Attachment Joint Application

This document pretains to ITC-T/C-20180430-00080 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2018043000080_1384700

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of N/ N/ N/ NN NN NNN NNN NNN The Shareholders of Respond Communications, Inc. Transferors, and WC Docket No. ___ Wabash Independent Networks, Inc. Transferee, For Consent pursuant to Section 214 of the Communications Act of 1934, as amended, to Transfer Control of Montrose Mutual Telephone Company and Montrose Mutual Long Distance, Inc. JOINT APPLICATION FOR TRANSFER OF CONTROL OF DOMESTIC AND INTERNATIONAL SECTION 214 AUTHORIZATIONS The Shareholders of Respond Communications, Inc. ("Shareholders" or "Transferors") and Wabash Independent Networks, Inc. ("WIN" or "Transferee") (and jointly, "Applicants") hereby respectfully request authorization to transfer control of the Section 214 authorizations held by the wholly—owned subsidiaries of Respond Communications, Inc. ("Respond"), Montrose Mutual Telephone Company ("MMTC") and Montrose Mutual Long Distance, Inc. ("MMLD"), (together, the "Montrose Companies" or "Licensees") from Transferors to WIN. Applicants request processing of these requests pursuant to the Commission‘s streamlined procedures. In support of this Application, the following information is provided:

1. Transfer of Control of International Section 214 Authorization Holder Applicant MMLD holds an international Section 214 authorization to provide international services granted by the Commission under File No. ITC—214—19960227— 00019. In accordance with the requirements of Section 63.24(e) of the Commission‘s Rules, Applicants submit the following information: (1) Name, address and telephone number of each applicant: Transferors: Shareholders of Respond Communications, Inc. (no FRN) c/o Bruce Elliott 1204 S. 4t® St. Springfield, IL 62703 Telephone: (217) 924—4310 E—mail: funnyfarm@mmtcnet.com Licensees: Montrose Mutual Telephone Company FRNs: 0003726890 0002812493 0020071650 Montrose Mutual Long Distance, Inc. FRN: 0003726916 102 N Main St,. Dieterich, IL 62424 Telephone: (217) 925—5242 E—mail: geot@mmtcnet.com Transferee: Wabash Independent Networks, Inc. FRNs: 0004327219 210 S. Church St. 0000053124 Louisville, Illinois 62858 Telephone: (618) 665—3311 E—mail: barryadair@wabash.net (2) The government, state, or territory under the laws of which each corporate or partnership applicant is organized. All Applicants and are organized under the laws of the State of Illinois.

(3) The name, title, post office address, and telephone number of the officer or contact point, such as legal counsel, to whom correspondence concerning the application is to be addressed (and response to Question 10, International Application). For Transferors, Respond and the Montrose Companies: Bruce Elliott President Montrose Mutual Telephone Company 102 N. Main St Dieterich IL 62424 Telephone: (217) 925—5242 Email: funnyfarm@mmtenet.com With copies to: Gary L. Smith Loewenstein and Smith, PC 1204 S. 4th Street Springfield, Illinois 62703 Telephone: (217) 789—0500 Email: lexsmith@lhoslaw.com For Transferee: Barry Adair Executive Vice President/General Manager Wabash Independent Networks, Inc. 210 S. Church St. Louisville, Illinois 62858 Telephone: (618) 665—3311 E—mail: barryadair@wabash.net With a copy to: Sylvia Lesse Communications Advisory Counsel, LLC 5151 Wisconsin Avenue, NW, Suite 311 Washington, DC 20016 Phone: (202) 333—5273 Fax: (202) 318—3213 Email: sylvia@independent—tel.com

(4) Statement as to whether the applicants have previously received authority under Section 214 of the Act (and response to Question 10, International Application). Transferor: MMLD holds international Section 214 authority pursuant to IB File No. ITC— 214—19960227—00019. The Montrose Companies provide interstate service by virtue of blanket domestic Section 214 authority, 47 C.F.R. § 63.01. Transferee: WIN holds authorization to provide global switched resale authority under Section 214 pursuant to File No. ITC—214—19960226—00089. In addition, WIN is the assignee of Section 214 authority granted in File No. ITC—214—20161026—00289 (via assignment of that authorization under File No. ITC—ASG—20161214—00359). WIN also provides interstate service by virtue of blanket domestic Section 214 authority, 47 C.F.R. § 63.01. (5) The name, address, citizenship and principal business of any person or entity that directly or indirectly owns at least ten (10) percent of the equity of the applicant, and the percentage of equity owned by each of those entities (to the nearest one (1) percent) (and response to Question 11, International Application) Transferors Respond Communications, Inc. ("Respond"), an Illinois corporation, holds 100% of the shares of both MMTC and MMLD. Respond is widely—held, with no person or

entity holding ten percent or more of its shares. The two persons with the largest holdings in Respond are: Name and Address Percentage Citizenship Business George P. Tays 8% USA Communications 102 N Main St Dieterich IL 62424 David Behras 5% USA Communications 102 N Main St Dieterich IL 62424 Transferee WIN is wholly—owned by Wabash Telephone Cooperative, Inc. ("Wabash"), FRN 0004327201, an Illinois incumbent telephone company, organized as a cooperative corporation. Wabash is owned by its members—subscribers; no single member—subscriber owns or controls more than five percent (5%) of the equity interests of Wabash. The address for both WIN and Wabash is 210 S. Church Street, Louisville, Illinois 62858. The principal business of both WIN and Wabash is telecommunications. (6) Certification as to whether or not Transferee is, or is affiliated with, a foreign carrier. WIN certifies that neither it nor any affiliate or successor is or will be foreign carriers, and that neither it nor any affiliate or successor is or will be affiliated with any foreign carrier. (7) Certification as to whether or not Transferee seeks to provide international telecommunications services to any country for which certain conditions are true. WIN certifies that neither it nor any affiliate or successor will provide international telecommunications to any destination country for which it or an affiliate or successor (1) is a foreign carrier in that country; (2) controls a foreign carrier in that

country; (3) is owned more than 25% by or controlled by an entity that controls a foreign carrier in that country. (8) Showing regarding provision of international telecommunications service to a country where the applicant is a foreign carrier or is affiliated with a foreign carrier. N/A (9) Regulatory classification under Section 63.10 of the Rules for foreign— affiliated carrier. N/A (10) Certification that applicant has not agreed to accept special concessions directly or indirectly from any foreign carrier. WIN and its affiliates and the Montrose Companies certify that they have not agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any US international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. (11) Certification pursuant to §§1.2001 through 1.2003 of this chapter that no party to the application is subject to a denial of Federal benefits pursuant to section 5301 of the Anti—Drug Abuse Act of 1988. See 21 U.S.C. 853. Applicants hereby certify, pursuant to 47 C.F.R. §§ 1.2001—1.2003, that to the best of their knowledge, information, and belief, no party to the application is subject to denial of federal benefits pursuant to section 5301 of the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 583. (12) Qualification for streamlined processing (and response to Question 20, International Application). This Application qualifies for streamlined processing under Sections 63.12(a) and (b) of the Commission‘s rules. No party is a foreign carrier or affiliated with any foreign

carrier in any destination market. No party has an affiliation with a dominant US carrier whose international switched or private line services the Applicants seek authority to resell, and none is anticipated as a result of the public offering which likely will result in widely held interests. No party to this application seeks 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. Authorization is sought to complete a transaction in such a manner that would continue the current operations as a non—dominant carrier providing international services of one or more unaffiliated US carriers. IL. Transfer of Control of Domestic Section 214 Authorization Pursuant to Section 63.04(b) of the Commission‘s Rules, Applicants submit the following information: (1) Name, address and telephone number of each applicant: Please see Section I(1). (2) The government, state, or territory under the laws of which each corporate or partnership applicant is organized. Please see Section I(2). (3) The name, title, post office address, and telephone number of the officer or contact point, such as legal counsel, to whom correspondence concerning the application is to be addressed. Please see Section I(3). (4) The name, address, citizenship and principal business of any person or entity that directly or indirectly owns at least ten (10) percent of the equity of the applicant, and the percentage of equity owned by each of those entities (to the nearest one (1) percent). Please see Section I(5).

(5) Certification pursuant to §§1.2001 through 1.2003 of this chapter that no party to the application is subject to a denial of Federal benefits pursuant to section 5301 of the Anti—Drug Abuse Act of 1988. See 21 U.S.C. 853. Please see Section I(11). (6) Description of the transaction (and response to Question 13, International Application) WIN proposes to acquire all of the stock of Respond through a reverse triangular merger, wherein a single—purpose acquisition subsidiary is formed by WIN for the purpose of merging with Respond, which will be the survivor of the merger transaction. Specifically, WIN has formed an Illinois corporate subsidiary, Wabash Respond Corporation, which will merge with Respond, in accordance with the corporate law of the State of Illinois. Respond will be the surviving corporation and the existence of Wabash Respond Corporation, upon consummation and effectiveness of the proposed transaction, will terminate, leaving Respond as a wholly—owned subsidiary of WIN. After consummation of this transaction, the Montrose Companies will continue to exist and operate in their existing corporate formats and under existing corporate names, and continue to provide service pursuant to then—existing rates, terms and conditions for the near term. No carrier change charges will result from this transaction and no customer service or billing contact information will change as a result of this transaction. Furthermore, this transaction will not affect customers‘ preferred carrier freezes. Accordingly, this transaction will be transparent to consumers. Moreover, WIN does not seek any modification in the federal regulatory status of the Montrose Companies, facilitating post—transaction administration and administrative efficiency. Charts depicting the pre— and post—transaction ownership structure of the Montrose Companies are provided as Exhibit A.

The proposed transaction will be reviewed by the Illinois Commerce Commission. (7) Description of the geographic areas in which the transferor and transferee (and their affiliates) offer domestic telecommunications services, and what services are provided in each area Licensees: MMTC, an Illinois corporation, is a rural incumbent local exchange company, providing local exchange and exchange access service to four exchanges in Effingham, Jasper and Cumberland Counties, Illinois. In addition, high—speed Internet access is available in approximately 90% of the MMTC service territory. MMLD, also an Illinois corporation, provides domestic interexchange services in and around MMTC‘s incumbent service territory to approximatelsl 866 subscribers. Respond is a holding company with no current operations. Transferee: Applicant WIN, an Illinois corporation, is wholly—owned by Wabash Telephone Cooperative, Inc. ("Wabash"), also an Illinois corporation. Wabash is a rural incumbent local exchange company, providing exchange and exchange access service to nine rural exchanges in Clay, Wayne, Effingham, Jasper, Marion, Edwards, Wabash and Richland Counties, Illinois, serving approximately 146 business and 402 residential access lines. WIN provides competitive exchange and exchange access telecommunications services adjacent to, but wholly outside, the telephone service area of Wabash, to approximately 3,801 subscribers in and around Flora, Fairfield and Salem, Illinois. In addition, WIN provides broadband, video and interexchange services to its own customers, as well as Wabash customers. WIN serves approximately 5,350

interexchange customers, approximately 3,507 video customers, and approximately 7,024 broadband customers. The service area of Wabash abuts the service area of MMTC. See attached map, Exhibit B. (8) Statement as to how the application fits into one or more of the presumptive streamlined categories in Section 63.03 of the Commission‘s Rules or why it is otherwise appropriate for streamlined treatment Although Wabash and MMTC‘s service areas border one another, Applicants nonetheless submit that streamlined treatment is appropriate in this situation. Fulfilling all requirements of Section 63.03(b)(2)(iii) of the Commission‘s Rules‘ except that related to adjacent service areas, Applicants submit that in this transaction between small entities, the interests of predictability, efficiency and transparency in the review process are not diminished by the fact that the Applicants share a small border. Applicants, together with their affiliates, currently serve fewer than 2% of the nation‘s aggregate subscriber lines. Upon consummation of the proposed transaction, Transferee and its affiliates will continue to have a market share in the interstate, interexchange market well less than ten percent (10%). Finally, to the extent Transferee and its affiliates provide competitive telephone exchange services or competitive exchange access services, upon consummation of the transaction, they will do so exclusively in geographic areas served by a dominant local exchange carrier that is not a party to the transaction. This proposed transaction simply does not raise any public interest issues requiring an in—depth review because competitive service is currently available from two national wireless service providers in the MMTC service area. Streamlined processing 4 47 C.F.R. § 63.03(b)(2)(iii). 10

would further the public interest by reducing the burden on the business and legal resources of both the buying and selling entities, without sacrificing meaningful oversight. Accordingly, streamlined treatment is warranted. (9) Identification of all other Commission applications related to the same transaction In addition to this combined application for the transfer of control of the Domestic and International Section 214 Authorizations held by the Montrose Companies, applications for the transfer of control of MMRC‘s Microwave Industrial/Business Pool license (WQBI285),and 3650—3700 MHz license (WQML998) will be filed with the Commission to allow consummation of this transaction. (10) Statement of whether the applicants are requesting special consideration because either party to the transaction is facing imminent business failure Neither party to the transaction is facing imminent business failure. Therefore, Applicants are not requesting special consideration for this reason. (11) Identification of any separately filed waiver requests being sought in conjunction with the transaction No separately filed waiver requests are being sought in conjunction with the transaction. (12) Statement showing how grant of the application will serve the public interest, convenience and necessity, including any additional information that may be necessary to show the effect of the proposed transaction on competition in domestic markets Grant of this Application will serve the public interest, because it (1) will not result in any violation of the Communications Act of 1934, as amended (the "Act"), or any other applicable statutory provision; (2) will not result in a violation of the Commission‘s Rules; (3) will not substantially frustrate or impair the Commission‘s 11

enforcement of the Act or interfere with the objective of the Act or other statutes; and (4) does promise to yield affirmative public interest benefits." The Application itself indicates that its grant will result in no violation of the Act, Commission Rules or other statutory provisions. Moreover, the grant will not in any way frustrate or impair the Commission‘s enforcement of the Act or interfere with the objectives of the Act inasmuch as Wabash seeks no change of the current regulatory treatment of the Montrose Companies. Finally, the proposed transaction will yield affirmative public interest benefits by allowing for the continued provision of high—quality communications services to customers of the Montrose Companies. Transferee and its affiliates are experienced in the provision of rural telecommunications services, and will efficiently integrate management of the Montrose Companies into ongoing operations. The proximity of service areas will allow greater efficiencies in operations, and WIN intends to ensure that customers enjoy a seamless transition in ownership, without disruption or interruptions in service. The transaction will not adversely affect subscribers, competitors or the market for the provision of telecommunications services. After consummation of the proposed transaction, the Montrose Companies will continue to exist and operate under the Section 214 authorizations each currently holds, and each of the Montrose Companies will, post—consummation, continue to provide the 2 See, e.g., SBC Communications, Inc. and BellSouth Corp. for Consent to Transfer of Control or Assignment ofLicenses and Authorizations, Memorandum Opinion and Order, 15 FCC Red. 25459, 25464 (Wireline Telecommunications Bureau and International Bureau 2000). 12

same services at the same rates for the near term. Accordingly, the proposed transaction will be wholly transparent to current customers. Conclusion For the foregoing reasons, the Applicants respectfully request the expeditious grant of this Application. Respectfully submitted, The Shareholders of Respond Wabash Independent Networks, Inc., Communications, Inc., Transferee Transferor siites] By: 64*i éflU«‘F‘b CSL/) By: /é/m [LfifiC, Gary Smith Their Counsel Its Counsel Loewenstein and Smith, PC Communications Advisory Counsel, LLC 1204 S. 4th Street 5151 Wisconsin Avenue NW, Suite 311 Springfield, Illinois 62703 Washington DC 20016 (217) 789—0500 (202) 333—5273 Date: April 30, 2018 13

EXHIBIT A Pre— and Post—Transaction Ownership Structure of the Montrose Companies

EXHIBIT A—1 PRE—TRANSACTION OWNERSHIP Shareholders of Respond Communications, Inc. 100% Respond Communications, Inc. 100% 100% Montrose Mutual Telephone Montrose Mutual Long Company, Inc. Distance, Inc.

EXHIBIT A—2 POST—TRANSACTION OWNERSHIP Cooperative Membership 100% Wabash Telephone Cooperative, Inc. 100% Wabash Independent Networks, Inc. 100% Respond Communications, Inc. 100% 100% Montrose Mutual Telephone Montrose Mutual Long Company, Inc. Distance, Inc.

EXHIBIT Map

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DECLARATION OF BRUCE ELLIOTT I, Bruce Elliott, President of Respond Communications, Inc., President of Montrose Mutual Telephone Company, and President of Montrose Mutual Long Distance, Inc. (collectively, "Montrose") do hereby declare under penalty of perjury that I have read the foregoing "JOINT APPLICATION FOR TRANSFER OF CONTROL OF DOMESTC AND INTERNATIONAL SECTION 214 AUTHORIZATIONS" and the information contained therein regarding Montrose is true and accurate to the best of my knowledge, information, and belief. 4 —zs0—14" Date e MeaseLs Bruce Elliott w

DECLARATION OF BARRY ADAIR I, Barry Adair, Executive Vice President of Wabash Independent Networks, Inc. and General Manager of Wabash Telephone Cooperative, Inc. (collectively, "Wabash") do hereby declare under penalty of perjury that I have read the foregoing "JOINT APPLICATION FOR TRANSFER OF CONTROL OF DOMESTC AND INTERNATIONAL SECTION 214 AUTHORIZATIONS" and the information contained therein regarding Wabash is true and accurate to the best of my knowledge, information, and belief. ,‘/'/ / '/ / // P ‘Z" /30 /:Aj/ .'//fl/‘) [{f( l4 L Date BarryAdair

CERTIFICATE OF SERVICE I, Sylvia Lesse, of Communications Advisory Counsel, LLC, do hereby verify that on this 30th day of April, 2018, I caused to be sent via First Class US Mail, postage prepaid, the foregoing "JOINT APPLICATION FOR TRANSFER OF CONTROL OF DOMESTC AND INTERNATIONAL SECTION 214 AUTHORIZATIONS" to the following: The Hon. Bruce Rauner Office of the Governor 207 State House Springfield, Illinois 62706 US Department of Defense Assistant Secretary for Network Information and Integration (NI) 6000 Defense Pentagon Washington, DC 20301—6000 US Department of State EB/CIP/SCA Room 4826 2001 C Street, NW Washington, DC 20520 *Jodie May Donavan *Dennis Johnson *Tracey Wilson—Parker *Myrva Charles Wireline Competition Bureau Federal Communications Commission 445 12¢" Street SW Washington DC 20554 *Sumita Makhoty *David Krech *Adrienne McNeil International Bureau Federal Communications Commission 445 12"" Street, SW Washington, DC 20554 *Via e—mail S?T\{ifiessk\/


Document Created: 2018-04-30 12:37:07
Document Modified: 2018-04-30 12:37:07
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