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360Network-CS050105T H E C I T Y O F COPPELL 11 7 "7!- h S 1 January 5, 2005 Mitchell Merryman 360Networks (USA), Inc. 867 Coal Creek Circle, Suite 160 Louisville CO 80027 RE: License Agreement for Touch America Dear Mr. Merryman: In December 2004 you contacted this office requesting information about the license agreement Touch America entered into with the City of Coppell in July 1999. Your questions centered on the need for a new agreement to change the name to 360Networks (USA) Inc. After researching the issue, it has been determined that a new agreement with the City is not necessary, however, the original agreement contains details on Page 6, Section 16 that address your question. The following is Section 16 in its entirety: Assip_nment: LICENSEE shall not assign or transfer its rights under the AGREEMENT to any other person or entity without the prior written consent of CITY, which consent will not be unreasonably withheld. Any assignment agreement shall be in writing and a duly executed copy of same shall be filed with the CITY's City Engineer. The transfer of facilities obviously took place at some time unknown to the City of Coppell. In order to follow the terms of the original agreement, please provide a copy of the agreement wherein Touch America's facilities existing within the rights -of -way of the City of Coppell were legally transferred to 360Networks (USA). This agreement will become a part of and attached to the License Agreement executed on July 31, 1999. Thank you for your cooperation in this matter. If you have further questions, contact this office at your convenience. Sincerely, Kenneth M. Griffin, P.E. Director of Engineering & Public Works Office: 972/304 -3686 Fax: 972/304 -7041 cc: Chad Beach, Asst. Finance Director 25E: PARKWAY * P . O . B O X 9478 * C O P P E L L TX 750 1 9 * TEL 972/462 0022 * FAX 572/304 3673