Attachment 2 –Network Elements and Other Services

Page 1 of 48

SouthEast

07/25/08

ATTACHMENT 2

NETWORK ELEMENTS AND OTHER SERVICES

TABLE OF CONTENTS

1.	Introduction	2
2.	Unbundled Loops	7
3	Line Splitting	29
4.	Remote Site Line Splitting	30
5.	Unbundled Network Element Combinations	31
6.	Dedicated Transport, Channelization and Dark Fiber	35
7	Reserved	44
8	Reserved	45
9.	Reserved	45
10.	Reserved	45
11.	Reserved	45
12.	Basic 911 and E911	45
13.	Local Voice Platform	48

Exhibit 1 – Rates

Attachment 2 –Network Elements and Other Services

Page 2 of 48

SouthEast

07/25/08

ACCESS TO NETWORK ELEMENTS AND OTHER SERVICES

1.	Introduction

1.1

This Attachment sets forth the unbundled network elements and combinations of unbundled network elements that BellSouth agrees to offer to SouthEast in accordance with its obligations under Section 251(c)(3) of the Act. Additionally, this Attachment sets forth the rates, terms and conditions for other unbundled network elements and services BellSouth makes available to SouthEast (Other Services). The specific terms and conditions that apply to the unbundled network elements are described below in this Attachment 2. The price for each unbundled network element and combination of unbundled Network Elements are set forth in Exhibit 1 of this Agreement.

1.2

For purposes of this Agreement, “Network Element” is defined to mean a facility or equipment provided by AT&T on an unbundled basis as is used by the CLEC in the provision of a telecommunications service. These unbundled network elements are consistent with the requirements of the FCC 51.319 rule. For purposes of this Agreement, combinations of Network Elements shall be referred to as “Combinations.”

1.2.1

Except as otherwise required by law, AT&T shall not impose limitation restrictions or requirements or request for the use of the network elements or combinations that would impair the ability of SouthEast to offer telecommunications service in the manner SouthEast intends.

1.2.2

Except upon request by SouthEast, AT&T shall not separate requested network elements or services that AT&T currently combines or commingles.

1.2.2.1

Unless otherwise ordered by an appropriate state or federal regulatory agency, currently combined Network Elements are defined as elements that are already combined within AT&T's network to a given location.

1.3

AT&T shall, upon request of SouthEast, and to the extent technically feasible, provide to SouthEast access to its network elements for the provision of SouthEast’s telecommunications service. If no rate is identified in the contract, the rate for the specific service or function will be as set forth in the applicable AT&T tariff or as negotiated by the Parties upon request by either Party.

1.4

SouthEast may purchase network elements and other services from AT&T for the purpose of combining such network elements in any manner SouthEast chooses to provide telecommunication services to its intended users, including recreating existing AT&T services. With the exception of the sub-loop elements located outside of the central office, AT&T shall deliver the network elements purchased by SouthEast for combining to the designated SouthEast collocation space. The network elements shall be provided as set forth in this Attachment.

Attachment 2 –Network Elements and Other Services

Page 3 of 48

SouthEast

07/25/08

1.4.1

Commingling of Services

1.4.1.1

Upon request, AT&T shall provide to SouthEast commingled unbundled network elements with one or more facilities or services that SouthEast obtains from AT&T, including network elements and wholesale services provided pursuant to the obligations set forth in Section 271 of the Act as well as tariffed and non-tariffed special access and private line services. Upon request from SouthEast, AT&T shall perform the functions necessary to commingle an unbundled network element or combination of elements with one or more facilities or services provided by AT&T.

1.4.1.2

Commingling means the connecting, attaching, or otherwise linking of a Network Element, or a Combination, to one or more Telecommunication Services or facilities that SouthEast has obtained at wholesale from AT&T, or the combining of a Network Element or Combination with one or more such wholesale Telecommunication Services or facilities, including those services or facilities available pursuant to Section 271 of the Act. SouthEast must comply with all rates, terms or conditions applicable to such wholesale Telecommunication Services or facilities.

1.4.1.3

Upon request, AT&T shall provide to SouthEast one or more UNEs or UNE combinations commingled with any facility or service that SouthEast obtains at wholesale pursuant to any method other than unbundling under Sections 251(c)(3) or 252 of the Act, including local switching and other elements purchased pursuant to Section 271 of the Act.

1.4.1.4

Unless otherwise agreed to by the Parties, the Network Element portion of a commingled circuit will be billed at the rates set forth in Exhibit 1 of Attachment 2 and the remainder of the circuit or service will be billed in accordance with AT&T’s tariffed rates or rates set forth in a separate agreement between the Parties.

1.4.1.5

When multiplexing equipment is attached to a commingled arrangement, the multiplexing equipment will be billed from the same agreement or the tariff as the higher bandwidth circuit. Central Office Channel Interfaces (COCI) will be billed from the same agreement or tariff as the lower bandwidth circuit.

1.4.2

Subject to the limitations set forth elsewhere in this Attachment AT&T shall not deny SouthEast access to an unbundled network element or combination of elements on the grounds that one or more of the elements:

1.4.2.1

Is connected to, attached to, linked to, or combined with a facility or service obtained from AT&T; or

1.4.2.2

Shares part of AT&T's network with access services or inputs for mobile wireless services and/or interexchange services.

1.4.3

SouthEast shall not obtain a Network Element for the exclusive provision of mobile wireless services or interexchange services.

Attachment 2 –Network Elements and Other Services

Page 4 of 48

SouthEast

07/25/08

1.4.3.1

Facilities that do not terminate at a demarcation point at an End User premises, including, by way of example, but not limited to, facilities that terminate to another carrier’s switch or premises, a cell site, Mobile Switching Center or base station, do not constitute local Loops under Section 251, except to the extent that SouthEast may require Loops to such locations for the purpose of providing telecommunications services to its personnel at those locations.

1.4.4

Conversion of Wholesale Services to Network Elements or Network Elements to Wholesale Services

1.4.4.1

Upon request, AT&T shall convert a wholesale service, or group of wholesale services, to the equivalent Network Element or Combination that is available to SouthEast pursuant to this Agreement, or convert a Network Element or Combination that is available to SouthEast under this Agreement to an equivalent wholesale service or group of wholesale services offered by AT&T (collectively “Conversion”). AT&T shall charge the applicable nonrecurring switch-as-is rates for Conversions to specific Network Elements or Combinations found in Exhibit 1 of Attachment 2. AT&T shall also charge the same nonrecurring switch-as-is rates when converting from Network Elements or Combinations. Any rate change resulting from the Conversion will be effective as of the next billing cycle following AT&T’s receipt of a complete and accurate Conversion request from SouthEast. A Conversion shall be considered termination for purposes of any volume and/or term commitments and/or grandfathered status between SouthEast and AT&T. Any change from a wholesale service/group of wholesale services to a Network Element/Combination, or from a Network Element/Combination to a wholesale service/group of wholesale services that requires a physical rearrangement will not be considered to be a Conversion for purposes of this Agreement. AT&T will not require physical rearrangements if the Conversion can be completed through record changes only. Orders for Conversions will be handled in accordance with the guidelines set forth in the Ordering Guidelines and Processes and CLEC Information Packages.

1.4.4.2

Any outstanding conversions shall be effective on or after the effective date of this Agreement.

1.5	AT&T shall comply with the requirements as set forth in the technical references within Attachment 2 to the extent that they are consistent with the greater of AT&T’s actual performance or applicable industry standards.

1.6	Procedures for Additional Designations of “Non-Impaired” Wire Centers.

1.6.1

If AT&T seeks to designate additional wire centers as “non-impaired” for purposes of the FCC’s Triennial Review Remand Order (TRRO), AT&T shall file with the Commission a proposed list of any new “non-impaired” wire centers on April 1 of each year (coincident with its filing of ARMIS 43-08 data with the FCC). The list of additional “non-impaired” wire centers filed by AT&T will reflect the number of Business Lines and fiber-based collocators, as of December 31 of the previous year, in each wire center that AT&T proposes be considered “non-impaired.”

Attachment 2 –Network Elements and Other Services

Page 5 of 48

SouthEast

07/25/08

1.6.2

Designation by AT&T of additional “non-impaired” wire centers will be based on the following criteria:

The CLLI of the wire center.

The number of switched business lines served by AT&T in that wire center based upon data as reported in ARMIS 43-08 for the previous year.

The sum of all UNE Loops connected to each wire center, including UNE Loops provisioned in combination with other elements.

A completed worksheet that shows, in detail, any conversion of access lines to voice grade equivalents.

The names of any carriers relied upon as fiber-based collocators.

1.6.3

SouthEast shall have until May 1 to file a challenge to any new wire center named by AT&T in any such April 1 filing.

1.6.4

AT&T and SouthEast agree to resolve disputes concerning AT&T’s additional wire center designations in dispute resolution proceedings before the Commission.

1.6.5

Changes to wire center designations shall become effective July 1 following the April 1 filing by AT&T to the extent that such changes are approved by the Commission by that date.

1.6.6

SouthEast shall have 120 days from July 1 to submit spreadsheets to disconnect or convert to other services all noncompliant circuits in such additional unimpaired wire centers. All such conversions will be subject to applicable disconnect charges set forth in this Agreement for requests to disconnect circuits, or to switch-as-is charges set forth in this Agreement for conversions to equivalent tariffed services. If SouthEast fails to submit such spreadsheet within the 120 day period, AT&T will identify and convert noncompliant circuits to equivalent tariffed services, and such conversion shall be subject to all applicable disconnect charges as set forth in this Agreement and the full nonrecurring charges for installation of the equivalent tariffed AT&T services as set forth in AT&T’s tariffs. Recurring charges for such tariffed services shall apply as of July 1.

1.7	SouthEast will adopt and adhere to the standards contained in the applicable AT&T Operational Understanding regarding maintenance of service.

1.8	Standards for Network Elements

1.8.1

AT&T shall comply with the requirements set forth in the technical references, as well as any performance or other requirements identified in this Agreement, to the extent that they are consistent with the greater of AT&T’s actual performance or applicable industry standards.

1.8.2

If one or more of the requirements set forth in this Agreement are in conflict, the Parties shall mutually agree on which requirement shall apply. If the Parties cannot reach agreement, the dispute resolution process set forth in Section 12 of the General Terms and Conditions of this Agreement, incorporated herein by this reference, shall apply.

Attachment 2 –Network Elements and Other Services

Page 6 of 48

SouthEast

07/25/08

1.9

Rates

The prices that SouthEast shall pay to AT&T for Network Elements and Other Services are set forth in Exhibit 1 to this Attachment. If SouthEast purchases a service(s) from a tariff, all terms and conditions and rates as set forth in such tariff shall apply, unless otherwise specified in this Agreement.

1.10	Operational Support Systems (OSS)

The terms, conditions and rates for OSS are as set forth in Section 2.13 of this Attachment.

1.11	For the purposes of this Attachment 2, the following definitions apply:

1.11.1

(i) Business Line

A “Business Line” is, as defined in 47 C.F.R. § 51.5.

1.11.2

(ii) Fiber-Based Collocation

For purposes of this Amendment, “Fiber-Based Collocator” is, as defined in 47 C.F.R. § 51.5 and the AT&T/AT&T Merger Order.

1.11.3

(iii) Building

A “Building” is defined as a permanent physical structure including, but not limited to, a structure in which people reside, conduct business or work on a daily basis and which has a unique street address assigned to it. As an example only, a high rise office building with a general telecommunications equipment room through which all telecommunications services to that building’s tenants must pass would be a single “building” for purposes of this Amendment. With respect to multi-tenant property with a single street address, an individual tenant’s space shall constitute one “building” for purposes of this Amendment (1) if the multi-tenant structure is subject to separate ownership of each tenant’s space, or (2) if the multi-tenant structure is under single ownership and there is no centralized point of entry in the structure through which all telecommunications services must transit. For instance, a strip mall with individual businesses obtaining telecommunication services from different access points on the building(s) will be considered individual buildings, even though they might share common walls. A building for purposes of this Amendment does not include convention centers, arenas, exposition halls, and other locations that are routinely used for special events of limited duration.

1.11.4

(iv) Route

For purposes of this Amendment, a “Route” is defined as a transmission path between one of AT&T’s wire centers or switches and another of AT&T’s wire centers or switches. A route between two (2) points may pass through one or more intermediate wire centers or switches. Transmission paths between identical end points are the same “route”, irrespective of whether they pass through the same intermediate wire centers or switches, if any.

Attachment 2 –Network Elements and Other Services

Page 7 of 48

SouthEast

07/25/08

1.12

Except to the extent expressly provided otherwise in this Attachment, SouthEast may not maintain unbundled network elements or combinations of unbundled network elements that are no longer offered pursuant to this Agreement (collectively “Arrangements”). In the event AT&T determines that SouthEast has in place any Arrangements after the Effective Date of this Amendment, AT&T shall provide notice to the point of contact set forth in the General Terms and Conditions of this Agreement identifying those Arrangements that are no longer available pursuant to this Agreement. SouthEast shall have thirty (30) days from the date of such notice to transition all Local Switching and UNE-P arrangements and sixty (60) days to transition all other Arrangements. Those circuits identified by SouthEast within such thirty (30) or sixty (60) day period, as applicable, shall be subject to applicable disconnect or switch-as-is charges pursuant to this Agreement. If SouthEast fails to submit orders to disconnect or convert such Arrangements within the aforementioned timeframes, AT&T will transition such circuits to the equivalent tariffed AT&T service(s). The applicable recurring tariff charges shall apply to each circuit as of the Effective Date of this Agreement.

2.	Unbundled Loops, Network Interfaces Device, Unbundled Loop Concentration (ULC) System, and Sub loops

All of the negotiated rates, terms and conditions set forth in this Section pertain to the provision of unbundled loops.

2.1	Unbundled Loops

2.1.1

General. The local loop network element (“Loop(s)”) is defined as a transmission facility between a distribution frame (or its equivalent) in AT&T’s central office and the loop demarcation point at an end-user customer premises. The local loop network element includes all features, functions, and capabilities of the transmission facilities, including the network interface device, and attached electronics (except those used for the provision of advanced services, such as Digital Subscriber Line Access Multiplexers), optronics and intermediate devices (including repeaters and load coils) used to establish the tranmission path to the customer's premises, including inside wire owned or controlled by AT&T. SouthEast shall purchase the entire bandwidth of the Loop and, except as required herein or as otherwise agreed to by the Parties, AT&T shall not subdivide the frequency of the Loop.

2.1.2

The Loop does not include any packet switched features, functions or capabilities.

2.1.3

Fiber to the Home (FTTH) loops are local loops consisting entirely of fiber optic cable, whether dark or lit, serving an End User’s premises or, in the case of predominantly residential multiple dwelling units (MDUs), a fiber optic cable, whether dark or lit, that extends to the MDU minimum point of entry (MPOE).

Attachment 2 –Network Elements and Other Services

Page 8 of 48

SouthEast

07/25/08

2.1.3.1

Fiber to the Curb (FTTC) loops are local loops consisting of fiber optic cable connecting to a copper distribution plant that is not more than five hundred (500) feet from the End User’s premises or, in the case of predominantly residential MDUs, not more than five hundred (500) feet from the MDU’s MPOE. The fiber optic cable in a FTTC loop must connect to a copper distribution plant at a serving area interface from which every other copper distribution subloop also is not more than five hundred (500) feet from the respective End User’s premises.

2.1.3.2

In new build (Greenfield) areas, where AT&T has only deployed FTTH/FTTC facilities, AT&T is under no obligation to provide Loops. FTTH facilities include fiber loops deployed to the MPOE of a MDU that is predominantly residential regardless of the ownership of the inside wiring from the MPOE to each End User in the MDU.

2.1.3.3

Overbuild Requirements: In FTTH/FTTC overbuild situations where AT&T also has copper Loops, AT&T will make those copper Loops available to SouthEast on an unbundled basis, until such time as AT&T chooses to retire those copper Loops using the FCC’s network disclosure requirements. In these cases, AT&T will offer a sixty-four (64) kilobits per second (kbps) voice grade channel over its FTTH/FTTC facilities.

2.1.3.4

Furthermore, in FTTH/FTTC overbuild areas where AT&T has not yet retired copper facilities, AT&T is not obligated to ensure that such copper loops in that area are capable of transmitting signals prior to receiving a request for access to such loops by SouthEast. If a request is received by AT&T for a copper loop, and the copper facilities have not yet been retired, AT&T will restore the copper loop to serviceable condition if technically feasible. In these instances of loop orders in an FTTH/FTTC overbuild area, AT&T’s standard loop provisioning interval will not apply, and the order will be handled on a project basis by which the Parties will negotiate the applicable provisioning interval.

2.1.3.

DS1/DS3 Requirements: Nothwithstanding the above, nothing in this Section shall limit AT&T's obligation to offer CLECs unbundled DS1 and DS3 loops (or loop/transport combination), regardless of the Loop medium employed, in any wire center were AT&T is required to provide such loop facilities.

Attachment 2 –Network Elements and Other Services

Page 9 of 48

SouthEast

07/25/08

2.1.4

Hybrid loops are defined in the federal rules at 47 CFR §51.319(a)(2) as local loops, composed of both fiber optic cable, usually in the feeder plant, and copper twisted wire or cable, usually in the distribution plant. AT&T shall provide SouthEast with nondiscriminatory access to the time division multiplexing features, functions and capabilities of such hybrid loop, including DS1 and DS3 capacity under Section 251 where impairment exists, on an unbundled basis to establish a complete transmission path between AT&T’s central office and an End User’s premises. AT&T is not required to provide access to the packet switched features, functions and capabilities of its hybrid loops.

2.1.4.1

AT&T shall not engineer the transmission capabilities of its network in a manner, or engage in any policy, practice, or procedure, that disrupts or degrades access to a local loop or subloop, including the time division multiplexing-based features, functions, and capabilities of a hybrid loop, for which a requesting telecommunications carrier may obtain or has obtained access pursuant to this Attachment.

2.1.5

DS1 and DS3 Loop Requirements and Transition

2.1.5.1

For purposes of this Section, the Transition Period for the Embedded Base of DS1 and DS3 Loops and for the Excess DS1 and DS3 Loops is the twelve (12) month period beginning March 11, 2005 and ending March 10, 2006.

2.1.5.2

For purposes of this Section, Embedded Base means DS1 and DS3 Loops that were in service for SouthEast as of March 11, 2005 in those wire centers that, as of such date, met the criteria set forth in Section 2.1.5.6.1 and 2.1.5.6.2. Subsequent disconnects or loss of End Users shall be removed from the Embedded Base.

2.1.5.3

Excess DS1 and DS3 Loops are those SouthEast DS1 and DS3 Loops in service as of March 11, 2005, in excess of the caps set forth in Sections 2.1.5.4 and 2.1.5.5 below, respectively. Subsequent disconnects or loss of End Users shall be removed from Excess DS1 and DS3 Loops.

2.1.5.4

SouthEast may obtain a maximum of ten (10) unbundled DS1 Loops to any single building in which such Loops are still subject to unbundling requirements.

2.1.5.5

SouthEast may obtain a maximum of one (1) Unbundled DS3 Loop to any single building in which such Loops are still subject to unbundling requirements.

2.1.5.6

Notwithstanding anything to the contrary in this Agreement, and except as set forth in Section 1.6 above, AT&T shall make available the following DS1 and DS3 Loops only for SouthEast’s Embedded Base during the Transition Period:

2.1.5.6.1

Unbundled DS1 Loops to any Building served by a wire center containing 60,000 or more Business Lines and four (4) or more fiber-based collocators .

2.1.5.6.2

Unbundled DS3 Loops at any Building served by a wire center containing 38,000 or more Business Lines and four (4) or more fiber-based collocators.

Attachment 2 –Network Elements and Other Services

Page 10 of 48

SouthEast

07/25/08

2.1.5.7

A list of wire centers meeting the criteria set forth in Sections 2.1.5.6.1 and 2.1.5.6.2 above, is set forth in Accessible Letter CLECSE08-015 which is available on the AT&T CLEC Online Web site.

2.1.5.8

Transition Period Pricing. From March 11, 2005, through the expiration of the Transition Period, AT&T shall charge/collect a rate for SouthEast’s Embedded Base and SouthEast’s Excess DS1 and DS3 Loops equal to the higher of:

2.1.5.8.1

115% of the rate paid for that element on June 15, 2004; or

2.1.5.8.2

115% of a new rate the Commission establishes, if any, between June 16, 2004 and March 11, 2005.

2.1.5.8.3

These rates shall be as set forth in Exhibit 1 to Attachment 2 of the Agreement and this Section 2.1.5.8.

2.1.5.9

The Transition Period shall apply only to (1) SouthEast’s Embedded Base and (2) SouthEast’s Excess DS1 and DS3 Loops. SouthEast shall not add new DS1 or DS3 loops pursuant to this Agreement.

2.1.5.10

Once a wire center meets or exceeds both of the thresholds set forth in Section 2.1.5.6.1 above, no future DS1 Loop unbundling will be required in that wire center.

2.1.5.11

Once a wire center meets or exceeds both of the thresholds set forth in Section 2.1.5.6.2 above, no future DS3 Loop unbundling will be required in that wire center.

2.1.5.12

No later than March 10, 2006, SouthEast shall submit spreadsheet(s) identifying all of the Embedded Base of circuits and Excess DS1 and DS3 Loops to be either disconnected or converted to other AT&T services. The Parties shall negotiate a project schedule for the Conversion of the Embedded Base and Excess DS1 and DS3 Loops.

2.1.5.13

If SouthEast failed to submit the spreadsheet(s) for its Embedded Base and Excess DS1 and DS3 Loops on or before March 10, 2006, AT&T will identify SouthEast’s remaining Embedded Base and Excess DS1 and DS3 Loops, if any, and will transition such circuits to the equivalent wholesale services provided by AT&T. Those circuits identified and transitioned by AT&T pursuant to this Section shall be subject to the switch-as-is rates set forth in this Agreement for conversions to equivalent tariffed services.

2.1.5.14

For Embedded Base circuits and Excess DS1 and DS3 Loops converted or transitioned, the applicable recurring tariff charge shall apply to each circuit as of March 11, 2006. The transition of the Embedded Base and Excess DS1 and DS3 Loops should be performed in a manner that avoids, or otherwise minimizes to the extent possible, disruption or degradation to SouthEast’s customers’ service.

2.1.6

Dark Fiber Loop

2.1.6.1

Dark Fiber Loop is an unused optical transmission facility, without attached signal regeneration, multiplexing, aggregation or other electronics, from the demarcation point at an End User’s premises to the End User’s serving wire center. Dark Fiber Loops may be strands of optical fiber existing in aerial or underground structure. AT&T will not provide line terminating elements, regeneration or other electronics necessary for SouthEast to utilize Dark Fiber Loops.

Attachment 2 –Network Elements and Other Services

Page 11 of 48

SouthEast

07/25/08

2.1.6.2

Transition for Dark Fiber Loop

2.1.6.2.1

For purposes of this Section 2.1.6, the Transition Period for Dark Fiber Loops is the eighteen (18) month period beginning March 11, 2005 and ending September 10, 2006.

2.1.6.2.2

For purposes of this Section 2.1.7 Embedded Base means Dark Fiber Loops that were in service for SouthEast as of March 11, 2005. Subsequent disconnects or loss of End Users shall be removed from the Embedded Base.

2.1.6.2.3

During the Transition Period only, AT&T shall make available for the Embedded Base Dark Fiber Loops for SouthEast at the terms and conditions set forth in this Amendment.

2.1.6.2.4

Transition Period Pricing. From March 11, 2005, through the completion of the Transition Period, AT&T shall charge a rate for SouthEast’s Embedded Base of Dark Fiber Loops equal to the higher of:

2.1.6.2.4.1

115% of the rate paid for that element on June 15, 2004; or

2.1.6.2.4.2

115% of a new rate the Commission establishes, if any, between June 16, 2004 and March 11, 2005.

2.1.6.2.4.3

These rates shall be as set forth in Exhibit 1 to Attachment 2 of the Agreement and this Section 2.1.6.2.

2.1.6.2.4.4

The Transition Period shall apply only to SouthEast’s Embedded Base and SouthEast shall not add new Dark Fiber Loops pursuant to this Agreement.

2.1.6.2.5

Effective September 11, 2006, Dark Fiber Loops shall no longer be made available pursuant to this Agreement.

2.1.6.2.6

SouthEast shall submit spreadsheets to AT&T no later than September 10, 2006, identifying the specific Dark Fiber Loops, to be either disconnected or converted to other AT&T services. SouthEast may transition from Dark Fiber Loops to other available wholesale facilities provided by AT&T, including special access, wholesale facilities obtained from other carriers, or self-provisioned facilities. For Conversions as defined in Section 1.4.4, such spreadsheets shall take the place of an LSR or ASR. The Parties shall negotiate a project schedule for the Conversion of the Embedded Base Dark Fiber Loops. In the case of disconnection, the applicable disconnect charges set forth in this Agreement shall apply.

2.1.6.2.6.1

If SouthEast fails to submit the spreadsheet(s) specified in Section 2.1.6.2.6 above for all of its Embedded Base on or before September 10, 2006, AT&T will identify SouthEast’s remaining Embedded Base, if any, and will transition such circuits to the equivalent tariffed AT&T service(s). Those circuits identified and transitioned by AT&T pursuant to this Section 2.1.6.2.6.1 shall be subject to the switch-as-is rates set forth in this Agreement for conversions to equivalent tariffed services.

Attachment 2 –Network Elements and Other Services

Page 12 of 48

SouthEast

07/25/08

2.1.6.2.6.2

For Embedded Base circuits converted or transitioned, the applicable recurring tariff charge shall apply to each circuit as of September 11, 2006. The transition of the Embedded Base circuits should be performed in a manner that avoids, or otherwise minimizes to the extent possible, disruption or degradation to SouthEast’s customers’ service.

2.1.7

The provisioning of service to a CLEC’s collocation space will require cross-office cabling and cross-connections within the central office to the CLEC’s Collocation Space. These cross-connects are a separate component, that are not considered a part of the loop, and thus, have a separate charge.

2.1.8

AT&T Order Coordination referenced in Attachment 2 includes two types: “Order Coordination” (OC) and “Order Coordination - Time Specific” (OC-TS).

2.1.8.1

“Order Coordination” refers to standard AT&T service order coordination involving the reuse of facilities where SouthEast is requesting that their loop order be provisioned over an existing circuit that is currently providing service to the end user. Order coordination for physical conversions will be scheduled at AT&T’s discretion during normal working hours on the committed due date and SouthEast will be advised. OC will be provided as a standard item on SL2 voice grade loops and all Unbundled Digital Loops (UDLs). OC will be provided as a chargeable option on SL1 voice grade loops, and all Unbundled Copper Loops.

2.1.8.2

“Order Coordination – Time Specific” refers to service order coordination in which SouthEast requests a specific time for a service order conversion to take place. AT&T will make every effort to accommodate SouthEast’s specific conversion time request. However, AT&T reserves the right to negotiate with SouthEast a conversion time based on load and appointment control when necessary. Loops on a single service order of 14 or more loops will be provisioned on a project basis. This is a chargeable option for any coordinated order and is billed in addition to the OC charge. SouthEast may specify a time between 9:00 a.m. and 4:00 p.m. (location time) Monday through Friday (excluding holidays). If SouthEast specifies a time outside this window, or selects a time or quantity of loops that requires AT&T technicians to work outside normal work hours, overtime charges will apply in addition to the OC and OC-TS charges. Overtime charges will be applied according to actual costs based on type of force group required to perform the work, overtime hours worked and any special circumstances.

If SouthEast requests work to be done for any UNE loop that requires AT&T technicians to work outside normal work hours, overtime charges will be applied according to actual costs based on type of force group required to perform the work, overtime hours worked and any special circumstances.

Attachment 2 –Network Elements and Other Services

Page 13 of 48

SouthEast

07/25/08

	Order Coordination( OC)	Order Coordination – Time Specific (OC-TS)	Test Points	DLR	Charge for Dispatch and Testing if No Trouble Found
SL-1	Chargeable option	Chargeable Option*	Not available	Chargeable Option-ordered as Engineering Information Document	Charged for Dispatch inside & outside Central Office
SL-2	Included	Chargeable Option*	Included	Included	Charged for Dispatch outside Central Office
Unbundled Digital Loop	Included	Chargeable Option* (except on Universal Digital Channel)	Included (where appropriate)	Included	Charged for Dispatch outside Central Office
Unbundled Copper Loop	Chargeable Option	Not available	Included	Included	Charged for Dispatch outside Central Office

Order Coordination-Time Specific charge for orders due on same day at same location will be applied on a per LSR basis. For UVL-SL1, SouthEast must order OC when requesting OC-TS.

2.1.9

Where facilities are available, AT&T will install loops in compliance with AT&T’s Interval Guide available at the website at http://www.interconnection.AT&T.com. For orders of 14 or more loops, the installation will be handled on a project basis and the intervals will be set by the AT&T project manager for that order. Some loops require a Service Inquiry (SI) to determine if facilities are available prior to issuing the order. The interval for the SI process is separate from the installation interval. For expedite requests by SouthEast, expedite charges will apply for intervals less than 5 days. The charges outlined in AT&T’s FCC No. 1 Tariff, Section 5, will apply. If SouthEast cancels an order for network elements and other services, any costs incurred by AT&T in conjunction with the provisioning of that order will be recovered in accordance with FCC No. 1 Tariff, Section 5.

2.1.10

If SouthEast modifies an order after being sent a Firm Order Confirmation (FOC) from AT&T, any costs incurred by AT&T to accommodate the modification will be paid by SouthEast.

2.1.11

AT&T will offer Unbundled Voice Loops (UVL) in two different service levels - Service Level One (SL1) and Service Level Two (SL2).

2.1.12

SL1 loops are 2-wire loop start circuits, will be non-designed, and will not have remote access test points. OC will be offered as a chargeable option on SLI loops when reuse of existing facilities has been requested by SouthEast. SouthEast may also order OC-TS when a specified conversion time is requested. OC-TS is a chargeable option for any coordinated order and is billed in addition to the OC charge. An Engineering Information (EI) document can be ordered as chargeable option. The EI document provides loop make up information which is similar to the information normally provided in a Design Layout Record. Upon issuance of a non-coordinated order in the service order system, SL1 loops will be activated on the due date in the same manner and time frames that AT&T normally activates POTS-type loops for its customers

Attachment 2 –Network Elements and Other Services

Page 14 of 48

SouthEast

07/25/08

2.1.13

SL2 loops may be 2-wire or 4-wire circuits, shall have remote access test points, and will be designed with a design layout record provided to SouthEast, SL2 circuits can be provisioned with loop start, ground start or reverse batter signaling. OC is provided as a standard feature on SL2 loops. The OC feature will allow SouthEast to coordinate the installation of the loop with the disconnect of an existing customer’s service and/or number portability service. In these cases, AT&T will perform the order conversion with standard order coordination at its discretion during normal work hours.

2.1.14

AT&T will also offer Unbundled Digital Loops (UDL).

2.1.14.1

UDLs are service specific and will be designed, will be provisioned with test points (where appropriate), and will come standard with OC and a DLR. The various UDLs are intended to support a specific digital transmission scheme or service. The UDL loops are as follows:

2.1.14.2

UDC/IDSL. Due to technical limitations associated with certain Digital Loop Carrier (DLC) systems, some ISDN-capable loops that are provisioned using DLC systems may not support Integrated Digital Subscriber Line (IDSL) service. AT&T will not reconfigure its ISDN-capable loop to support IDSL service.

2.1.14.3

Instead, AT&T agrees to offer the Universal Digital Channel (UDC), which may also be referred to as an IDSL-capable loop as part of its UDL offerings. The UDC loop is intended to be compatible with IDSL service and has the same physical characteristics and transmission specifications as AT&T’s ISDN-capable loop. These specifications are listed in AT&T’s TR73600.

2.1.14.4

Like the ISDN-capable loop, the UDC may be provisioned on copper or through a DLC system. However, when UDCs are provisioned using a DLC system, AT&T will ensure that they are only provisioned on time slots that are compatible with data-only services such as IDSL.

2.1.14.5

HDSL-capable. This is a designed loop that is provisioned according to Carrier Serving Area (CSA) criteria and may be up to 12,000 feet long and may have up to 2,500 feet of bridged tap (inclusive of loop length). It may be a 2-wire or 4-wire circuit and will come standard with a test point, Order Coordination, and a DLR.

2.1.14.6

ADSL-capable. This is a designed loop that is provisioned according to Revised Resistance Design (RRD) criteria and may be up to 18kft long and may have up to 6kft of bridged tap (inclusive of loop length). It may be a 2-wire or 4-wire circuit and will come standard with a test point, Order Coordination, and a DLR.

Attachment 2 –Network Elements and Other Services

Page 15 of 48

SouthEast

07/25/08

2.1.14.7

DS1. This is a designed 4-wire loop that is provisioned according to industry standards for DS1 or Primary Rate ISDN services and will come standard with a test point, Order Coordination, and a DLR.

2.1.14.8

DS0. These are designed 4-wire loops that may be configured as 64kbps, 56kbps, 19kbps, and other sub-rate speeds associated with digital data services and will come standard with a test point, Order Coordination, and a DLR.

2.1.15

As a chargeable option on all loops except the Universal Digital Channel (UDC) and all Unbundled Copper Loops (UCLs), AT&T will offer OC-TS. This will allow SouthEast the ability to specify the time that the coordinated conversion takes place. The OC-TS charge for orders due on the same day at the same location will be applied on a per Local Service Request (LSR) basis.

2.1.16

In addition to the UVLs and UDLs, AT&T shall make available Unbundled Copper Loops (UCLs). The UCL will be a copper twisted pair loop that is unencumbered by any intervening equipment (e.g., filters, load coils, range extenders, digital loop carrier, or repeaters). The UCL will be offered in two versions - Short and Long. A short UCL (18 kft or less) will be provisioned according to Resistance Design parameters, may have up to 6kft of bridged tap and will have up to 1300 ohms of resistance. The long UCL (beyond 18kft) will be any dry copper pair longer than 18kft and may have up to 12kft of bridged tap and up to 2800 ohms of resistance. Unbundled Loop Modifications (ULM) may be used when a CLEC wants to condition copper loops by removing load coils and other intervening equipment. In almost every case, the UCL long will require ULM to remove load coils. AT&T will only ensure electrical continuity and balance relative to tip and ring on UCLs.

2.1.17

The UCL is a designed circuit, is provisioned with a test point and comes standard with a DLR. OC will be offered as a chargeable option on all UCL loops. OC is required on UCLs where a reuse of existing facilities has been requested by SouthEast. Order Coordination – Time Specific (OC-TS) will not be offered on UCLs.

2.1.18

The UCL is a dry copper loop and is not intended to support any particular telecommunications service. SouthEast may use the UCL loop for a variety of services, including xDSL (e.g., ADSL and HDSL) services, by means of appropriate customer terminal equipment of SouthEast’s choosing. SouthEast will determine the type of service that will be provided over the loop.

2.1.19

Because the UCL loop shall be an unbundled loop offering that is separate and distinct from AT&T’s ADSL and HDSL capable loop offerings, SouthEast agrees that AT&T’s UCL loop will not be held to the service level and performance expectations that apply to its ADSL and HDSL unbundled loop offerings. AT&T shall only be obligated to maintain copper continuity and provide balance relative to tip and ring on UCL loops.

Attachment 2 –Network Elements and Other Services

Page 16 of 48

SouthEast

07/25/08

2.1.20

All UNE loops offered by AT&T shall be provided to SouthEast in accordance with AT&T’s Technical Reference 73600.

2.1.21

SouthEast will be responsible for testing and isolating troubles on the loops. Once SouthEast has isolated a trouble to the AT&T provided loop, SouthEast will issue a trouble to AT&T on the loop. AT&T will take the actions necessary to repair the loop if a trouble actually exists. AT&T will repair these loops in the same time frames that AT&T repairs similarly situated loops to its customers.

2.1.22

If a party reports a trouble on SL1 loops and no trouble actually exists, the parties will charge each other for any dispatching and testing (both inside and outside the CO) required in order to confirm the loop’s working status.

2.1.23

SouthEast must test and isolate trouble to the AT&T portion of the SL2 loop before reporting repair to UNE Center. At the time of the trouble report, SouthEast will be required to provide the results of the SouthEast test which indicate a problem on the AT&T provided loop. If either party reports a trouble on SL2 loops and no trouble actually exists, they may charge the other party for any dispatching and testing, (outside the CO) required in order to confirm the loop’s working status.

2.1.24

Technical Requirements

2.1.24.1

To the extent available within AT&T’s Network at a particular location, AT&T will offer loops capable of supporting telecommunications services such as: POTS, Centrex, basic rate ISDN, analog PBX, voice grade private line, ADSL, HDSL, DS1 and digital data (up to 64 kb/s). If a requested loop type is not available, then the CLEC can use the Special Construction process to request that AT&T place facilities or otherwise modify facilities in order to meet SouthEast’s request.

2.1.24.2

SouthEast will be responsible for providing AT&T with a Service Profile Identifier (SPID) associated with a particular ISDN-capable loop and end user. With the SPID, AT&T will be able to adequately test the circuit and ensure that it properly supports ISDN service.

2.1.24.3

The loop will support the transmission, signaling, performance and interface requirements of the services described in 2.1.2 above. It is recognized that the requirements of different services are different, and that a number of types or grades of loops are required to support these services. Services provided over the loop by SouthEast will be consistent with industry standards and AT&T’s TR73600.

2.1.24.4

SouthEast may utilize the unbundled loops to provide any telecommunication service it wishes. However, AT&T will only provision, maintain and repair the loops to the standards that are consistent with the type of loop ordered. For example, if SouthEast orders an ISDN-capable loop but wants to use the loop for a service other than ISDN, AT&T will only support that the loop is capable of providing ISDN service. For non-service specific loops (e.g. UCL, loops modified by SouthEast using the Special Construction process), AT&T will only support that the loop has copper continuity and balanced tip-and-ring.

UNBUNDLED NETWORK ELEMENTS – Kentucky													Att: 2 Exh: A
CATEGORY	RATE ELEMENTS	Interim	Zone	BCS	USOC	RATES($)					Svc Order Submitted Elec per LSR	Svc Order Submitted Manually Per LSR	Incremental Charge – Manual Svc Order vs. Electronic- 1st	Incremental Charge – Manual Svc Order vs. Electronic- Add'l	Incremental Charge – Manual Svc Order vs. Electronic- Disc 1st	Incremental Charge – Manual Svc Order vs. Electronic- Disc Add'l
							Nonrecurring		Nonrecurring Disconnect		OSS Rates($)
						Rec	First	Add'l	First	Add'l	SOMEC	SOMAN	SOMAN	SOMAN	SOMAN	SOMAN

The "Zone" shown in the sections for stand-alone loops or loops as part of a combination refers to Geographically Deaveraged UNE Zones. To view Geographically Deaveraged UNE Zone Designations by Central Office, refer to internet Website: http://wholesale.att.com/
OPERATIONS SUPPORT SYSTEMS (OSS) - "REGIONAL RATES"
NOTE: (1) CLEC should contact its contract negotiator if it prefers the "state specific" OSS charges as ordered by the State Commissions. The OSS charges currently contained in this rate exhibit are the AT&T "regional" service ordering charges. CLEC may elect either the state specific Commission ordered rates for the service ordering charges, or CLEC may elect the regional service ordering charge, however, CLEC can not obtain a mixture of the two regardless if CLEC has a interconnection contract established in each of the 9 states.
NOTE: (2) Any element that can be ordered electronically will be billed according to the SOMEC rate listed in this category. Please refer to AT&T's Local Ordering Handbook (LOH) to determine if a product can be ordered electronically. For those elements that cannot be ordered electronically at present per the LOH, the listed SOMEC rate in this category reflects the charge that would be billed to a CLEC once electronic ordering capabilities come on-line for that element. Otherwise, the manual ordering charge, SOMAN, will be applied to a CLECs bill when it submits an LSR to AT&T.
	OSS - Electronic Service Order Charge, Per Local Service Request (LSR) - UNE Only				SOMEC		3.50	0.00	3.50	0.00
	OSS - Manual Service Order Charge, Per Local Service Request (LSR) - UNE Only				SOMAN		7.86	0.00	0.99	0.00
UNE SERVICE DATE ADVANCEMENT CHARGE
NOTE: The Expedite charge will be maintained commensurate with BellSouth's FCC No.1 Tariff, Section 5 as applicable.
	UNE Expedite Charge per Circuit or Line Assignable USOC, per Day			UAL, UEANL, UCL, UEF, UDF, UEQ, UDL, UENTW, UDN, UEA, UHL, ULC, USL, U1T12, U1T48, U1TD1, U1TD3, U1TDX, U1TO3, U1TS1, U1TVX, UC1BC, UC1BL, UC1CC, UC1CL, UC1DC, UC1DL, UC1EC, UC1EL, UC1FC, UC1FL, UC1GC, UC1GL, UC1HC, UC1HL, UDL12, UDL48, UDLO3, UDLSX, UE3, ULD12, ULD48, ULDD1, ULDD3, ULDDX, ULDO3, ULDS1, ULDVX, UNC1X, UNC3X, UNCDX, UNCNX, UNCSX, UNCVX, UNLD1, UNLD3, UXTD1, UXTD3, UXTS1, U1TUC, U1TUD, U1TUB, U1TUA,NTCVG, NTCUD, NTCD1	SDASP		200.00
ORDER MODIFICATION CHARGE
	Order Modification Charge (OMC)						33.37	0.00	0.00	0.00
	Order Modification Additional Dispatch Charge (OMCAD)						150.00	0.00	0.00	0.00
UNBUNDLED EXCHANGE ACCESS LOOP
2-WIRE ANALOG VOICE GRADE LOOP
	2-Wire Analog Voice Grade Loop - Service Level 1- Zone 1		1	UEANL	UEAL2	10.56	46.66	22.57	26.65	7.65
	2-Wire Analog Voice Grade Loop - Service Level 1- Zone 2		2	UEANL	UEAL2	15.34	46.66	22.57	26.65	7.65
	2-Wire Analog Voice Grade Loop - Service Level 1- Zone 3		3	UEANL	UEAL2	31.11	46.66	22.57	26.65	7.65
	2-Wire Analog Voice Grade Loop - Service Level 1- Zone 1		1	UEANL	UEASL	10.56	46.66	22.57	26.65	7.65
	2-Wire Analog Voice Grade Loop - Service Level 1- Zone 2		2	UEANL	UEASL	15.34	46.66	22.57	26.65	7.65
	2-Wire Analog Voice Grade Loop - Service Level 1- Zone 3		3	UEANL	UEASL	31.11	46.66	22.57	26.65	7.65
	Tag Loop at End User Premise			UEANL	URETL		8.93	0.88
	Loop Testing - Basic 1st Half Hour			UEANL	URET1		46.88	0.00
	Loop Testing - Basic Additional Half Hour			UEANL	URETA		24.16	24.16
	Manual Order Coordination for UVL-SL1s (per loop)			UEANL	UEAMC		9.00	9.00
	Order Coordination for Specified Conversion Time for UVL-SL1 (per LSR)			UEANL	OCOSL		23.01	23.01
	Unbundled Non-Design Voice Loop, billing for AT&T providing make-up (Engineering Information - E.I.)			UEANL	UEANM		13.49	13.49
	Unbundled Loop Service Rearrangement, change in loop facility, per circuit			UEANL	UREWO		15.78	8.94	26.65	7.65
	Bulk Migration, per 2 Wire Voice Loop-SL1			UEANL	UREPN		46.66	22.57	26.65	7.65
	Bulk Migration Order Coordination, per 2 Wire Voice Loop-SL1			UEANL	UREPM		9.00	9.00

Version: 1Q08 GENERIC INTERCONNECTION AGREEMENT 03/18/08

UNBUNDLED NETWORK ELEMENTS - Kentucky													Att: 2 Exh: A
CATEGORY	RATE ELEMENTS	Interim	Zone	BCS	USOC	RATES($)					Svc Order Submitted Elec per LSR	Svc Order Submitted Manually Per LSR	Incremental Charge – Manual Svc Order vs. Electronic- 1st	Incremental Charge – Manual Svc Order vs. Electronic- Add'l	Incremental Charge – Manual Svc Order vs. Electronic- Disc 1st	Incremental Charge – Manual Svc Order vs. Electronic- Disc Add'l
							Nonrecurring		Nonrecurring Disconnect		OSS Rates($)
						Rec	First	Add'l	First	Add'l	SOMEC	SOMAN	SOMAN	SOMAN	SOMAN	SOMAN
2-WIRE Unbundled COPPER LOOP
	2-Wire Unbundled Copper Loop - Non-Designed Zone 1		1	UEQ	UEQ2X	10.58	44.97	20.89	25.64	6.65
	2 Wire Unbundled Copper Loop - Non-Designed - Zone 2		2	UEQ	UEQ2X	11.51	44.97	20.89	25.64	6.65
	2 Wire Unbundled Copper Loop - Non-Designed - Zone 3		3	UEQ	UEQ2X	13.19	44.97	20.89	25.64	6.65
	Tag Loop at End User Premise			UEQ	URETL		8.93	0.88
	Loop Testing - Basic 1st Half Hour			UEQ	URET1		46.88	0.00
	Loop Testing - Basic Additional Half Hour			UEQ	URETA		24.16	24.16
	Manual Order Coordination 2 Wire Unbundled Copper Loop - Non-Designed (per loop)			UEQ	USBMC		9.00	9.00
	Unbundled Copper Loop - Non-Design, billing for AT&T providing make-up (Engineering Information - E.I.)			UEQ	UEQMU		13.49	13.49
	Unbundled Loop Service Rearrangement, change in loop facility, per circuit			UEQ	UREWO		14.27	7.43	25.64	6.65
	Bulk Migration, per 2 Wire UCL-ND			UEQ	UREPN		44.97	20.89	25.64	6.65
	Bulk Migration Order Coordination, per 2 Wire UCL-ND			UEQ	UREPM		9.00	9.00
UNBUNDLED EXCHANGE ACCESS LOOP
2-WIRE ANALOG VOICE GRADE LOOP
	2-Wire Analog Voice Grade Loop - Service Level 2 w/Loop or Ground Start Signaling - Zone 1		1	UEA	UEAL2	12.67	134.89	81.87	73.65	14.88
	2-Wire Analog Voice Grade Loop - Service Level 2 w/Loop or Ground Start Signaling - Zone 2		2	UEA	UEAL2	17.45	134.89	81.87	73.65	14.88
	2-Wire Analog Voice Grade Loop - Service Level 2 w/Loop or Ground Start Signaling - Zone 3		3	UEA	UEAL2	33.22	134.89	81.87	73.65	14.88
	2-Wire Analog Voice Grade Loop - Service Level 2 w/Reverse Battery Signaling - Zone 1		1	UEA	UEAR2	12.67	134.89	81.87	73.65	14.88
	2-Wire Analog Voice Grade Loop - Service Level 2 w/Reverse Battery Signaling - Zone 2		2	UEA	UEAR2	17.45	134.89	81.87	73.65	14.88
	2-Wire Analog Voice Grade Loop - Service Level 2 w/Reverse Battery Signaling - Zone 3		3	UEA	UEAR2	33.22	134.89	81.87	73.65	14.88
	Switch-As-Is Conversion rate per UNE Loop, Single LSR, (per DS0)			UEA	URESL		24.96	3.52
	Switch-As-Is Conversion rate per UNE Loop, Spreadsheet, (per DS0)			UEA	URESP		26.44	5.01
	Unbundled Loop Service Rearrangement, change in loop facility, per circuit			UEA	UREWO		87.72	36.36
	Loop Tagging - Service Level 2 (SL2)			UEA	URETL		11.21	1.10
	Bulk Migration, per 2 Wire Voice Loop-SL2			UEA	UREPN		134.89	81.87
	Bulk Migration Order Coordination, per 2 Wire Voice Loop-SL2			UEA	UREPM		0.00	0.00
4-WIRE ANALOG VOICE GRADE LOOP
	4-Wire Analog Voice Grade Loop - Zone 1		1	UEA	UEAL4	29.26	164.11	112.36	78.91	18.66
	4-Wire Analog Voice Grade Loop - Zone 2		2	UEA	UEAL4	34.25	164.11	112.36	78.91	18.66
	4-Wire Analog Voice Grade Loop - Zone 3		3	UEA	UEAL4	85.06	164.11	112.36	78.91	18.66
	Switch-As-Is Conversion rate per UNE Loop, Single LSR, (per DS0)			UEA	URESL		24.96	3.52
	Switch-As-Is Conversion rate per UNE Loop, Spreadsheet, (per DS0)			UEA	URESP		26.44	5.01
	Unbundled Loop Service Rearrangement, change in loop facility, per circuit			UEA	UREWO		87.72	36.36
2-WIRE ISDN DIGITAL GRADE LOOP
	2-Wire ISDN Digital Grade Loop - Zone 1		1	UDN	U1L2X	18.44	146.77	95.02	71.38	13.83
	2-Wire ISDN Digital Grade Loop - Zone 2		2	UDN	U1L2X	25.08	146.77	95.02	71.38	13.83
	2-Wire ISDN Digital Grade Loop - Zone 3		3	UDN	U1L2X	42.87	146.77	95.02	71.38	13.83
	Unbundled Loop Service Rearrangement, change in loop facility, per circuit			UDN	UREWO		91.63	44.16
2-WIRE ASYMMETRICAL DIGITAL SUBSCRIBER LINE (ADSL) COMPATIBLE LOOP
	2 Wire Unbundled ADSL Loop including manual service inquiry & facility reservation - Zone 1		1	UAL	UAL2X	10.82	141.98	79.73	69.02	11.47
	2 Wire Unbundled ADSL Loop including manual service inquiry & facility reservation - Zone 2		2	UAL	UAL2X	11.79	141.98	79.73	69.02	11.47
	2 Wire Unbundled ADSL Loop including manual service inquiry & facility reservation - Zone 3		3	UAL	UAL2X	12.87	141.98	79.73	69.02	11.47
	2 Wire Unbundled ADSL Loop without manual service inquiry & facility reservaton - Zone 1		1	UAL	UAL2W	10.82	121.18	69.00	69.09	11.54
	2 Wire Unbundled ADSL Loop without manual service inquiry & facility reservaton - Zone 2		2	UAL	UAL2W	11.79	121.18	69.00	69.09	11.54
	2 Wire Unbundled ADSL Loop without manual service inquiry & facility reservaton - Zone 3		3	UAL	UAL2W	12.87	121.18	69.00	69.09	11.54
	Unbundled Loop Service Rearrangement, change in loop facility, per circuit			UAL	UREWO		86.20	40.40
2-WIRE HIGH BIT RATE DIGITAL SUBSCRIBER LINE (HDSL) COMPATIBLE LOOP

Version: 1Q08 GENERIC INTERCONNECTION AGREEMENT 03/18/08

SouthEast Telephone, Inc.		BellSouth Telecommunications, Inc.
		d/b/a AT&T Kentucky

By:	/s/ Darrell Maynard	By:	/s/ /Eddie A. Reed, Jr.

Name:	Darrell Maynard	Name:	Eddie A. Reed, Jr.

Title:	President	Title:	Director – Interconnection Agreements

Date:	2/5/09	Date:	2-12-09

	OCN#	ACNA		OCN#	ACNA

ALABAMA			MISSISSIPPI
FLORDIA			NO. CAROLINA
GEORGIA			SO. CAROLINA
KENTUCKY			TENNESSEE
LOUISIANA

		KY
Type of Service		Resale	Discount
1	Grandfathered Services (Note 1)	Yes	Yes

2	Promotions - > 90 Days(Note 2)	Yes	Yes

3	Promotions - < 90 Days (Note 2)	Yes	No

4	Lifeline/Link Up Services	Yes	Note 4

5	911/E911 Services	Yes	Yes

6	N11 Services	No	No

7	MemoryCall®Service	Yes	No

8	Mobile Services	Yes	No

9	Federal Subscriber Line Charges	Yes	No

10	Non-RecurCharges	Yes	Yes

11	End User Line Chg- Number Portability	Yes	No

12	Public Telephone Access Svc(PTAS)	Yes	Yes

13	Inside Wire Maint Service Plan	Yes	No

OPERATIONAL SUPPORT SYSTEMS		KY

OSS LSR charge, per LSR received from the CLEC by one of the OSS interactive interfaces		$3.50 SOMEC

Incremental charge per LSR received from the CLEC by means other than one of the OSS interactive interfaces		$19.99 SOMAN

UNBUNDLED NETWORK ELEMENTS – Kentucky													Att: 2 Exh: A
													Incremental	Incremental	Incremental	Incremental
													Charge -	Charge -	Charge -	Charge -
											Svc Order	Svc Order	Manual Svc	Manual Svc	Manual Svc	Manual Svc
											Submitted	Submitted	Order vs.	Order vs.	Order vs.	Order vs.
											Elec	Manually	Electronic-	Electronic-	Electronic-	Electronic-
						RATES($)					per LSR	per LSR	1st	Add'l	Disc 1st	Disc Add'l
CATEGORY	RATE ELEMENTS	Interim	Zone	BCS	USOC		Nonrecurring		Nonrecurring Disconnect		OSS Rates($)
						Rec	First	Add'l	First	Add'l	SOMEC	SOMAN	SOMAN	SOMAN	SOMAN	SOMAN
	2 Wire Unbundled HDSL Loop including manual service inquiry &
	facility reservation - Zone 1		1	UHL	UHL2X	8.75	151.54	89.29	69.09	11.54
	2 Wire Unbundled HDSL Loop including manual service inquiry &
	facility reservation - Zone 2		2	UHL	UHL2X	9.56	151.54	89.29	69.09	11.54
	2 Wire Unbundled HDSL Loop including manual service inquiry &
	facility reservation - Zone 3		3	UHL	UHL2X	10.61	151.54	89.29	69.09	11.54
	2 Wire Unbundled HDSL Loop without manual service inquiry and
	facility reservation - Zone 1		1	UHL	UHL2W	8.75	130.74	78.56	69.09	11.54
	2 Wire Unbundled HDSL Loop without manual service inquiry and
	facility reservation - Zone 2		2	UHL	UHL2W	9.56	130.74	78.56	69.09	11.54
	2 Wire Unbundled HDSL Loop without manual service inquiry and
	facility reservation - Zone 3		3	UHL	UHL2W	10.61	130.74	78.56	69.09	11.54
	Unbundled Loop Service Rearrangement, change in loop facility,
	per circuit			UHL	UREWO		86.14	40.40
4-WIRE HIGH BIT RATE DIGITAL SUBSCRIBER LINE (HDSL) COMPATIBLE LOOP
	4 Wire Unbundled HDSL Loop including manual service inquiry and
	facility reservation - Zone 1		1	UHL	UHL4X	13.95	185.75	123.50	74.95	14.69
	4-Wire Unbundled HDSL Loop including manual service inquiry
	and facility reservation - Zone 2		2	UHL	UHL4X	15.68	185.75	123.50	74.95	14.69
	4-Wire Unbundled HDSL Loop including manual service inquiry
	and facility reservation - Zone 3		3	UHL	UHL4X	16.98	185.75	123.50	74.95	14.69
	4-Wire Unbundled HDSL Loop without manual service inquiry and
	facility reservation - Zone 1		1	UHL	UHL4W	13.95	164.95	114.04	77.32	15.80
	4-Wire Unbundled HDSL Loop without manual service inquiry and
	facility reservation - Zone 2		2	UHL	UHL4W	15.68	164.95	114.04	77.32	15.80
	4-Wire Unbundled HDSL Loop without manual service inquiry and
	facility reservation - Zone 3		3	UHL	UHL4W	16.98	164.95	114.04	77.32	15.80
	Unbundled Loop Service Rearrangement, change in loop facility,
	per circuit			UHL	UREWO		86.14	40.40
4-WIRE DS1 DIGITAL LOOP
	4-Wire DS1 Digital Loop - Zone 1		1	USL	USLXX	86.47	306.69	174.44	65.83	14.55
	4-Wire DS1 Digital Loop - Zone 2		2	USL	USLXX	114.10	306.69	174.44	65.83	14.55
	4-Wire DS1 Digital Loop - Zone 3		3	USL	USLXX	297.76	306.69	174.44	65.83	14.55
	Switch-As-Is Conversion rate per UNE Loop, Single LSR, (per DS1)			USL	URESL		24.96	3.52
	Switch-As-Is Conversion rate per UNE Loop, Spreadsheet, (per DS1)			USL	URESP		26.44	5.01
	Unbundled Loop Service Rearrangement, change in loop facility, per circuit			USL	UREWO		101.09	43.04
4-WIRE 19.2, 56 OR 64 KBPS DIGITAL GRADE LOOP
	4 Wire Unbundled Digital Loop 2.4 Kbps - Zone 1		1	UDL	UDL2X	27.59	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital Loop 2.4 Kbps - Zone 2		2	UDL	UDL2X	32.48	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital Loop 2.4 Kbps - Zone 3		3	UDL	UDL2X	36.37	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital Loop 4.8 Kbps - Zone 1		1	UDL	UDL4X	27.59	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital Loop 4.8 Kbps - Zone 2		2	UDL	UDL4X	32.48	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital Loop 4.8 Kbps - Zone 3		3	UDL	UDL4X	36.37	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital Loop 9.6 Kbps - Zone 1		1	UDL	UDL9X	27.59	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital Loop 9.6 Kbps - Zone 2		2	UDL	UDL9X	32.48	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital Loop 9.6 Kbps - Zone 3		3	UDL	UDL9X	36.37	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital 19.2 Kbps - Zone 1		1	UDL	UDL19	27.59	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital 19.2 Kbps - Zone 2		2	UDL	UDL19	32.48	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital 19.2 Kbps - Zone 3		3	UDL	UDL19	36.37	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital Loop 56 Kbps - Zone 1		1	UDL	UDL56	27.59	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital Loop 56 Kbps - Zone 2		2	UDL	UDL56	32.48	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital Loop 56 Kbps - Zone 3		3	UDL	UDL56	36.37	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital Loop 64 Kbps - Zone 1		1	UDL	UDL64	27.59	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital Loop 64 Kbps - Zone 2		2	UDL	UDL64	32.48	157.81	106.06	78.91	18.66
	4 Wire Unbundled Digital Loop 64 Kbps - Zone 3		3	UDL	UDL64	36.37	157.81	106.06	78.91	18.66
	Switch-As-Is Conversion rate per UNE Loop, Single LSR, (per DS0)			UDL	URESL		24.96	3.52
	Switch-As-Is Conversion rate per UNE Loop, Spreadsheet, (per DS0)			UDL	URESP		26.44	5.01
	Unbundled Loop Service Rearrangement, change in loop facility, per circuit			UDL	UREWO		102.13	49.75
2-WIRE Unbundled COPPER LOOP
	2-Wire Unbundled Copper Loop-Designed including manual service inquiry & facility reservation - Zone 1		1	UCL	UCLPB	10.82	140.95	78.70	69.09	11.54
	2-Wire Unbundled Copper Loop-Designed including manual service inquiry & facility reservation - Zone 2		2	UCL	UCLPB	11.79	140.95	78.70	69.09	11.54

1.	Definitions	3
2.	Term and Availability of the Agreement	4
3.	Operational Support Systems	4
4.	Parity	4
5.	White Pages Listings	5
6.	Bona Fide Request/New Business Request Process for Further Unbundling	6
7.	Court Ordered Requests for Call Detail Records and Other Subscriber Information	6
8.	Liability and Indemnification	7
9.	Intellectual Property Rights and Indemnification	9
10.	Proprietary and Confidential Information	10
11.	Assignments	11
12.	Resolution of Disputes	11
13.	Taxes	12
14.	Force Majeure	14
15.	Adoption of Agreements	15
16.	Modification of Agreement	15
17.	Non-waiver of Legal Rights	15
18.	Severability	15
19.	Waivers	16
20.	Governing Law	16
21.	Arm’s Length Negotiations	16
22.	Notices	16
23.	Intentionally Left Blank	17
24.	Headings of No Force or Effect	17
25.	Multiple Counterparts	17
26.	Filing of Agreement	17
27.	Compliance with Applicable Law	18
28.	Necessary Approvals	18
30.	Good Faith Performance	18
31.	Nonexclusive Dealings	18
32.	Survival	18
33.	Entire Agreement	18

1.	Discount Rates	2
2.	Definition of Terms	2
3.	General Provisions	2
4.	AT&T’s Provision of Services to SouthEast	6
5.	Maintenance of Services	7
6.	Establishment of Service	8
7.	Payment And Billing Arrangements	9
8.	Discontinuance of Service	11
9.	Line Information Database (LIDB)	13
10.	RAO Hosting	13
11.	Optional Daily Usage File (ODUF)	13
12.	Enhanced Optional Daily Usage File (EODUF)	13
13.	Applicable Discounts and Charges	14
Attachment 1 / Exhibit A / Resale Discounts and Rates
Attachment 1 / Exhibit B / Exclusions and Limitations on Services Available for Resale
Attachment 1 / Exhibit C / Line Information Data Base (LIDB) Resale Storage Agreement
Attachment 1 / Exhibit D / Optional Daily Usage File
Attachment 1 / Exhibit E / Enhanced Optional Daily Usage File
Attachment 1 / Exhibit F / ODUF/EODUF Rates

1	Network Interconnection	2
2	Interconnection Trunk Group Architectures	4
3	Network Design and Management For Interconnection	11
4	Local Dialing Parity	14
5	Interconnection Compensation	15
6	Frame Relay Service Interconnection	19
7	Operational Support Systems (OSS)	21

Exhibit A – RATES	(Attached)
Exhibit B - Basic Architecture	22
Exhibit C - One Way Architecture	23
Exhibit D - Two Way Architecture	24
Exhibit E - Supergroup Architecture	25

Local Traffic:	$.0007 per MOU
ISP-Bound Traffic:	$.0007 per MOU

1.	Scope of Attachment	2
2.	Space Notification	3
3	Collocation Options	5
4.	Occupancy	16
5.	Use of Collocation Space	17
6	Ordering and Preparation of Collocation Space	21
7	Rates and Charges	26
8.	Insurance	29
9	Mechanics Liens	31
10.	Inspections	32
11.	Security and Safety Requirements	32
12.	Destruction of Collocation Space	35
13.	Eminent Domain	35
14.	Nonexclusivity	36

Rate Element		Rate Per Month		Non-Recurring Charge
3.7.1	Planning Fee		N/A	$	1,524.88
3.7.2	Copper Cable Entrance Facility (Per 900-Pair Cable)	$	219.35	$	494.40
3.7.3	DS-1 Circuits
	Connection to DCS	$	208.51	$	1,621.84
	Connection to DSX	$	10.17	$	1,621.84
3.7.4	Conduit Space for Adjacent Off-Site Arrangement (Per Cable Support)	$	19.86	$	0.00
3.7.5	Optical Circuit Arrangement (Per 12 Fiber Breakout Cable)	$	6.32	$	3,109.93

ENVIRONMENTAL CATEGORIES	ENVIRONMENTAL ISSUES	ADDRESSED BY THE FOLLOWING DOCUMENTATION

Disposal of hazardous material or other regulated material (e.g., batteries, fluorescent tubes, solvents & cleaning materials)	Compliance with all applicable local, state, & federal laws and regulations Pollution liability insurance EVET approval of contractor	• Std T&C 450 • Fact Sheet Series 17000 • Std T&C 660-3 • Approved Environmental Vendor List (Contact E/S Management)

Emergency response	Hazmat/waste release/spill firesafety emergency	• Fact Sheet Series 1700 • Building Emergency Operations Plan (EOP) (specific to and located on Premises)

Contract labor/outsourcing for services with environmental implications to be performed on BellSouth Premises (e.g., disposition of hazardous material/waste; maintenance of storage tanks)	Compliance with all applicable local, state, & federal laws and regulations Performance of services in accordance with BST’s environmental M&Ps Insurance	• Std T&C 450 • Std T&C 450-B • (Contact E/S for copy of appropriate E/S M&Ps.) • Std T&C 660

Transportation of hazardous material	Compliance with all applicable local, state, & federal laws and regulations Pollution liability insurance EVET approval of contractor	• Std T&C 450 • Fact Sheet Series 17000 • Std T&C 660-3 • Approved Environmental Vendor List (Contact E/S Management)

		• 29CFR 1910 Subpart O (OSHA Standard)

Janitorial services	All waste removal and disposal must conform to all applicable federal, state and local regulations All Hazardous Material and Waste Asbestos notification and protection of employees and equipment	• P&SM Manager Procurement • Fact Sheet Series 17000 • GU-BTEN-001BT, Chapter 3 • BSP 010-170-001BS (Hazcom)

Manhole cleaning	Compliance with all applicable local, state, & federal laws and regulations Pollution liability insurance EVET approval of contractor	• Std T&C 450 • Fact Sheet 14050 • BSP 620-145-011PR Issue A, August 1996 • Std T&C 660-3 • Approved Environmental Vendor List (Contact E/S Management)

Removing or disturbing building materials that may contain asbestos	Asbestos work practices	• GU-BTEN-001BT, Chapter 3

ENVIRONMENTAL CATEGORIES	ENVIRONMENTAL ISSUES	ADDRESSED BY THE FOLLOWING DOCUMENTATION

Disposal of hazardous material or other regulated material (e.g., batteries, fluorescent tubes, solvents & cleaning materials)	Compliance with all applicable local, state, & federal laws and regulations Pollution liability insurance EVET approval of contractor	· Std T&C 450 · Fact Sheet Series 17000 · Std T&C 660-3 · Approved Environmental Vendor List (Contact E/S Management)

Emergency response	Hazmat/waste release/spill firesafety emergency	· Fact Sheet Series 1700 · Building Emergency Operations Plan (EOP) (specific to and located on Premises)

Contract labor/outsourcing for services with environmental implications to be performed on AT&T Premises (e.g., disposition of hazardous material/waste; maintenance of storage tanks)	Compliance with all applicable local, state, & federal laws and regulations Performance of services in accordance with BST’s environmental M&Ps Insurance	· Std T&C 450 · Std T&C 450-B · (Contact E/S for copy of appropriate E/S M&Ps.) · Std T&C 660

Transportation of hazardous material	Compliance with all applicable local, state, & federal laws and regulations Pollution liability insurance EVET approval of contractor	· Std T&C 450 · Fact Sheet Series 17000 · Std T&C 660-3 · Approved Environmental Vendor List (Contact E/S Management)

Maintenance/operations work which may produce a waste Other maintenance work	Compliance with all application local, state, & federal laws and regulations Protection of BST employees and equipment	· Std T&C 450 · 29CFR 1910.147 (OSHA Standard) · 29CFR 1910 Subpart O (OSHA Standard)

Janitorial services	All waste removal and disposal must conform to all applicable federal, state and local regulations All Hazardous Material and Waste Asbestos notification and protection of employees and equipment	· P&SM Manager - Procurement · Fact Sheet Series 17000 · GU-BTEN-001BT, Chapter 3 · BSP 010-170-001BS (Hazcom)

Manhole cleaning	Compliance with all applicable local, state, & federal laws and regulations Pollution liability insurance EVET approval of contractor	· Std T&C 450 · Fact Sheet 14050 · BSP 620-145-011PR Issue A, August 1996 · Std T&C 660-3 · Approved Environmental Vendor List (Contact E/S Management)

Removing or disturbing building materials that may contain asbestos	Asbestos work practices	· GU-BTEN-001BT, Chapter 3

1.	Non-Discriminatory Access to Telephone Numbers	2
2.	Number Portability Permanent Solution	2
3.	Service Provider Number Portability	3
4.	SPNP Implementation	3
5.	Transition to Permanent Number Portability	6
6.	Conversion Policy	6
7.	Operational Support System (OSS) Rates	9

1.	Quality of Pre-Ordering, Ordering and Provisioning, Maintenance and Repair	2
2.	Access to Operations Support Systems	3
3.	Miscellaneous Ordering and Provisioning Guidelines	4

1.	PAYMENT AND BILLING ARRANGEMENTS	3

2.	BILLING DISPUTES	5

3.	RAO HOSTING	6

4.	OPTIONAL DAILY USAGE FILE	9

5.	ACCESS DAILY USAGE FILE	12

RATES		EXHIBIT A

1.	Purpose	2
2	Single Point of Contact	2
3.	Identifying the Problem	2
4.	Environmental Concerns	3
5.	The ECC	4
6.	Recovery Procedures	4
7.	CLEC Outage	5
8.	BellSouth Outage	5
9.	Loss of a CO	5
10.	Combined Outage (CLEC and BellSouth Equipment)	7
11.	T1 Identification Procedures	7
12.	Acronyms	7
13.	Hurrican Information	7
14.	AT&T Disaster Management Plan	8