Attachment Joint Application

This document pretains to ITC-T/C-20190425-00105 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2019042500105_1665703

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) FIDELITY COMMUNICATIONS CO., ) WC Docket No. ____ _____ Transferor ) ) ITC-T/C-2019____________ and ) ) ) CABLE ONE, INC., ) Transferee ) ) Application for Consent to Transfer ) Control of Certain Fidelity Subsidiaries to ) Cable One pursuant to Section 214 of the ) Communications Act of 1934, as Amended ) __________________________________________) JOINT APPLICATION Fidelity Communications Co., a Missouri corporation (“Fidelity”), and Cable One, Inc., a Delaware corporation (“Cable One”) (Fidelity and Cable One collectively, “Applicants”), hereby respectfully request authority from the Federal Communications Commission (the “Commission”) for Cable One to acquire control of the following nine (9) subsidiaries of Fidelity that hold domestic and/or international Section 214 authority to provide telecommunications 1 services (the “Transaction”): (1) Fidelity Telephone Company (“FTC”); (2) Fidelity Communication Services I, Inc. (“FCSI”); (3) Fidelity Communication Services II, Inc. (“FCSII”); (4) Fidelity Communication Services III, Inc. (“FCSIII”); (5) Fidelity Networks, Inc. (“FNI”); (6) Fidelity Systems Plus, Inc. (“FSP”); (7) Fidelity Long Distance, Inc. (“FLD”); (8) 1 The Applicants also will be filing separate applications and/or notices with the Commission for the transfer of control of the earth station registrations, wireless authorizations, antenna structure registrations, and community unit identification (“CUID”) registrations held by the Fidelity Subsidiaries. 1

2 3 Fidelity Cablevision, Inc. (“FCV”); and (9) FidelityLink, LLC (“FL”) (collectively, the “Fidelity Subsidiaries”). This Joint Application is being filed pursuant to 47 U.S.C. § 214 and 47 C.F.R. §§ 1.763, 63.03, 63.04, 63.18, and 63.24 (“Application”). I. APPLICANTS A. Fidelity Communications Co. (FRN: 0009632746) Fidelity is a Missouri corporation with headquarters located at 64 N. Clark Street, Sullivan, Missouri 63080. Through its wholly owned subsidiaries, Fidelity provides video, Internet access, telecommunications, and interconnected VoIP services in Arkansas, Louisiana, Missouri, Oklahoma, and Texas. Fidelity does not hold any Commission authorizations and does not provide any services. Fidelity Telephone Company (“FTC”), a Missouri corporation, is a wholly owned subsidiary of Fidelity. FTC is a small incumbent independent local exchange carrier serving 4 customers in nine (9) rural exchanges in Missouri. FTC is designated as an eligible telecommunications carrier (“ETC”) in Missouri and is a recipient of universal service funds 2 FCV owns 100% of the membership interests of CoBridge Communications LLC, which owns 100% of the membership interests of CoBridge Broadband, LLC and CoBridge Telecom, LLC (collectively, the “CoBridge Entities”). The three (3) CoBridge Entities are registered with the Commission as interconnected Voice over Internet Protocol (“VoIP”) service providers. The CoBridge Entities do not hold Section 214 authority and are not subjects of this Application. 3 Fidelity currently owns fifty percent (50%) of the membership interests of FL and is the managing member of the entity. In connection with the Transaction, Fidelity plans to acquire the remaining membership interests of FL and transfer control of FL to Cable One with the other Fidelity Subsidiaries. Fidelity currently controls the day-to- day operations of FL, which holds interstate domestic Section 214 authority only. Pursuant to Commission Rule 63.03(d), Fidelity’s acquisition of the remaining membership interest of FL is pro forma given there will be no change in the ultimate control of FL. In the event the Commission determines that approval of Fidelity’s acquisition of the remaining membership interests of FL is required, the Applicants respectfully request the Commission approve that acquisition as part of this Application. 4 FTC operates in the rural exchange areas of Berger, Gerald, Japan, Lyon, New Haven, Owensville, Spring Bluff, Stanton, and Sullivan in Missouri. 2

5 under the Commission’s high-cost and Lifeline programs. FTC also holds authority from the 6 Commission to provide interstate telecommunications service. Fidelity Communication Services I, Inc. (“FCSI”), a Missouri corporation, is a wholly owned subsidiary of Fidelity. FCSI holds authority in Missouri to offer competitive local exchange service as a competitive local exchange carrier (“CLEC”). FCSI is designated as an ETC in Missouri and is a recipient of universal service funds under the Commission’s high-cost 7 and Lifeline programs. FCSI also holds authority from the Commission to provide interstate 8 telecommunications service. Fidelity Communication Services II, Inc. (“FCSII”), a Missouri corporation, is a wholly owned subsidiary of Fidelity. FCSII holds authority in Missouri to offer competitive local exchange service as a CLEC and holds authority from the Commission to provide interstate 9 telecommunications service. Fidelity Communication Services III, Inc. (“FCSIII”), a Missouri corporation, is a wholly owned subsidiary of Fidelity. FCSIII holds authority to offer competitive local exchange service as a CLEC in Missouri and to offer competitive local exchange and interexchange service in Illinois. FCSIII also holds authority from the Commission to provide interstate 10 telecommunications service. 5 FCC Form 498 Service Provider Identification Number 143002338. 6 FCC 499 Filer ID 802074. 7 FCC Form 498 Service Provider Identification Number 143024015. 8 FCC 499 Filer ID 820922. 9 FCC 499 Filer ID 822856. 10 FCC 499 Filer ID 827644. 3

Fidelity Networks, Inc. (“FNI”), a Missouri corporation, is a wholly owned subsidiary of Fidelity. FNI holds authority in Missouri to offer interexchange service and also holds authority 11 from the Commission to provide interstate and international telecommunications service. Fidelity Systems Plus, Inc. (“FSP”), a Missouri corporation, is a wholly owned subsidiary of Fidelity. FSP holds authority to provide payphone service in Missouri and also holds 12 authority from the Commission to provide interstate telecommunications service. Fidelity Long Distance, Inc. (“FLD”), a Missouri corporation, is a wholly owned subsidiary of Fidelity. FLD holds authority to provide interexchange service in Missouri and also holds authority from the Commission to provide interstate and international 13 telecommunications service. FidelityLink, LLC (“FL”) is a Missouri limited liability company. Fidelity owns fifty percent (50%) of the membership interests of FL and is the managing member. The remaining membership interests of FL are held by Parta Networks LLC, a Missouri limited liability company. FL holds authority to offer competitive local exchange service in Missouri and provides dark fiber in Illinois. FL also holds authority from the Commission to provide interstate 14 telecommunications service. Fidelity Cablevision, Inc. (“FCV”), a Missouri corporation, is a wholly owned subsidiary of Fidelity. FCV offers video, Internet access, telecommunications, and interconnected VoIP services in Missouri and Oklahoma. FCV holds authority to offer competitive local exchange and interexchange service in Oklahoma, authority to offer competitive local exchange service in 11 FCC 499 Filer ID 820564; IB File No. ITC-214-20000410-00217. 12 FCC 499 Filer ID 816312. 13 FCC 499 Filer ID 819186; IB File No. ITC-214-19980826-00602. 14 FCC 499 Filer ID 829826. 4

Missouri, and authority from the Commission to provide interstate and international 15 telecommunications services. FCV has been designated as an ETC in Oklahoma and is a 16 recipient of universal service funds under the Commission’s Lifeline program. CoBridge Communications LLC (“CC”), a Delaware limited liability company, is a wholly owned subsidiary of FCV. CC offers video, Internet access, telecommunications, and interconnected VoIP services in Arkansas and Texas. CC holds authority to offer competitive local exchange and interexchange service in Arkansas, authority to offer competitive local exchange service in Texas, and is registered with the Commission to provide interconnected 17 VoIP service. CoBridge Broadband, LLC (“CB”), a Delaware limited liability company, is a wholly owned subsidiary of CC. CB offers video, Internet access, and interconnected VoIP services in Arkansas, Louisiana, Missouri, and Texas. CB is registered in Missouri and with the 18 Commission to provide interconnected VoIP service. CoBridge Telecom, LLC (“CT”), a Delaware limited liability company, is a wholly owned subsidiary of CC. CT offers video, Internet access, and interconnected VoIP services in Arkansas, Missouri, and Texas. CT is registered in Missouri and with the Commission to 19 provide interconnected VoIP service. 15 FCC 499 Filer ID 827412; IB File No. ITC-214-20080718-00325. 16 FCC Form 498 Service Provider Identification Number 143036122. 17 FCC 499 Filer ID 828427. 18 FCC 499 Filer ID 828428. 19 FCC 499 Filer ID 828429. 5

B. Cable One, Inc. (FRN: 0003474327) Cable One is a publicly traded Delaware corporation with headquarters located at 210 E. Earll Drive, Phoenix, Arizona 85012. Cable One and its subsidiaries provide video, Internet 20 access, and interconnected VoIP services in 21 states. Cable One is registered with the 21 Commission as an interconnected VoIP service provider. Cable One VoIP LLC (“CO VoIP”), a Delaware limited liability company, is a wholly owned subsidiary of Cable One. CO VoIP is registered with the Commission as an 22 interconnected VoIP service provider and offers interconnected VoIP service in Arizona. Telecommunications Management, LLC (“TM”), a Missouri limited liability company, is a wholly owned subsidiary of Cable One. TM is registered with the Commission as an interconnected VoIP service provider and offers video, Internet access, and interconnected VoIP 23 services in Arkansas, Illinois, Indiana, and Missouri. Ultra Communications Group, LLC (“Ultra”), a Delaware limited liability company, is a wholly owned subsidiary of TM. Ultra is registered with the Commission as an interconnected VoIP service provider and offers video, Internet access, and interconnected VoIP services in 24 Louisiana, Mississippi, and Texas. 20 These states are: Alabama, Arizona, Arkansas, Idaho, Illinois, Indiana, Iowa, Kansas, Louisiana, Minnesota, Mississippi, Missouri, Nebraska, New Mexico, North Dakota, Oklahoma, Oregon, South Dakota, Tennessee, Texas, and Washington. 21 FCC Filer ID 825949. 22 FCC Filer ID 830611 (now consolidated with FCC Filer ID 825949). 23 FCC Filer ID 832703. 24 FCC Filer ID 829833 (now consolidated with FCC Filer ID 832703). 6

Avenue Broadband Communications LLC (“Avenue”), a Delaware limited liability company, is a wholly owned subsidiary of TM. Avenue offers video and Internet access services in Illinois and Indiana. Delta Communications, L.L.C. d/b/a Clearwave Communications (“Clearwave”), an Illinois limited liability company, is a wholly owned subsidiary of Cable One. Clearwave provides Internet access services and telecommunications services to carriers and business customers in Illinois. Clearwave holds authority from the Commission to provide interstate and 25 international telecommunications services, and also holds authority to offer competitive local exchange and intrastate interexchange services in the states of Illinois, Indiana, and Missouri. Clearwave is a recipient of funds under the National Telecommunications and Information 26 Administration (“NTIA”) Broadband Technology Opportunities Program (“BTOP”), and the 27 Commission’s rural broadband experiments (“RBE”) program. II. REQUEST FOR STREAMLINED TREATMENT OF APPLICATION Under Section 63.04(b) of the Commission’s rules, the Applicants are filing a combined domestic and international application. The Applicants respectfully request streamlined treatment of this Application pursuant to Sections 63.03 and 63.12 of the Commission’s rules. The Application is eligible for streamlined processing pursuant to Section 63.03(b)(2) of the Commission’s rules because: (1) the Transaction will result in the Applicants having a market share in the interstate interexchange market of less than ten percent (10%); (2) Cable One (through Clearwave) provides competitive telephone exchange services exclusively in 25 IB File No. ITC-214-20021022-00509; FCC Filer ID 819867. 26 https://www2.ntia.doc.gov/files/grantees/delta_communications.pdf. 27 Rural Broadband Experiment Support Authorized for Ten Winning Bids for Skybeam, LLC, Consolidated Communications Networks, Inc., Delta Communications LLC, and Allamakee-Clayton Electric Cooperative, Inc., 30 FCC Rcd 8283 (2015). 7

geographic areas served by dominant local exchange carriers that are not a party to the Transaction; (3) the Applicants are a rural incumbent independent local exchange carrier (FTC, a 28 subsidiary of Fidelity) and a non-dominant carrier (Clearwave, a subsidiary of Cable One), and the non-dominant carrier provides service exclusively outside the geographic area where the rural incumbent independent local exchange carrier operates; and (4) one of the Applicants (FTC, a subsidiary of Fidelity) is a rural “incumbent independent local exchange carrier” as defined in Rule 64.1902 that has fewer than two percent (2%) of the nation’s subscriber lines installed in the aggregate nationwide. This Application also qualifies for streamlined treatment under Sections 63.10 and 63.12 of the Commission’s rules because: (1) neither the Applicants nor any of their affiliates are affiliated with a dominant foreign carrier; (2) as a result of the Transaction, neither the Applicants nor any of their affiliates will be affiliated with any foreign carrier; and (3) none of the other scenarios outlined in Section 63.12(c) of the Commission’s rules apply. III. DESCRIPTION OF THE TRANSACTION On March 31, 2019, Cable One and Fidelity entered into a Stock Purchase Agreement (the “Agreement”) pursuant to which Cable One will acquire all of the issued and outstanding shares in the capital stock of or membership interests in the Fidelity Subsidiaries, the CoBridge Entities, and two (2) additional subsidiaries of Fidelity that do not provide any regulated 28 As an incumbent independent local exchange carrier, FTC is classified as non-dominant in the provision of in-region, interstate, domestic, interexchange services. See, e.g., Regulatory Treatment of LEC Provision of Interexchange Services Originating in the LEC’s Local Exchange Area, 12 FCC Rcd 15756, ¶¶ 143, 171 (1997) (“We, therefore, classify independent LECs as non-dominant in the provision of these services. . . . we conclude that we should not apply dominant carrier regulation to independent ILECs.”); see also Petition of USTelecom for Forbearance under 47 U.S.C. § 160(c) from Enforcement of Certain Legacy Telecommunications Regulations, 28 FCC Rcd 7627 (2013) (forbearing from application of certain regulations to incumbent independent local exchange carriers); WC Docket No. 18-141, Petition of USTelecom for Forbearance pursuant to 47 U.S.C. § 160(c) to Accelerate Investment in Broadband and Next-Generation Networks, FCC 19-31, Memorandum Opinion and Order (rel. Apr. 15, 2019) (removing additional regulations applicable to incumbent independent local exchange carriers). 8

29 services. Under the Agreement, Cable One will acquire one-hundred percent (100%) ownership and control of the Fidelity Subsidiaries and other assets. Immediately prior to the close of the Transaction, the Fidelity Subsidiaries will convert from Missouri corporations to Missouri limited liability companies. Shortly after close of the Transaction, Cable One plans to undertake a corporate reorganization to consolidate the Fidelity Subsidiaries. Both of these changes are pro forma in nature and will not change the ultimate post-Transaction ownership of the Fidelity Subsidiaries. These changes also will not have any effect on the customers of the Fidelity Subsidiaries and will streamline recordkeeping and reporting among other benefits. To the extent necessary, additional regulatory filings will be made to address these corporate form and organizational changes. For the Commission’s convenience, pre- and post-Transaction corporate organizational charts depicting the entities involved in the transfer of control are provided as Exhibits B-1, B-2, and B-3. Consummation of the Transaction is contingent upon, among other things, receipt of all necessary regulatory approvals. The proposed Transaction does not involve the assignment of the Fidelity Subsidiaries’ telecommunications authorizations or customers. All current customers of the Fidelity Subsidiaries will continue to be served by one of the Fidelity Subsidiaries pursuant to its existing authorizations, and customers of the Fidelity Subsidiaries will continue to receive their existing services at the same or similar rates, terms and conditions without any immediate changes. The proposed Transaction will be transparent to the customers of the Fidelity Subsidiaries. For the immediate future, the existing customers of the Fidelity Subsidiaries will continue to receive service under the 29 These subsidiaries are Fidelity Solutions, Inc. and Fidelity Communication International, Inc., both of which are Missouri corporations and wholly owned subsidiaries of Fidelity. Neither the CoBridge Entities nor the unregulated entities hold Section 214 authority and are not subjects of this Application. 9

“Fidelity Communications” name and all billing and correspondence will continue to reflect the “Fidelity Communications” name. Accordingly, customer notice is not required under Section 64.1120(e) of the Commission’s rules because there will be no change in service provider from the customer’s perspective. IV. PUBLIC INTEREST STATEMENT The proposed Transaction furthers the public interest, convenience, and necessity. Approval of the Transaction will advance economic efficiency by enabling Cable One and the Fidelity Subsidiaries to achieve economies of scale and expand their offerings and services to a broader customer base. The Transaction will enable Cable One and the Fidelity Subsidiaries to strengthen their competitive position to the benefit of consumers and the communications marketplace. In addition, the Transaction will be conducted in a manner that will be transparent to current customers of the Fidelity Subsidiaries. Those customers will continue to receive the same services they currently receive without any immediate changes to the service offerings, rates, or terms and conditions. Further, the Transaction does not implicate the prohibition set forth in 47 U.S.C. § 572, which prohibits a cable operator from acquiring more than a ten percent (10%) interest in an incumbent local exchange carrier providing telephone exchange service within the cable 30 operator’s franchise area. There is no overlap between the cable franchise areas currently served by Cable One and its affiliates in Missouri and FTC’s incumbent independent local exchange service territory in Missouri that would trigger 47 U.S.C. § 572(b). Further, the 30 Petition for Declaratory Ruling to Clarify 47 U.S.C. § 572 in the Context of Transactions between Competitive Local Exchange Carriers and Cable Operators, 27 FCC Rcd 11532 (2012) (determining the statutory provision should be applied to a cable operator’s purchase of an incumbent local exchange carrier). 10

Transaction qualifies for the exception for rural systems under 47 U.S.C. § 572(d)(1) as FTC serves areas that have fewer than 35,000 inhabitants and are outside an urbanized area as defined by the Bureau of the Census. Finally, the proposed Transaction does not present any anticompetitive issues. After consummation of the Transaction, Applicants total share of the interstate interexchange market will be less than ten percent (10%), and there are many other interexchange and international carriers operating on a nationwide basis. Further, the Transaction will not result in any overlap of fiber facilities in the markets where Cable One and its subsidiaries and the Fidelity Subsidiaries operate. Accordingly, the Transaction will not provide the Applicants with any competitive advantage as the result of concentration of fiber assets and will not harm consumers or negatively impact the market for facilities-based service. V. INFORMATION REQUIRED BY SECTION 63.24(e) OF THE COMMISSION’S RULES In support of this Application, the Applicants submit the following information pursuant to Section 63.24(e) of the Commission’s rules, which is the information requested in paragraphs (a)-(d) and (o)-(p) of Section 63.18 for both Applicants and the information requested in paragraphs (h)-(n) of Section 63.18 for Cable One. (a) Name, contact address, and telephone number. Cable One, Inc. 210 E. Earll Drive Phoenix, Arizona 85012 602-364-6000 (telephone) Fidelity Communications Co. 64 N. Clark Street Sullivan, Missouri 63080 573-468-1250 (telephone) 11

(b) Citizenship. Cable One is a Delaware corporation. Fidelity is a Missouri corporation. (c) Correspondence concerning this Application should be sent to (Answer to IBFS Main Form Question 10): Fidelity Communications Co. Cable One, Inc. Bruce E. Beard Chérie R. Kiser Scott C. Friedman Angela F. Collins Cinnamon Mueller Cahill Gordon & Reindel LLP 1714 Deer Tracks Trail, Suite 230 1990 K Street, NW, Suite 950 St. Louis, MO 63131 Washington, DC 20006 314-462-9000 (telephone) 202-862-8900 (telephone) bbeard@cinnamonmueller.com ckiser@cahill.com sfriedman@cinnamonmueller.com acollins@cahill.com (d) International Section 214 Authorizations (Answer to IBFS Main Form Question 10). Cable One, CO VoIP, TM, and Ultra are registered as interconnected VoIP service providers, and do not hold any international Section 214 authority. Cable One’s wholly owned subsidiary Clearwave holds global Section 214 authority to provide international facilities-based 31 and resale services. The Fidelity Subsidiaries FCV, FLD, and FNI each hold international 32 Section 214 authority from the Commission. (h) Ten Percent Greater Interest Holders/Interlocking Directorates (Answer to IBFS Main Form Question 11 and Question 12). After consummation of the Transaction, the following entities and individuals will hold a ten percent (10%) or greater direct or indirect ownership interest in the Fidelity Subsidiaries:  Cable One, Inc., a publicly traded Delaware corporation (NYSE: CABO), will hold 100% of the membership interests of each of the Fidelity Subsidiaries. The address for Cable One is 210 E. Earll Drive, Phoenix, Arizona 85012. 31 IB File No. ITC-214-20021022-00509. 32 IB File No. ITC-214-20080718-00325; IB File No. ITC-214-19980826-00602; IB File No. ITC-214- 20000410-00217. 12

 As of March 25, 2019, to Cable One’s knowledge, the following stockholders beneficially owned a ten percent (10%) or greater share of Cable One’s outstanding common stock: o T. Rowe Price Associates, Inc. (“T. Rowe”), a Maryland corporation, beneficially owned 15.8% of Cable One’s outstanding common stock. T. Rowe is a subsidiary of T. Rowe Price Group, Inc., a publicly traded Maryland corporation. The address for T. Rowe and T. Rowe Price Group, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202. No person or entity holds ten percent (10%) or greater interest in T. Rowe Price Group, Inc. o Daniel L. Mosley, a U.S. citizen and Trustee of various trusts, beneficially owned 11.8% of Cable One’s outstanding common stock. The address for Mr. Mosely is 825 Eighth Avenue, New York, New York 10019. o Donald E. Graham, a U.S. citizen and Trustee of various trusts, beneficially owned 11.1% of Cable One’s outstanding common stock. The address for Mr. Graham is 1300 North 17th Street, Arlington, Virginia 22209. Other than as set forth in this Application, to Cable One’s knowledge, no other entity or individual will own a ten percent (10%) or greater direct or indirect equity or voting interest in Cable One or the Fidelity Subsidiaries after consummation of the Transaction. No officer or director of Cable One is also an officer or director of any foreign carrier. Cable One does not have any interlocking directorates with a foreign carrier, and Cable One will not have any such directorates after consummation of the Transaction. Other than as stated in this Application, Cable One does not hold interests in other telecommunications-related entities, and to Cable One’s knowledge, Mr. Graham does not hold interests in other telecommunications-related entities. T. Rowe and T. Rowe Price Group, Inc. may hold interests in other telecommunications-related entities in their role as investment advisors. Mr. Mosely may hold interests in other telecommunications-related entities in his role as Trustee for various trusts. 13

(i) Foreign Carrier Affiliation Certification (Answer to IBFS Main Form Questions 14-17). Cable One certifies that it is not a foreign carrier, it is not affiliated with a foreign carrier, and it will not become affiliated with a foreign carrier as a result of this Transaction. (j) Foreign Carrier and Destination Countries (Answer to IBFS Main Form Questions 14-17). Cable One certifies that, upon consummation of the Transaction, neither Cable One (through Clearwave) nor the Fidelity Subsidiaries will provide international telecommunications services to any destination country in which: (1) Cable One or the Fidelity Subsidiaries are foreign carriers in the destination market; (2) Cable One or the Fidelity Subsidiaries control a foreign carrier in the destination market; (3) any entity that owns more than twenty-five percent (25%) of Cable One or the Fidelity Subsidiaries, or that controls Cable One or Fidelity Subsidiaries, control a foreign carrier in that country; and (4) two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate, more than twenty-five percent (25%) of Cable One or the Fidelity Subsidiaries and are parties to, or the beneficiaries of, a contractual relationship affecting the provision or marketing of international basic telecommunications services in the United States. (k) WTO Membership of Destination Countries (Answer to IBFS Main Form Questions 14-17). Not applicable. (l) International Telecommunications Services (Answer to IBFS Main Form Questions 14-17). Cable One (through Clearwave) and the Fidelity Subsidiaries will not resell the international switched services of an unaffiliated U.S. carrier for the purpose of providing 14

international telecommunications services to a country where they are foreign carriers or are affiliated with a foreign carrier. (m) Non-dominant Regulatory Classification (Answer to IBFS Main Form Questions 14-17). Not applicable. (n) Special Concessions Certification (Answer to IBFS Main Form Question 21). The Applicants have not agreed to accept special concessions directly or indirectly from any foreign carrier with respect to any U.S. international route where the foreign carrier possesses sufficient market power on the foreign end of the route to adversely affect competition in the U.S. market, and will not enter into such agreements in the future. (o) Federal Benefits/Anti-Drug Act of 1988 Certification (Answer to IBFS Main Form Question 25). The Applicants certify, pursuant to Sections 1.2001 through 1.2003 of the Commission’s rules, that they are not subject to a denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988, 21 U.S.C. § 862. (p) Eligibility for Streamlined Processing (Answer to IBFS Main Form Question 20). The Applicants request streamlined processing of this Application pursuant to Sections 63.03 and 63.12 of the Commission’s rules for the reasons set forth in Section II above. VI. INFORMATION REQUIRED BY SECTION 63.04(b) OF THE COMMISSION’S RULES FOR TRANSFER OF CONTROL The additional information required by Section 63.04(b) of the Commission’s rules is provided in Exhibit A. 15

WHEREFORE, for the forgoing reasons, the Applicants respectfully request that the Commission act expeditiously to approve the Transaction. Respectfully submitted, FIDELITY COMMUNICATIONS CO. CABLE ONE, INC. /s/ Jason L. Ross /s/ Steven S. Cochran Jason L. Ross Steven S. Cochran Senior Vice President and Chief Legal Senior Vice President and Chief Financial Officer Officer Fidelity Communications Co. Cable One, Inc. 64 N. Clark Street 210 E. Earll Drive Sullivan, Missouri 63080 Phoenix, Arizona 85012 Bruce E. Beard Chérie R. Kiser Scott C. Friedman Angela F. Collins Cinnamon Mueller Cahill Gordon & Reindel LLP 1714 Deer Tracks Trail, Suite 230 1990 K Street, N.W., Suite 950 St. Louis, MO 63131 Washington, D.C. 20006 314-462-9000 (telephone) 202-862-8900 (telephone) bbeard@cinnamonmueller.com ckiser@cahill.com sfriedman@cinnamonmueller.com acollins@cahill.com Its Attorneys Its Attorneys Dated: April 25, 2019 16

Exhibit A INFORMATION REQUIRED BY 63.04(b) In accordance with the requirements of Section 63.04(b) of the Commission’s rules, the Applicants provide the following information: 63.04(a)(6): Description of the Transaction The Transaction is described in Section III of the Application. 63.04(a)(7): Description of Geographic Service Area and Services in Each Area A description of the geographic service areas and services provided in each area is described in Section I of the Application. 63.04(a)(8): Presumption of Non-Dominance and Qualification for Streamlining This Application is eligible for streamlined processing pursuant to Section 63.03(b)(2) of the Commission’s rules as described in Section II of the Application. 63.04(a)(9): Other Pending Commission Applications Concerning the Proposed Transaction None at this time. The Applicants also will be filing separate applications and/or notices with the Commission for the earth station registrations, wireless authorizations, antenna structure registrations, and community unit identification (“CUID”) registrations held by the Fidelity Subsidiaries. 63.04(a)(10): Special Considerations None. 63.04(a)(11): Waiver Requests (If Any) None. 1

63.04(a)(12): Public Interest Statement The Transaction is in the public interest for the reasons detailed in Section IV of the Application. 2

Exhibit B-1 CABLE ONE, INC. PRE-TRANSACTION Cable One, Inc. (DE) Cable One VoIP LLC Telecommunications Delta Communications, L.L.C. (DE) Management, LLC (IL) (MO) Avenue Broadband Ultra Communications Communications LLC Group, LLC (DE) (DE)

Exhibit B-2 FIDELITY COMMUNICATIONS CO. PRE-TRANSACTION Fidelity Communications Co. (MO) 50% Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity FidelityLink, Telephone Communication Communication Communication Networks, Systems Solutions, Long Cablevision, Inc. Communication LLC Company Services Services Services Inc. Plus, Inc. Inc. Distance, Inc. (MO) International, Inc. (MO) (MO) I, Inc. II, Inc. III, Inc. (MO) (MO) (MO) (MO) (MO) (MO) (MO) (MO) (MO) CoBridge Communications LLC (DE) CoBridge CoBridge Telecom, LLC Broadband, LLC (DE) (DE)

Exhibit B-3 POST-TRANSACTION Cable One, Inc. (DE) Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Fidelity Cable One Fidelity Long FidelityLink, Delta Telephone Communication Systems Cablevision, VoIP LLC Telecommunications Communication Communication Networks, Solutions, Communication Communications, Distance, LLC Management, LLC Services I, LLC Services II, LLC LLC Plus, LLC LLC LLC International, LLC (DE) Services III, LLC LLC (MO) L.L.C. (MO) (MO) (MO) (MO) LLC (MO) (MO) (MO) (MO) (MO) (MO) (IL) (MO) Avenue Ultra CoBridge Broadband Communications Communications LLC Communications Group, LLC (DE) LLC (DE) (DE) CoBridge CoBridge Broadband, LLC Telecom, LLC (DE) (DE)

STATE OF ARIZONA ss: COUNTY OF MARICOPA VERIFICATION I, Steven S. Cochran, state that I am the Senior Vice President and Chief Financial Officer of Cable One, Inc. and a Vice President of its subsidiaries (collectively, the "Company"); that I am authorized to make this Verification on behalf of the Company; that I have read the foregoing document; and that any statements in the foregoing document with respect to the Company, except as otherwise specifically attributed, are true and correct to the best of my knowledge, information, and belief. --J^ Steven S. Cochran Senior Vice President and Chief Financial Officer Cable One, Inc. Sworn and subscribed before me this '^<J>d day of April 2019. Notary Public \ MARIANNE KUROSKI My commission expires I °"£f "S-l Notary Publfc. State ofAitem MARICOPA COUNTY My Commteskan Exptw October 04.2021

STATE OF MISSOURI MJ UJ) UJFD SS. COUNTY OF FRANKLIN VERIFICATION I, Jason L. Ross, state that I am the Senior Vice President and Chief Legal Officer of Fidelity Communications Co. and its subsidiaries and affiliates (collectively, the "Company"); that I am authorized to make this Verification on behalf of the Company; that I have read the foregoing document; and that any statements in the foregoing document with respect to the Company, except as otherwise specifically attributed, are true and correct to the best of my knowledge, information, and belief. J4 on . Rss ~s & CPD Senior Vice President and Chief Legal Officer Fidelity Communications Co. S{QBYPGL—— 1 aessicac carotto <\mupr/C. My Commission Expires *a * Sworn and subscribed before me this Q 3 day of April 2019. 1A NOTRY ioz January 16, 2022 72gy,SEA18 Frankdin County "5 *¢€ail) OF \G@Y Commission #£12384990 No‘téry Public My commission expires %W It, RO22


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Document Modified: 2019-04-25 16:21:26
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