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Exhibit 2.4
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"), PIC
RESOURCES CORP. ("PICR"), XXXXX XXXXXX and XXXXXX XXXXXXXXX as the only
shareholders of PICR (the "PICR Shareholders") and ATN COMMUNICATIONS INC., a
wholly-owned subsidiary of PICR ("ATN").
RECITAL
MCCAC, PICR, the Shareholders and ATN 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. A new section 1.4 is added to the Agreement to read in its entirety as
follows:
1.4 Special Default Right. Pursuant to a Stock Purchase Agreement
dated August 22, 1997, as amended by a First Amendment dated October 31, 1997
(the "PIC Purchase Agreement"), MCCAC will issue and deliver its "Short-Term
Note" (as defined in the PIC Purchase Agreement) to the shareholders of Priority
International Communications, Inc. 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 in section 1.3 of the PIC Purchase Agreement, to rescind the
transactions contemplated by the PIC Purchase Agreement, retaining the $500,000
payable pursuant to section 1.1(a) of the PIC Purchase Agreement as liquidated
damages (the "PIC Rescission Right"). If the PIC Rescission Right is exercised
by the PIC Majority Shareholders, the PICR Shareholders shall also have the
right, exercisable during the 30-day period beginning on March 1, 1998, and
subject to the provisions of this section 1.4, to rescind the transactions
contemplated by this Agreement, retaining the $30,000 payable pursuant to
section 1.1(a) of this Agreement, and the $400,000 advanced to Xxxxx Xxxxxx by
Xxx Xxxxxxx (the "Xxxxxx Note") in connection with the acquisition of ATN,
which obligation has been assumed by PICR and assigned by Xxx Xxxxxxx to
Xxxxxxx Communications Corporation ("Xxxxxxx"), as liquidated damages. If the
PIC
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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 Note in full, PICR
shall be released from any obligation under the Xxxxxx Note, MCCAC, Xxxxxxx and
the PICR Shareholders shall be fully released from all obligations under this
Agreement and all agreements and instruments delivered pursuant to this
Agreement and the PICR Shareholders shall surrender to Xxxxxxx for cancellation
any shares of Xxxxxxx common stock issued to the PICR Shareholders pursuant to
this Agreement.
2. In conjunction with the closing of the sale of the Stock, PICR and/or
ATN have entered into a $1,000,000 note with Xxxxxxx Xxxxxx & Company Leasing,
Inc. (the "BFCL Note"). In conjunction with the BFCL Note, PICR has agreed to
pay a closing fee of $30,000 (the "Fee"). The BFCL Note and the Fee shall each
be a Permitted Liability under the Agreement. The liens securing the BFCL Note
shall be Permitted Liens under the Agreement. MCCAC acknowledges that it is
fully informed regarding the BFCL Note and the Fee and any liens securing the
same and waives any right it may have under the Agreement to require further
disclosure regarding the same under the PICR Disclosure Statement or otherwise
or to indemnity from the PICR Shareholders therefore.
3. In conjunction with the Closing, MCCAC shall provide to Xxxxx Xxxxxx a
full release from all liability he may have under the Xxxxxx Note, which
release shall be properly executed by an authorized representative of the
holder of such Xxxxxx Note.
4. The date for termination established in Section 9.1(b) is changed to
October 31, 1997.
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5. 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
PIC RESOURCES CORP.
BY /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
PICR SHAREHOLDERS:
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
ATN COMMUNICATIONS INC.
BY /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
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