APPENDIX LINE SHARING

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							              EXHIBIT C

TERMS AND CONDITIONS FOR LINE SHARING
Exhibit C                                                         Terms and Conditions for Line Sharing


                                                 TABLE OF CONTENTS



1     INTRODUCTION ...................................................................................................................... 3

2     DEFINITIONS ........................................................................................................................... 3

3 GENERAL TERMS AND CONDITIONS RELATED TO UNBUNDLED HFPL AND LINE
SPLITTING ...................................................................................................................................... 4

4     HFPL AND LINE SPLITTING NETWORK ELEMENTS .......................................................... 4

5     LOOP OFFERING .................................................................................................................... 5

6     OSS .......................................................................................................................................... 6

7     PROVISIONING ....................................................................................................................... 7

8     SERVICE QUALITY AND MAINTENANCE ............................................................................ 7

9     HFPL: SPLITTER OWNERSHIP AND RESPONSIBILITIES ................................................ 10

10        LINE SHARE TURN-UP TESTING PROCEDURES.......................................................... 13

11        SPECTRUM MANAGEMENT ............................................................................................ 13




                                                                        2
Exhibit C                               Terms and Conditions for Line Sharing



1      INTRODUCTION

       1.1   This Exhibit C sets forth the terms and conditions under which Ameritech-
             Wisconsin will provide MCIW with unbundled line-shared high frequency portion
             of the loop (“HFPL”) Unbundled Network Elements, and associated terms and
             conditions, that Ameritech-Wisconsin will offer to MCIW for MCIW to use to
             provide HFPL to its customers. In addition to the terms and conditions of this
             Exhibit C, Ameritech-Wisconsin shall make unbundled HFPL Network Elements
             available to MCIW in accordance with applicable terms and conditions of the
             Agreement and Exhibit B of this Assignment and Amendment to the
             Interconnection   Agreement      Between     Ameritech-Wisconsin        and     MCI
             WORLDCOM Communications, Inc. for the state of Wisconsin, which are hereby
             incorporated into this Exhibit C by this reference. In the event of a conflict
             between the terms of this Exhibit C and Exhibit B, or between this Exhibit C and
             the Agreement, the Parties agree that the terms of this Exhibit C shall control.

       1.2   The Parties agree that final outcomes from the SBC 13-State Line Sharing
             Collaborative may, at MCIW’s request, be incorporated into this Exhibit C and
             that the Parties will negotiate in good faith to arrive at an agreement on
             conforming modifications. If negotiations for such amendments fail, either Party
             may seek to resolve such disputes in accordance with the Dispute Resolution
             and Escalation requirements of this Agreement.

       1.3   MCIW may provide voice and data services over the same loop by engaging in
             “line splitting” as set forth in paragraph 323-29 of the FCC’s Texas 271 Order
             (CC Docket 00-65 (FCC 00-238), released June 30, 2000). Consistent with that
             Order, Ameritech-Wisconsin shall not be required to provide low frequency voice
             service to CLEC “A” and high frequency data service to CLEC “B” on the same
             loop. Any line splitting between two CLECs shall be accomplished between
             those parties and shall not utilize the HFPL product, as defined in this Appendix
             Line Sharing, or any Ameritech-Wisconsin splitters. MCIW shall provide any
             splitters used for line splitting. To implement line splitting, MCIW may order,
             including using supporting OSS, loops, unbundled switching, collocator-to-
             collocator connections, and available cross-connects, under the terms and
             conditions set forth in this Agreement.

       1.4   The Parties enter into this Exhibit C without waiving current or future relevant
             legal rights and without prejudicing any position either Party may take on relevant
             issues before industry forums and collaboratives, state or federal regulatory or
             legislative bodies, or courts of competent jurisdiction.

       1.5   Ameritech-Wisconsin shall provide MCIW with the Network Elements, and
             reporting associated with such Network Elements, described in this Exhibit C, in
             accordance with the requirements set forth in Section 1.4 of Exhibit B of this
             Amendment.

2      DEFINITIONS

       2.1   Terms not defined herein shall have the meaning set forth in Exhibit B of this
             Amendment or in the Agreement.

       2.2   “Digital Added Main Line” or “DAML” is a technology employed to derive multiple
             voice-grade POTS circuits from a single copper pair.

       2.3   Intentionally Omitted.



                                             3
Exhibit C                               Terms and Conditions for Line Sharing



       2.4   “High Frequency Portion of the Loop” (“HFPL”) is defined as the frequency above
             the voice band on a copper loop facility that is being used to carry traditional
             POTS analog circuit-switched voice band transmissions. The FCC’s Third Report
             and Order in CC Docket No.98-147 and Fourth Report and Order in CC Docket
             No. 96-98 (rel. December 9, 1999) (the “Line Sharing Order”) references the
             voice band frequency of the spectrum as 300 to 3000 Hertz (and possibly up to
             3400 Hertz) and provides that DSL technologies which operate at frequencies
             generally above 20,000 Hertz will not interfere with voice band transmission.
             Ameritech-Wisconsin shall only make the HFPL available to MCIW in those
             instances where Ameritech-Wisconsin is also providing retail POTS (voice band
             circuit switched) service on the same local loop facility to the same end user
             customer.

       2.5   Intentionally Omitted.

       2.6   “Line Share Turn-Up Test” shall be defined as testing for HFPL by the Parties as
             more specifically described in Section 10 in accordance with the Line Share
             Turn-Up Test in the CLEC Handbook under the Line Share User Guide Manual
             and Technical Publication Section.

       2.7   Intentionally Omitted.

       2.8   “Splitter” is a device that divides the data and voice signals concurrently moving
             across a Loop, directing the voice traffic through copper tie cables to the switch
             and the data traffic through another pair of copper tie cables to multiplexing
             equipment for delivery to a packet-switched network. The Splitter may be directly
             integrated into the Digital Subscriber Line Access Multiplexer (“DSLAM”)
             equipment or may be externally mounted.

3      GENERAL TERMS AND CONDITIONS RELATED TO UNBUNDLED HFPL AND LINE
       SPLITTING

       3.1   In addition to the general terms and conditions set forth in this Section 3,
             Ameritech-Wisconsin shall make HFPL and Line Splitting available to MCIW in
             accordance with the terms and conditions of Section 4 of Exhibit B of this
             Amendment.

       3.2   Ameritech-Wisconsin will provide HFPL and Line Splitting for MCIW to deploy
             xDSL technologies Presumed Acceptable For Deployment or Non-Standard
             xDSL-Based Technology as defined in Exhibit B of this Amendment. Ameritech-
             Wisconsin will not impose limitations on the transmission speeds of xDSL
             services; provided, however, that Ameritech-Wisconsin does not guarantee
             transmission speeds, available bandwidth nor imply any service level.
             Consistent with the FCC’s Line Sharing Order, MCIW may only deploy xDSL
             technologies using HFPL or Line Splitting when the HFPL or the Line Splitting
             does not interfere with analog voice band transmission.

4      HFPL AND LINE SPLITTING NETWORK ELEMENTS

       4.1   Intentionally Omitted.

       4.2   When Ameritech-Wisconsin is the provider of retail POTS analog voice service
             on the same Loop to the same end user customer, Ameritech-Wisconsin shall
             provide MCIW with HFPL access on that same Loop, provided that such Loop




                                            4
Exhibit C                               Terms and Conditions for Line Sharing


             meets the Loop requirements as defined in Section 4 of Exhibit B of this
             Amendment.

       4.3   Intentionally Omitted.

       4.4   Use of High Bandwidth Services Supplier. MCIW may identify one or more
             CLECs as an authorized High Bandwidth Service Supplier (“HBSS”), authorized
             by MCIW to add, change or delete High Bandwidth Services capabilities on a
             xDSL-capable Loop employed or ordered by MCIW. If MCIW chooses to utilize
             HBSSs under this section, the orders issued by the HBSS must appear, in all
             ways, as if the orders were submitted by MCIW. For orders submitted under this
             Appendix Line Sharing, Ameritech-Wisconsin will treat the order in exactly the
             same manner as if MCIW, and not a third party, submitted the order.

       4.5   Intentionally Omitted.

5      LOOP OFFERING

       5.1   Sub-Loop: In locations where Ameritech-Wisconsin has deployed: (1) DLC
             systems and an uninterrupted copper loop is replaced with a fiber segment or
             shared copper in the distribution section of the loop; (2) DAML technology; or (3)
             entirely fiber optic facilities to the end user customer Ameritech-Wisconsin will
             make the following options available to MCIW:

             5.1.1   Where spare or dead count copper facilities are available, and the
                     facilities meet the necessary technical requirements for the provisioning
                     of DSL, MCIW has the option of requesting that Ameritech-Wisconsin
                     make copper facilities available.

             5.1.2   MCIW has the option of collocating a DSLAM in, or adjacent to,
                     Ameritech-Wisconsin Remote Terminal at the fiber/copper interface
                     point, pursuant to collocation terms and conditions. When MCIW
                     collocates its DSLAM at, or adjacent to, Ameritech-Wisconsin Remote
                     Terminals, Ameritech-Wisconsin will provide MCIW with unbundled
                     access to subloops to allow MCIW to access the copper wire portion of
                     the loop.

             5.1.3   Where MCIW is unable to obtain spare or dead count copper loops
                     necessary to provision a DSL service, and Ameritech-Wisconsin has
                     placed a DSLAM in the Remote Terminal, Ameritech-Wisconsin must
                     unbundle and provide access to its DSLAM

             5.1.4   When requested by MCIW, Ameritech-Wisconsin will remove DAML as a
                     part of line conditioning when it is unable to obtain a spare copper loop
                     necessary to provision a DSL service, of such removal affects only one
                     (1) customer and the customer agrees to such removal. MCIW will pay
                     Ameritech-Wisconsin the rate for removal of such DAML as provided in
                     paragraph 5 of this Amendment.

       5.2   When Ameritech Wisconsin traditional retail POTS services are disconnected (as
             opposed to suspended), Ameritech Wisconsin will notify MCIW that the voice
             service has been disconnected and MCIW has three (3) business days from such
             notification to convert from a Line Sharing Circuit (HFPL) to a full stand alone
             xDSL UNE loop or disconnect use of the HFPL at MCIW's option. Absent a
             request from MCIW to disconnect use of the HFPL within three (3) business days
             of such notification from Ameritech Wisconsin, Ameritech Wisconsin will



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Exhibit C                                 Terms and Conditions for Line Sharing


               automatically disconnect the FHPL loop. In the event the HFPL is converted to a
               full stand alone UNE loop, Ameritech Wisconsin will not cause or require any
               interruption in service (except as provided below) to execute the loop access
               status change, unless otherwise requested by MCIW.

       5.3     Ameritech-Wisconsin shall not be required to obtain the prior written consent of
               MCIW before migrating an end user customer who is presently receiving MCIW’s
               data services; provided, however, Ameritech-Wisconsin shall not decommission
               an old copper loop when to do so eliminates MCIW’s ability to offer, or to
               continue to provide, DSL service subject to the following conditions:

               5.3.1   Ameritech-Wisconsin shall not be restricted from decommissioning the
                       copper line if the existing DSL customer and/or MCIW elects not to
                       purchase and pay for the entire UNE copper loop.

               5.3.2   If, however, the existing MCIW DSL customer and MCIW elect to pay for
                       the entire UNE copper loop (and thereby to continue DSL service over
                       the existing copper line even when the customer’s voice service is
                       transported over a fiber portion of the loop), Ameritech-Wisconsin may
                       not decommission the copper line until rates, terms and conditions for
                       transport over fiber have been negotiated, mediated and/or arbitrated by
                       the Parties under the Act. In addition, Ameritech-Wisconsin will continue
                       to reasonably maintain copper lines so MCIW has the ability to offer, or
                       continue to provide, xDSL service. Ameritech-Wisconsin may, in the
                       normal course of maintenance and upgrades, reuse existing copper for
                       other purposes, but only if the copper stays in its existing location and
                       continues to be available for use by MCIW (e.g., not if reuse requires
                       removing the copper and placing it in a different geographic area).

       5.4     Intentionally Omitted.

       5.5     HFPL is not available in conjunction with a combination of network elements
               known as the platform or UNE-P (including loop and switch port combinations) or
               unbundled local switching or any arrangement where Ameritech-Wisconsin is not
               the retail POTS provider. In the event that the FCC issues an order requiring
               Ameritech-Wisconsin to provision access to the HFPL as part of a UNE-P,
               Ameritech-Wisconsin shall comply with such order when effective and without
               delay. Any Ameritech-Wisconsin Amendment implementing such an FCC ruling
               must provide that the service is available to begin consistent with any date
               ordered by the FCC and will become effective when filed at the Commission,
               unless otherwise ordered by the Commission.

       5.6     Ameritech-Wisconsin shall not be required to provide narrowband service to
               CLEC “A” and broadband service to CLEC “B” on the same loop. Any Line
               Sharing between two CLECs shall be accomplished between those Parties and
               shall not utilize any Ameritech-Wisconsin splitters, or require modifications to
               Ameritech-Wisconsin’s OSS systems to facilitate line sharing between such
               CLECs.

6      OSS

Ameritech-Wisconsin shall provide MCIW with OSS access and information for HFPL and Line
Splitting in accordance with the applicable terms and conditions of Exhibit B of this Amendment
and applicable provisions of the Agreement.




                                              6
Exhibit C                               Terms and Conditions for Line Sharing


7      PROVISIONING

       7.1   In addition to the terms and conditions of this section, Ameritech-Wisconsin shall
             provide MCIW with provisioning for HFPL and Line Splitting, when applicable, in
             accordance with the terms and conditions of Exhibit B of this Amendment.

       7.2   For HFPL, if MCIW’s requested conditioning will significantly degrade the
             customer’s analog voice service, Ameritech-Wisconsin is not required to
             condition a Loop. However, should Ameritech-Wisconsin refuse MCIW’s request
             to condition a Loop, Ameritech-Wisconsin will make an affirmative showing to the
             Commission that conditioning the specific Loop in question will significantly
             degrade voice band services. Provisioning intervals for HFPL are the same as
             those set forth in Section 6 of Exhibit B of this Amendment.

8      SERVICE QUALITY AND MAINTENANCE

       8.1   If requested by MCIW, the Parties shall perform Line Share Turn-up Testing on
             HFPL in accordance with the requirements set forth in the Line Share Turn Up
             Test in the CLEC Handbook under the Line Share User Guide Manual and
             Technical Publication Section.

       8.2   Narrowband/voice service: If the narrowband, or voice, portion of a Loop
             becomes significantly degraded due to the broadband or high frequency portion
             of the loop, certain procedures as detailed below will be followed to restore the
             narrowband, or voice service. Should only the narrowband or voice service be
             reported as significantly degraded or out of service, Ameritech-Wisconsin shall
             repair the narrowband portion of the Loop without disturbing the broadband
             portion of the Loop. Ameritech-Wisconsin and MCIW agree to coordinate in
             good faith any Splitter testing, repair and maintenance that will significantly
             impact the service provided by the other Party. In no event will Ameritech-
             Wisconsin perform any Splitter testing, repair or maintenance that interrupts the
             flow of data to a MCIW customer without first attempting to coordinate with MCIW
             to reach a mutually acceptable time for the necessary testing, repair or
             maintenance work to occur; provided, however, if after attempts at reasonable
             coordination have been made by Ameritech-Wisconsin without resolution,
             Ameritech-Wisconsin may restore narrowband voice service without MCIW’s
             approval.

             8.2.1   Ameritech-Wisconsin will offer a 24-hour clearing time, excluding
                     weekends and holidays, on trouble reports referred by MCIW and found
                     to be in the Central Office. If Ameritech-Wisconsin isolates a trouble
                     (causing significant degradation or out of service condition to the POTS
                     service) to the HFPL caused by MCIW data equipment or MCIW-owned
                     Splitter, Ameritech-Wisconsin will attempt to notify MCIW and request a
                     trouble ticket and committed restoration time for clearing the reported
                     trouble (no longer than 24 hours). MCIW will allow the customer the
                     option of restoring the POTS service if the customer is not satisfied with
                     the repair interval provided by MCIW. If the customer chooses to have
                     the POTS service restored until such time as the HFPL problem can be
                     corrected and notifies either MCIW or Ameritech-Wisconsin (or if MCIW
                     has failed to restore service within 24 hours), either Party will notify the
                     other and provide contact names prior to Ameritech-Wisconsin cutting
                     around the POTS Splitter/DSLAM equipment to restore POTS. When
                     MCIW resolves the trouble condition in its equipment, MCIW will contact
                     Ameritech-Wisconsin to restore the HFPL portion of the loop. In the




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Exhibit C                                Terms and Conditions for Line Sharing


                     event the trouble is identified and corrected in MCIW equipment,
                     Ameritech-Wisconsin will charge MCIW upon closing the trouble ticket.

       8.3   Splitter Maintenance

             8.3.1   Ameritech-Wisconsin is responsible for all testing, repair and
                     maintenance of facilities and equipment on its side of the Splitter and
                     MCIW is responsible for all testing, repair and maintenance of facilities
                     and equipment on its side of the Splitter.

             8.3.2   Ameritech-Wisconsin and MCIW agree to coordinate in good faith any
                     Splitter testing, repair and maintenance that will significantly impact the
                     service provided by the other Party. In no event will Ameritech-Wisconsin
                     perform any Splitter testing, repair or maintenance that interrupts the flow
                     of data to a MCIW customer without first coordinating with MCIW to
                     reach a mutually acceptable time for the necessary testing, repair or
                     maintenance work to occur. As a last resort, Ameritech-Wisconsin may
                     restore voice service without MCIW’s approval, where Ameritech-
                     Wisconsin is the voice provider. When MCIW reports trouble in an
                     Ameritech-Wisconsin owned Splitter to Ameritech-Wisconsin and
                     Ameritech-Wisconsin finds no trouble with such Splitter, if MCIW
                     subsequently dispatches a technician who determines that the trouble is
                     with Ameritech-Wisconsin’s Splitter, then Ameritech-Wisconsin shall pay
                     MCIW for the cost of dispatching MCIW’s technician.

             8.3.3   Procedures and Access. Ameritech-Wisconsin will provide resolution of
                     MCIW-referred trouble tickets for the HFPL in parity with repair intervals
                     Ameritech-Wisconsin provides its advanced services affiliates for the
                     HFPL.

                     8.3.3.1 If MCIW opens a trouble ticket for the HFPL portion of the loop to
                             Ameritech-Wisconsin and the problem is determined to be in
                             MCIW’s network, MCIW will pay Ameritech-Wisconsin the
                             applicable commissioned-ordered tariffed rate for trouble
                             isolation, maintenance, and repair, as specified in herein) upon
                             closing the trouble ticket.

                     8.3.3.2 Ameritech-Wisconsin Owned Splitter

                             8.3.3.2.1    When Ameritech-Wisconsin owns the Splitter and
                                          has not placed such Splitter in a common area with
                                          MCIW access, Ameritech-Wisconsin shall conduct
                                          any necessary repair work within 24 hours
                                          (excluding weekends and holidays), or work with
                                          MCIW to allow MCIW test access, at MCIW’s option.

                             8.3.3.2.2    When Ameritech-Wisconsin owns the Splitter and
                                          provides MCIW with test access to the Splitter,
                                          Ameritech-Wisconsin will permit MCIW to perform
                                          testing, and will provide MCIW with access to the
                                          Splitter twenty-four (24) hours a day, seven (7) days
                                          a week.

                             8.3.3.2.3    Ameritech-Wisconsin will offer a 24-hour clearing
                                          time, excluding weekends and holidays, or parity
                                          with the repair intervals Ameritech-Wisconsin



                                             8
Exhibit C                       Terms and Conditions for Line Sharing


                                provides its advanced services affiliates, whichever
                                is less, for trouble reports on the HFPL only referred
                                by MCIW where the voice service has not been
                                impacted after such trouble has been isolated to the
                                Ameritech-Wisconsin central office.

            8.3.3.3 MCIW-Owned Splitter.

                   8.3.3.3.1    When MCIW owns the Splitter, MCIW is responsible
                                for performing maintenance, repair and testing on
                                the Splitter.

                   8.3.3.3.2    If Ameritech-Wisconsin isolates a trouble (causing
                                significant degradation or out of service condition to
                                the POTS service) caused by MCIW data equipment
                                or splitter, Ameritech-Wisconsin will notify MCIW and
                                request a trouble ticket and a committed restoration
                                time from MCIW for clearing the reported trouble.

                   8.3.3.3.3    MCIW shall not rearrange or modify the retail POTS
                                within its equipment in any way beyond the original
                                HFPL service.

            8.3.3.4 Test Head

                   8.3.3.4.1    Ameritech-Wisconsin will provide MCIWs access to
                                its legacy Mechanized Loop Testing (MLT) system
                                and its inherent testing functions. Prior to a MCIW
                                utilizing MLT intrusive test scripts, MCIW must have
                                established data service on that loop and have
                                specifically informed the customer that service
                                testing will interrupt both the data and voice
                                telephone services served by that line. MCIW may
                                not perform intrusive testing without having first
                                obtained the express permission of the end user
                                customer and the name of the person providing such
                                permission.      MCIW shall make a note on the
                                applicable screen space of the name of the end user
                                customer providing permission for such testing
                                before initializing any intrusive test or so note such
                                information on MCIW’s trouble documentation for
                                non-mechanized tests.

                   8.3.3.4.2    MCIW hereby agrees to assume any and all liability
                                for any such intrusive testing it performs, including
                                the payment of all costs associated with any
                                damage,      service     interruption,   or     other
                                telecommunications service degradation or damage
                                to Ameritech-Wisconsin facilities and hereby agrees
                                to release, defend and indemnify Ameritech-
                                Wisconsin, and hold Ameritech-Wisconsin harmless,
                                from any claims for loss or damages, including but
                                not limited to direct, indirect or consequential
                                damages, made against Ameritech-Wisconsin by an
                                end user customer, any telecommunications service




                                   9
Exhibit C                                Terms and Conditions for Line Sharing


                                          provider or telecommunications user relating to such
                                          testing by MCIW.

                             8.3.3.4.3    MCIW shall have physical and/or remote test access
                                          to new test capabilities on the same terms and
                                          conditions (parity treatement) as Ameritech-
                                          Wisconsin provides to other CLECs should such
                                          new test capabilities be developed. MCIW shall
                                          have physical and/or remote test access as
                                          specified in herein.

                     8.3.3.5 Either Party may offer the end user customer the option of
                             restoring the POTS line if the end user customer is not satisfied
                             with the repair interval provided by MCIW. If the end user
                             customer chooses to have the POTS line restored before the
                             HFPL problem can be corrected and notifies either MCIW or
                             Ameritech-Wisconsin, the contacted Party will notify the other
                             and provide contact names prior to Ameritech-Wisconsin “cutting
                             around” the POTS Splitter/DSLAM equipment to restore POTS.

                     8.3.3.6 When MCIW resolves the trouble condition in its equipment,
                             MCIW will contact Ameritech-Wisconsin to restore the HFPL.

                     8.3.3.7 In the event the trouble is identified and corrected in MCIW
                             equipment, Ameritech-Wisconsin will charge MCIW the
                             applicable commissioned-ordered tariffed rate for trouble
                             isolation, maintenance, and repair, as specified in herein, upon
                             closing the trouble ticket.

                     8.3.3.8 MCIW shall not rearrange or modify the retail-POTS within its
                             equipment in any way without first coordinating with Ameritech-
                             Wisconsin.

9      HFPL: SPLITTER OWNERSHIP AND RESPONSIBILITIES

       9.1   Option 1: MCIW will own and have sole responsibility to forecast, purchase,
             install, inventory, provision and maintain Splitters. When physically collocating,
             Splitters shall be installed in MCIW’s collocation arrangement area (whether
             caged or cageless) consistent with the collocation provisions set forth in the
             Agreement. When virtually collocated, Ameritech-Wisconsin will install, provision
             and maintain Splitters under the terms and conditions for virtual collocation set
             forth in the Agreement. Ameritech-Wisconsin will also allow a MCIW-owned
             shelf to be to be installed under the terms and conditions of virtual collocation.

             9.1.1   When physically collocated, Splitters will be placed in traditional
                     collocation areas as set forth in the Agreement or applicable
                     Commission-ordered tariff. In this arrangement, MCIW will have test
                     access to the line side of the Splitter on the terminating end of the cross
                     connect to the collocation arrangement. When virtually collocated,
                     Ameritech-Wisconsin will install the Splitter in an Ameritech-Wisconsin
                     bay and Ameritech-Wisconsin will access the Splitter on behalf of MCIW
                     for line continuity tests. Additional testing capabilities (including remote
                     testing) may be negotiated by the Parties. MCIW is not permitted direct
                     physical access to the MDF or the IDF for testing.




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Exhibit C                                  Terms and Conditions for Line Sharing


                       9.1.1.1 Splitter provisioning will use standard Ameritech-Wisconsin
                               configuration cabling and wiring in Ameritech-Wisconsin
                               locations. Ameritech-Wisconsin’s Connecting Block layouts will
                               reflect standard recognizable arrangements that will work with
                               Ameritech-Wisconsin Operations Support Systems (“OSS”).

                               9.1.1.1.1    Splitter technology needs to adhere to established
                                            industry standards for technical, test access,
                                            common       size,   configurations   and     shelf
                                            arrangements.

                       9.1.1.2 All Splitter equipment must be compliant with applicable national
                               standards and NEBS Level 1.

       9.1.2   Option 2: The Parties acknowledge and agree that a line-at-a-time splitter option
               is feasible and desirable. Ameritech-Wisconsin voluntarily agrees to own,
               purchase, install, inventory, provision, maintain and lease Splitters in accordance
               with the terms set forth herein. Ameritech-Wisconsin will provide Splitter
               functionality that is compatible with any transmission technology that MCIW
               seeks to deploy. Ameritech-Wisconsin will determine where such Ameritech-
               Wisconsin owned Splitters will be located in each Central Office; provided,
               however, Ameritech-Wisconsin shall use best engineering practices to locate
               such Splitters as close to the MDF as possible. Upon MCIW’s request,
               Ameritech-Wisconsin shall provide access to the area in which Ameritech-
               Wisconsin places Ameritech-Wisconsin owned Splitters. Without waiving its right
               to decline to provide splitters under any other prices, terms, and conditions,
               Ameritech-Wisconsin voluntarily agrees to own, purchase, install, inventory,
               provision, maintain and lease splitters in accordance with the terms set forth
               herein. Ameritech-Wisconsin will determine where such Ameritech-Wisconsin
               owned splitters will be located in each central office. Ameritech-Wisconsin
               owned splitters will be placed in a common area accessible to CLECs if space is
               available. When placed in common areas accessible to CLECs, CLECs will have
               test access at the line side of the splitter. Upon MCIW’s request, Ameritech-
               Wisconsin will perform testing and repair at the Ameritech-Wisconsin owned
               splitter on behalf of MCIW. In the event that no trouble is found at the time of
               testing by Ameritech-Wisconsin, MCIW shall pay Ameritech-Wisconsin for such
               testing at the rates set forth in the interconnection agreement with the parties.
               MCIW will not be permitted direct physical access to the MDF or the IDF, for
               testing. Upon the request of either Party, the Parties shall meet to negotiate
               terms for additional test access capabilities. Ameritech-Wisconsin will provide
               MCIW twenty-four (24) hour, seven (7) days a week nondiscriminatory test
               access to the splitter. Such test access shall include but not be limited to a
               physical test access point at the Splitter (e.g., a “test head” or a standardized
               interface to a test access server) and remote test access to Ameritech-Wisconsin
               Loop testing functionalities for purposes of Loop testing, maintenance, and repair
               activities. All such testing shall be conducted in accordance with the cooperative
               testing provisions set forth in Section 8 of Exhibit B of this Amendment.

               9.1.2.1 Upon MCIW’s request, Ameritech-Wisconsin will perform testing at an
                       Ameritech-Wisconsin owned Splitter on behalf of MCIW. In the event
                       that no trouble is found at the time of testing by Ameritech-Wisconsin,
                       MCIW shall pay Ameritech-Wisconsin for such testing in accordance with
                       the requirements set forth in Exhibit B of this Amendment. Upon the
                       request of either Party, the Parties shall meet to negotiate terms for
                       additional test access capabilities.




                                               11
Exhibit C                              Terms and Conditions for Line Sharing


            9.1.2.2 Ameritech-Wisconsin agrees to lease such Splitters a line at a time
                    subject to the following terms and conditions:

                    9.1.2.2.1   Ameritech-Wisconsin’s initial deployment of Splitters will take
                                place pursuant to the rating and ranking process which
                                occurred prior to June 6, 2000. After the initial Splitter
                                deployment, Splitters will be installed in accordance with the
                                terms and conditions set forth in the Agreement. Ameritech-
                                Wisconsin shall make a good faith effort to meet actual
                                aggregate demand for Splitter capacity using standard
                                industry forecast and capacity management practices.

                    9.1.2.2.2   MCIW will provide Ameritech-Wisconsin with a forecast of its
                                demand for Splitter ports for each Central Office, prior to
                                submitting its first LSR for an individual Central Office and
                                then every January and July thereafter (or as otherwise
                                agreed to by both Parties). MCIW may update its forecast
                                information more often, particularly when it learns of an error
                                in its most recently submitted forecast. Although not a
                                requirement, MCIW may also provide aggregate forecasts
                                for Splitter requirements by metropolitan area.

                    9.1.2.2.3   MCIW’s failure to submit a forecast for a given office may
                                affect provisioning intervals. Forecasts will be non-binding on
                                both Ameritech-Wisconsin and MCIW. In the event MCIW
                                fails to submit a forecast in a central office which does not
                                have available splitter ports, Ameritech-Wisconsin shall have
                                an additional ten (10) business days to install MCIW’s line
                                sharing order after such time as the additional splitter
                                equipment is installed in the Ameritech-Wisconsin central
                                office.

            9.1.2.3 Splitter provisioning will use standard Ameritech-Wisconsin configuration
                    cabling and wiring in Ameritech-Wisconsin locations. Connecting block
                    layouts will reflect standard recognizable arrangements that will work
                    with Ameritech-Wisconsin’s OSS.

            9.1.2.4 Splitter technology will adhere to established industry standards for
                    technical, test access, common size, configurations and shelf
                    arrangements.

            9.1.2.5 All Ameritech-Wisconsin owned Splitter equipment will be compliant with
                    applicable national standards and NEBS Level 1.

            9.1.2.6 Ameritech-Wisconsin retains the sole right to select Ameritech-Wisconsin
                    owned Splitter equipment and installation vendors.

            9.1.2.7 From time to time, Ameritech may need to replace or repair Ameritech-
                    owned Splitters or Splitter cards, which replacement may necessitate a
                    brief interruption of service. In the event that service interruption is
                    anticipated by Ameritech-Wisconsin to last more than fifteen (15)
                    minutes, Ameritech-Wisconsin shall make all commercially reasonable
                    efforts to provide MCIW with at least 2 hours’ notice.




                                           12
Exhibit C                                Terms and Conditions for Line Sharing


10     LINE SHARE TURN-UP TESTING PROCEDURES

       10.1   The Line Share Turn-Up Test will be performed only on HFPL orders. Line
              Share Turn-Up Test is comprised of several work steps to be completed by
              Ameritech-Wisconsin central office technician to ensure that no loads are present
              on the loop, cross-connects are verified, and the correct telephone number is
              verified on the cable pair leaving the central office.

       10.2   Line Share Turn-Up Test will be completed by close of business one (1) day prior
              to due date.

       10.3   Detailed procedures of this Line ShareTurn-Up Test can be located in the CLEC
              Handbook under the Line Share User Guide Manual and Technical Publication
              Section. MCIW will not be billed for the Line Share Turn-Up Test.

11     SPECTRUM MANAGEMENT

       11.1   The Parties shall use spectrum management to manage the deployment of HFPL
              in accordance with the standards set forth in Section 8 of Exhibit B of this
              Amendment.




                                             13

						
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