Sections IV. A.4.a and IV.A.4.b of the Agreement shall be deleted and replaced in their entirety by the following:
a. Where Cellco has leased trunks and facilities from the AT&T ILECs for interconnection between the Parties, Cellco shall make such trunks and facilities available to the AT&T ILECs for the AT&T ILECs’ use. If the AT&T ILECs elect to use such trunks and facilities to deliver AT&T ILEC-originated Local Traffic to Cellco for termination, then the Parties agree that Cellco will charge the AT&T ILECs for the AT&T ILECs’ use of such trunks and facilities on a monthly basis as follows: To determine the monthly trunk and facility compensation owed by the AT&T ILECs to Cellco, Cellco shall apply a mutually agreed upon Shared Facility Factor (“SFF”) to the recurring DS1 and below trunk and facility charges billed by the AT&T ILECs to Cellco, that are associated with only the trunks and facilities used to transport AT&T ILEC-originated, Cellco-terminated Local Traffic, billed to Cellco by the AT&T ILECs.
b. The Shared Facility Factor can be developed on a state- by- state basis or a multiple state basis, as mutually agreed by the Parties, and shall be calculated by adding the Facility Use Factor plus the Facility Use Factor times the percent of DS3 charges to DS1 and below charges plus the Facility Use Factor times the percent of ring charges to DS1 and below charges, i.e., SFF = Facility Use Factor + (Facility Use Factor x (DS3 charges/DS1 and below charges)) + (Facility Use Factor x (ring charges/DS1 and below charges)) rounded to a single decimal. The Facility Use Factor, used in the Shared Facility Factor calculation, shall be calculated by dividing the measured AT&T ILEC- originated, Cellco-terminated Local Traffic Minutes of Use (“MOUs”) by the total measured MOUs that transverse the trunks and facilities in both directions, including all Intermediary (Transit) Traffic, rounded to a single decimal.
c. Except for the Shared Facility Factor, as described herein, Cellco shall not charge the AT&T ILECs for any other charges for the AT&T ILECs’ use of the trunks and facilities leased by Cellco.
d. A review of the Shared Facility Factor may be requested in writing by either Party, no more frequently than every six
Sections IV. A and IV.B are each hereby amended by deleting the phrase “Bankruptcy Court” and substituting in lieu thereof “Court.”
(a) The definition of “Confirmation Order” set forth in Section I.G is hereby amended by deleting subsections (ii) and (v) thereof in their entirety and inserting in lieu thereof the following, respectively:
Sections IV. A. and B. of the Agreement are hereby deleted in their entirety and the following language is inserted in lieu thereof:
Sections IV. C and IV.D of the Collateral Trust Agreement shall be replaced in their entirety with:
Sections IV. H. and I. and VI.A.(1) and (2) are deleted and VI.A.(3) shall be renumbered as VI.A.(8). The following section is hereby added as Section VI.A. and Section VI. is hereby renamed "Standard of Care and Liability of Custodian".
