Exhibit 10.49

 
	
  

 	
  

 
	
 Jeffrey A.
 Masoner 

 	
 Verizon

 
	
 Vice President
 - Interconnection Services Policy & Planning

 


Network Services

2107 Wilson Blvd., 11th Floor

Arlington, VA 22201


Telephone: 703/974-4610

Facsimile: 703/974-0314

jeffrey.a.masoner@verizon.com


August 27,
2001 


Douglas S.
Denny-Brown

General Counsel

RNK Telecom

333 Elm St.

Dedham, MA 02026 


Re: Requested
Adoption Under the FCC Merger Conditions Dear 


Mr.
Denny-Brown: 


Verizon New
England Inc., d/b/a Verizon New Hampshire, f/lc/a New England Telephone and
Telegraph Company, d/b/a Bell Atlantic — New Hampshire (“Verizon”), has
received your letter stating that, pursuant to paragraph 32 of the BA/GTE
Merger Conditions (“Merger Conditions”), released by the FCC on June 16, 2000
in CC Docket No. 98-184, RNK, Inc. d/b/a RNK Telecom (“RNK”) wishes to provide
services to customers in Verizon’s service territory in the State of New
Hampshire by adopting certain terms of the arbitrated Interconnection Agreement
between Cox Communications, d/b/a Cox Rhode Island Telecomm II (“Cox”)and
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
Rhode Island”) that was approved by the Rhode Island Public Utilities 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
 PURSUANT TO SECTION 251(c)(2); 

 
	
  

 	
  

 
	
 5.0

 	
 TRANSMISSION
 AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC PURSUANT TO SECTION
 251(c)(2), excluding section 5.7; 

 
	
  

 	
  

 
	
 6.0

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

 













	
  

 	
  

 
	
 7.0

 	
 TRANSPORT
 AND TERMINATION OF OTHER TYPES OF TRAFFIC;

 
	
  

 	
  

 
	
 8.0

 	
 JOINT
 NETWORK CONFIGURATION AND GROOMING PROCESS; INSTALLATION, MAINTENANCE,
 TESTING AND REPAIR;

 
	
  

 	
  

 
	
 17.0

 	
 DATABASES
 AND SIGNALING; and

 
	
  

 	
  

 
	
 19.0

 	
 DIRECTORY
 SERVICES ARRANGEMENTS

 



(The
provisions of the Cox agreement specified above, and associated schedules,
shall hereinafter be referred to as the “Verizon Rhode Island Terms”). I
understand RNK has a copy of the Verizon Rhode Island Terms, which, in any
case, are attached hereto as Appendix 1. Please note the following with respect
to RNK’s adoption of the Verizon Rhode Island Terms. 


	
  

 	
  

 	
  

 
	
 1.

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

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (A)

 	
 RNK agrees
 to be bound by and adopts in the service territory of Verizon, the Verizon
 Rhode Island Terms, as they are in effect on the date hereof after giving
 effect to operation of law, and in applying the Verizon Rhode Island Terms,
 agrees that RNK shall be substituted in place of Cox Communications, Cox
 Rhode Island Telecomm II and Cox in the Verizon Rhode Island Terms wherever
 appropriate. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  (B)

 	
 Notice to
 RNK and Verizon as may be required or permitted under the Verizon Rhode
 Island Terms shall be provided as follows: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 To RNK:

 	
  

 
	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Attention:
 General Counsel

 
	
  

 	
  

 	
  

 	
  

 	
 RNK Telecom

 
	
  

 	
  

 	
  

 	
  

 	
 333 Elm St.

 
	
  

 	
  

 	
  

 	
  

 	
 Dedham, MA
 02026

 
	
  

 	
  

 	
  

 	
  

 	
 Telephone
 number: 781-613-6103

 
	
  

 	
  

 	
  

 	
  

 	
 FAX number:
 781-297-9836

 


2









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 To Verizon:

 	
  

 
	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Director-Contract
 Performance & Administration

 
	
  

 	
  

 	
  

 	
  

 	
 Verizon
 Wholesale Markets

 
	
  

 	
  

 	
  

 	
  

 	
 600 Hidden
 Ridge

 
	
  

 	
  

 	
  

 	
  

 	
 HQEWMNOTICES

 
	
  

 	
  

 	
  

 	
  

 	
 Irving, TX
 75038

 
	
  

 	
  

 	
  

 	
  

 	
 Telephone
 Number: 972-718-5988

 
	
  

 	
  

 	
  

 	
  

 	
 Facsimile
 Number: 972-219-1519

 
	
  

 	
  

 	
  

 	
  

 	
 Internet
 Address: wmnotices@verizon.com

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 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 New Hampshire, and that its
 adoption of the Verizon Rhode Island Terms will only cover services in the
 service territory of Verizon in the State of New Hampshire.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 RNK’s
 adoption of the Verizon Rhode Island Terms shall become effective on August
 30, 2001. Verizon shall file this adoption letter with the New Hampshire
 Public Utilities Commission (“Commission”) promptly upon receipt of an
 original of this letter, countersigned by an authorized officer of RNK. The
 Cox/Verizon Rhode Island agreement is currently scheduled to terminate on
 February 4, 2002.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 As the
 Verizon Rhode Island Terms are being adopted by RNK pursuant to the Merger
 Conditions, Verizon does not provide the Verizon Rhode Island Terms to RNK as
 either a voluntary or negotiated agreement. The filing and performance by
 Verizon of the Verizon Rhode Island Terms does not in any way constitute a
 waiver by Verizon of any position as to the Verizon Rhode Island Terms or a
 portion thereof. Nor does it constitute a waiver by Verizon of any rights and
 remedies it may have to seek review of the Verizon Rhode Island Terms, or to
 seek review of any provisions included in these Verizon Rhode Island Terms as
 a result of RNK’s election pursuant to the Merger Conditions.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 RNK’s
 adoption of the Verizon Rhode Island Terms pursuant to the Merger Conditions
 is subject to all of the provisions of such Merger Conditions. Please note
 that the Merger Conditions exclude the following provisions from the
 interstate adoption requirements: state-specific pricing, state-specific
 performance measures, provisions that incorporate a determination reached in
 an 

 


3









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 arbitration conducted in
 the relevant state under 47 U.S.C. Section 252, provisions that incorporate
 the results of negotiations with a state commission or telecommunications
 carrier outside of the negotiation procedures of 47 U.S.C. Section 252(a)(1),
 and provisions from the Cox/Verizon Rhode Island agreement that are not
 required pursuant to Section 251(c) of the Telecommunications Act of 1996
 (the “Act”). Verizon, however, does not oppose RNK’s adoption of the Verizon
 Rhode Island Terms at this time, subject to the following reservations and
 exclusions:

 






	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 Verizon’s standard pricing
 schedule for interconnection agreements in New Hampshire (as such schedule
 may be amended from time to time) (attached as Appendix 2 hereto) shall apply
 to RNK’s adoption of the Verizon Rhode Island Terms. RNK should note that the
 aforementioned pricing schedule may contain rates for certain services the
 terms for which are not included in the Verizon Rhode Island Terms or that
 are otherwise not part of this adoption. In an effort to expedite the
 adoption process, Verizon has not deleted such rates from the pricing
 schedule. However, the inclusion of such rates in no way obligates Verizon to
 provide the subject services and in no way waives Verizon’s rights under the
 Merger Conditions. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 RNK’s adoption of the
 Verizon Rhode Island Terms shall not obligate Verizon to provide any
 interconnection arrangement or unbundled network element unless it is
 feasible to provide given the technical, network and Operations Support
 Systems attributes and limitations in, and is consistent with the laws and
 regulatory requirements of the State of New Hampshire and with applicable
 collective bargaining agreements. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 On January 25, 1999, the
 Supreme Court of the United States issued its decision on the appeals of the
 Eighth Circuit’s decision in Iowa Utilities Board. 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 Verizon Rhode Island Terms may be void or unenforceable as a result of
 the Supreme 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 Supreme Court of the United
 States regarding the FCC’s UNE rules. Moreover, nothing herein shall be
 construed as or is intended to be a concession or admission by Verizon that
 any provision in the Verizon Rhode Island 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 law, and Verizon expressly reserves its
 full right to assert and pursue claims arising from or related to the Verizon
 Rhode Island Terms. 

 


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  (D)

 	
 RNK’s adoption
 of the Verizon Rhode Island Terms does not include any provisions related to
 reciprocal compensation, which provisions are not subject to the interstate
 adoption requirements under the Merger Conditions. For example, reciprocal
 compensation provisions constitute state-specific pricing, which as described
 above, is exempt from the interstate adoption requirements in the Merger
 Conditions. Also, because the obligation to pay reciprocal compensation is
 found in Section 251(b)(5), reciprocal compensation provisions are outside
 the scope of Merger Conditions’ requirement permitting adoptions of
 provisions required to be provided under Section 251(c). Moreover, even if
 the Merger Conditions were misconstrued as encompassing not only items
 subject to Section 251(c), but also items subject to Section 251(b), it would
 still not obligate Verizon to permit the interstate adoption of compensation
 terms pertaining to Internet Traffic. The FCC found that Internet Traffic
 constitutes “information access” outside the scope of the reciprocal
 compensation obligations set forth in Section 251(b)(5).1 Thus,
 even if the Cox Verizon Rhode Island agreement has, or is mistakenly
 construed as containing, a voluntary commitment to pay compensation on
 Internet traffic, that commitment would be entirely outside the scope of the
 interstate adoption provisions of the Merger Conditions.2 Attached
 is a draft Amendment No. 2 that Verizon proposes to govern the reciprocal
 compensation arrangements between the Parties. 

 
	
  

 	
  

 	
  

 
	
  

 	
  (E)

 	
 RNK’s adoption
 does not include any terms that were arbitrated in the Verizon Rhode Island
 Terms. 

 
	
  

 	
  

 	
  

 
	
 5.

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

 
	
  

 	
  

 	
  

 
	
  

 	
  (A)

 	
 when the
 costs of providing the Verizon Rhode Island Terms to RNK are greater than the
 costs of providing them to Cox;

 
	
  

 	
  

 	
  

 
	
  

 	
  (B)

 	
 if the
 provision of the Verizon Rhode Island Terms to RNK is not technically
 feasible;

 
	
  

 	
  

 	
  

 
	
  

 	
  (C)

 	
 if Verizon
 otherwise is not obligated to permit such adoption and/or application under
 the Merger Conditions or under applicable law.

 






	
  

 	
  

 
	

 


 	
  

 
	
 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)
 (“FCC Remand Order”) ¶44. 

 
	
  

 	
  

 
	
 2 In addition, any
 reasonable amount of time permitted for adopting interconnection agreement
 provisions that invoke a compensation mechanism for internet traffic under
 the FCC’s rules implementing section 252(i) of the Act (47 C.F.R. §
 51.809(c)) has expired. These rules implementing section 252(i) of the Act
 apply to interstate adoptions under the Merger Conditions as well. See,
 e.g., Merger Conditions ¶32 (such adoptions shall be made available “under
 the same rules that would apply to a request under 47 U.S.C. § 252(i)”). 

 


5









	
  

 	
  

 
	
 6.

 	
 Should RNK
 attempt to apply the Verizon Rhode Island Terms in a manner that conflicts
 with paragraphs 3-5 above, Verizon reserves its rights to seek appropriate
 legal and/or equitable relief. 

 



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 RNK’s adoption of the Verizon Rhode Island Terms shall in no way impair
such rights of Verizon; and (ii) all rights of RNK resulting from RNK’s
adoption of the Verizon Rhode Island 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. 


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 NEW HAMPSHIRE 


By: /s/
Jeffrey A. Masoner 


Name: Jeffrey
A Masoner 


Title: Vice
President — Interconnection Services Policy & Planning 


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


RNK, INC.,
D/B/A RNK TELECOM 


By: /s/
Richard N. Koch

Name: Richard N. Koch 

Title: President 

Attachment 


	
  

 	
  

 
	
 c:

 	
 Stephen
 Hughes – Verizon (w/out attachments)


 






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