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Exhibit
10.11.3
AMENDMENT NO.
2
to the
INTERCONNECTION
AGREEMENT
between
BELL ATLANTIC – NEW
YORK
and
PAETEC COMMUNICATIONS,
INC.
This Amendment No. 2 is made
and effective this 28 th day of October, 1999, by and between New
York Telephone Co., d/b/a Bell Atlantic – New York
(“BA”), a New York corporation with offices at 1095
Avenue of the Americas, New York, New York 10036, and PaeTec
Communications, Inc. (“PaeTec”), a Delaware corporation
with offices at 290 Woodcliff Drive, Fairport, New York 14450. BA
and PaeTec may be referred to individually as a “Party”
and collectively as the “Parties”.
WITNESSETH
:
WHEREAS, BA and PaeTec are
parties to an Interconnection Agreement under Sections 251 and 252
of the Telecommunications Act of 1996 (the “Act”),
effective November 24, 1998 (the “Agreement”);
and
WHEREAS, pursuant to the
terms of the Agreement, PaeTec has elected under Section 252(i) of
the Act to adopt the terms of the November 11, 1997 agreement
between BA and ACC National Telecom Corp. (the “Underlying
Terms”); and
WHEREAS, the Parties now
desire to amend the Agreement and the Underlying Terms to set forth
the terms and conditions that govern the Parties’ payment of
Intercarrier Compensation (as such term is hereinafter defined),
including compensation for Internet Traffic (as such term is
hereinafter defined);
NOW, THEREFORE, in
consideration of the promises and mutual agreements herein
contained, the Parties agree to amend the Agreement as
follows:
| 1. |
Add a new Section 1.75 to the Underlying Terms as
follows: |
“
1.1.75 “Local Traffic” shall have the same meaning as
“Telephone Exchange Service Traffic.” “Internet
Traffic” (as such term is hereinafter defined) is not Local
Traffic or Telephone Exchange Service Traffic.
| 2. |
Add a new Section 1.1.76 to the
Underlying Terms as follows: |
1.1.76 “Internet
Traffic” means any traffic that is transmitted to or returned
from the Internet at any point during the duration of a
transmission.
| 3. |
Add a new Section 1.1.77 to the
Underlying Terms as follows: |
1.1.77 “Compensable
Internet Traffic” means dial-up switched Internet Traffic
that is originated by an end-user subscriber of one Party, is
transmitted by that Party to the switched network of the other
Party, and then is handed off by that Party to an Internet Service
Provider which has been assigned a telephone number or telephone
numbers within an NXX or NXXs which are within the same LATA as the
originating end-user subscriber. Internet Traffic over which
telephony is conducted is not Compensable Internet
Traffic.
| 4 . |
Delete Section 1.1.57 of the Underlying
Terms. |
| 5. |
Add a new Section 1.1.78 to the
Underlying Terms as follows: |
1.1.78 “Intercarrier
Compensation” refers to the remuneration received by one
Party (the “Receiving Party”) to recover its costs for
receiving and terminating Local Traffic or receiving and handing
off Compensable Internet Traffic that originates on the network of
the other Party (the “Originating Party”).
| 6. |
Delete existing Section 4.2 and insert a
new Section 4.2 to the Underlying Terms as
follows: |
4.2 Geographic
Relevance
4.2.1 Interconnection
Points . The Parties shall establish physical Interconnection
Points (“IPs”) at the locations designated on Schedule
4.0, which shall be revised from time to time in accordance with
the requirements of this Section. Each Party, as an Originating
Party, may request that the other Party, as a Receiving party,
establish IPs on the Receiving Party’s network that are
geographically-relevant to the NXXs (and associated rate centers)
that are assigned by the Receiving Party. In the case of BA as a
Receiving Party, to the extent PaeTec requests BA to establish a
geographically-relevant IP in addition to the BA-IPs at the BA
Tandems, the geographically-relevant IP shall be the BA end office
serving the Customer for whom the traffic is intended. In the case
of PaeTec as a Receiving Party, BA may request, and PaeTec will
then establish, geographically-relevant IPs by establishing a
PaeTec-IP at a Collocation site at each BA Tandem in a LATA (or, in
the case of a single Tandem LATA, at each BA End Office Host), for
those NXXs serving equivalent BA rate centers which subtend the BA
Tandem (or BA End Office Host). In any LATA in which BA agrees that
PaeTec may meet its obligation to establish geographically relevant
IPs through a Collocation site at fewer than all of the BA Tandems
(or BA End Office Host) in a LATA, including the LATAs identified
in Schedule 4.0, then BA shall determine and advise PaeTec as to
which PaeTec IP established at a Collocation site (or other
available PaeTec IP) BA will deliver traffic from each relevant
originating rate center or other originating location.
If PaeTec fails to establish
a geographically-relevant IP as provided herein within a
commercially reasonable time, then PaeTec shall bill and BA shall
pay only the applicable Inter-
2
carrier Compensation Rate for the
relevant NXX, as set forth in Section 7.0 below, less BA’s
monthly recurring rate for unbundled dedicated interoffice
transport from BA’s originating End Office to PaeTec’s
IP.
Should either Party offer
additional IPs to any Telecommunications Carrier that is not a
Party to this Agreement, the other Party may elect to deliver
traffic to such IPs for the NXXs or functionalities served by those
IPs. To the extent that any such PaeTec-IP is not located at a
Collocation site at a BA Tandem (or BA End Office Host), then
PaeTec shall permit BA to establish physical interconnection at the
PaeTec-IP, to the extent such physical interconnection is
technically feasible.
At any time that PaeTec
establishes a Collocation site at a BA End Office, then either
Party may request that such PaeTec Collocation site be established
as the PaeTec-IP for traffic originated by BA Customers served by
that End Office. Such request shall be negotiated pursuant to the
Joint Grooming Plan process, and approval shall not be unreasonably
withheld or delayed. To the extent that the Parties have already
implemented network interconnection in a LATA, then upon BA’s
request for a geographically-relevant PaeTec-IP, the Parties shall
negotiate a mutually-acceptable transition process and schedule to
implement the geographically-relevant IPs. If PaeTec should fail to
establish an IP at an end office Collocation site pursuant to
BA’s request, or if the Parties have been unable to agree
upon a schedule for completing a transition from existing
arrangements to geographically relevant PaeTec IPs or to an end
office Collocation site PaeTec IP within sixty (60) days following
BA’s request, PaeTec shall bill and BA shall pay the
applicable Intercarrier Compensation Rate for the relevant NXX, as
set forth in Section 7.0 below, less BA’s monthly recurring
rate for unbundled dedicated interoffice transport from BA’s
originating End Office to the PaeTec-IP.
Should PaeTec choose to
obtain transport from BA for Local and Compensable Internet Traffic
from a PaeTec-IP at a Collocation site to another PaeTec location,
BA shall bill and PaeTec shall pay, the applicable unbundled
dedicated interoffice transport and channel termination rates set
forth herein.
4.2.2 Trunking
Architecture . The Originating Party must establish direct
trunking to a Receiving Party’s end office (which may have a
Tandem-routed overflow) by self-provisioning, purchasing transport
rated as unbundled dedicated interoffice transport from the
Receiving Party, or purchasing from a third party if the Local and
Compensable Internet Traffic destined for that end office exceeds
the equivalent of two DSls for any three (3) months during any six
(6) month period. For purposes of this paragraph, BA shall satisfy
its end office trunking obligations by handing off traffic to a
PaeTec IP. Should PaeTec fail to comply with this end office
trunking requirement, then the Intercarrier Compensation rate to be
paid by PaeTec shall be determined as follows: (i) for direct
(non-switched) end office trunks delivered to BA at the BA Tandem
wire center that is subtended by the BA end office serving the
Customer location receiving
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