**NORTHEAST CARRIER ACQUISITION COMPANY, LLC**

**AMENDED AND RESTATED**

**LIMITED LIABILITY COMPANY OPERATING AGREEMENT**

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT
(\"Agree­ment\") is made as of the 28th of April, 1998, amending and
restating the Limited Liability Company Operating Agreement dated as of
September 5, 1996 (the \"Original Agreement\") by and among each of the
parties listed on Exhibit A hereto.

**RECITALS**

WHEREAS, the parties formed a limited liability company known as New
York Carrier Acquisition Company LLC (the \"Compa­ny\") pursuant to the
New York Limited Liability Company Law for the purpose of engag­ing in
business activities related to imple­ment­ing number porta­bility in the
State of New York; and

WHEREAS, the parties desire to amend and restate the Original Agreement
to enable the Company to engage in business activities relating to
implementing number portability in the Northeast Region (defined below)
and to establish their relative rights and obligations pursuant to the
New York Limited Liability Company Law in connection with forming the
Company;

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the parties hereto hereby agree as follows:

**Article I**

**Definitions and Rules of Construction**

1.1 [Definitions]{.underline}. The following terms used in this
Agreement shall have the following meanings (unless otherwise expressly
provided herein):

\(a\) \"[Agreement]{.underline}\" shall mean this operating agreement as
originally executed and as amended from time to time.

\(b\) \"[Articles of Organization]{.underline}\" shall mean the Articles
of Organization of the Company filed with the New York Secretary of
State, as they may from time to time be amend­ed.

\(c\) \"[Capital Account]{.underline}\" shall have the meaning set forth
in Section 9.3.

\(d\) \"[Chairman]{.underline}\" shall mean the Chairman of the Managers
Committee as described in Section 7.1(b), and
\"[Co-Chairs]{.underline}\" shall mean the Co-Chairs of the Managers
Committee as described in Section 7.1(c).

\(e\) \"[Commission]{.underline}\" shall mean the appropriate state
governmental authority or authorities in the Northeast Region with
jurisdiction over the porting of numbers.

\(f\) \"[Company]{.underline}\" shall mean Northeast Carrier Acquisition
Company, LLC.

\(g\) \"[Entity]{.underline}\" shall mean any individual person, general
partner­ship, limited partnership, limited liability company,
corporation, joint venture, trust, business trust, cooperative,
association, foreign trust, or foreign business organization.

\(h\) \"[Interim Number Pooling Administrator]{.underline}\" shall mean
the Entity that contracts with the Company to support the number
administration function associated with thousands block number pooling
on an interim basis in the 212 and its relief area code, the 718 and its
relief area code, and any additional New York areas as ordered by the
New York Public Service Commission.

\(i\) \"[Managers]{.underline}\" shall mean the Managers identified in
Exhibit B or in an executed counterpart to this Agreement and their
successors in that capacity, and as further described in Article VI.

\(j\) \"[Master Contract]{.underline}\" shall refer to the contract
between the Company and the Prime Vendor relating to Permanent Number
Portability, which contract shall provide, among other things, (i) that
the Company shall have no liabili­ty under the Master Contract or
otherwise (x) for the Prime Vendor\'s costs or expenses or for any
compensa­tion to the Prime Vendor for the estab­lishment or opera­tion of
the number portability administra­tion center and service management
system or (y) for services provid­ed by the Prime Vendor incident to the
provision of number portability administration center and service
manage­ment system services to any Member or any other person authorized
to purchase such services, (ii) that the Prime Vendor shall look solely
to reve­nues generat­ed by the Prime Vendor from the sale by the Prime
Vendor of the services of the number portability administration center
and service management system in the course of the Prime Vendor\'s
operation of the number portability administration center and service
management system for the recovery of any costs or expenses of the Prime
Vendor and any compensation to the Prime Vendor for the estab­lish­ment
and operation of the number portability administration center and
service management system, (iii) that the Prime Vendor shall look solely
to a Member or other person purchasing goods or services provided by the
Prime Vendor to such Member or other person for the payment for such
goods or servic­es, and the Company shall have no liability therefor,
(iv) that neither the Company nor any Member have any obligation to
pur­chase number portability administration center services or other
goods or services from the Prime Vendor nor do the Company nor any
Member promise any level of such purchas­es, and (v) that the Company\'s
rights under the Master Contract with the Prime Vendor shall not be
impaired or subject to any defense or offset on account of the breach by
any Member or any other person of any obligation owing to the Prime­
Vendor arising out of the purchase of number portability administration
center services or other goods and services.

\(k\) \"[Member]{.underline}\" shall mean, for so long as it satisfies
the eligibil­ity criteria set forth in Section 12.1, each carrier that
satisfies such criteria and that executes this Agreement as a Member or
that hereaf­ter becomes a Member by executing a coun­terpart to this
Agreement. The names and ad­dresses of the Members are as set forth in
Exhibit A.

\(l\) \"[Membership Interest]{.underline}\" shall mean a Member\'s
entire interest in the Company including, without limitation, (i) the
Member\'s right to partici­pate in the management of the business and
affairs of the Compa­ny, (ii) the right to vote on, consent to, or
otherwise partici­pate in any decision or action of or by the Members
granted pursuant to this Agreement and the New York Law and (iii) the
right to inspect the books and records of the Company.

\(m\) \"[New York Law]{.underline}\" shall mean the New York Limited
Liability Company Law.

\(n\) \"[Northeast Region]{.underline}\" shall mean the region in the
United States comprised of the following states: Connecticut, Maine,
Massachusetts, New Hampshire, New York, Rhode Island and Vermont.

\(o\) \"[Permanent Number Portability]{.underline}\" shall refer to a
system for providing permanent number portability meeting the
requirements of any regulation or order promulgated by the Federal
Communica­tions Commission with respect to permanent number portability.

\(p\) \"[Prime Vendor]{.underline}\" shall mean the Entity that enters
into the Master Contract with the Company to (i) establish, administer
and maintain the number portability administration center and the
service management system, and (ii) perform other duties associated with
the number portability administration center and service management
system as directed by the Company. The Prime Vendor shall provide number
portability adminis­tration center servic­es and service management system
services in the Northeast Region and shall provide all such services
directly or indi­rectly to all carriers or any other telecommuni­cations
related service provider for routing and billing of telecommunications
services. The Prime Vendor shall (x) provide access to all such services
in the Northeast Region on a nondiscriminatory basis and (y) provide
such services in the Northeast Region at rates, terms and conditions
that are nondiscrimi­natory.

\(q\) \"[PSC Representative]{.underline}\" shall refer to any
represen­ta­tive of the Commission or its Staff, who shall be entitled,
but not obligated, (1) to attend all meetings of the Members, (2) to
participate in all activities of the Company as a non-voting party and
as a consul­tant acting in a supervisory role, (3) to attend all Managers
Committee meetings, (4) to perform such other duties as shall be
proposed by the Managers and that are accepted by the Commis­sion or its
Staff. The \"PSC Representa­tive\" shall be the person or persons so
designated by the Staff of the Commission.

\(r\) \"[Secretary]{.underline}\" shall refer to the Secretary of the
Steering Committee as described in Section 7.1(d).

1.2 [Rules of Construction]{.underline}. Unless the context other­wise
requires:

\(a\) a term has the meaning assigned to it;

\(b\) \"or\" is not exclusive;

\(c\) references in the singular or to \"him,\" \"her,\" \"it,\"
\"itself,\" or other like references, and references in the plural or
the feminine or masculine reference, as the case may be, shall also,
when the context so requires, be deemed to include the plural or
singular, or the masculine or feminine reference, as the case may be;

\(d\) references to Articles and Sections shall refer to articles and
sections of this Agreement, unless otherwise speci­fied; and

\(e\) the headings in this Agreement are for convenience and
identifica­tion only and are not intended to describe, inter­pret, define
or limit the scope, extent, or intent of this Agreement or any provision
thereof.

1.3 [Effect of Agreement; Severability and Reforma­tion]{.underline}. It
is the express intention of the Members that, except to the extent a
provision of this Agreement expressly incorporated Federal income tax
rules by reference to the Internal Revenue Code of 1986, as amended (the
\"IRC\"), or the Treasury Regula­tions promulgated thereunder, or is
expressly prohibited or ineffective under the New York Law, this
Agreement shall govern the relations among the Members in their
capacities as Members. If any provi­sion of this Agree­ment or the
application thereof to any person or circum­stance shall be held invalid
or unenforceable to any extent, (a) such provision shall be ineffective
to the extent, and only to the extent, of such unenforceability or
prohibition and shall be enforced to the extent permitted by law; (b)
such unenforce­ability or prohibition in any jurisdiction shall not
invalidate or render unenforceable such provision as applied (i) to
other persons or circumstances or (ii) in any other jurisdic­tion; and
(c) such unenforceability or prohibition shall not affect or invalidate
any other provision of this Agreement. To the extent any provision of
this Agreement is prohibited or ineffective under the New York Law, this
Agreement shall be considered amended to the least degree possible in
order to make this Agreement effective under the New York Law. In the
event the New York Law is subsequently amended or interpreted in such a
way as to make valid any provision of this Agreement that was formerly
invalid, such provision shall be considered to be valid from the
effective date of such interpretation or amendment.

To the extent any provision of this Agreement is held invalid or
unenforceable, the Members shall negotiate, in good faith, concerning an
amendment to this Agreement that will achieve, to the extent possible
consistent with applicable law, the intended effect of the invalid or
unenforceable provision. To the extent any provision of this Agreement
conflicts with any ruling issued by the Commission, the Federal
Communications Commission or any state regulatory author­ity, such ruling
shall govern and supersede, to the extent necessary, such conflicting
provision of this Agreement.

**Article II**

**Formation of Company**

2.1 [Formation]{.underline}. The Company was organized by executing and
delivering the Articles of Organization to the Depart­ment of State of
the State of New York in accordance with and pursuant to the New York
Law.

2.2 [Name]{.underline}. The name of the Company is Northeast Carrier
Acquisition Company, LLC.

2.3 [Principal Office]{.underline}. The Company may locate its principal
office and other places of business at any place or places within the
State of New York as the Managers may from time to time deem advisable.

2.4 [Principal Office and Resident Agent]{.underline}. The Company\'s
initial principal office shall be at the office of its registered agent
at 500 Central Avenue, Albany, New York 12206-2290, and the name of its
initial regis­tered agent at such address shall be Corporation Service
Company. The regis­tered office and registered agent may be changed from
time to time by filing the address of the new registered office and/or
the name of the new registered agent with the New York Department of
State pursuant to the New York Law.

2.5 [Term]{.underline}. The term of the Company shall be ten years,
terminating September 5, 2006 unless the Company is earlier dissolved
and terminated in accordance with either the provisions of this
Agreement or the New York Law.

**Article III**

**Business and Nature of the Company**

3.1 [Permitted Businesses]{.underline}. The business of the Company
shall be:

\(a\) to issue a Request For Proposals (\"RFP\") to solicit bids from
vendors interested in entering into the Master Contract to perform the
functions of the Prime Vendor;

\(b\) to develop and implement procedures for reviewing bids from
vendors responding to the RFP and selecting the Prime Vendor;

\(c\) to ratify, after a bid is selected and before execution of the
Master Contract, the award of the Master Con­tract to the Prime Vendor;

\(d\) to negotiate and execute the Master Contract and to negotiate and
execute other contracts for goods or services, to negotiate changes in
terms and conditions of the Master Contract and any other contract, to
renew or rebid the Master Contract and any other contract, and to
terminate the Master Contract and any other contract as circumstances
require;

\(e\) to supervise and oversee the Prime Vendor as well as any
subcontractor or vendor to ensure compliance with Master Contract
requirements;

\(f\) to own, license or otherwise control any and all intellectual
property rights and any other proprietary rights associated with local
number portability technology and all confidential information
associated with the activities of the Company, pursuant to the terms and
conditions set forth in Exhib­it C;

\(g\) to comply with any order or other directive concerning local
number portability issued by the Commission, the Federal Communications
Commission or any state regulatory author­ity, including, but not limited
to, any directive to expand, reduce, merge, consolidate, dissolve and
terminate, or otherwise modify the Company; to supervise and oversee the
Prime Vendor and any subcontractor or vendor to ensure compliance with
any such order or other directive; and to amend this Agreement in
accor­dance with any such order or other direc­tive;

\(h\) to purchase or own such facilities and other assets as the Company
may, from time to time, reasonably require for its business; and to
exercise all other powers necessary to or reasonably related to the
Company\'s business that may legally be exercised by limited liability
companies under the New York Law; and

\(i\) to engage in all activities necessary, customary, convenient,
incidental or related to any of the foregoing, and to do so in a manner
that does not discriminate unreasonably against any Member or non-Member
provider of telecommunications service.

\(j\) to issue an RFP for an Interim Number Pooling Administrator
(\"INPA\"); review bids from vendors responding to the RFP; select an
INPA; negotiate, execute and terminate (as appropriate) a contract and
any changes thereto with the INPA; supervise and oversee the INPA;
comply with any order or other directive concerning number pooling
issued by the Commission or the Federal Communications Commission and
amend this Agreement in accordance with any such order or other
directive; and engage in all activities necessary, customary convenient,
incidental or related to any of the foregoing and do so in a manner that
does not discriminate unreasonably against any Member or non-Member
provider of telecommunications service.

3.2 [No Partnership Intended for Non-Tax Purposes]{.underline}. The
Members have formed the Company under the New York Law, and expressly do
not intend hereby to form a partnership under any state partnership act
or limited partnership act. The Members do not intend to be partners one
to another, or partners as to any third party.

**Article IV**

**Rights and Obligations of Members**

4.1 [Membership Interest and Voting Rights]{.underline}.

\(a\) Except as otherwise provided in this Agreement, each Member shall
have and retain a Membership Interest equiva­lent in every respect to the
Membership Interest of any other Member, and such Membership Interest
shall entitle a Member at all times to one vote by its respective
Manager, and thus equal voting power, on all matters set forth in this
Agreement requir­ing the vote of Managers.

\(b\) In the event that any Member is affiliated with one or more other
Members, such affiliated Member group shall collec­tively be entitled to
only one vote on all matters set forth in this Agreement requiring the
vote of Managers; such single vote to be cast by a Manager of one of the
Members within the affiliated group as designated in writing by such
group. For purposes of this Agreement, a Member is affiliated with
another Member if such Member directly or indirectly controls, is
con­trolled by, or is under direct or indirect common control with such
other Member. A Member shall be deemed to control another Member if such
Member possesses, directly or indirectly, the power (i) to vote 10% or
more of the securities having ordinary voting power for the election of
directors of such other Member or (ii) to direct or cause direction of
the management and policies of such other Member, whether through the
ownership of voting securities, by contract or otherwise.

\(c\) Any Member qualifying for membership under Section 12.1(b) that
does not commence porting numbers in the Northeast Region within either:
(1) 6 months from the date such Member declares to the Company its
intent to port numbers in the Northeast Region, if such declara­tion is
made at a time when Permanent Local Number Portability is available in
the Northeast Region; or (2) if, at a time when Permanent Local Number
Portability is not available in the Northeast Region, the Member
declares to the Company its intent to port numbers in the Northeast
Region, the period of time during which Permanent Local Number
Portabili­ty remains unavailable in the Northeast Region plus 6 months;
shall become a non-voting Member on the first day following the
expiration of the applicable 6 month period specified in Section
4.1(c)(1) or 4.1(c)(2), as the case may be, and relin­quish all such
Member\'s voting rights on all matters set forth in this Agreement
requir­ing the vote of Managers until such time as such Member commences
porting numbers in the Northeast Region, [provided]{.underline},
[however]{.underline}, that such failure to commence porting numbers in
the Northeast Region is not caused by any other Member or non-Member
provider of telecommunications ser­vice, as the Managers may, by majority
vote, decide to be the case. During the time that voting rights are
relinquished, such Member may contin­ue as a non-voting Member of the
Company, a Manager designated by such Member may participate in any
meetings in which he or she would be entitled to attend if such
non-voting Member were a voting Member, [provided]{.underline},
[however]{.underline}, that non-voting Members and Managers designated
by them shall not be counted as present for purposes of determining a
quorum or the adequacy of any vote. Upon the actual commencement of
number porting by a non-voting member designated as such pursuant to
this paragraph 4.1(c), such Member shall become a voting Member of the
Company.

4.2 [Limitation of Liability]{.underline}. Except for the Member\'s
respective Capital Account and as otherwise provided under the New York
Law, no Member shall be liable for any debt, obligation or liability of
the Company or any other Member(s) of any nature whatsoever, whether
arising in contract, tort or otherwise, solely by reason of being a
Member.

4.3 [Nature of Interests]{.underline}. There shall not be limited
liability company interests in the Company other than Membership
Interests as defined in this Agreement.

4.4 [Manager Approval of Certain Transactions]{.underline}.
Not­with­stand­ing anything in the New York Law to the contrary, the
Managers shall approve, without any separate vote of the Members, the
matters referred to in Sections 6.4, 6.5, 6.6 and 6.7.

4.5 [Access to Company Books and Records]{.underline}. Upon reason­able
request, each Member or its duly authorized Manager shall have the
right, during ordinary business hours and in accordance with Section
1102 of the New York Law, to inspect and copy Company books and records
at the requesting Member\'s ex­pense.

4.6 [Priority and Return of Capital]{.underline}. Except as other­wise
expressly provided in this Agreement, no Member shall have priority over
any other Member, either for the return of Capital Contribu­tions or
assessments or for net profits, net losses, or distribu­tions.

4.7 [Internal Dispute, Review, Arbitration and Media­tion]{.underline}.
Except as provided in Section 4.8 of this Agreement, in the event of a
dispute or disagreement regarding a decision or action of the Managers
or Members as to any material matter, any Member shall first make a good
faith effort to review or mediate such dispute or disagreement pursuant
to the procedure set forth in this Section 4.7. Such procedure shall
include consultation with the Commission Staff, followed by the
aggrieved Member seeking review or mediation of such decision or action
by the filing of an appropriate petition, letter, pleading or other
request for action in accordance with applicable rules, if any, of the
Commission within 30 calendar days of a decision or action by the
Members. Thereafter, the Members will participate in good faith in any
proceeding convened by the Commission for the purpose of resolving the
matters in issue and will comply with decisions, advice, and directions
of the Commission as may be appropriate. However, the decision or action
that is the subject of the review or mediation shall not be delayed or
postponed unless otherwise agreed by the Members or unless otherwise
ordered by the Commission. If the Commission determines that it does not
have jurisdiction in the premises or is unable for any other reason to
review or mediate the matter, the Members will obtain final resolution
of the matter by submitting to it binding arbitration or litigation in
accordance with procedures to be agreed upon by the Members. For
purposes of this paragraph, \"material matter\" means a matter of
sufficient magnitude as to impose a significant impact upon any aspect
of the business of the Company or upon its Members or Managers regarding
their participa­tion in matters that are the subject of the business of
the Company or related thereto, either collectively, individually or
upon certain Members as a group. \"Significant impact\" in­cludes but is
not limited to matters of financial, operational, legal, regulatory or
personnel‑related concern pertaining to the business of the Company or
matters related thereto. For purposes of this para­graph, \"material\"
does not refer to any financial standard of materiality as applied in
the administration of generally accepted accounting practices. The
provisions of Section 4.7 shall not be construed as limiting such legal
and procedural remedies as may be otherwise available to any Member.
Section 4.7 shall not be applicable to, and thus the remedies provided
under Section 4.7 shall not be available for, review or mediation of
disputes or disagreements concerning the Company\'s selection,
ratification, approval, termination or renewal of the Prime Vendor, in
connection with any aspect of the Prime Vendor\'s performance under the
Master Contract.

4.8 [Policy Disputes]{.underline}.

\(a\) Public Policy Dispute. For purposes of this section, \"Public
Policy Dispute\" shall mean an unresolved LNP issue that (1) involves
one or more Company members, (2) has been discussed and voted by the
Company, and (3) concerns public policy. Any unresolved LNP issue that
relates to pecuniary or such other issues strictly relating to the
business of LNP administration or provisioning and that does not concern
public policy shall not constitute a Public Policy Dispute but would be
subject to the Company\'s dispute resolution procedures set forth in
Section 4.7 of this Agreement.

A Public Policy Dispute shall first be negotiated by the parties to the
Public Policy Dispute for resolution. If any party to the Public Policy
Dispute objects to the resolution, the Public Policy Dispute may be
referred to the Company. The Company shall attempt to resolve the Public
Policy Dispute in accordance with the NANC dispute resolution
guidelines. If any party objects to the Company\'s resolution, prior to
any other resolution process the Public Policy Dispute shall be
submitted for resolution by the NANC or an appropriate regulatory
commission. In the event of the submission of a Public Policy Dispute to
the NANC, and where any party to the Public Policy Dispute objects to
the NANC\'s proposed resolution, prior to any other resolution process
the NANC\'s proposed resolution of the Public Policy Dispute shall be
submitted to the FCC as a recommendation for FCC review, pursuant to the
FCC\'s procedures set forth at ¶130 of its Second Report and Order, *In
the Matter of Telephone Number Portability*, CC Docket No. 95-116, FCC
97-289. The submission of a Public Policy Dispute to a state regulatory
commission shall be made to any appropriate state regulatory commission
in the Northeast Region that the parties to the Public Policy Dispute
select.

\(b\) Dispute Between Regions. For purposes of this section, \"Dispute
Between Regions\" shall mean an unresolved LNP issue that involves the
Company and one or more of the other regional companies (LLCs)
administering the implementation of LNP.

A Dispute Between Regions shall first be negotiated by the parties to
the Dispute Between Regions for resolution in accordance with the NANC
dispute resolution guidelines. If any party objects to the resolution,
prior to any other resolution process the Dispute Between Regions shall
be submitted for resolution by the NANC. In the event any party to the
Dispute Between Regions objects to the NANC\'s proposed resolution,
prior to any other resolution process the NANC\'s proposed resolution of
the Dispute Between Regions shall be submitted to the FCC as a
recommendation for FCC review, pursuant to the FCC\'s procedures set
forth at ¶130 of its Second Report and Order referenced above.

\(c\) Referred Dispute. For purposes of this section, \"Referred
Dispute\" shall mean an unresolved LNP issue that is referred to the
Company by any telecommunications carrier.

A Referred Dispute shall first be reviewed by the Company to determine
whether it concerns public policy. A Referred Dispute determined by the
Company to concern pecuniary or such other issues strictly relating to
the business of LNP administration and not to concern public policy
shall be submitted to the Company\'s dispute resolution procedures set
forth in Section 4.7 of this Agreement. If a Referred Dispute is
determined by the Company to concern public policy, the Company shall
attempt to resolve such Referred Dispute in accordance with the NANC
dispute resolution guidelines. If any party to such Referred Dispute
objects to the Company\'s resolution, any party may submit such Referred
Dispute for resolution by the NANC or may pursue such other rights it
may have under dispute resolution processes afforded by appropriate
regulatory authorities. In the event of the submission of a Referred
Dispute to the NANC, and where any party to the Referred Dispute objects
to the NANC\'s proposed resolution, prior to any other resolution
process the NANC\'s proposed resolution of the Referred Dispute shall be
submitted to the FCC as a recommendation for FCC review, pursuant to the
FCC\'s procedures set forth at ¶130 of its Second Report and Order
referenced above. The submission of a Referred Dispute to a state
regulatory commission may be made to any appropriate state regulatory
commission in the Northeast Region that the parties to the Referred
Dispute select.

**Article V**

**Meetings of Members**

5.1 [Meetings of Members]{.underline}. The Managers shall be authorized
to call a meeting of the Members from time to time as shall be deemed
necessary.

**Article VI**

**Rights and Duties of, Designation and Election**

**of, and Conduct of Business by Managers**

6.1 [Management]{.underline}. All authority of the Members to act and
participate in the Company shall be vested in the Managers, and Members
may only act through their respective Managers. The business and affairs
of the Company shall be managed by the Manag­ers. The Managers shall in
all cases act collectively as provid­ed in Article VII, and not
individually. Without limiting the generality of the foregoing, no
Manager acting individually shall be the agent of the Company or shall
have authority to bind the Company and no debt shall be contracted or
liability incurred by or on behalf of the Company, except by the
Managers acting collec­tively as provided in Article VII or by one or
more agents or employees of the Company acting pursuant to the authority
granted to them by the Managers.

6.2 [Number, Tenure and Qualifications]{.underline}. The Company shall
have that number of Managers equal to the number of Mem­bers. Managers
shall be selected as provided in Section 6.3. Each Manager shall hold
office until a successor shall have been selected as provided in this
Agreement. Managers need not be residents of the State of New York.

6.3 [Selection and Replacement of Managers]{.underline}.

\(a\) [Selection of Managers; Vacancies]{.underline}. Each Member shall
be entitled to (i) select one Manager and, at the option of each Member,
an alternate Manager to act in the absence of the primary Manager
selected by that Member, and (ii) fill any vacancies resulting from the
removal, resignation or death of any such Manager or alternate Manager.
The selection of a Manager or alternate Manager shall be set forth in a
writing delivered by the Member entitled to select such Manager or
alternate Manager, as the case may be, to the Chairman (or Co-Chairs)
and Secretary.

\(b\) [Removal]{.underline}. A Manager or alternate Manager may be
removed at any time, with or without cause, by the Member that selected
that Manager or alternate Manager, which Member shall give written
notice to the Chairman (or Co-Chairs) and Secretary and to the other
Members. The removal of any Manager or alternate Manager shall take
effect upon the receipt of that notice by the Chairman (or Co-Chairs)
and Secretary, or at such later time as may be specified in the notice.
If a Member ceases to be a Member, the Manager and alternate Manager, if
any, selected by that Member shall be removed, without further action of
the Members or Managers, as of the date the Member ceases to be a
Member.

\(c\) [Resignation]{.underline}. Any Manager or alternate Manager may
resign at any time by giving written notice to the Member that selected
such Manager, which Member shall give written notice to the Chairman (or
Co-Chairs) and Secretary and to the other Members. The resig­na­tion of
any Manager or alternate Manager shall take effect upon receipt of that
notice by the Chairman (or Co-Chairs) or at such later time as shall be
specified in the notice. Unless otherwise specified in the notice,
acceptance of the resignation shall not be necessary to make it
effective.

6.4 [Certain Powers of Managers]{.underline}.

\(a\) Without limiting the generality of Section 6.1, the Managers,
acting collectively in accordance with Article VII, and subject in all
cases to the provisions of Sections 6.5 and 6.6, shall have power and
authority, and shall have the power and authority to authorize the
agents of the Company, on behalf of the Company, to exercise the
following powers in a manner that does not discriminate unreasonably
against any Member or non-Member provider of telecommunications service:

\(i\) to acquire property from any Entity as the Manag­ers may determine.
The fact that a Manager or Member is directly or indirectly affiliated
or connected with any such Entity shall not prohibit the Managers from
dealing with that Entity;

\(ii\) to purchase liability (including, without limita­tion, directors\'
and officers\' liability) and other insur­ance to protect the Company\'s
property and business;

\(iii\) to hold and own any Company real and/or personal proper­ties in
the name of the Company;

\(iv\) to execute on behalf of the Company all instru­ments and
documents, including, without limitation: checks; drafts; notes and
other negotiable instruments; mortgages or deeds of trust; security
agreements; financing statements; documents providing for the
acquisition, mortgage or dispo­sition of the Company property;
assignments; bills of sale; leases; partner­ship agreements; operating
agreements of other limited liability companies; and any other
instruments or documents necessary, in the opinion of the Managers, to
the business of the Company;

\(v\) to designate from time to time the Company\'s independent public
accountants and the location of the Company\'s principal office;

\(vi\) to employ legal counsel, agents, or other experts to perform
services for the Company and to compensate them from Company funds;

\(vii\) to conduct periodic audits of the Prime Vendor and any Entity
contracting with the Prime Vendor that provides goods or services
related to the provision of local number portability in the Northeast
Region;

\(viii\) to enter into any and all other agreements on behalf of the
Company, with any other person for any pur­pose, in such forms as the
Managers may approve; and

\(ix\) to do and perform all other acts as may be neces­sary or
appropri­ate to the conduct of the Company\'s busi­ness.

\(b\) Unless authorized to do so by this Agreement or by the Managers of
the Company, no attorney-in-fact or other agent of the Company shall
have any power or authority to bind the Company or any Member(s) in any
way, to pledge its credit or to render it liable pecuniarily for any
purpose. No Member shall have any power or authority to bind the Company
unless the Member has been autho­rized by the Managers to act as an agent
of the Company in accordance with the previous sentence.

6.5 [Matters Requiring Unanimous Manager Approval]{.underline}. The
Managers may not approve any of the following actions except by the
unanimous vote or unanimous written consent of the Managers:

\(a\) Formation or acquisition of subsidiaries and entering into
partnerships, limited liability company agreements, and joint ventures.

\(b\) Incurrence of (i) any indebtedness (other than trade payables
incurred in the ordinary course of business) or lease, guaranty,
indemnification or suretyship obligations, or (ii) any indebtedness to a
Member or an affiliate of a Member.

\(c\) The approval of (i) the merger or consolidation of the Company
with or into another Entity (other than as described in Section 6.6(b));
(ii) the sale, exchange, or other disposi­tion of all, or substantially
all, of the Company\'s assets which is to occur as part of a single
transac­tion or plan; and (iii) the reorganiza­tion of the Company
pursu­ant to an event of bankruptcy.

\(d\) Payment of a distribution of the Company\'s moneys or other assets
to any Member prior to dissolution and termina­tion of the Company, as
described in Section 10.2.

6.6 [Matters Requiring Two-Thirds Majority Approval of
Managers]{.underline}. The Managers may not approve any of the following
actions except by a two-thirds majority vote or written consents of
two-thirds of the Managers:

\(a\) amendment of this Agreement;

\(b\) merger or consolidation of the Company into any regional or
national corporation, partnership or limited liabili­ty company
performing substantially similar functions; or

\(c\) execution by the Company of a Master Contract with the Prime
Vendor.

6.7 [Other Matters to Be Decided By Majority Vote]{.underline}. Other
than as set forth in Sections 6.4, 6.5, 6.6 and 13.1(b) of this
Agree­ment, all other actions taken by the Manag­ers shall be deter­mined
by a simple majority or by the written consents of a simple majority.

6.8 [Determination of Votes]{.underline}. In determining whether any
action has been duly approved by the Managers in accordance with Article
VI of this Agreement, all references to unanimous, two thirds or simple
majority votes or written consents include only those Managers present
and voting, or whose written consents are duly executed, a quorum being
present, and does not include, for purposes of determining whether or
not an action has been approved, any Manager not present, not voting,
abstaining, or whose written consents are not duly executed.

**Article VII**

**Meetings of Managers; Committees**

7.1 [Managers Committee]{.underline}.

\(a\) [Membership]{.underline}. There shall be a Managers Committee,
comprised of all Managers of the Company. The Managers Committee shall
have and may exercise all of the powers and authority of the Managers in
the business and affairs of the Company. All meet­ings of the Managers
described in this Agreement shall be meet­ings of the Managers Committee.

\(b\) [Chairman]{.underline}. Except as provided in Section 7.1(c),
there shall be a Chairman of the Managers Committee, who shall be
elected by a simple majori­ty of the Managers on an annual basis. The
Chairman, or upon the unavailabil­i­ty of the Chairman, the desig­nate of
the Chair­man, shall conduct and preside at any meeting of the Managers
Commit­tee.

\(c\) [Co-Chairs]{.underline}. In the alternative to Section 7.1(b), the
Managers may select Co-Chairs of the Managers Committee, who shall be
two equal chairmen elected by a simple majority of the Managers on an
annual basis. The Co-Chairs, or upon the unavailability of the
Co‑Chairs, the designate of the Co-Chairs, shall conduct and preside at
any meeting of the Managers Committee.

\(d\) [Secretary]{.underline}. There shall be a Secre­tary of the
Managers Committee, who shall be a Manager selected by the Managers
Committee. The Secretary or the designate of the Secretary shall keep
and distribute detailed minutes of any meeting of the Managers
Committee.

7.2 [Regular Meetings]{.underline}. Regular meetings of the Managers
Committee for the transaction of any business may be held on such
schedule and at such places as may be determined in advance by the
Managers, provided that all Managers are given reasonable notice of the
schedule for such meetings. In the event one of the matters referred to
in Section 6.5 will be considered at a regular Managers Committee
meeting, reasonable written (including by facsimile transmission) notice
thereof shall be given to each Manager not less than ten business days
prior to the meeting.

7.3 [Special Meetings]{.underline}. Special Managers Committee meetings
of the Managers may be held at any time and place upon call by the
Chairman (or Co-Chairs) or any one Manager. Reasonable written
(including by facsimile transmission) notice thereof, which notice shall
include an agenda, shall be given by the individual or individuals
calling the meeting.

7.4 [Telephonic Meetings Permitted]{.underline}. The Managers may
participate in a Managers Committee meeting by conference tele­phone or
similar communications equipment by means of which all individu­als
participating in the meeting can hear each other, and such participation
shall constitute presence in person at such meeting.

7.5 [Quorum and Actions of Managers]{.underline}.

\(a\) At all Managers Committee meetings, a simple majority of the
Managers shall constitute a quorum for the transaction of business.
Provided that a quorum is present, and except as otherwise provided in
this Agreement, the act of a simple majori­ty of Managers shall be the
act of the Managers.

\(b\) Notwithstanding the provisions in Section 7.5(a), when ratifying
the award of the Master Contract to the Prime Vendor pursuant to the
authority set forth in Section 3.1(c), the act of a simple majority of
all Managers whose respective Members (and affiliates of those Members,
as defined in Section 4.1(b)) have no direct material financial interest
in the Master Contract (\"Disin­terested Managers\") shall be the act of
the Managers, even if the Disinterested Managers constitute less than a
quorum.

7.6 [Compensation; Reimbursement of Expenses]{.underline}. No
compensa­tion shall be paid by the Company to any Manager. However, the
Managers may be reimbursed for any expenses reason­ably incurred by them
in conjunction with the business and affairs of the Company.

7.7 [Action of Managers Without Meeting]{.underline}. Unless otherwise
restricted by this Agreement, any action required or permitted to be
taken at any Managers Committee meeting may be taken without a Managers
Committee meeting if all the Managers consent thereto in writing and the
writing or writings are filed with the minutes of proceedings of the
Managers Committee.

7.8 [Advisory Committees]{.underline}.

\(a\) [Responsibilities]{.underline}. There shall be the following
advisory committees, each such committee to advise the Steering
Committee on matters assigned to it by the Managers and to consist of
such number of individuals as may be determined from time to time by the
Managers:

\(i\) [Cost Recovery Committee]{.underline};

\(ii\) [Legal Committee]{.underline};

\(iii\) [Network Implementation and Planning Committee]{.underline};

\(iv\) [RFP Drafting Committee]{.underline};

\(v\) [Finance Committee;]{.underline} and

\(vi\) [Interim Number Pooling Administrator Committee.]{.underline}

\(b\) [Membership]{.underline}. The Managers shall select the members of
each advisory committee. Such members may include Managers, persons who
are not Managers, or persons who are not employed by or affiliated with
any Member, [provided]{.underline}, [however]{.underline}, that no
member of any advisory committee may be a representative or agent for
any corpora­tion or other entity that (i) meets the eligibility criteria
for Members set forth in Section 12.1 and (ii) refuses to become a
Member as provided in Section 12.2. The Managers may, at any time,
remove any member of any advisory committee with or without cause and
may designate one or more individuals as alternate members of any
advisory committee, who may replace any absent or disquali­fied committee
member at any meeting of the advisory committee. The Managers shall
designate an individual to serve as the chair of each of the advisory
committees, in each case to preside at all meetings of the respective
advisory committees. Each advisory committee also may appoint a
secretary (who need not be a member of the commit­tee), who shall keep
its records and who shall hold office at the pleasure of the chair of
such committee.

\(c\) [User Advisory Committee]{.underline}. There shall be a perma­nent
standing User Advisory Committee which shall be an Advisory Committee
within the meaning of the term as it is used in this Agreement. The
following entities shall be eligible for member­ship: (1) a Member or (2)
a non-Member that either (i) intends to provide facilities based
wireline or wireless telecommunications services within the Northeast
Region and intends in connection with such services to port numbers, or
(ii) purchases goods or services from the Prime Vendor made available in
connection with the Prime Vendor\'s operation of the System, including,
but not limited to interexchange carriers, or (iii) is engaged in a
business which is materially affected by the System or its operation and
gives written notice to the Secretary of the Company of the Member or
non-Member\'s desire to serve on the committee. The Members shall, by
majority vote, designate the initial chairperson of the User Advisory
Commit­tee.

\(d\) [Other Advisory Committees]{.underline}. The Managers may
designate one or more other advisory committees, each such other
advisory committee to consist of one or more individuals, who may or may
not be Managers. The Managers may, at any time, remove any member of any
other advisory committee with or without cause and may designate one or
more individuals as alternate members of any other advisory committee,
who may replace any absent or disquali­fied member at any meeting of the
other advisory commit­tee. The Managers shall designate a chair of any
other advisory committee, who shall preside at all meetings, and who may
also appoint a secretary (who need not be a member of the committee),
who shall keep its records and shall hold office at the pleasure of the
chair.

\(e\) [Telephonic Meeting Permitted]{.underline}. The advisory committee
members may participate in an advisory committee meeting by conference
telephone or similar communications equip­ment by means of which all
individuals participating in the meeting can hear each other, and such
participation shall consti­tute presence in person at such meeting.

\(f\) [Regular Meetings]{.underline}. Regular meetings of advisory
commit­tees may be held on such schedule and at such places as the
advisory committee may from time to time determine in advance,
[provided]{.underline} that all advisory committee members are given
reasonable advance notice of the schedule for such regular meetings.

\(g\) [Special Meetings]{.underline}. Special meetings of advisory
commit­tees may be held upon not less than two business days\' notice of
the time, place and purposes thereof. Until otherwise ordered by the
advisory committee, special meetings shall be held at such time and
place as determined by the chair.

\(h\) [Actions at Regular and Special Advisory Committee Meetings;
Minutes; Actions Without a Meeting]{.underline}. At any regular or
special meeting any advisory committee may exercise any or all of its
powers, and any business which shall come before any regular or special
meeting may be transacted thereat, provided a simple majority of the
advisory committee is present. Unless this Agreement requires the
affirmative vote of more than a simple majority of all the members of
the advisory committee with respect to an action, the affirmative vote
of a simple majority of all of the members of the advisory committee
shall be neces­sary to take any action. Each advisory committee shall
keep regular minutes of its proceedings and distribute a copy thereof to
each of the Managers and the Chairman (or Co-Chairs) and Secretary after
each meeting. Any authorized action by an advisory committee may be
taken without a meeting if all the members of that advisory committee
consent thereto in writing and the writing or writings are filed with
the minutes of the proceedings of that advisory committee.

7.9 [Authority of Advisory Committees]{.underline}. Unless autho­rized to
do so by this Agreement or by the Managers, (1) no advisory committee
(including, without limitation, the User Advisory Committee) shall have
any power or authority to bind the Company in any way or to render the
Company liable in any way, (2) the authority of each advisory committee
shall be limited to making recommendations to the Managers Committee as
to matters assigned by the Managers and (3) none of the advisory
committees (including, without limitation, the User Advisory Committee)
shall have any other authority, responsibility or role in connec­tion
with the management, operation or governance of the Company whatsoever.

7.10 [Attendance]{.underline}. The Managers shall have the authori­ty to
impose reasonable sanctions against any person serving as Manager,
Alternate Manager or advisory committee member for repeated
nonattendance at Steering Committee or advisory commit­tee meetings.

7.11 [Public Meetings]{.underline}. All meetings of the Managers
Committee and any advisory committee shall be open to non-Members and
members of the public. However, non‑Members and members of the public
have no voting rights during, nor any right to notice of time and place
of, any meeting of the Managers Committee or any advisory commit­tee. The
Managers reserve the right (i) to exclude non-Members and members of the
public from attending part or all of any meeting of the Managers
Committee or any advisory committee and (ii) to exclude members of any
advisory committee (including, without limitation, the User Advisory
Committee) from attending part or all of any meeting of the Managers
Commit­tee, in each case to the extent deemed necessary or advisable by
the Manag­ers for any reason deemed appro­priate by the Managers in good
faith, including without limitation, in order to preserve or protect
confidential and/or proprietary informa­tion of the Company or its
vendors.

**Article VIII**

**Duties and Limitation of Liability of Managers, Members**

**and Persons Serving on Advisory Committees; Indemnification**

8.1 [Duties of Managers; Limitation of Liability]{.underline}. The
Managers shall perform their duties in good faith, in a manner they
reasonably believe to be in the best interests of the Company, and with
such care as an ordinarily prudent person in a like position would use
under similar circumstances. A Manager who so performs the duties of
Manager shall not have any liabili­ty to the Company or any other Member
by reason of being or having been a Manager. A Manager shall not be
liable to the Company or to any Member for any loss or damage sustained
by the Company or any Member, unless the loss or damage shall have been
the result of fraud, deceit, gross negligence, willful miscon­duct, or a
wrongful taking by the Manager.

8.2 [Managers Have No Exclusive Duty to Company]{.underline}. The
Managers, each of whom shall be employees or authorized represen­ta­tives
of the Members, shall not be required to manage the Company as their
sole and exclusive function and they, and the Members that selected such
Managers, may have other business interests and may engage in other
investments or activities in addition to those relating to the Company.
Neither the Company nor any Member shall have any right, by virtue of
this Agreement, to share or partici­pate in such other business
interests, invest­ments or activities of a Manager or the income or
proceeds derived therefrom. No Manager shall incur liability to the
Company or to any Member solely by reason of engaging in any such other
business, investment or activity. Nothing in this Agree­ment shall affect
the obligations and liabilities of a Manager to the Member that selected
such Manager.

8.3 [Protection of Members and Managers.]{.underline}

\(a\) As used in this Section 8.3, the term \"Protected Party\" refers
to the Members and Managers of the Company.

\(b\) To the extent that, at law or in equity, a Pro­tected Party has
duties (including fiduciary duties) and liabili­ties relating thereto to
the Company or to any other Protected Party, a Protected Party acting
under this Agreement shall not be liable to the Company or to any other
Protected Party for its good faith reliance on the provisions of this
Agreement, the records of the Company, and such information, opinions,
reports or statements presented to the Company by any person as to
matters the Protected Party reasonably believes are within such other
person\'s profes­sional or expert competence and who has been selected
with reasonable care by or on behalf of the Company, including
informa­tion, opinions, reports or statements as to the value and amount
of the assets, liabilities, profits or losses of the Company or any
other fact pertinent to the existence and amount of assets from which
distributions to Members might properly be paid. The provisions of this
Agreement, to the extent that they restrict the duties and liabilities
of a Pro­tected Party to the Company or to any other Protected Party
otherwise existing at law or in equity, are agreed by the parties hereto
to replace such other duties and liabilities of such Protected Party.

\(c\) Whenever in this Agreement a Protected Party is permitted or
required to make a decision (i) in its \"discretion\" or under a grant
of similar authority or latitude, the Protected Party shall be entitled
to consider only such interests and factors as it desires, including its
own interests, and shall have no duty or obligation to give any
consideration to any interest of or factors affecting the Company or any
other Entity, or (ii) in its \"good faith\" or under another express
standard, the Protected Party shall act under such express standard and
shall not be subject to any other or different standard imposed by this
Agreement or other applicable law.

8.4 [Indemnification and Insurance]{.underline}.

\(a\) [Right to Indemnification]{.underline}. Each person who was or is
made a party or is threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil, criminal, adminis­trative
or investigative or otherwise and whether formal or informal
(hereinafter a \"proceeding\"), by reason of the fact that he or she, or
a person of whom he or she is the legal representa­tive, is or was a
Manager or agent of the Company or is or was serving at the request of
the Company as a manager, director, officer, employee or agent of
another limited liability company, corporation, partnership, joint
venture, trust or other enterprise, whether the basis of such proceeding
is alleged action in an official capacity as a Manager or agent or in
any other capacity while serving as such a Manager or agent of the
Company, shall be indemnified and held harmless by the Company,
provided, however, that there shall be no indemnifica­tion of any such
person as to matters in respect of which it shall be adjudged in such
proceeding that:

\(1\) such act or omission of such person was material to the matter
giving rise to the proceeding and (i) was committed in bad faith, or
(ii) was the result of active and deliberate dishonesty;

\(2\) such person personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled; or

\(3\) in the case of any criminal proceeding, such person had reasonable
cause to believe that the act or omission was unlawful.

\(b\) [Advancement of Expenses]{.underline}. Expenses (including
attorneys\' fees) incurred by an indemnified person in defending any
proceeding shall be paid in advance of the proceeding\'s final
disposition upon receipt of an undertaking by such person to repay the
amount so advanced if the person is ultimately found not to be entitled
to indemnification under Section 8.4(a).

\(c\) [Non-Exclusivity of Rights]{.underline}. The right to
indemni­fi­cation and the advancement of expenses conferred in this
Section 8.4 shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of this
Agreement, contract, agreement, vote of Managers or otherwise. The
Managers are expressly authorized to adopt and enter into
indemni­fication agreements for Members, Managers and advisory committee
members.

\(d\) [Insurance]{.underline}. The Managers may cause the Company to
purchase and maintain insurance for the Company or its Members on behalf
of any person who is or was or has agreed to become a Manager, advisory
committee member or agent of the Company or is or was serving at the
request of the Company as a manager, director, officer, employee or
agent of another limited liability company, corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against such person and incurred in any such capacity or arising out of
such status, whether or not the Company would have the power to
indemnify such person.

\(e\) [Effect of Amendment]{.underline}. No amendment, repeal or
modifica­tion of this Section 8.4 shall adversely affect any rights
hereunder with respect to any act or omission occurring prior to the
date when such amendment, repeal or modification became effective.

8.5 [Duties of Persons Serving on Advisory Committees; Limitation of
Liability; Indemnification]{.underline}. Persons serving on any advisory
committee, whether or not a Manager, shall perform their duties in good
faith, in a manner they reasonably believe to be in the best interests
of the Company, and with such care as an ordinarily prudent person in a
like position would use under similar circum­stances. A person serving on
an advisory committee who so performs shall not have any liability to
the Company or to any Member and shall be entitled to indemnification
and insurance in the manner provided for Managers in this Article VIII.
A person serving on an advisory committee shall not be liable to the
Company or to any Member for any loss or damage sustained by the Company
or any Member, unless the loss or damage was the result of fraud,
deceit, gross negligence, willful misconduct, or a wrongful taking by
such person.

**Article IX**

**Contributions to the Company;**

**Assessments for Administrative Expenses; and Capital Accounts**

9.1 [Capital Contributions]{.underline}.

\(a\) Each Member shall make an initial Capital Contri­bu­tion to the
Company of cash within 30 days of its admission to the Company in an
amount equal to \$10,000 (within 30 days of its admission to the
Company, a Member may also be required to pay other moneys as described
in Section 9.2(e)). The Members specifically reserve the right to decide
whether to impose (and the majority vote necessary to impose) an initial
Capital Contri­bution upon a Member that rejoins the Company after
previously joining the Company as a Member, paying the initial Capital
Contribution, and then withdrawing from the Company.

\(b\) Other than the initial Capital Contributions of the Members
pursuant to Section 9.1(a), no Member shall have any obligation to make
any further Capital Contributions or to lend any funds to the Company;
*provided, however*, that the foregoing shall not be construed to limit
the obligation of any Member to pay its share of assessments made under
Section 9.2.

9.2 [Assessments for Administrative Expenses]{.underline}.

\(a\) As used in this Article IX, the term \"Adminis­trative Expenses\"
shall mean those expenses incurred by the Company in the ordinary course
of its operations, including but not limited to expenses incurred for
insurance, bank accounts and banking services, resident agents of the
Company, professional services, postage, letterhead, office supplies,
and materials and services related to the issuance of any request for
proposals.

\(b\) Each Member shall be obligated to pay in cash to the Company from
time to time of its proportionate share of all assessments for
Administrative Expenses of the Company. Assess­ments for Adminis­trative
Expenses under this Section 9.2 shall be subject to the following terms
and conditions:

\(1\) Assessments may be made only for funds required by the Company to
pay Administrative Expenses actually paid or incurred by the Company or
reasonably anticipated to be due and payable by the Company within 90
days of the date on which the capital call is made.

\(2\) Assessments for Administrative Expenses may be made only for
amounts approved by a simple majority vote of the Manag­ers.

\(3\) Assessments under this Section 9.2 shall be made no more
frequently than once per calendar month.

\(4\) Assessments under this Section 9.2 shall not be consid­ered Capital
Contributions to the Company and a Member\'s Capital Account shall not
be credited with the amount of any assessments paid by it to the Company
hereun­der.

\(c\) Assessments for Administrative Expenses under this Section 9.2
shall be made by the Chairman or Secretary by deliv­ery of written notice
(an \"Assessment Notice\") to each Member describ­ing (i) the total
amount then being assessed to the Members for Administrative Expenses,
(ii) the uses and applica­tions of the assessments, (iii) that Member\'s
proportionate share of the total assessment then being made, and (iv)
the date the assessment is required to be paid by the Members, which
date shall not be less than 30 days after the Assessment Notice has been
given.

\(d\) For the purposes of this Agreement, each Member\'s \"propor­tionate
share\" of assessments for Administrative Expenses shall mean such
Member\'s share of such assessments for Adminis­trative Expenses when
divided equally among all Members.

\(e\) Each Member admitted after the date of this Agreement will be
responsible to pay to the Company upon its admission its proportionate
share of Administrative Expenses (includ­ing, without limitation, an
amount equal to the propor­tionate share of prior assess­ments for
Administrative Expenses collected from each Member, as determined by the
Managers) subject to adjust­ment at any time agreed upon by the Manag­ers.

9.3 [Capital Accounts]{.underline}. An individual capital account (the
\"Capital Account\") shall be maintained for each Member. The Capital
Account of a Member shall consist of its initial Capital Contribution
and shall be *increased by* (i) the amount of any additional Capital
Contributions and (ii) the amount of all net profits (and any item
thereof) allocated to such Member, and *decreased by* (iii) the amount
of all distributions to such Member and (iv) the amount of all net
losses (and any item thereof) allocated to such Member. The Capital
Accounts shall be deter­mined, maintained and adjusted in accordance with
Section 704(b) of the IRC and the Treasury Regulations there­under.

9.4 [General Rules Relating to Capital of the Company]{.underline}.

\(a\) No Member shall be personally liable for the return of the Capital
Contributions of the Members, or any portion thereof, it being expressly
understood that such return of contributions, if any, shall be made
solely from Company assets.

\(b\) No Member shall have the right to withdraw or receive any return
of its Capital Contributions, provided, however, that any Member that
becomes a Member prior to receiving approval of the appropriate
Commission shall, if such Commission shall subsequently refuse to
endorse this Agreement, be entitled to receive a return of its Capital
Contribution (without interest). No Member shall have any right to
demand or receive property (in return of its Capital Contribu­tions).

**Article X**

**Allocations, Income Tax, Distributions, Elections,**

**Books and Records and Returns**

10.1 [Allocation of Profits and Losses.]{.underline}

\(a\) Net profits or net losses of the Company, as the case may be,
shall be determined for each fiscal year of the Company in accordance
with generally accepted accounting princi­ples as from time to time in
effect. Net profits for each fiscal year shall be allocated equally
among the Members. Net losses for each fiscal year shall be allocated
among the Members pro rata in accordance with the positive balances in
their respective Capital Accounts.

\(b\) Except as may be otherwise required under the IRC or the Treasury
Regulations thereunder, all items of income, gain, and loss (and items
thereof) for income tax purpos­es shall be allocated among the Members in
the same propor­tions as net profits and net losses were allocated to the
Members hereunder.

10.2 [Distributions Prior to Dissolution and Termina­tion]{.underline}.
Prior to the dissolution and termination of the Company, no
distributions shall be made by the Company to the Members without the
unanimous consent of the Managers. Any distributions under this Section
10.2 shall be made equally to the Members.

10.3 [Books, Records and Reports]{.underline}**.**

\(a\) The books and records of the Company shall be maintained by the
Secretary and shall be available for examina­tion by any Member, or its
duly-authorized representatives, during regular business hours.

\(b\) The Chairman shall cause the Company to furnish to the Members
within ninety (90) days of the end of each fiscal year (i) a complete
accounting of the affairs of the Company, and (ii) appropriate
information to be used by the Members for reporting their respective
shares of the profits and losses of the Company for income tax purposes.
The cost of such financial and tax reports shall be an expense of the
Company.

10.4 [Fiscal Year; Methods of Accounting]{.underline}. The fiscal year
of the Company and the method of accounting to be used in keeping the
books of the Company shall be determined by the Steering Committee in
accordance with applicable law.

10.5 [Tax Elections]{.underline}. All tax elections required or
permitted to be made by the Company shall be made by the Steering
Committee.

**Article XI**

**Transferability and Withdrawal**

11.1 [Restrictions on Transferability]{.underline}. No Member shall
sell, give, pledge, encumber, assign, transfer or otherwise dispose of,
voluntarily or involuntarily or by operation of law (hereinaf­ter
referred to as \"Transfer\"), all or any portion of its Member­ship
Interest without the prior consent of a simple majority of the
non-transferring Members, which consent may be withheld or granted in
the sole discretion of such Members. Any attempted Transfer in
contraven­tion of any of the provisions of this Agreement shall be void
*ab initio* and shall not bind or be recognized by the Company or the
other Members.

11.2 [Voluntary Withdrawal]{.underline}. Any Member may, at any time and
for any reason, withdraw from the Company as a Member upon 90 days\'
prior written notice to such effect delivered to the Company and each
other Member, [provided]{.underline}, [however]{.underline}, that no
Member shall have any right to receive any return of its Capital
Contributions or any positive balance in its Capital Account upon any
such voluntary withdrawal.

11.3 [Involuntary Withdrawal]{.underline}. Any Member shall cease to be
a Member of the Company upon the occurrence of any of the following
events:

\(a\) such Member makes an assignment for the benefit of creditors,
files a voluntary petition in bankruptcy, is adjudged bankrupt or
insolvent or seeks, consents to or acquiesces in the appointment of a
trustee for, or the liqui­dation of, such Member; or

\(b\) such Member is removed as a Member by vote of a two-thirds
majority of the Managers (excluding from such vote the Manager appointed
by such Member) following the failure of such Member to perform its
obligations under this Agreement after thirty days\' written notice from
the Compa­ny.

**Article XII**

**Membership**

12.1 [Admission to Membership]{.underline}. From the date of the
formation of the Company, membership in the Company will be limited to:
(a) all carriers certificated by the Commission to provide local
exchange telecommunications service in the Northeast Region that express
an intent to port numbers in the Northeast Region when Perma­nent Local
Number Portabili­ty is available or within six months thereafter; (b)
other telecommunications carriers that have filed applications for
certification to provide local exchange telecom­munications service in
the Northeast Region and that express to the Company an intent to port
numbers in the Northeast Region within six months of the date of such
carrier\'s application to become a Member of the Company; (c) any CMRS
provider that provides to the Company written certification that it has
been ordered by the FCC to commence porting numbers in the Northeast
Region by a date certain and that it will commence porting numbers in
accordance with the timetable established by the FCC, or (d) any
association of entities, provided that: (i) at least 50% of the
association\'s members are wireline or wireless carriers that are
certified or authorized to provide local exchange telecommunications
service in any state within the United States, and (ii) no more than 50%
of the voting members of the association are also Members of the
Company. The Managers reserve the right to modify this membership
criteria from time to time as appropri­ate.

12.2 [Membership Requirements]{.underline}. To become a Member of the
Company and thereby obtain a Membership Interest in the Company, an
Entity must: (1) demonstrate to the Managers that it meets the
admissions criteria in Section 12.1, (2) execute this Agreement or a
written counterpart to this Agreement, and (3) contribute its initial
Capital Contribution and pay its propor­tionate share of prior
assessments of Administrative Expenses, as determined by the Managers.
Failure to satisfy the aforemen­tioned requirements will result in denial
of membership or revocation of membership which shall be implemented by
the Managers any time after 30 days written notice has been provided to
the Member. To maintain status as a Member of the Company and to
maintain a Membership Interest in the Company, a Member must comply with
all terms and conditions of this Agreement, including (without
limitation) paying its proportionate share of assess­ments made under
Section 9.2, and any failure to so comply will result in revocation of
membership which shall be implemented by the Managers any time after 30
days written notice has been provided to the Member.

**Article XIII**

**Dissolution and Termination**

13.1 [Dissolution]{.underline}. The Company shall be dissolved and its
affairs wound up upon the first to occur of the following events:

\(a\) the latest date on which the Company is to dis­solve, if any, as
set forth in this Agreement; or

\(b\) by the written consent of at least two-thirds in interest of the
Members; or

\(c\) the bankruptcy, dissolution, removal or with­drawal of any Member
or the occur­rence of any other event that termi­nates the continued
membership of any Member, unless within one hundred eighty (180) days
after such event the Company is contin­ued by the vote or written consent
of a majority in inter­est of all of the remaining Mem­bers.

13.2 [Winding Up, Liquidation, and Distribution of Assets]{.underline}.
Upon dissolution, an accounting shall be made by the Company\'s
independent accountants of the accounts of the Company and of the
Company\'s assets, liabilities, and operations, from the date of the
last previous accounting until the date of dissolution. The Managers
shall immediately proceed to wind up the affairs of the Company. If the
Company is dissolved and its affairs are to be wound up, the Managers
shall:

\(a\) sell or otherwise liquidate all of the Company\'s assets as
promptly as practicable (except to the extent the Managers may determine
to distribute any assets to the Members in kind);

\(b\) allocate any profit or loss resulting from such sales to the
Members\' Capital Accounts;

\(c\) discharge all liabilities of the Company, includ­ing liabili­ties to
Members who are creditors, to the extent otherwise permitted by law,
other than liabilities to Members for distribu­tions, and establish such
reserves as may be reasonably necessary to provide for contingencies or
liabilities of the Company (for purposes of determining the Capital
Accounts of the Members, the amounts of such reserves shall be deemed to
be an expense of the Company);

\(d\) distribute the remaining assets in the following order:

\(i\) If any assets of the Company are to be distrib­ut­ed in kind, the
net fair market value of those assets as of the date of dissolution
shall be determined by independent appraisal or by agreement of the
Members. Those assets shall be deemed to have been sold as of the date
of dissolu­tion for their fair market value, and the Capital Accounts of
the Members shall be adjusted pursuant to the provisions of Article X
and Section 9.3 of this Agreement to reflect such deemed sale.

\(ii\) Distributions shall be made according to the positive balance(s)
(if any) of the Members\' Capital Ac­counts (as determined after taking
into account all Capital Account adjustments for the Company\'s taxable
year during which the liquidation occurs), either in cash or in kind, as
determined by the Managers, with any assets distributed in kind being
valued for this purpose at their fair market value as deter­mined
pursuant to Section 13.2(d)(i).

\(e\) provide that notwithstanding anything to the contrary in this
Agreement, upon the dissolution and termination of the Company, no
Member shall have any obligation to make a Capital Contribution to
restore a negative balance in the Member\'s Capital Account, and the
negative balance of the Member\'s Capital Account shall not be
considered a debt owed by the Member to the Company or to any other
Entity for any purpose whatsoever;

\(f\) terminate the Company for tax purposes upon completion of the
winding up, liquidation, and distribution of the assets; and

\(g\) comply with any applicable requirements of appli­ca­ble law
pertain­ing to the winding up of the affairs of the Company and the final
distribution of its assets.

13.3 [Articles of Dissolution]{.underline}. Within ninety days following
the dissolution and the commencement of winding up of the Company, or at
any other time when there are no Members of the Company, Articles of
Dissolution shall be filed with the New York Depart­ment of State in
accordance with Section 705 of the New York Law. Upon the filing of the
Articles of Dissolution, the exis­tence of the Company shall cease,
except for the purpose of suits, other proceedings, and appropriate
action as provided in the New York Law. The Managers shall have
authority to distrib­ute any Company property discov­ered after
dissolution, convey real estate, and take such other action as may be
neces­sary on behalf of and in the name of the Company.

13.4 [Return of Contribution - Nonrecourse to Other
Members]{.underline}. Except as provided by law or as otherwise
expressly provided in this Agreement, upon dissolution, each Member
shall look solely to the assets of the Company for the return of its
Capital Contribu­tion or Capital Account. Except as provided by law or as
otherwise expressly provided in this Agreement, if the Company property
remaining after the payment or discharge of the debts and liabili­ties of
the Company is insufficient to return the cash contribution or Capital
Account of one or more Members, the Members shall have no recourse
against any other Member.

**Article XIV**

**Miscellaneous Provisions**

14.1 [Further Assurances]{.underline}. At any time and from time to time
after the date of this Agreement, each Member will, upon the reasonable
request of another Member, perform, execute, acknowl­edge and deliver all
such further acts, deeds, assignments, transfers, conveyances, powers of
attorney and assurances as may be reasonably required to effect or
evidence the transactions contemplated hereby or to comply with any
laws, rules or regula­tions.

14.2 [Notices]{.underline}. All necessary notices, demands and requests
required or permitted to be given hereunder shall be in writing and
addressed as set forth in Exhibit A. Notices shall be delivered by a
recognized courier service or by facsimile transmis­sion and shall be
effective upon receipt, *provided* that notices shall be presumed to
have been received:

\(a\) if given by courier service, on the second busi­ness day following
delivery of the notice to a recognized courier service before the
deadline for delivery on or before the second business day following
delivery to such service, delivery costs prepaid, addressed as
aforesaid; and

\(b\) if given by facsimile transmission, on the next business day,
*provided* that the facsimile transmission is con­firmed by answer back,
written evidence of electronic confirma­tion of delivery, or verbal or
written acknowledgment of receipt thereof by the addressee. From time to
time any party may designate a new address or facsimile number for the
purpose of notice hereunder by notice to the other parties in accordance
with the provisions of this Section 14.2.

14.3 [Application of New York Law]{.underline}. This Agreement, and the
application and interpretation hereof, shall be governed exclusive­ly by
its terms and by the laws of the State of New York, and specifically the
New York Law.

14.4 [Entire Agreement]{.underline}. This Agreement constitutes the
entire agreement of the Members relating to the subject matter hereof
and supersedes all prior contracts or agreements, whether oral or
written, relating to the subject matter hereof. There are no
representations, agreements, arrangements or understand­ings, oral or
written, between or among the Members relating to the subject matter of
this Agreement which are not fully ex­pressed in this Agreement.

14.5 [Amendment]{.underline}. Neither this Agreement nor any of the
terms hereof may be terminated, amended, supplemented or modified
orally, but only by an instrument in writing executed by a two-thirds
majority of Managers.

14.6 [Effect of Waiver of Consent]{.underline}. No waiver or consent,
express or implied, by the Company or any Member to or of any breach or
default by the Company or any Member in the perfor­mance by the Company
or such Member of its obligations hereunder shall be deemed or construed
to be a consent or waiver to or of any other breach or default in the
performance by the Company or such Member of the same or any other
obligations of the Company or such Member hereunder. No single or
partial exercise of any right or power, or any abandonment or
discontinu­ance of steps to enforce any right or power, shall preclude
any other or further exercise thereof or the exercise of any other right
or power. Failure on the part of the Company or a Member to complain of
any act of the Company or any Member or to declare the Company or any
Member in default, irrespective of how long such failure continues,
shall not constitute a waiver by the Company or such Member of its
rights hereunder until the applica­ble statute of limitation period has
run.

14.7 [Facsimiles]{.underline}. For purposes of this Agreement, any copy,
facsimile, telecommuni­cation or other reliable reproduction of a
writing, transmission or signature may be substituted or used in lieu of
the original writing, transmission or signature for any and all purposes
for which the original writing, trans­mission or signature could be used,
provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original
writing, transmis­sion or signature, as the case may be.

14.8 [Limitation on Rights of Others]{.underline}. Nothing in this
Agreement, whether express or implied, shall be construed to give any
person (other than the Members hereto and their respective legal
representatives, permitted successors and assigns and as expressly
provided herein) any legal or equitable right, remedy or claim under or
in respect of this Agreement or any covenants, conditions or provisions
contained herein, as a third party beneficiary or otherwise. Without
limiting the generality of the foregoing, none of the provisions of this
Agreement shall be for the benefit of, or enforceable by, any creditors
of the Company or any other person. Except and only to the extent
provided by applicable statute, no such creditor or other third party
shall have any rights under this Agreement or any agreement between the
Company and any Member with respect to any Capital Contribution or
otherwise.

14.9 [Rights and Remedies Cumulative]{.underline}. The rights and
remedies provided by this Agreement are cumulative and use of any one
right or remedy by any Member shall not preclude or waive the right to
use any or all other remedies. Said rights and remedies are given in
addition to any other rights the Members may have by law, statute,
ordinance, or otherwise.

14.10 [Successors and Assigns]{.underline}. Each and all of the
cove­nants, terms, provisions, and agreements contained in this Agreement
shall be binding upon and inure to the benefit of the Members hereto
and, to the extent permitted by this Agreement, their respective
successors and assigns.

14.11 [Dispute Resolution and Arbitration]{.underline}. In the event
that any dispute arises between one or more Members and the Company,
pertaining to the subject matter of this Agreement and the parties to
the dispute are unable to resolve such dispute within a reasonable time
through negotiations, such dispute may be resolved as stated in Section
4.7. If such dispute is not eligible for resolution pursuant to the
criteria set forth in Section 4.7, then such dispute shall be resolved
by a simple majority vote of the Managers.

14.12 [Investment Representations]{.underline}. The parties to this
Agreement agree as follows with respect to investment representa­tions:

\(a\) The undersigned Members understand:

\(1\) that the Membership Interests evidenced by this Agreement have not
been registered under the Securities Act of 1933, 15 U.S.C. §77a *et
seq.*, the New York Securities Act or any other state securities laws
(the \"Securities Acts\") because the Company is issuing these
Membership Interests in reliance upon the exemptions from the
registration require­ments of the Securities Acts providing for issuance
of securities not involving a public offering;

\(2\) that the Company has relied upon the fact that a Membership
Interest is to be held by each Member for invest­ment; and

\(3\) that exemption from registration under the Securi­ties Acts would
not be available if a Membership Interest was acquired by a Member with
a view to distribution.

\(b\) Accordingly, each Member hereby confirms to the Company that the
Member is acquiring the Membership Interest for the Member\'s own
account, for investment and not with a view to resale or distribution.

\(1\) In addition to the other restrictions set forth herein, each
Member agrees not to transfer, sell or offer for sale any portion of its
Membership Interest unless there is an effective registration or other
qualification relating thereto under the Securities Act of 1933 and
under any applicable state securities laws or unless the holder of the
Membership Interest delivers to the Company an opinion of counsel,
satisfactory to the Company, that the registration or other
qualification under the Securities Act of 1933 and applicable state
securities laws is not required in connec­tion with the transfer, offer
or sale.

\(2\) Each Member understands that the Company is under no obligation to
register the Membership Interests or to assist the Member in complying
with any exemption from registration under the Securities Acts if the
Member should at a later date wish to dispose of its Membership
Interest.

\(3\) Furthermore, each Member realizes that the Member­ship Interests
are unlikely to qualify for disposition under Rule 144, 17 C.F.R.
§230.144, of the Securities and Exchange Commission unless the Member is
not an \"affiliate\" (as defined in the Securities Act of 1933) of the
Company and the Member­ship Interest has been beneficially owned and
fully paid for by the Member for at least three years.

\(c\) Before acquiring a Membership Interest, each Member has
investigated the Company and its business and has made available to each
Member all information necessary for the Member to make an informed
decision to acquire the Membership Interest. Each Member considers
itself to be an Entity possessing experi­ence and sophistication as an
investor adequate for the evalua­tion of the merits and risks of the
Member\'s investment in the Membership Interest.

14.13 [Counterparts]{.underline}. This Agreement may be executed in any
number of counterparts with the same effect as if all signa­tory parties
had signed the same document. All counter­parts shall be construed
together and shall constitute one and the same instru­ment.

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to
be duly executed and delivered in its name and on its behalf, all as of
the day and year first above written.

NAME OF COMPANY: AT&T COMMUNICATIONS OF NEW YORK, INC.

BY:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_(Signature)

Name:

Title:

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to
be duly executed and delivered in its name and on its behalf, all as of
the day and year first above written.

NAME OF COMPANY: CABLEVISION LIGHTPATH, INC.

BY:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_(Signature)

Name:

Title:

IN WITNESS WHEREOF, each of the under­signed has caused this Agreement to
be duly executed and deliv­ered in its name and on its behalf, all as of
the day and year first above written.

NAME OF COMPANY: MCIMETRO ACCESS TRANSMISSION SERVICES, INC.

BY:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_(Signature)

Name:

Title:

IN WITNESS WHEREOF, each of the under­signed has caused this Agreement to
be duly executed and delivered in its name and on its behalf, all as of
the day and year first above written.

NAME OF COMPANY: MFS INTELENET OF NEW YORK, INC.

BY:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_(Signature)

Name:

Title:

IN WITNESS WHEREOF, each of the under­signed has caused this Agreement to
be duly executed and deliv­ered in its name and on its behalf, all as of
the day and year first above written.

NAME OF COMPANY: NEW YORK TELEPHONE

BY:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_(Signature)

Name:

Title:

IN WITNESS WHEREOF, each of the under­signed has caused this Agreement to
be duly executed and deliv­ered in its name and on its behalf, all as of
the day and year first above written.

NAME OF COMPANY: ROCHESTER TELEPHONE CORP.

BY:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_(Signature)

Name:

Title:

IN WITNESS WHEREOF, each of the under­signed has caused this Agreement to
be duly executed and delivered in its name and on its behalf, all as of
the day and year first above written.

NAME OF COMPANY: TCG, INC.

BY:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_(Signature)

Name:

Title:

IN WITNESS WHEREOF, each of the under­signed has caused this Agreement to
be duly executed and delivered in its name and on its behalf, all as of
the day and year first above written.

NAME OF COMPANY: SOUTHERN NEW ENGLAND TELEPHONE COMPANY

BY:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_(Signature)

Name:

Title:

IN WITNESS WHEREOF, each of the under­signed has caused this Agreement to
be duly executed and delivered in its name and on its behalf, all as of
the day July 1, 1998.

NAME OF COMPANY: COX COMMUNICATIONS, INC.

BY:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_(Signature)

Name:

Title:

**[EXHIBIT A]{.underline}**

**LIST OF MEMBERS**

[Name of Member, Member\'s State(s) of Incorporation, Address of
Member]{.underline}

State of

[Name and Address of Member]{.underline} [Incorporation]{.underline}

AT&T Communications of New York, Inc. New York

32 Avenue of the Americas

New York, New York 10013

Cablevision Lightpath, Inc. Delaware

111 New South Road

Hicksville, New York 11801

MCImetro Access Transmission Services, Inc. Delaware

8521 Leesburg Pike

Vienna, Virginia 22182

MFS Intelenet of New York, Inc. Delaware

3 Wing Drive, Suite 200

Cedar Knolls, New Jersey 07927

New York Telephone New York

1095 Avenue of the Americas

New York, New York 10036

Rochester Telephone Corp. New York

180 South Clinton Avenue

Rochester, New York 14646

Southern New England Telephone Company Connecticut

227 Church Street

New Haven, Connecticut 06510

TCG, Inc. Delaware

One Teleport Drive

Staten Island, New York 10311

Time Warner Communications Holdings, Inc. Delaware

300 First Stamford Place

Stamford, Connecticut 06902

**[EXHIBIT B]{.underline}**

**LIST OF MANAGERS**

Name(s) of Manager

and Alternate Address(es) and Fax

[Name of Member]{.underline} [Manager, if any]{.underline} [Phone
Number(s]{.underline}) [Number(s)]{.underline}

**AT&T Communications** Barry N. Sherwin 32 Avenue of the Americas (212)
387-6416

**of New York, Inc.** **\[Manager\]** Room 1735

New York, NY 10013

\(212\) 387-4810

Paul LaGattuta 32 Avenue of the Americas (212) 387-7837

\[Alternate Manager\] Rm 2001

New York, NY 10013

\(212\) 387-4009

**Cablevision Lightpath,** Lawrence J. Bugden 111 New South Road (516)
393-0455

**Inc.** **\[Manager\]** Hicksville, NY 11801

\(516\) 393-3400

Leo D. Maese 111 New South Road (516) 393-0455

\[Alternate Manger\] Hicksville, NY 11801

\(516\) 393-3402

**MCImetro Access** Stephen Addicks 8521 Leesburg Pike (703) 918-6814

**Transmission \[Manager\]** Vienna, VA 22182

**Services Inc.** (703) 394-7202

David Heath 8521 Leesburg Pike (703) 918-6850

\[Alternate Manager\] Vienna, VA 22182

\(703\) 918-6892

**MFS Intelenet of** Anne F. La Lena 1120 Connecticut Avenue, N.W. (202)
776-1555

**New York, Inc. \[Manager\]** Suite 400

Washington, D. C. 20036

\(202\) 776-1550

Brenda Flood 2678 Bishop Drive, Suite 200 (925) 244-1300

\[Alternate Manager\] San Ramon, CA 94583

\(925\) 824-2116

**New York Telephone** Augie Trinchese 1095 Avenue of the Americas (212)
575-7833

**\[Manager\]** Room No. 412

New York, NY 10036

\(212\) 597-5082

William Higgins 1095 Avenue of the Americas (212) 221-6941

\[Alternate Manager\] Room No. 3436

New York, NY 10036

\(212\) 395-0904

**Rochester Telephone** David A. Keech 180 S. Clinton Avenue (716)
325-1355

**Company \[Manager\]** Rochester, NY 14616

\(716\) 777-6932

**Southern New England** Patricia Gendernalik 1441 North Colony Road
(203) 235-9788

**Telephone Company \[Manager\]** Meriden, CT 06450

\(203\) 694-7238

Colleen McGuire 227 Church Street (203) 624-3549

\[Alternate Manager\] New Haven, CT 06510

\(203\) 771-8468

**TCG, Inc.** Ed Gould One Teleport Drive (718) 355-4956

**\[Manager\]** Staten Island, NY 10311

\(718\) 355-2424

Frederik Cederqvist Two Teleport Drive (718) 355-4876

\[Alternate Manager\] Staten Island, NY 10311

\(718\) 355-4657

**Time Warner** Dan Engleman 5700 South Quebec Street (303) 799-5681

**Communications** **\[Manager\]** Greenwood Village, CO 80112

**Holdings, Inc.** (303) 566-1311

William Behringer 120 East 23rd Street (212) 420-4805

\[Alternate Manager\] New York, NY 10010

\(212\) 598-7200

**[EXHIBIT C]{.underline}**

**TERMS AND CONDITIONS GOVERNING INTELLECTUAL PROPERTY**

**AND CONFIDENTIAL INFORMATION**

I. [Intellectual Property]{.underline}

\(A\) [Rights In and To Technology]{.underline}:

\(1\) To the extent that any new technology and/or any improvements,
enhancements or modifications to existing technology are developed for
Company (\"Com­pany Technology\"), Company may endeavor to obtain
appro­priate ownership or use rights in and to Company Technolo­gy and all
intellectual property and other proprietary rights therein.

\(2\) To the extent Company obtains ownership or use rights, upon
request and to the extent allowed by the owner and/or licensor, a Member
may obtain a li­cense for the use of Company Technology on terms and
conditions for Member use of Company Technology to be developed by
Company (\"Company Terms and Conditions\").

\(3\) Any such Member license rights are assignable to a Member\'s
affiliate (as defined in Section 4.1(b)).

\(4\) Upon the withdrawal or expulsion of a Member from Company, any
license rights in and to Company Technology shall be treated in
accordance with the Company Terms and Conditions.

\(5\) Upon any order or other directive con­cern­ing local number
portability issued by the Commis­sion or the Federal Communications
Commission causing Company to merge, consolidate, dissolve and
terminate, or otherwise cease to exist, or upon the dissolution and
termination of Company pursuant to Section 13.1, rights in and to
Company Technology shall be disposed of as deter­mined by Company Members
at the time of any such dissolu­tion and termina­tion.

\(6\) Each Member retains all rights in and to its own technology and
does not hereby grant any right in or to such technology to Company or
any individual Member.

\(B\) [Rights In and To Trademarks, Service Marks,]{.underline}

[Logos and Other Proprietary Marks:]{.underline}

\(1\) To the extent that Company develops any trademarks, service marks,
logos and other proprietary marks (\"Company Marks\"), Company shall
hold all rights in and to any Company Marks.

\(2\) To the extent that Company develops any Company Marks, upon
request, a Member may obtain the right to use the Company Marks for uses
consistent with policies to be developed by Company for Member use of
Company Marks.

\(3\) Any such Member use rights are assign­able to a Member\'s affiliate
(as defined in Section 4.1(b)).

\(4\) Upon the withdrawal or expulsion of a Member from Company, any use
rights in and to the Company Marks automatically shall terminate.

\(5\) Upon any order or other directive con­cern­ing local number
portability issued by the Commis­sion or the Federal Communications
Commission causing Company to merge, consolidate, dissolve and
terminate, or otherwise cease to exist, or upon the dissolution and
termination of Company pursuant to Section 13.1, rights in and to
Company Marks shall be disposed of as determined by the Company Members
at the time of any such dissolution and termina­tion.

\(6\) Each Member retains all rights in and to its own trademarks,
service marks, logos and other proprietary marks and does not hereby
grant any right in or to such marks to Company or any individual Mem­ber.

II\. [Confidential Information]{.underline}

A. [Rights in and to Confidential Information:]{.underline}

\(1\) To the extent that any Company business, finan­cial, trade secrets,
data or other technical informa­tion shall be deemed confidential by
Company (\"Company Confiden­tial Informa­tion\"), each Member shall
protect any Company Confiden­tial Information to which it is exposed as a
result of Company activities from disclosure to other than Company
Mem­bers using the same degree of care used to pro­tect the Member\'s own
confidential information. To the extent that any Member business,
financial, trade secrets, data or other technical information shall be
deemed by that Member confi­dential (\"Member Confidential
Information\"), each Member shall protect any Member Confidential
Informa­tion to which it is exposed as a result of Company activi­ties
from disclosure to a non-Member Entity using the same degree of care
used to protect the Member\'s own Member Confidential Information. A
Member may utilize Company and Member Confiden­tial Information of other
Members (collec­tive­ly, \"Confi­dential Information\") solely for the
purposes of Company activities.

\(2\) All Confidential Information is the property of Company or the
respective Member, as appropriate. Upon the written request of Company
or the owning Member at any time, or upon the withdrawal or expulsion of
a Member from Company, a recipient of Confidential Information shall
return or de­stroy, as directed by the owner, all such Confi­dential
Information held in tangible form and no such Confi­dential Information
shall be retained in any form.

\(3\) Upon any order or other directive concerning local number
portability issued by the Commission or the Federal Communications
Commission causing Company to merge, consolidate, dissolve and
terminate, or otherwise cease to exist, or upon the dissolution and
termination of Company pursuant to Section 13.1, rights in and to
Company Confiden­tial Information shall be disposed of as determined by
the Mem­bers at the time of dissolution and termination.

\(4\) Each Member retains all rights in and to its own Member
Confidential Information, including but not limited to its customer
information, and does not hereby grant any right in or to any such
Member Confidential Infor­mation to Company or any individual Member.

**NORTHEAST CARRIER ACQUISITION COMPANY, LLC**

**AMENDED AND RESTATED**

**LIMITED LIABILITY COMPANY OPERATING AGREEMENT**

**TABLE OF CONTENTS**

[Page]{.underline}

ARTICLE I Definitions and Rules of Construction 1

ARTICLE II Formation of Company 5

ARTICLE III Business and Nature of the Company 6

ARTICLE IV Rights and Obligations of Members 7

ARTICLE V Meetings of Members 11

ARTICLE VI Rights and Duties of, Designation and Election 11

of, and Conduct of Business by Managers

ARTICLE VII Meetings of Managers; Committees 14

ARTICLE VIII Duties and Limitation of Liability of Managers, 18

Members and Persons Serving on Advisory

Commit­tees; Indemnification

ARTICLE IX Contributions to the Company; Assessments for 21

Admin­istrative Expenses; and Capital Accounts

ARTICLE X Allocations, Income Tax, Distributions, 23

Elections, Books and Records and Returns

ARTICLE XI Transferability and Withdrawal 24

ARTICLE XII Membership 25

ARTICLE XIII Dissolution and Termination 26

ARTICLE XIV Miscellaneous Provisions 28

**NORTHEAST CARRIER ACQUISITION COMPANY, LLC**

**A New York Limited Liability Company**

**AMENDED AND RESTATED**

**LIMITED LIABILITY COMPANY OPERATING AGREEMENT**

**April 28, 1998**