Attachment Joint Application

This document pretains to ITC-STA-20170905-00146 for Special Temporal Authority on a International Telecommunications filing.

IBFS_ITCSTA2017090500146_1269521

Special Temporary Authority Attachment 2 International Section 214 Assignment Application for Clarity Telecom, LLC d/b/a Vast Broadband, Assignor and Long Lines Metro, LLC, Assignee

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, DC 20554 __________________________________________ ) Joint Application of ) ) Clarity Telecom, LLC d/b/a Vast Broadband, ) WC Docket No. 17-_____________ Assignor, ) ) and ) ) Long Lines Metro, LLC, ) Assignee, ) ) For Consent To Assign Assets and Customers ) Subject to Blanket Domestic Section 214 ) Authority and To Partially Assign International ) Section 214 Authority Held by Clarity Telecom, ) LLC d/b/a Vast Broadband to Long Lines Metro, ) LLC, Pursuant to an Asset Purchase Agreement ) __________________________________________) JOINT APPLICATION Pursuant to Section 214 of the Communications Act of 1934, as amended (the “Act”), 47 U.S.C. § 214, and Sections 63.01, 63.03, 63.04, 63.18, and 63.24 of the Commission’s rules, 47 C.F.R. §§ 63.01, 63.03, 63.04 and 63.24, Clarity Telecom, LLC d/b/a Vast Broadband (“Vast” or “Assignor”) and Long Lines Metro, LLC (“Metro” or “Assignee”) (collectively, the “Applicants”) hereby request Commission consent for the: (i) assignment to Metro of assets and customers of Vast in Iowa and South Dakota, and (ii) partial assignment of the international Section 214 authorizations held by Vast, pursuant to an Asset Purchase Agreement (“Agreement”), dated April 28, 2017, between Vast, its parent, and Metro’s parent, Long Lines, LLC (“Long Lines”). The assignment of assets, customers and authorizations pursuant to the 1

Agreement is herein after referred to as the transaction. As explained herein, the transaction was consummated on June 30, 2017.1 Long Lines acquired from Vast certain assets used in the business of providing residential and commercial cable television services, VoIP telephony, local exchange and interexchange services, and high-speed Internet services in the states of Iowa and South Dakota, which therefore resulted in the sale of assets of Vast as a holder of blanket domestic Section 214 authority under Section 63.01 of the Commission’s rules, 47 C.F.R. § 63.01, as well as the partial assignment of the international Section 214 authorizations held by Vast to allow the transition of customers from Vast to Metro. Vast is retaining its international Section 214 authorizations to continue to provide international services in other areas. The transaction did not result in a reduction or impairment of service to Vast’s Iowa or South Dakota customers. The transaction was virtually transparent to the assigned customers with respect to the services that they receive. As more fully described below in the public interest statement, Metro continues to provide a high level of technical operations and customer service with Metro’s acquisition of Vast’s hybrid fiber-coax network, existing copper plant, and system electronics, which will be integrated into Metro’s own network, plant, systems, and operations. The transaction raises no competitive issues. Metro continues to compete with other local providers in the local and long distance markets, as well as in the video and broadband markets. Pursuant to state regulatory filings in Iowa and South Dakota related to this transaction, attached 1 The Applicants are concurrently filing a request for Special Temporary Authority with the International and Wireline Competition Bureaus for authority to continue providing services to the assigned customers utilizing the assigned assets pending approval of this Joint Application. 2

as Exhibit A are copies of the written notifications that were sent to all affected customers by Metro prior to the consummation of the transaction.2 No radio licenses were included in the transaction. Vast retains its receive-only satellite earth station registration and open video system authorization. As required by Section 63.04(b) of the Commission’s rules, 47 C.F.R. § 63.04(b), Section V of this Joint Application provides the additional information required for the assignment of the assets used in the provision of domestic telecommunications services arising from the transaction. In Section IV of this Joint Application, the Applicants provide the information required by Sections 63.18 and 63.24 of the Commission’s rules, 47 C.F.R. §§ 63.18 and 63.24, for the partial assignment of Vast’s international Section 214 authorizations. Request for Streamlined Treatment. The Applicants respectfully request streamlined treatment of both the domestic and international components of this Joint Application pursuant to Sections 63.03 and 63.12 of the Commission’s rules, 47 C.F.R. §§ 63.03 and 63.12, respectively. Streamlined treatment of the Applicants’ request for authority to assign the assets of Vast used in the provision of domestic telecommunications services is appropriate because the assignment is entitled to presumptive streamlining under Section 63.03(b)(2) of the Commission’s rules. The transaction resulted in Metro, the assignee, having a market share in the interstate, interexchange market of less than 10 percent, and Metro provides competitive telephone local exchange services and exchange access services exclusively in geographic areas served by a dominant, local exchange carrier, specifically Qwest Corporation d/b/a CenturyLink QC in both Iowa and 2 The written notifications of the assignment from Vast to Metro that were sent to all voice service customers, pursuant to the state regulatory filings in Iowa and South Dakota, were consistent with the requirements for customer notification in FCC rule Section 64.1120(e), 47 C.F.R. § 64.1120(e). The Iowa customer notice references the Lakeside community, and for avoidance of doubt, the Applicants clarify that Lakeside is a part of the Storm Lake exchange described in Section II of this Joint Application. 3

South Dakota, (“CenturyLink”) who is not a party to the transaction, and neither of the Applicants is dominant with respect to any service. The Applicants’ request for consent to the partial assignment of the international Section 214 authorizations held by Vast to Metro qualifies for streamlined processing under Section 63.12 of the Commission’s rules because, in accordance with Section 63.12(c), neither Clarity nor Metro is affiliated with any foreign or dominant U.S. carrier. Furthermore, Metro continues to operate under the existing international 214 authority of its parent, Long Lines, which does not have and does not request authority to provide switched basic services over private lines to a country for which the Commission has not previously authorized the provision of switched services over private lines. In the alternative, should the Commission determine that the application does not qualify for streamlined processing, Applicants seek expedited processing because the Joint Application involves a small transaction that is limited in scope, the Applicants are both CLECs, there are no competitive concerns, and the transaction is in the public interest. Unfortunately, the Applicants did not seek timely Commission approval of the transaction. The oversight was inadvertent and unintentional. At the time of the transaction, Applicants did not have advice from federal communications counsel on this very small transaction involving less than 1,500 voice customers and were not aware of the obligation to request Commission approval for the transaction. As soon as this failure came to the Applicants’ attention, the Applicants took steps to remedy the noncompliance to the extent possible by seeking Special Temporary Authority (“STA”), attached hereto as Exhibit B, for the continued provision of service customers utilizing the assigned assets. The Applicants regret this oversight and have taken steps to ensure compliance with all applicable Commission requirements going forward. 4

The Applicants request expeditious approval of the assignments, which would serve the public interest by allowing customers to continue to receive competitive services from Metro without interruption. Metro is well qualified to provide the domestic international services to the assigned customers. I. DESCRIPTION OF THE APPLICANTS A. Clarity Telecom, LLC d/b/a Vast Broadband Vast is a telecommunications service provider with headquarters in Sikeston, Missouri. Vast is a competitive local exchange carrier (“CLEC”) registered in Iowa and South Dakota. Vast provides competitive local, long distance, high-speed Internet, and cable televisions services in Iowa and South Dakota. Vast offers interexchange services through a combination of its own facilities and resale arrangements with other carriers. These communications services are provided over Vast’s own fiber optic, copper, and coaxial cable facilities throughout its service areas. With regard to this transaction, Vast provided domestic interstate and international services in certain communities in northwest Iowa and southeast South Dakota, with service areas mirroring the incumbent local exchange carrier (“ILEC”), which is CenturyLink in Iowa and South Dakota. Vast has retained its authority to provide local and long distance services in other parts of Iowa and South Dakota. B. Long Lines Metro, LLC Metro is a telecommunications service provider with headquarters in Sergeant Bluff, Iowa. Metro is a CLEC registered in Iowa and South Dakota. Metro provides competitive local, long distance, high-speed Internet, and cable televisions services in Iowa and South Dakota. Metro’s interexchange services are offered through resale arrangements with other carriers. Metro provides communications services over fiber optic, copper, and coaxial cable facilities 5

throughout its services areas, and in the areas previously serviced by Vast and acquired by Metro, over fiber optic, copper, and coaxial cable facilities acquired through the transaction. As a result of this transaction, Metro is providing domestic interstate and international services in the northwest Iowa and southeast South Dakota communities previously served by Vast, with service areas mirroring the ILEC, which is CenturyLink in Iowa and South Dakota. Metro also provides local and long distance services in other parts of Iowa and South Dakota. II. DESCRIPTION OF THE TRANSACTION The transaction was an asset acquisition by which Metro acquired the existing customers and substantially all of the local exchange assets of Vast currently utilized to provide telecommunications services in the transferred service areas, specifically the Storm Lake and Sioux City, Iowa local exchange areas, and the North Sioux City and McCook Lake, South Dakota local exchange areas (“Transferred Service Areas”). Following the consummation of the transaction, the Transferred Service Areas have been covered, and will continue to be covered, by Metro, pursuant to its existing state regulatory authorities to offer local and intrastate services in Iowa and South Dakota, its domestic Section 214 authority and international Section 214 authority, subject to the Commission’s consent. Vast has retained its existing state regulatory authorities to offer local and intrastate services in other parts of Iowa and South Dakota outside the Transferred Service Areas, and likewise retains its domestic Section 214 authority and international Section 214 authorities for interstate and international long distance services. The boundaries of the Transferred Service Areas are and will continue to remain identical to the current ILEC exchange boundaries of CenturyLink, as reflected in their exchange boundary maps on file with the Iowa and South Dakota state regulatory authorities. 6

Following the consummation of the transaction, Metro owns substantially all of the assets of Vast used in the provision of local exchange telecommunications service in the Transferred Service Areas, and is providing local exchange and long distance services to customers in the Transferred Service Areas on substantially the same terms and conditions as previously provided by Vast. Vast no longer provides local exchange and long distance services within the Transferred Service Areas. The consummation of the transaction did not result in an interruption, reduction, loss or impairment of services to any subscriber. A diagram of the corporate structure of Metro is provided in Exhibit C. III. PUBLIC INTEREST STATEMENT Approval of the transaction, including the partial assignment of the international Section 214 authority from Vast to Metro will serve the public interest, convenience, and necessity. Grant of the STA also will serve the public interest. A grant will permit the continued, uninterrupted provision of high-quality service to customers. It also will promote competition in the communications services marketplace. The consummation of the transaction and transfer of service provided by Metro has not resulted in an interruption, reduction, loss or impairment of services to any subscriber, and the Applicants are not aware of any harms to customers or to the market that has occurred as a result of the consummation transaction. The continued provision of service by Metro will have a positive impact on the communications market, and specifically on the ability of Metro to provide competitive voice, Internet, and video services to customers. IV. INFORMATION REGARDING THE PARTIAL ASSIGNMENT OF THE INTERNATIONAL SECTION 214 AUTHORIZATIONS In support of this Joint Application, the Applicants submit the following information pursuant to Section 63.24(e) of the Commission’s rules, include the information requested in Section 63.18(a)-(d) and (h)-(p), 47 C.F.R. §§ 63.18(a)-(d), (h)-(p), 63.24(e): 7

§ 63.18(a) Name, address, and telephone number of each applicant. Assignor: Clarity Telecom, LLC d/b/a Vast Broadband 912 S. Main Street, Suite 106 Sikeston, MO 63801 Phone: (573) 481-2265 Attention: J. Keith Davidson FRN: 0023758238 Assignee: Long Lines Metro, LLC 501 4th Street Sergeant Bluff, IA 51054 Phone: (712) 271-2710 Attention: Brent Olson, President & CEO FRN: 0015136211 § 63.18(b) State under the laws of which each applicant is organized. Vast is a limited liability company organized under the laws of Delaware. Metro is a limited liability company organized under the laws of Delaware. ANSWER TO QUESTION 10 IN THE INTERNATIONAL SECTION 214 AUTHORIZATION ASSIGNMENT APPLICATION FORM -- §§ 63.18(c) and (d) § 63.18(c) Name, title, address, and telephone number of an officer for each applicant and legal counsel. Assignor: J. Keith Davidson Chief Financial Officer Clarity Telecom, LLC d/b/a Vast Broadband 912 S. Main Street, Suite 106 Sikeston, MO 63801 Phone: (573) 481-2265 E-mail: keith.davidson@vastbroadband.com 8

Assignee: Brent Olson President & CEO Long Lines Metro, LLC 501 4th Street Sergeant Bluff, IA 51054 Phone: (712) 271-2710 E-mail: bolson@longlines.biz Legal Counsel to All Applicants (to whom correspondence should be addressed): Gregory W. Whiteaker Robin E. Tuttle Herman & Whiteaker, LLC 6720-B Rockledge Drive, Suite 150 Bethesda, MD 20817 Phone: (202) 600-7274 and (202) 827-0667 E-mail: greg@hermanwhiteaker.com and rtuttle@hermanwhiteaker.com § 63.18(d) Statement about previous international Section 214 authorizations for each applicant. Clarity Telecom, LLC (“Clarity”) holds two international Section 214 authorizations to provide global facilities based services and global resale services. See File Nos. ITC-214- 20020619-00300 and ITC-214-19990625-00428. Clarity is retaining its international Section 214 authorizations and by this application does not seek to assign them. Metro provides international services pursuant to the international Section 214 authorization held by its parent, Long Lines, LLC, which holds an international Section 214 authorization for global resale services. See File No. ITC-214-20060724-00362. 9

ANSWER TO QUESTION 11 IN THE INTERNATIONAL SECTION 214 AUTHORIZATION ASSIGNMENT APPLICATION FORM -- § 63.18(h) § 63.18(h) Ten Percent or Greater Interest Holder in Metro. The ten percent or greater interest holders in Metro are Pioneer South Dakota, L.L.C., Long Lines, LLC and Schurz Communications, Inc. Pioneer South Dakota, L.L.C. 501 4th Street Sergeant Bluff, IA 51054 Principal Business: Holding company that owns an operating subsidiary that provides a range of communications services Citizenship: Delaware limited liability company Percentage Held: 100 percent direct interest FRN: 0015570641 Long Lines, LLC 501 4th Street Sergeant Bluff, IA 51054 Principal Business: Holding company that owns an operating subsidiary that provides a range of communications services Citizenship: Delaware limited liability company Percentage Held: 100 percent direct interest FRN: 0015136211 Schurz Communications, Inc. 1301 E. Douglas Road, Suite 200 Mishawaka, IN 46545 Principal Business: Holding company that owns operating subsidiaries that provide a range of communications services. Citizenship: Indiana corporation Percentage Held: 100 percent indirect interest FRN: 0008712937 The following persons have ten percent or greater equity ownership of Schurz Communications, Inc.: 10

Todd F. Schurz 1211 E. Eckman Street South Bend, IN 46613 Principal Business: CEO of Schurz Communications, Inc. Citizenship: U.S. citizen Percentage Held: 31.0% indirect interest FRN: 0019312420 Scott C. Schurz, Jr. 2126 Willow Lake Drive Mishawaka, IN 46545 Principal Business: Director and VP of Human Resources and Administration Citizenship: U.S. citizen Percentage Held: 11.9% FRN: 0019312396 The following entities have a ten percent or greater voting interest in Schurz Communications, Inc.: Schurz Communications, Inc. Voting Trust Agreement c/o Schurz Communications, Inc. 1301 E. Douglas Road Mishawaka, IN 46545 Percentage Held: 75.2% indirect interest FRN: 0019981125 Trustees: Todd F. Schurz, U.S. citizen, FRN 0019312420 Scott C. Schurz, U.S. citizen, FRN 0019312396 Franklin D. Schurz, U.S. citizen, FRN 0019312347 Elizabeth Crockett Ray 1992 Exempt Family Trust For David C. Ray UTA dtd. 17565 Green Oaks Ct. Granger, IN 46530-6921 Percentage Held: 12.1% indirect interest Trustee, David C. Ray, U.S. citizen, FRN 0019312495 No other person or entity holds a ten percent or greater direct or indirect interest in Metro. 11

ANSWER TO QUESTION 13 IN THE INTERNATIONAL SECTION 214 AUTHORIZATION ASSIGNMENT APPLICATION FORM -- § 63.24(e) See Section II of this Joint Application, above, for a narrative of the transaction, assignment, and partial assignment. See Section III of this Joint Application, above, for the public interest statement. ANSWER TO QUESTION 20 IN THE INTERNATIONAL SECTION 214 AUTHORIZATION ASSIGNMENT APPLICATION FORM -- § 63.18(p) § 63.18(p) Statement Regarding Streamlined Processing. This Joint Application qualifies for streamlined processing pursuant to Section 63.12 of the Commission’s rules, 47 C.F.R. § 63.12, because Metro is not affiliated with any foreign or dominant U.S. carrier whose international switched or private line services Metro seeks authority to resell, and Metro does not provide and does not request authority to provide switched basic services over private lines to a country for which the Commission has not previously authorized the provision of switched services over private lines. V. INFORMATION REGARDING DOMESTIC ASSIGNMENT OF ASSETS AND CUSTOMERS In support of this Joint Application and in accordance with the requirements of the Commission’s rule Section 63.04(b), 47 C.F.R. § 63.04(b), the Applicants submit the following additional information: § 63.04(a)(5) Certification Regarding Denial of Federal Benefits. In addition to the certifications provided in the electronic Application for Assignment of International Section 214 Authorizations, which is a part of this Joint Application, the Applicants individually certify, pursuant to Sections 1.2001 through 1.2003 of the Commission’s rules, 47 C.F.R. §§ 1.2001-1.2003, that they are not subject to a denial of Federal benefits pursuant to 12

Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. § 862, because of a conviction for possession or distribution of a controlled substance. § 63.04(a)(6) Description of the Transaction. The Applicants describe the transaction in Section II of this Joint Application. § 63.04(a)(7) Geographic Areas Served and Services Provided. The Applicants describe the geographic areas in which they offer domestic telecommunications services and the services that are provided in each area in Sections I and II of this Joint Application. § 63.04(a)(8) Statement Regarding Streamlined Treatment. In addition to the answer provided for question 20 in the international Section 214 authorization assignment application, pursuant to rule Section 63.18(p), the Applicants’ domestic Section 214 assignment application is eligible for streamlined processing pursuant to Section 63.03(b)(2), 47 C.F.R. § 63.03(b)(2), of the Commission’s rules. The transaction resulted in Metro, the assignee, having a market share in the interstate, interexchange market of less than 10 percent, and Metro provides competitive telephone local exchange services and exchange access services exclusively in geographic areas served by a dominant, local exchange carrier, specifically Qwest Corporation d/b/a CenturyLink QC in both Iowa and South Dakota, who is not a party to the transaction, and neither of the Applicants is dominant with respect to any service. § 63.04(a)(9) Other Related Commission Applications. In connection with this Joint Application, the Applicants will submit a Request for Special Temporary Authorization regarding the continued provision of service to customers utilizing the assigned assets, and the assignment of customers of Vast’s international service to Metro. 13

§ 63.04(a)(10) Statement Regarding Special Consideration. The Applicants do not request special consideration because no party to the transaction is facing imminent business failure. § 63.04(a)(11) Identification of Waiver Requests. The Applicants do not seek a waiver in connection with this Joint Application.. § 63.04(a)(12) Public Interest Statement. The Applicants provide a statement showing how the grant of this application will serve the public interest, convenience, and necessity in Section III of this Joint Application. VI. CONCLUSION Based on the foregoing, the Applicants respectfully request that the Commission grant this Joint Application and consent to the assignment of Vast’s assets and customers in the Transferred Service Areas to Metro for use in the provision of domestic telecommunications 14

services, and the partial assignment of the international Section 214 authorizations held by Vast to allow the transition of customers from Vast to Metro. Respectfully submitted, ____________________________________ Gregory W. Whiteaker Robin E. Tuttle HERMAN & WHITEAKER, LLC 6720-B Rockledge Drive Suite 150 Bethesda, MD 20817 Greg@hermanwhiteaker.com 202-600-7274 rtuttle@hermanwhiteaker.com 202-827-0667 Counsel for Clarity Telecom, LLC d/b/a Vast Broadband and Long Lines Metro, LLC Dated: September 1, 2017 15

EXHIBIT A CUSTOMER NOTIFICATION LETTERS SENT IN IOWA AND SOUTH DAKOTA

May 31, 2017 Dear ValuedCustomer: This is an important notice required by the Towa Utilities Board ("NJHB") and the Federal Communications Commission ("FCC") concerning your local and long distance telscommunications services. Long Lines Metro, LLC d/b/a Long Lines Broadband ("Long Lines") has agreed to acquire the Clarity Telecom, LLC d/b/a Vast Broadband (*"Vast") local exchange network serving the communities of Storm Lake, Lakeside:and portions of Sioux City, Iowa. Pending finalregulatory approval, we anticipate this acquisition will close; effective on or about June 30, 2017. The acquisition will result in a change of your local and long distance carrier. Following the acquisition, Long Lines will assume direct responsibility for the provisioning of local telecommunications services and long distanceservices previously provided to you by Vast, This change will not affect your existing services or rates. Your telephone number will not change, Going forward, Long Lines will notify you in writing at least 30 days in advance of any future changes to your local or long distance services or rates, ' Prior to and following the closing date, Long Lines and Vast will work cooperatively to ensure a seamiless transition for customers, Prior to the closing date and for a limited transitional period, Vast will be responsible for receiving any inquiries, complaints or changes to your service, Following the closing date and transitfonal period, Long Lines will be responsible for receiving any inquiries, complaints or changes to your gervice. In order to ensure that any service—related fssuesor other concerns are addressed, Long Lines and Vast will coordinate to handle service orders, billing inquiries, customer service inquiries or other customer communications. If you have any questions or concerns, you may contact us: Contact Vast Broadband: Contact Long Lines Broadband: Main: (888) 445—2888 Local: (712) 271—4000 Tech Support: (866) 496—6665 Toll Free: (866) 9015664 Email: info@vastbroadband.com Email: info@longlines .biz If you have complaints or concerns that we are unable to address, you may contact the IUBCustomer ServiceSection, including by calling toll—free at (877) 565—4450 or via email at customer@Inb. Jowa.gov, You may choose another carrier for your local and long distance services; however, unless you elect to change your local or long distance—carrier, no gcttonis required by you. You will continue to receive the same, excellent services without interruption. You will not be charged any carrier—change feesas a resultofany changes made prior to the closing date. If you have a freeze on your preferred long distance carrier, that freeze will be antomatically lifted in order to complete this change. If you would like to re—apply this freeze, please contact Long Lines® Customer Service at the numbersprovided above to re—apply the freeze. Please note thatany "freeze" you have placed on yourexisting telephone lines fo prevent unauthorized transfer to anotherlongdistance carrier will be over—ridden for purposes ofthis acquisition, and will need to be reinstated by you after the transition is complete, ' This transgctfonwill not result in the discontinuance, interruption or impairment of any felecommunications services to which you are subscribed. As indicated above, your existing rates and service plans will remain the same, Providing excellent and uninterrupted service to our valued customers is our top priority, Please contact us using the carrier contact information provided aboveany questions or concerns you may haveconcerning this transfer. We look forward to serving you. Thank you for your business, LONG LINES BROADBAND Phone * Internet * Cable TY + Wireless 501 Fourth Street * Sergeant Bluff, IA 51054 * Phone 712.271.4000 « Fax 712.271.2727 www,.LongLines.com

IMPORTANT NOTICE REGARDING A CHANGE IN YOUR TELECOMMUNICATIONS SERVICES Dear____________ Clarity Telecom, LLC, d/b/a Vast Broadband, (“Vast Broadband”) and Long Lines Metro, LLC (“Long Lines”) are pleased to announce that Long Lines is acquiring Vast Broadband’s telephone, cable, and internet customers, as well as certain other customers receiving additional types of services from Vast Broadband. Subject to approval by the Federal Communications Commission and state regulators as necessary, Long Lines will replace Vast Broadband as your current telecommunications service provider on or after June 30, 2017 (The “Transfer Date”). As a result of this transaction, Long Lines will assume responsibility for all services previously provided to you by Vast Broadband. Long Lines is excited about the opportunity to provide your telecommunications service(s) and looks forward to a long and mutually rewarding business relationship. Please rest assured, the transaction will have little or no impact on your current services, nor will there be any interruption of your service. The agreement between Vast Broadband and Long Lines has been structured so that the transfer of service will be virtually seamless. You will retain all other service rates, features, terms, and conditions of service and your telephone number. Long Lines will not impose any charges for the transfer of your services to Long Lines and no action is required from you to continue your telecommunications service(s) with Long Lines. You will receive your first billing statement from Long Lines in the next 3 or 4 months. As in the past, you are responsible for paying all bills rendered to you by Vast Broadband during the transition of service. You do have the right to select a different carrier for your telecommunications service(s). If you choose to switch to an alternate carrier for services, you may incur a fee from the alternate carrier for the transfer for services to that alternate carrier. If you select a local telephone service provider other than Long Lines, you should also contact your current long distance provider to ensure that your current long distance plan is not changed. Please note that if you are a customer of Vast Broadband on the Transfer Date as set forth above, your account will automatically be transferred to Long Lines. In addition, should you have a term commitment with Vast Broadband and you disconnect or transfer services to another carrier prior to the end of that term, you will be liable to Vast Broadband for any applicable early termination charges, subject to applicable law. Please note that when your service is transferred to Long Lines, any preferred carrier “freeze” you have in place on your existing telephone lines to prevent unauthorized 1

transfer of your services to another carrier will be over-ridden for purposes of this transaction and will need to be reinstated by you by contacting Long Lines after the transfer is complete. If you have any questions regarding this transaction or questions about your service or billing prior to the Transfer Date set forth above, you should contact Vast Broadband at _______________. If you have any questions regarding this transaction or question about your service or billing after the Transfer Date set forth above, you should contact Long Lines at its toll-free customer service telephone number 866-901-5664. Vast Broadband thanks you for your business and Long Lines looks forward to providing you with quality service for many years to come. Sincerely, Long Lines Metro, LLC and Clarity Telecom, LLC, d/b/a/ Vast Broadband 2

EXHIBIT B REQUEST FOR SPECIAL TEMPORARY AUTHORITY Joint Application for Assignment of Assets and Customers Clarity Telecom, LLC d/b/a Vast Broadband, Assignor and Long Lines Metro, LLC, Assignee

DONALD L. HERMAN, JR GREGORY W. WHITEAKER † ROBIN E. TUTTLE †† CARRIE L. DEVIER HERMAN & WHITEAKER, LLC CLARE C. LIEDQUIST ††† KENNETH C. JOHNSON , o f c o u n s e l † Admitted in DC, SC and FL only †† Admitted in SC only ††† Admitted in DC and VA only TEL 202-600-7272 FAX 202-706-6056 6720 B R ockledge Driv e, S uit e 15 0 Bet hes da , M D 20817 September 1, 2017 Via ECFS and IBFS Marlene H. Dortch, Secretary Federal Communications Commission Office of the Secretary 445 12th Street, SW Washington, DC 20554 RE: Clarity Telecom, LLC d/b/a Vast Broadband, Assignor, and Long Lines Metro, LLC, Assignee – Request for Special Temporary Authority Dear Ms. Dortch: Clarity Telecom, LLC d/b/a Vast Broadband (“Vast” or “Assignor”) and Long Lines Metro, LLC (“Metro” or “Assignee”) (collectively, the “Applicants”), through the undersigned counsel and pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. § 214, and Section 63.24 of the Commission’s Rules, 47 C.F.R. § 63.24, respectfully request Special Temporary Authority (“STA”) for continued operation of facilities in, and provision of service to customers in the Storm Lake and Sioux City, Iowa local exchange areas, and the North Sioux City and McCook Lake, South Dakota local exchange areas (“Transferred Service Areas”) pursuant to the assignment of assets and customer relationships and the partial assignment of international Section 214 authorizations from Vast, a non-dominant provider of domestic and international services, to Metro, also a non-dominant provider of domestic and international services. Specifically, effective June 30, 2017, Vast assigned all the assets utilized to provide telecommunications services in the Transferred Service Area, along with the telephone customers served in such area to Metro pursuant to an asset purchase agreement (“Agreement”) between Vast, its parent, and Metro’s parent, Long Lines, LLC (“Long Lines”). The transaction resulted in the assignment of Vast’s domestic operations and customers, see 47 C.F.R. §§ 63.01, 63.03, and 63.04, and the partial assignment Vast’s international Section 214 authorizations

Herman & Whiteaker, LLC Page 2 of 3 pursuant to 47 C.F.R. §§ 63.18 and 63.24. See File No. ITC 214-19990625-00428, and File No. ITC-214-20020619-00300. Vast, however, retained its international Section 214 authorizations, and Metro provides international service pursuant to Long Line’s authority, see File No. ITC- 214-20060724-00362, as a wholly owned, indirect subsidiary of Long Lines. In addition, Vast is continuing to provide the telecommunications services in the Transferred Service Area pursuant to a Transition Services Agreement. Additional details about the transaction and parties are included in the joint domestic and international application filed concurrently herewith and attached hereto as Exhibit A (the “Application”) seeking Commission approval for the transaction. Unfortunately, the Applicants did not seek timely Commission approval of the transaction. The oversight was inadvertent and unintentional. At the time of the transaction, the Applicants did not have advice from federal communications counsel on this very small transaction involving less than 1,500 voice customers and were not aware of the obligation to request Commission approval of the assignment of the assets and customers and partial assignment of the international Section 214 authorizations. As soon as the Applicants learned of this oversight, the Applicants immediately took steps to remedy the situation and to seek authority, to the extent necessary, for the continued operation of the assets and provision of service to customers. The Applicants regret this oversight and have taken steps to ensure compliance with all applicable Federal Communications Commission requirements going forward. Grant of the requested Special Temporary Authority (“STA”) will serve the public interest by permitting the continued, uninterrupted provision of service to customers while the Commission reviews the Application. Grant of the STA also will promote competition in the communications services marketplace. Without discounting the regulatory obligation to obtain prior approval, the Applicants note that no harm to customers or to the market occurred as a result of Applicants’ oversight. Instead, the transaction will have a positive impact on the affected operations and customers, and Metro’s ability to provide competitive voice, Internet, and video services to customers. The Applicants have acted in good faith to rectify the failure to file for approval of the domestic and international assignments as quickly as possible. The Applicants request temporary authority for sixty (60) days while the Application is pending. The Applicants acknowledge that the grant of this STA will not prejudice any action the Commission may take on the Application, and that once granted, the STA may be revoked on the Commission’s own notice, without a hearing. The Applicants further acknowledge that grant of the STA will neither preclude nor dictate the scope of any enforcement action related to the underlying transaction. This filing with the International Bureau and the applicable credit card payment in the amount of $1,155.00, which satisfies the filing fee required under line 2.d. of Section 1.1107 of the Commission’s rules, are being submitted electronically through the MyIBFS.

Herman & Whiteaker, LLC Page 3 of 3 Please contact the undersigned counsel if you have any questions or require further information. Respectfully submitted, Gregory W. Whiteaker Counsel for Clarity Telecom, LLC d/b/a Vast Broadband and Long Lines Metro, LLC Attachment cc: Tracey Wilson, Wireline Competition Bureau Myrva Charles, Wireline Competition Bureau David Krech, International Bureau

EXHIBIT C LONG LINES METRO, LLC ORGANIZATION CHART

Schurz Communications, Inc. Jordan-Soldier Valley Telephone Company (IA C Corp) Long Lines, LLC Jefferson Communications, L.L.C. FRN 0015136211 - ID 20-2964224 FRN 0004322335 - ID 42-0348620 FRN 0004984761 - ID 46-0446249 (Soldier, Moorhead) Q.A.T. Corp. CommChoice of Iowa, L.L.C. Jefferson Telephone Company, LLC DakotaComm, LLC (IA C Corp) FRN 0006801401 - ID 39-1900002 FRN 0004322301 - ID 46-0309651 FRN 0011529575 FRN 0015570682 - ID 42-1334072 (Onawa, Whiting, Danbury) (Jefferson, SD) ID 20-1121481 Advanced Network Communications, LLC Northwest Iowa Telephone, LLC (50%) Pioneer South Dakota, L.L.C. FRN 0002576452 - ID 20-2965615 FRN 0005919022 - ID 42-1505727 FRN 0015570641 - ID 46-0448183 (Sergeant Bluff, Salix, Sloan) (Anthon, Correctionville, Holstein, Ida Grove) Long Lines Metro, LLC Le Mars Communications, L.L.P. Triple “L” Communications, L.L.C. FRN 0003792686 - ID 46-0436721 (38.44%) FRN 0015570666 - ID 42-1468303 (Sioux City, N. Sioux City, Dakota Dunes, FRN 0008303927 - ID 91-2081975 Woodbine, Logan, Magnolia, Mo. Valley) Long Lines Siouxland, LLC Mapleton Communication Management Agency Pioneer Holdings, LLC (NE LLC) (Partnership – 50%) FRN 0017603507 - ID 39-1882163 FRN 0016237927 - ID 20-5622530 FRN 0008288532 - ID 03-0486967 (South Sioux City) Pioneer TeleTechnologies, L.L.C. (Wholesale – 12 towns) Orange City Communications, LLC. FRN 0015570732 - ID 46-0438874 FRN 0003911567 - ID 42-1492916 Siouxlan.com, L.C. (Web-Hosting) FRN 0015570773 - ID 42-1451747

EXHIBIT D DECLARATIONS

DECLARATION OF BRENT OLSON I, Brent Olson, declare, under penalty of perjury: 1. I am the President and CEO of Long Lines Metro, LLC ("Metro"). 2. I have read the foregoing Joint Application requesting that the Federal Communications Commission ("Commission") consent: (a) to the assignment of assets and customers of Clarity Telecom, LLC d/b/a Vast Broadband ("Vast") as a holder of blanket domestic Section 214 authority under Section 63.01 of the Commission‘s rules, 47 C.F.R. § 63.01, to Metro, and (b) to the partial assignment of the international Section 214 authorizations held by Vast to allow the transition of customers to Metro. 3. The statements stated in the Joint Application, with respect to Metro are true and accurate to the best of my information, knowledge, and belief. Brent Olson Dated: September _/, 2017

DECLARATION OF J. KEITH DAVIDSON I, J. Keith Davidson, declare, under penalty of perjury: 1. I am the Chief Financial Officer of Clarity Telecom, LLC d/b/a Vast Broadband ("Vast"). 2. I have read the foregoing Joint Application requesting that the Federal Communications Commission ("Commission") consent: (a) to the assignment of assets and customers of as a holder of blanket domestic Section 214 authority under Section 63.01 of the Commission‘s rules, 47 C.F.R. § 63.01, to Long Lines Metro, LLC ("Metro"), and (b) to the partial assignment of the international Section 214 authorizations held by Vast to allow the transition of customers to Metro. 3. The statements stated in the Joint Application, with respect to Vast are true and accurate to the best of my information, knowledge, and belief. T. Keith Davidson Dated: August 5_0_, 2017


Document Created: 5740-04-19 00:00:00
Document Modified: 5740-04-19 00:00:00
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