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AMENDMENT
NO. * TO

MASTER
INTERCONNECTION AND RESALE AGREEMENT

BETWEEN

[insert
Sprint entity]

AND

[insert
CLEC]

THIS DOCUMENT IS A DRAFT AND REPRESENTS THE CURRENT POSITIONS OF THE
SPRINT OPERATING TELEPHONE COMPANIES WITH RESPECT TO INTERCONNECTION
AND RESALE.  SPRINT RESERVES THE RIGHT TO MODIFY THIS DRAFT AGREEMENT,
INCLUDING ANY APPENDICES, SCHEDULES AND/OR ATTACHMENTS THERETO, AT ANY
TIME PRIOR TO THE EXECUTION OF A FINAL AGREEMENT BY BOTH PARTIES. 
THIS DOCUMENT IS NOT AN OFFER.  TO THE EXTENT THE PARTIES
AGREE TO ALSO NEGOTIATE NETWORK ELEMENTS, SERVICES, OR INTERCONNECTION
RATES, TERMS AND CONDITIONS NOT GOVERNED BY 47 U.S.C. 251 (NON-251
SERVICES), THE PARTIES AGREEMENT TO NEGOTIATE BOTH TYPES OF SERVICES
DOES NOT MAKE THE NON-251 SERVICES SUBJECT TO THE PROVISIONS OF 47 U.S.C.
252 AND DOES NOT TRIGGER THE VARIOUS PROCESSES UNDER SECTION 252, INCLUDING
THE RIGHT TO COMPULSORY ARBITRATION OF THE RATES, TERMS AND CONDITIONS
FOR NON-251 SERVICES.  FURTHER, CLEC AGREES NOT TO ARGUE THAT AGREEMENT
TO DISCUSS BOTH 251 AND NON-251 SERVICES CONSTITUTES AN AGREEMENT BY
SPRINT THAT THE NON-251 SERVICES ARE SUBJECT TO 252. 

This Amendment is made this ____ day of _____, 2005,
by and between [insert Sprint entity] (Sprint) and [insert CLEC name]
(CLEC).  (Sprint and CLEC may be referred to individually as
a "Party" and collectively as the "Parties").

BACKGROUND:

The Parties entered into
an Interconnection and amendment/' target='blank' class='doin' >Resale Agreement [or Interconnection, amendment/' target='blank' class='doin' >Resale
and Collocation Agreement] (Agreement) on [insert date] for the state
of [insert state].  The Parties amended the Agreement on [insert
dates of amendments if any].

The Parties wish to amend
the Agreement to reflect changes to the applicable law that has occurred
since the date of the Agreement through the date of this amendment,
including, but not limited to the FCCs order entitiled In the Matter of Unbundled Acces to Network Elements; Review of the
Section 251 Unbundling Obligations of Incumbent Local Exchange Carriers,
Dockets No. 04-313 and 01-338 (FCC 04-290) (Triennial Review Remand
Order).

In consideration of the terms and conditions contained
in this Amendment, the Parties agree as follows:

TERMS AND CONDITIONS:

The Agreement is hereby amended or modified
to add the following definitions:

Business Line is a Sprint-owned
switched access line used to serve a business customer, whether by Sprint
or by a competitive LEC that leases the line from Sprint.  The
number of business lines in a Wire Center shall equal the sum of all
Sprint business switched access lines, plus the sum of all UNE loops
connected to that Wire Center, including UNE loops provisioned in combination
with other unbundled elements.  Among these requirements, business
line tallies (1) shall include only those access lines connecting end-user
customers with Sprint end-offices for switched services, (2) shall not
include non-switched special access lines, (3) shall account for ISDN
and other digital access lines by counting each 64 kbps-equivalent as
one line. For example, a DS1 line corresponds to 24 64 kbps-equivalents,
and therefore to 24 business lines.

Dedicated Transport includes
Sprint transmission facilities between Wire Centers or switches owned
by Sprint, or between Wire Centers or switches owned by Sprint and switches
owned by CLEC, including, but not limited to, DS1-, DS3-, and OCn-capacity
level services, as well as dark fiber, dedicated to a particular customer
or carrier.

Demarcation Point is
that point on the loop where Sprints control of the facility ceases,
and the End User Customers control of the facility begins. 

DS1 Loop is a digital local Loop having a total digital signal speed of 1.544
megabytes per second.  DS1 Loops include, but are not limited to,
two-wire and four-wire copper Loops capable of providing high-bit rate
digital subscriber line services, including T1 services.

DS3 Loop i<span class="Normal--Char" style=" font-family: 'TimesNewRoman', 'Arial';
">s a digital local Loop having a total digital signal speed of 44.736
megabytes per second.

Enhanced Extended Link
(EEL) for purposes of this Agreement refers to the combination of
unbundled network elements, specifically NID, Loop, multiplexing (MUX)
if necessary and Dedicated Transport, in the Sprint Network.

Fiber-based Collocator
means any carrier, unaffiliated with Sprint, that maintains a collocation
arrangement in Sprints wire center, with active electrical power supply,
and operates a fiber-optic cable or comparable transmission facility
that (1) terminates at a collocation arrangement within the Wire Center;
(2) leaves Sprints Wire Center premises; and (3) is owned by a party
other than Sprint or any affiliate of Sprint, except as set forth in
this definition.  Dark fiber obtained from Sprint on an indefeasible
right of use basis shall be treated as non-Sprint fiber-optic cable. 
Two or more affiliated fiber-based collocators in a single Wire Center
shall collectively be counted as a single fiber-based collocator. 
For purposes of this definition, the term affiliate is defined by 47
U.S.C. § 153(1) and any relevant interpretation in the Act.

Fiber-to-the-curb Loop (FTTC Loop) means a local loop consisting
of fiber optic cable connecting to a copper distribution plant that
is not more than 500 feet from the customers premises or, in the case
of predominantly residential MDUs, not more than 500 feet from the MDUs
MPOE. The fiber optic cable in a fiber-to-the curb loop must connect
to a copper distribution plant at a serving area interface from which
every other copper distribution subloop also is not more than 500 feet
from the respective customers premises.

Fiber-to-the-home Loop (FTTH Loop) means a local
loop consisting entirely of fiber optic cable, whether dark or lit,
and serving an end-users customer premises or, in the case of predominantly residential
multiple dwelling units (MDUs), a fiber optic cable, whether dark or
lit, that extends to the multiunit premises minimum point of entry
(MPOE).
High Frequency Portion of the local Loop (HFPL)
is defined as the frequency range above the voice band on a copper Loop
facility that is being used to carry analog circuit-switched voice band
transmissions provided by Sprint to the end-user customer.
Hybrid Loop
means a local Loop comprised of both fiber optic cable, usually in the
feeder plant, and copper wire or cable usually in the distribution plant.

Local Loop refers to a transmission facility between
the main distribution frame [cross-connect], or its equivalent, in a
Sprint Central Office or wire center, and up to the demarcation point
(e.g. Network Interface Device) at a customers premises, to which CLEC
is granted exclusive use.  This includes all electronics, optronics
and intermediate devices (including repeaters and load coils) used to
establish the transmission path to the customer premises.  Local
loops include copper loops, hybrid loops, DS1 loops, DS3 loops, FTTC
Loops and FTTH Loops.

Mobile Wireless Service means any mobile wireless
telecommunications service, including any commercial mobile radio service.

Tier 1 Wire Centers are
those Sprint Wire Centers that contain at least four fiber-based collocators,
at least 38,000 Business Lines.  Tier 1 Wire Centers also are those
Sprint tandem switching amendment/' class='doin' >locations that have