AMENDMENT TO STOCK PURCHASE AGREEEMENT
Effective June 1, 2000, the stock purchase agreement, dated as of
March 10, 2000 between Intellicall, Inc. ("Seller") and Gotthardfin Limited
("Purchaser") is amended to read as follows:
Further Agreements.
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(c) During the period commencing on the Closing Date and
ending on the one-year anniversary of the Closing Date (the "Option Period"),
Purchaser hereby grants to Seller an option (the "Option") to repurchase all
or any part of the Shares for a purchase price of U.S. $250 per share
(subject to appropriate adjustment for any stock split, stock dividends or
the like). The Option may be exercised by Seller by delivery of written note
to Purchaser indicating the number of Shares to be repurchased and the date
to be repurchased (which date may be no later than thirty (30) days following
the date of such written notice). The repurchase price shall be paid in
immediately available funds, unless otherwise agreed to by Purchaser. The
Option shall be assignable by Seller upon written notice to Purchaser.
(d) Upon an offer from a third party to purchase the ILD
shares, the Purchaser grants the Seller the right of first refusal to match
the offer presented by the third party within 24 hours of receipt of such
offer.
EXECUTED as of the date first set forth above.
GOTTHARDFIN LIMITED
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By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice-Chairman of the Executive Board
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By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Member of Management
INTELLICALL, INC.
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By: /s/ R. ▇▇▇▇▇▇▇ ▇▇▇▇
Title: CFO
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