AT&T Wholesale Agreement - AT&T Clec Online

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General Terms and Conditions/AT&T LOUISIANA
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Cricket Communications, Inc.
Version: 2Q09 – Two-Way CMRS ICA - Wireless – 05/05/09
Interconnection products and/or services. Except as agreed upon in writing, neither Party shall be required to
provide the other Party a function, Facility, product, service or arrangement described in the Act that is not expressly
provided herein.
38.2 Except as specifically contained herein or provided by the FCC or any Commission within its lawful jurisdiction,
nothing in this Agreement shall be deemed to affect any access charge arrangement.
39.0 Amendments and Modifications
39.1 Except as otherwise provided for in this Agreement, no provision of this Agreement shall be deemed amended or
modified by either Party unless such an amendment or modification is in writing, dated, and signed by an authorized
representative of both Parties.
39.2 If Sprint prevails in a final and effective order in Docket No. U-31350 (“Final Award”) on any issue that is noted in this
Agreement as being subject to modification, based upon a Sprint win, then Cricket may amend this Agreement to
include language that is consistent with the Sprint arbitration win (“Sprint Win”). Any such amendment shall be
executed within thirty (30) days after Cricket requests such an amendment. Cricket’s right to amend this Agreement
shall arise no later than the date by which the state commission renders a Final Award, on the merits, concerning any
Sprint Win. The Parties may agree to delay implementation of an amendment, incorporating language consistent
with a Sprint Win, if the Final Award is subject to a request for reconsideration or rehearing, or if all administrative
agency appeals at the state commission have not been exhausted. For the avoidance of doubt, the initiation of any
litigation between Sprint and AT&T, concerning a Sprint Win, or any other arbitrated issue, or related issue, shall not
limit Cricket’s ability to amend this Agreement, pursuant to this Section. If a Sprint Win on which an amendment to
this Agreement, under this Section was based is overturned on appeal in a proceeding conducted pursuant to 47
U.S.C. § 252(e)(6), then an amendment to this Agreement reflecting the district court’s decision will be executed
within thirty (30) days after entry of the district court’s final judgment. If the district court’s decision is reversed or
otherwise modified on appeal, then an amendment to this Agreement reflecting that reversal or modification will be
executed within thirty (30) days after entry of the appellate court’s decision.
39.2.1 The Parties agree that any Sprint Win on any issue concerning the calculation of an appropriate traffic factor
for originating landline-to-mobile interMTA traffic shall require an amendment to the Agreement which
reflects the specific minutes of use exchanged between AT&T and Cricket in Louisiana. As such, the
Parties agree to work in good faith to negotiate a land-to-mobile interMTA traffic factor, based upon traffic
studies prepared by either Party.
39.2.2 The Parties agree that any Sprint Win on any issue concerning the exchange of transit traffic shall require
an amendment to the Agreement pursuant to section 39.2 above. An amendment incorporating such terms
into the Agreement may also necessitate an amendment to the Parties’ existing commercial transit
agreement.
39.3 Notwithstanding the process set forth in Section 39.2, above, if at any time Sprint negotiates language with AT&T that
resolves an issue that is identical to or substantially similar to an issue that is identified in this Agreement as being
subject to modification based on a Sprint Win (“Sprint Negotiation”), then Cricket may amend this Agreement to
include language that is consistent with Sprint’s negotiated language, after the AT&T/Sprint interconnection
agreement is approved by the state commission. An amendment to incorporate language from a Sprint Negotiation
shall be executed within thirty (30) days after Cricket requests such an amendment. Further, the Parties
acknowledge that any Sprint Negotiation result may be incorporated into the terms of the Parties’ successor
agreements prior to their effective date (January 1, 2012). The Parties shall work cooperatively to amend such
agreements and file such amendments with the appropriate State Commission, as may be necessary.
39.4 The Parties shall work cooperatively to ensure the timely and orderly implementation of any amendments arising out
of either Party’s obligations under this Section 39. AT&T shall work cooperatively with Cricket to provide timely
information concerning all Sprint Wins and agreements resulting from Sprint Negotiations, and shall provide to
Cricket and its counsel data, information and other facts or support that may be necessary to implement this section
39 including, but not limited to, immediate notice to Cricket, of any resolution of disputes with Sprint that is
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