3. Description of the Transaction

RAC and FCI entered into an Agreement and Plan of Merger (Agreement) on September 13, 2008 whereby (1) FCI will merge into and with Merger Sub I with FCI surviving and (2) FCI will merge into and with Merger II with Merger Sub II surviving. As a result, FCL, Globalcom, and Xtension will be wholly-owned subsidiaries to RAC, which then intends to change its name to "First Communications, Inc." Applicants therefore request authority for the transfer of control of FCL, Globalcom, and Xtension to RAC.

Upon consummation of the proposed transaction, FCL, Globalcom, and Xtension will continue to offer service with no change in the name of the companies, or their rates or terms and conditions of service following the consummation of the proposed transaction. Therefore, the transfer of control of FCL, Globalcom, and Xtension will be seemless and virtually transparent to consumers in the State. If in the future any changes are proposed to the existing rates of FCL, Globalcom, or Xtension, the Applicants will seek approval in accordance with the Commission's requirements applicable to such changes.