Exhibit 10.52
FIRST ASSIGNMENT AND ASSUMPTION OF
FIBER OPTIC FACILITY LEASE AGREEMENT
THIS FIRST ASSIGNMENT AND ASSUMPTION OF FIBER OPTIC FACILITY LEASE
AGREEMENT (the "Assignment") is dated as of the 1st day of February, 1997,
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by and between INTERSTATE FIBERNET, a Georgia general partnership ("Assignor"),
and a GULF STATES FIBERNET, a Georgia general partnership ("Assignee").
WHEREAS, Assignor and Southern Telecom 1, Inc., a Delaware corporation
("Southern Telecom"), are parties to that certain Fiber Optic Facility Lease
Agreement entered into as of January 31, 1997 (the "Lease Agreement");
WHEREAS, Assignor desires to assign to Assignee the Lease Agreement and
Assignor's rights and obligations thereunder on the terms and conditions set
forth herein.
WHEREAS, Southern Telecom has heretofore consented in writing to Assignor's
assignment to Assignee of the Lease Agreement and Assignor's rights and
obligations thereunder on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Assignor and Assignee hereby agree as follows:
1. All capitalized terms not otherwise defined herein shall have the
meanings such terms have in the Lease Agreement.
2. Assignor does hereby assign, bargain, sell, transfer, convey and
deliver to Assignee and its successors and assigns the Lease Agreement together
with all rights and obligations of Assignor under the Lease Agreement.
3. Assignee hereby accepts such assignment and grant and assumes, and
agrees to perform and be bound by, all obligations and liabilities of Assignor
under the Lease Agreement.
4. Assignor does hereby agree, from and after the date hereof upon the
request of Assignee, to execute such other documents as Assignee may require in
order to obtain the full benefit of this Assignment and Assignor's obligations
and agreements hereunder.
5. Notwithstanding any terms or conditions to the contrary contained in
the Lease Agreement and as heretofore consented to by Southern Telecom in
writing, the assignment and assumption by Assignor effected hereby shall operate
to relieve and release Assignor of any duty or obligation under the Lease
Agreement simultaneously with the execution hereof.
6. Assignee hereby agrees to indemnity, defend and hold harmless Assignor
from and against any and all demands, claims, actions or causes of action,
assessments, losses, damages, liabilities, costs and expenses, including,
without limitation, reasonable attorneys' fees
and disbursements (collectively, "Claims"), to the extent any such Claim is
asserted against, resulting to, imposed upon or incurred by Assignor, directly
or indirectly, by reason or resulting from, any breach of or noncompliance with
any covenant or condition by Assignee required to be performed by Assignee under
the Lease Agreement by virtue of this Assignment.
7. Assignor hereby agrees to indemnify, defend and hold harmless Assignee
from and against any and all Claims to the extent any such Claim is asserted
against, resulting to, imposed upon or incurred by Assignee, directly or
Indirectly, by reason or resulting from, any breach of or noncompliance with any
covenant or condition by Assignor in or pursuant to the Lease Agreement (except
for Covenants or conditions required to be performed by Assignee by virtue of
this Assignment).
8. All notices, demands, requests, or other communications to be given,
served, or sent by either party to the other party regarding this Assignment
shall be in writing and shall be mailed by first-class registered or certified
mail, return receipt requested, postage prepaid, or transmitted by overnight
courier, hand delivery (including delivery by courier), telegram, telex, or
facsimile transmission, addressed as follows:
(i) If to Assignor:
Interstate Fibernet
000 Xxxx 0xx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxxx
Telecopy No.: (000)000-0000
with an additional copy (which shall not constitute notice) to:
DeltaCom, Inc.
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: General Counsel
Telecopy No.: (000)000-0000
(ii) If to Assignee:
Gulf States Fibernet
000 Xxxx 0xx Xxxxxx
Xxxx Xxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Telecopy No.; (000) 000-0000
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with an additional copy (which shall not constitute notice) to:
DeltaCom, Inc.
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Attention: General Counsel
Telecopy No.: (000) 000-0000
9. To facilitate execution, this Assignment may be executed in as many
counterparts as may be required; and it shall not be necessary that the
signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart but it shall be
sufficient that the signature of, or on behalf of each party; or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this 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 hereto.
IN WITNESS WHEREOF, Assignor and Assignee have caused this First Assignment
and Assumption of Fiber Optic Facility Lease Agreement to be executed as of the
day and year first above written.
ASSIGNOR:
INTERSTATE FIBERNET
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Its Chief Financial officer
ASSIGNEE:
GULF STATES FIBERNET
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
Its Chief Financial Officer
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