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HomeMy WebLinkAbout20120628Amendment.pdfCENTURYLINK . 1600 7th Avenue, Room 1506 Seattle, Washington 98191 (206) 733-5178 Facsimile (206) 343-4040 Maura E. Peterson Paralegal Regulatory Law RECEIVE--P CenturyLin kTM ZUI2 JUN 28 PM 12: 46 DAHQ PiJi UTILITIES C'?M3SSiOi Via Overnight delivery June 27, 2012 Jean Jewell, Secretary Idaho Public Utilities Commission 472 West Washington Street P.O. Box 83720 Boise, Idaho 83720-0074 Re: Case No. QWE-T-05-5 Application for Approval of Amendment to the Interconnection Agreement • Dear Ms. Jewell: Enclosed for filing with this Commission on behalf of Qwest Corporation d/b/a CenturyLink QC is an original and three (3) copies of the Application for Approval of Amendment to the Interconnection Agreement. CenturyLink respectfully requests that this matter be placed on the Commission Decision Meeting Agenda for expedited approval. Please contact me if you have any questions concerning the enclosed. Thank you for your assistance in this matter. Si cerely, Maura E. Peters mep Enclosure cc: Service list 0 www.centurylink.com • Lisa A. Anderl (WSBA#13236) CenturyLink 1600 7th Ave, Room 1506 Seattle, WA 98191 Telephone: (206) 733-5178 Facsimile: (206) 343-4040 Lisa.anderl@centurylink.com RE CE 1, V ED 1DAQ PUBLIC UTILITIES COMMISSiON BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION APPLICATION OF QWEST CASE NO.: QWE-T-05-5 CORPORATION dlbla CENTURYLINK QC FOR APPROVAL OF AN APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT AMENDMENT TO THE PURSUANT TO 47 U.S.C. §252(e) INTERCONNECTION AGREEMENT Qwest Corporation d/b/a CenturyLink QC ("CenturyLink") hereby files this Application for Approval of Amendment to the Interconnection Agreement ("Amendment") which was approved by the Idaho Public Utilities Commission on May 5, 2005 (the "Agreement"). The Amendment with Metropolitan Telecommunications of Idaho, Inc. ("Metropolitan") is submitted herewith. This Amendment was reached through voluntary negotiations without resort to mediation or arbitration and is submitted for approval pursuant to Section 252(e) of the Communications Act of 1934, as amended by the Telecommunications Act of 1996 (the "Act"). Section 252(e)(2) of the Act directs that a state Commission may reject an amendment reached through voluntary negotiations only if the Commission finds that: the amendment (or portion(s) thereof) discriminates against a telecommunications carrier not a party to this agreement; or the implementation of such an amendment (or portion) is not consistent with the public interest, convenience and necessity. CenturyLink respectfully submits this Amendment provides no basis for either of these findings, and, therefore requests that the Commission approve this Amendment expeditiously. This Amendment is consistent with the public interest as identified in the pro-competitive policies of the State of Idaho, the Commission, the United States Congress, and the Federal Communications Commission. Expeditious approval of this Amendment will enable APPLICATION FOR APPROVAL OF AMENDMENT TO THE INTERCONNECTION AGREEMENT - Page 1 Metropolitan Amendment to QLSP Agreement 0 • Metropolitan to interconnect with CenturyLink facilities and to provide customers with increased choices among local telecommunications services. CenturyLink further requests that the Commission approve this Amendment without a hearing. Because this Amendment was reached through voluntary negotiations, it does not raise issues requiring a hearing and does not concern other parties not a party to the negotiations. Expeditious approval would further the public interest. Respectfully submitted thi(2' of June, 2012. Qwest Corporation' a turyLink QC AA . Lisa A. Anderl Attorney for Centuri.nkC S I APPLICATION FOR APPROVAL OF AMENDMENT TO THE INTERCONNECTION AGREEMENT - Page 2 Metropolitan Amendment to QLSP Agreement . CERTIFICATE OF SERVICE I hereby certify that on this - day of June, 2012, I served the foregoing APPLICATION FOR APPROVAL OF AMENDMENT TO THE INTERCONNECTION AGREEMENT upon all parties of record in this matter as follows: Jean Jewell, Secretary Idaho Public Utilities Commission 472 West Washington Street P.O. Box 83720 Boise, Idaho 83720-0074 ijewell@puc.state.id.us Metropolitan Telecommunications Of Idaho, Inc. Andoni Economou & Joseph Farano COO and EVP Corporate Counsel 55 Water St., 31st Fl. New York, N.Y. 10041 Hand Delivery U. S. Mail Overnight Delivery Facsimile Email Hand Delivery X U.S.mail Overnight Delivery Facsimile . Leslie Jo nson APPLICATION FOR APPROVAL OF AMENDMENT TO THE INTERCONNECTION AGREEMENT - Page 3 Metropolitan Amendment to QLSP Agreement DocuSign Envelope ID: Al 07D639-E34C-4C83-AF9B-F0F4F0322B6F AMENDMENT NUMBER TWO CENTURYLINKTM LOCAL SERVICES PLATFORM (CLSPTM") AGREEMENT This amendment ('Amendment"), by and between Qwest Corporation dba CenturyLink QC ("CenturyLink"), a Colorado corporation, and Metropolitan Telecommunications of Idaho, Inc. ("CLEC"), a Delaware corporation, amends the CenturyLinkTM Local Services Platform ("CLSPTM") Agreement (formerly known as "Qwest Local Services PlafformTM ('QLSPTM") Agreement") between the Parties. WHEREAS, the Parties entered into a Qwest Local Services Platform ("QLSPTM") Agreement (now referred to as a CenturyLink 1M Local Services Platform ("CLSPTM') Agreement) (the "Agreement") with an Effective Date of January 3, 2011; and WHEREAS, the terms "CenturyLink' and 'CLSP" in this Amendment shall be used in place of, and interchangeably with, the terms "Qwest" and "QLSP", respectively, in the Agreement; and WHEREAS, the Parties agree to amend the Agreement under the terms and conditions contained herein. NOW THEREFORE, in consideration of the foregoing and the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Amendment Terms Attachment 2-QLSP® Service Description (now referred to as Attachment 2-CLSP® Service Description) to the Agreement is hereby amended as follows: 1.by the addition of the following Sections 3.2.2 and 3.2.3 immediately after Section 3.2.1. "3.2.2 Intentionally Left Blank 3.2.3 Intentionally Left Blank" 2.by the addition of the following Sections 3.2.5 and 3.2.6 immediately after Section 3.2.4. "3.2.5 130% YOY Volume Growth Plan: If the number of CLEC's total CLSP lines as of October 31 of each year equals or exceeds 130% of the sum of CLEC's total CLSP lines as of October 31 of the preceding year, and the YOY line increase is . equal to or greater than four thousand one huhdred (4,100) CLSP lines, CLEC will qualify for a 35% discount off of the Business Port MRCs and a 6% discount off of the Residential Port MRCs applicable during the next calendar year. 3.2.6 140% YOY Volume Growth Plan: If the number of CLEC's total CLSP lines as of October 31 of each year equals or exceeds 140% of the sum of CLEC's total CLSP lines as of October 31 of the preceding year, and the YOY line increase is equal to or greater than seven thousand five hundred (7,500) CLSP lines, CLEC will qualify for a 40% discount off of the Business Port MRCs and a 6% discount off of the Residential Port MRCs applicable during the next calendar year." 3.by the addition of the following Sections 3.3.1, 3.3.2, 3.3.3 and 3.3.4 immediately after Section 3.3. "3.3.1 The Parties agree that the CLSP line count as of October 31, 2011 was eleven thousand seven hundred eighty-four (11,784) and the 90% YOY Volume Retention Plan set forth in Section 3.2.1 will be the applied discount until the October 31, 2012 count is completed for purposes of determining discount eligibility for 2013, if any. 3.3.2 Early Discount. If CLEC equals or exceeds the Volume Growth Plan level requirements set forth in Section 3.2.4, Section 3.2.5 or Section 3.2.6 prior to the end of the October 31, 2012 Volume Growth Plan measurement period, the discount set forth in such applicable Volume Growth Plan will be implemented in the month following the attainment of such Volume Growth Plan level (an "Early Discount"). 3.3.3 If CLEC attains an Early Discount, CLEC must maintain the minimum number of in-service CLSP lines required for such Early Discount. If such minimum number of in-service CLSP lines are not maintained until the October 31, 2012 line count, CenturyLink may, at any time, reverse any Early Discount and modify CLEC to its otherwise applicable discount level, if any, which corresponds to CLEC's attained Volume Growth Plan level or Volume Retention Plan level, as applicable (but not below the discount level set forth in Section 3.3.1). If CenturyLink modifies the Early Discount due to any failure of CLEC to maintain minimum line counts, no further Early Discount will be applied. 3.3.4 CLSP Volumes. For purposes of calculating CLEC's total CLSP Volumes for each Volume Growth Plan period or Volume Retention Plan period, as applicable, CenturyLink will include all CLEC CLSP lines in service under this Agreement. If CLEC is involved in a merger or acquisition and the CLSP lines of such other merger or acquisition party are thereafter governed by this Agreement, the CLSP Volume calculation will be made as if those lines had always been governed by this Agreement such that the other party's CLSP lines in service as of the beginning of a particular Volume Growth Plan period or Volume Retention Plan period will not be treated as growth lines in the immediately succeeding Volume Growth Plan period or Volume Retention Plan period." May 29, 2012/mms, jm/Metropolitan Telecommunications of ldaho/CDS-1 01021-0117 Amendment to CLSPTM Agreement Page 1 of 2 cDocuSined by 63E3E1ERR2204F Name: Andoni Economou Title: COO / EVP 6/11/2012 Date: 0 Name: L. T. Christensen Title: Director - Wholesale Contracts Date: 6/11/2012 DocuSign Envelope ID: A107D639-E34C-4C83-AF9B-F0F4F0322B6F AMENDMENT NUMBER TWO CENTURYLINKTM LOCAL SERVICES PLATFORM ("CLSPTM") AGREEMENT Effective Date This Amendment shall be deemed effective upon signature by both Parties. Further Amendments Except as expressly modified by this Amendment, the provisions of the Agreement shall remain unmodified and shall be in full force and effect. The provisions of this Amendment, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions of this Amendment may not be given without the written consent thereto by both of the Parties hereto. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Entire A-greement The Agreement as amended (including by the documents referred to herein) constitutes the full and entire understanding and agreement between the Parties with regard to the subject matter of the Agreement, as amended, and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subject matter of the Agreement, as amended. The Parties intending to be legally bound have executed this Amendment as of the dates set forth below, in multiple counterparts, each of which is deemed an original, but all of which shall constitute one and the same instrument. Telecommun Inc.: . . May 29, 2012/mms, jm/Metropolitan Telecommunications of ldaho/CDS-1 01021-0117 Amendment to CLSPTm Agreement Page 2 of 2 DocuSign Envelope ID: Al 07D639-E34C-4C83-AF9B-F0F4F0322B6F AMENDMENT NUMBER TWO CENTURYLINKTM LOCAL SERVICES PLATFORM ("CLSP") AGREEMENT This amendment ("Amendment"), by and between Qwest Corporation dba CenturyLink QC ("CenturyLink"), a Colorado corporation, and Metropolitan Telecommunications of Idaho, Inc. ("CLEC"), a Delaware corporation, amends the CenturyLinkTM Local Services Platform ("CLSPTM") Agreement (formerly known as "Qwest Local Services PlatformlM ("QLSP") Agreement") between the Parties. WHEREAS, the Parties entered into a Qwest Local Services Platform ("QLSPTM") Agreement (now referred to as a CenturyLinkTM Local Services Platform (CLSPTM") Agreement) (the "Agreement") with an Effective Date of January 3, 2011; and WHEREAS, the terms "CenturyLink" and "CLSP" in this Amendment shall be used in place of, and interchangeably with, the terms "Qwest" and "QLSP", respectively, in the Agreement; and WHEREAS, the Parties agree to amend the Agreement under the terms and conditions contained herein. NOW THEREFORE, in consideration of the foregoing and the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Amendment Terms Attachment 2-QLSP® Service Description (now referred to as Attachment 2-CLSP® Service Description) to the Agreement is hereby amended as follows: 1.by the addition of the following Sections 3.2.2 and 3.2.3 immediately after Section 3.2.1. "3.2.2 Intentionally Left Blank 3.2.3 Intentionally Left Blank" 2.by the addition of the following Sections 3.2.5 and 3.2.6 immediately after Section 3.2.4. "3.2.5 130% YOY Volume Growth Plan: If the number of CLEC's total CLSP lines as of October 31 of each year equals or exceeds 130% of the sum of CLEC's total CLSP lines as of October 31 of the preceding year, and the YOY line increase is • equal to or greater than four thousand one hundred (4,100) CLSP lines, CLEC will qualify for a 35% discount off of the Business Port MRCs and a 6% discount off of the Residential Port MRCs applicable during the next calendar year. 3.2.6 140% YOY Volume Growth Plan: If the number of CLEC's total CLSP lines as of October 31 of each year equals or exceeds 140% of the sum of CLEC's total CLSP lines as of October 31 of the preceding year, and the YOY line increase is equal to or greater than seven thousand five hundred (7,500) CLSP lines, CLEC will qualify for a 40% discount off of the Business Port MRCs and a 6% discount off of the Residential Port MRCs applicable during the next calendar year." 3.by the addition of the following Sections 3.3.1, 3.3.2, 3.3.3 and 3.3.4 immediately after Section 3.3. "3.3.1 The Parties agree that the CLSP line count as of October 31, 2011 was eleven thousand seven hundred eighty-four (11,784) and the 90% YOY Volume Retention Plan set forth in Section 3.2.1 will be the applied discount until the October 31, 2012 count is completed for purposes of determining discount eligibility for 2013, if any. 3.3.2 Early Discount. If CLEC equals or exceeds the Volume Growth Plan level requirements set forth in Section 3.2.4, Section 3.2.5 or Section 3.2.6 prior to the end of the October 31, 2012 Volume Growth Plan measurement period, the discount set forth in such applicable Volume Growth Plan will be implemented in the month following the attainment of such Volume Growth Plan level (an "Early Discount"). 3.3.3 If CLEC attains an Early Discount, CLEC must maintain the minimum number of in-service CLSP lines required for such Early Discount. If such minimum number of in-service CLSP lines are not maintained until the October 31, 2012 line count, CenturyLink may, at any time, reverse any Early Discount and modify CLEC to its otherwise applicable discount level, if any, which corresponds to CLEC's attained Volume Growth Plan level or Volume Retention Plan level, as applicable (but not below the discount level set forth in Section 3.3.1). If CenturyLink modifies the Early Discount due to any failure of CLEC to maintain minimum line counts, no further Early Discount will be applied. 3.3.4 CLSP Volumes. For purposes of calculating CLEC's total CLSP Volumes for each Volume Growth Plan period or Volume Retention Plan period, as applicable, CenturyLink will include all CLEC CLSP lines in service under this Agreement. If CLEC is involved in a merger or acquisition and the CLSP lines of such other merger or acquisition party are thereafter governed by this Agreement, the CLSP Volume calculation will be made s if those lines had always been governed by this Agreement such that the other party's CLSP lines in service as of the beginning of a particular Volume Growth Plan period or Volume Retention Plan period will not be treated as growth lines in the immediately succeeding Volume Growth Plan period or Volume Retention Plan period." S May 29, 2012/mms, jm/Metropolitan Telecommunications of Idaho/CDS-101021-01 17 Amendment to CLSPTM Agreement Page 1 of 2 DocuSign Envelope ID: Al 07D639-E34C-4C63-AF9B-F0F4F0322B6F AMENDMENT NUMBER TWO CENTURYLINKTM LOCAL SERVICES PLATFORM (CLSPTM") AGREEMENT Effective Date This Amendment shall be deemed effective upon signature by both Parties. Further Amendments Except as expressly modified by this Amendment, the provisions of the Agreement shall remain unmodified and shall be in full force and effect. The provisions of this Amendment, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions of this Amendment may not be given without the written consent thereto by both of the Parties hereto. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Entire Agreement The Agreement as amended (including by the documents referred to herein) constitutes the full and entire understanding and agreement between the Parties with regard to the subject matter of the Agreement, as amended, and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subject matter of the Agreement, as amended. The Parties intending to be legally bound have executed this Amendment as of the dates set forth below, in multiple counterparts, each of which is deemed an original, but all of which shall constitute one and the same instrument. . S I 05E9FC686D57454... I By: LDocusigned By: L T Christensen Name: L. T. Christensen Title: Director -Wholesale Contracts Date: 6/11/2012 E'63r3P1FRR2204F 5 Docuslgnetl by kIi tL6 By: Name: Andoni Economou Title: COO I EVP 6/11/2012 Date: C May 29, 2012/mms, jm/Metropolitan Telecommunications of ldaho/CDS-1 01021-0117 Amendment to CLSPTM Agreement Page 2 of 2 DocuSign Envelope ID: A107D639-E34C-4C83-AF9B-F0F4F0322B6F AMENDMENT NUMBER TWO CENTURYLINKTm LOCAL SERVICES PLATFORM ('CLSPTM") AGREEMENT This amendment ("Amendment'), by and between Qwest Corporation dba CenturyLink QC ("CenturyLink"), a Colorado corporation, and Metropolitan Telecommunications of Idaho, Inc. ("CLEC"), a Delaware corporation, amends the CenturyLinkTM Local Services Platform ("CLSP") Agreement (formerly known as "Qwest Local Services PlatformTM ("QLSP") Agreement") between the Parties. WHEREAS, the Parties entered into a Qwest Local Services Platform ("QLSPTM') Agreement (now referred to as a CenturyLinkTM Local Services Platform ("CLSPTM") Agreement) (the "Agreement") with an Effective Date of January 3, 2011; and WHEREAS, the terms "CenturyLink" and "CLSP" in this Amendment shall be used in place of, and interchangeably with, the terms "Qwest" and "QLSP", respectively, in the Agreement; and WHEREAS, the Parties agree to amend the Agreement under the terms and conditions contained herein. NOW THEREFORE, in consideration of the foregoing and the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Amendment Terms Attachment 2-QLSP® Service Description (now referred to as Attachment 2-CLSP® Service Description) to the Agreement is hereby amended as follows: 1.by the addition of the following Sections 3.2.2 and 3.2.3 immediately after Section 3.2.1. "3.2.2 Intentionally Left Blank 3.2.3 Intentionally Left Blank" 2.by the addition of the following Sections 3.2.5 and 3.2.6 immediately after Section 3.2.4. "3.2.5 130% YOY Volume Growth Plan: If the number of CLEC's total CLSP lines as of October 31 of each year equals or exceeds 130% of the sum of CLEC's total CLSP lines as of October 31 of the preceding year, and the YOY line increase is • equal to or greater than four thousand one hundred (4,100) CLSP lines, CLEC will qualify for a 35% discount off of the Business Port MRCs and a 6% discount off of the Residential Port MRCs applicable during the next calendar year. 3.2.6 140% YOY Volume Growth Plan: If the number of CLEC's total CLSP lines as of October 31 of each year equals or exceeds 140% of the sum of CLEC's total CLSP lines as of October 31 of the preceding year, and the YOY line increase is equal to or greater than seven thousand five hundred (7,500) CLSP lines, CLEC will qualify for a 40% discount off of the Business Port MRCs and a 6% discount off of the Residential Port MRCs applicable during the next calendar year." 3.by the addition of the following Sections 3.3.1, 3.3.2, 3.3.3 and 3.3.4 immediately after Section 3.3. "3.3.1 The Parties agree that theCLSP line count as of October 31, 2011 was eleven thousand seven hundred eighty-four (11,784) and the 90% YOY Volume Retention Plan set forth in Section 3.2.1 will be the applied discount until the October 31, 2012 count is completed for purposes of determining discount eligibility for 2013, if any. 3.3.2 Early Discount. If CLEC equals or exceeds the Volume Growth Plan level requirements set forth in Section 3.2.4, Section 3.2.5 or Section 3.2.6 prior to the end of the October 31, 2012 Volume Growth Plan measurement period, the discount set forth in such applicable Volume Growth Plan will be implemented in the month following the attainment of such Volume Growth Plan level (an "Early Discount"). 3.3.3 If CLEC attains an Early Discount, CLEC must maintain the minimum number of in-service CLSP lines required for such Early Discount. If such minimum number of in-service CLSP lines are not maintained until the October 31, 2012 line count, CenturyLink may, at any time, reverse any Early Discount and modify CLEC to its otherwise applicable discount level, if any, which corresponds to CLEC's attained Volume Growth Plan level or Volume Retention Plan level, as applicable (but not below the discount level set forth in Section 3.3.1). If CenturyLink modifies the Early Discount due to any failure of CLEC to maintain minimum line counts, no further Early Discount will be applied. 3.3.4 CLSP Volumes. For purposes of calculating CLEC's total CLSP Volumes for each Volume Growth Plan period or Volume Retention Plan period, as applicable, CenturyLink will include all CLEC CLSP lines in service under this Agreement. If CLEC is involved in a merger or acquisition and the CLSP lines of such other merger or acquisition party are thereafter governed by this Agreement, the CLSP Volume calculation will be made as if those lines had always been governed by this Agreement such that the other party's CLSP lines in service as of the beginning of a particular Volume Growth Plan period or Volume Retention Plan period will not be treated as growth lines in the immediately succeeding Volume Growth Plan period or Volume Retention Plan period." May 29, 2012/mms, jm/Metropolitan Telecommunications of ldaho/CDS-101021-01 17 Amendment to CLSPTM Agreement Page 1 of 2 DocuSign Envelope ID: A107D639-E34C-4C83-AF9B-F0F4F0322B6F AMENDMENT NUMBER TWO CENTURYLINKTM LOCAL SERVICES PLATFORM ("CLSPTM") AGREEMENT Effective Date This Amendment shall be deemed effective upon signature by both Parties. Further Amendments Except as expressly modified by this Amendment, the provisions of the Agreement shall remain unmodified and shall be in full force and effect. The provisions of this Amendment, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions of this Amendment may not be given without the written consent thereto by both of the Parties hereto. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Entire Agreement The Agreement as amended (including by the documents referred to herein) constitutes the full and entire understanding and agreement between the Parties with regard to the subject matter of the Agreement, as amended, and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subject matter of the Agreement, as amended. The Parties intending to be legally bound have executed this Amendment as of the dates set forth below, in multiple counterparts, each of which is deemed an original, but all of which shall constitute one and the same instrument. Inc.: . A I 05E9FC6131357454... i reir By: LDocusigned By: L I Christensen Name: L. T. Christensen Title: Director - Wholesale Contracts Date: 6/11/2012 ,--Oocuslgned by I 4 By: L..._sE3E1ERR22O4F5 Name: Andoni Economou Title: COO / EVP Date: -__6/11/2012 May 29, 201 2lmms, jm/Metropolitan Telecommunications of Idaho/CDS-1 01021-0117 Amendment to CLSPTm Agreement Page 2 of 2 DocuSign Envelope ID: Al 07D639-E34C-4C83-AF9B-F0F4F0322B6F AMENDMENT NUMBER TWO CENTURYLINKTM LOCAL SERVICES PLATFORM ("CLSPTM") AGREEMENT . This amendment ("Amendment"), by and between Qwest Corporation dba CenturyLink QC ("CenturyLink"), a Colorado corporation, and Metropolitan Telecommunications of Idaho, Inc. ("CLEC"), a Delaware corporation, amends the CenturyLinkTm Local Services Platform ("CLSP") Agreement (formerly known as 'Qwest Local Services Platform ('QLSPTM") Agreement") between the Parties. WHEREAS, the Parties entered into a Qwest Local Services Platform ("QLSPTM") Agreement (now referred to as a CenturyLinkTM Local Services Platform ("CLSPTM") Agreement) (the "Agreement") with an Effective Date of January 3, 2011; and WHEREAS, the terms "CenturyLink" and "CLSP" in this Amendment shall be used in place of, and interchangeably with, the terms "Qwest" and "QLSP", respectively, in the Agreement; and WHEREAS, the Parties agree to amend the Agreement under the terms and conditions contained herein. NOW THEREFORE, in consideration of the foregoing and the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Amendment Terms Attachment 2-QLSP® Service Description (now referred to as Attachment 2-CLSP® Service Description) to the Agreement is hereby amended as follows: 1.by the addition of the following Sections 3.2.2 and 3.2.3 immediately after Section 3.2.1. "3.2.2 Intentionally Left Blank 3.2.3 Intentionally Left Blank" 2.by the addition of the following Sections 3.2.5 and 3.2.6 immediately after Section 3.2.4. "3.2.5 130% YOY Volume Growth Plan: If the number of CLEC's total CLSP lines as of October 31 of each year equals or exceeds 130% of the sum of CLEC's total CLSP lines as of October 31 of the preceding year, and the YOY line increase is • equal to or greater than four thousand one hundred (4,100) CLSP lines, CLEC will qualify for a 35% discount off of the Business Port MRCs and a 6% discount off of the Residential Port MRCs applicable during the next calendar year. 3.2.6 140% YOY Volume Growth Plan: If the number of CLEC's total CLSP lines as of October 31 of each year equals or exceeds 140% of the sum of CLEC's total CLSP lines as of October 31 of the preceding year, and the YOY line increase is equal to or greater than seven thousand five hundred (7,500) CLSP lines, CLEC will qualify for a 40% discount off of the Business Port MRCs and a 6% discount off of the Residential Port MRCs applicable during the next calendar year." 3.by the addition of the following Sections 3.3.1, 3.3.2, 3.3.3 and 3.3.4 immediately after Section 3.3. "3.3.1 The Parties agree that the CLSP line count as of October 31, 2011 was eleven thousand seven hundred eighty-four (11,784) and the 90% YOY Volume Retention Plan set forth in Section 3.2.1 will be the applied discount until the October 31, 2012 count is completed for purposes of determining discount eligibility for 2013, if any. 3.3.2 Early Discount. If CLEC equals or exceeds the Volume Growth Plan level requirements set forth in Section 3.2.4, Section 3.2.5 or Section 3.2.6 prior to the end of the October 31, 2012 Volume Growth Plan measurement period, the discount set forth in such applicable Volume Growth Plan will be implemented in the month following the attainment of such Volume Growth Plan level (an "Early Discount"). 3.3.3 If CLEC attains an Early Discount, CLEC must maintain the minimum number of in-service CLSP lines required for such Early Discount. If such minimum number of in-service CLSP lines are not maintained until the October 31, 2012 line count, CenturyLink may, at any time, reverse any Early Discount and modify CLEC to its otherwise applicable discount level, if any, which corresponds to CLEC's attained Volume Growth Plan level or Volume Retention Plan level, as applicable (but not below the discount level set forth in Section 3.3.1). If CenturyLink modifies the Early Discount due to any failure of CLEC to maintain minimum line counts, no further Early Discount will be applied. 3.3.4 CLSP Volumes. For purposes of calculating CLEC's total CLSP Volumes for each Volume Growth Plan period or Volume Retention Plan period, as applicable, CenturyLink will include all CLEC CLSP lines in service under this Agreement. If CLEC is involved in a merger or acquisition and the CLSP lines of such other merger or acquisition party are thereafter governed by this Agreement, the CLSP Volume calculation will be made as if those lines had always been governed by this Agreement such that the other party's CLSP lines in service as of the beginning of a particular Volume Growth Plan period or Volume Retention Plan period will not be treated as growth lines in the immediately succeeding Volume Growth Plan period or Volume Retention Plan period." May 29, 2012Imms, jm/Metropolitan Telecommunications of ldaho/CDS-1 01021-0117 Amendment to CLSPTm Agreement Page 1 of 2 .—DocuSigned by. I By: L62E3E1RR2204F5.. Name: Andoni Economou Title: COO / EVP 6/11/2012 Date: . Name: L. T. Christensen Title: Director -Wholesale Contracts Date: 6/11/2012 DocuSign Envelope ID: A107D639-E34C-4C83-AF9B-F0F4F0322B6F AMENDMENT NUMBER TWO CENTURYLINKTM LOCAL SERVICES PLATFORM ("CLSP") AGREEMENT Effective Date This Amendment shall be deemed effective upon signature by both Parties. Further Amendments Except as expressly modified by this Amendment, the provisions of the Agreement shall remain unmodified and shall be in full force and effect. The provisions of this Amendment, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions of this Amendment may not be given without the written consent thereto by both of the Parties hereto. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Entire Agreement The Agreement as amended (including by the documents referred to herein) constitutes the full and entire understanding and agreement between the Parties with regard to the subject matter of the Agreement, as amended, and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subject matter of the Agreement, as amended. The Parties intending to be legally bound have executed this Amendment as of the dates set forth below, in multiple counterparts, each of which is deemed an original, but all of which shall constitute one and the same instrument. Qwest Corporation . S May 29, 2012Imms, jm/Metropolitan Telecommunications of ldaho/CDS-101021-01 17 Amendment to CLSPTM Agreement Page 2 of 2 DocuSign Envelope ID: A107D639-E34C-4C83-AF9B-F0F4F0322B6F AMENDMENT NUMBER TWO CENTURYLINKTm LOCAL SERVICES PLATFORM ("CLSPTM 11) AGREEMENT This amendment ("Amendment"), by and between Qwest Corporation dba CenturyLink QC ("CenturyLink"), a Colorado corporation, and Metropolitan Telecommunications of Idaho, Inc. ("CLEC"), a Delaware corporation, amends the CenturyLinkTm Local Services Platform ("CLSPTM") Agreement (formerly known as "Qwest Local Services PlatformTM ("QLSPTM") Agreement") between the Parties. WHEREAS, the Parties entered into a Qwest Local Services Platform ("QLSPTM") Agreement (now referred to as a CenturyLinkTM Local Services Platform ("CLSPTM") Agreement) (the "Agreement") with an Effective Date of January 3, 2011; and WHEREAS, the terms "CenturyLink" and "CLSP" in this Amendment shall be used in place of, and interchangeably with, the terms "Qwest" and "QLSP", respectively, in the Agreement; and WHEREAS, the Parties agree to amend the Agreement under the terms and conditions contained herein. NOW THEREFORE, in consideration of the foregoing and the mutual terms, covenants and conditions contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Amendment Terms Attachment 2-QLSP® Service Description (now referred to as Attachment 2-CLSP® Service Description) to the Agreement is hereby amended as follows: 1.by the addition of the following Sections 3.2.2 and 3.2.3 immediately after Section 3.2.1. "3.2.2 Intentionally Left Blank 3.2.3 Intentionally Left Blank" 2.by the addition of the following Sections 3.2.5 and 3.2.6 immediately after Section 3.2.4. "3.2.5 130% YOY Volume Growth Plan: If the number of CLEC's total CLSP lines as of October 31 of each year equals or exceeds 130% of the sum of CLEC's total CLSP lines as of October 31 of the preceding year, and the YOY line increase is • equal to or greater than four thousand one hundred (4,100) CLSP lines, CLEC will qualify for a 35% discount off of the Business Port MRCs and a 6% discount off of the Residential Port MRCs applicable during the next calendar year. 3.2.6 140% YOY Volume Growth Plan: If the number of CLEC's total CLSP lines as of October 31 of each year equals or exceeds 140% of the sum of CLEC's total CLSP lines as of October 31 of the preceding year, and the VOY line increase is equal to or greater than seven thousand five hundred (7,500) CLSP lines, CLEC will qualify for a 40% discount off of the Business Port MRCs and a 6% discount off of the Residential Port MRCs applicable during the next calendar year." 3.by the addition of the following Sections 3.3.1, 3.3.2, 3.3.3 and 3.3.4 immediately after Section 3.3. "3.3.1 The Parties agree that the CLSP line count as of October 31, 2011 was eleven thousand seven hundred eighty-four (11,784) and the 90% YOY Volume Retention Plan set forth in Section 3.2.1 will be the applied discount until the October 31, 2012 count is completed for purposes of determining discount eligibility for 2013, if any. 3.3.2 Early Discount. If CLEC equals or exceeds the Volume Growth Plan level requirements set forth in Section 3.2.4, Section 3.2.5 or Section 3.2.6 prior to the end of the October 31, 2012 Volume Growth Plan measurement period, the discount set forth in such applicable Volume Growth Plan will be implemented in the month following the attainment of such Volume Growth Plan level (an "Early Discount"). 3.3.3 If CLEC attains an Early Discount, CLEC must maintain the minimum number of in-service CLSP lines required for such Early Discount. If such minimum number of in-service CLSP lines are not maintained until the October 31, 2012 line count, CenturyLink may, at any time, reverse any Early Discount and modify CLEC to its otherwise applicable discount level, if any, which corresponds to CLEC's attained Volume Growth Plan level or Volume Retention Plan level, as applicable (but not below the discount level set forth in Section 3.3.1). If CenturyLink modifies the Early Discount due to any failure of CLEC to maintain minimum line counts, no further Early Discount will be applied. 3.3.4 CLSP Volumes. For purposes of calculating CLEC's total CLSP Volumes for each Volume Growth Plan period or Volume Retention Plan period, as applicable, CenturyLink will include all CLEC CLSP lines in service under this Agreement. If CLEC is involved in a merger or acquisition and the CLSP lines of such other merger or acquisition party are thereafter governed by this Agreement, the CLSP Volume calculation will be made as if those lines had always been governed by this Agreement such that the other party's CLSP lines in service as of the beginning of a particular Volume Growth Plan period or Volume Retention Plan period will not be treated as growth lines in the immediately succeeding Volume Growth Plan period or Volume Retention Plan period." May 29, 201 2/mms, jm/Metropolitan Telecommunications of ldaho/CDS-101021-01 17 Amendment to CLSPTh Agreement Page 1 of 2 —DocuSIqned bfl I By: L.._83E3E1ERB22O4v Name: Andoni Economou Title: COO I EVP 6/11/2012 Date: 19 Name: L. T. Christensen Title: Director - Wholesale Contracts Date: 6/11/2012 DocuSign Envelope ID: A107D639-E34C-4C83-AF9B-F0F4F0322B6F AMENDMENT NUMBER TWO CENTURYLINKTM LOCAL SERVICES PLATFORM ("CLSPTM") AGREEMENT Effective Date This Amendment 'shall be deemed effective upon signature by both Parties. Further Amendments Except as expressly modified by this Amendment, the provisions of the Agreement shall remain unmodified and shall be in full force and effect. The provisions of this Amendment, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions of this Amendment may not be given without the written consent thereto by both of the Parties hereto. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. Entire Agreement The Agreement as amended (including by the documents referred to herein) constitutes the full and entire understanding and agreement between the Parties with regard to the subject matter of the Agreement, as amended, and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they relate in any way to the subject matter of the Agreement, as amended. The Parties intending to be legally bound have executed this Amendment as of the dates set forth below, in multiple counterparts, each of which is deemed an original, but all of which shall constitute one and the same instrument. dba CenturyLink QC: S . May 29, 2012/mms, jm/Metropolitan Telecommunications of ldaho/CDS-1 01021-0117 Amendment to CLSPTM Agreement Page 2 of 2