1
EXHIBIT 10.24
AGREEMENT BETWEEN
PAGEMART INCORPORATED
AND
GTE COMMUNICATION SYSTEMS CORPORATION
TO ASSUME
AND
AMENDMENT NO. 2
TO
RESALE AGREEMENT
NUMBER 999999-93-12
BETWEEN
PAGEMART INCORPORATED
AND
GTE SERVICE CORPORATION
ASSUMPTION
GTE Communication Systems Corporation, acting through its GTE Supply division,
for the benefit of itself and the affiliates enumerated in Exhibit D, with
offices at 000 Xxxxxx Xxxxx, Xxxxxx, Xxxxx 00000 ("RESELLER") assumes and
Pagemart Incorporated. with its principal offices located at 0000 Xxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 ("LICENSOR") accepts its assumption
of all rights and obligations of GTE SERVICE CORPORATION as RESELLER in said
Agreement Number 999999-93-12 as amended (Agreement).
AMENDMENT
THIS AMENDMENT NO. 2 to Resale Agreement Number 999999-93-12, between RESELLER
and LICENSOR shall be effective upon execution by both parties.
NOW, THEREFORE, the parties agree to the following changes for the mutual
benefit of both parties.
CHANGE NUMBER 1
Exhibit A, PRICING of the Agreement shall be replaced with Exhibit A, PRICING
attached hereto.
CHANGE NUMBER 2
In consideration of the renewal of Resale Agreement Number 999999-93-12
LICENSOR agrees to issue the credits and discounts in, and fulfill the other
commitments as detailed in Exhibit B, DISCOUNTS/CREDITS. By accepting the
discounts and credits listed in Exhibit B, RESELLER does not represent or
guarantee the ordering of any level or amount of Services from LICENSOR or any
peculiar status relative to other vendors.
CHANGE NUMBER 3
Exhibit C, AUTHORIZED EQUIPMENT attached hereto shall be added to the
Agreement.
CONFIDENTIAL
2
CHANGE NUMBER 4
The following shall be added as Section 32:
32. AUTHORIZED EQUIPMENT
(a) RESELLER and its Subscribers shall only
utilize the Equipment listed in Exhibit C,
AUTHORIZED EQUIPMENT in connection with
LICENSOR's Services. LICENSOR may revise
Exhibit C from time to time upon delivery of
written notice to RESELLER at least one
hundred eighty (180) days prior to the
effective date of such revision. If LICENSOR
amends Exhibit C in such a manner whereby
previously authorized Equipment is no longer
authorized for use on LICENSOR's Paging
System, LICENSOR agrees at its sole cost and
expense to provide substitute authorized
Equipment in exchange for the previously
authorized Equipment then utilized by
RESELLER's Subscribers.
(b) All pagers previously sold by LICENSOR to
RESELLER are included in this Agreement, as
they all still work on this network.
CHANGE NUMBER 5
Exhibit D, GTE AFFILIATED ENTITIES attached hereto shall be added to the
Agreement.
CHANGE NUMBER 6
Exhibit E, REPORTS attached hereto shall be added to the Agreement and LICENSOR
agrees to provide such reports to RESELLER.
CHANGE NUMBER 7
The second line of Section 1. TERM shall be changed to read "thereafter until
October 31, 2000 unless terminated or modified by..."
CHANGE NUMBER 8
The following shall be added as Section 31.
31. SERVICE COMMITMENT
In the event a particular terminal or transmitter is inoperable
for a period of twenty-four (24) hours or more, and a RESELLER
Customer is not able to receive paging Services because of the
outage, LICENSOR agrees to credit RESELLER * period for each
affected pager, for a maximum of * hour periods in any one
month.
CHANGE NUMBER 9
Add the following to Section 6, LICENSOR RESPONSIBILITIES
2 CONFIDENTIAL
* CONFIDENTIAL INFORMATION HAS BEEN DELETED. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT.
3
(d) LICENSOR agrees to provide the monthly reports
described in Exhibit E, attached hereto, to RESELLER.
(e) LICENSOR shall assume the role of system coordinator
for all RESELLER'S terminals. This includes
monitoring these terminals for alarms, notifying
RESELLER of alarms, scheduling routine maintenance,
software upgrades and hardware upgrades.
(f) LICENSOR is responsible for keeping RESELLER informed
of all necessary updates and maintenance to the
degree that it does not affect the RESELLER.
CHANGE NUMBER 10
Add the following to Section 7, RESELLER RESPONSIBILITIES
(g) RESELLER is responsible for updating the contact list
of people who LICENSOR is to contact if an alarm
occurs or routine maintenance is required or upgrades
become necessary.
(h) RESELLER is responsible for purchasing software,
hardware, and spare kits for each terminal owned by
RESELLER. RESELLER agrees to reimburse LICENSOR at
the rate of $100 per man hour (plus travel expenses)
for all software and hardware upgrades and other
maintenance that RESELLER approves LICENSOR to
perform on their behalf.
(i) RESELLER will handle emergency maintenance for
service affecting outages on a case by case basis.
CHANGE NUMBER 11
Add the following to Section 10. BILLING
(b) LICENSOR shall provide to RESELLER an overcalls
invoice by the 10th day of each month or RESELLER will
not be obligated to pay the overcall portion of that
invoice.
(c) LICENSOR shall provide to RESELLER a detailed billing
statement for airtime services charge by the 15th day
of each month or RESELLER will be allowed to deduct *
from that particular statement and an additional *
will be deducted each month thereafter until statement
is received.
(d) If the 15th day of the month falls on a weekend the
statement will be delivered to RESELLER by 12:00 noon
Central Standard Time on the next business day.
Except as specifically modified, amended or supplemented herein, all terms and
conditions of Resale Agreement Number 999999-93-12 and its Amendment One shall
remain in full force and effect between the parties.
3 CONFIDENTIAL
* CONFIDENTIAL INFORMATION HAS BEEN DELETED. THE OMITTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT.
4
RESELLER LICENSOR
GTE COMMUNICATION SYSTEMS PAGEMART INCORPORATED
CORPORATION
/s/ XXXXX XXXXXXXXXX /s/ XXXXXXX X. XXXX
--------------------------------------------- ---------------------------------------------------
(Signature of Authorized Agent) (Signature of Officer)
Xxxxx Xxxxxxxxxx Xxxxxxx X. Xxxx
--------------------------------------------- ---------------------------------------------------
(Printed Name of Officer) (Printed Name of Officer)
Acting Group Manager - Contract Management Executive Vice President
--------------------------------------------- ---------------------------------------------------
(Title) (Title)
Date: 10-2-97 Date: 10-2-97
--------------------------------------- ---------------------------------------------
APPROVED AS TO FORM AND LEGALITY
J.R. XXXXXXXX
----------------------------------
Attorney, GTE Telephone Operations
Date: 09-30-97
----------------------------
4 CONFIDENTIAL
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EXHIBIT A
PRICING DOCUMENT
PRICE DOCUMENT ADDENDUM "A"
PRINTED 09/17/97, REPLACES 08/17/97 FORMAT
EFFECTIVE 10/01/97
PREPARED FOR GTE
***CONFIDENTIAL***
[3.1] ADDITIONAL TEXT SERVICES
SERVICE RATE
--------------------------------------------------------------------------------
Broadcast Services - Generic, for all subscribers $900.00 per month
[3.0] NEIGHBOR CITY/PICK-A-CITY OPTIONS
TYPE OF
CITIES COVERAGE
-------------------------------------------------
Austin/San Xxxxxxx - Xxxxxx Neighbor
Austin/San Xxxxxxx - Xxxxxx Neighbor
Baltimore/Washington DC - Richmond Neighbor
Chicago - Indianapolis Neighbor
El Paso - Albuquerque Neighbor
Houston - Dallas Neighbor
Little Rock - Memphis Neighbor
Memphis - Nashville Neighbor
Nashville - Birmingham Neighbor
Nashville - Atlanta Neighbor
Indianapolis - Elkart Neighbor
Chattanooga - Birmingham Neighbor
Nashville - Louisville Neighbor
Nashville - Knoxville Neighbor
Indianapolis - South Bend Neighbor
Louisville - Somerset, KY Neighbor
PageMart shall have the right in its sole and absolute discretion, to change the
fees charged for Devices and/or Services at any time upon thirty (30) days prior
notice to Customer in the event PageMart deems such change necessary to comply
with applicable law or regulation, whether state or federal, or in the event
PageMart determines that a change in applicable law or regulation substantially
affects PageMart's operating costs.
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EXHIBIT A
PRICING DOCUMENT
PRINTED 09/17/97, REPLACES 03/17/97 FORMAT
EFFECTIVE 10/01/97
PREPARED FOR GTE
***CONFIDENTIAL***
[3.0] TEXT SERVICES
PER MO, PER UNIT TEXT NETWORK NUMERIC NET. US 800 / US 800 / 888
COVERAGE FLEX NETWORK RATE OVERCALL LEVEL OVERCALL LEVEL 888 CHARGE OVERCALL LEVEL
-----------------------------------------------------------------------------------------------------------------------
Local - Tier I $ ** >100 @ $ * >400 @ $ * $ * >200 @ $ *
Local - Tier II $ * >100 @ $ * >400 @ $ * $ * >200 @ $ *
Local - Tier III $ * >100 @ $ * >400 @ $ * $ * >200 @ $ *
Text Roaming
US only +$ * counts towards local coverage listed above
Text Roaming
Canada* +$ * counts towards local coverage listed above
Neighbor City US +$ * counts towards local coverage listed above
Pick-A-City US +$ * counts towards local coverage listed above
Pick-A-City Canada* +$ * counts towards local coverage listed above
Statewide $ * >50 @ $ * >400 @ $ * $ * >200 @ $ *
Region $ * >50 @ $ * >200 @ $ * $ * >200 @ $ *
Dual Region $ * >50 @ $ * >200 @ $ * $ * >200 @ $ *
Norpac $ * >50 @ $ * >400 @ $ * $ * >200 @ $ *
SF or LA plus
Las Vegas $ * >50 @ $ * >400 @ $ * $ * >200 @ $ *
California State
plus Las Vegas $ * >50 @ $ * >400 @ $ * $ * >200 @ $ *
Nationwide
Continental US $ * >50 @ $ * >200 @ $ * $ * >200 @ $ *
US plus Hawaii/AK $ * >50 @ $ * >200 @ $ * $ * >200 @ $ *
Canadian Nationwide* +$ * counts towards nationwide coverage listed above
Notes:
(a) All packages include 100 characters per message unless otherwise
noted.
(b) Tier I (LA / San Diego), Tier II (Hawaii), Tier III (All areas not
Tier I or Tier II).
(c) "(pocsag rate)" -- not applicable for new subscribers.
(d) All rates apply for TNPP as well as non-TNPP unless otherwise noted.
(e) "*" Canadian options require equal level of US service and 929.6625
Mhz.
(f) All rates are per unit, per month unless noted otherwise.
* CONFIDENTIAL INFORMATION HAS BEEN DELETED. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT.
7
EXHIBIT A
PRICING DOCUMENT
PRINTED 09/17/97, REPLACES 03/17/97 FORMAT
EFFECTIVE 10/01/97
PREPARED FOR GTE
***CONFIDENTIAL***
[1.2] ADDITIONAL NUMERIC SERVICES
SERVICE RATES PER MONTH
---------------------------------------------------------------------------------
Generic Greeting no charge
Custom Greeting $ *
Numeric Retrieval $ *
Second DID (US) $ *
800/888 Canadian Access $ * (>200 calls, $ * per call)
VoiceMail
Small Talk (5 mes., 20 sec., 12 hour) $ *
Small Talk with US 800/888 $ *
Standard (15 mes., 30 sec., 24 hour) $ *
Standard with US 800/888 $ *
Executive (15 mes., 60 sec., 48 hour) $ *
Executive with US 800/888 $ *
VIP (15 mes., 120 sec., 48 hour) $ *
VIP with US 800/888 $ *
PageMart shall have the right in its sole and absolute discretion, to change the
fees charged for Devices and/or Services at any time upon thirty (30) days prior
notice to Customer in the event PageMart deems such change necessary to comply
with applicable law or regulation, whether state or federal, or in the event
PageMart determines that a change in applicable law or regulation substantially
affects PageMart's operating costs.
* CONFIDENTIAL INFORMATION HAS BEEN DELETED. THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT.
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EXHIBIT A
PRICING DOCUMENT
PRINTED 09/17/97, REPLACES 03/17/97 FORMAT
EFFECTIVE 10/01/97
PREPARED FOR GTE
***CONFIDENTIAL***
[1.0] NUMERIC SERVICES
PER MO, PER UNIT NETWORK US 800/888 800/888
COVERAGE FLEX NETWORK RATE OVERCALL LEVEL CHARGE OVERCALL LEVEL
---------------------------------------------------------------------------------------------------------------------
Local $ * >400 @ $ * $ * >200 @ $ *
Local LA/SD $ * >400 @ $ * $ * >200 @ $ *
Numeric Roam
US only +$ * counts towards local coverage listed above
Numeric Roam
US plus Canada* +$ * counts towards local coverage listed above
Neighbor City US +$ * counts towards local coverage listed above
Pick-A-City US +$ * counts towards local coverage listed above
Pick-A-City Canada* +$ * counts towards local coverage listed above
Statewide $ * >400 @ $ * $ * >200 @ $ *
Region $ * >200 @ $ * $ * >200 @ $ *
Dual Region $ * >200 @ $ * $ * >200 @ $ *
Norpac $ * >400 @ $ * $ * >200 @ $ *
Seaboard Region $ * >400 @ $ * $ * >200 @ $ *
SF or LA plus
Las Vegas $ * >400 @ $ * $ * >200 @ $ *
California State
Plus Las Vegas $ * >400 @ $ * $ * >200 @ $ *
Nationwide
Continental US $ * >200 @ $ * $ * >200 @ $ *
US plus Hawaii/AK $ * >200 @ $ * $ * >200 @ $ *
Canadian Nationwide* +$ * counts towards nationwide coverage listed above
Notes:
(a) "(pocsag rate)"--not applicable for new subscribers.
(b) All rates apply for TNPP as well as non-TNPP unless noted otherwise.
(c) "*" Canadian options require equal level of US service and 929.6625
MHz.
(d) Numeric Roaming services include numeric retrieval.
(e) All rates are per unit per month unless noted otherwise.
* CONFIDENTIAL INFORMATION HAS BEEN OMITTED. THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL
TREATMENT.
9
EXHIBIT B
DISCOUNTS/CREDITS
PageMart desires to offer the following commitments, both short and long term,
to GTE Paging in an effort to restart sales momentum.
The following commitments represent a bottom line contribution of *
1. MARKET DEVELOPMENT FUNDS (DISCOUNTS) - Credit issued on the preceding
month's ending units in service by category. The purpose of MDF support
funds is the promotion and growth of PageMart frequency sales. GTE has
discretion on how to best utilize these credits for the above purpose. Proof
of performance requested.
Rate for Existing Accounts: $* credit per month per pager for local numeric
service and $* credit per month per pager for local alpha numeric services.
Term: September 1 through March 31, 1998 (seven months of credits).
Rate for Net Additional Accounts: $* credit per month per pager for local
numeric service and $* credit per month per pager for local alpha numeric
services. Term: September 1 through March 31, 1998 (seven months of
credits).
Estimated minimum seven month contribution: $*.
These credits are in addition to the other marketing promotional projects
that we are committed to support. For example bundled package discounts and
specific sales channel promotions;
2. ALPHA NUMERIC LOCAL TEXT MESSAGE COUNT INCREASED from 50 to 100 text
messages effective October 1, 1997.
3. EXTEND 800/888 OVERALL DISCOUNT RATE OF $* PER CALL through March 31, 1998.
Estimated minimum seven month contribution: *.
4. The credit towards a pocsag price reduction (from $* to $*, will FUND * up
TO $* OF THIRD PARTY HOST-TO-HOST DEVELOPMENT COSTS (or other alternatives
such as direct to terminal connection). This project could not only save
between 35,000 to 60,000 double data entry efforts performed to synchronize
PBMS with PRIME, but greatly improve the speed and reliability of
efficiency of operations.
The $* pocsag price reduction will take effect October 1, 1997.
5. Provide ON-LINE ACCESS to the PageMart network operations trouble ticket
system, with access to all open trouble tickets, before September 15, 1997.
6. Establish a NETWORK OPERATIONS QUALITY REVIEW COMMITTEE that will include
GTE's and PageMart's management teams. This committee will develop and
implement a process to enhance service levels for network maintenance and
reliability and improve communications for all paging network operational
issues. PageMart and GTE will work together to implement processes and
procedures
* CONFIDENTIAL INFORMATION HAS BEEN DELETED. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT.
B-1 CONFIDENTIAL
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which reduce the turn-around time on open trouble tickets by 75%. Initial
meeting to be schedule before September 1, 1997. An agreement on what
process to implement will be agreed to by the members of the committee by
October 15, 1997, and implementation will begin by October 31, 1997.
7. PageMart agrees that due to the network modifications made this year that
coverage has been affected at GTE Place. PageMart agrees to install a
transmitter and other equipment REQUIRED TO CORRECT THE affected coverage
at GTE Place.
8. PageMart agrees to offer custom bundled packages at a reduced price for all
GTE Paging channels, as requested by Product Management.
9. PageMart agrees to Re-Freq. all GTED's and GTE Directories pagers to work
on Frequency #2 in order to expedite a resolution for GTED's and GTE
Directories paging delay issues. This is CONDITIONAL upon acceptance of
this offer by GTE Paging. If GTE Paging wishes to upgrade the GTED's and/or
GTE Directories pagers to the new Advisor Elite pagers, PageMart agrees to
offer a credit equal to the cost of re-freqing the pagers toward the
purchase of the new units not to exceed $10 per pager.
B-2 CONFIDENTIAL
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EXHIBIT C
AUTHORIZED EQUIPMENT
EFFECTIVE 10/01/97
PREPARED FOR GTE
***CONFIDENTIAL***
[5.0] EQUIPMENT
PRODUCT NAME COST PER UNIT
-----------------------------------------------
Motorola Pronto - Flex $ *
Motorola Bravo - Flex $ *
Motorola Ultra Express - Flex $ *
Uniden FX 9400 $ *
Uniden FLX 9050 $ *
Motorola Wordline $ *
Motorola Advisor Gold $ *
Equipment Notes:
(a) Prices include freight charges for standard UPS shipment in the
continental US based on bulk shipments of more than 50 units.
(b) Pagers do not have face labels unless noted otherwise.
(c) Batteries are included.
(d) Product has a 90 day manufacturer warranty.
(e) Shipments/prices are based on availability.
(f) All rates are per unit, per month unless noted otherwise.
* CONFIDENTIAL INFORMATION HAS BEEN DELETED. THE OMITTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO AN APPLICATION FOR
CONFIDENTIAL TREATMENT.
12
EXHIBIT D
GTE AFFILIATED ENTITIES
TELEPHONE OPERATING COMPANIES
-----------------------------
GTE Alaska Incorporated
GTE Arkansas Incorporated
GTE California Incorporated
GTE Florida Incorporated
GTE Communications Corporation
GTE Funding Incorporated
GTE Hawaiian Telephone Company Incorporated
GTE Hawaiian Tel Insurance Company Incorporated
GTE Hawaiian Tel International Incorporated
The Micronesian Telecommunications Corporation
GTE Pacifica Incorporated
GTE Midwest Incorporated
GTE North Incorporated
GTW Northwest Systems Incorporated
GTE Northwest Incorporated
Gte West Coast Incorporated
GTE South Incorporated
GTE Southwest Incorporated
Contel of California, Inc.
Contel Advanced Systems, Inc.
Contel of Minnesota, Inc. d/b/a GTE Minnesota
Contel of the South, Inc. d/b/a GTE Systems of the South
Contel Service Corporation
Continental Telephone Business Systems, Inc.
GTE Anglo Holding Company Incorporated
La Compagnie de Telephone Anglo-Canadienne/Anglo-Canadian Telephone Company
BC TELECOM Inc.
Quebec-Telephone
GTE London Limited (England)
GTE Holdings (Canada) Limited
Compania Dominicana de Telefonos, C. por A. (Codetel)
GTE International Telephone Incorporated
Codetel Computer Graphics Holdings B.V. (Netherlands)
Informatica y Telecommunicaciones, C. por A. (Dominican Republic)
GTE International Telecommunications Incorporated
GTE do Brasil Limitada
GTE PCS International Incorporated
GTE Venezuela Incorporated
D-1 CONFIDENTIAL
13
EXHIBIT D
GTE AFFILIATED ENTITIES
VenWorld Telecom, C.A. (Venezuela)
GTE Investments Incorporated
GTE Customer Networks, Inc.
GTE Data Services Incorporated
GTE Data Services Holdings Mexico, S. de X.X. de C.V.
GTE Data Services-Mexico, S.A. de C.V.
GTEDS Data Services-Mexico, S.A. de C.V.
GTE Data Services International Incorporated
GTE Intelligent Network Services Incorporated
GTE Main Street Incorporated
GTE Media Ventures Incorporated
X.X. Xxxxx, Inc.
Apollo Cablevision, Inc.
ContelVision, Inc.
GTE Vantage Incorporated
GTE Information Services Incorporated
GTE Card Services Incorporated
D-2 CONFIDENTIAL
14
EXHIBIT E
NETWORK REPORTS
Sample Format
--------------------------------------------------------------------------------
Dial up modems for alpha service.
Quantity Ports Available: 24
Sun Mon Tues Wed Thurs Fri Sat
Busy Hour 12pm 5pm 5pm 11am 5pm 5pm 9am
Max ports
in use 5 12 12 13 12 17 8
--------------------------------------------------------------------------------
Trunking Busy Hour
Terminal Name: Anytown, USA
Trunks Available: 24
Sun Mon Tues Wed Thurs Fri Sat
Busy Hour 5pm 6pm 11pm 5am 5pm 6pm 10am
Max Trunks
in Use 7 20 19 18 18 24 10
--------------------------------------------------------------------------------
Internet Gateway Traffic Stats
Sun Mon Tues Wed Thurs Fri Sat
Busy Hour 9am 10am 11am 3pm 5pm 6pm 2pm
Capacity
% Usage 4% 40% 35% 50% 55% 95% 10%
--------------------------------------------------------------------------------
Terminal Busy Hour
Terminal Name: Neighborville, USA
Sun Mon Tues Wed Thurs Fri Sat
Busy Hour 5pm 6pm 11am 5pm 5pm 6pm 10am
CPU %
Usage 45% 55% 63% 44% 50% 75% 30%
--------------------------------------------------------------------------------
E-1 CONFIDENTIAL
15
NETWORK REPORTS
Page 2
Sample Format
--------------------------------------------------------------------------------
Transmitter Outages (over 2 hours)
Average recovery time (by week)
Detail on Exceptions - Transmitters out for more than 4 hours
Terminal Outages (over 1 minute)
Recovery time - time & date
Detail on all outages
--------------------------------------------------------------------------------
Repeat trouble
Terminals that have same trouble within one week.
Transmitters that have same trouble within one week.
--------------------------------------------------------------------------------
Activation System Access
Ports Available: 12
----
Sun Mon Tues Wed Thurs Fri Sat
Busy hour 2pm 4pm 3pm 3pm 7pm 8pm 1pm
Max ports
in use 5 7 6 8 9 12 11
Average Activation
Time required per
unit (in seconds) 60 75 90 90 105 120 45
E-2 CONFIDENTIAL
