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Bain Capital Fund VI LP · SC 13D · US Lec Corp · On 2/20/01

Filed On 2/20/01 5:18pm ET · SEC File 5-54177 · Accession Number 927016-1-1009

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 2/20/01  Bain Capital Fund VI LP           SC 13D                 4:87   US Lec Corp                       Donnelley R R & S..07/FA

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             14     65K 
 2: EX-1        Corporate Governance Agreement                        22     80K 
 3: EX-2        Limited Liability Company Agreement                   30    122K 
 4: EX-3        Registration Rights Agreement                         21     74K

SC 13D · General Statement of Beneficial Ownership
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company Identity and Background Interest in Securities of the Company Material to be Filed as Exhibits Purpose of Transaction Sankaty Ltd Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page
3	Item 1. Security and Issuer
"	Item 2. Identity and Background
6	Sankaty Ltd
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
7	Item 5. Interest in Securities of the Company
10	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company
11	Item 7. Material to be Filed as Exhibits

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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, DC  20549 

_______________ 

SCHEDULE 13D  
(Rule 13d-101)  

UNDER THE SECURITIES EXCHANGE ACT OF 1934 
(Amendment No. ________)/1/ 

US LEC Corp.  
------------------------------------------------------------------------------- 
(Name of Issuer)  

Class A Common Stock, $.01 par value  
------------------------------------------------------------------------------- 
(Title of Class of Securities)  

90331S 10 9 
------------------------------------------------------------------------------- 
(CUSIP Number)  

Ann Marie Viglione, Controller  
Two Copley Place, 7th Flr.  
Boston, Massachusetts 02116 
(617) 572-3000  
------------------------------------------------------------------------------- 
(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 

February 11, 2001 
------------------------------------------------------------------------------- 
(Date of Event Which Requires Filing of This Statement) 

[_]  If the filing person has previously filed a statement on Schedule 13G to   
report the acquisition which is the subject of this Schedule 13D, and is filing 
this schedule because of Rule 13d-1(b)(3) or (4), check the following box       

     Note. Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to  
be sent.                                                                        

(Continued on following pages)  

(Page 1 of 14 Pages)  

__________________                                                              

   /1/  The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which would 
alter disclosures provided in a prior cover page.                               

   The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 or otherwise subject to the liabilities of that section of the Act  
but shall be subjects to all other provisions of the Act (however, see the      
Notes).                                                                         

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-------------------------                                ---------------------  
CUSIP No. 90331S 10 9                 13D                Page 2 of 14 Pages     
-------------------------                                ---------------------  

------------------------------------------------------------------------------  
NAME OF REPORTING PERSONS                                           
1.   S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS                      

Bain Capital Fund VI, L.P.                                          
EIN No.: 04-3405560                                                 
------------------------------------------------------------------------------  
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                   
2.                                                                   (a) [_]  
                                                                   (b) [_]
------------------------------------------------------------------------------  
SEC USE ONLY                                                        
3.                                                                            

------------------------------------------------------------------------------  
SOURCE OF FUNDS*                                                    
4.                                                                            
WC                                                                  
------------------------------------------------------------------------------  
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED            
5.                                                                            
PURSUANT TO ITEM 2(d) or 2(e)                                       
------------------------------------------------------------------------------  
CITIZENSHIP OR PLACE OF ORGANIZATION                                
6.                                                                            
Delaware                                                            
------------------------------------------------------------------------------  
SOLE VOTING POWER           
7.                                    
NUMBER OF                                                             
             3,032,467 shares of Class A Common Stocks
    SHARES       -----------------------------------------------------------
SHARED VOTING POWER         
BENEFICIALLY      8.                                                      

OWNED BY             0                                                
                 -----------------------------------------------------------
EACH               SOLE DISPOSITIVE POWER                         
9.                                    
REPORTING                                                               
            3,032,467 shares of Class A Common Stock
    PERSON       -----------------------------------------------------------
SHARED DISPOSITIVE POWER    
10.                                   
0                           
------------------------------------------------------------------------------  
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        
11.                                                                             
3,032,467 shares of Class A Common Stock                            
------------------------------------------------------------------------------  
  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12.                                                                             
                                                                       [_]
------------------------------------------------------------------------------  
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                  
13.                                                                             
21.88%                                                              
------------------------------------------------------------------------------  
TYPE OF REPORTING PERSON*                                           
14.                                                                             
PN                                                                  
------------------------------------------------------------------------------  

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Information given in response to each item shall be deemed  
incorporated by reference in all other items.                                   

Item 1.   Security and Issuer.                                                  

          The class of equity securities to which this Statement on Schedule 13D
(the "Statement") relates is the Class A Common Shares, $.01 par value per share
---------                                                           
(the "Common Stock") of US LEC Corp., a Delaware corporation (the "Company").   
------------                                                 -------

        The principal executive offices of the Company are located at 401 N.
Tryon Street, STE 1000, Charlotte, NC 28251.                                    

Item 2.   Identity and Background.                                              

       (a)  This Statement is being filed by Bain Capital Fund VI, L.P., a
Delaware limited partnership (either "Fund VI" or the "Reporting Person") in its
capacity as Administrative Member of Bain Capital CLEC Investors, L.L.C., a     
Delaware limited liability company ("CLEC Investors").                          

      Other Members of CLEC Investors affiliated with Fund VI who may be
deemed to be beneficial owners of the securities covered by this Statement      
include the following: (1) Bain Capital VI Coinvestment Fund, L.P., a Delaware  
limited partnership ("Coinvestment Fund"), (2) BCIP Associates II, a Delaware   
-----------------                   
general partnership ("BCIP II"), (3) BCIP Associates II-B, a Delaware general   
-------                             
partnership ("BCIP II-B"), (4) BCIP Associates II-C, a Delaware general         
---------                                           
partnership ("BCIP II-C"), (5) BCIP Trust Associates II, a Delaware general     
---------                                           
partnership ("BCIP Trust II"), (6) BCIP Trust Associates II-B, a Delaware       
-------------                                       
general partnership ("BCIP Trust II-B" and together with BCIP II, BCIP II-B,    
---------------                     
BCIP II-C, and BCIP Trust II, the "BCIP Entities"), (7) Brookside Capital       
   -------------
Partners Fund, L.P., a Delaware limited partnership ("Brookside"), (8) Sankaty  
                                     ---------
High Yield Asset Partners, L.P., a Delaware limited partnership ("Sankaty"), (9)
                                                           -------
Sankaty High Yield Partners II, L.P., a Delaware limited partnership ("Sankaty  
                                                                     -------
II") and (10) PEP Investments PTY Ltd., an Australian company limited by shares 
--                                                                              
organized under the laws of New South Wales ("PEP" and together with Fund VI    
               ---
Coinvestment Fund, the BCIP Entities, Brookside, Sankaty, Sankaty II, the "CLEC 
Members").                                                                      

         Bain Capital Partners VI, L.P., a Delaware limited partnership ("Bain
                                                                          ----
Partners VI") is the sole general partner of Fund VI and Coinvestment Fund. Bain
-----------                                                                     
Capital Investors VI, Inc., a Delaware corporation ("Bain Investors VI"), is the
                                           -----------------
sole general partner of Bain Partners VI. Mr. W. Mitt Romney is the sole        
shareholder, sole director, Chief Executive Officer and                         

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President of Bain Investors VI and thus is the controlling person of Bain       
Investors VI. The executive officers of Bain Investors VI are set forth on      
Schedule A hereto.                                                              

  Bain Capital, Inc., a Delaware corporation ("Bain Capital"), is the sole
                                ------------
managing partner of the BCIP entities. Mr. W. Mitt Romney is the sole           
shareholder, sole director, Chief Executive Officer and President of Bain       
Capital and thus is the controlling person of Bain Capital. The executive       
officers of Bain Capital are set forth on Schedule B hereto.                    

Brookside Capital Investors, L.P., a Delaware general partnership     
("Brookside Investors LP") is the sole general partner of Brookside. Brookside  
----------------------                                                      
Capital Investors, Inc., a Delaware Corporation ("Brookside Investors Inc.") is 
                                           -----------------------
the sole general partner of Brookside Investors LP. Mr. W. Mitt Romney is the   
sole shareholder, sole director, Chief Executive Officer and President of       
Brookside Investors Inc. and thus is the controlling person of Brookside        
Investors Inc.                                                                  

Sankaty High Yield Asset Investors, LLC, a Delaware limited liability 
company ("Sankaty LLC") is the sole general partner of Sankaty. Sankaty High    
-----------                                                 
Yield Asset Investors, Ltd., a Bermuda company ("Sankaty Ltd.") is the managing 
                             -----------
member of Sankaty LLC. Mr. W. Mitt Romney is the sole shareholder, a director   
and President of Sankaty Ltd. and thus is the controlling person of Sankaty,    
Ltd.                                                                            

    Sankaty High Yield Asset Investors II, LLC, a Delaware limited partnership
("Sankaty II LLC") is the general partner of Sankaty II. Sankaty Investors II,  
--------------                                                              
LLC, a Delaware limited liability company ("Sankaty Investors II") is the       
                            --------------------
managing member of Sankaty II LLC.                                              

By an Irrevocable Power of Attorney, dated August 17, 1998, previously
filed with the Commission via EDGAR, PEP has appointed Bain Capital and each of 
its officers its attorneys-in-fact, with full power and authority to act, with  
respect to certain matters, including the right to vote and dispose of          
securities owned by PEP.                                                        

(b)  The principal business address of the Reporting Person, the CLEC 
Members, Bain Partners VI, Bain Investors VI, Bain Capital, Brookside Investors 
LP, Brookside Investors Inc., Sankaty LLC, Sankaty II LLC and Sankaty Investors 
II is Two Copley Place Boston, Massachusetts 02116. The principal business      
address of Sankaty Ltd. is Reid House, 31 Church Street, Hamilton HM 12,        
Bermuda. The principal business address of PEP is Level 34, The Chifley Tower, 2
Chifley Square, Sydney, New South Wales, Australia.                             

    The principal business address of W. Mitt Romney and each of the executive
officers of Bain Investors VI and Bain Capital are set forth on Schedules A and 
B.                                                                              

 (c)  The principal business of Fund VI is that of an investment limited
partnership. The principal business of Bain Partners VI is that of general      
partner of Fund VI. The principal                                               

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business of Bain Investors VI is that of general partner of Bain Partners VI and
ultimate general partner of Fund VI. The principal occupation of Mr. W. Mitt    
Romney and each of the executive officers of Bain Investors VI is set forth on  
Schedule A hereto.                                                              

   The principal business of the BCIP entities is that of investment general
partnerships. The principal business of Bain Capital is that of a management    
company and managing partner of the BCIP Entities. The principal occupation of  
each of the executive officers of Bain Capital is set forth on Schedule B       
hereto.                                                                         

The principal business of Brookside is that of an investment limited  
partnership. The principal business of Brookside Investors LP is that of a      
general partner of Brookside. The principal business of Brookside Investors Inc.
is that of general partner of Brookside Investors LP and ultimate general       
partner of Brookside.                                                           

The principal business of Sankaty is that of an investment limited    
partnership. The principal business of Sankaty LLC is that of general partner of
Sankaty. The principal business of Sankaty Ltd. is that of managing member of   
Sankaty LLC and ultimate general partner Sankaty.                               

The principal business of Sankaty II is that of an investment limited 
partnership. The principal business of Sankaty II LLC is that of general partner
of Sankaty II. The principal business of Sankaty Investors II is that of a      
managing member of Sankaty II LLC and ultimate general partner of Sankaty II.   

   The principal business of PEP is that of an Australian investment company
limited by shares.                                                              

 (d)  None of the Reporting Person, CLEC Members, Bain Partners VI, Bain
Investors VI or its executive officers, Bain Capital or its executive officers, 
W. Mitt Romney, Brookside Investors LP, Brookside Investors, Inc. or its        
executive officers, Sankaty Investors, Sankaty Ltd. or its executive officers,  
Sankaty II LLC, Sankaty Investors II or its executive officers has, during the  
last five years, been convicted in a criminal proceeding (excluding traffic     
violations or similar misdemeanors).                                            

 (e)  None of the Reporting Person, CLEC Members, Bain Partners VI, Bain
Investors VI or its executive officers, Bain Capital or its executive officers, 
Sankaty Investors, Sankaty Ltd. or its executive officers, Sankaty II LLC,      
Sankaty Investors II or its executive officers, Brookside Investors, L.P.,      
Brookside Investors, Inc. or its executive officers, or W. Mitt Romney has,     
during the last five years, been a party to a civil proceeding of a judicial or 
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future         
violations of, or prohibiting or mandating activities subject to, federal or    
state securities laws or finding any violation with respect to such laws.       

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      (f)  Each of the Reporting Person, CLEC Members, Bain Partners VI,
Bain Investors VI, Bain Capital, Brookside Investors L.P., Brookside Investors  
Inc., Sankaty Investors, Sankaty II LLC, Sankaty Investors II is organized under
the laws of the State of Delaware. Mr. W. Mitt Romney and each of the executive 
officers listed on Schedule A and B is a citizen of the United States.          

Sankaty Ltd. is organized under the laws of Bermuda.        

     PEP is organized under the laws of the New South Wales Australia.

Item 3.   Source and Amount of Funds or Other Consideration.                    

CLEC Investors is party to a Stock Purchase Agreement (the  
"Agreement"), dated as of April 11, 2000, by and among the Company and the      
Persons listed on Schedule 1 attached thereto. As of the date of the Agreement, 
CLEC Investors purchased 100,000 shares of Series A Convertible Preferred Stock 
(the "Preferred Stock") using the working capital of its Members. As of April   
11, 2001, CLEC Investors will have received an additional 6,136 shares of       
Preferred Stock through paid in kind dividends which accrued on a quarterly     
basis for a total amount of 106,136 shares of Preferred Stock.                  

       As of April 11, 2001, the 106,136 shares of Preferred Stock will be
convertible into 3,032,467 shares of Common Stock based on a purchase price of  
$1,000.00 and a conversion price of $35.00. The Reporting Person did not borrow 
any funds to effectuate the transaction whereby the Reporting Person received   
securities which are the subject of this filing on Schedule 13D and plans to use
the working capital of its Members at such time as it converts its shares of    
Preferred Stock to Common Stock.                                                

Item 4.   Purpose of Transaction.                                               

       The shares of Common Stock covered by this Statement are being held
for investment purposes. The Reporting Person may assess the market for the     
purchase and sale of the Common Stock, as well as the Company's financial       
position and operations. Depending upon a continuing assessment and upon future 
developments and contingent upon restrictions contained in various agreements to
which CLEC Investors and the Company are parties, the Reporting Person may      
determine, from time to time or at any time, to acquire or to sell or otherwise 
dispose of some or all of the Common Stock. In making any such determination,   
the Reporting Person will consider their goals and objectives, other business   
opportunities available to them, as well as general economic and stock market   
conditions.                                                                     

         Pursuant to the Corporate Governance Agreement, dated as of April 11,
2000 (the "Corporate Governance Agreement"), entered into by certain Investors, 
including CLEC Investors, and management of the Company (collectively, the      
"Investors"), the Company increased the size of its Board of Directors from five
directors to seven directors and appointed two directors designated by the      
Investors. Currently, Michael A. Krupka, an officer of Bain                     

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Investment VI and Bain Capital, serves as a director of the Company. The        
Reporting Person intends to continue to participate in the management of the    
Company. The Investors maintain the contractual right to nominate two persons to
be included as nominees to the Board of Directors so long as they beneficially  
own at least 30 percent of the Common Stock issued or issuable upon conversion  
of the Series A Preferred Stock. For a more detailed description of the above   
arrangements, see the Corporate Goverance Agreement which is attached hereto as 
Exhibit 1 and is hereby incorporated by reference.                              

       Other than as stated herein, the Reporting Person does not have any
plans or proposals which relate to or would result in any of the following:     

  (a)  an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;

         (b)  a sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;                                                     

      (c)  any material change in the present capitalization or dividend
policy of the Company;                                                          

         (d)  any other material change in the Company's business or corporate
structure;                                                                      

 (e)  changes in the Company's charter, bylaws, or instruments
corresponding thereto or other actions which may impede the acquisition of      
control of the Company by any person;                                           

         (f)  causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorized to be quoted in an  
inter-dealer quotation system of a registered national securities association;  

          (g)  a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities      
Exchange Act of 1934; or                                                        

(h)  any action similar to any of those enumerated above.   

Item 5.   Interest in Securities of the Company.                                

(a) and (b) The Reporting Person, by virtue of its role as  
Administrative Member of CLEC Investors, may be deemed to own all 106,136 shares
of Preferred Stock held by CLEC Investors, which is convertible into 3,032,467  
shares or 21.88% of the Company's outstanding Common Stock based on 10,825,666  
shares outstanding as stated in the Company's quarterly report on Form 10-Q for 
the quarter ending September 30, 2000, filed with the Commission on             

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November 11, 2000. The reporting person disclaims beneficial ownership of all   
but the 1,293,290 shares or 9.33% of the Company's outstanding Common Stock of  
which it holds a pecuniary interest. The other CLEC Members may be deemed to    
beneficially own Common Stock of the Company based on their pro-rata share of   
membership interests in CLEC Investors. The Coinvestment Fund may be deemed to  
hold 50,226 shares of Series A Preferred Stock convertible into 1,435,030 shares
of Common Stock of the Company, representing 10.36% of Common Stock of the      
Company.                                                                        

  Bain Partners VI, as the sole general partner of Fund VI and the
Coinvestment Fund, may be deemed to share voting and dispositive power with     
respect to at least 2,728,320 shares of Common Stock of the Company,            
representing 19.69% of the Company's Common Stock, and as many as 3,032,467     
shares of Common Stock of the Company representing 21.88% of the Company's      
Common Stock.                                                                   

        Bain Investors VI, as the sole general partner of Bain Partners VI and
the ultimate general partner of Fund VI and the Coinvestment Fund, may be deemed
to share voting and dispositive with respect to at least 2,728,320 shares of    
Common Stock of the Company, representing 19.69% of the Company's Common Stock, 
and as many as 3,032,467 shares of Common Stock of the Company representing     
21.88% of the Company's Common Stock. The filing of this statement by Bain      
Partners VI and Bain Investors VI shall not be construed as an admission that   
Bain Partners VI or Bain Investors VI is, for the purpose of Section 13(d) of   
the Exchange Act, the beneficial owner of such shares held by Fund VI and the   
Coinvestment Fund.                                                              

         The BCIP Entities, by virtue of their membership in CLEC Investors, may
be deemed to beneficially own 118,722 shares or .857% of the Company's          
outstanding Common Stock (based on the conversion of 4,155 shares of Preferred  
Stock). BCIP II may be deemed to beneficially own 2,755 shares of Preferred     
Stock, convertible into 78,711 shares of Common Stock of the Company, or .568%  
of Common Stock of the Company. BCIP Trust II may be deemed to beneficially own 
333 shares of Preferred Stock, convertible into 9,522 shares of Common Stock of 
the Company, or .069% of Common Stock of the Company. BCIP II-B may be deemed to
beneficially own 448 shares of Preferred Stock, convertible into 12,791 shares  
of Common Stock of the Company, or .092% of Common Stock of the Company. BCIP   
Trust II-B may be deemed to beneficially own 165 shares of Preferred Stock,     
convertible into 4,719 shares of Common Stock of the Company, or .034% of Common
Stock of the Company. BCIP II-C may be deemed to beneficially own 455 shares of 
Preferred Stock, convertible into 12,979 shares of Common Stock of the Company, 
or .094% of Common Stock of the Company.                                        

      PEP, by virtue of its membership in CLEC Investors, may be deemed to
beneficially own 151 shares of Preferred Stock convertible into 4,312 shares of 
Common Stock of the Company or .031% of the Company's Common Stock. Bain        
Capital, as the sole managing partner of the BCIP Entities and Attorney-in-Fact 
for PEP, may be deemed to share voting and dispositive power with respect to the
123,034 shares which may be deemed to be held by the                            

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BCIP Entities and PEP by virtue of their membership in CLEC Investors. The      
filing of this statement by Bain Capital shall not be construed as an admission 
that Bain Capital is, for the purpose of Section 13(d) of the Exchange Act, the 
beneficial owner of such shares held by the BCIP Entities or PEP .              

         Brookside, by virtue of its membership in CLEC Investors, may be deemed
to beneficially own 3,696 shares of Preferred Stock of the Company convertible  
into 105,606 shares or .762% of the Company's outstanding Common Stock.         

       Brookside Investors LP, as the sole general partner of Brookside, may
be deemed to share voting and dispositive power with respect to the 105,606     
shares which may be deemed to be held by Brookside by virtue of its membership  
in CLEC Investors.                                                              

    Brookside Investors Inc., as the sole general partner of Brookside
Investors LP and ultimate general partner of Brookside, may be deemed to share  
voting and dispositive power with respect to the 105,606 shares which may be    
deemed to be held by Brookside. The filing of this statement by Brookside       
Investors L.P. and Brookside Investors Inc. shall not be construed as an        
admission that Brookside Investors L.P. and Brookside Investors Inc. are, for   
the purpose of Section 13(d) of the Exchange Act, the beneficial owners of such 
shares held by Brookside.                                                       

       Sankaty, by virtue of its membership in CLEC Investors, may be deemed
to beneficially own 528 shares of Preferred Stock convertible into 15,087 shares
or .109% of the Company's outstanding Common Stock.                             

       Sankaty LLC, as the sole general partner of Sankaty, may be deemed to
share voting and dispositive power with respect to the 15,087 shares which may  
be deemed to be held by Sankaty.                                                

  Sankaty Ltd., as the managing member of Sankaty LLC and ultimate
general partner of Sankaty, may be deemed to share voting and dispositive power 
with respect to the 15,087 shares which may be deemed to be held by Sankaty. The
filing of this statement by Sankaty Ltd. shall not be construed as an admission 
that Sankaty LLC and Sankaty Ltd. are, for the purpose of Section 13(d) of the  
Exchange Act, the beneficial owners of such shares held by Sankaty.             

   Sankaty II, by virtue of its membership in CLEC Investors, may be
deemed to beneficially own 1,584 shares of Preferred Stock of the Company, which
is convertible into 45,260 shares or .327% of the Company's outstanding Common  
Stock.                                                                          

   Sankaty II LLC, as the sole general partner of Sankaty II, may be
deemed to share voting and dispositive power with respect to the 45,260 shares  
of Common Stock which may be deemed to be held by Sankaty II by virtue of its   
membership in CLEC Investors.                                                   

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      Sankaty Investors II, as the managing member of Sankaty II LLC and
ultimate general partner of Sankaty, may be deemed to share voting and          
dispositive power with respect to the 45,260 shares which may be deemed to be   
held by Sankaty II. The filing of this statement by Sankaty II LLC and Sankaty  
Investors II shall not be construed as an admission that Sankaty II LLC and     
Sankaty Investors II are, for the purpose of Section 13(d) of the Exchange Act, 
the beneficial owners of such shares held by Sankaty II.                        

 Mr. W. Mitt Romney, in his capacity as sole shareholder, sole
director, Chief Executive Officer and President of Bain Investors VI, Bain      
Capital, Brookside Investors Inc. and Sankaty Investors II and in his capacity  
as sole shareholder, a director and President of Sankaty Ltd may be deemed to   
share voting and dispositive power with respect to the shares held by CLEC      
members. The filing of this statement by Mr. W. Mitt Romney shall not be        
construed as an admission that he is, for the purpose of Section 13(d) of the   
Exchange Act, the beneficial owner of such shares based on their pro-rata share 
of membership interests in CLEC.                                                

(c)  Not applicable                                         

          (d)  The Reporting Person, as Administrative Member of CLEC Investors,
has the power to direct the receipt of dividends from or the proceeds from the  
sale of such shares of Common Stock to the CLEC Members based on their pro-rata 
share of membership interests in CLEC Investors. The Reporting Person and CLEC  
Members have the right to receive dividends or the proceeds from the sale of    
such shares of Common Stock. The interest held by Fund VI and Coinvestment Fund 
relates to 5% or more of the Common Stock.                                      

(e)  Not applicable.                                        

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect  
to Securities of the Company.                     

      The Reporting Person is party to the following contracts, agreements
and understandings with respect to securities of the Company:                   

 (i)  Corporate Goverance Agreement. Pursuant to the Corporate
Goverance Agreement, entered into as of April 11, 2000 by the Company and       
certain Investors (including CLEC Investors) and management of the Company,     
(collectively, "Investors") the Company increased the size of its Board of      
Directors from five directors to seven directors and appointed two directors    
designated by the Investors. The Investors maintain the right to nominate two   
persons to be included as nominees for election to the Board of Directors so    
long as they beneficially own 30% of the Common Stock issued or issuable upon   
conversion of the Series A Preferred Stock.                                     

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   (ii) Limited Liability Company Agreement. Pursuant to the Limited
Liability Company Agreement of CLEC, dated as of April 11, 2000 by and among the
Reporting Person, Coinvestment Fund, the BCIP Entities, PEP, Brookside, Sankaty,
Sankaty II and RGIP LLC, the Reporting Person currently has the ability to      
control the disposition of shares of US LEC held by CLEC.                       

   (iii) Registration Rights Agreement. Pursuant to the terms of the
Registration Rights Agreement, the parties have the right to require the Company
to register the shares of Common Stock issuable upon conversion of the Series A 
Preferred Stock. At any time after the one year anniversary of the Closing Date,
the Company will be required to file a registration statement on Form S-3 upon  
demand. If Form S-3 is not available at that time, then the Company will file a 
Registration Statement on such form then available to effect a registration of  
the Registerable Securities, subject to the consent of the investor. The Company
will not be required to file more than three such demand registration           
statements. Pursuant to the terms of the Registration Rights Agreement, the     
holders of Registerable Securities have unlimited "piggyback" registration      
rights subject to underwriters' cutbacks.                                       

Item 7.  Material to be Filed as Exhibits.                                      

    1.  Corporate Governance Agreement, dated April 11, 2000, which is
attached as Exhibit 1 hereto.                                                   

         2.  Limited Liability Company Agreement of Bain Capital CLEC Investors,
LLC, dated as of April 11, 2000, which is attached as Exhibit 2 hereto.         

   3.  Registration Rights Agreement, dated April 11, 2000, which is
attached as Exhibit 3 hereto.                                                   

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SIGNATURES  

       After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Statement is   
true, complete and correct.                                                     

Dated:  February 20, 2001                                                       

BAIN CAPITAL FUND VI, L.P.  
                   By: Bain Capital Partners VI, L.P., its general
partner             
                         By: Bain Capital Investors VI Inc., its general
partner       

By /s/ Michael Krupka 
          --------------------------
Michael Krupka  
 Managing Director

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                                                                      SCHEDULE A
                                                                      ----------

EXECUTIVE OFFICERS OF 
BAIN CAPITAL INVESTORS VI, INC..  

Name/Title                 Business Address              Principal Occupation 
----------                 ----------------              -------------------- 
W. Mitt Romney,             Two Copley Place              Managing Director of  
Chief Executive Officer,    Boston, MA 02116              Bain Capital, Inc.    
President and Managing                                                          
Director                                                                        
Joshua Bekenstein,          Two Copley Place              Managing Director of  
Treasurer and Managing      Boston, MA 02116              Bain Capital, Inc     
Director                                                                        
Stephen Pagliuca,           Two Copley Place              Managing Director of  
Secretary and Managing      Boston, MA 02116              Bain Capital, Inc.    
Director                                                                        
Edward W. Conard,           Two Copley Place              Managing Director of  
Director                    Boston, MA 02116              Bain Capital, Inc.    
Paul B. Edgerley,           Two Copley Place              Managing Director of  
Managing Director           Boston, MA 02116              Bain Capital, Inc.    
Robert C. Gay,              Two Copley Place              Managing Director of  
Managing Director           Boston, MA 02116              Bain Capital, Inc.    
Michael A. Krupka,          Two Copley Place              Managing Director of  
Managing Director           Boston, MA 02116              Bain Capital, Inc.    

Jonathan Lavine,            Two Copley Place              Managing Director of  
Managing Director           Boston, MA 02116              Bain Capital, Inc.    
Ronald P. Mika,             Two Copley Place              Managing Director of  
Managing Director           Boston, MA 02116              Bain Capital, Inc.    
Mark E. Nunnelly,           Two Copley Place              Managing Director of  
Managing Director           Boston, MA 02116              Bain Capital, Inc.    
Dwight M. Poler,            Two Copley Place              Managing Director of  
Managing Director           Boston, MA 02116              Bain Capital, Inc.    

Joseph P. Pretlow,          Two Copley Place              Managing Director of  
Managing Director           Boston, MA 02116              Bain Capital, Inc.    
Robert F. White,            Two Copley Place              Managing Director of  
Managing Director           Boston, MA 02116              Bain Capital, Inc.    

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                                                              SCHEDULE B
                                                              ----------

EXECUTIVE OFFICE RS OF  
BAIN CAPITAL, I  NC.    

Name/Title                  Business Address             Principal Occupation   
----------                  ----------------             --------------------   
W. Mitt Romney,             Two Copley Place             Managing Director of   
Chief Executive Officer,    Boston, MA 02116             Bain Capital, Inc.     
President and Managing                                                          
Director                                                                        
Joshua Bekenstein,          Two Copley Place             Managing Director of   
Treasurer and Managing      Boston, MA 02116             Bain Capital, Inc      
Director                                                                        
Stephen Pagliuca,           Two Copley Place             Managing Director of   
Secretary and Managing      Boston, MA 02116             Bain Capital, Inc.     
Director                                                                        
Roy Edgar Brakeman, III,    Two Copley Place             Managing Director of   
Managing Director           Boston, MA 02116             Bain Capital, Inc.     
Edward W. Conard,           Two Copley Place             Managing Director of   
Managing Director           Boston, MA 02116             Bain Capital, Inc.     
John P. Connaughton,        Two Copley Place             Managing Director of   
Managing Director           Boston, MA 02116             Bain Capital, Inc.     
Paul B. Edgerley,           Two Copley Place             Managing Director of   
Managing Director           Boston, MA 02116             Bain Capital, Inc.     
Domenic J. Ferrante,        Two Copley Place             Managing Director of   
Managing Director           Boston, MA 02116             Bain Capital, Inc.     
Robert C. Gay,              Two Copley Place             Managing Director of   
Managing Director           Boston, MA 02116             Bain Capital, Inc.     
Michael A. Krupka,          Two Copley Place             Managing Director of   
Managing Director           Boston, MA 02116             Bain Capital, Inc.     

Jonathan S. Lavine,         Two Copley Place             Managing Director of   
Managing Director           Boston, MA 02116             Bain Capital, Inc.     

Ronald P. Mika,             Two Copley Place             Managing Director of   
Managing Director           Boston, MA 02116             Bain Capital, Inc.     
Mark E. Nunnelly,           Two Copley Place             Managing Director of   
Managing Director           Boston, MA 02116             Bain Capital, Inc.     
Dwight M. Poler,            Two Copley Place             Managing Director of   
Managing Director           Boston, MA 02116             Bain Capital, Inc.     

Joseph P. Pretlow,          Two Copley Place             Managing Director of   
Managing Director           Boston, MA 02116             Bain Capital, Inc.     
Robert F. White,            Two Copey Place              Managing Director of   
Managing Director           Boston, MA 02116             Bain Capital, Inc.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 13D Filing	Date	First	Last	Other Filings

	8/17/98	4		S-8
	4/11/00	6	11	8-K
	9/30/00	7		10-Q
	11/11/00	8
	2/11/01	1
Filed On / Filed As Of	2/20/01	12
	4/11/01	6

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Bain Capital Fund VI LP · SC 13D · US Lec Corp · On 2/20/01

Filed On 2/20/01 5:18pm ET · SEC File 5-54177 · Accession Number 927016-1-1009

General Statement of Beneficial Ownership · Schedule 13DFiling Table of Contents

SC 13D · General Statement of Beneficial OwnershipDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

General Statement of Beneficial Ownership · Schedule 13D
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