AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
dated as of the 5th day of April, 1999
by and among
THE ALLIANCE GROUP, INC.
(Parent)
and
ALLIANCE ACQUISITION V CORP.
(Newco)
and
ACCESS COMMUNICATIONS SERVICES, INC.
(Company)
and
XXXXX XXXXXXXX
and
XXXXX XXXXXXXX
(Stockholders of the Company)
AMENDMENT TO AGREEMENT
This Amendment to Agreement ("Amendment") is made and entered into as of
the 5th day of April, 1999, by and among THE ALLIANCE GROUP, INC., an
Oklahoma corporation ("Parent"), ALLIANCE ACQUISITION V CORP., an Oklahoma
corporation ("Newco"), ACCESS COMMUNICATIONS SERVICES, INC., an Oklahoma
corporation (the "Company"), and XXXXX XXXXXXXX AND XXXXX XXXXXXXX, the only
stockholders of the Company (collectively, the "Stockholders").
RECITALS
WHEREAS, Parent, Newco, the Company and the Stockholders executed that
certain Agreement and Plan of Merger dated March 10, 1999 (the "Merger
Agreement"); and
WHEREAS, Parent, Newco, the Company and the Stockholders desire to amend
the Merger Agreement to reflect that, since Xxxxx X. Xxxxxxxx will contribute
to Parent all of the Parent stock issued to him pursuant to the Merger
Agreement, Xx. Xxxxxxxx should not be restricted by the noncompetition
provisions set forth in the Merger Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency whereof are hereby acknowledged, it is mutually
agreed as follows:
1. Parent and Newco acknowledge and agree that Xxxxx X. Xxxxxxxx is
not subject to the noncompetition provisions set forth in Section 15 of the
Merger Agreement, and Parent and Newco will not enforce the noncompetition
provisions set forth in Section 15 of the Merger Agreement against Xx.
Xxxxxxxx.
2. In exchange for Parent and Newco releasing Xxxxx X. Xxxxxxxx from
the noncompetition provisions of the Merger Agreement, Xxxxx X. Xxxxxxxx
agrees not to compete against Parent or Newco to the same extent as he agreed
not to compete against Logix in accordance with the terms of that certain
noncompetition agreement executed by and between Xxxxx X. Xxxxxxxx and Logix
(the "Logix Agreement"), except that the territory specified in the Logix
Agreement will be reduced to only include Oklahoma County and any county
contiguous thereto, in the State of Oklahoma.
3. All terms of the Merger Agreement continue to apply, except as
otherwise specified above, and if any conflict exists between the Merger
Agreement and this Amendment, the terms of this Amendment shall control. Any
terms not otherwise defined herein are defined as set forth in the Merger
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
-2-
THE ALLIANCE GROUP, INC.
BY: /s/ Xxxxxxx X. Xxxxxxx
NAME: Xxxxxxx X. Xxxxxxx
TITLE: President
ALLIANCE ACQUISITION VIII CORP.
BY: /s/ Xxxxxxx X. Xxxxxxx
NAME: Xxxxxxx X. Xxxxxxx
TITLE: Vice President of Operations
-3-
ACCESS COMMUNICATIONS SERVICES, INC.
BY: /s/ Xxxxx Xxxxxxxx
NAME: Xxxxx Xxxxxxxx
TITLE: President
STOCKHOLDERS:
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
/s/ Xxxxx X. Xxxxxxxx
Xxxxx Xxxxxxxx
-4-
