FIRST AMENDMENT TO SPECTRANET INTERNATIONAL
COMMON STOCK PURCHASE AGREEMENT
This First Amendment to SpectraNet International Common Stock Purchase
Agreement (the "AMENDMENT") is entered into as of February 9, 1998, by and among
FirstWorld Communications, Inc., a California corporation (previously known as
SpectraNet International (the "COMPANY"), Colorado Spectra 3, LLC, a Colorado
limited liability company ("SPECTRA 3"), and Enron Capital & Trade Resources
Corp., a Delaware corporation ("ENRON").
WHEREAS, the Company, Spectra 3, Enron and the other parties set forth on
the signature pages thereto entered into that certain SpectraNet International
Common Stock Purchase Agreement, dated as of December 30, 1997 (the "STOCK
PURCHASE AGREEMENT"); and
WHEREAS, the Stock Purchase Agreement provides that unless they otherwise
agree, each of Spectra 3 and Enron have an option to purchase up to Three
Million Three Hundred Thirty Three Thousand Three Hundred Thirty Three
(3,333,333) shares of the Company's Series B Common Stock (the "OPTION"),
provided that the Option is exercised within 45 days of the Initial Closing (as
defined in the Stock Purchase Agreement); and
WHEREAS, pursuant to the terms of the Stock Purchase Agreement, the Stock
Purchase Agreement may only be amended by a written instrument signed by the
party against whom enforcement of such amendment is sought; and
WHEREAS, the parties hereto desire to amend the Stock Purchase Agreement as
set forth below.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises hereinafter set forth, the parties hereto agree as follows:
1. Section 1 c. of the Stock Purchase Agreement is hereby deleted and
replaced in its entirety by the following:
"Subject to the terms and conditions hereof, Spectra 3 and Enron shall
severally have the option, exercisable in their sole discretion, to purchase the
Series B Shares and Warrants at one or more Optional Closings (as hereinafter
defined). As between Spectra 3 and Enron, unless they otherwise agree, each
will have the right to purchase up to Three Million Three Hundred Thirty Three
Thousand Three Hundred Thirty Three (3,333,333) Series B Shares; provided,
however, that to the extent Spectra 3 or Enron elects not to exercise such
option (or elects to exercise such option with respect to fewer than all of the
Series B Shares that it is entitled to purchase thereunder), the other such
party shall have the right to purchase all or any portion of the number of
Series B Shares allocated to but not purchased by such party. The option
granted hereby shall be exercisable at any time following the Initial Closing
and prior to the earlier of (i) June 9, 1998 and (ii) the closing of a high
yield debt offering by the Company, by delivering written notice of such
exercise to the Company, provided that such option may be
exercised for an additional fifteen (15) days beyond the earlier of (i) and (ii)
above by a party that has elected to exercise its option with respect to the
full number of Series B Shares allocated to such party with respect to any
Series B Shares allocated to but not purchased by the other party. The Company
agrees to provide Enron and Spectra 3 with at least three business days' written
notice prior to the closing of the high yield debt offering, and shall include
in such notice the anticipated proceeds to the Company resulting from the
offering. To the extent such option is exercised by Spectra 3 and/or Enron
pursuant to the foregoing provisions, the Company (i) will severally issue and
sell to each party exercising such option and each party exercising such option
will severally buy from the Company the total number of Series B Shares to which
such option exercise relates, at a purchase price of $3.00 per share, and (ii)
will severally issue to each party exercising such option, for no additional
consideration, Warrants to purchase a number of shares of Series B Common Stock
equivalent to the number of Series B Shares so purchased."
2. Except as modified in this Amendment, the Stock Purchase Agreement shall
continue in full force and effect in accordance with its terms.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
The foregoing agreement is hereby executed in counterparts as of the date
first above written.
FIRSTWORLD COMMUNICATIONS, INC.,
a California corporation
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxx, Chief Operating Officer
ENRON CAPITAL & TRADE RESOURCES CORP.,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------------
Vice Chairman
COLORADO SPECTRA 3, LLC,
a Colorado limited liability company
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------------
Xxxxxx X. Xxxxx, Manager
