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INTRODUCTION ă  I. A. 1. a.(1)(a) i) a) I. A. 1. a.(1)(a) i) a)X` hp x (#%'0*,.8135@8:-  ԍxArizona Corporation Commission Order Docket Nos. E105193189, U272793189, E105193190, and U253293190 (1994)("Arizona Commission Order").  xWith regard to the eleventh exchange, the Arizona Commission stated that it had  xJissued a Procedural Order directing US West to delete from its application the request  S- x-for approval of the sale of the San Carlos exchange to Table Top.YN }KQ-ԍxSee Arizona Commission Order at 6.Y US West states  xthat it has not yet completed its negotiations with the San Carlos Apache Tribe for the  xLtransfer of that exchange and, thus, is withdrawing the request for Commission  SK- xapproval of that transfer.KN }K"-  ԍxLetter from M. Crumling, US West to K. Moran, Chief, Accounting and Audits Division, FCC, dated Sept. 16, 1994. Accordingly, that transfer is excluded from consideration  x.in this order. We find that allowing US West to consummate the three separate  xproposed sales of a total of ten Arizona exchanges to Copper Valley, Midvale, and  xjTable Top will serve the public interest. We therefore grant the Petitioners' Joint Petition for waiver, as explained more fully herein. "0*(("Ԍ S-ԙ! II. STUDY AREA WAIVER ă  S- Background  S- ` x3.` ` A study area is a geographical segment of a carrier's telephone  xoperations. Generally, a study area corresponds to a carrier's entire service territory  xwithin a state. Thus, carriers operating in more than one state typically have one  x.study area for each state, and carriers operating in a single state typically have a  SH- xsingle study area. Carriers perform jurisdictional separations at the study area level.IXHN }K -  ԍxThe phrase "jurisdictional separations," or "separations," refers to the process of dividing costs,  }K - xZrevenues, and expenses between a carrier's state and interstate operations. See generally 47 C.F.R.  36.1 36.741.I  xJFor jurisdictional separations purposes, the Commission adopted a rule freezing study  S - xarea boundaries effective November 15, 1984. Ox N }K-  ԍx47 C.F.R., Part 36, AppendixGlossary, definition of "Study Area" (1993). See MTS and WATS  xMarket Structure, Amendment of Part 67 of the Commission's Rules and Establishment of a Joint  }KC- xBoard, CC Docket Nos. 78-72 and 80-286, 49 Fed. Reg. 48325 (Dec. 12, 1984) (1984 Joint Board  }K - xYRecommendation), adopted by the Commission, 50 Fed. Reg. 939 (Jan. 8, 1985) (1985 Order Adopting  }K- x<Recommendations). See also Amendment of Part 36 of the Commission's Rules and Establishment of  }K- x,a Joint Board, CC Docket No. 80286, Notice of Proposed Rulemaking, 5 FCC Rcd 5974 (1990) (Study  }Kc-Area Notice).O The Commission took that action, in  xpart, to ensure that local exchange carriers ("LECs") do not set up highcost  x;exchanges within their existing service territories as separate study areas to maximize  S - xhhighcost support.  ( N }K-  ԍxSee 1985 Order Adopting Recommendations, 50 Fed. Reg. 939, 940. Also see 1984 Joint  }Kv-Board Recommendation, 49 Fed. Reg. 48325, 48337. The study area freeze also prevents LECs from decomposing, and  xrecombining, study areas to increase interstate revenue requirements and exchange  xcarrier compensation. A LEC must apply to the Commission for a waiver of that rule  xif the LEC wishes to sell an exchange to another carrier, because such a transaction  Sy-would have the effect of changing the study area boundaries. y N }K-ԍx47 C.F.R. Part 36, AppendixGlossary. See also 47 C.F.R.  1.3.  SK- ` x4.` ` Waiver of commission rules is appropriate only if special circumstances  S4- xwarrant a deviation from the general rule 4N }K!-ԍxNortheast Cellular Telephone Company v. FCC, 897 F.2d 1164, 1166 (D.C. Cir 1990). and such deviation will serve the public  S- xyinterest.n N }Kn$-ԍxWAIT Radio v. FCC, 418 F.2d 1153, 1159 (D.C. Cir 1969).n In evaluating petitions seeking a waiver of the rule freezing study area  xboundaries, the Commission employs a threeprong standard: first, that the change  S- xdoes not adversely affect the Universal Service Fund ("USF") support program;  xsecond, that the state commission(s) having regulatory authority does not object to"0 0*(("  S- x<the change; and third, that the public interest supports the change. N }Ky-  ԍxSee US West Communication, Inc., and Eagle Telecommunications, Inc., Joint Petition for  xWaiver of the Definition of "Study Area" Contained in Part 36, AppendixGlossary of the Commission's  }K - xRules, Memorandum Opinion and Order, FCC 954, released Jan. 5, 1995, (US WestEagle Study Area  }K-Order) at para. 5. In evaluating  S- xwhether grant of a waiver request would adversely affect the USF,KxN }KJ-  ԍxSee Joint Board Recommended Decision, 49 Fed. Reg. at 48337, para. 65. The Commission  }K- xkcreated the USF to preserve and promote universal service. See Amendment of Part 67 of the  xCommission's Rules and Establishment of a Joint Board, 96 FCC 2d 781 (1984). The USF allows LECs  x-with high local loop plant costs to allocate a portion of those costs to the interstate jurisdiction, thus  xenabling the states to establish lower local exchange rates in those areas. To qualify for USF support,  xxa LEC's total company unseparated loop costs must exceed 115 percent of the nationwide average of  }K -such costs. See 47 C.F.R.  36.631.K the Commission  xapplies a "one percent" guideline to study area waiver requests filed after January 5,  S- x1995.W N }K\-  ԍxThe Commission stated that no waiver of the rule freezing study area boundaries should result  xin an annual aggregate shift in USF assistance in an amount equal to or greater than one percent of the  xtotal USF, unless the parties can demonstrate extraordinary public interest benefit. The USF effect for  xthe year must be computed on an annualized basis. To prevent carriers from evading this limitation by  x>disaggregating a single large sale of exchanges into a series of smaller transactions that in the  xaggregate have the same effect on the USF, the Commission further requires that the "one percent"  xguideline be applied to all study area waivers granted to either carrier, as a purchaser or seller, pending  xcompletion of the current review of the USF program. In this context, the Commission defines the term  }K- x"carrier" to include all affiliated carriers (i.e., those carriers that are in common control, as the term  }Kd- x"control" is defined in Section 32.9000 of the Commission's rules, 47 C.F.R.  32.9000). See US  }K,-WestEagle Study Area Order at paras. 1417.W This guideline does not apply in the instant case because Petitioners filed before that date.  Sv- Petition and Comments  SH- ` 2 x5.` ` US West seeks a waiver of the rule freezing study area boundaries to  x-enable it to remove ten exchanges with approximately 12,000 access lines from its  S - x[Arizona study area.lX PN }K-  MԍxUS West states that it will make a permanent downward adjustment to its price cap indices to  }K- xreflect the sale of these exchanges. Letter from Lawrence Sarjeant to Kathleen Wallman, Chief, Common Carrier Bureau, FCC, dated January 24, 1995 ("US West Letter").l Midvale, a LEC providing service in Arizona, seeks a similar  xywaiver to add one exchange with approximately 200 access lines into its existing  xstudy area. Finally, Copper Valley and Table Top, which are new LECs that will be  xproviding service in Arizona, seek a waiver to establish two new study areas for the  xhacquired exchanges. Copper Valley would acquire four exchanges with approximately  xK4,000 access lines and Table Top would acquire five exchanges with approximately 7,700 access lines.    "yp0*((,"Ԍ S- ` |x6.` ` Petitioners claim their request is consistent with the original purposes of  xthe USF and that the transfer of the ten exchanges will not adversely affect the USF  xin any material way. The ten sale exchanges currently receive no USF support,  xKPetitioners state, because US West's average study area cost per loop in Arizona is  S- xjbelow the established national eligibility threshold for USF support.~ }K-  >ԍxUSF support is based on the average cost per loop in the study area, compared to the national  xaverage cost per loop. The study area cost per loop must be at least 115% of the national average  xLcost per loop in order to qualify for USF support. Given that the national average cost per loop is  }Ku- xcurrently $239, the eligibility threshold for USF support is now $275 (i.e, 115 percent of $239). See  }K= -47 C.F.R.  36.63. Also see NECA 1993 USF Report, Section 1, at 3.~ Petitioners  xestimate that, if the waiver were granted, the transfer of the ten exchanges would not  xKcause US West's remaining study area to draw USF support but would result in an  S_- xinitial net increase of $210,800 in USF support for the Independents. Specifically,  xTable Top estimates that the initial USF draw for its newly created study area would  x,be $219,300 as a result of its acquisition and upgrade of the five exchanges. Midvale  x=estimates that its annual USF draw would decrease by $8,500 (from $71,400 to  S - x;$62,900) as a result of its acquisition and upgrade of the one exchange.Z x }K,-ԍxId. at Attachment MT1.Z Hence, the  S - xhestimated initial increase of $210,800 in USF support for the Independents as a group  xiis the net effect of an increase of $219,300 for Table Top and a decrease of $8,500  xfor Midvale. Petitioners submit that Table Top and Midvale would be entitled to USF  xsupport because they would be acquiring additional highcost loops but that Copper  S-Valley would not be eligible to receive such support.M }KI-ԍxJoint Petition at 45.M x  Sb- ` x7.` ` Petitioners assert that the waiver would serve the public interest because  xservice to the ten exchanges will be improved due to economies and resources  S4- xavailable to the Independents.F4 }K}-ԍxId. at 4.F The Independents state that they are committed to  xproviding customers with high quality service, including stateoftheart  xtelecommunications capabilities. In particular, the Independents state that they plan  xJto replace central office switches with modern digital technology; upgrade multiparty  S-service to oneparty service; and provide service to areas not now served.H(  }K!-ԍxOct. 1 Supplement at 1.H  S- ` x8.` ` NECA and USTA support the Petitioners' request and urge the Bureau to  x-grant the waivers expeditiously. AT&T, however, expresses concern regarding the  xincreasing number and magnitude of LEC requests for study area waivers. AT&T  xstates that waiver requests have been spurred by the aggressive efforts of price cap  xxLECs to divest themselves of highcost rural exchanges. It was this concern, AT&T"N 0*((k"  xexplains, that led it to file a petition to establish additional standards for evaluating  S- xstudy area waiver requests. }Kb-ԍxAT&T comments at 2. See AT&T Petition for Rulemaking, filed Sept. 3, 1993, AAD 93100. AT&T believes that, if the requested waiver is granted,  xit should be conditioned on the Independents' agreement to cap their added USF  x,subsidies at 1994 levels, regardless of any planned service upgrades, through at least  S-1997.DX }K-ԍxAT&T Comments at 4.D x  Sv- ` x9.` ` In reply to AT&T's comments, the Independents state that the imposition  xof additional requirements on them, in exchange for the grant of a justified waiver  SH- x,request, would violate both fairness and due process.VH }K -ԍxThe Independents reply comments at 5.V Petitioners submit that a cap  x>on their levels of USF support, as AT&T proposes, would be anathema to the  S - xCommission's rules and would disserve the public.c x }KC-ԍxId. and US West reply comments at iii.c US West claims that AT&T's  xproposed conditions cannot be reconciled with the facts and current Commission rules  S -and cannot be implemented without violating the Administrative Procedure Act.V  }K-ԍxUS West reply comments at iii and 17.V  S - Discussion  S -  S- `    x 10.` ` Application of threeprong standard. Petitioners' proposals demonstrate  xthat current and potential customers in the affected exchanges likely will be better  xjserved by the Independents than by US West. The Independents state that they  xintend to upgrade central office switches to digital technology and replace pole xmounted cables with buried cables. These changes should result in improved service  xYand an extension of service to remote areas not currently served. We thus believe the  xtransfer of the ten exchanges, which has been approved by the Arizona Commission,  x-likely will serve the public interest. In addition, we believe the initial net increase of  xw$210,800 in the Independents' draw from the USF fund will not, in the overall context  xof these transactions, have a significant adverse effect on the USF at this point in  xtime. Offset against that increase in USF support is the reduction in interstate revenue  xrequirements of US West's price cap indices that will result from its transfer of the ten  S|- xhexchanges to the Independents.@| }K#-ԍxUS West Letter.@ We therefore find  that the three existing criteria for  xgranting a study area waiver have been met in this case and that the waiver request should be granted. "7( 0*((j"Ԍ S- ` x 11.` ` Although we find no reason to question Petitioners' estimates of the USF  xwimpact, we nonetheless are concerned that their estimates may later prove inaccurate.  xIn several past cases, the actual USF impact has risen far above the amount  S- xpetitioners estimated when seeking study area waivers.^X }K4-  |ԍxSee Delta Telephone Company, 5 FCC Rcd 7100 (1990), whose USF support grew from  x$82,500 in 1991 to $396,910 in 1993; and US West and Gila River Telecommunications, Inc., 7 FCC Rcd 2161 (1992), whose USF support escalated from $169,155 in 1992 to $492,300 in 1993.^  Moreover, we share  xAT&T's concern that these sales and a number of similar proposed transactions might,  xin the aggregate, have a substantial effect on the size of the USF and on those highcost LECs that draw from the USF.  SH- ` x 12.` ` This concern has been mitigated, in the short term at least, by the  xiCommission's recent adoption of the Joint Board's recommendation for an indexed  S - x-cap on the USF for the next 12 months.  }K-  lԍxThe Commission adopted the Joint Board's recommendation for an indexed cap on the USF.  }K{- xThe Joint Board recommended, and the Commission adopted, interim rules that will limit the rate of  }KC- xgrowth of the USF to the rate of growth in the total number of working loops nationwide. Id. That  }K - xrate of growth has generally ranged from two percent to four percent per year.  This moderate growth  xrate will allow the USF to continue to provide adequate support to carriers serving highcost areas,  }K- x/while preventing excessive increases in the USF. See generally Amendment of Part 36 of the  xCommission's Rules and Establishment of a Joint Board, 9 FCC Rcd 334 (1993)("Recommend  }K+- xDecision"), adopted by the Commission, 9 FCC Rcd 303 ("Interim Order"). In its Interim Order, the  xCommission also expressed its intention to review the USF rules to determine whether permanent  }K-changes are necessary. Interim Order at 303.  Yet, even in the short term, unidentified  x[errors contained in Petitioners' impact estimates may adversely affect the fund's  xdistribution, if not its size. Under the indexed USF cap rules, any study area  xreconfiguration that increases the USF draw of one USF recipient reduces that of other  S - xyUSF recipients. Hence, if Petitioners' estimates prove to be too low, the support  xprovided to other USF recipients could be lowered by an amount that does have a  S- xmaterial impact. We therefore find that the waiver should be subject to the condition  xLthat the annual USF support provided to each of the study areas affected by the  x,exchange transfers shall not exceed the estimates of the initial posttransfer amounts submitted by Petitioners in the Joint Petition and October 19 Supplement.  S- ` @x 13.` ` Another aspect of Petitioners' study area requests warrants discussion.  xPetitioners propose to establish a new study area for the four exchanges transferred  xto Copper Valley, a whollyowned subsidiary of Valley Telephone Cooperative, Inc.  xY("Valley") which is already providing service in Arizona. Copper Valley argues that the  xexchanges should not be consolidated with Valley's existing study area because the  xKexchanges are separated geographically and demographically from Valley's existing  xMtelephone operations. Copper Valley further argues that Valley considers this" 0*((n"  xtransaction a strategic business investment which is separate and distinct from its  S-other telephone operations in Arizona.K }Kb-ԍxCopper Valley letter at 2.K  S- ` x 14.` ` We do not oppose Valley's plans to create a new, whollyowned  xsubsidiary for the acquired exchanges. Nor do we oppose Valley's plans to treat the  xjacquisition as a strategic business investment that is separate and apart from its  xYcurrent Arizona operations. We do not agree, however, that such plans are precluded  xby a requirement that the acquired exchanges be added to the existing study area for purposes of jurisdictional separations.  S - ` #x15.` ` We believe the proposed segmentation of Valley's planned telephone  xoperations is at odds with the Commission's frozen study area policy. That policy was  xKestablished, in part, to prevent the establishment of multiple study areas to gain an  xadvantage under the USF and jurisdictional separations rules. In this case, the  xconsolidation of the newly acquired exchanges with Valley's existing study area likely  S - xywill result in a decline in USF assistance for the existing study area.(X X }K-  ԍxThe decline in USF assistance likely would occur because the average loop cost for Valley's  xexisting study area likely will decrease when that highcost study area is consolidated with the four lowercost exchanges.(֠Hence, the  xcreation of a new study area likely would enable Valley to avoid such a reduction and  xhthereby gain an advantage under the USF rules. The establishment of a second Valley  xJstudy area in Arizona would also result in unnecessary increased regulatory costs and  x.increased administrative burden on this Commission. We thus deny Petitioners'  S4-request that Copper Valley be permitted to create a new study area. 4x }K]-  ԍxWe nonetheless approve Petitioners' request that Table Top be permitted to create a new study  x.area. Table Top is mostly owned by an affiliate of Ponderosa Telephone Company ("Ponderosa"),  }K- xZwhich operates only in California. See Oct. 19 Supplement at TT1. The attempted consolidation of  xTable Top's Arizona exchanges with Ponderosa's existing California study area would greatly  xcomplicate the jurisdictional separations process and our review of the results of that process, because  xcosts and revenues for a merged multijurisdictional study area would have to be apportioned among  xthe federal jurisdiction and multiple state jurisdictions with increased probabilities of errors. We  xtherefore expect the creation of a new study area for Table Top to result in a reduction, not an  xincrease, in regulatory costs and administrative burden, as compared with a requirement that Table Top's study area in Arizona be merged with Ponderosa's study area in California.  S- ` x16.` ` Conclusion. Petitioners have demonstrated that a waiver of the rule  xfreezing study areas is warranted. We therefore grant the study area waiver petition,  xas conditioned below, to permit Midvale to consolidate its acquired exchange with its  x\existing study area; to permit Table Top to create a new study area for its five  xacquired exchanges; and to permit US West to remove these six exchanges from its  xArizona study area. We also grant the request that US West be permitted to remove  xfour additional exchanges from its Arizona study area so they may be transferred to"| 0*((m"  xCopper Valley. This waiver is subject to the condition that the four exchanges being  xtransferred to Copper Valley are consolidated with Valley's existing Arizona study  xarea. This waiver also is subject to the condition that, absent explicit approval from  xus, future levels of annual USF support shall not exceed $219,292 for the new Table  S- x-Top study areaK! }K-  ԍx Table Top estimates that its initial level of USF assistance would increase to $308,568 two  x[years later and to $354,720 five years later, due to the costs associated with plant upgrades and  }K- xLsatisfying demand growth. See Oct. 19 Supplement at Attachment TT1. Given the long periods  xinvolved, such forecasts may not be reliable. As noted above, our experience with Delta Telephone  x<Company and Gila River Telecommunications indicates that the actual levels of support may be three  xor four times higher than the levels forecasted. We therefore are limiting Table Top's level of support  x-to the initial posttransfer amount it has estimated. If Table Top completes its planned upgrades and  xfinds that its average loop cost is substantially higher than initially projected, it may petition for modification of this waiver and make a showing based on actual experience.K and the current levels of support for the Midvale and Valley study  xlareas. The limits imposed by this condition are consistent with Petitioners'  xrepresentationsin the Joint Petition and October 19 Supplementthat the transfers  xwill not result in increased levels of USF support for Midvale or Copper Valley. Indeed,  xMidvale estimates that its annual USF draw will decrease by $8,500 and our  x/calculations indicate that Valley's annual USF draw also will decrease when it  xconsolidates Copper Valley with its existing Arizona study area. This condition  xtherefore will ensure the study area waiver will not result in adverse effects on the  S -USF that exceed the initial forecast representation made by Petitioners.       S -   S -Tho  III. PRICE CAPS WAIVER ă  Sy- Background  SK- ` x17.` ` Section 61.41(c) of the Commission's rules provides that, when a non xprice cap company acquires a price cap company, the acquiring company shall become  S- xsubject to price cap regulation within a year of the transaction." }Kf-  Nԍx47 C.F.R.  61.41(c). See Second Report and Order, 5 FCC Rcd 6786, 6821 (1990) and  }K.- xErratum, 5 FCC Rcd 7664 (1990) (LEC Price Cap Order), modified on recon. 6 FCC Rcd 2637 (1991)  }K- x(LEC Price Cap Reconsideration Order), petitions for further recon. dismissed, 6 FCC Rcd 7482 (1991),  }K- xaff'd, National Rural Telecom Assoc. v. FCC, 988 F.2d 174 (D.C. Cir. 1993), further modification on  }K -recon., 6 FCC Rcd 4524 (1991)(ONA Part 69 Order), second further recon., 7 FCC Rcd 5235 (1992). The Commission  xstated that this "allornothing" rule applies not only to the acquisition of an entire LEC  S- xbut also to the acquisition of part of a study area.{#XH  }K#-  ԍxThe Commission explained that, if these two types of acquisitions were not treated the same  }K$- xYunder the allornothing rule, a LEC could avoid the rule by selling all but one of its exchanges. See LEC  }Kx%-Price Cap Reconsideration Order, 6 FCC Rcd 2637, 2706.{ Hence, under this rule, the  xhIndependents' acquisition of US West's ten rural exchanges obligates them to exit the" h#0*(("  xLNECA pools and become subject to price cap regulation instead of rateofreturn regulation.  S- ` x18.` ` The Commission explained that the allornothing rule is intended to  xiaddress two concerns it has regarding mergers and acquisitions involving price cap  xLECs. The first concern is that, in the absence of the rule, a company might attempt  xJto shift costs from its price cap affiliate to its nonprice cap affiliate, allowing the non xprice cap affiliate to earn moredue to its increased revenue requirementwithout  SH- xaffecting the earnings of the price cap affiliate, i.e., without triggering the sharing  xmechanism. The second concern is that, absent the rule, a LEC may attempt to  x"game the system" by switching back and forth between rateofreturn regulation and  xprice cap regulation. The Commission cited, as an example, the incentive a LEC may  xhhave to raise rates by building up a large rate base under rateofreturn regulation and,  xthen, after opting for price caps again, to increase earnings by cutting costs back to  xan efficient level. It would disserve the public interest, the Commission stated, to  xYallow a LEC to alternately "fatten up" under rateofreturn regulation and "slim down"  xunder price caps regulation, because rates would not fall in the manner intended under  Sy- xprice cap regulation. The Commission nonetheless recognized that a narrow waiver  xof the allornothing rule might be justified if efficiencies created by the purchase and  xsale of a few exchanges were to outweigh the threat that the system may be subject  S4-to gaming.q$4 }K-ԍxLEC Price Cap Reconsideration Order, 6 FCC Rcd 2637, 2706.q   S-   Petition and Comments    S- ` x19.` ` The Independents seek waiver of Section 61.41(c) so they may operate  xas rateofreturn companies, rather than price cap companies, after acquiring the ten  xhexchanges which currently are under price cap regulation. They submit that the rule's  x-application in this instance is contrary to the public interest and does not serve the  xpurposes for which the rule was adopted. They argue that the Commission's two  x;concerns, the threat of cost shifting between affiliates and gaming of the system, are  SN-not at issue in this case.E%NX }KW-ԍxJoint Petition at 6.E Both NECA and USTA support this waiver request.[&N }K -ԍxNECA comments at 4 and USTA comments at 2.[  S7-   S -  Discussion  S -  S- ` Ax20.` ` We agree with the Independents that the Commission's first concern  S- xwunderlying the allornothing rule is not applicable in this case. The Independents have  xno incentive to shift costs between price cap and rateofreturn affiliates, because they  xare not seeking to maintain separate affiliates under different systems of regulation. "! x&0*((""  S- xiAs to the Commission's second concern, we find it implausible that US West could  xgame the system by moving the ten exchanges back and forth between price caps and  xrateofreturn regulation, because US West is selling these exchanges and a  xreacquisition would require a second study area waiver. Even so, the proposed sale  xcould be a source of concern. After divesting itself of highcost exchanges, US West  ximight decide that rates in its remaining study area should not be adjusted to reflect  xthe resulting decrease in the network costs on which its current price caps are  S_- xbased.' _ }K-  0ԍxThe Commission is considering the generic issue that is posed more generally by this set of  xcircumstances in CC Docket No. 941. After reviewing the record in that docket, the Commission may  xrequire an automatic adjustment to price capped rates to reflect the costs that are being removed from price cap regulation. US West has stated, however, that it will reduce its interstate revenue  xrequirements to reflect the transfer of the ten exchanges to the Independents and then  S1-will adjust its price cap indices accordingly.@(1 }K-ԍxUS West Letter.@ x  S - ` x21.` ` We therefore find there is good cause to grant the Independents a waiver  xof the allornothing rule. For the present, we will continue to regulate the  xxIndependents as cost carriers. Because we are waiving Section 61.41(c), they need  xinot withdraw from the NECA pools. We note that, as with any other rateofreturn  xcarrier, the Independents may elect price cap regulation in the future if they decide to withdraw from the NECA pools.  Sb-? IV . ORDERING CLAUSES ă  S4- ` #x22.` ` Accordingly, IT IS ORDERED, pursuant to Section 4(i) and 5(c) of the  xCommunications Act of 1934, as amended, 47 U.S.C.  154(i) and 155(c) and  xZSections 0.91 and 0.291 of the Commission's Rules, 47 C.F.R.  0.91, 0.291, that  xithe Joint Petition of US West Communications, Inc., Copper Valley Telephone, Inc.,  xiMidvale Telephone Exchange, and Table Top Telephone Company for waiver of Part  x36, Appendix-Glossary, of the Commission's Rules, 47 C.F.R. Part 36 AppendixGlossary, IS GRANTED subject to the conditions set forth above.  S|- ` x23.` ` IT IS FURTHER ORDERED that the Petition of Copper Valley Telephone,  xInc., Midvale Telephone Exchange, and Table Top Telephone Company for waiver of Section 61.41(c) of the Commission's Rules, 47 C.F.R.  61.41(c), IS GRANTED. " @(0*(( "Ԍ S- ` mx24.` ` IT IS FURTHER ORDERED that NECA shall not distribute USF assistance  S-exceeding the limits imposed in paragraphs 12 and 16, supra. x` ` hh@FEDERAL COMMUNICATIONS COMMISSION x` ` hh@Kenneth P. Moran  S - hh@Chief, Accounting and Audits Division  S - hh@Common Carrier Bureau