##### 








---



##### 



SECOND AMENDED AND RESTATED AGREEMENT FOR THE
PROVISION OF FIBER OPTIC FACILITIES AND SERVICES
    WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
  2




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##### 



WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW THEREFORE,
  Activation Date Exhibit
3.31
 Actual Cost
 Additional NUNet Fibers Exhibit 4.1A
 Annual Fee
 Cable
 Cable Accessories
 Claims
  3




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##### 



Demarcation Point
 Ending Date
 Equipment
 Favored Customer Rates
 Force Maieure Events
 Grantee
 Grantees Space
 Grantor
 Grantors Space
 Grantees Total Route Miles
 Grantors Territory
 In Service Date
 IRU
 IRU Option
 IRU ROFR
 Make Ready
 NEON Network
  4




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##### 



Network Addition
 New Buildings
 NUNet
 Periodic Inspection
 Program Managers
 Proprietary Information
 Route Exhibit
3.30
 Route Segment
 Specifications
 Structures
 Term
 Third Party
  Grant of Right
 Additional NUNet Fibers Exhibit 4.1 A Exhibit 3.30
  5




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##### 



IRU Option
 IRU Right of First Refusal
 IRU Not Exercised
 Non-NUNet Fibers
 Grant Subject to Security Interests -
 Limitation on Use
  6




---



##### 



Obligation to Build
 Cable Measurement
 Other Cables/Facilities
 Warranty
  Additional Route Segments Designated by Grantor
 Withdrawal of Route Segments by Grantor
  7




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##### 



Additional Route Segments Designated By Grantee Exhibit 5.3 Exhibit 11.1
 Cost and Means of Right of Way Acquisitions
 Grantees Right to Build and Connect Third Party Segments
  8




---



##### 



Third Party Connections
 Connection Grants
  Grantors Obligations
 Grantees Obligations
  Responsibility for Performance
  9




---



##### 



Condition of Structures
 Costs
  Grantees Right to Select Contractors
 Grantees Right to Issue Specifications
 Grantors Installation Obligations Exhibit 3.31
  10




---



##### 



New Buildings
  State Fees
 Public Rights of Way
  Marking
 Building Extensions
  Grantees Obligations Exhibit
10.1 Exhibit 10.1
  11




---



##### 



Grantors Obligations
  By Grantee Exhibit 11.1
 By Grantor Exhibit 3.31
 Emergency Relocations; Third Party Relocations
  12




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##### 



Cable Failure; NUNet Equipment
  Interference With Other Joint Users
 Grantors Approval of Third Party Work
 Grantors Right to Maintain Service
 Notice
  13




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##### 



Emergency Use of Grantors Property
 Return of Removed Material
  By Grantor
 Grantees Obligations
 Cost
  Role of Program Managers
 Definition of Consultation/Cooperation and Approval
  14




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##### 



Title, Tax Accounting
 Reversion of Beneficial Ownership
  Fibers and Use
  Option to Purchase Additional Fibers
  15




---



##### 



Additional Service
 Space in Grantees Locations
  Cable Damage
  Common Representations
  16




---



##### 



Representations by Grantor
 Representation by Grantor As To Structures
 Representation by Grantor As to Right to Place Cable
 Work Clearances and Related Delays
 Representations by Grantee
   17




---



##### 



iability Insurance
  Bond Exhibit 3.30
 Effect of Bond
  Period
 Payment to Grantee
 Early Termination of Agreement
   18




---



##### 



Termination of Route Segment
     Year 1-5 (9/27/94-9/27/99)
    
    
    100
    %Year 6
    
    
    80
    %Year 7
    
    
    60
    %Year 8
    
    
    40
    %Year 9
    
    
    20
    %Year 10
    
    
    10
    %Year 11 and thereafter,
    
    
    0
    %
   19




---



##### 



Amount
   Exhibit 3.30
    Provided, however,
  20




---



##### 



CPI Adjustments
  Additional Amounts
 When Due
 Initial Annual Fee
  21




---



##### 



Optional Termination
 Suspension Pending Force Majeure
  Obligation to Maintain as Confidential
 Route Constitutes Proprietary Information
  22




---



##### 



Access by Grantor
 Access by Grantee
 Access by Grantee to NEON Network Space
  23




---



##### 



Grantees Work
  Relationship
 Costs
 Non-Compete
  Limitations
  24




---



##### 



Exceptions
  Referrals Exhibit 28 Exhibit
28
 Referrals.
  Severability
  Notice by Grantor
  25




---



##### 



Notice by Grantee
 Determination by Grantee
 Determination by Grantor
  Consent and Waiver
  Taxes
  26




---



##### 



Income Tax Liability
  By Grantee
  27




---



##### 



Indemnification Procedures
 Limitation of Grantor Liability
 Limitation of Grantee Liability
    By Grantee
 Change of Control
  28




---



##### 



Grantors Right to Pledge Agreement and Transfer Property
 Grantees Right to Pledge Agreement and Lease Fibers
 Right to Assign
  Grantees Obligations
 Opinion
 Grantors Obligations
  29




---



##### 



Form and Address
  
  
  
  
  
 How Sent
  30




---



##### 



Damage Notification
 
  1.
    
    Name of company making report;2.
    
    Location reporting problem;3.
    
    Name of contact person reporting problem;4.
    
    Telephone number to call back with progress report;5.
    
    Description of the problem in as much detail as possible;6.
    
    Time and date the problem occurred or began; and\7.
    
    If appropriate, a statement that This is an emergency and
that a problem presents a jeopardy situation to the physical plant of
Grantor or Grantee, as the case may be.
  Arbitration
     31




---



##### 



Award, Costs
  No Waiver
 Grantees Self Help Rights
  Further Actions
  Survival
  32




---



##### 



Headings
  Exhibits
  Counterparts
  Jurisdiction
  Entire Agreement
   33




---



##### 



Witnessed by:
    
    Northeast Utilities Service Company/s/ Ellen L. Lindne
    
    By:
    
    /s/ David H. BoguslawskiName: David H. Boguslawski 
Title: Vice President  Transmission BusinessThe Connecticut Light and Power Company/s/ Ellen L. Lindne
    
    By:
    
    /s/ David H. BoguslawskiName: David H. BoguslawskiTitle: Vice President  Transmission BusinessWestern Massachusetts Electric Company/s/ Ellen L. Lindne
    
    By:
    
    /s/ David H. BoguslawskiName: David H. BoguslawskiTitle: Vice President  Transmission BusinessPublic Service Company of New Hampshire/s/ Ellen L. Lindne
    
    By:
    
    /s/ David H. BoguslawskiName: David H. BoguslawskiTitle: Vice President  Transmission BusinessNEON Optica, Inc., Successor in interest to
NECOM LLC/s/ Barbara Johnson
    
    By:
    
    /s/ Stephen E. CourterName: Stephen E. CourterTitle: CEO
 Execution Copy
    
    Signature Page
    
    Phase 1 Fiber Agreement
  S-1




---



##### 



EXHIBIT 3.30  Fiber Route Listing




---



##### 



EXHIBIT 4.1A  Fiber Route Listing
 Additional NUNet Fibers
    Previously granted




---



##### 



EXHIBIT 3.31  Specifications




---



##### 



EXHIBIT 5.3  Network Expansion




---



##### 



EXHIBIT 10.1  Maintenance




---



##### 



EXHIBIT 11.1  Request for Relocation




---



##### 



EXHIBIT 28  Exempt Projects