tariff distribution file package no.: 1747 date: august...

TARIFF DISTRIBUTION

FILE PACKAGE NO.: 1747

DATE: August 11, 2011

STATE: AIT-FCC

EFFECTIVE DATE: 08/11/2011

TYPE OF DISTRIBUTION: Approved

PURPOSE: Withdraw PFs 199 and 201

TARIFF SECTION PAGE NUMBER PAGE REVISION2000 1 15802000 1.24 00222000 1.25 00012022 22-1588 00012022 22-1589 00012022 22-1590 00012022 22-1591 00012022 22-1592 00012022 22-1593 00012022 22-1594 00012022 22-1595 00012022 22-1596 00012022 22-1597 00012022 22-1598 00012022 22-1599 00012022 22-1607 00012022 22-1608 00012022 22-1609 00012022 22-1610 00012022 22-1611 00012022 22-1612 00012022 22-1613 00012022 22-1614 00012022 22-1615 00012022 22-1616 00012022 22-1617 00012022 22-1618 000120TC 13.8.1 0007

AMERITECH OPERATING COMPANIES TARIFF F.C.C. NO. 21580th Revised Page 1

CANCELS 1579th Revised Page 1

(This page filed under Transmittal No. 1747 )

Issued: August 10, 2011 Effective: August 11, 2011

Four AT&T Plaza, Dallas, Texas 75202

Title pages 1 and 2 and pages 1 to 846 inclusive of this tariff are effective as of the date shown.Original and revised pages as named below and Supplement No. 339 contain all changes from theoriginal tariff that are in effect on the date hereof.

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Title 1 4th 7 6th 19.3 8thTitle 2 11th 7.1 3rd 19.4 1st1 1580th* 8 15th 20 10th1.1 347th 8.1 5th 20.1 5th1.2 312th 9 24th 20.2 4th1.3 288th 9.1 1st 21 4th1.4 244th 10 27th 22 1st1.5 228th 10.1 11th 23 3rd1.6 200th 10.2 9th 24 1st1.7 134th 11 4th 25 3rd1.8 112th 12 10th 25.1 1st1.9 148th 13 6th 25.2 1st1.10 49th 13.1 6th 26 3rd1.11 61st 13.2 10th 27 9th1.12 34th 13.3 12th 28 11th1.13 15th 13.4 21st 28.1 5th1.14 26th 13.5 37th 29 1st1.15 56th 13.6 39th 30 Original1.15.1 3rd 13.7 44th 31 Original1.16 67th 13.8 46th* 32 Original1.17 24th 13.8.1 7th* 33 Original1.18 33rd 13.9 4th 34 4th1.19 45th 14 3rd 34.1 1st1.20 44th 15 16th 35 5th1.21 45th 15.1 10th 35.1 1st1.22 47th 15.2 1st 36 8th1.23 41st 16 12th 36.1 6th1.24 22nd* 16.1 11th 37 13th1.25 1st* 16.1.1 Original 37.1 4th2 6th 16.2 8th 37.2 6th3 8th 16.3 1st 37.3 5th3.1 15th 16.4 2nd 37.4 1st4 17th 16.5 Original 37.5 2nd4.1 10th 16.6 3rd 38 9th5 18th 16.7 3rd 38.1 11th5.1 20th 17 1st 38.2 6th5.2 5th 18 6th 38.2.1 3rd6 5th 19 27th 38.3 4th6.1 5th 19.1 13th 38.4 4th6.2 6th 19.2 15th

* New or Revised Page

AMERITECH OPERATING COMPANIES TARIFF F.C.C. NO. 222nd Revised Page 1.24

CANCELS 21st Revised Page 1.24




ACCESS SERVICECHECK SHEETS (Cont’d)

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22-1545 Original 22-1596 1st* 23-16 3rd 25-17.2 Original22-1546 Original 22-1597 1st* 23-17 5th 25-17.3 Original22-1547 Original 22-1598 1st* 23-18 4th 25-17.4 Original22-1548 Original 22-1599 1st* 23-19 3rd 25-17.5 Original22-1549 Original 22-1600 1st* 24-1 6th 25-17.6 Original22-1550 Original 22-1601 1st* 24-1.1 2nd 25-17.7 Original22-1551 Original 22-1602 1st* 24-2 4th 25-17.8 Original22-1552 Original 22-1603 1st* 24-3 4th 25-17.9 Original22-1553 Original 22-1604 1st* 24-4 6th 25-17.10 Original22-1554 Original 22-1605 1st* 24-5 4th 25-17.11 Original22-1555 Original 22-1606 1st* 24-6 4th 25-17.12 Original22-1556 Original 22-1607 1st* 24-7 4th 25-17.13 Original22-1557 Original 22-1608 1st* 24-8 3rd 25-17.14 Original22-1558 Original 22-1609 1st* 24-9 4th 25-18 1st22-1559 Original 22-1610 1st* 24-10 6th 25-19 2nd22-1560 Original 22-1611 1st* 24-11 4th 25-20 1st22-1561 Original 22-1612 1st* 24-12 6th 25-21 1st22-1562 Original 22-1613 1st* 24-13 4th 25-22 2nd22-1563 Original 22-1614 1st* 24-14 6th 26-1 3rd22-1564 Original 22-1615 1st* 24-14.1 2nd 26-2 3rd22-1565 Original 22-1616 1st* 24-15 8th 26-3 3rd22-1566 Original 22-1617 1st* 24-16 7th 26-4 3rd22-1567 Original 22-1618 1st* 24-17 6th 26-5 3rd22-1568 Original 22-1619 Original* 24-18 2nd 26-6 3rd22-1569 Original 22-1620 Original* 24-19 2nd 26-7 2nd22-1570 Original 22-1621 Original* 24-20 2nd 26-8 2nd22-1571 Original 22-1622 Original* 24-21 4th 26-9 2nd22-1572 Original 22-1623 Original* 24-22 3rd 26-10 2nd22-1573 Original 22-1624 Original* 24-23 3rd 26-11 2nd22-1574 Original 22-1625 Original* 24-23.1 2nd 26-12 2nd22-1575 Original 22-1626 Original* 25-1 4th 26-13 2nd22-1576 Original 22-1627 Original* 25-2 Original 26-14 2nd22-1577 Original 22-1628 Original* 25-3 Original 26-15 2nd22-1578 Original 22-1629 Original* 25-4 Original 26-16 2nd22-1579 Original 22-1630 Original* 25-5 Original 26-17 2nd22-1580 Original 23-1 2nd 25-6 Original 26-18 2nd22-1581 Original 23-2 3rd 25-7 Original 26-19 2nd22-1582 Original 23-3 5th 25-8 Original 26-20 2nd22-1583 Original 23-3.1 2nd 25-9 Original 26-21 2nd22-1584 Original 23-4 3rd 25-10 Original 26-22 2nd22-1585 Original 23-5 3rd 25-11 Original 26-23 3rd22-1586 Original 23-6 2nd 25-12 2nd 26-24 3rd22-1587 Original 23-7 3rd 25-13 2nd 26-25 3rd22-1588 1st* 23-8 3rd 25-14 2nd 26-26 3rd22-1589 1st* 23-9 3rd 25-14.1 Original 26-27 2nd22-1590 1st* 23-10 4th 25-15 1st 27-1 3rd22-1591 1st* 23-11 4th 25-15.1 Original 27-2 3rd22-1592 1st* 23-12 2nd 25-16 1st 27-3 2nd22-1593 1st* 23-13 2nd 25-16.1 Original 27-4 2nd22-1594 1st* 23-14 2nd 25-17 3rd 27-5 2nd22-1595 1st* 23-15 4th 25-17.1 Original 27-6 2nd

AMERITECH OPERATING COMPANIES TARIFF F.C.C. NO. 21st Revised Page 1.25

CANCELS Original Page 1.25




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27-6.1 2nd27-7 2nd27-8 2nd27-9 2nd

27-10 2nd27-11 2nd27-12 2nd27-13 2nd27-14 2nd27-15 2nd27-16 2nd27-17 2nd27-18 2nd27-19 2nd27-20 2nd27-21 2nd27-22 2nd27-23 3rd27-24 2nd27-25 3rd27-26 2nd

28-1 2nd28-2 2nd28-3 Original

AMERITECH OPERATING COMPANIES TARIFF F.C.C. NO. 27th Revised Page 13.8.1

CANCELS 6th Revised Page 13.8.1




Page

22. Pricing Flexibility Contract Offerings (Cont’d) 22-1

22.202 Contract Offer No. 202 – DS1, DS3 Service Offer 22-1619

23. Multi-service Optical Network (MON) Ring Service 23-1

23.1 General Description 23-2(A) Basic Service Description 23-2(B) Service Provisioning 23-3(C) Responsibility of the Telephone Company 23-6(D) Responsibility of Customer 23-6(E) Service Rearrangements 23-6

23.2 Route Diversity 23-723.3 Rate Regulations 23-7

(A) Rate Elements 23-7(B) MON Ring Connection Capacity 23-9(C) Term Pricing Plan 23-12

23.4 Rates and Charges 23-14(A) Nonrecurring Charges 23-14(B) Recurring Charges 23-15(C) Ports 23-16

24. Optical Ethernet Metropolitan Area Network (OPT-E-MANsm) 24-1

24.1 Service Description 24-124.2 Rates and Charges 24-16

25. True IP to PSTN (TIPToP) Service 25-1

25.1 Service Description 25-225.2 Rate Regulations 25-1525.3 Rates and Charges 25-18

(N)

AMERITECH OPERATING COMPANIES TARIFF F.C.C. NO. 21st Revised Page 22-1588

CANCELS Original Page 22-1588




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22. Pricing Flexibility Contract Offerings (Cont’d)

(x) Issued under the Authority of Special Permission 11-010 of the F.C.C.

(Dx)

(Dx)






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(Dx)

(Dx)






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(x) Issued under the Authority of Special Permission 11-010 of the F.C.C..

(Dx)

(Dx)






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(Dx)

(Dx)

AMERITECH OPERATING COMPANIES TARIFF F.C.C. NO. 21st Revised -1611





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(Dx)

(Dx)






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(Dx)

(Dx)






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(N)

(Dx)






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(Dx

(Dx)






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(Dx)

(Dx)

AMERITECH OPERATING COMPANIES TARIFF F.C.C. NO. 2Original Page 22-1619




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22.202 Contract Offer No. 202 – DS1, DS3 Service Offer

22.202.1 General Description

This DS1, DS3 Service Offer (Contract Offer No. 202) is an access discountpricing plan which concurrent subscription is required to the following AccessTariffs: Ameritech Operating Companies (Ameritech) Tariff F.C.C. 2, ContractOffer No. 202, and The Southern New England Telephone Company (SNET)Tariff F.C.C. No. 39, Contract Offer No. 52. Ameritech and SNET shall beidentified herein as the “Qualified Companies.”

Contract Offer No. 202 requires eligible Customers to satisfy a Minimum AnnualRevenue Commitment (MARC), as described in Section 22.202.5 herein. TheMARC will consist of recurring revenues from, in the aggregate, all SubjectServices purchased from the Telephone Company and all Subject Services asdefined in the other Concurrently Subscribed Contract Offer identified in Section22.202.3 which services purchased from either of the Qualified Companies maybe referred to as “Qualified Access Services.”

Subject Services provided by the Telephone Company are described in Section22.202.2.

Contract Offer No. 202 will be available only from August 11, 2011 throughSeptember 11, 2011.

(x) Issued under Authority of Special Permission No. 11-010 of F.C.C.

(N)

(N)

(Nx)

(Nx)

(N)

(N)





ACCESS SERVICE22. Pricing Flexibility Contract Offerings (Cont’d)

22.202 Contract Offer No. 202 – DS1, DS3 Service Offer (Cont’d)

22.202.2 Subject ServicesSubject Services are listed in Table A, below. Each Subject Serviceunder this Contract Offer must be ordered and purchased pursuant toa twelve (12) month term commitment, pursuant to Section 22.202.4,as applicable.

Table A – Subject ServicesSubject Services

Interstate Special Access DS1 & DS3

(A) Subject Services ordered and purchased by the Customer priorto its subscription to this Contract Offer will be referred to as“Existing Subject Services.”

(B) Subject Services that were not being purchased from theTelephone Company prior to its subscription to this ContractOffer will be referred to as “New Subject Services.”

(C) All terms and conditions for the Subject Services are governedby the respective tariff sections, except as provided to thecontrary in this Contract Offer No. 202.

22.202.3 Eligibility CriteriaThe following Eligibility Criteria apply to this Contract Offer No. 202:

(A) All Subject Services must be located in the MSAs for which theTelephone Company has been granted pricing flexibility relief, aslisted in Ameritech Tariff F.C.C. No. 2, Section 21. During theTerm Period of this Contract Offer, if the Telephone Company isgranted pricing flexibility relief in additional MSAs not listed inSection 21 at the time of subscription, the Customer may, at itsoption, include Subject Services provided in such additionalMSAs in this Contract Offer No. 202, as described in 22.202.2,Table (A), herein, by providing written notice to the TelephoneCompany.

(B) In addition to subscribing to, and purchasing Subject Servicesfrom, this Contract Offer throughout the Term Period, theCustomer must concurrently subscribe to, and purchase servicefrom the following contract offer:

SNET Tariff F.C.C. No. 39, Contract Offer No. 52. SNET TariffF.C.C. No. 39, Section 25, Contract Offer No. 52 and thisContract offer may be referred to as the “ConcurrentlySubscribed Contract Offers.” Any breach or termination of eitherof the Concurrently Subscribed Contract Offers shall be deemedto be a breach or termination of both of the ConcurrentlySubscribed Contract Offers.

(x) Issued under Authority of Special Permission No. 11-010 of F.C.C.

(N)

(N)

(Nx)

(Nx)

(N)

(N)





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22.202.3 Eligibility Criteria (Cont’d)

(C) During the month prior to the Customer’s subscription to thisContract Offer, the Customer must have been purchasing DS1and DS3 interstate special access services from each of theQualified Companies.

(D) The Customer’s subscription to, and purchase of, SubjectServices from, the Qualified Companies under the concurrentlysubscribed to Contract Offers must include all of the Customer’ssubsidiaries and affiliates.

(E) Subject Services shall not be included in any other pricingflexibility contract offer, promotional offering, discount plan orother arrangement, unless expressly permitted by such otherpricing flexibility contract offer or other arrangement.

22.202.4 Terms and Conditions

The following Terms and Conditions apply to this Contract Offer No.202:

(A) Subscription

To subscribe to this Contract Offer, the Customer must provide asigned Letter of Subscription (LOS) to the Telephone Company.The LOS shall list the ACNAs of the Customer and all suchaffiliates and subsidiaries (“Eligible ACNAs”). Services orderedor purchased under other ACNAs may not be transferred to orotherwise included in this Contract Offer, except as expresslyprovided herein.

(1) The Customer may purchase Subject Services pursuant tothis Contract Offer under ACNAs other than EligibleACNAs (“Other ACNAs”), and/or the Customer maytransfer Subject Services from Other ACNAs to EligibleACNAs, upon thirty (30) day written notice by theCustomer. Subject Services purchased under ortransferred from Other ACNAs shall be deemed to be NewSubject Services upon their purchase under or transfer tothis Contract Offer.

(N)

(N)

(N)





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22.202.4 Terms and Conditions (Cont’d)

(A) Subscription (Cont’d)

(2) If the Customer purchases Subject Services pursuant tothis Contract Offer under Other ACNAs, and/or if servicesare transferred from Other ACNAs to Eligible ACNAs, theMARC shall be increased to reflect such purchase underor inclusion in this Contract Offer. The amount by whichthe MARC is increased shall be equal to the billed MonthlyRecurring Charges (MRCs) applicable to the servicesincluded in or transferred to this Contract Offer from OtherACNAs times: (a) the number of months remaining in thecurrent Term Year, for purposes of determining the MARCfor the current Term Year, and/or (b) twelve (12), forpurposes of determining the MARC for each Term Yearthereafter.

(B) Term Period

The term of this Contract Offer (Term Period) shall commenceon the date the Telephone Company receives the signed Letterof Subscription ("Subscription Date") and end on October 7,2016. This Contract Offer, including, without limitation, theissuance of credits pursuant to this Contract Offer, shallterminate upon the expiration of the Term Period. This ContractOffer is not renewable.

Purchases of the Subject Services are also subject to certainrates, charges and general terms and conditions in othersections of F.C.C. Tariff No. 2, set forth in Sections 2-GeneralRegulations, 5-Ordering Options for Switched & Special AccessService, and 13-Testing Maintenance and Additional LaborServices, and such terms and conditions may be modifiedthrough filing tariff changes at any time during the Term Period.Any such modifications will not change the terms and conditionsof Contract Offer No. 202.

(C) Customer must subscribe to this Contract Offer in accordancewith the regulations set forth in Ameritech Tariff F.C.C. No. 2,Section 5 – Ordering Options for Switched Access and SpecialAccess Services.

(D) Existing Subject Services (as defined in Section 22.202.2(A)) towhich the Customer already subscribes as of thecommencement of the Term Period shall receive credits underthis Contract Offer, beginning upon the commencement of theTerm Period of this Contract Offer.

(N)

(N)

(N)





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(E) If the Customer subscribed to Ameritech Contract Offer No. 193prior to the effective date of this Contract Offer, then: (i) thisContract Offer shall supersede Contract Offer No. 193, effectiveon the Subscription Date; (ii) Ameritech Contract Offer No. 193shall be terminated without termination liability; and (iii) allSubject Services within the meaning of Contract Offer No. 193and being purchased under Contract Offer No. 193 as of theSubscription Date shall become Existing Subject Services underthis Contract Offer as defined in Section 22.202.2(A).

(F) Service Term

Each Subject Service shall be subject to a twelve (12) monthservice term commitment, which shall begin as provided below(Service Term). Upon expiration of the Term Period of thisContract Offer, each Subject Service shall be provided for theremainder of the applicable Service Term according to the rates,terms and conditions applicable to a twelve (12) month termcommitment pursuant to Section 7.4.10, as applicable.

(1) The Service Term for each Existing Subject Service shallbegin on the date such Subject Service was placed inservice or began its existing term commitment (that is, itsterm commitment prior to subscription to this ContractOffer), whichever is later.

(2) The Service Term for each New Subject Service shallbegin on the date the Subject Service is placed in service.

(G) Portability

DS1 Portability shall be provided as follows: The TelephoneCompany will credit the Customer any paid early terminationliability charges for the disconnection of DS1s throughout theTerm Period of Contract Offer No. 202, provided that theeligibility criteria in Section 22.202.3, and the Terms andConditions in Section 22.202.4 have been met.

DS3 Portability shall be provided as follows: The TelephoneCompany will credit the Customer any paid early terminationliability charges for the disconnection of DS3s throughout theTerm Period of Contract Offer No. 202, provided that theeligibility criteria in Section 22.202.3, and the Terms andConditions in Section 22.202.4 have been met.

(N)

(N)

(N)





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(H) Technology Upgrade

As long as the Customer meets the eligibility criteria in Section22.202.3, and the Terms and Conditions in Section 22.202.4, theCustomer may purchase services which offer features based onupgraded technology from the Telephone Company to replaceone or more services listed in Section 22.202.2, Table A. Onceeligibility is determined, the Telephone Company shall waivetermination penalties provided that the desired upgradedtechnology:

(1)Is comparable to existing Subject Services;

(2)Provides substantially the same functionality as the existingSubject Services;

(3) Customer agrees to purchase the upgraded technology forat least the remainder of the Term Period of this ContractOffer.

(4) Any Existing Subject Service must have been in service fora minimum of twelve (12) months from its installation dateto its disconnection date.

(I) Commingling is defined in Ameritech Tariff F.C.C. No. 2, Section2.6. Commingling of Subject Services provided pursuant to thisContract Offer is prohibited.

22.202.5 Minimum Annual Revenue Commitment (MARC)

This Contract Offer requires the Customer to maintain a MinimumAnnual Revenue Commitment (MARC) throughout the Term Period.Each period of three hundred sixty-five (365) days during the TermPeriod shall be known as a “Term Year,” except that Term Year 1 shallbegin on the Subscription Date and end on October 7, 2011. TheCustomer’s revenue, for purposes of determining and applying theMARC shall be comprised of recurring charges associated withQualified Access Services purchased under Eligible ACNAs, net of allapplicable credits and discounts (“MARC Revenue”). As clarification,but not to modify the foregoing sentence, non-recurring charges shallnot be included in determining or applying the MARC. The MARC willbe calculated as outlined below in Section 22.202.5 (A). (N)

(N)





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22.202.5 Minimum Annual Revenue Commitment (MARC) (Cont’d)

(A) Determining the Minimum Annual Revenue Commitment

The Customer’s MARC for Term Year 1 shall be $208,000.

The MARC for Term Years 2, 3, 4 and 5 will be reviewed anddetermined annually on the anniversary of the beginning of theTerm Period. The MARC for Years 2, 3, 4 and 5 will becalculated as follows:

Sum of the recurring revenue for all Qualified Access Servicesduring the last three (3) months of the prior Term Year, multipliedby four (4), multiplied by ninety-five percent (95%).

For purposes of determining the Year 2 MARC, if the MARCresulting from the above calculation is greater than $500,000, thenewly recalculated MARC will apply during Term Year 2. If theMARC resulting from the above calculation is less than$500,000, the Term Year 2 MARC will be $500,000.

For purposes of determining the MARC for Term Year 3 andsubsequent Term Years, if the MARC resulting from the abovecalculation is greater than the previous Term Year’s MARC, thenewly recalculated MARC will apply during the next Term Year.If the MARC resulting from the above calculation is less than theprevious Term Year’s MARC, the then-current MARC willcontinue to apply during the next Term Year.

Example of Year 2 MARC Calculation: Customer’s Term Year 1MARC is $500,000. At the end of Term Year 1, the recurringrevenue for Qualified Access Services during the previous 3months totaled $150,000. $150,000 times 4 times 95% equals$570,000. Because $570,000 is greater than $500,000, theMARC for the Term Year 2 will be $570,000.

(B) Failure to Achieve the MARC

If, for any Term Year, the Customer fails to satisfy the MARC forany year of the Term Period, the Customer must choose one ofthe options below:

(1) The Customer shall pay a True-Up Payment as provided inSection 22.202.5 (C), below; or

(2) The Customer shall terminate this Contract Offer and paytermination liability charges as set forth in Section22.202.9, following. (N)

(N)





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22.202.5 Minimum Annual Revenue Commitment (MARC) (Cont’d)

(C) Annual True-Up

The Telephone Company shall conduct an Annual True-Up as ofthe end of each Term Year. If, for any Term Year, theCustomer’s MARC Revenue is less than the MARC applicableduring that Term Year, the Telephone Company will notify theCustomer, and the Customer will be required to make a True-UpPayment equal to the difference between the Customer’s MARCRevenue and the MARC for the relevant Term Year. The True-Up Payment will be due sixty (60) days after the TelephoneCompany provides notice to the Customer. The True-UpPayment will be calculated as follows:

Annual MARC – MARC Revenue = Amount of True-Up Payment

If the Customer fails to make a True-Up payment to theTelephone Company when due, the Customer shall be deemedto have terminated this Contract Offer and termination chargeswill apply, as set forth in Section 22.202.9, below.

22.202.6 Rates

Table B, below, contains the discounted rates for Contract Offer No.202. Any rate elements not listed in Table B will be provided at theirnormally applicable rates, as provided in F.C.C Tariff 2 Section 7. Eachcircuit (Channel Termination / LDC and Mileage) must be locatedentirely in the MSAs listed in Section 22.202.2 (A) to be eligible forthese rates.

Table B

Rate Elements Applicable USOC MRC per Rate

Element

DS3 LDC w/electrical Interface

LDC

TZUP+ $807.50

DS3 Channel MileageTermination - Per Point ofTermination-CMT

CZ4X+ $232.75

DS3 Channel Mileage-Per Mile 1YZX+ $33.15

DS3 Interconnection-Central

Office Multiplexing

QM3X+ $427.50

DS1 Channel Mileage 0 miles 1YZX+ $113.00

DS1 Channel Mileage 1-10 miles CZ4X+

1YZX+

$185.00

DS1 Channel Mileage 11-20 miles CZ4X+

1YZX+

$225.00

+ equals Zones 1-5 (N)

(N)





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22.202.6 Rates (Cont’d)

The Telephone Company shall waive the following Non-Recurringcharges (NRCs) associated with the purchase of qualifying DS1, DS3,OCN Point-to-Point and Dedicated Ring Services1 for Customerssubscribed to Contract Offer No. 202:

(1) Design and Central Office Connection Charge per Circuit;Section 7.4.2; and

(2) Customer Connection Charge per termination; Section 7.4.2.

22.202.7 Assignment/Transfer/Successors

(A) Neither party shall assign or otherwise transfer without the priorwritten consent of the other party (which consent will not beunreasonably withheld or delayed) this Contract Offer No. 202.Customer may, without the Telephone Company’s consent, butupon notice to the Telephone Company, assign in whole orrelevant part, its rights and obligations under this Contract OfferNo. 202 to an Affiliate, but Customer will remain financiallyresponsible for the performance of such obligations. TheTelephone Company may, without Customer’s consent, assign inwhole or relevant part, its rights and obligations under thisContract Offer No. 202 to an Affiliate, or subcontract to anAffiliate or a third party for work to be performed under thisContract Offer No. 202, but the Telephone Company will in eachsuch case remain financially responsible for the performance ofsuch obligations. “Affiliate” of a party means any entity thatcontrols, is controlled by, or is under common control with, suchparty.

(B) Any assignment other than as permitted by this Section22.202.7(A) is void.

1 OCN PTP and Dedicated Ring services are now provided on a contractual basis outside of the tariff,including all terms and conditions. As required by the Commission, to allow the Telephone Company totake advantage of the relief granted in the Commission’s Memorandum Opinion and Order No. FCC 07-180, released October 12, 2007, such services have been de-tariffed by the Telephone Company. Rates,terms and conditions associated with specifically de-tariffed services are available atwww.att.com/guidebook. (N)

(N)





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22.202.8 Mergers/Acquisitions

All provisions of this Contract Offer No, 202 shall continue in full forceand in effect, not withstanding any merger or acquisition affecting aparty. A merger or acquisition, within the meaning of this provision,shall include, without limitation, any transaction in which the party, inwhole or in part, merges with, acquires, is acquired by, or sells all orsubstantially all its stock or assets to any other entity, or purchases allor substantially all stock or assets of another company. Upon theTransaction Close Date of a merger or acquisition, if another entityinvolved in the merger or acquisition purchases any service from anyTelephone Company entity, such service shall not be included in thisContract Offer No.202 for any purpose. The “Transaction Close Date”shall be defined as the date that the stock purchase is complete and/orthe final date on which the assets of the acquired/merged companyhave been purchased.

22.202.9 Termination Liability

(A) Termination Liability of Contract Offer

Termination liability language, described below, applies in lieu ofthe termination liability language described in (FCC Tariff No. 2,Section 7.4.10). If the Customer terminates this Contract Offerbefore the completion of the Term Period for any reason, or failsto meet any of the eligibility criteria as described in Section22.202.3, and/or any of the Terms and Conditions in Section22.202.4, the Customer must pay the Telephone Companytermination charges as described in this Section. These chargesshall become due as of the effective date of the termination. TheCustomer must provide written notification to the TelephoneCompany sixty (60) days prior to the desired date of terminationof the Contract Offer. (N)

(N)





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22.202.9 Termination Liability (Cont’d)

(A) Termination Liability of Contract Offer (Cont’d)

The Customer's termination liability charges shall be equal to:

Fifty percent (50%) of the difference between the Actual CurrentAnnual Recurring Revenue for Qualified Access Services andthe annual MARC at the time of termination, plus fifty percent(50%) of the annual MARC at the time of termination for eachsubsequent year remaining in the term period.

50% (Annual MARC - Annual Current Recurring Revenue) +50% (Annual MARC x years remaining) = termination liability

For example, the Customer terminates the contract in Year 2 andCustomer has 3 years remaining in a 5-year term period.Customer's current MARC at time of termination is $500,000 andactual recurring revenue is $ 400,000. The termination liabilitycharge will be as follows:

50% ($500,000 - 400,000) + 50% ($500,000 x 3) = $800,000termination liability charge

(B) Termination Liability - Individual Subject Services

Termination liability, as described below, applies in lieu oftermination liability as described in Ameritech Tariff No. 2,Section 7.4.10. If the Customer terminates Subject Servicesunder this Contract Offer before the completion of the applicableService Term during the Term Period for any reason other thanmaterial breach by the Telephone Company, the Customer mustpay the Telephone Company termination charges as describedin this Section. These charges shall become due as of theeffective date of the termination of service. The Customer mustprovide written notification to the Telephone Company thirty (30)days prior to the desired date of termination of the SubjectServices pursuant to this Contract Offer. The Customer will beliable for a termination charge which shall be equal to fiftypercent (50%) of the MRC for the disconnected rate elements orSubject Services for the balance of the Service Term (MRC X50% X (months remaining in the applicable Service Term). Inaddition, the Customer will be charged for any NRCs previouslywaived and/or discounted by one hundred percent (100%) forsuch terminated individual rate elements or Subject Services. (N)

(N)





ACCESS SERVICE



22.202.9 Termination Liability (Cont’d)

(B) Termination Liability - Individual Subject Services (Cont’d)

For example, the Customer terminates a Subject Service in Month 10 ofthe 12- month service term. Customer's MRC at time of terminationis $500. The Termination liability charge will be as follows:

50% ($500 X 2) = $500 termination liability charge (N)

(N)

tariff distribution file package no.: 1747 date: august...

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