Common use of Denial/Restoral OSS Charge Clause in Contracts

Denial/Restoral OSS Charge. In the event <<customer_name>> provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. Exhibit A <<customer_name>> will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> MPOWER provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> MPOWER will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>MPOWER. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Version 1Q00:3/6/00 The Parties agree that MPOWER will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Version 1Q00:3/6/00 Type of Service AL FL GA KY LA MS NC SC TN Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Version1Q00:3/6/00 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> ICG provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> ICG will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>ICG. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> The Parties agree that ICG will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes 2 Contract Service Arrangements Yes Yes 3 Promotions - > 90 Days (Note 2) Yes Yes 4 Promotions - < 90 Days (Note 2) No No 5 Lifeline/Link Up Services Note 3 Note 3 6 911/E911 Services Yes Yes 7 N11 Services No No 8 AdWatchSM Svc (See Note 4 ) Yes Yes 9 MemoryCall® Service Yes Yes Yes Yes Yes Yes Yes Yes 8 No 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No 12 Non-Recurring Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User 13 Customer Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:1 Grandfathered services can be resold only to existing subscribers of the grandfathered service.

Denial/Restoral OSS Charge. In the event <<customer_name>> BSE provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> BSE will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>BSE. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> BSE will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> API provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> API will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>API. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan API will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> SouthEast provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> SouthEast will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>SouthEast. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan SouthEast will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. However, in cases such as Local Number Portability (LNP), Remote Call Forwarding (RCF), extensions and transfer orders, where paper orders are required, BellSouth will not include such orders in the total percentage of paper order placed in a given year. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 4 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Yes Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes 5 911/E911 Services Yes Yes Yes Yes Yes Yes Yes Yes No No Yes Yes Yes Yes Yes Yes Yes 7 MemoryCall®Service Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 10 Non-RecurCharges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> NAS provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> NAS will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>NAS. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan NAS will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Citizen Phone provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Citizen Phone will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Citizen Phone. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Citizen Phone will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> CLEC-1 provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> CLEC-1 will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>CLEC-1. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan The Parties agree that CLEC-1 will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Type of Service AL FL GA KY LA MS NC SC TN Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> NA Communications provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> NA Communications will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>NA Communications. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> The Parties agree that NA Communications will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Type of Service AL FL GA KY LA MS NC SC TN 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> SouthEast provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> SouthEast will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>SouthEast. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan SouthEast will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. However, in cases such as Local Number Portability (LNP), Remote Call Forwarding (RCF), extensions and transfer orders, where paper orders are required, BellSouth will not include such orders in the total percentage of paper order placed in a given year. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Discoun 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 4 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes 8 Mobile Yes Note 4 Yes Yes Yes Yes 5 911/E911 Services Yes Yes Yes Yes Yes Yes Yes Yes No No Yes Yes 6 N11 Services Yes Yes Yes Yes Yes Yes No No No No Yes Yes 7 MemoryCall®Servic e Yes No Yes No Yes No Yes No Yes No Yes No 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No 10 Non-RecurCharges Yes No Yes No Yes No Yes Yes Yes Yes Yes Yes Yes Yes Yes 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> Broadslate provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A Broadslate will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Broadslate. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan Broadslate will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. 42 of 445 Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> EPB Telecommunications provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> EPB Telecommunications will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>EPB Telecommunications. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> EPB Telecommunications will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> MPOWER provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> XXXXXX will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>XXXXXX. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan The Parties agree that MPOWER will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Type of Service AL FL GA KY LA MS NC SC TN 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> DV2 provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> DV2 will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>DV2. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> The Parties agree that DV2 will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Type of Service AL FL GA KY LA MS NC SC TN Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> Premier Connection, Inc. provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Premier Connection, Inc. will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>. Premier Connection, Inc.. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan Premier Connection, Inc. will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Knology provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Knology will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Knology. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Knology will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> CBX Communications provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> CBX Communications will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>CBX Communications. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> CBX Communications will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> CBX Communications provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> CBX Communications will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>CBX Communications. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan CBX Communications will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Tricom Mobile Paging provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Tricom Mobile Paging will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Tricom Mobile Paging . Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Tricom Mobile Paging will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Centennial provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Centennial will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Centennial. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan The Parties agree that Centennial will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Type of Service AL FL GA KY LA MS NC SC TN 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> REI Communications provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> REI Communications will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>REI Communications. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan REI Communications will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> LS-One provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> LS-One will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>LS-One. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan LS-One will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> The MoneyPlace provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A The MoneyPlace will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>The MoneyPlace. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> The MoneyPlace will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> MRC provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> MRC will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>MRC. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan MRC will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. 40 of 409 Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> Sun-Tel USA, Inc. provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Sun-Tel USA, Inc. will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>. Sun- Tel USA, Inc.. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Sun-Tel USA, Inc. will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Lone Star State Telephone Company provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Lone Star State Telephone Company will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Lone Star State Telephone Company. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan Lone Star State Telephone Company will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:No

Denial/Restoral OSS Charge. In the event <<customer_name>> U.S. South provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> U.S. South will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>U.S. South. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan U.S. South will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. 41 of 433 Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 4 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Yes Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 7 MemoryCall®Service Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 0 Non-RecurCharges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 1 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 2 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 3 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Excelink Communications provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Excelink Communications will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Excelink Communications. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Excelink Communications will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Interlink Network Resources provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Interlink Network Resources will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Interlink Network Resources. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Interlink Network Resources will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Lightning Communications provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Lightning Communications will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Lightning Communications. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Lightning Communications will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Money To Go provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Money To Go will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Money To Go. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> The Parties agree that Money To Go will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Type of Service AL FL GA KY LA MS NC SC TN Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> Sail NetWorks provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Sail NetWorks will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Sail NetWorks. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Sail NetWorks will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Phone Link, Inc. provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Phone Link, Inc. will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>. Phone Link, Inc.. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan Phone Link, Inc. will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. 21 of 460 Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> New Access provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A New Access will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>New Access. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> New Access will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> MPC provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> MPC will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>MPC. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> The Parties agree that MPC will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Type of Service AL FL GA KY LA MS NC SC TN 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> Preferred provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Preferred will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Preferred. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Preferred will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Xxxxxxx provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Xxxxxxx will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Xxxxxxx. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan The Parties agree that Xxxxxxx will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Type of Service AL FL GA KY LA MS NC SC TN 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> BSE provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> BSE will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>BSE. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan BSE will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> QuantumShift provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> QuantumShift will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>QuantumShift. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan QuantumShift will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. 74 of 422 Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Easy Telephone Services Company provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A Easy Telephone Services Company will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Easy Telephone Services Company. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Easy Telephone Services Company will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 4 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Yes Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes 5 911/E911 Services Yes Yes Yes Yes Yes Yes Yes Yes No No Yes Yes Yes Yes Yes Yes Yes 7 MemoryCall®Service Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 10 Non-RecurCharges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> NATIONSLINK COMMUNICATIONS provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> NATIONSLINK COMMUNICATIONS will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>NATIONSLINK COMMUNICATIONS. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> NATIONSLINK COMMUNICATIONS will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> TLX provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> TLX will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>TLX. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan The Parties agree that TLX will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Type of Service AL FL GA KY LA MS NC SC TN 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> Tel-America Communications provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Tel-America Communications will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Tel-America Communications. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Tel-America Communications will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> API provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A API will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>API. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan API will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Tricom Mobile Paging provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Tricom Mobile Paging will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Tricom Mobile Paging . Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan Tricom Mobile Paging will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Xxxx Communications provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Xxxx Communications will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Xxxx Communications. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Xxxx Communications will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Phone Home provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Phone Home will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Phone Home. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan Phone Home will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> CI2 provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> CI2 will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>CI2. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> CI2 will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> ETS provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> ETS will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>ETS. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Version 1Q00:3/6/00 The Parties agree that ETS will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Version 1Q00:3/6/00 Type of Service AL FL GA KY LA MS NC SC TN Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Version1Q00:3/6/00 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> Lightyear provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Lightyear will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Lightyear. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> The Parties agree that Lightyear will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and an analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Type of Service AL FL GA KY LA MS NC SC TN 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> Accutel provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Accutel will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Accutel. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> The Parties agree that Accutel will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Type of Service AL FL GA KY LA MS NC SC TN 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> IDS provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Interconnection Agreement-AL/KY/LA/MS/TN Exhibit A IDS will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>IDS. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan IDS will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Interconnection Agreement-AL/KY/LA/MS/TN 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> VarTec provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A VarTec will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>VarTec. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> VarTec will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 4 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Yes Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes 5 911/E911 Services Yes Yes Yes Yes Yes Yes Yes Yes No No Yes Yes Yes Yes Yes Yes Yes 7 MemoryCall®Service Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 10 Non-RecurCharges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Xxxx provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Xxxx will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Xxxx . Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan Xxxx will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Columbus Local provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Columbus Local will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Columbus Local. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan Exhibit A Columbus Local will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. 42 of 575 Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Access One provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Access One will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Access One. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> The Parties agree that Access One will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Type of Service AL FL GA KY LA MS NC SC TN Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Version1Q00:2/17/00

Denial/Restoral OSS Charge. In the event <<customer_name>> MPOWER provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> MPOWER will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>MPOWER. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Version 1Q00:3/6/00 The Parties agree that MPOWER will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Version 1Q00:3/6/00 Type of Service AL FL GA KY LA MS NC SC TN Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 52 of 547 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> SPARDI provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A SPARDI will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>SPARDI. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> SPARDI will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> QuantumShift provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> QuantumShift will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>QuantumShift. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan QuantumShift will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. 43 of 422 Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> API provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> API will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>API. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> API will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Direct-Tel USA, LLC provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A Direct-Tel USA, LLC will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Direct-Tel USA, LLC. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan Direct-Tel USA, LLC will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> EZ Phone, Inc. provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A EZ Phone, Inc. will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>. EZ Phone, Inc.. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan EZ Phone, Inc. will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. 41 of 54 Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> NTERA, INC. provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A NTERA, INC. will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>. NTERA, INC.. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan NTERA, INC. will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. 42 of 435 Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Chapel provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Chapel will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Chapel. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Chapel will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Advantel provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Advantel will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Advantel. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan Advantel will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> PowerNet provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> PowerNet will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>PowerNet. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan PowerNet will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Light Networks provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Light Networks will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Light Networks. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan The Parties agree that Light Networks will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Type of Service AL FL GA KY LA MS NC SC TN 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> VELOCITY provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A VELOCITY will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>VELOCITY. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> VELOCITY will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. Exhibit A <<customer_name>> will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. Threshold Billing Plan <<customer_name>> will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> ALLTEL provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> ALLTEL will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>ALLTEL. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan The Parties agree that ALLTEL will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Version 1Q00:3/6/00 ALLTEL/BST Redline 11/29/00 Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Version 1Q00:3/6/00 ALLTEL/BST Redline 11/29/00 Type of Service AL FL GA KY LA MS NC SC TN 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 53 of 721 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> Knology provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Knology will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Knology. Exhibit A Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Knology will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Birch provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Xxxxx will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Xxxxx. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> EXHIBIT A The Parties agree that Xxxxx will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Type of Service AL FL GA KY LA MS NC SC TN 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> Pyramid provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Pyramid will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Pyramid. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> The Parties agree that Pyramid will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Type of Service AL FL GA KY LA MS NC SC TN Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> Edge Connections provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Edge Connections will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Edge Connections. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Edge Connections will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> LTS of Rocky Mount, LLC provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A LTS of Rocky Mount, LLC will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>LTS of Rocky Mount, LLC. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan LTS of Rocky Mount, LLC will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. Threshold Billing Plan <<customer_name>> will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Arrow provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Arrow will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Arrow. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Arrow will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> USA Digital provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> USA Digital will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>USA Digital. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> The Parties agree that USA Digital will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Type of Service AL FL GA KY LA MS NC SC TN Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> IDS provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> IDS will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>IDS. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> IDS will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> VarTec provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> VarTec will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>VarTec. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan VarTec will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount D 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 4 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Yes Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes 5 911/E911 Services Yes Yes Yes Yes Yes Yes Yes Yes No No Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 44 10 Non-RecurCharges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> IDS provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Interconnection Agreement-AL/KY/LA/MS/TN IDS will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>IDS. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan IDS will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Interconnection Agreement-AL/KY/LA/MS/TN 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes

Denial/Restoral OSS Charge. In the event <<customer_name>> Lone Star State Telephone Company provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A Lone Star State Telephone Company will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Lone Star State Telephone Company. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Lone Star State Telephone Company will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:No

Denial/Restoral OSS Charge. In the event <<customer_name>> Best Communications provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A Best Communications will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Best Communications. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Best Communications will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Interlink Network Resources provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Interlink Network Resources will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Interlink Network Resources. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan Interlink Network Resources will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. Exhibit A <<customer_name>> will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. Threshold Billing Plan <<customer_name>> will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Pilgrim provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Pilgrim will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Pilgrim. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan Pilgrim will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> VVI provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> VVI will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>VVI. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> VVI will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Smart-Tel provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Smart-Tel will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Smart-Tel. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Smart-Tel will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Dialogica Communications provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A Dialogica Communications will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Dialogica Communications. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan Dialogica Communications will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> VELOCITY provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> VELOCITY will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>VELOCITY. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> VELOCITY will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> King Tel, Inc. provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A King Tel, Inc. will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>. King Tel, Inc.. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan King Tel, Inc. will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> CCI provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> CCI will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>CCI. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> CCI will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s CLECs’ future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 5 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 10 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 11 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 12 Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No 13 End User Line Chg- Charge – Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 14 Public Telephone Access Svc(PTASService (PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> DAVCO, Inc. provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A DAVCO, Inc. will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>. DAVCO, Inc.. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> DAVCO, Inc. will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Wakul provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Exhibit A Xxxxx will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Xxxxx. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Wakul will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> Personal Paging provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> Personal Paging will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>Personal Paging. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Personal Paging will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:

Denial/Restoral OSS Charge. In the event <<customer_name>> ZNC provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location. <<customer_name>> ZNC will incur an OSS charge for an accepted LSR that is later canceled by <<customer_name>>ZNC. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge. <<customer_name>> Threshold Billing Plan ZNC will incur the mechanized rate for all LSRs, both mechanized and manual, if the percentage of mechanized LSRs to total LSRs meets or exceeds the threshold percentages shown below: Year Ratio: Mechanized/Total LSRs 2000 80% 2001 90% The threshold plan will be discontinued in 2002. BellSouth will track the total LSR volume for each CLEC for each quarter. At the end of that time period, a Percent Electronic LSR calculation will be made for that quarter based on the LSR data tracked in the LCSC. If this percentage exceeds the threshold volume, all of that CLEC’s future manual LSRs for the following quarter will be billed at the mechanized LSR rate. To allow time for obtaining and analyzing the data and updating the billing system, this billing change will take place on the first day of the second month following the end of the quarter (e.g. May 1 for 1Q, Aug 1 for 2Q, etc.). There will be no adjustments to the amount billed for previously billed LSRs. Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Resale Discount Discoun 1 Grandfathered Services (Note 1) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 4 Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes 8 Mobile Yes Note 4 Yes Yes Yes Yes 5 911/E911 Services Yes Yes Yes Yes Yes Yes Yes Yes No No Yes Yes 6 N11 Services Yes Yes Yes Yes Yes Yes No No No No Yes Yes 7 MemoryCall®Servic e Yes No Yes No Yes No Yes No Yes No Yes No 8 Mobile Services Yes No Yes No Yes No Yes No Yes No Yes No 9 Federal Subscriber Line Charges Yes No Yes No Yes No Yes No Yes No Yes No 10 Non-RecurCharges Yes No Yes No Yes No Yes Yes Yes Yes Yes Yes Yes Yes Yes 11 End User Line Chg- Number Portability Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No 12 Public Telephone Access Svc(PTAS) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes 13 Inside Wire Maint Service Plan Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Yes No Applicable Notes:Yes