Exhibit 10.57


AMENDMENT NO. 3


to the


INTERCONNECTION AGREEMENT


between


VERIZON NEW JERSEY INC.


and


SPRINT COMMUNICATIONS COMPANY L.P.


          This
Amendment No. 3 (this “Amendment”) is made this 5th day of March,
2001 by and between Verizon New Jersey Inc., f.k.a., Bell Atlantic – New
Jersey, Inc. a New Jersey corporation (“VERIZON”), and Sprint Communications
Company L.P., a Delaware limited partnership (“SPRINT”). (VERIZON and SPRINT
may be hereinafter referred to, each individually, as a “Party,” and,
collectively, as the “Parties”).


WITNESSETH:


          WHEREAS,
VERIZON and SPRINT are Parties to an Interconnection Agreement under Sections
251 and 252 of the Communications Act of 1934 dated May 15, 1998 (the
“Interconnection Agreement”); and


          WHEREAS,
VERIZON and SPRINT wish to exchange certain traffic over two-way trunk groups;


          NOW,
THEREFORE, in consideration of the promises and mutual agreements set forth
herein, the Parties agree to amend the Interconnection Agreement as follows:


          1.
Amendment to Interconnection Agreement. Effective as of the date first
set forth above, the Interconnection Agreement is amended hereby as follows:


a) Two-Way Traffic Exchange Trunks.
Notwithstanding anything set forth in the Interconnection Agreement, the Parties
shall configure separate One-Way Traffic Exchange Trunks (trunks with traffic
going in one direction, including one-way trunks and uni-directional two-way
trunks) for the delivery of traffic from SPRINT to VERIZON, and for the
delivery of traffic from VERIZON to SPRINT, respectively; provided, however,
that in lieu thereof, upon agreement of the Parties to use Two-Way Traffic
Exchange Trunks (trunks with traffic going in both directions) for the exchange
of traffic between the networks of VERIZON and SPRINT, VERIZON shall provide
such Two-Way Traffic Exchange Trunks pursuant, and subject, to the


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rates, terms and conditions set forth below:


                    (1)
The applicable rates, terms and conditions, in VERIZON’s Tariffs, including,
but not limited to, NJ B.P.U No. 2 as amended from time-to-time, are made a
part of this Amendment. 


                    (2)
The rates for Two-Way Traffic Exchange Trunks and related services, facilities
and arrangements, including, but not limited to, the facilities on which the
Two-Way Traffic Exchange Trunks ride, shall be as provided in the
Interconnection Agreement, as such Interconnection Agreement is amended from
time-to-time, including, but not limited to, by this Amendment.


                    (3)
Where the Parties have agreed to use Two-Way Traffic Exchange Trunks, prior to
ordering any Two-Way Traffic Exchange Trunks from VERIZON, SPRINT shall meet
with VERIZON to conduct a joint planning meeting (“Joint Planning Meeting”). At
that Joint Planning Meeting, each Party shall provide to the other Party
originating Hundred Call Second information, and the Parties shall mutually
agree on the appropriate initial number of Two-Way End Office and Tandem
Traffic Exchange Trunks and the interface specifications at the Point of
Interconnection (“POI”). Where the Parties have agreed to convert existing
One-Way Traffic Exchange Trunks to Two-Way Traffic Exchange Trunks, at the
Joint Planning Meeting, the Parties shall also mutually agree on the conversion
process and project intervals for conversion of such One-Way Traffic Exchange
Trunks to Two-Way Traffic Exchange Trunks.


                    (4)
Two-Way Traffic Exchange Trunks shall be from a VERIZON End Office or Tandem to
a mutually agreed upon POI. 


                    (5)
SPRINT shall provide a two (2) year traffic
forecast (“Initial Forecast”) to VERIZON of the number of End Office and Tandem
Two-Way Traffic Exchange Trunks that SPRINT anticipates VERIZON will need to
provide during the ensuing two (2) year period. SPRINT’s Initial Forecast shall
provide the number of trunks for delivery of traffic to and from VERIZON over
each Two-Way Traffic Exchange Trunk group over the next eight (8) quarters. If
SPRINT has not provided such Initial Forecast to VERIZON in February 2001,
SPRINT agrees to provide such Initial Forecast to VERIZON within forty-five
(45) days of executing this Amendment. Thereafter, the Initial Forecast shall
be updated, and forecasts shall be provided to VERIZON on an as-needed basis
but no less frequently than semiannually in accordance with VERIZON’s
forecasting cycle. All forecasts shall comply with the VERIZON CLEC
Interconnection Trunking Forecast Guide and shall include, at a minimum, Access
Carrier Terminal Location (“ACTL”), traffic type (Local Traffic/Toll
Traffic/Internet Traffic), code (identifies trunk group), A location/Z location
(CLLI codes for SPRINT-IPs and VERIZON-IPs), interface type (e.g., DS3), and
trunks in service each year (cumulative).


                         In
addition, the Parties will hold joint planning sessions, as needed, to address
trunk engineering, utilization, and forecasting issues. At these meetings,
subject to Section 11 (“Confidential Information”) of the Interconnection
Agreement, the Parties will each share their historical trunk group usage data
(and other applicable trunk group utilization data) for trunk groups dedicated
to traffic between the Parties. The Parties agree to work together


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cooperatively in: the
establishment of new trunk groups; assessing utilization of, and sizing
additions to, existing trunk groups; and, reducing trunk quantities for
underutilized trunk groups. 


                    (6)
Two-Way Traffic Exchange Trunks shall have SS7 Common Channel Signaling. The
Parties agree to utilize B8ZS and Extended Super Frame (ESF) DS1 facilities,
where available. 


                    (7)
With respect to End Office Two-Way Traffic Exchange Trunks, both Parties shall
use an economic Hundred Call Second equal to five (5).


                    (8)
Two-Way Traffic Exchange Trunk groups that connect to a VERIZON access Tandem
shall be engineered using a design blocking objective of Neal-Wilkenson B.005
during the average time consistent busy hour. Two-Way Traffic Exchange Trunk
groups that connect to a VERIZON local Tandem shall be engineered using a
design blocking objective of Neal Wilkenson B.01 during the average time
consistent busy hour. VERIZON and SPRINT shall engineer Two-Way Traffic
Exchange Trunks using BOC Notes on the LEC Networks SR-TSV-002275.


                    (9)
The performance standard for final Two-Way Traffic Exchange Trunks shall
be that no such Traffic Exchange Trunk group will exceed its design blocking
objective (B.005 or B.01, as applicable) for three (3) consecutive calendar traffic
study months.


                    (10)
SPRINT shall determine and order the number of Two-Way Traffic Exchange Trunks
that are required to meet the applicable design blocking objective for all
traffic carried on each Two-Way Traffic Exchange Trunk group. SPRINT shall
order Two-Way Traffic Exchange Trunks by submitting ASRs to VERIZON setting
forth the number of Two-Way Traffic Exchange Trunks to be installed and the
requested installation dates within VERIZON’s effective standard intervals or
negotiated intervals, as appropriate. SPRINT shall complete ASRs in accordance
with Ordering and Billing Forum Guidelines as in effect from time to time. 


                    (11)
VERIZON may monitor Two-Way Traffic Exchange Groups using service results for
the applicable design blocking objective. If VERIZON observes blocking in
excess of the applicable design objective on any final Two-Way Traffic Exchange
Trunk group and SPRINT has not notified VERIZON that it has corrected such
blocking, VERIZON may submit to SPRINT a Trunk Group Service Request directing
SPRINT to remedy the blocking. Upon receipt of a Trunk Group Service Request,
SPRINT will complete an ASR to augment the Two-Way Traffic Exchange Group with
excessive blocking and submit the ASR to VERIZON within five (5) business days.


                    (12)
In the event the traffic volume between a VERIZON End Office and the SPRINT
POI, which is carried by a Final Tandem Traffic Exchange Trunk group, exceeds
the Hundred Call Second busy hour equivalent of one (1) DS-1 at any time or
200,000 combined minutes of use for a single month, except as otherwise agreed
by the Parties, SPRINT shall promptly submit an ASR to VERIZON to establish new
End Office Two-Way Traffic Exchange Trunks between that VERIZON End Office and
the SPRINT POI.


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                    (13)
The Parties will review all Tandem Two-Way Traffic Exchange Trunk groups that
reach a utilization level of seventy (70%) percent or greater to determine
whether those groups should be augmented. SPRINT will promptly augment all
Tandem Two-Way Traffic Exchange Trunk groups that reach a utilization level of
eighty percent (80%) by submitting ASRs for additional trunks sufficient to
attain a utilization level of approximately seventy percent (70%), unless the
Parties agree that additional trunking is not required. For each Tandem Two-Way
Traffic Exchange Trunk group with a utilization level of less than sixty
percent (60%), except as otherwise agreed by the Parties, SPRINT will promptly
submit ASRs to disconnect a sufficient number of Traffic Exchange Trunks to
attain a utilization level of approximately sixty percent (60%) for each
respective group. In the event SPRINT
fails to submit an ASR for Two-Way Traffic
Exchange Trunks in conformance with this section, VERIZON may bill SPRINT
for the excess Traffic Exchange Trunks at
the applicable VERIZON rates.


                    (14)
Because VERIZON will not be in control of the timing and sizing of the Two-Way
Traffic Exchange Trunks between its network and SPRINT’s network, except for
unexcused missed installation appointments, VERIZON’s performance in connection
with these Two-Way Traffic Exchange Trunk groups shall not be subject to any
performance measurements and remedies under this Agreement, and, except as
otherwise required by Applicable Law, under any FCC or Commission approved
carrier-to-carrier performance assurance guidelines or plan. 


                    (15)
Upon three (3) months prior written notice and with the mutual agreement of the
Parties, either Party may withdraw its traffic from a Two-Way Traffic Exchange
Trunk group and install One-Way Traffic Exchange Trunks to the other Party’s
POI.


                    (16)
Both parties shall use a DS-3 facilities interface at the POI for Two-Way
Traffic Exchange Trunks. Upon mutual agreement, the Parties may use other types
of interfaces (such as, where available, STS-1 or OC-n) at the POI. When Two-Way Traffic Exchange Trunks are
provisioned using a DS-3 interface facility, SPRINT shall order the multiplexed
DS-3 facilities to the VERIZON Central Office that is designated in the NECA 4
Tariff as an Intermediate Hub location, unless otherwise agreed to in writing
by VERIZON. The specific NECA 4 Intermediate Hub location to be used for
Two-Way Traffic Exchange Trunks shall be in the appropriate Tandem subtending
area based on the LERG. In the event the appropriate DS-3 Intermediate Hub is
not used, then SPRINT shall pay 100% of the facility charges for the Two-Way
Traffic Exchange Trunks. 


                    (17)
Notwithstanding any other provision of the Interconnection Agreement or this
Amendment, Two-Way Traffic Exchange Trunks shall only carry Local Traffic,
IntraLATA Toll Traffic and Internet Traffic.


                    (18)
Except as set forth in the next sentence or
otherwise agreed in writing by the Parties, the total number of Tandem Two-Way
Traffic Exchange Trunks between SPRINT’s network and a VERIZON Tandem will be
limited to a maximum of 240 trunks. The total number of Two-Way Traffic Exchange
Trunks between SPRINT’s network and a VERIZON Tandem listed in Attachment A of
this Amendment shall be limited to a maximum of 672 trunks, unless otherwise
mutually agreed to in writing by the parties. In the event that the


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volume of traffic between
SPRINT’s network and a VERIZON Tandem exceeds, or reasonably can be anticipated
to exceed, the capacity of the maximum permitted number of Tandem Two-Way
Traffic Exchange Trunks, SPRINT shall promptly submit an ASR to VERIZON to
establish new or additional End Office Trunks to insure that the volume of
traffic between SPRINT’s network and the VERIZON Tandem does not exceed the
capacity of the maximum permitted number of Tandem Two-Way Traffic Exchange
Trunks. 


                    (19)
SPRINT will route its traffic to VERIZON over End Office and Tandem Two-Way
Traffic Exchange Trunks in accordance with SR-TAP191, including but not limited
to those standards requiring that a call from SPRINT to a VERIZON End Office
will first be routed to the End Office Traffic Exchange Trunk group between
SPRINT and the VERIZON End Office. 


                    (20)
The Parties will work cooperatively to calculate a Proportionate Percentage of
Use (“PPU”) factor for each facility on which the Two-Way Traffic Exchange
Trunks ride, based on the total number of minutes of traffic that each Party
sends over the Two-Way Traffic Exchange Trunks riding on that facility. SPRINT
will pay a percentage of VERIZON’s monthly recurring charges for each facility
on which the Two-Way Traffic Exchange Trunks ride equal to SPRINT’s percentage
of use of that facility as shown by the PPU. The PPU shall not be applied to
calculate the charges for any portion of a facility that is on SPRINT’s side of
the SPRINT-IP, which charges shall be solely the financial responsibility of
SPRINT. During the first full calendar quarter (and any partial calendar
quarter preceding such first full calendar quarter) after the first Two-Way
Traffic Exchange Trunk is established on a facility, the PPU for that facility
will be fifty percent (50%) for each Party. For each calendar quarter
thereafter, the Parties shall recalculate the PPU using actual traffic usage
data for the preceding calendar quarter.


                    Non-recurring
charges for each facility on which the Two-Way Traffic Exchange Trunks ride
shall be apportioned as follows: (a) for the portion of the facility on
VERIZON’s side of the SPRINT-IP, SPRINT shall pay 50% of VERIZON’s
non-recurring charges; and, (b) for the portion of the facility on SPRINT’s side
of the SPRINT-IP, SPRINT shall be solely responsible for the non-recurring
charges.


                    Nothing
in this Amendment changes a Party’s obligations under the Interconnection
Agreement to provide for the transport and termination of traffic on its side
of its Interconnection Point. 


                    If
SPRINT is required to establish geographically relevant interconnection points
in accordance with Applicable Law or the Interconnection Agreement and SPRINT
fails to establish such geographically relevant interconnection points, SPRINT
will be responsible for one hundred percent (100%) of all recurring and
non-recurring charges for Two-Way Traffic Exchange Trunks and related services,
facilities and arrangements (including, but not limited to, one hundred percent
{100%} of all recurring and non-recurring charges for the facilities on which
the Two-Way Traffic Exchange Trunks ride), that arise between the time when
SPRINT is first required to establish geographically relevant interconnection points
and the time when SPRINT actually establishes such geographically relevant
interconnection points. Except to the


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extent that SPRINT is required
to establish geographically relevant interconnection points by Applicable Law
or the Interconnection Agreement, the preceding sentence shall not be deemed to
require SPRINT to establish geographically relevant interconnection points.


                    (21)
If SPRINT materially breaches a material term of this Section 1(a), and has not
remedied such breach within thirty (30) days of written notice thereof, VERIZON
may cease provisioning Two-Way Traffic Exchange Trunks under this Amendment.


          2.
Conflict Between this Amendment and the Interconnection Agreement. This
Amendment shall be deemed to revise the terms and provisions of the
Interconnection Agreement to the extent necessary to give effect to the terms
and provisions of this Amendment. In the event of a conflict between the terms
and provisions of this Amendment and the terms and provisions of the
Interconnection Agreement, this Amendment shall govern, provided, however, that the
fact that a term or provision appears in this Amendment but not in the
Interconnection Agreement, or in the Interconnection Agreement but not in this
Amendment, shall not be interpreted as, or deemed grounds for finding, a
conflict for purposes of this Section 2.


          3.
Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed and delivered shall be an original
and all of which together shall constitute one and the same instrument.


          4.
Captions. The Parties acknowledge that the captions in this Amendment
have been inserted solely for convenience of reference and in no way define or
limit the scope or substance of any term or provision of this Amendment.


          5.
Scope of Amendment. This Amendment shall amend, modify and revise the
Interconnection Agreement only to the extent set forth expressly in Section 1
of this Amendment, and, except to the extent set forth in Section 1 of this
Amendment, the terms and provisions of the Interconnection Agreement shall
remain in full force and effect after the date first set forth above.


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          IN
WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly
executed and delivered by their duly authorized representatives as of the date
first set forth above.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SPRINT COMMUNICATIONS COMPANY L.P.

 	
  

 	
 VERIZON –NEW JERSEY INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 	
  

 	
 By:

 	
 /s/ Jeffrey A. Masoner

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Printed: 

 	
  

 	
  

 	
 Printed: 

 	
           Jeffrey
 A. Masoner

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title:

 	
  

 	
  

 	
  

 	
 Title: 

 	
 Vice-President - Interconnection Services Policy & Planning

 	
  

 
	
  

 	

 


 	
  

 	
  

 	
 

 	
  

 


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ATTACHMENT A


VERIZON-NEW JERSEY INC.
LOCAL INTERCONNECTION TANDEM OFFICES


	
  

 	
  

 
	
 Tandem

 	
 CILLI

 
	
  

 	
  

 
	
 CAMDEN

 	
 CMDNNJCE05T

 
	
  

 	
  

 
	
 NEW BRUNSWICK

 	
 NBWKNJNB04T

 
	
  

 	
  

 
	
 NEWARK

 	
 NWRKNJ0205T

 
	
  

 	
  

 
	
 PLEASANTVILLE

 	
 PSVLNJPL03T

 
	
  

 	
  

 
	
 ROCHELLE PARK

 	
 RCPKNJ0204T

 


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