Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Jeffery R. Gardner, Anthony W. Thomas, and John P. Fletcher, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of Windstream Corporation (the “Company”) and as such manager, chairman or director, as applicable, of any of the guarantors of the Company’s 7.785% Senior Notes due 2017 set forth on Schedule I hereto (the “Guarantors”) to a Registration Statement or Registration Statements on Form S-4 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments and supplements relating thereto, including post-effective amendments, to be filed by the Company or any Guarantor with the Securities and Exchange Commission (the “Commission”), and any other instrument, contract, document or writing necessary or appropriate in connection therewith, in connection with the registration under the Securities Act of 1933, as amended, of the $400,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.785% Senior Notes due 2017 issued on October 8, 2009 and the $700,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.875% Senior Notes due 2017 issued on December 30, 2009 and to attest the seal of the Company thereon and to file the same, with all exhibits thereto and other supporting documents, including this power of attorney, with said Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys in fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this power of attorney as of December 31, 2009.
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| Signed: | | /s/ Francis X. Frantz |
| Name: | | Francis X. Frantz |
SCHEDULE I
List of Guarantors
Buffalo Valley Management Services, Inc.
Conestoga Enterprises, Inc.
Conestoga Management Services, Inc.
CT Cellular, Inc.
CT Communications, Inc.
CT Wireless Cable, Inc.
D&E Communications, Inc.
D&E Investments, Inc.
D&E Management Services, Inc.
D&E Networks, Inc.
Kerrville Communications Corporation
Lexcom Inc.
PCS Licenses, Inc.
Texas Windstream, Inc.
Valor Telecommunications Enterprises Finance Corp.
Windstream CTC Internet Services, Inc.
Windstream Holding of the Midwest, Inc.
Windstream Intellectual Property Services, Inc.
Windstream Network Services of the Midwest, Inc.
Windstream Sugar Land, Inc.
Kerrville Cellular, LLC
Kerrville Mobile Holdings, LLC
Kerrville Wireless Holdings, LLC
Oklahoma Windstream, LLC
Progress Place Realty Holding Company, LLC
Teleview, LLC
Valor Telecommunications Enterprises, LLC
Valor Telecommunications Enterprises II, LLC
Valor Telecommunications Investments, LLC
Windstream Alabama, LLC
Windstream Arkansas, LLC
Windstream Communications Kerrville, LLC
Windstream Communications Telecom, LLC
Windstream Kerrville Long Distance, LLC
Windstream Lexcom Entertainment, LLC
Windstream Lexcom Long Distance, LLC
Windstream Lexcom Wireless, LLC
Windstream Oklahoma, LLC
Windstream South Carolina, LLC
Windstream Supply, LLC
Wireless One of North Carolina, LLC
Southwest Enhanced Network Services, LP
Valor Telecommunications of Texas, LP d/b/a Windstream Communications Southwest
Windstream Southwest Long Distance, LP
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Jeffery R. Gardner, Anthony W. Thomas, and John P. Fletcher, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of Windstream Corporation (the “Company”) to a Registration Statement or Registration Statements on Form S-4 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments and supplements relating thereto, including post-effective amendments, to be filed by the Company with the Securities and Exchange Commission (the “Commission”), and any other instrument, contract, document or writing necessary or appropriate in connection therewith, in connection with the registration under the Securities Act of 1933, as amended, of the $400,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.785% Senior Notes due 2017 issued on October 8, 2009 and the $700,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.875% Senior Notes due 2017 issued on December 30, 2009 and to attest the seal of the Company thereon and to file the same, with all exhibits thereto and other supporting documents, including this power of attorney, with said Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys in fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this power of attorney as of December 31, 2009.
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| Signed: | | /s/ Dennis E. Foster |
| Name: | | Dennis E. Foster |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Jeffery R. Gardner, Anthony W. Thomas, and John P. Fletcher, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of Windstream Corporation (the “Company”) to a Registration Statement or Registration Statements on Form S-4 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments and supplements relating thereto, including post-effective amendments, to be filed by the Company with the Securities and Exchange Commission (the “Commission”), and any other instrument, contract, document or writing necessary or appropriate in connection therewith, in connection with the registration under the Securities Act of 1933, as amended, of the $400,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.785% Senior Notes due 2017 issued on October 8, 2009 and the $700,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.875% Senior Notes due 2017 issued on December 30, 2009 and to attest the seal of the Company thereon and to file the same, with all exhibits thereto and other supporting documents, including this power of attorney, with said Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys in fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this power of attorney as of December 31, 2009.
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| Signed: | | /s/ Carol B. Armitage |
| Name: | | Carol B. Armitage |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Jeffery R. Gardner, Anthony W. Thomas, and John P. Fletcher, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of Windstream Corporation (the “Company”) to a Registration Statement or Registration Statements on Form S-4 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments and supplements relating thereto, including post-effective amendments, to be filed by the Company with the Securities and Exchange Commission (the “Commission”), and any other instrument, contract, document or writing necessary or appropriate in connection therewith, in connection with the registration under the Securities Act of 1933, as amended, of the $400,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.785% Senior Notes due 2017 issued on October 8, 2009 and the $700,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.875% Senior Notes due 2017 issued on December 30, 2009 and to attest the seal of the Company thereon and to file the same, with all exhibits thereto and other supporting documents, including this power of attorney, with said Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys in fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this power of attorney as of December 31, 2009.
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| Signed: | | /s/ Judy K. Jones |
| Name: | | Judy K. Jones |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Jeffery R. Gardner, Anthony W. Thomas, and John P. Fletcher, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of Windstream Corporation (the “Company”) to a Registration Statement or Registration Statements on Form S-4 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments and supplements relating thereto, including post-effective amendments, to be filed by the Company with the Securities and Exchange Commission (the “Commission”), and any other instrument, contract, document or writing necessary or appropriate in connection therewith, in connection with the registration under the Securities Act of 1933, as amended, of the $400,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.785% Senior Notes due 2017 issued on October 8, 2009 and the $700,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.875% Senior Notes due 2017 issued on December 30, 2009 and to attest the seal of the Company thereon and to file the same, with all exhibits thereto and other supporting documents, including this power of attorney, with said Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys in fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this power of attorney as of December 31, 2009.
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| Signed: | | /s/ Frank E. Reed |
| Name: | | Frank E. Reed |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Jeffery R. Gardner, Anthony W. Thomas, and John P. Fletcher, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of Windstream Corporation (the “Company”) to a Registration Statement or Registration Statements on Form S-4 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments and supplements relating thereto, including post-effective amendments, to be filed by the Company with the Securities and Exchange Commission (the “Commission”), and any other instrument, contract, document or writing necessary or appropriate in connection therewith, in connection with the registration under the Securities Act of 1933, as amended, of the $400,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.785% Senior Notes due 2017 issued on October 8, 2009 and the $700,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.875% Senior Notes due 2017 issued on December 30, 2009 and to attest the seal of the Company thereon and to file the same, with all exhibits thereto and other supporting documents, including this power of attorney, with said Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys in fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this power of attorney as of December 31, 2009.
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| Signed: | | /s/ Samuel E. Beall III |
| Name: | | Samuel E. Beall III |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Jeffery R. Gardner, Anthony W. Thomas, and John P. Fletcher, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of Windstream Corporation (the “Company”) to a Registration Statement or Registration Statements on Form S-4 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments and supplements relating thereto, including post-effective amendments, to be filed by the Company with the Securities and Exchange Commission (the “Commission”), and any other instrument, contract, document or writing necessary or appropriate in connection therewith, in connection with the registration under the Securities Act of 1933, as amended, of the $400,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.785% Senior Notes due 2017 issued on October 8, 2009 and the $700,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.875% Senior Notes due 2017 issued on December 30, 2009 and to attest the seal of the Company thereon and to file the same, with all exhibits thereto and other supporting documents, including this power of attorney, with said Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys in fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this power of attorney as of December 31, 2009.
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| Signed: | | /s/ Jeffrey T. Hinson |
| Name: | | Jeffrey T. Hinson |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned, whose signature appears below, hereby constitutes and appoints Jeffery R. Gardner, Anthony W. Thomas, and John P. Fletcher, and each of them, jointly and severally, the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead and in any and all capacities, to sign and affix the undersigned’s name as such director of Windstream Corporation (the “Company”) to a Registration Statement or Registration Statements on Form S-4 (or other applicable form prescribed by the regulations of the Securities and Exchange Commission), and any and all amendments and supplements relating thereto, including post-effective amendments, to be filed by the Company with the Securities and Exchange Commission (the “Commission”), and any other instrument, contract, document or writing necessary or appropriate in connection therewith, in connection with the registration under the Securities Act of 1933, as amended, of the $400,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.785% Senior Notes due 2017 issued on October 8, 2009 and the $700,000,000 aggregate principal amount of 7.875% Senior Notes due 2017 of the Company proposed to be registered by the Company and issued in exchange for any and all of the Company’s 7.875% Senior Notes due 2017 issued on December 30, 2009 and to attest the seal of the Company thereon and to file the same, with all exhibits thereto and other supporting documents, including this power of attorney, with said Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys in fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this power of attorney as of December 31, 2009.
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| Signed: | | /s/ William A. Montgomery |
| Name: | | William A. Montgomery |
