IV. The Parties

A. New Edge Holding Company

New Edge Holding is a privately held Delaware Corporation, and the parent of New Edge Networks, Inc. New Edge Holding will merge with and into New Edge Merger Corporation, a subsidiary of EarthLink, Inc. upon the consummation of the proposed transaction, with New Edge Holding as the surviving corporation.

B. New Edge Networks, Inc.

New Edge is a national provider of secure multi-site managed data networks and dedicated Internet access. It has one of the nation's largest network footprints, with more than 850 carrier-class switches and Internet routers. As part of this network, New Edge has collocated multi-service switches in more than 580 incumbent local exchange carrier (ILEC) central offices, and in many independent "carrier hotels," throughout the United States.

New Edge was authorized to provide interLATA and intraLATA telecommunications service in California as a facilities-based carrier in August 1999 and was authorized as a competitive local exchange carrier to offer resold local exchange services within the territories of PacBell, GTEC, Roseville Telco and Citizens Telco in December 1999 (D.99-12-048). New Edge does not serve residential customers in California, and has 94 collocated facilities in the state.

C. New Edge Merger Corporation

MergerCo is a wholly-owned subsidiary of EarthLink, created to effectuate the proposed transaction. MergerCo will be merged with New Edge Holding upon the consummation of the proposed transaction, with New Edge Holding as the surviving corporation.

D. EarthLink, Inc.

EarthLink is a publicly traded Delaware corporation. EarthLink's principal office is 1375 Peachtree Street, Level A, Atlanta, GA 30309. A copy of its certificate of good standing to do business in California is attached as Exhibit 1 to the application. EarthLink's organizational documents are attached as Exhibit 2 to the application. It is primarily an Internet service provider, providing nationwide Internet access and related value-added services to individual and small business customers. EarthLink does not own telecommunications network facilities and does not hold an authorization to provide telecommunications services in California or any other state.