Exhibit 10.01
AMENDMENT TO IRU CAPACITY AGREEMENT
This Amendment ("Amendment"), effective April 30, 1999 (the "Effective Date"),
amends the IRU Capacity Agreement ("Agreement") entered into as of December 19,
1998 between AT&T Corp. ("AT&T"), a New York corporation with offices at 000
Xxxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxx Xxxxxx 00000, and At Home Corporation,
("@Home"), a Delaware corporation with a principal place of business located at
000 Xxxxxxxx, Xxxxxxx Xxxx, XX 00000, as follows:
BACKGROUND
Pursuant to the Agreement, AT&T granted to @Home an indefeasible right to use
optical fibers and dedicated circuit capacity on the AT&T Network.
Pursuant to Section 3.1 of the Agreement, AT&T agreed to assist @Home's
transition to the AT&T Network, during the period from January 1, 1999 through
Acceptance of the Phase Two Services, by assuming @Home's rights and obligations
under the Sprint ATM Arrangement.
Also pursuant to Section 3.1 of the Agreement, in the event AT&T incurs charges
under the Sprint ATM Arrangement in excess of five million dollars, @Home agreed
to pay the amount of any such excess to AT&T as an Assumption Fee, except that
if AT&T does not deliver the Phase Two Capacity by the Phase Two Commitment
Date, the charges incurred under the Sprint ATM Arrangement from April 1, 1999
through the date on which AT&T delivers the Phase Two Capacity would not be
counted in calculating any Assumption Fee.
THEREFORE, the parties hereby amend the Agreement as follows:
AMENDMENT
1. In Section 3.1, sentence five (5), replace "five million dollars" with "nine
million dollars."
2. In Section 5.1, after "ninety million dollars ($90,000,000) (the "IRU
Fee"), add "and four million dollars ($4,000,000) (the "Additional IRU Fee").
3. In Exhibit I (Payment Terms), add at the end: "Additional IRU Fee. @Home
shall pay the Additional IRU Fee on July 1, 1999."
4. Except as modified above, all other terms and conditions of the Agreement
remain in full force and effect. Terms used and not defined herein will have
the meanings assigned to them in the Agreement. In the event of any conflict
between the provisions of the Amendment and the Agreement, the provisions of
this Amendment shall govern.
IN WITNESS WHEREOF, authorized representatives of the parties have executed this
Amendment as of the Effective Date.
AT&T CORP. AT HOME CORPORATION
By: /s/ By: /s/ Xxxxx Xxxx
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Title: Pres. Wholesale Mkts. Title: VP, General Counsel
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Date: 7/1/99 Date: 6/28/99
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