EXHIBIT 10.56
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***PORTIONS OF THIS EXHIBIT MARKED BY BRACKETS ("[_____]") OR OTHERWISE
IDENTIFIED HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
THE OMITTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.***
Assignment of the
TELECOMMUNICATIONS SYSTEM AGREEMENT
Dated January 26,1995 between
INTERSTATE FIBERNET and
SPRINT COMMUNICATIONS COMPANY L.P.
THIS ASSIGNMENT IS entered into and effective this 25 day of July, 1995, by and
between Sprint Communications Company L.P., a Delaware Limited Partnership
(hereinafter referred to as "Sprint"), with offices at 000 X. 000xx Xxxxxx,
Xxxxxx Xxxx, XX 00000, Interstate FiberNet, a Georgia General Partnership
(hereinafter referred to as "IFN"), having an office at 000 Xxxxx Xxxxxx, Xxxx
Xxxxx, XX 00000, and Gulf States FiberNet, a Georgia General Partnership
(hereinafter referred to as "Assignee"), having an office at 000 Xxxxx Xxxxxx,
Xxxx Xxxxx, XX 00000 with Interstate FiberNet and Sprint being collectively
referred to herein as the "Parties".
WHEREAS the Parties entered into a Telecommunication System Agreement dated
January 26, 1995 ("Agreement") which obligates IFN to design, engineer,
construct or cause to be constructed, facilities and acquire appropriate
interests in real property or other rights, all as may be required to provide,
operate, and maintain a telecommunications fiber optic system between
[____________] and [_________] (defined in the Agreement as the Route); and
WHEREAS IFN wishes to assign the Agreement to Assignee; and
WHEREAS pursuant to the Telecommunications System Agreement, IFN and Sprint
entered into the following additional contracts:
(i) Sprint Communications Company Facilities and Services Agreement made
and entered into January 26, 1995;
(ii) Telecommunications System Maintenance Agreement made and entered
into as of January 26, 1995;
(iii) Agreement for Use and Non-Disclosure of Confidential Information
made effective as of January 26, 1995.
WHEREAS Sprint is willing to allow the assignment of all Agreements described
above to Assignee;
NOW THEREFORE, in consideration of the rights and obligations set forth below,
the Assignment is hereby consented and agreed to as follows:
1.0 ASSIGNMENT
1.1 On January 26, 1995, IFN entered into a Telecommunication System
Agreement ("Agreement"), Sprint Communications Company Facilities
and Services Agreement, Telecommunications System Maintenance
Agreement, and Agreement for Use and Non-Disclosure of Confidential
Information,
Assignment of Telecommunications Systems Agreement
Page 1
collectively referenced hereinafter as "Agreements", and a copy of
which are attached to this Assignment as Exhibit A.
1.2 In accordance with Article 16.9 of the Agreement, IFN requests and
Sprint hereby agrees to the assignment of the Agreement including
all obligations thereunder to Assignee. IFN warrants that Assignee
is an entity that can reasonably be expected to carry out the terms
and conditions of the Agreements. IFN hereby assigns to Assignee all
right, title and interest of IFN in and to the Agreements between
IFN and Sprint.
1.3 By its execution of this Assignment, Assignee agrees to accept the
Agreements. Assignee agrees to assume and faithfully perform and
discharge all the terms and obligations of IFN under the Agreements.
1.4 Assignee hereby warrants that it has the financial wherewithall to
carry out the obligations required by the Agreements. In this
regard, Assignee represents and warrants that the copies of the
financial statements that are attached to this Assignment as Exhibit
B have been prepared from the books and records of Assignee and
fairly present the results of operations and financial condition of
Assignee at the respective dates thereof and for the periods therein
referred to, in accordance with generally accepted accounting
principles, consistently applied. The financial representations
include such financial reports for the Assignee and any general
partners of the Assignee, and a letter of guarantee of financing
from SCANA Corporation and ITC Holding Company, Inc. in the form
attached as Exhibit C. It shall be a condition precedent of Sprint's
obligations under this Assignment that Assignee shall deliver to
Sprint an opinion of counsel as to the authority of the Assignee to
accept the assignment of the Agreements by close of business on
____________.
2.0 STATUS OF AGREEMENTS
Except as assigned and modified herein, the Agreements shall continue in
full force and effect. In the event of a conflict between the terms and
conditions of the Agreements and this Assignment, the Assignment shall
control. The execution of this Assignment does not limit the right of
Sprint and Assignee to pursue amendments to the Agreements in the future.
3.0 COUNTERPARTS
To facilitate execution, this Assignment may be executed in as many
counterparts as may be required. It shall not be necessary that the signature of
or on behalf of each party appears on each counterpart, but it shall be
sufficient that the signature of or on behalf of each party appears on one or
more of the counterparts. All counterparts shall collectively constitute a
single agreement. It shall not be necessary in any proof of the Assignment to
produce or account for more than a number of counterparts containing the
respective signatures of or on behalf of all of the parties.
Assignment of the Telecommunications Systems Agreement Page 2
IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the day
and year below written, but effective as of the day and year first set forth
above.
INTERSTATE FIBERNET, A SPRINT COMMUNICATIONS COMPANY L.P.,
GEORGIA GENERAL PARTNERSHIP A DELAWARE LIMITED PARTNERSHIP
---------------------------------- -----------------------------------
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxxx ???
--------------------------- ----------------------------
Name: Xxxx Xxxxxxxx Name: Xxxxx X. Xxxxxx
--------------------------- Title: Director, Network Real
Title: VP/CFO Managing PTR Estate Acquisition and
--------------------------- Administration
Date: 7/24/95
Date: 7/25/95 ----------------------------
---------------------------
STATE OF GEORGIA )
) SS
COUNTY OF XXXXX )
On this 25 day of July, 1995 Xxxx Xxxxxxxx, VP I CFO Managing PTR,
Interstate FiberNet, a Georgia General Partnership, executed the foregoing
instrument. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year aforesaid.
/s/ Xxxxxx Xxxxxx [MY COMMISSION EXPIRES FEB 1, 1999]
--------------------
Notary Public
STATE OF MISSOURI )
) ss
COUNTY OF XXXXXXX )
On this 24 day of July 1995 Xxxxx ??? for and at the Direction of Xxxxx
X. Xxxxxx, Director, Real Estate Acquisition and Administration, Sprint
Communications company L.P., a Delaware Limited Partnership executed the
foregoing instrument. IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year aforesaid.
"NOTARY SEAL
Xxxxx X. Xxxxxx, Notary Public /s/ Xxxxx X. Xxxxxx
Cass county, State of Missouri -------------------------------
My Commission Expires 4/18/98 Notary Public
ITC TRANSMISSION SYSTEMS, II ITC TRANSMISSION SYSTEMS, INC.
A DELAWARE CORPORATION A DELAWARE CORPORATION
------------------------------ ------------------------------
By: /s/ Xxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx
--------------------------- ---------------------------
Name: Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx
------------------------- -------------------------
Title: VP /CFO Title: VP /CFO
------------------------ ------------------------
AS GENERAL PARTNER FOR AS GENERAL PARTNER FOR
INTERSTATE FIBERNET, INTERSTATE FIBERNET,
A GEORGIA GENERAL PARTNERSHIP A GEORGIA GENERAL PARTNERSHIP
Date: 7/25/95 Date: 7/25/95
----------------------------- -------------------------
STATE OF GEORGIA )
)ss
COUNTY OF XXXXX )
On this 25 day of July 1995 /s/ Xxxx Xxxxxxxx, VP/CFO, ITC Transmission
System, II, a Delaware Corporation executed the foregoing instrument. IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year aforesaid.
/s/Xxxxxx Xxxxxx [MY COMMISSION EXPIRES FEB. 1, 1999]
-------------------
Notary Public
Assignment of the Telecommunications System Agreement Page 3
STATE OF Georgia )
)ss
COUNTY OF Xxxxx )
On this 26th day of July, 1995 /s/ Xxxx Xxxxxxxx VP/CFO, ITC Transmission
Systems, Inc. a Delaware Corporation executed the foregoing instrument. IN
TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year aforesaid.
/s/ Xxxxxx Xxxxxx
--------------------------------
[MY COMMISSION EXPIRES FEB.1, 1999] Notary Public
MPX SYSTEMS, GULF STATES TRANSIMISSION SYSTEMS,
A SOUTH CAROLINA CORPORATION INC. A CORPORATION
----------------------------------- ---------------------------------
By: /s/ M. D. Xxxxxxxxx By: /s/ Xxxx Xxxxxxxx
---------------------------- ---------------------------
Name: /s/ M. D. XXXXXXXXX Name: /s/ Xxxx Xxxxxxxx
---------------------------- ---------------------------
Title: EXEC. VICE PRES. Title: VP\CFO
---------------------------- --------------------------
AS GENERAL PARTNER FOR AS GENERAL PARTNER FOR
GULF STATES FIBERNET GULF STATES FIBERNET,
A GEORGIA GENERAL PARTNERSHIP A GEORGIA GENERAL PARTNERSHIP
Date: 7/25/1995 Date: 7/25/95
------------------------------ ----------------------------
STATE OF South Carolina )
)ss
COUNTY OF Lexington )
On this 31 day of July, 1995 Xxxx X Xxxxxxxxx, Exec. VP., MPX Systems, a
South Carolina Corporation executed the foregoing instrument. IN TESTIMONY
WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year aforesaid.
/s/ Xxxxxx Xxx Xxxxxx
------------------------------
Notary Public
My Commission Expires Febuary 28, 0000
XXXXX XX Xxxxxxx )
) ss
COUNTY OF Xxxxx )
On this 26th day of July, 1995 Xxxx Xxxxxxx, V.P./CFO, Gulf states
Transmission Systems, Inc., a Delaware Corporation executed the forgoing
instrument. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year aforesaid.
MY COMMISSION EXPIRES FEB.1, 1999 /s/ Xxxxxx Xxxxxx
-----------------------------
Notary Public
Assignment of the Telecommunications System Agreement Page 4
EXHIBIT A
TELECOMMUNICATIONS SYSTEM AGREEMENT
Dated January 26, 1995 between
INTERSTATE FIBERNET and
SPRINT COMMUNICATIONS COMPANY L.P.
Page 5
EXHIBIT B
FINANCIAL STATEMENTS
I. SCANA Corporation - 1994 Annual Report
II. ITC Holding Company, Inc. and Subsidiaries - 1994 Consolidated Financial
Statements and Auditors' Report
III. MPX Systems, A SCANA Corporation - Unaudited 1994 Consolidated Balance
Sheet and Statement of Income
IV. Gulf States FiberNet - Unaudited 1994 Provisional Balance Sheet
and Income Statement
V. Gulf States Transmission Systems, Inc. - Unaudited 1994 Provisional
Balance Sheets and Income Statement
Page 6
EXHIBIT C
LETTER OF GUARANTEE OF FINANCING
Page 7
LETTER OF GUARANTEE OF FINANCING
WHEREAS, ITC Transmissions Systems, Inc. and MPX Systems Inc.
("MPX") are the partners of Interstate FiberNet ("IFN"), ITC Holding Company,
Inc. is the sole shareholder of ITC Transmission Systems, Inc. and SCANA
Corporation is the sole shareholder of MPX; and
WHEREAS, IFN has entered into a Telecommunications System
Agreement dated January 26, 1995 ("TSA") with Sprint Communications Company L.P.
("SPRINT"');
WHEREAS, the financing of the performance of IFN under the TSA is
critical to execution of the TSA by Sprint;
WHEREAS, Gulf States Transmission Systems, Inc. and MPX are the
partners of Gulf States FiberNet ("GSFN") and ITC Holding Company, Inc. is the
sole shareholder of Gulf States Transmission Systems, Inc; and
WHEREAS, pursuant to Section 16.10 of the TSA, IFN has assigned
the TSA in its entirety to GSFN, but under Section 16.10 Sprint consents to such
assignment so long as ITC Holding Company, Inc. and SCANA Corporation guarantee
the financing of the performance of GSFN under the TSA;
NOW, THEREFORE, ITC Holding Company, Inc. and SCANA Corporation
hereby guarantee that should financing not be obtained from outside sources, ITC
Holding Company, Inc. and SCANA Corporation shall provide the necessary
financing of the performance of GSFN under the TSA in the following proportions:
SCANA Corporation Two-thirds
ITC Holding Company, Inc. One-third
SCANA CORPORATION ITC HOLDING COMPANY, INC.
By: /s/ [SIGNATURE ILLEGIBLE] By: /s/ Xxxx Xxxxxxx
------------------------------- ----------------------------
March 21, 1995 March 21, 1995
------------------------------- ----------------------------
Date Date
3
