SECOND AMENDMENT TO AGREEMENT AND PLAN OF EXCHANGE
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF EXCHANGE (this
"Amendment"), made as of the 8th day of January, 1998, by and among ADVANCED
COMMUNICATIONS GROUP, INC., a Delaware corporation organized in September 1997,
FIRSTEL, INC., a South Dakota corporation, and XXXX X. XXXXXXX, XXXXX X. XXXXX,
X. XXXXXXX VAN LEUR, XXXXXXX XXXXXX, XXXX VANDERBERGE, TELE-TECH, INC. AND
RAFT, L.L.C., and XXXXX X. XXXXXXXX, XXXXXXX XXXXXXXX, AND XXXXX X. XXXXXX,
amends the Agreement and Plan of Exchange dated as of October 6, 1997 among the
parties (the "Original Agreement"), as amended by the Amendment to Agreement
and Plan of Exchange executed as of December 15, 1997 (the "First Amendment")
(collectively, the "Agreement").
RECITALS
WHEREAS, the parties wish to extend the date by which the
transactions contemplated by this Agreement to take place at the
Closing shall occur; and
WHEREAS, all capitalized terms not otherwise defined herein
have the meanings ascribed to them in the Original Agreement, as
amended by the First Amendment;
NOW, THEREFORE, in consideration of the premises, the mutual
representations, warranties, covenants and agreements herein
contained, and other consideration, the receipt and sufficiency of
which is acknowledged, the parties hereby agree as follows:
1. EXTENSION OF CLOSING DATE.
The phrase, "January 31, 1998," in Section 13.1(iii) of the Original
Agreement is deleted and replaced by the phrase, "February 20, 1998."
2. MISCELLANEOUS
2.1 Counterparts. For the convenience of the parties, any number of
counterparts of this Second Amendment may be executed by any one or more
parties hereto, 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. A
facsimile copy of a signature page to this Second Amendment shall be accorded
the same force and effect as a manually executed original counterpart of a
signature page to this Second Amendment.
2.2 Integration Clause. The Original Agreement, as modified by the
First Amendment and this Amendment, represents the final agreement among the
parties relating to its subject matter and may not be contradicted by evidence
of prior, contemporaneous, or subsequent oral agreements of the parties. There
are no unwritten oral agreements between the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
ADVANCED COMMUNICATIONS GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman and Chief Executive Officer
FIRSTEL, INC.
By: /s/ Xxxx X. Xxxxxxx
------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President and Chief Executive Officer
-2-
STOCKHOLDERS:
/s/ Xxxx X. Xxxxxxx
---------------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxx
---------------------------------------------
Xxxxx X. Xxxxx
/s/ X. Xxxxxxx Van Leur
---------------------------------------------
X. Xxxxxxx Van Leur
/s/ Xxxxxxx Xxxxxx
---------------------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxx VanderBerge
---------------------------------------------
Xxxx VanderBerge
-3-
NEW STOCKHOLDERS:
TELE-TECH, INC.
By:
------------------------------------------
Name:
Title:
RAFT, L.L.C.
By:
------------------------------------------
Name:
Title:
BENEFICIAL OWNERS:
/s/ Xxxxx X. Xxxxxx
---------------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxxxx
---------------------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxx
---------------------------------------------
Xxxxxxx Xxxxxxxx
-4-
PRINCIPALS OF XXXXX, XXXX &
COMPANY LLC
/s/ Xxxx X. Xxxxx
---------------------------------------------
Xxxx X. Xxxxx
/s/ J. Xxxxxxx Xxxx
---------------------------------------------
J. Xxxxxxx Xxxx
XXXXXXXX, INC.
By: /s/ Xxxxx X. Xxxxxxx, Xx.
------------------------------------------
Name: Xxxxx X. Xxxxxxx, Xx.
Title: President
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxx
-5-
