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EXHIBIT 10.116
AMENDMENT TO AGREEMENT
AND
PLAN OF REORGANIZATION
The Agreement and Plan of Reorganization dated December 29, 1995
between MIDCOM Communications Inc., ADNET Telemanagement, Inc. and Xxxxx Xxxxxxx
and Xxxxx Xxxxxxx (the "Agreement") is modified and amended as provided for
herein (this "Amendment").
1. The parties agree that, notwithstanding Section 8.1 of the
Agreement, the representations and warranties of MIDCOM and the
Shareholders set forth in Article 3 (the "Representations") are
extended and shall survive until the earliest Release Event (as defined
in that certain Settlement Agreement and Release of even date herewith
(the "Settlement Agreement"), and shall then terminate.
2. The purpose of this Amendment is to preserve until the first Release
Event the ability of the parties to bring suit for the breach of any of
the Representations, and each party to this Amendment hereby agrees
that the statute of limitations applicable to any and all claims for
breach of any of the Representations is tolled from the date of this
Amendment to and including the date of the first Release Event as
defined in the Settlement Agreement and hereby waives any defense
related to the timeliness of the filing of any such claim or complaint
or cause of action against the other during such period.
Except as specifically amended herein, all the remaining terms and
conditions of the Agreement and Plan of Reorganization between MIDCOM and the
shareholders shall remain in full force and effect."
DATED this 27 day of December, 1996.
MIDCOM COMMUNICATIONS INC.
By: /s/ XXXX X. XXXXX
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Xxxx X. Xxxxx
Its: Vice President and General Counsel
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Shareholder and Shareholders jointly and severally
/s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
Shareholder and Shareholders jointly and severally
/s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
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