Exhibit 10.51


INTERCONNECTION AGREEMENT


Dated as of November 1, 2000


by and between


VERIZON NEW HAMPSHIRE


F/k/a BELL
ATLANTIC - NEW HAMPSHIRE


and


Level 3 Communications, LLC





TABLE OF CONTENTS


	
  

 	
  

 
	
  

 	
 Page

 
	
  

 	

 


 
	
 1.0
 DEFINITIONS

 	
 2

 
	
  

 	
  

 
	
 2.0
 INTERPRETATION AND CONSTRUCTION

 	
 10

 
	
  

 	
  

 
	
 3.0 SCOPE

 	
 11

 
	
  

 	
  

 
	
 4.0 NOT
 ADOPTED

 	
 11

 
	
  

 	
  

 
	
 5.0 NOT
 ADOPTED

 	
  

 
	
  

 	
  

 
	
 6.0 NOT
 ADOPTED

 	
 12

 
	
  

 	
  

 
	
 7.0 NOT
 ADOPTED

 	
 13

 
	
  

 	
  

 
	
 8.0 NUMBER
 RESOURCES, RATE CENTERS AND RATING POINTS

 	
 14

 
	
  

 	
  

 
	
 9.0 NETWORK
 MAINTENANCE AND MANAGEMENT; OUTAGES

 	
 15

 
	
  

 	
  

 
	
      9.1 COOPERATION

 	
 15

 
	
      9.2 RESPONSIBILITY FOR
 FOLLOWING STANDARDS

 	
 15

 
	
      9.3 REPEATED OR WILLFUL
 INTERFERENCE OR IMPAIRMENT

 	
 15

 
	
      9.4 OUTAGE REPAIR
 STANDARD

 	
 16

 
	
      9.5 NOTICE OF CHANGES -
 SECTION 251(C)(5)

 	
 16

 
	
  

 	
  

 
	
 10.0 NOT
 ADOPTED

 	
 16

 


i









	
  

 	
  

 
	
 11.0 NOT ADOPTED

 	
 16

 
	
  

 	
  

 
	
 12.0 RESALE - SECTIONS 251(C)(4) AND 251(3)(1)

 	
 17

 
	
      12.1 AVAILABILITY OF RETAIL RATES FOR
 RESALE

 	
 17

 
	
      12.2
 AVAILABILITY OF WHOLESALE RATES FOR RESALE

 	
 17

 
	
      12.3 AVAILABILITY OF SUPPORT SERVICES AND BRANDING FOR
 RESALE

 	
 17

 
	
      12.4
 ADDITIONAL TERMS GOVERNING RESALE AND USE OF BA SERVICES

 	
 18

 
	
  

 	
  

 
	
 13.0 COLLOCATION - SECTION 251(C)(6)

 	
 18

 
	
  

 	
  

 
	
 14.0 NUMBER PORTABILITY SECTION 251(B)(2)

 	
 21

 
	
      14.1 SCOPE

 	
 21

 
	
      14.2
 PROCEDURES FOR PROVIDING LNP (“LONG-TERM NUMBER PORTABILITY”)

 	
 21

 
	
      14.3
 PROCEDURES FOR PROVIDING NP THROUGH FULL NXX CODE MIGRATION

 	
 22

 
	
  

 	
  

 
	
 15.0 DIALING PARITY SECTION 251(B)(3)

 	
 23

 
	
  

 	
  

 
	
 16.0 ACCESS TO RIGHTS-OF-WAY - SECTION 251(B)(4)

 	
 23

 
	
  

 	
  

 
	
 17.0 NOT ADOPTED

 	
 23

 
	
  

 	
  

 
	
 18.0 COORDINATED SERVICE ARRANGEMENTS

 	
 24

 
	
      18.1 INTERCEPT AND REFERRAL ANNOUNCEMENTS

 	
 24

 
	
      18.2
 COORDINATED REPAIR CALLS

 	
 24

 
	
      18.3
 CUSTOMER AUTHORIZATION

 	
 24

 
	
  

 	
  

 
	
 19.0 NOT ADOPTED

 	
 25

 
	
  

 	
  

 
	
 20.0 RATES AND CHARGES; ASSURANCE OF PAYMENT

 	
 26

 
	
  

 	
  

 
	
 21.0 INSURANCE

 	
 27

 
	
  

 	
  

 
	
 22.0 TERM AND TERMINATION

 	
 28

 
	
  

 	
  

 
	
 23.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

 	
 30

 
	
  

 	
  

 
	
 24.0 INDEMNIFICATION

 	
 30

 
	
  

 	
  

 
	
 25.0 LIMITATION OF LIABILITY

 	
 31

 
	
  

 	
  

 
	
 26.0 PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES

 	
 32

 
	
  

 	
  

 
	
 27.0 COME’LIANCE WITH LAWS; REGULATORY APPROVAL

 	
 33

 
	
  

 	
  

 
	
 28.0
 MISCELLANEOUS

 	
 33

 


ii





LIST OF SCHEDULES AND EXHIBITS


	
  

 	
  

 
	
 Schedules

 	
  

 
	
  

 	
  

 
	
 Schedule 4.0

 	
 Network Interconnection Schedule

 
	
 Schedule 4.2

 	
 Interconnection Points for Different
 Types of Traffic

 
	
 Schedule 5.6

 	
 Applicable Factors

 
	
 Schedule 6.3

 	
 Rate Elements Under Meet Point Billing

 
	
 Schedule 11.3

 	
 Access to Network Interface Device

 
	
 Schedule 11.4

 	
 Unbundled Switching Elements

 
	
 Schedule 12.3

 	
 Support Services for Resale

 
	
  

 	
  

 
	
 Exhibits

 	
  

 
	
  

 	
  

 
	
 Exhibit A

 	
 Detailed Schedule of Itemized Charges

 
	
 Exhibit B

 	
 Network Element Bona Fide Request

 


iii






INTERCONNECTION AGREEMENT


          This
Interconnection Agreement (“Agreement”) is effective as of the 1st day of
November, 2000 (the “Effective Date”), by and between Verizon New Hampshire,
f/k/a Bell Atlantic New Hampshire, (“BA”), a New York corporation, and Level 3
Communications, LLC (“Level 3”), a Delaware limited liability company with
offices at 1025 Eldorado Boulevard, Broomfield, Colorado 80021 (each of BA and
Level 3 being, individually, a “Party” and, collectively, the “Parties”).


          WHEREAS
the Parties want to interconnect their networks at mutually agreed upon Points
of Interconnection to provide Telephone Exchange Services, Switched Exchange
Access Services and other Telecommunications Services (all as defined below) to
their respective Customers;


          WHEREAS
Sections 251 and 252 of the Communications Act of 1934 as amended by the
Telecommunications Act of 1996 (the “Act”) have specific requirements for
Interconnection, unbundled Network Elements and resale service, and the Parties
intend that this Agreement meet these requirements;


          WHEREAS
the Parties are entering into this Agreement to set forth the respective
obligations of the Parties and the terms and conditions under which the Parties
will interconnect their networks and provide other services as required by the
Act; and


          WHEREAS
the Parties substantially completed negotiation of this Agreement (including,
without limitation, the network architecture and provisions herein) prior to
June 30, 2000.


          NOW,
THEREFORE, in consideration of the mutual provisions contained herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Level 3 and BA hereby agree as follows:


1





1.0
DEFINITIONS


          As
used in this Agreement, the following terms shall have the meanings specified
below in this Section I. All capitalized terms used but not defined herein
shall have the meanings set forth in the Act.


          1.1
“Act” means the Communications Act of 1934 (47 U.S.C. § 151 et. seq.), as from time to time
amended (including, without limitation by the Telecommunications Act of 1996)
and interpreted in the duly authorized rules and regulations of the FCC or the
Commission.


          1.2
“ADSL” or “Asymmetrical Digital Subscriber Line” means a transmission
technology which transmits an asymmetrical digital signal of up to 6 Mbps to
the Customer and up to 640 kbps from the Customer.


          1.3
“Agreement” means this Interconnection Agreement, including all Exhibits,
Schedules, addenda and attachments referenced herein and/or appended hereto.


          1.4
“Ancillary Traffic” means all traffic that is destined for ancillary services,
or that may have special billing requirements, including but not limited to the
following: BLV/BLVI, Directory Assistance, 911/E911, Operator Services
(IntraLATA call completion), IntraLATA third party, collect and calling card,
800/888 database query, LLCM and information services requiring special billing
as described in Section 7.1.


          1.5
“ANI” or “Automatic Number Identification” means a signaling parameter which
refers to the number transmitted through a network identifying the billing
number of the calling party.


          1.6
“Applicable Law” means all laws, regulations and orders applicable to each
Party’s performance of its obligations hereunder.


          1.7
“BFR” or “Bona Fide Request” means the process described in Exhibit B that
prescribes the terms and conditions relating to Level 3’s request that BA
provide an unbundled Network Element that it does not currently provide under
the terms of this Agreement.


          1.8
“Busy Line Verification” or “BLV” means an operator request for a status check
on the line of a called party. The request is made by one Party’s operator to
an operator of the other Party. The verification of the status check is
provided to the requesting operator.


          1.9
“Busy Line Verification and Interrupt” or “BLVI” means a service that may be
requested and provided when BLV has determined that a line is busy due to an
ongoing call. BLVI is an operator interruption of that ongoing call to inform
the called party that a calling party is seeking to complete his or her call to
the called party.


          1.10
“CCS” or “Common Channel Signaling” means a method of transmitting call set-up
and network control data over a digital signaling network separate from the
public switched


2





telephone network facilities
that carry the actual voice or data content of the call. “SS7” means the common
channel out of band signaling protocol developed by the Consultative Committee
for International Telephone and Telegraph (“CCITT”) and the American National
Standards Institute (“ANSI”). BA and Level 3 currently utilize this out-of-band
signaling protocol. “CCSAC” or “CCSAS” means the Common Channel Signaling
access connection or access service, respectively, which connects one Party’s
signaling point of Interconnection (“SPOT”) to the other Party’s Signaling
Transfer Point for the exchange of SS7 messages.


          1.11
“Central Office” means a local switching system for connecting lines to lines,
lines to trunks, or trunks to trunks for the purpose of originating/terminating
calls over the public switched telephone network. A single Central Office may
handle several Central Office codes (“NXXs”). Sometimes this term is used to
refer to a telephone company building in which switching systems and telephone
equipment are installed.


          1.12
“Central Office Switch” means a switch used to provide Telecommunications
Services, including, but not limited to an End Office Switch or a Tandem
SWitch. A Central Office Switch may also be employed as a combination End
Office/Tandem Office Switch.


          1.13
“CLASS Features” means certain CCS-based features available to Customers
including, but not limited to: Automatic Call Back; Call Trace; Caller
Identification; and future CCS-based offerings.


          1.14
“Collocation” means an arrangement in which the equipment of one Party (the
“Collocating Party”) is installed and maintained at the premises of the second
Party (the “Housing Party”) for the purpose of Interconnection with or access
to the unbundled Network Elements of the Housing Party; provided, however, that
Level 3 shall not be required to provide Collocation to BA for the purpose of
access to unbundled Network Elements, unless so required under Applicable Law.


          1.15
“Commission” means the New Hampshire Public Utilities Commission. 


          1.16
“Compensable Internet Traffic” language NOT ADOPTED


          1.17
“CLEC” or “Competitive Local Exchange Carrier” means any Local Exchange Carrier
other than BA that is operating as such in BA’s certificated territory in New
Hampshire 


          1.18
“CPN” or “Calling Party Number” is a Common Channel Signaling (“CCS”) parameter
which identifies the calling party’s telephone number.


          1.19
“Cross Connection” means a jumper cable or similar connection provided in
connection with a Collocation arrangement at the digital signal cross connect,
Main Distribution


3





Frame or other
suitable frame or panel between (i) the Collocating Party’s equipment and (ii)
the equipment or facilities of the Housing Party (see definition of
“Collocation”).


          1.20
“Customer” means a third party residence or
business end user subscriber to Telephone Exchange Services provided by either
of the Parties.


          1.21
“Digital Signal Level” means one of several transmission rates in the
time-division multiplex hierarchy.


          1.22
“Digital Signal Level 0” or “DSO” means the 64 Kbps zero-level signal in the
time-division multiplex hierarchy.


          1.23
“Digital Signal Level 1” or “DS1” means the 1.544 Mbps first-level signal in
the time-division multiplex hierarchy.


          1.24
“Digital Signal Level 3” or “DS3” means the 44.736 Mbps third-level signal in
the time-division multiplex hierarchy.


          1.25
“End Office Switch” or “End Office” is a switching entity that is used to
terminate Customer station Loops for the purpose of interconnection to each
other and to trunks.


          1.26
“Entrance Facility” means the facility between a Party’s designated
premises and the Central Office serving that designated premises.


          1.27
“Exchange Message Interface” or “EMI” means the standard used for exchange of
Telecommunications message information among Telecommunications Carriers for
billable, non-billable, sample, settlement and study data. EMI format is
contained in document SR-320 published by the Alliance for Telecom Industry
Solutions.


          1.28
“FCC” means the Federal Communications Commission.


          1.29
“FCC Regulations” means the regulations duly and lawfully promulgated by the
FCC, as in effect from time to time.


          1.30
“1-IDSL” or “High-Bit Rate Digital Subscriber Line” means a transmission
technology which transmits up to a DS 1 — level signal, using any one of the
following line codes: 2 Binary/1 Quartenary (“2B1Q”), Carrierless AM/PM,
Discrete Multitone (“DMT”), or 3 Binary/1 Octel (“3B0”).


          1.31
“Independent Telephone Company” or “ITC” means any entity other than BA which,
with respect to its operations within New Hampshire, is an Incumbent
Local Exchange Carrier.


4





          1.32
“Information Services Traffic” means Local Traffic or IntraLATA Toll Traffic
which originates on a Telephone Exchange Service line and which is addressed to
an information service provided over a Party’s information services platform
(e.g., 976).


          1.33
“Inside Wire” or “Inside Wiring” means all wire, cable, terminals, hardware and
other equipment or materials on the Customer’s side of the Rate Demarcation
Point


          1.34
“Integrated Digital Loop Carrier” or “IDLC” means a subscriber loop carrier
system which integrates within the switch at a DSI level that is twenty-four
(24) loop transmission paths combined into a 1.544 Mbps digital signal.


          1.35
“Integrated Services Digital Network’ or “ISDN” means a switched network
service providing end-to-end digital connectivity for the simultaneous
transmission of voice and data. Basic Rate Interface-ISDN (“BRI-ISDN”) provides
for digital transmission of two 64 kbps bearer channels and one 16 kbps data
and signaling channel (2B+D). Primary Rate Interface-ISDN (“PRI-ISDN”) provides
for digital transmission of twenty three (23) 64 kbps bearer channels and one
(I) 64 kbps data and signaling channel (23 B+D).


          1.36
“Intercarrier Compensation” language NOT ADOPTED


          137
“Interexchange Carrier” or “IXC” means a carrier that provides, directly or
indirectly, InterLATA or intraLATA Telephone Toll Services.


          1.38
“Interim Number Portability” or “INP” means the use of existing and available
call routing, forwarding, and addressing capabilities (e.g. remote call
forwarding) to enable a Customer to receive Telephone Exchange Service provided
by any Local Exchange Carrier operating within the exchange area with which the
Customer’s telephone nurnber(s) is associated, without having to change the
telephone number presently assigned to the Customer and regardless of whether
the Customer’s chosen Local Exchange Carrier is the carrier that originally
assigned the number to the Customer.


          1.39
“Internet Traffic” means any traffic that is transmitted to or returned from
the Internet at any point during the duration of the transmission.


          1.40
“IP” or “Interconnection Point” means the point at which a Party who receives
traffic originating on the network of the other Party assesses charges for the
further transport and termination of that traffic.


          1.41
“Line Side” means an End Office Switch connection that provides transmission,
switching and optional features suitable for Customer connection to the public
switched network, including loop start supervision, ground start supervision,
and signaling for BRI-ISDN service.


5





          1.42
“Local Traffic” means traffic that is originated by a Customer of one Party on
that Party’s network and terminates to a Customer of the other Party on that
other Party’s network within a given local calling area or expanded area service
(“EAS”) area, as defined in BA’s effective Customer Tariffs. Local Traffic does
not include any Internet Traffic.


          1.43
“Loop” (and any like term) means a transmission path that extends from a Main
Distribution Frame, DSX-panel, or functionally comparable piece of equipment in
a Customer’s serving End Office to the Rate Demarcation Point (or Network
Interface Device (“ND”) if installed) in or at the Customer’s premises. The
actual transmission facilities used to provide a Loop may utilize any of
several technologies.


          1.44
“Main Distribution Frame” or “MDF” means the primary point at which outside
plant facilities terminate within a Wire Center, for Interconnection to other
Telecommunications facilities within the Wire Center.


          1.45
“MECAB” means the Multiple Exchange Carrier Access Billing (“MECAB”) document
prepared by the Billing Committee of the Ordering and Billing Forum (“OBF”),
which functions under the auspices of the Carrier Liaison Committee (“CLC”) of
the Alliance for Telecommunications Industry Solutions (“ATIS”). The MECAB
document, published by Bellcore as Special Report SR-BDS-000983, contains the
recommended guidelines for the billing of an Exchange Access service provided
by two or more LECs, or by one LEC in two or more states, within a single LATA.


          1.46
“MECOD” means the Multiple Exchange Carriers Ordering and Design (“MECOD”)
Guidelines for Access Services - Industry Support Interface, a document
developed by the Ordering/Provisioning Committee under the auspices of OBF. The
MECOD document, published by Bellcore as Special Report SR-STS-002643,
establishes methods for processing orders for Exchange Access service which is
to be provided by two or more LECs.


          1.47
“Meet-Point Billing” or “MPB” means an arrangement whereby two or more LECs
jointly provide to a third party (e.g., an Interexchange Carrier) the transport
element of a Switched Exchange Access Service to one of the LECs’ End Office
Switches. Each LEC receives an appropriate share of the transport element
revenues as defined by their effective Exchange Access tariffs.


          1.48
“Meet Point Billing Traffic” means traffic that is subject to an effective
Meet-Point Billing arrangement.


          1.49
“Mid-Span Fiber Meet” means an Interconnection architecture whereby two
carriers’ transmission facilities meet at a mutually agreed-upon Point of
Interconnection (“POI”), limited by technical feasibility and the availability
of facilities, utilizing a fiber hand-off and, at the delivering carrier’s
option, may interface with such carrier’s collocated equipment to gain access
to unbundled Network Elements.


          1.50
“Network Interface Device” or “NM” means an interface provided by a 


6





telecommunications
carrier, including all features, functions and capabilities of such interface,
and terminating such carrier’s telecommunications network on the property where
a Customer’s service is located at a point determined by such carrier. The NID
contains an FCC Part 68 registered jack from which Inside Wire may be connected
to BA’s network.


          1.51
“North American Numbering Plan” or “NANP” means the numbering plan used in the
United States that also serves Canada, Bermuda, Puerto Rico and certain
Caribbean Islands. The NANP format is a 10-digit number that consists of a
3-digit NPA code (commonly referred to as the area code), followed by a 3-digit
NXX code and 4-digit line number.


          1.52
“Numbering Plan Area” or “NPA” is also sometimes referred to as an area code.
There are two general categories of NPAs, “Geographic NPAs” and “Non-Geographic
NPAs.” A Geographic NPA is associated with a defined geographic area, and all
telephone numbers bearing such NPA are associated with services provided within
that geographic area. A Non-Geographic NPA, also known as a “Service Access
Code” or “SAC Code,” is typically associated with a specialized
Telecommunications Service which may be provided across multiple geographic NPA
areas; 800, 900, 700, 500 and 888 are examples of Non-Geographic NPAs.


          1.53
“NXX,” “NXX Code,” or “End Office Code” means the three digit switch entity
indicator (i.e., the first three digits of a seven digit telephone number).


          1.54
“Percent Interstate Usage” or “PM” is a factor that distinguishes the
interstate portion of minutes from the intrastate portion of minutes of traffic
exchanged via Traffic Exchange Trunks. Pill is a whole number developed through
consideration of every call in which the calling and called party are not
located within the LATA. PIU is the first such factor applied to traffic for
jurisdictional separation of traffic.


          1.55
“Percent Local Usage” or “PLU” is a factor that distinguishes the intraLATA,
intrastate portion of minutes from the interLATA, intrastate portion of minutes
of traffic exchanged via Traffic Exchange Trunks. PLU is a whole number
developed through consideration of every call in which the calling and called
party are located within the same Rate Center Area. The PLU factor is applied
to traffic only after the PIU factor has been applied for jurisdictional
separation of traffic.


          1.56
“Physical Collocation” has the meaning set forth therefor under Applicable Law.


          1.57
“Port Element” or “Port” means a line card (or equivalent) and associated
peripheral equipment on an End Office Switch which interconnects individual
Loops or individual Customer trunks with the switching components of an End
Office Switch and the associated switching functionality in that End Office
Switch. Each Port is typically associated with one (or more) telephone
number(s) which serves as the Customer’s network address. The Port Element is
part of the provision of unbundled local Switching Element.


7





          1.58
“Point of Interconnection” or “POI” means the physical location where the
originating Party’s facilities physically interconnect with the terminating
Party’s facilities for the purpose of exchanging traffic.


          1.59
“Rate Center Area” or “Exchange Area” means the geographic area that has been
identified by a given LEC as being associated with a particular NPA-NXX code
assigned to the LEC for its provision of Telephone Exchange Services. The Rate
Center Area is the exclusive geographic area which the LEC has identified as
the area within which it will provide Telephone Exchange Services bearing the
particular NPA-NXX designation associated with the specific Rate Center Area.


          1.60
“Rate Center Point” means a specific geographic point, defined by a V&H
coordinate, located within the Rate Center Area and used to measure distance
for the purpose of billing Customers for distance-sensitive Telephone Exchange
Services and Toll Traffic.


          1.61
“Rate Demarcation Point” means the Minimum Point of Entry (“MPOE”) of the
property or premises where the Customer’s service is located as determined by
BA. This point is where network access recurring charges and BA responsibility
stop and beyond which Customer responsibility begins.


          1.62
“Rating Point” or “Routing Point” means a specific geographic point identified
by a specific V&H coordinate. The Rating Point is used to route inbound
traffic to specified NPA-NXXs and to calculate mileage measurements for
distance-sensitive transport charges of switched access services. Pursuant to
Bellcore Practice BR-795-100-100, the Rating Point may be an End Office
location or a “LEC Consortium Point of Interconnection.” Pursuant to that same
Bellcore Practice, examples of the latter shall be designated by a common
language location identifier (“CLLI”) code with (x)KD in positions 9, 10, 11,
where (x) may be any alphanumeric A-Z or 0-9. The Rating Point/Routing Point
must be located within the LATA in which the corresponding NPA-NXX is located.
However, the Rating Point/Routing Point associated with each NPA-NXX need not
be the same as the corresponding Rate Center Point, nor must it be located
within the corresponding Rate Center Area, nor must there be a unique and
separate Rating Point corresponding to each unique and separate Rate Center
Area.


          1.63
“Service Control Point” or “SCP” means the node in the Common Channel Signaling
network to which informational requests for service handling, such as routing,
are directed and processed. The SCP is a real time database system that, based
on a query from a service switching point (“SSP”) and via a Signaling Transfer
Point, performs subscriber or application-specific service logic, and then
sends instructions back to the SSP on how to continue call processing.


          1.64
“Signaling Transfer Point” or “STP” means a specialized switch that provides
SS7 network access and performs SS7 message routing and screening.


          1.65
“Switched Access Detail
Usage Data” means a category 1101)0C record as defined in the EMR Bellcore
Practice BR-010-200-010.


8





          1.66
“Switched Access Summary Usage Data” means a category 1150)0( record as defined
in the EMIR Bellcore Practice BR-010-200-010.


          1.67
“Switched Exchange Access Service” means the offering of transmission and
switching services for the purpose of the origination or termination of
Telephone Toll Service Traffic. Switched Exchange Access Services include but
may not be limited to: Feature Group A, Feature Group B, Feature Group D, 700
access, 800 access, 888 access and 900 access.


          1.68
“Switching Element” is the unbundled Network Element that provides a CLEC the
ability to use switching functionality in a BA End Office switch, including all
vertical services that are available on that switch, to provide Telephone
Exchange Service to its end user Customer(s). The Switching Element is
provisioned with a Port Element, which provides Line Side access to the
Switching Element.


          1.69
“Tandem Switch” or “Tandem Office” or “Tandem” is a switching entity that has
billing and recording capabilities and is used to connect and switch trunk
circuits between and among End Office Switches and between and among End Office
Switches and carriers’ aggregation points, points of termination, or points of
presence, and to provide Switched Exchange Access Services.


          1.70
“Tandem Transit Traffic” or “Transit Traffic” means Telephone Exchange Service
traffic that originates on Level 3’s network, and is transported through a BA
Tandem to the Central Office of a CLEC, ITC, Commercial Mobile Radio Service
(“CMRS”) carrier, or other LEC, that subtends the relevant BA Tandem to which
Level 3 delivers such traffic. Subtending Central Offices shall be determined
in accordance with and as identified in the Local Exchange Routing Guide
(“LERG”). Switched Exchange Access Service traffic is not Tandem Transit
Traffic.


          1.71
“Tariff’ means any applicable federal or state Tariff of a Party, or standard
agreement or other document that sets forth the generally available terms and
conditions, each as may be amended by the Party from time to time, under which
a Party offers a particular service, facility or arrangement.


          1.72
“Toll Traffic” means traffic that is originated by a Customer of one Party on
that Party’s network and terminates to a Customer of the other Party on that
Party’s network and is not Local Traffic or Ancillary Traffic. Toll Traffic may
be either “IntraLATA Toll Traffic” or “InterLATA Toll Traffic,” depending on
whether the originating and terminating points are within the same LATA.


          1.73
“Trunk Side” means a Central Office Switch connection that is capable of, and
has been programmed to treat the circuit as, connecting to another switching
entity (.g., another carrier’s network). Trunk Side connections offer those
transmission and signaling features appropriate for the connection of switching
entities.


9





          1.74
“Voice Grade” means either an analog signal of 300 to 3000 Hz or a digital
signal of 56/64 kilobits per second. When referring to digital Voice Grade
service (a 56/64 kbps channel), the terms “DS-0” or “sub-DS-1” may also be
used.


          1.75
“Wire Center” means a building or portion thereof which serves as a Routing
Point for Switched Exchange Access Service. The Wire Center serves as the premises
for one or more Central Offices.


2.0 INTERPRETATION AND
CONSTRUCTION


          2.1
All references to Sections, Exhibits and Schedules shall be deemed to be
references to Sections of, and Exhibits and Schedules to, this Agreement unless
the context shall otherwise require. The headings used in this Agreement are
inserted for convenience of reference only and are not intended to be a part of
or to affect the meaning of this Agreement. Unless the context shall otherwise
require, any reference to any agreement, other instrument (including BA or
other third party offerings, guides or practices), statute, regulation,
governmental rule or Tariff is to such agreement, instrument, statute,
regulation, or governmental rule or Tariff as amended and supplemented from
time to time (and, in the case of a statute, regulation, governmental rule or
Tariff, to any successor provision).


          2.2
Each Party hereby incorporates by reference those provisions of its Tariffs
that govern the provision of any of the services or facilities provided
hereunder. Subject to the terms set forth in Section 20 regarding rates and
charges, if any provision of this Agreement and an applicable Tariff cannot be
reasonably construed or interpreted to avoid conflict, the provision contained
in this Agreement shall prevail. If any provision contained in this main body
of the - Agreement and any Schedule or Exhibit hereto cannot be reasonably
construed or interpreted to avoid conflict, the provision contained in this
main body of the Agreement shall prevail. The fact that a condition, right,
obligation, or other term appears in this Agreement but not in any such Tariff
or in such Tariff but not in this Agreement, shall not be interpreted as, or be
deemed grounds for finding, a conflict for purposes of this Section 2.


          2.3
This Agreement is intended as a successor to the Interconnection Agreement
between the same Parties for New Hampshire. Any provision of this Agreement
that requires or permits a Party to take certain actions (such as submitting
service orders, installing facilities, or providing information) shall not be
interpreted as requiring either Party to repeat actions that were already taken
under the previous agreement, unless the requirements of this Agreement are
inconsistent with the arrangements previously in place between the Parties;
provided, however, that for the avoidance of any doubt, the foregoing shall not
apply to (a) any new services, facilities, or Network Elements for which Level
3 submits an order, request, or application after the Effective Date, (b) nor
to any pending (but not yet provisioned) services, facilities, or Network
Elements for which Level 3 submits an order, request, or application after the
Effective Date of this Agreement to modify or add to the pending (i.e.,
submitted by Level 3 prior to the Effective Date of this Agreement, but not yet
fulfilled) order, request, or application, (c) nor to any existing services,
facilities, or Network Elements for which Level 3 submits an order, request, or
application after the Effective Date of this Agreement to modify the same.
Rather, in


10





the case of subsections (a),
(b), and (c) directly above, any orders, requests, applications submitted by
Level 3 after the Effective Date of this Agreement shall be governed by the
rates, terms, and conditions of this Agreement. Whenever possible, services
provided under the previous agreement shall be continued without interruption
under the rates, terms, and conditions of this Agreement. Nothing in this
Agreement is intended to extinguish any obligation of either Party to pay for
services provided under the previous agreement but not yet billed or paid for,
or any other obligation arising under the previous agreement that, by the
teiuis of that agreement or by the nature of the obligation, survives the
termination of that agreement.


3.0 SCOPE


          3.1
This Agreement sets forth the terms, conditions and pricing under which BA will
offer and provide to Level 3 within each LATA in which BA operates within New
Hampshire: (a) Interconnection and access to unbundled Network Elements and
ancillary services for their respective use in providing Telephone Exchange
Service; (b) resale of local Telecommunications Services; (c) services related
to (a) and (b); and (d) the terms, conditions and pricing under which Level 3
will offer and provide Interconnection and related services to BA. As such,
this Agreement is an integrated package that reflects a balancing of interests
critical to the Parties. It will be submitted to the Commission., and the
Parties will refrain from requesting any action to change, suspend or otherwise
delay implementation of the Agreement.


4.0 NOT ADOPTED


11





6.0 NOT
ADOPTED


12





7.0 NOT
ADOPTED


13






8.0 NUMBER
RESOURCES, RATE CENTERS AND RATING POINTS 


          8.1
Nothing in this Agreement shall be construed to limit or otherwise adversely
affect in any manner either Party’s right to employ or to request and be
assigned any Central Office Codes (“NXX”) pursuant to the Central Office Code
Assignment Guidelines and any relevant FCC or Commission orders, as may be
amended from time to time, or to establish, by Tariff or otherwise, Rate
Centers and Rating Points corresponding to such NXX codes. 


          8.2
It shall be the responsibility of each Party to program and update its own
switches and network systems in accordance with the Local Exchange Routing
Guide (“LERG”) in order to recognize and route traffic to the other Party’s
assigned NXX codes at all times. Neither Party shall impose any fees or charges
whatsoever on the other Party for such activities, except as expressly set
forth in this Agreement. 


          8.3
Unless otherwise required by Commission order, the Rate Center Areas will be
the same for each Party. During the term of this Agreement, Level 3 shall adopt
the Rate Center Area and Rate Center Points that the Commission has approved
for BA, in all areas where BA and Level 3 service areas overlap, and Level 3
shall assign whole NPA-NXX codes to each Rate Center Area unless the LEC
industry adopts alternative methods of utilizing NXXs in the manner adopted by
the NANP. 


          8.4
Level 3 will also designate a Routing Point for each assigned NXX code. Level 3
shall designate one location for each Rate Center Area as the Routing Point for
the NPA-N) as associated with that Area, and such Routing Point shall be within
the same LATA as the Rate Center Area but not necessarily within the Rate Center Area itself. 


          8.5
Notwithstanding anything to the contrary contained herein, nothing in this
Agreement is intended to, and nothing in this Agreement shall be construed to,
in any way constrain Level 3’s choices regarding the size of the local calling
area(s) that Level 3 may establish for its Customers, which local calling areas
may be larger than, smaller than, or identical to, BA’s local calling areas. 


14





9.0 NETWORK MAINTENANCE AND
MANAGEMENT; OUTAGES 


          9.1
Cooperation 


                    The
Parties will work cooperatively to install and maintain a reliable network.
Level 3 and BA will exchange appropriate information (.g., maintenance contact
numbers, escalation procedures, network information, information required to
comply with law enforcement and other security agencies of the Government) to
achieve this desired reliability. In addition, the Parties will work
cooperatively to apply sound network management principles to alleviate or to
prevent congestion and to minimize fraud associated with third-number billed
calls, calling card calls, and any other services related to this Agreement.


          9.2
Responsibility for Following Standards


                    Each
Party recognizes a responsibility to follow the standards that may be agreed to
between the Parties and to employ characteristics and methods of operation that
will not interfere with or impair the service or any facilities of the other
Party or any third parties connected with or involved directly in the network
of the other.


          9.3
Repeated or Willful Interference or Impairment


          If
Party A reasonably determines that the characteristics, facility or service or
methods of operation used by Party B will or are likely to interfere with or
impair Party A’s provision of services, Party A may interrupt or temporarily suspend any service or facilities provided to Party B that
gives rise to or is likely to give rise to the interference or impairment,
subject to the following:


                    9.3.1
Except in emergency situations (defined as those situations in which a Customer
of Party A suffers significant service degradation or situations that pose
injury or death to any person or damage to tangible property), Party A shall
have given Party B at least thirty (30) days’ prior written notice of the interference or impairment or potential interference or
impairment and the need to correct the condition within said time period; and,


                    9.3.2
Upon correction of the interference or impairment, Party A will promptly
restore the temporarily suspended service or facility. During such period of
suspension or interruption, there will be no compensation or credit allowance
by Party A to Party B, unless it is shown that the suspension or interruption
in service by Party A was unreasonable or unwarranted. 


                    9.3.3
Either Party may, at any time, bring to the Commission a dispute arising out of
any such interference or impairment, or potential interference or impairment. 


15





          9.4
Outage Repair Standard 


          In
the event of an outage or trouble in any arrangement, facility, or service
being provided by a Party hereunder, the providing Party will respond to the
outage or trouble in a nondiscriminatory manner that treats the other Party in
parity with the providing Party’s own end user Customers. 


          9.5
Notice of Changes — Section 251(c)(5) 


          If
a Party makes a change in the information necessary for the transmission and
routing of services using that Party’s network, or any other change in its
network which it believes will materially affect the interoperability of its
network with the other Party’s network, the Party making the change shall
publish at least ninety (90) days in advance of such change, and shall use
reasonable efforts to publish at least one hundred eighty (180) days notice
where practicable; provided, however, that if an earlier publication is
required by the FCC’s or Commission’s rules, including, e.g., the Network
Disclosure rules set forth in the FCC Regulations, the Party will comply with such
rules.


10.0 NOT ADOPTED


11.0 NOT
ADOPTED 


16





12.0 RESALE —
SECTIONS 251(c)(4) and 251(b)(1) 


          12.1
Availability of Retail Rates for Resale 


          BA
shall make available to Level 3 for resale all Telecommunications Services as
described in (and to the extent required by) Section 251(c)(4) of the Act,
pursuant to the rates, terms and conditions of BA’s applicable Tariffs, as may
be amended from time to time. Such services shall be provided by BA to Level 3
at parity with the manner in which BA provides Telecommunications Services to
its end user Customers in terms of service quality and performance intervals.


          12.2
Availability of Wholesale Rates for Resale


          BA
shall make available to Level 3 for resale all Telecommunications Services that
BA provides at retail to Customers that are not Telecommunications Carriers at
the retail prices set forth in BA’s Tariffs less the wholesale discount set
forth in Exhibit A in accordance with Section 251(c)(4) of the Act. Such
services shall be provided in accordance with the terms of the applicable
retail services Tariff(s).


          12.3
Availability of Support Services and Branding for Resale 


          BA
shall make available to Level 3 the various support services for resale
described in Schedule 12.3 hereto in accordance with the terms set forth
therein. In addition, to the extent required by Applicable Law, upon request by
Level 3 and at prices, terms and conditions to be negotiated by Level 3 and BA,
BA shall provide BA Retail Telecommunications Services (as defined in Schedule
12.3) that are identified by Level 3’s trade name, or that are not identified
by trade name, trademark or service mark. 


17





          12.4
Additional Terms Governing Resale and Use of BA Services 


                    12.4.1
Level 3 shall comply with the provisions of this Agreement (including, but not
limited to, all applicable BA Tariffs) regarding resale or use of BA services.
In addition, Level 3 shall undertake in good faith to ensure that its Customers
comply with the provisions of BA’s Tariffs applicable to their use of BA’s
Telecommunications Services. 


                    12.4.2
Without in any way limiting subsection 12.4.1, Level 3 shall not resell (a)
residential service to business or other nonresidential Customers of Level 3,
(b) Lifeline or other means-tested service offerings, or grandfathered service
offerings, to persons not eligible to subscribe to such service offerings from
BA, or (c) any other BA service in violation of any user or user group
restriction that may be contained in the BA Tariff applicable to such service
to the extent such restriction is not prohibited by Applicable Laws. In
addition, Level 3 shall be subject to the same limitations that BA’s own retail
Customers may be subject to with respect to any Telecommunications Service that
BA discontinues offering. 


                    12.4.3
BA shall not be obligated to offer to Level 3 at a wholesale discount
Telecommunications Services that BA offers at a special promotional rate if such
promotions are for a duration of ninety (90) days or less. 


                    12.4.4
Level 3 shall not be eligible to participate in any BA plan or program under
which BA Customers may obtain products or merchandise, or services which are
not BA Telecommunications Services, in return for trying, agreeing to purchase,
purchasing, or using BA Telecommunications Services. 


                    12.4.5
BA may impose additional restrictions on Level 3’s resale of BA’s retail
Telecommunications Services to the extent permitted by Applicable Laws. 


13.0 COLLOCATION SECTION
251(c)(6) 


          13.1
To the extent required by and, in accordance with, Applicable Law, BA shall
offer to Level 3 Physical Collocation of equipment necessary for
Interconnection (pursuant to Section 4) or for access to unbundled Network
Elements (pursuant to Section 11.0), except that BA may offer only virtual
Collocation if so permitted under Applicable Law, including, without
limitation, if BA demonstrates to the Commission. that Physical Collocation is
not practical for technical reasons or because of space limitations, as
provided in Section 251(c)(6) of the Act. To the extent required under
Applicable Law, BA shall permit Level 3 to utilize such Collocation without
distinction for all Telecommunications Services, whether traditional voice or
advanced services. BA shall provide such Collocation solely for the purpose of
Interconnection with facilities or services of BA or access to unbundled
Network Elements of BA, except as otherwise mutually agreed to in writing by the
Parties or as required by the FCC or the Commission. BA shall provide
Collocation under the terms of its applicable TariFfs and this
Agreement. In the event of a conflict between this Agreement and the Tariffs,
this Agreement controls. In all cases, where BA is required to provide
Collocation under Applicable Law, it shall be provided to Level 


18





3 on rates, terms and
conditions that are just, reasonable and nondiscriminatory as set forth in 47
U.S.C. 251(c)(6). 


          13.2
Level 3 shall offer to BA Collocation of equipment for purposes of
Interconnection (pursuant to Section 4) on a non-discriminatory basis and at
comparable rates, terms and conditions as Level 3 may provide to other third parties. Level 3 shall provide such Collocation subject to applicable
Tariffs or a separate agreement between the Parties. 


          13.3
In the course of implementing a Collocation project, BA shall:


          (a)
identify the Collocation project manager assigned to the project; 


          (b)
develop a written comprehensive “critical tasks” timeline detailing the work
(and relative sequence thereof) that is to be performed by each Party or
jointly by both Parties; and 


          (c)
provide Level 3 with the relevant engineering requirements, including the
projected dimensions of the Physical Collocation space. 


          13.4
Where Level 3 is virtually collocated in a space which was initially prepared
for virtual Collocation, Level 3 may elect to (a) retain its virtual Collocation
in that space and expand that virtual Collocation according to current
procedures and the terms set forth in applicable Tariffs or (b) unless it is
not practical for technical reasons or because of space limitations, transition
its virtual Collocation to Physical Collocation at such premises, in which case
Level 3 shall coordinate the construction and rearrangement with BA of its
transmission equipment and facilities for which Level 3 shall pay BA at the
rates set forth in applicable Tariffs. In addition, all applicable Physical
Collocation nonrecurring and recurring charges shall apply and any nonrecurring
and recurring charges for the transition to Physical Collocation and removal of
virtual Collocation equipment shall apply. 


          13.5
After notifying Level 3 that BA has no available Physical Collocation space in
a particular Central Office, BA must timely file a petition, where required
under Applicable Law, with the Commission pursuant to 47 U.S.C. § 251(c)(6). BA
will maintain a waiting list of customers on a first come, first served basis.
BA will notify the telecommunications carriers on the waiting list when space
becomes available according to how much space becomes available and the
position of telecommunications carrier on said waiting list. Upon written
request, BA will advise Level 3 as to its position on the list. Notwithstanding
the foregoing, should any state regulatory agency impose a different procedure
regarding the assignment of space in a Central Office where space has been previously
unavailable, this Agreement may be amended to incorporate such
Commission-ordered procedure. 


          13.6
Joint Planning and Implementation Intervals 


                    13.6.1
Upon BA’s receipt of a written request from Level 3, BA shall provide to Level
3 point of termination bay assignments for a Collocation arrangement; BA shall
provide such assignments to Level 3 at least ten (10) days prior to the date of
completion of the 


19





Collocation arrangement, so
long as BA has had a reasonable amount of time to respond to Level 3’s request
for such information. Upon Level 3’s reasonable request for additional
information relating to its Collocation arrangement, BA shall work
cooperatively and in good faith with Level 3 to supply such information as it
becomes available. 


                    13.6.2 For each Collocation request submitted by Level 3,
the Parties shall meet to develop a set of major milestones for such request.
BA and Level 3 shall work cooperatively to meet such milestones. The Parties
shall conduct additional joint planning meetings if, and, as reasonably
required. 


                    13.6.3
After completion of construction, Level 3 and BA will complete an acceptance
walkthrough of all collocated space requested from BA. Exceptions that are
noted during this acceptance walkthrough and mutually agreed to by the Parties
shall be corrected by BA within thirty (30) calendar days after the
walkthrough. The correction of these exceptions from Level 3’s original request
for Collocation shall be at BA’s expense. 


                    13.6.4
Level 3 shall have the right to install all reasonable security measures it
reasonably deems necessary for the protection of facilities within its own
Collocation cage. Such measures shall include, but are not limited to, the installation
of locks or access card readers. Level 3 will ensure that BA has adequate
access to the locked enclosure for the purposes of routine inspections or
emergencies, subject to the applicable BA Tariff provisions governing such
access by BA.


                    13.6.5
Subject to the applicable BA Tariff bona fide request process, and only to the
extent required by Applicable Law, Level 3 is entitled to a rebuttable
presumption that its requested Collocation arrangement is technically feasible
if any local exchange carrier has deployed such an arrangement in any incumbent
local exchange carrier premises.


                    13.6.6
Equipment deployed by Level 3 at the BA premises will meet the safety
requirements defined in BA’s NEBS Requirements Document RNSA-NEB-95-0003. BA
shall not impose any equipment safety requirements upon Level 3 that are more
stringent than the requirements it places upon its own equipment, nor shall BA
require that collocated equipment meets NEBS performance requirements. If BA
denies Collocation on safety grounds, it shall provide Level 3 a list that
includes all equipment in the BA premises, together with an affidavit attesting
that this equipment meets or exceeds the relevant safety standard, within five
(5) business days of the denial; provided, however, that the scope of the
equipment BA is required to provide on such a list will be determined in
accordance with Applicable Law. BA may obtain an extension of this interval
upon receipt of written consent from Level 3, which consent shall not
unreasonably be withheld. 


                    13.6.7
Upon written request by Level 3 to utilize a vendor not previously approved or
authorized by BA, BA shall not unreasonably delay consideration of whether BA
shall approve or authorize Level 3 or any entity designated by Level 3 as a
vendor eligible to work in BA premises. Such requests for approval or
authorization shall be considered in a 


20





nondiscriminatory
manner pursuant to published certification or approval standards provided by BA
to Level 3.


14.0 NUMBER
PORTABILITY — SECTION 251(b)(2)


          14.1
Scope 


The Parties
shall provide Number Portability (“NP”) in accordance with the Act, rules and
regulations as from time to time prescribed by the FCC and the Commission, as
applicable, and applicable industry standards.


          14.2
Procedures for Providing LNP (“Long-term Number Portability”) 


          The
Parties will follow the LNP provisioning process recommended by the North
American Numbering Council (NANC) and adopted by the FCC. In addition, the
Parties agree to follow the LNP ordering procedures established at the Ordering
and Billing Forum (“OBF”). The Parties shall provide LNP on a reciprocal basis.


                    14.2.1
LNP applies when a Customer of one Party (“Party A”) elects to become a
Customer of the other Party (“Party B”) and also elects to utilize the original
telephone number(s) corresponding to the Telephone Exchange Service(s) it
previously received from Party A, in conjunction with the Telephone Exchange
Service(s) it will now receive from Party B. After Party B has received
appropriate authorization in accordance with Applicable Law from an end user
Customer and sends an LSR to Party A, Parties A and B will work together to
port the Customer’s telephone number(s) from Party A’s network to Party B’s
network. It is Party B’s responsibility to maintain a file of all such
authorizations. Upon written request from Party A, Party B shall provide a copy
of any such authorization.


                    14.2.2
When a telephone number is ported out of Party A’s network, Party A will remove
any non-proprietary line based calling card(s) associated with the ported
number(s) from its Line Information Database (“LIDB”). Reactivation of the
line-based calling card in another LIDB, if desired, is the responsibility of
Party B or Party B’s Customer.


                    14.2.3
When a Customer of Party A ports his or her telephone numbers to Party B and
the Customer has previously secured a reservation of line numbers from Party A
for possible activation at a future point, these reserved but inactive numbers
may be ported along with the active numbers to be ported provided the numbers
have been reserved for the Customer. Party B may request that Party A port all
reserved numbers assigned to the Customer or that Party A port only those
numbers listed by Party B. As long as Party B maintains reserved but inactive
numbers ported for the Customer, Party A shall not reassign those numbers.
Party B shall not reassign the reserved numbers to another end user Customer. 


                    14.2.4
When a Customer of Party A ports his or her telephone numbers to Party B, in
the process of porting the Customer’s telephone numbers, Party A shall
implement the ten-digit trigger feature where it is available. When Party A
receives the porting request, the unconditional 


21





trigger shall
be applied to the Customer’s line before the due date of the porting activity.
When the ten-digit unconditional trigger is not available, Party A and Party B
must coordinate the disconnect activity. 


                    14.2.5
The Parties shall furnish each other with the Jurisdiction Information
Parameter (HP) in the Initial Address Message (TAM), containing a Local
Exchange Routing Guide (LERG)-assigned NPA-NXX (6 digits) identifying the
originating switch on calls originating from LNP capable switches. 


                    14.2.6
Where LNP is commercially available, the NXXs in the End Office shall be
defined as portable, except as noted in Section 14.2.7, and translations will
be changed in the Parties’ switches to open those NXXs for database queries in
all applicable LNP capable End Offices within the LATA of the given
switch(es). On a prospective basis, all newly deployed switches will be equipped with LNP capability and so noted in
the LERG, pursuant to schedules and requirements, if any, set forth under
industry standards and/or Applicable Law.  


                    14.2.7
All NXXs assigned to LNP capable switches are to be designated as portable
unless an NXX(s) has otherwise been designated as non-portable. Non-portable
NXXs include NXX codes assigned. to paging, cellular and wireless services;
codes assigned for internal testing and official use and any other NXX codes
required to be designated as non-portable by the rules and regulations of the
FCC. NXX codes assigned to mass calling on a choked network may not be ported
using LNP technology but are portable using methods established by the NANC and
adopted by the FCC. On a prospective basis, newly assigned codes in switches
capable of porting shall become commercially available for porting with the
effective date in the network, pursuant to schedules and requirements, if any,
set forth under industry standards and/or Applicable Law.


                    14.2.8
Both Parties’ use of LNP shall meet the performance criteria specified by the
FCC. Both Parties will act as the default carrier to perform the query for
location routing number for the other Party in the event that either Party is
unable to perform the routing necessary for LNP. 


          14.3
Procedures for Providing NP Through Full NXX Code Migration 


          Where
a Party has activated an entire NXX for a single Customer, or activated at
least eighty percent (80%) of an NXX for a single Customer, with the remaining
numbers in that NXX either reserved for future use by that Customer or
otherwise unused, if such Customer chooses to receive Telephone Exchange
Service from the other Party, the first Party shall cooperate with the second
Party to have the entire N)0( reassigned in the LERG (and associated industry
databases, routing tables, etc.) to an End Office operated by the second Party.
Such transfer will be accomplished with appropriate coordination between the
Parties and subject to appropriate industry lead-times for movements of NXXs
from one switch to another. Neither Party shall charge the other in connection
with this coordinated transfer. 


22





15.0 DIALING
PARITY — SECTION 251(b)(3) 


BA and Level 3
shall each provide the other with nondiscriminatory access to such services and
information as are necessary to allow the other Party to implement Dialing
Parity for Telephone Exchange Service, operator services, directory assistance,
and directory listing information with no unreasonable dialing delays, as
required under Section 251(b)(3) of the Act. 


16.0 ACCESS TO
RIGHTS-OF-WAY — SECTION 251(b)(4) 


          16.1
To the extent required by Applicable Law and where facilities are available,
each Party (“Licensor”) shall provide the other Party (“Licensee”) access for
purposes of making attachments to the poles, ducts, rights-of-way and conduits
it owns or controls pursuant to any existing or future license agreement
between the Parties. Such access shall be in conformance with 47 U.S.C. § 224 and
on terms, conditions and prices comparable to those offered to any other entity
pursuant to each Party’s applicable Tariffs (including generally-available
license agreements).


          16.2
Licensor shall process all completed license applications for new or additional
attachments, including the performance of a pre-license survey, on a
first-come, first-serve basis as set forth in its applicable Tariff. Licensor
shall make all access determinations in accordance with the requirements of
Applicable Law (including any applicable FCC Regulations), considering such
factors as capacity, safety, reliability and general engineering
considerations. Licensor shall inform Licensee in writing as to whether an
application has been granted (subject to Licensee’s payment for any
“make-ready” work that may be required) or denied within forty-five (45) days
of receipt of such application. Where an application involves an increase in
capacity by Licensor, Licensor shall take reasonable steps to accommodate
requests for access in accordance with Applicable Law. Before denying Licensee
access based on lack of capacity, Licensor shall explore potential
accommodations in good faith with Licensee. In order to facilitate Licensee’s
completion of an application, Licensor shall make commercially reasonable
efforts to, within fifteen (15) business days of a legitimate request
identifying the specific geographic area and types and quantities of required
structures, provide Licensee such maps, plats or other relevant data reasonably
necessary to complete the applications described above, subject to a
non-disclosure agreement in form reasonably agreeable to Licensor. Such
requests shall be processed by Licensor on a first-come, first-serve basis.
This exchange of information and records does not preclude the need for a field
survey to verify the location and availability of structures and rights of way
to be used. Licensor shall make commercially reasonable efforts to meet with or
respond to Licensee’s inquiries regarding the information supplied to it as
soon as practicable following receipt of such request for meeting or inquiry
from Licensee. Completion of make-ready work and attachments shall be in
accordance with any existing or future license agreement between the Parties.


17.0 NOT
ADOPTED 


23






18.0
COORDINATED SERVICE ARRANGEMENTS 


          18.1
Intercept and Referral Announcements 


          When
a Customer changes its service provider from BA to Level 3, or from Level 3 to
BA, and does not retain its original telephone number, the Party formerly
providing service to such Customer shall provide a referral announcement
(“Referral Announcement”) on the abandoned telephone number which provides
details on the Customer’s new number or provide other appropriate information
to the extent known. Referral Announcements shall be provided reciprocally,
free of charge to either the other Party or the Customer to the extent the
providing Party does not charge its own Customers for such service, for a
period of not less than four (4) months after the date the Customer changes its
telephone number in the case of business Customers and not less than sixty (60)
days after the date the Customer changes its telephone number in the case of
residential Customers. 


          18.2
Coordinated Repair Calls 


          Level
3 and BA will employ the following procedures for handling misdirected repair
calls: 


                    18.2.1
Level 3 and BA will educate their respective Customers as to the
correct telephone numbers to call in order to access their respective repair
bureaus. 


                    18.2.2
To the extent Party A is identifiable as the correct provider of service to
Customers that make misdirected repair calls to Party B, Party B will
immediately refer the Customers to the telephone number provided by Party A, or
to an information source that can provide the telephone number of Party A, in a
courteous manner and at no charge. In responding to misdirected repair calls,
neither Party shall make disparaging remarks about the other Party, its
services, rates, or service quality. 


                    18.2.3
Level 3 and BA will provide their respective repair contact numbers to one
another on a reciprocal basis. 


          18.3
Customer Authorization 


                    18.3.1
Without in any way limiting either Party’s obligations under subsection 27.1,
each Party shall comply with Applicable Law with regard to Customer selection
of a primary Telephone Exchange Service provider. 


                    18.3.2
In the event either Party requests that the other Party install, provide,
change, or terminate a Customer’s Telecommunications Service (including, but
not limited to, a Customer’s selection of a primary Telephone Exchange Service
Provider) and (a) fails to provide documentary evidence of the Customer’s primary
Telephone Exchange Service Provider


24






selection upon
request, or (b) fails to obtain authorization from the Customer for such
installation, provision, selection, change or termination in accordance with
Applicable Law, then in addition to any other rights or remedies available to
the other Party, the requesting Party shall be liable to the other Party for
all charges that would be applicable to the Customer for the initial change in
the Customer’s Telecommunications Service and any charges for restoring the
Customer’s Telecommunications Service to its Customer-authorized condition,
including to the appropriate primary Telephone Exchange Service provider. 


                    18.3.3
Without in any way limiting Level 3’s obligations under subsection 27.1, Level
3 shall comply with Applicable Law with regard to Customer Proprietary Network
Information, including, but not limited to, 47 U.S.C. § 222. Level 3 shall not
access (including, but not limited to, through BA OSS Services (as defined in
Schedule 12.3) and BA Pre-OSS Services), use, or disclose Customer Proprietary
Network Information made available to Level 3 by BA pursuant to this Agreement
unless Level 3 has obtained any Customer authorization for such access, use
and/or disclosure required by Applicable Law. By accessing, using or disclosing
Customer Proprietary Network Information, Level 3 represents and warrants that
it has obtained authorization for such action from the applicable Customer in
the manner required by Applicable Law and this Agreement. Level 3 shall, upon
request by BA, provide proof of such authorization (including a copy of any
written authorization). 


                    18.3.4
BA shall have the right to monitor and/or audit Level 3’s access to and use
and/or disclosure of Customer Proprietary Network Information that is made
available by BA to Level 3 pursuant to this Agreement to ascertain whether
Level 3 is complying with the requirements of Applicable Law and this Agreement
with regard to such access, use, and/or disclosure. To the extent permitted by
Applicable Law, the foregoing right shall include, but not be limited to, the
right to electronically monitor Level 3’s access to and use of Customer
Proprietary Network Information that is made available by BA to Level 3 pursuant
to this Agreement. 


19.0 NOT
ADOPTED 


25





20.0 RATES AND CHARGES;
ASSURANCE OF PAYMENT 


          20.1
Except as provided elsewhere in this Agreement, the rates and charges set forth
in Exhibit A hereto shall apply to the services, facilities, and arrangements
provided hereunder and used for the provision of Telephone Exchange Service and
associated Exchange Access. To the extent that services, facilities or
arrangements are not included in Exhibit A, or the rates and charges therefor
are not set forth in Exhibit A or elsewhere in this Agreement, the providing
Party may charge its applicable, effective and nondiscriminatory Tariff rate
that has been approved or otherwise allowed to go into effect by the Commission
or the FCC. 


          20.2
Notwithstanding Section 20.1 hereof, the rates and charges set forth in Exhibit
A shall be superseded by any new rate or charge when such new rate or charge is
required by any order of the Commission or the FCC, approved by the Commission
or the FCC, or otherwise allowed to go into effect, provided such new rates or
charges are not subject to a stay issued by any court or regulatory body of
competent jurisdiction. Notwithstanding any other provision of this 


26





Agreement, each Party
reserves its respective right to file a complaint with the Commission with
respect to the Tariff rates and charges of the other Party. 


          20.3
Upon request by BA, Level 3 shall, at any time and from time to time, provide
to BA adequate assurance of payment of amounts due (or to become due) to BA
hereunder. Assurance of payment of charges may be requested by BA if Level 3
(a) in BA’s reasonable judgment, at the Effective Date or at any time
thereafter, is unable to demonstrate that it is creditworthy, (b) fails to
timely pay (or fails to give notice of a bona fide dispute pursuant to Section
28.8 hereof with respect to) a bill rendered to Level 3 by BA, (c) in BA’s
reasonable judgment, at the Effective Date or at any time thereafter, does not
have established credit with BA or (d) admits its inability to pay its debts as
such debts become due, has commenced a voluntary case (or has had a case
commenced against it) under the U.S. Bankruptcy Code or any other law relating
to bankruptcy, insolvency, reorganization, winding-up, composition or
adjustment of debts or the like, has made an assignment for the benefit of
creditors or is subject to a receivership or similar proceeding. Unless
otherwise agreed by the Parties, the assurance of payment shall, at BA’s
option, consist of (i) a cash security deposit in U.S. dollars held in an
account by BA or (ii) an unconditional, irrevocable standby letter of credit
naming BA as the beneficiary thereof and otherwise in form and substance
satisfactory to BA from a financial institution acceptable to BA, in either
case in an amount equal to two (2) months anticipated charges (including,
without limitation, both recurring and non-recurring charges), as reasonably
determined by BA, for the services, facilities or arrangements to be provided
by BA to Level 3 in connection with this Agreement. To the extent that BA opts
for a cash deposit, the Parties intend that the provision of such deposit
shall constitute the grant of a security interest pursuant to Article 9 of the
Uniform Commercial Code as in effect in any relevant jurisdiction. If required
by an applicable BA Tariff or by Applicable Law, interest will be paid on any
such deposit held by BA at the higher of the stated interest rate in such
Tariff or in the provisions of Applicable Law. BA may (but is not obligated to)
draw on the letter of credit or funds on deposit in the account, as applicable,
upon notice to Level 3 in respect of any amounts billed hereunder that are not
paid within thirty (30) days of the date of the applicable statement of charges
prepared by BA. The fact that a security deposit or a letter of credit is
requested by BA hereunder shall in no way relieve Level 3 from compliance with
BA’s regulations as to advance payments and payment for service, nor constitute
a waiver or modification of the terms herein pertaining to the discontinuance
of service for nonpayment of any sums due to BA for the services, facilities or
arrangements rendered. 


21.0 INSURANCE 


          21.1
Level 3 shall maintain during the term of this Agreement
all insurance and/or bonds required to satisfy its obligations under this
Agreement and all insurance and/or bonds required by Applicable Law, including,
without limitation, its obligations set forth in Section 24 hereof. At a
minimum and without limiting the foregoing covenant, Level 3 shall maintain the
following insurance:


	
  

 	
  

 
	
  

 	
           (a)
 Commercial General Liability Insurance, on an occurrence basis, including but
 not limited to, premises-operations, broad form property damage,
 products/completed 

 


27









	
  

 	
  

 
	
  

 	
 operations, contractual
 liability, independent contractors, and personal injury, with limits of at
 least $2,000,000 combined single limit for each occurrence. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Automobile Liability, Comprehensive Form, with limits of at least $500,000
 combined single limit for each occurrence. 

 
	
  

 	
  

 
	
  

 	
           (c)
 Excess Liability, in the umbrella form, with limits of at least $10,000,000
 combined single limit for each occurrence. 

 
	
  

 	
  

 
	
  

 	
           (d)
 Worker’s Compensation Insurance as required by Applicable Law and Employer’s
 Liability Insurance with limits of not less than $1,000,000 per occurrence. 

 



          21.2
Level 3 shall name BA as an additional insured on the foregoing insurance,
except with respect to Worker’s Compensation Insurance. 


          21.3
Level 3 shall, within two (2) weeks of the date hereof and on a semi-annual
basis thereafter, furnish certificates or other proof of the foregoing
insurance acceptable to BA. The certificates or other proof of the foregoing
insurance shall be sent to: Director - Interconnection Services; Bell Atlantic
Telecom Industry Services; 1095 Avenue of the Americas; Room 1423; New York, NY
10036. In addition, Level 3 shall require its
agents, representatives, and contractors, if any, that may enter upon the
premises of BA or BA’s affiliated companies to maintain similar and appropriate
insurance and, if requested, to furnish BA certificates or other adequate proof
of such insurance. Certificates furnished by Level 3 or Level 3’s agents,
representatives, or contractors shall contain a clause stating: “Verizon New
Hampshire shall be notified in writing at least thirty (30) days prior to
cancellation of, or any material change in, the insurance.” 


22.0 TERM AND TERMINATION. 


	
  

 	
  

 
	
  

 	
           22.1
 This Agreement shall be effective as of the Effective Date and, unless
 cancelled or terminated earlier in accordance with the terms hereof, shall
 continue in effect until September 30, 2002 (the “Initial Term”). Thereafter,
 this Agreement shall continue in force and effect unless and until cancelled
 or terminated as provided in this Agreement. 

 



22.2 Either Level 3 or BA
may terminate this Agreement effective upon the expiraticin of the Initial Term
or effective upon any date after expiration of the Initial Term by providing
written notice of termination at least ninety (90) days in advance of the date
of termination. 


          22.3
Both Level 3 and BA shall have the right to request negotiation of a new
interconnection agreement at any time beginning January 1, 2002. Any such
request must be provided to the other Party in writing and shall be deemed a
request for negotiation under Section 251 of the Act. If either Level 3 or BA
provides notice of termination pursuant to Section 22.2 and on or before the
proposed date of termination either Level 3 or BA has requested negotiation of
a new interconnection agreement, unless this Agreement is cancelled or
terminated earlier in accordance with the terms hereof, this Agreement shall
remain in effect during the “interim 


28





period” beginning on the
proposed date of termination (which date shall not be earlier than September
30, 2002) and ending on the earlier of (a) the effective date of a new
interconnection agreement between Level 3 and BA; or, (b) the date one (1) year
after the proposed date of termination; provided, however, that notwithstanding
any other provision in this Agreement, if the Commission, the FCC or a court of
competent jurisdiction should at any time after the date hereof issue or
release an order, or if a federal or state legislative authority should enact a
statute, that by its terms (i) expressly supercedes or modifies existing
interconnection agreements and (ii) specifies a rate or rate structure for
reciprocal compensation, , or access charges that is to apply to Internet
Traffic, then the Parties shall promptly amend this Agreement to reflect the
terms of such order or statute for the foregoing interim period (but, for the
avoidance of any doubt, not for any period prior to the start of such interim
period); provided further that, if such order or statute does not expressly
supercede or modify existing interconnection agreements, then either Party, in
its sole discretion, may elect, on any date from and after the beginning of the
foregoing interim period (but, for the avoidance of any doubt, not prior to the
start of such interim period), to terminate the provisions set forth herein
with thirty (30) days advance written notice to the other Party (it being
understood, for the avoidance of any doubt, that such notice may be provided
(but not yet be effective) prior to the start of such interim period). In the
event either Party elects to exercise its right to terminate the
provisions, then the Parties shall promptly amend
this Agreement to reflect the terms of such order or statute, and any such
amendment shall be retroactive to the effective date of the termination (but,
for the avoidance of any doubt, shall not be retroactive with respect to any
period prior to October 1, 2002). 


          22.4
If either Level 3 or BA provides notice of termination pursuant to Section 22.2
and by 11:59 PM Eastern Time on the proposed date of termination neither Level
3 nor BA has requested negotiation of a new interconnection agreement, (a) this
Agreement will terminate at 11:59 PM Eastern Time on the proposed date of
termination, and (b) the Services being provided under this Agreement at the
time of termination will be terminated, except to the extent that the
purchasing Party has requested that such Services continue to be provided
pursuant to an applicable Tariff. In any event, should termination of the
Agreement be contemplated pursuant to this Section 22.4, the Parties agree to
take commercially reasonable steps to minimize end user Customer disruption and
to ensure an orderly transition in the provision of services. 


          22.5
If either Party defaults in the payment of any amount due hereunder (that is
not the subject of a bona fide, good faith dispute hereunder), or if either
Party materially violates any other material provision of this Agreement, and
such default or violation shall continue for sixty (60) days after written
notice thereof, the other Party may terminate this Agreement or suspend the
provision of any or all services hereunder by providing written notice to the
defaulting Party. At least twenty-five (25) days prior to the effective date of
such termination or suspension, the other Party must provide the defaulting
Party and the appropriate federal and/or state regulatory bodies with written
notice of its intention to terminate the Agreement or suspend service if the
default is not cured. Notice shall be posted by overnight mail, return receipt
requested. If the defaulting Party cures the default or violation within the
sixty (60) day period, the other Party shall not terminate the Agreement or
suspend service provided hereunder but shall be entitled to recover all
reasonable costs, if any, incurred by it in connection with the default or
violation, including, 


29





without
limitation, costs incurred to prepare for the termination of the Agreement or
the suspension of service provided hereunder. 


23.0
DISCLAIMER OF REPRESENTATIONS AND WARRANTEES 


          EXCEPT
AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NEITHER PARTY MAKES OR RECEIVES ANY
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, FACILITIES OR
ARRANGEMENTS PROVIDED HEREUNDER OR CONTEMPLATED BY THIS AGREEMENT AND THE
PARTIES DISCLAIM ANY OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. 


24.0
INDEMNIFICATION 


          24.1
BA agrees to indemnify, defend and hold harmless Level 3 from and against any
and all Losses resulting from any claims, demands, suits, governmental
proceedings, or other actions: 


	
  

 	
  

 
	
  

 	
           (a)
 relating to personal injury to or death of any person, or damage to, or
 destruction or loss of, real and/or personal property of any person, arising
 from transactions or activities relating to this Agreement, to the extent
 such injury, death, damage, destruction or loss, was proximately caused by
 the negligent or otherwise tortious acts or omissions of BA; or 

 
	
  

 	
  

 
	
  

 	
           (b)
 made, instituted, or asserted by BA’s own Customer(s) against Level 3 arising
 out of Level 3’s provision of services to BA under this Agreement (except for
 a Loss as to which Level 3 is obligated to indemnify BA under Section
 24.2(a)). 

 



          24.2
Level 3 agrees to indemnify, defend and hold harmless BA from and against any
and all Losses resulting from any and all claims, demands, suits, governmental
proceedings, or other actions: 


	
  

 	
  

 
	
  

 	
           (a)
 relating to personal injury to or death of any person, or damage to, or
 destruction or loss of, real and/or personal property, owned by any person,
 arising from transactions or activities relating to this Agreement, to the
 extent such injury, death, damage, destruction or loss, was proximately
 caused by the negligent or otherwise tortious acts or omissions of Level 3;
 or 

 
	
  

 	
  

 
	
  

 	
           (b)
 made, instituted, or asserted by Level 3’s own Customer(s) against BA arising
 out of BA’s provision of services to Level 3 under this Agreement (except for
 a Loss as to which BA is obligated to indemnify Level 3 under Section
 24.1(a)). 

 



          24.3
Nothing in Sections 24.1 and 24.2 shall affect or limit any claims, remedies,
or other actions the indemnifying Party may have against the indemnified Party
under this Agreement, any 


30





other
contract, any applicable Tariff(s), or Applicable Law, relating to the
indemnified Party’s provision of services, facilities or arrangements to the
indemnifying Party under this Agreement. 


          24.4
A Party’s obligation to indemnify the other Party as provided herein shall be
conditioned upon the following: 


	
  

 	
  

 
	
  

 	
           (a)
 The indemnified Party shall promptly notify the indemnifying Party of any
 action taken against the indemnified Party relating to the indemnification.
 However, the failure to give such notice shall release the Indemnifying Party
 from its obligations under this Section 24.0 only to the extent the failure
 to give such notice has prejudiced the indemnifying Party. 

 
	
  

 	
  

 
	
  

 	
           (b)
 The indemnifying Party shall have sole authority to defend any such action,
 including the selection of legal counsel, and the indemnified Party may
 engage separate legal counsel only at the indemnified Party’s sole cost and
 expense. 

 
	
  

 	
  

 
	
  

 	
           (c)
 In no event shall the indemnifying Party settle or consent to any judgment in
 an action without the prior written consent of the indemnified Party, which
 consent shall not be unreasonably withheld. However, in the event the
 settlement or judgment requires a contribution from or affects the rights of
 the indemnified Party, the indemnified Party shall have the right to refuse
 such settlement or judgment and, at its own cost and expense, take over the
 defense against such Loss, provided that in such event the indemnifying Party
 shall not be responsible for, nor shall it be obligated to indemnify the
 indemnified Party against, the Loss for any amount in excess of such refused
 settlement or judgment. 

 
	
  

 	
  

 
	
  

 	
           (d)
 The indemnified Party shall, in all cases, assert any and all provisions in
 its Tariffs that limit liability to third parties as a bar to any recovery by
 the third party claimant in excess of such limitation of liability. 

 
	
  

 	
  

 
	
  

 	
           (e)
 The indemnified Party shall offer the indemnifying Party all reasonable
 cooperation and assistance in the defense of any such action. 

 



          24.5
Each Party agrees that it will not implead or bring any action against the
other Party or its affiliates, or any of their respective directors, officers,
agents or employees, based on any claim by any person for personal injury or
death that occurs in the course or scope of employment of such person by the
other Party and that arises out of performance of this Agreement. 


25.0
LIMITATION OF LIABILITY 


          25.1
The liability of either Party to the other Party for damages, claims or other
losses arising out of failure to comply with a direction to install, restore or
terminate facilities, or out of failures, mistakes, omissions, interruptions,
delays, errors, defects or the like (collectively, “Errors”) occurring in the
course of furnishing any services, arrangements, or facilities hereunder shall
be determined in accordance with the terms of the applicable Tariff(s) of the
providing Party. In the 


31





event no
Tariff(s) apply, the providing Party’s liability for such Errors shall not
exceed an amount equal to the pro rata applicable monthly charge for the period
in which such Errors occur. Recovery of said amount shall be the injured
Party’s sole and exclusive remedy against the providing Party for such Errors. 


          25.2
Neither Party shall be liable to the other Party in connection with the
provision or use of services offered under this Agreement for indirect,
incidental, consequential, reliance, punitive, or like damages, including, without
limitation, damages for lost profits (collectively, “Consequential Damages”),
regardless of the form of action, whether in contract, warranty, strict
liability, tort or otherwise, including, without limitation, negligence of a
Party, even if the other Party has been advised of the possibility of such
damages; provided that the foregoing shall not limit a Party’s obligation under
Section 24 hereof. 


26.0
PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES 


          26.1
Performance Standards 


     BA
shall provide Interconnection and unbundled Network Elements, and make its
Telecommunication Services available for resale, all as set forth herein in
accordance with the performance standards set forth in Section 251(c) of the
Act and the FCC Regulations. 


          26.2 Performance Reporting 


     26.2.1
To the extent required by the FCC Order in the Application of BELL ATLANTIC
Corporation, Transferee, For Consent to Transfer Control of BELL ATLANTIC
Corporation and its Subsidiaries, NSD-L-96-10, Memorandum Opinion and Order
(August 14, 1997) (“the FCC Merger Order”), BA shall provide Level 3 with the
Performance Monitoring Reports applicable to Level 3 in accordance with the
requirements of said FCC Merger Order. 


	
  

 	
  

 
	
  

 	
           26.2.2
 To the extent required by Appendix D, Section V, “Carrier-to-Carrier
 Performance Plan (Including Performance Measurements),” and Appendix D,
 Attachment A, “Carrier-to-Carrier Performance Assurance Plan,” of the
 Memorandum Opinion and Order In re Application of GTE Corporation,
 Transferor, and BELL ATLANTIC CORPORATION, Transferee, For Consent to
 Transfer Control of Domestic and International Sections 214 and 310
 Authorizations and Application to Transfer Control of a Submarine Cable
 Landing License, CC Docket No. 98-184 (June 16, 2000), BA shall provide
 performance measurement results to Level 3. 

 



                    26.2.3
Level 3 agrees that the performance information included in the Performance
Monitoring Reports and the performance measurement results described in
Sections 26.2.1 and 26.2.2 hereof is confidential and proprietary to BA, and
shall be used by Level 3 solely for internal performance assessment purposes,
for purposes of joint Level 3- and BA assessments of service performance, and
for reporting to the Commission, the FCC, or courts of competent jurisdiction,
under cover of an agreed-upon protective order, for the sole purpose of 


32





enforcing BA’s
obligations hereunder. Level 3 shall not otherwise disclose this information to
third parties. 


27.0
COMPLIANCE WITH LAWS; REGULATORY APPROVAL 


          27.1
Each Party shall remain in compliance with Applicable Law in the course of
performing this Agreement. Each Party shall promptly notify the other Party in
writing of any governmental action that suspends, cancels, withdraws, limits,
or otherwise materially affects its ability to perform its obligations
hereunder. 


          27.2
The Parties understand and agree that this Agreement will be filed with the
Commission and may thereafter be filed with the FCC as an integral part of BA’s
application pursuant to Section 271(d) of the Act. In the event that any one or
more of the provisions contained herein in BA’s reasonable determination is
likely to adversely affect BA’s application pursuant to Section 271(d) of the
Act, the Parties agree to make only the minimum revisions necessary to
eliminate the inconsistency or amend the application-affecting provision(s). 


          27.3
Except as explicitly provided in Sections 4.2.4, 5.7 and 22 of this Agreement,
in the event of a change in Applicable Law that materially affects any material
term of this Agreement, the rights or obligations of either Party hereunder, or
the ability of either Party to perform any material provision hereof, the
Parties shall renegotiate in good faith such affected provisions with a view
toward agreeing to acceptable new terms as may be required or permitted as a
result of such legislative, regulatory, judicial or other legal action. 


          27.4
Except as explicitly provided in Sections 4.2.4, 5.7 and 22 of this Agreement,
notwithstanding anything else herein to the contrary, if, as a result of any
decision, order or determination of any judicial or regulatory authority with
jurisdiction over the subject matter hereof, it is determined that BA is not
required to furnish any service, facility or arrangement, or to provide any
benefit required to be furnished or provided to Level 3 hereunder, then BA may
discontinue the provision of any such service, facility, arrangement or benefit
to the extent permitted by any such decision, order or determination by
providing ninety (90) days prior written notice to Level 3, unless a different
notice period or different conditions are specified in this Agreement
(including, but not limited to, in an applicable Tariff or Applicable Law) for
termination of such service, in which event such specified period and/or
conditions shall apply. 


28.0
MISCELLANEOUS 


          28.1
Authorization 


          28.1.1
BA is a corporation duly organized, validly existing and in good standing under
the laws of the State of New Hampshire and has full power and authority to
execute and deliver this Agreement and to perform the obligations hereunder. 


33





          28.1.2
Level 3 is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware, and has full power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. 


          28.1.3
Level 3 represents that it is a certified provider of local exchange services
in the State of New Hampshire 


          28.2
Independent Contractor; Disclaimer of Agency 


          Each
Party shall perform services hereunder as an independent contractor and nothing
herein shall be construed as creating any other relationship between the
Parties. Each Party and each Party’s contractor shall be solely responsible for
the withholding or payment of all applicable federal, state and local income
taxes, social security taxes and other payroll taxes with respect to their
employees, as well as any taxes, contributions or other obligations imposed by
applicable state unemployment or workers’ compensation acts. Each Party has
sole authority and responsibility to hire, fire and otherwise control its
employees. Except for provisions herein expressly authorizing a Party to act
for another, nothing in this Agreement shall constitute a
Party as a legal representative or agent of the other Party, nor shall a Party
have the right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against or in the name or on behalf
of the other Party -unless otherwise expressly permitted by such
other Party. Except as otherwise expressly provided in this Agreement, no Party
undertakes to perform any obligation of the other Party, whether regulatory or
contractual, or to assume any responsibility for the management of the other
Party’s business. 


          28.3
Force Majeure 


          Neither
Party shall be responsible for delays or failures in performance resulting from
acts or occurrences beyond the reasonable control of such Party, including,
without limitation: adverse weather conditions, fire, explosion, power failure,
acts of God, war, revolution, civil commotion, or acts of public enemies; any
law, order, regulation, ordinance or requirement of any governmental or legal
body; labor unrest, including, without limitation, strikes, slowdowns,
picketing or boycotts; or delays caused by the other Party or by other service
or equipment vendors beyond the Party’s reasonable control; or any other acts
or occurrences beyond the Party’s reasonable control (the fact that a
particular delay or failure in performance was foreseen or foreseeable not
necessarily being indicative or non-indicative of whether or not the act or
occurrence was within a Party’s reasonable control) (any of the
foregoing, a “Force Majeure Event”). In such event, the nonperforming Party
shall, upon giving prompt notice to the other Party, be excused from such
performance on a day-to-day basis to the extent of such interference (and the
other Party shall likewise be excused from performance of its obligations on a
day-to-day basis to the extent such Party’s obligations relate to the
performance so interfered with). The non-performing Party shall use its
commercially reasonable efforts to avoid or remove the cause(s) of non-performance
and both Parties shall proceed to perform with dispatch once the cause(s) are
removed or cease. Notwithstanding the above, in no case shall a Force Majeure
Event excuse either Party from the obligation to pay money when due under this
Agreement, nor require the non-performing Party to settle any labor dispute
except as the non-performing Party, in its sole discretion, determines
appropriate. Each Party 


34





agrees to
treat the other in parity with the manner in which it treats itself and any other
entities with regard to a Force Majeure Event 


          28.4
Confidentiality 


                    28.4.1
All information, including but not limited to specifications, microfilm,
photocopies, magnetic disks, magnetic tapes, drawings, sketches, models,
samples, tools, technical information, data, employee records, maps, financial
reports, and market data, that is furnished by one Party to the other Party and
that: 


	
  

 	
  

 
	
  

 	
 (a) contains
 customer specific, facility specific, or usage specific information, other
 than customer information communicated for the purpose of publication or
 directory database inclusion, or 

 
	
  

 	
  

 
	
  

 	
 (b) is in
 written, graphic, electromagnetic, or other tangible form and marked at the
 time of delivery as “Confidential” or “Proprietary,” or 

 
	
  

 	
  

 
	
  

 	
 (c) is
 communicated orally and declared to the receiving Party at the time of
 delivery, and-by written notice given to the receiving Party
 within ten (10) days after delivery, to be “Confidential” or “Proprietary”
 (collectively referred to as “Proprietary Information”), shall remain the
 property of the disclosing Party. 

 



                    28.4.2
Each Party shall keep all of the other Party’s Proprietary Information
confidential in the same manner it holds its own Proprietary Information
confidential (which in all cases shall be no less than in a commercially
reasonable manner) and shall use the other Party’s Proprietary Information only
for performing the covenants contained in this Agreement. Neither Party shall
use the other Party’s Proprietary Information for any other purpose except upon
such terms and conditions as may be agreed upon between the Parties in writing
or to enforce its rights hereunder (provided that the Party wishing to disclose
the other Party’s Proprietary Information submits the same to the Commission,
the FCC or courts of competent jurisdiction, as applicable, under a request for
a protective order). 


                    28.4.3
Unless otherwise agreed, the obligations of confidentiality and non-use set
forth in. this Agreement do not apply to such Proprietary Information that: 


	
  

 	
  

 
	
  

 	
 (a) was, at
 the time of receipt, already known to the receiving Party free of any
 obligation to keep it confidential as evidenced by written records prepared
 prior to delivery by the disclosing Party; or 

 
	
  

 	
  

 
	
  

 	
 (b) is or
 becomes publicly known through no wrongful act of the receiving Party; or 

 
	
  

 	
  

 
	
  

 	
 (c) is
 rightfully received from a third person having no direct or indirect secrecy or
 confidentiality obligation to the disclosing Party with respect to such
 information; or 

 


35









	
  

 	
  

 
	
  

 	
 (d) is independently
 developed by an employee, agent, or contractor of the receiving Party that is
 not involved in any manner with the provision of services pursuant to this
 Agreement and does not have any direct or indirect access to the Proprietary
 Information; or 

 
	
  

 	
  

 
	
  

 	
 (e) is approved for
 release by written authorization of the disclosing Party; or 

 
	
  

 	
  

 
	
  

 	
 (f) is required to be made
 public by the receiving Party pursuant to Applicable Law, provided that the
 receiving Party shall have made commercially reasonable efforts to give
 adequate notice of the requirement to the disclosing Party in order to enable
 the disclosing Party to seek protective orders. 

 



                    28.4.4
Following termination or expiration of this Agreement, and upon request by the
disclosing Party, the receiving Party shall return all tangible copies of
Proprietary Information, whether written, graphic, electromagnetic or
otherwise, except that the receiving Party may retain one copy for archival purposes
only. 


                    28.4.5
Notwithstanding any other provision of this Agreement, the provisions of this
Section 28.4 shall apply to all Proprietary Information furnished by either
Party to the other in furtherance of the purpose of this Agreement, even if
furnished before the Effective Date. 


                    28.4.6
The Parties’ obligations with respect to Proprietary Information under this
Section 28 shall not last beyond any time limitations therefor mandated under
State law. 


          28.5
Choice of Law 


          The
construction, interpretation and performance of this Agreement shall be
governed by and construed in accordance with the laws of the state in which
this Agreement is to be performed, except for its conflicts of laws provisions.
In addition, insofar as and to the extent federal law may apply, federal law
will control. 


          28.6
Taxes 


                    28.6.1
In General. With respect to any purchase hereunder of services, facilities or
arrangements, if any federal, state or local tax, fee, surcharge or other
tax-like charge (a “Tax”) is required or permitted by Applicable Law to be
collected from the purchasing Party by the providing Party, then (i) the
providing Party shall properly bill the purchasing Party for such Tax, (ii) the
purchasing Party shall timely remit such Tax to the providing Party and (iii)
the providing Party shall timely remit such collected Tax to the applicable
taxing authority. 


                    28.6.2
Taxes Imposed on the Providing Party. With respect to any purchase hereunder of
services, facilities or arrangements, if any federal, state or local Tax is
imposed by Applicable Law on the receipts of the providing Party, and such
Applicable Law permits the providing Party to exclude certain receipts received
from sales for resale to a public utility, distributor, telephone company,
local exchange carrier, telecommunications company or other 


36





communications
company (“Telecommunications Company”), such exclusion being based solely on
the fact that the purchasing Party is also subject to a tax based upon receipts
(“Receipts Tax”), then the purchasing Party (i) shall provide the providing
Party with notice in writing in accordance with Section 28.6.6 of this
Agreement of its intent to pay the Receipts Tax and (ii) shall timely pay the
Receipts Tax to the applicable tax authority. 


                    28.6.3
Taxes Imposed on Customers. With respect to any purchase hereunder of services,
facilities or arrangements that are resold to a third party, if any federal,
state or local Tax is imposed by Applicable Law on the subscriber, end-user,
Customer or ultimate consumer (“Subscriber”) in connection with any such
purchase, which a Telecommunications Company is required to impose and/or
collect from a Subscriber, then the purchasing Party (i) shall be required to
impose and/or collect such Tax from the Subscriber and (ii) shall timely remit
such Tax to the applicable taxing authority. 


                    28.6.4
Liability for Uncollected Tax, Interest and Penalty. If the providing Party has
not received an exemption certificate and fails to collect any Tax as required
by Section 28.6.1, then, as between the providing Party and the purchasing
Party, (i) the purchasing Party shall remain liable for such uncollected Tax
and (ii) the providing Party shall be liable for any interest assessed thereon
and any penalty assessed with respect to such uncollected Tax by such
authority. If the providing Party properly bills the purchasing Party for any
Tax but the purchasing Party fails to remit such Tax to the providing Party as
required by Section 28.6.1, then, as between the providing Party and the
purchasing Party, the purchasing Party shall be liable for such uncollected Tax
and any interest assessed thereon, as well as any penalty assessed with respect
to such uncollected Tax by the applicable taxing authority. If the providing
Party does not collect any Tax as required by Section 28.6.1 because the
purchasing Party has provided such providing Party with an exemption certificate
that is later found to be inadequate by a taxing authority, then, as between
the providing Party and the purchasing Party, the purchasing Party shall be
liable for such uncollected Tax and any interest assessed thereon, as well as
any penalty assessed with respect to such uncollected Tax by the applicable
taxing authority. If the purchasing Party fails to pay the Receipts Tax as
required by Section 28.6.2, then, as between the providing Party and the
purchasing Party, (x) the providing Party shall be liable for any Tax imposed
on its receipts and (y) the purchasing Party shall be liable for any interest
assessed thereon and any penalty assessed upon the providing Party with respect
to such Tax by such authority. If the purchasing Party fails to impose and/or
collect any Tax from Subscribers as required by Section 28.6.3, then, as
between the providing Party and the purchasing Party, the purchasing Party
shall remain liable for such uncollected Tax and any interest assessed thereon,
as well as any penalty assessed with respect to such uncollected Tax by the
applicable taxing authority. With respect to any Tax that the purchasing Party
has agreed to pay, or is required to impose on and/or collect from Subscribers,
the purchasing Party agrees to indemnify and hold the providing Party harmless
on an after-tax basis for any costs incurred by the providing Party as a result
of actions taken by the applicable taxing authority to recover the Tax from the
providing Party due to the failure of the purchasing Party to timely pay, or
collect and timely remit, such Tax to such authority. In the event either Party
is audited by a taxing authority, the other Party agrees to cooperate fully
with the Party being audited in order to respond to any audit 


37





inquiries in a
proper and timely manner so that the audit and/or any resulting controversy may
be resolved expeditiously. 


                    28.6.5
Tax Exemptions and Exemption Certificates. If Applicable Law clearly exempts a
purchase hereunder from a Tax, and if such Applicable Law also provides an
exemption procedure, such as an exemption-certificate requirement, then, if the
purchasing Party complies with such procedure, the providing Party shall not
collect such Tax during the effective period of such exemption. Such exemption
shall be effective upon receipt of the exemption certificate or affidavit in
accordance with the terms set forth in Section 28.6.6. If Applicable Law
clearly exempts a purchase hereunder from a Tax, but does not also provide an
exemption procedure, then the providing Party shall not collect such Tax if the
purchasing Party (i) furnishes the providing Party with a letter signed by an
officer requesting such an exemption and citing the provision in the Applicable
Law which clearly allows such exemption and (ii) supplies the providing Party
with an indemnification agreement, reasonably acceptable to the providing Party
(e.g., an agreement commonly used in the industry), which holds the providing
Party harmless on an after-tax basis with respect to its forbearing to collect
such Tax. 


                    28.6.6
If any discount or portion of a discount in price provided to Level 3 under
this Agreement (including, but not limited to, a wholesale discount provided
for in Exhibit A) is based on, anticipated Tax savings to BA because it was anticipated that
receipts from sales of BA services that would otherwise be subject to a Tax on
such receipts could be excluded from such Tax under Applicable Law because the
BA services would be sold to Level 3 for resale, and BA is, in fact, required
by Applicable Law to pay such Tax on receipts from sales of BA services to
Level 3, then, as between BA and Level 3, Level 3 shall be liable for, and
shall indemnify and hold harmless BA against (on an after-tax basis), any such
Tax and any interest and/or penalty assessed by the applicable taxing authority
on either Level 3 or BA with respect to the Tax on BA’s receipts. 


                    28.6.7
All notices, affidavits, exemption-certificates or other communications
required or permitted to be given by either Party to the other, for purposes of
this Section 28.6, shall be made in writing and shall be delivered in person or
sent by certified mail, return receipt requested, or registered mail, or a
courier service providing proof of service, and sent to the addressees set
forth in Section 28.10 as well as to the following: 


	
  

 	
  

 	
  

 
	
  

 	
 To Bell
 Atlantic:

 	
 Tax
 Administration

 
	
  

 	
  

 	
 Bell
 Atlantic Corporation

 
	
  

 	
  

 	
 1095 Avenue
 of the Americas

 
	
  

 	
  

 	
 Room 3109

 
	
  

 	
  

 	
 New York, NY
 10036

 
	
  

 	
  

 	
  

 
	
  

 	
 To Level 3:

 	
 Director of
 Tax Administration

 
	
  

 	
  

 	
 Level 3
 Communications, LLC

 
	
  

 	
  

 	
 1025
 Eldorado Blvd.

 
	
  

 	
  

 	
 Broomfield,
 CO 80021

 


38






Either Party
may from time to time designate another address or other addressees by giving
notice is accordance with the terms of this Section 28.6. Any notice or other
communication shall be deemed to be given when received.


          28.7
Assignment


          Neither
Party may assign this Agreement or any of its rights or obligations hereunder
to a third party without the written consent of the
other Party; provided, however, that either Party may assign this Agreement to
an affiliate, without the other Party’s prior written consent (but with written
notice thereof to the other Party), upon the provision of reasonable evidence
by the proposed assignee that it has the resources, ability, and authority to
provide satisfactory performance under this Agreement, and provided further
that the proposed assignee is in good standing with the other Party. Any
assignment or delegation in violation of this subsection 29.7 shall be void and
ineffective and constitute a default of this Agreement. For the purposes of this
Section, the term “affiliate” shall mean any entity that controls, is
controlled by, or is under common control with the assigning Party. The
forgoing shall not be construed to prevent a Party from granting a security
interest in this Agreement.


          28.8
Billing and Payment; Disputed Amounts


                    28.8.1
Except as may otherwise be provided in this Agreement, each Party shall submit
on a monthly basis an itemized statement of charges incurred by the other Party
during the preceding month(s) for services, facilities or arrangements provided
hereunder. Payment of amounts billed under this Agreement, whether billed on a
monthly basis or as otherwise provided herein, shall be due, in immediately
available U.S. funds, on the later of (a) thirty (30) days following the date
of such statement, or (b) twenty (20) days from the date of receipt of such
statement.


                    28.8.2
Although it is the intent of both Parties to submit timely and accurate
statements of charges, failure by either Party to present statements to the
other Party in a timely ??????? shall not constitute a breach or default, or a
waiver of the right to payment of the. incurred charges, by the billing Party
under this Agreement, and the billed Party shall not be entitled to dispute the
billing Party’s statement(s) based on such Party’s failure to submit them in a
timely fashion.


                    28.8.3
If any portion of an amount due to a Party (the “Billing Party”) under this
Agreement is subject to a bona fide dispute between the Parties, the Party billed (the
“Non-Paying Party”) shall within
sixty (60) days of its receipt of the invoice containing such disputed amount
give notice to the Billing Party of the amounts it disputes (“Disputed
Amounts”) and include in such notice the specific details and reasons for
disputing each item. The Non-Paying Party shall pay when due (i) all undisputed
amounts to the Billing Party and (ii) all Disputed Amounts into an interest
bearing escrow account with a third party escrow agent
mutually agreed upon by the Parties.


39





                    28.8.4
If the Parties are unable to resolve the issues related to the Disputed Amounts
in the normal course of business within thirty (30) days after delivery to the
Billing Party of notice of the Disputed Amounts, each of the Parties shall
appoint a designated representative who has authority to settle the dispute and
who is at a higher level of management than the persons with direct
responsibility for administration of this Agreement. The designated
representatives shall meet as often as they reasonably deem necessary in order
to discuss the dispute and negotiate in good faith in an effort to resolve such
dispute. The specific format for such discussions will be left to the
discretion of the designated representatives, however all reasonable requests
for relevant information made by one Party to the other Party shall be honored.


                    28.8.5
If the Parties are unable to resolve issues related to the Disputed Amounts
within thirty (30) days after the Parties’ appointment of designated
representatives pursuant to Section 28.8.4, or if either Party fails to appoint
a designated representative within thirty (30) days of the end of the thirty
(30) day period referred to Section 28.8.4, then either Party may file a
complaint with the Commission or any other authority of competent jurisdiction
to resolve such issues or proceed with any other remedy pursuant to law or
equity.


                    28.8.6
The Parties agree that all negotiations pursuant to this Section 28.8 shall
remain confidential and shall be treated as compromise and settlement
negotiations for purposes of the Federal Rules of Evidence and state rules of
evidence.


                    28.8.7
Charges which are not paid by the due date stated on BA’s bill shall be subject to a late payment
charge. The late payment charge shall be an amount specified by BA which shall
not exceed a rate of one and one half percent (1 1/12%) of the overdue amount
(including any unpaid previously billed late payment charges) per month.


          28.9
Dispute Resolution


          Except
as otherwise provided in this Agreement, any dispute between the Parties
regarding the interpretation or enforcement of this Agreement or any of its
terms shall be addressed by good faith attempts at conducting good faith
negotiation between the Parties, in the first instance. Should such
negotiations fail to resolve any dispute under this Agreement in a reasonable
time (given, among other things, the circumstances giving rise to the dispute,
the scope of perceived harm to the Parties, and the perceived threat to the
services provided to Customers), either Party may initiate an appropriate
action in any regulatory or judicial forum of competent jurisdiction.


          28.10
Notices


          Except
as otherwise provided in this Agreement, notices given by one Party to the
other Party under this Agreement shall be in writing and shall be (a) delivered
personally, (b) delivered by express delivery service, (c) mailed, certified
mail or first class U.S. mail postage prepaid, return receipt requested, or (d)
delivered by telecopy to the following addresses of the Parties:


40









	
  

 	
  

 
	
  

 	
 To Level 3:

 
	
  

 	
  

 
	
  

 	
 Level 3 Communications,
 LLC

 
	
  

 	
 Tony Sachetti,
 Direcor-Interconnection Services

 
	
  

 	
 1025 Eldorado Blvd. 

 
	
  

 	
 Broomfield, CO 80021 

 
	
  

 	
 Tel.: (720) 8884000

 
	
  

 	
  

 
	
  

 	
 with a copy to:

 
	
  

 	
  

 
	
  

 	
 Michael R. Romano, Esq.

 
	
  

 	
 Level 3 Communications,
 LLC 

 
	
  

 	
 1025 Eldorado Blvd.

 
	
  

 	
 Broomfield, CO 80021

 
	
  

 	
 Facsimile: (720) 888-5134

 
	
  

 	
  

 
	
  

 	
 To BA:

 
	
  

 	
  

 
	
  

 	
 Director - Interconnection
 Services

 
	
  

 	
 Bell Atlantic Telecom
 Industry Services 

 
	
  

 	
 1095 Avenue of the
 Americas

 
	
  

 	
 Room 1423

 
	
  

 	
 New York, NY 10036

 
	
  

 	
 Facsimile: 212/704-4381

 
	
  

 	
  

 
	
  

 	
 with copies to:

 
	
  

 	
  

 
	
  

 	
 Verizon

 
	
  

 	
 185 Franldin Street, Room
 1403 

 
	
  

 	
 Boston, MA 02110

 
	
  

 	
 Attn: General Counsel

 
	
  

 	
 Telephone: (617) 743-2323 

 
	
  

 	
 Facsimile: (617) 737-0648
 Associate

 
	
  

 	
 General Counsel — Telecom

 
	
  

 	
 1320 N. Court House Road 

 
	
  

 	
 8th Floor

 
	
  

 	
 Arlington, VA 22201

 
	
  

 	
 Facsimile: 703/974-0744

 



or to such other address as
either Party shall designate by proper notice. Notices will be deemed given as
of the earlier of (i) the date of actual receipt, (ii) the next business day
when notice is sent via express mail or personal delivery, (iii) three (3) days
after mailing in the case of first class or certified U.S. mail,
or (iv) on the date set forth on the confirmation in the case of telecopy.


41





          28.11
Joint Work Product


          This
Agreement is the joint work product of the Parties and has been negotiated by
the Parties and their respective counsel and shall be fairly interpreted in
accordance with its terms and, in the event of any ambiguities, no inferences
shall be drawn against either Party.


          28.12
No Third Party Beneficiaries


          This
Agreement is for the sole benefit of the Parties and their permitted assigns,
and nothing herein express or implied shall create or be construed to create
any third-party beneficiary rights hereunder.


          28.13
No Licenses


                    28.13.1
Nothing in this Agreement shall be construed as the grant of a license with
respect to any patent, copyright, trademark, trade name, trade secret or any
other proprietary or intellectual property now or hereafter owned, controlled
or licensable by either Party. Neither Party may use any patent, copyrightable
materials, trademark, trade name, trade secret or other intellectual property
right of the other Party except in accordance with the terms of a separate
license agreement between the Parties granting such rights.


                    28.13.2
Except as may be required under Section 28.13.4 hereof, neither Party shall
have any obligation to defend, indemnify or hold harmless, or acquire any
license or right for the benefit of, or owe any other obligation or have any
liability to, the other Party or its Customers based on or arising from any
claim, demand, or proceeding by any third party alleging or asserting that the
use of any circuit, apparatus, or system, or the use of any software, or the
performance of any service or method, or the provision of any facilities by
either Party under this Agreement, alone or in combination with that of the
other Party, constitutes direct, vicarious or contributory infringement or
inducement to infringe, misuse or misappropriation of any patent, copyright,
trademark, trade secret, or any other proprietary or intellectual property
right of any Party or third party. Each Party, however, shall offer to the other reasonable
cooperation and assistance in the defense of any such claim.


                    28.13.3
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES AGREE THAT
NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY WARRANTY, EXPRESS OR
IMPLIED, THAT THE USE BY EACH PARTY OF THE OTHER’S FACILITIES, ARRANGEMENTS, OR
SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT GIVE RISE TO A CLAIM OF
INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT.


                    28.13.4
Level 3 agrees that the rights granted by BA hereunder shall, where applicable,
be subject to the restrictions, if any, contained in any current software
license agreements between BA and BA’s software vendors. If BA asserts any such
restrictions, BA shall


42





provide
written notice thereof to Level 3, and upon receipt of written request by Level
3, BA shall provide a copy of the applicable restrictive provisions in the
subject license agreement(s), except to the extent that BA is prohibited from
doing so by a confidentiality obligation; provided, however, that in the case
of such a confidentiality obligation, BA shall exercise commercially reasonable
best efforts to make a copy of the subject license agreement(s) available to
Level 3, although in no event shall BA be required to expend funds or undertake
any additional obligations to make such information available to Level 3. Level
3 acknowledges that functions and features made available to it hereunder
through the use of third party proprietary products may involve additional
terms and conditions and/or separate licensing to Level 3; provided, however,
BA agrees that it shall comply with the requirements, if any, of Applicable Law
with respect to making efforts to secure intellectual property rights from third parties
necessary for Level 3 to make use of BA services and facilities.


          28.14
Technology Upgrades


          Notwithstanding
any other provision of this Agreement, BA shall have the right to deploy,
upgrade, migrate and maintain its network at its discretion. The Parties
acknowledge that BA, at its election, may deploy fiber throughout its network
and that such fiber deployment may inhibit
or facilitate Level 3’s ability to provide service using certain technologies.
Nothing in this Agreement shall limit BA’s ability to upgrade its network
through the incorporation of new equipment, new software or otherwise. Level 3
shall be solely responsible for the cost and effort of accommodating such
changes in its own network. BA shall, however, notify Level 3 in writing of any
technology upgrades that would materially affect BA’s provision of services or
facilities hereunder, as soon as reasonably possible after the decision is made
to implement such upgrades, so that Level 3 will have reasonable time to make
alternative arrangements as necessary. In no event shall such notice be less
than sixty (60) days in advance of the upgrade to be implemented by BA.


          28.15
Survival


          The
Parties’ obligations under this Agreement which by their nature are intended to
continue beyond the termination or expiration of this Agreement (including,
without limitation, the obligation to pay amounts owed hereunder (to include
indemnification obligations) and the obligation to protect the other Party’s
Proprietary Information) shall survive the termination or expiration of this
Agreement.


          28.16
Entire Agreement


          The
terms contained in this Agreement and any Schedules, Exhibits, Tariffs and
other documents or instruments referred to herein that are incorporated into
this Agreement by this reference constitute the entire agreement between the
Parties with respect to the subject matter hereof, and supersede any and all
understandings, proposals and other communications, oral or written regarding
such subject matter that have been made or entered into prior to the effective
date hereof, November 1, 2000. Neither Party shall be bound by any preprinted
terms additional to or different from those in this Agreement that may appear
subsequently in the other Party’s


43





form
documents, purchase orders, quotations, acknowledgments, invoices or other
communications.


          28.17
Counterparts


          This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.


          28.18
Modification, Amendment, Supplement, or Waiver 


          No
modification, amendment, supplement to, or waiver of the Agreement or any of
its provisions shall be effective and binding upon the Parties unless it is
made in writing and duly signed by the Parties. A failure or delay of either
Party to enforce any of the provisions hereof, to exercise any option which is
herein provided, or to require performance of any of the provisions hereof
shall in no way be construed to be a waiver of such provisions or options.


          28.19
Successors and Assigns


          This
Agreement shall be binding on and inure to the benefit of the Parties and their
respective legal successors and permitted assigns.


          28.20
Publicity and Use of Trademarks or Service Marks


          Neither
Party nor its subcontractors or agents shall use the other Party’s trademarks,
service marks, logos or other proprietary trade dress in any advertising, press
releases, publicity matters or other promotional materials without such Party’s
prior written consent.


          28.21
Cooperation With Law Enforcement


          BA
may cooperate with law enforcement authorities to the full extent required or
permitted by Applicable Law in matters related to services provided by BA
hereunder, including, but not limited to, the production of records; the
establishment of new lines or the installation of new services on an existing
line in order to support law enforcement operations; and the installation of
wiretaps, trap-or-trace devices and pen registers. BA shall not have the
obligation to inform the Customers of Level 3 of such law enforcement
requirements, except to the extent required by Applicable Law. BA will inform
Level 3 of such law enforcement requirements, unless an appropriate
governmental authority requests that notice to Level 3 be withheld, or such
disclosure is otherwise inconsistent with Applicable Law. Where a law
enforcement requirement relates to the establishment of new lines (including,
but not limited to, lines established to support interception of communications
on other lines), or the installation of services on existing lines, BA may take
measures to prevent CLECs from obtaining access to information concerning such
lines or services through operations support system interfaces, whenever an appropriate
governmental authority so requests. A requirement that the existence of the
lines or services not be disclosed shall be interpreted as including a
requirement to block access to information concerning the lines or services
through operations support system interfaces. BA will not be


44





liable to any
person for any economic harm, personal injury, invasion of any right of
privacy, or any other harm, loss or injury, caused or claimed to be caused,
directly or indirectly, by actions taken by BA to block, or by its failure to
block, access to information concerning particular lines or services through
operations support systems interfaces or otherwise.


          28.22
CLEC Certification


          Notwithstanding
any other provision of this Agreement, BA shall have no obligation to perform
under this Agreement until such time as Level 3 has obtained a Certificate of
Public Convenience and Necessity (CPCN) or such other Commission authorization
as may be required by law as a condition for conducting business in New
Hampshire as a local exchange carrier.


          28.23
Section 252(i)


          Except
as set forth in Section 5.7.3 hereof, nothing in this Agreement shall be
construed to prevent either Party from exercising any rights it may hold under
Section 252(i) of the Act. Except as set forth in Section 5.7.3 hereof, nothing
in this Agreement shall be construed to excuse either Party from any
obligations it may bear under Section 252(i) of the Act.


45





          IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
as of this 1st day of November, 2000. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 LEVEL 3
 COMMUNICATIONS, LLC

 	
  

 	
 VERIZON NEW
 HAMPSHIRE

 
	
  

 	
  

 	
  

 
	
 By:

 	

  



 	
  

 	
 By:

 	

  


 
	
  

 	


 


 	
  

 	
  

 	

 


 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Printed:

 	
  

 	
 Printed:

 
	
  

 	

 


 	
  

 	
  

 	

 


 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title:

 	
  

 	
 Title:

 
	
  

 	

 


 	
  

 	
  

 	

 


 


46





SCHEDULE 4.0


NETWORK INTERCONNECTION
SCHEDULE


New Hampshire RESIDENTIAL
SERVICES


	
  

 	
  

 	
  

 	
  

 
	
 LATA

 	
 IP SITE

 	
 CLLI CODE REFERENCE

 
	
  

 	
  

 	
  

 	
  

 
	
 Level 3 IPs

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 LATA 122

 	
 BA Tandem — Manchester

 	
 MNCHNHCOO4T

 
	
  

 	
  

 	
  

 	
  

 
	
 BA IPs

 	
  

 	
  

 	
  

 



The BA terminating End
Office serving the BA Customer or the BA Tandem subtended by the terminating
End Office serving the BA Customer





SCHEDULE 4.2


INTERCONNECTION POINTS FOR
DIFFERENT TYPES OF TRAFFIC


          Each
Party shall provide the other Party with Interconnection to its network at the
following points for
transmission, routing and termination subject to the availability of
facilities. Compensation for such facilities will be as set forth in Exhibit A
or as provided elsewhere herein.


          1.
For the termination of Local Traffic, or Toll Traffic originated by one Party’s
Customer and terminated to the other Party’s Customer, at the points set forth
in Section 4 of the main body of the Agreement.


          2.
For the termination of Meet Point Billing Traffic from an IXC to:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Level 3, at
 the Level 3-EP in LATA in which the Traffic is to terminate.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 BA, at the
 BA-IP in LATA in which the Traffic is to terminate.

 



          3.
For the termination of Transit Traffic from an ITC, wireless carrier, or other
CLEC to:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Level 3, at
 the Level 3-LP in which the Traffic is to terminate.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 BA, at the
 BA-LP in LATA in which the Traffic is to terminate.

 



          4.
For 911/E911 traffic originated on Level 3’s network, at the PSAP in areas
where only Basic 911 service is available, or at the BA 911/E911 Tandem Office
serving the area in which the Level 3Customer is located, in accordance with
applicable state laws and regulations and PSAP requirements.


          5.
For Directory Assistance (411 or NPA-555-1212) traffic, at the applicable BA
operator services Tandem Office.


          6.
For Operator Services (call completion) traffic, at the applicable BA operator
services Tandem Office.


          7.
For BLV/BLVI traffic, at the terminating Party’s operator services Tandem
Office.





          8.
For SS7 signaling originated by:


                    (a)
Level 3, at mutually agreed-upon Signaling Point of Interconnection(s) (“SPOI”)
in the LATA in which the Local Traffic, or Toll Traffic originates, over CCSAC
links provisioned in accordance with Bellcore GR-905 and Bell Atlantic
Supplement Common Channel Signaling Network Interface Specification (BA 905).


                    (b)
BA, at mutually agreed-upon SPOIs in the LATA in which the Local Traffic, or
Toll Traffic originates, over a CCSAC links provisioned in accordance with
Bellcore GR-905 and BA-905.


Alternatively, either Party
may elect to interconnect for SS7 signaling through a commercial SS7 hub
provider.


          9.
For toll free service access code (e.g., 800/888/877) database inquiry traffic,
at any BA Signaling Transfer Point in the LATA in which the originating Level
3Wire Center is located, over a CCSAC link. Alternatively, Level 3may elect to
interconnect through a commercial SS7 hub provider.


          10.
For Line Information Database (“LIDB”) inquiry traffic, at any BA Signaling
Transfer Point in the LATA in which the LIDB is located, over a CCSAC link.
Alternatively, Level 3may elect to interconnect through a commercial SS7 hub
provider.


          11.
For any other type of traffic, at reasonable points to be agreed upon by the
Parties, based on the network architecture of the terminating Party’s
network.