EXECUTED THIS CONTRACT, SELLER SHALL FILE
WITH THE BANKRUPTCY COURT (A) A VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11
OF THE BANKRUPTCY CODE AND (B) A JOINT PREPACKAGED PLAN OF REORGANIZATION OF
MCLEODUSA INCORPORATED AND ITS AFFILIATED DEBTORS (THE "PLAN").
PRIOR TO
CLOSING, SELLER SHALL OBTAIN A FINAL NON-APPEALABLE ORDER OF THE BANKRUPTCY
COURT CONFIRMING THE PLAN PURSUANT TO SECTION 1129 OF THE BANKRUPTCY CODE (THE
"CONFIRMATION ORDER"); PROVIDED, HOWEVER, THAT IF THE PROVISIONS OF THE NEXT
SUCCEEDING PARAGRAPH BECOME APPLICABLE AND IF BUYER SHALL MAKE AN ELECTION
PURSUANT THERETO, SELLER SHALL OBTAIN A FINAL NON-APPEALABLE ORDER OF THE
BANKRUPTCY COURT, IN A FORM REASONABLY ACCEPTABLE TO BUYER, APPROVING THE
TRANSACTION PURSUANT TO THE TERMS OF THIS CONTRACT AND AUTHORIZING THE SALE OF
THE PROPERTY TO BUYER PURSUANT TO SECTION 363 OF THE BANKRUPTCY CODE, FREE AND
CLEAR OF ENCUMBRANCES (THE "SALE ORDER").
THE PLAN SHALL PROVIDE FOR THE SALE
OF THE PROPERTY BY SELLER "FREE AND CLEAR" OF ENCUMBRANCES FOR THE PURCHASE
PRICE.
NOT LATER THAN THE EARLIER TO OCCUR OF THE DATE THAT IS (A) FIVE (5)
BUSINESS DAYS AFTER THE EXPIRATION OF THE DUE DILIGENCE PERIOD (OR SUCH EARLIER
DATE UPON WHICH BUYER DELIVERS TO SELLER A WRITTEN WAIVER OF ITS RIGHT TO
TERMINATE THIS CONTRACT PURSUANT TO SECTION 5.7) OR (B) FIVE (5) BUSINESS DAYS
PRIOR TO THE DATE SET FOR THE CONFIRMATION HEARING FOR THE PLAN, SELLER SHALL
FILE A SUPPLEMENT TO THE PLAN DISCLOSING AND ATTACHING THIS CONTRACT (INCLUDING
THE LEASES AND ALL OTHER EXHIBITS THERETO).
THE CONFIRMATION
15
ORDER OR SALE ORDER (AS APPLICABLE) SHALL INCLUDE PROVISIONS, IN FORM AND
SUBSTANCE REASONABLY ACCEPTABLE TO BUYER, (I) APPROVING THIS AGREEMENT AND THE
SALE OF THE PROPERTY TO BUYER IN ACCORDANCE WITH THE TERMS AND PROVISIONS HEREOF
"FREE AND CLEAR" OF ENCUMBRANCES AND (II) PROVIDING FOR THE ASSUMPTION OF THE
ELECTED OPERATING CONTRACTS AND THE ASSIGNMENT OF THE SAME TO BUYER, WITH SELLER
BEING SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY CURE COSTS ASSOCIATED WITH SUCH
ELECTED OPERATING CONTRACTS AND SOLELY RESPONSIBLE FOR THE TERMINATION OF,
AND/OR PAYMENT OF AMOUNTS DUE PURSUANT TO, THE OPERATING CONTRACTS THAT ARE NOT
ELECTED OPERATING CONTRACTS, (III) APPROVING THE LEASES AND THE SECURITY DEPOSIT
REQUIRED THEREUNDER, AND SPECIFICALLY STATING THAT, DURING THE PENDENCY OF THE
BANKRUPTCY CASE, TENANT SHALL HAVE NO LEGAL, EQUITABLE, OR RESIDUAL INTEREST IN
THE SECURITY DEPOSIT AND PROVIDING THAT BUYER SHALL HAVE AN ADMINISTRATIVE
EXPENSE CLAIM PURSUANT TO SECTION 503(B)(1) OF THE BANKRUPTCY CODE FOR ANY
OBLIGATIONS UNDER THE LEASES, (IV) PROVIDING THAT BUYER SHALL HAVE ADDITIONAL
ADMINISTRATIVE EXPENSE CLAIMS PURSUANT TO SECTION 503(B)(1) OF THE BANKRUPTCY
CODE FOR ANY CLAIMS IT MAY HAVE AGAINST SELLER FOR ANY DAMAGES IT MAY SUFFER AS
A RESULT OF SELLER'S BREACH OF THIS AGREEMENT; AND (V) PROVIDING THAT THIS
AGREEMENT AND ALL OF SELLER'S REPRESENTATIONS AND OTHER OBLIGATIONS TO BUYER
HEREUNDER SHALL BE FULLY ENFORCEABLE AGAINST THE SELLER AND THE REORGANIZED
SELLER AND SHALL OTHERWISE SURVIVE SELLER'S BANKRUPTCY CASE.
SELLER SHALL
PROVIDE PROPER NOTICE OF THE PLAN (IN