LAWLER, METZGER, MLKMAN &KEENEY, LLC

RUTHMILKMAN PHONE (202) 777-7726

2001 K STREET, NW

SUITE 802

WASHINGTON, D.C. 20006

PHONE (202) 777-7700

FACSIMILE (202) 777-7763

August 25,2005

BY ELECTRONIC FILING

Marlene H. Dortch, Secretary Federal Coinmunications Commission 445 Twelfth Street, S.W. Washington, D.C. 20554

Re: Verizon Communications Inc. and MC& Inc. Applications for Approval of Transfer of Control - WC Docket No. 05-75 Request for Access to Confidential Material

Dear Ms. Dortch:

Pursuant to the Protective Order and Second Protective Order adopted in the above- referenced proceeding,’ MCI, Inc. (“MCI”) submits the attached copies of the Acknowledgments of Confidentiality (Appendix B to each of the Protective Orders) signed by A. Richard Metzger, Jr., Ruth Milkman, Richard D. Mallen, and Ruth E. Holder of Lawler, Metzger, Milkman & Keeney, LLC, outside counsel to MCI, and Michael Kende of Analysys Consulting Limited, outside consultant to MCI.

MCI seeks access to confidential versions of documents filed by Broadwing Communications, LLC and SAVVIS, Inc. (“Broadwing/SAVVIS”) in the above-referenced proceeding. As stated in the attached certificate of service, a copy of this letter and the signed Acknowledgements of Confidentiality have been served on Harris, Wiltshire & Grannis, LLP, counsel for Broadwing/SAVVIS, via hand delivery.

In accordance with the terms of the Protective Order, the Second Protective Order, and the Commission’s rules, this letter is being provided to you for inclusion in the public record of the above-referenced proceeding.

Ruth Milkman Attachments

cc: Attached Service List

Verizon Communications Inc. and MC& Inc. Applications for Approval of Transfer of Control, WC Docket No. 05-75, Protective Order, 20 FCC Rcd 5232 (DA 05-647) (2005) and Second Protective Order, 20 FCC Rcd 10420 (DA 05-1538) (2005).

I

CERTIFICATE OF SERVICE

I, Ruth E. Holder, do hereby certify that on this 25th day of August, 2005, I caused a true and correct copy of the foregoing letter and Acknowledgments of Confidentiality to be served by hand delivery to :

Bruce Gottlieb Harris, Wiltshire & Grannis, LLP Counsel for I3 ro adwing/S AVVI S 1200 18th Street, NW Washington, DC 20036

Additionally, copies have been mailed by electronic mail to:

Best Copy and Printing, Inc. fcc@bcpiw eb .corn

Gail Cohen, Competition Policy Division, Wireline Competition Bureau, FCC Gail. Cohen@fcc. gov

Mary Shultz, Wireless Telecommunications Bureau, FCC Mary.Shultz@fcc.gov

Erin McGrath, Wireless Telecommunic at ions Bureau, FC C Erin.McGrath@fcc. gov

Kathleen Collins, Policy Division, International Bureau, FCC Kathleen.Collins@fcc.gov

Jim Bird, Office of General Counsel, FCC Jim.Bird@fcc. gov

Gary Remondino, Competition Policy Division, Wireline Competition Bureau, FCC Gary.Remondino@fcc. gov

Bill Dever, Competition Policy Division Wireline Competition Bureau, FCC William.Dever@fcc. gov

Jeff Tobias, Wireless Telecommunications Bureau, FCC Jeff.Tobias@fcc.gov

David Krech, Policy Division, International Bureau, FCC David.Krech@fcc. gov

JoAnn Lucanik, International Bureau, FCC JoAnn.Lucanik@fcc.gov

Jonathan Levy, Office of Strategic Planning and Policy Analysis, FCC Jonathan.Levy@fcc. gov

Federal Communications Commission DA 05-1538

APPENDIX B

Acknowledgment of Confidentiality

WC Docket NO. 05-75

I hereby acknowledge that I have received and read a copy of the foregoing Second Protective Order in the above-captioned proceeding, and I understand it. I agree that I am bound by the Second Protective Order and that I shall not disclose or use Stamped Highly Confidential Documents or Highly Confidential Information except as allowed by the Protective Order. I acknowledge that a violation of the Second Protective Order is a violation of an order of the Federal Communications Commission.

Without limiting the foregoing, to the extent that I have any employment, affiliation or role with any person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or public interest organization), I acknowledge specifically that my access to any information obtained as a result of the Second Protective Order is due solely to my capacity as Outside Counsel of Record or consultant to a party or other person described in paragraph 4 of the foregoing Second Protective Order and that I will not use such information in any other capacity nor will I disclose such information except as specifically provided in the Second Protective Order.

I acknowledge that it is my obligation to ensure that: (1) Stamped Highly Confidential Documents and Highly Confidential Information are used only as provided in the Protective Order; and (2) Stamped Highly Confidential Documents are not duplicated except as specifically permitted by the terms of paragraph 9 of the Protective Order, and I certify that I have verified that there are in place procedures, at my firm or office, to prevent unauthorized disclosure of Stamped Highly Confidential Documents or Highly Confidential Information.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Order or Protective Order.

Executed at Washington, DC this 25th day of August, 2005.

Ruth Milkman Partner Lawler, Metzger, Milkman & Keeney, LLC 2001 K Street W, Suite 802 Washington, DC 20006 (202) 777-7700

8

Federal Comm~nications Commission DA 05-647

APPENDIX B

Acknowledgment of Confidentiality

WC Docket No. 05-75

I hereby acknowledge that I have received and read a copy of the foregoing Protective Order in the above-captioned proceeding, and I understand it. 1 agree that I am bound by the Protective Order and that I shall not disclose or use Stamped Confidential Documents or Confidential Information except as allowed by the Protective Order. I acknowledge that a violation of the Protective Order is a violation of an order of the Federal Communications Commission.

Without limiting the foregoing, to the extent that I have any employment, affiliation or role with any person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or public interest organization), I acknowledge specifically that my access to any information obtained as a result of the Protective Order is due solely to my capacity as Counsel or consultant to a party or other person described in paragraph 4 of the foregoing Protective Order and that I will not use such information in any other capacity nor will I disclose such information except as specifically provided in the Protective Order.

I hereby certify that I am not involved in “competitive decision-making” as that term is used in the definition of In-House Counsel in paragraph 1 of the Protective Order.

I acknowledge that it is my obligation to ensure that: (1) Stamped Confidential Documents and Confidential Information are used only as provided in the Protective Order; and (2) Stamped Confidential Documents are not duplicated except as specifically permitted by the terms of paragraph 9 of the Protective Order, and I certify that I have verified that there are in place procedures, at my firm or office, to prevent unauthorized disclosure of Stamped Confidential Documents or Confidential Information.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Order or Protective Order.

Executed at Washington, DC this 25th day of August, 2005.

Ruth Milkman Partner Lawler, Metzger, Milkman & Keeney, LLC 2001 K Street NW, Suite 802 Washington, DC 20006 (202) 777-7700

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Peder a1 Communications Commission DA 05-1538

APPENDIX B

Acknowledgment of Confidentiality

WC Docket No. 05-75

I hereby acknowledge that I have received and read a copy of the foregoing Second Protective Order in the above-captioned proceeding, and I understand it. I agree that I am bound by the Second Protective Order and that I shall not disclose or use Stamped Highly Confidential Documents or Highly Confidential Information except as allowed by the Protective Order. I acknowledge that a violation of the Second Protective Order is a violation of an order of the Federal Communications Commission.

Without limiting the foregoing, to the extent that I have any employment, affiliation or role with any person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or public interest organization), I acknowledge specifically that my access to any information obtained as a result of the Second Protective Order is due solely to my capacity as Outside Counsel of Record or consultant to a party or other person described in paragraph 4 of the foregoing Second Protective Order and that I will not use such information in any other capacity nor will I disclose such information except as specifically provided in the Second Protective Order.

I acknowledge that it is my obligation to ensure that: (1) Stamped Highly Confidential Documents and Highly Confidential Information are used only as provided in the Protective Order; and (2) Stamped Highly Confidential Documents are not duplicated except as specifically permitted by the terms of paragraph 9 of the Protective Order, and I certify that I have verified that there are in place procedures, at my firm or office, to prevent unauthorized disclosure of Stamped Highly Confidential Documents or Highly Confidential Information.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Order or Protective Order.

Executed at Washington, DC this 25th day of August, 2005.

Partner Lawler, Metzger, Milkman & Keeney, LLC 2001 K Street NW, Suite 802 Washington, DC 20006 (202) 777-7700

8

Federal Communications Commission DA 05-647

APPENDIX B

Acknowledgment of Confidentiality

WC Docket No. 05-75

I hereby acknowledge that I have received and read a copy of the foregoing Protective Order in the above-captioned proceeding, and I understand it. I agree that I am bound by the Protective Order and that I shall not disclose or use Stamped Confidential Documents or Confidential Information except as allowed by the Protective Order. I acknowledge that a violation of the Protective Order is a violation of an order of the Federal Coinrnunications Coinmission.

Without limiting the foregoing, to the extent that I have any employment, affiliation or role with any person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or public interest organization), I acknowledge specifically that my access to any infomation obtained as a result of the Protective Order is due solely to my capacity as Counsel or consultant to a party or other person described in paragraph 4 of the foregoing Protective Order and that I will not use such information in any other capacity nor will I disclose such information except as specifically provided in the Protective Order.

I hereby certify that I am not involved in “competitive decision-making” as that term is used in the definition of In-House Counsel in paragraph 1 of the Protective Order.

I acknowledge that it is my obligation to ensure that: (1) Stamped Confidential Documents and Confidential Information are used only as provided in the Protective Order; and (2) Stamped Confidential Documents are not duplicated except as specifically permitted by the terms of paragraph 9 of the Protective Order, and I certify that I have verified that there are in place procedures, at my firm or office, to prevent unauthorized disclosure of Stamped Confidential Documents or Confidential ~ f o ~ a t i o n .

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Order or Protective Order.

Executed at Washington, DC this 25th day of August, 2005.

A. kichard Metzger, Jr. Partner Lawler, Metzger, Milkman & Keeney, LLC 2001 K Street NW, Suite 802 Washington, DC 20006 (202) 777-7700

7

Federal Communications Commission DA 05-1538

APPENDIX B

Acknowledgment of Con~dentia~ity

WC Docket No. 05-75

I hereby acknowledge that I have received and read a copy of the foregoing Second Protective Order in the above-captioned proceeding, and I understand it. I agree that I am bound by the Second Protective Order and that I shall not disclose or use Stamped Highly Confidential Documents or Highly Confidential Information except as allowed by the Protective Order. I acknowledge that a violation of the Second Protective Order is a violation of an order of the Federal Communications Commission.

Without limiting the foregoing, to the extent that I have any employment, affiliation or role with any person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or public interest organization), I acknowledge specifically that my access to any information obtained as a result of the Second Protective Order is due solely to my capacity as Outside Counsel of Record or consultant to a party or other person described in paragraph 4 of the foregoing Second Protective Order and that I will not use such information in any other capacity nor will I disclose such information except as specifically provided in the Second Protective Order.

I acknowledge that it is my obligation to ensure that: (1) Stamped Highly Confidential Documents and Highly Confidential Information are used only as provided in the Protective Order; and (2) Stamped Highly Confidential Documents are not duplicated except as specifically permitted by the terms of paragraph 9 of the Protective Order, and I certify that I have verified that there are in place procedures, at my firm or office, to prevent unauthorized disclosure of Stamped Highly Confidential Documents or Highly Confidential Information.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Order or Protective Order.

Executed at Washington, DC this 25th day of August, 2005.

A. Renke Callahan Associate Lawler, Metzger, Milkman & Keeney, LLC 2001 K Street NW, Suite 802 Washington, DC 20006 (202) 777-7700

8

Federal Communi~ations Commission DA 05-647

APPENDIX B

Acknowledgment of Confidentiality

WC Docket No. 05-75

I hereby acknowledge that I have received and read a copy of the foregoing Protective Order in the above-captioned proceeding, and I understand it. I agree that I am bound by the Protective Order and that I shall not disclose or use Stamped Confidential Documents or Confidential Information except as allowed by the Protective Order. I acknowledge that a violation of the Protective Order is a violation of an order of the Federal Communications Commission.

Without limiting the foregoing, to the extent that I have any employment, affiliation or role with any person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or public interest organization), I acknowledge specifically that my access to any information obtained as a result of the Protective Order is due solely to my capacity as Counsel or consultant to a party or other person described in paragraph 4 of the foregoing Protective Order and that I will not use such information in any other capacity nor will I disclose such infomation except as specifically provided in the Protective Order.

I hereby certify that I am not involved in “competitive decision-making” as that term is used in the definition of In-House Counsel in paragraph 1 of the Protective Order.

I acknowledge that it is my obligation to ensure that: (1) Stamped Confidential Documents and Confidential Information are used only as provided in the Protective Order; and (2) Stamped Confidential Documents are not duplicated except as specifically permitted by the terms of paragraph 9 of the Protective Order, and I certify that I have verified that there are in place procedures, at my firm or office, to prevent unauthorized disclosure of Stamped Confidential Documents or Confidential Information.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Order or Protective Order.

Executed at Washington, DC this 25th day of August, 2005.

A. Renke Callahan Associate Lawler, Metzger, M i l h a n & Keeney, LLC 2001 K Street NW, Suite 802 Washington, DC 20006 (202) 777-7700

7

Federal Communications Commission DA 05-1538

APPENDIX B

Acknowledgment of Confidentiality

WC Docket No. 05-75

I hereby acknowledge that I have received and read a copy of the foregoing Second Protective Order in the above-captioned proceeding, and I understand it. I agree that I am bound by the Second Protective Order and that I shall not disclose or use Stamped Highly Confidential Documents or Highly Confidential Information except as allowed by the Protective Order. I acknowledge that a violation of the Second Protective Order is a violation of an order of the Federal Communications Commission.

Without limiting the foregoing, to the extent that I have any employment, affiliation or role with any person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or public interest organization), I acknowledge specifically that my access to any information obtained as a result of the Second Protective Order is due solely to my capacity as Outside Counsel of Record or consultant to a party or other person described in paragraph 4 of the foregoing Second Protective Order and that I will not use such infomation in any other capacity nor will I disclose such information except as specifically provided in the Second Protective Order.

I acknowledge that it is my obligation to ensure that: (1) Stamped Highly Confidential Documents and Highly Confidential Information are used only as provided in the Protective Order; and (2) Stamped Highly Confidential Documents are not duplicated except as specifically permitted by the terms of paragraph 9 of the Protective Order, and I certify that I have verified that there are in place procedures, at my firm or office, to prevent unauthorized disclosure of Stamped Highly Confidential Documents or Highly Confidential Information.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Order or Protective Order.

Executed at Washington, DC this 25th day of August, 2005.

Richard D. Mallen Associate Lawler, Metzger, Milkman & Keeney, LLC 2001 IS Street NW, Suite 802 Washington, DC 20006 (202) 777-7700

8

Federal Communications Commission DA 05-647

APPENDIX B

Acknowledgment of Confidentiality

WC Docket No. 05-75

I hereby acknowledge that I have received and read a copy of the foregoing Protective Order in the above-captioned proceeding, and I understand it. I agree that I am bound by the Protective Order and that I shall not disclose or use Stamped Confidential Documents or Confidential Information except as allowed by the Protective Order. I acknowledge that a violation of the Protective Order is a violation of an order of the Federal Communications Commission.

Without limiting the foregoing, to the extent that I have any employment, affiliation or role with any person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or public interest organization), I acknowledge specifically that my access to any information obtained as a result of the Protective Order is due solely to my capacity as Counsel or consultant to a party or other person described in paragraph 4 of the foregoing Protective Order and that I will not use such information in any other capacity nor will I disclose such information except as specifically provided in the Protective Order.

I hereby certify that I am not involved in “competitive decision-making” as that term is used in the definition of In-House Counsel in paragraph 1 of the Protective Order.

I acknowledge that it is my obligation to ensure that: (1) Stamped Confidential Documents and Confidential Information are used only as provided in the Protective Order; and (2) Stamped Confidential Documents are not duplicated except as specifically permitted by the terms of paragraph 9 of the Protective Order, and I certify that I have verified that there are in place procedures, at my firm or office, to prevent unauthorized disclosure of Stamped Confidential Documents or Confidential Infomation.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Order or Protective Order.

Executed at Washington, DC this 25th day of August, 2005.

Richard D. Mallen Associate Lawler, Metzger, Milkman & Keeney, LLC 2001 K Street NW, Suite 802 Washington, DC 20006 (202) 777-7700

7

Federal Communications Commission DA 05-1538

APPENDIX B

Acknowledgment of Confidentiality

WC Docket No. 05-75

I hereby aclcnowledge that I have received and read a copy of the foregoing Second Protective Order in the above-captioned proceeding, and I understand it. I agree that I am bound by the Second Protective Order and that I shall not disclose or use Stamped Highly Confidential Documents or Highly Confidential Information except as allowed by the Protective Order. I acknowledge that a violation of the Second Protective Order is a violation of an order of the Federal Communications Commission.

Without limiting the foregoing, to the extent that I have any employment, affiliation or role with any person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or public interest organization), I acknowledge specifically that my access to any information obtained as a result of the Second Protective Order is due solely to my capacity as Outside Counsel of Record or consultant to a party or other person described in paragraph 4 of the foregoing Second Protective Order and that I will not use such information in any other capacity nor will I disclose such information except as specifically provided in the Second Protective Order.

I acknowledge that it is my obligation to ensure that: (1) Stamped Highly Confidential Documents and Highly Confidential Information are used only as provided in the Protective Order; and (2) Stamped Highly Confidential Documents are not duplicated except as specifically permitted by the terrns of paragraph 9 of the Protective Order, and I certify that I have verified that there are in place procedures, at my firm or office, to prevent unauthorized disclosure of Stamped Highly Confidential Documents or Highly Confidential Information.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Order or Protective Order.

Executed at Washington, DC this 25th day of August, 2005.

Legal Specialist Lawler, Metzger, Milkman & Keeney, LLC 2001 IS Street NW, Suite 802 Washington, DC 20006 (202) 777-7700

8

Federal Communications Commission DA 05-647

APPENDIX B

Acknowledgment of Confidentiality

WC Docket No. 05-75

I hereby acknowledge that I have received and read a copy of the foregoing Protective Order in the above-captioned proceeding, and I understand it. I agree that I an1 bound by the Protective Order and that I shall not disclose or use Stamped Confidential Documents or Confidential Information except as allowed by the Protective Order. I acknowledge that a violation of the Protective Order is a violation of an order of the Federal Communications Commission.

Without limiting the foregoing, to the extent that I have any employment, affiliation or role with any person or entity other than a conventional private law firm (such as, but not limited to, a lobbying or public interest organization), I acknowledge specifically that my access to any information obtained as a result of the Protective Order is due solely to my capacity as Counsel or consultant to a party or other person described in paragraph 4 of the foregoing Protective Order and that I will not use such information in any other capacity nor will I disclose such infomation except as specifically provided in the Protective Order.

I hereby certify that I am not involved in “competitive decision-making” as that term is used in the definition of In-House Counsel in paragraph 1 of the Protective Order.

I acknowledge that it is my obligation to ensure that: (1) Stamped Confidential Documents and Confidential Information are used only as provided in the Protective Order; and (2) Stamped Confidential Documents are not duplicated except as specifically permitted by the terms of paragraph 9 of the Protective Order, and I certify that I have verified that there are in place procedures, at my firm or office, to prevent unauthorized disclosure of Stamped Confidential Documents or Confidential Infomation.

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Order or Protective Order.

Executed at Washington, DC this 25th day of August, 2005.

Ruth E. Holder Legal Specialist Lawler, Metzger, Milkman & Keeney, LLC 2001 K Street NW, Suite 802 Washington, DC 20006 (202) 777-7700

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FROM : RNRLYSYS LTD WQSH1NGTOI.I DC FRX NO. : 2823313883 4328 Rug. 25 2885 82:44PM P3

1 hcreby acknowledge thrtt I havc received and read a copy of the foregoing Second Protective Order in the above-captioned proceed~ng, and I understand it. I aprec that I am botrnd by the Second ProEcthe Order and rhat I shall not disclose or use Shmpcd Highly Cunfidcnti8l Documents or Highly Confidential Infomwtim except as allowed by the Ptrttectivc! Order. i acknowledge that 8 ~z,.iolat~vn of the Second Ptotectivc Order IS a violation o f nn order of the Fedcrat Coii-rniunicaticw Commission.

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FROM : QNRLYSYS LTD ~ J ~ S H I N ~ T ~ t ~ DC FRX NO. : 2823313883 3328 Rug. 25 2C3135 82:43PM F2

Ackfiowledgment af Confidentiality

U’c‘ Docket No, 0575

I hereby xckrruwledge that T have receivccl ntid rcad a copy of the foregoing Protective &der ~n t l~c above-capticstled proccscding, and I tindentand i t 1 agree that I am bound by the Protectwe Order and that 1 shall not disclose: or iise Stamped Confidcntinl 3wuments or Conftdenlial In f omdon except as allowed by tlic Protective Order, T acknowledge that a violation of the Pmtectikc C)rder is a victlntion of an order of t i x b ederal Commtitiicatrons Coinnii~sion.

T hereby certify that I ani nut involved in "competitive decision-making'' ns that tcrm is rlsed i n tf-ic definition of In-House Counsel in paragraph 1 o f thc Protective Order+

Executed at Washington, DC this 25th day of+\ugust. 2005.

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