Case 1:17-cv-07857-JMF Document 86 Filed 12/12/17 Page 1 of 3

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

U.S. BANK NATIONAL ASSOCIATION,

solely in its capacity as indenture trustee of Case No.: 17-CV-7857 (JMF)
Windstream Services, LLCs 6 3/8% Senior
Notes due 2023,

Plaintiff and Hon. Jesse M. Furman

Counterclaim-
Defendant,

- against - ORAL ARGUMENT REQUESTED

WINDSTREAM SERVICES, LLC,

Defendant,
Counterclaim-
Plaintiff and
Counterclaim-
Defendant,
- against -

AURELIUS CAPITAL MASTER, LTD.

Counterclaim-
Defendant and
Counterclaim
Plaintiff.

DECLARATION OF AARON H. MARKS IN SUPPORT OF WINDSTREAM

SERVICES, LLCS MOTION TO DISMISS AURELIUS CAPITAL MASTER, LTD.S
COUNTERCLAIMS

I, Aaron H. Marks, pursuant to 28 U.S.C. 1746, hereby declare as follows:

1. I am a partner of the law firm of Kirkland & Ellis LLP, located at 601 Lexington

Avenue, New York, New York 10022. I am counsel for Defendant, Counterclaim-Plaintiff and

Counterclaim-Defendant Windstream Services, LLC (Services). I submit this declaration in

support of Services Motion to Dismiss Aurelius Capital Master, Ltd.s Counterclaims, to place

before the Court true and correct copies of relevant documents.

 Case 1:17-cv-07857-JMF Document 86 Filed 12/12/17 Page 2 of 3

2. A true and correct copy of the January 23, 2013 indenture, by and among,

Windstream Corporation1 and US Bank National Association as Trustee, is attached hereto as

Exhibit 1.

3. A true and correct copy of Services October 31, 2017 Second Supplement to

Offering Memorandum is attached hereto as Exhibit 2.

4. A true and correct copy of an October 31, 2017 Form 8-K that Services filed with

the SEC is attached hereto as Exhibit 3.

5. A true and correct copy of a November 3, 2017 press release published by Services

is attached hereto as Exhibit 4.

6. A true and correct copy of the November 6, 2017 third supplemental indenture, by

and among, Services and US Bank National Association as Trustee, is attached hereto as

Exhibit 5.

7. A true and correct copy of a November 13, 2017 Form 8-K that Services filed with

the SEC is attached hereto as Exhibit 6.

8. A true and correct copy of a December 6, 2017 letter from Aurelius Capital Master,

Ltd. to Services is attached hereto as Exhibit 7.

9. A true and correct copy of a December 7, 2017 letter from Aurelius Capital Master,

Ltd. to Services is attached hereto as Exhibit 8.

1
Services was formed in 2004, and previously operated as a corporation called Windstream
Corporation.

2
 Case 1:17-cv-07857-JMF Document 86 Filed 12/12/17 Page 3 of 3

Dated: December 12, 2017

New York, New York
/s/ Aaron H. Marks
AARON H. MARKS

KIRKLAND & ELLIS LLP

601 Lexington Avenue

New York, New York 10022
Telephone: (212) 446-4800
Facsimile: (212) 446-4900
Email: aaron.marks@kirkland.com

Counsel to Defendant, Counterclaim-Plaintiff and

Counterclaim-Defendant Windstream Services, LLC