CLEC Care Education Package

1. CLEC Care Education Package BellSouth Mergers & Acquisitions

2. Mergers & Acquisitions Merger/Acquisition Charter • To operationalize the processes, procedures, and policies to support transfers of company codes related to assets and/or services between wholesale customers through a purchase, merger, or acquisition transaction (“Transfer”). History • In May of 2003, BellSouth implemented the development of an end to end, coordinated process flow for handling Transfers. This included the development of processes for all BellSouth wholesale products and services, including, e.g., FCC No.1 Tariff services, unbundled network elements, collocation arrangements and network infrastructure license. Effective • Phase 1: March 15, 2004 • NOTE: Not All services were included in Phase 1 development. Phase 2 is currently underway and will be complete in November, 2004. Private/Proprietary: Not for Use or Disclosure Outside BellSouth Except Under Written Agreement

3. Mergers & Acquisitions Private/Proprietary: Not for Use or Disclosure Outside BellSouth Except Under Written Agreement

4. Mergers & Acquisitions Mergers & Acquisitions Chair Roles and Responsibilities • Project Manager of Transfer process • Single Point of Contact for customer • Facilitate internal and external communications, as appropriate • Ensure non-discriminatory process flow among customers • Coordinate execution of the Transfer Agreement between BellSouth and customer Private/Proprietary: Not for Use or Disclosure Outside BellSouth Except Under Written Agreement

5. Mergers & Acquisitions ICS Account Team Roles and Responsibilities • The BellSouth Account Team provides a significant role in the process but DOES NOT manage the project. The M&A chair has overall responsibility for the project. • The Account Team has responsibility for analyzing any special payment plans and pricing initiatives such as TSP, CSA or ACP to measure the impact of the Transfer and advise the customer andM&A chair accordingly. Private/Proprietary: Not for Use or Disclosure Outside BellSouth Except Under Written Agreement

6. Mergers & Acquisitions FREQUENTLY ASKED QUESTIONS: • Q: Do I need to make any necessary physical changes to my network prior to going through the M&A process? A: Changes that are mandatory in order to continue daily operations will be required prior to going through the M&A process, e.g., changes required in order to comply with an existing Interconnection Agreement once the Transfer has occurred . • Q: How much will it cost my company to complete the process? A: Each Transfer is unique and analyzed on a case-by-case basis . Specific rates are associated with each BellSouth product set and services provided pursuant to your Interconnection Agreement and / or tariff and / or separate agreement . • Q: What if I’m only purchasing one collocation site? Would that still be handledthrough the M&A process? A: Yes. Through the M&A process, all records will be correctly updated to reflect proper ownership – thereby eliminating the possibility of inaccurate customer billing and trouble resolution. Private/Proprietary: Not for Use or Disclosure Outside BellSouth Except Under Written Agreement

7. Mergers & Acquisitions FREQUENTLY ASKED QUESTIONS • Q: Will my company be able to place orders while going through the M&A process? A: That depends on what is being transferred and is, in large part, driven by the prioritization of the project. The timeline for completing the process includes specific freezes on accounts as the transaction occurs to ensure that orders are not rejected or not recognized by the ordering systems . Detailed information will be provided to you prior to beginning the project as the parties coordinate the prioritization of the project . • Q: Will my end-user customers lose service during the M&A process? A: No. Assuming that accurate information has been submitted to BellSouth and the process is coordinated between the parties as agreed, the Transfer process should be a seamless transition to the end user. BellSouth strives to ensure that no service interruptions occur. Private/Proprietary: Not for Use or Disclosure Outside BellSouth Except Under Written Agreement

8. Mergers & Acquisitions FREQUENTLY ASKED QUESTIONS: • Q: How long will the process take? A: Each Transfer is unique. The timelines assigned to each Transfer project are directly related to the number of records involved and are discussed in detail during the Transfer planning meetings. • Q: My company is interested in consolidating BANS, but the cost is prohibitive. Is there anything BellSouth can do to lower the secondary service charge related to BAN consolidation? A: The Transfer process was not designed to include BAN consolidations. Private/Proprietary: Not for Use or Disclosure Outside BellSouth Except Under Written Agreement

9. Mergers & Acquisitions Visit the M&A website at: http://www.interconnection.bellsouth.com/ma_process.html Contacts: Chairperson: Amanda Butler 205.321.4990 Amanda.Butler2@Bellsouth.com Project Manager: Terri Douglas 205.321.4949 Terri.Douglas@Bellsouth.com Private/Proprietary: Not for Use or Disclosure Outside BellSouth Except Under Written Agreement