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Interconnection Agreement [Amendment] - BellSouth Telecommunications Inc. and Birch Telecom of the South Inc.

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BellSouth Telecommunications, Inc.                             Meredith E. Mays
Legal Department                                               Attorney
125 Perimeter Center West
Suite 37                                                       770 391 4254
Atlanta, GA 30346                                              Fax 770 391 2812

meredith_mays@bellsouth.com
                                  June 27, 2001

DELIVERED BY HAND

Mr. Reece McAlister
Executive Secretary
Georgia Public Service Commission
244 Washington Street, S.W.
Atlanta, GA 30334-5701

         RE: Approval of the Standard Interconnection Agreement Negotiated by
             BellSouth Telecommunications, Inc. ("BellSouth") and Birch Telecom
             of the South, Inc., pursuant to Sections 251, 252 and 271 of the
             Telecommunications Act of 1996; Docket No.12757-U

Dear Mr. McAlister:

         Enclosed please find the original and three (3) copies, as well as an
electronic filing, of an Amendment to the Standard Interconnection Agreement
between BellSouth and Birch Telecom of the South, Inc.

         The term of this Amendment (consisting of 2 pages) shall be from June
12, 2001 to July 13, 2002. This Amendment inserts section 10.4.6.5 into
Attachment 2 of the Agreement.

         I would appreciate your filing this Amendment with the Commission and
returning the extra copy file-stamped. I have enclosed a self-addressed stamped
envelope for your convenience.

         Thank you for your assistance in this matter.

                                                          Very truly yours,


                                                          /s/ Meredith E. Mays
                                                          Meredith E. Mays

cc: Birch Telecom of the South, Inc.
    Ms. Kristy R. Holley

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                   AMENDMENT TO THE INTERCONNECTION AGREEMENT
                BY AND BETWEEN BELLSOUTH TELECOMMUNICATIONS, INC.
                      AND BIRCH TELECOM OF THE SOUTH, INC.
                         d/b/a BIRCH TELECOM d/b/a BIRCH
                               DATED JULY 14, 2000

        This Agreement refers to the Interconnection Agreement ("the Agreement")
entered into by Birch Telecom of the South, Inc. d/b/a Birch Telecom d/b/a Birch
("Birch") and BellSouth Telecommunications, Inc. ("BellSouth") on July 14, 2000.
This Amendment ("Amendment") is made by and between Birch and BellSouth and
shall be deemed effective on the date executed by Birch and BellSouth.

        NOW THEREFORE, in consideration of the mutual provisions contained
herein and other good and valuable considerations, the receipt and sufficiency
of which are hereby acknowledged, Birch and BellSouth (individually, a "Party"
and collectively, the "Parties") hereby covenant and agree as follows:

        1. The Parties hereby mutually agree to incorporate the following
Section 10.4.6.5 into Attachment 2 of the Interconnection Agreement:

               10.4.6.5     In Georgia, in addition to the branding methods
                            described in this Section 10.4.6, Unbranding and
                            Custom Branding are also available for Directory
                            Assistance and Operator Call Processing via
                            Originating Line Number Screening (OLNS)
                            functionlity. When utilizing this method of
                            Unbranding or Custom Branding, Birch shall not be
                            required to purchase dedicated trunking.

               10.4.6.5.1   For BellSouth to provide Unbranding or Custom
                            Branding via OLNS functionality for Operator Call
                            Processing and Directory Assistance, BellSouth must
                            load Birch's Operating Carrier Numbers (OCN(s)) and
                            telephone numbers associated with such OCN(s) in
                            BellSouth's Line Information Database (LIDB);
                            provided, however, that if Birch desires to offer
                            Alternate Billed Services (collect, third number
                            billed and calling card calls) to its end users.
                            Birch must execute a BellSouth LIDB Storage
                            Agreement. To implement Unbranding and Custom
                            Branding via OLNS software, Birch must submit a
                            manual order form which requires, among other
                            things, Birch's OCN and a forecast for the traffic
                            volume anticipated for each BellSouth TOPS during
                            the peak busy hour. Birch shall provide updates to
                            such forecast on a quarterly basis and at any time
                            such forecasted traffic volumes are expected to
                            change significantly. Upon Birch's purchase of
                            Unbranding or Custom Branding using OLNS software
                            for any particular TOPS, all Birch end users served
                            by that TOPS will receive the Unbranded "no
                            announcement" or the Custom Branded announcement.
                            Orders for Unbranding or Custom Branding via OLNS
                            software shall be completed in approximately 60 days
                            from BellSouth's receipt of Birch's complete,
                            error-free order.

               10.4.6.5.2   Rates for Unbranding and Custom Branding via OLNS
                            software for Directory Assistance and for Operator
                            Call Processing are as set forth in Exhibit C to
                            this Attachment. Should Birch utilize Unbranding via
                            OLNS software, all applicable unbranding charges
                            will apply. Should Birch utilize Custom Branding via
                            OLNS software for Directory Assistance, the DRAM or
                            front-end loading, per TOPS switch charge

<Page>

                            will apply, in addition to the Professional
                            recording of name rate element. In the event Birch
                            deploys Custom Branding via OLNS software in one
                            region and subsequently deploys Custom Branding via
                            OLNS software in other regions and if Birch requires
                            no change to the recording of Birch's name, the only
                            applicable charges associated with such future
                            deployment of Custom Branding via OLNS software,
                            will be from the DRAM or front end loading, per TOPS
                            switch charge for Directory Assistance.

               10.4.6.5.3   Notwithstanding anything to the contrary in this
                            Agreement, to the extent BillSouth is unable to bill
                            Birch applicable charges currently, BellSouth shall
                            track such charges and will bill the same
                            retroactively at such time as a billing process is
                            implemented. In addition to the charges for
                            Unbranding and Custom Branding via OLNS software,
                            Birch shall continue to pay BellSouth all applicable
                            charges for the use of BellSouth's Directory
                            Assistance and Operator Call Processing platforms as
                            set forth in Exhibit C to this Attachment.

        2. All of the other provisions of the Interconnection Agreement shall
remain unchanged and in full force and effect.

        3. Either or both of the Parties are authorized to submit this Amendment
to the appropriate State Public Service Commissions or other Regulatory Agencies
for approval subject to Section 252(e) of the Federal Telecommunications Act of
1996.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed
by their respective duly authorized representatives on the date indicated below.




   BIRCH TELECOM OF THE SOUTH, INC.                              BELLSOUTH TELECOMMUNICATIONS, INC.
   d/b/a BIRCH TELECOM d/b/a BIRCH

                                                                            
                  /s/ John M. Ivanuska                                            /s/ C.W. Boltz
   ----------------------------------------------                ---------------------------------------------
                        Signature                                                    Signature

                    JOHN M. IVANUSKA                                                C.W. BOLTZ
   ----------------------------------------------                ----------------------------------------------
                         Name                                                          Name

         VP, REGULATORY & CARRIER RELATION                                      MANAGING DIRECTOR
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                         Title                                                        Title

                         6/8/01                                                      6/12/01
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                          Date                                                        Date