LNP, L.L.C.

             AMENDED AND RESTATED LIMITED LIABILITY 
                   COMPANY OPERATING AGREEMENT


    This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING
AGREEMENT ("Agreement") is made as of the ____ day of November, 1996, by and among each
of the parties listed on Exhibit A hereto (collectively, the "Members").

                             RECITALS
    WHEREAS, the Members desire to establish LNP, L.L.C. ("LNP" or the "Company")
as a new Illinois limited liability company for the purpose of engaging in business activities related
to implementing number portability in the Midwest Region;
    WHEREAS, the parties desire to enter into a limited liability company operating agreement
in order to set forth the details of their relationship and the governance and management of the
Company;
    NOW THEREFORE, in consideration of the premises and the mutual agreements and
representations herein contained, and intending to be legally bound hereby, the parties agree as
follows:

                            Article I
              Definitions and Rules of Construction
     1.1Definitions.  The following terms used in this Agreement shall have the following
meanings (unless otherwise expressly provided herein):
     (a)"Agreement" shall mean this Limited Liability Company Operating
Agreement as originally executed and as amended from time to time.
     (b)"Articles of Organization" shall mean the Articles of Organization of the
Company as filed with the Secretary of State of Illinois, as amended from time to time.
     (c)"Capital Account" shall have the meaning set forth in Section 8.3.
     (d)"Capital Contribution" shall mean any contribution to the capital of the
Company in cash or property by a Member whenever made.  "Initial Capital Contribution" shall
mean the initial contribution to the capital of the Company pursuant to this Agreement.
     (e)"Commission" shall refer to any or all of the state public utility commissions
of Illinois, Indiana, Michigan, Ohio and Wisconsin in which Members are porting numbers or
intend to port numbers under the Master Contract.
     (f)"Company" or "LNP" shall refer to LNP, L.L.C.
     (g)"Distributable Cash" shall mean all cash, revenues and funds received by
the Company from Company operations, less the sum of the following to the extent paid or set
aside by the Company:  (i) all principal and interest payments on indebtedness of the Company and
all other sums paid to lenders; (ii) all cash expenditures incurred in the normal operation of the
Company's business; and (iii) such reserves as the Members deem reasonably necessary for the
proper operation of the Company's business.
     (h)"Entity" 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.
     (i)"Extraordinary Majority Vote" shall mean the affirmative vote of at least
67% of the Members present and eligible to vote.
     (j)"Fiscal Year" shall mean the Company's fiscal year, which shall be the
calendar year.
     (k)"Illinois Act" shall mean the Illinois Limited Liability Company Act at 805
ILCS 180/1-1, et seq.
     (l)"IRC" shall mean the Internal Revenue Code of 1986 or corresponding
provisions of subsequent superseding federal revenue laws.
     (m)  "LNP" shall refer to LNP, L.L.C.
     (n)"Majority Vote" shall mean the affirmative vote of more than fifty percent
of the Members present and eligible to vote.
     (o)"Master Contract(s)" shall refer to the contract(s) between the LNP and the
Prime Vendor(s).
     (p)"Member" shall mean, in connection with the formation of the Company,
each party who executes this Agreement as a Member and, after the formation of the Company,
each party who satisfies the eligibility criteria in, and may be admitted as a Member in accordance
with Section 11.1 of this Agreement.  The names and addresses of the initial Members are as set
forth in Exhibit A.
     (q)"Membership Interest" shall mean a Member's entire interest in the LNP,
including the Member's right to participate in the management of the business and affairs of the
LNP, including 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 Illinois Act and the right to
inspect the books and records of the LNP.
     (r)"Midwest Region" shall refer to any or all of the states of Illinois, Indiana,
Michigan, Ohio and Wisconsin in which Members are porting numbers or intend to port numbers
under the Master Contract.
     (s)"Prime Vendor(s)" shall mean the Entity(ies) that enter into the Master
Contract(s) with the LNP to:  (1) establish, administer and maintain the number porting
administration center and the service management system, and (2) perform other duties associated
with the number porting administration center and service management system as directed by
LNP.  The Prime Vendor shall provide access to all such services on a nondiscriminatory basis.
     (t)"Treasury Regulations" shall include proposed, temporary and final
regulations promulgated under the IRC.
     1.2Rules of Construction.  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.
     1.3Effect of Agreement; Severability and Reformation.  It is the express intention of
the Members that, except to the extent a provision of this Agreement expressly incorporates
federal income tax rules by reference to the IRC or the Treasury Regulations or is expressly
prohibited or ineffective under the Illinois Act, 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 Illinois Act,
this Agreement shall be considered amended to the least degree possible in order to make this
Agreement effective under the Illinois Act.  In the event the Illinois Act 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.
                            Article II
                       Formation of Company
     2.1Formation.  The Company was organized by executing and delivering the Articles
of Organization to the Illinois Secretary of State in accordance with and pursuant to the Illinois
Act.
     2.2Name.  The name of the Company is LNP, L.L.C.
     2.3Principal Office.  The Company's initial principal office shall be at AT&T, 227
West Monroe Street, Chicago, Illinois 60606.  The Company may locate its principal office at any
place or places within the State of Illinois as the Members may from time to time deem advisable.
     2.4Resident Agent and Office.  The Company's initial registered office of its registered
agent shall be at 208 South LaSalle, Chicago, Illinois, and the name of its initial registered agent
at such address shall be CT Corporation System.  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 Illinois Secretary of State pursuant to the Illinois Act.
     2.5Term.  The term of the Company shall be fifty (50) years from and after the date
of the formation of the Company in accordance with and pursuant to the Illinois Act, unless the
Company is earlier dissolved in accordance with either the provisions of this Agreement or the
Illinois Act.
                           Article III
                Business and Nature of the Company
     3.1Permitted Businesses.  The business of the Company shall be:
     (a)To issue a Request For Proposals ("RFPs") to solicit bids from vendors
interested in entering into the Master Contract(s) to perform the functions of the Prime Vendor(s);
     (b)To develop and implement procedures for reviewing bids from vendors
responding to the RFP and selecting the Prime Vendor(s);
     (c)To ratify, after a bid is selected and before execution of the Master
Contract(s), the award of the Master Contract(s) to the Prime Vendor(s);
     (d)To negotiate and execute the Master Contract(s) and to negotiate and execute
other contracts for goods or services, to negotiate changes in terms and conditions of the Master
Contract(s) and any other contract, to renew or rebid the Master Contract(s) and any other
contract, and to terminate the Master Contract(s) and any other contract as circumstances require;
     (e)To supervise and oversee the Prime Vendor(s) as well as any subcontractor
or vendor to ensure compliance with Master Contract(s) requirements;
     (f)To own, license or otherwise control any or 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 LNP, pursuant to the terms and
conditions set forth in Exhibit B;
     (g)To purchase or own such facilities and other assets as the LNP may, from
time to time, reasonably require for this business; and to exercise all other powers necessary to
or reasonably related to the LNP's business that may legally be exercised by limited liability
companies under the Illinois Act;
     (h)To engage in all activities necessary, customary, convenient, incidental or
related to any of the foregoing; and
     (i)The activities of the Company may be expanded so that membership in the
Company is available with respect to wireline and wireless telecommunications carriers or in other
areas or territories, provided that appropriate amendments to this Agreement are adopted with the
Extraordinary Majority Vote of the Members.
     3.2No Partnership Intended for Non-Tax Purposes.  The Members have formed the
Company under the Illinois Act, 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
     4.1Membership Interest and Voting Rights.
     (a)Except as otherwise provided in this Agreement, each Member shall have
and retain a Membership Interest equal 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, and thus,
equal voting power, on all matters set forth in this Agreement requiring the vote of Members.
     (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 Members; such vote to be cast by 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 11.1 that does not
commence porting numbers in the Midwest Region within either:  (1) 9 months from the date such
Member declares to the LNP its intent to port numbers in the Midwest Region, if such declaration
is made in writing after the first date any local exchange carrier utilizes the system under the
Master Contract(s) to port numbers, or (2) 9 months after the first date any local exchange carrier
utilizes the system under the Master Contract(s) to port numbers, if the Member declares to the
LNP its intent to port numbers in the Midwest Region at a time when local number portability is
not available in the Midwest Region, shall relinquish all its voting rights on all matters set forth
in this Agreement requiring the vote of Members until such time as it commences porting numbers
in the Midwest Region.  During the time that voting rights are relinquished, such Member may
continue as a non-voting Member of the Company.
     4.2Limitation of Liability.  No Member shall be personally liable to creditors of the
Company for any debt, obligation or liability of the Company, whether arising in contract, tort
or otherwise, beyond such Member's Capital Contributions, except as otherwise provided by law.
     4.3Nature of Interests.  There shall not be limited liability company interests in the
Company other than Membership Interests as defined in this Agreement.
     4.4Access to Company Books and Records.  In accordance with Section 9.3 herein,
the Members shall maintain and preserve, during the term of the Company, the accounts,  books
and other relevant Company documents.  Upon reasonable request, each Member or its duly
authorized representative shall have the right, during ordinary business hours, as reasonably
determined by the Members, to inspect and copy Company books and records at the requesting
Member's expense, for any purpose reasonably related to the Member's Membership Interest.
     4.5Priority and Return of Capital.  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 for net profits, net losses, or distributions.
     4.6Internal Dispute, Review, Arbitration and Mediation.  In the event of a dispute or
disagreement regarding a decision or action of the Members as to any material matter, the
Members may unanimously agree to submit the dispute to binding arbitration in accordance with
procedures to be agreed upon by the Members.  If binding arbitration is not pursued, any Member
shall seek review or mediation of such decision or action by the relevant state or federal
commission with jurisdiction over the dispute or disagreement.  After consultation with the staff
of the relevant commission, the Member seeking review or mediation of such decision or action
shall file an appropriate petition, letter, pleading or other request for action in accordance with
applicable rules, if any, of the relevant 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 relevant commission for the purpose of resolving the matters in issue and will
comply with the decisions of the relevant commission as may be appropriate.  However, the 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 relevant commission. If the relevant
commission determines that it does not have legal jurisdiction or is unable for any other reason
to review or mediate the matter, the Members may obtain final resolution of the matter by
submitting to it binding arbitration in accordance with procedures to be agreed upon by the
Members, or may pursue other lawful remedies.  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 any of its Members 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 4.6 shall not be construed
as limiting such legal and procedural remedies as may be otherwise available to any Member. 
Section 4.6 shall not be applicable to, and thus the remedies provided under Section 4.6 shall not
be available for, review or mediation of disputes or disagreements concerning the LNP's selection,
ratification, approval, termination or renewal of the Prime Vendor(s), in connection with any
aspect of the Prime Vendor(s) performance under the Master Contract(s).
     4.7No Preemptive Rights.  No Member shall have any preemptive or preferential right,
including any such right with respect to (a) additional Capital Contributions; (b) issuance or sale
of Membership Interests, whether unissued or hereafter created; (c) issuance of any obligations,
evidences of indebtedness or other securities of the Company convertible into or exchangeable for,
or carrying or accompanied by any rights to receive, purchase or subscribe to, any such unissued
Membership Interest; (d) issuance of any right of, subscription to or right to receive, or any
warrant or option for the purchase of, any of the foregoing securities; or (e) issuance or sale of
any other securities that may be issued or sold by the Company.

                            Article V
          Rights and Duties of, Designation and Election
              of, and Conduct of Business by Members
     5.1Management.  The business and affairs of the LNP shall be managed by the
Members.  The Members shall in all cases act collectively as provided in this Article V, and no
Member acting individually shall be the agent of the LNP or shall have authority to bind the LNP
and no debt shall be contracted or liability incurred by or on behalf of the LNP, except by the
Members acting collectively as provided in this Article V or by one or more agents or employees
of the LNP acting pursuant to the authority granted to them by the Members.  The Members shall,
by an Extraordinary Majority Vote, appoint officers of the Company who, to the extent provided
by the Members of the Company or this Agreement, may have and may exercise all the powers
and authority of the Members in the conduct of the business and affairs of the Company.
     5.2Meetings.  Meetings of the Members, for any purpose or purposes, shall be called
by at least two (2) Members eligible to vote.
     5.3Place of Meetings.  The Members may designate any place, either within or outside
the Midwest Region, as the place of meeting for any meeting of the Members.  If no designation
is made, or if a special meeting be otherwise called, the place of meeting shall be the principal
place of business of the Company.
     5.4Notice of Meetings.  Written notice stating the place, day and hour of the meeting
and the purpose or purposes for which the meeting is called shall be delivered not less than five
(5) nor more than sixty (60) days before the date of the meeting unless otherwise provided, either
personally or by mail, by or at the direction of the Members calling the meeting, to each Member
entitled to vote at such meeting.
     5.5Record Date.  For the purpose of determining Members entitled to notice of or to
vote at any meeting of Members or any adjournment thereof, or Members entitled to receive
payment of any distribution, or in order to make a determination of Members for any other
purpose, the date on which notice of the meeting is provided pursuant to Section 13.2 or the date
on which the resolution declaring such distribution is adopted, as the case may be, shall be the
record date for such determination of Members.  When a determination of Members entitled to
vote at any meeting of Members has been made as provided in this Section, such determination
shall apply to any adjournment thereof.
     5.6Quorum.  Members holding at least an Extraordinary Majority Vote in the
Company represented in person or by proxy, shall constitute a quorum at any meeting of
Members.  In the absence of a quorum at any such meeting, a majority of the Members so
represented may adjourn the meeting from time to time for a period not to exceed sixty (60) days
without further notice.  However, if the adjournment is for more than sixty (60) days, or if after
the adjournment a new record date is fixed for another meeting, a notice of the adjourned meeting
shall be given to each member of record entitled to vote at the meeting.  The Members present at
a duly organized meeting may continue to transact business until adjournment, notwithstanding
the withdrawal during such meeting of that number of Members whose absence would cause less
than a quorum.
     5.7Manner of Acting.
     (a)If a quorum is present, the affirmative vote of a majority of the Members
so represented shall be the act of the Members, unless the vote of a greater or lesser proportion
or number is otherwise required by the Act, by the Articles of Organization or by this Agreement.
     (b)Notwithstanding the provisions of Section 5.7(a), the ratification, renewal,
amendment or termination of a Master Contract(s) to the Prime Vendor(s) (except as provided in
Section 5.7(c)(i)), requires the Extraordinary Majority Vote of Members having no direct material
financial interest in the Master Contract(s).
     (c)Notwithstanding the provisions of Sections 5.7(a) and (b), an Extraordinary
Majority Vote is required to effect the following actions:
           (i)to amend the Master Contract(s) or to otherwise contract to provide
         an enhanced feature (i.e., a service which is not part of the Master Contract(s));
         provided, however, that an amendment or contract for 
    1.   an enhanced feature for which the development costs exceed
         $400,000 in any twelve (12) month period, or
    2.   an enhanced feature whose development cost exceeds $750,000 over
         its lifetime, or
    3.   any amendment for an enhanced feature which would cause the cost
         of all enhanced features approved in a twelve-month period to
         exceed $400,000, 
         must have the unanimous approval of all members present and eligible to vote; and
         that written notice of the scheduled vote on the enhanced feature is issued to all
         members one month prior to the date of the meeting at which the enhanced feature
         is voted upon.  Development costs for an enhanced feature requested by and paid
         for by an individual Member shall not be included in these amounts.  Development
         costs shall include costs recovered in upfront fees, in service charges, or otherwise;
         and
           (ii)to amend this Agreement provided, however, that an amendment to
         Section 5.7(c)(i) shall require the unanimous vote or unanimous written consent of
         all Members eligible to vote.
     (d)The Company upon Majority vote of the Members may authorize the Prime
Vendor(s) to provide an enhanced feature at the instance of a Member if either:
           (i)(a) such enhanced feature does not require the incurring of any cost
         or increase any cost to those purchasing number porting or other goods and
         services made available by the Prime Vendor(s) of the system; (b) the making of
         such enhanced feature does not delay the commencement or completion of
         enhanced features to the system authorized by at least an Extraordinary Majority
         Vote of the Members, (c) such enhanced feature does not render the system less
         useful to any Member, and (d) the benefit of such enhanced feature shall be made
         available to all users, on the same, uniform terms and conditions on which the
         benefits of such enhanced features are made available to the requesting Member or
         any other Member, without discrimination, provided that the subsequent users
         reimburse the original requesting Member(s) their proportionate share of the
         upfront development costs paid for such enhanced feature, if any, or
           (ii)(a) the cost of such enhanced feature is funded entirely by the
         Member or Members seeking such enhanced feature in accordance with the funding
         and funding recovery methods established with the Majority Approval of the
         Members, (b) the making of such enhanced feature does not increase any cost to
         those purchasing number porting or other goods and services made available by the
         Prime Vendor(s) of the system, (c) the provision of such enhanced feature does not
         delay the commencement or completion of to the system authorized by at least an
         Extraordinary Majority vote of the Members, (d) such enhanced feature does not
         render the system less useful to any Member and (e) the benefit of such enhanced
         feature shall be made available to all users, on the same, uniform terms and
         conditions on which the benefits of such enhanced features are made available to
         the requesting Member or any other Member, without discrimination, provided that
         the subsequent users reimburse the original requesting Member(s) their
         proportionate share of the upfront development costs paid for such enhanced
         feature, if any.
    The Company may otherwise condition its authorization to the Prime Vendor(s) to provide
an enhanced feature to the System to be made at the instance of a Member in accordance with this
Section 5.7(d) on such reasonable terms and conditions as the Company may determine appropriate
to achieve the purposes of this Agreement, including, without limitation, (1) a requirement that
the enhanced feature be made within a schedule which does not interrupt the continuing utility of
the System to all Members and (2) a requirement that the enhanced feature be made within a
schedule which does not delay the completion of enhanced features previously authorized by the
Company.
     (e)Notwithstanding the provisions of Sections 5.7(a), (b) and (c), the
unanimous vote or written consent of all Members eligible to vote is required to effect the
following actions:
           (i)Formation or acquisition of subsidiaries and entering into
         partnerships, limited liability company agreements, and joint ventures.
           (ii)Incurrence of (1) any indebtedness (other than trade payables
         incurred in the ordinary course of business) or lease, guaranty, indemnification or
         suretyship obligations, or (2) any indebtedness to a Member or an affiliate of a
         Member.
           (iii)The approval of (1) the merger or consolidation of the Company
         with or into another Entity; (2) 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 (3) the reorganization of the Company pursuant to an event
         of bankruptcy.
           (iv)Payment of a distribution of the Company's moneys or other assets
         to any Member prior to dissolution and termination of the Company.
     (v)Issuance of any public policy or public statement by the Company.
     (vi)Entry into any new line of business.
     (f)An amendment to any section or matter calling for a unanimous vote shall
require the unanimous vote or unanimous written consent of all members eligible to vote.
     5.8Proxies.  At all meetings of Members, a Member may vote in person or by proxy
executed in writing by the Member or by a duly authorized attorney-in-fact.  Such proxy shall be
filed with the Company before or at the time of the meeting.  No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy.
     5.9Compensation; Reimbursement of Expenses.  No compensation shall be paid to any
member by the Company or any Member.  However, a Member may be reimbursed for any
authorized expenses reasonably incurred by it in conjunction with the business and affairs of the
Company.
     5.10Conference Telephone.  Any Member may participate in a meeting of the Members
by means of conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in the meeting by means
of such equipment shall constitute presence in person at such meeting.
     5.11Action by Members Without a Meeting.  Action required or permitted to be taken
at a meeting of Members may be taken without a meeting if the action is evidenced by one or more
written consents describing the action taken, signed by each Member entitled to vote and delivered
to the Company for inclusion in the minutes or for filing with the Company records.  Action taken
under this Section is effective when all Members entitled to vote have signed the consent, unless
the consent specifies a different effective date.
     5.12Waiver of Notice.  When any notice is required to be given to any Member, a
waiver thereof in writing signed by the person entitled to such notice, whether before, at or after
the time stated therein, shall be equivalent to the giving of such notice.
                            Article VI
       Duties and Limitation of Liability Members, Officers
   and Persons Serving on Advisory Committees; Indemnification
     6.1Duties of Members; Limitation of Liability.  The Members 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 Member or officer shall not have any liability to the Company or any
other Member by reason of being or having been a Member or officer.  A Member or officer shall
not be liable to the Company or to any other Member or officer for any loss or damage sustained
by the Company or any other Member or officer, unless the loss or damage shall have been the
result of fraud, deceit, gross negligence, willful misconduct, or a wrongful taking by the Member
or officer.
     6.2Members Have No Exclusive Duty to Company.  The Members shall not be
required to manage the Company as their sole and exclusive function and they 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 other Member shall have any right, by virtue of
this Agreement, to share or participate in such other business interests, investments or activities
of a Member or the income or proceeds derived therefrom.  No Member shall incur liability to the
Company or to any other Member solely by reason of engaging in any such other business,
investment or activity.
     6.3Protection of Members and Officers.
     (a)As used in this Section 6.3, the term "Protected Party" refers to the
Members and officers 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 Person, 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.
     6.4Indemnification and Insurance.
     (a)Right to Indemnification.  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 Member, officer 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 Member, officer or agent or
in any other capacity while serving as such a Member, officer or agent of the Company, shall be
indemnified and held harmless by the Company, if the Member, officer or agent acted in good
faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests
of the Company and, with respect to any criminal proceeding, such Member, officer or agent had
reasonable cause to believe that the act or omission was lawful.
     (b)Advancement of Expenses.  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 6.4(a).
     (c)Non-Exclusivity of Rights.  The right to indemnification and the advance-

ment of expenses conferred in this Section 6.4 shall not be exclusive of any right which any person
may have or hereafter acquire under any statute, provision of this Agreement, contract, agreement,
vote of Members or otherwise.  The Members and officers are expressly authorized to adopt and
enter into indemnification agreements for Members, officers and advisory committee members.
     (d)Insurance.  The Members may cause the Company to purchase and maintain
insurance for the Company or its Members and officers on behalf of any person who is or was or
has agreed to become a Member or officer 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.  No amendment, repeal or modification of this
Section 6.4 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.
     6.5Duties of Persons Serving on Advisory Committees; Limitation of Liability;
Indemnification.  The Members shall have the right to form advisory committees.  Persons serving
on an advisory committee, whether or not a Member or officer, 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 or officer and shall be entitled to indemnification and insurance in
the manner provided for Members in this Article VI.  A person serving on an advisory committee
shall not be liable to the Company or to any Member or officer for any loss or damage sustained
by the Company or any Member or officer, unless the loss or damage was the result of fraud,
deceit, gross negligence, willful misconduct, or a wrongful taking by such person.

                           Article VII
                             Officers
     7.1Officers of Company.  The officers of the Company shall consist of a president, a
treasurer and a secretary, or other officers or agents as may be elected and appointed by the
Members.  The officers shall act in the name of the Company and shall supervise its operation
under the direction and management of the Members, as further described below.
     7.2Election and Term of Office.  The officers of the Company shall be elected annually
by the Members by a Majority Vote, in a manner such that the Members shall rotate offices each
year.  Vacancies may be filled or new offices created and filled at any meeting of the Members. 
Each officer shall hold office until his or her death or until he or she shall resign or shall have
been removed in the manner hereinafter provided.  Election or appointment of an officer or agent
shall not of itself create contract rights.
     7.3Removal.  Any officer or agent may be removed by the Members whenever in their
judgment the best interests of the Company would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
     7.4Vacancies.  A vacancy in any office because of death, resignation, removal,
disqualification or otherwise may be filled by the Members for the unexpired portion of the term.
     7.5President.  The president shall be the chief executive officer of the Company and
shall preside at all meetings of the Members.  He or she shall have such other powers and perform
such duties as are specified in this Agreement and as may from time to time be assigned to them
by the Members of the Company.
     7.6The Treasurer.  The treasurer shall be the chief financial officer of the Company. 
The treasurer shall not be required to give a bond for the faithful discharge of his or her duties. 
He or she shall:  (i) have charge and custody of and be responsible for all funds and securities of
the Company; (ii) in the absence of the president, preside at meetings of the Members, (iii) receive
and give receipts for moneys due and payable to the Company from any source whatsoever, and
deposit all such moneys in the name of the Company in such banks, trust companies or other
depositaries as shall be selected by the Members of the Company; and (iv) in general perform all
the duties incident to the office of treasurer and such other duties as from time to time may be
assigned to him or her by the president or by the Members of the Company.
     7.7The Secretary.  The secretary shall:  (i) keep the minutes of the Members' meetings
in one or more books provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of this Agreement or as required by law; (iii) be custodian of
Company records; (iv) keep a register of the post office address of each Member which shall be
furnished to the secretary by such Member; (v) certify the resolutions of the Members, and other
documents to the Company as true and correct thereof; (vi) in the absence of the president and
treasurer, preside at meetings of the Members and (vii) in general perform all duties incident to
the office of secretary and such other duties as from time to time may be assigned to him or her
by the president or the Members of the Company.

                           Article VIII
                  Contributions to the Company;
  Assessments for Administrative Expenses; and Capital Accounts
     8.1Capital Contributions.
     (a)Each Member shall make an Initial Capital Contribution to the Company of
cash within 30 days of its admission as a Member to the Company in an amount equal to $10,000.
     (b)Other than the Initial Capital Contributions of the Members pursuant to
Section 8.1(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 8.2.
     8.2Assessments for Administrative Expenses.
     (a)As used in this Article VIII, 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 its proportionate share of all assessments for Administrative Expenses of the Company. 
Assessments for Administrative Expenses under this Section 8.2 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 180 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 Majority Vote.
           (3)Assessments under this Section 8.2 shall be made no more frequently
         than once per calendar month.
           (4)Assessments under this Section 8.2 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 8.2 shall be
made by the treasurer 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 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)Each Member admitted after the date of this Agreement shall pay to the
Company upon its admission its pro rata share of Administrative Expenses subject to any
adjustment at any time agreed upon by the Members.
     8.3Capital Accounts.  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.  If the Company determines that the manner in which Capital Accounts
are to be maintained pursuant to the preceding provisions of this Section 8.3 should be modified
in order to comply with Code Section 704(b) and the Treasury Regulations, then notwithstanding
anything to the contrary contained in the preceding provisions of this Section 8.3, the method in
which Capital Accounts are maintained shall be so modified; provided, however, that any change
in the manner of maintaining Capital Accounts shall not materially alter the economic agreement
between or among the Members as set forth in this Agreement.
     8.4General Rules Relating to Capital of the Company.
     (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 its Capital Contribution or
receive any return of its Capital Contributions.  No Member shall have any right to demand or
receive property (in return of its Capital Contributions).

                            Article IX
        Allocations, Income Tax, Distributions, Elections,
                  Books and Records and Returns
     9.1Allocation of Profits and Losses.
     (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, net losses for each Fiscal Year and all items
of income, gain, loss or deduction shall be allocated equally to the Members.
     (b)Except as may be otherwise required under the IRC or the Treasury
Regulations thereunder, all items of income, gain, loss and deduction (and items thereof) for
income tax purposes shall be allocated among the Members in the same manner as its correlative
item of "book" income, gain, loss or deduction is allocated pursuant to Section 9.1(a) were
allocated to the Members hereunder.
     9.2Distributions Prior to Dissolution and Termination.  
     (a)Prior to the dissolution and termination of the Company, no distributions
of Distributable Cash shall be made by the Company to the Members without the unanimous
consent of the Members.  Any distributions of Distributable Cash under this Section 9.2 shall be
made equally to the Members.
     (b)No distributions shall be made and paid if, after the distribution is made
either (i) the Company would be insolvent; or (ii) the net assets of the Company would be less than
zero.  The Members may base a determination that a distribution may be made under Section 9.2
in good faith reliance upon a balance sheet and profit and loss statement of the Company fairly
reflecting the financial condition of the Company represented to be correct by the Secretary or
certified by an independent public or certified public accountant or firm of accountants.
     9.3Books, Records and Reports.
     (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.  At a minimum, the secretary shall keep at the Company's principal
place of business the following records:
    (i)    A current list of the full name and post office address of each Member;
         (ii)   A copy of the Articles of Organization and all amendments thereto,
together with executed copies of any powers of attorney pursuant to which any amendment has
been executed;
        (iii)  Copies of the Company's financial statements and federal, state and local
income tax returns and reports, if any, for the three most recent years; and
        (iv)   Copies of the Company's currently effective written Limited Liability
Operating Agreement, as amended.
     (b)The treasurer 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.
     9.4Methods of Accounting.  The method of accounting to be used in keeping the books
of the Company shall be determined by the Members in accordance with applicable law.
     9.5Returns and Other Elections.  The treasurer shall cause the preparation and timely
filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax
returns deemed necessary and required in each jurisdiction in which the Company does business. 
Copies of such returns or pertinent information therefrom shall be furnished to the Members
within a reasonable time after the end of the Company's Fiscal Year.  All elections permitted to
be made by the Company under federal or state laws shall be made by the treasurer in his or her
sole discretion.  In recognition of the fact that the Company expects to be treated as a partnership
for U.S. federal income tax purposes, the Members agree to treat their Membership Interest as
partnership interests for U.S. federal and state income tax reporting purposes.
     9.6Tax Matters Partner.  AT&T Communications of Illinois, Inc. is designated the
"Tax Matters Partner" (as defined in Code Section 6231), and is authorized and required to
represent the Company (at the Company's expense) in connection with all examinations of the
Company's affairs by tax authorities, including, without limitation, administrative and judicial
proceedings, and to expend Company funds for professional services and costs associated
therewith.  The Members agree to cooperate with each other and to do or refrain from doing any
and all things reasonably required to conduct such proceedings.

                            Article X
                  Transferability and Withdrawal
     10.1Restrictions on Transferability.  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 of any portion of its Membership Interest without the
prior written consent of a majority of the 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.  A transfer to a parent of a Member or to an affiliate in
which the Member holds at least a 50% interest or which holds at least a 50% interest in the
Member, shall not be deemed to be a transfer for purposes of this paragraph.
     10.2Voluntary Withdrawal.  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, however, that, prior to dissolution
and liquidation of the Company, 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.
     10.3Involuntary Withdrawal.  A Member may be removed at any time with cause by
a vote of two-thirds of all Members eligible to vote and all of its Membership Interest shall be
repurchased.  The Company shall pay to the removed Member any positive balance in its Capital
Account within ninety (90) days from the date of the removal.  The remaining Members shall have
the right in their sole discretion at any time within sixty (60) days of the removal to determine all
net profits and net losses of the Company as of the date of such removal, to determine and deduct
the amount of unpaid assessments and to make appropriate credits and debits to the Members'
Capital Accounts.  The Capital Account of the removed Member as of the date of determination
shall be conclusively deemed to be the fair value of all of its Membership Interest and the payment
provided for in this Section 10.3, shall be the full and only consideration for the redemption of the
removed Member's Membership Interest.

                            Article XI
                            Membership
     11.1Admission to Membership.  From the date of the formation of the Company,
membership in the Company will be limited to:  (a) all facilities-based carriers certificated by a
Commission to provide local exchange telecommunications service in a state in the Midwest
Region that express an intent in writing to LNP to port numbers in the Midwest Region, after the
first date any local exchange carrier utilizes the system under the Master Contract(s) to port
numbers, or (b) other facilities-based carriers that have filed to provide local exchange
telecommunications service in the Midwest Region and express an intent in writing to LNP to port
numbers in the Midwest Region after the first date any local exchange carrier utilizes the system
under the Master Contract(s) to port numbers.  The Members reserve the right to modify this
membership criteria from time to time as appropriate.
     11.2Membership Requirements.  To become a Member of the Company and thereby
obtain a Membership Interest in the Company, an Entity must:  (1) demonstrate to the Members
that it meets the admissions criteria in Section 11.1, (2) execute this Agreement or a written
counterpart to this Agreement, and (3) contribute its initial Capital Contribution in accordance
with Section 8.1 and pay its share of prior assessments of Administrative Expenses accrued in the
prior 180 days, as determined by the Members.  Failure to satisfy the aforementioned
requirements will result in denial of membership or revocation of membership which shall be
implemented by the Members any time after 30 days written notice an opportunity to cure 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 share of assessments made under Section 8.2,
and any failure to so comply will result in revocation of membership which shall be implemented
by the Members any time after 30 days written notice has been provided to the Member.
                           Article XII
                   Dissolution and Termination
     12.1Dissolution.  The Company shall be dissolved upon the occurrence of either of the
following events:
    (a)
     (i)the expiration of the term of the Company as specified in Section 2.5; or
     (ii)by the Extraordinary Majority Vote of all of the Members.
     (b)Dissolution of the Company shall be effective on expiration of the term of the
Company or on the day written consent of the Members is had, as the case may be, but the
Company shall not terminate until the articles of dissolution shall be filed with the Secretary of
State of the State of Illinois and the assets of the Company are distributed as provided in
Section 12.2 below.  Notwithstanding the dissolution of the Company, prior to the termination of
the Company, the business of the Company and the affairs of the Members shall continue to be
governed by this Agreement.
     12.2Winding Up, Liquidation, and Distribution of Assets.  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 Members 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 Members shall:
     (a)sell or otherwise liquidate all of the Company's assets as promptly as
practicable (except to the extent the Members, by Majority Vote, 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:
                      (1)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 Section 8.3 of this Agreement to reflect such deemed sale.
                      (2)Distributions shall be made according to the positive balance(s) (if
         any) of the Members' and former Member's 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
         Members, with any assets distributed in kind being valued for this purpose at their
         fair market value.
     (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 Person for any purpose whatsoever.
     (f)terminate the Company for tax purposes upon completion of the winding up,
liquidation, and distribution of the assets.
     (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.
     12.3Articles of Dissolution.  When all debts, liabilities, and obligations have been paid
and discharged or adequate provisions have been made therefor and all of the remaining property
and assets have been distributed to the Members, an Articles of Dissolution shall be executed,
which Articles shall set forth the information required by the Illinois Act.  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 Illinois Act.  The Members 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.
     12.4Return of Contribution - Nonrecourse to Other Members.  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 XIII
                     Miscellaneous Provisions
     13.1Further Assurances.  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.
     13.2Notices.  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 U.S. mail and shall be effective upon receipt,
provided that notices shall be presumed to have been received if given by U.S. mail or 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.
     13.3Choice of Law and Forum; FCC and ICC Applicability.  This Agreement and any
claims arising hereunder or related hereto, whether in contract or tort, shall be governed by the
domestic laws of the State of Illinois, except provisions relating to conflict of laws.  Any suit
regarding this Agreement must be brought in a court of competent jurisdiction in Cook County,
Illinois.  Any suit brought by one Member against another Member concerning the subject matter
of this Agreement must be brought within one year from the date such cause of action accrues. 
This Agreement is subject to any FCC promulgations or Commission rules and regulations on
local number portability which may control.
     13.4Entire Agreement.  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.
     13.5Amendment.  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 Members holding an Extraordinary Majority Vote, except for provisions requiring
a unanimous vote herein, which provision shall require a unanimous vote to amend.
     13.6Effect of Waiver of Consent.  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.
     13.7Facsimiles.  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.
     13.8Limitation on Rights of Others.  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.
     13.9Rights and Remedies Cumulative.  Except as otherwise provided in Section 4.6, the
rights and remedies provided by this Agreement are cumulative and use of any one right to 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.
     13.10Successors and Assigns.  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.
     13.11Investment Representations.  The parties to this Agreement agree as follows with
respect to investment representations:
     (a)The undersigned Members understand:
     (i)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 Illinois 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;
     (ii)that the Company has relied upon the fact that a Membership Interest
is to be held by each Member for investment; and
     (iii)that exemption from resignation 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
Membership is acquiring the Membership Interest for the Member's own account, for investment
and not with a view to resale or distribution.
     (i)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.
     (ii)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.
     (iii)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.
     13.12Counterparts.  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.
     13.13Proposed Treasury Regulation Section 301.7701-2.  Upon finalization of proposed
Treasury Regulation Section 301.7701-2 the Members shall take such actions and execute such
documents they deem necessary, if any, under such Treasury Regulations in order to elect the
classification of partnership for the Company for federal tax purposes.
     13.14Confidentiality.  Each Member shall protect the confidential nature of information
provided by the other party, or to which the receiving party obtains access by virtue of its
performance under this Agreement, that either has been identified as confidential by the disclosing
party or by its nature warrants confidential treatment.  The receiving party shall use such
information only for the purposes of this Agreement and shall not disclose it to anyone except its
employees who have a need to know the information.  These nondisclosure obligations shall not
apply to information that is or becomes public through no breach of this Agreement, is received
from a third party free to disclose it, is independently developed by the receiving party or is
required by law to be disclosed.  Confidential information shall be returned to the disclosing party
upon its request.

                 (Signatures appear on next page)    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.

AT&T Communications of Illinois, Inc.  Ameritech Information Industry Services, a
                                       Division of Ameritech Services, Inc., on
                                       behalf of Ameritech Illinois


 BY:                                             BY:                                                 
     Name:    Name:
     Title:    Title



 MCImetro Access Transmission Services, Inc.MFS Intelenet of Illinois, Inc.


 BY:                                               BY:                                                 
     Name:     Name:
     Title:     Title:



Teleport Communications Group, Inc.    Sprint/United Management Company, on
                                       behalf of Central Telephone Company of
                                       Illinois


 BY:                                               BY:                                                 
     Name:     Name:
     Title:     Title:
                            EXHIBIT A

                         LIST OF MEMBERS


Name of Member, Member's State(s) of Incorporation, Address of Member

TCG Illinois
a New York general partnership
One Teleport Drive
Staten Island, NY
Attn:  General Counsel


AT&T Communications of Illinois, Inc.
an Illinois corporation
227 West Monroe Street
Chicago, IL 60606
Attn:  Vice President Law and Government Affairs


Ameritech Information Industry Services, a division of Ameritech Services Inc.,
a Delaware corporation
350 North Orleans, Third Floor
Chicago, IL  60654
Attn:  Vice President and General Counsel


MCImetro Access Service, Inc.
a Delaware corporation
2250 Lakeside Blv.
Richardson, Texas 75082

   with a copy to:

   MCI Telecommunications Corporation
   205 North Michigan Avenue, Ste 3700
   Chicago, IL  60601
   Attn:  Law and Public Policy


MFS Intelnet of Maryland, Inc.
a Delaware corporation
Corporation Trust Center
3000 K Street, N.W., Suite 300
Washington, DC  20007-3841
Attn:  Senionr Vice President Legal & Regulatory Affairs


Sprint/United Management Company
a Kansas corporation
2330 Shawnee Mission Pkwy.
Westwood, KS  66205
Attn:  Vice President Network Planning
Mailstop:  KSWESB0312




                            EXHIBIT B

       TERMS AND CONDITIONS GOVERNING INTELLECTUAL PROPERTY
                   AND CONFIDENTIAL INFORMATION


  I.Intellectual Property
     (A)Rights In and To Technology:
     (1)To the extent that any new technology and/or any improvements,
enhancements or modifications to existing technology are developed for LNP ("LNP Technology"),
LNP may endeavor to obtain appropriate ownership or use rights in and to LNP Technology and all
intellectual property and other proprietary rights therein.
     (2)To the extent LNP 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 LNP
Technology on terms and conditions for Member use of LNP Technology to be developed by LNP
("LNP 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 LNP, any license rights
in and to LNP Technology shall be treated in accordance with the LNP Terms and Conditions.
     (5)Upon the dissolution and termination of LNP, rights in and to LNP
Technology shall be disposed of as determined by LNP 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 to or in such technology to LNP or any individual Member.
    (B)  Rights In and To Trademarks, Service Marks,
         Logos and Other Proprietary Marks          
     (1)To the extent that LNP develops any trademarks, service marks, logos and
other proprietary marks ("Marks"), LNP shall hold all rights in and to any LNP Marks.
     (2)To the extent that LNP develops any LNP Marks, upon request, a Member
may obtain the right to use the LNP Marks for uses consistent with policies to be developed by LNP
for Member use of LNP 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 LNP, any use rights in
and to the LNP Marks automatically shall terminate.
     (5)Upon the dissolution and termination of LNP, rights in and to LNP Marks shall
be disposed of as determined by the LNP 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 LNP
or any individual Member.

 II.Confidential Information
     (A)Rights in And to Confidential Information.
     (1)To the extent that any LNP business, financial, trade secrets, data or other
technical information shall be deemed confidential by LNP ("LNP Confidential Information"), each
Member shall protect any LNP Confidential Information to which it is exposed as a result of LNP
activities from disclosure to other than LNP 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 LNP activities from disclosure to a Non-Member
Entity using the same degree of care used to protect the Member's own Membership Confidential
Information.  A Member may utilize LNP and Member Confidential Information (collectively,
"Confidential Information") solely for the purposes of LNP activities.
     (2)All Confidential Information is the property of LNP or the respective Member, as
appropriate.  Upon the written request of LNP or the owning Member at any time, or upon the
withdrawal or expulsion of a Member from LNP, 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 the dissolution and termination of LNP, rights in and to LNP 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 LNP or any individual Member.                           LNP, L.L.C.



              AMENDED AND RESTATED LIMITED LIABILITY
                    COMPANY OPERATING AGREEMENT                        TABLE OF CONTENTS
                                                             Page

 Article IDefinitions and Rules of Construction. . . . . . . .  1
          1.1Definitions . . . . . . . . . . . . . . . . . . .  1
          1.2Rules of Construction . . . . . . . . . . . . . .  4
          1.3Effect of Agreement; Severability and Reformation  4

 Article IIFormation of Company. . . . . . . . . . . . . . . .  5
          2.1Formation . . . . . . . . . . . . . . . . . . . .  5
          2.2Name. . . . . . . . . . . . . . . . . . . . . . .  6
          2.3Principal Office. . . . . . . . . . . . . . . . .  6
          2.4Resident Agent and Office . . . . . . . . . . . .  6
          2.5Term. . . . . . . . . . . . . . . . . . . . . . .  6

 Article IIIBusiness and Nature of the Company . . . . . . . .  6
          3.1Permitted Businesses. . . . . . . . . . . . . . .  6
          3.2No Partnership Intended for Non-Tax Purposes. . .  8

 Article IVRights and Obligations of Members . . . . . . . . .  8
          4.1Membership Interest and Voting Rights . . . . . .  8
     4.2Limitation of Liability. . . . . . . . . . . . . . . .  9
     4.3Nature of Interests. . . . . . . . . . . . . . . . .    9
     4.4Access to Company Books and Records. . . . . . . . . .  9
     4.5Priority and Return of Capital . . . . . . . . . . . . 10
     4.6Internal Dispute, Review, Arbitration and Mediation. . 10
          4.7No Preemptive Rights. . . . . . . . . . . . . . . 11

 Article VRights and Duties of, Designation and Election of, and Conduct of
    Business by Members. . . . . . . . . . . . . . . . . . . . 12
          5.1Management. . . . . . . . . . . . . . . . . . . . 12
          5.2Meetings. . . . . . . . . . . . . . . . . . . . . 12
          5.3Place of Meetings . . . . . . . . . . . . . . . . 12
          5.4Notice of Meetings. . . . . . . . . . . . . . . . 12
          5.5Record Date . . . . . . . . . . . . . . . . . . . 13
          5.6Quorum. . . . . . . . . . . . . . . . . . . . . . 13
          5.7Manner of Acting. . . . . . . . . . . . . . . . . 14
          5.8Proxies . . . . . . . . . . . . . . . . . . . . . 17
     5.9Compensation; Reimbursement of Expenses. . . . . . .   18
          5.10Conference Telephone . . . . . . . . . . . . . . 18
          5.11Action by Members Without a Meeting. . . . . . . 18
          5.12Waiver of Notice . . . . . . . . . . . . . . . . 18

 Article VIDuties and Limitation of Liability Members, Officers
         and Persons Serving on Advisory Committees; Indemnification 19
          6.1Duties of Members; Limitation of Liability. . . . 19
          6.2Members Have No Exclusive Duty to Company . . . . 19
          6.3Protection of Members and Officers. . . . . . . . 20
          6.4Indemnification and Insurance . . . . . . . . . . 21
     6.5Duties of Persons Serving on Advisory Committees; 
    Limitation of Liability; Indemnification . . . . . . . .   22

 Article VIIOfficers . . . . . . . . . . . . . . . . . . . . . 23
          7.1Officers of Company . . . . . . . . . . . . . . . 23
          7.2Election and Term of Office . . . . . . . . . . . 23
          7.3Removal . . . . . . . . . . . . . . . . . . . . . 23
          7.4Vacancies . . . . . . . . . . . . . . . . . . . . 23
          7.5President . . . . . . . . . . . . . . . . . . . . 24
          7.6The Treasurer . . . . . . . . . . . . . . . . . . 24
     7.7The Secretary. . . . . . . . . . . . . . . . . . . . . 24

 Article VIIIContributions to the Company; Assessments for Administrative
    Expenses; and Capital Accounts . . . . . . . . . . . . . . 25
          8.1Capital Contributions . . . . . . . . . . . . . . 25
          8.2Assessments for Administrative Expenses . . . . . 25
     8.3Capital Accounts . . . . . . . . . . . . . . . . . . . 27
          8.4General Rules Relating to Capital of the Company. 27

 Article IXAllocations, Income Tax, Distributions, Elections, Books and
    Records and Returns. . . . . . . . . . . . . . . . . . . . 28
          9.1Allocation of Profits and Losses. . . . . . . . . 28
          9.2Distributions Prior to Dissolution and Termination 28
          9.3Books, Records and Reports. . . . . . . . . . . . 29
          9.4Methods of Accounting . . . . . . . . . . . . . . 29
          9.5Returns and Other Elections . . . . . . . . . . . 30
          9.6Tax Matters Partner . . . . . . . . . . . . . . . 30

 Article XTransferability and Withdrawal . . . . . . . . . . . 30
          10.1Restrictions on Transferability. . . . . . . . . 30
          10.2Voluntary Withdrawal . . . . . . . . . . . . . . 31
          10.3Involuntary Withdrawal . . . . . . . . . . . . . 31

 Article XIMembership. . . . . . . . . . . . . . . . . . . . . 32
          11.1Admission to Membership. . . . . . . . . . . . . 32
          11.2Membership Requirements. . . . . . . . . . . . . 32

 Article XIIDissolution and Termination. . . . . . . . . . . . 33
          12.1Dissolution. . . . . . . . . . . . . . . . . . . 33
          12.2Winding Up, Liquidation, and Distribution of Assets 33
          12.3Articles of Dissolution. . . . . . . . . . . . . 35
          12.4Return of Contribution - Nonrecourse to Other Members 35

 Article XIIIMiscellaneous Provisions. . . . . . . . . . . . . 36
          13.1Further Assurances . . . . . . . . . . . . . . . 36
          13.2Notices. . . . . . . . . . . . . . . . . . . . . 36
          13.3Choice of Law and Forum; FCC and ICC Applicability 36
          13.4Entire Agreement . . . . . . . . . . . . . . . . 37
          13.5Amendment. . . . . . . . . . . . . . . . . . . . 37
          13.6Effect of Waiver of Consent. . . . . . . . . . . 37
          13.7Facsimiles . . . . . . . . . . . . . . . . . . . 38
          13.8Limitation on Rights of Others . . . . . . . . . 38
          13.9Rights and Remedies Cumulative . . . . . . . . . 38
          13.10Successors and Assigns. . . . . . . . . . . . . 39
          13.11Investment Representations. . . . . . . . . . . 39
          13.12Counterparts. . . . . . . . . . . . . . . . . . 40
     13.13Proposed Treasury Regulation Section 301.7701-2. . . 41
     13.14Confidentiality. . . . . . . . . . . . . . . . . . . 41

 EXHIBIT ALIST OF MEMBERS. . . . . . . . . . . . . . . . . . .A-1

 EXHIBIT BTERMS AND CONDITIONS GOVERNING INTELLECTUAL
    PROPERTY AND CONFIDENTIAL INFORMATION. . . . . . . . . . .B-1