Attachment Transfer Application

This document pretains to ITC-T/C-20161209-00342 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2016120900342_1160931

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of the Joint Application of ) ) Zayo Group, LLC ) WC Docket No. 16-_____________ ) and ) IB File Nos. ITC-T/C-2016________ ) ITC-T/C-2016________ Electric Lightwave Parent, Inc., ) ITC-T/C-2016________ ) ITC-T/C-2016________ For Grant of Authority Pursuant to Section 214 ) ITC-T/C-2016________ of the Communications Act of 1934, as amend- ) ed, and Sections 63.04 and 63.24 of the Com- ) mission’s Rules to Transfer Indirect Control of ) Domestic and International Section 214 Authori- ) zation Holders to Zayo Group, LLC ) JOINT APPLICATION Zayo Group, LLC (“Zayo” or “Transferee”) and Electric Lightwave Parent, Inc. (“EL Parent”) (together, “Applicants”), pursuant to Section 214 of the Communications Act of 1934, as amended (the “Act”), 47 U.S.C. § 214, and Sections 63.04 and 63.24 of the Commission’s Rules, 47 C.F.R. §§ 63.04 & 63.24, request Commission approval to transfer indirect control of the subsidiaries of EL Parent listed in Exhibit A that hold domestic or international Section 214 authorizations (collectively, the “Licensees”) to Transferee. In support of this Application, Applicants provide the following information: II. DESCRIPTION OF THE APPLICANTS A. Zayo Group, LLC Zayo is a wholly owned subsidiary of Zayo Group Holdings, Inc. (“Holdings”), a public- ly traded Delaware corporation (NYSE: ZAYO). Holdings has no majority owner. Zayo is a provider of bandwidth infrastructure and network neutral colocation and interconnection services over regional and metropolitan fiber networks. These services enable customers to manage,

operate, and scale their telecommunications and data networks. Such customers consist primarily of wireless service providers, national and regional telecommunications carriers and other communications service providers, media and content companies, schools, hospitals, govern- ments, banks and other bandwidth-intensive enterprises. B. Electric Lightwave Parent, Inc. EL Parent is a privately held Delaware corporation that functions as a holding company and does not provide telecommunications in its own right. Through its wholly owned subsidiar- ies, EL Parent owns and operates a number of telecommunications providers that operate primar- ily in Arizona, California, Colorado, Idaho, Minnesota, Montana, Nevada, North Dakota, Oregon, Utah, and Washington. EL Parent’s subsidiaries provide a broad range of communica- tion and networking services primarily to business customers, wholesale carriers, web content providers, government organizations, and educational institutions. EL Parent’s incumbent local exchange carrier subsidiary, Scott-Rice Telephone Co. (“SRTC”), also services residential customers. These services include but are not limited to facilities-based, integrated, resold and facilities-based local, resold long distance, Internet, broadband transport and data services. EL Parent operates an extensive network with access to over 12,500 fiber miles and over 3,200 fiber-lit buildings. A summary of the entities that currently hold, directly or indirectly, a ten percent (10%) or greater interest in EL Parent is provided in Exhibit B. III. DESCRIPTION OF THE TRANSACTION Pursuant to the Agreement and Plan of Merger, dated as of November 29, 2016, by and among Zayo, ZELMS, Inc. (a direct, wholly owned subsidiary of Zayo created for purposes of the merger) (“Merger Sub”), EL Parent, and Fortis Advisors LLC, as the Equityholder Repre- sentative (the “Agreement”), Zayo will acquire all of the outstanding equity interests in EL 2

Parent (the “Transaction”). Specifically, Merger Sub will merge with and into EL Parent, where- upon the separate existence of Merger Sub will cease and EL Parent will be the surviving corpo- ration. As a result, EL Parent will become a direct, wholly owned subsidiary of Zayo. Licensees will remain indirect subsidiaries of EL Parent and, therefore, Licensees will become indirect subsidiaries of Zayo. Diagrams depicting the pre- and post-Transaction corporate ownership structures are appended hereto as Exhibit C. IV. INFORMATION REQUIRED BY SECTION 63.24(e) Pursuant to Section 63.24(e)(2) of the Commission’s Rules, the Applicants submit the following information requested in Section 63.18 (a)-(d) and (h)-(p) in support of this Applica- tion: (a) Name, address and telephone number of each Applicant: Transferee: Zayo Group, LLC FRN: 0016555849 1805 29th Street, Suite 2050 Boulder, CO 80301 Tel: 303-381-4683 EL Parent: Electric Lightwave Parent, Inc. FRN: 0026075382 18110 SE 34th St Building One, Suite 100 Vancouver, WA 98683 Tel: 360-558-6900 Licensees: A list of authorized carriers and their FRNs is attached as Exhibit A. The address and telephone number for each Licensee is the same as that for EL Parent. (b) Jurisdiction of Organizations: Transferee: Zayo is a limited liability company formed under the laws of Delaware. EL Parent: EL Parent is a corporation formed under the laws of Delaware. 3

Licensees: The jurisdiction of organization of each Licensee is included in Exhibit A. (c) (Answer to Question 10) Correspondence concerning this Application should be sent to: For Zayo: For EL Parent and the Licensees Catherine Wang Douglas Denney Brett P. Ferenchak Vice President, Costs & Policy Morgan, Lewis & Bockius LLP Electric Lightwave 2020 K Street, N.W., Suite 1100 18110 SE 34th St Washington, DC 20006-1806 Building One, Suite 100 202-373-6000 (tel) Vancouver, WA 98683 202-373-6001 (fax) catherine.wang@morganlewis.com dkdenney@electriclightwave.com brett.ferenchak@morganlewis.com With copies for Zayo to: Wendy Cassity, VP, Secretary & General Counsel Gregg Strumberger, General Counsel Zayo Group 1805 29th St., Suite 2050 Boulder, CO 80301 wendy.cassity@zayo.com gregg.strumberger@zayo.com (d) Section 214 Authorizations Transferee: Zayo holds international Section 214 authority to provide global or limited global facilities-based and resale services granted in IB File No. ITC-214- 20091106-00475.1 Zayo also is authorized to provide interstate service by virtue of blanket domestic Section 214 authority. 47 C.F.R. § 63.01. EL Parent: EL Parent is a holding company with no operations and does not hold do- mestic or international Section 214 authority. Licensees: The following Licensees hold international Section 214 authorizations: 1 Zayo’s indirect subsidiary, Zayo Group EU Limited (f/k/a AboveNet Communications Europe Limited), provides international telecommunications services, pursuant to Section 63.21(h), under the international Section 214 authorization of Zayo. 4

International Section 214 Type of Authorization File No(s). Authorization Holder Electric Lightwave Holdings, Inc.L Global Facilities-Based ITC-214-19970820-00500 Services and Resale The following subsidiaries of Electric Services Lightwave Holdings, Inc. operate under its International Section 214 Authoriza- tion pursuant to 47 C.F.R. § 63.21(h): Integra Telecom ofldaho, Inc. Integra Telecom of Minnesota, Inc. Integra Telecom of No1th Dakota, Inc. Integra Telecom of Oregon, Inc. Integra Telecom of Utah, Inc. Integra Telecom of Washington, Inc. Scott-Rice Telephone Co. Electric Lightwave, LLC Resold Public Switched ITC-214-1994041500137 Services and Global (Old File No. ITC-94-277); Resale Services ITC-214-19980616-00425 (Old File No. ITC-98-472) Eschelon Telecom, Inc. Resold Public Switched ITC-214-19990729-00490 The following subsidiaries of Eschelon Services and Global Telecom, Inc. operate under its Intema- Resale Service tional Section 214 Autho1ization pursu- ant to 47 C.F.R. § 63 .21(h): Advanced TelCom, Inc. Eschelon Telecom of Arizona, Inc. Eschelon Telecom of Colorado, Inc. Eschelon Telecom of Minnesota, Inc. Eschelon Telecom of Nevada, Inc. Eschelon Telecom of Oregon, Inc. Eschelon Telecom of Utah, Inc. Eschelon Telecom of Washington, Inc. Mountain Telecommunications of AI·izona, Inc. OneEighty Communications, Inc. Oregon Telecom, Inc. Shared Communications Se1vices, Inc. United Communications, Inc. 2 The Commission 's public international authorization database (IBFS) cmTently lists the name of this authorization as Integra Telecom Holdings, Inc. On August 8, 2016, Electric Lightwave Holdings, Inc. filed with the Commission a letter regarding the name change from Integra Telecom Holdings, Inc., but the FCC's database does not cun ently reflect that change. 5

International Section 214 Type of Authorization File No(s). Authorization Holder opticAccess, LLC Global or Limited ITC-214-20140922-00266 Global Facilities-Based Service an d Resale Service World Communications, Inc. Global or Limited ITC-214-20051011-00431 Global Resale Service Each of th e Licensees, except Electi·ic Lightwave Holdings, Inc., is author- ized to provide interstate service by virtue of blanket domestic Section 214 authority. 47 C.F.R. § 63.01. (h) (A nswer to Questions 11 & 12) The Licensees ar e each indirect, wholly owned subsidiar ies of EL Par ent as depicted on the ownership structure chaii provided as Exhibit C. Of th e entities that ai·e in the chain of ownership of one or more of the Licensees, EL Pai·ent an d the following inten nediate pai·ent companies are holding companies: Elech'ic Lightwave Communications, Inc., an Oregon C01poration. Elech'ic Lightwave Holdings, Inc. (a Licensee), an Oregon Co1poration. Mountain Telecom, Inc., a Delawai·e co1poration. Each of th ese entities has the saine address as EL Pai·ent. The following entities will hold, directly or indirectly, a ten percent (10%) or greater in- terest3 in EL Parent upon completion of the Transaction as calculated pursuant to the Cormnis- sion 's ownership atti-ibution mles for wireline an d international telecormnunications caiTiers: 3 Unless othe1wise indicated, the ownership interests provided herein represent both equity and voting interests. 6

Post-Transaction Ownership of EL Parent: Upon completion of the Transaction, the following entity will directly, wholly own EL Parent: Name: Zayo Group, LLC Address: 1805 29th Street, Suite 2050 Boulder, CO 80301 Citizenship: U.S. (Delaware) Principal Business: Telecommunications % Interest: 100% (directly) The following entity currently holds a ten percent (10%) or greater direct interest in Za- yo: Name: Zayo Group Holdings, Inc. (“Holdings”) Address: 1805 29th Street Boulder, CO 80301 Citizenship: U.S. (Delaware) Principal Business: Holding Company % Interest: 100% (directly in Zayo) The following entities and individuals currently hold a ten percent (10%) or greater, di- rect or indirect, interest in Holdings: Name: GTCR Partners X/A&C LP Address: 300 N. LaSalle Street, Suite 5600 Chicago, IL 60654 Citizenship: U.S. (Delaware) Principal Business: Investments % Interest: Approx. 18.70% (indirectly in Holdings as the general partner of (i) GTCR Fund X/A LP (approx. 9.31% direct interest in Holdings), (ii) GTCR Fund X/C LP (approx. 2.67% direct interest in Holdings) and (iii) GTCR Investors (CII) LP (approx. 6.73% direct interest in Holdings)) Name: GTCR Investment X LLC Address: 300 N. LaSalle Street, Suite 5600 Chicago, IL 60654 Citizenship: U.S. (Delaware) Principal Business: Investments % Interest: Approx. 18.79% (indirectly in Holdings as the gen- eral partner of (i) GTCR Partners X/A&C LP and (ii) GTCR Co-Invest X/C LP (approx. 0.08% direct interest in Holdings)) 7

The following individuals are members of the board of managers of GTCR Investment X LLC, are all U.S. citizens, and can be reached through GTCR Investment X LLC: Mark M. Anderson Craig A. Bondy Philip A. Canfield David A. Donnini Constantine S. Mihas Collin E. Roche Sean L. Cunningham Aaron D. Cohen To Zayo’s knowledge, no other person or entity, directly or indirectly, owns or controls a 10% or greater interest in Holdings through GTCR Partners X/A&C LP or GTCR Investment X LLC. Holdings is a publicly traded company (NYSE: ZAYO) whose stock ownership varies on a daily basis. Based on information filed with the SEC with respect to Holdings and other information provided to Holdings, to the knowledge of Zayo’s management, no other person or entity currently holds a 10% or greater direct or indirect interest in Zayo. Additional information regarding Holdings’ ownership is available in Holdings’ most recent proxy statement available at: https://www.sec.gov/Archives/edgar/data/1608249/000162612916000861/0001626129-16- 000861-index.htm. Except for the foreign carrier subsidiaries listed in (i) below, which share certain officers and/or directors as Zayo, Zayo does not have any interlocking directorates with a foreign carrier. (i) (Answer to Question 14) Transferee certifies that it is a non-dominant foreign car- rier in Canada by virtue of its Reseller Registration and Basic International Telecommunication Services (“BITS”) License. Transferee is also currently affiliated within the meaning of Section 63.09(e) of the Commission’s rules, 47 C.F.R. § 63.09(e), with the following foreign carriers (collectively, the “ZG Foreign Carriers”): 8

Country Affiliate Name Description of the Company Canada Zayo Canada, Inc. Zayo Canada is a direct, wholly owned subsidia1y of (WTO Member) ("Zayo Can ada") Zayo. A Canadian entity Zayo Can ada holds a BITS License an d Registrations as a Competitive Local Exchange CaiTier, Reseller, Reseller of High Speed Internet Service, an d Reseller of Digital Subscriber Line Service in Can ada. Canada Allstreain Business, ABI is an indirect, wholly owned subsidiaiy of Zayo. (WTO Member) Inc. ("ABI") ABI holds a BITS License and a Registration as a A Canadian entity Reseller. France, Zayo Group EU Zayo-EU is an indirect, wholly owned subsidiaiy of Ge1many, Limited ("Zayo-EU") Zayo. Netherlands United Kingdom A UK entity Zayo-EU provides primarily lit services between the (WTO Members) United Kingdom and Fran ce, Gen nany and Nether- lands. Ge1many and Zayo Group UK Zayo-UK is an indir ect, wholly owned subsidiaiy of United Kingdom Limited Zayo. (WTO Members) ("Zayo-UK") Zayo-UK provides dedicated fiber networks primari- A UK entity ly used for data services, lit services, and access to network facilities. Japan MFN JapanKK ABN-Japan is a direct, wholly owned subsidiaiy of (WTO Member) ("ABN-Japan") Zayo. A Japanese entity. ABN-Japan foimerly provided peering services but is essentially don nant at this time. United Kingdom Geo Networks Limited. Geo Networks is an indirect, wholly owned subsidi- and Ireland ("Geo Networks") aiy ofZayo. (WTO Members) A U.K. entity. Geo Networks provides dedicated fiber networks primarily used for data services and access to net- work facilities. 9

Country Affiliate Name Description of the Company United Kingdom Geo Metro Limited Geo Metro is a direct, wholly owned subsidiaiy of (WTO Member) ("Geo Metrn") Geo Networks. A U.K. entity. Geo Metro provides dedicated fiber networks primar - ily used for data services and access to network facilities. Ireland Emerald Bridge Fibres Geo Networks, which is an indirectly, wholly owned (WTO Member) Limited subsidia1y of Zayo, directly owns 50% of Emerald ("Emerald Bridge") Bridge. An Irish Entity. Emerald Bridge is registered as an Authorized Undertaking with the Commission for Communica- tions Regulation in Ireland an d provides a subsea cable service between Dublin, Ireland an d Anglesea, Wales, UK. United Kingdom FibreSpeed Limited FibreSpeed is a direct, wholly owned subsidiaiy of (WTO Member) ("FibreSpeed") GEO. A U.K. entity. FibreSpeed provides dedicated fiber networks primarily used for data. services and access to net- work facilities. France, Zayo France SAS Zayo-France is an indirect, wholly owned subsidiaiy United Kingdom, (fo1merly known as ofZayo. Spain, Neo Telecoms SAS) Geimany, ("Zayo-France") Zayo-France provides fiber networks primai·ily used Austria, Switzer- for data services, IP transit, lit services, and cloud land, Nether- A French entity. services. lands, Luxembourg, Belgium (WTO Members) France Neocenter Est SARL Zayo-France directly owns approximately 32.86% of (WTO Member) ("Neo-Est") Neo-Est. Neo telecom Group SAS, the direct parent company of Zayo-France, directly owns approxi- A French entity. mately 17.14% of Neo-Est. As the indirect parent of Zayo-France and Neo Telecom Group SAS, Zayo indirectly owns approximately 50% ofNeo-Est. Neo-Est provides lit services, colocation and related services. 10

Country Affiliate Name Description of the Company France Neocenter Ouest SAS Zayo-Fran ce directly owns approximately 36.58% of (WTO Member) ("N eo-Ouest") Neo-Ouest. A French entity. Neo-Ouest provides lit services, colocation and related services. France NeoClyde SAS Zayo-France, an indirect, wholly owned subsidiaiy of (WTO Member) ("N eoClyde") Zayo, directly owns 50% ofNeoClyde. A French entity. NeoClyde provides lit services, colocation and related services. Belgium Zayo Infrastrncture ZI-Belgium is a direct, wholly owned subsidiaiy of (WTO Member) Belgium NV Zayo. ("ZI-Belgium") ZI-Belgium provides dedicated fiber networks A Belgium entity. primarily used for data services, lit services, an d access to network facilities Ge1many Zayo Infrastrncture ZI-Deutschlan d is a direct, wholly owned subsidiaiy (WTO Member) Deutschland GmbH ofZayo. ("ZI-Deutschland") ZI-Deutschlan d provides dedicated fiber networks A Gen nan entity. primarily used for data services, lit services, and access to network facilities. France Zayo Infrastrncture ZI-Fran ce is a direct, wholly owned subsidiaiy of (WTO Member) France SA Zayo. ("ZI-France") ZI-Fran ce provides dedicated fiber networks primai·i- A French entity. ly used for data services, lit services, and access to network facilities. Ireland Zayo Infrastrncture ZI-Ireland is a direct, wholly owned subsidiaiy of (WTO Member) Ireland Ltd. Zayo. ("ZI-Ireland") ZI-Ireland provides dedicated fiber networks primai·i- An Irish entity. ly used for data services, lit services, and access to network facilities. 11

Country Affiliate Name Description of the Company Netherlan ds Zayo Infrastrncture ZI-Nederlan d is a direct, wholly owned subsidiaiy of (WTO Member) Nederland B.V. Zayo. ("ZI-N ederland") ZI-Nederlan d provides dedicated fiber networks A Dutch entity. primai·ily used for data services, lit services, and access to network facilities. Switzerland Zayo Infrastrncture ZI-Switzerland is a direct, wholly owned subsidiaiy (WTO Member) Switzerlan d AG ofZayo. ("ZI-Switzerland") ZI-Switzerlan d provides dedicated fiber networks A Swiss entity. primai·ily used for data services, lit services, and access to network facilities. United Kingdom Zayo Infrastrncture ZI-(UK) is a direct, wholly owned subsidiaiy of (WTO Member) (UK) Ltd. Zayo. ("ZI-(UK)") ZI-(UK) provides dedicated fiber networks primai·ily A U.K. entity. used for data services, lit services, and access to network facilities. Singapore Zayo Singapore Pte. Zayo-Singapore is a direct, wholly owned subsidia1y (WTO Member) Ltd. ofZayo. ("Zayo-Singapore") Zayo-Singapore has applied for a Service Based A Singaporean entity. Operator (Individual) license, and is expecting issuance of the license in December 2016. Similarly, Licensees will be affiliated with Zayo and the ZG Foreign CaiTiers upon com- pletion of the Transaction. CmTently, Licensees are affiliated with Electric Lightwave Communications, Inc. ("ELCI''), a British Columbia c01poration that holds a BITS License and a Registration as a Non- Dominant Facilities-Based CaiTier in Can ada. Upon completion of the Transaction, ELCI will also be affiliated with Zayo and the ZG Foreign Can iers. (j) (A nswer to Questi on 15) Transferee ce1iifies that, through its acquisition of con- trol of Licensees, Transferee does not seek to provide international telecommunications services 12

to any destination country where two or more foreign carriers (or parties that control foreign carriers) own, in the aggregate more than 25 percent of Transferee and are parties to, or the beneficiaries of, a contractual relation affecting the provision or marketing or international basic telecommunications services in the United States. However, Transferee certifies that it is a non- dominant foreign carrier and also is affiliated with a non-dominant foreign carrier as described in (i) above. Upon completion of the Transaction, Transferee and Licensees will be affiliated with multiple non-dominant foreign carriers, as described in (i) above, including the ZG Foreign Carriers and ELCI. (k) Transferee certifies that each country listed in (i) above is a Member of the World Trade Organization (“WTO”). None of Zayo, the ZG Foreign Carriers or ELCI is on the Com- mission’s List of Foreign Telecommunications Carriers that are Presumed to Possess Market Power in Foreign Telecommunications Markets, released on January 26, 2007. In addition, each of these foreign carriers offers services in competition with dominant foreign carriers and others. (m) Transferee qualifies for a presumption of non-dominance under Section 63.10(a)(1) and (3) of the Commission’s rules, 47 C.F.R. § 63.10(a)(1,3), because it is a non- dominant foreign carrier and is affiliated with non-dominant foreign carriers only in countries that are Members of the WTO. (n) Transferee and Licensees certify that they have not agreed to accept special con- cessions, directly or indirectly, from any foreign carrier 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) Applicants certify that they are not subject to denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1998. See 21 U.S.C. § 853a; see also 47 C.F.R. §§ 1.2001-1.2003. 13

(p) Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.12(a)-(b) of the Commission’s rules, 47 C.F.R. § 63.12(a)-(b). Transferee qualifies for streamlined treatment under Section 63.12(c) because Transferee qualifies for a presumption of non-dominance under Section 63.10(a)(3) for the reasons detailed in response to paragraphs (k) and (m) above. V. INFORMATION REQUIRED BY SECTION 63.04 Pursuant to Commission Rule 63.04(b), 47 C.F.R. § 63.04(b), Applicants submit the fol- lowing information in support of their request for domestic Section 214 authority to transfer indirect control of Licensees to Zayo in order to address the requirements set forth in Commis- sion Rule 63.04(a)(6)-(12): (a)(6) A description of the proposed Transaction is set forth in Section III above. (a)(7) (i) EL Parent does not provide telecommunications services. The Licensees provide telecommunications services as follows:  Collectively, the Intregra-named Licensees provide competitive local exchange, interexchange, and international telecommunications services to business custom- ers in Minnesota, North Dakota, Oregon, Utah and Washington and is authorized to provide such services in Idaho.  Scott-Rice is an incumbent local exchange carrier in Minnesota serving the Prior Lake, New Market and Webster exchanges and also provides interexchange, in- ternational and telecommunications services to residential and business custom- ers. Scott-Rice also provides cable services in certain communities of Scott County, Minnesota.4  Electric Lightwave provides business and carrier customers a suite of integrated telecommunications products and services (including competitive local exchange, 4 Zayo does not provide local exchange services (or other telecommunications services) in the cable franchise areas of Scott-Rice. 14

interexchange data, Internet access and broadband transport services) primarily in metropolitan areas in Arizona, California, Idaho, Nevada, Oregon, Utah and Washington. Electric Lightwave is also authorized to provide intrastate interex- change services in Alabama, Arkansas, Colorado, Delaware, Florida, Georgia, Hawaii, Illinois (and competitive local exchange), Indiana, Iowa, Kansas, Ken- tucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota (local niche services only), Mississippi, Missouri, New Jersey, New Mexico, New York (also authorized to provide local exchange), North Carolina, Oklahoma, Pennsyl- vania, South Carolina, Tennessee, Texas (and competitive local exchange), Vir- ginia, Wisconsin and Wyoming, where it primarily serves satellite location of customers whose primary service locations are located in a core market(s).  Collectively, the Eschelon-named Licensees provide competitive local exchange and interexchange, to business customers in Arizona, California, Colorado, Min- nesota, Montana, Nevada, Oregon, Utah, and Washington and are authorized to provide such services in Idaho and New York.  Mountain Telecommunications of Arizona, Inc. provides competitive local ex- change and interexchange telecommunications services in Arizona.  Advanced TelCom, Inc. provides competitive local exchange and interexchange telecommunications services in California, Nevada, Oregon and Washington.  One-Eighty Communications, Inc. provides competitive local exchange and interexchange telecommunications services in Montana  opticAccess, LLC provides competitive local exchange and/or interexchange tele- communications services in California, Oregon and Washington.  Oregon Telecom, Inc. provides competitive local exchange and interexchange tel- ecommunications services in Oregon and is authorized to do so in Washington.  Shared Communications Services, Inc. provides competitive local exchange and interexchange telecommunications services in Oregon and Washington and is au- thorized to provide such services in Nevada  United Communications, Inc. provides competitive local exchange and interex- change telecommunications services in Oregon and Washington. 15

 X2 Telecom, LLC operates a festoon cable off the coast of California and pro- vides dark fiber to Electric Lightwave Holdings, Inc. and its affiliates. It does not provide service directly to end user customers.  World Communications, Inc. provides competitive local exchange and interex- change telecommunications services in California, Oregon and Washington. (ii) Zayo is authorized to provide competitive local exchange, competitive ac- cess and/or interexchange in the District of Columbia and every state except Alaska and Hawaii. Zayo’s primary telecommunications service offerings include high-capacity bandwidth services such as private line, Ethernet, wavelength and higher services. Zayo does not provide voice services. Zayo does not provide telecommunications services in the ILEC territory of Scott-Rice, nor does Zayo provide telecommunications services in exchanges that are adjacent to the ILEC territory of Scott-Rice. (iii) Through GTCR Investment X, LLC, to its knowledge, Transferee is cur- rently affiliated (as defined in the Act) with the following domestic telecommunications services providers: (1) Telecommunications Management, LLC, which through its subsidiaries Ultra Communications Group LLC and Avenue Broadband Communications LLC provides cable, broadband and interconnected VoIP services to residential and commercial customers in parts of Missouri, Indiana, Illinois, Mississippi, Louisiana, Arkansas and Texas; and (2) Onvoy, LLC and its subsidiaries, which provide or are authorized to provide competitive local exchange and/or interexchange telecommunications services in every state and the District of Columbia. (iv) To Transferee’s knowledge, Transferee is not affiliated with any other tel- ecommunications carriers. (a)(8) Applicants respectfully submit that this Application is eligible for streamlined pro- cessing pursuant to Sections 63.03 of the Commission’s Rules, 47 C.F.R. §63.03. In particular, with respect to domestic authority, this Application is eligible for streamlined processing pursuant to 16

Section 63.03(b)(2)(ii) because, immediately following the Transaction, (i) Transferee (and its Affiliates, as defined in the Act) will have a market share in the interstate, interexchange market of less than ten percent (10%), and (ii) Transferee (and its Affiliates) will provide competitive telephone exchange services or exchange access services (if at all) exclusively in geographic areas served by a dominant local exchange carrier that is not a party (or affiliate to a party) to the Transaction. (a)(9) Other than their Section 214 authorizations described in this Application, Licen- sees do not hold any other authorizations or licenses from the Commission. (a)(10) No party is requesting special consideration because it is facing imminent business failure. However, the parties to the Transaction are targeting completion of the corporate steps resulting in the transfer of indirect control within approximately 60 days of signing the Agreement. Therefore, Applicants respectfully request expedited processing of the review and approval of this application in order to allow the parties to meet this schedule. (a)(11) Not applicable. (a)(12) Applicants submit that the Transaction is in the public interest. As part of Zayo, Licensees will continue to provide high-quality telecommunications services to consumers while gaining access to the additional resources and operational expertise of Zayo. Licensees will also benefit by being able to offer services to multi-location business and enterprise customers across a larger footprint in combination with Zayo. The network of EL Parent and its subsidiaries, including Licensees, complements Zayo’s network and the acquisition will increase Zayo’s existing fiber footprint. Approval of the Transaction also will serve the public interest in promot- ing competition among telecommunications carriers by providing Licensees with access to greater financial resources that will allow them to become more effective competitors to larger incumbent telecommunications providers. In essence, the Transaction will make Licensees and 17

Zayo stronger competitors and thereby benefit consumers. The Transaction described herein will not result in a change of carrier for any customers or any assignment of existing Commission authorizations. Further, the rates, terms and condi- tions of services currently provided by Licensees to their customers will not change as a result of the Transaction. Accordingly, the Transaction will be seamless to customers, who will continue to enjoy the same rates, terms and conditions of service as they do prior to closing. The only immediate change resulting from the Transaction will be that the Licensees will be ultimately owned by Zayo. VI. CONCLUSION For the reasons stated above, Applicants respectfully submit that the public interest, convenience and necessity would be furthered by a grant of this Application to transfer indirect ownership and control of Licensees to Transferee. Respectfully submitted, /s/ Douglas K. Denney /s/ Brett P. Ferenchak Douglas K Denney Catherine Wang Vice President, Costs & Policy Brett P. Ferenchak Electric Lightwave MORGAN, LEWIS & BOCKIUS LLP 18110 SE 34th Street 2020 K Street, N.W. Building One, Suite 100 Washington, DC 20006 Vancouver, WA 98683 202-373-6000 (tel) 360-558-4318 (tel) 202-373-6001 (fax) 763-745-8459 (fax) catherine.wang@morganlewis.com dkdenney@electriclightwave.com brett.ferenchak@morganlewis.com For EL Parent and Licensees Counsel for Zayo Group, LLC Dated: December 9, 2016 18

EXIDBIT A List of Licensees Jurisdiction of Licensee Name Oreanization FRN Advanced TelCom, Inc. Delaware 0003726197 Electiic Lightwave, LLC Delaware 0015577745 Electiic Lightwave Holdings, Inc. Oregon 0004257010 Eschelon Telecom, Inc. Delaware 0010289114 Eschelon Telecom of Arizona, Inc. Minnesota 0003768082 Eschelon Telecom of Colorado, Inc. Minnesota 0003767852 Eschelon Telecom of Minnesota, Inc. Minnesota 0003767985 Eschelon Telecom of Nevada, Inc. Minnesota 0003768074 Eschelon Telecom of Oregon, Inc. Minnesota 0006796809 Eschelon Telecom of Utah, Inc. Minnesota 0003768116 Eschelon Telecom of Washington, Inc. Minnesota 0003768041 Integra Telecom ofldaho, Inc. Oregon 0005071188 Integra Telecom of Minnesota, Inc. Minnesota 0005069760 Integra Telecom of North Dakota, Inc. Oregon 0005071014 Integra Telecom of Oregon, Inc. Oregon 0005069497 Integra Telecom of Utah, Inc. Oregon 0005069570 Integra Telecom of Washington, Inc. Oregon 0005069588 Mountain Telecommunications of Arizona 0004351391 Arizona, Inc. OneEighty Communications, Inc. Montana 0005075866 opticAccess, LLC Nevada 0022842124 Oregon Telecom, Inc. Oregon 0009194960 Scott-Rice Telephone Co. Minnesota 0002648285 Shared Communications Se1vices, Inc. Oregon 0003753795 United Communications, Inc. Oregon 0003740511 World Communications, Inc. Washington 0004373973

EXHIBIT B Current Ownership of EL Parent The following is a summary of the entities that currently own or control a ten percent (10%) or greater interest in EL Parent: 1. Collectively, funds managed by Searchlight Capital Partners, L.P., a Delaware limited liability company, directly own approximately 36.29% of EL Parent. Ex- cept for Searchlight Capital PV LP, a Delaware limited partnership that directly owns approximately 17.26% of EL Parent, no Searchlight Capital fund owns 10% or more of EL Parent. Searchlight Capital is an investment firm located at 745 Fifth Avenue, 32nd Floor, New York, NY 10151. 2. Collectively, funds managed by Farallon Capital Management, L.L.C., a Dela- ware limited liability company, directly own approximately 17.65% of EL Parent. None of those funds individually owns 10% or more of EL Parent. Farallon Capi- tal is an investment firm located at One Maritime Plaza, San Francisco, CA 94111-3404. 3. Collectively, funds managed by Tennenbaum Capital Partners, LLC, a Delaware limited liability company, directly own approximately 21.79% of EL Parent. Ex- cept for Tennenbaum Opportunities Partners V LP, a Delaware limited partner- ship that directly owns approximately 10.05% of EL Parent, none of the Tennenbaum funds owns 10% or more of EL Parent. Tennenbaum Capital is an investment firm located at 2951 28th Street, Suite 100, Santa Monica, CA 90405- 2993.

EXHIBIT C Pre- and Post-Transaction Corporate Ownership Structure Charts

Current Corporate Ownership Structure of EL Parent I i i Shareholders i 1 (See Application for 10% Ouners) i keReRIR EOEA D edecanoce. d 1 Hiepiciitrem Famiks @tcepace Ecss Cammelicke h Coprnes ErceicLigirom prccs C Coprny I I I I I I \ I I I 1 s . Rusiclipormes Snnprisensst Ees se esntssnt z>ize sngemieen The Tok «c sngamees 3 .®=4.. e oweet (OhCopraica) (OR Copernien (OR Commoe) con cBpers OBA Cogonnd C Caerieg \ \—am I Exrciigems Cmmnines T Chiseiic ces ovian 7 Memec lnk (Thiom toc. hk it Capg rotapin e Cupentcn) t I I T T I I T T T I T =~ coney Eue feu Eaus fezu Eduin mmu Eic miseu Toure ||OmBe=| reemcctmsm| (A9008% nawemiees temmtwems|| Iase memst s nds Su ts "| Th "mat NCom s Oe ciyerce & fhess dotaet ‘toat tal tipi fowses Cuputeg Cupmtes) Capenien Capern Inpusied famsss Copons 8 Tiesoacm oAcm, in esd Gecemes (ftums Unless otherwise indicated all ownership percentages are 100%. Exhibit C — Page 1

Post—Transaction Corporate Ownership Structure of EL Parent and Zayo * The entites listed herein only include Zayo and its subsidiaries that (1) hold authorization to provide intrastate, interstate or intemational telecommunications services, (2) hold foreign authorizations, or (3) are in the chain of ownership of those entiies. The chart excludes subsidiaries Zayo Group Holdings, Inc. and affifates of Zayo that do not hold authorization to provide (‘Holdings*) intrastate, interstate, international or foreign telecommunications services Zayo Group, LLC (Zayo) Zayo Canada, Inc. MFN Japan KK Zayo Group Zayo Singapore Electric Lightwave (ZG—Canada) (ABN—Japan®) International Ltd. Ple. Ltd. Parent, Inc. | (ZG—intt) (‘Zayo—Singapore") (‘EL Parent‘) Allstream 1 Business, Inc. : See Page 1 for | CABI) i Subsidiaries i Neo Telecom Zayo Zayo Zayo Zayo Geo Networks Group SAS Infrastructure Infrastructure Infrastructure Infrastructure Limited Belguim NV Ireland Ltd. (UK) Limited France SA (‘Geo Networks") (Zl—Belgum") (Z—reland) (Z4u8) (‘Z—France") Zayo Group Zayo Group EU Limited 2we Zayo Zayo UK Limited (ZayoEU") Infrastructure Infrastructure Infrastructure (Zeyo—UC) Deutschland Nederland B.V. Switzerland AG GmbH (Z1—Nederland) (Z—Switzcrland") Zayo France SAS e » (Zayo—France") (Zl—Deutschland") 50% 50% 32.00% 36.50% — — Emerald Bridge Geo Metro FibreSpeed NepClyde SAS Neocenter Est SARL Neocenter Ouest SAS Fibre Limited Limited Limited (NeoClyde®) (Neo—Est) (‘Neo—Ouest) (‘Emerald Bridge") (‘Geo Metro‘) (FibereSpeed") Unless otherwise indicated all ownership percentages are 100%. Exhibit C — Page 2

Current 10% Ownership of Holdings Members of Board of Managers - Mark M. Anderson, Craig A. Bondy, Philip A. Canfield, David A. Donnini, Constantine S. Mihas, Collin E. Roche, Sean L. Cunningham, Aaron D. Cohen GTCR Investment X LLC3 100% (General Partner) GTCR Partners X/A&C LP2 Approx. 18.70% Indirect Zayo Group Holdings, Inc. (“Holdings”) 2 GTCR Partners X/A&C LP indirectly controls approximately an 18.70% interest in Holdings as the General Partner of (i) GTCR Fund X/A LP (approx. 9.31% direct interest in Holdings) , (ii) GTCR Fund X/C LP (approx. 2.67% direct interest in Holdings), and (iii) GTCR Investors (CII) LP (approx. 6.73% direct interest in Holdings). 3 GTCR Investment X LLC indirectly controls approximately an 18.79% interest in Holdings as the General Partner of (i) GTCR Fund X/A&C LP and (ii) GTCR Co-Invest X LP (approx. 0.08% direct interest in Holdings). Exhibit C - Page 3

VERIFICATION I, Gregg Strumberger, am General Counsel of Zayo Group, LLC (the "Company"); that I am authorized to make this Verification on behalf of the Company; that the foregoing filing was prepared under my direction and supervision; and that the contents are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this Lfi%il;}; oWbuerzpliew 2016 o =" = /,Gféég S'tr“’umberger <—___) // General Counsel Zayo Group, LLC

VERIFICATION I, Douglas K. Denney, am Vice President, Costs & Policy of Electric Lightwave Holdings, Inc.; that I am authorized to make this Verification on behalf of the Electric Lightwave Parent, Inc. and its subsidiaries (collectively, the "Company"); that the foregoing filing was prepared under my direction and supervision; and that the contents with respect to the Company are true and correct to the best of my knowledge, information, and belief. I declare under penalty of perjury that the foregoing is true and correct. Executed this 24 ! day of MOvyemloer__, 2016. &Q\h B\/ Douélés K. Denney Vice President, Costs & Pohcy Electric Lightwave Holdings, Inc. FCC


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