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CITY OF SHOREWOOD
RESOLUTION NO.05- 0 4 6
A RESOLUTION ASSIGNING ENCROACHEMENT AGREEMENT FROM
KMC TELECOM III, LLC TO CENTURY TEL AQUISISTIONS, LLC
WHEREAS, KMC Telecom, III Inc. ("KMC"), and the City of Shorewood, Minnesota
entered into an Encroachment Agreement dated November 11, 1998; and
WHEREAS, Century Tel Acquisitions, LLC and KMC have jointly filed an application at
the Minnesota Public Services Commission pursuant to Minnesota State Statute §237.74(12) for
the transfer of assets and customers from KMC Telecom III LLC (f/k/a/ KMC Telecom, LLC;
KMC Telecom III, Inc.), a wholly owned subsidiary of KMC Telecom Holdings, Inc. to KMC
Telecom III LLC, to KMC Telecom III LLC, a wholly owned subsidiary of Century Tel
Acquisitions, LLC.; and
WHEREAS, Century Tel Acquisitions, LLC agrees to adhere to all applicable provisions
of said agreement.
NOW, THEREFORE BE IT RESOLVED by the City Council of the City of
Shorewood, Minnesota:
1. The agreement between the City of Shorewood and KMC Telecom III LLC, is
hereby assigned with all rights and obligations to Century Tel Acquisitions, LLC.
2. The consent of such assignment shall become effective as of the date of the closing
of the Asset Purchase of KMC Telecom III LLC's assets in Shorewood y Century
Tel. In the event that the Asset Purchase has not closed before or within 90 days
after June 30t`, 2005, this consent shall be null and void.
ADOPTED BY THE CITY COUNCIL OF THE CITY OF
day of May, 2005.
ATTEST:
CRAIG WAWON, CITY ADMINISTRATOR
LOVE, MAYOR
this 23rd
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Telecom.
PHONE • DATA • INTERN ET
March 16, 2005
Mr. Craig Dawson
City of Shorewood
5755 Country Club Road
Shorewood, MN 55331
Dear Mr. Dawson:
Regulatory Affairs
1755 North Brown Road
Lawrenceville, Georgia 30043
MAR 1 8 2005 r Tel678.985.7900
Fax 678.985.6213
www.kmctelecom.com
CITY OF;SHOREVVO Uri
PETITION FOR CONSENT TO ASSIGN
ENCROACHMENT AGREEMENT
As you are aware, KMC Telecom II, Inc. ("KMC") and the City of Shorewood,
Minnesota (the "City") entered into an Encroachment Agreement ("Agreement") which took
effect November 11, 1998 with the initial term expiring on November 10, 2003 and with
automatic renewals for five year periods, with the first automatic renewal period expiring on
November 10, 2008.
On February 2, 2005, KMC and CenturyTel Acquisition LLC ("CenturyTel Acquisition")
CenturyTel Acquisition, LLC d/b/a KMC Telecom III, a limited liability holding company
wholly owned by CenturyTel, Inc ("CenturyTel, Inc.'), entered into an asset purchase
agreement, under which CenturyTel Acquisition would acquire the metropolitan area network
transmission and switching facilities of KMC used to provide telecommunications services, as
well as KMC's customer relationships, in sixteen markets in the following states: (i) Alabama;
(ii) Indiana; (iii) Kansas; (iv) Louisiana; (v) Michigan; (vi) Minnesota; (vii) Mississippi; (viii)
Ohio; (ix) Tennessee; (x) Texas; and (xi) Wisconsin. The Minnesota acquisition includes KMC's
network transmission facilities in the city of Shorewood.
The anticipated date for the transfer of ownership to CenturyTel is approximately July 1,
2005, or as soon thereafter as the necessary governmental approvals can be obtained. Subject to
the required governmental approvals, KMC and CenturyTel Acquisition respectfully petition the
City for consent to transfer and assign KMC's rights and obligations under the Agreement to
CenturyTel. Upon, assignment, KMC would be released from the rights, duties and obligations
of the Agreement and such rights, duties, and obligations shall extend to, be binding upon, and
inure to the benefit of CenturyTel.
Please find attached in triplicate the Resolution which authorizes the transfer and
assignment of rights and obligations of KMC to CenturyTel d/b/a KMC Telecom III. Each of the
originals has been executed by KMC and CenturyTel. KMC and CenturyTel respectfully request
that the City acknowledge its consent to the assignment and transfer by executing and returning
two fully executed originals in the enclosed prepaid Federal Express package.
Attachment 91
Mr. Craig Dawson
March 16, 2005
Page 2
If you have any questions or concerns, please contact me at (678) 985-6220. Thank you
for your attention to this matter.
cc: Dan Davis, Senior Vice President and General Counsel
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