Case 1:17-cv-07857-JMF Document 83-2 Filed 12/07/17 Page 1 of 14

EXHIBIT B
 Case 1:17-cv-07857-JMF Document 83-2 Filed 12/07/17 Page 2 of 14

AURELIUS CAPITAL MASTER, LTD.

c/o SS&C FUND SERVICES (CAYMAN) LTD.
45 MARKET STREET
GARDENIA COURT, CAMANA BAY
GRAND CAYMANKYl-9003
CAYMAN ISLANDS

December 7, 201 7

VIA HAND DELIVERY

Windstream Services, LLC

c/o CT Corporation System
111 Eighth A venue
New York, New York 10011
Attention: John Fletcher

Re: Notice of Acceleration for Windstream Services, LLC's 6 3/8%

Senior Notes due 2023, co-issued by Windstream Finance
Corp. (the "Notes")

Ladies and Gentlemen:

Reference is made to the indenture dated January 23, 2013 between Windstream
Corporation (predecessor to Windstream Services, LLC) and U.S. Bank National Association, as
Trustee, as amended (the "Jndenture"). Aurelius Capital Master, Ltd. ("Aurelius"), a Cayman
Islands exempted company, is the beneficial holder of more than 50% of the aggregate principal
amount of the Notes outstanding and more than 25% of the Notes, inclusive of the notes
purportedly issued by the Company pursuant to certain exchange offers consummated on
November 6, 2017, whose issuance Aurelius maintains is null and void. Initially capitalized
terms used herein without definition have the meaning ascribed to them in the Indenture.

Section 12.14() of the Indenture empowers the Holder to appoint an agent to take
any action the Holder would otherwise be entitled to take under the Indenture with regard to any
part of the principal amount of the Notes held by such Holder. As memorialized in the letters
attached as Exhibits A and B hereto, Cede & Co., as Holder of the Notes beneficially owned by
Aurelius, has appointed Goldman Sachs & Co. as its agent to exercise the Holder's rights in
respect of the Notes beneficially owned by Aurelius through Goldman Sachs & Co. In turn,
Goldman Sachs & Co. has appointed Aurelius as its agent to exercise those same rights. In the
exercise of this authority, Aurelius hereby gives notice of the acceleration of the Notes issued
under the Indenture.

In a letter dated September 21, 2017, Aurelius provided to you notice (the "Notice of
Default") that certain Defaults have occurred and are continuing under the Indenture (the
"Noticed Defaults").
 Case 1:17-cv-07857-JMF Document 83-2 Filed 12/07/17 Page 3 of 14

Pursuant to Section 6.0l(a)(v) of the Indenture, "failure by the Company or any of its
Restricted Subsidiaries for 60 days after written notice by the Trustee or Holders representing
25% or more of the aggregate principal amount of Notes then outstanding to comply with any of
the other agreements in this Indenture" constitutes an Event of Default with respect to the Notes.
Pursuant to an order dated October 25, 2017, the United States District Court for the Southern
District of New York extended the 60 days provided in Section 6.01 (a)(v) of the Indenture for an
additional 16 days. The period of Section 6.0l(a)(v) as extended has now expired, and the
Company has failed to cure the Noticed Defaults. As a result, an Event of Default has now
occurred.

Pursuant to Section 6.02(a) of the Indenture, by this written notice to the Company,
Aurelius hereby declares all the Notes to be due and payable immediately.

This notice is given without prejudice to any claims, rights or remedies Aurelius may
have under any other terms of the Indenture, in law, in equity, or otherwise, as against any
person or entity. Aurelius hereby reserves all of its rights and remedies under the Indenture.
Any actions, omissions or forbearance by Aurelius in the exercise of any such rights and
remedies shall not constitute a waiver of such rights or any other rights.

Very truly yours,

AURELIUS CAPITAL MASTER, LTD.

Dennis Prieto, Authorized Person

On DeG(w\P, f , 2017 before me personally appeared ::De, ; 5 f-?en'e_-{v

personally known to me or proved to me on the basis of satisfactory evidence to be heindividual whose
name is subscribed to the within instrument and acknowledged to me that she/he executed the same in
her/his capacity(ies), and that by her/his signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.

[Notary Public Stamp]

cc: Guarantors:
J~ J
~ Q ' ) j V\h
~ \vvid0 LARA LYNN TROVATO
Notary Publlc, State of New York
Reg.No.01TR6363664
Qualified In New York County
Allworx Corp.
Commission Expires 8/28/2021
Arc Networks, Inc.
ATX Communications, Inc.
ATX Telecommunications Services of Virginia, LLC
Case 1:17-cv-07857-JMF Document 83-2 Filed 12/07/17 Page 4 of 14

Bob, LLC
Boston Retail Partners, LLC
BridgeCom Holdings, Inc.
BridgeCom Solutions Group, Inc.
Broadview Networks of Massachusetts, Inc.
Broadview Networks of Virginia, Inc.
Buffalo Valley Management Services, Inc.
Business Telecom of Virginia, Inc.
BV-BC Acquisition Corporation
Cavalier IP TV, LLC
Cavalier Services, LLC
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 Ohio Inc.
Choice One Communications of Rhode Island Inc.
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.
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 Rhode Island, LLC
Conversent Communications of Vermont, LLC
Corecomm Communications, LLC
Corecomm-A TX, Inc.
CTC Communications of Virginia, Inc.
D&E Communications, LLC
D&E Management Services, Inc.
D&E Networks, Inc.
EarthLink Business Holdings, LLC
EarthLink Holdings, LLC
EarthLink Services, LLC
EarthLink Shared Services, LLC
EarthLink, LLC
Equity Leasing, Inc.
Eureka Broadband Corporation
Eureka Holdings, LLC
Case 1:17-cv-07857-JMF Document 83-2 Filed 12/07/17 Page 5 of 14

Eureka Networks, LLC

Eureka Telecom of Va, Inc.
Heart of The Lakes Cable Systems, Inc.
InfoHighway Communications Corporation
Info-Highway International, Inc.
InfoHighway of Virginia, Inc.
Iowa Telecom Data Services, L.L.C.
Iowa Telecom Technologies, LLC
IWA Services, LLC
KDL Holdings, LLC
McLeodUSA Information Services LLC
McLeodUSA Purchasing, L.L.C.
MPX, Inc.
Norlight Telecommunications of Virginia, LLC
Oklahoma Windstream, LLC
Open Support Systems LLC
PAETEC Communications of Virginia, LLC
PAETEC Holding, LLC
PAETEC ITEL, L.L.C.
P AETEC Realty LLC
PAETEC,LLC
PCS Licenses, Inc.
Progress Place Realty Holding Company, LLC
RevChain Solutions, LLC
SM Holdings, LLC
Talk America of Virginia, LLC
TeleView, LLC
Texas Windstream, LLC
US LEC of Alabama LLC
US LEC of Florida LLC
US LEC of South Carolina LLC
US LEC of Tennessee LLC
US LEC of Virginia L.L.C.
US Xchange of Illinois, L.L.C.
US Xchange of Michigan, L.L.C.
US Xchange of Wisconsin, L.L.C.
US Xchange, Inc.
Valor Telecommunications of Texas, LLC
WIN Sales & Leasing, Inc.
Windstream Alabama, LLC
Windstream Arkansas, LLC
Windstream BV Holdings, Inc.
Windstream Cavalier, LLC
Windstream Communications Kerrville, LLC
Windstream Communications Telecom, LLC
Windstream CTC Internet Services, Inc.
Case 1:17-cv-07857-JMF Document 83-2 Filed 12/07/17 Page 6 of 14

Windstream Direct, LLC

Windstream EN-TEL, LLC
Windstream Holding of The Midwest, Inc.
Windstream Iowa Communications, LLC
Windstream Iowa-Comm, LLC
Windstream KDL-VA, LLC
Windstream Kerrville Long Distance, LLC
Windstream Lakedale Link, Inc.
Windstream Lakedale, Inc.
Windstream Leasing, LLC
Windstream Lexcom Entertainment, LLC
Windstream Lexcom Long Distance, LLC
Windstream Lexcom Wireless, LLC
Windstream Montezuma, LLC
Windstream Network Services of The Midwest, Inc.
Windstream NorthStar, LLC
Windstream NuVox Arkansas, LLC
Windstream NuVox Illinois, LLC
Windstream Nu Vox Indiana, LLC
Windstream Nu Vox Kansas, LLC
Windstream NuVox Oklahoma, LLC
Windstream Oklahoma, LLC
Windstream SHAL Networks, Inc.
Windstream SHAL, LLC
Windstream South Carolina, LLC
Windstream Sugar Land, LLC
Windstream Supply, LLC
Xeta Technologies, Inc.
Windstream Services, LLC
c/o CT Corporation System
111 Eighth A venue
New York, New York 10011
Attention: John Fletcher

U.S. Bank National Association,

as Indenture Trustee of Windstream Services, LLC's 6 3/8% Senior Notes due 2023
Two Midtown Plaza
1349 West Peachtree Street, Suite I 050
Atlanta, Georgia 30309
Facsimile: (404) 898-8844

Arthur H. Aufses, Esq.

Kramer Levin Naftalis & Frankel LLP
1177 A venue of the Americas
New York, New York 10036
Case 1:17-cv-07857-JMF Document 83-2 Filed 12/07/17 Page 7 of 14

Email: aaufses@kramerlevin.com
Counsel to Aurelius Capital Master, Ltd.
Case 1:17-cv-07857-JMF Document 83-2 Filed 12/07/17 Page 8 of 14

Exhibit A
 Case 1:17-cv-07857-JMF Document 83-2 Filed 12/07/17 Page 9 of 14

CEDE&CO.
c/o The Depository Trust Company
SS Water Street
New York, NY 10041

November 15, 2017

Cede & Co., as nominee of The Depository Trust Company ("OTC"), is the holder of
record, as of November 14, 2017. of the following notes issued by Windstream Services, LLC
(ns successor to Windstream Corporation) (the "Issuer'') pursuant to an Indenture dated as of
January 23, 2013 among the Issuer, the Guarantors (as defined therein), and U.S. BankNaUonal
Association, as Trustee (as supplemented from tlme to time, the "Indenture"):

$299,459,000 in aggregate principal amount of the Global Notes

due August l, 2023, bearing interest at 6 3/8%, CUSIP
No.9738 lWAZ7.
The notes listed above are referred to herein as the ''Notes."

OTC is informed by its pnrtlcipant, Goldman, Sachs & Co. (the "Participant''), that the
Notes, which are reglster~d in the name of Cede & Co. and were credited to the Participant's
DTC account ns of November 14, 2017, are held by the Participant, as custodian, for the account
of Aurelius Capital Master, Ltd. (11Aurelius"),

At the request of the Participant, on behalf of Aurelius, Cede & Co., as the nominee of
DTC and us holder of record of the Notes, hereby authorizes the Particjpant, as Cede & Co. 's
duly appointed agent. to take the following actions on or after November 15, 2017:

With respect to the Notes which were held for the account of
Aurelius as of November 14, 2017, to exercise any and all rights
and remedies, other than any action or any exercise of any right or
remedy as against The Depository Trust Company or its affiliates
or its nominee Cede & Co., that Cede & Co., as the holder of
record of the Notes, is entitled to take under the tenns of the Notes,
the Indenture, the related supplemental indentures, the Note
Ouarantces (as dcfioc4 in the Indenture), and any other documents
controlling tho Notes, or under appJicabte law or in equity
(including, without Hmltetlon, giving notice of default, electing to
accelerate, giving notice of acceleration, demanding payment,
bringing suit, and filing one or more proofs of claim), whether
against the Issuer, the Guarantors, or any other person or entity, or
otherwJse, without prejudice to the rights of the Trustee.

DTC is informed by its Participant that authorization is contemplated by the documents

controlling the Notes, Including the Indenture, which provides in relevant part (SccUon 12.14):

3282800.2
 Case 1:17-cv-07857-JMF Document 83-2 Filed 12/07/17 Page 10 of 14

"(a) Any request, demand, authorization, direction, notice,

consent, waiver or other action provided by this In:denture to be
given or taken by the Holders may be embodied lo and evidenced
by one or more instruments of substantJally similar tenor signed by
such Holders in person or by agenis duly appointed In writing; ...

(t) Without llimitlng "the foregoing, a Holder entitled

hereunder to take1any action hereuoder with regard to any
particular Note may do so itself with regard to all! or any part of the
principal amount of such Note or by one or more duly appointed
agents.each of which may do 'SO pursuam to such appointment with
regard to all or any pan of such principal amount.'' (Emphasis
added.)

While Cede & Co. ls fua:nishlng this nuthorlzntlon as th~ holder of record of the Notes, It
does so solely at the request of ~he Participant:and only ns a nominal party for Aurelius, which
we understand to be the true party J1,1 lnteres1. Cede & Co. has no Jntercst Jn this matter other
than to take those steps which sire necessary to ensure that Aur:<11ius is not denied Its rights nnd
remedies as the holder of the ac:count in Which beneficial ownc,rshlp of the Notes is held, and
Cede & Co. assumes no further responsibility In this matter. '

Very truly yours,

On I f / fS: , 2017 before me personally appeared 'J:q,w__ f'('c.14 ro

personally known to me or proved to me on the bnsls of satisfactory evidence to be the individual
wh~se name-is subscri"bed, to the witJ:iln inslnlment and acknowledged to me that the she/he
executed the same in her/his capacity(les), and that by her/his signature on the instrument, the
indlvfduat(s), or the person upen behalf.of which the_indivldual(s) acted, executed the
instrument
{Notary Public S111mpl

Notary Public

2
3282800.2
Case 1:17-cv-07857-JMF Document 83-2 Filed 12/07/17 Page 11 of 14

Exhibit B
 Case 1:17-cv-07857-JMF Document 83-2 Filed 12/07/17 Page 12 of 14

. ~Ol<lman
Goldman Sachs & Co. LLC S3CJ1S
200 West Street
New York, New York 10282

November 16, 2017

Aurelius Capital Master, Ltd.

c/o Aurelius Capital Management, LP
535 Madison Avenue, 22nd Floor
New York, NY 10022

Re: Certain notes ( as listed below) issued by Windstream Services, LLC

Ladies and Gentlemen:

Goldman, Sachs & Co. ("Goldman Sachs") is a participant of The Depository Trust
Company ("OTC"). As of November 14, 2017, Goldman Sachs, as custodian, holds the
following notes issued by Windstream Services, LLC (as successor to Windstream Corporation)
(the "Issuer") pursuant to an Indenture dated as of January 23, 2013 among the Issuer, the
Guarantors (as defined therein), and U.S. Bank National Association, as Trustee (as
supplemented from time to time, the "Indenture"):

$299,459,000 in aggregate principal amount of the Global Notes

due August 1, 2023, bearing interest at 6 3/8%, CUSIP No.
97381WAZ7.

The notes listed above, which are held for the account of Aurelius Capital Master, Ltd.
("Aurelius"), are referred to herein as the "Notes." As of November 14, 2017, the Notes were
registered in the name of Cede & Co., which is the nominee of OTC, and have been credited to
Goldman Sachs' pa1ticipant account at OTC.

Cede & Co., in a letter dated November 15, 2017, authorized Goldman Sachs, as Cede &
Co. 's duly appointed agent, to take the following actions (collectively, "Actions") on or after
November 15, 2017:

"With respect to the Notes which were held for the account of
Aurelius as of November 14, 2017, to exercise any and all rights
and remedies that Cede & Co., as the holder of record of the
Notes, is entitled to take under the terms of the Notes, the
Indenture, the related supplemental indentures, the Note
Guarantees (as defined in the Indenture), and any other
documents controlling the Notes, or under applicable law or in

3283071.2
 Case 1:17-cv-07857-JMF Document 83-2 Filed 12/07/17 Page 13 of 14

equity (including, without limitation, giving notice of default,

electing to accelerate, giving notice of acceleration, demanding
payment, bringing suit, and filing one or more proofs of claim),
whether against the Issuer, the Guarantors, or any other person
or entity, or otherwise, without prejudice to the rights of the
Trustee."

Having received such authorization from Cede & Co., Goldman Sachs, in tum, hereby
authorizes Aurelius, as Goldman Sachs' duly appointed agent, to take any Actions, in each case
on or after November 15, 2017.

We are informed by Aurelius that this authorization is contemplated by the documents

controlling the Notes, including the Indenture, which provides in relevant part (Section 12.14):

"(a) Any request, demand, authorization, direction, notice,

consent, waiver or other action provided by this Indenture to be
given or taken by the Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by
such Holders in person or by agents duly appointed in writing; ....

(f) Without limiting the foregoing, a Holder entitled

hereunder to take any action hereunder with regard to any
particular Note may do so itself with regard to all or any part of the
principal amount of such Note or by one or more duly appointed
agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount." (Emphasis
added.)

While Goldman Sachs is furnishing this authorization as a participant authorized by Cede

& Co., the holder of record of the Notes, it does so solely at the request of Aurelius and only as a
nominal party for Aurelius, which we understand is the true party in interest. Goldman Sachs
has no interest in this matter other than to take those steps which are necessary to allow Aurelius
to take actions and exercise its rights and remedies as the account holder on our books of the
Notes, and Goldman Sachs assumes no further responsibility in this matter.

[SIGNATURES ON FOLLOWING PAGE]

2
3283071.2
 Case 1:17-cv-07857-JMF Document 83-2 Filed 12/07/17 Page 14 of 14

Very truly yours,

STATE OF NEW YORK )

) ss.:
COUNTY OF NEW YORK )

/l/o~~ I~
On , 2017 before me personally appeared
& ~ Vo,19.i; 0- personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that the she/he executed the same in her/his capacity(ies), and that by
her/his signature on the instrument, the individual(s), or the person upon behalf of which the
';vidual(s) acted, executed the instrument.
[Notary Public Stamp]

ONYX S. WEWNGTON
\1ry Public, State of New York
,,1

No. 01WE5041624
~iualified In Bronx County
.,,i11rnfsslon Expires Aprll 10, 2019

u.rhx,~ t u '"',
AitJ l( tJ..lc ~ .

3
3283071.2