Exhibit 10.57
***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 LP.
THIS ASSIGNMENT IS entered into and effective this 27th day of February, 1997,
by and between Sprint Communications Company L.P., a Delaware Limited
Partnership (hereinafter referred to as "Sprint"), with offices at 0000 Xxxx,
Xxxxxx Xxxx, XX 00000, Gulf States FiberNet, a Georgia General Partnership
(hereinafter referred to as "GSFN"), having an office at 000 Xxxxx Xxxxxx, Xxxx
Xxxxx, XX 00000, and Gulf States Transmission Systems, Inc., a Georgia
Corporation (hereinafter referred to as "Assignee"), having an office at 000
Xxxxx Xxxxxx, Xxxx Xxxxx, XX 00000, with GSFN and Sprint being collectively
referred to herein as the "Parties."
WHEREAS Sprint and Interstate FiberNet (hereinafter referred to as "IFN")
entered into a Telecommunications System Agreement dated January 26, 1995
("Agreement") which obligated 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 Sprint and IFN executed on July 25, 1995 an Assignment of the Agreement
in which IFN assigned all its rights and obligations under the Agreement to GSFN
(the "IFN Assignment").
WHEREAS GSFN now wishes to further assign the Agreement to Assignee; and
WHEREAS pursuant to the Agreement and the IFN Assignment of the Agreement, GSFN
now wishes to assign the following additional contracts to Assignee:
(i) Sprint Communications Company Facilities and Service Agreement,
made and entered into January 26, 1995;
(ii) Telecommunications Systems Maintenance Agreement, made and
entered into 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 upon the terms and conditions provided herein;
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 and Sprint entered into a Telecommunications
System Agreement ("Agreement"), a Sprint Communications Company
Facilities and Services Agreement, a Telecommunications System
Maintenance Agreement, and an Agreement for Use and Non-Disclosure of
Confidential information, collectively referenced hereinafter as
"Agreements," and a copy of which are attached to this Assignment as
Exhibits X-0, X-0, X-0 and A-4.
1.2 On July 25, 1995 IFN and Sprint entered into an Assignment Agreement
(the "IFN Assignment") which effectively transferred all rights and
obligations of IFN to GSFN, a copy of which is attached to this
Assignment as Exhibit B.
1.3 In accordance with Article 16.9 of the Agreement, GSFN requests and
Sprint hereby agrees, upon completion of the condition set forth in
Section 1.5 herein, to the assignment of the Agreements, including all
obligations thereunder, to Assignee. GSFN and ITC warrant that
Assignee is an entity that will carry out the terms and conditions of
the Agreements. GSFN hereby assigns to Assignee all rights, title and
interest of GSFN in and to the Agreements between GSFN and Sprint.
1.4 By its execution of this Assignment, Assignee agree to accept the
Agreements. Assignee agrees to assume and faithfully perform and
discharge all the terms and obligations of GSFN under the Agreements.
1.5 Assignee hereby warrants that it has the financial wherewithall to
carry out the obligations required by the Agreements. Assignee shall
cause GSFN and ITC to guarantee such obligation by providing Sprint
with financials for fiscal year 1996 and a projected budget for fiscal
year 1997.
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.
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.
GULF STATES FIBERNET SPRINT COMMUNICATIONS COMPANY
L.P.
A GEORGIA GENERAL PARTNERSHIP A DELAWARE LIMITED PARTNERSHIP
BY: /s/ Xxxxxxx Xxxxxxx BY: /s/ Xxxxx X. Xxxxxx
-------------------------------- -----------------------------------
Xxxxxxx Xxxxxxx Xxxxx X. Xxxxxx
Vice President & CFO Director, Real Estate Acquisition
and Administration
DATE: 2-24-97 DATE: 2-27-97
------------------------------ ---------------------------------
GULF STATES TRANSMISSION ITC HOLDING COMPANY, INC.
SYSTEMS, INC.
BY: /s/ Xxxxxxx Xxxxxxx BY: /s/ Xxxxxxx Xxxxxxx
-------------------------------- -----------------------------------
NAME: Xxxxxxx Xxxxxxx NAME: Xxxxxxx Xxxxxxx
------------------------------ ---------------------------------
TITLE: VP/CFO TITLE: VICE PRESIDENT
----------------------------- --------------------------------
DATE: 2-24-97 DATE: 2-24-97
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