NEVADA BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 1...

NEVADA BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 1201st Revised

CANCELS 200th Revised Page 1

(This page filed under Transmittal No. 212 )

Issued: November 10, 2010 Effective: November 11, 2010

Four AT&T Plaza, Dallas, Texas 75202

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RATES, RULES AND CHARGES

Title Page and Pages 1 to 22-45, inclusive of this tariff are effectiveas of the date shown. Original and revised pages as named below andSupplement No. 6 contains all changes from the original tariff that arein effect on the date hereof.

CHECK SHEET

Number of Number ofRevision Revision

Except as Except asPage Indicated Page Indicated

Title Original 23 Original1 201st* 24 Original1.1 15th 25 1st1.2 80th 26 Original1.2.1 1st 27 Original1.3 4th 28 1st1.4 19th 29 1st1.5 53rd 30 2nd1.5.1 10th 31 1st1.6 23rd 1-1 Original1.7 9th 1-2 1st1.7.1 2nd 2-1 1st1.8 14th 2-2 2nd1.9 48th 2-3 1st1.10 17th 2-4 1st1.11 26th 2-5 3rd1.12 35th* 2-5.1 1st1.13 10th* 2-6 1st2 1st 2-7 Original3 Original 2-8 Original4 2nd 2-9 Original5 Original 2-10 Original6 2nd 2-11 Original7 1st 2-12 1st8 1st 2-13 Original9 Original 2-14 6th10 5th 2-15 5th11 Original 2-15.1 4th12 1st 2-16 Original13 1st 2-17 4th14 Original 2-18 Original15 Original 2-19 Original16 3rd 2-20 Original17 4th 2-21 Original18 Original 2-22 Original19 3rd 2-23 Original20 Original 2-24 Original21 3rd 2-25 Original22 4th 2-26 Original22.1 Original 2-27 Original22.2 27th* 2-28 Original22.3 4th 2-29 Original22.4 5th

* New or Revised

NEVADA BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 135th Revised Page 1.12

CANCELS 34th Revised Page 1.12




ACCESS SERVICECHECK SHEET (Cont’d)

Number of Number ofRevision RevisionExcept as Except as

Page Indicated Page Indicated23-216 2nd 23-280 Original23-217 2nd 23-281 Original23-218 2nd 23-282 Original23-219 2nd 23-283 1st23-220 2nd 23-284 Original23-221 2nd 23-285 Original23-222 2nd 23-286 Original23-223 2nd 23-287 Original23-224 Original 23-288 Original23-225 Original 23-289 Original23-226 2nd 23-290 Original23-227 2nd 23-291 Original23-228 Original 23-292 Original*23-229 Original 23-293 Original*23-230 2nd 23-294 Original*23-231 2nd 23-295 Original*23-232 1st 23-296 Original*23-233 Original 23-297 Original*23-234 1st 23-298 Original*23-235 Original 23-299 Original*23-236 Original 23-300 Original*23-237 Original 23-301 Original*23-238 Original 23-302 Original*23-239 Original 23-303 Original*23-240 Original 23-304 Original*23-241 Original 23-305 Original*23-242 Original 23-306 Original*23-243 Original 23-307 Original*23-244 Original 23-308 Original*23-245 Original 23-309 Original*23-246 Original 23-310 Original*23-247 Original 23-311 Original*23-248 Original 23-312 Original*23-249 Original 23-313 Original*23-250 Original 23-314 Original*23-251 Original 23-315 Original*23-252 Original 23-316 Original*23-253 Original 23-317 Original*23-254 Original 23-318 Original*23-255 Original 24-1 3rd23-256 Original 24-2 Original23-257 Original 24-3 Original23-258 Original 24-4 Original23-259 Original 24-5 1st23-260 Original 24-6 1st23-261 Original 24-7 1st23-262 Original 24-8 1st23-263 Original 24-9 1st23-264 Original 24-10 Original23-265 Original 24-11 Original23-266 Original 24-12 1st23-267 Original 24-13 1st23-268 Original 24-14 1st23-269 Original 24-15 1st23-270 Original 24-15.1 Original23-271 Original 24-16 2nd23-272 Original 24-16.1 Original23-273 Original 24-17 1st23-274 Original 24-17.1 Original23-275 Original 24-17.2 Original23-276 Original 24-17.3 Original23-277 Original 24-17.4 Original23-278 Original 24-17.5 Original23-279 Original 24-17.6 Original

*New or Revised






ACCESS SERVICERATES, RULES AND CHARGES

CHECK SHEET (Cont’d)Number of Number ofRevision RevisionExcept as Except as

Page Indicated Page Indicated

24-17.7 Original 26-13 2nd24-17.8 Original 26-14 2nd24-17.9 Original 26-15 2nd24-17.10 Original 26-16 4th24-17.11 Original 26-17 2nd24-17.12 Original 26-18 4th24-17.13 Original 26-19 4th24-17.14 Original 26-19.1 2nd24-18 2nd 26-20 3rd24-19 1st 26-21 3rd25-1 3rd 26-22 5th25-2 3rd 26-22.1 2nd25-3 3rd 26-23 6th25-4 3rd 26-24 2nd25-5 2nd 26-25 3rd25-6 3rd 26-26 2nd25-7 2nd 27-1 4th25-8 2nd 27-2 3rd25-9 2nd 27-3 2nd25-10 2nd 27-4 2nd25-11 2nd 27-5 5th25-12 2nd 27-5.1 2nd25-13 2nd 27-5.2 2nd25-14 2nd 27-5.3 2nd25-15 2nd 27-5.4 2nd25-16 2nd 27-6 8th25-17 2nd 27-7 4th25-18 2nd 27-7.1 2nd25-19 2nd 27-8 5th25-20 2nd 27-9 3rd25-21 2nd 27-10 2nd25-22 2nd 27-11 2nd25-23 3rd 27-12 2nd25-24 3rd 27-13 4th25-25 3rd 27-14 8th25-26 3rd 27-14.1 2nd25-27 2nd 27-15 7th26-1 3rd 27-15.1 2nd26-2 3rd 27-16 8th26-3 2nd 27-17 4th26-4 5th 27-18 5th26-5 3rd 28-1 2nd26-5.1 2nd 28-2 2nd26-5.2 2nd 28-3 Original26-5.3 2nd26-6 4th26-6.1 4th26-7 5th26-7.1 2nd26-8 3rd26-9 8th26-10 3rd26-11 2nd26-12 4th






ACCESS SERVICETABLE OF CONTENTS

Page

23. Pricing Flexibility Contract Offerings 23-1

23.1 Contract Offer No . 1 – Wireless Advantage Managed ServicesValue Incentive Plan (WAMS-VIP) Offer 23-1

23.2 Contract Offer No . 2 – Special Access Service Offer 23-3023.3 Contract Offer No . 3 – Broadband Plan - Service Offer 23-5823.4 Contract Offering No . 4 – 2005 Access Extension Offer 23-8023.5 Contract Offering No . 5 – Access Discount Offer 23-10323.6 (1)

23.7 (1)

23.8 (1)

23.9 Contract Offer No . 9 – Wireless Advantage Managed ServicesValue Incentive Plan (WAMS-VIP) Offer 23-155

23.10 (1)

23.11 (1)

23.12 (1)

23.13 (1)

23.14 Contract Offer No. 14— Price Flex MARC and Discount FreezeOption 23-205

23.15 (1)

23.16 (1)

23.17 Contract Offer No. 17 – Special Access Bundle Service Offer 23-22323.18 Contract Offer No. 18 – DS3 Extension Bundle Service Offer 22-23223.19 Contract Offer No. 19 – Access Service Offer 23-23923.20 Contract Offer No. 20 – DS3 IOF Transport Bundle Service Offer 23-26523.21 Contract Offer No. 21 – Access Service Offer 23-27223.22 Contract Offering No. 22 – Access Advantage Plus Transport

Service Extension 23-28223.23 Contract Offering No. 23 – Access Advantage Plus Transport

Service Extension 23-28723.24 Contract Offer No. 24 – Access Service Offer 23-292

24. True IP to PSTN (TIPToP) Service 24-1

24.1 Service Description 24-224.2 Rate Regulations 24-1524.3 Rates and Charges 24-18

25. (1)

(1) Material in this Section has been de-tariffed as required by the Commission upon useof the forbearance relief pursuant to FCC Memorandum Opinion and Order No. 07-180,released October 12, 2007. Terms and Conditions associated with de-tariffed servicesare available at www.att.com/guidebook .

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NEVADA BELL TELEPHONE COMPANY TARIFF F.C.C. NO. 1Original Page 23-292




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23. Pricing Flexibility Contract Offerings

23.24 Contract Offer No. 24 – Access Service Offer

23.24.1 General Description

The Special Access Service Offer (Contract Offer No. 24)is a Minimum Annual Revenue Commitment plan for whichconcurrent subscription is required to this ContractOffer and the following Access Tariffs: The SouthernNew England Telephone (SNET) Tariff F.C.C. No. 39,Contract Offer No. 49; Southwestern Bell TelephoneCompany (SWBT) Tariff F.C.C. No. 73 Contract Offer No.170; Pacific Bell Telephone Company (PBTC) Tariff F.C.C.No. 1, Contract Offer No. 155; BellSouthTelecommunications, Inc. (BellSouth) Tariff F.C.C. No.1, Contract Offer No. 72, and Ameritech OperatingCompanies (Ameritech) Tariff F.C.C. No. 2, ContractOffer No. 194 (collectively, with this Contract OfferNo. 24, Concurrently Subscribed Contract Offers). SWBT,SNET, PBTC, BellSouth and Ameritech, with the TelephoneCompany, shall be identified herein as the “QualifiedCompanies.”

Subject to the Terms and Conditions set forth elsewherein this Contract Offer No. 24 and the other ConcurrentlySubscribed Contract Offers, Contract Offer No. 24requires eligible Customers to make and satisfy aMinimum Annual Revenue Commitment (MARC), as defined inSection 23.24.5. The MARC consists of certain recurringrevenues from, in the aggregate, all MARC-eligibleservices purchased from Nevada Bell Telephone Company(“NBTC” or “Telephone Company”), as defined and providedin this Contract Offer No. 24, and the MARC-eligibleservices as defined and provided in the otherConcurrently Subscribed Contract Offers described inSection 23.24.3(C).

MARC-eligible services provided by the Telephone Companyare described in Section 23.24.2, with the SubjectServices set forth in Section 23.24.2(A), and Non-Subject Services set forth in Section 23.24.2(B).

Contract Offer No. 24 will be available for subscriptiononly from November 11, 2010 through December 11, 2010.This offer is not renewable.

(x) Issued under Authority of Special Permission No. 10-025 of F.C.C.

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23. Pricing Flexibility Contract Offerings (Cont’d)

23.24 Contract Offer No. 24 – Access Service Offer (Cont’d)

23.24.2 Subject and Non-Subject Services

MARC-eligible services under this Contract Offer No. 24consist of both Subject Services, listed in Table A,below, and Non-Subject Services, listed in Table B,below, provided by the Telephone Company and locatedwithin the “Operating Territory” of the TelephoneCompany, as described in NBTC Tariff F.C.C. No. 1,Section 17 (Operating Territory) except that in no eventshall any services connecting to the Customer’s or anyof its Affiliate’s cell sites, mobile telecommunicationsswitching offices (MTSOs), or mobile switching centers(MSCs) be considered MARC-eligible services.

(A) Subject Services

Subject Services are pricing flexibility qualifiedaccess services or rate elements listed in Table A,below.

Table A – Subject Services

Category Services IncludedInterstate SpecialAccess located inPricing FlexibilityMetropolitanStatistical Areas(MSAs)

DS1, DS3, Broadband Circuit Service(BCS) , except for any rate elementsnot subject to pricing flexibility

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23.24.2 Subject and Non-Subject Services (Cont’d)

(B) Non-Subject ServicesNon-Subject Services are listed in Table B, below.

Table B – Non-Subject ServicesCategory Services Included

Interstate Special AccessServices provided by theTelephone Company but notlocated in PricingFlexibility MetropolitanStatistical Areas (MSAs) andany rate elements located inPricing Flexibility MSAs butnot subject to pricingflexibility relief.

DS1, DS3, Synchronous BroadbandCircuit Service (BCS) and rateelements not listed in Table A

Broadband Interstate SpecialAccess

1 Optical Carrier Network (OCN) Pointto Point, Dedicated SONET RingService (DSRS), Multi-Service OpticalNetwork (MON) Ring Service, GigaMAN, ®

DecaMAN® and Opt-E-MAN 1 Services,Serial Component Video Service(SCVS), AVS 270 Video Service, HDTV

Intrastate Special Access

Intrastate services equivalent to theinterstate services listed above aseither Subject Services or Non-SubjectServices

(C) All terms and conditions for those MARC-eligible services thatare tariffed are governed by their respective tariff sections,except as noted in this Contract Offer No. 24. All terms andconditions for those MARC-eligible services that are nottariffed are governed by the applicable guidebooks, serviceguides or contracts. No service purchased by or on behalf ofany Affiliate of Customer that is not a “Permitted Affiliate,”as defined herein, and no service purchased by Customer, orany of its Permitted Affiliates, for its provision of wirelesstelecommunications services, shall constitute a SubjectService or Non-Subject Service under this Contract Offer. A“Permitted Affiliate,” as that phrase is used in this ContractOffer, is an Affiliate of Customer that is identified byCustomer on its LOS under this Contract Offer. “Affiliate” isdefined herein as set forth in the Communications Act of 1934,as amended. “Wireless telecommunications services” isdefined as set forth in 47 CFR § 1.907.

1 Interstate OCN PTP, DSRS, MON, GigaMAN, ® DecaMAN,® and Opt-E-MAN ® services are now provided on a

contractual basis outside of the tariff, including all terms and conditions. As required by

the Commission, to allow the Telephone Company to take advantage of the relief granted in the

Commission's Memorandum Opinion and Order No. 07-180 released October 12, 2007, services have

been de-tariffed by the Telephone Company. Rates, terms and conditions associated with de-

tariffed services are available at www.att.com/guidebook.

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23.24.2 Subject and Non-Subject Services (Cont’d)

(D) Subject Services and Non-Subject Services shall alsoinclude any additional similar or successor serviceswhich are provided by the Qualified Companies and werenot available as of the effective date of this ContractOffer No. 24.

23.24.3 Eligibility Criteria

The following Eligibility Criteria apply to this ContractOffer No. 24:

(A) Contract Offer No. 24 is available for qualifiedspecial access services located in the PricingFlexibility MSAs where the Telephone Company has beengranted Phase II pricing flexibility, as listed in NBTCTariff F.C.C. No. 1, Section 22 and those additionalMSA’s listed below. During the Term Period of thisContract Offer No. 24, if the Telephone Company isgranted pricing flexibility relief in additional MSAsnot listed in Section 22 at the time of subscription,the Customer may, at its option, include SubjectServices in those additional MSAs as eligible for thediscounts under this Contract Offer No. 24.

Reno, NV

(B) During the twelve (12) months prior to the SubscriptionDate, the Customer must have purchased servicesequivalent to those included among the Subject Servicesand Non-Subject Services under this Contract Offer,which services must have resulted in charges equivalentto those included in MARC-Eligible Charges under thisContract Offer (as defined in Section 23.24.4(C),below) during those twelve (12) months equal to no lessthan $800 million.

(C) Concurrently Subscribed Contract Offers. The Customermust concurrently subscribe to the following ContractOffers:

• NBTC Tariff F.C.C. No. 1, Contract Offer No. 24;• PBTC Tariff F.C.C. No. 1, Contract Offer No. 155;• SWBT Tariff F.C.C. No. 73, Contract Offer No. 170;• Ameritech Tariff F.C.C. No. 2, Contract Offer No. 194;• BellSouth Tariff F.C.C. No. 1, Contract Offer No. 72; and• SNET Tariff F.C.C. No. 39, Contract Offer No. 49.


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23.24.3 Eligibility Criteria (Cont’d)

(D) As of the time of the Customer’s subscription tothis Contract Offer, the Customer may not bepurchasing interstate or intrastate special accessservices from the Telephone Company pursuant to anypricing flexibility contract offer, broadbandservices agreement, intrastate “ICB” contract orother individually negotiated tariff or agreementthat includes any minimum volume or revenuecommitment, other than the Concurrently SubscribedContract Offers or any contract offer that will beterminated upon the Customer’s subscription toConcurrently Subscribed Contract Offers.

23.24.4 Terms and Conditions

The following Terms and Conditions apply to thisContract Offer No. 24:

(A) Subscription.

To subscribe to Contract Offer No. 24, the Customermust submit a Letter of Subscription (LOS) to theTelephone Company. The Customer must provide, atthe time of subscription, all applicable andqualifying Access Customer Name Abbreviations(ACNAs) that the Customer designates for inclusionin this Contract Offer No. 24 for itself and itsPermitted Affiliates (hereafter referred to as“Eligible ACNAs”). Services ordered or purchasedunder other ACNAs may not be transferred to, orconverted for inclusion under, this Contract OfferNo. 24.

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23.24.4 Terms and Conditions (Cont’d)

(B) Term Period

The term of this Contract Offer No. 24 (Term Period)shall begin on the date the Letter of Subscription(LOS) is signed by the last of the Customer and theTelephone Company (Subscription Date) and shall endon June 30, 2014, subject to extensions as providedin this Section 23.24.4(B). Term Year 1 shall beginon the Subscription Date and end on June 30, 2011,and shall consist of three quarters (from theSubscription Date to December 31, 2010; from January1, 2011 to March 31, 2011; and from April 1, 2011 toJune 30, 2011). Each subsequent Term Year shallconsist of a period of twelve (12) consecutivemonths, beginning July 1st after the end of theprevious Term Year.

The Term Period will be extended at the Customer’soption by up to two (2) consecutive one-yearextension periods if the Customer provides to theTelephone Company written notice of intent to extendthis Contract Offer No. 24 for such an extensionperiod, at least ninety (90) days prior to June 30,2014, or with respect to the second extension, atleast ninety (90) days prior to June 30, 2015. Ifthe Customer fails to provide such notice, the TermPeriod ends on June 30, 2014, or after the firstextension period on June 30, 2015, as applicable.The extension, if any, must apply to all of theConcurrently Subscribed Contract Offers. (N)

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(C) The Customer must satisfy a MARC, as described in23.24.5(A), for each Term Year of this ContractOffer No. 24. The MARC shall be satisfied by grossbilled recurring revenue, after application of anydiscounts or credits applicable to those recurringrevenues (except Area Commitment Plan credits underthe BellSouth Tariff F.C.C. No. 1, and those issuedunder this Contract Offer No. 24 and the otherConcurrently Subscribed Contract Offers), as well asadjustments for overbilling, underbilling andbilling dispute settlements addressed during theAnnual True-up Process only for, in the aggregate,the MARC-eligible services, as set forth in Section23.24.2 of this Contract Offer No. 24, and the MARC-eligible services, as similarly set forth in theother Concurrently Subscribed Contract Offers, whichare purchased by and billed to Customer and itsPermitted Affiliates (as each exists as of July 1,2010) (or their permitted successors) under theEligible ACNAs (collectively, “MARC-EligibleCharges”). The MARC-eligible services, as set forthin Section 23.24.2 of this Contract Offer No. 24,and the MARC-eligible services as similarly setforth in the other Concurrently Subscribed ContractOffers, are collectively referred as the “MARC-Eligible Services.” The Customer’s MARC-EligibleCharges shall specifically exclude non-recurringcharges, usage-based charges and temporary servicecharges. A “permitted successor” is a successor-in-interest to the Customer or a Permitted Affiliatethat is itself an Affiliate of Customer, provided,however, that charges for MARC-eligible services, asset forth in Section 23.24.2 of this Contract OfferNo. 24, and charges for MARC-eligible services, assimilarly set forth in the other ConcurrentlySubscribed Contract Offers, shall only be consideredMARC-Eligible Charges to the extent that they wouldhave prior to the transaction that resulted in suchpermitted successor.

(D) Credits earned by the Customer under this ContractOffer No. 24 and the other Concurrently SubscribedContract Offers shall be applied as described inSection 23.24.6, below, and in the analogoussections of the other Concurrently SubscribedContract Offers.


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(E) Except as provided in Section 23.24.4(F), withrespect to Contract Offer No. 19, credits earnedunder this Contract Offer No. 24 are in addition to,and do not alter, any existing servicediscounts/term plans available in the TelephoneCompany’s generally applicable tariffs or otherContract Tariffs.

(F) MARC-Eligible Services under this Contract Offer No.24 may not be purchased pursuant to any pricingflexibility contract offer, broadband servicesagreement, intrastate “ICB” contract or otherindividually negotiated tariff or agreement thatincludes any minimum volume or revenue commitment,other than the Concurrently Subscribed ContractOffers (any such precluded tariffs or agreementshereafter referred to as an “Other CommitmentAgreement”), unless the Other Commitment Agreementexpressly refers to this Contract Offer andexpressly permits the Customer to purchase suchservices subject to both this Contract Offer and theOther Commitment Agreement. The word “purchase,” asused in the foregoing sentence refers to theCustomer obtaining or using any service in exchangefor compensation, regardless of when the service wasordered or installed. If, as of the Effective Dateof this Contract Offer, the Customer purchasesservices subject to NBTC Tariff F.C.C. No. 1,Contract Offer No. 19 (Prior Contract Offer), thePrior Contract Offer shall be terminated, withouttermination liability, simultaneously with theCustomer’s subscription to this Contract Offer andthe Customer will therefore be permitted tosubscribe to this Contract Offer.

(G) Purchase of Long Distance Voice Services:

The Customer must commit to purchasing, betweenAugust 1, 2010 and July 31, 2012, a single TDM–basedlong distance voice service and/or a single IP-basedlong distance voice service from an affiliate of theTelephone Company, including, but not limited to,ABN/OneNet, 1 representing aggregate recurring billedrevenues of no less than $85 million over such two-year period, after applicable discounts, credits, andadjustments.

1ABN/OneNet services are provided on a contractual basis outside of thetariff, including all terms and conditions. Rates, terms and conditionsassociated with ABN/OneNet services are available at http://new.serviceguide.att.com/

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(H) Credits to be provided under this Contract Offer No.24 will not be issued unless and until the Customerhas paid all billed charges for MARC-EligibleServices due and owing as of the date the creditsare issued (excluding amounts properly disputed),and is otherwise in material compliance with thisContract Offer.

(I) Subject Services are subject to certain rates,charges and general terms and conditions in othersections of NBTC Tariff F.C.C. No. 1 (Sections 2-General Regulations, 5-Ordering Options for Switched& Special Access Service, and 13- AdditionalEngineering, Additional Labor & MiscellaneousServices), and such terms and conditions may bemodified through the filing of tariff changes at anytime during the Contract Term. However, such tariffmodifications will not change the Terms andConditions described in this Contract Offer No. 24.

(J) Commingling (as defined in NBTC Tariff F.C.C. No. 1,Section 2.6) of Subject Services provided pursuant tothis Contract Offer No. 24 is prohibited.

23.24.5 Minimum Annual Revenue Commitment (MARC)

(A) MARC EstablishmentThe Customer must satisfy a MARC for each Term Year,as set forth in Table C, below, to be satisfied byMARC-Eligible Charges.

Table C

Term YearMinimum Annual Revenue

CommitmentYear 1 $491,166,666Year 2 $846,000,000Year 3 $848,000,000Year 4 $848,000,000Year 5 - First OptionalExtension

$848,000,000

Year 6 - Second OptionalExtension

$848,000,000

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23.24.5 Minimum Annual Revenue Commitment (MARC)(B) MARC Calculations

Satisfaction of the MARC shall be determinedaccording to MARC-Eligible Charges (defined inSection 23.24.4(C)). MARC-Eligible Charges includecharges for MARC-Eligible Services that were inservice as of the Subscription Date, as well as thoseplaced in service during the Term Period.

(C) Failure to Satisfy the MARC

If the Customer fails to satisfy the MARC or a year-to-date pro-rated quarterly MARC, as the case may be,as determined in the Quarterly True-Up Process or theAnnual True-Up Process, the Qualified Companies shallbill and the Customer shall pay the amount of theQuarterly Shortfall or Annual Shortfall (collectively“Shortfalls”), as applicable, as provided in Sections23.24.6(B) and (C), below. Any Shortfalls shall bedivided among this Contract Offer No. 24 and theother Concurrently Subscribed Contract Offers inproportion to the billing incurred for MARC-EligibleCharges under those contract offers. Customer and theQualified Companies shall attempt in good faith tocomplete the processes contemplated in the QuarterlyTrue-Up and Annual True-Up, including making anypayments or applying any credits resulting there fromwithin ninety (90) days from the end of therespective quarterly period or Term Year.

(D) If Qualified Companies sell or dispose of more thanone percent (1%) of their assets, or if the Customersells or disposes of more than one percent (1%) ofits assets used in purchasing services required toachieve any MARC, and any such sale or disposalmaterially impairs the Customer’s ability to satisfyany MARC, the parties shall negotiate in good faithone or more replacement contract offers to reflectthe impairment of such sale or disposal on Customer’sability to satisfy the affected MARC(s) and implementcorresponding proportional reductions of the MARC(s)and Monthly MARC Credits (MMC).

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ACCESS SERVICE23. Pricing Flexibility Contract Offerings (Cont’d)


23.24.6 Discounts and Other Credits

(A) Monthly Credits

For each month of a Term Year, the Customer iseligible for a single Monthly MARC credit under,collectively, this Contract Offer and the otherConcurrently Subscribed Contract Offers (MonthlyMARC Credits or MMCs).

The Qualified Companies will issue an MMC to theCustomer for any month during a Term Year in whichthe Customer satisfies one-twelfth (1/12) of theMARC for that Term Year (Monthly MARC). If theCustomer has not met the Monthly MARC, no creditwill be given at that time, but Customer remainseligible to receive such MMCs at a later date inconjunction with the Quarterly and Annual True-Upprocesses as noted below.

The aggregate amount of Monthly MARC Credits for aTerm Year under this Contract Offer No. 24 and theother Concurrently Subscribed Contract Offers shallbe as provided in Table D, below. The MonthlyCredits shall be divided among this Contract OfferNo. 24 and the other Concurrently SubscribedContract Offers in proportion to the billingincurred for the MARC-Eligible Charges. TheTelephone Company will apply the portion of the MMCassociated with this Contract Offer No. 24 to theCustomer’s bill no later than sixty (60) days fromthe end of the month in which the Monthly MARC wasachieved. MMCs will be allocated among theQualified Companies according to the amounts ofrevenue attributable to Subject Services and billedby the Qualified Companies during the relevantmonth.

MMCs shall not be posted if the Customer is inmaterial breach of this Contract Offer No. 24 oranother Concurrently Subscribed Contract Offer, orin material breach of any other terms and conditionsgoverning the Subject Services, including, withoutlimitation, failure to pay any undisputed amount duefor Subject Services, until such breach is cured orpayment for undisputed amounts is made by Customer.

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23.24.6 Discounts and Other Credits (Cont’d)

(A) Monthly Credits (Cont’d)

Table D –

B) Quarterly True-up Process

(1) The Qualified Companies shall perform a MARCtrue-up calculation following each of the firstthree quarters of each Term Year of thisContract Offer No.24 and the other ConcurrentlySubscribed Contract Offers (Quarterly True-upProcess), provided that the Term Year 1 shallhave such quarterly true-ups only for the firsttwo of its three quarters. To perform suchcalculations, the Qualified Companies shalldetermine the Customer’s aggregate MARC-EligibleCharges for the completed quarters of the TermYear, plus any Quarterly Shortfall(s) (definedin Section 23.24.6(B)(2) and analogousprovisions of the other Concurrently SubscribedContract Offers) previously paid by the Customerunder this Contract Offer No. 24 and any of theother Concurrently Subscribed Contract Offersfor the completed quarters of that Term Year(collectively, Year-to-Date Revenue), and shallcompare that amount to the year-to-date pro-rated MARC, which shall be defined as theproduct of one-fourth of the MARC times thenumber of quarters included in each QuarterlyTrue-up Process (Year-to-Date MARC), provided,however, that the pro-rated MARC attributable toeach of the quarters of Term Year 1 shall be theproduct of one-third of the Term Year 1 MARCtimes the number of quarters included in theTerm Year 1 Quarterly True-Up Process.Subsequent quarters will begin every threemonths thereafter, for the remainder of the TermPeriod.

Term YearMonthly MARCCredit (MMC)

Year 1 $6,000,000Year 2 $6,000,000Year 3 $6,000,000Year 4 $6,000,000Year 5 - FirstOptional Extension

$6,000,000

Year 6 - SecondOptional Extension

$6,000,000

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B) Quarterly True-up Process (Cont’d)

(2) If, based on the Quarterly True-up Process, theYear-to-Date Revenue is less than the Year-to-Date MARC, the Qualified Companies will bill andthe Customer will pay the amount equal to thedifference between the Year-to-Date MARC and theYear-to-Date Revenue (Quarterly Shortfall). AnyQuarterly Shortfall will be allocated among theQualified Companies according to the amounts ofMARC-Eligible Charges attributable to SubjectServices and billed by the Qualified Companiesduring the relevant quarter. Upon payment ofthe Quarterly Shortfall, the Telephone Companyshall issue (i) any MMC not previously issuedfor any month included in that Quarterly Review,and (ii) the MMC for the last month of thatquarter. In lieu of making payment of theQuarterly Shortfall and subsequently receivingany MMCs due under this Section for that samequarter, Customer shall be entitled to have suchamounts be netted such that if the QuarterlyShortfall exceeds the amount of any such MMCs,Customer pays a net Quarterly Shortfall equal tothe net amount of such difference, or if theQuarterly Shortfall is less than the amount ofany such MMCs, Customer makes no QuarterlyShortfall payment but rather receives net MMCsthat reflect the net amount of such difference.

(3) If, based on the Quarterly True-up Process, theCustomer’s Year-to-Date Revenue is equal to orgreater than the Year-to-Date MARC, theTelephone Company shall issue to the Customerany MMC(s) not previously issued for any monthincluded in that Quarterly True-up Process dueto Customer’s failure to meet the Monthly MARC.

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(C) Annual True-up Process

(1) If, at the end of a Term Year, the Customer’s MARC-Eligible Charges (ignoring any Quarterly Shortfall(s)previously paid by the Customer for that Term Year)are equal to, or greater than, the MARC for that TermYear, the Telephone Company will issue a credit forany Quarterly Shortfall(s) previously paid by theCustomer for that Term Year (Reversing Credit), andshall issue to the Customer (i) any MMC(s) notpreviously issued for any month included in that TermYear, and (ii) the MMC for the last month of that TermYear. The Customer’s MARC-Eligible Charges shall beadjusted by the net amount of only those billingadjustments for overbilling, underbilling, and billingdispute settlements during that Term Year that both:(i) are not already reflected in the MARC-EligibleCharge calculation via monthly recurring chargebilling, and (ii) exceed, either individually or inthe aggregate for a group of related adjustments, onemillion dollars ($1,000,000).

(2) If, at the end of a Term Year, the amount of theCustomer’s MARC-Eligible Charges plus any QuarterlyShortfall(s) previously paid for that Term Year isless than the MARC for that Term Year, the QualifiedCompanies shall bill, and the Customer shall pay, anamount equal to the difference between (a) the MARC,and (b) the Customer’s MARC-Eligible Charges plus anyshortfall(s) paid for that Term Year (AnnualShortfall). Any Annual Shortfall will be allocatedamong the Qualified Companies according to the amountsof MARC-Eligible Charges attributable to SubjectServices and billed by the Qualified Companies duringthe relevant Term Year. Upon payment of the AnnualShortfall, the Telephone Company shall issue to theCustomer (i) any MMC not previously issued for anymonth included in that Term Year, and (ii) the MMC forthe last month of that Term Year. In lieu of makingpayment of the Annual Shortfall and subsequentlyreceiving any MMCs due under this Section for thatTerm Year, Customer shall be entitled to have suchamounts be netted such that if the Annual Shortfallexceeds the amount of any such MMCs, Customer pays anet Annual Shortfall equal to the net amount of suchdifference, or if the Annual Shortfall is less thanthe amount of any such MMCs, Customer makes no AnnualShortfall payment but rather receives net MMCs thatreflect the net amount of such difference.

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(C) Annual True-up Process (Cont’d)

(3) If at the end of a Term Year, (a) the Customer’sMARC-Eligible Charges are less than the MARC forthat Term Year, but (b) the Customer’s MARC-Eligible Charges plus any Quarterly Shortfall(s)previously paid by the Customer under thisContract Offer No. 24 and the other ConcurrentlySubscribed Contract Offers for that Term Year aregreater than the MARC for that Term Year, thenthe Qualified Companies will issue a credit forthe difference between (c) the Customer’s MARC-Eligible Charges plus any Quarterly Shortfall(s)for that Term Year, less (d) the MARC for thatTerm Year (Partially Reversing Credit). Any suchcredits will be allocated among the QualifiedCompanies according to the amount of MARC-Eligible Charges attributable to Subject Servicesand billed by the Qualified Companies during therelevant month. The Telephone Company shallissue (i) any MMC not previously issued for anymonth included in that Term Year, and (ii) theMMC for the last month of that Term Year.

(4) If, at the end of any Term Year except Term Year1, the Customer’s MARC-Eligible Charges(ignoring any Quarterly Shortfall(s) previouslypaid by the Customer for that Term Year) forthat Term Year are greater than the MARC forthat Term Year, the Telephone Company will issuea credit equal to ten percent (10%) of suchexcess (Contract Tariff Above-the-MARC CreditAmount). The Contract Tariff Above-the-MARCCredit Amount will be allocated among theQualified Companies according to the amount ofMARC-Eligible Charges attributable to SubjectServices and billed by the Qualified Companiesduring the relevant Term Year.

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23.24.7 Service Level Agreements (SLA)

The terms and conditions of this Service LevelAgreement (SLA) shall apply to Subject Servicesprovided under this Contract Offer, in addition to anyCredit Allowance for Service Interruptions availableunder NBTC Tariff F.C.C. No. 1, Section 2.4.4 or anycredits pursuant to the Installation Interval Guaranteeunder NBTC Tariff F.C.C. No. 1, Section 7.4.15. SLAdata will be gathered, tabulated and reported accordingto the Telephone Company’s generally applicable networkinstallation and maintenance operational rules, methodsand procedures.

(A) Special Construction Reimbursement Fund (SCRF).

The Telephone Company shall establish on behalf ofthe Customer a Special Construction ReimbursementFund (SCRF). Any credits issued to the Customerpursuant to the SLA will be applied to the SCRF.SCRF credits will be available to the Customeronly to defray any Special Construction chargesthat apply to Subject Services. Any creditsallocated to the SCRF must be used by the Customerwithin twelve (12) months after the end of theTerm Year for which such credits were issued.

(B) Installation Interval.

(1) The Telephone Company must provide service bythe confirmed due date for at least ninetypercent (90%) of DS1 Subject Services and atleast ninety-two percent (92%) of DS3 SubjectServices (each to be referred to as an“Installation Credit Level”). If (i)installation of Subject Services falls belowthe applicable Installation Credit Level forsix (6) consecutive calendar months (an“Installation Interval Failure”) and (ii) the“Average Monthly Orders Amount” as defined inSection 23.24.7(B)(3), below, meets or exceedsthe Monthly Benchmark, as defined in Table Ain Section 23.24.7 (B)(3), then the TelephoneCompany will apply a credit to the SCRF in theamount listed in Table A, below, for eachSubject Service for which the confirmed duedate was not met during those six (6) calendarmonths.

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23.24.7 Service Level Agreements (SLA) (Cont’d)

(B) Installation Interval. (Cont’d)

(2) If (i) installation of Subject Services fallsbelow the applicable Installation Credit Levelfor one or more additional consecutive monthsimmediately following an Installation IntervalFailure, and (ii) the “Average Monthly OrdersAmount” as defined in Section 23.24.7 (B)(3),below, meets or exceeds the Monthly Benchmark,as defined in Table A in Section 23.24.7B)(3),then an additional credit will be applied tothe SCRF for each such additional month(s).Such additional credits will be in the amountlisted in Table A, below, for each SubjectService for which the confirmed due date wasnot met during any such additional calendarmonth(s). Multiple Installation Intervalcredits will not apply to any calendar month.

(3) The “Average Monthly Orders Amount,” is theaverage number of Subject Service circuits, bycircuit type, with confirmed due dates duringany period of six (6) consecutive calendarmonths or, in the case of any additionalcalendar month subject to Section 23.24.7(B)(2), above, the average number of SubjectService circuits, by circuit type, withconfirmed due dates during such additionalcalendar month and the preceding five (5)calendar months. The Monthly Benchmark, bycircuit type, is listed in Table A, below.

Table A

Circuit TypeMonthly

BenchmarkCredit

DS1 4,900 $250

DS3 300 $350

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(B) Installation Interval. (Cont’d)Example 1.

Month1

Month2

Month3

Month4

Month5

Month6

Month 7Month 8 Month

9

DS3 97.2% 89.7% 89.8% 89.1% 90.9% 89.3% 89.3% 91.6% 94.0%

SUBJECTSERVICESWITH DUEDATES INEACHMONTH

322 339 315 320 299 308 356 297 336

AverageMonthlyOrdersAmount

NA NA NA NA NA NA

322.8

(averageof

months2-7)

315.8

(averageof

months3-8)

NA

DDMISSES

9 35 32 35 27 33 38 25 20

In Example 1, the Telephone Company’s installation of DS3 SubjectServices fell below Credit Level (92%) during six consecutivemonths (Months 2 through 7). In each of those months, the AverageMonthly Orders Amount (i.e., the six-month average number of DS3Subject Services with confirmed due dates) exceeded the applicableMonthly Benchmark (300). The applicable credit would be calculatedby adding the total number of Subject Services that were notinstalled by the applicable confirmed due dates (DD Misses) andmultiplying that number by the applicable credit amount ($350).

(Month 2 DD Misses + Month 3 DD Misses + Month 4 DD Misses + Month5 DD Misses + Month 6 DD Misses + Month 7 DD Misses) x CreditAmount = Total Credit, or

(35 + 32 + 35 + 27 + 33 + 38) x 350 = $70,000 Total Credit

In Month 8, the Telephone Company again failed to install serviceat or above the Credit Level, and the Average Monthly Orders Amount(i.e., the six-month rolling average number of monthly orders withconfirmed due dates (for Months 3 through 8)) exceeded the MonthlyBenchmark (300). An additional credit would be issued for Month 8only. No additional credits would be issued for the preceding sixmonths, since a credit was already issued for those months.

Month 8 DD Misses x Credit Amount = Total Credit25 x $350 = $8,750

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(A)Service Interruptions.

(1) Service Restoration Interval.

(a) The Telephone Company will restore servicewithin four (4) hours after the TelephoneCompany receives the applicable troublereport for at least forty eight percent(48%) of all service interruptions for DS1Subject Services and for at least sixty fivepercent (65%) of all service interruptionsfor DS3 Subject Services (each to bereferred to as a “Service Restoration CreditLevel”). If (i) service restoration fallsbelow the applicable Service RestorationCredit Level for six (6) consecutive months(a “Service Restoration Failure”), and (ii)the number of trouble reports in each suchmonth meets or exceeds the “Monthly TroubleReport Minimum,” as defined in Section23.24.7 (C)(1)(a), below, then the TelephoneCompany will apply a credit to the SCRF inthe amount listed in Table B, below, foreach trouble report for which service wasnot restored within the Restoration Intervalduring those six (6) calendar months.

(b) If (i) service restoration falls below theService Restoration Credit Level for one ormore additional consecutive monthsimmediately following a Service RestorationFailure, and (ii) the number of troublereports for each such month(s) meets orexceeds the “Monthly Trouble ReportMinimum,” as defined in Section 23.24.7(C)(1)(a), below, then the Telephone Companywill apply an additional credit to the SCRFin the amount listed in Table B, below, foreach trouble report for which service wasnot restored within the applicableRestoration Interval during each suchadditional calendar month(s). MultipleService Restoration credits will not applyto any calendar month.

(c) The “Monthly Trouble Report Minimum”, bycircuit type, is set forth in Table B,below.

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(C)Service Interruptions. (Cont’d)

(1) Service Restoration Interval. (Cont’d)

Table B

Circuit TypeMonthly TroubleReport Minimum Credit

DS1 4,000 $100

DS3 125 $350

Example 2:

DS1Month

1Month

2Month

3Month

4Month

5Month

6Month

7Month

8Month

9FF TRBLREPORTS 3937 4000 4184 4553 4032 4532 4601 4035 4005TTR >4.0 1302 2149 1506 2396 2168 2709 2417 2139 2099

% ≤ 4.0 66.93% 46.28% 64.01% 47.38% 46.23% 40.23% 47.47% 46.99% 47.59%

In Example 2, the Telephone Company restored servicein four hours or less for fewer than 48% of DS1Subject Services during six consecutive months(Months 4 through 9). During each of those months,the number of trouble reports for DS1 SubjectServices met or exceeded the Trouble Report Minimum.The applicable credit would be calculated by addingthe total number of Subject Services that were notrepaired within the 4 hour timeframe (TTR>= 4.0) andmultiplying that number by the applicable creditamount ($100).

(Jul TTR ≤4 + Aug TTR≤4 + Sept TTR ≤4 + Oct TTR≤4 + NovTT≤4 + Dec TTR≤4) x Credit Amount = Total Credit

Or

(2396 + 2168 + 2709 + 2417 + 2139 + 2099) x $100 =$1,392,800

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(C) Service Interruptions. (Cont’d)

(1) Repeat Trouble.

(a) No more than twenty-three percent (23%) of allDS1 trouble tickets and eleven percent (11%) ofall DS3 trouble tickets closed by the TelephoneCompany (each to be referred to as a “RepeatTrouble Credit Level”) during any calendar monthshall be for circuits that have had one or moretrouble tickets in the previous thirty (30)calendar days. If (i) the percentage of repeattrouble exceeds the Repeat Trouble Rate for six(6) consecutive months (a “Repeat TroubleFailure”), and (ii) the number of troublereports in each such month meets or exceeds the“Monthly Trouble Report Minimum,” as definedbelow, then the Telephone Company will apply acredit to the SCRF in the amount listed in TableC, below, for each repeat trouble report duringthose six (6) calendar months.

(b) If (i) repeat troubles exceed the Repeat TroubleCredit Level for one or more additional monthsimmediately following a Repeat Trouble Failure,and (ii) the number of trouble reports in eachsuch month meets or exceeds the “Monthly TroubleReport Minimum,” as defined below, then theTelephone Company will apply an additionalcredit to the SCRF in the amount listed in TableC, below, for each repeat trouble report duringeach such additional calendar month. MultipleRepeat Trouble credits will not apply to anycalendar month.

(c) The “Monthly Trouble Report Minimum”, by circuittype, is set forth in Table C, below.

Table C

Circuit TypeMonthly Trouble ReportMinimum Credit

DS1 4,000 $100DS3 125 $350

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(C) Service Interruptions. (Cont’d)

(2) Repeat Trouble. (Cont’d)Example 3.

In Example 3, more than 23% measure of all troubles wereclassified as repeat troubles for six consecutive months(Months 3 through 8), and Customer trouble reports in eachsuch month exceeded the Monthly Trouble Report Minimum. Acredit of $624,700 would be applied to the SCRF.

(999+1101+1098+1028+1005+1016) x 100 = $624,700

23.24.8 Assignment/Transfer/Successors

(A) Neither party shall assign or otherwise transfer thisContract Offer No. 24 or its rights or obligations hereunderto any person or entity without the prior written consent ofthe other party, which shall not be unreasonably withheld ordelayed, provided, however, that Customer shall have theright, without the consent of but with notice to theTelephone Company, to assign or otherwise transfer theentirety of this Contract Offer No. 24 to any PermittedAffiliate, so long as: (i) the other Concurrently SubscribedContract Offers are likewise assigned or otherwisetransferred in their entirety to that same Affiliate; and(ii) that Affiliate otherwise qualifies under this ContractOffer No. 24 and the other Currently Subscribed ContractOffers. Any assignment or other transfer shall be subject tothe other party's rights under this Contract Offer No. 24 andthe other Concurrently Subscribed Contract Offers; anyassignee or transferee shall continue to perform theassigning or transferring party's obligations under thisContract Offer No. 24 and the other Concurrently SubscribedContract Offers; any assignment or transfer by the Customershall be subject to the provisions of Section 23.24.7(B),below, and the assignor or transferor will remain financiallyresponsible for the performance of this Contract Offer No. 24and/or its obligations hereunder. Any assignment or othertransfer of this Contract Offer No. 24 or the rights orobligations hereunder, or any attempt to do either, inviolation of this provision shall be void.

Month1

Month2

Month3

Month4

Month5

Month6

Month7

Month8

Month9

DS1 16.5% 17.1% 25.0% 25.2% 25.5% 25.1% 25.0% 25.4% 19.3%

REPEATS 494 584 999 1101 1098 1028 1005 1016 643

TRBLRPTS

2996 3416 4002 4361 4310 4101 4023 4000 3333

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23.24.8 Assignment/Transfer/Successors (Cont’d)

(B) Subject to the provisions of Section 23.24.7(A),above, the Customer may assign or transfer thisContract Offer if (i) the proposed assignee ortransferee demonstrates credit worthiness under both(1) and (2), below (and if (1) and (2) are notapplicable to Customer, then (3) shall apply); and(ii) neither the proposed assignee or transferee norits parent has commenced a voluntary receivership orbankruptcy proceeding (or had a receivership orbankruptcy proceeding initiated against it) at anytime during the Term Period.

(1) Any debt securities of the proposed assignee ortransferee or its parent (defined as an entitythat owns directly or indirectly more than fiftypercent (50%) of the equity of the proposedassignee or transferee) are rated belowinvestment grade, as defined by the Securitiesand Exchange Commission, or if any debtsecurities of a proposed assignee or transfereeor its parent are rated the lowest investmentgrade and have been placed on review by therating organization for a possible downgrade.

(2) The proposed assignee or transferee or itsparent does not have any outstanding securitiesrated by credit rating agencies, e.g. , Standardand Poor's, but does have a Dun and Bradstreetrating, and the proposed assignee or transfereeis rated:

(a) "fair" or below in a composite creditappraisal published by Dun and Bradstreet;or

(b) "high risk" in a Paydex score as publishedby Dun and Bradstreet.

(3) If the information required to review theassignee or transferee’s credit worthinesspursuant to either Subsection (1) or (2) ofthis Section 23.24.7(B) is not available, theTelephone Company shall exercise its reasonablediscretion in determining the credit worthinessof the assignee or transferee based on anyinformation available.

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23.24.9 Mergers/Acquisitions and Sales/Divestitures

All provisions of this Contract Offer No. 24 shall continue infull force and in effect notwithstanding any merger or acquisitionaffecting a party. A merger or acquisition within the meaning ofthis provision, shall include, without limitation, any transactionin which the party, in whole or in part, merges with, acquires, isacquired by, or sells all or substantially all its stock or assetsto any other entity, or purchases all or substantially all stockor assets of another company. Upon the Transaction Close Date ofa merger of acquisition, if another entity involved in the mergeror acquisition purchases any service from any Telephone Companyentity, such service shall not be included in this Contract OfferNo. 24 for any purpose. The “Transaction Close Date” shall bedefined as the date that the stock purchase is complete and/or thefinal date on which the assets of the acquired/merged company havebeen purchased. Purchases by the other entity shall not be partof any calculation hereunder, including, without limitation, as aMARC-Eligible Service, as generating MARC-Eligible Charges, todetermine achievement of the MARC, in fulfilling the commitmentset forth in this Contract Tariff 23.24.5(A), or be eligible forany credits under this Agreement.

23.24.10 Termination

(A) Termination Liability Charge

If, prior to the completion of the Term Period, the Customerterminates this Contract Offer No. 24 or any of the otherConcurrently Subscribed Contract Offers for any reason otherthan material breach by the Telephone Company or one of theother Qualified Companies, or if the Telephone Companyterminates this Contract Offer No. 24 or if one of the otherQualified Companies terminates its other ConcurrentlySubscribed Contract Offer as a result of a material breach bythe Customer, then this Contract Offer No. 24 shall beterminated (if not already terminated) and the Customer shallpay a termination liability charge in the aggregate amount of(i) the Pro-rated True-Up Amount (as defined below), if any,(ii) either (a) 20.57% of the unsatisfied MARC for Term Year1, if termination occurs in Term Year 1, or (b) twelvepercent (12%) of the unsatisfied MARC for the remainder ofany Term Year after Term Year 1, in which termination occurs,in either case beginning immediately after the period coveredby the Pro-rated True-Up Amount, (iii) twelve percent (12%)for each Term Year remaining after the Term Year in whichtermination occurs, and (iv) the last two (2) MMCs earned bythe Customer. (If such earned MMCs have not yet been issuedby the Telephone Company, the Customer shall not repay suchMMCs. Instead, such MMCs will not be issued.)

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23.24.10 Termination (Cont’d)

(A) Termination Liability Charge (Cont’d)

The “Pro-rated True-Up Amount” will be equal to thedifference, if any, between the pro-rated MARC forthat Term Year under this Contract Offer, as of thetermination effective date, minus the aggregate of(a) the MARC-Eligible Charges, and (b) any QuarterlyShortfall charges paid for the Term Year in whichthe termination occurs.

For avoidance of doubt, if the Pro-rated True-UpAmount is a negative number (i.e., Customer has, ona year-to-date basis, paid MARC-Eligible Charges andQuarterly Shortfall charges in excess of the pro-rated MARC for that Term Year as of the terminationeffective date), the Pro-rated True-Up Amount shallbe zero, and the amount of termination liabilityowed by Customer under this section shall be reducedas follows:

(1) by either 20.57% if termination occurs duringTerm Year 1, or twelve percent (12%) iftermination occurs during any other Term Year,of the excess, if any, of

(A) the MARC-Eligible Charges for that TermYear, over

(B) the pro-rated MARC for the period covered bythe Pro-rated True-Up Amount;

(2) if there is a reduction under Section23.24.9(A)(1), by the amount of any QuarterlyShortfall charges paid for that Term Year; or

(3) if there is no reduction under Section23.24.9(A)(1), then by the excess of(A) the MARC-Eligible Charges and Quarterly

Shortfall charges paid for that Term Year,over

(B) the pro-rated MARC for the period coveredby the Pro-rated True-Up Amount

If the aggregate reduction under Section23.24.9(A)(1) and (2), or the reduction underSection 23.24.9(A)(3), exceeds the amount ofthe termination liability owed by Customerunder this Section, then the Telephone Companyshall issue a credit in the amount of suchexcess.

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The Customer will pay in full the terminationliability thirty (30) days after notice by theTelephone Company. This termination liabilitycharge shall apply in addition to, and shall notaffect, any termination liability charges that mayotherwise apply according to the terms of anyapplicable NBTC Tariff F.C.C. No. 1.

(B) If, during the Term Period, the Tariff and/orGuidebook monthly recurring charges (MRCs)applicable to Subject and Non-Subject Services, aslisted in this Section, below, under this ContractOffer and the other Concurrently Subscribed ContractOffers, are reduced by a cumulative total of thirtypercent (30%), as compared to the rates applicableto Subject and Non-Subject Services on theSubscription Date, either party may terminate thisContract Offer No. 24 and the other ConcurrentlySubscribed Contract Offers without incurring anytermination liability charge that would otherwise bedue under this Contract Offer No. 24, upon sixty(60) day advance written notice to the other party.Such option to terminate shall be exercisable tothis Contract Offer No. 24 and the otherConcurrently Subscribed Contract Offers as apackage; neither party can terminate less than allof them. To determine whether such a rate reductionhas occurred, the Qualified Companies will take thefollowing steps.

Within sixty (60) days after the Subscription Dateof this Contract Offer No. 24, the QualifiedCompanies will perform an analysis of the InitialRates (Initial Rate Analysis). The Initial RateAnalysis will be based on the actual quantities ofthe rate elements, below, and the actual quantitiesof those rate elements listed in the analogoussection of the other Concurrently SubscribedContract Offers, in each case being purchased by theCustomer and its Permitted Affiliates as of theSubscription Date.

1. DS-1: Channel Terminations (CT), Channel Mileage(CM) fixed and CM per mile;

2. DS-3: CT, CM fixed, CM per mile and Multiplexing(MUX);

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(B) (Cont’d)

3. SONET Dedicated Ring Service 1: Central Office andCustomer Premises Nodes, Add/Drop Capability,Ports, Mileage, Optical to Electrical DS1Add/Drop Capability and Regenerators; and

4. Optical Carrier Network Point-to-Point (OCN PTP)Services 1: Local Distribution Channel,Interoffice Transport, Collocation Transport,Add/Drop Function, Add/Drop Multiplexing,Protection and Regenerators.

During the Term Period, the Customer may request ananalysis of the rates applicable to rate elementslisted in Section 23.24.9(B) and those rate elementslisted in the analogous section of the otherConcurrently Subscribed Contract Offers, as of theend of any Term Year. To request such an analysis,the Customer must provide the Qualified Companieswith written notice within sixty (60) days after theend of the Term Year to which the request applies.Following such a request, the Qualified Companiesshall perform an analysis of the rates applicable tothe rate elements listed in Section 23.24.9(B) andto those rate elements listed in the analogoussections of the other Concurrently SubscribedContract Offers, using the same rate elements andquantities as were evaluated in the analysis of theInitial Rates (EOY Rate Analysis). The Initial RateAnalysis will be compared with the EOY Rate Analysisto determine the change, if any, in the ratesapplicable to Subject and Non-Subject Services.

1 Interstate OCN PTP and DSRS services are now provided on a contractual basis outside of the

tariff, including all terms and conditions. As required by the Commission, to allow the

Telephone Company to take advantage of the relief granted in the Commission's Memorandum

Opinion and Order No. 07-180 released October 12, 2007, services have been de-tariffed by the

Telephone Company. Rates, terms and conditions associated with de-tariffed services are

available at www.att.com/guidebook.

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