AFFILIATE TRANSACTION AGREEMENT€¦ · Web viewCountry Country Access Affiliate Pricing...

AFFILIATE TRANSACTION AGREEMENT

For

Interexchange Carrier Services for Internal Telecommunications

Between

SOUTHWESTERN BELL COMMUNICATION SERVICES, INC.

And

NEVADA BELL TELEPHONE COMPANYPACIFIC BELL TELEPHONE COMPANY

SOUTHWESTERN BELL TELEPHONE COMPANY

SBC Agreement No. 00012603

Agreement No. 00012603

TABLE OF CONTENTSSection No.

Schedule No.Exhibit No.

Description Page

“Specific Terms and Conditions” 3§1 Definitions 3§2 Term 4§3 Services 4§4 Prices 7§5 Orders for Services 9§6 Delivery 9§7 Service Level Commitments and Credits 9§8 Network Optimization 9§9 Technology migration / Services Not Offered by SBCS 10§10 Fraudulent Use 10§11 Responsibilities of Each Individual Customer 10§12 Hardware or Software Not Provided by SBCS 11§13 Property Rights 11§14 General Terms and Conditions 12§15 Statutes 12§16 Order of Precedence 12§17 Entire Agreement 12

Signature Page 13

Schedule A “Products, Services and Rates” 14§A-1 International Usage Charges 15§A-2 Usage Charges Summary 27§A-3 Surcharge Rates (OA, DA, CC) 29§A-4 Out-of-Region Surcharge Rates 31§A-5 Toll Free Service Charges 36§A-6 Private Line and Dedicated Access Line Service Charges 37§A-7 ATM Service Charges 38§A-8 Frame Relay Service Charges 39

Schedule B “Service Level Agreement” 40§B-1 Voice Availability 40§B-2 Installation Guarantees 40§B-3 Private Line Services 40§B-4 Frame Relay Service and ATM Service 43§B-5 SBCS Support Responsibilities and Escalation Procedures 47§B-6 Network Reports 48

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Section No. Schedule No.Exhibit No.

Description Page

Schedule C“General Terms and Conditions” 50§C-1 Access 50§C-2 Dispute Resolution 51§C-3 Force Majeure 51§C-4 Governing Law 52§C-5 Indemnification-Infringement 52§C-6 Indemnification-Property, Injury and Death 52§C-7 Insurance 53§C-8 Invoicing and Payment 54§C-9 Litigation and Arbitration 55§C-10 No Partnership 55§C-11 Notices 55§C-12 Proprietary Information 55§C-13 Records and Audit 56§C-14 Taxes 56§C-15 Termination 57§C-16 Transitional Services 57§C-17 Releases Void 57§C-18 Warranty 57

Exhibit 1 Exhibit 1: “Affiliate Transactions, Policies, Guidelines and Reporting Requirements”

59

Exhibit 2 Exhibit 2: “Non-Disclosure Agreements” 60

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AFFILIATE TRANSACTION AGREEMENT

for


THIS AFFILIATE TRANSACTION AGREEMENT FOR INTER-EXCHANGE CARRIER SERVICES (“Agreement”), effective on the date when signed by the last signatory (“Effective Date”) by and among Southwestern Bell Communication Services, Inc. (“SBCS”) and Nevada Bell Telephone Company (“NB”), Pacific Bell Telephone Company, (“Pacific”) and Southwestern Bell Telephone Company (“SWBT”), (collectively, the “Customers”).

WHEREAS, the Customers referred to in this Agreement are regulated telephone companies.

This Agreement acknowledges since the Customers are regulated telephone companies, SBCS’ prices will be charged at the lower of fully distributed cost or market price as described in the Affiliate Transactions Policies, Guidelines and Reporting Requirements. At least annually during this Agreement term, both Customer and SBCS shall evaluate and make any necessary mutually agreed upon amendments on a prospective basis to remain in compliance.

NOW THEREFORE, the parties intending to be legally bound agree as follows:

SPECIFIC TERMS AND CONDITIONS.

1. DEFINITIONS.

For the purposes of this Agreement, the following terms and all other terms defined in this Agreement shall have the meanings so defined unless the context clearly indicates otherwise. A term defined in the singular shall include the plural and vice versa when the context so indicates.

“Business Day” Means 8:00 a.m. thru 5:00 p.m. (Pacific Time), Monday thru Friday, excluding company posted holidays.

“Firm Order Commitment” (FOC) Means a document wherein SBCS advises that Services requested in an Order for Service are available and contains the information set forth in Section 5(d).

“Network Acceptance” Means a written notice from SBCS to the Customers wherein SBCS certifies that its network is capable of providing Services.

“Order for Service” Means each order executed by an individual Customer ordering Services pursuant to Section 5.

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“Services” Means those products set forth in Section 3 and Schedule A, or any additional or new services, features or function as the parties may mutually agree upon and that are described in Schedule A Addendum.

2. TERM.

The price and terms and conditions of the Agreement will apply for three years from the date of Network Acceptance by SBCS (“Initial Term”) unless the Agreement is extended as follows:

(a) When the Initial Term of this Agreement expires, each Customer has the right, in its sole discretion, to extend the Agreement for itself for up to two additional one-year extensions at prices, terms and conditions herein or as modified pursuant to this Agreement.

(b) The Initial Term of this Agreement may be extended for any individual Customer or all Customers.

(c) A Customer shall give Ninety (90) days written notice to SBCS of its intent to extend the Initial Term of this Agreement for an additional year (the “Extension Notice”). Additionally, these constraints apply to Ninety (90) days prior to the expiration of the Initial Term, or, as the case may be, ninety (90) days prior to the expiration of the first additional one-year extension.

(d) The Extension Notice shall set forth the following (i) the Customer(s) which is extending the Initial Term and (ii) proposed modifications, if any, of the terms and conditions of this Agreement.

(e) Within thirty (30) days after receipt of the Extension Notice SBCS shall give written notice to the Customer if the proposed modifications, if any, set forth in the Extension Notice are acceptable. SBCS and Customer shall execute an amendment to this Agreement as to those modifications that are acceptable. If any modifications are unacceptable SBCS and Customer shall negotiate in good faith the dispute concerning those modifications that are unacceptable. If the parties are unable to reach an agreement concerning any disputed modifications by the start of the extended anniversary date, the term of this Agreement shall be extended for an additional year based upon the price, terms and conditions set forth herein, as amended by those modifications set forth in the Extension Notice that are acceptable. Upon resolution of any disputed modifications, an amendment of this Agreement incorporating the same shall be executed by the parties, and such amendment shall relate back to the extended anniversary date of this Agreement.

3. SERVICES.

An individual Customer may order from SBCS the Services set forth below as soon as SBCS has the ability to provide such Services. SBCS shall keep the parties reasonably advised as to the planned schedule date(s), if any, of its ability to provide the below Services and any other additional or new products, services, features or function thereof not listed below. The Services available as of the Effective Date are set forth in Schedule A entitled “Products, Services and Rates,” the parties shall execute an Addendum to Schedule A as soon as additional or new products and Services are available.

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(a) Inbound Service Call Types:

(1) Termination to Dedicated: The capability to terminate calls on a dedicated access line.

(2) Termination to Switched: The capability to terminate calls using a standard switched access line

(3) Affiliate Toll Free Service: the capability to terminate calls using a standard switched access line where the Customer terminates intraLATA and interLATA in region calls and SBCS terminates interLATA out of region calls.

(b) Inbound Service Features:(1) Basic Call Routing Features: Includes Time of Day, Day of Week, Day of the

Year, NPA/NXX, and Percentage Traffic Allocation Routing. This is the only feature currently available from SBCS for Affiliate Toll Free Service.

(2) Announcements: The capability of playing standardized announcements prior to call answering for various types of messages

(3) Announcement Customization: Capabilities that allow for various prerecorded announcements to play when associated calling conditions are met, e.g., after hour messages

(4) Call Redirection: The ability to transfer a call to another call center agent at a separate facility and terminate the original call center agent’s connection to the caller.

(5) Direct Termination Overflow: Allows a call to “overflow” to switched access lines for completion by the Customer if the dedicated line is busy.

(6) PRI Interface ANI / DNIS: The ISDN equivalent of a T-1 circuit, which is delivered to a Customer’s premises. Automatic Number Identification (“ANI”) provides for the transmission of the telephone number of the originating party so calls can be routed based on the number’s identity. Dialed Number Identification Service (“DNIS”) provides the number the caller dialed to reach the agent or automatically distribute the call so calls can be handled differently.

(c) Outbound Call Types: (1) Dedicated / Dedicated: Provides the ability to place calls from one dedicated access

location to another dedicated access location. These requirements exist for VPN services.

(2) Dedicated / Switched: Provides the ability to place calls from one dedicated access location to a switched access location. These requirements exist for VPN and 1+ services.

(3) Switched / Switched: Provides the ability to place calls from one switched access location to another switched access location. These requirements exist for VPN and 1+ services.

(4) Switched/Dedicated: Provides the ability to place calls from one switched access location to another dedicated access location. These requirements exist for VPN services.

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(d) Outbound Call Features:(1) Restriction Capabilities: Pre-selected stations and lines may be restricted from

dialing certain telephone numbers, e.g. international numbers.

(2) Security: SBCS’ capability to prevent fraudulent calling by automatic fraud detection and monitoring.

(3) Call Origination: The various methods for originating a calling card call, e.g., 0+, 1800/888/877.

(4) International Authorization Codes: International Authorization Codes from authorized designated SBC stations or a mutually agreeable alternative shall be provided by SBCS.

(e) Data Services / Access Services: (1) Fiber Optic type services: A flexible and reliable method of transport for various

digital signals with different capacities in a very economical manner. (f) Data Services / Private Line Services:

(1) T-1 Service: The capability to provide Digital Signal Level One transmissions at either 1.544 Mbps (clear) or 1.536. This service is dependent upon SBCS offering ESF, B8Zs or only AMI.

(2) T-3 Service: The capability to provide Digital Signal Level Three One transmissions at 45 Mbps.

(g) Data Services / Frame Relay:(1) Port Speeds Offered: The ability to provide from 56 to 64 kbps through DS-1.(2) (2) PVC Speeds Offered: The ability to provide various port speeds. (3) Congestion Management: The ability of a network to effectively deal with heavy

traffic volumes. Congestion management mechanism used are: (i) blocking traffic on the ingress vs. egress and (ii) algorithms that assign spare capacity based on pre-purchased PVCs vs. FIFO.

(h) Data Services / Asynchronous Transfer Mode (“ATM”):(1) Classes of Service Offered: The ability to provide Virtual Circuit Connections

(VCCs) and Virtual Path Connections (VPCs) using Constant Bit Rate, Variable Bit Rate, and Unspecified Bit Rate Classes of Service.

(2) Alternate POP / Core Switch Access: The ability to request termination of redundant client connections to an alternate SBCS point of presence (POP) and/or alternate core switch to avoid single points of failure due to a common network element in either the ATM or transport layer.

(3) Congestion / Failure Management: The ability to dynamically reroute VCCs and VPCs around congested or failed paths in the SBCS network in response to detected problems in the core switch and transport networks.

(4) Access Port Speeds: The ability to accept DS1, DS3 and OC3c access port speeds using ATM Forum UNI 3.1 and 4.0 standard interfaces.

(5) PVC Bandwidths: The ability to provision VPCs and VCCs with 56kbs/64kbs increments for connections smaller than 1.536Mbs and provision VPCs and VCCs with 1Mbs increments for connections larger than 1.536Mbs.

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(i) Network Management Services:

(1) SBCS shall provide monthly network performance reports to the Customer. Upon availability, SBCS will provide the Customer with on-line access utilized for network monitoring purposes.

(2) Reporting Tools: Within 30 days of the implementation of this Agreement, SBCS shall begin discussion with the Customers leading to the development of a timeline and a due date targeting September 2000 for the implementation of electronic access to each Customer for reports summarizing current connections for all physical data services (private lines) and logical data services (Frame Relay and ATM) including A and Z end points, SBCS circuit Ids, class of service parameters, traffic descriptors, etc. Access may be provided via a secured web site, dedicated connection for a firewalled IP connection, etc.

4. PRICES.

The price for Services shall be charged at the lower of Fully Distributed Cost (“FDC”) or market price as described in; (i) the Affiliate Transactions, Policies, Guidelines and Reporting Requirements, attached hereto as Exhibit 1, as amended from time to time, (ii) in accordance with the affiliate transaction rules adopted by the FCC presently in 47 C.F.R. § 32.27, as the same may be amended from time to time, and (iii) applicable state affiliate transaction rules governing the individual Customer.

(a) The price for the Services, the foregoing, are set forth in Schedule A, are subject to the following sub-paragraphs. The price for additional and/or new products, services, features or functions will be based upon the foregoing. Subject to the below sub-paragraphs: reflected in an executed Addendum to Schedule A.

(b) There shall be no minimum revenue commitment of any kind or type, including but not limited to “sub-minimum commitments” of revenue, volume or location.

(c) Schedule A shall reflect that SBCS has waived the following charges: domestic and international (domestic to international only) calling card service charges for calling card calls that are not operator assisted or originated from a payphone .

(d) SBCS will charge the Customer a PIC Change charge when applicable. The specific PIC Change charge can be found in the relevant Customer retail tariffs. The PIC Change charge will be applied on a pass through basis without additional markups.

(e) No additional charges, other than those found in Schedule A, except those mandated by statute or regulation shall be applied to any Service.

(f) SBCS shall adjust its prices commensurate with any regulated and/or third party carrier cost reductions or increases that SBCS experiences not more than once per calendar year. These adjustments shall be effective immediately and in no event later than sixty (60) days from the effective date of the change. Within thirty days of such adjustment, the Customers shall pay SBCS the net amount of any underpayments or SBCS shall credit the Customers the amount of any overpayments for the applicable period with respect to which such adjustment has been affected. SBCS shall advise the Customer(s) of all pending and subsequent effective rate adjustments.

(g) SBCS shall not increase or “mark-up” any government mandated charge above the amount established by statute or regulation including, but not limited to, the “payphone” surcharge.

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(h) If the price for the Services set forth in Schedule A is based upon “fair market value”, as opposed to FDC, SBCS will annually provide to Customer(s) a detailed analysis; including all calculations, rates, and prices comparing the pricing of the Customers’ usage to three (3) other agreements that are between eighty-five percent (85%) and one hundred and fifteen percent (115%) of Customer’s usage. The Customer(s), individually, shall have the option to choose what the Customer determines to be the most favorable pricing among any or all of the comparative agreements by service type. The comparative agreements shall all have been executed within the ninety days prior to the anniversary of this Agreement. If SBCS fails to comply with the forgoing, and make those rates, terms, or conditions available to the Customer(s); SBCS and the Customer(s) will agree to rely on the recommendations of a third party organization, to be mutually agreed upon, who will determine the appropriate improvements, if any, to the Agreement based on market research and benchmark data. The market research and benchmark data will derive from the best available tariffs, including custom tariffs.

(i) SBCS shall clearly state all charges, subject to the foregoing, and under no circumstances will the Customer(s) accept responsibility for any charges that are not clearly identified in Schedule A, or any amendments thereto.

(j) Pre-subscribed Inter-exchange Carrier Charges (“PICCs”) will be applied to the Customer’s invoice. The PICC charge can be found in the relevant Customer retail tariffs and will be applied on a pass-though charge without additional markups.

(k) The standard term associated with each Private Line, Frame Relay, ATM and Dedicated Access Line (DAL) Service is three (3) years. If Customer desires a term other than the standard three (3) year term, Customer will notify SBCS with the specific term at the time the Order for Service is placed. If Customer disconnects any Service within the first year, Customer will be liable for any termination liabilities that SBCS incurs for that Service during the balance of the initial year. SBCS will submit documentation to Customer for reimbursement of charges incurred for that period.

(l) Where scheduled on-net POP availability dates are later than when needed for DAL or Private Line Services, SBCS’ network provider will get off net or build on net facilities to the largest serving wire center (SWC) in each city. The Customer will be responsible to pay for the local access charge to get to that SWC. SBCS' network provider will pay to backhaul the service to their nearest Network Access Point (NAP) or switch. Where POPs are not planned, SBCS' network provider will get off net capacity to the largest SWC. The Customer will pay to get to that SWC. In most cases, SBCS network provider will pay to backhaul to their nearest NAP or switch. There may be instances where this arrangement cannot be accommodated or will be accommodated on an individual case basis in terms of pricing to ensure that excessive costs are not imposed upon SBCS’ network provider.

5. ORDERS FOR SERVICE

(a) Orders for Service requested hereunder shall be placed by each individual Customer. SBCS reserves the right not to accept an Order for Service under this Agreement if the Service is not available.

(a) SBCS will acknowledge receipt of an Order for Service on the next Business Day following receipt of the Order for Service, [the “Order Confirmation Document” (OCD)].

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(b) Within 24 hours of receipt of an Order for Service, an Order Confirmation will be sent to the Customer. If Services are available on-net, Services will be provided within thirty (30) business days. An FOC will be delivered within seven (7) days from the receipt of the Order Confirmation. If Services are only available off-net, an Order Confirmation will be sent within 24 hours of receipt of an Order for Service. Services will be provided within forty-five (45) days of receipt of the Order Confirmation and within ten (10) days prior to delivery of Services, a FOC will be sent to the Customer. SBCS will activate ANIs and Switched Toll Free Services within two (2) business days from receipt of the order. New or changes to existing DAL for Toll Free Services shall occur within two (2) business days of receipt of order.

(b) The FOC shall provide:(1) The Firm Due Date for each Service Ordered. SBCS shall make every commercially

reasonable effort to meet the requested Due Date.(2) If the terms of the FOC are different than set forth in the Order for Service and are

unacceptable to the individual Customer, such Customer may reject the FOC and advise SBCS within two (2) business days after receipt thereof.

6. DELIVERY.

SBCS shall schedule the delivery of the products and Services in accordance with the Due Date specified in the executed FOC. SBCS will accommodate two requested delays from each individual Customer as to the Due Date, provided that: (a) such delays do not exceed a total of thirty (30) business days from the Due Date set forth in the FOC, (b) SBCS receives such Customer requested delay in writing no later than ten (10) calendar days prior to the original Due Date, and (c) the individual Customer agrees to pay any additional reasonable charges resulting from such delay. If an individual Customer delays delivery of the products and Services for more than thirty (30) calendar days beyond the Due Date specified in the FOC, then SBCS shall invoice such Customer for all applicable charges for products and Services effective thirty (30) calendar days from the original agreed delivery date unless; SBCS receives such Customer’s written notice to cancel the affected products and Services on or before thirty (30) calendar days from the original Due Date. If the Customer cancels an Order for Service after costs have been incurred by SBCS, cancellation charges may apply.

7. SERVICE LEVEL COMMITMENTS, CREDITS AND ESCALATION PROCEDURES.

The attached Schedule B, entitled “Service Level Agreement”, sets forth SBCS’ commitments to the Customer(s) regarding the products and Services (excluding “Warranties”, which are set forth in the attached Schedule C, entitled “General Terms and Conditions”) and provides for; reports, escalation procedures and certain credits in the event that any of the Services fail to meet the level of commitment set forth in the Service level Agreement. SBCS will apply the applicable credit to the bill for the individual Service or circuit as set forth in Schedule B.

8. NETWORK OPTMIZATION.

SBCS is obliged at all times to optimize the efficiency and cost-effectiveness of its network Services. SBCS will review network efficiency routinely, and in no event less than semi-annually, and make recommendations (in writing) to the Customers for optimizing the Services. The Customer(s) have the right to audit SBCS’ performance of this obligation.

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9. TECHNOLOGY MIGRATION / SERVICES NOT OFFERED by SBCS.

If new technology or service offerings become available to the Customer(s) from any third party vendor whether or not a regulated or unregulated service, and cannot be provided by SBCS in a reasonable period of time and within a reasonable FDC or market price, SBCS will cooperate with the Customer(s) to obtain those services if any individual Customer elects to acquire such products and services.

10. FRAUDULENT USE.

SBCS shall at all times have in place automated mechanisms for detecting and eliminating Fraudulent use of its network Services. SBCS will monitor all of Customer voice lines that are PIC'd to SBCS, and all Alternate Billing Service (ABS, including Calling Card) calls carried on SBCS' network for suspected fraudulent activity. SBCS will work in good faith with SBC to detect and prevent suspected fraud in a timely manner. SBCS will credit billing accounts where fraud is substantiated in accordance with established SBCS policies. Customer will identify single point of contact personnel to be available during business hours, and out-of-business hours, to work with the Customer’s Corporate Fraud Center to investigate suspected fraudulent activity on SBC lines and accounts.

11. RESPONSIBILITIES of EACH INDIVIDUAL CUSTOMER.

(a) Each Customer shall: (i) at its own expense provide all necessary preparations required to comply with SBCS' installation and maintenance specifications (ii) be responsible for the costs of relocation of products and Services once installed, and (iii) provide to SBCS and to its suppliers reasonable access to each Customer’s premises to perform any acts required by an mutually acceptable FOC.

(b) Each Customer shall properly use the products and equipment relating to the Services and shall surrender SBCS-provided products and equipment upon expiration or termination of the Services. Each Customer shall be liable for any and all damages to products and equipment located on their premises excluding reasonable wear and tear, and damages caused by SBCS.

(c) Each Customer shall not nor shall it permit or assist others to: (i) use products and Services for any purpose other than that for which they are intended, or (ii) fail to maintain a suitable environment in accordance with the manufacturer's specifications which shall be provided by SBCS. Upon the occurrence of any of the above, SBCS shall be completely released from any liability or obligation (including any warranty or indemnity obligation) to such individual Customer relative to the products and Services; and such individual Customer shall be liable to SBCS for costs or damages incurred by SBCS resulting therefrom.

(d) Each Customer shall not, nor shall it permit or assist others, to abuse or fraudulently use products and Services, including but not limited to the following:

1. Obtaining or attempting to obtain Service(s) by any means or device with intent to avoid payment; or

2. Unauthorized access, alteration, destruction, or any attempt thereof, of any information of another SBCS customer, excluding the Customer(s), by any means or device; or

3. Using products and Services so as to interfere with the use of the SBCS network by other customers or authorized users, or in violation of the law or in aid of any unlawful act.

Upon the occurrence of any of the above, SBCS may suspend its performance and/or terminate the applicable executed FOC in accordance with the provisions of Section C-15, with no further obligation to the individual Customer.

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12. HARDWARE or SOFTWARE NOT PROVIDED by SBCS

(a) SBCS shall not be responsible for the installation, operation, or maintenance of hardware or software not provided by SBCS; nor shall SBCS be responsible for the transmission or reception of information by such hardware or software.

(b) Each individual Customer shall be responsible for the selection, use and compatibility of hardware or software not provided by SBCS. In the event that such hardware or software (subject to the foregoing exceptions) impairs the individual Customer’s use of the products and Services, such Customer shall nonetheless be liable for payment for products and Services. Upon notice from SBCS that the hardware or software not provided by SBCS is causing or is likely to cause hazard, interference, or service obstruction such individual Customer shall eliminate such hazard, interference, or service obstruction. SBCS reserves the right to disconnect the products and Services until such hazard, interference, or service obstruction is corrected. If requested by such individual Customer, SBCS may, at its rates set forth in Schedule A, less applicable discounts, troubleshoot difficulties caused by hardware or software not provided by SBCS.

(c) SBCS shall not be responsible if any changes in products and Services causes hardware or software, not provided by SBCS, to become obsolete, require modification or alteration, or otherwise affect performance of such hardware or software.

13. PROPERTY RIGHTS.

(a) SBCS grants to each individual Customer a non-exclusive and non-transferable license to use software, which may be provided with or included in the products and Services for the sole purpose of enabling the Customers to use such products and Services.

(b) Title and property rights to SBCS-provided software and equipment are and shall remain with SBCS or its suppliers, whether or not embedded in or attached to realty. Title and property rights to any ATM addresses, including but not limited to Network Service Access Point (NASP) addressees, assigned to each individual Customer by SBCS are and shall remain with SBCS.

(c) Each individual Customer recognizes that products and Services provided hereunder constitute valuable trade secrets of SBCS or its suppliers. Each individual Customer shall protect any software used by such Customer which is provided with or included in the products and Services, and shall make no attempt to examine, copy, alter, reverse engineer, tamper with, or otherwise misuse such software without the permission of SBCS.

14. GENERAL TERMS and CONDITIONS.

Other general terms and conditions applicable to this Agreement are set forth in the attached Schedule C, entitled “General Terms and Conditions”.

15. STATUTES.

(a) SBCS agrees that none of the Services it will provide hereunder, and none of the rates, charges, terms and conditions under which such Services are to be provided hereunder, violates any applicable federal, state, or foreign law, regulation or policy or any order, directive, restriction, or prohibition of any court or regulatory agency having jurisdiction. SBCS further agrees that all regulatory approvals, licenses, and certificates required in connection with the offering of any of the Services hereunder have been obtained, or will be

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obtained in sufficient time to permit the offering of Services hereunder at the times agreed to herein. Additionally, SBCS agrees that all filings required to be made with any governmental body in connection with the offering of Services hereunder have been made, or will have been made in sufficient time to permit the offerings of Services hereunder at the times agreed to herein. For these purposes, sufficient time shall mean a time period which, considering ordinary circumstances, would have been reasonably sufficient.

(b) SBCS acknowledges that such representations are an express inducement for each individual Customer to select SBCS and that the above representation is a fully binding and enforceable contract and that the Customers may rely upon such representation as such in any court or before any regulatory authority having jurisdiction.

(c) SBCS agrees that throughout the term of this Agreement, it will take all necessary steps to ensure that the Services offered hereunder and described herein, and the rates, charges, terms, and conditions set forth herein, remain in full compliance with all applicable laws, regulations, policies, orders, directives, restrictions, or prohibitions. SBCS further agrees to make all filings, including tariff filings, that may be required from time to time by any governmental body having jurisdiction to ensure that each individual Customer lawfully receives the Services offered in this Agreement pursuant to the rates, terms and conditions specified herein. Additionally, SBCS agrees that it will take no steps before governmental bodies that are designed to be expressly inconsistent with the provisions of this Agreement.

(d) SBCS agrees to indemnify and hold each individual Customer harmless from any direct out-of-pocket damages, penalties, surcharges, or other liabilities incurred as a result of any finding or ruling by a court or governmental body that the Services offered hereunder are not in compliance with applicable laws, regulations, policies, orders, directives, restrictions, or prohibitions, but not including any differential in recurring costs between Services offered hereunder and substitute services.

16. ORDER OF PRECEDENCE.

In the event of any inconsistency between this Agreement, the Schedules, the Attachments, the Exhibits, and the service-specific information contained on each Services Order or any executed FOC, such inconsistency will be resolved by giving precedence in the following order:

1. Specific Terms and Conditions set forth in Sections 1 thru 17 of this Agreement,2. General Terms and Conditions set forth in Schedule C, 3. Schedule B, entitled “Service Level Agreement”,4. Exhibit 1, entitled “Affiliate Transactions, Policies, Guidelines and Reporting Requirements”,5. Schedule A, entitled “Products, Services and Rates”,6. Service-specific information contained on each Order for Service,7. Exhibit 2, entitled “Non-Disclosure Agreement” and

17. ENTIRE AGREEMENT.

This Agreement, together with the referenced Schedules, Exhibit(s) and subordinate documents referenced herein, represents the entire agreement of the parties with respect to the subject matter stated herein, and supersedes all other previous agreements, understandings, statements, communications or representations, whether oral or written. This Agreement may not be modified, changed or amended without the prior written agreement of SBCS and SBC.

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IN WITNESS WHEREOF, SBCS and Customer, each acting with proper authority, have caused this Agreement to be executed, in duplicate counterparts, by their respective authorized representatives.

SOUTHWESTERN BELL PACIFIC BELL TELEPHONE COMPANY, COMMUNICATION SERVICES, INC. NEVADA BELL TELEPHONE COMPANY,

and SOUTHWESTERN BELL TELEPHONE COMPANY

Signature: Steven Grimm Signature: Gun Shim

Print Name: Steven Grimm for Print Name: Stephen G. Welch

Title: President, SBCLD Title: President- SBC Procurement

Date: June 6, 2000 Date: June 5, 2000

Approved As To FormAttorney: Bruce Ramsey 06/06/00

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Schedule A Agreement No. 00012603

AFFILIATE TRANSACTION AGREEMENTfor


SCHEDULE A

PRODUCTS, SERVICES and RATES

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International Usage- Switched

Country Country Access Affiliate Pricing(Switched -Outbound) Code Type First 30 Sec. Incremental First Incremental

0.02 30Sec 6Sec Minute MinuteAfghanistan 93 Switched $1.400 $0.140 $2.100 $1.40Albania 355 Switched $0.784 $0.078 $1.176 $0.78Algeria 213 Switched $0.483 $0.048 $0.725 $0.48American Samoa 684 Switched $0.560 $0.056 $0.840 $0.56Andorra 376 Switched $0.350 $0.035 $0.525 $0.35Angola 244 Switched $1.120 $0.112 $1.680 $1.12Anguilla 1 Switched $0.469 $0.047 $0.704 $0.47Antarctica/Scott 147 Switched $1.876 $0.188 $2.814 $1.88Antigua 1 Switched $0.455 $0.046 $0.683 $0.46Argentina 54 Switched $0.330 $0.033 $0.495 $0.33Armenia 374 Switched $0.840 $0.084 $1.260 $0.84Aruba 297 Switched $0.308 $0.031 $0.462 $0.31Ascension Island 247 Switched $0.980 $0.098 $1.470 $0.98Atlantic / E (Ships) 871 Switched $6.293 $0.629 $9.440 $6.29Atlantic / W (Ships) 874 Switched $6.293 $0.629 $9.440 $6.29Australia 61 Switched $0.105 $0.011 $0.158 $0.11Australian External Ter. 672 Switched $6.825 $0.683 $10.238 $6.83Austria 43 Switched $0.238 $0.024 $0.357 $0.24Azerbaijan 994 Switched $0.889 $0.089 $1.334 $0.89Bahamas 1 Switched $0.266 $0.027 $0.399 $0.27Bahrain 973 Switched $0.595 $0.060 $0.893 $0.60Bangladesh 880 Switched $0.882 $0.088 $1.323 $0.88Barbados 1 Switched $0.385 $0.039 $0.578 $0.39Belarus 375 Switched $0.504 $0.050 $0.756 $0.50Belgium 32 Switched $0.238 $0.024 $0.357 $0.24Belize 501 Switched $0.553 $0.055 $0.830 $0.55Benin 229 Switched $0.560 $0.056 $0.840 $0.56Bermuda 1 Switched $0.315 $0.032 $0.473 $0.32Bhutan 975 Switched $1.316 $0.132 $1.974 $1.32Bolivia 591 Switched $0.560 $0.056 $0.840 $0.56Bosnia & Herzegovina 387 Switched $0.560 $0.056 $0.840 $0.56Botswana 267 Switched $0.588 $0.059 $0.882 $0.59Brazil 55 Switched $0.219 $0.022 $0.329 $0.22British Virgin Islands 1 Switched $0.350 $0.035 $0.525 $0.35Brunei 673 Switched $0.602 $0.060 $0.903 $0.60Bulgaria 359 Switched $0.448 $0.045 $0.672 $0.45Burkina Faso 226 Switched $0.763 $0.076 $1.145 $0.76Burundi 257 Switched $1.260 $0.126 $1.890 $1.26Cambodia 855 Switched $1.400 $0.140 $2.100 $1.40Cameroon 237 Switched $0.700 $0.070 $1.050 $0.70Canada 1 Switched $0.080 $0.008 $0.120 $0.08Cape Verde Island 238 Switched $0.595 $0.060 $0.893 $0.60Cayman Island 1 Switched $0.420 $0.042 $0.630 $0.42Central African Rep. 236 Switched $1.120 $0.112 $1.680 $1.12

International Usage-Switched, continuedCountry Country Access Affiliate Pricing(Switched -Outbound) Code Type First 30 Sec. Incremental First Incremental

15


0.02 30Sec 6Sec Minute MinuteCentral African Rep. 236 Switched $1.120 $0.112 $1.680 $1.12Chad 235 Switched $1.764 $0.176 $2.646 $1.76Chile 56 Switched $0.350 $0.035 $0.525 $0.35China 86 Switched $0.354 $0.035 $0.531 $0.35Colombia 57 Switched $0.293 $0.029 $0.440 $0.29Comoros 269 Switched $1.330 $0.133 $1.995 $1.33Congo 242 Switched $0.798 $0.080 $1.197 $0.80Cook Islands 682 Switched $1.260 $0.126 $1.890 $1.26Costa Rica 506 Switched $0.392 $0.039 $0.588 $0.39Croatia 385 Switched $0.378 $0.038 $0.567 $0.38Cuba 53 Switched $0.581 $0.058 $0.872 $0.58Cyprus 357 Switched $0.399 $0.040 $0.599 $0.40Czech Republic 42 Switched $0.413 $0.041 $0.620 $0.41Denmark 45 Switched $0.238 $0.024 $0.357 $0.24Diego Garcia 246 Switched $1.043 $0.104 $1.565 $1.04Djibouti 253 Switched $0.840 $0.084 $1.260 $0.84Dominica 1 Switched $0.420 $0.042 $0.630 $0.42Dominican Republic 1 Switched $0.378 $0.038 $0.567 $0.38Ecuador 593 Switched $0.532 $0.053 $0.798 $0.53Egypt 20 Switched $0.616 $0.062 $0.924 $0.62El Salvador 503 Switched $0.315 $0.032 $0.473 $0.32Equatorial Guinea 240 Switched $1.400 $0.140 $2.100 $1.40Eritrea 291 Switched $0.889 $0.089 $1.334 $0.89Estonia 372 Switched $0.651 $0.065 $0.977 $0.65Ethiopia 251 Switched $0.770 $0.077 $1.155 $0.77Faeroe Islands 298 Switched $0.490 $0.049 $0.735 $0.49Falkland Islands 500 Switched $0.875 $0.088 $1.313 $0.88Fiji Islands 679 Switched $0.728 $0.073 $1.092 $0.73Finland 358 Switched $0.238 $0.024 $0.357 $0.24France 33 Switched $0.098 $0.010 $0.147 $0.10French Guiana 594 Switched $0.490 $0.049 $0.735 $0.49French Polynesia 689 Switched $0.980 $0.098 $1.470 $0.98Gabon 241 Switched $0.770 $0.077 $1.155 $0.77Gambia 220 Switched $0.469 $0.047 $0.704 $0.47Georgia 995 Switched $0.742 $0.074 $1.113 $0.74Germany 49 Switched $0.093 $0.009 $0.140 $0.09Ghana 233 Switched $0.525 $0.053 $0.788 $0.53Gibraltar 350 Switched $0.728 $0.073 $1.092 $0.73Greece 30 Switched $0.280 $0.028 $0.420 $0.28Greenland 299 Switched $0.455 $0.046 $0.683 $0.46Grenada 1 Switched $0.490 $0.049 $0.735 $0.49Guadeloupe St Martin 590 Switched $0.448 $0.045 $0.672 $0.45Guatemala 502 Switched $0.279 $0.028 $0.419 $0.28Guinea 224 Switched $0.735 $0.074 $1.103 $0.74Guinea Bissau 245 Switched $1.260 $0.126 $1.890 $1.26


0.02 30Sec 6Sec Minute MinuteGuyana 592 Switched $0.665 $0.067 $0.998 $0.67

16


Haiti 509 Switched $0.532 $0.053 $0.798 $0.53Honduras 504 Switched $0.429 $0.043 $0.644 $0.43Hong Kong 852 Switched $0.081 $0.008 $0.122 $0.08Hungary 36 Switched $0.364 $0.036 $0.546 $0.36Iceland 354 Switched $0.343 $0.034 $0.515 $0.34India 91 Switched $0.621 $0.062 $0.932 $0.62Indian Ocean (Ships) 873 Switched $6.293 $0.629 $9.440 $6.29Indonesia 62 Switched $0.357 $0.036 $0.536 $0.36INMARSAT Switched $6.825 $0.683 $10.238 $6.83Iran 98 Switched $0.636 $0.064 $0.954 $0.64Iraq 964 Switched $0.917 $0.092 $1.376 $0.92Ireland 353 Switched $0.119 $0.012 $0.179 $0.12Israel 972 Switched $0.153 $0.015 $0.230 $0.15Italy 39 Switched $0.136 $0.014 $0.204 $0.14Ivory Coast 225 Switched $0.882 $0.088 $1.323 $0.88Jamaica 1 Switched $0.511 $0.051 $0.767 $0.51Japan 81 Switched $0.108 $0.011 $0.162 $0.11Jordan 962 Switched $0.672 $0.067 $1.008 $0.67Kazakhstan 7 Switched $0.791 $0.079 $1.187 $0.79Kenya 254 Switched $0.616 $0.062 $0.924 $0.62Kiribati 686 Switched $0.910 $0.091 $1.365 $0.91Korea, North 850 Switched $2.310 $0.231 $3.465 $2.31Korea, South 82 Switched $0.144 $0.014 $0.216 $0.14Kuwait 965 Switched $0.672 $0.067 $1.008 $0.67Kyrgyzstan 7 Switched $1.015 $0.102 $1.523 $1.02Laos 856 Switched $1.743 $0.174 $2.615 $1.74Latvia 371 Switched $0.672 $0.067 $1.008 $0.67Lebanon 961 Switched $0.847 $0.085 $1.271 $0.85Lesotho 266 Switched $0.700 $0.070 $1.050 $0.70Liberia 231 Switched $0.469 $0.047 $0.704 $0.47Libya 218 Switched $0.679 $0.068 $1.019 $0.68Liechtenstein 423 Switched $0.238 $0.024 $0.357 $0.24Lithuania 370 Switched $0.854 $0.085 $1.281 $0.85Luxembourg 352 Switched $0.238 $0.024 $0.357 $0.24Macao 853 Switched $0.560 $0.056 $0.840 $0.56Macedonia 389 Switched $0.406 $0.041 $0.609 $0.41Madagascar 261 Switched $1.960 $0.196 $2.940 $1.96Malawi 265 Switched $0.490 $0.049 $0.735 $0.49Malaysia 60 Switched $0.192 $0.019 $0.288 $0.19Maldives 960 Switched $1.050 $0.105 $1.575 $1.05Mali Republic 223 Switched $0.742 $0.074 $1.113 $0.74Malta 356 Switched $0.504 $0.050 $0.756 $0.50Marshall Islands 692 Switched $0.630 $0.063 $0.945 $0.63Martinique 596 Switched $0.455 $0.046 $0.683 $0.46


0.02 30Sec 6Sec Minute MinuteMauritania 222 Switched $0.840 $0.084 $1.260 $0.84Mauritius 230 Switched $0.875 $0.088 $1.313 $0.88Mayotte Island 269 Switched $1.330 $0.133 $1.995 $1.33

17


Mexico Zone 1 Switched $0.200 $0.020 $0.300 $0.20Mexico Zone 2 Switched $0.200 $0.020 $0.300 $0.20

Micronesia 691 Switched $0.700 $0.070 $1.050 $0.70Moldova 373 Switched $0.875 $0.088 $1.313 $0.88Monaco 377 Switched $0.238 $0.024 $0.357 $0.24Mongolia 976 Switched $1.260 $0.126 $1.890 $1.26Montserrat 1 Switched $0.427 $0.043 $0.641 $0.43Morocco 212 Switched $0.630 $0.063 $0.945 $0.63Mozambique 258 Switched $0.896 $0.090 $1.344 $0.90Myanmar 95 Switched $1.519 $0.152 $2.279 $1.52Namibia 264 Switched $0.700 $0.070 $1.050 $0.70Nauru Island 674 Switched $0.840 $0.084 $1.260 $0.84Nepal 977 Switched $0.910 $0.091 $1.365 $0.91Netherlands 31 Switched $0.099 $0.010 $0.149 $0.10Netherl. Antilles 599 Switched $0.315 $0.032 $0.473 $0.32NETWORKS 881 Switched $6.825 $0.683 $10.238 $6.83NETWORKS 882 Switched $6.825 $0.683 $10.238 $6.83New Caledonia 687 Switched $1.029 $0.103 $1.544 $1.03New Zealand 64 Switched $0.357 $0.036 $0.536 $0.36Nicaragua 505 Switched $0.504 $0.050 $0.756 $0.50Niger 227 Switched $0.910 $0.091 $1.365 $0.91Nigeria 234 Switched $0.666 $0.067 $0.999 $0.67Niue 683 Switched $1.379 $0.138 $2.069 $1.38Norway 47 Switched $0.238 $0.024 $0.357 $0.24Oman 968 Switched $0.749 $0.075 $1.124 $0.75Pacific Ocean (Ships) 872 Switched $6.965 $0.697 $10.448 $6.97Pakistan 92 Switched $0.903 $0.090 $1.355 $0.90Palau 680 Switched $0.910 $0.091 $1.365 $0.91Panama 507 Switched $0.490 $0.049 $0.735 $0.49Papua New Guinea 675 Switched $0.742 $0.074 $1.113 $0.74Paraguay 595 Switched $0.644 $0.064 $0.966 $0.64Peru 51 Switched $0.416 $0.042 $0.624 $0.42Philippines 63 Switched $0.305 $0.031 $0.458 $0.31Poland 48 Switched $0.406 $0.041 $0.609 $0.41Portugal 351 Switched $0.245 $0.025 $0.368 $0.25Qatar 974 Switched $0.770 $0.077 $1.155 $0.77Reunion Island 262 Switched $0.735 $0.074 $1.103 $0.74Romania 40 Switched $0.609 $0.061 $0.914 $0.61Russia 7 Switched $0.791 $0.079 $1.187 $0.79Rwanda 250 Switched $0.833 $0.083 $1.250 $0.83San Marino 378 Switched $0.700 $0.070 $1.050 $0.70Sao Tome & Principe 239 Switched $1.127 $0.113 $1.691 $1.13


0.02 30Sec 6Sec Minute MinuteSaudi Arabia 966 Switched $0.615 $0.062 $0.923 $0.62Senegal Republic 221 Switched $0.945 $0.095 $1.418 $0.95Seychelles Republic 248 Switched $1.120 $0.112 $1.680 $1.12

18


Sierra Leone 232 Switched $0.875 $0.088 $1.313 $0.88Singapore 65 Switched $0.172 $0.017 $0.258 $0.17

Slovakia 421 Switched $0.413 $0.041 $0.620 $0.41Slovenia 386 Switched $0.434 $0.043 $0.651 $0.43Solomon Islands 677 Switched $0.910 $0.091 $1.365 $0.91Somalia 252 Switched $1.190 $0.119 $1.785 $1.19South Africa 27 Switched $0.371 $0.037 $0.557 $0.37Spain 34 Switched $0.141 $0.014 $0.212 $0.14Sri Lanka 94 Switched $0.910 $0.091 $1.365 $0.91St. Helena 1 Switched $0.980 $0.098 $1.470 $0.98St. Kitts/Nevis 1 Switched $0.462 $0.046 $0.693 $0.46St. Lucia 1 Switched $0.448 $0.045 $0.672 $0.45St. Pier & Miquelon 508 Switched $0.560 $0.056 $0.840 $0.56St. Vincent 1 Switched $0.420 $0.042 $0.630 $0.42Sudan 249 Switched $0.973 $0.097 $1.460 $0.97Suriname 597 Switched $0.875 $0.088 $1.313 $0.88Swaziland 268 Switched $0.560 $0.056 $0.840 $0.56Sweden 46 Switched $0.238 $0.024 $0.357 $0.24Switzerland 41 Switched $0.107 $0.011 $0.161 $0.11Syria 963 Switched $0.896 $0.090 $1.344 $0.90Taiwan 886 Switched $0.135 $0.014 $0.203 $0.14Tajikistan 992 Switched $0.875 $0.088 $1.313 $0.88Tanzania 255 Switched $0.644 $0.064 $0.966 $0.64Thailand 66 Switched $0.365 $0.037 $0.548 $0.37Togo 228 Switched $0.770 $0.077 $1.155 $0.77Tokelau 690 Switched $6.825 $0.683 $10.238 $6.83Tonga Island 676 Switched $1.106 $0.111 $1.659 $1.11Trinidad & Tobago 1 Switched $0.455 $0.046 $0.683 $0.46Tunisia 216 Switched $0.553 $0.055 $0.830 $0.55Turkey 90 Switched $0.413 $0.041 $0.620 $0.41Turkmenistan 7 Switched $0.840 $0.084 $1.260 $0.84Turks & Caicos Isls. 1 Switched $0.595 $0.060 $0.893 $0.60Tuvalu 688 Switched $1.295 $0.130 $1.943 $1.30Uganda 256 Switched $0.574 $0.057 $0.861 $0.57Ukraine 380 Switched $0.511 $0.051 $0.767 $0.51United Arab Emirates 971 Switched $0.644 $0.064 $0.966 $0.64United Kingdom 44 Switched $0.065 $0.007 $0.098 $0.07Uruguay 598 Switched $0.539 $0.054 $0.809 $0.54Uzbekistan 998 Switched $0.910 $0.091 $1.365 $0.91Vanuatu 678 Switched $1.694 $0.169 $2.541 $1.69Vatican City 39 Switched $0.238 $0.024 $0.357 $0.24


0.02 30Sec 6Sec Minute MinuteVenezuela 58 Switched $0.279 $0.028 $0.419 $0.28Vietnam 84 Switched $0.851 $0.085 $1.277 $0.85Wallis/Futuna Isls. 681 Switched $1.820 $0.182 $2.730 $1.82Western Samoa 685 Switched $0.840 $0.084 $1.260 $0.84

19


Yemen 967 Switched $0.686 $0.069 $1.029 $0.69Yugoslavia 381 Switched $0.560 $0.056 $0.840 $0.56Zaire 243 Switched $0.560 $0.056 $0.840 $0.56Zambia 260 Switched $0.560 $0.056 $0.840 $0.56Zimbabwe 263 Switched $0.553 $0.055 $0.830 $0.55

International Usage- DedicatedCountry Country Access Affiliate Pricing

(Dedicated-Outbound) Code Type First 30 Sec. Incremental First Incremental0.02 30Sec 6Sec Minute Minute

Afghanistan 93 Dedicated $1.386 $0.139 $2.079 $1.39Albania 355 Dedicated $0.770 $0.077 $1.155 $0.77Algeria 213 Dedicated $0.469 $0.047 $0.704 $0.47American Samoa 684 Dedicated $0.546 $0.055 $0.819 $0.55Andorra 376 Dedicated $0.336 $0.034 $0.504 $0.34

20


Angola 244 Dedicated $1.106 $0.111 $1.659 $1.11Anguilla 1 Dedicated $0.455 $0.046 $0.683 $0.46Antarctica/Scott 147 Dedicated $1.862 $0.186 $2.793 $1.86Antigua 1 Dedicated $0.441 $0.044 $0.662 $0.44Argentina 54 Dedicated $0.310 $0.031 $0.465 $0.31Armenia 374 Dedicated $0.826 $0.083 $1.239 $0.83Aruba 297 Dedicated $0.294 $0.029 $0.441 $0.29Ascension Island 247 Dedicated $0.966 $0.097 $1.449 $0.97Atlantic / E (Ships) 871 Dedicated $6.279 $0.628 $9.419 $6.28Atlantic / W (Ships) 874 Dedicated $6.279 $0.628 $9.419 $6.28Australia 61 Dedicated $0.085 $0.009 $0.128 $0.09Australian External Ter. 672 Dedicated $6.811 $0.681 $10.217 $6.81Austria 43 Dedicated $0.224 $0.022 $0.336 $0.22Azerbaijan 994 Dedicated $0.875 $0.088 $1.313 $0.88Bahamas 1 Dedicated $0.252 $0.025 $0.378 $0.25Bahrain 973 Dedicated $0.581 $0.058 $0.872 $0.58Bangladesh 880 Dedicated $0.868 $0.087 $1.302 $0.87Barbados 1 Dedicated $0.371 $0.037 $0.557 $0.37Belarus 375 Dedicated $0.490 $0.049 $0.735 $0.49Belgium 32 Dedicated $0.224 $0.022 $0.336 $0.22Belize 501 Dedicated $0.539 $0.054 $0.809 $0.54Benin 229 Dedicated $0.546 $0.055 $0.819 $0.55Bermuda 1 Dedicated $0.301 $0.030 $0.452 $0.30Bhutan 975 Dedicated $1.302 $0.130 $1.953 $1.30Bolivia 591 Dedicated $0.546 $0.055 $0.819 $0.55Bosnia & Herzegovina 387 Dedicated $0.546 $0.055 $0.819 $0.55Botswana 267 Dedicated $0.574 $0.057 $0.861 $0.57Brazil 55 Dedicated $0.199 $0.020 $0.299 $0.20British Virgin Islands 1 Dedicated $0.336 $0.034 $0.504 $0.34Brunei 673 Dedicated $0.588 $0.059 $0.882 $0.59Bulgaria 359 Dedicated $0.434 $0.043 $0.651 $0.43Burkina Faso 226 Dedicated $0.749 $0.075 $1.124 $0.75Burundi 257 Dedicated $1.246 $0.125 $1.869 $1.25Cambodia 855 Dedicated $1.386 $0.139 $2.079 $1.39Cameroon 237 Dedicated $0.686 $0.069 $1.029 $0.69Canada 1 Dedicated $0.060 $0.006 $0.090 $0.06Cape Verde Island 238 Dedicated $0.581 $0.058 $0.872 $0.58Cayman Island 1 Dedicated $0.406 $0.041 $0.609 $0.41Central African Rep. 236 Dedicated $1.106 $0.111 $1.659 $1.11

International Usage- Dedicated, continuedCountry Country Access Affiliate Pricing


Chad 235 Dedicated $1.750 $0.175 $2.625 $1.75Chile 56 Dedicated $0.336 $0.034 $0.504 $0.34China 86 Dedicated $0.334 $0.033 $0.501 $0.33Colombia 57 Dedicated $0.273 $0.027 $0.410 $0.27Comoros 269 Dedicated $1.316 $0.132 $1.974 $1.32Congo 242 Dedicated $0.784 $0.078 $1.176 $0.78Cook Islands 682 Dedicated $1.246 $0.125 $1.869 $1.25

21


Costa Rica 506 Dedicated $0.378 $0.038 $0.567 $0.38Croatia 385 Dedicated $0.364 $0.036 $0.546 $0.36Cuba 53 Dedicated $0.567 $0.057 $0.851 $0.57Cyprus 357 Dedicated $0.385 $0.039 $0.578 $0.39Czech Republic 420 Dedicated $0.399 $0.040 $0.599 $0.40Denmark 45 Dedicated $0.224 $0.022 $0.336 $0.22Diego Garcia 246 Dedicated $1.029 $0.103 $1.544 $1.03Djibouti 253 Dedicated $0.826 $0.083 $1.239 $0.83Dominica 1 Dedicated $0.406 $0.041 $0.609 $0.41Dominican Republic 1 Dedicated $0.364 $0.036 $0.546 $0.36Ecuador 593 Dedicated $0.518 $0.052 $0.777 $0.52Egypt 20 Dedicated $0.602 $0.060 $0.903 $0.60El Salvador 503 Dedicated $0.295 $0.030 $0.443 $0.30Equatorial Guinea 240 Dedicated $1.386 $0.139 $2.079 $1.39Eritrea 291 Dedicated $0.875 $0.088 $1.313 $0.88Estonia 372 Dedicated $0.637 $0.064 $0.956 $0.64Ethiopia 251 Dedicated $0.756 $0.076 $1.134 $0.76Faeroe Islands 500 Dedicated $0.476 $0.048 $0.714 $0.48Falkland Islands 298 Dedicated $0.861 $0.086 $1.292 $0.86Fiji Islands 679 Dedicated $0.714 $0.071 $1.071 $0.71Finland 358 Dedicated $0.224 $0.022 $0.336 $0.22France 33 Dedicated $0.078 $0.008 $0.117 $0.08French Guiana 594 Dedicated $0.476 $0.048 $0.714 $0.48French Polynesia 689 Dedicated $0.966 $0.097 $1.449 $0.97Gabon 241 Dedicated $0.756 $0.076 $1.134 $0.76Gambia 220 Dedicated $0.455 $0.046 $0.683 $0.46Georgia 995 Dedicated $0.728 $0.073 $1.092 $0.73Germany 49 Dedicated $0.073 $0.007 $0.110 $0.07Ghana 233 Dedicated $0.511 $0.051 $0.767 $0.51Gibraltar 350 Dedicated $0.714 $0.071 $1.071 $0.71Greece 30 Dedicated $0.266 $0.027 $0.399 $0.27Greenland 299 Dedicated $0.441 $0.044 $0.662 $0.44Grenada 1 Dedicated $0.476 $0.048 $0.714 $0.48Guadeloupe St Martin 590 Dedicated $0.434 $0.043 $0.651 $0.43Guatemala 502 Dedicated $0.259 $0.026 $0.389 $0.26Guinea 224 Dedicated $0.721 $0.072 $1.082 $0.72

International Usage- Dedicated, continued Country Country Access Affiliate Pricing


Guinea Bissau 245 Dedicated $1.246 $0.125 $1.869 $1.25Guyana 592 Dedicated $0.645 $0.065 $0.968 $0.65Haiti 509 Dedicated $0.518 $0.052 $0.777 $0.52Honduras 504 Dedicated $0.409 $0.041 $0.614 $0.41Hong Kong 852 Dedicated $0.061 $0.006 $0.092 $0.06Hungary 36 Dedicated $0.350 $0.035 $0.525 $0.35Iceland 354 Dedicated $0.329 $0.033 $0.494 $0.33India 91 Dedicated $0.601 $0.060 $0.902 $0.60Indian Ocean (Ships) 873 Dedicated $6.279 $0.628 $9.419 $6.28

22


Indonesia 62 Dedicated $0.337 $0.034 $0.506 $0.34INMARSAT Dedicated $6.811 $0.681 $10.217 $6.81Iran 98 Dedicated $0.616 $0.062 $0.924 $0.62Iraq 964 Dedicated $0.903 $0.090 $1.355 $0.90Ireland 353 Dedicated $0.099 $0.010 $0.149 $0.10Israel 972 Dedicated $0.133 $0.013 $0.200 $0.13Italy 39 Dedicated $0.116 $0.012 $0.174 $0.12Ivory Coast 225 Dedicated $0.868 $0.087 $1.302 $0.87Jamaica 1 Dedicated $0.497 $0.050 $0.746 $0.50Japan 81 Dedicated $0.088 $0.009 $0.132 $0.09Jordan 962 Dedicated $0.658 $0.066 $0.987 $0.66Kazakhstan 7 Dedicated $0.777 $0.078 $1.166 $0.78Kenya 254 Dedicated $0.602 $0.060 $0.903 $0.60Kiribati 686 Dedicated $0.896 $0.090 $1.344 $0.90Korea, North 82 Dedicated $2.296 $0.230 $3.444 $2.30Korea, South 850 Dedicated $0.124 $0.012 $0.186 $0.12Kuwait 965 Dedicated $0.658 $0.066 $0.987 $0.66Kyrgyzstan 7 Dedicated $1.001 $0.100 $1.502 $1.00Laos 856 Dedicated $1.729 $0.173 $2.594 $1.73Latvia 371 Dedicated $0.658 $0.066 $0.987 $0.66Lebanon 961 Dedicated $0.833 $0.083 $1.250 $0.83Lesotho 266 Dedicated $0.686 $0.069 $1.029 $0.69Liberia 231 Dedicated $0.455 $0.046 $0.683 $0.46Libya 218 Dedicated $0.665 $0.067 $0.998 $0.67Liechtenstein 41 Dedicated $0.224 $0.022 $0.336 $0.22Lithuania 370 Dedicated $0.840 $0.084 $1.260 $0.84Luxembourg 352 Dedicated $0.224 $0.022 $0.336 $0.22Macao 853 Dedicated $0.546 $0.055 $0.819 $0.55Macedonia 389 Dedicated $0.392 $0.039 $0.588 $0.39Madagascar 261 Dedicated $1.946 $0.195 $2.919 $1.95Malawi 265 Dedicated $0.476 $0.048 $0.714 $0.48Malaysia 60 Dedicated $0.172 $0.017 $0.258 $0.17Maldives 960 Dedicated $1.036 $0.104 $1.554 $1.04Mali Republic 223 Dedicated $0.728 $0.073 $1.092 $0.73

International Usage-Dedicated, continuedCountry Country Access Affiliate Pricing


Malta 356 Dedicated $0.490 $0.049 $0.735 $0.49Marshall Islands 692 Dedicated $0.616 $0.062 $0.924 $0.62Martinique 596 Dedicated $0.441 $0.044 $0.662 $0.44Mauritania 222 Dedicated $0.826 $0.083 $1.239 $0.83Mauritius 230 Dedicated $0.861 $0.086 $1.292 $0.86Mayotte Island 269 Dedicated $1.316 $0.132 $1.974 $1.32Mexico Zone 1 Dedicated $0.180 $0.018 $0.270 $0.18Mexico Zone 2 Dedicated $0.180 $0.018 $0.270 $0.18Micronesia 691 Dedicated $0.686 $0.069 $1.029 $0.69Moldova 373 Dedicated $0.861 $0.086 $1.292 $0.86Monaco 377 Dedicated $0.224 $0.022 $0.336 $0.22Mongolia 976 Dedicated $1.246 $0.125 $1.869 $1.25

23


Montserrat 1 Dedicated $0.413 $0.041 $0.620 $0.41Morocco 212 Dedicated $0.616 $0.062 $0.924 $0.62

Mozambique 258 Dedicated $0.882 $0.088 $1.323 $0.88Myanmar 95 Dedicated $1.505 $0.151 $2.258 $1.51Namibia 264 Dedicated $0.686 $0.069 $1.029 $0.69Nauru Island 674 Dedicated $0.826 $0.083 $1.239 $0.83Nepal 977 Dedicated $0.896 $0.090 $1.344 $0.90Netherlands 31 Dedicated $0.079 $0.008 $0.119 $0.08Netherl. Antilles 599 Dedicated $0.301 $0.030 $0.452 $0.30NETWORKS 881 Dedicated $6.811 $0.681 $10.217 $6.81NETWORKS 882 Dedicated $6.811 $0.681 $10.217 $6.81New Caledonia 687 Dedicated $1.015 $0.102 $1.523 $1.02New Zealand 64 Dedicated $0.343 $0.034 $0.515 $0.34Nicaragua 505 Dedicated $0.490 $0.049 $0.735 $0.49Niger 227 Dedicated $0.896 $0.090 $1.344 $0.90Nigeria 234 Dedicated $0.646 $0.065 $0.969 $0.65Niue 683 Dedicated $1.365 $0.137 $2.048 $1.37Norway 47 Dedicated $0.224 $0.022 $0.336 $0.22Oman 968 Dedicated $0.735 $0.074 $1.103 $0.74Pacific Ocean (Ships) 872 Dedicated $6.951 $0.695 $10.427 $6.95Pakistan 92 Dedicated $0.889 $0.089 $1.334 $0.89Palau 680 Dedicated $0.896 $0.090 $1.344 $0.90Panama 507 Dedicated $0.476 $0.048 $0.714 $0.48Papua New Guinea 675 Dedicated $0.728 $0.073 $1.092 $0.73Paraguay 595 Dedicated $0.630 $0.063 $0.945 $0.63Peru 51 Dedicated $0.396 $0.040 $0.594 $0.40Philippines 63 Dedicated $0.285 $0.029 $0.428 $0.29Poland 48 Dedicated $0.392 $0.039 $0.588 $0.39Portugal 351 Dedicated $0.231 $0.023 $0.347 $0.23Qatar 974 Dedicated $0.756 $0.076 $1.134 $0.76Reunion Island 262 Dedicated $0.721 $0.072 $1.082 $0.72Romania 40 Dedicated $0.595 $0.060 $0.893 $0.60

International Usage – Dedicated, continued

Country Country Access Affiliate Pricing(Dedicated-Outbound) Code Type First 30 Sec. Incremental First Incremental

0.02 30Sec 6Sec Minute MinuteRussia 7 Dedicated $0.777 $0.078 $1.166 $0.78Rwanda 250 Dedicated $0.819 $0.082 $1.229 $0.82San Marino 378 Dedicated $0.686 $0.069 $1.029 $0.69Sao Tome & Principe 239 Dedicated $1.113 $0.111 $1.670 $1.11Saudi Arabia 966 Dedicated $0.595 $0.060 $0.893 $0.60Senegal Republic 221 Dedicated $0.931 $0.093 $1.397 $0.93Seychelles Republic 248 Dedicated $1.106 $0.111 $1.659 $1.11Sierra Leone 232 Dedicated $0.861 $0.086 $1.292 $0.86Singapore 65 Dedicated $0.152 $0.015 $0.228 $0.15Slovakia 421 Dedicated $0.399 $0.040 $0.599 $0.40Slovenia 386 Dedicated $0.420 $0.042 $0.630 $0.42Solomon Islands 677 Dedicated $0.896 $0.090 $1.344 $0.90

24


Somalia 252 Dedicated $1.176 $0.118 $1.764 $1.18South Africa 27 Dedicated $0.357 $0.036 $0.536 $0.36Spain 34 Dedicated $0.121 $0.012 $0.182 $0.12Sri Lanka 94 Dedicated $0.896 $0.090 $1.344 $0.90St. Helena 508 Dedicated $0.966 $0.097 $1.449 $0.97St. Kitts/Nevis 1 Dedicated $0.448 $0.045 $0.672 $0.45St. Lucia 1 Dedicated $0.434 $0.043 $0.651 $0.43St. Pier & Miquelon 1 Dedicated $0.546 $0.055 $0.819 $0.55St. Vincent 1 Dedicated $0.406 $0.041 $0.609 $0.41Sudan 249 Dedicated $0.959 $0.096 $1.439 $0.96Suriname 597 Dedicated $0.861 $0.086 $1.292 $0.86Swaziland 268 Dedicated $0.546 $0.055 $0.819 $0.55Sweden 46 Dedicated $0.224 $0.022 $0.336 $0.22Switzerland 41 Dedicated $0.087 $0.009 $0.131 $0.09Syria 963 Dedicated $0.882 $0.088 $1.323 $0.88Taiwan 886 Dedicated $0.115 $0.012 $0.173 $0.12Tajikistan 7 Dedicated $0.861 $0.086 $1.292 $0.86Tanzania 255 Dedicated $0.630 $0.063 $0.945 $0.63Thailand 66 Dedicated $0.345 $0.035 $0.518 $0.35Togo 228 Dedicated $0.756 $0.076 $1.134 $0.76Tokelau 690 Dedicated $6.811 $0.681 $10.217 $6.81Tonga Island 676 Dedicated $1.092 $0.109 $1.638 $1.09Trinidad & Tobago 1 Dedicated $0.441 $0.044 $0.662 $0.44Tunisia 216 Dedicated $0.539 $0.054 $0.809 $0.54Turkey 90 Dedicated $0.399 $0.040 $0.599 $0.40Turkmenistan 7 Dedicated $0.826 $0.083 $1.239 $0.83Turks & Caicos Isls. 1 Dedicated $0.581 $0.058 $0.872 $0.58Tuvalu 688 Dedicated $1.281 $0.128 $1.922 $1.28Uganda 256 Dedicated $0.560 $0.056 $0.840 $0.56Ukraine 380 Dedicated $0.497 $0.050 $0.746 $0.50

International Usage-Dedicated, continued

Country Country Access Affiliate Pricing(Dedicated-Outbound) Code Type First 30 Sec. Incremental First Incremental

0.02 30Sec 6Sec Minute MinuteUnited Arab Emirates 971 Dedicated $0.630 $0.063 $0.945 $0.63United Kingdom 44 Dedicated $0.045 $0.005 $0.068 $0.05Uruguay 598 Dedicated $0.525 $0.053 $0.788 $0.53Uzbekistan 7 Dedicated $0.896 $0.090 $1.344 $0.90Vanuatu 678 Dedicated $1.680 $0.168 $2.520 $1.68Vatican City 39 Dedicated $0.224 $0.022 $0.336 $0.22Venezuela 58 Dedicated $0.259 $0.026 $0.389 $0.26Vietnam 84 Dedicated $0.831 $0.083 $1.247 $0.83Wallis/Futuna Isls. 681 Dedicated $1.806 $0.181 $2.709 $1.81Western Samoa 685 Dedicated $0.826 $0.083 $1.239 $0.83Yemen 967 Dedicated $0.672 $0.067 $1.008 $0.67Yugoslavia 381 Dedicated $0.546 $0.055 $0.819 $0.55Zaire 243 Dedicated $0.546 $0.055 $0.819 $0.55Zambia 260 Dedicated $0.546 $0.055 $0.819 $0.55

25


Zimbabwe 263 Dedicated $0.539 $0.054 $0.809 $0.54

26


Usage Charge Summary

SBCLD Affiliate Pricing - RevisedCalling area ----->

Interstate Rates

Intrastate

Alabama

Intrastate Alaska

Intrastate

Arizona

Intrastate Arkansas

Intrastate Californi

a

Intrastate

Colorado

Intrastate CT-

CT

Intrastate

Delaware

Intrastate

Florida

Intrastate -

Georgia

Intrastate

Hawaii

Intrastate

Idaho

Intrastate

Illinois

Intrastate

Indiana

Intrastate Iowa

Switched* $ 0.048

$ 0.072

$ 0.138

$ 0.072

$ 0.084

$ 0.048

$ 0.090

$ 0.054

$ 0.072

$ 0.072

$ 0.072

$ 0.090

$ 0.090

$ 0.060

$ 0.066

$ 0.072

Dedicated** $ 0.030

$ 0.054

$ 0.090

$ 0.054

$ 0.060

$ 0.030

$ 0.072

$ 0.036

$ 0.054

$ 0.054

$ 0.054

$ 0.072

$ 0.072

$ 0.036

$ 0.042

$ 0.054

Calling area ----->

Intrastate Kansas

Intrastate

Kentucky

Intrastate Louisian

a

Intrastate

Maine

Intrastate Maryland

Intrastate Mass

Intrastate

Michigan

Intrastate

Minnesota

Intrastate

Miss

Intrastate

Missouri

Intrastate

Montana

Intrastate

Nebraska

Intrastate

Nevada

Intrastate New Hamps

hire

Intrastate New Jersey

Intrastate New Mexico

Switched* $ 0.072

$ 0.072

$ 0.072

$ 0.144

$ 0.072

$ 0.072

$ 0.054

$ 0.072

$ 0.072

$ 0.108

$ 0.072

$ 0.072

$ 0.054

$ 0.054

$ 0.072

$ 0.060

Dedicated** $ 0.048

$ 0.054

$ 0.054

$ 0.126

$ 0.054

$ 0.054

$ 0.036

$ 0.054

$ 0.054

$ 0.060

$ 0.054

$ 0.054

$ 0.036

$ 0.036

$ 0.054

$ 0.042

Calling area ----->

Intrastate New York

Intrastate

North Carolin

a

Intrastate North

Dakota

Intrastate Ohio

Intrastate Oklahom

a

Intrastate Oregon

Intrastate PA-

PA

Intrastate

Rhode Island

Intrastate

South Carolin

a

Intrastate

South Dakota

Intrastate

Tennessee

Intrastate

Texas

Intrastate

Utah

Intrastate

Virginia

Intrastate

Vermont

Intrastate

Washington

Switched* $ 0.072

$ 0.072

$ 0.090

$ 0.054

$ 0.054

$ 0.072

$ 0.072

$ 0.090

$ 0.072

$ 0.072

$ 0.072

$ 0.072

$ 0.072

$ 0.072

$ 0.060

$ 0.072

Dedicated** $ 0.054

$ 0.054

$ 0.072

$ 0.036

$ 0.036

$ 0.054

$ 0.054

$ 0.072

$ 0.054

$ 0.054

$ 0.054

$ 0.042

$ 0.054

$ 0.054

$ 0.042

$ 0.054

27


Usage Charge Summary

Calling area ----->

Intrastate Wisconsin

Intrastate

West Virginia

Intrastate

Wyoming

Canada Toll free Only

Switched* $ 0.048

$ 0.072

$ 0.072

$0.30

Dedicated** $ 0.036

$ 0.054

$ 0.054

$0.28

* The switched usage rates are for Switched 1+, OA, Switched TFS and Proprietary Calling Card Services. These usage rates are per minute rates with an 18 second minimum with 1 second increments thereafter. A payphone surcharge of $0.25 per call applies to all calling card calls originating from a payphone.

** The dedicated usage rates are dedicated outbound voice and dedicated toll free service. These usage rates are per minute rates with an 18 second minimum and 1 second increments thereafter.

28


Official Company ServicesOperator Services, Directory Assistance and Calling Card Service Charges

0+, 00, 01+, 101XXX+ and (8XX-XXX-XXXX LD Access)Jurisdiction Intrastate

NV - NVIntrastate CA - CA

Intrastate OK - OK

Intrastate TX-

TX

Intrastate KS - KS

Intrastate MO - MO

Intrastate AR - AR

Intrastate IL - IL

Intrastate IN - IN

Intrastate MI - MI

Intrastate OH - OH

Intrastate WI - WI

Intrastate CT - CT

Interstate

US - Canada

.

US - Mexico

US - Caribbe

an

US - Asia /

Oceania

US - Intern.

all other

Call TypeCollect Operator Assisted

$ 2.50

$ 2.25

$ 2.15

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 3.25

$ 2.85

$ 2.35

$ 2.35

$ 3.25

$ 3.00

$ 3.45

$ 2.75

N/A N/A N/A N/A

Operator Dialed

$ 3.00

$ 3.00

$ 3.15

$ 3.30

$ 3.25

$ 3.25

$ 3.25

$ 4.25

$ 3.85

$ 2.85

$ 2.85

$ 4.25

$ 4.00

$ 4.60

$ 3.90

N/A N/A N/A N/A

Fully Automated

$ 2.50

$ 1.05

$ 2.15

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 3.25

$ 2.85

$ 2.35

$ 2.35

$ 3.25

$ 3.00

$ 3.45

$ 2.75

N/A N/A N/A N/A

Deaf and Disabled

$ 2.50

$ 1.05

$ 2.15

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 3.25

$ 2.85

$ 2.35

$ 2.35

$ 3.25

$ 3.00

$ 3.45

$ 2.75

N/A N/A N/A N/A

Third Party Operator Assisted

$ 2.50

$ 2.25

$ 2.25

$ 2.95

$ 2.45

$ 2.35

$ 2.45

$ 3.25

$ 2.85

$ 2.35

$ 2.35

$ 3.25

$ 3.00

$ 3.45

$ 2.75

$ 2.75

$ 7.50

$ 7.50

$ 7.50

Operator Dialed

$ 3.00

$ 3.00

$ 3.25

$ 3.95

$ 3.45

$ 3.35

$ 3.45

$ 4.25

$ 3.85

$ 2.85

$ 2.85

$ 4.25

$ 4.00

$ 4.60

$ 3.90

$ 3.90

$ 7.50

$ 7.50

$ 7.50

Fully Automated

$ 2.50

$ 1.05

$ 2.25

$ 2.95

$ 2.45

$ 2.35

$ 2.45

$ 3.25

$ 2.85

$ 2.35

$ 2.35

$ 3.25

$ 3.00

$ 3.45

$ 2.75

$ 2.75

$ 7.50

$ 7.50

$ 7.50

Deaf and Disabled

$ 2.50

$ 1.05

$ 2.25

$ 2.95

$ 2.45

$ 2.35

$ 2.45

$ 3.25

$ 2.85

$ 2.35

$ 2.35

$ 3.25

$ 3.00

$ 3.45

$ 2.75

$ 2.75

$ 7.50

$ 7.50

$ 7.50

Sent Paid Operator Assisted

$ 2.50

$ 1.05

$ 2.15

$ 2.30

$ 2.45

$ 2.35

$ 2.45

$ 3.25

$ 2.85

$ 2.35

$ 2.35

$ 3.25

$ 3.00

$ 3.45

$ 2.75

$ 2.75

$ 5.00

$ 5.00

$ 5.00

Operator Dialed

$ 3.00

$ 2.55

$ 3.15

$ 3.30

$ 3.45

$ 3.35

$ 3.45

$ 4.25

$ 3.85

$ 2.85

$ 2.85

$ 4.25

$ 4.00

$ 4.60

$ 3.90

$ 3.90

$ 5.00

$ 5.00

$ 5.00

Deaf and Disabled

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

Person-to-Person Operator Assisted

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 7.50

$ 5.00

$ 4.25

$ 7.50

$ 7.50

$ 7.50

Operator Dialed

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 7.50

$ 5.00

$ 4.25

$ 7.50

$ 7.50

$ 7.50

Fully Automated

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 4.50

$ 7.50

$ 5.00

$ 4.25

$ 7.50

$ 7.50

$ 7.50

29


Official Company ServicesOperator Services, Directory Assistance and Calling Card Service Charges

0+, 00, 01+, 101XXX+ and (8XX-XXX-XXXX LD Access)Jurisdiction Intrastate

NV - NVIntrastate CA - CA

Intrastate OK - OK

Intrastate TX-

TX

Intrastate KS - KS

Intrastate MO - MO

Intrastate AR - AR

Intrastate IL - IL

Intrastate IN - IN

Intrastate MI - MI

Intrastate OH - OH

Intrastate WI - WI

Intrastate CT - CT

Interstate

US - Canada

.

US - Mexico

US - Caribbe

an

US - Asia /

Oceania

US - Intern.

all other

LEC Calling Card Fully Automated

$ 0.95

$ 0.95

$ 0.80

$ 0.95

$ 0.95

$ 0.95

$ 0.95

$ 0.95

$ 0.95

$ 0.95

$ 0.95

$ 0.95

$ 0.95

$ 1.25

$ 2.50

$ 2.50

$ 5.00

$ 5.00

$ 5.00

Operator Assisted

$ 2.25

$ 2.25

$ 2.15

$ 2.10

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 3.40

$ 3.50

$ 3.50

$ 6.50

$ 6.50

$ 6.50

Operator Dialed

$ 2.25

$ 2.25

$ 2.15

$ 2.10

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 2.25

$ 3.40

$ 4.25

$ 3.50

$ 7.00

$ 7.00

$ 7.00

Deaf and Disabled

$ 0.95

$ 0.95

$ 0.80

$ 0.95

$ 0.95

$ 0.95

$ 0.95

$ 0.80

$ 0.95

$ 0.95

$ 0.95

$ 0.95

$ 0.95

$ 1.25

$ 2.50

$ 2.50

$ 5.00

$ 5.00

$ 5.00

DA Flat Rate $ 0.41

$ 0.41

$ 0.41

$ 0.41

$ 0.41

$ 0.41

$ 0.41

$ 0.41

$ 0.41

$ 0.41

$ 0.41

$ 0.41

$ 0.41

$ 0.41

$ 0.89

$ 3.72

$ 0.89

$ 3.72

$ 3.72

DACC $ 0.35

$ 0.35

$ 0.35

$ 0.35

$ 0.35

$ 0.35

$ 0.35

$ 0.35

$ 0.35

$ 0.35

$ 0.35

$ 0.35

$ 0.35

$ 0.50

N/A N/A N/A N/A N/A

Prop Calling Card Fully Automated*

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

Operator Assisted

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 1.00

$ 2.50

$ 2.50

$ 5.00

$ 5.00

$ 5.00

Operator Dialed

$ 2.00

$ 2.00

$ 2.00

$ 2.00

$ 2.00

$ 2.00

$ 2.00

$ 2.00

$ 2.00

$ 2.00

$ 2.00

$ 2.00

$ 2.00

$ 2.00

$ 2.50

$ 2.50

$ 5.00

$ 5.00

$ 5.00

Deaf and Disabled

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

$ -

Payphone Provider Service Charge $0.25

30


Out-of-Region Surcharge RatesAccess method 1-8XX-XXX-XXXX LD Access Out of RegionJurisdictionCall Type

Intrastate AL-AL

Intrastate AK-AK

Intrastate AZ-AZ

Intrastate CO-CO

Intrastate DE-DE

Intrastate FL-FL

Intrastate - GA-GA

Intrastate HI-HI

Intrastate IA-IA

Collect Operator Assisted $ 2.25 $ 1.90 $ 2.00 $ 2.10 $ 2.25 $ 1.25 $ 2.25 $ 1.20 $ 2.25 Operator Dialed $ 3.25 $ 2.65 $ 3.15 $ 3.10 $ 3.40 $ 2.00 $ 3.25 $ 1.70 $ 3.25 Fully Automated $ 2.25 $ 1.90 $ 2.00 $ 2.10 $ 2.25 $ 1.25 $ 2.25 $ 1.20 $ 2.25 Deaf and Disabled $ 2.25 $ 1.90 $ 2.00 $ 2.10 $ 2.25 $ 1.25 $ 2.25 $ 1.20 $ 2.25 Third Party Operator Assisted $ 2.35 $ 1.90 $ 2.00 $ 2.10 $ 2.35 $ 1.25 $ 2.35 $ 1.20 $ 2.35 Operator Dialed $ 3.35 $ 2.65 $ 3.15 $ 3.10 $ 3.50 $ 2.00 $ 3.35 $ 1.70 $ 3.25

Fully Automated $ 2.35 $ 1.90 $ 2.00 $ 2.10 $ 2.35 $ 1.25 $ 2.35 $ 1.20 $ 2.35 Deaf and Disabled $ 2.35 $ 1.90 $ 2.00 $ 2.10 $ 2.35 $ 1.25 $ 2.35 $ 1.20 $ 2.35

Sent Paid Operator Assisted N/A N/A N/A N/A N/A N/A N/A N/A N/A Operator Dialed N/A N/A N/A N/A N/A N/A N/A N/A N/A

Deaf and Disabled N/A N/A N/A N/A N/A N/A N/A N/A N/A Person-to-Person Operator Assisted $ 4.50 $ 3.50 $ 3.50 $ 3.90 $ 4.90 $ 3.25 $ 4.50 $ 2.25 $ 4.50 Operator Dialed $ 4.50 $ 3.50 $ 3.50 $ 3.90 $ 4.90 $ 3.25 $ 4.50 $ 2.25 $ 4.50 Fully Automated $ 4.50 $ 3.50 $ 3.50 $ 3.90 $ 4.90 $ 3.25 $ 4.50 $ 2.25 $ 4.50 LEC Calling Card Fully Automated $ 0.95 $ 1.90 $ 0.60 $ 0.80 $ 1.20 $ 1.00 $ 0.95 $ 0.60 $ 0.60 Operator Assisted $ 2.30 $ 1.90 $ 2.00 $ 2.00 $ 2.30 $ 1.75 $ 1.95 $ 1.20 $ 1.20 Operator Dialed $ 3.30 $ 2.65 $ 3.15 $ 3.00 $ 3.30 $ 2.50 $ 2.95 $ 1.70 $ 1.95

Deaf and Disabled $ 0.95 $ 1.90 $ 0.60 $ 0.80 $ 1.20 $ 1.00 $ 0.95 $ 0.60 $ 0.60 DA Flat Rate $ 0.41 $ 0.41 $ 0.41 $ 0.41 $ 0.41 $ 0.41 $ 0.41 $ 0.41 $ 0.41 DACC N/A N/A N/A N/A N/A N/A N/A N/A N/AProp Calling Card Fully Automated* $ - $ - $ - $ - $ - $ - $ - $ - $ - Operator Assisted $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Operator Dialed $ 2.00 $ 2.00 $ 2.00 $ 2.00 $ 2.00 $ 2.00 $ 2.00 $ 2.00 $ 2.00

Deaf and Disabled $ - $ - $ - $ - $ - $ - $ - $ - $ - Out-of-Region Surcharge Rates con’t

Access Method 1-8XX-XXX-XXXX LD Access Out of Region

31


JurisdictionCall Type

Intrastate ID-ID

Intrastate KY-KY

Intrastate LA-LA

Intrastate MA-MA

Intrastate MD-MD

Intrastate ME-ME

Intrastate MN-MN

Intrastate MS-MS

Intrastate MT-MT

Collect Operator Assisted $ 2.25 $ 2.25 $ 2.25 $ 1.00 $ 1.55 $ 2.25 $ 2.25 $ 2.25 $ 2.25 Operator Dialed $ 3.25 $ 3.25 $ 3.25 $ 2.00 $ 2.70 $ 3.25 $ 3.25 $ 3.25 $ 3.25 Fully Automated $ 2.25 $ 2.25 $ 2.25 $ 1.00 $ 1.55 $ 2.25 $ 2.25 $ 2.25 $ 2.25 Deaf and Disabled $ 2.25 $ 2.25 $ 2.25 $ 1.00 $ 1.55 $ 2.25 $ 2.25 $ 2.25 $ 2.25 Third Party Operator Assisted $ 2.35 $ 2.35 $ 2.30 $ 1.00 $ 1.85 2.35 $ 2.35 $ 2.35 $ 2.35 Operator Dialed $ 3.35 $ 3.35 $ 3.30 $ 2.00 $ 3.00 3.35 $ 3.35 $ 3.35 $ 3.35

Fully Automated $ 2.35 $ 2.35 $ 2.30 $ 1.00 $ 1.85 2.35 $ 2.35 $ 2.35 $ 2.35 Deaf and Disabled $ 2.35 $ 2.35 $ 2.30 $ 1.00 $ 1.85 2.35 $ 2.35 $ 2.35 $ 2.35





Access Method 1-8XX-XXX-XXXX LD Access Out of RegionJurisdictionCall Type

Intrastate NC-NC

Intrastate ND-ND

Intrastate NE-NE

Intrastate NH-NH

Intrastate NJ-NJ

Intrastate NN-NM

Intrastate NY-NY

Intrastate OR-OR

Intrastate PA-PA

32


Collect Operator Assisted $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 1.80 $ 2.25 $ 1.75 Operator Dialed $ 3.25 $ 3.25 $ 3.25 $ 2.25 $ 3.25 $ 3.25 $ 2.60 $ 3.25 $ 2.50 Fully Automated $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 1.80 $ 2.25 $ 1.75 Deaf and Disabled $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 1.80 $ 2.25 $ 1.75 Third Party Operator Assisted $ 2.35 $ 2.35 $ 2.35 $ 2.50 $ 2.35 $ 2.35 $ 1.85 $ 2.35 $ 1.75 Operator Dialed $ 3.35 $ 3.35 $ 3.35 $ 2.50 $ 3.35 $ 3.35 $ 2.65 $ 3.35 $ 2.50




Deaf and Disabled $ 1.20 $ 0.75 $ 1.20 $ 1.20 $ 1.20 $ 1.00 $ 0.60 $ 1.20 $ 0.80 DA Flat Rate $ 0.41 $ 0.41 $ 0.41 $ 0.41 $ 0.41 $ 0.41 $ 0.41 $ 0.41 $ 0.41 DACC N/A N/A N/A N/A N/A N/A N/A N/A N/A Prop Calling Card Fully Automated* $ - $ - $ - $ - $ - $ - $ - $ - $ - Operator Assisted $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Operator Dialed $ 2.00 $ 2.00 $ 2.00 $ 2.00 $ 2.00 $ 2.00 $ 2.00 $ 2.00 $ 2.00


Access Method 1-8XX-XXX-XXXX LD Access Out of RegionJurisdictionCall Type

Intrastate RI-RI

Intrastate SC-SC

Intrastate SD-SD

Intrastate TN-TN

Intrastate UT-UT

Intrastate VA-VA

Intrastate VT-VT

Intrastate WA-WA

Intrastate WV-WV

Collect Operator Assisted $ 2.25 $ 1.75 $ 2.25 $ 1.90 $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 2.15

33


Operator Dialed $ 3.25 $ 2.50 $ 3.25 $ 2.90 $ 3.25 $ 3.25 $ 3.25 $ 3.25 $ 3.15 Fully Automated $ 2.25 $ 1.75 $ 2.25 $ 1.90 $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 2.15 Deaf and Disabled $ 2.25 $ 1.75 $ 2.25 $ 1.90 $ 2.25 $ 2.25 $ 2.25 $ 2.25 $ 2.15 Third Party Operator Assisted $ 2.25 $ 1.75 $ 2.45 $ 1.90 $ 2.35 $ 2.35 $ 2.25 $ 2.35 $ 2.25 Operator Dialed $ 3.25 $ 2.50 $ 3.45 $ 2.90 $ 3.35 $ 3.35 $ 3.25 $ 3.35 $ 3.25






Access MethodJurisdictionCall Type

Intrastate WY-WY

Collect Operator Assisted $ 2.25 Operator Dialed $ 3.25 Fully Automated $ 2.25

34


Deaf and Disabled $ 2.25 Third Party Operator Assisted $ 2.35 Operator Dialed $ 3.35

Fully Automated $ 2.35 Deaf and Disabled $ 2.35

Sent Paid Operator Assisted N/A Operator Dialed N/A

Deaf and Disabled N/A Person-to-Person Operator Assisted $ 4.90 Operator Dialed $ 4.90 Fully Automated $ 4.90 LEC Calling Card Fully Automated $ 0.80 Operator Assisted $ 1.80 Operator Dialed $ 2.80

Deaf and Disabled $ 0.80 DA Flat Rate $ 0.41 DACC N/AProp Calling Card Fully Automated* $ - Operator Assisted $ 1.00 Operator Dialed $ 2.00

Deaf and Disabled $ -

35


Toll Free Services Charges

Switched TFS (TFS Number terminating on a POTS line)One Time Charge to add TFS number (waived for 12 mos) $ 50.00 Per TF NumberMonthly Recurring Charge $ 5.00 Per TF Number

Dedicated TFS (TFS Number terminating on a Dedicated Access Line: DS-1 & DS-3)One time charge to add TFS number to DAL (waived for 12 mos) $ 50.00 Per TF NumberMonthly Recurring Charge $ 50.00 Per TF GroupOne time charge to make changes to TFS configuration on DAL-Incl. # chg) $ 50.00 Per TF Group

ANI DeliveryOne time charge to add ANI delivery (Waived for 12 mos) $ 200.00 Per trunk groupUsage Charge $ 0.01 Per ANI delivered

DNIS (Dialed Number Identification Service)One time charge to install DNIS (waived for 12 mos) $ 250.00 Per trunk groupMonthly Recurring Charge $ - Per trunk groupOne time charge to change DNIS digits $ 50.00 Per trunk group

Busy/No Answer Overflow(Provides overflow from DAL to DAL or DAL to switched line)Monthly Recurring Charge $ 100.00 Per trunk groupOne Time Charge to Change Overflow Arrangement $ 50.00 Per service orderUsage Charge $ 0.03 Per call rerouted to

switched line

National Toll Free Directory Assistance Listing for Dedicated TFSOne Time Charge to add a DA Listing $ - Per TF NumberMonthly Recurring Charge $ - Per TF Number

Call RoutingOne time charge to add Call Routing (waived for 12 mos) $ 100.00 Per TF NumberMonthly Recurring Charge 1-3 plans

$ - Per TF Number 4-99 plans

$ 50.00 Per TF NumberAlternate Route selection $ 50.00 Per TF Number for

pre-built routing plan

One time charge to change Call routing $ 50.00 Per TF Number

36


Private Line and Dedicated Access Line Service Charges

Private Line - On NetDS1 DS3

Installation Charge $480 $480 Fixed Recurring Charge $0 $0Variable Rate Per Mile $1.51 $13.41 Expedite Charge $360 $360 Service Order Change Charge

$240 $240

Service Order Cancellation Charge

$360 $360

Additional Labor - Regular Hours

$100/hour $100/hour

Additional Labor - After Hours

$125/hour $125/hour

LEC (End Link) Access Charges

Pass-through Pass-through

Private Line - Off NetDS1* DS3*

Installation Charge $900 $3,120 Fixed Recurring Charge $0 $0 Variable Rate Per Mile $1.74 $20.46 Expedite Charge $360 $360 Service Order Change Charge

$240 $240

Service Order Cancellation Charge

$360 $360

Additional Labor - Regular Hours

$100/hour $100/hour

Additional Labor - After Hours

$125/hour $125/hour

LEC (End Link) Access Charges

Pass-through Pass-through

Minimum monthly charge per circuit

$250 $2,000

* Off-net Pricing available at DS1 and DS3 level only as of 02/10/00

The minimum term associated with each Private line and Dedicated Access Line Service is one year. If any private line or dedicated access line service is disconnected in less than one year, the Customer will be liable for any SBCS non-recurring loop charges for that service for the balance of the year.

37


ATM Service Charges

Universal UNI Port

PVC*** - UNI

Speed Recurring NRC

CIR Recurring per MBPS

(MBPS) 1 Year 3 Year 5 Year (MBPS) UNI***DS3 VBR CBR5 $2,363 $2,363 $2,363 $48

0DS3

9 2,363 2,363 2,363 480 1 to 5 $95.00 $203.0015 2,363 2,363 2,363 480 6 to 9 95.00 203.0024 2,363 2,363 2,363 480 10 to 15 93.00 198.0034 2,363 2,363 2,363 480 16 to 24 91.00 194.0040 2,363 2,363 2,363 480 25 to 34 88.00 189.00OC3 35 to 40 88.00 189.0055 $5,775 $5,775 $5,775 $60

0OC3

75 5,775 5,775 5,775 600 41 to 55 88.00 189.0095 5,775 5,775 5,775 600 56 to 75 86.00 185.00120 5,775 5,775 5,775 600 76 to 95 84.00 180.00150 5,775 5,775 5,775 600 96 to 120 82.00 175.00OC12 121 to 150 79.00 170.00175 $19,425 $19,425 $19,425 $60

0OC12

275 19,425 19,425 19,425 600 151 to 175 82.00 175.00350 19,425 19,425 19,425 600 176 to 275 79.00 170.00475 19,425 19,425 19,425 600 276 to 350 77.00 166.00600 19,425 19,425 19,425 600 351 to 475 75.00 161.00

476 to 600 73.00 156.00***SimplexPVC

Other One-time Charges Charge PVC Type NRC (per simplex PVC)

Configuration Change

$60 Virtual Channel Connection (VCC)

$48

Port Order Change

$120 Virtual Path Connection (VPC) $48

PVC Order Change

$120

Service Order Cancellation $300 Maximum Burst SizeOrder Expedite $360 1-32 Cells No

ChargeAdditional Labor - Regular Hours $100/hour 1-100

Cells No Charge

Additional Labor - After Hours $125/hour 1-200 Cells No Charge

LEC (End Link) Access Charges Pass-through

38


Frame Relay Service Charges

Universal UNI Port PVC - UNI Speed Recurring NRC CIR Recurring NRC(KBPS) 1 Year 3 Year 5 Year (KBPS) UNI***56/64 $106 $106 $106 $300 4 $8 $60128 197 $197 $197 $300 8 11 60192 215 $215 $215 $300 16 11 60256 233 $233 $233 $300 32 19 60320 288 $288 $288 $300 48 27 60384 343 $343 $343 $300 64 38 60448 389 $389 $389 $300 128 76 60512 435 $435 $435 $300 192 113 60576 465 $465 $465 $300 256 151 60640 496 $496 $496 $300 320 187 60704 526 $526 $526 $300 384 225 60768 557 $557 $557 $300 448 263 601024 695 $695 $695 $300 512 300 601536 877 $877 $877 $300 576 338 60

640 376 60704 414 60768 452 60832 489 60896 525 60960 563 601024 601 60***Duplex PVC

Other One-time Charges ChargeConfiguration Change $60Port Order Change $120PVC Order Change $60Service Order Cancellation $300Order Expedite $360Additional Labor - Regular Hours

$100/hour

Additional Labor - After Hours $125/hourLEC (End Link) Access Charges Pass-through

[End of Schedule A]

39

Schedule B Agreement No. 00012603

AFFILIATE TRANSACTION AGREEMENTFor


SCHEDULE B

SERVICE LEVEL AGREEMENT

Southwestern Bell Communication Services, Inc. (“SBCS”) minimum service commitment to Nevada Bell (“NB”), Pacific Bell (“Pacific”), and Southwestern Bell Telephone Company (“SWBT”) (individually and collectively the “Customer(s)”) is set forth in this Schedule B and Section 7 of the Agreement.

B-1 VOICE AVAILABILITY

Voice services shall be available 99.99% percent of the time for all circuits within the entire SBCS network. SBCS will credit the individual Customer for actual costs incurred for replacement service during a network outage in excess of fifteen (15) minutes, excluding outages caused by the local loop access (last serving wire center to customer premises).

B-2. INSTALLATION GUARANTEES for Private Line, Frame Relay and ATM Services.

SBCS will credit (“Installation Service Credit”) the individual Customer affected thereby for any delay in meeting the Due Date set forth in a FOC wherein such delay is without cause or notice of mutual consent with the Customer. The Installation Service Credit will be calculated at equal to 20% of the non recurring or installation charge for each day missed for the Service ordered. Credits are not to exceed the full non-recurring or installation charge. An exception to an Installation Service Credit is service orders with an expedite status, where the requested due date is missed but the normal due date interval is met. Expedites are met on a “best effort” basis. Order Expedite Charges apply when the Customer requests a circuit due date that is earlier than the standard provisioning interval. The Installation Service Credit shall be reflected on the SBCS’ invoice to the affected Customer within two bill cycles of the actual installation date.

B-3. PRIVATE LINE SERVICE:

PRIVATE LINE and DEDICATED VOICE ACCESS SERVICE:

Credits For Service Outages(a) No credits or refunds for interruptions of Service shall be made for:

(1) interruptions caused by the negligence (including the provision of inaccurate information) or willful misconduct of the Customers, its Authorized Users or its End User; or

(2) interruptions during any period which SBCS or its agents are not afforded access to any Customer Premise where Service is originated or terminated; or

40


(3) interruptions during any period when the Customer has released the Service to SBCS for maintenance or rearrangement purposes, or for the implementation of the Customer’s service order; or

(4) interruptions during periods when the Customer elects not to release the Service for testing or repair and continues to use the Service on an impaired basis; or

(5) interruptions not reported to SBCS; or(6) interruptions occurring prior to the start of Service; or(7) interruptions caused by outages or failure of Local Access provided by a Local

Access Provider for Frame Relay Service; or(8) failure of power, facilities, equipment, systems or connections not provided by

SBCS or a SBCS’ Third Party Vendor; or(9) a result of scheduled maintenance or testing or troubleshooting; or (10)any cause beyond SBCS’ control, or the control of the Local Access Provider for

Private Line Service.

(b) Credit allowances for interruption of Data Services shall be made, upon the Customer request. Following the start of Service date, if the Customer reports an interruption in Service to SBCS, the Customer shall receive credit(s) applicable to the Service directly affected. Interruptions shall be accumulated to the nearest half-hour period. Each interruption is considered separately for the purpose of establishing the credit allowance. The credit for a billing period shall not exceed the monthly rate for the rate element.

(c) Notice of interruption should be reported by the Customer to SBCS. An interruption ends when the Service is restored. If the Customer reports the Service to be inoperative but declines to release it for testing and repair, the Service shall be deemed to be impaired, but not subject to an interruption nor corresponding credit. The specific details regarding out-of-service credits for Private Line Service are detailed below.

(d) If the Customer elects to use another means of transmission during the period of interruption, the Customer is solely responsible for payment of the charges and for the alternate transmission service used.

(e) The Services provided shall be available to SBCS at times mutually agreed upon in order to permit SBCS to make tests and adjustments appropriate for maintaining the Services in satisfactory operating condition. Tests and adjustment shall be completed within a reasonable time. No credit will be allowed for any interruptions involved during such tests and adjustments.

41


Out of Service Credits and Service Level Agreement Credits

Product Adjustment Threshold

Adjustment Amount

Eligible Elements Administration

DS1 • Interruption greater than 2 hours (120 min.)- OR – • Four incidents / events

• 1/ 1440 MRC for each affected service for each half hour or fraction• Capped at 100% of MRC• For non-outage, each validated violation counts as one half hour

• End-to-end including Local Access and Interexchange service

Within 2 bill cycles of restoration

DS3 • Interruption greater than 2 hour (120min.)- OR – • Four incidents / events

• 1/30 MRC for each affected service for each half hour or fraction• Capped at 100% of MRC• For non-outage, each validated violation counts as one half hour



OC3OC12

• Any Interruption • 1/30 MRC for each affected service for each half hour or fraction for first 2 hours• ¼ MRC for each half hour beyond 2 hours• Capped at 100% of MRC• For non-outage, each validated violation counts as one half hour



OC48 & +

• ICB • ICB • ICB Within 2 bill cycles of restoration

Dedicated Voice Access (DVA)DS1, DS3

• Credits for transport specific to Local Provider’s tariff• No credits for usage based products (MOUs)

• Credits for transport specific to Local Provider’s tariff • Capped at 100% of MRC

• Transport only Within 2 bill cycles of restoration

42


B-4 FRAME RELAY SERVICE AND ATM SERVICE:(a) The following components shall be excluded from any network outage time when calculating

availability of SBCS Frame Relay and ATM Services:

1. Local Access Facilities used to access the SBCS ATM Network.

2. The failure of any components beyond the Customer side of either the access provider demarcation or the CSU/DSU/Inverse multiplexor and/or ATM concentrator if such equipment is provided and maintained by SBCS.

3. In order to permit SBCS to make tests and adjustments appropriate for the maintenance of services within satisfactory operating parameters, Frame Relay and ATM Services provided under this Agreement shall be available to SBCS at times mutually agreed upon between SBCS and the Customer. Tests and adjustments shall be completed within a reasonable time. No out of service credit will be allowed for any interruptions during such tests and adjustments.

4. International PVCs, Network-to-Network Interfaces (NNIs), Broadband Intercarrier Interconnections (BICIs), ATM-to-Frame Relay Gateways, ATM-to-IP Gateways. ATM Availability ends at the applicable interface or gateway. Performance requirements for future international ATM services purchased by the individual Customer from SBCS will be negotiated and mutually agreed to by the parties. International is defined as anything outside of the 48 contiguous United States and the District of Columbia.

5. Any outage time attributed to individual Customer delays in responding to SBCS’s requests for assistance when required to repair an outage. The Customer shall provide 7x24 access to the SBCS provided and maintained equipment and termination equipment for SBCS’ technician(s), and to provide any information requested by SBCS regarding the nature of the problem. An individual Customer is defined as the end user and not the local access service provider.

6. Equipment used to access the SBCS ATM Network, which is not provided and maintained by SBCS.

B-4.1 OUT OF SERVICE CREDITS FOR FRAME RELAY SERVICE

SBCS will apply automatic out-of-service adjustments for affected Frame Relay Service elements when credit criteria is met:

(1) Customer reports a service outage(2) Outage is confirmed and found to originate with SBCS, network partner, or Frame Relay

Services

The customer will receive a credit for each 30 minute or fraction of 30 minutes of outage in the amount of 1/1440 of the recurring monthly charges for each affected element.

The credit adjustment will not exceed the full monthly recurring charges for the service. And Out-of-Service credits will not apply in addition to SLA credits defined below for the same service events.

43


Service Level Agreement:

The following Service Level Agreement table identifies the individual metrics and values for National Frame Relay Service:

Frame Relay POP to POP Service

Metric ValueSBCLD POP-to-POP PVC Availability 99.95% (per calendar year; not to be less than

99.9% in any month)

Mean Time to Repair 4 hours on a rolling 12 month average

Frame Relay PVC automatic error restoration performance target (per event)

50 msec upper limit (for single component or single fiber failures that impair or break connectivity on a point-to-point network segment)

2-30 second upper limit (for multiple electronic or fiber failures that require rerouting of traffic onto an alternate route)

Data Delivery Rate99.95% of DE+0 frames when PVC is active

Network Latency (One-Way) 75 ms

SLA Rebates:

The following table identifies credits refunded to the customer when the data metrics exceeds the specified target values:

Data Metric Exceeding Specified Value Credit1 or more Service Metric(s) exceeding specified value for 2 consecutive months

10% of monthly recurring access facility charge(s)

2 or more Service Metrics exceeding specified value for 3 consecutive months







50% of monthly recurring access facility charge(s) plus disconnection of service without penalty

SLA credits will not exceed full monthly charges for affected elements. And SLA credits will not apply in addition to Out-of-Service credits defined above for the same service events.

44


B-4.2 ATM Service:

Out of Service CreditsOut of Service Credits Definition: SBCS will apply automatic out-of-service adjustments for affected ATM / Cell Relay Services elements when credit criteria is met:

(1) Customer reports a service outage and (2) Outage is confirmed and found to originate with SBCS, network partner, or ATM / Cell

Relay Services

The customer will receive a credit for each 30 minute or fraction of 30 minutes of outage in the amount of 1/1440 of the recurring monthly charges for the affected elements.

The credit adjustment will not exceed the full monthly recurring charges for the service. And Out-of-Service credits will not apply in addition to SLA credits defined below for the same service events.

45


The following Service Level Agreement table identifies the individual metrics and values for on net ATM Service:

ATM POP to POP ServiceMetric Value

SBCLD POP-to-POP PVC Availability 99.95% (per calendar year; not to be less than 99.9% in any month)

Mean Time to Repair 4 hours on a rolling 12 month average

ATM PVC automatic error restoration performance target (per event)

50 msec upper limit (for single component or single fiber failures that impair or break connectivity on a point-to-point network segment)

2-30 second upper limit (for multiple electronic or fiber failures that require rerouting of traffic onto an alternate route)

Cell Loss Ratio, CLP=0 10E-10, CBR 10E-6, VBR

Cell Loss Ratio, CLP=1 Not specified

Cell Transfer Delay (99 percentile) 2 msec, CBR @ DS3; 600 microsec, CBR @ OC3

Cell Delay Variation (10E-9 quantile) <250 msec for CBR @ DS3; <250 msec for CBR @ OC3c

Not specified, VBRPort/PVC activation time Installation intervals

The following table identifies credits refunded to the customer when the data metrics exceeds the specified target values:

Data Metric Exceeding Specified Value Credit1 or more Service Metric(s) exceeding specified value for 2 consecutive months









50% of monthly recurring access facility charge(s) plus disconnection of service without penalty

SLA Credits will not exceed full monthly charges for affected elements. And SLA credits will not apply in addition to Out-of-Service credits defined above for the same service events.

46


B-5. SBCS SUPPORT RESPONSIBILITIES and ESCALATION PROCEDURES.

B-5.1 Service Assurance

1. SBCS will provide monitoring, dispatch and repair services, 24-hours per day, 7-days per week for all SBCS-provided facilities and equipment, including SBCS-provided CPE and ensure that SBCS personnel are available as needed at all reasonable times and are adequate in number and quality.

2. SBCS will meet regularly with the designated representatives of each Customer to review SBCS’ performance, including reviewing SBCS’ performance statistics and reconciling the individual Customer’s and SBCS’ interruption records

3. Availability of performance statistics is critical to the Customers so that suspected problems with circuit or logical trunks can be isolated to particular segments (SBCS or Customer(s)) and corrected. Critical measurements include lost cells, discarded cells, layer 1 circuit events (port resets, SONET segment switches, etc.). Monitoring of pending trouble tickets via on-line systems is critical so that Customer personnel in multiple locations can track progress for problems affecting multiple sites/regions.

Within 30 days of the execution of this Agreement, SBCS will meet with the Customers to discuss the development of a timeline for the secured on-line access to each Customer so that authorized Customer personnel can monitor activity regarding the below and provide history and other information:

(a) track pending orders for physical and logical (ATM and FR) circuits,

(b) track inventories of in-service physical and logical (ATM and FR) circuits,

(c) monitor usage and performance statistics for logical (ATM and FR) circuits, and

(d) issue trouble tickets and provide supporting logs, etc. for tickets and monitor progress.

4. Within sixty (60) days after execution of this Agreement, SBCS shall develop and maintain a procedures manual (including relevant material from the Agreement and Schedules) (the “Procedures Manual”) that shall address: (i) procedures to be followed to request or make inquiries concerning restoration of interrupted Services, (ii) the form and medium by which Trouble Tickets are established (iii) establish a “severity level” and prioritize Trouble Tickets, (iv) list personnel to whom interrupted Services are to be reported (this list will also include the individual Customer’s personnel, which each Customer shall provide to SBCS), and update Schedule D accordingly and. Each Customer shall review and approve draft outlines of the Procedures Manual prior to its final publication. The Procedures Manual may be modified from time to time upon the mutual agreement of all parties, but in no event shall the Procedures Manual amend, waive or supersede any portion of the Agreement except as to any required updates to Schedules B and C as provided in this subparagraph .

B-5.2 Network Services Maintenance

1. Scheduled Maintenance. SBCS will minimize scheduled maintenance and Customer impacts to Services provided to Customers. If any scheduled maintenance is

47


necessary and it will impact Services to an individual Customer more than one minute, SBCS will provide such impacted Customer at least 72 hours notice. ATM Switch scheduled maintenance is used to perform such functions as hardware and software upgrades to ATM switches and network optimization. If necessary, scheduled maintenance for ATM switches and other network elements will occur after 11:00 p.m. local site time on Saturday or Sunday and conclude prior to 7:00 a.m. local site time.

2. Demand Maintenance. ATM Demand (unscheduled) maintenance for Services provided to Customer may occur as a result of unexpected events and is used when network elements are in jeopardy. SBCS will attempt to provide an affected Customer with prior notification of Demand maintenance. Due to the nature of demand maintenance, however, prior notification may not be possible. In these cases, SBCS will notify the affected Customer after Demand maintenance has been completed.

B-6. NETWORK REPORTS.

B-6.1 The Customers and SBCS shall work cooperatively to develop a set of reports which provide information required by the Customer to manage their telecommunications services. The Customer and SBCS will mutually agree upon the content of the report, the frequency of delivery, the format of the report and the medium. These reports may include:

1. Acceptance Testing Report. Upon the installation, repair or restoration of an individual Service or any portion or part thereof (“Service Element”) provided herein, SBCS shall conduct appropriate tests reasonable acceptable to each Customer to establish that the Service Element performs in accordance with the Specifications and Schedule B. SBCS shall promptly notify the affected Customer of the test results for repaired and restored Service Elements and shall provide the test results for newly installed Service Elements to the affected Customer in a report entitled “Acceptance Testing Report”.

2. ATM Availability Report. The affected Customer shall be provided all information pertaining to ATM availability.

3. Contact Update Report. SBCS shall be updated based upon the information received from each Customer and its own internal changes.

4. Invoice Credit Report. SBCS shall maintain an “Invoice Credit Report” which shall list all credits (on a continuing basis) to SBCS’ invoices for which each Customer is entitled pursuant to Schedule B.

5. Status Report. Describes the status for each Customer on any pending Order for Service.

6. Survivability / Diversity / Protection Report. SBCS, as part of its quality review, shall provide each Customer with information regarding the diversity, redundancy and protective back-ups in place, and planned for the future, for all Services.

7. Traffic Usage Report.

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8. Trouble Ticket Daily Report. Provide daily updates on any pending Trouble Tickets open longer than forty eight (48) hours which are not waiting for agreed upon maintenance window activity.

9. Trouble Ticket Monthly Report. Based upon all Trouble Tickets issued for each Customer and including, but not limited to; Trouble Ticket Number, date and time established, nature of problem, date and time resolved, description of how problem was resolved, and MTTR.

B-6.2 Each Customer shall develop and deliver “Report Cards” to SBCS on a quarterly basis (or on any other periodic basis as may be mutually agreed). Each Customer and SBCS shall use such Report Cards to address any reasonable matters of concern with respect to the Quality of Services to the Customers. SBCS shall use its reasonable best efforts to timely address, in good faith, the specific concerns set forth in the Report Cards.

[End of Schedule B]

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Schedule C Agreement No. 00012603



SCHEDULE C

GENERAL TERMS and CONDITIONS

C-1. ACCESS.

C-1.1 Each party (“Visiting Party”) when appropriate shall have reasonable access to the other party’s premises (“Site Party”) during normal business hours and at such other times as may be agreed upon by the Site Party in order to enable each to perform their obligations under this Agreement. A Visiting Party desiring access shall coordinate such access with the Site Party’s designated representative prior to visiting such premises. Each Visiting Party assures the other that only persons employed or subcontracted by the Visiting Party will be allowed to enter the other’s premises. If a Site Party requests the Visiting Party or it’s Subcontractor to discontinue furnishing any person provided by the Visiting Party or it’s Subcontractor from performing work on Site Party’s premises, the Visiting Party shall immediately comply with such request. Such person shall leave the Site Party’s premises promptly and the Visiting Party shall not furnish such person again to perform work on the Site Party’s premises without the Site Party’s written consent.

C-1.2 The Site Party may require the Visiting Party or its subcontractor employees to exhibit identification credentials, which the Site Party may issue in order to gain access to the Site Party’s premises for the performance of work hereunder. If, for any reason, any Visiting Party or Visiting Party’s subcontractor employees are no longer performing such work the Visiting Party shall immediately inform the Site Party. Notification shall be followed by the prompt delivery to the Site Party of the identification credentials, if issued by the Site Party, or a written statement of the reasons why said identification credentials cannot be returned.

C-1.3 The Visiting Party shall ensure that its personnel and subcontractors perform work which conforms to the Site Party’s practices and handbooks to protect material, buildings or structures and to perform work with care and due regard for the safety, convenience and protection of the Site Party, its employees and property and members of the public.

C-1.4 In the event of theft or loss of property attributable to the Visiting Party, the Visiting Party shall replace the property and/or reimburse the Site Party for the replacement value of the item.

C-1.5 The Visiting Party shall be responsible for ensuring that all persons furnished by the Visiting Party work harmoniously with all others when on Site Party’s premises.

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C-2. DISPUTE RESOLUTION.

C-2.1 The parties will attempt in good faith to promptly resolve any controversy or claim arising out of or relating to this Agreement through negotiations between key representatives of the parties, before escalating their dispute.

C-2.2 If a controversy or claim should arise which is not settled as specified in paragraph 2.1, representatives of each party who are authorized to resolve the controversy or claim will meet at a location designated by Customer, at least once, and will attempt to, and are empowered to resolve the matter. Either representative may request this meeting within fourteen (14) days of such request (the “first meeting”).

C-2.3 Unless the parties otherwise agree, if the matter has not been resolved within twenty-one (21) days of the first meeting, the representatives shall refer the matter to senior executives, who shall have full authority to settle the dispute (herein called “the senior executives”). The senior executives will meet for negotiations within fourteen (14) days of the end of the twenty-one (21) day period referred to above, at a site designated by Customer. Three business days prior to this scheduled meeting, the parties shall exchange memoranda stating the issue(s) in dispute and their positions, summarizing the negotiations which have taken place, and attaching relevant documents.

C-2.4 If more than one meeting is held between the senior executives, the meeting shall be held in rotation at the offices of SBCS and Customer.

C-2.5 If the matter has not been resolved within thirty (30) days of the first meeting of the senior executives (which period may be extended by mutual agreement), the senior executives shall refer the controversy or to an Officer of SBC Services, Inc. The parties hereby authorized such Officer to resolve the claim or controversy in his/her sole discretion.

C-3. FORCE MAJEURE.

C-3.1 Neither party shall be deemed in default of this Agreement or any Order for Service, or FOC (hereafter the “Commitment”) to the extent that any delay or failure in the performance of its obligations results from any cause beyond its reasonable control and without its fault or negligence, such as acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions or strikes.

C-3.2 If any Force Majeure condition occurs, the party claiming the Force Majeure (“Force Majeure Party”) shall give immediate notice to party not relying upon the Force Majeure condition (“Non Force Majeure Party”) and the Non Force Majeure Party may elect to either: (a) terminate the affected Commitment(s) or any part thereof, (b) suspend the affected Commitment(s) or any part thereof for the duration of the Force Majeure condition, with the option to obtain elsewhere products, materials and Services to be furnished under such Commitment(s) and deduct from any obligation under such Commitment(s) the quantity and value of the products, materials and Services obtained or for which commitments have been made elsewhere or (c) resume performance under such Commitment(s) once the Force Majeure condition ceases, with an option in Non Force Majeure Party to extend any affected delivery or performance date up to the length of time the Force Majeure condition endured. Unless the Non Force Majeure Party gives written notice within thirty (30) days after being notified of the Force Majeure condition, option (b) shall be deemed selected.

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C-4. GOVERNING LAW.

This Agreement shall be construed in accordance with and governed by the local laws of the state of Missouri, without prejudice to venue.

C-5. INDEMNIFICATION – INFRINGEMENT.

C-5.1 SBCS will indemnify and hold each Customer harmless from and against, and will defend or settle at its own expense (including attorneys' fees), to the extent any claim loss, or damage asserts a patent, copyright, trademark, trade secret, or other proprietary right infringement or violation based upon such Customer’s use, potential use, or installation of any equipment, product, Service, and/or documentation delivered by SBCS under this Agreement, provided that such Customer’s use of the equipment, product, Service, and documentation is within the scope of uses permitted by the Agreement. Either party must promptly notify the other party in writing after it first receives notice of any such claim, action, or allegation of infringement and SBCS will have sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of the Customers.

C-5.2 In the event of such a claim being brought or threatened, at SBCS’ sole option, SBCS shall either (a) modify or replace the equipment, product, Service, and/or documentation so as to avoid the infringement (in such event, SBCS warrants that such modifications shall perform in form, fit, and function as the equipment, product or Service the subject of infringement); (b) procure for each Customer the right to continue the use of the equipment, produce, Service, and documentation; or (c) if (a) or (b) is not reasonably attainable, in SBCS’ sole opinion, grant each affected Customer a refund of all fees paid related to the infringement less the value of the relevant services received from SBCS .

C-6. INDEMNIFICATION – PROPERTY, INJURY and DEATH.

C-6.1 Each party, as an Indemnitor(s) (individually and collectively, the “Indemnitor”) shall indemnify and hold harmless the other parties their agents, employees, officers, directors and shareholders of any of them (individually and collectively, the “Indemnitie”), from and against any and all liabilities, obligations, claims, causes of action, fines, penalties, losses, costs, expenses (including court costs and reasonable attorneys’ fees), damages, injuries, of any kind, (individually and collectively “Liabilities”), including, but not limited to, Liabilities to the extent that they result from (a) injury to or death of any person; (b) damage to or loss or destruction of any property; or (c) Liabilities related in any manner to employee benefits, workers compensation, payroll tax, and other employer obligations which may be asserted against Indemnitor where such liabilities arise in connection with Inemnitor’s use of persons that it classifies as an independent contractor or subcontractor to perform obligations and/or Services under this Agreement; (d) attachments, liens or claims of material persons or laborers, arising out of or resulting from or in connection with this Agreement or the performance of or failure to perform this Agreement and directly or indirectly caused, in whole or part, by the acts or omissions, negligent or otherwise, of an Indemnitor or a contractor or a representative of Indemnitor or an employee of any one of them, except to the extent such Liabilities arise from the negligence or willful or intentional misconduct of an Indemnitee or its employees.

C-6.2 An Indemnitee shall, as soon as practicable, notify Indemnitor of any suit or other legal proceeding asserting a claim for Liabilities. Upon request, Indemnitor shall, at no cost or expense to any Indemnitee, defend any such suit or legal proceeding asserting a claim for

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Liabilities, and Indemnitor shall pay any costs and attorneys' fees that may be incurred by any Indemnitee in connection with any such claim, proceeding or suit. Indemnitor shall also (a) keep Indemnitee and any other Indemnitee subject to such claim fully informed as to the progress of such defense, and (b) afford Indemnitee and such other Indemnitee subject to such claim, each at its own expense, an opportunity to participate on an equal basis with Indemnitor in the defense or settlement of any such claim.

C-6.3 Indemnitor agrees not to implead or bring any action against Indemnitor or Indemnitor’s employees based on any claim by any person for personal injury or death that occurs in the course or scope of employment of such person by Indemnitor and that arises out of the products or Services furnished under this Agreement.

C-7. INSURANCE.

C-7-1. SBCS shall, at its sole expense, maintain in effect at all times during the performance of its obligations hereunder insurance coverage with limits not less than those set forth below with insurers and under forms of policies satisfactory to SBC. Notwithstanding the foregoing, SBCS may, at its option, self-insure the below limits of coverage upon written notice to SBC and the Customers and delivery of SBCS’ Certification of Self-Insurance.

C-7-2. Worker’s Compensation as required by any applicable law or regulation.

C-7-3. Employer’s Liability of not less than $500,000 each accident.

C-7-4. Commercial General Liability with combined single limits of liability for bodily injury, property damage and personal injury of not less than:

(a) $1,000,000 Each Occurrence Limit(b) $1,000,000 Personal Injury Limit(c) $1,000,000 Products-Completed Operations Aggregate Limit(d) $1,000,000 General Annual Aggregate Limit (other than Products-Completed Operations)

C-7-5. Automobile Liability (owned, hired, and non-owned) with combined single limits of liability for bodily injury or property damage of not less than $500,000 each occurrence.

C-7-6. The required limits may be satisfied by a combination of a primary policy and an excess umbrella policy.

C-7-7. The Commercial General Liability coverage noted above shall apply to the indemnity provisions contained herein above and shall include SBC and each Customer and their officers and employees, each as additional insured but only with respect to liability arising out of operations for SBC and the individual Customers by or for SBCS. Such insurance shall be primary as respects the additional insured and shall include a cross liability clause. Such insurance shall be on an occurrence policy form, not a claims form. Prior to commencing performance of any work or site mobilization, Vendor shall furnish SBC with Certificate(s) of Insurance (identifying on the face thereof the number of this Agreement), or in the alternative Certificate of Self-Insurance as evidence of the above required insurance and such Certificates shall provide for thirty (30) calendar days written notice to SBC and the Customers prior to cancellation, termination, or alteration thereof.

C-7-8. SBC or the Customers are not maintaining any insurance on behalf of SBCS covering loss or damage to the work or to any other property of SBCS unless otherwise specifically set forth herein.

C-7-9. None of the requirements contained herein as to types, limits, and approval of insurance coverage to be maintained by SBCS are intended to, and shall not in any manner limit or qualify, the liability and obligations assumed by SBCS under this Agreement.

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C-7-10. SBCS shall deliver the original and two (2) copies of the Certificate of Insurance, or in the alternative, the Certificate of Self-Insurance and any notices of cancellation, termination, or alteration of such policies to the Customer representative noted in this Agreement.

C-8. INVOICING AND PAYMENT.

C-8.1 SBCS shall provide call detail records and billing data reports to the Customer by the 10th day of each calendar month. SBCS shall use reasonable efforts in providing the Customer with Adhoc reports as needed until automated customized reports become available in order to support the Customer's affiliate customers.

The invoice shall be sent to the address specified in “Points of Contact for Operations and Escalation List”. The invoice for each individual Customer shall specify in detail:

(a) Charges for each Service shall be specified for each state for which the individual Customer is doing business, e.g., California, Texas, etc.

(b) Service provided by category, e.g., Inbound, Outbound, Data,

(c) Type of Service provided under each category, e.g., Inbound: Termination to Dedicated and Termination to Switched, etc.,

(d) Price per unit charge for data Services provided under each category.

(e) Total units charged,

(f) Description of “recurring” charges and amount for each charge,

(g) Description of “non-recurring” charges and amount for each charge,

(h) Third party provider charges for each category (off-net costs)

(i) Applicable governmental charges, surcharges for each category,

(j) Applicable sales, use tax charges for each category

(k) Other charges,

(l) Sub Total for each category,

(m) Total amount due, and

(n) Applicable credits pursuant to Schedule B

C-8.2 Each individual Customer shall be responsible for payment of its own invoice, which shall be made by wire transfer, check draft, or inter affiliate transfer upon approval of such Customer, within thirty (30) days after receipt of the invoice.

C-8.3 If an individual Customer disputes any invoice rendered or amount paid, such Customer shall so notify SBCS and the parties shall use their best efforts to resolve such dispute expeditiously. Such individual Customer’s time to pay the disputed amount shall be extended until any dispute is resolved pursuant to Section C-2 above.

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C-9 LITIGATION and ARBITRATION.

Each party hereto expressly waives any and all rights of litigation and arbitration, in any forum, of any and all disputes, non-payment of invoices, and any other matter, and expressly agrees that resolution of the same shall be conducted in accordance with the provisions of Section C-2.

C-10. NO PARTNERSHIP.

It is not the intent of the parties hereto to form a partnership, or joint venture, whether express or implied, or general or limited, as a result of their entering into this Agreement.

C-11. NOTICES.

C-11.1 Except as otherwise provided in this Agreement, all notices of a legal nature, including, but not limited to disputes pursuant to Section C-2, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and either 1) delivered in person, 2) delivered to an agent, such as an overnight or similar delivery service, or 3) deposited in the United States Mail, postage prepaid, or 4) facsimile transmission, and addressed as follows:

To: Southwestern Bell Communication Services, Inc.5850 W. Las Positas Blvd.Pleasanton, CA 94588Attn.: Director -Affiliate Account ManagerFacsimile No.: 925-468-4605

To: SBC Services, Inc. (individually and as agent for Nevada Bell, Pacific Bell and Southwestern Bell Telephone Company)

2600 Camino Ramon, Room 4E452San Ramon, CA 94583Attn.: Director, SBC ProcurementSBC General ContractingFacsimile No.: 925-275-1795

C-11.2 In order to facilitate open communication between SBCS and the Customers regarding day-to-day operations, strategic planning, etc., all notices or other communications of an operational nature, including but not limited to, Orders for Service, FOC(s) invoices, account management, escalation, etc. shall be deemed to have been duly given when made in writing and 1) either delivered in person, 2) delivered to an agent, such as an overnight or similar delivery service, 3) deposited in the United State Mail, postage prepaid, 4) deposited in inter-company mail, with e-mail or facsimile follow-up, 4) facsimile transmission or e-mail (with receipt confirmation), and addressed as set forth in Schedule D.

C-11.3 The address to which notices or communications may be given by either party may be changed by written notice given by such party to all others pursuant to this Section entitled “Notices”, without an amendment to this Agreement.

C-12. PROPRIETARY INFORMATION.

C-12.1. All specifications, drawings, sketches, models, samples, tools, computer or other apparatus programs, technical or business information or data, field trials results and/or reports, written, oral or otherwise (all hereinafter designated in this clause as “information”)

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furnished by a party (“Disclosing Party”) to another party (“Receiving Party”) under this Agreement or in contemplation of this Agreement, shall remain Disclosing Party’s property.

C-13. RECORDS and AUDIT.

SBCS shall:

C-13.1 Retain such records and reasonable billing detail for a period of three (3) years from the date of final payment for products and Services;

C-13.2 Permit each individual Customer and its authorized representatives to inspect and audit during normal business hours the charges invoiced to such Customer. Should an individual Customer request an audit, SBCS will make available any pertinent records and files to such Customer during normal business hours.

C-14. TAXES.

C-14.1 SBCS will invoice each Customer the amount of any governmental surcharge, federal excise taxes or state or local sales taxes imposed upon the sale of products and Services (individually and collectively, the “Tax”) as separate items, if applicable, listing the taxing jurisdiction imposing the Tax.. Each Customer agrees to pay all applicable Taxes to SBCS which are stated on and at the time the invoice is submitted by SBCS. SBCS agrees to remit taxes to the appropriate taxing authorities.

C-14.2 SBCS agrees to pay, and to hold each Customer harmless from and against, any penalty, interest, additional Tax or other charge that may be levied or assessed as a result of the delay or failure of SBCS, for any reason, to pay any Tax or file any return or information required by law, rule or regulation or by this Agreement to be paid or filed by SBCS. SBCS agrees to pay and to hold each Customer harmless from and against any penalty or sanction assessed as a result of SBCS doing business with any country subject to U.S. trade restrictions.

C-14.3 Upon an individual Customer’s request, the parties shall consult with respect to the basis and rates upon which SBCS shall pay any Taxes for which such Customer is obligated to reimburse SBCS under this Agreement. If such Customer determines that in its opinion any such Taxes are not payable or should be paid on a basis less than the full price or at rates less than the full tax rate, SBCS shall make payment in accordance with such determinations. If collection is sought by the taxing authority for a greater amount of Taxes than that so determined by an individual Customer, SBCS shall promptly notify such Customer. If such Customer desires to contest such collection, such Customer shall promptly notify SBCS. If the individual Customer determines that in its opinion it has reimbursed SBCS for the Taxes in excess of the amount which such Customer is obligated to reimburse SBCS, the individual Customer and SBCS shall consult to determine the appropriate method of recovery of such excess reimbursements. SBCS shall credit any excess reimbursements against Tax reimbursements or other payments due from the affected Customer if and to the extent SBCS can make corresponding adjustments to its payments to the relevant tax authority. At the individual Customer’s request, SBCS shall timely file any claims for refund and any other documents required to recover any other excess reimbursements, and shall promptly remit to the individual Customer all such refunds (and interest) received.

C-14.4 If any taxing authority advises SBCS that it intends to audit SBCS with respect to any taxes for which an individual Customer is obligated to reimburse SBCS under this Agreement, SBCS shall (a) promptly so notify such Customer, (b) afford the

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individual Customer an opportunity to participate on an equal basis with SBCS in such audit with respect to such taxes and (c) keep the individual Customer fully informed as to the progress of such audit. Each party shall bear its own expenses with respect to any such audit, and the responsibility for any additional Tax, penalty or interest resulting from such audit shall be determined in accordance with the applicable provisions of this Section. SBCS’ failure to comply with the notification requirements of this section shall relieve the affected Customer of its responsibility to reimburse SBCS for Taxes only if SBCS’ failure materially prejudiced such Customer’s ability to contest imposition or assessment of those Taxes.

C-14.5 SBCS shall reimburse Customer(s) any Tax benefits (for instance, refunds, including interest) associated with taxes previously paid by the Customer(s).

C-15. TERMINATION.

A party, SBCS or any individual Customer, may upon mutual consent of each, terminate this Agreement, prior to the expiration thereof, based upon negotiated terms and conditions. If such parties are unable to resolve (i) obtaining consent to terminate, or (ii) the terms and conditions regarding termination; then either (i) or (ii) shall be considered a “dispute” and resolved in accordance with the provisions of Section C-2 “Dispute Resolution”.

C-16. TRANSITIONAL SERVICES.

If this Agreement is terminated for any reason, SBCS will provide, at the same rates, terms, and conditions stated in the Agreement, up to nine (9) months of transitional services while the affected Customer moves to other service providers. During this period, SBCS will cooperate fully with such Customer and third party service providers to ensure that service quality is maintained at levels acceptable to the individual Customer and to ensure a seamless transition to such Services.

C-17. RELEASES VOID.

Neither party shall require waivers or releases of any personal rights from representatives of the other in connection with visits to its premises and no such releases nor waivers shall be pleaded by either party in any action or proceeding.

C-18. WARRANTY.C-18.1 SBCS warrants to the Customers that equipment and/or products furnished

hereunder will be merchantable, if subsequently purchased by a Customer, reasonably free from defects in design and workmanship, fit and sufficient for the purposes intended by the Customer, free from all liens and encumbrances and will reasonably conform to and perform in accordance with applicable specifications, drawings and samples. In addition, if such equipment and/or products contains one or more manufacturer’s warranties, SBCS hereby assigns such warranties to the purchasing Customer. These warranties will be in addition to all other warranties, express, implied or statutory. All warranties will survive inspection, acceptance, payment and use.

C-18.2 SBCS also warrants to the Customers that all Services provided hereunder will be performed in a first-class, workmanlike manner, with the care, skill and diligence, and in accordance with the applicable standards currently recognized in SBCS’ industry. This warranty is to supplement and not replace the Service Level Agreement set forth in the attached Schedule B.

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C-18.3 Equipment and/or products not meeting the warranties contained herein will, at a Customer’s option, be repaired, adjusted or replaced by SBCS at no cost to the Customers.

C-18.4 There are no other warranties to the Customers by SBCS other than those specifically stated in Section C-18 (Warranty).

C-18.5 SBCS warrants that all software and firmware, including any third party software, which is licensed and/or sublicensed to Customer(s) hereunder prior to, during, or after the calendar year 2000, includes, and at no additional cost to the Customers, year 2000 capability. For the purpose of this license, year 2000 capability means that the software and firmware will:

(a) Read, compute, store, process, display and print data involving dates, including single century and multi-century formulas, and will not cause computational, display, storage or other errors resulting from the inability to accurately or correctly handle dates, including Year 2000 and February 29, 2000;

(b) Include the indication of century in all date-related user interface functionality, data fields, and generated code; and

(c) Be interoperable with other software used by Buyer which may deliver records to such Software and Firmware, receive records from such Software and Firmware or interact with such Software and Firmware in the course of processing dates.

[End of Schedule C]

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Exhibit 1 Agreement No. 00012603



EXHIBIT 1

AFFILIATE TRANSACTIONS, POLICIES, GUIDELINES and REPORTING REQUIREMENTS

In order to enable Buyer to comply with the requirements of Parts 32 and 64 of the Rules of the Federal Communications Commission pertaining to affiliate transactions and any similar state or federal requirements, Seller agrees to:

(a) Maintain and provide to Buyer upon request complete and accurate records related to all amounts billable to and payments made by Buyer hereunder in accordance with generally accepted accounting principles.

(b) Notify Buyer prior to destroying or otherwise permanently disposing of such records and , at Buyer’s option, transfer such records to Buyer.

(c) Provide reasonable supporting documentation to Buyer within thirty (30) calendar days after receipt of written notification from Buyer of a dispute as to the amount of any invoice.

Seller further agrees that Buyer will have the right through its accredited representatives to inspect and audit, during normal business hours, the charges invoiced to Buyer under this clause. Should Buyer request an inspection or audit, Seller will make available the pertinent records and files. This right to inspect and audit will not be limited to validating the accuracy of resources utilized by Seller and associated charges invoiced to Buyer but includes, without limitation, the right to inspect and audit:

(i) The method for determining cost data provided to Buyer.

(ii) Any cost or pricing data, records or other information pertaining to similar sales to other, nonaffiliated buyers.

(iii) Seller’s accounting policies or practices.

Seller will include any of the aforementioned information on its invoices and other billing documents as Buyer may reasonably require.

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NONDISCLOSURE AGREEMENT

THIS AGREEMENT, effective on the date when signed by the last signatory (“Effective Date”) by and among Southwestern Bell Communication Services, Inc. (“SBCS”) and Nevada Bell Telephone Company (“NB”), Pacific Bell Telephone Company, (“Pacific”) and Southwestern Bell Telephone Company (“SWBT”), (collectively, the “Customers”).

The Parties agree as follows:

1. In connection with discussions or negotiations between Customer and SBCS concerning the purchase and sale of long distance telecommunications services for Customer’s Official Communication Services (“OCS”) functions (the “Project”), either Party may find it beneficial to disclose to the other Party certain confidential or proprietary information in written, oral or other tangible or intangible forms which may include, but are not limited to, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, marketing plans, customer names and other technical, financial or business information (individually and collectively, “Information”). Information which is provided in tangible form, including electronic mail, shall be deemed to be confidential or proprietary only if it is clearly marked by the disclosing party as being confidential or proprietary. If information is provided orally, including information conveyed to an answering machine, voice mail box, or similar medium, it shall be deemed to be confidential or proprietary only if it is clearly identified by the disclosing party, prior to, or contemporaneously with, such disclosure, as confidential or proprietary.

2. Both Parties understand that, except as otherwise agreed in writing, the Information which it may receive concerning the other Party’s plans with respect to the Project is not intended to represent firm decisions by either Party concerning the implementation of such plans. Information provided to either Party hereunder does not represent a commitment by either Party to purchase or otherwise acquire any products or services from the other Party. The purchase or acquisition of any products or services from the other Party will be governed by a separate written Agreement..

3. The Party to whom Information is disclosed (the "Receiving Party") shall:

a. hold such Information in confidence with the same degree of care with which the Receiving Party protects its own confidential or proprietary Information, but no less than reasonably prudent care;

b. restrict disclosure of the Information solely to its employees, contractors and agents with a need to know such Information, advise those persons of their obligations hereunder with respect to such Information, and assure that such persons are bound by obligations of confidentiality no less stringent than those imposed in this Agreement;

c. use the Information only as needed for the purposes of the Project;

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d. except for the purposes of the Project, not copy, distribute, or otherwise use such Information or knowingly allow anyone else to copy, distribute, or otherwise use such Information; any and all copies shall bear the same notices or legends, if any, as the originals; and

e. on request, promptly return to the party disclosing the information (the "Disclosing Party") all Information in a tangible form or certify to the Disclosing Party that it has destroyed or, if the Information is recorded on an erasable storage medium, erased such Information.

4. The Receiving Party shall have no obligation to preserve the confidential or proprietary nature of any Information which:

a. was already known to the Receiving Party free of any obligation to keep it confidential at the time of its disclosure by the Disclosing Party as evidenced by the Receiving Party’s written records prepared prior to such disclosure; or

b. is or becomes publicly known through no wrongful act of the Receiving Party; or

c. is rightfully received from a third person having no direct or indirect secrecy or confidentiality obligation to the Disclosing Party with respect to such Information; or

d. is independently developed by an employee, contractor or agent of the Receiving Party or a third party not associated with the Project and who did not have any direct or indirect access to the Information; or

e. is approved for release by written authorization by the Disclosing Party; or

f. it is required to disclose the information pursuant to an order of a duly empowered government agency or a court of competent jurisdiction, provided due notice and an adequate opportunity to intervene is given to the Disclosing Party, unless such notice is prohibited by such order.

5. The term of this Agreement is three (3) years from the above stated Effective Date. Any Information relating to the Project that is disclosed by one Party to the other Party shall remain confidential for five (5) years from the date of disclosure.

6. Any disclosed Information shall be deemed the property of the Disclosing Party, who shall retain exclusively rights to such Information. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any such Information.

7. This Agreement shall benefit and be binding upon the Parties hereto and their respective subsidiaries, affiliates, successors and assigns.

8. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH DISCLOSING PARTY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY NATURE WHATSOEVER WITH RESPECT TO ANY INFORMATION FURNISHED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES AGAINST INFRINGEMENT.

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9. NEITHER PARTY SHALL BE LIABLE TO OR THROUGH ANOTHER FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVERARISING OUT OF THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. In the event the Receiving Party discloses, disseminates, or releases any confidential or proprietary Information received from the Disclosing Party, except as provided in Paragraph 4, such disclosure, dissemination, or release shall be deemed a material breach of this Agreement. In the event of such breach, the Disclosing Party may demand prompt return of all confidential and proprietary Information previously provided to the Receiving Party and terminate this Agreement. The provisions of this Paragraph are in addition to any other legal rights or remedies the Disclosing Party may have in law or in equity.

11. This is the sole Agreement between the Parties about its subject matter. It incorporates and supersedes all written and oral communications about its subject. It may only be changed or supplemented by a written amendment signed by authorized representatives of each Party.

12. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, irrespective of its choice of laws principles. Both Parties agree to comply with all laws, including, but not limited to, laws and regulations regarding the export of information outside the United States. The Receiving Party will not knowingly transmit, directly or indirectly, in whole or in part, any Information of the Disclosing Party or export, directly or indirectly, any product or Information in contravention of the laws of the United States or the laws of any other country governing the aforesaid activities. The Receiving Party shall not transfer any Information received hereunder or any product made using such Information to any country prohibited from receiving such data or product by the U.S. Department of Commerce Export Administration Regulations without first obtaining a valid export license. In the event the Receiving Party violates the foregoing, it agrees to defend, indemnify, and hold harmless the Disclosing Party from and against any claim, loss, liability, expense or damage including fines or legal fees, incurred by the Disclosing Party with respect to the export or re-export activities contrary to the foregoing. Notwithstanding any other provision of this Agreement or any Supplement attached hereto, this Section shall survive any termination or expiration of this Agreement and any Supplements attached hereto.

Southwestern Bell Communications, Inc. PACIFIC BELL TELEPHONE COMPANY, NEVADA BELL TELEPHONE COMPANY, and SOUTHWESTERN BELL TELEPHONE COMPANY

By: Steven Grimm By: Gun Shim

Print Name: Steven Grimm for Print Name: Stephen G. Welch

Title: President, SBCLD Title: President-SBC Procurement

Date Signed: June 6, 2000 Date Signed: June 5, 2000

Approved As To FormAttorney: Bruce Ramsey 06/06/00

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