Attachment Attachment 1

This document pretains to ITC-T/C-20170418-00068 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017041800068_1207020

Transfer of Control Application of Westphalia Broadband, Inc. ITC 214 Authority — ITC—214—19980710—O00463 Attachment 1 Answer to Question 10 In Attachment 1, please respond to paragraphs (c) and (d) of Section 63.18 with respect to the assignor/transferor and the assignee/transferee. 63.18(c) Transferor: Clinton County Telephone Company 109 E. Main Street P.O. Box 368 Westphalia, Michigan Attention: David A. Fox, President Telephone Number: (989) 587—5000 Email: dave.fox@4wbi.net with a copy to: Michael G. Oliva Loomis, Ewert, Parsley, Davis & Gotting, P.C. 124 W. Allegan Street, Suite 700 Lansing, MI 48933 517—318—9266 mgoliva@loomislaw.com Transferee: Chapin Communications Corporation c/o Greg Ringle, Manager Chapin Telephone Company 19994 W Ridge Road Elsie, Michigan 48831 Telephone Number: (989) 661—2476 Email: chapintel@4cld.net with a copy to: Thomas J. Moorman Woods & Aitken, LLP 5151 Wisconsin Ave., NW., Suite 310 Washington, DC 20016 Telephone: (202) 944—9502 Email: tmoorman@woodsaitken.com

Transfer of Control Application of Westphalia Broadband, Inc. ITC 214 Authority — ITC—214—19980710—O00463 Attachment 1 Answer to Question 10 (Cont‘d) 63.18(d) Westphalia Broadband, Inc. holds an International Telecommunications Certification for global and/or limited global resale service, File No. ITC 214—19980710—O00463. See Public Notice, DA 12—88, released January 26, 2012. Answer to Question 11 Does any entity, directly or indirectly, own at least ten (10) percent of the equity of the assignee/transferee as determined by successive multiplication in the manner specified in the note to Section 63.18(h) of the rules? If you answered "Yes" to this question, provide in Attachment 1, the name, address, citizenship, and principal businesses of each person or entity that directly or indirectly owns at least ten (10) percent of the equity of the assignee/transferee, and the percentage of equity owned by each of those persons or entities (to the nearest one percent). Although Chapin Communications Corporation ("CCC"), the Transferee, does not have an equity owner with a ten percent (10%) interest, CCC provides the following information for completeness. CCC is a holding company organized under the laws of the State of Michigan. No shareholder owns Ten Percent (10%) or more of the issued and outstanding stock of CCC. Operational control of CCC rests with its Board of Directors. CCC‘s officers and Board of Directors are as follows: Name Title Occupation Citizenship Aaron Somers President Farmer USA Steve Maynard Vice President Farmer USA Ron Maynard Secretary Farmer USA Laurie Ringle Treasurer Bank Teller USA Daren Mort Director Retired Teacher USA Gene Maynard Director Retired Trucker USA Roger Reed Director Retired Shop Worker USA The address for each of these individuals is: 19994 W. Ridge Road, Elsie, Michigan 48831.

Transfer of Control Application of Westphalia Broadband, Inc. ITC 214 Authority —ITC—214—19980710—00463 Attachment 1 Answer to Question 13 Provide in Attachment 1 a narrative of the means by which the proposed assignment or transfer of control will take place. In circumstances of a substantial assignment or transfer of control pursuant to Section 63.24(e), where the assignor seeks authority to assign only a portion of its U.S. international assets and/or customer base, please specify whether the assignor requests authority to continue to operate under any or all of its international Section 214 File Nos. after consummation; and, if so, please specify in Attachment 1 each File No. it seeks to retain in its own name. Clinton County Telephone Company ("Clinton") and Chapin Communications Corporation ("CCC") have entered into an agreement whereby, subject to typical pre—conditions for closing including the receipt of all necessary regulatory approvals, will allow CCC to purchase the issued and outstanding stock of Westphalia Broadband, Inc. ("WBI") and its affiliated rural independent incumbent local exchange carrier Westphalia Telephone Company, Inc. ("WTC"). Upon consummation of the transaction, WBI will be a wholly—owned subsidiary of CCC (as would WTC). Answer to Question 20 If the applicant desires streamlined processing pursuant to Section 63.12 of the rules, provide in Attachment 1 a statement of how the application qualifies for streamlined processing. (See Section 63.18(p).) Note that, if the application is being filed in connection with a sale of assets or reorganization of a carrier or its parent pursuant to the U.S. bankruptcy laws, the application may not be eligible for streamlined processing until final bankruptcy court approval of the proposed sale or reorganization. This application qualifies for streamlined processing under Sections 63.12(a) and (b) of the Commission‘s Rules. Neither Clinton County Telephone Company ("Clinton") nor any affiliated companies nor Chapin Communications, Inc. ("CCC") or its affiliated companies is affiliated with any foreign carrier in any destination market. Neither Clinton nor any affiliated companies nor CCC or its affiliated companies. has an affiliation with a dominant U.S. long distance carrier whose international switched or private line services the applicants seek authority to resell. Rather, Clinton and CCC propose only to engage in the proposed transaction referenced in the response to the Answer to Question 13 above. Westphalia Broadband, Inc. will continue to operate as a non—dominant carrier that resells the international switched services of one or more U.S. unaffiliated long distance carriers.


Document Created: 2017-04-18 14:54:38
Document Modified: 2017-04-18 14:54:38
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