EXHIBIT 10.15.2
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AMENDMENT TO THE REVISED
AND RESTATED FIBER OPTIC FACILITITES
AND SERVICES AGREEMENT
This Amendment entered into as of January 1, 1998, by and between SOUTHERN
COMPANY ENERGY SOLUTIONS, INC. (formerly known as Southern Development and
Investment Group, Inc.), a Delaware corporation, on behalf of itself and as
agent for ALABAMA POWER COMPANY, GEORGIA POWER COMPANY, GULF POWER COMPANY,
MISSISSIPPI POWER COMPANY, SAVANNAH ELECTRIC AND POWER COMPANY, SOUTHERN
ELECTRIC GENERATING COMPANY and SOUTHERN COMPANY SERVICE, INC. (collectively
referred to as "SES"), and INTERSTATE FIBERNET, INC. ("IFN"), a Delaware
corporation, to hereby amend the Revised and Restated Fiber Optic Facilities and
Services Agreement entered into by SES and MPX Systems, Inc. as of June 9, 1995
(the "Agreement").
PREMISES
SES and IFN, the successor in interest to MPX Systems, Inc., are parties to
the Agreement for the installation and use of fiber optic cable on route
segments identified in Exhibits A through H of the Agreement.
The Parties desire to add additional route Segments from the western border
of the state of Mississippi to Plant Xxxxxx, Florida and the parties desire to
have such segments governed by the terms and conditions of the Agreement, as
amended.
IFN desires to reimburse Gulf Power Company ("Gulf Power") for its capital
expense in developing fiber optic cable along a route segment running from
Crestview, Florida to Gulf Power's Xxxxxx City substation and the route will be
governed by the terms and conditions of the Agreement as an SES Route Segment.
Gulf Power desires to treat issues of title relating to route segments in
Florida the same way title is granted for route segments in Mississippi.
Accordingly, for value received, the parties agree as follows:
TERMS AND CONDITIONS
1. ADDITIONAL ROUTE SEGMENTS - MISSISSIPPI SECTION.
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1.1 Mississippi State Line/Logtown. IFN will install a New Route Segment
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from the Mississippi State line to Logtown, Mississippi as set forth
in Exhibit H-16 attached hereto and which is hereby incorporated into
the Agreement.
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1.3 Bayou La Crouix/Kiln. IFN will install a New Route Segment from Bayou
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La Crouix, Mississippi to Kiln, Mississippi as set forth in Exhibit H-
18 attached hereto and which is hereby incorporated into the
Agreement.
1.4 Kiln/Pass Christian. IFN will install a New Route Segment from Kiln,
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Mississippi to Pass Christian, Mississippi as set forth in Exhibit H-
19 attached hereto and which is hereby incorporated into the
Agreement.
1.5 Pass Christian/Long Beach. IFN will install a New Route Segment from
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Pass Christian, Mississippi to Long Beach, Mississippi as set forth in
Exhibit H-20 attached hereto and which is hereby incorporated into
the Agreement.
1.6 Long Beach/29/th/ Avenue, Gulfport. IFN will install a New Route
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Segment from Long Beach, Mississippi to 29/th/ Avenue in Gulfport,
Mississippi as set forth in Exhibit H-21 attached hereto and which is
hereby incorporated into the Agreement.
1.7 00/xx/ Xxxxxx/Xxxxx Xxxxxx. IFN will install a New Route Segment from
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29/th/ Avenue in Gulfport, Mississippi to Texas Avenue in Gulfport,
Mississippi as set forth in Exhibit H-22 attached hereto and which is
hereby incorporated into the Agreement.
1.8 Texas Avenue/Fernwood. IFN will install a New Route Segment from Texas
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Avenue in Gulfport, Mississippi to Fernwood, Mississippi as set forth
in Exhibit H-23 attached hereto and which is hereby incorporated into
the Agreement.
1.9 Fernwood/Plant Xxxxxx. IFN will install a New Route Segment from
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Fernwood, Mississippi to Plant Xxxxxx, Mississippi as set forth in
Exhibit H-24 attached hereto and which is hereby incorporated into
the Agreement.
1.10 Plant Xxxxxx/Ocean Springs. IFN will install a New Route Segment from
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Plant Xxxxxx, Mississippi to Ocean Springs, Mississippi as set forth
in Exhibit H-25 attached hereto and which is hereby incorporated into
the Agreement.
1.11 Ocean Springs/Singing River. IFN will install a New Route Segment from
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Ocean Springs, Mississippi to Singing River, Mississippi as set forth
in Exhibit H-26 attached hereto and which is hereby incorporated into
the Agreement.
1.12 Singing River/Pascagoula. IFN will install a New Route Segment from
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Singing River, Mississippi to Pascagoula, Mississippi as set forth in
Exhibit H-27 attached hereto and which is hereby incorporated into
the Agreement.
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1.13 Pascagoula/Xxxx Point East. IFN will install a New Route Segment from
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Pascagoula, Mississippi to Xxxx Point East, Mississippi as set forth
in Exhibit H-28 attached hereto and which is hereby incorporated into
the Agreement.
1.14 Xxxx Point East/Alabama State Line. IFN will install a New Route
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Segment from Xxxx Point East, Mississippi to the Alabama State Line,
as set forth in Exhibit H-29 attached hereto and which is hereby
incorporated into the Agreement.
1.15 Xxxx Point East/Plant Xxxxxx. IFN will install a New Route Segment
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from Xxxx Point East, Mississippi to Plant Xxxxxx, as set forth in
Exhibit H-30 attached hereto and which is hereby incorporated into
the Agreement.
2. ADDITIONAL ROUTE SEGMENTS - ALABAMA SECTION
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2.1 Mississippi State Line/North Theodore. IFN will install a New Route
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Segment from the Mississippi State Line to North Theodore, Alabama as
set forth in Exhibit H-31 attached hereto and which is hereby
incorporated into the Agreement.
2.2 North Theodore/Theodore. IFN will install a New Route Segment from
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North Theodore, Alabama to Theodore, Alabama as set forth in
Exhibit H-32 attached hereto and which is hereby incorporated into the
Agreement.
2.3 Theodore/Hollingers Island. IFN will install a New Route Segment from
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Theodore, Alabama to Hollingers Island, Alabama as set forth in
Exhibit H-33 attached hereto and which is hereby incorporated into the
Agreement.
2.4 Hollingers Island/Cloverleaf. IFN will install a New Route Segment
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from Hollingers Island, Alabama to Cloverleaf, Alabama as set forth in
Exhibit H-34 attached hereto and which is hereby incorporated into the
Agreement.
2.5 Cloverleaf/Halls Mill Road. IFN will install a New Route Segment from
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Cloverleaf, Alabama to Halls Mill Road in Mobile, Alabama as set forth
in Exhibit H-35 attached hereto and which is hereby incorporated into
the Agreement.
2.6 Halls Mill Road/Skyland Tap. IFN will install a New Route Segment from
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Halls Mill Road, in Mobile, Alabama to Skyland Tap in Mobile, Alabama
as set forth in Exhibit H-36 attached hereto and which is hereby
incorporated into the Agreement.
2.7 Skyland Tap/Navco. IFN will install a New Route Segment from Skyland
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Tap in Mobile to Navco in Mobile, Alabama as set forth in Exhibit H-37
attached hereto and which is hereby incorporated into the Agreement.
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2.8 Navco/Dog River. IFN will install a New Route Segment from Navco in
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Mobile, Alabama to Dog River, Alabama as set forth in Exhibit H-38
attached hereto and which is hereby incorporated into the Agreement.
2.9 Dog River/South Mobile. IFN will install a New Route Segment from Dog
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River, Alabama to South Mobile, Alabama as set forth in Exhibit H-39
attached hereto and which is hereby incorporated into the Agreement.
2.10 South Mobile/Van Antwerp Building. IFN will install a New Route
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Segment from South Mobile, Alabama to the Van Antwerp Building in
Mobile, Alabama as set forth in Exhibit H-40 attached hereto and which
is hereby incorporated into the Agreement.
2.11 Van Antwerp Building/Xxxxxxx Island. IFN will install a New Route
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Segment from Van Antwerp Building in Mobile, Alabama to Xxxxxxx
Island, Alabama as set forth in Exhibit H-41 attached hereto and which
is hereby incorporated into the Agreement.
2.12 Xxxxxxx Island/Alabama-Florida State Line. IFN will install a New
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Route Segment from Xxxxxxx Island, Alabama to the Alabama-Florida
State line as set forth in Exhibit H-42 attached hereto and which is
hereby incorporated into the Agreement.
2.13 Mobile/Motgomery. IFN's route segment from Mobile, Alabama is hereby
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deemed an MPX Route Segment as set forth in Exhibit F-7 attached
hereto and which is hereby incorporated into the Agreement.
2.14 Tuscaloosa Ring. The parties hereby amend and restate Exhibit H-9 in
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its entirety to properly reflect the existing fiber count in the
Tuscaloosa Ring (formerly, the "Tuscaloosa Loop") as set forth in
Exhibit H-9 attached hereto and which is hereby incorporated into the
Agreement.
2.15 Anniston T.S./Talladega. IFN will install a New Route Segment from the
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Anniston T.S. in Anniston, Alabama to Talladega, Alabama as set forth
in Exhibit H-43 attached hereto and which is hereby incorporated into
the Agreement.
2.16 Anniston Control Center/Anniston T.S.. IFN will install a New Route
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Segment from the Anniston Control Center in Anniston, Alabama to the
Anniston T.S. in Anniston, Alabama as set forth in Exhibit H-44
attached hereto and which is hereby incorporated into the Agreement.
2.17 Anniston X.X./Xxxxxx Xxx. #000XX. IFN will install a New Route Segment
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from the Anniston T.S. in Anniston, Alabama to the Oxanna Strucutre
#543AA (the splice point of the Atlanta/Birmingham/Shreveport Route
Segments), as set forth in Exhibit H-45 attached hereto and which is
hereby incorporated into the Agreement.
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2.18 Gadsden/Oneonta. IFN will install a New Route Segment from Gadsden,
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Alabama to Oneonta, Alabama as set forth in Exhibit H-46 attached
hereto and which is hereby incorporated into the Agreement.
2. ADDITIONAL ROUTE SEGMENTS - GULF SECTION.
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3.1 Alabama -Florida State Line/Chase Street. IFN will install a New Route
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Segment from the Alabama-Florida State line to Chase Street in
Pensacola, Florida as set forth in Exhibit H-47 attached hereto and
which is hereby incorporated into the Agreement.
3.2 Chase Street/Goulding. IFN will install a New Route Segment from Chase
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Street in Pensacola, Florida to Goulding, Florida as set forth in
Exhibit H-48 attached hereto and which is hereby incorporated into the
Agreement.
3.3 Goulding/Xxxxx. IFN will install a New Route Segment from Goulding,
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Florida to Xxxxx, Florida as set forth in Exhibit H-49 attached hereto
and which is hereby incorporated into the Agreement.
3.4 Xxxxx/Shoals River. IFN will install a New Route Segment from Xxxxx,
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Florida to Shoals River, Florida as set forth in Exhibit H-50 attached
hereto and which is hereby incorporated into the Agreement.
3.5 Shoals River/Crestview. IFN will install a New Route Segment from
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Shoals River, Forida to Crestview, Florida as set forth in Exhibit H-
51 attached hereto and which is hereby incorporated into the
Agreement.
3.6 Crestview/Xxxxxx Creek. IFN will install a New Route Segment from
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Crestview, Florida to Xxxxxx Creek, Florida as set forth in Exhibit H-
52 attached hereto and which is hereby incorporated into the
Agreement.
3.7 Xxxxxx Creek/Marianna. IFN will install a New Route Segment from
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Xxxxxx Creek, Florida to Marianna, Florida as set forth in Exhibit H-
53 attached hereto and which is hereby incorporated into the
Agreement.
3.8 Marianna/Plant Xxxxxx. IFN will install a New Route Segment from the
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Marianna, Florida to Plant Xxxxxx as set forth in Exhibit H-54
attached hereto and which is hereby incorporated into the Agreement.
3.9 Crestview/Panama City. The fiber optic route segment from Crestview,
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Florida to Panama City, Florida developed by Gulf Power Company is
hereby deemed an SES Route Segment as set forth on Exhibit E-8
attached hereto and which is hereby incorporated into the Agreement.
IFN will pay Gulf Power Company $2,700,000 within 10 business days
after executing this Amendment in order to reimburse Gulf Power
Company for its costs in developing the route segment.
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4. GULF POWER-ISSUES OF TITLE. In order to divide title to the various types
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of property that make up a route segment in Florida the same way title to
property is divided in Mississippi, Section 8 of the Agreement is hereby amended
as follows:
After "Mississippi Power" is noted anywhere in Sections 3 or 8, "or
Gulf Power" hereby follows.
5. CAPITALIZED TERMS. Capitalized terms used, but not defined in this
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Amendment have the same meanings as prescribed to them in the Agreement.
6. FORCE AND EFFECT. Except as modified herein, all terms and conditions of
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the Agreement shall remain in full force and effect.
SIGNED AND DELIVERED.
SOUTHERN COMPANY ENERGY
SOLUTIONS, INC.
By: /s/ J. Xxxxx Xxxxxxxx
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Name J. Xxxxx Xxxxxxxx
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Its: President
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Date: August 27, 1998
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INTERSTATE FIBERNET, INC.
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
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Its: Service V.P. CFO
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Date: 9-14-98
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