EXHIBIT 10.11 TRANSPORT SERVICES AGREEMENT AGREEMENT NO. _______________ This Transport Services Agreement (this "Agreement") is made as of the Effective Date, by and between Williams Communications, Inc. d/b/a Williams Network, a Delaware corporation...

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Redacted portions have been marked with asterisks (****). Confidential treatment
has been requested for the redacted portions. The confidential redacted portions
have been filed separately with the Securities and Exchange Commission.

CONFIDENTIAL TREATMENT

EXHIBIT 10.11

TRANSPORT SERVICES AGREEMENT

AGREEMENT NO. _______________

This Transport Services Agreement (this "Agreement") is made as of the
Effective Date, by and between Xxxxxxxx Communications, Inc. d/b/a Xxxxxxxx
Network, a Delaware corporation ("Xxxxxxxx"), with its principal place of
business at Xxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxx, Xxxxxxxx 00000, and SBC
Operations, Inc. and Southwestern Xxxx Communications Services, Inc., Delaware
corporations (collectively "SBCS" and together with Xxxxxxxx, the "Parties"),
with their principal places of business at 000 Xxxx Xxxxxxx, Xxx Xxxxxxx, Xxxxx
00000, for the provision of telecommunications services, subject to this
Agreement and as set forth in this Agreement.

WHEREAS, Xxxxxxxx and SBC Communications Inc. have entered
contemporaneously into that certain Master Alliance Agreement (as defined
herein), which sets forth a business relationship between the parties, and
which calls for the execution of this Agreement;

WHEREAS, SBCS's parent company, SBC Communications Inc. ("SBC"), is
executing a National-Local and Global Strategy under which it and certain of
its Affiliates are developing the capacity to "follow" large and mid-size
customers wherever they may go and provide them with a full range of local,
long distance, data and other services and, having secured these "anchor
tenants," then provide service to small business and residential customers
out-of-region; and

WHEREAS SBC has entered into an Agreement and Plan of Merger with
Ameritech Corporation ("Ameritech"), under which Ameritech will, subject to
regulatory approvals, become a wholly-owned subsidiary of SBC in order to
provide the customer base, human resources and financial resources needed to
execute the National-Local and Global Strategy; and

WHEREAS, Xxxxxxxx provides business communications equipment and
integration services for data, voice, video and advanced applications on a
retail basis, and network services for the delivery of voice and data on a
wholesale basis; and

WHEREAS, SBC and Xxxxxxxx, in light of their complementary
capabilities and goals, are entering into a Master Alliance Agreement to
establish an alliance pursuant to which the parties (subject in all events to
and consistent with the Telecommunications Act of 1996 and other applicable
law), can work together to strengthen their ability to meet the competitive
opportunities for network services to the markets that they serve and, assuming
the completion of the Ameritech merger, which will help make the National-Local
and Global Strategy viable; and

WHEREAS, the Master Alliance Agreement contemplates the execution of
this Agreement and other Alliance Agreements to implement the Alliance and

WHEREAS, SBCS desires to order various telecommunications services as
identified herein;

WHEREAS, Xxxxxxxx desires to provide such services to SBCS;

NOW, THEREFORE, the parties agree that the provision of such
telecommunications services shall be pursuant to the terms and conditions
contained in this Agreement.

1. SCHEDULES AND DEFINITIONS

1.1 Schedules

The following schedules are attached to this Agreement and incorporated into
the Agreement as if fully set forth herein.

Schedule A - Xxxxxxxx Network Supplemental Product Description and Pricing
Schedule

Schedule B - Xxxxxxxx Network Technical Specifications

Schedule C - Xxxxxxxx Network Collocation Service

Schedule D - OSS Interoperability

Schedule E - Operations Schedule

Schedule F - Early Entry Support

Schedule G - Testing Requirements

Schedule H - Out-of-Region Services

Schedule I - Customer Network Management for On-Net Private Line and Data
Services, Description and Specifications

Schedule J - Xxxxxxxx On-Net City List

Schedule K - Comprehensive Cost Model Example and Explanation

Schedule L - Transition

Schedule M - Xxxxxxxx Intrastate Authorizations

Schedule N - Access Agreement

1.2 Priority of Agreement and Schedules

In the event of any inconsistency between a schedule and this Agreement, the
terms and conditions of this Agreement shall control.

1.3 Definitions

Except as otherwise defined in this Agreement, the terms used in this Agreement
shall have the meanings given them in the Master Alliance Agreement.

"1+ Voice Service" as defined in Section 2.5 of this Agreement.

"271 Approval" - The grant of authority to SBC or any Affiliate of authority
pursuant to Section 271 of the Communications Act to provide InterLATA
telecommunications services originating in an in-region state.

"Access Costs" -means Access Costs as defined in Schedule N.

"Access Line" - means a facility arrangement which connects SBCS's or an End
User's location to Xxxxxxxx' network switching center.

"Actual Start Date" - as defined in Section 5.5 hereof.

"Additional Charges" - as defined in Section 9.1 hereof.

"Agreement" - as defined in the preamble hereof.

"Alliance Price" - means the rate for On-Net Transport Service or On-Net
Ancillary Service chargeable to SBCS during the **** using the lowest of ****.

"Ancillary Services" - as defined in Section 2.8 of this Agreement.

"ANI" - means automatic number identification or a call or line bearing such
automatic number identification.

"ATM Service" - means On-Net Service as defined in Section 2.2 of this
Agreement.

"Applicable Rates" - as defined in Section 3.3 of this Agreement, means the
then-current rates for On-Net Transport Services and On-Net Ancillary Services.

"Authorization Code" - means a numerical code, one or more of which are
available to SBCS's End Users to enable them to access the Xxxxxxxx' Network,
and which are used

by Xxxxxxxx both to prevent unauthorized access to its facilities and to
identify End Users for billing purposes.

"Available" or "Availability" - means: (1) with respect to On-Net Services, the
condition in which Xxxxxxxx has the facilities necessary to provide On-Net
Service and such facilities are not already committed to other parties and are
accessible for On-Net Service to SBCS, as determined by Xxxxxxxx, in its sole
but reasonable discretion, directly from the Xxxxxxxx' Network in areas or
cities which are then in service by Xxxxxxxx; not including any areas or cities
for which facilities are planned but not yet completed, or any cities only
available through facilities leased from a Third Party; (2) with respect to any
Off-Net Services, the condition in which the Third Party Provider, including
any SBC LEC Affiliate, makes available such Off-Net Service.

"Business Day" - means a day other than a Saturday, Sunday, or other day on
which commercial banks in Tulsa, Oklahoma are authorized or required by law to
close.

"CAP" - means a competitive access provider.

"Cap Price" or "Price Cap" - means the maximum price, applicable only to On-Net
Transport Services or On-Net Ancillary Services as set forth in the relevant
portion of Schedule A, that SBCS will be charged by Xxxxxxxx based on volume as
set forth in Schedule A.

"Capacity" - means capacity which may be provided On-Net or Off-Net, for
telecommunications in XX-0, XX-0, XX-0, OC-12, OC-48 and OC-192 interexchange
carrier services, including ATM Service and Frame Relay Service.

"Casual Calling" - means access to Xxxxxxxx' Network and the subsequent use of
Service by an End User through the dialing of a carrier access code in the
format of 101XXXX, where the four (4) digits represented by the "X" are the
unique Carrier Identification Code (CIC) assigned to Xxxxxxxx or to SBCS or one
of its Affiliates.

"CIC" - means a carrier identification code.

"CIP" - means carrier identification parameter.

"Circuit" - means a dedicated communication path with a specified bandwidth.

"CLEC" - means a competitive local exchange carrier.

"Collocation Service Order" - means the order to be developed in accordance
with Section 5.1.

"Collocation Services" - as defined in Section 2.4 hereof.

"Communications Act" - means the Communications Act of 1934, as amended from
time to time (including the Telecommunications Act of 1996).

"Cost" - has the meaning set forth in Section 3.5.1.

"Cost Plus" - means the price charged to SBCS for a service based ****
Xxxxxxxx **** cost ****

"Cross Connect" - means a physical connection between equipment collocated by
SBCS and an entity other than Xxxxxxxx through the Xxxxxxxx' cross connect
panel at a Xxxxxxxx POP.

"DS-0 Service" - means a dedicated, full duplex digital channel with nominal
line speeds of 2.4, 4.8, 9.6, 56 or 64 Kbps.

"DS-1" - means a dedicated, high capacity, full duplex channel with a nominal
line speed of 1.544 Mbps asynchronous serial data having a line signal format
of either alternate xxxx inversion (AMI) or B8ZS and either Superframe (D4) or
Extended Superframe formats. DS-1 Service has the equivalent capacity of 24
voice grade services or 24 DS-0 Services. AMI can support 24 56 Kbps channels
and (ESF) B8ZS can support 24 64 Kbps channels.

"DS-3" - means a two-point channel for the bidirectional transmission of
isochronous serial data/video at a nominal rate of 44.736 megabits per second.
(DS-3 Service is a dedicated, high capacity, full duplex channel with a line
speed of 44.736 Mbps asynchronous serial data having a line code of bipolar
with three zero substitution (B8ZS). DS-3 Service has the equivalent capacity
of 28 DS-1 Services at 1.544 Mbps or 672 voice grade equivalent (VG) services
or 672 DS-0 Services at 56/64 Kbps.)

"Due Date" - means the date, as set forth in Section 9.1, upon which payment of
charges shall be received by Xxxxxxxx.

"Effective Date" - as defined in Section 4.1 hereof.

"End User" - means the natural person or legal entity which either; (1) orders
service through SBCS or (2) uses the Xxxxxxxx' Casual Calling service directly
as a customer through dialing Xxxxxxxx' designated access code or other access
number.

"Escalation to Alliance Management" means weekly reports and readouts to the
Alliance Managers on the steps Xxxxxxxx is taking to eliminate provisioning
delays.

"FCC" - means the Federal Communications Commission, or any successor agency.

"Feature Group C" - means such feature as defined in the tariff of the National
Exchange Carrier Association.

"Feature Group D" - means such feature as defined in the tariff of the National
Exchange Carrier Association.

"FOC" - means firm order commitment as defined in Section 5.2.1.

"Force Majeure Event" - means an event described in Section 15.4 of the Master
Alliance Agreement, incorporated herein by reference; provided, that: (1) a
power outage shall be an event of force majeure under this Agreement only to
the extent (a) that Xxxxxxxx has in place the power backup systems required
herein, and such backup systems have been exhausted, and (b) the cause of the
power outage is a grid-wide electricity failure; and, (2) a cable cut shall be
an event of force majeure under this Agreement only to the extent that it is
caused by an act of God . Rain fade shall be a Force Majeure Event under this
Agreement only with respect to wireless Services.

"Frame Relay Service" - means On-Net Service as defined in Section 2.3 of this
Agreement.

"ILEC" - means incumbent local exchange carrier as that term is defined in the
Communications Act.

"Individual Case Basis (ICB)" - means determinations involving situations where
nonstandard arrangements are required to satisfy specialized needs. The nature
of such Service requirements makes it difficult or impossible to establish
general provisions for such circumstances. When it becomes possible to
determine specific terms and conditions for such offerings, they shall be
offered pursuant to such terms and conditions as the parties may mutually agree
and set forth in writing.

"InterLATA Service" - means long distance telecommunications service between
local access transport areas.

"Legal or Regulatory Event" - means a situation where either Party reasonably
believes that the provision of a requested Service would violate any
governmental law, order, or regulation and which would trigger Xxxxxxxx' rights
to suspend or cancel Services or Ancillary Services under Sections 11 or 24
hereof, if the Parties were unable, after consultation prior to any suspension
or cancellation, to avoid the illegality or other situation which gave rise to
the concerned Party's reasonable belief that the situation would violate any
governmental law, order or regulation.

"Local Access Provider" - means an entity providing Local Access.

"Local Access" - means the intraLATA telecommunications facilities connecting
an End User, including an SBCS-designated termination point, to an
interexchange carrier's POP within the same LATA, including, but not limited to
a Xxxxxxxx POP.

"Local Access Service" - means the provision of service for the purpose of
originating or terminating a toll telecommunication service between the End
User, including an SBCS-designated termination point, and an interexchange
carrier's POP, including, but not limited to any Xxxxxxxx POP.

"Local Exchange Carrier (LEC)" - means the local telephone company that
provides exchange telephone services.

"Master Alliance Agreement" - means the Master Alliance Agreement between SBC
Communications, Inc. and Xxxxxxxx of even date herewith.

"NDOA" - means the Network Development and Operation Agreement of even date
with this Agreement.

"Network Standards" or "Technical Specifications" - means those specifications
for digital telecommunications and analog video transmission services, as
applicable respectively, to the Xxxxxxxx Network and as set forth in Schedule
B.

"OC-3" - means On-Net Service as defined in Schedule B.

"OC-12" - means On-Net Service as defined in Schedule B.

"OC-48" - means On-Net Service as defined in Schedule B.

"Off-Net" - means a circuit that is not On-Net.

"On-Net" - means a circuit traversing the Xxxxxxxx Network or the Intermedia
Communications, Inc. ("ICI") network both end points of which originate or
terminate at a Xxxxxxxx designated Xxxxxxxx POP.

"On-Net Transport Services" - means the following On-Net Services: Private Line
Service as set forth in Section 2.1 of this Agreement; ATM Service as set forth
in Section 2.2 of this Agreement; Frame Relay Service as set forth in Section
2.3 of this Agreement; and, 1+ Voice Service as set forth in Section 2.5 of
this Agreement.

****

"Payphone Charges" - means any telephone compensation charges or other
assessments attributable to origination of calls from a pay telephone to the
extent SBCS or its customers, or direct or indirect end users of such
customers, originate such calls.

"Performance Improvement Plan" means a plan developed by Xxxxxxxx and approved
by the Service Delivery Committee (defined in the NDOA), which will outline the
causes of, and propose remedies for, any Xxxxxxxx' process or activity which
has caused, or contributed significantly to, the delays in service activation.
This plan must be developed by Xxxxxxxx and submitted to the Service Delivery
Committee **** the failure to meet either the service performance levels as set
forth in Section 27 or the Service provisioning intervals set forth in Section
5, and shall be implemented promptly upon approval by the Service Delivery
Committee.

"Person" - means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity.

"POP" or "Point of Presence" - means a point of presence as commonly understood
in the industry.

"Private Line Service" - means On-Net Service as defined in Section 2.1 of this
Agreement.

"Provider" - means Xxxxxxxx or any Third Party whose own service constitutes
part of the Service or whose own service is procured by Xxxxxxxx on behalf of
SBCS.

"Renewal Term" - means Renewal Term as defined in Section 4.1 hereof.

"Requested Start Date" - means the Requested Start Date as defined in Section
5.2.1 hereof.

"SBCS" - means the entities as identified in the preamble to this Agreement and
any Affiliate other than an SBCS LEC Affiliate; provided that SBCS, or its
designated Affiliate, shall in all instances serve as the single point of
contact to Xxxxxxxx.

"SBCS LEC Affiliate" - means a LEC which is an Affiliate of SBCS.

"Service Affecting" - means a condition in the Xxxxxxxx Network which results
in a loss or degradation of Service except for a loss or degradation of fifty
(50) milliseconds or less.

"Service Intervals" - means Xxxxxxxx' time periods for responding to SBCS's
requests for Capacity as defined in Section 5.3 hereof.

"Service Metric" - means the Xxxxxxxx' Network performance parameter set forth
in Schedule B to this Agreement.

"Service Orders" - as defined in Section 5.1 hereof.

"Service" or "Services" - mean any service described in Section 2 hereof or any
additional or new services, features or function as the Parties may mutually
agree upon or is added pursuant to the NDOA.

"SLA" - means service level agreement, as that phrase is commonly understood in
the industry.

"Start of Service Date" - means the date On-Net Service begins in Section 5.5.

"Term" - as defined in Section 4.1 hereof.

"Third Party" - means a party which is not an Affiliate of the party in
question.

"Warranted Service" - means Service which Xxxxxxxx is obligated to have
available pursuant to an SBCS usage forecast as set forth in Section 26.1.

"Xxxxxxxx' Network" - means the fiber optic digital telecommunications
transmission system, switching infrastructure, network management systems,
operational support systems, and customer network management systems operated
by Xxxxxxxx and which is capable of providing and is used for the provision of
On-Net Service between the cities set forth in Schedule J (at the times
indicated for each Xxxxxxxx POP) or as subsequently expanded to other cities.

"Xxxxxxxx POP" - means a POP that is part of the Xxxxxxxx Network.

2. DESCRIPTION OF SERVICES

SBCS may order from Xxxxxxxx the Services set forth in this Section 2, the
terms and conditions of which are set forth in this Agreement and in the Master
Alliance Agreement. SBCS shall pay for Services in accordance with the terms of
this Agreement, and with respect to On-Net Services and On-Net Ancillary
Services at the rates set forth in Schedule A, as that Schedule may be amended
periodically by mutual agreement of the Parties, or pursuant to the NDOA, to
include new services, features or functions. All Services as defined in this
Section 2 are subject to Availability, except as provided in Schedule F or as
otherwise expressly set forth herein. Xxxxxxxx hereby covenants and agrees that
it shall keep the Xxxxxxxx Network upgraded with the most recent generic
releases of system operating software which are generally available, unless
otherwise agreed to pursuant to the NDOA.

2.1 Description of On-Net Private Line Service. Xxxxxxxx
On-Net Private Line Service (the "Private Line Service") provides
domestic XX-0, XX-0, and optical SONET (OC-N) circuits which are
specifically dedicated to the use of SBCS or its customers between two
(2) points specified by the parties in a Service Order on the Xxxxxxxx
Network and meeting the Technical Specifications for Private Line
Service set forth in Schedule B.

2.2 Description of On-Net ATM Service. Xxxxxxxx On-Net
Asynchronous Transfer Mode Service (the "ATM Service") is
multi-service technology on the Xxxxxxxx Network that provides
integration of disparate networks onto a single communications
infrastructure and meets the Technical Specifications for ATM Service
set forth in Schedule B. ATM technology encapsulates user data into
53-byte cells and transmits them over an ATM network. Xxxxxxxx' On-Net
ATM Service is designed for two (2) primary applications. These
applications include ATM transport and backbone connectivity. ATM
transport provides multimedia aggregation and video transmission.
Multimedia transmission is suited for transporting voice, data and
video while video transmission is best designed for point-to-point
video services. Backbone connectivity provides for the interconnection
of local area networks ("LAN(s)") as well as interconnection of
existing network access points ("NAP(s)") or private peering
backbones.

2.3 Description of On-Net Frame Relay Service. Xxxxxxxx
On-Net Frame Relay Service ("Frame Relay Service") is a multi-service
technology that allows commercial end-users to use a network of shared
private lines to send and receive data from geographically distant
locations and meets the Technical Specifications for Frame Relay
Service set forth in Schedule B. Frame Relay can be defined as
packet-switched, multiplexed data networking technology supporting
connectivity between user equipment, such as routers, and a carrier's
frame relay network equipment.

2.4 Description of Collocation Service.Collocation Service is
a service, defined more specifically in Schedule C to this Agreement,
pursuant to which SBCS and its customers may place equipment in a
facility owned, leased or licensed and operated by Xxxxxxxx for the
purpose of interconnecting that equipment, including switches and
associated equipment, with the Xxxxxxxx Network, the network of SBCS
or any Affiliate, or other Third Party network ("Collocation
Service"), SBCS shall complete a mutually agreed upon Collocation
Service Order. The terms and conditions relating to Collocation
Service are attached hereto as Schedule C and are a part of this
Agreement and incorporated herein by reference.

2.5 Description of 1+ Voice Service. "1+ Voice Service"
provides On-Net interexchange Service via Feature Group D, Feature
Group C in selected exchanges or dedicated access lines for
origination and transmission on the Xxxxxxxx Network and termination
of communications. Dedicated access may be

provided by SBCS, Xxxxxxxx or a Local Access Provider. Feature Group D
and Feature Group C access is provided by the Local Exchange Carrier
and allows SBCS to use its own CIC to route traffic to Xxxxxxxx'
facilities while allowing SBCS's End Users to recognize SBCS as the
End User's interexchange carrier or interexchange carrier carrying the
End User's Casual Call. Feature Group D and Feature Group C service in
In-region States of SBC will be provided in accordance with Sections
3.7 and Schedule N of this Agreement and Section 3.9 of the Master
Alliance Agreement. Dedicated Local Access Service will be provided in
accordance with Section 6.0 of this Agreement. Technical issues with
respect to Sub-CIC routing will be resolved by mutual agreement of the
parties pursuant to Section 23 or the NDOA.

2.5.1 Except where Local Access Service is provided
via dedicated access facilities, Xxxxxxxx' 1+ Voice Service
is available only in Feature Group D local exchanges where
the End User's telephone line(s) can be programmed by the
Local Exchange Carrier to automatically route "1+" interLATA
toll calls to the Xxxxxxxx Network; however, Xxxxxxxx will
provide 1+ Feature Group C Switched Service in California at
requested locations on ****.

2.5.2 Assuming CIP is provided by the originating
office and each SBC Affiliate provides a separate CIC, PIC
verification (0-000-000-0000) will correctly brand the
Services of SBCS and its Affiliates, and such additional
brands as SBCLD or its Affiliates may employ. The parties
agree to explore and implement, if mutually agreeable, a
technical solution for such branding where alternative
solutions may be required.

2.5.3 Xxxxxxxx shall have principal responsibility
for obtaining Local Access facilities. ****

2.5.4 The states in which Xxxxxxxx currently has
intrastate authority are listed in Schedule M.

2.6 Description of Wireless Local Access Services. Xxxxxxxx
will provide wireless Local Access in accordance with Schedule A ****, or as
mutually agreed.

2.7 Description of Third-Party Services

2.7.1 Local Access Arrangements. Xxxxxxxx will
provide SBCS with access to and use of any Local Access
Services provided pursuant to any existing or future local
access arrangements and agreements Xxxxxxxx has or will have
with ILECs, CAPs, CLECs, wireless access providers and any
other Local Access Provider with which Xxxxxxxx has existing
and/or future agreements. Subject to non-disclosure or other
contractual obligations, Xxxxxxxx will make the terms of such
arrangements available to SBCS. This access will encompass
and include all service capabilities within those agreements
and will be provided by Xxxxxxxx to SBCS ****.

2.7.2 Other Local Access Services. Xxxxxxxx shall
provide switched Local Access Services in accordance with the
provisions of Section 3.8 of the Master Alliance Agreement
and pursuant to Section 3.7, of this Agreement and dedicated
Local Access Services in accordance with Section 6 of this
Agreement. Xxxxxxxx will use its reasonable best efforts, in
consultation with SBCS, to obtain Local Access Service for
SBCS at the lowest competitive rates for the quality of
access service required by SBCS, to configure Local Access
Service in a manner designed to minimize the costs of that
service and which meets SBCS's quality of service and
architecture requirements, provided that these requirements
do not adversely affect the cost to Xxxxxxxx or quality of
service received by Xxxxxxxx' other customers.

2.7.3 Off-Net InterLATA Services. Xxxxxxxx will
provide, upon SBCS's request, Off-Net InterLATA Services.
SBCS shall provide notice in its Service Order that Off-Net
InterLATA Services are requested and provide Xxxxxxxx with
such information as Xxxxxxxx may reasonably require to secure
such Service. SBCS shall be responsible for all charges,
including without limitation, monthly charges, usage charges,
installation charges, non-recurring charges, or applicable
termination/cancellation liabilities, of the Off-Net
InterLATA Service provider(s) on a ****.

2.7.4 Non-collocated Facilities. Where Xxxxxxxx and
SBCS facilities are located in the same community or market,
Xxxxxxxx will provide, on a Pass-Through Basis, leased
interconnection facilities between the SBCS and Xxxxxxxx'
equipment,. Any interconnection facility requiring
construction will be subject to mutual agreement.

2.8 Ancillary Services. Ancillary Services are those services
incidental to Xxxxxxxx' provision of the Service, as such
Services are identified in Schedule A (e.g. reconfiguration),
or services incidental to service provided by a Third Party,
including any SBC LEC Affiliate, for which such party imposes
a fee as established by that party.

2.9 Services Generally

2.9.1 Origination or Termination of International
Service. The Services are available only within the United
States of America and its territories, but include the
origination or termination of international Service pursuant
to the International Services Agreement between the Parties
of even date.

2.9.2 Availability. The Private Line, Frame Relay,
and ATM Services set forth in this Section will be available
on the Effective Date at the locations and times specified in
Schedule J. ****

2.10 Use of SBCS Facilities. Nothing in this Agreement shall
preclude SBCS from using the facilities and networks of its Affiliates
in SBC States, as defined in the Master Alliance Agreement, to obtain
any of the Services Xxxxxxxx would otherwise provide under this
Agreement.

2.11 InterLATA CAP Facilities. Nothing in this Agreement
shall preclude SBCS or its Affiliates from using the interLATA
facilities of any CAP or CLEC, which, in either case, SBCS or its
Affiliates acquire or where Xxxxxxxx otherwise consents, such consent
not to be unreasonably withheld, conditioned or delayed.

2.12 Monitoring. As a part of providing its Services,
Xxxxxxxx shall: (i) actively monitor the Xxxxxxxx Network and respond
to alarms and troubleshoot problems; and (ii) serve as an interface to
Local Access Providers, and use reasonable efforts to troubleshoot
problems with the Local Access portion of a Service.

2.13 ****

3. PRICING

3.1 Rates.

3.1.1 On-Net Transport Services and On-Net Ancillary
Services. The rates for On-Net Transport Services and On-Net
Ancillary Services are as stated in the relevant portion of
Schedule A, which shall serve as the **** for those On-Net
Transport Services and On-Net Ancillary Services.

3.1.2 Collocation Services. The rates for Collocation
Services shall be calculated based upon the Cost Plus Model.
The current estimated rates for Collocation Services are set
forth in Schedule A. Notwithstanding anything to the contrary
herein, no **** applies to Collocation Services.

3.1.3. Local Access Services. Section 6 Local Access Services
are provided ****. Section 3.7 Local Access shall be provided
in accordance with Schedule N. Notwithstanding anything to the
contrary herein, no **** applies to Local Access Services.

3.1.4 Off-Net InterLATA Services. Off-Net InterLATA Services
are provided ****. Notwithstanding anything to the contrary
herein, no **** applies to Off-Net InterLATA Services.

3.1.5 Ancillary Services. SBCS shall pay for (a) On-Net
Ancillary Services as provided in Section 3.1.1 of this
Agreement and (b) charges for Ancillary Services from ****

3.2 Rate Adjustment. The **** for On-Net Transport Services
and On-Net Ancillary Services set forth in Schedule A shall serve as
the rates for such Services as of the Effective Date, are firm for a
period of **** from the Effective Date of this Agreement and, subject
to the provisions of Schedule A for review of the Ancillary Service
charges (i.e. to assure they are at market rates), shall be deemed to
have satisfied the pricing criteria set forth in Sections 3.4.1 to
3.4.3 of the Master Alliance Agreement. Thereafter, the rates shall be
adjusted in accordance with the provisions of this Section 3.

3.3 Cost Plus Model Implementation. Following the six month
period after the Effective Date, Xxxxxxxx shall, fifteen (15) days
prior to the end of each calendar quarter, present to SBCS a schedule
showing the proposed rates for On-Net Transport Services and On-Net
Ancillary Services for the following quarter (the "Pricing Period")
based on the Cost Plus Model (the "Applicable Rates"). The analysis
period for determining the Applicable Rates under the Cost Plus Model
shall include the three (3) full months preceding the presentation of
the proposed Applicable Rates (the "Measurement Period"). Xxxxxxxx
shall provide

the average of the Cost Plus pricing for the Measurement Period. The
Applicable Rates shall be modified at the beginning of each quarter to
reflect the lowest of the Price Cap as shown in Schedule A, the Cost
Plus pricing for the preceding Measurement Period, or the MFN Pricing
as described in Section 3.4.3. of the Master Alliance Agreement. The
parties shall document any revised pricing in writing.

3.4 True-Up

3.4.1 If, during the Pricing Period, the Applicable Rate
charged to SBC for any particular On-Net Transport
Service or On-Net Ancillary Service is determined
to exceed the Alliance Price, then Xxxxxxxx shall
provide a refund in the form of a credit equal to
the difference between the rate charged during the
Pricing Period and the price derived from the
Alliance Price for the applicable month times the
number of units billed to SBC during the month when
such difference exists. ****

3.4.2 If, during the Pricing Period, the Applicable Rate
charged to SBCS for any particular On-Net Transport
Service or On-Net Ancillary Service is lower than
the rate as determined using the Alliance Pricing
****, then Xxxxxxxx shall be entitled to xxxx the
difference between the rate charged during the
Pricing Period and the price derived from the
Alliance Price for the applicable months, ****,
times the number of units billed to SBCS during the
month when such difference exists. ****

3.5 Additional Provision. In addition to the principles of
the Cost Plus Model as set forth in Section 3.4.1 of the Master
Alliance Agreement, the following provisions shall apply to the
determination of product or service costs with respect to On-Net
Transport Services and On-Net Ancillary Services under the Cost Plus
Model:

3.5.1 The Cost Plus Model is intended to capture Xxxxxxxx cost
incurred to ****

3.5.2 ****

3.5.3 Xxxxxxxx' capitalization policy is shown in Schedule
K(iii).

3.5.4 The allocation methodology for the Cost Plus Model is a
**** allocation of Xxxxxxxx' Cost ****

3.5.5 The rates charged under the Cost Plus Model will
reflect **** Costs plus **** with the following exceptions:

****

3.5.6 An example of the Cost Plus Model is included in
Schedule K.

3.5.7 All changes to the provisions outlined in this Section
3.5 must be approved by the Finance Committee under the
procedures set forth in the Master Alliance Agreement.

3.6 Audit. SBCS shall have the right to conduct an audit of
the cost information utilized to produce the Xxxxxxxx Cost Plus Model
according to the provisions set forth in Section 8 of the Master
Alliance Agreement.

3.7 Access Charges.

Xxxxxxxx shall charge and SBCS shall pay for access services in
accordance with Schedule N.

3.8 Additional **** Charges. Xxxxxxxx will also charge SBCS
**** any interstate or intrastate charges assessed on Xxxxxxxx as a
result of Service taken under this Agreement by SBCS related to
****.

4. Effective Date, Term and Termination.

4.1 This Agreement shall become effective on the date on
which Xxxxxxxx and SBCS sign this Agreement ("Effective Date") and
shall continue for a term of twenty (20) years (the "Term"). Each
Service Order placed under this Agreement shall have its own term, as
indicated on such Service Order. This Agreement shall automatically
renew for successive one-year periods (the "Renewal Term(s)") unless
canceled by either party by giving written notice of such cancellation
not less than ninety (90) days before the end of the current Term, or
any Renewal Term. Unless Xxxxxxxx or SBCS is in default, any Service
being provided at the time of termination shall continue until the
natural end of such Service as specified in the applicable Service
Order upon the terms and conditions of this Agreement, unless the
parties mutually agree to terminate the Service at an earlier date.

4.2 The Parties recognize that the Services provided pursuant
to this Agreement are vital to SBCS and must be continued in
accordance with the terms of this Agreement after the Termination of
this Agreement while SBCS transitions to the new arrangements required
for its continued provision of service to its customers. Accordingly,
the Parties hereby agree, in addition to the provisions of Section 12
of the Master Alliance Agreement, to cooperate in developing and
implementing an orderly and efficient transition pursuant to the
provisions of Schedule L of this Agreement, that will minimize any
adverse effects (a) on the quality and availability of the Services,
(b) on SBCS' ability to provide the quality and variety of services
offered to its customers prior to termination, and (c) on SBCS'
customers. Unless SBCS is in material default on account of
non-payment, Xxxxxxxx will, as part of such transition and if
requested by SBCS prior to the end of the Term, continue to provide
the Services for a period of not less than nine (9) months after the
expiration of the then current Term on the terms and conditions
(including the rates and charges in effect at the

date of the expiration of the Term, subject to such adjustments as may
be made under this Agreement pursuant to the Cost Plus Model, or on
**** pricing), without the introduction or imposition of any new or
additional charges, unless otherwise specifically allowed under this
Agreement. Beginning nine (9) months after the expiration of the then
current Term, the Applicable Rates shall no longer be in effect and
SBCS shall pay prevailing market prices charged to similarly situated
customers for any Services that it purchases.

4.3 In accordance with Section 12.2.2 of the Master Alliance
Agreement, Xxxxxxxx will, as part of the transition, make available to
SBCS **** in accordance with the terms and at the prices set forth in
Schedule L, subject to such other terms and conditions as the parties
may mutually agree upon.

5. Service Orders and Provisioning of Circuits

5.1 Services requested by SBCS hereunder shall be requested
on a mutually agreed upon Service Order form ("Service Order(s))".
Unless the Service to be provided is a Warranted Service or the
Service will be provided pursuant to Schedule F, Xxxxxxxx reserves the
right not to accept a Service Order under this Agreement if the
Service is not Available.

5.2 The Parties recognize that providing world class services
requires prompt and responsive services. **** In all events, the
Service Intervals for On-Net Transport Services shall not be longer
than those set forth in this Section 5. The On-Net Service Intervals
set forth in this Section 5 comport with industry standards today and
are not subject to change for 6 (six) months except by mutual
agreement.

5.2.1 When a Service Order is placed, SBCS will
indicate a requested start date (the "Requested Start Date")
for the On-Net Transport Service and, except for 1+ Voice
Services, the desired term of the On-Net Transport Service,
the specific city pairs, the applicable bandwidth and any
other information required pursuant to the Service Order form
developed pursuant to Section 5.1. Xxxxxxxx will acknowledge
receipt of a Service Order **** during Business Days of
receipt of such Service Order (the "Acknowledgment"). Within
**** of the Acknowledgment, Xxxxxxxx will issue a firm order
commitment (the "FOC") indicating the anticipated Start Date
for such On-Net Transport Service, and indicating the status,
if any, of any request for Local Access Services or Off-Net
InterLATA Services that SBCS requested in the Service Order.
Xxxxxxxx will make all reasonable efforts to meet SBCS's
Requested Start Date. In the event that SBCS requests a

change in the Requested Start Date, SBCS's Requested Start
Date will be changed to reflect the number of days of delay,
or advance, as mutually agreed upon.

5.2.2 Xxxxxxxx will activate ANIs and will order
service from the Local Access Service Provider for 1+ Voice
Service within **** of the request for such Service, unless
otherwise specified by SBCS.

5.3 Standard On-Net Service Intervals

5.3.1 Xxxxxxxx' standard Service Interval for Xxxxxxxx POP to
Xxxxxxxx POP On-Net Transport Services will be:

****

5.3.2 The standard Service Interval for OC-N level Service
shall be mutually agreed upon.

5.3.3 The standard service implementation interval for
Off-Net Services either partially or wholly off of the
Xxxxxxxx' Network shall be determined on an Individual Case
Basis, but in no event shall it be longer than the service
implementation interval actually taken by the Third Party
provider.

5.4 Request for Expediting On-Net Service. SBCS may request
that a Service Order be expedited to permit the installation of the
Service in a time frame shorter than the Service Intervals set forth
above. In such case, the expedite charges set forth in Schedule A would
apply. Where Xxxxxxxx is arranging the provision of Local Access
Services, it will cooperate with SBCS in arranging for expedited
service from the Local Access Provider and order expedited service from
the Local Access Provider. SBCS shall reimburse Xxxxxxxx **** for any
expedite charges assessed by the Local Access Provider.

5.5 Start of Services. On-Net Services shall begin on the
date Xxxxxxxx issues notice that such On-Net Service is available (the
"Start of Service Notice" or "SOSN"), indicating that the On-Net
Service has been tested by Xxxxxxxx in accordance with the general
industry standards (XX-0, XX-0, and for OC-N level Service), and in
accordance with Xxxxxxxx' standard testing procedures and that the
On-Net Service meets or exceeds those Technical Specifications set
forth in Schedule B (the "Actual Start Date").

5.5.1 SBCS shall notify Xxxxxxxx in writing within
**** after Xxxxxxxx issues the SOSN if the On-Net Service is
in material non-compliance with the applicable Technical
Specifications. Xxxxxxxx shall promptly correct the
deficiencies in the On-Net Service as noted by SBCS in its
notice and shall issue a new SOSN when it has satisfied SBCS'
concerns. SBCS shall have another **** to notify Xxxxxxxx'
whether the On-Net Service is in material non-compliance with
the applicable Technical Specifications, and, if so, the
procedures in the preceding sentence shall apply. ****.

5.5.2 Where SBCS notifies Xxxxxxxx in accordance
with Section 5.5.1 that the On-Net Service is in material
non-compliance with the Technical Specification, the Actual
Start Date shall be postponed until SBCS determines that the
On-Net Service is not materially non-complaint with the
Technical Specifications. Xxxxxxxx shall not charge for the
On-Net Service until the Actual Start Date as it may be
delayed as provided herein.

5.5.3 Where SBCS does not have its own facilities
(including Local Access ordered by SBCS) ready by the Actual
Start Date, Xxxxxxxx will provide SBCS with notice that
Xxxxxxxx is ready and able to commence its On-Net Service. If
SBCS is not ready to take such On-Net Service within
seventy-two (72) hours including for reasons such as untimely
installation or non-operation of its own facilities or those
of the Third Party provider (including any SBC LEC
Affiliate), Xxxxxxxx' may begin billing as of the end of such
seventy-two (72) hour period. Where Xxxxxxxx arranges Local
Access Services for SBCS, Xxxxxxxx will only begin billing
for the associated On-Net Transport Service at such time as
the Local Access Service is turned up by the Local Access
Service Provider.

5.6 Delays in Service.

5.6.1 On-Net Delays. SBCS may request a delay in the Actual Start Date
of a Service Order provided that (i) it provides Xxxxxxxx a written
delay request no later than **** for On-Net portions prior to the
Requested Start Date or the delayed Requested Start Date, as the case
may be, for On-Net portions (or no later than the applicable LEC tariff
or CAP notice period for delay requests for Local Access portions), and
(ii) the aggregate number of the days requested by such delay request
or requests do not **** from the

Service Order's original Requested Start Date. At the expiration of the
first to occur of ****, SBCS may no longer delay the Actual Start Date
of such Service Order, and SBCS must cancel the order or Xxxxxxxx may
begin billing as of such date, unless otherwise mutually agreed upon.

5.6.2 Off-Net Delays. If SBCS requests a delay in the Actual Start
Date of a Service Order for Off-Net facilities or service, SBCS shall
have the rights to delay provided under the tariffs or service
agreements of the Third Party provider, including any SBC LEC
Affiliate, and shall reimburse Xxxxxxxx for the charges imposed by
that provider.

5.7 Unless the Service Order containing said specific term or
condition has been signed by an authorized headquarters representative
(director level or above) of Xxxxxxxx (a) the terms and conditions of
this Section 5 shall control over any terms or provision in a Service
Order or Acknowledgement and any conflicting, different or additional
terms and conditions contained in any Acknowledgement or Service Order
or elsewhere shall be null and void and shall not amend or alter the
terms of this Agreement and (b) no action by Xxxxxxxx (including,
without limitation, provision of Services to SBCS pursuant to such
Service Order) shall be construed as binding or estopping Xxxxxxxx
with respect to such term or condition.

5.8 If, notwithstanding Section 5.1, Xxxxxxxx' accepts an
order for a Service without a Service Order and provisions the Service
, the terms and conditions of this Agreement shall apply to such
Service as if a Service Order had been placed and accepted.

5.9 Remedies for Failure to Meet Service Intervals. In the
event that Xxxxxxxx fails to meet the Service Intervals set forth in
this Agreement for On-Net Transport Service or subsequently
established through mutual agreement for any On-Net Transport Service
under the Agreement, SBCS shall be due the following remedies:

5.9.1 ****.

5.9.2 ****.

Provisioning Delay Remedies

All measurements are for On-Net Service only (assuming Availability). Events
that are excluded from these measurements are those defined in the Force
Majeure definition.

****

5.9.3 The foregoing remedy, together with other express remedies set
forth herein, are the sole and exclusive remedy for Xxxxxxxx' delay in
meeting the Service Intervals, unless the Parties otherwise mutually
agree. The Parties agree that the actual damages in the event of such
failure to activate service would be difficult or impossible to
ascertain, and that the charges in this Section 5.9.3 are intended,
therefore, to establish liquidated damages and are not intended as a
penalty.

5.9.4 Notwithstanding the above, Xxxxxxxx shall not
be held responsible for failure to meet Service Intervals
beyond the Start Date set forth in the FOC resulting from:

5.9.4.1 SBCS' personnel, applications, equipment, or
facilities;

5.9.4.2 The occurrence of a Force Majeure Event; or

5.9.4.3 The occurrence of a Legal or Regulatory
Event; or

5.9.4.4 Delay resulting from the acts or omissions
of SBCS, its Affiliates, a Local Access Provider, or
a Third Party selected by SBCS.

6. Local Access Services

6.1 The provision of Local Access Service for Switched
Services will be governed by Section 3 of this Agreement. Xxxxxxxx
will arrange or provide Local Access Service for private line,
dedicated access, ATM, Frame Relay, and other data Services pursuant
to Sections 6.2 through 6.4 of this Agreement.

6.2 Unless the parties otherwise agree, Xxxxxxxx shall obtain
Local Access Service for SBCS in accordance with the provisions of
Section 3.8 of the Master Alliance Agreement. If SBCS orders its own
Local Access Service, SBCS shall be responsible for ensuring that such
services are turned up no later than the time the Services being
provided by Xxxxxxxx are ready for service. In the event the SBCS
ordered Local Access Services are not ready at such time as the
Services being provided by Xxxxxxxx, Xxxxxxxx shall have the right to
begin billing for such Services in accordance with Section 5.5.3 of
this Agreement and SBCS shall be liable for payment for such Services
as of such date.

6.3 Where Xxxxxxxx obtains Local Access Services for SBCS,
SBCS shall notify Xxxxxxxx of this fact as a part of its original
Service Order, specifying locations where Xxxxxxxx shall act as SBCS'
agent. In this situation, SBCS shall execute a Letter of Agency, on
such form as provided by Xxxxxxxx, authorizing Xxxxxxxx to interact
directly with the Local Access Provider(s) selected by SBCS to obtain
the Local Access Services, as applicable. SBCS shall request all Local
Access in writing to Xxxxxxxx. SBCS shall be responsible for all
charges, including without limitation, monthly charges, usage charges,
installation charges, non-recurring charges, or applicable
termination/cancellation liabilities, of the Local Access Provider(s)
****. In obtaining Local Access Services, Xxxxxxxx shall be responsible
for provisioning and the initial testing of an interconnection between
the InterLATA Service set forth in a Service Order and the Local
Access, in accordance with Section 3.8 of the Master Alliance
Agreement. Xxxxxxxx will coordinate the installation of the Local
Access Services with the InterLATA Service being provided by Xxxxxxxx.
Except as provided in Section 3.7, charges to SBCS for Local Access
Service administered by Xxxxxxxx on behalf of SBCS shall be ****.

6.4 Xxxxxxxx will notify SBCS within fifteen (15) days of its
receipt of any notice of an adjustment in the Local Access charges or
any invoice from the Local Access Provider, whichever is earlier, for
those Local Access Services provided by Xxxxxxxx to SBCS pursuant to
this Agreement. RECURRING CHARGES FOR LOCAL ACCESS SERVICES
ADMINISTERED BY XXXXXXXX AND CHARGED TO SBCS SHALL BE SUBJECT TO

ADJUSTMENT ONLY AT SUCH TIMES AS SUCH CHARGES ARE ADJUSTED BY THE
ENTITIES PROVIDING OF SUCH LOCAL ACCESS SERVICES. ANY ADJUSTMENTS
SHALL BE PASSED THROUGH TO SBCS CONTEMPORANEOUSLY WITH THE ADJUSTMENT.
****

7. (intentionally blank)

8. Changes in Service Parameters

8.1 Disconnection of Services. SBCS may disconnect any 1+
Voice Service **** to Xxxxxxxx other than any termination liability
imposed by a Local Access Provider, including an SBC LEC Affiliate or
any other Third Party provider including an Off-Net InterLATA Service
provider, which shall be charged ****. SBCS may disconnect any
non-voice On-Net Service provided hereunder by providing written
notification to Xxxxxxxx **** in advance of the effective date of
disconnect. In the event of such disconnection, SBCS shall pay to
Xxxxxxxx a disconnection charge in an amount equal to ****. The Parties
agrees that the actual damages in the event of such disconnection would
be difficult or impossible to ascertain, and that the disconnection
charge in this Section 8.1 is intended, therefore, to establish
liquidated damages and is not intended as a penalty.

8.1.1 SBCS may disconnect any Service after the
expiration of the Minimum Term on one day's notice. In the
event that SBCS disconnects pursuant to the previous
sentence, SBCS's liability to Xxxxxxxx shall be limited to
any amounts charged by Third Parties and SBCS LEC Affiliates,
which amounts shall be charged ****.

8.2 Minimum Terms. The Minimum Term associated with each
Private Line, Frame Relay, ATM Interexchange Service, and dedicated
access lines, is ****.

9. Payment Terms:

9.1 Due Date and Invoice. Subject to the provisions of
Section 9.5, all amounts stated on each monthly invoice are due and
payable thirty (30) days from the date SBCS receives the invoice ("Due
Date"); provided, however, that SBCS may deduct from any amount due,
any credit or remedy amount authorized under Sections 5 or 27 for
Xxxxxxxx' failure to meet the identified performance specifications.
SBCS shall itemize the credit or remedies which are deducted from the
payment. SBCS shall remit payment to Xxxxxxxx at the remittance
address. In the event SBCS fails to make full payment the undisputed
amounts to the proper address by the Due Date, SBCS shall also pay a
late fee in the amount of the lesser of one and one-half percent (1
1/2%) of the unpaid balance per month or the maximum lawful rate under
applicable state law which shall accrue from the Due Date. SBCS
acknowledges and understands that all charges are computed exclusive
of any applicable federal, state or local use, excise, valued added,
gross receipts, sales and privilege taxes, tax or charge levied to
support the Universal Fund contemplated by the Communications Act,
taxes on Payphone Charges, duties, fees or similar liabilities (other
than general income or property taxes imposed on Xxxxxxxx), whether
charged to or against Xxxxxxxx, or SBCS associated with the Service or
Other Service provided to SBCS ("Additional Charges"). Such Additional
Charges are not classified as Service charges and shall be paid by
SBCS in addition to all other charges provided for herein.

9.2 Billing Periods. Xxxxxxxx will xxxx SBCS monthly for
Services provided hereunder. Charges for usage and all prorated
monthly recurring charges (charges for monthly Service provided for
less than a calendar month), installation and other non-recurring
charges shall be billed following the receipt of any such Services.
Charges for all monthly recurring charges for full months during which
Service are to be provided shall be billed in advance.

9.3 Timeliness. Xxxxxxxx will render invoices for Services not
later than **** in which any usage is recorded. Xxxxxxxx shall account,
and xxxx SBCS for, not less than (1)**** of all On-Net Service usage no
later than **** after the usage is recorded, (2) **** of all On-Net
Service usage no later than **** after the usage is recorded and (3)
**** of all On-Net Service usage no later than **** after the usage is
recorded. ****

9.4 Accuracy. Unless the Parties agree otherwise in writing,
with respect to any monthly billing cycle, the accuracy of the raw
billing information

that Xxxxxxxx supplies to SBCS with respect to On-Net Service shall
not be less than ****.

9.5 Disputes. If SBCS in good faith disputes any portion of
an invoice it must pay the undisputed amount of the invoice on or
before its Due Date and provide written notice to Xxxxxxxx of the
billing dispute within sixty (60) days thereafter. Such notice must
include documentation substantiating the dispute. SBCS's failure to
notify Xxxxxxxx of a dispute shall be deemed to be SBCS's acceptance
of such charges. The parties will make a good faith effort to resolve
billing disputes expeditiously. If SBCS has already made payment of a
disputed charge and a dispute is resolved in favor of SBCS, SBCS shall
receive a credit on its next invoice for the amount determined to be
due, including interest in the amount of the lesser of one percent
(1%) per month or the maximum rate allowed by law from the date SBCS
paid the disputed amount.

9.6 Suspension of Service. In the event payment in full is
not received from SBCS on or before ninety (90) days following the Due
Date (less any amounts disputed pursuant to Section 9.5), Xxxxxxxx
shall have the right, after giving SBCS ten (10) days written notice,
to suspend all or any portion of the Services to SBCS. If only a
portion of the Services are suspended and SBCS does not cure within
ten days of such partial suspension of Service, Xxxxxxxx may suspend
all or any additional portion of the Services to SBCS. Xxxxxxxx may
continue suspension until such time as SBCS has paid in full all
charges (less any amounts disputed pursuant to Section 9.5), then due,
including any late fees as specified herein.

9.7 Adjustments. With respect to tariffed Third Party or SBC
LEC Affiliate services, or Off-Net InterLATA Service, Xxxxxxxx may
make billing adjustments for a period of two (2) years after the Due
Date of an invoice or two years after the date a service is rendered,
whichever is later.

10. Events of Default.

A party may terminate this Agreement immediately if the other party (i) ceases
to do business as a going concern; (ii) makes a general assignment for the
benefit of creditors in lieu thereof; (iii) is unable or admits in writing its
inability to pay its debts as they become due; (iv) is insolvent, bankrupt or
the subject of a receivership; (v) authorizes, applies for or consents to the
appointment of a trustee or liquidator of all, or a substantial part, of its
assets, or has proceedings seeking such appointment commenced against it which
are not terminated within ninety days of such commencement; (vi) files a
voluntary petition under any bankruptcy or insolvency law or files a voluntary
petition under the reorganization or arrangement provisions of the laws of the
United States pertaining to bankruptcy or any similar law of any jurisdiction
or has proceedings under any such law instituted against it which are not
terminated within 60 days of such commencement or (vii) has any substantial
part of its property subjected to any levy,

seizure, assignment or sale for or by any creditor or governmental agency
without such levy, seizure, assignment or sale being released, lifted,
reversed, or satisfied within ten days.

11. Use of Services. Xxxxxxxx' obligation to provide Services to SBCS is
subject to the conditions that neither SBCS nor its Affiliates shall use the
Services for any unlawful purpose and that SBCS shall include in any tariffs or
contracts with its customers for the provision of service a condition that the
customers, their officers, directors, employees and agents shall not use the
service for any unlawful purpose.

12. Compliance with Section 211 of the Communications Act. The Parties hereby
agree that this Agreement and related documents, to the extent it is subject to
FCC regulation, are inter-carrier agreements not subject to the filing
requirements of Section 211(a) of the Communications Act of 1934, as amended.

****

14. Warranty and Disclaimer of Warranty.

Xxxxxxxx warrants that On-Net Services shall be provided to SBCS in
accordance with the applicable Technical Specifications set forth in
Schedule X. Xxxxxxxx shall use all commercially reasonable efforts under
the circumstances to remedy any delays, interruptions, omissions, mistakes,
accidents or errors in the Services and restore such Services to comply
with the terms hereof. THE FOREGOING WARRANTY, THE CREDITS, DELAY REMEDIES
AND OTHER PROVISIONS OF THIS AGREEMENT FOR THE FAILURE TO COMPLY WITH THIS
WARRANTY ARE THE EXCLUSIVE WARRANTY AND REMEDY PROVIDED TO SBCS FOR BREACH
OF THIS WARRANTY AND ARE IN LIEU OF ALL OTHER WARRANTIES OR REMEDIES,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION,
IMPLIED WARRANTIES OF MERCHANTABLITY AND FITNESS FOR A PARTICULAR PURPOSE.

15. Y2K Compliance and Test Requirements.

15.1. Xxxxxxxx represents and warrants that the On-Net Services to be
provided pursuant to this Agreement (including any software, firmware or
other products provided by Xxxxxxxx in connection therewith), will (a) have
any date handling

characteristics provided in any agreed-upon description or specifications
therefor, (b) include the proper transmission of date data, like other
data, in accordance with any agreed-upon description or specifications
therefor, and (c) not experience or cause material computational, display,
storage or other errors, or fail to be available, due to the inability to
accurately or correctly handle dates, including dates in the year 2000 and
February 29, 2000. Xxxxxxxx does not represent or warrant that the On-Net
Services will be interoperable with software not provided by Xxxxxxxx that
may be used by SBCS to deliver data to Xxxxxxxx' Services, receive data
from Xxxxxxxx' On-Net Services or otherwise interact with Xxxxxxxx' On-Net
Services, or any other Service provided under this Agreement.

15.2. In the event of a breach of the foregoing representation and
warranty, SBCS' sole remedy will be for Xxxxxxxx to use reasonable efforts
promptly to remedy such breach. In such event, Xxxxxxxx shall make the
necessary modifications in the provision of the On-Net Services pursuant to
a schedule to be agreed to by the Parties. Xxxxxxxx agrees that there shall
be no additional charges to SBCS for such modifications.

15.3 SBCS acknowledges receipt of copies of Xxxxxxxx' Year 2000 Readiness
Disclosure which will be updated monthly and posted on the Xxxxxxxx
Internet Web Site at xxxx://xxx.xxx.xxx beginning no later than January 31,
1999 and Xxxxxxxx' Year 2000 Program Office Compliance Manual. SBCS agrees
that such documents serve as evidence of year 2000 compliance and/or the
compliance techniques and test procedures it has followed or intends to
follow to comply with all of the obligations contained herein. Xxxxxxxx
represents that the implementation of its Year 2000 Program Plan is
currently on schedule to meet the planned compliance date of June 30, 1999.

16. Indemnification

16.1 Each Party including any of its Affiliates shall defend, indemnify and
hold harmless the other Party, including any of its Affiliates, officers,
directors, shareholders, employees and agents, from and against any and all
claims, damages, losses, liabilities whatsoever, including reasonable legal
fees and any damages, arising out of, caused by, related to or based upon a
claim (a) by a third party for physical property damage, personal injury,
or wrongful death, whether sounding in tort or contract, claim of
defamation, invasion of privacy or similar claim based on any act or
omission of a the other Party, its employees, agents or Third Party
contractors in connection with this Agreement, (b) that the Indemnifying
Party's products or services (excluding Local Access Service, Off-Net
InterLATA Service, or any other Third Party Service) infringe or violate
any copyright, trade secret, trademark or service xxxx, United States
patent or other proprietary right of a Third Party, or (c) that the
claimant was "slammed" or "crammed," as those terms are understood in the
industry.

With respect to Third Parties, including any SBC LEC Affiliate,who use
Services through SBCS, SBCS shall defend, indemnify and hold Xxxxxxxx,

including any of its Affiliates, officers, directors, shareholders,
employees and agents, and any Provider, harmless from and against any and
all claims, damages, losses, liabilities whatsoever, including reasonable
legal, fees and any damages, arising out of, caused by, related to or based
upon a claim that the Service was defective or on account of any failure to
provide Services, except to the extent of Xxxxxxxx' gross negligence or
willful misconduct.

With respect to the content of any transmission by SBCS, its
Affiliates (including any SBCS LEC Affiliate) or its End Users using the
Services, SBCS shall defend, indemnify and hold Xxxxxxxx, including any of
its Affiliates, officers, directors, shareholders, employees and agents,
and any Provider harmless from and against any and all claims, damages,
losses, liabilities whatsoever, including reasonable legal, fees and any
damages, arising out of, caused by, related to or based upon a claim that
such content was unlawful or violated any statutory or common law rights,
e.g. copyright.

16.2 The indemnified Party shall promptly notify the indemnifying Party in
writing of any claim which the indemnified Party reasonably considers
subject to the indemnity, giving a description in reasonable detail of the
relevant facts on which the claim is based. The indemnified Party shall to
provide the indemnifying Party with all reasonable assistance in
investigating, defending, and pursuing such claim at the indemnifying
Party's expense. The indemnifying Party shall not be required to indemnify
the indemnified Party for any settlement entered into without its consent
except to the extent set forth in Section 16.4.

16.3 The indemnifying Party shall assume the defense of any such claim or
any litigation resulting from such claim and shall have absolute control
over the litigation, including, but not limited to, the selection of
counsel, the legal strategy with respect to the claim, and the settlement
of such claim, either before or after litigation has commenced.
Notwithstanding the preceding sentence, (a) if there is a reasonable
probability that a claim may materially and adversely affect the
indemnified Party other than as a result of money damages or other money
payments, the indemnified Party shall have the right, at its own expense,
to defend or co-defend such claim, except that the indemnifying Party shall
continue to control the defense, and (b) to the extent any defense
applicable to the indemnified Party shall involve a conflict of interest
with the indemnifying Party, the indemnified Party shall have the right to
control such defense at the expense of the indemnifying Party.

16.4 If, within a reasonable period of time after notice of any claim, the
indemnifying party fails to defend such claim, the indemnified Party shall
have the right to undertake the defense, or settlement of such claim on
behalf of and for the account and at the risk of the indemnifying Party,
subject to the right of the indemnifying Party to assume the defense of
such claim at any time prior to settlement, compromise or final
determination of the claim, except to the extent set forth in the last
sentence of Section 16.3.

16.5 In the case of a claim of infringement covered by Section 16.1
where a court of competent jurisdiction finds such infringement, the
indemnifying Party shall, at its option and expense, use all
reasonable efforts either (a) to procure for the indemnified Party the
right to continue to use the product, service or other item as
provided for herein, (b) to modify the infringing product, service or
other item so that it is noninfringing, without materially altering
its performance or function, or (c) to replace the infringing product,
service or other item with a substantially equivalent noninfringing
item.

16.6 Notwithstanding the foregoing, if a claim of infringement covered
by Section 16.1 also is covered by Section 9.1 of the Network
Development and Operation Agreement, and the indemnifying Party under
this Agreement is the indemnified Party under the Network Development
and Operation Agreement, then Section 9 of the Network Development and
Operation Agreement, and not this Section 16, shall apply.

17. Tariffs.

17.1 SBCS shall pay all applicable tariff charges including, but not
limited to, fixed charges, feature charges, , access facility charges,
and installation and other non-recurring charges. Additionally, SBCS
will pay, in accordance with applicable tariffs, any taxes, levies,
surcharges, or other costs that Xxxxxxxx is obligated to pay to any
governmental entity or other third party, provided that (i) such
obligation is imposed by legislation or regulation, and (ii) such
obligation arises out of the use of Services provided under this
Agreement.

17.2. Subject to the terms and conditions of the NDOA, Xxxxxxxx may
modify or withdraw tariffs from time to time which may result in the
discontinuation of any Service without Xxxxxxxx' liability.

17.3. In the event Xxxxxxxx withdraws its filed Tariffs the Tariff
terms and conditions in effect on the date of such withdrawal will
continue to apply to this Agreement. After withdrawal of the
applicable Tariffs, the terms of this Agreement will control over any
inconsistent provision in the former Tariffs, subject to standard
contract interpretation rules. Tariffs not withdrawn shall continue to
have the same force and effect.

18. SBCS Responsibilities.

18.1 SBCS will not be relieved of any duty, obligation or
responsibility hereunder due to the fact that Service is ultimately
provided to End-Users.

18.2 SBCS represents and warrants that it will comply with
all applicable laws and applicable rules and regulations promulgated
by federal and

state regulatory agencies, including, but not limited to, those
concerning interexchange carrier selection. SBCS represents and
warrants that it will not submit to Xxxxxxxx an End User ANI for
activation without obtaining and maintaining a proper PIC Authorization
that complies with all applicable federal and state laws, rules and
regulations. SBCS shall produce for Xxxxxxxx'x inspection, at SBCS's
expense, any PIC Authorization **** after Xxxxxxxx'x oral or written
request, or within any shorter period required by a Local Access
Provider or regulatory agency. When a request for the PIC Authorization
is made by a Local Access Provider or regulatory agency, Xxxxxxxx will
cooperate with SBCS to obtain any reasonable extension of time SBCS may
require and to assist SBCS in the defense of any slamming or other
similar charge of unlawful actions by SBCS.

18.3 SBCS' failure to comply with Section 18.2 above will not
constitute a material breach of this Agreement. In such event Xxxxxxxx
may refuse to activate additional ANIs under SBCS's account if SBCS is
unable to cure such non-compliance **** of notice from Xxxxxxxx of such
non-compliance. Xxxxxxxx will resume accepting ANIs only after SBCS
produces evidence reasonably satisfactory to Xxxxxxxx that it is in
compliance with Section 18.2.

18.4 SBCS will reimburse Xxxxxxxx for any charge assessed by
a LEC for processing a PIC change due to a SBCS initiated dispute.

18.5 SBCS will be solely responsible for End User
solicitation, service requests, creditworthiness, SBCS service,
billing and collection, unless otherwise specifically set forth in
another Alliance Agreement. SBCS remains responsible for compliance
with all terms and conditions of this Agreement, including, but not
limited to, payment responsibilities, without regard to SBCS' ability
to charge for Services used by End Users or to collect payment from
End Users..

18.6 SBCS will be financially responsible for usage generated
by each End User ANI activated by Xxxxxxxx pursuant to a request by
SBCS until such ANI is presubscribed to another interexchange carrier
or SBCS requests that service be terminated. SBCS may request Xxxxxxxx
to block an ANI upon the End User's failure to pay SBCS, subject to
SBCS' prior certification to Xxxxxxxx that it has given the End User
any notice required by any applicable statute, rule or regulation.
SBCS will reimburse Xxxxxxxx for reasonable expenses incurred to block
an ANI. ****

18.7 SBCS has sole responsibility for installation, testing
and operation of facilities, services and equipment ("SBCS
Facilities") other than those specifically provided by Xxxxxxxx as
part of the Service as described in a Service Order. In no

event will the untimely installation or non-operation of SBCS
Facilities relieve SBCS of its obligation to pay charges for the
Service after the Actual Start Date.

19. Intellectual Property Rights. Unless otherwise specifically agreed in
writing by the Parties, each Party shall retain all right, title and interest
in any intellectual property associated with the provision of Services under
this Agreement. If it should be necessary for a Party to practice any patent,
copyright, trade secret or other non-trademark intellectual property of the
other Party to avail itself of the Services to be provided hereunder, the
Parties shall negotiate in good faith a license with respect to such
intellectual property. Each Party acknowledges that the other Party's name is
proprietary to the other Party. This Agreement does not transfer, and confers
no right to use, the name, trademarks (including service marks), patents,
copyrights, trade secrets, other intellectual property or CIC of either Party,
except as expressly provided herein. Neither Party shall take any action
inconsistent with the intellectual property rights of the other Party.

20. Title to Equipment. Subject to SBCS' rights under Section 12 of the Master
Alliance Agreement, this Agreement shall not, and shall not be deemed to,
convey to SBCS title of any kind to any of the transmission facilities, digital
encoder/decoders, telephone lines, microwave facilities or other facilities
utilized in connection with the Services. Any equipment provided by SBCS must
be itemized on a schedule listing all such SBCS-provided equipment and appended
to the Service Order to which use of that equipment relates ("SBCS Equipment
Inventory"). Xxxxxxxx shall not be obligated to provide any Services for SBCS
if SBCS will be providing any of its own equipment unless and until such
equipment is itemized on the applicable SBCS Equipment Inventory.

21. SBCS Equipment. To the extent permitted by the Act, SBCS may, at its
option, choose to deploy its own switches and related management systems.
Xxxxxxxx will permit interconnection of these switches with SBCS' own network
or the Xxxxxxxx Network as required. These switches may, in accordance with
Schedule C, be collocated with Xxxxxxxx' switches in a Xxxxxxxx POP.

22. Merger/Integration. This Agreement, together with the other agreements
referred to herein and the schedules attached hereto, constitutes the entire
agreement, and supersedes all other prior agreements and undertakings, both
written and oral, among the Parties with respect to the subject matter hereof.

23. Processes to be Developed. By May 1, 1999 the Parties shall develop jointly
and maintain a procedures manual that shall address the following processes to
be used by the Parties: (a) Service Orders, (b) Addition of or Changes to
Service Metrics (subject to the mutual agreement of the parties), (c)
procedures to be followed to request or make inquiries concerning restoration
of Service Outages, (d) the form and medium by which Xxxxxxxx will report the
availability of dedicated service elements for acceptance testing by the SBCS,
(e) training, (f) billing, including billing detail, (g) optimization, (h)

network management, (i) dispute resolution and escalation, (j) pre-xxxx
certification; (k) traffic, demand and capacity forecasts for voice and for
data (l) description of future services and mechanism for inclusion into
Agreement, (m) reports, including those set forth in Section __ of the NDOA,
and (n) all similar administrative and logistical matters related to the
provision of and payment for Services. The manual will be specific to SBCS's
needs and usage patterns; and, the parties shall update it as necessary.

24. Conflict of Law. Nothing in this Agreement shall obligate any Party to
take any action that violates any applicable governmental law, regulation or
order, including, but not limited to, the Act. In the event that either Party
believes that a project/Service would violate the Act or any other applicable
law, regulation or order, the Parties shall arrange for the appropriate
individuals within their respective organizations to consult with the other
Party to ascertain whether the project/Service will violate any such law,
regulation or order and, if so, how to bring the project/Service into
compliance with such law, regulation or order.

25. End-to-End Service. SBCS desires Xxxxxxxx to manage all relationships
with any LEC or alternate interexchange service provider to the extent
necessary to provide end-to-end service. SBCS acknowledges that Xxxxxxxx is
unable to guarantee the level of service provided by any such Local Access
Provider or Third Party provider, although Xxxxxxxx agrees that it will use its
reasonable best efforts to manage these relationships in such a manner so as to
ensure that the services meet the performance guarantees, if any, provided by
such Local Access Provider or alternate interexchange service provider.

26. Switched Services Forecasting.

****
33

****

27. Performance Remedies SLAs..

27.1 General Service Level Policy. It is the objective of the Parties
to provide services pursuant to this Agreement and ultimately for SBCS
to provide services in turn to End Users that establishes industry
leadership with respect to competing products. Given the dynamic
nature of the telecommunications industry, the performance standards
necessary to meet that objective may improve over time. Thus, the
Parties agree to evaluate the performance standards in Schedule B, as
well as the remedies in this section, on an ongoing basis pursuant to
the NDOA to verify that this objective is being met and to change
accordingly the performance standards for the On-Net Services and,
where appropriate, the remedies for failing to meet such standards, to
assure, to the extent practicable, that the Parties are industry
leaders.

27.2 Failure to Meet Certain Due Dates.

27.2.1 The Parties agree that the following list of "ready dates" are
critical to the success of the relationship:

****
34

35
****

27.3 Network-based Service Level Commitments for On-Net Service.

The table below sets forth the network-level SLAs that Xxxxxxxx will
provide for voice, data, and private line services. The performance
and reliability metrics for each service are set forth in Schedule B
of this Agreement. Network performance shall be computed by averaging
the service levels provided by all network elements (ports, switched,
circuits, etc.) used to provide service to SBCS or its customers.
Events that are excluded from these measurements are those defined in
the Force Majeure definition.

****

27.3 Strategic Customer Service Level Commitments

Xxxxxxxx will also provide Service Level Agreements for individual
customers designated by SBCS as strategic, the standards for which
shall be mutually agreed upon pursuant to Section 23. SBCS is deemed
to be a strategic customer to the extent of its official corporate
services and where SBCS is itself the End User. The following table
specifies the metrics for individual private line, ATM, and Frame
Relay subscriber elements (e.g., private lines, data ports or PVCs,
etc.) for On-Net Service as well as the remedies for Xxxxxxxx' failure
to meet those metrics. The definition of the metrics for each On-Net
Service is set forth in Schedule B of the TSA. These performance
metrics are computed independently and separately each month for each
strategic SBCS customer. Remedies are applied on a per-customer basis.
Events that are excluded from these measurements are those defined in
the Force Majeure definition except that cable cuts and power outages
shall not be excluded. In the event that SBCS pays a customer
designated as strategic under this Section 27.3 an outage credit based
upon interruption of On-Net Service caused by a cable cut or power
outage (as

defined in the definition of Force Majeure Event herein), and such
credit is commercially reasonable and is consistent with SBCS's
existing practice, Xxxxxxxx shall reimburse SBCS the amount of the
credit. The preceding sentence shall not apply where such cable cut or
power outage affects access facilities provided by a Third Party
including an SBC LEC Affiliate.

****

27.5 Individual Case Basis Service Levels

Xxxxxxxx and SBCS agree that, on a case-by-case basis, the service
level and/or the remedies for strategic or high value customers may be
have to be increased in order to win or retain a customer's business.
The Parties agree that, by mutual agreement, a higher level of
performance or stricter remedies than those set forth in this
Agreement may be offered to some SBCS customers.

27.6 Service Outage Credits.

SBC and Xxxxxxxx agree to take reasonable efforts to proactively
monitor the performance of its customers' circuits in order to take
corrective action before the customer's perceived service quality is
damaged. The Parties also recognize that on occasion individual,
non-strategic customers may suffer from chronically poor service
before the problem is identified or remedied. In these instances, SBC
may request a service outage credit from Xxxxxxxx to be passed through
to the customer in order to salvage a customer-perceived quality
problem. If the service problem is due to a fault in the Xxxxxxxx
Network, and the service relationship with the customer is in
jeopardy, Xxxxxxxx will provide a **** on the monthly
charge to SBC for that circuit. Chronically poor service is defined as
****

27.7 General Provisions regarding Outage Credits.

SBCS shall not receive an Outage Credit if the interruptions are (a)
of a duration of less than the threshold associated with a particular
On-Net Service, (b) caused by the negligence or willful misconduct of
SBCS, its Affiliates, or others authorized by SBCS to use the services
under this Agreement, (d) caused by the failure of access to the
Xxxxxxxx Network, (e) resultant from scheduled maintenance where SBCS
has been notified of scheduled maintenance in advance, or (f) the
result of a Force Majeure Event or a Legal or Regulatory Event. All
Outage Credits shall be credited on the next monthly invoice for the
affected Service. The remedies and credits set forth in this Section
27 shall be the sole

and exclusive remedy of SBCS for any failure of Xxxxxxxx resulting in
such remedy or credit.

28. Interference. SBCS shall not use nor permit others to use the Service
in a manner that could interfere with Services provided to others or that could
harm the facilities of Xxxxxxxx or others.

29. Interconnections. Service furnished by Xxxxxxxx may be connected with
the services or facilities of other carriers. Except as otherwise provided in
this Agreement, SBCS shall be responsible, ****, for all charges billed by other
carriers in connection with the use of Service. Any special equipment or
facilities necessary to achieve compatibility between carriers are the sole
responsibility of SBCS, except as may otherwise be specifically provided in this
Agreement or subject of the Master Alliance Agreement.

30. Legal Compliance; Remedies for Non-Compliance.

30.1 SBCS represents and warrants that (a) it shall have
appropriate certificates of public convenience and necessity, licenses
and all required regulatory approvals and that it will be legally
authorized to provide service as contemplated under the terms and
conditions of this Agreement before such service is requested by SBCS
and (b) it will immediately notify Xxxxxxxx in the event such
certificates of public convenience and necessity, licenses or other
required regulatory approvals should be revoked, suspended or, for
whatever reason, cease to be effective.

30.2 SBCS's failure to comply with paragraph 30.1 above will
not constitute a material breach of this Agreement, however Xxxxxxxx
may reject End User ANIs submitted by SBCS for placement under its
account if SBCS is unable to cure such non-compliance **** of notice
from Xxxxxxxx of such non-compliance. Xxxxxxxx will resume accepting
ANIs only after SBCS produces evidence satisfactory to Xxxxxxxx that it
is in compliance with paragraph 30.1.

31 Training. Xxxxxxxx will train or arrange for the training of SBCS-
designated personnel so that SBCS can fully employ the various features and
functions of the Xxxxxxxx Network and can interface with Xxxxxxxx' personnel in
maintaining and monitoring the Xxxxxxxx Network. Xxxxxxxx will provide the
training to the SBCS personnel sufficiently in advance of **** so that they are
in the position to monitor the Xxxxxxxx Network and interface with Xxxxxxxx'
personnel once the Xxxxxxxx Network is ready for customer service. Xxxxxxxx
further agrees to maintain the training facility and to providing training to
SBCS personnel throughout the Term of this Agreement, unless otherwise advised
by SBCS. Xxxxxxxx may charge SBCS a fee for providing such training in
accordance with the Alliance Pricing formulas, but the expenses of trainees,
including travel, per diems, salary, etc. shall be borne by SBCS.

The Parties shall mutually agree on the number of SBCS personnel to be trained
at any one time and the appropriate training period and curriculum.

32. SS7 Signaling and Local Number Portability. Prior to selecting a
solution for either SS7 signaling or local number portability for its switched
network, Xxxxxxxx shall evaluate the functionality, cost and overall
availability of the SS7 and the local number portability solutions employed by
Southern New England Telephone Company. If Xxxxxxxx selects the Southern New
England Telephone Company solution, the terms and conditions under which
Xxxxxxxx will obtain the SS7 service or the local number portability solution
will be negotiated between Xxxxxxxx and Southern New England Telephone Company.
However, the rates for those services shall be no more than the rates Xxxxxxxx
would pay if the rates were set pursuant to the pricing provisions of the
Master Alliance Agreement.

33. General Applicability of Provisions. Unless expressly excluded, all
terms of this Agreement are applicable to all sections of this Agreement,
notwithstanding the specific reference to such a term in any other particular
section.

34. Master Alliance Agreement. The following provisions of the Master
Alliance Agreement are incorporated herein, with the provisions applicable to
the Parties thereto applicable to the Parties hereto.

34.1 Acknowledgment of Regulatory Considerations. Section 2 of the
Master Alliance Agreement.

34.2 Amendment. Section 15.7 of the Master Alliance Agreement.

34.3 Assignment. Section 15.2 of the Master Alliance Agreement.

34.4 Confidential Information. Section 10 of the Master Alliance
Agreement.

34.5 Costs and Expenses. Section 15.6 of the Master Alliance
Agreement.

34.6 Dispute Resolution. Section 9 of the Master Alliance Agreement.

34.7 Execution. Section 15.10 of the Master Alliance Agreement.

34.8 Force Majeure. Section 15.4 of the Master Alliance Agreement.

34.9 Governing Law. Section 15.16 of the Master Alliance Agreement.

34.10 Headings. Section 15.8 of the Master Alliance Agreement.

34.11 Insurance. Section 11.1 of the Master Alliance Agreement.

34.12 No Solicitation. Section 11.2 of the Master Alliance Agreement.

34.13 Publicity. Section 15.9 of the Master Alliance Agreement.

34.14 Relationship of Parties. Section 15.13 of the Master Alliance
Agreement.

34.15 Rules of Construction. Section 15.17 of the Master Alliance
Agreement.

34.16 Severability. Section 15.15 of the Master Alliance Agreement.

34.17 Third Party Warranties. Section 15.5 of the Master Alliance
Agreement.

34.18 Limitation of Liability. Section 15.12 of the Master Alliance
Agreement.

Without limiting the foregoing, Section 15.18 of the Master Alliance Agreement
incorporates Sections 2, 8, 9, 10, 13, 14, and 15 (except 15.11 and 15.14) into
this TSA.

35. Notice

Any notice, request, instruction or other document to be given hereunder by any
Party to any other Party under any section of this Agreement shall be in
writing and shall be deemed given (a) upon receipt, if delivered personally or
by telex or facsimile, (b) the next day, if by express mail, or (c) three days
after being sent, if by registered or certified mail, return receipt requested,
postage prepaid, to the following addresses (or such other address for a Party
as shall be specified by like notice, provided that such notice shall be
effective only after receipt thereof):

If to SBCS: Southwestern Xxxx Communications Services, Inc.
0000 Xxxx Xxx Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Attn: Xx. Xxxxxxxx Xxxx, President
Telephone Number: 000 000-0000
Facsimile Number: 000 000-0000

and SBC Operations, Inc.
000 XxXxxxxxxx
Xxx Xxxxxxx, XX 00000
Attn: J. Xxxxxxx Xxxxxx, President
Fax: 000 000-0000
Telephone: 000 000-0000

with a copy SBC Communications Inc.
(which shall 000 Xxxx Xxxxxxx Xxxxxx, 00xx Floor
not constitute Xxx Xxxxxxx, XX 00000
notice) to: Attn: General Attorney - Mergers & Acquisitions
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000

If to Xxxxxxxx: Xxxxxxxx Communications, Inc.
Xxx Xxxxxxxx Xxxxxx, Xxxxx 00-X
Xxxxx, XX 00000
Attn: Contract Administrator
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000

with a copy Xxxxxxxx Communications, Inc.
(which shall One Xxxxxxxx Center, Suite 4100
not constitute Xxxxx, XX 00000
notice) to: Attn: General Counsel
Telephone Number: (000) 000-0000
Facsimile Number: (000) 000-0000

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their respective authorized representatives as of the date first
written above.

SBC OPERATIONS INC. XXXXXXXX COMMUNICATIONS, INC.

/s/ J. XXXXXXX XXXXXX /s/ XXXXXX XXXXXX
-------------------------------------- --------------------------------------
Signature of Authorized Representative Signature of Authorized Representative

J. XXXXXXX XXXXXX Xxxxxx Xxxxxx
-------------------------------------- --------------------------------------
Printed Name Printed Name

EVP-CORP. PLANNING AND CAPITAL
MANAGEMENT Senior Vice President
-------------------------------------- --------------------------------------
Title Title

SOUTHWESTERN XXXX
COMMUNICATIONS SERVICES, INC.

/s/ XXXXXXXX X. XXXX
--------------------------------------
Signature of Authorized Representative

XXXXXXXX X. XXXX
--------------------------------------
Printed Name

PRESIDENT
--------------------------------------
Title

41
42

Schedule A-1
Xxxxxxxx Network Pricing Schedule

PRIVATE LINE PRICE CAPS
(in dollars per month per VGE/V&H Mile)

****

Non-Recurring Charges Cap DS-1 DS-3 OC-3 OC-12 OC-48
---- ---- ---- ----- -----

New Order Installation ****

Order Change (1st change free)
Order Cancellation
Pre-Engineering
Post-Engineering

ASR (new or disconnect) Special Access

ASR Supplement

Order Expedite

Reconfiguration

Additional Installation Maintenance Engineering
Additional Installation Maintenance Engineering (After Hours)

Other Charges Cap

Cross-Connect Charges

Monthly Securities Non-Securities

DS-1 ****

DS-3

OC-3

OC-12

OC-48

The parties shall reexamine these Non-Recurring Charges and Other Charges by
May 1, 1999 and make such adjustments as are necessary to conform them to
market rates in accordance with the provisions of the Master Alliance Agreement
for Alliance Pricing.

Cross connect charges apply when SBCS is connecting its collocated equipment
through the Xxxxxxxx' cross connect panel to a carrier other than Xxxxxxxx.
Cross connect charges specifically do not apply when the cross connect is part
of Service provided by Xxxxxxxx. A cross-connect also occurs between two
collocated customers who are tied together via a cross-connect at the Xxxxxxxx
common demarcation point. Two or more collocated customers are not allowed to
directly terminate cross-connects on each others equipment without connecting
at the Xxxxxxxx demarcation point. Cross connect charges do not apply to IXP or
Telehousing Services.

The cost associated with the cross-connect is per circuit.

Installation charges shall apply to the normal installation of equipment
necessary to provide the requested service to the point of demarcation at the
Customer's premises. Additional installation charges shall apply when Seller is
required to install equipment other than that normally required to provide the
service or when Customer requests special equipment.

Order Cancellation (post engineering) charges apply when a customer cancels a
circuit order after design but prior to installation.

Order Expedite charges apply when a customer requests a circuit due date that
is earlier then Xxxxxxxx' standard interval.

Reconfiguration charges apply when a customer requests modifications to a
circuit (change in end points for example) after the circuit has been
engineered.

Business Day as defined in the TSA definitions. Normal business hours are 8am -
5pm.

SBC FRAME RELAY
NNI (SWITCH-TO-SWITCH) PRICE CAPS

I. Port Charges - MRC

SBC FRAME RELAY PRICE CAPS

****

4
46
****

SBC FRAME RELAY
UNI (RESELLER) PRICE CAPS

II. Port Charges - MRC

****

6
48

****

7
49

****
The parties shall reexamine these Frame Relay Ancillary Charges by May 1, 1999
and make such adjustments as are necessary to conform them to market rates in
accordance with the provisions of the Master Alliance Agreement for Alliance
Pricing.

****
Configuration charges are applied when the CIR of PVCs for basic Frame Relay
Service are changed or when SBCS desires a change to the CIR of PVCs in an
already

established Flex CIR Schedule (i.e. SBCS will not be charged the **** fee for
changes to the CIR when establishing its initial Flex-CIR schedule).

Order Cancellation Charges apply when SBCS cancels an order after design but
prior to installation.

PVC Order Change Charges apply after design but prior to installation on a per
PVC basis when SBCS makes a change to the PVC size ordered. If the PVC has been
installed and accepted, SBCS will be charged for a new PVC installation.

Port Order Change Charges apply after design but prior to installation on a per
port basis when SBCS requests to change the port size ordered. If the Port has
been installed and accepted, SBCS will be charged for a new port installation.

ATM PRICE CAPS

****

ATM PRICING SCHEDULES (FLAT RATE)

ATM Transport includes both recurring and non-recurring charges.

Recurring Charges

ATM pricing is based on flat monthly fee assessed per node, which includes a
flat port charge based on the port connection speed and a charge for each PVC's
CIR going out from the port. ATM Transport Service is priced simplex, meaning
that the price for a PVC's CIR includes the egress CIR. The CIR for the CBR
class of service (CoS) is the peak cell rate (PCR). The CIR for the VBRnrt
class of service is the sustained cell rate (SCR). The pricing below reflects
both VCCs and VPCs.

CIRs increments are available in 1 Meg increments up to 40Mbps for DS3 ports, 5
Meg increments up to 150 Mpbs for OC3 ports and 25 Meg increments up to 600
Mbps for OC12 ports.

****
10

****
11

ATM PRICE CAPS

****

ATM PRICING SCHEDULES (FLAT RATE)

ATM Transport includes both recurring and non-recurring charges.

Recurring Charges

ATM pricing is based on flat monthly fee assessed per node, which includes a
flat port charge based on the port connection speed and a charge for each PVC's
CIR going out from the port. ATM Transport Service is priced simplex, meaning
that the price of a PVC's CIR includes the egress CIR. The CIR for the CBR
class of service (CoS) is the peak cell rate (PCR). The CIR for the VBRnrt
class of service is the sustained cell rate (SCR). The pricing below reflects
both VCCs and VPCs.

CIRs increments are available in 1Meg increments up to 40Mbps for DS3 ports, 5
Meg increments up to 150 Mpbs for OC3 ports and 25 Meg increments up to 600
Mbps for OC12 ports.

****

12
54
****

13
55

ATM PRICE CAPS

****

ATM PRICING SCHEDULES (FLAT RATE)

CIRs increments are available in 1 Meg increments up to 40Mbps for DS3 ports, 5
Meg increments up to 150 Mpbs for OC3 ports and 25 Meg increments up to 600
Mbps for OC12 ports

****

14
56

****

ATM PRICE CAPS

****

ATM PRICING SCHEDULES (FLAT RATE)

CIRs increments are available in 1 Meg increments up to 40Mbps for DS3 ports, 5
Meg increments up to 150 Mpbs for OC3 ports and 25 Meg increments up to 600
Mbps for OC12 ports.

****

ATM Non Recurring On-Net Ancillary Charges

Non-recurring charges include installation, configuration changes,
cancellation, and order changes that may be incurred for the Port or PVC.

****

The parties shall reexamine these non-recurring charges by May 1, 1999 and make
such adjustments as are necessary to conform them to market rates in accordance
with the provisions of the Master Alliance Agreement for Alliance Pricing.

Configuration change charges are applied when the parameters of a PVC or VP are
changed.

Order Cancellation Charges apply when a PVC, VP or Port has been ordered and
needs to be canceled prior to the Service having been installed and accepted.
Port Order Change Charges apply after design but prior to installation on a per
port basis when Customer requests to change the port size ordered. If the Port
has been installed and accepted, Customer will be charged for a new port
installation.

PVC Order Change Charges apply after design but prior to installation on a per
PVC basis when Customer makes a change to the PVC size ordered. If the PVC has
been installed and accepted, Customer will be charged for a new PVC
installation.

****

19
61

****

The prices stated on this page are only estimates, and are subject to change.
The parties will develop, as a part of the real estate forecasting mechanism, a
process which will allow SBCS to receive a firm price some time before proposed
occupancy of Space, which price is then only subject to change to the extent of
any change of any Cost in the Cost Plus model.

21
63

Fixed Voice Transport Price Caps

****

SBCS shall pay **** any PIC processing fees charged by Local Exchange carriers.

****

64
SCHEDULE A-2

****
23

****
24

SCHEDULE A-3
WIRELESS LOCAL ACCESS SERVICE DESCRIPTION

OVERVIEW

Through a recent agreement with WinStar, Xxxxxxxx provides local wireless
transmission services in the 38 GHz frequency band. With licenses in more than
160 major markets, including all of the top 50 cities, WinStar's network
footprint is planned to cover more than 60% of America's small to medium-sized
businesses. Exhibit A lists the cities designated as target markets.

1. Topology

WinStar's point-to-point local wireless service uses two dishes to transmit and
receive signals within a five-mile range. The service is designed to support
**** availability, with a **** rate and a ****-bit error rate.

The network topology consists of a centralized switching platform that provides
all of the features, services and switching functionality for customers in a
particular network serving area. Each switch delivers services to and from
Xxxxxxxx customers through interconnect facilities to and from the LEC, IXCs
and Internet Peering Points to which WinStar has connections. Today, switches
may connect to Hubs in both a hub-and-spoke and ring topology. Hubs connect to
Lit Buildings in a hub-and-spoke topology.

2. Hubs and Lit Buildings communicate via multiple DS3/DS1 radio links in the
38-40 Ghz portion of the spectrum. The Hubs function as concentrators for
these milliwave links, providing DS3 or DS1 service for Lit Buildings
within the Hub service area. The traffic from the Lit Buildings is bundled
into multiple DS3 links over a fiber SONET ring backbone, or connected by
lower frequency radio shots (i.e., 18 and 23 Ghz currently and 6 and 11 Ghz
in the future).

3. The network architecture features Lit Buildings as customer access points
for traffic, with Hubs transmitting and receiving traffic from Lit
Buildings via milliwave links. Hubs concentrate, transmit and receive that
traffic over fiber links to central office switch sites, other Hubs and
points of collocation (each a point of presence).

PRICING

Xxxxxxxx new Wireless Services are priced to be competitive for the following
applications:

(1) End-to-End connectivity in which the mileage portion of the local loop
exceeds 10 miles. This service is not competitive for local loops in the
zero-mile range.

(2) Intra-City Connectivity in which there is no wide area network connectivity
required.

SBCS Proprietary Price Caps for Xxxxxxxx Local Wireless Services can be found
in Exhibit B.

OTHER TERMS AND CONDITIONS

The other terms and conditions governing the use of Wireless Local Access
provided by WinStar shall be as set forth in WinStar's general terms and
conditions of service as may be modified by the mutual agreement of SBCS,
Xxxxxxxx, and WinStar.

EXHIBIT A

TARGET MARKET CITIES

****

69
WIRELESS LOCAL ACCESS
PRICING

****

28
70

Schedule B: Xxxxxxxx Network Technical Specifications

1.1. Private Line

1.1.1. TRANSMISSION RATES

-----------------------------------------------------------------------------------------------------------------------
PRIVATE Characteristics Specifications/References
LINE
SERVICE
-----------------------------------------------------------------------------------------------------------------------

DS-1 o 1.544 Mbps bit rate o T1.107, "Digital Hierarchy - Formats Specifications"
o Extended o T1.403, "Network-to-Customer Installation - DS1 Metallic
Superframe Format (ESF) Interface"
o Bipolar 8 Zero o T1.408, "ISDN Primary Rate - Customer Installation Metallic
Substitution (B8ZS) Interfaces, Layer 1 Specification"
line coding o TR-NWT-000499, "Transport Systems Generic Requirements
(TSGR): Common Requirements," Issue 4, Bellcore
-----------------------------------------------------------------------------------------------------------------------
DS-3 o 44.736 Mbps bit o T1.107, "Digital Hierarchy - Formats Specifications"
rate o T1.404, "Network-to-Customer Installation - DS3 Metallic
o C-bit parity Interface Specification"
o TR-NWT-000499, "Transport Systems Generic Requirements
(TSGR): Common Requirements," Issue 4, Bellcore
-----------------------------------------------------------------------------------------------------------------------
OC-3c o 155.520 Mbps bit o T1.105, "American National Standard for Telecommunications
rate Digital Hierarchy Optical Interface Rates and Format
o SONET STS-3c frame Specification"
structure o TR-NWT-000499, "Transport Systems Generic Requirements
(TSGR): Common Requirements," Issue 4, Bellcore
o GR-253-CORE, "Synchronous Optical Network (SONET) Transport
Systems: Common Generic Criteria," Issue 1, Bellcore
-----------------------------------------------------------------------------------------------------------------------
OC-12c o 622.080 Mbps bit o T1.105, "American National Standard for Telecommunications
rate Digital Hierarchy Optical Interface Rates and Format
o SONET STS-12c Specification"
frame structure o TR-NWT-000499, "Transport Systems Generic Requirements
(TSGR): Common Requirements," Issue 4, Bellcore
o GR-253-CORE, "Synchronous Optical Network (SONET) Transport
Systems: Common Generic Criteria," Issue 1, Bellcore
-----------------------------------------------------------------------------------------------------------------------
OC-48 o 2,488.32 Mbps bit o T1.105, "American National Standard for Telecommunications
rate Digital Hierarchy Optical Interface Rates and Format
o SONET STS-48c Specification"
frame structure o TR-NWT-000499, "Transport Systems Generic Requirements
(TSGR): Common Requirements," Issue 4, Bellcore
-----------------------------------------------------------------------------------------------------------------------
o GR-253-CORE, "Synchronous Optical Network (SONET) Transport
Systems: Common Generic Criteria," Issue 1, Bellcore
-----------------------------------------------------------------------------------------------------------------------
Table 1

29
71

EXCEPTIONS TO THE ABOVE CHARACTERISTICS ARE:

OC-48c is unavailable at this time. Xxxxxxxx is able to provide OC-48 service
based on Availability and capacity. No time frame has been established for
providing OC48c service.

XXXXXXXX AGREES TO THE SPECIFICATIONS AND REFERENCES LISTED WITH THE FOLLOWING
EXCEPTIONS:

DS-1 Service

T1.408 is addressed in the voice services and is not considered a specification
for private line service.

T1.105 is conformed to with minor exceptions as follows:

Synchronous Hierarchical Rates

Nortel Transportnode does not support OC-1 rate interfaces as well as OC-24
rate interfaces.

Tandem Connection Sublayer

Nortel's Transportnode products do not support tandem connections at this time.
Nortel will be pleased to discuss this requirement at a convenient time.

Line Overhead

Nortel does not currently support line DCC (D4-9) or line REI (M0) on the S/DMS
TransportNode product line.

STS Path Overhead

Nortel's Transportnode products do not support tandem connections. Nortel will
be pleased to discuss this requirement at a convenient time.

STS PTE Unequipped Indicator

Nortel TransportNode equipment transmits an all-ones pattern in unused overhead
bytes. Since there is a requirement to ignore values in undefined bytes, there
should be no operational issues if either a "ones" or "zeroes" pattern is
implemented.

Line Remote Defect Indication (RDI-L)

Nortel's Transportnode OC-48 does not support RDI-L indications. STS Path
Remote Defect Indication (RDI-P) Nortel's Transportnode OC-48 does not support
RDI-P indications.

STS Path Payload Defect Indication (PDI-P)

Nortel's Transportnode products do not support PDI at this time. Nortel will be
pleased to discuss this requirement at a convenient time.

STS-1 Frame and OC-N Line Signal Composition

Nortel's Transportnode product line uses an all-1's pattern to indicate an STS
SPE unequipped condition instead of an all-0's pattern.

There are minor non-compliances to the portions of TR-NWT-000499 that are
relevant to S/DMS Transport node which include the following: Size of lettering
requirements for S/DMS Transportnode circuit packs and assemblies have been
adhered to wherever feasible but this is not always possible.

o Specifications for tributary rates on S/DMS Transportnode products are
complied with where applicable, or where that tributary rate is
offered on the particular line rate S/DMS Transportnode product. 2.

Reliability, Performance and Service Metrics

PRIVATE LINE SERVICE

All measurements for On-Net Service only and exclude events of Force Majeure as
defined in this Agreement.

****

Note: MTTR (mean time to restore) applies to those failures not handled by
automatic error restoration techniques (e.g. 1+1 protection, SONET rings, ATM
rerouting, etc.).

DS-n Services are provisioned over the Xxxxxxxx' ATM Network.

The parties agree to formulate an escalation procedure to discuss network
outages and to document such procedure by May 1, 1999.

3. Frame Relay

3.1. Access rates, as defined in FRF1.1 for UNI or NNI

3.1.1. 56 or 64 kbps
3.1.2. n x DS0 for n=1 to 23
3.1.3. DS1 (1.544 Mbps)
3.1.4. DS-3 (45 Mbps), for NNI only.

3.2. Circuit types
3.2.1. Symmetric and asymmetric point to point PVCs
3.2.2. Multicast (available 1-1-2000)

3.3. Classes of Service
3.3.1. Initially, single QoS engineered to 200% over-subscription of
CIR per port
3.3.2. Frames in violation to be tagged as Discard Eligible

All measurements for On-Net Service only and exclude events of Force Majeure as
set forth in of the Master Alliance Agreement.

****

34
76

4. ATM

4.1. ACCESS RATES, AS DEFINED IN ATM FORUM UNI 4.0 SPECIFICATION

4.1.1. DS3 Current standard is UNI 3.1, UNI 4.0 planned for 2Q99
4.1.2. OC-3c Current standard is UNI 3.1, UNI 4.0 planned for 2Q99
4.1.3. OC-12c

ATM UNI and NNI Service
4.1.4. Current standard is UNI 3.1, UNI 4.0 planned for 2Q99.

4.2. Circuit Types
4.2.1. Symmetric and asymmetric point to point.
4.2.2. Virtual paths and virtual circuits are supported.

4.3. Classes of Service

4.3.1. CBR: Policing for CBR uses discard
4.3.2. VBRnrt: Allows cell tagging for non-compliant cells
4.3.3. UBR In Development, planned availability 2Q99
4.3.4. SBCS will expect Xxxxxxxx to allow overbooking of UNIs and NNIs
for VBRnrt And UBR service classes Xxxxxxxx allows 2:1
oversubscription on VBRnrt ports. An UBR oversubscription factor
has not yet been established.

All measurements for On-Net Service only and exclude events of Force Majeure
as set forth in this Agreement.

****

5. SWITCHED SERVICE METRICS

Service Assurance - Switched

****

SCHEDULE C

XXXXXXXX NETWORK COLLOCATION SERVICES
SERVICES & TERMS

This Collocation Service Schedule ("Schedule") is made as of this ______day of
___________, 199_, and is subject to that Transport Services Agreement dated
January __, 1999, ("TSA") by and between Xxxxxxxx Communications, Inc. d/b/a
Xxxxxxxx Network, a Delaware corporation ("Xxxxxxxx"), and Southwestern Xxxx
Communications, Inc., a Delaware corporation ("SBCS").

INTRODUCTION. In accordance with the Master Alliance Agreement, SBCS shall have
the right to license collocation space at charges developed on the basis of the
Cost Plus Model. The prices will vary by city and are broken down into a
non-recurring installation fee and a monthly recurring charge. The monthly
recurring charge will include the lease expense, power usage, and maintenance.

1. COLLOCATION SERVICE:

1.1 COLLOCATION SERVICE DESCRIPTION ("COLLOCATION SERVICE").

Xxxxxxxx grants SBCS and its Affiliates a license to occupy, access
and locate within a portion of premises owned, leased, or licensed by
Xxxxxxxx currently or in the future ("Premises") telecommunications
transmission equipment and cabling owned by SBCS ("Equipment") for the
purpose of interconnecting the Equipment with Xxxxxxxx' Network, SBCS'
network and other telecommunications network. The parties shall
mutually-agree upon a Collocation Service Order to be used by SBCS on
behalf of itself, its Affiliates and any permitted Third Parties to
request collocation space. The portion of collocation space ("Space")
allocated is accepted "as-is" by SBCS and its Affiliates and Xxxxxxxx
makes no representation as to the fitness of the space for the SBCS's
or its Affiliates' intended purpose, except as expressly set forth in
Exhibit A. SBCS shall abide by, and ensure that its Affiliates abide
by, the standard specifications as set forth in the Technical
Specifications as attached hereto; and, Xxxxxxxx shall perform the
obligations also listed therein. Any work on a new Premises requires
execution of the Collocation Service Order or Xxxxxxxx' other written
consent.

SBCS agrees that it, or an entity designated by it, shall be the
single point of contact with Xxxxxxxx with respect to any Affiliates'
use of Collocation Service. SBCS, or its designee, shall provide
Xxxxxxxx a list of which Affiliates and which employees or
representatives of those Affiliates are to be permitted access to the
Space, which shall be updated from time to time.

****

2. EFFECTIVE DATE: The Effective Date is defined as the date identified
on the relevant Collocation Service Order as the date of Collocation
Service delivery, or the date upon which Xxxxxxxx delivers Collocation
Service, whichever is later.

80
3. TERM: The Collocation Service Term shall commence upon the Effective
Date and shall continue for the duration specified within the relevant
Collocation Service Order.

4. RATES & CHARGES: SBCS shall pay Xxxxxxxx for the Collocation Services
rendered pursuant to this Schedule at the rates developed pursuant to
the Cost Plus Model, sample of which are set forth in Schedule A of
the TSA.; provided, however, that such rates are not subject to a
Price Cap.

4.1 SERVICE FEE.

The Service Fee is the amount to be invoiced SBCS on a monthly basis
for Collocation Service rendered including, but not limited to, space
and power use.

4.2 INSTALLATION FEE.

The Installation Fee, if applicable, is the amount to be
invoiced SBCS as a one time charge for Collocation Service
consisting of charges associated with the initial installation
of the Collocation Service.

4.3 BUILD-OUT FEE.

Build-Out Fees are those one-time charges applicable to
Collocation Services rendered that are outside the standard
Collocation offering. Build-Out fees are individually quoted
based on the Service Order. Build-out fees are payable in full
within thirty (30) days after SBCS receives the invoice for the
build-out. Build-Out Fees are calculated to SBCS on a Cost Plus
Basis, but are not subject to a Price Cap.

5. COLLOCATION.

5.1 SERVICE DELIVERY: Upon mutual acceptance of a Collocation
Service Order, Xxxxxxxx shall confirm the Effective Date, or
inform SBCS of the estimated date for the delivery of such
Collocation Service. Xxxxxxxx shall use reasonable efforts to
install each Collocation Service on or before the Effective
Date, but the inability of Xxxxxxxx to deliver a facility by
such date shall not be a default under this Schedule.

In the event Xxxxxxxx fails to tender possession of the Space
to SBCS by the Effective Date, SBCS shall not be obligated to
pay the Service Fee or Installation Fee until such time as
Xxxxxxxx tenders possession of the Space to SBCS.

5.2 COLLOCATION REQUIREMENTS: The power, building and security
specifications for Collocate Space shall be as set forth in
Exhibit A.

6. CONTRACT EXPIRATION: Following the expiration of the term or failure
of the parties to enter into any renewal periods, SBCS's license shall
continue in effect on a month-to month basis upon the same terms and
conditions specified within this Schedule and relevant Collocation
Service Order, unless terminated by either SBCS or Xxxxxxxx upon
ninety (90) days' prior written notice.

SBCS's option to renew its license to occupy the Space shall be
contingent on the election by Xxxxxxxx to continue to own, lease, or
license the premises in which the Space is located for the duration of
the renewal period(s), such election to be exercised at the sole
discretion of Xxxxxxxx but subject to the terms of the Alliance
Agreements.

7. EARLY TERMINATION: SBCS may terminate Collocation Service upon 30 days
written notice. Collocation Services will be terminated 30 days from
date of letter and SBCS will be liable for all charges due under the
remaining term of contract should SBCS terminate Collocation Service
prior to contract expiration, provided, however, that Xxxxxxxx shall
make reasonable efforts to mitigate SBCS' liability by actively
seeking to re-license the Space. Termination Liability will be
invoiced in lump sum in the billing period directly following
Collocation Service termination and shall be payable within 30 days of
the invoice date. Xxxxxxxx will rebate to SBCS any sums due SBCS as a
result of its re-licensing the Space.

8. INSURANCE: SBCS will maintain insurance as required in the Alliance
Agreement.

9. CHANGE OF COLLOCATION SERVICES:

9.1 CHANGE OF EFFECTIVE DATE (PRE-INSTALL). SBCS will be assessed
a Change of Effective Date Charge by Xxxxxxxx, which shall
not exceed comparable charges assessed by others in the
market for similar changes of effective dates, for any
changes of Effective Date requested within thirty (30) days
prior to original Effective Date. SBCS will also be charged
on a **** for any charges incurred by Xxxxxxxx from third
party providers as a result of a request by SBCS for a Change
of Effective Date, regardless of date of SBCS notification.

9.2 CHANGE OF COLLOCATION SERVICE ORDER (PRE-EFFECTIVE DATE). All
modifications to the information contained in an executed
Collocation Service Order will be reviewed on an individual
case basis and the Collocation Service Order shall be amended
accordingly upon Xxxxxxxx' acceptance of the Collocation
Service modifications, such acceptance will not be
unreasonably withheld, delayed or conditioned. Any
modifications may permit Xxxxxxxx to likewise amend the rates
and charges to alternate rates and charges based on the
Cost-Plus Model and Effective Date from the original rates
and Effective Date Collocation Service Order to the extent
they result in a change in Xxxxxxxx' costs. SBCS will also
be charged for any charges incurred by Xxxxxxxx from third
party providers as a result of a request by SBCS for a Change
of Collocation Service Order, regardless of date of SBCS
notification.

9.3 CHANGE OF COLLOCATION SERVICE (POST-EFFECTIVE DATE). If SBCS
requests a change to Collocation Services after such
Collocation Services have been installed, the request will be
reviewed by Xxxxxxxx on an individual case basis to determine
whether Xxxxxxxx has the ability to provide such enhanced
Collocation Service. All Change of Collocation Service
requests shall be authorized by Xxxxxxxx via a change
Collocation Service Order. SBCS may incur an additional
Collocation Service and/or Installation Fee(s) for the
amended Collocation Service based on the Cost-Plus Model.
SBCS will be assessed a one time fee for Collocation Service
changes. SBCS will also be charged for any charges incurred
by Xxxxxxxx from third party providers as a result of a
request by SBCS for a Change of Collocation Service,
regardless of date of SBCS notification.

9.4 REAL ESTATE PLANNING PROCESS. The Parties will establish a
real estate planning process pursuant to Section 24 of the
TSA for SBCS' real estate requirements other than those set
forth in the TSA. It is the intention of the Parties that
this process will assure that Xxxxxxxx is made whole for out
of pocket costs if SBCS does not use the facilities within a
reasonable amount of time.

10. IMPROVEMENTS TO SPACE: In the event SBCS desires to make improvements to
the Space which improvements are deemed material and substantial as reasonably
determined by Xxxxxxxx ("Material Improvements"), SBCS shall submit all plans
and specifications for such work to be performed in the Space

to Xxxxxxxx for Xxxxxxxx' prior written approval, which approval shall not be
unreasonably withheld or delayed. No construction for Material Improvements may
commence until the foregoing consent is obtained. SBCS agrees that its use or
construction of the Space shall not interfere with Xxxxxxxx' use of its
Premises or other tenants' use of their premises in the building in which the
Premises are located.

SBCS shall not employ any contractor to perform material improvements
unless previously approved in writing by Xxxxxxxx which approval shall not be
unreasonably withheld, delayed or conditioned (and approved in writing by the
Landlord if required by Xxxxxxxx' lease or license). SBCS shall warrant or
shall obtain a warranty from each contractor and subcontractor participating in
performing material improvements that the work shall be free from all
mechanic's and/or materialman's liens and free from any and all defects in
workmanship and materials for the period of time which customarily applies in
good contracting practice, but in no event for less than one (1) year after the
acceptance of the work by SBCS and Xxxxxxxx. The aforesaid warrantees of each
such contractor and subcontractor and SBCS shall include the obligation to
repair or replace in a thoroughly first-class and workmanlike manner all
defects in workmanship and materials without any additional charge. All the
material improvements shall be contained in the contracts and subcontracts for
performance of SBCS's work and shall be written so that they shall inure to the
benefit of Xxxxxxxx and SBCS as their respective interests may appear. Such
warrantees shall be so written that they can be directly enforced by either
SBCS or Xxxxxxxx, and SBCS shall give to Xxxxxxxx any assignment or other
assurance to effectuate the same.

It shall be SBCS's responsibility to cause each of SBCS's contractors
and subcontractors to maintain continuous protection of the premises adjacent
to the Space in such manner as to prevent any damage to such adjacent property
by reason of the performance of SBCS's work.

All of SBCS's work shall be coordinated with all work being performed
or to be performed by Xxxxxxxx and other tenants of the building in which the
Premises are located. The contractor or subcontractor shall not at any time
damage, injure, interfere with or delay the completion of any other
construction within the building; and they and each of them shall comply with
all procedures and regulations prescribed by Xxxxxxxx and the Landlord of the
Premises for integration of SBCS's work with the work to be performed in
connection with the construction of the building, and all other construction
within the building which comprises or contains the Premises.

All fixtures, alterations, additions, repairs, improvements and/or
appurtenances attached to or built into, on or about the Space prior to or
during the Term of the license relevant thereto, whether by Xxxxxxxx at its
expense or at the expense of SBCS, or by SBCS at its expense or by previous
occupants of the Space, shall be and remain part of the Space and shall not be
removed by SBCS at the end of the Term of the license relevant to the Space.
Upon termination or expiration of the Term relevant to the Space, Xxxxxxxx
shall allow SBCS thirty (30) days after the date of such termination or
expiration, at SBCS's sole cost and expense, to remove all trade fixtures
(including, but not limited to, rectifiers/chargers, batteries, AC power
conditioning equipment, telecommunication switching equipment, channel banks,
etc.) installed by SBCS provided that the Space is restored by SBCS to its
condition before the installation of such items and that all such work
(including restoration) is performed in accordance with the other provisions of
this Schedule. If SBCS shall fail to complete such removal and restoration
within the aforesaid thirty (30) day time period, all such trade fixtures
remaining within the Space or at the Premises may, at Xxxxxxxx' option, become
the sole property of Xxxxxxxx, and Xxxxxxxx may dispose of such trade fixtures
as it deems appropriate. SBCS shall continue to pay the Service Fee specified
in the relevant Collocation Service Order until the earlier of: (i) SBCS's
removal of such trade fixtures and completion of such restoral or (ii)
Xxxxxxxx' taking possession of such trade fixtures as set forth above.

All work affecting the Space shall be in compliance with all laws,
ordinances, rules, regulations, orders and directives of governmental and
quasi-governmental bodies and authorities having jurisdiction over

83
the Premises and the Space from time to time and SBCS shall obtain and keep in
effect all licenses, permits and other authorizations required with respect to
the business conducted by SBCS within the Space.

11. SOLE USE OF SPACE BY SBCS: SBCS acknowledges that it and its Affiliates (as
designated by SBCS) have been granted only a license to occupy the Space and
that it has not been granted any real property interests in the Space and that,
****, neither this Schedule nor any interest created herein shall be assigned,
mortgaged, subleased, encumbered or otherwise transferred, and that, except for
the assignment to a designated Affiliate, neither SBC nor its Affiliates neither
the Space nor any part thereof shall be encumbered in any manner by reason of
any act or omission on the part of SBCS, or used or occupied, or permitted to be
used or occupied, by anyone other than SBCS or its designated Affiliates. Any
attempt to allow the use or occupation of the Space by anyone other than SBCS or
its designated Affiliates, to assign, mortgage, sublease or encumber any rights
under this Schedule by SBCS or its designated Affiliates shall be void, unless
otherwise agreed to in writing by Xxxxxxxx. Such written agreement by Xxxxxxxx
shall not be unreasonably delayed, withheld, or conditioned.

12. EMINENT DOMAIN: In the event of a taking by eminent domain (or a conveyance
by any Landlord of all or any portion of the Premises to an entity having the
power of eminent domain after receipt of actual notice of the threat of such
taking) of all or any portion of the Premises so as to prevent, in Xxxxxxxx'
sole discretion, the utilization by SBCS of the Space in the Premises, relevant
Collocation Service Order(s) shall terminate as of the date of such taking or
conveyance with respect to the Space which is affected by such taking or
conveyance and the Service Fee paid or to be paid by SBCS shall be reduced
accordingly. Except as set forth below, SBCS shall have no claim against
Xxxxxxxx for the value of the unexpired Term of the license affected thereby
(or any portion thereof) or any claim or right to any portion of the amount
that might be awarded to the Landlord of the Premises or Xxxxxxxx as a result
of any such payment for condemnation or damages. Nothing contained in this
Schedule should prohibit SBCS from seeking any relief or remedy against the
condemning authority in the event of an Eminent Domain proceeding or
condemnation which affects the Space. Notwithstanding anything to the contrary
in this paragraph, Xxxxxxxx and SBCS shall, during the Term of the TSA, work
cooperatively to find suitable alternative sites which meet the needs of both
Xxxxxxxx and SBCS and which will, to the extent feasible, permit the
continuation of Service by both parties without material impairment.

13. DAMAGE TO PREMISES: If the building in which the Premises are located is
damaged by fire or other casualty, Xxxxxxxx shall give immediate notice to SBCS
of such damage. If a Landlord or Xxxxxxxx exercises an option to terminate a
particular Lease or License due to damage or destruction of the Premises
subject to such Lease, or if Xxxxxxxx decides not to rebuild such building or
portion thereof in which the Space is located, the Parties shall cooperate with
each other to effect the orderly relocation of the Equipment and SBCS customer
equipment to another collocation site. SBCS shall not be liable for any
Collocation Service or other fees during the period of time any the Space is
not available. If neither the Landlord of the affected Premises nor Xxxxxxxx
exercises the right to terminate, Xxxxxxxx shall repair the particular Space to
substantially the same condition it was in prior to the damage, completing the
same with reasonable speed. In the event that Xxxxxxxx shall fail to complete
the repair within a reasonable time period, SBCS shall thereupon have the
option to terminate relevant Collocation Service Order(s) with respect to the
affected Space, which option shall be the sole remedy available to SBCS against
Xxxxxxxx under this Schedule relating to such failure. If the Space or any
portion thereof shall be rendered untenable by reason of such damage, the
Service Fee for such Space shall proportionately xxxxx, based on the amount of
square footage which is rendered untenable, for the period from the date of
such damage to the date when such damage shall have been repaired for the
portion of the Space rendered untenable.

14. CONDUCT IN SPACE & PREMISES: SBCS shall abide by Xxxxxxxx' and applicable
landlord's rules with regard to conduct in the Premises. Such rules include,
but are not limited to, a prohibition against smoking in the Space or the
Premises by SBCS's employees, agents, representatives, contractors,
subcontractors,

invitees or licensees. Further, SBCS shall maintain the Space in a safe
condition, including but not limited to the preclusion of storing combustible
materials in the Space.

****

IN WITNESS WHEREOF, the parties hereto have executed this Collocation Service
Schedule as of the day and year first above written.

SBC OPERATIONS, INC.: XXXXXXXX COMMUNICATIONS, INC:

---------------------------------------- -----------------------------------------------------
Signature of Authorized Representative Signature of Authorized Representative

---------------------------------------- -----------------------------------------------------
Printed Name Printed Name

---------------------------------------- -----------------------------------------------------
Title Title

EXHIBIT A

TECHNICAL SPECIFICATION FOR COLLOCATION SERVICE

XXXXXXXX NETWORK STANDARDS, DESCRIPTIONS & TASKS

o DC POWER

o Backup electrical power, including batteries and shared use of an
emergency generator to the extent such generator exists and is
maintained to support the Premises.

o DC power adequate for SBCS's consumption equated to power
specified in applicable Collocation Service Order. A low-voltage
and high-voltage battery alarm will be monitored by Xxxxxxxx.

o Nominal 50 +/- 6V DC battery and charger supply with a minimum
four (4) hour reserve will be provided by Xxxxxxxx.

o Redundant chargers of adequate size will be provided by Xxxxxxxx,
so that in the event of a charger failure the full load required
by SBCS' equipment will be available. A charger failure alarm will
be monitored by Xxxxxxxx.

o AC POWER

o A 20-amp four-plex AC receptacle will be available within reach of
the SBCS's Equipment. AC power and outlets for use with test
equipment only and is not provided to operate the Equipment. This
AC power is not provided over an Uninterruptable Power Source
(UPS).

o AC power supply to SBCS equipment is backed by generator where
available. This excludes utility outlets described in the
immediately preceding subsection 2.1.

o Power Generally
o All sites shall be equipped with 24/7 power and utilities services
o Standby generator equipped with remote alarm monitoring
o Eight hours of fuel reserves with delivery of additional fuel
triggered by a generator start, exclusive of routine testing. In
California sites, 16 hours of fuel reserve will be maintained.
o Lead alert will be handled by the NCC except where otherwise required
by law
o Master House Service Panel to be equipped with Auto Start/Auto
Transfer circuitry to automatically start the emergency generator and
transfer the load in the event of a commercial power failure
o All DC power plant alarms wired for remote alarm monitoring
o Power sites equipped with the latest personal safety and hazardous
material spill equipment
o All sites equipped with battery watering equipment
x Xxxxxxxx will provide uninterrupted critical AC power
o Power rooms equipped with storage lockers for spare parts.

86
o ENVIRONMENTALS

o Pre-reaction sprinkler protection, where available. Smoke and fire
alarms monitored by Xxxxxxxx.
o Lighting.
o Ground Xxxx and cable interconnect.
o Grounding conductor will be supplied by Xxxxxxxx between the bus
bar and the SBCS's Equipment.
o Overhead cable ladder
o Interconnect signal and power cabling between Xxxxxxxx and SBCS.
o Concrete floors will be covered with vinyl tile.
o Ambient temperature will be maintained by Xxxxxxxx between
60-90(Degree)F with an objective of 35-65% humidity.
o General and administrative services directly relating to the
provision of the above listed Collocation Services.

o Building

o Dual feed conduits for entrance facilities, with structural
diversity on a go-forward basis (details of which will be agreed
in accordance with Section 24, Processes to be Developed, of this
Agreement).
o Fire alarm (equipped with dry contacts and wired for remote alarm
monitoring)
o Door Alarms monitored by NCC.
o Hi/low temperature alarm (equipped with dry contacts and wired for
remote alarm monitoring)
o Hi/low humidity alarm (equipped with dry contacts and wired for
remote alarm monitoring)
o Emergency (stumble) lighting powered from DC plant
o Air conditioning system equipped with dial up access (Xxxxxx &
Gyr)
o All sites equipped with the appropriate fire rated office
furniture (desks, chairs, bookcases, waste baskets, equipment
lockers, etc.)
o All sites equipped with designated area for trash collection
(exterior)
o All sites equipped with the designated parking areas
o All sites equipped with the proper fire extinguishers
o All sites shall comply with applicable ADA and building/seismic
code requirements
o All below grade floors equipped with sump pumps (equipped with dry
contacts and wired for remote alarm monitoring)
o All sites have loading docks where available
o All sites will have keypad access, and numbers for the Network
Control Center will be provided
o All sites have conduit runs from the main telecommunications
backboard to all other rooms within the building

o Equipment and power rooms protected by a mutually agreed upon fire
suppression system
o All sites shall comply with all hazardous material laws and
disclosure of pre-existing conditions.

o Security: ACM 1600 or equivalent for dial up security.

In-Region Real Estate Requirements

o SBCLD will participate in the geographic and site locations for switch
placement. Site requirements range from **** square feet. SBCLD shall
provide a list of required locations on a quarterly basis. Should a
move be required, at Xxxxxxxx' direction, Xxxxxxxx will pay all costs
incurred to transfer all network and physical assets to the new
location unless otherwise mutually agreed to in writing.

****

o These switches must be ready for testing by the dates and as
described in Section 26.2.1 of the Agreement, and ready for
customer traffic by ****.

Out of Region Real Estate Requirements

****

REAL ESTATE REQUIREMENTS FORECAST: See Section 9.4 of the Collocation
Agreement. Xxxxxxxx shall have one year from the date of notification in
which to have any requested space completed, unless the Parties otherwise
agree.

46
88

EXHIBIT B

TELEHOUSING REQUIREMENTS

****

SBCS STANDARDS, DESCRIPTIONS & TASKS FOR TELEHOUSING

1.0 EQUIPMENT SPECIFICATIONS

1.1 The Equipment should be designed to operate satisfactorily
between 60-90(Degree)F with 35-65% (non-condensing) humidity.
Low 60(Degree) and high 90(Degree) temperature alarms will be
monitored by Xxxxxxxx.

1.2 SBCS will ensure that their equipment and surrounding area do
not pose safety hazards to personnel. This includes exposed
AC electrical hazards, trip and slip hazards, hazardous
material storage deficiencies, improperly secured or
overloaded equipment racks or ladders, inadequate ingress and
egress space. OSHA and local codes will apply.

1.3 SBCS will notify Xxxxxxxx of any significant equipment
additions or deletions (i.e. shelf or rack). Installation and
removals will be coordinated with local Xxxxxxxx management.

2.0 SPACE SPECIFICATIONS

2.1 SBCS will not jeopardize Collocation Service or damage
property of other collocated customers, Xxxxxxxx, or landlord
in any manner.

2.2 SBCS will take precautions to protect Xxxxxxxx' and
landlord's common facility and nearby equipment belonging to
other customers. This includes floor, wall, and
telecommunication equipment protection while moving equipment
and notifying Xxxxxxxx of any major rearrangements of
equipment, drilling, power work, and etc.

2.3 SBCS will follow good housekeeping practices. All trash must
be disposed of daily at SBCS's expense. Any trash or empty
boxes not disposed of by SBCS is subject to removal by
Xxxxxxxx with any associated charges borne by SBCS.

2.4 Nothing may be stored outside of the assigned rack space. A
minimum of 2.5' of aisle space must be maintained at front
and rear of equipment.

2.5 No metal ladders, stools, or chairs may be used.

2.6 Combustible or hazardous material may not be stored in the
area.

2.7 All equipment must be installed within the assigned rack
footprint (i.e. UPS units, spare equipment).

2.8 All cabling will be terminated on DSX panels in the Xxxxxxxx
common area. Fiber will be terminated on an appropriate Fiber
Distribution Panel ("FDP"). Any panels for SBCS end will be
supplied at SBCS's expense.

2.9 SBCS is responsible for the termination of the A & B DC power
and signal cabling in its Equipment.

2.10 Maximum DC power provided to SBCS as A & B power shall be
rated for the rating of a single feed. SBCS is liable for an
outage caused by the DC power exceeding the single feed
rating. SBCS will be responsible for payment of consumed
power exceeding the single feed rating specified in the
Collocation Service Order.

2.11 SBCS will follow normal telecommunications industry standards
with regards to equipment installation and removal in a
central office environment. Xxxxxxxx standards are to be
followed for connection of cables that interface with
Xxxxxxxx. All installations are subject to approval by
Xxxxxxxx.

2.12 Permanent use of extension cords is not allowed.

2.13 SBCS will not jeopardize Xxxxxxxx' ability to conduct
business in any manner.

2.14 All local, state, and federal laws will be obeyed. Local
requirements for union labor, especially for AC electrical
work, will be observed. Building management guidelines will
be followed.

2.15 SBCS will follow Xxxxxxxx sign-in procedures at all times.
Subject to the requirements of this Schedule, SBCS shall have
access to their equipment 24 hours a day, 365 days a year.
SBCS must coordinate their first visit to a particular
Xxxxxxxx' site with Xxxxxxxx' operations department, giving
at least five (5) days notice of such visit. For all
subsequent entries, SBCS will follow the procedure outlined
below:

2.15.1 At locations where SBCS's equipment is located in
caged space which is separate from Xxxxxxxx' equipment,
before entry SBCS will notify Xxxxxxxx' Network Control
Center at (000) 000-0000 and follow Xxxxxxxx' sign-in
procedures.

2.15.2 At locations where SBCS's equipment is not located in
caged space which is separate from Xxxxxxxx' equipment, SBCS
must be escorted by a Xxxxxxxx technician. SBCS may gain such
escort by notifying Xxxxxxxx' Network Control Center at (800)
582-9069 at least forty-eight hours prior to SBCS's desired
entry. In the case of an emergency, SBCS shall give as much
notice as is reasonably possible by contacting Xxxxxxxx'
Network Control Center at the number listed above. Xxxxxxxx'
Network Control Center shall work with SBCS to allow SBCS to
gain access as soon as reasonably possible.

2.16 If Xxxxxxxx notifies SBCS in writing of a violation of the
above rules, or any other unsafe or unacceptable situation or
practice, the SBCS must correct the problem within seven days
or provide a written plan for correction to Xxxxxxxx'
satisfaction and proposed completion date. Xxxxxxxx may agree
to additional time. If the problem is not resolved in seven
days or within the agreed upon time frame, which ever is
longer, Xxxxxxxx will have the option of either (i)
correcting the problem at SBCS's expense, or (ii) terminating
the contract and disconnecting power and signal connections
from the SBCS's equipment.

3.0 EXTREME SAFETY CONDITIONS. Extreme safety violations are subject to
immediate correction by Xxxxxxxx without prior notice to SBCS. Corrections made
by Xxxxxxxx are at the SBCS's expense and will be billed to the SBCS on a time
and material basis.

93
SCHEDULE D

****

SCHEDULE E

OPERATIONS SCHEDULE

1. ****

2. SBCS and Xxxxxxxx will jointly participate in the selection and
acquisition of a fraud management vendor.

3. Xxxxxxxx will provide fraud management through the Network Operating
Center(s) for the switching network on behalf of SBCS and SBCS will
provide fraud management through its platform(s) on behalf of Xxxxxxxx.
****

4. Xxxxxxxx will provide to SBCS its network engineering parameters and
guidelines which are developed in connection with growth planning for the
Xxxxxxxx Network.

5. It is William's objective to keep the network competitive by employing
equipment, current technology, and other services as necessary to maintain
an efficient cost structure, and superior customer service.

6. ****

SCHEDULE F

EARLY ENTRY SUPPORT SCHEDULE

****
97

****
98

****

SCHEDULE G

SCHEDULE OF TESTING REQUIREMENTS

1.1. SBCS requires Xxxxxxxx to operate with the following testing principles:
1.1.1. Functionality will be defined and built in components. It takes
multiple components to accomplish a business function.
1.1.2. Component testing will be conducted as early as possible.
1.1.3. Strings of component will be tested as early as possible.

1.1.4. Prior to launch, all functionality will be tested in the same
manner as it will operate at launch.

1.2. Testing will be conducted for all components, including:
1.2.1. Business systems
1.2.2. Operational Support Systems
1.2.3. Manual processes

1.3. ****

1.4. Pre-launch testing will be conducted in as "live-like" a manner as can be
practically supported. This includes the following:
1.4.1. All physical systems interfaces have been installed and tested.
1.4.2. All logical interfaces have been tested through up and down stream
processes.
1.4.3. All component testing has been completed.
1.4.4. All string testing of components has been completed in as large a
string as is practical to accomplish

1.5. Xxxxxxxx and SBCS will cooperate to establish a simulated training
environment for these systems to be maintained separately from any system
carrying live customer traffic.

100

SCHEDULE H

SCHEDULE OF OUT-OF-REGION SERVICES

****

101

****

102

****

103

SCHEDULE I
CUSTOMER NETWORK MANAGEMENT FOR ON-NET PRIVATE LINE AND DATA SERVICES,
DESCRIPTION AND SPECIFICATIONS

1.1. SBCS CNMS Capabilities
1.1.1. Xxxxxxxx will provide a web-based Customer Network Management
System to allow SBCS to access CNM data specific to SBCS and
monitor Private Line, Frame Relay, and ATM circuits in the
SBCS network.
1.1.2. The web-based CNMS will be made available to SBCS ****.
1.1.3. Voice features will be developed for later releases of the
CNMS:
1.1.3.1. Bulk order entry will be made available ****.
1.1.3.2. Bulk CDR information will be provided ****.
1.1.3.3. Remaining Voice features will be developed for ****, or
earlier, if possible.
1.1.4. For specific CNMS development, functionality, and
applications for the SBCS end-customer refer to Schedule D:
Schedule of OSS Interoperability, Item 1.7.
1.1.5. Xxxxxxxx recognizes that SBCS plans to provide Xxxxxxxx CNM
data to their end customer. Xxxxxxxx is not currently
developing any CNM application designed for the SBCS
customer. Xxxxxxxx will work with SBCS to develop tools for
SBCS to take Xxxxxxxx data and be able to format it for the
SBCS customer to have access to CNM data (TBD)
1.2. Service Description: Xxxxxxxx CNMS Features Available **** (Unless
otherwise specified) and for all data products including Frame Relay,
Private Line and ATM (Unless otherwise specified)
1.2.1. General Xxxxxxxx CNMS Features Available ****: The following
features will be available to all current and future Xxxxxxxx
products and Xxxxxxxx CNMS applications:

FEATURES CUSTOMER BENEFIT

Homepage ****

Customer Contact & ****
Account Information

Web Site Security ****
Reference 1.2.1.3

Network Access & ****
Customer Administration

On-Line Help ****

Application Environment ****

1.2.1.1. Xxxxxxxx CNMS Homepage:
Xxxxxxxx customers will be greeted by a modern, well designed, highly
appealing, web site with standard navigation tools and web logic. The
home page provides the gateway for CNMS users to log-in to the system,
hyper-links to other Xxxxxxxx

104

Internet resources such as the Xxxxxxxx Network web site, Customer
Care's Customer Handbook, etc., and access the CNMS next generation
network management features.

Xxxxxxxx CNMS provides for additional information, stored in external
information sources, to be provided to the customer. Information
specific to customers can be communicated directly to the web page
that highlights CNMS changes, new features or updates, and important
Xxxxxxxx Network announcements such as new pricing, new products, or
special offers. This feature allows personalized text messages to be
created by Customer Care to be displayed to Xxxxxxxx CNMS customers.

1.2.1.2. Customer Information:
Xxxxxxxx CNMS provides vital information the customer needs to conduct
business with Xxxxxxxx. The customer has ability to identify, locate
and contact vital Customer Care, Network Operations, and Billing
resources and information. CNMS users will be able to access the
Customer Care phone number and the NCC National 1-800#.

1.2.1.3. SECURITY MANAGEMENT

1.2.1.3.1. The Xxxxxxxx CNMS will be highly secure both from the
Internet and within the system databases beginning ****.

1.2.1.3.2. All user information will be partitioned by company or
user group. Individual users will only be able to access
information that the Xxxxxxxx CNMS Administrator and/or
the SBCS CNMS Administrator have determined to be eligible
for access.

1.2.1.3.3. There will be no limit on the number of SBCS logins at the
same time nor will there be any limit on the number of
SBCS users the administrator can create.

1.2.1.3.4. Specifically:

The user is reminded at login of the high level of
security Xxxxxxxx CNMS provides for customer data across
the Internet, within the CNMS application, and on the user
level.

The customer's information is secure from and across the
Internet. CNMS utilizes encrypted communications --
specifically 40 bit SSL (Secure Socket Layer) encryption.
Additionally the CNMS servers are designed for secure
Internet operation and protected by multiple firewalls
with extremely tight rule sets for access. CNMS creates
user passwords to insure against hacker attacks.

The customer's network information is secure from other
CNMS users. Information is customer partitioned on
multiple user levels. Xxxxxxxx CNMS provides a secure
environment for customers requiring users to enter a valid
username and password to gain access to system features
for which they are authorized (see following User
Administration section).

60
105

1.2.1.4. User Administration:

Xxxxxxxx CNMS will utilize a custom security application
which will allow for access levels and users to be set on
the Xxxxxxxx Administrator Level, the Customer User
Administrator level and the individual user level.

The Xxxxxxxx Administrator will be able to setup new
customers and support the Customer User Administrators.
Multiple organizational hierarchies can be set-up for CNMS
to meet individual customers internal business situations
and realities.

o Customer administrators, and/or Xxxxxxxx
Administrators, can establish user "groups" and define
the security privileges available to those groups
within their organizational hierarchy. Users can be
added and assigned to defined security "groups" within
their organizational hierarchy.
o CNMS requires users to enter a valid username and
password to gain access to system features for which
they are authorized.
o Privileges within each group designation can be set
down to the feature (function) level within the
application. Read, insert, delete privileges are
established for certain functions through a user group
designation.

The reliance on Customer User Administrators will allow
Xxxxxxxx to keep administrative tasks and cost at a
minimum while providing a comprehensive product feature
set. The custom administrative application will allow
Xxxxxxxx CNMS to remain flexible with the addition of new
features, user requirements and user levels.

1.2.1.5. Online Help

Xxxxxxxx CNMS provides on line help information about how
to use the system. This will allow CNMS to eliminate
hard-copy user manuals and update distributions.

Help information will be available from any screen for
either the current screen, or for any other system
function via a table of contents.

1.2.1.6. Application Environment:

Xxxxxxxx will maintain a production environment and
support infrastructure for CNMS that will reasonably
guarantee system availability, data assurance, and system
support.

o Systems: The Xxxxxxxx CNMS servers and all network
pieces providing connectivity to them, will be geared
to provide a 24X7 level of service ****. Xxxxxxxx CNMS
will be connected to the Internet via redundant 5Mbit
connections. Servers will be clustered, redundant, and
load balanced, initially, however, no off-site
fail-over will be implemented. o Data Assurance: The
Xxxxxxxx user administrator will perform pre-release
and periodic in-service audits of customer & circuit
information to ensure data accuracy. o Help: Xxxxxxxx
maintains application support and user help in concert
with customer care.

106

1.2.2. Xxxxxxxx CNMS Data Products Features Available ****
(Unless otherwise specified) A variety of customer network
management tools are provided by Xxxxxxxx CNMS to support
Network products. CNMS will constantly be enhanced and
will grow to meet current and future needs of the Xxxxxxxx
customer. The current (****)Xxxxxxxx CNMS features to
support Xxxxxxxx data products include:

FEATURES CUSTOMER BENEFIT
Network Monitoring ****
(Views & Alarms)

(re: 7.1.4 Fault
Management)

Action Tickets ****
(re: 7.1.4 Fault
Management)

Service Order Entry ****
(re: 7.1.1
Configuration
Management)

Customer Billing & ****
Account Review

Service Level ****
Statistics

(re: 7.1.2
Performance
Management)

Flex-CIRsm Interface ****
(Frame Relay)
(2Q/99)

Published API's ****

1.2.2.1. NETWORK MONITORING (VIEWS & ALARMS) FAULT MANAGEMENT

1.2.2.1.1. Xxxxxxxx will provide fault management in "near-real-time"
beginning ****.
1.2.2.1.2. Near Real Time: It is Xxxxxxxx intention to provide fault
information that is as "real-time" as possible to SBCS.
The Xxxxxxxx network fault information provided to SBCS
must be customer correlated and transmitted by Xxxxxxxx.
Xxxxxxxx will provide SBCS On-Net fault information ****.
Fault management will include a map view of circuits and
their status, alarm notifications by customer circuit, and
the ability to enter and monitor network trouble tickets
and their resolution.

1.2.2.1.3. Xxxxxxxx will provide all traffic alarms that are related
to SBCS circuits.

107

1.2.2.1.4. Specifically:

CNMS provides a partitioned view into the Xxxxxxxx network
displaying a logical map of the customer's network, alarm
views by circuit, and views of specific alarms affecting
the customer's circuits.

The raw alarm and circuit information from Xxxxxxxx
internal Network Management infrastructure (OSI/NetExpert)
is correlated to the appropriate customer and provided via
CNMS to those customers.

Note: Xxxxxxxx CNMS will display alarms for all circuits
for which appropriate alarm information can be retrieved
from the OSI system. That means the Network elements must
be "visible" to OSI/NetExpert. Certain "off-net" circuits
will not receive alarms, but will be displayed as they are
defined in the Circuit Inventory (Metasolve/TBS).

CNMS will display network alarms for a given customer
organization in four distinct views:

108

[U.S. MAP]

o A Map View, which plots all logical customer circuits with
TWC ID's and corresponding endpoints on a map of the USA,
in a various array of alarm states designated by color or
form. These alarms will be filtered to only indicate
service affecting alarms (see "Note").

o A Circuit View, which lists all logical customer circuits
with TWC ID's in a grid control and designates various
alarm states by color or form. This view will allow
sorting by each field. These alarms will be filtered to
only indicate service affecting alarms (see "Note").

109

o An Alarm View, which drills down into a TWC circuit ID to
display details about the specific service in alarm. These
alarms will be filtered to only include service affecting
alarms (see "Note").

o A Circuit Detail Window (not available until ****), that
can be opened by "double-clicking" on the appropriate
circuit path on the map view. The Circuit detail window
will Identify the circuit or circuits represented on the
circuit path and will list them by number and alarm
severity. An additional "double-click will bring up the
Circuit View sorted by the identified circuit and allows
the customer to drill down to the Alarm View.

Note: "Service affecting" will be defined based on the
severity index attached to the alarm. The appropriate index
will be identified by Technical Development. This detail is
not yet available.

1.2.2.2. Action Tickets

Xxxxxxxx customers are able to monitor and create Action
Tickets (Trouble Tickets) for their Customer Care, Billing,
and Operations issues. This feature gives customers direct
access into the Xxxxxxxx Action Ticket System (Remedy) used
by Operations and Customer Care to resolve network and
customer issues. Customer can monitor the status, activities,
and projected resolution of their network issue.

Xxxxxxxx CNMS will interface with the Remedy system to allow
Customers to perform the following functions on-line:

o Create Action Tickets about their circuits or
administrative issues
o Add Log information about open action tickets on their
circuits or administrative issues.
o Review Open Action Tickets about their circuits or
administrative issues.
o Review Closed Action tickets about their circuits or
administrative issues.
o Void Action Tickets still in an unopened state about their
circuits or administrative issues.

When a customer "opens" an Action Ticket, Xxxxxxxx CNMS will
update a field in the Remedy system with the CNMS users name
for tracking purposes.

1.2.2.3. SERVICE ORDER ENTRY/CONFIGURATION MANAGEMENT

1.2.2.3.1. Upon **** release Xxxxxxxx CNMS will enable SBCS to enter
and change service orders (i.e. New & Add) Private Line,
Frame Relay, and ATM orders.

1.2.2.3.2. SBCS will be able to monitor the order status.

1.2.2.3.3. Change Orders and Voice features (TBD) will be available
****

1.2.2.3.4. Specifically:

Using the web interface, or the customers own proprietary
order entry interface via an CNMS API, the customer is able
to enter orders for network products and services directly
into the Xxxxxxxx systems (See

110

"Note"). The customer can monitor a log of current orders
and filled orders (archive requirements defined by
system).

Xxxxxxxx CNMS will interface with the Intertech order
entry system to allow authorized customers to place new
orders for data and services online products (orders for
Private Line, Frame Relay, IP, and ATM). These orders will
be held in an Intertech pending table so a Customer Care
Representative can release them, upon validation.

Xxxxxxxx CNMS will update a field in the order entry
system with the CNMS users name for tracking purposes.

CNMS will include an API/interface for customers to submit
batch orders to Xxxxxxx via Xxxxxxxx CNMS.

Xxxxxxxx CNMS will allow authorized customers to review
active & completed service orders in Intertech (only the
current Intertech provisioning status will be visible).

By populating the Intertech order entry system directly,
CNMS will save Customer Care valuable order entry time.

1.2.2.4. Billing

Xxxxxxxx CNMS allows customers to view and print formatted
summary invoice information from their company's most recent
invoice. The customer can download full detail Invoice
information in ASCII format to their local PC over the web
through CNMS.

Xxxxxxxx Network Billing will review and approve invoice
formats displayed through Xxxxxxxx CNMS.

1.2.2.5. SERVICE LEVEL STATISTICS/PERFORMANCE MANAGEMENT

Customers can access a collection of network statistics to
allow verification and monitoring of Product Specific Service
Level Agreements and evaluate network usage and performance.

1.2.2.5.1. The CNMS will allow SBCS to view the actual network
performance data for data products.

1.2.2.5.2. Some limited performance information is available with the
**** release of the CNMS:

----------------------------------------------------------------------------------------------------------------------------
SERVICE STATISTIC OR SLA MEASUREMENT PERIOD
----------------------------------------------------------------------------------------------------------------------------

ATM Throughput Sum of cells in and out ****
----------------------------------------------------------------------------------------------------------------------------
Frame Relay Transfer Delay by PVC Edge to edge ****
----------------------------------------------------------------------------------------------------------------------------
Frame Delivery Ratio by Within CIR, above CIR and
PVC overall delivery ****
----------------------------------------------------------------------------------------------------------------------------
Data delivery ratio by Within CIR, above CIR and
PVC overall delivery ****
----------------------------------------------------------------------------------------------------------------------------

111

1.2.2.5.3. Additional performance data (as specified in Schedule B:
Xxxxxxxx Network Technical Specifications) will be
available via the CNMS by ****.

1.2.2.5.4. CNMS will be able to provide a limited historical view of
performance information via a data accumulator application
for the **** release (see above).

1.2.2.5.5. By **** the internal Xxxxxxxx SLATE (Service Level
Agreement Technical Environment) project will provide
enhanced performance statistics and expanded archiving.
Storage of historical data by Xxxxxxxx will not exceed
three years.

1.2.2.5.6. Specifically Customers can access a collection of network
statistics to allow verification and monitoring of Product
Specific Service Level Agreements and evaluate network
usage and performance.

1.2.2.5.7. ****

1.2.2.6. Flex-CIR Interface

CNMS will provide (****) a Flex-CIR interface
to allow Xxxxxxxx Frame Relay Flex-CIRsm customers to manage and
make changes to their flexible Committed Information Rate (CIR)
on a time-of-day and day-of-week basis.

1.2.2.7. Published API's

Xxxxxxxx will expose a complete, easy to use, set of application
program interfaces (API's) from the CNMS API Server which will
allow a customer's application to retrieve the same partitioned
information as is provided through the CNMS GUI. There will be
API's for each of the functions provided by CNMS.

An API gives the customer system interface information that
allows them to utilize the Xxxxxxxx CNMS client application or
their own existing customer applications to exchange information
with Xxxxxxxx.

1.2.2.7.1. The following is a schedule of API Development and
Availability:

API'S AVAILABILITY

Security/Login ****
Network Monitoring (Views & Alarms) ****
Action Tickets ****
Service Order Entry ****
Customer Billing & Account Review ****
Service Level Statistics ****
User Administration ****

67
112

As additional CNMS features and capabilities are
developed, API's will be written and provided to SBCS.

1.2.2.7.2. The Xxxxxxxx CNMS is built on a distributed "Middle Tier
system architecture to allow customer's existing
applications and/or systems to interact with the same data
interface used by the CNMS application. Clustered
transaction servers act as component based API engines.
CNMS API's can be used to integrate Xxxxxxxx network OSS
data into SBCS's new or existing applications or systems.
The CNMS interface supports a wide variety of client
technologies including Visual Basic, C++, Java,
Powerbuilder, etc., or any SQL compliant language (SQL
function calls).

1.2.3. CNMS Costs to SBCS

1.2.3.1. Current and planned Xxxxxxxx CNMS services, per this
agreement, will be provided to SBCS without charge.
1.2.3.2. At the request of SBCS certain modifications of the CNMS
or custom development may be initiated. For CNMS
development efforts conducted or additional services
provided by Xxxxxxxx specifically on behalf of SBCS,
SBCS will be charged ****.
1.2.3.3. For additional information related to the development of
system interfaces see Schedule D: Schedule of OSS
Interoperability, Section 1.8.1.

113
SCHEDULE J

Xxxxxxxx On-Net City List
****

SCHEDULE J--PART 2

EXTENDED ON-NET (INTERMEDIA) FRAME RELAY SWITCH LIST

1. PRICING: ****
2. AVAILABLE SERVICES: CURRENTLY INCLUDES ONLY BASIC FRAME SERVICES -(I.E.
PORT SPEEDS = 64K - 1.536M, PVC SPEEDS = 4K - 1.024M [SIMPLEX & DUPLEX])
3. NETWORK AVAILABILITY: Currently includes cities listed below, but will
expand as Intermedia grows its own Frame Relay network

CITY NPA-NXX CITY NPA-NXX
---- ------- ---- -------

Albany, NY 518-474 Daytona Beach, 000-000
Xxxxxxx, XX 000-000 XX
Xxxxxx, XX 518-437 Dayton, OH 513-222
Albany, NY 518-437 Florence, SC 803-317
Glenmont, NY 518-432 Ft. Lauderdale, FL 954-523
Atlanta, GA 404-688 Ft. Lauderdale, FL 954-269
Atlanta, GA 404-688 Ft. Xxxxx, FL 941-337
Xxxxxxx, XX 000-000 Xxxxxxxxxxxx, XX 910-306
Xxxxxxx, XX 000-000 Xxxxxxxxxx, XX 919-321
Xxxxxxx, XX 000-000 Xxxxxxxxxx, XX 864-242
Xxxxxxx, XX 000-000 Xxxxxxxxxx, XX 864-235
Austin, TX 512-795 Gainesville, FL 352-377
Baltimore, MD 410-331 Huntsville, AL 205-220
Buffalo, NY 716-849 Harrisburg, PA 717-214
Buffalo, NY 716-849 Houston, TX 713-229
Binghamton, NY 607-772 Houston, TX 713-227
Birmingham, AL 205-802 Xxxxxxx, XX 000-000
Xxxxxx, XX 617-536 Xxxxxxxx, XX 000-000
Xxxxxx, XX 617-536 Indianapolis, IN 317-638
Baton Rouge, LA 504-387 Jackson, MS 601-961
Chicago, IL 312-265 Jacksonville, FL 904-634
Chicago, IL 312-467 Jacksonville, FL 904-634
Chicago, IL 312-565 Xxxxxx Xxxx, XX 000-000
Xxxxxxxxx, XX 704-358 Knoxville, TN 423-291
Charlotte, NC 704-342 Knoxville, TN 000-000
Xxxxxxxxx, XX 000-000 Xxxxxx Xxxx, XX 816-283
Chattanooga, TN 423-634 Los Angeles, CA 213-627
Charleston, SC 803-720 Xxx Xxxxxxx, XX 000-000
Xxxxxxxxx, XX 216-265 Louisville, KY 502-587
Columbia, SC 000-000 Xxxxxx Xxxx, XX 501-376
Columbia, SC 803-733 Xxxxx, XX 000-000
Xxxxxxxx, XX 614-221 Miami, FL 305-350
Cincinnati, OH 513-721 Miami, FL 305-594
Columbus, GA 706-321 Xxxxx, XX 000-000
Xxxxxx, XX 214-464 Memphis, TN 901-522
Dallas, TX 214-969 Montgomery, AL 334-269
Detroit, MI 313-222 Nashville, TN 615-555

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114

CITY NPA-NXX CITY NPA-NXX
---- ------- ---- -------

New Orleans, LA 504-528 Syracuse, NY 315-471
New York City, 212-349 Syracuse, NY 315-471
NY Tampa, FL 813-225
New York City, 212-349 Tampa, FL 813-225
NY Tampa, FL 813-664
New York City, 212-349 Tampa, FL 813-664
NY Toledo, OH 419-726
Xxxxx, XX 000-000 Xxxxxxxxxxx, XX 904-681
Orlando, FL 407-648 Tallahassee, FL 904-681
Orlando, FL 407-648 Tulsa, OK 918-587
Xxxxxxx, XX 000-000 Xxxxxx, XX 703-506
Philadelphia, PA 215-568 Washington DC, 202-789
Philadelphia, PA 215-568 MD
Pittsburgh, PA 412-471 Washington DC, 202-775
Poughkeepsie, NY 914-485 MD
Xxxxxx Xxxx, XX 000-000 Xxxxxxxxxx XX, 202-775
Pensacola, FL 904-430 MD
Providence, RI 401-331 Xxxxxxxxxx, XX 000-000
Xxxxxxxx, XX 804-844 Winston-Salem, 910-730
Raleigh, NC 919-850 NC
Raleigh, NC 919-850 Xxxx Xxxx Xxxxx, 000-000
Xxxxxxxxx, XX 716-454 FL
Shreveport, LA 000-000 Xxxx Xxxx Xxxxx, 000-000
Xxx Xxxxxxxxx, XX 000-000 XX
Xx. Xxxxx, XX 000-000
Xx. Xxxxx, XX 314-429
Savannah, GA 912-234

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115
Schedule J - Part 3
Service Availability by City and Date

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116
Schedule J - Part 4
Service Availability by Quarter

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117
Schedule J - Part 5
Existing Switches

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118
SCHEDULE K (i) --

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Cost Centers and Account Classification

Schedule K(i)
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Depreciable Lives

Schedule K(ii)(a)

Dark Fiber Depreciation Guidelines

****

Schedule K(ii)(b)

Capitalization Policy

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Schedule K(iii)

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Schedule K(iv)

Intentionally left blank.

Schedule K(v)

Intentionally left blank.

Comprehensive Cost Model Example

Schedule K(vi)

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SCHEDULE L - TRANSITION

****

SCHEDULE L - ATTACHMENT A

PRINCIPLES GOVERNING IRU ACQUISITION

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119
SCHEDULE M

XXXXXXXX INTRASTATE AUTHORIZATIONS

As of January 31, 1999, Xxxxxxxx has authority to provide intrastate interLATA
switched services in the following states (subject to approval of any required
tariffs);

Alabama
Florida
Georgia
Iowa
Kansas
Maryland
Minnesota
Missouri
Mississippi
Montana
New York
South Carolina
Texas
Virginia
120
SCHEDULE N

Xxxxxxxx/SBC
Access Agreement (B & D)

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121
Exhibit A

Xxxxxxxx Unbundled Pricing Proposal for
SBC Long Distance

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122
EXHIBIT B

Examples of Direct End Office Trunking (DEOT) Mou Cap

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123
EXHIBIT C

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124
EXHIBIT D

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[FLOW CHART]

125
EXHIBIT E

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Table of Contents

EXHIBIT 10.11 TRANSPORT SERVICES AGREEMENT AGREEMENT NO. _______________ This Transport Services Agreement (this "Agreement") is made as of the Effective Date, by and between Williams Communications, Inc. d/b/a Williams Network, a Delaware corporation...

Document Metadata