FIRST AMENDMENT TO AGREEMENT AND PLAN OF EXCHANGE
THIS FIRST 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,
ADVANCED COMMUNICATIONS CORP. (formerly named Advanced Communications Group,
Inc.), a Delaware corporation organized in June 1996, ACG ACQUISITION II CORP.,
a Delaware corporation, TELE-SYSTEMS, INC., a Kansas corporation, and XXXXX
XXXXXXXX, XXXX XXXXX, XXXXX XXXXXXXX, XXX XXXX and XXXX XXXX, the only
stockholders of the Company, amends the Agreement and Plan of Exchange dated as
of October 6, 1997 among the parties (the "Restated Agreement"; and as amended
hereby, 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 Restated Agreement;
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(ii) of the Restated
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 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 Amendment shall be accorded the same force and
effect as a manually executed original counterpart of a signature page to this
Amendment.
2.2 Integration Clause. The Restated Agreement, as modified by 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
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NAME: XXXXXXX X. XXXXXXX
TITLE: CHAIRMAN AND CHIEF EXECUTIVE OFFICER
TELE-SYSTEMS, INC.
BY: /s/ XXXX XXXXX
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NAME: XXXX XXXXX
TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER
STOCKHOLDERS:
/s/ XXXXX XXXXXXXX
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XXXXX XXXXXXXX
/s/ XXXX XXXXX
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XXXX XXXXX
/s/ XXXXX XXXXXXXX
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XXXXX XXXXXXXX
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/s/ XXX XXXX
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XXX XXXX
/s/ XXXX XXXX
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XXXX XXXX
ADVANCED COMMUNICATIONS CORP.
BY: /s/ XXX X. XXXXXXXXX
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NAME: XXX X. XXXXXXXXX
TITLE: CHAIRMAN AND CHIEF EXECUTIVE OFFICER
ACG ACQUISITION II CORP.
BY: /s/ XXX X. XXXXXXXXX
---------------------------------------
NAME: XXX X. XXXXXXXXX
TITLE: PRESIDENT
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