Amendment No. 3

to the

Interconnection Agreement

between

Qwest Corporation, f/k/a USWEST Communications, Inc.

and

SBC Telecom, Inc.

for the State of Colorado

This is Amendment No. 3 (“Amendment”) to the Interconnection Agreement between Qwest Corporation (“Qwest”), formerly known as USWEST Communications, Inc., a Colorado corporation, and SBC Telecom, Inc. (“SBCT”), a Delaware corporation. Qwest and SBCT shall be known jointly as the “Parties”.

RECITALS

WHEREAS, SBCT elected to adopt in its entirety an Interconnection Agreement between AT&T Communications of the Mountain States, Inc. and USWEST Communications, Inc. that was approved by the Colorado Public Utilities Commission (“Commission”) on August 29, 1997, in Docket No 96A-345T; and

WHEREAS, the Parties entered into an Interconnection Agreement that was approved by the Commission on June 30, 2000 (the “Agreement”); and

WHEREAS, the Parties wish to amend the Agreement under the terms and conditions contained herein.

AGREEMENT

NOW THEREFORE, in consideration of 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

The Agreement is hereby amended by adding terms, conditions and rates for Rearrangement of Unbundled Dedicated Interoffice Transport (UDIT) and Extended Dedicated Interoffice Transport (EUDIT) as set forth in Attachment 1 to this Amendment, attached hereto and incorporated herein by this reference.

Effective Date

This Amendment shall be deemed effective upon approval by the appropriate state Commission; however, the Parties may agree to implement the provisions of this Amendment upon execution. To accommodate this need, SBCT must generate, if necessary, an updated Customer Questionnaire. In addition to the Questionnaire, all system updates will need to be completed by Qwest. SBCT will be notified when all system changes have been made. Actual order processing may begin once these requirements have been met.

Further Amendments

Except as modified herein, the provisions of the Agreement shall remain in full force and effect. Neither the Agreement nor this Amendment may be further amended or altered except by written instrument executed by an authorized representative of both Parties.

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.

SBC Telecom, Inc.Qwest Corporation

SignatureSignature

______

Name Printed/TypedName Printed/Typed

______

TitleTitle

DateDate

ATTACHMENT 1

Add the following terms and conditions for Rearrangement of Unbundled Dedicated Interoffice Transport (UDIT) and Extended Dedicated Interoffice Transport (EUDIT).

1.0Rearrangement

1.1SBCT can submit requests through the ASR process to move or rearrange UDIT or EUDIT terminations on the SBCT demarcation point or to change UDIT or EUDIT options. These rearrangements are available through a single office or dual office request. Single office rearrangements are limited to the change in options or movement of terminations within a single Wire Center. Dual office rearrangements are used to change options or movement of terminations in two Wire Centers. Rearrangement is only available for in-place UDITs or EUDITs.

1.2The rearrangement of terminations or option changes are completed as an “uncoordinated change” (basic request) and will be completed within the normal intervals outlined in Exhibit B.

1.3SBCT will submit an ASR with the rearrange USOC and appropriate termination information (e.g. CFA) or NC/NCI codes (Network Channel Codes/Network Channel Interface Codes).

EXHIBIT A

COLORADO RATES

UDIT Rearrangement
Single Office / $233.03
Dual Office / $260.02

EXHIBIT B

Unbundled Dedicated Interoffice Transport Service Interval Table

Rearrangement
UDIT DS0, DS1 / 1 to 24 Circuits / Five (5) Business Days
25 or more Circuits / ICB
UDIT DS3 / 1 to 24 Circuits / Seven (7) Business Days
25 or more Circuits / ICB

November 6, 2000/lhd/SBCT-Amend3-D-UDITRearrngmnt-CO.doc1

Amendment to: CDS-000223-0053/C