Seventh Amendment to Cost Sharing National IRU Agreement between Level 3 Communications, LLC and Splitrock Services, Inc.
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Summary
This amendment updates the existing Cost Sharing National IRU Agreement between Level 3 Communications, LLC and Splitrock Services, Inc. It grants Splitrock additional rights to use certain intercity fiber optic segments, specifies payment terms for these rights, and outlines recurring charges for fiber use and power consumption. The amendment also replaces a previous purchase option and confirms that all other terms of the original agreement remain in effect. The agreement is effective as of September 2000 and details the specific fiber segments and payment schedules involved.
EX-10.68 3 0003.txt SEVENTH AMENDMENT TO COST SHARING IRU AGREEMENT NOTE: Redacted portions have been marked with asterisks (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. Exhibit 10.68 SEVENTH AMENDMENT TO COST SHARING NATIONAL IRU AGREEMENT THIS SEVENTH AMENDMENT TO COST SHARING NATIONAL IRU AGREEMENT ("Amendment") is made and entered into as of the ____ day of September 2000 (the "Amendment Effective Date"), by and between LEVEL 3 COMUNICATIONS, LLC, a Delaware limited liability company ("Grantor") and SPLITROCK SERVICES, INC., a Delaware corporation ("Grantee"). This Amendment modified and amends that certain Cost Sharing National IRU Agreement dated April 26, 1999 between Grantor and Grantee (the "Agreement"). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. RECITALS -------- A. Grantee desires to obtain an IRU in additional intercity fibers within and along Segments of the Grantor System, and Grantor desires to convey to Grantee an IRU in the additional fibers specified herein, subject to and in accordance with the terms and provisions set forth in this Amendment. B. (***) C. (***) TERMS OF AMENDMENT ------------------ Accordingly, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor and Grantee hereby agree as follows: ARTICLE 1 (***) ARTICLE 2 ADDITIONAL FIBERS ----------------- 2.01 Grantee desires to add fiber to certain Segments of the Grantor System (collectively, the "Additional Intercity Fibers"), as specified in Exhibits "A- 1" and "A-2," attached hereto. Grantor shall initially provide Grantee with an IRU in a portion of the Additional Intercity Fibers on the Scheduled Completion Dates specified in Exhibit "A-1" (the "First Additional Intercity Fibers"). Grantor shall then provide Grantee with an IRU in the remainder of the Additional Intercity Fibers on the Scheduled Completion Dates specified in Exhibit "A-2" (the "Second Additional Intercity Fibers"). 2.02 Grantee shall pay to Grantor an IRU Contribution for the Additional Intercity Fibers on a per Segment basis in the amounts specified in Exhibits "A- 1" and "A-2." The IRU Contribution shall be due from Grantee to Grantor with respect to the Additional NOTE: Redacted portions have been marked with asterisks (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. Intercity Fibers in each Segment as follows: (i) (***) percent ((***)%) on the Amendment Effective Date (which equates to $(***)), and (ii) (***) percent ((***)%) on the Acceptance Date of such Segment. 2.03 The Additional Intercity Fibers shall be considered Grantee Fibers under the Agreement. The IRU with respect to Additional Intercity Fibers in a Segment shall commence as of the IRU Effective Date of each Segment. 2.04 The parties recognize, acknowledge and agree that Grantee's purchase of an IRU in the Additional Intercity Fibers replaces the Option contained in Section 3.02 of the Agreement, and the Option shall be of no further force and effect. ARTICLE 3 (***) ARTICLE 4 (***) ARTICLE 5 RECURRING CHARGES ----------------- 5.01 Section 13.02 of the Agreement, as amended by the First Amendment, shall be deleted and replaced as follows: In consideration for Grantor's responsibilities under Article 12, subject to the adjustments described in Sections 13.03 and 13.05 (i) Grantee shall pay to Grantor on the first (1st) day of each calendar month, in advance, with respect to each Segment, commencing with the Acceptance Date of such Segment and continuing until the expiration of the Term of the IRU with respect to such Segment, $(***) per Route Mile (for up to twelve (12) Grantee Fibers), $(***) per Route Mile (for up to sixteen (16) Grantee Fibers), and $(***) per Route Mile (for up to thirty-six (36) Grantee Fibers), (the "Monthly Charge"); and (ii) Grantee shall pay the following charges for the consumption of power needed to operate Grantee's electronic and optronic equipment: $(***) per amp per month for AC power, and $(***) per amp per month for DC power (collectively, the "Utility Charge"). If Grantor incurs an increase in power charges for the consumption of power needed to operate Grantee's electronic and optronic equipment at Regeneration Facilities, Terminal Facilities and Opamp Facilities along the Grantor System, Grantor may increase the Utility Charge, however, said increase shall occur not more than annually. Grantee shall notify Grantor in writing of its initial power requirements within sixty (60) days following execution of this Agreement, or any subsequent amendments, as applicable, and shall provide Grantor written updates for any increased power needs during the Term. 5.02 The parties recognize that Grantee has the right to utilize a minimum of (***) amps per rack or (***) amps per (***) square feet of space occupied in the Facilities, and that Grantor and Grantee shall establish a power delivery schedule for this power within thirty (30) days of the Amendment Effective Date. NOTE: Redacted portions have been marked with asterisks (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. ARTICLE 6 RATIFICATION ------------ Except as amended by the First, Second, Third, Fourth, Fifth, Sixth and this Seventh Amendment, the original terms and provisions of the Agreement shall continue in full force and effect and the Agreement, as amended by the First, Second, Third, Fourth, Fifth, Sixth and this Seventh Amendment, is hereby ratified and confirmed. IN WITNESS WHEREOF, Grantor and Grantee have executed this Amendment as of the date first written above. LEVEL 3 COMMUNICATIONS, LLC SPLITROCK SERVICES, INC. By: ____________________________ By: __________________________ Title: ___________________________ Title: _________________________ Date: ___________________________ Date: _________________________ NOTE: Redacted portions have been marked with asterisks (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. Exhibit "A-1" First Additional Intercity Fibers Segments/City Pairs
NOTE: Redacted portion have been marked with asterisks (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.
NOTE: Redacted portions have been marked with asterisks (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. Exhibit "A-2" Second Additional Intercity Fibers Segments/City Pairs
NOTE: Redacted portions have been marked with asterisks (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission.
NOTE: Redacted portions have been marked with asterisks (***). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. Exhibit "K" Grantee Space Requirements
