SECOND AMENDMENT TO RESTATED ASSET PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO RESTATED ASSET PURCHASE AGREEMENT
(this "Second 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,
SWITCHBOARD OF OKLAHOMA CITY, INC., an Oklahoma corporation, and each of XXXX
XXXXX, XXXXXX XXXXXX, XXXXXXX XXXXXXX AND XXXXX XXXXXX, AS ATTORNEY-IN-FACT FOR
XXXXX XXXXXX, A MINOR, amends the Restated Asset Purchase Agreement dated as of
October 6, 1997 among the parties (the "Restated Agreement"), as amended by the
First Amendment to Restated Asset Purchase Agreement executed as of January 7,
1998 (the "First Amendment") (collectively, 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, as
amended by the First Amendment;
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 Sections 2.7 and 9.1(vi) of the
Restated Agreement is deleted and replaced by the phrase, "February 20, 1998,"
in each instance.
2. MISCELLANEOUS
2.1 Counterparts. For the convenience of the parties, any number of
counterparts of this Second 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 Second Amendment shall be accorded
the same force and effect as a manually executed original counterpart of a
signature page to this Second Amendment.
2.2 Integration Clause. The Restated Agreement, as modified by the
First Amendment and 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 Second
Amendment as of the day and year first above written.
PURCHASER:
ADVANCED COMMUNICATIONS GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman and Chief Executive Officer
ADVANCED COMMUNICATIONS CORP.
By: /s/ Xxx X. Xxxxxxxxx
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Name: Xxx X. Xxxxxxxxx
Title: Chairman and Chief Executive Officer
SELLER:
SWITCHBOARD OF OKLAHOMA
CITY, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: President
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SHAREHOLDERS:
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, as Attorney-in-Fact for
Xxxxx Xxxxxx, a Minor
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