Exhibit 10.44

 
	
  

 	
  

 
	
 Jeffrey
 A. Masoner 

 	
 

 
	
 Vice
 President – Interconnection Services Policy & Planning 

 


Network Services

2107 Wilson Blvd., 11th Floor 

Arlington, VA 22201 


Phone 703/974-4610 

Fax 703/974-0314 

jeffrey.a.masoner@verizon.com 


August 17,
2001 


Douglas S.
Denny-Brown

General Counsel 

RNK Telecom 

333 Elm St.

Dedham, MA 02026 


Re:  Requested
Adoption Under Section 252(i) of the TA96 


Dear Mr.
Denny-Brown: 


Verizon New
England Inc., d/b/a Verizon Rhode Island, f/k/a New England Telephone and
Telegraph Company, d/b/a Bell Atlantic – Rhode Island (“Verizon”), has received
your letter stating that, under Section 252(i) of the Telecommunications Act of
1996 (the “Act”), RNK, Inc. d/b/a RNK Telecom (“RNK”) wishes to adopt certain
terms of the arbitrated Interconnection Agreement between Cox Communications,
d/b/a Cox Rhode Island Telecomm II (“Cox”) and Verizon that was approved by the
Rhode Island Public Utilities Commission (the “Commission”) as an effective
agreement in the State of Rhode Island in Docket No. 2614, as such agreement
exists on the date hereof after giving effect to operation of law. RNK wishes
to adopt the following provisions of the Cox agreement and associated
schedules: 


4.0
INTERCONNECTION AND PHYSICAL ARCHITECTURE 


5.0
TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC (PURSUANT TO
SECTION 251(c)(2)) AND COMPENSABLE INTERNET TRAFFIC 


6.0
TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT TO 251(c)(2) 


7.0 TRANSPORT
AND TERMINATION OF OTHER TYPES OF TRAFFIC 


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8.0 JOINT
NETWORK IMPLEMENTATION AND GROOMING PROCESS; INSTALLATION, MAINTENANCE, TESTING
AND REPAIR 


17.0 DATABASES
AND SIGNALING 


19.0 DIRECTORY
SERVICES ARRANGEMENTS 


(The
provisions of the Cox agreement specified above, and associated schedules,
shall hereinafter be referred to as the “Cox Agreement Terms”). I understand
RNK has a copy of the Cox Agreement Terms. Verizon’s pricing schedule for
interconnection agreements in Rhode Island (as such schedule may be amended
from time to time) (attached as Exhibit A hereto) shall apply to RNK’s adoption
of the Cox Agreement Terms. Please note the following with respect to RNK’s
adoption of the Cox Agreement Terms. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 By RNK’s
 countersignature on this letter, RNK hereby represents and agrees to the
 following three points:

 
	
  

 	
  

 
	
  

 	
 (A)

 	
 RNK adopts
 (and agrees to be bound by) the Cox Agreement Terms of the Cox/Verizon
 arbitrated agreement for interconnection as it is in effect on the date
 hereof after giving effect to operation of law, and in applying the Cox
 Agreement Terms, agrees that RNK shall be substituted in place of Cox
 Communications, Cox Rhode Island Telecomm II and Cox in the Cox Agreement
 Terms wherever appropriate.

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 Notice to
 RNK and Verizon as may be required under the Cox Agreement Terms shall be
 provided as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 To:

 	
 Attention:
 General Counsel

 
	
  

 	
  

 	
  

 	
  

 	
 RNK Telecom 

 
	
  

 	
  

 	
  

 	
  

 	
 333 Elm St. 

 
	
  

 	
  

 	
  

 	
  

 	
 Dedham, MA
 02026 

 
	
  

 	
  

 	
  

 	
  

 	
 Telephone
 number: 781-613-6103 

 
	
  

 	
  

 	
  

 	
  

 	
 FAX number:
 781-297-9836 

 
	
  

 	
  

 	
 To Verizon:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Director-Contract
 Performance & Administration

 
	
  

 	
  

 	
  

 	
  

 	
 Verizon
 Wholesale Markets 

 
	
  

 	
  

 	
  

 	
  

 	
 600 Hidden
 Ridge

 
	
  

 	
  

 	
  

 	
  

 	
 HQEWMNOTICES

 
	
  

 	
  

 	
  

 	
  

 	
 Irving, TX
 75038

 
	
  

 	
  

 	
  

 	
  

 	
 Telephone
 Number: 972-718-5988

 
	
  

 	
  

 	
  

 	
  

 	
 Facsimile
 Number: 972-719-1519

 
	
  

 	
  

 	
  

 	
  

 	
 Internet
 Address: wmnotices@verizon.com 

 


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 with a copy
 to:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Vice
 President and Associate General Counsel

 
	
  

 	
  

 	
  

 	
  

 	
 Verizon
 Wholesale Markets

 
	
  

 	
  

 	
  

 	
  

 	
 1320 N.
 Court House Road

 
	
  

 	
  

 	
  

 	
  

 	
 8th Floor

 
	
  

 	
  

 	
  

 	
  

 	
 Arlington,
 VA 22201

 
	
  

 	
  

 	
  

 	
  

 	
 Facsimile:
 703/974-0744 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 RNK
 represents and warrants that it is a certified provider of local
 telecommunications service in the State of Rhode Island, and that its
 adoption of the Cox Agreement Terms will cover services in the State of Rhode
 Island only.

 
	
  

 	
  

 	
  

 
	
 2.

 	
 RNK’s
 adoption of the arbitrated Cox Agreement Terms shall become effective as of
 August 30, 2001. The Parties understand and agree that Verizon will file this
 adoption letter with the Commission promptly upon my receipt of a copy of
 this letter, countersigned by RNK as to points (A), (B), and (C) of paragraph
 1 above. Please note that the Cox/Verizon arbitrated agreement is currently
 scheduled to terminate on February 4, 2002.

 
	
  

 	
  

 	
  

 
	
 3.

 	
 As the Cox
 Agreement Terms are being adopted by you pursuant to your statutory rights
 under section 252(i), Verizon does not provide the Cox Agreement Terms to you
 as either a voluntary or negotiated agreement. The filing and performance by
 Verizon of the Cox Agreement Terms does not in any way constitute a waiver by
 Verizon of any position as to the Cox Agreement Terms or a portion thereof,
 nor does it constitute a waiver by Verizon of all rights and remedies it may
 have to seek review of the Cox Agreement Terms, or to petition the
 Commission, other administrative body, or court for reconsideration or
 reversal of any determination made by the Commission pursuant to arbitration
 in Docket No. 2614, or to seek review in any way of any provisions included
 in these Cox Agreement Terms as a result of RNK’s 252(i) election.

 
	
  

 	
  

 	
  

 
	
 4.

 	
 On January
 25, 1999, the Supreme Court of the United States (“Court”) issued its
 decision on the appeals of the Eighth Circuit’s decision in Iowa Utilities Board. Specifically, the
 Supreme Court modified several of the FCC’s and the Eighth Circuit’s rulings
 regarding unbundled network elements and pricing requirements under the Act. AT&T Corp. v. Iowa Utilities Board,
 119 S. Ct. 721 (1999). Certain provisions of the Cox Agreement Terms may be
 void or unenforceable as a result of the Court’s decision of January 25,
 1999, the United States Eighth Circuit Court of Appeals’ decision in Docket
 No. 96-3321 regarding the FCC’s pricing rules, and the current appeal before
 the U.S. Supreme Court regarding the FCC’s new UNE rules. Moreover, nothing
 herein shall be construed as or is intended to be a concession or admission
 by Verizon that any contractual provision required by the Commission in
 Docket No. 2614 (the Cox arbitration) or any provision in the Cox Agreement
 Terms complies with the rights and duties imposed by the Act, the decisions
 of the FCC and the Commissions, the decisions of the courts, or other

 


3









	
  

 	
  

 	
  

 
	
  

 	
 law, and
 Verizon expressly reserves its full right to assert and pursue claims arising
 from or related to the Cox Agreement Terms.

 
	
  

 	
  

 
	
 5.

 	
 Verizon
 reserves the right to deny RNK’s adoption and/or application of the Cox
 Agreement Terms, in whole or in part, at any time: 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 when the
 costs of providing the Cox Agreement Terms to RNK are greater than the costs
 of providing them to Cox;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 if the
 provision of the Cox Agreement Terms to RNK is not technically feasible;
 and/or

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 to the
 extent that Verizon otherwise is not required to make the Cox Agreement Terms
 available to RNK under applicable law. 

 
	
  

 	
  

 	
  

 
	
 6.

 	
 For
 avoidance of doubt, please note that adoption of the Cox Agreement Terms will
 not result in reciprocal compensation payments for Internet traffic. Verizon
 has always taken the position that reciprocal compensation was not due to be
 paid for Internet traffic under section 251(b)(5) of the Act. Verizon’s
 position that reciprocal compensation is not to be paid for Internet traffic
 was confirmed by the FCC in the Order on Remand and Report and Order adopted
 on April 18, 2001 (“FCC Remand Order”),
 which held that Internet traffic constitutes “information access” outside the
 scope of the reciprocal compensation obligations set forth in section
 251(b)(5) of the Act.1 Accordingly, any compensation to be paid
 for Internet traffic will be handled pursuant to the terms of the FCC Remand Order, not pursuant to
 adoption of the Cox Agreement Terms. 2 Moreover, in light of the FCC Remand Order, even if the Cox
 Agreement Terms include provisions invoking an intercarrier compensation
 mechanism for Internet traffic, any reasonable amount of time permitted for
 adopting such provisions has expired under the FCC’s rules implementing
 section 252(i) of the Act. 3

 
	
  

 	
  

 
	
 7.

 	
 Should RNK
 attempt to apply the Cox Agreement Terms in a manner that conflicts with
 paragraphs 3-6 above, Verizon reserves its rights to seek appropriate legal
 and/or equitable relief. 

 
	
  

 	
  

 
	
 8.

 	
 In the event
 that a voluntary or involuntary petition has been or is in the future filed
 against RNK under bankruptcy or insolvency laws, or any law relating to the
 relief of debtors, readjustment of indebtedness, debtor reorganization or
 composition or extension of debt (any such proceeding, an “Insolvency
 Proceeding”), then: (i) all rights of Verizon under such laws, including,
 without limitation, all rights of Verizon under 11 U.S.C. § 366, shall be
 preserved, and 

 






	
  

 	
  

 
	

 


 	
  

 
	
 1 Order on
 Remand and Report and Order, In the Matters of: Implementation of the Local
 Competition Provisions in the Telecommunications Act of 1996 and Intercarrier
 Compensation for ISP-Bound Traffic, CC Docket No. 99-68 (rel. April 27, 2001)
 ¶44. 

 
	
  

 
	
 2 For your
 convenience, an industry letter distributed by Verizon explaining its plans
 to implement the FCC Remand Order
 can be viewed at Verizon’s Customer Support Website at URL www.verizon.com/wise
 (select Verizon East Customer Support, Resources, Industry Letters, CLEC). 

 
	
  

 
	
 3 See, e.g.,
 47 C.F.R. Section 51.809(c).

 


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RNK’s adoption
of the Cox Agreement Terms shall in no way impair such rights of Verizon; and
(ii) all rights of RNK resulting from RNK’s adoption of the Verizon terms shall
be subject to and modified by any Stipulations and Orders entered in the
Insolvency Proceeding, including, without limitation, any Stipulation or Order
providing adequate assurance of payment to Verizon pursuant to 11 U.S.C. § 366.



5





Please arrange
for a duly authorized representative of RNK to sign this letter in the space
provided below and return it to the undersigned. 


Sincerely, 


VERIZON NEW
ENGLAND INC., D/B/A VERIZON RHODE ISLAND 


By: /s/
Jeffrey A. Masoner

Jeffrey A. Masoner 

Vice President – Interconnection Services Policy & Planning 


Reviewed and
countersigned as to points A, B, and C of paragraph 1: 


RNK TELECOM 


By: /s/
Richard N. Koch

Richard N. Koch

President 


	
  

 	
  

 
	
 c:

 	
 Stephen
 Hughes – Verizon 

 






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