Exhibit 2(b)
FIRST AMENDMENT TO AGREEMENT
FOR PURCHASE AND SALE OF EXCHANGES
HICKORY TECH CORPORATION PURCHASE AGREEMENT
THIS FIRST AMENDMENT is made and entered into as of the 21st day of
February, 1996, by and among U S WEST Communications, Inc., a Colorado
Corporation ("USWC"), and Tritech Communications, L.C., an Iowa Limited
Liability Company ("Tritech"), Alpine Communications, L.C., an Iowa Limited
Liability Company ("Alpine"), and Hickory Tech Corporation, a Minnesota
Corporation ("HTC").
WHEREAS, USWC, HTC, and EBSCo Limited, a District of Columbia
Corporation ("EBSco") collectively negotiated, but separately executed on
June 15, 1995, two separate Purchase and Sale Agreements providing for the
purchase of certain telephone exchanges in the state of Iowa (collectively,
the "Purchase Agreements"). The Purchase Agreements are identified as
follows: (i) the EBSco Purchase Agreement, as assigned, the Alpine Purchase
Agreement; and (ii) the HTC Purchase Agreement.
WHEREAS, under the HTC Purchase Agreement, HTC intends to purchase
certain Iowa Exchanges as listed on Exhibit E.
WHEREAS, the parties desire to amend the HTC Purchase Agreement in the
manner hereinafter set forth so that it will include certain Iowa exchanges
that are the subject of the EBSco Purchase Agreement.
NOW, THEREFORE, for and in consideration of the foregoing and the mutual
covenants and agreements set forth in the HTC Purchase Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, USWC, Tritech, Alpine and HTC agree as follows:
1. Pursuant to Section 1.2, HTC shall pay to USWC as consideration for
the sale and transfer set forth in Section 1.1, a total Purchase Price of
thirty-five million, two hundred seventy one thousand eight hundred seventy
and 00/100 dollars (U.S. $35,271,870).
2. Section 1.2(A)(iii) shall be amended to extend the time for HTC to
obtain a written commitment letter(s) to November 30, 1995. USWC does hereby
acknowledge receipt of the commitment letters and that they meet the
requirements of Section 1.2(A)(iii).
3. Pursuant to Section 1.2(A)(ii) XXXXXXX MONEY. That certain Letter of
Credit #S300471 dated June 23, 1995 in the total amount of $600,000.00, as
amended, was provided by Alpine on behalf of HTC for the benefit of USWC and
shall hereafter be the "Xxxxxxx Money".
4. Exhibit D to the HTC Purchase Agreement shall be amended by the
attached AMENDED EXHIBIT D to the HTC Purchase Agreement to reflect only the
Exchange Boundary Maps to be purchased by HTC.
5. Exhibit E to the HTC Purchase Agreement shall be amended by the
attached AMENDED EXHIBIT E to the HTC Purchase Agreement to reflect those
Exchanges that will be purchased by HTC.
6. Schedule 3.1(L) to the HTC Purchase Agreement shall be amended by the
attached Amended Schedule 3.1(L) to the HTC Purchase Agreement to provide for
a Switched Access Rate Schedule that blends the access rate for the Exchanges
originally covered by the HTC Purchase Agreement and the access rate for the
Exchanges being acquired by HTC from the EBSco Purchase Agreement.
7. Schedule A to Schedule 3.1(L) to the HTC Purchase Agreement shall be
amended by the attached AMENDED SCHEDULE A TO SCHEDULE 3.1(L).
8. Schedule 6.1(C) shall be amended by the attached AMENDED SCHEDULE
6.1(C) which reflects a change of Exchanges to be purchased by Buyer and does
not constitute an update to the Schedule 6.1(C).
9. Pursuant to Section 3.1(J) of the HTC Purchase Agreement, Schedule
3.1(J) shall be amended by the attached AMENDED SCHEDULE 3.1(J) - Related
Transactions to the HTC Purchase Agreement.
10. Within 30 days following the execution of this Amendment, USWC Agrees
to deliver to HTC an amended Schedule 1.1 which reflects a change of
Exchanges to be purchased by Buyer and does not constitute an update to the
Schedule 1.1.
11. Section 1.2(A)(v) is amended by deleting the first sentence thereof.
12. Section 1.2(B) is amended to read as follows:
"B. Purchase Price. On the Closing Date, the Purchase Price shall be
payable to Seller by wire transfer of immediately available funds to such
bank account(s) as Seller shall designate no later than three (3) business
days prior to Closing."
13. Pursuant to Section 11.3 of the HTC Purchase Agreement, the Notice
Provision shall be amended to read:
If to Buyer: Hickory Tech Corporation
Attn: Xxxxxx X. Xxxxx, Xx.
000 X. Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Alpine Communications, L.C.
Attn: Xxx X. Xxxxxxx, Secretary
0000 Xxxxxxxxx 000xx Xxxxxx
Xxx Xxxxxx, XX 00000
-2-
14. Except as amended hereby, the HTC Purchase Agreement shall continue
in full force and effect.
IN WITNESS WHEREOF, the parties to this First Amendment have executed it
as of the date first above written.
U S WEST COMMUNICATIONS, INC. TRITECH COMMUNICATIONS, L.C.
/s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxxx, Xx.
----------------------------- ----------------------------
By: Xxxxxxx X. Xxxxxxxx By: Xxxxxx X. Xxxxx, Xx.
Title: President and Chief Executive Officer -------------------------
Title: President
----------------------
HICKORY TECH CORPORATION ALPINE COMMUNICATIONS, L.C.
/s/ Xxxxxx X. Xxxxx, Xx. /s/ Xxx X. Xxxxxxx
----------------------------- ---------------------------
By: Xxxxxx X. Xxxxx, Xx. By: Xxx X. Xxxxxxx
-------------------------- -----------------------
Title: President Title: Secretary
----------------------- ---------------------
* The amended exhibits and schedules mentioned in the First Amendment to
Agreement For Purchase and Sale of Exchanges have been omitted. The
Registrant agrees to furnish supplementally a copy of any omitted
schedule to the Commission upon request.
