EXHIBIT 2.1
Closing Memorandum and Schedule
April 1, 1998
Sellers: Xxxxx X. Xxxxxx
Xxxx Xxxxx
X.X. XxXxxxxx, III
Purchaser: Able Telcom Holding Corp.
Re: Purchase of all capital stock of Xxxxxx Management Corporation
pursuant to Stock Purchase Agreement (the "Contract").
Date: April 1, 1998
The parties agree to the following schedule of events, and the Contract is
hereby amended as follows:
1. Purchaser waives the requirement that Sellers obtain written
consent to this transaction from BellSouth, AllTel and Sprint.
2. Sellers' counsel, X. X. XxXxxxxx, shall provide signed opinion
letter with all attachments thereto (Exhibit "F" to Contract) by delivering
same to Purchaser's counsel, Xxxxx Xxxxx, on or before April 14, 1998.
3. Sellers shall deliver to Purchaser's counsel on or before April 7, 1998,
binding payoff and release letters from Congress and Sirrom regarding loans with
and collateral held by said companies.
4. Sellers shall deliver to Purchaser's counsel on or before April 7, 1998
binding payoff and release letter from Sirrom regarding its warrants in PMC.
5. Purchaser shall complete lien and title search and submit any
reasonable objections on or before April 21, 1998.
6. Purchaser shall cause Phase I Environmental Study to be performed, and
shall submit findings to Sellers on or before April 21, 1998.
7. The disbursement of the $1,655,000 payable under paragraph 2 of the Contract
shall be disbursed, subject to any offset or indemnity rights known at that
time, on or before April 21, 1998 with allocations among Sellers to be in
accordance with letter of direction signed by all three (3) Sellers. Xxxx signed
letter of direction is to be delivered to Purchaser, with
8. Purchaser has the right to pay off Sirrom for the release of
Sirrom warrants (see para. 4 above) by making payment directly to Sirrom and
deducting said sum from the disbursements to Sellers under paragraph 7 above.
9. Notwithstanding the General Release under paragraph 6(e) of the
Contract, the following items shall remain payable to Sellers by the Company
("PMC")
a) all expenses vouchers submitted by Xxxx Xxxxx in the ordinary
course.
10. Sellers' counsel shall supplement the litigation disclosure to provide
names, addresses and phone numbers of attorneys representing the interests of
Company or its subsidiaries in each litigation matter. This supplemental
information shall be delivered to Purchasers' counsel on or before April 7,
1998.
11. This restrictive covenant under §6(d)(i) of the Contract
shall not apply to Xxxx Xxxxx.
SO AGREED this 1st day of April, 1998.
SELLERS: PURCHASER:
/s/ Xxxxx X. Xxxxxx
-------------------------------- Able Telcom Holding Corp.
Xxxxx X. Xxxxxx
/s/ Xxxx Xxxxx /s/ Xxxxxxx X. Xxxxxx
-------------------------------- --------------------------------
Xxxx Xxxxx By: Xxxxxxx X. Xxxxxx, President
/s/ X.X. XxXxxxxx, XXX /s/ Xxxxx Xxx
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X. X. XxXxxxxx, III I Attest: Xxxxx Xxx, CFO
