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EXHIBIT 10.38
CONFIDENTIAL TREATMENT REQUESTED
Confidential portions of this Agreement which have been redacted are marked
with ("[ ]"). The omitted material has been filed separately with the
Securities and Exchange Commission.
INTERSTATE FIBERNET, INC.
COLLOCATION AGREEMENT
FOR MULTIPLE SITES
THIS COLLOCATION AGREEMENT ("Agreement") is made and dated as of the
____ day of June, 1998, by and between Interstate FiberNet, Inc., ("IFN") a
Delaware Corporation, for itself and on behalf of its subsidiary, ITC DeltaCom
Communications, Inc., and KNOLOGY HOLDINGS, Inc., a Delaware
corporation, ("Customer"). IFN and Customer hereinafter collectively referred to
as the "Parties".
WHEREAS, IFN owns, leases or manages certain locations, or Points of
Presence ("POP") sites, in a number of cities and/or rural areas for the purpose
of maintaining its telecommunication network equipment; and
WHEREAS, Customer desires to install and maintain, or collocate,
certain of Customer's telecommunication network equipment in multiple IFN POP
sites.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties covenant and agree as
provided herein:
X. XXXXX OF LICENSE. IFN hereby grants a non-exclusive license
("License") to Customer for access and use, pursuant to the terms and conditions
of this Agreement, of the space in IFN's POP sites ("POP Space") identified on
Exhibit "A", which may be amended by mutual agreement of the Parties from time
to time during the term of this Agreement. IFN shall identify each POP Space in
a site Exhibits, attached hereto and are incorporated herein by reference, "Site
Exhibit #". Site Exhibits may be added, amended or modified from time to time
during the term of this Agreement upon mutual agreement of the Parties. All
access requirements and limitations for each POP must be set forth in the Site
Exhibit for each POP
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Space. Customer must consent to any access requirements or limitations for each
POP space and show its consent by signing the applicable Site Exhibit before
Customer is bound to any such requirement or limitation. However, Customer
hereby agrees to comply with all rules and regulations regarding the use, access
and conduct of the POP space as established and modified from time to time in
the future by the Lessor of any POP Space leased by Interstate FiberNet.
Customer acknowledges and agrees that IFN cannot grant Customer any lesser
access requirements or limitations than those access requirements and
limitations to which IFN must comply under IFN's rights and the terms of its
occupancy in the POP Space from time to time in the future and that IFN is not
responsible for services or other obligations required to be provided by the
Lessor of any POP Space leased by IFN.
IFN hereby gives the Customer the exclusive use of, and access to, the
Rack Spaces, as defined below, within each POP Space as specified on the
specific Site Exhibit for each specific POP Space. For purposes of this
Agreement, a "Rack Space" is defined as a standard 23" relay rack footprint to
house standard telecommunications facilities, with general dimensions of 15"x 23
1/2" x 7'. Within the Rack Spaces, Customer may install, operate, maintain and
repair equipment to be used in connection with the provision of communications,
data, and cable networks.
This license is subject and subordinate to all restrictions, covenants
and encumbrances, if any, to which IFN, its successors or assigns, may be
subject pursuant to IFN's rights of occupancy of the POP Space with respect to
each respective POP Space to the extent such restrictions, covenants and
encumbrances have set forth in the applicable Site Exhibit and agreed by the
Customer. In addition, the license granted hereby to Customer is not and shall
not be deemed nor construed to be a license with any more expansive rights than
the rights held by IFN
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to access and use the POP Space by the terms of its occupancy thereof. In the
event IFN's rights to occupy any POP site or POP Space cease or terminate for
any reason, Customer shall have 90 days to remove its equipment from the POP
Space(s), unless the Parties otherwise agree. The license granted hereunder by
IFN to Customer shall cease or terminate simultaneously with IFN's rights to
occupy the particular POP site or POP Space with either party having no further
obligations to the other party beyond the payment of accrued charges or other
obligations accrued through the date of cessation or termination.
II. TERM. The term ("Term") of this Agreement shall be for an initial
period of thirty-six (36) months, beginning on the Agreement date first written
above and ending thirty-six (36) months later on the month and day corresponding
to such date. In any event, either party may terminate the license hereby
granted for any particular POP Space or Site described in a Site Exhibit hereto
by providing the other Party with written notice of said termination no less
than 90 days prior to the effective termination date. In the event of
termination of this Agreement or the license for any POP Space, Customer shall
have 90 days to remove its equipment from the POP Space(s), unless the Parties
otherwise agree.
III. LIMITATIONS ON USE OF POP SPACE. The license granted herein to
Customer shall be limited to the access and use of the POP Space only for the
purpose of installing, operating, repairing, maintaining, replacing and removing
Customer's equipment ("Equipment"). Customer shall not install, operate, repair,
maintain, replace and/or remove any equipment owned or operated by a third party
in the POP Space. In addition, in no event shall Customer permit a third party
to access and/or use the POP Space without prior notification and consent of
IFN. All decisions concerning location of the Equipment and the installation,
connectivity and maintenance of the Equipment will be at the discretion of IFN
in accordance with IFN's Operations Manual. If Customer desires to locate
additional equipment within a
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[ ] - CONFIDENTIAL TREATMENT REQUESTED
particular POP Space that requires floorspace and/or power requirements
exceeding those identified in Site Exhibits, Customer must obtain prior written
approval of IFN's Engineering Department
IV. RENTAL. This Agreement is made for and in consideration of the
covenant herein contained in this Agreement and in consideration of a monthly
rental fee for each rack Space located in the POP Space(s) as follows: $[ ] for
first rack space, $[ ] for each additional rack space.
The customer will be billed in advance, on the first day of each month
of the term of this Agreement, pro rated for any partial month. The rental
amounts shall be paid without offset or deduction of any nature. The xxxx will
be due within thirty (30) days of receipt by customer. In addition to any other
rights and remedies available to IFN, Customer shall pay a late fee on any
delinquent amounts equal to the lesser of one and one-half (1 1/2) percent of
the unpaid balance per month or the maximum lawful rate under state law, from
the due date until the date paid.
V. INSTALLATION CHARGE. If Customer requests IFN's assistance with
installation of Customer's Equipment in a POP Space or for an IFN escort to a
POP Space or Site, Customer will pay IFN a labor charge computed in accordance
with Exhibit B hereto.
VI. OBLIGATIONS OF CUSTOMER.
The Equipment and any subsequent modifications thereto that interconnect with
IFN facilities, shall comply with the technical interface specifications as
outlined in the BellCore Publication TR INS 000342 (High Capacity Digital
Special Access Services). IFN reserves the right to refuse use of customer's
equipment or customer designated termination equipment which does not meet
network reliability standards and fire and safety codes.
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1. At its expense and with prior notice to IFN, Customer shall be
responsible for the installation of all of its Equipment within the POP Space.
IFN has the right to provide a representative to observe and inspect the
installation of the Equipment with no charge to Customer unless said
representative is requested by Customer to be present.
2. Customer shall be responsible for the proper maintenance, repair and
operation of the Equipment, including without limitation any maintenance or
repair, which IFN determines, is necessary to eliminate any potentially
unlawful, unsafe, hazardous condition, or equipment which interferes with the
operation of other equipment collocated at the site. If Customer fails to
rectify the condition to IFN's satisfaction within ten (10) days after receipt
of written notification, or sooner if in the event of an emergency under the
particular circumstances, IFN may undertake or arrange for the required
maintenance and/or repair. Customer shall reimburse IFN for all costs relating
to such maintenance or repair, including the costs of all labor and materials.
Such maintenance and repair costs shall be in accordance with the rates set
forth in Exhibit B attached to this Agreement, plus the actual cost incurred by
IFN for third party vendors for such maintenance and repairs.
3. During this Agreement, Customer shall, at its own expense, maintain
in effect insurance coverage with limits not less than those set forth herein:
a) Worker's compensation insurance with statutory limits as
required by the laws and regulations applicable to the employees and agents of
Customer or its contractors who are engaged in the performance of this
Agreement;
b) Employer's liability Insurance, for employee bodily
injuries and deaths, with limits of $500,000 per occurrence;
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c) Commercial general liability insurance, covering claims for
bodily injury, death and property damage, including comprehensive form, premises
and operations, independent contractors, products and completed operations,
personal injury, contractual, and broad form property damage liability coverage,
with limits of $1,000,000 per occurrence and general aggregate of $5,000,000 or
an equivalent limit provided by an "umbrella" insurance policy;
d) Comprehensive automobile liability insurance, covering
owned, non-owned, hired and other vehicles, with combined single limits of
$1,000,000. All such policies of insurance shall provide that the same shall not
be canceled nor the coverage modified nor the limits change without first giving
thirty (30) days prior written notice thereof to IFN. No such cancellation,
modification or change shall affect Customer's obligation to maintain the
insurance coverage required by this Agreement. All liability insurance policies
shall be written on an "occurrence" policy form and shall name Customer and IFN,
its successors and/or assigns, as additional insured as their interest may
appear. Customer shall be responsible for payment of any and all deductibles
from insured claims under its policies. Upon reasonable request, Customer shall
furnish to IFN a certificate of insurance as evidence of compliance with the
aforementioned requirements.
4. Customer shall surrender the POP Space upon the expiration or
termination of this Agreement in as good a condition as received, subject to
normal wear and tear.
5. Upon sixty (60) days prior written notice or, in the event of an
emergency, such notice as may be reasonable, IFN may require Customer to
relocate the Equipment; provided, however, the site of relocation shall afford
comparable environmental conditions for
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the Equipment and comparable accessibility to the Equipment. Customer shall not
be required to pay for the cost of improving the POP Space to which the
Equipment may be relocated. However, notwithstanding the foregoing, Customer
shall be responsible for all costs associated with the relocation of Customer's
Equipment in the event said relocation is required (1) by the owner or
management of the building in which the POP Space is located, (2) due to
structural damage to the POP Space, (3) due to power or HVAC requirements
exceeding Customer's original allocation, or (4) due to expansion of Customer's
service requirements.
VII. OBLIGATIONS OF IFN.
1. IFN agrees to provide Customer or its designated
representatives with reasonable escorted access to the POP Space and Customer's
Equipment on a 24-hour a day, seven day a week basis, for the operation,
maintenance or repair of Customer's Equipment; provided, however, in those
locations where IFN has restricted access by the terms of its occupancy, then
IFN is not required to grant Customer any less restricted access than it
receives itself. Any access restrictions or limitations will not bind or
restrict Customer unless Interstate FiberNet sets forth all such access
restrictions and limitations in the applicable Site Exhibit. Customer must
consent to any access requirements or limitations for each POP Space and show
its consent by signing the applicable Site Exhibit before Customer is bound to
any such requirement or limitation. Customer acknowledges and agrees that IFN
can not grant Customer any lesser access requirements or limitations than those
access requirements and limitations to which IFN must comply under IFN's rights
and the terms of its occupancy in the POP Space from time to time in the future.
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2. During such access, IFN personnel shall have the right to be present
at all times with no charge to Customer, for sites not requiring dispatch of IFN
personnel. If Customer requests the assistance of IFN personnel or an IFN escort
without requirement of twenty-four (24) or seventy-two (72) hour notice outlined
in Site Exhibits, Customer shall reimburse IFN for all costs relating to such
access, including labor associated with non-business day access, according to
the rates set forth in Exhibit B attached hereto. Any access requirement outside
of business day hours for a manned IFN site (reflected as Overtime and Premium
time in EXHIBIT B), will incur escort fee to Customer. For sites that are
unmanned by IFN personnel, escort fees will apply to the Customer (reflected as
Standard time in EXHIBIT B). IFN will provide Customer with electrical power,
set forth in the Site Exhibit(s) attached hereto, as required for Equipment at
each POP site. Based upon anticipated power consumption, Customer must reimburse
IFN the actual cost of any electrical power required for Customer's Equipment on
a per POP Space basis in excess of the anticipated power consumption described
in the Site Exhibit(s).
3. IFN will use reasonable efforts to ensure that the POP Space will be
free of interruptions of services provided by the Lessor of the site from whom
IFN is leasing; provided, however, that IFN does not warrant that the use of the
POP Space will be free from such interruptions.
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VIII. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO THE OTHER PARTY OR ANY OTHER PERSON, FIRM OR ENTITY FOR CONSEQUENTIAL,
SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS OR LOSS OF
REVENUES OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF, OR IN ANY WAY RELATED
TO, THIS AGREEMENT OR THE COLLOCATION OF THE EQUIPMENT AT OR IN THE POP SPACE OR
SITE. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, IFN MAKES NO WARRANTIES AS TO
SUITABILITY OF USE OR FITNESS FOR ANY PURPOSE OF THE SERVICES CONTEMPLATED UNDER
THIS AGREEMENT OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES BY IFN ARE
HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED. For the purposes of this paragraph,
"IFN" shall include IFN's parents, subsidiaries, or affiliates assisting IFN in
the fulfillment of its obligations under this Agreement.
IX. INDEMNIFICATION. Each Party shall indemnify, defend and hold the
other Party harmless against any claims, damages, actions or causes of action
(including without limitation, reasonable attorneys fees) arising out of any act
or omission by the indemnifying Party and any of its directors, officers,
agents, subsidiaries, affiliates, employees, and/or customers related to this
Agreement or provision of services thereunder, including without limitation any
damage to equipment or personal injury.
X. DEFAULT. The Customer shall be considered in default of this
Agreement if:
(1) Customer shall fail to deliver any rental payment to IFN on or
before thirty (30) days net with ten (10) day grace period after the due date;
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(2) Customer violates or fails to perform or fulfill any other
covenant or provision of this Agreement, or fails to perform or cause any repair
or modification to the Equipment required by IFN, within ten (10) days following
notification; or
(3) Customer undergoes bankruptcy; dissolution; assignment for the
benefit of creditors; financial failure or insolvency; receivership; or sale or
merger with another person, corporation or other legal entity unless approved in
writing in advance by IFN.
In the event of Customer's default of this Agreement (and in addition
to all other remedies available to IFN), the entire rent due to IFN for the
unexpired term of this Agreement shall become immediately due, payable and
demanded, together with all reasonable costs, attorney's fees, expenses, and
damages which may have been suffered or incurred by IFN in enforcing its rights
under this Agreement. IFN may also terminate this Agreement and evict Customer
and its Equipment from the POP Space and site should Customer fail to cure the
default within ten (10) days after receipt of written notice sent by IFN setting
forth the method of default. IFN reserves the right to proceed one or more times
against Customer for past due installments of rent and such installments as
shall become due before Customer is evicted, together with all reasonable costs,
fees, attorney's fees, expenses and damages incurred or suffered by IFN.
Customer expressly waives all legal notice to vacate the premises after
expiration of cure period.
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XI. CONFIDENTIALITY. During the term of this Agreement and for a period
of two (2) years therefrom, IFN and Customer shall use their best efforts to
keep the terms and conditions, including rental rates and other charges,
contained in this Agreement and all other confidential information obtained from
the other, and shall not disclose such information to competitors, the public or
others who may gain benefit from such knowledge, unless required by law,
including state and federal securities laws, to divulge such information to
regulatory or governmental authorities, unless authorized in writing to reveal
such information, or unless required to do so in connection with enforcing that
Party's rights hereunder.
XII. SUCCESSORS AND ASSIGNS. The rights and obligations of Customer and
IFN under this Agreement shall inure to the benefit of and shall be binding upon
the successors and assigns of Customer and IFN. Neither party shall delegate its
obligations and responsibilities or assign its benefits hereunder without
written consent of the other, which consent will not be unreasonably withheld;
provided, that, without the consent of the other Party, (i) the Parties may
assign their rights and obligations under this Agreement to any controlling
parent corporation; (ii) the Parties may assign their rights and obligations
under this Agreement to any wholly owned or partially owned affiliate or
subsidiary, or any entity under common control with the Party; (iii) the Parties
may assign their rights and obligations to a purchaser of all or substantially
all of the assets or business of the Party; and (iv) the Parties may assign this
Agreement as security for indebtedness. The Parties will permit the addition of
a wholly owned or partially owned subsidiary or affiliate of either Party.
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XIII. GOVERNING LAW. The validity, construction, interpretation and
enforceability of this Agreement shall be governed by the laws of the State of
Georgia and all legal proceedings involving this Agreement or otherwise relating
to the transactions described herein shall be brought in Xxxxx County, Georgia.
XIV. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between Customer and IFN and there are no representations, inducements or other
provisions other than those expressed herein. No modifications, waiver or
discharge of any provision or breach of the Agreement shall be effective unless
Customer and IFN execute it in writing.
XV. GENERAL.
1. Neither this Agreement nor any actions in the fulfillment of
this Agreement or provision of services hereunder will create a partnership or
joint venture between the Customer and IFN. Neither Party shall have the right
to bind the other with respect to third parties.
2. In the event the POP space is owned by a third party and leased
to IFN, no provision of this Agreement shall operate to violate the agreement
between IFN and the said third party, and Customer shall be required to observe
any and all requirements of the agreement between IFN and the third party, as if
those requirements were set forth herein.
3. No subsequent agreement between IFN and Customer concerning the
services contemplated under this Agreement shall be effective or binding unless
it is made in writing by authorized representative of the Parties hereto, and no
representation, promise, inducement or statement of intention has been made by
either Party which is not embodied herein.
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4. Customer acknowledges that it has been granted only a license
to occupy a portion of the Site and that it has not been granted any real
property interests in the Site.
5. All improvements made to the Site are the property of IFN and
shall remain IFN's property upon expiration or termination of this Agreement.
6. Any signage Customer wishes to place on the Site shall be
subject to IFN's prior written approval.
XVI. NOTICE. Notice under this Agreement shall be in writing and
delivered to the persons whose names and business addresses appear below, or as
otherwise provided to the other Party by proper notice hereunder, and the
effective date of any notice under this Agreement shall be the date of delivery
or refusal of such notice and not the date of mailing.
If to IFN: Interstate FiberNet, Inc.
Attn: Xxxxx Xxxxxx
000 Xxxx 0xx Xxxxxx
X.X. Xxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Fax: (000) 000-0000
with copy to, which shall not constitute notice:
ITC DeltaCom Communications, Inc.
Attn: Assistant General Counsel
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000
IF to Customer: Knology Holdings, Inc.
Attn: Director of BroadBand Carrier Services
0000 XX Xxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
with copy to, which shall not constitute notice:
Knology Holdings, Inc.
Attn: General Counsel
0000 XX Xxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
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XVII. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date set forth at the beginning of this Agreement.
ACCEPTED BY: ACCEPTED BY:
(Customer)
Knology Holdings, Inc. Interstate FiberNet, Inc.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxx
--------------------------- -------------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxx
--------------------------- -------------------------------------
Title: VP Sales & Marketing Title: Sr. Vice President, Network Services
--------------------------- -------------------------------------
Date: 9-30-98 Date: 10/5/98
-------------------------- -------------------------------------
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EXHIBIT A
KNOLOGY / IFN COLLOCATION AGREEMENT FOR MULTIPLE SITES
MULTIPLE, IFN POP SPACE LOCATIONS
1. Panama City, FL 2332 North Highway 321, 32402
2.
3.
4.
5.
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[ ] -- CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT B-1
KNOLOGY/IFN COLLOCATION AGREEMENT FOR MULTIPLE SITES
IFN LABOR RATES
1. STANDARD RATE $[ ] PER HOUR BEGINNING UPON ARRIVAL
Monday through Friday
8:00 AM to 5:00 PM
2. OVERTIME RATES $[ ] PER HOUR BEGINNING UPON NOTIFICATION
Monday through Friday
Prior to 8:00 AM and after 5:00 PM
3. PREMIUM TIME $[ ] PER HOUR BEGINNING UPON NOTIFICATION
All other times
CHARGES WILL BE BILLED IN HALF (1/2) HOUR INCREMENTS FOR:
ESCORT WITHOUT NOTICE
TWO HOUR MINIMUM APPLIES TO OVERTIME AND PREMIUM TIME.
24 HOUR IFN CONTACT: 000-000-0000
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[ ] -- CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT B-2
KNOLOGY/IFN COLLOCATION AGREEMENT FOR MULTIPLE SITES
SCHEDULE OF RATES AND CHARGES
RATE ELEMENT DESCRIPTION TYPE OF CHARGE CHARGE
------------------------ -------------- ------
Application Fee NRC (per Arrangement, per C.O.) $[ ]
Subsequent Application Fee (Note 1) NRC (per Arrangement, per C.O.) $[ ]
Space Preparation Fee (Note 2) NRC (per Arrangement, per C.O.) (Note 3)
Cable Installation NRC (per entrance cable) $[ ]
Floor Space RC (per first rack space) $[ ]
RC (per each additional rack space) $[ ]
Power (Note 4) RC (per amp) $[ ]
Cable Support structure RC (per entrance cable) $[ ]
NOTE
NRC: Non-recurring Charge - one-time charge
RC: Recurring Charge - charged monthly
ICB: Individual Case Basis - one-time charge
(1) Subsequent Application Fee. IFN requires the submission of an
Application Fee for modifications to an existing arrangement. However,
when the modifications do not require IFN to expend capital (e.g.,
additional space or power requirements, BST termination/cross-connect
equipment, etc.), IFN will assess the Subsequent Application Fee in
lieu of the Application Fee.
(2) Space Preparation Fee. The Space Preparation Fee is a one-time fee,
assessed per arrangement, per location. It recovers costs associated
with collocation area within a POP site, which include survey,
engineering, design and building modification costs. Fees include cable
support structures and space for cable connectivity inside collocation
building and between transport equipment and DSX terminations.
(3) The charge amount is to be specified in Site Exhibit.
(4) Power. Monthly Recurring Costs for power will be assessed per ampere,
supplied in protected (A&B) feeds.
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SITE EXHIBIT
1.0
KNOLOGY/IFN COLLOCATION AGREEMENT FOR MULTIPLE SITES
Panama City, Florida
1. ADDRESS: Interstate FiberNet, Inc.
0000 Xxxxx Xxxxxxx 000
Xxxxxx Xxxx, XX 00000
II. EQUIPMENT: QUANTITY TYPE
One (1) each ADC DS3,DS1 DSX Cross-connect panel
One (1) each Nortel BIP and OC-3 Terminal
111. SPACE FOOTPRINT: FIVE (5) 23" width x 20" depth x 7' high central office
racks.
IV. POWER REQUIREMENTS: Total of 60 Amps (dual with A&B feeds)
V. ACCESS REQUIREMENTS: All Access will be escorted. If a technician requires
dispatch, contact the IFN NOC by dialing 000-000-0000. Response time to the POP
site will depend on location of Technician dispatched, which should be within
two (2) hours.
VI. NOTICE REQUIREMENTS: IFN requests notice from Customer twenty-four (24)
hours in advance of entering the POP site and seventy-two (72) hours in advance
prior to installing equipment (to eliminate escort fee during business hours).
Customer will use it best efforts to comply with IFN's request. In the event of
an emergency, Customer shall notify IFN at the time that Customer dispatches a
technician to the POP site. Notice hereunder shall be to IFN's Network Control
Center via telephone. Knology requests that IFN provide a tracking ticket for
the dispatch.
VII. TEMPORARY ALLOCATION: IFN will permit escorted access to Knology for
temporarily use of one (1) rack and a 30 amp breaker assignment at 0000 Xxxxxxxx
Xxxxx, Xxxxxx Xxxx, XX 00000; provided, however, Knology shall remove said rack
within 6 months after replacement rack space is available for use at Highland
Substation, 0000 X. Xxxxxxx 000, Xxxxxx Xxxx, XX 00000.
/s/ Xxxxx Xxxxxx 10-9-98 /s/ Xxxxx X. Xxxxx 10/16/98
--------------------- ------- ------------------------ --------
Customer Date IFN Date
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