INTERCONNECTION AGREEMENT BETWEEN AT&T TELECOMMUNICATIONS INC. AND SOUTHEAST TELEPHONE, INC. Customer Name: SouthEast Telephone, Inc.

General Terms and Conditions

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SouthEast

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INTERCONNECTION AGREEMENT BETWEEN

AT&T TELECOMMUNICATIONS INC.

AND

SOUTHEAST TELEPHONE, INC.

TABLE OF CONTENTS

Customer Name: SouthEast Telephone, Inc.

SouthEast Telephone, Inc. T of C

SouthEast Telephone ,Inc. – General Terms and Conditions

SouthEast Telephone, Inc. Attachment 1 – Resale

Attachment 1 / Exhibit A / Resale Discounts and Rates

Attachment 1 / Exhibit B / Exclusions and Limitations on Services Available for Resale

Attachment 1 / Exhibit C / Line Information Data Base (LIDB) Resale Storage Agreement

Attachment 1 / Exhibit D / Optional Daily Usage File

Attachment 1 / Exhibit E / Enhanced Optional Daily Usage File

Attachment 1 / Exhibit F / ODUF/EODUF Rates

SouthEast Telephone, Inc Attachment 2 – Network Elements and Other Services

Attachment 2 / Exhibit A / Network Element Rates

SouthEast Telephone, Inc. Attachment 3 – Network Interconnection

Attachmnet 3 Exhibit A - Network Interconnection Rates

SouthEast Telephone, Inc. Attachment 4 – Physical Collocation

SouthEast Telephone, Inc. Attachment 4 – Remote Site Physical Collocation

Attachment 4 / Exhibit A / Rates

Attachment 4 / Exhibit B / Environmental and Safety Principles

Attachment 4 / Exhibit C / Non-Fiber Interconnection

SouthEast Telephone, Inc Attachment 5 – Access to Numbers and Number Portability

SouthEast Telephone, Inc. Attachment 6 - Pre-Ordering, Ordering and provisioning, Maintenance and Repair

SouthEast Telephone, Inc. Attachment 7 - Billing

SouthEast Telephone, Inc. Attachment 8 – Rights-of-Way, Conduits and Pole Attachments

SouthEast Telephone, Inc Attachment 9 – Performance Measurements

SouthEast Telephone, Inc. Attachment 10 – AT&T Disaster Recover Plan

General Terms and Conditions

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INTERCONNECTION AGREEMENT BETWEEN

AT&T TELECOMMUNICATIONS INC.

AND

SOUTHEAST TELEPHONE, INC.

TABLE OF CONTENTS

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

General Terms and Conditions

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AGREEMENT

THIS AGREEMENT is made by and between BellSouth Telecommunications, Inc., d/b/a AT&T Kentucky (“AT&T”) and SouthEast Telephone, Inc., a Kentucky corporation (“SouthEast”), and shall be deemed effective as of the date of the last signature (“Effective Date”). This Agreement may refer to either AT&T or SouthEast or both as a “Party” or “Parties.”

WITNESSETH

WHEREAS, AT&T is a local exchange telecommunications company authorized to provide telecommunications services in the states of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee; and

WHEREAS, SouthEast is a CLEC authorized to provide telecommunications services in the Commonwealth of Kentucky; and

WHEREAS, SouthEast wishes to resell AT&T’s telecommunications services and purchase network elements and other services, and the Parties wish to interconnect their facilities and exchange traffic pursuant to sections 251 and 252 of the Communications Act of 1934, as amended by theTelecommunications Act of 1996; and

NOW THEREFORE, in consideration of the mutual agreements contained herein, AT&T and SouthEast agree as follows:

1.	Definitions

Act is defined as the Communications Act of 1934, as amended (47 U.S.C. §§ 151 et seq.).

Affiliate is defined as a person that (directly or indirectly) owns or controls, is owned or controlled by, or is under common ownership or control with, another person. For purposes of this paragraph, the term “own” means to own an equity interest (or equivalent thereof) of more than 10 percent.

Commission is defined as the Kentucky Public Service Commission.

Competitive Local Exchange Carrier (CLEC) means a telephone company certificated by the Commission to provide local exchange service within AT&T's franchised area.

End User means the ultimate user of the Telecommunications Service.

FCC means the Federal Communication Commission.

Telecommunications means the transmission, between or among points specified by the user, of information of the user’s choosing, without change in the form or content of the information as sent and received.

General Terms and Conditions

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Telecommunications Service means the offering of telecommunications for a fee directly to the public, or to such classes of users as to be effectively available directly to the public, regardless of the facilities used.

2.	Term and Availability of the Agreement

2.1	The term of this Agreement shall be five (5) years beginning on the Effective Date and shall apply in the state of Kentucky.

2.2

The Parties agree that by no earlier than two hundred seventy (270) days and no later than one hundred eighty (180) days prior to the expiration of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (“Subsequent Agreement”). If as of the expiration of this Agreement, a Subsequent Agreement has not been executed by the Parties, then except as set forth in Section 2.3.2 below, this Agreement shall continue on a month-to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration shall be as set forth in Section 2.3 below.

2.3

If, within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate rates, terms and conditions for the Subsequent Agreement pursuant to 47 U.S.C. § 252.

2.4	In the event that as of the date of expiration of this Agreement, the Parties have not entered into a Subsequent Agreement, then the terms, conditions, and prices provided in this Agreement shall remain in effect on a month-to-month basis.

3.	Operational Support Systems

SouthEast shall pay charges for Operational Support Systems (OSS) as set forth in this Agreement in Attachment 1 and/or in Attachments 2, 3 and 5, as applicable.

Parity

When SouthEast purchases, pursuant to Attachment 1 of this Agreement, telecommunications services from AT&T for the purposes of resale to end users, AT&T shall provide said services so that the services are equal in quality, subject to the same conditions, and provided within the same provisioning time intervals that AT&T provides to its affiliates, subsidiaries and end users. To the extent technically feasible, the quality of a Network Element, as well as the quality of the access to such Network Element provided by AT&T to SouthEast shall be at least equal in quality to that which AT&T provides to itself, its affiliates or any other telecommunications carrier. The quality of the interconnection between the networks of AT&T and the network of SouthEast shall be at a level that is equal to that which AT&T provides itself, a subsidiary, an Affiliate, or any other party. The interconnection facilities shall be designed to meet the same technical criteria and service standards that are used within AT&T’s network and shall extend to a consideration of service quality as perceived by end users and service quality as perceived by SouthEast.

General Terms and Conditions

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5.	White Pages Listings

5.1	AT&T shall provide SouthEast and their customers access to white pages directory listings under the following terms:

5.2.

Listings. SouthEast shall provide all new, changed and deleted listings on a timely basis and AT&T or its agent will include SouthEast residential and business customer listings in the appropriate White Pages (residential and business) or alphabetical directories. Directory listings will make no distinction between SouthEast and AT&T subscribers.

5.2.1

Rates. So long as SouthEast provides subscriber listing information to AT&T in accordance with Section 5.3 below, AT&T shall provide to SouthEast one (1) primary White Pages listing per SouthEast subscriber at no charge other than applicable service order charges as set forth in AT&T’s tariffs.

5.3	Procedures for submitting SouthEast Subscriber Information are found in The AT&T Business Rules for Local Ordering.

5.3.1

Notwithstanding any provision(s) to the contrary, SouthEast shall provide to AT&T, and AT&T shall accept, SouthEast’s Subscriber Listing Information (SLI) relating to SouthEast’s customers in the geographic area(s) covered by this Interconnection Agreement. SouthEast authorizes AT&T to release all such SouthEast SLI provided to AT&T by SouthEast to qualifying third parties via either license agreement or AT&T’s Directory Publishers Database Service (DPDS), General Subscriber Services Tariff, Section A38.2, as the same may be amended from time to time. Such SouthEast SLI shall be intermingled with AT&T’s own customer listings and listings of any other CLEC that has authorized a similar release of SLI. Where necessary, AT&T will use good faith efforts to obtain state commission approval of any necessary modifications to Section A38.2 of its tariff to provide for release of third party directory listings, including modifications regarding listings to be released pursuant to such tariff and AT&T’s liability thereunder. AT&T’s obligation pursuant to this Section shall not arise in any particular state until the commission of such state has approved modifications to such tariff.

5.3.2

No compensation shall be paid to SouthEast for AT&T’s receipt of SouthEast SLI, or for the subsequent release to third parties of such SLI. In addition, to the extent AT&T incurs costs to modify its systems to enable the release of SouthEast’s SLI, or costs on an ongoing basis to administer the release of SouthEast SLI, SouthEast shall pay to AT&T its proportionate share of the reasonable costs associated therewith.

5.3.3

AT&T shall not be liable for the content or accuracy of any SLI provided by SouthEast under this Agreement. SouthEast shall indemnify, hold harmless and defend AT&T and its agents from and against any damages, losses, liabilities, demands claims, suits, judgments, costs and expenses (including but not limited to reasonable attorneys’ fees and expenses) arising from AT&T’s tariff obligations or otherwise and resulting from or arising out of any third party’s claim of inaccurate SouthEast listings or use of the SLI provided pursuant to this Agreement. AT&T may forward to SouthEast any complaints received by AT&T relating to the accuracy or quality of SouthEast listings.

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5.3.4

Listings and subsequent updates will be released consistent with AT&T system changes and/or update scheduling requirements.

5.4	Unlisted/Non-Published Subscribers. SouthEast will be required to provide to AT&T the names, addresses and telephone numbers of all SouthEast customers that wish to be omitted from directories.

5.5

Inclusion of SouthEast Customers in Directory Assistance Database. AT&T will include and maintain SouthEast subscriber listings in AT&T’s Directory Assistance databases at no recurring charge and SouthEast shall provide such Directory Assistance listings at no recurring charge. AT&T and SouthEast will formulate appropriate procedures regarding lead-time, timeliness, format and content of listing information.

5.6

Listing Information Confidentiality. AT&T will accord SouthEast’s directory listing information the same level of confidentiality that AT&T accords its own directory listing information, and AT&T shall limit access to SouthEast’s customer proprietary confidential irectory information to those AT&T employees or agents who are involved in the preparation of listings or directories.

5.7	Optional Listings. Additional listings and optional listings will be offered by AT&T at tariffed rates as set forth in the General Subscriber Services Tariff.

5.8	Delivery. AT&T or its agent shall deliver White Pages directories to SouthEast subscribers at no charge or as specified in a separate BAPCO agreement.

6.	Bona Fide Request/New Business Request Process for Further Unbundling

6.1

AT&T shall, upon request of SouthEast, provide to SouthEast access to its network elements at any technically feasible point for the provision of SouthEast's telecommunications service where such access is necessary and failure to provide access would impair the ability of SouthEast to provide services that it seeks to offer. Any request by SouthEast for access to a network element, interconnection option, or for the provisioning of any service or product that is not already available shall be treated as a Bona Fide Request/New Business Request (BFR/NBR), and shall be submitted to AT&T pursuant to the BFR/NBR process.

6.2

SouthEast shall submit any BFR/NBR in writing to SouthEast’s Account Manager. The BFR/NBR shall specifically identify the requested service date, technical requirements, space requirements and/or such specifications that clearly define the request such that AT&T has sufficient information to analyze and prepare a response.

7.	Court Ordered Requests for Call Detail Records and Other Subscriber Information

7.1

Subpoenas Directed to AT&T. Where AT&T provides resold services or local switching for SouthEast, AT&T shall respond to subpoenas and court ordered requests delivered directly to AT&T for the purpose of providing call detail records when the targeted telephone numbers belong to SouthEast end users. Billing for such requests will be generated by AT&T and directed to the law enforcement agency initiating the request. AT&T shall maintain such information for SouthEast end users for the same length of time it maintains such information for its own end users.

General Terms and Conditions

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7.2

Subpoenas Directed to SouthEast. Where AT&T is providing to SouthEast telecommunications services for resale, then SouthEast agrees that in those cases where SouthEast receives subpoenas or court ordered requests regarding targeted telephone numbers belonging to SouthEast end users, and where SouthEast does not have the requested information, SouthEast will advise the law enforcement agency initiating the request to redirect the subpoena or court ordered request to AT&T for handling in accordance with 7.1 above.

7.3	In all other instances, where either Party receives a request for information involving the other Party’s end user, the Party receiving the request will advise the law enforcement agency initiating the request to redirect such request to the other Party.

8.	Liability and Indemnification

8.1	Parties' Liability. In the event that SouthEast consists of two (2) or more separate entities as set forth in this Agreement and/or any Amendments hereto, all such entities shall be jointly and severally liable for the obligations of SouthEast under this Agreement.

8.2	Liability for Acts or Omissions of Third Parties. AT&T shall not be liable to SouthEast for any act or omission of another telecommunications company providing services to SouthEast

8.3	Limitation of Liability

8.3.1

Except for any indemnification obligations of the Parties hereunder, each Party’s liability to the other for any loss, cost, claim, injury or liability or expense, including reasonable attorney’s fees relating to or arising out of any negligent act or omission in its performance of this Agreement whether in contract or in tort, shall be limited to a credit for the actual cost of the services or functions not performed or improperly performed.

8.3.2

Limitations in Tariffs. A Party may, in its sole discretion, provide in its tariffs and contracts with its End Users and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to the End User or third Party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) Consequential Damages. To the extent that a Party elects not to place in its tariffs or contracts such limitations of liability, and the other Party incurs a loss as a result thereof, such Party shall indemnify and reimburse the other Party for that portion of the loss that would have been limited had the first Party included in its tariffs and contracts the limitations of liability that such other Party included in its own tariffs at the time of such loss.

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8.3.2

Intentionally Left Blank

8.3.3

Neither AT&T nor SouthEast shall be liable for damages to the other Party’s terminal location, equipment or End User premises resulting from the furnishing of a service, including, but not limited to, the installation and removal of equipment or associated wiring, except to the extent caused by a Party’s negligence or willful misconduct or by a Party’s failure to ground properly a local loop after disconnection.

8.3.4

Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or supply other analyses related to the Services, or facilities described in this Agreement, and, while each Party shall use diligent efforts in this regard, the Parties acknowledge and agree that this limitation of liability shall apply to provision of such advice, recommendations, and analyses.

8.3.5

To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstances covered by such specific provisions, the liability or limitation of liability contained in such specific provision shall apply.

8.4

Indemnification for Certain Claims. The Party providing services hereunder, its affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or damage arising from the receiving company’s use of the services provided under this Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the content of the receiving company’s own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company’s use or reliance on the providing company’s services, actions, duties, or obligations arising out of this Agreement.

8.5

Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE.

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9.	Intellectual Property Rights and Indemnification

9.1

No License. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement. Each Party is strictly prohibited from any use, including but not limited to in sales, in marketing or advertising of telecommunications services, of any name, service mark or trademark of the other Party. Notwithstanding the foregoing, SouthEast may use AT&T’s name solely in response to inquiries of customers or potential customers regarding the source of the underlying service or the identity of repair or service technicians under this Agreement.

9.2

Ownership of Intellectual Property. Any intellectual property which originates from or is developed by a Party shall remain the exclusive property of that Party. Except for a limited license to use patents or copyrights to the extent necessary for the Parties to use any facilities or equipment (including software) or to receive any service solely as provided under this Agreement, no license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable by a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at no additional cost to the other Party that it has obtained any necessary licenses in relation to intellectual property of third Parties used in its network that may be required to enable the other Party to use any facilities or equipment (including software), to receive any service, or to perform its respective obligations under this Agreement.

9.3

Indemnification. The Party providing a service pursuant to this Agreement will defend the Party receiving such service or data provided as a result of such service against claims of infringement arising solely from the use by the receiving Party of such service in the manner contemplated under this Agreement and will indemnify the receiving Party for any damages awarded based solely on such claims in accordance with Section 8 of this Agreement.

9.4

Claim of Infringement. In the event that use of any facilities or equipment (including software), becomes, or in the reasonable judgment of the Party who owns the affected network is likely to become, the subject of a claim, action, suit, or proceeding based on intellectual property infringement, then said Party shall promptly and at its sole expense and sole option, but subject to the limitations of liability set forth below:

9.4.1

modify or replace the applicable facilities or equipment (including software) while maintaining form and function, or

9.4.2

obtain a license sufficient to allow such use to continue.

9.4.3

In the event 9.4.1 or 9.4.2 are commercially unreasonable, then said Party may, terminate, upon reasonable notice, this contract with respect to use of, or services provided through use of, the affected facilities or equipment (including software), but solely to the extent required to avoid the infringement claim.

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9.5

Exception to Obligations. Neither Party's obligations under this Section shall apply to the extent the infringement is caused by: (i) modification of the facilities or equipment (including software) by the indemnitee; (ii) use by the indemnitee of the facilities or equipment (including software) in combination with equipment or facilities (including software) not provided or authorized by the indemnitor, provided the facilities or equipment (including software) would not be infringing if used alone; (iii) conformance to specifications of the indemnitee which would necessarily result in infringement; or (iv) continued use by the indemnitee of the affected facilities or equipment (including software) after being placed on notice to discontinue use as set forth herein.

9.6	Exclusive Remedy. The foregoing shall constitute the Parties' sole and exclusive remedies and obligations with respect to a third party claim of intellectual property infringement arising out of the conduct of business under this Agreement.

10.	Proprietary and Confidential Information

10.1

Proprietary and Confidential Information. It may be necessary for AT&T and SouthEast, each as the “Discloser,” to provide to the other Party, as “Recipient,” certain proprietary and confidential information (including trade secret information) including but not limited to technical, financial, marketing, staffing and business plans and information, strategic information, proposals, request for proposals, specifications, drawings, maps, prices, costs, costing methodologies, procedures, processes, business systems, software programs, techniques, customer account data, call detail records and like information (collectively the “Information”). All such Information conveyed in writing or other tangible form shall be clearly marked with a confidential or proprietary legend. Information conveyed orally by the Discloser to Recipient shall be designated as proprietary and confidential at the time of such oral conveyance, shall be reduced to writing by the Discloser within forty-five (45) days thereafter, and shall be clearly marked with a confidential or proprietary legend.

10.2

Use and Protection of Information. Recipient agrees to protect such Information of the Discloser provided to Recipient from whatever source from distribution, disclosure or dissemination to anyone except employees of Recipient with a need to know such Information solely in conjunction with Recipient’s analysis of the Information and for no other purpose except as authorized herein or as otherwise authorized in writing by the Discloser. Recipient will not make any copies of the Information inspected by it.

10.3	Exceptions. Recipient will not have an obligation to protect any portion of the Information which:

(a) is made publicly available by the Discloser or lawfully by a nonparty to this Agreement; (b) is lawfully obtained by Recipient from any source other than Discloser; (c) is previously known to Recipient without an obligation to keep it confidential; or (d) is released from the terms of this Agreement by Discloser upon written notice to Recipient.

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10.4

Recipient agrees to use the Information solely for the purposes of negotiations pursuant to 47 U.S.C. 251 or in performing its obligations under this Agreement and for no other entity or purpose, except as may be otherwise agreed to in writing by the Parties. Nothing herein shall prohibit Recipient from providing information requested by the the FCC or the state regulatory agency with jurisdiction over this matter, or to support a request for arbitration or an allegation of failure to negotiate in good faith.

10.5	Recipient agrees not to publish or use the Information for any advertising, sales promotions, press releases, or publicity matters that refer either directly or indirectly to the Information or to the Discloser or any of its affiliated companies.

10.6	The disclosure of Information neither grants nor implies any license to the Recipient under any trademark, patent, copyright, or application which is now or may hereafter be owned by the Discloser.

10.7

Survival of Confidentiality Obligations. The Parties’ rights and obligations under this Section 10 shall survive and continue in effect until two (2) years after the expiration or termination date of this Agreement with regard to all Information exchanged during the term of this Agreement. Thereafter, the Parties’ rights and obligations hereunder survive and continue in effect with respect to any Information that is a trade secret under applicable law.

11.	Assignments

Any assignment by either Party to any non-affiliated entity of any right, obligation or duty, or of any other interest hereunder, in whole or in part, without the prior written consent of the other Party shall be void. A Party may assign this Agreement or any right, obligation, duty or other interest hereunder to an Affiliate of the Party without the consent of the other Party; provided, however, that the assigning Party shall notify the other Party in writing of such assignment thirty (30) days prior to the Effective Date thereof and, provided further, if the assignee is an assignee of SouthEast, the assignee must provide evidence of Commission CLEC certification. The Parties shall amend this Agreement to reflect such assignments and shall work cooperatively to implement any changes required due to such assignment. All obligations and duties of any Party under this Agreement shall be binding on all successors in interest and assigns of such Party. No assignment or delegation hereof shall relieve the assignor of its obligations under this Agreement in the event that the assignee fails to perform such obligations.

12.	Resolution of Disputes

12.1

Except as otherwise stated in this Agreement, if any dispute arises as to the interpretation of any provision of this Agreement or as to the proper implementation of this Agreement, the aggrieved Party shall petition the Commission for a resolution of the dispute. For issues over which the Commission does not have authority, the Parties may avail themselves of any available legal remedies in the appropriate forum. However, each Party reserves any rights it may have to seek judicial review of any ruling made by the Commission concerning this Agreement. Furthermore, the Parties agree to carry on their respective obligations under this Agreement, while any dispute resolution is pending.

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12.2	If any provision contained in this agreement conflicts with a provision contained in any separate agreement between the parties hereto, the terms of this agreement shall govern as they relate to the products and services purchased under the terms of this agreement. .

13.

Taxes

13.1	The following definitions apply for purposes of this Section:

13.1.1

Transactional Taxes and Fees. Transactional Taxes and Fees shall include but not be limited to federal, state or local sales, use, excise, gross receipts or other taxes or tax-like fees of whatever nature and however designated (including tariff surcharges and any fees, charges or other payments, contractual or otherwise, for the use of public streets or rights of way, whether designated as franchise fees or otherwise) imposed, or sought to be imposed, on or with respect to the services furnished hereunder or measured by the charges or payments therefor, excluding any taxes levied on income.

13.1.2

Taxes and fees imposed on the providing Party, which are not permitted or required to be passed on by the providing Party to its customer, shall be borne and paid by the providing Party.

13.1.3

Taxes and fees imposed on the purchasing Party, which are not required to be collected and/or remitted by the providing Party, shall be borne and paid by the purchasing Party.

13.2	Taxes and Fees Imposed on Purchasing Party But Collected And Remitted By Providing Party.

13.2.1

Taxes and fees imposed on the purchasing Party shall be borne by the purchasing Party, even if the obligation to collect and/or remit such taxes or fees is placed on the providing Party.

13.2.2

To the extent permitted by applicable law, any such taxes and/or fees shall be shown as separate items on applicable billing documents between the Parties. Notwithstanding the foregoing, the purchasing Party shall remain liable for any such taxes and fees regardless of whether they are actually billed by the providing Party at the time that the respective service is billed.

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13.2.3

If the purchasing Party determines that in its opinion any such taxes or fees are not payable, the providing Party shall not bill such taxes or fees to the purchasing Party if the purchasing Party provides written certification, reasonably satisfactory to the providing Party, stating that it is exempt or otherwise not subject to the tax or fee, setting forth the basis therefor, and satisfying any other requirements under applicable law. If any authority seeks to collect any such tax or fee that the purchasing Party has determined and certified not to be payable, or any such tax or fee that was not billed by the providing Party, the purchasing Party may contest the same in good faith, at its own expense. In any such contest, the purchasing Party shall promptly furnish the providing Party with copies of all filings in any proceeding, protest, or legal challenge, all rulings issued in connection therewith, and all correspondence between the purchasing Party and the taxing authority.

13.2.4

In the event that all or any portion of an amount sought to be collected must be paid in order to contest the imposition of any such tax or fee, or to avoid the existence of a lien on the assets of the providing Party during the pendency of such contest, the purchasing Party shall be responsible for such payment and shall be entitled to the benefit of any refund or recovery.

13.2.5

If it is ultimately determined that any additional amount of such a tax or fee is due to the imposing authority, the purchasing Party shall pay such additional amount, including any interest and penalties thereon.

13.2.6

Notwithstanding any provision to the contrary, the purchasing Party shall protect, indemnify and hold harmless (and defend at the purchasing Party’s expense) the providing Party from and against any such tax or fee, interest or penalties thereon, or other charges or payable expenses (including reasonable attorney fees) with respect thereto, which are incurred by the providing Party in connection with any claim for or contest of any such tax or fee.

13.2.7

Each Party shall notify the other Party in writing of any assessment, proposed assessment or other claim for any additional amount of such a tax or fee by a taxing authority; such notice to be provided, if possible, at least ten (10) days prior to the date by which a response, protest or other appeal must be filed, but in no event later than thirty (30) days after receipt of such assessment, proposed assessment or claim.

13.3	Taxes and Fees Imposed on Providing Party But Passed On To Purchasing Party.

13.3.1

Taxes and fees imposed on the providing Party, which are permitted or required to be passed on by the providing Party to its customer, shall be borne by the purchasing Party.

13.3.2

13.3.3

If the purchasing Party disagrees with the providing Party’s determination as to the application or basis for any such tax or fee, the Parties shall consult with respect to the imposition and billing of such tax or fee. Notwithstanding the foregoing, the providing Party shall retain ultimate responsibility for determining whether and to what extent any such taxes or fees are applicable, and the purchasing Party shall abide by such determination and pay such taxes or fees to the providing Party. The providing Party shall further retain ultimate responsibility for determining whether and how to contest the imposition of such taxes and fees; provided, however, that any such contest undertaken at the request of the purchasing Party shall be at the purchasing Party’s expense.

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13.3.4

13.3.5

13.3.6

Notwithstanding any provision to the contrary, the purchasing Party shall protect indemnify and hold harmless (and defend at the purchasing Party’s expense) the providing Party from and against any such tax or fee, interest or penalties thereon, or other reasonable charges or payable expenses (including reasonable attorney fees) with respect thereto, which are incurred by the providing Party in connection with any claim for or contest of any such tax or fee.

13.4	Franchise Taxes and Fees.

13.4.1

13.5

Mutual Cooperation. In any contest of a tax or fee by one Party, the other Party shall cooperate fully by providing records, testimony and such additional information or assistance as may reasonably be necessary to pursue the contest. Further, the other Party shall be reimbursed for any reasonable and necessary out-of-pocket copying and travel expenses incurred in assisting in such contest.

14.	Force Majeure

In the event performance of this Agreement, or any obligation hereunder, is either directly or indirectly prevented, restricted, or interfered with by reason of fire, flood, earthquake or like acts of God, wars, revolution, civil commotion, explosion, acts of public enemy, embargo, acts of the government in its sovereign capacity, labor difficulties, including without limitation, strikes, slowdowns, picketing, or boycotts, industry wide unavailability of equipment from vendor, changes requested by SouthEast, or any other circumstances beyond the reasonable control and without the fault or negligence of the Party affected, the Party affected, upon giving prompt notice to the other Party, shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction, or interference (and the other Party shall likewise be excused from performance of its obligations on a day-to-day basis until the delay, restriction or interference has ceased); provided however, that the Party so affected shall use diligent efforts to avoid or remove such causes of non-performance and both Parties shall proceed whenever such causes are removed or cease.

General Terms and Conditions

Page 15 of 18

SouthEast

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15.	Adoption of Agreements

Pursuant to 47 USC § 252(i) and 47 C.F.R. §51.809, AT&T shall make available to Southeast any entire interconnection agreement filed and approved pursuant to 47 USC § 252. The adopted agreement shall apply to the same states as the agreement that was adopted, and the term of the adopted agreement shall expire on the same date as set forth in the agreement which was adopted.

16.	Modification of Agreement

16.1

If either Party changes its name or makes changes to its company structure or identity due to a merger, acquisition, transfer or any other reason, it is the responsibility of that Party to notify the other Party of said change and request that an amendment to this Agreement, if necessary, be executed to reflect said change.

16.2	No modification, amendment, supplement to, or waiver of the Agreement or any of its provisions shall be effective and binding upon the Parties unless it is made in writing and duly signed by the Parties.

16.3

In the event that any effective legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of SouthEast or AT&T to perform any material terms of this Agreement, SouthEast or AT&T may, on thirty (30) days’ written notice require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within ninety (90) days after such notice, the Dispute shall be referred to the Dispute Resolution procedure set forth in this Agreement.

16.4	Notwithstanding anything to the contrary in this Agreement, this Agreement shall not be amended or modified after the expiration date hereof as set forth in Section 2 above.

17.	Non-waiver of Legal Rights

Execution of this Agreement by either Party does not confirm or imply that the executing Party agrees with any decision(s) issued pursuant to the Telecommunications Act of 1996 and the consequences of those decisions on specific language in this Agreement. Neither Party waives its rights to appeal or otherwise challenge any such decision(s) and each Party reserves all of its rights to pursue any and all legal and/or equitable remedies, including appeals of any such decision(s).

18.	Severability

If any provision of this Agreement, or the application of such provision to either Party or circumstance, shall be held invalid, the remainder of the Agreement, or the application of any such provision to the Parties or circumstances other than those to which it is held invalid, shall not be affected thereby, provided that the Parties shall attempt to reformulate such invalid provision to give effect to such portions thereof as may be valid without defeating the intent of such provision.

General Terms and Conditions

Page 16 of 18

SouthEast

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19.

Waivers

A failure or delay of either Party to enforce any of the provisions hereof, to exercise any option which is herein provided, or to require performance of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or options, and each Party, notwithstanding such failure, shall have the right thereafter to insist upon the performance of any and all of the provisions of this Agreement.

20.	Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles.

21.	Arm’s Length Negotiations

This Agreement was executed after arm’s length negotiations between the undersigned Parties and reflects the conclusion of the undersigned that this Agreement is in the best interests of all Parties.

22.

Notices

22.1	Every notice, consent, approval, or other communications required or contemplated by this Agreement shall be in writing and shall be delivered by hand, by overnight courier or by US mail postage prepaid, address to:

AT&T Telecommunications, Inc.

Contract Management

ATTN: Notices Manager

000 X. Xxxxx, 0xx Floor

Dallas, TX 75202-5398

and

Business Markets Attorney

Suite 4300

000 X. Xxxxxxxxx Xx.

Atlanta, GA 30375

General Terms and Conditions

Page 17 of 18

SouthEast

07/25/08

SouthEast Telephone, Inc.

Xxxxxxx Xxxxxxx

and

Xxx Xxxxxxx

and

Xxxx Xxxxxxxxx

SouthEast Telephone, Inc.

P.O. Box 1001

Pikeville, KY 41501

(000) 000-0000

or at such other address as the intended recipient previously shall have designated by written notice to the other Party.

22.2

Unless otherwise provided in this Agreement, notice by mail shall be effective on the date it is officially recorded as delivered by return receipt or equivalent, and in the absence of such record of delivery, it shall be presumed to have been delivered the fifth day, or next business day after the fifth day, after it was deposited in the mails.

22.3

Notwithstanding the foregoing, AT&T may provide SouthEast notice via Internet posting of price changes, changes to the terms and conditions of services available for resale per Commission Orders. AT&T will also post changes to business processes and policies, notices of new service offerings, and changes to service offerings not requiring an amendment to this Agreement, notices required to be posted to AT&T’s website, and any other information of general applicability to CLECs.

23.	Intentionally Left Blank

24.	Headings of No Force or Effect

The headings of Articles and Sections of this Agreement are for convenience of reference only, and shall in no way define, modify or restrict the meaning or interpretation of the terms or provisions of this Agreement.

25.	Multiple Counterparts

This Agreement may be executed multiple counterparts, each of which shall be deemed an original, but all of which shall together constitute but one and the same document.

26.	Filing of Agreement

Upon execution of this Agreement and any amendments hereto, it shall be filed with the Kentucky Public Service Commission pursuant to the requirements of Section 252 of the Act and the Parties shall share equally any filing fees therefore. If the regulatory agency imposes any filing or public interest notice fees regarding the filing or approval of the Agreement, SouthEast shall be responsible for publishing the required notice and the publication and/or notice costs shall be borne by SouthEast.

General Terms and Conditions

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SouthEast

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27.	Compliance with Applicable Law

Each Party shall comply at its own expense with Applicable Law.

28.	Necessary Approvals

Each Party shall be responsible for obtaining and keeping in effect all approvals from, and rights granted by, governmental authorities, building and property owners, other carriers, and any other persons that may be required in connection with the performance of its obligations under this Agreement. Each Party shall reasonably cooperate with the other Party in obtaining and maintaining any required approvals and rights for which such Party is responsible.

29.	Intentionally Left Blank

30.	Good Faith Performance

The Parties shall act in good faith in their performance of this Agreement. Except as otherwise expressly stated in this Agreement (including, but not limited to, where consent, approval, agreement or a similar action is stated to be within a Party’s sole discretion), where consent, approval, mutual agreement or a similar action is required by any provision of this Agreement, such action shall not be unreasonably withheld, conditioned or delayed.

31.	Nonexclusive Dealings

This Agreement does not prevent either Party from providing or purchasing services to or from any other person nor, except as provided in Section 252(i) of the Act, does it obligate either Party to provide or purchase any services (except insofar as AT&T is obligated to provide access to Interconnection, services and Network Elements to SouthEast as a requesting carrier under the Act).

32.

Survival

The Parties’ obligations under this Agreement that by their nature are intended to continue beyond the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.

33.	Entire Agreement

This Agreement and its Attachments, incorporated herein by this reference, sets forth the entire understanding and supersedes prior Agreements between the Parties relating to the subject matter contained herein and merges all prior discussions between them. Any orders placed under prior agreements between the Parties shall be governed by the terms of this Agreement. Neither Party shall be bound by any definition, condition, provision, representation, warranty, covenant or promise other than as expressly stated in this Agreement or as is contemporaneously or subsequently set forth in writing and executed by a duly authorized officer or representative of the Party to be bound thereby.

GENERAL TERMS AND CONDITIONS

Signature Page

AT&T/SouthEast

072508

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

By:	/s/ Xxxxxxx Xxxxxxx	By:	/s/ /Xxxxx X. Xxxx, Xx.

Name:	Xxxxxxx Xxxxxxx	Name:	Xxxxx X. Xxxx, Xx.

Title:	President	Title:	Director – Interconnection Agreements

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

	OCN#	ACNA		OCN#	ACNA

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

Attachment 1- Resale

Page 1 of 14

SouthEast

07/25/08

ATTACHMENT 1

RESALE

TABLE OF CONTENTS

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

Attachment 1- Resale

Page 2 of 14

SouthEast

07/25/08

RESALE

1.	Discount Rates

The discount rates applied to SouthEast purchases of AT&T Telecommunications Services for the purpose of resale shall be as set forth in Exhibit A. Such discounts have been determined by the applicable Commission to reflect the costs avoided by AT&T when selling a service for wholesale purposes.

2.	Definition of Terms

2.1	COMPETITIVE LOCAL EXCHANGE COMPANY (CLEC) means a telephone company authorized by the Commission to provide local exchange service within AT&T's franchised area.

2.2	CUSTOMER OF RECORD means the entity responsible for placing application for service; requesting additions, rearrangements, maintenance or discontinuance of service; payment in full of charges incurred such as non-recurring, monthly recurring, toll, directory assistance, etc.

2.3	DEPOSIT means assurance provided by a customer in the form of cash, surety bond or bank letter of credit to be held by AT&T.

2.4	END USER means the ultimate user of the Telecommunications Service.

2.5	END USER CUSTOMER LOCATION means the physical location of the premises where an End User makes use of the telecommunications services.

2.6	NEW SERVICES means functions, features or capabilities that are not currently offered by AT&T. This includes packaging of existing services or combining a new function, feature or capability with an existing service.

2.7	RESALE means an activity wherein a certificated CLEC, such as SouthEast, subscribes to the telecommunications services of AT&T and then offers those telecommunications services to the public.

3.	General Provisions

3.1

All of the negotiated rates, terms and conditions set forth in this Attachment pertain to the resale of AT&T’s retail telecommunications services and other services specified in this Attachment. Subject to effective and applicable FCC and Commission rules and orders, AT&T shall make available to SouthEast for resale those telecommunications services AT&T makes available, pursuant to its General Subscriber Services Tariff and Private Line Services Tariff, to customers who are not telecommunications carriers. Such services shall be available at AT&T’s tariffed rates less the discount set forth in Exhibit A to this Agreement and subject to the exclusions and limitations set forth in Exhibit B to this Agreement.

Attachment 1- Resale

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SouthEast

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3.2

SouthEast, as a reseller of Lifeline and Link-Up Services, hereby certifies that it has and will comply with the FCC requirements governing the Lifeline and Link-Up programs as set forth in 47 C.F.R. § 54.417(a) and (b). This includes the requirements set forth in AT&T’s GSST, Sections A3.31 and A.4.7.

3.2.1

SouthEast shall maintain records to document FCC or applicable state eligibility and verification records to document compliance governing the Lifeline/Link-Up programs for the three (3) full preceding calendar years, and SouthEast shall provide such documentation to the FCC or it’s Administrator upon request.

3.3	SouthEast may purchase resale services from AT&T for their own use in operating their business. The resale discount will apply to those services under the following conditions:

3.3.1

SouthEast must resell services to other End Users.

3.3.2

SouthEast must order services through resale interfaces, i.e., the Local Carrier Service Center (LCSC) and/or appropriate Resale Account Teams pursuant to Section 3 of the General Terms and Conditions.

3.3.3

SouthEast cannot be a competitive local exchange telecommunications company for the single purpose of selling to themselves.

3.4	SouthEast will be the customer of record for all services purchased from AT&T. Except as specified herein, AT&T will take orders from, bill and receive payment from SouthEast for said services.

3.5

SouthEast will be AT&T's single point of contact for all services purchased pursuant to this Agreement. AT&T shall have no contact with the End User except to the extent provided for herein. Each Party shall provide to the other a nation wide (50 states) toll-free contact number for purposes of repair and maintenance.

3.6

AT&T will continue to bill the End User for any services that the End User specifies it wishes to receive directly from AT&T. AT&T maintains the right to serve directly any End User within the service area of SouthEast. AT&T will continue to market directly its own telecommunications products and services and in doing so may establish independent relationships with End Users of SouthEast. Neither Party shall interfere with the right of any person or entity to obtain service directly from the other Party.

3.6.1

When a subscriber of SouthEast or AT&T elects to change his/her carrier to the other Party, both Parties agree to release the subscriber’s service to the other Party concurrent with the due date of the service order, which shall be established based on the standard interval for the subscriber’s requested service as set forth in AT&T Product and Services Interval Guide.

3.6.2

AT&T and SouthEast will refrain from contacting subscribers who have placed or whose selected carrier has placed on their behalf an order to change his/her service provider from AT&T or SouthEast to the other Party until such time that the order for service has been completed.

Attachment 1- Resale

Page 4 of 14

SouthEast

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3.7

Current telephone numbers may normally be retained by the End User and are assigned to the service furnished. However, neither Party nor the End User has a property right to the telephone number or any other call number designation associated with services furnished by AT&T, and no right to the continuance of service through any particular central office. AT&T reserves the right to change such numbers, or the central office designation associated with such numbers, or both, whenever AT&T deems it necessary to do so in the conduct of its business and in accordance with AT&T practices and procedures on a nondiscriminatory basis.

3.8

For the purpose of the resale of AT&T’s telecommunications services by SouthEast, AT&T will provide SouthEast with on line access to telephone numbers for reservation on a first come first served basis. AT&T shall provide number reservation pursuant to the appropriate FCC rules and regulations. SouthEast acknowledges that there may be instances where there is a shortage of telephone numbers in a particular Common Language Location Identifier Code (CLLIC) and in such instances AT&T may request that SouthEast cancel its reservations of numbers. SouthEast shall comply with such request.

3.9

Further, upon SouthEast’s request, and for the purpose of the resale of AT&T’s telecommunications services by SouthEast, AT&T will reserve up to 100 telephone numbers per CLLIC, for SouthEast’s sole use. AT&T shall provide number reservation pursuant to the appropriate FCC rules and regulations. SouthEast acknowledges that there may be instances where there is a shortage of telephone numbers in a particular CLLIC and in such instances AT&T shall use its best efforts to reserve for a ninety (90) day period a sufficient quantity of SouthEast’s reasonable need in that particular CLLIC.

3.10	Service is furnished subject to the condition that it will not be used for any unlawful purpose.

3.11	Service will be discontinued if any law enforcement agency advises that the service being used is in violation of the law.

3.12	AT&T can refuse service when it has grounds to believe that service will be used in violation of the law.

3.13	AT&T will cooperate with law enforcement agencies with subpoenas and court orders relating to SouthEast's End Users, pursuant to Section 7 of the General Terms and Conditions.

3.14

If SouthEast or its End Users utilize a AT&T resold telecommunications service in a manner other than that for which the service was originally intended as described in AT&T’s retail tariffs, SouthEast has the responsibility to notify AT&T. AT&T will only provision and maintain said service consistent with the terms and conditions of the tariff describing said service.

Attachment 1- Resale

Page 5 of 14

SouthEast

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3.15	Facilities and/or equipment utilized by AT&T to provide service to SouthEast remain the property of AT&T.

3.16	White page directory listings for SouthEast End Users will be provided in accordance with Section 5 of the General Terms and Conditions.

3.17

AT&T provides electronic access to customer record information. Access is provided through SouthEast must order services through resale interfaces, i.e., the Local Exchange Navigation System (LENS) and the Telecommunications Access Gateway (TAG). Customer Record Information includes but is not limited to, customer specific information in XXXX and RSAG. In addition, SouthEast shall provide to AT&T access to customer record information including electronic access where available. Otherwise, upon request by AT&T SouthEast shall provide paper copies of customer record information within a reasonable period of time. Customer Record Information is equivalent to but not limited to the type of customer specific information contained in XXXX and RSAG. The Parties agree not to view, copy, or otherwise obtain access to the customer record information of any customer without that customer's permission, and further agrees that SouthEast and AT&T will obtain access to customer record information only in strict compliance with applicable laws, rules, or regulations of the State in which the service is provided.

3.18	All costs incurred by AT&T to develop and implement operational interfaces shall be recovered from CLECs who utilize the interfaces. Charges for use of Operational Support Systems (OSS) shall be as set forth in Exhibit A of this Attachment.

3.19	Where available to AT&T’s End Users, AT&T shall provide the following telecommunications services at a discount to allow for voice mail services:

Message Waiting Indicator (“MWI”), stutter dialtone and message waiting light feature capabilities

Call Forward Busy Line (“CF/B”)

Call Forward Don’t Answer (“CF/DA”)

Further, AT&T messaging services set forth in AT&T’s Messaging Service Information Package shall be made available for resale without the wholesale discount.

3.20	AT&T shall provide branding for, or shall unbrand, voice mail services for SouthEast per the Bona Fide Request/New Business Request process as set forth in Section 6 of the General Terms and Conditions.

3.21	AT&T’s Inside Wire Maintenance Service Plan is available for resale at rates, terms and conditions as set forth by AT&T and without the wholesale discount.

Attachment 1- Resale

Page 6 of 14

SouthEast

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3.22

In the event SouthEast acquires an end user whose service is provided pursuant to a AT&T Special Assembly, AT&T shall make available to SouthEast that Special Assembly at the wholesale discount at SouthEast’s option. SouthEast shall be responsible for all terms and conditions of such Special Assembly including but not limited to termination liability if applicable.

3.23

AT&T shall provide 911/E911 for SouthEast customers in the same manner that it is provided to AT&T customers. AT&T shall provide and validate SouthEast customer information to the PSAP. AT&T shall use its service order process to update and maintain, on the same schedule that it uses for its customers, the SouthEast customer service information in the ALI/DMS (Automatic Location Identification/Location Information) databases used to support 911/E911 services.

3.24	AT&T shall bill, and SouthEast shall pay, the End User line charge associated with implementing Number Portability as set forth in AT&T's FCC No. 1 tariff. This charge is not subject to the wholesale discount.

3.25	Pursuant to 47 CFR Section 51.617, AT&T will bill to SouthEast, and SouthEast shall pay, End User common line charges identical to the End User common line charges AT&T bills its End Users.

4.	AT&T’s Provision of Services to SouthEast

4.1	Resale of AT&T services shall be as follows:

4.1.1

The resale of telecommunications services shall be limited to users and uses conforming to the class of service restrictions.

4.1.2

Hotel and Hospital PBX services are the only telecommunications services available for resale to Hotel/Motel and Hospital End Users, respectively. Similarly, Access Line Service for Customer Provided Coin Telephones is the only local service available for resale to Payphone Service Provider (PSP) customers. Shared Tenant Service customers can only be sold those local exchange access services available in AT&T’s Shared Tenant Service Tariff A27 in the Commonwealth of Kentucky.

4.1.3

AT&T reserves the right to periodically audit services purchased by SouthEast to establish authenticity of use. Such audit shall not occur more than once in a calendar year. SouthEast shall make any and all records and data available to AT&T or AT&T’s auditors on a reasonable basis. AT&T shall bear the cost of said audit. Any information provided by SouthEast for purposes of such audit shall be deemed Confidential Information pursuant to the General Terms and Conditions of this Agreement.

Attachment 1- Resale

Page 7 of 14

SouthEast

07/25/08

4.2

Subject to Exhibit B hereto, resold services can only be used in the same manner as specified in AT&T’s Tariffs. AT&T will make available for resale by SouthEast on resold lines AT&T's federally tariffed ADSL service; provided, however, that the wholesale discount shall not apply to such ADSL service. Resold services are subject to the same terms and conditions as are specified for such services when furnished to an individual End User of AT&T in the appropriate section of AT&T’s Tariffs. Specific tariff features (e.g., a usage allowance per month) shall not be aggregated across multiple resold services.

4.3	SouthEast may resell services only within the specific service area as defined in its certificate of operation approved by the Commission.

5.	Maintenance of Services

5.1

SouthEast will adopt and adhere to the standards contained in the current version in effect, as appropriate, and as they are amended from time to time during this Agreement, in the applicable AT&T Operational Understanding regarding maintenance of service. Changes to the AT&T Operational Understanding impacting either party will require thirty (30) days prior notice. Further, SouthEast will not be responsible to adhere to any changes made without thirty (30) days notice from AT&T. The AT&T Operational Understanding can be accessed via the internet @ ttp://xxx.xxxxxxxxxxxxxxx.XX&X.xxx.

5.2	Services resold pursuant to this Attachment and AT&T’s General Subscriber Service Tariff and Private Line Service Tariff and facilities and equipment provided by AT&T shall be maintained by AT&T.

5.3	SouthEast or its End Users may not rearrange, move, disconnect, remove or attempt to repair any facilities owned by AT&T except with the written consent of AT&T.

5.4	SouthEast accepts responsibility to notify AT&T of situations that arise that may result in a service problem.

5.5	SouthEast will contact the appropriate repair centers in accordance with procedures established by AT&T.

5.6	For all repair requests, SouthEast shall adhere to AT&T's prescreening guidelines prior to referring the trouble to AT&T.

5.7

AT&T will bill SouthEast for handling troubles that are found not to be in AT&T's network pursuant to its standard time and material charges. The standard time and material charges will be no more than what AT&T charges to its retail customers for the same services. In order for the charges to be applicable, the trouble would have to be found and resolved in the AT&T network within thirty (30) days of the original report and the reported trouble must have been previously closed to SouthEast by AT&T as no trouble found in the AT&T network. This paragraph in no way relieves SouthEast of their responsibility to conform with the prescreening responsibilities required of CLECs outlined in the Operational Understanding.

Attachment 1- Resale

Page 8 of 14

SouthEast

07/25/08

5.8

AT&T and SouthEast will work cooperatively to identify and resolve chronic troubles in either party’s network. Both parties agree that any payment of charges resulting from a no trouble found condition as described in paragraph 5.7 will be credited to the paying party if the trouble is ultimately found and cleared in the other party’s network. The parties also recognize that multiple dispatches may have resulted by both parties to resolve the same type of trouble and that payment of charges as outlined in paragraph 5.7 may be billed to the appropriate party. The parties agree to work cooperatively to resolve any disputes resulting from the process described in this paragraph.

5.9	AT&T reserves the right to contact SouthEast’s End Users, if deemed necessary, for maintenance purposes.

6.	Establishment of Service

6.1

After receiving certification as a local exchange company from the appropriate regulatory agency, SouthEast will provide the appropriate AT&T service center the necessary documentation to enable AT&T to establish a master account for SouthEast’s resold services. Such documentation shall include the Application for Master Account, proof of authority to provide telecommunications services, an Operating Company Number ("OCN") assigned by the National Exchange Carriers Association ("NECA") and a tax exemption certificate, if applicable. When necessary deposit requirements are met, as described in Section 6.6 below, AT&T will begin taking orders for the resale of service. Service orders will be in a standard format designated by AT&T.

6.2

SouthEast shall provide to AT&T a blanket letter of authorization ("LOA") certifying that SouthEast will have End User authorization prior to viewing the End User's customer service record or switching the End User's service. AT&T will not require End User confirmation prior to establishing service for SouthEast’s End User customer. SouthEast must, however, be able to demonstrate End User authorization upon request.

6.3

AT&T will accept a request directly from the End User for conversion of the End User's service from SouthEast to AT&T or will accept a request from another CLEC for conversion of the End User's service from SouthEast to such other CLEC. Upon completion of the conversion AT&T will notify SouthEast that such conversion has been completed.

6.4

If AT&T determines that an unauthorized change in local service to SouthEast has occurred, AT&T will reestablish service with the appropriate local service provider and will assess SouthEast as the CLEC initiating the unauthorized change, the unauthorized change charge described in FCC Tariff No. 1, Section 13 or applicable state tariff. Appropriate nonrecurring charges, as set forth in Section A4 of the General Subscriber Service Tariff, will also be assessed to SouthEast. These charges can be adjusted if SouthEast provides satisfactory proof of authorization.

Attachment 1- Resale

Page 9 of 14

SouthEast

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6.5	AT&T reserves the right to secure the account with a suitable form of security deposit, unless satisfactory credit has already been established.

6.6.1

Such security deposit shall take the form of cash for cash equivalent, an irrevocable Letter of Credit or other forms of security acceptable to AT&T. Any such security deposit may be held during the continuance of the service as security for the payment of any and all amounts accruing for the service.

6.6.2

If a security deposit is required, such security deposit shall be made prior to the inauguration of service.

6.6.3

Such security deposit shall be two months' estimated billing.

6.6.4

The fact that a security deposit has been made in no way relieves SouthEast from complying with AT&T's regulations as to advance payments and the prompt payment of bills on presentation nor does it constitute a waiver or modification of the regular practices of AT&T providing for the discontinuance of service for non-payment of any sums due AT&T.

6.6.5

AT&T reserves the right to increase the security deposit requirements after a thirty (30) day notice, when, in its reasonable judgment, changes in SouthEast's financial status so warrant and/or gross monthly billing has increased beyond the level initially used to determine the security deposit.

6.6.6.

In the event service to SouthEast is terminated due to SouthEast's default on its account, any security deposits held will be applied to SouthEast's account.

6.6.6.1

Interest on a cash or cash equivalent security deposit shall accrue and be paid in accordance with the terms in the appropriate AT&T tariff.

7.	Payment And Billing Arrangements

7.1

Prior to submitting orders to AT&T for local service, a master account must be established for SouthEast. SouthEast is required to provide the following before a master account is established: proof of PSC/PUC certification, the Application for Master Account, an Operating Company Number (“OCN”) assigned by the National Exchange Carriers Association (“NECA”) and a tax exemption certificate, if applicable.

7.2	AT&T shall bill SouthEast on a current basis all applicable charges and credits.

7.3

Payment of all charges will be the responsibility of SouthEast. SouthEast shall make payment to AT&T for all services billed. AT&T is not responsible for payments not received by SouthEast from SouthEast's End User. AT&T will not become involved in billing disputes that may arise between SouthEast and its End User. Payments made to AT&T as payment on account will be credited to an accounts receivable master account and not to an End User's account.

Attachment 1- Resale

Page 10 of 14

SouthEast

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7.3.1

AT&T will render bills each month on established bill days for each of SouthEast's accounts.

7.4

AT&T will bill SouthEast in advance for all services to be provided during the ensuing billing period except charges associated with service usage, which will be billed in arrears. Charges will be calculated on an individual End User account level, including, if applicable, any charge for usage or usage allowances. AT&T will also xxxx XxxxxXxxx, and SouthEast will be responsible for and remit to AT&T, all charges applicable to resold services including but not limited to 911 and E911 charges, End Users common line charges, federal subscriber line charges, telecommunications relay charges (TRS), and franchise fees.

7.5	The payment will be due by the next bill date (i.e., same date in the following month as the bill date) and is payable in immediately available funds. Payment is considered to have been made when received by AT&T.

7.5.1

If the payment due date falls on a Sunday or on a Holiday which is observed on a Monday, the payment due date shall be the first non-Holiday day following such Sunday or Holiday. If the payment due date falls on a Saturday or on a Holiday which is observed on Tuesday, Wednesday, Thursday, or Friday, the payment due date shall be the last non-Holiday day preceding such Saturday or Holiday. If payment is not received by the payment due date, a late payment charge, as set forth in section 7.7 following, shall apply.

7.5.2

If SouthEast requests multiple billing media or additional copies of bills, AT&T will provide these at an appropriate charge to SouthEast.

7.5.3

Billing Disputes

7.5.3.1

Each Party agrees to notify the other Party upon the discovery of a billing dispute. In the event of a billing dispute, the Parties will endeavor to resolve the dispute within sixty (60) calendar days of the Bill Date on which such disputed charges appear. Resolution of the dispute is expected to occur at the first level of management resulting in a recommendation for settlement of the dispute and closure of a specific billing period. If the issues are not resolved within the allotted time frame, the following resolution procedure will begin:

7.5.3.2

If the dispute is not resolved within sixty (60) days of the Bill Date, the dispute will be escalated to the second level of management for each of the respective Parties for resolution. If the dispute is not resolved within ninety (90) days of the Bill Date, the dispute will be escalated to the third level of management for each of the respective Parties for resolution

7.5.3.3

If the dispute is not resolved within one hundred and twenty (120) days of the Bill Date, the dispute will be escalated to the fourth level of management for each of the respective Parties for resolution.

Attachment 1- Resale

Page 11 of 14

SouthEast

07/25/08

7.5.3.4

If a Party disputes a charge and does not pay such charge by the payment due date, such charges shall be subject to late payment charges as set forth in the Late Payment Charges provision of this Attachment. If a Party disputes charges and the dispute is resolved in favor of such Party, the other Party shall credit the bill of the disputing Party for the amount of the disputed charges along with any late payment charges assessed no later than the second Bill Date after the resolution of the dispute. Accordingly, if a Party disputes charges and the dispute is resolved in favor of the other Party, the disputing Party shall pay the other Party the amount of the disputed charges and any associated late payment charges assessed no later than the second bill payment due date after the resolution of the dispute. AT&T shall only assess interest on previously assessed late payment charges if it has authority pursuant to its tariffs.

7.6

Upon proof of tax exempt certification from SouthEast, the total amount billed to SouthEast will not include any taxes due from the End User to reflect the tax exempt certification and local tax laws. SouthEast will be solely responsible for the computation, tracking, reporting, and payment of taxes applicable to SouthEast’s End User.

7.7

If any portion of the payment is received by AT&T after the payment due date as set forth preceding, or if any portion of the payment is received by AT&T in funds that are not immediately available to AT&T, then a late payment charge shall be due to AT&T. The late payment charge shall be the portion of the payment not received by the payment due date times a late factor and will be applied on a per bill basis. The late factor shall be as set forth in Section A2 of the General Subscriber Services Tariff or Section B2 of the Private Line Service Tariff, as applicable. SouthEast will be charged a fee for all returned checks as set forth in Section to A2 of the General Subscriber Services Tariff or in applicable state law.

7.8	Any switched access charges associated with interexchange carrier access to the resold local exchange lines will be billed by, and due to, AT&T.

7.9	AT&T will not perform billing and collection services for SouthEast as a result of the execution of this Agreement. All requests for billing services should be referred to the appropriate entity or operational group within AT&T.

7.10

In general, AT&T will not become involved in disputes between SouthEast and SouthEast's End User customers relating to resold services. If a dispute does arise that cannot be settled without the involvement of AT&T, SouthEast shall contact the designated Service Center for resolution. AT&T will assist in the resolution of the dispute and will work with XxxxxXxxx to resolve the matter in as timely a manner as possible. SouthEast may be required to submit documentation to substantiate the claim.

8.	Discontinuance of Service

8.1	The procedures for discontinuing service to an End User are as follows:

Attachment 1- Resale

Page 12 of 14

SouthEast

07/25/08

8.1.1

AT&T will deny service to SouthEast's End User on behalf of, and at the request of, SouthEast. Upon restoration of the End User's service, restoral charges will apply and will be the responsibility of SouthEast.

8.1.2

At the request of SouthEast, AT&T will disconnect a SouthEast End User customer.

8.1.3

All requests by SouthEast for denial or disconnection of an End User for nonpayment must be in writing.

8.1.4

SouthEast will be made solely responsible for notifying the End User of the proposed disconnection of the service.

8.1.5

AT&T will continue to process calls made to the Annoyance Call Center and will advise SouthEast when it is determined that annoyance calls are originated from one of its End User's locations. AT&T shall be indemnified, defended and held harmless by SouthEast and/or the End User against any claim, loss or damage arising from providing this information to SouthEast. It is the responsibility of SouthEast to take the corrective action necessary with its End Users who make annoying calls. (Failure to do so will result in AT&T’s disconnecting the End User’s service.)

8.1.6

AT&T may disconnect and reuse facilities when the facility is in a denied state and AT&T has received an order to establish new service or transfer of service from an End User or an End User’s CLEC at the same address served by the denied facility.

8.2	The procedures for discontinuing service to SouthEast are as follows:

8.2.1

AT&T reserves the right to suspend or terminate service in the event of prohibited, unlawful or improper use of the facilities or service, abuse of the facilities, or any other violation or noncompliance by SouthEast of the rules and regulations of AT&T’s Tariffs.

8.2.2

AT&T reserves the right to suspend or terminate service for nonpayment. If payment of account is not received by the xxxx xxx in the month after the original xxxx xxx, AT&T may provide written notice to SouthEast, that additional applications for service will be refused and that any pending orders for service will not be completed if payment is not received by the fifteenth day following the date of the notice. In addition AT&T may, at the same time, provide written notice to the person designated by SouthEast to receive notices of noncompliance that AT&T may discontinue the provision of existing services to SouthEast, if payment is not received by the thirtieth day following the date of the notice.

8.2.3

In the case of such discontinuance, all billed charges, as well as applicable termination charges, shall become due.

8.2.4

If AT&T does not discontinue the provision of the services involved on the date specified in the thirty days notice and SouthEast's noncompliance continues, nothing contained herein shall preclude AT&T’s right to discontinue the provision of the services to SouthEast without further notice.

Attachment 1- Resale

Page 13 of 14

SouthEast

07/25/08

8.2.5

Upon discontinuance of service on a SouthEast's account, service to SouthEast's End Users will be denied. AT&T will also reestablish service at the request of the End User or SouthEast upon payment of the appropriate connection fee and subject to AT&T's normal application procedures. SouthEast is solely responsible for notifying the End User of the proposed disconnection of the service.

8.2.6

If within fifteen days after an End User's service has been denied no contact has been made in reference to restoring service, the End User's service will be disconnected.

9.	Line Information Database (LIDB)

9.1	AT&T will store in its Line Information Database (LIDB) records relating to service only in the AT&T region. The LIDB Storage Agreement is included in this Attachment as Exhibit C.

9.2	AT&T will provide LIDB Storage upon written request to SouthEast’s Account Manager stating a requested activation date.

10.	XXX Hosting

10.1	XXX Hosting is not required for resale in the AT&T region.

11.	Optional Daily Usage File (ODUF)

11.1	The Optional Daily Usage File (ODUF) Agreement with terms and conditions is included in this Attachment as Exhibit D. Rates for ODUF are as set forth in Exhibit F of this Attachment.

11.2	AT&T will provide ODUF service upon written request to its Account Manager stating a requested activation date.

12.	Enhanced Optional Daily Usage File (EODUF)

12.1	The Enhanced Optional Daily Usage File (EODUF) service Agreement with terms and conditions is included in this Attachment as Exhibit E. Rates for EODUF are as set forth in Exhibit F of this Attachment.

12.2	AT&T will provide EODUF service upon written request to its Account Manager stating a requested activation date.

Attachment 1- Resale

Page 14 of 14

SouthEast

07/25/08

13.	Applicable Discount and OSS Charges

13.1

The telecommunications services available for purchase by SouthEast for the purposes of resale to SouthEast End Users shall be available at the discount off of the retail rate contained in Exhibit A. If SouthEast cancels an order for telecommunications services for the purpose of resale, any costs incurred by AT&T in conjunction with the provisioning of that order will be recovered in accordance with the applicable sections of the GSST and the PLST.

13.2	If no rate is identified in the contract, the rate for the specific service or function will be as set forth in applicable AT&T tariff or as negotiated by the Parties upon request by either Party.

13.2	In addition to the OSS charges, applicable discounted service order and related discounted charges apply per the tariff.

13.3	Denial/Restoral OSS Charge

13.3.1

In the event SouthEast provides a list of customers to be denied and restored, rather than an LSR, each location on the list will require a separate PON and, therefore will be billed as one LSR per location.

13.4	Cancellation OSS Charge

13.4.1

SouthEast will incur an OSS charge for an accepted LSR that is later canceled by SouthEast. Note: Supplements or clarifications to a previously billed LSR will not incur another OSS charge.

RESALE DISCOUNTS & RATES - Exhibit A

Att: 1 Exh: D

CATEGORY

RATE ELEMENTS

Interim

Zone

BCS

USOC

RATES($)

Svc Order

Submitted

Elec

per LSR

Svc Order

Submitted

Manually

per LSR

Incremental

Charge -

Manual Svc

Order vs.

Electronic-

1st

Incremental

Charge -

Manual Svc

Order vs.

Electronic-

Add'l

Incremental

Charge -

Manual Svc

Order vs.

Electronic-Disc 1st

Incremental

Charge -

Manual Svc

Order vs.

Electronic-Disc Add'l

Rec

Nonrecurring

Nonrecurring Disconnect

OSS Rates($)

First

Add'l

First

Add'l

SOMEC

XXXXX

ODUF/EODUF SERVICES

OPTIONAL DAILY USAGE FILE (ODUF)

ODUF: Recording, per message

0.0000136

ODUF: Message Processing, per message

0.002506

ODUF: Message Processing, per Magnetic Tape provisioned

35.90

ODUF: Data Transmission (CONNECT:DIRECT), per message

0.00010372

ENHANCED OPTIONAL DAILY USAGE FILE (EODUF)

EODUF: Message Processing, per message

0.235889

* Volume and term arrangements are also available.

Page 1

Attachment 2 –Network Elements and Other Services

Page 1 of 48

SouthEast

07/25/08

ATTACHMENT 2

NETWORK ELEMENTS AND OTHER SERVICES

TABLE OF CONTENTS

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

Exhibit 1 – Rates

Attachment 2 –Network Elements and Other Services

Page 2 of 48

SouthEast

07/25/08

ACCESS TO NETWORK ELEMENTS AND OTHER SERVICES

1.	Introduction

1.1

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

1.2

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

1.2.1

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

1.2.2

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

1.2.2.1

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

1.3

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

1.4

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

Attachment 2 –Network Elements and Other Services

Page 3 of 48

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07/25/08

1.4.1

Commingling of Services

1.4.1.1

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

1.4.1.2

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

1.4.1.3

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

1.4.1.4

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

1.4.1.5

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

1.4.2

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

1.4.2.1

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

1.4.2.2

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

1.4.3

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

Attachment 2 –Network Elements and Other Services

Page 4 of 48

SouthEast

07/25/08

1.4.3.1

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

1.4.4

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

1.4.4.1

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

1.4.4.2

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

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

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

1.6.1

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

Attachment 2 –Network Elements and Other Services

Page 5 of 48

SouthEast

07/25/08

1.6.2

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

The CLLI of the wire center.

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

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

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

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

1.6.3

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

1.6.4

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

1.6.5

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

1.6.6

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

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

1.8	Standards for Network Elements

1.8.1

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

1.8.2

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

Attachment 2 –Network Elements and Other Services

Page 6 of 48

SouthEast

07/25/08

1.9

Rates

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

1.10	Operational Support Systems (OSS)

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

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

1.11.1

(i) Business Line

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

1.11.2

(ii) Fiber-Based Collocation

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

1.11.3

(iii) Building

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

1.11.4

(iv) Route

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

Attachment 2 –Network Elements and Other Services

Page 7 of 48

SouthEast

07/25/08

1.12

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

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

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

2.1	Unbundled Loops

2.1.1

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

2.1.2

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

2.1.3

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

Attachment 2 –Network Elements and Other Services

Page 8 of 48

SouthEast

07/25/08

2.1.3.1

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

2.1.3.2

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

2.1.3.3

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

2.1.3.4

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

2.1.3.

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

Attachment 2 –Network Elements and Other Services

Page 9 of 48

SouthEast

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2.1.4

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

2.1.4.1

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

2.1.5

DS1 and DS3 Loop Requirements and Transition

2.1.5.1

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

2.1.5.2

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

2.1.5.3

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

2.1.5.4

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

2.1.5.5

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

2.1.5.6

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

2.1.5.6.1

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

2.1.5.6.2

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

Attachment 2 –Network Elements and Other Services

Page 10 of 48

SouthEast

07/25/08

2.1.5.7

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

2.1.5.8

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

2.1.5.8.1

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

2.1.5.8.2

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

2.1.5.8.3

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

2.1.5.9

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

2.1.5.10

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

2.1.5.11

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

2.1.5.12

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

2.1.5.13

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

2.1.5.14

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

2.1.6

Dark Fiber Loop

2.1.6.1

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

Attachment 2 –Network Elements and Other Services

Page 11 of 48

SouthEast

07/25/08

2.1.6.2

Transition for Dark Fiber Loop

2.1.6.2.1

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

2.1.6.2.2

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

2.1.6.2.3

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

2.1.6.2.4

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

2.1.6.2.4.1

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

2.1.6.2.4.2

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

2.1.6.2.4.3

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

2.1.6.2.4.4

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

2.1.6.2.5

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

2.1.6.2.6

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

2.1.6.2.6.1

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

Attachment 2 –Network Elements and Other Services

Page 12 of 48

SouthEast

07/25/08

2.1.6.2.6.2

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

2.1.7

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

2.1.8

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

2.1.8.1

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

2.1.8.2

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

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

Attachment 2 –Network Elements and Other Services

Page 13 of 48

SouthEast

07/25/08

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

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

2.1.9

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

2.1.10

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

2.1.11

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

2.1.12

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

Attachment 2 –Network Elements and Other Services

Page 14 of 48

SouthEast

07/25/08

2.1.13

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

2.1.14

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

2.1.14.1

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

2.1.14.2

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

2.1.14.3

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

2.1.14.4

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

2.1.14.5

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

2.1.14.6

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

Attachment 2 –Network Elements and Other Services

Page 15 of 48

SouthEast

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2.1.14.7

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

2.1.14.8

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

2.1.15

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

2.1.16

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

2.1.17

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

2.1.18

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

2.1.19

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

Attachment 2 –Network Elements and Other Services

Page 16 of 48

SouthEast

07/25/08

2.1.20

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

2.1.21

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

2.1.22

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

2.1.23

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

2.1.24

Technical Requirements

2.1.24.1

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

2.1.24.2

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

2.1.24.3

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

2.1.24.4

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

Attachment 2 –Network Elements and Other Services

Page 17 of 48

SouthEast

07/25/08

2.1.24.5

In some instances, SouthEast will require access to a copper twisted pair loop unfettered by any intervening equipment (e.g., filters, load coils, range extenders, etc.), so that SouthEast can use the loop for a variety of services by attaching appropriate terminal equipment at the ends. SouthEast will determine the type of service that will be provided over the loop. In some cases, SouthEast may be required to pay additional charges for the removal of certain types of equipment. AT&T’s Unbundled Loop Modifications (ULM) process will be used to determine the costs and feasibility of these activities.

2.1.24.6

In those cases where SouthEast has requested that AT&T modify a loop so that it no longer meets the technical parameters of the original loop type (e.g., voice grade, ISDN, ADSL, etc.) the resulting modified loop will be ordered and maintained as a UCL.

2.1.24.7

The loop shall be provided to SouthEast in accordance with AT&T’s TR73600 Unbundled Local Loop Technical Specification and applicable industry standard technical references.

2.1.25.10

Unbundled Loop (DS1 and below) Service Rearrangements

2.1.25.10.1

The Unbundled Loop Service Rearrangement processes will allow changes to be made to a working Loop facility assignment within the same end-user serving wire center. Service Rearrangements will result in service outages to the customer during the time the Loop is being moved.

2.1.25.10.2

An Unbundled Loop Service Rearrangement connecting facility change (CFC) allows SouthEast to change its installed Loop from one working facility assignment to another facility assignment. CFC includes Connecting Facility Assignment (CFA) and Cable ID & Pair changes within same collocation arrangement or from collocation to collocation. CFA changes are allowed within the same multiplexer or from one multiplexer to another multiplexer. For a CFC, the Loop class of service, Loop type and the customer must remain the same.

2.1.25.10.3

An Unbundled Loop Service Rearrangement connecting facility move (CFM) allows SouthEast to move the Loop facility assignment from a collocation arrangement to a multiplexer or from a multiplexer to a collocation arrangement. CFMs require a change to the Loop basic class of service. The Loop type and the customer must remain the same.

2.1.25.10.4

For Unbundled Loop Service Rearrangements, AT&T shall charge the applicable “Service Rearrangement change in Loop facility” rate found in Exhibit A. The Unbundled Loop Service Rearrangement process and requirements will be handled in accordance with the guidelines set forth in the Ordering Guidelines and CLEC Information Packages located on AT&T’s CLEC Online website.

Attachment 2 –Network Elements and Other Services

Page 18 of 48

SouthEast

07/25/08

2.2	Line Conditioning

2.2.1

AT&T shall perform line conditioning in accordance with FCC 47 C.F.R. 51.319 (a)(1)(iii). Line Conditioning is as defined in FCC 47 C.F.R. 51.319 (a)(1)(iii)(A). Insofar as it is technically feasible, AT&T shall test and report troubles for all the features, functions, and capabilities of conditioned copper lines, and may not restrict its testing to voice transmission only.

2.2.2

AT&T will remove load coils and bridged tap on copper Loops and Subloops of any length. AT&T shall not charge SouthEast for removal of load coils and bridged tap on copper loops and subloops shorter than 18,000 feet. Removal of load coils and bridged tap on copper loops and subloops greater than 18,000 feet shall be billed at TELRIC rates set forth in Exhibit 1 of Attachment 2 of the Agreement.

2.3	Integrated Digital Loop Carriers

2.3.1

Where AT&T uses Integrated Digital Loop Carrier (IDLC) systems to provide the local loop and AT&T has a suitable alternate facility available, AT&T will make arrangements to permit SouthEast to order a contiguous local loop. To the extent it is technically feasible, these arrangements will provide SouthEast with the capability to serve end users at a level that is at parity with the level of service AT&T provides its customers. If no alternate facility is available, AT&T will utilize its Special Construction (SC) process to determine the additional costs required to provision the loop facilities. SouthEast will then have the option of paying the SC rates to place the loop facilities or SouthEast may chose some other method of providing service to the end-user (e.g., Resale, private facilities, etc.).

2.4	Network Interface Device

2.4.1

Definition

The NID is defined as any means of interconnection of end-user customer inside wire to AT&T’s distribution plant, such as a cross-connect device used for that purpose. The NID is a single-line termination device or that portion of a multiple-line termination device required to terminate a single line or circuit at the premises. The NID features two independent xxxxxxxx or divisions that separate the service provider’s network from the End User’s on-premises wiring. Each chamber or division contains the appropriate connection points or posts to which the service provider and the end user each make their connections. The NID provides a protective ground connection and is capable of terminating cables such as twisted pair cable.

2.4.2

AT&T shall permit SouthEast to connect SouthEast’s loop facilities the end-user’s inside wire through the AT&T NID or at any other technically feasible point.

2.4.3

Access to Network Interface Device (NID)

Attachment 2 –Network Elements and Other Services

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SouthEast

07/25/08

2.4.3.1

Due to the wide variety of NIDs utilized by AT&T (based on subscriber size and environmental considerations), SouthEast may access the end user’s wire by any of the following means: 1) AT&T shall allow SouthEast to connect its loops directly to AT&T’s multi-line residential NID enclosures that have additional space and are not used by AT&T or any other telecommunications carriers to provide service to the premise. It is the responsibility of SouthEast to leave undisturbed the existing form of electrical protection and to maintain the physical integrity of the NID. 2) Where an adequate length of the end user’s inside wire is present and environmental conditions permit, either Party may remove the inside wire from the other Party’s NID and connect that wire to that Party’s own NID; 3) Enter the subscriber access chamber or “side” of “dual chamber” NID enclosures for the purpose of extending a connecterized or spliced jumper wire from the inside wiring through a suitable “punch-out” hole of such NID enclosures; or 4) Request AT&T to make other rearrangements to the inside wiring terminations or terminal enclosure on a time and materials cost basis to be charged to the requesting Party (i.e., SouthEast, its agent, the building owner or the subscriber). Such charges will be billed to the requesting Party.

2.4.3.2

In no case shall either Party remove or disconnect the other Party’s loop facilities from either Party’s NIDs, enclosures, or protectors unless the applicable Commission has expressly permitted the same and the disconnecting Party provides prior notice to the other Party. In such cases, it shall be the responsibility of the Party disconnecting loop facilities to leave undisturbed the existing form of electrical protection and to maintain the physical integrity of the NID. It will be the CLEC’s responsibility to ensure there is no safety hazard and will hold AT&T harmless for any liability associated with the removal of the AT&T loop from the AT&T NID. Furthermore, it shall be the responsibility of the disconnecting Party, once the other Party’s loop has been disconnected from the NID, to reconnect the disconnected loop to a nationally- recognized–testing-laboratory-listed station protector, which has been grounded as per Article 800 of the National Electrical Code. If no spare station protector exists in the NID, the disconnected loop must be appropriately cleared, capped and stored. If CLEC does not wish to accept these responsibilities, other options exist in which AT&T installs a NID for the CLEC as a chargeable option.

2.4.3.3

In no case shall either Party remove or disconnect ground wires from AT&T’s NIDs, enclosures, or protectors.

2.4.3.4

In no case shall either Party remove or disconnect NID modules, protectors, or terminals from AT&T’s NID enclosures.

2.4.4

Technical Requirements

2.4.4.1

The NID shall provide an accessible point of interconnection and shall maintain a connection to ground.

Attachment 2 –Network Elements and Other Services

Page 20 of 48

SouthEast

07/25/08

2.4.4.2

If an existing NID is accessed, it shall be capable of transferring electrical analog or digital signals between the subscriber’s inside wiring and the Distribution Media and/or cross connect to SouthEast’s NID.

2.4.4.3

Where a AT&T NID exists, it is provided in its “as is” condition. SouthEast may request AT&T do additional work to the NID on a time and material basis. When SouthEast deploys its own local loops with respect to multiple-line termination devices, SouthEast shall specify the quantity of NIDs connections that it requires within such device.

2.4.5

Interface Requirements

2.4.5.1

The NID shall be equal to or better than all of the requirements for NIDs set forth in the applicable industry standard technical references.

2.5	Unbundled Loop Concentration (ULC) System

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

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

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

4	Lifeline/Link Up Services	Yes	Note 4

5	911/E911 Services	Yes	Yes

6	N11 Services	No	No

7	MemoryCall®Service	Yes	No

8	Mobile Services	Yes	No

9	Federal Subscriber Line Charges	Yes	No

10	Non-RecurCharges	Yes	Yes

11	End User Line Chg- Number Portability	Yes	No

12	Public Telephone Access Svc(PTAS)	Yes	Yes

13	Inside Wire Maint Service Plan	Yes	No

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INTERCONNECTION AGREEMENT BETWEEN AT&T TELECOMMUNICATIONS INC. AND SOUTHEAST TELEPHONE, INC. Customer Name: SouthEast Telephone, Inc.