1
Exhibit 10.54
AMENDMENT NO.2
RESALE AGREEMENT
BETWEEN APPLIEDTHEORY CORPORATION AND XXXXXXXX.XXX
This Amendment No. 2 to the Resale Agreement (this "Amendment") is
made as of June 27, 2000 by and between AppliedTheory Corporation, (formerly
XXXXXXxx.Xxx) ("AppliedTheory") and XXXXXXxx.xxx, a New York corporation
("NYSERNet").
BACKGROUND
This Amendment is made with reference to the following facts:
A. NYSERNet and AppliedTheory are parties to that certain Resale
Agreement dated as of 10/1/96 (the "Agreement").
B. The parties executed amendment 1 to the Agreement on April 18, 2000
("Amendment No. 1") prior to agreement on all terms related to the
provision of OC-3 connectivity by AppliedTheory to NYSERNet Members.
Amendment 1 was issued at such time for the purpose of enabling
NYSERNet Members to place orders for OC-3 local loops, so that
AppliedTheory could complete delivery of such circuits in time for the
fall semester.
C. The parties desire to further amend the Agreement to finalize the
terms under which such OC-3 services will be provided and to modify
the Agreement in certain other respects as set forth below.
TERMS AND CONDITIONS
1 "Section 12 TERMINATION" is modified to replace Paragraph 12.5 and to
add Paragraphs 12.6 and 12.7 below:
12.5 NYSERNet Board member institutions purchasing Access Services at
speeds below T-3 may terminate their Access service agreements at
will. The customary three-month termination liability is reduced to
two months. Termination of a Board member institutions' service
agreement shall not affect the termination date of this Agreement.
12.6 For NYSERNet Board member institutions purchasing Access Services
at or above T-3 level, the two-month termination liability is reduced
to one-month. Termination of a Board member institutions' service
agreement shall not affect the termination date of this Agreement.
12.7 AppliedTheory shall be responsible for any termination charges or
other costs or penalties assessed by local exchange providers under
contract with AppliedTheory as a result of the early termination by
Certified Authorized Customers of OC-3 local loops. Given this
obligation, selection of local loop providers and contract term will
be mutually agreed to by the parties giving consideration to pricing,
service record, and terms and conditions including termination
liability.
For all purposes of this Agreement, a "Certified Authorized Customer"
means an Authorized Customer who is certified by NYSERNet to be in
good standing.
2
Amendment 2 - Page 2 of 2
2. In consideration of the completion of the OC12 backbone upgrade, future
OC-3 Customer connections, and the additional favorable terms extended
herein, NYSERNet agrees to pay a one-time implementation fee to
AppliedTheory in the amount of One Million Dollars ($1,000,000.00). Such
fee shall be paid in two installments. The first payment in the amount of
$500,000.00 (Five Hundred Thousand Dollars) shall be payable upon
completion of the upgrade of the AppliedTheory Network to OC-12. The
second payment in the amount of $500,000.00 (Five Hundred Thousand Dollars)
shall be payable when six Certified Authorized Customers have been
provisioned by AppliedTheory with OC-3 connectivity. NYSERNet shall pay
such invoices within 30 days of receipt.
3. This Amendment shall be effective as of the date of the last signature
hereto (the "Amendment Effective Date").
4. All other terms and conditions of the Agreement, and all prior amendments,
which are not specifically amended herein, shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Amendment by their authorized
officers.
APPLIEDTHEORY CORPORATION XXXXXXXX.XXX, INC.
By: /s/ Xxxxxx Xxxxxxxxxx III By: /s/ Xxxxxxx Xxxxx
--------------------------- --------------------------
Name: Xxxxxx Xxxxxxxxxx Name: Xx. Xxxxxxx Xxxxx
Title: Sr. Vice President Business Title: President
Integration and Administration
Date: June 27,2000 Date: June 27,2000
------------------- ----------------------
