Exhibit 10.38


INTERCONNECTION
AGREEMENT


This
Landline/CMRS Compensation Agreement (the “Agreement”) is made on December 1,
2006 (“Effective Date”) by and between T-Mobile USA, Inc. (hereafter
“T-Mobile”), a Delaware Corporation with offices at 12920 SE 38th Street,
Bellevue, WA 98006, and RNK, Inc. d/b/a RNK Telecom (hereafter “LEC”), a
Massachusetts corporation with offices at 333 Elm Street, Suite 310 Dedham, MA
02054. This Agreement is a national agreement covering services offered by the
Parties throughout the United States.


WHEREAS,
T-Mobile is authorized by the Federal Communications Commission (“FCC”) to
provide Commercial Mobile Radio Service (“CMRS”) and provides such service to
its end user customers; and,


WHEREAS, LEC
is a registered or certified facilities-based provider of local exchange
service in various States; and,


WHEREAS, the
mutual exchange and termination of traffic originating on each Party’s network
is necessary and desirable; and


WHEREAS, the
Parties desire to exchange such traffic and related signaling in a technically
and economically efficient manner; and


WHEREAS, the
Parties wish to establish a compensation arrangement that compensates each
other for terminating local telecommunications traffic that originates on the
other Party’s network.


NOW,
THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and pursuant to the provisions of Sections 251-52 of the
Act, T-Mobile and LEC hereby covenant and agree as follows:


ARTICLE I:
DEFINITIONS


1. General
Definitions. 


          Except
as otherwise specified herein, the following definitions shall apply to all
Articles contained in this Agreement. Additional definitions that are specific
to the matters covered in a particular Article may appear in that Article. Any
term used in this Agreement that is not specifically defined herein shall have
the definitions assigned to it (if any) in the Act. Any term used in this
Agreement that is not defined herein or in the Act shall be interpreted in
light of its ordinary meaning and usage, including any special 


Page 1 of 19

* WE HAVE REQUESTED
      CONFIDENTIAL TREATMENT OF CERTAIN PROVISIONS CONTAINED IN THIS EXHIBIT.
      THE COPY FILED AS AN EXHIBIT OMITS THE INFORMATION SUBJECT TO THE CONFIDENTIALITY
REQUEST.*




or technical
meaning or usage that such term may have within the telecommunications
industry.


1.1. “Access
Charges” are charges by an exchange service provider that originates or
terminates a switched telecommunication which is not Local Telecommunications
Traffic as defined below. 


          1.2.
“Act” means the Communications Act of 1934 (47 U.S.C. 151 et. seq.), as amended
by the Telecommunications Act of 1996, and as from time to time interpreted in
the duly authorized rules and regulations of the FCC.


          1.3.
An “Affiliate” of a Party means a person, corporation or other legal
entity that, directly or indirectly, owns or controls a Party, or is owned or
controlled by, or is under common ownership or control with a Party. For
purposes of this definition, the term “own” means to have an equity interest
(or the equivalent thereof) of equal to or more than 10 percent. 


	
  

 	
  

 
	
  

 	
 1.4. “Telcordia
 Technologies” (“Telcordia”) formerly known as Bellcore means the
 organization formerly owned jointly by the Bell regional holding companies
 and now owned by Science Applications International Corp. (SAIC), and that
 conducts research and development projects, including development of new
 telecommunications services. Telcordia also provides certain centralized
 technical and management services for the regional holding companies and also
 provides generic requirements for the telecommunications industry for
 products, services and technologies.

 
	
  

 	
  

 
	
  

 	
 1.5. “Business
 Day” shall mean any day from Monday through Friday, except for holidays
 on which the U.S. mail is not delivered.

 



          1.1.
“Commercial Mobile Radio Service” (“CMRS”) is as defined at 47 C.F.R. §
20.3.


          1.2.
“Effective Date” is the date the obligations under this Agreement become
operative. 


          1.3.
“End Office Switch” or “End Office” means the telephone company
switch to which a telephone subscriber is connected and which actually delivers
dial tone to that subscriber and also establishes line to line, line to trunk,
and trunk to line connections.


          1.4.
“Exchange Service” refers to all basic access line services, or any
other services offered to end users that provide end users with a telephonic
connection to, and a unique telephone number address on, the public switched
telecommunications network (“PSTN”), and that enables such end users to
place or receive calls to all other stations on the PSTN.


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          1.5.
“FCC” means Federal Communications Commission.


          1.6.
“Interconnection Facilities” are the facilities or combination of
facilities, circuits, service arrangements, trunks, and trunk groups used to
deliver Local Telecommunications Traffic (as defined herein) between the LEC
switch or other POC and the T-Mobile MSC or other POC.


          1.7.
“InterMTA Traffic” is that non-Local Telecommunications Traffic, which
originates in one Major Trading Area (“MTA”), as defined in 47 C.F.R. §
24.202(a), and terminates in another MTA. 


          1.8.
“IXC” or “Interexchange Carrier” means a telecommunications
service provider authorized by the FCC to provide interstate long distance
communications services between LATAs and by the State Commission to provide
intrastate long distance communications services.


          1.9.
“Local Exchange Carrier” or “LEC” means any company certificated
or registered by the State Commission to provide local exchange
telecommunications service.


          1.10.
“Local Exchange Routing Guide” or “LERG” means the Telcordia
reference customarily used to identify NPA-NXX routing and rating information. 


          1.11.
“Local Telecommunications Traffic” or “IntraMTA Traffic” means for the
purposes of determining compensation under this Agreement means
telecommunications traffic originated and terminated between a LEC’s end user
or subscriber and T-Mobile’s end user or subscriber that, at the beginning of
the call, originates and terminates within the same Major Trading Area (“MTA”),
as defined in § 47 CFR 24.202(a). The origination point and the
termination point on LEC’s network shall be the End Office serving the calling
or called party. The origination point and the termination point on T-Mobile’s
network shall be the cell site that services the calling or called party at the
beginning of the call.


          1.12.
“Major Trading Area” or “MTA” means the service areas based on
the Rand McNally 1992 Commercial Atlas & Marketing Guide, 123rd
edition, at pages 38-39. (47 C.F.R. § 24.202(a)).


          1.13.
“Meet Point Billing” means those billing arrangements for jointly
provided access or interconnection facilities and or other carrier
Interconnection Facilities where one end of the service is in one exchange telephone
company operating territory, and the other end of the service is in another
exchange telephone company operating territory. When an access service is
provided by more than one telephone company, the telephone companies involved
will mutually agree upon one of the industry standard billing methods. 


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          1.14.
A “Mobile Switching Center” or “MSC” is a switching facility on a
CMRS network that performs the switching for the routing of calls between and
among its mobile subscribers and subscribers in other mobile or landline
networks. The MSC is used to interconnect trunk circuits between and among End
Office Switches and Tandem Switches, aggregation points, points of termination,
or points of presence and also coordinates inter-cell and inter-system call
hand-offs and records all system traffic for analysis and billing.


          1.15.
“North American Numbering Plan” and “NANP” mean the system of
telephone numbering employed in the United States, Canada, and the Caribbean
countries that employ NPA 809.


          1.16.
“Point of Connection” and “POC” mean the point or points at which
the Parties’ networks physically interconnect.


          1.17.
“Rate Center” means the specific geographic point and corresponding
geographic area that are associated with each particular NPA-NXX Code that has
been assigned to a Party for its provision of telecommunications services. Such
geographic point is identified by a specific V&H coordinate that is used by
LEC to rate, jurisdictionalize, and/or calculate distance-sensitive charges for
end user traffic to/from the particular NPA-NXXs associated with the specific
Rate Center.


          1.18.
“Reciprocal Compensation” means a compensation arrangement between two
carriers in which each of the two carriers receives compensation from the other
carrier for the Transport and Termination on each carrier’s network facilities
of Local Telecommunications Traffic that originates on the network facilities
of the other carrier, and as required by Section 251b(5) of the Act and
implementing regulations.


          1.19.
“Routing Point” means a location that a Party has designated as the
homing (routing) point for traffic that terminates to units identified by a
certain NPA-NXX designation. The Routing Point is used to calculate airline
mileage for the distance-sensitive transport element charges of Switched Access
Services. Pursuant to Telcordia Practice BR795-100-100, the Routing Point may
be an End Office location, or a “LEC Consortium Point of Interconnection.” The
Routing Point need not be the same as the Rating Point, but must be in the same
LATA as the associated Rating Point.


          1.20.
“State Commission” refers to the state regulatory commission for the
state in which this agreement may be filed and approved pursuant to Section
252(d)(2) of the Act.


          1.21.
[INTENTIONALLY OMITTED] 


          1.22.
“Tandem Switch” or “Tandem Office” is a switching facility that
is used to interconnect trunk circuits between and among End Office Switches,
other Tandem Switches, aggregation points, points of termination, or points of
presence.


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ARTICLE II:
GENERAL PROVISIONS


          2.1.
Telecommunications Traffic. The traffic subject to this agreement shall
be Telecommunications Traffic, including (1) Local Traffic which originates
from a subscriber or end user on the network of one Party and is delivered to a
subscriber or end user on the network of the other Party, whether directly or
via a third party tandem switch, and (2) Inter-MTA or non-local traffic which
is similarly originated and delivered. 


	
  

 	
  

 	
  

 
	
  

 	
 2.2 Term and
 Termination.

 
	
  

 	
  

 
	
  

 	
  

 	
 2.2.1 Term.
 Subject to the termination provisions contained in this Agreement, the term
 of this Agreement shall be thirty-six (36) months from the Effective Date and
 thereafter shall continue in effect for consecutive 180 day terms until
 either Party gives the other Party at least ninety (90) calendar days written
 advance notice of termination. Where a notice of termination is given, CMRS
 or LEC may prior to actual the termination date give notice under Section
 251-52 of the Act of its desire to negotiate a successor agreement, in which
 case this Agreement shall continue in effect until the earlier of the date
 when a new agreement becomes effective, or the date when all relevant time
 periods and extensions of such periods for negotiation and/or arbitration
 under the Act have passed with no new agreement having become effective.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.2.2 Termination
 Upon Default. Either Party may terminate this Agreement in whole or in
 part in the event of a material default by the other Party, provided
 however that the non-defaulting Party notifies the defaulting
 party in writing of the alleged default and that the defaulting Party does
 not cure the alleged default within thirty (30) calendar days of receipt of
 written notice thereof. Default is defined to include:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a) A
 Party’s insolvency or the initiation of bankruptcy or receivership
 proceedings by or against the Party; and/or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b) A
 Party’s refusal or failure in any material respect properly to perform its
 obligations under this Agreement, or the violation of any of the material
 terms or conditions of this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.2.3
 Liability Upon Termination. Termination of this
 Agreement, or any part hereof, for any cause shall not release either Party
 from any liability that has already accrued to the other Party, or accrues
 thereafter in any respect to any act or omission in contravention of
 Agreement or of any obligation that, by its nature, would be expected to
 survive termination of this Agreement.

 


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           2.3
 Assignment. Neither party may assign any right, obligation, or duty, in
 whole or in part, arising under this Agreement, without prior written consent
 of the other which shall not be unreasonably withheld or delayed, provided
 that without consent but with written notification, either party may assign
 obligations, liabilities and duties under this Agreement, in whole or in
 part, to any entity (hereinafter, “Permitted Assignee”) that is, or that was
 immediately preceding such assignment, as to either Party, an Affiliate of
 the assigning Party, and provided further that any Permitted Assignee may
 assign this Agreement to any other Permitted Assignee without consent, but
 with written notification. This Agreement shall be binding on and inure to
 the benefit of the respective successors and permitted assignees of the
 Parties. Where there has been an assignment to an Affiliate under the
 provisions of this Section 2.5 the assigning party shall remain jointly
 liable to the other Party hereto for the remainder of the term and any
 extension thereof.

 
	
  

 
	
  

 	
 2.3.1
 Nothing in this Agreement shall prohibit T-Mobile from enlarging its CMRS
 network through management contracts with third-parties for the construction
 and operation of a CMRS system under the T-Mobile brand name and license.
 Traffic originating on such extended networks shall be treated as T-Mobile
 traffic subject to the terms, conditions, and rates of this Agreement.
 Traffic traversing such extended networks shall be deemed to be and treated
 under this Agreement as “T-Mobile telecommunications traffic” when it
 originates on such extended network and terminates on LEC’s network, and as
 “LEC telecommunications traffic” when it originates upon LEC’s network and
 terminates upon such extended network. Telecommunications traffic traversing
 on such extended networks shall be subject to the terms, conditions, and
 rates of this Agreement. T-Mobile shall be secondarily liable for Traffic
 originating on such extended networks. 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.4 Billing
 and Payment.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.1. Billing.
 Charges provided for in Appendix A shall be billed by each Party monthly.
 Parties agree to pay all charges specified in Appendix A within thirty (30)
 calendar days of the date the bill was received. For purposes of this Article
 2.6, the Party sending a bill to the other Party is referred to as the
 “billing Party” and the Party receiving a bill from the other Party is
 referred to as the “invoiced Party.” Backbilling by either Party for charges
 incurred during the term of this Agreement shall be limited to a six (6)
 month period, but in no event shall include traffic exchanged prior to the
 Effective Date of this Agreement. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           2.4.1.1
 Catch-up Billing. Concurrently with the execution of this Agreement,
 the parties are entering into a confidential settlement agreement for any and
 all compensation for previous traffic between the parties prior to the
 Effective Date.

 


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 2.4.2 Dispute.
 If either Party disputes a billing statement received from the other Party,
 the invoiced Party shall dispute shall be in writing with good faith reasons
 underlying such dispute included with such dispute within ninety (90) days of
 invoice date Provider shall not bill end user or subscriber for traffic
 terminated more than ninety (90) days before the date of invoice. The Parties
 shall work diligently and in good faith toward resolution of all billing
 issues. If the Parties, after good faith negotiation, cannot come to a
 resolution of a billing issue, either party may submit the billing issue to
 alternative dispute resolution in accordance with Section 2.8 herein.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.3 Late
 Payment Charges. If any undisputed amount due on the
 billing statement is not received by the billing Party on the payment date,
 billing Party may charge, and invoiced Party agrees to pay, interest accruing
 daily on the past due balance at a rate equal to the lesser of one and
 one-half percent (11⁄2%) per month or the maximum rate of interest allowed
 under applicable law. Late payment charges shall be included on the next
 statement.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.4 Taxes.
 The billing Party shall charge and collect from the invoiced Party, and the
 invoiced Party agrees to pay to the billing Party, appropriate federal,
 state, and local taxes, and other customary charges, except to the extent the
 invoiced Party notifies the billing Party and provides to the billing Party
 appropriate documentation that the invoiced Party qualifies for a full or
 partial exemption. It is the intent of the Parties that each shall charge and
 collect from its respective customers all applicable federal, state, and
 local taxes and other customary charges.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.4.5 Either
 Party may obtain usage records or a monthly traffic distribution report from
 the tandem operator summarizing traffic between the Parties. Alternatively,
 either Party may elect to measure actual terminating local traffic through
 its own recording equipment and utilize these measurements in place of the
 usage records or traffic distribution reports from the tandem operator. The
 Parties understand that CMRS is currently unable to determine the amount of
 wireline to wireless Telecommunications Traffic terminated from LEC.
 Therefore, LEC will bill [***] of the wireless to wireline
 Telecommunications Traffic Terminated by LEC. Once CMRS elects to bill based
 on actual traffic records to determine the amount of wireline to wireless
 Telecommunications Traffic terminated from LEC, CMRS shall provide thirty
 (30) days written notice to LEC, CMRS will bill LEC using actual measurements
 for [***] of such traffic, and LEC will bill CMRS for [***] percent of the
 wireless to wireline traffic. 

 


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 2.5
 Confidential Information.

 
	
  

 	
  

 
	
  

 	
  

 	
 2.5.1
 Identification. Either Party may disclose to the
 other Party proprietary or confidential customer, technical, or business
 information in written, graphic, oral or other tangible or intangible forms
 (“Confidential Information”). In order for information to be considered
 Confidential Information under this Agreement, it must either (1) be in the
 form of billing, traffic and systems information relating to one Party and
 acquired by the other Party in the course of performing under this Agreement;
 or (2) must be marked “Confidential” or “Proprietary,” or bear a marking of
 similar import. Orally disclosed information shall be deemed Confidential
 Information only if contemporaneously identified as such.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.5.2
 Handling. In order to protect such Confidential
 Information from improper disclosure, each Party agrees:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a) that all
 Confidential Information shall be and shall remain the exclusive property of
 the providing Party;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b) not to
 disclose or use the Confidential Information of the other Party except as
 required for performance under this Agreement; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c) to
 destroy or return to the disclosing Party, at and upon its request, all
 copies of any Confidential Information of the disclosing Party and; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d) to use
 the same level of care to prevent disclosure or unauthorized use of the
 received Confidential Information as it exercises in protecting its own
 Confidential Information of a similar nature.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.5.3
 Exceptions. The obligations set forth in this
 Article 2.7 shall not apply to any Confidential Information that was legally
 in the receiving Party’s possession prior to receipt from the disclosing
 Party, was received in good faith from a third party not subject to a
 confidential obligation to the disclosing Party, now is or later becomes
 publicly known through no breach of confidential obligation by the receiving
 Party, was developed by the receiving Party without the developing persons
 having access to any of the Confidential Information received in confidence
 from the disclosing Party, or that is required to be disclosed pursuant to
 subpoena or other process issued by a court or administrative agency having
 appropriate jurisdiction, provided, however, that the receiving Party shall
 give prior notice, if allowed by law, to the disclosing Party and shall
 reasonably cooperate if the disclosing Party deems it necessary to seek
 protection arrangements.

 


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 2.5.4 Survival.
 The obligation of confidentiality and use with respect to Confidential
 Information disclosed by one Party to the other shall survive any termination
 of this Agreement for a period of three (3) years from the date of the
 initial disclosure of the Confidential Information.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.6.
 Dispute Resolution.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.6.1. Alternative to Litigation. Except for the
 enforcement of the provisions of Article 2.7 hereof, the Parties desire to
 resolve disputes arising out of this Agreement without litigation.
 Accordingly, except as otherwise stated in the preceding sentence, and except
 for action seeking a temporary restraining order or an injunction related to
 the purposes of this Agreement, or suit to compel compliance with this
 dispute resolution process, the Parties agree to use the following
 alternative dispute resolution procedure with respect to any controversy or
 claim arising out of or relating to this Agreement or its breach.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.6.2. Negotiations. At the written request of a Party,
 each Party will appoint a knowledgeable, responsible representative to meet
 and negotiate in good faith and a prompt and timely manner. Such person shall
 also be authorized to resolve the relevant dispute. The Parties intend that
 these negotiations be conducted by business representatives. The location,
 format, frequency, duration, and conclusion of these discussions shall be
 left to the discretion of the representatives. Upon agreement, the
 representatives may utilize other alternative dispute resolution procedures
 such as mediation to assist in the negotiations. Discussions and
 correspondence among the representatives for purposes of these negotiations
 shall be treated as confidential information developed for the purpose of
 settlement, exempt from discovery and production, which shall not be
 admissible in arbitration or in any lawsuit without the concurrence of all
 Parties. Documents identified in or provided with such communications, which
 are not prepared for purposes of the negotiations, are not so exempted and
 may, if otherwise admissible, be admitted in evidence in the arbitration or
 lawsuit.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.8.3 Arbitration.
 Except as otherwise provided in paragraph 2.8.1 above, if negotiations fail
 to produce within ninety (90) days a resolution to any dispute arising in
 conjunction with this Agreement, either Party may upon notice to the other
 submit the dispute to binding arbitration, which arbitration shall be
 conducted in accordance with the rules and procedures of the American
 Arbitration Association applicable to commercial contract disputes, then in
 effect.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
           2.7.
 Entire Agreement. This Agreement constitutes the entire agreement of
 the Parties pertaining to the subject matter of this Agreement and supersedes
 all prior agreements, negotiations, proposals and representations, whether
 written or oral, and all

 


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contemporaneous
oral agreements, negotiations, proposals, and representations concerning such
subject matter. No representations, understandings, agreements, or warranties,
express or implied, have been made or relied upon in the making of this
Agreement other than those specifically set forth herein. 


          2.8.
Force Majeure. In the event performance of this Agreement, or any
obligation hereunder, is either directly or indirectly prevented, restricted,
or interfered with by reason of fire, flood, earthquake or like acts of God,
wars, revolution, civil commotion, explosion, acts of public enemy, embargo,
acts of the government in its sovereign capacity, labor difficulties, including
without limitation, strikes, slowdowns, picketing, or boycotts, or any other
circumstances beyond the reasonable control and without the fault or negligence
of the Party affected, the Party affected, upon giving prompt notice to the
other party, shall be excused from such performance on a day-to-day basis to
the extent of such prevention, restriction, or interference (and the other
Party shall likewise be excused from performance of its obligations on a
day-to-day basis until the delay, restriction or interference has ceased); provided however, that the Party so
affected shall use diligent efforts to avoid or remove such causes of
nonperformance and both Parties shall proceed whenever such causes are removed
or cease. 


          2.9.
Governing Law. This Agreement shall be governed by and construed in
accordance with the Telecommunications Act of 1996, the order(s) of the FCC
construing and implementing the Act (including, but not limited to, First
Report and Order, CC Docket No. 96-98 and 95-185, released August 8, 1996), and
to the extent not inconsistent therewith, the domestic laws of the State of New
York without giving effect to the conflicts of law provisions thereof. 


          2.10.
Independent Contractor Relationship. The persons provided by each Party
shall be solely that Party’s employees and shall be under the sole and
exclusive direction and control of that Party. They shall not be considered
employees of the other Party for any purpose. Each Party shall remain an
independent contractor with respect to the other and shall be responsible for
compliance with all applicable laws, rules and regulations involving, but not
limited to, employment of labor, hours of labor, health and safety, working
conditions and payment of wages. Each Party shall also be responsible for
payment of taxes, including federal, state and municipal taxes, chargeable or
assessed with respect to its employees, such as Social Security, unemployment,
workers’ compensation, disability insurance, and federal and state withholding.



          2.11.
Liability and Indemnity. EACH PARTY (“INDEMNIFYING PARTY”) HERETO AGREES
TO RELEASE, INDEMNIFY, DEFEND, AND HOLD HARMLESS THE OTHER PARTY (“INDEMNIFIED
PARTY”), ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND
AFFILIATES (AND THE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF
SUCH AFFILIATES) FROM ALL LOSSES, CLAIMS, DEMANDS, DAMAGES, EXPENSES, SUITS, OR
OTHER ACTIONS, OR ANY LIABILITY WHATSOEVER (INCLUDING COSTS AND REASONABLE
ATTORNEY’S FEES) SUFFERED BY THE INDEMNIFIED PARTY ARISING OUT 


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OF OR IN
CONNECTION WITH (I) ANY CLAIM INVOLVING AN ALLEGATION OF INVASION OF PRIVACY
ARISING, DIRECTLY OR INDIRECTLY, FROM THE ACT OR OMISSION OF THE INDEMNIFYING
PARTY; (II) ANY INJURY TO OR DEATH OF ANY PERSON OR PERSONS CAUSED, DIRECTLY OR
INDIRECTLY, BY THE ACTS OR OMISSIONS OF THE INDEMNIFYING PARTY, RESULTING FROM
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (III) ANY LOSS, DAMAGE, OR DESTRUCTION
OF PROPERTY, WHETHER OR NOT OWNED BY THE INDEMNIFIED PARTY CAUSED, DIRECTLY OR
INDIRECTLY, BY THE INDEMNIFYING PARTY; (IV) ANY ACTUAL OR ALLEGED DEFAMATION,
LIBEL, SLANDER, INTERFERENCE WITH OR MISAPPROPRIATION OF PROPRIETARY OR
CREATIVE RIGHT, OR ANY OTHER INJURY TO ANY PERSON OR PROPERTY ARISING OUT OF
CONTENT TRANSMITTED BY THE INDEMNIFYING PARTY OR ITS END USERS. 


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.11.1.
 DISCLAIMER. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS
 AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER
 PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES OR FACILITIES PROVIDED
 UNDER THIS AGREEMENT. EACH PARTY DISCLAIMS, WITHOUT LIMITATION, ANY WARRANTY
 OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING
 FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.11.2.
 LIMITATION OF LIABILITY. EXCEPT AS SPECIFICALLY PROVIDED BY SECTION
 2.13.1 ABOVE, EACH PARTY’S LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE,
 SHALL BE LIMITED TO DIRECT DAMAGES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY
 BE RESPONSIBLE OR LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR
 CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ECONOMIC LOSS OR LOST
 BUSINESS OR PROFITS, DAMAGES ARISING FROM THE USE OR PERFORMANCE OF EQUIPMENT
 OR SOFTWARE, OR THE LOSS OF USE OF SOFTWARE OR EQUIPMENT, OR ACCESSORIES
 ATTACHED THERETO, DELAY, ERROR, OR LOSS OF DATA. IN CONNECTION WITH THIS
 LIMITATION OF LIABILITY, THE PARTIES RECOGNIZE THAT EITHER PARTY MAY, FROM
 TIME TO TIME, PROVIDE ADVICE, MAKE RECOMMENDATIONS, OR SUPPLY OTHER ANALYSIS
 RELATED TO THE SERVICES DESCRIBED IN THIS AGREEMENT, AND, EACH PARTY
 ACKNOWLEDGES AND AGREES THAT THIS LIMITATION OF LIABILITY SHALL APPLY TO
 PROVISION OF SUCH ADVICE, RECOMMENDATIONS, AND ANALYSIS. 

 


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 2.11.3.
 Intellectual Property. Neither Party shall have any obligation to
 defend, indemnify, or hold harmless, or acquire any license or right for the
 benefit of, or owe any other obligation or have any liability to, the other
 based on or arising from any claim, demand, or proceeding by any third party
 alleging or asserting that the use of any circuit, apparatus, or system, or
 the use of any software, or the performance of any service or method, or the
 provision or use of any facilities by either Party under this Agreement
 constitutes direct or contributory infringement, or misuse or
 misappropriation of any patent, copyright, trademark, trade secret, or any
 other proprietary or intellectual property right of any third party. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.11.4. [***]

 



          2.12.
Multiple Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which shall
together constitute but one and the same document. 


          2.13.
Notices. Any notice to a Party required or permitted under this
Agreement shall be in writing and shall be deemed to have been received on the
date of service if served personally or on the date stated on the receipt if
delivered by certified or registered mail or by a courier service that obtains
a written receipt. Any notice shall be delivered using one of the alternatives
mentioned in this section and shall be directed to the applicable address
indicated below or such address as the Party to be notified has designated by
giving notice in compliance with this section: 


	
  

 	
  

 	
  

 
	
  

 	
 If to LEC
 Telephone Company:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 RNK, Inc.
 d/b/a RNK Telecom

 
	
  

 	
  

 	
 333 Elm
 Street, Suite 310

 
	
  

 	
  

 	
 Dedham, MA
 02026

 
	
  

 	
  

 	
 Attn:
 General Counsel

 
	
  

 	
  

 	
 Facsimile
 Number: (781) 297-9836

 
	
  

 	
  

 	
  

 
	
  

 	
 If to
 T-Mobile:

 
	
  

 	
  

 	
 General
 Counsel

 
	
  

 	
  

 	
 T-Mobile,
 USA Inc.

 
	
  

 	
  

 	
 12920 SE 38th
 Street

 
	
  

 	
  

 	
 Bellevue, WA
 98006

 
	
  

 	
  

 	
 Facsimile
 Number: (425) 378-4040

 
	
  

 	
  

 	
  

 
	
  

 	
 With copy
 to:

 
	
  

 	
  

 	
 Carrier
 Management

 
	
  

 	
  

 	
 T-Mobile
 USA, Inc.

 
	
  

 	
  

 	
 12920 SE 38th
 Street

 
	
  

 	
  

 	
 Bellevue, WA
 98006

 


Page 12 of 19





          2.17.
Regulatory Agency Control. This Agreement shall at all times be subject
to approval, changes, rules and regulations of the Federal Communications
Commission and/or the State Commission to the extent the substance of this
Agreement is or becomes subject to the jurisdiction of such agency. 


          2.18.
Subsequent Law. The terms and conditions of this Agreement shall be
subject to any and all applicable laws, rules, regulations or guidelines that
subsequently may be prescribed by any federal, state or local governmental authority.
Notwithstanding the provisions above, to the extent specifically required by
any such subsequently prescribed law, rule, or regulation, the parties agree to
modify, in writing, the affected term(s) and condition(s) of this Agreement to
bring them into compliance. 


          2.19.
Miscellaneous. The failure of either Party to insist upon the
performance of any provision of this Agreement, or to exercise any right or
privilege granted to it under this Agreement, shall not be construed as a
waiver of such provision or any provisions of this Agreement, and the same
shall continue in full force and effect. By agreeing to the rates in Attachment
A, RNK does not abrogate or waive any rights it may have had under tariff for
previous services rendered to carrier prior to the Effective Date of this
Agreement. No rule of construction requiring interpretation against the
drafting party hereof shall apply in the interpretation of this Agreement. If
any provision of this Agreement is held by a court or regulatory agency of
competent jurisdiction to be unenforceable or required to be materially
modified, the rest of the Agreement shall remain in full force and effect and
shall not be affected unless removal or modification of that provision results,
in the opinion of either Party, in a material change to this Agreement. Any
news release, public announcement, advertising, or any form of publicity
pertaining to this Agreement, provision of services, or facilities pursuant to
it, or association of the Parties with respect to provision of the services
described in this Agreement shall be subject to prior written approval of both
LEC and T-Mobile. Except as specifically set out in this Agreement, nothing in
this Agreement shall grant, suggest, or imply any authority for one Party to
use the name, trademarks, service marks, or trade names of the other for any
purpose whatsoever. Where consent, approval, or mutual agreement is required of
a Party, it shall not be unreasonably withheld, conditioned or delayed. Except
as specifically set out in this Agreement, each Party shall be solely
responsible for its own expenses involved in all activities related to the
subject of this Agreement. Each person whose signature appears on this
Agreement represents and warrants that he or she has authority to bind the
Party on whose behalf he or she has executed this Agreement. 


ARTICLE III: 

TRANSPORT AND TERMINATION OF TRAFFIC


	
  

 	
  

 	
  

 
	
  

 	
 3.1.

 	
 Services
 Covered by This Article. 

 



                    Types
of Services. The traffic subject to this Agreement shall be
Telecommunications Traffic that originates from a subscriber or end user on the
network of one Party or its Affiliates and Subsidiaries, and is delivered to a
subscriber or end user 


Page 13 of 19





on the network
of the other Party or its Affiliates and Subsidiaries. Such traffic includes
that traffic which is delivered indirectly via a third party switch (“Transited
Traffic”). 


	
  

 	
  

 	
  

 
	
  

 	
 3.2.

 	
 Transport
 and Termination of Traffic.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.2.1. Types
 of Traffic. The Parties shall reciprocally terminate Telecommunications
 Traffic originating on each other’s networks. In addition, LEC will, unless
 notified to the contrary by T-Mobile, pass Transited Traffic to/from T-Mobile
 and any third party End Office that subtends LEC’s; provided that LEC shall
 have no obligation to pay, or right to collect termination compensation for
 such transited traffic. The above notwithstanding, LEC may collect tandem
 switching and transport charges from the originating carrier for such
 transited traffic. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.2.2. Compensation
 for Exchange of Traffic. The Parties shall compensate each other for the
 exchange of Telecommunications Traffic in accordance with Appendix A attached
 to this Agreement and made a part hereof. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.2.3. Reciprocal
 Termination Compensation: Each Party will pay the other the rate as
 agreed in Appendix A, Section A1 per minute of use for Local
 Telecommunications Traffic and Non-Local Telecommunications Traffic
 originated by the paying Party and completed to end users or units
 subscribers to the paid Party’s service. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.2.4. The
 originating Party shall not charge the terminating party any third party
 costs of transit. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.2.5. Billing
 Factors. Local Telecommunications Traffic is subject to Reciprocal
 Termination Compensation pursuant to Section 3.2.3 above. Such traffic is not
 subject to access charges and will be delivered indirectly to the terminating
 (or transiting) Party in any manner chosen by the originating Party provided
 only that no access charges are paid or received by either Party hereto.
 Telecommunications Traffic that is not Local Telecommunications Traffic shall
 be subject to the rate provided in Appendix A, Section A2 below. The Parties
 have agreed upon the interMTA factor specified in Appendix A, Section A3,
 which represents the percent of total minutes to be billed the rate in
 Appendix A, Section A2. The interMTA factor identified in Appendix A shall be
 used until revised by mutual agreement. The Parties agree to review the percentage
 on a periodic basis but no more often than once every twelve months and, if
 mutually agreed warranted by the actual usage, revise the percentage
 appropriately. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.2.6. Alternate
 Facility and Transport Providers. Either Party may use the transit
 services of a third party carrier or may provide its own Facilities 

 


Page 14 of 19









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and
 transport for the delivery of traffic from its network to the relevant POC on
 the other Party’s network. The originating Party shall not charge the
 terminating party any third party costs of transit. The subject Facilities
 may be purchased or leased from a third-party or from LEC. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.2.7. Direct
 Network Connection. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.2.7.1.
 Network Interconnection Architecture. Where the Parties mutually agree to
 directly interconnect their respective networks, the POC will be at any
 technically feasible point as described in the Act. Unless otherwise agreed,
 the Type 2A POC for T-Mobile-originated or transited traffic shall be at the
 LEC tandem which is or which subtends the Rating Point of the called number.
 The POC for Type 1 traffic for T-Mobile traffic shall be the end office where
 the called number resides. The POC for delivery of LEC originated or
 transited traffic shall be T-Mobile’s MSC or other prescribed point within
 the LATA. T-Mobile shall not be required to accept delivery of LEC originated
 traffic at more than one POC per LATA. Where the Parties agree to utilize
 shared Interconnection Facilities to carry traffic originated by both of
 them, the POC shall be at a mutually agreed location, which may be a meet
 point subject to industry standard Meet Point Billing Arrangements. Resulting
 costs will be apportioned as provided in Section 3.2.3 above. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.2.7.2. Trunking
 Requirements. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (a)
 T-Mobile and LEC shall make reciprocally available, by mutual agreement, the
 required one-way or two-way trunk groups to handle the termination of Local
 Telecommunications Traffic originating from the other Party’s network. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (b)
 Each Party shall deliver traffic only over the local transport and
 termination trunk groups to the other Party for those publicly-dialable NXX
 Codes owned by the Party as set forth in the LERG. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (c)
 Reciprocal traffic exchange arrangement trunk connections shall be made at a
 DS1 or multiple DS1 level, DS3 where technically available, or SONET where
 technically available. All connections and facilities shall be engineered to
 an objective P.01 grade of service. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (d)
 Unless otherwise agreed, LEC will provide facilities of all one-way trunk
 groups for the delivery of traffic from LEC to the T-Mobile POC (land to
 mobile) and T-Mobile will provide facilities of all one-way trunk groups for
 the delivery of traffic from T-Mobile to the LEC POC. In the event the
 Parties agree to share connecting facilities for the delivery of traffic
 originating and terminating on each of their networks, the POC will be at a
 mutually agreed location, and costs will be apportioned by 

 


Page 15 of 19









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 reference to
 a shared facilities factor, as determined under Section 4.2.3 above. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (e)
 Signaling System 7 (SS7) Common Channel Signaling will be used to the extent that
 such technology is available and deployed by each Party. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.2.7.3.
 Shared Facilities Factor. Where Interconnection Facilities are used
 exclusively to carry Telecommunications Traffic originating on one Party’s
 system, or on a third party system transiting such Party’s system, the cost
 of the Facilities will be borne by that Party. Where Interconnection
 Facilities provisioned by one of the Parties are used for two-way traffic,
 the applicable recurring and non-recurring charges (if any) will be apportioned
 by an agreed upon percentage representing either the estimated percentage or
 the actual percentage of traffic originating on the network of each Party. If
 Facilities are purchased from a third party, the ordering Party will bill the
 other Party the appropriate agreed upon percentage of applicable recurring
 and non-recurring charges (if any). This percentage is referred to as the
 Shared Facilities Factor as agreed in Appendix A, Section A.5 of this
 Agreement. The Parties will review this factor on a periodic basis and, if
 warranted by the actual usage, revise the factor appropriately, not to be
 revised more than once every twelve months. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.3.

 	
 Network
 Management and Maintenance. The Parties will work
 cooperatively to install and maintain reliable networks. The Parties will
 exchange appropriate information (e.g., maintenance contact numbers and
 network information, etc.) to achieve this desired reliability, subject to
 the confidentiality provisions herein. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.3.1. Network
 Management Controls. Each Party shall provide a 24-hour contact number
 for network traffic management issues to the other’s surveillance management
 center. A FAX number must also be provided to facilitate notifications for
 planned mass calling events. 

 






	
  

 	
  

 	
  

 
	
  

 	
 T-Mobile

 	
 LEC RNK
 Telecom

 
	
  

 	
 24 Hr.:
 (888) 662-4662

 	
 24 Hr.:
 (877) 323-2486

 
	
  

 	
 FAX: (425)
 378-4040

 	
 FAX: (781)
 297-9836

 






	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.3.2.
 Before either Party reports a trouble condition, it must first use its
 reasonable efforts to identify the trouble as originating on the other
 Party’s facilities, service, and arrangements. Each Party will advise the
 other of any critical nature of the inoperative facilities, service, and
 arrangements and any need for expedited clearance of trouble. In cases where
 a Party 

 


Page 16 of 19









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 has
 indicated the essential or critical need for restoration of the facilities,
 services or arrangements, the other Party shall use its best efforts to
 expedite the clearance of trouble. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.4.

 	
 Number
 Resources. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.4.1. Number
 Assignment. Nothing in this Agreement shall be construed in any manner,
 limit, or otherwise adversely to impact either Party’s right to employ or to
 request and be assigned any NANP number resources, including, but not limited
 to, Central Office (NXX) Codes pursuant to the Central Office Code Assignment
 Guidelines. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.4.2. Rate
 Centers. For purposes of appropriately applying LEC’s toll tariff to its
 end user customers, LEC will utilize Rate Centers published in the LERG for T-Mobile
 NPA-NXX codes. Calls to such NPA-NXXs will be rated no less favorably than
 calls by LEC customers to other NPA-NPA-NXXs with the same rate center. To
 the extent T-Mobile imposes distance-sensitive charges on its customers for
 calls to LEC’s NPA-NXXs, T-Mobile will similarly recognize LEC’s rate centers
 and will rate calls to them in a way that is no less favorable than calls by
 T-Mobile customers to other NPA-NXXs with the same rate centers. Local
 Telecommunications Traffic originated by LEC will be transited to T-Mobile by
 LEC. All Local Telecommunications Traffic originated by either Party and
 addressed to customers of the other will be subject to the reciprocal
 termination compensation rates set forth herein rather than to access
 charges. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.4.3. Local
 Calling Area. LEC agrees that T-Mobile’s NPA-NXX codes within the MTA
 will be local calls for LEC’s end users or subscribers wherever the assigned
 rate center is within the LEC’s local calling area (or EAS area if
 applicable) of the calling party. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.4.4. Code
 Administration. The Parties will comply with code administration
 requirements as prescribed by the FCC, the State Commission and accepted
 industry guidelines. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.4.5. Programming
 Switches. It shall be the responsibility of each Party to program and
 update its own switches and network systems pursuant to the LERG guidelines
 to recognize and route traffic to the other Party’s assigned NXX codes at all
 times. Neither Party shall impose any fees or charges whatsoever on the other
 Party for such activities. 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.5.

 	
 Common
 Channel Signaling (“CCS”). 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.5.1. Service
 Description. The Parties will provide CCS to one another via SS7 network
 interconnection, where and as available, in the manner 

 


Page 17 of 19









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 specified in
 FCC Order 95-187, in conjunction with all traffic exchange trunk groups. The
 Parties will cooperate on the exchange of all appropriate SS7 messages for
 local and IntraLATA call set-up signaling, including ISUP and Transaction
 Capabilities Application Part (“TCAP”) messages to facilitate
 interoperability of CLASS Features and functions between their respective
 networks. Any other SS7 message services to be provided using TCAP messages
 (such as data base queries) will be jointly negotiated and agreed upon. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.5.2. Privacy.
 Each Party will honor all rules and statutes concerning privacy indicators as
 required under applicable law. 

 



IN WITNESS
WHEREOF, each Party has executed this Agreement to be effective as of the date
of the last Party to sign written below (the “Effective Date”). 


	
  

 	
  

 
	
 T-Mobile USA, Inc.

 	
 LEC Telephone Company

 
	
  

 	
  

 
	
 By: /s/ Dave
 Mayo

 	
 By: /s/
 Richard N. Koch

 
	
  

 	
  

 
	
 Name: Dave
 Mayo

 	
 Name:
 Richard N. Koch

 
	
  

 	
  

 
	
 Title: VP
 Eng Finance

 	
 Title:
 President

 
	
  

 	
  

 
	
 Date:
 2/21/07

 	
 Date:
 1/24/2007

 


Page 18 of 19





APPENDIX A:

RATES AND CHARGES


TRANSPORT AND TERMINATION


	
  

 	
  

 	
  

 
	
  [***]

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  [***]

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  [***]

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  [***]

 	
  

 	
  

 
	
  

 	
  

 	
  [***]

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ***]

 
	
  

 	
  

 	
  

 
	
  [***]

 	
  

 	
  

 



*We have
requested confidential treatment of certain provisions contained in this
exhibit. The copy filed as an exhibit omits the information subject to the
confidentiality request.*


Page 19 of 19