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EXHIBIT 10.36
STATE OF SOUTH CAROLINA )
} NETWORK ACCESS AGREEMENT
COUNTY OF CHARLESTON }
NETWORK ACCESS AGREEMENT ("Agreement") entered into the 1st day of July, 1998,
by and between SCANA Communications, Inc. ("SCI"), f/k/a MPX Systems, Inc., and
KNOLOGY Holdings, Inc.
1. RECITALS
(a) SCI maintains telecommunications equipment located at
One Charlotte Street, Charleston, South Carolina
(referred to hereinafter as the "POP"). SCI connects
to a larger telecommunications network ("Network")
via its telecommunications equipment located at the
POP.
(b) SCI and KNOLOGY are entering into this Agreement in
which SCI will allow KNOLOGY to access the Network
and to house its communications equipment ("Network
Access Equipment") at the POP described above.
2. MASTER LEASE Pursuant to a "Commercial Lease" dated January 13, 1997
(the "Master Lease") by and between South Carolina Electric & Gas
Company ("SCE&G"), as lessor, and SCI, as lessee, attached hereto as
Exhibit A, SCE&G has granted to SCI the right to utilize the premises
that include the POP. SCI shall use reasonable efforts to comply with
its obligations pursuant to the terms of the Master Lease and shall
deliver to KNOLOGY copies of every notice of default, nonrenewal and
nonperformance received from SCE&G immediately upon receipt thereof,
and KNOLOGY shall have the right, but not the obligation, to cure any
such defaults of SCI under the Master Lease, assuming that SCI is
either unwilling or unable to cure such defaults itself. SCI covenants
that it will not amend the terms of the Master Lease if any said
amendment would materially adversely affect KNOLOGY's rights or duties
pursuant to this Agreement. SCI represents that (a) SCI has the right
under the Master Lease to enter
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into and to perform this agreement and (b) neither SCI nor SCE&G are in
default or breach under the Master Lease.
3. USE Subject to the provisions and conditions and for the term set
forth herein, SCI authorizes KNOLOGY to locate KNOLOGY's Network Access
Equipment at the POP for the purposes of providing communications
services and accessing the Network. KNOLOGY's Network Access Equipment
is more fully described in Exhibit B, which is attached hereto and
incorporated herein by reference. The POP shall be used by KNOLOGY only
for the location, operation and maintenance of KNOLOGY's Network Access
Equipment described in Exhibit B pursuant to the terms of this
Agreement. KNOLOGY agrees to install equipment of a type that will not
cause interference with or in any way harm or damage existing,
providers of communications services (both wireless and wireline)
and/or their equipment present at the POP at the time of KNOLOGY's
installation. The exact location of KNOLOGY's Network Access Equipment
at the POP shall be determined mutually by SCI and KNOLOGY at the time
or times of actual installation. The parties agree to work in good
faith to determine a mutually convenient location(s) for KNOLOGY's
Network Access Equipment. In the event the parties cannot agree on a
location(s), this Agreement may be terminated by either party upon ten
(10) days written notice to the other party. Space required will
initially be that for five (5) 19" x 8'0" communications relay racks.
Floor space occupied will be 19" wide x 26" deep with 24" access space
needed front and rear. KNOLOGY may request additional space for
additional relay racks. SCI may, but shall not be obligated to, make
such additional space available to KNOLOGY. If such space is made
available by SCI to KNOLOGY, SCI and KNOLOGY shall negotiate the terms
and conditions of such additional space at that time.
4. TERM
(a) INITIAL TERM The Initial Term of this Agreement
commenced on July 1, 1998 and shall expire on July 1,
1999 One (1) Year.
(b) EXTENSION OF TERM At the end of the Initial Term,
this Agreement shall automatically be extended for
twenty (20) one (1) year periods (collectively, the
"Extension Terms"
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and, individually, the "Extension Term") until one
party provides written notice to the other not less
than ninety (90) days prior to the end of the
then-existing Initial Term or Extension Term, as the
case may be, of its desire not to extend the term;
provided however, that each such Extension Term shall
automatically terminate upon the termination of the
Master Lease for causes other than SCI's default
thereunder. Except as provided in this Section, all
terms and conditions of this Agreement shall remain
in full force and effect during the Extension Terms.
If KNOLOGY should remain in possession of the POP
after the termination of the Initial Term and the
Extension Term(s), then KNOLOGY shall be deemed to be
occupying the POP on a month-to-month basis (the
"Holdover Term"), subject to all of the covenants and
conditions of this Agreement and at a monthly rental
of one and one-quarter (1.25) times the per month
charge payable immediately prior thereto.
Notwithstanding the foregoing, SCI has no obligation
to allow KNOLOGY to remain in possession of the POP
during the Holdover Term and may evict KNOLOGY at any
time, without advance notice, during such Holdover
Term. The Initial Term, the properly exercised
Extension Term(s) and the Holdover Term are
collectively referred to as the "Term."
5. CHARGES
(a) KNOLOGY shall pay to SCI an annual Network Access
Charge to be paid in equal monthly installments on
the first day of each month during the Term of this
Agreement. During the Initial Term, the annual
Network Access Charge shall be Twelve Thousand
Dollars ($12,000).
(b) During the first Extension Term, the annual Network
Access Charge shall be Twelve Thousand three hundred
sixty Dollars ($12,360). During every subsequent
Extension Term, the amount of the annual Network
Access Charge shall be increased by three
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percent (3%) over the amount of the Network Access
Charge during the preceding Extension Term.
(c) KNOLOGY hereby covenants and agrees to pay when due
all Network Access Charges due to SCI hereunder at
SCI's principal office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
6. SERVICES SCI shall arrange for heat, air-conditioning and ventilation
to the enclosed areas of the POP in which KNOLOGY's Network Access
Equipment is located on the same basis as is provided to SCI's
facilities located in the same area. Air conditioning will be required
to dissipate approximately 30,000 BTU/hour. Any additional or
supplementary heating and cooling systems required or desired by
KNOLOGY and approved by SCI shall be installed at KNOLOGY's cost.
Electric power for operation of KNOLOGY's Network Access Equipment
shall also be arranged for by SCI. Power required will be 7200 ▇▇▇▇▇ on
five 30A 48V circuits. The furnishing of heat and air-conditioning
shall be subject to any statute, ordinance, rule, regulation,
resolution or recommendation for energy conservation which may be
promulgated by any governmental agency or organization which SCI shall
be required to abide by or which it may in good faith elect to abide
by.
7. ACCESS. KNOLOGY and its employees shall have access to its Network
Access Equipment 24 hours a day, 365 days a year, subject to compliance
with such reasonable security measures as shall be in effect from time
to time for the POP in general. No party shall have access to KNOLOGY's
Network Access Equipment except in the presence of a KNOLOGY
representative after reasonable notice to KNOLOGY. SCI shall have
access to its equipment located at the POP at all times to enable it to
inspect or examine the same and to make repairs, additions and
alterations as SCI may deem advisable to preserve the integrity, good
order and safety of the POP.
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8. CONDITION OF PREMISES Except as otherwise provided herein, KNOLOGY
shall at its own cost keep the portion of the POP it occupies and
KNOLOGY's Network Access Equipment in safe and good condition, except
for such structural repairs as are SCI's obligations hereunder.
9. SURRENDER At the termination of this Agreement for any reason, KNOLOGY
shall remove its Network Access Equipment and any other of KNOLOGY's
goods and effects, and quit and deliver up the space that it occupies
at the POP to SCI peaceably and in as good order and condition as at
the commencement of this Agreement (or as thereafter improved),
reasonable wear and tear and damage by fire or other casualty or
repairs which are SCI's obligation hereunder excepted. If KNOLOGY's
Network Access Equipment and other goods and effects are not removed by
KNOLOGY within 30 days after termination, SCI may remove and store same
as it desires, any cost of removal and storage to be chargeable to
KNOLOGY.
10. REPAIRS SCI shall be responsible only for making structural repairs to
the POP and for making repairs to facilities and equipment located
outside of but furnishing service to the POP.
11. LIMITATION REGARDING SERVICES SCI reserves the right, without any
liability to KNOLOGY and without being in breach of any covenant of
this Agreement, to interrupt or suspend service of any of the heating,
ventilating, air-conditioning, electric or other systems serving the
POP, or the rendition of any of the other services required of SCI
under this Agreement, whenever and for so long as may be necessary by
reason of accidents, emergencies, strikes or the making of the repairs
or changes which SCI is required by this Agreement or by law to make or
in good ▇▇▇▇▇ ▇▇▇▇▇ advisable or by reason of difficulty in securing
proper supplies of fuel, steam, water, electricity, labor or supplies,
or by reason of any other cause beyond SCI's reasonable control,
including without limitation, mechanical failure and governmental
restrictions on the use of materials or the use of any of the POP
systems.
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12. GOVERNMENTAL REQUIREMENTS AND APPROVALS KNOLOGY shall at all times
comply with any and all Federal, State and local statutes, regulations,
ordinances and other requirements of any of the constituted public
authorities and of all insurance underwriters, relating to its use and
occupancy of the POP. Further, SCI shall cooperate with KNOLOGY and
KNOLOGY's efforts to obtain and maintain in effect all certificates,
permits, licenses and other approvals required by governmental
authorities for KNOLOGY's use of the POP. The obligations of SCI as set
forth herein shall continue throughout the term of this Agreement.
13. SIGNS KNOLOGY shall not place signs on the exterior or interior of the
POP except with the approval of SCI.
14. CARE; INSURANCE KNOLOGY shall not overload, damage or deface the POP
or do any act which might make void or voidable any insurance on the
POP or which may render an increased or extra premium payable for
insurance (and without prejudice to any right or remedy of SCI
regarding this paragraph, SCI shall have the right to collect from
KNOLOGY, upon demand, any such increase or extra premium).
15. ALTERATIONS; ADDITIONS KNOLOGY shall not make alterations of or
additions to the POP without the prior written approval of SCI. Said
approval shall not be unreasonably withheld for nonstructural
alterations, provided reasonably detailed plans and specifications for
the work are furnished to SCI.
16. SYSTEM CHANGES KNOLOGY shall not exceed the capacity of any of the
electrical conductors and equipment in the POP and shall not install
any equipment of any kind or nature whatsoever which would or might
necessitate any changes, replacements or additions to (or which might
cause damage to) the plumbing system, the heating system,
air-conditioning system, electrical system or any other system serving
the POP without the prior written consent of SCI.
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17. ASSIGNMENT; DELEGATION This Agreement may not be sold, assigned,
transferred or delegated by KNOLOGY without the written consent of SCI.
No consent shall be required for assignment to any company controlling,
controlled by or under common control of KNOLOGY or for the collateral
assignment of this Agreement in favor of KNOLOGY's lender.
18. FIRE OR OTHER CASUALTY In the event of damage to the POP or those
portions of the POP providing access or essential services thereto, by
fire or other casualty, SCI shall at its expense cause the damage to be
repaired to a condition as nearly as practicable to that existing prior
to the damage, with reasonable speed and diligence. SCI shall not,
however, be obligated to restore or rebuild the POP to a condition in
excess of the condition of the POP at the time of the commencement of
this Agreement, nor in any event to repair, restore or rebuild any of
KNOLOGY's Network Access Equipment, or any alterations or additions
made by KNOLOGY after commencement of the term of this Agreement. To
the extent and for the time that the POP is rendered uninhabitable, the
Network Access Charges set forth above shall proportionately ▇▇▇▇▇. In
the event the damage shall be so extensive that SCI in its sole
discretion shall decide not to repair or rebuild the POP, this
Agreement shall, at the option of either party, exercisable by written
notice to the other party given within sixty (60) days thereof, be
terminated as of a date specified in such notice (which shall not be
more than thirty (30) days thereafter) and the Network Access Charges
(taking into account any abatement as aforesaid) shall be prorated to
the termination date and KNOLOGY shall thereupon promptly vacate the
POP.
19. INDEMNIFICATION
(a) KNOLOGY agrees to compensate SCI for damages and to
indemnify and hold SCI harmless from all claims
(including attorneys' fees, costs and expenses of
defending against such claims) arising from the acts
or omissions or KNOLOGY or KNOLOGY's agents,
employees, engineers, contractors, subcontractors,
licensees, or invitees in or about the POP or arising
from KNOLOGY's default pursuant to this Agreement.
KNOLOGY specifically agrees to compensate SCI for
damages and to indemnify and
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hold SCI harmless from all claims (including
attorneys' fees, costs and expenses of defending
against such claims) imposed by regulatory agencies,
including the Federal Communications Commission (the
"FCC"), as a result of the acts or omissions of
KNOLOGY. Except as otherwise specifically provided
herein to the contrary, it is understood and agreed
that all property kept, installed, stored, or
maintained in or upon the POP by KNOLOGY shall be so
installed, kept, stored, or maintained at the risk of
KNOLOGY. SCI shall not be responsible for any loss or
damage to equipment owned by KNOLOGY which might
result from tornadoes, lightning, wind storms, or
other Acts of God; provided, however, SCI agrees to
compensate KNOLOGY for damages and to indemnify and
hold KNOLOGY harmless from all claims (including
attorneys', fees, costs and expenses of defending
against such claims) arising from the acts or
omissions of SCI or SCI's agents, employees,
engineers, contractors, subcontractors, licensees, or
invitees in or about the POP or arising from SCI's
default pursuant to this Agreement. The indemnities
described in this Section shall survive termination
of this Agreement.
(b) The parties understand that SCI would not enter into
this Agreement except that it is clearly understood
that the parties agree that this Agreement does not
give rise, and is not intended to give rise, to any
third-party claims, as there are no intended
third-party beneficiary to this Agreement. Based on
the foregoing, the parties intend that SCI shall not
be liable: (i) to any third party due to any
provision of this Agreement, or (ii) notwithstanding
the provisions of Section 19.a, to KNOLOGY on account
of any interruption of the business of KNOLOGY,
unless such interruption is caused by the gross
negligence or intentional misconduct of SCI or SCI's
agents, employees, engineers, contractors,
subcontractors, licensees, or invitees in or about
the POP. In the event of any interruption of the
business of KNOLOGY which interruption is not caused
by the gross negligence or intentional misconduct of
SCI or SCI's agents, employees, engineers,
contractors, subcontractors, licensees, or invitees
in or about the
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POP, KNOLOGY shall be entitled to terminate this
Agreement, receive a prorated refund of any advance
rental, and/or ▇▇▇▇▇ rent until the interruption
ceases, as its sole remedies against SCI for said
interruption of its business. The provisions of this
Section 19.b shall survive termination of this
Agreement.
(c) THE PARTIES UNDERSTAND THAT SCI WOULD NOT ENTER INTO
THIS AGREEMENT EXCEPT THAT IT IS CLEARLY UNDERSTOOD
THAT SCI SHALL NOT BE LIABLE TO KNOLOGY OR ANY OTHER
PERSON OR ENTITY FOR ANY CONSEQUENTIAL DAMAGES
ARISING FROM ANY CAUSE WHATSOEVER. In the event that
any third party seeks to hold SCI responsible for any
consequential damages, then in that event, KNOLOGY
agrees to indemnify and hold harmless SCI from all
damages and costs, including attorneys' fees
associated with such claim.
20. INSOLVENCY. (a) The appointment of a receiver or trustee to take
possession of all or a substantial portion of the assets of KNOLOGY, or
(b) an assignment by KNOLOGY for the benefit of creditors, or (c) the
institution by or against KNOLOGY of any proceedings for bankruptcy or
reorganization under any state or federal law (unless, in the case of
involuntary proceedings, the same shall be dismissed within sixty (60)
days after institution), or (d) any execution issued against a
significant portion of the assets of KNOLOGY or against KNOLOGY's
interest hereunder which has not stayed or discharged at least twenty
(20) days prior to a scheduled execution sale, shall constitute a
breach of this Agreement by KNOLOGY. In the event of such a breach, SCI
shall have, without need of further notice to KNOLOGY, the rights
enumerated in Section 21 herein.
21. DEFAULT
(a) EVENTS OF DEFAULT If KNOLOGY shall fail to pay
Network Access Charges as set forth above or any
other sum payable to SCI hereunder or shall fail to
perform or observe any of the other covenants, terms
or conditions contained in this Agreement within
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thirty (30) days (or such longer period as is
reasonably required to correct any such default, but
not more than ninety (90) days, provided KNOLOGY
promptly commences and diligently continues to
effectuate a cure) after written notice thereof by
SCI, or if any of the events specified in Paragraph
20 hereof occur, or if KNOLOGY vacates or abandons
the POP in contradiction of this Agreement during the
term hereof or removes or manifests an intention to
remove any substantial portion of KNOLOGY's goods or
property therefrom other than in the ordinary and
usual course of KNOLOGY's business, then, and in any
of said cases (notwithstanding any former breach of
covenant or waiver thereof in a former instance),
SCI, in addition to all other rights and remedies
available to it by law or equity or by any other
provisions hereof, may at any time thereafter,
terminate this Agreement on at least five (5) days'
notice to KNOLOGY and, on the date specified in said
notice, this Agreement and the term hereby demised
and all rights, but not obligations, of KNOLOGY
hereunder shall expire and terminate and KNOLOGY
shall thereupon quit and surrender possession of the
POP to SCI in the condition elsewhere herein required
and KNOLOGY shall remain liable to SCI as provided in
this Agreement. KNOLOGY shall not be in default of
this Agreement if any past due payment is made within
15 days of notice thereof. It is further provided
that SCI shall not be required to provide the notice
called for in this proviso more than twice in any
calendar year.
(b) OVERDUE PAYMENTS. If Network Access Charges or any
other sum due from KNOLOGY to SCI shall be overdue
for more than fifteen (15) days after written notice
from SCI, it shall thereafter bear interest at the
rate of eighteen (18%) percent per annum (or, if
lower, the highest legal rate) until paid.
22. DISCLAIMER OF WARRANTIES SCI has provided no warranties of any type to
KNOLOGY regarding the POP, the Network, or any structure or improvement
thereon, or the ability or suitability of them to accommodate KNOLOGY's
needs and objectives. KNOLOGY has been provided with the opportunity to
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inspect the POP and the Network and to assess the condition of each.
SCI HEREBY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.
23. NOTICES All statements, notices or other communications with the
exception of bills given hereunder shall be deemed sufficiently given
or rendered only if in writing and sent by registered mail or certified
mail, postage prepaid as follows:
If to KNOLOGY:
▇▇▇▇▇ ▇▇▇▇▇
1241 ▇.▇. ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy, which shall not constitute notice, to:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to SCI:
SCANA Communications, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy, which shall not constitute notice, to:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esquire
▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A.
▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
or to such other person or place as a party may designate by
notice as aforesaid.
24. PRIOR AGREEMENTS; AMENDMENTS This Agreement constitutes the entire
agreement between the parties relating to the subject matter contained
herein. Any previous agreement(s) between the parties pertaining to the
same subject matter, if any, is hereby terminated. Neither party hereto
has made any representations or promises except as contained herein and
the parties agree that this Agreement constitutes the full and
exclusive agreement of the parties with regard to the subject matter
contained herein.
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25. CAPTIONS The captions of the paragraphs in this Agreement are inserted
and included solely for convenience and shall not be considered or
given any effect in construing the provisions hereof.
26. MECHANIC'S LIEN KNOLOGY shall, within twenty (20) days after notice
from SCI, discharge or bond against any mechanic's lien for material or
labor claimed to have been furnished to the POP on KNOLOGY's behalf
(except for work contracted for by SCI) and shall indemnify, defend and
hold harmless SCI from any loss incurred in connection therewith.
27. SCI'S RIGHT TO CURE SCI may (but shall not be obligated), on fifteen
(15) days' notice to KNOLOGY (except that no notice need be given in
case of emergency), cure on behalf of, and without liability to,
KNOLOGY any default hereunder by KNOLOGY, and the cost of such cure
(including any attorneys' fees incurred) shall be deemed immediately
due to SCI and payable upon demand.
28. QUIET ENJOYMENT KNOLOGY, upon payment of the fees and performance of
all obligations imposed under this Agreement, shall have the peaceful
and quiet enjoyment of the space to be occupied hereunder for the
purposes described above without hindrance or disturbance by SCI or
those claiming by, through or under SCI, subject, however, to the terms
of the Agreement, and to any mortgage or lease which is superior to
this Agreement.
29. TAXES KNOLOGY shall be responsible for making any necessary returns
for and paying any and all taxes separately levied or assessed against
its improvements to ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and/or the POP. KNOLOGY shall
reimburse SCI for any increase in real estate taxes levied against ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ and/or the POP which are directly attributable to the
improvements constructed by KNOLOGY and are not separately levied or
assessed against KNOLOGY's improvements by the taxing authorities.
30. CONDEMNATION If the whole of the real property which includes the POP,
or such portions thereof as will make the real property which includes
the POP unusable for the purposes herein described, are
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condemned by any legally constituted public authority, then this
Agreement and the terms hereby granted shall cease from the time when
possession thereof is taken by the public authority, and Network Access
Charges shall be accounted for as between KNOLOGY and SCI as of that
date. Any lesser condemnation shall in no way affect the respective
rights and obligations of the parties hereunder. However, nothing in
this paragraph shall be construed to limit or adversely affect
KNOLOGY's right to an award of compensation from any condemnation
proceeding.
31. MISCELLANEOUS
(a) NONWAIVER The failure of either party to insist in
any one or more instances upon the strict performance
of any one or more of the agreements, terms,
covenants, conditions, or obligations of this
Agreement, or to exercise any right, remedy or
election herein contained, shall not be construed as
a waiver or relinquishment in the future of such
performance or exercise, but the same shall continue
and remain in fall force and effect with respect to
any subsequent breach, act or omission.
(b) PARTIAL INVALIDITY If any of the provisions of this
Agreement, or the application thereof to any person
or circumstances, shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or
the application of such provision or provisions to
persons or circumstances other than those as to whom
or which it is held invalid or unenforceable, shall
not be affected thereby, and every provision of this
Agreement shall be valid and enforceable to the
fullest extent permitted by law.
(c) CONSTRUCTION This Agreement shall be governed in all
respects by the laws of the State of South Carolina.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives the day and year first
above written.
WITNESSES: KNOLOGY HOLDINGS, INC.
/s/ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------- ------------------------------------
[print name] ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
/s/ Its: VP-Construction
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SCANA COMMUNICATIONS, INC.
/s/ By: /s/
--------------------------- ------------------------------------
[print name]
---------------------------
Its: President
--------------------------- -----------------------------------
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ )
) ADDENDUM
COUNTY OF CHARLESTON )
This ADDENDUM is entered into this 1st day of August, 1998 by and between SCANA
Communications, Inc. (hereinafter "SCI") and Knology Holdings Inc. (hereinafter
"Knology").
WHEREAS, the parties previously entered into a "Network Access Agreement" dated
July 1, 1998;
WHEREAS, Knology now wishes to lease a timing port from the SCI Stratum Clock;
WHEREAS, the parties agree to increase the amount payable under the Agreement to
account for the timing port;
NOW, THEREFORE, for and in consideration of the mutual premises and
consideration set forth herein, the parties agree as follows:
1. MODIFICATION OF CHARGES. The parties hereby modify Article 5 of the
Agreement by deleting it in its entirety and replacing it with the
following language:
a. Knology shall pay to SCI an annual Network Access Charge to be
paid in equal monthly installments on the first day of each
month during the Term of this Agreement. During the Initial
Term, the annual Network Access Charge shall be calculated as
follows:
Relay Rack Charges ($2,400 x 5 racks) $12,000
Timing Port Fee $1,375
-------
($1,500 annual fee x 11/12 - Pro Rata charge
for 8/1/98 thru 7/1/99)
Total Initial Term Annual Charge $13,375
b. During the first Extension Term, the annual Network Access
Charge shall be Thirteen Thousand Nine Hundred Five Dollars
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($13,905). During every subsequent Extension Term, the amount
of the Annual Network Access Charge shall be increased by
three percent (3%) over the amount of the Network Access
Charge during the preceding Extension Term.
c. Knology hereby covenants and agrees to pay when due all
Network Access Charges due to SCI hereunder at SCI's principal
office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
2. NO OTHER CHANGES. Except as set forth herein, there are no other
changes to the Agreement.
Witnesses: Knology Holdings, Inc.
/s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------------------- --------------------------------
(print name) ▇▇▇▇ ▇▇▇▇▇▇
------------------------
/s/ Its:
----------------------------- --------------------------------
SCANA Communications, Inc.
/s/ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------- --------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇.
President
/s/
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