{"id":42346,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indefeasible-right-to-use-iru-capacity-agreement-at-t-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indefeasible-right-to-use-iru-capacity-agreement-at-t-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/indefeasible-right-to-use-iru-capacity-agreement-at-t-corp.html","title":{"rendered":"Indefeasible Right to Use (IRU) Capacity Agreement – AT&T Corp. and At Home Corp."},"content":{"rendered":"
                                                                          Page 1\n                             IRU CAPACITY AGREEMENT\n\n                  This IRU Capacity Agreement (the 'Agreement') is entered into\nas of December 19, 1998 (the 'Effective Date') between AT&T Corp. ('AT&T'), a\nNew York corporation with offices at 295 North Maple Avenue, Basking Ridge, New\nJersey 07920, and At Home Corporation ('@Home'), a Delaware corporation with its\nprincipal place of business located at 425 Broadway Street, Redwood City,\nCalifornia 94063.\n\n                                    BACKGROUND\n\n         This Agreement is made with reference to the following facts:\n\n         A. AT&T operates a fiber optic communications system (as such system\nexists now, and as it is modified from time to time, the 'AT&T Network').\n\n         B. AT&T desires to provide, and @Home desires to obtain, an\nindefeasible right to use optical fibers and dedicated circuit capacity derived\nwith network electronics and circuit electronics on the AT&T Network.\n\n         C. AT&T desires to grant, and @Home desires to obtain, the ability to\nupgrade @Home's rights hereunder on the AT&T Network.\n\n         D. AT&T desires to provide, and @Home desires to obtain, collocation,\nmaintenance and other services in connection with the capacity it derives from\nthe AT&T Network.\n\n                               TERMS OF AGREEMENT\n\n         1 Definitions\n\n                  1.1 'Accept' shall have the definition set forth in the\nsection entitled Testing and Acceptance. 'Acceptance' shall have the\ncorresponding meaning.\n\n                  1.2 'Additional Capacity' shall mean any Capacity aquired by\n@Home pursuant to the section entitled Upgrades and Expansion.\n\n                  1.3 'AT&T POPs' shall mean (a) the AT&T sites identified in\nExhibit E and (ii) such other AT&T sites as the parties may agree from time to\ntime to be within the scope of the term 'AT&T POP.'\n\n                  1.4 '@Home Backbone Network' shall mean, at any date, the\n@Home Routes as of that date.\n\n                  1.5 'Capacity' shall mean the Phase Two Capacity, the Phase\nThree Capacity, the Alternate Capacity and the Additional Capacity, including\nboth (i) the circuit capacity, as measured in terms of OC-3, OC-12, OC-48 or\notherwise and (ii) a portion of the relevant fiber strands necessary to\ntransport such capacity.\n\n\n\n\n                                                                          Page 2\n\n\n                  1.6 'City Pair' shall mean any of the pairs of cities listed\nin Exhibit C or Exhibit D.\n\n                  1.7 'Consumer Price Index' shall mean the Consumer Price Index\nfor Urban Wage Earners and Clerical Workers, All Items (1982-84=100), for the\nUnited States as published by the United States Department of Labor, Bureau of\nLabor Statistics, or any successor index thereto.\n\n                  1.8 '@Home Routes' shall mean Routes on which @Home has rights\nto use capacity under this Agreement.\n\n                  1.9 [ * ]\n\n                  1.10 'Indefeasible Right to Use' or 'IRU' shall mean the\nexclusive, unrestricted, and indefeasible right to use the relevant Capacity\n(including equipment, fibers or capacity) for any legal purpose. The granting of\nsuch IRU does not convey title or legal ownership of any fibers or equipment on\nthe AT&T Network. The IRU shall convey an interest that notwithstanding the\noccurrence of a breach by the receiving party of any legal duty or obligation\nimposed by any contract, by the law of torts (including simple or gross\nnegligence, strict liability or willful misconduct), or by federal or state\nlaws, rules, regulations, orders, standards or ordinances, during the Term, the\ngranting party shall have no right to revoke or restrict in any manner or to any\ndegree whatsoever, through injunctive relief or otherwise, the use of the IRU\ngranted to the receiving party, it being understood and agreed that each such\nbreach shall be compensable, if at all, by a remedy at law and not at equity.\n\n                  1.11 [ * ] In Routes between two of the thirty largest\nmetropolitan statistical areas in the United States ('Large MSAs'), the\n'Relevant Area' shall be any route in the United States; for Routes which do not\nservice a Large MSA, the Relevant Area shall mean a route in the same general\ngeographical area as the Route for which [ * ] is to be measured.\n\n                  1.12 'Material Provision' shall mean any provision of this\nAgreement (including, without limitation, payment provisions) the breach of\nwhich by one party is determined by a judicial proceeding or pursuant to the\nSection entitled Arbitration to constitute a material adverse effect on the use\nand enjoyment by the other party of the benefits of this Agreement.\n\n                  1.13 'OC-3' shall mean bi-directional OC-3 optical\ntransmission capacity meeting the specifications set forth in AT&T's Technical\nReference 54018, as revised from time to time. For purposes of this Agreement,\n'bi-directional' shall mean that traffic up to the designated capacity can\ntravel in each direction simultaneously.\n\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n                                                                          Page 3\n\n\n                  1.14 'OC-12' shall mean bi-directional OC-12 optical\ntransmission capacity meeting the specifications set forth in AT&T's Technical\nReference 54077, as revised from time to time.\n\n                  1.15 'OC-48' shall mean bi-directional OC-48 optical\ntransmission capacity meeting the specifications set forth in AT&T's Technical\nReference 54078, as revised from time to time.\n\n                  1.16 'Route' shall mean any route on the AT&T Network between\nany two points of presence listed on Exhibits C and D or any other AT&T points\nof presence which support OC-48 service.\n\n                  1.17 'Third Party POPs' shall mean (i) the third party sites\nidentified in Exhibit G and (ii) such other third party sites as the parties may\nagree from time to time to be within the scope of the term 'Third Party POP.'\n\n                  1.18 'Service Components' shall mean, with respect to any\nRoute, the capacity, collocation and interconnection services relating to such\nRoute to be provided pursuant to this Agreement.\n\n                  1.19 'Significant Route' shall mean any of the Routes so\ndesignated on Exhibit C or D.\n\n         2 Service Components.\n\n                  2.1 Indefeasible Right to Use. AT&T hereby grants to @Home for\nthe Term of this Agreement an IRU in the Capacity, as the Capacity may be\nincreased from time to time pursuant to the terms hereof.\n\n                  2.2 Collocation and Interconnection. AT&T shall provide @Home\nwith collocation space along the @Home Backbone Network in (i) the AT&T POPs\nunder an agreement substantially in the form attached as Exhibit F (Collocation\nAgreement). In each AT&T POP, AT&T shall provide @Home with three rack spaces\n(as used in this Agreement, 'rack space' shall have the meaning set forth in\nExhibit F) and associated collocation and interconnection services, as listed in\nExhibit F, or as hereafter mutually agreed upon. AT&T shall use its best efforts\nto make the three rack spaces contiguous. AT&T shall procure on behalf of @Home\none rack space in the Third-Party POPs. As part of the Services provided\nhereunder, AT&T will extend its facilities at no cost to @Home to the @Home\ndesignated demarcation point within the Third-Party POPs.\n\n         3 Performance Phase.\n\n                  3.1 Phase One - Interim Services. To assist @Home's transition\nto the AT&T Network, during the period from January 1, 1999 through Acceptance\nof the Phase Two Services on the applicable Route, AT&T will provide @Home\neither with the Phase Two Service Components or with alternate capacity using\nAsynchronous Transfer Mode technology ('ATM'), or with a hybrid arrangement\nincluding some portion of the Phase Two Routes combined with ATM. @Home has an\nexisting ATM service arrangement with Sprint, which arrangement \n\n\n\n\n                                                                          Page 4\n\n\ncurrently is being restructured. @Home will arrange for AT&T to assume @Home's\nrights and obligations under the Sprint ATM service arrangement, once it is\nrestructured (the 'Sprint ATM Arrangement') provided that @Home shall remain\nliable for, and AT&T shall assume no liability for, termination charges,\nshortfall charges, charges for service provided prior to January 1, 1999, and\nother charges not directly related to the provision of ATM service under the\nSprint ATM Arrangement from January 1, 1999 forward. AT&T's willingness to\nassume the Sprint ATM Arrangement is contingent upon its review and assessment\nof the terms. In the event that AT&T incurs charges under the Sprint ATM\nArrangement in excess of [*], @Home will pay the amount of such\nexcess to AT&T as an Assumption Fee, except if AT&T does not deliver the Phase\nTwo Capacity by the Phase Two Commitment Date the charges incurred under the\nSprint ATM Arrangement from April 1, 1999 through the date on which AT&T\ndelivers the Phase Two Capacity will not be counted in calculating any\nAssumption Fee. The parties acknowledge and agree that (i) the assumption of the\nSprint ATM Arrangement by AT&T is an accommodation to @Home to induce it to\nenter into this Agreement and (ii) @Home has informed AT&T that it would not\nenter into this Agreement without this provision.\n\n                  3.2 Phase Two - [*] Capacity. AT&T shall provide, at no\nadditional cost to @Home, capacity (the 'Phase Two Capacity') along certain\nRoutes (collectively, the 'Phase Two Routes') as follows: [*] capacity on the\nRoutes and in the amounts listed on Exhibit C and in [*] capacity on the Routes\nlisted on Exhibit C. The 'Phase Two Service Components' shall include the Phase\nTwo Capacity and corresponding collocation and interconnection services as set\nforth in the Section entitled Collocation and Interconnection and Exhibit F.\nAT&T shall deliver the Phase Two Service Components so that they are Accepted no\nlater than [*] (the 'Phase Two Commitment Date'). The Phase Two Service\nComponents shall be subject to the testing and acceptance process set forth in\nthe Section entitled Testing and Acceptance. The Phase Two Service Components\nshall terminate upon Acceptance of the Phase Three Service Components (defined\nbelow).\n\n                  3.3 Phase Three - [*] Capacity. AT&T shall provide at no\nadditional cost to @Home [*](the 'Phase Three Capacity') on the Routes listed on\nExhibit D (the 'Phase Three Routes') in accordance with the terms of this\nAgreement including Exhibit B (Technical Specifications). The 'Phase Three\nService Components' shall include the Phase Three Capacity and corresponding\ncollocation and interconnection services as set forth in the Section entitled\nCollocation and Interconnection and Exhibit F. AT&T shall provide the Phase\nThree Service Components so that they are Accepted no later than the relevant\nscheduled delivery dates specified on Exhibit D (the 'Phase Three Delivery\nDates').\n\n                  3.4 Other Capacity. The parties agree to work together in good\nfaith to enter into a separate agreement or a contract tariff by January 31,\n1999 to cover @Home's additional [*] (or larger) needs. In addition, @Home, at\nits option, may order, and AT&T shall use commercially reasonable efforts to\npromptly provide, capacity on routes not available through the AT&T Network\n('Off-net Capacity'). AT&T shall provide such Off-net Capacity at [*] such is\nactually obtained by AT&T from a non-affiliated third-party carrier, subject to\nsuch other terms and conditions as apply between AT&T and such other carrier.\n\n         4. Delivery and Liquidated Damages\n\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n                                                                          Page 5\n\n\n                  4.1 Delivery. AT&T shall complete the construction,\ninstallation and testing of the Phase Two Service Components and the Phase Three\nService Components so that they are Accepted in accordance with the terms of\nthis Agreement and specifically Exhibit B (Technical Specifications) by the\nPhase Two Commitment Date and each of the applicable Phase Three Delivery Dates,\nrespectively. Notwithstanding the foregoing, each party understands that a risk\nof delay is inherent in the provisioning of Phase Three Service Components due\nto the extent of the project. Therefore, there shall be a completion grace\nperiod extending from each of the Phase Three Delivery Dates as indicated on\nExhibit D until August 31, 1999 (the 'Phase Three Commitment Date') for AT&T to\ncomplete the construction, installation and testing of the Phase Three Service\nComponents. There shall be no grace period associated with the Phase Two\nCommitment Date. The Phase Two Commitment Date and the Phase Three Commitment\nDate are hereinafter collectively referred to as the 'Commitment Dates.'\n\n                  4.2 Liquidated Damages. The parties agree that it would be\ndifficult to determine the precise amount of damages which @Home would suffer in\nthe event that the @Home Backbone Network or any portion thereof is not\ncompleted by the applicable Commitment Date. Therefore, the parties agree, as\ntheir best estimate of such damages to @Home that in the event that any of the\nService Components are not delivered and Accepted for any Significant Route by\nthe applicable Commitment Date, @Home shall receive a discount against the\npurchase price (the 'Discount') in the amount of [*] per month (prorated for\npartial months) per City Pair for such Significant Route. The Discount shall\ncontinue to accrue until the Service Components for such Significant Route are\ndelivered to and Accepted by @Home.\n\n                  4.3 Cover Service Components. In the event the Service\nComponents for any Route have not been Accepted 120 days after the applicable\nCommitment Date, @Home may, at its option, obtain equivalent capacity for the\nRoute from another carrier and AT&T shall reimburse @Home for all expenses\ncharged by such other carrier until such time that the Service Components are\nAccepted by @Home for the applicable Route. This cover remedy is in lieu of\nliquidated damages under Section 4.2 for such late delivery for the time such\nalternative capacity is provided.\n\n                  4.4 Alternate Service Components. If @Home has not Accepted\nthe Phase Three Service on any Route by the Phase Three Commitment Date, AT&T\nshall provide @Home with [*] between the [City Pairs] for each applicable\nRoute not yet Accepted (the 'Alternate Capacity'). The Alternate Service\nComponents shall include the Alternate Capacity and corresponding collocation\nand interconnection services as set forth in the Section entitled Collocation\nand Interconnection and Exhibit F. If necessary, AT&T will provide the Alternate\nService Components with services it obtains from another carrier. AT&T shall\nprovide the Alternate Service Components to @Home at no additional cost to\n@Home. To the extent that AT&T provides Alternate Service Components, @Home will\nnot have the right to obtain Cover Service Components as set forth in Section\n4.3, and will not have the right to liquidated damages under Section 4.2 for\nsuch late delivery for the time the Alternative Service Components are provided.\n\n                  4.5 Substantial Failure to Deliver Routes. If by March 31,\n2000, regardless of any Force Majeure Events, 70% of all the Phase Three Routes\nand associated Service Components have not been Accepted by @Home, then @Home\nshall have the right to \n\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n                                                                          Page 6\n\n\nterminate this Agreement by providing written notice thereof to AT&T. In such\nevent, AT&T shall refund to @Home any amounts actually paid by @Home to AT&T\npursuant to the Section entitled Payment, except that AT&T may withhold an\namount for each Accepted Route, the 'Usage Fee.' The Usage Fee shall equal the\nportion of the IRU Fee paid through the date of termination of this Agreement\nwith respect to such Route (calculated on a pro-rata basis based on mileage)\nmultiplied by a fraction. The fraction shall have a numerator equal to the\nnumber of months @Home was provided Service on such Route and a denominator of\n240. In addition, regardless of any Force Majeure Events, @Home may terminate\nthis Agreement with respect to any Route for which the Service Components have\nnot been Accepted within two years of the Effective Date.\n\n         5. Payment.\n\n                  5.1 IRU Fee. In consideration for the Interim Service and the\nIRUs granted hereunder in the Capacity, @Home shall pay AT&T [*].\n\n                  5.2 Maintenance. In consideration for the provision of\nmaintenance services provided by or arranged for by AT&T with respect to Phase\nThree Capacity in accordance with the Section entitled Operation, Maintenance\nand Repair, @Home shall pay AT&T a quarterly Maintenance Fee (as defined below)\nin arrears on a Route mileage basis (regardless of the amount of capacity used\non the Route). The mileage used to calculate the Maintenance Fee for each\nquarter shall be calculated by adding together the number of applicable Route\nmiles in use at the beginning and end of the quarter and dividing by two. The\n'Maintenance Fee' shall be the sum of two components: the 'Services Component'\nand the 'Repair\/Replacement Component'. The Services Component shall be equal to\n[*] per quarter per Route mile. The Repair\/Replacement Component shall be\nlower during the period the initial equipment used to provide the Capacity is\nnew to reflect AT&T's ability to take advantage of manufacturers' warranties.\nThe Repair\/Replacement Component shall be (a) [*] per quarter per Route mile\nduring the first three years of Phase Three Capacity on the relevant Route and\n(b) [*] per quarter per Route mile thereafter.\n\n                            5.2.1 CPI Increase. The Maintenance Fee shall be\nadjusted annually by the aggregate change in the Consumer Price Index, as set\nforth below. Beginning at the start of the first year for which the Maintenance\nFee applies, and each additional year thereafter, the Maintenance Fee payable\nhereunder shall be determined by multiplying the monthly Maintenance Fee set\nforth in Section 5.2 by a fraction, the numerator of which shall be (i) the\naverage of the monthly Consumer Price Indices for the 12 months immediately\npreceding the date on which the Maintenance Fee is to be adjusted and (ii) the\ndenominator of which shall be the average of the monthly Consumer Price Indices\nfor the 12 months immediately preceding the Effective Date of this Agreement.\n\n                  5.3 Collocation. In consideration for collocation at the AT&T\nPOPs @Home shall pay AT&T the amounts set forth in Exhibit F. AT&T shall charge\n@Home for rack spaces in Third-Party POPs only the actual cost therefor to AT&T,\nwithout mark-up.\n\n                            5.3.1 CPI Increase. The collocation charges shall be\nadjusted annually by the aggregate change in the Consumer Price Index, as set\nforth below. At the beginning of each calendar year beginning with 2000, the\ncollocation charges shall be \n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n                                                                          Page 7\n\n\ndetermined by multiplying such charges by a fraction, the numerator of which\nshall be (a) the average of the monthly Consumer Price Indices for the 12 months\npreceding the date on which the charge is to be adjusted and (b) the denominator\nof which shall be the average of the monthly Consumer Price Indices for the 12\nmonths immediately preceding the date on which the charges were first\nestablished under this Agreement.\n\n                  5.4 Invoicing and Payment Terms. AT&T shall send a bill to\n@Home for all charges payable under this Agreement. With the exception of the\nIRU Fee which each shall be due on the dates set forth in Exhibit I, @Home shall\npay all invoiced amounts within 30 days after the date of an invoice therefor.\n@Home's obligation to pay a charge that is subject to a specifically identified\ngood faith dispute will be suspended while the disputed charge is under\ninvestigation by AT&T if (a) @Home provides a written explanation of the basis\nfor such dispute prior to the date such payment is due or (b) an AT&T account\ninquiry and collections representative provides express written consent to\nsuspend the payment obligation pending investigation. If any amount due under\nthis Agreement not so disputed is not received within fifteen days after the\ndate due, then, in addition to its other remedies available under this\nAgreement, AT&T may in its sole discretion impose a late payment charge\ncalculated each month at the rate of 1% per month (or 12% per annum), such late\ncharge being payable upon demand by AT&T.\n\n         6. Upgrades and Expansion.\n\n                  6.1 Upgrade of @Home Backbone Network at @Home's Request. At\nany time after [*] and during the Term of this Agreement, @Home shall have the\nright to upgrade its Capacity on @Home Routes (a 'Requested Upgrade'). [*] @Home\nmay request such upgrade by providing written notice (the 'Upgrade Request\nNotice') to such effect to AT&T. The Upgrade Request Notice shall include the\nRoute(s) and the amount of additional capacity for each Route (provided however\nthe effective Capacity that @Home obtains shall not exceed the [*] for such\nRoute, except if @Home has previously made an Existing Route Expansion (as\ndefined below) for the Route that @Home desires, in which case the effective\ncapacity which @Home obtains shall not exceed the product of (a) the [*] for the\nRoute and (b) the [*] (as defined below) for the Route). At such time, AT&T\nshall be obligated to provide @Home with (i) the Requested Upgrade or (ii)\nalternative capacity along the Routes and in the amount requested by @Home as\npart of the Requested Upgrade ('Additional Capacity Without Upgrade');. Within\n60 days of the date of the Upgrade Request Notice, AT&T shall respond in writing\n(the 'Upgrade Response Notice') indicating whether it has selected option (i) or\noption (ii) above and providing a detailed description of the upgraded\ntransmission system or the capacity, as applicable, the anticipated time line\nfor installation, completion and delivery, as applicable and the [*]. Within 30\ndays after receipt of the Upgrade Response Notice, @Home shall provide AT&T with\nwritten confirmation of @Home's desire (or lack thereof) to proceed with the\nRequested Upgrade. @Home shall pay for the Requested Upgrade in accordance with\nthe Section entitled Upgrade Payment Terms and AT&T shall use commercially\nreasonable efforts to provide the additional Capacity promptly.\n\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n                                                                          Page 8\n\n\n                  6.2 Expansion of @Home Backbone Network. At any time after\nAugust 31, 1999 and during the Term of this Agreement, @Home shall have the\nright to request an expansion of the @Home Backbone Network to (a) include\nRoutes not then on the @Home Backbone Network (a 'Route Expansion') or (b)\ninclude additional capacity above [*] on an @Home Route then in use (an\n'Existing Route Expansion'), (in either case, a 'Requested Expansion'). In\nconnection with a Requested Expansion, @Home shall have the right to purchase\nfrom AT&T additional [*] Capacity (a) in a Route Expansion, on such Routes up to\n[*] or (b) in an Existing Route Expansion, up to an amount of capacity above the\nMarket Equivalent Capacity as specified by @Home (the [*] requested in an\nExisting Route Expansion above [*] is referred to as the '[*]') @Home may\nrequest such expansion by providing written notice (the 'Expansion Request\nNotice') to such effect to AT&T. The Expansion Notice shall include the new\nRoute(s) and the amount of additional capacity for each new Route that @Home\ndesires. At such time, AT&T shall provide @Home with (i) the Requested Expansion\nusing such upgraded facilities; or (ii) alternative capacity in the amount\nrequested by @Home as part of the Requested Expansion ('Additional Expansion\nCapacity Without Upgrade'); provided however that in either case, the Capacity\nthat @Home obtains shall not exceed (a) in the case of a Route Expansion, the\n[*] or (b) in the case of an Existing Route Expansion, the product of (1) [*]\nmultiplied by (2) the sum of [*]. Within 60 days of the date of the Expansion\nRequest Notice, AT&T shall respond in writing (the 'Expansion Response Notice')\nindicating whether it has selected option (i) or option (ii) above and providing\na detailed description of the upgraded transmission system or the capacity, as\napplicable, the anticipated time line for installation, completion and delivery,\nas applicable and the [*]. Within 30 days after receipt of the Expansion\nResponse Notice, @Home shall provide AT&T with written confirmation of @Home's\ndesire (or lack thereof) to proceed with the Requested Expansion. @Home shall\npay for the Requested Expansion in accordance with the Section entitled\nExpansion Payment Terms and AT&T shall use commercially reasonable efforts to\nprovide the additional Capacity promptly.\n\n                  6.3 Upgrade of @Home Backbone Network During AT&T Network\nUpgrade. AT&T shall provide written notice (the 'Upgrade Notice') to @Home of\neach 'Upgrade' of the AT&T Network. An 'Upgrade' is any change to the AT&T\nNetwork, including but not limited to [*]. The Upgrade Notice shall include a\ndetailed description of the upgraded transmission system (including routes,\nengineering and capacity), anticipated time line for installation, completion\nand delivery and the [*]. @Home may elect to participate in the Upgrade and to\nretain AT&T to upgrade the @Home Backbone Network (or such portions of the @Home\nBackbone Network as @Home requests) by providing notice (the 'Upgrade Acceptance\nNotice') to such effect to AT&T in writing within 30 days of receiving the\nUpgrade Notice. The Upgrade Acceptance Notice shall include the Routes and the\namounts of capacity for each Route that @Home desires. @Home may elect to\nparticipate in the AT&T Network upgrade on individual Routes, rather than for\nthe entire Upgrade. @Home may at any time in the future request Service\nComponents on the Upgraded portions of the AT&T Network in \n\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n                                     Page 9\n\n\naccordance with the Section entitled Upgrade of @ Home Backbone Network at @\nHome's Request.\n\n                  6.4 Forecasting and Planning. AT&T and @Home shall meet twice\na year to review @Home's network forecasts, AT&T network planning and status and\nto discuss the current [*]. In the event the parties do not agree upon [*] for\nany Route, at the option of either party, determination of [*] at such time\nshall be referred to the binding decision of a mutually acceptable independent\nthird party. If the parties do not agree upon such a third party within 30 days\nof the exercise of such option, an independent third party will be chosen\nthrough arbitration under the terms of this Agreement.\n\n                  6.5 Transition to New Service. In the event an Upgrade, an\nExpansion or a Requested Upgrade requires a transfer of @Home's Service\nComponents to different electronics, AT&T will effect the transfer in accordance\nwith mutually acceptable transition procedures approved by the engineering\ngroups of @Home and AT&T.\n\n                  6.6 Collocation with Upgrade or Expansion. In connection with\na Requested Upgrade, an Upgrade or an Expansion, AT&T shall provide collocation\nservices to @Home in a manner sufficient to meet @Home's needs. @Home shall pay\nthe cost for such collocation as set forth in Exhibits F and I.\n\n                  6.7 Acceptance of Upgrade and Expansion. Testing, Acceptance\nand payment subsequent thereto of a Requested Upgrade, an Upgrade or an\nExpansion shall be in accordance with the section entitled Testing and\nAcceptance herein, provided however, that in the event the specifications set\nforth in Exhibit B are no longer applicable to the technology employed at the\ntime of a Requested Upgrade, an Upgrade or an Expansion, the parties shall\nmutually agree in writing to specifications in line with industry standards\nprior to the testing.\n\n                  6.8 City-Pair Split. At @Home's request, AT&T shall allow\n@Home to split any Route between the two cities of a City Pair if AT&T has a\npoint of presence (the 'New POP') in between the two cities. In such case, AT&T\nshall provide @Home with collocation (three rack spaces) and interconnection at\nthe New POP. AT&T's only charge for allowing and implementing such split in the\nCity Pair will be for the collocation. @Home shall pay the cost for such\ncollocation as set forth in Exhibits E and I.\n\n         7. Payment for Upgrades and Expansions.\n\n                  7.1 Additional Capacity Cost. Pricing for additional upgrading\nto a new higher capacity shall be determined by the following:\n\n[*]\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n\n                                    Page 10\n\n\n[*]\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n                                                                         Page 11\n\n\n                            7.1.2 Fiber Cost. [*] @Home shall pay [*] per Route\nmile for the right to use fiber in connection with extending the Capacity to an\nadditional Route usage of fiber on any non-@Home Route. @Home shall pay an\namount equal to the product of (a) [*] per Route mile and (b) the [*] for the\nright to use fiber in connection with an Existing Route Expansion. The route\nmileage for new Routes shall be determined by AT&T's final as-built circuit\ndesigns.\n\n                  7.3 Upgrade and Expansion Payment Terms. Upon agreeing to\nparticipate in an upgrade or expansion @Home shall owe AT&T [*]. Upon Acceptance\nin accordance with the Section entitled Testing and Acceptance and delivery of\nthe Service Components along the upgraded or expanded portion of the @Home\nBackbone Network, @Home shall pay the remainder of [*] in the Upgrade Response\nNotice, the Upgrade Notice or the Expansion Notice, as applicable. The Section\nentitled Invoicing and Payment Terms shall apply to the [*].\n\n         8. Audit of Certain Upgrade, Expansion and Discount-Related Invoices.\n@Home may undertake an audit under this Section in connection with a billing\ndispute or after payment of the relevant invoice to evaluate the accuracy of\npricing and calculations for such invoice. For a period of twelve (12) months\nfrom the date payment of the relevant invoice by @Home is first due, AT&T agrees\nto maintain records [*] related to an invoice, and to make such records\navailable to a representative of @Home (or, at AT&T's option, to a third-party\nauditor acceptable to both parties) at reasonable times at AT&T headquarters on\nprior notice in connection with an audit requested by @Home under this Section.\nAll costs related to such audit will be borne by @Home. All documents reviewed\nin connection with such an audit shall be subject to confidential treatment as\nset forth in the Section entitled Confidentiality. If the audit discloses an\nerror in the pricing or discounts made available to @Home, and such audit\nindicates @Home paid too much, AT&T and @Home will promptly review the\nconclusions of the audit and, where AT&T concurs, AT&T shall pay @Home the\namounts due within 15 days of its concurrence. In the event the audit reveals\nthat @Home was charged too little, @Home shall pay the difference within 30 days\nof receiving an invoice from AT&T therefor. If the parties disagree, either\nparty may seek to resolve the matter through arbitration as set forth in the\nSection entitled Arbitration.\n\n         9. Testing and Acceptance.\n\n                  9.1 Testing. Prior to making any Capacity available to @Home\nunder this Agreement, AT&T shall test the Capacity on a Route-specific basis\n('Testing') to ensure that the Capacity is in conformity with the technical\nspecifications set forth in Exhibit B (the 'Specifications'). If any Testing\nestablishes that the Capacity does not conform to the Technical Specifications,\nAT&T promptly shall correct such nonconformity and conduct additional Testing\nprior to making the Service Components available to @Home.\n\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n                                                                         Page 12\n\n\n                  9.2 Acceptance. If AT&T determines, that for a particular\nRoute, that the Testing results show that the Capacity meets the Specifications\nand that the Service Components are available for @Home's use, AT&T shall\nprovide @Home with written notice to that effect (the 'Delivery Notice'). The\nDelivery Notice shall include the Testing results, a description of the\navailable Service Components (including circuit identifiers) and the date the\nService Components will be available. Prior to providing the Delivery Notice\nAT&T shall use commercially reasonable efforts to deliver @Home the applicable\nrack spaces pursuant to a Collocation Agreement in the AT&T POP for installation\nof its equipment. If @Home fails to give a Non-Acceptance Notice (defined below)\nor makes a special request for an extension of the acceptance period (during\nwhich period the applicable Commitment Date for the Route shall be tolled)\nwithin 30 days after @Home's receipt of the Delivery Notice, @Home shall be\ndeemed to have accepted the Service Components for such Route(s) effective as of\nsuch thirtieth day. The earliest of (i) such date, (ii) the date @Home informs\nAT&T that it has accepted the Service Components, or (iii) the date that @Home\nactually begins commercial use of the Service Component shall be deemed the\n'Acceptance Date' for that Service Component and such Service Component shall be\n'Accepted.' @Home shall have the right to extend the acceptance period for 15\ndays upon written request to AT&T.\n\n                  9.3 Non-Acceptance. If within the 30-day period (or the 45-day\nperiod if applicable) described above, @ Home gives AT&T a written notice of any\nnonconformity of the Capacity to the Specifications or stating that the Service\nComponents are not available for @ Home's use ('Non-Acceptance Notice'),\nAcceptance shall not occur. A Non-Acceptance Notice must either specifically\nidentify the Specifications with which @Home contends the Capacity does not\nconform, or provide an explanation of the manner and extent to which the Service\nComponent is not available. @Home will promptly upon AT&T's written request,\ngive reasonably specific additional information to AT&T regarding the claimed\nnonconformity and , from the date of Non-Acceptance Notice until such\ninformation is provided, any applicable Commitment Date shall be tolled. AT&T\nshall use commercially reasonable efforts to correct such nonconformity and make\nthe Service Component available within 10 days of receipt of @Home's valid\nNon-Acceptance Notice. Upon completion of such correction, AT&T shall notify\n@Home by providing a Delivery Notice, after which @Home shall have 10 days for\nAcceptance or for @Home to provide additional notice of a failure to deliver the\nService Components by providing a Non-Acceptance Notice. Such process shall be\nrepeated until Acceptance, provided however, if AT&T fails to correct any\nnonconformity of any Capacity to the Technical Specifications or to provide the\nService Components within 90 days after the date of the first Delivery Notice,\n@Home may at its option terminate this Agreement with respect to the affected\nRoute(s) only, upon written notice to AT&T. In such case, AT&T need no longer\ndeliver the affected Route(s), and @Home need no longer pay any amounts due for\nsuch Route(s).\n\n         10. Operation, Maintenance and Repair.\n\n                  10.1 Purchase, Repair or Replacement of Electronic Equipment.\nAT&T shall purchase, repair and replace all electronic equipment related to the\nprovision of the Service Components at all times.\n\n                  10.2 Operating Standards. During the term of this Agreement,\nAT&T shall operate the @Home Backbone Network in accordance with the same\nstandards with which AT&T operates the AT&T Network and in any case, with at\nleast the standard of care in the industry.\n\n\n\n                                                                         Page 13\n\n\n                  10.3 Maintenance and Repair. During the Term hereof, AT&T\nshall be responsible, at its sole expense, for the emergency and non-emergency\nmaintenance, and repair of the AT&T Network and the @ Home Backbone Network, so\nas to assure continuing conformity of the @Home Backbone Network with the\nSpecifications. If routine, scheduled maintenance of the @Home Backbone Network\nis expected to result in any interruption of the Service, AT&T shall so notify\n@Home in writing at least 10 business days prior to commencing such routine\nmaintenance. AT&T shall schedule major maintenance of the @Home Backbone Network\nat a time selected by AT&T to limit adverse user impacts.\n\n                  10.4 Use of Subcontractors. AT&T may contract with qualified\ncontractors for the performance of any maintenance and repair services\ncontemplated by this Agreement, including unaffiliated contractors, but shall\nremain responsible for the performance of such services in accordance with the\nrequirements of this Agreement.\n\n                  10.5 Response to Interruptions. Subject to geographic\nlimitations, AT&T shall exercise commercially reasonable efforts to respond to\nany Unscheduled Interruption (defined below) involving AT&T facilities\ndelivering the Service within four hours, measured in each case from the time\nthat AT&T receives notice of an interruption and ending at the time a qualified\nAT&T technician arrives at the site of the reported problem.\n\n                  10.6 Credit for Total Interruptions.\n\n                            10.6.1 A Total Interruption is: (a) any situation in\nwhich @Home suffers a total loss of connectivity in one or more Routes, lasting\ntwo or more hours, which loss is not caused by @Home, and that does not occur\nwithin or as a result of equipment connections that @Home provides. In the event\nof a Total Interruption that is due to circumstances within AT&T's reasonable\ncontrol (fiber cuts shall not be deemed to be within AT&T's reasonable control),\n@Home shall be entitled to an allowance in the form of a credit against amounts\notherwise payable by @Home under this Agreement, calculated as set out below. No\ncredit will be provided for any scheduled interruption. Any credit shall be\napplied to the next monthly maintenance invoice issued to @Home.\n\n                            10.6.2 @Home shall be credited for each [ * ] hour\nperiod of a Total Interruption within AT&T's reasonable control in a specific\nRoute at a rate of [ * ] for each such period of a Total Interruption for each\nRoute where the Total Interruption occurs, the duration of such Interruption\nbeing measured from (i) the time of notice to AT&T's network control center that\na Total Interruption has occurred to (ii) the time of restoration of the\nService.\n\n                            10.6.3 If there shall occur, within any period of 12\nconsecutive months, more than four Total Interruptions caused by factors within\nAT&T's reasonable control on the AT&T Network, AT&T will demonstrate to @Home\nactions taken by AT&T to reduce such Interruptions. If there shall occur more\nthan two additional Total Interruptions due to factors within AT&T's reasonable\ncontrol within the subsequent three month period, @Home may at its option\nterminate this Agreement upon written notice to AT&T, but only with respect to\nthe affected Route(s).\n\n                  10.7 Interference. In any instance in which AT&T believes in\ngood faith that @Home's use of the @Home Backbone Network is interfering\nunreasonably with the use of \n\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n                                                                         Page 14\n\n\nAT&T service by others or the operation of the AT&T Network, AT&T may\nimmediately restrict or suspend the Service Components, without liability on the\npart of AT&T, and then notify @Home of the action that AT&T has taken and the\nreason for such action. For purposes of the foregoing sentence, the normal usage\nby @Home of all or any part of the Capacity shall be deemed to be reasonable. To\nthe extent doing so does not interfere with its ability to prevent such\ninterference, AT&T will attempt to limit any restriction or suspension under\nthis Section to the Service Components that are causing such interference.\n\n                  10.8 Ongoing Service Quality Review. The Parties shall\nestablish an informal mechanism for maintaining communications channels between\ntheir respective network staffs related to service quality on the Routes. In the\nevent that there arises a service quality issue that a party deems to be\nsignificant and that is not resolved in a satisfactory manner through the\nestablished mechanism, the dissatisfied party may escalate the matter to senior\nmanagement of the other party for resolution, at the level of an executive vice\npresident or higher.\n\n         11. Relocation. Unless the circumstances make such notice\nimpracticable, AT&T shall give @Home at least 90 days prior written notice of\nany scheduled relocation of any portion of the @Home Backbone Network, and as\nmuch advance notice as possible of any unscheduled relocation. AT&T shall have\nthe right to direct any relocation of any portion of the @Home Backbone Network,\nincluding but not limited to the right to determine the extent and timing of,\nand the methods to be used for, such relocation; provided, however, that unless\notherwise agreed, any such relocation: (i) shall be constructed and tested in\naccordance with the Specifications, and (ii) shall not result in any\nInterruption in excess of two hours or degradation of the Service Components. In\nthe event an AT&T POP or a Third-Party POP is relocated or replaced, by a new\nsite, AT&T shall relocate the applicable @Home Service Components (including any\nfacilities necessary to continue the AT&T and third-party interconnections in\nplace immediately prior to the relocation or replacement). Any such relocation\nshall be undertaken at no cost to @Home, except in cases where relocation is\naccompanied by additions or other work to benefit @Home and for which @Home\nagrees in writing to pay.\n\n         12. Term of the Agreement. This Agreement is binding on the parties as\nof the Effective Date and, subject to the termination provisions of this\nAgreement, shall remain in effect for 20 years from the Acceptance Date of all\nRoutes listed on Exhibit D (the 'Term') . This Agreement, including the Service\nComponents granted under this Agreement, may be renewed upon terms mutually\nagreed upon by the parties in writing.\n\n         13. Use of the Services and Restriction on Resale. @Home may use the\nService Components for any lawful purpose and @Home represents and warrants that\nits use of the Service Components and its offering of services using the @Home\nBackbone Network will comply with all applicable government codes, ordinances,\nlaws, rules, regulations and\/or restrictions. @Home may sell, trade, exchange or\notherwise make available to any person or entity any service so long as @Home's\nrouters and packet switches or packet based successor equipment are used.\n\n         14. Indemnification.\n\n\n\n                                                                         Page 15\n\n\n                  14.1 @Home shall indemnify, defend, and hold harmless AT&T and\nits directors, officers, employees, agents, subsidiaries, affiliates, successors\nand assigns from any and all third party claims, damages and expenses whatsoever\n(including reasonable attorneys' fees) arising on account of or in connection\nwith @Home's use of the Service Components provided under this Agreement,\nincluding but not limited to: (a) claims arising from any failure, breakdown,\ninterruption or deterioration of service components provided by AT&T to @Home or\nservice provided by @Home to third parties; and (b) claims of patent\ninfringement arising from combining or using services or equipment furnished by\nAT&T in connection with services or equipment furnished by others. @Home's\nindemnification obligations do not apply to claims for damages to real or\ntangible personal property or for bodily injury or death negligently caused by\nAT&T.\n\n                  14.2 AT&T shall indemnify, defend, and hold harmless @Home and\nits directors, officers, employees, agents, subsidiaries, affiliates,\nsuccessors, and assigns from all claims of patent infringement arising solely\nfrom the use of the Services.\n\n                  14.3 The parties hereby expressly recognize and agree that\neach party's said obligation to indemnify, defend, protect and save the other\nharmless is not a material obligation to the continuing performance of the\nparties' other obligations, if any, hereunder. In the event that a party shall\nfail for any reason to so indemnify, defend, protect and save the other\nharmless, the injured party hereby expressly recognizes that its sole remedy in\nsuch event shall be the right to bring an arbitration proceeding pursuant to the\nterms of this Agreement against the other party for its damages as a result of\nthe other party's said failure to indemnify, defend, protect and save harmless.\nThese obligations shall survive the expiration or termination of this Agreement.\n\n                  14.4 Nothing contained herein shall operate as a limitation on\nthe right of either party hereto to bring an action for damages against any\nthird party, including indirect, special or consequential damages, based on any\nacts or omissions of such third party as such acts or omissions may affect the\nconstruction, operation or use of the AT&T Network or the @Home Backbone\nNetwork, as the case may be; provided, however, that each party hereto shall\nassign such rights of claims, execute such documents and do whatever else may be\nreasonably necessary to enable the other party to pursue any such action against\nsuch third party.\n\n         15. [Reserved]\n\n         16. Limitation of Liability.\n\n                  16.1 EXCEPT AS SET FORTH IN THE SECTIONS ENTITLED DELIVERY AND\nLIQUIDATED DAMAGES, AND CREDIT FOR TOTAL INTERRUPTIONS OR AS OTHERWISE SPECIFIED\nHEREIN, THE LIABILITY OF AT&T ASSOCIATED WITH THE INSTALLATION, PROVISION, USE,\nMAINTENANCE, REPAIR, TERMINATION OR RESTORATION OF SERVICE COMPONENTS PROVIDED\nPURSUANT TO THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE PRORATED\nPORTION OF CHARGES FOR THE AFFECTED SERVICE COMPONENTS FOR THE PERIOD DURING\nWHICH THAT SERVICE COMPONENT WAS AFFECTED.\n\n\n\n                                                                         Page 16\n\n\n                  16.2 NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE\nCONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY\nSPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES,\nWHETHER FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH, TRANSMISSION\nINTERRUPTIONS OR PROBLEMS, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF\nPROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUE, COST OF CAPITAL, COST OF\nREPLACEMENT SERVICES, OR CLAIMS OF CUSTOMERS, WHETHER OCCASIONED BY ANY REPAIR\nOR MAINTENANCE PERFORMED BY, OR FAILED TO BE PERFORMED BY, THE FIRST PARTY OR\nANY OTHER CAUSE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT,\nBREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY. THIS PARAGRAPH SHALL NOT BE\nCONSTRUED TO LIMIT EITHER PARTY'S ABILITY TO RECOVER UNDER THE SECTION ENTITLED\nINDEMNIFICATION WITH RESPECT TO CLAIMS OF THIRD PARTIES BROUGHT AGAINST SUCH\nPARTY OR THE RIGHT TO RECOVER LIQUIDATED DAMAGES UNDER THE SECTIONS ENTITLED\nDELIVERY AND LIQUIDATED DAMAGES AND OPERATION, MAINTENANCE AND REPAIR.\n\n                  16.3 PURSUANT TO THIS SECTION, NO PARTY SHALL BE PREVENTED\nFROM MAKING A CLAIM OR FILING SUIT AGAINST AN INDEPENDENT CONTRACTOR FOR\nSPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES\nARISING OUT OF SUCH INDEPENDENT CONTRACTOR'S PERFORMANCE OF MAINTENANCE OR\nREPAIR SERVICES FOR THE SYSTEM OWNER, BUT THE PARTY MAKING THE CLAIM OR FILING\nSUIT AGREES THAT IT WILL NOT SEEK RECOVERY OF SUCH DAMAGES TO THE EXTENT SUCH\nINDEPENDENT CONTRACTOR HAS A CONTRACTUAL OR COMMON LAW RIGHT OF RECOVERY AGAINST\nOR AN INDEMNITY FROM THE OTHER PARTY.\n\n         17. Notice.\n\n                  17.1 Unless otherwise provided herein, all notices and\ncommunications concerning this Agreement shall be in writing and addressed to\nthe other party as follows:\n\n               If to @Home:                 At Home Corporation\n                                            425 Broadway Street\n                                            Redwood City, California 94063\n                                            Attention:  General Counsel\n                                            Telephone: (650) 569-5000\n                                            Facsimile No: (650) 482-4606\n\n               with a copy to:              Michael P. Whalen, Esq.\n                                            Riordan & McKinzie\n                                            695 Town Center Drive, Suite 1500\n                                            Costa Mesa, CA  92626\n                                            Facsimile No: (714) 549-3244\n\n\n\n                                                                         Page 17\n\n\n               If to AT&T:                  AT&T Corp.\n                                            4450 Rosewood Drive Room 5155\n                                            Pleasanton, California, 94588\n                                            Attn:  Douglas Markling\n                                            General Manager - @Home\n                                            Facsimile No: (925) 224-6556\n\n               with a copy to:              AT&T Corp.\n                                            295 North Maple Avenue\n                                            Basking Ridge, New Jersey, 07920\n                                            Attn:  David J. Ritchie\n                                            General Attorney - Wholesale Markets\n                                            Facsimile No: (908) 953-8360\n\nor at such other address as may be designated in writing to the other party.\n\n                  17.2 Unless otherwise provided herein, notices shall be sent\nby registered or certified U.S. Mail, postage prepaid, or by commercial\novernight delivery service, or by facsimile, and shall be deemed served or\ndelivered to the addressee or its office on the date of receipt acknowledgment\nor, if postal claim notices are given, on the date of its return marked\n'unclaimed,' provided, however, that upon receipt of a returned notice marked\n'unclaimed,' the sending party shall make reasonable effort to contact and\nnotify the other party by telephone.\n\n         18. Confidentiality. The parties hereto agree that this Agreement and\nthe terms hereof are 'Confidential Information' as defined in the Nondisclosure\nAgreement dated as of September 8, 1998 between the parties. Notwithstanding the\nterms of that agreement however, either party may disclose the contents of, or\ninformation concerning, this Agreement to the extent required by law after using\nreasonable efforts to consult with the other party regarding such disclosure\nand, as applicable, using reasonable efforts to obtain confidential treatment\nfrom the applicable regulatory agency regarding the pricing terms hereof.\n\n         18A Use of Marks Nothing in this Agreement creates in a party any\nrights in the other party's trade names, trademarks, service marks or any other\nintellectual property. Except as may be otherwise agreed between the parties in\nwriting:\n\n                  18A.1 Either party may use the other party's trade names,\ntrademarks, or service marks only to the extent such use is not prohibited by\nthis Agreement and is otherwise permitted by law (including but not limited to\nthe Lanham Act).\n\n                  18A.2 In no event shall either party use or display, in\nadvertising or otherwise, any of the other party's logos, trade dress, trade\ndevices or other indicia of origin, or any confusingly similar logos, trade\ndress, trade devices or indicia of origin.\n\n                  18A.3 Neither party shall conduct business under the other\nparty's corporate or trade name, trademark, service mark, logo, trade dress,\ntrade device, indicia of origin or other symbol that serves to identify and\ndistinguish the other party from its competitors, or under any \n\n\n\n                                                                         Page 18\n\n\nconfusingly similar corporate or trade name, trademark, service mark, logo,\ntrade dress, trade device, indicia of origin or other symbol.\n\n                  18A.4 Neither party (the 'First Party') shall indicate or\nimply to any third party that the First Party is affiliated with the other\nparty, that the First Party is authorized by the other party to sell or provide\nservice to them, that the First Party is providing (or will provide) service to\nsuch party jointly or in collaboration or partnership with the other party, or\nas the agent of the other party, or that service provided by the First Party or\nanother carrier is provided by the other party.\n\n                  18A.5 Except to the limited extent (if any) as may be required\nunder law, neither party shall indicate or imply to any existing or potential\nend user that any portion of the service provided to the end user by a party is\nprovided by the other party or is carried over the other party's network or\nfacilities.\n\n         19. Default.\n\n                  19.1 A party may deliver to the other party a written 'Notice\nof Default' for: (i) failing to make any payment owed hereunder, when no bona\nfide dispute exists (a 'Monetary Default'); or (ii) the breaching by either\nparty or its agents, assigns or affiliates of any Material Provision; or (iii)\nthe filing or initiating of proceedings by or against a party seeking\nliquidation, reorganization or other such relief under any federal or state\nbankruptcy or insolvency law (a 'Bankruptcy Proceeding'). Such Notice of Default\nmust prominently contain the following sentences in capital letters: 'THIS IS A\nFORMAL NOTICE OF A BREACH OF CONTRACT. FAILURE TO CURE SUCH BREACH WILL HAVE\nSIGNIFICANT LEGAL CONSEQUENCES.'\n\n                  19.2 A party that has received a Notice of Default arising out\nof a Monetary Default shall have 30 days to cure. If @Home fails to cure a\nMonetary Default within the cure period, AT&T shall have the right to either (a)\nsuspend its performance obligations under this Agreement, (b) seek an award for\nthe past due balance, including interest and reasonable attorneys' fees, and\/or\n(c) require @Home to post a reasonable deposit or other adequate assurance of\npayment as a condition of continuing performance by AT&T. Notwithstanding the\nforegoing, AT&T may not disconnect service or revoke the IRU with respect to any\nRoute except for non-payment of the IRU Fee with respect to any Route.\n\n                  19.3 A party that has received a Notice of Default arising out\nof an alleged breach of a Material Provision shall have 30 days to cure the\nalleged breach. If the defaulting party shall have commenced actions in good\nfaith to cure such defaults which are not susceptible of being cured during such\n30-day period, such period shall be extended (but not in excess of 90 additional\ndays) while such party continues such actions to cure. If such party fails to\ncure the breach within the applicable cure period, as long as such default shall\nbe continuing, the non-defaulting party shall have the right to either (a)\nsuspend its performance or payment obligations under this Agreement, (b) seek an\norder of specific performance, and\/or (c) seek the award of compensatory\ndamages. Any event of default by either party may be waived under the terms of\nthis Agreement at the other party's option.\n\n\n\n                                                                         Page 19\n\n\n         20. Termination.\n\n                  20.1 Upon the expiration of the Term of this Agreement, the\nServices Components shall terminate and @Home shall owe AT&T no additional\nconsideration.\n\n                  20.2 Notwithstanding the foregoing, no termination of this\nAgreement shall affect the rights or obligations of any party hereto with\nrespect to any payment hereunder for services rendered prior to the date of\ntermination or pursuant to the Sections entitled Indemnification, or Arbitration\nherein.\n\n         21. Force Majeure. If, by reason of any Force Majeure Event (as\nhereinafter defined), a party shall be unable to carry out any of its\nobligations (other than the payment of monetary amounts due) under this\nAgreement and that party gives the other party prompt written notice thereof,\nthen, except as otherwise set forth herein, any such obligations shall be\nsuspended to the extent made necessary by reason of such Force Majeure Event\nduring its continuance, provided that such party attempts to eliminate insofar\nas is reasonably possible the effect of such force majeure with all reasonable\ndispatch. The term 'Force Majeure Event' shall mean: (i) an act of God, (ii)\nfire, (iii) flood, (iv) explosion (v) material shortage or unavailability not\nresulting from the responsible Party's failure to timely place orders or take\nother necessary actions therefor, (vi) war, civil disorder, earthquake or labor\nstrikes or (vii) national emergency. The party claiming relief under this\nSection shall promptly notify the other in writing of the existence of the\nevent(s) (i) through (vii) relied on, the expected duration of the Force Majeure\nEvent, and the cessation or termination of said event.\n\n         22. Arbitration\n\n                  22.1 An 'Arbitrable Dispute' is any dispute or disagreement\narising between @Home and AT&T in connection with this Agreement in which the\ndollar amount in dispute is less than one million dollars ($1,000,000) or which\ninvolves quality issues not settled by the parties pursuant to the section\nentitled ongoing Service Quality Review. Any Arbitrable Dispute which is not\nsettled to the mutual satisfaction of @Home and AT&T within thirty (30) days\nfrom the date that either party informs the other in writing that such dispute\nor disagreement exists, shall be settled by arbitration in San Francisco,\nCalifornia in accordance with the Commercial Arbitration Rules of the American\nArbitration Association in effect on the date that such notice is given. If the\nparties are unable to agree on a single arbitrator within 15 days from the date\nof receipt of the notice notifying a party of a dispute or disagreement, each\nparty shall select an arbitrator within 15 days and the two arbitrators shall\nselect a third arbitrator within 10 days. The decision of the arbitrator(s)\nshall be final and binding upon the parties and shall include written findings\nof law and fact, and judgment may be obtained thereon by either party in a court\nof competent jurisdiction. Each party shall bear the cost of preparing and\npresenting its own case. The cost of the arbitration, including the fees and\nexpenses of the arbitrator(s), shall be shared equally by the parties hereto\nunless the award otherwise provides. The arbitrator(s) shall be instructed by\nthe parties to establish procedures such that a decision can be rendered by the\narbitrator(s) within 60 days of their appointment.\n\n                  22.2 The obligation herein to arbitrate shall not be binding\nupon any party with respect to requests for preliminary injunctions, temporary\nrestraining orders, specific performance or other procedures in a court of\ncompetent jurisdiction to obtain interim relief \n\n\n\n                                    Page 20\n\n\nwhen deemed necessary by such court to preserve the status quo or prevent\nirreparable injury pending resolution by arbitration of the actual dispute.\n\n         23. Waiver. The failure of either party hereto to enforce any of the\nprovisions of this Agreement, or the waiver thereof in any instance, shall not\nbe construed as a general waiver or relinquishment on its part of any such\nprovision, but the same shall nevertheless be and remain in full force and\neffect.\n\n         24. Taxes.\n\n                  24.1 @Home shall pay any applicable local, state and federal\ntaxes, levied upon the sale, installation, use or provision of the Services\nComponents, the IRU, or any equipment provided under this Agreement, except to\nthe extent @Home provides a valid tax exemption certificate to AT&T prior to the\ndelivery thereof.\n\n                  24.2 AT&T shall be responsible for and shall timely pay any\nand all (i) taxes and franchise, license and permit fees based on the physical\nlocation of the AT&T Network and the @Home Backbone Network; and (ii)\nright-of-way payments on the AT&T Network and the @Home Backbone Network. Each\nof AT&T and @Home shall be responsible for any and all sales, use, income, gross\nreceipts or other taxes assessed on the basis of revenues received by such party\ndue to its use of the AT&T Network and the @Home Backbone Network, respectively.\n\n         24A Equipment. AT&T shall retain title to all of its equipment and\nfacilities used to meet its performance obligations this Agreement.\n\n\n         25. Governing Law. This Agreement shall be governed by and construed in\naccordance with the domestic laws of the State of New York without reference to\nits choice of law principles.\n\n         26. Rules of Construction.\n\n                  26.1 The captions or headings in this Agreement are strictly\nfor convenience and shall not be considered in interpreting this Agreement or as\namplifying or limiting any of its content. Words in this Agreement which import\nthe singular connotation shall be interpreted as plural, and words which import\nthe plural connotation shall be interpreted as singular, as the identity of the\nparties or objects referred to may require.\n\n                  26.2 Unless expressly defined herein, words having well-known\ntechnical or trade meanings shall be so construed. All listing of items shall\nnot be taken to be exclusive, but shall include other items, whether similar or\ndissimilar to those listed, as the context reasonably requires.\n\n                  26.3 Except as set forth to the contrary herein, any right or\nremedy of AT&T or @Home shall be cumulative and without prejudice to any other\nright or remedy, whether contained herein or not.\n\n\n\n                                                                         Page 21\n\n\n                  26.4 Nothing in this Agreement is intended to provide any\nlegal rights to anyone not an executing party of this Agreement.\n\n                  26.5 This Agreement has been fully negotiated between and\njointly drafted by the parties.\n\n                  26.6 In the event of a conflict between the provisions of this\nAgreement and those of any Exhibit, the provisions of this Agreement shall\nprevail and such Exhibits shall be corrected accordingly.\n\n                  26.7 All actions, activities, consents, approvals and other\nundertakings of the parties in this Agreement shall be performed in a reasonable\nand timely manner. Except as specifically set forth herein, for the purpose of\nthis Section the normal standards of performance within the telecommunications\nindustry in the relevant market shall be the measure of whether a party's\nperformance is reasonable and timely.\n\n         27. Assignment. Neither Party shall assign or otherwise transfer this\nAgreement or its rights or obligations hereunder to any person or entity without\nthe prior written consent of the other party, which shall not be unreasonably\nwithheld or delayed; provided, however, that either party shall have the right,\nwithout the consent of the other, to grant a security interest in this Agreement\nor the rights hereunder as collateral to any lender, or to assign or otherwise\ntransfer the Agreement to any person or entity that controls, is under the\ncontrol of, or is under common control with the assigning party, or any\ncorporation into which such party may be merged or consolidated or that\npurchases all or substantially all of the assets of such party used by such\nparty in connection with the Capacity Service; provided, further, that any such\nassignment or transfer shall be subject to the other party's rights under this\nAgreement and any assignee or transferee (other than a lender, in the case of a\nsecurity interest) shall continue to perform the assigning or transferring\nparty's obligations under this Agreement. This Agreement is intended to pass by\noperation of law to any party to whom AT&T may assign all or substantially all\nof the AT&T Network, but only to the extent that it is in fact assigned.\n\n         28. Representations and Warranties. Each party represents and warrants\nthat:\n\n                  28.1 It has the full right and authority to enter into,\nexecute, deliver and perform its obligations under this Agreement;\n\n                  28.2 It has taken all requisite corporate action to approve\nthe execution, delivery and performance of this Agreement;\n\n                  28.3 This Agreement constitutes a legal, valid and binding\nobligation enforceable against such party in accordance with its terms; and\n\n                  28.4 EXCEPT AS PROVIDED IN THIS SECTION, AT&T MAKES NO\nWARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND SPECIFICALLY DISCLAIMS\nANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AT&T DOES\nNOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE\nSERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE SERVICES WILL PREVENT\nUNAUTHORIZED ACCESS BY THIRD PARTIES.\n\n\n\n                                                                         Page 22\n\n\n                  28.5 Its execution of and performance under this Agreement\nshall not violate any applicable existing regulations, rules, statutes, or court\norders of any local, state or federal governmental agency, court or body.\n\n         29. Entire Agreement; Amendment. This Agreement constitutes the entire\nand final agreement and understanding between the parties with respect to the\nsubject matter hereof and supersedes all prior agreements relating to the\nsubject matter hereof, which are of no further force or effect. The Exhibits\nreferred to herein are integral parts hereof and are hereby made a part of this\nAgreement. This Agreement may only be modified or supplemented by an instrument\nin writing executed by a duly authorized representative of each party.\n\n         30. No Personal Liability. Each action or claim against any party\narising under or relating to this Agreement shall be made only against such\nparty as a corporation, and any liability relating thereto shall be enforceable\nonly against the corporate assets of such party. No party shall seek to pierce\nthe corporate veil or otherwise seek to impose any liability relating to, or\narising from, this Agreement against any shareholder, employee, officer or\ndirector of the other party. Each of such persons is an intended beneficiary of\nthe mutual promises set forth in this Section and shall be entitled to enforce\nthe obligations of this Section.\n\n         31. Relationship of the Parties. The relationship between AT&T and\n@Home shall be that of independent contractors and not of principal and agent,\nfranchiser and franchisee, dealer and distributor, partners or joint venturers\nfor one another, and nothing contained in this Agreement shall be deemed to\nconstitute a partnership or agency agreement between them for any purposes,\nincluding, but not limited to federal income tax purposes. AT&T and @Home, in\nperforming any of their obligations hereunder, shall be independent contractors\nor independent parties and shall discharge their contractual obligations at\ntheir own risk. Each party acknowledges that nothing in this Agreement\ndiminishes or restricts in any way the rights of the parties to engage in\ncompetition with each other. Each party acknowledges that it remains at all\ntimes solely responsible for the success and profits of its own business.\n\n         32. Export Regulations. The parties acknowledge that any products,\nsoftware, and technical information (including, but not limited to, services and\ntraining) provided under this Agreement are subject to U.S. export laws and\nregulations and any use of or transfer of such products, software and technical\ninformation must be authorized under those regulations. @Home agrees that it\nwill not use distribute, transfer or transmit the products, software or\ntechnical information (even if incorporated into other products) except in\ncompliance with U.S. export regulations. If requested by AT&T, @Home also agrees\nto sign written assurances and other export-related documents as may be required\nfor AT&T to comply with U.S. export regulations.\n\n         33. Severability. If any term, covenant or condition herein shall, to\nany extent, be invalid or unenforceable in any respect under the laws governing\nthis Agreement, the remainder of this Agreement shall not be affected thereby,\nand each term, covenant or condition of this Agreement shall be valid and\nenforceable to the fullest extent permitted by law.\n\n\n\n                                                                         Page 23\n\n\n         34. Counterparts. This Agreement may be executed in one or more\ncounterparts, all of which taken together shall constitute one and the same\ninstrument.\n\n         IN WITNESS WHEREOF, in confirmation of their consent to the terms and\nconditions contained in this Agreement and intending to be legally bound\nthereby, the parties have executed this IRU Capacity Agreement on the dates\nshown below but effective for all purposes as of the Effective Date.\n\n\nAT&T CORP.                                  AT HOME CORPORATION\n\n                                  \nBy: \/s\/ MIKE ARMSTRONG                      By: \/s\/ THOMAS A. JERMALUK\n   -------------------------------             ---------------------------------\n\nTitle:                                      Title:\n      ----------------------------                ------------------------------\n\nDate: Dec. 19, 1998                         Date: Dec. 19, 1998\n     -----------------------------               -------------------------------\n\n\n\n                                                                         Page 24\n\n                                    EXHIBITS\n\nExhibit A      [Reserved]\n\nExhibit B      Technical Specifications\n\nExhibit C      Phase Two Capacity\n\nExhibit D      Phase Three Capacity\n\nExhibit E      AT&T POPs\n\nExhibit F      Collocation Agreement\n\nExhibit G      Third Party POPs\n\nExhibit H      [Reserved]\n\nExhibit I      Payment Terms\n\n\n\n\n\nEXHIBIT I                                                                 PAGE 1\n\n\n                                  PAYMENT TERMS\n\nIRU Fee. @Home shall pay proportionate amounts (the 'Route Payments') of the IRU\nFee Payment as listed below.\n\n[*]\n\n\n------------\n* Certain information on this page has been omitted and filed separately with \n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n\nEXHIBIT B                                                                 PAGE 1\n\n\n                             AT&T\/@Home Proprietary\n                      Subject to non-disclosure obligations\n                            TECHNICAL SPECIFICATIONS\n\nThe technical specifications for the Capacity are as set forth in the following\nAT&T Technical References, as revised from time to time, and such other\nTechnical References (or successor documents that state generally applicable\nservice specifications for applicable levels of service) that apply with respect\nto the Capacity furnished to @Home under this Agreement:\n\n         -        AT&T Technical Reference 54018 (OC-3)\n         -        AT&T Technical Reference 54077 (OC-12)\n         -        AT&T Technical Reference 54078 (OC-48)\n\nNotwithstanding specifications set forth in such Technical References (or\nsuccessor documents):\n\n                  (a) the average quarterly OC-48 circuit availability during\n         each day will be equal to or greater than [ * ]; and\n\n                  (b) the OC-48 error performance rate shall not exceed [ * ]\n         errored seconds (ES) per day and [ * ] severely errored seconds (SES)\n         per day.\n\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n\nEXHIBIT C                                                                 PAGE 1\n\n                               PHASE TWO CAPACITY\n\n@Home will be provided total bandwidth of [ * ] (either provisioned by \n[ * ] or an [ * ]) between each of these city pairs by [ * ]:\n\n\n\nCITY A                CITY Z              CLLI CODE A        CLLI CODE Z             MILES\n                                                                         \nSan Diego, CA         San Jose, CA        SNDGCA02           SNJSCA02                  454\nCamden, NJ            New York City, NY   CMDNNJCE           NYCMNYBW                  156\nSan Francisco, CA     Seattle, WA         SNFCCA21           STTLWA06                  731\nSan Francisco, CA     San Jose, CA        SNFCCA21           SNJSCA02                   45\nMishawaka, IN         Toledo, OH          MSHWINQ0010        TOLDOH21                  339\nSan Jose, CA          Salt Lake City, UT  SNJSCA02           SLKCUTMA                  731\nLamesa, TX            San Diego, CA       LAMSTXR0010        SNDGCA02                1,059\nDallas, TX            Lamesa, TX          DLLSTXTL           LAMSTXR0010               438\nBirmingham, AL        New Orleans, LA     BRHMALMT           NWORLAMA                  408\nGreenville, SC        Norfolk, VA         GNVLSCTL           NRFLVABS                  422\nNorfolk, VA           Washington DC       NRFLVABS           WASHDCSWW20               174\nCleveland, OH         Camden, NJ          CLEVOH02S10        CMDNNJCE                  417\nHartford, CT          New Haven, CT       HRFRCT03           NWHNCT02                  333\nBuffalo, NY           Hartford, CT        BFLONYFR           HRFRCT03                  463\nAtlanta, GA           Miami, FL           ATLNGATL           MIAMFLAC                  666\nMiami, FL             New Orleans, LA     MIAMFLAC           NWORLAMA                  884\nLongmont, CO          Omaha, NE           LNMTCO01           OMAHNENW                  546\nAmarillo, TX          Lamesa, TX          AMRLTXDR           LAMSTXR0010               220\nAnaheim, CA           Los Angeles, CA     ANHMCA01           LSANCA03                   43\nCamden, NJ            Newark, NJ          CMDNNJCE           NWRKNJ02                  146\nNewark, NJ            New York City, NY   NWRKNJ02           NYCMNYBW                    9\nSan Francisco, CA     San Jose, CA        SNFCCA21           SNJSCA02                   45\nDetroit, MI           Toledo, OH          DTRTMIBA           TOLDOH21                   70\nSan Jose, CA          Salt Lake City, UT  SNJSCA02           SLKCUTMA                  731\nLos Angeles, CA       Santa Barbara, CA   LSANCA03           SNBBCA01                   88\nSan Diego, CA         Phoenix, AZ         SNDGCA02           PHNXAZMA                  418\nLamesa, TX            Phoenix, AZ         LAMSTXR0010        PHNXAZMA                  641\nFort Worth, TX        Lamesa, TX          FTWOTXED           LAMSTXR0010               406\nIndianapolis, IN      Louisville, KY      IPLSINAT           LSVLKYCS                  110\nCleveland, OH         Indianapolis, IN    CLEVOH02S10        IPLSINAT                  389\nBirmingham, AL        New Orleans, LA     BRHMALMT           NWORLAMA                  408\nGreenville, SC        Norfolk, VA         GNVLSCTL           NRFLVABS                  422\nNorfolk, VA           Washington DC       NRFLVABS           WASHDCSWW20               174\nBaltimore, MD         Camden, NJ          BLTMMDCHT10        CMDNNJCE                  124\nCleveland, OH         Pittsburgh, PA      CLEVOH02S10        PITBPADGW10               155\nCamden, NJ            Philadelphia, PA    CMDNNJCE           PHLAPASL                    3\nNew Haven, CT         Providence, RI      NWHNCT02           PRVDRIGR                   99\nCambridge, MA         Providence, RI      CMBRMA01           PRVDRIGR                  131\nCambridge, MA         Hartford, CT        CMBRMA01           HRFRCT03                  103\nBuffalo, NY           Hartford, CT        BFLONYFR           HRFRCT03                  463\nAtlanta, GA           Orlando, FL         ATLNGATL           ORLDFLMA                  439\nMiami, FL             Orlando, FL         MIAMFLAC           ORLDFLMA                  228\nMiami, FL             Sarasota, FL        MIAMFLAC           SRSTFLMA                  182\nNew Orleans, LA       Sarasota, FL        NWORLAMA           SRSTFLMA                  702\nLongmont, CO          Omaha, NE           LNMTCO01           OMAHNENW                  546\n\n\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n\n\nEXHIBIT C                                                                 PAGE 2\n\n\n                                                                         \nAmarillo, TX          Lamesa, TX          AMRLTXDR           LAMSTXR0010               220\n\n\n\n\n\n\nEXHIBIT C                                                                 PAGE 3\n\n\n@Home will be provided an [*] between each of these city pairs by [*]:\n\n\n\n\nCITY A                CITY Z              CLLI CODE A        CLLI CODE Z             MILES\n                                                                         \nLongmont, CO          Seattle, WA         LNMTCO01           STTLWA06                1,201\nLongmont, CO          Salt Lake City, UT  LNMTCO01           SLKCUTMA                  446\nAmarillo, TX          Longmont, CO        AMRLTXDR           LNMTCO01                  558\nAmarillo, TX          Tulsa, OK           AMRLTXDR           TULSOKTB                  342\nDallas, TX            Tulsa, OK           DLLSTXTL           TULSOKTB                  248\nOmaha, NE             Tulsa, OK           OMAHNENW           TULSOKTB                  406\nChicago, IL           Omaha, NE           CHCGILCLW60        OMAHNENW                  433\nBirmingham, AL        Cleveland, OH       BRHMALMT           CLEVOH02S10               841\nChicago, IL           Cleveland, OH       CHCGILCLW60        CLEVOH02S10               669\nDallas, TX            New Orleans, LA     DLLSTXTL           NWORLAMA                  556\nAtlanta, GA           Birmingham, AL      ATLNGATL           BRHMALMT                  141\nAtlanta, GA           Greenville, SC      ATLNGATL           GNVLSCTL                  400\nCamden, NJ            Washington DC       CMDNNJCE           WASHDCSWW20               162\nBuffalo, NY           Cleveland, OH       BFLONYFR           CLEVOH02S10               173\nNew Haven, CT         New York City, NY   NWHNCT02           NYCMNYBW                   86\nSpokane, WA           Seattle, WA         SPKNWA01           STTLWA06                  313\nBillings, MT          Spokane, WA         BLNGMTMA           SPKNWA01                  460\nBillings, MT          Longmont, CO        BLNGMTMA           LNMTCO01                  429\nSan Francisco, CA     Portland, OR        SNFCCA21           PTLDOR62                  572\nPortland, OR          Seattle, WA         PTLDOR62           STTLWA06                  159\nLongmont, CO          Salt Lake City, UT  LNMTCO01           SLKCUTMA                  446\nSanta Barbara, CA     San Jose, CA        SNBBCA01           SNJSCA02                  243\nAnaheim, CA           San Diego, CA       ANHMCA01           SNDGCA02                   80\nDallas, TX            Fort Worth, TX      DLLSTXTL           FTWOTXED                   32\nAmarillo, TX          Denver, CO          AMRLTXDR           DNVRCOMA                  522\nDenver, CO            Longmont, CO        DNVRCOMA           LNMTCO01                   36\nAmarillo, TX          Oklahoma City, OK   AMRLTXDR           OKCYOKCE                  245\nOklahoma City, OK     Tulsa, OK           OKCYOKCE           TULSOKTB                   97\nDallas, TX            Tulsa, OK           DLLSTXTL           TULSOKTB                  248\nKansas City, MO       Tulsa, OK           KSCYMO09           TULSOKTB                  227\nKansas City, MO       Omaha, NE           KSCYMO09           OMAHNENW                  180\nChicago, IL           Des Moines, IA      CHCGILCLW60        DESMIADT                  312\nDes Moines, IA        Omaha, NE           DESMIADT           OMAHNENW                  121\nBirmingham, AL        Nashville, TN       BRHMALMT           NSVLTNMT                  183\nLouisville, KY        Nashville, TN       LSVLKYCS           NSVLTNMT                  158\nChicago, IL           Cleveland, OH       CHCGILCLW60        CLEVOH02S10               669\nDetroit, MI           Mishawaka, IN       DTRTMIBA           MSHWINQ0010               269\nDallas, TX            Houston, TX         DLLSTXTL           HSTNTX01                  225\nBaton Rouge, LA       Houston, TX         BTRGLAMA           HSTNTX01                  256\nBaton Rouge, LA       New Orleans, LA     BTRGLAMA           NWORLAMA                   75\nAtlanta, GA           Birmingham, AL      ATLNGATL           BRHMALMT                  141\nAtlanta, GA           Greenville, SC      ATLNGATL           GNVLSCTL                  400\nBaltimore, MD         Washington DC       BLTMMDCHT10        WASHDCSWW20                38\nBuffalo, NY           Cleveland, OH       BFLONYFR           CLEVOH02S10               173\nPhiladelphia, PA      Pittsburgh, PA      PHLAPASL           PITBPADGW10               259\nNew Haven, CT         New York City, NY   NWHNCT02           NYCMNYBW                   86\n\n\n\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n\nEXHIBIT C                                                                 PAGE 4\n\n\n[*]\n\n\n\nCITY A                CITY Z\n                   \nSan Diego, CA         San Jose, CA\nCamden, NJ            New York City, NY\nSan Francisco, CA     Seattle, WA\nSan Francisco, CA     San Jose, CA\nMishawaka, IN         Toledo, OH\nSan Jose, CA          Salt Lake City, UT\nLamesa, TX            San Diego, CA\nDallas, TX            Lamesa, TX\nBirmingham, AL        New Orleans, LA\nGreenville, SC        Norfolk, VA\nNorfolk, VA           Washington DC\nCleveland, OH         Camden, NJ\nHartford, CT          New Haven, CT\nBuffalo, NY           Hartford, CT\nAtlanta, GA           Miami, FL\nMiami, FL             New Orleans, LA\nLongmont, CO          Omaha, NE\nAmarillo, TX          Lamesa, TX\n\n\nCITY A                CITY Z\n\nLongmont, CO          Seattle, WA\nLongmont, CO          Salt Lake City, UT\nAmarillo, TX          Longmont, CO\nAmarillo, TX          Tulsa, OK\nDallas, TX            Tulsa, OK\nOmaha, NE             Tulsa, OK\nChicago, IL           Omaha, NE\nBirmingham, AL        Cleveland, OH\nChicago, IL           Cleveland, OH\nDallas, TX            New Orleans, LA\nAtlanta, GA           Birmingham, AL\nAtlanta, GA           Greenville, SC\nCamden, NJ            Washington DC\nBuffalo, NY           Cleveland, OH\nNew Haven, CT         New York City, NY\n\n\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n                                                                          Page 1\n\n                                                                       EXHIBIT D\n\n\n\n@Home will be provided an [*] between each of these city pairs by [*]:\n\n[*]\n\n\n\n\n\n\n\n\n\n\nCITY A                CITY Z              CLLI CODE A        CLLI CODE Z             MILES\n                                                                         \nLongmont, CO          Seattle, WA         LNMTCO01           STTLWA06                1,201\nSan Francisco, CA     Seattle, WA         SNFCCA21           STTLWA06                  731\nSan Francisco, CA     San Jose, CA        SNFCCA21           SNJSCA02                   45\nLongmont, CO          Salt Lake City, UT  LNMTCO01           SLKCUTMA                  446\nSan Jose, CA          Salt Lake City, UT  SNJSCA02           SLKCUTMA                  731\nSan Diego, CA         San Jose, CA        SNDGCA02           SNJSCA02                  454\nLamesa, TX            San Diego, CA       LAMSTXR0010        SNDGCA02                1,059 \nDallas, TX            Lamesa, TX          DLLSTXTL           LAMSTXR0010               438 \nAmarillo, TX          Longmont, CO        AMRLTXDR           LNMTCO01                  558\nAmarillo, TX          Tulsa, OK           AMRLTXDR           TULSOKTB                  342\nDallas, TX            Tulsa, OK           DLLSTXTL           TULSOKTB                  248\nOmaha, NE             Tulsa, OK           OMAHNENW           TULSOKTB                  406\nChicago, IL           Omaha, NE           CHCGILCLW60        OMAHNENW                  433\nBirmingham, AL        Cleveland, OH       BRHMALMT           CLEVOH02S10               841\nChicago, IL           Cleveland, OH       CHCGILCLW60        CLEVOH02S10               669\nMishawaka, IN         Toledo, OH          MSHWINQ0010        TOLDOH21                  339 \nDallas, TX            New Orleans, LA     DLLSTXTL           NWORLAMA                  556\nBirmingham, AL        New Orleans, LA     BRHMALMT           NWORLAMA                  408 \nAtlanta, GA           Birmingham, AL      ATLNGATL           BRHMALMT                  141\nAtlanta, GA           Greenville, SC      ATLNGATL           GNVLSCTL                  400\nGreenville, SC        Norfolk, VA         GNVLSCTL           NRFLVABS                  422\nNorfolk, VA           Washington, DC      NRFLVABS           WASHDCSWW20               174\nCamden, NJ            Washington DC       CMDNNJCE           WASHDCSWW20               162\nBuffalo, NY           Cleveland, OH       BFLONYFR           CLEVOH02S10               173\nCleveland, OH         Camden, NJ          CLEVOHO2S10        CAMDNNJCE                 417\nCamden, NJ            New York City, NY   CMDNNJCE           NYCMNYBW                  156\nNew Haven, CT         New York City, NY   NWHNCT02           NYCMNYBW                   86\nHartford, CT          New Haven, CT       HRFRCT03           NWHNCT02                  333\nBuffalo, NY           Hartford, CT        BFLONYFR           HRFCT03                   463\nAtlanta, GA           Miami, FL           ATLAGATL           MIAMFLAC                  666\nMiami, FL             New Orleans, LA     MIAMFLAC           NWORLAMA                  884\nLongmont, CO          Omaha, NE           LNMTCO01           OMAHNENW                  548\nAmarillo, TX          Lamesa, TX          AMRLTXDR           LAMSTXR0010               220\n\n\nSpokane, WA           Seattle, WA         SPKNWA01           STTLWA06                  313\nBillings, MT          Spokane, WA         BLNGMTMA           SPKNWA01                  460\nBillings, MT          Longmont, CO        BLNGMTMA           LNMTCO01                  429\nSan Francisco, CA     Portland, OR        SNFCCA21           PTLDOR62                  572\nPortland, OR          Seattle, WA         PTLDOR62           STTLWA06                  159\nSan Francisco, CA     San Jose, CA        SNFCCA21           SNJSCA02                   45\nLongmont, CO          Salt Lake City, UT  LNMTCO01           SLKCUTMA                  446\nSan Jose, CA          Salt Lake City, UT  SNJSCA02           SLKCUTMA                  731\nSanta Barbara, CA     San Jose, CA        SNBBCA01           SNJSCA02                  243\n\n\n                             AT&T\/@Home Proprietary\n                     Subject to non-disclosure obligations\n\n* Certain information on this page has been omitted and filed separately with\n  the Commission. Confidential treatment has been requested with respect to the\n  omitted portions.\n\n\n\n\n    Exhibit D\n\n\n\nCITY A                        CITY 2               CLLI CODE A        CLLI CODE Z             MILES\n                                                                                  \nLos Angeles, CA          Santa Barbara, CA         LSANCA03           SNBBCA01                  88\nAnaheim, CA              Los Angeles, CA           ANHMCA01           LSANCA03                  43\nAnaheim, CA              San Diego, CA             ANHMCA01           SNDGCA02                  80\nSan Diego, CA            Phoenix, AZ               SNDGCA02           PHNXAZMA                 418\nLamesa, TX               Phoenix, AZ               LAMSTXR0010        PHNXAZMA                 641\nDallas, TX               Fort Worth, TX            DLLSTXTL           FTWOTXED                  32\nFort Worth, TX           Lamesa, TX                FTWOTXED           LAMSTXR0010              406\nAmarillo, TX             Denver, CO                AMRLTXDR           DNVRCOMA                 522\nDenver, CO               Longmont, CO              DNVRCOMA           LNMTCO01                  36\nAmarillo, TX             Oklahoma City, OK         AMRLTXDR           OKCYOKCE                 245\nOklahoma City, OK        Tulsa, OK                 OKCYOKCE           TULSOKTB                  97\nDallas, TX               Tulsa, OK                 DLLSTXTL           TULSOKTB                 248\nKansas City, MO          Tulsa, OK                 KSCYMOO9           TULSOKTB                 227\nKansas City, MO          Omaha, NE                 KBCYMOO9           OMAHNENW                 180\nChicago, IL              Des Moines, IA            CHCGILCLW60        DESMIADT                 312\nDes Moines, IA           Omaha, NE                 DESMIADT           OMAHNENW                 121\nBirmingham, AL           Nashville, TN             BRHMALMT           NSVLTNMT                 183\nLouisville, KY           Nashville, TN             LSVLKYCS           NSVLTNMT                 158\nIndianapolis, IN         Louisville, KY            IPLSINAT           LSVLKYCS                 110\nCleveland, OH            Indianapolis, IN          CLEVOH02S10        IPLSINAT                 389\nChicago, IL              Cleveland, OH             CHCGILCLW00        CLEVOH02S10              669\nDetroit, MI              Mishawaka, IN             DTRTMIBA           MSHWINQ0010              269\nDetroit, MI              Toledo, OH                DTRTMIBA           TOLDOH21                  70\nDallas, TX               Houston, TX               DLLSTXTL           HSTNTX01                 225\nBaton Rouge, LA          Houston, TX               BTRGLAMA           HSTNTX01                 256\nBaton Rouge, LA          New Orleans, LA           BTRGLAMA           NWORLAMA                  75\nBirmingham, AL           New Orleans, LA           BRHMALMT           NWORLAMA                 406\nAtlanta, GA              Birmingham, AL            ATLNGATL           BRHMALMT                 141\nAtlanta, GA              Greenville, SC            ATLNGATL           GNVLSCTL                 400\nGreenville, SC           Norfolk, VA               GNVLSCTL           NRFLVABS                 422\nNorfolk, VA              Washington, DC            NRFLVABS           WASHDCSWW20              174\nBaltimore, MD            Camden, NJ                BLTMMDCHT10        CMDNNJCE                 124\nBaltimore, MD            Washington, DC            BLTMMDCHT10        WASHDCSWW20               38\nBuffalo, NY              Cleveland, OH             BFLONYFR           CLEVOH02S10              173\nCleveland, OH            Pittsburgh, PA            CLEVOH02S10        PITBPADGW10              155\nPhiladelphia, PA         Pittsburgh, PA            PHLAPASL           PITBPADGW10              259\nCamden, NJ               Philadelphia, PA          CMDNNJCE           PHLAPASL                   3\nCamden, NJ               Newark, NJ                CMDNNJCE           NWRKNJ02                 146\nNewark, NJ               New York City, NY         NWRKNJ02           NYCMNYBW                   9\nNew Haven, CT            New York City, NY         NWHNCT02           NYCMNYBW                  86\nNew Haven, CT            Providence, RI            NWHNCT02           PRVDRIGR                  99\nCambridge, MA            Providence, RI            CMBRMA01           PRVDRIGR                 131\nCambridge, MA            Hartford, CT              CMBRMA01           HRFRCT03                 103\nBuffalo, NY              Hartford, CT              BFLONYFR           HRFRCT03                 463\nAtlanta, GA              Orlando, FL               ATLNGATL           ORLDFLMA                 439\nMiami, FL                Orlando, FL               MIAMFLAC           ORLDFLMA                 228\nMiami, FL                Sarasota, FL              MIAMFLAC           SRSTFLMA                 182\nNew Orleans, LA          Sarasota, FL              NWORLAMA           SRSTFLMA                 702\nLongmont, CO             Omaha, NE                 LNMTCO01           OMAHNENW                 546\nAmarillo, TX             Lamesa, TX                AMRLTXDR           LAMSTXR0010              220\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6782,6783],"corporate_contracts_industries":[9510,9519],"corporate_contracts_types":[9613,9620],"class_list":["post-42346","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-at-home-corp","corporate_contracts_companies-at-t-corp","corporate_contracts_industries-technology__programming","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42346","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42346"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42346"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42346"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42346"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}