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Amendment

VIEWS: 16 PAGES: 18

									                                                                                         Agreement Number 00012603-02




                                                      Amendment

                                                 No. 00012603-02

                                                          Between

                Southwestern Bell Communication Services, Inc.

                                                              And

    Nevada Bell Telephone Company, Pacific Bell Telephone
Company and Southwestern Bell Telephone Company, Illinois Bell
 Telephone Company, Michigan Bell Telephone Company, The
Ohio Bell Telephone Company, Indiana Bell Telephone Company,
             Incorporated, and Wisconsin Bell, Inc.




                                                    Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party
                           representatives, except under written Agreement by the contracting Parties.

                                                                  1
                                                                                                Agreement Number 00012603-02



                                                   AMENDMENT NO. 2

                                             AGREEMENT NO. 00012603


This Amendment, effective on the date when signed by the last Party ("Effective Date"), and amending
Agreement No. 00012603, is by and between Southwestern Bell Communication Services, Inc. d/b/a SBC
Long Distance, a Delaware corporation (“Supplier” or “SBCS”) and Nevada Bell Telephone Company,
Pacific Bell Telephone Company and Southwestern Bell Telephone Company ( “Initial Customers”), and
Illinois Bell Telephone Company, Michigan Bell Telephone Company, The Ohio Bell Telephone
Company, Indiana Bell Telephone Company, Incorporated, and Wisconsin Bell, Inc. (“New Customers”).

                                                       WITNESSETH

WHEREAS, Supplier and Initial Customers entered into Agreement No. 00012603, on June 6, 2000, (the
“Agreement”); and

WHEREAS, Supplier and Initial Customers desire to amend the Agreement to add New Customers, that
perform Official Communication Services (“OCS”) for SBC Affiliates in the Ameritech operating region;
and

WHEREAS, pursuant to Section 2 of the Agreement, Customers have given Supplier a notice extending
the Initial Term of the Agreement one year; and

WHEREAS, Supplier and Customers desire to further amend the Agreement as hereinafter set forth; and

WHEREAS, pursuant to Section 2(e) of the Agreement, pricing affected by this Amendment shall relate
back to the extended anniversary date of the Agreement, that being June 6, 2003; and

WHEREAS, notwithstanding the foregoing, all other language in this Amendment shall be effective on the
date when signed by the last Party.

Now, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the Parties
hereto agree as follows:

1. New Customers (Illinois Bell Telephone Company, Michigan Bell Telephone Company, The Ohio Bell
   Telephone Company, Indiana Bell Telephone Company, Incorporated, and Wisconsin Bell, Inc.) shall
   be added as additional Customers. (Hereinafter, “Customers” shall refer collectively to both Initial
   Customers and New Customers.)

2. Services, including but not limited to IP Menu Routing, Call Announcement, Diversity, and Origination
   Diversity, that are currently offered in the TSA, but which have heretofore not been offered under the
   Agreement shall be offered under the Agreement.
                                                           Proprietary Information
       The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party
                                  representatives, except under written Agreement by the contracting Parties.

                                                                         2
                                                                                                         Agreement Number 00012603-02



    3. On page 4, the first paragraph of Section 3 of the Agreement is amended as follows:

         3.        SERVICES.

                   An individual Customer may order from SBCS the Services set forth below as soon as SBCS
                   has the ability to provide such Services. SBCS shall keep the parties reasonably advised as to
                   the planned schedule dates(s), if any, of its ability to provide the below Services and any other
                   additional or new products, services, features or function thereof not listed below. The prices
                   stated in Schedule A shall apply until such time the new pricing takes effect in accordance with
                   Section 4, entitled “Prices” to include all rates for all products and Services available. The
                   Services available as of the Effective Date are set forth in Schedule A entitled “Products,
                   Services and Rates,” the parties shall execute an Addendum to Schedule A as soon as additional
                   or new products or Services are available.

    4. On page 5, Section 3, Subsection (c) (2), is amended as follows:

                 (2)          Dedicated / Switched: Provides the ability to place calls from one dedicated access location to a
                              switched access location. These requirements exist for VPN and 1+ services.

                              Customers’ Outbound Mass Calling Applications:
                              Customers understand and agree that certain outbound mass calling applications, including but
                              not limited to those where customers use predictive dialer CPE to generate calls, can cause
                              network outages or other service interruptions and is strictly forbidden without SBCS' prior
                              written authorization. Outbound Mass Calling Applications are defined as customer-originated
                              mass calling events or applications where the ratio of Outbound Busy Hour MOUs (Minutes of
                              Use) to Busy Hour Call Attempts on a per T1 basis is less than one (1). Based on data supplied
                              by Customers to SBCS, SBCS shall evaluate the application and will provide separate approval
                              prior to its use. If approved, should Customers’ use of their outbound mass calling applications
                              change anytime during the term but prior to use, Customers must request that SBCS re-evaluate
                              the intended use to determine if such use will be acceptable to SBCS, and if so, what additional
                              terms and conditions shall apply. SBCS shall not be liable to Customers for any service
                              interruption caused by SBCS' reliance on inaccurate information provided by Customers. SBCS
                              reserves the right to terminate this Agreement immediately in the event that Customers fail to
                              strictly comply with this provision and the applicable outbound mass calling application
                              authorization set forth herein.

    5.    On page 7, the introductory paragraph of Section 4 of the Agreement is amended as follows:

         4.     PRICES.

                The price for Services shall be invoiced, at the lower of Fully Distributed Cost (“FDC”), the quote,
                upon which the Services were ordered and provided to Customer by SBCS, or market price as
                described in: (i) the Affiliate Transactions, Policies, Guidelines and Reporting Requirements,
                attached hereto as Exhibit 1, as amended from time to time, (ii) in accordance with the affiliate
                transaction rules adopted by the FCC presently in 47 C.F.R. § 32.27, as the same may be amended

                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          3
                                                                                                         Agreement Number 00012603-02

                from time to time, and (iii) applicable state affiliate transaction rules governing the individual
                Customer.

    6.    On page 7, Section 4(f) of the Agreement is amended as follows:

         (f) SBCS shall adjust its prices in Schedule A commensurate with any regulated and/or third party
             carrier cost increases that SBCS experiences not more than once annually. SBCS agrees to provide
             Customers with thirty (30) days written notice prior to an increase in the rates set forth in Schedule
             A becoming effective unless a shorter notice is mutually agreed in writing.

              SBCS has the option to provide price reductions more than once annually. SBCS agrees to provide
              Customers with thirty (30) days written notice prior to a decrease in the rates set forth in Schedule
              A becoming effective unless a shorter notice is mutually agreed in writing.

              The price changes shall be reflected on the Customers’ bill no later than sixty (60) days
              from the effective date of the price change. Within thirty (30) days of such invoice
              adjustment, the Customers shall pay SBCS the net amount of any underpayments or SBCS
              shall credit the Customers the amount of any overpayments for the applicable period with
              respect to which such adjustments have been affected.

              SBCS shall advise the Customer(s) of all pending and subsequent effective rate adjustments
              by written notice with a cover letter providing the Internet URL location where the updated
              Schedule A electronic file may be found.

    7.    On page 8, Section 4(k) of the Agreement is amended as follows:

         (k) The standard term associated with each Private Line, Frame Relay, ATM and Dedicated Access
             Line (“DAL”) Service shall be one (1) year, with the option to order three (3) or five (5) year terms.
             Customers will notify SBCS with the specific term at the time the Order for Service is placed. If
             Customers disconnect any Service within the Order term, Customers will be liable for any
             termination liabilities that SBCS incurs for that Service during the balance of that term. SBCS will
             invoice Customers for Termination charges incurred for the remaining months of that ordered
             period.

              SBCS agrees to make reasonable business efforts to electronically notify Customer within sixty (60)
              days of the end of each term date for circuits. In spite of the foregoing, both parties agree that there
              is mutual responsibility in tracking and accountability for circuit Services terms. After the initial
              Order term has expired, Customers may (i) Terminate Service, (ii) sign up for a new Term, or (iii)
              Service will default to a month-to-month basis at the then current month-to-month rates as provided
              on electronic notification.

    8.    Schedule A, page 36, entitled, “Toll Free Service Charges” is amended by adding the following
         definitions. Pricing for added items as listed herein is in Addendum to Schedule A, attached hereto and
         incorporated herein by reference.

                   “DAL or DVA”
                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          4
                                                                                                         Agreement Number 00012603-02



                   Dedicated Access Lines (“DAL” or “DALs”) or Dedicated Voice Access (“DVA”) are direct
                   facilities from a customer PBX, ACD, or CTX system, providing a direct path to an
                   interexchange carrier. The purpose of these facilities is to provide direct connectivity between
                   an end user’s communications equipment and their respective IXC. The main purpose is to
                   bypass the Public Switched Telephone Network (PSTN). Local access charges can be avoided
                   under this topology, thus an IXC will typically provide a discounted per minute rate structure
                   for calls presented over these direct links. This type of facility is typically built as a tie line.
                   PICs / CICs are not used when routing calls to this type of facility.

                   “Call Route Set Activation”

                   Call Route Set Activation is activation of prebuilt toll free routing sets. Work is limited to
                   activating sets that already exist within SBCS' toll free routing data base and/or changing
                   Customers’ routing via the national SMS data base.

                   “Add Call Routing”

                   Add Call Routing charge would apply when Customers add enhanced routing to a toll free
                   number. At the same time, SBCS will provision at no additional charge two (2) additional route
                   sets.

                   “Build/Change Route Set”

                   Build/Change Route Set charge applies anytime a change is made in routing parameters on pre-
                   built toll free route sets in SBCS’ routing data base and/or in the national SMS data base.

                   “IP Menu Routing” (only available to the SBC Midwest operating companies)

                   IP Menu Routing is an interactive recorded message that allows users calling a 800# to select
                   prompts according to user’s need. Once the user has selected their prompt, the call will be
                   routed according to the option’s translated destination (i.e., trunk group, POTS).

                   “Call Announcement” (only available to the SBC Midwest operating companies)

                   Call Announcement is an 800 call feature off the IP platform. Typically used when a customer
                   is disconnecting a 800 number. The customer may specify the content and length of time this
                   announcement should be in place.

                    "Diversity” (only available to the SBC Midwest operating companies)

                   Diversity is a method whereby the Customer’s circuits are configured to allow for redundancy
                   in the event of a failure at a point on the network. This redundancy can occur at an electrical
                   level with diverse entrances into the IXC POP, or at a geographic level with redundancies
                   engineered at either the POP level, the switch level, or by a combination of the two, providing
                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          5
                                                                                                         Agreement Number 00012603-02


                   for no single points of failure. Diversity will be available in conjunction with DAL/DVA and
                   ISDN PRI.

                   Diversity will provide electrical and/or geographic diversity to both resellers and carriers over
                   the existing IXC Network. Customers will be able to engineer their own traffic to the level of
                   diversity they require to insure survivability to their satisfaction by selecting diversity at not
                   only the IXC POP or switch, but at a GX-550 or Sentient card level (or comparable existing
                   technology).

                   Diversity Level Descriptions

                   Level 1 Electronic Diversity: Electronic Diversity will be provided to the Customer at the DS-3
                   level between the serving wire center ("SWC") and the IXC POP. This offering will utilize
                   shared access facilities however; T1's will be slotted to separate DS-3's such that the DS-3s
                   enter the POP diversely on separate Sentient (or comparable equipment) cards. Once the circuits
                   have been diversely routed into the IXC POP, circuits will then be provisioned in one of two
                   manners: a multiple circuit order will have circuit group diversity by which there is a 50/50
                   diversity within the group, or the Customer may specify which new circuits need to be diverse
                   from new or existing circuits within the same trunk group. This feature would provide the
                   customer with Sentient card diversity, in addition to GX-550 terminal diversity, Cerent terminal
                   diversity and SPM diversity. In the event that there is only one DS-3 available to the SWC.

                   Level 2 Switch Diversity: Switch Diversity will provide the customer with geographic IXC
                   switch failure protection from a central IXC POP. This would be accomplished by the T-1
                   riding a single DS-3 from the customer to the SWC to the IXC POP. At the IXC POP, one
                   circuit shall be slotted to a DS-3 to the nearest homing switch. The diverse circuit shall be
                   provisioned to an on-net-diverse route to another IXC switch. This diverse circuit will be routed
                   diversely in one of the two manners set forth above in Level 1 Electronic Diversity; either with
                   circuit group diversity or specific circuit diversity. At the customer's request, they may also
                   have Sentient card diversity and GX-550 terminal diversity.

                   Level 3 POP Diversity: POP Diversity will provide the customer with geographic diversity from
                   the SWC through to the switch either on a stand-alone basis, or in conjunction with switch
                   diversity (see Level 4 POP/Switch Diversity). POP Diversity would entail the customer's T-1
                   being provisioned on a DS-3 from the Customer PBX to the SWC. At the SWC, one circuit will
                   be provisioned on a DS-3 to the closest IXC POP and on to the IXC switch. The diverse circuit
                   shall be provisioned on a separate DS-3 from the SWC to the next closest IXC POP and back to
                   the homing IXC switch via an IXC carrier or a diverse on-net-route. In the event the customer
                   does not desire to purchase an additional DS-3, a T-1 will be provisioned from the SWC to a
                   distant SWC via an offnet IXC carrier, and an additional T-1 will be ordered with an offnet IXC
                   carrier to the IXC POP. The circuit will then be routed via DS-3 back to the original homing
                   IXC switch, providing the Customer with a higher level of survivability.

                   Level 4 POP/Switch Diversity: POP/Switch Diversity will provide the Customer with
                   geographic switch diversity in conjunction with POP diversity set forth in Level 3 above. When
                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          6
                                                                                                         Agreement Number 00012603-02


                   using POP/switch diversity, the customer’s T-1 would be provisioned on a DS-3 to the closest
                   SWC at which point the T-1 would be provisioned on a DS-3 to the closest IXC POP and onto
                   the homing IXC switch. The diverse route shall extend from the original SWC on the DS-3 to
                   another SWC. At this point, the DS-3 shall be routed to a diverse IXC POP and onto the diverse
                   switch, creating no single point of failure at either the IXC POPS or at either IXC switch. The
                   customer will not have 100% fail-over capability, but will maintain the highest level of diversity
                   available.

                   “Origination Diversity” (only available to the SBC Midwest operating companies)

                   Origination Diversity provides routing to multiple IXC switches from an Access Tandem in the
                   six major metro LATAs within the SBC Midwest operating companies.

    9.    Page 37 of Schedule A of the Agreement is amended by striking the following language:

                   “The minimum term associated with each Private Line and Dedicated Access Line Service is
                   one year. If any Private Line or Dedicated Access Line service is disconnected in less than one
                   year, the Customer will be liable for any SBCS non-recurring loop charges for that service for
                   the balance of the year.”

    10. The introductory paragraph of Schedule B on page 40, entitled “Service Level Agreement,” is amended
        as follows:

                   “SBCS’ minimum service commitment to Customers is set forth in this Schedule
                   B and Section 7 of the Agreement.”

    11. Page 40, Subsection B-2 of Schedule B, Service Level Agreements, of the Agreement is amended as
        follows:

                   B-2. INSTALLATION GUARANTEES for Private Line, Frame Relay and ATM Services.

                   SBCS shall credit (“Installation Service Credit”) the individual Customer affected thereby for
                   any delay in meeting the Due Date set forth in a FOC wherein such delay is without Customer
                   cause or without notice of mutual consent with the Customer. The Installation Service Credit
                   will be calculated at equal to twenty percent (20%) of the non-recurring or installation charge
                   for each day missed for the Service ordered. Installation Service Credits are not to exceed the
                   full non-recurring or installation charge. An exception to an Installation Service Credit is a
                   service order with an expedite status, where the requested due date is missed but the normal due
                   date interval is met. Expedites are met on a “best effort” basis. Order Expedite Charges apply
                   when the customer requests a circuit due date that is earlier than the standard provisioning
                   interval. The Installation Service Credit shall be reflected on SBCS’ invoice to the affected
                   Customer within two (2) bill cycles of the actual installation date.

                   In the event SBCS fails to meet the mutually agreed upon confirmed FOC Date for Service(s),
                   upon Customer’s written request provided within thirty (30) days of the mutually agreed upon
                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          7
                                                                                                         Agreement Number 00012603-02


                   confirmed FOC Date, an Installation Service Credit shall be allowed and calculated following
                   the Activation Date of the Service(s) as follows:

                   a) SBCS shall provide an Installation Service Credit for Service(s) Customer orders in
                      accordance with SBCS’ standard installation intervals to the extent that such late installation
                      was not caused by the failure of equipment or systems provided by Customer or persons
                      other than SBCS or SBCS’ suppliers.
                   b) In no event shall any Installation Service Credit be allowed hereunder (i) in excess of the
                      then current installation charge for the applicable circuit; or (ii) with respect to any circuit
                      for which Customer (a) fails to make payment or (b) is excused from making payment
                      because of operation of law or any other reason; or (iii) for Service(s) accompanied by order
                      expedite requests or Services for which Customer has changed the requested Activation
                      Date of Service; or (iv) for instances in which Service installation is delayed by Customer;
                      or (v) for delays due to Customer’s inaccurate/incomplete information on Service orders
                      delaying or preventing installation of Services.
                   c) Calculations of Installation Service Credits shall be based upon SBCS’
                      provisioning/installation records.
                   d) If circuit is cancelled prior to the end of Service Term, SBCS is entitled to full
                      reimbursement of installation charge.
                   e) The Installation Service Credit provided for hereunder shall be Supplier’s sole liability and
                      Customer’s sole remedy in the event of any late Installation.

                                          CIRCUIT DATE INTERVALS
              The due date matrix below should be used as provisioning interval guideline for order provisioning
              once a complete and accurate order has been received by SBCS. These intervals are from order
              confirmation date (“OCD”) for DS1 and above, which is the second (2nd) day after clean order
              issuance. The interval matrix does not apply to groups of orders. Projects (or group orders) will be
              managed on an ICB with due dates and critical dates negotiated between all organizations affected.

              Projects or groups of orders are defined as a combination or quantity of complex voice or data
              orders or related orders, which, by their nature or Customer impact, requires special handling.
              Examples are:

                  Multiple Frame Locations with numerous PVLs, or DVAs, PRIs, DTFS and Account Codes
                   combined.
                  Five (5) or more DS1s or a DS3 for a single customer (for voice related services e.g., PRI,
                   DVA, and DTFS).
                  Ten (10) or more private line orders for a single Customer.
                  One (1) or more OC(x) orders.
                  Twenty-five (25) or more ATM/Frame Relay sites for a single Customer.
                  All potential Migration orders. Migration as used herein means provisioning Services which
                   include a portion of the Customer’s existing Service.

              Project request(s) meeting the above criteria may be considered on an ICB.

                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          8
                                                                                                         Agreement Number 00012603-02


                                                                PIC CHANGE INTERVALS

              Projects or groups of orders are defined as a combination or quantity of complex voice or data
              orders or related orders, which, by their nature or Customer impact, requires special handling.
              Examples are:

               > 100 Working Telephone Numbers
              Project request meeting the above criteria may be considered on an ICB.

                                        SWITCHED TOLL FREE SERVICE “STFS” INTERVALS

              Projects or groups of orders are defined as a combination or quantity of complex voice or data
              orders or related orders, which, by their nature or Customer impact, requires special handling.
              Examples are:

               > 1000 STFS numbers
              Project request meeting the above criteria may be considered on an ICB.


             Product                                 Activity           DS1               DS3               OC-n              Port               PVC
           ATM/FRAME          Install            Install            22 Bus Days*      30 Bus Days       60-90             9 Bus Days         4 Bus Days
                                                                                                        day/ICB
                              FOC*               On Net             7 days            15 days           ICB
                              FOC*               Off Net            14 days           15 days           ICB
                              FOC*               Rearrange                            30 Bus days       60-90             9 Bus days         4 Bus days
                                                                                                        day/ICB
                              FOC*               Disconnect                           35 calendar       35 calendar       35 calendar        35 calendar
                                                                                      days              days              days               days
              FRAME           Install            Install            22 Bus Days*      30 Bus Days       60-90             9 Bus Days         4 Bus Days
                                                                                                        day/ICB
                              FOC*               On Net             7 days            15 days           ICB
                              FOC*               Off Net            14 days           15 days           ICB
                              FOC*               Rearrange                            30 Bus days       60-90             9 Bus days         4 Bus days
                                                                                                        day/ICB
                              FOC*               Disconnect                           35 calendar       35 calendar       35 calendar        35 calendar
                                                                                      days              days              days               days
                 PRI          Install            Install            22 Bus Days*      30 Bus Days       60-90
                                                                                                        day/ICB
                              FOC*               On Net             7 days            15 days           ICB
                              FOC*               Off Net            14 days           15 days           ICB
                              FOC*               Rearrange                            30 Bus days       60-90
                                                                                                        day/ICB
                              FOC*               Disconnect                           35 calendar       35 calendar
                                                                                      days              days
             PVT Line         Install            Install            22 Bus Days*      30 Bus Days       60-90
                                                                                                        day/ICB
                              FOC*               On Net             7 days            15 days           ICB
                              FOC*               Off Net            14 days           15 days           ICB
                              FOC*               Rearrange                            30 Bus days       60-90
                                                                                                        day/ICB
                              FOC*               Disconnect                           35 calendar       35 calendar
                                                                                      days              days

                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          9
                                                                                                         Agreement Number 00012603-02




                  PRODUCT                                                      ACTIVITY

           TFS                           Switched **                 Install                       2 days

                                                                     Rearrange                     2 days

                                                                     Disconnect                    2 days

                                         Switched with Routing       Install                       5 days

                                                                     Rearrange                     5 days

                                                                     Disconnect                    5 days

                                         Project ICB/RFP             Install                       Negotiate

                                                                     Rearrange                     Negotiate

                                                                     Disconnect                    Negotiate

         * From OCD/complete and accurate order
         ** One day service available on an exception basis.



                                                  EXPEDITES
         A request by the Customer for a due date interval shorter than the standard interval will be considered
         an expedite. To qualify as an expedited order the Customer must be willing to pay an expedite charge.
         An expedited due date will not be guaranteed and must be mutually agreed upon.

         Expedited order criteria:
          Customer requested reduced provisioning interval orders
          Only orders in which customer willing to pay expedite charge
          DS1 not accepted with less than ten (10) business day due date
          DS3 not accepted with less than fifteen (15) business day due date
          Not guaranteed to meet Customer requested due date
          Charged an expedite fee even if the date is missed
          Based on SBCS’ ability to meet requested due date
          Usually requested on initial order initiation
          Applicable to order types:
          New
          Change

                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          10
                                                                                                         Agreement Number 00012603-02


              Customer requests a due date without ‘Yes’ in expedited order field will not be considered
               expedite, only desired, and are managed to standard intervals
              Follow normal order process but with compressed critical dates

    12.    Page 47, Subparagraph 3, Subsection B-5.1, Service Assurance, Schedule B of the Agreement is
          amended and is restated as follows:

          3.    Availability of performance statistics is critical to the Customers so that suspected problems with
               circuit or logical trunks can be isolated to particular segments [SBCS or Customer(s)] and
               corrected. Critical measurements include lost cells, discarded cells, layer 1-circuit events (port
               resets, SONET segment switches, etc.). Monitoring of pending trouble tickets via on-line systems
               is critical so that Customer personnel in multiple locations can track progress for problems affecting
               multiple sites/regions.

                     (a) Notwithstanding the foregoing, as soon as secured on-line access, including, but not limited
                         to, trouble ticketing, rate quotes, and order tracking, or other means of measurement
                         delivery for specific products, becomes available to SBCS’ retail customers, it will be made
                         available to Customer upon Customer’s request at applicable price, so that authorized
                         Customer personnel can monitor activity.

    13.     Page 47, Subparagraph 4, Subsection B-5.1, Schedule B of the Agreement is amended and restated as
          follows:

                4.    Within sixty (60) days after execution of this Agreement, SBCS shall develop and maintain a
                      procedures manual (including relevant material from the Agreement and Schedules ) (the
                      “Procedures Manual”) that shall address: (i) procedures to be followed to request or make
                      inquiries concerning restoration of interrupted Services, (ii) the form and medium by which
                      Trouble Tickets are established, (iii) establish a “severity level” and prioritize Trouble
                      Tickets, (iv) list personnel to whom interrupted Services are to be reported (this list will also
                      include the individual Customer’s personnel, which each Customer shall provide to SBCS).
                      Each Customer shall review and approve draft outlines of the Procedures Manual prior to its
                      final publication. The Procedures Manual may be modified from time to time upon the
                      mutual agreement of all parties, but in no event shall the Procedures Manual amend, waive or
                      supercede any portion of the Agreement except as to any required updates to Schedules B and
                      C as provided in this subparagraph.

    14.       Page 48, Subsection B-6.1, Schedule B of the Agreement is amended as follows:

               B-6.1 The Customers and SBCS shall work cooperatively to develop a set of reports which provide
               information required by the Customers to manage its telecommunications networks. The Customer
               and SBCS will mutually agree upon the content of the reports, and frequency of delivery the format
               of the reports and the medium. Some examples of these reports may include:

               1. Contact Update Report
                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          11
                                                                                                         Agreement Number 00012603-02



              2. Billing Dispute Report

              3. Order Status Report

                   All Products
                   Service Delivery Performance reports - Presents on time performance for service delivery on a
                   monthly basis. Presents monthly on time Service delivery performance using a list of circuit
                   IDs.

              4. Survivability/Diversity/Protection Report, upon request. Diversity will be provided to meet
                 customer needs on an ICB.

              5. Traffic Usage Reports

                   Toll Free Services
                   Monthly performance reports for switched and dedicated toll free services including toll free
                   number, call attempts, call completions, call duration, etc.

              6. Trouble Ticket Reports

                   Service Assurance reports - Presents monthly MTTR and Network Availability percentages
                   against a listing of circuit by IDs.

              7. Call Detail Reports and associated custom reporting tools

              8. Other reports as they become available to SBCS’ retail customers. On a quarterly basis, SBCS
                 will provide a list of reports, and other tools, by product, currently available to retail customers
                 and associated charges, if applicable.

              9. SBCS will provide Circuit Layout Record (“CLR”) to Customer upon request.

    15.     Page 49, Schedule B of the Agreement is amended by adding the following new Subsection B-7:,
          entitled “Service Outages.”

                   B-7.       Service Outages

                   In addition to credit requests for service Outages specifically defined throughout
                   Schedule B, Customer needs to be made whole only with respect to travel charges for air
                   travel, car allowance, meals, and lodging that meet SBC corporate guidelines for travel,
                   when responding to outages in Services to which Customer subscribes, not through the
                   fault of Customer, for any reasonable reimbursable business expenses relating to a site
                   visit by a qualified technician in restoring Service, as ordered.. Credits will not be
                   issued for failure of equipment or systems provided by Customer or persons other than
                   SBCS or SBCS’ suppliers.
                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          12
                                                                                                         Agreement Number 00012603-02



    16.     Page 54, Subsection C-8.1, Schedule C of the Agreement is amended and restated as follows:

                              a. SBCS shall mail invoices, call detail records, and billing data reports to the
                                 Customer by the sixteenth (16th) calendar day, following the closure of the effective
                                 billing cycle.

                              b. SBCS shall use reasonable efforts in providing the Customer with ad hoc billing and
                                 call detail reports and/or tools, as needed, until automated customized reports
                                 become available in order to support the Customer’s affiliate customers.

                              c. SBCS shall also provide accurate and timely invoices and/or billing to Customers no
                                 later than sixty (60) days after Delivery of new Service. Customers will not be liable
                                 for usage related charges or billing submitted by SBCS to Customers on or after one
                                 hundred eighty (180) days after the date usage occurred. Further, upon Customer
                                 request, SBCS agrees to provide a detailed, written explanation of any invoices
                                 and/or billing related charges that are over ninety (90) days old.

                              d. SBCS shall provide a price quote for Services if requested by Customers. New price
                                 quotes will include use of the SBCS ACNA in all regions, where possible, and
                                 quotes will be provided on an as needed basis and as mutually agreed. To support
                                 this quote, SBCS will retain copies of all quotes that support an existing Customer
                                 order, from its alternate providers as:

                                     (i)        support for any regulatory questions, and/or
                                     (ii)       to satisfy any audit requirements, and/or
                                     (iii)      to support this quote in the event of a billing dispute.

                              e. SBCS price quotations are valid thirty (30) days from the date issued. SBCS reserves
                                 the right to modify any quoted price by providing written notice to the Customer
                                 prior to service installation of the ordered Service. Should SBCS fail to provide
                                 written notice in accordance with the foregoing, SBCS will honor the price quotation
                                 upon which the Service was based. SBCS requires written acceptance of revised
                                 pricing prior to installation of Services.

                              f. In the event of a billing dispute, SBCS shall revert back to the quote upon which the
                                 Service order was based, including those from alternate providers. Customers shall
                                 provide notice of billing disputes to SBCS on all disputed invoices, on behalf of
                                 itself and for Customers’ clients if:

                                   (i)       the invoice price billed by SBCS for a service differs from the quote upon
                                             which the Service order was based; and/or
                                   (ii)      the invoice price billed by SBCS for existing service under the current term
                                             of this Agreement is greater than the previous month’s invoice price.

                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          13
                                                                                                         Agreement Number 00012603-02


                              g. If charges have been billed incorrectly for items not specifically listed in Schedule
                                 A, and/or the original price quote(s) cannot be located, then Customers will be back-
                                 billed or credited the adjusted charges from the point of discovery. Credit and/or
                                 back billing is allowed one hundred eighty (180) days preceding discovery date,
                                 including but not limited to, local access charges.

                              h. The invoice shall be sent to the address specified in “Points of Contact for
                                 Operations and Escalation List.” The invoice for each individual Customer shall
                                 specify in detail:

                                             (i)    Charges for each Service shall be specified for each state for which
                                                    the individual Customer is doing business, e.g., California, Texas, etc.
                                             (ii)   Service provided by category, e.g., Inbound, Outbound, Data
                                             (iii)  Type of Service provided under each category, e.g., Inbound:
                                                    Termination to Dedicated and Termination to Switched, etc.
                                             (iv)   Price per unit charge for data Services provided under each category.
                                             (v)    Total units charged,
                                             (vi)   Description of “recurring” charges and amount for each charge,
                                             (vii) Description of “non-recurring” charges and amount for each charge,
                                             (viii) Third party provider charges for each category (off-net costs)
                                             (ix)   Applicable governmental charges, surcharges for each category,
                                             (x)    Applicable sales, use tax charges for each category,
                                             (xi)   Other charges,
                                             (xii) Sub-total for each category,
                                             (xiii) Total amount due, and
                                             (xiv) Applicable credits pursuant to Schedule B.

    17. Page 55, Subsection C-11.1, Section C, Notices, of the Agreement is amended as follows:

           C-11.1 Except as otherwise provided in this Agreement, all notices of legal nature, including, but not
           limited to disputes pursuant to Section C-2, all notices or other communications hereunder shall be
           deemed to have been duly given when made in writing and either 1) delivered in person, 2) delivered
           to an agent, such as an overnight or similar delivery service, or 3) deposited in the United States Mail,
           postage prepaid, or 4) facsimile transmission, and addressed as follows:

                   SBC Services, Inc. (on behalf of Customers)
                   2000 W. Ameritech Center Drive, Room 3A12
                   Hoffman Estates, IL 60196
                   Attn: Director – Procurement
                   Facsimile No.: 847.248.3770




                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          14
                                                                                                         Agreement Number 00012603-02


                   SBC Services, Inc. (on behalf of Customers)
                   2600 N. Central Expressway, Room 7.4105
                   Richardson, TX 75080
                   Attn: Sr. Contract Manager – Procurement
                   Facsimile No.: 214.576.7692

                   Southwestern Bell Communication Services, Inc.
                   5850 W. Las Positas Blvd.
                   Pleasanton, CA 94588
                   Attn: Sr. Contract Manager - Affiliate Services
                   Facsimile No.: (707)435-6639

                   Southwestern Bell Communication Services, Inc.
                   9525 West Bryn Mawr
                   Room 5-041
                   Rosemont, IL 60018
                   Attn.: Director - Affiliate Services OCS
                   Facsimile No.: (847)928-4631

    The terms and conditions of Agreement No. 00012603 in all other respects remain unmodified and in full
    force and effect. Pursuant to Section 2(e) of the Agreement, this Amendment relates back to the extended
    anniversary date of the Agreement, that being June 6, 2003. By the notice given pursuant to Section 2(a) of
    the Agreement, the term of the Agreement has been extended to June 6, 2004.



      IN WITNESS WHEREOF, the Parties have caused this Amendment to Agreement No. 00012603 to be executed, which may
      be in duplicate counterparts, each of which will be deemed to be an original instrument, as of the date the last Party signs.

      SOUTHWESTERN BELL                                   NEVADA BELL TELEPHONE                                ILLINOIS BELL TELEPHONE
      COMMUNICATIONS                                      COMPANY, PACIFIC BELL                                COMPANY, MICHIGAN
      SERVICES, INC.                                      TELEPHONE COMPANY, and                               BELL TELEPHONE
                                                          SOUTHWESTERN BELL                                    COMPANY, THE OHIO BELL
                                                          TELEPHONE COMPANY                                    TELEPHONE COMPANY,
                                                                                                               INDIANA BELL
                                                                                                               TELEPHONE COMPANY,
                                                                                                               INC. and WISCONSIN BELL,
                                                                                                               INC.


      Yno Gonzalez                                        Maureen Merkle                                       Maureen Merkle
      President, SBC Long Distance                        President, SBC Procurement                           President, SBC Procurement
      Date:                                               Date:                                                Date:




                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          15
                                                                                                         Agreement Number 00012603-02


                                                      Addendum to Schedule A
         Call Route Set Activation                                                  $         37.50       Per Toll Free (TF) Number

         Build/Change Route Set

         One Time Charge to Build/Change Route Set                                  $         62.50       Per TF Number

         IP Menu Routing (SBC Midwest Only)

         One Time Charge to Add IP Menu Routing                                     $        100.00       Per TF Number
         Monthly Recurring Charge                                                   $        500.00       Per TF Number

         Call Announcement (SBC Midwest Only)

         One Time Charge to Add Call Announcement                                   $        100.00       Per TF Number
         Monthly Recurring Charge                                                   $        50.00        Per TF Number

         Diversity (SBC Midwest Only)

         Level 1- Electronic Diversity

         One Time Charge to Add Electronic Diversity                                $        100.00       Per T-1
         Monthly Recurring Charge                                                   $        50.00        Per T-1

         Level 2 - Switch Diversity

         One Time Charge to Add Switch Diversity                                    $        200.00       Per T-1
         Monthly Recurring Charge                                                   $        50.00        Per T-1

         Level 3 - POP Diversity

         One Time Charge to Add POP Diversity                                       $        325.00       Per T-1
         Monthly Recurring Charge                                                   $        50.00        Per T-1

         Level 4 - POP/Switch Diversity

         One Time Charge to Add POP/Switch Diversity                                $        500.00       Per T-1
         Monthly Recurring Charge                                                   $        50.00        Per T-1

         Diverse DAL/DVA

         Port Usage Monthly Recurring Charge                                        $        138.00       Per T-1

         Origination Diversity (SBC Midwest Only)


         Monthly Recurring Charge                                                   $     22,547.00       Major Metro Six Lata Area
                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          16
                                                                                                         Agreement Number 00012603-02

         DAL Pricing Rate Table

         DAL - ON NET

                          DS1-On Net                              1 Year                 3 Year                5 Year
                                                             Affiliate Pricing      Affiliate Pricing     Affiliate Pricing
         Installation Charge                                       $480                   $480                  $480
         Expedite Charge                                           $360                   $360                  $360
         Service Order Change Charge                               $240                   $240                  $240
         Service Order Cancellation Charge                         $360                   $360                  $360
         Additional Labor - Regular Hours                     $100.00 / hr.          $100.00 / hr.         $100.00 / hr.
         Additional Labor - After Hours                       $125.00 / hr.          $125.00 / hr.         $125.00 / hr.
         LEC Local Loop                                       Pass Through           Pass Through          Pass Through



                         DS3 - On Net                             1 Year                 3 Year                5 Year
                                                             Affiliate Pricing      Affiliate Pricing     Affiliate Pricing
         Installation Charge                                       $480                   $480                  $480
         Expedite Charge                                           $360                   $360                  $360
         Service Order Change Charge                               $240                   $240                  $240
         Service Order Cancellation Charge                         $360                   $360                  $360
         Additional Labor - Regular Hours                     $100.00 / hr.          $100.00 / hr.         $100.00 / hr.
         Additional Labor - After Hours                       $125.00 / hr.          $125.00 / hr.         $125.00 / hr.
         LEC Local Loop                                       Pass Through           Pass Through          Pass Through


                         OC3 - On Net                             1 Year                 3 Year                5 Year
                                                              Affiliate Pricing      Affiliate Pricing     Affiliate Pricing
         Installation Charge                                       ICB                    ICB                  ICB
         Expedite Charge                                           ICB                    ICB                  ICB
         Service Order Change Charge                               ICB                    ICB                  ICB
         Service Order Cancellation Charge                         ICB                    ICB                  ICB
         Additional Labor - Regular Hours                          ICB                    ICB                  ICB
         Additional Labor - After Hours                            ICB                    ICB                  ICB
         LEC Local Loop                                       Pass Through           Pass Through          Pass Through


                        OC12 - On Net                             1 Year                 3 Year                5 Year
                                                              Affiliate Pricing      Affiliate Pricing     Affiliate Pricing
         Installation Charge                                       ICB                    ICB                  ICB
         Expedite Charge                                           ICB                    ICB                  ICB
         Service Order Change Charge                               ICB                    ICB                  ICB
         Service Order Cancellation Charge                         ICB                    ICB                  ICB
         Additional Labor - Regular Hours                          ICB                    ICB                  ICB
         Additional Labor - After Hours                            ICB                    ICB                  ICB
         LEC Local Loop                                       Pass Through           Pass Through          Pass Through



                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          17
                                                                                                         Agreement Number 00012603-02

         DAL - OFF NET*
                                                                   DS1                    DS3                   OC3                   OC12
         Installation Charge                                       ICB                    ICB                    ICB                   ICB
         Expedite Charge                                           ICB                    ICB                    ICB                   ICB
         Service Order Change Charge                               ICB                    ICB                    ICB                   ICB
         Service Order Cancellation Charge                         ICB                    ICB                    ICB                   ICB
         Additional Labor - Regular Hours                          ICB                    ICB                    ICB                   ICB
         Additional Labor - After Hours                            ICB                    ICB                    ICB                   ICB
         LEC Local Loop                                        Pass-through           Pass-through           Pass-through          Pass-through
         Minimum monthly charge per circuit                        ICB                    ICB                    ICB                   ICB

         *above off-net rates applied to in-region only, out of region off-net pricing per ICB.




                                                            Proprietary Information
The information contained in this Agreement is not for use or disclosure outside SBC, Supplier, their Affiliates and their third party representatives,
                                          except under written Agreement by the contracting Parties.

                                                                          18

								
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