Wave2wave Communications S1 IPO registration | WAV 16 Dec 10

Exhibit 10.68

AMENDMENT NO. 1

to the

INTERCONNECTION AGREEMENT

between

VERIZON PENNSYLVANIA INC.

and

RNK PENNSYLVANIA, INC.

This Amendment No. 1 (the “Amendment”) is made by and between Verizon Pennsylvania Inc.(“Verizon”), a Pennsylvania corporation with principal place of business at 1717 Arch Street, Philadelphia, Pennsylvania 19103, and RNK Pennsylvania, Inc., a corporation with offices at 333 Elm Street, Suite 310, Dedham, MA 02026 (“RNK”), and, except as otherwise expressly provided herein with respect to particular provisions hereof, shall be deemed effective on November 5, 2007 (the “Amendment Effective Date”). Verizon and RNK are hereinafter referred to collectively as the “Parties” and individually as a “Party. This Amendment covers services in Verizon’s service territory in the Commonwealth of Pennsylvania (the “Commonwealth”).

WITNESSETH:

WHEREAS, pursuant to an adoption letter dated May 1, 2007 (the “Adoption Letter”), RNKadopted in the Commonwealth of Pennsylvania, the interconnection agreement between D&E Systems, Inc. and Verizon (such Adoption Letter and underlying adopted interconnection agreement referred toherein collectively as the “Agreement”); and

WHEREAS, the Federal Communications Commission (the “FCC”) released an order on August21, 2003 in CC Docket Nos. 01-338, 96-98, and 98-147 (the “Triennial Review Order” or “TRO”), whichbecame effective as of October 2, 2003; and

WHEREAS, on March 2, 2004, the U.S. Court of Appeals for the District of Columbia Circuit (the“D.C. Circuit”) issued a decision affirming in part and vacating in part the TRO (the “D.C. CircuitDecision”), which became effective as of June 15, 2004; and

WHEREAS, on August 20, 2004, the FCC released an Order in WC Docket No. 04-313 and CC Docket No. 01-338 (the “Interim Rules Order”), which became effective as of September 13, 2004; and

WHEREAS, on February 4, 2005, the FCC released an Order on Remand in WC Docket No. 04-313 and CC Docket No. 01-338 (the “TRRO”) setting forth additional rules, which became effective March11, 2005; and

WHEREAS, on September 8, 2005, the Administrative Law Judge in Pennsylvania Public UtilityCommission Docket No. P-00042092 issued a decision (the “Arbitration Decision”) recommending thatcertain interconnection agreements be amended in accordance with rulings set forth therein; and

WHEREAS, on February 21, 2006, the Pennsylvania Public Utility Commission (the“Commission”) in Docket No. P-00042092 issued its Opinion and Order requiring that certain interconnection agreements be amended in accordance with the decisions set forth therein; and

WHEREAS,on September 13, 2007, the Commission in Docket No. P-00042092 issued itsOpinion and Order requiring that certain interconnection agreements be amended in accordance with thedecisions set forth therein; and

WHEREAS,the Adoption Letter provides that the Parties shall execute an amendment to the Agreement to memorialize that the Agreement is amended by the terms of the arbitrated amendment resulting from the foregoing arbitration proceeding; and

WHEREAS,in light of the foregoing developments, the Parties, pursuant to Sections 252(a) and(b) of the Communications Act of 1934, as amended, (the “Act”), wish to amend the Agreement in order tocomply with the applicable rulings set forth in the Commission’s orders of February 21, 2006 andSeptember 13, 2007 and to give contractual effect to the provisions set forth herein;

NOW, THEREFORE,in consideration of the promises and mutual agreements set forth herein,the Parties agree to amend the Agreement as follows:


1.	Amendment to Agreement. The Agreement is amended to include the following provisions, all ofwhich shall apply to and be a part of the Agreement notwithstanding any other provision of theAgreement or a Verizon tariff.

2.	General Conditions.

	2.1	Except as permitted by the Amended Agreement, Verizon shall not impose limitations, restrictions, or requirements on requests for, or the use of, unbundled network elementsfor the service RNK seeks to offer.

	2.2	[This Section Intentionally Left Blank.]

	2.3	Restrictions on RNK’s Use of UNEs. RNK may not access a UNE for the exclusive provision of Mobile Wireless Services or Interexchange Services.

	2.4	Discontinued Elements. Notwithstanding any other provision of the Agreement or this Amendment, but subject to and without limiting Section 4.4 and subject to the transitionrequirements associated with the TRRO as set forth in Sections 3.4, 3.5, 3.6 and 3.7 below, Verizon, to the extent it has not already done so, may, at any time and withoutfurther notice to RNK, cease offering or providing access on an unbundled basis at rates prescribed under Section 251 of the Act to any facility that is a Discontinued Element, whether as a stand-alone UNE, as part of a Combination, or otherwise.

		2.4.1	Where Verizon is permitted to cease providing a Discontinued Element pursuantto Section 2.4 above and RNK has not submitted an L.SR or ASR, as appropriate,to Verizon requesting disconnection of the Discontinued Element and has not separately secured from Verizon an alternative arrangement to replace theDiscontinued Element, then Verizon, to the extent it has not already done so priorto execution of this Amendment, in its sole discretion, may elect to: (a) convertthe subject Discontinued Element to an arrangement available under a Verizonaccess tariff (i.e., month-to-month rates provided under an applicable accesstariff, unless RNK is then subscribed to an applicable special access term/volumeplan or other special access arrangement, pursuant to which RNK would beentitled to a lower rate), a resale arrangement, or other alternative wholesale arrangement that Verizon shall identify or has identified in writing to RNK, or (b) in lieu of such a conversion, reprice the subject Discontinued Element byapplication of a new rate (or, in Verizon’s sole discretion, by application of a surcharge to an existing rate) to be equivalent to an arrangement available undera Verizon access tariff (i.e., month-to-month rates provided under an applicable


		access tariff, unless RNK is then subscribed to an applicable special accessterm/volume plan or other special access arrangement, pursuant to which RNKwould be entitled to a lower rate), a resale arrangement, or other alternativewholesale arrangement that Verizon shall identify or has identified in writing toRNK.

	2.4.2	With respect to facilities that are Discontinued Elements by operation of the TRO,the rates, terms, and conditions of any arrangements described in Section 2.4.1above shall apply and be binding upon RNK as of the Amendment EffectiveDate, except to the extent that an earlier effective date applies under anyprovision of the Amended Agreement (including, but not limited to, Sections 2.5and 3 below), a Verizon tariff, or a separate commercial agreement between theParties.

2.5	Pre-Existing Discontinuance Rights.

	2.5.1	Verizon’s rights as to discontinuance of Discontinued Elements pursuant to this Amendment are in addition to, and not in limitation of, any rights Verizon mayhave under the Agreement as to discontinuance of Discontinued Elements, and nothing contained herein shall be construed to prohibit, limit, or delay Verizon’sexercise of any pre-existing right it may have under the Agreement to cease providing unbundled access to elements and facilities that are or become Discontinued Elements.

	2.5.2	Without limiting Section 2.5.1 above, this Amendment itself is not intended toimplement future changes in law regarding unbundling obligations (whether newaffirmative unbundling obligations or cessation of existing unbundlingobligations); provided, however, that, for the avoidance of any doubt, this Section2.5.2 shall not be construed to limit Verizon’s rights with respect to: (a) discontinuance of UNEs at wire centers (or on routes) that in the future becomenon-impaired based on the FCC’s criteria referenced in Sections 3.4 and 3.5below; (b) discontinuance of any loops or transport that in the future exceed thecaps set forth in Sections 3.4 and 3.5 below; (c) Verizon’s rejection of a RNKorder for a TRRO Certification Element without first seeking dispute resolution,under Section 3.6.2.3 below; (d) repricing of Discontinued Elements at the end ofthe TRRO transition periods as provided for in Section 3.9 below; (e)discontinuance of High Capacity EELs that are determined in the future to benon-compliant under Section 3.11.2.2 or 3.11.2.9 below; or (f) implementation ofany rates or charges the Commission may approve or establish in the future forany functions Verizon is required to perform under this Amendment.

2.6	Limitation With Respect to Replacement Arrangements. Certain provisions of this Amendment refer to Verizon’s provision of a facility, service, or arrangement to replaceDiscontinued Elements. Any reference in this Amendment to Verizon’s provision of afacility, service, or arrangement that Verizon is not required to provide under Section 251 of the Act and the FCC’s rules implementing that section is solely for the convenience of the Parties and shall not be construed to require or permit application of any requirementof 47 U.S.C. § 252 (including but not limited to, arbitration under 47 U.S.C. § 252(b))regarding the rates, terms or conditions upon which Verizon shall provide such facilities,services, or arrangements. Subject to and without limiting the foregoing, this Amendment shall not be deemed to limit either Party’s rights, if any, under § 271 of the Act that arespecifically set forth in express provisions of the Agreement.

2.7	For the avoidance of any doubt, notwithstanding any other provision of the Amended Agreement, Verizon is not required to offer or provide unbundled access to packet switching as a stand-alone facility, as part of a Combination, or otherwise.


3.	Verizon’s Provision of Certain Network Elements and Related Services.

	3.1	FTTH and FTTC Loops.

		3.1.1	New Builds. Notwithstanding any other provision of the Amended Agreement,but subject to and without limiting Section 4.4 below, ‘Verizon is not required toprovide access to a FTTH or FTTC Loop, or any segment thereof, on anunbundled basis when Verizon deploys such a Loop to the customer premises ofan end user that has not been served by any loop facility other than a FTTH orFTTC Loop.

		3.1.2	Overbuilds. Notwithstanding any other provision of the Amended Agreement (but subject to and without limiting Section 2 above and Section 4.4 below), Verizon isnot required to provide access to a FTTH or FTTC Loop on an unbundled basiswhen Verizon has deployed such a loop parallel to, or in replacement of, an existing copper loop facility, except that, in accordance with, but only to theextent required by, the Federal Unbundling Rules, (a) Verizon must maintain theexisting copper loop connected to the particular customer premises afterdeploying the FTTH or FTTC Loop and provide nondiscriminatory access to thatcopper loop on an unbundled basis unless Verizon retires the copper looppursuant to paragraph 47 C.F.R. § 51.319(a)(3)(iv); (b) if Verizon maintains theexisting copper loops pursuant to 47 C.F.R. § 51.319(a)(3)(iii)(A), it need notincur any expenses to ensure that the existing copper loop remains capable oftransmitting signals prior to receiving a request for access pursuant to thatparagraph, in which case Verizon shall restore the copper loop to serviceablecondition upon request; and (c) if Verizon retires the copper loop pursuant to 47 C.F.R. § 51.319(a)(3)(iv), it shall provide nondiscriminatory access to a 64kilobits per second transmission path capable of voice grade service over theFTTH or FTTC Loop (a “Voice Grade Transmission Path”) on an unbundledbasis. The rates for a Voice Grade Transmission Path under (c) above shall bethe same rates applicable under the Amended Agreement to a DSO loop to the same customer premises were such a loop available, unless and until such timeas different rates for a Voice Grade Transmission Path are established by theCommission, in which case such different rates shall apply as the Commissionorders on a prospective basis.

			3.1.2.1	Retirement of Copper Loops. Prior to retiring any copper Loop that has been replaced with a FTTH or FTTC Loop, Verizon shall complywith (i) the network disclosure requirements set forth in Section 251(c)(5) of the Act and in Sections 51.325 through 51.335 of theFCC’s Rules (which, in part, require Verizon to submit notice ofcopper Loop retirement no later than ninety-one (91) days prior tothe planned date of such retirement); and (ii) any applicablerequirements of state law. If RNK is leasing a copper Loop whenVerizon submits its notice pursuant to the foregoing sentence,Verizon shall also provide RNK with a copy of such notice pursuantto the notice provisions of the Amended Agreement.

	3.2	Hybrid Loops.

		3.2.1	Packet Switched Features. Functions, and Capabilities. Notwithstanding anyother provision of the Amended Agreement, but subject to and without limitingSection 4.4 below, RNK shall not be entitled to obtain access to the packetswitched features, functions, or capabilities of any Hybrid Loop on an unbundledbasis. Packet switching capability is the routing or forwarding of packets, frames,cells, or other data units based on address or other routing information contained


	in the packets, frames, cells or other data units, and the functions that areperformed by the digital subscriber line access multiplexers, including but not limited to the ability to terminate an end-user customer’s copper loop (which includes both a low-band voice channel and a high-band data channel, or solely a data channel); the ability to forward the voice channels, if present, to a circuit switch or multiple circuit switches; the ability to extract data units from the data channels on the loops; and the ability to combine data units from multiple loops onto one or more trunks connecting to a packet switch or packet switches. Verizon shall not be required to build any time division multiplexing (TDM)capability into new packet-based networks or into existing packet-basednetworks that do not already haveTDM capability.

3.2.2	Broadband Services. Notwithstanding any other provision of the Amended Agreement, when RNK seeks access to a Hybrid Loop for the provision of “broadband services,” as such term is defined by the FCC, then in accordancewith, but only to the extent required by, 47 U.S.C. §251(c)(3) and 47 C.F.R. Part 51, Verizon shall provide RNK with nondiscriminatory access under the Amended Agreement to the existing time division multiplexing features, functions, and capabilities of that Hybrid Loop, including DS1 or DS3 capacity (where impairment has been met, which, for the avoidance of any doubt, does not include instances in which Verizon is not required to provide a DS1 Loop under Section 3.4.1 below or is not required to provide a DS3 Loop under Section 3.4.2 below) on an unbundled basis to establish a complete transmission path between the Verizon central office serving an end user and the end user’s customer premises. This access shall include access to all features, functions, and capabilities of the Hybrid Loop that are not used to transmit packetized information.

3.2.3	Narrowband Services. Notwithstanding any other provision of the AmendedAgreement, when RNK seeks access to a Hybrid Loop for the provision of “narrowband services,” as such term is defined by the FCC, then in accordance with, but only to the extent required by, 47 U.S.C. § 251(c)(3) and 47 C.F.R Part 51, Verizon shall, in its sole discretion, either (a) provide access under the Amended Agreement to a spare home-run copper Loop serving that customer on an unbundled basis, or (b) provide access under the Amended Agreement, on an unbundled basis, to the entire DSO voice-grade transmission path between the main distribution frame (or equivalent) in the end user’s serving wire center and the end user’s customer premises using time division multiplexing technology.

3.2.4	IDLC Hybrid Loops. If RNK requests, in order to provide narrowband services,unbundling of a 2 wire analog or 4 wire analog Loop currently provisioned viaIntegrated Digital Loop Carrier (over a Hybrid Loop), Verizon shall provide RNKunbundled access to a Loop capable of voice-grade service (i.e., equivalent to DSO capacity) to the end user customer served by the Hybrid Loop.

	3.2.4.1	Verizon, in its sole discretion, will provide RNK with (i) an existing copper Loop; (ii) or a Loop served by existing Universal Digital Loop Carrier (“UDLC”), where available. Standard recurring and nonrecurring Loop charges will apply. In addition, a non-recurring charge will apply whenever a line and station transfer is performed.

	3.2.4.2	Unless an effective order of the Commission or the FCC or a written agreement of the Parties expressly requires standard provisioning intervals and performance measures and remedies for Verizon’s provisioning of unbundled Loops pursuant to this Section 3.2.4, Verizon may exclude its performance in connection with providing


			unbundled Loops pursuant to this Section 3.2.4 from standardprovisioning intervals and performance measures and remedies, ifany, contained in the Amended Agreement or elsewhere.

3.3	Subloop. Verizon shall provide RNK with nondiscriminatory access to Subloops on an unbundled basis at any technically feasible point (including at fiber distribution facilities)and pursuant to Section 251(c)(3) of the Act, Section 51.319(b) of the FCC’s rules, andany other Applicable Law. One type of Subloop is Inside Wire Subloop, which is definedin Section 4.7.22 below. The Subloop element shall include any and all of the features,functions, and capabilities of the Subloop, including, but not limited to: (i) loop concentration/multiplexing functionality, (ii) loop distribution, and (iii) on-premises wiringowned or controlled by Verizon. Verizon shall also provide any combination of Subloopelements ordinarily combined in the Verizon network, and any pre-existing combination ofSubloop elements shall not be separated unless so directed by RNK.

	3.3.1	Distribution Sub-Loop Facility. Notwithstanding any other provision of the Amended Agreement (but subject to the conditions set forth in Section 2 above)or any Verizon tariff or SGAT, in accordance with, but only to the extent requiredby, 47 U.S.C. §251(c)(3) and 47 C.F.R. Part 51, upon site-specific request, RNKmay obtain access to the Distribution Sub-Loop Facility at a technically feasible access point located near a Verizon remote terminal equipment enclosure at therates and charges provided for Unbundled Sub-Loop Arrangements (or the Distribution Sub-Loop) in the Amended Agreement. It is not technically feasibleto access the Distribution Sub-Loop Facility if a technician must access thefacility by removing a splice case to reach the wiring within the cable.

	3.3.2	Copper Subloops. Verizon shall provide RNK with nondiscriminatory access to acopper Subloop on an unbundled basis. A copper Subloop is a portion of acopper loop, or hybrid loop, comprised entirely of copper wire or copper cablethat acts as transmission facility between any point of technically feasible access,as defined in Section 3.3.3 below, and the end-user customer premises. Acopper Subloop also includes all intermediate devices (including repeaters andload coils) used to establish a transmission path between a point of technicallyfeasible access and the demarcation point at the end-user customer premises,and includes the features, functions, and capabilities of the copper loop. CopperSubloops include two-wire and four-wire analog Subloops as well as two-wire and four-wire Subloops conditioned to transmit the digital signals needed toprovide digital services, regardless of whether the Subloops are in service or heldas spares.

	3.3.3	Point of Technically Feasible Access. A point of technically feasible access isany point in Verizon’s outside plant owned or controlled by Verizon, or is at ornear a multiunit premises, where it is technically feasible for a technician toaccess the wire or fiber within a cable without removing a splice case to reachthe wire or fiber and thereby establish connectivity. Such points include, but arenot limited to, a pole or pedestal, the serving area interface, the network interfacedevice, the minimum point of entry, any remote terminal, the single point ofinterconnection, the feeder/distribution interface, and cross-connection panels deployed at the customer premises. Verizon shall upon a site-specific request byRNK, provide access to a copper Subloop at a splice near a remote terminal.Within thirty (30) days from the Amendment Effective Date, Verizon shall provideRNK with a written proposal that describes in detail commercially viablemethodsthat allow RNK to access Subloops in accordance with the terms of theAgreement, this Amendment and Applicable Law. Within ten (10) days of receiptof such proposal but in no case later than forty (40) days from the Amendment Effective Date, the Parties shall begin to negotiate mutually agreeable terms that


			effectuate commercially viable methods for RNK to access Subloops. Theagreed upon methods shall be implemented within thirty (30) days after theParties reach such agreement. Should the Parties not reach agreement withinninety (90) days from the Amendment Effective Date, either Party may pursueresolution of these issues pursuant to the dispute resolution provisions of the Amended Agreement and, to the extent they exist, the expedited disputeresolution processes of such Agreement. Until these issues are resolved by theParties, or during the pendency of any dispute resolution proceeding initiated bya Party to resolve these issues, Verizon shall, notwithstanding the terms inSection 3.3.1 above, provide RNK with access to the full frequency/spectrum ofcopper/fiber Hybrid Loops.

		3.3.4	Collocation. Access to the copper Subloop shall be subject to sections 51.321and 51.323 of the FCC’s collocation rules; provided, however, no collocation requirement may be imposed by Verizon at a customer’s premises when RNKuses the same or similar space to access Inside Wire Subloops.

		3.3.5	Access to Multiunit Premises Wiring. Verizon shall provide RNK with nondiscriminatory access to Inside Wire Subloops for access to multiunitpremises wiring on an unbundled basis regardless of the capacity or type ofmedia (including, but not limited to copper, coax, radio and fiber) employed forthe Inside Wire Subloop.

		3.3.6	Single Point of Interconnection. Upon notification by RNK that it requestsinterconnection and/or access to unbundled Inside Wire Subloops, at a multiunitpremises and, if so requested by RNK, Verizon shall provide a single point ofinterconnection (SPOI) that is suitable for use by multiple carriers. Thisobligation shall be in addition to Verizon’s obligations, under section 51.319 (b)(2) of the FCC’s rules, to provide nondiscriminatory access to a Subloop foraccess to multiunit premises wiring, including any inside wire, at any technicallyfeasible point and in any technically feasible manner (with Verizon having theburden of demonstrating infeasibility). Unless mutual agreement is reached withrespect to completion of SPOI construction, Verizon shall complete theconstruction of the SPOI and provide RNK with unrestricted access thereto not more than forty-five (45) days from receipt of a request by RNK to construct aSPOI. Upon completion of the SPOI, Verizon agrees Verizon shall access allcustomers it serves at that location through the same SPOI. Verizon chargesshall recover only total element long-run incremental cost for constructing anysuch SPOI. The charges for the SPOI shall be recovered in a nondiscriminatorymanner from all carriers (including the portion used by Verizon) using the SPOI.

			If, within fifteen (15) days from Verizon’s receipt of a request from RNK toconstruct a SPOI, Verizon and RNK are unable to negotiate rates, terms, andconditions under which Verizon will provide this single point of interconnection,then any issues in dispute regarding this obligation shall be resolved in stateproceedings under Section 252 of the Act. Notwithstanding arbitration of therates, if Verizon has not completed construction of the SPOI and provided accessto RNK within forty-five (45) days of RNK’s request, RNK may elect to deploy itsown cross connection configuration and connect it to the existing Verizon access point with no further financial obligation to Verizon. If the Verizon SPOI issubsequently made operational and pricing resolved, then Verizon may re-terminate the RNK cross-connections, without additional charge to RNK providedthatRNK may obtain a mutually agreeable customer releaseschedule. Verizonmay, at its own option and expense, deploy a multi-carrier SPOI but only if thatdeployment does not delay RNK access to customers in the MTE.


	3.3.7	Technical Feasibility. If Verizon and RNK are unable to reach agreementthrough voluntary negotiations as to whether it is technically feasible, or whethersufficient space is available, to unbundle a copper Subloop or Subloop for access to multiunit premises wiring at the point where RNK requests, Verizon shall have the burden of demonstrating to the state commission, in state proceedings under Section 252 of the Act, that there is not sufficient space available, or that it is not technically feasible to unbundle the Subloop at the point requested by RNK.

	3.3.8	Best Practices. Once one state commission has determined that it is technicallyfeasible to unbundle Subloops at a designated point, Verizon, in any state, shallhave the burden of demonstrating to the state commission, in state proceedingsunder Section 252 of the Act, that it is not technically feasible, or that sufficientspace isnot available, to unbundle its own Subloops at such a point.

	3.3.9	Connection to Subloops. Connection to Subloops (including the networkinterface device (NID)), including but not limited to directly accessing the customer side or network side of the cross-connection device owned or controlled by Verizon, may be performed by RNK technicians or its dulyauthorized agents, at its option, (i) without the presence of Verizon technicians,and (ii) at no additional charge by Verizon. Such connecting work performed by RNK may include but is not limited to lifting and re-terminating of cross-connection or cross-connecting new terminations at accessible terminals used for Subloop access. No supervision or oversight by Verizon personnel shall be required but Verizon may monitor the work, at its sole expense, provided Verizon does not delay or otherwise interfere with the work being performed by RNK or its duly authorized agents.

	3.3.10	Verizon shall not require that RNK provide Billing Account Numbers to Verizon asa condition of local number portingto RNK where RNK is overbuildingor hasoverbuilt on an existing Verizon loop.

3.3A	Network Interface Device (NID).

	3.3A.1	Network Interface Device. Apart from its obligation to provide the NIDfunctionality as part of an unbundled loop or Subloop, Verizon shall provide nondiscriminatory access to the NID on an unbundled basis. Verizon shall permit RNK to connect its own loop facilities to on-premises wiring through Verizon’s NID, or at any other technically feasible point.

3.4	High Capacity Loops.

	3.4.1	DS1 Loops. To the extent the Agreement otherwise requires Verizon to provideRNK with unbundled access to Section 251(c)(3) DS1 Loops (this section not being intended to create any such obligation in the first instance) the following provisions shall apply notwithstanding any such requirement:

		3.4.1.1	Effective as of March 11, 2005, and subject to the transition requirements set forth in Sections 3.4.1.2 and 3.6.3 below:


			3.4.1.1.1	Verizon shall provide RNK with nondiscriminatory access to a DS1 Loop on an unbundled basis to any building not served by a Wire Center with at least 60,000 Business Lines and at least four Fiber-Based Collocators. Once a Wire Center exceeds or has exceeded both of these thresholds, no future DS1 Loop unbundling will be required


			in that Wire Center except to the extent required under the Verizon-MCI merger conditions pursuant to Section 4.7.18.

		3.4.1.1.2	RNK and its Affiliates may obtain a maximum of tenunbundled DS1 Loops to any single building in which DS1 Loops are available as unbundled loops.

	3.4.1.2	Transition Period For DS1 Loops.

		3.4.1.2.1	For a 12-month period beginning on March 11, 2005, anyDS1 Loop UNEsthatRNKleased from Verizon as ofthat date, but which Verizon is not obligated to unbundle pursuant to Section 3.4.1.1 above, shall be available for lease from Verizon at a rate equal to the higher of (a) 115% of the rate RNK paid for the loop element on June 15, 2004, or (b) 115% of the rate the Commission has established or establishes, if any, between June 16, 2004, and March 11, 2005, for that loop element. Where Verizon is not required to provide unbundled DS1 Loops pursuant to Section 3.4.1.1, RNK may not obtain new DS1 Loops as unbundled network elements.

3.4.2	DS3 Loops. To the extent the Agreement otherwise requires Verizon to provide RNK with unbundled access to Section 251(c)(3) DS3 Loops (this section notbeing intended to create any such requirement in the first instance) the following provisions shall apply notwithstanding any such requirement:

	3.4.2.1	Effective as of March 11, 2005, and subject to the transition requirements set forth in Sections 3.4.2.2 and 3.6.3 below:

		3.4.2.1.1	Verizon shall provide RNK with nondiscriminatory access toa DS3 Loop on an unbundled basis to any building not served by a Wire Center with at least 38,000 BusinessLines and at least four Fiber-Based Collocators. Once aWire Center exceeds or has exceeded both of thesethresholds, no future DS3 Loop unbundling will be requiredin that Wire Center except to the extent required under theVerizon-MCI merger conditions pursuant to Section 4.7.18.

		3.4.2.1.2	RNK and its Affiliates may obtain a maximum of a single unbundled DS3 Loop to any single building in which DS3 Loops are available as unbundled loops.

	3.4.2.2	Transition Period For DS3 Loops. For a 12-month period beginningon March 11, 2005, any DS3 Loop UNEs that RNK leased fromVerizon as of that date, but which Verizon is not obligated to unbundle pursuant to Section 3.4.2.1 above, shall be available for lease from Verizon at a rate equal to the higher of (a) 115% of the rate RNK paid for the loop element on June 15, 2004, or (b) 115% of the rate the Commission has established or establishes, if any, between June 16, 2004, and March 11, 2005, for that loop element. Where Verizon is not required to provide unbundled DS3 Loops pursuant to Section 3.4.2.1, RNK may not obtain new DS3 Loops as unbundled network elements.


	3.4.3	Dark FiberLoops.

		3.4.3.1	Effective as of March 11, 2005, and subject to the transition requirements set forth in Section 3.4.3.2 below, Verizon is not required to provide RNK with access to a Section 251(c)(3) Dark Fiber Loop on an unbundled basis.

		3.4.3.2	Transition Period For Dark Fiber Loops. For an 18-month period beginning on March 11, 2005, any Dark Fiber Loop UNEs that RNK leased from Verizon as of that date, but which Verizon is not obligated to unbundle pursuant to Section 3.4.3.1 above, shall be available for lease from Verizon at a rate equal to the higher of (a) 115% of the rate RNK paid for the loop element on June 15, 2004, or (b) 115% of the rate the Commission has established or establishes, if any, between June 16, 2004, and March 11, 2005, for that loop element. RNK may not obtain new Dark Fiber Loops as unbundled network elements.

3.5	High Capacity Transport.

	3.5.1	DS1 Dedicated Transport. To the extent the Agreement otherwise requires Verizon to provide RNK with unbundled access to Section 251(c)(3) DS1 Dedicated Transport (this section not being intended to create any such requirement in the first instance) the following provisions shall apply notwithstanding any such requirement:

		3.5.1.1	Effective as of March 11, 2005, and subject to the transition requirements set forth in Sections 3.5.1.2 and3.6.3 below:

			3.5.1.1.1	Verizon shall unbundle DS1 Dedicated Transport between any pair of Verizon Wire Centers except where, through application of tier classifications described in Section 3.5.5 below, both Wire Centers defining the Route are Tier 1 Wire Centers. As such, Verizon must unbundle DS1 Dedicated Transport if a Wire Center at either end of a requested Route is not a Tier 1 Wire Center, or if neither is a Tier 1 Wire Center.

			3.5.1.1.2	RNK and its Affiliates may obtain a maximum of ten unbundled DS1 Dedicated Transport circuits on each Route where DS3 Dedicated Transport is not required to be made available on an unbundled basis under Section 3.5.2.1.

		3.5.1.2	Transition Period For DS1 Dedicated Transport.

			3.5.1.2.1	For a 12-month period beginning on March 11, 2005, any DS1 Dedicated Transport UNE that RNK leased from Verizon as of that date, but which Verizon is not obligated to unbundle pursuant to Section 3.5.1.1 above, shall be available for lease from Verizon at a rate equal to the higher of (a) 115% of the rate RNK paid for the dedicated transport element on June 15, 2004, or (b) 115% of the rate the Commission has established or establishes, if any, between June 16, 2004, and March 11, 2005, for that dedicated transport element. Where Verizon is not required to provide


			unbundled DS1 Dedicated Transport pursuant to Section 3.5.1.1 above, RNK may not obtain new DS1 Dedicated Transport as unbundled network elements.

3.5.2	DS3 Dedicated Transport. To the extent the Agreement otherwise requires Verizon to provide RNK with unbundled access to Section 251(c)(3) DS3 Dedicated Transport (this section not being intended to create any such requirement in the first instance) the following provisions shall apply notwithstanding any such requirement:

	3.5.2.1	Effective as of March 11, 2005, and subject to the transition requirements set forth in Sections 3.5.2.2 and 3.6.3 below:

		3.5.2.1.1	Verizon shall unbundle DS3 Dedicated Transport between any pair of Verizon Wire Centers except where, through application of tier classifications described in Section 3.5.5 below, both Wire Centers defining the Route are either Tier 1 or Tier 2 Wire Centers. As such, Verizon must unbundle DS3 Dedicated Transport if a Wire Center on either end of a requested Route is a Tier 3 Wire Center.

		3.5.2.1.2	RNK and its Affiliates may obtain a maximum of twelve unbundled DS3 Dedicated Transport circuits on each Route where DS3 Dedicated Transport is available on an unbundled basis.

	3.5.2.2	Transition Period For DS3 Dedicated Transport.

		3.5.2.2.1	For a 12-month period beginning on March 11, 2005, any DS3 Dedicated Transport UNE that RNK leased from Verizon as of that date, but which Verizon is not obligated to unbundle pursuant to Section 3.5.2.1 above, shall be available for lease from Verizon at a rate equal to the higher of (a) 115% of the rate RNK paid for the dedicated transport element on June 15, 2004, or (b) 115% of the rate the Commission has established or establishes, if any, between June 16, 2004, and March 11, 2005, for that dedicated transport element. Where Verizon is not required to provide unbundled DS3 Dedicated Transport pursuant to Section 3.5.2.1 above, RNK may not obtain new DS3 Dedicated Transport as unbundled network elements.

3.5.3	Dark Fiber Transport. To the extent the Agreement otherwise requires Verizon to provide RNK with unbundled access to Section 251(c)(3) Dark Fiber Transport (this section not being intended to create any such requirement in the first instance) the following provisions shall apply notwithstanding any such requirement:

	3.5.3.1	Effective as of March 11, 2005, and subject to the transition requirements set forth in sections 3.5.3.2 and 3.6.3 below, Verizon shall unbundle Dark Fiber Dedicated Transport between any pair of Verizon Wire Centers except where, through application of tier classifications described in Section 3.5.5 below, both Wire Centers defining the Route are either Tier 1 or Tier 2 Wire Centers. As such, Verizon must unbundle Dark Fiber Transport if a Wire Center on either end of a requested Route is a Tier 3 Wire Center.


		3.5.3.2	Transition Period For Dark Fiber Transport.

			3.5.3.2.1	For an 18-month period beginning on March 11, 2005, any Dark Fiber Transport UNE that RNK leased from Verizon as of that date, but which Verizon is not obligated to unbundle pursuant to Section 3.5.3.1 above, shall be available for lease from Verizon at a rate equal to the higher of (a) 115% of the rate RNK paid for the Dark Fiber Transport element on June 15, 2004, or (b) 115% of the rate the Commission has established or establishes, if any, between June 16, 2004, and March 11, 2005,for that Dark Fiber Transportelement. Where Verizon is not required to provideunbundled Dark Fiber Transport pursuant to Section 3.5.3.1 above, RNK may not obtain new Dark Fiber Transport as unbundled network elements.

	3.5.4	Notwithstanding any other provision of the Amended Agreement, Verizon is not obligated to provide RNK with unbundled access to Section 251(c)(3) Entrance Facilities, and Entrance Facilities are not subject to the transition provisions (including, but not limited to, transition rates) set forth in this Section 3. In light of Paragraph 140 of the TRRO, the discontinuation of Entrance Facilities as set forth in this Amendment does not alter any right RNK may have under the existing Agreement to obtain interconnection facilities pursuant to section 251(c)(2) of the Act; provided, however, that, for the avoidance of any doubt, this sentence by itself shall not be construed to establish any such right.

	3.5.5	Wire Center Tier Structure. For purposes of this Section 3.5, Verizon’s Wire Centers shall be classified into three tiers, defined as follows:

		3.5.5.1	Tier 1 Wire Centers are those Verizon Wire Centers that contain at least four Fiber-Based Collocators, at least 38,000 Business Lines, or both. Tier 1 Wire Centers also are those Verizon tandem switching locations that have no line-side switching facilities, but nevertheless serve as a point of traffic aggregation accessible by competitive LECs. Once a Wire Center is or has been determined to be a Tier 1 Wire Center, that Wire Center is not subject to later reclassification as a Tier 2 or Tier 3 Wire Center.

		3.5.5.2	Tier 2 Wire Centers are those Verizon Wire Centers that are not Tier 1 Wire Centers, but contain at least 3 Fiber-Based Collocators, at least 24,000 Business Lines, or both. Once a Wire Center is or has been determined to be a Tier 2 Wire Center, that Wire Center is not subject to later reclassification as a Tier 3 Wire Center.

		3.5.5.3	Tier 3 Wire Centers are those Verizon Wire Centers that do not meet the criteria for Tier 1 or Tier 2 Wire Centers.

3.6	TRRO Certification and Dispute Process for High Capacity Loops and Transport

	3.6.1	CLEC Certification and Related Provisions.

		3.6.1.1	Before requesting unbundled access to a DS1 Loop, a DS3 Loop, DS1 Dedicated Transport, DS3 Dedicated Transport, or Dark Fiber Transport, including, but not limited to, any of the foregoing elements that constitute part of a Combination or that RNK seeks to convert


		from another wholesale service to an unbundled network element (collectively, “TRRO Certification Elements”), RNK must undertake a reasonably diligent inquiry and, based on that inquiry, certify that, to the best of its knowledge, RNK’s request is consistent with the requirements of the TRRO and that RNK is entitled to unbundled access to the subject element pursuant to section 251(c)(3) of the Act. RNK’s reasonably diligent inquiry must include, at a minimum, consideration of any list of non-impaired Wire Centers that Verizon makes or has made available to RNK by notice and/or by publication on Verizon’s wholesale website (the “Wire Center List”) and any back-up data that Verizon provides or has provided to RNK under a non-disclosure agreement or that RNK otherwise possesses.

	3.6.1.2	The back-up data that Verizon provides to RNK under a non-disclosure agreement pursuant to Section 3.6.1.1 above shall include the number of (i) Business Lines and (ii) Fiber-Based Collocators in each Verizon serving wire center. Back-up data shall include, but not be limited to the definition of “wire center,” used, the names of the fiber-based collocators counted in each wire center, line counts identified by line type, the date of each count of lines relied upon by Verizon, the methodology used to count Fiber-Based Collocators, the methodology used to derive the Business Line count and the original sources(s) of such data, all business rules and definitions used by Verizon, and any documents, orders, records or reports relied upon by Verizon for the assertions made. Verizon shall use its best and reasonable efforts to provide the back-up data required by this Section no later than ten (10) business days following RNK’s written request, but only if a non-disclosure agreement covering the back-up data is in effect between Verizon and RNK at that time.

	3.6.1.3	Since Verizon has now modified its electronic ordering system to include a method for RNK to provide the certification required by this section, RNK shall use such method, as updated from time to time, to provide such certification.

3.6.2	Provision-then-Dispute Requirements.

	3.6.2.1	Upon receiving a request from RNK for unbundled access to a TRRO Certification Element and the certification required by Section 3.6.1 above, and except as provided in Section 3.6.2.3 below, Verizon shall immediately process the request in accordance with any applicable standard intervals, and for avoidance of doubt, shall not delay processing the request on grounds that the request is for a TRRO Certification Element. If Verizon wishes to challenge RNK’s right to obtain unbundled access to the subject element pursuant to 47 U.S.C. § 251(c)(3), Verizon must provision the subject element as a UNE and then seek resolution of the dispute by the Commission or the FCC, or through any dispute resolution process set forth in the Agreement that Verizon elects to invoke in the alternative.

	3.6.2.2	If a dispute pursuant to section 3.6.2.1 above is resolved in Verizon’s favor, then RNK shall compensate Verizon for the additional charges that would apply if RNK had ordered the subject facility or service on a month-to-month term under Verizon’s interstate special access tariff (i.e., month-to-month rate provided under Verizon’s applicable interstate access tariff, unless RNK is then subscribed to an


		applicable special access volume/term plan, or other special access tariff arrangement, pursuant to which RNK: would be entitled to a lower rate), or other alternative wholesale arrangement (except as provided in section 3.6.2.2.1 below as to dark fiber), applicable back to the date of provisioning. The foregoing rates shall apply until such time as RNK requests disconnection of the subject facility or an alternative term that Verizon offers under its interstate special access tariff for the subject facility or service.

		3.6.2.2.1	In the case of Dark Fiber Transport (there being no analogous service under Verizon’s access tariffs), the monthly recurring charges that Verizon may charge, and that RNK shall be obligated to pay, for each circuit shall be the charges for the commercial service that Verizon, in its sole discretion, determines to be analogous to the subject Dark Fiber Transport and, unless otherwise agreed in writing by the Parties, Verizon may disconnect the subject dark fiber facility thirty (30) days after the date on which the dispute is resolved in Verizon’s favor. In any case where RNK, within thirty (30) days of the date on which the dispute is resolved in Verizon’s favor, submits a valid ASR for a “lit” service to replace the subject Dark Fiber Transport facility, Verizon shall continue to provide the Dark Fiber Transport facility at the rates provided for above, but only for the duration of the standard interval for installation of the “lit” service.

	3.6.2.3	Notwithstanding any other provision of the Amended Agreement, Verizon may reject a RNK order for a TRRO Certification Element without first seeking dispute resolution: (a) in any case where RNK’s order conflicts with a non-impaired Wire Center designation that the Commission, the FCC, or a court of competent jurisdiction has ordered or approved or that has otherwise been confirmed through previous dispute resolution; or (b) to the extent the Commission, the FCC, or a court of competent jurisdiction otherwise permits Verizon to reject orders for TRRO Certification Elements without first seeking dispute resolution.

3.6.3	If Verizon revises its Wire Center List to add any new Wire Centers not listed as of the Amendment Effective Date or to upgrade (“upgrade” meaning movement to a higher level of non-impairment (e.g., from Tier 2 to Tier 1)) the non-impairment status of any Wire Centers listed as of the Amendment Effective Date (any such revision may hereinafter be referred to as a “Wire Center Update Revision”), then Verizon shall notify RNK in writing (by electronic mail or other written communication) of such change (“Wire Center Update Notice”), and the following provisions shall apply effective as of the date that Verizon provides RNK such Wire Center Update Notice (the “Wire Center Update Notice Effective Date”):

	3.6.3.1	RNK’s embedded base of TRRO Certification Elements that are or become Discontinued Elements by operation of any such Wire Center Update Revision (the “Newly-Discontinued Embedded Base”) shall be treated as Discontinued Elements under Section 3.9.2 below effective as follows: (a) if the Wire Center Update Notice Effective Date is on or before March 10, 2007, 180 days after the Wire Center Update Notice Effective Date (the “Initial Transitional Wire Center


			Update Effective Date”) and (b) if the Wire Center Update Notice Effective Date is on or after March 11, 2007, 90 days after the Wire Center Notice Update Effective Date (the “Secondary Transitional Wire Center Update Effective Date”). For the avoidance of any doubt, for purposes of applying Section 3.9.2 in the foregoing circumstances, the First Transitional Wire Center Update Effective Date or the Secondary Transitional Wire Center Update Effective Date, as appropriate, shall apply in lieu of, but in no event earlier than, the March 11, 2006 and September 11, 2006 dates set forth in Section 3.9.2, as applicable. During such 180- and 90-day periods,the Newly-Discontinued Embedded Base shall be priced at a rateequal to 115% of the rate RNK was obligated to pay for the subjectelement as of the applicable Wire Center Update Notice Effective Date.

		3.6.3.2	For the avoidance of any doubt, the provisions set forth in Sections 3.6.1 and 3.6.2 (including, but not limited to, RNK’s certification obligation) shall apply as to any new requests for TRRO Certification Elements affected by the changes to the Wire Center List.

		3.6.3.3	Subject to Section 3.6.2.3 above, nothing contained in this Section 3.6.3 shall limit any right RNK may have to challenge Verizon’s revision of its Wire Center Lists, including any change in a Wire Center’s designation as Tier 1, Tier 2 or Tier 3.

3.7	DSO Local Circuit Switching and Related Elements.

	3.7.1	Effective as of March 11, 2005, and subject to the transition requirements set forth in Section 3.7.3 below, Verizon is not required to provide RNK with access to DSO Local Circuit Switching on an unbundled basis.

	3.7.2	RNK shall migrate its embedded end user customer base off of the DSO Local Circuit Switching element to an alternative arrangement no later than March 10, 2006.

	3.7.3	Transition Requirements. For a 12-month period beginning on March 11, 2005, Verizon shall provide access to DSO Local Circuit Switching on an unbundled basis forRNK to serve its embedded end user customer base. The pricefor DSO Local Circuit Switching in combination with unbundled DSO capacity loops and Shared Transport obtained pursuant to this section shall be priced at transitional rates which shall be the higher of (a) the rate at which RNK obtained that combination of network elements on June 15, 2004 plus one dollar, or (b) the rate the Commission established, if any, between June 16, 2004, and the effective date of theTRRO, for that combinationof network elements, plus one dollar. RNK may not obtain new DSO Local Circuit Switching as an unbundled network element on or after March 11, 2005.

		3.7.3.1	For purposes of Section 3.7.3 above, serving the RNK’s embedded end user customer base means serving RNK’s end user customers using a DSO Local Circuit Switching arrangement that was in service for that end user customer as of March 11, 2005, and does not include adding new DSO Local Circuit Switching arrangements, adding new lines to existing DSO Local Circuit Switching arrangements, or serving the embedded end user customer at a location different from the location at which that customer was served using the subject DSO Local Circuit Switching arrangement


			as of March 11, 2005; provided, however, that RNK may obtain such additional lines or moves as resaleunder section 251(c)(4) of theAct (in accordance with the resale provisions of the Agreement), or pursuant to a separate commercial agreement, or as permitted under other Applicable Law.

	3.7.4	As set forth in 47 C.F.R. § 51.319(d)(4), Verizon shall provide RNK with non-discriminatory access to signaling, call-related databases and shared transport facilities on an unbundled basis, to the extent that DSO Local Circuit Switching is required to be made available pursuant to this Section 3.7, or other Applicable Law. Verizon shall provide Carrier Identification Parameters (CIPs) to RNK as part of any such signaling that Verizon is required to provide to RNK.

3.8	Payment of Transition Charges.

	3.8.1	Prospective Transition Charges. RNK shall, in accordance with the billing provisions of the Agreement, pay any transition charges described in section 3 of this Amendment that Verizon bills (or has billed) in invoices dated on or after the Amendment Effective Date. If RNK fails to pay such invoices within the period of time required to avoid late payment charges or penalties under the billing provisions of the Agreement, any such late payment charges and penalties shall apply.

	3.8.2	Retrospective Transition Charges.

		3.8.2.1	Previously-Invoiced Charges. RNK, within thirty (30) days after the Amendment Effective Date, shall pay any transitional charges described in section 3 of this Amendment that Verizon already billed to RNK in invoices dated prior to the Amendment Effective Dateandthat RNK has not already paid. Verizon may not charge late payment charges or penalties under billing provisions of the Agreement if RNK pays (or has paid) within thirty (30) days after the Amendment Effective Date any such invoices dated prior to the Amendment Effective Date.

		3.8.2.2	Charges Not Previously Invoiced. Without limiting RNK’s obligation to pay Verizon’s invoices described in the foregoing provisions ofthissection 3.8, Verizon may, but shall not be required to, use a true up to recover from RNK any transitional rate increases described in section 3 of this Amendment that RNK has incurred but for which Verizon has not already billed RNK. Verizon may not charge late payments or penalties if RNK pays Verizon’s true up bill within the period of time required to avoid late payments or penalties under the billing provisions of the Agreement.

	3.8.3	Any bills issued by Verizon that include either a transition rate charge or a true up charge shall enable RNK to determine: (1) the time period for which such transition rate charge or true up charges applies; (2) the applicable transition rate; and (3) the facilities to which the transition rate or true-up amounts apply. Nothing herein shall require Verizon to change its customary billing formats. In the event that Verizon’s billing format does not enable it to provide the information required by this section, Verizon shall provide such information separately from the billing in a manner that reasonably achieves the purposes of this section.

3.9	Discontinuance of TRRO Embedded Base at the Close of Transition Period.


3.9.1	RNK may, at any time during the TRRO transition periods set forth in this Section 3, place orders to convert or migrate to alternative arrangements (e.g., a separate agreement at market-based rates, an arrangement under a Verizon access tariff, a resale arrangement, or other arrangement made available by Verizon pursuant to Applicable Law) RNK’s embedded base, if any, of Discontinued Facilities that are subject to those transition periods. For avoidance of doubt, if RNK places or has placed a timely order pursuant to this Section3.9.1, on or before March 10, 2006 (or, in the case of dark fiber, on or beforeSeptember 10, 2006), then Verizon, upon RNK’s request, shall defer the effectiveness of any such orders to a later date, but no later than March 10, 2006 (or, in the case of dark fiber, September 10, 2006). Likewise, as for NewlyDiscontinued Embedded Base, if RNK places or has placed an order pursuantto this section 3.9.1, on or before the last date of the transition period associated with a Wire Center Update Revision as specified in Section 3.6.3.1 then Verizon, upon RNK’s request, shall defer the effectiveness of any such orders to a later date, but no later than the transitional time frame specified in Section 3.6.3.1.

	3.9.1.1	Repricing Pending Actual Conversion or Migration. If RNK places or has placed a timely order pursuant to Section 3.9.1 and Verizon has not completed the conversion or migration requested by RNK as of the date requested by RNK (such requested date being no later than the date required under Section 3.9.1), then Verizon, may reprice the subject Discontinued Element effective as of that date by application of the rate(s) that apply to the available replacement service requested by RNK until such time as Verizon completes the actual conversion or migration to that available replacement service. Because the repricing described in this Section 3.9.1.1 may inherently involve, on a temporary basis, the application of rates to a facility or service provisioned through a format for which Verizon’s systems are not designed to apply such rates, Verizon, may in its sole discretion, effectuate such repricing by application of a surcharge to an existing rate(s) so that the existing rate plus the surcharge are equivalent to the subject replacement service.

3.9.2	Failure of RNK to Request Disconnection or Replacement Service by the Required Date. If RNK has not requested disconnection of the subject Discontinued Element and has not submitted a timely order fora replacement servicein accordance with Section 3.9.1 above by the date required in that section, then Verizon, may, in its sole discretion, without further notice to RNK, convert or migrate the subject Discontinued Element to an alternative access (month-to-month term), resale, or commercial arrangement, or other wholesale arrangement made available by Verizon pursuant to Applicable Law, that Verizon shall identify in writing to RNK, and the rates, terms, and conditions of such arrangement shall apply and be binding upon RNK as of March 11, 2006 (or, in the case of dark fiber, September 11, 2006); provided, however, that Verizon will assess a rate for such alternative arrangement that is not greater than the lowest rate that RNK could have otherwise obtained for an equivalent or substantially similar wholesale service.

	3.9.2.1	Repricing Pending Actual Conversion or Migration. If Verizon has not completed the conversion or migration described in Section 3.9.2 by the applicable date set forth therein, then Verizon may, but shall not be required to, reprice the subject Discontinued Element, effective as of March 11, 2006 (or in the case of dark fiber, September 11, 2006), by application of the rate(s) that apply to an alternative access, resale, or commercial arrangement until such


			time as Verizon completes the actual conversion or migrationdescribed in Section 3.9.2. Because such repricing may inherently involve, on a temporary basis, the application of rates to a facility or service provisioned through a format for which Verizon’s systems are not designed to apply such rates, Verizon may, in its sole discretion, effectuate such repricing by application of a surcharge so that the existing rate plus the surcharge are equivalent to the applicable access, resale, or other alternative arrangement that Verizon identifies under section 3.9.2 above. However, if RNK challenges Verizon designation that certain loop and transport facilities are Discontinued Facilities, Verizon shall continue to provision the subject elements as UNEs, and then seek resolution of the dispute by the Commission or the FCC, or through any dispute resolution process set forth in the Agreement that Verizon elects to invoke in the alternative.

3.10	Line Sharing. Notwithstanding any other provision of the Amended Agreement (but subject to the conditions set forth in Section 2 above), Verizon shall provide access to Line Sharing on a transitional basis in accordance with 47 C.F.R. § 51.319(a)(1)(i). For the avoidance of any doubt, the FCC’s transition rules set forth in 47 C.F.R. § 51.319(a)(1)(i) became effective independently of this Amendment prior to the Amendment Effective Date, and this Section 3.10 is only intended to memorialize such rules for the convenience of the Parties.

3.11	Commingling and Combinations.

	3.11.1	Notwithstanding any other provision of the Amended Agreement (but subject to and without limiting the conditions set forth in Section 2 above and in Section 3.11.2 and Section 4.4 below):

		3.11.1.1	Verizon will not prohibit the commingling of an unbundled Network Element or a combination of unbundled Network Elements obtained under the Amended Agreement or pursuant to Applicable Law with wholesale services obtained from Verizon under a Verizon access tariff or a separate agreement, or as Section 251(c)(4) resale (‘Wholesale Services”), but only to the extent and so long as commingling and provision of such Network Element (or combination of Network Elements) is required by the Federal Unbundling Rules, or other Applicable Law. Moreover, to the extent and so long as required by the Federal Unbundling Rules or other Applicable Law (subject to Section 3.11.1.3 below), Verizon shall, upon request of RNK, perform the functions necessary to commingle or combine such UNEs with Wholesale Services. The rates, terms and conditions of the applicable access tariff, or, as applicable, separate agreement, or rates, terms, and conditions otherwise applicable to section 251(c)(4) resale, will apply to the Wholesale Services, and the rates, terms and conditions of the Amended Agreement or the Verizon UNE tariff, as applicable, will apply to the UNEs.

		3.11.1.2	“Ratcheting,” i.e., a pricing mechanism that involves billing a singlecircuit at multiple rates to develop a single, blended rate, shall not berequired. UNEs or combinations of UNEs that are commingled withWholesale Services do not constitute a shared use arrangement as set forth in the applicable Verizon tariff.


		3.11.1.3			Limitations on Section 3.11.1. Nothing contained in Section 3.11.1shall be deemed: (a) to establish any obligation of Verizon toprovide RNK with access to any facility that Verizon is nototherwiserequired to provide to RNK on an unbundled basis under theAmended Agreement or other Applicable Law, or (b) to limit any rightof Verizon under the Amended Agreement to cease providing afacility that is or becomes a Discontinued (Element.

	3.11.2	Service Eligibility Criteria for Certain Combinations and Commingled Facilitiesand Services. Notwithstanding any other provision of the Agreement or this Amendment (but subject to the conditions set forth in Sections 2 and 3.11.1above, and Section 4.4 below):

		3.11.2.1			Verizon shall not be obligated to provide:

				3.11.2.1.1		an unbundled DS1 Loop in combination with unbundledDS1 or DS3 Dedicated Transport, or commingled with DS1or DS3 access services;

				3.11.2.1.2		an unbundled DS3 Loop in combination with unbundledDS3 Dedicated Transport, or commingled with DS3 accessservices;

				3.11.2.1.3		unbundled DS1 Dedicated Transport commingled with DS1channel termination access service;

				3.11.2.1.4		unbundled DS3 Dedicated Transport commingled with DS1channel termination access service; or

				3.11.2.1.5		unbundled DS3 Dedicated Transport commingled with DS3 channel termination service,

					(individually and collectively “High Capacity EELs”) except to theextent Verizon is required by the Federal Unbundling Rules to do so, and not unless and until RNK certifies in the respective ASR (or, as applicable, LSR) to Verizon that each combined or commingled DS1circuit or DS1 equivalent circuit of the High Capacity EEL satisfiesthe service eligibility criteria on a circuit-by-circuit basis as set forth in47 C.F.R. § 51.318. RNK must remain in compliance with saidservice eligibility criteria for so long as RNK continues to receive theaforementioned combined or commingled facilities and/or servicesfrom Verizon. The service eligibility criteria shall be applied to eachcombined or commingled DS1 circuit or DS1 equivalent circuit of aHigh Capacity EEL. If any combined or commingled DS1 circuit orDS1 equivalent circuit of a High Capacity EEL is, becomes, or issubsequently determined to be, noncompliant, the noncompliantcircuit shall be treated as described in Section 3.11.2.2 below. Theforegoing shall apply whether the High Capacity EEL circuits in question are being provisioned to establish a new circuit or toconvert an existing wholesale service, or any part thereof, tounbundled network elements.

��			3.11.2.2		Without limiting any other right Verizon may have to cease providingcircuits that are or become Discontinued Elements, if a HighCapacity EEL circuit is or becomes noncompliant as described in this


						Section 3.11, and RNK has not submitted an ASR (or, as applicable,LSR) or other appropriate documentation to Verizon requestingdisconnection of the noncompliant High Capacity EEL circuit and hasnot separately secured from Verizon an alternative arrangement toreplace the noncompliant High Capacity EEL circuit, then Verizon,shall reprice the subject High Capacity EEL circuit, effectivebeginning on the date on which the circuit became non-compliant, by application of a new rate (or, in Verizon’s sole discretion, by application of a surcharge to an existing rate) to be equivalent to an alternative access service or other alternative arrangement that Verizon shall identify in a written notice to RNK.

			3.11.2.3			When submitting an ASR (or, as applicable, LSR) for a HighCapacity EEL circuit for which certification under Section 3.11.2.1above is required, RNK must include the certification in the remarks section of the ASR (or, as applicable, LSR) as follows (substituting “LSR” for “ASR” where appropriate): “Certification: The circuit(s) requested in this ASR meet the eligibility criteria set forth in 47 C.F.R. § 51.318(b)(2).” The foregoing certification must be contained in the Remarks section of the ASR (or, as applicable, LSR) unless and until such time as provisions are made to populate other fields on the ASR (or, as applicable, LSR) to capture this certification.

			3.11.2.4			There will be no charges for conversion from wholesale to UNEs orUNE combinations, unless a specific tariff charge has been approved for that purpose.

			3.11.2.5			All ASR-driven conversion requests will result in a change in circuitidentification (circuit ID) from access to UNE or UNE to access.

			3.11.2.6			Upon RNK’s request, Verizon, in accordance with but only to theextent required by the Federal Unbundling Rules or other ApplicableLaw, shall convert a wholesale service, or group of wholesaleservices, to the equivalent UNE (if any) or combination of UNEs (ifany) that Verizon is required to provide to RNK under the Amended Agreement. RNK shall make such a request by submitting an ASR (or, as applicable, LSR) to Verizon.¹ Each such request will be handled as a project.

						Pricing changes for conversion requests submitted after theAmendment Effective Date shall become effective upon receipt byVerizon of RNKs request and shall be made by Verizon in the firstbilling cycle after such request. Where RNK specifically requeststhat Verizon physically disconnect, separate, alter or change the equipment and facilities employed to provide the wholesale service,the recurring charges for the UNEs set forth in the AmendedAgreement or Verizon’s UNE tariff, as applicable, shall applyeffective upon the earlier of (a) the date on which Verizon completesthe requested work or (b) the standard interval for completing suchwork (in no event to exceed 30 days), regardless of whether Verizonhas in fact completed such work. Verizon shall bill RNK pro rata for the wholesale service through the date prior to the date on which

¹ Nothing in this sentence shall be deemed to prejudice the position of either Party as to whether a conversion request submitted prior to the Amendment Effective Date should have been made by submitting an ASR (or, as applicable, LSR).


						billing at UNE rates commences pursuant to this Section. The effective bill date for conversions is the first of the month following Verizon’s receipt of an accurate and complete ASR (or, as applicable, LSR) for conversion pursuant to Verizon’s conversion guidelines.

			3.11.2.7			Verizon shall not, in connection with any conversion pursuant to thisSection 3.11, without the written consent of RNK, physicallydisconnect, separate, alter or change, in any other fashion,equipment and facilities employed to provide the service being converted. Verizon shall use commercially reasonable efforts to avoid adversely affecting the service quality perceived by RNK’s customer.

			3.11.2.8			[This Section Intentionally Left Blank.]

			3.11.2.9			Once per calendar year, Verizon may obtain and pay for anindependent auditor to audit RNK’s compliance in all material respects with the service eligibility criteria applicable to HighCapacity EELs. Any such audit shall be performed in accordancewith the standards established by the American Institute for CertifiedPublic Accountants, and may include, at Verizon’s discretion, the examination of a sample selected in accordance with the independent auditor’s judgment. Verizon shall provide RNK with thirty (30) days advance notice of any such audit. To the extent the independent auditor’s report concludes that RNK failed to comply with the service eligibility criteria for any DS1 or DS1 equivalent circuit, then (without limiting Verizon’s rights under Section 3.11.2.2 above) RNK must convert all noncompliant circuits to the appropriate service, true up any difference in payments, make the correct payments on a going-forward basis. To the extent the independent auditor’s report concludes that RNK failed to comply in all material respects with the service eligibility, then (without limiting Verizon’s rights under Section 3.11.2.2 above) RNK must reimburse Verizon for the cost of the independent auditor within thirty (30) days after receiving a statement of such costs from Verizon. Should the independent auditor confirm that RNK complied in all material respects with the service eligibility criteria for each DS1 or DS1 equivalent circuit, then RNK shall provide to the independent auditor for its verification a statement of RNK’s reasonable and verifiable costs of complying with any requests of the independent auditor, and Verizon shall, within sixty (60) days of the date on which RNK submits such costs to the auditor, reimburse RNK for its reasonable and verifiable costs verified by the auditor. RNK shall maintain records adequate to support its compliance with the service eligibility criteria for each DS1 or DS1 equivalent circuit for at least eighteen (18) months after the service arrangement in question is terminated.

			3.11.2.10			Unless an effective order of the Commission or the FCC or a writtenagreement of the Parties expressly requires standard provisioningintervals and performance measures and remedies for Verizon’s provisioning of commingled facilities and services, Verizon may exclude its performance in connection with the provisioning of commingled facilities and services from standard provisioning intervals and from performance measures andremedies, ifany, contained in the Amended Agreement or elsewhere.


3.12	Routine Network Modifications.

	3.12.1	General Conditions. In accordance with 47 U.S.C. § 251(c)(3) and 47 C.F.R.Part 51 and subject to the conditions set forth in Section 2 above:

		3.12.1.1	Verizon shall make such routine network modifications as arenecessary to permit access by RNK to the Loop, DedicatedTransport, or Dark Fiber Transport facilities available under theAmended Agreement (including DS1 Loops and DS1 DedicatedTransport,and DS3 Loops and DS3 Dedicated Transport), where thefacility has already been constructed. Routine networkmodifications applicable to Loops or Transport may include, but arenot limited to: rearranging or splicing of in-place cable at existingsplice points; adding an equipment case; adding a doubler orrepeater; installing a repeater shelf; deploying a new multiplexer orreconfiguring an existing multiplexer; accessing manholes; anddeploying bucket trucks to reach aerial cable. Routine networkmodifications applicable to Dark Fiber Transport may include, but arenot limited to, splicing of in-place dark fiber at existing splice points;accessing manholes; deploying bucket trucks to reach aerial cable; and routine activities, if any, needed to enable RNK to light a DarkFiber Transport facility that it has obtained’ from Verizon under theAmended Agreement. Routine network modifications do not includethe construction of a new Loop or new Transport facilities, trenching,the pulling of cable, the installation of new aerial, buried, orunderground cable for a requesting telecommunications carrier, orthe placement of new cable. Verizon shall not be required to performany routine network modifications to any facility that is or becomes a Discontinued Element. Verizon shall not be required to build any time division multiplexing (TDM) capability into new packet-based networks or into existing packet-based networks that do not already have TDM capability.

	3.12.2	Performance Plans. Verizon may exclude its performance in connection with the provisioning of Loops or Transport (including Dark Fiber Transport) for which routine network modifications are performed from standard provisioning intervals and performance measures and remedies, if any, contained in the Amended Agreement or elsewhere, until such time as a legally effective order of the Commission requires new standard provisioning intervals and/or performance measures and remedies for Verizon’s provisioning of Loops or Transport (including Dark Fiber Transport) for which routine network modifications are performed, at which time such new intervals, performance measures, and/or remedies shall apply to the extent and for so long as they remain effective.

	3.12.3	Nothing contained in this Section 3.12 shall be deemed: (a) to establish anyobligation of Verizon to provide on an unbundled basis under 47 U.S.C. §251(c)(3) and 47 C.F.R. Part 51 any facility that the Amended Agreement does not otherwise require Verizon to provide on an unbundled basis under 47 U.S.C. § 251(c)(3) and 47 C.F.R. Part 51, (b) to obligate Verizon to provide on anunbundled basis under 47 U.S.C. § 251(c)(3) and 47 C.F.R. Part 51, for anyperiod of time not required under the Amended Agreement, access to any Discontinued Element, or (c) to limit any right of Verizon under the Amended Agreement, any Verizon tariff or SGAT, or otherwise, to cease providing a Discontinued Element.


		3.12.4	Verizon shall perform routine network modifications without regard to whether thefacility being accessed was constructed on behalf, or in accordance with the specifications, of any carrier.

		3.12.5	For avoidance of doubt, there are no existing charges approved by theCommission that apply to routine network modifications, as defined herein. Anycharges applicable to routine network modifications that the Commission mayestablish in the future shall not be retroactive absent an explicit Commissionorder to the contrary.

	3.13	Loop Maintenance, Repair, and Testing. In accordance with, but only to the extent required by, the Federal Unbundling Rules or other Applicable Law, Verizon shall provide, on a nondiscriminatory basis, physical loop test access points to RNK at the splitter, through a cross-connection to RNK’s collocation space, or through a standardized interface, such as an intermediate distribution frame or a test access server, for the purpose of testing, maintaining, and repairing copper loops and copper Sub-Loops. Verizon’s standard provisioning processes and rates shall apply.

4.	Miscellaneous Provisions.

	4.1	Conflict between this Amendment and the Agreement. This Amendment shall bedeemed to revise the terms and provisions of the Agreement to the extent necessary to give effect to the terms and provisions of this Amendment. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement this Amendment shall govern, provided, however, that the fact that a term or provision appears in this Amendment but not in the Agreement, or in the Agreement but not in this Amendment, shall not be interpreted as, or deemed grounds for finding, a conflict for purposes of this Section 4.1.

	4.2	Counterparts. This Amendment may be executed in one or more counterparts, each ofwhich when so executed and delivered shall be an original and all of which together shallconstitute one and the same instrument.

	4.3	Captions. The Parties acknowledge that the captions in this Amendment have beeninserted solely for convenience of reference and in no way define or limit the scope orsubstance of any term or provision of this Amendment.

	4.4	Scope of Amendment. This Amendment shall amend, modify and revise the Agreementonly to the extent set forth expressly herein. As used herein, the Agreement, as revisedand supplemented by this Amendment, shall be referred to as the “AmendedAgreement”. Nothing in this Amendment shall be deemed to amend or extend the termof the Agreement, or to affect the right of a Party to exercise any right of termination it may have under the Agreement. This Amendment does not alter, modify, or revise any rights and obligations under Applicable Law contained in the Agreement, other than those Section 251 rights and obligations specifically addressed in this Amendment. Furthermore, RNK’s execution of this Amendment shall not be construed as a waiver with respect to whether Verizon, prior to the Amendment Effective Date, was obligated under the Agreement to perform certain functions required by the TRO.

	4.5	Reservation of Rights. Notwithstanding any contrary provision in the AmendedAgreement, or any Verizon tariff, nothing contained in the Amended Agreement, or any Verizon tariff shall limit either Party’s right to appeal, seek reconsideration of or otherwise seek to have stayed, modified, reversed or invalidated any order, rule, regulation, decision, ordinance or statute issued by the Commission, the FCC, any court or any other governmental authority related to, concerning or that may affect either Party’s rights or obligations under the Amended Agreement, any Verizon tariff, or otherwise.


4.6	Joint Work Product. This Amendment is a joint work product, and any ambiguities in thisAmendment shall not be construed by operation of law against either Party.

4.7	Definitions. Notwithstanding any other provision in the Agreement or any Verizon tariff,the following terms, as used in the Amended Agreement, shall have the meanings setforth below:

	4.7.1A	Applicable Law. All laws, rules and regulations, including,but not limited to, the Communications Act of 1934,as amended, (the “Act”) (including but not limitedto 47 U.S.C. 251 and 47 U.S.C. 271), effective rules, regulations, decisions andorders of the FCC and the Commission, and all orders and decisions of courtsofcompetent jurisdiction.

	4.7.1	Business Line. As set forth in 47C.F.R. § 51.5, a “Business Line” is aVerizon-owned switched access line used to serve a business customer, whether byVerizon itself or by a competitive LEC that leases the line from Verizon. Thenumber of business lines in a Wire Center shall equal the sum of all Verizonbusiness switched access lines, plus the sum of all UNE loops connected to thatWire Center, including UNE loops provisioned in combination with otherunbundled elements. Among these requirements, business line tallies(1)shallinclude only those access lines connecting end-user customers with Verizon end-offices for switched services, (2) shall not include non-switched special access lines, (3) shall account for ISDN and other digital access lines by counting each64 kbps-equivalent as one line. For example, a DS1 line corresponds to 24 64kbps-equivalents, and therefore to 24 “business lines”.

	4.7.2	Call-Related Databases. Databases, other than operations support systems, that are used in signaling networks for billing and collection, or the transmission,routing, or other provision of a telecommunications service. Call-relateddatabases include, but are not limited to, the calling name database, 911database, E911 database, line information database, toll free calling database,advanced intelligent network databases, and downstream number portabilitydatabases.

	4.7.3	Commingling. The connecting, attaching, or otherwise linking of an UnbundledNetwork Element or a Combination of Unbundled Network Elements, to one ormore facilities or services that RNK has obtained at wholesale from Verizonpursuant to any method other than unbundling under Section 251(c)(3) of theAct, or the combining of an Unbundled Network Element, or a Combination, withone or more such facilities or services. “Commingle” means the act ofCommingling.

	4.7.4	Conversion. Conversion means all procedures, processes and functions thatVerizon and RNK must follow to Convert any Verizon facility or service other than a UNE (e.g., special access services) or group of Verizon facilities or services tothe equivalent of UNEs or Combinations, or the reverse. “Convert” means theact of Conversion.

	4.7.5	Dark Fiber Loop. Consists of fiber optic strand(s) in a Verizon fiber optic cablebetween Verizon’s accessible terminal, such as the fiber distribution frame, or itsfunctional equivalent, located within a Verizon wire center, and Verizon’saccessible terminal located in Verizon’s main termination point at an end usercustomer premises, such as a fiber patch panel, and that Verizon has notactivated through connection to electronics that “light” it and render it capable of carrying telecommunications services.


		4.7.6	Dark Fiber Transport. An optical transmission facility within a LATA, that Verizonhas not activated by attaching multiplexing, aggregation or other electronics,between Verizon switches (as identified in the LERG) or Wire Centers (includingVerizon switching equipment, with line-side functionality, that terminate loops and is located at RNK’s premises).

		4.7.7	Dedicated Transport. Dedicated Transport includes Verizon transmissionfacilities between Verizon switches or Wire Centers (including Verizon switchingequipment, with line-side functionality, that terminate loops and is located atRNK’s premises), or between Verizon Wire Centers or switches and requesting telecommunications carriers’ switches or Wire Centers, including DS-1, DS-3, and OCn-capacity level services, as well as dark fiber, dedicated to a particular customer or carrier.

		4.7.8	Discontinued Element. Any facility that Verizon, at any time, has provided oroffered to provide to RNK on an unbundled basis pursuant to 47 U.S.C. §251(c)(3) and/or 47 C.F.R. Part 51, but which by operation of law has ceased orceases to be subject to an unbundling requirement under 47 U.S.C. § 251(c)(3)or 47 C.F.R. Part 51. Discontinued Elements as of the Amended Effective Dateinclude the following, whether as stand-alone elements or combined orcommingled with other elements: (a) any Entrance Facility (lit or unlit); (b) LocalCircuit Switching that, if provided to RNK would be used for the purpose ofserving RNK’s customers using DS1 or above capacity Loops; (c) DSO Local Circuit Switching (subject to the transition provisions set forth herein for RNK’sembedded end user customer base, if any, as of March 11, 2005); (d) OCnLoops and OCn Dedicated Transport; (e) subject to Sections 3.4.1, 3.4.2, and 3.6above, DS1 Loops or DS3 Loops out of any Wire Center that meets the FCC’snon-impairment criteria addressed in section 3.4 of this Amendment; (f) DarkFiber Loops (subject to the transition provisions set forth herein for RNK ‘sembedded base of Dark Fiber Loops, if any, as of March 11, 2005); (g) subject toSections 3.4.1 and 3.4.2 above, any DS1 Loop or DS3 Loop that exceeds themaximum number of such Loops that Verizon is required to provide to RNK onan unbundled basis under section 3 of this Amendment; (h) subject to Sections 3.5.1, 3.5.2, and 3.6 above, DS1 Dedicated Transport, DS3 Dedicated Transport,or Dark Fiber Transport on any Route that meets the FCC’s non-impairmentcriteria addressed in section 3.5 of this Amendment; (i) subject to Sections 3.5.1and 3.5.2 above, any DS1 Dedicated Transport circuit or DS3 DedicatedTransport circuit that exceeds the number of such circuits that Verizon is required to provide to RNK on an unbundled basis under section 3 of this Amendment; (j)the Feeder portion of a Loop; (k) Line Sharing, subject to the FCC’s TROtransition requirements described herein; (I) any Call-Related Database, otherthan the 911 and E911 databases (subject to the transition requirements set forthherein as to any Call-Related Databases used in connection with DSO LocalCircuit Switching for RNK ‘s embedded end user customer base for suchswitching, if any, as of March 11, 2005); (m) Signaling (subject to the transition requirements set forth herein as to any Signaling used in connection with DSO Local Circuit Switching for RNK ‘s embedded end user customer base for such switching, if any, as of March 11, 2005); (n) Shared Transport (subject to the transition requirements set forth herein as to any Shared Transport used in connection with DSO Local Circuit Switching for RNK ‘s embedded end user customer base for such switching, if any, as of March 11, 2005); (o) FTTH Loops (lit or unlit), subject to Section 3.1.2 above; (p) FTTC Loops (lit or unlit), subject to Section 3.1.2 above; (q) Hybrid Loops, subject to Section 3.2 above.


		4.7.9	Distribution Sub-Loop Facility. The copper portion of a Loop in Verizon’s networkthat is between the minimum point of entry (“MPOE”) at an end user customerpremises and Verizon’s feeder/distribution interface.

		4.7.10	DSO Local Circuit Switching. Local Circuit Switching or Tandem Switching that, ifprovided to RNK, would be used for the purpose of serving a RNK end usercustomer with DSO loops.

		4.7.11	DS1 Dedicated Transport. Dedicated Transport having a total digital signalspeedof 1.544 Mbps.

		4.7.12	DS3 Dedicated Transport. Dedicated Transport having a total digital signalspeed of 44.736 Mbps.

		4.7.13	DS1 Loop. A digital transmission channel, between the main distribution frame(or its equivalent) in an end user’s serving wire center and the demarcation point at the end user customer’s premises, suitable for the transport of 1.544 Mbps digital signals. This loop type is more fully described in Verizon TR 72575, as revised from time to time. A DS1 Loop requires the electronics necessary to provide the DS1 transmission rate. DS1 Loops are sometimes also known as DS1 “Links”.

		4.7.14	DS3 Loop. A digital transmission channel, between the main distribution frame(or its equivalent) in an end user’s serving wire center and the demarcation point at the end user customer’s premises, suitable for the transport of isochronous bipolar serial data at a rate of 44.736 Mbps (the equivalent of 28 DS1 channels). This Loop type is more fully described in Verizon TR 72575, as revised from time to time. A DS3 Loop requires the electronics necessary toprovidethe DS3 transmission rate. DS3 Loops are sometimes also known as DS3 “Links”.

		4.7.15	Entrance Facility. A transmission facility (lit or unlit) or service provided between(i) a Verizon wire center or switch and (ii) a switch or wire center of RNK or athird party.

		4.7.16	Feeder. The fiber optic cable (lit or unlit) or metallic portion of a Loop between aserving wire center and a remote terminal or feeder/distribution interface.

		4.7.17	Federal Unbundling Rules. Any requirement to provide access to unbundlednetwork elements that is imposed upon Verizon by the FCC pursuant to both 47U.S.C. § 251(c)(3) and 47 C.F.R. Part 51.

		4.7.18	Fiber-Based Collocator. As set forth in 47 C.F.R. § 51.5, a Fiber-BasedCollocator is any carrier, unaffiliated with Verizon, that maintains a collocation arrangement in a Verizon Wire Center, with active electrical power supply, andoperates a fiber-optic cable or comparable transmission facility that (1)terminates at a collocation arrangement within the Wire Center; (2) leaves the Verizon Wire Center premises; and (3) is owned by a party other than Verizon or any Affiliate of Verizon, except as set forth in this section. Dark fiber obtained from Verizon on an indefeasible right of use basis shall be treated as nonVerizon fiber-optic cable. Two or more Affiliated Fiber-Based Collocators in a single Wire Center shall collectively be counted as a single Fiber-Based Collocator. For the purposes of this Amendment, the term Affiliate is definedby 47 U.S.C. § 153(1) and any relevant interpretation in Title47 of the Code ofFederal Regulations. For the avoidance of any doubt, if an entity was notanAffiliate of Verizon as of the date (on or after March 11, 2005) on which a Wire


			Center qualified for non-impairment under Section 3.4 or 3.5 of this Amendment,the non-impairment status of such Wire Center shall not be eliminatedordowngraded (e.g., from Tier 1 to Tier 2) if the entity later becomes an Affiliate ofVerizon; provided, however, that Verizon shall comply prospectively, from andafter February 5, 2006, with Unbundled Network Element Condition No. 2 setforth in Appendix G to the FCC’s Memorandum Opinion and Order, WC Docket No. 05-75, FCC 05-184 (rel. Nov. 17, 2005) effective as of February 5, 2006 and for so long as such condition is applicable.

		4.7.19	FTTH Loop. A fiber-to-the-home loop (or “FTTH Loop”) is a local loop consisting entirely of fiber optic cable, whether dark or lit, serving an end user’s customer premises or, in the case of predominantly residential multiple dwelling units (MDUs), a fiber optic cable, whether dark or lit, that extends to or beyond the multiunit premises’ minimum point of entry (MPOE). FTTH Loops are not limited to those loops being used to provide service to “mass market” or residential customers.

		4.7.20	FTTC Loop. A fiber-to-the-curb loop (or “FTTC Loop”) is a local loop consistingof fiber optic cable connecting to copper distribution plant that is not more than 500 feet from the customer’s premises or, in the case of predominantly residential MDUs, not more than 500 feet from the MDU’s MPOE. The fiber optic cable in a fiber-to-the-curb loop must connect to copper distribution plant at a serving area interface from which every other copper distribution subloop also is not more than 500 feet from the respective customer’s premises. FTTC loops are not limited to those loops being used to provide service to “mass market” or residential customers.

		4.7.21	Hybrid Loop. A local Loop composed of both fiber optic cable, usually in feederplant, and copper wire or cable, usually in the distribution plant. FTTH Loops andFTTC Loops are not Hybrid Loops.

		4.7.22	Inside Wire Subloop (House and Riser Cable). All loop plant owned or controlledby Verizon at a multiunit customer premises between the minimum point of entry(“MPOE”) and the Demarcation Point of Verizon’s network, other than FTTH or FTTC Loop.

		4.7.23	lnterexchange Service. Shall have the meaning as defined by the FCC.

		4.7.24	Line Sharing. The process by which RNK provides xDSL service over the samecopper Loop that Verizon uses to provide voice service by utilizing the frequencyrange on the copper loop above the range that carries analog circuit-switchedvoice transmissions (the High Frequency Portion of the Loop, or “HFPL”). The HFPL includes the features, functions, and capabilities of the copper Loop that are used to establish a complete transmission path between Verizon’s main distribution frame (or its equivalent) in its serving Wire Center and the demarcation point at the end user’s customer premises and includes the high frequency portion of any inside wire (including Inside Wire Sub-Loop) owned or controlled by Verizon other than FTTH or FTTC Loop.

		4.7.25	Local Circuit Switching. The line-side and trunk-side facilities associated with theline-side port, on a circuit switch in Verizon’s network(as identified inthe LERG), plus the features, functions and capabilities of that switch, unbundled from loops and transmission facilities, including: (a) the line-side port (including the capability to connect a loop termination and a switch line card, telephone number assignment, dial tone, one primary directory listing, pre-subscription, and access to 911); (b) line and line group features (including all vertical features and line


			blocking options the switch and its associated deployed switch softwarearecapable of providing that are provided to Verizon’s local exchange servicecustomers served by that switch); (c) usage (including the connection of lines tolines, lines to trunks, trunks to lines, and trunks to trunks); and (d) trunk features (including the connection between the trunk termination and a trunk card).

		4.7.26	Mobile Wireless Service. As set forth in 47 C.F.R. § 51.5, a mobile wirelessservice is any mobile wireless telecommunications service, including anycommercial mobile radio service.

		4.7.27	Route. As set forth in 47 C.F.R. § 51.319(e), a “Route” is a transmission pathbetween one of Verizon’s Wire Centers or switches and another of Verizon’sWire Centers or switches. A route between two points (e.g., Wire Center orswitch “A” and Wire Center or switch “Z”) may pass through one or more Verizonintermediate Wire Centers or switches (e.g., Wire Center or switch “X”).Transmission paths between identical end points (e.g., Wire Center or switch “A”and Wire Center or switch “Z”) are the same “route,” irrespective of whether theypass through the same intermediate Wire Centers or switches, if any.

		4.7.28	Signaling. Signaling includes, but is not limited to, signaling links and signaling transfer points.

		4.7.29	Subloop. A subloop (including Inside Wire Subloops, defined above) is a portion of a copper loop, or hybrid loop, comprised entirely of copper wire or coppercable, between any technically feasible point in Verizon’s outside plant, includinginside wire owned, controlled or leased by Verizon, and the end-user customerpremises. A subloop includes all intermediate devices (e.g. repeater and loadcoils), and includes the features, functions, and capabilities of the loop. Asubloop includes two-wire and four-wire analog voice grade subloops and two-wire and four-wire subloops conditioned for digital service, regardless of whetherthe subloops are in service or held as spares.

		4.7.30	Sub-Loop for Multiunit Premises Access. Any portion of a Loop, other than anFTTHor FTTC Loop, that is technically feasible to access at a terminal inVerizon’s outside plant at or near a multiunit premises. It is not technicallyfeasible to access a portion of a Loop at a terminal in Verizon’s outside plant ator near a multiunit premises if a technician must access the facility by removing asplice case to reach the wiring within the cable.

		4.7.31	Tandem Switching. Tandem Switching creates a temporary transmission pathbetween interoffice trunks that are interconnected at a Verizon tandem switch forthe purpose of routing a call. A tandem switch does not provide basic functionssuchas dial tone service.

		4.7.32	Wire Center. A Wire Center is the location of a Verizon local switching facility containing one or more central offices, as defined in 47 C.F.R. § 51.5. The WireCenter boundaries define the area in which all customers served by a given Wire Center are located.

IN WITNESS WHEREOF,the Parties hereto have caused this Amendment to be executed as of theAmendment Effective Date.


RNK PENNSYLVANIA, INC.	VERIZON PENNSYLVANIA INC.

By: /s/ Richard N. Koch	By: /s/ Jeffrey A. Masoner
Richard N. Koch	Jeffrey A. Masoner
President	Vice President – Interconnection Services
Date: 12/28/07	Date: 1/10/08

Wave2wave Communications (WAV) Inactive S-1IPO registration