Exhibit 10.3.1
NETWORK PRODUCTS PURCHASE AGREEMENT
This Agreement is made by and between Northern Telecom Inc., a Delaware
corporation having offices at 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000
("Nortel") and Interstate FiberNet, Inc. a Delaware corporation, having its
principal offices and place of business at 000 Xxxx 0xx Xxxxxx, Xxxx Xxxxx,
Xxxxxxx 00000 ("IFN") and IFN's subsidiary DeltaCom, Inc. ("DeltaCom"), IFN and
DeltaCom each considered a ("Buyer") agree as follows:
1. SCOPE
1.1 Certain terms used in this Agreement shall be defined as set
forth in Exhibit A.
1.2 The terms and conditions of this Agreement shall apply to the
purchase by Buyer and as may be amended by mutual consent of the
parties, such consent not to be unreasonably withheld, and the
sale by Nortel of Equipment and Services and the licensing of
Software furnished in connection with such Equipment. The terms
and conditions contained in a Product Attachment shall modify
and/or supplement the other terms and conditions of this
Agreement only with respect to the Product Line and Services
described in the Product Attachment.
1.3 All Products and Services obtained by Buyer pursuant to this
Agreement shall be obtained by Buyer solely for initial use by
Buyer in its internal business to provide services available
through its networks, and not as stock in trade or inventory
which is intended for resale by Buyer to any third party as new
and unused material. Except as set forth in a Product
Attachment, IFN's Affiliates shall be entitled to purchase
Products and Services pursuant to this Agreement subject to
Nortel's determination of credit worthiness for such IFN
Affiliate, such determination shall be made solely using Nortel's
usual and customary criteria, provided however, such purchases
shall not count toward Buyer's fulfillment of the Commitment
Amount as described in Section 1.5. IFN's Affiliates shall have
the right to make independent volume commitments in applicable
Product Attachments, provided, purchases counting towards
fulfillment of such independent commitments shall not count
toward Buyer's fulfillment of the Commitment Amount.
1.4 All such Products shall be installed in the United States.
1.5 Buyer shall order and/or license, as applicable, Products or
Services for delivery during the Commitment Period, with a
minimum total dollar purchase price of One Hundred Million
Dollars ($100,000,000) ("Commitment Amount"). As used herein,
"Commitment Period" shall mean the period immediately following
the execution of the Agreement and ending on December 31, 2001.
Certain Product Attachments may constitute a separate commitment
and shall not count toward Buyer's fulfillment of the Commitment
Amount provided this Agreement and/or said certain Product
Attachments clearly states that the Products/Services do not
count towards Buyer's fulfillment of the Commitment Amount. If
during the Commitment Period, Buyer is unable to satisfy the
Commitment Amount set forth herein, Nortel shall invoice IFN, at
the end of the Term, an amount equal to three percent (3%) of the
difference between the Commitment Amount and the actual amount of
Products and/or Services purchased ("Invoice Value").
1.6 Agreement No. IFN9301C effective March 26, 1993 between IFN and
Nortel shall terminate upon execution of this Agreement, and any
outstanding unfilled portion of IFN's Twenty Five Million Dollar
($25,000,000) commitment ("Previous Commitment") shall be
considered fulfilled. IFN hereby agrees to purchase all SONET
OC-48 and higher bandwidth Equipment, including Dense WDM/Optical
Amplifiers from Nortel, during the Commitment Period. In
consideration of IFN's Previous Commitment, certain terms and
conditions of the Transmission Product Attachment shall apply
only to IFN as described in such Product Attachment.
2. TERM
2.1 This Agreement shall be in effect during the period that any
Product Attachment is in effect ("Term"). Each Product
Attachment shall be in effect during its Product Attachment Term.
This Agreement or any part thereof may be terminated in
accordance with the express provisions of this Agreement
concerning termination or by written agreement of the parties.
2.2 The termination of this Agreement or any part thereof shall not
affect the obligations of either party thereunder which have not
been fully performed with respect to any accepted Order, unless
such Order is expressly terminated in accordance with this
Agreement or by written agreement of the parties.
3. ORDERING
3.1 All purchases pursuant to this Agreement shall be made by means
of Orders issued from time to time by Buyer and accepted by
Nortel in writing within fifteen (15) days. Otherwise, any such
Order shall be deemed to be void. An accepted Order shall then
constitute a contract for sale of Products and/or Services
between Buyer and Nortel or a Nortel Affiliate. All Orders shall
reference this Agreement and the applicable Product Attachment
and shall be governed solely by the terms and conditions set
forth herein as modified and/or supplemented pursuant to Section
1.2 and Section 18.6 by the terms and conditions of any
applicable Product Attachments.
3.2 All Orders issued by an IFN Affiliate shall reference the
Agreement and the applicable Product Attachment and shall state
that the purchaser is an IFN Affiliate. Notwithstanding the
foregoing, Nortel reserves the right to reject an Order from an
IFN Affiliate based on Nortel's determination of credit
worthiness and other reasonable criteria.
4. PRICES
4.1 The prices, charges, and fees applicable to Orders shall be set
forth in the appropriate Product Attachments and may be revised
in accordance with the provisions stated therein. Buyer shall
pay transportation charges, including insurance, in accordance
with the applicable Product Attachment.
4.2 For Orders issued by all IFN Affiliates other than Knology
Holding, Inc. and Interstate Telephone Company, until the total
of all prices, charges and fees for Products and related Services
furnished hereunder shall have been paid to Nortel, the IFN
Affiliate shall cooperate with Nortel in perfecting Nortel's
purchase money security interest in such Products and the IFN
Affiliate shall promptly execute all documents and take all
actions required by Nortel in connection therewith. Buyer or an
IFN Affiliate shall not sell, lease or otherwise transfer such
Products or any portion thereof or allow any liens or
encumbrances to attach to such Products or any portion thereof
prior to payment in full to Nortel of the total of all such
prices, charges, and fees.
5. TERMS OF PAYMENT
5.1 The amounts payable for Products and/or Services may be invoiced
by Nortel to Buyer in accordance with the applicable Product
Attachments. All amounts payable and properly invoiced pursuant
to this Agreement shall be paid by Buyer to Nortel within thirty
(30) days from the date of Nortel's invoice in accordance with
the payment instructions contained in such invoice and shall be
paid in United States dollars.
5.2 Overdue payments, excluding those which are the subject of a good
faith dispute, shall be subject to interest charges, calculated
daily commencing on the 31st day after the date of the invoice,
at one and one half percent (1 1/2%) per month or such lesser
rate as may be the maximum permissible rate under applicable law.
6. TAXES
Buyer shall at Nortel's direction promptly reimburse Nortel or pay
directly to the applicable government or taxing authority all taxes
and charges arising hereunder, including, without limitation,
penalties and interest, except for taxes computed upon the net income
of Nortel. Buyer's obligations pursuant to this Section 6 shall
survive any termination of this Agreement.
7. RISK OF LOSS, TITLE
7.1 Risk of loss or damage to Products shall pass to Buyer upon
delivery to the loading dock at the installation site or other
delivery location specified by Buyer in its Order, and Buyer
shall keep such Products fully insured for the total amount then
due Nortel for such Products.
7.2 Good title to Equipment furnished hereunder which shall be free
and clear of all liens and encumbrances shall vest in Buyer upon
full payment by Buyer of the total prices, charges and fees
payable by Buyer for such Equipment and any related Software or
Services furnished by Nortel in connection with such Equipment.
7.3 Buyer shall receive a license to use Software subject to the
terms set forth in Exhibit B.
8. TESTING, TURNOVER AND ACCEPTANCE
8.1 If Nortel installs any Products furnished hereunder, the rights
and obligations of the parties with respect to testing, turnover
and acceptance of such Products shall be as set forth in the
applicable Product Attachment.
8.2 If Nortel does not install Products furnished hereunder, Nortel
shall prior to delivery of the Products perform such factory
tests as Nortel determines to be appropriate in order to confirm
that such Products shall be in accordance with the applicable
Specifications. Buyer shall be deemed to have accepted the
Products upon successful completion of such tests.
8.3 In the event that Buyer places Products into revenue-generating
service, such Products shall be deemed to have been accepted by
Buyer without limitation or restriction.
9. DISCLAIMERS OF WARRANTIES AND REMEDIES
THE WARRANTIES AND REMEDIES SET FORTH IN EXHIBIT D AND IN ANY PRODUCT
---------------------------------------------------------------------
ATTACHMENT CONSTITUTE THE ONLY WARRANTIES OF NORTEL WITH RESPECT TO
-------------------------------------------------------------------
THE PRODUCTS AND SERVICES AND BUYER'S EXCLUSIVE REMEDIES IN THE EVENT
---------------------------------------------------------------------
SUCH WARRANTIES ARE BREACHED. THEY ARE IN LIEU OF ALL OTHER
------------------------------------------------------------
WARRANTIES, WRITTEN OR ORAL. STATUTORY, EXPRESS OR IMPLIED, INCLUDING
----------------------------------------------------------------------
WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
-------------------------------------------------------------------
PARTICULAR PURPOSE. NORTEL SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR
---------------------------------------------------------------------
CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER, BEFORE OR AFTER THE
-------------------------------------------------------------------
PLACING OF ANY PRODUCT INTO SERVICE.
------------------------------------
10. LIABILITY FOR PERSONAL INJURY, PROPERTY DAMAGE AND PATENT INFRINGEMENT
10.1 A party hereto shall defend the other party against any suit,
claim, or proceeding brought against the other party for direct
damages due to bodily injuries (including death) or damage to
tangible property which allegedly result from the negligence or
willful misconduct of the defending party in the performance of
this Agreement. The defending party shall pay all litigation
costs, reasonable attorney's fees, settlement payments and such
direct damages awarded or resulting from any such suit, claim or
proceeding.
10.2 Nortel shall defend Buyer against any suit, claim or proceeding brought
against Buyer alleging that any Products, excluding Vendor Items,
furnished hereunder infringe any United States patent. Nortel shall pay
all litigation costs, reasonable attorney's fees, settlement payments
and any damages awarded or resulting from any such suit, claim or
proceeding. With respect to Vendor Items, Nortel shall assign any
rights with respect to infringement of U.S. patents granted to Nortel
by the supplier of such Vendor Items to the extent of Nortel's right to
do so.
10.3 The party entitled to defense pursuant to Section 10.1 or 10.2 shall
promptly advise the party required to provide such defense of the
applicable suit, claim, or proceeding and shall reasonably cooperate
with such party in the defense or settlement thereof. The party
required to provide such defense shall have sole control of the
defense of the applicable suit, claim, or proceeding and of all
negotiations for its settlement or compromise.
10.4 Upon providing the Buyer with notice of a potential or actual
infringement claim, Nortel may (or in the case of an injunction,
shall), at Nortel's option, either procure a right to use, replace or
modify, or require the return of the affected Product for a refund of
its depreciation cost.
10.5 The obligations of Nortel hereunder with respect to any suit, claim, or
proceeding described in Section 10.2 shall not apply with respect to
Products which are (a) manufactured or supplied by Nortel in
accordance with any design or any special instruction furnished by
Buyer, (b) used by Buyer in a manner or for a purpose not
contemplated by this Agreement, (c) located by Buyer outside the
United States, or (d) used by Buyer in combination with other
products not provided by Nortel, including, without limitation, any
software developed solely by Buyer through the permitted use of
Products furnished hereunder, provided the infringement arises from
such combination or the use thereof. Buyer shall indemnify and hold
Nortel harmless against any loss, cost, expense, damage, settlement
or other liability, including, but not limited to, attorneys' fees,
which may be incurred by Nortel with respect to any suit, claim, or
proceeding described in this Section 10.5.
10.6 The provisions of Sections 10.2 through 10.5 state the entire
liability of Nortel and its suppliers and the exclusive remedy of Buyer
with respect to any suits, claims, or proceedings of the
nature described in Section 10.2. Nortel's total cumulative liability,
pursuant to Section 10.2 shall for each infringement claim not exceed
one hundred percent (100%) of the purchase price of the Product giving
rise to such claim.
10.7 Each party's respective obligations pursuant to this Section shall
survive any termination of this Agreement.
11. REMEDIES AND LIMITATION OF LIABILITY
11.1 Nortel shall have the right to suspend its performance by written
notice to Buyer and forthwith remove and take possession of all
Products that shall have been delivered to Buyer, if, prior to payment
to Nortel of any amounts due pursuant to this Agreement with respect to
such Products, Buyer shall (a) become insolvent or bankrupt or cease,
be unable, or admit in writing its inability, to pay all debts as they
mature, or make a general assignment for the benefit of, or enter into
any arrangement with, creditors, (b) authorize, apply for, or consent
to the appointment of a receiver, trustee, or liquidator of all or a
substantial part of its assets or have proceedings seeking such
appointment commenced against it which are not terminated within ninety
(90) days of such commencement, or (c) file a voluntary petition under
any bankruptcy or insolvency law or under the reorganization or
arrangement provisions of the United States Bankruptcy Code or any
similar law of any jurisdiction or have proceedings under any such law
instituted against it which are not terminated within ninety (90) days
of such commencement.
11.2 In the event of any material breach of this Agreement which shall
continue for thirty (30) or more days after written notice of such
breach (including a reasonably detailed statement of the nature of such
breach) shall have been given to the breaching party by the aggrieved
party, the aggrieved party shall be entitled at its option to avail
itself of any and all remedies available at law or equity, except as
otherwise provided in this Agreement.
11.3 Except for Buyer's breach of the SOFTWARE LICENSE set forth in Exhibit
B or any party's breach of Section 13, CONFIDENTIAL INFORMATION,
nothing contained in Section 11.2 or elsewhere in this Agreement shall
make any party liable for any incidental, indirect, consequential or
special damages of any nature whatsoever for any breach of this
Agreement whether the claims for such damages arise in tort, contract,
or otherwise, or shall increase the liability of any party under
Section 9 or 10 or Exhibit D beyond that prescribed therein.
11.4 Nortel shall not be liable for any additional costs, expenses, losses
or damages resulting from errors, acts or omissions of Buyer,
including, but not limited to, inaccuracy, incompleteness or
untimeliness in the provision of information by Buyer to Nortel or
fulfillment by Buyer of any of its obligations under this Agreement.
Buyer shall pay Nortel the reasonable amount of any such costs,
expenses, losses or damage directly incurred by Nortel.
11.5 The limitations on any party's liability and other obligations set
forth in Sections 9, 10, and 11 shall survive any termination of this
Agreement.
12. FORCE MAJEURE
If the performance by a party of any of its obligations under this Agreement
shall be interfered with by reason of any circumstances beyond the
reasonable control of that party, including without limitation,
unavailability of supplies or sources of energy, power failure, breakdown of
machinery, or labor difficulties, including without limitation, strikes,
slowdowns, picketing or boycotts, then that party shall be excused from such
performance for a period equal to the delay resulting from the applicable
circumstances and such additional period as may be reasonably necessary to
allow that party to resume its performance. With respect to labor
difficulties as described above, a party shall not be obligated to accede to
any demands being made by employees or other personnel.
13. CONFIDENTIAL INFORMATION
13.1 Each party which receives the other party's Confidential
Information shall use reasonable care to hold such Confidential
Information in confidence and not disclose such Confidential
Information to anyone other than to its employees and employees
of its affiliates with a need to know. A party that receives the
other party's Confidential Information shall not reproduce such
Confidential Information, except to the extent reasonably
required for the performance of its obligations pursuant to this
Agreement and in connection with any permitted use of such
Confidential Information.
13.2 Buyer shall take reasonable care to use Nortel's Confidential
Information only for study, operating, or maintenance purposes in
connection with Buyer's use of Products furnished by Nortel pursuant to
this Agreement.
13.3 Nortel shall take reasonable care to use Buyer's Confidential
Information only to perform Nortel's obligations to provide Products
and/or Services to Buyer, provided Nortel may use any of Buyer's
Confidential Information for the development, manufacture, marketing
and maintenance of new products and/or services and/or changes or
modifications to the existing Products and/or Services, which Nortel
may, in either case, provide to third parties without restriction as
long as Buyer's name is not mentioned.
13.4 The obligations of either party pursuant to this Section 13 shall not
extend to any Confidential Information which recipient can demonstrate
through written documentation was already known to the recipient prior
to its disclosure to the recipient, was known or generally available to
the public at the time of disclosure to the recipient, becomes known or
generally available to the public (other than by act of the recipient)
subsequent to its disclosure to the recipient, is disclosed or made
available in writing to the recipient by a third party having a bona
fide right to do so, is required to be disclosed by process of law or
by applicable law, including state or federal securities laws, provided
that the recipient shall notify the disclosing party promptly upon any
request, demand or requirement for such disclosure.
13.5 The parties' obligations pursuant to this Section 13 shall survive any
termination of this Agreement.
14. BUYER'S RESPONSIBILITIES
14.1 All sites at which the Products shall be delivered or installed shall
be prepared by Buyer in accordance with Nortel's published standards
including, without limitation, environmental requirements.
14.2 Buyer shall provide Nortel-designated personnel access to the Products
during the times deemed necessary by Nortel to install, maintain and
service the Products in accordance with Nortel's obligations. Nortel
personnel shall comply with Buyer's reasonable site and security
regulations, provided Nortel
receives written notice of any such regulations reasonably in advance
of the arrival of Nortel's personnel at the site.
14.3 Buyer shall provide reasonable working space and facilities,
including heat, light, ventilation, telephones, electrical
current, trash removal and other necessary utilities for use by
Nortel-designated maintenance personnel, and adequate secure
storage space, if required by Nortel, for Products and materials.
Buyer shall also provide reasonably adequate security for the
Products while on Buyer's site.
14.4 Buyer shall obtain all necessary governmental permits applicable to
Buyer in connection with the installation, operation, and maintenance
of Products furnished hereunder, excluding any applicable permits
required in the normal course of Nortel's doing business.
14.5 Any reasonably available information which Nortel reasonably requests
from Buyer and which is necessary for Nortel to properly install or
maintain the Products shall be provided by Buyer to Nortel in a timely
fashion and in a form reasonably specified by Nortel.
15. HAZARDOUS MATERIALS
15.1 Prior to issuing any Order for Services to be performed at Buyer's
facilities, Buyer shall use its best efforts to identify and shall
notify Nortel in writing of the existence of all Hazardous Materials
which Nortel may encounter during the performance of such Services,
including, without limitation, any Hazardous Materials contained within
any equipment to be removed by Nortel.
15.2 If Buyer breaches its obligations pursuant to Section 15.1 or Nortel
otherwise discovers Hazardous Materials in the performance of
appropriate Services, (a) Nortel may discontinue the performance of
such Services until all the applicable Hazardous Materials have been
removed or abated to Nortel's satisfaction by Buyer at Buyer's sole
expense, and (b) Buyer shall defend, indemnify and hold Nortel harmless
from any and all damages, claims, losses, liabilities and expenses,
including, without limitation, attorneys' fees, which arise out of
Buyer's breach of such obligations. Buyer's obligations pursuant to
this Section 15.2 shall survive any termination of this Agreement.
16. SUBCONTRACTING
Nortel may subcontract any of its obligations under this Agreement, but no
such subcontract shall relieve Nortel of primary responsibility for
performance of its obligations. Nortel shall only utilize subcontractors
that have been certified to work with Nortel Products and shall provide a
regular full-time Nortel employee who is a certified technician to manage
all installation Services provided to Buyer.
17. REGULATORY COMPLIANCE
In the event of any change in the Specifications or Nortel's manufacturing
or delivery processes for any Products as a result of the imposition of
requirements by any government, Nortel may upon notice to Buyer, increase
its prices, charges and fees to cover the added costs and expenses directly
and indirectly incurred by Nortel as a result of such change.
18. GENERAL
18.1 If any of the provisions of this Agreement shall be invalid or
unenforceable under applicable law and a party deems such provisions to
be material, that party may terminate this Agreement upon notice to the
other party. Otherwise, such invalidity or unenforceability shall not
invalidate or render this Agreement unenforceable, but this Agreement
shall be construed as if not containing the particular invalid or
unenforceable provision and the rights and obligations of the parties
shall be construed and enforced accordingly.
18.2 A party shall not release without the prior written approval of the
other party any advertising or other publicity relating to this
Agreement wherein such other party may reasonably be identified. In
addition each party shall take reasonable precautions to keep the
existence and the contents of this Agreement confidential so long as
this Agreement remains in effect and for a period of three (3) years
thereafter, except as may be reasonably required to enforce this
Agreement or by law, including state and federal securities laws.
18.3 The construction, interpretation and performance of this Agreement
shall be governed by the laws of the State of Georgia, except for its
rules with respect to the conflict of laws.
18.4 Neither party may assign or transfer this Agreement or any of its
rights hereunder without the prior written consent of the
other party, such consent not to be unreasonably withheld except (a)
Buyer's consent shall not be required for any assignment or transfer by
Nortel to any Nortel Affiliate of all or any part of this Agreement or
of Nortel's rights hereunder, or (b) Buyer's consent shall not be
required for any assignment to any third party of Nortel's right to
receive any monies which may become due to Nortel pursuant to this
Agreement. (c) Nortel's consent shall not be required as security for
indebtedness or for any assignment or transfer by Buyer to any entity
listed in Exhibit F as long as Buyer furnishes Nortel with written
notice of such assignment or transfer by Buyer, except Nortel reserves
the right to reject such assignment or transfer, within thirty (30)
days of such notice, based on the credit worthiness or other reasonable
criteria for the entities listed in Exhibit F.
18.5 Notices and other communications shall be transmitted in writing by
certified United States Mail, postage prepaid, return receipt
requested, by guaranteed overnight delivery, or by facsimile addressed
to the parties as follows:
To Buyer: Interstate FiberNet, Inc.
000 Xxxx 0xx Xxxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Sr. Vice President, Network Services
Facsimile: (000) 000-0000
With Copy to (which shall not constitute notice):
Interstate FiberNet, Inc.
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
To Nortel: Northern Telecom Inc.
0000 Xxxxxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Vice President and General Manager
Access Networks
Facsimile: (000) 000-0000
In addition, notices submitted by Buyer to Nortel or by Nortel to
Buyer specific to any Product Attachment shall be delivered to
the address stated in the applicable Product Attachment along
with a copy submitted to Nortel at the address stated above.
Any notice or communication sent under this Agreement shall be deemed
given upon receipt, as evidenced by the United States Postal Service
return receipt Mail if given by certified United States Mail, on the
following business day if sent by guaranteed overnight delivery, or on
the transmission date if given by facsimile during the receiving
party's normal business hours.
The address information listed for a party in this Section or any
Product Attachment may be changed from time to time by that party by
giving notice to the other as provided above.
18.6 In the event of a conflict between the provisions of this Agreement
which are not contained in a Product Attachment and the provisions of
a Product Attachment, the provisions of the Product Attachment shall
prevail with respect to the Product Line and Services described in
that Product Attachment.
18.7 All headings used herein are for index and reference purposes only, and
shall not be given any substantive effect. This Agreement has been
created jointly by the parties, and no rule of construction requiring
interpretation against the drafter of this Agreement shall apply in
its interpretation.
18.8 Buyer shall not export any technical data received from Nortel
pursuant to this Agreement, or release any such technical data with
the knowledge or intent that such technical data will be exported or
transmitted to any country or to foreign nationals of any country,
except in accordance with applicable U.S. law concerning the exporting
of such technical data. Buyer shall obtain all authorizations from the
U.S. government in accordance with applicable law prior to exporting
or transmitting any such technical data as described above.
18.9 Any changes to this Agreement may only be effected if agreed upon in
writing by duly authorized representatives of the parties hereto. No
agency, partnership, joint venture, or other similar business
relationship shall be or is created by this Agreement.
18.10 This Agreement, including all Product Attachments and Exhibits
constitutes the entire agreement of the parties with respect to
the subject matter hereof.
NORTHERN TELECOM INC. DELTACOM, INC.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxx
------------------- -------------------
(Signature) (Signature)
Name: Xxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx
-------------- ---------------
(Print) (Print)
Title: V.P. BroadBand SALES Title: Sr. V.P., Network Services
-------------------- --------------------------
Date: 12/24/97 Date: 12/23/97
-------- --------
INTERSTATE FIBERNET, INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------
(Signature)
Name: Xxxxxx X. Xxxxx
---------------
(Print)
Title: Sr. V.P., Network Services
--------------------------
Date: 12/23/97
--------
