Attachment Notice

This document pretains to SES-T/C-20111101-01287 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2011110101287_923537

                                    KELLEY DRYE & WARREN uur
                                             A LIMITED LIABILITY PARTNERSHIP




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                                            November 1, 2011




   V1IA IBFS

  Marlene Dortch
   Secretary
  Federal Communications Commission
  445—12th Street SW
   Washington, D.C. 20554

                       Re:   NTELOS Media Inc. —— Notice ofpro forma transfer of control
                             E060217
                             File No. SES—REG—20060609—00961


   Dear Ms. Dortch:

                   NTELOS Media Inc. ("NTELOS Media") (FRN: 0014818298) holds the receive—
   only earth station registration with call sign E060217, granted in File No. SES—REG—20060609—
   00961. By its attorney, NTELOS Media hereby advises the Commission of a pro forma transfer
   of control of NTELOS Media. This pro forma transfer of control is the result of the separation
   of the wireline and wireless businesses of NTELOS Inc. ("NTELOS") into two publicly—traded
   wireless and wireline businesses (the "Separation") on October 31, 2011 (the "Separation Date").
   Information concerning the Separation is provided in Exhibit A.

             Please contact the undersigned counsel if you have any questions regarding this matter.

                                                            Sincerely,




                                                            Joan M. Griffin
                                                            Its Attorney



   DCOL/GRIFJI/449620.5


                           EXHIBITS

Exhibit A             NTELOS Inc. Separation of Wireline and Wireless
                      Businesses




DCOL/GRIFJ/449620.5


                                                                                             Exhibit A



                                          NTELOS Inc.
                          Separation of Wireline and Wireless Businesses



       This document provides information on the separation of the wireline and wireless
businesses of NTELOS Inc. ("NTELOS") into two publicly—traded wireless and wireline
businesses (the "Separation") on October 31, 2011 (the "Separation Date"). Information about
NTELOS and its businesses as well as its FCC authorizations, registrations, and licenses is
provided below. A description of the Separation, a statement of the public interest benefits of the
Separation, and contact information for the wireline and wireless businesses are also provided.

NTELOS

        NTELOS is a Virginia corporation headquartered at 401 Spring Lane, Waynesboro,
Virginia 22980. Before the Separation, NTELOS was a provider of wireless and wireline
communications and information services to consumers and businesses primarily in Virginia,
West Virginia, western Maryland, and central and western Pennsylvania. The company‘s service
offerings included wireless personal communications services ("PCS"), local and long distance
telephone services, high capacity network services (including Metro Ethernet) and broadband
Internet access (such as DSL and dedicated access).

        NTELOS is wholly—owned subsidiary of NTELOS Holdings Corp. ("NTELOS
Holdings"), a Delaware corporation that is publicly traded (NASDAQ: NTLS) and is also based
at 401 Spring Lane, Waynesboro, Virginia 22980. A chart showing the corporate structure of
NTELOS prior to the Separation is attached in Exhibit A, Annex 1.

        Wireline services. NTELOS® wireline business consisted of two traditional ILECs and a
competitive business unit that offer retail and wholesale services, plus a media business that
provides video services (collectively, the "Wireline Companies"). The ILECs subsidiaries (the
"Wireline ILECs®") have a long history of providing exceptional telephone service in rural
Virginia. As of December 31, 2010, the Wireline ILECs operated approximately 35,400 rural
ILEC lines. The Wireline ILECs are as follows:

         *        NTELOS Telephone Inc. ("NTELOS Telephone") provides local and long
                  distance telephone services and paging services as a rural ILEC in the Cities of
                  Waynesboro and Covington, and portions of Augusta and Alleghany Counties in
                  Virginia. Prior to the Separation, NTELOS Telephone was a direct, wholly—
                  owned subsidiary of NTELOS Communications Inc. ("NTELOS
                  Communications"), which in turn was a wholly—owned subsidiary of NTELOS.
                  NTELOS Telephone was founded in 1897 as the Clifton Forge—Waynesboro
                  Telephone Company.

         *        Roanoke and Botetourt Telephone Company ("RBTC") provides local and long
                  distance services as a rural ILEC in Botetourt County, Virginia, including in the
                  Towns of Troutville, Daleville, and Fincastle, Virginia. Prior to the Separation,
                  RBTC was a direct, wholly—owned subsidiary of R&B Communications, Inc.



DCOL/GRIFJ/449496.5


                  ("R&B Communications"), which was in turn a wholly—owned subsidiary of
                  NTELOS. RBTC was founded in 1900.

        With the launch of CLEC services in 1998, NTELO®S® wireline business evolved into the
regional provision of transport, internet protocol—based ("IP") services, and video, voice and data
services. As of December 31, 2010, NTELOS had approximately 134,000 CLEC access lines in
more than 30 markets. Virtually all of these lines serve business and carrier customers. Eight
companies are certificated and provide services as CLECs in Virginia, West Virginia, Kentucky,
Ohio, Pennsylvania and Maryland, as follows (the "Wireline CLECs"):

         *        NTELOS Network Inc. ("NTELOS Network"), a direct, wholly—owned subsidiary
                  of NTELOS prior to the Separation, is a CLEC providing local and long distance
                  services in Virginia.

         *        NA Communications Inc. ("NA Communications") is a CLEC providing local
                  and long distance services in Virginia. Prior to the Separation, NA
                  Communications was a direct, wholly—owned subsidiary of NTELOS Netaccess
                  Inc., which in turn was a direct, wholly—owned subsidiary of NTELOS.

         *        NTELOS of West Virginia ("NTELOS West Virginia®) is a CLEC providing
                  local, long distance, Internet access and other services in West Virginia. Prior to
                  the Separation, NTELOS West Virginia was a direct, wholly—owned subsidiary of
                  NTELOS Communications.

         *         R&B Network, Inc. ("R&B Network") is a CLEC providing local and long
                   distance services in Virginia. Prior to the Separation, R&B Network was a direct,
                   wholly—owned subsidiary of R&B Communications.

         6         FiberNet, L.L.C. ("FiberNet") is a CLEC providing local, long distance, Internet
                   access and other services in West Virginia, Kentucky and Maryland. FiberNet is
                   a direct, wholly—owned subsidiary of Mountaineer Telecommunications, LLC
                   ("*Mountaineer"), which was in turn a direct, wholly—owned subsidiary of
                   NTELOS FiberNet Inc. ("NTELOS FiberNet"), a direct, wholly—owned subsidiary
                   of NTELOS, prior to the Separation.

         *         FiberNet of Ohio, LLC ("FiberNet Ohio") is a CLEC providing local, long
                   distance, Internet access and other services in Ohio. Prior to the Separation,
                   FiberNet Ohio was a direct, wholly—owned subsidiary of Mountaineer.

         *         FiberNet Telecommunications of Pennsylvania, LLC ("FiberNet Pennsylvania")
                   is a CLEC providing local, long distance, Internet access and other services in
                   Pennsylvania. Prior to the Separation, FiberNet Pennsylvania was a direct,
                   wholly—owned subsidiary of Mountaineer.

         e         FiberNet of Virginia, Inc. ("FiberNet Virginia") is a CLEC providing local, long
                   distance, Internet access and other services in Virginia. Prior to the Separation,
                   FiberNet Virginia was a direct, wholly—owned subsidiary of Mountaineer.


DCQ1/GRIFJI/449496.5                                                                                    2


        The heart of the wireline business is an extensive 5,800 route—mile fiber optic network,
which is used to backhaul communications traffic for retail services; serve as a carriers‘ carrier
network; and provide transport services to third parties for long distance, Internet, wireless and
private network services. This fiber optic network is used to provide leading—edge technology
services, including Metro Ethernet and IP—based services, to customers. International services
are provided purely through the resale of the international service offerings of underlying
interexchange carriers.

        NTELOS Media Inc. ("NTELOS Media"), a wholly—owned subsidiary of R&B
Communications, was also part of the NTELOS wireline business prior to the Separation.
NTELOS Media provides video services to customers in Virginia.

      Charts showing the FCC licenses, authorizations and registrations held by the Wireline
Companies before and after Separation are provided in Exhibit A, Annex 2A and Annex 2B.

         Wireless services. NTELOS® wireless operations consist of (i) an NTELOS—branded
retail business, and (ii) a wholesale business. NTELOS wireless subsidiaries now serve over
432,000 retail wireless subscribers representing approximately 8 percent penetration of
NTELOS® total covered POPs. The wholesale business primarily generates revenues under an
exclusive contract with Sprint Spectrum L.P., pursuant to which NTELOS provides Sprint
services in western Virginia and West Virginia. NTELOS and its wireless companies hold
various wireless licenses, including AW, CD, CF, WS, CW, BR, and LD licenses, in Virginia,
West Virginia, Ohio, Maryland, Kentucky, and Pennsylvania. Except as noted below, NTELOS®
wireless business and associated licenses are not affected by the Separation.

         Ownership. A chart showing all current owners of NTELOS that hold a 10 percent or
greater interest is attached as Exhibit A, Annex 3. Certain private equity funds managed by
affiliates of Quadrangle Group LLC ("Quadrangle Group"), a private investment firm,
collectively hold a 27.4 percent indirect voting and equity interest in NTELOS Holdings. All
Quadrangle entities with ownership interests in NTELOS are organized under U.S. law. There
are no individuals or entities other than Quadrangle that hold a 10 percent or greater interest in
NTELOS.

The Separation

        On December 7, 2010, NTELOS Holdings‘ board of directors approved a plan to
accomplish the Separation. The Separation was implemented on the Separation Date. As a
result of the Separation, the Wireline Companies have become subsidiaries of entities that are
independent from NTELOS Holdings, and NTELOS Holdings has essentially become a wireless
company.

        To effectuate the Separation, NTELOS Holdings formed two new wholly—owned
subsidiaries, Lumos Networks Corp. ("Lumos Networks") and Lumos Networks Operating
Company ("Lumos Networks Operating"). As a first step, certain of the Wireline CLECs
(specifically NA Communications and R&B Network) were merged into NTELOS Network in
order to simplify operations and the corporate structure. Also, R&B Communications was



DCO/GRIFJ/449496.5                                                                                   3


converted from a corporation into a limited liability company. Then through a series of steps,
NTELOS transferred ownership of the Wireline Companies and Lumos Networks Operating to
Lumos Networks. Following this transfer, Lumos Networks contributed the Wireline Companies
to Lumos Networks Operating in preparation for the external spin—off. The external spin—off was
structured as a tax—free distribution of Lumos Networks shares to the stockholders of NTELOS
Holdings. All required federal and state regulatory approvals were obtained in advance of the
Separation.

        Immediately following the Separation, the shareholders of NTELOS Holdings held the
same percentage ownership interest in Lumos Networks as in NTELOS Holdings. Since the
shareholders of NTELOS Holdings (the ultimate parent of the Wireline Companies pre—
Separation) were also the shareholders of Lumos Networks (the ultimate parent of the Wireline
Companies post—Separation) and held the same percentage ownership interest in each ultimate
parent company immediately following the Separation, this transaction was a pro forma transfer
of control. A chart showing the corporate structures of NTELOS Holding and Lumos Networks
post—Separation is attached in Exhibit A, Annex 1. As is clear from Annex 1, the wireless
operations of NTELOS are largely unaffected by the Separation.‘

        After the Separation, the Wireline Companies remain certificated and subject to the
oversight of the Commission, but have new corporate parents — Lumos Networks and Lumos
Networks Operating. The names of the Wireline Companies, or the names under which they do
business, are expected to change. Once new names are chosen, any required name change
notifications will be submitted to the Commission.

        Following the Separation, NTELOS Holdings and Lumos Networks operate largely
independently of one another. However, NTELOS and Lumos Networks Operating may provide
certain support services to each other pursuant to a transition services agreement for a period not
to exceed two years. These support services may include but are not limited to information
technology systems (including billing systems) and expertise; data center services; human
resources; tax services; internal audit services; accounting and financial management; legal and
regulatory relations; and treasury functions. In addition, the wireless and wireline companies
may purchase, or continue to purchase, telecommunications services from one another in the
same manner that each provides such services in the marketplace to other customers.

       The Wireline Companies have the same technical capabilities after the Separation that
they possessed before the Separation, and continue to be staffed and managed by capable and
experienced personnel. All equipment, buildings, systems, software licenses and other assets
owned by the Wireline Companies continue to be owned by these companies after the
Separation. A small number of incidental assets which were used by either a wireline or wireless
company but owned by another entity were transferred to companies within either the NTELOS


         The only exception is the Beeper Company, which holds a CD license and remain with
         NTELOS. There has been a pro forma transfer of control of the Beeper Company as a
         result of the Separation, since the Beeper Company is a wholly—owned subsidiary of R&B
         Communications, Inc. which as noted previously was converted into a limited liability
         company.


DCOL/GRIFJ/449496.5                                                                               4


Holdings or Lumos Networks organizations before the external spin—off. There are no assets
jointly—owned between the wireless and wireline businesses.

        The Separation has been transparent to customers. There has been no impact on the
services provided or the rates charged by the Wireline Companies as a result of the Separation.
Customers have not been specifically provided with notice of the Separation, since they have the
same points of contact for sales, customer care and operation teams as they did prior to the
Separation. News of the Separation has been made publicly available in the media, however,
including through NTELOS Holdings‘ press releases and public filings with the Securities and
Exchange Commission.

        Lumos Networks and its subsidiaries have incurred certain one—time costs associated with
the Separation, including but not limited to branding and advertising costs, regulatory and filing
fees, a new credit facility, and IT capital expenditures and related expenses. The costs associated
with the credit facility have not and will not be charged by Lumos Networks or Lumos Networks
Operating to the Wireline ILECs or the Wireline CLECs.

Contact Information

        The current contact information for the designated representatives of NTELOS and
Lumos Networks is as follows:

Bobby McAvoy                                      Mary McDermott, Esq.
Senior Vice President —— Wireless Engineering     Senior Vice President — Legal and Regulatory
& Operations                                      Affairs
NTELOS Inc.                                       Lumos Networks Corp.
7501 Boulders View Drive                          401 Spring Lane
Suite 600                                         Waynesboro, VA 22980
Richmond, VA 23225                                (540) 946—3500
(804) 327—5465                                    medermottm@lumosnet.com
mcavoyb@ntelos.com

With copy to:                                      With copy to:

Brad E. Mutschelknaus                              Brad E. Mutschelknaus
Joan M. Griffin                                    Joan M. Griffin
Kelley Drye & Warren LLP                           Kelley Drye & Warren LLP
3050 K Street NW, Suite 400                        3050 K Street NW, Suite 400
Washington, D.C. 20007                             Washington, D.C. 20007
(202) 342—8400                                     (202) 342—8400
bmutschelknaus@kelleydrye.com                      bmutschelknaus@kelleydrye.com
jgriffin@kelleydrye.com                            jgriffin@kelleydrye.com




DCOL/GRIFJ/449496.5


Public Interest Statement

       The Separation serves the public interest, as it strengthens the strategic position of both
the NTELOS wireline and wireless businesses. The establishment of the Wireline Companies as
an independent, stand—alone business focuses NTELOS and Lumos Networks Operating on
building upon their respective capabilities. Clarifying the vision and purposes of NTELOS and
Lumos Networks Operating in this manner better aligns the interests of each company with the
interests of its customers. Standing alone, NTELOS and Lumos Networks Operating are each
better positioned to expand its service offerings, take advantage of new growth opportunities,
increase its control of capital investment decisions, and offer investors a "pure play" investment
opportunity. Access to financial and capital markets for each company should be enhanced by
the Separation because an investment in one business or the other may appeal to investors with
different goals, interests, and risk tolerance thresholds.

        At the same time, customers of the Wireline Companies have not and will not be
adversely affected by the Separation. The Wireline Companies continue to have the requisite
managerial, technical and financial capability to provide quality service and to provide the same
services at the same rates. There has been no change in customers‘ points of contacts in the
sales, customer care or operation teams.

       Furthermore, the Separation has not and will not have a negative impact on competition.
The result of the Separation is to increase, rather than decrease, the number of
telecommunication service providers. NTELOS Holdings and Lumos Networks continue to
compete with traditional facilities—based ILECs, CLECs, and wireless telecommunications
service providers, as well as cable companies and non—facilities based providers of Voice over
Internet Protocol ("VoIP") service such as Vonage and Skype, in their geographic and product
markets.

       Finally, NTELOS notes that the Commission has approved or consented to similar
separation transactions." Accordingly, the public interest is served by the Separation.




2        See, e.g., File No. ITC—ASG—20060816—00395 (Allitel spin—off of wireline customer base
         to Windstream), granted Sept. 20, 2006, in International Authorizations Granted, Report
         No. TEL—01069, DA 06—1899, rel. Sept. 21, 2006; File Nos. ITC—T/C—20060510—00270
         and ITC—T/C—20060510—00278 (Sprint Nextel spin—off of Embarqg), granted May 17,
         2006, in International Authorizations Granted, Report No. TEL—01029, DA 06—1097, rel.
         May 25, 2006.


DCOL/GRIFJ/449496.5                                                                                  6


                                                                                                                                                                                                                                          EXHIBIT A, ANNEX 1
                                                                                                                                                                                                                                                    Page 1 of 2




                                                                                                     Corporate Structure Pre—Separation


                                                                                                                           NTELOS Holdings Corp.
                                                                                                                                       |
                                                                                                                          NTELOS Inc. (1214 Holder)
                                                                                                                                       I
                            |                                                     I                                |                           |                      |
                      Lumos Networks                 NTELOS                  NTELOS                          NTELOS                        NTELOS                   R&B                    NTELOS
                          Corp.                   Netaccess, Inc.       Communications Inc.                Network Inc.                Licenses Inc.        Communications,                PCS Inc.
                                                                                 (CD)                            (d214)       —             (BR)                     Inc.                                           NTELOS FiberNet,
                                                                                                                                                                                                                         Inc.
                                                         |
                                                       NA
                                                  Communications
                                                     Inc. (d214)                                                                                                                                                        Mountaineer
                                                                                                                                                                                                                    Telecommunications,
                                                                                                                                                                                                                           LLC
                                 Lumos Networks
                                Operating Company
                                                                                                                                                                                                                       FiberNet, LLC
                                                                                                                                                                                                 26%                    (i214, d214)
                                                                                                                                                                                                              71%
                                              [                  1           |           65.7%           34.3%                                     |          |                 |                       1
                                       Virginia              NTELOS       NTELOS                                          Roanoke           NTELOS          R&B                The                     VA PSC
                                        RSA 6,               Of West     Telephone                                           And              Media       Network,            Beeper                   Allfance         FiberNet of
                                         LLC                 Virginia       Inc.                 wV PCS                    Botetourt            Inc.         Inc.           Company                       LC            Ohio, LLC
                                                              (d214)       (d214,              Alliance LC                Telephone            (R/O,        (i214             (CD)                     (CF, CW)         (i214, d214)
                                                                          CD, IG)                 (CW)                    Company             COALS)       Holder,
                                                                                                                             (i214,                         d214)
                                                                                                                             d214)                                                                                      FiberNet of
                                                                                                                                                                                                                    Pennsylvania, LLC
                                                                                                                                                                                                                        (i214,d214)
                                          |
                                       Richmond                                                                                                                                      29%
                                       20MHz,                                                 Licenses & Authorizations                                                                                                 FiberNet of
                                        LLC                                                   BR —Broadband Radio Service                                                                                              Virginia, Inc.
                                        (CW)                                                  CD —Paging and Radiotelephone                                                            NH Licenses                     (1214, d214)
                                                                                              CF  —Common Carrier Fixed Point—to—Point Microwave                                          (LD)              51%
                                                                                              IG   — Industrial/Business Pool, Conventional
                                                                                              LD — Local Multipoint Distribution Service
                                                                                              d214 — Blanket domestic Section 214 authority
                                                                                              1214 Holder — Holds international Section 214 authority in own name
                                                                                              1214 — Operates under NTELOS Inc. international Section 214 authority
                                                                                              R/O — Receive—only earth station registration
                                                                                              COALs — Cable Operations & Licensing System registration


DCOI/CLIMC/A50311.2


                                                                                                                                                                                                                                EXHIBIT A, ANNEX 1
                                                                                                                                                                                                                                          Page 2 of 2



                                                                                           Corporate Structure Post—Separation

                                                         Lumos Networks Corp.                                                                                     NTELOS Holdings Corp.


                                                                        |                                                                                                    I
                                                  Lumos Networks Operating Company                                                                                    NTELOS Inc.
                                                                 (i214 Holder)                                                                                  (i214 Holder, WS, CW, AW)
                                                                        |                                                                                                    |
               |                      |                      |                   |               |                      |                     |             |                         |                            |
        NTELOS                   NTELOS               Roanoke                NTELOS          NTELOS                NTELOS                 NTELOS         NTELOS                    R&B                      NTELOS PCS
        Media Inc.            Telephone Inc.             And                Network Inc.      Of West             FiberNet Inc.        Communications    Licenses           Communications                        Inc.
      (R/O, COALS)                (d214,               Botetourt            (i214, d214)      Virginia                                       Inc.          Inc.                  LLC               —
                                 CD, 1G)              Telephone                                (d214)                                       (CD)           (BR)
                                                      Company
                                                     (i214, d214)



                                                                                                            Mountaineer                Virginia RSA 6,    65.7%                      34.3%
                                                                                                         Telecommunications,      |—        LLC
                                                                                                                  LLC
                                                                                                                                              |                     wV PCS
          Notes                                                                                                                                                   Alliance LC
          R&B Networks and NA Communications merge into                                                    FiberNet, LLC                 Richmond                    (CW)                                   26%
          NTELOS Network at separation.                                                                     (i214, d214)          —     20MHz, LLC                                                                        71%
                                                                                                                                            (CW)                                 TT ————3
                                                                                                                                                                             The                              VA PCS
                                                                                                             FiberNet of                                                    Beeper                            Alliance
          Licenses & Authorizations                                                                           Ohio, LLC           —                                      Company                                 LC
          BR —Broadband Radio Service                                                                        (i214, d214)                                                  (CD)                               (CF, CW)
          CD —Paging and Radiotelephone
          CF —Common Carrier Fixed Point—to—Point Microwave                                                                                                                                  29%
          IG — Industrial/Business Pool, Conventional                                                        FiberNet of
          LD       — Local Multipoint Distribution Service                                               Pennsylvania, LLC        H{
          d214 — Blanket domestic Section 214 authority                                                      (i214, d214)                                                                     NH Licenses
          1214 Holder — Holds international Section 214 authority in own name                                                                                                                    LLC
          i1214 — Operates under Wireline Two international Section 214 authority                             —                                                                                    (LD)             51%
          R/O — Receive—only earth station registration                                                      FiberNet of
          COALs —— Cable Operations & Licensing System registration                                         Virginia, Inc.        [—
                                                                                                            (i214, d214)




DCOUCLIMC/AS0798.2


                                                                              Exhibit A, Annex 2A
                                                                                        Page 1 of 3

               FCC Authorizations Held by Wireline Companies — Pre—Separation

   License                        Entity                 Call Sign/File No.           — EFRN
Domestic              NTELOS Telephone Inc.        N/A                             0002073138
$214 authority
                      Roanoke and Botetourt        N/A                             0003775244
                      Telephone Company

                      NTELOS Network Inc.          N/A                             0003742442

                      NA Communications Inc.       N/A                             0009473364

                      NTELOS of West Virginia      N/A                             0017814666

                      R&B Network Inc.             N/A                             0003775301

                      FiberNet of Virginia, Inc.   N/A                             0014710487

                      FiberNet, L.L.C.             N/A                             0003771011

                      FiberNet                     N/A                             0003771045
                      Telecommunications of
                      Pennsylvania, LLC

                      FiberNet of Ohio, LLC        N/A                             0003784147




DCOV/GRIFJIM49577.5


                                                                                    Exhibit A, Annex 2A
                                                                                             Page 2 of 3


                ECC Authorizations Held by Wireline Companies —Pre—Separation


    License              .     Entity                         Call Sign/File No.             FRN
International         R&B Network, Inc.            File No. ITC—214—19970418—00215;      0003768470
Section 214                                        see also File No. ITC—T/C—20050216—
authority                                          00054

                      Roanoke and Botetourt        Operates under $214 authority of      0003775244
                      Telephone Company            NTELOS Inc. in File No. ITC—214—
                                                   19970710—00390 pursuant to Section
                                                   63.21(h) of the FCC Rules

                      FiberNet of Virginia, Inc.   Same as previous                      0014710487

                      FiberNet, L.L.C.             Same as previous                      0003771011

                      FiberNet                     Same as previous                      0003771045
                      Telecommunications of
                      Pennsylvania, LLC

                      FiberNet of Ohio, LLC        Same as previous                      0003784147

Domestic R/O          NTELOS Media Inc.            SES—REG—20060609—00961; E060217       0014818298
E/S
registration




DCOL/GRIFJ/449577.5


                                                                                     Exhibit A, Annex 2A
                                                                                              Page 3 of 3


               FCC Authorizations Held by Wireline Companies — Pre—Separation



   License —                   Entity                 _ Call Sign/File No.                   FRN
COALs                 NTELOS Media Inc.        PSID 020746; Community Units              0014818298
registration                                   VA06SS (Waynesboro), VAO065S6
                                               (Augusta County), VA065S7
                                               (Botetourt County), VAO0683
                                               (Lynchburg), VA0699
                                               (Harrisonburg), VA07O4 (Staunton),
                                               VA07OS (Alleghany County),
                                               VA07O6 (Covington) VAO7OT7,
                                               VA07O8

IG (Industrial/       NTELOS Telephone, Inc.   KNFN647                                   0002073138
Business Pool,                                 Private communications, not
conventional)                                  interconnected. 3 locations: 1— fixed
                                               (control point, Broad St. in
                                               Waynesboro), 2—mobile, 3—fixed
                                               (Elliotts Knob Mountain)

                      NTELOS Telephone, Inc.   WSU439                                    0002073138
                                               Regulatory status not specified;
                                               interconnection not specified. 3
                                               locations: 1—fixed (Bald Knob), 2—
                                               fixed (control point, Court Ave. in
                                               Covington), 3—mobile.

CD (paging            NTELOS Telephone, Inc.   KNKJ980                                   0002073138
and radio
telephone)
                      NTELOS Telephone, Inc.   KNKK756                                   0002073138

                      NTELOS Telephone, Inc.   KNKM896                                   0002073138

                      NTELOS Telephone, Inc.   KOZ730                                    0002073138




DCQOLGRIFJ/449577.5


                                                                              Exhibit A, Annex 2B
                                                                                        Page 1 of 3


              FCC Authorizations Held by Wireline Companies — Post—Separation

   License                     Entitv                    Call Sign/File No.            FRN
Domestic              NTELOS Telephone Inc.        N/A                             0002073138
$214 authority
                      Roanoke and Botetourt        N/A                             0003775244
                      Telephone Company

                      NTELOS Network Inc.          N/A                             0003742442

                      NTELOS of West Virginia      N/A                             0017814666

                      FiberNet of Virginia, Inc.   N/A                             0014710487

                      FiberNet, L.L.C.             N/A                             0003771011

                      FiberNet                     N/A                             0003771045
                      Telecommunications of
                      Pennsylvania, LLC

                      FiberNet of Ohio, LLC        N/A                             0003784147




DCOL/GRIFJ/455479.3


                                                                                    Exhibit A, Annex 2B
                                                                                             Page 2 of 3

                ECC Authorizations Held by Wireline Companies — Post—Separation


   License                    _ Entity                      Call Sign/File No.               FRN
International        Lumos Network Operating       File No. ITC—214—19970418—00215;      0020975116
Section 214          Company (from NTELOS          see also File No. ITC—T/C—20050216—
authority            Network Inc., which merged    00054
                     with R&B Network, Inc., the
                     licensee)
                     Roanoke and Botetourt         Operates under $214 authority of      0003775244
                     Telephone Company             NTELOS Network Inc. in File No.
                                                   ITC—214—19970418—00215 pursuant to
                                                   Section 63.21(h) of the FCC Rules

                     FiberNet of Virginia, Inc.    Same as previous                      0014710487

                     FiberNet, L.L.C.              Same as previous                      0003771011

                     FiberNet                      Same as previous                      0003771045
                     Telecommunications of
                     Pennsylvania, LLC

                     FiberNet of Ohio, LLC         Same as previous                      0003784147

Domestic R/O         NTELOS Media Inc.             SES—REG—20060609—00961; E060217       0014818298
E/S
registration




DCOLGRIFJ/455479.3


                                                                                      Exhibit A, Annex 2B
                                                                                               Page 3 of 3


               FCC Authorizations Held by Wireline Companies — Post—Separation



    License                      Entity                   Call Sign/File No.                  ERN
COALs                  NTELOS Media Inc.        PSID 020746; Community Units              0009474800
registration                                    VA06SS5 (Waynesboro), VAO06S6
                                                (Augusta County), VAO06S7
                                                (Botetourt County), VAO0683
                                                (Lynchburg), VA0699
                                                (Harrisonburg), VA0O7O4 (Staunton),
                                                VA07OS (Alleghany County),
                                                VA07O6 (Covington) VA07O7,
                                                VAO07OS8

IG (Industrial/        NTELOS Telephone, Inc.   KNFN647                                   0002073138
Business Pool,                                  Private communications, not
conventional)                                   interconnected. 3 locations: 1— fixed
                                                (control point, Broad St. in
                                                Waynesboro), 2—mobile, 3—fixed
                                                (Elliotts Knob Mountain)

                       NTELOS Telephone, Inc.   WSU439                                    0002073138
                                                Regulatory status not specified;
                                                interconnection not specified. 3
                                                locations: 1—fixed (Bald Knob), 2—
                                                fixed (control point, Court Ave. in
                                                Covington), 3—mobile.

CD (paging             NTELOS Telephone, Inc.   KNKJ980                                   0002073138
and radio
telephone)
                       NTELOS Telephone, Inc.   KNKK756                                   0002073138

                       NTELOS Telephone, Inc.   KNKM896                                   0002073138

                       NTELOS Telephone, Inc.   KOZ730                                    0002073138




DCQOI/GRIFJ/455479.3


                                                                                                 Exhibit A, Annex 3
                                          NTELOS Inc.                                                  Page 1 of 2
                  Owners Holding a 10% or Greater Interest

 Quadrangle GP                                                           QCP GP Investors II
  Investors LLC                                                                           LLC


          ¥                                                                                  ¥

 Quadrangle GP                                                                 Quadrangle GP
   Investors LP                                                                     Investors II LP

          hA
                                 |                    ¥                               ¥                     ¥
                                      l          Quadrangle                  Quadrangle               Quadrangle
   Quadrangle Capital Partners LP               (AIV2) Capital                 Capital                (AIV2) Select
   Quadrangle Select Partners LP                Partners II LP               Partners II—A            Partners II LP
  Quadrangle Capital Partners A LP                                                   LP
                    13.9%
                                                                                     ¥.

                                                                       Quadrangle
                                                                     NTELOS GP LLC

                                                                               Y¥

                                                               Quadrangle
                                                           NTELOS Holdings II LP
                                                                     13.5%
                             ¥                                   ¥

                                     NTELOS Holdings Corp.
                                                    100%
                                                ¥

                                          NTELOS Inc.

NOTES:

(a) Quadrangle GP investors LP (and its parent Quadrangle GP Investors LLC) hold an aggregate indirect
interest of 13.9% in NTELOS. Quadrangle GP Investors LLC, whose Managing Members are Peter Ezersky,
and Michael Huber, is the General Partner of Quadrangle GP Investors LP. Quadrangle GP Investors LP is in
turn the General Partner of Quadrangle Capital Partners LP, Quadrangle Capital Partners—A LP and
Quadrangle Select Partners LP, which together directly own an estimated 13.9% of NTELOS Holdings Corp.
and its subsidiaries, including NTELOS Inc., although no individual fund holds more than 10%.

(b) Quadrangle GP Investors II LP (and its parent QCP GP Investors II LLC) hold an aggregate indirect
interest of 13.5% in the filer. QCP GP Investors II LLC, whose Managing Members are Peter Ezersky and
Michael Huber, is the General Partner of Quadrangle GP Investors II LP. Alithough QCP GP Investors II LLC
and Quadrangle GP Investors LLC share the same managing members, the assets and business of each LLC
are completely separate. Quadrangle GP Investors II LP is in turn the General Partner of Quadrangle (AIV2)
Capital Partners II LP, Quadrangle Capital Partners II—A LP and Quadrangle (AIV2) Select Partners II LP,
which together, as managing members, indirectly own an estimated 13.5% of NTELOS Holdings Corp. andits
subsidiaries, including NTELOS Inc. Only Quadrangle (AIV2) Capital Partners II LP holds more than 10% of
NTELOS Holdings Corp.


                     Lumos Networks Operating Company                                            Exhibit A, Annex 3
                                         &                                                            Page      2 of 2
                  Owners Holding a 10% or Greater Interest                                                   age 20
                                         After Separation

 Quadrangle GP                                                           QCP GP Investors II
  Investors LLC                                                                          LLC


          ¥                                                                                  ¥

 Quadrangle GP                                                                 Quadrangle GP
   Investors LP                                                                    Investors II LP

          ¥
                                 |                    ¥                              ¥                          ¥
                                     I           Quadrangle                  Quadrangle              Quadrangle
   Quadrangle Capital Partners LP               (AIV2) Capital                 Capital               (AIV2) Select
   Quadrangle Select Partners LP                Partners II LP               Partners II—A           Partners II LP
  Quadrangle Capital Partners A LP                                                  LP
                    13.9%
                                                                                    ¥

                                                                       Quadrangle
                                                                     NTELOS GP LLC

                                                                               ¥

                                                               Quadrangle
                                                           NTELOS Holdings II LP
                                                                     13.5%
                             ¥                                   ¥

                                     Lumos Networks Corp.
                                                ¥ 100%
                                                     0




                          Lumos Networks Operating Company

NOTES:

(a) After Separation, Quadrangle GP investors LP (and its parent Quadrangle GP Investors LLC) hold an
aggregate indirect interest of 13.9% in Lumos Networks Operating Company. Quadrangle GP Investors LLC,
whose Managing Members are Peter Ezersky and Michael Huber, is the General Partner of Quadrangle GP
Investors LP. Quadrangle GP Investors LP is in turn the General Partner of Quadrangle Capital Partners LP,
Quadrangle Capital Partners—A LP and Quadrangle Select Partners LP, which together directly own an
estimated 13.9% of Lumos Networks Corp. and its subsidiaries, including Lumos Networks Operating
Company, although no individual fund holds more than 10%.

(b) After Separation, Quadrangle GP Investors II LP (and its parent QCP GP Investors II LLC) hold an
aggregate indirect interest of 13.5% in the filer. QCP GP Investors II LLC, whose Managing Members are
Peter Ezersky and Michael Huber, is the General Partner of Quadrangle GP Investors II LP. Although QCP
GP Investors II LLC and Quadrangle GP Investors LLC share the same managing members, the assets and
business of each LLC are completely separate. Quadrangle GP Investors II LP is in turn the General Partner
of Quadrangle (AIV2) Capital Partners II LP, Quadrangle Capital Partners II—A LP and Quadrangle (AIV2)
Select Partners II LP, which together, as managing members, indirectly own an estimated 13.5% of Lumos
Networks Corp. and its subsidiaries, including Lumos Networks Operating Company. Only Quadrangle (AIV2)
Capital Partners II LP holds more than 10% of Lumos Networks Corp.



Document Created: 2019-04-25 02:02:14
Document Modified: 2019-04-25 02:02:14

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