THE
CONFIRMATION ORDER OR THE SALE ORDER, AS APPLICABLE.
2.2
LEASES TO SELLER
CONCURRENTLY WITH THE CLOSING, BUYER AND SELLER SHALL ENTER INTO A LEASE
AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT G (THE "PROPERTY
LEASE") WITH RESPECT TO (I) THE AREAS OF THE OFFICE BUILDING COMMONLY KNOWN AS
(A) THE CENTRAL OFFICE, (B) THE DATA CENTER, (C) THE NETWORK CONTROL CENTER, (D)
THE ATS HEADEND PREMISES, AND (E) THE SECOND FLOOR SPACE, (II) THE BUILDING
LOCATED ON THE LAND AND COMMONLY KNOWN AS THE OSP BUILDING, AND (III) THE AREA
OF THE LAND COMMONLY KNOWN AS THE ANTENNA FARM.
IN ADDITION, CONCURRENTLY WITH
THE CLOSING, BUYER AND SELLER SHALL ENTER INTO A LEASE AGREEMENT IN
SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT H (THE "MARTHA'S WAY LEASE"
AND COLLECTIVELY WITH THE PROPERTY LEASE, THE "LEASES") WITH RESPECT TO THE
BUILDING OWNED BY BUYER LOCATED AT 1 MARTHA'S WAY IN HIAWATHA, IOWA (THE
"MARTHA'S WAY BUILDING").
THE PREMISES TO BE LEASED BY SELLER FROM BUYER
PURSUANT TO THE LEASES ARE HEREINAFTER REFERRED TO AS THE "PREMISES".
EXHIBIT G
AND EXHIBIT H SET FORTH THE TERMS AND CONDITIONS OF THE RESPECTIVE LEASES,
INCLUDING, WITHOUT LIMITATION, THE TERM, RENT, EXTENSION OPTIONS AND, IN THE
CASE OF THE MARTHA'S WAY LEASE, THE
4
TENANT IMPROVEMENT ALLOWANCE, AND SUCH TERMS AND CONDITIONS MAY NOT BE MODIFIED
WITHOUT THE WRITTEN CONSENT OF SELLER AND BUYER.
3.
CONSIDERATION
THE PRICE ("PURCHASE PRICE") TO BE PAID BY BUYER TO SELLER FOR THE PROPERTY
SHALL BE TWENTY-SEVEN MILLION THREE HUNDRED FORTY-FOUR THOUSAND DOLLARS
($27,344,000.00), WHICH AMOUNT SHALL BE ALLOCATED AMONG THE REAL PROPERTY AND
THE PERSONAL PROPERTY IN A MANNER TO BE REASONABLY DETERMINED BY BUYER AND
SELLER.
BUYER AND SELLER SHALL PROVIDE THE TITLE COMPANY WITH THE RESULTS OF
SUCH DETERMINATION PRIOR TO CLOSING. AFTER APPLYING THE ESCROW MONEY, AND AFTER
MAKING ALL ADJUSTMENTS AND PRORATIONS AND PAYING ANY CLOSING COSTS PROVIDED FOR
IN THIS CONTRACT (AS REFLECTED ON THE CLOSING STATEMENT TO BE EXECUTED AND
DELIVERED BY SELLER AND BUYER AT THE CLOSING), THE BALANCE OF THE PURCHASE PRICE
SHALL BE PAYABLE IN CASH AT CLOSING.
4.
ESCROW
UNLESS THIS CONTRACT IS TERMINATED BY BUYER IN ACCORDANCE WITH SECTION 5.7,
WITHIN TWO (2) BUSINESS DAYS FOLLOWING THE EARLIER OF THE (I) THE EXPIRATION OF
THE DUE DILIGENCE PERIOD AND (II) THE ENTRY OF THE CONFIRMATION ORDER BY THE
BANKRUPTCY COURT, BUYER SHALL DELIVER THE DEPOSIT TO TITLE COMPANY.
THE DEPOSIT
SHALL BE PLACED BY TITLE COMPANY IN AN INTEREST BEARING ESCROW ACCOUNT, AND
EXCEPT AS OTHERWISE PROVIDED IN THIS CONTRACT, ALL INTEREST EARNED ON THE
DEPOSIT SHALL REMAIN THE PROPERTY OF BUYER. THE COST OF THE INVESTMENT OF THE
DEPOSIT SHALL BE PAID FROM THE INTEREST EARNED THEREON.
IF THE CLOSING DOES NOT
OCCUR, THE ESCROW MONEY SHALL BE DISBURSED IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
AT CLOSING, THE TITLE COMPANY SHALL PAY THE ESCROW MONEY TO SELLER
AND CREDIT BUYER TOWARD THE PURCHASE PRICE IN THE AMOUNT OF THE DEPOSIT.