1
Exhibit 2
Dissolution Agreement
In consideration of the mutual covenants herein contained,
each party hereto represents to and agrees with the other parties as follows:
1. Effective immediately following the filing of
Amendment No. 1 to Schedule 13G ("Schedule 13G/A") pertaining to the Common
Stock, par value $.01 per share (the "Common Stock"), of IXC Communications,
Inc., the Joint Reporting Agreement dated as of February 11, 1997 among the
undersigned parties is terminated and shall be of no further force or effect.
2. The group consisting of the undersigned filing persons
of the Schedule 13G/A is hereby terminated effective immediately following the
filing of the Schedule 13G/A and all further filings for transactions with
respect to the Common Stock, if required, will be filed individually by each
person or entity.
This agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original instrument, but all of such
counterparts together shall constitute but one agreement.
Dated: February 2, 1998
Grumman Hill Investments, L.P.
a Delaware limited partnership
By: Grumman Hill Company, L.L.C.
a Delaware limited liability company
Its: General Partner
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Xxxxxxx X. Xxxxx
General Manager
Grumman Hill Company, L.L.C.
a Delaware limited liability company
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Xxxxxxx X. Xxxxx
General Manager
/s/ Xxxxxxx X. Xxxxx
--------------------------------------
Xxxxxxx X. Xxxxx
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