Amendment to the Agreement Between DukeNet Communications, LLC and BellSouth Telecommunications, Inc. Dated July 25, 2001 Pursuant to this Amendment, (the “Amendment”), DukeNet Communications, LLC, (“DukeNet”), and BellSouth Telecommunications, Inc. (“BellSouth”), hereinafter referred to collectively as the “Parties,” hereby agree to amend that certain Interconnection Agreement between the Parties dated July 25, 2001 (“Agreement”) to be effective 30 days after the date of the last signature executing the Amendment. WHEREAS, BellSouth and DukeNet entered into the Agreement on July 25, 2001, and; NOW THEREFORE, in consideration of the mutual provisions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby covenant and agree as follows: 1. Section 2 of the General Terms and Conditions of the Agreement shall be modified with the language reflected in Exhibit 1 attached hereto and by reference made a part of this Amendment. 2. Section 1.8 of Attachment 7, Billing, of the Agreement shall be modified with the language reflected in Exhibit 2 attached hereto and by reference made a part of this Amendment. 3. Attachment 4, Physical Collocation, Remote Site Collocation and Rates, of the Agreement is replaced in its entirety with that reflected as Exhibit 3 attached hereto and by reference made a part or this Amendment. 4. Except as modified in this Amendment and in the prior Amendment dated January 23, 2002, the terms and conditions of the Agreement, dated July 25, 2001, shall remain in full force and effect as originally written. 5. Either or both of the Parties is authorized to submit this Amendment to the respective state regulatory authorities for approval subject to Section 252(e) of the Federal Telecommunications Act of 1996. 2 of 132 EXHIBIT 1 3 of 132 Exhibit 1 Page 1 of 2 Replacement language for Section 2, General Terms and Conditions 2. Term of the Agreement 2.1. The Effective Date of this Agreement shall be July 25, 2001 and the term of this Agreement shall expire on January 23, 2004. This Agreement shall apply to the BellSouth territory in the state(s) of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina and Tennessee. Notwithstanding any prior agreement of the Parties, the rates, terms and conditions of this Agreement shall not be applied retroactively prior to the Effective Date. 2.2. The Parties agree that by no earlier than two hundred seventy (270) days and no later than one hundred and eighty (180) days prior to the expiration of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (“Subsequent Agreement”). 2.3. If, within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate terms, conditions and prices for the Subsequent Agreement pursuant to 47 U.S.C. 252. 2.4. If, as of the expiration of this Agreement, a Subsequent Agreement has not been executed by the Parties, and neither Party has initiated arbitration in accordance with Section 2.3 above and pursuant to 47 U.S.C. 252, this Agreement shall terminate. Upon termination of this Agreement, BellSouth shall continue to offer services to DukeNet pursuant to the terms, conditions and rates set forth in BellSouth's then current standard interconnection agreement. In the event that BellSouth's standard interconnection agreement becomes effective as between the Parties, the Parties may continue to negotiate a Subsequent Agreement or arbitrate disputed issues to reach a Subsequent Agreement as set forth in Section 2.3 above, and the terms of such Subsequent Agreement shall be effective as of the effective date as stated in the Subsequent Agreement. 4 of 132 Exhibit 1 Page 2 of 2 2.5 If an arbitration proceeding has been filed in accordance with Section 252 of the Act and if the Commission does not issue its order prior to the expiration of this Agreement, this Agreement shall be deemed extended on a month-to-month basis. Upon conversion to a month-to-month term either Party in its discretion may terminate this Agreement upon thirty (30) days notice to the Party; however, the Agreement cannot be terminated prior to one year after the original expiration date. In the event that BellSouth terminates this Agreement as provided above, BellSouth shall continue to provide service to DukeNet pursuant to (1) the terms, conditions and rates set forth in BellSouth’s standard interconnection agreement then in effect and made available to CLECs requesting negotiations pursuant to Section 251 of the Act, or (2) an agreement adopted by DukeNet pursuant to Section 15 of this Agreement. Neither Party shall refuse to provide services to the other Party during the negotiation of the Subsequent Agreement or the transition from this Agreement to the Subsequent Agreement. In the event that the Parties begin operating under BellSouth’s standard interconnection agreement or an agreement adopted by DukeNet, the Parties may continue to negotiate a Subsequent Agreement or may continue to pursue arbitration of a Subsequent Agreement before the Commission. The terms of such Subsequent Agreement shall be effective as of the effective date stated in such Subsequent Agreement and shall not be applied retroactively to the expiration date of this Agreement unless the Parties agree otherwise. 5 of 132 EXHIBIT 2 6 of 132 Exhibit 2 Replacement language for Attachment 7, Section 1.8: 1.8 Deposit Policy. DukeNet shall complete the BellSouth Credit Profile and provide information to BellSouth regarding credit worthiness. Based on the results of the credit analysis, BellSouth reserves the right to secure the account with a suitable form of security deposit. Such security deposit shall take the form of cash, an Irrevocable Letter of Credit (BellSouth form), Surety Bond (BellSouth form) or, in BellSouth’s sole discretion, some other form of security proposed by DukeNet. Any such security deposit shall in no way release DukeNet from its obligation to make complete and timely payments of its bill. DukeNet shall pay any applicable deposits prior to the inauguration of service. If, in the sole opinion of BellSouth, circumstances so warrant and/or gross monthly billing has increased beyond the level initially used to determine the level of security deposit, BellSouth reserves the right to request additional security. Interest on a security deposit, if provided in cash, shall accrue and be paid in accordance with the terms in the appropriate BellSouth tariff. Security deposits collected under this Section shall not exceed two months' estimated billing. In the event DukeNet fails to remit to BellSouth any deposit requested pursuant to this Section, service to DukeNet may be terminated in accordance with the terms of Section 1.7 of this Attachment, and any security deposits will be applied to DukeNet's account(s). In the event DukeNet defaults on its account, service to DukeNet will be terminated in accordance with the terms of Section 1.7 above, and any security deposits will be applied to DukeNet’s account. 7 of 132 EXHIBIT 3 8 of 132 Attachment 4-Central Office Page 1 Attachment 4 Physical Collocation Version 1Q03: 02/28/03 9 of 132 Attachment 4-Central Office Page 2 BELLSOUTH PHYSICAL COLLOCATION 1. Scope of Attachment 1.1 The rates, terms, and conditions contained within this Attachment shall only apply when DukeNet is physically collocated as a sole occupant or as a Host within a BellSouth Premises location pursuant to this Attachment. BellSouth Premises include BellSouth Central Offices and Serving Wire Centers (hereinafter “Premises”). This Attachment is applicable to Premises owned or leased by BellSouth. However, if the Premises occupied by BellSouth is leased by BellSouth from a third party, special considerations and intervals may apply in addition to the terms and conditions contained in this Attachment. 1.2 Right to Occupy. BellSouth shall offer to DukeNet collocation on rates, terms, and conditions that are just, reasonable, non-discriminatory and consistent with the rules of the FCC. Subject to the rates, terms and conditions of this Attachment, where space is available and it is technically feasible, BellSouth will allow DukeNet to occupy a certain area designated by BellSouth within a Premises, or on BellSouth property upon which the Premises is located, of a size which is specified by DukeNet and agreed to by BellSouth (hereinafter “Collocation Space”). The necessary rates, terms and conditions for h premises as defined by the FCC, other than BellSouth Premises, shall be negotiated upon reasonable request for collocation at such premises. 1.2.1 Neither BellSouth nor any of BellSouth’s affiliates may reserve space for future use on more preferential terms than those set forth in this Attachment. 1.2.1.1 In all states other than Florida, the size specified by DukeNet may contemplate a request for space sufficient to accommodate DukeNet’s growth within a twenty-four (24) month period. 1.2.1.2 In the state of Florida, the size specified by DukeNet may contemplate a request for space sufficient to accommodate DukeNet’s growth within an eighteen (18) month period. 1.3 Space Allocation. BellSouth shall attempt to accommodate DukeNet's requested preferences, if any. In allocating Collocation Space, BellSouth shall not materially increase DukeNet's cost or materially delay DukeNet's occupation and use of the Collocation Space, assign Collocation Space that will impair the quality of service or otherwise limit the service DukeNet wishes to offer, reduce unreasonably the total space available for physical collocation or preclude unreasonable physical collocation within the Premises.