EXHIBIT 10.15a
ADDENDA TO THE ASSET CONTRIBUTION AGREEMENT
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ADDENDUM 1: As amended in Page 3 and Tab C10 of the First
Supplement to the Comprehensive Application dated September 26,
2000 in Docket No. 137-NC-100:
SECTION 3.5 Contracts.
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(a) The Contributor shall assign to ATCLLC, in
substantially the form of the assignment attached hereto as
Exhibit 3.5(a), all contracts necessary for the operation of
the Contributed Assets (excluding those being used by
Contributor to continue to provide future goods or services
to ATCLLC under an interconnection or other agreement),
together with any contracts relating to Transmission Only
Transmission Lines and Transmission Only Transmission
Substations, excluding, however, any Existing Attachment
Agreements (collectively, the "Contracts"), which Contracts
are listed on Schedule 3.5(b).
(b) ATCLLC and the Contributor shall execute a separate
Attachment Agreement that will govern the treatment of Contributor's
existing contracts for pole attachments and fiber-optic-cable attachments.
Contributor's existing contracts for pole attachments and fiber optic
cable attachments are listed on Schedule 3.5(b).
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ADDENDUM 2: As amended in Paragraph 5 of Attachment B of the
First Supplement to the Comprehensive Application dated September
26, 2000 in Docket No. 137-NC-100:
SECTION 5.6 Interests In Certain Contributed Assets.
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(a) The Transmission Facilities have been maintained
in accordance with Good Utility Practice, and will be so
maintained through the Operations Date.
(b) Except for ATCLLC and those tenants identified in
the lease schedule attached as Schedule 5.6(b), pursuant to
the terms of this Agreement and the parties to Existing
Attachment Agreements, no person, firm or entity has any
rights to acquire or lease all or any portion of the
Contributed Assets, or otherwise to obtain any interest
therein, and there are no outstanding options, rights of
first refusal or negotiation, rights of reverter or rights
of first offer relating to the Contributed Assets or any
interest therein.
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ADDENDUM 3: As amended in Paragraph 6 of Attachment B of the
First Supplement to the Comprehensive Application dated September
26, 2000 in Docket No. 137-NC-100:
SECTION 8.2 Conditions Precedent to Obligations of ATCLLC.
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(b) Instruments of Transfer and Other Instruments.
The Contributor shall have delivered to ATCLLC, on or prior
to the Closing Date, the following:
(i) the documents and instruments required by
Article III;
(ii) title insurance policies meeting the
requirements of Section 3.11(a)(i) insuring the
Transmission Only Transmission Substation Fee
Interests, subject only to Permitted Encumbrances, and
Surveys with respect to the Transmission Substation
Land Rights; and
(iii)such other documents as may reasonably be
requested to consummate the transfer of the Contributed
Assets to ATCLLC.
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ADDENDUM 4: As amended in Page 3 and Tab C10 of the First
Supplement to the Comprehensive Application dated September 26,
2000, and Paragraph 8 of Attachment B to that First Supplement in
Docket No. 137-NC-100:
SCHEDULES
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3.2 Identification of Transmission Lines
(a) Transmission Only Transmission Lines
(i) Fee Interests
(ii) Easements
(iii)Leases
(b) Incidental Use Transmission Lines
(i) Fee Interests
(ii) Easements
(iii)Leases
(c) Joint Use Transmission Lines
(i) Fee Interests
(ii) Easements
(iii)Leases
3.3 Identification of Transmission Substations
(a) Transmission Only
(i) Fee Interests
(ii) Easements
(iii) Leases
(b) Joint Use Transmission Substations
(i) Fee Interests
(ii) Easements
(iii) Leases
3.4 Permits
3.5(a)Contracts
3.5(b)Existing Contracts for Pole Attachments and
Fiber-Optic Cable
3.6 Construction Work In Progress
3.7 Personal Property
3.8 Inventory
3.9 Warranties
3.12 Documented Construction Projects
5.4 Third Party Consents
5.5 Litigation
5.6(b) Leases other than Transmission Line Easements
and Transmission Substation Easements
7.2 Project Map
