Exhibit 10.1
Note: Certain material has been omitted from this document pursuant to a request
for confidential treatment and has been filed separately with the SEC. Notations
of [ * * * ] have been used to indicate such an omission.
Amendment No. 1
to Fixed Point Microwave Services Agreement
Dated September 17, 1997,
between PathNet, Inc. and KN Energy, Inc.
This amendment no. 1 (the "Amendment") entered into as of September 2, 1998,
supplements and amends the terms of the Fixed Point Microwave Services Agreement
("Agreement"), dated September 17, 1997, between PathNet, Inc. and KN Energy,
Inc. Capitalized terms not otherwise defined herein shall have the meanings set
forth in the Agreement.
The Agreement is hereby amended and supplemented as follows:
1. Section 1.1.40: The following shall be added as a new sentence at the
end of Section 1.1.40: "Facilities shall include any Interconnection
Sites, as defined in Section 4.7, whether owned by Incumbent or a third
party."
Section 2.3: The following shall be added as a new clause to the end of
Section 2.3: "; provided, however, Incumbent may (i) operate the PCS,
cellular or other communication services for such Facilities, so long
as such services do not Interfere with the System or (ii) provide a
singular telecommunications path for the limited purposes of
interconnecting from such Facilities."
2. Section 4.1.6: The following section shall be added to the Agreement:
4.1.6 Certain Additional Costs. Subject to Section 4.1.3, Incumbent
shall pay for the Incumbent Estimated Costs incurred as a result of
(i)[ * * * ]. Notwithstanding the foregoing, Incumbent shall pay for
the [ * * * ].
3. Section 4.7: The following section shall be added to the Agreement:
4.7 Interconnections. Pathnet and Incumbent shall jointly develop
Interconnection sites at the following locations: (i) Scott's
Bluff, Nebraska; (ii) Casper, Wyoming; and (iii) Kearney,
Nebraska (each an "Interconnection Site"). Pathnet, at its
discretion and with Incumbent's cooperation, shall determine
the site specific location of each Interconnection Site
(including the latitude and longitude of such site). [ * * * ]
4. Section 5.2: The entire Section 5.2 is deleted and replaced as follows:
5.2.1 Capacity. Pathnet shall pay to Incumbent, as consideration for
the Leased Premises:
(a) commencing on Commissioning of the Initial System and
ending at the end of the [ * * * ] after Commissioning of the
Initial System, an allocation of up to[ * * * ] (the equivalent
of [ * * * ]) on the System, with a maximum cross sectional
density of up to [ * * * ] of digital capacity, as set forth by
the Parties in the Channel Plan; provided, that Incumbent and
Incumbent's Affiliates use such allocation of DS-1's only for
their own respective internal communications needs; and
(b) commencing at the [ * * * ] after Commissioning of the
Initial System, an allocation of up to [ * * * ] (the equivalent
of [ * * * ]), with a maximum cross sectional density of up to [*
* * ] of digital capacity, as set forth by the Parties in the
Channel Plan; provided, that Incumbent and Incumbent's Affiliates
use such allocation of DS-1's only for their own respective
internal communications needs.
5.2.2 Revenue. Pathnet shall pay to Incumbent, as consideration for the
Leased Premises:
(a) commencing on Commissioning and ending at the end of the
[ * * * ] after Commissioning of the Initial System and any
Capacity Expansion, [ * * * ] of the Revenue, if any, from the
sale of PathNet Excess Capacity relating to the Initial System or
any Capacity Expansion (PathNet shall retain the remaining [ * *
* ] of such Revenue, except as required as a referral fee to be
paid by Incumbent pursuant to Section 9.2.2) on a
Segment-by-Segment basis; and
(b) commencing at the [ * * * ] after Commissioning of the
Initial System and any Capacity Expansion, [ * * * ] of the
Revenue, if any, from the sale of PathNet Excess Capacity
relating to the Initial System or any Capacity Expansion (PathNet
shall retain the remaining [ * * * ] of such Revenue except as
required as a referral fee to be paid by Incumbent pursuant to
Section 9.2.2) on a Segment-by-Segment basis.
5. Section 5.4.2: The following shall be added as a new clause at the end
of the first and second sentences of Section 5.4.2: "or with Pathnet's
ability to maintain, operate, expand or extend the System."
6. Section 9.1.4: The following shall be deleted from the second sentence
of Section 9.1.4: " to KN Field Services, Inc. which may provide,
market, sell or lease circuits to its customers for the limited purpose
of monitoring data from oil and/or gas wells" and replaced with "to KN
Field Services, Inc. or any other KN Energy, Inc. subsidiary for the
purpose of providing voice or data services to such subsidiary or
customers of such subsidiary; provided such customers shall in no event
purchase greater than one (1) DS-1 of capacity."
7. Section 9.3: The following shall be added as a new sentence at the end
of Section 9.3: "If and to the extent Incumbent purchases Available
Excess Capacity, Incumbent shall receive any and all Revenue pursuant
to Section 5.2; provided, however, Incumbent shall not receive any
Revenue pursuant to Section 9.2.2."
8. Section 9.11.1: The following shall be deleted from the first sentence
of Section 9.11.1 "any and all revenue generated" and replaced with
"any and all past-due revenue generated."
9. Section 10.3: The following shall be deleted from the first sentence of
Section 10.3 "compliance with all United States" and replace with
"compliance with all requirements imposed by lessors of any of the
Facilities or sites, including the United States."
10. Section 11.3: The following shall be added as a new sentence to the end
of Section 11.3. "Incumbent shall promptly repair and replace any
damaged property to the extent reasonably necessary to permit Pathnet
to operate the System and exercise its rights and obligations
hereunder."
11. Section 13.1.6: The following shall be added as a new sentence to the
end of Section 13.1.6: "Each Party shall take all necessary steps to
keep in full force and effect any leases, licenses or other conditional
use agreements pertaining to the Facilities, site, Equipment or System
such that for the Term of this Agreement, Pathnet and Incumbent shall
have all rights reasonably necessary or appropriate to enable them to
perform their respective obligations and exercise their respective
rights hereunder."
12. Section 18.14: The following shall be deleted from the end of Section
18.14 "at least eighteen (18) months" and replaced with "at least six
(6) months."
13. SCHEDULE B: The following modifications shall be made to Schedule B:
o Delete: "Guernsey, WY 42-13-53 W104-41-12"
and replace it with: "Wheatland, WY" 42-02-33 W104-41-39
o Delete "Beacon Hill, WY 42-20-45 W105-02-11"
and replace it with: "Glendo, WY 42-27-24 W104-48-24
o Add the following at the end of Schedule B:
Interconnection Sites with facilities at the sites listed below:
Scott's Bluff, NE 41-52-30 W103-40-08
Casper, WY 42-51-0.6 W106-19-18.6
Kearney, NE 40-40-48 W99-04-58
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed by
their respective authorized representative as of the date first set above.
KN Energy, Inc.
By: /s/ Mort Aaronson
---------------------
Name: Mort Aaronson
---------------------
Title: President
Pathnet, Inc.
By: /s/ Richard A. Jalkut
---------------------
Title: President and C.E.O.
---------------------
Date: September 2, 1998
---------------------
ADDENDUM A
STATEMENT OF WORK
A. KEARNEY, NE
-----------
1) SITE WORK
No additional site work is required.
2) TOWERS
Minor tower structural strengthening is expected on the 120'
self-support tower.
3) BUILDINGS
Floor space in KNT's existing building will be required.
4) GENERATORS
No emergency generator power is planned for this city terminal site.
5) DC PLANT
A new 700 AH -48 VDC power system will be required.
6) ANTENNAS
One (1) Andrew UHX6-59W antenna is required.
7) TRANSMISSION LINE
One (1) 130' run of EWP-52 waveguide is required.
8) RADIO
One (1) rack of NEC 2000 SDH 6 GHz radio is required. Radio will be
configured as a 1:1 with ATPC and no space diversity.
9) MULTIPLEX
One (1) shelf of NEC IMT-150 MUX is required. The MUX will be
configured as a terminal with twelve (12) DS-1's.
10) MISCELLANEOUS EQUIPMENT
A DSX-1 panel and Raven orderwire will be required.
B. MINDEN, NE
----------
1) SITE WORK
No additional site work is required.
2) TOWERS
The new 300' tower will be utilized.
3) BUILDINGS
The existing 11.5 x 28' building will be utilized.
4) GENERATORS
The existing 25KW Generac generator will be utilized.
5) DC PLANT
The existing 900 AH -48 VDC plant will be utilized.
6) ANTENNAS
Two (2) each Andrew UHX8-59H antennas will be required.
7) TRANSMISSION LINE
Two (2) runs of EWP-52 waveguide totaling 780' will be required.
8) RADIO
One (1) rack of NEC 2000 SDH 6 GHz radio is required. Radio will be
configured as a 1:1 with space diversity and ATPC.
9) MULTIPLEX
One (1) shelf of NEC IMT-150 MUX is required. The MUX will be
configured as a terminal with twelve (12) DS-1's.
10) MISCELLANEOUS EQUIPMENT A DSX-1 panel will be required.
C. AT&T CHAPPELL, NE
-----------------
1) SITE WORK
No additional site work is required.
2) TOWERS
All tower work to be handled by AT&T.
3) BUILDINGS
Floor space in the AT&T existing building will be utilized.
4) GENERATORS
Existing emergency power will be utilized.
5) DC PLANT
AT&T existing -48 VDC system will be utilized.
6) ANTENNAS
A new Andrew UHX4-107A antenna will be required.
7) TRANSMISSION LINE
One (1) 250' run of EWP-90 waveguide will be required.
8) RADIO
One (1) rack of NEC 2000 SDH 11 GHz radio will be required. Radio will
be configured as a 1:1 without space diversity or ATPC.
9) MULTIPLEX
One (1) shelf of Fujitsu FLM-150 MUX is required. The MUX will be
configured as a terminal with two (2) each DS-3's.
10) MISCELLANEOUS EQUIPMENT
A dual buss 20 position fuse panel and DSX-3 panel will be required. A
Raven orderwire unit will also be required.
D. BIG SPRINGS, NE
---------------
1) SITE WORK
A new tower base foundation is required.
2) TOWERS
A 40' Rohn stub tower from the existing tower sections will be erected
next to the existing 300' Pirod tower.
3) BUILDINGS
All equipment will be installed in the existing building on the site.
Building modifications were completed under the backbone project.
4) GENERATORS
Generator power will be provided by the existing compressor site
generators.
5) DC PLANT
The new 900 AH -48 VDC plant will be utilized.
6) ANTENNAS
A new Andrew UHX4-107A antenna will be required.
7) TRANSMISSION LINE
One (1) 75' run of EWP-90 waveguide will be required.
8) RADIO
One (1) rack of NEC 2000 SDH 11 GHz radio will be required. Radio will
be configured as a 1:1 without space diversity or ATPC.
9) MULTIPLEX
One (1) shelf of Fujitsu FLM-150 MUX is required. The MUX will be
configured as a terminal with two (2) each STS-1's.
10) MISCELLANEOUS EQUIPMENT
An additional 22 position DC distribution panel and 400 amp ground buss
bar is required. A DSX-3 panel will also be required.
E. CASPER, WY COMPRESSOR STATION
-----------------------------
1) SITE WORK
No additional site work is required.
2) TOWERS
No additional tower strengthening is required. A new antenna pipe mount
is required.
3) BUILDINGS
A new Andrew 11.5 x 34' building will be utilized.
4) GENERATORS
The new 35KW Generac generator will be utilized.
5) DC PLANT
The new 900 AH battery plant and dual 22 position DC distribution
panels will be utilized.
6) ANTENNAS
A new Andrew UHX4-107A antenna will be required.
7) TRANSMISSION LINE
One (1) 90' run of EWP-90 waveguide will be required.
8) RADIO
One (1) rack of NEC 2000 SDH 11 GHz radio will be required. Radio will
be configured as a 2:1 without space diversity or ATPC.
9) MULTIPLEX
One (1) shelf of Fujitsu FLM-150 MUX is required. The MUX will be
configured as a terminal with two (2) each STS-1's and 12 DS-1's.
10) MISCELLANEOUS EQUIPMENT An additional DSX-1 panel will be required.
F. CASPER, WY U.S. WEST
--------------------
1) SITE WORK
No site work is expected to be required.
2) TOWERS
Roof mount antenna structure may require minor reinforcement.
3) BUILDINGS
Existing space on the second floor (AT&T) of U.S. West's four-story
building is planned.
4) GENERATORS
Existing emergency generator owned by U.S. West is planned.
5) DC PLANT
-48 VDC power is expected to be provided by AT&T.
6) ANTENNAS
A new Andrew UHX4-107A antenna will be required.
7) TRANSMISSION LINE
One (1) 100' run of EWP-90 waveguide will be required.
8) RADIO
One (1) rack of NEC 2000 SDH 11 GHz radio will be required. Radio will
be configured as a 2:1 without space diversity or ATPC.
9) MULTIPLEX
One (1) shelf of Fujitsu FLM-150 MUX is required. The MUX will be
configured as a terminal with two (2) each DS-3's and 12 DS-1's.
10) MISCELLANEOUS EQUIPMENT
A DSX-1 and DSX-3 path panel along with a dual buss fuse panel and
Raven orderwire will be required.
G. SCOTTSBLUFF, NE M/W SITE
------------------------
1) SITE WORK
No additional site work will be required.
2) TOWERS
No tower strengthening required.
3) BUILDINGS
The new Andrew 11.5 x 28' shelter will be utilized for the additional
radio and MUX equipment.
4) GENERATORS
The new 25KW Generac generator will be utilized.
5) DC PLANT
The existing 900 AH battery plant and dual 22 position DC distribution
panels will be utilized.
6) ANTENNAS
A new Andrew UHX4-107A antenna will be utilized at 100' AGL on the
tower.
7) TRANSMISSION LINE
One (1) 115' run of EWP-90 waveguide will be required.
8) RADIO
One (1) rack of NEC 2000 SDH 11 GHz radio will be required. Radio will
be configured as a 2:1 without space diversity or ATPC.
9) MULTIPLEX
One (1) shelf of Fujitsu FLM-150 MUX is required. The MUX will be
configured as a terminal with two (2) each STS-1's and 12 DS-1's.
10) MISCELLANEOUS EQUIPMENT An additional DSX-1 panel will be required.
H. SCOTTSBLUFF, NE SPRINT UNITED
-----------------------------
1) SITE WORK
No site work will be required.
2) TOWERS
A tower analysis by a Sprint approved contractor is required. An
extended waveguide bridge is to be provided by Sprint.
3) BUILDINGS
Sprint United will provide a 10' x 10' secured area with 24' x 7'
access within their existing building.
4) GENERATORS
Emergency power to be provided by Sprint United.
5) DC PLANT
Dual 30 amp -48 VDC "A" & "B" buss power will be provided by Sprint
United.
6) ANTENNAS
One (1) Andrew UHX4-107A antenna will be required.
7) TRANSMISSION LINE
One (1) 150' run of EWP-90 waveguide will be required.
8) RADIO
One (1) rack of NEC 2000 SDH 11 GHz radio will be required. Radio will
be configured as a 2:1 without space diversity or ATPC.
9) MULTIPLEX
One (1) shelf of Fujitsu FLM-150 MUX is required. The MUX will be
configured as a terminal with 68 DS-1's.
10) MISCELLANEOUS EQUIPMENT
A dual buss fuse panel, DSX-1 panel, Raven orderwire, and DSX-3 panel
will be required.