Attachment Notice of Transfer

This document pretains to ITC-ASG-20101029-00431 for Assignment on a International Telecommunications filing.

IBFS_ITCASG2010102900431_848764

                                               IE\d/IILLER
                                                  MARTIN   PLLC
       1200 OnE NasHvILLE PLACE                    ATTORNEYS AT LAW                        Sarah Lodge Tally
      150 FoURTH AvENUE, NoRTH                                                         .       .           l
   NasHvILLE, TennEssEE 37219—2433                                                    Direct Dial (615) 744—8432
             (615) 244—9270                                                           Direct Fax . (615) 744-8612
  FAX (615) 256—8197 or (615) 744—3466                                                 stally@millermartin.com


                                                   October 28, 2010

VIA ELECTRONIC FILING
Marlene H. Dortch
Federal Communications Commission
445 12th Street, SW
Washington, DC 20554

          RE: Notification of Transfer of Control from Highland Communications Corporation
              to Highland Communications LLC Pursuant to Section 214 of the
              Communications Act of 1994, as Amended

Dear Secretary Dortch,

       This letter shall serve as notification under 47 C.F.R. § 63.24 of a transfer of control from
Highland     Communications Corporation to           Highland    Communications LLC.         Highland
Communications LLC, is organized under the laws of the State of Tennessee. The name, address, and
phone number of the transferee are:

                                  Highland Communications LLC
                                  119 Hillerest Street
                                  Wartburg, TN 37887
                                  (423) 346—4000

       Highland Communications LLC, is a wholly—owned subsidiary of Highland Holdings
Corporation (f/k/a Highland Media Corporation) ("Highland Holdings"), which is a wholly—owned
subsidiary of Highland Telephone Cooperative, Inc. ("Highland Cooperative"). Highland Holdings is
a holding company organized under the laws of the State of Tennessee. The address of Highland
Holdings is 7840 Morgan City Highway, Sunbright, Tennessee 37872. Highland Cooperative is a
telephone cooperative organized under the laws of the State of Tennessee and operating in Scott and
Morgan Counties in Tennessee and McCreary County, Kentucky.                       The address of Highland
Cooperative is 7840 Morgan City Highway, Sunbright, Tennessee 37872.

                      The names, addresses and telephone numbers of designated contacts in connection with
this matter are:


                      G. M. Patterson, General Manager
                      Highland Communications LLC
                      119 Hillerest Street
                      Wartburg, Tennessee 37887

7719742_1.D0C                                 ATLANTA + CHATTANOOGA * NASHVILLE
                                                    www.millermartin.com


October 28, 2010
Page 2

                  (423) 346—4000 (telephone)
                  (423) 346—4010(fax)
                  pattersonm@highland.net

                  With a copy to:

                  Melvin J. Malone
                  Miller & Martin PLLC
                  1200 One Nashville Place
                  150 Fourth Avenue, North
                 Nashville, Tennessee 37219
                 (615) 244—2970 (telephone)
                 (615) 256—8197 (fax)
                 mmalone@millermartin.com

                  and

                  Ernest A. Petroff
                  Stansberry, Petroff, Marcum & Blakley, P.C.
                  3 Courthouse Square
                  P. 0. Box 240
                  Huntsville, TN 37756
                ._(423) 663—2321 (telephone)
                  (423) 663—2111 (fax)
                  epetroff@spmblaw.net

        Attorneys for the entities described above.

        The applicant, Highland Communications LLC, has never received authority under Section 214
of the Act. The transferor, Highland Communications Corporation received authority for global resale
service in 1997.

        This transfer of control was the result of an internal corporate reorganization that involved no
substantial change in the ultimate beneficial ownership. The ultimate result of the internal corporate
reorganization was that Highland Communications Corporation became Highland Communications
LLC. This was done in two steps:

        1.        Merger of Highland Communications Corporation with and into Highland Media
                  Corporation.

      Highland Communications Corporation and Highland Media Corporation were each a direct,
wholly owned subsidiary of Highland Cooperative. Highland Communications Corporation was
merged with and into Highland Media Corporation.

        2.        Formation of Highland Communications LLC and Related Transfer.

7719742_1.D0C


October 28, 2010
Page 3



      Highland Media formed a direct, wholly owned Tennessee limited liability company subsidiary
named, Highland Communications LLC. Simultaneous with such merger described above, Highland
Media Corporation transferred to Highland Communications LLC the customers and assets held by
Highland Communications Corporation immediately prior to such merger.

         Thus, pursuant to 47 C.F.R. § 63.24(d) and Note 2 to that section, the transfer of control was
pro forma and, together with all previous pro forma transactions, did not result in a change in the
actual controlling party.

         Please do not hesitate to contact me if you have any questions or concerns.

                                         /Jlncerely,



                                             Tal%
                                             Sarah Lodge
SLT/sc




7719742_1.00€



Document Created: 2019-04-15 00:04:11
Document Modified: 2019-04-15 00:04:11

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