12-064-C 23 1.Pdf

BEFORE THE ARKANSAS PUBLIC SERVICE COMMISSION

SPRINT COMMUNICATIONS * * -7 COMPANY, L. P. * - * 1- COMPLAINANT, * DOCKET NO- * 12-064-C U V. * * CENTURYTEL OF NORTHWEST * ARKANSAS, L.L.C., D/B/A * CENTURYLINK, * RESPONDENT. *

HEARING BEFORE:

CONNIE C. GRIFFIN, Administrative Law Judge

THE ABOVE-STYLED MATTER was reported by Teresa L. Hollingsworth, Certified Court Reporter No. 537, taken at that Arkansas Public Service Commission, Hearing Room No. 1, 1000 Center Street, Little Rock, Arkansas, commencing on the 26th day of March, 2013, at 9:30 a-rn-

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 2 1 APPEARANCES

3 FOR THE COMPLAINANT:

4 MELVIN J. MALONE, ESQUIRE BUTLER SNOW 5 1200 ONE NASHVILLE PLACE 150 FOURTH AVENUE NORTH 6 NASHVILLE, TENNESSEE 3721 9-2433 7 WILLIAM R. ATKINSON, ESQUIRE SPRINT NEXTEL 8 3065 AKERS MILL ROAD S.E. SEVENTH FLOOR 9 ATLANTA, GEORGIA 30339 10 WILLIAM BRET LAWSON, ESQUIRE SPRINT COUNSEL 11 6450 SPRINT PARKWAY OVERLAND PARK, KANSAS 66251 12 FOR THE RESPONDENT: 13 SUSAN S. MASTERTON, ESQUIRE 14 CENTURYLINK 315 SOUTH CALHOUN STREET 15 SUITE 500 TALLAHASSEE, FLORIDA 32301 16

23 24

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 3 1 INDEX 2 JAMES BURT 3 Direct Examination by Mr. Atkinson _...---29 4 Prefiled Testimony oE James Burt -..---...30 5 Cross-Examination by MS. Masterton ..-... 133 6 Redirect Examination by Mr. Atkinson .--_141 7 AMY S. CLOUSER 3 Direct Examination by Mr. Malone __...-..155 9 Prefiled Testimony of Amy S. CLouser -... 156 10 Cross-Examination by Ms. Masterton .__...172 11 GUY E. MILLER, I11 12 Direct Examination by Ms. Masterton __...175 13 Prefiled Testimony of Guy Miller, I11 ..- 176 14 Cross-Examination by Mr. Lawson __...__..239 15 Redirect Examination by Ms. Masterton .__267 16 Joint Exhibit 1 _....__....___..___...._-...--..9

17 Sprint Exhibit 1 - Order 6 Docket 84-114-U .--242 18 Sprint Exhibit 2 - Order 14 Docket 84-114 ...- 242 19 Sprint Exhibit 3 - Order 2 Docket 99-126-U -_.243 20 Sprint Exhibit 4 - Testimony of Guy Miller 21 in Missouri Case ..___....__...-_-_...-__272 22 Certificate Page ...... 280 23 24 25

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501-372-5115 4 1 PROCEEDINGS I 2 ALJ GRIFFIN: All right. Let's go 3 ahead and commence the hearing. This 4 hearing will come to order. 5 We are here today before the 6 Arkansas Public Service Commission in 7 Docket Number 12-064-C, a complaint 8 docket which was filed by Sprint. 9 It is styled: In the matter of a 10 complaint by Sprint Communications 11 Company, L.P. against CenturyTel of 12 Northwest Arkansas, L.L.C. doing 13 business as CenturyLink Communications. 14 And it is a request for expedited 15 relief.

16 This hearing was originally 17 scheduled by order number two that was 18 issued in this docket on November loth,

19 or the 19th, T'm sorry, of 2012- And it 20 was rescheduled to this date by order 21 number 4, which was entered February 22 16th -- February 26th of 2013. We had 23 some bad weather. And 3: do appreciate 24 Sprint letting us know in advance so 25 everyone has an opportunity for that to

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 50'1-372-51 15 5 1 change the hearing date, so everyone had 2 a chance to change their travel plans. 3 So thank you €or that. It was good 4 thinking in advance. 5 We have a cell phone usage policy.

6 1 don't know if everyone is familiar 7 with it, but it is that if you have any 8 electronic devices or cell phones, 9 please silence them. They're not to be 10 used in the hearing room. And if you 11 need to use them, please step outside in 12 the corridor and that should be far 13 enough. Just make sure the door is 14 closed, so we don't hear you- 15 Are both parties ready to begin? 16 MR. MALONE: We are- 17 MS. MASTERTON: Yes, Your Honor. 18 ALJ GRIFFIN: Okay. Great- We 19 will begin with Sprint- If you will 20 introduce yourself, Mr. Malone, for the 21 record, and then your co-counsel, and 22 then if you will also tell me the 23 witnesses you have today to testify. 24 MR. MALONE: Thank you, Your Honor. 25 Melvin Malone with the law firm of

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 6 1 Butler Snow on behalf of Sprint. And 2 with me are William Atkinson and William 3 Lawson of Sprint, And our witnesses 4 today are James Burt and Amy Clouser. 5 ALJ GRIFFIN: Clouser, not Clauser? 6 MS. CEOUSER: Clouser. 7 ALJ GRIFFIN: Clouser. I may get a that wrong. Forgive me if 1 do. 9 MS. CLOUSER: That is fine- 10 ALJ GRIFFIN: It is good to have 11 you a11 with us here today. 12 And Ms. Masterton? 13 MS- MASTERTON: Good morning, Your 14 Honor. Susan Masterton on behalf of 15 CenturyLink, and our witness today is 16 Guy Miller. 17 ALJ GRIFFIN: All right. Good to 18 have you both here today, too- Hope 19 everybody's travel ended up peaceful and 20 safe and you enjoyed it. 21 Okay. So if the witnesses, let's 22 go ahead and get this out of the way. 23 If you will stand and 1'11 administer 24 the oath. 25 Raise your right hand.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 7 1 (Whereupon the three witnesses were 2 sworn to tell the truth, and the 3 complete truth.) 4 ALJ GRIFFIN: Any procedural 5 matters from either party? 6 Mr. Malone? 7 MR. MALONE: 3. don't think so, Your a Honor. 9 MS. MASTERTON: Is this the time to 10 bring up the issue of the 11 interconnection agreement? 12 ALJ GRIFFIN: That would be great. 13 MR. ATKINSON: Your Honor, we would 14 like to go ahead and move for admission 15 the adopted interconnection agreement 16 that both Mr. Burt and Mr. Miller will 17 be discussing, I assume, at length

18 today.

19 It was filed by the parties on 20 August 25th, 2005 in Arkansas Public 21 Service Commission Docket Number 22 00-219-U, and 86-033-U. It is Sprint's 23 adoption of the Interconnection 24 Agreement between A13Tel Communications 25 Inc., and CenturyTel of Central Arkansas

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 a 1 and CenturyTel of Northwest Arkansas. 2 ALJ GRIFFIN: All right. 3 MR. ATKINSON: I have three copies. 4 ALJ GRIFFIN: Great. So 5 Ms. Masterton, do you need a copy? 6 MS. MASTERTON: No, I have a copy. 7 ALJ GRIFFIN: Okay- Why don't you 8 give me a copy, one for the court 9 reporter and one for you to use. Will 10 the witness need his own or can you guys 11 share? 12 MR. ATKINSON: We have copies for 13 the witness. 14 ALJ GRIFFIN: AI1 right. NOW, what 15 are we going to call this? Are we going 16 to call this Joint Exhibit, or is this 17 going to be Sprint Exhibit? la MS. MASTERTON: It is okay with me 19 if it is joint. 20 ALJ GRIFFIN: Okay. Joint Exhibit

21 1.

22 And I'll just leave it to Joint 23 Exhibit, no objections, So it will be 24 admitted into the record. 25 MR. ATKINSON: Thank you.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 9 1 (Thereupon, as an exhibit to the 2 testimony of the witness, the said item 3 referred to above was marked JOINT

4 EXHIBIT 1 :) 5 ALJ GRIFFIN: Anything further? 6 MR. MALONE: I don't think so, Your 7 Honor. a MS. MASTERTON: None from 9 CenturyLink. 10 ALJ GRIFFIN: A11 right- I have 11 got one thing. We have discussed this 12 off the record. I want to go ahead and 13 put it on the record. Sprint has one 14 witness, Ms. Clouser, that has some 15 protected information in it. The way we 16 handle that is we all need to be aware 17 if we are going to cover any of that 18 protected information. And if we are, 19 then we will -- I want you to make sure 20 I am on board. Let me know. Object 21 immediately and say I think we are 22 getting into protected. It looks like 23 we have only got one person that is in 24 the courtroom that probably hasn't 25 signed an affidavit. And so at that

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501-372-51 15 10 1 time we will ask the courtroom €or 1 2 anyone that didn't sign one to leave. 3 I don't know if we will get into 4 that today. It is a very small part of 5 this record, but if we do, let's be 6 alert of that, because 1 don't want: 7 anything released into the record that a is not. 9 And we want the court reporter to 10 be aware that that part of the testimony 11 is protected, she'll know how to handle 12 that, You have foreheard testimony. 13 You have got both the redacted and the 14 protected version? 15 MR. MALONE: Yes, Your honor. 16 ALJ GRIFFIN: How have you prepared 17 the protected version? 18 MR. MALONE: On pink paper pursuant 19 to the Commission's rules. 20 ALJ GRIFFIN: Do you have it in a 21 separate envelope? 22 MR. MALONE: No. 23 ALJ GRIFFIN: Okay- You may want 24 to. We will put it all in the record, 25 but we may want to do something with

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-57 15 11 1 that, put it in an envelop to submit it 2 to the court reporter. 3 All right. 4 MS. MASTERTON: Judge Griffin, I 5 have a question about that. What I had 6 thought, 1 may ask some questions 7 surrounding that. T know -- if I

a don't -- is it possible to ask the 9 questions without identifying the 10 confidential information and then not 11 clearing the courtroom, or is it your 12 preference to clear the courtroom just 13 because it is being touched on? 14 ALJ GRIFFIN: No, it is my 15 preference to put as much as we can into 16 the record without clearing the 17 courtroom, with it all being as much 18 available to the public. You knowI and 79 f think -- we are a public agency, and 20 everything we do here should be in the 21 public unless it is something that is 22 going to damage the companies in any 23 way.

24 MS. MASTERTON: What 1 mean is 25 sometimes you can ask a question without

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 12 1 actually saying a number. You can just 2 say look at this and ask a question 3 about it where it wouldn't necessarily 4 reveal anything confidential. If I were 5 to ask questions that way, would that be 6 acceptable?

7 ALJ GRIFFIN: I think it would be 8 . acceptable. 9 Do you have any object to that, 10 Mr. Malone? 11 MR. MALONE: I don't. 12 MS. MASTERTON: Okay. Thanks. 13 ALJ GRIFFIN: If we need to take a 14 break just before she testifies or -- so

15 you guys can discuss how you're going to 16 do, or you could just be super diligent 17 and if you hear a question, slowly and 18 before she answers instruct your witness 19 to wait until she answers to give you an 20 opportunity to object and say at that 21 point- But if we can handle it like 22 that.

23 MS. MASTERTON: Okay. Thank you. 24 ALJ GRIFFIN: All right. 25 Wonderful.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 13 1 All right. How about opening 2 statements, Mr. Malone? 3 And you may either sit at the 4 table. I think our court reporter can pick you up here Eine, or you are welcome to use that podium. I see it's been moved back, but just however you 8 want to do it. 9 MR- MALONE: Thank you, Your Honor. 10 ALJ GRIFFIN: Okay. I1 MR. MALONE: The story of our 12 interconnection complaint before the 13 commission today is quite simple, Your 14 Honor. We contend that CenturyLink is 15 violating the terms of our 16 interconnection agreement by not 17 processing new trunk orders, which in 18 turn is negatively impacting our ability 19 to serve our wholesale CLEC customer in 20 Arkansas, SuddenLink. The very purpose 21 of our Arkansas Interconnection 22 Agreement is being thwarted because we 23 cannot obtain new trunk orders in two of 24 CenturyLink's Arkansas exchanges. 25 In attempting to justify its

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 14 1 actions here, CenturyLink has raised 2 long-pending VoIP traffic payment 3 disputes, which have nothing at all to 4 do with the partie's interconnection 5 agreement at the heart of this case. 6 That is the entire case, Your 7 Honor. That is it. One, CenturyLink is 8 refusing to process Sprint's new trunk 9 orders. Two, CenturyLink is using a 10 VoIP traffic payment dispute to justify 11 its actions. And three, the VoIP 12 traffic payment dispute is unrelated to 13 the Arkansas Interconnection Agreement. 14 In spite of CenturyLink's attempt 15 to muddy the waters with a pending 16 Virginia case and a pending Louisiana 17 case, the evidence will show that our 18 interconnection complaint is a 19 straightforward matter of contract 20 interpretation. Today, Sprint's 21 witnesses will testify and explain why 22 the VoIP traffic payment disputes have 23 nothing to do with the parties' 24 interconnection agreement. 25 Envision, if you Will, two

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 15 1 identical trains on parallel tracks-

2 The trains which are owned and run by

3 the same railroad are the same in every

4 detail, and the tracks, when viewed out

5 into the distance, might even appear to 6 converge, but they don't because the 7 tracks are parallel. Although someone

8 might mistake one train for another or

9 might confuse one track for the other,

10 there can be no denying that there are

11 two separate trains and two separate

12 parallel tracks.

13 NOW, imagine that the passengers on

14 one of the trains has a dispute over the

'15 fare. They complained that they were

16 overcharged, demanded a refund and

17 refused to pay €or any additional

18 tickets until the dispute was resolved.

19 So, in response to the fare dispute on

20 the first train, the conductor of the

21 second train, the train in which the

22 passengers had no dispute over the fare, 23 stops his train. 24 That is exactly what CenturyLink 25 has done here- CenturyLink has stopped

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 16 1 the train on Sprint's new trunk orders. 2 CenturyLink wants the disputed VoIP 3 traffic payments paid, and it is willing 4 to deploy totally unrelated means to 5 force Sprint to make the disputed VoJP 6 traffic payments. 7 It is too common to dispute that a parties often have multiple arrangements 9 between them, In such instances the 10 separate and distinct arrangements 11 intentionally and expressly limit the 12 subject matter being agreed to. If 13 every separate dealing between two 14 parties is allowed to impact every other 15 agreement between the same two parties, 16 there would literally be chaos in the 17 business world. Wholly unrelated and 18 irrelevant squabbles could derail each 19 and every interaction between the 20 parties. If such behavior is tolerated, 21 the fundamental concept of contracts in 22 our society will be severely undermined. 23 That is what happened to the 24 passengers on the train that was 25 stopped. There was no dispute at all,

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 17 1 yet the conductor stopped the train 2 anyway.

3 NOW, CenturyLink is already 4 addressing its tariff-based VoIP traffic 5 payment dispute with Sprint outside of 6 the Commission. It should not be 7 overlooked that Sprint didn't choose the 8 forum for these traffic payment 9 disputes, CenturyLink did. The forum 10 voluntarily chosen by CenturyLink 11 remains the appropriate and legitimate 12 forum for any relief that CenturyLink or 13 Sprint receives in the VoIP trafEic 14 payment disputes. In sum, Sprint is not 15 contending here that the VoIP traffic 16 payment dispute doesn't exist or that it 17 should not be resolved. Rather, Sprint: 18 is merely maintaining that it should not I9 be resolved here. 20 As I begin to close, I should note 21 that the Arkansas Interconnection 22 Agreement at the heart of our complaint 23 is not being litigated either in the 24 pending Virginia case or the pending 25 Louisiana case. Therefore, CenturyLink

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 18 1 should not be permitted to hold Sprint's 2 new trunk orders hostage. 3 Finally, Your Honor, and what maybe 4 frustration at the speed or lack thereof 5 with which the VoIP traffic payment 6 dispute is being resolved, CenturyLink 7 is attempting here to unfairly a characterize Sprint's actions in the 9 VoIP traffic payment dispute as some 10 sort of dark systematic scheme to 11 underpay CenturyLink, If this is true, 12 and it is not, Sprint has failed 13 miserably, as its witnesses will testify 14 today that Sprint has paid 98 percent of 15 CenturyLink's invoices. 16 Your Honor, as a stated at the 17 outset, this case is quite simple. One, 18 CenturyLink is refusing to process 19 Sprint's new trunk orders, which is 20 having an anti-competitive impact right 21 here in Arkansas. TWO, CenturyLink is 22 relying on the VoIP traffic payment 23 dispute to justify its actions- And 24 three, the VoIP traffic payment dispute 25 is unrelated to the parties' Arkansas

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 19 1 Interconnection Agreement.

2 The VoIP traffic payment dispute

3 will be resolved in due time, either in

4 favor of Sprint or in favor of

5 CenturyLink. In the meantime, Sprint's

6 new trunk orders should be processed 7 consistent with the Arkansas

8 Interconnection Agreement.

9 Thank you, You Honor.

10 ALJ GRIFFIN: Thank you.

11 MS. MASTERTON: Thank you, Your

12 Honor.

13 As Mr. Malone has state and I think

14 the parties agree, this case has its

15 roots in a 2009 dispute between

16 CenturyLink and Sprint regarding the

17 appropriate compensation for Voice Over

18 Internet Protocol, also referred to as

19 V-0-I-P traffic. And I think I'll take 20 this time to kind of explain some of the 21 history you had said about the different

22 CenturyLink entities. There is two -- 23 Sprint started refusing to pay the

24 tariffed rates for Voice over Internet

25 Protocol traffic for all of

I BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501-372-51 15 20 1 CenturyLink's entities. And those 2 include both Legacy Embarq Corporation 3 entities and Legacy CenturyTel entities, 4 which came together under the 5 CenturyLink umbrella in 2009, right 6 about the timeframe of this dispute. So 7 when we talk about CenturyLink in this 8 case, CenturyLink is CenturyTel of 9 Northwest Arkansas, but we also refer to 10 CenturyLink more generically to cover 11 the company and its subsidiaries. I 12 think the witnesses will try to make 13 clear specifically which they're 14 referring to if it is confusing in the 15 context of their testimony. 16 So, we agree that the case has its 17 roots in that 2009 dispute, which was 18 with CenturyLink -- both CenturyLink, 19 the Embarq subsidiaries and CenturyLink 20 the CenturyTel subsidiaries. But as we 21 also agreed, the issue that is before 22 you today is not that issue which is as 23 Mr. Malone said, being decided by the 24 Federal Courts. And we also agree with 25 Sprint that the issue today is -- and

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 21 1 Mr. Miller's testimony makes this clear 2 that the issue is whether Sprint 3 violated the terms of the parties' ICA, 4 Interconnection Agreement. I'm sorry. 5 I may refer to Interconnection Agreement 6 as ICA throughout the case. Whether 7 Sprint violated the terms of the 8 parties' ICA by applying a credit to its 9 access charge billings Erom CenturyLink 10 to recoup what it had unilaterally 11 determined it had previously overpaid 12 for VoIP traffic. And that is the 13 issue, whether they had, in fact, 14 overpaid, or what was the compensation 15 due for VolP trafEic in the case that is 16 before the Federal Courts. But what 17 Sprint did was say no, we did overpay- 18 And on their current billings they 19 didn't pay anything in order to recoup 20 the amount that they said that they 21 shouldn't have paid. And I think 22 typically in a dispute, an 23 Interconnection Agreement dispute, if 24 the parties don't agree that the status 25 quo was maintained, that is the party

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 22 1 continues to provide service while the 2 dispute is resolved, and the other party 3 waits for the dispute to be resolved for 4 the compensation issue to be addressed. 5 They don't just decide on their own, we 6 are going to take our money back, 7 because we think we are right. So that a is really the essence of the dispute, 9 whether Sprint violated the 10 Interconnection Agreement by taking 11 those actions. 12 And Mr, Miller's testimony shows 13 that Sprint's failure to pay these 14 undisputed access amounts through that 15 credit as a result of a self 16 determination by them of what the rate 17 should be different from the rate that ia is in CenturyLink's tariff, that that I9 violates the terms of the 20 Interconnection Agreement, because the 21 Interconnection Agreement clearly states 22 that the parties will reimburse each 23 other for interexchange traffic, long 24 distance traffic in accordance with the 25 terms of the parties' tariff. And that

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 23 1 is what Sprint did not do. And that is 2 why we are here before you today. 3 Now, Mr. Burt, in his testimony, he 4 would have you believe, and I think in 5 the train analogy that Mr. Malone just 6 gave you that there is no relationship 7 between Sprint's long distance company 8 and Sprint's competitive local exchange 9 company, and that they are completely 10 separate. But the record doesn't show 11 that, as Mr- Miller states in his 12 testimony, it is the same company that 13 holds both the Interexchange Certificate 14 and the Competitive Local Exchange 15 Certificate in Arkansas. And Sprint 16 purchased its services from CenturyLink, 17 both under access tariffs and under the 18 terms of the Interconnection Agreement 19 in order to provide services to its 20 customer such as SuddenLink. And 21 Mr. Burt's testimony shows that they say 22 they provide both long distance and 23 competitive local exchange services in 24 order to serve SuddenLink's needs- So 25 the distinctions between the access

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 24 1 traffic and the local traffic that 2 Sprint has brought forward, they really 3 don't exist. It is the same company, 4 and it is just different mechanisms €or 5 governing the compensation and the 6 provision oE the services. 7 And Sprint's position, and 8 Mr. Malone used the train analogy. I 9 think he forgot to say that both trains 10 are owned by the same company. But what 11 we would like to have you look at this 12 if you take it to its logical 13 conclusion, it is kind of like a 14 restaurant- So from a wholesaler they 15 purchase both plates and silverwares 16 from a wholesaler of dinnerware, but 17 after they purchased the plates they 18 suddenly decide that they don't want to 19 pay for them, yet they want to be able 20 to continue to purchase new silverware 21 while they still owe money to the 22 wholesaler €or the plates- And just 23 common sense would say that is just not 24 right. The wholesaler should be able to 25 refuse to provide any services until

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 25 1 they pay their bill. 2 Mr. Miller's testimony, and we 3 believe that unambiguous language of the Interconnection Agreement supports CenturyLink's position, that the agreement governs not only local 7 traffic, but also how interexchange 8 traffic -- exchange between the parties 9 is to be compensated. And it is also 10 true that the interconnection agreement 11 terms in Mr. Miller's testimony show 12 that we are fully within our rights 13 under the terms of the interconnection 14 agreement to suspend their ordering 15 privileges until they pay the money that 16 they owe us. 17 And so Sprint has tried to say that 18 the reason -- so it is clear that the 19 interconnection agreement supports our 20 actions, but Sprint is trying to say 21 that CenturyLink is denying the ordering 22 privileges because they don't want 23 SuddenLink, their customer, to be able 24 to compete in their territory. I think 25 it really -- belies that argument that

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 26 1 all that Sprint needs to do in order for 2 CenturyLink to restore the ordering 3 privileges and allow SuddenLink to 4 compete is to pay the money that it owes 5 us, and I think it is clear that that is 6 not a mechanism that we would take just 7 to prevent competition since there is a such an easy resolution to what is 9 stimying them today. 10 So CenturyLink would ask the 11 Commission, based on the evidence before I2 it and on the clear and unambiguous 13 terms of the Interconnection Agreement, 14 to find that we are Eully within our 15 rights to take the actions that we have 16 in suspending Sprint's ordering 17 privileges, and that until Sprint pays 18 the money that it owes, we are not 19 required to restore those ordering 20 privileges. 21 That is all I have. Thank you. 22 ALJ GRIFFIN: Thank you. 23 The order of presentation, 24 obviously, today as we have been doing, 25 Sprint will go first, CenturyTel next.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 27 1 Sprint is the moving party here, the 2 complaining party, so you carry the 3 burden. Nothing new there. 4 I am -- normally, even though this 5 is a complaint docket, since we are a 6 public agency we ask €or public 7 comments- Ts there anybody here in the 8 audience that has anything that they 9 would like to comment on, even though 10 this is more of a matter between two 11 companies. I am going invite anyone 12 here that would like to give public

13 comment to come up. There isn't anyone. 14 I see that. So that is just something 15 we normally do- 16 All right. With that being the 17 case, then Mr. Malone, whoever is 18 handling your first witness, let's go 19 ahead and call him and get him up here, 20 right here to the witness chair. 21 MR. ATKINSON: Thank you, Your 22 Honor. Sprint calls Mr. James R. Burt. 23 ALJ GRIFFIN: Okay- 24 MR. ATKINSON: While Mr. Burt is 25 getting settled in, T would like to give

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 28 'I to the court reporter and Your Honor 2 copies of Mr. Burt's initial and 3 rebuttal testimony. 4 ALJ GRIFFIN: I have got -- in 5 fact, I have got them in two ways, but I 6 appreciate you having those. 7 You know, so many attorneys come a here and don't have copies for the 9 hearing officer. They have just got one IO copy, so it is refreshing to have 11 someone that has got copies of 12 everything. This is really wonderful 13 today- 14 MR. ATKINSON: Yes, Your Honor. We 15 are like the Boy Scouts. We try to be 16 prepared. 17 ALJ GRIFFIN: Good motto. 18 MR. ATKINSON: It looks like 19 Mr. Burt is settled in, so we will 20 begin, Your Honor, if that suits you. 21 ALJ GRIFFIN: Yes. Whenever. 22 JAMES BURT 23 having been first duly sworn, was examined and 24 testified as follows: 25 DIRECT EXAMINATION

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 'I 5 29 1 BY MR. ATKINSON: 2 Q. Mr. Burt, good morning. 3 A. Good morning. 4 Q- Would you please state your name and 5 business address for the record, please? 6 A. James Burt, My business address is 6450 7 Sprint Parkway, Overland Park, Kansas 66251. 8 Q. And are you the same James R. Burt that 9 caused to be pre€iled in this docket on January 10 4th, 2013, question and answer on initial 11 testimony? 12 A. Yes, I am. 13 0- And did you also cause to be prefiled 14 attachment JRB 1 to your initial testimony?

15 A. Yes *

16 Q- Now, did you also cause to be prefiled on 17 February 8th, 2013, question and answer rebuttal 18 testimony?

19 A. Yes * 20 Q- And did you cause to be prefiled at that 21 time attachments JRB 2 through JRB 4 to your 22 rebuttal testimony? 23 A. Yes - 24 Q. Do you have any corrections to your prefiled 25 testimony that you would like to make at this

3USHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 30 1 time? 2 A. No, I don't. 3 9. And so if I ask you the same questions today 4 that are contained in your prefiled testimony and 5 attachments, would your answers be the same? 6 A. Yes, they would. 7 MR, ATKINSOM: Your Honor, at this 8 time Sprint would move the admission of 9 Mr. 3urtts prefiled testimony into the 10 record subject to cross. 11 ALJ GRIFFIN: Without objection, 12 that will be accepted. 13 (WHEREUPON, the prefiled testimony 14 of JAMES BURT was entered into the

15 record as follows: ) 16 17

19 20

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 31

S'FA'TE OF ARKANSAS ARKANSAS PUBLIC SERVICE COMMISSION

Sprint Communications Company L.P. 1 1 Complainant,

V. 1 CcnturyTel of Northwest Arkansas, LLC, 1 Docket No. 12-064-C I d/b/a CenturyLink,

Respondent

Initial Testimony i Of

James Burt I

January 4,2013

I 32

1 (2. l’lcase state your name and husincss addrcss.

2 A. Myname is Jnmes R. Burt. My business address is 6450 Sprint Parkway, Overland Pnrk,

3 Kansas 6625 1.

5 Q. On whose behalf are you testifying?

6 A. I am testifying in this proceeding on behalf of Sprint Communications Company L.P.

7 C’Sprint”).

9 Q* By who are you employed?

10 A. Sprint United Mnnagement Company C’Sprint United”), which is the management

11 subsidiary of Sprint’s parent entity, Sprint Nextel Corporation (“Sprint Nextel”, Le., as

12 itself and its affiliated operating companies),

14 Q* What is your position with Sprint Nextel?

I5 A. I am Director - Policy, a position E have held since February of 2001.

17 Q* PIcnse summarize your educational and professional background. i la A. I received a Bachelor of Science degree in Electronics Engineering TechnoIogy from the

19 University of South Dakota - Springfield in 1980 and a Masters in Business

20 Administration with an emphasis in Finance from Rockhurst CoIIege (currently known as

21 Rockhurst University) in 1989.

2 33

1 I am responsible for dcveloping state and federal rcgdatory policy and legislative policy

2 hr Sprint Ncx tel, including the coordination of rcgulntary and legislative policies across

3 the various Sprint business units, and headvocacy of such policies before regulatory and

4 IcgisIative bodies. In addition, E interpret various orders, rules, or laws for

5 implcmenhtion by Sprint Nextel.

7 From 1997 to February of 2001, I was Director-Local Market Planning. I was

a responsible for policy and regulatory position development and advocacy from a CLEC

*9 pcrspective. in addition, I supported Interconnection Agreement negotiations and hnd

10 responsibility for various other regdatory issues pertaining to Sprint CLEC’s efforts.

12 From 1996 to 1997, I was Local Market Director responsible for Sprint CLEC’s

13 Interconnection Agreement negotiations with BeIISouth.

15 I was Director - Carrier Markets for SphNextel’s former Local Telecom Division

16 ((ILTD”) from I994 to 1996. Myresponsibilities included inter-exchange carrier account

17 management and management of one of L’fl3’s Interexchange Carrier Service Center,

19 From 1991 to 1994, I was General Manager of United Tehphone Long Distance, H long

20 distance subsidiaw of the Former Sprinmnited Telephone Company. I had profit and

21 loss, marketing and operations responsibilities.

22 I

3 34

1 From 1489 to 139 I, I held the position of Network Sales Manager responsible for sales of

2 business data and network solutions within LTD.

I From 1988 to 1989, I functioned ns the Product Manager for data and network services

5 also for LTD.

7 Prior to Sprint Nextel I worked for Ericsson Inc, for eight years with positions in both

8 engineering and marketing.

10 Q. Have you testified before nny regulatory commissions? i

11 A. Yes, I have testified before the state utility Commissions in Arkansas, Florida, Georgia,

12 Illinois, Indiana, Iowa, Louisiana, Maryland, Nebraska, Nevada, New Mexico, North

13 Carolina, Ohio, Oklnhorna, Pennsylvania, South Dakota, Texas and Wisconsin and have

14 supported the dcvelopment of testimony in many other states.

16 Q. What is the purpose of your Initial Testimony?

17 A. The purpose of my Initial Testimony is to explain Sprint’s need for additional

18 interconnection trunks in Arkansas; to provide a historical perspective of how Sprint got

19 to the point of having to file this complaint against CenturyTel of Northwest Arkansas,

20 LLC (“CenturyLink”); to outline Sprint’s arguments as to why Centurytink’s rehsal to

21 provision the requested interconnection trunks is inconsistent with the parties’ I

22 interconnection agreement (“ICA’); and to explain [he profound impact CenturyLink’s

I 35

1 rcfusal to provision intcrconncction trunks is having on Sprint, Sprint’s wvhalesnle

2 customer, Suddenlink, and residential and business customers in Arkansas.

4 Q. What caused Sprint to tile this complaint against Ccnturytink?

5 A. The ICA governs the traffic exchanged between CenturyLink and Sprint over local

6 interconnection trunks. Sprint filed this complaint against CentwyLink because

7 CcntiiryLink refused to provision local interconnection trunks pursuant to the parties’

8 ICA. The local interconnection trunks are necessary for Sprint to enable Suddenlink to

9 provide its fncilities-based competitive voice service in CenturyLink’s Atkins and Dover

10 exchanges in Arkansas.

12 Q* What is Sprint’s relationship with Suddenlink?

13 A. Sprint and Suddenlink have entered into a contractual arrangement whereby Sprint

14 provides certain functions and services to Suddenlink so that it can provide retail

15 residential and business customers within its serving area an alternative to CenturyLink’s

16 voice service. Among other things, Sprint provides on a whoIesaIe basis, Iocd

17 interconnection, telephone number resources, 9 11 connectivity and long distance service ia to Suddenlink, Local interconnection is necessary for Suddenlink’s customers to make

19 Iocal telephone calls to CenturyLink’s customers and for CenturyLink’s customers to

20 make local telephone calIs to Suddenlink’s customers. Suddenlink successfully competes

21 nt the retail level with incumbent local exchange caniers (“ILECs”) like CenturyLink and

22 other service providers. Sprint and Suddenlink have successfilly utilized this business

23 model in several states, including Arkansas.

5 36

2 Q9 Describe how Sprint is enabling Suddenlink to provide voice scrvices elsewhere in

3 Arkansas.

4 A. Sprint is currently enabling Suddenlink to provide voice services in over 30 rate centers

5 in Arkansas. CenturyLink or one of its affdiates is the ILEC for a large number ofthose

6 rate ccntcrs. Sprint uses local intcrconnection trunks in each of these areas to facilitate

7 the exchange of local teiephone calfs between Suddenlink and CenfuryLink customers.

9 Q* Can Sprint fulfill its obligation to SuddenIink without the Iocal interconnection

10 trunks that are the subject of this dispute?

11 A. No. Sprint is not able to fulfill its obligation to Suddenlink unless CenturyLink processes

12 Sprint's local interconnection trunk requests pursuant to the parties' ICA, The Iocal

13 interconnection trunks are necessary for SuddenIink's customers and CenturyLink's

14 customers to make and receive IocaI telephone cnlls.

16 Q* Why was it necessary for Sprint to fiIe a complaint against CenturyLink in August

17 of Iast year?

18 A. Sprint filed the complaint in August of last year because Suddenlink is seeking to expand

19 its retail voice service in the CcnturyLink rate centers of Atkins and Dover, Arkansas.

20 Sprint received and was familiar with the November 23, 2009 CcnturyLink letter in ! 21 which, among other things, CenturyLink notified Sprint that it was suspending Sprint's

23 trunk ordering privileges. But, Sprint's interpretation of the November 23, 2009 letter ! 23 was that it applied only to those trunks for which CenturyLink was seeking a deposit, is.,

6 I

I 37

1 Feature Group D (“FGD”) tninks,’ In early 2012, nRer CcnturyLink‘s initial rojection of

2 Sprint’s trunk rcquest, Sprint was informed by Ccntury Link that CcnturyLink’s trunk

3 ordering “embargo” applied to the Arkansas local trunk orders. Prior to Suddenlink‘s

4 desirc to expand its voice serving area, Sprint did not need the additional local

5 interconnection trunks, See Attachment JRf3-I which is an email string between Sprint

6 and CenturyLink in which Sprint asked CcnturyLink whethcr the cmbargo applied to

7 local interconnection trunks requested pursuant to its EA,

i 9 Q9 Sprint claims that it is inappropriate for CenturyLink to refuse to provision locai

10 interconnection trunks pursuant to the parties’ ICA because Centurytink’s dispute

I 11 with Sprint in Arkansas is a tariff dispute. Please explain,

12 A. While 1 om not an attorney, it is my understanding that the dispute between the parties

13 regarding Voice over Internet Protocol (“VoIP”) traffic compensation is a tariff dispute

14 and is not an ICA dispute. Specifically, CenturyLink‘s dispute is not a dispute pursuant

I5 to the ICA between the parties ‘from which Sprint is attempting to order local

16 interconnection trunks. The traffic compensation that is in dispute is VoIP tfic

17 terminated to CenturyLink over access trunks, not local interconnection trunks, and is the

18 subject of a lawsuit fiIed by CenturyLink in Louisiana federa1 court. The tariff dispute in

19 the Louisiana lawsuit involves intrastate tariffs in about twenty-five (25) states and

20 interstate tariffs fded with the FCC. Therefore, Sprint believes that CenturyLink’s refusal

21 to process local interconnection trunks is wholIy inappropriate.

To be clew, the Centurytink rcfcrence xi used in my Lcstimony is refining to Ccntu~yTdof Nod~westArkansas, LLC. It is Sprint’s understanding and position that the Novcrnber 23, 2009 letter w only sceking a deposit for FGD trunks in Iha legacy CcnturyTel ILEC serving areas IIS compared to thc requested deposit for both FGD nnd lucnl interconnection trunks in legacy Einbarq ILEC serving are=.

! 38

2 0. Docs Sprint h:we :my outstanding disputes with CcnturyLink regarding traffic

3 being exchanged over Iocd intcrconnection trunks in Arkansas that have bccn

9 provisioned pursuant to the parties' ICA?

5 A. No. i am not aware of any outstanding disputes bctween the parties regarding traffic

6 being cxchanged over local interconnection trunks in Arkansas provisioned pursuant to

7 the parties' ICA.

9 Q* Did Ccnturytink communicate to Sprint that the dispute over VoIP traffic 'IYBS

10 unrelated to the services provided under the parties' Arkansas ZCA?

11 A. Yes. Centurytink's November 23, 2009 letter demanded certnin deposits related to the

12 dispute over VOW traffic, See Exhibit I to Sprint's Complaint November 2009 Letter).

13 That letter included absoluteIy no demand or deposit requirement for the services being

L4 provided under the parties' ICAs in the legacy CentruyTel service areas. The reason no

15 such demand was made is because Sprint's VoIP dispute did not include any of; the

26 services provided under those LCAs. 'i'he attachment to that letter correctfy identifies

17 only "IXC BANS" for Arkansas and for the other legacy CenturyTel service areas far ie which CenturyLink was seeking a deposit in order to resume Sprint's trunk ordering

19 privileges.

23 CenturyLink is attempting to turn the tariff-based VoIP traffic compensation dispute on

22 Lraffic carried over FGD fucilities into an ICA dispute. These attempts should be

23 rejected. CenturyLink has pointed to Impage in the ICA Lo argue that there is some

8 39

L obligation under the partics’ ICA relntcd to the disputed traffic that wus carried aver FOD

2 hilities. However, any obligations rclatcd to that trat’fic arise rindcr Ccntury Link’s

3 tariff, not under the parties’ ICA. CcnturyLiak understood it was limiting its deposit

4 demand to only “IXC BANS” when it made no deposit demand for the services

9 provisioncd pursuant to the parties’ ICA.

7 As stated above, the VoIP dispute is being addressed in a lawsuit tiIed by CenturyLink in

8 Louisiana. My understanding is that the matter has been referred to the FCC. The VoIP

9 traffic compensation dispute between CenturyLink and Sprint should be addressed in that

10 forum rather than by CenturyLink suspending ordering privileges for unrelated services,

11 which instigated this complaint regarding CenturyLink’s failure to provide services under

12 the ICA.

14 Q. Why did Sprint seek expedited relief in its compIaint?

15 A. Sprint sought expedited relief for two related reasons. First, Sprint is under contract with

16 Suddenlink to enable it to enter both the Atkins and Dover markets. An aspect of that

17 contract is that Sprint provides the local interconnection that Suddenlink needs for market

18 entry. But second and more importantly, it is in the public interest that SuddenIink, via

19 Sprint, begins providing competitive voice service. It is undisputed that locaI

20 competition, especinlIy in rural markets, is good for both residential and business users of

21 local telephone service.

i 40

1 Q. What is the basis for your statement that the benefits ofr loc:il competition iire

2 undisputed?

3 A. The basis for my statcment that the benefits of IocaI competition are undisputcd is rooted

4 in the TcIccom Act of 1336: The intcnt of Congress was to enable competition in local

5 telephone markcts. In fact, the hcart of Section 251, local interconnection, was for the

6 purposc of enabling competitive market entry, Since 1936, competitive providers have

7 been succcssfd in attracting a significant numbcr of customers away from ILECs.

9 Q. Beyond the general premise that competitive choice is beneficial, why do rill

10 Arkansas households and businesses desewe a choice in who provides telephone

11 sew ic e?

12 A. All Arkansas households and businesses deserve an opportunity to choose an alternative +

13 to their serving ILEC. I think this is especially important when the alternative provider,

14 like Suddenlink, is providing facilities-based services. Suddenlink provides telephone

15 service on a stand-alone basis or through highly popular bundled offerings that include

16 teIevision and Internet service. Every household and every business in Dover nnd Atkins

17 within Suddenlink's serving area is being deprived of choosing Suddenlink's service -

18 scrvices that thousands of residential and business customers elsewhere in Arkansas have

19 been nble to choose,

* In the Matter of Implcmcntation of the Local Competition Provisions in the Telecommunications Act of 1996 First Rcport and Order, CC Docket No. 96-98,FCC 96-325, August 8, 1396, pamgmph I.

10 41

1 0. Do you know if CenturyLink bas been Iosing voice customers in Arkansas?

a A. Yes, CenturyLink has been losiiig voice customcrs in Arkansas. According to

3 CenturyLink’s annual reports filed with the Arkansas Commission, CcnturyLink has becn

4 consistently losing customers over the last several years? The table below was

s developed bnsed on access line information filed by CenturyLink.

CenturjTel of Northwest Arkansas, LLC Residentla1 Business PBX Access Year Ending Access Lines Access tines Ltnes ! 12/31/2003 100,534 27,652 968 12/31/2004 96,752 28,084 869 1213 l/ZoOS 90,079 x,,lrsz 731 12/3 1/2OO6 85,881 26,372 753 12/3 1/2OO7 78,264 25,674 661 12/3 1/2WS 71,368 24,504 699 12/31/2009 63,404 24,299 644 12/31/2010 : 59,680 22,161 : 614 12/31/2011 54,931 21,178 565

% Decline Since 2003 45% 23% 42%

s Q. In your opinion, has CenturyLink lost a significant number of customers in the last

9 several years? io A, YCS.In my opinion, CenturyLink Iias lost a significant number of customers over the last

11 several years, It has lost nearly half of its rcsidcntid access lines, nearly a quarter of its I L

12 busincss access lines, and nearly half of its PBX access lines.

13 42

1 Q, Could the significant nutriber of customer losses be a renson why CenturyLink

2 would want to keep SuddenlinWSprint out of’ ndditional rate centers in Arlrnnsas?

3 A. Yes. In my opinion, high customcr losses, whatever the cause, could be a rcason why

4 CenturyLink would want to keep a cable competitor out of additional rate centers in

5 Arkansas. CabIe companies in general and Suddenlink in particular, generally have

6 significant success competing against ILECs, Suddeniink itself has thousands and

7 thousands of customers in Arkansas where CenturyLink or its afiliattes are the TLEC. It

a would onIy seem sensible for CenturyLink to want to avoid such a competitor if it could.

10 Q. What is the uttimate result of CenturyLink refusing to process Sprint’s trunk orders

11 for the Atkins and Dover exchanges?

12 A. The ultimate result of CenturyLink’s misplaced refusal to process Sprint’s trunk orders is

13 the efimination of a very viable competitor in Atkins and Dover. The VoTP dispute is

14 between Sprint and CenturyLink. The residences and businesses of Atkins and Dover

19 have no part of the dispute, yet they are being penalized by being deprived of the

16 opportunity to choose Suddenlink’s service, a service that has proven to be appealing

17 elsewhere in Arkansas. The dispute between Sprint and Centurytink is before the ia Louisiana federal court where it will eventually be resolved. Sprint asks the Arkansas

19 Commission to recognize the impact CenturyLink‘s inappropriate actions arc having on

20 innocent bystanders and order CenturyLink to immediately begin processing the current

21 and any future orders pursuant to the terms of the parties’ ICA,

12 43

L Q+ lloes this conclude your initial testimony?

2 A. Yes.

nut IerSnow 1.1998384~I

13 44

STATE OF ARKANSAS ARKAiYSAS PUBLIC SERVICE COMMISSION

Sprint Communications Company L.P. 1 Complainant,

V. 1 CcnturyTcl of Northwest Arkansas, LLC, 1 Docket NO.12-0644 d/b/a Centurytink, 1 Respondent

ATTACHMENT JRB-1 To Initial Testimony of James Burt January 4,2013

I 45 Melvin Malone

From: Lawson, William [LEG] < [email protected]~ Sent: Tuesday, June 19,2012 4:02 PM To: 'Natkins, Bill CC Luehring, Janette W [LEtJ Subject: RE Sprint Orderlng Privileges - Centurytink

Bill, Janette and I would like to have a quick call to folIow-up on thls. Let me know some times that you are free for 20- 30 minutes tomorrow and we'll call you.

Bret

From: Watkins, BIN ~rnailto:Bill,F,Watklns@CefituryLink,com] Sent: Thursday, May 03,2012 1253 PM To: Lawson, Wllllam [LEGJ ! Cc: LuehrIng, Janette W [LEG] ! Subject: RE: Sprint Orderlng Privileges CenhrryUnk - 1 I Bret, i The decision does include AR Instead of contacting Mike, please direct any questions to Jeff NodIand in my absence. Thanks. i BiI1

i! "Lawson,William [LEG]" CBret.Lawsonliisprint.com> wrote: I Bill, With regard to your response, please conflrm whether the response holds true for all the orders, includtng those In I the Arkansas legacy CenturyTel exchanges in whtch there Is not a hlstorlc dtspute on tramc carded over local I facllitles, Also, are you authoriztng us to talk to MIke without you belng present7 ! I Thank you. !

&et i

From: Walkins, 6111 rrnailto:RIILFMatkl ns We nt urvLi n k,co ml I Sent: Thursday, May 03,2012 1l:Ol AM To: Lawson, William [LEG] Cc: Luehring, Janette W [LEG] Subjeck RE: Sprlnt Ordering Privileges - Centurytink

Bret,

Our Wholesale senior management team is not prepared to alter the status of Sprint's ordering prlvlleges at thls ! Ume, Janette had mentioned Sprint's continued belief that it has legitimate grounds for dlsputing the unpaid invokes for its VolP traffic, and slmllarty, CenturyLink contlnues to believe that Sprint Is not entitled to withhold amounts owed as a self-help means of clawlng back amounts that had been previously paid on prior Invokes. I know this isn't the answer you I L

I I1 D Time f'42 I1 3 5. ARI- I?** I. 11 1 27 11 DO Ir 112I'Ed-C.CC 11 were hoping to get but h$%fy he padies w!t% ablelo put tf%vKfb kspuh behind &em before foo much longer. 1 will be gone the rest of today and tomorrow, so if you need to contact someone here, I would invite you tu give Mike Hunsucker a call,

Best regards,

8it1 Wathins

From: Watklns, BIll Sent: Friday, April 27, 2012 4:27 PM To: 'Lawson, Wllllam ELEGY Subject. RE: Sprlnt Orderlng PrIvlleges - Centutyllnk

I sent a Calendar Invita!iun to Mike Wunsucker for 9:30 on Tuesday, but I don't know yet if he can make it. Can you provide a conference bridge?

Sprint Is certahly free to take whatever action it feels Is needed, but I don't think the legal landscape has changed slnce both partles argued about ordering privileges In MN,which Sprint eventually withdrew. 1 Bllf w.

f From: Lawson, WIlllam (LEG] ~mail~:Bret,Lawsan~sorlnt.com~ Sent: Frlday, April 27,2012 4:lO PM To: Watkins, Bl11 Cc: Luehrlng, Janette W [LEG] Subject: RE Sprint Ordering Privileges - CenturyLink

Thank you EIH. Have you had any input from Mlke? Can we agree to dlseuss this by the end of buslness on Tuesday, May 1,20127 Please provide thes when you and/or Mike are avairable. If we are unable to resolve this Issue, than Sprint wfft need take additlonal steps to address the order rejections.

Thank you.

Bret 913-315-9405 ---- f From: Watklns, Bill ~ailto:3111.F.WatkIns~CenturYUnk.com~ I Sent: Thursday, April 26,2012 2:02 PM I To: Lawson, William [LEG] Cc: Luehrlng, Janette W [LEG] Subjeck RE: Sprint Orderlng Privileges - CenturyUnk i Bret, tI Thanks for the additional details. I will forward this on to Mike as a remlnder. - Bill W. i

From: lawson, Wll[lam [LEG] ~mailto:3ret.lawson~s~ri~t.com~ Sent: Thursday, April 26, 2012 1:09 PM To: Watklns, BIH Cc: Luehrlng, Janette W [LEG] Subject, Sprint Ordering Privileges - Centurythk

2 47

Bill, Please let us know when a good time to talk is. Janette and I are available after 3 p.m. today if possible,

Here are the rate centers we discussed:

RATE CENTER STATE LATA OSAWATOMIE KS 524 SPRINGHILL KS 524 ATKINS AR 528 DOVER AR 528 NAVASOTA TX 560 1 I Here are the circuits for which Sprint has received rejects. i i

Arkansas Circuits t

Circuit 69580393 -Local Tandem connedlon for both rate centers in Arkansas Clrcult 69580467-Access Tandem for both rate centers in Arkansas I I Kansas Circuits 1 ; Circuit - 65793095 - Gardner Local Tandem for Osawatomle and Springhill. i Circuit - 70560984 -Access Tandem 1 Circuit - 65722565 - SprInghill End Office Texas Circuh I Circuit - 75497114 - Navasota End Office i I From: Watkins, Bill ~mailto~Bill,F,Watkins~Centurv~k.corn] Sent: Thursday, Aprll19, 2012 408 PM i To: Lawson, William (LEG]; Luehring, Janette W [LEG] subject. Spdnt Ordering Privileges - CentuFyUnk Bret and Janette, i 1 made Mlke Hunsucker aware of your Inquiry yesterday about the recent placement of orders that were rejected In TX, KS and AR. Mlke Indlcated that he was going to discuss it with some additional folks in the Wholesale management group, and get back to me. I will let you know as soon as I hear anythlng. In the meantime, can you provtde any if addittonal details of the orders (e.g. routes or service areas, types of facilities, etc.) that would make It easier to identify the orders h questlon, so that any deckJon can be acted upon qulckly, If needed. Thanks. i 131II Wa t kins Assoc. Gen. Counsel I CenturyLlnk 5454 W. 1 f 0th Street I! Overland Park, KS 6621 1 , [email protected] 913.345.6687 office !

3 11 -14 55 AM Read Ifdt201.3 11 4-i 27 RU OoCkcl 12,a64-C OOC I t 48

I I This e-mall message and any altachments are confidentlal and are intended only for the named recipient@) and contain intormatlon [hat is subject to the atlorney client privilege and I or the attorney work product privilege or may be exempt from disclosure under applicable law. If you have receIved this message In error, or if you are not the named reclpht(s), please immedjately notify the sender at (913) 345-6687 and delete this email message from your computer.

This a-malt may contah Spdnt Nadel ptoprlelary Infamallonlnlended lor Ihe sole use orthe redplenl(s). Any use by olhers Is piahiblted. If you are not Lhe Lilended recfplenl, plsase conlac1 the ssnLr and delele aU copies alhe message.’

Thls emall may conlab S@nl Elexlel pmprtelary tnlormalion lnlended for hesole use of the iecipIenl(s). Any use by others Is prohlbiled. llyau are not the hlnnded reclphnt, please contact me sender and defefe all coples of lho message.

Thls email may conlaln SpdnlNexlat proprlelarjlnforrnedon Intunded for the sole use of Ihe redplenl(s). Any use by others Is prohiblled. [Iyou are not Iha lnlended teclpient, please conlad lha sender and delela all coples of the message.

4 49

CERTIFICA'I'E OF SERVICE

I Iicrcby cedi@ [hat on January 4,201 3, a true and correct copy of the Ibregoing has been served via US. innil and elcctronicalty upon:

Susan S. Masterton Kuthcrine M,Bums Senior Corporate Counsel State Regulatory Manager Ccntury Link 4 I I South Victory, Suitc 206 3 15 South Calhoun Street, Suitc 500 1,ittle Rock, RK 7220 1 'Ihllnhassce, PL 32301 Td: 501-372-0203 TcI: 850-599-1 5GO kathcrine.mclnnc~~cwltury1in kxom susan.mustcrtoti(i3ccnturvlin k.com

Ru tlerSnow 10246594~1 APSC FILED Time: 21732013 f2:14:34PM. Recvd 21812013 12-14.1f PM:Docket 12-0644 Doc. 18 50

STATE OF ARKANSAS ARKANSAS PUBLIC SERVICE COMMISSION

Sprint Communications Company L.P. 1 1 Comptainant, 1 1 Y. 1 1 CenturyTel of Northwest Arkansas, LLC, 1 Docket No. 12-064-C d/b/a CenturyLink, I 1 Respondent 1 1 1

Rebuttal Testimony Of James Burt

February 8,2013

i :WSC FILED Tune- 21tU2013 I2 14 34 PM. Recvd 218/2013 12 13-11PM, Oockel 12-U64-C-Doc. I8 51

1 Qd PIense state your name and business address.

2 A, My name is James R. Burt. My business address is 6450 Sprint Parkway, Overland Park,

3 Kansas 6625 I.

5 Q* Are you the same James R. Burt that submitted Initial Tcstimony un January 4,

6 2013? i 7 A. Yes,

9 Q4 What is the purpose of Sprint’s Rebuttal Testimony?

I io A, The purpose of my Rebuttal Testimony is to respond to the CenturyTel ofiNorthwest

11 Arkansas, LLC (“CenturyTel”) Reply Testimony of Guy E. Miller, IK Ms, Amy

12 Clouser is also filing Rebuttal Tatimony for Sprint discussing Mr. Mifler’s testimony

13 regarding the Voice over Internet Protocol (“VoJP”) dispute and to clarify that that

14 dispute is not related to the invoices for services related to the party’s ICA.

16 Q* First, Mr. MilIer discussed other actions than this one, Please describe the three

17 separate actions between the parties, inchding this one.

! 18 A. Sprint filed this complaint before the Arkansas Public Service Commission

19 (I(Commission”) in response to CenturyLink’s refusal to process orders pursuant to the I 20 parties’ Interconnection Agreement C‘ICA’’). There are two federal lawsuits filed by

21 CenturyLink against Sprint pertaining to a VoLP dispute between the parties. The

22 Virginia case involves claims under the parties’ interconnection agreements and access

23 tariffs for the legacy Embarq telephone companies. The Louisiana case involves claims

2 .\PSC FILED Time 2/812013 12-14 U PL. Recvd 21812013 12 14.11 PM Oackel tZ-i164-C-Doe.f8 52

1 under CenturyLink’s legacy CenturyTel access tariffs. Century Link is the new name for

2 the combined legacy Embnrq and legacy CcnturyTel companies.

4 Q* On page 6-7, Mr. Miller sumniarizes the dispute behveen Sprint and CenfuryTel.

5 Do you agree with his characterization?

6 A. No. Mr. MiIler discusses at length a VoLP dispute between the parties that is the subject

7 of a Louisiana lawsuit. CenturyLink claims that the VoIP dispute is the basis of its

8 refusal to honor the terms and conditions ofthe ICA between the parlies in Arkansas, The

9 Arkansas dispute, however, is whether or not CenturyTeI is violating the terms of the

10 Arkansas ICA - not at all about the VoIP dispute,

12 Q. Please explain the issue that Sprint is asking be resolved in this complaint

13 proceeding,

14 A. Sprint is claiming that it is wrong for CenturyLink to refuse to provision Section 251 f 15 interconnection trunks pursuant to the parties’ ICA. CenturyLink’s refusaI to provision 1 16 the trunks is based on a separate and unrelated interstate and intrastate tariff lawsuit filed I 17 by CenturyLink against Sprint regarding a VoP dispute. The lawsuit is for traffic

10 delivered to CenturyLink by Sprint over access trunks. The lawsuit is in no way related

I9 to the Section 251 interconnection trunks Sprint is attempting to order pursuant to the

20 parties’ ICA.

3 15363283Vl

I 53

Q, In footnote 1 on page 7 and on pages 15-17, Mr. MitIer references a court order regarding a Virginia law suit. Did Mr. Miller provide an accurate dcpiction of the

status of that case?

A. No. First, Mr. Miller discussed the matter as if it were completed. What Mr. MilIer

failed to mention is that the case is under appeal with the 4Ih Circuit Court of Appeals.

Sprint does not dispute that the parties are involved in the Virginia lawsuit and the case

speaks for itself. Second, that case is not relevant to this dispute. That case involves

claims by different CenturyLink entities, legacy Embarq companies, regarding I compensation fir VOW traffic under interconnection terms contained in agreements with

10 the CcnturyLink legacy Embarq entities, The ICA at issue in this case with the Iegacy

11 CenturyTel Arkansas entity does not include the language at issue in the Virginia case. I

12 have included as Attachment JRB-2, portions of the Virginia lawsuit inchding the

13 complaint and the exhibit listing the ICAs.

15 Q. . On page 7-8, Mr. Miller states that the embargo of Sprint’s ordering rights is

I6 consistent with the parties’ XCA Artide III termination language. WouId you

L7 agree?

ia A. No. While I am not nn attorney, the language referenced in Mr. MilIer’s tcstimony

19 dpesn’t say anything about refusing to process Sprint’s orders if there is an unrelated

20 tariff dispute. The language referenced by Mr. MiIIer stntes that either party to the

21 agreement can terminate the agreement in the event oE a default of the terms ofi the

22 agreement upon adequate notice. There is no default under the current ICA. CenturyTel

4 APSC FILED fiilne- 2i8/2013 i2-14 34 PEA Recvd 2/8/2013 I2 i4-11 PM Docket 12,064-C.Ooc 18 54

1 did not notice Sprint of any default under the ICR and has not claimed an amount due

2 under the ICA.

4 Q- Mr. Milk references Article V, 3,2.1 and 4.3.3 of the ICA claiming that the

5 Ianguage is referencing the switched access carried over FG-D trunks that is the

6 subject of the Louisiana case. Is his characterization of the language accurate?

7 A. No. Both of the sections referenced by M. Miller pertain to what is known as exchange

8 access traffic that is transported over local interconnection trunks, neICA uses two

9 additional phrases to describe exchange access, "Switched Access Services to Access

10 Service customers via B CenturyTel access tandem" in Article V, 8.1.1 and a similar

I1 phrase, "Switched Access Services jointIy provided by CenturyTel and Sprint" found in

12 the ICA in Article V, 8.2.1. The difference between the switched access that is the

13 subject of the Louisiana lawsuit and the exchange access referenced in the ICA takes into

I4 consideration the entities that are the billing parties and the type of entity they are

15 billing.

17 ClearIy the Louisiana lawsuit is based on CenturyTel billing Sprint access charges in

38 relation to Sprint's capacity as an interexchange carrier. However, there is no billing by

19 CenturyTel to Sprint for exchange access service. Under the ICA, exchange access

20 scrvicc is jointly provided switched access that both Sprint, in its capacity as a CLEC

21 access provider, and CenturyTel provide to interexchange carriers (YXCs''}. Put anofher

22 way, exchange access is switched access traffic that is routed over Section 251

23 interconnection tds, but is not exchanged between CenturyTcl and Sprint and is not

15363283vj 0PSC FILED Line- LIiU2013 12 14 34 PM.Recvd 2812013 12.14-1I PM- Docket 12-084-C Doc. IS 55

1 billed to Sprint by CenturyTel. Sprint routes exchange access traffic between Sprint end

2 users and IXCs, in this instnnce through Ccntury’TcI. For example, a long distance call

3 from a Sprint end user that is presubscribed to an IXC (such as AT&T, for example)

4 would be routed over the Section 251 interconnection trunks between Sprint and

5 Ceniury’rel to CenturyTel’s access tandem and then to the IXC. In the other direction

6 exchange access would result when an IXC’s customcr is calling a Sprint end user. The

7 IXC would deIiver the traffic to thc CenturyTcl access tandcm and then CenturyTc1 t

e would deliver the call to Sprint over the Section 251 interconnection trunks. CLECs

9 generally do not have direct access facilities to the IXCs which is why the calls are routed

10 over the Section 251 interconnection trunks to the LLEC’s access tandem and on to the

I1 LXC. Sprint as a CLEC and CenhuyTel as an ILEC both bill the IXC for the exchange I

12 access pursuant to their respective access tariffs. Sprint and CenturyTcl do not bill each

13 other for this exchange access traffic. Attachment JRB-3 is a diagram to Nustrate this

14 traffic flow in comparison to the flow of traffic that is subject to the Louisiana lawsuit.

Are you stating that there is a diHerence between exchange access and the switched

17 access that is the subject of the Louisiana dispute? PIease elaborate.

18 A. Yes. There is a difference between exchange access that is carried over the Section 25 I

19 interconnection trunks pursuant to thc ICA and the switched access trafic carried over

20 trunks pursuant to CenturyTcI acccss tariffs that are the subject of the Louisiana dispute.

21 22 Section 3( 16) of Act defines exchange access as follows: 23 t 24 “Exchange Access - The term ‘exchange access’ means the offering of access to 25 telephone exchange services or facilities for the puipose of the origination and 26 termination of telephone toll services.”

6 FlLED nine: 2/8r2013 1214’34 Recwd 210iZ013 12 14 11 Oocket 12-064-C-Doc.I6 ,\PSC PM. PM 56

2 Thc ICR does not define exchange access, but it does refer to it using the phrases I

3 provided above. In addition to the phrases I provided above, the ICA defines Switched

4 Access Service. Within the context of the ICA, Switchcd Access Service is cxchangc

5 assess as I’ve described it.

6 7 i .25 Switched Access Service E 9 The offering of facilities for the purpose of the origination or termination of IO traffic to or from Exchange Service cuslomers in a given area pursuant to a 11 switched ~ccesstariff. Switched Access Services include: Feature Group A, 12 Feature Group B, Feature Group C, Feature Group D, 800 access and 300 access 13 services. i 14

15 Q. Is there ICA language beyond what Mr. Miller provided in his testimony fhat

16 supports your position that the ICA references made by Mr, MilIer are references to

17 exchange access - access traffic between Sprint and IXCs, not between Sprint and

18 Cen tu ryTeI? ! 19 A. Yes. T have inserted below all of Article V, 4,3 so as to maintain the context of the

I 20 language. Section 4.3.3 is consistent with my explanation of exchange access. I have

21 underlined the reIevant language and also boIded the language that makes it dear that

22 exchange access is billed to IXCs by both Sprint and CenturyTel, as I described above, I

23 and not billcd to Sprint by CenturyTel. Mr, Miller’s attempt to characterize this

24 language to describe the switched access that is the subject of the Louisiana lawsuit

25 attempts to isolate cerlain sentences of the ICA taken out of context of the agreement as a

26 whole, and is just plain wrong, Keep in mind when reviewing the cxcetpts beIow that

7 ,&PSCFILE0 fiine- 2/8/2013 12:14-34Phl. Recvd 2812013 I2 I4 11 PM- Oocket 12.~64-c.~~~I8 57

1 Sprint adopted the AlItel-CenturyTel interconnection agreement, so you should read

2 “Sprint” in place of “Alltel” in the agreement excerpts that follow:

4 4.3 Trunking Requirements.

5 In accordance with Article 111, Section 12, it will be necessary for the Partics to 6 have met and agreed on tmnking availability and requirements in order for the 7 Parties to begin exchange of traffic,

a 4.3.1 Thc Partics agee to establish trunk groups of sufficient capacity from the 9 interconnecting facilities such that trunking is avaihble to any switching 10 center designated by either Party, including end offices, tandems, 911 ! 11 routing switches, and directory assistancdopcrator service switches. The 12 Parties will mutuaIly agree where one-way or two-way,trunkingwill be 13 available, The Parties may use two-way trunks for delivery OG LocaI 14 Traffic or either Pnrty may elect to provision its own one-way trunks for 15 delivery of Local Traffic to the other Party. If a Party elects to provision 16 its own one-way trunks, that Party will be responsible for its own expenses 17 associated with the trunks. ia 4.3.2 ALLTEL shall make available to CenturyTel trunks over which 19 CenturyTel shall terminate to end users of ALLTEL-provided Exchange 20 Services, LocaI Traf5c and intraLATA to11 or optional EAS traffic 21 originated from end users of. CenturyTel-provided Exchange Service.

22 4.3.3 ALLTEL and CenturyTel shall, where applicable, make reciprocdly 23 available, by mutua1 agreement, the required trunk groups to handIe 24 different trafic types, ALLTEL and CenturyTel will support the 25 provisioning of trunk groups that carry combined or separate LocaI Traffic 26 and intraLATA toll and optional EAS traffic. CentuwTel rcquires 27 separate trunk mourn from ALLTEL to originate and terminate 28 interLATA calls and to provide Switched Access Service to 1x43. To the 29 extent ALLTEL desires to have any TXCs originate or terminate 30 switched access traffic to or from ALLTEL. using iointly provided 31 switched access facilities routed throuRh a CentwTeI access tandem. it is 32 the responsibility of ALLTEL to arrange for such TXC to issue on ASR to 33 CenturvTeI to direct CenturyTel to route the traffic. If CenturyTcl does 34 not receive an ASR from the IXC, CenturyTel wiII initially route the 35 switched access traffic between the IXC and ALLTEL. If the IXC 36 subsequently indicates that it does not want the traffic routed to or from 37 ALLTEL, CenturyTeI will not route the traffic. I

38 4.3.3.1 Each Party agrees to route traaic only over the proper 39 jurisdictiod trunk group,

8 .WSC FtLED Erne. UUl2013 12 14-34PM. Recvd U8IZ013 12:14'1 I PM, Oocrtet 12-~4+C~RacI8 58

4.3.3.2 Each Party shall only deIiver traffic over the local interconnection trunk groups to the other Party's access tandem for those publicly- dialable NXX Codes scrved by end offices that directly subtcnd the access tandem or to those wireless service providers that dircctly subtend the access tandem.

6 4.3.3.3 Neither Party shall route Switched Access Service traffic over 7 local interconnection trunks, or Local Traffic over Switched 8 Access Service trunks.

io Q. Is there udditional ICA Ianguage that supports your explanation of exchange

11 access?

12 A. Yes. Article V, 8. Meet-Point Billing (WE)supports my explanation of exchange

13 access, Article V, 8 which I have inserted below, explains how Sprint and CenturyTd

14 bill the IXCs (access customers) for exchange access pursuant to their respective tariffs.

15 I have bolded the relevant language,

16 8, Meet-Point BilIing (MPB).

17 8,1 Meet-Point Arrangements. 18 8.1.1 The Parties may mutually establish MPB arrangements in order to 19 provide Switched Access Services to Access Sewice customers via a 20 CenturyTel access tandem in accordance with the MPB guiddines adopted 21 by ahd contained in the Ordering and Billing Forum's MECAB and 22 MECOD documents, except ns modified herein and as described in 23 Section 3.2.3 'for Interim Portability.

24 8.1.2 Except in instances of capacity limitations, CenturyTeI shall pmit and 25 enable ALLTEL to sub-tend the CenturyTel access tandem(s) nearest to 26 the ALLTEL Rating Point@) associated with the NPA-NXX(s) tolfrom 27 which the Switched Access Services are homed. In instances of capacity 28 limitation at a given access tandem, ALLTEL shall be allowed to subtend 29 the next-nearest CenturyTd access tandem in which sufficient capacity is 30 available.

31 8.1.3 Interconnection for the MPB arrangement shalI occur at the IP.

32 8.1.4 Common Channel Signaling shall bc utilized in canjunction with MPB 33 arrangements to the extent such signaling is resident in the CenturyTel

34 access tandem switch. t APSC FILED fime: XU2013 12,143 34 PM:Recvd 218i2013 I2 14 11 PM Dockel 12-iI64.C-Doc. 18 59

I 8. I .5 ALLTEL and CenturyTel will use diligent efforts, iridividualIy and 2 collectivdy, to maintain provisions in their respective federal and

3 state access tariffs, ’ andlor provisions within the National Exchange 4 Carrier Association (NECA) ’Tariff No. 4, or any successor tariff, 5 sufficient to reflect this MP3 atmngcrnent, including MPB percentages.

6 8.16 As detailed in the MECAB document, ALLTEL and CcnturyTel will, in a 7 timely fashion, exchange a11 information necessary to accurately, 8 reliabIy and promptly bill Access Service customcrs for Switchcd 9 Access Sewices traffic jointly handled by ALLTEL and CenturyTal 10 via the meet-point arrangement. Information shaH be exchanged in 11 Exchange Message Record (EMR) format, on magnetic tape or via a 12 mutually acceptable Electronic File Transfer protocol. i 13 8.1.7 ALLTEL and CenfuryTel shaII work cooperatively to coordinate 14 rcndcring 06 Meet-Point hills to customers, and shall reciprocally I5 provide each other usage data and related information at the appropriate 16 charge.

18 Q* On page 9, Mr. MilIer references the November 23,2003, deposit request Ietter and

19 claims that hecause it incIudcs the word “canfracts,” the ICA incorporates the

20 access tariffs that are the subject of the Louisiana lawsuit. Please rcspond.

21 A. Mr. Millcr’s claim is wrong. I don’t dispute that the word “contracts” is included on page

22 two as Mr. Miller states. But, that reference supports Sprint’s argument that the dispute

23 letter covers both Embarq and CenturyTel disputes and that the Embarq disputc is an ICA

24 and tariff dispute and the CenturyTeI dispute is onfy a tariff dispute. Ms. Clouser

25 provides additional testimony on the different BANS used by CenturyLink, but, page

26 thrcc of the letter clearly shows that the Embarq dispute relatcs to both an ICA dispute

27 (the “CL BAN” column) rind a tariff dispute (the IXC BAN column) and that the

213 CenturyTel dispute is only a tariff dispute identi‘fied as the KCBANS column. In other

29 wards, the word “contract” that Mr. MiIIer points out is in reference to the Embarq

30 dispute, not the CenluryTeI dispute, The same is true of Mr. MilJer’s contention that the

10 APSC FILED Tine: 21812013 12-14-34PM.Recvd 2l8n013 12.14 11 PEA. Oocket 12 064-C-Doc I8 60

1 rcfercnce to ASRs and LSRs must mean the dcposit request and the embargo covers ICA

2 scrviccs. The letter covers both the legacy Embarq and legacy CenturyTeI dispute. Sprint

3 did dispute charges under both the ICAs and tariffs with the legacy Embarq entities, but

4 only disputed tariff charges with the legacy CcnturyTcl cntitics.

6 Q. Mr. iMillcr goes on to reference page 1 ob the dispute Ietter and its inchion of the

7 terms "IXC billing account numbers (BANS) as wet1 as loca1 BANS." Please clarify

I a these references.

9 A. The references cited by Mr. Miller are also appropriately included in the dispute letter.

10 But, they do not support the contention that the issues in the Louisiana lawsuit are the

11 same as the issues in the Arkansas ICA dispute. Again, the dispute letter addresses both

12 disputes between Sprint and CenturyLink, the Embarq dispute which included traffic

13 covered by both CLEC BANs aad IXC BANs and the CenturyTel dispute that only

14 covered IXC BANs. The Iocd BAN reference fiom page one of the dispute letter refers

15 to the CLEC BANs identified on page three of the letter that are identified as part of the

16 Ernbarq dispute, not the CenturyTd dispute. There are no CLEC BANs identified on

17 page three of the letter with respect to CenturyTeI, only IXC BANS. In fact, and as

10 explained by Ms. Clouser, CenturyLink established the BANS such that the charges to the

19 CLEC for ICA services are billed on the "CLEC BAN' and charges to the IXC for tariff

20 services are billed under the "IXC BAN."

11 1 Q. On pagc 10, Mr. Miller makes a reference to FGD trunks and suggests that because

2 that term was not uscd in the dispute letter, it does not support Sprints

3 interprctation of the dispute Ietter. Please respond.

4 A. Mr. Miller is attempting to support CenturyTel’s position with respect to the

5 interpretation of the dispute letter by stating the Mer doesn’t mention FGD trunks. I am

6 a bit surprised at this “red herring’’ argument by Mr. MiIler. Mr. Miller certainly

7 understands that the access traffic tariff disputes that are the subject of the Louisiana I

a lawsuit utilize what is commonly known as FGD trunks - whether stated in the dispute

9 letter or not.

If Q. On pagc 13, Mr. MilIer attempts to explain Sprint’s motives for bringing this

3.2 complaint before the Commission. PIease respond.

13 A. Sprint made it perfectly clear why it filed its complaint when it did and the reason for its

14 urgency. There had to be a causc for action in Arkansas, and it didn’t exist until Sprint

15 needed to order the local interconnection bunks to enable Suddenlink to enter the local

16 market. With respect to Mr. Miller’s suggestion that Sprint doesn’t have an urgency to

17 resolve the VoTP dispute, I: can only say that Sprint is party to the lawsuits and has no

18 control over the resolution timeframes - any more than CenturyLink does.

20 Q. On pages 13 -15, Mr. Miller attempts to refute your argument regarding

23. CenturyTeI’s motives in refusing Sprints local interconnection orders. How do you

22 respond?

12 62

1 A. The VoIP dispute is the claimed basis for CenturyTel’s refusal to process local

2 interconnection orders. My testimony addresses the clear motive of CenturyTcl to keep a

3 competitor like Suddenlink out of its markets. I nor anyone can blame CenturyTcl for

4 using the VoIP dispute as the basis for keeping a competitor out of its markets. But, the

5 arguments being made by CenluryTeI using the ICA language as pointed out by Mr.

I 6 Miller shows just how far CenturyTel will go to keep Sprint and Suddenlink out oft

7 CenturyTel’s markets. t

9 Q* You have made several references to the Louisiana lawsuit. Is there any mention of

10 the Arkansas ICA within the lawsuit filed hy CcnturyTel?

IL A, No. As compared to the lawsuit filed by affiliated CenturyLink companies in Virginia,

12 the Louisiana lawsuit does not make an ICA claim - the Virginia lawsuit contained one

13 claim, Breach of Contract, and in compwison the Louisiana lawsuit alleges onIy I 14 violations of CenturyLink’s tariffs and the federal Communications Act. CenturyLink

15 included a list of the legacy Embarq ICAs as an exhibit to the Virginia lawsuit and a

16 sample EA. CenturyLink attached only a list of &e various state and federal tariffs to its

17 Louisiana lawsuit. It is dear based on the deposit letter and the claims made in the la Louisiana lawsuit that the ICAs are not part of the VoIP dispute with the legacy

19 CenturyTel entities, including the Arkansas entities. The implication of;the ICAs is just

20 an after-the-fact rationale used to support CcnturyLink’s refusal to process Sprint’s

21 Section 251 interconnection orders and keep Sprint from competing in these markets, I

22 have attached the Louisiana lawsuit as Attachment W-4.

I3 .iPSC FILED $me: 218I2013 12'14 34 PM:Recvd 21812013 12 14 11 PM. Ooclrel 12-iI664~C-DoCiS 63

1 Q. How should the Commission resolve this complaint?

2 A. The Commission should not embrace CenturyLink's attempt to turn the tariff-based VoIP

3 traffic compensation dispute into an ICA dispute. The Commission should declare that

4 CenturyLink violated the parties ICA by uniIatera1ly refusing, without sufficient and just

5 cause under the ICA, to process new service orders. The Commission should order

6 CenturyLink to immediately begin to process Sprint's trunk orders pursuant to the

7 parties' ICA.

9 Q* Does this conclude your Rebuttal Testimony? io A, Yes,

14 I

f5363283vl 4PSC FILED Time' 2ii?lZ013 1214 ,A4PM: Recvd 21812013 12:14-11 PM- Docket t2-d64-C.Doc 18 64

STATE OF ARKANSAS ARKANSAS PUBLIC SERVICE COMMISSTON Sprint Communications Company L.P. 1 1 Complainant, 1 1 Y. 1 1 CenturyTel of Northwest Arkansas, LLC, 1 Docket NO. 12-064-C d/b/a CenturyLink, 1 1 Respondent 1 1 1

Attachment JRB-2

Rebuttal Testimony Of James Burt

February 8,2013

I 65

CENT- TELEPHONE COMPANY OF YIRGlNIA, a Virginia corpomtfon,

UNITED TELEPHONE SOUTHEAST LLC,a Virgiaia Udted UabiUty company,

EMBARQ PfiORlDA, INC., a Florfda corporation, UNITED TELEPHONE COMPANY OF INDIANA WC,,an Indiana corporation, UMTED TELEPHONE COMPANY OF KANSAS, a Kansas corporatlon, UNITED TELEPHONE COMPANY OF 1 . EASTERN KANSAS, a Delaware 1 corporatJon, ) Clvfl Acff on No. UNLTED TELEPEONE COMPANY OF SOUTHCEIYTRAZI KANSAS, an Arlransas corporation,

EMBARQ MISSOW, LNC,, a Mssouri corpowtion,

EM3ARQ MINNESOTA, INC., II Minnesota corporaflon,

UNtTED TELEPHONE COMPANY OF TEE WEST, n DeIrtwnre corporation,

CENTRAL TELEPHONE COMPANY, a Delawarc corporation, UNITED TELEPHONE COMPANY OF NEW JERSEY, nVC,, n New Jersey corpor atton,

CAROLINATELEPHONE AND 1 TELEGRAPE COMPANY LLC, a North Carolina limited IiablIity corporation, 66

UNITED TELEPHONE OF OHIO, an Ohio ) corporation, 1 1 UNITED TELEPHONE COMPANY OF ) TmNORTHWEST, nn Oregon 1 corporation, 1 1 THF, UNITED TELEPHONE COMPANY 1 OF PENNSYLVANIA LLC, a Pennsylvania 1 Iirnited IlUabilIty corporation, 1 1 t UNLTED TELEPHONE COWANY OF ) THE CAROLINAS LLC, a South Caroilria ) limtted liability corporafIon, 1 1 UNITED TELEPHONE COMPANY OF 1 TEXAS, TNC,, a Texas corporation, 1 1 and 1 1 CENTRAL TELEPHONE COMPANY OF ) TEXAS, a Texas corporation, 1

PlalntifCs, 3 v. 1 1 I SPmTCOIMRIZMXCATIONS 1 COMPANY OF VmGINZA, mc*,a 1 Virginia corpordon, 1 SERVE: 1 Corporation Service Company 1 11 South 12th Street 1 Richmond, Virginla 23218 1 md 1 1 SPRIHT COMMUNICATIONS COMPANY 1 LP, a Delaware limited partnenhlp, 1 SERVE: 1 Secretary of the Commonwdth 1 1111 East Broad Street, Fourth noor 1 Richmond, Vlr&ih 1 23219 1 1 Defendants, 1 2 WAS H-%56239 1J 67

COMPLAINT

Plaintiffs Central Telephone Company of Virginia dlbla CenturyLink (“CenturyLink

VA I”), United Telephone Southeast, LLC. dhht CenturyLhk (“CenturyLink VA Il”), and the

oiher entities listed in the Fed. R Evid. IO06 Summary of CenturyLink Plaintiffs attached as

Exhibit A, cach of which also does business as CentuyLink (collectively, the ‘‘CmntLlryLhk

Haintiffs”), by counsel, respedfUlIy S~R~CPS follows for their Complaint against Defendants

Sprint Communications of Virginia, lnc, C’Sprint VA”) and Sprint Communications Company LP (“Sprint Communications”) (colIecliveIy, the “Sprint Defendants’’) . NATURE OF ACTION

I. This collection action for money damages, costs, and attorneys’ fees results from I

the Sprint Defendants’ refusal to pay more than $20 million in charges which they previously

agreed in writing to pay for the right to use the CenturyLink Plaintiffs’ Iocd telephone network facilities,

2. Every time II cuslomer of a Sprint Defendant makes a long distance call to a IocaI telephone customer of one of the CenturyLink Plaintifi, the CenhuyLink Flaintifts local

telephone network facilities must be used to compIete, or“tenninafe,” the dl. This is me with

respect to voice calls using Time Division Multiplcxing (‘TDM”) technology and voice calls that

we tronsmitted using Voice-over-Internet ProtocuI (VoIP’’) technology, 3. The Sprint Defendants both agreed to pay specified per minute charges (the

“Agreed Charges”) for use of the CentuiyLink Plaintiffs’ local telephone network facilities as set

forth in various written contracts known as interconnection ageements (“ICAs’l) entered into with each of the CenturyLink Plaintiffs (wllectivdy, the “Sprint ICAs”). An exmplc of the Sprint ICA9, the December 1, 2004 Master Interconnection Agreement for the State of Virginia I 68

(the “Virginia EA’’), is attached ;is Exhibit B. Each of the other Sprint ICAS is substantially

identical to the Virginia ICAs in all relevant respects.

4. Under each of the Sprint IUS, the Agreed Chnrges vary depending upon whether

the callers am located in the sme state (lttlrustnte eafic) or in different states (Interstate bafic), nnd upon whether !he cnll is a local call or an interexchange {long distance) call. For long

distance Intersfuie calls, the Agreed Charges for use of the CenturyLink Plaintiffs’ focal

telephone network facilities m based on tariffs that have been filed with and approved by the

Federal Communications Commission {the ‘FCC”)). For long dislance intrnstnle interexchange

caI13, the Agreed Charges for use of the CenturyLink Pfain6ffs’ locd telephone network facilities

are based on tariffs that have been filed with the applicable state commission and thercafkr I

become effectiveunder applicable state law.

5. The Agreed Charges specified in the Sprint lCAs apply regardless of whether the call uses the transmission format known as VoIP or the transmission format known as TDM.

Speclfically, the Sprint ICAs state as follows: Voice calls that are transmitted, in whole or in part, via ths public Internet or a private IF network (Yo?.shall be coitrpensaied irs the sum manner cf9 voice fraflc (E.&, reciprocal compensation, interstate access and intrestate access). Virginia ICA 138.4 (emphasis added).

6. At the time the Sprint ICAs were drafted, negotiated, and signed, the Sprint

Defendants and all of the CentuyLink PIaintiffs wew sister mmpanies and wholly owned subsidiaries of Splint Nextel Corporation (“Sprint Nextel”). Following the effective date of each of the Sprint IC&, the Sprint Defendants paid the Agreed Charges 11s provided in the EA, even after the CmtutyLink Plaintiffs were spun off in 2006 into a separate company known as Embarq Corporation (“Embarq”). 69

7. Effective July I, 2009, Embarq and its subsidiaries were acquired by Centusel,

rnc. C‘Cenwel”), a liouisiana corporation with its principal place of business located in Monroe, Luuisiana. Thereafter, the combined entity and its subsidiaries - including the

CenturyLink Plaintiffs -began doing business 89 VmturyLink.’’

8. Beginning in June 2009, the Sprint Defendants Iodgd a series of disputcs and - for the first time since the effective date of the Sprint ICAs - refused to pay the Agreed Charges, Beginning in June 2009, the Sprint Defendants also purported lo dispute - retroactivdy - amounts that had been paid previously, without dispute, dating back over the prior two years.

9, Thc Sprint Defendants now claim that they are still entitled to continue using the CenhuyLhk Plaintiffs’ local telephone network facilities but that - despite the clear language of the Sprint ICAA- they ace no longer obIigated to pay the Agreed Charges, In effat, the

Sprint Defendants have purported to rewrite the Sprint ICAs unilaterally, In place of the Agreed

Charges negotiated by the parties, approved by each appIicabIe State commission, and previously paid by the Sprint Defendants without dispute, the Sprint Defendants have now unilaterally substitukd the much lower rate of S.0007 per minute for use of th~CenturyLink Plaintiffs’ local telephone nctwork feciti ties. i IO, Just how much lower this rate is compared to the Agreed Chugcs is demonstrated by the Ped. R. Evid. 1006 Summary of Percentage of Agreed Charges for VolP-Originated

Traffic Disputed By the Sprint Defendmts Rebonctive to May 2007 attached as Exhibit C. As the s~rnmyshows, the effect of Sprint Defendants’ attempt to rewrite the contracts unilaterally

- and aRer the fact - is to reduce their payment obligations on VolP-originated traffic by

96 percent retroaclive to May2007.

5 70

11. Also beginning in June 2009, 8s invoices from [he CenturyLink Plaintiffs have

become due for payment, the Sprint Defendants have withheld payment even Wiul respect to

services about which they have raised no dispute, The Sprint Defendants have done so as L “sdf help” means of recovering - retroactive to May 1,2007 - the difference between $.0007 per

minute nnd the Agreed Charges previously paid !o &e CenturyLink Plaintiffs pursuant to the

Sprint ICAs, This withholding, which violates express provisions of the Sprint ICAs, has

resulted in no payment whatsoever from Sprint Defendanls on many invoices.

12. As dameges for breach of tbe Sprint ICAs, the CentuvLink Plaintiffs seek

recavery oftheunpaid and wrongfully withheld Agreed Charges owed by the Sprint Defendants, I

along with a sccurity deposit, late charges, interest, CQstJ, nnd ftttomcgs‘ fees pmant to the

Sprint ICAs and 47 U.S,C. 8 206. The total amount of Agreed Charges owed by the Sprint

Defendant3 8s of the end of October 2000 was over %20,000,000, and the amount is growing monthly with each invoice,

PARTIES

(The Cen tu ryL inlt PI a ii 1tiffs) 13. Each of the CcnturyLink Plaintiffs is incorporated in and does business in the states identified in the Fed. R EVjd, 1006 Summary of the CenturyLink Plaintiffs (Exhibit A hereto).

14 Each of the CenturyLink Plaintiffs is a “telecommunications carrier“ within the meaning of 47 U,S.C. 5 I53 (44).

15. As a “telecommunications carrier,” ench of the Centuryrjnk Plaintiffs provides

“telecommunicationssewice“ within the meaning of 47 U,S.C. 4 153 (461, including ‘Wephone exchange swice” within the meaning of 47 U.S.C. 0 153 (47) and “exchange accesa service” witbin the meaning of 47 USC, 4 I53 (16). In the Commonweakh of Virginia, for exmple, 6 WASH-6562391.7 71

CcaturyLink VA I and CenturyLink VA II provide ‘‘tdecomnunications service,” ‘Wephono

exchange service,” md “exchange access setvice” in various tdephone exchanges located in

both the Eastern nnd the Western Districfs of Virghia, In the Eastern District of Virginia,

Richmond Division, these exchanges we located in the Counties of Hanover, Goochland,

Lunenburg, Nottoway, and Prince Edwud. Like CenturyLink VA f nnd CentuyLink VA 11, eBch of the other CenfuryLink Plaintiffs provides ‘Yelecommunications service” - including “telephone exchange service” and ‘‘telephonetoll seTvice”- in the state identified in each Sprint

ICA to which it in a party+

16. Each of the CenturyCink Phintiff~is an “incumbent local exchange camcr,” a/k/n an “ILEC,” within ihe meaningof47 U.S,C. 251(h).

17, As BL~ILEC, each of the CenturyLink Plaintiffs has certain obligations under the Telecommunications Act of 1996. These indude allowing “any requesting telecommunications

carrier” to interconnect with its network

(A) €or the transmission and routing of telephone exchange service and exchange access; (B) almy technically feasible poht within the cder’s network; (C) that is at least equal in quality to that provided by the local exchange carrier to itself or to any subsidiary, affiliate, or any other party to whidi the carrier provides interconnection; and (D] on rates, terns, and conditions that are just, reasonable, and nondiscAninatory, in accordance with the terms and conditions of the agreement and tbe requiremmnb of this section and section 252 of this title. 47 U.S.C. 4 251 (c)(2). (Thc Sprlnt Defendants) 18. Sprint VA 1s a corporation organized under tho laws of Uie Commonwealth of Virginia with its principal place of business in Virginia.

7 WASH-6562391.7 72

19, Sprint Communications is a limited partnership organized under the laws of the

State ofDeIawsre with its principal place of business in Kansas.

20. Each of the Sprint Defendants is a "telecommunicalions carrier" within the meming of47 U.S.C. Q 153 (44).

21. Each of the Sprint Defendants provides 'YeIecommunications service" within the meaning of 47 U.S.C. 4 153 (46),

22. As a %lecommunications canier" providing '*telecommunicationsservice," eoch

of the Sprint Defendants is a''c0mrnon carrief' within the mcanhg of 47 UAC, 5 153(10).

23, The Sprint Defendants provide retail "telecommunications service" to business

and residential customers.

24, The Sprint Defendants also provide wholesale "tetecommunications sewico" on

behalf of '%ableoperators," as that term is defined by 47 U.S.C. 8 522{5), that seek to offer

telephone voice sewice in competition with more. traditional %lecommunications carriers." The

wholesale telecommunications services that the Sprint Defendants provide on behalf of various cable operators include the following:

8. connecting the cable operator's network to the telephone exchange service of telecommunications cam'ers; i

b. negotiating and entering into ICAs with local exchange carriers for thc use ofsuch telephone exchanges;

c. paying intercarrier compensation on behalf of the cable operators for

termination of their traffic, including exchnnge access and reciprocal compensation,

pursuant to such ICAs;

8 WASH-6562391.7 73

d. providing long distance telephone and other “telephone toll service”

within the meaning of 47 U.S.C. 4 I53(48); and

e. undertaking other tasks associaled with rendering 13 cable operator capable

ofplacing and receiving voice calls to and fhm thc networks of local exchange camers. (The CenturyLinlc- Sprint ICAs) 25. For the purpose of providing telecommunicntions senice at wholesale and retail,

one or more OF the Sprint Defendants voluntarily negotiated each of the Sprint ICAs pursuant to 47 U.S.C. $252(a)(l). The foregoing statutory section is one of a number of provisions of the 1 Telecommunications Act of I996 intended to encourage and indccd require interconnections

arnang teSecommunications companies.

26. Each of the Sprint ZCAs identifies one or more of the CentuiyLlnk Plaintiffs (inchding UleIr prsdecessors-in-interest) as an “hcumbent hcaf Exchange Cadet’ or “ILEC” within the meaning of the Telemmmunications Act, 47 U.S.C, f 25l(h), For example, the

Virginia ICA identifies CenturyLink VA I and CenturyLink VA 11 BS thc ZLECs obligated to grant Sprint VA md Sprint Communicntions access to their local telephana neborks in exchange for the promise by Sprint VA and Sprint Communications to pay the ApedCharges I set forth therein,

I 27. For the termination of jtiterstde long distance traffc, each OF die Sprint ICAs specifies, 89 the “Agreed Charges,” a tariffed rate that lias been submitted to snd approved by the FCC.

28. For the termination of tntrnslaie long distance traffic, emh of the Sprint ICAs specifies, as the “Agreed Chargea,” a tariffed rate that has been submitted to and approved by a

“State commission,” as that term is defined by 47 U.S.C,4 153 (41). For cxampie, pursuant to

9 74

the Virginia ICA, ?he “State commission” is the State Corporation Commission of the

Commonwealth of Virginia (the ”Virginia SCC”).

29. For interstate and intrastate traffic alike, the Agreed Charges apply regardress of

whether the traffic is transmitted using TDM or VOW technology.

30. In each state in which the CenturyLink Plainti& have entered into agreements to

provide the Sprint Defendants with interconnection service, the Sprint ICA has been submitted to

a State commission for approval pursuant to 47 U.S.C. 0 252(e)(l). For example, thc Virginia

ICA was submitted to the Virginia SCC for approval,

31, Tn each state in which the Sprint ICA has been submitted to a Stare wmmission For approval, the State commission haa Approved the Sprint ICA pursuant to 47 U.S,C,

5 252(c)(Z), For example, the Virginia SCC approved the Yirginia ICA.

32. With respect to each of the Sprint ICAs, the Fed, R, Evid. 1006 Summary of Sprint ICAs attached as Exhibit D sets forth: ! II, the conkact’s “Effective Date”;

b. the identity of the CenturyLink Plaintiff0 that is or ate the “incumbent

local exchange carrier(s)” or “JLEC(S)II;

c. the identity of each Sprint Defendant entitled to access the ILEC’s nehvodc fadlities pursuant to !he XCA; and

d. the “State codaion”that approved both the Agreed Rate and the ICA,

33. The Sprint ICAs contain a provision for dispute resolution (the “Sprint ICA Dispute Resolution Provision”), The Sprint ICA Dispute Resolution Provision permits but does not require dispute resolution by the “State commission” that approved the AgreerI Rate and the ! particular Sprint EA at issue. The Sprint ZCA Dispute Resolution Provision states that “any 75

dispute arising out of or relating to this Agreement that the Parties cannot Tesolve ~rtaybe

submitted to the [Statel Commission for molution.” ‘Virginia ICA 7 23.1 (emphasis added).

The Sprint ICA Dispute Resolution Provision also states that it “shall not preclude the Parties

from seeking refh?favdt~6lein airy otherf4rnm.” Virginia ICA ~23.1(emphasis added).

34, No “State commission“ identified in the Sprint ICAs anaward he CenhuyLink

Plaintiffs damages for the Sprint Defendants’ breach of their contmctud obligation to pay the

Agreed Charges. This Court, however, has the authority pursuant to 47 U.S.C. 0 207 to award

the CentutyLink Plaintiffs the damages to which they are entitled under the Sprint ICAs,

35. Every “State commission” referenced in the Sprint ICAs hes alrendy reviewed and approved their terms and conditions, including the Agreed Charges. The terms and conditions of the Sprint ICAs are unambiguous, as are the Agreed Charges incorporated by reference therein. I

36. The relief sought the Century Plainti% does not require the interpretation of by i any statutes, regulations, or rates by either the FCC or any “State eomrnis!ion.’‘ I 37. No single ”State cummission” has jurisdiction over a11 of the Sprint ICAs and the parties thereto,

38. The CenturyLink Plaintiffs’ dainnge claims arise out of VirtualIy identical provisions of the various Sprint ICAs and out of the same action by the Sprint Defendants to breach these TCAs. As a result, judicial economy is served -and the rcsources of the parties are conserved-by having this collection action resolved in one fomm. JURISDICTION AND VENUE ISubj ect Mat tcr Juris di c tlo n)

39. This Court has subject matter jurisdiction aver this Case pursuant to 28 U,S.C.

Q 1331 because the Sprint ICAs were fomed as L result of and In accordance with provisions of 11 WA3 H-6562301.7 76

the Telecommunications Act of 1996. These stntutory provisions include the mandatory

intcrconncction requirements to which ench of the CenturyLink Plaintiffs, ag M "JLEC" within

the meaning of 47 W.S.C. § 251(h), is subject by virtue of 47 U.S.C. 0 251(c)(2), The Sprint IC& involve easmtinl duties under the Telecommunications Act of 1996 and are the tools through which it is hnpleniented and enforced, The Sprint ICAs are creations offederal law and

bear the imprimatur of federal law. Ench Stnte commission that has reviewed nnd approved the Sprint ICAs -including the Virginia SCC, vhich reviewed and approved the Virghia ICA - has done so pursuant ta authority delegated to it by Congress pursuant ta 47 U,S.C,4 252(e)(l).

Subject mntter jurisdiction is therefore present pursuant to 28 U,S.C, 0 133 I under the rationale

of the Fourth Circuit's decision in Ferizon Mnryland, Inc. Y. Gtabal NAPS, lnc,, 377 F.3d 355,

364-65 (4th Cir. 2004),

40. "his Court also has subject malter jurisdiction over this mepursusnt IO 47

U.S.C. 5 207, which authorizes "m]ny person claiming to be damaged by any comon carrier subject to the provisions of this chhapter" fo "bring suit for the recwery of the damages for which

such common carrier may be liable under h provisions of this chapfer ,,, in any district court of the United States ofmmpetentjurisdictio n...." (Personal Jurisdiction)

41, Vlrs Court has persons1 jurisdiction over each of the Sprint Defendmts becatisa {hey conduct substantial and regular business in the Commoiiwealth of Virginia, because a

substantial part of their actions herein described occurred in and were d'irected toward Virginia;

and because Sprint VA is organized under !he faws of Virginia and has its principal place of business in Virginia.

12 WAS H-65 62391.7 77

(Venue)

42. Venue is proper in this Diatrict pursuant to 28 U.S.C, Q 1391(b) and (c) because a

substantial part ofthe events and omissions giving rise to the action occurred and continue to

occur in this District and because the Sprint Defendants conduct substantiai and rcgular business within this District.

43. Venue is proper in this Division pursutlnt to Local Rule 3(C) because a substantial

part of the events and omissions giving rise to the action occutred and continue to occur in this Division and because the Sprint Defendants conduct substnntial and reguler business within this Division. COUNT ONE: BREACH OF CONTMCT

(The Parties' Prior Course of Performnnce of thc Sprint TCAs) 44. The CenttsryLink Plaintiffs hercby incorporate by reference the foregoing

paragraphs 1 through 43.

45, Begh'ng with the Effective Date of each of the Sprint ICAs, and continuing

through the filing of this Complaint, the Sprint Defendenls have demanded and made use of the

CenturyLink Plaintiffs' interstate and intrastate access services in accordance with the tmsand conditions of each ofthe Sprint fCAs.

46. Beginning with the Effective Date of each of the Sprint JUS,and continuing

through the filing of this Complaint, each of the CenturyLirk Plaintiffs has provided at least one !

of the Sprint Defendnnts with both interstate and intrastate access services in accordance with the

terns and conditions of the applicable Sprint ICA.

47. Eegimhg with the Effective Dete of cach of the Sprint IC&, nnd continuing

through the filing of this Complaint, the CenturyLink Plaintiffs have submitted invoices for

13 WAS H-65623 n1 ;I 78

interstate and intrastate BCCCSS servicw to the Sprint Defendants (the “CenturyLink hvoices”).

Each of the CentmyLink Invoices:

a, was calculated in accordance with the terms and conditions of thc

applicable Sprint ICA, including the Agreed Chargcs contained therein;

b. accurately applied the Agreed Charges contained in the govedng Sprint

IC&

c. was based in part on federal tariffs that were filed with the FCC and

deemed lawful pursuant to 47 U,S.C. 3 204(a)(3); I

d. wag bnsed in part on state tariffs that were also compliant with nfl I applicable state laws, rules, and regulations;

I e. was based upon the same methodology and Agreed Chug= regardless of t

whcrher the calI was tmnsrnittd using TDM or VoIP technolafl, consistent with the

terms of the Sprint EA,

flhe Sprint Defendants’ Nohtce of AntIclpntory Breach, the CentuiyLInk Plaintiffs’ Demnnd for Cure, nnd the Sprint Defendants’ Refusal to Curc)

48, Beginning in June 2009, the Sprint Defcndants took the position that they were no

ionger obligatd to continuo paying the Agreed Charges set forth in Ihe Sprint KAS, Each of s

series of notices fmm the Sprint Defendants purporting to dispute their obligation to pay the

Agreed Cbwges, an example of which is attached as Exhibit E (the “Sprint Defendants’ Notice of Anticipatoiy Breach”), stated as follows:

[Each of the CcnturyLink PIaintifls] is assessing access charges to Sprint for traffic that otiginatea wing Voice-ovcr-Internet Protocol technology (VOP traffic) and that is routed over locat Interconnection trunks between Sprint and [the CenturyLink Plaintiffs]. The FCC has determined that VOIP traffic is interstate, therefore, under the terms of the interconnection agreement, the most that can be charged for VOlP trafi5c is interstate access, As such, Sprint has

14 79

subsequently re-rated this trafFic to the npplicable interstate rate for charges billed QII invoices dated 5/1/2007 to 413012009, 49. By certified letter dated August 20, 2009, a copy of which is attached a Exhtbtt F (the “CenturyLink PIaintiffs’ Demand for Cure’’), the CenturyLink Plaintiffs

explained in detail why the Sprint Defendants’ position was incorrect and why the Sprint

Defendants remained liable for payment of the Aped Chargca BS they had previously done

pursuant to the Sprint ICAs. The CcnturyLinkPlahtiffs’ Dmand for Cum aIeo insisted that the

Sprint Defendmts make full payment of the past dua Agreed Charges within sixty days, Le., by October 242009.

50. By letter dated October 6, 2009, u copy of which is attached 09 Exhibit G (the

“Sprint Defendants’ Refusal to Cure”), the Sprint Defendants responded as follows to the Centurytink Plaintiffs’ Demand for Cure:

In its Vonaga order, tha FCC declwed that Vonage’s Digital Voice service is on interstate service subject to the FCC‘s exclusive jurisdiction. The FCC hrther .stated that “[s]imiIarly to the extent that other VoIP services are not the same as Vonagds but share similar bnsic chrtrrtcferistics, we believe it highly unlikely lhaf Ule Commission wodd fail to preempt state regulation of those services to lha same extent.” The FCC hns mf estnblhhed the regulatory rides applicable to VoZP tmflcm Absenf stdc?i a ruling, Sprint believes that the coitpiisuth rat@ for VdP shdd be HO iiiore than $.0007/1~inule. Sprhi’s position is supportcd by the decisions ofmultiple courts and state commissiong, (emphosis added) (citations omitted).

51. Tho decision of the FCC in Yonage set forth in the Sprint Defendants’ Refisal to Cure was issued in November 2004 -before the effective date of all but one of the Sprint ICAs in which tlit Sprint Defendants agreed to pay the sme Agreed Charges regardks of whether the traffic is transmitted using TDM or VoIP technology.

52. The FCC’s November 2004 decision in Vonage provides no basis for the Spht

Defendants’ Refusal to Cum, 80

53. The Sprint Defendants’ excuse for withholding payment of the Agreed Charges,

as set forth in the Sprint Defendants’ Refwd to Cure, finds no support in and indeed violates

cxpress provisions of tho Sprint ICAs, as set forth hercin.

(The XCAs Obligate the Sprint Defendants to Pay the Agreed Chnrges Regardless of What Tntercnrrier Compensation RuIes the FCC May Eventually Apply to VoP Trafffc)

54. As the Sprint Defendants’ Refusal to Cure concedes, at no time since issuance of I

tlie November 2004 Yonage decision has the FCC determined that existing intercarder

compensation rules m not applicabie to VoIP traffic, Nor has the FCC cstablished

compensation rules for VdP trafic that are different fiom those that apply to traffic using TDM

technoloa. Regardless of whether and when the FCC ever does so, its decision could only

affect the Sprint Defendants’ prospective obligation to pay &e Agreed Charges set forth in the

Sprint ICAs. It could not affect the Sprint Defendants’ current or past contractual obligation.

55. By entering into the Sprint ICAs, the Sprint Defendants have contractuaIly agreed

that “~vJoicucalIs that are transmitted, in whole or in part, via the public Internet or a private IF

network (VoIP) shall be cortipensated in the same Itianiier as voice truffle (eg. reciprocal

compensation, interstate access and intrastate access).” Virginia ICA a 38.4 (emphasis added), 56. The Sprint Defendants’ current contractual obligation to p8y the Agreed Charges is not affected by how VOW traffic may - or may not - be treated in some future federal or

state tariff or regulation,

flhe Sprht Defendnnta Did Nat Comply With the Change of Law Provlsion of the Sprht IUS) 57, Each of the Sprint EAs was approved by the applicable State commission and

has an Effective Date a@ the November 2004 decislon of the FCC in Funage.

16 WASl85623P1.7

I 81

58. IF the Sprint Defendants' newfound interpretation of Vonnge had nny merit, they

could and shodd have raised this issue before negotiating, signing, and obtaining State

commission approvat of the Sptint IUS, Moreover, the fact that the Sprint Defendnnti paid the

Agreed Charges for inore than four (4) year5 after the Yomgs decision undermines the Sprint Defendants' claim that Vanage justifies their recent and continued non-payment, self-help, and

Refusal to Cure.

59. If the Sprint Defendants' newfound interpretation af Yonage had my merit, each

of the Sprint ICAs contains a provision whereby they could and should have sought and obtained

reuegotiation of the Agreed Charges. This provision (the "Change of Law Provision") states as folIows:

In the event of any amendment of the Act, any effective legislative action or my effective regulatory or jiidicial order, rule, regulation, arbitration award, dispute resolution procedures under this Agreement or other Iegal action purporting to apply the provisions of the Act to the Parties or in which the court, FCC or the [State] Commission makes a generic determination that is generally applicabls which revises, niorJiJieS or reverses the Applicable Rules (individually and colhtively, "Amended Rules'?, either Party may, by providing written notice to the other Party, regulre that the affected provishs of this Agrcemeut be reirepiiuted ?ti goad fdth uud tiils Agreenterit shall be amended accordingly withiti stWy (60) days offhe date of the ndce fo reflect the pricing, term arid condi%ons of aach such AitiendetiXuIes vstnting to my of theprovisloris in this Agreement. Virginia ICA 14,2 (emphasis added),

60. The Sprint Defendants have not provkled !he CenturyLink Plaintiffs with the

riotice required by the Change of Law Pinvision to seek renegotiation of the Sprint IC&.

61, Waving faifed to comply with the Change of Law Provision, the Sprint Defendants

are estopped from now nsserthg - long afier the fact - that they are excused from paying the

Agreed Charges set forth in the Sprint ICAs.

17 WAS H-6562 38f .7 82

(On its Face, the Vumge DcdsIon Has No AppIlcatIon to the Fixed VolP Traffic tlint the Sprint Defendants Are Sendfng tt, the CenturyLink PInIntiffs for Terminstion

62. The Yonage decision is irrelevanl to the Sprint ICAs because it Bppk only to nomadic VoP frafiic - not to the fixed VdP IraEc delivered by the Sprint Defendants to the CentuyLink PIdntiffs. The Vonuge decision thus has no bearing on the states’ ability to

PUC Y Federul Communkations Commission, 483 F,3d 570, 575 (8th Cir. 2007). Again,

Aoweveh ths Sprint Defmdanfi’ coirfracfualobligutim to pay the Agreed Charges Is trot

dependeat upon or affected &y any rrriitgs of the FCC. 63, Moreover, the position articulated in the Sprint Defendants‘ Notice of Anticipatory Breach and in the Sprint Defendants’ Refusal to Cure stands in direct contradiction I to Sprint Nextel’s recent nrgurnents io the FCC in Petition of nrne Warner Cable. In its March

2007 decision in Time Wurner, the FCC aped with Sprint Nextel’s position (at least at that

!imc) thnt tho fact that the underlying technology WBS VolP did not affect its classification aa

“telecommunications sewice.” In so ruling, the FCC also noted that Sprint Nexteh right lo I interconnection camed wifh it the obligation to pay compensation for services it takes, including

access charges, Agoin, Iiuwever, the Sprint Defendan&’ eoiitractrral obligat~oirto pny the

Agreed Charges is nor dependent upon nr aflecied by any ruhgs ofthe FCC.

phe SprintXAs Do Not Permit the Sprint Dekndaats to Offset Amounts PxevIousIy P‘dd fo the CenturyLlnk.Plalntiffs) 64. Each of the Sprint ICAs contains a provision (the “Contemporaneous Notice of

Dispute Provision”) which states that ‘{[a] copy of the dispute must be sent wifh the remittance of

the remainder of the invoice." Virginia ICA 7 7.3,

18 WASH-6582391.7 a3

65, At no time before sending their Notices of Anticipatory Breach beginning in June

2009 did the Sprint Defendants provide any notice that tliey disputed heir contractual: obligetion

to pay the Agreed Charges aa required by the Contemporaneous Notica of Dispute Provision of the Sprint IC&.

66. At no time before sending their Refusal to Cure on October 6,2009 did the Sprint

Defendants provide any notice that they disputed their contractual obligation to pay the Awed

t Charges 8s required by the Contemporanems Nothe of Dispute Prodslon of the Sprint ICAs,

67. By offsetting amounts previously paid to flia CentuyLink Haintiffs retroactive to

May 1, 2007 against the Agreed Charges reflected on more recent invoices, the Sprint

Defendants are viorating the Contemparanwus Notice of Dispute Provision of the Sprint ICAs.

(Damages Proximate?y Caused By Brench] I 68. The CenhmyLink Plaintiffs hereby incorporate by reference the foregoing

paragraphs 1 through 67.

69. Each of the Sprint ICAs is a binding contractual obligation of the Sprint

Defendant@) that agreed to it,

70. The foregoing acta nnd omissions by the Sprint Defendants constitute breach of their contractual obligations under the Sprjnt ICAs.

71. The Spirit Defendants' breach of their contractual obligations under the Sprint ICAs has caused and - unless It stops, will continue to cause - the CentqLjnk Plaintiffi to suffer damages, including unpaid Agreed Charga. 72. The Sprint Defendants' breach of their contractual obligations under the Sprint i 1CAs PISO makes them liable for payment of late charges, costs, Btiomeys* fees, and prejudgment interest.

I9 PRAYER FOR RELIEF

WHEREFORE, the CenturyLink Plaintiffs respectfully rcquest that this Court:

A. Adjudge and decree that the Sprint Defendants are liable lo the CenIuryLink Plaintiffs for breach of contract; B. Award the CenhlryLink Plaintiffs all dmiages proximately caused by tha Sprint Defendants’ breach, including unpaid Agreed Charges, and late charges pursuant

to the Sprint ‘ICAs, in an amount to be determined at Ida?;

C. Award the CenturyLink Plaintiffs pre-judgment interat, costs, attorneys’

fees pursuant to 47 U,S.C,5 206 and the Sprint ICAs, and such othm rcIief as thc Court

deems just and proper; mnd

D, Require the Sprint Defendants to provide the CenturyTjnk Plaintiffs with a security deposit anuor make payment into Court, pursuant to Fd. R. Civ. P. 67, of the

sum of at least Twenty Million and OI1110O Dohs ~$20,000,000.0Q}or such other

amount 85 is reasonably necessary to secure the Spn’nt Defendants’ payment obligations

under the Sprint ICAs pending hid.

DEMAND ROR JURY TIUAL The CenturyLink Plaintiffs demand kid by jury of all issues for which they are entitled

lo have ajuty decide,

20 WASH-8582391.7 85

Dated: Novcmbcr 16,2009 Respectfully submitted,

MichaeI J. Lockerby (VSB No. 24003) e-maiI: mtocketbv6?folev.coq Donna A. Bucella (VSB No. 261 80) e-mail: [email protected] Benjamin R. Drydm Jennifer Kea FOLEY & LAEDNER LLP Washington Harbour 3000 K Street, NW,Suite 600 Washington, DC ZOOW-5 I43 202,672,5300 202.672.5399 fox Bradley D. Jackson FOLEY & LARDNER LLP 150 East GiIman Street Madison, Wlscoosin 6o~m.4262 608258,4258 {fax) Noman J. Kennard THOMAS, LONG, NFESEN & KENNARD 212 Locust Street Suite 500 (P.0,Box 9500) Harrisburg, Pennsylvania 17108-9500 7 17,2557627 71 7.255.8278 fax Counsel for the CenturyLink Plaintiffs

21 WASH-6562391 86

Exhibit A t

I Case 3:09-cv-00720-REP Documel 1-2 Filed I1 /I 612009 Page 2 of 5 Fed. R. bid. 1006 Summan of CentuwLink Plaintiffs

.. Cenh~LinkPlaintiffs state of Doing Incorporation/ Business CentuwLiuk Contractim Pam Oreadzation h

Master Interconnection

RJ& 2 1 United Teleohone Souhast LLC t VA VA

3 Embarq Florida, Im2 'FL FL

United Telephone Company of Communic ati o as 4 hdiaua,Inc? IN IN Master hkrc onnec tion sprint United Telephone Company of Agreement for the State Communications 5 Kansas4 Ks KS of Kansas Feb. 2,2005 Company, LP

S@bt Communi4ou Company, LF is organized under the laws of DeIaware with its principaI place of business in &E.& Although the party named hthe Mater lntweonnection Agreement for the State of VMwas Sprint Communications Company of Virghii he, the agreement- signed by Sprint Commlmicatim Company, ZS. Sprint Communications Company of Virginin, he. is incorporafedin Virginia, EmbqFlorida, Inc. w formerly hown as Sprint Florida, he.,the party named in the Mast#. Interconnection Agrement for the Sate of Fbrida. It changed its name to Embarq Florida, Inc. in 2006. United Telephone Company of Indiana, Inc. was named in the Master Intmonuection Agtecment for the State of indianaas United Telephone Company of Indiana, he. WaSprint However, it no longer does business 8s Sprint. I United Telephone Company of Kansas was named in Ihe Master Inrerconnection Agreement for the State of Kansas as UnitedTekphone Campmy of Kausas dmra Sprint. However, it no longer does business as SpCint. Case 3:09-cv-00720-REP Docurnetii 1-2 Filed 1111612009 Page 3 of 5

CenturyLink PI intiffs Interconnection State of noing Sprint hcPrporation/ 3~illesS Interconnection Effective Contracting Orpanhiion ln Aereement Date Party Master Interconnection splint Agreement for the State communications OfKansaS Feb. I, 2005 Company, LP Master Wrconnec tion sprint Agreement for the State &ununications Feb. 1 2005 Company, LP Master Intercomecfion Agreement for the State of Kansas ~eb.I, 2005 Master Interconnection Sprint KS & Agreement for the State Communications 8 Embarq Missouri, Inc? MO MO of Missouri Feb. 1,2005 Company, LP Master Interconnection sprint Agreement for the State Communications 9 Embarq Minnesota, hGH MN MN of Minnesota Feb. I, 2005 Company, LP Master Interconnection sprint United Telephone Company of the NE& +---Agreement for the State conununications IO Wed DE IWY I ofNebraska Feb. 1,2005 Company, LP

’United Telephone Company ofEastern Kamas ms named hthe Master interconnection Agreement for the State of Kansas as United Telephone Company of Eastern Kansas dlWa Sprint. However, it no longer does bus* as Sprint. United Telephane Campany of Southcenttal baswas named in the Muter Intmonnection Agreement for the Slate of Kansas as United Telephone Company of Smhcentral Karm drbla Sprint. However, it nu longer does business as Sprint. ’Embarq Missau5, he. was formerly how BS SprhMhoun’, hnc, the parcv named in the Master Interconnection Agreement for thc State of Missouri, It changed its name to Embarq Mkouri, lac. in 2006. Ernbarq Missouri iS also the contra&gentity for the party nmcd 8s United Telephone Company of SoutheasternKansas d/bra, Sprint in the hlaster Interconnection Agcement for the State ofKansas ’Embaq Wmesata, Inc. was formerly hornas Sprint Minnesota, IPC., the party named in the Master Intercanneetion Agreement for the Slate of Minnesota It changed its name to Embarq Minnesota, Inc, in 2OU6,

2 WASkfi569367.3 Case 3:09-cv-00720-REP Documet I -2 Filed 1 111 612009 Page 4 of 5

CenturyLink Plaintiffs Interconnection Agreements with Sprint State of Doing Sprint Incorporationl Business hterconnecfion Effective Contracting CentuwLink Contracfinrr Paw Owanization In Amement Date Party Master Interconnection Agreement for the State of Wyoming Dec. 1,2004 Mask Maconnection, CoUocation and ResaIe Sprint Agreement for the State Communic ati om of Nevada Mat. 13,2006 Company, LP"

Master Interconnection Sprint NV & Agreement for the State Communications 11 Central Telephone Company'' DE NC of North Carolina Feb. 1,2005 Company, LP Master lnterconnection splint United Telephone Company of Agreement for the State Communications 12 New Jersey, Inc. NI NJ of New Jersey Dec. 1,2004 Company, LP Master Interconnection sprint Carolina TeIephone and Telegraph Agreement for the State Communications 13 CompanyLLC NC NC of Noah Carolina Feb. 1,2005 Company, LP United Telephone Company of Master Interconnection Sprint 14 Ohio OH OH Agreement for the State Dec. 1, 2004 Communications

'United Telephone Company ofthe West was named hthe Master Interconnection Agreement for the State of Nebraska and the Master Interconnccfion Agreemtnt for the State of Wyoming as United Telephone Company of the Wwt d/b/a Sprint. However, it no longwdoes bushes as Sprint. CenPar Telephone Company was named in the Masbr Intercomedon, CollocatiDn and haleAgreement for the State ofNcvada as CenM Telephone Company- Nevada dh/a Sprht. It was named in the Master Interconnection Agreement for the State of North CaroIina as Central Telephone Company-North Carolina Division, However, the CpntraCriPg mtiv is cwtral Telephonc Company, which no Iongw does busincss as Spdnr, 'I AlthoughTCG Los Angeles, Inc. was originally named h the Master Interconnection, ColIocation and Resale Agreement for thc srate of Nevada, Sprint Communkatio~usCompany, LP subsequently adoptedthis interconnection agxernent as irS own, as is pcducd by 47 U,S.C 2510. Accordingly, Sprint Comunieations Company, LP WBS substituted for TGC Los Angeles, Inc. in this apmmtvia an Interim Interconnection, Collomtim and Rade Ageement for the State ofNevada dated June 28,2007.

3 WASH,F569367.3

m co Case 3:09-cv-00720-REP DocumenL 1-2 Filed IIll 612009 Page 5 of 5

1 CenturyLink Plaintiffs State of Doing Incorporation/ Business CentuwLink Contracting Party Orstanization ' In

United Telephone Company ofthe OR & 15 Northwest OR WA The United Telephone Company 16 of Pennsylvania LLC PA PA

17 CaroIjmLLC sc sc of South Carolina Dec. 1,2004 Company, LP Master Interconnection Sprint CentraZ Telephone Company of Agreement for the Sta@ domunicatioas 18 Ted2 Tx TX of Texas Master Interconnection sprint United TeIe hone Company of Communications -19 Texas,Inc. I! Tx Tx

Cenoal Tdepbone Company of Texas, IIIC.was named in the Master Interconnection Agreement for the State of Texas as CenaaI TeIephone Company of Texas, hc. dlwa Sprint. However, it no longer dDes business as Sprint. United Telephone Company ofTcxas wns nmcd in the Master Interconnection Agrement for the Srate of Texas as United Telephone Company of Texas drwa Sprint However, it no longer does business as Sprint.

CD 0 .WSC FILED rime 2id12013 12 14 34 PM Recvd UBr2013 I2 14 I1 PM Oockel 12 Oli4-C Ooc 18 91

STATE OF ARKANSAS ARKANSAS PUBLIC SERVICE COMMISSION

Sprint Communications Company L.P. 1 1 Complainant, 1 1 V. 1 1 CenturyTel of Northwest Arkansas, LLC, 1 Docket No. 12-064-C d/b/a CenturyLink, 1 1 Respondent 1 1 1

Attachment JRB-3

Rebuttal Testimony t af James Burt

February 8,2013 Attachment JRB-3 To Rebuttal Testimony of James Burt - February 8,2013

Switched Access Subject: Exchange Access Subject To VolP Tariff Dispute To ICA

CenturyTel End User f 7 .vr CenturyTeI Term in ati n g Direction *'x's AEC ILEC End Office Switched Access End Office & Of Call Access Tandem Billed by .4:s - CT (Two Way To Sprint x AT&T Cent u WTe I Access Subject to POP VolP Dispute AT&T Tandem IXC AT&T - Versus -- POP I- Originating & pop Y Terminating - Tandem Exchange Access Billed by CT CenturyTel L to AT&T End OfFice Lr Direction Originating & Of Call Terminating Sprint (One Way) &change Access CLEC Eille d b v Sprint End Office to AT&T L Ca ble/Sp ri nt Cab le/Sp rin t End User End User

S. 251 Trunk = Section 251Trunk Per ICA -iPSC FILED Erne: 2iU2013 12 14 34 PM. Recvd 2/8/2013 12.14,lIPM: Docket 12-Q64.C-Doc. ID 93

STATE OF ARKANSAS ARKANSAS PUBLIC SERVICE COMMISSION

Sprint Communications Company L.P. 1 1 CompIainant, 1 1 v. 1 1 CenturyTel of Northwest Arkansas, LLC, 1 Docket NO.12-064-C d/b/a CenhnyLink, 1 1 Respondent 1

Attachment JRB-4 1

Rebuttal Testimony Of James Burt

February 8,2013

IN THE UNITED STATES DXSTRlCT COURT FOR THE WESTERN DISTRICT OF LoursmA Monroe Division CENTURYTEL OF CEMTHAM, LLC, >' a Louisiana limited liability company, 1 1 CENTURYTEL OF NORTH LOUISIANA, LLC, ) ii Louisiana limited liability company, 1 1 CEN'l'URYTEL OF EAST LOUlSsxANA, LLC, ) a Louisiana limited liability company, 1 1 CENTURYTEL OF CENTRAL, LOUTSTANA, 1 LLC, a Louisiana Iirnited liability company, 1 1 CENTURYTEL OF RMGGOLD, LLC, 1 a Louisiana limited liability company, 1 1 CENTURYTEL OF SOUTHEAST LOUISIANA, ) LLC, a Louisiana limited liability company, 1 1 CENTURYTEL OF SOUTHWEST LOUISIANA, ) LLC,a Louisiana limited liability company, 1 1 CENTURYTEL OF EVANGELINE, LLC, 1 a Louisiana limited liability company, 1 1 CENTURYTEL OF MISSOURI, LLC, 1 a Louisiaua limited liability company, 1 1 MEBTEL, XNC., a North CaroIina corporation, 1 1 CENTURYTEL OF IDAHO, INC., 1 a Delaware corporation, 1 1 GALLATIN RIVER COMMUNICATIONS, 1 LLC, a Delaware Iimited liability company, 1 1 96

CENTURYTEL OB NORTHWEST LOUISIANA, INC., P Louisiana corporation,

CENTURYTZL OF LAKE DALLAS, INC., a Texas corporation, CENTURYTEL OF PORT ARANSAS,INC., a Texas corporation,

CENTURYTEL OF SAN MARCOS,INC., a Texas corporation, SPECTRA COMMUNICATIONS GROUP, LLC, a Delaware Iimifed liability company,

CENTURYTEL OF ARKANSAS, XNC,, an Arkansas corporation,

CENTURYTEL OF MOUNTAIN HOm,ZNC., an Arkansas corporation, CENTURYTEL OF KEDFIELD, INC., an Arkansas corporation, CENTURYTEL OF NORTHWEST ARKANSAS, LLC, B Louisiana Iirnited liability company, CENTURYTEL OF CENTRAL ARKANSAS, LLC, a Loulsiana limited Iinbility company, CENTURYTEL OF SOUTH ARKANSAS, TNC., an Arkansas corporation, CENTURYTEL OP NORTH MISSISSIPPI, XNC,, a Mississippi corporation,

GULF TELEPHONE COMPANY, nn AIabama corporation,

CXNTURYTEL OF ALABAMA, LLC, a Louisiana Iirnited llabiiity company, CENTUnYTEL OF ADAMSVILLE, INC, a Tennessee corporation,

2 (N2075065.1) CENTURYTEL OF CLAIBORNE, INC., a Tennessee corporution, CENTURYTEL OF OOLTEWMI- COLLEGEDALE, INC,, a Tenncssee corporation,

CENTURYTEL OF OHIO, INC., an Ohio corporation,

CENTURYTEL OF CENTW INDIANA, INC,, an hdiana corporation,

CENTURYTEL OF ODON,TNC., 1 an Indiaiia corporation, 1 1 CENTURYTEL OF MICHIGAN, XNC., 1 a Michigan corporation, 1 1 CENTURYTXL OF UPPER MXCHXGAIY, INC,, 1 n Michigan corporat€on, 1 1 CENTURYTEL OF NORTHERN MICHIGAN, ) INC., a Michigan corporation, 1 1 CENTURYTEL MIDWEST-MICHIGm, INC., 1 a Michigan corporation, 1 1 CENTURYTEL OF WISCONSIN, LLC, 1 n Louisiann limitcd liability company, 1 1 TELEPHONE USA OF WISCONSIN, LLC, 1 a Delaware Iimited IiabiIity company, 1 1 CENTURYTEL OF NORTHERNwrscowm, 1 LLC, a DeIaware limited IiabiUty company, 1 1 CENTURYTEL OF NORTIWEST 1 \;vrSCONSW, LLC, a Delaware 1 limited IiabiIity company, 1 1 CENTURYTEL OF CENTRAL WISCONSIN, ) LLC, a DcIaware limited liability company, 1 1

3 98

CENTURYTEL OP THE MIDWEST- ICENDALL, LLC, a Delaware limited 1i:ihility company,

CENTURYTEL OFTIIE MIDWEST- WISCONSIN, LE,a Delaware limited liabiIity company,

CENTURYTEL OF FAIRWAlXR-BRAHION- ALTO, LLC, a Ddawarc limited IiabiIity company,

CENTURYTEL OH LARSEN-READPJELD, LLC, a Delaware limited liability company, CEWURYTEL OB FORESTVILLE, LLC, a DeIaware limited liabiIity company, CENTURYTEL OPMONROE COUNTY,LLC, a Ddnware liinited liabiIity company,

CENTURYTEL OF SOUTHERN WlSCONSlN, LLC, a Delaware Iimited liability company, CENTURYTEL OF MINNESOTA, INC., a Minnesota corporation,

CENTURYTEL OF CHESTER, INC., an Iowa corporation,

CENTURYTEL OF POSTVILLE, WC., an Iowa corporation, CENTURYTEL OF COLORADO,INC., a Colorado corporation,

CENTURYTEL OF EAGLE, INC., a Colorado corporation, CENTURYTEL OF THE SOUTHWEST, INC, n New Mexico corporation, CENTURYTEL OFTHE GEM STATE,INC., an Idaho corporation,

4 (N2075065.1) CENTURYTEL OF MONTANA, INC., 1 an Oregon corporation, 1 1 CENTURYTEL OF WYOMING, INC., 1 a Wyoming corporation, I 1 CENTURYTEL OF OREXON, XNC,, I an Oregon corporation, 1 1 CENTURYTEL OF EASrEIW OmGON, INC., 1 an Oregon corporation, 1 1 CENTURYTEL OF WASHINGTON, INC., 1 a Washington corporation, 1 bl CENTURYTEL OF COWXCHE, XNC., 1 a Washington corporation, 1 1 and 1 1 CENTURYTEL OF INTER-ISLAND, INC., 1 a Washington corporation, 1 1 Plaintiffs, 1 Y. 1 1 SPRINT COMh”ICATZ0NS COhWANY LP, 1 a Delaware Iimited partnership, 1 1 SERVE:

The PrenticeHalI Corporation System, Xnc, ) 320 SomeruIds Street 1 Baton Rouge, Louisiana 70802-6129 1 Defendant. 1 COMPLAINT

Plaintiffs Centurnel of Chatham, LLC d/b/a CenhryLhk and the other entities listed in

the Fed. R Evid. io06 Summary of the CenturyLink Plaintiffs and Access Tariffs attached as

Exhibit A, each of which is a subsidiary of Centuwel, Inc., a Louisiana corporation with its principal place of business in Monroe, Louisiana &/a CenturyLink (collectively, the

5 (N2075M5.1) “CenturyLink Plaintiffs”), by counsel, rcspectfully state as follows Ior their Complaint against Defendant Sprint Communications Company LP (“‘Sprint”).

NA’I7JRE OF ACTION

I. This colIection action for money damages, costs, and attorneys’ fcw results from

Sprint’s refusal to pay more than $6.4 million in fees rcquired by federal and state

telecommunications tariffs for the use of the CenturyLhk Plaintiffs’ local tekphone nelwork

fadities to complete long-distance caIfs.

2. Every time a customer of Sprint makes a long distance cal1 to a local telephone customer ushg the wireline network of one of the CenturyLink Plaintiffs, the CcnturyLink

Plaintiffs local telephone nehvork facilities must be used to complete, or “terminate,’’ the cal1.

This is true with respect to voice caIls originated using Time Division Multiplexing (‘‘TDM”) technology or voice cdIs originated using Voice-avcr-InternetProtocol (VoIP”) technology and terminated to the Public Switched Telephone Network (“’PSTN’‘).

3. To thc extent that such calls are betwccn a calling party and B called party locntcd in different states or different countries, Sprint is required to pay the CenturyLink Plaintiffs for this “terminating access” to the CenturyLink Plaintiffs’ local exchnnge facilities pursuant to the

CenturyLink Plaintiffs’ interstate tariffs (thc “Federal Access Tariffs”) on file with the Federal

Communications Commission (“FCC”). The applicabh federal tariffs are listed in the Fed. R.

Evid, 1006 Summary of the CenturyLink Plninfiffs and Access Tariffs attached as Exhibit A.

4. To the cxtent that such calls are between a calling party and a called parfy located in the same state, Sprint is required to pay the CentwyLink Plaintiffs’ local exchangc facilities pursuant to the CcntwyLink Plaintiffs’ state tariffs (the “SVdle Access Tariffs”) on file with the applicabIe sfate regulatory commissions. The appIicabIe state tariffs are listed in the Fed. R.

Evid, 1006 SummHry of the CenturyLink Plaintiffs and Access Tariffs attached as Exhibit A, G ~N2015065.11 101

5. Thc same Federal Access Tariffs nnd State Access Tariffs.. (collectively, the

“Access Tariffs”) apply to a11 voice calls terminating to the PSTN rcgardlcss of whethcr thc

method of transmission used to originate the call is TDM technology or VolP technology.

6. The CenturyLhk PIaintiffs seek recovery of the access charges that Sprint has

unlawIully refused to pay, together with late chargcs and attorneys’ fees in accordance with4he

Access Tariffs. The provisions of the Access Tariffs permitting the CenturyLink Plaintiffs to recover late charges and attorneys’ fees are set forth in the Fed. R Evid. IO06 Summary of

Acccss Tariff Lute Pee and Attomcys’ FeeProvisions attached ps Exhibit B. 7. For several years before August 2009, Sprint consistently paid the rates contained

in the Access Tariffs for use of the CenturyLink Plaintiffs’ locd telephone network without

protest and without distinction based on transmission technology or the originating traffic.

8. Beginning in August 2009, however, Sprint lodged a smks of disputes and -for

the very first time -refused to pay the rates contained in the Access Tariffs on VoIP-originated

traffic terminated over tho CenturyLink Plaintiffs’ facifitim, Sprint ROW claims that it is entitled

to continue using the CentuqLink PIaintiffs’ local telephone network faciIities but is no longer obligated to pay the rates contained in the Access TMson file with the FCC and applicable state regulatory commissions. Rather than pay the rates set forth in the Access Tariffs, Sprint is unilaterally substituting the much lower ratc of $.0007 per minute for use of the CcnturyLink

Plaintiffs’ Iocal telephone network facilities,

9. Also beginning in August 2009, as invoices from Ihe CenturyLink Plaintiffs have become due for payment, Sprint has withheld payment even with respect to services about which it has raiscd no disputc. Sprint has done so as a “sclf help” means of recovering -rctroactive to

7 102

August 2007 - the difference behveen $.0007 per minute and the rates previously paid to the

CcnturyLink Plaintiffs pursuant to the Access Tariffs.

10. The CenturyLink Plaintiffs have made repeated requcsts to Sprint to pay

consistent with the Access Tariffs for use of the CenturyLink Plaintiffs’ facilities, Sprint has

refused to pay thc billcd amounts but continues to use the CenhyLhk Plaintiffs’ locaI telephone

network facilities.

11. The total amount d payments for Access Tariff rates that Sprint has refused to

pay (the “Wrongfully Withheld Access Payments’’) was in excess o€ $64million at the end of

October 2009.

12. With each subsequcnt monthIy invoice, the amount of the WrongfuIIy Withheld

Access Payments continue to grow.

13. Sprint’s wrongful refusal to pay the Access Tariff rates has left the CenturyLink

Plaintiffs with no recourse but to bring this collection action for recovery of the Wrongfully

Withheld Access Payments, along with a security deposit, late charges, pre-judgment interest, costs, and attorneys’ fees,

PARTIES

The CentuwLink PIaintiffs

14. Each of the CenturyLink Plaintiffs is incorporated in and does busincss in the states identified in the Fed. R. Evid. 1006 Summary of the CenturyLink Plaintiffs and Access

Tariffs attached as Exhibit A.

IS. Each of the CenturyLink Plaintiffs is a t‘felecomunications Gamier” within the

16. As a ‘7eIecommunications carrier,” cach of the CentqLink Plaintiffs provides “felecommunkations service” within the meaning of 47 U.S.C,5 153{46), inchding “telephone 103

exchange service” within the meaning of 47 U,S,C.5 153(47) and “exchange access sewicc”

within the mcaning of 47 U.S.C. 5 153(16).

17. In the State of Louisiana, for example, the following CenturyLink Plaintiffs

provide “teIccommunications service,” “telephone exchange smice,” and “exchaage access service” in various telephone exchangcs located in the Western District of Louisiana, These

telephone exchanges are sct forth in the Fed, R. Evid. 1006 Summary of the CenturyLink

Plaintiffs’ Telephone Exchanges in the Western District of Louisiana attached as Exhibit C.

18, Each of the CenturyLink Plaintiffs is an “incumbent local exchange carrier,” dkla

an “ILEC,” within the mcaning of 47 U.S.C. § 25 l(h)-.

19. Each of the CentmyLink Plaintiffs has certain obligations under the

Communications Act of 1934, as amended, and under the Access Tarif‘s. These indude:

a. the obligations of every teIecommunications carrier pursuant to 47 U.S.C.

5 25l(a)(I) to “interconnect directly or indirectly with the facilities and cquipment of other telecommunications carriers;”

b. the obligations of every Iocal exchange carrier pursuant to 47 U.S.C.

5 251(b) to provide, iirter ah,access to rights-of-way; and

c, the obligations of cvcry ILEC pursuant to 47 U.S.C. 3 251(c)(2) to allow

“any requesting telecommunications carrier” to interconnect with its network.

20. Pursuant to 47 U.S.C.0 251(g), each of the CcnturyLink Plaintiffs is entitled to

compensation for access to and interconnection with its Iocal exchange facilities from @her telecommunications carriers, including Sprint.

Sprint

21. Sprint is a limited partnership organized under the Iaws of the State of Delaware with its principal place of business in Kansas, 104

22. Sprint is a “telecommunications carrier” within the meaning of 47 U,S.C.

§ 153(44).

23. Sprint provides “tcfccommunicationsservice” within the meaning of 47 U.S.C.

4 153(46).

24. As a “telecommunications carrier“ providing “telecommunications service,”

Sprint is a “common carrier” within the meaning of 47 U.S.C. 5 153(10).

25. Sprht provides retail “telecommunications service’’ to business and residentiaI customers.

26. Sprint also provides wholesale t’telecornmunicationsservice” on behalf of “cable operators,” BS that tern is defined by 47 U.S.C. $522(5), that seek to offer telephone voice service in competition with more traditional “telecommunications carriers.” The whotesale telecommunications services that Sprint provides on behalf of various cabre operators include the foIIowing:

a. connecting the cable operator’s network to the teIephone exchange service of telecommunicationscarriers;

6. negotiating and entering into ICAs with Iocal exchangecarriers for the use of such telephone exchanges;

c. paying intcrcarrier compensation on behalf of the cable operators for

termination of their trafl[ic, including exchange access and rcciprocd compensation,

pursuant to such ICAs;

d. providing long distance telephone arid other “telephone to11 service”

within the meaning of 47 USC. § 153(48); and

10 105

e. undertaking other tasks associated with rendering a cable operator capable

of placing and rccciving voice calls to ntid rroin the networks of local exchange camcrs.

27. To provide the foregoing senices, Sprint obtains access to and interconnects with

the local exchange networks of the CenturyLink Plaintiffs, thereby obligating Sprint to puy

access charges on interexchange calls. The Access Charee Rceirne

28. Access chargcs arc the fces that long distance carriers such as Sprht must pity

Iocal exchange carriers such as the CcnturyLink Plaintiffs fo compcnsate them for the use of

Iocal: exchange facilities for originating and terminating long distance calls. The transmission of an interexchange call from the calling party to a long distance ca~eris known as “originating access,” The transmission of an interexchange call fiom a long distance carrier to the called party is known as “terminating access.”

23. If the call originates in one state and terminates in another, the access chargcs that apply arc set forth in the Fedcrd Access Tariffs filed with and approved by the FCC. The rates and other terms contained in the CenturyLink Plaintiffs’ Federal Acccss Tariffs me “deemed lawful” pursuant to 47 U.S.C.3 204(a)(3).

30. The rates and ofher terms contained in the CenturyLink Plaintiffs’ Federal Access Tariffs:

a. are “just and reasonabIe” as a matter of federa1 law;

b. are lawful until modified by the FCC prospectively; and

c. cannot bc refunded on a retroactive basis.

MaisIin firdustries, US.,Ik v. Primavy Sieel, he., 497 US. 116, 130-132 (1990); Ainericnn

Tdepltoiie and Telegraph Co. Y. Central U@ce Telephone, he,524 US. 214,222-23 (1998).

11 I~20750~5.f 1 106

3 1. Thc provisions of the Fcdcral Acccss Tariffs are binding on Sprht and govern the

rates, terms, and conditions by which the CcnturyLink PIaintiffs provide interstate lcrminating

nccess services to Sprint.

32. I1 the call originates and terminates within the same state, the access charges that

apply are set forth in thc State Acccss Tariffs filed with the applicable state regulatory

commission and thereafter effective under applicabk state law.

33. The provisions of the State Access Tan'ffs are binding on Sprint and govern the

rates, terms, and conditions by which thc CcnturyLink Plaintiffs provide intrastate terminating

access services to Sprint.

34. The rates, terms, and conditions of the Access Tariffs do not distinguish between transmission protocols. The services provided by the CentuyLink PIaintiffs under the Access

Tariffs are thc same regardless of the Lmnarnission protocol. Regardress of whether the Sprint customer chooses to u~iginnlea call via VOXP or TDM, the call erzters the CenturyLink

Plaintiffs' nebvork at the Sprint point of presence (POP) as TDM and uses the CenturyLink

Plaintiffs' network in exactly the same. manner. Depending upon the network configuration chosen by Sprint - ie#,interconnection at the tandem or at the end office - the call may use one or mom of the following network elements owned by the CenturyLink Plaintiffs for which they are entitled to compcnsatim under thc Acccss Tariffs:

a. tandem switch,

b. transport facilities,

c. end office switch, and/or

d. local loop.

lN2075065.1 I 107

35. The network elements, the functions that each element performs, and the manner

in which it is uscd are not dependent on the originating transmission protocol. To thc contrary, a

VoIP-originated call and a TDM-originated call travcrse the same path, in the same manner, and

use the 5ame network elements wlien the call is terminated through the CentuxyLink Plaintiffs'

network. At tho point that a call enters the CenturyLink Plaintiffs' network, TDM-originated

calls and VoP-originated calls an: indistinguishnble to the CenturyLink Plaintiffs. 30th caIls

appear the rme to the CenluryLink Plaintiffs and USC the same facilities in exactly the same manner.

36. Regardks of whether the call was transmitted using TDM or VoP technology, at no time has hcFCC dctcrmined that existing intercarrier compensation ruIes are not applicable to VOW fraffic terminating to thc PSTN. Nor has the FCC established Compensation rules for

VoIP traffic that are different from those that appIy to traffic using TDM technofogy terminating to the PSTN.

37. The relief sought by the CenturyLink Plaintifi does not require the interpretation of any statutes, regulations, or rates by either the FCC or my "State commission" as that term is defined in 47 U.S.C. § 153(41).

38. No singlc "State commission" has jurisdiction wcr nIf state tariffs and the patties thereto.

33, The CenturyLink Plaintiffs' damage claims arise out of thc same action by Sprint in refusing to pay the applicable charges under the Access Tariffs. As a result, judicial economy is served and the resources of the padies are conserved by having this collection action resolved in one forum.

I3 108

JURISDICTION AND VENUE

Snhiect Matter Jurisdiction

40, This Court has subject matter jurisdiction ovcr this case pursuant to 28 U.S.C.

$9 I331 and 1337 bwause the CentuxyLink PIaintiffs' claims arise under Scctions201 and

25I(g) of the Communications Act of 1934, 47 U.S.C. 45 201 and 251(g). These statutory

provisions indude the mandatory interconnection requirements, and carrier obligations under the

federal tariffs to which each of the CenturyLink Plaintiffs is subjcct by virtue of 47 U.S.C. § 251

(mil (b), and (c W). 41. This Court aIso has subject matter jurisdiction over this case pursuant to 47

U.S.C. $207, which authorizes "EaJny person claiming to be dnmaged by any common carrier subject to the provisions of this chapter" to "bring suit for the recovery of the damages for which such common carrier may be liable under the provisions of this chaptcr .. . in any district court of thc United States of competent jurisdiclion." 42. This Court also has suppIemental jurisdiction over the CenturyLjnk Plaintiffs' claims for violation of the State Access Tm'ffs pursuant to 28 U.S.C,g 1367(a).

Person nl Jurisdiction

43. This Court has persona1 jurisdiction ovcr Sprint because it conducts regular business in the State of Louisiana, and because a substantial part of its actions herein described occurred in and were directed toward various of the CenturyLink Plaintiffs in the State of

Louisiana, causing injury and damage to thc CenturyLink Plaintiffs in die State uf Louisiana, -Venue 44. Venue is proper in this District pursuant to 28 USC, $139I@) and (c) because a substantial part of the events aid omissions giving risc to the action accurred and continue to 109

occur in this District and because Sprint conducts substantial and regular business within this

District.

FACTS COiMMON TO ALL COUNTS TIE CenturyLink PIaIntiffs’ DiIllng of Sprint in Accordaiice With the Access Tariff?

45. Before billing Sprint for termination of calls, the CentutyLink P1ainlifI.s must first

determine whether the call is:

8. intrastate long distance, and thereforc subject to terminating intrastate

access charges in accordance with the State Access Tariffs;

b, interstate long distance, and therefore subject to lerrninating interstate

access charges in accordance with the Federal Access Tariffs; or

c. local, and therefore subject to no access charges,

46, To make the foregoing determination, the CenturyLink PfaintiKs foIIow the requirements of the Access Tariffs and examina the call detail information or PIUs provided by

Sprint.

47. Each call detail sent to the CenturyLink Plaintiff$ by Sprint constitutcs a representation by Sprint that the call was originated by a caller using thc telephone number set forth in Sprint’s call detail or is properlyjurisdictionalized as interstate under the PW.

48. When Sprint provides call detail indicating that the calt was originated on a number that was long distance fo the cnlled party, but in the same state, the CenturyLinlc

Plaintiffs bill Sprint intrastate access charges in accordance with the State Access Tariffs.

49. When Sprint provides call dctail indicating that the call was originated on a number that was long distance to the called party, but in another state or outside the United 110

States, the CenturyLink Plaintiffs bill Sprint interstate access charges in accordance with the

Federal Access Tariffs.

50. For cdls that originated on a number that was local to a called party, the

CenturyLink PIaintiffs biIl Sprint reciprocal compcnsation chmgcs ns appropriate for local calls

or as required pursuant to iiiterconncction agreements.

51. As a matter of law, Sprint is required to pay the applicable ratcs contained in the

Access Tariffs.

COUNT I Vidation of Fedcrat Access Tariffs

52, The CenturyLink Plaintiffs hereby incorporate by reference the forcgoing paragraphs 1 through 51,

53. The CenturyLink PIaintiffs provided interstate access services to the Sprint and

Sprint has demanded and made use of the CenturyLink Plaintiffs’ interstate access services in accordance with the Federal Access Tariffs,

54. The rates, terns, and conditions applicable to interstate access services are contained in fhe Federal Access Tariffs fifed with the FCC.

55. The rates, terms, and conditions contained in the Federal Access Tariffs are dccmd JawfuI pursuant to Section 204(a)(3) of the Communications Act, 47 U.S.C. 0 204(a)(3).

56. As a matter of federal law, pursuant to 47 U.S.C. 8 203(c), each of the

CenfuryLink Plaintiffs is required to charge, and Sprint is requircd to pay, the chwges contained in the Federal Access Tariffs.

57. The “filed rate doctrine” requires carriers and their customers to abide by the rates in tariffs filed with the PCC.

16 { N2075065. I} 111

58. Sprint rcccivcd illvoices from the CcnturyLink Plaintiffs for payment for services

provided pursuant to the Federal Access ?Tariffs.

53, Sprint has refused to pay the invokes it has received from the CentuqLink

Plaintiffs for interstate access services.

60. Sprint has brcachcd its duty to pay for interstate access services provided by the CcnturyLidc Plaintiffs,

COUNT 11 Violatian of Section 251(d of Communications Act 61. The CcnturyLink Plaintiffs hcrcby incorporate by reference the foregoing

paragraphs 1 through 60.

62. Pursuant to 47 U,S,C. 5 251(g), each of the CentuqLink Plaintiffs is required to

provide exchange access service to Sprint pursuant to any obligations that appIied before

enactment of the Telecommunications Act of 1996 unless and until “explicitly superseded” by

rcgulations prescribed by the FCC.

63. Pursuant to 47 U.S.C. §251(g), Sprint is required to pay compensation for cxchange access scrvice pursuant to my obligations that applied before enactment of the

Telecommunications Act of 1996 unless and until “explicitly superseded” by regulations prescribed by the PCC.

64. Sprint’s obligation to pay the CcnturyLink Plaintiffs the rates for exchange access services set forth in the Access TaSs is an obligation of Sprint that applied before enactment of the Telecommunicahns Act of 1996.

65. No reguladon prescribed by the FCC after the enactment of the TeIecommunications Act of I996 has “expkitly superseded” the application of thc Access

Tariffs to the traffrc dclivercd by Sprint to the CenturyLink Plaintiffs’ teIephone network. 17 NZ 075065. I 112

66. No rcgdation prescribed by the FCC after the enactment of the

Telecommunications Act of 1996 has “cxplicitly superseded” the obligation of Sprint to pay the

CenturyLink Plaintiffs for exchange access services pursuant to the Access Tariffs.

67. By refusing to pay the Wrongfully Wilhheld Acccss Payments, Sprint has violated 47 U.S.C. 0 25I(g).

COUNT111

VioIatian nf Section 201 nf the Communications Act

68, The CcnturyLink Plaintiffs hereby incorporate by reference the forcgoing

paragraplis 1 through 67. 63. Section 201(b) of the Communications Act, 47 U.S.C. 8 201, imposes upon common carriers the duty that their practices in conneclion with cornmunication sewices be ‘?us# and reasonablc,” and provides that all unjust and unreasonable practices are unlawful.

70. Sprint has unilaterally readjusted the ratcs for the VoIP traffic to an arbilray level of $.0007 which it purports to be “willing” to pay. Sprint, in fact, is not paying anything in many cases.

71. By refusing to pay the CenturyLink Plaintiffs the proper rate under the Federal

Access Tariffs, Sprint has and is engaged in tinreasonable, unjust, and unlawful self-help COUNT rv

Violation of State Access Tariffs

72. The Century Link P1aintiff.s hereby incorporate by reference the foregoing paragraphs 1 through 71,

73. The CcnturyLink Plaintiffs have provided Sprint with intrastate switched access service pursuant to the State Access Tariffs.

18 113

74. The State Access ’l’ariffs have been filed with the applicnble “State commissions”

and are dcctned to be “just and reasonable.”

75. The rates, terns, and conditions of the State Access Tariffs are binding upon

Sprint.

76. Sprint has rcccivcd invoices from the CenturyLink Plaintiffs billing the rates for

intrastate access serviccs as sct forth in the State Access Tariffs.

77. Sprint has refused to pay the invoices Sprint rcceived from CenturyLink for

intrastate access services,

78, Spn’nt has breached its duty to fully pay the tariffed rates for iiitrastate accc~s

services provided by the CenluryLink Plaintiffs. MJURY AND DAMAGE 79. The CenturyLink Plaintiffs hereby incorporate by reference the following paragraphs 1 through 78.

80, The CenturyLink Plaintiffs have been damaged and continue to be damaged by

Sprint’s refusal to pay the Wrongfully Withheld Access Payments.

81. Thc CcnturyLink Plaintiffs are also entitled to fate fees, prejudgment interest, costs, and attorneys’ fees.

PUYEK FOR RELIEF

WHEREFOR& the CenturyLink Plaintiffs respectfully request that this Court:

A. Adjudge and decree that Sprint is liable to pay the CenturyLink Plaintiffs

for intrastate and interstatc acccss charges on intcrexchange traffic;

B. Award the CenturyLink Plaintiffs all damages proximately caused by the

failure of Sprint to pay for federd and sfate access fees, including late charges in an

amount to be determined at hid; C. Award the CenturyLink Plaintiffs prejudgment interst, costs, attorneys’

pursuant to 47 U.S.C. $206, and such other relief as tlic Court deems just and

proper; atid

D. Require Sprint to provide the CenturyLink Plaintiffs with a security

deposit andlor make paymcnt into Court, pursuant to Fed. R. Civ. P. 67, of the sum of at

least Six Million Four Hundred Thousand and 001100 Dollars ($6,400,000.00) or such

other amount as is rcxonabIy necessary to secure Sprint’s payment obligations under the

Access Tariffs pending kid.

DEMAND FOR JURY TRTAL

The CenturyLink Plaintiffs demand trial by jury of all issues for which they are entitled to have a jury decide.

Dated November23,2009 Respectfully submitted,

THE CENTURYLINK PLAINTIFFS

Edward H.Be& (Ih’Bar NO. 0%92) Mark A. Mint&& Bar, No. 31878)

JONES,WALKER, WAECHTER, POITEVENT, cm& DEN~GRE L.LJ, 201 St. Charles Avenue New Orleans, Louisiana 70170-5100 504.5 82.8222 504.539.8222 fm

20 Bradley D. Jackson FOLEY & LARDNER LLF I50 East Gilman Street Madison, Wisconsin 608,258.4262 608.258.4258 (fax) Norman J. Kennard THOMAS, LONG, NIE EN &KEM 2 12 Locust Street Suite 500 (P.0.Box 9500) Harrisburg, Pennsylvania 171 08-9500 717.255.7627 717.255.8278 (fax)

21 Case 3:09-cv-01951-RGJ-MLH Documen, L Filed 11/23/09 Page I of 5 PagelD R 22

Fed. R. Evid. 1006 Summary of the CenturyLink Plaintiffs

4 CenturyTel of Central Louisiana, LLC I IA LA CTOC FCC #7 1 = CenturyTel of Evangeline, LLC dlbla CenturyTeI Tariff 1I i 1 LP.S.C. No. 3 ! i

! 10 Mebtel, Inc. t NC NC ! Madison River ' Concurs with BellSouth Telecommunications Inc. Industry ! FCCM ' Access Service Tariff

iX--. 16 CenturyTet of San Marcos, inc. TUECA FCC #2 1 . CenturyTet of San Marcos, Ine. Access Service Tariff 17 Spectra Communications Group, LLC 77MO DE

WASH-658421 53 WAS H-660 1801.I Case 3:09-cv-01951-RGJ-MLf-l Documen. - 1. Filed 1U23109 Page 2 of 5 PagelD k: 23

29 CenturyTel of Ooltewah-Collegedale, lnc. TN TN rCTOC FCC #7 CenturyTel of Ooltewah-CollegedaleTRA tariffI 30 CenturyTel of Ohio, Inc. OH OH CTOC FCC #I = CenturyTel of Ohto, Inc. Access Service Tariff P.UC.0. I No, 2

2 WASH-6584215.3 WASH-6601801.1, Case 3:09-~-01951-RGJ-MLH Documm --I Filed 13123109 Page 3 of 5 Page10 #: 24

- 44 CenturyTel of Fainnrater-Bmndon-Alto, UC WI DE CTOC FCC #7 a CenturyTel of the Midwest-Wisconsin, LLC Access Tariff No. I

WASH-65&12153 WASH-6601801.1 Case 3:09-cv-01951-RGJ-MLH Documen1I -1 Filed 1U23103 Page 4 of 5 PagelD #: 25

48 CenturyTel of Southern Wisconsin, LLC No. I -._ _._.* ______I_I_.----. . - . ..+ . -

55 CenturyTel of the Gem State, Inc. ID,"V TUECA FCC #Z- = NV: CenturyTel of the Gem State, Inc. ---- x D. IPUC No. 12 56 CenturyTeI of Montana, Inc. MT OR TUECA FCC #2 I = CenturyTel of Montana, Inc. PSC MT AC 5 57 CenturyTeI of Wyoming, lnc. w WY TUECA FCC #2 1 . CenluryTel of Wyoming, Inc., Wyoming P.S.C. No. 2 Case 3:09-cv-0195l-RGJ-MLH Docurnenc ..1 Filed 1U23109 Page 5 of 5 PagelD X: 26

5 WASH-6s84215.3 . WASH-6601801.1 0 w Fed. R. Evid. 1006 Summary of the CenturyLink Plaintiffs in ID I.3 .. .a 1 CenturyLink Plaintiff ILEC ' '? Applicable Skate Tariff n - --.-I.--- :: 1 Centuryfel of Chatham, LLC CenturyTel Tariff of Evangeline, LLC Tariff L.KS.C. No. 3 La 2 CenturyTel of North Louisiana, lLC Centuryfelfariff of Evangeline, UCTariff LP.S.C. No. 3 j u1 t;' CenturyTelTariff of Evangeline, LLC Tariff L.P.S.C. No. 3 1 -- 0 4 CenturyTet of Central Louisiana, LLC LA CTOC FCC #7 . CenturyTel of Evangeline, UCdlbla CenturyTel Tariff ! L.P.S.C. No. 3 ir 3: -5 CenturyTeI of Ringgold, LLC LA; LA,CTOC FCC #7 , Centuryfel Tariff of Evangeline, LLC Tariff L.P.S.C. No. 3 ! 6 Centurytel of Southeasl Lauislana, LLC ; LA LA LLC Tariff L.P.S.C. No. 3 * .-- .-- 7 CenturyTel of Sauthwest Louisiana, LLC LLC Tariff LP.Sm1 8 CenturyTel of Evangeline, UC LLC Tariff LP.S.C. No. 3 I

9 CenturyTel Missouri. CTOC FCC #3 ! = CenturyTel Missauri, LLC 2, Facililies for of LLC 1A I of PSC MO No. 1 1 CTOC FCC #2 I Intrastate Access Tariffs t t IO Mebtel, Inc, NC I Madison River Concurs with BellSouth Telecommunications In& lnduslry I I FCC#f ' AccessServiceTariff 72.*.-.7E..--. I.*-.--...--- -.-_. i 1GTLaf Idaho, Inc. r-*-DE-' "-"I CTOC FCCW i = IPUGI~ I t i_i I I 1 1 12 GalLatin Rlver Communlcations, LLC ; 1L 1 DE I Madison River GalLatin River Communtmtians, LLC, I.C.C. No. 2 ! : FCC#I ' -_I.*,,.A I * ' 13 CenturyTel of Northwest Louisiana, Inc. t AR, TX, LA 1 CTOC FCC W 1 CenturyTel Tariff of Evangelhe, LLC Tariff LP.S.C. No. 3 I IL" I I 14 CenturyTel of Lake Dallas, he. ;mim* q CTOC FCC #7 ' CenturyTel of Lake Dallas Exchange Tariff .. ..- ...... , . .* ...... -.*...... : -..* .._.-..- .... I CenturyTel of Porthnsas, Inc, I fx '1 TX [CTOC FCC #7 CenturyTeI of Port Amnsas Exchange Taii ..- I N ...._ --- -..-.... - ...I...... iji ...._...]- *. ... - _..-....- .. . 16 CenturyTel of San Marcos, Inc. 1 Tx 'T"" TUECA FCC #EI m CenturyTeI af Sari Marcos, he. Access Service Tariff-\ % G;,

18 CenturyTel of Arkansas, Inc. CTOC FCC #7 I CenturyTel ofArkansas Exchange Tariff; i 1 = CenturyTel of Mountain Home Access Tariff

w m

WASH-6584215.3 WASH-MU 1801 .I -* i CantutyLink PlaintifflLEC . ! Doing .'i Organized: { Applicable i J"lncumbentLocal Exchanqe Carrier"1 .; Business In Incorporated - !%deral Tariff ' Applicable State Tariff -- ...--.- -..... , ...... , .... .--.-.".-I*... ..C'.-.-11_ t 1 19 CenturyTel of Mountain Home, Inc. AR AR I CTOC FCC #7 1 CenturyTd of Mountain Home Echange Tariff; i 1 CenturyTel of Mountain Home Access Tariff '20CenturyTel of Redfield, Inc. AR I CenturyTel of Mountain Home Access Tariff I ...... -.------.. ! ----i 1 21 CenturyTel of LA CTOC FCC'#T-l AR: CenturyTel of Northwest Arkansas General I I ! Exchange Tariff; i I ! nno: Spectra Communications Group, LLC PSC MO i 1 No. 2 Facilities for Intrastate Access Tariff; 1 oK: CenturyTeIof Northwest Arkansas, LLC, Oklahoma I W GenemI Exchange Tariff i I 8 != --- ...... --. *.-A . 1.zCenturyTel of CenM Arkansas, UC 7 AR I tA tCTZCFCC#7-*] = CenturyTel of Central Arkansas Exchange Tariff I 3 A ! I.-.. --.. ...-.-* ...I--- ...... -...... m 23 CenturyTel of South Arkansas, Inc. I AR CTOC FCC #7 ' CenturyTel cf South Arkansas Echange Tariff; 2 I i I I AR 1 CenturyTel of Mountain Home Access Tariff I f i* 1 I 1 ---I-- 4 : 24 CenturyTel of North Mississippi, Inc. i MS MS I CTOC FCC #7 ! * CenturyTet of North Mississippi, Inc. Access Services . I! 1 i f Tariff Ei _-._. ... --. .-.--*--' ...... -..-...... ,-. -.e-- a 25' Gulf Telephone Company AL 1' Madison River General Subscriber Senrlces Tariff -1 1 FCC#I ! i I' ! r *.-. .."* I -1 ...-.- .--- t.. ..-.- . i3 I?E CenturyTe1 of Alabama, UC CTOC FCC # i = CenturyTel of Southern Alabama Facilities for lnlrastak -w 0 I I CTOC FCC #2 I AccessTarfi I LD I 1 . CenturyTel of Northern Alabama Access Services Tariff 'u i t1 m I 0 ID w -- -* ...... -- ...... I...*1 c 29 CentuyTd of OottewahColIegedale, Inc. M TN CTOC FCC #7 I CenturyTel of Ooltewah-Collegedale TRA Tariff 1 tl W 30 CenturyTel of Ohio, ink OH OH CTOC FCC #I = CenturyTel of Ohio, Inc. Access Service Tariff P.U.C.O. D M I I -+- I 1 2 31 CenturyTel of Central Indiana, Inc. I IN 1 IN j CTOC FCC #7 ; c CenturyTel of Central Indiana Tariff I.U.RC. No. 1 I 0 ! 1 R i 32 CenturyTel of Odon, Inc. I 1N I IN j CTOC FCC #7 ! CentuVTel of Odon Tariff I.U.RC. No. 2 u ..... -...... *_...... I..+-.*+.-f. . . .* .. c.... -..-... r...c.u, w - m 2 WASH-65842153 W~6601801.7 --I.. ""-...-ll.~.-.-.*.----.*."--.---.I , .+ I. !- - Where- :!. . CenturyLinkPlaintiff 1LEC ! Doing i .Organized/ Applicable 1 j'lncumbent Local Exchanqe Carn'ef') Business In ' Incorporated ' Federal Tariff Apalicable State Tariff -- -.. ...- -.-.-.-- ..... -...... --. .--...... I-.----- 33 CenturyTel of Michigan, Inc. MI MI ' CTOC FCC #1 I Michigan Exchange Carriers Association, Inc. M.P.S.C. No. 25; i 1 I' I 1 I - -...... *...... 34 CenturyTel of Upper Michigan, tnc.

...... = CenturyTel of Michigan, Inc. alaCenturyTel, Price List ; 35 CenturyTel of

- -- *..... -. *.*...... 36 CentuiyTel Mldwest-Michigan, tnc. MI No. 2% I a CenturyTel of Michigan, lnc. alaCenturyTel, Price List .-- .-- ...... CTOC FCC #If CenturyTet of the Mldwest-WEconsin, UCAccess Tariff I No. 1 CTOC FCC #Im CenturyTel of the Midwest-Wisconsin, UCAccess Tariff No. 1 i 39 CenturyTel of Northern Wiseonsln, LLC I WI DE ! CTOC FCC #7 I CenturyTel of the Midwest-Wismnsin, UCAccess Tariff If I 1 1 i 1 No. -.. ..*--.-- I.. . .I . ... _..- _.-_...--. 1 46CenturyTel of Northwest Wisconsin, UC DE r CTOC FCC #7 I . CenturyTel of the Midwest-Wisconsin, LLC i&ss Tariff 1 1 1 No.1 ! I .I.--*.-I-...... I.-... .. --.... -.-.. 1-CenturyTeloiCentraln.7 W1 1 DE j%mICenturyTel of he Midwest-Wisconsin, UCAccess Tariff 1 I No.1 ! 1 1 42 CenturyTet of the Midwest-Kendall, LLC WT 1 TUECA FCC #2 I CenturyTel of !he Midwest-Wisconsin, LlCAccess Tariff

..--..-----.--f I .. .DE...... CenturyTel of Fairwater-Brandan-Ab, LLC FCC #7 1 = CenturyTel of the Midwsl-Wisconsin, LLC Access Tariff 1 No.1

3 WAstcGsBQ2 153 WAS H-6601801 .I n 'I % CentutyLink Plaintiff 1LEC ; Doing ;- Organizedl 1 Applicable ' m ("Incumbent Locai Exehanqe Carrief'l i Business In .a lncoraorated : Fedetal Tariff ' Applicable State Tariff ---.*I---- ...... - --- 4S-CenturyTet of LamenReadfietd, LLC ! - CentuiyTel of the Midwest-Wisconsin, LLC Acess Tariff j ' N0.l r ! ! FCenturyTel of Foresiville, LLC, I = ConturyTel of the Midwesl-Wisconsin, LLC Access Tariff i I No.1 I ! 1 \ j 47 CenturyTel Monroe County, of UC j CenturyTal of Monroe County, tnc. Intrastate Access I t Tariff No. 1 ....-...- _.*_-...... --- I DE of the Midwest-Wisconsin, UCAccess Tariff

I--.. ~---- ...... I._ ...... 49 CenturyTeI of Minnesota, Inc. MN MN = CenLuryTel of Minnesota, Inc, Inbastate Access Tariff I ! CenturyTel of Chester Exchange Tariff = CentuyTeI of Postville Exchange Tariff ...... 1.31.-**--.- -I+ ...... -..*...... -...*. 52 CenturyTel of Colorado, Ine. CO ' CO 1 CTOC FCC #7 1 = CenturyTel COLO PUC No. 15 ----- 1'.*-- 1 . 53 CenturyTel of Eagle, Inc. i C0,UT i co I TUECA FCC #2 1 CenturyTet COLO PUC NO. 15 -...... -* ...... -- NM TCTOC FCC #7 j CenturyTel of the Southwest, Inc. ribla CethyTel, fMa Universal Telephone Company of the Soufhwesl, Inc. I Access Service Tariff SCC No, 3 j ...... _-.. -- I EN ID FEmFEEE1 . w:CenturyTet of ihe Gem State, Inc. PSCN No. 2; i ' IPUC 12 -.- .-..-.-....--.*.--...... 1 E: No. 56 CenturyTel of Montana,'lnc. #2 CenturyTel of Montana, Inc. PSC MT AC 5 I 57 CenturyTet of Wyoming, Inc. WY TUECA FCC #2 w Centuryfef of Wyomlng, Inc., Wyornlng P.S.C. No. 2 !

4 WASH-658421 53 WAS H-MOlE(11 .I Case 3:09-~-0195l-RGJ-MLH Document 1-4 Filed Ill23109 Page 6 of 6 PagelD #: 39 125 126 - --I

-.. Case 3:09-cv-0195l-RGJ-MlH Documenr -a2 Filed 11123109 Page 2 of 5 PagelD 8: 28

------.-- .--*----- CenturyTel of San Marcos, tnc. Access Service Tariff, -r-5 2.3.9 and 2.4.l(c)

19 Centuryfel of Mountain Home, Inc. CTOC FCC #7, 5 2.3.9 and 2.4.1 (C)(2)(a)&(b) CenturyTel of Mountain Home Exchange Tariff: Concurs in CenturyTel of Mountain Home Access I Tariff & NECA FCC #5, 5 2.3.9 and 2.4.1 (C) -_- --.---Id- . .-l_l-.-.II-_L-- I-.- .- ._-- .. .-- - .~i 20 CenturyTel of Redfield, lnc. CTOC FCC #7,§ 2.3.9 and 2.4.'1(C)(2)(a))&(b) CenturyTel of Redfield Exchange Taritf; Concurs in CenturyTet of Mountain Home Access Tariff & NECA I FCC #5,§ 2.3.9 and 2.4.1(C) 1

Concurs in CenturyTel of Mountain Home Access Tariff & NECA FCC #5,§ 2.3.9 and 2.4.1(C) +-_ f+l_-f-l+.--*+*-..----x.-. --_- 1 24 CenturyTel of North Mississippi, he. CTOC FCC #7,§2.3.9 and 2.Io1(C)(2)(a)&(b) CenturyTel of North Mississippi, Inc. Access Services Tariff, 5 2.3.8 and 2.4.1(Bj(3) ----- I--- +-..-- *.--I--.--- t! 2FGulf Telephone Company I

2 WASH-6601 901.t Case 3:09-cv-0195l-RGJ-MLH Documel .2 Filed 1u23109 Page 3 of 5 Page10 #: 29

31 CenturyTel of Central Indiana, Inc. CTOC FCC#7,§2.3.9 and2.4.1(C)(2)(a}&(b) CenturyTel of Central Indiana Tariff I.U.R.C. No. 1 5 2.3.8 and 2.4.1 (6)(3) .*-..- ._ .+*--.. -.--I----- 32 CenturyTel of Odon, Ine. CTOC FCC #7:§2.3.9 and 2.4.1 (C)(2)(a)&(b)

l._l__l__..__..--. .-.+_ --..-_- -.-- I 35 Centuryfel of Northern Michigan, Inc. CTOC FCC #7,§ 2.3.9 and 2.4.1(C)(2)(a)&(b) 1 Michigan &change Carriers Association:lnc. 1 I M.P.S.C. No, 25; 52.3.9 and 2.4.l(C)[2)(a)&(b) ! i *1 36 CenturyTel Midwest-Michigan, Inc. i CTOC FCC #I,3 2.3.9 and 241{C)(Z)(a)&(b) 1 Michigan Exchange Carriers Association, Inc. ! i M.P.S.C. No. 25; 5 2.3.9 and 2.4.1 (C)(2)(a)&(b) I 37 CenturyTel of Wisconsin, LLC CTOC FCC #I,5 2.3.9 and 24,1(C)(2)(a)&(b) I CenturyTel of the Midwest-Wisconsin, LLC Access -- * Tariff No. 1,s 2.3.9 and 2.4.1 (C) - =Telephone USA of Wisconsin, LLC * CTO-~#~;~and2.4.;i(C)I2)(a)8(b) ' CentuqTel of the MidwestWisconsin, LLC Access ! t Tariff No. 1I 5 2.3.9 and 2.4.1(C) 1 --..- - *_._--- 1! 39 CenfuryTe] of Northern Wisconsin, LLC ~CTOC*FCE-M~§23.gan~-2,4,l(cj(2j(aj~(bj ------i CenturyTel of the Midwest-Wisconsin, LLC Access 1 Tariff No. II 5 2.3.9 and 2.4.1 (C) : I 1._------4 1 40 CenturyTel of Nodhwest Wisconsin, LLC 1 cTOCFCC'W~$2~3~9-~~d-z~;~(~j~~~&(bj----~-'.' -*-I CenturyTelof the Midwest-Wisconsin, LLC Access ! I i Tariff No. I,0 2.3.9 and 2.4.1(C) t 41 Centurytel nf Central Wisconsin, LLC , CTmFCC #1,§ 2.3.9 and 2.4.1 (C)(2)(a)&(b) CenturyTel of the Midwest-Wisconsin, LLC Access Tariff No. 1,s 2.3.9 and 2.4.1 (C)

3 WASH-6601801.1 Case 3:09-cv-01951-RGJ-MLH DocumenLSZ Filed 11123109 Page 4 of 5 PagelD #: 30

st-Wisconsin, LLC TUECA FCC #2, 5 2.3.9 and 2.4.1 (C)(Z)(a)&(b) CenturyTel of the Midwest-Wisconsin. LLC Access Tariff No. 1, 0 2.3.9 and 2.4.1(C) -.- *1--*- I*------

1 Iowa Telephone Association & NECA FCC #5, 4 2.3.9 1 ! i and 2.4.1(C) 1

53 CenturyTeI of Eagle, Inc. TUECA FCC #2,§ 23,9and 2.4.1(C)(2)(a)&(b} CentuiyTel COLO PUC No. 15, 2.3.9 and 2.4.1 (C)p)(a)&( b) - -*r-..L_..I A -.---.*-+*..**_* ___.___ -.-- ---...-. -- _. .. _..*_- 54 CeoturyTet of the Southwest, Inc. CTOC FCC #7,§ 23.9 and 2.4.4(C)(2)(a)&[bj-- Centuryiel of the Sauthwest, Inc. cUbla CenturyTel, flkla Universal Telephone Company of the Southwest, Inc. Access Service Tariff SCC No. 3, Q 2.3.8 and I 24.2(8)(3) I ~ ...... _

4 wAsH-66olno t .I 130 131

Fed. R. Evid. 1005 Summary of the CenturyLink Plaintiffs' Telephone Exchanqes in the Western District of Louisiana

.. . _A-I_I._Lx *_- -+- Centuryth k Piahtiff f Exchanne-,.' Parisk 17 CenturyTeI of Northwest Louisiana, Inc. I Ida Caddo 1 1 f-- 3- CenturyTel of Centra! Louisiana, LLC I Jena 1 LasallelCatahoula 1 I i 3 CenturyTel of Central Louisiana, LLC 1 Big Cane 1 St. Landry I

5 CenturyTd ofCentral Loulsiana, LtC Calcasieu I RapIdes -- r- 7 CenturyTel of Central Louisiana, LLC Glenmora I Rapldes 8 CenturyTel ofCentral Louisiana, LLC Mangham Richland 9 CenturyTel of Central LouLlana, LLC Mansura Avoyelles 10 Centuryfel of Central Louisiana, LLC I Avoyelles 11 CenturyTel of Central Louisiana, LLC 0[la Lasalle I2 CenturyTel of Central Louislana, LLC Plaucheville Avoyelles 13 CenturyTel of Central Louisiana, LLC Simmesport Avoyelies 14 CenturyTel of Central Louislana, LLC Tullos 1 Lasalle 15 CenturyTel of Central Louisiana, LLC Wisner Franklin 16 CenturyTel of North Louisiana, LLC Athens Claiborne -- - - 17 CenturyTel of North Louisiana, LLC Choudrant Lincoln 18 CenturyTel of North Louisiana, LLC Cotton Valley Eass ie rMIeb ster

' IS CenturyTel of North Louisiana, LLC Marion Union ' 20 CentuvTel of North Louisiana, LLC Oak Ridge Morehouse - 21 CenturyTet of North Louisiana, LLC Plain Dealing Bossier 22 CenturyTel Louisiana, LLC .-. ------of North Rodessa I Caddo 23 CenturyTel of North Louisiana, LLC Spencer Union 26 CenturyTel of South Arkansas, Inc. Dodge City Clai borne - 27 CenturyTel of South Arkansas, Inc. Junction City ClaibornelUnion 28 CenturyTel of SouIheast Louislana, LLC Breaux Bridge St. Martin , 29 CenturyTel of Southeast Louislana, LLC Arnaudville St. LandrylSt. Martin 30 CentuvTel of Southeast Louisiana, LlC Cecilia St. Martin ___._..__.__- ___ 31 CenturyTel of Southeast Louisiana, LLC Henderson St Martin 32 CenturyTeI of Southeast Louisiana, LLC I Parks St Martin ------___-...--- 33 Centuryfel of Evangellne, LLC Church Point Acadla 34 CenturyTel of Evangeline, LLC Kinder Allen . -. - 35 CenIuryTel of Evangeline, LLC Ville Piatte Evangellne

WASH-6602603.1 132

Excharise:, j Paris?? ! CentuwUnkPlaktiff;;-0. 77 . ~ IC, -.* .* ,.:. ,:I. . _. .*c. . . .I I * 36 CenturyTel of Evangelhe, LLC 8asite Evangeline 37 CenturyTel of Evangeline, LLC Cankton St. Landry 38 CenturyTel of Evangeline, LLC Chatalgnler I Evangeline 39 CenturyTeI of Evangelhe, LLG De Qulncy CalcasIeulSeauregard 40 CenfuryTel of Evangeline, LLC Elton JeffersonDavis 41 CenturyTel of Evangeline, LLC Fenton Jefferson Davis _.------42 CenturyTet of Evangeline, LLC Hayes CalcasieulCameronl JeffersonDavis 43 CenturyTel of Evangeline, LLC Iota Acadia 44 CenturyTel of Evangeline, LLC Iowa Ca!casieu/Jefferson Davis 45 CsnturyTel of Evangeline, LLC Lacassing CalcasIeulJefferson 1 Davis ----I--- - _-- 46 CenturyTel of Evangeline, LLC Mamou 1 Evangelhe

2 WASH-6602603.1 133 1 MR. ATKINSON: I think with that, 2 Your Honor, the witness is available for 3 cross-examination. 4 ALJ GRIFFIN: Okay. 5 CROSS-EXAMINATION

6 3Y MS. MASTERTON: 7 Q- Good morning, Ms. Burt. 8 A. Good morning. 9 Q. You are familiar with the decision in the 10 Virginia court, the CenturyLink case in the 11 Virginia court, aren't you? 12 A. Well, it is my understanding that there is 13 no Einal decision, that that is on appeal right 14 now - 15 Q- But you're familiar with the decision that 16 was issued by the trail court in that case, 17 correct? 18 A. Yes. 19 Q. In fact, you testified as a witness in that 20 case, didn't you? 21 A- Yes, I did. 22 Q- And would you agree that in that case Sprint 23 took similar positions as they are in this case 24 regarding the application of the interconnection 25 agreement to access charges?

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 134 1 A. This particular Interconnection Agreement 2 wasn't a subject of the Virginia lawsuit. So, no. 3 Q. But there were interconnection agreements 4 that were in dispute in the Virginia lawsuit,

5 correct?

6 A. The Interconnection Agreements that were in 7 dispute there were the Legacy Embarq a Interconnection Agreements. The Interconnection 9 Agreements relative to this case are the Legacy 10 CenturyTel ICAs, and they're totally separate 11 contracts. 12 Q* But still, you did take the position in that 13 dispute that the Interconnection Agreements in 14 that case were not -- did not address 15 interexchange traffic, didn't you? 16 A. Well, as a witness that wasn't one of the 17 issues that T addressed. 3: believe Sprint did, 18 but it wasn't an issue that I addressed. 19 Q- Okay. But you addressed the issue of 20 whether the Interconnection Agreement required 21 that access charges be paid €or Voice Over 22 Internet Protocol traffic, correct? 23 A. Could you ask that again, please? 24 Q. You, as a witness, addressed the issue of 25 whether those Interconnection Agreements that were

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 135 1 in dispute in that case required that access 2 charges be paid €or Voice Over Internet trafEic -- 3 protocol traffic, correct? 4 A. I did provide some testimony on that, yes. 5 But as far as the interpretation of the contract 6 terms, there was really another Sprint witness 7 that really focused on that issue. a Q. And the court didn't accept Sprint's 9 testimony on those issues, did it? 10 A- No, the court did not. No. 11 Q- Okay. And the court didn't accept your 12 testimony either, did it? 13 A. No, they did not. Not -- well, that is a 14 very general statement, but there were portions of 15 my testimony, yesr that they didn't accept. Yes. 16 Q. In fact, the words of the court, and we can 17 look at the opinion, was that your testimony 18 defied credibility; isn't that correct? 19 A. Yeah, what the court was -- 20 MR. ATKINSON: Your Honor, I think 21 at this point we would pose an 22 objection. We gave a little leeway to 23 opposing counsel, but Your Honor is the 24 judge in this proceeding. And Your 25 Honor will judge the credibility of the

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 136 witnesses in this proceeding. And the 2 judgments regarding witness credibility 3 of another judge in another proceeding 4 over another contract are irrelevant and 5 immaterial to the matters in this 6 proceeding. And we would object and ask 7 that that question and answer be struck. a MS- MASTERTON: I: think it is 9 perfectly legitimate if a witness has 10 been found by a judge in a previous 11 case, and especially a case that has 12 issues similar to this to lack 13 credibility, It goes to the credibility 14 of the witness, and it is a perfectly 15 legitimate line of questioning. 16 MR- ATKINSON: Your Honor, may I 17 respond? '18 This is more than apples and 19 oranges. This is apples and Eire 20 engines. It is a diEferent jurisdiction- It is a different judge. 22 It is a different Interconnection 23 Agreement. A whole different plate of 24 issues. We would say that it is totally 25 irrelevant, the judge's determinations

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 137 1 on that- That is your job in this

2 proceeding- 3 ALJ GRIFFIN: All right- 4 Mr. Atkinson, 1 am going to say, and 5 Ms. Masterton, this issue, 1 understand 6 it is a different jurisdiction and a 7 different judge. I have read the a opinion because it was attached to 9 testimony, so I am familiar with what 10 was said in it. 3: understand your 11 argument that it is different- And 1'11 12 make that decision after I look at it. 13 I don't see any reason €or us to delve 14 into this too far, but I don't mind. We

15 are an administrative agency. 3: can 16 certainly determine its relevancy is. 17 So if you will go ahead and continue, 18 but I don't see any reason to go into 19 this in great length. 20 MS. MASTERTON: All right. That is 21 the last of my questions on that. 22 BY MS. MASTERTON: 23 Q. Mr. Burt, are you familiar with a complaint 24 that Sprint filed in Texas against CenturyLink 25 relating to the same issue of the suspension of

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501-372-51 15 138 1 Sprint's ordering privileges? 2 A. Yes - Q. Okay. And how was that case resolved? A. The case was finally resolved because in -- and that was against the Legacy Embarq companies 6 again. Totally separate from the Legacy 7 CenturyTel companies. And because in the Virginia 8 case Sprint had posted a bond for the amount 9 determined by the judge. We had, in effect, made 10 a payment for that VoIP traffic that was in 11 dispute. And I think it is important to point out 12 that the Virginia lawsuit was an ICA claim, which 13 contrasted with the legacy CenturyTel lawsuit in 14 Louisiana, that is a tariff claim -- 15 0- Right - Stick -- 16 A. Not a -- so the resolution of the issue -- 17 ALJ GRIFFIN: Don't talk over each 18 other. Let him go ahead and answer 19 whatever he is going to answer here. 20 MS. MASTERTON: We was just getting 21 kind of far afield of what I had asked 22 him. Sorry. 23 ALJ GRIFFIN: Go ahead and answer. 24 THE WITNESS: Well, really it is 25 not. You asked how did we resolve

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 139 1 Texas. Because the lawsuit in Virginia 2 was an ICA lawsuit, the claim was an ICA 3 claim, and Sprint posted a bond. Then 4 it was only appropriate that Legacy 5 Ernbarq could not impose the embargo for 6 the provision of local interconnection 7 trunks, but that is totally different 8 than the situation here. 9 BY MS. MASTERTON: 10 Q. But Sprint actually paid CenturyLink some I1 money, some unpaid past due bills, correct? 12 A, Yes. So I think when Sprint was going 13 through its due process in Texas, we knew that the I4 bond had been paid, but then we were -- we 15 checked, was there anything else that was 16 outstanding. And I think we determined that there 17 were some other invoices that were outstanding and ia those were paid as well- I think it was an 19 oversight on both parties' part. I don't think -- 20 legacy Embarq, to my knowledge, wasn't aware of 21 those outstanding balances either, but once we 22 became aware of them we just paid those, too. So 23 it was really a combination of the bond and paying 24 some unpaid charges that -- undisputed unpaid 25 charges, I might add, that the parties weren't

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS SO1 -372-51 15 140 1 aware of. 2 Q- Okay. After you paid those undisputed past 3 due charges, then CenturyLink restored Sprint's 4 ordering privileges, correct? 5 A. Legacy Embarq did, yes. Yes, because we 6 satisfied the -- again, the terms of the lawsuit 7 in the bond. And we identified some unpaid 8 charges, undisputed unpaid charges. And Sprint 9 typically pays those, I think, as you now. And 10 once those were identified we paid them- 11 Q. And there is no supersedeas bond related to 12 the Louisiana lawsuit, is there? 13 A. I 'rn sorry? 14 Q- You said that one of the things that made a 15 diEference in the Texas case was that Sprint has a 16 bond filed to cover the payment of the money that 17 is in dispute, depending on the outcome of that --

18 ultimate outcome of that lawsuit, correct? Did 1 19 misunderstand what you said? 20 A. Well, the Court ordered Sprint -- the 21 Virginia Court ordered Sprint to pay a bond. 22 There has been no such decision by the Court or 23 the FCC which -- to which this Louisiana lawsuit

24 has been referred to pay any such bond. So no, 25 there is no bond here-

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 141 1 MS. MASTERTON: Okay- Thank you-

2 That is all the questions that I have. 3 ALJ GRIFFIN: Mr. Atkinson?

4 MR. ATKINSON: Thank you, Your

5 Honor. Just very briefly. 6 REDIRECT EXAMINATION

7 BY MR, ATKINSON: a Q- Mr. Burt, do you recall counsel €or 9 CenturyLink's questions about the Virginia 10 lawsuit?

11 A. Yes.

12 Q- What is the status, if you know, of that 13 Virginia Federal Court proceeding? 14 A. It is currently on appeal. I believe it is 15 before the Fourth Circuit Court of Appeals. 16 Q. And as far as you know, that matter has not 17 been decided before the Fourth Circuit? 18 A. That is my understanding, yes.

19 MR. ATKINSON: Thank you- That is

20 all I have, Your Honor.

21 ALJ GRIFFIN: Thank you.

22 Anything further, Ms, Masterton?

23 MS, MASTERTON: No, I don't have

24 anything further at this time. 25 ALJ GRIFFIN: Anything further?

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 142 1 MR. ATKINSON: No, Your Honor. May 2 the witness be excused? 3 ALJ GRIFFIN: No, I would like for 4 you -- you have heard the opening 5 statements of the two counsels this 6 morning. Explain to me how you see 7 this?

8 THE WITNESS: Okay. 1 am not very 9 good at analogies, but I did hear them 10 both. And I am sure like you, well you 11 hear this one and well that makes sense. 12 And then you hear this one well that 13 makes sense, too. 1 think that what is 14 missing is the fact that -- and I am 15 going to go to the train analogy. 16 Sprint's position is that the one train, 17 which is Sprint's interexchange carrier '18 company, which is certified in the state 19 of Arkansas to provide long distance 20 services. Sprint's CLEC, which is the 21 other train is certified only to provide 22 local services, local telephone 23 services. And we view those as mutually 24 exclusive. The certifications certainly 25 indicate that they are. As a CLEC I am

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 143 1 not authorized pursuant to that 2 particular certification to provide long 3 distance services. And as an

4 interexchange carrier, I am not 5 authorized to provide local services. 6 So, the terms that govern my CLEC, 7 Sprint's CLEC, even though 8 coincidentally it is the same legal 9 entity. Sprint has hundreds of legal 10 entities. They just happen to both be 11 under this same name. Maybe that is our '12 bad, but they both just happen to be 13 under this name. That entity, that 14 company or function is in business 15 solely as a result oE its certiEication 76 number 1, and the interconnection 17 agreement. That is it. It doesn't la purchase out of the tariffs. Sprint, 19 the XXC, is solely in business as a 20 result of its interexchange carrier 21 certification- And it solely purchases 22 out of tariffs. And I think the 23 confusion is when you try to mush the 24 two together. They are not mushed 25 together. If Sprint the CLEC went away

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501-372-51 15 'I 44 1 tomorrow, Sprint the IXC, they would 2 continue business as usual as if nothing 3 ever happened. As a matter of fact, 4 they were in business, I believe they 5 were certified in 1986. 6 ALJ GRIFFIN: In Arkansas? 7 THE WITNESS: In Arkansas- Our a CLEC wasn't certified until 1999. Our 9 interexchange carrier operated 10 independently of our CLEC as an 11 interexchange carrier since that 12 certification- And it would operate 13 independently of our CLEC as an 14 interexchange carrier even if our CLEC 15 went away. And I think, you know, the 16 confusion -- this is where the 17 interpretation of the contract comes 18 into play is when you try to suggest 19 that that IXC is bound by the terms of 20 the Interconnection Agreement. We say 21 no, they say yes. 22 ALJ GRIFFIN: All right- Sprint 23 Communications Company, L-P-, is that 24 who holds the certificate for the CLEC? 25 THE WITNESS: Yes, it is.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 'I 5 145 1 ALJ GRIFFIN: Is it the same 2 company that owns the IXC? 3 THE WITNESS: It is. It is the 4 same legal entity of Sprint NexTel 5 Corporation that holds both of those 6 certificates, but they operate 7 independently of one another- 8 ALJ GRIFFIN: So the parent -- I'm 9 sorry €or butting in. 1 just want to 10 try to get this right. NexTel -- how 11. did you call it? 12 THE WITNESS: Sprint NexTel 13 Corporation.

14 ALJ GRIFFIN: Sprint NexTel 15 Corporation is parent? 16 THE WITNESS: Yes. 17 ALJ GRIFFIN: Parent corporation? 18 THE WITNESS: Yes. 19 ALJ GRIFFIN: And underneath that 20 it.has an entity called Sprint 21 Communications Company, L.P.? 22 THE WITNESS: That is correct. 23 ALJ GRIFFIN: And that company, one 24 company functions on two sides as an IXC 25 and as a CLEC. And let's say an IXC is

BUSHMAN COURT REPORT'LNG LITTLE ROCK, ARKANSAS 501 -372-51 15 146 1 an interexchange company, and a CLEC is 2 a competing local exchange company? 3 THE WITNESS: Correct. 4 ALJ GRIFFIN: Okay. But it's the 5 same company holds both licenses and 6 that is the same company that has an 7 Interconnect Agreement with CenturyTel? a THE WITNESS: It is the CLEC 9 function that has the Interconnection 10 Agreement with CenturyLink.

11 ALJ GRIFFIN: Well, 1. understand 12 your point, but it is one company, 13 right? 14 THE WITNESS: It is one of -- it is 15 one legal entity underneath the Sprint 16 NexTel umbrella, yes. 17 ALJ GRIFFIN: Okay. I just want to ia get this right in my head, so that when 19 I'm writing an order, you know, I don't 20 have questions then that I wish I had 21 asked you now. So I have been meaning 22 to get that clear exactly what the 23 picture of the corporate entities are. 24 THE WITNESS: And Sprint doesn't 25 dispute it, and CenturyLink makes that

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 147 1 point that it is one company. It is I 2 one legal entity. And Erom our 3 perspective, the important distinction 4 is that the CLEC function operates 5 pursuant to the ICA- And the 6 interexchange carrier function operates 7 pursuant to the terms and conditions of a the access tariffs-

9 ALJ GRIFFIN: The interexchange 10 company doesn't need an ZCA? 11 THE WITNESS: No. 12 ALJ GRIFFIN: All they need are the 13 tariffs? 14 THE WITNESS: That is correct. 15 That is all we had. We were certified 16 as an IXC in 1986. We didn't have this 17 document -- I don't even know -- I 18 forget when we actually entered into 19 this agreement. It is probably in the 20 back here someplace. But we weren't 21 even a CLEC until 1999, And we entered 22 into this Interconnection Agreement 23 sometime after that. Through the whole 24 period of time we have been an IXC 25 pursuant to tariffs.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 148 1 ALJ GRIFFIN: I did try to look 2 that up in our records and I saw the IXC 3 in '86. So I did see that. 1 never got 4 as far as the CLEC part, but that is 5 good to know, too. 6 MR. ATKINSON: Your Honor, I am 7 going to hand the witness a copy of 8 Joint Exhibit 1, which is the adopted 9 Interconnection Agreement with the cover 10 letter with the date on it- 11 ALJ GRIFFIN: Okay. So he can tell 12 me from that, and be advised of what 13 date the Interconnect Agreement was 14 signed? 15 MR. ATKINSON: Yes, Your Honor. 16 THE WITNESS: Yes. Thank you. It 17 looks like this was signed in September 18 of 2005 by CenturyTel, in August of 2005 19 by Sprint. So, we started operating 20 under the ICA in late 2005. 21 ALJ GRIFFIN: This was an 22 Interconnect that was entered in that 23 was originally someone else, and you 24 guys joined it. Is that what happened? 25 THE WITNESS: Yes. The Telecorn Act

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 149 1 allows CLECs to adopt Interconnection 2 Agreements. And we adopted this one 3 which was a between AllTel and the 4 Legacy CenturyTel companies. 5 ALJ GRIFFIN: And the Legacy 6 CenturyTel companies? 7 THE WITNESS: Yes. 8 ALJ GRIFFIN: Who are they? What 9 is the difference between that and -- 10 THE WITNESS: I'll try this. 11 ALJ GRIFFIN: I'm going to ask both 12 sides, so both sides get a chance at 13 this. You get a heads up, Mr- Miller. 14 THE WITNESS: So the parent company 15 is CenturyLink, and I am sure they have 16 numerous subsidiaries or affiliates, one 17 of which is what we refer to as the 18 Legacy CenturyTel companies which is an '19 incumbent local exchange carrier 20 operating in several states- And the 21 other one that we have talked about 22 today is the Legacy Embarq companies, 23 which were the incumbent local exchange 24 companies that CenturyTel purchased, I 25 think, in 2009.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501-372-51 15 150 1 ALJ GRIFFIN: Okay. 2 THE WITNESS: So they came together 3 underneath the CenturyLink umbrella. I 4 think after that merger they changed 5 their name from CenturyTel to 6 CenturyLink. 7 ALJ GRIFFIN: Okay. Good to know. 8 That helps get some frame work here, so 9 that is good.

10 And you explained to me your 11 thinking along what the difference is

12 and why the ICA doesn’t apply here? 13 THE WITNESS: Yes. The ICA is not 14 implicated by the Legacy CenturyTel VoIP 15 lawsuit filed in the state of Louisiana,

16 yes *

17 ALJ GRIFFIN: And -- well, okay. ia Notwithstanding what is going in I9 Louisiana, what has happened in 20 Virginia. The ICA that you entered into 21 here that Sprint Communications Company, 22 L.P., entered into the CLEC as you say 23 side, entered into with CenturyTel. You 24 €eel that you said a11 you need to say 25 as far as why it is not implicated in

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 1 s1 1 this lawsuit? 2 THE WITNESS: I'm sorry, Your 3 Honor, in which lawsuit? 4 ALJ GRIFFIN: This one here, that 5 we are here today about. 6 THE WITNESS: This complaint 7 proceeding? a ALJ GRIFFIN: Right. 9 THE WITNESS: Well, this complaint 10 proceeding is regarding the 11 Interconnection Agreement. Our 12 complaint is that CenturyTel has 13 violated the terms of our Arkansas ICA. 14 And they're saying that the VoIP dispute 15 is the reason they are not Eulfilling 16 their obligations under this agreement. 17 And that is what we disagree with. 18 ALJ GRIFFIN: I understand. 19 THE WITNESS: Okay. 20 ALJ GRIFFIN: The payment problem 21 you're saying falls under the IXC side? 22 THE WITNESS: Yes. The Louisiana 23 lawsuit, which addresses the VoIP 24 dispute for all of the CenturyTel 25 companies did not make a claim with

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 152 1 regards to this ICA. The only claim I 2 that was made was a tariff claim, which 3 is -- and a Telecorn Act claim, but the 4 tariff claim is really the primary one, 5 which is the tariffs that Sprint the IXC 6 purchases access services through. 7 ALJ GRIFFIN: And your company is 8 claiming a breach of contract, 9 basically. That CenturyTel has breached 10 their obligations under the ICA for not I1 providing these services to you at this 12 time? 13 THE WITNESS: Yeah. We are saying 74 that they should be continuing to 15 provide the services pursuant to this 16 agreement because -- two reasons- One 17 is the VoIP dispute is a tariff dispute. 18 It is a tariff lawsuit. It is not an

I9 TCA lawsuit in Louisiana. And second is 20 there is a -- it is article 3, 17, dot, 21 6 in this agreement that is a continuous 22 service clause that says, you know, so 23 even if there were a dispute 24 regarding -- and it is on page Roman 25 numeral three seven, And so even if

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 153 1 there were a dispute, and these are my 2 words. It is not the company. Whether 3 or how that dispute were to arise, the 4 parties, both parties have to continue 5 to provide services pursuant to this 6 agreement until that dispute is 7 resolved - 8 So even if you determine that 9 somehow the Louisiana tariff lawsuit 10 implicates our ICA, 17, dot, 6 suggests 11 to me that, well, they still need to 12 continue providing services until it is 13 resolved. And it hasn't been resolved. 14 ALJ GRIFFIN: So continue providing 15 services. Do you interpret that to mean 16 that they should continue to add -- to 17 offer additional for people to take- It 18 is not just to status quo? 19 THE WITNESS: There is no 20 limitation, Your Honor, in 17, dot, 6 to 21 suggest that they only have to continue 22 providing services they're currently 23 providing. There is no limitation 24 whatsoever, So yes, our position is you 25 have to abide. And that is what it

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 154 1 says. You have to continue to provide 2 those services pursuant to this

3 agreement. One of which is provisioning 4 new trunks. 5 ALJ GRIFFIN: All right. I 6 appreciate your testimony today. 7 THE WITNESS: You're welcome. a ALJ GRIFFIN: All right. That is 9 all I have. You're excused. Thank you 10 for appearing today. 11 THE WITNESS: Thank youJ Your

12 Honor * 13 ALJ GRIFFIN: Next witness. 14 And I should have warned you both. 15 I€ you have got any questions get it out I I6 front, because after I ask questions I 17 don't let either side ask question, but ia it sounds like you kind of already knew 19 that because neither one of you tried 20 to. I thought about that. I didn't 21 tell you that in advance. That is a 22 rule our Commission has. And so I was 23 going to let you had you asked to, but 24 you probably didn't need to do anything 25 else with him.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 '15 155 1 MR. ATKINSON: Correct. 2 ALJ GRIFFIN: You understand? Both 3 sides understand what f am saying? 4 MS. MASTERTON: T do- I 5 understand, Your Honor. I do -- it is 6 true though that sometimes, since we 7 don't have witness summaries where that 8 you might have the opportunity to hear, 9 and then you would ask some cross from 10 the summary that you might feel the need 11 to ask -- you might feel the need to ask 12 some follow-up questions, but f don't 13 have any, and I understand. And I am 14 fine with that. 15 ALJ GRIFFIN: All right. Great. I 16 appreciate that. 17 All right. Mr. Malone? 18 MR. MALONE: Sprint would call Amy I9 Clouser. 20 AMY CLOUSER 21 having been first duly sworn, was examined and 22 testified as follows: 23 DIRECT EXAMINATION 24 BY MR. MALONE: 25 Q. Ms. Clouser, would you please state your

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501-372-51 15 156 1 name and business address for the record? 2 A. Amy Clouser, 6500 Sprint Parkway, Overland 3 Park, Kansas 66251. 4 Q. Are you the same Amy S. Clouser who caused 5 to be -- cause prefiled testimony to be file in 6 this docket on February 8th of 2013, confidential 7 and public versions? a A. Yes. 9 Q- Consisting of six pages? 10 A. Yes- 11 Q. Do you have any corrections that you would 12 like to make to your prefiled testimony at this 13 time? 14 A. No, I don't. 15 Q. If 1 asked you the same questions today that 16 are contained in your prefiled testimony, would 17 those answers be the same? 18 A. Yes. 19 MR. MALONE: Your Honor, at this 20 time 3: would move the admission of 21 Ms. Clouser's testimony into the record. 22 ALJ GRIFFIN: Without objection it 23 will be received. 24 (WHEREUPON, the prefiled testimony 25 of AMY S- CLOUSER was entered into the

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 157 1 record as follows:) 2

5 6 7

17 ia

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501-372-5115 APSC FILED Time: 21W013 12:08:20 PM: Recvd 2/812013 12:07:23 PM: Docket 12-064-C-Doc.17

j I STATE OF ARKANSAS ! ARKANSAS PUBLIC SERWCE COMzvnSSION

Sprint Communications Company L.P. 1 1 Complainant, 1 1 V. 1 1 CenturyTel of Northwest Arkansas, LLC, 1 Dmket NO.12-064-C d/b/a CenturyLink, 1 1 Respondent 1 1 1

PUBLIC VERSION

Rebuttal Testimony Of Amy S. Clouser

February 8,2013

t 5363893~1 APSC FILED rime: 218r2013 12:08:20 PM: Recvd 21812013 12:07:23 PM: Docket 12-064-CIDoc. 17 159

1 Q. Please state your name and business address. I 2 A. My name is Amy S. CIouser. My business address is 6500 Sprint Parkway, Overland

3 Park, Kansas 6625 I.

5 Q. On whose behaIf are you testifying?

6 A, I am testifying in this proceeding on behalfofSprint Communications Company L,P.

I 7 (“Sprint”).

9 Q. By who are you empIoyed?

10 A. Sprint United Management Company (‘Tp-infUnited”), which is the management

11 subsidiary of Sprint’s parent entity, Sprint Nextel Corporation (Tprint Nextel”, Le., as

12 itself-and its affiliated operating companies).

14 Q, What is your position with Sprint Nextel?

15 A. I am an Access Verification AnaIyst JII ,a position I have held since December of 2012.

17 Q. Please summarize your educationd and professional background. I

I 18 A. I hold a Bachelor of Arts degree from Pennsylvania State University. I formerly

19 worked for GE CapitaI. 1 began my career with Sprint in March of 1998, when I went to

20 work for Sprint Publishing, which published the Sprint Yellow Pages. In March of 200 1,

23 I accepted the position of Access Auditor IT within the Sprint Access Verification

22 Department. I served as an Access Verification Process Specialist for the Sprint local

23 telephone companies from 2003 until 2005, at which time I was promoted to an Access

2 !

APSC FILED lime: 2/8/2013 12:08:20 PM: Recvd 2/8/2013 12:07:23 PM:Docket 12-064-C-Doc. 17 160

!i 1 VeSication Analyst II in May of 2005. As of December of 2012, I currently hold the

2 position of Access Verification AnaIyst III. In my current position, I audit and process

3 disputes for invoices related to switched access charges billed to Sprint Communications

4 Company L.P. in its capacity as a long distance carrier and as a competitive local

5 exchange carrier. I am responsibIe for invoices regarding all states,

7 Q* Have you testified before any state reguIatory commissions?

8 No. I have prepared affidavits on issues before the Texas Public Utility Commission and

9 the Public Utilities Commission of the State of South Dakota. 1 testified in federal court

10 in South Dakota in the case of Sprint Communications Company, L.P. Y. B.J. Jones in his

11 Official Capacily as Judge of Tribal Court, Crow Creek Sioux TribaI Court, and Native

12 American Telecom, LEC.,D S.D., CiviI No,10-41 10.

14 Q. What is fhe purpose of your Rebuttal Testimony?

1s A. The purpose of my Rebuttal Testimony is to respond to the CenturyTel of Northwest

16 Arkansas, LLC (“CenturyTel”) Reply Testimony of Guy E. Miller, IIL In particular, I

17 will discuss his testimony regarding the VoIP dispute and clarify that that dispute is not

18 related to the invoices for services related to the party’s interconnection agreement,

19 which governs the traffic exchanged between CenturyLink and Sprint over Section 25 1

20 interconnection trunks (the ‘IXCA”).

21 Q. On pages 9 and 10 of Mr, Miller’s testimony he discusses the November 23,2009

22 Ietter arid billing account numbers (BANS).Can you explain CenturyLink’s BANS

3 APSC FILED Time: 2W2013 12:08:20 PM: Recvd 21812013 12:07:23 PM: Docket 12-064-C-DOC. 17 161

1 and the difference between a CLEC 3AN or “CLBAN’’ and an TXC BAN,” as 2 listed on the attachment to the November 23,2009 letter? I 3 A. CenturyLink estabiishes a number of different bilIing accounts, identified as BANS.

4 Different BANs are set up for different states, for different types of charges, and to

5 otherwise separate the charges for various tracking purposes. For example, there are

6 BANs on which the monthly flat-rate charges for circuits are billed and separate BANs

7 on which usage-based charges are billed. There are separate BANs based on whether the

8 charges are being bilIed to Sprint’s wireless operations, its Interexchange carrier *

9 operations (KC)or its Competitive Local Exchange Carrier (CLEC) operations. There

10 are 50 different CenturyLink BANs on which Sprint was biIIed for Arkansas charges in

If 2012. Seven of the Arkansas BANS that CenturyLink created cover charges billed to

12 Sprint’s IXC operations for switched access sentices. Three of the Arkansas BANSthat

13 CenturyLink created cover charges billed to Sprint’s CLEC operations. The IXC BANS

14 include usage-based (or per-minute) charges billed for traficic sent over the Feature Group

15 D trunk groups ordered by Sprint’s IXC operations. The CLEC BANs include charges

16 billed for the trunk groups ordered by Sprint’s CLEC operations, as well as charges such

17 as directory listing services for the end users served by Sprint’s CLEC operations.

19 Q. Did the fact that CenfuryLink, in its November 23,2009 letter, only make a deposit

20 demand on “IXC BANs” for the CenturyTel Subsidiaries conform to your

21 understanding of the VdP dispute between Sprint and the legacy CentuzyTel

22 entities?

4 i

APSC FILED Time: 21&2033 12:08:20 PM: Recvd Z8E2013 12:07:23 PM: Docket 12-064-C-Doc. 17 162

1 A, Yes. I am familiar with the VoP dispute and the difference between the dispute with the

2 Icgacy Embar,q entities and legacy CcnturyTel entities. For legacy CenturyTel, including

3 Arkansas, Sprint ncver cntcrcd any disputcs associated with the CLEC BANs. There is

4 no connection, and never was my,with the VoIP dispute and invoices that CenturyLink

5 submittcd for any services provided pursuant to the parties' ICA, CenturyLink itself

6 understood this whcn it demanded a deposit for the CenturyTel subsidiary in Arkansas

7 for only the IXC BANs.

9 Q. On pages 12-13,Mr. MilIcr makes a reTerence to the fact that Sprint is in default of

10 the ICA because of unpaid charges associated with the VoIP dispute. Is this true?

11 A. No. Again, there is no connection between the invoices for services provided pursuant to

12 the ICA and the VolP dispute, When Sprint disputed charges as part ofits VolP dispute

13 with the legacy CenturyTcl entities, Sprint did not enter disputes on thc CLEC BANs.

14 Likewise, it is important to highlight here Sprint never applied any amounts that Sprint

15 owed on those CLEC BANs toward the amounts in dispute. CenluryLink's rchd to

16 abide by its obligations under the parties' ICA is equivalent to an offset in that it is trying

17 to leverage the parties' Section 25 I interconnection arrangement for the purpose of ia collecting under a wholIy unrelated tariff dispute.

20 Q. At page 16 and 17, Mr. Milk references the Virginia case in arguing that the VoIP

21 dispute was an effort at cost cutting* Do you agree with this conclusion?

22 A. AbsoIutely not. The VoIP dispute and the reasons for filing that dispute have no

23 relationship to Sprint's complaint before the Arkansas Public Service Commission. But,

5 APSC FILED TIrne: 21EJ2013 12:08:20 PM:Recvd 218/201312:0723 PM: Docket 12-064X-Doe. 17 16i

1 I will address this portion of Mr. Miller’s testimony, As Mr. Burt states in his Testimony

2 in this proceeding, the Virginia decision remains on appeal, Regardless, the notion that

3 Sprint undertook the VoP dispute in order to address its financial circumstances has no

4 merit when a more complete context of the relationship between the parties is considered.

5 In the years from 2007-201 1, the totd amount in current charges invoiced to a11 Sprint

6 entities and processed by Sprint’s Access Verification group from all of CentuvLink

7 entities was BEGIN CONFIDENTIAL***]

12 [***ENDCONFa)ENTIAL***]

13 Accordingly, it is misleading for Mr. Miller to suggest that Sprint does not pay its bills

14 from CentuiyLink and that the VolP dispute between the parties was some kind of

I 15 systematic cost avoidance scheme on the part of Sprint.

16 Q. Does this conclude your Rebuttal Testimony?

17 A, Y~s.

6 172 1 MR. MALONE: And do you have copies 2 of her testimony as well, Your Honor. 3 ALJ GRIFFIN: Yes, sir, I do. 4 Thank you €or offering though. 5 Let's go off the record €or a

6 second.

7 (Whereupon, there was a brief a off-the-record discussion.) 9 ALJ GRIFFIN: Back on the record. 10 Please proceed. 11 MR. MALONE: Your Honor, the 12 witness is available for Cross. 13 CROSS-EXAMINATION 14 BY MS- MASTERTON: 15 Q. Good morning, Ms. Clouser. Wow are you? 16 A. Good morning- Good. 17 Q- I am going to ask you a question about the ia portion of the testimony that is confidential, but 19 I think I can ask it in a way that does not 20 require Ms. Clouser to reveal any confidential 21 testimony- So I just want to make sure you all 22 are comfortable with that, 23 ALJ GRIFFIN: Let me ask a question 24 before you proceed, Is there anyone in 25 the courtroom that has not signed an

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 173 1 affidavit of confidentiality?

2 (No response. ) 3 ALJ GRIFFIN: Okay. So we are good 4 to go. Ask what you need to. 5 MS. MASTERTON: Okay. I am still 6 probably going to do it in a way so that 7 it won't require the transcript 8 hopefully to be confideatial- 9 3Y MS. MASTERTON: 10 Q- Ms. Clouser, in your testimony on page 6, 11 and then I am looking at the chart in the middle 12 there.

13 A. Yes - 14 Q. And then €or the year 2009, that percentage 15 is fairly significantly lower than the percentages 16 for the other years. Would you agree? 17 A. Correct. 18 Q. Okay. Is that because of the credit that 19 Sprint applied to its access bills with 20 CenturyLink? 21 A. That would be because of the back claim in 22 which the accounts payable debit balance was 23 applied on the accounts. 24 MS. MASTERTON: Okay- That is all

25 the questions 1 have. Thank you-

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 174 1 MR. MALONE: No redirect, Your 2 Honor. 3 ALJ GRIFFIN: Ms- Clouser, I sure 4 appreciate you coming today. 3: hate 5 that we didn't have more for you, but 6 sit back and enjoy the rest of the 7 hearing. You're excused. a THE WITNESS: Thank you. 9 MR. MALONE: Your Honor, would we 10 be able to take a quick break? 11 ALJ GRIFFIN: We certainly can. 12 About 15 minutes. We are off the 13 record. 14 (Whereupon, there was a brief 15 recess, after which the following 16 proceedings were had, to wit:) 17 ALJ GRIFFIN: We will come back to 18 order and go back on the record. 19 That is both of Sprint's witnesses- 20 Mr. Malone, do you have anything 21 else for me this morning? 22 MR. MALONE: No, Your Honor. 23 ALJ GRIFFIN: That is the 24 presentation of your case? 25 MR. MALONE: Yes, Your Honor-

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 175 1 ALJ GRIFFIN: All right. So we 2 will move on to CenturyTel. 3 MR. MALONE: Yes. 4 ALJ GRIFFIN: Ms. Masterton? 5 MS. MASTERTON: Yes. CenturyLink 6 calls Guy Miller to the stand- 7 DIRECT EXAMINATION 8 BY MS MASTERTON: 9 Q- Good morning, Mr. Miller. 10 A. Good morning. 11 Q. Could you please state your name and address 12 €or the record?

13 A. Guy Miller- My address is 100 CenturyLink I4 Drive, Monroe, Louisiana 71203. 15 Q- And by whom are you employed, and in what 16 capacity? 17 A- I am employed by CenturyTel Service Group, 18 and in my current capacity I am a wholesale staff 19 director - 20 Q- Thank you. And did you prefile reply 21 testimony in this case on February 1st consisting 22 of 17 pages and 3 exhibits? 23 A. I did. 24 Q. Okay- And did you also prefile surrebuttal 25 testimony in this case on February 15th consisting

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 176 1 of 12 pages? 2 A. I did. 3 MS. MASTERTON: Your Honor, I would 4 like to move that the testimony be 5 inserted into the record. 6 ALJ GRIFFIN: All right. Without 7 objection, it will be accepted. 8 (WHEREUPON, the prefiled testimony

9 of GUY E. MILLER, I11 was entered into 10 the record as follows:)

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 APSC FILED Tlrne: 2Jll2013 lI:MI:3DAM: Recvd 211t2013 jl:OO:l4 AM: Docket <2-064.C-Doc. 14 177

BEFORF, THE PUBLIC SERVICE COMMISSION OF THE STATE OF ARKANSAS

Sprint Communications Company, L.P. 1 Complainant, 1 V. 1 Docket No. 12-064-C CenturyTel of Northwest Arkansas, LLC, 1 d/b/a CenturyLink, 1 Respondent. 1

REPLY TESTIMONY OF GUY E. MILLER, IH ON BEHALF OF CENTURYTEL OF NORTHWEST ARKANSAS, LLC

February 1,2013

I APSC FILED Tlme: 211l2013 11:00:3O AM: Red 21112013 i1:OD:f t AM: Docket 12-DWGDoc. 14 178

REPLY TESTIMONY OF GUY E. MILLER, III ON BEHALF OF CENTURYTEL OF NORTHWEST ARKANSAS. LLC

I Q. Plcasc state your name and business address.

2 A. My name is Guy E. Miller, 111. My business address is 100 CcnturyLink Drive, Monroc,

3 LA 71203.

4 Q. On whose behalf are you submitting this reply testimony?

,. .. , 5 A. I am submitting this reply testimony on behalf of CenturyTel of Northwest Arkansas,

6 LLC (“CenturyLink“), one of the Arkansas ’ incumbent Iocal exchange companies

7 (“ILECs”) of CenturyLink, Inc.

8 Q. By whom arc you empIoyed and what is your position?

9 A. I am currently employed by CenturyLink Scrvicc Group as a Wholesale Staff Director. I

10 have held this position since ApriI 1,201 I.

1 1 Q. What arc your responsibilities as a Wholesale Staff Director?

12 A. I am responsible for evaluating the impacts of the policies, obligations and operations that

13 govern the interactions between representatives of CenturyLink’s regulated telephone .. 14 companies and wholesale customers, including competitive carrica. In addition, I am

I5 , . responsible for evaluating the impacts of CenturyLink‘s regulatory positions on inter-

I6 carrier issues. For example, I have evaluated and recommended revisions to proposed

17 elements of inter-carrier compensation reform. I am also involved in the development of

18 CenturyLink’s Interconnection contract templates and template terms and serve as an

2 APSC FILED Time: 211f2013 11:00:30AM: Recvd 21112013 ll:00:fl AM: Docket 12454-CDoc. 14 179

1 escalation resource to our wholesale interfacing teams on interconnection issues,

2 negotiations and dispute resolution.

3 Q. What positions did you hold before becoming a Wholesale Staff Director?

4 A. From September 10, 2002 to December 4, 2005, I was Director-Carrier Relations for

5 CenturyTel Service Group and from December 5,2005 to April 1,201 1 I was Director-

6 Carrier Relations Strategy and Policy. In those positions I was responsible for overseeing

7 all of thecampany’s activity related to its obligations under 8.8 251 and.252 of the I996

8 revisions to the Communications Act of 1934, as amended (the “Act’) (47 U.S.C. 59 25 1

9 and 2521, including ensuring compliance with those statutes. This also meant that I was

10 responsible for the dcvdopment and impIernentation of appropriate policies, the

I1 development and implementation of interconnection agreement terms, ovcrsight of

12 agrecment negotiations, management of the dispute resoIution process with

13 CenturyLink’s wholesale customers and ensuring compliant operations performed under

14 agreement terms.

15 Q. Please describe your experience in the telccornmunications industry before

I6 becoming a Carrier RcIations Director.

17 A. I have worked in the telecommunications industry in various capacities for over 30 years.

18 I started my career in 1978 with Southwestern Bell Telephone and held a variety of

.’ I 19 positions of increasing complexity and responsibility in the Customer Service, Sales, and

20 Human Resources areas until 1989. From I989 until 1995, I developed strategic, tactical

21 and business plans to provide services to competitive local exchange carriers (“CLEC”),

22 wireless carriers, Interexchange Carricrs (“EC”),Enhanced Service Providerhternet

.. . I. 3 APSC FILED Time: 21112013 11:00:30AM: Recvd 2/112013 11:00:11 AM: Docket 12-0B4-CDoc 14 180

I Service Providers (“ISP”) and the cablc industry. I also developed new products for this

2 market segment and established specialized customer service and sales support programs.

3 In 1995, I was recruited to MFS Telecom, a competitive telecommunications

4 access provider, where I served as the Director- Marketing for MFS’ private line and

5 collocation services. From late 1996 until September, 2002, I worked for Intermedia

6 Communications, a CLEC. For most of this time, I was a Senior Director in product

7 marketing. I managed and developed dedicated and switched transport and collocation

8 products for the wholesale business segment, which included carriers, ISPs, large

9 enterprise business and government. In 200 1, Intermedia was purchased by WorldCom.

10 At that time, I began serving in an interim dual role as the Intermcdia executive in charge

11 of Carrier and ISP Salcs Support and also as Intermedia’s Vice President for Industry

12 Policy. In this latter role, I oversaw thc integration of Intermedia’s regulatory and carrier

13 relations activities into the WorIdCom business model. I left WorldCom in Iate 2002

I4 and, as previously mentioned, joined CenturyLink as Director-Carrier Relations for

15 CenturyTel Service Group in September of that year.

I6 Q. Have you previously tcstificd before this Commission?

I7 A. Yes. I testified before this Commission in 2008 in Docket No. OS-031-U involving an

18 interconnection agreement (“ICA”) arbitration with Sprint.

19 Q. Have you previously testified before any other state commission?

20 A. Yes. In addition to the Arkansas Public Service Commission, I have testified before the

21 following state commissions: the Wisconsin Public Service Commission, the Tennessee

4 APSC FlLEDTlme: 2W2013 11:00:30AM: Red2l112013 tt:OO:+i’l AM: Docket 12-064-C-Doc. 14 181

Regulatory Authority, the Pennsylvania Public Service Commission, the Colorado Public

Utilities Commission, the Michigan Public Service Commission, the Orcgon Public

UtiIity Commission, the Missouri Public Scrvice Commission, the Alabama Public

Service Commission, the Louisiana Public Service Commission, the Texas Public Utility

Commission, thc Iowa Utilities Board and the Nebraska Public Service Commission. My

testimony before these commissions has been on a variety of issues including 47 U.S.C.

$252 arbitration proceedings, interconnection and inter-carrier compensation disputes

andcr $251-,agreement terms, corporate acquisition applications, and -the -matter of

acquisition and usc of an N I 1 code for private business purposes.

IO I have also testified before a United States District Court in 2009, a Wisconsin

11 Circuit Court in 20 12 and in American Arbitration Association proceedings in June 2003

12 and August 2007. Additionally, I have been iiivolved in the preparation and delivery of

13 written comments and ex partes related to several FCC proposed rulemakings during the

14 period of 2003 through 2007.

15 Q. What is the purpose ofyour testimony?

16 A. The.purpose of my testimony is to respond to the initial testimony submitted by James

17 Burt on behalf of Sprint Communications Company L.P. (“Sprint”).

18 Q. Haw you been invohed in the dispute that CenturyLink has had with.Sprint,and

19 that r,esulted in the filing of Sprint’s petition in this proceeding? .1 -

. ‘t;, . * 20 A. Yes. I authored the initid letter of August 18, 2009 that denied Sprint’s seIf-help non- . .I 2 I’ payment claims and required submission of the payments withheld. I further consulted

5 APSC FILED Tlme: 21112013 11:00:30AM: Rend 21112013 11:OOAl AM: Docket 12-064-EDoe. 14 182

with Mr. William Watkins, legal counsel for CentutyLink, during the preparation of the

November 23, 2009 letter that was scnt to Sprint. These letters are attached to my

testimony as Exhibits GEM-I and GEM-2.

4 Q. Can you briefly summarize the dispute between the parties? 5 A. Yes. Sprint adopted CenturyLink’s Arkansas ICA with AlIteI in September 2005. From

G that time through the next four years, Sprint regularly paid CenturyLink’s interstate and

7 intrastate access charges on interexchange traffic without distinguishing VoIP traffic * *. *- . 8 from other interexchange traffic. At no time during this period did Sprint disputc any

9 CenturyLink access charge billing on the basis that the trafic was VoIP traffic even

10 though Sprint was fully aware that the traffic it was handling for its cable partners during

11 this time period consisted of VoIP traffic. Nor to the best of my knowkdge did Sprint file

12 a complaint or other action before this Commission or any other authority regarding its

13 obligation to pay access charges on VoIP traffic.

14 Beginning in July 2009, however, nearly four years after entering into its’ ICA,

15 Sprint -for the first time disputed the applicability of access rates to Volp traffic and

16 unilaterally re-rated the traffic and recaIculated the charges to the rate that Sprint declared

17‘ it was “willing” to pay, or $.0007 per minute. Sprint then disputed&CenturyLinkk

1’8 charges retkoactively for a %-month period on the traffic that it estimated to be VoIP’and

19 which had previously been paid by Sprint without dispute. By Sprint’s own admission,

20‘ this Sprint-declared retroactive dispute was not an undetected overbilling situation, nor

21 was it caused by a change in the law, or change in CcnturyLink’s access tariffs or the

22 parties’ ICA. Rather, thc retroactive dispute conjured up by Sprint merely reflected a .., ,. ’ :r: ,

” , 6

I” .. APSCFILEO Xme: 21112013 11:00:30AM: Red2t112013 11:00:14 AM: Docket 12-0E4-GDoc. 14 183

I corporate decision to change its position with respect to the amount it was willing to

2 compensate other carriers for terminating VoIP-originated traffic.’

3 Beginning in July 2009, in addition to withhofding payment of disputed amounts,

4 Sprint also began uniIaterally withholding payment of non-disputed amounts in order to

5 “claw-back” payments that it had prcviously made for VoIP traffic (without dispute) from

6 2007 to 2009. Sprint engaged in this improper self-help action without any determination

7 from the Commission or any other authority that a refund or credits were owed by

8 CenturyLink. The totaI disputed and non-disputed amounts that Sprint has withheld for

9 Arkansas billing as of January 2013 have accumulated to $ $662,604.77 of which

10 $232,186.4 1 is specific to CentuqTel of Northwest Arkansas.?

11 In response to Sprint’s improper self-help actions, Centurytink provided written

12 notices to Sprint objecting to these actions in August and November 2009. The

13 November 23, 2009 noticc specified that the consequences of Sprint’s non-payment

14 would be suspension of ordcring privileges for both access and local services, assessment

15 of late payment charges, and the exercise of CenturyLink’s right to request a security

16 deposit.

17 CcntuiyLink believes that the suspension is consistent with the terms of the

18 parties’ ICA and CenturyLink’s tariffs. SpecificaIIy, the ICA between the parties states:

’ A fcdcnI court subsequently reached this same coneIusion in Centrl Teleplione Co. of Va. v. Spin! Cornnittnicarium Co., 759 F. Supp. 2d 759 (ED.Va. 201 I), appeal peding, No. 11-1322 (“Virginia Lawsuit”), Memorandum Opinion issued March 2,201 1, which is discussed later in my testimony. ’To assist thc Commission with understanding the total impact of Sprint’s sclf-hclp actions, Sprint’s VoIP-reIated withholding for all CenturyLink afiliates is eurrentIy $3 1AM.

7 APSCFILED time: 2/1/2013 11:00:30AM: Recvd 21112013 1l:OO:fl AM: Docket 12-064-GDoc. 14 184

1 ARTICLE I11

2 2.3 Termination Upon Default.

Either Party may terminate this Agreement in whole or in part in the event of a

default by the other Party; provided however, that the non-defaulting Party

notifies the defaulting party writing of the aIIeged default and that the defaulting

Party does not cure the allcgcd default within sixty (60) calendar days of receipt

of written notice thereof, ,Default is defined to include:

8 ...

9 (b) a Party's refusal or failure in any material respect properly to perform its

10 obIigations under this Agreement, or the violation of any of the material terms or

11 conditions of this Agreement.

12 Q. Sprint asserts that its non-payment of the billing for its VOW traffic is a tariff

13. dispute and not an ICA dispute? 1s Sprint correct?

14 A. No. The underlying basis and argument for Sprint's complaint and request for relief

15 hinges on this assertion and the assertion is incorrect. For example, as it states in the ICA

16 between the parties:

1.7 3.2 Compensation For Exchange Of Traffic.

18 3.2.1 Mutual Compensation. -.. Charges for the transport and termination

I ,"' : . , I ',I . ?,{I.I' .. Burt Direct at page 7, lines 9-16.

8 ’1 85

of optional EAS, intraLATA toll and interexchange iruffic shall be in accordance

with the Parties’ respective intrastate or interstate access tariffs, as appropriate.

[emphasis added]

It: is clear, therefore, that the ICA contemplates and encompasses the Partics’

obligations for the traffic tfiat is at the heart of this dispute. In the Virginia Lmusuif,

Sprint made the same argument that reference to tariffs within the ICA did not create a

contractual obligation that could be enforced and/or breached, but the federal court .- .-. _.,,,I ,. .’ emphatically rejected that argument. Sprint’s assertion that this is only a tariff dispute

that sorneliow isolates it from any involvement with the ICA is therefore incorrect.

IO Q. In his testimony, Mr, Burt further claims that CcnturyLink communicated that the

I1 deposit requestcd of Sprint was not related to services provided under an ICA; Is

I2 Mr. Burt’s claim correct?

I3 A. No. Mr. Burt fails to acknowledge that the letter that establishes CenturyLink’s

14 entitlement to a deposit states that Sprint’s self-help action “constitutes a continuing

15 materia1 breach of applicable contracis and tariffs.” [emphasis added] This text can be

16 found on page 2 of the lctter sent to Sprint by Mr. Watkins on November 23, 2009 ”t 17 (Exhibit GEM-2). Further, page one of that same letter refers to Sprint’s dispute of “IXC

18 billing account numbers (BANS) as we11 as local BANS.” As I earlier cIarified,+notonIy

19’ dbes the ICA specify Sprint’s contractual obligation to compensate CenturyLink ,with

20 respect to the interexchange traffic at issue, any CLEC billing under a “local 6AN”

21 would also be pursuant to the appIicable terms of the ICA. Mr. Burt has no basis to claim

4 Id. at paie 8, lihs 9-19.

9 186 APSC FILED Time: 211120I3 11:00:30AM: Recvd 21112033 4l:OO:ll AM: Docket 12-064-GDoc. 14

1 that CenturyLink asserted or otherwise implied that its deposit request was made for

2 services not provided under the ICA terms.

3 Q. Mr. Burt states that Sprint’s interpretation of CcntutyLink’s November 23, 2009

4 Ietter was that it applied only to those trunks for which CenturyLink was seeking a

5 deposit, Le., Feature Group D (‘‘FGD”) trunks.5 Is this a correct interpretation?

6 A. No. Thc facts do not support such a claim. The letter spcaks for itself and never once

7 mentions . ‘‘FGD trunks” but rather encompasses “immediate suspension of ordering

8 privileges for both access services requests (AS&) and local service loquesls (LSRs).”

3 [emphasis added] Most of the letter addresses Sprint’s nonpayment actions and the

10 consequenccs of the same. As set forth in the letter, the imposition of thc deposit is an

11 additional remcdy to the suspension of ordering privileges for all services. .

12 Q. Given your clarification of the applicability oflCA terms to this dispute, how do you

13 answer Mr. Burt’s claim that there is no dispute between the parties regarding the

14 traffic exchangcd over local interconnection trunks?‘

15 A. Mr. Burt’s claim is not relevant to the issue in this proceeding. A dispute under ICA

16 terms is not defined simply by whether or not the dispute solely encompasses the use of

17 local interconnection trunks. The ICA encompasses far more than just “local

I8 interconnection trunks.” As I previously demonstrated, Articlc V of the ICA speaks to

19 the transport and termination of various types of interexchangc traffic. ArticIe V goes on

20 to address the trunks used for non-locaI traffic as well. For example:

:. _. ,

’Id. at pagc.G. line22 through page 7, linc 1. 6 Id. at page 8, lines 2-7.

10 APSC FILED Tine: 21112013 11:00:30 AM: Red 21112013 14:OO:ll AM: Ooeket i2-OBLbC-Doc. 14 187

4.3.3 ALLTEL and CenturyTel shall, where applicable, make reciprocally

available, by mutual agreement, the required trunk grorips to handle direrent

iraffic fypex ALLTEL and CenturyTeI will support the provisioning of mink

groups that cony combined or sepurote Local Traflc and itrrruLATA foll ut7d

optimal EAS trafic, CenturyTel requires separate rrunk gmps from ALLTEL to

originate and terminate inferLATA cds and to provide Switched Access Service

to IXCs. . [emphasis added]

8 There is clearly a dispute between the parties on the payment of charges for this

9 trafic; there are Sprint's filed disputes, my August 19, 2009, letter, Mr. Watkins's

IO November 23, 2009 letter that refercnccd Sprint's "IocaI BAN" disputes among others; 11 and Mr, Burt's own admission in his testimony that there is a dispute between tkparties

12 over compensation for Sprint's VoIP traffic? As I earlier documented, the obligation for

1 3' payment of interexchange traffic charges is covered within the EA. - .Further,

14 CenturyLink has disputed Sprint's additional withholdings of undisputed charges that

15 pcrtajn to its "claw -back" efforts. Clearly, the dispute between the parties is

I6 encompassed by the ICA.

17 Q. Mr. Burt opines that the basis for the dispute between' the parties %"being

18 determined in a lawsuit filed in Louisiana, that the issue should be decided in'that

I9 forum 'and that CenturyLink should not be allowed to suspend Sprint%'brdering

* .r *. *+I 4 I

I- ,. :., t:'! I

11 APSC FILED The: 21112013 11:0030~:Red 21112013 11:OO:l~ AM: Dacket 12-OWGDoc. 14 188

1 priviieges.s Is thcre any reason the Commission shouId givc weight to these

2 suggestions?

3 A. No. It is true that multiple CenturyLink affiliates, inchding the defendant, have filed a

4 lawsuit in Louisiana that seeks payments for the tariffed access charges that have been

5 billed to Sprint (and previously paid by Sprint, without dispute) for its VoIP traffic. This

G case currently is pending before thc Louisiana court but was stayed and referred to the

7 FCC to givc that agency an opportunity to consider the portion of the case involving

I. 8 CenturyLinps inters tale tariffs.’

9 In contrast, the proceeding before this Commission is specifically about

10 CenturyLink’s suspension of Sprint’s ordering privileges due to its material default of

11 ICA terms. As the EAcitation I provided earlier cIearly demdnstratcs, CenturyLink was,

12 within its right to take this action. The applicable ICA terms that cover material default

13 and suspension of ordering privileges are not being addresscd in the court “case. Further,

14 Mr. Burt failed to explain in his testimony that CenturyLink’s suspension of Sprint’s

15 ordering privileges is not just due to the nonpaymcnt of access charges for traffic

16 identified by Sprint as VoIP traffic (which is the subject of thc lawsuit), but also is due to

17 Sprint’s failure to pay undisputed access charges for non-VoIP traffic in a unilateral

18 attempt to “claw-back” payments Sprint had previously made, without dispute, from

19 2007 through 2009. Sprint’s “claw-back” action also sustains CenturyLink’s rigfit to

‘Id. at page 7, Iinesl6-20 and pagc 9, lincs 7-12. 9 The FCC has not responded in the specificd timeframe so the court may pick the case back up at any time.

12 APSC FILED Time: 21112013 I$:OD:30AM: Recvd 21112013 3t0031 AM: Docket 12-OM-C-Doe. t4 189

I invoke the ICA’s material default provisions and is not being addressed in the court

2 proceeding.

3 Q. On page 6 of his testimony, Mr. Burt explains why Sprint has filed its comphint in 4 this case (lines18-22). He further explains on page 9 (lines 14-21) why Sprint is

5 seeking expedited relief. What is your reaction to his expIanation?

6 A. Mr. Burt’s testimony demonstrates the true nature of Sprint’s position. In accordance

7 with ICA tcrms, CenturyLink suspendcd Sprint’s ordering privileges in late, 2009.

8 Sprint’s silence for thrce years suggests that as long as Sprint could continue to get away

9 with non-payment of its accumulating debts, Sprint fclt no urgency in resolving the

10 dispute rcgardless of the suspension. In fact, Mr. Burt admits that Sprint did not

11 previousIy need the additiona1 local interconnection trunks and cites that as a justification

12 for waiting thrce years to bring its “emergency” complaint.*’ Now that Sprint has an

13 opportunity to increase its revenues under a third party business rdationship, the three-

14 year old ordering suspension is suddenly a major issue for Sprint and one that Spin!

15 claims needs immediate relief. Conversely, rcsolving the dispute over CenturyLink’s

16 continuing network expenses and loss of revenue due to Sprint’s actions has ncver been a

17 priority for Sprint.

18 Q. On pages 10 and 11 of his testimony,” Mr. Burt discuses the %enefits of

19 competition” and attempts to portray what he believes are CenturyLink’s custoiher

20 lbsses ih Arkansas. Does this portion of Mr. Burt’s testimony really have,:any

21 relevance to the dispute between the’parties?

10 Burt Direct at pagc 7, lines 3-4. II Id. at page 10, Iincs 1-20 and page I1 lines 1-13. 13 AFSC FILED Tme: 2lIl2013 11:00:30 AM: Rewd 2i1112013 34:OO:li AM: Docket 12-064-C-Doc. 14 I90

A. No. Mr. Burt includes this irrelevant testimony only as a basis for his speculation that CenturyLink is refusing Sprint’s interconnection trunk orders to try and keep Suddenlink

from competing within CenturyLink’s territorics. However, Mr. Burt’s speculation is

ncither logical nor reasonable. If CenturyLink’s “truc” concern herein was thc threat of

some unknown level of increased competition from Suddenlink, then it would logically

follow that CenturyLink would have initiated the refusal of orders only when it became

aware of Suddenlink’s current expansion plans rather than doing so over three years ago

when Sprin6first dccidcd to stop paying its bills for self-help reasoris. .

3 The interconnection agreement is between CenturyLink and Sprint. While

IO CenturyLink’s proper actions under the agreemcnt may have an effect on Sprint’s.

11 wholesale customers, to the extent there is any effect, it is a direct result of Sprint’s

1 2. actions and, in any event, it is not relevant to resolving this dispute.

13 Q. Sprint believes that the result of CenturyLink’s actions is to keep a viabIe

I4 competitor (Suddenlink) from offering services to Arkansas consumers. Is this an

15 accurate assessment?

16 A. No. As I just stated, Sprint, not CenturyLink, is responsibk for the consequences of its

>. 17 own actions. WhiIe SuddenIink has chosen to obtain the interconnection services it

‘1 4 > ,I ! 18 needs through its wholesale reIationship with Sprint, Suddenlink is free to compete with 1.’ 13 Ccnturytink at any time and in any manner permitted under law. The real issue here is

20 that Sprint is trying to increase its revenues by being the SuddenIink business partner in

21- &nturj?Link’s territory and Sprint now wants to falsely imply that ?he conscquencds ’oT

I4 APSC FILED The: 2Ill2013 11:00:30AM: Recvd #lt2013 ll:OO:ll AM: Docket 12-064-CDoc. 14 191

I its 3+ year refusal to pay compensation owed to CenturyLink is suddenly some kind of

2 anticompctitivc scheme on the part of CcnturyLink.

3 While it is true that CcnturyLink’s refusal to accept Sprint’s orders pursuant to

4 Sprint’s default of ICA terms could impact Suddenlink’s ability to use Sprinf for an

5 Arkansas partner, I am unaware of any reason why Suddenlink cannot find some other

6 partner or othcr appropriate method of competing with CcnturyLink.

7 Mr. Burt correctly states that this dispute is between CenturyLink and Sprint.I2

8 All of Mr. Burt’s claims regarding any impact to Suddenlink are merely an attcmpt to

9 distract the Commission from recognizing that Sprint by its own behavior, has caused any

10 negative impacts on its customer.

11 Q. Has any othcr authority rendered a decision that is relevant to the ongoing dispute

12 between CenturyLink and Sprint over the compensation owed for VoIP traffic?

13 A. Yes. Sprint’s same “self-help” rationalization and withholding of payments in other

I4 jurisdictions resulted in a number of other CenturyLink affiliates coIlectively filing suit

I5 against Sprint with the federal district court in Virginia (the “Virginia Lawsuit”). A copy

16 of this decision is attached to my testimony as Exhibit GEM-3.I3 In the Virginia case,

I7 the federal court found that Sprint devised and implemented a scheme based on “post-hoc

I8 rationalizations” that “are not at all crediblc” to avoid making payments propcrIy due to

I9 CknturyLink. Since the defendant in the Virginia case, Sprint, is the same plaintiff in this

20 proceeding, and since the core actions and arguments of Sprint are the same in both

12-Id. at page 22, lines 13-14. ’’Central Telephone Co. of Virginia, ct.af. v. Sprint Communications Co. of Virginia, ct.al., 759 F. Supp. 789 (E.D. Va. 201 l), appeal pending, No. 12-1322 (4th Cir. 2012). I5 APSC FILED The: 211M013 11:00:3DA?d: Recvd 21112013 1l:MI:~lAM: Docket 12-064-GDoc. 14 192

I cases, I believe that the Virginia federal court’s determinations are instructive in regards

2 to how the Commission should handle Sprint’s petition in Arkansas. Specifically, the

3 court held that “[bly refusing to pay the Plaintiffs’ access charges as billed, Sprint

4 vioIated the terms of the ICAs. By incorporating the Plaintiffs’ tariffs, the ICAs plainly

5 establish interconnection rates higher than the $.0007 per-minute rate Sprint now offers

6 the ~~ainti~s.’”~

7 In reaching its conclusion the court analyzed the provisions of the reIevant ICA

8 and found that thc term “loca1 interconnection” as it is used in the ICA C‘rkfers to all types

9 of calls-both local and non-local-terminated over a local exchange network. A local

10 exchange network, after all, is capable of receiving both IocaI and non-local calls

11 (citations ~mitted).”’~In addition, the court concluded that Sprint’s interpretation of the

12 local character of the ICA at issue in that case ignored other provisions in the ICAs which

I3 specified that access charges appIied to toll traffic and to calls terminated to end users

14 located outside of the local calling area, in accordance with appIicable tariffs. While the

15 ICAs at issue in the Virginia Case are not identical to the ICA at issue in this docket, they

16 indude similar terms regarding the applicable access charges for interexchange traffic.

17 As to the reason for Sprint’s actions in waiting two years to dispute the charges,

18 thk court found:

19 “From the time the ICAs were executed until June 2009, Sprint paid those charges .* 20 in response to monthly bills sent by the Plaintiffs. Then, in the summer of 2009, .. 21 Sprint, like many companies at the time, was in considerable need of cutting I

&, ’ Id. at pigc i7. ’ Id. at pagc 1 1.

16 APSC FILED Time: 21112013 11:00:3DAM: Rend 2l1120131~:OO:Il AM: Docket I2-OWGDw 14 193

1 costs. As part of that endeavor, Sprint, in June 2009, for the first time, disputed

2 the Plaintiffs’ charges for VoIP traffic, contending, also for the first time, that the

3 lCAs did not authorize the VoIP traffic charges which, for years, it had paid

4 pursuant to the above-quoted provision.’”‘

5 As can be seen, the federal district court found the same positions and arguments

6 that Sprint advances in the instant proceeding to have been entirely self-serving “post

7 hoc rationalization” of its actions in the face of a “tanking” business relationships with its I - , .. , -. , ., , .- .- *. 8 cable partners, rather than a sincere disagreement over the appropriate compensation due

9 CenturyLink for VoIP access traffic. Just as the court found in the similar Virginia case,

10 Sprint’s actions violated the terms of the parties’ Arkansas ICA when it refused to pay

11 access charges on interexchange traffic. CenturyLink‘s suspension of Sprint’s ordering

12 privileges is, thercfore, appropriate and reasonable in light of Sprint’s actions.

I3 Q. How should the Commission ruIe on this complaint? ”?

‘I I’ 14 A. The Commission should deny Sprint’s complaint and find that as a pre-condition for

15 CenturyLink restoring its ordering privileges, Sprint must pay a deposit as requested by

_I 16 CenturyLink in its November 23,2009 letter. In addition, Sprint should be ordered to pay

I. 17 a11 outstanding amounts expropriated by Sprint’s unilateral and improper application of

18 self-declared credits to othcnvise undisputed amounts. ,. ,.

1,P Q. Does .fhis condude your testimony?

20 4.. Yes,. it dps. . 1. .. ,

“Id. at page 4. I

17 APSC FILED Time: 21112013 11:00:30AM: Red211L22013 13:OO:ll AM: Docket 12-064-GDoc. 14 194

BEFORE THE PUJ3LIC SERVICE COMMISSION OF THF,STATE OF ARKANSAS

Sprint Communications Company, L.P. 1 Complainant, 1 V. 1 Docket No. 12-064-C CenturyTeI of Northwest Arkansas, LLC, 1 'd/b/a CenturyLin k, 1 Respondent. 1

EXHIBIT GEM-1

REPLY TESTIMONY OF GUY E. MILLER, 111

February 1,2013 APSC FILED The: 21112013 11:00:30AM: Recvd 21iR013 ~~:OO:l'iAM! Docket 12-1164-GDm. 14 195

August 18,2009

VIA CERTIFIED MAIL SprintNextel Attn: Amy Clouser 6500 Sprint Parkway Mailstop: KSOPHL0412 - 4A574 Overland Park, KS 66251. Re: Disputed Charges for VoIP Traffic Dear Ms. Clouser: SprintNextel has submitted disputes totaling approximately $5,758,005 with respect to certain amounts charged by a number of CenturyTel ILEC affiliates for the termination of interexchangeVolP frafflc. The basis for these disputes has been stated by SprintNextel as fotlows:

This dispute informs you that a portion of the terminating traffic on which - CENTURYTEL has assessed interstate and intrastate access charges were originated using Voice-over-Internet Protocol technology (VolP traffic). To date. although the FCC has asserted jurisdiction over VolP sewices and has determined that information services are not subject to access. the FCC has not yet rendered a determination as to the applicable inter-carrier compensation for VoIP traffic. Absent such a ruling, SprintNextel is willing to pay $.0007 (the only .rate the FCC has established for a certain subset of information services) for termination of VolP services. In order to recognize its objection to

4: CENTURYTEL'S assessment of switched access charges on VotP traffic for the past 24 month period 08/07 through 07/09, SprintNexteI hereby files a dispute claim and demands a credit of $4,822,593. This amount represents the differential between the rate of $.0007 and the access rates CENTURYTEL chaued on VolP traffic."

The basis fot SprintNextel's disputes, as stated above, is fundamentally and categorically incorrect in at least two major respects, each of which will be discussed separately below. Additionally, there is a separate consideration which atso renders your dispute<- bas,is invalid. This consideration will also be set forth below.

I. SprintYeFteIks implied assertion that VolP is an "information service" and. not subject'to :access. CenturyTel disagrees with you; implied assertion that VolP traffic is encompassedtby the federal "iefonqtion'sewices" classification and therefore the so-called enhanced service provh(ESP) exemption from access charges can be applied to this traffic:

First, the ESP exemption cannot be used by an interexchange carrier as a unilateral election mechgnkrn for payment or nonpayment of access. The ESP exemption applies on!y to the,connection provided between the ESP and the ESP's own subscribers: As the interexchange carrier for these IP-to-PSTN catls, SprintNextel is not acting- as an ESP in regardsr. to the traffic at issue. APSC FILED The: 21412013 11:00:30AM: Reml 21112013 1I:OO:~lAM: Docket 12-064-CDoc. 14 196

Next, if SprintNextel is asserting some "transference" of the ESP exemption from the originating service provider to SprintNextel, such reliance is also misplaced. The FCC declined to treat ESPs like carriers because the FCC determined that ESPs do not "use the public switched network in a manner analogous to IXCs." The IP-to-PSTN interexchange voice senrice traffic originated by the VolP end user and sent by SprintNextel to Centurytel cannot fall within the ESP exemption because calls originating as interconnected VolP use the PSTN no differently than any other voice traffic terminated on the PSTN. Thus, the ESP exemption cannot apply as the traffic fails to meet the threshold determination set by the FCC for application of the exemption.

Further, the FCC has not ruled that the originating format of a voice call is an appropriate basis to classify a call as an information service. The information service label used in the ESP exemption has not been extended to interconnected voice over internet protocols (VolP). There are numerous pending dockets at the FCC and. contrary to your implied assertion. the FCC has repeated many times that it has not classified VolP traffic as either an information service or.inynune frm access charges:' The courts have held that, pending such prospective ruling by the FCC, the traditional and contractual compensation rules apply to VoIP and are enforceable.2 In.;the.current situation, SprintNextel is hauling interexchange traffic from an originating carher and is operating in the exact same manner as any other interexchange carrier. xke ESP exemption does not sanction access charge avoidance by a carrier that transports-the call, on a long distance basis, from the originating Volp carrier to an unrelated, third party local exchange carrier for delivery to an equally unrelated called end user,- Because calls originating as interconnected VolP use the PSTN no-differently than any other,voice traffic terminated on the PSTN, in the final analysis, it ulfirnately matters not .whether interconnected VolP services are deemed to be telecommunicationsservices or information services; under current rules, access charges apply40 all IP-to-PSTN traffic. .. II. Sprinthextel's assertion that $.0007 is the only rate the FCC has established for termination of VoIP calls.

Yourklairn that $.OCjO7.is the only rate the FCC has established for termination of VolP calls is kither persuasive nor factually correct. First, the $:0007 rate was only established for local termination of ISP-bound traffic pursuant to..tbe speciFc implementation rules3 set forth in the FCC's ISP Remand Oro'er of Apiil.2001? The traffic at issue here is neither ISP-bound nor can be clqssified as Iocal'termination. Interexchange voice calls originated using IP technology remah inteexchange voice calls, not locally' dialed data calls bound for the Internet, and if dedined'for iermination to an end+user telephone connected to the PSTN are "local r- - f. ' See, i e, In the Matters of IP-habled,Services E91j Requirements for IP-Enabkd Service Ploviders, WC OO&d 6 and051'% Flrst Report and Order and Notice of Proposed Rulemaking released June 3,2005;In re ~~~rsal:Se~~'Contribut;onMethodojogy, et al., WC Docket No. 06-122 et aL. Report and Order andNolice of Proposed RulemaMng released June 27.2006. :See, fo,r example, Veriton New Yo& lnc. v. Global NAPS, Inc., 463 F.Supp.2d 330 (2006). Foi Wrhple.'ohly the hcumbentlocal camer has the option lo Invoke the SO007 rate; no Eornpetitive focal carrier wn' unilateml!y declare thb rate a5 appIlcable. No CenturyTel ILEC has Invoked he Remand Order rate. Therefore even If me tqffic al Issue could be subject 10 the Remand Order. W!WIit is not, SpdntNexlel could not asseq (ha.S.0007 tale on its oryn.' *:See Interwm

I. I' 2

... . 21, .- -. . , .. A?SC FILED -me: W11201311:00:30AM: Red21112013 11:OO:~l AM: Docket 12464-C-Doc. 14 197

carrier-bound" and therefore cannot be "ISP-bound" CenturyTel is not aware of any precedents, real or implied by any regulatory decisions, for IP-PSTN calls to be classified as ISP-bound or for voice traffic carried by an interexchange carrier' to be subject to a local termination rate instead of a terminating access rate. In your dispute, you mention the FCC asserting jurisdiction over VolP senrices so CenturyTel believes you can only be referencing the FCC's Vonage Order?

In the Vonage Order, the FCC simply held that the Minnesota PUC could not regulate "nomadic" VolP traffic because of the jurisdictionally mixed nature of such traffic. The FCC did not proclaim that access rates could not be assessed against VolP traffic! The FCC expressly disclaimed any determination that would change the current intercarrier compensation status of nomadic VoIP traffic in footnote 46 where it said the following:

We do not determine the statutory classification of Digitalvoice under the Communications Act, and thus do not decide here the appropfate federal regulations, if anv, that will govern this service flee., "nomadic" VolP] in the fulure." (emphasis added)

Further, the Vonage Order did not assert jurisdiction over fixed VolP senrices. The FCC itself ,had this to say about the applicability of its Vonage Ordm

'The FCC has since indicated VolP providers who can track the geographical end-points of their calls do not qualify for the preemptive effects of the Vonage order.n8

Since the FCC declined to change the defautt access charge rule for any VolP traffic in its-Vonage decision, it is inappropriate at best for SprintNextel to use an incorrect "self help" declaration that there is no current determination on the applicabitity of access cha>rgesto VolP traffic.

The FCC avoids rules that would discriminate in favor of one technology over another, when both use the PSTN the same way. Part 69 of the FCC's rules does not condition the obligation ,of a carrier to pay access. charges on the technology used by that carrier. Rule 69.5(b) is not timited to TDM traffic, and does not provide an exclusion for IP- formatted traffic. Contrary to SprintNextel's assertion, in its 1P Enabled Services proceeding, the FCC reconfirmed its position that "any service provider that sends traffic to the PSTN should be subject to similar compensation obligations, irrespective .of whether the traffic originates on the PSTN, on an IP network, or on a cable network." The FCC went on to say that it is entirety appropriate that the "cost of the PSTN should be borne equitably among those that use it in similar ways.g

separate fmm.lnlerexchange.trafficcamed byjocaI carrlers pursuant to extended local calling area rules. yonage Holdings Corporation Petidon for Declaratory Ruling Concemlng an Order dthe Minn. Pub. Util. Comm'n.. ~emdrandum'OplnIonand Order. 19 FCC Rod 22404 (2004). Note How the FCC als6 preempted stale regulatton ofwireless services yet Mreless carriers are slill subject to intrastate ?CESS charges when such would normally apply. The Vonage Oderimpact Is no different 10 the Matter QI E911 Requirements for IP-Enabled Service Providers, First Reparl and Order and Nolle of Proposed plemaklng. WC Docket No. 05-196, FCC 05-116. fi 37 (Rel. June 3,2005 (VolP 911 Order"). 1P Enabled Services NPRM al'll67.

. -1

,- ... . APSC FILED The: 2M?Of311:00:3OAM: Red 21112013 ll:OO:ll AM: Docket 124WGDoc. 14 '1 98

Thus, to the extent SprhtNextel is relying on the Vonage Order for its dispute, SprintNexteI has blatantly mischaracterized the FCC's determination with respect to the non-applicability of access charges to VolP traffic.

Additionally, several states, including Missouri, IoWisconsin, 'I and Texas, '2 have regutated fixed VolP services and thereby confirmed application of intrastate access charges on this traffic. The U.S. District Court for the Western District of Missouri Central Division has confirmed that such state regulation was appropriate and ~a1id.l~

SprintNexteI is clearly well aware of these facts since its own subsidiaw participated in a number of these proceeding^.'^ For example, the Texas Public Utility Commission confirmed the obligation of VolP carriers to pay appropriate access in an arbitration ruling involving Sprint Communications and Consolidated Communications. In its decision, the Texas PUC made the following determina~ons:

"The Arbitrators-find :Section [sic] 10 is .necessary to -recognize and manage VolP related issues that are central to this Interconnection Agreement. .. . Therefore the Arbitrators adopt Attachment IO, for IP-Enabled Services (VoJP) with the

. modifications indicated below...... n >. ,- "3.j ... bill and keep shall be the compensation method by which the Party responsible for 1P-PSTN Termination Traffic that would be considered Local Traffic or Eas [sic] trafk if originated as Telecommunications Sewices on the Party's network will compensate the -. , ' .. - other Party for such IP-PSTN Termination Traffic. Wifh respect to all other .... - . IP-PSTN Termination ' Tmffic, the responsible Party will compensate the other Patty at the appmpfafe tanfed switch [sic] access rafecfor such trafiC." ,. "6.2 ..*If, however, the percentage of total IP-PSTN Teminafion ?-I& calls transmitted with accurate Traffic Identifiers (including for this

L- purpose any Misdagsified Trafk) in a given month falls below 90%, the .. -, . ! Ongjnatjng Party agrees to pay the terminating Pady's intrastate access rates for all Unclassified Traffic for the applicable month."

.I:

IO Staff of !he Public.Ser\riceComm!sslon of the Sfale of Missouri'. Complainant. v. Comcast IP Phone. LLC, Report and Order. Case No.T&2007-0111. ' '' ApplIcatIon of Spht Cornmunlcatlon; Company LP. to wand 'Certificigtidn-a5 an 'Alternative Telecommliiiihtrk Utility. 6055.NC-t03;,'&jplicatron 'of Time Wamer,Cable Information Services wl), LLC to Expand' Certification,as 'an Alternative Telecommu~wtions,.~1ility.59qNGIOt; Appfl@ion of MCC Telephony of he Midwest InC. to Expaad Certification as an AI_tema!i\re Telewmmunlcations Utilily. 3484-NClO'i: Appllm%ons of Sprint. Commqnleatlons, LIP. Time Warner Cable tnfdhiat%n:Se&ks, he., and MCC Telephony ofthe Midwe'st. hc. for authodzaiiok~nilSrVds: SM. 5 496.203 as alternative !elecoqmunlmtions- utilitles.to~ro~de.l~lexchangesem'ces InJhe obt1ged:torserve tgrritories of sk small leleeoml?unlealIors.ulfiiles,_ . .I. --.'I,' LJb, ::> '?.Petition of Sprint Coq~~nlw~lqnsCorqpany, LP, for Co&pulsory.Arbitrqtlon Under ye flA ia&labbh Seps.a?d Conditions for InterwnqeEtion Tek vn!h 'ConsolIdaled Communlcatlons of Fori Bend Company and Cofisolldatbd Commvnlcatlons of TemsiPUC Docket No. 31577. ''Corncast IP Phone.bfMissouii:--LLC v. The Missouri Public SeM'ce Commission Cas!: No. W239-CVGNKL qlt,5. rBut, as discussed belqw, Congress', Intent to allow states to regulate lobastate. telewmmunlcatlons services $ dew.

Furthemore, state aqhicies, Cstich ' 2s ~ MoPSC, are"eapable of Inlerpretlng fdeml slatjes necessary !P classifir comrnunldlons sed&- atbeither 'telecdmniunicatlons or' informauon seivices. Finally. the -FCCdld not preempt ,!tie .. entire field of VolP reggauonby begtnning.- its IFEnabled Piqceed,ing.l) tl See, for example, fobholekg aid IO. I

. ,. . 4

I. : -. . .: <- . ,- '* ., .. ,L7- - , , .._ 1.:. ' , .!t .. ... 0' APSC FILED Ttrne: 211R013 $I:aD:30 AM: Rewd 21112013 14:00:11 AM: Docket 32-064-C-Doc. 14 199

"6.3 ... all Misclassified [IP-PSTN]Traffic will be billed at jntmsfafe access rates." l5[emphasis added]

111. As a corporate entity, SprintNextel has already admitted the validity of interstate access charges at a minimum as applicable to VolP traffic.

SprintNexteI Corporation's own subsidiary, Sprint Communications Company, has attempted to incorrectly argue the inapplicability of intrastate access charges on VotP traffic with a CenturyLink ILEC affiliate. In its dispute, Sprint Communications Company has stated the following:

"The FCC has determined that VOlP traffic is interstate, therefore, ... the most that can be charged for VOlP traffic is interstate access. As such, Sprint has subsequently re-rated this traffic to the applicable interstate rate.. .' [emphasis added] .r * 0. -\ . ., r , FA- 'y , It is difficult to imagine that any court of competent jurisdiction would conclude that SprintNextel can in this dispute validly assert an intercarrier compensation position on VolP that differs from the position that it permits its own subsidiary to assert with another ILEC affiliate of Centurytink, Inc. Accordingly, SprintNextel is atready "on the record" as asserting that access, at least at the interstate level of rates, can be assessed on VotP traffic. Given that SprintNextel has admitted the applicability of access to VolP traffic, and given that the legal evidence shows that SprintNextel's position on the applicability of iiterstate rates only to VOIP is not valid, ~print~extel'sposition is this dispute is unsustainable.

CONCLUSION , < -,+ ,

The FCC allowed ESPs a limited exemption from the access charge regime precisely because-they are not carriers and do not use the PSTN in the way carriers do. VolP traffic, in contrast,.uses the PSTN in the same way, and for the same purpose, as any traditional voice provider traffic. When carriers route fheir calls to LECs for termination, they are not acting as ESPs, and by the FCC's own determination, the carriers cannot claim the ESP exemption.

In .addition, the Vonage Order offers no -exemption because the order only preempts sjqte regulation of nomadic VOW providers. This car! not be read to mean that all VolP traffic is suddenly preempted and subject to exclusive FCC jurisdiction. Further, the FCC declined to change the default access charge rule for any VolP traffic in the vbnage 'Oder. Neither the FCC nor any court of competent jurisdiction has exempted any type of VolP 'traffic (iorqadic OF fixed) from the obligation to pay access chdges whensuch ,would normally apply. Indeed, a number of states have regulated fixed VolP sevi,qes and confirmed the application of access charges to this traffic.

, there is no FCC authority supporting the disputes filed by SprintNextel el sees no ability for SprintNextel or any court of competent jurisdiction to

.. -4 . Is Petiii'onsf)3pr$ Communications Company, L.P. for CompuIsory Arbitration Undcr the ,RA to _' Eaahlish Tdirns and Conditions for Intercoonc,ction Tcrms with Consolidated Communications ofFo{. . . Bchd company and Co,nsoIiilated Communications of Texas, PUC Dockcl No. 3 1577 at 33-36.

.. 5

' 1.' .. .I

I. .. APSC FILED Time: 21112013 11:0030AM: Re& 211t2013 11:00:13 AM: Docket 12464-CDoc 14 200 conclude otherwise. Further, SprintNextel’s assertions in this proceeding contradict its stated position in another dispute with a Centurylink affiliate. As such, the disputes filed by SprintNextel with respect to the prior billing for such VotP traffic are denied.

CenturyTel considers all continuing access billing assessed to SprintNextel for VolP traffic to be due and payable, and hereby notifies SprintNextel that non-payment would be a material default of tariff terms. Although CenturyTeI seeks to resolve this matter without resort to litigation, CenturyTel will pursue all rights and remedies at its disposal io recover any amounts owed that are not paid.

If you have any questions about this matter, please do not hesitate to contact me at the return address of this response letter.

Sincerely,

Guy Miller Director- Carrier Relations Policy cc- Charles Di Giulian, Director- CABS

,,. . . I. APSC FILED nme: 21112013 11:00:30AM: Red21112013 14:OO:Il AM: Docket 12-064-GDoc 14 201

BEFORE THE PUBLIC SERVICE COMMISSTON OF THX STATE OF ARKANSAS

Sprint Communications Company, L.P. 1 Complainant, 1 V. 1 Docket No. 12-064°C CenturyTel of Northwest Arkansas, LLC, 1 d/b/a CenturyLink, 1 Respondent. 1

mPLY TESTIMONY OF GUY E. MILLER, 111

I : February 1,2013

... . , -, .., . ,' 202

CenturyLin kiU William F. Watkins Senior Counsel Mailstop: KSOPKJ070 1-728 5454 W. I IO'" Street Overland Park, KS 6621 1 Tcl: 913.3456687 Fax: 913.397.3545 November 23,2009

VIA CERTIFiED MAE Sprint Communications Company, LP Attn: Director, Local Carricr Markcts 6450 Sprint Parkway KSOPHNO 1 1G-I B67 1 Overland Park, 66251 . -KS c . z ,?- ** .. d. Re: Disputed Charges for VoP Traffic F-=. . . -;\ Dear Customer:

Ccrtniri operating company subsidiaries of CenturyTcl, Inc. doing busineq as-':Etnbarq" mid L'CcnturyTcl'' (hereinafter collectively referred to as "CenturyLink'!)ware in receipt of the fetter

daled October 6,2009 from your legal counsel, Janette Luehring. L. . . .I v Over the past several weeks, Sprint has submiticd iiumcraus additional disputes to CenturyLink with respect to amounts billed. for YolP traffic. Such disputes include amounts billed on IXC billing account numbers (SANS) as well as local BANS. Just as all of the previous disputes s&qitte&~y!S@ebwitbr----P- -- - . . -- respect to its VoIP traffic were denicd in their entirety by CenturyLink, thcpaddi!ioga"l disputes are similarly denied in their entirety. Moreover, this fetter constitutes a danand. for immcdiatc payment'of all outstanding amounts owed and a standing denial of any similarly based disputes that may be asserted hereafter by Sprint. The explanations offend by !Sprint- jrt its letter *ofOctober 6, 2009 to support such disputes did not provide any valid basis for Spr,int t~ ,witlhoIP.paymcntof the disputed invoiccs, either in whole or in part.

Tile substgntial yajority of disputes submitted by Sprint for its VoIP traffic were not made in a timely maimer and arc barred for that reason alone. Moreover, Sprint cannot use such un_timely.past:disputes as a basis for withholding.payrnett on different (and undiqputed) amounts .. i bilIed on more rccent invoiccs.

. ..?. , 1 .L ,i :!' . - .. -, . ; ;!!J - .-I+.. I in.;,

. : - I .Sprini?s failure to ,pay any,,amouni whatssbevei on nurnero,us..CcntyvLink .inyoiccs c~I,~~tutesa~f~ilureto pay amounts that are undisputed, and dernonstratcs that Sprint's actions are not in good faith. It is beyond dispute that Sprint owes amounts billed on CenWyLink invoices that repres,qt TQM,vaffitz,,and Spriyt,caiujot credibly maintain that it,qn unilapally elqt to pay nothing whatsowey..for. ,servjces,and faciIities ~f:CeqtuyyLink that were used for purqoses .?f tcyyvating:SpriF!;s;VoIP. tyffic;.,,'r.t, by .,.,

I. ?saiJql:: !!', : ;-'t..'t,l'. .I '-' 1: , *,: 6 .:I ,. 4 1. ,' .

.- .. 1,. ..a: : . .I. -*r '4, ?' . . " - ,. , : k 1. r jW." I, .I ; , I .. ,. '. , I. - .. 'I' :: ' : ,.,. . '1' ...... ". . ,. APSC FILED Tlme: 21112013 11:00:30 AM: Rewd 21112013 11!00:11 AM: Docket 12-OWCDoc. 14 203

Pagc 2 Novcriiber 23,2009

CenturyLink must emphasize in the strongcst possible terms that Sprint does not have any legal right to withhold payment on invoices as a means of "self help". Furthermore, Sprint does not have a right to unilaterally extract rctroactive refunds for amounts that Sprint previously paid on earlier invoices.

' The amounts billed by CenturyLink are past due and Sprint's accounts are seriously delinquent. Sprint's persistent bad faith refusal to pay invoices that include VOW traffic, despite notice of default atid dispute resolution efforts by CenturyLink, constitutes a continuing material breach of applicable contracts and tariffs. Moreover, Sprint's undcterred non-payment of undisputed past due amounts demonstrates that Sprint does not intend to cure the aforementioned breaches. Therefore, as all conditions prccedent havc bcen satisfied, CentutyLink has no choice but to pursuc any and all remedies that are available to it without further notice.' Such actions will include the immediate suspension of Sprint's ordering privileges for both access service requests (ASRs) and locaI service requests (LSRS)? Other actions, including, but not limited to, thc assessment of late payment charges may be neccssary or appropriate to minimize the damages that CcnturyLink,. is incurring as a result of such continuing material breaches. * . *, ,. L-b' Finally, Sprint's failure to pay undisputed amounts that are past due entitIes CenturyLink to obtain security dcposjts on tIie,delinquznt accounts. CenturyLink hereby demands that. 3pr.int r& deposits AI;.amounts equal to two: times tllc lowest invoice received during thc past tw mbnb .for.eacb BAN tliat h~.a past due balance. A list of the required security.dcposiP.Jp amchcd. Failure to remit such deposit amounts will result in actions by CenturyLink to enforce such deposit obligations of Sprint.

...... + .;' '1.2 ' '.. . ,. L '* ., ;I:.I!. , :JfyouIiave any-questions,abput this:rnattei, please do not hesitate to coritact rn?.::, , -..,,I ,; .*, cc .":!. .. ,* t : , - ; . ' :, , .;4,, - ' ;,- !;- '..*'.I, !,F...& , . :'I '. j*! !' . .' : * I. . ,. SlnwJ&, -- ,I, i, ...:I,::! .-.I.: , ; , . , -',. I, , ' .- . .... I .

q.1 , . . 7- 1 I.. .. ,- . !q,,I;',.': , : . - ,'I ' , -, . ,. , . Lydy&. .. ~.~'~,%ll*:!',..: , '. '.. ,,, .,; , , . William F,.Watkins, ..,. .

I, - ,::.: c' ', ' , ,. .IIL,. : .., , , SeniorCounsd '. . . '. ...'.,..L . . ,. .,><,* '. I ..\I ,. .I. , ,. . 'I.

n , ,. .. cc:, .2: .JaDitp Lpehring, qpriiit Fgipse~(vial email) - ...... i-." . I ., ....:,I ,~ichael Fingerhut, sprint Senior Attorney (via ernail) . cc: Sprint Communications, L.P (via certified mail)

Attn: AcwqVerification I . .. , Ti' .:'. LOIIL

, a ,; : ,;,$50q $print Fa,rkway . I. IO . , -. ..,I , , ?;!,,: .\i+i-: I:

4. I ,. .:'.. C :' -!,. Qyerlsnd ParkhKSi66?51 , . . ;. .. 1 .. '- . , ' '- ',. u.. ;U'h! . . iit.kiL[. I.#: .. 'n-i,.. ,,;;. 1 -,.. - .I' , , ,' !. -.. $I% I .;

I ' > ' ,.::,'L t:; ,. , -, .'d:..:, I .

.5%7 1. I. .,,',+ + '. 4: > '.I :> , ;.:'I. ,_.-A' ' ..-.: . .. , . , 4 I ' . "l., -. ' . bcntuvLink.resp,wcsthe ri@t io provide a copy of this noticehany governmental authority to-lhc.vtgnt ,

I , ~iUi,&d,tb'compI) with thc provisions of any particular tariff, contpt, kqv or gove~mentalo&'r . ' speiifically governing the exercise of such remedies within the judsdidth'of such aufhojiiy;,' . -:: . ~

. ', APSC FILED Tlrne: 2/1/2013 1$:00:30 AM: Red Zl112013 11:OO:fl AM: Dodet 12-064-CD0c 14 204

Required Deposit Amounts

Embarq Subsidiaries CenfuryTeI Subsidiaria State -State CL RAN rxc BAN 1XC BANS FL $2,0 16 $3,36 1,380 AL $ 171,770.32 IN $2, I93 063,060 AR 0 286,928.54 KS $3 $3 8 1,270 co 3 55,578.08 IA S 7,337.02 KS -521 $0 $0 ID 5 7,460.60 MO-521 $0 $1,371,552 IL 0 60,000.54 IN s 4,349.4s KS -827 $0 $16,973 LA S 61,915.46 $0 MO-827 so MI $ 133,977.26 $ ?3,375.72 . , MN. *r: KS -884 .- :. $10 ' a $0 MO $ i,G16$71.74 " $3,3 17 $0 MO-884 MS $ 12,101.80 MT 0 40,138.74 NC S 142,523.12 NM S 3,407.44

5 %2?,7? 1

% %10,7,50

1 ...-..I $935287 $74542 14 $434,383 1 $15,544

. ' $0 $105,233

$0 $76,3S 1

* Penns$vania amount includes charges 4. 1 fdh?d consistent whh*m Sprint disp,ute.:: 7. &hLion. - 205

BEFORE THE Pumc SERVICE COMMISSION OF T€UI STATE OF ARKANSAS

Sprint Communications Company, L.P. 1 Complainant, I v* , 1 Docket NO.12-064°C CenhuyTel of Northwest Arkansas, LLC, 1 d/b/i CenturyLink, 1 Respondent. 1

-. .. . :.,- :-' - - I , ..I.-. -. .. EXHIBIT-GEM-3 .- ,

RFZLY TESTIMONY OF GUY E. MILLER, XI1

February I, 2013 APSC FILED Time: 21112013 11:00:30 AM: Recvd 2/1R033 11:00:11 AM: Docket I2-064-CDoc. <4 206 West law Page 1

759 F.Supp.2d 789 (Citc as: 759 F.Supp3d 789)

n Under Virginia Iaw, a plaintiff must prove thrcc United Statcs District Court, clcmcnts by a preponderance of the evidence to prc- E.D. Virginia, vai1 on a brcach of contract claim: (I) a legally en- Richmond Division. forceablc obligation cxistcd between ?he defendant CENTRAL TELEPHONE CO. OF VIRGINIA,et and plain1iR(3) the defendant breached its obIigation; al., Plaintiffs, and (3) the plaintiff incurred injury or damagc stem- V. ming from tbc brcach of thc obligation. SPRINT COMMUNICATIONS CO. OF VIRGINIA, INC.,et al., Defendants.

Civil No. 309~~720. -95 Contracts

March 2.201 I. I951 Requisitcs and Validily 95ItB1 Parties, Proposals, and Acceptance Background: Incumbent local cxchangc carricrs 35k14 k. Intent of parties. Most Cited Cases (ILEC) brought action against competing local exchange carrier (CLEC) for breach of the parties’ in- Under Virginia law, whcthcr a JcgaIly cnforccable terconnection agreement (ICA). agreemcnt cxists hingcs on the objcclivcly manifested intcntions of the pariies. I#$dings: FoIlowing a bench trial, the District Court, Robert E. Pavne. Senior District Judge, held that Contracts 95 -147(2) the CLEC had a Iegal duty under the ICA to pay access charges to ILECs for voice ovcr idcrnet pro- 95 Contracts tocoI (VoIP) originated calls, and -9511 Construction and Opcration atariffs and access rates, that wcrc part of a sepantc 9511lA) General Rules of Construction documcnt, were incorporated into the ICA. 9Sk147 Intcntion of Partics 9Sk147(21 k. Language of contract. Ordcrcd accordingly. Most Cited Cases

West Headnotes Under Virginia law, whcrc an agrccmcnt has becn memorialized in writing. as in this action, the clearest Contracts 95 -326 manifestation of tlic parties’ intcnt is the contract’s pIain language. -95 Contracts mAclidns for Brcach Contracts 95 -152 1 95Ic326 k. Grounds of action. Most Cited Cases - I95 Contracts -9511 Construction and Operation Contracts 95 -50(1) 9511fA) General RuIes of Construction

I 95kI51 Languagc of Instrumcnt -9SXontracfs 95kl52 k. In general. Most Cited Cases Actions for Breach 95k347 Evidence Under Virginia law, where written language. in a 95k350 Wei@ and Suficicncy contract is clear and unambiguous, the proper inter- ” 95k350111 k. In gcncraf. Most Cited pretation is that which assigns the plain and ordinary -cases meanins to the contract terms. -

... , . . - 0 20 I3 Thornson Reuters. No Claim to Orig. US Gov. Works. APSC FlLEOTlrne: 2i112013 11:00:3OAAI: Recvd 2tlt2013 11:~:~lAM: D&et 12464GDoc 14 page 2 207

758 FSuppdd 789 (Cite as: 759 F.Supp.2d 789)

Contracts 95 -147(2) %Contracts

I_9511 Construction and Opcration Contracts SISII(A1 GcncraI Rulcs of Construction Construction and Operation -95k166 k. Matters annexed or rcfcrred to as 9511(A) Genera1 Rules of Construction part of contract. Mast Cited Cases 95k147 Intention of Parties 95k147f21 k. Languagc of contract. Undcr Virginia law, in order to incorpontc a Most Cited Cases sccondary document into a primary documcnt, the idcntity of thc sccondary document must bc readily Undcr Virginia Iaw, courts may not Iook beyond ascertainabk, and it niust be clear that the parties IO the four comers of the written instrumcnt whcn the thc primary agreemcnt had knowIedge of, and as- contractua1 language is unambiguous on its face. sented to, thc incorporated terms.

... .- ....~ Contracts 95 6I6k: . .--<+.*.- , Telecommunications 372 -864(2)

-372 Tclccgmmunieations -95 Contracts , ... 9511 Construction and Operation ’ 372111 Telephones - 372111lF1 Telcplionc Service 951WA1 General RuIes of Construction 372kBS4 Competition, Agreements and -95k166 k. Mattcrs annexed or referred to as pnnections BetwenCompanics part of contract. Most Cited Cases E! 372k864 Rcciprocaf Compensation - < .,- 372k864l21 k. Internet service pro- Under Virginia law, in order to incorporatc a vidcrq,Most Cited Cases secondary document into a primary document, it is not . .5:. .I_. ’ nccessary that the primary document provide explic- Tel eco mGu &at- .. ioas 372 -8 6 6 itly that it “inc~rporatcs~~thc sccondary document. i. 4 -

-.372:‘&&~&nU~iCations Telecommunications 372 -866. 1. 372111 Telcphoncs ’ 372111IF1 TeIephone Servicc 372 Telccommunications ,, 372k854 .Competition, Agreements and -372111 Tclephones connections Between Companies 37211IIF) TeIeplione Scrvice 372k566 k. Pricing, rates and access 372k854 Cotnpctition, Agreements and Connections Betwcgn Companies &arges. Most Cited Cases. .I -_,__. 372k36G k. Pricing, ratcs and access .. Undcr. ,Virginia law, interconnection agrccmcnt cliargcs. Most Cited Cases (1kA);enter.ed into between incunibcnt IocaI exchange carriers.[lLEC).and compcting local exchange carrier Under Virginia law, interconnection agreement (CLEC) crcatcd-:

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759 P.Supp.2d 789 (Cite 8s: 759 FSupp.2d 789) floT Contracts 85 -176(2) MEM 0RAND U M 0 PI NI 0N 95 Contracts ROBERT E. PAYNE, Senior District Judgc. 9s1I Construction and Operation This matter is before tlic Court after a bench trial 95IIlA) Gencral Rules of Construction addrcssed to whcthcr Sprint Communications Com- 95k17G questions for Jury pany LP (“Sprint”) brcached nineteen contracts it lins 95k176I2) k. Ambiguily in gencral. with the Plaintiff tclcphone companics.m Thc Plain- Most Cited Cases tiffs are Centra1 Tclcphone Company of Virginia; United Telcpbonc Southeast, LLC: Embarq Florida, Under Virginia Iaw, whether a contract is am- Inc.; United Tclcphonc Company of Indiana, Inc.; biguous is a question of law for thc court‘s derermi- Unitcd Telephone Company of Kansas; United Tclc- nation. phone Company of Eastcrn Kansas; United Telcphonc Company of SoutlicentraI Kansas; Embarq Missouri, Inc.; Eiiibarq Minnesota. Inc.: Unitcd Tclcphone Contracts 95 -1 43(2) Company of ?he West; Central Telephone Company; Unitcd TeIephone Company of New Jersey, Inc.: -95 Contracts Carolina TcIcphonc and TeIqraph Company, LLC; -9511 Construction and Operation Unitcd Telcphone of Ohio; Unitcd Tclcphone Com- 95II(A’l General Rulcs of Construction pany of the Nortliwcst; Unitcd Telephone Company of 95k143 AppIication Io Contracts in General Pennsylvania, LLC; United Telephone Company of 95k14321 k. Existence of ambiguity. the Carolinas LLC; United Telcphonc Company of Most Cited Cas? Texas, Inc.; and Central TcIcphonc Company ofTexas (collectively “CenturyLinP or ‘the PIaintiffs”). Under Virginia law, the mere fact that parties Sprint and each of thc Plaintiffs entered into Inter- disagree ovcr a contract’s terms does not cquatc to connection Ayccments (“ICAs”) from 2004 to 2005 ambiguity; in ordcr for contract languagc to bc am- pursuant to thc Telecommunications Act of 1396 (‘’the biguous, it must- be capnblc of two rcasonabk inter- Act”). The ICAs rcquircd Sprint to pay certain charges p@ations. for so-calIed Voice-over Internet ProtocoI (“VoIP”) tclcphone calls. Those chargcs were due under a contract provision that was in each ICA:

1. Sprint Conimunicattions of I95 Contracts -FN Company -951 Requisites and Validity Virginia, Inc. is also a named defendant in 951(F) LcgaIiiy of Objcck and of Consideration this action. However, given that this com- -..+ 9SklO8 Public Policy in Gencral pany is a smallcr offshoot of.Sprint Corn- 95klOSlll k. In gcncraI. Most Cited munications Company LP, and the fact that -CaSeS Sprint Communications Company LP re- ccived ncar exclusive attention at trial, thc Under Virginia Iaw, it is axiomatic that contracts Dcfcndants will be referred to collectivcIy as arc void to thri extent that they impose duties incon- simply “Sprint.” siccnt with the’law. ,. Voice calIs that are transmitted, in wholc or in part, “791, Michael J. Laekerbv. Beniamin Rodes Drvden, via thc public Intemct or a private IP network (VoIP) shall bc compcnsatcd in the Jennifer MatiIda Keas, Folcy & Lardner LLP, Wash- same manner as voicc traffic (e.g., reciprocal com cnsation, intcr- ington, DC, for PIaintiffs. state access and interstate acccss).E&

Edward P. Noonan. Michael Randofah Shebelskie, William Jcffcry Edwards, Huntan B: WiIliams LLP, -FN2. P1. Ex. 35 is the Virginia ICA which the parties agrce is idcnticd to the other eighteen ‘chmond, VA> Mark Ayoite, Matthew Slave?, ICAs at issuc. r:..eerman. Philip Schenkenbek, I3riggs and Morgan PA.,.. .Minneapolis, MN, for Dcfcndants.

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PI. Ex. 25 5 38.4. From the timc thc ICAs were a number of intema1 complexities. Chief among thcm cxecutcd until June 2009, Sprint paid thosc charges in ivas managing thc disparate, and ofientimcs conflict- response to montiily bills scnt by thc Plaintiffs. Then. ing, busincss and regulatory objcctivcs of Sprint’s in the sunimcr of 2009, Sprint, like many companics separate divisions. fd. at 19:14-20 (Cheek). To solvc “792 at thc time, was in considcrabIc nccd of cutting this difficulty, Sprint developed a guiding framcwork costs. As part of that cndcavor, Sprint, in June 2009, for its busincss operations calIed thc “One Sprint for the first timc, disputcd the Plaintiffs’ charges for Policy,” the aim of which was to advance thc overall Volf traffic, contending, also for the first time, that intcrcsts of Sprint and its sharcholdcrs. Id. ai 20:7-8. the ICAs did not authorize tbc VoIP traffic chargcs In practice, thc Policy had Sprint’s divisions take which, for years, it had paid pursuant lo the consistent public positions on telecommunications above-quoted provision. matters. Inevitably, tlic policy to opt for company-wide uniformity worked to the detriment of one Quite fnnkly, Sprint’s justifications for rcfusing division over another in certain industry mattes. to pay access on VoIP-otiginatcd tramc, and its un- NonetheIcss, thc One Sprint Policy was thought to derlying intcrpretation of the IC&, defy crcdulity. benefit the parent .corporation :on .thc. iyholc by Tlic rccord is unmistakable: Sprint entered into con- avoiding inter-divisional strife that might cripple the tracts with Im Plaintiffs whcrcin it agreed to pay accompany or damage its pubIic image. thcreby permit- cess chsrgcs on VoIP-originated traffic. Sprint’s de- ting Sprint’s divisions to compbmcnt onc another to fense is”foundcd on post hoc rationalizations devel- the maximum cxtcnt possiblc. Id at 11):14-20:12. oped by its in-house counsel and biIling division as part of Sprint’s cost-cutting cffotts, and thc witncsscs In 1996, after the dcveloprncnt of thc Onc Sprint who tcstificd in support of the defensc were not at all Poky, but bcforc the lCAs were executed, Congress credibIe. enacted the Telecommunicarions Act. Among its myriad features, thc Act requires that,, upon rcqucst, ’’ For the rcasons sct forth bclow, thc Court finds all incurnbcnt local cxchange carriers ((IILEW), such that ‘in refising to pay thc acccss charges as billed, as tlic Plaintiffs, must interconnect iheir:nciworks $vivith Sprint breached ils duties under the ICAs, which thosc of competing local cxchange caaicrs cJcaily included paying access charges for ((ICLECs”), such as Sprint. See 47 U.S.C. 6 251(cM2-). VoIP-originated triffic according to the jurisdictional Interconnection aIlows a customer of one carrier.to endpoints of ca1lS;Ncnce. judgment will bc cntcrcd for call a customcr of another carrier. When this,happens. the PIaintiffs. the carricr whose customer initiated ?he sail must compensate the receiving cartier for transporting and BACKGROUND FACTS terminating thc call “793 through its network. The Act 1. Origins of the Dispute also requires ILECs and CLECs to negotiatc ICAs to The partici‘ contract dispute traccs in Iargc por- establish the terms by which tlicy wiIl compensate one tion to their rather peculiar relationship. Wlicn thc another for use of the other‘s network. id. 6 251rbL ICAs at issuc in this action were exccutcd, thc Plain- W. All ICAs must bc approved by a.statc regula- tiffs and Sprint were effcctivdy the same company, tory commission bcfore thcy become effective. Id § with the former falling undcr the common ownership 2SZ(c). and control Of thc lattcr. Joint Stipulation of Uncon- tiovcrtcd Pacls (“Joint Stipulation”) 7 6; see also Trial In April 1004. Sprint rcqucstcd negoliatim of Tranicript (“Trial Tr.”) 18~17-20:3 (Cheek). Thc new ICAs with the Plaintiffs in accordance with the PIaihkffs werc part of Sprint’s so-callcd “local tcIc- Act. Sprint‘s requcst fed to the execution, benvcen phone division.” TriaI Tr. 16: 16-17:20 (Chcck). 2004 and 2005, of the ICAs at issue hero; Tliese~IClAs Sprint afso:had long distance, wireless, and corporaie supplanted the oJder ICAs to which‘ Sprint hand the scrvices,divisions, with the Iast of these providing Plaintiffs formcrly were parties. TriaI Tr. 322-B common.corpoiate’*scrviccs to Sprints various divi- (Cheek). Sprint was prompted to seek renegotiation-of sions;&Id at 17:15-20, 19:14-17 (Chcck), 320:14 its ICAs in 2004 because, around that tiniG$pdnt (Sichter). executed whoIesale agreements with various cabIe I- .a . companies obligating Sprint to provide for termination ’” multi-divisional stmcturc Sprint gcncrated of cable customers’ VoIPioriginated tnffic, Idbat ’The of >

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322-23: see alsu PI. Ex. 14 (ernail speaking to ur- podion on VoIP traffic at thc time the ICAs were gency of rcncgotialing ICAs). Sprint's status as a executed. Under thc Onc Sprint Policy then in pIace, "telecommunications carrier" under the Act was a VoIP-originated calls, like voice traffic. ivcrc subjcct boon to the cable companies bccausc tlic latler could to thc appropriate intercarricr Compensation ratcs. id rely on Sprint's standing as both n long distance carrier at 227: 12-m:3; see also PI. Ex. 16. Jim Burt, Sprint's and CLEC to obtain locaI interconnection under thc current Dircctory of Policy, articulated this position Act. Without Sprint, the cablc companies likely wouId shortly before the lCAs wcrc signcd when he sub- not have been abIe to tcrminatc their customers' traffic rnittcd sworn, prepared testimony to the *794 Florida efficiently. See Trial Tr. 34%-35:15 (Check). Nota- Public Service Commission in a rcgulatory proceed- bly, in partncring with Sprint, tIic cable cornpanics did ing. Respecting a VolP compensation provision idcn- not seek means by which to tcrminale their customers' tical to thc one in issue here, Mr. Burt testificd, local calls only; rathcr, the cable cornpanics sought means by which to tcrminatc tlicir custonicrx' local [ilt is Sprint's position that a VoIP call: lhat origi- and long distance calls. Not surprisiiigly, and as wiIl narcs or terminates on Sprint's network should bc be explored furthcri 4hc IC& reflect the cable com- . - subject to thc jurisdictionally qqropriateq.in- panics' objcctives of providing for tcrmination of both tcr-carricr compensation rates. In other words, if the local and long distance traffic. Id. at 3521-3k4. end points of the call dcfine tlic caIl as an interstate call, intcrstatc access charges apply. If the end ii donfract ianguagc at ~ssue points dcfinc the call as intrastate, intrastaic acccss The partics agrced that the Mas?er Interconncc- charges apply. If the end points ofthc call dcfinc the tion Kgrcemcnt for the State of Virginia, executcd caIl as IocaI traffic, reciprocal compcnsation December I; 2004 ("Virginia 1CA");Pl. Ex. 25, is 3 charges apply. , representative example of all ICAs in disputc. Joint Stipulation 'J 34. Thc Virginia ICA is idcntical in all PI. Ex. IG at 213-18. -That. of course, is what material. respccts+tothc othcr ICAs. Ilereafker, tlie Section 38.4 expIicitly provides. 1' contract'will be referred to as the ICA. ., , Though the Onc Sprint'Policy cut against tlie in- A. Sccfion 38.4 of the ICA (VoIP Compensation terest of Sprint's long distance division, IV@, as .i Provision) ' ' ' result of this policy, had to pay more for inttcrcarricr Section 38.4 of the ICA speaks directly to pay- eonncction than it otheyjse would have, ii protected hient . of jccess chargcs for tcrmination of thc acccss revenue of carricrs in Spriit's local tclc- VoIP-originated traffic. Section 38.4 is part of Section phone division. See TriaI Tr. 225:7-19 (Hunsucker). 38 which is crititlcd "INTEKCARKIER COMPEN- Sprint considered that its locd carricrs' acehss we- SATION." Scction 38.4 reads: "Voice cdIs that arc nucs were more important to thc ovciall~profitability transmitted, in whole or in part, via the public Internet of the company than the added cxpcnse the'comp?ny b'r a private IP network (Vofp) shall bc compcnsatcd incurred on thc' long distance end. 'In linc with this ih thc same manncr as voice traffic (q.,reciprocal caIculus, Sprint treated Volf-originated 'traffic no compensation, intcrstatc access and intrastate ac- differdy than voice calls, and it memorialiixea'thisin cess)?! P1. Ex. 75 9.38.4. Section 38.4 of the ICA. I :I .. ,

' "" ! The languigc of Scction 38.4 is clear on its hce. B. Section 38.4's CompensationFramCwork Ifpsvides in no uncertain terms that caIls originating Tlic requircmcnt of Section 38.4 (that in,VaIP format "shalI bc compcnsatcd in thc same VoIP-originatcd traffic sha11 be compcnsatcd in the m'aniidi as 'voice' irafic." The testimony of -Mr. same -manner as voicc traffic) is suppbrted by other Hunsucker, a former Sprint employee once responsi- provisions in Scction 38. For instance, Scction 38.1 GlCfoi Sprintiegilatory poky, confirms that, at timc providcs: of the TChs' execution, the partics undcrstood tIa language to mean exactly what it sdys: acccss chargcs Thc Parties agree to "Bill ~d Kccp" foi mutual re- app1y;tb'VbIP-originatcd trafjic in thc same manner as ciprocaI compensation for the tcrfiination'of Local any Cbthir, voice call. Trial Tr. 222:14--36, 21 Traffic on the netivork oforic Partywhich'priginaies (Hunsucker). Indeed, this rcflected Sprint's oficial . ,. on the network of another Undcr Bill and . ..+..a Party.

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Kccp, each Party rclains the revcnucs it reccivcs sated in the samc manner ;ts voice tmfh (eg., recip- from end user customers, and neither Party pays the rocd compcnsation, intcrstatc access and intmstatc other Party for terminating Local Trafficwhich is acccss)” simply appIics thc same compcnsation subject to thc Bill and Keep compcnsalion mecha- mcchanisms outlincd in Sections 38.1 and 38.2 for nism .... voicc trafiic-that is, reciprocal, “bill and kcep” compensation for local traffic atid eithcr intrastate or P1. Ex. 25 8 38.1. This scction cstablishes thc interstatc compcnsation based on tlic appIicable tariff method of compcnsation for local voicc calls. Undcr it ratcs for Iong distance traffic-to lraffic originating in the partics would not exchange acccss payments, but VoIP format. would interconncct thc othcr party’s local traffic without chargc on the condition that thc olhcr parly C. The Parties’ Understanding of Section 38.4 would do the samc wlicn rolcs were reversed. See Like the Plaintiffs, Sprint understood this to bc Trial Tr. 228: 17-1 8,243: 24(Hunsucker). Section 38.4’s effcct when the ICAs were cxecutcd. Sprint, after all, paid the Plaintiffs for tcrminaiion of The mcchanism of compensation for inteicon- VoIP-originated traffic in accordancc with thc com- nection of long distance trafiic is providcd for in Scc- pcnsation framework laid out in Section 3S.4. In fact, tion 38.2 of the Virginia ICA: Sprint did this without protcst for the better part of fivc years. It was not untiI 2009, years ailer thc cxccution Compensation for the termination of to11 traffjc and of the ICAs, that Sprint first bcgan disputing thc PIaintiffs‘ acccss charges for VoIP-originated traffic. thc origination of 800 traffic bctwccn thc intcrcon- Id. at S3:23-84:20 (Chcck), 24223-243:14, necting parties shall bc bascd on the appIicable ac- (Hunsucker), 375):14-380:8 ’ (Glow), cas charges in accordance with FCC and Com- 244:11-f5 mission Rules and Rcgulations and consistcnt with 6 14:- 15:s (Roach), 77910-20 (Moms); see also thc provisions of Part F of this Agreement [relating Joint Stipulation 137. IO “Intcrconncction”]. Sprint evcn paid acccss under the terms of the PI. Ex. 3 38.2. ICAs aftcr its corporate relationship with thc Plaintiffs changed in 2006. TriaI Tr. 729:16-20 (Morris).Dur- ing and approaching 2006, Sprint perceived that the The compensation provisions in Scction 38 do not Iocal tclcphone business was in a statc of declinc. set forth the spccific mtc at which compcnsation for Having recentIy acquired Nextel Corporation, Sprint tra!Tc tcrmination of Iong distancc is due. Trial Tr. decided that it was in thc company’s best interest to 238:72-229: 1 (Hunsucker). Instcad, thc ICA incor- jettison its local tclcphonc division, which housed the porates by rcfcrcncc the applicabIc lariffs which, in Plaintiffs, and to spin that division off into a separate turn, provide the applicabIc ratcs. That makes scnsc company, Embarq Corporation. Id at S5:10-23 becausc thc tariffs arc voluminous and, because the (Check); see also Joint Stipulation 7 7. The spin off tariffs are controlIed regulatoy entities, they by occurrcd in May 2006. Joint Stipulation q 8. In JuIy change fmm time to timc. For those reasons, it is 3009, CenturyTel. he., a Louisiana corporation, ac- common practice in the industry to incorporate ap- quired Embarq and iis subsidiaries, hereafter operat- plicable tariffs by reference. ing undcr the moniker “CenturyLink.” Id 7 9. The Plaintiffs presently fa11 undcr CcnturyLink‘s corporate Long distancc calls can take at lcast two forms: umbrclla. ifi/rustafelong distance caIls and inrer.sfute long distancc caIls. Id dt “795 22212-228:3, 228:1&18, At trial, Sprint attemptcd to explain its willing 236:16-24,279:10-12. The forincr category is subjcct payment of thc Plainliffs’ access chargcs for to intrastate tariff rates. and the lattcr category is VoIP-originated traffic in the years both before and subject to interstate tariff ratcs. fd at 2SO:U-25. after thc Plaintiffs exited thc company via the 2006 spinoK Before the spinoff, but after tlic cxccution of Section ;SA‘S directive is readily discernible the ICAs in 2004 and 2005, Sprint attributed its pay- when coupled with Sections 38.1 and 38.2. Section ment of the Plaintiff3 access bills to thepartied status 38.4‘5 mandate that VoIP traffic “shall be compen- as corporate affiliates. According to Sprint, it was not ..

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759 F.Supp.2d 789 (Cite as: 759 F.Supp.2d 789) company practice to dispute bills from afiliatcd cnti- willing payment of acccss with tiicsc othcr tclephone tics. As Mr. Morris, Sprint's scnior counsel, charac- companies up until 2009 was the result of similar terized thc situation, Sprint's payment of access to the cnduring dcpendencies and obligations. That sccnario Plaintiffs was like 'Wing moncy out of [Sprinl's] left is neither probable, nor is it supported by the record pocket and putting it in [Sprint's] right pocket. It all which showcd no dependencies on any of those other wcnt to Momma, 'Big Sprint.' " TriaI Tr. 728:9-15 carriers. Also instructive is that Sprint's disputcs with (Morris). As to why Sprint continued to pay acccss in these orher companies did not all irnplicatc ICAs. Trial accordance with the Plaintiffs' biIls aRcr the Plaintiffs Tr. 627: 1621 (Roach). As will be discussed in detail were spun off into Embarq in 200G, and thus no longer latcr, a substantial part of Sprint's argument for re- part of Sprint, thc Sprint witnesses based its three ycar fusing to pay the PIaintiffs' access charges is that acquicsccncc Iargcly on Sprint's dependcnce on thc Sprint draflcd the ICAs to permit it ff exibility on VoIP Plaintiffs' billing systems and ccrtain "transitiona1 compensation. However, the fact that Sprint has dis- scrviccs," as well as significant financial commit- puted access charges with other carriers, whetlicr or mcnts still pending among the partics. id at not it had executed ICAs with thcm, wanants thc 729:16-73 I :10. In other words, Sprint considercd its inference that, .in reality, Sprint's dccision tc! dispute best interests to bc scwed by paying Lecharges that it ~CCCSScharges cmanatcd, not from any understanding now says it did not owe. thc company may have had of the ICAs' text, but from *. . the company's decision to rcduce cos&. According to thc hcad of Sprint's billing division. thc cffcct on Sprint of the global economic downturn Why Sprint would want to reduce costs-cven that tempody "796 aligned with Sprint's 2009 dcci- apart from the gencral maIaise that beset tbc economy sion to dispute the Plaintiffs' access charges played no in and around 30094s apparent from internal-email role in the company's abrupt change in podurc in June corrcspondence. That correspondence rcveals~that 2009. Id at 587:8-13 (Roach). Thc cvidence, how- Sprint's wholesale ventures with cablc companics ever, reveals that adverse economic conditions did were floundcrinS-"tanking" in the words of one drive Sprint to dispute thc acccss charges that, for Sprint employee. PI. Ex. 67 (email from Lisa A. Jafiis years, it! had paid without protest. In the surnmcr of to Diane M. Hcidenreich, Sept. f 1,2009).'Sprint de- 2009, Sprint, like many companics at thc time, em- tcrmincd that disputing accejS charges on barked on .company-wide cost-cuttins cfforts. Nota- VolP-originated trafic would be a step in the dircction bly, during this time period, Sprint launched o coor- of making its relations with cable cornpanics profita- dinntcd effort to contcst access charges on ble. id. VolP-originated traffic with other carriers across the telecommunications industry. See id. GI k19-24; PI. Further evidencing Sprint's motivation in Cod: 6s. 61-62, G7.m In addition to disputing VoIP tcsting the Plaintiffs' acccss charges is the fad that charges under Section.38.4 for the first time in the Sprint challenged thb Plaintiff# bills in stagcs, pro- history of the ICAs with CenluryLink, Sprint sent gressivdy Iowcring thc rate at which it was wiilin2to notices to AT & T, Verizon, Qwest. ComPartners, and compensate the Plaintiffs. In June 2009, carry on in One Communicarions, among othcrs. Trial Tr. Sprint's efforts to disputc VoIP acccss charges, Sprint 61 S: 19-24 (Roach); PI. Exs. 6 I-62,67. convcycd to the PIaintiffs that "the most tliat [it] can be chargcd for VoIP traffic is intcrstatc accas,'Yb& . FN3.Sprint also sought to cut costs in a widc cause, in Sprint's estimation, the FCC had determined * ' .range of othcr arcas bcyond VoIP compcn- that VoIP traffic is interstate in naturc. P1. Ex. 54. In ' sation; Trial Tr. 648: 19-24 (Roach); see also this way, Sprint attempted to re-rate the traffic that'the P1: E$. 6 I. Plaintiffs had bilIed at intrastate rates to comparably lower interstate rats; Trial Tr. 636: 1-10 (Roach). ' Thii broad stroke of Sprint's rchsal to pay access Shortly theicafier, however, Sprint reached the con- cI%rges undcrmincs its argu'mcnt that it continucd to clusion that even rc-rating .traffic billed at hastate pAy acc&.Fto the PIriintiffs afier the spinoffon account rates to jntcrstatc rates did not produce*797.thc cost Of ;ontinhirig dep&dencies and obligations peculiar to savings that it sought to realize. In -consequence, the PIaiiifiTfsj For, if this contcntion isto bc believed, Sprint decided that it wodld onIy pay th= Plaintiffs th'eGOurt. would :also have' to accept that Sprint's 5.0007 pcr minute for termination of.Vo1P-originated 4 ,. . *I! *I I"' '. .I I , .'.,. >-.. . ,_ . I .; . <, .. . -I:! . . , ' 0. .:I ,

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traffic, a rate even lowcr than the PIaintifTs' interstate realizcd savings and kccp the company on track to rates. /d at 639:I 1-640:19; 6427-17; see also DeE mcct its savings targct. Id at 6495-65 121. EX. 133-34. I). Summary Sprint says that it settlcd on that rate becausc thc The factual background of this action could oc- FCC had cstablished thc $.0007 pcr-minute ratc for cupy many more pagcs. However, rather than pre- anothcr typc of VoIP traffic. Trial Tr. 6427-17 senting the facts entirely as a preface to thc lcgal (Roach). But, as tlie record leavcs no doubt, the rno- principles raised by this disputc, the morc scnsiblc tivating force in selecting that rate was not that Sprint approach is to address additional facts as they bccome honcstly perceived the 5.0007 rate more appropriatc relevant to the legal discussion of the post-hoc m- than the rates at which it had been billcd by the tionalizations which Sprint has offercd in an effort to Plaintiffs. What mattered for Sprint, to the exclusion cscape its contractual obligations. Thc next section of a11 othcr considerations, was that the $.0007 ratc will thus make findings of fact as appropriate in de- pcrmitted the greatest savings for tlie company. Sprint ciding the proper application of the controlling law. I 2 ,'ti therefore had no qualms overlooking tl~cinconvenient -, . .:. detaiI that the S.0007 rate it chose did not apply to thc LEGAL DISCUSSION type of VoIP traffic for which Sprint had received the Under Virginia law,= a plaintiff must provc Plaintiffs' termination serviccs. thrcc elements by a prcponderance of thc cvidcncc to prevail on a "798 breach of contract claim: (I) a Ic- Thc fact that Sprint so cavalicrly has shifted its gdly enforceable obIigation esisted betrvccn the deposition on the rates it is now willing to pay for fendant and plaintiff; (2) the defendant brcachtd its VoIP-originated traffic furthcr illustrates that its dis- obligation; and (3) the plaintiff incurred injury or putes were bacd on efforts to cut COSIS, rathcr than on damage stemming from thc brcach of thc obligation. a Iegitimatcly held belief that Scction 38.4 did not Stinrise Confinuilrp Care, I,LC v. Wrphl, 277 Va. 148, rcquirc Sprint to pay at tlie lcvels which. for years, it 671 S.E.2d 132, 135 120091 (citing Fiiak v. GeoweL had paid wilhout protcsr, 267 Va. 612. 594 S.E.2d 610. 614 (2004)). Because the Plaintiffs have satisfied thcir burden as to all three " Sprint did more than protcst the Plaintiffs' current elcmcnts, they are entitIed to judgmcnt on theirlbreach bills; it also dcmandcd that the $.0007 ratc bc appIicd of contract claims. rctroactively for the preceding twenty-four months. Id at 643:18-25. In Iinc with this stance, Sprint sou@ -FN4. The parties agcc that Virginia Iaw and return of thc portion of acccss cliarges that it had paid federal Fourth Circuit commoh law are rep- the PIaint

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759 F.Supp.2d 789 (Cite ns: 759 F.Supp.Zd 789)

PIaintiffs are cntitlcd to both amounts.m “Intercarrier Compensation.” *799 Scction 38.4, spc- cifically, mernoriaIizes the partics’ agreement on ter- -FN5. The parties wiIl bc required to provide minatioii of VoIP-originatcd traffic, the precise issue action. airrent numbers for USC in thc final: judg- disputed in this That section, as already found, ment. couId not bc any cIcarcr. It directs that VoIP calls arc to be compcnsatcd in the same manner as voice traffic. PI. Ex. 25. That the compensation callcd for in Section the threc breach-of-contract clcrnents, this Of 38.4 is obligatory, rather than optiond or conditional disputc most implicatcs the firs-whether a legalIy some later evcnt. is clear that section‘s unenforceable obIigation Existed between the partics. on from qualified use of “shall.” Section 38.4‘s cxplanatory Thc bulk ofthis opinion wiIl addrcss why this question clause-‘‘leg., rcciprocal compcnsation, interstate must be ariswercd in thc affirmative. access and intrastate access)”4nIy makes the seetion’s mandatc more apparent: Sprint’s paymcni of I. The ICAs Establish a LegalIy Enforceablc Ob- access charges for VoIP traf€ic wcrc to mirror its Iigation betwecn Sprint and the Plaintiffs payment of acccss for voice ~rnfficunder Sections J21f31141151 Whether a legally enforccablc 38.1 and 38.3, which rcspectivdy establish rcciprocal agrccment exists hinges on thc “objcctivcly mani- compensation for Iocal calls and tariff-bnsed com- fested intentions of the parties," Moore v. Reoiiforf pensation for non-Iocai calls. It bcing the case that the CUI~MVN.C..936 F.2d 159. 162 (4th Cir.19911 (citing partics mcmorialized thcir agreement on VoIP-related Piver v. Pender Coimly Bd Of Edue., 835 F.2d 1076 access chargcs in Scction 38.4, and it also being thc 14th Cir.1987)). Where ari agrcemcnt has bccn mc- case that Section 38.4 is unambiguous on its facc, tbc morialized in writing. as in this action, “[tlhe clearest contract language is dispositive of thc Plaintiffs’ rnanifcstation of [the parties’] intent is the contract’s breach of contract claim. Thc disputc turns on the plain languagc.” Silicon Tmape. Inc. v. Gcne.Tis Mi- parties’ objcctive intcnt, as unambiguously expresscd crochip, Ins. 271 F.Supp.2d 840. 850 lE.D.Va.20031 in Scction 38.4. (citing Providetree Souare Assoc.. LLC. v. G.D.F., Inc.. 21 I F.3d 846. 850 (4th Cir.200011. Furthermorc, Sprint argucs correctly that thc ICAs IhemseIves when: such writtcn languagc is “cIcar and unambig- do not contain the tariff rates at which Sprint has bccn uous, the proper interpretalion is that which assigns billed. Instead, thc ICAs incorporate tariff rates the plain and ordinary to thc contract tcms.“ by meaning rcference.m Trial (Roach). is SiIieon Imam 271 F.Su~a2dat 850 (citing Provi- Tr. 53925-546:l S This significant, according to Sprint, bccausc the 1CA did denceScruure, 21 1 F.3d at 8501. In Fnct. courts may not not incorporate the rat= at which it was billed, look beyond thc four corners of thc wiitcn instrumcnt meaning that Sprint never agreed to exc- when the contractual language is on its them when unambiguous cuting the with the PIaintiffs. Sprint’s position facc. Trex Co.. inc. v. FxronMobi1 Oil Cow.. 234 ICAs can be distilled to the contention that thc-ICAsdo not F.Sum.2d 572, 575 (E.D.Va.2002) (“Virginia law incorporate tlic PIaintiffs’ tariffs, wherein the access specificaliy rcquircs that, if the contract is plain and rates. actuaily bilIcd, arc located. unambiguous in its terms, the court is not at Iiberty to as Tc$c.h, for its meaning bcyond the instrument itself‘ (internal quotation marks omitted)): see also Ross v. -FN6. The first-ordcr question of whether, as Craw..231 Va. 206. 343 S.E.2d 312, 316 119861 a matter of law, ICAs can incorporate tariffs (“[Thc court] adherc[s] to the view that contracts must is not in disputc. The padies concur that it is bc construed as writtcn”); Lnnalev v. Johnson, 27 pcrmissiblc for ICAs to incorporate tariffs, a VaAtw. 365.499 S.E.2d 15, 16 19981. position confirmcd by federal precedent. $cc US. West Commc‘ns. Inc. v. ’ Sprint Commr‘nr Co.. L.P.. 275 F3d 1241 (10th A. Section 38.4 UnsmbiguousIy Provides that Ac- Cir.20021 (hoIding that a CLECs decision to cess Charges Are Ducfor Traffic VolP-Originated purchase serviccs undcr thc ILEC’s tariff did Application of these Iegd principles evinces a not constitute abandonment oE.an TCA; but Iegal duty on the part of Sprint to pay acccss cliargcs rather amcndcd the EAto incorporate the VoP-originated calIs. ICA niemorializcs the on The tariffs terms). parties! agrecmcnr on mattcrs rcIating to idtcrconnec- I. tioo * geneplly. Section 3s- the ICA controls of .$.* ..

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759 F.Supp.2d 789 (Cite as: 753 F.Supp.2d 789)

In furthcrancc of this proposition, Sprint con- rates provided thcrcin. Scction 38.4 providcs ihat tends, among other things, that thc tariffs are defined VoIPsriginated traffic shall be compcnsated in the in thc ICAs as standdonc documents. P1. Ex 25 B samc manncr as voice calls. PI. Ex, 25 3 38.4. Section 1.63. Sprint also argues that the ICAs’ integration 38.2, in turn, establishes that compensation for long clause, sct forth in Section 29.1, bars incorpontion of distance voice trafic “shall be based on applicable the Plaintiffs’ tariffs in making referenccs to cxtcrnat access chargcs.“ Id 0 38.2. Thc corollary is that, in documcnts “subjcct only to thc terms ofany applicable calculating the compensation for VoIP-originatcd tariffon fiIc with the State Commission or the FCC.” traffic, the partics would have to reference thc Plain- Id 529.1. tiffs’ miffs, first, to locate the applicablc acccss rate, and, sccond, IO use that ratc to calculate the access Notwithstanding Sprint’s protcstations, thc ICAs’ charges due. Thc ICAs’ tcxt can support no other clearly incorporate the Plaintiffs‘ tariffs by reference. reasonablc interprctation. The ICAs, after all, do not Sprint’s arguments on thc subjcct lack merit. The fact contain a Iist of acccss rates upon which access that ‘?tariff is scparatcly defined in the ICAs is irrel- chargcs can bc calculated. If the ICAs‘ rcpeated ref- evant to thc abiIity of the iCAs to incorporate the crcnccs to “tariffs” and- “acccss *yge$.’rflrqto havc PIaintiffs’ tariffs. And Section 29.1 says nothing that any meaning, thc ICAs must incorporate the Plaintiffs‘ bars incorporation of the Plaintiffs‘ tariffs. At most, tariffs by refcrcnce. that section prevents thc ICAs from incorporating tariffs ‘ihconsiStcnt with tariffs filed with statc com- Trial tcstirnony confirmed this common-sense missions and the FCC. construction of the ICAs. For cxampIe, Mr. Hunsucker, who had intimatc knowledge of the Ic#s The iaw does not sct a particularly high owing to his many years as a Sprint. exccutivc, ex- threshold for incorporation of extrinsic documcnts. In plaincd .that he and Sprint clearly ’irndcrslood.that Herl: Corn v. Ziirich ilmer. Ins. Co.. 496 F.Supp.2d Scction 38.4‘s reference to “interstate access land in- 668 E.D.Va.20071. thc coui~explained that: “[i]t is trastate access” incorpontcd the PIaintiffs’ tariffs,Sca axiomatic in the law of contracts that, in order to in- Trial Tr. 228:12-229:8 (HunSuckcr). Mn Hunsucker cd@?rate a secondary document into a primary noted that it was common arnong.the PIaintiff teIe-’ d6’cumcnt. thc identity of the secondary document phone carriers to have their tariffs incorporated by mud be readily ascertainabIc.” Hertz, 496 F.Suu~.2d rcfcrcncc. Id at 229314-24. Ne cxplaincd thathimor- at 673 (citing Standard Rent Gloss Cora. Y. poration madc sense from a logistical standpoint, G/~.~.~rdOf~.OV.333,F.3d 440.447-(3d Cir.2003)); see given that the tariffs typically run thousands of pages ah0 *8OORd of Trs... Skeet Metal Workers’ Narionul and contain rates that regularly vary. See id at Pension Fund v.’ DCI Signs & dwninm he.. No. 2315-15: see also id at 375:4-12 (Glovcr). Addi- I:O~cvl5.2008 WL 640252. at *3 (E.W.Va Mar. 5, tionally, he explained that parties havc an incentive to 2008) (citins Hem for same .proposition). Moreover, incorporate tariffs by reference, rather than attaching ir,must.be clear-that the parties to the primary agcc them to, or printing them in, ICAs, bccausk tariff rates ment had knowledgc of, and assented to, the incor- generally have been dccrcasing over timc, meaning porated tcrms. Her!:, 496 P.SUPD.~~,at 675 (citing that partics to bc bilIed generally stand to pay less by PaiheIVebber.Im. v. .Bvbvk 8 1 F.3d 1193. 1201. (2d agreeing to tariff ratcs.as opposcd to static rates con- Cir.19961); see ahCum v. Holt’s Erarn’rs. I20 Va. tained in ICAs. Sce id 231:11-15 (Hunsucker); sce 261.91 S.E. 188. 191 119171. Notably, however, it is also id. at 375:12-17 (Glover). I . .. -\ not rrewssary. *i.d thauhe primary document provide: ex- plicitIy that it “incorporates” tliesecondary documcnt. And, while the ICh’ Ianguage, standingdonq is HCPG 496,F.Su~p,2d-aLG75:Bd of Tr.s:.’&heef.Metaf adequate to show thatthc ICAs incorporate thc Plain- iiid;kers‘,-~-~r~e~~io~Fund 2-(j08- - wL--6402-52 -- tiffs‘ tariffs by reference, Sprints own konduct in the (stating ,- ccss charges, for years and without; bprotest, ~Vcn I , .. ._... ,. . those actess char& had beeri.caIeuIdted using . .. . If.J though ,,! mFrom9hc ExtoFthh IGA%it is apparent‘fhat incorporated tariff ratcs. Sprint was fully hwam ofthe thep incsrpotate. iHdlaintiffsLtdiiffs,~And heaccess bsis of the chargts it was biIled and Lwhich it paid,.

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759 F.Supp.2d 789 (Citc as: 759 F.Suppld 789) raising the issue of tIic whcthcr the ICAs ineorporatcd Sprint finds thosc rcfcrcnccs in the ICAs’ Prcamble, the tariffs only after years of paying those bills. Sprint id. (defining “Local Interconnection’’ as the parties’ continued to pay access ehargcs pursuant to the desirc, under the ICAs, “to intcrconncct their locaI Plainliffs’tariffs even aRcr the 2006 spinoff. It was not exchange networks for thc purposes of transmission unti1 Ihc economy took a drastic downturn, and and termination of calls”), and in substantive provi- Sprint’s cabIc vcnturcs faltercd, that Sprint chose to sions of thc ICAs, such as Scction 2. I, which speaks to dispute thc Flaintiffs’ tariff-bascd ~CCCSScharges. The the rights and obligations of thc partics “with respect fact ,that “801 Sprint willingly paid thc Plaintiffs’ to thc cstablishment of ‘Local Interconncction,’ ” id 4 acccss charges for so long, and only conksled them 2.1. when faced with financial hardship, is convincing cvidence that, whcn Sprint executed the ICAs it un- In an attcmpt to bolster its contention that the derstood them to incorpomtc the tariffs. partics ncvcr cnvisioned the ICAs reaching non-Iocal traffic, Sprint suggests ffiat Scction 37 dcscribes the In sum, Section 2S.4 is dispositive of this disputc intcnded scope of the ICAs as “Local Inlerconncction in thc Plaintiffs’ favor. As statcd. that scction’s Ian. Trunk Arrangcmcnts.” id. 9.37; According to Sprint, guagc clearly provides that VoIP tralfc shall be that tcrminology removes from the ICAs‘ ambit Fea- cornpcnsafcd in thc same fashion as voicc traffic, and ture Group D Trunks (“PGD Trunks”). or trafic dc- it incorporates tlic PIaintiffs’ tariffs to make calcula- livcrcd over FGD Trunks, since FGD Trunks conneet tion of such compensafion possible. Tcchnically, the long distance nctworks to local networks, and not Court’s andysis nccd proceed no further, for once it is local networks to otlicr local nctworks. Citing the found that.an agredmcnt is in writing and its terms are pricing tablcs referrcd to in Section 7.1, Sprint also unambiguous, the law dirccts that ibc inquiry is at an makes thc rcIatcd argument that thc pricing tables in end. The unambiguous writtcn instrument controls. the ICAs nowhere reference FGD Tmnks by name. Neverlheless. thcrck utiIily in considering the rest of For Sprint, this means diat the parties newintended Sprint’s argumcnts, notwithstanding their misplaced Scction 7.1’s payment obligations to’ extcnd to long disposition. distance traffic delivcrcd over FGD Trunks. ,. - ... B. The ICAs’ Scope is Not Limited to Interconnec- Sprinrs narrow interpretation of the ICAs’ scope tion of Local Traffic suffers from numerous infirmities. First and forcmost, Perhaps thc cIoscst Sprint comes to tying any of only so much can be gained from Sprint referencing its argumcnts to the language of the ICAs is in arguing other provisions in the ICAs, but ignoring the one that various provisions of the ICAs (excluding Section provision, Scction 38.4, that speaks directly to thc 58.4) cvidcnce that the partics never intended thc issuc in dispute-compensation for tcrmination of ICAs to apply to thc non-local traflic for which the VoIP-originated traffic. That Sprint rcIies on tcxtual Flaintifls seek access charges. Toward this point, subtleties and nuances io support its position ‘whilc Sprint proffers a varicty of arguments rooted in the faiIing to addrcss the clear lext of *SO2 Scction 38.4 in ICAs’ test. Sprint, for Example, notes that the ICAs do any meaningful way discloses thc frailly of Sprint’s not dcfine or refcr to Sprint as a long distance carrier, position. or “IXC” in industry shorthand. Rather, as Sprint asscrts, the lCAs refer to Sprint onIy as a “CLEC,” a Second, the narrow meaning to which Sprint as- competitive local exchaflgc carricr. PI. Ex. 25 (Pre- cribes the ICAs’ use of “Local Intcrconnectidn” is amble). Sprint also draws atlention to the fact that, implausible in the edremc. As that term is used in the when the abbrcviation for intercxchange carrier, ICAs, it refers to all types of calls-both local and “IXC,”“is use8 :in the ICAs, it refers only to non-local-teminatcd over a local exchange network. non-parties. Id, 5s 47.5.4, 54.1, 57.9. Here, Sprint‘s Trial Tr. 223:24424:7 (Hunsucker). A Iocal cxchangc logic is that the ICAs do not contcmpIatc Sprint tcr- nctwork, afkr all, is capable of rccciving both local minating Iong distance traffic over the Plaintiffs’ and non-local calls. Id. 235%-236:6. Sprint, in es- networks. scncc, argues that the “LocaI” in “Local Interconnec- tion’’ confines die origination of calls covered by the Further significant for Sprint is that the ICAs’ ICAs to local calling areas onIy. Were this true, make rcfcrcnct to “Local Interconnection” rcpeatedly. though, the TCAs would have littlc practical signifi- I.

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759 F.Supp.2d 789 (Citc 2s: 759 F.Supp.2d 789) cancc for the parties. This is because Sprint does not “[c]alls terminatcd to cnd users physically Iocated cvcn haw Iocal networks that scwe VoIP customers in outside of the local calling area ... are not local calls the calIing areas covcrcd by the Plaintiffs. Id for the purposcs of intcrcarrier compensation and 523:25-524:4 (EngIish). The VoIP-originatcd calls access charges shall applJ?” Id 4 38.3 (emphasis from Sprint that the PIaintiffs tcrminatc over their added). Lastly, Section 38.4, thc VoIP Compensation local cxchange networks a11 tmvcl through switches in Provision, requires that VoIP traffic shall be com- states and calling arcas different from thosc of thc pensated “in thc samc manner 11s voiec traffic (E,& Plaintiffs. Conscquently, the VoIP traffic at issue in reciprocal compcnsation, itirerslnre occess iuid intra- this action could not possibly travel directly from a stale access ).” Id § 35.4 (cmpbasis added). Section Sprint local exchange network IO onc of thc Flaintifls’ 7.1 is not a basis to wad FGD Trunks out of the scopc local exchange networks. Sprint’s interpretation of of the ICAs. ICAs’ scope thus docs not comport with thc actuaI aligmcnt ofthe parlies’grids insofar as VoIP tramc is “303 In sum, Sprint’s atpments do not withstand concerned. Notice. too, based on tlic foregoing, that scrutiny. Not only do thy conflict with other provi- Sprint’s reading would makc a11 provisions speakingto sions of the ?CAS,which dearly contemplate a scope VoIP in tItc ICAs, such as Section 35.4. invalid as beyond locaI trafic. but tlicy also conflid with thc bcyond the ICAs‘ scope, sincc thc termination of operation of thc parties‘ grids. A contract’s scope is not VoIP-originated traffic would nevcr follow a dircct dctcrmincd by a handfuI of its terms takcn in isolation; Iocal-exchange-to-local-exchangc nclwork path for a contract‘s scope is dctcrmincd by its ovcrall structure thc parties. and content. The overaIl structure and content of the ICAs lads to the firm conclusion that thc parties Third, othcr portions of thc ICAs disclosc the in- intended the ICAs‘ scopc to extcnd to the intercon- credulity of Sprint’s novel interpretation of the ICAs’ ncction ofboth local and non-local traffi~.~ scope. The IC&, for cxampIc, dcfinc “access scrviccs” in their dtfinitionai scction. See PI. Ex. 25 6 -FN7. In addition to finding suppbil in the I .3. If the ICAs were intended only to tcrminatc Iocal ICAs’ text for its contention that tIi6 parties caIls, thcrc would bc no need to define this phrase. understood the ICAs to apply onIy io Iocal Trial Tr. 2336:16-24 (Wunsuckcr). Additionally, an- traffic, Sprint finds support for this conten- other section in thc ICAs distinguishes bctwccn local tion in an agcement it reached with thc trafic and non-loca1 to11 calls. See PI. Ex. 25 9 37.1; PIaintiffs in 2003, prior to the execution of Trial Tr. 237:7-19,24 I:t8-242:22 (Hunsuckcr). That thc ICAs in dispute. Sprint attempts io offer same section also refcrcnccs 4‘intcrcxchangc traffic” this so-caIlcd “Access BilIing Agreement” as that, by common understanding in the industry, en- cvidence that the parties never intended rhe compasses long distancc traffic. PI. Ex. 25 § 37.1.2; subsequdy executed ?CASto govern traffic Trial Tr. 237:7-19. Section 3S.4, as well, requires the delivercd over FGD Trunks. See DeCEx. payment of “interstate access” and “intrastate access” 110. on calls in VoIP format. Thosc requirements would have no place in the ICAs wcrc they limited in scopc Once again, Sprint’s argument docs not folocal trafic:SecTrial Tr. 77:16-21 (Cheek). These survivc cxamination. First, the parties to featurcs of thc ICAs lcavc no doubt that thc parties this agreement wcre not limited to tlie intended the ICAs to govern more than just IocaI traf- Plaintiffs and Sprint. This aceement in- fic. , volved entities comprising‘ Spfint‘s wi&- less division. Sccond, this agreement was . Fourth and finalIy, Sprint’s interpretation of Sec- not intended to sewc as a comprchcnsivc tion :7.1 ignores other provisions in thc ICAs ad- billing agreement. It rnercly set terms for dressing tariff-based payment for traffic dclivcred the escalation of biIling disputcs. Trial Tr. over FGD Trunks,Scction 38.2, for cxample, provides t75:14-17 (Cheek), S6Gr12-20 (Roach). that “[c]ompensation for the termination of toll traffic Third, this agreement did not apply excIu- ... betwccn thc intcrconnccting parties shall: be based sivcly to FGD Trunk acCooants. Def; Ex. on the applicable mcess chorges.” PI. Ex. 35 5 38.2 1 IO (obligating Sprint IO’ pay “all local (emphasis added). Further, Scction 38.3 providcs that service minutc of use ... bills”); see also ,. . ’ .’

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7S9 F.Supp.2d 789 (Cite as: 759 F.Supp.2d 789)

TriaI Tr. 180:4-G (Chcek). This agreement that the provision was ambiguous. Id at 785313-18 is not even of marginal relevance to thc (Morris), 867:1-87 1 :2 (Luehring), 985:18-878:7 parties understanding of the ICAs’scope. (Cowin). To the cxtent that these lawyers-Mcssrs. Morris and Cowin and Ms. Luehring-now claim that C. Section 38.4 Was Not Written to Be Intention- Scction 38.4 was dnAed to be ambiguous, the Court aIly Ambiguous rejects their testimony as not In an effort to justify its intctprctation of Section 38.4, Sprint argues that, in its mind, Section 38.4 was -FNS. In so doing, thc Court followed the deliberately draRcd to be “ambiguous.” Trial Tr. guide of the standard credibiIity jury in- 8 I T21-5 lS:2 (Luchring). struction. 1 A O’Malley, Grcnig & Lee, Fed- eral Jtq Practice aiid Instniciioiis, § 15.0 1 11 Olllll That argument conflatcs “ambiguous” (5th ed. 7000). with “broad.” Whcther a contract is ambiguous is a qucstion of law for the court’s dctcrmination. Wihnv. But cvcn assuming for argurncnt’s sake that Sec- Holvfie[d, 227 Va. I X4: 31 3’SiE.2d 3P6. 398 (19841. ’ tion 3S.4 wis ambiguous; ~h&rciulfWmld’stilI not Ambiguity has a particular meaning under Virginia augur a Sprint victory. Sprint seems to bc of thc law; thc mcrc fact that partics disagrcc ovcr a con- opinion that, to thc cxtent Section 38.4 is subjcct to tract’s tpns,do.cs not cquatc to ambiguity. k r’Con- multiple interpretations. thc company is free to choose tracts arc not rendered ambiguous mcrcly bccausc the the one that most suits its fancy. Lost on Sprint is thc parties disagree to thc meaning of the language fundantcntal tcncf of contract law that ambiguity is employcd by [thc partics1 in expressing their agee- consttucd against the drafter. Wililsmnon Cunrrocts 8 ment.”). In order for contract languagc tu be ambig- 32:12 (4th cd.) (“Sincc the Imguage is presuniptivily uous, it must bc capable of two reasonabk interprcta- within the control: of thc party drafting the ayeemknf, lions. Silkon hime, 271 F.Supp.2d at 850 (citing it is a generally accepted principle ihat any ambiguity MetricCondiwcmis. Inc. v. NASA. 169 F.3d 747.751 in that languagc wiIl bc intcrpreted agaiijg the draft- {Wd.Cir.l9$W: derna Cm. R Stir. Cu. Y. Firemlard er.”); see also Murzin R Martin, Inc. v. Bmdlev En- Carp.; 249 Va.1209. 455 S:E.Zd 729, 232i19951). In rers.. ittc., 256 Va. 288, 504 S.E.2d 849 (19981; & akessing whether an-interpretation is reasonable, a honev v. NalionsBatlk OF Virpinin..AM., 249 Va. 21 6; courbis to consider the context and-intent of the con- 455 S.Edd 5. 9 119951. The record shows that,Sprint thEtin6-particis. Silicon Inme, 271 F.Suw.2d at 551 drafted the standard template language that became (citing Merric Constrtrctors. 169 F.3d at 752; Scction 38.4 of the ICA. ,Trial ,Tr.80S2S8095 Conrfr.Group li .United Stares. 28 1 F.3d 1369, I372 (Luehring). Moreovcr, thc in-house counsel who ad- - .- - I-, . JFed.Cir.2002U. vised thc parties regarding ihc ICAs wcrc, and remain ,I today, Sprint cmployccs. See id at 690:2,5-69.1:1 805:16-17 r{Cowin). ; , ‘mPis.aaatterBfkiwScction 38..4 is not ambiguous. (Mom’s), (Luchring), 960:34 It is immaterial ihat Sprint now objects to the plain For sure, the partics’ status at thc t.ime the IC& wcrc meaning of that provision, And, it is immaterial that cxccutcd as entities of the same parcnt corparatiqn Spdnt belicvcs Section 38.4 lends itself to multiplc complicates the application .of the ambiguity ruI+ interpreta!ions. Ste Trial Tr. 817:19-20 (Luehring). After all, the Plaintiffs might be considcrcd, “draftcrs’.’ The -issue is whether Section 38.4’s language is capa- of the IC& as well, since they fcll under,Sprjnt’s bleoftwo reasohabk interpretations. And, simply put, umbrclIa when the partics entgcd into.-. theJCAq--- it isnot. At thc risk of being redundant, thar section’s However, the dominant influence that .Sprint, em- messagc is patcntly clear: VuIP~caIlsmust be corn- ployees outside the company’s local telepji.qnc..divi- pcnsatccl in.the.,Sarnemanriecs mice traffc; meaning sion wielded rcspecting the IGAs’.terms, fopall ‘ppi rcciprocd -csrnphitlbn. QT .*c0fifiehBation Wed on tical purposcs, made Sprint .the .singular draficr bof inlcat$tc drTritrastate ,accessiates,No-othetreasona- Section 38.4. Thus, the PIaintiffS: cons!rpc,ti.on of Section, bIe,inte@r&~pcb& b’cenpre3ehtixldi - ’ ’ ’ 38s would, prcvail evcK:’ii;the ;evevent.. . . . -.tl~~t . , T .I, , I, .b .I*,. . ,. pyv@ionwere amhiguoui (WV.~!jt;,is-not)...... \ 1,. -.-: .: . ” ,.i . .. - .’ , , “tT: ‘ ” Albd’Linstmctive,isthat none $f Sfirint’s in-house - .. la&ycrb eve? told-tfjkb’kiirkis*SO4 people invol+’kd.in D. Section 38.4 Was Not Written,to Be’lntentioni ally Broad ’. 4s - , .:

.*,I . . ,. .

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759 F.Supp.Zd 789 (Cite as: 759 F.Supp.2d 789)

Perhaps, Sprint mcant to arguc that Scction 35.4 Second, Section 38.4’s language does not support was intended io bc “broad,” not “ambiguous.” One of Sprint‘s assertion that thc provision was intended to bc Sprint’s witnesses used thc two words interchangeabIy broad. One nccd look no furlher than Sprint’s own in dcscribing Scction 38.4. See id 816:22-817:1 argumcnts to appreciate this point. Rccognizing that (Luehring). Obviously, broad and ambiguous have Section 38.4 contains no terms that, cither on thcir two diffcrcnt rncanings in everyday usage; and this facc or infcrcntially, support the notion that Sprint had distinction is only amplified in the Iegal setting, tlic option of paying access charges on VoIP tramc, whcre, as cxplained, the term “ambiguous” has a pat- Sprint dirccts the Court to divine such an option from ticular meaning borne out by casclaw. It follow that, othcr provisions of the ICAs. Sprint, for exampfc, cites if Section 38.4 was intcnded to be broad, a separate a paragraph in thc ICAs’ Preamble which reads: lcgal issue is presented. WHEREAS, the Parties intend the rates. tcrms and Sprint offers scvcral rcasons as to why thc partics conditions of this Agrecrnent. and thcir pcrformancc undcrstood Scction 3S.4 to stop short of requiring of obIigations thcreundct, to conipIy with thc payment of access charges on VoIP-originated traffic. Communications -Act of:-1934, ... the Rules and Perhaps most conspicuous of thcsc rcasons was Regulations of the Federal Communications Com- Sprint’s insistence that VolP‘s tenuous status under the mission ..., and thc orders, culcs, and regulations of Telecommunications Act of 1996 at the timc of thc thc Commission, ICAs‘ execution bore substantially on the partics‘ undcrstanding of Scction 38.4. Sea id. at 344:13-I9 P1. Ex. 25 (PrcambIc). Sprint further citcs Section (Siclitcr), 90923-910:19 (Burt); PI. Ex. 8 at 7. Sprint 4.2, stating, “Thc Partics acknowlcdgc that the re- even went so far as to claim that, had Section 35.4 spectivc rights and obligations of cach Party as set definitiveIy required access charges for VoIP traffic. forth in this Agreement are based on thc tats of the that section-and, by wtcnsion, thc ICAs-would Act and the orders. rulcs. and regulations pmmuIgatcd havc violated federal law. See TriaI Tr. 8 18:7-81922 thcrcundcr by thc FCC and the Commission ....” id 5 (Luehring). ’ 4.2. FinalIy, Sprint offers Section 38.2, which relates IO access charses generally: “Compcnsation for thc *SO5 The Iattcr contcntion carrics no weight at all. termination of toll trafic and its origination of 800 Spiint itielf admits that thc FCC has yct to rulc on thc traffic betwccn the intcrconnccting parlies shall be propriety of access charges for the type of VoIP traffic based on the applicable access charges in accordancc at issue in this action. Id at 8 f 8:1I-14. It goes without with FCC and Commission Rulcs and Rcgulations ....” saying that a party cannot violate federal law in an Id 4 38.2. As to Section 38.2, Sprint argues that it was area when no federal Iaw exists. Absent an FCC ruling meant to work in conjunction with Section 38.4 such on the VoIP traffic in dispute, Sprint and the Plaintiffs that Section 38.4 only imposed an obligation to pay wcre free to craft an agreement dcatinz with such acccss chargcs as ivas required by fmufor VoIP waf- traffic as they saw fit. See id at 150:2-10 (Cheek). fit. And, it appears that Sprint also intends to say that thc quoted portions of the ICAs’ Preamble and Scction And, Sprint’s other contention, that the precarious 4.2 worked to similar effect, creating an obligation nature of VoIP trafiic under the Act somehow dcter- only insofar as tlic law rcquircd. mined the meaning of Section 38.4 for the parties, is aHo unpersuasive. First, and most fundamentaliy, the Those arguments do littlc to advancc Sprint’s po- unccrtain status of thc PCC‘s classification of VoIP sition, howcvcr. Rccalf that, absent ambiguity, the trafic does not foreclose parties from agreeing, such ICAs’ Ianguage is the Court’s first and only inquiry. as thcy did in thc IC&, to a method of payment for the And nothing in the tcxt of Scction 38.2--0r, for that termination of VdIP-originated traffic. The only sce- matter, the Preamble or Section 4.2-direh that nario in which federal rcgulations wouId bear on a Section 38.4 be modified in the manner advocalcd by contract dispute such as this one were if FCC rules Sprint. Sprint, in effect, asks the Court to’read the expr&sIy prohibited payment of access charges on the word “sbal1,” which convcys a clear command, out of VoP’traffic at issue, which, by Sprint’s own admis- Scction 38.4 on account of language in other provision:is not the case hcre. sions of the ICAs, two of which do not even pertain to access charges. The Court declines that invitation, for

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753 P.Supp.2d 789 (Citc as: 759 F.Supp.2d 789) it would be a bizarre path to modify thc provision most on point with general language in peripheral. if not Thc topic of thc asscrted breadth of Scction 38.4 irrclevant,*806 provisions. It also merits notins that, cannot be Icfl without remarking on thc tcstimony of cven if thc above sectious workcd in conjunction with Ihc witnesses on which that notion (and the rclated Scclion 38.4, they would not modify it in the way notion of dclibcnte ambiguity) depends.= Ccntral to contcmpIated by Sprint. At most, the Prcaniblc and Sprint's contention that Scction 38.4 was drafted Section 4.2's references to federal wlcs and regula- broadIy or ambiguously so as to permit Sprint flcxi- tions state the obvious, that the ICAs, and the partics' bility in paying acccss charges for VoIP traffic was thc resulting obligations, arc to comply in cvcry rcspect testimony of Janette Luehring, a Sprint in-house at- with fcdcral law. The same is true of Scction 38.2. The torncy. At trial, she testified that shc had authored most plausible interpretation ofthat scction's rcfcrence Scction 38.4, the 1CAs' VoIP Compcnsation Provi- to "FCC and Commission Rulcs and Rcgulations" is sion, and that she intendcd it to bc "written broadly" or that, whatever access chargcs wcrc to be billed, they "ambiguously." Trial Tr. 816:22-S 18:22 (Luehring). wcrc to comport with fcdcral law on thc subject. These On cross-examination, however, it came out that less references to federal rulcs and rcgulations on which than two months earlier at her ,deposition Ms. Sprint relics, in other words, do not opcratc to reIicvc Luehring could not even remember who had authored Sprint from all duties not imposcd by fcdcral law. Scction 38.4. id at 848:2-849:5. Supposedly, two emails with which slic was Iater presented helped to To'apprcciate tlic frailty of Sprint's argument onc refresh her memory on the subject such that, by trial, nccd only take it to its illogical conclusion. Sprint's she could cIearIy rcrnember not only witing*S07 conteniion, in short, is that the ICAs' repeated state- Section 38.4, thc kcy provision in this contract dis- ments that the agreements wcrc to opcratc within the pute, but also writing it to bc dclibcrately broad or boundaries of fedem1 Iaw meant that Sprint's obIiga- ambiguous so that Sprint could avoid paying thc tions under the ICAs' extended anIy to the rcquirc- charge governed by the section if it so desired. See id ments of feden1 law. This outcome should be resisted at S48:14-22. That rcvision is not supported by. the for tho singular rcason that it obviates the parties' need emails which Luehring says prompted hcr recollee for the ICAs. What purpose wouId the ICAs, and tion. The ernails, from Ms. Luciaingto Jim Burt, dated Section 38.4, in particuIar, scwcin thc realm of VoIP September 19, 2003, mcrcly state the langgagc .that tmfic if Sprint's argument wcrc to prevail? The an- became Section 38.4. Seegenerally P1. Exs. 54.They swer is none. The Court rcfuscs to cmbrace an inter- do not contain language suggesting that Ms. Luehring, prefation of a contract that would render irrelevant its or anyone eIsc in Sprint, intended Section 38.4 to bc material terms. broad or ambiguous.

Viewed as part ofthe whole, the Ianguagc in -FN9. The Court considers such tcslimony the ICAs referencing fcderal law, in which Sprint aware that parole evidence. regarding the vBts so much significance, constitutes nothing more partics' intent is superfluous given thc Court's than boilerplate language with Iittlc, if any, substan- determination that Section 38.4 is unambig- tive import. It is nxiomatic that contracts are void to uous on its face. The witnesses' tcstimony is the cxtentthat they impose dutics inconsistent with thc nevertheless worth examining because it law. See, e.g., Shulrlervorth, Ridoff and GiordanoL furthcr illustrates- the baseless naturc' uf P,E v. Niiiter, '254 Va. 494. 493 S.E.2d 364. 366 Sprint's assauIt on the plain meaning ofSea- 119971; &hen v. Mavl7ower Corp., 196 Va. 1153.86 tion 38.4. S.E.2d 86O.iS64 1195Sk WaiIihun v. Hughes, 196 Va. ,1 ' f 1 lQ.428.E.2d 553, 558 (1954l This argument hade Further undcminins her testirnony,'Ms. Luehring by Sprint would .transform thc ICAkinnocuous ref- conccdcd that she had never conveyed io' any of her erences to .fcdcral law- into text that renders Section corporate clicnts (neither Sprint nor'the once-afiIlate 38.4, and; indeed'the ICAs as a whole, meaningless. Plaintiffs) that Section 38.4 was broad-orAbiguouS; The ICAs' requirements that the parties compIy with notwithstanding her own recognition &at' slieimight fcd'cialilak in one area or another certainly do not have had an obligation to do's0 under princip1d;df eviscerate clearly stated obIigations estabIished in ethics and/or federai securities law:' TriPl LTr. other provisions of the ICAs, S65:15-869:23. Ms. Luehring's demcanor while te3-

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759 F.Supp.3d 789 (Citc as: 759 F.S.Supp.td 789) tifying aIso undercut her vcracity. Whcn pressed by fd at 2O:lO-21:4. Apparcntly, for him, that word has opposing counsel on thc cruciaI issues in this action, some dcfinition that cscapes basic understanding. shc was unresponsive and cvasivc. Simply put, on the Whcn furthcr prcsscd, Mr. Cowin pled ignorancc, record as a whoIc, Ms. Luehring’s testimony is not staling that hc rcally knew nothing about thc particu- credi bIe. Iars of the proceedings beforc thc Florida rcplatory commission. Id. at 21:21-22:2. Sadly, the testimony of otlicr Sprint witnesses is no more trustworthy. Jim Burt, who, it may be re- *808 Third, and in a parting attempt to clianze the calIed, is Sprint’s current Director of Policy, said that mcaning of Section 38.4 to something other than what the written testimony submitted to the FIorida Public that provision says, Sprint argues that, in 2004 and Servicc Commission in 2004 (in which hc statcd that a 2005 when tlic lCAs wcrc cxccutcd, it would no1 have VoIP provision idcntical to Section 38.4 rcquired givcn its compctitors better ferms on VoIP compcn- payment of acccss charges accordins to ‘Yhc jurisdic- sation than it gave thc then-afiliatc, and now Plaintiff, tionalty appropriatc intcr-carrier compensation IoeaI telepiionc carriers. Toward this point, Sprint rates”), PI. Ex, 16 at 713-18, had no bearing on nota that it signed ICAs with non-affiliate compcti- Sprint’s understanding of the ICAs prcscntly in dis- tors of Sprint explicitly recognizing that the applica- pute. see Trial Tr. 941:15)-947:14 (Burt). That claim bility of access charges on VoIP-originated traffic was dcfics credibiBty. Moreovcr, thc tcstimony of Jamcs an unsettIed issuc. See P1, Ex. 10 8 37.3 (agreement Sichtcr, Mr. Burt’s former boss, recounted a signifi- betwccn Sprint and Lcvcl 3 Communications LLP) cantIy different story. Mr. Sichter made dear that, (“Thc Pariics furiher agree that this Agrcement shall pursuant to the One Sprint Policy. Sprint took thc not be construed against eithcr party as a ‘meeting of singular position that access chargcs wcrc due and the minds’ that VoIP traffic is or is not local traffic payable on VoIP-originated traffic in the manner set subject to reciprocal compensation in licu of intrastate out in Scction 38.4. Mr. Burt would not have been or interstatc acccss.”); PI. Ex. 11 5 4.4 (simiIar allowcd to advocatc a contrary position before the agrcement bctwccn Sprint and MCI). Sprint contends FIorida Public Service Commission. Id. at that it would not have done this had the ICAs entercd 32415-326:15 (Sichter). Hence, to the extent that Mr. into with the then-affiliate Plaintiffs not also worlccd Burt characterized his testimony in Florida as an iso- to the samc effect. stopping short of imposing a re- latcd occurrence, wholly dependent on the context of quirement to pay acccss charges for VoIP traffic. In that individual proceeding, he misled the Court. Had this way, Sprint invites the Cou~tto read into Section Mr,Burt been forthright. b would liavc conceded that 38.4 the notion that Sprint had an option, rather than the position bc articulated to the FIorida Public Ser- an obIigation, to pay access charges on vice Commission was consistent with Sprint‘s com- VoIP-originated traffic. pany-wide position on VoIP access chargcs. He also wouId have concedcd that Sprint did not understand Sprint’s third argument falls flat because thc rcc- Section 38.4 to be ambiguous when it was written. ord docs not cstablish that ihc ICAs’noted above Sprint knew then, as it does now, that Section 38.4 would haw givcn Sprint’s competitors more favorable requires ‘payment of access chargcs for contract terms. Sprint assumes that its non-affiliate VoIP-originated traffic according to the jurisdictional competitors stood to benefit by terms that did not lock endpoints of calls. partics into paying acccss charges for VoIP traffic. This may Iwc bcen thc case, But, it is equally plau- Joseph Cowin, a senior Sprint in-house attorney. sible, in the abscnce of evidcncc to thrrcontrary, that was similarly misleading. When presented with Mr. Sprint’s compctitors stood to lose by such terms. Burt‘s 2004 testimony before the Florida Public Ser- Sprint‘s compctitors, for example, might liavc bcen in vice Commission, attesting that Sprint bcIievcd acccss a position to coIlect more ~CCCSScharges from Sprint charges to be duc and payable on VoIf-originated than they paid Sprint in return for termination of their tmftic in the same manncr rcquircd by Section 38.4, customers’ traffic. Such a sccnario wouId have made Mr, Cowin dcnicd the accuracy of Mr. Burt’s state- contractual languagc facilitatinz disputation of access ment. Dep. -Tr.I9:ll-fG (Cowin). When prcsscd to cliargcs a hindrance rather than a boon for them. This exphin his answer, Mr. Cowin cxprcssed that he did same point can be made from the perspcctive of the not understand Mr. Burt’s usc of the word “beIieve.” Plaintiffs. Section 38.4‘s langu~ge,obligating paymcnt

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759 F.Supp.2d 759 (Cite as: 759 F.Supp.Zd 789) of acccss charges, might haw bcen advantageous to from thc IC& hcre at issue, Trial Tr. 864:1-6 the Plaintiffs if they werc positioncd to coIlcct more (Luehring), is strong evidence that Sprint did not acccss charges than they wcrc to pay out. Because intend to leave the issue of VoIP compcnsation unrc- these possibiIitics arc unaccounted for in the evidence, solved with the Plaintiffs. Thus, in sum,?Iie antecedent tlic accuracy of Sprint's claim that contractual Ian- ICAs that Sprint signcd with its competitors. such as guage Ieaving open thc issuc of VolP access charge tbc onc cxccutcd with Level: 3, rather than counscling bcncfitcd its compctitors is tenuous at best. And, with for wading language into Section 38.4, counsel for this proposition in question, Sprint's cntirc argu- reading Section 38.4 just as it is written, to require ment-that Scction 38.4 should be read to mirror its compcnsation for the termination of VoIP-originatcd othcr agreemenrs with non-affiliate competitors, lest tElffIC. thc Court concIudc that Sprint gave belter terms to non-affdiatcs-rests on an unstable foundation. E. Section 38.4 Means What It Says If thcrc is a common thread to Sprint's arsurncnts, If thcsc otlier ICAs prove anything, it is that it is obfuscation. Sprint atrernpts to steer this action Sprint certainly knew .how to dmfi a VoIP provision. : awayfiorn the basic contract principIcs an which it is that stopped short of obIigating thc parties to pay properly to be decided and toward issucs tiint, to put it acccss chargcs on VoIP-originated traffic, and the charitably, are cxtrancous. Sprint's conduct cannot be company made a Fonscious decision not to include explaincd by novcl intcrpretations of the ICAs or such language in the ICAs entered into with the subtlctics pcrtaining to ?he parties' purportcdly unique Plaintiffs. The VoIP provision in the ICA that Sprint rcIationship, as Sprint would haw this Court belicvc. cxecutcd with LevP 3 Communications Company These explanations rcprcscnt nothins more than LLC is illus~rative.~SeePI. Ex. IO 4 37.3. This ICA smokc and mirrors, proffered to concea1 the straight- was aped to in March 2004, bcforc tlic cffcctivc forward nature of this contract dispute. The rccord datcs of any of thc ICAs involved in this action. TriaI does not reveal: a company that carefully drafted thc Tr. 86333 0-13 (Luehring}. Its VoIP provision. Section ICAs' VoIP Compcnsation Provision-Section 37.3. dcparts niarkcdly from Scction 38.4. Scction 38.4-to permit Sprint flexibility to COmpCnSatC the 37.3, for instance, begins, "Neither Party *SO9 will PIaintiffs as it saw fit. Thc rccord reveals, instcad, a knowingly scnd voicc calls that arc transmitted by a company that, year5 after signing the ICAs and, per- Party or for a Party at that Party's request ... via the forming ilicm as written, has attcmptcd to graft onto phblic Internet 0r.a private IP network over local in- them an intcrprctation that hcfps its cost-cutting initi- tcrconnection trunks for tcrmination as local traffic atives. Thc bottom Iinc is that Section 38.4 means until a mutually agrccd Amcndmcnt is cffcctivc." PI. what it says: VoIP traffic shall: be compensated in the Ex. IO 5 37.3. It also states, "The Parties further agree samc manner as voice traffic, meaning.intrastate and that this Agrcement shall not be construcd against interstate acccss chargcs whcrc appropriatc. , eitlicr Patty a a 'meeting of the minds', that VolP traffic is or is not Iocal traffic subject to reciprocal 2. Sprint Breached Its Obligation To Thc Plaintiffs compcnsation in licu of intrastate or interstate acccss." Thew being no doubt that Section 38.4 of the Id. ICA-and, by exqension, the VdP cornpcnsation provisions of t11c othcr ICAs-quire payment of -FNIO. Though illustrative, this ICA is not access chargcs for VoIP-originatcd traffic according exhaustive of instances in which Sprint to the jurisdictional cndpointsof calls, the only qucs- agreed to disagrce on VoIP compensation. tion remaining is whether Sprint breached its con- See, e.g., PI. Ex. 11 44see also Trial Tr. tractual mandate. ClearIy it. did. 'By refusing to S63:9-11 (Luehring). pay the Plaintiffs' acccss charges as billed, Sprint violatcd thc terms of the ICAs. By incorporating the That Sprint ageid IO an ICA containins such PIaintiffs' tariffs, the ICAs pIainly cstablish intcrcon- verbiage, before it negotiated the ICAs in this dispute, nection rates higher than the S.0007 per-minute ratc &manshtes convincingly tbat'Spririt well knew how Sprint now offers thc PIaintiffs. to &art 1anguagc'"agrecing not to agfcc" on VoIP compcdsat ion when the ICAs with tlic Plaintiffs wcrc -FNl1. The issue of damages was resolvcd by cxecutcd. Furthermore, that Such verbiagc is absent stipulation ofthe parties. See introduction to

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759 F.Supp.ld 789 (Cite as: 759 F.Supp.2d 789)

"LEGAL DISCUSSION," supra.

CONCLUSrON For the reasons set forth above, judgment wil1 be entered for the Plaintiffs for compensatory damages and late charges in stipuIated amounts or pursuant to decision *NObased on briefs to be filed as required by the Order entered on February 18,201 I; prejudgment interest in an amount to be determined by the Court upon submission of briefs or agreement as to the appropriate rate and the actuaI calculation of the prejudgment amount; and for post-judgment interest at the federal judgment rate or other rate, if appIicable,

after submission of briefs or agreements as to the - . + . ,I .I applicable post judgment: rate; and ;for :rmsonabfe . - c __ '< -i anomeys' fees, if any be awardable, in an amount to be determined by the Court upon submission of briefs and evidence.

It is SO ORDERED.

E.D.Va.,20 1 1. Central Telephone Co. of Virginia v. Sprint Commu- nications Co. of Virginia, Inc. 759 F.Supp.2d 789 .. , END OF DOCUMENT I>

0 20 13 Thomson Reuters. No Claim to Orig. US Gov. Works. APSC FlLEDTme: 21112033 11:00:30AM: Red 2JIn013 11:00:14 AM: Docket t2-064-COoc. <4 224 CERTIFICATE OF SERVICE DOCK3ET NO. 12-064-U

I hereby certify that a true and correct copy of the foregoing has been served through the Arkansas Public Service Commission's Electronic Filing System, US. Mail and via electronic mail on this Is' day of February, 20 13 to the following parties:

Arkansas Public Sewice Comniission I Sprint Coinwunications Company L.P. Genera1 Staff-Legal William R. Atkinson Fran Nickman, Counsel Director and Senior Counsel 1000 Center Street Sprint Nextel Little Rock, AR 7220 1 3065 Akers Mill Rd., SE Fhickman~psc.state.ac.us Mailstop GAA TLD0704 Atlanta, GA 30339 bill.atkinson(5ilsprint.com

...... * William Lawson - . 6450 Sprint Pkwy. Mailstop KSOPEIN 0304-3B51 1 Overfand Park, KS 66251 bret.lawson~print.com .- Melvin J. MaIone I200 One Nashville Place 150 Fourth Avenue, Noith Nashville, TN 372 19-2433 Melvin.malone@,butlersnow.com . .. , -,

--Is/Susan S. Masteiton Susan S. Masterton

, .-.I.. . ' '. 1. .. , -. APSC FILED nme: 2115120113 $0:29:38 AM: Recvd 2t1512073 10328% AM: Docket 12-0E4-&00c. 21 225

BEFORE THE PUBLIC SERVICE COMMISSION OF THE STATE OF ARKANSAS

Sprint Communications Company, L.P. 1 Complainant, 1 Y. 1 Docket NO. 12-064-C CenturyTeI of Northwest Arkansas, LLC, 1 d/b/a CenturyLink, 1 Respondent. 1

SU-BUTTAL TESTIMONY OF GUY E. MILLER, 111 ON BEHALF OF CENTURYTEL OF NORTHWEST ARKANSAS, LLC

February 15,2013 APSC FILED Time: 2/15/2013 10:29:38 AM: Red 211512013 10:28:36 AM: Docket $2-0bl-c-Doc. 21 226

SURREBUTTAL TESTIMONY OF GUY E. MILLER, Ill ON BEHALF OF CENTURYTEL OF NORTHWEST ARKANSAS. LLC

1 Q* Phase state your name and business address.

2 A. My name is Guy E. Miller, III. My business address is 100 CenturyLink Drive, Monroe,

3 LA 71203.

5 Q* Are you thc same Guy E. Miller who submitted rcply testimony in this case? G A. Yes. 7

8 Q. Have you read thc rebuttal testimony of Mr. James Burt and Ms. Amy CIouscr on 9 behalf of Sprint?

10 A. Yes.

12 Q. What is the purpose of your surrebuttal testimony?

13 A. The purpose of my surrebuttal testimony is to address and correct where necessary the

14 statements made in Sprint’s rebuttal testimonies. The Sprint rebuttal is an attempt to

15 confuse what is otherwise a vcry straightforward casc; namely CenturyLink’s lawful

16 invocation of default terms based on Sprint’s failure to pay moneys owed in accordance

17 with the terms of the ICA.

2 APSC FILED The: 2/15/2013 10:29:3BAM: Re& 2115120<310:28:36 AM: Docket 12-064-~Doc.Z$ 227

I Q. A significant portion of Mr. Burt’s rebuttal attempts to show that the ICA covers

2 only exchange access traffic and not switched access traffic.’ Do you agree?

3 A. No. Mr. Burt’s discussion about exchange access, jointly-provided access and meet-point

4 billing is mereIy an attempt to disguise the fact that the ICA terms clearly address the

5 billing of interexchange acccss in Article V, Section 3.2.1. Further, Mr. Burt’s rebuttal

6 testimony supports my understanding that the ICA tcrms also encompass the transport of

7 intercxchangc traffic when he cites and emphasizes Article V, Section 4.3.3. This section

8 addrcsses the requirement to provision scpdrate trunk groups for local e&hangee.traffic

9 and switched access trafic.‘ The interexchange traffic transport obligations established

10 between thc parties under Section 4.3.3 are found in the KA, not the tariff.

12 Q. Do you agrcc with Mr. Burt that the only access governed by thc TCA is “jointly

13 provided switched access”?

14 A. No. I aIso take exception to Mi-.Burt’s assertion that “[ulnder thc ICA, exchange access

15 service is joinrb provided switched access that both Sprint, in its capacity as a CLEC

16 access provider, and CenturyTel provide to interexchange carriers (“IXCs“).” [emphasis

17 added]

18 47 USC 153 (20) defines exchange access as “the offering of access to

19 telephone exchange services or facilities for the purpose of the origination or termination

20 of telephone toll scr~ices.~’~47 USC Q 153 (55) defines telephone toll service as

21 tclcphone service between stations in different exchange areas for which there is made a

22 separate chargc not included in contracts with subscribers for exchange service. In other

’ Burt Rebuttal,atpagc 5, Iinc 4 to page 10, line 16. ’Id. at pagc 8 lincs 27-37. Id. a1 page 5, lincs 20-21.

3 APSC FILED Tlrne: 211512013 10:29:38 AM: Recvd 2l1512013 $0:28:36AM: Dodiet 12-064-oDoc. 23 228

1 words, “exchange access” is access to local exchange facilities for the origination or

2 termination of switched intcrexchange trafiic. Nowhere in the federal definition does it

3 imply that both parties to an ICA must be or even arc ‘)jointly’’ involved in the provision

4 of exchange access.

5 Further, the federal regulations which specify what is encompassed in an ICA

G between an ILEC and a CLEC arc found in 47 CFR 9 51. In 47 CFR 5 51.305 (a) (I) it

7 states that an incumbent LEC shall provide, for the facilities and equipment of any

8 rcquesting telecommunications carrier, interconnection witli the incurhbont LEC‘s

9 network: “for the transmission and routing of telephone exchange traffic, exchangc

10 access traffic, or both.” In 47 CFR 8 51.305 (b), the FCC states that a carricr “that

11 requests interconnection sole& for thc purpose of originating or terminating ifs

12 interexchange traffic on an incumbent LEC’s nctwork and not for the purpose of

13 providing to othcrs telephone exchange service, exchange access service, or both, is not

14 entitled to reccivc interconnection pursuant to section 251 (c) (2) of the Act.” [emphasis

15 added] Clearly federal law contcmplatcs that an ICA encompasses terms for the

1G transmission and routing of switched intcrcxchange traffic.

17 Putting the above citations of federal law into context, while it is true that the ICA

18 oRen refers to the provision or joint provision of interexchange service to “IXCs,” it is

19 also true that the parties to thc ICA can originate IXC trafic of thcir own. Sprint

20 Communications Company L.P., the entity that is a party to the ICA at issue in this

21 procccding, is the very same entity that acts as an interexchange carrier for both

22 intraLATA and interLATA traffic. Mr. Burt acknowledges this fact when he asserts that

23 the Louisiana lawsuit is based on CenturyLink billing Sprint access charges in relation to

4 APSC FILED ftme: 211512013 10:29:38 AM: Recvd 2115Q013 t0:28:36 AM: Docket 12-064-~Doe.21 229

1 Sprint’s crrpncifyos mi interexchge This situation is what was contemplated

2 by the ICA in Articlc V, Section 3.2.1 establishing specific compensation mechanisms

3 and Section 4.3.3 establishing different trunking arrangement for local traff~cand

4 intcrcxchange traffrc.

G Q. In his argunicnt that thc ICA does not eticornpass switched access traffic, doesn’t

7 Mr, Burt claim that Section 3.2.1 pertains to exchange access traffic that is

8 transported over local interconnection trunks?’

9 A. Mi-.Burt makes that claim but his explanation is both incomplete and made in the false

IO context that “exchange access’’ somehow refcrs to ‘>jointlyprovided access to IXCs.” In

11 addition to my clarification of the accurate federal definition of exchange access, Section

12 3.2.1 encompasses more than just exchange access traffic.

13 3.2.1 Mutual Compensation. .. , Charges for the transport and termination 14 of optional EAS, intraLA’rA toll and inferexchangetruflc shall be in accordance

I5 with the Parties’ respective intrastate or interstate access tariffs, as appropriatc.

16 [emphasis added]

I7 Nowhere in his rebuttal does Mr. Burt attempt to explain why thc ICA’s inclusion of

IS “charges for the transport and termination of interexchangc tmff~c” may not be

19 interpreted to support CenturyLink’s invocation of the default of ICA terms. It is my 20 belief that Mr. Burt glosses over this ICA section because he can’t explain why it is not 21 relevant. “Interexchange traffic” is interexchange traffic; it is not exchange traffic. Mr.

4 Id. at page 5, lincs 17-1 8. Id at page 5 Iincs 4-8. APSC FILED Time: 2IlSl2013 10:29:38 AM: Recvd 2115l22013 l0:28:36 AM: Docket 12-064-tDoc. 21 230

I Burt is therefore incorrect when he claims that CenturyLink’s refusal to process orders

2 under the ICA is for an “unrelated tariff dispute.”6

4 Q* According to Sprint, CenturyLink did not provide notice to Sprint of any default 5 under the ICA and has not claimed an amount due under the ICA.7 Is this a true

6 statement?

7 A. No, Sprint is simply wrong. Page 2 of Mr. Watkins’s November 23, 2009 letter to

8 Sprint’ codtains the following” ..

9 Sprint’s persistent bad faith refusal to pay invoices that include VoIP traffic,

10 despife notice of deflult md disptite resolution eflarts by CentriryLink, com/itttics

11 n conliming inalerid brench of appIicabIe contracls and tariffs.

12 No matter how much Sprint would like to claim that “contracts” only refers to the

13 Embarq contracts and not to CenturyLink contract^,^ Mr. Watkins did not make such a

14 distinction in his letter. Further, since I workcd very closely with Mr. Watkins on

15 responding to these 2003 Sprint seIf-help actions, I know that there was no intent for

16 CenruryLink‘s default notice to only apply to CcnturyLink’s Embarq subsidiaries.

17 As to the amounts owed, this has been under discussion between Sprint and

18 CcnturyLink’s biIliiig dispute persome1 since 2009 and I rcitcrated the current amount

19 owed in my Reply testimony.”

Id. at page 4, lines 18-20. 1 Id. at page 4, he22 to page 5, line 2. Attached to my RepIy testimony as Exhibit GEM-2. P Mr. Burt asserts that “the Embarq disputc is an ICA and tariff dispute and the CenturyTcI dispute is only a tariff dispute “ At page 10, lines 23-24. loMilIer Reply at pagc 7, lines 8-10.

6 APSC FlLEDTime: 2/1#2013 10:29:38AM: Recvd 213512013 ’i0:28:36 AM: Docket iP-O&4+Doc. 21 231

I Q. Sprint argues that tbc listing of CeIituryLink MC BANS only on Mr. Watkins’s

2 letter supports its claim that this is a tariff-ody dispute.'* Is there any merit to this

3 a rg u m c nt ?

4 A. No. The fact that CenturyLink bills certain charges under an “IXC” BAN is not relevant

5 to any assertion of “tariff vs. ICA” applicability. Sprint’s self-help actions constitute a

G default of both tariff and ICA terms. CenturyLink bills many items under its Carrier

7 Access Billing (IXC) system, including some interconnection trunking and other local

8 transport facilities that are pufcliased by CLECs. Further as I haw already dis&ssed,

9 Article V, Section 3.2.1 of thc ICA specifies that charges for the transport and

10 tcmination of Sprint’s interexchange trafic will be billed in a manner that places that

11 bilIing on an IXC BAN. CenturyLink is not refusing to process Sprint’s orders for a

12 tariff violation l2 but for the defauIt of ICA terms.

14 Q. Ms. Ctouscr asserts that CenturyLink is not abiding by its ICA obiigation~.’~Does 15 Ms. Clouser’s claim haw any merit?

1G A. No. The relevant ICA terns show that it is Sprint that has faifcd to abide by the terms of

17 the ICA. I do find Ms. Clouser’s rebuttal assertion on page 5, lines 15-1 8 of an “offset”

18 to be interesting given this is exactly what Sprint is doing in this case: trying to leverage

19 its newly-minted claims that the dispute is solely under the tariff in an attempt to overturn

20 a thrce-year old ICA ordering suspension that Sprint failed to escalate at the time it was

21 invokcd.

II Burt Rebuttiti at page 1 1 16-20. Clouser RebuttaI in its entircty. ’’ As Mr. Burt clairnS’at page 4, lines 18-20. l3 Cfouser RebuttaI at page 5, line 15-18. . ,. . I.

7 APSC FILED Time: 2115E2013 $02938AM: Red 211512013 l0:28:36 AM: Docket 12-OWoOoc. 21 232

1 Q. Did you suggest in your RcpIy testimony the Sprint “docs not pay its bills” as Ms.

2 CIouscr asserts? I4

3 A. No. I corrcctly stated the access charses that Sprint has not paid or has withheld through

4 its claw-back efforts are based on its unilateral determination that these charges were not

5 due on traffic it identified as VoIP traffic. I made no suggestion or infcrence as to

G Sprint’s payment history on other types of traffic or other types of billing. Regardless of

7 how much Sprint has paid CenturyLink nationally for service provided over a 5-year

8 period, Sprint’s current VoIP-related withholdings for a11 CenturyLink’ affiliates of

9 $3 1.EM is hardly an insignificant number. IO

11 Q. Mr. Burt claims that your reference to Feature Group D (”FGD”) trunks on page

12 10 of your Reply is a “red herring.” How do you respond to this claim?

13 A. My refcrencc to “FGD trunks,” was in response to Mr. Burt’s initial testimony that the

14 deposit request only applied to FGD trunks. Is The refercnce in my Reply only clarified

15 that the imposition of the deposit is an additional remedy to the suspcnsion of ordering

16 privileges for all services, not just for FGD trunks as Mr. Burt asserted. I never claimed

17 that FGD trunks were not used for the transport of access traffic as Mr. Burt falsely

I8 impIies in his rebuttal.

Id. at page 6, lines 13-15. Is Burt Direct at pagc 6.line22 through pagc 7, line 1.

8 APSC FILED Ttrne: 2t1512013 10:29:38 AM: Recvd 2115R013 10:28:36 AM: Docket 12-064-eDo~21 233

1 Q* Mr. Burt says that in regards to the opening of this dispute, “[t]herc had to be a 2 cause for action in Arkansas, and it didn’t exist unti1 Sprint needed to order the

3 local interconnection trunks to enable SuddenIink to enter the local markct.’’’G IS

4 this true?

5 A. It is not true as Mr. Burt alleges. If Sprint believed that CenturyLink had taken an

6 improper action under he ICA whcn it suspended Sprint’s ordering privileges for both

7 IXC and local trafic in 2009, Sprint’s cause for action esistcd when CenturyLink

8 invoked tlwdcfault provisions of the ICA. The fact that Sprint has waited.until now to

9 make its claims simply confirms that as long as Sprint could continuc to get away with

10 non-payment of its accumulating debts, Sprint feIt no urgency in resolving the dispute

11 regardless of the suspcnsion.

12 CcnturyLink’s invocation of the ICA default terms over three years ago is hardly

13 the “after-the-fact rationale” to suppress current competition that Sprint attempts to

14 portray. ” Conversely, Sprint’s suddenly strident protcstations over the three-year old

15 ordering suspcnsion does smack of creating an “after-the-fact” justification for its

16 “emergencyy’complaint.

18 Q. Mr. Burt claims that Sprint doesn’t have an urgency to resolve the VOW dispute

19 because Sprint is party to the Louisiana and Virginia lawsuits and has no control

20 over the rcsolution tirnefrarncs,*S Docs the pendency of the lawsuits affect this case?

21 A. No. Although Mi-. Burt mentions the Louisiana lawsuit several times throughout his

22 rebuttal, he admits this Arkansas proceeding is over the interpretation of the terms of the

I6 Burt RebuttaI at+page12, lines 14-16. I’ Id, at pngc 13, lines 19-21. I8 Id. at page 12, lines 16-18.

9 APSC FiLED The: 211512013 10:2g:38 AM: Re& 2115l2013 40:28:28 AM: Docket 12-064-&DOG 21 234

I Arkansas ICA, not about the VoIP compensation dispute. Again, if Sprint believed that

CcnturyLink’s ordering suspension was improper under the ICA terms, Sprint should

have immediately raised this disputc three years ago. While Sprint’s self-help actions in

rcgards to its VoIP trafic wcre thc basis for CenturyLink’s invocation ofthe ICA default

5 terms, Sprint could have argued this standalone ICA interpretation case at any time

G without waiting for a decision in the lawsuits.

8 Q* According’ to Mi=-Burt, CentuqLink is using the VoIP dispute as the basis for 9 refusing to process Sprint’s orders solely to keep a competitor like SuddcnIink out

10 of its markets. Didn’t you already address this cIaim in your Reply testimony?

11 A. Yes. I clearly stated in my RepIy testimony that Suddenlink is free to compctc with

12 CenturyLink at any time and in any manner permitted under law.” Mr. Burt docs not

13 refute this statement in his rebuttal. Again, if CenturyLink‘s ''true" concern herein was

14 the threat of some unknown level of incrcascd competition from Suddenlink, then it

15 would Iogically follow that CenturyLink wouId have initiated the suspension of orders

16 only when it became aware of Suddcnlink’s current expansion plans rather than doing so

17 over three years ago when Sprint first decidcd to stop paying its bilIs for self-help

18 reasons. Further, to the best of my knowledge, no one in CenturyLink’s competitor-

19 related or local operations organizations was even aware of Suddenlink‘s plans to extend

20 cornpctition into a ncw CenturyLink exchange in Arkansas until Sprint raised this as an

21 issuc related to this Complaint.

l9Id. at pap3, Iincs 8-9. Millcr Rcply at pagc 14, lincs 18-19.

10 APSC FILED time: 211512013 lO:29:38 AM: Re& 2l1512013 10:28:36 AM: Doeket 12-064-cDoc. 21 235

I Q. Do you agrcc with Sprint’s argument that the Virgiizicl Luwsriif is not relevant to this

2 dispute because the Virginia case involves ICAs with differing tcrms than Sprint has

3 with CenturyLink in Arkansas?”

4 A. No. First, I acknowledged in my Rcply testimony that the ICAs at issuc in the Virginia

5 case are not idcnticd to the ICA at issue in this docket. However, the ICAs in thc

6 Virginia case do include similar terms to the Arkansas ICA regarding the application of

7 acccss charges for interexchange traffic. If for no other reason, thcsc like terms make

8 specific determinations of the Virginia court relevant to this Arkansas dispute. Second,

9 in the Virginia LcMwif, Sprint made the same argumcnt it is making here that referencc

10 to tariffs within the ICA did not create a contractual obIigation that could be enforced

11 and/or breached, but the federal court emphatically rejected that argument. Finally, I did

12 not claim that all of thc findings of the Virginia federal court decision arc relevant to

13 Arkansas, rather 1 said that thc determinations of the court arc instructive in regards to

14 how the Commission should Iiandlc Sprint’s petition in Arkansas.

16 Q. Ms, CIouscr disagrccs with your testimony that Sprint undertook the VoIP dispute

I7 in order to address its financial What is the basis for your

18 testimony regarding Sprint’s motivation for thc dispute?

19 A. I based my testimony on the determination of the federal court in Virginia in its capacity

20 as a fair and impartial third-party judge of a dispute involving thc same “tariff vs.

21 contract‘ issue in a differing jurisdiction. In my Reply testimony, I only stated what the

22 federal court found, which was that Sprint was in considerable need of cutting costs and

Burt Rebuttal at page 4, line 7. 12 CIouser Rebuttal at page 6, lines 24. 236

1 therefore devised and implemented a scheme based on “post-hoc rationalizations” that

2 %re not at all credible” to avoid making payments properly due to CenturyLink.

4 Q. Can you summarize this issue for the Commission? 5 A. Yes. No matter how Sprint would like to spin it differently, it cannot be disputed that the

6 ICA contains terms that speak to the handling, rating and transport of interexchange

7 traffic between the parties. The disputc bctwecn CenturyLink and Sprint is therefore an

8 ICA dispute and not just a tariff dispute. AccordiigIy, CenturyLink was withi’n’itsrights

9 to invoke the default terms of the ICA and to cease accepting orders for services in late

10 2009. Further, Sprint has no defensible argument whatsoever for its claw-back efforts

11 and indeed has not attcmpted to make any defcnse for this self-help action. There is no

12 right given to Sprint under the ICA, or elsewhere, to withhold monies owed for non-

I3 disputed services to claw-back payments for retroactively asserted disputes.

15 Q. Haw should the Commission rule on this complaint?

16 A. The Commission should deny Sprint’s complaint and find that as a precondition for

17 CenturyLink restoring its ordering priviIeges, Sprint must pay a deposit as requested by

18 CenturyLink in its November 23,2009 letter. In addition, Sprint should be ordered to pay

19 a11 outstanding amounts expropriated by Sprint’s unilateral and improper application of

20 self-declared credits to otherwise undisputed amounts.

22 Q. Does this condude your testimony?

23 A. Yes, it does.

12 APSC FLED Time: 2J1512013 10:29:38 AM: Recvd 2/15/2013 $0:2&:36AM: Docket ~2-OB4-eDoc.21 237 CERTIFICATE OF SERVICE DOCKET NO. 12-064-U

I hereby certify that a true and correct copy of the foregoing has been served through the Arkansas Public Service Commission's Electronic Filing System and via eIectronk mail on this -15*- day of February, 2013 to the following parties:

Arkunsus Public Service Commission I Sprint Coinmunicntioiis Conipcmy L.P. General Staff-Legal William R. Atkinson Fran Hickman, Counsel Director and Senior Counsel IO00 Center Street Sprint Nextel Littlc Rock, AR 7220 1 3065 Akers Mill Rd., SE [email protected] Mailstop GAA 'TLD0704 Atlanta, GA 30339 bill.atkinson~~print.com

William Lawson 6450 Sprint Pkwy. Mailstop KSOPm 0304-3351 1 Overland Park, KS 6625 1 bret.lawsonliilsprint.com

Melvin J. Malone 1200 One Nashville Place 150 Fourth Avenue, North Nashville, TN 37219-2433 [email protected]

Is1 Susan S. Masterton Susan S. Masterton 238 1 MS. MASTERTON: And I was trying to 2 follow -- just the court reporter needs

3 a copy- Okay- 4 ALJ GRIFFIN: Because X have 5 actually a hard copy and I have an 6 electronic copy here so that I: can 7 search - a MS. MASTERTON: Okay. Thanks. 9 ALJ GRIFFIN: And apparently we now 10 have WiFi in the courtroom. I did not 11 know that until today. And someone else 12 told me that. That would be handy. 13 That way f could have pulled up the 14 Interconnect Agreement. Because it is 15 so long I like to have it searchable. I 16 just didn't tell them early enough to 17 get it on the computer. I'm sorry. Go 18 ahead. 19 BY MS. MASTERTON: 20 Q- Maybe I should have asked before I moved it 21 into the record, but if f asked you those same 22 questions today, would your answers be the same? 23 A. They would. 24 MS. MASTERTON: And so I move it 25 into the record.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 239 1 Just to clarify, it had three 2 exhibits and I don't need to do anything 3 special for those exhibits? They are 4 just included? 5 ALJ GRIFFIN: They will be included 6 along with the exhibits and his 7 testimony. 8 MS. MASTERTON: Okay. Thank you. 9 Mr. Miller is ready for 10 cross-examination. 11 MR. LAWSON: Thank you. 12 CROSS-EXAMINATION 13 BY MR- LAWSON: 14 Q- Good morning, Mr. Miller. How are you? 15 A. I am good. Thank you, How are you? 16 Q- Fine. I have some questions for you. You 17 were in the courtroom when Mr. Burt testified, and 18 HE gave the date of the ICA as 2005. That is 19 consistent with your testimony; isn't that 20 correct? 21 A. I believe that: is correct. Yes. 22 Q- All right. And there was also discussions 23 about Sprint's order as an IXC and Sprint's 24 certification order as an IXC and Sprint's 25 certification order as a CLEC. And if you don't

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 240 1 mind, I: would ask -- I am going to provide copies 2 of those to you. 3 MS- MASTERTON: Mr. Lawson, may I 4 get a copy as well? 5 BY MR. LAWSON: 6 Q- Mr. Miller, have you seen these before? 7 A. No, 1: have not. 8 Q- All right. The first one I handed you is an 9 order in Docket Number 84-114. And it is dated 10 October 29th of 1986. Would you recognize that as 11 an order approving Sprint as an TXC in the state 12 of Arkansas? 13 A- Well, I have never seen one before. I can't 14 say I would recognize it, but that is what it 15 purports to be. And I have no reason to dispute 16 that - 17 Q- All right. It is styled: In the matter of 18 Carriers providing Interstate Interexchange 19 Telecommunication Services - GTE Sprint 20 Communications Corp. Do you see that? 21 A. Can you point me to it, please? 22 Q. The heading. 23 A. Oh, yes. 24 Q- Okay. And then the other one is in the same 25 docket, and it is just a modification of that

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501-372-51 15 241 1 order. And that one is dated September 13th of

2 1988, See that?

3 A. Yes - 4 Q- All right. And so you understand that an 5 IXC must be certificated in Arkansas before it can 6 provide service? 7 A. Again, I have had no reason to research a that, but I have no reason to dispute that that is 9 not the case. 10 Q. All right. And the other order I have is, 11 it is an order approving Sprint Communications 12 Company, L.P., to operate as a local exchange 13 carrier in Arkansas. It's dated July 1999 in 14 docket 99-126. Do you see that? 15 A. Yes - 16 Q- And would you agree that in order for a CLEC 17 to operate in the state, it must be certificated 18 in the state of Arkansas? I9 A. It is my general understanding that the 20 majority of the states do require CLECs to be 21 certificated. 22 MR, LAWSON: .Your Honor, I would a 23 ask that these go ahead and be admitted. 24 I was just going to mark them as Sprint 25 Exhibits 1, 2, and 3.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 242 1 ALJ GRIFFIN: I think that is a

2 good idea.

3 MR. LAWSON: We can take 4 administrative notice, but I think that 5 is the way we prefer to do it. 6 ALJ GRIFFIN: 1 think that is a 7 really good idea- So let's designate

8 them; Order 6 in Docket 84-114-U will be

9 Sprint Exhibit 1. Right?

10 MR. LAWSOPI: Yes.

11 (Thereupon, as an exhibit to the

12 testimony of the witness, the said item

13 referred to above was marked SPRINT

14 EXHI3IT 1 -)

15 ALJ GRIFFIN: And Order 14 in

16 Docket 84-114, Sprint Exhibit 2?

17 MR. LAWSON: Yes.

18 (Thereupon, as an exhibit to the

19 testimony of the witness, the said item

20 referred to above was marked SPRINT 21 EXHIBIT 2.)

22 ALJ GRIFFIN: And then we will go 23 to the CLEC docket. Order 2 is Docket 24 99-126-U will be Sprint Exhibit 3. 25 MR. LAWSON: Thank you, Your Honor.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 243 1 (Thereupon, as an exhibit to the 2 testimony of the witness, the said item 3 referred to above was marked SPRINT 4 EXHIBIT 3.) 5 ALJ GRIFFIN: And you would like 6 those admitted? 7 MR. LAWSON: Please. 8 ALJ GRIFFIN: Any objections? 9 MS. MASTERTON: No objections, Your 10 Honor. 11 ALJ GRIFFIN: Without objection 12 those will be admitted. 13 BY MR. LAWSON: 14 Q. And Mr. Miller, I don't have a lot of 15 questions about these, but I was going to ask you, 16 do you have any reason to expect that Sprint 17 didn't operate as an IXC prior to 2005, given that ia it was certificated in the OS? 19 A. Based on these documents, it is -- appears 20 to me that the same Sprint who is a CLEC was an 21 IXC and is an IXC as well. 22 Q- Okay- I'll just point you to your testimony 23 on page 6, your reply testimony. Do you have 24 that?

25 A. No, I do not.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 244 1 ALJ GRIFFIN: Give me a second to 2 get to it, iE you will. 3 That is the reply testimony. 4 All right. I am there. 5 BY MR. LAWSON: 6 0- Is that your reply testimony? 7 A. Yes. a Q. So if you look at page 6, the first Q and A, 4 it begins: Can you briefly summarize the dispute 10 between the parties? 11 And it says: Yes, Sprint adopted 12 CenturyLink's Arkansas JCA with AllTel in 13 September of 2005. And from that time through the 14 next four years, Sprint regularly paid 15 CenturyLink's interstate and intrastate access 16 charges on interexchange traffic without 17 distinguishing VoIP traffic from other 18 interexchange traffic. 79 Now there is no reason -- there was 20 nothing special about 2005 as far as the IXC 21 billing; isn't that correct? 22 A. Could you rephrase? I am not sure I 23 understand your question- 24 Q- Well, my only point was Sprint was 25 certificated in the '80s to operate as an IXC.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 245 1 They operated in Arkansas, and there was nothing 2 about the date in 2005 when the ICA was entered 3 that changed the way Sprint the IXC was operating? 4 A. No. Nor Sprint the CLEC, which would have 5 paid the intrastate access charges. 6 Q. And Mr- Miller, are you familiar with the 7 Virginia case? 8 A. I have read the decision, yes. 9 Q. Okay. And you included in your testimony a 10 discussion of that Virginia case. And let me just 11 ask you, was the Arkansas ICA ever an issue in the 12 Virginia litigation? 13 A. No, it was not. 14 Q. Okay. And are you aware that the findings 15 in that case were based on language unique to the 16 ICAs at issue in that case?

17 A. 1 do not believe that is a correct I8 statement. 19 Q- Well, was the language -- are the -- is the 20 language in Virginia different than the language 21 in the ICAs here? 22 A. There is some different language, yes. 23 Q- Okay. 24 A. And I did note that in my testimony. 25 Q. Can you go ahead and turn to page 10 of your

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 246 1 reply testimony? 2 A. I am there. 3 Q- And at the very bottom, you say that article 4 5 goes on to address trunks used for non-local 5 traffic as well? 6 A. That is correct. 7 Q- Do you see that statement? 8 A. Yes. 9 Q. Is it your position that the ICA governs the 10 facilities that were originally purchased and 11 installed pursuant to the terms of the tariffs? 12 A. Can you rephrase that again? 13 Q- Well, we have already discussed the fact 14 that the IXC operated in Arkansas prior to 2005, 15 and there would have been facilities in place 16 prior to the CLEC ICA, isn't that correct? 17 A, There would be facilities in place between ia CenturyLink's tandem offices and Sprint's offices, '19 so that anybody who dialed 1 plus or 0 plus to 20 Sprint the IXC, that traffic would go over those 21 trunks and be carried to Sprint. Yes, that is 22 correct, but that is not what this is talking 23 about. 24 Q- So it is not your testimony that those TXC 25 facilities are governed by the IXC -- I mean, by

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 247 1

2 A. It is two different facilities we are 3 talking about here. Again, there is Eacilities 4 between CenturyLink's tandems to Sprint €or 0 plus 5 and 1 plus traffic. These facilities that are 6 discussed in article 5 of the ICA are facilities 7 between CenturyLink including end offices and 8 possibly tandems that go to Sprint and that carry 9 traffic from CenturyTel's -- CenturyLink's 10 customers to Sprint's customers. And that traffic 11 is dialed in many different ways- And this 12 particular article sets forth that there needs to 13 be separate jurisdictional trunk groups for it. 14 It is a totally different trunk group set from 15 what you asked me the question about. 16 Q- Well, let me ask you this. Are you familiar 17 with the Louisiana lawsuit? 18 A. Yes. 1 am familiar that we filed a lawsuit. 19 Q- Are you Eamiliar with the dispute that gave 20 rise to the Louisiana lawsuit? 21 A. I am. 22 Q- And the charges in dispute in Louisiana, 23 those are charges that CenturyTel billed Sprint 24 the IXC, isn't that correct? A. No.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501-372-51 15 1 Q- Isn't it correct that they were charged -- 2 they were billed €or switched access traffic, that 3 was the basis of the dispute? 4 A. No. The charges at dispute here have 5 nothing to do with 0 plus or 1 plus traffic billed 6 pursuant to the tariff to Sprint in its capacity 7 as an IXC. The charges that are the subject of 8 the dispute and the subject of the lawsuit that 9 was filed in Louisiana is Voice over IP or VoIP 10 type traffic that was exchanged with Sprint 11 pursuant to this agreement. 12 Q. Well, it was exchanged with Sprint over the 13 IXC Eacilities? 14 A. It was exchanged with Sprint over these 15 facilities that are the subject of this 16 interconnection agreement. 17 Q- But they are Eacilities that are covered by 18 Sprint's tariff?

19 A. I don't know what Sprint's tariff has 20 anything to do with it, but I'll accept that. 21 Q- But I mean they were tariff services, 22 CenturyTel's tariEf services, isn't that correct? 23 A. I don't know what you're asking me, 24 counselor. 25 Q- Well, are there any disputes between

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS SO1 -372-51 15 1 CenturyTel and Sprint the CLEC, unpaid disputed 2 charges? 3 A. Yes - 4 ALJ GRIFFIN: NOW, are we talking 5 in Arkansas or are we still talking 6 about the Louisiana case?

7 MR. LAWSON: 1 am talking about -- a let's talk about Arkansas. 9 BY MR. LAWSON: to Q* Are there CLEC local billings that are in 11 dispute in Arkansas? 12 A. In dispute? 13 Q. Charges for local services. 14 A. As you characterize it, f am not aware that 15 there are charges €or local services that are in 16 an open dispute. 17 Q. All right- And isn't it true, Mr- Miller, 18 that the ICAs, there were never any claims made 19 under the JCAs in the Louisiana lawsuit? There 20 were no ICA claims? 21 A. The Louisiana lawsuit governs traffic which 22 is at dispute between the parties that is subject 23 to both tariffs and the ICAs. CenturyLink's legal 24 department, for strategic reasons of their own, 25 chose to file the case as they did encompassing

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-57 15 250 'I multiple CenturyLink affiliates, and filed it in 2 the guise of the tariff-only dispute. That is a 3 true statement. 4 Q- And that is not what happened in Virginia, 5 isn't that correct? 6 A. No. That is not what happened in Virginia. 7 It was Eiled in a different matter. Again, I a cannot speak to CenturyTel's legal department 9 strategy. 10 Q. And you understand it to be Sprint's I1 position that there just simply are no disputes

12 under the ICA, and that would be the reason that 13 there were no ICA claims in the Louisiana lawsuit? 14 A- I understand that is your position. I don't 15 agree with it. 16 Q. If there are -- if you have a dispute for 17 charges assessed for interconnection facilities, 18 where do you look to resolve that dispute? 19 A- Within the context of the TCA. 20 Q. And if there is a -- if there is a dispute 21 over the charges assessed for switched access 22 facilities, where do you look for dispute 23 resolution terms for that? 24 A. It depends on the context of what that 25 dispute is.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501-372-5115 251 'I Q- You don't look at the access tariff? 2 A. You can look at the access tariff, but it 3 depends on the context of the dispute. In this 4 particular case, the type of dispute we have 5 between the parties is encompassed within the four 6 corners of this ICA. 7 Q. Well, so is it your position that you can 8 look at either the ICA or the tariff, whichever 9 one you prefer to look at? 10 A. It is my position that you would look at 11 both. 12 Q- In this case, you are familiar with the 13 November 29th letter, isn't that correct?

14 A. Yes, 1 am. 1s Q. And the deposit that was requested for the 16 CenturyTel entities, there was no deposit 17 requested for CLEC BANS, isn't that correct? ia A. No, I don't think that is correct at all. 19 Q- Did you -- let me ask you to look at the 20 TCA. You can look at article 3, section 6. 21 ALJ GRIFFIN: What page? 22 MR. LAWSON: It doesn't have page 23 numbers- It is 3-2 if that makes any 24 sense. 25 ALJ GRIFFIN: Yes, it does.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 252 1 THE WITNESS: Okay. I am there. 2 BY MR. LAWSON: 3 Q. Are you familiar with that section? 4 A. Yes, 1 am. 5 Q. And we have already said that there are no 6 local disputes in Arkansas. Isn't that correct? 7 A. We have agreed that there are no open 8 disputes in Arkansas for local only charges of 9 which I am aware. 10 Q. All. right. But it's your testimony that you 17 can look at the deposit section of the ICA when 12 there are no such local disputes? 13 A. Counselor, there are charges governed by 14 this ICA beyond just those for local services, 15 which is what your question was about. This 16 responsibility €or payment and the subsequent 17 calculation of deposit goes to all charges 18 encompassed by the ICA, which includes 19 interexchange charges pursuant to the rates filed 20 in a tariff. It states that in this ICA. 21 0- Mr. Miller, did you calculate a deposit 22 based on two months of billing to Sprint for the 23 local facilities for the local charges? I 24 A. Again, I don't understand your question- 25 Q. You listed in the -- in your letter there is

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 253 1 a list of -- a deposit demand. On the Embarq side 2 you made demands on the IXC and the local 'BANS. 3 On the CenturyTel side you only made a deposit 4 demand on the IXC BANs, isn't that correct?

5 A. As I explained in my testimony, what you're 6 referring to as local BANs and IXC BANs are really 7 billing system accounts. We have what we call a a CLEC billing system, Ensemble. And we have what 9 we perhaps falsely reEer to as an IXC billing 10 system, CABS. CABS stands for Carrier Access 11 Billing System. And so parties in this industry 12 typically think of that as an IXC billing system. 13 CABS predates the Telecorn Act in the formation of 14 CLECs- The CABS billing system is used to bill 15 more than just access services to an IXC. It also 16 bills other services to CLECs including local 17 interconnection. It bills other special access t3 services that: CLECs purchase. And in €act, 19 CenturyLink is in the process now of converting 20 all of its CLEC billing that is currently 21 encompassed by the Ensemble, quote, unquote, CLEC 22 system, so that all charges of CLECs are going to

23 be billed out of CABS, which again is referred to 24 as the IXC BAN- So that -- it is kind of like in

25 an interconnection agreement where you have a

BUSHMAN CO.URT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 254 1 section which says headings that you're not 2 supposed to read into the headings anything for 3 interpretation, In this case, you can't read into 4 interpretation the €act that it says IXC BANS when 5 it is referring to the CABS billing system, 6 because there is more there than just billing to 7 interexchange carriers. 8 Q. And you said you had two billing systems, 9 you have the IXC billing system or the CABS 10 billing system and then you had the other one? 11 A. Yes, Ensemble. 12 Q. And when you calculated the deposit on the 13 Embarq side, did you -- and you were calculating

14 CLEC BAN deposit amounts, did you do that based on 15 an Ensemble billing?

16 A. I didn't personally do the calculations, so 17 I can't answer that question. 18 Q- Okay. But we know that you didn't do that 19 on the CenturyTel side, correct? You never looked 20 at your Ensemble billing system to calculate a 21 deposit that would be owed under the deposit 22 section of the ICA? 23 A. The person at CenturyLink responsible €or 24 determining the deposit chose to determine the 25 deposit in that particular manner. That is

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 255 1 correct. 2 Q- Okay. But chose to do the deposit in that 3 particular manner -- 4 A. Based on the billings in the CABS system. 5 Q. The same way you're saying the legal 6 department chose not to include any ICA BANs in 7 their Louisiana lawsuit? a A. Again, that is not a correct statement. 9 These are ICA BANs that are in the Louisiana 10 lawsuit, They're just BANs that were billed

11 through the CABS billing system. They are 12 encompassed by the four corners of the ICA. 13 ALJ GRIFFIN: Let me ask a 14 question. I'm sorry to interrupt- I 15 just want to make sure you are talking 16 about the billing account numbers, that 17 is the acronym for that? 18 THE WITNESS: That is correct- 19 BY MR- LAWSON: 20 Q- Okay. Can you go ahead and turn to page 11 21 of your reply testimony? 22 A. I am there. 23 Q. In the middle, the middle section right 24 after your footnote 7 you make a statement that 25 says, as f earlier documented, the obligation for

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 256 1 payment of interexchange traffic charges is 2 covered within the ICA? 3 A. That is correct. 4 Q- And it is your testimony that references -- 5 some references to interexchange mean that the ICA 6 governs traffic carried by the IXC; Sprint, the 7 IXC? 8 A, Can you rephrase that? Again, you're 9 putting things in your context, and I am not sure 10 I understand the question. 11 Q. Okay. I am just asking, you say that the 12 obligation for payment of interexchange traffic 13 charges is covered within the ICA? 14 A. Yes - 15 0- Now, wouldn't normally the payment €or 16 interexchange traffic charges be covered by tariff 17 obligations? 18 A. I€ you look at my testimony on page 8 going 19 on to page 9, it clearly states here in section 20 3.2.1, that charges for the transport and 21 termination of optional EAS, intraLATA toll and 22 interexchange traffic shall be in accordance with 23 the parties' respective intrastate or interstate 24 access tariffs, as appropriate. This particular 25 section of the interconnection agreement clearly

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 257 1 states that the relationship between the parties

2 insofar as interexchange traffic as well as the 3 other types of traffic which are specified here 4 that are exchanged with the parties over these 5 facilities that were put in place pursuant to this 6 interconnection agreement, that the rates for 7 those shall be found in the tariff. And that is a consistent with what the court in the Virginia 9 case found that CLECs and incumbent local exchange 10 carriers commonly put this type of language within 11 their interconnection agreements where they t2 incorporate the tariffs by reference, that this is 13 common and exexpected, but it means that the 14 tariff reference is incorporated within the 15 agreement. And the agreement does govern this 16 type of exchange of traffic between the parties. 17 And that is what I said on page 11. 18 Q. Let me ask you one more question about the 19 Louisiana lawsuit. The remedy you're seeking in 20 Louisiana, if you were to win that lawsuit, you 21 would be made whole from your perspective on the 22 amounts that you believe Sprint has wrongly 23 disputed, isn't that correct? 24 A. If the Louisiana lawsuit is judged in the 25 way that we believe is correct, CenturyLink should

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 258 1 be made whole from the amounts that are in 2 dispute, plus the amounts that you withheld that 3 are not in dispute. 4 Q. And there is nothing that this court can do 5 to -- you're not requesting that the court -- that 6 the judge do anything as far as provide you relief 7 related to those charges; is that correct? a A. CenturyLink did not come to this hearing 9 today asking the court to find in that case. No. 10 We did not bring this complaint. Sprint brought I1 this complaint. The context of this dispute is 12 whether or not CenturyLink, as we believe it did, 13 correctly invoked the default provision of the 14 agreement, not for the open dispute, not for any 15 dispute whatsoever that is legitimate between the 16 parties and is the subject of some other 17 proceeding, but for the fact that Sprint withheld 18 unilaterally undisputed unpaid -- undisputed 19 charges to recoup money that you felt you overpaid 20 for years. There is no provision in your 21 language- There is no provision in the tariff

22 ' that: would allow you to do that, but more 23 importantly for this court, there is no provision 24 in this agreement that gives you the right to do 25 that. When you did that and refused to pay that

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 1 back, to pay those undisputed going forward 2 charges, you put yourself in default of agreement. 3 When you put yourself in default oE agreement, the 4 continuous service that Mr. Burt spoke about no 5 longer applies. The continuous service provision, 6 €or example, has everything to do with an open 7 dispute between the parties. You, Sprint, a withheld previously paid moneys. You withheld 9 amounts to recoup those previously paid moneys 10 that were not in dispute. And that is a default 11 of this agreement. And that is why we are here 12 today. 13 Q- And yet you say it is a default of this 14 agreement, but: you never made a claim in Louisiana 15 under the ICA? 16 A. Again, the Louisiana case is a case pursuant 17 to a dispute between the parties under both the 18 tariff and the ICAs. We did not need to make the 19 case in Louisiana an ICA case. We could make it a 20 tariff case. We could have made it an ICA case. 21 We could have incorporated both. The legal 22 department, €or whatever strategic reason, chose 23 to file it in the context of the tariff only. 24 That does not mean that this ICA doesn't apply. 25 It does not mean that at all.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 .. 260 Q- Mr- Miller, 1 am going to hand you a 2 document that I'll ask to be admitted. Mr- Miller, I: have handed you a document that is entitled, Direct Testimony of Guy E. Miller, 111, on behalf of CenturyTel in Missouri, 6 L.L.C. and Spectra Communications Group, L.L.C., 7 doing business as CenturyTel. Are you familiar 8 with that document? 9 A- This appears to be testimony that I filed in 10 a 2006 Interconnection Agreement arbitration in 11 the state of Missouri. 12 Q. And that was an arbitration with a CLEC? 13 A- This would have been an arbitration with a 14 ISP, an internet service provider who had obtained 15 a CLEC certification in the state of Missouri. 16 And we were in negotiation for an interconnection 17 agreement with that ISP CLEC. And the parties 18 were unable to resolve all of the terms for the 19 agreement and negotiations, so there was an 20 arbitration held. Yes. 21 Q. Okay- And there was an arbitration held.

22 And as you said, there was probably competing 23 language about what language should be included in 24 the ICA? 25 A. That is correct-

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 __ 261 1 Q- Okay. Can I ask you to turn to page 30 of 2 the ICA? 3 MS. MASTERTON: Your Honor, I don't 4 know where we are or if this is the 5 appropriate time. 1 am not sure what 6 the purpose of this. It doesn't seem 7 relevant. I don't know what the purpose 8 of the line of questioning- I would 9 like to reserve the right to object to 10 admission, or object to it outright for 11 relevance unless I can see where -- have 12 an idea what the purpose. If it's 13 credibility, because it is a statement 14 of the witness in another proceeding, 15 but if they're trying to somehow prove 16 the meaning of the Arkansas agreement 17 versus testimony about another agreement 18 in another state, I would have to object 19 that that is not relevant. So I don't 20 know where they are going with this. 21 ALJ GRIFFIN: Let's hear from 22 counselor, Mr. Lawson. 23 MR. LAWSON: Your Honor, one of the 24 issues we have in this case is the 25 different entities that are involved;

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 'I 5 262 1 Sprint as an IXC and Sprint as a CLEC.

2 We view our world as Sprint the CLEC is

3 governed in arrangements between

4 carriers by an Interconnection

5 Agreement, and Sprint the IXC is 6 governed by terms of tariffs. 7 And I am just -- I am going to ask 8 him to read some of his own testimony.

9 And it discusses that relationship and

10 that difference. And 1 think these

11 statements are inconsistent with his

12 testimony he has provided today. And

13 that is the purpose of this-

14 ALJ GRIFFIN: All right. So you're

15 challenging this?

16 MR. LAWSON: Yes.

17 ALJ GRIFFIN: I understand- I

18 think it is relevant, so we are going to

19 allow that. Proceed.

20 BY MR. LAWSON: 21 Q- So Mr. Miller, can you turn to page 30? 22 A. I have. 23 a- And I would ask you if you could just -- do 24 you mind reading, it's the second sentence of that 25 paragraph that starts Interconnection Agreements?

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 ~~ 263 1 A. On line seven? 2 Q. Yes. 3 A. Interconnection Agreements under Sections 4 251 and 252 apply to local interconnection. And 5 are not intended to supplant access arrangements. 6 Q* And then the next sentence? 7 A. In numerous of its proposed provisions, 8 however, Socket: attempts to expand the agreement 9 so it would supplant access arrangements, which is 10 prohibited by the Communications Act, and would 11 promote arbitrage and risk increases and so-called 12 phantom traffic. 13 Q- And so in this case, you are arguing that 14 the Interconnection Agreement incorporates the 15 access tariffs?

16 A. In which case? 17 Q- In our present case. 18 A. I am. 19 Q. But in this case, you were talking about the 20 difference between the arrangements and the fact 21 that local interconnection is handled over 251 and

22 251?

23 A. No. My statements in the Socket arbitration 24 are wholly consistent with my position in this 25 case. The Socket case had nothing to do with

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 264 1 Voice over ~nternetProtocol traffic, and had 2 everything to do with virtual NXX. In the Socket 3 case, Socket the ISP wanted to use local 4 interconnection Eacilities, so that it could avoid 5 paying access charges that would normally have 6 been due written into the agreement the same way 7 we did with Sprint €or traffic that was carried on 8 an interexchange basis. That is what virtual NXX 9 is all about- Virtual NXX means that you put in 10 place a 7-digit telephone number, so that a caller 11 appears to be dialing a local number, but then 12 that call is carried on an interexchange basis to 13 terminate somewhere else across the state. What 14 Socket was trying to do, and the whole purpose of 15 this line of testimony in 2006 was to put in that 16 virtual NXX service in a place like -- to use a

17 known example; Cabool, Missouri, which is just 18 above the Arkansas border right in the center of 19 the south part of the state and force CenturyTel, 20 Spectra Communications of Missouri to carry that 21 call on a local basis all of the way to Branson on 22 the western side of the state, and to carry it in 23 such a manner that Socket did not have to pay 24 access charges for it. And so that is what this 25 testimony is about. And my position here, and

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 265 1 what I stated here is wholly consistent with what 2 I am saying in this case. 3 Q. Well, you understand that Sprint views the 4 Louisiana lawsuit as a dispute between Sprint the 5 IXC and CenturyTel? 6 A. I understand that is Sprint's position, but 7 that doesn't mean that is the way we view it nor 8 that that is the correct position. 9 Q- And the Louisi,ana lawsuit is fashioned as a 10 tariff complaint? 11 A- It is. That is a true statement. 12 Q. And is -- do you disagree with the statement 13 that you make here that Interconnection Agreements t4 under section 251 and 252 apply to local 15 interconnection and are not intended to supplant 16 access arrangements? 17 A. Counsel --

18 ALJ GRIFFIN: Say that one more 19 time. I missed part of that. 20 BY MR. LAWSON: 21 Q. f asked him if he disagreed with the 22 statement he made in the Missouri testimony that 23 says; Interconnection Agreements under section 251 24 and 252 apply to local interconnection, and are 25 not intended to supplant access arrangements.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 266 1 A. Again, 1 wrote that statement and I agree 2 with it and it is consistent with this particular 3 case. ~nterconnectionagreements apply to local 4 interconnection. That is exactly what we have at 5 issue here, Judge, Counselor, is that we have an 6 Interconnection Agreement with Sprint which has 7 local interconnection facilities. Those local 8 interconnection facilities are used to handle 9 multiple types of traffic as was spelled out in 10 that section of the agreement that I just read in 11 response to your questions. That section of the 12 agreement specifies that that local 13 interconnection shall contain many different trunk 14 groups to carry different types of traffic. So it 15 is local interconnection, but it still can carry 16 interexchange traffic. And the agreement sets 17 forth how the interexchange traffic is to be 18 compensated. That is exactly what this says here, 19 that an interconnection agreement applies to those 20 local interconnection facilities, but you don't 21 supplant the fact that you are still supposed to 22 pay tariff-based access rates for the 23 interexchange traEfic that is carried over those 24 local interconnection facilities. 25 MR- LAWSON: Can I have a minute

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 - 267 1 with my client? 2 ALJ GRIFFIN: Of course. 3 (Whereupon, there was a brief 4 recess, after which the following 5 proceedings were had, to wit:) 6 MR. LAWSON: I: have no further 7 questions. a ALJ GRIFFIN: Redirect? 9 MS- MASTERTON: Yes. 10 REDIRECT EXAMINATION

11 3Y MS. MASTERTON: 12 Q- Mr. Miller, do you know approximately when 13 competitive local exchange carriers were 14 authorized, when the local mark was opened up to 15 the competitive provisional service? 16 A- It was pursuant to the -- what was referred 17 to as the Telecom Act of 1996, which was really an 18 amendment, I believe, to the Communications Act of I9 1932, but the Act oE '96 opened up local 20 competition between incurnbant local exchange 21 telephone companies and allowed the provision 22 of -- or I shouldn't say the provision. Allowed 23 the formation of competitive local exchange 24 carriers. 25 Q. Okay. So there couldn't have been any CLEC

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 268 1 certificates prior to 1996; is that correct? 2 A. No. And actually 1997 really by the time it 3 got rolling. I don't think anybody would have 4 been exchanging competition under a local exchange 5 basis until about that time frame. 6 Q- Okay. And do you know whether it was common 7 for interexchange companies to become CLECs after a the 1996 Act? 9 A. I know that the way that applicable law is 10 structured; good, bad, or indifferent, that a 11 company that is a competitive local exchange 12 carrier can very easily also be an interexchange 13 carrier, and as 1 eluded to earlier, an internet 14 service provider, an ISP can easily be a CLEC too, IS because the law is written loosely. So to answer 16 your question, counselor, yes. Just as a CLEC, 17 post Telecom Act of '96 can also become an IXC. 18 Yes, an IXC prior to that time could easily become 19 a CLEC just as in the prior example Socket, which 20 was a pure ISP ultimately, to the best of my 21 knowledge, has actually become a CLEC by today. 22 9- So, do you think that is why the 23 Interconnection Agreements have to address the 24 exchange not only of local trafEic, but 25 interexchange traffic?

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 I 269 1 A. Absolutely, because in addition to that 2 there is also this mechanism called a local access 3 transport area, LATA, which was put in place, too, 4 because of the regional 3ell operating companies. 5 And as a part of the -- what was the word we 6 called it back in 1984. When AT&T was broken up, 7 the regional Bell companies were allowed to 8 transport interexchange traffic so long as it 9 stayed within that LATA boundary. So you have got 10 the situation where a carrier that you're going to 11 have an agreement with is not only going to 12 exchange traffic with you just in that local 13 calling area, but potentially is going to be 14 collecting as well as terminating traffic that is 15 intrastate intraLATA, and iE they are certificated 16 appropriately or whatever the state requires, yes, 17 they can also be carrying traffic intrastate 18 interLATA and can be carrying traffic on an 19 interstate basis as well- 20 0- Thanks. And I just wanted to -- 1 know that 21 Mr. Lawson asked you some questions about the 22 letter, that November letter from CenturyLink to 23 Sprint- And he specifically asked you some

24 questions about the BANS for which a deposit was 25 charged. I don't know, do you have a copy of

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 270 1 that?

2 A. I believe it is attached to my reply 3 testimony if the copy they gave me includes it 4 all.

5 Yes, 1 have it here. 6 Q- So, in the Embarq subsidiary columns, they 7 have CL BANs and IXC BANs and Mr. Lawson was a asking you about that, right?

9 A. Yes - 10 Q. Which column has the most substantial amount 11 of billing? 12 A. The most substantial amount of billing in 13 all three of these columns is the so-called IXC

14 BAN, which is the CABS, carrier access billing 15 system BAN for the Legacy Embarq subsidiaries 16 consisting of 18-6 million. 17 Q- And to your knowledge, was that billing 18 under the IXC BAN part of the Virginia lawsuit 19 that CenturyLink filed against Sprint? 20 A- You know, I am not sure, Counselor, which -- 21 the break out of the Legacy Embarq which was 22 required here and which was part of Virginia. I 23 don't think this was part of it, but I am not

24 sure. 25 Q. Do you know how much money was at stake in

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 271 1 Virginia?

2 A. Yes. Virginia was 24 million dollars, 27 3 million dollars. It was somewhere in the mid 20s- 4 Q. So looking at these numbers here, which -- 5 A. This is much less. 6 Q. But 1 mean, which -- do you think it was 7 just the CL BAN at issue in the Virginia case? 8 A. No. Absolutely not. 9 MS- MASTERTON: Okay. That is all 10 the questions 1 have. Thank you. 11 ALJ GRIFFIN: Any Recross? 12 MR- LAWSON: No. 13 ALJ GRIFFIN: Mr. Lawson, we did 14 not admit this Missouri testimony. Did '15 you want it admitted into the record? 16 MR. LAWSON: I: do want to -- I

17 would like to admit the direct testimony 18 from Missouri. 19 ALJ GRIFFIN: All right. I think 20 that is probably wise then. Sprint 21 Exhibit 4. 22 MR. LAWSON: Yes. Sprint Exhibit 23 4. 24 ALJ GRIFFIN: All right. It will 25 be admitted.

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 'I 5 272 1 (Thereupon, as an exhibit to the 2 testimony of the witness, the said item 3 referred to above was marked SPRINT 4 EXHIBIT 4.) 5 MR. LAWSON: And if you don't mind, 6 I'll give the witness' copies to the 7 court reporter so that she has those. 8 ALJ GRIFFIN: Good idea- 9 Mr. Miller, you heard me ask 10 questions previously of the witness for 11 Sprint about the two positions here- Do 12 you want to answer that same question? 13 THE WITNESS: Yes, ma'am. Do you 14 want to ask the question? 15 ALJ GRIFFIN: Well, I am just 16 wondering, you know, as far as the two 17 positions here, give me where you are, 18 what you think about the two positions 19 that they were asking about that were 20 really well presented on both sides in 21 their opening argument by opposing 22 counsel. 23 THE WITNESS: Yes. Thank you, 24 Judge. 25 I believe this is a very simple

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 273 1 case. I mean, through its counsel and 2 through its witnesses through their 3 testimony Sprint has tried to portray 4 this as an apples and oranges type 5 situation. And it is really not. If 6 you look in my testimony, the actual 7 terms in that article that we spoke of 8 just now in cross-examination very 9 clearly state that the compensation for 10 the parties for various types of traffic 11 is going to be found within the confines 12 of the tariffs. That is where the rates 13 are going to be found. Those terms go 14 on to specify that there is going to be 15 separate trunk groups between the 16 parties pursuant to that. Those terms 17 are in this agreement. They very 18 clearly say interexchange. NOW, Sprint 19 has talked all around this. And Sprint 20 has, through its testimony, eluded to 21 a11 kinds of other things in the 22 agreement which aren't relevant to the 23 case at hand. But Sprint has never 24 explained why those terms don't say what 25 they say and mean what they mean-

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 274 1 And as I have stated and as the 2 judge in Virginia found, carriers do put 3 reference to tariffs within their 4 agreements as to where rates are going 5 to be Eound. And by doing so that means 6 that that tariff incorporation is part 7 of the agreement- And that makes this a 8 case pursuant to the terms of this 9 agreement and not just the tariff as 10 Sprint would have you believe. 11 Again, those terms are clear- They '12 are within the agreement. They state 13 what they state and Sprint has never 14 explained how they can't mean what they 15 mean because Sprint can't in my opinion- 16 So it is very clear that we have an 17 incorporation of the tariff. And it is 18 very clear that because of that this is 19 within the four corners of the 20 agreement. And CenturyLink and Sprint 21 both can undertake actions based on the 22 terms of this agreement based upon what 23 happens between the parties pursuant to 24 those terms. 25 NOW, unlike Sprint would have you

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 275 1 believe, we are not sitting here talking 2 about the open dispute between the 3 parties €or the payment of those VoIP 4 charges. Yes, that is the subject: of a 5 whole other proceeding and it is not 6 anything that this court or you as the 7 judge are being asked to rule upon. We a are also not here talking about 9 CenturyLink supposed to be providing 10 continuous service during the pendency 11 oE a dispute because that is not a 12 relevant term to this case. Sprint has 13 an open dispute on the payment of 14 charges for its VoIP traffic. We will 15 set aside the fact that they paid €or it 16 for €our years. We will set aside 17 everything else. We know that there is 18 another case out there, but that is 19 whatever their rationale is, it is an 20 open dispute and it is being decided in 21 another forum. If that were the only 22 thing at issue here we wouldn't be 23 sitting here today. We are sitting here 24 today because Sprint unilaterally 25 decided that it wanted to recoup two

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 276 years worth of what it now has decided 2 all by itself is overpayment. And it 3 withheld amounts that were not in 4 dispute. So the continuous service 5 provision doesn't apply, because that 6 applies to disputed amounts. Sprint 7 withheld amounts that are not in 8 dispute. 9 ALJ GRIFFIN: Your defense is, and 10 you maintain that you have not breached 11 the contract? 12 THE WITNESS: Absolutely. It is 13 Sprint that breached the contract by 14 withholding undisputed amounts where 15 nowhere in this agreement did it allow 16 it to do that. And Sprint, to this day, 17 has not paid back those amounts- I€ 18 they would pay back those amounts then 19 they would no longer be in breach of 20 agreement. 21 ALJ GRIFFIN: All right. With 22 that, 1 don't have any further questions 23 of you. I. appreciate your appearance 24 here today, your very professionalism. 25 And in fact all of the witnesses here

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 277 1 today, I appreciate all of you today. 2 You have presented some very compelling 3 arguments and testimony today that I 4 want to consider. 5 I am going to ask counsel, you both 6 gave brief openings. Do you want to 7 give a closing? I am going to ask for 8 briefs, and if you want to do a closing, 9 I'll allow you to do a short closing, 10 but 1'11 leave that -- rather do that or 11 save it for brief? 12 MR. MALONE: Your Honor, in that 13 you're going to permit briefs, we would 14 have no problem deferring on a closing, 15 not making closing arguments and taking 16 our comments up in briefs. 17 MS- MASTERTON: And CenturyLink 18 agrees with that as well. 19 ALJ GRIFFIN: That is wise, I 20 think. In the written word I can study 21 it more and you can contemplate, And 22 with that you can also refer back to 23 testimony that has been here today. 24 T want to -- why don't we go ahead 25 and -- with that then and conclude this

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 1 hearing and we will -- if you have 2 anything further -- let me Eirst ask 3 Erom Sprint, 4 MR. MALONE: Other than we have 5 talked about, 1 think, perhaps briefs 6 being due three weeks after the receipt: 7 of transcripts. Is that satisfactory? 8 MS. MASTERTON: That is what I was 9 going to ask. Do we do that on the 10 record or do we do that off the record? 11 ALJ GRIFFIN: I was going to do it 12 of€ the record, but- 13 MS. MASTERTON: That is fine with 14 me, too. 15 MR. MALONE: We can take it up off 16 the record. 17 ALJ GRIFFIN: I'll get my calendar

18 out.

19 All right. I thank you so much. 20 You have given me a lot to think about, 21 both of you have. This is an 22 interesting argument. And it is 23 something that I want to have some time 24 to think about and study the record and 25 the testimony that has been presented

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 279 I and go back and look at the contracts 2 here and take a11 oE this into 3 consideration. I appreciate everyone's 4 professionalism. 5 And so with that, this hearing is 6 adjourned. 7 (Whereupon, this hearing was a concluded at 11:37 a.m.)

'18

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 280 1 CERTIFICATE 2 STATE OF ARKANSAS* 3 COUNTY OF JEFFERSON* 4 RE: IN THE MATTER OF: SPRINT COMMUNICATIONS 5 COMPANY, L.P., V, CENTURYTEL OF NORTHWEST ARKANSAS, L-L-C., D/B/A CENTURYLXNK, DOCKET NO. 6 12-064-C 7 I, Teresa L. Hollingsworth, Certified Court 8 Reporter, a Notary Public in and €or Jefferson County, Arkansas, do hereby certify that the facts 9 stated by me in the caption of the foregoing hearing are true; and that the foregoing hearing 10 was transcribed by me, to the best of my ability and understanding, Erom my machine shorthand notes 11 taken at the time and place set out in the caption hereto, the witness having been duly cautioned and 12 sworn, or affirmed, to tell the truth, the whole truth, and nothing but the truth- 13 I FURTHER CERTIFY that I am neither counsel 14 for, related to, nor employed by any of the parties to the action in which this hearing was 15 taken; and, further, that I am not a relative or employee of any attorney or counsel employed by 16 the parties hereto, nor financially interested, or otherwise, in the outcome of this action. 17 GIVEN UNDER MY HAND AND SEAL OF OFFICE on 18 this 4th day of April, 2013. 19

20 L. *- v\ ) I>c ... \----- 21 Teresa L--'rollinqsworth, CCR, LS No. 537 Notary Public in and for Jefferson County, 22 Arkansas 23

BUSHMAN COURT REPORTING LITTLE ROCK, ARKANSAS 501 -372-51 15 August 25,2005

Sprint Communications Company, L.P. W.Richard Morris Vice President, External Affairs 6450 Sprint Parkway Overland Park, Kansas 66251 SUBJECT: SPRINT COMMUNfCATIONS COMPANY, L.P,'S ADOPTION OF THE INTERCONN€CTION AND UNBUNDLING AGREEMENT BETWEEN ALLTEL COMMUNICATIONS, INC. AND CENTURVEL OF CENTRAL ARKANSAS, LLC AND CENTURYTEL OF NORTHWEST ARKANSAS, LLC

Dear Mr. Morris;

CenturyTel of Central Arkansas, LLC and CenturyTcl of Northwest Arkansas, LLC (collectively refemd to as "CE"RYTEL'3 have received your notice stating that. under Section 252 (i) of the Telecommunications Act of 1996 (the "Act"). Sprint Communications Company, L.P. ("SPRN COMMUMCATIONS") wishes to adopt the terms of the Interconnection and Unbundling Agrcement between CenturyTel and Alltcl Communications, Iiic. ("ALLTEL") that was approved by ihc Arkansas Pubiic Scrvicc Commission as on effective Agreement in the State of Arkansas in Docket No. 00-219-U(the "Terms"). This letter shall conf~mthat you have a copy of the Terms. Please note the following with rcspect to your adoption of the Terms.

By your countersignature on this letter, you hereby represent and c01IZmit to the following:

I. Except as set forth below, SPRINT COMMUNICATIONS adopts the Terms of thc ALLTEL agreement for Interconnection with CENTURYTEL and in applying the Terms, agrees that SPRINT COMMUNICATIONS shall be substituted in place of ALLTEL ifi the Terms wherever appropriate.

2. SPRINT COMMUNICATIONS requests that notice to SPRINT COMMUNICATIONS as may be required under the Terms shdl be provided as follows:

To: SPRINT COMMUNICATIONS Attn: Carrier Interconnection Managerrlent 6450 Sprint Parkway Overland Park, Kansas 6625 1

CENTURYTEL requests that notice to CENTURYTEL as may be requircd under the To: CenturyTel Copy: CenturyTel Attn: Director Carrier Relations Attn: Director External Affairs 100 CcnturyTel Drive 91 1 Nod Bishop. Suite C-207 Monroe, LA 71203 Texarkana. TX 75501 (3 18) 330-6148 (903) 792-3499

4. SPRINT COMMUNICATIONS represents and warrants that it is a certEcated provider of competitive local exchange telecommunications services in the state of Arkansas, and that its adoption of the Terms wilt cover services in the State of Arkansas within the CenturyTel of Central Arkansas, LLC and CenturyTeI of Northwest Arkansas, LLC operating areas only.

5. SPRINT COMMUNICATIONS' adoption of the ALLTEL Terms shall become effective upon approval of rhis Agreement by the Arkansas Public Service Commission and shall terminate pursuant to the ALLTEL Terms.

6. As the Terms are being adopted by you pursuant to your srarutory rights under Section 252(i), CENTURYTEL does not provide the Terms tu you ns either a voluntary or neptiated agreement. The filing and performance by CENTURYTEL of the Terms docs not in any way constitute a waiver by CENTURYTEL of any position as to he Terms or n portion thereof, nor does it constitute a waiver by CENTURYTEL of all rights and remedies it may have to seek review of the Terms, or to seek review in any way of any provisions included in these Terms as a result of SPRINT COMMUNICATIONS' 252(i) election.

7. Pursuant to the FCC's ruling in lmplementntion of rhe local Competition Provisions in the Telecommunications Act of i 996. Intercarrier Compensation for ISP-bound TrafFic. CC Docket No. 96-98. CC Docket No. 99-68, (April 27, 20011, local exchange carriers may not as of May 15,2001, opt into an existing Interconnection Agreement with regard to the rates paid for the exchange of 1SP-bound traEEic.

8. The Terms shall be subject tu any and all applicable laws, rules, or replations that subsequently may be prescribed by any federal, state or local governmental authority. To the extent rcquird by any such subsequently prescribed law, rule, or regulation, the Parties agree to modify, in writing, rhe aected term(s) and condition(s) of this Agreement to bring thein into compliance with such law, rule, or regulation.

9. CENTLRYTEL reserves the right to deny SPRINT COMMUNICATIONS' adoption andor application of the Tern, in whole or in part, at any time:

(A) when the costs of providing the Terms to SPRLNT COMMUNICATIONS are greater than the costs of providing it to ALLTEL;

(B) iE the provision of the Terms to SPRNCOMMUNICATIONS is nor technically feasible: andm to the extent SPRINT COMMUNICATIONS already has an existing Interconnection Agreement (or existing 252(i) adoption) with CENTURYTEL and the Terms were approved before the date of approval of the existing hterconneczion Agreement (or the effective date of heexistins 252(i) adoption);

10. Shouid SPRINT COMMUNICATIONS atfempt to apply the Terms in a Immer that conflicts with the provisions set forth herein, CENTURYTEL reServeS its rights to seek appropriate lcgal andor equitable relief.

11. The Parties acknowledge that CENTURYTEL is entitled to maintain that it is a rural telephone company (as defined in 47 U.S.C. 153 as provided by 47 U.S.C. 25I(f)]. By entering into this Agreement, CENTURYTEL is not waiving its right 20 maintain at some point during the term of this Agreement that it is a rural telephone company entitling it to exemption under 47 U.S.C. 251(f).

12- In entering into this Agreement, neither Party is waiving, and each Party hereby expressly reserves, any of the rights, remedies or arguriients it may have ar law or under the intervening law or regulatory change provisions in rhe underlying Agreement with respect to any orders, decisions, legislation or procedifigs and my remands thereof, including wirhout liinitation, actions which he Parties have not yet fully incorporated into this Agreement or which may be hesubject of further government review.

Please indicate your agreement to the provisions of this letter by signing this letter OR the space provided below and return it to the undersigned.

Sincerely, CENTURKEL OF CENTRAL ARKANSAS, LLC CENTUVEL OF NORTIjWESTARKANSAS, LLC

Susan W.Smith Director External Affairs

Reviewed and countersigned:

SPRINT COMMUNICATIONS COMPANY LP.

W.Richard Morris Vice President, External Affairs

Page 3 of 3 INTERCONNECTION AND UNBUNDLING AGREEMENT

BETWEEN

CENTURYTEL OF CENTRAL ARKANSAS, LLC CENTURYTEL OF NORTHWEST ARKANSAS, LLC AND

ALLTEL COMMUNICATIONS, INC. TABLE OF CONTENTS

ARTICLE I: SCOPE AND INTENT OF AGREEMENT ...... _...... b1 ARTICLE 11: DEFINITIONS ...... 11-1

1. General Dcflnl!fons, 11-1 1.1 Access Service Request (ASR) 11-1 1.2 Act 11-1 1.3 Affillale 11.1 1.4 Answer SupervlsJon 11-1 1.S Appkable Law 11-1 1.6 &Is Transfer (AI- 11-1 1.7 Automatic Location IdentifialiorJData Management System (AUIOMS) 11-1 1.8 Automated Message Amounting (AMA) 11-2 1.9 Automatic Number Identification (ANI) 11-2 1.10 Bask local Exchangs Senrice 11-2 1.11 Bill-and-Keep Anangernent 11-2 1.12 Bona Rde Request (BFR) 11-2 1.13 Buslness Day 11-2 1.14 Centmt Office Switch 11-2 1.15 Centralized Message Dlsttibutlon System (CMOS) 11-2 1.16 CUI Codes 11-3 1 .I7 Commission 11-3 1 .I8 Common Channel Signaling (CCS) 11-3 1.19 Competitive Local Exchange Carrier (CLEC) [1-3 1.20 Compliance 11-3 I .21 Conuersatlon Time 11-3 1.22 currently AvaDable 11-3 1.23 Customer 11-3 1.24 Customer Service Record Search 11-3 1.26 Disconnect Supervision 11.4 1.27 DS-1 1t4 1.28 DS-3 114 1.29 EIectmnk File Transfer 11-4 1.30 Enhanced Service Provider (ESP))Antemet Service Provider (1SP) Traffic 11-4 1.31 E-911 Service 11-4 1.32 Exchange Message Record (EMR) 11-11 1.33 Exchange Senrice 11-4 134 Expanded Interconn&ion Service (EIS) 114 1.35 Facility 11-4 1.36 FCC 11.5 1.37 Generator 11.5 I .38 CenhlryTel Gulde 11.5 1.39 CSOC 11.5 1.40 Hazardous Chernlcal 11-5 3.41 Harardous Waste 11-5 1.42 tmmlnent Danger 11-5 I.43 Incumbent Local Exchange Carrier (ILEC) 11-5 1.45 Interconnection Facility 11-6 1.46 Interconnection Polnt (IP) 11-6 1.47 Interexchange Canier ([XC) 11-6 1.48 Interim Number PoriabIlily (INP) 11-6 1.49 lntemehwrk Fadlities 11-6 1 .Ed ISDN User Part (ISUP) 11-6 1.51 Una Information Data Base (UDB) 11-6 1.52 Line Side 11-6 1.53 tncal Access and Transport Area (LATA) 11-6 153 LmlExhange Carrier (LEG) 11-6 1.55 Local Exchanga Routing Gulda (LEAG) 11-7 1.56 Local Number Portability (LNP) 11-7 1-57 Locat Service Request (LSR) 11-7 1.58 Locat Traffic 11-7 1.60 Main Dlstdbution Frame (MDF) 11-7 1.61 Meet-Polnt Billlng (MPB) 11-7 I .62 Mld-Span Fiber Meet t1-7 1.63 Multiple Exchange Carrier Access Billing (MECAB) 11-7 1.64 Multiple Exchange Carriers Ordering and Design Guidelines for Access Services - Industry Support Interface (MECOD) 11-8 9.65 Nehvork Interface Device (NID) 11-8 1.66 911 Service 11.8 1.67 North American Numbering Plan (NANP) 1t-8 1.68 Numbering Plan Area (NPA) 11-8 1.69 NXX, NXX W0, Central Office Code or CO Cde 11-8 1.70 Owner or Operator 11-8 1.71 PartylPades 11-9 1.72 Pole Attachment 11-9 1 .?3 Provider 11-9 1.74 Public Safety Answering Polnt (PSAP) 11-9 1.75 Rate Center t1-9 1.76 Rtghtaf-wy (ROW) 11-9 I .n Roubhg Point 11-9 1.78 Service Conhl Point (SCP) 11-9 1.79 Servlce Switchhg Polnt (SSP) 11-10 1.81 Signaling PoInt (SP) 11-10 1.82 Signaling System 7 (SS7) 11-10 1.a3 Signal Transfer Point (STP) 1t-10 1.a Subsidlay 1t-10 1.86 Synchronous Optrcal Nehrrork (SONW 1t-10 1.87 Switched Access Service 11-10 1.08 Telcordla Technologies 11-10 1.89 Telemmmunlcalhns Services 11-11 1.90 Thlrd Party Contamination 11-11 1.91 Transfer of Sewice Il-if 1.92 Trunk Slde 11-71 1.93 Unbundled Network Element (WE) 11-1 1 1.94 Undefined Terms 11.1 1 1.95 Vertical Features [Including CLASS Features) 11-1 1 I.96 WIre Center 11-1 1

ARTICLE 111: GENERAL PROVISIONS ...... 111-1

f. Scope of General Provislons. 111-1

2. Term and Termination. 111-1 2.1 Term. 111-1 22 Post-TerminationArrangements. 111-1 2.3 Termination Upon Default. 111-1 25 Uability upon Termhation. 111-2 3. Amendments. 111.2

4. Assignment i11-2

5. Authority. 111-2

6. Resp~nsibilityfor Payment. 111-2

7. CLECProfile. 111-2

8. Contact Exchanw. 111-3

9. Eleetronlc Interface. 111-3

10. Billing and Paymmt. 111-3

10.1 Back Bllling. 111-3 10.2 Dispute. 111-3 10.3 late Payment Charge. 111-3 10.4 DaDatb 111-3 10.5 Audits. 111-3

1 I. Binding Effect. 1114

12. Capacity Planning and Forecasting. 11t-4

13. Cornflance with Laws and Regulations. 111-4

14. Confidential tnforrnation. 1114

14.1 Identifiwth. t1t-4 14.2 Handling. 111-5 14.3 Exceptions. 111-5 14.4 SUfvhd. 111-6

15. Consent. 111-6

16. Fraud. 111-6

17. Dlspute Resolution. Ill-B

17.1 Alternative to Utigation. 111-6 17.2 NegotlaUons. 111-6 17.9 Arbitration. 111-7 17.4 Expedited Arbltratlon Procedures. 11t-7 17.5 costs. 111-7 17.6 Cantrnuous Service. 111-7

18. Entire Agreement. 111-8

19. Expenses. 111-8

20. Force Majeure. 111-8 21. Good Fahb Performance. 111-8

22. Governing law. 111-8

23. Standard Practices. 111-8

24. Headlngs. 111-9

25. Independent Contractor Relafionship. ]it-9

26. Law Enforcement Interface. llI-D

27. UabNQ and Indernnlty. 111-9

27.1 Indemnification. 111-9 27.2 End User and Contmt-Rehted Claims. wto 27.3 DISCLAIMER. Ill-10 27.4 Umltatlm of UabIMy. Itl-lo 27.5 tntelktual Property. 111-10

28. Multide Counterparts. 111-1 1

29. No Third Party Bsneficiarles. 111-1 1

30. Nofices. 111.1 1

31.1 ImpahlEmntOf SeMk 111-12 31 2 Resolution. 111-12

32. Publicity and Use of Trademarks or Serviee Mad&. 111-12 33. Chanpas In LqaIRequlrements. [It-12 34. Effective Date. Ill-12 35. Regulabfy Matt=. 111-13 36. Rule of Cons-. 111-13

37. Section References. 111-1 3

38. OSS Performance Measurements Ill-I3

39. Severability. 111-1 4 40. Subcontractors. 111-14

41. Taxes. h114

41.1 Tax. 111-15 41 2 FeedRegubtorySurcharges. tlt-I5 42. Trademarks and Tmde Names. 111-15 43. Waiver, 11115 44. Environmental Responsibility. 111.15

45. TBD Prices. Ill-17 16. Rates. 111-18

ARTICLE IV: GENERAL RUES GOVERNING UNBUNDLED ELEMENTS ...... lv-l 20 UabiIily of CenturyTel. IV-1

2.1 InappliEabiMy of Tariff Uabilii. IV-1

3.0 UnauthoW Changes. IV-1

3.1 Procedures. 1v-1

4. Impact of Payment of Charges on Service. IV-2

5. Unlawful Use of Senrice. IV-2

6. Procedures For Preorden'ng, Ordering, Provisionlng. Etc. lV.3

7. Letter of Authorimllon IV-3

8. Customer Contacts. IV-3

ARTICLE V INTERCONNECflONAND TRANSPORT AND TERMINATION OF TRAFFIC ...... V-1 1. Services Cwered by This Articie. V-I 1 .I rypes of Services. v- 1

2. Billing and Rates. v-1

2.1 Senrice Ordehng, Sewice Provisionlng, and Billing. v-1 2.2 Rates and Charges. v- 1 2.3 Billing. v-l 2.4 Billing SpecificatlonS. V-I 3. Transport and Termination of Traffic. v-2

3.1 Traffic to be Exchanged. v-2 3.2 Compensatioo For Exchange OfTraffic. v-2 3.3 Tandem Switchlng Traffic. V-4 3.4 Inter-Tandem Switching. v-4 4. Direct Network Interconnection. v-5

4.1 Network Interconoectlon Architemre. V-5 4.2 Compensatbn. v-5 4.3 Trunking A6qulrements. V-6 4.4 Trunk Fordng. V-7 4.5 Trunk Facility Under-Utilization. v-a 4.6 Network Redeslgns Initiated by CenturyTel. V-8 4.7 lnterwnnectlon Calling and Called Scopes for tfia Access Tandem Interconnectionand the End Office Interconnection. V-8

5. Indirect Network Interconnection. v-8

6. Number Resources. v-9

6.1 Number Assfgnment. V-9 6.2 Rate Centers. v-9 6.3 Routing Polnts. v-9 6.4 Code and Numbers Admblstmtion. v-9 6.5 Programmfng Switches. , V-9

7. Number Portability (NP). v-9 v-9 .- 7.1 lntedm Number Portability ([NP). 7.2 Local Number Portability (LNP). V-IO 8. Meet-Point BIlIing (MPB). v-IO

8.1 Meet-Point Arrangements. v-lo 8.2 Compennsatlon. v-11

9. Common Channel Slgnaling. V-11

9.1 Service Description. v-11 9.2 Slgnaling Parameters. v-1 I 9.3 Privacy Indicators. v-12 9.4 Connection Through Signat Transfer Point (STP). v-12 9.5 Third Party Signaling Providers. v-12 9.6 Multi-Frequency Signalhg. v-12

10. Netwdrk Management Controls. V-12

ARTICLE VI: UNBUNDLED NHWORK ELEMEMS ...... ,...... VI-l ARTICLE Vlk ADDITIONAL SERVICES AND COORDINATED SERVICE ARRANGEMENTS ...... Vlt-1

1. Transfer of Service Announcements. vt1-1

2 Mlsdlrected Calk. v11-1

3. 911E-911 Arrangements. vj1-1

3.1 Oescdptlcn of Service. Vlt-t 3.2 Transport. v1t-1 3.3 CoopemtIon and Lwel of Performance v11-2 3.4 8aslc 91 1 and E-911 GenemI Requlrements: v11-2 3.5 Compensation. v11-6 3.6 Uablliiy. v11-7

4. lnformatlon Services Traffic. v11-7 4.1 Routing. Vll-7 4.2 Billing and Coflectionand Information Servjce Provider {ISP) Rmuneration. VI!-7 4.3 900-976 Call Blocking. vt1-7 4.4 Miscellaneous. vi1-8

5. Telephone Reray Senrice. v11-8

6. Directory Ustings and Directory Distribution. v11-8

6.1 Ustings. VU-8 6.2 Dlstdbution. v11-8

7. Busy Une Verification and Busy Une Vetiffcation Intempt. v1[-8

8. Street Address Guide (SAG). v11-8

9. Dialing Format Changes. Vll-9

ARTICLE VIII: COLLOCATION ...... V111-1

ARTICLE 1X ACCESS TO POLES, DUCTS,CONDUITS AND RIGHTS-OF-WAY...... 1X-2 ARTICLE X SIGNATURE PAGE...... X-1 APPENDIX A: RATES AND CHARGES FOR TRANSPORT AND TERMlNATtON OF TRAFFIC ....A-1 APPENDIX 8: RATES AND CHARGES FOR NUMBER PORTABIUTY 0-1

APPENDIX C PRICES FOR UNBUNDLED NEIWORK ELEMENTS ...... ~1 APPENDIX 0: RATES AND CHARGES FOR 911E-911ARRANGEMENTS ...... 0-1 APPENDIX E COMPENSATION FOR EXCHANGE OF TRAFFIC USING UNBUNDLED ELEMENTS ...... __...... E-I APPENDIX F: COILOCATION RATES ...... F-6 APPENDIX G: BONA FfDE REQUEST APPLICATION ...... G I

APPENDIX H: PERFORMANCE MEASUREMENTS ....._..l...... f...... l__l.....f.f...... H 1 Thls Interconnection and Unbundling Agreement (the 'Agreement') is by and between Centuryfel of Central Arkansas, LLC and CenbryTel of Notfhwest Arkansas, LLC with Its addresses for purposes of thls Agreement at 100 Century Park Drive, Monroe, Louisiana 71201 ('CenturyTej'), and ALLTEL Communications, Inc., in its capacity as a certified Provider of local twPvlaywireljne dial-tone service ('ALLTEL'), with Its address for this Agreement at One Allied Drive, Little Rock, Arkansas 72202-2013 (CenturyTel and AUTEL bebg referred to collectively as the 'Parb'ss' and Individually as a "Paw). This Agreement covers services in ihe State of Arkansas onty (the 'State.).

WHEREAS, Interconnection between competing Local Exchange Carriers (LECs)Is necessary and deslmbls for the mutual exchange and termination of tmfflc originating on each LEGSnehuork; and WHEREAS, the Parlies desire io exchange such hatfie and related signaling In a technlcally and ewnarnlcatly efficient manner at defined and mohrdly agreed upan interconnection points; and

WHEREAS, the Parties wish to enter Into an agreement to Interconnect thet respective telecommunications networks on terms that are falr and equitable to both Parties: and

WHEREAS, Section 251 of the Telewmmunications Act of 1996 (the 'Act') imposes specific obngations on LEGSwith respect to fie Interconnection of thelr networks, resale of thelr telecommuniccatiens servtces, access to thelr poles, ducts, conduits and rights-ot-wayand, in certain cases, the offering of cemn Unbundled Network Elements (UNEs) and physlcal collocation of equipment In LEG prerntses;

NOW, MEREFORE, in consldemtion of the mutual prwislons contained herein and other good and valuable consldemtion, the receipt and suffidency of whlch are hereby acknowledged, CenturyTet and ALLTEL hereby covenant and agree as follows: ARTICLE I SCOPE AND INTENT OF AGREEMENT

Pursuant lo thls Agreement, the Parties will extend cmtatn arrangements to one another within each area In whlch they bolh operate *fn the State for the purposes of interconnection and the exchange of traff~~ hetween their respectiva end user customers, and recipml access to poles, duets, conduits and rights- of-way. This Agreement also governs the purchase by AUTEL of certain Unbundled Network HemerIts from CenturyTef, and the terms and conditlons of the coIlocation of certajn equipment of ALLTEL in the premlses of Centuryiel. This Agreement Is an Integrated package that reflects a balancing of interests critical to the Partias. ThIs Agreement will be submitted to the Arkansas Public Service Commission (the 'Commission') for approval. The Parties agree that their entmnce Into this Agreement Is without prejudice to and does not waive any posltions they may have taken previously, or may take In the tubre, In any legislative, regulatorj, fudicial or other public forum addresslng any matters, Including matters related to the Same types of arrangements andlor matters related to CenturyTel's cost recov0ry covered in this Agreement.

El ARTICLE 11 DEFINITIONS 1. General Definitions. Except as othemise speciffed herein, the follmhg definitionsshall apply to all Articles and Appendices contahed in this Agreement. Additional definitlons that are speclfic fo the matters covered In a partfcular Mcle may appear In that Artide. To the extent thai there may be any conflict between a definition set forth in thls Artfcls tl and any definition In a specific Artide or Appendix, the definition set forth In the specific Article or Appendix shall mntml wiih respect to that Article or Appendix. Unless Ihs context dearly Indicates o!hsrwise,any term defined or used In the shgular shdl Include the plural. The words "shalrand Will' are used Interchangeably throughout fhls Agreemeat and use of either coonotatas a mandatory requirement. The use of one or the olher shall not mean a different degree of right or obligation for either Party. A defined word intended to convey its special meaning Is capltalzed when used. Olher terms that are capitalized but not defined in this Agreement shall have the meaning in the Telecommunications Act of 1936. 1.1 --Access Service Rmuest (ASRI An industry standard form, whlch conklns data elements and usage wles used by the Pames to add, establish, change or diswnnecf services or trunks for the purposes of Interconnection.

Act 1.2 I The Telecommunications Act of 1996, PublIc Law 104-104 of the 104th United States Congress affective Februaty 8,1996.

1.3 Afflllate A person, corporation or other regal ontitytfiat, directly or Indirectly, owns or controls a Party, or Is wedor controlled by, orls under common ownership or control with a Party.

1.4 Answer Supenrlsfon An off-hook supervisorysignal. I .5 Aadlcable 3 All law, statutes, common taw, regulations, ordinances, des,ruIes, guideIines, orders, permlts, and approvats of any Governmental Authority, which apply or relate to the subject matter of this Agreement.

I .6 AdsTransfer (AT The transfer of at1 telewmmunlcations services and features available for resala, that are currently behg provided far a spedk account, without lhe requirements of a specifk enumeration of the services and features on the Local Service Request (LSR).

1.7 Automatlc Location IdentlflcatlordData Manaaement Svstern (ALUDMSI The erneraency servlces (E-91 1l911) databasa containing customer Imtion Intomtation (including name, address, telephone number, and sometimes specla! Information from the local service provider) used to process subscriber access records into Automatic Location tdentificaaon (AU) remrds. From thls database, records are forwarded to GTEs ALI Gateway for downroading by local AU database systems to be avallable for retdeval In response to Automatic Number Identification (ANI) from a 9.1-1 call. Also, from thS database, GTE will upload to Its selective routers the selective router AU (SWAU) which ts used to datamine lo whlch Public Safety Answering Polnt (PSAP) to route the call.

I .8 Automated Messase AccountlnqIAMA) The strucfure Inherent in switch technology that InitiaIly records teleeommunfcation message lolormation. AMA format is contahed in the Automated Message Accounting document, published by Telcordla Technologies as GR-1100-COREwhich defines the industry standard lor message recording.

1.9 Automatlc Number Identification (AE?I1 The number transmitted through the nehvork identifying the calling party. 1.10 --Bask local Exchanqe Sewvice Voice grade access to Ihe network that provides: the ability to @aceand receive calls; touch-!one service, access to operator senrices; access to directory asslstance; access to emergency services (E911); access to telephone relay senn'ce (TRS): accesss to interexchange carrlars of the customer's choke; standard white pages directory listing; and toll bkcldng for lwlncorne consumm participatingIn Lifeline (subject to technical feasibility).

1.tl 3tltand-Keeo Arranoement A billing arrangement whereby elther Party may track Mf~cexchanged between the Parlles but neither Pam shall blll th~other for such traffic and no compensation for such traffic shall be paid from meParfy to the other. If spscificallyauthorized by thls Agreement, a true-up adjustment may be applicable to tm&c subject to a Bill-and-Keep Arrange rn en t 1.12 --Bona FIde Request (BFRI Process Intended to be used when requesting customized Service Orders for certaln services, features, Eapabilitles or functlonelity defined and agreed upon by the Parties as services to be ordered a5 3FRs.

1.13 Business 3 Monday through Mday, except for holidays on which the US. mail Is not delivered.

1.14 Central Office Swlteh --_I_ A switch used to provide telmrnmunlcations services including (1) End Office Switches whlch are Class 5 swifchss from wbich end-user Exchange Services are directly connected and offered, and (2)Tandem Office Switchqwhlch are Class 4 switches whlch are used to connect and switch trunk circuits between and among central office switches. Central office switches may be ernpIoyed as combination end otficdtandem office switches (combination Class =Class 41.

1.15 Cenfrallzed Messaqe Dlstrlbutbn Svstem (CMOS. The- billing record and clearing house transport system thal the ReglonaI Bell Operating Companies (RBOCs) and other Incumbent LECs use to effcien@ exchange out collects and in collects a9 weIl a5 Carrier Access BIIIing System (CABS) records.

11.2 7.16 --CLLl Codes Common Language Location Identifier Codes.

1 .I7 Commlsslon The Arkansas Publc Service Commission. 1.18 --Common Channel SIqnalinqICCS) A high-speed specialired packat-switchedcomrnunlcations nelwrk that Is separate (out- of-band) fmrn the public packet-switched and message networks. CCS mrries addressed slgnaling messages for individual trunk circuits andor databaserelated services between Slgnaling Points In the CCS network using SS7 slgnaling protocol.

1.19 CompetitlvemExchanqe Carder CLECl Any company or person authodzed to provide lml exchange services in competitlon with an IEC.

1 .a0 Compliance Environmental and saIety laws and regulations based upon a federal regulatory framowork, with ceriain respDnsIbilities delegated to the States. An environmenlaVsafety compliance program may Include review of appllwble lawslregulablons,davefopment of written procedures, tralning of employees and auditing.

1.21 ConversatIon The time that both Parties' equlpment Is used for a mmpkted calf, measured from the receipt of Answer Supervision to the receipt of Discomst Supemision.

1.22 Currently Avallahle Existing as part of CenturyTel's network at the time of the requested order or service and does not lnclude any service, feature, function or capability that CenturyTel either does not provide to Itself or to its awn end users, or does not have the capability to provide.

1.23 Customer CenturyTel or AUTEL, depending on the context and whlch Party is receiving the service from the other Party. f 24 Customer Servlce Record Search Applled to LSR when CLEC requests a eustornersewke record search prior to amount conversion from CenturyTel or from another CLEC. Search typically Is for basic account information, tistinqldirectoryinformation, service and equipment listing, and bilting Information. ApplIed on a per requested Imp andlor port bask.

1.25 Dedlcated Transport

An Unbundled Nehrrork Element that is purchased for the purpose of tmnsprting TelecomrnunlcationServices between deslgnated Serving Wire Centers (SWC). Dedicated Transport may extend between two CenhrryTel SWCs (Interoffice Dedicated Tmnsport or 1DT) or may extend from the CenturyTeI SWC to the CLEC premise (CLEC Dedicated Transport or COT). CDT remains within the exchanga hundaries of the SWC, while 1DT traverses exchange boundaries, 126 DIsconneet Superuision An on-hook suparvkory slgnal end at the completion of a all. 1.27 -DS-1 A service carried a! digital signal rate of 1.544 Mbps. 1.28 -DS-3 A senice carried at dlgital sjgnal mte of 44.736 Mbps.

1.29 Electronlc File Transfer A system ar prrreess whlch utilizes an electronic format and pmfocol to sendlreceive data files.

I .30 Enhanced Servlce ProvIder (ESP) Ifinternet Servke Provider IlSP) Traffic Traffic bound to any enhanced senice provider or Internet service provider as such trafffc is referred to In CC DdefNos. 96-98 and 99-68. 1.31 --591t Serulce A rnethd of muting 91 1 ~ISto a Public Service Answering Point (“PSAP? that uses a customer locallon database to determine the tocation to whlch a call should be routed. E- 9-1-1 sem’ce IncIudas the fomrding of the caW5 Automatic Number Identification (ANI) to the PSAP whore the ANI Is used to r@trieveand display the Automatic Lowtlon Identification (AU) on a terminal screen at the answering Attendant‘s position. It usually Includes selective muting.

1.32 Exehanae Messaae Record (€MA) An Industry standard record used to exchange telecomrnunlcations message Information among CLECs for billable, non-billable, sarnpla, setllement and study data. EMR format Is defined In BR-010-200.010 CRlS Exchange Message Record, publlshed by Telwrdia TechndogIes.

1.33 Exehanse Senrice All bssb access line services, or any other sewices offered to end users which pmvIde end users with a telephonlc connection to, and a unique telephone number address on, the Publlc Switched TelecomrnunlcationsNetwork (PSTN), and which enable such end users to pbc~or receive calk to all other stations on the PSTN.

1.34 Expanded lnterconnectlon Sewlee (EEL A sewice that provides Interconnecting carriers with ths capability to terminate bask fiber optic tmnsrnbslon facifities, lncludlng optical tsrmlnating equipment and multiplexers, at CenturyTel’s wire centers and access tandems and Interwnnect those facilities with the facilities of CenturyTol. MiCm~aV8Is avallable on a Fase-bpcasa bash where feasible.

1.35 Fadlite All buiMngs, equipment, structures and other items located on a single slte or Contiguous or adjacent sites owned or operated by the same persons or person as used in Article Ill, Section 44. 1.36 Fee The Federat Communleations Commission.

1.37 Generator Under the Resource Conservation Recovery Act (RCRA), the person whose act produces a hazardous waste (40 CFR 261) of whose aet first causes a hazardous waski to bacoma subject to regulation. The genemtor Is legally responsible for the proper management and disposal of hazardous wastes In accordancewith regulations (see reference in Article 111, Section 44. 1.38 CenturvTel Guide The CenturyTel Senrice Gulde and Reseller Gdde, whkh contain Centuryiells operating pmedures for ordering, provisionlng, trouble reporthg and repalr lor resold services and unbundled elements. Except as specifically provided otherwise In thf5 Agreement, service ordering, provisioning, blIllng and rnalntenance shall be governed by the Guide whlch may be amended from time to time by CenturyTel as needed, however, ALLTEL retains the right to refuse concunence In any such amendments. 1.39 -croc CenturyTel Telephone Operating Company.

1.40 Hazardous Chemical As defined In the U.S. Occupational Safety and Health (OSHA) hazard communication standard (29 CFR 1910.1200}, any chemical which Is a health hazard or phystwl hazard.

1.41 Hazardous Wasfe As dascnied In Resource Conservation Recovery Act (RCRA), a solid waste(s]which may cause, or slgnifimntly contribute to an increase in mortality or Illness or pose a substantial hazard to human health or ihe environment when Improperly treated, stored, transported or disposed of or otherwise managed because of its quantity, concentrationor physical or chemiwl chamcterls!ks.

1A2 Imminent Danaer As described In the Occupational Safelyand Health Acl and expanded for environmental matters, any conditlons or practices at a facility whlch are such that a danger exists whlch wuid reasonably be expected to cause death or serious ham or sfgnlficant damage to the environment or natural mources. 1.43 Incumbent Local Exchanse Carrier (ILECL Any local exchange mrrier that was as of February 8,1996, deemed to be a member of the Exchange Carrier Association as set forth In 47 C.F.R. 69.601(b) of the FCC's regulatrons.

1.44 Initial Servlce Order

A charge appfied to each LSR of Unbundled Imps andlor Pods With the exception d Subsequent Service Order changes to existing CLEC accounts. I .45 Interconnection Fadlity See 'Intern&work Facilities'.

1.46 InterconnectlonPoInt IlPl The physical point on the network where tha two parties Interconnect. The IP is the demarmtion pin1between avnershlp of the tmnsrnlsslon facifity.

1A7 lnterexchanqe Carrier ClXCl A telemmmunbtions service provider authorized by tho FCC to provide Interstate long dislance communlcatlons services batween LATAs and is authorized by the State to provjde Inlei- andror IntralATA tong dlstanca communicationsservices withln the State.

1.48 --Interim Number P&blllty(INPI The delivery of Local Number Portability {LNP)capabilities, from a wsiomer slandpoint In terms of call completion, with as lime impairment of functiodng, qualily, reliabili, and convenience as ppseible and from a carrier standpoint in ferns of compensation, through the use of existing and avallable call roullng, forwarding, and addressing capabilitfes.

1.49 Internetwork Fdlitles The physical EonnectIon of separate pleces of equipment, transmission facilitles. etc., within, between and among nehrks, for the transmlssbn and touting of exchange servfce and exchange access.

1.m e--lSDN User Part IBVP) A part of the SS7 protocot that defines calI setup messages and call takedown messages.

1.51 -Llne tnformatlon Data Base (LlDBI One or all, as the context may requlre, of the Une Information databases owned Individually by other entities which provide, among ofher things, calling card MlidaHon functionalityfor telephone line number cards Issued by CenturyTeI and other entities. A UDB also mnfalns va1Idation data for collect and tfilrd number-billed calls: be., BIlled Number Screentng. 1.52 --Llne SIde Refers to an end office switch connection that has been programmed to treat the circuit as a 1-1 line connected to an ordinary telephone station set. Une slda connections offer onty those transmission and signaling features appropdate for a mnneclion between an end office and an ordinary telephone set.

1.53 --ILocal Access and Transport Area (LATA1 A geographic area for the provision and admhlstmtion d communfeatIons service; !.e., InIratAiA or interLATA.

1.54 -Local Exehanqs Carrler ILECI Any company certified by the Commfsslon to provide local exchange telemmmunlcalions service. ThB includes the Parties to this Agreement. 1.55 -Local Exchanae Routlnu Guide WRGl The TelcordiaTechnologies reference customarily used to Identify NPA-NXX routing and homing information, as well as network element and equlpmenf deslgnation. 1.56 --Local Number Portablllty lLNPl The ability of users of telecommunfeations services to retaln, at ths Same location, existing f~lewmrnunlca!fonsnumbers without lmpalrment of quality, reliabllity. or convenience when switching from one felecommunications carrier to anoffier.

1.57 --Local Seruice Reauest ILSR) The industry standard form, whlch contains data elements and usage des, used by the Parties to establish, add, change or discomeet resold services for the purposes of competitive local services. 1.58 --Local Traffic Traffic that is oIiginated by an end user of one Party and terminates to the end user of tha other Party witfin Centuryfel’s thencurrent local serving area, including mandatory local calllng scope arrangements. A mandatory locat calling scope arrangement Is an arrangement that provides end users a local calling scope, Extended Area Service (EAS), beyond thelr bask exchange serving area. Local TrafIic does not Induds optional local calling scopes (/.a,optional rate packages that pmnlt the end user to C~WSRa local caIlhg scope beyond thelr basic exchange sewing area for an addlonal fee), referred to hereafter as ‘opuonat as‘.For purposes of this Agreement, -1 Traffic excludes Enhanced Service Provider (ESP) and Internet Sewice Provider (ISP)traffic, Including but not IIrniled to, Internat, 900.976, elc., and Internet Protocel based lung distance , telephony. However, the Parkagree that future treatment of ESPASP traffic shall be governed by Articie V, Section 3.1.

1.59 LOOPFacllRv Charse

A cbarge applied to LSRs when field work is rquired for establishment of unbundled loop service. Applied on a per LSR basts. 1 .Ea -Maln Distribution Frame [MOR The distribution frame used to Interconnect cable pairs and line trunk equipment tmnlnating on a swifching system.

1.61 Meet-Point BIlllnu {MPB) Refers to an arrangement whereby two LE& Inintry provide the transport element of a swltched access sedce to omof the LEGSend ofice switches, with each LEC receiving an appropdate share ofthe transpod element revenues as defined by the effective access tafiffS.

1.62 Mld-!%an Ftber Meet An Interconnecb’onarchitecture whereby two carriers’ fiber transrnlssion facillks meet at a mutually agreed-upon IP.

1.63 Multiple Echanqe Carrier Access Blllinq (MECADI ’ Refers to the document prepared by the Billing Committee of the Ordering and Billing Forum (OBF), whlch functions under the auspices ofthe Carrier Liaison Committee (CLC) of the Alliance for Telemmmonications Industry Solutions (ATIS). The MECAB document, publlshed by Telcordla Technologies as Special Report SR-BDS-000983, conlains the recommended guidelines for the billing of an access service provided by two or more LECs, or by one LEC in two or more states within a singfe MTA. 1x4 Multtple Exchanqe Carders Orderlnq and beslqn Guidelines for Access Services - Industry Support lntertace (MECOD1 A document developed by the Orden'ngfProvtsIoning Committee under the aUSpfCeS of the Ordering and Billing Forum (OBF), hlch functions under the auspices of the Carder Liaison Committee (CLC)of the Alliance for Te!ecommunlcations Industry Solutions (ATE). The MECOD document. pubbhed by TeImtdia Technologies BS Special Report SR-STS-002643, establishes methods for processing orders for access service which Is to be provided by two or more LECs. f .65 ---Network Interface Devlce The polnt of demarcation between the end user's Inside wiring and CenturyTel's facilities. f -66 --911 Servlce A universal telephone number wfikh gives the public direct aceess to the PSAP. Bask 911 service collects 911 caIls from one or more lodexchange switches that serve a geographlc area. The wlls are then sent to the correct autfiority destgnated to receive such calls.

1.67 --Norfh Amerlcan Numbednq Plan INANPI The system of telephone numbering employed in the United States, Canada, and Caribbean countries that employ NPA 809.

I .Ea Numberinq Plan Area [NPAl Also sometimes referred to as an area code, Is the three digit indicator wfilch Is defined by tha 'A', 'W, and 'C" digits of each 1O-digit telephone number within the NANP. Each NPA contains 800 possible N)OI &des. There are two general categories of NPA, 'Geoorauhk NfAs'and 'Nan-GewraDhfc NPW. A Geogmphlc NPA Is associated With a denned geographic area, and all telephone numbers bearing such NPA am associated with services prodded within tha1 gwraphlc area. A Non-GeogmphlcNPA, also know as a 'Service Access Code' or 'SAC Codg' is typlcalIy assodatd with a specialized telecommunications service which maybe prnvided across mulifple geographic NPA armi. 800, WO,700. and 880 are examples of Kon-Gmographlc NPk

I .69 NXX. NXX Code, Central Off Ice Code or CO Code The three digit sfitch entity lndlcator whlch Is deEned by the 'D', 'F,and 'F' digits of a 1O-dlgit telephone number Mfnthe NANP. Each NXX Mecontains 10,000 station numbers.

1.70 --Owner or Operator As used In OSHA regulations. owner Is the legal entity, including a lessee, whlch exercises control over management and record keeping functions relating to a buildlng or facility. As used In the Resource Consemtion and Remvety Act (RCRA), operator means the person responsible for the overall (or part of the) operations of a facility (see reference in Article 111, Section 44. 1.7t PartVIPartles CenturyTel andlor ALLTEL

1.72 -Pole Attachment Refers to ihe definition set foorth In Article Vllt.

1.73 ProuIder Centuryfet or ALLTEL depending on the context and which Party is providing the service to the other Party.

1.74 -PublIc Safety AnswerInq Polnt [PSAPI An answering location for 9-1-1 calls originating In a given area. A PSAP may be deslgnated as Primary or Secondary, which refers to the order In which mils are dlrected for answering. Pdmary PSAPs resppnd first: Secondary PSAPs receiva calls on a transfer basis only, and genemtly sew8 as a centralized answering location for a parficular type of emergency call. PSAPs are staffed by employees of Emergency Response Agencies (ERh) such as police, fire or emergency rnedlcal agondss or by empfoyees of a common bureau sawing a group of such entities. 1.75 --Rate Center The specirtc geographic point and corresponding geographic area that are assodated wih one or more particular NPA-NXX Codes that haw been asslgned io a LEC for its provision of Exchange Services. The geographic point is identified by a specific Vertical and Horizontal (WH)coordinata that Is used to calculate distancesensitive end user traffic tolIrom the particular NPA-NXXs assodaled wi!h the specific Rate Center.

1.76 Rlqht-of-wa y (ROW1 The right to use the land or other property of another party to place pofes, conduits, cables, other stmctures and equlpment. or to provide passage to access such structures and equipment. A ROW may run under, on, or above public or private property (induding alr space above public or private properly] and rnay Include the right to use discreta space In bulldings, buiIding complexes, or other locations.

1 .n Routlnq PoInt Denotes a hation that a LEC has designated on its network as the homing (routing) polnt for traffic that terminates to Exchange Services provided by the LEC that bear a certain NPA-NXX designation. The Routing Point Is used to calculate Wine mileage for the distancesensitive transport element charges of Switched Aceess Services. Pursuant to TelwrdiaTechnologies Practice BR795-100-100, the Routing Point rnay be an end office location, or a 'LEG Consortium Polnt of Interconmcbion.' The Routing Polnt must be In tha same LATA as the assmlated NPA-NXX. 1.78 ---Seruice Control Polnt The node In the slgnallng network to whlch Informational requesk for service handlhg, such as routing, are directed and processed. The SCP Is a reat time database system that, based on a query from the SSP,performs subscriber or applkation-speciffc service loglc, and then sends Instnt15ionsback to the SSP on how to continue call processing.

1E9 1.79 ServIce Switchha Polnt CSSPI A Signaling Point that can launch queries to databases and receiudnterpretresponses used to provide specific customor services.

I .ao Shared Transport

The physical intemffica fadllly not dedicated to any one customer, that Is used fo fransport a call between switching offtces. A central ofice switch translates the end user dialed digits and routes the call over a Common Transport Trunk Group that rides interoffice transmlssfan facilities. These trunk groups and the assoclated lnterofflce transmission iacifities are accessible by any end user (CenturyTel end user or ALLTEL end user whhcn ALLTEL has purchased unbundled Idsfitching), and ara referrEd to as "shared transport fadlltles".

I .81 Stanatinq Point ISPI A node In the CCS nehwrk that originates andror receives slgnallng messages, or transfers signaling messages from ona slgnaling link to another, or botfi.

1.82 Slanallnq Svstem 7 [SSq Tho slgnaling protocol, Verslon 7, of the CCS nehvork. based upon American National Standards Institute (ANSI) standards.

1.83 Slqnat Transfer Point (STPI A packet switch in the CCS newrk that is used lo route slgnaling messages among SSPs, SCPs and other STPs in order to set up ealis and to query databases for advanced services. CenturjTel's network includes mated pairs of regional STPs. STPs are provided In pfrsfor redundancy. CenturyTet STPs conform to ANSI T1.111-8 standards.

1.84 Subsidlaq A corporation or other legal entily that Is rnaiotity owned by a Party.

1.85 Subsequent Sewlce Order

Appried to LSRs requesting a service change to an exishg unbundled account (no CLEC transfer). For disconnect-only LSRs, no NRC will be applied.

1.86 Svnchromus OztIcal Nek:ac:k (SONW Synchronous electrical (STS) or optical channel (OC) connedons behveen LECs. I .a7 ---Swltched Access Service The offering of facifities for the purpase of the origination or termination of traffic to or from Exchange Sewlce customers In a given area pursuant to a switched access tariff. Switched Access Services Induds: Feature Group A. Feature Group E, Feature Group C, Feature Group D, 800 access and 900 access semkes.

1.88 Telcordia Technolodes A wholly owned subsidiary of Science Applications International Corporation (SAIC). Tho organization conducts research and development pro]ects lor its owners. including development of new telecommunicationsservices. Telcordia Techndogfes also providos certain centralized technical and management services for tho regional holding companles and atso provides generic requirements for the telecommunicationsindustry for products, services and technologies.

1.89 Telecomrnunlcaflons Servlces The offering of telecommunlcatIons for a fee directly to the public, or to such classes of users as to be ektively available directly to the public, regardless of the facilities used.

1.go Thtrd Party Contamlnatlon Environmental polluFon that Is not genemted by the LEG or ALLTEL but results from off- site activrfes impacting a facility.

1.91 ---Transfer of Servlce A charge appIied to LSRs, whlch involve account changes (e.g., CLEC to CLEC transfers). t .92 --Trunk Side Refers to a centrat oHice switch connection that ts capable of, and ha5 been programmed to treat the circuB as, connecting to another switching entity, for example, to another central otfics switch. Trunk slde connections offer those tmnsmtssion anti signaling features appropriate for tho connection of mitching entitles and mannot ba used for the direct connection of ordinary telephone station sets.

1.93 Unbundled Network Element (Ut40 Generally a facilily or equipment used In the provision of a Telemmmunlcations Sedce. Specific references to UNEs contained throughout His Agreement shalt be to the network elements that are to be unbundled pursuant to Article VI of this Agreement.

1.94 Undeflned Terms that may appear In this Agreement whlch are not defined. Parties acknowledge and agree that any such terms shall be construed in accordance witfi eustomaiyusage In the telecomrnunimtions industryas of the effective date of thIs Agreement. 1.95 --Vertlcal Features jlncludinq CLASS Features1 Verfical sewices and switch functionalities provided by CenturyTel, including, but not limited to: Automatic Call Badt; Automatic Recalc Call Forwardhg Busy UnelOon't Answer. Call Fobnvarding Don't Answer: Call Forwarding Variable; Call Forwarding - Busy Une; Call Trace; Call Waiting; Call Number Detivery Blocking Per Cdl; Calling Number Btwking Per Une; Cancel Call Waiting; Dlstinctive Ringin@Cal[Waifing; Incoming Call Une ldentifiwtion DeIivery; Selective Call Forward; Se1-e Call Rejection; Speed Caling; and Three Way CalfingCall Transfer.

1.96 Wlre Center A building or space wEthln a building that 50rves as an aggregation point on a LEGS network, where tmnsmisslon facilities and circuits are connected or swifched. wir8 Center can also denote a buildlng In whlch one or more Central Offices, used for ihe provislon of sxchange services and access services, are located. ARTICLE 111 GENERAL PROVISIONS t. Scope of General Pmvislons. Except as may otherwise be set forth in a particular Article or Appendix of this Agreement, In which case the provisions of such Article or Appendix shall control, these General Provisions appIy to all Artlcies and Appendices of this Agreement.

2. Term and Termination, 2.1 fen, Subject lo the termination provisions conkined in this Agreement, the term of this Agreement shall be three (3)years commencing from the Effective Date of thIs Agreement. The Agreement shall conSnue thereafter In effect for consecutive six (6) month term5 unless either Paw gives the other Party at least ninety (90) wlendardays' written notice of termhation, which termination shall be effective at the end of tha hen- current term (Terminalion Data'). In the event notice Is given less than 90 calendar days prior to the end of the current term. Ibis Agreement shall remaln In effect lor 90 calendar days after such notice Is received.

2.2 ~ast-TerrnlnationArranqemepts, Qcept in the case of terminah as a result of either Paws Default under Saction 2.3 below. or a termination upon sale pursuant to Section2.4, this Agreement shall continue ff either Party has requested negotiations for a new agreement pursuant to Sections 251 and 252 of tho Act, 0) un61 this Agreement has been replaced bya new agreement, or (ii) for up to ana hundred eighfy (180) mtendar days foIlmhg the Termhation Oale, whlchaver Is earIier. 2.3 Temfnatlon Uwn Default. Btfrer Party may termlnate this Agreement In whole or In part in the event of a default by the other Party; pmv!&dhowevef, that the non-defaulting Party notifies the defaultrng party In writing of the aIlcged default and that the defaulting Party does not cure the alleged default within sixty (SO)calendar days of reeelpt of written notice ereo of. Default is defined to Include:

(a) a Paws insolvency or the In8ation of bankruptcy or receivership proceedings by or against the Party; or

(b) a Paws refusal or failure In any material respect properly to perform its obllgations under thls Agreement, or the violation of any of the material terms or conditions of this Agreement.

2.4 Termhation Clwn Sate.

Notwithstanding anylhlng to tho contrary contalned herein, a Party may termlnate this Agreement as to a specific operating area or pcrtlon thereof of such Party if svch Party sells or otherwise tmnsfers the area or portion thereof to an entrty other than an AKliate of subsidiary of CenturyTeI. The selfing or transferring Pamshalt provide the other Party With at teast ninety (90) days' prtor mitten notice of such termlnatlon, which shall be effective on the date sp&f~edin the nobice. Notwithstanding termination of His

111.1 Agreement as to a specific operating area, thls Agreement shall remain In full force and effect In the remalnlng operating areas.

2.5 Liabilitv uwn Teminatlon. Termination of this Agreement, or any part hereof, for any cause shall not release either Party from any Ilability wfilch at th~time of termlnation had alreadyaccnred to the other Party or which Ihereafter accrues in any respect to any ad or omission mcurring prlor to the termlnalfon or from an obligation whlch Is expressly stated in this Agreement to survive leminatton.

3. Amendments, Any amendment, modification, or supplement to thIs Agreement must be in writing and slgned by an authorized representative of each Pam. The term 'thls Agreement" shall Include fulura amendments, modifications, and supptements.

4. @$lanment. Any asslgnment by either Party of any dght, obligation, or duly, In whole or In part, or of any Interest, without the written consent of the other Party shall bB vofd, except that elther Party may without consent. but with written notifications, assign all of its rights, and delegate Its obIigations, liabilities and duties under this Agreement, either in whole or in part. lo any entity that is, or that was immediately preceding such assignment, a Subsidiary or Affiliate of that Party and whlch Is the reciplent of all of tile assignor's assets that are related !o thls Agreemen!, withoul consent, but with written notifieation. The effectiveness of an asstgnment shall be conditioned upon the assignee's written assumptron of the rights, obligations, and duties of the asslgnlng Party.

5. Authoritv. Each person whose slgnature appears on thts Agreement represents and wanants that he or she has authority io blnd the Party on whose behalf ha or she has executed this Agreement. Each Party represents that he or she has had the opportunity to consult with legal counsel of hls or her choosing and has not relied on counsel of the other Party.

6. ResDonsibilitv for Pame& CenturyTel may charge ALLTEL and AUTELwill pay a deposit before CenhrryTel is required to perform under this Agreement If AUTEL has not estabiished a good payment history with CenturyTel or, through its parent corporatlon. has not rnalntalned a current Moody's bmd rating of A2 or higher. Such deposit Will be dcuhtd based on CenturyTel's estimated two-month charges to ALLTEL. Interest wilt be paid on the deposlt in accordance with state requirements for end user deposits.

7. CLECPmfile. Before orders can be taken, the CLEC Profile must be mmpleted and returned; and, 8 required, an advanced deposit paid pursuant to Section 6 above. ALLTELwill provide CenturyTel with its Operating Company Number (OCN),Company Code (CC),anti Customer Carrier Name Abbreviation (CCNA) as described In the CenturyTeI Gulde and in accordance with Industry standards. AUTEtwatrants to CenhrryTeI that it is a certified pmvIder of telecomrnunlcaUons service. ALLTELwilI document Its Certr'licate of Operating Authority on the CLEC Profile and agrees lo update this CLEC Profile as required to reflect its current certification. I. -

8. Contact Exchanue, Tho Partles agree to exchange and to update contact and referral numbers for order inquiry, trouble reporting, billing Inquiries, and information required to comply with law enforcement and other security agenclas of the government.

9. Electronlc Interfac8, Eledronlc interface Is not currently maifable.

10. Billinq and Pavment, Except as provided elsewhere In this Agreement and where applicable, in conformance with Multiple Exchange Carrier Access Billing (MECAB) gulddines and Multiple Exchanga Carriers Ordering and Design GuideIines for Amess Services Industry Support Interface (MECOD). ALLTEL and CenturyTel agree to exchange all information to accurately, reliably, and properly order and blll for features, lundons and services rendered under thIs Agreement.

10.f Back Bllling, Neitfier Party will bIll the ohsr Patty for previously unbilled charges that are for more than one year prior to the current billing date.

10.2 Oisnuh If one Party disputes a billing statement Issued by tho other Party, the billed Party shall notify Provlder in writing regarding tha nature and the basis of the dispute within six (6) mon!hs of the statement date or the dispute shall be waived. The Partres shall diligently work toward resolublon of all blIlIng Issues.

10.3 Late Pawent Charae, If any undisputed amount due on the bitling statement Is not recelved by Prwider on the payment due date, Provider shall caiculate and assess, and Customsf agrees to pay, at Pmvideh option, a charge on the past dua balance at an interest rata equal to the amount allowed by tfie appllmble NECA FCC No. 5 tariff or AUTEL FCC No. 1 tariff, in accordance with the service ordered, or the maximum nonusurious rate of Interest under applicable law. Late payment charges shall be lncluded on the next statement.

10.4 Due Date. Payment Is due aldy (30)calendar dabs following thB blll da:e. 10.5 Audita, ather Pa* may conduct an audit of the other Paw5 books anti records pertalning to the Services provided under thls Agreement, no more frequently ihan once per twetve (12)month period ("Audit"), to evaluale tha other Paws accuracy of bllhg, data and lnvulclng in accordance with thls Agreement. Such Audit shall be: 0)at the auditing Paws sole cost and expensa; and (io of a reasonable scope and dumtlon. Nohvithstandingthe foregcing, if th~Adit referenced above found previously uncorrecfed net variancm or emrs In invoices In the audtjng Pawsfavor with an aggregate value of at least fiva percent (5%) of the amounts payable lor Services or facilitias provided during the period covered by the Audit, the auditing Party may conduct one (1) subsequent audit during the same twelve (12) month period ("Subsequent Audit"). The Subsequent Audfl, if any, shall be: (i) at the audited Party's expense; and (ii) limit~iIn scope to subject amas involving any of the prior findings of lnamracios identified in the previous Audit and of a reasonable duration.

In addition, any audit (q.,both Audits and Subsequent Audits) sha!l be performed as follows: (il following at least thirty (30) Bushess Days' prior written ndce to Iha audited Party: Oi] subject to the reasonable scheduling requiremenls and limitations of the audited Pa% (iii)In a manner so as not to interfere with the audited Paysbusiness operations: and Qv)in compliance with the audited Paws security rules.

11. Bindino Effect. This Agreement shall be blndlng on and Inure to the benefit of the respective suCCeSSOE and permitted assigns of the Partles.

12. CaDaeitv Plannlna and Forecastino. Within thirty (30) days from the effective date of this Agreement, the Parties agree-to have met and developed jolnt planning and forecasting responsibiIitres,which are applicable to Interconnection Senrices.CenturyTel may delay processing AUTEL sorvice orders should the Parlies not perform obltgations as specified In this Soction 12. Such responsiblliies shaH include but are not lirnlted to the following:

12.1 The Parties will establlsh peridlc reviews of nehrrork and technology plans and will notify one another no later than six (61 months in advance of changes that would Impact &her Paws pmislon of services.

122 ALLTEL wilt furnish to CenWtyTel Information that provides for statewide annual forecasts of order activity, In-service quantity forecasts, and faciIityIdernand forecasts.

12.3 The Parties wilt develop Ioint forecasting rasponsibiliiias for frafk ulilition over trunk groups and yearly forecasted trunk quantities.

12.4 ALLTELshall nolHy CenturyTel promptly when AUTEL identifies changes grealer than ten percent (10%) to then-current foremsb oncrease or decrease] that generate a shift In the demand CUWE for the following forecasting period.

13. Cornoflance with Laws and Requlations. Each Party shaft compIy with all federal, state, and local statutes, regulations, rules, ordinances, judicial declslons, and adrnlnistrative rulings appliable to Its performance under thls Agreement.

14. Confidential Informatton. 14.1 Identification. Either Party may disclose to the other proprietary or confidential customer, technical, or buslness information In written, graphic, oml or other tangible or intangible forms ('Confidential Informatlon"). In order for informationto be considered Confidential Information under this Agreement, It must ba marked 'ConfidenGal' or 'Propdetary~or bear a marklng d similar ImpoR OraJly or visually disclosed Informationshall be deemed Confidential Information only if contemporaneously identifiedas such and reduced to writing and deIivered to the other PartywM a statement or marking of confidentiality within thirty (30)dendar days after oral or visual disclosure.

All lnformation whlch is disclosed by one Party to the olher Party In connection with this Agreement shall automatically be deemed propfietary to the disclosing Party and subject to thls Agreement, unless otherwise confirmed In writfng by the disclosing Party. In addition. byway of exampte and not lirnitatlon, all pieorders and orders for services placed by ALLTEL pursuant to this Agreement, and Information that would cOnStihlte cusfomet propdatary network Information pursuant to the Act and fhe rules and regulalions of the Federal Communldons Commission, and recorded usage data, whether disclosed by one Party to the otfier Party or otherwise acqulrd by the recipient In ths COU~SR01 iR the perf~manceof thls Agreement, shall be deemed Confidential Information for aII purposes under this Agreement and shall not be used by the other Pa* for any marketing purposes.

Nothing in ihhfs SecHon Is intended to expand or limlt to the Parties‘ obligations under Section 222 of the Act.

142 Handha. In order lo protect Confidential tnbrmalion from Improper disclosure. each Party agrees:

(a) That all ConfidentialInlormation shall be and shall remah the exclusive property of the source;

(b) To limlt access to Confidenh’al Information lo authodred employees who have a need to know lhe Confidential InfomaUon for performance of this Agreement:

(c) To keep Confidential Information wnfidenh’al and to use the same level of eale to prevent disclosure or unauthorized use of the recelved Confidential Informallon as it exerclsas In protixting Its awn Confidential Information of a simlar nature;

(d) Not to copy, publish, or disclose Confidential Information to persons not a party to this Agreement (Thfrd Persons*) or authorize anyone else to copy, pubiish, or disclose Confidential Information to others without the prior written approval d the source;

(e) To return promptly any copies of Confldenflal Information to the source at its request: and (0 To use Confidential Informationonly for purposes of fuIfilIing work or services performed hereunder and for other purposes only upm such terms as may be agreed upon bsMnthe Parties In writing.

12.3 EXCSDtlOnS. These abltgations shal not apply to any Confidential Information that was legaly In the recipient’s possBion prior to recsrpt from the source, was received in good faith from a thlrd par& not subject to a mnfiden!ial obligaljon to the source, now Is or later becomes publlcly known through no breach of confidential obllgation by the reciplent, was developed by the recipient Without the davdoping persons having access to any of the Confidential Informailon received In confidence from the source, or that Is required to be disclosed pursuant to subpoena or other process Issued by a court or admjnlstrative agency having appropriate jurisdiction, provided, however, that the reciplent shaft give prior notice to the source and shall reasonably cooperate If the source deems it necessary to seek protective arrangements. 14.4 Survival. The obligation of confidentiality and use with respect to Confidential Information disclmed by one Patty to tfie other shall survive any temlnation of this Agreement for a period of three (3) years from the date of the initial disclosure of the Confidentlal Information. If the recipient wishes to disclose the disclosing Paws Confidential Informationto a third pam agent or mnsultant, the agent or consultant must have executed a written agreement of non-dlsclcsuraand non-use comparable in scope to the terms of fils Section.

15. Consent, Where consent, approval, or mutual agreement Is requlred of a Pam, it shall no! be conditional, unreasonably withheld, or delayed.

16. Fraud. The ParHes shall cooperato with one another to investigate, minimize, and take correcwe acuon In cases of fraud; provided, however, each Party assumes responsibilityfor all fmud associated with its end user Customers and accounts. Neither Party shall bear any responsibility for, nor be required IO make adjustments to, the other Party‘s account in cases of fraud. To the extent AUTEL usas Centu~yTolservices or facilih to provide service to ALLTEL end user Customers, CenturyTel agrees to provide ALLTEL the same lave1 of fraud protection that CenturyTel provides itself with respect to such facIMa5 used to provide services to CenturyTel’s end user Customers. In Eifses of suspected fraudulent activity by an end user, at a minImum, the cooperation referenced in the above paragraph wit include providing io the other Party, upon request, Information concerning end users who tamhate services to that Partywilbout paying all outstanding charges. The Party seeklng such Infomatton Is responsbla for seutring the end wets permission to obtain such Information.

17. DIsptrte Resolution. 17.1 Altarnative to Litloation. kcepf as provided under Section 252 of the Act wilb respect to the approwl of Xis Agreement by the Cornrnlsslon, the Partles will attempt to resolve disputes arising out of or relating to this Agreement without lidgation. Accordingly, except for action seeking a temporary restraining order, an in]unction related to !he purposes of this Agreement, disputes over the interpretation of changs In law, or suit to compel compliance with thIs dispute rescluBon process, ha Parties agree to use the following aIternative dispute resoluHnn procedures with respect to any controversy or claim arising out of or relating to thls Agreement or its breach. These procedures shall apply before authoria’ng any public statement or disclosure of henature of the dispute to any Third Persons, or before filing a format wmplalnt, petition or application or before termlnation ofmy sewice, axcept as specifidly permitted In thts Agreement.

17.2 Negotiations, At the written request of a Party. each Party will appoint a knowledgeable, responsibla representative lo meet and negotiate In good faith to resolve any dispute arislng out of or relating to this Agreement. The Parties intend that these negotiations be conducted by business representatives. The location, format, frquency, duration, and condudon of thess discussfons shall be left to the mutual agreement of the representativas. Upon agreement, tb~reprasentatives may utilize other alternative dispute resorution procedures such as rnediatron to asstst In the negotiations. Discussions and correspondarm among the representativesfor purposes of these negoflations shall be treated as Confidential Information developed for purposes of semement, exempt from discovery, and shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of all Partles. Oocuments Identified In or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise discoverable, be discwered or othenvise admissible, be adrnktcd In evidence, in the arbitration or lawsuit. If the designated representatives fall to reach agreement withln thirty (30)days of the lnltial request for negofiations as to any aspect of the negotlations, either Party may terminate the negotiations and Initiate arbitration, if mutualIy agreed between tha Parties, a formal complaint, or other titigatton.

17.3 firbitration. In the event the Parties agree to arbitration, the dlsputa shall be submitted to blndng arbitration by a slngle arbltrator pursuant to the Commerclal Arbttmtlon Rules of the Ameriean AMration Asswiatlon except that lhe Parfies may select an arbltrator outside American Arbltration Association rules upon mutual agreement. Arbitratlon shal be In accordance with the procedures set out In those rules. Dtsmvery shall be controlled by the arbitrator and shall be permitted to the extent set out In this Seclton. Each Party may submit in writing to a Party, and that Party shall so respond to, a maximum of any cornblnatlon of thiwfwe (39 (none of which may have subparts) of hefollowing: Interrogatodes, demands to prduca documents, or requests for adrnlssion. Each Party Is also entitled to take tho orat deposition of one indidual of another Party. Additionat discoverj may be permitted upon mutual agreement of the Parties. The arbitration hearing shalt be cornmencd withln slxty (SO) Bustness Days of the demand for arbitration. The arbitration shall be held In a mltfuallyagreeablecity. The arbitrator shall control tho scheduling so as to process tfie mattar expeditiously, The Parties may submit written briefs. The arbitrator shall IUIRon the dispute bylssuing a written opinion *In thirty (30) BusinHss Days after the close of hearings. The limes specified in this Section may be extended upon mutual agreement of the Parties or by the arbitmlor upon a showing of good cause. Judgment upon the award rendered by the arbitmtor may be entered in any court having jurisdiction. The arbitrator shall be bound by the terms of this Agreement, and In no wedmay award exemplary or punitive damages.

$7.4 Expedited Arfillration Procedures. If the Issue !o be resolved through arbitration directly and rnateriallyaffectssewice to eithar Paws end user Customers, then, the arhltration shall be conducted pursuant to the exp&ted pmedures rules of thB Commercial Arbitration Rules of th# American Arbitration Assocfatlon (Le.,rules 53 through 57). 17.5 costs, Each Party shall bear its own costs of these procedures. A Party seeklng discovery shall reimburse the responding Party lbe costs of production of documents ([nduding search time and reproductioncosls). The Parties shall equally split the fees of the arbitration and the arbltrator.

17.6 Continuous Servlce. The Partles shall continue pmvlding seivices to each other during the pendancy of any dispute rEolution prrreedure, and the Parties shall continue to perform thelr obligadons (induding making payments in accordance with Article IV, SecHon 41 In accordance With this Agreement 18. Entire Aareement Thls Agreement, Including all attached schedures and appendices, constitutes the entire agreement of the Parties perkthing to the sublect matter of thls Agreement and supersedes all pdor agreemenls, negotiations, proposals, and representations, whether written or oral, and all contempoaneous oral agreements, negotiations, proposals, and representations concerning such subject matter. No representailom, understandings, agreements, ur warrandes, expressed or implied, have been made or relied upon In the making of this Agreement other than those specificallyset forth herein,

19. Expenses, Except as specificalty set out In this Agreement, each Pa* shalt be solely responsiblefar Its own expenses Involved in all activities related to the subject of this Agreement.

20. Force Mafeure. In the event pedomanee of this Agreement, or any obligation hereunder, is elther directly or Indlrectlyprevented, restrictd. or interfered with by reason of fire, [locd, earlhquake or likes a& of God, wars, revolution, civil commotion, explosion, acts of pubk enemy, embargo, acts of the government in its sovereign capacity, lahr difficulties, lnctuding without lirnitatlon, sfrikes, slowctoms, picketing, or iJoycotts. unavalabllity of equipment from Vendor, changes requested by Customer, or any other circumstances bsyond the reasonable controt and without the fault or negflgence of the Party affected, the Party affeclad. upon giving prompt notice to the other Pa$, shalt bo excused from such performance on a day-bday basts to the extent of such praventlon, restriction,or interference (and the other Party shall likewise be excused from performance of its obllgations on a day-to-day basts until the delay, restdction or Interference has ceased); provided however, that the Party so affected shall use diligent efforts to avold or remwa such causes of nonperformance and both Parties shall proceed whenever such caw- are removed or cease.

21. Good Falth Performance. In the performance of their obligations under this Agreement, the Park-shall act In godfaith and consistently with the Intent of the Act. In situations In which notice, consent, appmval or similar action by a Party ls permittedor required by any provision of this Agreement flncluding, without [imitation, the obllgation of the Parties lo further negotiate the resolution of new or open Issues under this Agreement), such action shall not be conditional,unreasonablywithheld or delayed.

22. Governing Law. The validity of this Agreement, the construction and enforcement of Its terms, and tho Interpretation of the righk and duties of the Parlies shail be governed by and construed tn accordance with the Telecommunications Act of 1996, appllcabla federat and {to the extent not Inconsistent therewitfi) domestic laws of the state where the 5ervices are provided or the facilities reside and shalI ba subject to lhe exclusive jurisdiction of the courts thereh.

23. Standard Practices, The Parties acknpwledge that CenbryTel shall be adopting some Industry standard practices andrer establishtng its own standard operational practices to mrious requirements hereunder applicable to the CEC industry and whlch may be added In the Gulde. ALLTEL agrees that CenturyTel may implement such practices to satisfy any CentuyTel obligations under His Agreement, to the extent that such pmcttces are not Inconslstennt with ALLTECs fights under or the provisions of this Agreement.

111.8 24. Headinos, The headings in this Agreement are in5erted for mnvenlencs and ldentifiwtion only and shalt in no way define, modify or restrict the rneanlng or Interpretation of the terms or provisions of thls Agreement

25. lndeuendent Confrador Relationshlq The persons prodded by each Party shalt be solely that Paws employees and shail be under the sole and exclusive diredlon and control of that Party. They shall not be consldered employees of the other Party for any purpose. Each Party shall remain an independent contractor with respect to the other Parly and shaIl be responsible for compliance with all laws, rules and regulations Involving, bvf not limited to, employment of labor, hours of labor, heath and safety, worklng conditions and payment of wages. Each Party shalt also be responsible for paymant of taxes, IncIudIng federal, slata and rnunlcipal taxes, chargeable or assessed with respect to Its employees, such as Soclal Security, unemployment, wrkers’ compensation,disability insurance, and federal and state withholding. Each Pa@ shall Indemnify the other for any loss, damaga, llability. clatrn, demand, or penalty that may be sustalned by reason of Its failure to comply with this provision.

26. Law Enforcement Interlam. 26.1 Except to the extent not available In connection with CenturyTel’s opemlIon of Its om business, CenturyTel shall provide seven day a weekhweniyfwr hour a day asslstance to law enforcement persons for emergency maps, asslstanee involving emergency traces and emergency Information retrieval on customer invoked CLASS services.

26.2 CenturyTel agrees to work iointlywith ALLTEL in security matters to support taw enforcement agency requlrements for taps, tracB, courl orders, etc. Charges for providing such services for ALLTEL customers will be billed to AUTEL

26.3 CenhxyTel will, In non-emergency situations, Inform the requesting law enforcement agmeles that the end-ussr to be wire tapped, traced, stc. Is an ALLTEL Customer and shall refer them lo AUTEL

26.4 Subsequent to the execution and approval of this Agreement by the Commisslon, the Parties shall establish a separate contract or authwizatianagreement specific ta the Nuisance Cali Bureau (NCB) and Secudty Control Center (SCC) for CLEC procedures, whlch will be In complance With applicable stale and federal laws.

27. Uab!lh and Indernn%y& 27.1 Indernnlfication, Subject to the Ilmftations set forth In Section 27.4 of thls Arb‘cle 111, each Party agrees to release, Indemnify, defend, and hold harmless the other Party from all losses, claims, demands, damages, expenses, suits, or other actlons, or any liabirity whatsoever, including, but not limited to, costs and attorneys fees,whether suffered,made, Instituted, or asserted by any obar pa$ or person, lor Invasion of privacy, personat Injury to or death of any person or persons, or for tpsses, damages, or destruction of property, whether or not medby 0th~~~proximately caused by the Indemnivng Paws negligence or WilIfut misconduct, regardless of form of adon. The lndernnlfied Party agrees to notify the other Parly promptly, in writing, of any written cla!ms, lawsuits, or demands tor whlch il Ls clalmed that the lndemnifyfng Party Is rosponsible under this Section and to cooperate In evely reasonable way to facilitate defense or settlement of clalms. The lndemnlfying Pamshall have complete control over defense of the WSB and over the terms of any PrOpOSed settlement or compromise thereof. The indemnifying Party shall not be llable under this Section for settlementby the jndemnlfied Party or any clalrn, lawsuit. or demand, if the lndernnifyng Party has not approved the settrement In advance, unless the Indemnifying Party has had ibe defense of the claim, lawsuit, Or demand tendered to It in writing and has failed to assumB such defense. In the avant of such failure to assume defense, the IndemnifyingParty shaft be liab!e lor any reasonable seltlernent made by the Indemnified Party without approwl of the Indemnifying Party.

27.2 End User and Conlent-Related Maim$, The Indemnifying Party agrees to release, indemnify, defend, and hold harmless the other Party, its affiliates, and any third-party provider or operator 01 facilities invohred In the provision of services or Facilities under this Agreement (colleetjvely, We 'Indemnified Party') from all losses, clalms, demands, damages, expensas, suits, or other actions, or any liibrlity whatsoever, including, but not limited b, costs and attorneys lees, suffered, made, instituted, or asserted by the Indemnlwng Paw5 end users agalnstan tndemnlfied Party arising from services or Facilities. The Indemnifying Party further agrees to release, indemnify, defend, and hold hamless the Indemnified Party from all Iosses, claims, demands, damages, expenses, suits, or other actions, or any liability whatsoever, Including, but not llmited to, costs and attorneqs foes, suffered, made, Instituted, or asserted by any third party against an Indemnified Party arislng from or In any way refated to actual or alleged defamation, libel, slander, Interference wah or misappropriationof proprietary or creative right, or any other Injury to any person or property arislng out of content transmitted by the Indemnifying Party and the Indemnified Party or sucb Paws end users, or any other act of omlssion of the Indemnified Party or such Paws end users.

27.3 DISCLAIMER, EXCEPT AS SPECIFICAUY PROVIDED TO THE CONTRARY IN MIS AGREEMENT, PROVIDER MAKES NO REPRESENTATtONSOR WARRANTIES TO CUSTOMER CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES OR FACILITIES PROVIDED UNDER THIS AGREEMENT. PROVIDER DISCLAIMS, WITHOUT LIMITATION, ANY WAFIFLANIT OR GUARANTEE OF MERCHANTABlLrrY OR FITNESS FOR A PARTICULAR PURPOSE,ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OFTRADE

27.4 Urnitation 01 Uabilitv. Each Paws liabihty for monetary damages, whether In contract, tort or otherwise, shall be limited to direct damages, which shall not exceed the monthly charge, plus any related KIstslexpenses either Party may recover. phs any cosWexpenses for Which the Parties specify relmbursementIn this Agreement for the services or facilities forth month during which the dahof liability amse. Under no circumstance shall elther Party be responsibla or liabre for Indirect, Incldental, or consequential damages, including, but not limited to, economic loss or lost business or pr06ls.

27.5 InteIlectual Proueerty, Neither Party shall have any obligation to defend, indemnify or hold harmtess, or owe any other obligation or have any liability to, the other Party based on or arising from any daim, demand, or proceeding by any third party alleglng or asserting that the use of any circuit apparatus, or system, or the use of any software, or the performance of any service or methM, or the provislon or use of anyfacifities by either Party under this Agreement constitutes direct or contributory Infringement, or mlsuse or misappropriation of any patent, copyright, trademark, trade secret, or any other proprietary or intellectual property dght of any third party.

28. Multiple Countemarb. This Agreement may be executed In muttipfa counterparts, each of whkh shall be dearned an origlnal, but at1 of whlch shall togefhereonstitute but O~Band the same document.

29. No Third Partv Beneficlaries. Except as may be specificalIy set forth In thls Agreement, thls Agreement does no1 provido and shall not be construed to provide third parties With any remedy, clalm, tiability, relmbmement, cause of action, or other right or privilege.

30. Notices. Any notice to a Party required or permitted under thls Agreement shall be in dngand shall be deemed to have been racebed on the date of selvice if served personally, on the date recelpt is acknowledged In writing by the recipient if delivered by regurar U.S. mail, or on the date stated on the recelpt if delivered by certified or registered mall or by a courier service that obtains a written receipt. Upon prior Immediate oral agreement of the Parties' designated recipients identified below, notice may also be provided by facsimBa, Interne; or electronic messaging system, whlch shall be effective if sent before 500 p.m. on that day, or ifsent after 500 p.m.. it will be eflective on the next Buslness Day foolowing the date sent. Any notice shall be delivered ulng one of tha alternatives mentioned In thls Section and shdbe dlrected to the applicable address or lnternot ID Indlcated below or such address as the Party to be notified has desfgnated by giving notice in compliance with lhts section:

If to Cenfury'lel: CenturyTel, Inc. Attention: Carrier Relations Manager - Southern Regton 100 Century Park Drive Monroe, Loulstana 71 203 Telephone number: 318138&9&@3

Facsimile number: 3f8r388-907% - . - - __ ~ - FieldCodeChanped 1

If to ANTEL: AUTEL Communlcations, he. Attention: Sumone McCarrnlck SWf Manager, Interconnection Servlces One Allied Ddve Rock, AI3 72202-2013 Teelephone number: 501/905-5934 Facsimile number: 5011405.6299 Inremat Address: suzanne.m~rmickIalltefrom

with a copy to

ALLTEL Communlcations, Inc. Attenijon: General Counsel One Allied Drive Little Rock, AR 72202-2013 Tdephona Number: 50119055081 Facshile Number: 5011905-5489 31. Protection.

1 31.1 ImDaIrment of Service. The chamtedstics and methods of opemtlon of any Fircuits, facflities or equtprnent of either Party connected with the services, facilities or equipment 01 the other Party pursuant to this Agreement shall not Interfere with or lmpalr service over any facilities of the other Patty, Its affiliated cumpanies, or its conndngand concurring carriers involved In Hs services, muse damage to as plant, violate any applicable law or regulation regarding the invasion of phacy of any wrnrnunlcatinns mriiBd mer the Part@ facilities or create hazards to the emproyees of either Party or lo the public (each hereinafter referred io as an 'Impalrment of Service').

31.2 Resotution. If either Party causes an lmpalment tn SenrIc0, the Party whose natwork or service Is being Impaired (the 'Impaired Paw shalI promp@notify the Parly muslng the Impalrment of Servlce (the 'Impaidng Paw)of the nature and location of the problem and that, unless promptly rectified, a temporary discontinuance of the use of any dtcuit, faclllty or equipment may be required. The Impain'ng Party and the Impaired Party agree io work together to atlempt to promptly resolve the Impairment of Service. If Ihe Impaldng Party Is unable to promptly remedy the Impairment of Sewice, then the Impatred Party may at its opblon temporarily discontinue the use of the affected circuit, facility or equipment.

32. Publidhr and Use of Trademarks or Service Mark% Any nnws release, public announcement, advertlslng, or any form of pubriuty pertaining to this Agreement, provision of sewices or fadlities pursuant to it, or assodation of the Parties with respect to provision of the services described In this Agreement shall be subject to prior written approval of both CenturyTel and AUTEL The Parties will submit to each other for wdtten approval, prior to publication, all such pubIicity endorsement matters that mention or display the other Part+ name andlor marks or contain language from whlch a connection to said name andlor marks may be Inferred or Irn@ied.

33. Chanaes in Leaal Resulrernents, Each Party shalt comply with all federal, state, and Iml statutes, regulations, rules, ordinances, judlcial decisions, and admlnistmke rullngs applicable to Its performance under this Agreement. The terms and conditions of tbIs Agrement, whlch were entered into as a result of private negatiation bemen Partless,and which were composed In order to effectuate the legal requirements in effect at the time thls Agreement was pmduced, shall be subject to any and all applicable statutes, regulations, rules, ordinances, judidat decisions, and admiolshtive rullngs that subsequently may be prescribed by any federal, state or local governmental authority having appropdata jurisdiction. Except a5 otherwise expressly provided hereln, such subsequently prescribed statu!es, regulalons, rules, ordhances, judldal deckions, and administrative rulings will be deemed to automatically supersede any eonflkting terms and conditions of thls Agreement. tn addition, subject to the rquirements and Iimltatlons set forth In Section 39, to the extent requlred or reasonably necessary, the Parties shall modify, in writing, the affected ten(5)and condition(s) of thls Agreement to bring them Into compliance with such statute, regulation, rd~, ordinance,]udlclal dedsion or administrative ruling.

34. Effecliue Date, Thls Agreement will be treated by the Parbles as effective (I) upn Bxxeurt'on by both Parties and (2) upon cioss of the purchase by CenturyTel of ihhe Arkansas propetties of GTE Southwest Incorporated, GTE Midwest Incorporated and GTE Arkansas Incorporated. The Parties shall promptly seek approval by the Commission in accordance with Section 252 of the Act. In the event the Commission modifies or does not approve the Agreement. the Parfies shafl amend or terminate the Agreement. as appropriate, to conform to the Commission’s order. The Parlies agree that orders for services will be submitted and accepted Immediately, as ALLTEL has an effective CLEC Profile currently on file Wih GSE

35. Reaulatorv Malters. Each Party shalt be responsibk for obtaining and keeplng in effect all Federal Communicaljons Commission, stale regulatory commlsslon, franchise authority and other regulatorj approvatsthat may be requlred in conn&on with the performance of its obligations under thls Agreement. ALLTEL wiIl reasonably cooperate with CenfuryTeI in obtaining and rnainlalnlng any required approvats lor which CenturyTet Is responsible, and CenturyTel will reasonably cooperate with ALLTEL In obtahlng and mahfalnlng any requlred appromls for which ALtTEL Is responsible.

36. Ru!e of Construction, No rule of constructton requiting interpretation agalnst th~drafting Party hereof shall eppIy In the interpretation of this Agreement.

37. Sectrnn References, Except as otherwise specified, references withln an Article of this Agreement to a Section refer to Seetlons withln that same Article.

38. OSS Performance Measurements 36.1 The Parties will provide a level of swlw to each ober With resped to services and facilities under this Agreemant in compllance with tho non-discdrnination requlrements of the Act.

38.2 The performance measurements set out In Appendix H to this Agreement delail the specific areas of performance to be tracked, reported adaudited. The results of these performance measurements shall be used to Indicate the level of quality of service Centuryiel provides to CLEC and compliance with the terms of this Agreement. Furthermore, CsnluryTel expecls to satisfy requirements for reporting and auditing as may be mandated by state raw.

38.3 The performance measurements set out In Appendix H provide for standards to measure the quality of services, elements or functions offered by CenturyTel within the following major categories:

{a) Pre-Ordering Pre-ordering activities relata to the exchange of InformatIan behveen CenturyTel and the CLEC rsgardhg current or propsed customer pr&uck anti sewlces, or any other Information required to Iniflab ordedng sf senrice. Preordering encompasses the criffcal Information needed to subrnlt a provisloning order ftom the CLEC to CenturyTet. Tha pre-order measurement reports th0 timelinesswith whlch prwrder Inquldes are returned to CLECs by CenturyTel.

(b) Ordering Odering activities include the exchange of Information behveen CentuwTeI and the CLEC regarding requests for service. Ordering Includes: (I) the subrnlttat of the service request from fhe CLEC, (2) rejection of any servlee request with errors and (3) wnflrmation that a valid service request has been received and a dua date for the request assigned. Ordedng performance measurements report on fhe timeliness with which these various activities are completed by CenturyTel. Also capbred withln this category Is reporting on ths number of CLEC service requests that generate a service order In CenturjTel's sewlce order creation SystRrn.

(c) ProvIsloning Prwislonlng Is the set of activities requlred to Install, change or diswnnect a customer's service. It Includes the functions to establish or condition physical fadiha5 well a5 the completion of any requlred software translations to define the feature functionality of the service. Provisioning also Involves cornmunlcation between the CLEC and CenturyTet on the status of a service order, Including any delay In rneeung the commitment date and the time at whlch actual completion of service Instaltation has occurred. Measurements In this category evaluate the quality of service Installations, the efficlency of tha insEaNatlon process and the timeliness of notitications to the CLEC that Installation Is mmpMed or has been delayed. (d) Malntenance Malntenaoce Involves the repair and restomt of customcr service. Maintenance functions Include the exchange of Information between CenturyTet and CLEC related to ssrvlce repair requests. tha processing of trouble ticket requests by Centuryfel, actual service restoral and tmcklng of maintenance hlstory. Maintenance measures track the timeliness with which trouble requests are handled by CenturyTel and the effectiveness and quality of the service restoral pKI C E S SI 39. Severabllitv. If any provislon of lbls Agreement Is held by a court or regulatory agency of competent jurisdiction to be unenforceable,the rest of the Agreement shall remain In full b~ and effect and shall not be affected unless removal of that provislon resuIts, In the oplnion of either Party, In a material change to thls Agreement. If a material change as described In thb paragraph OECUIS as a resub of action by a court or regulatory agency, the Parties shall negotiate In good falth far replacement language. If replacement language cannot be agreed upon withln a reasonable period, eiiher Party may notify the other of Its Intent to temlnate this Agreement witholrt penalty or Ilability for such termhation and the parties shall Initiate negotiations on a replacement agreement; provided that, during the negotiationperid, unaffected service will be continued under thls Agreement

40. Subconlractow, Provider may enter Into subcontmcts with thfrd parties or affiliates for the performance of any of Providets duties or obrigations under this Agreement. If any Party's obligations under this Agreement are performed by a subcontractor or Atfifiate, the Party subcontracting the obligation nevertheless shall remain fully responslble for the pedorrnance of thh Agreement In accordance with its terms, and shall be solety responsible for payments due its subwnbaclors or Affiliate.

41. Taxes, Any stat@or lml excise, sales, or use taxes (excluding any taxes levied on Income) resulting from the performance of this Agreement shatl be borne by the Pam upon whIch the obligation for payment is Imposed under appllcable taw, wen if the obligation to collect and remit such taxes is placed upon the other Party. The coIlacting PartyshaIlcharge and collect from tho obligated Party, and the obllgated Party agrees lo pay to the collecting Party, alt applicable taxes, except to the exlent that the obigated Party notifies the coIlecting Party and provides to the collecting Pariy appropriate documentationas CenturyTeI requfres that qualifies the obligated Party for a full or partial exemption. Any such taxes shall be shown as separate Items on appbbla billing documents bebeen the Parties. The obligated Party may contest the same In good fai!h, at ifs own expense, and shall be entitled to the benefit of any refund or recovmy, provided that such Party shall not permit any lien to exist on any asset of the other Pariy by reason of the contest. The colleccting Party shall cooperale In any such contest by the other Party. The olher Party will Indemnify the collecting Party from any sales or use Wes that may be subsequently levied on paymenis by tha other Party to the collecting Party. 41.3 iax. A charge whlch Is statutorily Imposed by the state or Imal]urisdlction and Is either (a) Imposed on the seller with the seller having the right or responsibility to pass the charge(s) on to tho purchaser and tha seIler Is responsiblefor remitting the charge(s)to the slate or local jurisdiction or (b)imposed on !ha purchaser witfi the seller having an obligation to coIlact the charga(s) from the purchaser and remit the charge(s)to the state or tccal jurisdiction.

Taxes shalt Include but not be limlted to: federal excise tax,stalw'local sates and use tax, statdbeal utility user tax, statdocal telecornmunleation axcise tax, statM~calgross recelpts lax, and local school taxes. Taxes shall not Include income, income-like, gross receipts on !he revenue of a provider, or property taxes. Taxes shall not include payroll withholding taxes unless specifically required by statute or ordinance.

41.2 FeeslReaulatorvSurcharges, A chargs imposed by a regulatov authority, other agency, or resulting from a wntramal obfigahion. In whlch the seller Is responslble or requlred to mI!d the fedsurcharge from the purchaser and tbe seller Is responsible for remitting the charge to the regulatory authority, other agency, or contraciing party.

FeeslRegulatorySurcharges shall Include but not be limited to E-9111911, E311/311, franchise fees, and Commlssfon surcharges.

42 Trademarks and Trade Names. keep! as specifically set out in this Agreement, nothlng In this Agreement shall grant, suggest, or impb anj atlthnfiiyfoor one Party to USB the name, irademarks, snnqce marks, or trado narnos of the olher for any purpose whatsoever without the other Party's written authorimtion.

43. Waiver. The faiIure of either Party to insist upon the performance of any provision of this Agreement, or to axercise any right or privilege granled to it under thls Agreement, shalt not be monstrued as a waiver of such provision or any prwisions of this Agreement, and the same shall conthe tn full force and effect.

44. Environmental Resmnslbjlity, 44.1 ALLTU is responsible lor cornpflance with all laws regarding ths handling, use, tmnsport, storage, and dlsposal of, and for all hatads created by and damagas or Injudes caused by, any materials brought to or used at the Facility by ALLTEL In accordance with Section 44.10. ALLTELwill indemnify Centuryfel for all clalms, fees, penaltres, damages, and causes of action iifhrespeet to theso materials. No substantial new safety or environmental hamrds shall be created or new hazardous substances shalI be used at a CenturyTel Facility. UTELmust demonstrate adequate tdning and emergency reswnse capabilities related to materials brought to, used, or existing at the CenbryTel Facility. 44.2 ALLTEL, Its lnvitees, agents, employees, and contmcbffiagree to Comply With such reasonable environmentalor safe@practiceslproceduras, whether or not requlred by law, as requested by CenturyTel when working at a CenturyTel Facfiity. The Parlies acknavledge and agree that nothing In this Agreement or In any of CenturyTel's practiceslpmcedures constitutes a warranty or representation by CenturyTe1 that ALLTEL's mrnpllance with CenturyTel's praeliceslprocedures, with thls Agreement or with Centuvel's directlons or recommendationswilt achleve compliance with any applicabls law. ALLTEL is responsible for ensuring that all actiwitles wnducted by ALLTEL at the FaciIily are In accordance with all appllcable federal, state, and local laws, regulations, permits, and agency orders, approvals, and authorizations relatingto safely, health, and the environment. 44.3 CenturyTel and ALLTEL shall provide to each other notice of known and recognized physicat hazards or hazardous substances brought to, used, or exIsSng at the CenfuryTel Facility. Each Party Is required to promptly provide specific notice of conditions or cfrcurnstances potentially poslng a threat of Imminent danger, including, by way of example only, a defective utility pole or significant petroleum contamhation in a manhole. 44.4 ALLTEL shall obtain and use its own environmental permlts, approvals, or Identification numbers to the extent that suh permlk, approvals, or identification numbers are required under appllcable law. If the relevant regulatory authority refusesto Issue a separate permit, approval. or identifidon number to ALLTEL after a complete and proper request by AUTEL for same, then CenturyTel's permit, approval, or ldentifimtion number may be used as authorized by law and upon prior approval by CenturyTel. In that case. ALLTEL must comply Mh all of CenturyTel's environmental, health, and safety pmdicedprwedures relating to the activity In question, including, but not llmited to, use of environmental *besf management practices (BMPJ" and selection criteria for vendors and disposal sites. The Parties acknowledge and agree that nothing in thls Agreement, use of CenfuryTel's permits, approvals, or ldontification numbers, or compfiance with CenturyTel's practkedproceduresconstitutes a representation or warranty that ALLTEL's acfivities will be In compliance with applicable laws, and such compliance or use of CenturyTel's permlk, approvals, or Identifieation numbers creates no right of action agains1 CenturyTel. 44.5 If Third Party ContaminationIs discovered at a CenturyTel FaaCility, the Party uncovering the contamlnatlon must timely noti@the proper safety or environmental authorities, to the axtent that such notification Is required byappricablelaw. If AUTEL discwers Third Party Contamlnaffon,ALLTELwjIl lmmedlately notify CenturyTel and wilt consult with CentulyTelprior to making any requird notification, unless the time requlrd for prior consultation would preclude AUTEL from complying with an applicable reporting requirement. 44.6 Centuryiel and ALLTEL shall coordinate plans or information requlred to be submitted to government agencies, such as, by way of example only, emergency response plans and chemical inventory reporting. If fees are associated with such filings, CenturyTel and ALLTELmust develop a cost sharing pmcedure, 44.7 When conducting operations In any Centugel manhole or vault area, AUTEL shall fotlow appropriate pracficeslpmedures In evaluating and managing any water, sediment, or other material present In the manhole or vault area so as to ensure mrnpllaoce With all appIicable Iaws, reguhtions, pemtts, and requirements applicable in such clrcurnstances and to ensure safe practices. ALLTEL shall not disturb building materials containing hazardous substances prior to space or paver accessibiIily. CentuIyTel must appmvo any contracts or agreements to move anaor remove the materials pdor to disturbing the building materials. AUTEL shall bo responsible for oblainlng any permit, regulatory approval, or Identifieatton number necessary for any of its operations involving the evaluation, EoltecBon. discharge, storage, disposal, or other management of mater, sediment, or other material present In a CenhrryTet manhole or vault area. CenWryTel shall not be responslble for any costs hCUV8d by AUTEL in meeting its obllgations under thls Section. 44.8 ALLTEL shall provide reasonable and adequate campensation to CenturyTel for any additional or increased costs associated With compliance with any fedsral, state, or [mal law, regulation, permlt, or agency requlrement related to safaty, healih, or the environment where such additional or increased cost Is jncumed as a result of prodding ALLTEL with Interconnection including, but not limlted to, costs associated with obtalnhg appropdate permits or agency authorizafons or approvals, remediationor response to any release or threatened reIease of any regulated substance, Investigationor testing related, and tmlnlng or notification requirements. 44.9 Activities impacting safely or tha environment of a Rtght of Way (ROW) must be hamonlzed with the specific agreement and the relationshlp between CenturyTel and the land owner. In this regard, ALLTEL must comply with any IimitatIons assmiated with a ROW, Including, but not limlted to, limitations on equipment access dua to environmental conditions (as.,wetland arms having equlpment restfictfons). 44-10 Notwithstanding Sectlon 27, with respmt to environmental responslbilily under this Section 44, Centuryfel and ALLTEL shall each Indemnify, defend, and hold harmless the other Party from and agalnst any ciaims (including, un'thout limitation, third-partyclalmms for personal Injury or real or personal property damage), judgments, damages (including direct and lndlrect damage and punltive damages), penalues, fines, forfeitures, cost, Ilabllities, interest and losses arising from or In connection with (a) the indamnltying Paws negligent or willful misconduct, regardless of form; (b) !he violation or alleged violation of any federal, state, or Idtaw, regulation, permit, or agency requirement relatlng to safety, health, or the environment or (c) the presence or alleged presence of contamination arising out of the Indsmnilying Paws acts or omlssions concerning its operations at the CenturyTel Facifity, It behg the Parties' expmss Intention that ALLTEL shall be strictly liable for tiabllities arising under pads (b) and (c) of thls Section 44.30. 45. TBD Prices, Numerous pmvizons in thIs Agreement and Its Attachments refer to pricing principles. If a provisbn references prices In BR AWchment end there 2rB no mrrespcndmg prices in such Atlachment, such pdce shall be considered 'To BR DefermIn& (TBO). With respect to all TBD prices, pdor to ALLTEL ordering any such T3D Ifem, the Parties shalt meet and confer to establish a price. If the Parties are unable to reach agreement on a price for such Item, an interim price shalt be set for such item that Is equal to the pdce for the nearest analogous item for which a price has been sstabrished (for example, H there is not an established pdce for a nonrmning charge {NRC) for a specific service, tho Parties would use the NRC for tho most analogous refail seMce for whlch there Is an eslablished price). Any tntorim prices so set shatl be subject to rnodifmtion by any subsequent dedslon of the Commlssion. If an Interim pdce Is different from the rate subsequently established by tho Comrnlssion, any underpayment shall ba paid by AUTEL to CsnturyTel, and any overpayment shafl be refunded by CenhrryTel to AUTEL, withln forty-five (45) Business Days after the establishment of the pdce by ths Commission.

111.17 The monthly recurring and non-recurring rates and charges for UNEs and the resale discount for resold sedces set forth In the applicable Appendices to MsAgreement and the Resale Agreement between CanturyTel and ALLTEL rResale Agreement") are subject to change andlor modiffcatlon In accordance with tbis provision. Neither Party may Initiate a proceedlog to change ths nates or resale discount specified In thls Agreement or the Resale Agreement until at [east twelve (t2) months after the date upon which GTE closes the sale and transfers to CenturyTel the exehange(s) hat are the subject of tbis Agreement. Subsequent to such Welve-month period, either Party to thls Agreement or the Resale Agreement may Initiate a proceeding beforethe Cornrnisslon seeking to change the rates and charges andlor resale discount. If, as a result of such a proceeding, the ratedcharges andlor resale discount specified in ihii Agreement or the Resale Agreement shalt be deemed to have been automatically amended by the CornmIssion order becomlng final, blnding, and nonappealable, and such amendment shall be effective retroacfively to the date SIX(6) months pdor to the date on which tha Party Initiated the proceeding. The Pail& will heupany resulting over- or under-billing withln forty-five (45) Buslness Days following the date on whlch ths applicable Commtsslon order becomes final, blnding and nonappealable. ARTICLE 1V GENERAL RULES GOVERNING UNBUNDLED ELEMENTS

1. G en B ral ,

General regulations, tams and conditions govemfng rate appllwtfons, technld parameters, service availability, definlfions and feature Interactions, as described In the appropriate CenturyTel intrastate local, tolt and access tariffs. apply to retail services made avalhble by CenturyTel to ALLTEL for UNEs provided by CenluryTel to ALLTEL, when appropriate, unless othenvise specified In thls Agreement. As applied to senn'cas or UNEs offeredunder this Agreement, the tam 'Customef contained In the CenturyTel Refail Tariff shalI be deemed to mean 'AUTEL'a5 defined in thls Agreement.

2.0 LiabilItv of Centurv'TeI, 2.1 lnaoollcabllitv of Tariff L!abMv, CenturyTel's gaoaral liability, as described In the CenhlryTd Retafl Tariff, does not extend to ALLTEL'S Customers or any other third party. Liability of CenhlryTel to ALLTEL resulting from any and all ~u5esarising out of selvices, facilities, UNEs or any other Ilems relating to thls Agreement shall bB governed by the liability provisions contalned tn thls Agreement and no other liabilitywhatsoever shall attach to Cenluryiel. CeoturyTel shall be lhble for the lndivtdual sehiees, facilities or elements that It separately provides to ALLTEL and shall not be Iiabls for the Integration of components cornblnd by AUTEL.

2.2 Po Uabilitv for ALLTEL Errors. CentutyTet Is not liable for mlstakes attributable to ALLTEL or Its agents or subcontractors that appear In Centuryiel's Iistings, 911 and other information databases.

3.0 Unauthorized Chanoes. 3.1 Procedures. If ALLTEL submlts an order for unbundled elements under this Agreement In ortier to provide service to an end user that at the time tho order Is submitted Is obtaining its local services from CenturyTet or another LEC uslng CenturyTel unbundled elements, and the end user notiEes CenturyTel that the end user did not authofize ALLTEL to provlda 1-1 exchange services to the end user, ALLTEL must pmdde CentyTel With written documentation of authorization from that end userwithln thirty (30)Business Days of notikation by CenluryTal. If AUTEL cannot provide wiKm documen:akn of authorization within such time frame, ALLTEL must within three (3) Business Days thereafter:

(a) noljfy CenturyTel to change the end user back to the LEC providing service to the end user before the change to ALLTEL was made; and

(b) provide any end user Information and bIlIing records AUT= has obtained relating to ha end user to the LEC previouslyserving the end user; and

[c) notify the end usar and Centuryfel that the change back to the previous LEC has been made.

Furthermore, CenturyTel will bill AUTEL fm dollars ($50.00) per affected line to compensate CentutyTet for switching the end user back to the odginat LEG. 4. Immct of Pavment of Charqes on Sedce. ALLTEL Is sorely responslble for tha payment of all charges lor all services, facilihs and elements furnished under this Agreement, Including, but not limited to, calk originated or accepted at Its or its end users' service Iccations. If ALLTEL fails to pay when due any and all charges billed to ALLTEL under thls Agreement, lndudlng any late payment charges (colfecthly, 'Unpaid Charges'), and any or all such charges remain unpald more than forty-five (45)calendar days aftor the bill data of such Unpald Charges excepting previously disputed charges for whlch AUTEL may withhold payment, CenturyTeI shall notify AUTEL in writing that it must pay all Unpald Charges to CenturyTel withln swen (7) Bustness Days. If ALLTEL disputes the billed charges, I! shall, withln said seven (7) day period, Inform CenturyTel In writing of whlch portion of the Unpaid Charges It dlsputes, Induding the specific details and reasons for the dispute, unless such reasons have been praviously provided, and shalt ImmediateIy pay fo CenturyTel all undisputed charges. If ALLTEL and CenturyTel are unable, withln thirty (30) Business Days thereafter, to resolve Issues related to the disputed charges, !hen either ALLTEL or CenturyTel may file a request for alfiltmtion under AMe Ill of this Agreement to rasolve thase Issues. Upon resoluIon of any dispute hereunder, if AUTEL owes payment It shall make such payment to CenturyTel wilh any late payment charge as sped% In under McleIll, Section t0.3, from the original payment due date, or as specified In any final, binding arbitration award. If ALtTEL owes no payment, but has previously pald Centuryiel such di5puted payment,then CenturyTel shall credit such payment Including any late payment charges. If ALLTEL fails to pay any undisputed Unpaid Charges,ALLTEL shall, at ils sole expense, withln five (5) Bushess Days notify Its end u5ers that thelr service may be disconnected for AlLTWs fairure to pay Unpald Charges, and that its end users must sekt a nwprovider of local exchange service. CenturyTel may discontinue service to AUTEL upnfailure to pay undisputed charges as provided In this Section 4, and shall have no Ilaabilily io MTELor ALLTEL's end users In the event of such disconnection. If ALLTEL falls to provIde such notificatlon or any of ALLTEL's end users fall to select a nnw provider of services withln the applicable fime padcd, Centur)riBt may pm*delod exchange services to AlLTECs end users under CenturyTeSs applikable end user tariff at the then current charges for the sewices being provided. In fils circumstance, otherwise applimble service estabfishment charges will not apply io ALLTEL's end user, but will be assessed to ALLTEL

5. Unlawful Use of Service. Sem'ces, facilities or unbundled elemenls provided by Centuryiel pursuant 10 this Agreement shall not be used by ALLTEL or its end users for any purpase in violation of law. ALLTEL, and not CanturyTel, shall be responsible to ensure that AUTEL and as end users use of services, facilitia or unbundled elements provided hereunder comp!y at al times with all applicable laws. CenturyTel may refuss to furnish service to ALLTEL or disconnect particular services, facilities or unbundled elements provided under this Agreement lo ALTELor, as appropdate, ALLTEL's end user when (i)an order is Issued by a court of competentjurisdiction finding that probable muse exists to berleve that the use made or to be made of the service, fadlities or unbundled elernenfs is prohibited bylaw, or (ii)CenturyTel is nomed In writing by a law enforcement agency acting withln its IurisdIction that any facilily hmished by CenturyTel is belng used or will be used lor the purpose of transmitting or receiving gambling informaiion In interstate or forefgn commerce In violation d law. Termhation of service shall take place after reasonable notlce Is provided to ALLTEL or as ordered by the court. If Iacilities hava been physically disconnected by law enforcement officials at tfie premises where located, and if mere is not presented to Centurnel the written finding of a mud, then upon request of AUTELand agreement to pay resforal of service charges and other applicable sewice charges, CenluryTel shall promptlyresfore such service. 6. Procedures For Preorderinu. Orderino. Pmvisfonino. Etc. Certain procedures for preordering, ordering, provisioning, maintenance and billlng for many of these funcuons are governed by the Centuryfel Guide. tn accordance with Artld~HI, Section 6, CenturyTel will not process unbundled network etement odes until the ALLTEL Profile has been completed and returned; and, if required, an advanced deposil patd.

7. Leper of Authodzation 7.1 CenturyTel wiIl not release the Customer Service Record (CSR) cnntalnhg Customer Proprietary Nehwrk Information (CPNI)to ALLTEL on CenturyTel end user customer accounts unless ALLTEL first provides to CenturyTet a written Letter of Authorization (LOA). Such LOA may be a blanket LOA or other form 8greed upon behveen CenluryTel and ALLTEL authodzing tha release of such information to ALLTEL or If state or federal law provides othemiso, In accordance With such law.

7.2 An LOA Will be required before CenturyTel Will process an order for ServIces provided In cases In whlch the subscriber currently recekes Exchange Service from CenturyTelor from a local service provider other than ALLTEL Such LOA may be a blanket LOA or such other form as agreed upon between CenturyTel and ALLTEL

8. Customer Contacts, Except as otherwise provided In lhIs Agreement or as agreed to In a separate Wting by ALLTEL. AUTEL shall provide the exclusive interface wih AUTEL's end user Customers In connection with the marketing or offering of ALLTEL services. Except as otherwise provided in thls Agreement, In thoss instances In whlch CenturyTel personnel are requlred pursuant to thls Agreement to Interface djrectly with ALLTECs end users, such personnel shall not Identify themselves as reprosenling CenhrryTel. All forms, business cards or other business materials furnished by to ALLTEL end users shall be generic In nature. In no event shall CenturyTel personnel acting on behalf of ALLTEL pursuant to his Agreement provide information to ALLTEL end users about CenbryTeI products or sewices unless otherwise autfiorired by ALLTEL ARTICLE V INTERCONNECTIONAND TRANSPORT AND TERMINATION OF TRAFFIC

1. Services Covered bv Thls Article. 1.i Twes ofServices, Thls Article govorns the prouislon of inter-nehvork fadMes {/.e., physical interconnection services and facilities), Meet-Polnt Billing (MPB) by Centuryfel to ALLTEL or by ALLTEL to CenbryTel and the transport and termination and billing of Local, IntraIATA Totl, optional EAS trafflc and jointly provided Interexchange Carrier (lxc) access between CenturyTel and ALLTEL The services and facilities described in thls Article shall be referred to In fits Article Vas the ‘Servfces.’ 1.1.1 ALLTEL Ini~atesorders for trunk-side lnterwnnectlon servlces by sending an ASR to CenturyTel. ALLTEL should submit ASRs to CenturyTel via facsimile or U.S. Mail. The ordedog process is described in the Cenhrryfel Guide. Thn ASR mil be reviewed by Centuryiel for valldafion and correction of errors. mors will be referred back lo AUTEL AUT= then will correct any errors that Cenbryiel ha5 Identifiod and resubmlt the request to CsnturyTel through a supplemental ASR.

2. Billing and Rates. 2.1 Sewice Orderino. Service ProvislonInq. and Bibha. AILTELwiIl order services for Interim number portability directly from CenturyTel via facsimile or U.S. Mall. The foIlowing describes generally the processes Centuryfel will use for ordering, provisloningand bilhg for Interconnection facifities and services. Except as specifically provided otherwise In this Agreement, servim ordering, pmvislonlng, billing and maintenanceshall bB governed by the Centuryfel Guide and in accordance with Industry skndatds.

2.2 Rates and Charaes. Customer agrees to pay to Provlder the rates and charges for the Services set forth In the appticable appendices to this Agreement. Centuryiel’s rates and charges are set forth In Appendix A attached to this Agreement and made a part hereof. ALLTECs separate rates and charges are also set forth In Appendix A attached hereto and made a part h8r6Of.

2.3 Biilino. Provider shall render to Customer a bill for interconnection servlces on a current basis. Charges for physical facilities and other non-usage sensltrve charges shall be birted in advanee, except for charges and credils associated with the inltiat or final bills. Usage sensltive charges, such as charges for termination of Local Traffic, shall be billed in arrears. ALLTEL Is rqulrad to order trunks pursuant to Sectlon 4.3.3 of thls Article. E4 Billinq Specifiealigns, The Parties agree that billing requirements and outpub will be conslstent with the Telcordia Technologies Billing Output Specifications (BOS). 2.4.1 Usage Measurement: Usage measurement for caIls shall begin when Answer Supervision or equivalent Signaling System 7 (SS7) message is received from the terminating oflico and shall end at the time of call disconnect by the calling or called subscriber, whichever occurs fist.

2.42 Mlnules of use (MOU),or fractions !hereof,shall not be rounded upward on a per- call basis, but wil be accumulated Over the billing perid. At the end of the bilBng period, any remalnhg fracuon shall be rounded up to the nearest wholo mif~ute10 arrive at total billable minutes for each tntemnnedon. MOW shall be collected and measured in mlnutes, seconds, and tenths of seconds.

3. Transwrt and fermlnation of Traffic, Traffic to be Exchanaed. The Parties shall reciprrrcally Lermlnate LmL IntralATA Toll, optional USand jolnfly provided IXC traffic (or other traffic the Parties agree to exchange) orlglnating on each otheh networks utilizing either Direct or lndlrect Network Interconnectionsas pmvidd herln. To thls end. the Parties agree that there will be hteropembility between their . networks. The Parties agree to exchange tmMc assodatedwith third party LE&, CLECs and Wlreless Service Providers pursuant to the compensation armngement specjiied in Sectlcn 3.2 herdn. In addition, the Parks will notify each othor of any antidpated cbange In traffic to bo exchanged (e& traffic type, volume).

The Parties have not agreed as to whethar and to what extent compensation Is due either Party lor exchange of ESPASP traflic. CentuyTel's posion is that the FCC cannot divest Itself of rate setting jurisdiction over such tmtfic, that such traffic is Interstate and subject to Part 69 principlas, and that a spectfic Interstate mle element sh4dbe established for such traffic, The FCC has Issued a NPRM on prospeclive treatment of ESPASP Tratfie. Nevertheless, ~thoutwalving any of its rights to essett and pursue its position on Issuos ralated to ESPASP Traffic,each Partyagrees, solely for tha purposes of faeifitating the completion of Ws Agreement pendIng further regulatory action on these Issues, that until such hues are resotved, or either Party determines lhat it Is belng rnaterialty harmed, the Parties shall exchange and track ESPJSP Tmmc but no compensation shall be pald for ESPASP Traffic exchanged between the Parties anti nsahar party shall bII1 the other for such traffic. At such time as the FCC. or the appropriate state jurisdiction if authority is propedy delegated to it by tha FCC, rasolves the issue of mmpensauon for termInaUon of ESPfiSP Tratfic Io a final, nonappealable and blnding order upon the Parlles and this Agrement, the Parlies will meet to discuss whether any further negotiations are required at that time as a result of the status of the applicable law on this issue. This agraement not to mmpensatB for ESPASP Traf~c,shaIl in no manner whatsoever establlsh any precedent, rvalver, course 01 dealing or In any way evidence elrher Paws position or intent with regard to exchange andlor compensation of ESPIISP Traffic, each Party reserving all Its rights with respect to these issues.

3.2 Compensation For Exchanae Of Tmtfic, 3.21 Mutual Comnensation. The Partfes shall compensate each other for the exchange of Local Traffic originated by or termhating to the Parties' end user Customers In accordance with Section 32.2 of this Artlcle. The Parties agree to the initialstate level exempt factor representative of the share of traffic exempt from loml compensation. Thls Initial exempt factor is set forth In Appendix A. Tkls factorwill be updated quartedyh like manner or as the Parties otherwise agree. Once the traffic that is exempt from tocal cornpensationcan be measured, the actual exempt tratfic will be used rather than the above factor. Charges forthe transport and termhation of optional EAS, IntmlATA toll and Interexchange tmfk shall be in accordance with the Parties' respective Intrastate or tnlerstate access tariffs, as appropriate.

3.2.2 BI1-and-Keep. The Partles shall assume that Local Traffic originated by or termhating to the Par?&' end user Customers Is roughly balanced between the Parties unless traHlc studies IndiFate otherwise. Accordingfy, the Parttas agree to use a BI1-and-KeepArrangement with respect to termhalfon of Local Traffic only. Ether Party may request that a traffic study be performedno mor0 frequently than once a quarter. Should such traffic study indicate, in the aggregate, that elther Party is terminating more than 60 percent of the Pades' total termhat& minutes for Local Traffic, either Party may notify the other that mutual compensation will mmmence pursuant to the rates set forth in Appendk A of lhls Agreement and following such notice it shall begin and continue for the duration of the Term of this Agrement unless othenrise agreed. Nothlng in this Section 3.2.2 shall be Interpreted to (i) change compensaflon set forth In this Agreement for traffic or sem'ces other than Local Traffic, lncluding but not tirnited to, ESPASP Tmfk, Internetwork facilities, access traffic or Wrreless traffic or wireless traffic, or (ii)allow elther Party to aggregate traffic other than Local Traffic for the purpose 01 compensation under the BIband-Keep Arrangement describedIn this Section 3.2.2, except as set forth in Section 3.1 above.

3.2.3 Compensah'on for Terminatinn Access Charqes on Calls to Ported Numbers. The Parties agree that a meet point billing arrangement wilt be used to bill for terminating switched access charges associated with wIIs termhated to a ported number. Each Party will blll tha IXC's applimble switched access rate eIernents for functions providd over each respective Paws faciliffes. The Parties will . folIow any industry standards established for call record exchanges for meet polnt billing. Unhi industry standards for call record exchanges are estaliished for Interim number portability, the Parties agree that switched access termlnatlon to a ported number will be billed by the party providing interim number pOrtabililyand that tha party bllling the switched access wilt share the switched access revenun with the other Party. The Party providing interim number prtabilifyis entitled to keep the portion of coll&ed access revenue associated with tandem switchbg, bansport, and residlraVtmnsport Intemnnection charge rate eternents, as applieable. The partytermhating parted calts Is entitled to recelve tha portion of collected access revenue assdated with the end office switching rate elements. As part of thls wenun sharing arrangement, the Parties agree to compensate each other as specified In Appen6a B. 32.3.1 As part of the ravenue sharing arrangement described In Section 323 the number of Iines per ported number that are subject to cornpensaton wilt be determlned at the time the end user customer's tocat service Is changed from one party to the other. The number of lines per ported number eligible for the shared revenue arrangement described In this section will be limlled to the number of lines In sewice on the date of conversion plus a 10% grwmargln, After conversion the number of lines per poded number available for mmpensatlon can only be Increased by mutual consent of the Pames.

3.23.2As part of the revenue sharing arrangement described In Section 3.23 the Parties agree that the compensation rates may change as a result of changes In access rates, tmtlicmlurne or for other reasons and agree to renegotiate as rates if a slgnlficant event occurs. At a mlnimum, tfia Parties agree to reevaluate the rates on an annual basis.

32.3.3 The Padas agree that terminating switched access calls ported via Interim number portabifity may appear to the receivingParty to be a local dt and that the Implementationof reciprml compensation for fermlnating toea1 calls may result In overcompensation for ported switched access CalIs. The Parties agree that no charges shall be applled to the ported switched access calk as part of the local tmfic lermlnation. When the access revenue shadng arrangement described In Section 3.2.3 Is in effect, the Pattres agree to renegotiate the terminating shared access compensation rates If reciprocal compensation for local calls Is Implemented.

3.2.3.4 As part of the revenue shadng arrangement described In Section 32.3 the Pamreceiving the payments on a per llne per month bask agrees to provlde the follorn'ng information on Its Involce: Name of the end user accounts, the ported telephone numbers, the telephone numbers asslgned to tha tines In Its switch, the INP methods used, class of service, and dales of initial Installahl and dkeonneds.

3.2.3.5 Upan implementation of permanent low1 number portability, the Parties agrea to fmnsition all Interim number portabflitycustomers and belr services to permanent local number portability methods within a mutually agreed up~ntime frame and discontinue use of further Interim methods of number portabiIity.

3.3 Tandem Switchina Traffic, The Parties will provide tandem switching for traHic between the Partles' end office subtending each other's access tandem, as well as for traffic between elthe; Paws end- users and any thlrd patlywhlch Is Interconnected to the other Partpi access tandems as lollows:

3.3.1 The originating Party will compensate the tandem Party for each minute of orighated tandem switch& frafic whlch terminates to thlrd party (e.g.,other CLEC, IEC, or wireless servlce provider). The applicable rate for this charge Is the tandem transiting charge Identified In Appendix A 3.3.2 The originating Party also assumes responslbllity for compensation to the mmpany, whlch terminates the call. 3.3.3 The Parties agree to enter Info thelr own agreements with third-party providers. In the event that ALLTEL sends traffic through CenturyTel's nehvork to a third- party provlder with whom AUTEL does not have a traffic interexchange agroement, then ALLTEL agrees to Indemnify CenturyTel for any terrnlnation charges rendered by a third-party provider for such tmffic. 3.4 Inter-Tandem Switchinq, The Parties will anlyuse inter-tandem switching forthe transport and termination of tntmlATA toll tmffic orlghating on each other's network at and after 5uch time as elther ALLTEL has agreed to and fully Implemented an existing IntmlATA toll compensation rnechanlsm such as IntraIATA Temlnating Access Compensation (ITAC) or a functional equivalent thereof. The Parties will on!y use Inter-tandem switching brthe transport and tenntnation of Local Traffic originating on each other's network at and after such time as the Parties have agreed to and fulty implemented generally accepted Industry slgnaling standards and Automated Message Accounting (Ah4A) record standards which shall support the remgnltlon of multiple tandem switching events.

4. Dlreci Nehvork Interconnection, 4.1 Network Interconnection Architecture. ALLTEL may Intemnnect with CenturyTel on Its nehrrork at any of he mlnimum CurrentIy Available points requlred by the FCC. Interconnech'on at additional polnts wilt be reviewed on an individual case basls. Where the ParHes mutually agree foilowing a Bona mde Request (BFR) to dlrectly Interconnect tfIelr respective networks, interconnectionwill b~ as specified In the foIlowing subsedons. Based on the configuration,the Inslalation time line will vary considerably, however, CenturyTel Wilt work with AUTEL in all clrcumstances to Instal[ IPS Whin 120 calendar days absent extenuating clrcumstances. Inter-netwrk connection and protocol must be based on Industry standards developed conslsfent with Section 256 of the Act.

4.1.1 SubJectto mutual agreement, the ParHos may use the following types of network facility Interconnection, uslng such interface media as are Ii) appropriate to ' support the type of Interconnection requested and 0)avaflable at he facility at whlch IntwconneetIon Is requested.

A Mld-Span Fiber Meet witfiln an exlsting Centuryiel exchange area whereby the Parties mutually agree to folntly plan and engineer their facility IP at a deslgnated manhole or junction location. The 1P Is the demardon between ownership of the fiber transmlsslon facility. Each Party Is indiidualiy responsible for its incurred costs In establishing this arrangement.

A virtual or physid Expanded lnlerconnection Service (EIS) arrangement at a CenturyTel Wire Center subject to the rates, terms. and conditions contalned In CenluryTel'sapplicable tariffs.

A speclal access andlor CLEC Dedicated Transport arrangement termlnatingat a CenturyTel Wlre Center subject to ths rates, terms, and conditions wntalned In CenturyTel's appkable tariffs. These facllities wiIl meet the standards set forth In such tariffs. 4.1.2 virtual and physical EIS arrangements are governed by appropriate Cen!uryTel tariffs.

4.1.3 The Parties will rnutuatly designata at least one IP on CenturyTel's nehvork withfn each CenturyTel local wlllng area for the muting of Local traffic.

42 Compensation. The Parlies agree to the following compensationfor Inter-network facilities, depending on facili type. Only Local Tmfk and IntmlATAToil Tmfk will be used for calculation of fhts compensation.

42.1 Mid-Span fiber Meet: CenturyTel will charge speclal access (flat rated) lransport from the applicable Intrastate access tariff and will rate charges between the IP and CmturyTel's Interconnection switch. Charges will be reduced io reflect the proportionate share of the facility that I5 used for transport of traffic orfginated by CenturyTel. The tnitlal pmpnrtionate share factor for facilities IS set forth Jn Appendlx A. Thk factor will be updated qwartedy In like manner or as the Parties ofierwise agree. ALLTEL will charge transport to CenturyTel for ALLTEL lacilitlesused by CenturyTel at tariffedrates or as mutualy agreed. ALLTEL wiIl apply charges based on the lesser of: (i)the ddine mileage from tho IP to the ALLTEL switch; or (ii)the aidioe mileage from fhs CenhtryTel switch to tho serving area boundary.

4.2.2 Spocial Access andlor CLEC Dedicated Transport: CenturyTel will charge spedal access andlor switched access rates from the applicable CenturyTel intrastate access tariff. Charges will be reduced to refleet the propartionateshare of fie facility that is used for transporl of traffic orlghated by CenturjTel. The Parties will negotiate an initial factor representative of the prnportionats share of the facilities. ThIs factor wi!l be updated quartedy In like manner or as the Pariles otherwise agree.

4.3 Trunkino Seauirements. In accordance With Article 111, Sedion 12. it will bO nKcessary for the Patfies to have met and agreed on trunking availabilityand reqdremenfs In order for the Parties to begin exchanged traffic.

4.3.1 The Parties agree to establish trunk groups of sufficient capacity from the intorconnectingfacilities such that lrunking is available to any Switching center designated by either Party, Indudlng end offices, tandems, 91 1 routing switches, and directory~istancep8~t~rservice switches. The Parties wiIl mutually agree where one-way or tmFway trunklng Will be avallable. The Parties may use two-way trunks lor dellvery of Local TmMc or efher Party may elect to provklon Its omone-way trunks for delivery of Local Traffic to the o!har Party. If a Party slecls to provision Its omone-way trunks, that Party will be responsible lor Its own expenses associated wia the tmnks. 4.3.2 ALLTEL shall make avallable to CenturyTet trunks over which CenturyTel shall termhate to end users of ALLTEL-pmv%M Exchange Services, Low1 Traffic and IntmIATA toll or optional EAS Uamtlic originated fmrn end users of CenturyTel- provided Exchange Smice.

4.3.3 ALLTEL and CenfuryTel shall, where applicable, mako recipmlly avanabte, by mutual agteernant, lhe required trunk gmups fo handle different traffic types. ALLTEL and CenturyTeI All support Lhe provislonlng.of tnrnk groups that carry combined or separate Local Traffic and InfratATA toll and optional EAS tmMc. CenturyTel tequlres separate trunk groups from ALLTEL io on'gtnate and termhale IntdATA calls and to provide Switched Access Service to IXCs. To the extent ALLTEL desires to have any lXCs originate or termhate switched access haffic to or from ALLTEL, ustng Jointly provided switched acte5s facilities routed through a CenturyTel access tandem, R is the responsibiljty of ALLTEL to arrange for such IXC to ksua an ASR to CenturyTel to direcl CenturyTeI lo mute the tmfiic. If CenturyTel does not receive an ASR from the IXC, CenturyTet will Idtially route Ihe switched access traffc between the IXC and AUTEL If the IXC subsequently indicates that It does not want the tiaffic routed to or from AUTEL. CentutyTej will not route the traffic.

4.3.3.1 Each Party agrees to route tmfficonly over the proper jurisdlctioml trunk group.

V.6 4.3.3.2 Each Partyshait onlydeliver traffic overthe local Interconneetion trunk groups to lhe ofher Paws access tandem for tfiose pubIicly-diafable NX)! Codes sewed by end offices that directly subtend heaccess tandem or to those wireless service providers that directly subtend the access tandem.

4.3.3.3 Nelther Party shall route Switched Access Service traffic over local interconnecuontrunks, or Local Traffic over Switched Access Service trunks.

4.3.4 End-OfficeTrunklnq. The Parfies wilt work together to astabtish hlgh usage endoffice trunk groups sufficient to handla the greater of the actual or reasonably forecasted traffic volumes between an AUTEL end ofice and a CenturyTel end office.

4.3.5 ALLTEL and CenturyTel wilt reclproeally prouide Percent Local Usage (PLU) factors to each o!her on a seml-annual basis to identify the proper percent of bl Traffic canled on local Interconnecliontrunks. If either Pa* does not provide to the other Party an updated PLU, the previous PLU will be ubiired. The Pariies agree to tha Initial PLU factor as set forth In Appendix A.

4.3.6 Reciprocal tmfIic exchanga arrangement trunk connectlons shall be made at a OS-1 or multiple DS-1 I~vvel,OS-3 (Synchronous Optical Network (SONEQ where technlcaliy available) and shall be IoInUy engineered to the appropdate Industry grade of service standard 8.01 or B.005.

4.3.7 ALLTEL and CenbryTel agree to use diIlgent efforts to develop and agree on a Joht Intnrconnection Grooming Plan pr8SChbhg standards to ensure lhat the reciprocal tmmc exchange arrangement trunk groups are rnalntahed at the appropriate industry grades of sehrice standard 3.01 or B.005. Such plan shall ahinclude mubaIly-agre& upon default standards tor the configuration of all segregated trunk groups.

4.3.8 SS7 Common Channel Signaling will be used to the extent that such technolcqy Is avallable. If SS7 Is no! available, MulWrequency Signaling (MF) will be used as specified.

4.3.9 The Parties agree to offerand provide to each other BaZS Wended Superframe Format (ESF) fadHes, where avallable, capable ol volce and data traffic transmission.

4.3.1 0 The Parties will support Intercompany 64kbps clear channel Wfim available.

4.3.1 1 Odes between the Partles to establish, add, change or disconnect trunks shall be processedby use of an Access Servlce Request (ASR), or another industry standard wventually adopled to replace the ASR for lodservice ordering.

4.4 Trunk Foremstinq, 4.4.1 The Parties will develop joint forecasting of trunk gfoups in aceordance with Article Ill, Section 12 lntemrnpany forewst information must be provided by the Padas to each other GCRa year. 73s semi-annual forecasts will include:

v-7 4.4.1.1 yeady forewsted trunk quantities for no less than a Wyear period (current year, PIUSone year); and

4.4.1.2 the use of fl CLCIU-MSG codes, which are described in Telcordia Technologles document BR 795-100-100; (ii] dmit iden!ifter desas described In BR 79540-100; and oil) Trunk Group Sarial Number (TGSN) as described In BR 751-100-195.

4.4.2 Description of major network projects that aHed the other Party will be provided with tire sernl-annual forecasts provided pursuant to Section 4.4.1. Major network projects Include, but are not fimM to, trunklng or network rearrangements, shifts In anticipated traffic patterns, or other activitles by elther Party that are reflected by a significant Increase or deCf8a5e In tnlnktng demand for the following foremsting period.

4.4.3 Partles will meet to review and reconcile their forecasts If helr respective forewsts differ sfgnfhntly from one another.

4.5 Trunk Facilib Under-Utilimtion. At least onca a year the Parties shall exchangs trunk group measurement reports for trunk groups terminating to the other Party's oehvork. In addition and fmm time to time, each Party will determine the required trunks for each of the other Paws frunk groups from tho prnvious 12 months' servlcing data. Required trunks will be based on the appropdale grade of service standard (8.01 or 8.005) or the Joint Interconnection Groomlng Plan rnfereneed in Section 4.3.7. When a condition of excess capacity is identified, CenturyTel will facilitate a review of the trunk group exisllng and near term (3 to 6 months] traffic requirements wilh tha customer for possible network elficiency adjustment.

4.6 Network Redesiqns Inlhted bv Cenfuwiel, CenturyTel will not charge AUTEL when Centu~yTelinitiates its own netwrk redesignslreconfigumtIons.

4.7 htereonmccfionCallino and Called Scopes for the Access Tandem Interconnection and tho End Mfiee Intemnnectlon. 4.7.1 CenturyTel Access Tandem Interconnection calllng scope {odginating and terminating) Is to those CenturyTet end offlces whlch subtend the CenturyTel access tandem to which L~Bconnection is made except as provided for in Section 3.3 of this Article V.

4.7.2 CentutyTel End OIfice Interconnection caIling scope (originating and tenninatlng) is onty to tha end office and its remotes to which the connection Is made.

5. Indirect Network Interconnection, Neither PartyshalIdeliver traffic destined to terminate at the other Paws end office via anomer LEGSend office. In addition, neither Party shall deliver traffic destind to temlnate at an end office subtending the other Paws access tandem via another LEGS accw tandem until such time as compensation arrangementshave been established In accordance with this Article V, Sections 0 and 3.4.

V.8 6. Number Resources. 6.1 Number Asslanment. Nothing In thIs Agreement shall be conslrued to, in any manner, limlt or otherwise adversely impact ALLTEL's tight io employ or to request and he assigned any NANP number resources Including, but not limited to, Centrat Office (NXX) Codes pursuant lo the Cenkat Office Code Assignment Guidelnes. Any request for numbering resources by ALLTELshall ba made directly to the NANP Number Plan Admlnisfmtor. CeniuryTel shalt not be responsible for the requesting or asslgnment of number r~urcesto ALLTEL The Parties agree that disputes arising from numbering assignment shall be arbitrated by the NANP Number Plan Adrnlnlstrator. ALLTEL shall not request number resources to be asslgned to any CentuiyTel switching entity.

6.1.1 Each Party shall be responsibk for notifying ils customers of any changes In numbering ordiahg arrangements to indude changes such as the introduction of new NPAs or new NXX des. Each Party is responsible for administering NXX codes assigned to It

6.2 Rate Centers. For purposes of compensatlonbehveen th~PaAe5 and the ability of the Parb'as to appropriately apply thelr toIl rates to thelr end user customers, ALLTEL shall adopt the Rale Center areas and Rate Center points that the Cornmisston has approved for the ILECs and shall assign whole NPA-NXX codes to each Rate Center.

6,3 ROUcnQ POfnk, ALLTELwilt also dwfgnate a Routing Point for each assigned NXX &e. AtLTEL may designate one location within each Rate Center as a Routing Potnt for ma NPA-NXX assdatedwith that Rate Center: alternativelyALLTEL may designate a singla locatron within one Rate Center to sewa5 the Rolrb'ng Point for all the NPA-NXXs asdated with that Rate Center and with one or more other Rate Centers served by ALLTELwithln an exlsting CenturyTel exchange area and LATA

6.4 Weand Numbers Admlnftration, The Parties wilt comply with code admlnishation requirements as prescribed by the FCC, the Comrnlssfon, and accepted Industry guidelines.

6.5 Pmarammina Switches. It shall be the responsibility ofeach Party to program and update its own Swathes and network systems pusuant to the Locat Exhange Routing Guidn (LERG) to recognize and route traffic to the other Paws assigned NXX codes. Neither Party shall impose any fees or charges whatsoever on the other Party for such activiifes.

7. Number Portabiliw (NPL 7.1 Interim Number Porlabilitv (INPL Each Party shall provide the other Party with service provider number portabirrty a5 an INP option for the purpose of atlowing end user Customers to CbangB sawice-providing Party * without changlng their telephone number. The Parties shall pror3de service provider number portability lo each other using remots all forwarding rRCm andlor direct Inward dialing (DID). The requesting Party wilt provide Iforward to* telephone number that Is within the same Wire Center. 'The CenhlryTel rates for INP sewice using RCF are set out In Appendix B aftached to this Agreement and made a part hereof. ALLTEL shall provide INP to CenhiryTel at the rates specified forALLTEL in Appendix 8.

If a Party wishes to use DIrect rnward OIafing (DID) to pmvlde INP to Its end-users, dedlcated truck group Is required between heCenturyTel end otfice where the OLD numbers are sewed Into Ihe CLEC switch. If there are no exlstIng facilities between CsnturyTel and the CLEC, the dedlcated facilities and transport trunks wiIl be provislonftd as switched access or unbundled service using the ASR provisioning procass. The requesting Party will reroute the DID numbers to the prepositioned trunk group using an Locat Service Request (LSR). CLEC may purchase DID trunk service from Centurnel's tariff.

7.2 Local Number PortabIlitv (LhIP& 721 The Parlies agree that they shall develop and deploy number portabilityIn accordance with the Act, such blndlng FCC and state mandates, and Industry standards, as may be applicable.

72.2 T~BParHes agree that alt INP 8CCOUnts will be converted to WP within a reasonabk period of time alter tho converslon of a swith to cornmerclalty amilable LNP. and ma! a reasonable period of time is 90 days or as otherwise negotiated.

7.2.3 New requests for tNP wilt not be allowed in a switch once WP has been deployed in that switch.

8. YeaPPoint Billing (MPBL 8.1 Meet-Folnt Armaments. 8.1.1 The Parties may mutually establish MP3 arrangements In ordar to provide Switched Access Services b Access Service customers via a CenturyTel access tandem in accordance with the MPB guIdeIlnes adopted by and contained in the Ordering and Billing Forum's MECAB and MECOD dmuments, except as modified herein and as described in Section 3.23 for Interim Portability.

8.1.2 Except In instances of capaclly lirnitatio~,CentutyTel shall permit and enable ALLTI3 to subtend the CenturyTet access tandem(s) nearest to the ALLTEL Ratlng Polnt(s) associated with the NPA-NXX(s) tdfmm which the Switched Access Sewices are homed. In instances of capacity limitation at a ghren access tandem, ALLTEL shatl be ailowed to subtend the naxt-nearest&nluryT~l access tandem In which sufficient capacity Is available. 0.1.3 Interconnection for the MPB arrangement shall mrat the IP.

8.1.4 Common Channel Slgnating shalt be utilized in mnjuncPon with MPB arrangements to the extent such stgnalhg Is resfdent In the CenturyTeI access tandem switch.

8.3.5 AUTEL and CenturyTel will use diligent efforts, individually and cotlectively, to rnalntatn provisions in thdr respective federal and state access tariffs, andror provisions within the National Exchange Carrier Asda~on(NECA) Tariff No. 4, or any successor tad, sufficient to reflect this MPB arrangement, lnctuding MPB percentages.

v.10 8.1.6 As detaikl In the MECAB document, ALTEL and Centuryfel Will, In a timely fashfon, exchange all informationnecessary to accurately, reliably and promptly bill Access SeNice customers for Switcbed Access Services tmfficjoInHy handled by ALLTEL and Centuryfel via the meet-pointarrangement. Information shall be exchanged in Exchangs Message Record (EMR) format, on magnetlc tape or via a mutually acceptable Uectronlc File Transfer profocol.

8.1.7 ALLTEL and CenturyTel shait work cooperatively to cwrdinate renden'ng of Meet- Point bills to customers, and shall reciprocally provide each Other usage data and related Information at the appropriate charge.

8.2 Comoensatlon. 8.2.1 Initially, bilfing to kessServlce customers for the Switched Access Sedces IoinUy provided by ALLTEL and CenturyTeI via ths MPB arrangement sha!l be according to the multiple-bill method as described In the MECAB guIde8nes. This means each Party wifl bill the portion of service It provided at the appropriate tariff, or price Iist.

8.2.2 Subsequently, AlLTEL and CenluryTel may mutually agree to Implement one of the following options for bllfing to thlrd parlies for the Switched Access Services jotntly provided by ALLTEL and CenturyTel via the MPB arrangement single- bilVsingle tariff method, shgle-bifllmultipletariff method, or to continue the multiple-bill method. Should either Party prefer to ehwga among these bllling methods, that Party shalt notify the other Party of such a requast in writing, ninety (90) Business Days In advance of the date on which such change Is desired to be implemented. Such changes then maybe made in accordance with MECAB guldelines and if the Parties mutually agree, the change will be made.

9. Common Channel Slanalinq, 9.1 Service DescdoGon, The Parties will provide Common Channel Signaling (CCS)to onB another via Stgnaling System 7 (557) network IntercannWon, where and as available, In the manner specified In FCC Order 95-187, In conjunction with all traffic exchange trunk groups. SS7 slgnaling and transport senrices shatl be provided by CenturyTel In accordance wi!h the terms and conditions of this Section 9 of this Ariicle. The Parliss will cooperate on the exchange of all appropriata SS7 messages for local and intm!ATA call sef-up slqnaling, Includlng ISDN User Part (ISUP) and Transadon Capabilities Application Part (TCAP) massages to facilitate full Interoperabilityof all CUSS Features and functions beween their respective networks. Any other SS7 message services to be providd uslng TCAP messages (such as data base queries) will be jolnUy negotiated and agreed upon.

9.2 Sknalinu parameters. A!l SS7 signahg parameters will be provided In wnjunetion with tmmc exchange trunk groups, where and as available. These parameters Include Autornak Number Identification (ANI), Calling Party Number (CPN), Privacy Indicator, calling party category Information, odgloating line Information, charge number, etc. Also Included are all parameters relating to network slgnallng Intomation, such as Carrier Information Parameter (CIP), wherever such Information is needed for call routing or billing. CenturyTet will prodde SS7 via GR-394-SS7andlor GR-317-SS7 format(5). 9.3 Privacv Indlcators. Each Party Will honor all privacy indicators as required under appficable law.

9.4 Connection Throuah Slanal Transfer Point ETPt ALLTEL may Interconnect with CenturyTel's STP(5) serving h8 LATA in whlch the tmtfic exchange hunk groups are Interconnecld. Such Interconnection shall be negoUated and contraded with CenturyTeI SeMce Group, LLC.

9.5 Thlrd Pam Sionalina Providers, ALLTEL may choose a thltd-party SS7 slgnaling provider to transport messages to and from the CenturyTel SS7 network. In that event, that thlrd prlyprwider must present a letter of agency to CenturyTel, prior to the testing of the interconnsctlon. authorizing the thlrd party to act on behalf of ALLTEL In tmnspom'ng SS7 messages to and from CenturyTel.

9.6 Mulii-Frwuencv Siqnalinq, In the case where CCS Is not available, In band Multi-Frequency (MF), wink stari, E & M channel assoclated dgnaling with ANI will bs prodded by the Parties. Nehvork signaring Information, such as CIClOtZ, will be providd wherever such Information Is needed for dlrouting or billing.

IO. Each Party shall provide a 24-hour contact number for Network Traffic Management Issues to the athefs network suweillanca management center. A fax number must abbe provided to fadlitate event nobitications fur planned mass calllng events. Additionally, both Parties agree that bey shall work cooperatively that all such events shall attempt to be conductad In such a manner as to avold degradabn or loss of ssfviceto other end users, Each Party shall malntaln the capability of respectively irnplementlng basic protective controls such as 'Cancel Wand %all Gap.'

v.12 ARTICLE VI UNBUNDLED NWOAKELEMENTS

On January 25,1999, the Supreme Court of the United States issued Its decision in AT&T v. Iowa UliMes Board, 119 S. Ct 721 (19SS). Among other thlngs, the Court vacated the FCC's llst of unbundled network elements (UNEs) set forth In qule 51.319, hotding that the FCC falled to appw the Act's 'necessad or "ipalT standard In creating its list On Novernbsr 5,1999, the FCC issued an order stablishing a new Rule 51.319 that refleets a new list of UNEs [the*UNE Remand Order), On December 9,1999, the FCC released a sepamte order that adds the hlgh frequencyporlionof the local loop, or'line sharing," io this list (the'tine Sharing Order"). Wih the exception of dark fiber loops, subloops, Inslds wire, packet switching, dark fiber tmnsporl, access to the calling name,93 1 and E9t 1 databases, access to loop qualificailon informationand line sharing (collectivdy, the 'additional UNEsT, Be UNEs estabrished by the FCC In Its new Rule 5t.319 pursuant to the UNE Remand and LIne Sharing Orders became effective February 17, 2000. With the exception of line sharing, tbe Additlonal UNEs became effective May 17,2000. CenturyTel may not be able fo make line sharing awibble as a UNE before June 6,2000.

Ordering, provislonlng, billing and maintenance of UNEs will be governed by tho terms of this Agreement and Its Appendlees. CenWryTe1 will provide UNE offerins pursuant to thb Artrcie only io the extent they are Currently Available In Centuflel's nehuork CenturyTet will not construct nnw facilities to offer any UNE or combination of UNEs.

NoW'thslanding anything to the contrary in this Article, CenturyTel does not waive, and hereby expres5ty rosewes, its rights: (a) to Eharlenge the legatity of Rule 51.319, the UNE Remand and Una Sharing Orders andror any other related FCC orders or rules; @) to appeal the FCC pricing rules; (c) to assert or continue to assert that certaln provislons of the FCC's First, Second, Thkd and Fourth Report and Order in CC Docket No. 96-98 and olber FCC orders or rules a10 unlawful, Illegal and Improper: and (d) to bke any appropriate action, including, without limihtion, requiring retroactive pricing adjustments relating to the offering of UNEs and UNE comblnations, based on the outcome of any of the aclions or challenges described In subparagraphs (a)-(c) above or any other actions.

The UNEs, indudlng comblnations of UNB, hereunder shatl only be made avallable and shall onty be used for the provision of Telecommunlca~onsService, as that term Is defined by the Ad

2. DescriDtion of UNE Offerinus,

2.1 Individual UNEs.

CenturyTel will provide AUTEL with the following UNEs pursuant to this ArtIcte: 2.1.1 tom1 Loops. The focal loop UNE Is defined as the tmnsmlssion facility (or channel or group of channels on such facility) that extends from a Main OistribuHon Frame (MDF), or its equivalent, In a CenturyTet end oftice of wire center up to and including he loop 'demarcation pofnt", including lnslde Wire owned by CenturyTel. The Imp dernarcatlon polnt is that polnt on the loop facility where CenturyTel's ownership and control ends and the subscriber's ownership and control begins. Generally, loops are provisioned as 2-wire or 4- wire copper pais nrnnlng from the end office MDF to the subscriber's premtses. However, a loop may be provided via other means, including mdlo frequencies, as a channel on a hlghcapaclty feederldistn'bution facilitywhfch may, In Ium, be distributed from a node location to the subscribe^'^ prernlses via a wpperor coaxial drop or other facility. The twp Includes all features, functions and capabllilies of such tmnsmlsslon facilities, IncludRg m~centu~(~tu~T~~~elJwm~.E~- 6% VEt attached electronics (except those electronics used for the provision of advanced services, such as digital subscriber line access multiplexers ("OSLAMs"))and fine conditionhg. 2.1.1.1 Twes of Loops. The types of unbundled [oops made available to ALLTEL under thls Article are:

2.1.I .1.1 T-Wlre Analog Loop" is a voice grada transmission facilitythaf is suitababra for transporting analog vote slgnals behveen approximately 300-3000 Ht,with loss not to exceed 8.5 db. A 2-wire analog fwp may include load coils, bridge taps, ate. Thls facility also may Incfude arrier derived facility components (;.e., paIr galn applications, loop wncenfratoFslmuItiplexe~).This type of unbundled loop is commonly used lor local dial tone servlces. CenturyTel does not guarantee data modern speeds on a 2-wire analog loop. In addition, Centuryfel does not guarantee CLASS features will perform properly on a 2-wire analog Imp provlsloned over subscriber analog carrier.

2.1.1.1.2 "4Wlre Analog Lmp'confoms to the characten'stles of a Wire volce grade looD and, in addition. mn support slmultaneous independent transmission In both dlreet'ons. CenturyTel does not guarantee data modem speeds on a 4-wire analog loop. In addition, CenturyTel does not guarantee CLASS features will perform properly on a 4-wire analog loop provisioned owsubscriber analog carrier.

2.1.5.1.3 %-Wire Digital Loop" Is a transmisslon facility capabla of transporting digital sign& up to 160 kpbs, with no greater IOSS than 30 db. end-to-end. measured at 40 kHt At ALLTEL's request, line extendon equipment may bB added, In which case loss will be no greater than 76 db. at 40 kHz (ISDN-BRI). When utilizing ADSL technology, ALLEL Is responslble for limiting the Power Spectral Density (PSO) of the signal Io levels specified in Clause 6.13 of ANSI 11.413 ADSL Standards.

2.1.1.1.4 '&Wire DIgltal Loop' Is a transmission facility that Is suitable for the transporf of digital signals al rates up to 1.544 Mbps. Four-wire digital loops are only provisioned on copper facilites. When a +wire digital Imp is used by ALLTEL to provision HOSL fechoology, the insertion lass, rneasur6d between lOOW terminallon at 200 kHz, in whlch case loss should be less than 34 db. the DC resistance of a single wire palr should not exceed 1300 ohms. 21. -1.5 "DS-I Loops" will suppott a digltal transmlsslon mte of 1.544 Mbps. The DS- 1 loop will have no bridge taps or toad coils and will employ spedal line Ireztmenf. OS-1 trrops will include mlds?=n line repea!ers *;,bere required, oKce terminating repeaters, and DSX cross canneck.

2.1. .1.6 'OS4 Lmps"WnI support the transmisslon of isochronous blpoyar sedar data at a rate of 44.736 Mbps. The DS-3 loop provides the equivalent of 28 DS-1 channefs and shall Include the electronics at either and.

2.1.1.t.T %ark Fiber Loopfmnsist of fiberaat has not been actimted through connection to the electronics thatrighr it. and thereby render It capable of canying communications servfcB. In accordance with Rule 51.319[a)(l), CenturyTsl will not make dark fibar loops avallable as an UNE before May 17, 2000. Upon written request by AUTEL or CenWryTe!, the Partles shall engage In further good faith negotialions regarding the Irnplernentatlon of dark fiber as an UNE. 21.2 Sublooos. The subloop UNE Is defined as any portron of the loop, including Inside wire, that Is technically feasible to access at the drop pedestal, cross connect box and pair gain In CenturyTel's oulskle plant In acmrdance with Rule 51.319(a)(2), CenttrryTet will not make subYoops avallable as an UNE bsfore May 17,2000. Upon written request by AtLTEL or Centuflel, the Parties shall engage in further gcd faith negotiations regarding the Implementationof subloops as an UNE

2.1.3 Inside WkQ. The Inslde wire UNE Is defined as ai[ loop plant owned by CenturyTel on an end user Customer premises as far as the point of demarcation. In acurrdance with Rule 51.319(a)(2), Centuryiel wilt not make inside wire available as an UNE before May If, 2000. Upon written request by ALLTEL or CenbryTe!, the Parties shall engage In further gcd faith negotiations regarding fhe implemenlation of Inside wire as an WE.

2.1.4 Network Interface Oeviee (NIDI. The NID UNE Is defined as any means of interconnection of the end user Custorneh inside wiring to CenhlryTel's distribution plant. To gain aEEeSS to an end user's inside wiring, ALLTEL may connect Its own loop directly io CenturyTel's NID where ALLTEL uses Its own facilles to provide Idservice to an end user formerly served by CenbryTel, as long as such direct connection does not advesely affect CenturyTel's n em rk . 2.1.5 Loml Circuit Switchlnq. The Iodclrcuit switching UNE Is defined as: 0)line-side facilities, whlch include, but are not limited to, the connectlon between a loop termination at a maln disfribu!ion frame and a switch line card; (ii) trunk-side facilities, whicb indude, but are not limited to, the connection bshveen trunk termination at a hunk-lde cross-connect panel and a switch trunk card; and flil) ail features, functions and capabiriies of the switch. CanturyTel reserves the right not io provide dmit switching and shared lransporf as a UNE under ths drcumstances described In Rule 51.319(~)(2).

21.5.1 Masof Local Circuit Switehtnq. At ALlTEL's request, CenturyTet will make available the following types of Circuit Switching as UNB.

21.5.1.f finaloo Una Side Po@. An analog line side port1 is a tine side switch connectlon used to provide basic residential- and business-type exchange se m'ces.

2.1.5.1.2 ISDN BRI Disital Line Slda Port. An ISDN BRI digltat line slde port Is a basic rate interlace (BRI) llne slde switch connection used to provide ISDN exchange sehrices.

2.1 5.1.3 Coin Ltne Side Part. A coin fine side port is a line side switch connection USBd to provide COlO S&C8S.

21 51.4 DS-1 Oiqital Tmnk Side Port. A OS-1 dlgltal tmnk slde port Is a trunk slda switch connection used to prodda the equivalent of 24 analog incoming trunk

w.3 ports.

2.1.5.1.5 ISDN PRI OIailal Trunk Side Pqrf. An ISDN PRI digital trunk slde port is a primary rate interface (PRI)tnrnk slde switch connection used to provide [SON exchange services.

2.1.6 Local Tandem Switchlnq. The local tandem switchlng UNE is defined as: (i) trunk-connect faeilIfes, which Include, but are not limited to, the connection between trunk termination at a cmss connect panel and switch trunk card; (ii)the bask switch trunk funcHon of the connecting trunks to trunks: and (iii) the func~onsthat are centmiized in tandem switches (as disunguished from sepamto end office switches).

2.1.7 Packet Switchchtnq. The packat switching UNE Is defined as the bask packet switchlng function of rolm'ng or forwarding packets, frames, cells or other data units based on address or other routing Information contained In the packels, frames, cells or other data units, and the functions that am performed by the DStAM. Centuryiet resewes the tight not to provide packet switching as a UNE under the drcumstances described tn Rule 5$.319(c)[5). In accordance with Rule 51.319(~)(5),CenturyTet will not make packet switching available a5 an UNE before May 17,2000. Upon written request by ALLTEL or CenluryTel, IhR Pad= shall engage In further gwd faai!h negotiations regardlng the Implementationof packet swikhing as an UNE 2.1.8 Dedlmted Transwrt. The dedicated transport UNE Is defined as CenturyTel Inlerofke transrnisslon facilities, including alt technically feasible capacily-related services, Including, but not limlted io, OS9 ,OS3 and OCN levels, dedicatw to a particular Customer or carrier. that provide telecommunications behveen wire centers owned by CenturyTel or ALLTEL. between switches awned by CentuFjfet or ALLTEL

2.1.9 Dark fiber Transpart. The dark fiber transporl UNE is defined as CenturyTel optical Interoffice transmission facilities without attached multiplexing, aggregation or other electronics. In accordance with Rule 51.319(d), CenturyTel will not make dah fiber avallable as an UNE before May 17,2000. Upon written request by ALLTEL or CenturyTe!, the Parbes shall engage in further good faith negotiations regarding the implementationof dark fiber transport as an UNE,

2.1.10 Sttarad Transoofl. The shared transport UNE Is defined as Interofficetransmission Iacilities shared by more than ona carrier, induding Cenbry'Tel. batween end office switches, between end office switches and landern switches. and between tandem switches, In CenturyTel's network. Shared transport (ako known as common transport) provides the shared use of interoffice trunk groups and tandem switchlng that are used to transport srvitehed traffic, oriainatlng or terminating on a CenturyTel pod, bchvecn central office switching entities. Shared transport will Indude tandem witching if CenturyTel's standard nehvprk configurntion tnctudes tandem routing for tmmc beween these points. Shared transport is provided automaticallyIn conjunction with pori and local clrcuit switching. CenturyTel reserves the right not to prwide circuit switching and shared transport as an WEunder the circumstances described in Rule 51819(c)(2). 2.1, .11 Sianatins Nenhrorks. She slgnaling network UNE Is defined as access to CenturyTe! slgnaling networks and signalng transfer plnts. SS7 fransport and sfgnaling shall be pmiddin accordance with tba terms and conditrons of a separately executed agreement, or vla GTOC Tariff FCC No. 1. 2.1.12 Service Manaaement Svstems. The service management system dalabase system UNE Is defined as a computer database or system not part of the public sfitched network that: (i) Interconnects to the senrice control point and sends to that servico control point tho InformaHon and call processing lnstructlons needed for a network Switch to process and cornp[eta a telephone call and (ii) provides telecurnmunlations carders With the capability of enten’ng and storing data regardlng the processing and completing of a felephone call.

2.1.13 E.The OSS LINE is defined as operations support system functions consisting of preordering (including nondiscn’rnhatory access to lh~same detailed Information about twp - qualiffcalion Information that Is available to CentuvTel), ordering, prwislonlng, maintenance and repalr, and billing functions supported by Cenluryiel’s databases and Information. In accordance with Rule 51.319(g), CenturyTel Will not make the loop quallfication Information available as an UNE before May 17,2000. Upon written request by ALLTEL or CanturyTel, the Parties shalt engage In further good faith negotlasons regardlng me hplernenta~onof such Informatlon as an UNE. 2.1.14 Una Sharinq. The line sharing UNE Is defined as the frequency range abova the volceband on a copper loop facility that Is belng used to carry analog circuit-switched wiceband tmnsrnlsslons. Upon written request by ALLTEL or CenturyTel, the Parties shaft engage In further good falth negotfaflons regardlng, and take all reasonable steps necessary to ensure, the Implementation of line sharing as an UNE In accordance with para. 161 of the Urn Sharing Order, Cenhlryiel may not be able to make Une Sharing available as an WEbefore June 6,2000.

2.2 Comblnations. CenhrryTel wilt offercomblnationsof UNEs (WE-P) where the elements are atready cornblned in CenturyTel’s network, subJectto the limitations, requirements and restrictions of applicable law, including, without limitation, Rule 51.319, ha Line Shan’ng Order, the UNE Remand Order and the Act. CenturyTel is no longer requlred to provide OWAa5 a UNE where CenturyTel offers customized routing. Nevertheless, CenturyTe! will confinue to provide OWAbased on market rates (see Appendix C) until the Parties negovate a separate OslDA agreement, tn tha alternative, ALLTEL can obtain an alternative provider. In addition, ALLTEL may not use any UNE cornblnalion as a substitute for special access service pending the FCC‘s resolutlon of this lssua In its Fourth FNPRM In CC Docket No. 9698. ALLTEL shdl not have physlcal access to the combined UNEs in Centuryiel’s prernksas. However, ALLTEL may use UNE combinations to provide locat exchange service, in addition to exchange access service, to a particular Customer. The following are not offered In UNE-P arrangements: (a) Frame Relay; {b) ATM (c) ADSL; and (d) AIN. ALLTEL may order the following standard UNE- Ps pursuant to this Article: 2.2.1 UNE Basic Analog Voice Grade Platform, whlch conskits of:

2.2.1.1 UNE 2-Wire Loop:

2.2.1 2 UNE Basic Analog Une Side Port; and

2.2.1 3 UNE Shared Transport. 22.2 UNE ISDN BRI Pfalfom, whlch conskts ok 2222.1 UNE 2-Wtre Digital Loop:

222.2 UNE ISON BRI Dlgltal Line Side Port; and 22.2.3 UNE Shared Transport. 2.2.3 LINE ISDN PRI Platform, which consists of:

2.2.3.1 LINE OS-1 LOOP;

2.2.3.2 LINE ISDN PRI Oigital Trunk Side Port; and

vI.5 22.3.3 UNE Shared Tmnsprt 2.2.4 UNE DS-1 Platform, whlch consists of:

2.2.4.1 UNE DS-1 LOOP;

2.2.4.2 UNE DS-1 Dlgital Trunk Side Porf; and

2.2.4.3 UNE Shared Transport.

3. Omrations Matters.

3.1 Orden'nq.

AUTEL will ordar services for unbundled loops and ports directly from CenturySel via facsimile or US. Mail. CentwyTel and ALLTEL will continue to participate In Industry forums for developing service orderldismnnect order formats and will Lncorporata appropriate Industry standards for PIP order, ordering and provisloning funclbns. Complete and accurate service orders must be provided by ALLTEL before a request can be processed. ASRs andlor LSRs submitted by ANTEL will be reviewed by CenturjTel for validation and conech'on of errors. Errors will be referred back to ALLTEL. AUTEL wilt then correct any errors that CenturyTel has identifiedand resubmit the request to CenturyTel through a supplemental ASWLSR.

3.1.1 Where CenturyTel incorrectly rejects a property completed LSR whlch has been subrnltted by ALLTEL, CenturyTel will waive the assdated expedited chargas through adjustment in bllting to ALLTEL. 3.2 Unauthorized Chanaes.

If AUTEL submits an order for UNEs or LINE-Ps under this Agreement In order to provide service to an end user that, at the time the order Is submitted, is obtaining iis tocat selvices from CenturyTel or another LEC using CenturyTel resold services or unbundled elements, and the end user notifies CenturyTel that the end user dld not authorize ALLTEL to provide local exchange services to the end user, ALLTEL must pmvide CenturyTel with writlen documentation of authorization from that end user withln thirty (30)Business Days of notifiwtion by Centuryfel. If AUTUcannot provide written documentation of authorization within such time frame. ALLTEL must withln three (3) Business Days thereafter:

3.2.1 notify CenturyTd to change Ihe end user back to the LEC providlng service to the end user before the change to ALLTEL was made;

3.22 provide any end user information and biliing records ALLTEL has obtalned relating to the end user to the LEC previously serving the end user; and 3.23 nofify the end user and CenturfTel that the change back to the previous LEC has been made.

Furthermore, CenturyTel will bill ALLTEL fifty dollars ($50.00) per affected line to compensate CentuiyTel for switching the end user back to the orlgbal LEC.

3.3 Letter of Authorization.

CenturyTel will not releasa tha Customer Sem'ce Record (CSR) wntatning Customer proprietary network information (CPNI) to AlLTEL on CenturyTel end user Customer accounts unless ALLTEL first provides to CenturyTel a written Letter of Aulhoriration (LOA). Such LOA may be a blanket LOA or other form agreed upon between CenturyTet and ALLTEL authorizing the release of such Information to ALLTEL or If state or federal law provldes othemise, in accordance with such law. An LOA wilt be required before CenturyTel will process an order for UNEs or UNE-Ps prodded In cases In which the subscriber currenw receives Exchange Servlcn from CenturyTel or from a local service provider other than ALLTEL Such LOA may be a blanket LOA or such other form as agreed upon between Centurjfet and AUT&

3.4 PrqviSlpnlnq.

3.4.1. CenluryTel agrees to pmvida UNEs and UNE-Fs in a timely manner. considering the need and vorume of requests, pursuant to agreed upon sedce provisioning Intervals.

3.4.2 CenburyTel shali provide power to ordered UNEs and UNE-Ps on the same bask as Centuryiel provides power to Itself.

3.4.3 UNEs and UNE-Ps will be prodded onlywhen fadities are Currently Available. If facfliUas are not Cumntfy Available, AUTEL will be notified and the order will be rejected. The determinallon ofwfiatfier or not facllitles are Currently Available will be made on a caseby- Ease hsis. ALLTEL may use ths Bona Fide Request (BFR) process to request CenturyTel to construct facilities at ALLTEL's expense. CentutyTel will use the following guidelines to determtne if facilities are Currently Available lo provislon a requested LINE or UNE-P

3.4.4 CenturyTel will not place new Interoffice facilities or outside plant feeder or distributton facilities.

3.4.5CenturyTet wilt not breach exbiting IntemfIice facllitles, oulslde plant feeder or distriblrtion facilities or central office cabling or wtring to Install naw etectronics or housing for plug-in electronic cards or modules. CenturyTel wit[ Instalt nBw plug-in cards or modules hentha housing already exists and is wlred Inlo the nelwork. 3.4.6 In certaln sjtuatlons, CenhlryTcl utilizes (or may in the Mum utirie) pair gain technology, such as lntegrat~lDlgital Loop Carrier (IDLC) or analog =mer, to provision services, and In those Instances tha following shall bo appIlcable:

(a) CenturyTel shall, at ALLTEL's request, make avalhbla to UTELthe necessary oephork layout de!ails, IndudIng, but not limited to, dwlgns, wpacifies and lilts, to enable WTEL to deiermfne in advancethose end user Customers that may be served byan IDLC loop or from a Remota Switch.

(b) When ALLTEL owns or manages its own switch and requests an unbundled Loop to b~ termhated on ALLTEL's switch anti the requested loop is being sewed by Centuryiel's IDLC or Remota Switching technology, CenturyTeI will, where available, provide the requested unbundled Loop(s) via a spare, exlsting physid copper palr or a unhrersal digital loop Earn'er unbundled Loop at no incremental addltionat charge to ALLTEL. If, however, no spare unbundled Loop Is available, or at ALLTEL's option, ALLTEL may request aRemative provlslonlng to allow ALLTEL to provislon service to end users.

Promptlyfollowing any ALLTEL request for prwisianing under this pamgraph, the Parlies agree to cornmenco development of network and technology plans to implement the requested provisioning. If the Parties do not reach agreement on any aspect of provisioning, Including, but not lirnlled to, pricing, costs, design and timing, either Party may Invoke the Dlspute Resolution Process contained in Artide 111, Paragraph 17.

(c) All prospective digital line carrier deployment by Centuryiet shall be provisioned with multiple switch hosting capability,

vE7 (d) All prospective construction and design of remote termhals and Noriel Outslde Plant Modules by Centuryfel shall be collocation- and cross conneciion-cornpatible to enable subloop unbundling.

3.4.7 In most circumstances, Cenfury7eI will Install drops and NlDs to mnneet outside plant facilities to an end usefs prernlses to provlde a UNE loop. CenturyTd will use the same procedures it uses to determlne when a drop would routinely be instalki for a CenturyTel Customer to determine if a drop will be installed for a UNE Imp. Drops will not be installed when conditions such as excessive lenglh. ske of cabte or use of fiber optIw would requlre ConturyTel outside plant construction personnelto instaIl the drop.

3.4.8 Centuryfel will not install new switches or augment switchlnq capaeily.

3.4.9 CenturyTel will not indall new software or activate software requlring a new right to use fee In switching equipment. CenhryTel wiIl activate software thal Is cuaentIy loaded in a switch but is not In use.

3.5 The Bona Fide Request (BFR) process shall be used when ALLTEL requests certaln services, features, capabilities or functionafities defined and agreed upon by the Pariles as sewices to be ordered via BFR. The following guidelines shalt apply to the EFR process.

3.5.1 A BFR shall be submitted in wifing by ALLTEL using the BFR Form found at Appendix G and shall specifically Identify the need to Includs technical requirements, space requirements andlor other such spedfieations that clearly define the request such that Ccnturyiel has suffident Information to analyze and prepare a response. Accordingly, Centuryiel will accept a BFR to address a facilify shortage (e.g., channelized laciliios) that affects multiple end user Customers. fhe BFR wit1 be furaugmentation of the facilityand should include sufficient information to Identify all the affected customers. However, In no case should the BFR process be lnlerpretd to replace or supplement CcnturyTel's repalr or maintenance process.

3.52 ALLTEL may cancel a BFR in wriffng at any time prior to ALLTEL and CenturyTel agreelng to price and availability. Centuryiel will then cease analysis of the requ&

3.5.3 Within fire (5) Buslness Days d CenturyTel's receipt of the BFR, CenturyTel sharl acknowledge In writing its reccdpt of same and identib a single pein! of conlad and any additional information needed to process the request.

3.5.4 Except under extraordinary drcumstances, withln twenty (20) Business Days of CeniuryTel's recclpt of the BFR, Centurjral shall provide a proposed price and availabifity date, or CentufyTsl will provlde an explanab'on as to Wny Centuryfei efecfs not lo meet ALLTWs request. In cases of extraordinary circumstances, CenturyTel will Inform ALLTEL as scun as it realizes that it cannot meet the twenty (20) Bushess Day response due dato. AUTEL and CenturyTel will then detemlne a mutually agreeabla date for receipt of the proposed price and availability data.

3.5.5 Unless ALLTEL agrees otherwise, all proposed prices shall be consistent with the pricing pindples of the Act, FCC andlor Commission. Payments for services purchased under a BFR will be made upon delivery, unless otherwise agreed to by ALLTa In accordance Witfi the appllwbh provisfons of this Agreement.

3.5.6 Upon aflirmative response from CenturyTel, AUTEL will submit in writing within fiV8 (5) Business Oayi Its acceptance or rejection of CenhrryTel's proposal. If at any time an agreement cannot be reacbed as to Ihe terms and conditions andlor price of the request that CenturyTel has agreed to meet, the DIspute Resolution procedures described In Arh'cle 111 may be used by a Party to reach resolution. Upon ALLTEL's acceptance of the quote,

AR~CenturuUnlt(C~T~~l~l~~~.~- 6'B ma such service shaIl be made available to ALTEL not more than ninety (90) calendar days after receipt of accephnce.

3.6 Connections. 3.6.1 With the excepblon of shared transport, the LINES specified ahve may be directly connected to AUTEL faciIitIes or to a third-party's facilities designated by ALLTEL to the extent technlcaHy feasible. Direct access to loops, port and local switching, and dedicated tmnsport that terminate In a Centuryfet wlre center or oVler CenluryTel premtses must be aeeornpfished via a coilomtion arrangement In that wire center or premise. In drcumstances where collcmtion mnno! ba accornpIished in the Wire center or premise, the Parties agree to negobta for posslble alternative arrangements. Removal of existing cable pairs required for AUTEL to connect service Is the responsibility of AUTEL

3.6.2 In order to mHmIre adverse effects to Centuryfel's network, tfie following prmedures shal apply regarding NIO connection:

3.6.2.1 When connech'ng its own loop faciliiydlrectly to CeoturyTel's NID for a residence or business Customer, ALLTEL must make a clean cut on the CenturyTel drop wire ai the NID so that no bare wire is exppsed. ALLTEL shall not remove or disconnect Cenhrflel's drop wire from the NID or take any other action hat mtght cause CenturyTel's drop Wire to be lafl lying on the ground.

3.6.2.2 At multi-tenant Customer locations, ALLTEL must remove the jumper wire from the distribu!ion block (be., the NID) to the Cenfuryfel cable termination block. If UTEL cannot galn access to the cable termination blmk, ALLTEL must make a clean cut at the closest polnt to the cable termlnaffon block. At AUTEL's request and discretion, CanturyTel will determine the cabla pair to be removed at the NID In multi-tenant locatfons.

3.6.2.3 CenturyTeI Iwp elements [eased by ALLTEL will b~ rqulred to termlnate onty on a CenturyTel NID. If ALLTEL leasing a CenturyTet Iwp wants to connect such loop to a ALLTEL NID, AUT= also will be required to lease a CenturyTel NID for fhe direct loop temlnation and effect a NID-lo" cross connection. 3.6.2.4 Rather than connecting l!s own loop directly to CenturyTel's NID, ALLTEL also may elect to Install Its own NID and affecta NlD-bNID cross connection to galn access to the end u5ets Inslde wiring.

3.6.25 If AUTEL provides Its own lwp faalities, ALLTEL may eket to move alt Inslde Wire termlnated on a Centuryfel NID to one provided by ALLTU. In this instance, a NID- tc-NIO cross connection will not be required. ALLEL, or the end user premise owner, can elect to leave the disconnected Centurjiel NID In place, or to remove the Centuflel NID from the premises and dispose of It entirely.

3.62.6 CentuyTe! agrees to offer its NlDs to ALLTEL for lease, but not for sale. Therefore, ALLTEL may remove CenturyTel identification from any CenturyTel NID to which It connects a ALLTEL loop, but ALLTELshall no1 place its ow Identification on such NID. 3.7 Conditlonlnq.

At AUTEL's request, and for the &arge(s) descnion Appendix C, CenturyTel will mndition those tines that are unbundled pursuant to this Arb'cle to remove load coils, bridge taps, low pass filters, mnge extandam and other devices to allow such lines to be pmvjslooned in a manner that wilt allow for me transmission of digital signals required for ISDN and AOSL services, or, in the case of analog lines, to meet specific tmnsmisslon parameters (e.g., Type C,Type DA. Improved C). Oedlcated transporl may be conditioned for OS-I clear channel capability.

3.8 Lina Testinq.

Upon ALLTEL's request, and for the charge@)described on Appendix C, Cenhlryfel will test and report trouble for all features, functions, and capabilities of condi~onedtines, subject to all of the following limitations and condiffons:

3.8.1 Such testin0 must be technlcalIy feasible. 3.8.2 II ALLTEL has directly connected its facilities to a loop, CenWryTel will not perlorm roufine tasting of the loop for maintenance purposes. ALLTEL wit[ bo required lo perform Its own testing and notify Centurytel of service problems. CenturyTel will perform repair and maintenance once trouble Is Idedified by ALLTEL If the loop Is combined with dedicated transport. ALLTEL wilt not have accoss lo the twp In the wire cenler. In this case, CenturyTel will perform routine testing of the loop and periom repair and maintenance once trouble is Idsnt5ed.

3.8.3 All loop facflitles prodded by CeniuryTd on the prernkses of ALLTECs end uses, up to the network interface or demarcation point, are the property of CenturyTel. CanturyTel must have access to all such facilities for network management purposes. CenturyTel employees and agents may enter said premlses al any reasonable hour to test and inspect such facilities in conjunclfon wilh such purposes or, upon termfnation or cancellation of the Iwow to remove such facility.

3.8.4 If ALLTEL leases loops that are condiioned to transmit digitat signals, as part of that wnditionlng, CenturyTeI will test tha loop UNE and provide recorded test resulfs to ALLTEL In maintenance and repair cases, ii loop tests are performed. CeniuryTel Will provide any recorded readings lo AUTEL at the time the trouble ticket is closed In the same manner a5 Century7el provides the same to itself andlor Its end users.

3.9 Loop lnterferencg and Maintenance.

If ALLTEL's deployment of senrice enhancing technology intederes with existing or planned senrice enhancing technologles deployed by Centuryfel or other CECs In the same cable sheath, Centuryfel will so notify ALLTEL and ALLTEL will immediately remove such Interfering technology and shall reimburse CenturyTel for all costs and expenses Incurred related to thls Interference. When AUTEL provides Its own loop and connects directty to CenturyTel's NtD, CenturyTel does not have he eapabifity to perform routine maintenance. ALLTEL can perform routtna rnalnknanca vla its loop and Inform CenhryTel once tha trouble has been lsolaled io the CenturyTel NtO and Centuryiel wit1 repalr (or replace) the NIO. or, at ALLTEL's option, efiect a NID-~PNIOcross connection, using the CenturyTet NID only to galn access to the inside wire at the Customer location.

4. Financial Matters,

4.1 Rates and Chames.

The monthly recuning charges (MRCs) and non-recurring charges {NRCs) applicable for the UNEsand UNE-Ps,and relaled senrlces madB available under thls Artide, are set fortb In Appendix C atiached hereto and made a part of thIs Artlde. Compensation arrangements for the exchange of switched traffic between ALLTEL and CenturyTeI when ALLTEL uses a Centuryfel port, local switchlng and shared transport shall be as set forth In Appendix C. 4.2 m.

CenhrtyTel will utilize its service order billhg system to produce the required bills for UNEs ordered via the LSR process. ThIs includes NlOs, loops, [oopscomblned with port, pork and local switchlng and shared transpoh Summary bills are available by local operating company. Timing of messages appllcable to CenturyTel's port and circuit switching UNEs (usage-sensitiva services) wilt be recorded based on originating and termlnafina access. CenturyTel will utilize CABS to produce the required bllls for UNEs and UNE-Fs ordered via the ASR process. Thls includes dedicated transport and loops comblned with dedimted transport. Incollects are calls that ar0 placed uslng the services of CenturyTel or another LEG or local senrice provldsr and biIled to a UNE port, INP number, or WPnumber dALLTEL OutcoIlects are calls fhat are placed using a AlLTEL UNE port and bllled to a CenturyTel line or the line of another LEC or local service provider. Examples of an lncollec! or an outcollect are collect, credit card calIs.

4.2.1 lncalleets and Otrfcollects.

Incollects and outcollects will be sentlreceived vla the CMOS nefwprh and processed In accordance with the proeedwes adapted by the ravenue accounSng oftice.

4.3 Measurement of Odohatina Usaae.

CenturyTel shall record usage data origlnah'ng from ALLTEL Customers that CenturyTet records with resped to its own retall Cuslomers, using services ordered by ALLTEL On UNE port accounts, CenturyTet will provide usage In EMR format per exisPng file exchange schedules.

4.4 Measurement of TarmlnaGna Usaae.

Both Parties wiil provIde originating recodngs to the other Paw forthe compensationof termhating usage for both local and IntralATA trafic. The Parties will work cwpemtivelyto establish contact names and phone numbers for pmesslng of these records.

4.5 Switched Aceess Usaqa.

CenturyTel will provide MTELswitched amssusage records (ALIRs) In EM1 Category I1 format for those UNEs whlch contain thls switched access usage component. ALLTEL agrees to follow applicable Industry standards for the meet-pin! billing of switched access usage as defined In MECAB.

4.6 lmmct of Pavment of Chames on Service.

ALLTIEL is solely responsible for hepayment of all charges for all services and faalitles furnished under this Agreement, Including, blrt not limited !o, cak otiginated or accepted at its or its Customers' service locations. 11 ALLTEL fans to pay when due any and all charges billed to ALLTEl under lhh Agreement, Including any [ate payment charges (collectively, 'unpaid charges'), and any or all sucb cbarges remain unpald more than foorty.five (45) calendar days after the biIt date of such unpald charges excepting praviously disputed charges for whlch ALLTEL may withhold payment, CenturyTel shall notify ANTEL lo writing that it musl pay all unpald charges to CenturyTel within seven (7) Bushass Days. If ALLTEL disputes the bIlled charges, It shall, withfn satd seven (7) day period, Inform CenWryTel In writing of whlch portion of the unpaid charges it disputes, including the specific details and reasons for the dispute, unless such reasons have been previously provided, and shall immediately pay to CenturyTeI all undisputed charges. tf ALLTELand CenturyTel are unable, withln thirty (30)Business Days !hereafter, to resohe Issues related to the dlspufed charges, then either ALLTEL or Centuryiel may file a request for arbitration under General Pmvislons of thls Agreement to resolve those Issues. Upon resolution of any dispute hereunder, if ALLTEL owes payment if shall make such payment to CenturyTel with any late payment charge from the criglnal payment due date. If ALLTEL owes no payment, but has previously paid CenturyTel such disputed payment, lhen CenturyTel shall credit such payment, including any late paymorrt charges. If ALLTEL fails to pay any undisputed unpald charges, ALLTEL shall, at its sole expense, within five (5) BusIness Days notify Its Customers that their ssrvics may be disconnected for ALLTEL's failure to pay unpald charges, and that its Customers must 5eMa new provider of local exchange SEW~IZS.CenturyTel may discontinue selvice to ALLTU. upwr failure to pay undisputed charges as provided in tfikSection 4.5 and shall have no liability to ALLTEL or ALLTEL's Customers in the event of such disconnection. If ALLTEL falls to provide such notification or any of ALLTEL's Customers fail to select a new provider of services withln tbe applkable time period, CenturyTel may provide Iml exchange sewices to ALLTEL's Customers under CenturyTd's applicable Customer tadff at the then current charges for tho services bdng provided. In this circumstance, otherwise applicable service establishmenlcharges will not apply to ALLTEVs Customer, but Wilt be assessed to ALLTEL

w.12 ARflCLE Vlt ADDITIONAL SERVICES AND COORDINATED SERVICE ARRANGEMENTS

I. Transfer of Sowice Announcements. When an end user customer transfers service from one Party to tho other Party, and does not rataln its original telephone number. ibe Party formerly providing service to the end user will provide, upon request and if such service Is pm*dml to Its own customers, a referral announcement on the odglnal telephone number. This announcement Muill provide the new number of the customer and will rernaln in effect for ths same tlme pericd lhi service Is provided to CenturyTel's own end users.

2. Mi$directed Calls, The Parb'es wilt employ the following procedures for handling any rnlsdirected ealls (e.g., Business off ice, repalr bureau, etc.):

2.1 To the extent the correct provider can be determlned, each Party will refer mlsdkected calls to the proper provider of local exchange service. When rafemng such calls, both Parties anree to do so in a coudeous manner al no charge.

2.2 For misdrrected repair calls, the Parties will provide their respective repalr bureau contact number to each other on a reclpml bask and provide the end user the correct contact number.

2.3 In responding to misdirected calls. nelther Party shall make disparaging remarks about each offier, nor shall they use these calls as a bask for Internal referrals or to solicit end users or to market services.

3. 91 llE.911 Amnqements, 3.1 Deseriotion of Servlce, ALLTELwitl InstaIl from each of tls centml offices a minimum of two (2) dedicmd trunks to CenturyTel's 91 llE-911 selective routers (be.,911 tandem offices) that serve the areas In which ALLTEL provides &change Services, for the provision of 91 llE-911 sedces and for access to all subtending PSAPs. The dedicated trunks shall be, at a mfnlrnum, DS-O levd trunks configured as a 2-wire analog Interface or as part of a digital (1.544 Mbps) Inledace In which all circuits are dedieatd to 9-1-1 tmff~c.Either configuration shall use CAMA type slgnaling with multl-frequency (MF) tones that wilt deher ANI with the voice portion of hecall. CenturyTel Will provide ALLTEL with the appropriate CLU (Common Language Location Identifier) Codes and specificafions of the tandem office serving area or the lodonof tha primary Public Safely Answering Polnt (PSAP) when there Is no 911 muting In that 91 1 distn'ct If a ALLTEL central office sewes end-users in an area served by more than one (1) CenturyTel911E911 selective router, ALLTELwilI install a minimum of two (2) dedicated trunks In accordance with this Secfion to each of such 91+i/E-911seleccfive routers or primary PSAP.

3.2 Transport, If AUTELdeslras to obtaln transport fmrn CenturyTel io the CenhrryTeI 911 selective roufeE, ALLTEL may purchase such tmnspprt from Cenfuryfet at the rates set forth In Appendix D. 3.3 Cooperation and Levet of Performance. The Pades agree to provide access to 91 1E-911 in a manner that Is transparent to the end user. The Parties will work together to facilitata the pmmpt, reliable and efficient iolcrconnection 01 AUTEL's systems to ffia 91flE-911 platforms, with a level of pehrmance that will provide the same grade of service as that which CenturyTel provides to Its own end users. To Ihls end, CenturyTel will provllde documenhtion to ALTEL showing thn correlation of ifs rate centers to b 5911 tandems at rates set forth In Appendix 0.

3.4 3 3.4.1 Bask 91 1 and E-91 1 pmvides a caller access to the appropriate emergency service bureau by dlaling a 3dIgit universal telephone number (911).

3.4.2 Where CenturyTet has a 91 1 selective router Installed In the network serving the 91 1 district, CenturyTel shall use subscriber data derived from the Autornatlc Locatlon IdenliIicaliodDaIabase Managemont System (ALUDMS) to selecctively mule tba 91 1 calt lo th~PSAP respansibla for tho call& localinn.

3.4.3 All requlrements for E-911 also apply to the use of 557 as a type of sfgnaling used on the Interconnection trunks Imm tha local switch to an end ofice or a selective router.

3.4.4 Bask 9tf and E-911 functions prodded Io ALLTEL shall be at least at parity with the support and servlces that CenhrryTel provides to Its subscribers for such similar funcBonality.

3.4.5 Bask 91 1 and E-911 access from Local Switchfng shall be provided to ALLTEL In accordance with the fdlowing:

3.4.5.1 CenturyTel and ALLTEL shatl conform to all state regulations concerning emergency servlces.

3.4.5.2 For E41I, both ALLTEL and CenturyTel shall usa their respective service order processes to update access Ilna subscriber data for transmission to the database management systems. Validation Will be dom via MSAG comparison tisted In Section 3.4.5.5.

3.4.5.3 If legally required by the appropriate jutIsdicHon. Centuryfel shall pmvide or 0verfI~w91 1 lmffic to be routed to CenturyTel operator services or, at AUTEL's discretion, dlrectly to ALLTEL operator sodces.

3.4.5.4 Basic 91'1 and E911 access from the ALLTEL local swkh shall be provided from CenturyTel to ALLTEL In accordance with the lollnWing: 3.45.4.1 If requlred by ALLTEL and Currently Amiable, CenturyTel shall interconnect direcl trunk from the ALLTEL nstmrlc to the E-911 PSAP. or to the E-911 selective routers as designated by AUTEL. Such trunks may alternatively be providad by ALLTEL

3.4.5.4.2 In government jurisdlcfions where CenturyTeI has obfigatrons under existing Agreements as the primary provider of the 91 1 System to the county (fe., 'lead telco”), ALLTEL shall participate in the provisiun of the 91 1 System as follows:

3.4.5.4.2.1 Each Party shall be responsible for those portIons of the 911 System tor whlch It has control, Including any necessary rnahtenance to each Paws portion of the 91 ISystem.

3.4.5.4.2.2 ALLTEL and CenturyTel reeognlre that the lead telco in a 911 distdct has tha responsibility of matnlalnlng the ALI database for that district. Each wmpanyrvill provide its access ha subscriber records to the database organlation of that lead telco. ALLTEL and CenturyTet will be responsible for correcting errors when nofified by either the 91 1 district or its customer, and then submitting the corrections to the lead telm. Lead ielco database respomibilihs are covered In Section 3.4.5.5 of thls Artlcle.

3.4.5.4.23 ALLTEtshall have the right to verify the accuracy of informationregarding ALLTEL customers In the AU database uslng methods and procedures mufuaIly agreed to by the Parties. The fee for thls service shaU be determlned based upon the agreed upon solution.

3.4.5.45 If a third party Is the primary servlce provider to a 91 1 district, ALLTEL shall negoEate sepamtelywith such third party with regard to tho provklon of 91 1 service to the agency. AI1 relations between such thlrd party and ALLTEL are totally separate from this Agreement and CenfuryTel makes no representations on beban of the thlrd party. \

3.4.5.4.4 If ALLTEL or Affilate Is the primary service provider io a 91 1 district, ALLTEL and CenturyTel shall negollate the, specific provislons necessary for providing 911 service to the agency and shall include such provisions In an amendment to thfs Agreement.

3.4.5.4.5 lnterconnecblon and database access shall be at rates as set forth in Appendix 0.

3.4.54.6 CenturyTel shall cornp!ywiwitfi esfabllshed, competitive!y newInfewaIs for installation of facilities.lnduding diversity requirements, e&.

3.4.5.4.7 In a resate situation, where it may be appropriate for CenturyTel to update the AU datahse, CenturyTel shall update such database with ALLmdata In an Interval no less than is experienced by CenturyTel subscribers, or than for other wrriers, whfchever Is faster, at no additional cost. 3.4.5.5 The following are Bask 91 1 and E-91 1 Database Requirements:

3.4.5.5 .1 The ALI database shalt be managed by CenturyTel, but Is the property of CenturyTel and any participating LEC or ALLTEL which pddesthek records to CentutyTel.

3.4.5.5.2 Copies of tha MSAG shall be provlded withln five (5) Buslnws Days after the date the request Is received and provided on dlskette or paper copy at the rates set forth In Appendix D.

3.4.5.53 ALLTEL shall be sofelyresponsible forproviding ALLTEL database records to CenturyTel for Inclusion In CenturyTel's AU database on a timely bask

3.4.5.5.4 CenhiryTel and AUTEL shall arrange for th0 automated input and peticdlc updating of Ihe E-911 database Information related to ALLTEL end users. Cenhrqel shall work cooperatively with ALLTEF to ensure !he accuracy of the data lraansfer by verifying it against the Master Street Address Guldo (MSAG). Centuryiel shalt accept electronlcally transmitted files or magnetic fape that conform to National Emergency Number Assoclation (NENA) Version #2 format.

3.4.5.5.5 AUTEL shall assign an E-91 1 database midhator charged with the responsibility of forwarding ALLTEL end-userALI record lnforma8on to CenturyTel or via a thlrd-party enrify, charged with ihe responsibilifyof ALl record transfer. ALLTEL assumes alf responsibility for the amracy of the data that ALLTEL provides to CenturyTel.

3.4.5.5.6 CentuiyTel shall updata the database within one (1) Bustness Day of receiving hedata from ALLTEL If CenturyTel detects an error in Ihe AUTEL pravided data, the data shalt be returned to ALLTEL within one day from when it was provided to CeoturjTel. ALLTEL shaft respond to requests from CenturyTel to make corrections to database record errors by uploading mrectd records withln one day. Manual entry shall be aliowd only in I~Revent that ths S;SbIll IS not fUnCtiCdIlg FrC@!!Y.

3.4.5.5.7 CenturyTet agrees to treat all data cn ALLTEL subscribers provided under this Agreement a5 strictly confidenliat and to use data on AUTEL subscribers only for tfio purpose of providing E-911 services.

3.4.5.5.8 CenturyTel shall adopt use of a Cader Code (NENA standard he-characterfteld) on all ALI records received from ALLTU. The Carrier Ccde Will be used to identify the carrier of recard in NP configurations. The NENA Carrier Code for ALLTEL Is OALLTEL'; the NENA &mer Code for CenturyTel Is 'MLAR."

3.4.5.6 CenturyTeI and WTELwill comply with the followhg requirements for network performance, mahtenance and trouble notification. 3.4.5.6.1 Equipment and clrwits used for 911 shall be monitored at at1 times. Monitoring of circuits shall be done to the individual bunk level. Monitoring shall be conducted by CenturyTel for Irunks between the selective router and alt associated PSAPs.

3.4.5.6.2 Repah sewice shalt begh Immediately upon report of a malfunction. Repair senrice includes tdngand dlagnostic sewice from a remote loeation, dispatch of or In-person visit(s) of personnel. Where an on-sa0 technidan Is determined to be required, a technician will be dispatched without delay.

3.4.5.6.3 CenturyTeI shall notify ALLTEL forty-elght (48) hours In advance of any scheduled testing or maintenance affeet'ng ALLTEL 911 sedce. CenturyTel shall provide notificatinn as smn as possible of any unscheduled outage aKecting ALLTEL 91 1 service.

3.4.5.6.4 All 91 1 trunks must be capable of transporting Baudot Code necessary to support the use of Telemmmunlca~ons Devices for tbe Deaf (lTYflOD5).

3.4.5.7 Basic 91 1 and E-911 Additional Requirements

3.4.5.7.1 All ALLTEL lines that have been ported via INP shall reach the wnect PSAP when 911 Is dialed. Where CenturyTet Is the lead telm and provides tha All, the A11 record will contain both the ALLTEL number and CenturyTet ported number. The PSAP attendant shalt see both numbers where the PSAP is uslng a standard AU display screen and the PSAP extracts both numbers from !he data that Is sent. CenturyTel shall coopetate with ALLTELto ensure that 911 service Is fully available to all UEL end-users whose telephone numbers have been porled from Centuryfel, consistent with State provisions.

3.4.5.7.2 ALLTEL and CenturyTet shall be responsible for reporilng all errors, defects and malfunctions to one another. CenturyTel and AtLTEL shall pmvlda each other with a point of contact for reporting errors, defects, and mathdons In the sswlce and shall also provide esEalation contacts.

3.4.5.7.3 UTELmay enter Into subcontracts with thlrd parties, including AUTEL AffiliatM, for the performance of any of UTECsdubs and obligattons stated hereln.

3.4.5.7.4 Where CenturyTeI Is the lead telco, CentufyTelshall provide ALLTEL with notiffcation of any pending sel&ve muter moves within at least ninety (90)days tn advance. 3.4.5.7.5 Where CenhrryTel Is the lead telco, CenturyTel shall establish a process forthe management of Numbering Ptan Area (NPA) splits by populating the ALI database with the appropriate new NPA codes. 3.4.5.7.6 Where CenturyTel i5 the lead talm, Centuryiel shall provide the ability for ALLTEL to update 91 1 database with end user Information for lines that have been poded via INP or WP.

3.4.6 Bask 911 and E-911 Information Exchanges and Interfaces. Where CenhlryTel is the lead telco:

3.4.6.1 CenturyTel shall provide AUTEL access to the AU Gateway which interfaces to the ALYDMS database. CenturyTel shall provide error reports from the ALUDMS database k ALLTEL within one (1) day after ALLTEL Inputs infonation into the AWDMS database. Alternately. ALLTEL may utilize CenturyTel or a thlrd-party entity to enter subscriber Information Into the database on a demand basis. and valldate subscriber Information on a demand basis. The rates are set forth in Appendix 0.

3.4.6.2 CenturyTel and ALLTEL shall arrange lor the automated Input and periodic updating of the E-911 database Information related lo ALLTa end-users. CenturyTei shall work cooperativelykith AUTEL to onsure the accuracy of the data transfer by verifying It agalnst the Master Street Address Guide (MSAG). CenturyTd shall accept electronlcally transmitted files or magnetic tape that conform to Natfonal Emergency Number Assoclation (NENA) Version 62 format. .. - -, 3.4.6.3 Updates to MSAG. Upon recelpt of an error recording an AUTEL subscribefs address from CenluryTel, and where CenturyTel is the lead telco, it shall be !he responsibility of ALLTEL to ensure !hat the address of each of its end users is included in the Master Street Address Guide (MSAG) via information provided on AUTEL's LSR or vla a separate feed established by AUTEL pursuant to Section 3.4.5.7 of thls Article. 3.4.6.4 The ALI dalabase shall be managed by Centuryiel. but Is the property of CenturyTel and all partldpatingtelephone companies. The Interface between the E-911 Switch or Tandem and the ALUDMS database for AUTEL subscnier shall meet Induslry standards.

3.5 Cormensation. 3.5.1 In situations In which CenturjTet Is respansibla for rnatntenance of the 91flE-911 databse and cm be compensated for malntdning ALLTEL's information by the rnunlclpality. CenturyTel wll seek such compensation from the rnunfdpality. AUTEL WiIl mmpsnsate CenturyTel for such mdntenance of the 91 lE-911 database only if and to the extent lhat CenturyTel is unable to obtafn such Compensation from hemunlcipalty. CenturyTel shall charge AUTEL a portion of the cost of the shared 911E-911 Se!&*V8 router as set forth In Appendix 0.

3.5.2 For states where Centuryiel bills and keeps the 9-1-1 surcharges, ALLTEL wilt bill Its access tine subscribers the 9-1-1 surcharge that Is currently in effect and rema that charge to CenhlryTel. Payments to Centuryfel are due within thlrty (30) days of ALLTEL's payment due date from as access line subscribers and wilt be identified as '9.1-1 Surcharge Payment for the month of (lkt appropdate month]' as a separate line item in the remittance documentation.

VIE6 3.5.3 For all state5 where Csnturyiel bills and remits ha9-1-1 surcharges, less an admlnlstrative fee of one to three percent, to the 9-14 district, ALLTELwill bill Its access line subscribers the 9-1-1 surcharge that Is currentty In effect and remlt that charge to that government agency. CentulyTel will have no respoosiblIityIn billing or remitting surcharges that appry to UTEC5 aassline subscribers.

3.5.4 Should the 9-1-1 surcharge fee change, CenturyTel wiIl promptly Inform ALLTEL of that change so that ALLTEL may conform to the new rat@). 3.6 Llabilih: CenturyTeI will not be liable for errors with respect to 91 1E-911Services except for Its gross negligence as addressed in applicable tariffs.

4. lnformation Services Traffic, 4.1 Poutlnq, Each Party shall role !raffle for lnfomatlon Services (Le..900-976, fntnmat, weather lines, sports providers. etc.) which originates on Its nelwork to the appropdata Information Service Platform.

4.2 ElIlina and Collection and Information Service Provider (ISPI Remuneration. 4.2.1 In the event CenturyTel performs switching of ISP tmtiic associated with resale for AUTEL, CenfuryTeI shall provide to AILTEL the same CaIl detail records that CenturyTel records for Its own end users, so as to allow ALLTEL !o blll its end users. CentuiyTel shall not be responsible or liable to AUTEL or ISP forBilling and Collection andlor any recebbles of Information Smlce Providers.

4.2.2 Nohhrithstandlng and In addition to Artids 111, Section 27, CenturyTel shall be Indemnified and held harmless by ALLTEL from and against any and all sults, actions, losses, damages, claims, or liability of any character, type, or description, Including ail expenses of litigation and court cost whlch may arise as a result of !he provisbns wntalned In this Artide VI, Section 4&2.1supra. The Indemnity contalned In thls section 5haI1 survive the termination of thfs Agreement, for whatever reason.

4.2.3 CenhlryTel agrees to notifj AUTEL in writing within ten (IO) 3usiness Days, by registerd or certified mait at the address specified in Article 111, Seetion 30,of any daim made against CenturyTel on the obllgations Iodemnifiad agalnst pursuant to thls Artlde VI. Section 4.

4.2.4 It Is understood and agreed that the Indemnify provided for In this Article VI, Sectlon 4 is to be InterpretEd and enforced so as to provide Indemnificakn of IiabIMyto CenturyTel to the fullest extent now or hereafter permitted by taw.

4.3 900-976 Call Blcckina. CenturyTel shall not unllaterally block 900-976 trafficin whlch CenturyTel performs switching assodated with resale or UNEs. CenturyTel will block 900-976 traffic when requested to do SO, in writing, by AUTEL ALLTEL shall ba responsible for all casts assodated with the 400-976 call blocking request CenturyTet reserves the right to block any and alt calk which may harm or damage Its nehvork. 4.4 Miscellaneous. CeduryTel reserves tho right to provide 10 any InformaEon Sewice Provider a list of any and all Tdecurnrnunlcations Providers dolng business with Centuryiel.

5. TeleDhona Relav Service. toea1 and IntmlATA Telephone Relay Sedce URS) enables deaf, hearingimpaired, or speech- Impaired TRS users to reach other telephone users. With respect to resold services, AUTEL's end-users will haw access to the state authorized TRS provider to the extent requlred by the Commlsslon, including any applicable compensation surcharges.

6. Dlrectow Ustinas and Directow DistribuHon. ALLTEL will be requlred to negotiate a separate agreement for directory listings and directory dildbution, except as set forth below, with Centuryiel's directory publlcation company.

6.1 Ustinas, AUTEL agrees to supply CenturyTel on a regularly scheduled bash, at no charge, and in a mutually agreed upon format (e.g. Ordering and BilIing Forum developed), allisting Information for ALLTEVs subscribers who wish to be llsted In any Centuryfel pubLished directow br the relevant operating area. Listing Informatlon will constst of names, addresses Gnciuding city, state and zip code) and telephone numbers and subscrlbeh desired Yellow Pages dassifled heading. Nothing In this Agreement shall require CenturyTel to publish a direcforywhere it would not orherwise do so.

Listing Incluston in a given directory will be In accordance with CenturyTel's solely determined directory configuration, scope, and schedules, and bungs wilt bo freated In the same manner as CenturyTel's listings.

6.2 Distribution. Upon directory publication, CenturyTel will arrange for the hitiat distniution of th0 directory lo service subscribers In the directory coverage area at no charge.

ALLTELwill supply CenhtryTel In a timely manner with all roquked subscnler mailing Infomagon Including non-listud and nowpublished subscriber maihg Information, to enable CenturyTel to perform its distribution responsIbilitles.

7. Busv Line Verification and Busv Una Verification Interrupt. Each Party shall establish procedures whereby its operator assistance bureau will EoordiM!O wIQ the operator asslslance bureau of the other Party to pmvlde Busy Une Verification (ELV) and Busy Line Verification and Interrupt {BLVI) services MI dsbetween Iheir respective end users. Each Parly shall route ELV and 3LVl Inquiries over separats Inward OS trunks. Each Paws operator asslstance bureau will only verify andlor lntmupt the call and will no! wmplote the call of the end user Initfating the BLV or BLVI. Each Party shall charge the other for the 5LV and BlVl sewices at the rates contained in the respective tariffs.

8. Streat Address Guide [SAG). CenturyTel will provide to ALLTEL upon request the Street Address Gulde at a reasonable charge. Two companion files will be provided with the SAG wfilch lists all services and features at all end offices, and lists services and features that are available in a specific end office. 9. Dlallna Format Chanws. CmryTelwill pddereasonable notifieation to ALLTEL of changes to local dialing format, be., 7 to 10 digit, by end office.

VlCB ARTICLE VI11 COLLOCATION ARTICLE IX ACCESS TO POLES. DUCTS, COMDUtTS AND RIGHTS-OF-WAY

To the extent required by kfm Act, CanWryTel and ALLTEL shall each afford to the other access to the poles, ducts, conduits and ROWs ii owlls or ccntrols on terms, EondWons and mparable b those offered to any other em pursuant to each Paws taws andlor -dad agreemmts. AEcordtngly. B CenturyTel and ALLTEL desire access to the other Paws poles, ducts, or ROWs, CentoryTel and ALLTEL shall execute poSe attachment and conduit mupancy agreements. ALLTEL agrees Bat pole attachment and contfirif occupancyagrserneots must be executed separately before it makes any attachments to CenturyTel facilities or uses CenturyTel's conduit according to the fms of thk Agreement. Unauthorized attachmen& or unauthorized use of conduit will be a breach of this agreement. AATtCLE X SIGNATURE PAGE

IN WITNESS WHEREOF, each Party has executed thk Agreement to b effective pursuant to Seetion 34 of Article 111 of this Agreement.

CenturyTel of Central Arkansas, LLC ALLTEL COMMUNICATIONS, INC. CenturyTel of Northwd Arkansas, LLC

Title Tde

Date Date APPENOIX A

RATES AND CHARGES FOR TRANSPORT AN0 TERMINATION OF TRAFFIC

General. iherates wntalned in fils fipnendlx A are the rates a5 defined In Article V and are subject to change resulting from future Comrnlsston or other pmeedlngs, including but not limited to any genetic proceeding to determlna CenturyTel's unreC0Wed costs (84,hktoric costs, contribution, undepreclated resma deficiency, or stmllar unrecovered Centuryiel costs), the estabkhment of a mmpetilbely neutral unlversal service system, or any appeal or other litigation.

Each Party will bill the other Pa3as appropriate!

k The Local Interconneetionrate element that applies to Local Traffic on a minute of use basis that each Patty switches for termination purposes at its wire centers. The local IntermnnM'on rate is $0.0063158.

B. The Tandem Switchlng rate element that applies to tandem routed Local Tratfic on a mlnute of use basis. Tha tandem switching rate Is 50.0018899.

C. The Common Transport Facility rate element that applies to tandem mutd LwlTraKc on a per minutelper mlle basls. The Common Transport Facility rate Is $0.0000039.

0. The Common Transport TemInalion element that applles to tandem routed Local Traffic on a per minutelper termbation basis. fue Common Transport Termhation rate is $0.0000971.

E The Tandem Transiting Charge 1% compdsed of the following rate elements:

Tandem Switching: = $o.ooiaasg

Tandem Transport (10 mile average): 10 x 50.0000039 3 $0.0000390

transport Termination (2 Terminations): 2 x $0.000097t = $0.0001942

Transib'ng Charge: = $0.0021231

F. Initial Factors:

1, PLU 95%

2 lnltlal Proportionate Share Factor 50%

3. Exempt Factor 5% RATES AND CHARGES FOR NUM3ER PORTABBITY

General. Th0 rates contained In this Aunendix B am as defined In Articla V, Seetion 7, and are subject to change resulting from future Commission or other proceedings,including but not [hit& to any generic proceeding to determhe Centuryfel's unrecovered wsls (84,hlsloric costs, cuntribution, undepreciated reserue deficiency, or slmitar unrecovered CenhrryTeI), the esfabfishment of a cornpatitiveryneulml universal service system, or any appeal or other litigation.

Interim Number Portabtlity

Remota Call Forwarding $3.70 lindmonth

Simultaneous Call Capability S 5.70 pathimonth

Non-Recurring Charges {NRCs) for lntetlm Murnber Portablllty

Pre-ordering

CLEC huntEstablishment Per CLEC 9 273.09

Ordering and Provisionlng

lnlfat Servlce Order $ 41.58 Subsequent SeMkB Order $ 29.73 Manual Ordering Chap $ 12.17

Custom Handling)

ServIca Order Expedite $ 12.59 Coordinated Conversion 5 17.76 Hot Coordinated Converslon Flrst Hour $ 30.55 Hot Coodnated Converslon Per Additional Quarter Hour $ 6.40

Appllcation of NRCs

Pre-ordering:

CLEC Account Establishment is a onetime charge applled tha first time that ALLTEL orders any sedea from this Agreement.

Ordering and Provisionlng:

Initial Service Order (ISO) applles per Lmal Service Request (LSR) If not apart of a Unbundled Nehvork Element (UNW ISO.

Subsequent Servlce Older applies per LSR for modifieations to an existing LNP service.

Custom Handling mess NRCs am tn additlon to any Preordering or Ordering and Provisionlng NRCs): Service Older Expedite applles If ALLTEL requests servfce prlor ta the standard due date Intervals and if not a part of a UNE Expedite.

Coordinated Converslon applies if ALLTEL requests notification and coordination of service cut. over prior ta the service becoming effective and if no1 a part of a UNE Cowdinat& Conversion.

Hot Coordinated Converslon Atst Hour applles if AUTEL rquests real-lime mordinatlon of a service cut-over that takes one hour or less, and if not a part of a UNE Hot Coordinated Conversion First Hour.

Hot Coordinated Converslon Per Additional Quarter Hour applies, tn addition to tho Hot Coordinated Converslon First Hour, for every 15-mlnute segment of real-time coordinatron of a senice cut-over lhat takes more than one hour, and if not a part of a UNE Hot Coordinated Conversion Per Additional Quarter Hour.

In addition, as defined in Articta V, Section 3.2.3, the Party providing lhe ported number will pay the other Party the following rate per line per month for each ported business line and the rate per line per month for each ported resldential line for the sharlng of Access Charges on calk to ported numbers.

' CentuwTel of Northwest Atkansas. LLC

Business Rate Per Une Per Month: $4.31

Resldential Rate Per Une Par Month: S 2.56

CentuwTel of Central Arkansas, LLC

Business Rate Per Line Per Month: $5.67

Residential Rate Per Une Per Month: $2.79 APPENDIX C

PRICES FOR UNBUNDLED NETWORK ELEMENTS

General. Tho rates contained In lhis Appendix C are the rates as defined in Article VI and are subject to change resulting from future Commission or other proceedings, including but not limited to any generic prmeeding to determine Cenhrryfel’s unrecovered costs (e&., histode costs, contribution, undepreclated reserve deficiency, or similar unrecovered CmhrryTelcosts), the establlshment of a competitively neutral universal service system, or any appeal or other litigation. CenturyTel will offer unbundled loops and ports under the following conditions:

Loop Elements

2 Wira Analog Loop (inclusive of NtO) t 22.00 4 Wire Analog Loop Oncluslva of NIO) s 34.50 2 Wire Digital Lwp (inclusive 01 NID) $ 22.00 4 Wire Digital Loop (inclusive of NID) s 34.50 DS-1 Loop B 160.31 DS-3 LOOP $2,584.44 Typs C Conditioning 5 1.50 Typ C Improved Conditionlng 5 30.00 Type DA ConditIonlng s 2.00 MId-Span Repeaters 5 74.56

Network Interface Devlce (leased separately)

Basic NID $ .70 Complex (12 x) NID $ 1.10

Port and Switching Elements

Ports Bask Analog Une Side Port S 3.70 Coin Line Side Port $ 10.19 ISON BRI Digital Une Slde Port $ 22.39 DS-1 Olgital Trunk Side Pod $ 101.80 ISDN PRI Dlgital Trunk Side Port $ 227.79

Vertical Features See Attach& List

Usage Charges (must purchase Port) Local Cenlral mceSwitchlng $0.0063158 Shared Transport Tmnsporl Termlnabn $0.0000971 Transport FaeiSty per mile $0.0 00 MI 39 Tandem Switching M.OOIam9

Transport Elements mcLEc.Cenrulym(cHlbryTei~l~~~- m Gt Arkansas CLEC Dedicated Transport COT 2 Wire $ 30.28 CDT 4 Wire $ 49.50 CDT OS1 $ 300.00 CDT 053 (Optical Interface) $1312.50

lnternffice Odlcated Transport IDT OS0 Transport Facility per ALM $ 4.50 1DT DSO Transport Termhation 5 5.52 101 DS1 Transport Facility par ALM s 7.50 1OT DS1 Transport Termination $ N.25 IDT DS3 Transport Facility per Am $ 34.25 IDT DS3 Transport Termhation $ 325.00 Multiplexlng DSl to Volce Multiplexing $ 205.00 OS3 to DSI Multiplexing $ 325.00

Ancillary DS3 Electrical lnterfaea $3,75050

Conditioning OS1 Clear Channel Capability $ 24.00 Type C Conditionlng 5 1.50 Type C Improved CondlBonlng . 5 30.00 Type DA Conditionlng $ 2.00

Databases and SIgnaling Systems Slgnaling Unk and STP 56 Kbps Unks See GTOCl Tatiff OS-1 Unk See GTOCl Tariff Signal Transfer Polnt (STP) Port Term See GTOCI Tariff Call Related Databases Une Information Database (ABS-Uuefies) See GTOCI Taritf Toll Free Calling Database (DBm Quedes) See GTOCI Tariff

Non-Recurring Charges (NRCs) for Unbundled Servlces

Prwrdering

CLEC Account Estab!ishrnent Per CLEC 5 273.09 Customer Record Search $ 11.69

Ordering and Provislonlng

Loop: Initial Service Order (ISO) $ 47.25 Transfer of Service Charges, per order $ 16.00 Subsequent Service Order, per order d 24.00 Customer Service Record Research, per request $ 525

Installatlon, Unbundled Lwp, per loop 5 11.00

AR~C.~~ruu~~T~~~~~~~~- C-2 ArlQnsas Loop Facility Charge, per order s 64.00

TpC Conditioning $ 200.00 Type C Improved Conditionfng $ 200.00 Type OA CondiHonIng $ 200.00

NtO: IS0 $ 33.38 Outside Facility Connection S 42.69

Port: lnltial Service Order (ISO) $ 47.25 Transfer of Senrice Charges, per order $ 16.00 Subsequent Service Order, per order $ 24.00 Customer Service Record Research, per request L 5.25

Installatim, Unbundled Port, per port $ 11.00

Transport: IS0 $ 121.95 Subsquent Service Order $ 117.12 Oeslgn Charge $ 27.00 CDT 2 Wire Connection $ 200.00 CDT 4 WIre Connection $ 2QO.00 CDT DSf WIre Connection $ 450.00 COT OS3 Wire Connection $ 675.00 OS1 to Voice Multiplex $ 800.00 OS3 to DS1 Muitiplex $ 450.00 DS1 to Clear Channel CapaCrty $ 90.00 Type C Conditioning $ 200.00 Type C Improved Condionlng $ 200.00 TpDA Conditioning $ 200.00

Manual Ordering Charge $ 12.17

Custom Handling

Service Order Expedite: Engineered Loop LSRs $ 35.48 All Other LSRg $ 1259

Coordinated Conversions: IS0 $ 17.76 Central OfhConnection $ 10.71 Outside Facility Conndn $ 9.59

Hot Coordinated Conversion Rrst Hour: IS0 $ 30.55 Centrat Office Connection $ 42.83 Outside Facilily Connedon $ 38.34 Hot coordinated Conversion per Additlonal QuartEr Hour [SO $ 6.40 Centml Ofke Connection S 10.71 Outside Facility Connection $ 9.59

Appllcation of NRCs

Pre-ordering:

CLEC Account Establishment Is a oneume charge applled he first time that ALLTEL orders any service from this Agreement.

Customer Record Search applles when ALLTEL requests a summary of the sedces cumenfly subscribed to by fhs end user.

Ordering and Pmvisionlng:

InltlaI Sarvica Order (EO) applies per Lmal Selvice Request (LSR).

Subsequent Service Order applies per LSR or Access Senrtce Record (ASR) for modificatfons to an existing Port or Transport service. Engineered IS0 applies per LSR when englneerinq work activity Is required to cornphte Ihe order.

Non-Engineered IS0 applies per LSR when no engineering work activity Is required lo complBte the order.

Central Otfice Connect applies in addition to the IS0when physical Installation Is requlred at the centra! office.

Outslde Facility Connect appfies In addition to the IS0 when Incremental field work Is required.

Design Changa applles per ASR Men an engineering review is mquired for a Transport ASR.

COT Connection appIies In addition to the ISO, per facilify for the installation of CDT products.

Multiplexhg applies In addition to me ISO, per arrangement for the installation of MuMplexing amgements.

Conditioning applles In addition to the !SO,per Lmp or Transport Facility for the Installation and grooming of Conditioning requests.

DS1 Clear Channel Capability applles in addifion to the ]SO, per DSl for he Installalion and grtxuning of DS1 Clear Channel Capabflity requests.

Manual Ordering Charge appnes to orders that requires CenhrryTel to manually enter ALLTEL's order into CenturyTel's Secure Integrated GatBway System (SIGS), e.g., faxed orders and orders sent via US.mall.

Custom Handling (These NRCs are In addition to any Preordsn'ng or Ordaring and Provislonlng NRCs):

Service Order Expedite applies If ALLTEL requests service prior to the standard due data Intervals. Coordinated Conversion &res if ALLTEL requests notiution and coordination of service cut- over prior to the service becoming effective.

Hot Coordinated Conversion First Hour apflles H ALLTEL requests real-flme coordinationof a sehscutever that takes ona hour or less.

Hot Coordinated Convadon Per Additional Quarter Hour applies. In aMhnto tho Hot Coordinated Conuetslon first Hour, for every Ifi-mlnute segment of real-time mrdinatim of a service ctrt-over that takes more than one hour.

....-- .--- ARKANSAS UNBUNDLED VERTICAL FUTURES

(Subject to Amilabfiity) Weaturmonth $1.89 WFeaturelMonth s1.23 WeaturdMontfi 50.90 UFeaturelMonfh 50.92 WeaturelMonth $0.73 ZJFeeaturdMonth W.25 meatu rdhlonth 50.41 WeaturdMonth 50.32 $lFsaturdMonth 54.01 WeaturelMonth S0.62 Weaturenrlonth $51.96 YFeaturelMonth $0.47 WeatorelMonth s2.53 SCFeaturdMonth $2.94 WeaturelMonth WA3 WeaturelMonth $0.92 SlFeafurelMonth $0.26 SlFeahrrdMonth $025 WeatureCMonth $0.26 , WeaBrelMonth $0.48 WeabiraCMonth $1.11 WealurelMonth $0.33 $Fealur&?don!h w.71 WeaturdMonth $0.25 $FeaturdMon!h $1.38 WFeaturwMonth WeaturemAonth

WeaturelMonth s0.42

$0.39 I G7 c - ..

APPENDIX 0

RATES AND CHARGES FOR 91 flE-911 ARRANGEMENTS

1. The following services are offered by Centuryfel tor purchase by ALLTEL for UNEs or Intereonneetion, where an individual Item is not superseded by a tariffed offering.

k 9-1-1 Selective Router Map $1 25.00 NIA

Provided Is a color map showing a selective routefs lomtion and the Cenfuryfel centra[ offices fhat sed thelr 9-1-1 dl to it. The selective router and central office Informalion wilt lncluda CLU codes and NPWXXs served. The map will Include boundaries of each central oMce and show major streefs and the county boundary. Permisston to reproduce by ALLTEL for its Internal us% Is gmnted without further fee. Nowtariffed price.

B. 9-1-1 Selsctive Router Pm-Rata Feeltmnk 50 $1 00.77

This fee covers the cost of selective muting switch capacity per trunk to cover investment to handle the additional capaaty without golng to the 9-1-1 districts for additional funding.

C. PSALISoftware s790.80

A personal computer software program runnlng on Windows 3.13 for formatting subscriber records Into NENA Version #2 format to create files for uploading to CenturyTel's AU Gateway. Fee Includes software, warranty and 1 800 872-3356 support at no additional cost.

D. AU Gateway Service 5135.00 $36.12 Interface for delivery of ALt records to CmturyTel's Data Base Management System. Thls provides a computer access port for ALLTEL to transmll daily subscriber record updates to CenturyTel for loading Into At1 databases. It Includes support at 1 800 872-3356 at no additional cost

E. 9-1-j Interoffice Trunk Tariff Tariff

Thls Is a tariffed offering, to be found In each state's MRC MRC Emergency Num bet Senice Tariff.

F. ALIDatabase Tariff Tariff

mis is a tariffed off e ring, to be found in each state’s Emargency Number Service Tariff.

G. Selective Router Database per Record Charge Tarin Tariff

Fee for each ALl record used in a CenturyTel sdectiie router. This is a tariffed offering, to be found in each state’s Emergency Numbat Ssnn‘ce Tariff.

N. MSAGCopy

Production of one copy of a 9-1-1 Customeh Master Street Address Guide, postage paid.

(a) Capy prwided In paper format $238.50 $54.00

(b) Copy pmvlded in flat ASCII file on a 3-1/2” $276.00 536.00 diskette APPENDIX E

COMPENSATION FOR EXCHANGE OF TRAFFIC USING UNBUNDLED ELEMEMS

1. Thls Appendix describes the compensation terms that apply for exchangbg local, intmlATA, toll and Interexchange traffic when ALLTEL uses CenturyTel-providedunbundled ports, lecal switching and shared transport to provide service to ALLTEL's end users. Reclprocal compensation does not apply in a resale environment. 2 Compensation for ALLTELts Purchase of CenturyTel's unbundled 1-1 switching. 2.1 For local intra-switch calls between lhes connected to CenluryTd's switch where AUT= has purchased CenturyTel's unbundled local switching, the Parties agree to impose no call termination charges an each other. CenturyTel's ImIswitehlng charge will apply a5 descdbed bdowwhera the call Is:

2.1.1 Originated by ALLTEL's customer uslng CenhrryTel's unbundIed Iml switching and completed to a CenturyTel customer:

(a) (For use of th~loml switch): tccal switching charge the origlnating office will apply to AUTEL.

2.1.2 Originated by ALLTEL's customer using CenluryTel's unbundled foeat switcbfng and cumpleted to the customer of a ~irdparty LEC (not affiliated with ALLTEL) uslng CenturyTel's unbundled Icml switchhg.

(a) (For use of the local switch): twl switching charge at the originating offlce will apply to ALLTEL

2.1.3 Origlnated by ALLTECs customer using CenluryTe1.s unbundled IC&switching and completed to another AUTEL's customer using CenturyTel's unbundled local switching.

(a) (For use of tha local Switch): Iml switching charge at Ihe orlginating olfice will apply to ALLTEL

2.1.4 Olfginaled by a CenturyTeI customer and terminated to ALLTEL's customer uslng CsnturyTel's unbundled locat switching.

(a) No Idswitching charge will apply to ALLTEL 2.3.5 Origlnated by the customer of a thlrd-party LEG (not affiliated with ALLTEL) using CenturyTel's unbundled local switching and tamhated to ALLTEL's customers utng CenturyTNs unbundled local switching.

(a) No local switching charge will apply to ALLTEL. 2.2 For local Inter-switch mlk whera AUTEL has purchased CenturjTel's unbundled l~cal switching. CenturyTel's charges will apply to CLEC as descdbed below where the call Is: 2.2.1 Originated from ALLTEL's end user customer using Centuryiel's unbundled lo~l saching and completed io a CenluryTet customer:

{a) (For use of the focal switch): local switching charga at the originating otfice. A rnlleage-based transport charge will apply when ALLTEL uses CenluryTel's transport.

Tandem Switching, if applicable.

(For all temlnatbn): Charges for local Intercnnnectio~cal1terrninaUon, when applicable

2.2.2 Originated from ALLTEL's customer uslng CmturyTel's unbundled focal switching and completed to a third-patty LEC (not affiliated with ALLTEL) customer using CenturyTel's unbundled lmal switching.

(a) (For use of the local switch): local switchfng charge at the on'glnating office.

A mlleage-based transport charge will apply when AUTEL uses CenturyTel's transport.

Tandem Switching, if applicable.

2.2.3 Originated from ALLTEL's customer using CenkwyTel's unbundled local switching and completed to the In2erconneded neb& of a thlrcbpariy LEC (not aifilh!ed MAUTEL).

(a) (For use of the Iml switch): local switchlng charge at the origlnaang OfilCe,

A rnlfeage-based transport charge will apply when ALLTEL uses CenturyTel's transport, and rniIeage shall be measured between the ortginathg office and the 1P of the Third Paws network.

Tandem Switchhg, if appIlcable.

22.4 Originated from ALLTEL's customer ushg CenturyTel's unbundled lml switchlng and comp!eted to ALLTEL's customer ushg Centu~yTet'sunbundled locat switching.

(a) (For use of the lml switch): local switchlng charge at the originating office.

A mileagebked transport charge will apply Men AUTEL uses CenturyTal's bansport

Tandem Switchtng, if applimbte.

(For use of the local swiitch):Local switchlog charge at the terminating office.

2.2.5 Originated by a Centuryfel customer and termhated to ALLTEL's customer uslng CenturyTel's mbundld local switchlng.

(a) (For use at 1-1 switch): local switching charge at the termlnating office.

(For call termination): ALLTEL shalt charge CenluryTel for local interconnectiodcall termination, when applicable.

2.2.6 Originated by a customer of a thlrd-par& LEC using CenturyWs unbundled lorn1 switching and termhated to ALLTECs wstomer uslng CenturyTel's unbundled local switching. (a) (For use of tho local switch): Icdswitching charge at the termhating office.

2.2.7 Originated by a customer of the Interconnectednetwork of a third-party LEC and terminakd to ALLTEL's customers uslng CenturyTel's unbundled local swilchlng.

(a) (For use of the local switch): local switching charge at the termhating office.

2.3 For infraLATA toll calls where ALLTEL has purchased CenturyTel's unbundled local switchlng, charges shall apply as follows:

23.1 Orlglnated by ALLTEL's customer and completed to a CenturyTeI customer:

(a) (For use of the local switch):local switchlng charge at the originating office.

Shared transport chargs between the two otfices Wirl apply when ALLTEL uses CenturyTel's Iransport. Tandem Switching, if applicable.

(For call termination): End Office Switching charga at the termhating office (Switched Access Rate).

2.3.2 Originated by AUTEL's customer and completed to the customer of a third-party LEC using CenluryTel's unbundled Iwls-hg In a dlstant end office.

(a) (For use of the local switch): local sachlng charge at the orlghating oMce.

Shared transport charge between the huo offices wilt apply when ALLTEL uses CenturyTel's transport.

Tandem Switching, if applicable.

23.3 Originated by ALLTECs customer and completed to the network of a thlrd-party LEC interconnected with CenturyTels network.

(a) (For use of the local switch): 1-1 switching charge at the originating Office.

Common transport charge will appIywhen AUTEL u5es CenturyTel's transport, and mileage shall be rnaasured between the OriQhhQoffice and the IP of the Third Part@ nehvork.

Tandem Switching, where applicable.

2.3.4 Origtnated by ALLTEL's customer and completed by another of ALLTEL's customers being served through CenluryTel's unbundled local switching in a distant office.

(a) (For use of the local switch): local switchlng charge at the originating office.

Shared transport charge between the two ofices wilI apply when ALLTEL uses Centuflel's transport.

Tandem %tching, if appliabls. (For use of the local switch): local switching charge at the terminating office. 2.3.5 Orighated by a CenturyTel customer and temin8td to ALCTECs customer using CenturyTel's unbundled local switchlng.

(a) (For use of ~e local switch); lccal switchlng charge at the terminating office.

(For call termlnation): ALLTEL dll charge CenturyTel 1-1 switching at the termhating oflice.

2.3.6 Orighated by a customer of a third-pariy LEC (not affillated with ALLTEL) ustng ConturyTel's unbundled tocat switching tn a distant end office and terminated to ALLTEL's customers using CenturyTel's unbundled local svitchhg.

(a] (For use of tha Iocal switch): local Mchlng charge at the termlna!hg Office.

Originated by a customer of the nehvotk of a third-party interconnected with 2.3.7 LEC ' CenturyTel's mtwork and terminated to ALTEL's customers ushg CenhrwTef's unbundted local swltching.

(a) (For use of the local switch): fodswitching charga at the terminating office.

2.4 For Intrastate Switched Access calls where AUTEL is uslng CenturyTel's unbundled local switching for calls orlginated fmm or tarmlnated to an IXC for completion:

2.4.1 Fnr calls originated horn ALLTEL's customer to an IXC switch for compbtion.

(a) (For use of the I- switch): local switchlng charge at the office. Shared Transport:

Tandem Switching

2.4.2 For calk terminating to ALLTEL's end-user customer horn an IXC switch for completlon.

(a) (For use of the local switch):[mal switching charge at tha terminating office.

Shared Transport;

Tandem Swifchlng

2.5 For Interslats Switched Access calls wbere ALLTEL Is using CenhlryTel's unbundled local switchlog for calls originated from or termlnated to an IXC for completion: 2.5.1 For calls originated from ALlTEL's customer to an IXC shitch for completion.

[a) (For use of the local switch): local switching charge at the origlnating Office.

Shared Transport;

E4 Tandem Swftchhg

2.5.2 For calls terminating to AUTEL's customer from an IXC &tch for compldon:

(a) (For use of the local switch): local switching charge at the termhating OffiM.

Shared Transport:

Tandem Switching

3. Unbundled bcal mlngwill be MlMon a per minute of use bask and applied to all originating and interswitch termhating traffic, Including, but not limited to local, toll, +=tor services, directoy assistance, 91lE-911,500,700, 80#@.B8,900,950,976, busy calk, no answer, Imrnplete. Where non-mnversatloo time cannot be measured, the parties wilt muhlally agree on the approprhte measure and charge. Where measurement d terminating locat switching mlnutee Is not available, the number of minutes billed for temlnaffng usage will be equal tu ihe number of originating minutes. The Parties will mutually agree on a mettrod and procedure to Iperiodically sample and validate M adjust the ratio of originating to termhating minutes for bilfing purposes. APPENDIX F COLLOCATION RATES CAGED COLLOCATION RATES 1 Elements lncrement NRC I MRC Rate

Non-Recurrhq PrJees

Engineering Costs Englneering Fee par occurrence NRC si .I 69.68 AugmenWChangs Current Svc Arrangements por wurrence NRC $199.42 Access Card AdmtnIstratlon (NewlReplacernent) per wrd NRC S22.88 Bulldlng ModjfIcatlon Site ModiflcatIons (for Construction hide CenturjTel CO only1 Demolition and Slte Work por request NRC $549.99 Exterior Door per request NRC $2,432.94 Concrete Work per request NRC $340.30 SteeVMetats Work per requost MRC $900.16 PaintingrFinlshes per request NRC 5606.64 Interior Ooor per request NRC $151 7.00 Flooring Work per request MAC $832.38 HVAC - Mlnor (Heah'ng, Ventlhtlng B Ah Condirg) per occurrence NAG $1,855.40 Dust Partition per request NRC 01,674.27 Hardware - Lockset for Door por unit NRC $147.51 Electrkal Lighting par unit NRC $729.05 Electrical Outlet per outlet NRC $661.09 Floor Grounding Bar per bar NRC $9g3.88 Cage Grounding Bar per bar NRC S1,420.59 Cable Racklng - Dedlcated Engineering per project NRC $78.19 Instatlation and Matedals - Racktng per linear foot NRC 534.42 Cage Enclosure Cable FenEing pr sq. it. fwncing NRC $8.09 Cage Gate per gate NRC $458.72 DC Power Facllity Termhation per pwr run NRC 566.56 Power CabIe Pull - Labor per linear foot NRC 511.09 Engineering per project NRC wa.19 FIber Cable Pull Engineedng Costs per project NRC $606.30 Place lnnerduct per linear fwt NRC $1 36 Poll Cabla per linear foot NRC $0.93 Cable Fire Retardant per occurrence NRC s44.37 Fiber Cable SptIce per fiber NRC $49.33

F6 Facility Full Englnaen’ng Costs per project NRC $33.82 Per Fwt Pull (labor)-DSO,DSl,DS3 or Fiber per linear foot NRC $4.31 Per DSO Cable TenloatIon (Connectonzed) per 100 pr NRC 54.44 Per DSf Cable Termination (Connectorized) per 20 pr NRC $1.17 Per OS3 (coaxial) Termlnation Per Termbation {Premnnectodzed) per OS3 NRC $1.11 Per Termbation (Unconneclodzed) per OS3 NRC 511.09 BITS TIrnIng Engineering Costs per project NRC $34.93 Matsrial Cost and Pull Shlelded Cable per linear fwf NRC $1.25

Monthly Recurrinq Prlces

Cage Floor Space Including Shared Access Area fwft MRC $2.73 Cable Space (Subduct Space) Manhole per project MRC ~4.a5 Subduct per linear foot MRC $0.04 DC Power Faejtlty and Utiltty utility, Power supply, Fuse Panels and Fuses 40 amps MRC $612.87 Facility Termlnatbn DSO Cable - Material per 100 pr. MRC $3.33 DS1 Cable - Material per 28 pr. MRC $7 2.344 OS3 Cable - Material per 053 MRC $16.11 Cable Vault SpIlee Fiber Cable - 48 flber Mat eri a I per splice MRC $8.66 Space Utilization In Cabh VauR par subduct MRC $0.82 Fiber Cable - 96 fiber Material per splice MRC 924.66 Spaco Utilization in Cable VauH per subduct MRC $0.02 Cable Rack - Common Metalk OS0 Cable - Space Utilization per linear foot MAC $0.01 Metalk DS1 Cable - Space Utilization per linear foot MRC $0.01 Fiber Cable -Space Utihbn per innerduct ft. MRC $0.01 BITS Thing Per port MRC 59.06

Indtvldual Case Bask tK8l

Major Environmental Conditioning (HVAC) per project IC6 tCB Major Power Plant Upgrades per project ICB 1c6 Equipment Rearrangement per project ICB 1c6 Major Conduit & Cable Vauft Addifions per prolect ICB 1c0 Asbestos Removal per project ICB ICE LCAGELESS COLLOCATION RATES I Etements Increment NRCI MRC Rate

Non-Recurrinq Prices

Engineerhg Costs Engineering Fee per occurrence NRC $1,169.68 AugmentrChange Current Svc Arrangements per occurrence NRC $1 99.42 Access Card Adrnlnlstration (NewlReplacement) par card NRC $22.88 Building Modiff cation Site Modifteations (for Construction insfde CenhliyTel CO OW Demolition and Site Work per requessl NRC $549.99 Exterlor Door per request NRC $2,432.94 Concrets Work per request NRC $340.30 SleeUMetals Work per request NRC $905.1 6 FahtinglFInlshes per request NRC $606.64 Interior Door per request NRC $1,517.00 Rooring Work per request NRC $832.38 HVAC - Minor (Heating, Ventrlating &Air Condit'g) per Occurrence NRC s1,855*43 Dust ParWon per request NRC $1.674.27 Hardware - Locksef lor Door per unit NRC 5147.51 ElectrIca I Ughting per unlt NRC $72 9 .OS Electrical Outlet per outlet NRC $661-09 Floor Grounding Bar per bar NRC sgg3.m Cable Racklng - Dedicated Englnearing par prolect NRC ~7a.19 Installaton and Materials - Racking per llnear foot NRC $34.42 DC Power Facility Termlnation per pwr mn NRC $6656 Power Cable Pull - Labor per llnear foot NRC $1 1.09 Engineering per project NRC $78.19 Fiber Cable Pull Englneering Costs per project NRC $606.30 Place tnnerduct per linear foot NRC $1.36 Pull Cable per linearfcot NRC 50.93 Cable Rre Retardant per occurrence NRC w.37 FIber Cable Splice per fiber NRC 549.33 Fadllty Pull Engineering Costs per Pmbt NRC S33.92 Per Fmt Pull (labor)-DSO,DSl ,OS3or Fiber per linear foot NRC $1.11 Per DSO Cable Termlnation (Connectonzed) per 100 pf NRC $4.44 Per DS1 Cable Termlnation (Conneetorired) per 28 pi NRC st .11 Per OS3 (coaxial)Termhation Per Termination (Preconnectorired) per DS3 NRC $1.11 Per Termination (UnconnectorIzed) per DS3 NRC grr.09 BITS Tlrnlng Engineering Costs per project NRC 534.93

F8 mansas Material Cost and Pull Shlelded Cable per hear foot NRC $1.25

Monthly Recurrlnq PrIces

Relay Rack Floor Space lnctudlng Shared Access Area per linear fwt MRC S11.59 Cablnet Floor Space lncludlng Shared Access Area par linear bot MRC $15.68 Cable Space Subduct Space Manhole per project MRC 54.89 subduct per linear foot MRC 50.04 DC Power Faetllty and Utjlity Utility, Power Supply, Fuse Panels and Fuses 40 amps MRC $1612.87 Faclllty Termloation DSO Cable - Material per 100 pr. MRC $3.13 DSI Cable - Matedal per 28 pr. MRC $12.34 OS3 Cable - Material per OS3 MRC $16.11 Cable Vault Splice Fiber Cable - 48 fiber Material per splice MRC 58.66 Space UtiIiition In Cable Vault per subduct MRC $0.8 Fiber Cabla - 96 fiber Material per splice MRC $24.66 Space UtiIlzation In Cable Vault per subduct MRC $0.82 Cable Rack - Common Matallic DSO Cable - Space Utilization per linear foot MRC $0.01 Metallic DS1 Cable - Space Utifization per tinear foot MRC 50.01 Fiber Cable - Space Utilization per innerduet ft. MRC $0.01 BlTS TImlng Psr port MRC $9.06

Individual Case Basis (ICBl

Major Envlronmenfal Conditioning (HVAC) ICB Major Power Plant Upgrades 1c8 Equipment Rearrangement ICB Major Conduit L Cabte Vault Additow 1c6 Asbestos Removal ICE

F9 ADJACENT COLLOCATION RATES I

Elements Increment NRC I MRC Rate

Non-Recumha Prlces

Engineering Fee per occurrence NRC $958.0D Flber Cable Pull Engineering Costs Per PWM NRC $60 6.30 Ptace lnnerdnct per linear foot NRC $1 86 Pull Cable per linear foot NRC $0.93 Cable Fire Retardant per occurrence NRC $44.37 Metalk Cable Pull Englneering Cests per P+3 NRC $606.30 Pull Cable per linear foot NRC $1 115 Cable fire Retardant per occurrence NRC $44.37 Cable Splice Metalk DSO, DSt or Flber Engineering Costs per project NRC $30.32 Spliclng (greater than 200 pair) per DSOlDSI pair NRC $1.38 Splicing (less than 2M1 palr) per DSOloSl pair NRC $I 38 Splicing Eber Cable per fiber NRC $49.33 Facillty Pull Englneerlng Costs per project NRC S33.82 Per Foot Pull (labor)-DSO,DSl,DSB or Fiber per tinear iwt NRC $1.11 Per DSO Cable Temtlnatlon Per Termination (C) per 100 pr NRC 9.44 Per Termination [UC) per 100 pr NRC s44.37 Per DSI Cable Terrnlnatlan Per Termination (C) per 25 pr NRC 91.11 Per Termination (UC) per 28 pr NRC 533.28 Per DS3 (eoaxlal) Temlnatlon Por Termha!hn (Preconnectorized) per DS3 NRC 51.11 Per Termlnab'on (Uneonneeforized) per OS3 NRC s11.09 Per Fiber Cable Termlnatlon Per Termination per fiber NRC $49.33 BITS Timlng Englneering Cosk per prolea NRC $34.93 Material Cost and Pull ShieIded Cable per linear foot NRC $1 25

Monthtv Recurrim PrIees

Cable Space Subduct Space Manhoh per prolect MRC 64.89 Subduct per linear foot MRC $0.04 ConduR Space - 4" Duct - Metallic Cable Manhole per project MRC $8.84 Conduit per linear foot MRC $0.05 Facility Termination DSO Cable - Material per 100 pr. MRC $3.13 OS1 Cable - Material per 28 pr. MRC $12.34 DS3 Cable - Material per OS3 MRC $16.11 Cable Vault Splice Metatlie DSO Cable per 1200 pair Material per splice MRC 5449.44 Space Utilhtion in Cable Vault per cable MRC $3.00 Metallfc DSO Cable per 900 palr Material per spllce MRC $329.12 Space LJJtilizaEaGon In Cable Vault per cable MRC $2.75 Metalllc DSO Cable per 600 palr Material per sptica MRC 5218.79 Space Utilization In Cable Vault per cable MRC $1.94 Metallic DS1 Cable Material per spllce MRC $45.54 Space Utilization in Cable Vault per mbla MRC $0.44 Fiber Cable - 48 fiber Material per spllce MRC $8.66 Space Utilimtion in Cable Vault per subduct MRC $0.82 FIber Cable - 96 fiber Material per spIice MRC 524.66 Space Utilization In Cable Vault per subduct MRC 90.82 Cable Rack - Common MetallJc DSO Cable - Space Utlllzaflon per llnear foot MRC $0.01 Metalllc DSI Cable -Space Utilization per IInear foot MRC 50.01 Fiber CabIe - Space Utilization per innerdud k MRC $0.01 BITS TIrnIng per port MRC $9.06 Individual Case Basis [IC61

Major Environmental Conditionlng (HVAC) Per ProIect ICE ICE Major Pwsr Plant Upgrades per project IC6 ICB Equlpment Rearrangement per project IC0 1c3 Major Conduit 8. Cable VauIt Additions per project IC3 1CB Asbestos Removal per project ICB ICB MISCELLANEOUS COLLOCATION RATES I EIements Increment NRC I MRC Rate

Labor: Overtime Installation Labor par m!as below Ovem'me Repalr Labor per rates below Additional Installa%onTesting Labor per rates below Standby Labor per rates befow Testing & Matnlenance wilh Other Telcos, Labor per rates belnw Other Labor per rates below

Labor Rates: Bask The,Euslness Day, Per TechnicIan First Half Hour or Fraction Thereof NRC $42.76 Each Additlonal Half Hour or Fraction Thereof NRC $21.38 Overtime, Outside the Business Day First Half Hour or Fraction Thereof NRC I1 m.00 Each Additlonal Half Hour or hetion Thereof NRC $75.0 0 Prern.Tlme,Outslde Buslness Day, Per Tech Rrst HaIf Hour or Fraction Thereof NRC $1 50.00 Each Additional Half Hour or Fraction Thereof NtRC $125.00

CenturyTel Provlded Cabfe Rates: Facility Cable DS-0 Cable (Connectorired) 100 pair 100 ft. NRC $157.69 DS-1 Cable (Connectorized) 100 ft. NRC $1 65.n 05-3Coax Cable per linear foot NRC 50.42 Shielckl Cable (Orange lacket) per linear foot NRC W.16

Power Cable Wire Paver llo per linear foot NRC w.77 Wlre Power 2x1 per linear fpot NRC $1 .I 1 Wlre Power 30 per linear foot NRC SI 24 Wire Power 410 per hear fwt NRC $1.52 Wire Power 350 MCM per linear foot NRC 52.60 WIre Power 500 MCM per tinear foot NRC 53.63 Wlre Power 750 MCM per linear foot NRC $5.58 Wlre Ground #6 per linear foot NRC $0.15

Cotlocatlon Space Report per premise NRC $1.637.25 APPENDIX G

Fax: E-mail

I I 1 I

2. Section 2

. . .. Date of Request: Type of Request (check one) # of Request Pages: X New # of Appendices: - Revised - Replacement

G1 Section 3

3.2 Is this a request for modifidon of - Yes (Provide desuiption below.) an exisling service, functionality, feature,

1 3.3 please identify the desired interface spedfimtions, if any.

E2 3.4 Please d&be the expected life (e.g. period of time it will be in us) of each service, function, feature, or apability rquskd. Indicrate if you intend this to be a temporary or Ionlq-Wm solution. (attach Appendix as necessary)

E3 Section 4 C. Location Dep!oymenllnformation I

4. sh!B Metropolitan Area@)

5. Cenhlryiet Wire Center Expected Demand Year 1 Year 2 Year 6. PoIniof 3 Interwnnec~onfCLUcode Section 5

uantity forecast indicrating

5.2 Is there anything custom or specific about the manner that you would like this service, feature, fimtb'on, OF capability to opemte? Indude security requirements, transmission levels, and/or key technicral assumptions. Please spedfy. Appendix as

5.3 Please Indude any other Information that you believe would assist CenturyTel in evaluatinq his request and providinq a response. (attach Appendix as necessary) Section 6

f ,”’ , . ’ 1 3. Certification and Representation. , .‘. . 1

6.1 I request, on behalf of my company, a I Yes (If a Nondisdosure is requested, Nondisdosure or Confidentiality Agreement attach a prepared CenturyTel agreement, to submit this information In confidence. request one be sent to you, or identi@ an existing agreement that covers this request.)

Date of CLEC Certifldon: Signature, Date of lntermnnection Agreement Interconnection Agreement Identification

approval: I Number:

E6 APPENDIX H

PERFORMANCE MEASUREMENTS

Area of Deflnftlon and Calculaflon Standard for Performance . , Performance 1.0 CSR Time elapsed from reeelpt of a Cuslorner Two (2) BusIness Hours Response Sem'ce Request (CSR)from ALLTEL until CSR Interval Response Is returned by CenturyTel. Calculation: (Fax Date 8 Time CSR Responsa h Returned by CenturyTel) - (Fax Date 8 Time of Receipt of CSR from ALLTEL)

2.0 FOCNotice TIme elapsed Iram receipt of a Local Service Twetve (12) Busloess Hours 3r Reject Request (LSR) from ALLTEL until CenturyTer's nteml return of (a) a Firm Order Confirmation (FOC) or (b) notice that the LSR Is belng rejected.

Calculation: (Fax Dale & fime FOC is ReturnedRSR 15 Rejected by CentutyTet)- (Fax Date & Xrne of Receipt of LSR from ALLTEL]

______~ 3.0 Jeopardy Time elapsed between the date and time FOG Is Slxteen (16) Bushes Hours, commenctng from Votlce Interval returned via fax to ALLTEL and the date and the submission of a faxed FOG to AUT& time CenturyTel Issues a notice to ALLTEL Indicating an order Is In Ieopardy of missing the due date.

Calcuktion: (Fax Date & Time Jeopardy Notice Is Sent to AUTEL) - (Fax Date &Time FOC is Returned to ALLTEL)

4.0 UNELcap Number of days elapsed from receipt of FOC by For 2 wire analog or digital loops, 4 wire anarog [with Number ALLTEL until CenturyTers date of completed Iwps and ADSL-capable loops: 3 Business Days; Portability) service installation, excluding costorner-caused for4 wire digital hps, DS1 loops, OS3 loops, and Bompfeted mkses or customer-requested due dates that other services ordered from CenturyTel's access Instatlation are greater than the maximum interval. tariffs: 11 calendar days; and for orders for which Interval there are no faciIitIes avaihbte: 30 wlendar Calculation: days. In excsptlonal circumstances, some orders (Date of Completion of Service Inswltation by may taka longer to instal, not to excaed the Cenwcl) -(Date of Ileceipl of FOCby ALLTEL) 1nstaUatlon intervals establkhed by the Cornmisslon's rules for installation of service. Area of Deffnjtjon and Calculation ' - Standard for Performance Performance !. 5.0 Loop Time elapsed from CenturyTel's disconnection Thirty (30) Minutes TiconnectlCros of the unbundled Imp from its switch until cross j Connect connection of mat UNE Imp to ALLTEL's Interval collacatlon arrangement or, alternatively, the time elapsed from CenturyTel's dlsconnection of the unbundIed loop from ALLTEL's collocation arrangement until cmss connection to CenturyTek switch.

Caiculatlon: (Dale &Time of Cross Connect Completion) - (Data & Tima of Disconnectton of UNE Loop from Switch)

6.0 Occurrence Time elapsed from CenturyTet'sswitch Zero (0) Minutes 31 Premature translation dlsconnection performed in advance Disconnection of of the completlon of loop dbconnectionlcross Unbundled Loop connect

Calculation: (Switch Translation Olsconnect Date ti Tme) - (Cross Connect Completron Date & Time)

7.0 Local Carder Theinterval required for CenturyTel to remove Four (4) Buslness Hours Freeze Removal a Lccal Carrier Freeze from a customer Interval account, once a Lwal Service Request has been received from ALLTEL

Calculatbn: (Date and Time of Carrier Freeze Removal) - (Date and Time of Recelpt of Lmal Service Request)

3.0 Repair Time interval for repair of service problems CenturyTel will meet or exceed the Arkansas lntanml reported by ALLTU. PSC's repalr requirement of twentyfour (24) hours. CenturyTet will provide ALLTEL with repair Caicotatiori: {Date and Time of CumpIetiort of sewjces at parity with that provided to its own relail Repair by CenturyTel ) - (Dale and Time of end users. Repairs wlll be prloritrzed In &e Repott of Trouble by ALLTEL) following manner: (1) Special Access services, Le., M's, DSl's, DS3'5; (2) Business Customers utflkhg PBX services; (3) 8uslness Customers utilMng Key Systems; and (4) Resldentfal Service. PUBLIC SERVICE COMMESSIOFj I

IN THE MATTER OF CARRIERS PROVIDING ) INTRASTATE I NTEREXCHANGE 1 DOCKET NO. 84-114-U TELE COMMUN I CAT1 ON5 SE RVICES - 1 ORDER NO, (b GTE SPA1 NT COMMUNICATIONS CORPORATION )

ORDER On September 4, 1986, U.5, Sprint Communications Company (Applicant) filed an Application in the above-styled Docket requesting therein that it be granted a Certificate of Public Convenience and Necessity (CCN) to provide competitive intrastate long d stance telephone toll service within the state of Arkansas. By Interim Order No. 22, dated February 11, 985, Docket No. 83-042-U, the Arkansas Pub1 ic Service Commission (Conmission) declared that the intrastate long distance telecommunication market in Arkansas should remain a monopoly at least on an iirterim basis and that it should continue to be served only by those telephone companies prevjously certificated by the Comission. The Comjssion further ordered a1 l unauthorized telecomnunication cmpanies to irmnediately cease and desist the provisio,n of intrastate long distance telecommunication service. In response to a Petition For Rehearing of Interim Order No. 22 filed by Telemarketing Comnunicatians of Arkansas, the Conmission issued Order No. 23 on February '15, 1985, which stayed tbe effect of Order No. 22 and granted the request for rehearing of said Order. By Order No. 24, the Conmission delegated the Chief Administrative Law Judge { CALJ) to preside over the rehearing of Order No. 22. By Order No. 36, dated December '19, 1985, Docket No. 83-0424, the CALJ found and ordered "that competition in the interLATA toll market DOCKET h’0. 84-1’14-U PAGE -2- is in the best interest of the public and is, therefore, . . authorized.ll The CALJ further found and ordered therein “that the preservation of a regulated monopoly in the transmission of intralATA toll calls should be and . . , is retained at this time in the best interest of the public; that competitive switching of intraLATA to1 1 calls by other IXCs including resellers is in the best interest of the public and is,

therefore, . authorized; that an approprfate * and effective access charge and Universal Service Fund structure . . . be established and implemented; that it is in the public interest for the Commission to move forthwith to adopt and imp1ement an appropriate and affirmative regulatory scheme for the regulation and control of those IXCs and resellers ultimately certificated . . .; that Staff . . . forthwith , . , initiate a Rules Docket for the purpose of deve’lop-lng all appropriate rules and regul ations necessary to effectively and affirmatively supervise and

regulate the competition authorized . . . .I’ Order No. 36 was subsequently adopted and affirmed, without modification, by the Commission in its Order No. 38, dated December 31, 1985, Docket No. 83-042-U. 8y Order No. 37, dated December 19, 1985, Docket No. 83-0424, Administrative taw Judge Sarah M. Bradshaw adopted a Prehearing Memorandum (Memorandum) which established the general format for IXC reporting requirements and the general methodology for determining the level of rates to be paid by the IXCs to the LECs for access to the local exchange network. Said Order stated that the Memorandum was ”adopted in total with all findings, conclusions and recommendations and shall be implemented on or before January 1, 1986. Order No. 37 was subsequently adopted and affirmed wtthout modification by the Conmtission in its Order No. 39, dated December 31, 1985, Docket No. 83-0424. DOCKET NO. 84-1 14-U PAGE -3- On October 1, 1986, Commission Rate Analyst Meredith T. White filed Prepared Test mony in response to Applicant's September 4, 1986, Application for a CCR. Ms, tlhite testified that Applicant had over 1,700 Arkansas customers as of July 1, '1986, and, therefore, since Applicant does not currently have an intrastate CCN, the access .revenues paid to the local exchange companies by Applicant could be deemed interstate in nature. Ms. White reasoned that the granting of Applicant's CCN would alleviate this potential problem and allow the local exchange companies to properly recognize the access revenues they are receiving. Accordingly, she recommended that Applicant be granted an lnterim CCN conditioned upon the Company's abiding by the requirements currently established in Docket No. 83-0424. As pointed out by Ms. White, several other competitive interexchange companies have previously been granted interim CCNs by this Comni ssion. These include Aerofone, Comput e-a-Call of Central Arkansas, Comtel of Arkansas, Comtel of Pine Bluff, Comtel Systems of N.W. Arkansas, Discount Comnunications Servjces, MI, Call America, and TMC. Ms. White also testified that the tariff filed by Applicant includes a range o€ rates to be charged for intrastate interLATA service. The actual rate at any point in time. would fa71 within the proposed rninfrnum and maximum rate levels. The tariff provides that changes in the actual rates could be made by the Applicant on one-day's notice. Ms. White stated that this rate structure is unlike any other that has previously been approved by the Comni ssion for campeti tive interexchange carriers, and is quite a diversion from the guidelines that have been used to determ-fne whether or not a carrierts tariff shou7d be granted interim approval. Ms. White argued that Applicant's proposed one-day notice does DOCKET NO. 84-114-U PAGE -4- not allow the Conmission Staff adequate opportunity to review the tariff. Whether or not a one-day notice provision will eventually be allowed by the Comnission should appropriately be addressed in a future generic rules docket, Ms. White recommended that the tariff be rejected as filed and Applicant be ordered to refile an intrastate interexchange tariff that is consistent with Conmission practices as they now exist, On October 6, 1986, Applicant filed further revisions to its proposed Arkansas PSC Tariff No. 1. On October 9, 1986, Ms. White filed Supplemental Testimony in response to Applicant's October 6, 1986, filing, Therein, Ms. White stated that Applicant's October 6, 1986, proposed tariff revisions mitigated the concerns she expressed in her earlier testimony with regard to Applicant's initial proposed tariff. Accordingly, Ms. Mite recommended that Applicant ' s proposed intrastate interLATA tariff be approved as amended by the October 6, 1986, filing. NOW, THEREFORE, being well and sufficfently advised as to a77 matters germane to the issue presently before the Commission, the CALJ hereby ffnds and orders as follows: 1. The Comnissfon has jurisdiction over the parties hereto as well as the subject matter of this Docket pursuant to the provisions of Ark. Stat. Ann. 573-201 -et se_q. 2. The granting to Applicant of an Interim CCN for the express and exclusive purpose of offering competftfve intrastate interlATA telecomunications toll service is clearly in the public fnterest and necessity, therefore, an Interim CCN should be and hereby ts granted to Applicant pursuant to the provisions of Ark. Stat. Ann. 573-240 and 973-242. DOCKET hO* 84-114-U PAGE -5- 3. That said Interim CCN is granted to Applicant conditioned expressly upon Applicant's present and continued compliance with: (1)

the applicable requirements previously established by the Conmission in ' Docket No, 83-0424 and referenced hereinabove; (2) all current and future applicable Commission Rules and Regulations; and (3) all applicable Arkansas statutes. 4. The appropriate form and extent of IXC regulation is a generic issue and, therefore, should be addressed in a generic docket rather than in a company specific docket, 5. Staff is hereby directed forthwith to initlate a Generic Rules Docket for the purpose of developing all appropriate rules and regulations necessary to effectively and affirmatively supervise and regulate the provision of competitive intrastate telecommunications tot 1 services previously authorized by the Conmission, 6. The proposed tariff filed by Applicant on September 4, 1986, as modified by Applicant on September 24, 1986, and on October 6, 1986, is hereby approved on an interim basis not subject to refund. Said tariff is approved effective as of the date of this Order and shall remain effective pending Conmission adoption of appropriate rules and regulations specffical ly designed to address the provision of competitive telephone toll service in Arkansas. BY ORDER OF THE CHIEF ADMINISTRATIVE LAW JUDGE PURSUANT TO DELEGATION This &-day of October, 1986..

D. David Slaton Chief Administrative law Judge

hm &l+YJU?lrl Sharon McCo nn aughy Secretary of the Comnfssion ARKANSAS PUBLIC SERVICE COMMISSION

I. ..:.f!. :'

IN THE MATTER OF CARRIERS PROVIDING 1 INTRASTATE INTEREXCHANGE TELECOMMUNICATIONS ) DOCKET NO. 84-114-U SERVICES - GTE SPRINT COMMUNICATIONS 1 ORDER NO. 1% CORPORATI ON 1

ORDER

On August 15, 1988, U.S. Sprint Comnunications Company (U.S. Sprint) filed its Application for a modification of its Certificate of Convenience and Necessity (CCN) in this Oocket. In support of its Application, US. Sprint states that on July 20, 1988, United Telecommunications, Inc. (United Telecom) and GTE Corporation (GTE) entered into an agreement whereby United Telecom would purchase from GTE, subject to appropriate regulatory approval, a control 1 ing interest in U.S. Sprint. U.S. Sprint requests that its CCM be modified to reflect the changes which ate to" occur as a result of this transaction. On August 31, 1988, Staff of the Arkansas Public Service Conmission (Staff) filed the prepared testhony of Polly Vaughn, Financi a1 Analyst, Research and Pol icy Development, recommending approval of U.S. Sprint's Application. Pursuant to Staff's recomnendation, it is the finding of the Administrative Law Judge that U.S, Sprint's Application is in the public interest and should be oranted. DOCKET NO. 84-114-11 PAGE 2

IT IS, THEREFORE, ORDERED: That the Application filed by U.S. Sprint in this Docket on August 15, 1988, requesting a modification of its CCN is hereby approved. BY ORDER OF THE CHIEF ADMINISTRATIVE LAW JUDGE PURSUANT TO DELEGATION This day of September, 1988

0. David Slaton Chief Administrative Law Judge

fecretary of the hnission . 0. Ja I2 9 41 ill '39 * ARKANSAS PUBLIC SERVICE COMMISSION

rN THE MATTER OF TL.IEAPPLICATION OF 1 SPRWT COMMUNICATIONS COMPANY L.P. FOR ) ISSUANCE OF A CERTIFICATE OF PUBLTC 1 DOCKET NOm99-126-U CONVENIENCE AND NECESSITY TO PROVIDE ) ORDER NO. INTRASTATE LOCAL EXCHANGE 1 TELECOMMUNICATTONSSERVICES 1

On May 18, 1999, Sprint Commukalions Company L,P. (Sprint or the AppIicant}, a

Iimited partnership, filed an Application for a Certificate of Public Convenience and Neccssity

(CCN)seeking statewide authority to provide intmhte local exchange telecommunications

services in the State of Arkansas. InitialIg, however, Sprint intends to offer local exchange

services in the territories currentIy served by Southwestern Bell Telephone Company (SWBT), .-!) .-!) GTE Arkansas, Inc. and GTE Southwest, Inc. Sprint was previously authorized to provide

intFaslate interexchange service in Docket No. 84-1 14-U.

On May 1 9, 1999, Order No. 1 designated the undersigned as the presiding officer in this

proceeding,

On June 28, 1999, Staff Senior Telecommuhications Engineer Brinton holyfiled

testimony regarding Sprint's Application. Mr. Ramaly mted that his review of the Application

relied upon the infomation required by RuIc 7.0511) of the Commission's Rules of Practice and

Procedure, as well as information obtained through discovery. Mr. Ramoly testified that, based

upon information provided by ?he Applicant, Sprint appears to have the financial, technicnl and

managerial capacity to providc intrastate telecommunications services in the State of Arkansas.

He rccommended that Sprint be granted a CCN to provide focal telecommunications services in

i DOCKET NO. 99- 126-U PAGE 2

Arkansas and that the AppIicant be dircctcd to report intrastate minutes of use to the Arkansas

Intrastate Cnrrier Common Line Pool.

Mr. Ramoly testified that Sprint has not provided tariffs or a pice list. He nores that, on

page 5 of its Application, Sprint stales that it "commits not to offer any telecommunications

scrviccs - . .until such time as tariffs are filed." Sprint also states that it "seeks a waiver from

the requirement to provide initial tdffs." Mr. Ramoly testified that this request is moot since

the Commission has dowed other appIieants to file tariffs afier granting a CCN in the absence

of a waiver request, and recommended that the waiver requested by Sprint be denied. He aIso

recommended that Sprint be directed to maintain a current tariff or price list with the

Commission and to not provide service until the initial tariff or price list is filed.

3 Mr. Ramoly noted that Sprint has not provided maps and legal descriptions for the

geographic areas to be served. However, the Application states at page 5 that Sprint "concurs in

the legal descriptions and maps contained within thc tariffs of SWBT . .. and incorporates such

descriptions and maps as if fully set forth herein." In response to Staffs interrogatories, Sprint

states that, "[u]pn filing its tariff, Sprint intends to indicate c~ncurrmcewith the maps and

legal descriptions in the tariffs of the incumbent [local exchange Carrier]." Mr. holy

rccommended that Sprint be directed to maintain maps and legal descriptions of the geographic

areas to be servcd or place statements in its tariff concurring in the appropriate exchange area

maps and boundary descriptions filed with the Commission. If the geographic area sewed by

Sprint changes, it should be dircctcd to amend its tariff or price list io reflect the ~ICWarca

serued. DOCKET NO. 99-126-U PAGE 3

On April 18, 1999, an lnterconnection Agreement between Sprint and SWBT was approved by Order No. 3 of Docket No. 99-OM-U.

On July 2,1999, Sprint nnd the Geneml Staff of the Arkansas Public Service

Commission filed B joint waiver of a hearing on Sprint‘s Application for a CCN,pursunnt to

Ark. Code Ann. $23-3-205(1997 SUPP.).

Based on the recommendationof Staff, the Application of Sprint Communications

Company L.P. for a CCN to provide local telecommunications services in Arkansas shouId be and is hereby granted. Sprint is directed to report its intrastate minutes of use to the Arkansas

Intrastate Carrier Common Line Fool and to file tariffs or a price list with the Commission prior to providing service to customers in Arkansas. The request for a waiver ofthe requirement to file initial tariffs is denied. Sprint is directed to maintain maps and legal descriptions of the geographic areas to be served, or to place statements in its tariff or price list concurring in the appropriate exchange area maps and boundary descriptions filed with the Commission. IF the geographical area sewed by Sprint changes, Sprint is directed to mend its tariff or price list 10 reflect the new area served. Tho Secretary of the Commission is directed to close this docket and the record herein upon entry of this order. BY ORDER OF THE HEARNG EXAMDIER PURSUAh! TO DELEGATION. K This 12 day of July, 1999. .PA.- -

EXhibitN0.: 4' fime(s: Article Y: Inrercannection and 'f Intercarrier Compensation Issues SA, 7.8, . * 11-14, 18, 20, 21, 24, 26,29, 31; Article Xli: OSS Issue I; und ArtfcleXI: Number FILED' Portability Issue 2 APR 2 5 2006 Fmless: Guy E. Miter, ILI Type oJEchibk Direcr Testimony M!ssouri PubIIc Sponsoring Pa@: CentrayTel of Missouri, Service Commission LLC und Spectra Cornmications Group, UCd/b/a CenhoyTeI Case NO,: TU-2006-0299 Date Testimony Prepared: Much 23,21106

CASE: NO. TG2006-1)299

n OF 'ME STATE OF MISSOURI

STATE OF LOUISIANA PARlSB OF OUAmA

I, Guy E. Miller, of lawful and b&g duly Sworn, &It: . , ..-......

TABLE OF CONTENTS

1. Bakpd...... 1 U. purpoSe of Testimony ...... , ...... ,...... ,,...... -...l....H...... ,,.....4 m. Article VDisputed hsws ...... _...... (a) Socket seeks ament that is beyond parity...... ,.,...... 9 @) Socket attempts to impose inapplicable ATgtT-based cummibneots on CenturyTel. ..,,...... ,...... ,,. ,,,...... ,....., ,,. ,,., ,..*,,., ...... ,..... 10 (c) Socket's demands me economimlIy inftasibldunmsonable...... ,...., 1I (d) Socket demands excessive, unlimited technical information that k not necessary or appropriate ...... ,....,..,,,. ...,., ...... , ,...... , ,...... _...... ,12 (e) Sodket's demand forudateral decSw-mahg DS to interconnection facilities is unreasonable and economically infeasible.,,,.,...... ,.,, ,.....,., ...... ,., ..... :..,...... ,...... ,, -15 IT. Article XU Disputed hues ..... ,...... ,, ..,...... ,.,.- ..... ,.., ...... , ,..,...... 65 A. Lack of Key Tmplementation Documents ...... ,,...,...69 33. OSS Implementation RequiFes lad- Consbcy...... ' ..~...... , ...72 V. CmUryTel is Not AT&T ...... ,..,...... -...... , ...... 76 VI. MdcXS Disputed Iss~t- NumbPortability ...... ,.,...... -. .. ,...... , ...... ,.79

Issue 2: Should the ica clearly specify that the partics are required to permit telephone nmksassociated wi& remote cdfonvarding to be ported only when the number being fonvizded is located in ffie smc rate center? .1111...,79 Xssue 5 [A) - 'what methods and pmdures should be included in the XCA to emre interconnbction mmgements are establishd and augmented efficiently? ...... ,.,...... -.-.....,.,...... a...... ,.,.,... ..f...... 6 Issue 7- Which pm's language should be adopted regatding network interconnection?...... , ,...... ,. .. ,, ...... ,, ,. ,...... ,...... ,. , , ...... ,,, .. ..,24 Issue 8- Which party's language shollld be adopted regadhg indirect interconnection?...... _. ., .. .. . ,.. ,. ,...... ,. ,, ...... ,, ,-, ...... ,. .. .,, . , , . ,. , , ...... ,.. .. .,. .,. . ...27 Issue 1I- What are the appropriate rates, tcmand conditions for ciompensation for transit ec?._...... -...... _...... ,..,- 3 1 Issue 12- Should the paties agrce to tmkhg,forecasting, availability of facilities, and requirements prior to exchanging traffic? ...... , ...... _.... 3 6 Issue 13- whcre available, should there be a preference for two-way tnznks? .,., ...,...... 38 Issue 14- What bunking requkqents should the Agreement mntainl...... 43 Tsme 18- Should CenturyTd's language regardiogjobtpImbg criteria that k alreadyincluded inArtic~em[berepeatedinArticleV?..,...... 45 Issue 20-Should this Article recognize that termhatirig carriers may rely an terminating rem& for billing the originating Carrier? ...... A9 hue21- Should Service ordering, Provisioning, and Mahtenance stank& be included hthe EA?...... 53 Issue 24- In the event one carrier is unable to provide moet-point bigdata, should that derbe heId liable for the amount of unbillable charges? ...... 57 Issue 26- Shodd each party bc required to pass calling party number (CFN) infodonto the othaparty? ...... 59 Issue 29- Should Century Tel's proposed routing point limitations be inchded in the ICA ...... 61 Issue 31- Should Socket's proposed lanppge regarding rhe exchange of enbancedliaformationservices imf6c be included in the agreement?,...... 64 1 DIRECTTE§TIMONY OF GUY E. MLLER,m 2 ON BEHALF OF CENTURYTEL OF MISSOW, LLC AND SPECTRA 3 COMMLTNXCATIONS GROUP, UCd/b/a CENTURm 4 5 Q* 6 A. My name is Guy E. Miller, m. My bushes address is 100 CentrrryTel Drive, Mom, 7 LA 71203.

8 Qm ON WHOSE BEHALF ARE YOU SU33MI"G IhECT TFATMONY?

9 A. I am submitting direct testimony on behalf of CenturyreI of Missom', LLC and Spech-a

10 CommunicationsGroup, UC,coIIcctivc~y referred to herein ILS "CentmyTeL"

I1 1. 12 Background I3 Q. BY WHOM AXE YOU EMPLOYED AND WBIAT IS Youxi POSITION?

14 A. I am Cusrentzy emphyed by CenturyTel SdceGroup 81: Director- Carrier Relations

I5 Strategy and Policy. I have held this pasition. sin= DccemEKr 5,2005.

16 Q. 17 18 A. I am responsible for wduathg, developing, and implemen@g the policies and positions

19 that govern all the official ihtmctions between personnel representing the CentmyTeI

20 regulated telephone companies and competitive Carriers or o&r potentid wholesale

21 customers. In addition, I atll responsibIe for evaluating, developing, and implementing 22 CenturyTd's regulatory positions on intercarrier issues. Far example, X have evduatd

23 and xecommended revisions to pmpscd dements of hm'ercompcmation &om 1

24 aIso pqkdpolicy and proms recommenddons for mitigating phantom ImEc and I

25 served as the nrml LEC lead negotiator for working out issues with BellSouth.

26 Q. WHAT POSITION DID YOU HOLD BEPORE BECOMING D3RECKlR- 27 CABMER ~~ONSST%TBGY AHD POLICY? .

I I.

A. From Scptembw 10, 2002 to December 4, 2005, I was Director-Carrier Relations for

CenturyTet Service Group, Q- WI€AT WERE YOUR RESPONSIHLWIES AS DIRECTOR-CARNER IUTLATIONS?

5 A I was responsible for overseeing all of CenturyTel's activity related to its obligations

6 under Sections 251 and 252 of thc federal Tehxommunicatbns Ad of 1996 (47 UXC.

7 15 251,252), hdudiag enstiring compliance with those statutes. Tbis also meant 1 was 8 responsible for oversight of all interconnection agreement negotiations aad €or all

9 operations performed under &05e agreements. 10 Q- PLEASE DESC-E YOUR EXPERIENCE I3 THE TELECOMMUNTCATXONS If INDUSTRY BEFORE BECOMING DIXCTOR-C~RRELATIONS.

12 k

13 28 yw. I Wed h 1973 BS a Customer Sdces Superrisor for Soufhwcstern Bell

14 Telephone Company. I primarily rtqomible fw managiag thc Business Customer 15 Service aperations for a specxed gmgraphic part of Houston, Texes. In 1980, I be

a Customer Servia Manager in the Business Education and Andysk workgroup. 1

18 needs and made recommendations €or improved efficiency and €or resolving bushes L needs. In 1981, I enteted the Southwestem Bell desorgdon, ktas an Accotmt Executive serving the Publishing and Media iuduskies tben as rn Account Executive Ii

sewing national accounts in the petr9bxnbl industry,

h 1984, I transferred to a start-up affiliated equipment sales company,

responsible for teIecomunications equipment sales to national petrochemical and engiaming companies. This ampany promoted me to Corporate Manager- Tmining

I 2 I t

1 Pmgatm in 1985 and asked me to develop and deliver sales and management thhgas

2 well as direct all teechkcal trainiag efforts. In 1986, the qonsibXty for helopping md

3 aaminiStering benefit program^ and for spec8c skifig issues w added to my duties.

4 In 1987, 'I was recruited into another new aatcdcompany, Southwestern 'Bell

5 Gateway Services, as tbe Regional Sales Director for Strategk and TaticaT plans and

6 methods, Thk company WES a pre-Internet information provider and I devdoped and

7 implemented the plans for the mkehg and advertising of the information semices and

8 for the development of senices content to meet consumer needs and expectations. I also 9 managed government and camunity relations and marketing and sales support issues.

10 Jn 1989,I returned to Southwestem Bell Telephone as the Market Mauaga for the

11 competitive der&et segment ad, eventually, the Mdet Planner for the market

12 sepent. From 1989 until 1995, I developed strategic, tactical and business plans to

13 service the CLEC, wireless, IXC, ESPIZSP and cable industrits. I also developed new 2 14 products for tbis market segment and edaUshed specidzd customer s&ce and sales

16 In 1995, I was recruited to MFS Telemn, a competitive access provider, where Z

17 strvcd as &he Director- Marketing for MFS's private line and colhcation services. For a

18 short time in 1996,I worked on antract as the Vice President- Sales and Marketing €or

19 Quantum Software Solutions- a start up provider of call center sohe, Then, hmlate

23 local exchange carrier. For most of this be, 1 was a SFnior Dhctor in product 22 markcting. 1managcd and developed dedicated and switched transport md ~~H~Cation

23 products for the wholesak business segment, which included carriers, XSPs, large

3 & L

1 enteqrke business and gwemment. In 2001, hiemedia was purchd by WorldCom.

2 At that he,I began serving h an interim dual role as the Tntmedia exdvein charge

3 of Carrier and ISP Sales Suppod and also as Intermedia's Vice President for Industry

4 Policy. h fhis latter role, I oversaw tbe integration ofhtmncdia's regulatory and camk 5 relations activities into the WorIdCom business model. I left Worldcorn in late 2002

6 ad, as previousIy mentioned, joined CentUryTel in September of thzt year. 7 Q- HA~YOU P~VIOUSLY TES- BERO~ANY STATE comssrow 8R Yes. In April, 2005, I testified before the AIabama Public Service Commission regarding

9 a dispute with a CLEC concerning billing and collocation issues. I also testijied before

10 the Texas Public Utility commission in 1992 on the matter of a national media company

11 debmandingan Nl 1 code for its use in providing idonnationto subscrifms.

12 I have also bew involved in the preparation and delivery of w&en tertimony

13 related k, several FCC proposed rulemakings hing 2003 through 2006. These

14 rulemakings have kchded wireless IocaI number portability, virtual Nxx, phantom

15 Wc,intercarrier compensafion reform md 91 1E9 I 1 services for Volp providers. This

16 17 rL 18 hrpose of Testimony 19 Q. 20 A. In my testimony, X will address certain disputes between the parties relating to disputed

21 issue concerning intetcomection (Article v), intercarrier COIII~~~S~OII{ArticIe V),

22 number portability (Astide xn), and 03s (fideXIII). Tbe purpose of my testimony is

23 to show how, amiss the board, Cenwel proposes conhct language that best ma

24 &e rtgulafory and economic interests of the mA a context that best provides for me

4 1 c

1 faciiities-based competition, I will ah demonstrate that Socket's demands are

2 umasonabk, in some cases.hfeasible, and in many respects impose undue burdens, cost 3 and otherwise, on CenturyTel that inappropriate.

4 As I discuss the disputes, I wilI also show that Socket's proposed text is in many

5 res- umly disingenuous and patently results-oriented in so fix as Socket swings back

6 and forth between broad, open language md narrow, resbktive language soldy to set up

7 the most f$vorabIe conditions for Socket to exercise unilateml control over CenturyTel's

8 network management and operations, hpde GmtUryTel's Tights under law, and to

9 mitigate any change of law'that Socket may not &e, To tbis end, Socket also ignores

10 industry practice by attempting to Iimit the parties' &Sty to discuss and agree on ?he 21 bm qpmach where such discussion and agreement is appropriate. 12 FinaIly, I will shw that Socket consistdy and inappropriakly attempts to

13 transplant AT&T Missouri terms, c;ond%ons, and obligations to CcnhqTeI, completely

14 ignoring ihe very relevant fact that, as I3r. Avera shows, the two local telephone

15 companies do not have identical or men similar markets, market ConCentration, customer

16 density, resources, qabilitiw and networks.

17 Q. BOW IS YOURTESTIMONY ORGANIZED?

18 A h the next Section, 1 address certain disputed issues relating to interconn&on and

19 intmwmier compensation that arise in Article V. ki that section, I discuss tbc disputed

20 issues stquedally. After this, based on my hthand knowledge of the hhgand 21 complexity of electronic OSS systems development by the major national &e% I 22 kstQ to the critid issue of 0% implementatioa Thm, in section V of my testimony, I 23 discuss same of tbe diffetences between CenWTeI and AT&T that preclude SimpSy

5 I ''~~g-and-pastiug''AT&T~riented language aad obIigations and attempting to apply

2 those provisions to CentuyTcl. Finally, I turn to the number portability issues in

3 Article Xa in section VI of my Mimony, explaining why the Commission should adopt

4 CeoturyTel's proposals.

5 6

7 Q* WlTE BESPECT TO THE PARTES' DISPUTES IN ARTICLE Y, ABE YOU

8 ADDRESSING ALL ASPECTS OF ALL ISSUES THAT ~~ IN DISPUTE 9 BF,I"TZEPARTIES? 10 R No, I am not. I am generally ad-g those issues dcating primarily with

11 intercmnection matters, as well IU providing testimony on network and kdercomection

12 concerns undalyhg certain of the parties' intercarrier compensation disputes.

I3 CenturyTel Witness Calvin Simsbaw wiU address the intmarrier compensation disputes

14 more My, as well as discussing in detail certain disputes between the pdesrelating to

15 points of intemmection C'POIs''). 16 ISSUE S(A) - What methods and procedrtra should be included in the 17 ICA to ensure interconnection arrangements are esta'btished and 18 augmented efliciently? 19 Qm WHAT IS THIE PARTIES' 3ASIC DISPUTE IN ISSUE 5[A]? 20 A. From CenturyTel's pemve, this dispute primarily concern Socket's attempt to

21 impose onerous burdens on CenturyTeI whiIe retaining milateral and Wlyunfimited

22 authority, dismetion and decision-makiag by Socket as to engineering work IO be

23 required, idomtionto be obtained, and facilities to be provided. In contrast to Socket's

24 demrmds, CenturyTel offers to work with Socket tis to the estabiishent or augmentation

25 of interconnection mangemenls, agrees to provide, consistent with the RA, Certain

6 1

3 Q* WHAT REQUIRXMFJT DOES SOCKET PROPOSE FOR 4 INTERCONNJXTICW ESTABLISHMENT AND AUGMZNTATIUN? 5 A. In this isflle regarding the methods and procedures for establishing and augmenring

6 intercomdon arrangements, Socket generally makes three unrwonable demands that

7 the Commission should reject First, Socket demands that CenaUyTel assign and

8 designale a person to oycrsee and meas the coordinator for any new interconnection or

9 aupcntation project. This person is to be howledgeable in all processes and

10 procedures for all deparhaents and mud be avdabIe to Socket at any time &g

11 business hours to answer questions or ofhenvise serve Socket's needs during the proje&

I2 Socket, in oder words, seems to treat CenturyTel's workforce as a WE in itseE

13 purporting to 'hbde"a hturyTe1 engineer €or Socket's use, but at no cost.

14 Second, Socket then goes further to require CentwyTel to provide detaiIed and

15 unlimited information, including proprietary information, abut its network upon request.

16 Wbile CenmTel provides cabin technical infomafioq a required by law, Socket's

17 demands ate excessive, without hit,and grossly unreaso~bk,

18 Third, disregarding CCnturyTel's legitimate network concerns, Socket would

19 quire it to provide whatever interconnection facilities Socket demands, ~egardlessof 20 any forecasts, mcutilization projections, or any demonstrated need for the facilities.

21 Indeed, Socket would not gi~aCentmfId a voice in the decision but would require

22 CenmyTel to install the facilities rcg8rdess of any CentuyTcI concerns. Although

23 Socket would allow CentuqTel to initiate a dispute if there is an undemomimted need

7 b

1 for facilities, Socket would obligate CenturyTel to first W the facilities anyway

2 dhgthe wum. of such a dispute,

3 Q* WXAT IS CENTURYTEL'S RESPONSE TO SOCKET'S DEMANDS? 4A It is appruent on their face, as well as upon further critical scrutiny, tbat each of Socket's

5 demands 81t inappropriate, both under Section 251 and as an oprationd matter. Under

6 Sedan 23 of the FTA, for example, Socket's demands are inappropriate because Socket

7 is ignoring the FCC's insbuction in 203 ofthe Fit Report and Order that each Carrier

8 must retain respansibilily for the management, control, adperformance of its own 9 network. SimilarIy, Socket's demands critically ignore $@cant oper&onal issues and

10 problems that would arise, For example, Wthg CenhUyTel to reconcile tht

11 obligation to provide facilities for Socket's unforeecasted and/or unjustified demands

12 againStjuStiFied CenturyTel or other CBrrier ne& for any existing sparc facilities, even if 13

14 the prioritization and al~ocationof pcrsomel to meet Socket's request YS, meehg other

15 carrier requests, And, of come, if the Commission accedes to Socket's demands, UNE

16 across the hard must also be &sitcd to w, eCeakqyTel is, consist& W~II 17 the law, remvehg its costs (partiddy those new costs that would arkdue to Socket's

18 instant demands). That, however, should not te BI~issue here because the Commission 19 should reject Socket's proposed contract lmguage and instead adopt CentwyTeI's

20 reasonable proposaL Among other things, Socket9 proposwl contract language imposes

21 due budem on CentmyTel, unnecessarily and inapproprhtely intcrfcres with

22 CenturyTel's management and opemtion of its network contrary to the FCC's guidance,

8 1.

1 Q. WEY DO YOU SAY TFIX'CUMMXSSIOTJ SHOULD REJIECT SOCKET'S 2 PROPOSED CONTRACT LANGUAGE?

3 A. I have generalIy articulated CephlryTtT's basic co~lcemsabove, but that high level

4 discussion does not compreheasively speak to the range of probIems and issues arising

5 from Socket's demands, En addition to the above, there ere at I& five reasons the 6 Commission should reject Socket's demands in Issue 5(A). I will address them in turn.

10 A. In its languase, Socket demands, but is not entitled to, special treament above and

11 byod what CenturyTel does for itself or for my other CLEC. Socket's proposed

12 language would reqUire CenturyTel to assign. and desigaate a specid, unique project

13 CooIdinatOr to nm the Socket project hmbewg to end but CmturyTel does not do

14 this for itsel€, for its retail customers or for its other wholesale customers. Instead, as

15 each projcd arises, CenturyTel selects appropriate project personnel fiom an avail&Ic

16 team of subject matter expeas. These persame1 coordinate network projects withh

17 individual area of expertise and with an escalation capability in each area to address 18 unforeseen issues. Perbps due to its exceSSiYe xelimce on contract Ianguage that it has

19 with AT&T Missouri, Socket demands spGaI, super-parity beatment by, for example, 20 quiring project coordination mirroring that purportedly provided by AT&T Missouri 21 That AT&T Missouri may have certain q~abZtiesor offers Cwtain services is hlevant 22 here, as will be eXprZined more fully later in my testimony and in the testimony of 23 Dr. Avem. CeWTd's obligations under 9 25I(c] (2) are pariv-bwd, meaning it must

24 provide required demtnts and servicesin amanntr"thatis at hst@ h quality to that

25 provided, .. to itselfor to any subsidiary, Bate,or any other paay to w5ch tbe carrier

9 I provides intercanncction." Neither the Tdecom Act nor any FCC order requireS

2 CentuyTd to satisfy its statutory obligations in a mmer '"that is at least equal in quality

3 ta that provided" by AT&T Missouri or any other RBOC, CentwyTel must provide

4 elemmts, services, aad hctiodities on a parity basis and that is what CentqTel

5 proposes with its contract language, thereby Wring its pdty obligations. Socket's

6 demands are cIeady for specid, superior treatment

7 @) Socket attempts io impose inapplicable AT&T-based commitments on 8 Centuflel.

9 Qr 'WHATIS THE SIECOND ADDITIONAL REASON TIE COiMIMISSION 10 SHOULD REJECT SOCXOET'S DEMANDS? 11 A. h addition to Socket's demand for treatment th~tis better than parity, Socket also 12 inappropriately relies on wbt appear to be AT&Toriented commihents and

13 obligations.

WHY IS IT XPJAPPROPRUTE TO IMPOSE TFIOSE AT&T MISSOURI-BASED OBLIGATIONS OR COWTMBNTS? I6 A. lndependent of the parity issue, Socket's attempt to impose AT&T Mssouri-oriented 27 obligations on CentwyTd is improper and must not be granted CmturyTel is not AT&T 18 Missouri and the Commission should not adopt contmct lmgqe as if it were. Socket,

19 for example, presumes that CenturyTFl bas an AT&T-like organization, stmcture and

20 typc of trained personnd. In fact, that is not the case. CenmyTel docs not have

21 pwsonnel mcntIy in place to support Socket's or any other cmkr's request for an end-

22 bend project coordinator. Indeed, business cirnrmstances and a number of ~US~IY-

23 spec5c factors recently forced CenturyTeI to lay off 275 employees, which is

24 appmxhatcly 4% of its workforce. CentmyTel is not AT&T and does not lave AT&T's

25 resum, nor pmpnably does Socket have thc level of business in CenaUyTel territoxy

10 . -* .

1 that it does in AT&T tem"tory. Instead, CenttyTd is a non-RBOC ILEC sehg

2 relativdy smak c~mmitkin Miss&. In mumation, CenbryTel is much smaller 3 than AT&T, opera!^ on a different size and scale, operates a substantially diEFerent

4 netxok, bas different economies of scalc and scope, SC~Sgeopphic areas- with much 5 less population density, and bas €undamentalIy different options, procedures, 6 mechanisms, and opabilities. On this pht, Dr, Avera's testimony is ue.qGvocaZ that

7 the criticd md fimdamental differences between CentrrryTeI and other lR33OCs like

8 AT&T Mssouri, from both a regulapry and an economic perspective, reguiFe that

9 CenturyTel be treated diEerently.

10 Tbis proceeding is about developing an intercoMection agreement for Socket and

11 CdTeI, it is not hutreplackg the M2A for AT&T. Socket is impropdy egto

12 CompeI CenturyTel to mirror AT&T's operations and offerings. That the Commission

13 may have approved hgmge as to AT&T in an entirely dif3crmt context is irrelevant to

14 resolution of this dispute between Socket and CenturyTel. 1s Q, AS OPPOSED TO AT&T MtSSOuRx, WOWSOmT'S PROPOSAL CAUSE 16 CE~~ANY~UEBURD'EPI?

17 A. Absolutely. Requhg dedicated, unbundled Mtomiquely tend to Socket projects, for

I8 ample, imposeS an extreme burden on Cenwel in terms of both staffing and

19 financial res~~cce~.Socket's demands, more~ver,impose undue economic burdens.

20 (c) Socket's demands are economically jnfeasib3dunrasonabl~ 21 Q. ARE YOU SUGGESTING TBAT ECONOMIC HW3IBU.J" IS TEE THIRD 22 REASON TEE COMMISSION SHOULD REJECT SOCKET'S 23 INTERCO"ION METEIODS D-S IN ISSUE 5(A)?

24 A. Yes. Wile Socket's demands may be tecb*caUy feasible (CenhayTel can, at a

' 25 substantial cost and burden., provide the dedicated personnel, detaiIed technical

11 4 b

I iLLfOmtion, md facilities], byarc unreasonable and infeasible from an economic

2 pcr+ve.

3 QI 4 Cdy. The potentidy substantial capital and expense outlay requid to 6 accommodate Socket’s demands for a dedicated wordinator and for the Wation of

7 facilities *out limitation, for example, wdd render satisfying those demands

8 economically infemible. Not to mention the substantial heand expense that it would

9 necessarily take to establish new procedures tu suit Socket’s rmique requests. And

10 because other CLECs may adopt the interconnection awement mIting from this

I1 proceeding, CenhuyTel would effectively lx obligated to incur heburdens with 12 mpct to every adopting CLEC in Missouri, nu matter how small that CLEC and its 33 busiiess may be. Providing a ttained, dedicated coxdimtor for socket’s benefit, for 14 example, muId cost CenrJsyTeI as much as $60-70,000 per year in weighted pome1

15 costs and the same amount €or each other adopting CLEC. Meeting the llnlimited

16 facilities obligations that Socket wants to impose is rn order of magnitude even higher.

17 Socket’s dum& are excessive aad fail to incorporate any mechanisn for CentmyTel

18 cost recovery or even reasonable up front cost comolllimitation.

19 (a) Socket demands excesshe, unlimited technical information that is not 20 necessary or appropriata 21 Q. PLEASE EXPWTHE H”H REASON THE COMMCSSION SHOULD 22 REJECT SOC!KF,T’S DEMANDS.

23 A,

24 excessive, detailed technid infadon that is neither Tiecessary for Socket to establish 25 hkmnnection nor is appropriate under the law. Independent of the burdens associated 1 with providing that information, as well as concans with reIeasing this sensitive material,

2 Socket is not atifled to aGllnlimiied scope of infomation demanded 3 Q, CAN YOU SUMMAXWX SOCKET'S REQUEST FOR "WORK 4 rnOIZMATION? 5 A. Yes. In addition to the concerns that I have previously related, Socket's proposed

6 coatmct language is overly broad, ambiguous, fdsto specify the scope of infomation at 7 issue, and would impose obligations an CenhuyTel far beyond anything rqukcd by the

8 Telecom Act. In particular, in its proposed section 2.3, Socket includes a very broad

9 obligation to pravide, withaut any appartnt limitation, "technical infomathn about

10 CentrayTel's network fdities in sufficient ddd to daw Socket to achieve

11 interconnection." As written, the Ianguage implies that Socket can quwt all mmer of 12 Med network information, including proprietary information, and llnilaterally

13 defermine if &e provided infomation is sufficient, leaving ktuyTe1 obligated to

14 provide furher llnIimited infomtiw if Sacket thinks the inforation initially provided

15 is not stdZcient Smket's language far exceeds Cen!myTd's obligation under 47 CFR, 16 Part 51.305 and 321, as well as the First Report and Order, Not surprisingly, Sodm aIso

17 ignores the Part 51.305 obligation that Socket has to compensate CenturyTel fox efforts

18 on Socket's behajust as CenturyTeI bears costs for the exact Same efforts done on its 19 own behalf, In addition, the ambiguity concerning the scup of information mbjectto the

20 contract provision could Ied lo future disputes Wcen the parties 8s to what

21 information and what level of detail CcnturyTel is obligated to provide. Sockct's

22 netwok idomtion pmpusal, amdingly, is problematic on several levdq inctuding:

23 (a) unlimited ia scow, (b] Socket UniIaterally determines whether provided information is

24 "sufficient," (c) language ambiguity gives rise fo future disputes before the Commission,

13 L

3 and (a) Socket provides no mechanism for CenturyTel cost fecovery (which done

2 mandates rejection of the S0c;ket language].

3 Q, BUT DOESWT CENTCIRYI'EL HAYE AN OBLIGATION TO PROYIUE 4 NETWORK INPORMATION TO SOCKET FOR J"ERC0NNECTION s PWOSESP- 6 A. Ycs, of course. As I understand it, the obligation iS deked ia 47 CFR § 51.3050: "An

7 incumbent LEC shall provide to a requesting telecommunications mkr technicd

8 idurntion about &e incumbent LEC's network facilities dcient to allow the

9 requesting carrier to achieve interconnection consistent witb &e rquirements of this

10 S&OP." This language implies that the EEC will determine what is diicient

11 information in accordance with the specific requirements that are set forth in applicable

12 law. S&cient techaical information is not, contrary to Sock& pmpsaI, &id

13 technical informtion, Mead of reproduchg this citation verbatim, Socket has cleverly

14 rcarrangcd the words to @YE. it an implication that does not &st in &e original (Le., that

18 general infomation indicating the iocation and technical characteristics of

19 incumbent LEC network h%itk~,''(Emphasis addd.) 'JXs cla~%catioanot only limits

20 the rquired infodon to that which is general in nature but also to only the location

21 and techid chact&tics of facilities. This Isin contrast to II current datuequat hm

22 Socket which requires CmtuqTel to identify the provider of leased facilities, the mutes

23 of these leased faciIities and the Size of these facilities. None of the requested

24 information is necessary for Socket's hterconnection ne&. fn short, Socket's

25 dctemhtbn of 'hffu&nt information" exceeds that of applicable law.

14 ..

1 For obvious reasons, hchding network hte& safety, and security, CenwTel

2 does not relase unlimited infodonabout network capacily or facilities to a customer 3 or competitor. Tellingly, Socket dtcs w authority or analpis supporting its demands for

4 uaspeci&d, Wide mghg information. Also, much of CentmyTel’s herswitch network

5 does consist of Iased hcilitits. CenauyTel wodd not howwhat capacity is available

6 for futlrre use or what external requests have been made for the leased fadity.

7 Moreover, CenturyTeI is not in a position to provide detailsd infwmation to 8 those leased facilities that belong to another carrier and, in fact, is probibitea &m doing

9 sopummtto contractual contidentjdity dauxs.

10 Fkdy, Socket’s language does not ~efkctthe engineering i&tie of a network

11 where capacity availability at any given point in time does not guarantee capacity

12 availability at a later date when a CEC actually places an order. Nodcircuit orden

14 (e) Socket’s demand for anilateraI declsion-maling ai to interconnection 15 facWeS is anreaomble and economicsUg infeasibIe.

16 Q. PLEASF, JXE’LMN THE, XIFIXREASON THE COMMISSION SHOULD DENY 17 SOCKET’S PR0POSE;D CUNTRGCT LANGUAGE FOR ISSUE 5(A). 18 A. Similar to its pmpsd with respect to network hfomthn, Socket would rtfain

19 unilateral deckion-making author@ and demands the unlimited ability to order

20 interconnection faciIities without any showing of necess* or prop&@. Under ~

21 proposal, CenhnyTel has no choice but to provision whatever inttrconnectioa facilities

22 Socket requests (any disputes cafinot be raised until afk ?he facifities are actuaUy

23 provisioned). Socket’s demand in tbis respect is unreasonable and economicaUy

24 infeasible, impsing onerous netwprk and cost burdens on CenturyTeL

15 *-.-

4 L

1 Q. WHAT IS SOCKET'S POSITION REGARDING TEE PROVISIOHRVG OF 2 XNTERCONNECI'IUN FACILJTB.S?

3 A. Socket's proposd language io sections 2.5.1 and 2.5.2 would give Socket the unilateral

4 right to detwmine the need aud the size of all facilities with~~dCenturyTel's cuncnce

5 or input* Basically, Socket would be allowed to ordcr interconnection facilities without 6 any limitah and CentwyTel would be required in every instance to provision the 7 facilities before any formal opportunity to provide input or object to the requested 8 facilities. I .- 9 Q* IS I" BASONABLE FOR ~~~L TO DELAY OR REFUSE TU 10 PROCESS SOCKET REQUESTS E"OR "TERCO3YNECTlON FACILITD3-S 11 TBlAT ARE NOT JUSTIPIED BY ANY DEMAND STUDY OR VALID 12 PROJ'ECCCONS?

13 A. Ye, of muse jt is. Socket's proposed language fails to mognize engineering and 14 nehvork realities, First, as drafted Socket's proposed language is overly broad and

15 unduly burdensome, fa;linP to provide CenhyTel with adequate protection against

16 requests that myjeopardk network integrity or result in customer-affecting facilities-

17 exhaust. Far example, CenwTel had a situation in mal Mssouri aparoximatery a year

18 ago in which a CWrequested 800 additiod udoreczrsted trmks. Pmvidhg s~chL!

19 quantity in a mal area is problematic enough in itxK but the requested muting to a third

20 party tetndem would also have rdtedin comerEAS and toll calls getting blockd

21 due to tandem Mchanding limitations, Sand, the contract language ignores that 22 CenturyTel itself may have Iegitimate existing demand need for tbe facilities.

23 CenturyTel, &I all, must manage its network to meb~fb its retail and its wholesale

24 Mlstomm. As such, it should be entitIed to request and review Wcstudies to didate

25 need and mauage its operations. Socket's demznd, accordingly, umecessdy and

26 inappropriately interferes with CenturyTel's management and operation of its network for

16 --.

I alI cusf~mersalike, both retaiI and wholesale. Socket fails to offa any wmpelling reason

2 for vestiag it Gth milatad autho~tyto require provisioning facilities for it to the

3 detriment and at the expense -ofservice to others.

4 Also, because other CLECs may adopt the interconnection agreement resdtbg

5 hm fhis proceeding, CenhuyTel wodd effectively be obligated to tie up or build 6 facilities for all adopting CLECs regardless of the CLEW actual Mcneed. Socket’s

7 language, therefore, codd impose substantid personnel and network costs upwards of

8 several hnndred thousands of dollars per year for Socket and sevdmillions of dollars

9 per year for dl mloptjng CLECs, not to mention optrational and customer-affecting

10 issues with the network itself due to the CLEW requests. Taken to its logical COIICILIS~O~,adoption of Socket’s language could result in a CenturyTd obligation to 12 provide all requested interconnection facilities m all requtSting CLECs regardless of

13 nd,propriety, impact on III~network, and dctrimentd impact to other users of the

15 proposals and the signiscant barm its demands my impose.

16 17 18 19 20

21 A, Uafomtely, no. ‘While it is a virtual Certainty that CenturyTel would be subject to

22 such exohitant costs under Socket’s proposaI, thwe is no way to be more specific

24 situations where CLECk hftve requested Witits that itre not needed or have b-

25 stranded due to a CLEC not meeting its bushes plan forecasts and extrapolated tbat

26 d~tg hdependent of the negative ramifications on the network and its

17 3 L

1 mgementhperalion, codplying with the language Socket proposes would

2 undoubtedly be extremely costIy for CentuyTeI.

3 Q. DOES TRTS COST SAY A"G ABOUT TKE ECONUMC EEASBlLlTY 4 OF SOCKET'S PROPOSED TICRMS? 5A Yes. Hun* of thousands to miIIions of dollars per year in potentid new costs does

6 not pass any reasonable economic fesibdity Sanity ?est. This is especially true when one

7 considen &e ease with which those costs may be avoide-y regUiring mutual

8 discussion and COQII~~~OIIup front regarding anticipated b&c and facilities

9 rq~ernents.And in addition to ?heeconomic fmiity wncem, I bdicve &ere may bc

IO aa anti-compefitive element to these terns as well.

11 Q. WHAT DO YOUMFAN? 12 A. If the Commission adopts Socket's terms, Socket and other MFNhg CLECs would

13 rem& that CentuyTel must pmvide all requested interconnection facilities to all

14 requesting CECs regardlesl of need, propriety, impact on the mho& and detdmentd

15 impact to other users of the netwok and that CentwyTel would incur scvd hundred

16 thousands to several millions of dollars per year in new costs. Knowing that, there may 17

18 to gain a competitive advantage. by degmding CenhuyTel's semice and consuming its

19 capM to &e exdusion of capital expenditures focusd on its omcustomers. Allowing

22 Q. 23 24

18 f I.

1 A. Not under Socket's proposed language. And not in a situation where each party is

2 responsible for its omcosts to the POI and where there are no checks and baIances to

3 ensure that the facilities are justified and that the other parQ is, in fact., actually

4 provisioning mirmring kdities of its om. CenturyTel could be obligated fo provide or

5 build f&iEtiw to a POT and thm is notbhg in Socket's proposed terms to-compel ,the 6

7 Q. WEAT ABUUTTEEPPROYISION OF ARTIcLlE IU, 4 12.6 WBICEIALLOWS 8 CEN'ITLRYTEL TO ASSESS A STRANDEX, PLWT ORDXSCONTIMXD . 9 SERYlCE ORDER CHARGE 'POR CAFACITYFORECASJXDAND ORDEmD 10 ]BY SOCKET, BUT TBEN NUT USED BY SUCKET? 1: don't believe that provision would mitigate the antimmfltive potential of Socket's

12 proposed language. Section 12.6 does state that CenttrryTel must be able to demonskate

13 that it hilt the plant based on Socket's order as well aa demonstmte the charge is based

14 upon costs incurred 8s a result of Socket order. What 12.6 does not say is what time

15 frame Socket bas to actualIy put the facilityto use before CenhrryTel caa declare it to be

16 shaded Socket can claim that it is 'Sn the proccss of developing IX&C to put on the

17 €ac%!$' or that it "has plans to TOUout services in the market but could not do so until the 18 fadiity was in place." Whife I have no howledge of SDcket making such specific claims

19 in the past, other CLECs have made such claims b me regarding their interconnection

20 facilities. So right away, a dispute arises and CentwyTd must incur even more costs by

21 fhga complaint with thc commission and following through the complaint process.

22 Again, with DO specific standard to use in the determination of stranding, CenbyTel has

23 no guaranteed succffsfuI ouhmc h 8 stranding momplaint and Socket or any other

24 CLEC or CLECs could m uy huge intercOnnec&oncosts CenhqTcl without incZrrring

25 like costs on their side of the POT,

19 1 c

1 Qm ARE YOU AWmOR ANY PRECEDm WHERE OTHER ILECS 2 LEGITIMATELY DENED REQUESTED UECINTERCONNFLTKIN 3 FACEITES?

4A. Yes, an RB OC denid several fadititx orders tbat I placed when I worked for a CLEC.

7G Certdmly. As I m1ier mMed, prior to joining CenhqTeI, I held a wholesale marketing 8 position with hhmedia Communidons. Zn that position, I was responsible for the ISP 9

10 completed and hplementd its annual revenue budgets, orders were placed with RBOCs

such as &llSou& and SBC for interconnection facilities to equal the PRI fo- for

12 specific local markets. Several times during my employmentwith Intwmedia, an RBOC

13 would deny the order, stating that zntenncdia had not yet used the existing capacity nor

I4 had say fiu rate projection to use the capacity within six months to a yw.

15 Q. SO HOW DID YOU ADDRESS TEESE SllTATIONS?

16 A. 3ecause the ILEC denied the ordcrs Eind Jnkrmedb codd not justify the additional

17 facilities based on anyfhing other than desprojections, we negotiated with de XLEC for IS

19 commitment to jmpltxnent the additional facilities request once the existing facilities

20 ei~amchd an 80% rate or a steady fill rate growth clwe demonstrated that the

existing facilities would be 5Udwithin Six months.

22 Q. WAS THIS A REASONABLE COMPROMEE? 23 A.

1 .* ..

1 2 3 4 k Of course there are circumstanceS, Despite the pro6lems tbat I have illustrated, as long as

6 nedd to augment facilities for Socket’s sole kmf& then CentilryTel will provide the 7 facilities, Section 252(d)(1), requirts a CIXC to bear the cost of that hterconnection,

8 inchding B ramable profit Pursuant to that provision of law, CenturyTeI bas no 9 obligation to provide or consbuct Mities without adequate compensafion and should

10 not be required 10 do so under cjrcumstances that may critidy impair network

11 management and operation.

12 13 14 15 A. Socket should pay for dI casts associated with unjwEd facilities, both recurring and

20 intercanamion facility costs will begin to tak~&ect Xn this manner, Socket 21 immediately obtain its desi@ facilities while CenturyTel simultaneousIy avoids the

22 Substantial cost and network impIications sss~cid~dwith providing unjus&ed

23 intercDnnection facilities.

24 25

21 _-

I A. Yes. A few years ago, there was another CLEC in Missouri' with a business model

2 SimiIar to that stated by Socket @e., an ISP moving to a CLEC Serving ISPs mohgto a

3 CLEC that would provide Idseenice). This CLEC required intercomwtion facilities

4 hrn CentqTeL ”XI the CLEC came back a year later With a requst for 3 massive

5 increase in intercaxlnection facilities, requwting approxhatdy 800 trunks in just one

6 location BS I recall, Investigation proved that thc original facilities were never used for

7 the provision of teIecornmunication service to the public for a fee as dehedby Federal

8 regulation The facilities were sotely used for the provision ofthe soailed CLEC‘s om 9 Internet serrice. CennUyTel informed this ISP CLEC that Until the original facilities

10 were actually used for Section251 telecommunications mc, CcnturyTel could not

II hitdlmore facilities at its own cost Since the XSP CLEC admitted that it had no current

12 public telemmddons offering but was “pImning to have one,” the ISP cl;EC was

13 offered the option of buybg dedicated facilities out of the tariff for its ISP business and

14 CenWTel would convert these as needed to interconnection facilities once tbe CL,EC

15 actually started providiog 104telecommunications Service to the public, The CUC did

16 agmto purchase the reguested facilities under the terns of &e applicable miff.

17 Qa WAS THAT REASONABLE AND SUPPORTED BY APPLICABLE MW?

18 A Yes. Ahhaugh 1 am not I lawyer, based on my Imaerstanding, applicable law does not

19 permit intmnnection to be abtained for the sole putpose ofproviding XSP service, First,

20 Part 51.305(b) prohibits thc use of interconnection solely for the purpose of originating or

21 terminating B carrier’s own interexchmge semi= ISP Mcis, of come, interexchange

22 in nature pursuant to the FCC’s finding in its ISP Remand Order, Also, in the 51.5

23 definition of a telewmmtmicatians catfief it states that the definition includes providers

24 ‘Yo the extent they are acting as ~ecommuaicationr;&as, compnia that provide

I, 1 both telecommmkdons and idomation services." Taken in the context of the

2 deGtion's appearance in Part51, this meaas that if a provider is not offering

4 entitled to interconnection. I would stipuIa that this dso reasonabfy means that a

7 as those sentices are offered on a comflon carrier basis. In addilion, merely providing 8 teIecomunications senices in one metis no basis for obtaining interconnection for

10 to obtain '"intenxnnection" lieu of Special or Switched access or their substitutes for use in markefs where Socket does not provide common carriage Senices (the "substitute"

13 Q. SO A CmCSHOULD PROWETl3LE€OMMWICATIUNS SERWW IN A 14 MARKET BEFORE OR AT LEAST SIMULTANEOUSLY WTEi THE 15 PROVISION OF 3SP SERVICES Pl ORDER TO QUAlLXPY POR 16 mRcommuN? 17 A. Ig Q. 19 20 21

22 A Yes. In making its demands, Socket also ignores the relevant FCC &ding jn pamgraph

23 203 of fhe Fht Report and Order: "We also concIude, however, that le#hak tfrreats to 24 network reliability and security musf be considered in evdw&g the technical feasibility

25 of htmmection or wxss to incumbent LEC networks. Negative network reliabzty

26 effects are n-sady contrary to a finding of technical feasibility. Each mkrmust be

27 able to retain responsibiliy for the mmagmenf, control, and P"f0rmance of its om

23 1 network" The FCC's guidance there speaks dhdy to critical MRC~~~Sraised by

2 Socket's proposed language.

3 Q* WITH RESPECT TO PARTIES' COMPEJBE LANGUAGE PROPOSALS 4 IN ISSUE 5(A), WHY IS CENTURYTEL'S PROPOSAL MORE REASONABLE 5 TFUN SOCKF,T'S? 6R Instead oferecting cumbersome and rigid detailed processs, CenturyTel proposes simple

7 and stmightforward contract language essentially staling that the Parties will fonow

8 indnstry standard guideher, that CenturyTel will provide Socket with necessary

10 work together with respect to provisioning and deployment of appropriate facilities, In II each rap&, CcnhyTePs proposal is resonable, completcIy satisfies hs obljgations

12 under the Telecom Act, and accommodates Socket's le- interconneclion-related

13 needs. 14 Q. HOW SHOULD THF, COMMlSSlON RESOLYE THXS DISPUTE? 15 A hoking at the implicatioas of Socket's demands vis-Ei-vis CenturyTel's reas~nrtble

16 proposal that isconsistent eth its statufoq~and reguIatory obligations, as well as critical

18 CenturyTel's proposed contract language and reject Socket's demands.

19 ISSUE 'I- Which party's language should be adopted regarding 20 network interconnection? 21 Q. WlTH RESPECT TO PARTJES DISPUTES IN IS!RE 7, ARE YOU 22 AXlDRE8SING ALL ASPECTS OF ALL ISSUE3 THAT =MAIN IN DISPUTE 23 BETWEENTKEPARTES? 24 A. No, I am not, CentUryTel witness Cal Simshaw is providing detailed testimony

25 discussing the parties' spccific disputes relating to Socket's POI demands and explaining

24 -l

I CcntuyTel's proposds in that respect. 1: 8m testifying on two non-POI issues related to

2 Socket's proposed language?

3 Q, WHICH IS TKE FIXX ISSUE THXT YOU ARE ADDRESSING? 4 A. T am addressing Socket's proposed language in 62.

5 Q. WHAT IS TEE GIST OF SOCKET'S PROPOSED MGUAGEIN 6.2? 6 A Socket proposes language essentially subjecting the rouhg and exchange of 91 1 tmffic

7 to the terms of Article V and treating it as an interconnection service that is covered by 8 this section as well as by Article XI.

9 Q. WHY XS TEE3 A PROBLEM? 10 A. There are several reasons why Socket's proposed language is inapprOpriak. First, of I1 course, the exchange and muting of 911 bafh between the parties is not an

12 intercomection service, mer, 911 is a Xmt ?mnspofl service that CentrrryTeI

13 provides on behalf of Missouri Colmties. Socket's end usm do not exchange

14 d?swith CentwyTel but rather their 911 calls are directed to the appropriate County

15 PSAP over spdic 91I tfilnks established for that exclusive pqose. CenturyTd only

16 provides to the PSAPs and relatd database Services purmant to direction fiom 17 the Countits. It would, therefore, be improper to attempt to hnsform 911 Mcinto +

18 interconnection Seryices subject to the many and Varied provisions of Article V. Second, 19 fiom a practical and operational standpoint, Socket's proposal may crcate undue

20 pmbIems with respect to maaagiag the patties' relationship, Since 91 1 tmEc is subject

21 to &e agrd-to provisions of AaicJe XI, making that traffic separately subject to Article

22 V provisions is a recipe for confusion, ambiguity and dispute. 23 Q. WHATXSINARTXCZ;EXI?

25 'I t

I A. Genedly, Article XI is specifically dedicated to 911 and includes aII tern specifi~to 2 911 bhdhgthe pricing of facilities. As such, It is inappropriate to refaace Article V

3 terms as also applicable to 911. This establishes B potential for fbtm dispute between 4 tbe parties based upon conaiding applidlc tcrms.

5 Q* 6k

7 Q* WEAT MGUAGE SHOWAPPEAR IN ARTICLE Y FOR Taxs xILsPuT%? 8 A.

9 Article X, Article V &odd remain dent on 91I. Alternatively, it would be acceptable

10 to shply state that the terms for 91 1are contained in Article XI. 11 Q. DO YOU HAW ANY OTHER CONCERN SOCKET'S PRbPOSED 12 WGUAGEIN TEE SECTIONS COVERED BY ISSUE 7?

13 A. Yes. Socket's proposed language in Section 6 is unnec;essary and potentially problematic

14 in terms of undue speciscity that is better leff to tbe parties' ongoing discussions and

15 which may preclude irihemtly necessary flexibility in network operations and

16 menagement. Socket's pmpsd, &c hturyTeYs, inappropriately athpts to di~hh

17 the actual technical aspects of intercpmation tbat we best left to a joint meeting between

18 the parties where actual network aod physical pmctm spocjfic to a location are 19 evaluated. Sockct's inserted technical aspects may not bc possible or appropriate in dl

20 locdons and may present opdond and practid difficulties. For example, Socket's

21 language establishes POXs kith such great specificity that &ere is no Sityto adapt the

22 POI location to specific technical and geopphic differences between separate

23 CmhnyTel offices and facilities. CcntuyTel proposes sdarlanguage in 4.1 that should

24 address Socket's concam.

26 ..

7 5

1 Q* 2 A.

5 CenbqTd's proposed network interconnection mnW hpgeand reject Socket's

6 demands. 7 ISSUE 8- 'which party's language shonld be adopted regarding 8 indjrect interconnection? PYSATIS TFEPARTrls' DISPUTE m ISSUE 8? 10 A Basically, the dispute concerns whether Socket should have the ubiquitous, unilateral

I1 authofity to establish indirect interconnection with CentuqTel without my limitation or

12 conditions. We&tuq&l adlmowledges Socket's right and ability to interconnect

13 inditectly, the decision to establish indirect interconnection should be a coordinated one 14 involving both parties and-there should be contractual provisions rethe

15 establishment of direct intmmwfion when it becomes economicdfy adhable to do so.

16 With its proposed language, CentqTeI simply seeks a cooperative endeavor in creating 17 18 Q. 19 A. Dired interconnection is the Wgof both carrias' networks directly to each other for 20 the mutual exchaugc of Section251(b) (5) traf5c wifh no hbdary. Indirect

21 iaterconnection, on the othti hand, is the lioking of the two carrims through a third party

22 Carrier.

23 There are a number of key pinfs tn be understood regarding indirect

24 interconnection.

27 ...... --

I Indirect interconnection involves a third party carrier acting as a transit provider 2 between lhetwo interconnecting parties. 3 None of the section251@) (5) traffic between the two intmom- carriers 4 brigbatesor tmninates on the Mcarrier's network. 5 Any reciprocal compensation charges for kdnathg Section 251@} (5) Mc 6 between the two intercmtecting carriers is paid by the 0d-g Carrier, not the 7 tiansihg wrrier providing the transit seMce for hdirwt interwmectimi between 8 the two pdes. 9 A Carrier may interconnect indirectly provided that carrier cm fhd a third party 10 . wiIIing to prddc such ~IFU&. 11 There is 110 rewmyobligation OR the part of any &er to provide third party 12 bmit on bchalfof itflothet carrier, 13 Any tra@ agrement shouldbe mutually negotiated. 24 Q. PLFASE BXPLAJN IN GENEML TERMS I%" IT Is ADVISABIB FOR 15 CAXRIERS TO ESTABLISK INIIIRFAX ~TF&CO"ECTION RATEER 16 THANDIRECT JpJTERcOmmoN. 17 A. The primay wonfor cam'ers to consider indirect hkmmoction is when the volume

18 of the traffic to be exchanged betweea them is de minimis and does not wmtdkect 19 intercomedon. Xn other words, the cost of the tmnSiting fees paid to the ftliTd party

20 wriex me less fhao the cast of a direct fidity. midy this is at the DS-1 level of

21 mcM less.

22 Q. PYHY WOULD A CZEC DESIRE I"REC2 ~RCONNECTIONLF THE: 23 TRAFFC IS ATAVOLUME GREATER TXIANDS- l? 24 A. Generally, a CLEC would not desire indirect interconnection if its own trafEc is at a DS-

25 I level or greater. Simpre cost economics would dictate that decision. TypicaUy when a

26 CLEC refuses direct connection it is because the CLEC's share of the mcis low

27 enough that the CLEC does not want to incur any costs €or its sheof a direct

28 interc;oMection. This occm primarily With '1SPs that have CLEC SMXSor with CLEa

29 . . that only meISPS. In such a case, &e Mcis one-way fiom the LEC to the CLEC

28 .+ - -.

I I

1 SO the CLEC bas no economic incentive to'implement dsrect intercoIulection and every

2 competitive incentive to force the UCto incur unnecessary ws&.

3 Q DOES c3NTmYTEL OPPOSE mma INTERcomEm6N? 4A. Not at all. Contrary to Socket's apparent assumption, CentmyTel doa not propose

5 refusing or 'kesgictinf' indirect interconnection. Precisely to the contrary, CenturyTeZ

6 actuazIy favon indirect interconnection unless there is &dent tr&c volume ta justify 7

8 neighbprhood of B DS-1 level of Mc, economics and network concerns justify

10 CLEC may choose dirczt or indirect hmectionunder the Act instead of precluding 11 indirect intmmedion, however,'CenturyTel's proposal simply foUows de industry

12 nom and provides far direct hkrconnection when it is to both parties' cwuomic

13 advantage to do so. As I preVi~~~Iyrelated, at the 13s-I level of Mc,the cost of the

14 faciliv becomes less than the cost of paying thkd fees.

15 ProbIematically, however, Socket's approach would give it the unilateral ability to

16 refuse direct conaection even wben such an approach Wouxd make economic sense for

17 CentutyTcl and when CenqTel is willing to bear those costs. A prior study of a simh

18 tyac of CEEC showed a potentid of $40,000 p~rmonth, hosta halfdondollars per

19 yearz in transiting costs to CenaUyrel for each LATA-wide indirect connection 10 a 20 single ISP-CLEC. Rather than opposing indirect btemnuection as Socket asserts,

21 CenturyTeI merely wants to the ability to establish direct hkmmection when it

22 becorns appmpkh to do $0. Swkct should not retain the tmilattcral authority to

23 effectively veto a direct htemmnectioa arrangement. In shmt, Socket's concerns are

29 I I

1 dsguidd, and CenturyTel's proposed lmwgc is not only consisteot with the law, but 2 dm best serves public policy and economic considerations. 3 Q. ARE TEI?,m ANY OTHXR PROBIXMS WITH SOCKET'S INDIRECT 4 3NTER.CO~CTIONLANGUAGE? 5 A. Yes, Viewhg Socket's unmdrkted Ianguage in context With its other proposed terms, 2

6 becomes apparent that Socket is attempkg io duly expand &e scope of the parties' 7 agreement beyond the exchange of Iocal WC.Interconnection agreements under

8 Sections 251 and 252 apply to 104 bterconncction, and are nof intended to supplant

9 mssarrangements, In numerous of its props& provisions, however, Socket attanpts

10 to qandde agrmwt so it would suppht 8CCeSS amngm~nts,which is prohibited

11 0 by the Comnmicatians Act, and wodd promote ahib-age and risk increases in so-called

12 phantom traffic, Sdon252 agreements, of course, should not be vehicles fw arbihge

13 or for circumventing other resttidmdchatges on nm-local Me.

14 FOTexample, Socket's attempt in Mcle TI to include local aad non-local in the

15 definition of '%dindirect" Wc, and its Mure to separate the two types of here,

16 suggests an ~ttempt,inconsktent with the Telecom Act, to supplant ~ccessarrangements. 17 Indirect conn~*onscan be used for local and indirect comtxfions em be used for non-

18 Zod, but the tdEc must be qamted andlor identZd and jWctiodizdto pedt

19 appropriate recovery of costs pursuant to access- tarifi.

20 Q. BOW SHOULD THE C0MMlSSIUN~OL;yETElS ISSUE? 21 A. The COmmi~si~~should reject Socket's demand for unilateral authority to dictate the

22 terms and mmnm of intercomectioa. CenturyTd's propmal, on the other band,

23 recogniizstherigbttointercoMectdirecftyorindirectly, butprovidesthatthepartieswill 24 jointly determine the pmpricv of indirect intcrconnectio~ As such, CentuyTel's

30 1 proposed contract language is eminently reasonable, is consistent with applicable law,

2 and should be adopted by the Commissioa

3 ISSUE 11- What are the appropriate rafes, terms and conditions for 4 compensation for transit traffic?

5 Q. WHATTSTRANSR-C? 6 A. Transit Mcis telmmmunications ImEc between orknatbg and Whgcarriers

7 tkt is transported between the originating and terminating cmiers oyer the network of a

8 third party carrier, Transit traf€tc is neither oiieirmfea nor terminated on the third party

9 der’s network, For example, a wkeless carrier may RO~have sufficient volume of

10 McbeWee.n its customers mad CentuyTcl’s customers ia Pot06 MlsoUri to justify a li direct connection to the CentUryTel end office in Potosi. In this example, the wireless

12 caftier and CenhyTel would agree to exchange this de minimis QaEc through AT&T 13 Missousi via the comectiom that CenhayTel separatelyhas with the AT&Ttandem that 14 serves the CentwyTel Potosi-endoffice. 15 Q, PLEASE STMWREF, THF, PARIDW DISPm REGAXU)JNG WSIT 16 TMFFIC?

17 k Thc parties’ transit traEc’djspuk apzsto be twofold Fm whereas Sockct‘s 18 proposed contract rzLnguage rqu& the -it provider to handle bilring issues,

19 CentmyTel pioposw following the in- standard of requiring the originating carrier .. 20 to cnterintoauamngementwith&ctwrmnatzng derto bill the originating carrier for

21 tedon of transit traffic. As such, the @es first dispute the appropriate 22 apportionment of compensation xesponsibilities. Since the originating carrier dmives the 23 benefit fiom the transit hEcarraagemenc it makes sense tu hold that carrier initidly

24 responsible for compensating &c terminating carrier. This is why this aacangement is the

25 industy standard nom Second, Sccket apparentty opposes CentoryTel’s proposal kt

’ 31 1 thc parties esWish their own agnxments with Wd-party providers. At this point, the

2 basis for Socket’s opposition is mclear, but having such apxmeofs is ;opOrtsnt to

3 ensure proper compensation, passage of CPN, and quitable apportioummt of

4 responsibii.

5 Q. WHAT CONCERNS DO YOU EAVE WIm SOCKST3SPROPOSALS FOR TED3 6 APPROPRIATE MTES, TERMS AND CONDITIONS FOR COMPENSATION 7 PORTRANSXT T-mmXc1 8 A. Socket’s proposed contract language suEe~~from several deficiencies. First, Socket

9 inappropriately attempts to impose inapplicable AT&T Misso~-orkmiedobligations on

10 CenturyTel by pmpsjng, co&act language from the succwr interconnection

11 qpment to ~e M2k Indeed, Socket’s primary judiication for its proposal in the

12 Parties’ Joint DPL was that Socket’s proposal ‘5s consistent w& pn’or Commission

13 precedent as reflected most recently in Docket No. TO-2005-0336.’’As explained above

14 and addressed in more detail below in my testimony, noL only is that not a sufficient 15 justification, but given the many substantial and critical differences between AT&T and

16 CentuyTel, dying so heavily on AT&T&ented provisions readers those provisions

17 suspect here. Without e$ablishhg their applicability to CenhryTeI, which Socket rimer

18 endeavors to do, the Commission shodd bgadAT&T-spec%c provisions proffered

I9 by Socket. Second, Socket ignores FCC precedent providing that the transitiag carrier

20 may bill the terminating carrier, and the terminating eermay bi the originating

21 der€or any Wthgdharges it had to pay. This compensation stmctmc, wxch

22 CentutyTel proposs, provides appropriate incentives for the parties to enter into direct

23 hkrcorndon anangements where it is economically sensible for them to do so.

32 .*

I I

1 Q= CAN YOU PROVIDE FURTHER EWLWATlON OF THOSE OPERA~ONAL 2 AND ECUNOh.FTC RFXJrn? 3 A. Yes, I can. As I related in my indirect interconnection Mhony, the primary mson fbr 4 carriers to traaSit Mcis when the volume of the ir&c to be excbanged is de minimis 5 aad does not warraat direct intmmectioa In other words, the cost of the bmsilhg fees

6 paid to the third party carrier are less than the cost of a direct facility. Typically this is at

7 the DS-1 Iwel of Sc.

8 A CLEC would certainly wt choose to transit its own ifthelnmitbg cost

9 was greater than the cost of a direct DS-1 connectian. However, the CLEC ha no

10 incentive to permit &czt connection when the Imsithg Wcis primarily or completely

31 one-way kmthe JLEC to the CLEC.

12 From ap opemtioaal standpoint, there are still network ConSidCratioaS with

13 bansiting bEc; they are just not network cumideratiom that are sp3dyrelated to

14 the CLEC. CWTeI,for ample, obviousIy needs to maintain &dent hunks to the 15 thkdperrtytandmprovider to address all ofthe trafFicthat goes both to that provider and

16 to any carriers that are indirectly connected to CenturyTel via that tandem provider.

17 Complicating the maw, most RBUC tandem providers refuse to mix their traffic and

18 CLEC tdXc on the same tnmks and require separate lmnk groups. This hrementdly

19 increases CentuiyTel’s network costs. Fidy, it is easier for arbitmge and phantom

20 Mcto occur wifh transiting Wcbecause Cenwel has no control over the tmEc

21 that is sat to it via a transiting arrangement. CLEC Mcca be sent to CenturyTel

22 without the CLEC having the reguired intercomdon agmment with CenttrryTel, And

23 because transiting trunks aa local trunks, interexdhange Mecan be illegdy sent via

24 this method and would appear to CenturyTeI BS beat &c.

33 .- ,.

1 U&e CenturyTeI, ATgtT likely does not share the same concerns With -it

2 Mc. Transiting is not -~neconomic or operational issue of &e menature or

3 magnitude for AT&T. AT&T is ahthe tandem omer in virtually all cases witbin 3s

4 local netwark and would not find itself transiting any traffic b Socket beyond a de 5 level. AT&T, therefore, would not care any transithg obligdons rn any 6 operational issues associatd wiih the transitkg network. Hence AT&T had no incentive 7 to arbifmte tbis pint and Socket's inappropriate language found ils way in to its

a wentwith Socket. CatqTel, however, does have substantid financial and 9

IO the agreement to follow the industry standard norms. 11 Q. 12

13 A. Yes. The key points include the following: 14 - The on'ginathg Party will compensate the Tandem Party fur each miOute ofoon- 15 MCA orighted Tandem switched hafE~whidhtmmhakto &thirdparty. 16 - The asplicabe rati: fpr fhis charge is the Tandem Transiting charge idmtifid 17 the agmmmt. 18 - The originating Party assumes responsibility for compensalim to &e compeny 19 thaitezmi~~lestltecall. 20 - Compensatioa to third parties terminating OD either Party's behalf shall be 21 m~eredby pi& arrangements between the origbhg Party and the 22 tedmthgthirdparty. 23 - Where the Transit Provider is scnt CPN by the originating m*er,the T-2 24 Provider will send the original and true CPN to the terminating Party pursuant to 2s the Missoufi Enhanced Records Exchange Rule, 26 - The Parties agree ta enter into their own agreements with Wd-party providers. 27 - In the evmt thi$ Socket sends tmftic through CentuyTel's network to a third- 28 party provider with whom Socket does not have a bEc interexchange 29 agreement, then Socket agr~to indemnify CenWyTel for any termhitiion 30 charges rendered by a third-party provider for such Wc. 31 - CenturyTel will not provide Tandem Tmit TdcService for Tandem Tmit 32 TmEc to be delivered to B socket, IUEC, CMRS carrier, or other LEC, if the

34 b 4

1 volume of Tandem Transit TScto be'deliveredto that excetds om(1) 2 DS-1 level volume of calls. 3 - Socket shall pay CatuxyTd for non-MCA Transit Sdce&at Socket originates 4 at the me. specified, plus any additional charges or costs the receiving Socket, 5 UC, CMRS &a, or other LEC hps~M levies on CenwTel for the 6 delivery or tcnnimian o€ such Mc,inchding any Switched Exchange Access 7 Charges. 8 " Cwsistent With the Commission's decision h Case No. TO-92-306and Case No. 9 TO-99483,neither party shall assess Innsit charges on any MCA tramit Mc. 10 - The Parties agreeto exlter into &e5 awn agreemmts Withthd-party providers. 11 Q. ARE THERE ANY OTEER CONCERNS WITH SOCKET'S PROPOSED 12 LANGlJAc;E? 13 A Yes. Here as eIs&ere, rather &an referencing apphble statufes, regulations or other

14 applide law, Socket attempts to hpseobligations on CentrrryTel by pamphrasiig the

15 legal obligations. This is prob1mtic for at least two reasons. FIpmphrasiig legal

16 obligahs may result in subtle modifications that have a critical impact on the parties' I7

18 obligations through parapbe, the better conhctud approach would be to simply

19 reference the obligation or include it verbatim. Sand, Socket's paraphrase of regal 20

21 of regulation may change d&g the term of this agemcnt. Socket may be attempting to

22 bid CentwyTel to terms that ue favorable 10 Socket and prevent CenWryTcl hmeasily

24 Qm BUT DOESN'T APPLICABLZ CRANGE OF LAW AIJTOMKI'ICALLY APPLY 25 TO AGFIEEMENTS? 26 A AM~oughthe con- contains change of law provisions, they 21e not auto~*calIy 27 apph?dc, instead rquirhg a period of negotiations, and the prms may be

28 wmplimtd As the Commission examines this issue, it is importaat to take all of

29 Socket's pmposcd language in context h other term, Socket attempts to stine the

35 1 incorporation of change of law by reqUiring fhe parties to Teach merit on change of

2 law terms befom they can be hcopratted, Sockct then codd draw hcorpmtion ont €or

3 a lengthy time W it so chooses, This me issue is just one of many where citing iaw or

4 5 WW. 6 HOW SHOWTHX COMMZSSION WOLYEmS DISPUTE?

7 Consistent with applicable law and the reasonable apportioment.o€costs and obE@tiom

8 with respect to transit traffic, the Commission should adopt CenttuyTel’s proppsd ... &-- 9 contract language.

10 ISSUE 12- Should the partiw agrec to frunking, forecasting, 11 availability offacilities, and requirements prior to exchanging trsf€ic? 12 PLEASE -LAIN THE PARTES’ DISPU’IE IN ISSlIE E? I3 At bottom, the dispute concerns the lwd of wordhution and agreement bitweerr the

14 partiw before exchangbg traffic. Whereas Socket limits tbe pdes’ coordination to

I5 merely “discussing* issum like bunking and forecasting, CenturyTel provjdes that the

16 parties ~21meet and agree on tnmking, forecasting of traffic, wdabdity of facilities,

17 and other requirements. In that manner, the parties closely coordinate at the initid stage 18 to preclude problems down the he, including facilities exhaust, d blocbe, added

20 quality of service the parties render to their end users over interconnected facilitia, 21

22 23 24 25

36 1A AbsoIWly not. Presumably, neither party advocates either network ineEciency or 2 dischbtion - cdyCenkayTel docs not. Rattter, Socket's issue statemcat appears 3 to be a rh&ricd effoxt to crcate false innuendos implying that without its proposed

4 language, notbing prevents CenauyTel from being incfficknt and discriminatorY, That is

5 obviously not the =e, as men a cursory review of the proposed conbct language 6 reveals. If anything CenhqTeI's poposd fosters greater effiiciency and now 7 discrhbtion by workhg closcIy with CLECs up fiont to avoid or at least minimize

10 parity-based obligations, Socket's proposed contract language in the first paragraph of

11 don1 I, 1 is therefore unnecessary, cumbersome, and mere slaplusage.

12 StipuIating that Socket's proposed contract Iauguage in the first pamgmph of

14 no objection to keeping such language if it were made mudd Socket agreed not to

15 impose and restrictions upon CenhuyTel that it did not impost upon its own b-afZc. 16 Q. IN ITS PRELIMINARY POSITION STA'IEMZNT IN THE JON DPL, 17 SOCKET ARGUES THA.T AGREEMEN" IS HOT NECESSARY BEFORE TEE IS PARTIES EXCHANGE Tk+FFiC. DO YOU EAYE A RESPONSE TO THAT 19 ARGUMENT? 20 A, Yes, I do. First, it is nobble that in asserting tbat agreemat is not necessary, Socket fails 21 to om any support or analysis. Fudher, it is worth observing that elsewhere Socket

24 e.g., issues 5,6, 14 and 21. Second, to properly manage !he network, ensure adequate

25 processes andprduesare in place, and minkbe netwok or customer disruption, the

37 .-

I I

parties should discuss and arrive at agreement on Mcexpectations, Such B

requirement, for example, would have cuaailed much of the dispute relating to the case I noted earlier in my &ony wherein a CLEC sought 800 additional unforecastedIrds

and the xequcsted routing to B third party tandem would haye xesliltcd in co~lsumerEAS

and toi calls gctthg blocked due to Tandem Wchanding limitations. Socket's

6 Imguage inappropriately ignores thcsc: valid networkbased concern regarding irafiffic

7 forecasts and facilities availability. Socket's language does not reflect the engheering

8 realities of a network where a foraat any given point in time does not guamntee

9 capacity when a CLEC acWy pkces an order. Providing network capacity to a POI

10 whm CenturyTel has not agreed on tnmkkg, forecasting and availabiity could present a

11 problem as nodCircuit'orde~s that Will hpacf capacity are worked aI1 the time.

12 Arriving at agreement would also minimize the potential for firturc disputes betw~cnthe

13 partiw.

14 CentuyTel's propod contract language, tu the contrary, provides the best 15 mechanism for cooperatively planning, mmagbg, and operating rhe network as ~e

16 intercDnnectto exchge ate. 17 Q- HOW SKOULX, THE COMMISSION ADJUDICATE TB[rs TSSUE? 18 A. To minimhe potential problems once he parties exchange tdic, the CDmmission

19 should adopt CenturyTel's proposed conbact language, providing for close up front

20 coopenifion and agreement on critical issue5 impacting the Pariies' gohg-fomaxd 21 relationship.

22 ISSUE 13- Where available, sbould there be a preference for two-way 23 tmnks? -. 24 Q. I A Although hth partieS agy that, whem available, two-way trunking is generally

2 preferable, Socket proposc~overly broad and ~~nabielanguage that fails to take into

3 ammt iastances in wbich two-way tmkhg is not appropriate aod precludes

4 cooperation and mordinafopbetween the pads zu to de implementation oftwo-way or

5 one-way in&n~ The dispute, thq primarily concerns Socket's effort to retain

6 udateral autbori~over tnmkiug arrangements. 7 Q. PLEASE ExfUIN DE'FERENCE BETWEEN ONEWAY AND TWO- 8 WAY TRUNKS. 9 k Certainly,,' As &e name implies, one-way truaks arc used to kanmit baEc only in the 10 didon of an originat;ag pw to a temhting pajl. Two-way e,on the other

12 Q. CAN YOU PLEASE DISCUSS THE NETWORK ISSUES A CARRJER MAY 13 CONSIDER IN DETBRMlMNG VB??,THF,R TO DEPLOY ONE-WAY OR TWG 14 WAY TR-? 15 A Yes. Two-way bnks are dythe most efficient way to bdeSc huse it

16 entails the dephyment of fewer €bcilitia to bandle Mcand is therefore more

17 ecoLlomicalIy prefmble. In addition, two way hmks may provide for a mer McfiU 18 factor if the traEc in each &&ion peaks at dif€aenttimes of the day. This &o mdd

19 T&UM the numbof trunks needed. However, cders must sometimes deploy one way 20 tnmks to be used as lo& interconnection tnmlcs for Certain switch plathm due to

21 technical issua, such as software pdmges that mynot have been purchased or due to

22 billing system issues* Other factom to Consider are agreement twms that determine which 23 carrier is responsible for payiag for the facilities and to what extent Also, deployment

24 decisions are, at least ia pt, determined by the anticipated Mcvolumes in each

25 direction and what types of Mcare sent over fhe tnmks, as well as whether two way

39 L t

2 to prevent such mime,

3 Q. SJNCE TEE PARTES AGREE mTTWO-WAY TRUNKS ARE GENE-Y 4 PREl?ERABLE, ARE TEEERE ANY PROBLEMS WITH SOCKET’S PROPOSJ3D 5 LANGUAGE.

6 A. Yes, altbough CenturyTel ceMyagrees that two way bunks are preferable and should 7 genedy’be used whcre available, Socket’s proposed language is overly broad and

8 unduly reslriciive. Wetwo-way tnmkiag may be economically prefaable in many or

9 most instances, it is not qpropriate in all cases. For example, pafagraph 219 of the

IO FM &prt and order, the FCC concludes that two way fnuJdng must be accommodated

11 ”where a derrequesting mkrwmection pursuant ta section 251(c){2) does not any a

12 suECient amount of Mcto justify separafe one-way hunks.” This FCC conclusion

13 implies that one-way frds may be amephble based upon Wcvolume done.

14 Theref- it is appropriate for the pdesto cooperatively coordinate theh deployment of I5 Inding arrangements. ‘without proper discussion and limitation, there are some two-

16 way tmnkbg situatians that could setup cpnditions that permit arbitrage and the potential

17 for phmirom traEtc. For example, over the pitthe yeps, it has been widely reported in

18 in- press ihat some CLECs hwc been caught improperry passing non-local VoIP or

19 JXC baEc over Icml hmks. For technical and/or practical reasom, the traffic over local

20 hmks cannot dways be jurisidictioaatized by origination of individual calls, The 21 establishment of two-way.frunkhg, without my need for agreement or demand

22 jusWation BS Socket has proposed and T have previously discussed, Couzd permit non- 23 local Idicto be passed tu CenhqTel as if it were Iocal Sc.

40 1 these crmcw CdutyTel's pmpsed language is more Icasonablc by &or&g the

2 @a additional flexibility to manage their Telaliomhips as necessary on an ongoing

3 basis. Whereas Socket demands the udateral ability to dictate the tcrms of the P~CS'

4 itding arrangemeats, CerihyTd proposes lmpge dohg the pdes to work

5 cooperatively to coordiate the trudkiag armngemcnt that will WOAbtst mder the case-

6 by-case circumstances presented,

7 Q- ARE ANY 0- PROBZIEIMS WITH SOCKET'S BROAD 8 LANGUAGE?

9 k Yes, taken in the coaxt of Socket's proposed language on the POI, the broad language

10 herein could k interpreted to impmperly shift costs to CentmyTel for which Socket

11 &odd reasonably 4raponsibIe. The lntercmier Compensation Reform underway

12 at the federal level dytontemplates fhat EECs' obfig4ons wdd stop at the

13 exchange boundary, but Socket's proposal would impwe cost and other obligations on

14 CenturyTel beyond its exchange boundary. For srample, in Socket's view CenhyTel

15 should be. proVidiug two way bunks from all Centu~yTeIcalling areas to a single location

16 in a UTA ys. proVidhg &e trufiks to designated points within each discrete CentmyTel

17 local dbgara. Expanding Cmtmfkl's cost and other obligxtions in that manner is 18 unreasonable.

19 Beyond the industry-developed recommendations that =e exptcted to provide 20 that CentUryTel's obligations do not extend past its exchange boundary, there is ampIe

22 legal prmdmt suggesting that B GECshould be responsible for costs beyond the local

22 &g afea bomdary, Several muds, for mplqhave ahowlcdged that the cost of

23 tmsporting Wccan be a relevant consideration in deciding Whether the POI is

24 "ttchnicalIy feasible" llnder Section 251(c)(2)@) or whether the intercannectioa mte is

41 r,

I Tust and reasonable'" under Section 252(d)(I) of &e Act. To that end, OM CQMnoted

2 that 'To the extent, however, that WorldCom's decision on btemmection pohb [is,,

3 choosing a single POI that is distant haVerizods facilities] may prove more expensive

4 to Verizon, the PUC should consider shifting costs to W~rldCom," MCI v. 3ell AU-

5 Pa,271 F.3d 491,518 (3rd Cir. 2001). In arriving at &at decision, the mdcitd 6 paragraph 209 of the FCC's original Local Competition Order. Similarly, the Ninth

7 Circuit rccogihd that the ILEC might be entitled to additional compensation mder

8 Section 252(d) (1) of the Act, and the state should have considered sbifhg some of the

9 costs of hauling Wcto the distant POI onto the CUE in that case AT&T. US West v.

10 Jennings, 304 F.3d 950, 961 (9th Cir. 2002). fn d~ort,Socket should be responsible €01

11 those costs it would 0theMs.e impose on CenturyTel that are beyond its reasonable 12 Menwith the exchange. CentaryTel whw cal S-w goes into detail on

13 tbis topic. 14 Q. UTEER l" TH3E mTERAL, lINDULY Resmmm NATEW UF 15 SOCKET'S PROPOSAL AND THE IMPROPER COST SHIFTING -YOU 16 Tl&CUSS, DO YOU RAVE, ANY OTHER SERIOUS CONCERN WITH 17 SOCKET'S LANGUAGE?

18 k Yes. Similar to my discussion above, Socket is again rlttemptiag to unduly expand &the

19 scope of this interct~nnectionagretmcnt well beyond the excbaoge of local Mc. With

20 its proposed lanppge for Inmkhg, Socket wwld impermissibly expand the scope of the

21 parties' XW beyond &e excbange of Id t&c, Socket's own prelimtaary position 22 statancat states tfiat Socket intends for fhwe two-way trunks to be used for Wcthat 23 may originate or terminafe outside of the Id ding area mch as EX, transiting and 24 ISP-hmd. Fmportantly, elsewhere ia its proposed language, Socket declates

25 Wcterminated to Ish, regardless of geographic location, to be acceptably bated as

42 1 lwal Mc. Even more tklIingIy, setling aside the dispute the Parties have on the

2 definition of 104, it re& mlw why Socket is objecting to CentmyTel’s position

3 that hcal interconnection tnmks are to be used for the delivery of local Wcdess

4 Socket may be conternplatkg using such tcu& to deliver non-local Scas if it were 5 local in nature. Agreements under sections 251 & 252, however, apply to local

6 intuwmedion, and are not intended to supplant access arrangements, Irr numerous

7 provisions, however, Socket attemp #o expand the agreement so it would supplant

8 access arrangements- which is prahiiikd by the CommunicationS Act and would

9 promote arbitrage and risk intxeaseS b sded phantom MC,Sdon 252

20 agremmiq of wm,should not be vehicles for arbhge or for ckcmwdng other

I1 restrictionsldmg~on non-local Mc. 12 Q. HOW SHOULD TEE COMMISSl0NRUL;E ON ISSUE 13? 13 A The Commission should adopt CenturjTel’s proposed language, which recop’zcs tbat

14 although kw-way are generally preferable, that is not uni~Mythe case and the

15 parties should work together coopmtively-rather than vesting uailaceral dtorily in I6 17 XSsrJE 14- What tntaking requirmenh should fbe Agreement 18 cantaiu?

14 Q. PLEASE SuMMA32IzE TBE PARTIES’ DISPW HFJW. 20 A C&y. The issue here is whether if is appropriate, as Socket demands, for all lmfficof

21 whateyer jUnsdictional nature to be muted over the same two-way tmks, legardles of

22 type, origin or ultimate destination. Because allowing such mhglhg of Sctrpes oyer

23 the same two-way tnmks fosters arbitrage apporhmities, may give rise to phantom mc, 24 makes proper jun’sdictiorralization of tdc diEdt, and detrhtintdy impacts

43 1 intercarrier compensation and other costs, CentuyTd proposes conbact language thd

2 segregates local and non-local Mcon different trunks, 3 Q* PLEASE DESCRIEIE SOCKET'S PROPOSED TRU"G REQU~~WIMFWS? 4A With the only pvssibk exception of PIC'd toll Mc,Socket would have the parties

5 exchange VirtUalIy every other kind of Mckaghabk over the Same two-way tntnks. 6 In doing so, Socket's'pmpmed contract language would uniIatdy supplant 7 CentuyTel's network mar&gcment and operations, and may present p~obleinswith 8 phantom Mc,8cms charge avoihcq and circumventionof other obligations. OD its

9 face, Socket's proposal attempts to dictate the types of W that will be used, mixes

10 inappropiate tvpes of trafEc on the sme trunks, and imposw obligations upon

11 CeaturyTeI that are not imposed by applicabIe Iaw h Part 51 or elsewhere. Such

12 specific, rigorous rqukemmts unduly impede heability to flexibly address fluid., unique

'13 circumstances &at may arise. Far example, Socket proposes including non-PIC'dhon-

14 equal access hdATA on the same facility that carries all the foms Qf local traffic.

15 Originating access would be due to Cenb-yTel for these calls if CenmyTel is not the

16 default 'Loll Carrier, but toll CalIS could not be idenaed measured by CentrrryTeI on.

17 the local kunks. htead, Socket would be paying ofiginabg hmstate access via a

1s Percent Local Use methud and wouId have every incentive to keep the PLU as high as

19 possible to avoid pzyhg appropiate access charges. Cwtersely, if the intr8LATA toll

20 calls wm directed to toll bunks, as CenkuyTel proposes, the toll MOUs could be 21 measured and ammtdy billed.

22 Even more troubling, Socket's proposal may allow a CLEC to ckmvent

23 applicable law undcr 252[g) and Part 69, and to unhwfUy Cimunvcnt access

24 compensation when the htemrmection facility is us6d for both lowl ad non-local

44 *.

traffic. For example, it is easier for arbitrage and phtom fnEc to wur if CenturyTel

has no agreement 8s to the types of Mcthat is swt to it over .trunks that me designed

for local use only. For practical znd economic reasom having to do with the voIumt of tta.ffc, local tru& do not have the call detaiI recording wpabilides of Fea- Group D

imh. Interexchange tra€Ec illegally seat via local trunks wodd appeac to CenbyTeI as

local mc. In addition to its own non-local Mc,a CLEC could front for third party

9 are documented cases in Missouri and eisewhere where CLEC local interconnection

IO bmks werc used to illegally terminate MC tdEc or interexchange VoP ffic to

I1 ILECs. CenturyTel fowl such abuse in the Braason area and I 41that the fker

12 SBC filed complaints and even sits over lXCs tembhg MCBs local instead of

13 paying access. While there may be some incidental mn-locaI Mcon local Imk, 14 Socket must femain responsibIe for compensating Centufkl for any such non-local 15 Mc, me are better served by working out the trunking and traffic exchange 16 details in ajoint me-.

17 Q. HOW SHODTHE COMMISSION RIZE ON ISSUE= 14? 1s *A. RwWgthe Serious potcntid for phantom Mc,arbitrage, and access charge 19 avoidance, the Commission shudd reject Socket’s proposed cornlanguage that would

22 ISSUX 1S. Should CenhyTel’s language regarding joint planning 23 criteria that is already included in Article m be repeated in Mde 24 V?

25 Q. PLEASE S13M1wIzzxzETHE DISPUTE.

4s .. ,. .I - .-

1k Socket apparently opposk CenhUyTeL's proposed contract language in section 11.4

2 provjckg that tbe parties ;wiU jointly plan certain criteria*reIatingto trrrnk planning.

3 Consistent with several of the issues I have discussed above, it hum to the pades'

4 collective benefit to coordinate in advance on certain matters that impact thek

5 relationship and, in particdar, the matlaganent and optionof the network, 6 Q. WEAT LANGUAGEDOES CE"IEL PROPOSE? 7 A. Jn section 11,4 of ArticIe V, CentuyTel proposes the following contract Imgwgc, d of

which Socket disputes:

9 11.4 hint Trunk Plaaning Criteria

IO h order to facilitate sound and economical network planning and provisioning,

II the Parties apeto work woptivdy to establish appropriate (i) fill fictnrs for 12 trunks previousIy deployed for the Socket; (ii) compensation arrangements to

14 strand plant or special comh-u&on termbation chgeto Socket for not utilizing

17 Q. WEAT IS TEE BASIS FOR SO-TS OFFOSLTION TO TRXS LANGUAGE 18 ABOW 30I"PILANPJXNB CXWERJA? 19 A. To datc, Socket has not articulated any substantive arguments regding the language

20 CtntuzyTel propow, Instead, Socket contends that the joint plmmiteria language

21 in Attide V is nierely a rep- of what is in Article m. 22 Q. 1STKATrnuE? 23 A. No. Cantmy to Socket's misleadbg assertions otherwise, the SimiIar provisions that 24 &sf in Article m do not exhaustively address th substantive criteria at issuc hac The

46 .*

1 language hArticle LII does not completely cover all aspects of Joht Planning and the 2 1-e in CdnryTel’s agreement template is needed for cMcation. Specijicdly,

3 the lanpge hmArticle Et is as follows:

4 Wi0h &hty (30) cdendar days hmthe effective date ofthis Agreement, 5 or as suon after the effective date BS pmctide, the Parties agree to meet 6 and develop joint pI&g and forecasting responsibilities which are 7 applicable to local senices, includhg Features, UNEs, eumk portability, 8 intemmection sdce5, Collocation, Poles, Coduits and Rightssf-Way 9 (ROW). Failure of Socket to perform its obligations as speaed in this 10 Section 12 may delay processing of Socket dceorders,. Such 11 responsibilities shall indude but arc not limited to tbe following: 12 12.1 The Parties will establish periodic reviews of $&cant n-rk and teChnoIogy 13 plans and will notify one aaother no later than six (6) months in advance of 14 changes that would impact either Party‘s pmvkion of serViccs.

15 12.2 Socket will Wsh io CenlmyTcl, on a semi-mud basis, infodon that 16 provides for state-wide two-year forecasts of order dvity, in-scrVice qndQ 17 forecasts, and Wityldanmd forecasts. 18 123 CmtqTel shall commeat on a Socket farecast within 30 days of receipt The 19 Parries shall work diligently and coopmtiveIy to resoIve any issues that may arise 20 fiom CenhryTel comments provided within 30 day of receipt ~udnga 21 forecast However, CentmyTel’s promsing of Socket’s Seryim orders wili not 22 be delayed. 23 22.4 The Parties will develop joint fomasfbg respwsibiities far traffic utilization 24 owtnmk pups and yearly forecasted tnmk quantities as set forih in Article V,

25 12.5 Socket ~)lallnotify a-ei promptly of changes greater than twenty percent 26 (20%] to currtnf forecasts Cmcrase or dczrease) that generate a shift in the 27 demand cwefor the following forecasting period. Wket orders that ecced the 28 capaciv oftbe Socket’s forecast shall only be Bled by Centufkl to the extent 29 the requested capacity is CmntIy Available. 30 12.6 CentUryTel rmcsthe right to assess Socket a skmded plant or discontinued 31 shceorder charge for capacity forecasted and ordered by Sock& brit then not 32 used by Socket, to the extent that CeduyTel can demonshate that it bdt the 33 plant based on Sodket’a arch as well BS demonstsate the charge is based upon 34 costs incurred as a rcsuIt of Socket order. 35 12.7 36 37

47 3

4 h order to facilitate sound and economical network planning mnd provisioning, tbe

5 Parties agree to w& coopMatively. to establish appropriate 6 (i) KU factors for d previouSry deployed for the Socket; (E) compensa~on 7 arrangements fo reflect CenturyTel's and the Socket's proportionate use of the buaking;

8 (iii)stcand plant or special Cons&wt%n termination cbarge ta Socket for not utilizing the

9 ordered trunking; and (iv) to establish appropriak time hmes to reffcct whether the

10 Socket ordered wgis kmtly Available.

21 As an alternative, if Socket prefers to move thwc darifications to Article Ul, then

12 CentuyTd would be willing to do so. 13 Q. CAN YOU EWzlATN WHY CEHTURYTEL HAS PROPOSED SECTION 11.4 14 . REGMIDING JOINT TRUNKPLAIWING?

15 A. AbsoluteIy. Advance joint coordination helps cut down on potential provisioning

16 problems, makes sure the right facilities are provisioned, establishes specific charges and

17 timeframes fhat appIy to fh provision of intemrmection and puts some criteria in plalace 18 thst can be wed for &e invocation of an Article m,12.6 stranded plant sit&oa. On its 19 face, the proposed Ianguage impom equivalent, reciprocal obligations upon both Socket

20 and CenhyTel. 21 Q. HOW SHOULD THE COMMXSSEON RESOLYE TEUS DISPUTE IN ISSUE l8? 22 A, hause it pvidts for joint planning and cooperation to maximizC the parties' efforts, 23 pmblems,and disprrtes, and develop efficient and economic mganents, the

24 Commission &odd adopt CentuyTel's ppsdcontract language.

48 ..

I ZSSulE 20- ShouId this Attide recopize that terminating carriers 2 may rely on terminatingrecords for b'ig the originating carrier? 3 Q. PLEASlE DESCRIBE TBE BASIC DISl?mBETWZEN TEE PARTXES, 4 A. Basically, the park' primary dispute appears to cenfef an the specsc nature of &e

5 records the par& must exchangeand the costs wociakd with exchanging those

.* 6 records. CenturyTd agrees that terminating Canim &odd rely on tmnmahng records,

7 but that is not the end of the matkr. Unlm the WGis roughly balanced, the exchange

8 WEAT LANGUAGE DOV C'ENTURYTEL PROPOSE? '10 k In an effort to adhere to applicable law without unduly burdtnhg the parties' Agreement,

I1 CenwgTel proposes the following:

12 12.3 Recarding and Billing for lad Intemmnection Tdc 13 All reccxding and billing of Local lntercomection TMcshrru b 14 in compliance witb the profisions of the Missouri 'Enhanced 15 Records Exchange Rule; 4 CSR 240, Chapter 29. I6 Q. HAS SOCKET ACCEPTED THXS PROPOSED LANGUAGE? 17 k No, it has not Although Socket docs not articuIate any reason for opposing this Ianguqe

19 Socket's proposed language, howeyer, is unduly rtstrictive, overly detailed, mynot

20 acmafeIy reflect the law or hdustq standards, and does not pmvide any mechanism for

21 cost recovery.

22 Q. SOCKET ASSERTS THAT IT WANTS TO ENSURF: THAT TEmAmG 23 CARIUERS CAN BELY ON TERMINATING RECORDS FOR BJLUNG Tm 24 ORIGIHATING CARRER HOW DO YOU RESPOND TO THAT CONCERN? 25 A. The priaciplt is he,but Socket's execution is My€lawed 26 Q. HOWSO?

49 1 A. Let me first be clear about CenturyTel's position As I just stated, CenturyTel cm agree 2 with tha basic premise of providing tcr "ng records. En fact, CenhryTel has been

3 lobwg the FCC for a rule requiring d carriers to provide =urate identifyiDg 4 information in the signaling and EMI records according to hdustty standards so Carriers

5 can accurately track and bill for traffic between networks. But Socket's proposed

6 language f& in several respects. Fk.st, Socket's language would impose obligations on 7 CentqTd that exceed its obligations under the Telecom Act. For example, conkary to

8 Socket's suggtstion, there is no obligation tbat call detail records should be autom&wlly

9 provided in all instances upon reps6 at no charge. Rathex, current law contemplates

10 that a CWC should compensate ~ILILEC for any and all work that the EEC perfonr3s on

its kW. To the extent Socket's hguage would relieve it of any obligation to

12 cornpensafe CenttrryTel for work done on Socket's behalf, it is inclons'sbt with the Iaw 13 and should be rejected, ne. starting point ia all events should be cost recovery; whatever

14 mrds that the parties exchange should be donc at cost to the otbcr'pq (unless, of

15 course, the Mcis sufficiently balancedto negate cost concerns).

16 Second, Socket's purported rationale for its proposal (;.e., that it waats to cnstrre

17 tdhgcarriers can rely on terminating records) is belied by the plain language of the

18 Misso~Enhanced xiecords Exchange Rule; 4 CSR 240, chapter 29, which Socket 19 disingenuously dhgards. In pertinent part, that deprovides as follows: 20 4 CSR 240-29.080 USE OF TERMNATING RECORD CREATION FOR WC-TO- 21 LEC 'ELECOMMUNICA'iIONS TRAFFIC 22 PURPOSE: Thir nile establishes a qvtern of termhating rzcord meoffon 23 between curriersfor Lmd Exchange Cmrier-to-hal Exchange Canier &EC- 24 to-IEC) tr&c, 25 (1) Termh&thgcadets may utiIiZe infmation received from originating 26 andlor Wthg carriers ta prepare category 1141-E records to 27 generefe accurate billing invoices fnr submission to originating carriers.

50 I- 1

1 All such billing iovoices subded by te&hg cmki shall be 2 generated and based upon category I1-0l:xX records and such records 3 shaU be made avdabIe to the originating derupon request at no 4 charge, originatiag carriers ark required to CompEIlSate -g 5 herson the bask'of such mxrate invoices. 6 A term'- m*ermay identify the originating derthat it bills based 7 on the originating opmting company mber(Om assdated with the 8 originating caller idmt5cation nmber. Certain type 1 Wireless 9 interconnections myutih blocks of fmer than one thousand (1,000) 10 ambers; in such insbnces, w&less-ori&ted c& may be attributed to 11 wireline cm'ers. Zn the event that the ?emhatingder, using the OCN 12 identified in the Iodal exchange muhg fide, erroneously bNs a der 33 other than &e originating carrier, &en the herwhose OCN was 14 ideased &aI notify the terminating carrier, end the parties shall work 15 jointly to identify the originating her. 16 (3) Nothing in section (1) above shall preclude two (2) cmim fkm mutually 17 agreeing to exchange other types of bdlingrecords, 18 .while espousing an ostem'ble need b "ensurea that induitry standards are met regarding

19 the usc of te-g Mth recoxds for the billing of intercarrier compensation" ia the

20 Joint DFL, Socket never explains why wnkact language incorporating the Mhsouri 21 Enhance Recod Exchange Rule, which specXcally addresses the development and use

22 of hdmthg records, is is any way insuflicient or inconsistent with industry standards. 23

24 amentlanguage when the simple fact is that both parties are bound by the Enhanced - 25 Record Exchange Rule. In the context of this dispute, lhc Enhanced Record l%change

26 Rule cwm &e Mcand rmrds at issue and should not be trumped, mod5ed or 27 athenvise supphented by Socket's proposed language. 28 Q. 29 30 31 32

51 ..

1k Absolutely not* Tbe key here, as in so many '(mutual" or 'ke~ipr~cal"terms, is whether

2 or not it redly applies to bth parties equally. h fact, given Swkct's currently advertised

3 business model, that of being an ISP or a CEC senting JSPs, the flaw of Mcwill 4 likely be one-way from CentuqTeI io Sock& Therefore, Ce~t~@elwill bm

5 substantial costs on behalf of Socket ad Socket will bear little or 110 costs on behaIf of 6 7 Q- 8 9 A. Ya. Socket's proposed language in section 12.3,3 ~nup~rtsto establkb the jlnisdidon of

10 a call based upon the origination and t-on deridenacation, rather than thc

I1 geogqhic originating and terminating points, This is a back door attempt to implement

12 VNXX or roaming VoIP as local Without specifically declarhg tbem to be such. This

13 agreement shouldnot permit the assignednumberta dictate the jurisdictional Wentof 14 the Cali uda it is also tied to the geogpphic ldon or the origindon point.

15 CentqyTel wibw CaI Simshaw is kstifyiag firrtherregardingVN3K I plan to addras

16 VoTp later in this testimo~xy. 17 Q. HOW DO YOU mcoMMxm THE coMMrssToNRuLE ONTHTS ISSUE? 18 k Co&ent with applicable Jaw (ie., Enhanced Record Exchange Rule) and industry

19 standards, the Commission should adopt CenturyTcl's propased simple and

20 straightforward mntmct language. Not ody is Socket's proposd uanecessarily rigid and

21 detailed, but ia proclaiming a need for the exchange of teFminating records it also

22 disregards the plain language ofthe EnhaacGd RadExchange Rde. In l&c end, with

23 respect to Ftcording and Elling €or local intercomdon tdic, tfie partics' agrmcnt

52 c I

1 should Simply incorporate the Enhanced Record Exchange RuIe; no more is nemmy or

2 appropiate.

3 ISSUE 21- Should Service OrderiUg, ProviSIonhg, and Maintenance 4 standard#be Included in the XCA? 5 Q. PLWE SUMMARIZE TlDC PAFLTES DEPm REGARDING TEE 6 lNCLUSION OF ORDERING, PROVISIONING AND MAINTENANCE 7 STANIIARIDS,

9 and procedures should be incInding in the parties' agreement, as demonstrated by fbc 10 parties' wide ranging agreement to language in Article W. Odekg and Provisioning

11 and Article Ix: Maintenance, Socket apparently objects to CenhqTel also hcluding

14 unreasonable. Cmel&odd obviousIy zetain the abiity b manage and operate its

'16 cuntext of an interconnection agreementwitha singte CUC.

19 A. Yes. h several places in ae parties' agreement, Socket proposal provisions addressing these topics.

21 Q. 22 23 A. AbsoIutdy not As explaind &ve, CentUryTel has agreed to a number of provisions

24 relating to these matters. Meed, the parties have agreed to almost the entirety of Article

25 rX: Meintefiance, and ody dispute a few select provisions in Article Vm: Ordering and

26 Provisioning. So long %'the inclusion of these matters k the agreement does not

53 I I

1 pIu& CmtayTel hmestablishing and implmenkg additional, consistent methods 2 and pmcedures outside of the agreemmt, CenturyTel b not oppose, in theory,

4 Q- W&QT LLANGUAGE DOES CENIWRYTEI; PROPOSE THAT IS IN DISPUTE IN 5 Tz3xsxSSuE? 6 A, To preserve its ability to manage and operate its telecommuaications business, 7 Centuryrel proposes the following language, which Socket disputes in its enhew:

8 12.3 Sed= Ordering. Service Provisionim, md Billin. 9 &xpt as Saecificdv pkovided otbenvisc in this Ammnent, Service ordek 10 provisioning. billing and maintenance for non-access seVices sbll be ~ovmed I1 by the CenWTei Service Guide. CentwyTeI will prWide Socket with advance 12 notice of chanves to CwhmTel's nmcedpres as stated in the Service Guide and 13 Socket has the richt to raise B diddispute under &e terms ofthis agrement if a 14 cbanae materiallv affects Socket's service. 15 Ifthere is aw variation ia the tams of this wreement and the terms ia 16 CentUrJTel's SeMm Guidc, ihe terms of this axreemat shall Dmd. 17 Q. AS FAR AS YOU UNDERSTAKD IT, WHY DOES SOCKET OPPOSE I8 LANGUAGE?

19 A. In the Joint DPL, Socket basically argues that it has proposed comprehensive provisions 20 elsewhere in the agreement addressing ordering, provisioning and maintenance and that

21 CentugTel shod6 not dowed to exclude those mattets fimn the agreeme& Socket

22 amto take issue with including such matters in a semi= guide that is MI enforceabk

23 and is wmpletdy ip CenturyTel's control. 24 Q. HOW DO YOU RESPOM) TO SPCKET'S STATED CONCERNS? Socket's c~nceras&e mjsplad and its argument, bwd on factual inaccuTaciB, is

26 fatally &web First, as I mentioned above, Centuryrel is not opposed to incIuding

27 ordering, provisionin& billing and mahtenrmce matters in the agreement, It has, in fact,

29 Socket appears to assume, that no such provisions should appear in the agreement. That

54 1 mor done unddes Socket's position on this ksudenWTc1 is not excludhg

2 those matters from &e agrment Secund, CentqyTeI's proposed contmct language

3 explicitly provides that the ordering, pvisiodng, billing and maintenaace provisions in

ifs Swvice Guide would only apply "[ejxcept as specSdy provided othenUise in this

5 Agrement'' Tn other words, the Service Guide may act as a gap-fiuer, providing

6 necessary pmedures and mechanisms that are not otherwise set for& in the parties'

7 agrtemerrt. Moreover, to allevhte any mnmSocket mystill have, the final sGntence

8 of CmturyTel's pmposed language unquhodyclarifies tha#the agreement trumps my

9 mntmy provisions in &c Service Gnide. Whatever is set forth in the agreement will 10 wml.

11 Moreover, independent of its flawed assumptions and error-bad argment

12 described above, Socket's position is unreasonable in mpting to llndermine

13 Cenwel's right to cstabrish its own processes and procedures for ordering,

14 provisioning and bigin the operation and management of its business. REltha; Socket

15 woulddictate that ~~e1accede to and change its processes and procedures to those

17 Socket. XtiaUy, such an approach is opedonally infeasible; Socket wodd presume to

I8 hpse&e terns of its agreement on every other CLEC or hskspartner With which

19 CentrrryTtI does business, uttzuly prddng Cenh~ryTelhm adopting or implementing

20 any procedures that Wrin any respect from those set forth in the Socket agreement

22 procakes addressing ordahg, provisioning, billing, mahtcnmce and similar issues as 23 they relate to a number of different basinas partners. Socket's position would pmlude

I I

1 CenturyTel &om implemcnting any such procedms unless they are identical to what is

2 in the Socket ageemeat, notwithsbnding the fact the CeatUryTeI’s contract language

3 provides that, wi& respect to Socket, the terms ofits agreement will in dl events prevail.

4 Further, since a;ECs must make di agreements available by adoption, the XLEC must

6 industry standards, and coasistently applied to all competitors, Socket would give any

7 CLEC the uailateral fight to dictate lLEC processes and pmcedtms. CenturyTeI’s

8 proposed contract language, to thc contrary, preserves CentmyTeel’s abifity to manage

9 and operate its network with the flexibility it req- for valid business purp5s and for

10 compliance with its obligation to treat all competitors alike, alI withoul conflicting in any

11 way with the provisions fhat will be contained in the Socket agreement BS to its

12 Xelatiodip emd o~oaswith Socktt. Giving a single CLEC the right to didate

13 ordering, provisioaing and billing standards would foster ddmkbah.ve and operational

14 chaos and would also eliminate any ability for an ILEC to meet 3s obligation to treat all

17 18 19 20 21

23 CmturyTel’s procedures aad the ability to raise a valid dispute if a change materialIy 24 a€€ects !kket’s service. As such, CentuyTel has provided for this notice and gspm 25 process in its proposed hguage. In addition, of come, CentmyTeI’s hguage also

56 I

1 states that if there is any wnflict between the agreement and the Senice Guide, the

2 agreement prevails.

3 Q- IS TEAT A REAS0NABI;E APPROACH TO SATISE"YINC: SOCKET'S 4 CONCERN?

5 A. Yes. Other than Swket's desire to improperly make CentWTel conform to Socket-

6 imp& processes, I do not believe tbat Socket can demonstmte any valid concern with

7 CentmyTePs language. .

8 Q* HOW SHOULD THOE COMMISSION RULE ON WSISSUE? 9A. The Commission &odd adopt CenturyTel's proposed Imguag~which allow it to IO opaate its telmmmunica~onsbusiness alealso addressing Socket's concerns

11 regarding tbc applicable provisions coDtaiL1#f in the parties' agxeunent. While Socket 12 wiU suffer no ham with the adoption of CenmyTd's proposed language, adopting

13 Socket's position wodd potentially wreak havoc on CenhUyTel's abilities.

14 I[ssup, 24- In the event one mm'er is unable to provide meet-point 15 billing data, should that camer be beId liable for the amount of 16 unbilJable charge? 17 Q. WHGTIS THE PARTIES DTSPUT~IN xsm a? 18 A Tht crux of this dispute concern the overly broad, lmlimited nature of Socket's proposed 19 language holding a tandem provider SnaaCiaUy responsible for otherwise tmbiUabIe

20 charges. WeCentllryTel may not disagree in principle with the philosophy of holding

21 cam'ers accoun~le:fir providing meet-point billing data, Socket's proposed Imguage b 22 that effect is unreasonable and inappropriate,

23 Q* WHY IS SOCKET'S PROPOSED UNGUAGE IMPROPER? 24 A Basically, Socket's proposed language is overly broad in its appliwtion, and fails to 25 hdude my thehmcs for the provision of the underlying data or any

57 I J

1 ex~piio~tationson its applicability. Under So&et’a proposed lmpge,

2 CentutyTd, for example, is at a much pterrkk than Sockd in those 10Cation~where

3 CenturyTel is the tandem provider with the majoity of the recording rcspnsibilities. As

4 such, although Socket’s proposed language appears mutual and to impose reciprocd

5 obligation, that is misIeadbg. Fur&, Socket’s text is insufficient in &at it provides no

6 themes for the provision of data. At what point. then, does the default billing 7 rnecknism trigger? In oSba words, Socket’s language may permit imposition of this 8 default billing if mcct-point Filling data is not immediately provided, is not provided 9 witfiin one hour or within my other time period Socket may ImiIatedy decide. Without 10 any such provision addressing the timeframe in which the infomation must be provided 11 before triggering the default baing mechanism, Socket’s proposed Language is

12 optionally infeasible md unduly problematic. Moreover, Sockeh PKO~OS~atS0

13 igaorcs that valid reasom for delay may exist, including pmssing issues or system

24 upgrades outside of the nangal monthIy pms. But Socket’s proposed Iaoguztgt affords +

I5 of no exception or bitatioa for good cause. The proposed language is overly had,

16 permits of no exceptions or good cause exme, and is unduly onmu in the penasty.

17 Socket’s proposal is not indicative of industry practice and imposes undue risks and

19 Q. SO J3 LANGUAGE WAS ClWTED TKAT PROVIDED FUR ACTS OF GOD. 20 AND OTHER FORCE MAJEURE EXFBTS AND PROWDED SOME RE- 21 POR NOTIFi[CATION OF SYSTEM UPGRADES OR PROWSmG 22 PROBLEMS TEAT MtGET CAUSE REASONABLE DELAY IN PROCESSING 23 BUT NOT LOSE RECORDS, TEFN TfxxS SHOULD BE REASONABLE ANI) IN 24 ACCORDANCE Wrra NORMAL JNI)T3ST’RYPRACfICIE? 25 A. Yes.

26 Q.

58 4 4

1A Because of the significant practical and opmtiod problem associated with f,

3 XSSUF, 26- Should ea& party be requ'ired to pass cauing pqnumber (CFN) 4 information to the other party?

5 Qm 6A As the name implies, calling Party Number or CPN is the discrete IO-&& telephone

7 number that is assigned to the end user location from wbich 8 dl has been placed to the 8 Psm.

9 Q. IS IT IMPORTANT TETCPN ACCOMPANY TRAPFC? 10 A Yes. Shce CPN identifies the call orighdon location, CPN also identifies the caaier

11 that provides service to the end user the dl and also allow the call to be

13 Q. 14

15 A.

16 carriers to pass complete and COITect call information to help resolve the phantom baEc

I7 issue and properly juisdictiodi Wcfor intercarder cornpeasation pqoses, In

18 addition, 1 have already recopkd the applicabIe law in MissolIti, the Enbanccd Record

19 Exchange Rule,

20 Q. SO WEY IS TEERE ANY DISPUTE BEWEN SOCKFtT AND CE"URYTF,L'? 21 A. Good moa The pa16q seem to bc in violent agreement. CentqTel's primary

22 concern with Socket's propsed lankuage is in hcIuding tmdt traffic without any

23 apparent limitation on the obligation io provide the speci5ed call detail. Under &e iransit

24 tmfk Scenario, only the d detail transmitted by a third party cm bc passed on to thc

25 terminating party by the tmnsit provider. Nonetbelas, Socket's language could be

59 5 I

1 interpreted as obfipthg CmtuyTcI to somehow obtain and pass complete dl detail

cven if such detd is not atto it from the ongmthg party, Ranember that the fd agreement is adopble by other competitors and other carriers may MFN into this

agreement and attempt to prosecute CenturyTel for not complring with the tams as 5 6 Q* WEAT LANGUAGE HAS CEIyTmmL PROPOSED TO ADDRESS TIE3 7 ISSrnP

8 A. Consistent with industry standards and applicabIe law, as wdas addressing the -it 9 mEccuncern outlined above, CentrrryTel hes ppedthe following language:

IO 16.2 Each Party will traasmit cal detaiz information to the otber for ach 11 call being ttrminated on the other's network, including calls that transit to 12 the other from third party Carrjers, in compliance with the provisions of 13 the Missourj Enhanced Recomls Exchange Rule; 4 CSR 240, Chapter 29, 14 except that the obligationregarding transiting t&ic is limited only to the 15 unaltered traasmkkn of call dcM information as provided by the call 16 oiginator. For Mcthat is not covered by that rule, each PaQ will I7 include in the idomdon ?msnitted to the other for each call being 18 tenninated on the other's network (whm technically available to the 19 transmitting party), the originating Wing Party Number (CPN). For alI 20 Mcorigiaated on a Party's network including, without limitatioa, 21 Switched Access TTaffic, and wheless mc,such Party shall provide 22 CPN BS defined in 47 C.F,R Q 64,16OO(c) ('CPN?. Each 'party to this 23 Agc~ementVrilI bc respcnsiile for psing on any CPN it receivs fmm B 24 Wdparty for t&c delivered to the other Party. In addition, mch Party 25 amw that it shall not Strjp, alter, me,add, delete, change, or 26 hmdyassign any CPN. Ifeitherpw identEes impropm, incorrect, 27 or frauddent we of local exchange services Cmclud& but not limited to 28 PRI, ISDN andlor Smart Trunks), or idenlilies stripped, altered, modXed, 29 ded, deleted, cbged, aniiror inmmctly assignd CFN, the Parties 30 agree to coopcrate With one another to iavestigale and fake conative 31 action.

32 This proposed language addresses the overarching coacm with passing CPN, is

33 Consistent with applicable law, and does not obligate the parties to pass call information 34 incircumstances in which the originating derdid not pass such information, Further,

35 BS far as I understand if CenturyTel and Socket have also qped to complianct with the

60 ...... * ,.

1 Enhanced Records Exchange Rule where it appIiw and CenWTcI agrea to Socket‘s

2 text where the En)ranced Rwrds Excbange Rule does not apply.

3 Q* SHOULD THE COMMTSSION RULE ON TXiS ISSUE? 4k Rejecting Socket’s overly broad conkact languqe &at does not adquately address the

5 @e$ cunwm, the Commission should adopt CentlayTeI’s pmpsed language set

6 foah above. 7 ISSKI3 29- Should Century Tel’s proposed routing point Iimitations 8 be indaded in the ICA 9 Q- WEATIS ARO”TlWPOINT? 10 A. A RodgPoint is an ideniiiied carrier destination that is used by the originating carrier

11 to route CalIS to a spc%ed NPA-Nxx that belongs to the terminating Carrier. A Routing

12 Point is typid1y the terminating Carrier’s Switch location but may be a bcrlocal POP

13 where the actual switch is in a distant location. In addition, the Routing Point is used to

14 dcdate abbe mileage for the distance-sensitive transport eIement charges of Switched

15 Access SeMces 16 Q. WEUT IS TKE WTOF THIE DISPUTJ3 REGARDJNG ROUTING POINT 17 DESIGNATION? 18 k The parties’ dispute primariy concern what limitations, if any, ue appropriate in

19 designating rolrting points for interCarrier compensation pwposes. whereas Socket I 20 pmpose~broad language that provides no limit on its ability to desigaate routing pints,

21 Centu~$Mproposes conhad language designed to satisfy Critical policy and operational

22 mnctms by geographically limiting where routing points may be designated. 23 Q. WHAT ]LANGUAGE DUE3 CENTlRYlXL PROPOSE?

61 1 A, In an effort to pennit Socket to reamably designate ~0utk.gpoints while maintaining 2 certain necessary Zitations on location, &-el proposes the following Ianpge

3 (Socker agrees to the first sentence):

4 16.6 RoutkigPohts

Socket will also designpate a Routing Point for each assigped Nxx code.

Point for the NP- associated with that Rate Center: altemtivelv,

Socket may desipsate B shde locathn within one Rate Center to serve as

the RoutinP Point for all the "xxs associated with that Rate Center

IO and with one or more other btc Centem served by Socket within an

11 exisha CenwTel Local Callinn Area md UTA

12 Q. WHYDOES SOCKl3T OPPOSETHIS MGUAGE? 13 A As best I can tell hmihe Soht DPL, the only bash for Socket's opposition is that

14 CentqTd's language Limits Socket's options for designating routing pohts. But Socket

15 never explaim why it shoufd be entifled to carte blmcbt decision-making BS to the 16 location of muting points and why any litation at all is inapproprhk. Moreouer, 17 S&t never takes issue with the specific Limitation CmtuyTel proposes; instead, Socket

18 appearst0 oppose including any bitation whatsoever.

19 Q, WHY IS SO-T'S LANGUAGE PROBLEMATIC? 20 A Mth Socket's langwge, there is absolutely no limitation on where Sockct may designare

21 the m&g pOint. Socket eodd, for exampk, desi- a muling poht at the North Pole

22 if it so chooses. Were it to do so, Socket's proposed language Sanctions such an absurd . 23 selection and does not sardCenturyTel an oppoeQto dispute or otherwise chalIenge

62 1 Socket’s seleclio~Nor would CenwTel bave any rcwmt for cast recoyery purposes,

2 If Socket’s switch was acMylo& at the North Pole, then admittedIy the Nu& Pole

3 would properly be the routingpoht. But where Socket’s switch is not actually Iocated at

4 that point and where the routing point k-artificidly selected on m monablebash, 5 siwcant problems arise.

6 Q* WHAT DO YOU MIEAN? 7A Consistent with my expldonof what a routing point is above, the parties have agreed g in Article ZI tbat ‘‘[tlhe Routing Point is used to &date airhe mileage €or &e distaacc-

9 sensitive transport element charges of Switched Access SerVicw.” In othtr words, the

10 cost of the Eacilities &om the muting point to the Point of htemmectioo. %

11 demon could affect who.pays for the facilities to the RohgPoint if lhc Routing

12 Point is designated as the POI. Socket’s language would lx lcss troublesome if it was

13 rtvised to sfate that each party is responsible for providing facilities hmtheir designated

14 Routing Pohto the POL Additiody, the Ianguagc regarding the POI should state that B 15 POI must bc @&Wed WIthia the bund ai^ of CcntmyTcl’s local exchange, typically

26 the Switch, when Mcexceeds the DS-1 threshold. Ifthese terms are provided for ia

17 the agteemcnt, then the muhg point dcsipation is RO longcr a problem, 18 Q- ARE YOU ALSO ADDRESSING THE POIISSUIE’I 19 A, No, T am not CenatryTel witness Cd Simsbaw is providing testimony addressing b 20

21 Q. 22A.

63 I adopt CenturyTel's proposal, which mmly Xjrovides reasonable geogtaphic Ihikdions

3' ISSUE 31- Should Socket's proposed bguzge regarding the 4 exchange of enhancedlinformatian services traffic be included in the 5 agreement? WHAT IS TEE NATURE UF ?BE PARTES' DISPUTE IIERE? 7 A, Because the FCC has not yet determined tbe appropriate treatment of VOlp ldic for

8 intercarrier compensation purposes and because Socket's pmpsed conttact language is

9 problematic, CenhnyTeI op&s Socket's proposed sdon 17.0, addressing so-called

11 QI 12 13 14 A. Absolutely not, The parties' interconnection agreemmnt &odd not purpart to dehe

16 treatment that may contTavene fddlaw, and in any event sbould not include the

17 Ianguase Socket proposes. First, dikeSockeg CenhPyTel does not propose Iaaguage

19 - 2511252 interconnection agrements EE meant €or the exchange of local

20 telecommunications mc. Socket%propsal would have non-lod Mcexchanged 21 22 traac and a- charge avoidance. second, Socket's proposed language is also full of

23 ambigpity. It is not at all clear, for example, what it mans for dento "exchange"

24 infodon or enhanced services Wc,nor is it clear what rate applies. Tbird, the

25 pxopsed Imguagc expressly vests Socket with dated authority to decide the

26 mechanism by which the so-calld CFPercent Enhaad Usage" factor would be

64 1 determined, impacting whwer compemalion regime applies to exchged Mc

2 subject to thc proviSion. FomSocket's proposed language improperly exempts trafEic

3 bmaccess cbargw that myothenvise apply. Tbe very last sentence of its language, for

4 examplq @cdy provides that the CompeOSation reghe Socket is Uailaterally

5 creafing applies 'legardlw of the locations of the calling and called parties, and 6 regardless ofthe originating and terminating "xxs."In other words, the provision

7 creates substantial arbitrage opportunities allowing carriers to completely circumvent

8 applicabIe ~ccesscharges by mtiver~cbaracterization of Mc.

9 Finally, Socket's proposed contract language is hproper because Socket is 10 attempting to improperly anticipate or eliminate the terms of fhreregdatiou in its favor.

11 The FCC has preempted the VOP issue and is sf2l deciding under whit CLcWnstanCeg

12 VOP Wcis considered telecommrmications and when it is subject to access charges

13 YS. recip comp vs. some other mshnent This not an issue to be UaiIatemlly decided by

14 Socket Because of pending PCC proceedings addressing this critical issue, it is

15 premature to inelude VOIP terms in the parties' interconnection agreement. The parties

16 should ifistead wait until the FCC issues its VOlP regdatiom and then, ifrecluired, I7 incorporate them into the agreement as a change of law. 18 Q. EOW SHOULD TEE CO~SIONREsOLVJ3ISSUl331? 19 A. The Commission should reject Socket's proposed language, which wodd create serious,

20 far-reaching problems and trecf new arbitmg opptmities allowing carriers to, among

21 other things, avo3 otbenviSe applicable access charges, Socket's effort that nard

22 Cannotd.

23 W, Article XIU Disputed bsnes

65 - .-

I I

1 Q* 2 3 4 A.

5 detailed testimony discussing the parties' specific disputes relafing to Socket's OSS 6 denrands and explainhg CenturyTeI's proposals in that respect, Wethey sgeak to

7 specific disputed issues, I am gendy addressing the appropriateness of reguirhg S Centuryrel to provide an electronic OSS similar to fhat provided by ATgtT-MiSsollri,

9 and the implementztiw of any OSS to be developed and deployed as a result of Iiis

11 Q* DO YOU EAW ANY OSS-REUTED BACKGRUtTM) THAT WOULD ALLOW 12 YOU TO TESTIFY MOW' TBF, PROYZSION OF QSS TO SOCmT AND, 13 MORE SP-WLY, OSS IMPLF,MENTATION? 14 A Yes. As I mentioned before, I was employed by AT&T's predecessor company,

Southwestem Bell Copdonfrom 1978 until 1995. In the early 199Os, SBC &ped 16 me to be the company representative to the newly crated indusky fom for the

17 development of dectronic US$ for access by extemal carrim, hcludhg prinariy IXCs

18 at that he.

19 Q. WEAT WAS TRIS FORWAND WWASIT FORMED? 20 A. The nmcof the forum was the EIedmnic Commmhtions Implementation Committee

21 @C!XC). I believe that ECIC hgan its initial meetings sometime in 1992 and the forum

22 kame official and was officially named in the smnnie~of 1993. Tbader, the ECIC

23 w&ed under the umbrella of the Alliance for TeIecwunUnications Industry SoIUtions

24 (ATfS), which is a US.-based organization committed to rapidly developing and 25 promoting technical and operations standards for the communications and related

26 infbdion techdogia industry worldwide.

66 1 Q. IS TBE ECIC STILL ASTANDlNG ATIS COMMITTEE? 2 A. AppatentIy not. In prepdon for tbis testhony, I accessed tbe ATIS website. EClC is

3 no longer Iisted and is therefore appardy longer an available resource to CentUryTel

4 in developing and impIementing OSS solutions. Among atber things, the Cornmission 5 should kccp this in mind as it evaluates potential implementation reqUiremeats and 6 behes. WEAT OFTEE 7 Q9 WAS TIBPURPO& ECK? 8 A, fie ECIC was cr&d to negotiate industry co~lsensus for the hpkmentation of

9 interfaces tbat would pmide a level of inttqddity Ww~nvarious

10 telmmmunicatiom carriers' systems and to rcsolvc implementation ami operation issucs

11 that might mbssqumtly arise. ECIC was hktrmental in fostekg the development of

12 electronic USS and in pramding its implementation among the major carriers.

13 Q. WEIO PARTlCPAW ONTIE E%IC?

14 A The member companies wcre only the major regional or national carriers, These 15 companies were the RBOCs, AT&T, MCI and the largest independents such as GTE and 16 splint

17 Q. D~~~LURANyO~R~COMlpANyPARTIcIpATE? 18 A. No. Participation was only by the major carriers who possessed very sophisticated

19 systems, available breadth of msou~cwand tht Iqeordcr vohmes to peteconomies

20 of scale and justification for the high costs involved in developing and implmmhg the

21 el&onic OSS under mnsiddoa

22 Q. 23A

67 1 * Trouble Adminiskation

2 Primary Interexchange C;Urier (P1C)ICwtomcr Account Record Exchmge

4 * security

5 comalivip 6 Tdg

7 DataReconcik~on

8 * Change Management

9 * steering committee 10 * Electronic Access Ordering @AO)

11 Q. WHAT WAS T'BX FUNC%ON OF THE SUBCOMMIITEFS? 12 A The suhmmittees were groups of subject matter experts whose job was to resolve the

13 numerous issues that were idenued or otherwise mse Ugthe implcmentation of

14 electronic OSS. The subcohmittm were to arrive at industry wide co~lsenfllson the 15 issues unda their respdye bailiwicks.

15 Q. UI?WCH Sr3C0MMTI3E 02 FUBCQMMI'EZES DID YQU SERVE? 17 A. X was on the steering Committee. At the time, I held amarkcthg job wilh SBC. In fact,

18 I was the only markeths person in the ECXC- all other commi#ee members were fiom

20 Q. DID YOU PLAY AN ACTIVE ROLE XN THE Dlt=vlELOPMENT OF 21 ELErnOMC oss SYSTEMS?

22 A. No, I did not have &e necessary knowledge and expertist to provide tcchnicd guidance 23 or ahkon the sp&e stmdeads and details invoIvd wifh the deztzonic OSS solutions 24 md issues under disrmssion.

68 3 A, Yes, I was. In fact, the other committee manbas proposed me for the ECIC chair due to

4 my ability to sdIynegotiate consensus. SBC did not let me accept that positio~,

5 however, shce it would have required tm much travel away from my reflat duties. 6 A. Lack of Key Iqk~eutationDocuments.

7 Qm DID ECIC PRODUCE DOCUMENTS AS Tl3E SUBCOMWM'EES MET TO 8 DISCUSS oss rssm A&) SoLmoNS? 9 A. Yes.

- 10 Q. I1

12 A. CertainIy. The ultimate function of the ECE was to produce technical %how to'' 13 14 and trouble reporting capabilitiesktwxn cBETim. Included ia this docmaitation would

15 be cormectiVity, sed@and testing standards and documentation on how fo MeData

16 Reconciliationand Change Managemesk 17 Q* ARE ANY OF TaOSl?, ECXC DOCUMBHTS AVAILABLE TO CENTURYTEL? 18 A, Some documentation may be available fos re€-, but it does not appear that all

19 critical docume~onnecessary to CentqTel would be awihble to Centu~yTelthrough

20 ECIC. Tbe ATIS website id&= a handful of archivaz documents for deat prices

21 m@nghm $20 to $280 pkr document, I am not a systems =pert, but it did not seem

22 tkia~thea~aihblle documents COvefBd all of the isms and req[llirem& for implmmting

23 an eleclTonic QSS. 24 Q* WHAT E3SUJI.S AND RFQUl€#EMENTSDID YOU NOTIa WERE MHSING 25 FROM T€BAVAIILABI[IE'DOCUMENTATlONf 26 k The dpcuments that 1 did fiod included:

69 1 * Generic hterface Implementation Guidelines for Eh~ironicAccess Ordering 2 mm 3 - Interface model For Operations, Admhislmiion, Maintenance, and Provisioaing 4 (oAM=),

5 c htcrfw requirements for the electronic exchange of PJC/ICARE infomation, 6 - Technical spwihtions for the development, architect^^^, de@, mC&e, and 7 procss flow of the'hteraCtiveAgent, 8 - A recommendation for the use of TCPD as a generic trampoxt sfaxldard,

9 I The use of the TMN X-interface communicate information betwm 10 telecommunication carriers, 11 - A ~ecammendationfor hpkmentktg security requkemenfs ktween cmkr 12 Gateways, end

13 I The fist in a series of interface requiremmb between OSS anoss jmkdidod 14 bOldaIiies. I5 Reviewing the above listings and considtring the expected output hm the 16

18 I All doGumentafion from the Data Rtcbnciktion subcom&ee,

19 - AU documentation hmthe Change Management subcodtke,

20 - hplementxtion and testing dr>cumentationon trouble reporting,

21 - Implementation and testing documentation on PICICARE,

22 - Additional documentationon jurisdictional interhe requirements,

23 - Additional documentation on connectivity, and

24 - Docmmtation on cornpmentalizing data for &ty p~qmes. 25 P- IS IT POSSIBLE TEMT SUCH POCUM3NTATIUN DUES NOT mT? 26 k Since I: have not parhipat& in the ECIC since 1995, T cannot spak with authority on

27 what was dproduced since that time, only what the Steering Committee expected to

28 be produced Sin= some major national canim do have electronic OSS systems ia

70 1 place, however, logic tells me that the identified issues have been resolved and that

2 documeAtatiwshould &L

3 P. FOR CE”EL TO DEVELOP AM) IMFLEM?3HT ELECTRONIC OSS OF 4 TYPE SOCmT DEWS IN TEE3 PROCEEDING, WHAT 5 D-8 WOULX) BENECESSARY?

6A I am not a subject matter expert in OSS syskm development SO T caanot provide a 7 complete and de=tive Est of required docurneots but at a minimum, I believe tbe

8 starthg point would be that CenaayTel would need to pWethe listed ATIS

9 documents and dso locate all of the indmtrydeveloped standards, -bnplementalion,

10 tdngand security documentation that appears to be misskg hmthe ATIS website. 11 Q. AW3 DOCWENTS OF THAT TYPE AYWLETO ~~L FROM 12 ECXC ORATIS? 13 A. It does not appear so. 14 Q. WEW DO YOU THINKTEAT ALL NECFSARY DOCUM3ENTATTON MAY NO 15 LONGER BE AVAaLABLE? 16 A.

18 documentation, similar to my old User Guides for the Microsoft DOS versiom, they were

*- 29 110 longer mmlamd or updated, There would obviously have been required ongoing 20 OSS upgmdes, of course, bnt that is ‘business as usual” once the core sysbis deployed,

21 All of the documeotation likely exists somewhere, but it is not listed as available on the

22 ATE wcbsite and may not be available to CenturyTeI to facilitate its development and 23 implemmtation of new OSS of the sort Socket demands. Even if it is available, I am not

- 26 Q. WHIZ DO YOU SAY THAT?

71 I i

1 A. Remember that the ECIC members were all major national carriers who had the hcid

2 mources and demand volumes to justify very sophisticated OSS systems. Even without

3 the elecbonic CqabiIities, the system that I remember being used at SBC were far more

4 sophisficated tban CenhlryTel’s currwt systems, If the ECIC docummtation only ,

5 pertaks to the implemeniation of elec~niccapabilities in sophisticated systems, then it

6 wilI be less usefd to CcnturyTel shce CenWTcI does not have the financial resources

7 or the demand voIumes to justify complete systems replacement to achkve pdywith

8 the RBOCS. 9 B. OSS Implementation Requires Industry Consistency. 10 Q. WKF,N A COMPANY DEVELOPS AND IMPLFJMENTS OSS, SEOUWI IT DO fi SO ON A CAFWER-BY-CARIUER OR INDUSTRY WIDE BASIS? 12 A. Based on my ECtC expentnce, I would say OSS development and implementation 13 should bz indusby-based rather than ad hoc based on spedc ders’ unique demands.

14 Indecd, ECXC addressed issues that Conyince me that ad hoc development would be

15 inappropriate aid problematic.

16 17

1s A Yes, I an. The 5rst hurdle was standards bkrpretation. Numerous interpretation issues

I9 arise when attempting to implement standatds applying to multiple ders in the 20 industry. Many of these issues may not be discovered mtil after impJementation is weU

72 I i

CAN YOU GIW US AN EXAMPLE OF A STANDARDS INI%RPRETAIION ISSrn? 3A. Yes. One example of a mdsinkpetation isue that ECIC wrestled with was the

a. 4 implemtntaton of ANSI T'1227D28for an elecfrdc trouble admwbzb'on application.

5 keas existed wiihthe standards where the language could Ix interpreted differeatly by 6 users based on their bushas practices, legacy OSSs, and gateway pmshg

7 bctionality. The ECIC found that not all corporate business practices could be

8 incorporated in a genefic object model intended for use across the dolejadusby. Ad hoc

9 subcommittees were sometimes created within ECIC for the express purpose of

11 Q. 12 A. Yes. The Security of customer and carrier dah, specikally access control and

13 a&atication, wa~another atea that required agreement between the implmenting I

14 companies md additions to b standard to provide the needed functionality. The. issues

15 that EClC had to address included the €om of encryption to be wed and the method of

16 transmission for enqpkd data between companies. These issues could be dehdby

17 eshblishig one or more standards but they muid not be impItmcnkd on a pmddbasis

18 without agreement on spe&cs, such as optional procedures or tIements be- the 19 compaaies.

20 other major kus included mrhandling and fidt m~ecy.Defining a

21 common set of error-bandling proccdm, for mmple, that could cover alI aptcd

22 protocol mors and that was acceptdde to all campa& was a major chdmge within the 23 EClC.

.73 .-

f The situation for fault recovery was wen more challenging. No appropriate

2 mefhodohgy existed that wodd dow the. exchange of hfodon over the standard

3 hterface with respect to anticjpaied outages and restodon of the various trouble

4 abinisbatiun subsystems. Fault mymy also involved data synchronization issues. Tt

6 data values upon restoration.

9 A. At the time I left the forum in mid-1995, I know that 0% of the me8115 by which EClC

10 attempted to resoive these matiers operatianally was a uniform t&g methodology t~

11 ensure hkroperabiIity moss jurisdictions of di€€erent companies, The member

12 compades possessed different policiq procedus, development methdologics and

13 business hkgies. We belicvcd &at mmy testing issues codd not even be clearly 14 identified una implementation was in progress. This unfortunateIy, re& in

15 expendim of even more time, money, and mums. 16 Q. HOW DOES YOUR mOWLE:DGE OF THE ECIC WORK PFJXTAIN TO 17 CXHTURYTEL'S USS SITUATION?

18 A The ECIC found that exishg legacy systems limit the flexibility of B company to

19 imphmt eIectrOnic 0% for an application without major modifications to systems and

20 to exishg methods and @mes. User training and user interaction with the systems

21 also aeed to fit within the national OSS standards hework, Without the EClC work,

22 each pair of "interwmmtmjcatifl%"cornpark would have had to hammer out an

23 agreemen1 on how to actdy implement the standards. This would have led to an 24 cxkmeIy compricated maze of cumpany-sptcific interfaces, each Wdng in greater or 25 Jesser degw hrn the others.

74 .. ... ,.

1 Q* 2 3 4 5A.

6 Q. 7 8 9 10 k No. Doing so, if possible, wodd increase overall wsts in the long nm, likely lead to It errors or problems on bpfementatioa, and exacerbate potential problems upon interface

12 with other carriers. - 13 Q. BUT CENTURYTEL WOULD BE ABW TO OBTAIN TBE INDUSTRY 14 STANDARDS FOR USE M SUCH AN EFFORT1 15 A. Pramably yes but that is not the major issue. As I previously testified, the carriers

16 pSrrticipathg in ECIC had very sophisticsited systems, avdable breadth of resource and 17 18 development and implemmtath~ Further, even those Carriers had the legacy system

19 ' problems that I noted in my previous testimony. Even with the standards available to 3, 20

22 automation RBOC systems.

3 Q* HOW LONG DID IT TAKE ECIC TO IMPLEMENT AN 24 mcrRomc OSS? 25 k I cannot speak to the SPBcific timehefor implementation, but I can state that the work

26 began in 1992 and that to my knowldge 110 ECIC-padcipathg carrier had decfronic

27 OSS developed by the time I left in mid-1995.

75 I Q, SO, AT A WNMUM, IT TOOK SEVE3UL YEARS FOR Em LARGEST 2 OF CARIUERS TO WGRADE OR CONVERT TmIR LEGACY SYSIES TO 3 E~mo~cuss?.

5 Q. AND THESE CARlUXRS BEGAN WORKJ[NG ON AND m-G OSS 6 WELL BEFORE TBE FCC'S 1997 MEZEMENTATION OF THE 1996 IFTA? 7 A. Yes,

8 ;a. 9 10 IT 12 A. Very little compared to fbe total cost in my estimatioa The bulk of the OSS work would 13 have been done and paid for by tbe HOCs and major IXCs who were mchanghg large

14 volumes of orders with eacb other at that be. I belicvc that enhaacing existing QSS t~

16 curat CLEC NRCs me pdybased upon ongoing arlministdve and m&&naace

17 costs YS. development and implmentation,

18 Q. 19 20

21 A. Yes, ILEC cost recovery for work performed OIL !he behalf of CLECs, including 22 developing and implementing OSS, is a component of Feddregulation.

23 Q. COULD CIENTURY'lXL IMPLFMENT FLFCTRONzC OSS AS DEMANDED BY 24 SOmT 90 DAYS? 25 A.

26 don't sae my way CennrryTel could implement what Socket is demanding in less that: 24-

27 36 monk and al a cost in excess o€%l6M.

28 V. CenhryTeI is Not AT&T

76 I 4

WHY ARB YOU INCLUDING A SEPARATE SECTION OF TFSTMONY EmLAI"G T€€F,OBVIOUS, TE€ATclE"URlREL Ls NOT AT&T? / 3A. Based on the large numbcr of Socket wntract langtlage proposals that zre primarily based

4 on provisions the AT&T succtssor ICA to tht MA, as well as Socket's repeated

5 argument that its proposals 'kebaed on Commission &nt (i.e., the MIA s-or 6

10 Cenwel-which Swht never does. In addition to my testimony, Dr. Avm similady

13 Q. 14 A

16 emnomy of scale, ewnomy of scope, order volumes, qstems deployed, level of

18 Let me provide some examples of the disparity between the two compani~AU

19 individual legal entity CcnturjM midiary teIephone companies combined have 20 qprodmiely 23 donwess lincs, In its 2005 year adreport, AT&T states that it 23 bas 49 and a baIfrnilhonaccess lines. AT&T's subscni base is therefore over 20 times

22 grcakr &=.that of CentrrryTeL

23 According to the US Censas Bureay thcre art at least eight urban areas in AT&T

24 territory that individually have a greater population than the customer base of the 1 CentaryTel subsidiaq companies' territories h all states combhed. The Iatgest of thc

2 AT&T urban arcas by itself actually has five times the ppdation of the total CenturyTel

3 customer bsse,

4 To understand how population density affecfs the size and density of he AT&T 5 and CmfxryTd networks, VifllaIiZe the St. Louis metropolitan m Now take the 6 population of mdm St. Louis- which approximates the combined Century access line

7 base- and spread it out across a territory greater than the states of Missouri, Uinois and 8 Iowa combined Now take the square detenitmy of Missouri, &is and Iowa, break

9 it up into county and multicounty sized chunks and spread those out msshost half

10 the states in the continental Uaited Stettes. Now build one network for St, Ziorris and a

11 different network to serve those lightly popdated and widely qmted chunks of land

12 that are. scathed acmss the counby. Comparing tho& two networks provides rn idea

13 how Cenhrryrel &mparcs to the smalleat of ATgtT's eight largest marIrct areas,

14 Finally, a telling point that musf be considered when evaluating the terms of an

15 AT&T agreement is the business model that AT&T pursues and how that is dimcbically

16 opposed to CenturyTel's business model. where CenturyTel does not ommy wirelwi 17 operations, AT&T omthe mest wireless bushas in the country. In its Ydm 18 subsidky, AT&T also owns one of the largest national hternet o&ons, AT&T is 19 also aggressively pUrming the cable business. Internet and cable opt ratio^^^ are nahnal

20 lead-ins to the provision of VolP services. 21 Published commenfs by AT&T management and positions taken in AT&T

22 regulatory figs all show fht AT&T considers its landIine telephone busin- fo be a 23 diminishing source of revenue with its primEtry business growth objectives fodin its

78 1

1 wireless, VoIP, Internet and cable operations. CenturyTel, on the other hand, considers

2 its telephone operations to be its primary businm and any aEliatd liaes of business are

3 used in a supporting role.

4 With a fundamentally Werent business model critidy focusing on Werent

5 business ph,AT&T may be willing to accept terms that are less desirab'Ie io its 6 traditional wirelike telephone lmsiass if it can use those same terms to Wer its more

7 important business objectives. Tbe Commission, therefore, should Iook with a great deal

8 of skepticism on AT&T agreement terms that are not a valid model to use for deciding 9 agreement terms with ind-ndent telephone companies like CentrrryTel. 10 Q, WHAT SHODTHE COMasSIONDO WTKTIBCIS INTORMATION? 11 k As it approaches the disputed is& ia this proceediag, the Commission should mitically

12 scrutinize Socket's ATdtT-baSed propks and =liane on the M2A stzccessor

13 proceeding as precedent ex&i due skepticism as to the qplicabiility of those

* 14 obligations to CenturyTel. Wesome AT&T obligations myapproprkkly apply to

L5 CenluryTeL {e.g., general pdty obfigdon, duty to provide Certain UNEs), lllany dl not

16 (Gag., ATgtT's OSS and Performance Mcasurmnats obligations, AT&T's unddying

17 costs and TELNC rates, etc.). The Commission should keep this in miad as it evaluates

18 the parties' arguments.

19 VX. Article Xi Disputed hut- Nmnber Portability 20 21 ISSUE NO. 2: Shdd the ica clearly specify that the parties are 22 required to permit telephone numhetg associated with remote call 23 forwar- io be ported only when the nnmber being farwrrded is 24 located in the same rate center?

79 I

1 A, There is only one issue of dispute between the Parties in Mcle XIZ. That issue, Issue 2 No. 2, datesto the number 'portabilityof Remote Call Forwarded telephone nmh, 3 Q. 'WEIATIS~ERPORTABEJW? 4 A, Number portability is the ability of users of telecomtmicatiorss sefyices to reaat the

6 reliability, or cnnveaience when switching from one tdecommkatiions Carrier to

7 another. In other words, whea an end user witches from Socket to CaiWTd, that end

8 user can rerain its existing number and relate3 local calling scope.

9 Q. WHAT Is REMOTG CALL FORWABDmG? 30 A. With Remote Call Forwarding, the end user has no actual tdephme or telephone 1L equipment associtkd with the telephone number &ped to the aduser. Mer, any 12 call to the number terminates in the CenatryTtl switch to which the number is assigned

13 and then CenhnyTd automatidy forwards the call to the telephone number associated

14 with a distant end user Iocation specified by the customer. Like FX or VNXX, RCF'is

15 typically used by businesses that want to provide a local number fbr consumers to call

16 witbont acWyMg e physicd presence ia &e 104 area With RCF, the customer

17 pays for the Io& service, the RCF feature and for any applicabXe toll on all calls to the 18 RCF'd number.

19 Q. WHAT TS THE BASIS OP TEE PARTES' DISPUTE IN ISSUE NO. 2? 20 A, Socket demands that CenturyTel port Remote Cali Forwarded (RCF'd) numbers upon

21 request. RCF.Mlstomers qc not usually IocaI customers but rathcr customcrs whose

22 physicaf location is somewhere outside of the 104 serving maand could ?Eanywhere

23 in the comtq. In effect, Socket demands that CenhqTel provide location porhbifiw

24 the porting of an existing number to a Iocation outside the local serving arm Socket

80 has stated that there k no techdcal rtwn why this cannot be done and also hmmctly states that there is no legal or policy reason why it should not bz required.

Sock&s demands are unreasonable; current local number porfability regulations

must be followed, which means the porting customer must remain at the same location

5 and that location must be witbin the same local calling area 6 Q. WEAT REQWMFNT DOES CEMWRYTEL PROPOSE TO INCORPORATE 7 INTO THEICAAS IT REUTES TO RCF.

& k CenftuyTel offers to port RCF'd numbers 90 long as the number is forwarded to another

follows:

12 ' EachParty shall p&t telephone numbers ~tssociakdwith Remote 13 Call Forwarding to be ported if the number if being forwardEd to 14 mother~lumberlocated in the merate center. 15 Q. IS CEMTRYTEL'S POSITION CONSISTENT WITH APPLICABLE LAW ANI, 16 ~PRONO~CEMENTSBY THE FCC? 17 A. Yes, it iS. 1 assume Socket will pint out CenturyTeI's duty under 47 USC, 5 25f(b) (2)

18 "to pmvjde, to hhe extent technically feasible, number portability in accordance with

' 19 requirements prescn'bd by the Commission." However, that duty has heen spccXcaily

20 clarZed by the FCC. As EM initial mater, fhe current nmkr portability obligation

21 spec*Xdlyexcludes attempts b change the sedq location of the customer or to port

22 numbers outside of the current JocaI &ling BIC& Contrary to Sdct's assumption ia its

23 proposed language, the service must conhuuc at the suma loention and that location mwr

24 be in the smne loco1 caning mea In the FCC's 4* Report and Order, for exmnple, the 25 FCC concluded that existing landline customers may port their n-bm to WireIeSs

81 1 cmiers that serve the SBme physical Idonprovided that the ported rmmbers &

2 rated io the original local calling area.

3 Local number prtribility is not designed to allow consumers, including business

4 mmtm, to move a number geographically or to mo~eto a differeat physical ldon

5 and keep the same local telephone number. In Sdon153(30) of the =A, the defmition

6 of '%umber portability" clearly specifm that number portabirity applies to "the ability of

7 usas of teIec~mmunicati~n~services to retain, at the sme localion, existing 8 teIecommunications numb without impdent of quality, reliability, or convdmce 9 when switching frm one k~tcommunicationscarrier to another" (emphasis added).

10 Under Socket's proposal here, the RCF'd number would appear local, but it is not

11 The RCF'd mbcris a numk in CentrayTel's switch and alI calIs to that nmkare

12 being f4d,tyP;caUy via toll, to fhe actuaI cwbma location ibat is not 16in

13 CentuyTd's Savice area As I previously stated, the ability of a co~lsumerto keep a

14 Idnmk when moving to a new location or when moved out of the local cdhgarea

15 b ded"location pmtabXQ?' To &at end, the PCC staled in pazagmph 182 of its First

16 Report and Mertbat "fit] believe[s] ., , th& r+g sentice M Iocation poxtability now

17 would not be in the public interest'' and that "the disadvantages of mandating location 18 portability orneigh the bene5ts." Xn pmgqh 181 of fhat same Order, the FCC Mer 19 stated: "We decIinc at this .time to require LECs to provide either service or location

20 portability. ... The 19% Act's requirement to provide number portabirity is limited to

21 situations when users xemh 'at the 5amt location,' and 'switch hm one 22 teiecommlmications CEtrrier to another,' adthus does not include service and location

82 4

1 portability:' Thus, Socket's attempt to require CmturyTd to provide Iocation podiliw

2 via porting RCF'd nmhis incOnsiStent With the requirements of de FTA 3 lnsummary, CenbyTeI's position on this issue is cornistent with federaI Iaw aad

4 FCC prouncements, WeSocket's position is not.

5 Q. COULDN'T SOCKET ARGUE TKAT THE (SUSTOMXR 1s NOT (SHANGINC: 6 LOCATION BECAUSE CENTORYTEL IS RCE'mG TRE NUMBER TO 7 SAME PHYSICAL LOCATION TEAT SOCKET WlLL BE PROWDING 8 sERrncE7 .9 A. That is a very misteading way to chacacterize the isme. As I stated above, with RCF, the

10 actual Iocation of the nutubm for call termination is the CentUryTel switch, not any

11 physical address where the customer is lmkd. So, to be waisteat with & FCC's

12 requirements, CduryTel should ody pod the number if it remains at the CentWyTcI

13 switch after the pmL It is not teGhaically feasibIe for Socket to port Inumber and have it

14 remain atthe CenttayTCI switdh.

15 Q9 CAlYYOU~LLAINWffY~LSNOT~CHNXCAUYFEASIBL;E? 16 k AU zlumbers reside in the i la ti ions within local switches. Any s+ic number resides

17 in the switch that is owned by the carrier that actually provides seryice to the end user.

18 With normal focal service, not RCFd Service, the Switch mutes all calls via the local

39 network to the end user ~I?~ORassociated withthcnumb. Whcn a number is ported, it

20 is remoytd from the tmdations of original switch and hsmlled in the tmslslations of the 21 mitch thatis owned by the parting der. The originating carder then muta dlsto the

22 prting carrier's switch after diyphg a database for the bation Routing Number

83 I back to the original witch for termination, Since the number has been removed from the

2 translations in the original switch, completing calls to the orjgid switch is not

4 Q- 5 6R Yes. Under Socket’s propod, CmtuyTeI would be reguirsa to innu the additiod and

7 unrecoverable cost of transporting 104 calls to the ported number to the RCF customer’s

8 location outside the d1 area served by CentmyTel’s witch, The porting of the

9 numbers to a customer physidy lowtd in another mte center would hpmperly shift

10 thc burden of additioqd costs to CentqTd. Under Socket’s proposal, Iocal end us~gs

11 would call what they believe is a local number, and CenhayTel would be expected b

12 any that call as if it wcre local, ignarisg &e additioml hasport costs associated with

13 out-of-area dterminatioa If the prkd customu happens to be ap EP-and it is my 14 understanding that many of Socket’s customers are. ISSPs-thm the bansportation costs to’

35 CenturyTeX would be excesSive. As I pre6ousIy testified, CentmyTel did an estimzrte of

16 transporting a CLEC’s ISP-bound trdE~to a single pint of connection per LATA in

17 another state. For that one ISP CLEC, &e estimate was almost a half million dohrper 18 ymprLATA in ki&g charges. 19 Q. 20

21 A The fact that other ILECs may voluntarily agree to port RCF’d numbers does not make

22 that agreement ~IIobligation for CentUryTeI. Thts Commission should not make it an

23 obligation either given thaf there are no ind- standards and processes to accommodate

24 location porting. I Q- PROM A PU8WC l"Em ANllloR POLICY PERSPECTIVE, ARB THZRF, 2 OTHER REASONS WHY TEE COMMLSSXON SHOULD NOT REQUIRE 3 CENTIIRYTEL TO PORT RCF NUMBERS? 4 A. Yes. In its FdReport and Order, de FCC ConcIuded ''that requiring service or Iocation

5 pombility now would not be in the public inkre%" (7 182) The FCC went on to 6 identify the "many problems" posed by hplementing lodmpurtabiliw, problems that 7 would be hpsedupon CenWyTel if the Commission adopts Socket's position. Most of 8 the parties responding to the FCC's NPRM on LW agreed that implementation of 9 locafion portability posa many problems. Jn the order (7 176), &e FCC lists these

10 problems as:

11 (I) loss of geographic identity of one's telephone number;

12 (2) lack of indusky c011s~BS to the propet geographic scope of Io&n

13 po*biility;

14 (3) substanhi rnodikation of bilhg system and the consumer wnfhion

15 regardink charges for calls;

16 (4) loss of the ability to use 7-digit dialing schemes;

17 (5)thedtoresbcture directoryasktance and operator sewicts;

18 (6)coordinatioq. of number assignments for botb customer and ndwork

19 idmacation;

20 (7) network and switching rnodiktioas to handle a two-tidnunbaing

21 system; 22 (8) development and implementation of systems to replace 1t as toll

23 iddiication; and

24 (9) possl'blle adverse hpact on E91 1 bees.

25 Q- CAN YOUBRIEFLY FURTHERDEm TEO3 FCC'S LIST OF PROBLEMS?

85 4

I A. In the Order (f M), the FCC clarifies in its own words that its "chief mnwm is that

2 users currmily associate arta codes with geographic arm and assume that the charges

3 they incur will be ia accorhce with the calling rates to that area. hdonportability

4 would meate cotlsumer confusion and result in co~lsumersinadvertently making, and

5 being bidled for, toll calls. Comers would be forced to dial ten, mtha than sevq

6 digits to pIace local CalIs to IocationS beyond existing rate mhs. In order to avoid this

7 customa confusion, cankrs, and ultimately COI~SUIZI~~,wodd incur the addifional costs

8 of modimg cartied biUing systems, replacing lt as atoll indicator, and haeasing the

9.bdcn on directory, operator, and unergency Senices to accOmmOdate lodigit dialing 10 and the loss of geographic identity.

11 Conhukg on ('I[ 1851, the FCC states '7n addition to de disadvantages, the

12 demand for ldon prtabihy k currently unclear. There is 110 ~oflse~suson the 13 prefd geographic scope of loation portability. Also, users who shongly desire

14 lodon porhbility can use non-geographic numbers by subscribq to a 500 or toll h

15 nmba, Fhdy, whereas having to change nmhdckrs users from switching service

16 providers, we beIievt that a custome;'~decision to move to a new midentid or businws

f7 location generally wodd not be iaatxn@ sigdicmtly by thc availability of numbcr

18 portability. Therefore, lodon po&hiity WitI not foster the development of comMlion

19 io the same extent as Service'pviderportability." 20 Q. THESE LOCATION PORTA3~ITY ISSUES l'IXRIs THAT ARE 21 APPROPRIATE FOR AN lHTERCIIHNECT3ON AGRXFMENT TO ADDRESS? 22 A. No. Some are issua for the FCC to address in dedhg proceedings, while others are

24 and inappropriate for these issues to be decided by carriers and addressed in an

86 1

2 partability ObIigations to do not requke it to provide bation portability, which is 3 precisely what Socket's proposal would reqaire.

4 Q* BEFORE CONcltuDMG YOUR TESTIMONY, DO YOU HAVE ANY FINAL 5 STATEMENTS OF A GFNF,&iL NATURE RI?,GAl?DING TEE TERMS OF 6 TEUS ~CO~tXIUNAGI?XE~~ 7A Yes, I do. As 1have dakd several times throughout my testknony, one of CentUryTEl's

9 end, any statement that Socket makes in its testimony to the effect that it does not

10 interpret the language in a mmer harmfirI to CenturyTtl or it would not take advantage

Ii of CentwyTel in the Way'CentuyTel presents is irrelevant, However Socket may

12 interpret language or whakver Smket may state on its own behalf is obviukly not

13 bmding on any other Wing CLEC. This commission musf take the agreement i4 lanpg6 at fie value and consider the diffm-cat contexts in which that hguage may be 15 htqmted and wdThis is exactly what I have done in my testimony,

87 1 2 hessflow for standards development 3 4

5 6 7 8 9 10

1 88 1 2 Q. DOES TBlS CONCLUDE.YOUR"Y? 3 A. Yeqitdocs,