Schedule 622 General Services Agreement Contract No. 995545/Aff. 854 Page1 of 11

SERVICE: OSS TIER 2 SUPPORT

SECTION 1. SCOPE OF SERVICES

OPERATIONS SUPPORT SYSTEMS TIER 2 SUPPORT:

This Schedule sets forth the terms and conditions under which Pacific Bell Telephone Company (“SELLER”) shall provide to SBC Advanced Solutions, Inc. (“BUYER”) certain OSS Tier 2 support services:

1.0 BUYER’s Obligations 1.1 BUYER shall abide by the operational procedures outlined throughout this Affiliate Agreement.

1.2 BUYER agrees to provide SELLER access to and control of the appropriate Operations Support System(s) (OSS) with full read/write privileges for purposes of providing Tier 2 OSS Support. The Parties will mutually agree and implement such access as required by SELLER to perform any support on behalf of BUYER. The transport to the OSS for SELLER access shall be provided by BUYER or shall be at BUYER’s sole expense.

1.3 BUYER will provide SELLER access to all tools and systems required for Tier 2 OSS support of BUYER’s OSS(s). In the event that the terminal equipment needed to interface with BUYER’s selected OSS is equipment not presently used or owned by SELLER, SELLER shall bill BUYER for such equipment at the rates that will be set forth as needed in the Pricing Addendum. BUYER will pay the rates associated with embedded equipment which are set forth in the Pricing Addendum of this Agreement.

1.4 BUYER will provide SELLER with detailed records on each system being supported including versions, user numbers, locations of systems and users, contact lists, escalation procedures, alarm definitions, etc., as mutually agreed to as being necessary to provide OSS support under this agreement. Schedule 622 General Services Agreement Contract No. 995545/Aff. 854 Page2 of 11 1.5 BUYER will provide its own data communication network, Remote Access Server access, data center operations, software licenses, and hardware.

1.6 BUYER agrees to maintain its OSS release levels at the same level as the SELLER for all systems supported by SELLER.

1.7 BUYER will provide SELLER with notification lists of BUYER contacts to be notified in the event of a major system trouble.

1.8 BUYER will provide SELLER with a list of BUYER’s Tier 1 personnel authorized to contact TIER 2 OSS support.

1.9 BUYER agrees to be solely responsible for protecting its Proprietary Information. SELLER agrees that its non-disclosure obligations apply in relation to any information gained through access or otherwise obtained in connection with this agreement.

1.10 BUYER will provide Tier 1 OSS support personnel to participate in User Groups to identify and resolve application issues.

1.11 BUYER will provide forecast information on activities that will drive Tier 2 OSS support activities in this agreement in sufficient time to allow SELLER to accommodate the changes in workload. These activities will include such items as Network Element growth rates, work force growth rates, geographic changes, BUYER center locations, network vendors and technology changes. These activities will be jointly discussed and mutually agreed upon and schedules developed.

1.12 BUYER will provide business requirements information to SELLER at a mutually agreed upon schedule, which will be used in development of OSS plans.

1.13 BUYER will review SELLER OSS plans and strategy for fit to BUYER’s needs. To the extent that BUYER elects not to support the strategy, a mutual agreement must be reached as to impact on Tier 2 OSS support and potential for cessation of this agreement. Schedule 622 General Services Agreement Contract No. 995545/Aff. 854 Page3 of 11 1.14 BUYER must agree to utilize all components of Telcordia Common LanguageTM Standards. The BUYER is responsible for procuring the rights to use Common Language.

1.15 In all events, BUYER is responsible for providing funds for purchase and deployment of releases in accordance with prorating guidelines established by SBC Finance.

1.16 BUYER will perform activities associated with BUYER’s network management, personnel management and center management and Tier 1 support activities associated with those functions.

1.17 BUYER will prepare user Methods and Procedures and Job Aids, which must be satisfactory to SELLER.

2.0 SELLER’s Obligations

2.1 The Parties understand and agree that SELLER is only obligated to provide Tier 2 OSS support to BUYER for BUYER’s systems that are the same applications installed and used by SELLER and at release levels used by SELLER. See Addendum B for list of OSS. This Addendum may be modified as mutually agreed upon by the BUYER and SELLER. Tier 2 OSS support shall be provided under the terms of this Agreement in conjunction with unbundled network elements and/or telecommunication services purchased by BUYER from SELLER to provision Advanced Services under the terms of a separate Interconnection Agreement entered into between SELLER and BUYER pursuant to Sections 251 and 252 of the Act.

2.2 SELLER shall not be obligated by this Schedule to provide employees, either individual or crews, exclusively dedicated to performance under this Schedule.

2.3 SELLER will provide coordination of System Enhancements with the vendor. BUYER will work with Tier 2 OSS support personnel on documentation of the enhancements. This will include documentation of the request, coordination with the vendor on time and costs, and meetings with BUYER to refine proposals. Schedule 622 General Services Agreement Contract No. 995545/Aff. 854 Page4 of 11 2.4 SELLER will schedule new releases, changes and fixes during the same period of time as releases, changes and fixes are being applied to other applications of that OSS. Where practical, SELLER will coordinate the releases, changes and fixes to minimize the disruption to the normal business operations of the BUYER.

2.5 SELLER will review OSS plans that the SELLER has developed from business requirements submitted by the BUYER with the BUYER at mutually agreed upon intervals.

2.6 SELLER will provide standard templates in all systems to support the equipment, center strategy, geography and facility arrangements provided by the BUYER. This includes updates, descriptions of which will be provided by the BUYER.

2.7 SELLER will provide Operations Project Management for the systems supported. This involves aggregation and documentation of overall business requirements (including, among other things, user interface/interaction requirements) for all SELLER’s relevant business units and for BUYER. Once requirements are available, this involves coordination of project funding and justification, including analysis of Costs/Benefits, and status reporting. This also involves timeline and activity coordination for the systems development cycle with the vendor, such as issuance of change requests, issue resolution and communication of issues with BUYER, and developing service level agreements with the vendor. This also includes delivery coordination among SELLER’s relevant business units and BUYER for deployment, and for coordinating activities such as training, development of methods, documentation, testing and support.

2.8 SELLER will assist BUYER in deployment of OSS covered under this agreement by providing initial assistance in training BUYER’s Tier 1 personnel and assistance in setting up the BUYER’s First Office Application. BUYER will be responsible for deployment.

2.9 SELLER will be responsible for establishing User Groups with representatives from all SELLER’s relevant business units and BUYER for mutually agreed upon systems. User groups will meet on Schedule 622 General Services Agreement Contract No. 995545/Aff. 854 Page5 of 11 regular schedule to resolve issues and to identify and prioritize common enhancements.

2.10 SELLER will provide Tier 2 OSS support to add BUYER’s new network equipment to the supported OSS. BUYER will provide SELLER with equipment type and vendor. BUYER must coordinate the requirement for the BUYER’s equipment vendor and the BUYER’s OSS vendor to jointly participate in the integration process. BUYER assumes all responsibility for fees and other monetary charges associated with the process that are required by either the OSS or equipment vendor. SELLER will perform coordination activities with the BUYER’s OSS and equipment vendor for adding the equipment to the supported OSS and will provide Tier 2 OSS support of the network equipment in the supported OSS.

2.11 SELLER will use its best efforts to provide issues resolution between the BUYER and the applications development vendor for mutually agreed upon systems. The BUYER should provide Tier 1 support personnel to address questions on issues arising from daily work operations. Tier 2 OSS support issues should come to Tier 2 OSS support personnel from this Tier 1 support personnel group.

2.12 SELLER will provide Methods and Procedures that are related to application driven processes for features and functionality of the application, including new releases for mutually agreed upon systems. SELLER will also provide Methods and Procedures for new products or services. Methods and Procedures could include items such as application and database templates, standard designs and process descriptions. These Methods and Procedures will only be provided if the BUYER provides descriptions of the products and services and coordinates with Tier 2 OSS Support in developing these standards and templates. It is the BUYER’s responsibility to prepare user methods and job aids for use by the BUYER’s line organization.

2.13 BUYER access to Tier 2 OSS Support is between the hours of 7AM and 7PM, Central Standard Time, Monday through Friday, except in emergencies, when BUYER’s designated Tier 1 support personnel require Tier 2 OSS support to get the application back in Schedule 622 General Services Agreement Contract No. 995545/Aff. 854 Page6 of 11 operation. SELLER will provide BUYER with an emergency contact list.

2.14 SELLER will provide Hotline/Helpdesk support from 7AM to 7PM, Central Standard Time, Monday through Friday, where the problem appears to be application related and/or assistance is needed by BUYER’s designated Tier 1 personnel on how to navigate or use the application, for mutually agreed upon systems.

2.15 See Addenda for specific details for individual applications that have been mutually agreed upon as requiring further details.

2.16 No Services provided under this Schedule shall be subject to performance measures and/or penalties.

3.0 Training:

3.1 SELLER is responsible for training SELLER personnel required for Tier 2 OSS support under this agreement.

3.2 BUYER will be responsible for training BUYER personnel associated with Tier 1 OSS support under this agreement, with initial assistance from SELLER as provided in Section 2.8.

SECTION 2. PRICE

BUYER agrees to pay for the Services provided by SELLER in accordance with the fee schedule set forth in the Pricing Addendum attached hereto and by this reference made a part hereof.

SECTION 3. TERM

Either Party may terminate this Schedule to the Agreement at any time by providing the other Party with sixty (60) days’ prior written notice.

In the event the BUYER terminates this Schedule to the Agreement after the SELLER has entered into one or more contracts with third parties that extend beyond the sixty (60) day notification period and that are for material Schedule 622 General Services Agreement Contract No. 995545/Aff. 854 Page7 of 11 or equipment that were needed to support this Schedule to the Agreement, BUYER will reimburse SELLER for any termination or cancellation costs, fees, or penalties that SELLER pays under such contract or contracts with third parties as the result of BUYER’s termination of this Schedule of the Agreement.

SECTION 4. LIMITATION OF LIABILITY

SELLER WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ATTRIBUTABLE TO OR RESULTING FROM SELLER’s PERFORMANCE HEREUNDER. In no event will SELLER’s liability for damages caused by its failure to supply material or perform services in a proper or timely manner exceed the amount paid by BUYER to SELLER for such materials or services.

IN WITNESS WHEREOF, the parties have caused this Schedule to be executed, in duplicate, by their duly authorized representatives as of the dates set forth below.

BUYER: SELLER:

SBC Advanced Solutions, Inc. Pacific Bell Telephone Company

BY: Original Signed By Brad Lee BY:_Original Signed by KathleenLarkin

TITLE: Vice President-Finance TITLE: _Director-Regulatory Issues

DATE: May 9, 2000 DATE: 05/05/00______Schedule 622 General Services Agreement Contract No. 995545/Aff. 854 Page8 of 11

TIRKS Addendum A-1 MECHANIZED CIRCUIT PROVISIONING

1.0 SELLER will provide specific functions for Mechanized Circuit Provisioning (MCP) associated with TIRKSTM , SOACTM, and WFATM. These functions will accomplish the mechanization of work steps performed by the BUYER personnel in performing circuit design and associated circuit provisioning activities. SELLER will develop this mechanization based upon standard processes and design and database standards prepared for the BUYER under this Tier 2 OSS support agreement.

2.0 Specific functions are: 2.1 Provide MCP process engineering for workload management, order management, ASR/LSR issuance and DLR receipt, equipment inventory and circuit design systems to include:  Detailed functional requirements.  Systems development (including TIRKS scripts and TIRKS Table System).  Systems implementation.  Ongoing maintenance.  Enhancements to support evolving business needs. 2.2 Provide additional process engineering, which involves detailed functional requirements used in development of MCP scripts, for MCP operations software tools as well as M&Ps and training. 2.3 Provide MCP operations Tier II technical support to assist in problem resolution. 2.4 Monitor processing time performance to be sure that MCP process efficiency is maintained over time as new releases and bug fixes are applied and other changes are made in the processing environment. Schedule 622 General Services Agreement Contract No. 995545/Aff. 854 Page9 of 11 TIRKS ADDENDUM A-2 COMMON LANGUAGE ADMINISTRATION

1.0 SELLER will provide specific functions for Common Language Location Administration and Common Language Standards associated with TIRKS. These functions include:

1.1 Establishment of Common Language Standards including CLCI for Message and Specials, CLFI for facilities, CLEI for equipment, CLLI for locations, NC/NCI and General Codes. 1.2 SELLER will submit requests for language standards or location codes electronically in a mutually agreed upon manner. Standards requests and location code requests should be submitted as soon as known, and will be answered in a mutually agreed upon time frame. Any agreed upon time frames depend upon forecast information having been provided by BUYER for predicting workloads that are other than seasonal or temporary peaks. BUYER will provide an automated interface for updating BUYER databases, which SELLER will perform in a reasonable and mutually agreed upon time frame. If no interface is provided, SELLER will provide the information to a BUYER designated single point of contact, which will be responsible for update of BUYER databases. 1.3 For development of new Common Language codes, BUYER is expected to prepare a service and equipment analysis and provide the SELLER appropriate sketches, diagrams, service descriptions, technical parameters, etc. to facilitate the process. BUYER must provide this information at the time BUYER requests the establishment of codes for the configurations or services. 1.4 Any and all variable fees attributable to the BUYER under the Telcordia agreement that Telcordia bills to SELLER will be billed by SELLER to BUYER on a pass through basis. Schedule 622 General Services Agreement Contract No. 995545/Aff. 854 Page10 of 11 TIRKS ADDENDUM A-3 MCP OPERATIONS

1.0 SELLER will provide specific functions for Mechanized Circuit Provisioning (MCP) Operations. These functions will manage the operations of the Mechanized Circuit Provisioning systems provided to BUYER as described in ADDENDUM A-1. SELLER will develop this operations management capability based upon standard processes and design and database standards prepared by the SELLER for the BUYER under this Tier 2 OSS support agreement.

2.0 Specific functions are: 2.1 Configure MCP application software for proper operation (e.g., start and stop times, work ahead limits, work list routing, service code tables, etc.). 2.2 Monitor the MCP applications software using SELLER’s MCP Operations tool set to be sure that all required programs are on line and processing properly (e.g., accepting input and sending output to proper destinations). 2.3 Coordinate with MCP process engineering, Information Technologies and other organizations as required to resolve MCP system availability and performance problems and other abnormal events. 2.4 Monitor the offered load and processing time performance to be sure that enough processes are running to handle the load within acceptable time frames. Schedule 622 General Services Agreement Contract No. 995545/Aff. 854 Page11 of 11 ADDENDUM B SUPPORTED OPERATIONS SUPPORT SYSTEMS (0SS)

SOAC FIRST* WFA/C WFA/DO WFA/DI NSDB GCAS and/or ULTRA TIRKS/FEPS TIRKS/DSS MCP GPS REACT ATAS GRETA TECH SCORECARD ASKME BARTS PAWS* * Limited support OSS, not covered in paragraphs 2.9, 2.11, 2.12, 2.14, and all or parts of others that may be agreed to.