Attachment Attachment 1

This document pretains to ITC-T/C-20110819-00270 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2011081900270_913021

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                                        Before the
                            Federal Communications Commission
                                   Washington, DC 20554

In the Matter of                                   )
                                                   )
PAETEC HOLDING CORPORATION,                        )       File Nos. ITC-T/C-
Transferor                                         )
                                                   )       WC Docket No.
and                                                )
                                                   )
WINDSTREAM CORPORATION,                            )
Transferee                                         )
                                                   )
Applications for Transfer of Control of            )
Domestic and International Authorized              )
Carriers Under Section 214 of the                  )
Communications Act, as Amended                     )

To:    International Bureau
       Wireline Competition Bureau

            APPLICATIONS FOR CONSENT TO TRANSFER OF CONTROL

       Pursuant to Section 214 of the Communications Act of 1934, as amended (the “Act”), 47

U.S.C. § 214, and Sections 63.03, 63.04 and 63.24(e) of the rules, 47 C.F.R. §§ 63.03, 63.04 and

63.24(e), PAETEC Holding Corporation (“PAETEC” or “Transferor”) and Windstream

Corporation (“Windstream” or “Transferee”) (together “Applicants”) seek Commission consent

to the transfer of ultimate control of PAETEC’s authorized subsidiaries described herein from

PAETEC to Windstream.        Both PAETEC and Windstream have local exchange and non-

dominant interexchange carrier subsidiaries authorized by the Commission to provide

international and domestic interstate telecommunications services. A domestic Section 214

supplement, containing the information required by 47 C.F.R. § 63.04, is attached as Exhibit A.

Applicants do not seek streamlined processing of the domestic section 214 application but


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request expedited review so that Windstream’s and PAETEC’s customers, and the public at large,

can begin to realize the public interest benefits of this transaction later this year. 1

I.      THE APPLICANTS

        A.       WINDSTREAM CORPORATION (FRN 0014400220)

        Windstream Corporation, a Delaware corporation headquartered at 4001 Rodney Parham

Road, Little Rock, Arkansas 72212, (501) 748-7000, is a publicly traded (NASDAQ: WIN) S&P

500 diversified communications and technology solutions provider with operations throughout

the United States and the District of Columbia and about $4 billion in annual revenues. 2

Windstream’s subsidiaries provide IP-based voice and data services, MPLS networking, data

center and managed hosting services, and communication systems to businesses and government

agencies. The company also delivers broadband, digital phone and high-definition TV services

to residential customers primarily located in rural areas and operates a local and long-haul fiber

network spanning approximately 60,000 route miles. Windstream’s operations currently include

approximately 3.3 million access lines and 1.34 million high-speed Internet customers. A map

of Windstream’s current service area is attached as Exhibit C.

        B.       PAETEC HOLDING CORPORATION (FRN 0016331985)

        PAETEC Holding Corporation is a publicly traded (NASDAQ: PAET) Delaware

corporation headquartered at One PAETEC Plaza, 600 Willowbrook Office Park, Fairport, New

1 Applicants are requesting that all state regulatory reviews be completed by early November. A Hart-Scott-Rodino
pre-merger notification was submitted to the Department of Justice and Federal Trade Commission on August 11,
2011, the waiting period for which Applicants expect will be completed by September 12, 2011, unless extended by
a Request for Additional Information (“Second Request”).
2 Windstream’s ILEC subsidiaries offer local exchange and intrastate, interstate and international long distance
telecommunications services in Alabama, Arkansas, Florida, Georgia, Iowa, Kentucky, Minnesota, Mississippi,
Missouri, Nebraska, New Mexico, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, and
Texas. Its CLEC subsidiaries offer such services in Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa,
Kansas, Kentucky, Louisiana, Minnesota, Mississippi, Missouri, Nebraska, North Carolina, Ohio, Oklahoma,
Pennsylvania, South Carolina, Tennessee, Texas, and Wisconsin.




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York 14450, (585) 340-2822. 3 PAETEC’s FCC-regulated subsidiaries are competitive local

exchange carriers (“CLECs”) and do not include any incumbent local exchange carriers

(“ILECs”). PAETEC, through these subsidiaries, is authorized to provide and provides local

exchange and intrastate, interstate and international long distance telecommunications services

primarily to business customers in 48 states and the District of Columbia. 4 The company

operates seven data centers in the U.S. and owns approximately 36,700 route miles of fiber in

portions of 39 states and the District of Columbia. A map of PAETEC’s current service area is

attached as Exhibit D.

        PAETEC’s          FCC-regulated        subsidiaries      include      PAETEC         Corp.;    5   PaeTec

Communications,         Inc.;     PaeTec      Communications          of     Virginia,     Inc.;    McLeodUSA

Telecommunications Services L.L.C.; US LEC LLC; 6 US LEC Communications, LLC; US LEC

of Alabama, LLC; US LEC of Florida, LLC; US LEC of Georgia, LLC; US LEC of Maryland,

LLC; US LEC of North Carolina, LLC; US LEC of Pennsylvania, LLC; US LEC of South

Carolina, LLC; US LEC of Tennessee, LLC; US LEC of Virginia, LLC; Cavalier Telephone,

LLC; Cavalier Telephone Mid-Atlantic, LLC; Talk America, Inc.; Talk America of Virginia,

Inc.; LDMI Telecommunications, Inc.; Network Telephone Corp.; The Other Phone Company,



3 As described in more detail below, the following entities hold a ten percent (10%) or greater direct or indirect
interest in PAETEC Holding Corp: Columbia Wanger Asset Management LLC (“CWAM”) (10. 1%); Columbia
Management Investment Advisor, LLC (“CMIA”) (10.1%), indirectly as 100% owner of CWAM; and Ameriprise
Financial, Inc. (10.1%), indirectly as 100% owner of CMIA.
4 This includes all states except Alaska and Hawaii, although one of PAETEC’s subsidiaries is authorized to provide
intrastate long distance telecommunications services in Hawaii.
5PAETEC Corp. does not provide telecommunications services but holds an International Section 214
Authorization under which two of its subsidiaries, PaeTec Communications, Inc. and PaeTec Communications of
Virginia, Inc., operate.
6US LEC LLC does not provide telecommunications services but holds an International Section 214 Authorization
under which four of its subsidiaries, US LEC Communications, LLC, US LEC of Alabama, LLC, US LEC of
Maryland, LLC, and US LEC of Pennsylvania, LLC, provide service.




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Inc.; and Intellifiber Networks, Inc. (collectively, the “PAETEC Licensees”).         Except for

PAETEC Corp. and US LEC LLC, which only hold International Section 214 Authorizations

under which certain of their subsidiaries operate, and Talk America of Virginia, Inc., which only

holds Domestic 214 Authorization, each PAETEC Licensee holds Domestic Section 214

Authorization and holds (or operates under a parent company’s) International Section 214

Authorization.

       Intellifiber Networks, Inc., formerly known as Elantic Telecom Inc. (“Intellifiber”), holds

a Basic International Telecommunications Services (“BITS”) license, granted by the Canadian

Radio-television and Telecommunications Commission (“CRTC”), to provide international

service in Canada, and is registered with the CRTC as a non-facilities-based reseller of

telecommunications services.

       Diagrams showing the current corporate structure of PAETEC and the post-Transaction

corporate structure of the combined operations are attached as Exhibit B.

II.    DESCRIPTION OF THE TRANSACTION

       Pursuant to an Agreement and Plan of Merger (the “Agreement”) dated July 31, 2011, by

and among Windstream, Peach Merger Sub, Inc. (“MergerCo”) (a direct, wholly-owned

subsidiary of Windstream created for the purpose of the merger), and PAETEC, Windstream will

acquire PAETEC (the “Transaction”). Under the terms of the Agreement, PAETEC will merge

with MergerCo, and upon consummation of the merger, PAETEC will continue as the surviving

corporation in the merger as a wholly owned subsidiary of Windstream. In accordance with

Delaware law, all of the rights, privileges, powers, immunities, purposes and franchises of

MergerCo and PAETEC will vest in the surviving corporation and all of the debts, liabilities,

obligations and duties of MergerCo and PAETEC will become the debts, liabilities, obligations




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and duties of the surviving corporation. In the end, Windstream will be the new ultimate parent

company of PAETEC and its subsidiaries.

III.       PUBLIC INTEREST STATEMENT

           Pursuant to Sections 310(d) and 214 of the Act, control of the subject federal licensees

and authorized carriers may not be transferred unless the Commission finds “that the public

interest, convenience and necessity will be served thereby.” 7 The first step in the public interest

analysis is an evaluation of the Transferee’s qualifications. Windstream is legally, technically

and financially qualified to acquire control of the authorized carriers at issue in the instant

applications.

           A.      Public Interest Benefits of the Transaction

           Commission approval of the Transaction will serve the public interest. Created in 2006,

Windstream initially focused primarily on the provision of local, residential wireline services,

mostly in rural areas. 8 However, through a series of transactions that have enabled the company

to expand service offerings to enterprise and government customers in second- and third-tier

markets, Windstream has kept pace with rapid technological advances, evolving consumer

preferences and dynamic changes in the industry.

           The Transaction will enable Windstream to further augment its CLEC and long-haul

operations to better serve multi-location enterprise customers. In particular, the acquisition of

PAETEC will expand the network coverage of Windstream’s subsidiaries to 42 states, a

substantial increase over their current footprint. The acquisition will also expand Windstream’s

fiber network from 60,000 route miles to approximately 100,000 route miles across the country.

7   47 U.S.C. §§ 214, 310(d).
8Windstream was formed on July 17, 2006 through the spin-off of ALLTEL Corporation’s landline business and its
merger with Valor Communications Group.




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In addition, the acquisition will enable Windstream’s subsidiaries to expand their data center

offerings across the United States. This Transaction will thus advance Windstream’s continued

ability to deploy and maintain innovative telecommunications offerings, benefiting consumers

and serving the public interest, convenience and necessity.                    In particular, the Transaction

strengthens the ability of Windstream’s CLEC subsidiaries to compete in markets outside of

Windstream’s ILEC territory.

        The efficiencies and economies of scale resulting from the Transaction will improve the

combined entities’ economic position and, thus, their ability to continue to attract financing to

invest in and offer new and innovative services as competitive providers. Enabling carriers to

achieve such efficiencies is publicly beneficial as competition serves the public interest, and

better positions these companies to face new competitive challenges. The Transaction will also

provide each Applicant with access to the other’s advanced network capabilities, technical and

financial strengths, and complementary services, which together are expected to strengthen

Applicants’ combined ability to provide quality service and compete with local exchange carriers,

incumbent cable companies, and other communications providers. The Transaction will enable

the customers of PAETEC to benefit from innovative products offered by Windstream and vice

versa, and the combined enterprise will be able to achieve greater economies of scale and scope

than either Windstream or PAETEC would if it continues to operate independently.

        B.       The Transaction Will be Seamless to Subscribers

        But for a potential brand name change, the Transaction will largely be seamless to

PAETEC customers, all of whom will continue to be served by their current PAETEC carrier. 9



9 Because there is no change in the serving carrier of any of the customers of PAETEC’s operating subsidiaries as a
result of the Transaction, no carrier change notice to customers and the Commission is required pursuant to Section



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The Transaction itself is not expected to adversely affect the rates or other terms of service that

customers currently experience. 10 The Transaction is not expected to adversely affect – and if

anything, will improve – the already high level and quality of service that PAETEC’s customers

currently receive.

        C.       The Transaction Poses No Material Competitive Risk to the Domestic
                 Interstate Market and Approval Is Consistent with Commission Precedent

        The Transaction is not expected to harm competition in any relevant market. In fact, by

enhancing Windstream’s CLEC operations and transport network, the Transaction will

strengthen and promote competition and will yield tangible public interest benefits. Given the

increasingly competitive nature of the interstate telecommunications market, the Applicants seek

to complete the Transaction later this year in order to ensure that customers and Applicants can

rapidly obtain the benefits that will be generated by the combined companies.

                 1.       Applicants Have a De Minimis Shar e of the Domestic Inter state
                          Inter exchange Mar ket

        PAETEC and Windstream presently have a de minimis share of the domestic interstate

interexchange market and are regulated as nondominant in that market. 11 The Commission has

already determined that combinations between nondominant carriers resulting in less than 10

percent market share of the interstate interexchange market are “extremely unlikely [to] result in


64.1120(e). See 47 C.F.R. § 64.1120(e). To the extent that there may be name changes for any of the carriers in the
future, Applicants will provide the appropriate notifications of such changes to affected customers.
10 In view of the current rapidly changing communications market, any provider must constantly review its pricing
strategies and product mix to respond appropriately to marketplace demands. The rates, terms, and conditions will
not change as a result of the Transaction and will be the same immediately after the Transaction as immediately
before the Transaction. Prices and product mix necessarily will change over time in the normal course of business
and pursuant to applicable regulatory and legal processes.
11 See 47 C.F.R. § 63.03; Regulatory Treatment of LEC Provision Of Interexchange Services Originating In The
LEC's Local Exchange Area and Policy And Rules Concerning The Interstate, Interexchange Marketplace, 12 FCC
Rcd 15756, 15761-64 ¶¶ 5-9 (1997) (establishing criteria for independent ILECs to be eligible for nondominant
regulatory treatment).




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a public interest harm” and “unlikely to raise public interest concerns.” 12 The Applicants’

combined market share will fall well below that threshold. 13

                  2.       Applicants Have Only De Minimis ILEC-CLEC Over laps and No
                           ILEC-ILEC Adjacencies

         With respect to ILEC markets, the Commission has routinely found that where mergers

between non-RBOCs result in de minimis overlaps and no, or only minimal, adjacencies between

ILEC markets where the adjacent exchanges are very small, “no harm to competition is likely to

occur.” 14 As neither PAETEC nor its subsidiaries are ILECs in any of their markets, the


12 Implementation of Further Streamlining Measures for Domestic Section 214 Authorizations, Report and Order, 17
FCC Rcd 5517, 5533 ¶ 30 (2002) (“Domestic Streamlining Order”) (citing to U.S. Dept. of Justice and Federal
Trade Commission Horizontal Merger Guidelines, § 1.51 n.18).
13 Commission data indicates that in 2009 U.S. telecommunications carriers reported over $98 billion in gross
interstate revenues. Telecommunications Industry Revenues: 2009, FCC Wireline Competition Bureau, at Table 7
(May 2011). In 2009, the combined interstate revenues of Windstream and PAETEC only totaled approximately
$ 1.436 billion (approximately 1.5 percent of the total gross interstate revenues for all U.S. carriers). Even assuming
a substantial decline in total industry interstate revenues since 2009, the combined operations would still readily fall
below 10 percent of the total. With the combined companies’ minimal share of total industry interstate revenues, it
is safe to presume that the combined companies have less than 10 percent of the interstate interexchange market.
Similarly, for 2009, the Commission reported $13.34 billion in total gross international revenues for U.S. Carriers.
Telecommunications Industry Revenues: 2009, FCC Wireline Competition Bureau, at Table 7 (May 2011). In 2009,
Windstream and PAETEC had a combined $ 38.1 million in international revenues (0.3 percent of the total). Even
assuming a substantial decline in total U.S. Carrier international revenues since 2009, the combined companies still
only hold a minimal share of the international market.
14 See Joint Applications of Global Crossing Ltd. and Citizens Communications Co., 16 FCC Rcd 8507, 8510-11
¶¶ 7-9 (CCB, CSB, WTB 2001) (“Global Crossing-Citizens”) (granting transfer of control involving ILECs with
adjacent exchanges where merger would provide service efficiencies); Joint Applications of Telephone and Data
Systems, Inc, and Chorus Communications, Ltd., 16 FCC Rcd 15293, 15296-98 ¶ 8-9 (CCB, WTB 2001) (“TDS-
Chorus”) (granting transfer of control involving an ILEC and in-region provider of local exchange and exchange
access services where transaction overall resulted in pro-competitive benefits). The Commission approved
Windstream’s acquisitions of CT Communications, D&E Communications, Lexcom, Iowa Telecom, NuVox, and Q-
Comm in light of these precedents. See Public Notice, 25 FCC Rcd 16099 (WCB 2010) (“Windstream-Q-Comm”)
(citing TDS-Chorus); Public Notice, 25 FCC Rcd 1268 (WCB 2010) (“Windstream-Nuvox”) (citing TDS-Chorus);
Public Notice, 25 FCC Rcd 5456 (WCB 2010) (“Windstream-Iowa”) (citing Global Crossing-Citizens); Public
Notice, 24 FCC Rcd 13672 (WCB 2009) (“Windstream-Lexcom”) (citing Global Crossing-Citizens and TDS-
Chorus); Public Notice, 24 FCC Rcd 10148 (WCB 2009) (“Windstream-D&E”) (citing Global Crossing-Citizens);
Public Notice, 22 FCC Rcd 15145 (WCB 2007) (“Windstream-CTC”) (citing Global Crossing-Citizens and TDS-
Chorus). See also Applications Filed for the Transfer of Control of Embarq Corporation to Century Tel, Inc.,
Memorandum Opinion and Order, 24 FCC Rcd, 8741, 8749-51 ¶¶ 16-19 (2009) (“Embarq-CenturyTel”) (citing
TDS-Chorus in “find[ing] that the proposed transaction is unlikely to harm competition or potential competition in
those local markets where the Applicants currently compete”); Madison River Communications Corp., Public Notice,
22 FCC Rcd 625 (2007) (stating that transferee provided competitive access service in transferor’s ILEC territory in
one state) (“Madison River”), granted, Public Notice, 22 FCC Rcd 3584 (WCB 2007) (“Madison River Grant”).




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Transaction involves no ILEC adjacencies. 15 Moreover, the Transaction results in only de

minimis ILEC-CLEC overlaps in six discrete markets where Applicants would continue to face

strong competition as a combined company. 16 These overlaps, which affect less than 0.3 percent

of PAETEC’s lines ([[          ]] out of [[           ]]), 17 are:

         Syracuse, NY Market (4 rate centers):

                  •   The Cazenovia, NY rate center, in which PAETEC provides [[ ]] business
                      lines and Windstream’s ILEC subsidiary maintains [[ ]] business lines and
                      [[      ]] total lines.

                  •   The Fulton, NY rate center, in which PAETEC provides [[ ]] business lines
                      and Windstream’s ILEC subsidiary maintains [[     ]] business lines and
                      [[    ]] total lines.

                  •   The Marcellus, NY rate center, in which PAETEC provides [[ ]] business line
                      and Windstream’s ILEC subsidiary maintains [[   ]] business lines and
                      [[    ]] total lines.

                  •   The Munnsville, NY rate center, in which PAETEC provides [[ ]] business
                      lines and Windstream’s ILEC subsidiary maintains [[ ]] business lines and
                      [[ ]] total lines.

         Buffalo, NY Market (1 rate center):

                  •   The Jamestown, NY rate center, in which PAETEC provides [[ ]] business
                      lines and Windstream maintains [[     ]] business lines and [[ ]] total
                      lines.

         Charlotte, NC Market (5 rate centers):



15 PAETEC is a CLEC in markets adjacent to certain Windstream ILEC markets in a number of geographic areas.
As the Commission explained in its Domestic Streamlining Order, public interest concerns under the Commission’s
streamlining framework are raised in markets where there are ILEC-ILEC adjacencies. These concerns are not
present where, as here, PAETEC is not an ILEC and its adjacent markets are “geographic areas served by a
dominant local exchange carrier” not a party to the transaction. See Domestic Streamlining Order, 17 FCC Rcd at
5533-34 ¶¶ 31-32.
16There is one additional ILEC-CLEC overlap market, Jacksonville, FL, where PAETEC offers service but has no
customers currently.
17Applicants use “[[ . . . ]]” to identify confidential and proprietary information provided pursuant to the Applicants’
Request for Confidential Treatment filed contemporaneously with this application.




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       •   The Concord, NC rate center, in which PAETEC provides [[ ]] business
           lines and Windstream’s ILEC subsidiary maintains [[     ]] business lines
           and [[      ]] total lines.

       •   The Harrisburg, NC rate center, in which PAETEC provides [[ ]] business
           lines and Windstream’s ILEC subsidiary maintains [[    ]] business lines
           and [[     ]] total lines.

       •   The Kannapolis, NC rate center, in which PAETEC provides [[ ]] business
           lines and Windstream’s ILEC subsidiary maintains [[   ]] business lines
           and [[      ]] total lines.

       •   The Matthews, NC rate center, in which PAETEC provides [[ ]] business
           lines and Windstream’s ILEC subsidiary maintains [[    ]] business lines
           and [[      ]] total lines.

       •   The Mooresville, NC rate center, in which PAETEC provides [[ ]] business
           lines and Windstream’s ILEC subsidiary maintains [[    ]] business lines
           and [[      ]] total lines.

Atlanta, GA Market (3 rate centers):

       •   The Dalton, GA rate center, in which PAETEC provides [[ ]] business lines
           and Windstream’s ILEC subsidiary maintains [[     ]] business lines and
           [[      ]] total lines.

       •   The Jasper, GA rate center, in which PAETEC provides [[ ]] business lines
           and Windstream’s ILEC subsidiary maintains [[   ]] business lines and
           [[     ]] total lines.

       •   The Monroe, GA rate center, in which PAETEC provides [[ ]] business lines
           and Windstream’s ILEC subsidiary maintains [[   ]] business lines and
           [[     ]] total lines.

Louisville, KY Market (1 rate center):

       •   The Elizabethtown, KY rate center, in which PAETEC provides [[ ]] business
           lines and Windstream’s ILEC subsidiary maintains [[   ]] business lines
           and [[      ]] total lines.

Winchester, KY Market (2 rate centers):

       •   The Lexington, KY rate center, in which PAETEC provides [[ ]] business
           lines and Windstream’s ILEC subsidiary maintains [[    ]] business lines
           and [[      ]] total lines.




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                   •   The Versailles, KY rate center, in which PAETEC provides [[ ]] business
                       lines and Windstream’s ILEC subsidiary maintains [[    ]] business lines
                       and [[     ]] total lines.

The existing wireline competitors in each of the above rate centers are identified in Exhibit

E attached hereto.

          The Commission has uniformly approved similar non-RBOC transactions involving a

limited number of overlapping and/or adjacent exchanges affecting a limited number of access

lines. 18 This Transaction clearly meets this standard. 19 Among Windstream’s more than 1,000

ILEC exchanges, there are only a handful of de minimis ILEC-CLEC overlaps resulting from this

Transaction, and there are no ILEC-ILEC adjacencies. 20 Importantly, the combined company

will face significant competition in the enterprise market. 21

          D.       International Section 214 Public Interest Considerations

          Approval of the Transaction (i) will promote and preserve competition in the

international telecommunications marketplace and (ii) will ensure that Windstream has the

necessary authority to continue to offer seamless international services to existing PAETEC

customers. The Transaction poses no risk of anticompetitive impact on the U.S. international

telecommunications marketplace. Applicants together hold only a tiny share of the international


18 See, e.g., TDS-Chorus, 16 FCC Rcd at 15297-99 ¶¶ 9-10; Windstream- Nuvox, 25 FCC Rcd at 1268; Madison
River, 22 FCC Rcd at 625 and Madison River Grant, 22 FCC Rcd at 3584.
19   See Global Crossing-Citizens, 16 FCC Rcd at 8507 ¶ 7.
20 In contrast, Global Crossing-Citizens involved ILEC-ILEC adjacencies in four states, and also involved 71
exchanges ranging from a couple of hundred to nearly 300,000 access lines. See Global Crossing-Citizens, 16 FCC
Rcd at 8510 ¶ 7; Global Crossing Ltd. And Citizens Communications Co. Ex Parte Presentation, CCB Pol. No. 00-1,
at 5-6 and Attachment C. Windstream’s acquisition of CT Communications entailed many adjacencies as well as a
similar number of ILEC-CLEC overlaps (eight total) and the Bureau found that the Commission’s rationale from
Global Crossing-Citizens and TDS-Chorus supported approval of that transaction. See Windstream-CTC, 22 FCC
Rcd at 15145. See also Windstream-D&E, 24 FCC Rcd at 10148; Windstream-Lexcom, 24 FCC Rcd at 13672;
Windstream-NuVox, 25 FCC Rcd at 1268.
21 See Embarq-CenturyTel, 24 FCC Rcd at 8741 ¶ 19 (stating that “given the enhanced revenue opportunities in
serving enterprise customers, . . . competitive LECs are more likely to target such customers when entering an area”).




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telecommunications market, and therefore the Applicants would have no ability to adversely

affect competition. 22

           In addition, the Commission’s principal concern for “the exercise of foreign market

power in the U.S. market” is that such market power “could harm U.S. consumers through

increases in prices, decreases in quality, or reductions in alternatives in end user markets.” 23 As

the Commission explained further, “generally, this risk occurs when a U.S. carrier is affiliated

with a foreign carrier that has sufficient market power on the foreign end of a route to affect

competition adversely in the U.S. market.” 24 As discussed herein, Windstream does not

currently have and will not acquire through this Transaction any affiliations with foreign carriers

with market power. 25            Thus, consumers will not be adversely affected by virtue of the

Transaction.

IV.        SECTION 63.24 INFORMATION

           In accordance with Section 63.24(e) of the Commission’s rules, 47 C.F.R. § 63.24(e), the

Applicants submit the following information in support of the instant application. Information is

provided responsive to the provisions of Section 63.18 of the rules, paragraphs (a) through (p), as

applicable.




22   See supra note 13 (describing the Commission’s international revenue data).
23Rules and Policies on Foreign Participation in the U.S. Telecommunications Market; Market Entry and
Regulation of Foreign-Affiliated Entities, Report and Order and Order on Reconsideration, 12 FCC Rcd 23891,
23951-54 ¶ 144-46 (1997).
24   See id. at 23991 ¶ 221.
25 As described above, Intellifiber, a PAETEC subsidiary, holds a BITS license, granted by the CRTC, to provide
international service in Canada, and is registered with the CRTC as a non-facilities-based reseller of
telecommunications services.




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(a)   Name, address, and telephone number

      Transferor:

      PAETEC Holding Corporation
      One PAETEC Plaza
      600 Willowbrook Office Park
      Fairport, NY 14450
      (585) 340-2822 (Tel)
      (585) 340-2563 (Fax)

      Authorized Carriers (international and/or domestic), with FRN Numbers:

      PAETEC Corp.                                             FRN: 0015455868
      PaeTec Communications, Inc.                              FRN: 0011017795
      PaeTec Communications of Virginia, Inc.                  FRN: 0016991374
      McLeod USA Telecommunications Services L.L.C.            FRN: 0003716073
      US LEC LLC                                               FRN: 0003721396
      US LEC Communications, LLC                               FRN: 0008775157
      US LEC of Alabama, LLC                                   FRN: 0004987806
      US LEC of Florida, LLC                                   FRN: 0004987814
      US LEC of Georgia, LLC                                   FRN: 0004987848
      US LEC of Maryland, LLC                                  FRN: 0004987798
      US LEC of North Carolina, LLC                            FRN: 0004987707
      US LEC of Pennsylvania, LLC                              FRN: 0004987715
      US LEC of South Carolina, LLC                            FRN: 0004987780
      US LEC of Tennessee, LLC                                 FRN: 0004987723
      US LEC of Virginia, LLC                                  FRN: 0004987764
      Cavalier Telephone, LLC                                  FRN: 0003757275
      Cavalier Telephone Mid-Atlantic, LLC                     FRN: 0015799133
      Talk America, Inc.                                       FRN: 0004319430
      Talk America of Virginia, Inc.                           FRN: 0015669492
      LDMI Telecommunications, Inc.                            FRN: 0004371043
      Network Telephone Corp.                                  FRN: 0004071262
      The Other Phone Company, Inc.                            FRN: 0004346706
      Intellifiber Networks, Inc.                              FRN: 0013102439

      One PAETEC Plaza
      600 Willowbrook Office Park
      Fairpoint, NY 14450
      (585) 340-2822 (Tel)
      (585) 340-2563 (Fax)




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      Transferee:

      Windstream Corporation
      4001 Rodney Parham Rd.
      Little Rock, AR 72212
      (501) 748-7000 (Tel)
      (501) 748-7996 (Fax)

(b)   Citizenship

      Transferor:

      PAETEC Holding Corporation is a Delaware corporation.

      Authorized Carriers (international and/or domestic):

      •   PAETEC Corp. and PaeTec Communications, Inc. are Delaware corporations.

      •   PaeTec Communications of Virginia, Inc., Talk America of Virginia, Inc., and
          Intellifiber Networks, Inc. are Virginia corporations.

      •   McLeodUSA Telecommunications Services L.L.C. is an Iowa limited liability
          company.

      •   US LEC Communications, LLC, US LEC of Georgia, LLC, US LEC of South
          Carolina, LLC, US LEC of Tennessee, LLC, US LEC of Virginia, LLC, and
          Cavalier Telephone Mid-Atlantic, LLC are Delaware limited liability
          companies.

      •   US LEC LLC, US LEC of Alabama, LLC, US LEC of Florida, LLC, US LEC
          of Maryland, LLC, US LEC of North Carolina, LLC, and US LEC of
          Pennsylvania, LLC are North Carolina limited liability companies.

      •   Cavalier Telephone, LLC is a Virginia limited liability company.

      •   Talk America, Inc. is a Pennsylvania corporation.

      •   LDMI Telecommunications, Inc. is a Michigan corporation.

      •   Network Telephone Corp. and The Other Phone Company, Inc., are Florida
          corporations.

      Transferee:

      Windstream is a Delaware corporation.




                                      14


                                        REDACTED – FOR PUBLIC INSPECTION


(c)   Contact Information (Answer to IBFS Main Form Question 10)

      For the Transferor and Authorized Carriers:

      William A. Haas
      Corporate Vice President Public Policy & Regulatory
      PAETEC
      1 Martha’s Way
      Hiawatha, IA 52233
      (319) 790-7295 (Tel)
      (319) 790-7901 (Fax)
      william.haas@paetec.com

      With a copy to:

      Jean L. Kiddoo
      Brett P. Ferenchak
      Bingham McCutchen LLP
      2020 K Street, N.W.
      Washington, DC 20006-1806
      (202) 373-6034 (Tel)
      (202) 373-6001 (Fax)
      jean.kiddoo@bingham.com
      brett.ferenchak@bingham.com

      For the Transferee:

      Eric Einhorn
      Vice President - Federal Government Affairs
      Windstream
      1101 17th Street, N.W., Suite 802
      Washington, DC 20036
      (202) 223-7668 (Tel)
      (202) 223-7669 (Fax)
      eric.n.einhorn@windstream.com

      With a copy to:

      Kenneth D. Patrich
      Mark A. Walker
      Wilkinson Barker Knauer, LLP
      2300 N Street, N.W., Suite 700
      Washington, DC 20037
      (202) 783-4141 (Tel)
      (202) 783-5851 (Fax)
      kpatrich@wbklaw.com
      mwalker@wbklaw.com


                                       15


                                               REDACTED – FOR PUBLIC INSPECTION



       (d)    International Section 214 Authorizations (Answer to IBFS Main Form
              Question 10)

              Authorized Carriers:

Carrier                                              International Section 214 Authorization
PAETEC Corp.                                         Global Facilities-Based/Global Resale
The following subsidiaries of PAETEC Corp.           Services,
operate under its International Section 214          FCC File No. ITC-214-19980925-00658
Authorization:
   • PAETEC Communications, Inc.
   • PAETEC Communications of Virginia, Inc.
McLeodUSA Telecommunications Services, L.L.C.        Global Resale Services,
                                                     FCC File No. ITC-214-19930827-00153
                                                     (Old FCC File No. ITC-93-311)
US LEC of North Carolina LLC                         Global Resale Services,
                                                     FCC File No. ITC-214-19970220-00101
US LEC of Georgia LLC                                Global Resale Services,
US LEC of Tennessee LLC                              FCC File No. ITC-214-19970929-00589
US LEC of Virginia, LLC
US LEC of Florida, LLC
US LEC of South Carolina, LLC
US LEC LLC                                           Global or Limited Global Facilities-Based
The following subsidiaries of US LEC LLC operate     and Resale Services,
under its International Section 214 Authorization:   FCC File No. ITC-214-19990303-00104
   • US LEC Communications LLC
   • US LEC of Alabama, LLC
   • US LEC of Maryland, LLC
   • US LEC of Pennsylvania, LLC
Talk America, Inc.                                   Resell Service of Other Common Carriers
                                                     to Provide Switched Service from the
                                                     United States to International Points,
                                                     FCC File No. ITC-214-19960119-00025
                                                     (Old File No. ITC-96-053)
LDMI Telecommunications, Inc.                        Resell Service of Common Carriers to
                                                     International Points,
                                                     FCC File No. ITC-214-19940517-00169
                                                     (Old File No. ITC-94-330)
Network Telephone Corp.                              Global or Limited Global Resold
                                                     International Services,
                                                     FCC File No. ITC-214-19981228-00911
The Other Phone Company, Inc.                        Global or Limited Global Resold
                                                     International Services,
                                                     FCC File No. ITC-214-19980501-00289
                                                     (Old File No. ITC-98-336)


                                             16


                                                         REDACTED – FOR PUBLIC INSPECTION


Carrier                                                        International Section 214 Authorization
Intellifiber Networks, Inc.                                    Global and Limited Global Facilities-
                                                               Based and Resold Services,
                                                               FCC File No. ITC-214-20020730-00389

                 Transferor:

        PAETEC holds no international Section 214 authorizations in its own right. PAETEC’s

subsidiaries hold or operate under the international Section 214 authorizations listed above.

                 Transferee:

        Windstream holds no international Section 214 authorizations in its own right. 26

        (h)      Ten Percent or Greater Interest Holders/Interlocking Directorates (Answer
                 to IBFS Main Form Questions 11 and 12) 27

        To its knowledge Windstream is, and will remain post-closing, a publicly traded

company with no 10 percent or greater interest holders.

        Windstream currently has no interlocking directorates with a foreign carrier. Except for

an interlocking directorate with Intellifiber (see p. 4 supra), Windstream will not have any such

interlocking directorates after consummation of the Transaction.




26 Windstream’s authorized subsidiaries provide international telecommunications services pursuant to the
following international Section 214 authorizations: File Nos. ITC-214-2006-0816-00433; ITC-214-20000719-
00451; ITC-214-19981110-00835; ITC-214-200I0802-00418; ITC-214-20060501-00261; ITC-214-1993040S-
00054; ITC-214-19970707-00382; ITC-214-19930302-00003; ITC-214-20000627-00408; ITC-214-19961219-
00634; ITC-214-20080709-00316; ITC-214-20010501-00266; ITC-214-20010823-00464; ITC-214-20050906-
00360; ITC-214-19960725-00339; ITC-214-20010501-00265; ITC-214-19990323-00165; ITC-214-19960826-
00406; ITC-214-19960826-00407; and ITC-214-19940224-00080.
27Although the Commission’s rules for combined domestic and international applications require this information
only for the assignee/transferee, see 47 C.F.R. §§ 63.04(b), 63.18(h), 63.24(e)(2), Applicants are providing
ownership information for both parties.




                                                       17


                                                         REDACTED – FOR PUBLIC INSPECTION

          The PAETEC Licensees are each indirectly wholly owned by PAETEC. See Exhibit B,

hereto. The following entities currently hold a ten percent (10%) or greater direct or indirect

interest in PAETEC Holding Corp.:


                   Name:                      Columbia Wanger Asset Management, LLC (“CWAM”)
                   Address:                   227 West Monroe Street, Suite 3000
                                              Chicago, IL 60606
                   Citizenship:               U.S.
                   Principal Business:        Investments
                   % Interest:                10.1% (indirectly in PAETEC) 28

                   Name:                      Columbia Management Investment Advisor, LLC
                                              (“CMIA”)
                   Address:                   100 Federal Street
                                              Boston, MA 02110
                   Citizenship:               U.S.
                   Principal Business:        Investment
                   % Interest:                10.1% (indirectly in PAETEC as sole owner of CWAM) 29

                   Name:                      Ameriprise Financial, Inc. (“Ameriprise”)
                   Address:                   1099 Ameriprise Financial Center
                                              Minneapolis, MN 55474
                   Citizenship:               U.S.
                   Principal Business:        Financial Services
                   % Interest:                10.1% (indirectly in PAETEC as the 100% direct owner of
                                              CMIA) 30

                   Ameriprise is a publicly traded corporation (NYSE: AMP). To Applicant’s
                   knowledge, no person or entity directly or indirectly owns or controls a ten
                   percent (10%) or more interest in Ameriprise.



28 CWAM does not own any equity in PAETEC. Rather, CWAM is an investment management company for its
clients, various pensions and funds (the “CWAM Clients”), that directly own stock in PAETEC. No individual
client, however, holds ten percent (10%) or more of the stock of PAETEC. In its capacity as an investment
management company, CWAM assigns a portfolio manager or managers to each CWAM Clients and the portfolio
manager(s) makes the investment decisions for the CWAM Client(s) that the portfolio manager is responsible for.
Robert Mohn, a U.S. citizen, is the portfolio manager or co-manager for every CWAM Client that holds PAETEC
stock and, in that capacity, may be considered to have control of 10.1% of the stock of PAETEC. Mr. Mohn’s
business address is the same as CWAM’s. No other portfolio manager manages CWAM Clients that collectively
hold ten percent (10%) or more of the stock of PAETEC.
29   CMIA is the sole member of CWAM.
30   Ameriprise is the sole member of CMIA.




                                                       18


                                                   REDACTED – FOR PUBLIC INSPECTION

               Since CWAM does not itself own or control any of the equity of PAETEC,
               PAETEC does not believe that CWAM, CMIA or Ameriprise is considered to
               own or control ten percent (10%) or more of PAETEC and do not need to be
               reported under the FCC’s ownership attribution guidelines but is reporting these
               entities out of an abundance of caution.

       PAETEC Holding Corp. is a publicly held corporation. Except as stated above, to

PAETEC’s knowledge, no other person or entity directly or indirectly owns or controls a ten

percent (10%) or more interest in PAETEC.

       (i)     Foreign Carrier Affiliation Certification (Answer to IBFS Main Form
               Question 14)

       Windstream certifies that following consummation of the transaction, (i) it will not be a

foreign carrier within the meaning of 63.09(d) of the Commission’s Rules, 47 C.F.R. §63.09(d);

and (ii) it will become affiliated, within the meaning of the Commission’s Rules, with Intellifiber,

a foreign carrier in Canada. See p. 4 supra.

       (j)     Foreign Carrier and Destination Countries (Answer to IBFS Main Form
               Questions 14-17)

       Windstream certifies that through the acquisition of control of the PAETEC Licensees, it

does not seek to provide international telecommunications services to any country where (i)

Windstream is a foreign carrier; (ii) Windstream controls a foreign carrier, except in Canada,

where Windstream will control Intellifiber upon completion of the Transaction; (iii) any entity

that owns more than 25 percent of Windstream or controls Windstream, controls a foreign carrier

in that country; or (iv) two or more foreign carriers (or parties that control foreign carriers) own,

in the aggregate more than 25 percent of Windstream 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.




                                                 19


                                                 REDACTED – FOR PUBLIC INSPECTION


       (k)     WTO Membership of Destination Countries (Answer to IBFS Main Form
               Questions 14-17)

       Canada is a member of the World Trade Organization.

       (l)-(m) Nondominant Regulatory Classification (Answer to IBFS Main Form
               Questions 14-17)

       Windstream qualifies for a presumption of non-dominant treatment on the US-Canada

route post-closing pursuant to Section 63.10(a)(3) of the Commission’s Rules because its future

foreign carrier affiliate in Canada, Intellifiber, lacks a 50 percent market share in the

international transport and local access markets on the foreign end of the route and thus lacks

sufficient market power on the foreign end to adversely affect competition in the U.S. market.

As noted previously, Intellifiber holds a BITS license in Canada to provide international service

and is registered as a non-facilities-based reseller of telecommunications services with the CRTC.

       (n)     Special Concessions Certification (Answer to IBFS Main Form Question 21)

       Windstream certifies that it has not agreed to accept special concessions directly or

indirectly from any foreign country with respect to any U.S. 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.

       (o)     Federal Benefits/Anti-Drug Abuse Act of 1988 Certification (Answer to IBFS
               Main Form Question 25)

       Applicants certify pursuant to Sections 1.2001 through 1.2003 of the rules, 47 C.F.R.

§ 1.2001-1.2003, 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, 21 U.S.C. § 862.

       (p)     Eligibility for Streamlined Processing (Answer to IBFS Main Form Question
               20)

       Applicants respectfully submit that this Application is eligible for streamlined processing

with respect to the international Section 214 authorizations held by the PAETEC Licensees


                                               20


                                                    REDACTED – FOR PUBLIC INSPECTION

pursuant to Section 63.12(a)-(b) of the Commission’s Rules, 47 C.F.R. §63.12(a)-(b). Post-

closing, Windstream will be affiliated with a foreign carrier in Canada, but as demonstrated in

item (m) above, Windstream qualifies for a presumption of non-dominance under Section

63.10(a)(3) on this route. On all other routes, Windstream will not be affiliated with any foreign

carrier.

V.         TRANSFER OF CONTROL OF DOMESTIC SECTION 214 AUTHORITY

           Pursuant to Section 63.04(b) of the rules, 47 C.F.R. § 63.04(b), information responsive to

Section 63.04(a)(6)-(a)(l2) of the rules is provided in Exhibit A.

VI.        CONCLUSION

           For the foregoing reasons, Applicants request expedited Commission consent to the

transfer of control of the identified PAETEC subsidiaries to Windstream in connection with the

Transaction described herein.




                                                  21


       Respectfully submitted,

                                               PAETEC HOLDING CORPORATION


         Eric Einhorn                                  William A. Haas
         Vice President — Federal Government           Corporate Vice President Public
         Affairs                                       Policy & Regulatory
         1101 17th Street, N.W., Suite 802             1 Martha‘s Way
         Washington, DC 20036                          Hiawatha, IA 52233
         (202) 223—7668 (Tel)                          (319) 790—7295 (Tel)
         (202) 223—7669 (Fax)                          (319) 790—7901 (Fax)

  Of Counsel:                                  Of Counsel:

         Bryan N. Tramont                              Jean L. Kiddoo
         Kenneth D. Patrich                            Brett P. Ferenchak
         Mark A. Walker                                Bingham McCutchen LLP
         Wilkinson Barker Knauer, LLP                  2020 K. Street, N.W., Suite 1100
         2300 N Street, N.W., Suite 700                Washington, DC 20006
         Washington, DC 20037                          (202) 373—6034 (Tel)
         (202) 783—4141 (Tel)
                                               Its Attorneys
  Its Attorneys




August 19, 2011


        Respectfully submitted,

  WINDSTREAM CORPORATION                        PAETEC HoLDING CORPORATION

  By:                                           By:
          Eric Einhorn                                  William A. Haasd       [FZk)
          Vice President — Federal Government           Corporate Vice President Public
          Affairs                                       Policy & Regulatory
          1101 17th Street, NW., Suite 802              1 Martha‘s Way
          Washington, DC 20036                          Hiawatha, IA 52233
          (202) 223—7668 (Tel)                          (319) 790—7295 (Tel)
          (202) 223—7669 (Fax)                          (319) 790—7901 (Fax)

  Of Counsel:                                   Of Counsel:

          Bryan N. Tramont                              Jean L. Kiddoo
          Kenneth D. Patrich                            Brett P. Ferenchak
          Mark A. Walker                                Bingham McCutchen LLP
          Wilkinson Barker Knauer, LLP                  2020 K Street, N.W., Suite 1100
          2300 N Street, N W., Suite 700                Washington, DC 20006
          Washington, DC 20037                          (202) 373—6034 (Tel)
          (202) 783—4141 (Tel)
                                                Its Attorneys
  Its Attorneys




August 19, 2011


                                                 REDACTED – FOR PUBLIC INSPECTION

                                          EXHIBIT A

                    Transfer of Control of Domestic Section 214 Authority
               Information Responsive to Section 63.04(a)(6)-(a)(12) of the Rules

   1. Description of Transaction (§ 63.04(a)(6))

       The Transaction is described in Section II.

   2. Description of Geographic Service Area and Services in Each Area (§ 63.04(a)(7))

       Applicants’ wireline domestic interstate and international services are described in detail

in Sections I and III. PAETEC and Windstream subsidiaries both presently offer domestic

interstate and international telecommunications services in their service territories, and

Windstream subsidiaries of the combined companies will continue to offer such services after

consummation of the merger.

   3. Streamlined Processing (§ 63.04(a)(8))

   Applicants do not seek streamlined processing of the domestic interstate section 214

application.

   4. Other Related Applications (§ 63.04(a)(9))

       Not applicable.

   5. Statement of Imminent Business Failure (§ 63.04(a)(10))

       Not applicable.

   6. Separately Filed Waiver Requests (§ 63.04(a)(11))

       Not applicable.

   7. Public Interest Statement (§ 63.04(a)(12))

       See Section III.


                        REDACTED – FOR PUBLIC INSPECTION




                  EXHIBIT B

Organization Charts Illustrating the Transaction


       Pre-Transaction Corporate Structure of PAETEC and Windstream

                                PAETEC Holding Corp.                                                       Windstream Corporation
                                           (“PAETEC”)                                                              (“Windstream”)


                                                  100%                                                                     100%

                                     PAETEC Corp.

                                                 100%
                                                                                                   Peach Merger                   Windstream’s
                                                                                                     Sub, Inc.                  Existing Operating
                                                                                                    (“MergerCo”)                   Subsidiaries




                                                                                                                                                REDACTED – FOR PUBLIC INSPECTION
                                     PaeTec Communications
                                         of Virginia, Inc.
                                             (“PAETEC-VA”)



 Cavalier Telephone Company and                              PaeTec Communications, Inc. (“PCI”)
    its Regulated Subsidiaries                                 and its Regulated Subsidiaries
(See Attached Chart - Cavalier Telephone                             (See Attached Chart -
   Company’s Regulated Subsidiaries)                             PCI’s Regulated Subsidiaries )


                                                 Illustration of the Transaction

                                PAETEC Holding Corp.                                                                              Windstream Corporation
                                           (“PAETEC”)                                                                                     (“Windstream”)
                                                                                             MergerCo merges
                                                                                                 with and into
                                                  100%                                          PAETEC, with                                      100%
                                                                                             PAETEC surviving
                                     PAETEC Corp.                                                  the merger

                                                                                                                          Peach Merger                   Windstream’s
                                                                                                                             Sub, Inc.                 Existing Operating
                                                 100%                                                                                                     Subsidiaries
                                                                                                                           (“MergerCo”)




                                                                                                                                                                       REDACTED – FOR PUBLIC INSPECTION
 Cavalier Telephone Company and                         PaeTec Communications, Inc. (“PCI”)             PaeTec Communications
    its Regulated Subsidiaries                            and its Regulated Subsidiaries                    of Virginia, Inc.
(See Attached Chart - Cavalier Telephone                        (See Attached Chart -                            (“PAETEC-VA”)
   Company’s Regulated Subsidiaries)                        PCI’s Regulated Subsidiaries )


Post-Transaction Corporate Structure of PAETEC and Windstream


                                                          Windstream Corporation
                                                               (“Windstream”)


                                                                        100%




                                       PAETEC Holding Corp.                              Windstream’s
                                            (“PAETEC”)                                 Existing Operating
                                                                                          Subsidiaries




                                                                                                                                    REDACTED – FOR PUBLIC INSPECTION
                                                   100%

                                           PAETEC Corp.

                                                  100%




 Cavalier Telephone Company and                          PaeTec Communications, Inc. (“PCI”)                PaeTec Communications
    its Regulated Subsidiaries                             and its Regulated Subsidiaries                       of Virginia, Inc.
(See Attached Chart - Cavalier Telephone                         (See Attached Chart -                          (“PAETEC-VA”)
   Company’s Regulated Subsidiaries)                         PCI’s Regulated Subsidiaries )


                       PaeTec Communications, Inc.’s Regulated Subsidiaries

                                                                     PAETEC Holding Corp.
                                                                          (“PAETEC”)




                                                                                                                                                      REDACTED – FOR PUBLIC INSPECTION
                                                                                 100%

                                                                        PAETEC Corp.

                                                                                 100%




         Cavalier Telephone Company and                        PaeTec Communications, Inc.                     PaeTec Communications of
   its Regulated Subsidiaries (See Attached Chart -                         (“PCI”)                                  Virginia, Inc.
  Cavalier Telephone Company’s Regulated Subsidiaries)                                                                  (“PAETEC-VA”)

                                                                                 100%



 McLeodUSA LLC                                                                          US LEC LLC

                                                                                                 100%

             100%

                                      US LEC of                  US LEC of                US LEC of               US LEC of                  US LEC of
    McLeodUSA
                                    Alabama, LLC                Maryland, LLC           Virginia, L.L.C.        Tennessee, LLC              Georgia, LLC
Telecommunications
                                     (“USLEC-AL”)                (“USLEC-MD”)            (“USLEC-VA”)                (“USLEC-TN”)           (“USLEC-GA”)
  Services L.L.C.
  (“McLeodUSA”)


                     US LEC of                      US LEC of                  US LEC of              US LEC of                   US LEC
                 North Carolina, LLC            South Carolina, LLC           Florida, LLC         Pennsylvania, LLC          Communications, LLC
                     (“USLEC-NC”)                     (“USLEC-SC”)            (“USLEC-FL”)            (“USLEC-PA”)                  (“USLEC”)


                    Cavalier Telephone Company’s Regulated Subsidiaries

                                                              PAETEC Holding
                                                                 (“PAETEC”)

                                                                         100%

                                                               PAETEC Corp.

                                                                         100%



                                 Cavalier Telephone Company               PaeTec Communications, Inc. (“PCI”)    PaeTec Communications of
                                                                            and its Regulated Subsidiaries             Virginia, Inc.
                                                  100%                              (See Attached Chart -              (“PAETEC-VA”)




                                                                                                                                                  REDACTED – FOR PUBLIC INSPECTION
                                                                                PCI’s Regulated Subsidiaries )
                                    CavTel Holdings LLC
                                                  100%


Cavalier Telephone, LLC                                        Talk America                                          Elantic Networks, Inc.
       (“CavTel”)                                              Holdings, Inc.

                                                                         100%                                          100%
               100%

  Cavalier Telephone               Talk America, Inc.         Talk America of              Access One               Intellifiber Networks, Inc.
   Mid-Atlantic, LLC                     (“TA”)                Virginia, Inc.           Communications Corp.               (“Intellifiber”)
     (“CavTel-MA”)                                               (“TA-VA”)
                                              100%


                    LDMI                                NT Corporation                     The Other Phone
            Telecommunications, Inc.                                                        Company, Inc.
                      (“LDMI”)                                   100%                           (“TOPC”)

                                                   Network Telephone
                                                      Corporation
                                                           (“NTC”)


         Exhibit C
Windstream Service Area Map




                              REDACTED – FOR PUBLIC INSPECTION


                     REDACTED – FOR PUBLIC INSPECTION
PAETEC Network Map
     Exhibit D


                                        REDACTED – FOR PUBLIC INSPECTION

                                    Exhibit E
                  Existing Wireline Competitors by Rate Center
                    In the ILEC-CLEC Overlapping Markets

RATE CENTER               COMPETITOR
Syr acuse, NY Mar ket
Cazenovia                 Time Warner Rescom of NY, LLC
Fulton                    Time Warner Rescom of NY, LLC
Marcellus                 Time Warner Rescom of NY, LLC
Munnsville                Time Warner Rescom of NY, LLC
Buffalo, NY Market
Jamestown                 Time Warner Rescom of NY, LLC;
                          Cost Plus Communications, LLC-NY; Level 3
                          Communications, LLC-NY; DFT Local Service Corp.,
                          d/b/a/ DFT Select One-NY
Charlotte, NC Market
Concord                  Sprint Communications Company, L.P.- NC;
                         Bandwidth.com CLEC LLC-NC; Level 3 Communications,
                         LLC-NC; Time Warner Communications AXS-NC-
                         Charlotte; Madison River Comm., LLC d/b/a CenturyLink-
                         NC; TCG of the Carolinas, Inc.-NC; Verizon Business
Harrisburg               Sprint Communications Company, L.P.- NC;
                         Bandwidth.com CLEC LLC-NC; Level 3 Communications,
                         LLC-NC; Time Warner Communications AXS-NC-
                         Charlotte; TCG of the Carolinas, Inc.-NC; Verizon Business
Kannapolis               Sprint Communications Company, L.P.- NC;
                         Bandwidth.com CLEC LLC-NC; Level 3 Communications,
                         LLC-NC; Time Warner Communications AXS-NC-
                         Charlotte; Madison River Comm., LLC d/b/a CenturyLink-
                         NC; Verizon Business
Matthews                 Sprint Communications Company, L.P.- NC;
                         Bandwidth.com CLEC LLC-NC; Level 3 Communications,
                         LLC-NC; Time Warner Communications AXS-NC-
                         Charlotte; Madison River Comm., LLC d/b/a CenturyLink-
                         NC; TCG of the Carolinas, Inc.-NC; Verizon Business
Mooresville              Sprint Communications Company, L.P.- NC;
                         Bandwidth.com CLEC LLC-NC; Level 3 Communications,
                         LLC-NC; Time Warner Communications AXS-NC-
                         Charlotte; TCG of the Carolinas, Inc.-NC; Verizon Business
Atlanta, GA Market
Dalton                    Southern Communications Services; Level 3
                          Communications, LLC-GA; Verizon Business; Board of
                          Water, Light & Sinking Fund Communications, d/b/a
                          Dalton; Charter FiberLink-Georgia LLC-GA
Jasper                    Southern Communications Services; Ellijay Telephone
                          Company


                                       REDACTED – FOR PUBLIC INSPECTION

RATE CENTER             COMPETITOR
Monroe                  Southern Communications Services; Comcast Phone of
                        Georgia, LLC-GA; Verizon Business; Broadriver
                        Communication Corporation; Peerless Network of Georgia,
                        LLC-GA;
Louisville, KY Market
Elizabethtown           Comcast Phone of Georgia, LLC-GA; Bandwidth.Com
                        CLEC, LLC-KY; Verizon Business; Level 3
                        Communications, LLC-KY; Aero Communications, Inc.-
                        KY; ALEC, Inc., KY; Bluegrass Telephone Company, Inc.-
                        KY; Brandenburg Telephone Co.
Winchester, KY Market
Lexington               Level 3 Communications, LLC-KY; Touchtone
                        Communications, Inc. d/b/a ALEC, Inc.-KY; Verizon
                        Business; Gearheart Communications Company, Inc. d/b/a
                        Coalfields Telephone; Time Warner Telecom of Kentucky,
                        LLC-KY; Aero Communications, Inc.-KY; AT&T Local;
                        Insight Phone of Kentucky, LLC-KY
Versailles              Level 3 Communications, LLC-KY; Touchtone
                        Communications, Inc. d/b/a ALEC, Inc.-KY.



Document Created: 2019-04-09 17:28:15
Document Modified: 2019-04-09 17:28:15

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