SWIDLER BERLIN SHEREFF FRIEDMAN, LLP

3000 K STRFST, Nw, SUITE 300 WASHINGTON, DC 20007-5 116

TPLE€”ONE (202)424-7500 FACSIMILE (202) 424-7645

NI 405 LEX

NEW

March 21,2001 /

VIA OVERNIGHT DELIVERY

Martin Huelsmann, Executive Director Public Service Commission of Kentucky 2 1 1 Sower Boulevard P.O. Box 615 Frankfort, Kentucky 40601

2 5 - / 2 6 2 -aW! -2 7”

Re: Notification of McLeodUSA Telecommunications Services, Inc. of Intent to Provide Competitive Local Exchange Telecommunications Services within the Commonwealth of Kentuckv

Dear Mr. Huelsmann:

McLeodUSA Telecommunications Services, Inc. (“McLeodUSA” or “Compa undersigned counsel, hereby notifies the Kentucky Public Service Commission (“Comn the Company’s intent to provide competitive local exchange telecommunications service; Commonwealth of Kentucky. McLeodUSA also files its proposed local exchange tari to 807KAR5:Oll.

An original and four copies of this notification letter are enclosed. Please date enclosed extra copy of this filing and return it in the postage paid, self-addressed envelop1

Notice of Intent to Provide Local Exchange Services

In accordance with the Commission’s Orders issued in Administrative Case No. June 12,1996), Administrative Case No. 355 (dated Sept. 26,1996), and Administrativl 370 (dated Jan. 8,1998), McLeodUSA submits the following information and docume

362751.2

‘ YORK OFFICE GTONAVENUE >%NY 10174

7

r”), by its ssion”) of withinthe ’ pursuant

;tamp the ?rovided.

59 (dated Case No. s:

Martin J. Huelsmann March 21,2001 Page 2

facsimile

s attached ;Business

ts of the ~ r y issues

md (800)

1.

2.

3.

I Name and Address of the Utilitv. The legal name, address, and telephone an( numbers of the Company are as follows:

McLeodUSA Telecommunications Services, Inc. McLeodUSA Technology Park 6400 C Street, SW P.O. Box 3 177 Cedar Rapids, IA 52406-3 177 Telephone: (3 19) 790-6823 Facsimile: (3 19) 790-790 1

Articles of IncorDoration. A copy of McLeodUSA’s Articles of Incorporation hereto at Exhibit A. A copy of McLeodUSA’s Certificate of Authority to Transac in Kentucky is also attached at Exhibit A.

Contact Person. The name, address, and telephone and facsimile numb1 responsible contact person at the Company for customer complaints and regula are as follows:

David R. Conn Vice President and Deputy General Counsel McLeodUSA Incorporated McLeodUSA Technology Park 6400 C Street, SW P.O. Box 3 177 Cedar Rapids, IA 52406-3 177 Telephone: (3 19) 790-7055 Facsimile: (3 19) 790-790 1

McLeodUSA’s toll-free phonenumbers are (800) 500-3453 (residential customers: 593-1 177 (business customers).

362751.2

Martin J. Huelsmann March 21,2001 Page 3

4. Intrastate Services Statement. Attached hereto as Exhibit B is the Company’s statement that it has neither provided nor collected for local exchange services in prior to the filing of its proposed local exchange tariff.’

notarized Kentucky

5. ODerator-Assisted Services Statement. McLeodUSA does not seek to provid operator assisted services to traffic aggregators as defined in Administrative Case No. 33 i .

Should you have any questions regarding this filing or require adhtional informatic do not hesitate to contact us.

6. Prooosed Local Exchange Tariff. McLeodUSA seeks authority to provide resold and facilities-based local exchange services, as well as switched access various intrastate private line and dedicated access services. Attached hereto is McLeodUSA’s proposed local exchange tariff, which bears an effective sooner than thirty (30) days fi-om the date of this filing.

Respectfully submitted,

Grace R. Chiu Brett P. Ferenchak

Counsel for McLeodUSA Telecommunications Service

Enclosures cc: David R. Conn (w/o encl.)

Richard S. Lipman Richard M. Rindler (w/o encl.) Kelly A. Olson

In, please

3, Inc.

1 McLeodUSA has been authorized to operate as a reseller of telecommunications services in the Commonwealth of Kentucky since 1996, pursuant to the acceptance of the Company’s proposed interexchange tariff for filing effective McLeodUSA files this letter of intent to expand its authority to include the provision based local exchange services.

362751.2

Exhibit A

Exhibit B

Exhibit C

362751.2

EXHIBITS

Articles of Incorporation and Certificate of Authority to Transact Business

Notarized Statement Regarding Provision of Local Services

Proposed Local Exchange Tariff

xchange

. e

Exhibit A

Articles of Incorporation

and

Certificate of Authority to Transact Business

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I ] ' The officers and directon of the corpor8tlon are repOft@d on pago 2 and any attached additlonal shoats. I I S T A T E OF I O Y A I SECRETARY OF STATE

FILED 0 4 / 0 1 / 1 9 9 4 A T 8 : 1 1 AN I I!f-?L.Amm 000168002U0004St65 Phon. (optional)

~ 7. SIGNED: 13985 -US: 94413986

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IOWA 1994 ANNUAL REPORT ELAINE BAXTER 1

Secretary of State tor an State of Iowa IOWA CORPORATION I

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, I Change t+P addnsr to: I TomYentte Suite 500 221- 3rd Avr SE Cedar Rapids, IA 52401

1 I

3. Stock Authorized 8nd Issued

CLIIIO staim AUtHORUU) ISWED

1. CorPlron L r n n n 1

3. 4.

4. Does the corporation own agricultural land In Iowa?

Roturn this ngort to

porlmrrkod no I.1.r March 31,1994.

2. The rddnrs of tho new rqisterod 1 - 2 - 2 office in Iowa is:

S t rw A d d m (A stmot add- 1s wquirrd.

A y-! port Ced8t offici box Ra may fdr bo mea.) IA 5 401 j - (CW. s-. Z i )

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item one of thl8 annual report.

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agoM to the rppointmont.

will k ldentlcal.

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I ' 5. Is the corporation a 1yunr)y fum corporation?" i

I A

TO THE SECRmARY OF STATE OF THE STATE OF IOWA:

Pumant to the provisioiu of sections, Mln101)5 and 490.1006 of Buvintss Corporation Act, the undersigned corporation adopts the foUo amcnciments to the corporation’s Artjciu of Incorporation.

f 1. The JUXXW of the corporation, prior tu the effective date of Article of Amendmen& is McLeod Telemanagement, Inc. The M= of corporation hlIowing the effective date of these Mdcs of Amenhmt .McCcodUSA TeIccommwrlutfonrr Sarvins, Inc.

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the

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.MCLEOD TELEMANAGEMENT, INC.

.. PAUL D. PATE Statement of Change Secretary of State of Registered a c e or

Registered Age t or Both State of Iowa a Pursuant to the provisions of the l o w B u S i n 8 ~ ~ Caporation Ad, tho lows Limited Liability or the lows Nmpfit Wjxmtkw Ad, the corparation submi the fotlawing statement to c registered office or registered agent or both, In l o w

2 Tho address of the new nogisterod office of the corpodon:+ 2222 G r a d Avenue ~ e s in-, 50312

mnt acr st.* zip

Tho undms@d con#nbto bo appointed m r r s d agent for tho corpontion named in this st tement. t

The infomatlon you provide MI be open for public inspctbn under low m, s PEASE READ INSTRUCTIONS ON REVERSE BEFORE COMPLETING

(XA - 1376 - 2/24/97) U.

* e ’ . . \ 1QoawNS.

t I bgooa- s ARflCLES OF MERGER S€CI

CONSOLIDATED COMMUNICATIONS TELECOM SERVICEl

MCLEODUSA TELECOMMUNICATIONS SERVICES, IN1

OF

INTO

TO THE SECRETARfES OF STATE OF THE STATE OF IOWA AND STATE OF ILLINOIS:

Pursuant to S e n I 1 05 of the Iowa Business Corporation Act, CC Communications Telecam Services Inc. and McCeodUSA TeIecamn Services, Inc. adopt the following articres of merger.

1. The Plan of Merger (“P!an‘) is attached as Exhibit 1.

2. The d8SignatfOn. number of outstanding shares, and numk emed to be cast by each Voting group entitfed to vote separately on the each corporation b as follows

CONSOUDATED COMMUNICATIONS TELECOM SERVIC€S INC.

Votes Entitled Designation Shares To Be Cast On OfGrwp Outstandinnq Amendment

Common 1,000 1,000

MCLEOOUSA TELECOMMUNICATIONS SERVICES, INC.

Votes Entitfed Desi-n Shams To Be Cast On 2EE!E Outstanding Amendment

corrnnon 1.000 1,000

The number of votes cast for the Plan by each voting group was sufficient fc by that voting grwp. Tbe wtes cast in favor of t 2 . b plan were uiim

5 INC.

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nsolidated m 2 iunications m

in

r of votes Plan as to

r approval S.

. 3. Consolidated Communications Telecam Services Inc. is r

McteodUSA Telecommunications SeM'ces, Inc. with McLeudUSA Telecom Services, Inc as the surviving corporation.

4. This merger shall become effective upon filing with the Secr State of Iowa and the Secretary of the State of Illinois.

Dated: July 30,1998

CONSOLIDATED COMMUNICI TELECOM SERVICES, INC.

MCLEOOUSA TElECOMMUNIi SERVICES, INC.

Bw.-*- Clark E. 'eod, Sole D i m

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wed into nunications

&try of the

TIONS

3ctor

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PLAN OF MERGER This Plan of Merger is entered as of hwus+ 2.g , 1998, by

Consolidated Communications Teiecorn Se6?ices Inc., an llli (“Consolidated”), and McLeodUSA Telecommunications Sewices, corporation (”Telecommunications“). Consolidated and Telecomm wholIy6wned subsidiaries of McleodUSA Incorporated, a Del (“McLeodUSA’).

RECITALS

A. The Board of Directors af Consolidated and Telecorn officers of McLeodUSA have determined it to be advisable that merged with and into Telecommunications in a accordance with the Iowa Business Corporatio Telecommunications will be the surviving corporation of the Merger and that this Plan of Merger be submitted to the stockholders of Con Telecommunications for approval.

The parties agree as follows:

7 . THEMERGER

1.1 The M8rgOf. SubJect to the terms Agreement, Consolidated will be merg Telecommunications pursuant to this Agreern applicable provisions of the laws of the State the merger all shams of Consolidated will s h a m of Teleaxnrnunications are and will McteodUSA Tekcmnunicatfons will remai of McLeodUSA

1 2 Efkts of the Merger. In add the Merger, each ufthe foIlowing wiIl occu Conddated Win cease and Consolidated will be merged Tekomrnunicatiom, and Telecommunications will be corporatiocl of the Merger (the “Surviving lncorporaffon and Bylaws of Tefecommun and WiR be the Artfdes of lncorporatlort and Syiaws Corporation unffl themafter duly amended: (c) the share common stock outstanding MI, by virtue of the Merger and action on the part of any holder thereof, Telecommunications will continue to be the Merger will have all of the effects p appllcable law.

. . . .

4.2 Assign& Binding Upon Successors and N&er party hereto may assign any of its rights or obligations

2.

Assigns. pder this

3.

Agreement without the prior written consent of the' other party which consent may be wSthheld in such party's sole diswtbn. Agreement will be binding upon and inure to the benefit of hereto and their respective succ~ssors and permitted assigns.

construed h accordance with the internal laws of the State (mespdve of its choice of law or conflict of laws principles).

4.4 Counterpart& This Agreement may be executed more counterparts, each of which will be an original as regards whose signature appears thereon and aU of which together will one and the same instrument.

4.3 Governins Law. This Agreement shail be govemcd

4.

0

hereto, This

ttre parties

by and of Iowa

in two or any party (constitute

CLOSING MATERS

2.1 Cancellation of Certificates. At the Closing, eve share of Consolidated Common Stock will be surrendered to Telecom unications and the certificate@) for such shares duly endorsed will be can

SUBMISSION OF STOCKHOLDERS: EFFECTIVE DATE OF M RGER

ed. i This Plan of Merger shad be submMed to th

Consolidated and Telecommunications in accordance laws of the State of Iowa and the State of Illinois. If thi duly adopted by all shareholders entitled to vote of Telecommunications and is not terminated, as soon as pra the conditions provided for in the Agreement have been waived, Consolidated and Telecommunications shall such documents and take such other action as may appropriate to effect the transactions contemplated

MISCEWEOUS

4.1 - Plan. The Plan and this Agreement are consbued together in order to effectuate their purposes.

.. IN WITNESS WHEREOF, the parties hereto have caused this

to be duly a c e a b d as of the date and year first above writtsn.

CONSOLIDATED COMMUNlCATlO TELECOM SERVICES, INC.

By:/. 2 = 4 u Richard A. Lumpkin, &le Directa

MCEOOUSA TELECOMMUNICAT: SERVICES, INC.

BY:- Clark €. cleod, Sob Director

CHESTER J. CULVER

0 4

I ._.

(Exact Copoxate Narrre)

Pursuant to the ptwisions of Chapters 271B and 273 of the Kentucky Revised Statutes, heaeby applies, on behalf of said cotpotation, for an Arne& Certificate of Authority to Kentucky and for that purpose submits the following statewnt:

A Cettiflcate of Aud~ority was issued to the above named corporation by the Secxetaxy of S te of Kentucky on , 1 9 9 6 , mlthokhg Said corpor;ition to transact busin S in the sate of _"- October 21

Kentuckyundef dK name of m o d T-c.

the undersigned aransact business in .

The naw of the corporation to be used in Kentucky is

The COrpOtatiOtls period of duration has been changed to

The corpahn's state or c m n e of iocorporation has heen changed to go Chancre

This application is accompanied by a Certificate of Existence (or document of Authenticated by the Secxetary of State or other oBcial having custody of corporate country uader whose law it is incorporated.

362751.2

Exhibit B

Notarized Statement Regarding Provision of Local Exchange Services

NOTARIZED STATEMENT

I, David R. Conn, being duly sworn, do hereby depose and state that:

1. I am Vice President and Deputy General Counsel of McLeodUSA

Telecommunications Services, Inc. (“McLeodUSA”) and am authorize(

this statement on McLeodUSA’s behalf;

McLeodUSA has neither provided nor collected for local exchange sen

Kentucky prior to filing its local exchange tariffl, and

The foregoing statements are true and correct to the best of my knowlec

2.

3.

information and belief.

David R. Conn Vice President and Deputy General Corn; McLeodUSA Telecommunications Servic

Subscribed and sworn to (or a f f i e d ) before me this & day of pl&p(.!,h

Seal

My Commission Expires:

362751.2

to make

ces in

:e,

21 :s, Inc.

2 2001.

Exhibit C

Proposed Local Exchange Tariff

362751.2 a