EXHIBIT 2.5
[EXECUTION COPY]
ACKNOWLEDGEMENT AND AMENDMENT NO. 1
TO ASSET PURCHASE AGREEMENT
THIS ACKNOWLEDGEMENT AND AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
(this "Amendment") is made and entered on this 7th day of April, 2003, by and
among Florida Digital Network, Inc. and Southern Digital Network Inc.
(collectively, the "Purchasers"); and Mpower Holding Corporation, Mpower
Communications Corp. and Mpower Lease Corporation (collectively, the "Seller
Companies").
WHEREAS, the Purchasers and the Seller Companies are parties to that
certain Asset Purchase Agreement, dated as of January 8, 2003 (the "Purchase
Agreement");
WHEREAS, in accordance with Section 10.5 of the Purchase Agreement, the
Purchasers and the Seller Companies desire to amend the Purchase Agreement as
specified in this Amendment and the Purchaser and Seller Companies also desire
to make the other acknowledgements and agreements contained herein; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
and agreements herein set forth and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Purchasers and
the Seller Companies hereby agree as follows:
1. Section 1.1 of the Purchase Agreement. Section 1.1 of the Purchase
Agreement is hereby amended by inserting (a) the following definition
immediately after the definition of "First Closing Date" and immediately before
the definition of "Florida Purchased Assets": "Florida Claim" has the meaning
set forth in Section 8.6(c)." and (b) the following definition immediately after
the definition of "Florida Second Closing Date" and immediately prior to the
definition of "GAAP": "Florida Tax Liability Escrow" shall mean $1,783,557.32."
2. Section 2.1(a)(viii) of the Purchase Agreement. Section 2.1(a)(viii)
of the Purchase Agreement is hereby amended by replacing the words "Excluded
Long Distance Accounts Receivables" with the words "Excluded Long Distance
Receivables".
3. Section 2.1(h)(ii) of Purchase Agreement. Section 2.1(h)(ii) of the
Purchase Agreement is hereby amended by replacing the amount "$350,000" set
forth in the last sentence of Section 2.1(h)(ii) with the amount "$1,000,000".
4. Section 3.2(c)(i). Section 3.2(c)(i) of the Purchase Agreement is
hereby amended by replacing the amount "$3,600,000" with the amount
"$4,250,000".
5. Section 3.2(c)(i). Section 3.2(c)(i) of the Purchase Agreement is
hereby amended by inserting the words "and minus (C) the Florida Tax Liability
Escrow" immediately preceding the words ", as follows:" in Section 3.2 (c)(i).
6. Section 7.1(a)(xii). Section 7.1(a)(xii) of the Purchase Agreement
is hereby amended by replacing the words "Schedule 4.3(b) and Schedule 4.3(c)"
with the words "Schedule 4.3".
7. Section 8.6; Section 8.6(a). The title of Section 8.6 is hereby
amended by adding the words "and the Florida Tax Liability Escrow" at the end of
such title. Section 8.6(a) of the Purchase Agreement is hereby amended by
inserting the following at the end of such section: "; and provided further that
notwithstanding anything to the contrary set forth in this Section 8.6, (x) a
portion of the Purchase Price Holdback Escrow equal to the ACNA Holdback shall
not be disbursed in accordance with this Section 8.6(a) but shall instead be
retained by the Escrow Agent and disbursed in accordance with Section 2.1(h)(ii)
of this Agreement and (y) no portion of the Purchase Price Holdback Escrow
(other than the ACNA Holdback) shall be disbursed to the Seller Companies (or in
the case of clause (1), to the Purchasers) until such time as (1) the Purchasers
incur any Losses incurred on account of the Seller Companies' failure to pay
Taxes to the State of Georgia on account of the operation of the Business prior
to the date hereof or to satisfy any claim with respect thereto (in which case
the Seller Companies and the Purchasers shall execute and deliver joint written
instructions to the Escrow Agent instructing the Escrow Agent to release a
portion of the Purchase Price Holdback Escrow to the Purchasers in the amount of
such Losses) and/or (2) the Seller Companies have delivered to the Purchasers a
tax clearance certificate indicating that no Taxes are owed by the Seller
Companies to the State of Georgia and/or (3) the Seller Companies have delivered
to the Purchasers documentation from the State of Georgia, in form and substance
reasonably satisfactory to the Purchasers, indicating the amount of Taxes that
are owed to the State of Georgia that must be paid prior to the issuance of a
tax clearance certificate from the State of Georgia (in which case, if such
amount is less than an amount equal to the Purchase Price Holdback Escrow minus
the ACNA Holdback, then an amount equal to three times such lesser amount shall
be retained by the Escrow Agent until such time as the Seller Companies deliver
a tax clearance certificate from the State of Georgia indicating that no Taxes
are owed by the Seller Companies to the State of Georgia and the remaining
portion of the Purchase Price Holdback Escrow shall be disbursed in accordance
with the terms of this Section 8.6(a))".
8. New Section 8.6(c). Section 8.6 of the Purchase Agreement is hereby
amended by inserting the following words as a new Section 8.6(c): "(c)
Disbursement of Tax Indemnity Escrow. The Seller Companies acknowledge that a
claim (the "Florida Claim") has been filed by the State of Florida-Department of
Revenue alleging that an amount equal to the Florida Tax Liability Escrow is
owed by Communications to the State of Florida - Department of Revenue with
respect to sales and use Tax obligations. The Seller Companies do not believe
that an amount equal to the Florida Tax Liability Escrow is owed to the State of
Florida - Department of Revenue, but the Seller Companies acknowledge that the
Seller Companies' obligations to pay Taxes to the State of Florida on account of
the operation of the Business prior to the date hereof or to satisfy any claim
with respect thereto (including without limitation the Florida Claim) are
Excluded Liabilities (and not Assumed Liabilities) under this Agreement. The
Seller Companies further acknowledge that if the State of Florida - Department
of Revenue is ultimately successful in its proceedings with respect to the
Florida Claim, and
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Communications does not satisfy the Florida Claim in accordance with the final
resolution thereof, then the State of Florida - Department of Revenue could,
under applicable Law, proceed against the Purchasers in order to satisfy the
Florida Claim. The Seller Companies hereby agree that they shall jointly and
severally indemnify and hold harmless the Purchasers and the other Purchaser
Indemnified Parties from and against any and all Losses relating to, arising out
of or in any way incidental to the Florida Claim. As security for the foregoing
indemnification obligation, the Seller Companies acknowledge and agree that an
amount equal to the Florida Tax Liability Escrow shall be deducted from the
Second Closing Payment that would otherwise be disbursed to the Seller Companies
on the date hereof (as provided in Section 3.2(c)(i)) and shall instead be
deposited with the Escrow Agent on the Second Closing Date. Notwithstanding
anything contained in this Agreement to the contrary, the Florida Tax Liability
Escrow shall only be disbursed to the Purchasers and/or the Seller Companies, as
the case may be as follows: (i) the Seller Companies and the Purchasers shall
execute and deliver joint written instructions to the Escrow Agent instructing
the Escrow Agent to release all or a portion of the Florida Tax Liability Escrow
to the Purchasers to the extent of any Losses incurred by the Purchasers on
account of the Florida Claim and/or (ii) upon the written notice to the
Purchasers of documentation, in form and substance reasonably satisfactory to
the Purchasers, of (A) the results of an audit by the State of Florida -
Department of Revenue indicating that the only outstanding Taxes owed by the
Seller Companies to the State of Florida that are Excluded Liabilities are Taxes
relating to the Florida Claim and (B) (1) an agreement between the Seller
Companies and the State of Florida - Department of Revenue to settle the Florida
Claim in its entirety or (2) a final Governmental Order setting forth the terms
and conditions of the final disposition or settlement of the Florida Claim, then
the Seller Companies and the Purchaser shall, within five (5) Business Days of
Purchasers' receipt of such written notice and documentation together with joint
written instructions to the Escrow Agent prepared by Seller Companies and in
form and substance reasonably satisfactory to the Purchasers, execute and
deliver such joint written instructions to the Escrow Agent instructing the
Escrow Agent to disburse all or a portion (as the case may be, in accordance
with the documents delivered to the Purchasers under clause (B)(1) or (B)(2) of
this Section 8.6(c)) of the Florida Tax Liability Escrow directly to the State
of Florida - Department of Revenue as final settlement of the Florida Claim
and/or (iii) to the extent that any portion of the Florida Tax Liability Escrow
continues to be held by the Escrow Agent after any disbursements contemplated by
clauses (i) and (ii) above, upon the Seller Companies' delivery to the
Purchasers of a tax clearance certificate from the State of Florida-Department
of Revenue indicating to the Purchasers' reasonable satisfaction that the
Florida Claim has been satisfied in full and that the Purchasers are not subject
under applicable Law to any potential Losses with respect to, arising out of or
in any way incidental to the Florida Claim or any other Taxes owing (or claimed
to be owing by the State of Florida) which are Excluded Liabilities hereunder,
then the Purchasers and the Seller Companies shall execute and deliver joint
written instructions to the Escrow Agent instructing the Escrow Agent to
disburse the Florida Tax Liability Escrow to the Seller Companies. The Seller
Companies' obligation to deliver a tax clearance certificate from the State of
Florida under this Section 8.6 (c) is in lieu of the Seller Companies'
obligation to deliver such a certificate under Section 3.1(b)(iii) of the
Agreement."
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9. Certain Acknowledgements and Agreements. The Purchasers and the
Seller Companies hereby acknowledge the following:
(a) Notwithstanding anything in the Purchase Agreement to the
contrary, that the First Closing, the Georgia Second Closing and the
Florida Second Closing will occur simultaneously on the date hereof,
and all of the Purchased Assets (including the Regulated Assets) shall
be transferred, assigned and delivered to the Purchasers on the date
hereof in accordance with the terms and conditions of the Purchase
Agreement and the instruments, certificates and other closing
deliveries contemplated by Section 3.1 and Section 3.2 of the Purchase
Agreement.
(b) For purposes of clarity and in furtherance of the foregoing, on
the date hereof, in full satisfaction of the Purchasers' obligations
under Sections 3.1(c)(i) and 3.2(c)(i) of the Purchase Agreement, the
Purchaser shall deliver the Closing Payment and the Second Closing
Payment in accordance with the Purchase Price Worksheet and Funds Flow
Statement set forth on Exhibit A attached hereto.
(c) The Purchasers and Seller Companies acknowledge and agree
that pursuant to Section 2.1(a)(viii) of the Purchase Agreement
$350,000 of Excluded Long Distance Receivables are not included in the
Purchased Assets and that amounts of Excluded Long Distance Receivables
in excess of $350,000 are included in the Purchased Assets.
Notwithstanding the foregoing, the Purchasers and Seller Companies
acknowledge and agree that (i) all Excluded Long Distance Receivables
were transferred to the Purchasers on or after the Management Agreement
Date, (ii) the Purchasers and Seller Companies have not confirmed the
amount of Excluded Long Distance Receivables transferred to the
Purchasers as of the date hereof, but believe the amount of Excluded
Long Distance Receivables to be in excess of $350,000 and therefore
$350,000 of Excluded Long Distance Receivables has been taken into
account in the determination (as of the date hereof) of the Purchase
Price, Closing Payment and Second Closing Payment and paid to the
Seller Companies on the date hereof, and (iii) in connection with the
calculation of the Purchase Price pursuant to procedures set forth in
Section 2.3(b)(iii) of the Purchase Agreement, the Purchasers and the
Seller Companies shall determine the actual amount of Excluded Long
Distance Receivables delivered to the Purchasers on or prior to the
date hereof, it being understood and agreed that (A) if the amount of
Excluded Long Distance Receivables (as finally determined pursuant to
procedures set forth in Section 2.3(b)(iii) of the Purchase Agreement)
transferred to the Purchasers prior to the date hereof is less than
$350,000, then the difference between $350,000 and such amount shall
reduce the Purchase Price (as finally determined pursuant to procedures
set forth in Section 2.3(b)(iii) of the Purchase Agreement), and (B)
any amount of Excluded Long Distance Receivables (as finally determined
pursuant to the procedures set forth in Section 2.3(b)(iii) of the
Purchase Agreement) in excess of $350,000 shall be retained by the
Purchasers and deemed to be Purchased Assets for all purposes of the
Purchase Agreement.
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(d) The Seller Companies acknowledge and agree that as of the
date hereof they have not delivered the tax clearance certificate from
the State of Georgia that is required under Section 3.1(b)(iii).
Notwithstanding the foregoing, the Seller Companies acknowledge and
agree (i) to take all commercially reasonable efforts to obtain and
deliver to the Purchasers such tax clearance certificate as soon as
possible after the date hereof and (ii) notwithstanding the fact that
the First Closing and each of the Second Closings occurred on the date
hereof, the Purchasers have not waived the Seller Companies' obligation
to deliver a tax clearance certificate from the State of Georgia.
10. Carrier Access Billing; Xxxx-and-Keep. Prior to the date hereof,
the Purchasers, on the one hand, and the Seller Companies, on the other hand,
have exchanged local, interLATA, intraLATA and interstate telecommunications
traffic between each other and for which they have billed one another, such
billing referred to as Carrier Access Billing ("CABS"). The Purchasers and the
Seller Companies agree that any CABS balances currently owed by the Purchasers,
on the one hand, and the Seller Companies, on the other hand, are fully offset
one against another and therefore no cash or other payment is due or owing by
the Purchasers to the Seller Companies or the Seller Companies to the
Purchasers. After the date hereof, the Purchasers and the Seller Companies agree
to be bound by an arrangement referred to as "Xxxx-and-Keep" which is a
compensation arrangement whereby the Purchasers, on the one hand, and the Seller
Companies, on the other hand, do not render bills to each other for the
termination of local or intraLATA toll traffic and whereby the Purchasers, on
the one hand, and the Seller Companies, on the other hand, terminate local
exchange traffic originating from end-users served by the networks of the other
without explicit charging among or between each other for such traffic exchange.
The Purchasers and the Seller Companies further agree that this arrangement
shall continue for a period of 2 years which period may be extended by consent
of the Purchasers and the Seller Companies; provided, however, if (a) a traffic
study indicates that on a statewide basis the Purchasers, on the one hand, or
the Seller Companies, on the other hand, are terminating more than 60% of the
total local and intraLATA traffic exchanged between them based on an annual
average and (b) either the Purchasers or the Seller Companies terminate on the
other's network for more than 499,999 monthly minutes of local and intraLATA
traffic in the same state based on an annual average, then the Purchasers or the
Seller Companies may upon 60 days written notice to the other cancel this
arrangement and require negotiation of a traffic exchange agreement.
11. Assignment of Lease For Premises Located at 000 Xxxxxxx Xxxxx Xxxx,
Xxxxxxx, Xxxxxxx. On the date hereof, FDN, Communications and Centrum at
Glenridge, LLC (the "Landlord") entered into a Consent of Landlord to Assignment
of Lease and Acknowledgement by Assignor and Assignee (the "Centrum
Assignment"). Notwithstanding anything to the contrary set forth in the Centrum
Assignment, the Purchasers agree that, for purposes of Section 4 of the Centrum
Assignment, Communications' refusal to provide consent to an extension of the
Lease or the Fixed Rent due under the Lease shall not be deemed to be
unreasonable if Landlord does not provide Communications with a written
agreement that Communications is not responsible under the Lease to the extent
of such extension or increase in Fixed Rent. In
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furtherance of the foregoing, FDN agrees that in the event that (i)
Communications does not consent to a proposed amendment to the Lease that
extends the term of the Lease or increases the Fixed Rent under the Lease and
with respect thereto Landlord does not provide Communications with a written
release of any and all potential obligations of Communications with respect to
such extension or to the extent of such increase in Fixed Rent, and (ii)
notwithstanding the foregoing, FDN and Landlord enter into such an extension or
agree to an increase of Fixed Rent, then, upon entering into such extension or
agreeing to such increase in Fixed Rent, FDN, Communications and a third party
escrow agent mutually and reasonably satisfactory to FDN and Communications
shall enter into a mutually agreeable escrow agreement providing that FDN
deposit an amount of funds into an escrow account established by the escrow
agent equal to the aggregate amount of increased liability under the Lease that
is caused by the extension of the Lease and/or the agreed upon increase in Fixed
Rent to which Communications did not provide consent (the "Lease Escrow"). The
Lease Escrow shall be held by the escrow agent on behalf of FDN and
Communications and disbursed to Communications in accordance with the terms of
the escrow agreement only if, and to the extent that, Landlord proceeds against
Communications for the payment of such increased liability. "Lease" and "Fixed
Rent" shall have the meanings ascribed to such terms in the Centrum Assignment.
12. Continuing Effect. The Purchase Agreement shall remain in full
force and effect in accordance with its terms except as expressly provided
herein or in any subsequent written amendment executed by the Purchasers and the
Seller Companies in accordance with Section 10.5 of the Purchase Agreement.
13. Counterparts. This Amendment may be executed in one or more
counterparts for the convenience of the Parties, each of which shall be deemed
an original and all of which together will constitute one and the same
instrument.
14. Governing Law. This Amendment will be governed by and construed and
interpreted in accordance with the substantive Laws of the State of Delaware,
without giving effect to any choice of law or conflicts of Law provision or rule
that would cause the application of the Laws of a jurisdiction other than
Delaware.
15. Entire Agreement. This Amendment contains the entire understanding
of the Seller Companies and the Purchasers relating to the subject matter hereof
and supercedes all prior written or oral and all contemporaneous oral agreements
relating to the subject matter hereof.
16. Defined Terms. Capitalized terms used but not defined herein shall
have the meaning ascribed to them in the Purchase Agreement.
* * * * * * * * * * *
[Signature page follows]
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IN WITNESS WHEREOF, this Acknowledgement and Amendment No. 1 to the
Purchase Agreement has been duly executed and delivered by the Parties as of the
day and year first above written.
SELLER COMPANIES:
MPOWER HOLDING CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President &
General Counsel
MPOWER COMMUNICATIONS CORP.
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President &
General Counsel
MPOWER LEASE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President &
General Counsel
[Signature Page to Acknowledgement and Amendment No. 1
to Asset Purchase Agreement]
PURCHASERS:
FLORIDA DIGITAL NETWORK, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
SOUTHERN DIGITAL NETWORK, INC.
By: Xxxxxxx X. Xxxxxxxxx
----------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: CEO
[Signature Page to Acknowledgement and Amendment No. 1
to Asset Purchase Agreement]
Exhibit A
PURCHASE PRICE WORKSHEET AND FUNDS FLOW STATEMENT
Applicable Section of
Calculation of Closing Payment and Second Closing Payments Asset Purchase Agreement
---------------------------------------------------------------------------- -----------------------------------------
I. Calculation of Closing Payment and Second Closing Payments
---------------------------------------------------------------------------- -----------------------------------------
1. Base Price = $13,250,000 2.3(a)
2. Minus Deposit $(1,000,000) 2.3(a), 3.1(c)(i)
3. Minus Access Line Price Decrease 2.3(b(i)(A), definitions
= $(538,050)(1)
4. Minus Accounts Receivable Price Decrease 2.3(b)(i)(B)
= $(223,344)
5. Minus Assumed Liabilities Decrease 2.3(b)(i)(C), definitions
A. Undisputed Specified Liabilities = $(-0-) 2.2(a)(ii), 2.3(b)(i)(C)(1)
B. Customer deposits as of January 8, 2003 = $(-0-) 2.3(b)(i)(C)(2)
6. Plus/(Minus) Expenses Adjustment(2) 2.3(b)(i)(D), 6.16
A. Taxes
Plus/(Minus) = $-0- 6.16(a)
B. Special assessments, utilities, other charges
Plus/(Minus) = $-0- 6.16(b)
C. Refunds, reimbursements, installments or base rent,
etc. Plus/(Minus) = $-0-
6.16(c)
D. Prepayments
Plus = $-0-
6.16(d)
7. Minus Taxes that the Purchasers are required to withhold or remit 3.1(c)(i)
= $(-0-)
SUM OF CLOSING PAYMENT AND SECOND CLOSING
PAYMENTS AFTER PURCHASE PRICE ADJUSTMENTS
UNDER SECTION 2.3(b)(ii) OF THE PURCHASE AGREEMENT = $11,488,606(3)
----------
---------------------
1 Reflects estimate of reduction of Adjusted Customer Access Lines from
November Access Line Count (times $150 per line) and estimate of 2,587
Non-Qualified Lines (times $150 per Non-Qualified Line).
2 Per Section 6.16(e), the prorations may be calculated after the
simultaneous consummation of the First Closing and the Second Closings, but
any Expenses Adjustment shall be calculated not later than 30 days after
the party requesting proration of any item obtains the information required
to calculate the proration of such item.
3 This amount represents the estimate agreed upon by the Seller companies and
the Purchasers for purposes of the simultaneous First Closing and Second
Closings. This amount is subject to adjustment after the
II. OFFSETS TO CLOSING PAYMENT AND SECOND CLOSING PAYMENTS
---------------------------------------------------------------------------- -----------------------------------------
Sum of Closing Payment and N/A
Second Closing Payments
= $11,488,606
-----------
1. Security Deposits Related to Assumed Leases(4) 2.1(b)(vi)
Plus = $61,132
2. Payments to Contract Parties (50% of aggregate)(5) 6.6(c)
Minus = $(85,000)
3. Excluded Long Distance Receivables 2.1(a)(viii)
Plus = $350,000
SUM OF CLOSING PAYMENT AND
SECOND CLOSING PAYMENTS
(NET OF AGREED UPON OFFSETS
AND PURCHASE PRICE ADJUSTMENTS
UNDER SECTION 2.3(b)(ii) OF THE
PURCHASE AGREEMENT) = $11,814,738
==========
III. ESCROW AMOUNTS; DELIVERY OF CLOSING PAYMENT AND SECOND CLOSING PAYMENTS
(a) For purposes of clarity, the Seller Companies and the Purchasers
agree that an aggregate amount of $7,358,557.32 shall be retained by
the Escrow Agent after the simultaneous First Closing and Second
Closings and such amount shall be disbursed in accordance with the
Purchase Agreement. The $7,358,557.32 consists of the following
amounts and items:
(i) $4,250,000 (Purchase Price Holdback Amount)
(ii) $1,325,000 (Indemnity Escrow)
(iii) $1,783,557.32 (Florida Tax Liability Escrow)
(b) In furtherance of the acknowledgments set forth in Section 9 of the
Amendment, the Seller Companies acknowledge and agree that the
Closing Payment, the Second Closing Payment relating to the Florida
Second Closing and the Second Closing Payment relating to the Georgia
Second Closing shall be made simultaneously, and for purposes of
expediency and for the convenience of the Purchasers and the Seller
Companies shall be made as follows:
(i) Payment to Escrow Agent. On the date hereof, $6,358,557.326
will be delivered by the Purchasers to the Escrow Agent (the
"Escrow Agent Closing Payment"); and
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simultaneous First Closing and Second Closings pursuant to the proceedings
set forth in Section 2.3(b)(iii), and amounts will be disbursed by the
Escrow Agent to the Seller Companies and/or the Purchasers in accordance
with Section 8.6(a).
4 $26,057 (Atlanta Sales Office); $23, 661 (Miami Sales Office); $6,000 (West
Palm Beach Sales Office); $6,414 (Atlanta Switch Office).
5 $10,000 (Copper Mountain); $75,000 (Nortel).
6 This amount is $1,000,000 less than the aggregate escrow amount described
in clause (a) above because the $1,000,000 deposit that the Purchasers made
with the Escrow Agent will remain with the Escrow Agent; only the amount of
earnings on the deposit through the date hereof will be disbursed by the
escrow agent to the Purchasers.
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(ii) Payment to Seller Companies. On the date hereof, $5,456,180.68
will be delivered by the Purchasers to the Seller Companies
(the "Mpower Closing Payment").
The Purchasers and the Seller Companies acknowledge and agree that the foregoing
payments satisfy in full the obligations of FDN and Holding under Section
3.2(c)(i) to cause the Escrow Agent to wire transfer amounts to an account
designated by the Seller Companies.
IV. WIRE INSTRUCTIONS
The Escrow Agent Closing Payment and the Mpower Closing Payment shall be
made by wire transfer in immediately available funds, as follows:
(a) Escrow Agent Payment. The amount of $6,358,557.32 shall be delivered
to the following bank account designated by the Escrow Agent:
JPMorganChase Bank
ABA#021 000 021
A/C# 507953312
A/C Name: NY Escrow Incoming Wire Account
FFC: 00000000 FL Digital/Mpower
Attn: Xxxxx Xxxxxx
(b) Mpower Payment. The amount of $5,456,180.68 shall be delivered to the
following bank account designated by the Seller Companies:
Bank of America
Las Vegas, NV
Account: 500238282
ABA: 000000000
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