Exhibit 10.49
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is made on
September 22, 1995 by and among INTERNATIONAL TELECOMMUNICATIONS GROUP, LTD.
("ITG"), INTERNATIONAL TELECOMMUNICATIONS CORPORATION ("ITC"), each a Delaware
corporation with offices at 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and RSL
COMMUNICATIONS, INC. ("RSL"), a British Virgin Islands corporation with offices
at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000.
WITNESSETH:
WHEREAS, pursuant to the Stock Purchase Agreement dated as of March 10,
1995 by and among the parties hereto (the "Purchase Agreement"), the parties
agreed to, among other things, the purchase by RSL of ITG's Series A Convertible
Preferred Stock for Three Million Dollars ($3,000,000), subject to increase, to
a maximum of Four Million Seven Hundred Fifty Thousand Dollars ($4,750,000);
and
WHEREAS, RSL has paid the initial Three Million Dollars ($3,000,000) in
full and the parties desire to complete the transactions contemplated in the
Purchase Agreement with respect to the payment of the additional One Million
Seven Hundred Fifty Thousand Dollars ($1,750,000).
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Amendment and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:
1. Additional Agreements. The Purchase Agreement is amended by deleting
Section 9.11 in its entirety and substituting the following in lieu thereof:
"Section 9.11 Additional Agreements. The parties hereto further agree as
follows:
(a) Within ten (10) calendar days from the date that the Company and
the Subsidiary each deliver to the Investor a certificate of its
respective President certifying that the Company and the Subsidiary
have complied with its respective obligations set forth in
subsections (b) and (c) below, the Investor shall pay to the Company
the additional amount of One Million Seven Hundred Fifty Thousand
Dollars ($1,750,000) as payment in full for the Convertible
Preferred Stock. The parties understand and agree that the sole
condition precedent to the payment of such funds, which the Investor
shall deliver by wire transfer of immediately available funds to the
Company, is the satisfaction by the Company and the Subsidiary of
the filing requirements (i.e., no consent, approval, authorization
or grant of any governmental authority is required) set forth in
subsections (b) and (c) below.
(b) The Company and/or the Subsidiary shall file the following items
with the appropriate authorities:
(i) Two (2) service xxxx registration applications pursuant to
Section 7.10 of the Agreement of "International
Telecommunications Corporation" (together with ITC's logo) and
"INTELCO", but only if such service marks are registrable in
the opinion of counsel to the Company;
(ii) All tax returns described in the first sentence of
Section 7.11 of the Agreement and Schedule 3.20 hereof;
(iii) A tariff transmittal as described in Section 7.20 of the
Agreement, except that such tariff transmittal shall not be
required to be filed within ten (10) days after Closing or be
approved by the Executive Finance Committee; and
(c) The Company shall provide its audited financial statements for
the 1994 calendar year to an insurer for purposes of securing
directors' and officers' liability insurance (provided that such
insurance has not been provided previously by an insurance
company)."
2. Effect on the Purchase Agreement. Except as specifically amended or
modified herein, all of the terms and conditions of the Purchase Agreement shall
remain in full force and effect.
3. Captions. The sections and other headings contained in this Amendment
are for reference purposes only and shall not affect the meaning, interpretation
or construction of this Amendment.
4. Counterparts; Severability. This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. To the extent any
provision or part of a provision of this Amendment is held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision or part thereof.
5. Successors and Assigns. This Amendment shall be binding on and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns and no other person shall have any right, benefit or
obligation hereunder.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment as of the date first above written.
INTERNATIONAL TELECOMMUNICATIONS
GROUP, LTD.
By: /s/ International Telecommunications
Group, LTD.
-------------------------------------
Name:
Title:
INTERNATIONAL TELECOMMUNICATIONS
CORPORATION
By: /s/ International Telecommunications
Corporation
-------------------------------------
Name:
Title:
RSL COMMUNICATIONS, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: President