October 8, Ms. Mary Jo Kunkle Executive Secretary Michigan Public Service Commission 6545 Mercantile Way P.O. Box Lansing, MI 48909

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1 Jason D. Topp Senior Corporate Counsel - Regulatory (651) October 8, 2012 Ms. Mary Jo Kunkle Executive Secretary Michigan Public Service Commission 6545 Mercantile Way P.O. Box Lansing, MI Re: In the Matter of the Joint Request for Commission Approval of a Traffic Exchange Agreement Between CenturyTel of Michigan, Inc. d/b/a CenturyLink, CenturyTel of Mid-West Michigan, Inc. d/b/a CenturyLink, CenturyTel of Northern Michigan, Inc. d/b/a CenturyLink, and CenturyTel of Upper Michigan, Inc. d/b/a CenturyLink and Charter Fiberlink - Michigan, LLC MPSC Case No. U Dear Ms. Kunkle: Enclosed for filing is an electronic copy of the Joint Application for Approval of the Traffic Exchange Agreement ( Agreement ) by and between CenturyTel of Michigan, Inc. d/b/a CenturyLink, CenturyTel of Midwest-Michigan, Inc. d/b/a CenturyLink, CenturyTel of Northern Michigan, Inc. d/b/a CenturyLink, and CenturyTel of Upper Michigan, Inc. d/b/a CenturyLink (collectively CenturyLink ) and Charter Fiberlink - Michigan, LLC. A fully executed copy of the Agreement is attached to the Joint Application. Sincerely, JDT/bardm Enclosures Jason D. Topp

2 STATE OF MICHIGAN BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION ********* In the Matter of the Joint Request for Commission Approval of the Traffic Exchange Agreement by and between CenturyTel of Michigan, Inc. d/b/a CenturyLink, CenturyTel of Midwest-Michigan, Inc. d/b/a CenturyLink, CenturyTel of Northern Michigan, Inc. d/b/a CenturyLink, CenturyTel of Upper Michigan, Inc. d/b/a CenturyLink and Charter Fiberlink - Michigan, LLC Case No. U JOINT APPLICATION CenturyTel of Michigan, Inc. d/b/a CenturyLink, CenturyTel of Midwest-Michigan, Inc. d/b/a CenturyLink, CenturyTel of Northern Michigan, Inc. d/b/a CenturyLink, CenturyTel of Upper Michigan, Inc. d/b/a CenturyLink (collectively "CenturyLink") and Charter Fiberlink - Michigan, LLC ("Charter") hereby jointly apply to the Michigan Public Service Commission ("Commission") pursuant to Section 203(1) of the Michigan Telecommunications Act ("MTA"), as amended, MCL (1), and Section 252(e)(1) of the Telecommunications Act of 1996 (the "Act"), 47 U.S.C. 252(e)(1), for approval of the Traffic Exchange Agreement ("Agreement") by and between CenturyLink and Charter. In support of this joint application, CenturyLink and Charter state as follows: 1. CenturyLink is an authorized provider of telecommunications services to the public in its various exchanges and zones throughout the State of Michigan. 2. Charter is an authorized provider of local wireline telecommunications services in the State of Michigan.

3 3. Pursuant to Sections 251 and 252 of the Act, Charter requested adoption of the terms and conditions of the Traffic Exchange Agreement by and between CenturyLink and Comcast Phone of Michigan, LLC d/b/a Comcast Digital Phone that was approved by the Commission on December 20, 2011 in Case No CenturyLink and Charter engaged in good faith negotiations for the Agreement. These negotiations resulted in a completion of the Agreement. A copy of the executed Agreement is attached to this Joint Application. 5. The Agreement meets all the requirements of the Act. Pursuant to 252(e)(1) of the Act, CenturyLink and Charter respectfully request expedited approval of the joint application without any public hearing or formal solicitation of comments. No hearing is required under MTA 203 or 252 of the Act. 6. The joint application and the Agreement provide the Commission with sufficient information to approve the Agreement under the standards of 252(e)(1) and (2) of the Act. Wherefore, CenturyLink and Charter respectfully request expedited approval of the Traffic Exchange Agreement by and between CenturyLink and Charter pursuant to MTA 203 and 252(e)(1) of the Act. Dated this day of October, Charter Fiberlink - Michigan, LLC Michael R. Moore Powerscourt Drive St. Louis, MO (314) Michael.Moore(c-e,chartercong.com ason D. Topp 200 South Fifth Street, Room 2200 Minneapolis, MN (651) Jason.topp@centurylink.com

4 CenturyLink- ADOPTION BY CHARTER FIBERLINK - MICHIGAN, LLC OF THE TRAFFIC EXCHANGE AGREEMENT BETWEEN CENTURYTEL OF MICHIGAN, INC. CENTURYTEL OF MID-WEST MICHIGAN, INC. CENTURYTEL OF NORTHERN MICHIGAN, INC. CENTURYTEL OF UPPER MICHIGAN, INC. AND COMCAST PHONE OF MICHIGAN, LLC D/B/A COMCAST DIGITAL PHONE FOR THE STATE OF MICHIGAN EXPIRATION: NOVEMBER 1, 2014 Traffic Exchange: Michigan Page 1 of 5

5 TRAFFIC EXCHANGE AGREEMENT This Traffic Exchange Agreement ("Agreement") is entered into by and between Charter Fiberlink - Michigan, LLC, ("Charter"), a Delaware corporation, and CenturyTel of Michigan, Inc. d/b/a CenturyLink, CenturyTel of Midwest-Michigan, Inc. d/b/a CenturyLink, CenturyTel of Northern Michigan, Inc. d/b/a CenturyLink and CenturyTel of Upper Michigan, Inc. d/b/a CenturyLink (collectively referred to herein as "CenturyLink" without diminishing or affecting the separate and distinct legal entity status of each CenturyLink ILEC operating company), all Michigan corporations, which are collectively referred to herein as "the Parties", to establish the rates, terms and conditions for local interconnection and the exchange of Local traffic for the state of Michigan. NOW THEREFORE, the Parties agree as follows: 1. ADOPTED AGREEMENT 1.1 This Agreement between the Parties shall consist of the Traffic Exchange Agreement for the state of Michigan entered into by and between Comcast Phone of Michigan, LLC dba Comcast Digital Phone, and CenturyTel of Michigan, Inc. d/b/a CenturyLink, CenturyTel of Midwest-Michigan, Inc. d/b/a CenturyLink, CenturyTel of Northern Michigan, Inc. d/b/a CenturyLink and CenturyTel of Upper Michigan, Inc. d/b/a CenturyLink, dated November 1, 2011, as filed with the Michigan Public Service Commission ("Adopted Agreement"). 1.2 This Agreement is made a part of and incorporates the terms and conditions of the Adopted Agreement. 1.3 Except as set forth herein, the Adopted Agreement remains unchanged and in full force and effect. In the event of a conflict between the terms of the Adopted Agreement and this Agreement, this Agreement will control. 1.4 Unless otherwise stated differently in the Agreement, all CenturyLink obligations are CenturyLink ILEC operating company-specific obligations and are not obligations that are jointly-provided or otherwise shared between the listed operating companies as a collective entity. 1.5 This Agreement shall supersede and replace in full any and all prior agreements, written and oral, between Charter and CenturyLink pertaining to the subject matter hereof, applicable to the state of Michigan. For the avoidance of doubt, the prior EAS Traffic Exchange Agreement between Charter and CenturyTel of Michigan, Inc. approved by the Michigan Public Service Commission ("Commission") on August 21, 2007, in Case No. U-15338, the prior EAS Traffic Exchange Agreement between Charter and CenturyTel Midwest Michigan, Inc. approved by the Commission on March 21, 2007, in Case No. U-15188, the prior EAS Traffic Exchange Agreement between Charter and CenturyTel of Northern Michigan, Inc. approved by the Commission on August 21, 2007 in Case No. U , and the prior EAS Traffic Exchange Agreement between Charter and CenturyTel of Upper Michigan, Inc. approved by the Commission on July 26, 2007 in Case No. U shall terminate on the effectiveness of this Agreement. Traffic Exchange: Michigan Page 2 of 5

6 2. PARTIES 3. PROVISIONS For the purposes of this Agreement, Charter is hereby substituted in the Adopted Agreement for Comcast Phone of Michigan, LLC dba Comcast Digital Phone, and CenturyLink shall remain as the other Party to the Adopted Agreement. 3.1 The Terms of the Comcast Phone of Michigan, LLC dba Comcast Digital Phone Agreement are being adopted by Charter pursuant to its statutory rights under Section 252(i). 3.2 The Terms shall be subject to any and all applicable laws, rules, or regulations that subsequently may be prescribed by any federal, state or local governmental authority. To the extent required by any such subsequently prescribed law, rule, or regulation, the Parties agree to modify, in writing, the affected term(s) and condition(s) of this Agreement to bring them into compliance with such law, rule, or regulation. 3.3 Should Charter attempt to apply the adopted Terms in a manner that conflictswith the provisions set forth herein, CenturyLink reserves its rights to seek appropriate legal and/or equitable relief. 4. EFFECTIVE DATE AND TERM 4.1 This Agreement will be effective only upon execution by both Parties unless prior Commission approval is required, in which case this Agreement shall be effective upon Commission approval; except that the initiation of a new account or any new provision of service or obligation or any revision to currently existing services or obligations shall not take effect for 60 days to accommodate required initial processes. Unless delayed by Commission action, the "Effective Date" of this Agreement for all purposes will be the latest date reflected by the signing Parties. 4.2 This Agreement shall be effective to and through November 1, 2014 and, unless cancelled or terminated earlier in accordance with the terms hereof. If neither Party elects to terminate this Agreement as of the date of termination of the Term, this Agreement shall continue in force and effect on a month-to-month basis (each one-month period constituting a "Follow-on Term") unless and until cancelled or terminated as provided in this Agreement. Traffic Exchange: Michigan Page 3 of 5

7 5. NOTICES Except as otherwise provided, all notices and communication hereunder will be deemed to have been duly given when made in writing and delivered in person or deposited in the U.S. mail, certified, postage paid, return receipt requested, and addressed as follows: If to Charter: Charter Fiberlink - Michigan, LLC Attn: Legal Dept. Telephone Powerscourt Drive St. Louis, MO Michael. Moore@chartercom.com Phone: With copies to: Charter Communications, Inc. Attn: Carrier Relations Powerscourt Drive St. Louis, MO Kathy.Trouqhtonchartercom.com Phone: If to CenturyLink: CenturyLink Director Wholesale Contracts th Street 6th Floor Denver, CO intaqreecenturylink.com Phone: With copy to CenturyLink at the address shown below: CenturyLink Law Department Associate General Counsel, Interconnection 1801 California Street, 9th Floor Denver, CO Legalinterconnectioncenturylink.com Phone: and Charles A. Hudak Friend, Hudak &Harris, LLP Three Ravinia Drive Suite 1450 Atlanta, GA chudakfh2.com Phone: Traffic Exchange: Michigan Page 4 of 5

8 IN WITNESS WHEREOF, Charter and CenturyLink have caused this Agreement to be executed by their respective duly authorized representatives. CHARTER FIBERLINK - MICHIGAN, LLC by CHARTER COMMUNICATIONS, INC., its manager CENTURYTEL OF MICHIGAN, INC. CENTURYTEL OF MID-WEST MICHIGAN, INC. CENTURYTEL OF NORTHERN MICHIGAN, INC. CENTURYTEL OF UPPER MICHIGAN, INC. DocuSigned by: By: Path buvis By: 05E9FC D , DoeuSignpd Fiy. I T ChristansAn Name : Patricia S. Lewis Name L.T. Christensen Title: Vice President, Operations Title: Director Wholesale Contracts Date: 9/14/2012 Date: 9/14/2012 Traffic Exchange: Michigan Page 5 of 5