Exhibit 10.59


AMENDMENT NO. 5


to the


INTERCONNECTION AGREEMENT


between


VERIZON NEW JERSEY INC. 

F/K/A BELL ATLANTIC – NEW JERSEY, INC.


and


SPRINT COMMUNICATIONS COMPANY L.P.


          This
Amendment No. 5 is made this 1st day of November, 2003 (“Amendment Effective
Date”), by and between Verizon New Jersey Inc., formerly known as Bell Atlantic
– New Jersey, Inc. (“Verizon”), a New Jersey corporation with offices at 540
Broad Street, Newark, New Jersey, 07101, and Sprint Communications Company L.P.
(“Sprint”), a Delaware Limited Partnership with offices at 6160 Sprint Parkway,
Kansas City, Missouri, 66251. (Verizon and Sprint may be referred to
hereinafter, 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 for New Jersey, dated May 15,
1998 (the “Agreement”); and 


          WHEREAS,
the Parties desire to amend that Agreement as set forth herein; 


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


          1.
Amendment to Agreement. Effective as of the Amendment Effective Date,
the Agreement is amended hereby as follows: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 By adding a
 new section to Part IV, Attachment 2, “Network Elements,” of the Agreement,
 as follows: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Section 16.
 Line Splitting

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 16.1

 	
 Sprint may
 engage in Line Splitting, in accordance with this Section 16, the rates and
 charges provided in Part IV, Attachment 1, “Price Schedule,” of the Agreement
 (as such Part IV, Attachment 1, “Price 

 


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 Schedule,”
 is amended by Exhibit A to this Amendment, and as such rates and charges have
 been or are changed from time to time in accordance with the Agreement), and
 the rates, charges and other provisions of Verizon’s applicable Tariffs, as
 such Tariffs are amended from time to time (including, but not limited to, to
 the extent applicable, Verizon Tariff B.P.U.-N.J.-No. 4, as amended from time
 to time).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 16.2

 	
 Line
 Splitting is a process in which one CLEC provides narrowband voice service
 over the low frequency portion of a copper Unbundled Local Loop (“Loop”)
 obtained from Verizon and a second CLEC provides digital subscriber line
 service over the high frequency portion of that same Loop. Line Splitting is
 accomplished through the use of a splitter collocated at the Verizon central
 office where the Loop terminates into a distribution frame or its equivalent.
 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 16.3

 	
 Any Line
 Splitting between Sprint and another CLEC shall be accomplished by prior
 negotiated arrangement between Sprint and the other CLEC. Sprint shall give
 Verizon written notice of this arrangement through the Verizon Wholesale Local
 Service Customer Profile Form on the Verizon Wholesale Website or another
 electronic notice mechanism that will be provided by Verizon, at least thirty
 (30) days prior to placing an order for a Line Splitting arrangement with
 such other CLEC. The other CLEC must have an interconnection agreement with
 Verizon that permits it to engage in Line Splitting with Sprint. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 16.4

 	
 Verizon will
 provide to Sprint for use in a Line Splitting arrangement established
 pursuant to this Section 16, those Network Elements, combinations of Network
 Elements, Collocation arrangements, services, facilities, equipment and
 arrangements, applicable to Line Splitting, that are offered to Sprint by
 Verizon under the other sections of the Agreement. Such Network Elements, combinations
 of Network Elements, Collocation arrangements, services, facilities,
 equipment and arrangements, will be provided to Sprint in accordance with,
 and subject to, the rates and charges and other provisions of the Agreement
 and Verizon’s applicable Tariffs, as amended from time to time (including,
 but not limited to, to the extent applicable, Verizon Tariff B.P.U.-N.J.-No.
 4, as amended from time to time). Verizon shall be obligated to provide a
 Network Element, combination of Network Elements, Collocation arrangement,
 service, facility, equipment or arrangement, for use in a Line Splitting
 arrangement established pursuant to this Section 16 only if such Network
 Element, combination of Network Elements, Collocation arrangement, service,
 facility, equipment or arrangement, is available under another section of the
 Agreement. 

 


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 16.5

 	
 Sprint
 and/or the other participating CLEC shall provide any splitters used in a
 Line Splitting arrangement. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 16.6

 	
 Notwithstanding
 anything in the Agreement, this Amendment or a Tariff (including, but not
 limited to, Verizon Tariff B.P.U.-N.J.-No. 4, as amended from time to time),
 or otherwise, (a) Verizon shall be obligated to provide Line Splitting only
 to the extent required by both 47 U.S.C. § 251(c)(3) and 47 CFR Part 51, and
 (b) Verizon shall be obligated to provide Network Elements, combination(s) of
 Network Elements, Collocation arrangement(s), services, facilities, equipment
 and arrangements, for Line Splitting, only to the extent required by both 47
 U.S.C. § 251(c)(3) and 47 CFR Part 51. Without limiting Verizon’s rights
 pursuant to Applicable Law, any other provision of the Agreement, this
 Amendment or a Tariff (including, but not limited to, Verizon Tariff
 B.P.U.-N.J.-No. 4, as amended from time to time), or otherwise, to terminate
 its provision of Line Splitting, and notwithstanding anything in the
 Agreement, this Amendment or a Tariff (including, but not limited to, Verizon
 Tariff B.P.U.-N.J.-No. 4, as amended from time to time), or otherwise, if the
 Commission, the FCC, a court, or other governmental body of appropriate
 jurisdiction, determines or has determined that Verizon is not required by
 both 47 U.S.C. § 251(c)(3) and 47 CFR Part 51 to provide Line Splitting, or
 is not required by both 47 U.S.C. § 251(c)(3) and 47 CFR Part 51 to provide a
 Network Element, combination of Network Elements, Collocation arrangement,
 service, facility, equipment or arrangement, used for Line Splitting, Verizon
 may (a) terminate its provision of Line Splitting to Sprint, or (b) terminate
 its provision of Line Splitting to Sprint and terminate this Amendment.
 VERIZON will give SPRINT ninety (90) days advance written notice of such
 termination. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 16.7

 	
 As used in
 this Section 16, “Competitive Local Exchange Carrier” (“CLEC”) means any
 Local Exchange Carrier other than Verizon that is operating as a Local
 Exchange Carrier in the territory in which Verizon operates as an Incumbent
 Local Exchange Carrier in the State of New Jersey. Sprint is or shortly will
 become a CLEC.” 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 By adding a
 new section to Part IV, Attachment 2, “Network Elements,” of the Agreement,
 as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “2.7 Nothing
 contained in this Agreement shall limit either Party’s right to appeal, seek
 reconsideration of or otherwise seek to have stayed, modified, reversed or
 invalidated, any order, rule, regulation, decision, ordinance or statute
 issued by the Commission, the FCC, any court or any other governmental
 authority related to, concerning or that may affect a Party’s 

 


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 obligations
 under this Agreement or Applicable Law.”

 
	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 By adding to
 Table 1 of Attachment 1 to Part IV of the Agreement, Exhibit A of this
 Amendment. 

 



          2.
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. 


          3.
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. 


          4.
Scope of Amendment. This Amendment shall amend, modify and revise the
Agreement only to the extent set forth expressly in this Amendment, and, except
to the extent set forth in this Amendment, the rates, terms and provisions of
the Agreement shall remain in full force and effect after the Amendment
Effective Date. Nothing in this Amendment shall be deemed to amend or extend
the term of the Agreement, or to affect the right of a party to the Agreement
to exercise any right of termination it may have under the Agreement. 


          5.
Conflict between this Amendment and the Agreement. This Amendment shall
be deemed to revise the rates, terms and provisions of the Agreement to the
extent necessary to give effect to the rates, terms and provisions of this
Amendment. In the event of a conflict between the rates, terms and provisions
of this Amendment and the rates, terms and provisions of the Agreement, this
Amendment shall govern, provided, however,
that the fact that a rate, term or provision appears in this Amendment but not
in the Agreement, or in the Agreement but not in this Amendment, shall not be
interpreted as, or deemed grounds for finding, a conflict for purposes of this
Section 5. 


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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
Amendment Effective Date. 


	
  

 	
  

 
	
 SPRINT
 COMMUNICATIONS COMPANY L.P. 

 	
 VERIZON NEW
 JERSEY INC. 

 
	
  

 	
  

 
	
 By: /S/ Rich
 Morris

 	
 By: /s/ Jeffrey A. Masoner 

 
	

 


 	

 


 
	
  

 	
  

 
	
 Printed:
 Rich Morris

 	
 Printed:
 Jeffrey A. Masoner

 
	
  

 	
  

 
	
 Title:
 Vice-President State External Affairs

 	
 Title:
 Vice-President - Interconnection Services Policy & Planning 

 


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EXHIBIT A 


RATES


Line Splitting


The rates and
charges that shall be paid by Sprint in association with Line Splitting
include, but are not limited to, rates and charges for Line Splitting and rates
and charges for the Unbundled Network Elements, combinations of Unbundled
Network Elements, Collocation arrangements, services, facilities, equipment and
arrangements, used for Line Splitting. 


Rates and
charges for Line Splitting shall be as provided in the Agreement, as amended
from time to time, and Verizon’s applicable Tariffs, as amended from time to
time (including, but not limited to, to the extent applicable, Verizon Tariff
B.P.U.-N.J.-No. 4, as amended from time to time). 


Rates and
charges for the Unbundled Network Elements, combinations of Unbundled Network
Elements, Collocation arrangements, services, facilities, equipment and
arrangements, used for Line Splitting, shall be as provided in the Agreement,
as amended from time to time, and Verizon’s applicable Tariffs, as amended from
time to time (including, but not limited to, to the extent applicable, Verizon
Tariff B.P.U.-N.J.-No. 4, as amended from time to time). 


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