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CONFIDENTIAL TREATMENT REQUESTED
Confidential portions of this Agreement which have been redacted are marked with
brackets ("[ ]"). The omitted material has been filed separately with the
Securities and Exchange Commission.
EXHIBIT 10.52
BTI TELECOMMUNICATIONS SERVICES
PRIVATE LINE SERVICES AGREEMENT
This Private Line Services Agreement is entered into as of September 10th, 1998
(the "Effective Date"), by and between BTI Communications Corporation, a Raleigh
corporation ("BTI"), and Knology Holdings, Inc., acting on its own behalf and on
behalf of the company identified on "Schedule 1" hereto ("Company"). Upon
obtaining the written consent of BTI, which consent shall not be unreasonably
withheld, new company of Knology Holdings, Inc., may become Company for purposes
of this Agreement by executing a copy of Schedule 1 hereto in counterparts and
delivering such originally executed schedule to BTI.
Given that the Company desires to obtain private line Facilities (as described
below) from BTI, and BTI is willing to provide Facilities pursuant to the terms
and conditions set forth herein;
Knology Holdings, Inc., ("Company") and BTI hereby mutually agree as follows:
1. INCORPORATION OF DOCUMENTS AND CONTROLLING PROVISIONS:
1.1 This Agreement, together with (a) Service Orders (as defined in Section
2.1 of this Agreement) accepted by BTI pursuant to the terms hereof,
and (b) schedules and exhibits incorporated herein by reference
("EXHIBITS") shall be referred to collectively herein as this
"AGREEMENT." In the event of any conflict between the provisions of
this Agreement and the terms of any Service Order(s) and/or Exhibit(s),
the conflict shall be resolved by reference to said documents in the
following order of priority of interpretation (except as is otherwise
specifically provided in this Agreement or in any Exhibits): (a) any
Service Order(s); any Exhibit(s) with reference to the same in order of
attachment to this Agreement; and (c) this Agreement. Notwithstanding
the foregoing, no provision or term of any Service Order or Exhibit
shall be a part of this Agreement or binding on BTI unless and until
such Service Order or document has been executed by an authorized
representative of BTI.
1.2 If any provision of this Agreement conflicts with any statute, rule or
order of any governmental unit or regulatory body, or tariff filed by
BTI, then if required by law, this Agreement shall remain in effect but
shall be automatically modified by such conflicting law, statute, rule,
order or tariff, subject to the termination rights granted herein.
2. SERVICES TO BE PROVIDED BY BTI:
2.1 Telecommunications capacity, and related ancillary services (the
"FACILITY" or "FACILITIES") available from BTI are identified in the
Service and Pricing Exhibit attached hereto as "EXHIBIT A", which is
incorporated by this reference (the "SERVICE AND PRICING EXHIBIT").
Facilities requested by the Company shall be requested on BTI's service
order forms in effect from time to time (hereafter, any such order is a
"SERVICE ORDER(S)"). Each Service Order shall reference this Agreement
by Agreement Number and shall become a part of this Agreement when
executed by a duly authorized representative of BTI. BTI reserves the
right to reject any Service Order.
2.2 Upon acceptance by BTI of a duty executed Service Order during the Term
(as defined in Section 4.3 of this Agreement) of this Agreement, BTI
shall provide to the Company those Facilities identified in the Service
Order.
3. OBLIGATIONS OF COMPANY:
3.1 The Company shall perform those duties outlined in the Service and
Pricing Exhibit in addition to those described herein and in any
Service Order(s).
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3.2 Company shall have sole responsibility for installation, testing and
operation of the Interconnection Facilities (as defined in Section 1.4
of the Service and Pricing Exhibit), and any services and equipment
other than those Facilities specifically provided by BTI under this
Agreement.
3.3 Company shall fully comply with all laws, regulations and authorities
including, but not limited to, those outlined in Section 9 of this
Agreement.
4. TERM:
4.1 This Agreement shall be effective between the parties as of the date
first written hereon. The initial term (the "INITIAL TERM") of this
Agreement shall expire on the later of: (A) one (1) year from the date
of execution hereof, or (B) as it relates to the Company's continuing
commitment, the expiration of the Facility Minimum Service Term (as
defined in Section 4.2 of the Service and Pricing Exhibit) of any
outstanding Service Order of that Company; unless either party earlier
terminates this Agreement in the manner provided herein.
4.2 Upon the expiration of the Initial Term, if the Company is then in
default hereunder, the Term of this Agreement shall be renewed
automatically on a month-to-month basis (hereafter, the "RENEWAL TERM")
unless and until an Amendment is executed by both parties extending the
Renewal Term, or either party terminates this Agreement in the manner
provided herein.
4.3 The Initial Term and Renewal Term are sometimes referred to together
herein as the "TERM".
4.4 Notwithstanding anything to the contrary in this Section 4, if the
Facility Minimum Service Term (as set forth in Section 4.3 of the
Service and Pricing Exhibit) for a Facility or Facilities extends
beyond the expiration of the Term of this Agreement, then this
Agreement shall continue in effect until the expiration or termination
of the applicable Facility Minimum Service Term, but only as to the
Facility or Facilities so affected, and subject to the termination
rights of BTI and Knology under Section 8 of this Agreement.
5. CHARGES AND PAYMENT:
5.1 Charges for the Facilities shall be determined according to the Service
and Pricing Exhibit except as is otherwise specifically provided in
this Agreement.
5.2 Charges will be calculated and invoiced for the Company. Recurring
charges shall be invoiced by BTI on a monthly basis in advance and
non-recurring charges shall be invoiced in arrears. If the Start of
Service Date (as defined in Section 2.1 of the Service and Pricing
Exhibit) for any Facility falls on other than the first day of any
month, the first invoice to the Company shall consist of: (1) the pro
rata portion of the applicable monthly charge covering the period from
the Start of the Service Date to the first day of the subsequent month,
and (2) the monthly charge for the following month. BTI may, in its
sole discretion, prior to delivering the first invoice to the Company,
elect to require that the Company make a security deposit amount equal
to one (1) month's recurring charges for the Facility or Facilities. If
a deposit is made, it shall be held by BTI until termination of this
Agreement, at which time BTI may apply the deposit, at its option,
either against the last month of charges due hereunder prior to
termination of this Agreement, or against any other amounts owing to
BTI under this Agreement.
5.3 The Company shall make all payments due hereunder within thirty (30)
days after the date of BTI's invoice. If any amount due under this
Agreement is not received by the due date, in addition to its other
remedies available hereunder, BTI may in its sole discretion: (A)
impose upon the delinquent Company a late payment charge of the lower
of 1.5% per month or the highest rate legally permissible (such late
charge shall be payable upon demand by BTI); and/or (B) require the
prepayment of up to two (2) months of recurring charges as a condition
of the continued availability of the Facilities, which prepayment shall
be held and applied against the last two (2) months of charges for the
hereunder prior to termination of this Agreement. Notwithstanding
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anything in this Agreement to the contrary, no payment due hereunder is
subject to reduction, set-off or adjustment of any nature by the
Company, except as is specifically provided in Section 5 of the Service
and Pricing Exhibit regarding Outage Credits. In no event shall the
malfunction or non-operation of the Company's Interconnection
Facilities (including local access when a Company is responsible
therefore) relieve that Company of its obligation to pay for the
Facilities.
5.4 All disputes or requests for billing adjustments must be submitted in
writing and submitted with payment of undisputed amounts due. Any
amounts which are determined by BTI to be in error or not in compliance
with this Agreement shall be adjusted on the next month's invoice. Any
disputed amounts which are deemed by BTI to be correct as billed and in
compliance with this Agreement, shall be due and payable by the
disputing Company, upon notification and demand by BTI, along with any
late payment charges which BTI may impose pursuant to Section 5.3
above. Disputes shall not be cause for any Company to delay payment of
the undisputed balance to BTI according to the terms outlined in
Section 5.3 above.
5.5 Invoices submitted to the Company by BTI shall conform to BTI's
standard billing format and content, as modified by BTI from time to
time.
5.6 Any applicable federal, state, or local taxes, and all use, sales,
commercial, gross receipts, privilege or other similar taxes or license
fees, whether charged to or against BTI or the Company, with respect to
the Facilities provided by BTI, as well as any other imposition by any
governmental authority which has the effect of increasing BTI's cost of
providing the Facilities, shall be payable by the Company in addition
to the other charges set forth in this Agreement.
6. EVENTS OF DEFAULT:
6.1 A) A default on the part of Knology shall occur in the event of its
dissolution at any time during the Term of this Agreement ("Company
Default").
B) A default on the part of a Company shall occur if: (I) the Company
fails to make any payment required to be made by it under this
Agreement and any such failure remains uncorrected for ten (10)
business days after the date such payment was due; (II) the Company
fails to perform or observe any material term or obligation (other than
making payment) contained in this Agreement, and any such failure
remains uncorrected for thirty (30) calendar days after written notice
from BTI informing the Company of such failure (except for a default by
the Company under Section 9.2 of this Agreement, which shall require no
advance written notice); (III) the Company breaches its obligations to
BTI in any other agreement, including but not limited to, agreements
for switched access services or any collocation agreements; or (IV)
there is an Adverse Material Change (as defined in Section 6.2 of this
Agreement) in the Company's creditworthiness (collectively, "COMPANY
DEFAULT").
C) A Default on the part of BTI shall occur if BTI fails to perform or
observe any material term or obligation contained in this Agreement,
and any such failure remains uncorrected for thirty (30) calendar days
after written notice from Knology or, as it relates to BTI's
relationship with the Company, written notice from that Company
informing BTI of such failure ("BTI DEFAULT").
6.2 For purposes of Section 6.1 of this Agreement, an Adverse Material
Change in the Company's creditworthiness shall include, but not be
limited to: (A) failure of the Company to make full payment of
undisputed charges due hereunder on or before the date due on three (3)
or more occasions during any period of twelve months, or the Company's
failure to make such payment on undisputed amounts on or before the
date due in any two (2) consecutive months; (B) acquisition of the
Company (whether in whole or by majority or controlling interest) by an
entity which is insolvent, which is subject to bankruptcy or insolvency
proceedings, which owes past due amounts to BTI or any entity
affiliated with BTI, or (C) the Company's being subject to or having
filed for bankruptcy or insolvency proceedings, or the legal insolvency
of the Company.
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6.3 Notwithstanding Section 6.1 of this Agreement, the failure of any
particular circuit or number of circuits to comply with the
Specifications (as that term is defined in Section 2.1 of the Service
and Pricing Exhibit) shall not be deemed a BTI Default, but may
obligate BTI to provide the affected Company with Outage Credits, as
provided in Section 5 of the Service and Pricing Exhibit.
7. REMEDIES FOLLOWING DEFAULT:
7.1 A) If a company Default occurs, the terms and conditions of this
Agreement shall remain in effect as they relate to BTI's relationship
with each individual Company, subject to the Facility Minimum Service
Term of each Company's Facilities.
B) If a Company Default occurs, BTI may, in addition to any other
remedies it has under this Agreement or under the law: (I) suspend its
performance with defaulting Company under this Agreement without the
requirement of any further notice to the Company, until the Company has
remedied all breaches of this Agreement and paid in full all charges
then due, including any late fees specified herein plus, at BTI's
option, the prepayment of up to two (2) months recurring charges, as is
specified in Section 5.3 of this Agreement; (II)condition provision of
Facilities or acceptance of a Service Order on the Company's assurance
of payment and compliance with this Agreement, which may be in the form
of a deposit or such other means as is required by BTI to establish
assurance of payment and compliance, or (III) terminate all Facilities
ordered by the Company under this Agreement by providing written notice
to the Company in the manner provided in Section 8.2 of this Agreement.
7.2 If BTI is in Default, the affected Company may, in addition to any
other remedies it has under this Agreement or under the law, terminate
the Company's relationship with BTI under this Agreement in the manner
provided for in Section 8.1 of this Agreement, but may not withhold or
suspend its own performance.
8. TERMINATION:
8.1 A)Knology may terminate this Agreement effective upon written notice to
BTI if BTI is in Default (as provided in Section 6.1c of this
Agreement).
B) The Company may terminate its Facilities under this Agreement: (I)
effective upon written notice to BTI, if BTI is in Default (as provided
in Section 7.2 of this Agreement); (II) effective upon thirty (30)
calendar days prior written notice, if any material rate or term
contained herein and relevant to the affected Facilities is materially
changed by order of the highest court of competent jurisdiction to
which the matter is appealed, the Federal Communications Commission, or
other local, state or federal government authority, or (III) effective
upon thirty calendar days prior written notice, with or without cause,
following the expiration of the Initial Term.
8.2 A) Either party may terminate this Agreement in whole or in part,
effective immediately and without any advance written notice, if BTI
does not maintain or loses any required regulatory or other
governmental authorizations to provide the Facilities, as described in
Section 9.l of this Agreement; following an Knology Default under
Section 9.2 of this Agreement, or if Knology makes an unauthorized
Transfer under Section 12.1 of this Agreement.
B) BTI may terminate the Company's Facilities provided under this
Agreement:
I) effective upon written notice to the Company, if the
Company is in Default (as provided in Section 7.1 of this
Agreement);
II) effective upon thirty (30) days prior written notice, with
or without cause, following the expiration of the Initial
Term; or
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(III) effective immediately and without any advance written
notice, if BTI does not maintain or loses any required
regulatory or other governmental authorizations to provide the
Company's Facilities, as described in Section 9.1 of this
Agreement; following a Company Default under Section 9.2 of
this Agreement; or if the Company makes an unauthorized
Transfer under Section 12.1 of this Agreement.
8.3 The Company may terminate the affected portion or portions of a Service
Order or Service Orders: (A) upon ten (10) calendar days prior written
notice following failure of performance, in the manner and subject to
Section 10.2 of this Agreement or Section 1.2 of the Service and
Pricing Exhibit; or (B) following thirty (30) calendar days prior
written notice, following an increase in prices by BTI as to a
particular Facility or Facilities, in the manner and subject to Section
3.2 of the Service and Pricing Exhibit. Any termination of a Service
Order of Service Orders shall not affect any remaining Service Orders,
and shall not constitute a termination of this Agreement in whole or in
part as it relates to the Company terminating the Service order or
Service Orders.
9. GOVERNMENTAL AUTHORITY:
9.1 The Company acknowledges that the obligation of BTI to provide the
Facilities to the Company is subject to the receipt by BTI of any
required regulatory or other governmental authorizations. BTI reserves
the right to terminate this Agreement pursuant to Section 8.2 of this
Agreement if at any time BTI does not have or loses the required
regulatory or other governmental authorizations to provide the
Facilities.
9.2 BTI, and the Company represents and warrants that: (A) it has received
all necessary permits, licenses, approvals, grants, and charters of
whatsoever kind necessary to carry out the business in which it is
engaged; and (B) it has complied and does comply with all laws,
regulations, orders, and statutes which may be applicable to it,
whether local, State or Federal. From the date of this Agreement until
the termination hereof, the Company agrees to operate in accordance
with and to maintain current all such certifications, permits,
licenses, approvals, grants, charters, and to comply with all
applicable laws, regulations, orders and statutes, whether local, State
or Federal. A breach by a Company of any of the representations,
warranties or covenants of this Section 9.2 shall be deemed a Company
Default hereunder, and shall allow BTI to terminate the Company's
Facilities in the manner described in Section 8.2 of this Agreement. A
breach by either party of any of the representations, warranties or
covenants of this Section 9.2 shall be deemed a Default hereunder, and
shall allow either party to terminate this Agreement in its entirety in
the manner described in Section 8.2 of this Agreement.
10. FORCE MAJEURE:
10.1 Except as is provided in Section 10.2 below, BTI shall not be liable
for any failure of performance hereunder due to causes beyond its
reasonable control, including, but not limited to: acts of God, fire,
explosion, vandalism, fiber optic cable cut, storm, extreme
temperatures or other similar catastrophes; any law, order, regulation,
direction, action or request of the United States government, or of any
other government, including state and local governments having
jurisdiction over either of the parties, or of any department, agency,
commission, court, bureau, corporation or other instrumentality of any
one or more said governments, or of any civil or military authority;
national emergencies, insurrections, riots, wars, or strikes,
lock-outs, work stoppages or other labor difficulties; actions or
inactions of a third party provider or operator of facilities employed
in provision of the Facilities; or any other conditions or
circumstances beyond the reasonable control of BTI which impede or
affect the Facilities or the transmission of telecommunications
services.
10.2 If any failure of performance on the part of BTI described in Section
10.1 of this Agreement shall be: (A) for thirty (30) calendar days or
less, then this Agreement shall remain in effect, but affected Company
shall be relieved of their obligation to pay for that portion of the
Facilities affected for the period of such failure of performance; or
(B) for more than thirty (30) days, then the affected
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Company may terminate only that portion of any Service Order or Service
Orders related to the Facilities so affected, by written notice to BTI,
in accordance with Section 8.3 of this Agreement.
10.3 If the Facilities are unavailable to the Company as a result of any
events described in Section 10.1, the affected Company may be entitled
to an Outage Credit under Section 5 of the Service and Pricing Exhibit.
11. INDEMNIFICATION:
11.1 The Company shall severally indemnify and hold harmless BTI (and BTI's
affiliates, officers, directors and employees; hereafter, "BTI'S
AFFILIATES"), and any third party provider or operator of services
employed by BTI and/or BTI's Affiliates in the provision of the
Facilities, from and against, and shall reimburse BTI and/or BTI's
Affiliates for, any and all losses, liabilities, deficiencies, claims
and expenses (including, but not limited to, costs of defense and
reasonable attorneys' fees) incurred by BTI and/or BTI's Affiliates and
arising from or in connection with: (A) any breach of any covenant or
agreement of such Company contained in this Agreement; (B)any
misrepresentation or breach of any of the representations and
warranties of such Company contained in this Agreement; or (C) any
claims which may be asserted by parties other than such Company who
have use of or access to the Facilities through such Company.
11.2 In no event will either party hereto be liable to the other party for
any indirect, special, incidental or consequential losses or damages,
including without limitation, loss of revenue, loss of customers or
clients, loss of goodwill or loss of profits arising in any manner from
this Agreement and the performance or nonperformance of obligations
hereunder.
12. ASSIGNMENT:
12.1 Not withstanding the foregoing, Customer may assign or delegate its
obligations hereunder to any affiliate or subsidiary of Customer
without the prior written consent of BTI, but upon reasonable written
notice to BTI. Such assignment shall not relieve Customer of any
obligations or liabilities hereunder. This Agreement shall be binding
upon and inure to the benefit of Customer and its successors and
assigns.
13. TITLE:
13.1 The Company expressly disclaims any right, title, perpetual right of
use or any other interest in or to any equipment or property used or
supplied by BTI under this Agreement.
14. WARRANTIES AND LIMITATION OF LIABILITY:
14.1 BTI warrants that the Facilities shall be provided to the Company and
shall operate in accordance with prevailing telecommunications industry
standards (hereinafter the "TECHNICAL STANDARDS"). If BTI determines
that the Facilities are not being provided in accordance with the
Technical Standards (hereinafter, a "DEFECT" or "DEFECTS"), BTI shall
use reasonable efforts under the circumstances to conform the
Facilities to the Technical Standards.
14.2 THE WARRANTIES CONTAINED IN SECTION 14.1 OF THIS AGREEMENT ARE
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED
OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BTI HEREBY
SPECIFICALLY DISCLAIMS ANY LIABILITY TO THE COMPANY FOR INTERRUPTIONS
AFFECTING THE FACILITIES FURNISHED HEREUNDER WHICH ARE ATTRIBUTABLE TO
ANY COMPANY INTERCONNECTION FACILITIES ( AS DEFINED IN SECTION 1.4 OF
THE SERVICE AND PRICING EXHIBIT) OR TO ANY COMPANY EQUIPMENT FAILURES,
OR TO ANY COMPANY BREACH OF THIS AGREEMENT.
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14.3 IN NO EVENT SHALL BTI OR ANY OF ITS AFFILIATES BE LIABLE TO THE
COMPANY, OR ANY OF THEIR AFFILIATES OR EMPLOYEES OR TO ANY THIRD PARTY
FOR: (a) ANY LOSS OF PROFIT OR REVENUE, OR FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SIMILAR OR ADDITIONAL DAMAGES,
WHETHER INCURRED OR SUFFERED AS A RESULT OF UNAVAILABILITY OF
FACILITIES, PERFORMANCE, NON-PERFORMANCE, TERMINATION, BREACH OR OTHER
ACTION OR INACTION UNDER THIS AGREEMENT, OR FOR ANY OTHER REASON, EVEN
IF THE COMPANY ADVISES BTI OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE;
OR (b) FOR ANY OUTAGE OR INCORRECT OR DEFECTIVE TRANSMISSIONS, OR ANY
DIRECT OR INDIRECT CONSEQUENCES THEREOF, EXCEPT AS IS SPECIFICALLY
PROVIDED IN SECTION 5 OF THE SERVICE AND PRICING EXHIBIT REGARDING
OUTAGE CREDITS.
14.4 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY: (a) THE
COMPANY AGREES THAT THEIR SOLE REMEDY IN THE EVENT OF ANY BREACH OF THE
WARRANTIES DESCRIBED IN SECTION 14.1 OF THIS AGREEMENT SHALL BE THE
OUTAGE CREDITS DESCRIBED IN SECTION 5 OF THE SERVICE AND PRICING
EXHIBIT; AND, (b) IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF BTI TO
ANY COMPANY UNDER THIS AGREEMENT, INCLUDING ANY OUTAGE CREDITS, EXCEED
THE TOTAL PAYMENTS PAID BY THE COMPANY TO BTI HEREUNDER.
14.5 The Company acknowledges that BTI has no ability to independently test
or maintain Facilities between two off net cities. Consequently, if BTI
provides such Facilities, then notwithstanding anything in this
Agreement to the contrary, BTI's entire duty with respect to such
Facilities shall be to use its best efforts to test and maintain such
Facilities in accordance with BTI's Specifications.
15. NON-DISCLOSURE AND PUBLICITY:
15.1 The Company shall not disclose to any third party the terms and
conditions of this Agreement without the prior written consent of BTI.
Nor shall the Company use BTI's name in publicity or press releases
without obtaining BTI's prior written approval, which shall not be
unreasonably withheld.
16. USE OF FACILITIES:
16.1 BTI's obligation to provide the Facilities specified herein is
conditioned upon the Company not allowing the Facilities to be used for
any unlawful purpose; or in violation of any governmental regulations
or authorizations as outlined in Section 8 of this Agreement.
17. MISCELLANEOUS:
17.1 The Company shall execute such other documents, provide such
information and cooperate with BTI, all as may be reasonably required
by BTI in connection with providing the Facilities.
17.2 Neither this Agreement, nor the provision of Facilities hereunder,
shall create a partnership or joint venture between BTI, on the one
hand, and the Company on the other hand, or result in a joint
communications service offering to any third parties.
17.3 The failure of either party to give notice of default or to enforce or
insist upon compliance with any of the terms or conditions of this
Agreement shall not constitute a waiver of any term or condition of
this Agreement.
17.4 Subject to Section 16 of this Agreement, in the event suit is brought
or an attorney is retained by either party to enforce the terms of this
Agreement or to collect any moneys due hereunder or to collect money
damages for breach hereof, the prevailing party shall be entitled to
recover, in addition to any other remedy, reimbursement for reasonable
attorneys' fees, court costs, costs of investigation and other related
expenses incurred in connection therewith.
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17.5 The Company acknowledges that at least part of the Facilities are or
will be provided through a BTI "NETWORK MANAGEMENT CENTER" located in
Raleigh, North Carolina. Accordingly, this Agreement shall be governed
by the laws of the State of Delaware, with venue at Raleigh, NC.
17.6 No subsequent agreement concerning the Facilities or modification to
this Agreement shall be binding upon the parties unless it is made in
writing by an authorized representative of the Company, and an
authorized Representative of BTI Communications at its headquarters in
Raleigh, North Carolina.
17.7 If any part of any provision of this Agreement shall be invalid or
unenforceable under applicable law, said part shall be ineffective to
the extent of such invalidity only, without in any way affecting the
remaining parts of said provision or the remaining provisions of this
Agreement, the Company and BTI agrees to negotiate with respect to any
such invalid or unenforceable part to the extent necessary to render
such part valid and enforceable.
17.8 The terms and provisions contained in this Agreement that by their
sense and context are intended to survive the performance thereof by
the parties hereto shall survive the completion of performance and
termination of this Agreement, including, without limitation, the
making of any and all payments due hereunder.
17.9 Words having well-known technical or trade meanings shall be so
construed.
17.10 A) All notices, requests, demands and other communications required or
permitted hereunder shall be in writing and shall be given by: (I) hand
delivery; (II) first-class registered or certified mail with postage
prepaid; (III) overnight receipted courier service; or (IV)
telephonically confirmed facsimile transmission.
B) Such notice, when given, is to be addressed (I) if to BTI, then to
the party at the address below, and (II) if to the Company, then to the
person whose name and business address appears on Schedule 1 of this
lease, and (III) to such other address as may hereafter be designated
in writing by either party.
C) This Agreement requires BTI to give such notice to the Company. BTI
will promptly give such notice with a copy of BTI's notice to the
Company. Notices given in accordance with this Section 18.10 shall be
effective upon receipt or when receipt is refused.
All notices to BTI shall be addressed to: BTI Telecommunications Services
0000 Xxx Xxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Facsimile: (000) 000-0000 Phone: (000) 000-0000
Attn: Carrier Contracts Admin.
All notices to the Company shall be addressed to:
Knology Holdings Inc.
0000 X.X. Xxxxxxx Xxxxx
Facsimile:000-000-0000
Phone: 000-000-0000
Attn: General Counsel
The addresses set forth may be changed by appropriate notice to the
other party.
17.11 For the purposes of this Agreement, the term "party" shall be deemed to
include the Company, on the one hand, and BTI, on the other hand. The
Company shall be severally, and not jointly, liable for all of the
obligations under this Agreement of the said Company, as the case may
be.
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17.12 In order to facilitate execution, this Agreement (and Schedule 1
hereto) may be executed in as many counterparts as may be required. It
shall not be necessary that the signature of or on behalf of each party
appears on each counterpart, but it shall be sufficient that the
signature of or on behalf of each party appears on one or more of the
counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in any proof of this Agreement to
produce or account for more than a number of counterparts containing
the respective signatures of or on behalf of all of the parties.
17.13 This Agreement comprises the complete and exclusive statement of the
agreement of the parties concerning the subject matter hereof, and
supersedes all previous statements, representations, and agreements
concerning the subject matter hereof, except that, to the extent that
the Company is already leasing Facilities from BTI, or has orders
pending with BTI pursuant to the terms of a previously executed
agreement with BTI, the Rates and Facility Minimum Service Term of such
Facilities shall remain in effect as previously negotiated.
DATED as of the first date above written.
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(on behalf of itself and the Members set forth on Schedule 1)
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: V.P. General Counsel
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Date: 9-15-98
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BTI TELECOMMUNICATIONS SERVICES
By: /s/ R. Xxxxxxx Xxxxxxx
---------------------------------
Name: R. Xxxxxxx Xxxxxxx
Title: President and COO
Date: 9/25/98
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EXHIBITS
Exhibit A: Service and Pricing Exhibit to BTI Private Line Services
Agreement, consisting of seven (7) pages dated August 27th, l998 as well as the
following Schedules attached thereto:
Schedules to Exhibit A Pages
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"A-1" Circuit Listing 1
"A-2" Interval Guidelines 1
"A-3" Technical Specifications 4
"A-4" Ancillary Charges
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EXHIBIT A
T0
BTI TELECOMMUNICATIONS SERVICES
PRIVATE LINE SERVICES AGREEMENT
SERVICE AND PRICING EXHIBIT
This Service and Pricing Exhibit (this "SERVICE AND PRICING EXHIBIT") is made as
of August 27th,1998 by and between BTI, a North Carolina corporation ("BTI"),
and Knology Holdings Inc. ("the Company") acting on its own behalf, as
identified on Schedule 1 of the Agreement.
1. BTI SERVICES:
1.1 During the Term of the Agreement, BTI will provide to the Company the
Facility or Facilities requested by that Company in a Service Order
accepted by BTI.
1.2 Upon acceptance of a Service Order, BTI shall notify the Company of its
target date for the delivery of each Facility (the "ESTIMATED
AVAILABILITY DATE"). Any Estimated Availability Date given by BTI to
the Company shall be subject to BTI's standard and expedited interval
guidelines, as amended by BTI from time to time (the "INTERVAL
GUIDELINES"). A copy of BTI's current Interval Guidelines are attached
hereto as EXHIBIT A-2. BTI shall use reasonable efforts to install each
such Facility on or before the Estimated Availability Date, but the
inability of BTI to deliver a Facility by such date shall not be a
Default under this Agreement. If BTI fails to make any Facility
available within ninety (90) days after acceptance by BTI of the
Service Order with respect to such Facility (or such greater time as is
set forth in the Interval Guidelines), Company's sole remedy shall be
to cancel the Service Order which pertains to such Facility by ten (l0)
calendar days prior written notice to BTI, as is set forth in Section
8.3 of the Agreement.
1.3 At each end of the city pairs (the "City Pairs") on which the Company
orders Facilities, BTI shall provide appropriate equipment in its
terminal locations necessary to connect the Facilities to the Company's
Interconnection Facilities (as defined in Section 1.4 of this Service
and Pricing Exhibit). If the Company desires to install its own
equipment in one or more of BTI's terminals, and BTI, in its sole
discretion, agrees to such installation, the parties shall execute the
Collocation Agreement.
1.4 EACH COMPANY AGREES THAT ITS INTERCONNECTION FACILITIES SHALL CONNECT
TO THE FACILITIES PROVIDED BY BTI hereunder at the network interface
points located in the BTI terminals and defined in the Specifications
(as defined in Section 2.1 of this Service and Pricing Exhibit). As
used herein, the term "INTERCONNECTION FACILITIES" shall mean
transmission capacity provided by the Company or its third party
supplier to extend the Facilities provided by BTI from a BTI terminal
to any other location (e.g., a local access telephone service provided
by a local telephone company).
1.5 BTI shall use reasonable efforts to order Interconnection Facilities on
behalf of the Company from the Company's designated supplier, provided
that the Company furnishes BTI with an acceptable letter of agency. The
Company shall be billed directly by the supplier of such
Interconnection Facilities, and shall hold harmless and indemnify BTI
from any loss or liability incurred by BTI as a result of BTI's
ordering Interconnection Facilities from any third party. The Company
may, at its election, but subject to BTI's prior written approval,
order its own Interconnection Facilities. If any party other than BTI
provides Interconnection Facilities, then under availability,
incompatibility, delay in installation, or other impairment of
Interconnection Facilities shall not excuse the Company's obligation to
pay BTI all Rates or charges applicable to the Facilities, whether or
not such Facilities are useable by the Company.
2. START OF SERVICES:
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2.1 Start of service for each Facility (the "START OF SERVICE DATE") shall
begin on the date on which the Company accepts delivery of such
Facility. If the Company fails to give written notice that the Facility
is in material non-compliance with the applicable standard BTI network
specifications, as modified from time to time by BTI (the
"SPECIFICATIONS") within five (5) business days after notification to
the Company by BTI that the Facility is available. The Company shall be
deemed to have accepted such Facility, and the Start of Service Date
shall commence as of the fifth day following such notification by BTI.
Following notice by the Company of material non-compliance as set forth
above, BTI shall promptly take such reasonable action as is necessary
to correct any such non-compliance in the Facility and shall, upon
correction, notify the Company of a new Start of Service Date.
2.2 Notwithstanding anything in Section 2.1 of this Service and Pricing
Exhibit to the contrary, the Company may delay the Start of Service
Date for any Facility for up to thirty (30) days from BTI's Estimated
Availability Date by written notice to BTI at least seventy-two (72)
hours prior to any applicable Estimated Availability Date.
3. RATES:
3.1 BTI shall provide the Facilities at the rates (the "RATES") set forth
in this Section 3 (exclusive of all sales, use, commercial or other
taxes or license fees) and as shown on the CIRCUIT LISTING ATTACHED AS
SCHEDULE A-1 to this Service and Pricing Exhibit. The Rates for each
Facility also include certain Monthly Recurring and Non-Recurring
charges, all as defined in this Section 3. Finally, the Rates vary
depending on whether the Facilities are DS-1 or DS-3 or OC. The Rates
are as follows:
(A) DS-1 FACILITIES RATES FOR IXC:
(I) BASE IXC RATES: To be determined by BTI on a case-by-case
basis, subject to availability from BTI.
(B) DS-3 FACILITIES RATES FOR IXC:
(I) BASE IXC RATES: To be determined by BTI on a case-by-case
basis, subject to availability from BTI.
(II) DS-1 MONTHLY RECURRING CHARGES: Minimum charge per DS-1
per month: $[ ]
(C) OC FACILITIES RATES FOR IXC:
(I) BASE IXC RATES: To be determined by BTI on a case-by-case
basis, subject to availability from BTI.
(II) OC MONTHLY RECURRING CHARGES: Minimum charges per OC per
month:
FACILITY MINIMUM MRC
OC-3 $[ ]
OC-12 $[ ]
OC-48 $[ ]
(III) OC NON-RECURRING CHARGES:
Installation charge per OC for all services and equipment:
FACILITY MINIMUM MRC
OC-3 $[ ]
OC-12 $[ ]
OC-48 $[ ]
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(D) OTHER CHARGES: In addition to the foregoing Facilities Rates
for XX-0, XX-0 and OC Facilities for IXC, the Company shall
pay to BTI the following additional charges, applicable,
including any and all recurring charges imposed on BTI for the
handling of calls under this agreement:
(I) OTHER MONTHLY RECURRING CHARGES:
- Channel Bank:......................................each $[ ] per month
- DS-1 cross-connect charges:........................each $[ ] per month plus pass-through
charges
- DS-3 cross-connect charges:........................each $[ ]
- Cross-connect charges:.............................to another CAPS provider $[ ] each
- LTR charges:.......................................Charges incurred by LECs will be passed
through
(II) OTHER NON-RECURRING CHARGES:
- Expedited Order Charges:...........................$[ ] each
- DACs rearrangements:...............................each $[ ] per DS-1
- Channel Bank:......................................each $[ ] installation
- DS-1 cross-connect charges:........................each $[ ] installation plus any pass-
through charges
- Change of order cross-connect charges:.............$[ ] each DS-3, $[ ] each DS-1
- Pre-engineering cancellation cross-connect:........$[ ] each DS-3, $[ ] each DS-1
- Post-engineering cancellation of cross-connect:....$[ ] each DS-3, $[ ] each DS-1
3.2 BTI reserves the right, upon thirty (30) days prior written notice to
the Company, to modify any of Rates or charges described in this
Service and Pricing Exhibit applicable to any Facility or Facilities,
except that the Rates charged for Service Orders under contract prior
to the effective date of the Rate change will remain fixed for the
duration of the Facility Minimum Service Term (as defined below) for
each such Facility. Upon receipt of written notice of such election,
the Company may terminate the portion or portions of any pending
Service Orders affected by the increase, or the portion or portions of
any Service Order or Service Orders which pertain to an existing
Facility or Facilities for which the Facility Minimum Service Term has
expired, by delivering written notice of termination to BTI within ten
(10) days of the date of the written notice increase. If written notice
of termination from the Company is not received within such ten (10)
day period, the Company will be deemed to have consented to the
increase.
4. FACILITY MINIMUM SERVICE TERM:
4.1 The Company acknowledges that the Rates and charges described in
Section 3 of this Service and Pricing Exhibit are based on the
commitment of the Company to utilize the Facilities that it orders for
a specified minimum period of time. Therefore, notwithstanding anything
in this Agreement to the contrary, The Company shall be severally
liable for and shall pay to BTI all Rates, fees and charges which
accrue under this Agreement for each Facility that it orders for the
entire Facility Minimum Service Term (as defined in Section 4.2 of this
Service and Pricing Exhibit) applicable to each such Facility,
regardless of whether or not the Company utilizes all or any part of
such Facility during all or any part of the Facility Minimum Service
Term applicable to such Facility, except as is set forth in Section 4.3
of this Service and Pricing Exhibit.
4.2 THE "FACILITY MINIMUM SERVICE TERM" for each Facility, is defined as
follows:
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(a) Twelve (12) months from Start of Service Date for DS-1 Facilities.
(b) Twelve (12) months from Start of Service Date for DS-3 Facilities.
(c) Thirty-six (36) months from Start of Service Date for OC-3 and
above Facilities.
4.3 Notwithstanding anything in this Agreement to the contrary, the
Company's obligation to pay all Rates, fees and charges which accrue
under this Agreement for each Facility for the entire Facility Minimum
Service Term applicable to each such Facility shall terminate, as each
such Facility, if this Agreement is terminated during the Minimum
Service Term which pertains to each such Facility: (a) by the Company,
pursuant to Sections 8.1(b)(i) or 8.1 (b)(ii) of the Agreement,
following a BTI Default or an increase in prices; or (b) by BTI,
pursuant to Section 8.2(b)(ii) of the Agreement, if termination by BTI
during the Minimum Service Term as to the Facility occurs other than
because of a Company Default, or 8.2(c) of the Agreement, if BTI
terminates this Agreement because BTI loses any required permits. UPON
TERMINATION OF A COMPANY'S FACILITIES FOR ANY OTHER REASON, THE TOTAL
OF ALL CHARGES REFERRED TO IN THIS SECTION 4 SHALL BE AT ONCE DUE AND
PAYABLE, REGARDLESS OF WHETHER OR NOT ALL OF THE FACILITIES' MINIMUM
SERVICE TERMS HAVE EXPIRED, AND MAY BE COLLECTED BY BTI FROM THE
COMPANY AS A SINGLE AMOUNT.
5. OUTAGE CREDITS:
5.1 The Company acknowledges the possibilities of an unscheduled,
continuous and/or interrupted period of time when a Facility or
Facilities are "UNAVAILABLE" (as defined in the Specifications)
(hereafter an "Outage"). In the event of an Outage, the affected
Company shall be entitled to a credit (the "OUTAGE CREDIT") determined
according to the following formula:
OUTAGE CREDIT = HOURS OF OUTAGE - [ ] X [
------------------------- ]
[ ] HOURS
5.2 The Outage Credit shall apply to the charges for the total mileage
between end terminals of any Facility affected by an Outage; provided,
however, that if any portion of the affected Facility remains
beneficially used or useable by the affected Company between any
intermediate terminals (where the Company has installed drop and insert
capability) or end terminals, the Outage Credit shall not apply to that
pro-rata portion of the mileage. The length of each Outage shall be
calculated in hours and shall include fractional portions thereof An
Outage shall be deemed to have commenced upon verifiable notification
thereof by the Company to BTI, or, when indicated by network control
information actually known to BTI network personnel, whichever is
earlier. Each Outage shall be deemed to terminate upon restoration of
the affected Facility as evidenced by appropriate network tests by BTI.
BTI shall give notice to the Company of any scheduled outage as early
as is practicable, and a scheduled outage shall under no circumstance
be viewed as an Outage hereunder.
5.3 Outage Credits shall not be granted if the malfunction of any
end-to-end circuit is due to an Outage or other Defect occurring in the
Company's Interconnection Facilities.
5.4 All Outage Credits shall be credited on the next monthly invoice for
the affected Facility after receipt of a Company's request for credit.
The total of all Outage Credits applicable to or accruing in any given
month shall not exceed the amount payable by the Company to BTI for
that same month for such Facility.
5.5 The Outage Credit described in this Section 5 of this Service and
Pricing Exhibit shall be the sole and exclusive remedy of the Company
in the event of any Outage, and under no circumstance shall an outage
be deemed a BTI Default under this Agreement.
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6. TERMINATION CHARGES
6.1 Termination charges will apply once circuit has been accepted by
customer.
6.2 In the event of termination before the end of this Schedule, Purchaser
is responsible for full payment of the contract commitment within
thirty (30) days of termination unless otherwise provided in the Master
Agreement for Optical Fiber Transmission Capacity dated August 27th,
1998 between the parties.
DATED as of the first date above written.
-----------------------------------------------
(on behalf of itself and the Company set forth on Schedule 1)
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
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Title: V.P. General Counsel
---------------------------------
Date: 9-15-98
----------------------------------
BTI TELECOMMUNICATIONS SERVICES:
By: /s/ R. Xxxxxxx Xxxxxxx
------------------------------------
Name: R. Xxxxxxx Xxxxxxx
Title: President, COO
Date: 9/25/98
----------------------------------
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SCHEDULE A-1
KEY PRICING TERMS:
Subject to the restrictions stated below*, BTI will provide Private Line
Facilities to Knology (the Company) as follows:
DS-1:
On-Net DS-1 Facilities will be provided at $[ ] per DS-O Mile.
Off-Net DS-1 Facilities will be provided at $[ ] per DS-O Mile.
DS-3 FACILITIES:
On-Net DS-3 Facilities will be provided at $[ ] per DS-O Mile.
Off-Net DS-3 Facilities will be provided at $[ ] per DS-O Mile.
OC-3 FACILITIES AND ABOVE:
OC-3 Facilities and above will be priced and provided on an Individual Case
Basis ("ICB").
*RESTRICTIONS:
- All price quotes are for Facilities provided on the BTI Owned Fiber Optic
Network only ("On-Net" Facilities).
- Buyer must order its own local access facilities.
- All orders are subject to BTI network availability.
- Orders not conforming to these terms will be considered on an ICB only, and
may not be filled at the prices quoted in these proposal.
ON-NET CITY PAIRS:
NEW YORK, NY GREENVILLE, SC
NEWARK, NJ COLUMBIA, SC
PHILADELPHIA, PA NASHVILLE, TN
WASHINGTON, DC ATLANTA, GA
RICHMOND, VA FT. LAUDERDALE, FL
NORFOLK, VA JACKSONVILLE, NC
GREENVILLE, NC LAKE CITY, FL
ROCKY MOUNT, NC MIAMI, FL
RALEIGH, NC ORLANDO, FL
GREENSBORO, NC TAMPA, FL
CHARLOTTE, NC
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SCHEDULE A-2 EXHIBIT A
STANDARD & EXPEDITE INTERVAL GUIDELINES
These are the standard order intervals for domestic services on BTI owned Fiber
Optic Network ("On-Net" services). If you have any questions regarding the
interval process, please contact your Sales Director.
TOTAL SERVICE INTERVAL IN
CALENDAR DAYS
SERVICE TYPE STANDARD EXPEDITE
------------ -------- --------
OPTICAL:
POP TO POP (OC-3) 28 ICB
POP TO POP (ALL OTHERS) ICB ICB
LOA PROVIDER ICB ICB
LEC TO LEC ICB ICB
CAP TO CAP ICB ICB
CAP TO LEC ICB ICB
CROSS CONNECTS ICB ICB
DS-3
POP TO POP 15 ICB
LOA PROVIDED 15 ICB
LEC TO LEC 22 ICB
CAP TO CAP 22 ICB
CAP TO LEC 22 ICB
CROSS CONNECTS 8 ICB
DS-1
POP TO POP 12 ICB
LOA PROVIDED 12 ICB
LEC TO LEC 20 ICB
CAP TO CAP 20 ICB
CAP TO LEC 20 ICB
CROSS CONNECTS 8 ICB
All intervals are subject to network capacity and LEC facility availability.
Should Off-Net capacity be required, intervals will be determined on an ICB
basis. BTI does not guarantee Off-Net capacity and performance.
"ICB" means "Individual Case Basis"
"POP TO POP" means BTI controls CFA
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SCHEDULE A-3 TO EXHIBIT A
TO
BTI COMMUNICATIONS PRIVATE LINE SERVICE AGREEMENT
TECHNICAL SPECIFICATIONS
1. INTERCONNECT SPECIFICATIONS:
1.1 The customer interconnection point of DS-1 & DS-3 signals at the BTI
(SPT) location will be at an industry standard (DSX-1) & (DSX-3)
digital cross-connect panels and will be referred to as BTI Network
Interface in this document.
1.2 The DS-1 & DS-3 signals terminating at the BTI digital cross-connect
panels will meet the electrical specifications as defined in AT&T
Compatibility Bulletin (CB) Xx. 000, Xxxxx 0, Xxxxxxx, 0000.
1.3 The BTI Digital Network will be compatible with the Xxxx System
hierarchical clock synchronization methods and stratum levels as
described in Bellcore Technical Advisory (GR436-Core).
1.4 The Company equipment must also meet the interconnect specifications
listed above and shall comply with jitter requirements of AT&T
Technical Reference PUB 63411.
2. PERFORMANCE OBJECTIVES:
2.1 XX-0, XX-0, XX-0, OC-12, OC-48, OC-3c, OC-12c, and OC-48c circuit
performance will be measured using two parameters: Availability and
Error-Free Seconds.
The following assumptions apply to the derived data:
- The circuits originate and terminate on the SONET OC-48 backbone
- High speed protection switching: 1 for N, where N=2
- MTTR for SONET equipment: [ ] hours
- MTTR for fiber optic cable: [ ] hours
- Cable cut rate: [ ]/year/1,000 sheath miles (Bellcore Standard)
2.2 Availability is a measure of the relative amount of time during which
the circuit is available for use. According to CCITT and ANSI
definitions, unavailability begins when the Bit Error Ratio (BER) in
each second is worse than [ ] for a period of 10 consecutive
seconds.
Inter Office Channel (IOC) : An Inter Office Channel refers to the BTI
Communications network between the points of presence (POP).
OPTICAL CARRIER LEVEL 1 (OC-1): The optical signal that results from an
optical conversion of an electrical STS-1 signal (51.840 Mb/s). This
signal forms the basis of the interface.
OC-3: Optical Carrier level 3 signal operation at [ ] Mb/s.
OC-12: Optical Carrier level 12 signal transmitting at [ ] Mb/s.
OC-48: Optical Carrier level 48 signal transmitting at [ ] Mb/s.
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POINT OF PRESENCE (POP): A physical location where a long distance
carrier terminates lines before connecting to the local exchange
carrier, another carrier, or directly to a customer.
2.3 The availability objective for all circuits between BTI Network
Interface points specified above is to provide performance levels over
a 12 month period as follows:
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V&H XXXXX XX0, XX0, XX-0, XX-00, XX-00, X-0X,
XX-00X, AND OC-48C
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0-2500 [ ]%
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2501-4000 [ ]%
--------------------------------------------------------------
This excludes any customer provided access links to the BTI digital
network.
2.4 Outages attributable to incidental damage to or severage of outside
fiber optic cable plant, scheduled maintenance is excluded from the
performance objective stated above.
2.5 Error-Free Seconds (EFS) and Error Seconds (ES) are the primary measure
of error performance. An Error-Free Second is defined as any second in
which no bit errors are received. Conversely, an Error Second is any
second in which one or more bit errors are received.
3. SONET: Synchronous Optical Network is a family of optical transmission
rates and interface standards allowing internetworking of products from
different vendors. Base optical rate is Mb/s. Higher rates are direct
multiples.
SONET TRANSPORT: Facilities associated with carrying OC-1 or higher
level signals.
SYNCHRONOUS TRANSPORT SIGNAL LEVEL 1 (STS-1): The basic logical
building block electrical signal
SYNCHRONOUS TRANSPORT SIGNAL LEVEL N (STS-N): This electrical signal is
obtained by byte interleaving N STS-1 signals together. The rate of the
STS-N is N times 51.840 Mb/s.
TERMINATING MULTIPLEX (TM): Provides the multiplex functions for
multiplexing and demultiplexing between the DS1 or higher signal level
and the SONET OC-N level.
ACCEPTANCE CRITERIA: The acceptance criteria for DS-1 circuits between
BTI Network Interface points is to provide the performance levels shown
below during a 24 hour test period. The acceptance criteria for DS-3
circuits and above between BTI Network Interface points is to provide
the performance levels shown below during a 72 hour test period. The
test period may be modified with the affected Company's consent if
necessary. Access connections to customer location will be tested in
accordance with Xxxx Publication 62508.
- The tables below are based on BTI owned fiber optic
network only and on the Bellcore Specifications of the
SONET delivery of XX-0, XX-0, OC-3, OC-12, OC-48, OC-3c,
OC-12c, and OC-48c directly off the SONET Backbone.
- If the XX-0, XX-0, OC-3, OC-12, OC-48, OC-3c, OC-12c, and
OC-48c service is delivered at the STS1 level then the
general performance objectives fall into the industry
standard.
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XX-0, XX-0
The table below defines the general performance objectives for DS1 service
operating at 1.544 Mb/s, and the general performance objectives for DS-1 service
operating at 1.544 Mb/s, and the general performance objectives for DS-3 service
operating at 45 Mb/s.
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V&H MILES EFS BER
--------------------------------------------------------
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0-250 [ ]% [ ]
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251-500 [ ]% [ ]
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01-1000 [ ]% [ ]
--------------------------------------------------------
001-1500 [ ]% [ ]
--------------------------------------------------------
1501-2000 [ ]% [ ]
--------------------------------------------------------
2001-2500 [ ]% [ ]
--------------------------------------------------------
2501-3000 [ ]% [ ]
--------------------------------------------------------
3001-3500 [ ]% [ ]
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3501-4000 [ ]% [ ]
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OC-3, 12, 48; OC-3C, 12C, 48C
The table below defines the general performance objectives for XX-0, 00, 00,
XX-0x, 00x, 00x.
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V&H MILES EFS BER
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0-250 [ ]% [ ]
--------------------------------------------------------
251-500 [ ]% [ ]
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501-1000 [ ]% [ ]
--------------------------------------------------------
1001-1500 [ ]% [ ]
--------------------------------------------------------
1501-2000 [ ]% [ ]
--------------------------------------------------------
2001-2500 [ ]% [ ]
--------------------------------------------------------
2501-3000 [ ]% [ ]
--------------------------------------------------------
3001-3500 [ ]% [ ]
--------------------------------------------------------
3501-4000 [ ]% [ ]
--------------------------------------------------------
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