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.)

  1. 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.
  1. 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, Customersmust 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:

  1. 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 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”

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 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 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.”

  1. 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.