360Network-CN031223EXECUTION VERSION
W338155.03
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT, dated as of December 23, 2003, is entered into
by and among Touch America Holdings, Inc., a Delaware corporation (including any successor,
"Touch America "), and the subsidiaries of Touch America listed on the signature pages hereto,
(including their respective successors, e ach a "Seller" and together with Touch America, the
"Sellers "); and 360networks (USA) inc., a Nevada corporation, as assignee of 360networks
Corporation (including its successors and permitted assigns, "Purchaser ").
RECITALS
WHEREAS; Purchaser and Sellers have entered into a certain Amended and Restated
Asset Purchase Agreement, dated as of September 10, 2003 (the "Asset Purchase Agreement "),
pursuant to which Sellers have agreed to sell, transfer, convey, assign and deliver to Purchaser
and Purchaser has agreed to purchase from Sellers certain of the assets of Sellers used in, of, or
related to the Relevant Business, and Purchaser has agreed, in partial consideration therefor, to
assume certain obligations in connection therewith pursuant to Article II of the Asset Purchase
Agreement, by executing this Assumption Agreement;
WHEREAS, 360networks Corporation assigned its rights and obligations under the
APA to 360networks (USA) inc.;
WHEREAS, Purchaser and Sellers have entered into a certain Settlement Agreement
Amendment No. 1 to Amended and Restated Asset Purchase Agreement and Election under
Section 6.9(e), dated November 10, 2003 (the "Settlement and Amendment Agreement ");
WHEREAS, capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Asset Purchase Agreement or the Settlement and Amendment
Agreement as the case may be; and
WHEREAS, pursuant to Section 2.2 of the Asset Purchase Agreement, Purchaser is
required to execute and deliver to Sellers an Assumption Agreement whereby Purchaser assumes
certain obligations.
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein and other good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Purchaser hereby undertakes and agrees from and after the date hereof, subject to
the limitations contained herein and in the Asset Purchase Agreement, to assume and to pay,
perform and discharge when due the Assumed Liabilities specified to be assumed by Purchaser
under the Asset Purchase Agreement.
Nothing contained herein shall require Purchaser to pay or discharge any debts or
obligations expressly assumed hereby so long as Purchaser shall in good faith contest or cause to
be contested the amount or validity thereof. Purchaser shall not assume the Excluded Liabilities,
which shall remain the sole obligation of Sellers, their successors and assigns. No Person other
EXECUTION VERSION
W3381SS.03
This Assumption Agreement may be executed in any number of counterparts, each of
which will be deemed an original, but all of which together will constitute one and the same
instrument. This Assumption Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to a contract executed and performed in such State
without giving effect to the conflicts of laws principles thereof, except that if it is necessary in
any other jurisdiction to have the law of such other jurisdiction govern this Assumption
Agreement in order for this Assumption Agreement to be effective in any respect, then the laws
of such other jurisdiction shall govern this Assumption Agreement to such extent.
[SIGNATURE PAGE FOLLOWS]
�. e
. _.. _u \':. ci;:.Si:
to execute this Assumption Aareement on the day and year first above written,
SELLERS PURCHASER
TOUCH AMERIC LDINGS, INC. 360NETWORKS (USA) INC.
By: By.
Name: Mi hael J. M dahl Name:
Title: President an COO Title:
> TOUCH AMERICA
By:
Name: Michael J. Mel hl
Title: President and 00
SIERRA TOUCH LLC
By: i 6
Name: Michael J. Mel 1
Title: President and O
TOUCH AMERICA PURCHASING
COMPANY, LLC
By:
Name: Michael annd Mel 1
Title: President C O
TOUCH AMERICA INTANGIBLE
HOLDING COMPA LC
By:
Name: Michael J. Me ahl
Title: President and 00
AMERICAN FIBER LLC
By:
Name: Michael J. Me ahl
Title: President and 00
ENTECH, LLC
By.��Name: Michael J. Meld I
Title: President and 0
IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers
to execute this Assumption Agreement on the day and year first above written.
SELLERS PURCHASER
TOUCH AMERICA HOLDINGS, INC. 360NE7RK SA) IN,5 J
By: By: ��
Name: Michael J. Meldahl Name:
Title: President and COO Title: S ��
TOUCH AMERICA, INC.
By:
Name: Michael J. Meldahl
Title: President and COO
SIERRA TOUCH AMERICA, LLC
By:
Name: Michael J. Meldahl
Title: President and COO
TOUCH AMERICA PURCHASING
COMPANY, LLC
By:
Name: Michael J. Meldahl
Title: President and COO
TOUCH AMERICA INTANGIBLE
HOLDING COMPANY, LLC
By:
Name: Michael J. Meldahl
Title: President and COO
AMERICAN FIBER TOUCH LLC
By:
Name: Michael J. Meldahl
Title: President and COO
ENTECH, LLC
By-
v_une: �,iicha�l '. Ll�lcial�i
Execution Version
W337355.08
CLOSING AGREEMENT
This CLOSING AGREEMENT (this "Closing Agreement "), dated December 23, 2003, is
entered into by and among Touch America Holdings, Inc., a Delaware corporation, and the
subsidiaries of Touch America listed on the signature pages hereto (collectively, the "Sellers "),
and 360networks (USA) inc., a Nevada corporation (the "Purchaser "). Sellers and Purchaser are
referred to herein collectively as the "Parties" and individually as a "Party ". The Parties agree as
follows:
I. GENERAL
A. Closing Date. On the date hereof, the Closing Date occurred with respect to the
transactions contemplated by the Amended and Restated Asset Purchase Agreement by and
between the Sellers and Purchaser dated as of September 10, 2003 (the "APA ") as amended
pursuant to (i) that certain Settlement Agreement Amendment No. 1 to Amended and Restated
Asset Purchase Agreement and Election under 6.9(e) dated November 10, 2003 (the "Settlement
and Amendment Agreement ") and (ii) that certain letter agreement between Sellers and
Purchaser dated December 5, 2003 (the "Letter Agreement "). The APA, the Settlement and
Amendment Agreement and the Letter Agreement shall be referred to herein collectively as the
"Transaction Agreement ". Capitalized terms used in this Closing Agreement and not otherwise
defined shall have the meanings ascribed to them in the Transaction Agreement.
B. Assignment. 360networks Corporation assigned its rights and obligations under
the APA and the Settlement and Amendment Agreement to Purchaser pursuant to a certain
Assignment and Assumption Agreement, dated November 14, 2003. Sellers received a copy of
such Assignment and Assumption Agreement.
C. Intention. This Closing Agreement is intended to document the actions taken
and deliveries made at the Closing, and to reflect certain agreements and understandings of the
Parties reached at the Closing. The Parties and the Committee acknowledge and agree that (i)
this Closing Agreement is delivered by the Parties at the Closing in accordance with and as
contemplated by Sections 9.2(g) and 9.3(d) of the APA, (ii) where this Closing Agreement
amends or supplements the APA, such amendments and supplements are not material, and (iii)
the covenants and agreements contained in this Closing Agreement shall be considered
covenants and agreements under the APA for all purposes, including indemnification under
Article X thereof.
D. Miscellaneous. For the convenience of the Parties, any number of counterparts of
this Closing Agreement may be executed by any one or more Parties, and each such executed
counterpart shall be, and shall be deemed to be, an original, but all of which shall constitute, and
shall be deemed to constitute, in the aggregate but one and the same instrument. The Parties
agree that, for all purposes, signatures on original documents relating to the Closing transmitted
by facsimile shall be treated as originals provided that the original signatures are delivered to
Purchaser's counsel prior to December 31, 2003.
Execution Version
W337355.08
D. Actions of Third Parties:
1. Execution and delivery of Escrow Agreement by the Escrow Agent
2. Execution and delivery of Agreement Regarding Wireless Assets
by Corban Communications, Inc.
3. Execution and delivery of New IRU Agreement by and between
Qwest and Sellers
E. Certain Determinations With Respect to Payments under the Agreements:
BASE PRICE: $28,000,000.00
less Option Fee with respect to Item #4 on Schedule 1.3 to the APA: ($150,000.00)
ADJUSTED BASE PRICE: $27,850,000.00
less Transaction Payment Holdback: ($3,750,000.00)
Credit for Asset Prepayment Amount ($1,000,000.00)
Base Price Payable at Closing: $23,100,000.00
Base Price Paid to Escrow Agent per Letter Agreement: $23,100,000.00
BURN:
November 1, 2003 through November 30, 2003 $0.00
December 1, 2003 through Closing Date $0.00
Total Amount Payable under Primary Transaction Agreements on account of Burn: $0.00
Transaction Payment Holdback payable at Closing of Qwest transaction: $3,750,000.00
F. Summary of Payments Made at Closing Date and Wire Instructions:
Amount of Base Price Escrow Fund payable to Escrow Agent
pursuant to Section 2.5(b) of APA to be transferred to the following account: $5,570,000.00
Bank Name: Wells Fargo Bank, National Association
ABA Number: 121000248
Account Name: Corporate Trust Clearing
Account Number: 0001038377
For credit to: Touch America/360networks Escrow, Account No. 15302400
Execution Version
W337355.08
Portion of Base Price Escrow Fund payable to Sellers to be
wired to the following account: $16,879,259.58
Bank Name: US BANK NA MONTANA
ABA Number: 092900383
Account Name: TOUCH AMERICA, INC. GENERAL ACCOUNT
Account Number: 156210881249
Portion of Base Price Escrow Fund payable to Sellers'
Counsel, Young Conaway, relating to the Nortel dispute, to be
wired to the following account: $650,740.42
Bank Name: WILMINGTON TRUST COMPANY, WILMINGTON DELAWARE
ABA Number: 031100092
Account Name: YOUNG CONAWAY STARGATT & TAYLOR, LLP ESCROW ACCOUNT
FBO Account Number: 2782 -4358
Transaction Payment Holdback payable to Sellers at closing
of Qwest transaction to be wired by Purchaser to the following account:
Bank Name: US BANK NA MONTANA
ABA Number: 092900383
Account Name: TOUCH AMERICA, INC. GENERAL ACCOUNT
Account Number: 156210881249
Burn Amount Payable to Sellers at Closing:
III. Actions To Be 'Taken After Closing Date.
$3,750,000.00
$0.00
A. Immediately after the Closing, Sellers shall execute a payment receipt with respect to
(i) the Base Price Escrow Amount paid to Sellers by Escrow Agent, (ii) the Base Price Escrow
Amount paid to Sellers' counsel by Escrow Agent, and (iii) the Transaction Payment Holdback
paid to Sellers by Purchaser.
IV. Additional Agreements of the Parties with respect to Closing.
A. The APA Closing Procedure. The Parties acknowledge and agree that the Closing
was effectuated by following the APA Closing Procedure, except as provided in the Agreement
Regarding Wireless Assets. As a result of not effectuating the Closing by following the
Alternative Closing Procedure, the Parties acknowledge and agree that the Management Services
Agreement, dated November 19, 2003, by and among Sellers and Purchaser never became
effective. Without limiting the foregoing, the Parties hereby terminate the Management Services
Agreement with no Party owing any other Party any obligations thereunder or related thereto.
Execution Version
W337355.08
B. Extension of Purchase Right. (i) The Parties agree that, until the expiration of the
Relevant Period (as defined below), Purchaser shall have the right and ability (the "Extended
Purchase Right ") to purchase, as Purchased Assets pursuant to the APA, from Sellers the specific
optical fibers and conduit identified on Schedules A -1 and A -2 (collectively, the "Relevant
Assets ") attached hereto. The Extended Purchase Right may be exercised by Purchaser at any
time during the Relevant Period by delivering a written notice of exercise to Sellers not later than
ten (10) Business Days prior to the expiration of the Relevant Period. Sellers shall transfer and
assign the Relevant Assets, as Purchased Assets pursuant to the APA, on the tenth (101')
Business Day following Sellers' receipt of the exercise notice. Upon transfer and assignment of
the Relevant Assets, Purchaser shall pay to Sellers the sum of $1.00. Notwithstanding the
foregoing, Sellers shall be obligated to transfer and assign the Relevant Assets only if either (x)
Purchaser assumes all rights, obligations and liabilities under the agreements identified on
Schedules B -1 and B -2 (each a "Relevant Agreement" and collectively, the "Relevant
Agreements "), in which case Sellers shall assume and assign to Purchaser such Relevant
Agreements in Sellers' Bankruptcy Case pursuant to the terms and conditions of the APA
relating to Assumed Contracts, (y) each Seller is unconditionally released of all liabilities and
obligations arising under or from, and all claims relating to, the Relevant Agreements (clauses
(x) and (y) being collectively, the "Transfer Conditions "), or if the Parties otherwise mutually
agree in writing.
(ii) During the Relevant Period, Purchaser shall attempt to reach a business
resolution with the Broadwing Communications Services Inc. (including its permitted successors
and assigns) ( "Broadwing ") and Wiltel Communications, LLC, as successor to Williams
Communications, Inc. (including its permitted successors and assigns) ( "Wiltel ") with respect to
the Relevant Assets and the Relevant Agreements. For clarity, in the event Purchaser determines
that it will not be able to reach a business solution with Wiltel and/or Broadwing, it shall not be
obligated hereunder to continue such negotiations. Each of the Sellers and the Committee
covenant that it will support, and will not hinder, impair, interfere with or otherwise cause any
adverse effect or event to occur with respect to, Purchaser's negotiations with Broadwing and /or
Wiltel.
(iii) Each of the Parties agrees that it shall keep the existence of the agreements
contained in this section IV.B., and the contents thereof, strictly confidential; provided, however,
any Party may disclose such provisions, or the existence thereof, under seal (if permitted by
court order), to the extent compelled to do so by a court of competent jurisdiction, including but
not limited to the Bankruptcy Court.
(iv) During the Relevant Period, the Sellers shall not reject any Relevant
Agreement without the consent of the Purchaser.
(v) The Parties acknowledge and agree that this Extended Purchase Right is
severable as between the Relevant Assets and the Relevant Agreements pertaining to Broadwing
(Schedules A -1 and B -1) and the Relevant Assets and the Relevant Agreements pertaining to
Wiltel (Schedules A -2 and B -2) and may be exercised, or not, independent of the other.
Execution Version
W337355.08
(vi) F or p urposes o f t his S ection IV. B., " Relevant P eriod" in eans, unl ess t he
Parties mutually agree, the period commencing immediately following Closing and ending at the
earliest of (a) the effective date of a plan of reorganization in the Sellers' Bankruptcy Case, (b)
180 days following Closing, (c) Purchaser reaching a business resolution with Broadwing and/or
Wiltel with respect to the Relevant Assets and the Relevant Agreements, or (d) in the event
Purchaser informs Sellers in writing that it intends (1) to exclude the Relevant Agreements and
(2) not to exercise its Extended Purchase Right hereunder with respect to the Relevant Assets,
effective on the certain date specified in such notice (provided that such date shall be no less than
thirty (30) days from the notice date) unless Purchaser retracts such notice prior to such date,
provided, however, that this clause (d) shall not extend the Relevant Period beyond 180 days
following Closing.
C. Without limiting anything to the contrary, to the extent Bankruptcy Court
authorization is necessary or desirable to effectuate or confirm (i) the covenants and agreements
contained herein or (ii) the transfer and assignment of any rights of Sellers under any Assumed
Contract, Assumed Lease or Purchased Asset, Sellers shall obtain such Bankruptcy Court
authorization as soon as reasonably practicable. Without limiting any obligation of Sellers under
the T ransaction A greement o r t he im mediately preceding s entence, S ellers a gree t hat, t o t he
extent any party to an agreement listed on the relevant Schedules to the General Assignment and
Bill of Sale delivered at Closing, including without limitation Schedule 3.3.2 thereto, was not
served with notice of the assumption of such agreement by Sellers and assignment of such
agreement to Purchaser, the Sellers shall promptly take appropriate corrective measures
reasonably acceptable to Purchaser, which may include, among other things, the filing and
service o f r enewed o r s upplemental in otions a nd no tices w ith t he Ba nkruptcy C ourt s eeking
approval o r r atification o f t he a ssumption a nd a ssigament o f a ny s uch a greements, p rovided
however, that any contracts that are the subject of such corrective measures shall be specifically
identified by Purchaser.
D. Except as otherwise specifically set forth herein and in the Agreement Regarding
Regarding Wireless Assets, all rights and obligations of the Parties under the Transaction
Agreement shall remain in full force and effect and shall not be waived, modified or otherwise
altered by this Agreement. Except as provided in the Agreement Regarding Wireless Assets, all
representations and warranties contained in the APA and all covenants and agreements of the
Parties contained in this Closing Agreement, the APA, the Settlement and Amendment
Agreement and the Letter Agreement shall survive the Closing.
E. Nothing contained in this Closing Agreement shall confer any rights, benefits or
remedies upon any person or entity, including without limitation Wiltel and Broadwing, other
than the parties hereto and their respective permitted successors and assigns.
[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGE FOLLOWS]
Execution Version
W337355.08
IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers to
execute this Closing Agreement on the day and year first above written.
SELLERS
PURCHASER
TOUCH AMERICA HOLDINGS, INC.
360NETWORKS (USA) INC.
By:
By:
Name: Michael J. Meldahl
Name:
Title: President and COO
Title:
TOUCH AMERICA, INC.
OFFICIAL COMMITTEE OF UNSECURED
By:
CREDITORS OF THE DEBTORS AND
Name: Michael J. Meldahl
DEBTORS IN POSSESSION
Title: President and COO
By:
Name:
Title:
SIERRA TOUCH AMERICA, LLC
By:
Name: Michael J. Meldahl
Title: President and COO
TOUCH AMERICA PURCHASING
COMPANY, LLC
By:
Name: Michael J. Meldahl
Title: President and COO
TOUCH AMERICA INTANGIBLE
HOLDING COMPANY, LLC
By:
Name: Michael J. Meldahl
Title: President and COO
AMERICAN FIBER TOUCH LLC
By:
Name: Michael J. Meldahl
Title: President and COO
ENTECH, LLC
By:
Name: Michael J. Meldahl
Title: President and COO
i
Schedules to Closing Agreement
Schedule A -1
48 fibers and 1 conduit on the following route segments:
S eg #
Segment A
Segment Z
ULR
Provider
Route Mileage
(approximate)
150
Denver MCI
'unction
Pueblo
TA
168.3
151
Pueblo
Amarillo
TA
369.2
152
marillo
Lubbock
TA
130.7
153
Lubbock
Wichita Falls
TA
232.3
154
ichita Falls
Irvin
A
125.4
155
Irving jDallas
Dallas
iDynamic
11.5
Schedule A -2
24 fibers on the following route segments:
Seg #
Segment A
Segment Z
ULR
Provider
Route Mileage
(approximate)
150
Denver MCI
'unction
Pueblo
TA
168.3
151
IPueblo
Amarillo
TA
369.2
152
marillo
Lubbock
TA
130.7
153
Lubbock
Wichita Falls
TA
232.3
154
Wichita Falls
TA
125.4
155
_Irving
Irving
Dallas
11.5
156
Colorado
Springs JCT
-Dynamic
Colorado Spgs
POP
TA
61.6
157
Pueblo 'ct
Pueblo POP
TA
5.5
158
Amarillo 'ct
Amarillo POP
TA
32.1
159
Lubbock 'ct
Lubbock POP
TA
47.2
160
Wichita Falls 'ct
Wichita falls POP
A
20.44
Schedules to Closing Agreement
Schedule B -1
IRU Agreement (SWAP) between IXC Communications Services, Inc. (Salt Lake City,
Utah to Denver, Colorado) and Touch America, Inc. (Denver, Colorado to Dallas, Texas)
dated March 24, 1999.
Schedule B -2
IRU Agreement between Williams Communications, Inc and Touch America, Inc. dated
March 31, 2000.
ELLET S I PURCHASER
'1,jUCHAMER H DINGS, INC.
By:
Name: M%ichael J. eldahl
Title: President d COO
360NETWORKS (USA) INC.
By: _
Name:
Title:
TOUCH AMEBIC , I C.
OFFICIAL COMMITTEE OF UNSECURED
B y: `
CREDITORS OF THE DEBTORS AND
Name: Michael J. eldahl
DEBTORS IN POSSESSION
Title: President a d COO
By:
Name:
Title:
SIERRA TOUCH AMeI A, LLC
Name: Michael J. M dahl
Title: President and COO
TOUCH AMERICA PURCHASING
COMPANY, LLC
Name: Michael J. Mel ahl
Title: President and 00
TOUCH AMERICA INTANGIBLE ( 14
HOLDING CO LLC 15
�B}JG /L c
Name: ichael J. eldahl 1
Title: President d COO
i
AMERICAN FIBER CH LLC 17
18
Name: Michael J. M dahl
j rule: President an COO
;I 1s
> i TEC , LLC
'1 Na
me: Michael J.
Title dah(
President an COO
�� -�s�� _far c. y.r...�� . � �_ ,... -• �r- ,r�.�:^� -�, : -:,..� _.:�,_�,_.
6
OL
LL
Zl.
1
Execution Version
W337355.08
IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers to
execute this Closing Agreement on the day and year first above written.
SELLERS
PURCHASER
TOUCH AMERICA HOLDINGS, INC.
360NETWORKS (USA) INC.
By:
By:
Name: Michael J. Meldahl
Name:
Title: President and COO
Title:
TOUCH AMERICA, INC.
OFFICIAL COMMITTEE
OF UNSECURED
CREDITORS OF THE
DEBTORS AND
By:
DEBTORS IN POSSESSION
Name: Michael J. Meldahl
Title: President and COO
B y:
Name:
Title:
SIERRA TOUCH AMERICA, LLC
By:
Name: Michael J. Meldahl
Title: President and COO
TOUCH AMERICA PURCHASING
COMPANY, LLC
By:
Name: Michael J. Meldahl
Title: President and COO
TOUCH AMERICA INTANGIBLE
HOLDING COMPANY, LLC
By:
Name: Michael J. Meldahl
Title: President and COO
AMERICAN FIBER TOUCH LLC
By:
Name: Michael J. Meldahl
Title: President and COO
ENTECH,LLC
Bv:
tiamc: \Ilch.lcl J :\.1C1d:1h1 --
Execution Version
W337355.08
IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers 1
execute this Closing Agreement on the day and year first above written.
SELLERS
TOUCH AMERICA HOLDINGS, INC.
By:
Name: Michael J. Meldahl
Title: President and COO
PURCHASER
360NETWORKS (USA) INC.
By:
Name:
Title:
TOUCH AMERICA, INC. OFFICIAL COMMITTEE OF
CREDITORS OF THE DEB ORSCt
By.
Name: Michael J. Meldahl DEBTORS IN POSSESSION
Title: President and COO
By
Name:
Title:
SIERRA TOUCH AMERICA, LLC J
By:
Name: Michael J. Meldahl
Title: President and COO
TOUCH AMERICA PURCHASING — —
COMPANY, LLC
By:
Name: Michael J. Meldahl
Title: President and COO
TOUCH AMERICA INTANGIBLE
HOLDING COMPANY, LLC
By:
Name: Michael J. Meldahl
Title: President and COO
AMERICAN FIBER TOUCH LLC
By:
Name: Michael J. Meldahl
Title: President and COO
ENTECH,LLC
By:
Name: Michael J. Meldahl
Title: President and COO
�Rk
t .}
Y
it
z
S
i L
8
OL
LL
�L
E3
Execution Version
W337355.08
IN WITNESS WHEREOF, the undersigned have caused their duly authorized officers 1
execute this Closing Agreement on the day and year first above written.
SELLERS
TOUCH AMERICA HOLDINGS, INC.
By:
Name: Michael J. Meldahl
Title: President and COO
PURCHASER
360NETWORKS (USA) INC.
By:
Name:
Title:
TOUCH AMERICA, INC. OFFICIAL COMMITTEE OF
CREDITORS OF THE DEB ORSCt
By.
Name: Michael J. Meldahl DEBTORS IN POSSESSION
Title: President and COO
By
Name:
Title:
SIERRA TOUCH AMERICA, LLC J
By:
Name: Michael J. Meldahl
Title: President and COO
TOUCH AMERICA PURCHASING — —
COMPANY, LLC
By:
Name: Michael J. Meldahl
Title: President and COO
TOUCH AMERICA INTANGIBLE
HOLDING COMPANY, LLC
By:
Name: Michael J. Meldahl
Title: President and COO
AMERICAN FIBER TOUCH LLC
By:
Name: Michael J. Meldahl
Title: President and COO
ENTECH,LLC
By:
Name: Michael J. Meldahl
Title: President and COO