EXHIBIT 10.4
AMENDED AND RESTATED
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Amended and Restated Assignment and Assumption Agreement
("Agreement") is entered into as of July 1, 1996 ("Effective Date") by and
between Sprint Spectrum Holding Company, L.P., a Delaware limited partnership
("Holding"), Sprint Spectrum L.P., a Delaware limited partnership ("Spectrum"),
and Sprint Spectrum Realty Company, L.P., a Delaware limited partnership
("RealtyCo").
RECITALS:
A. Holding, Spectrum and RealtyCo previously entered into an Assignment
and Assumption ("Original Assignment"), dated as of July 1, 1996, wherein, among
other things, (i) Holding assigned to Spectrum all of Holding's interest in
certain leasehold interests held by Holding as of the close of business on June
30, 1996 ("Holding Leases"); (ii) Holding assigned to Spectrum all employee
benefit plans and employment agreements and arrangements entered into by Holding
(the "Employee Plans and Agreements"); and (iii) Spectrum assigned to RealtyCo
all of Spectrum's interest in the Holding Leases and the Employee Plans and
Agreements.
B. Holding, Spectrum and RealtyCo desire to amend the Original
Assignment as provided herein and to restate the Original Assignment in its en-
tirety.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which the parties
acknowledge, the parties agree as follows:
1. Holding Assignment of Realty Interest. Holding hereby transfers,
conveys and assigns to Spectrum all of Holding's right, title and interest in,
to and under, and delegates its duties and obligations under, all real property
licensed or leased by Holding or in which Holding acquired an easement interest,
used or to be used for cell sites, switch sites, office space for
administrative, technical or customer support, and other uses related to the
administration and operation of the business of Holding, whether now existing or
entered into after the date hereof ("Holding Realty Interests"). Such assignment
will be deemed to be effective (a) immediately for each Holding Realty Interest
existing on the Effective Date, and (b) immediately after the creation of the
Holding Realty Interest for all such interests created after the Effective Date.
Spectrum hereby accepts this assignment and agrees to assume and perform all of
Holdings' duties and obligations under the instruments creating the Holding
Realty Interests.
2. Holding Assignment of Employee Plans and Agreements. Holding hereby
transfers, conveys and assigns to Spectrum all of Holding's right, title and
interest in, to and under, and delegates its duties and obligations under, the
Employee Plans and Agreements. Spectrum hereby accepts this assignment and
agrees to assume all of Holding's duties and obligations under the Employee
Plans and Agreements.
3. Spectrum Assignment of Realty Interest. Spectrum hereby transfers,
conveys and assigns to RealtyCo all of Spectrum's right, title and interest in,
to and under, and delegates its duties and obligations under, all real property
licensed or leased by Spectrum or in which Spectrum acquires an easement
interest, used or to be used for cell sites, switch sites, office space for
administrative, technical or customer support, retail space and other uses
related to the administration and operation of the business of Spectrum, whether
now or existing or entered into after the date hereof, including, without
limitation, the Holding Realty Interests ("Spectrum Realty Interests"). Such
assignment will be deemed to be effective (a) immediately for each Spectrum
Realty Interest existing on the Effective Date, and (b) immediately after the
creation of the Spectrum Realty Interest for all such interests created after
the Effective Date. RealtyCo hereby accepts the assignment and agrees to assume
and perform all of Spectrum's duties and obligations under the instruments
creating the Spectrum Realty Interests.
4. General Provisions. This Agreement will be effective as of the
commencement of business on July 1, 1996. The parties hereby agree that the
Original Agreement is hereby replaced with this Agreement. This Agreement is
governed by, and construed and interpreted in accordance with, the laws of the
State of Missouri without reference to applicable choice of law provisions. The
headings used in this Agreement are for convenience only and must not in any way
affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
SPRINT SPECTRUM HOLDING
COMPANY, L.P.
By: /s/ Xxxxxx X. Xxxxxxxxxx, Xx.
Name: Xxxxxx Xxxxxxxxxx
Title: Chief Financial Officer
SPRINT SPECTRUM L.P.
By: /s/ Xxxxxx X. Xxxxxxxxxx, Xx.
Name: Xxxxxx Xxxxxxxxxx
Title: Chief Financial Officer
SPRINT SPECTRUM REALTY
COMPANY, L.P.
By: /s/ Xxxxxx X. Xxxxxxxxxx, Xx.
Name: Xxxxxx Xxxxxxxxxx
Title: Chief Financial Officer
