Jection Deadline: April 9, 2019, at 4:00 P.M

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Stephen E. Hessler, P.C. James H.M. Sprayregen, P.C. Marc Kieselstein, P.C. Ross M. Kwasteniet, P.C. (admitted pro hac vice) Cristine Pirro Schwarzman Brad Weiland (admitted pro hac vice) KIRKLAND & ELLIS LLP John R. Luze (admitted pro hac vice) KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS LLP 601 Lexington Avenue KIRKLAND & ELLIS INTERNATIONAL LLP New York, New York 10022 300 North LaSalle Street Telephone: (212) 446-4800 Chicago, Illinois 60654 Facsimile: (212) 446-4900 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Proposed Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) WINDSTREAM HOLDINGS, INC., et al.,1 ) Case No. 19-22312 (RDD) ) Debtors. ) (Jointly Administered) )

NOTICE OF HEARING ON DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF PJT PARTNERS LP AS INVESTMENT BANKERS NUNC PRO TUNC TO THE PETITION DATE AND (II) GRANTING RELATED RELIEF

PLEASE TAKE NOTICE that on March 26, 2019, the above-captioned debtors and

debtors in possession (collectively, the “Debtors”) filed the Debtors’ Application for Entry of an

Order Authorizing the Retention and Employment of PJT Partners LP as Investment Bankers

Nunc Pro Tunc to the Petition Date (the “Application”). A hearing (the “Hearing”) on the

Application will be held before the Honorable Robert D. Drain, United States Bankruptcy Judge,

United States Bankruptcy Court for the Southern District of New York, at the United States

1 The last four digits of Debtor Windstream Holdings, Inc.’s tax identification number are 7717. Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a complete list of the debtor entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ proposed claims and noticing agent at http://www.kccllc.net/windstream. The location of the Debtors’ service address for purposes of these chapter 11 cases is: 4001 North Rodney Parham Road, Little Rock, Arkansas 72212.

KE 59859917 19-22312-rdd Doc 193 Filed 03/26/19 Entered 03/26/19 22:52:49 Main Document Pg 2 of 117

Bankruptcy Court for the Southern District of New York, 300 Quarropas Street, White Plains,

New York 10601, on April 16, 2019, at 10:00 a.m. (prevailing Eastern Time).

PLEASE TAKE FURTHER NOTICE that any responses or objections to the relief

requested in the Application shall: (a) be in writing; (b) conform to the Federal Rules of

Bankruptcy Procedure, the Local Bankruptcy Rules for the Southern District of New York, all

General Orders applicable to chapter 11 cases in the United States Bankruptcy Court for the

Southern District of New York, and the Interim Order Establishing Certain Notice, Case

Management, and Administrative Procedures [Docket No. 57] (the “Case Management Order”)

approved by the Bankruptcy Court; (c) be filed electronically with the Bankruptcy Court on the docket of In re Windstream Holdings, Inc., Case 19-22312 (RDD) by registered users of the

Bankruptcy Court’s electronic filing system and in accordance with the General Order M-399

(which is available on the Bankruptcy Court’s website at http://www.nysb.uscourts.gov); and

(d) be served so as to be actually received by April 9, 2019, at 4:00 p.m., prevailing Eastern

Time, by (i) the entities on the Master Service List (as defined in the Case Management Order

and available on the Debtors’ case website at http://www.kccllc.net/windstream) and (ii) any

person or entity with a particularized interest in the subject matter of the Application.

PLEASE TAKE FURTHER NOTICE that if no Objections are timely filed and served with respect to the Application, the Debtors shall, on or after the Objection Deadline, submit to the Bankruptcy Court an order substantially in the form annexed as Exhibit A to the Application,

which order the Bankruptcy Court may enter with no further notice or opportunity to be heard.

PLEASE TAKE FURTHER NOTICE that the Hearing may be continued or adjourned

thereafter from time to time without further notice other than an announcement of the adjourned

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date or dates at the Hearing. The Debtors will file an agenda before the Hearing, which may

modify or supplement the Application to be heard at the Hearing.

PLEASE TAKE FURTHER NOTICE that a copy of the Application may be obtained

free of charge by visiting the website of Kurtzman Carson Consultants LLC at

http://www.kccllc.net/windstream. You may also obtain copies of any pleadings by visiting the

Bankruptcy Court’s website at http://www.nysb.uscourts.gov in accordance with the procedures

and fees set forth therein.

Dated: March 26, 2019 /s/ Stephen E. Hessler New York, New York Stephen E. Hessler, P.C. Marc Kieselstein, P.C. Cristine Pirro Schwarzman KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue

New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 - and - James H.M. Sprayregen, P.C. Ross M. Kwasteniet, P.C. (admitted pro hac vice) Brad Weiland (admitted pro hac vice) John R. Luze (admitted pro hac vice) KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Proposed Counsel to the Debtors and Debtors in Possession

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Stephen E. Hessler, P.C. James H.M. Sprayregen, P.C. Marc Kieselstein, P.C. Ross M. Kwasteniet, P.C. (pro hac vice pending) Cristine Pirro Schwarzman Brad Weiland (pro hac vice pending) KIRKLAND & ELLIS LLP John R. Luze (pro hac vice pending) KIRKLAND & ELLIS INTERNATIONAL LLP KIRKLAND & ELLIS LLP 601 Lexington Avenue KIRKLAND & ELLIS INTERNATIONAL LLP New York, New York 10022 300 North LaSalle Street Telephone: (212) 446-4800 Chicago, Illinois 60654 Facsimile: (212) 446-4900 Telephone: (312) 862-2000 Facsimile: (312) 862-2200

Proposed Counsel to the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) WINDSTREAM HOLDINGS, INC., et al.,2 ) Case No. 19-22312 (RDD) ) Debtors. ) (Jointly Administered) )

DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF PJT PARTNERS LP AS INVESTMENT BANKERS NUNC PRO TUNC TO THE PETITION DATE AND (II) GRANTING RELATED RELIEF

Windstream Holdings, Inc. and its debtor affiliates as debtors and debtors in possession

in the above-captioned chapter 11 cases (collectively, the “Debtors”) respectfully state the

following in support of this application:

Relief Requested

1. The Debtors seek entry of an order (the “Order”), substantially in the form

attached hereto as Exhibit A: (a) authorizing the retention and employment of PJT Partners LP

2 The last four digits of Debtor Windstream Holdings, Inc.’s tax identification number are 7717. Due to the large number of Debtors in these chapter 11 cases, for which joint administration has been granted, a complete list of the debtor entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ proposed claims and noticing agent at http://www.kccllc.net/windstream. The location of the Debtors’ service address for purposes of these chapter 11 cases is: 4001 North Rodney Parham Road, Little Rock, Arkansas 72212.

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(“PJT”) as investment bankers to the Debtors, in accordance with the terms and conditions set

forth in that certain engagement letter, including any schedules thereto, dated as of February 25,

2019 (the “Engagement Letter”), attached to the Order as Exhibit 1, effective nunc pro tunc to

the Petition Date; and (b) modifying the time-keeping requirements under rule 2016(a) of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 2016-1 of the Local

Bankruptcy Rules for the Southern District of New York (the “Local Rules”).

2. In support of this application, the Debtors submit the declaration of Nicholas

Leone, a Partner at PJT (the “Leone Declaration”), attached hereto as Exhibit B, and the

declaration of Tara Flanagan, Chief Compliance Officer of PJT (the “Flanagan Declaration”),

attached hereto as Exhibit C.

Jurisdiction and Venue

3. The United States Bankruptcy Court for the Southern District of New York

(the “Court”) has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the

Amended Standing Order of Reference from the United States District Court for the Southern

District of New York, dated February 1, 2012. The Debtors confirm their consent, pursuant to

rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), to the entry

of a final order by this Court in connection with this application to the extent that it is later

determined that this Court, absent consent of the parties, cannot enter final orders or judgments

in connection herewith consistent with Article III of the United States Constitution.

4. Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409.

5. The bases for the relief requested herein are sections 327(a) and 328 of title 11 of

the United States Code (the “Bankruptcy Code”), Bankruptcy Rules 2014(a) and 2016, and Local

Rules 2014-1, 2016-1, and 9013-1(a).

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Background

6. The Debtors are a leading provider of advanced network communications and technology solutions for businesses across the United States. The Debtors also offer broadband, entertainment and security solutions to consumers and small businesses primarily in rural areas in 18 states. Additionally, the Debtors supply core transport solutions on a local and long-haul fiber network spanning approximately 150,000 miles and have over 11,000 employees.

7. On February 25, 2019 (the “Petition Date”), each of the Debtors filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code. A detailed description of certain

facts and circumstances surrounding these chapter 11 cases is set forth in the Declaration of

Tony Thomas, Chief Executive Officer and President of Windstream Holdings, Inc., (I) in

Support of Debtors’ Chapter 11 Petitions and First Day Motions and (II) Pursuant to Local

Bankruptcy Rule 1007-2 [Docket No. 27] (the “First Day Declaration”), filed the Petition Date.

8. The Debtors’ chapter 11 cases have been consolidated for procedural purposes

only and are being jointly administered pursuant to Bankruptcy Rule 1015(b) [Docket No. 56].

The Debtors continue to operate their business and manage their property as debtors in

possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On March 12, 2019,

the Office of the United States Trustee for the Southern District of New York appointed the

creditors committee pursuant to section 1102 of the Bankruptcy Code [Docket No 136].

PJT’S Qualifications

9. As detailed in the Leone Declaration, PJT’s Restructuring and Special Situations

Group is one of the industry’s leading advisors to companies and creditors in a variety of

complex restructurings and bankruptcies. PJT was spun off from The Blackstone Group L.P.

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(“Blackstone”) effective October 1, 2015.3 Upon the consummation of the spinoff, Blackstone’s

Restructuring and Reorganization advisory group became a part of PJT, and Blackstone’s

restructuring professionals became employees of PJT. The former Blackstone restructuring

professionals, in their capacity as PJT employees, have been conducting business and providing

their clients with the same high-quality restructuring services that Blackstone had itself provided

since the formation of its restructuring advisory practice twenty-eight (28) years ago. PJT

professionals have extensive experience working with financially troubled companies in complex financial restructurings. Since 1991, PJT professionals have advised on more than 550 distressed situations, both in and out of court, involving more than $1.9 trillion of total liabilities.

10. The partners and members of PJT’s Restructuring and Special Situations Group have assisted and advised in numerous chapter 11 cases. In particular, they have provided services to debtors, creditors’ committees, and other constituencies in numerous chapter 11 cases, including, among others: AbitibiBowater Inc.; Adelphia Communications Corporation;

Allen Systems Group, Inc.; Ambac Financial Group, Inc.; Apex Silver Mines Ltd.; Arch Coal,

Inc.; Ascent Resources Marcellus Holdings, LLC; The Bon-Ton Stores, Inc.; Caesars

Entertainment Operating Corporation; Cengage Learning, Inc.; Chaparral Energy LLC; CHC

Group Ltd.; Cumulus Media Inc.; Delta Air Lines, Inc.; Dixie Electric, LLC; Dynegy Inc.;

Eastman Kodak Company; Edison Mission Energy; Energy Future Holdings Corporation;

Energy XXI Ltd.; Endeavor International Corporation; Energy & Exploration Partners, Inc.;

Enron Corporation; Excel Maritime Carriers, Ltd.; EXCO Resources, Inc.; FirstEnergy Solutions

3 On October 7, 2014, the board of directors of Blackstone’s general partner approved a plan to spin off its financial and strategic advisory services, restructuring and reorganization advisory services and Park Hill fund placement businesses, and to combine these businesses with an independent financial advisory firm founded by Paul J. Taubman, to form an independent, publicly traded company called PJT Partners Inc. PJT is a wholly- owned subsidiary of PJT Partners Holdings LP, a holding partnership that is controlled by PJT Partners Inc., as general partner. PJT Partners Inc. is led by Paul J. Taubman, as chairman and chief executive officer. This spinoff was effected via a multi-step transaction.

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Corp.; Flag Telecom Holdings Limited; Flying J. Inc.; Genco Shipping & Trading Limited;

General Motors Corporation; Global Crossing Ltd.; Hälcon Resources Corporation; Hawker

Beechcraft, Inc.; Hercules Offshore, Inc.; Homer City Generation, L.P.; Hostess Brands, Inc.;

Houghton Mifflin Harcourt Publishing Company; Lee Enterprises Inc.; Legend Parent Inc.;

LightSquared Inc.; Los Angeles Dodgers LLC; LyondellBasell Industries; Magnetation LLC;

Magnum Hunter Resources Corporation; Merisant Worldwide, Inc.; Mirant Corp.; New Gulf

Resources, LLC; NewPage Corporation; NTK Holdings, Inc.; Paragon Offshore ; Patriot Coal

Corporation; Penn Virginia Corporation; PES Holdings, LLC; Quicksilver Resources, Inc.;

Relativity Fashion, LLC; Samson Resources Corporation; SemGroup; TerreStar Networks Inc.;

Triangle USA Petroleum Corporation; Tribune Company; Ultra Petroleum Corp.; Venoco Inc.;

VER Technologies Holdco LLC; Verso Corporation; Walter Energy, Inc.; Westinghouse Electric

Company LLC; W.R. Grace & Co.; and Winn-Dixie Stores, Inc. In addition, the restructuring

group has provided general restructuring advice to major companies such as Clearwire

Corporation, Ford Motor Company, The Goodyear Tire & Rubber Company, and Xerox

Corporation.

11. The Debtors initially engaged PJT on or around March 8, 2018. PJT’s role was

thereafter broadened, pursuant to the Engagement Letter, dated as of February 25, 2019, attached

as Exhibit 1 to the Order, to include, among other services, assisting the Debtors’ efforts to

analyze, structure, negotiate, and effect a potential restructuring. PJT has engaged in extensive

due diligence of the Debtors’ businesses, including their operations, assets, capital structure,

contractual arrangements, cash flows and liquidity.

12. As a result of the prepetition work performed by PJT on behalf of the Debtors,

PJT acquired significant knowledge of the Debtors’ financial affairs, business operations, capital

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structure, assets, key stakeholders, financing documents, and other related material information.

Likewise, in providing prepetition services to the Debtors, PJT’s professionals worked closely

with the Debtors’ management, Board of Directors, and other advisors. Accordingly, as a result

of PJT’s representation of the Debtors prior to and during these chapter 11 cases and PJT’s

extensive experience representing chapter 11 debtors, PJT is well qualified to provide these

services and to represent the Debtors during these chapter 11 cases.

13. Indeed, if the Debtors were required to retain an investment banker other than PJT

in connection with these chapter 11 cases, the Debtors, their estates, and other parties in interest

would be prejudiced by the time and expense necessary to familiarize another investment banker

with the intricacies of the Debtors and their business operations.

Services Provided by PJT

14. Subject to further order of this Court, and consistent with the terms of the

Engagement Letter, PJT’s services in these chapter 11 cases, to the extent necessary, appropriate,

feasible and as may be requested by the Debtors, include the following:4

a. assisting in the evaluation of the Debtors’ businesses and prospects;

b. assisting in the development of the Debtors’ long-term business plan and related financial projections;

c. assisting in the development of financial data and presentations to the Debtors’ board of directors, various creditors and other third parties;

d. analyzing the Debtors’ financial liquidity and evaluate alternatives to improve such liquidity;

e. analyzing various restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the Restructuring;5

4 The summary of the Engagement Letter in this application is qualified in its entirety by reference to the provisions of the Engagement Letter. To the extent there is any discrepancy between the summary contained in this application and the terms set forth in the Engagement Letter, the terms of the Engagement Letter shall govern.

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f. providing strategic advice with regard to a potential Restructuring or refinancing of the Debtors’ Obligations;

g. evaluating the Debtors’ debt capacity and alternative capital structures;

h. participating in negotiations among the Debtors and their creditors, suppliers, lessors (including, but not limited to, Uniti Group Inc. and its subsidiaries), and other interested parties;

i. valuing securities offered by the Debtors in connection with a Restructuring;

j. advising the Debtors and negotiating with lenders with respect to potential waivers or amendments of various credit facilities;

k. assisting in arranging financing for the Debtors, including debtor-in- possession financing, as requested;

l. providing expert witness testimony concerning any of the subjects encompassed by the other investment banking services; and

m. providing such other advisory services as are customarily provided in connection with the analysis and negotiation of a transaction similar to a potential Restructuring, as requested and mutually agreed.

Professional Compensation

15. PJT’s decision to advise and assist the Debtors in connection with these chapter

11 cases was subject to its ability to be retained in accordance with the terms of the Engagement

Letter pursuant to section 328(a), and not section 330, of the Bankruptcy Code.

16. In consideration of the services provided by PJT, and as more fully described in the Engagement Letter, subject to this Court’s approval, the Debtors and PJT have agreed that

5 As provided for in the Engagement Letter, a “Restructuring” shall mean “(i) any restructuring, reorganization (whether or not pursuant to chapter 11 of the United States Bankruptcy Code (“Chapter 11”)) and/or recapitalization of the [Debtors] affecting any of its existing or potential debt obligations or other claims against the [Debtors], including, without limitation, senior debt, junior debt, trade claims, general unsecured claims, capital leases, and preferred stock (collectively, the “Obligations”) and/or (ii) any complete or partial repurchase, refinancing, extension or repayment by the [Debtors] of any of the Obligations.”

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PJT shall, in respect of its services, be compensated under the following fee structure

(the “Fee Structure”):6

a. Monthly Fee. The Debtors shall pay PJT a monthly advisory fee (the “Monthly Fee”) of $250,000 per month. Fifty percent (50%) of all Monthly Fees paid to PJT in excess of $1,500,000 shall be credited against the Restructuring Fee (as discussed and defined below).

b. Capital Raising Fee. The Debtors shall pay PJT a capital raising fee (the “Capital Raising Fee”) for any financing arranged by PJT Partners, at the Company’s request, earned upon signing of definitive documentation and payable upon the closing of such capital raise. If access to the financing is limited by orders of this Court, a proportionate fee shall be payable with respect to each available commitment (irrespective of availability blocks, borrowing base, or other similar restrictions). The Capital Raising Fee will be calculated as: (i) 0.5% of the total issuance size for senior debt (including, but not limited to, debtor-in-possession) financing, (ii) 1.5% of the total issuance size for junior debt financing, and (iii) 3.0% of the issuance amount for equity financing. Fifty percent (50%) of all Capital Raising Fees paid to PJT Partners shall be credited against any Restructuring Fee (as defined below) payable under the terms of the Engagement Letter;

c. Restructuring Fee. The Debtors shall pay PJT a restructuring fee equal to the sum of (i) 0.25% of the principal amount of funded debt outstanding for which the Debtors or one or more of its subsidiaries or affiliates is the primary obligor or a guarantor thereof as of the Petition Date; and (ii) 0.50% of the capitalized value of the annualized cost savings with respect to capital leases obligations restructured, including the master lease with Uniti Group Inc., which shall be calculated by dividing the reduction in the amount of lease payments for the first 365-day period following emergence from Chapter 11 by ten percent (10%).7 Except as otherwise provided in the Engagement Letter, a Restructuring shall be deemed to have been consummated upon the consummation of a Chapter 11 plan or any other Restructuring pursuant to an order of the Bankruptcy Court or other applicable court.

6 The summary of the Fee Structure in this application is qualified in its entirety by reference to the provisions of the Engagement Letter. To the extent there is any discrepancy between the summary contained in this application and the terms set forth in the Engagement Letter, the terms of the Engagement Letter shall govern.

7 The capitalized value does not represent PJT Partners’ opinion on actual value of the master lease with Uniti.

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d. Expense Reimbursements.

• In addition to the fees described above, the Debtors agree to reimburse PJT for all reasonable out-of-pocket expenses incurred during this engagement, including, but not limited to, travel and lodging, direct identifiable data processing, document production, publishing services and communication charges, courier services, working meals, reasonable fees and expenses of PJT’s counsel and other necessary expenditures, payable upon rendition of invoices setting forth in reasonable detail the nature and amount of such expenses.

• Further, in connection with the reimbursement, contribution, and indemnification provisions set forth in the Engagement Letter and Attachment A to the Engagement Letter (the “Indemnification Agreement”), which is incorporated therein by reference, the Debtors agree to reimburse each Indemnified Party (as defined in the Indemnification Agreement) for its legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection with any matter in any way relating to or referred to in the Engagement Letter or arising out of the matters contemplated by the Engagement Letter (including, without limitation, in enforcing the Engagement Letter), subject to certain exceptions as set forth in the Indemnification Agreement.

17. The terms of the Engagement Letter (including the Indemnification Agreement)

were negotiated at arm’s-length and the Debtors respectfully submit that the indemnification,

contribution, and reimbursement provisions are reasonable and appropriate under the

circumstances.

18. Consistent with the practice in this jurisdiction, the Debtors request that this Court

approve the indemnification, contribution, and reimbursement provisions reflected in the

Engagement Letter, subject to the modifications reflected in the Order. The Debtors believe that

the indemnification provisions described in the Indemnification Agreement, as modified by the

Order, are appropriate under the circumstances, consistent with recent orders entered in this

jurisdiction, and should be approved.

19. To the best of the Debtors’ knowledge, information, and belief, no promises have

been received by PJT as to compensation in connection with these chapter 11 cases other than as

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outlined in the Engagement Letter, and PJT has no agreement with any other entity to share any

compensation received with any person other than the principals and employees of PJT.

20. PJT intends to apply for compensation for professional services rendered and

reimbursement of expenses incurred in connection with these chapter 11 cases, subject to this

Court’s approval and in compliance with applicable provisions of the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of this Court,

including any order granting this application (to the extent compliance is not waived).

21. PJT will maintain records in support of any actual, necessary costs and expenses incurred in connection with the rendering of its services in these chapter 11 cases. However, because: (a) it is not the general practice of investment banking firms such as PJT to keep detailed time records similar to those customarily kept by attorneys; (b) PJT does not ordinarily keep time records on a “project category” basis; and (c) PJT’s compensation is based on a fixed

Monthly Fee, the Restructuring Fee, and/or the Capital Raising Fee, as applicable, the Debtors respectfully request that PJT’s professionals only be required to maintain records (in summary format) of the services rendered for the Debtors, including summary descriptions of those services, the approximate time expended in providing those services (in one-half hour increments), and the identity of the professionals who provided those services. PJT will present such records to this Bankruptcy Court in its fee applications. Moreover, the Debtors respectfully request that PJT’s professionals not be required to keep time records on a “project category” basis, that its non-investment banking professionals and personnel in administrative departments

(including legal) not be required to maintain any time records, and that it not be required to provide or conform to any schedule of hourly rates. To the extent that PJT would otherwise be required to submit more detailed time records for its professionals by the Bankruptcy Code, the

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Bankruptcy Rules, the Local Rules, or other applicable procedures and orders of this Court, the

Debtors respectfully request that this Court waive or excuse compliance with such requirements

or guidelines.

22. The Debtors believe that the Fee Structure described above and in the

Engagement Letter is consistent with, and typical of, compensation arrangements entered into by

PJT and other comparable firms in connection with the rendering of similar services under

similar circumstances and is reasonable, market-based, and merited by PJT’s restructuring

expertise. After discussions and arm’s-length negotiations, the Debtors believe that the Fee

Structure is reasonable, market-based, and designed to compensate PJT fairly for its work and to

cover customary expenses.

23. PJT’s strategic and financial expertise, as well as its capital markets knowledge,

financing skills, and restructuring capabilities, which will be required by the Debtors during

these chapter 11 cases, were all important factors to the Debtors in determining the Fee

Structure. The Debtors believe that the ultimate benefit of PJT’s services hereunder cannot be

measured by reference to the number of hours to be expended by PJT’s professionals in the

performance of such services. The Debtors and PJT have agreed upon the Fee Structure in

anticipation that a substantial commitment of professional time and effort would be required of

PJT and its professionals in connection with these chapter 11 cases and in light of the fact that:

(a) such commitment may foreclose other opportunities for PJT and (b) the actual time and

commitment required of PJT and its professionals to perform its services under the

Engagement Letter may vary substantially from week-to-week and month-to-month, creating

“peak load” issues for PJT.

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No Duplication of Services

24. PJT’s services are intended to complement, and not duplicate, the services

rendered by any other professional retained by the Debtors in these chapter 11 cases. PJT has

informed the Debtors that it understands that the Debtors retained additional professionals during

the term of the engagement and will use its reasonable efforts to work cooperatively with such

professionals to integrate any respective work conducted by the professionals on behalf of the

Debtors.

PJT’s Disinterestedness

25. PJT has reviewed the list of parties-in-interest provided by the Debtors. To the

best of PJT’s knowledge, as of the date hereof, and except to the extent disclosed herein, in the

Leone Declaration or in the Flanagan Declaration, PJT: (i) is a “disinterested person” within the

meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the

Bankruptcy Code; (ii) does not hold or represent an interest adverse to the Debtors’ estates; and

(iii) has no connection to the Debtors, their creditors, or related parties.

26. Given the large number of parties-in-interest in these chapter 11 cases, and despite the efforts to identify and disclose PJT’s relationships with parties-in-interest in these chapter 11 cases, PJT is unable to state with certainty that every client relationship or other connection has been disclosed in the Leone Declaration or the Flanagan Declaration. PJT will make continued inquiries following the filing of the application, on a periodic basis, with additional disclosures to this Bankruptcy Court if necessary or otherwise appropriate.

27. According to the Debtors’ books and records, during the 90-day period before the

Petition Date, the Debtors paid PJT $878,571.43 for monthly fees earned and $560.00 for

expenses incurred. In addition, prior to the Petition Date, PJT received an advance in the amount

of $21,428.57. Given the timing of the filing, PJT may not yet have accounted for all expenses it

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incurred before the Petition Date. In the event PJT subsequently becomes aware of additional

prepetition expenses incurred on behalf of the Debtors, PJT will reduce its prepetition advance

by such amounts. To the extent that amounts paid by the Debtors to PJT prior to the Petition

Date exceed amounts incurred by PJT prepetition, such excess will be credited to amounts

incurred postpetition.

28. The Debtors are informed that PJT will not share any compensation to be paid by

the Debtors, in connection with services performed after the Petition Date, with any other person,

other than other principals and employees of PJT, to the extent required by section 504 of the

Bankruptcy Code.

29. To the extent that any new relevant facts or relationships bearing on the matters

described herein during the period of PJT’s retention are discovered or arise, PJT will use

reasonable efforts to file promptly a supplemental declaration, as required by

Bankruptcy Rule 2014(a).

Basis for Relief

30. The Debtors seek authority for the Debtors to employ and retain PJT as their

investment bankers under section 327 of the Bankruptcy Code, which provides that a debtor is

authorized to employ professional persons “that do not hold or represent an interest adverse to

the estate, and that are disinterested persons, to represent or assist the [Debtors] in carrying out

the [Debtors’] duties under this title.” 11 U.S.C. § 327(a). Section 1107(b) of the Bankruptcy

Code elaborates upon sections 101(14) and 327(a) of the Bankruptcy Code in cases under

chapter 11 of the Bankruptcy Code and provides that “a person is not disqualified for

employment under section 327 of [the Bankruptcy Code] by a debtor in possession solely

because of such person’s employment by or representation of the debtor before the

commencement of the case.” 11 U.S.C. § 1107(b). 13

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31. In addition, the Debtors seek approval of the Fee Structure and the

Engagement Letter (including the Indemnification Agreement) pursuant to section 328(a) of the

Bankruptcy Code, which provides, in relevant part, that the Debtors “with the court’s approval,

may employ or authorize the employment of a professional person under section 327 ... on any

reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis.” 11 U.S.C. § 328(a). Accordingly, section 328 of the Bankruptcy Code permits the compensation of professionals, including investment bankers, on flexible terms that reflect the nature of their services and market conditions. Thus, section 328 is a significant departure from prior bankruptcy practice relating to the compensation of professionals. Indeed, as the United States Court of Appeals for the Fifth

Circuit recognized in Donaldson Lufkin & Jenrette Sec. Corp. v. Nat’l Gypsum Co. (In re Nat’l

Gypsum Co.), 123 F.3d 861, 862 (5th Cir. 1997):

Prior to 1978 the most able professionals were often unwilling to work for bankruptcy estates where their compensation would be subject to the uncertainties of what a judge thought the work was worth after it had been done. That uncertainty continues under the present § 330 of the Bankruptcy Code, which provides that this Court award to professional consultants “reasonable compensation” based on relevant factors of time and comparable costs, etc. Under present § 328 the professional may avoid that uncertainty by obtaining court approval of compensation agreed to with the trustee (or debtor or committee) (internal citations omitted).

32. Furthermore, the Bankruptcy Abuse Prevention and Consumer Protection Act of

2005 amended section 328(a) of the Bankruptcy Code to read as follows:

The trustee, or a committee appointed under section 1102 of this title, with this Court’s approval, may employ or authorize the employment of a professional person under section 327 or 1103 of this title, as the case may be, on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. 14

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11 U.S.C. § 328(a). It is thus clear that debtors may retain a professional on a fixed or

percentage fee basis with court approval, such as the Fee Structure for PJT in the

Engagement Letter.

33. Similar fixed and contingency fee arrangements have been approved and

implemented by courts in other large chapter 11 cases. See, e.g., In re FullBeauty Brands

Holdings Corp., Case No. 19-22185 (RDD) (Bankr. S.D.N.Y. Feb. 7, 2019); In re Aegean

Marine Petroleum Network Inc., Case No. 18-13374 (MEW) (Bankr. S.D.N.Y. Nov. 6, 2018); In

re Nine West Holdings, Inc., Case No. 18-10947 (SCC) (Bankr. S.D.N.Y. Apr. 9, 2018); In re

Glob. A&T Elecs. Ltd., Case No. 17-23931 (RDD) (Bankr. S.D.N.Y. Dec. 19, 2017); In re 21st

Century Oncology Holdings, Inc., Case No. 17-22770 (RDD) (Bankr. S.D.N.Y. May 26, 2017).8

34. The Fee Structure in the Engagement Letter sets forth reasonable terms and conditions of employment and should be approved under section 328(a) of the Bankruptcy Code.

The Fee Structure adequately reflects: (a) the nature of the services provided by PJT and (b) fee structures and indemnification provisions typically utilized by PJT and other leading investment banking firms, which do not bill their time on an hourly basis and generally are compensated on a transactional basis. Furthermore, PJT did not vary its rate based on the location of these chapter 11 cases.

35. As set forth above, and notwithstanding approval of the Engagement Letter under section 328 of the Bankruptcy Code, PJT intends to apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with these chapter 11 cases, subject to this Court’s approval and in compliance with applicable provisions of the

8 Because of the voluminous nature of the orders cited herein, such orders are not attached to this Application. Copies of these orders are available upon request of the Debtors’ counsel.

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Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures

and orders of this Court, with certain limited modifications.

36. Specifically, the Debtors request that the requirements of Bankruptcy Rule 2016

and Local Rule 2016-1 be tailored to the nature of PJT’s engagement and its compensation

structure. PJT has requested, pursuant to section 328(a) of the Bankruptcy Code, payment of its

fees on a fixed-rate and contingency basis and the payment of the fees described in the

Engagement Letter, which, as set forth above, is customary in the investment banking industry.

Additionally, it is not the general practice of investment banking firms to keep detailed time

records similar to those customarily kept by attorneys. As discussed above, however, PJT’s

personnel in these chapter 11 cases kept summary time records in one-half hour increments

describing their daily activities and the identity of persons who performed such tasks. In

addition, apart from the time-recording practices described above, PJT’s personnel do not

maintain their time records on a “project category” basis. As such, the Debtors request

modification of the requirements under Local Rule 2016-1.

37. In addition, the indemnification provisions of the Engagement Letter are

reasonable and have been approved and implemented in other large chapter 11 cases by courts in

and outside of this jurisdiction. Accordingly, the relief requested in the application is in the best

interests of the Debtors’ estates, creditors, and all parties-in-interest in these chapter 11 cases.

38. The Debtors will regularly monitor the fees and expenses of PJT to ensure that

PJT’s professionals are assisting the Debtors in the most cost-effective and efficient manner.

The Debtors will employ similar procedures for reviewing professional invoices that they have employed prior to the commencement of these chapter 11 cases.

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39. Denial of the relief requested herein would deprive the Debtors of the assistance

of a uniquely qualified investment banking firm. Moreover, with approximately more than a

year of services having been provided to the Debtors, a denial of PJT’s employment would result

in an unjust disadvantage to the Debtors and all parties-in-interest because of PJT’s understanding of the Debtors’ businesses, including their operations, assets, capital structure, contractual arrangements, cash flows and liquidity. PJT’s decision to advise and assist the

Debtors in connection with these chapter 11 cases was subject to its ability to be retained in accordance with the terms of the Engagement Letter pursuant to section 328(a) of the

Bankruptcy Code. Indeed, if the Debtors were forced to engage a new investment banker who lacked a thorough understanding of the Debtors’ businesses, such change would mandate the commitment of significant and costly resources to educate a replacement.

40. Based on the foregoing, the Debtors submit that they have satisfied the requirements of the Bankruptcy Code, Bankruptcy Rules, and the Local Rules to support entry of an order authorizing the Debtors to retain and employ PJT in these chapter 11 cases on the terms described herein and in the Engagement Letter.

Nunc Pro Tunc Relief Is Appropriate

41. Pursuant to the Debtors’ request, PJT has served as the investment banker since before the Petition Date with assurances that the Debtors would seek approval of PJT’s retention and employment effective nunc pro tunc to the Petition Date, so that PJT may be compensated for its pre-application services in these chapter 11 cases. The Debtors believe that no party in interest will be prejudiced by the granting of the nunc pro tunc employment, as provided herein, because PJT provided valuable services to the Debtors’ estates since the Petition Date. Based on the foregoing, the Debtors submit that they have satisfied the requirements of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. Accordingly, the Debtors 17

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respectfully request entry of the Order pursuant to section 327(a) and 328 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rules 2014-1, 2016-1, and

9013-1(a) approving this application to retain and employ PJT as the investment bankers in these chapter 11 cases, effective nunc pro tunc to the Petition Date.

Motion Practice

42. This application includes citations to the applicable rules and statutory authorities

upon which the relief requested herein is predicated and a discussion of their application to this

application. Accordingly, the Debtors submit that this application satisfies Local

Rule 9013-1(a).

Notice

43. The Debtors will provide notice of this application to (a) the entities on the Master

Service List (as defined in the Case Management Order and available on the Debtors’ case

website at www.kccllc.net/windstream) and (b) any person or entity with a particularized interest

in the subject matter of this application. The Debtors respectfully submit that no other or further

notice is necessary.

No Prior Request

44. No prior request for the relief sought in this application has been made to this or

any other court.

[Remainder of page intentionally left blank.]

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WHEREFORE, the Debtors respectfully request that this Court enter the proposed Order

granting the relief requested herein and such other relief as this Court deems appropriate under

the circumstances.

Dated: March 26, 2019 /s/ Kristi M. Moody White Plains, New York Kristi M. Moody Windstream Holdings, Inc. Executive Vice President, General Counsel, and Corporate Secretary

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Exhibit A

Proposed Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) WINDSTREAM HOLDINGS, INC., et al.,1 ) Case No. 19-22312 (RDD) ) Debtors. ) (Jointly Administered) )

ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF PJT PARTNERS LP AS INVESTMENT BANKERS NUNC PRO TUNC TO THE PETITION DATE AND (II) GRANTING RELATED RELIEF

Upon the application (the “Application”)2 of the above-captioned debtors (collectively,

the “Debtors”) for entry of an order (this “Order”) (a) authorizing the retention and employment

of PJT Partners LP (“PJT”) as investment bankers nunc pro tunc to the Petition Date,

(b) modifying certain time-keeping requirements under Bankruptcy Rule 2016(a) and Local Rule

2016-1, and (c) granting related relief, all as more fully set forth in the Application; and upon

the Leone Declaration and the Flanagan Declaration submitted in support of the Application; and

upon the First Day Declaration; and this Court being satisfied that PJT has the capability and

experience to provide the services described in the Application and that PJT does not hold an

interest adverse to the Debtors or the estates; and this Court having jurisdiction over this matter

pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the

United States District Court for the Southern District of New York, dated February 1, 2012; and

2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Application.

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that this Court may enter a final order consistent with Article III of the United States

Constitution; and this Court having found that venue of this proceeding and the Application in

this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and this Court having found that

this is a core proceeding pursuant to 28 U.S.C. § 157(b); and this Court having found that the

Debtors’ notice of the Application and opportunity for a hearing on the Application were

appropriate under the circumstances and no other notice need be provided; and this Court having

reviewed the Application and having heard the statements in support of the relief requested

therein at a hearing, if any, before this Court (the “Hearing”); and this Court having determined

that the legal and factual bases set forth in the Application and at the Hearing establish just cause

for the relief granted herein; and upon all of the proceedings had before this Court; and after due

deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT:

1. The Application is approved as set forth herein.

2. The Debtors are authorized to retain and employ PJT, pursuant to sections 327(a) and 328 of the Bankruptcy Code, as investment bankers to the Debtors in these chapter 11 cases effective nunc pro tunc to the Petition Date, on the terms and conditions set forth in the

Application and the Engagement Letter.

3. PJT shall file interim and final fee applications for allowance of its compensation

and expenses in accordance with the procedures set forth in sections 330 and 331 of the

Bankruptcy Code, and applicable provisions of the Bankruptcy Rules, the Local Bankruptcy

Rules, and the Amended Order Establishing Procedures for Monthly Compensation and

Reimbursement of Expenses of Professionals, dated December 21, 2010; provided, however, that

the requirements of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rule 2016-1 are

hereby modified such that PJT’s restructuring professionals shall only be required to maintain

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summary records in half-hour increments describing each professional’s tasks on a daily basis in

support of each fee application, including reasonably detailed descriptions of those services and

the individuals who provided those services, and will present such records to this Court;

provided, further, that PJT’s professionals shall not be required to keep time records on a project

category basis or provide or conform to any schedule of hourly rates.

4. Except to the extent set forth herein, the Engagement Letter (together with all

annexes thereto), including without limitation the Fee Structure, are approved pursuant to

sections 327(a) and 328(a) of the Bankruptcy Code, and the Debtors are authorized and directed

to perform the Debtors’ payment, reimbursement, contribution, and indemnification obligations

and their non-monetary obligations in accordance with the terms and conditions, and at the times

specified, in the Engagement Letter. Subject to Paragraph 8 of this Order, all compensation and

reimbursement of expenses payable under the Engagement Letter shall be subject to review only

pursuant to the standards set forth in section 328(a) of the Bankruptcy Code, and shall not be

subject to any other standard of review including, but not limited to, that set forth in section 330

of the Bankruptcy Code.

5. The Debtors are authorized to pay PJT’s fees and to reimburse PJT for its

reasonable costs and expenses as provided in the Engagement Letter, and in particular, all of

PJT’s fees and expenses in these chapter 11 cases, including the Monthly Fee, Restructuring Fee,

and Capital Raising Fees, are hereby approved pursuant to section 328(a) of the Bankruptcy

Code. For the avoidance of doubt, PJT shall be paid (a) each Capital Raising Fee as to which

PJT may be entitled under the Engagement Letter as soon as such financing is approved by order

of this Court (or, if such approval occurred prior to entry of this Order, immediately following

entry of this Order) and with respect to amounts available to the Debtors; and (b) the

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Restructuring Fee upon consummation of a Restructuring, in each case subject to subsequent

Court approval of any such Capital Raising Fee or Restructuring Fee pursuant to PJT’s interim

and/or final fee application, as applicable.

6. Notwithstanding anything to the contrary in the Engagement Letter, any

Restructuring Fee payable to PJT under the Engagement Letter shall only be payable upon

consummation of the Restructuring (as defined in the Engagement Letter).

7. None of the fees payable to PJT shall constitute a “bonus” or fee enhancement

under applicable law.

8. PJT shall be compensated in accordance with the terms of the Engagement Letter

and in particular, all of PJT’s fees and expenses in these chapter 11 cases are hereby approved

pursuant to section 328(a) of the Bankruptcy Code. Notwithstanding anything to the contrary in

this Order, the fees and expenses payable to PJT pursuant to the Engagement Letter shall be

subject to review only pursuant to the standards set forth in section 328(a) of the Bankruptcy

Code and shall not be subject to the standard of review set forth in section 330 of the Bankruptcy

Code, except by the Office of the United States Trustee for the Southern District of New York

(the “U.S. Trustee”). This Order and the record relating to this Court’s consideration of the

Application shall not prejudice or otherwise affect the rights of the U.S. Trustee to challenge the

reasonableness of PJT’s compensation and expense reimbursements under sections 330 and 331

of the Bankruptcy Code. Accordingly, nothing in this Order or the record shall constitute a

finding of fact or conclusion of law binding on the U.S. Trustee, on appeal or otherwise, with

respect to the reasonableness of PJT’s compensation.

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9. The indemnification, contribution, and reimbursement provisions set forth in the

Indemnification Agreement are approved, subject, during the pendency of the chapter 11 cases, to the following:

a. Subject to the provisions of subparagraphs (b) and (c), infra, the Debtors are authorized to indemnify, and to provide contribution and reimbursement to, and shall indemnify, and provide contribution and reimbursement to, any Indemnified Party (as defined in the Indemnification Agreement) in accordance with the Indemnification Agreement for any claim arising from, related to, or in connection with the services provided for in the Engagement Letter;

b. Notwithstanding subparagraph (a) above or any provisions of the Indemnification Agreement to the contrary, the Debtors shall have no obligation to indemnify PJT or provide contribution or reimbursement to PJT (i) for any claim or expense that is judicially determined (the determination having become final and no longer subject to appeal) to have arisen from PJT’s bad faith, self-dealing, breach of fiduciary duty (if any), willful misconduct, or gross negligence; (ii) for a contractual dispute in which the Debtors allege the breach of PJT’s contractual obligations if this Court determines that indemnification, contribution, or reimbursement would not be permissible pursuant to In re United Artists Theatre Company, 315 F.3d 217 (3d Cir. 2003); or (iii) for any claim or expense that is settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii) above, but determined by this Court, after notice and a hearing pursuant to subparagraph (c), infra, to be a claim or expense for which PJT should not receive indemnity, contribution or reimbursement under the terms of the Indemnification Agreement, as modified by this Order; and

c. If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in these chapter 11 cases (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing these chapter 11 cases, PJT believes that it is entitled to the payment of any amounts by the Debtors on account of the Debtors’ indemnification, contribution, and/or reimbursement obligations under the Indemnification Agreement, as modified by this Order, including without limitation the advancement of defense costs, PJT must file an application therefor in this Court, and the Debtors may not pay any such amounts to PJT before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time during which this Court shall have jurisdiction over any request by PJT for indemnification, contribution, and/or reimbursement and is not a provision limiting the duration of the Debtors’ obligation to indemnify.

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10. The Indemnification Agreement is modified by deleting the following clause from

the second paragraph: “provided, however, that, to the extent permitted by applicable law, the

Indemnified Parties shall not be responsible for amounts which in the aggregate are in excess of the amount of all fees actually received by PJT Partners from the [Debtors] in connection with the Engagement.”

11. PJT is authorized to apply any prepetition advance or retainer to satisfy any unbilled or other remaining prepetition fees and expenses PJT becomes aware of during its ordinary course billing review and reconciliation. Any remaining retainer held by PJT shall be held by PJT as security throughout these chapter 11 cases until PJT’s fees and expenses are fully paid.

12. Notwithstanding anything to the contrary in the Application and/or

Engagement Letter, PJT shall have whatever duties, fiduciary or otherwise, that are imposed upon it by applicable law.

13. Notwithstanding anything in the Application or the Engagement Letter to the contrary, PJT shall (a) to the extent that PJT used services of independent contractors, subcontractors or employees of foreign affiliates or subsidiaries (collectively, the “Contractors”)

in these cases, PJT shall pass-through the cost of such Contractors to the Debtors at the same rate that PJT pays the Contractors; and (b) seek reimbursement for actual costs only. The Debtors shall ensure that any such Contractors are subject to the same conflict checks as required for PJT and that they shall file with this Court such disclosures required by Bankruptcy Rule 2014.

14. In the event of any inconsistency between the Engagement Letter, the Application and this Order, this Order shall govern.

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15. Notice of the Application as provided therein shall be deemed good and sufficient

notice of such Application and the requirements of Bankruptcy Rule 6004(h) and the Local Rules

are satisfied by such notice.

16. Notwithstanding anything to the contrary, the terms and conditions of this Order

are immediately effective and enforceable upon its entry.

17. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Application.

18. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

Dated: ______, 2019 White Plains, New York THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE

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Exhibit 1

Engagement Letter

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Schedule III

Subsidiaries

Windstream Services LLC Windstream Holdings of the Midwest, Inc. Windstream Finance Corp. Allworx Corp. ARC Networks, Inc. A.R.C. Networks, Inc. ATX Communications, Inc. ATX Licensing, Inc. ATX Telecommunications Services of Virginia, LLC Birmingham Data Link, LLC BOB, LLC Boston Retail Partners LLC BridgeCom Holdings, Inc. BridgeCom International, Inc. BridgeCom Solutions Group, Inc. Broadview Networks, Inc. Broadview Networks of Massachusetts, Inc. Broadview Networks of Virginia, Inc. Broadview NP Acquisition Corp. Buffalo Valley Management Services, Inc. Business Telecom of Virginia, Inc. Business Telecom, LLC BV-BC Acquisition Corporation Cavalier IP TV, LLC Cavalier Services, LLC Cavalier Telephone Mid-Atlantic, L.L.C. Cavalier Telephone, L.L.C. CCL Historical, Inc. Choice One Communications of Connecticut Inc. Choice One Communications of Maine Inc. Choice One Communications of Massachusetts Inc. Choice One Communications of New York Inc. Choice One Communications of Ohio Inc. Choice One Communications of Pennsylvania Inc. Choice One Communications of Rhode Island Inc. Choice One Communications Resale L.L.C. Choice One Communications of Vermont Inc. Choice One of New Hampshire, Inc. Cinergy Communications Company of Virginia, LLC Conestoga Enterprises, Inc. Conestoga Management Services, Inc. Conestoga Wireless Company Connecticut Broadband, LLC Connecticut Telephone & Communication Systems, Inc. Conversent Communications Long Distance, LLC Conversent Communications of Connecticut, LLC Conversent Communications of Maine, LLC Conversent Communications of Massachusetts, Inc. Conversent Communications of New Hampshire, LLC Conversent Communications of New Jersey, LLC Conversent Communications of New York, LLC Conversent Communications of Pennsylvania, LLC Conversent Communications of Rhode Island, LLC Conversent Communications of Vermont, LLC Conversent Communications Resale L.L.C. CoreComm-ATX, Inc.

page 15

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CoreComm Communications, LLC CTC Communications Corp. CTC Communications of Virginia, Inc. D&E Communications, LLC D&E Management Services, Inc. D&E Networks, Inc. D&E Wireless, Inc. Deltacom, LLC Earthlink Business Holdings, LLC Earthlink Business, LLC Earthlink Carrier, LLC Earthlink Holdings LLC Earthlink Services, LLC Earthlink Shared Services, LLC Earthlink, LLC. Equity Leasing, Inc. Eureka Broadband Corporation Eureka Holdings, LLC Eureka Networks, LLC Eureka Telecom, Inc. Eureka Telecom of VA, Inc. Georgia Windstream, LLC Heart of the Lakes Cable Systems, Inc. Infocore, Inc. Info-Highway International, Inc. InfoHighway Communications Corporation InfoHighway of Virginia, Inc. Intellifiber Networks, LLC Iowa Telecom Data Services, L.C. Iowa Telecom Technologies, LLC IWA Services, LLC KDL Holdings, LLC LDMI Telecommunications, LLC Lightship Telecom, LLC McLeodUSA Information Services LLC McLeodUSA Purchasing, LLC McLeodUSA Telecommunications Services, L.L.C. MPX, Inc. Nashville Data Link, LLC Network Telephone, LLC Norlight Telecommunications of Virginia, LLC Oklahoma Windstream, LLC Open Support Systems, LLC PaeTec Communications of Virginia, LLC PaeTec Communications, LLC PAETEC Holding, LLC PAETEC iTEL, L.L.C. PAETEC Realty LLC PAETEC, LLC PCS Licenses, Inc. Progress Place Realty Holding Company, LLC RevChain Solutions, LLC SM Holdings, LLC Southwest Enhanced Network Services, LLC Talk America of Virginia, LLC Talk America, LLC. Teleview, LLC Texas Windstream, LLC The Other Phone Company, LLC TriNet, LLC TruCom Corporation US LEC Communications LLC

page 16

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US LEC of Alabama LLC US LEC of Florida LLC US LEC of Georgia LLC US LEC of Maryland LLC US LEC of North Carolina LLC US LEC of Pennsylvania LLC US LEC of South Carolina LLC US LEC of Tennessee LLC US LEC of Virginia LLC US Xchange Inc. US Xchange of Illinois, L.L.C. US Xchange of Indiana, L.L.C. US Xchange of Michigan, L.L.C. US Xchange of Wisconsin, L.L.C. Valor Telecommunications of Texas, LLC WaveTel NC License Corporation WIN Sales & Leasing, Inc. Win Tower Exchange, LLC Windstream Accucomm Networks, LLC Windstream Accucomm Telecommunications, LLC Windstream Alabama, LLC Windstream Arkansas, LLC Windstream Buffalo Valley, Inc. Windstream BV Holdings, Inc. Windstream Cavalier, LLC Windstream Communications Kerrville, LLC Windstream Communications Telecom, LLC Windstream Communications, LLC Windstream Concord Telephone, LLC Windstream Conestoga, Inc. Windstream CTC Internet Services, Inc. Windstream D&E Systems, LLC Windstream D&E, Inc. Windstream Direct, LLC Windstream EN-TEL, LLC Windstream Florida, LLC Windstream Georgia Communications, LLC Windstream Georgia Telephone, LLC Windstream Georgia, LLC Windstream Iowa Communications, LLC Windstream Iowa-Comm, LLC Windstream IT-Comm, LLC Windstream KDL, LLC Windstream KDL-VA, LLC Windstream Kentucky East, LLC Windstream Kentucky West, LLC Windstream Kerrville Long Distance, LLC Windstream Lakedale Link, Inc. Windstream Lakedale, Inc. Windstream Leasing, LLC Windstream Lexcom Communications, LLC Windstream Lexcom Entertainment, LLC Windstream Lexcom Long Distance, LLC Windstream Lexcom Wireless, LLC Windstream Mississippi, LLC Windstream Missouri, LLC Windstream Montezuma, LLC Windstream Nebraska, Inc. Windstream Network Services of the Midwest, Inc. Windstream New York, Inc. Windstream Norlight, LLC Windstream North Carolina, LLC

page 17

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Windstream NorthStar, LLC Windstream NTI, LLC Windstream NuVox Arkansas, LLC Windstream NuVox Illinois, LLC Windstream NuVox Indiana, LLC Windstream NuVox Kansas, LLC Windstream NuVox Missouri, LLC Windstream NuVox Ohio, LLC Windstream NuVox Oklahoma, LLC Windstream NuVox, LLC Windstream of the Midwest, Inc. Windstream Ohio, LLC Windstream Oklahoma, LLC Windstream Pennsylvania, LLC Windstream SHAL Networks, Inc. Windstream SHAL, LLC Windstream South Carolina, LLC Windstream Southwest Long Distance, LLC Windstream Standard, LLC Windstream Sugar Land, LLC Windstream Supply, LLC Windstream Systems of the Midwest, Inc. Windstream Western Reserve, LLC Xeta Technologies, Inc.

page 18

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Exhibit B

Leone Declaration

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

) In re: ) Chapter 11 ) WINDSTREAM HOLDINGS, INC., et al.,1 ) Case No. 19-22312 (RDD) ) Debtors. ) (Jointly Administered) )

DECLARATION OF NICHOLAS LEONE IN SUPPORT OF THE DEBTORS’ APPLICATION FOR ENTRY OF AN ORDER (I) AUTHORIZING THE RETENTION AND EMPLOYMENT OF PJT PARTNERS LP AS INVESTMENT BANKERS NUNC PRO TUNC TO THE PETITION DATE AND (II) GRANTING RELATED RELIEF

I, Nicholas Leone, hereby declare:

1. I am a Partner in the Restructuring and Special Situations Group at PJT Partners

LP (“PJT”) and one of the lead restructuring advisors involved in these chapter 11 cases of

Windstream Holdings, Inc. and certain debtor affiliates, as debtors (collectively, the

“Debtors”). PJT are the proposed investment bankers to the Debtors (and, together with the

non-Debtor entities, the “Company”). I submit this declaration (this “Declaration”) on behalf

of PJT in support of the Debtors’ Application for Entry of an Order (I) Authorizing the

Retention and Employment of PJT Partners LP as Investment Bankers Nunc Pro Tunc to the

Petition Date and (II) Granting Related Relief (the “Application”).2

2 Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Application.

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2. Unless otherwise indicated, all facts set forth in this Declaration are based on my

personal knowledge, my discussions with the Debtors’ senior management, the Debtors’

advisors, other members of the PJT team, or other interested parties, my review of relevant

documents, or my opinion based upon my experience, knowledge, and information concerning

the Debtors’ operations and financial affairs. If I were called to testify, I would testify

competently to the facts set forth below.

Qualifications

3. PJT’s Restructuring and Special Situations Group is one of the leading advisors to

companies and creditors in restructurings and bankruptcies. PJT was spun off from The

Blackstone Group L.P. (“Blackstone”) effective October 1, 2015.3 Upon the consummation of

the spinoff, Blackstone’s Restructuring and Reorganization advisory group became a part of PJT, and Blackstone’s restructuring professionals became employees of PJT. The former Blackstone

restructuring professionals, in their capacity as PJT employees, have been conducting business

and providing their clients with the same high-quality restructuring services that Blackstone had

itself provided since the formation of its restructuring advisory practice twenty-eight (28) years

ago. PJT professionals have extensive experience working with financially troubled companies

in complex financial restructurings. Since 1991, PJT professionals have advised on more than

550 distressed situations, both in and out of court, involving more than $1.9 trillion of total liabilities.

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4. The partners and members of PJT’s Restructuring and Special Situations Group have assisted and advised in numerous chapter 11 cases. In particular, the partners and members of PJT’s Restructuring and Special Situations Group have provided services to debtors, creditors’ committees, and other constituencies in numerous chapter 11 cases, including, among others:

AbitibiBowater Inc.; Adelphia Communications Corporation; Allen Systems Group, Inc.; Ambac

Financial Group, Inc.; Apex Silver Mines Ltd.; Arch Coal, Inc.; Ascent Resources Marcellus

Holdings, LLC; The Bon-Ton Stores, Inc.; Caesars Entertainment Operating Corporation;

Cengage Learning, Inc.; Chaparral Energy LLC; CHC Group Ltd.; Cumulus Media Inc.; Delta

Air Lines, Inc.; Dixie Electric, LLC; Dynegy Inc.; Eastman Kodak Company; Edison Mission

Energy; Energy Future Holdings Corporation; Energy XXI Ltd.; Endeavor International

Corporation; Energy & Exploration Partners, Inc.; Enron Corporation; Excel Maritime Carriers,

Ltd.; EXCO Resources, Inc.; FirstEnergy Solutions Corp.; Flag Telecom Holdings Limited;

Flying J. Inc.; Genco Shipping & Trading Limited; General Motors Corporation; Global

Crossing Ltd.; Halcon Resources Corporation; Hawker Beechcraft, Inc.; Hercules Offshore, Inc.;

Homer City Generation, L.P.; Hostess Brands, Inc.; Houghton Mifflin Harcourt Publishing

Company; Lee Enterprises Inc.; Legend Parent Inc.; LightSquared Inc.; Los Angeles Dodgers

LLC; LyondellBasell Industries; Magnetation LLC; Magnum Hunter Resources Corporation;

Merisant Worldwide, Inc.; Mirant Corp.; New Gulf Resources, LLC; NewPage Corporation;

NTK Holdings, Inc.; Paragon Offshore; Patriot Coal Corporation; Penn Virginia Corporation;

PES Holdings, LLC; Quicksilver Resources, Inc.; Relativity Fashion, LLC; Samson Resources

Corporation; SemGroup; TerreStar Networks Inc.; Triangle USA Petroleum Corporation;

Tribune Company; Ultra Petroleum Corp.; Venoco Inc.; VER Technologies Holdco LLC;

Verso Corporation; Walter Energy, Inc.; Westinghouse Electric Company LLC;

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W.R. Grace & Co.; and Winn-Dixie Stores, Inc. In addition, the restructuring group has

provided general restructuring advice to such major companies as Clearwire Corporation, Ford

Motor Company, The Goodyear Tire & Rubber Company and Xerox Corporation.

5. The Debtors initially engaged PJT on or around March 8, 2018. PJT’s role was

thereafter broadened, pursuant to the Engagement Letter, dated as of February 25, 2019, attached

as Exhibit 1 to the Order, to include, among other services, assisting the Debtors’ efforts to

analyze, structure, negotiate, and effect a potential restructuring. PJT has engaged in extensive

due diligence of the Debtors’ businesses, including their operations, assets, capital structure,

contractual arrangements, and and cash flows and liquidity.

6. As a result of the work performed by PJT on behalf of the Debtors, PJT acquired

significant knowledge of the Debtors’ financial affairs, business operations, capital structure,

assets, key stakeholders, financing documents and other related material information. Likewise,

in providing prepetition services to the Debtors, PJT’s professionals worked closely with the

Debtors’ management, Board of Directors and other advisors. Accordingly, as a result of PJT’s

representation of the Debtors prior to and during these chapter 11 cases and PJT’s extensive

experience representing chapter 11 debtors, PJT is well qualified to provide these services and to

represent the Debtors during these chapter 11 cases.

Services Provided by PJT

7. Subject to further order of this Court, and consistent with the terms of the

Engagement Letter, PJT’s conducted services in these chapter 11 cases, to the extent necessary,

appropriate, feasible, and as may have been requested by the Debtors, including the following:4

4 The summary of the Engagement Letter in this Declaration is qualified in its entirety by reference to the provisions of the Engagement Letter. To the extent there is any discrepancy between the summary contained in this Declaration and the terms set forth in the Engagement Letter, the terms of the Engagement Letter shall

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