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Exhibit 10.2
FIRST AMENDMENT TO
AMENDED AND RESTATED
STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT, dated as of January 4, 1999 by and among GTE
Holdings (Puerto Rico) LLC ("Purchaser"), GTE International Telecommunications
Incorporated ("Strategic Purchaser"), Puerto Rico Telephone Authority (the
"Authority") and Puerto Rico Telephone Company (the "Company" and collectively
with Purchaser, Strategic Purchaser and the Authority, the "Parties").
WITNESSETH:
WHEREAS, Purchaser, Strategic Purchaser, the Authority and the Company are
parties to that certain Amended and Restated Stock Purchase Agreement dated as
of July 21, 1998 (the "Purchase Agreement"); and
WHEREAS, the Parties desire to modify certain provisions of the Purchase
Agreement.
NOW, THEREFORE, the Parties hereby covenant and agree as follows:
Section 1. Termination. Section 11.01 of the Purchase Agreement is hereby
amended and restated in its entirety to read:
"11.01 Grounds for Termination.
(a) This Agreement may be terminated at any time prior to the
Closing:
(i) by mutual written agreement of the Authority and
Purchaser;
(ii) by either the Authority or Purchaser if the transactions
contemplated herein shall not have been consummated on or before January
31, 1999, or such other date, if any, as the Authority and Purchaser shall
agree in writing; provided that no party may terminate this Agreement
pursuant to this clause if such party's failure to fulfill any of its
obligations under this Agreement shall have been the reason that the
Closing shall not have been consummated on or before such date;
(iii) by either the Authority or Purchaser if consummation of
the transactions contemplated
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herein would violate any nonappealable final order, decree or judgment of
any court or Governmental Authority having competent jurisdiction which
the parties have used commercially reasonable efforts to oppose and cause
to be dismissed;
(iv) (x) By the Authority pursuant to, and subject to
Purchaser's rights under, Section 5.05 hereof, in the event the Authority
enters into a definitive agreement with respect to a Competing
Transaction;
(y) without prejudice to Section 5.05, by Purchaser, if
the Authority or GDB publicly recommends a Competing Transaction, signs
any purchase or sale agreement relating to a Competing Transaction or any
approval constituting part of the Act No. 54 Approval is granted for a
Competing Transaction;
(v) By either the Authority or Purchaser if after July 21,
1998 such other party is then in material breach of this Agreement, and
the terminating party is not then in material breach of this Agreement; or
(vi) By either the Authority or Purchaser if, after July 21,
1998 and prior to the Closing, any condition set forth herein for the
benefit of such party (a) shall not have been timely met, (b) cannot be
met on or before the Closing Date and (c) has not been waived.
The party desiring to terminate this Agreement pursuant to clauses
(ii), (iii), (iv), (v), or (vi), shall give two (2) business days notice
of such termination to the other party.
(b) (i) Notwithstanding the provisions of Sections 11.01(a)(ii),
11.01(a)(v) and 11.01(a)(vi), if a default by any party hereto can be
cured or a condition satisfied within thirty (30) business days after the
time initially fixed for Closing as set forth herein, then the Closing
Date shall be extended for the period (not to exceed thirty (30) business
days) but no later than March 1, 1999 required for such party to make such
cure or satisfaction. If such cure or satisfaction cannot be, or is not,
completed within thirty (30) business days after such initial time, then
the rights of the parties shall be governed by the applicable provisions
of this Agreement without regard to this Section 11.01(b).
Notwithstanding anything to the contrary contained herein, in the
event that the FCC Consent
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shall have been obtained but the FCC Consent shall not have become a Final
Order within the meaning of the FCC Rules on or prior to January 31, 1999,
then the date set forth in Section 11.01(a)(ii) shall be extended until
the first to occur of five (5) business days after receipt of a Final
Order and March 31, 1999."
Section 2. No Other Amendments. Except as expressly provided in this First
Amendment, all of the terms and conditions of the Purchase Agreement remain
unchanged.
Section 3. Authority; Binding Effect. Each party hereto represents and
warrants that the execution, delivery and performance by such party of this
First Amendment are within such party's powers, have been duly authorized by
such party and, upon execution hereof by such party, will be duly executed and
will constitute a valid and binding obligation of such party.
Section 4. Counterparts. This First Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument. This First Amendment shall
become effective when each party hereto has received a counterpart signed by the
other parties hereto.
Section 5. Governing Law. This First Amendment shall be construed in
accordance with and governed by the laws of Puerto Rico without giving effect to
principles of conflicts of law.
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IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to
the Stock Purchase Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.
GTE HOLDINGS (PUERTO RICO) LLC
By:
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By:
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GTE INTERNATIONAL
TELECOMMUNICATIONS INCORPORATED
By:
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By:
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PUERTO RICO TELEPHONE AUTHORITY
By:
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PUERTO RICO TELEPHONE COMPANY
By:
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