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EXHIBIT 10.32
DIGITAL TELEPORT, INC.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (the "Amendment")
dated as of February 12, 1998, by and among DIGITAL TELEPORT, INC. (the
"Company"), a Missouri corporation, DTI HOLDINGS, INC., a Missouri corporation
which wholly owns the Company, XXXXXXX X. XXXXXXXXX ("Xxxxxxxxx"), an
individual, and KLT TELECOM INC. ("KLT"), a Missouri corporation.
WITNESSETH:
WHEREAS, the Company and KLT (and, for limited purposes, Xxxxxxxxx)
entered into that certain Stock Purchase Agreement, dated as of December 31,
1996 (the "Stock Purchase Agreement");
WHEREAS, the parties thereto desire to amend the Stock Purchase
Agreement as provided herein;
NOW, THEREFORE, Xxxxxxxxx, KLT and the Company agree as follows:
1. Section 8.3. Section 8.3 of the Stock Purchase Agreement is, effective
as of the date hereof, amended to read in its entirety as follows:
"8.3 Indemnification by Xxxxxxxxx. Xxxxxxxxx will indemnify Purchaser,
the Company and DTI Holdings, Inc. ("Holdings") for any and all Losses resulting
from judgments and awards rendered against the Company and Holdings in the
matter of Xxxxxx X. Xxxxx x. Xxxxxxx X. Xxxxxxxxx and Digital Teleport, Inc.,
filed in the Circuit Court of St. Louis County (the "Xxxxx Litigation"). Any
settlement of the Xxxxx Litigation proposed to be paid by the Company or
Holdings must be expressly approved by the Board of Directors of Holdings."
2. Section 8.4(d). Section 8.4(d) of the Stock Purchase Agreement is,
effective as of the date hereof, amended to read in its entirety as follows:
"(d) The Dispute shall be heard by a single arbitrator who shall
decide the Dispute within sixty (60) days of the filing of the Dispute with the
American Arbitration Association. Upon a determination by the arbitrator of the
Dispute in favor of Purchaser, and after a period of one hundred and fifty (150)
days from the later of (i) the date of such determination, or (ii) the
termination of that certain Subordination Agreement by and among Purchaser,
Xxxxxxxxx, Holdings and the Company dated February 12, 1998, Xxxxxxxxx shall
surrender his stock in the Company to Purchaser in accordance with the terms and
conditions of the Guaranty Agreement and Pledge Agreement".
3. Definitions. Any capitalized terms used but not defined herein shall
have the meaning ascribed thereto in the Shareholders' Agreement.
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4. Effect of this Amendment. Except as otherwise specifically amended
herein, the Shareholders' Agreement, as modified by this Amendment, remains in
full force and effect.
4. Counterparts; Effectiveness. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
* * * * *
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered as of the day and year first above written.
DIGITAL TELEPORT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
DTI HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
KLT TELECOM INC.
By: /s/ XX Xxxxxx
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Xxxxxx X. Xxxxxx
President
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