4. Switching Fee Payments And Existing Customers

4.1. Within TEN (10) Days after signing this Settlement, Respondents at their own expense shall provide CSD (if not already so provided) in computer readable form as directed by CSD, the names and BTNs of all Existing Customers, arranged in separate computer files according to the LEC provisioning the Existing Customer (e.g., PacBell or GTE). CSD shall forward this data to the appropriate LEC and request therefrom that the name and the current mailing address for each such BTN be provided CSD within TEN (10) Days after the date of such request. After receiving the LECs' responses, CSD shall provide the Companies with a copy thereof and submit the Existing Customers' names and mailing addresses to the Settlement Claims Administrator in accordance with Paragraph 4.2. The Companies and CSD hereby acknowledge the following: Pursuant to this Paragraph in or about November 2000, the Companies provided CSD with the Existing Customers data described above. In or about December 2000, CSD submitted such Existing Customers data to the appropriate LECs which subsequently provided CSD with the names and mailing addresses for the Existing Customers. In or about January 26, 2001, CSD provided the Companies with a copy of such Existing Customers names and mailing addresses, which the Settlement Claims Administrator shall also receive pursuant to Paragraph 4.2. The Companies hereby acknowledge their knowledge and understanding that as January 26, 2001, Pacific Bell has not completed its search for other multiple telephone lines of an Existing Customer that is billed under a single BTN of that Existing Consumer and provisioned by the Companies. Pursuant to this Paragraph 4.1, CSD has requested Pacific Bell to provide CSD with the telephone numbers for these additional telephone lines, and the Existing Customer names, mailing addresses, and BTNs associated with them. CSD will provide the Companies for comment a copy of such Pacific Bell provided data as soon as practicable after its receipt. Pursuant to Paragraph 4.2, CSD will then forward a copy of this additional data to the Settlement Claims Administrator for purposes of processing and delivering Switching Fee Payment Checks as provided at Paragraph 4.2 et seq. However, as the Parties hereby agree, any additional multiple telephone number as described in this Paragraph for which no name, mailing address, and BTN of an Existing Customer can be determined, shall not be included for processing by the Settlement Claims Administrator.

4.2. Within TEN (10) Days or less after the date of the Commission decision adopting this Settlement, CSD will forward the Existing Consumers' names and mailing addresses to the Settlement Claims Administrator for the processing and mailing of Switching Fee Payment Checks to Existing Consumers.

4.3. The LEC(s) may invoice Respondents for the tariffed cost of finding mailing addresses for the BTNs provided by CSD according to Paragraph 5.1. Respondents agree to pay such invoice on a timely basis according to the terms of the LEC invoice.

4.4. Within TWENTY-ONE (21) Days after receipt of CSD's delivery of data pursuant to Paragraph 4.2, the Settlement Claims Administrator shall mail each Existing Customer a Switching Fee Payment Check drawn on the Switching Fee Payment Account and a CSD written Notice explaining the purpose of the Switching Fee Payment and the need to switch from the Companies to another toll/long-distance carrier by the end of the Transition Period (see Exhibit B for a copy of the Notice). Respondents shall have an opportunity to comment upon the Notice before this Settlement is filed. Each Switching Fee Payment Check shall be made payable to the Existing Customer in an amount determined according to Paragraph 4.5 below. Each Switching Fee Payment Check shall be dated as of the date of mailing and contain an expiration date of NINETY (90) Days following the date of the Switching Fee Payment Check. If the Existing Customer fails to cash or deposit it within the NINETY (90) Day period, the Switching Fee Payment Check shall become void and canceled by the Settlement Claims Administrator. The Switching Fee Payment Checks shall be sent via USPS by first class mail with the return address of the Settlement Claims Administrator included.

4.5. The Companies agree to provide each Existing Customer a Switching Fee Payment in an amount corresponding to what the Existing Customer's LEC would charge for switching the Existing Customer to another toll/long-distance carrier, as stated or otherwise provided in this Paragraph. The Pacific Bell switching fee cost is FIVE DOLLARS and TWENTY-SIX CENTS ($5.26) per line switched (see California Tariff Schedule CAL P.U.C. NO. G21 and FCC No.1 Tariff, original page 12-23); GTE California's switching fee cost, FOUR DOLLARS and FORTY-SIX CENTS ($4.46) per line switched (see to FCC Tariff 1, Miscellaneous Services). Those Existing Customers serviced by LECs other than Pacific Bell or GTE California, shall receive a Switching Fee Payment Check in the amount of FOUR DOLLARS and FORTY-SIX CENTS ($4.46).

4.6. The total number of Existing Consumers who shall receive a Switching Fee Payment Check shall be 4,409 as enumerated in Appendix A hereto. In addition, because some of the Companies' Existing Customers may have multiple telephone lines that are presubscribed to the Companies for toll/long-distance telephone services and are billed under a single BTN of the Existing Customer, an Existing Customer shall receive an additional amount of Switching Fee Payment calculated according to Paragraph 4.5, for each such multiple telephone line reported as described above to CSD by Pacific Bell on January 19, 2001. As soon as practicable, CSD will forward this data to the Settlement Claims Administrator (with a copy to the Companies) for processing and delivery according to Paragraph 4.4.

4.7. Concurrently with such reporting, the Settlement Claims Administrator shall refund the Companies from the Switching Fee Payment Account, an amount of monies corresponding to the total amount of all Switching Fee Payment Checks that have expired or were returned to the Settlement Claims Administrator as undeliverable (e.g., unknown current mailing address or forwarding address).

4.8. The Respondents agree not to sell its Existing Customer database at any time after their signing of this Settlement; however, Respondents may sell any assets used only for interstate telephone service or located outside of California.

4.9. Within the Ten (10) Days after the date of issuance of the Commission decision approving this Settlement, the Companies shall direct in writing their underlying facilities-based provider(s) to cease provisioning Existing Customers, by the last Day of the Transition Period. However, the Companies may continue to bill and collect only for telephone services provisioned before and through, but not after, the last Day of the Transition Period. The Companies shall provide CSD with a copy of each such written communication no later than FIVE (5) Days after mailing or delivery thereof.

4.10. By the last Day of the Transition Period, the Companies will cease using any CIC, sub-CIC, or ACNA in California or otherwise provisioning any Existing Customer or other California consumer with telephone or other services that require a CPCN

4.11. The Settlement Claims Administrator shall report as soon as practicable to CSD the date, manner, and amount of Respondents' payments received pursuant to this