1 [LETTERHEAD] The General Manager Exhibit 10.11(a) NYNEX CableComms Bolton The Tolworth Tower 19 July 1996 Ewell Road Surbiton Surrey KT6 7ED Dear Sir, INTERCONNECT AGREEMENT BETWEEN NYNEX CABLECOMMS BOLTON AND BRITISH TELECOMMUNICATIONS PLC DATED 19 DAY OF JULY 1996 ("THE AGREEMENT") We refer to the Agreement. Words and expressions used in this letter have the same meaning as in the Agreement. This letter is an agreement in writing by us pursuant to paragraph 30 of the Agreement. Interim Charges are agreed for the services to be provided by the Operator, on a provisional basis, pursuant to paragraph 13.2 of the Agreement (in addition to provisions of paragraphs 19 and 20 of the Agreement), listed in: a) Annex 1 attached to this letter with effect from 1/04/95 for the Financial Year in Question (1/04/95 to 31/03/96); and b) Annex 2 attached to this letter with effect from 1/04/96 for the Financial Year in Question (1/04/96 to 31/03/97). It is agreed pursuant to paragraph 13.2.1 that the charges listed in Annex 1 shall be reviewed on the date that a determination by the Director General of the Final Charges for Standard Services provided by BT for the Financial Year in Question (1/04/95 to 31/03/96) is published. It is further agreed pursuant to paragraph 13.2.1 that the charges listed in Annex 2 shall be reviewed on the date that a determination by the Director General of the: a) Interim Charges; and b) Final Charges for Standard Services provided by BT for the Financial Year in Question (1/04/96 to 31/3/97) is published. Following the above reviews any changes to the charges for the Financial Year in Question (1/04/95 to 31/03/96) for any service provided by the Operator, will take effect from 1/04/95 and the Operator or BT, as the case may be, shall recalculate the charges in respect of such service for the Financial Year in Question using the new charge and calculate the interest for any sum overpaid or underpaid at the OFTEL Interest Rate calculated from the later of the date on which the relevant charges were due to be paid or were paid to the date on which the difference is paid. Following the above reviews any changes to the charges for the Financial Year in Question (1/04/96 to 31/03/97) for any service provided by the Operator, will take effect from 1/04/96 and the Operator 1 of 9 2 or BT, as the case may be, shall recalculate the charges in respect of such service for the Financial Year in question using the new charge and calculate the interest for any sum overpaid or underpaid at the OFTEL Interest Rate calculated from the later of the date on which the relevant charges were due to be paid or were paid to the date on which the difference is paid. It is agreed that the charges for the services to be provided by the Operator under Schedule 546 are those referred to in Annex 3 attached to this letter. Yours faithfully , Accepted and agreed: /s/ [illegible] /s/ [illegible] For and on behalf of For and on behalf of BRITISH TELECOMMUNICATIONS PLC NYNEX CABLECOMMS BOLTON 2 of 9 3 ANNEX 1 FINANCIAL YEAR IN QUESTION 01/4/95 TO 31/03/96 NYNEX CABLECOMMS BOLTON The Interim Charges to be inserted into the Carrier Price List for the following schedules to the Interconnect Agreement between NYNEX CableComms Bolton and BT are : - SCHEDULE Daytime Evening Weekend 541 1.174 0.693 0.519 545 1.174 0.693 0.519 NOTES : 1) Daytime, Evening and Weekend are as defined in the BT Revised Standard Contract. 2) Charges are quoted in Pence per Minute. 3 of 9 4 ANNEX 1 CONT IN SPAN INTERCONNECTION (ISI) & INTERCONNECT EXTENSION CIRCUITS See ANNEX C, Schedule 01 of the Revised Standard Contract.. OPERATOR CHARGES The Review Date for charges under this Schedule is 1st April 1996 and each anniversary thereafter. DESCRIPTION INTERIM CHARGE ISI - - - Connection of ISI Interconnect Link Pounds Sterling Nil - - - Rental of ISI Interconnect Link from jointing chamber to BT premises where the jointing chamber is: - - - Agreed Pounds Sterling Nil - - - Nominated Pounds Sterling 125.00 per 100 metres p.a. (1,2,3b,8) - - - new duct See BT Retail Price List (MegaStream) INTRABUILDING LINKS (9) - - - Connection Pounds Sterling 1 161.00 per 2 Mbit/s - - - Rental Pounds Sterling 68.00 per 2 Mbit/s p.a. (3a) SIGNALLING LINK SET (including one route type) - unidirectional - - - Connection Pounds Sterling 2790.00 per 2x2 Mbit/s - - - Rental Pounds Sterling 188.00 per 2x2 Mbit/s p.a. (3a) Additional Route Type if ordered at same time as Pounds Sterling 416.00 per Traffic Signalling Link Set - Connection. Route Additional Route Type if ordered subsequent to Pounds Sterling 666.00 per Traffic Signalling Link Set - Connection. Route MULTIPLEXOR SERVICE FOR PDH - - - Connection Pounds Sterling 296.00 per 2 Mbit/s - - - Rental Pounds Sterling 15.00 per 2 Mbit/s p.a. (3a) MULTIPLEXOR SERVICE FOR SDH - - - Connection Pounds Sterling 584.00 per 2 Mbit/s - - - Rental Pounds Sterling 122.50 per 2 Mbit/s p.a. (3a) 4 of 9 5 DESCRIPTION INTERIM CHARGE INTERCONNECTION EXTENSION CIRCUIT (IEC) - - - Connection Pounds Sterling 440.87 per 2 Mbit/s - - - Rental - Fixed Element Pounds Sterling 3253.26 per 2 Mbit/s p.a. (3a) - - - plus Rental - per Km charge Pounds Sterling 43.62 per 2 M/bits p.a. (3a & 7) RE-ARRANGEMENTS (6) - - - of a Route Type Pounds Sterling 514.00 per Traffic Route - - - of a Signalling Link Set, including one Route Pounds Sterling 874.00 per 2x2 Type, to a different BT Switch Connection. Mbit/s - - - of an additional Route Type to a different Pounds Sterling 416.00 per BT Switch Connection. Traffic Route - - - of an Intrabuilding Link to a different Pounds Sterling 514.00 per 2 BT Switch Connection. Mbit/s - - - of a Signalling Link Set, including one Route Pounds Sterling 1791.00 per 2x2 Type, to a different Operator Switch Connection. Mbit/s - - - of an additional Route Type to a different Pounds Sterling 416.00 per Operator Switch Connection. Traffic Route - - - of an Intrabuilding Link to a different Pounds Sterling 972.00 per 2 Operator Switch Connection. Mbit/s Operator Switch modification due to BT bearer change Pounds Sterling 626.00 per 2 Mbit/s NOTES : 1) Distance charged will be radial distance between relevant buildings and the Point of Connection. 2) Or part thereof, ignoring the first 100 metres. 3a) Rental is payable annually in advance. 3b) Rental is payable annually in arrears. 4) Distance charged will be actual distance. 5) Charges to be met by the Party requesting the Capacity re-arrangement. 6) Rental charges will continue to apply to re-arranged links. 7) Distance charged will be the radial distance between the relevant building and the Remote Switch. 8) The rental is calculated in accordance with Schedule 01 paragraph 11. 9) If an IBL contains a Signalling Link supporting unidirectional traffic, that IBL charge is contained within the unidirectional Signalling Link Set Charge applicable to that Signalling link 5 of 9 6 ANNEX 2 FINANCIAL YEAR IN QUESTION 01/4/96 TO 31/03/97 NYNEX CABLECOMMS BOLTON The Interim Charges to be inserted into the Carrier Price List for the following schedules to the Interconnect Agreement between NYNEX CableComms Bolton and BT are : - SCHEDULE Daytime Evening Weekend 541 1.174 0.693 0.519 545 1.174 0.693 0.519 Notes : 1) Daytime, Evening and Weekend are as defined in the BT Revised Standard Contract. 2) Charges are quoted in Pence per Minute. Ref: PR/VF/L10-65 6 of 9 7 ANNEX 2 CONT IN SPAN INTERCONNECTION (ISI) & INTERCONNECT EXTENSION CIRCUITS See ANNEX C, Schedule 01 of the Revised Standard Contract.. OPERATOR CHARGES The Review Date for charges under this Schedule is 1st April 1997 and each anniversary thereafter. DESCRIPTION INTERIM CHARGE ISI - - - Connection of ISI Interconnect Link Pounds Sterling Nil - - - Rental of ISI Interconnect Link from jointing chamber to BT premises where the jointing chamber is: - - - Agreed Pounds Sterling Nil - - - Nominated Pounds Sterling 125.00 per 100 metres p.a. (1,2,3b,8) - - - new duct See BT Retail Price List (MegaStream) INTRABUILDING LINKS (9) - - - Connection Pounds Sterling 1161.00 per 2 Mbit/s - - - Rental Pounds Sterling 68.00 per 2 Mbit/s p.a. (3a) SIGNALLING LINK SET (including one route type) - unidirectional - - - Connection Pounds Sterling 2790.00 per 2x2 Mbit/s - - - Rental Pounds Sterling 188.00 per 2x2 Mbit/s p.a. (3a) Additional Route Type if ordered at same time as Pounds Sterling 416.00 per Signalling Link Set - Connection. Traffic Route Additional Route Type if ordered subsequent to Pounds Sterling 666.00 per Signalling Link Set - Connection. Traffic Route MULTIPLEXOR SERVICE FOR PDH - - - Connection Pounds Sterling 296.00 per 2 Mbit/s - - - Rental Pounds Sterling 15.00 per 2 Mbit/s p.a. (3a) MULTIPLEXOR SERVICE FOR SDH - - - Connection Pounds Sterling 584.00 per 2 Mbit/s - - - Rental Pounds Sterling 122.50.00 per 2 Mbit/s p.a. (3a) 7 of 9 8 DESCRIPTION INTERIM CHARGE INTERCONNECTION EXTENSION CIRCUIT (IEC) - - - Connection Pounds Sterling 440.87 per 2 Mbit/s - - - Rental - Fixed Element Pounds Sterling 3253.26 per 2 Mbit/s p.a. (3a) - - - plus Rental - per Km charge Pounds Sterling 43.62 per 2 M/bits p.a. (3a & 7) RE-ARRANGEMENTS (6) - - - of a Route Type Pounds Sterling 514.00 per Traffic Route - - - of a Signalling Link Set, including one Route Pounds Sterling 874.00 per Type, to a different BT Switch Connection. 2x2 Mbit/s - - - of an additional Route Type to a different Pounds Sterling 416.00 per BT Switch Connection. Traffic Route - - - of an Intrabuilding Link to a different Pounds Sterling 514.00 per BT Switch Connection. 2 Mbit/s - - - of a Signalling Link Set, including one Route Pounds Sterling 1791.00 Type, to a different Operator Switch Connection. per 2x2 Mbit/s - - - of an additional Route Type to a different Pounds Sterling 416.00 per Operator Switch Connection. Traffic Route - - - of an Intrabuilding Link to a different Pounds Sterling 972.00 per Operator Switch Connection. 2 Mbit/s Operator Switch modification due to BT bearer change Pounds Sterling 626.00 per 2Mbit/s NOTES : 1) Distance charged will be radial distance between relevant buildings and the Point of Connection. 2) Or part thereof, ignoring the first 100 metres. 3a) Rental is payable annually in advance. 3b Rental is payable annually in arrears. 4) Distance charged will be actual distance. 5) Charges to be met by the Party requesting the Capacity re-arrangement. 6) Rental charges will continue to apply to re-arranged links. 7) Distance charged will be the radial distance between the relevant building and the Remote Switch. 8) The rental is calculated in accordance with Schedule 01 paragraph 11. 9) If an IBL contains a Signalling Link supporting unidirectional traffic, that IBL charge is contained within the unidirectional Signalling Link Set Charge applicable to that Signalling link 8 of 9 9 ANNEX 3 FINANCIAL YEAR IN QUESTION 01/4/96 TO 31/03/97 NYNEX CABLECOMMS BOLTON SCHEDULE 546 The charges specified from time to time in the Carrier Price List for Schedule 541 shall apply to Calls under Schedule 546. 9 of 9