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					                                PENNSYLVANIA
                          PUBLIC UTILITY COMMISSION
                             Harrisburg, PA 17105-3265


                                                   Public Meeting held November 6, 2009

Commissioners Present:

      James H. Cawley, Chairman
      Tyrone J. Christy, Vice Chairman
      Kim Pizzingrilli
      Wayne E. Gardner, Absent
      Robert F. Powelson


Joint Application of The United Telephone                   Docket No. A-2008-2076038
Company of Pennsylvania LLC d/b/a Embarq
Pennsylvania and Embarq Communications, Inc.
For approval of the Indirect Transfer of Control
To CenturyTel, Inc.


                        TENTATIVE OPINION AND ORDER


BY THE COMMISSION:


             In Joint Application of The United Telephone Company of Pennsylvania LLC
d/b/a Embarq Pennsylvania and Embarq Communications, Inc. For Approval of the Indirect
Transfer of Control To CenturyTel, Inc., Docket No. A-2008-2076038 (Order entered
May 28, 2009) (Merger Order), the Pennsylvania Public Utility Commission (Commission)
approved the Joint Application for the indirect transfer of control of The United Telephone
Company of Pennsylvania d/b/a Embarq Pennsylvania (Embarq PA) and Embarq
Communications, Inc. (ECI) (collectively Embarq) to CenturyTel, Inc. (CenturyTel).1 In
pertinent part, Ordering Paragraph 5. of that Order stated:

                       5.     That the Joint Application of The United
               Telephone Company of Pennsylvania LLC d/b/a Embarq
               Pennsylvania and Embarq Communications, Inc. for Approval
               of the Indirect Transfer of Control to CenturyTel, Inc. is
               granted, subject to the duly authorized officers of The United
               Telephone Company of Pennsylvania LLC d/b/a Embarq
               Pennsylvania and Embarq Communications, Inc. having filed
               with the Pennsylvania Public Utility Commission within thirty
               (30) days of the entry date of the Commission’s Order their
               fully-executed written acceptance of each of the following
               conditions:

                                      *      *       *

                       h.     Any merger conditions imposed by the [Federal
               Communications Commission (FCC)] with regard to offering
               stand-alone DSL also shall be extended to Embarq’s
               Pennsylvania customers to the extent it is possible. The
               Commission reserves the right to issue a subsequent Order that
               may incorporate additional merger conditions mirroring those
               established by the FCC to the extent that these FCC conditions
               are consistent with applicable Pennsylvania law.


This Tentative Opinion and Order deals with the incorporation of the federally imposed
conditions in the merger of Embarq and CenturyTel to this Commission’s Order approving
the corporate merger and transfer of control within Pennsylvania.


                        Background and History of this Proceeding


               On November 21, 2008, Embarq filed an application with the Commission
seeking all approvals required under the Pennsylvania Public Utility Code (Code), 66 Pa.


       1
               It should be noted that Embarq PA is currently operating under the name of
CenturyLink.

                                                 2
C.S. §§ 101 et seq., for the indirect transfer of control of Embarq to CenturyTel. The
Application was assigned to Administrative Law Judge (ALJ) Wayne L. Weismandel,
who conducted a hearing on March 3, 2009. Pre-filed written direct testimony was
admitted into evidence upon affidavit of the sponsoring witness, with cross-examination
waived. Oral rejoinder testimony was offered by several witnesses, with an opportunity
to cross-examine these witnesses. Main Briefs were filed by Embarq and CenturyTel, the
Office of Consumer Advocate (OCA), the Office of Small Business Advocate (OSBA),
and the Broadband Cable Association of Pennsylvania (BCAP). These parties also filed
Reply Briefs.

                ALJ Weismandel issued his Initial Decision on April 6, 2009. ALJ
Weismandel found that the proposed indirect transfer of control was in the public interest
because it will affirmatively promote the service, accommodation, convenience or safety
of the public in a substantial way. I.D. at 20-28. ALJ Weismandel recommended
approval of the Joint Application without any conditions.


                Exceptions were filed on or about April 17, 2009, and Reply Exceptions
were filed on April 23, 2009.


                By our Merger Order entered on May 28, 2009, we approved the Joint
Application subject to certain conditions. As stated previously, one of those conditions was
that the Commission explicitly reserved the right to issue a subsequent Order that could
incorporate additional merger conditions mirroring those established by the FCC to the extent
that those FCC conditions are consistent with applicable Pennsylvania law. Merger Order,
Ordering Paragraph 5.h. The Joint Applicants formally stated their acceptance of the
Commission’s Merger Order conditions via a letter to the Commission dated May 28, 2009.


                On June 25, 2009, the FCC released its Memorandum Opinion and Order
addressing the transfer of control of Embarq Corporation to CenturyTel, Inc. In re Applications



                                               3
Filed for the Transfer of Control of Embarq Corporation to CenturyTel, Inc., (FCC June 25,
2009) WC Docket No. 08-238, Memorandum Opinion and Order, FCC 09-54 (FCC Order).
The FCC Order largely adopted the voluntary commitments made by Embarq Corporation and
CenturyTel, Inc. as merger conditions. These merger conditions were delineated in Appendix
C to the FCC Order (attached).


              On June 26, 2009, the OSBA appealed the Commission’s Merger Order to the
Commonwealth Court. By Order dated September 24, 2009, the Commonwealth Court
remanded this appeal to the Commission “for further proceedings limited to the consideration
of the safeguards and conditions contained in the June 25, 2009 memorandum opinion and
order of the Federal Communications Commission in the proceeding captioned In the Matter of
Applications Filed for the Transfer of Control of Embarq Corporation to CenturyTel, Inc. at
WC Docket No. 08-238.” William R. Lloyd, Jr., Small Business Advocate v. Pa. Pub. Util.
Comm’n, Pa. Cmwlth Ct., No. 1227 C.D. 2009, Order of September 24, 2009 (Commonwealth
Court Order) (emphasis in the original).2 The Commonwealth Court Order relinquished the
Court’s jurisdiction in this matter for the above-referenced limited purpose without restricting
or otherwise limiting the legal positions currently advanced by the parties in the appeal that was
pending before the Court.


                     Process for the Incorporation of FCC Conditions


              In the Merger Order, we put the Parties to this proceeding on notice that this
Commission may amend its Merger Order to incorporate the FCC’s conditions if those
conditions are consistent with applicable Pennsylvania law. Merger Order, Ordering
Paragraph No. 5.h. When we issued our Merger Order, federal approval of the underlying
transaction was still pending before the FCC. Now that the FCC has approved the underlying
transaction, we shall move forward expeditiously to incorporate the FCC Order merger


       2
              Internal Pa. PUC Docket No. B-2009-2117019.

                                                4
conditions into our own Pennsylvania-specific directives pertaining to the merger transaction
to the extent that the FCC merger conditions are consistent with applicable Pennsylvania law.


              At the same time, we must also adequately safeguard the due process rights of
the Parties, while avoiding undue delay in the appeal that is currently on remand from the
Commonwealth Court. We believe the issuance of a Tentative Order and the solicitation of
comments and reply comments may be sufficient to afford the required due process while
affording this Commission the necessary flexibility to move with all deliberate speed.


              Given our original disposition of this matter and the related evidentiary
adjudication below, we expect that the Parties can use comments and reply comments to
apprise the Commission of all relevant arguments concerning the incorporation of the final
FCC merger conditions as proposed in this Tentative Order. However, in the event that any
Party seeks to make material factual arguments on the FCC conditions that should be adopted
in a Commission supplemental decision governing this merger transaction, this limited
proceeding will be referred to the Office of Administrative Law Judge (OALJ) for the
conduct of expeditious and appropriate evidentiary hearings before a presiding ALJ and the
timely issuance of a Recommended Decision. The Parties are instructed to file timely and
appropriate motions to that effect, as needed, with the Secretary’s Bureau. One copy of any
such Motion shall be sent to the Law Bureau and one copy shall be sent to the Office of
Special Assistants. Our advisory Staff in the Law Bureau and the Office of Special
Assistants shall bring these submissions to the attention of the Commission for referral to
OALJ through the timely issuance of a Secretarial Letter.


                   Proposed Incorporation of FCC Merger Conditions


              On a tentative basis, we propose the incorporation of the FCC Order merger
conditions listed below. A summary justification for each proposal is also provided below.




                                               5
              The following conditions are proposed to be incorporated:


              For Embarq operating companies, the merged company will
              maintain substantially the service levels that Embarq has
              provided for wholesale operations, subject to reasonable and
              normal allowances for the integration of CenturyTel and
              Embarq systems.3

                    For two years after the Transaction Closing Date, the
              merged company will maintain service levels for the Embarq
              operating companies that are comparable to those Embarq
              wholesale customers experienced pre-merger.
                    Orders will be processed in compliance with federal
              and state law, as well as the terms of applicable
              interconnection agreements.
                    The Applicants will combine each company’s
              wholesale systems into a single platform for the merged
              company. To integrate systems, new code must be developed
              and implemented. It is possible that wholesale customers may
              experience temporary conversion related issues as systems are
              converted. The merged company will use best efforts to
              minimize any potential impacts on wholesale customers.
                   A reasonable transition is anticipated whereby the
              Applicants intend to migrate onto their new systems on a
              market-by-market basis to facilitate a smooth transition.
                   Applicants will notify wholesale customers 30 days in
              advance of the anticipated integration of wholesale OSS on a
              market-by-market basis.


FCC Order Appendix C at 27-28.


              These FCC Order merger conditions are largely compatible with our Merger
Order. Merger Order, Ordering Paragraph No. 5.a, at 60. However, the FCC-imposed
conditions provide a greater level of technical and operational detail and the Parties should



       3
              Emphasis in original.

                                               6
comment on whether all of the FCC condition parameters should be incorporated in our own
supplemental directives governing this merger.


              It should be noted that we do not propose to incorporate certain FCC Order
merger conditions relating to the wholesale service performance metrics reporting. FCC
Order Appendix C at 27-28. This is suggested because such reporting will take place at the
federal level and such reporting most likely will be redundant and unnecessary if it were to
be imposed on an aggregate or Pennsylvania-specific level.


              The FCC Order condition that addresses the use of Embarq’s automated
Operation Support Systems (OSS) for the provision of wholesale services (see Appendix C at
28) is compatible with our Merger Order condition that mandates the adoption of “Embarq’s
EASE service ordering system.” Merger Order, Ordering Paragraph No. 5.c, at 61.


              The Parties should address whether the following FCC Order conditions
should be incorporated in our supplemental merger directives even though they may appear at
first glance to apply to CenturyTel operations that may be situated outside Pennsylvania.

              In the interim, CenturyTel will devote additional resources to
              its existing manual CLEC order processing system to ensure
              that all local number portability requests are promptly
              processed.4

                    As of April 20, 2009, CenturyTel had already added
              36% more employees to the existing 14 employees to handle
              port orders from carriers, for a total of 19. This number of
              employees will be maintained during the interim until
              integration. The merged company will continue to monitor
              the resources required to meet this commitment and will
              increase the number of employees necessary to port numbers
              in four business days and provide a firm order confirmation
              within one business day for normal levels of orders in


       4
              Emphasis in original.

                                              7
            compliance with FCC rules, subject to any requests by
            interconnectors for a later number porting date.
                  CenturyTel companies will not limit the number of
            ports that can be processed.
                  All CenturyTel CLEC customers are covered under
            this commitment.

            Applicants will improve CenturyTel companies’ processing of
            wholesale orders as follows5:

                 Local number portability orders will be processed
            through Embarq OSS within fifteen months of the
            Transaction Closing Date.
                 Provisioning intervals for DS1 loops may be amended,
            upon request, to include a 9 business day provisioning interval
            maximum.
                  No later than thirty months after the Transaction
            Closing Date, the CenturyTel companies will provision DS1
            loops within 6 business days, 80 percent of the time.
                  Within 120 days of the Transaction Closing Date, the
            merged company will implement and make available to
            CLECs Embarq’s TELRIC-compliant coordinated loop and
            bulk loop hot cut processes for use with UNE loops, xDSL-
            capable UNE loops and x-DSL capable UNE subloops
            offered by Embarq and CenturyTel operating companies.
                  Within fifteen months of the Transaction Closing Date,
            maintenance and repair calls for DS1 or higher UNE services
            will be answered at the Embarq wholesale services operations
            center. In addition, the merged company will provide
            dedicated resources to handle wholesale maintenance and
            repair calls.
                  When a number is ported from CenturyTel, E-911
            records will be unlocked at the time of porting. Trouble
            reports involving locked E-911 records will be addressed
            within 24 hours.

FCC Order Appendix C at 28-29.

      5
            Emphasis in original.

                                            8
             The following FCC Order merger conditions to a certain extent reflect the
Commission’s own Merger Order directives. Merger Order, Ordering Paragraph No. 5.b
at 60. However, the Parties should comment on whether the technical and operational
specificity of the FCC conditions render them useful for incorporation in the Commission’s
supplemental merger directives.

             The Applicants are willing to negotiate multiple
             interconnection contracts in a state at the same time in most
             circumstances when such consolidated negotiations will aid
             in addressing common issues.6

                    In many states, the Applicants operate both Rural and
             Nonrural companies with unique network and cost
             characteristics. For a period of two years after the
             Transaction Closing Date, the merged company is willing to
             negotiate all Rural company interconnection contracts in a
             state at the same time and all Nonrural company
             interconnection contracts in a state at the same time. These
             unified negotiations will include negotiation of common
             terms, but the company reserves the right during those unified
             negotiations to ask for individual terms which are unique to
             each operating company in the state. These individual terms
             are limited to rates, different physical interconnection points
             reflecting network configurations, or where unified terms are
             otherwise technically infeasible.
                   Each legal entity will continue to have its own
             interconnection contract, but these contracts will be
             negotiated jointly as indicated above. Joint negotiations will
             substantially ease the burden on interconnecting carriers.
                   As the carriers integrate operations, the companies
             expect that the merged company will naturally gravitate
             toward consistent terms in a state, albeit separately for Rural
             and Nonrural operating companies, subject to the necessary
             unique terms described above.
                   No Embarq or CenturyTel legal entity shall terminate
             or change the conditions of a currently effective

      6
             Emphasis in original.

                                              9
              interconnection agreement that is in its initial term as of the
              Transaction Closing Date, including the point of
              interconnection (POI), for a period of three years after the
              Transaction Closing Date, unless requested by the
              interconnecting party.
                    No Embarq or CenturyTel legal entity shall terminate
              or change the conditions of any other effective
              interconnection agreement, including the POI, for a period of
              two years after the Transaction Closing Date, unless requested
              by the interconnecting party. This commitment excludes
              inactive agreements, which are those agreements that are not
              used by an interconnector to obtain service or for which a
              termination notice was sent prior to May 10, 2009.
                    A party may use § 252(i) to opt in to an
              interconnection agreement for no more than the remaining
              length of that particular agreement pursuant to the previous
              two bullets. No opt-ins are permitted for inactive agreements.
                    Neither the Applicants nor the interconnected carrier
              waive any rights to seek an amendment to reflect prior and
              future changes of law.
                    During this period, the interconnection agreement may
              be terminated only via the interconnected carrier’s request
              unless terminated pursuant to the agreement’s “default
              provisions.”

FCC Order Appendix C at 29-30.


              In view of the following FCC Order conditions, the Parties should provide
appropriate comment on the timeline applicability for the supplemental merger directives
of FCC origin that we tentatively intend to adopt.

              For a period of 12 months after the Transaction Closing
              Date, the merged company agrees not to file a forbearance
              petition that seeks to alter the current status of any facility
              currently offered as a loop or transport UNE under Section
              251(c)(3) of the Act or to request any new pricing flexibility
              for special access services in any market.7
       7
              Emphasis in original.

                                               10
             For three years after the Transaction Closing Date, the
             CenturyTel and Embarq operating companies will offer to
             Internet service providers, for their provision of broadband
             Internet access service to ADSL-capable retail customer
             premises, ADSL transmission service in their respective
             territories that is functionally the same as the services they
             offered as of the Transaction Closing Date. Each local
             operating company’s wholesale offering will be at a price not
             greater than its retail price in the same state for ADSL service
             that is separately purchased by customers who also subscribe
             to that local operating company’s local telephone service.8

                   An ADSL transmission service shall be considered
             “functionally the same” as the service the CenturyTel or
             Embarq local operating company offered within its individual
             local operating company territory as of the Transaction
             Closing Date if the ADSL transmission service relies on ATM
             transport from the DSLAM (or equivalent device) to the
             interface with the Internet service provider, and provides a
             maximum asymmetrical downstream speed of up to 3.0 Mbps,
             where available (the “Broadband ADSL Transmission
             Service”).
                    Nothing in this commitment shall require any
             CenturyTel or Embarq local operating company to serve any
             geographic areas it currently does not serve with Broadband
             ADSL Transmission Service or to provide Internet service
             providers with broadband Internet access transmission
             technology that was not offered by that local operating
             company to such providers in its operating company territory
             as of the Transaction Closing Date.

FCC Order Appendix C at 28-30.

             We do not propose the incorporation of certain FCC Order merger conditions
relating to the deployment of broadband facilities and services. FCC Order Appendix C at
31. This topic is governed by our own disposition of the substantially same issue in our
Merger Order and the applicable provisions of the Chapter 30 Alternative Regulation and



      8
             Emphasis in original.

                                             11
Network Modernization Plan (NMP) for Embarq’s Pennsylvania operations. Merger Order
at 34.


                                           Conclusion


              For the foregoing reasons, the Commission proposes to incorporate the FCC
Merger conditions set forth above as additional conditions to this Commission’s approval of
the indirect transfer of control of Embarq to CenturyTel in Pennsylvania. We will issue this
Opinion and Order in tentative fashion to provide an opportunity for the Parties to comment
on the proposal; THEREFORE,


              IT IS ORDERED:


              1.       That this Tentative Opinion and Order shall be served on all Parties
and the Office of Administrative Law Judge.


              2.       That any Party may file a timely and appropriate Motion indicating
that the presence of material factual issues necessitates referral of this matter to the Office
of Administrative Law Judge for the appropriate and timely conduct of evidentiary
hearings and the issuance of a Recommended Decision. In addition to submitting the
Motion to the Secretary’s Office, Parties are directed to submit an electronic copy of any
Motion filed pursuant to this Ordering Paragraph to Lawrence F. Barth in the Law Bureau
(lbarth@state.pa.us) and to Jonathan P. Nase in the Office of Special Assistants
(jnase@state.pa.us).


              3.       That, if submissions are made pursuant to Ordering Paragraph 2 that
indicate the necessity for an evidentiary hearing, the Office of Special Assistants, in
conjunction with the Law Bureau, shall timely advise the Commission and an appropriate
Secretarial Letter shall be issued as needed for the timely referral of these proceedings to


                                                12
the Office of Administrative Law Judge for the appropriate and timely conduct of
evidentiary hearings and the issuance of a Recommended Decision.


             4.     That, within twenty (20) days of the date of entry of this Tentative
Opinion and Order, any Party may file Comments responding to the incorporation of FCC
Order merger conditions as proposed in this Tentative Opinion and Order. Within ten
(10) days after the date on which Comments are due, any Party may file Reply Comments.
Any Comments and Reply Comments that are filed pursuant to this Ordering Paragraph
will be addressed in a subsequent Commission Order.

                                                  BY THE COMMISSION,



                                                  James J. McNulty
                                                  Secretary

(SEAL)

ORDER ADOPTED:             November 6, 2009

ORDER ENTERED:             November 25, 2009




                                             13
                                 FCC ORDER - APPENDIX C

                                             Conditions

        The Applicants have offered certain voluntary commitments, enumerated below. Because
we find these commitments will serve the public interest, we accept them as conditions of our
approval. Unless otherwise specified herein, these commitments are effective as of the
Transaction Closing Date, which is defined for these purposes as the date on which the
Applicants consummate the proposed transaction approved herein. The commitments described
herein shall be null and void if CenturyTel and Embarq do not consummate the proposed
transaction, and there is no Transaction Closing Date. Unless otherwise specified herein, these
commitments will expire three years from the Transaction Closing Date.

        It is not the intent of these commitments to restrict, supersede, or otherwise alter state or
local jurisdiction under the Communications Act of 1934, as amended, or over the matters
addressed in these commitments, or to limit state authority to adopt rules, regulations,
performance monitoring programs, or other policies that are not inconsistent with these
commitments.

CenturyTel and Embarq Commitments

For Embarq operating companies, the merged company will maintain substantially the service
levels that Embarq has provided for wholesale operations, subject to reasonable and normal
allowances for the integration of CenturyTel and Embarq systems.

      For two years after the Transaction Closing Date, the merged company will maintain
       service levels for the Embarq operating companies that are comparable to those Embarq
       wholesale customers experienced pre-merger.
      Orders will be processed in compliance with federal and state law, as well as the terms of
       applicable interconnection agreements.
      For two years after the Transaction Closing Date, Embarq will continue to produce and
       make available CLEC service performance reporting via its wholesale website consistent
       with state commission requirements, except during system integration. Such
       performance data is available to any requesting CLEC today with respect to its carrier
       specific data for each respective state. In addition, access to the system and/or
       performance data will be made available to the FCC upon request.
      For two years after the Transaction Closing Date, the Embarq operating companies will
       maintain the following service metrics on a quarterly basis, separately for the states of
       Florida, Nevada, Ohio, North Carolina, Virginia, and all other states in the aggregate:
        Pre-ordering – average response time to pre-order queries calculated in seconds,
         which measures the number of seconds from Embarq’s receipt of a query from a
         CLEC to the time Embarq returns the requested data to the CLEC.
        Provisioning – average completed interval measured in days, which measures the
         average number of business days from receipt of a valid, error-free service request to
         the completion date in the service order entry system for new, move and change
         service orders, separately for all UNE, resale, and other CLEC services;
        Repair/Maintenance – customer trouble report rate, which measures the total number
         of network customer trouble reports received within a calendar month per 100
         units/UNEs, separately for all UNE, resale, and other CLEC services;
                                                   27
        Repair/Maintenance – average time to restore (service), which measures the average
         duration from the receipt of the customer trouble report to the time the trouble is
         cleared, separately for all UNE, resale, and other CLEC services; and
        Work Center – center responsiveness, which measures the average time it takes
         Embarq’s work center to answer a call expressed as the percentage of calls that are
         answered within 20 seconds.

      For the above-described metrics, Embarq will maintain a comparison of actual quarterly
       results to a benchmark value to be set at the 12-month average results achieved from
       April 1, 2008 through March 31, 2009. Embarq will maintain service at a level that is no
       less than one standard deviation from the benchmark value, 90 percent of the time.
      These metrics will be reported manually during system integration and made available to
       CLECs and the FCC as described above.
      The Applicants will combine each company’s wholesale systems into a single platform
       for the merged company. To integrate systems, new code must be developed and
       implemented. It is possible that wholesale customers may experience temporary
       conversion related issues as systems are converted. The merged company will use best
       efforts to minimize any potential impacts on wholesale customers.
      A reasonable transition is anticipated whereby the Applicants intend to migrate onto
       their new systems on a market-by-market basis to facilitate a smooth transition.
      Applicants will notify wholesale customers 30 days in advance of the anticipated
       integration of wholesale OSS on a market-by-market basis.



CenturyTel will integrate, and adopt for CenturyTel CLEC orders, the automated Operation
Support Systems (“OSS”) of Embarq within fifteen months of the transaction’s close.

      This condition means that wholesale OSS will be provided through the Embarq
       companies’ automated IRES and successor EASE system.



In the interim, CenturyTel will devote additional resources to its existing manual
CLEC order processing system to ensure that all local number portability requests are
promptly processed.

      As of April 20, 2009, CenturyTel had already added 36% more employees to the existing
       14 employees to handle port orders from carriers, for a total of 19. This number of
       employees will be maintained during the interim until integration. The merged company
       will continue to monitor the resources required to meet this commitment and will
       increase the number of employees necessary to port numbers in four business days and
       provide a firm order confirmation within one business day for normal levels of orders in
       compliance with FCC rules, subject to any requests by interconnectors for a later number
       porting date.
      CenturyTel companies will not limit the number of ports that can be processed.
      All CenturyTel CLEC customers are covered under this commitment.




                                                  28
Applicants will improve CenturyTel companies’ processing of wholesale orders as follows:

      Local number portability orders will be processed through Embarq OSS within fifteen
       months of the Transaction Closing Date.
      Provisioning intervals for DS1 loops may be amended, upon request, to include a 9
       business day provisioning interval maximum.
      No later than thirty months after the Transaction Closing Date, the CenturyTel
       companies will provision DS1 loops within 6 business days, 80 percent of the time.
      Within 120 days of the Transaction Closing Date, the merged company will implement
       and make available to CLECs Embarq’s TELRIC-compliant coordinated loop and bulk
       loop hot cut processes for use with UNE loops, xDSL-capable UNE loops and x-DSL
       capable UNE subloops offered by Embarq and CenturyTel operating companies.
      Within fifteen months of the Transaction Closing Date, maintenance and repair calls for
       DS1 or higher UNE services will be answered at the Embarq wholesale services
       operations center. In addition, the merged company will provide dedicated resources to
       handle wholesale maintenance and repair calls.
      When a number is ported from CenturyTel, E-911 records will be unlocked at the time of
       porting. Trouble reports involving locked E-911 records will be addressed within 24
       hours.



The Applicants are willing to negotiate multiple interconnection contracts in a state at the same
time in most circumstances when such consolidated negotiations will aid in addressing common
issues.

      In many states, the Applicants operate both Rural and Nonrural companies with unique
       network and cost characteristics. For a period of two years after the Transaction Closing
       Date, the merged company is willing to negotiate all Rural company interconnection
       contracts in a state at the same time and all Nonrural company interconnection contracts
       in a state at the same time. These unified negotiations will include negotiation of
       common terms, but the company reserves the right during those unified negotiations to
       ask for individual terms which are unique to each operating company in the state. These
       individual terms are limited to rates, different physical interconnection points reflecting
       network configurations, or where unified terms are otherwise technically infeasible.
      Each legal entity will continue to have its own interconnection contract, but these
       contracts will be negotiated jointly as indicated above. Joint negotiations will
       substantially ease the burden on interconnecting carriers.
      As the carriers integrate operations, the companies expect that the merged company will
       naturally gravitate toward consistent terms in a state, albeit separately for Rural and
       Nonrural operating companies, subject to the necessary unique terms described above.
      No Embarq or CenturyTel legal entity shall terminate or change the conditions of a
       currently effective interconnection agreement that is in its initial term as of the
       Transaction Closing Date, including the point of interconnection (POI), for a period of
       three years after the Transaction Closing Date, unless requested by the interconnecting
       party.




                                                   29
      No Embarq or CenturyTel legal entity shall terminate or change the conditions of any
       other effective interconnection agreement, including the POI, for a period of two years
       after the Transaction Closing Date, unless requested by the interconnecting party. This
       commitment excludes inactive agreements, which are those agreements that are not used
       by an interconnector to obtain service or for which a termination notice was sent prior to
       May 10, 2009.
      A party may use § 252(i) to opt in to an interconnection agreement for no more than the
       remaining length of that particular agreement pursuant to the previous two bullets. No
       opt-ins are permitted for inactive agreements.
      Neither the Applicants nor the interconnected carrier waive any rights to seek an
       amendment to reflect prior and future changes of law.
      During this period, the interconnection agreement may be terminated only via the
       interconnected carrier’s request unless terminated pursuant to the agreement’s “default
       provisions.”



For a period of 12 months after the Transaction Closing Date, the merged company agrees not
to file a forbearance petition that seeks to alter the current status of any facility currently offered
as a loop or transport UNE under Section 251(c)(3) of the Act or to request any new pricing
flexibility for special access services in any market.


For three years after the Transaction Closing Date, the CenturyTel and Embarq operating
companies will offer to Internet service providers, for their provision of broadband Internet
access service to ADSL-capable retail customer premises, ADSL transmission service in their
respective territories that is functionally the same as the services they offered as of the
Transaction Closing Date. Each local operating company’s wholesale offering will be at a price
not greater than its retail price in the same state for ADSL service that is separately purchased
by customers who also subscribe to that local operating company’s local telephone service.

      An ADSL transmission service shall be considered “functionally the same” as the service
       the CenturyTel or Embarq local operating company offered within its individual local
       operating company territory as of the Transaction Closing Date if the ADSL
       transmission service relies on ATM transport from the DSLAM (or equivalent device) to
       the interface with the Internet service provider, and provides a maximum asymmetrical
       downstream speed of up to 3.0 Mbps, where available (the “Broadband ADSL
       Transmission Service”).
      Nothing in this commitment shall require any CenturyTel or Embarq local operating
       company to serve any geographic areas it currently does not serve with Broadband
       ADSL Transmission Service or to provide Internet service providers with broadband
       Internet access transmission technology that was not offered by that local operating
       company to such providers in its operating company territory as of the Transaction
       Closing Date.




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The merged company expects to make substantial additional investment in broadband services.
The merged company will offer retail broadband Internet access service to 100 percent of its
broadband eligible access lines within three years of the Transaction Closing Date.

      To meet this commitment the merged company will make available retail broadband
       Internet access service with a download speed of 768 kbps to 90 percent of its broadband
       eligible access lines using wireline technologies within three years of the Transaction
       Closing Date. The merged company will make available retail broadband Internet access
       service in accordance with the FCC’s current definition of broadband to the remaining
       broadband eligible access lines using alternative technologies and operating
       arrangements, including but not limited to satellite and terrestrial wireless broadband
       technologies.
      In addition, the merged company will make available retail broadband Internet access
       service with a download speed of (1) 1.5 Mbps to 87% of the broadband eligible access
       lines within two years of the Transaction Closing Date and (2) 3 Mbps to 75% of
       broadband eligible access lines within one year of the Transaction Closing Date, 78% of
       broadband eligible lines within two years of the Transaction Closing Date, and 80% of
       broadband eligible lines within three years of the Transaction Closing Date.
      Broadband eligible access lines are defined as retail single-line residential and single-line
       business access lines.




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