# APPENDIX DLE-DSL

(***DRAFT*** CONTRACT LANGUAGE)

#  

# APPENDIX DLE-DSL

**Digital Loop Electronics (DLE) -- Asynchronous Digital Subscriber Line
(ADSL)**

# INTRODUCTION

1.  This Appendix sets forth the terms and conditions for providing
    Asynchronous Digital Subscriber Line ("ADSL") utilizing Digital Loop
    Electronics ("DLE") infrastructure by the applicable SBC
    Communications Inc. owned Incumbent Local Exchange Carrier (ILEC)
    and CLEC.

2.  SBC Communications Inc. (SBC) means the holding company which owns
    the following ILECs: Illinois Bell Telephone Company, Indiana Bell
    Telephone Company Incorporated, Michigan Bell Telephone Company,
    Nevada Bell Telephone Company, The Ohio Bell Telephone Company,
    Pacific Bell Telephone Company, The Southern New England Telephone
    Company, Southwestern Bell Telephone Company and/or Wisconsin Bell,
    Inc. d/b/a Ameritech Wisconsin.

3.  As used herein, **[SBC-12STATE]{.underline}** means the above listed
    ILECs doing business in Arkansas, California, Illinois, Indiana,
    Kansas, Michigan, Missouri, Nevada, Ohio, Oklahoma, Texas and
    Wisconsin.

4.  As used herein, **[SNET]{.underline}** means the applicable above
    listed ILEC doing business in Connecticut.

5.  The prices at which **[SBC-12STATE]{.underline}** agrees to provide
    CLEC with DLE-DSL are contained in the applicable Appendix Pricing
    and/or applicable Commissioned ordered tariff as specified below.

6.  For CLECs operating in Connecticut, **[SNET]{.underline}**'s
    unbundled DLE-DSL offering may be found in the Commission ordered
    Connecticut Access Service Tariff.

7.  The term ILEC in this Appendix references the SBC ILECs doing
    business in the regions, as more particularly described below.

# DESCRIPTION OF INFRASTRUCTURE

8.  The DLE infrastructure is defined by the Broadband Infrastructure
    currently being deployed by the SBC ILECs. The Broadband
    Infrastructure Project will require placement of at least the
    following components by the SBC ILECs in their respective networks:
    a Remote Terminal ("RT"); RT Derived ADSL Capable Loops; a Central
    Office Terminal ("COT"); and access to CLEC Asynchronous Transfer
    Mode ("ATM") capacity.

9.  An RT for the purposes of this Appendix can be defined as either a
    Controlled Environmental Vault ("CEV"), Fiber Hut or Cabinet with
    Litespan 2000, 2012 or UMC 1000 Digital Loop Carrier
    ("DLC")equipment installed.

10. A Serving Wire Center ("SWC") for the purposes of this Appendix can
    be defined as an end office.

11. RTs (Litespan 2000, 2012 and UMC 1000) will be installed to
    effectively shorten copper loops for DSL to less than 12 Kft. The
    loops from these RTs will be referred to as RT derived DSL capable
    loops and are defined as the copper facility from the remote
    terminal, through the Subscriber Access Interface ("SAI") to the end
    user premise. These loops will consist of feeder cable from the
    remote terminal to the SAI and distribution cable from the SAI to
    the end user premises. The feeder cable is integrated (hard-wired)
    into the RT DLC equipment. A cross-connect must be made in the SAI
    to connect the distribution copper to the appropriate feeder copper
    facility to integrate the end user facility through DLC.

12. From the RT, OC-3s will be utilized to transport voice and data from
    the RT to the Central Office on a non-protected fiber. A distinct
    OC-3c will be provided for the data portion of path and a distinct
    OC-3 will be provided for the voice path. In the central office, the
    incoming data OC-3c be cross connected from the Fiber Distribution
    Frame ("FDF") to an Optical Concentration Device (OCD). The OCD
    aggregates many incoming OC-3cs from multiple RTs to a smaller
    number of outbound OC-3c or DS3 facilities and routes traffic the
    appropriate CLEC ATM Network.

13. Deployment of this infrastructure will occur in multiple,
    overlapping phases over three (3) years. The SBC ILECs have chosen
    the Alcatel 2000 DLC system for this deployment. The Litespan 2000
    consists of two or more terminals or nodes; a COT; and one or more
    RTs connected by a single-mode fiber optic span. The current version
    of Litespan 2000 (Release 8) uses the standard OC-3 transmission
    rate and provides up to 2016 POTS lines. Litespan 2000 integrates
    traditional DLC and fiber optic multiplexer functions, eliminating
    the need for two separate functions when providing services over
    single-mode optical fibers in the loop feeder network. Litespan 2000
    also enables cross-connecting both DS0 channels and DS1 rate
    signals. Cross connections may be made between COT channel units and
    RT channel units or between channel units located in the same
    terminal.

14. A combination (voice and data) card will be placed in the RT for use
    with the Alcatel DLC system. This card is referred to as the ADSL
    Distribution Line Unit (ADLU). The ADLU card is an ADSL service
    card. This card provides the same functionality as a DSLAM in that
    it splits the voice and data signal. At this time, each ADLU card is
    capable of supporting two DSL end users (dual cards).

# DEFINITION OF UNBUNDLED NETWORK ELEMENTS 

15. The term DLE describes a specific outside plant network
    infrastructure that is described in detail above.

16. The term ADSL describes various technologies and services.
    **[SBC-12STATE]{.underline}**'s unbundled DLE-DSL offering is set
    forth below for CLECs to use in conjunction with providing ADSL to
    their end-user over the DLE infrastructure. Any service deployed
    under the terms of this Agreement must be compatible with the
    **[SBC-12STATE]{.underline}** ILECs DLC equipment deployed in the RT
    and with any **[SBC-12STATE]{.underline}** ILECs equipment deployed
    in the COT or serving wire center (SWC).
    **[SBC-12STATE]{.underline}** shall publish Technical Publications
    for the purpose of communicating current standards and their
    application within the Public Switched Telephone Network (PSTN).

17. This offering will support the deployment of any DSL equipment which
    provides for the transmission of ADSL technologies which comply with
    current national standards (ANSI T1.413-1998). Loop qualification
    will be offered as described in Appendix DSL to this agreement.

18. At this time other DSL technologies will not be offered in
    conjunction with this offering due to technical limitations with the
    DLE infrastructure being deployed by the SBC ILECs. As additional
    technologies are made technically feasible, the SBC ILECs will
    consider such technologies at that time. A CLEC may place a request
    for additional technologies to be addressed in this Appendix via the
    Bonafide Request Process ("BFR") set forth in Appendix UNE to this
    agreement.

19. The unbundled network elements necessary for a CLEC to provision a
    DSL service in the DLE environment will be offered in two
    situations: Line Shared versus Non-Line Shared.

20. The elements described herein are for use in conjunction with the
    DLE environment only and cannot be used in conjunction with or as a
    substitution for any other unbundled network elements offered in
    this Agreement. In addition to this Appendix, CLEC, must have
    negotiated Appendix DSL to this Agreement to be utilized in
    conjunction with the elements outlined herein. If CLEC wishes to
    purchase line shared unbundled network elements as addressed herein,
    CLEC must also have Appendix HFPL to this agreement for line
    sharing.

##### LINE SHARED UNBUNDLED NETWORK ELEMENTS

21. The following unbundled network elements will be necessary in order
    for CLEC to provision a DSL service in the DLE environment under
    line sharing: a high frequency portion of the sub-loop ("HFPSL")
    from the RT to the Network Interface Device ("NID") at the customer
    premise; DLE ADSL feeder from the DLC equipment in the RT
    terminating in the OCD in the central office; and a port on the OCD.

22. Additional cross-connects will be required depending upon the
    arrangement. A DLE-ADSL Cross-Connect will be required in the SAI in
    the field to connect feeder cable from the DLC equipment in the RT
    to the distribution cable to the individual end user. Also, an OCD
    cross connect to either Collocation or a CLEC Point of Presence
    ("POP") will be required to extend the OCD port to the CLEC point of
    presence in the SWC or Adjacent Central Office.

23. The following is a numerical listing of the UNEs necessary for the
    provisioning of a line shared DSL service under the DLE
    infrastructure:

    1.  UNE -- DLE-ADSL HFPSL

    2.  UNE -- DLE-ADSL Feeder

    3.  UNE - OCD Port Termination

##### NON-LINE SHARED UNBUNDLED NETWORK ELEMENT

24. In the non-line shared environment the same set of UNEs as those
    described above for the line shared environment will be utilized by
    CLEC with one exception. The UNE DLE-ADSL HFPSL will be substituted
    with a data only DLE-ADSL Sub-loop. This sub-loop is the entire
    physical copper loop from the RT to the NID at the customer premise.

# UNE DLE-HFPSL

25. The DLC sub-loop is defined as a transmission path beginning at the
    cross connect within the RT (RT) and extending to the standard NID
    or demarcation point at the end user premises. CLEC will own and is
    responsible for providing the end user splitter at the customer
    premise.

26. CLEC will be required to purchase the HFPSL (unbundled spectrum
    portion of the sub-loop) in a line shared environment. The unbundled
    spectrum will be allocated over the DLC sub-loop and cross-connect
    at the RT; an ADLU card in the DLC equipment; and OC-3c DLC
    transport to the central office. The OC-3c will be integrated to the
    DLC equipment in the RT. In addition to the HFPSL, CLEC must
    purchase the DLE-ADSL Cross Connect in the SAI as described above.

27. For purposes of this application, this sub-loop will be a line
    shared loop only. CLEC will own the HFPSL to provide DSL data
    services over the shared copper facility. The voice portion of this
    loop will belong to the appropriate SBC ILEC providing the voice
    service. This option will not be available to CLEC where the voice
    service is provided by any party other than the SBC ILEC, including
    those situations where the voice service is provided by any other
    carrier on a resale or leased basis (e.g., UNE combinations) from
    the SBC ILEC.

28. The OCD Port Termination and OCD Cross-Connect to collocation or to
    the CLEC POP must be in place prior to CLEC's placing of DLC
    sub-loop orders.

29. The existing loop qualification process as outlined in Appendix DSL
    will be required in conjunction with the DLC sub-loop. Also, the
    service performance, maintenance and provisioning and installation
    intervals for an ADSL capable loop as outlined in Appendix DSL will
    be applicable in conjunction with this offering.

30. A design layout record ("DLR") will not be offered in conjunction
    with this DLE offering.

# UNE DLE-ADSL SUB-LOOP

31. When the CLEC desires to provide a dedicated data only facility from
    the RT to the end user under the DLE infrastructure, CLEC will be
    required to purchase the DLE-ADSL Sub-Loop. This element is
    identical to the HFPSL element described above and will be provided
    under the same terms and conditions as outlined above with the
    exception that the DLE-ADSL Sub-Loop will consist of the entire
    sub-loop from the RT to end user NID and not simply the high
    frequency portion of the sub-loop.

32. This element will be provided only in conjunction with the DLE
    infrastructure for the use with data only sub-loops in the non-line
    shared environment.

# UNE DLE-ADSL FEEDER

33. The UNE DLE-ADSL Feeder element will be necessary to transmit the
    DSL data side of the loop to the OCD in the central office.

34. This product will consist of a port on the ADLU card in the DLC
    equipment in the RT and the use of a dedicated fiber from the RT DLC
    equipment to the SWC FDF.

35. The data OC-3c will transport packets of information from the
    multiple ADLU cards placed in the DLC equipment deployed in the RT.
    These packets are bursting in nature and are from multiple end
    users, assigned to multiple CLECs. Because of the common nature of
    this transport a permanent virtual connection (PVC) must be
    configured over this OC-3c fiber facility to support CLEC's DSL
    service. The PVC consists of virtual cross-connects or channel
    connections established at both the DLC equipment in the RT and in
    the OCD device deployed in the SWC.

36. A PVC will be made available to CLEC for the establishment of its
    DSL service. One PVC per end user will made available to CLEC.
    Unspecified Bit Rate (UBR) PVCs will be the only type of PVC made
    available with this offering at this time.

37. The maximum number of PVCs that can be provisioned over the DLE-ADSL
    Feeder is dependant upon the form of OCD Port Termination (as
    described below) purchased in the central office. At this time, the
    approximate maximum number of PVCs that can be provisioned over a
    DS3 OCD port is 1000 and 6000 for an OC-3c port.

38. CLEC will be responsible for the monitoring of the OCD port
    termination to ensure that it the number of established PVCs
    provisioned through such port do not exceed the limits above. In
    such instance as CLEC exceeds the thresholds as set forth above, the
    SBC ILECs reserve the right to notify CLEC and require CLEC to
    purchase additional ports or capacity where available before adding
    any additional PVCs to the OCD.

39. PVCs are configured in advance by ATM service providers between the
    DSL customer and a single service provider. Under the terms of this
    Agreement, CLEC represents the single service provider. CLEC is
    responsible for providing the information necessary for the SBC ILEC
    to provision the PVC in the SBC ILEC DLC equipment in the RT and in
    the OCD in the SWC. This information must be provided by the CLEC to
    the SBC ILEC pursuant to the Customer Information Form (CIF) process
    outlined in the CLEC Handbook.

40. The SBC ILECs will be responsible for network monitoring of the use
    of the common OC-3c between the central office and the RT. In the
    provisioning of the PVC, CLECs will be restricted to a downstream
    bandwidth speed of 1.544 Mbps per second and an upstream bandwidth
    speed of 384 Kbps per second.

41. Initially, the SBC ILECs will not allocate this DLE-ADSL Feeder UNE
    by bandwidth, but reserve the right to modify this Agreement upon
    the mutual agreement of both parties in order to do so, dependent
    upon traffic concerns over the shared OC-3c data facility should the
    amount of cumulative traffic over this shared facility from all ADSL
    providers exceed a threshold of 75% of the maximum capacity of the
    OC-3c bandwidth available for ADSL traffic. Should the Parties be
    unable to reach agreement on modified terms and conditions within 60
    days of the initial written notice from the SBC ILEC, either Party
    may request resolution of any remaining issues by any appropriate
    Commission.

# OCD PORT TERMINATION

42. The incoming dedicated OC-3c for data will terminate in the OCD. An
    OCD will be placed in each SWC where this product is made available.
    CLEC will be required to purchase a port termination on the OCD. The
    OCD Port Termination will consist of a DS3 or OC-3c port on the OCD.

# In addition to the OCD Port Termination, CLEC must purchase a physical OCD cross-connect. This cross-connect is a physical appearance on the FDF that will allow for the OCD Port Termination to be extended to CLEC's physical or virtual point of collocation or to a CLEC POP in an adjacent central office. The OCD Cross Connect will be provided at the OC-3c and DS3 level. 

# PROVISIONING AND INSTALLATION

# 

43. Provisioning and installation of these elements should be considered
    on two distinct separate paths: CLEC infrastructure orders and end
    user specific orders. CLEC will be required to build the necessary
    network infrastructure to support its DSL service in the DLC
    environment prior to placing end user orders for the UNE DLE-ADSL
    HFPSL, UNE DLE-ADSL Sub-Loop or UNE DLE-ADSL Feeder elements. The
    necessary elements for infrastructure are the OCD Port Termination
    and associated cross-connects. The OCD Port Termination will be
    issued via one (1) Access Service Request (ASR). End user specific
    orders consist of either the DLE-ADSL HFPSL or the DLE-ADSL Sub-Loop
    and the DLE-ADSL Feeder. These elements will be issued utilizing a
    Local Service Request (LSR). In addition to the LSR, as set forth
    above, a Customer Information Form (CIF) will be necessary from CLEC
    to provide necessary information to provide the PVC over the
    DLE-ADSL Feeder.

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1.  **PRE-QUALIFICATION OF LOOPS**

    1.  Because the elements set forth herein are provided for over the
        DLE infrastructure, all loops will be less than 17 kft in
        length. Therefore, the existing DSL pre-qualification process
        outlined in Appendix DSL of this agreement will not be necessary
        in conjunction with these elements.

2.  **LOOP QUALIFICATION**

    1.  The existing Loop Qualification as outlined in Appendix DSL will
        be offered in conjunction with these services. Loop
        qualification will be used by CLEC to identify loops served out
        of the DLE infrastructure.

3.  **SPECTRUM MANAGEMENT**

    1.  In order to protect the integrity of the network, CLEC agrees to
        use the DSL capable loops in a manner consistent with industry
        standards as referenced in this appendix and in Appendix DSL.

    2.  Spectrum Management requirements as addressed in Appendix DSL
        must be adhered to by CLEC in conjunction with this product
        offering.

# RATE STRUCTURE

## UNE DLE-ADSL HFPSL, UNE DLE-ADSL SUB-LOOP AND UNE DLE-ADSL FEEDER

## CLECs will be charged both a monthly recurring charge and non-recurring initial and additional charge for this element. 

## OCD PORT TERMINATION

## CLECs will be charged both a monthly recurring charge and non-recurring initial and additional charges for this element. The OCD port termination will be offered at both the DS3 and OC-3 speeds.

## In addition to the OCD Port Termination, the OCD Cross-Connect element will be necessary from the OCD Port Termination to either CLEC collocation or to a CLEC POP in an adjacent central office. CLECs will be charged both a monthly recurring and non-recurring rate for the OCD Cross-Connect. The cross-connect will be offered at two speeds: OC-3 and DS3. 

1.  In such instance as CLEC desires to extend the OCD Port Termination
    to an adjacent central office POP, a per mile charge will apply for
    the use of SBC ILEC Interoffice Facilities ("IOF").

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3.  All charges described herein are interim subject to true-up should a
    state Commission approve a different rate than that described in
    Appendix Pricing UNE.

# RESERVATION OF RIGHTS

4.  The parties acknowledge that the terms and conditions for the UNEs
    set forth above are specific to the DLE infrastructure. Such terms
    and conditions may not be applied to any other Appendix to this
    agreement.

5.  The Parties acknowledge and agree that the provision of the UNEs set
    forth above and the associated rates, terms and conditions set forth
    in this Appendix are subject to any legal or equitable rights of
    review and remedies (including agency reconsideration and court
    review). Any reconsideration, agency order, appeal, court order or
    opinion, stay, injunction or other action by any state or federal
    regulatory body or court of competent jurisdiction which stays,
    modifies, or otherwise affects any of the rates, terms and
    conditions herein, specifically including those arising with respect
    to Federal Communications Commission orders (whether from the
    Memorandum Opinion and Order, and Notice of Proposed Rulemaking, FCC
    98-188 (rel. August 7, 1998), in CC Docket No. 98-147, the FCC's
    First Report and Order and Further Notice of Proposed Rulemaking,
    FCC 99-48 (rel. March 31, 1999), in CC docket 98-147, the FCC's
    Third Report and Order and Fourth Further Notice of Proposed
    Rulemaking in CC Docket No. 96-96 (FCC 99-238) or the FCC's Third
    Report and Order in CC Docket No. 98-147 and Fourth Report and Order
    in CC Docket No. 96-98 (rel. December 9, 1999), or any other
    proceeding, the Parties shall expend diligent efforts to arrive at
    an agreement on conforming modifications to this Agreement. If
    negotiations fail, disputes between the Parties concerning the
    interpretation of the actions required or the provisions affected
    shall be handled under the dispute resolution procedures set forth
    in this Agreement.

6.  SWBT's OR Pacific Bell's OR Nevada Bell's provision of UNEs
    identified in this Agreement is subject to the provisions of the
    Federal Act, including but not limited to, Section 251(d). The
    Parties acknowledge and agree that on November 5, 1999, the FCC
    issued its Third Report and Order and Fourth Further Notice of
    Proposed Rulemaking in CC Docket No. 96-96 (FCC 99-238), including
    the FCC's Supplemental Order issued *In the Matter of the Local
    Competition Provisions of the Telecommunications Act of 1996*, in CC
    Docket No. 96-98 (FCC 99-370) (rel. November 24, 1999), ("the UNE
    Remand Order"), portions of which become effective thirty (30) days
    following publication of such Order in the Federal Register
    (February 17, 2000) and other portions of which become effective 120
    days following publication of such Order in the Federal Register
    (May 17, 2000). By entering into this Agreement which makes
    available certain UNEs, or any Amendment to this Agreement to
    conform such Agreement to the UNE Remand Order within the time
    frames specified in such Order, neither Party waives any of its
    rights to seek legal review or a stay pending appeal of the Order.
    In addition, both Parties reserve the right to dispute whether any
    UNEs identified in the Agreement must be provided under Section
    251(c)(3) and Section 251(d) of the Act, and under this Agreement.
    In the event that the FCC, a state regulatory agency or a court of
    competent jurisdiction, in any proceeding, based upon any action by
    any telecommunications carrier, finds, rules and/or otherwise orders
    (\"order\") that any of the UNEs and/or UNE combinations provided
    for under this Agreement do not meet the necessary and impair
    standards set forth in Section 251(d)(2) of the Act, the affected
    provision will be invalidated, modified or stayed as required to
    immediately effectuate the subject order upon written request of
    either Party. In such event, the Parties shall expend diligent
    efforts to arrive at an agreement on the modifications required to
    the Agreement to immediately effectuate such order. If negotiations
    fail, disputes between the Parties concerning the interpretations of
    the actions required or the provisions affected by such order shall
    be handled under the Dispute Resolution Procedures set forth in this
    Agreement. In addition, the Parties agree that in the event the UNE
    Remand Order is stayed pending appeal, neither Party shall be
    obligated to implement the terms of such Order until such time as
    the stay is lifted.

# APPLICABILITY OF OTHER RATES, TERMS AND CONDITIONS 

7.  Every interconnection, service and network element provided
    hereunder, shall be subject to all rates, terms and conditions
    contained in this Agreement which are legitimately related to such
    interconnection, service or network element. Without limiting the
    general applicability of the foregoing, the following terms and
    conditions of the General Terms and Conditions are specifically
    agreed by the Parties to be legitimately related to, and to be
    applicable to, each interconnection, service and network element
    provided hereunder: definitions, interpretation, construction and
    severability; notice of changes; general responsibilities of the
    Parties; effective date, term and termination; fraud; deposits;
    billing and payment of charges; non-payment and procedures for
    disconnection; dispute resolution; audits; disclaimer of
    representations and warranties; limitation of liability;
    indemnification; remedies; intellectual property; publicity and use
    of trademarks or service marks; no license; confidentiality;
    intervening law; governing law; regulatory approval; changes in End
    User local exchange service provider selection; compliance and
    certification; law enforcement; no third party beneficiaries;
    disclaimer of agency; relationship of the Parties/independent
    contractor; subcontracting; assignment; responsibility for
    environmental contamination; force majeure; taxes; non-waiver;
    network maintenance and management; signaling; transmission of
    traffic to third parties; customer inquiries; expenses; conflicts of
    interest; survival; scope of agreement; amendments and
    modifications; and entire agreement.