EXHIBIT 2.2
FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment")
is entered into as of September 16, 1999, between NetLojix Communications,
Inc., a Delaware corporation (the "Seller"), Matrix Acquisition Holdings
Corp., a Delaware corporation (the "Buyer"), and Matrix Telecom, Inc., a
Texas corporation (the "Company").
BACKGROUND
A. The Seller, the Company and Energy TRACS Acquisition Corp., a
Delaware corporation ("ETAC") have entered into that certain Stock Purchase
Agreement dated August 31, 1999 (the "Stock Purchase Agreement") pursuant to
which ETAC was to acquire all of the common stock of the Company.
B. Pursuant to Section 12.4 of the Stock Purchase Agreement, ETAC
assigned its rights, duties and obligations under the Stock Purchase
Agreement to the Buyer on August 31, 1999.
C. On September 15, 1999, the Seller changed its corporate name from
"AvTel Communications, Inc." to "NetLojix Communications, Inc."
D. The parties hereto have determined to amend the Stock Purchase
Agreement as set forth herein.
AGREEMENT
NOW, THEREFORE, the Buyer, the Seller and the Company, in
consideration of the mutual promises hereinafter set forth, and intending to
be legally bound, do hereby promise and agree as follows:
1. AMENDMENT OF SECTION 1.2(a)
Section 1.2(a) is hereby amended to read in its entirety as
follows:
"(a) A credit in favor of the Seller (the "Credit") in the
aggregate amount of Two Million Thirty-Nine Thousand Fifty-Seven Dollars
($2,039,057) against amounts that become due after the date hereof for long
distance wholesale traffic to be provided by the Company to the Seller (the
"Long Distance Services") pursuant to a rebiller service contract between the
Company and the Seller of even date herewith; provided, however, that the
amount of the Credit taken by the Seller will not exceed Two Hundred
Twenty-Five Thousand Dollars
($225,000) for the period commencing on September 1, 1999 and ending on
November 30, 1999, and will not exceed One Hundred Thousand Dollars
($100,000) per month for a period not to exceed twenty-five (25) months
thereafter."
2. DELETION OF SECTION 2.1(k).
Section 2.1(k) is hereby deleted in its entirety.
3. PAYMENT OF CERTAIN ACCOUNTS PAYABLE.
The Seller hereby agrees to pay currently those accounts
payable of the Company set forth on Exhibit A attached hereto and
incorporated herein by this reference.
4. NO OTHER MODIFICATION.
Except as specifically amended hereby, the Stock Purchase
Agreement shall continue unchanged and in full force and effect. All of the
provisions contained in Section 12 of the Stock Purchase Agreement shall
apply to this Amendment.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day, month and year first above written.
SELLER
NETLOJIX COMMUNICATIONS, INC.
By: /s/ XXXXXXX X. XXXX
--------------------------
Name: Xxxxxxx X. Xxxx
Title: Chief Executive Officer
BUYER
MATRIX ACQUISITION HOLDINGS
CORP.
By: /s/ XXXXXXX X. XXXXX, XX.
--------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President
COMPANY
MATRIX TELECOM, INC.
By: /s/ XXXXXXX X. XXXX
--------------------------
Name: Xxxxxxx X. Xxxx
Title: Chief Executive Officer
GUARANTY OF PLATINUM EQUITY HOLDINGS, LLC
Platinum Equity Holdings, LLC hereby guarantees the obligations of
the Buyer (including any assignee of the Buyer) under SECTION 1 hereof and
agrees that it will not cause the Buyer to take any actions that would cause
the Buyer to violate the terms of SECTION 1.
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President, Operations
