Exhibit 10.23
FIRST AMENDMENT
ATLANTA-XXXXXXXX-JONESBORO
THIS FIRST AMENDMENT is made effective as of the 8th day of May, 1992,
("First Amendment") by and between MPX SYSTEMS, INC., a corporation organized
and existing under the TELECOMMUNICATIONS CORPORATION, a corporation organized
and existing under the laws of the State of Delaware ("MCI").
RECITALS
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A. MPX and SouthernNet entered into an agreement for the provision
of fiber optic services and facilities in or around July, 1986 ("the
Agreement").
B. Subsequent to the execution of the Agreement, all of the
rights, assets, and obligations of SouthernNet were purchased or otherwise
assumed by Telecom(*)USA.
C. In September, 1990, all of the rights, assets, and obligations
of Telecom(*)USA were purchased or otherwise assumed by MCI and MCI now holds
the rights previously held by SouthernNet in the Agreement.
D. MPX and MCI now desire to amend the Agreement in certain
respects.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
1. All references in the Agreement to SouthernNet shall be deleted and
MCI shall be substituted therefor.
2. Article 3, Revenue Sharing, shall be deleted and the following
language substituted therefor:
3.1 In exchange for the services and facilities provided in Article
1 of this Agreement, MCI shall pay MPX a fixed rate of $0.0475 per
DS-0 route mile along and between the route segments listed on the
attached Exhibit A-1. MCI also intends to use its reasonable efforts
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within the framework of its network plan and capacity demands to
increase its utilization along the route segments listed on Exhibit
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A-1.
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3.2 In the event that MCI desires to lease additional circuits along
the route segments listed on Exhibit A-1, MCI and MPK shall negotiate
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a Service Order in a form substantially similar to the attached
Exhibit C. The term of a Service Order may not exceed the term or any
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applicable extension period of this Agreement.
3.3 MCI agrees to pay MPX an aggregate monthly Service charge as
specified on the attached Service Order(s).
MCI's obligation to pay such monthly Service charge shall begin
on the Service Acceptance Date indicated on the attached Exhibit A-2,
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Service Acceptance Form. MCI shall be invoiced every thirty (30) days
in advance of that particular month's Service (e.g., January 1st
invoice for month of January); provided, however, that the first
invoice shall cover the period from initial Service acceptance through
the end of the next month (e.g., April 16 through May 31). MCI shall
pay MPX's invoice within forty-five (45) days of the date of the
invoice or the date of MCI's receipt, whichever is latest (the
"invoice due date") and shall be subject to a late payment charge
calculated from the invoice due date to the date paid, equal to one
and one-half percent (1 1/2%) per month or the highest state rate
permitted by law, pro rated on the basis of thirty (30) days, not to
exceed fifteen percent (15%) per annum.
3.4 Any additional circuits ordered by Service Order shall be tested
and accepted in accordance with the terms of Article 5, 6, and 7 of
this Agreement. If the newly ordered circuits fail to meet Technical
Specifications as required in Exhibit B, MCI shall not be obligated to
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accept the circuits until such time as MPX has corrected the problem
and the circuits do meet the required Technical Specifications.
3. Article 21(b) shall be deleted and the following substituted
therefore:
(b) if to MCI: MCI Telecommunications
Corporation
0000 Xxxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, XX 00000
Attn: Vice President
Technical Planning
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4. The terms of this First Amendment shall supersede any conflicting
terms of the Agreement. The terms of the Agreement not expressly amended by
this First Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands as of the day
and year first written above.
MPX SYSTEMS, INC. MCI TELECOMMUNICATIONS
CORPORATION
By: /s/ M.D. Xxxxxxxxx By: /s/ Xxxxx XxxXxxxxxx
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Name: M.D. Xxxxxxxxx Name: Xxxxx XxxXxxxxxx
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Title: General Manager Title: Vice President
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Technical Planning
Attest: Attest:
By: /s/ Xxxx X. Xxxx By: /s/ Xxxxxx X. Freitig
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Name: Xxxx X. Xxxx Name: Xxxxxx X. Freitig
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Title: Administrative Manager Title: Asst. Secret.
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EXHIBIT A-1
ROUTE SEGMENTS
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The Route Segments pertaining to this Agreement include all points of presence
between Atlanta-Xxxxxxxx-Jonesboro on MPX's Network.
