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EXHIBIT 2.2
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT (the "Amendment") to the STOCK PURCHASE AGREEMENT
dated as of August 22, 1997 (the "Agreement") is entered into as of the 31st
day of October, 1997 by and among MCC ACQUISITION CORP. ("MCCAC"), PRIORITY
INTERNATIONAL COMMUNICATIONS, INC. ("PIC") and XXXXX XXXXXX and XXXXXX
XXXXXXXXX as the majority shareholders of PIC (the "PIC Majority
Shareholders").
RECITAL
MCCAC, PIC and the Shareholders mutually desire to amend the Agreement in
the manner set forth in this Amendment.
AGREEMENTS
In consideration of the recital and the agreements set forth in the
Agreement as amended hereby, the parties agree:
1. The first sentence of the second paragraph of section 1.1 of the
Agreement is amended to read in its entirety as follows:
The Purchase Price will be payable as follows: (a) $500,000
payable by transfer of immediately available funds at Closing; (b)
$840,000 payable by delivery of a promissory note issued to the PIC
Majority Shareholders in the form of Exhibit B-1 (the "Short-Term
Note"); and (c) $1,910,000 payable by delivery of promissory notes
issued to the PIC Majority Shareholders, Xxxxx Xxxxxx, Xxxxx Xxxxxx
and Xxxx Xxxx in the form of Exhibit B-2 (the "Long-Term Notes")
(together, the Short-Term Note and the Long-Term Notes are referred
to as the "Notes").
2. The second sentence of the second paragraph of Section 1.1 of the
Agreement is amended to read in its entirety as follows:
The Short-Term Note and the Long-Term Notes payable to the PIC
Majority Shareholders shall be secured by a Collateral Pledge and Security
Agreement in the form attached hereto as Exhibit F-1 and the Long-Term Notes
payable to Xxxxx Xxxxxx, Xxxxx Xxxxxx and Xxxx Xxxx shall be secured by a
Collateral Pledge and Security Agreement in the form attached hereto as Exhibit
F-2 (the Collateral Pledge and Security Agreements attached hereto as Exhibits
F-1 and F-2 shall together be referred to as the "Security Agreements").
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3. Section 1.2(a) of the Agreement is amended to read in its entirety:
"MCCAC will deliver to each PIC Shareholder that Shareholder's Proportional
Share of the Purchase Price, payable in the manner described in Section 1.1
hereof."
4. A new section 1.3 is added to the Agreement to read in its entirety
as follows:
1.3 Special Default Right. The Short-Term Note is payable in
full on March 1, 1998. If the Short-Term Note is not paid in full on March 1,
1998, the PIC Majority Shareholders shall have the right, subject to the
conditions described herein, to rescind the transactions contemplated by this
Agreement, retaining the $500,000 payable pursuant to section 1.1(a) of this
Agreement as liquidated damages (the "PIC Rescission Right"). The PIC
Majority Shareholders may only exercise the PIC Rescission Right during the
30-day period beginning on March 1, 1998 and only if the PICR Shareholders have
exercised the PICR Rescission Right described in section 1.4 of the Stock
Purchase Agreement dated August 22, 1997, as amended by a First Amendment dated
October 31, 1997, to which MCCAC, PIC Resources Corp., the shareholders of PIC
Resources Corp. and ATN Communications Inc. are parties. If the PIC Rescission
Right and the PICR Rescission Right are exercised, such action shall be the
sole remedy for MCCAC's failure to pay the Short-Term Notes in full and MCCAC,
Xxxxxxx Communications Corporation and the PIC Shareholders shall be fully
released from all obligations and liabilities under this Agreement and all
agreements and instruments delivered pursuant to this Agreement and the PIC
Majority Shareholders shall return to the Company, without any deduction or
offset therefrom, any and all payments received by the PIC Majority
Shareholders with respect to the Long-Term Notes.
5. Exhibit A to the Agreement is deleted and replaced by Exhibit A in
the form attached to this Amendment. Exhibit B to the Agreement is deleted and
replaced by Exhibits B-1 and B-2 in the forms attached to this Amendment.
Exhibit F to the Agreement is deleted and replaced by Exhibits F-1 and F-2,
and Exhibit H to the Agreement is deleted and replaced by Exhibit H, in the
form attached to this Amendment.
6. The date for termination established in Section 9.1(b) of the
Agreement is changed to October 31, 1997.
7. In conjunction with the closing of the sale of the Stock, PIC has
guaranteed the repayment of a $1,000,000 promissory note from PIC
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Resources Corp. and ATN Communications, Inc. to Xxxxxxx Xxxxxx & Company
Leasing, Inc. This guarantee shall be a Permitted Liability under the
Agreement for all purposes and MCCAC waives any further right it may have to
require further disclosure thereof under the PIC Disclosure Statement or
otherwise or to indemnity from the PIC Majority Shareholders therefor.
8. Except as amended by this Amendment, the Agreement remains in effect,
unchanged and binding upon the parties thereto.
MMC ACQUISITION CORP.
BY /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, CEO
PRIORITY INTERNATIONAL
COMMUNICATIONS, INC.
BY /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
PIC MAJORITY SHAREHOLDERS:
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
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