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EXHIBIT 10.24
***PORTIONS OF THIS EXHIBIT MARKED BY
BRACKETS ("[______]") OR OTHERWISE
IDENTIFIED HAVE BEEN OMITTED PURSUANT
TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE OMITTED PORTIONS HAVE
BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.***
ADDENDUM TO LICENSE AGREEMENT
This Addendum (herein so called) constitutes a binding agreement
between American Cable, Inc. (AC) and American Communication Services of
Columbus, Inc. (ACSI), and represents a definitive amendment to the License
Agreement (the "License Agreement") between AC and ACSI dated January 17, 1996.
Described herein are the principal terms and conditions for the provision of
fiber optic capacity AC to ACSI for the route described in that certain
Installation Agreement (herein so called) between AC and ACSI dated January 23,
1997.
1. Fiber Optic Network
The fiber optic route (the "Route") and cable specifications are defined in the
Installation Agreement, a copy of which is attached hereto as Exhibit A.
2. Construction
AC will construct the Route pursuant to the Installation Agreement. ACSI agrees
to perform the installation as provided for in the Installation Agreement at
ACSI's expense.
3. Fiber Optic Cable Ownership
The fiber optic cable installed on the Route shall be owned by AC. [__________
______________________________________________________________________________
______________________________________________________________________________
__________] ACSI may [_________________________] for [__________] per year per
fiber for the term of this agreement.
4. Term
Except as specified in Paragraph 5, the term of this agreement shall be
co-terminus with that of the License Agreement.
5. Early Termination by AC
AC reserves the right to terminate this Addendum on 180 days notice to ACSI if,
in AC's sole determination, the physical capacity of AC's facility on the Route
is insufficient to permit facilities expansion by means of additional coaxial or
fiber optic cable as required by AC to meet its business requirements. ACSI
agrees to pay all reasonable actual costs and expenses associated with the
decommissioning of the fiber optic cable. If AC exercises its right of early
termination under this Section 5 within the first five (5) years of the term of
the License Agreement, then ACSI will be reimbursed a pro rata share of the
Construction Management Fee described in paragraph 7(b) herein. For example, if
termination occurs in the 10th month, 50/60th of the Management Construction Fee
will be
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paid to ACSI, net 30 days from the date on which AC gives ACSI notice of its
intent to exercise early termination.
6. Payment of Expenses
ACSI agrees to reimburse AC for 100% of the reasonable actual costs and expenses
including, but not limited to, maintenance, taxes, and any sale, use, franchise,
business license or other fees charged by any governmental entity that arise out
of the use of the fiber optic cable. Payment is to be made by ACSI within 10
business days after its receipt of an invoice from AC.
7. Fees and Charges
ACSI agrees to pay AC within 30 days of the date of this addendum the following
amounts:
a). Rights of Way Use Fees at a rate of [_____________________] for
the fiber optic cable, in accordance with Section 6 of the License Agreement.
b). Construction Management Fee at a rate of [_______].
c). One Year Fiber Lease fee for AC fibers at a rate of [____] per
fiber.
The foregoing reflects our mutual understanding and binding agreement.
American Cable, Inc. American Communication Services
of Columbus, Inc.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx, III
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Date: 4/21/97 Date: 2/3/97
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