FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT dated as of June 15, 1998 by
and among Xxxxxx Wireline Company ("Xxxxxx") and Xxxxxx X. Xxxxxxxxx, in his
capacity as Seller's Agent.
W I T N E S S E T H:
WHEREAS, Xxxxxx and the shareholders (the "Sellers") of American Telco,
Inc. ("ATI") and American Telco Network Services, Inc. (collectively, the
"Companies") have entered into that certain Stock Purchase Agreement dated
March 26, 1998 (the "Purchase Agreement") pursuant to which Xxxxxx has agreed
to purchase from the Sellers all of the outstanding shares of Common Stock of
the Companies; and
WHEREAS, pursuant to Section 11.16 of the Purchase Agreement, the
Sellers(1) Agent has the right to enter into amendments to the Purchase
Agreement on behalf of the Sellers; and
WHEREAS, the parties hereto wish to amend the Purchase Agreement as
hereinafter provided.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. The second sentence of Section 6.6 of the Purchase Agreement is
hereby amended to read in its entirety as follows:
"Buyer shall pay or cause the payment of such amounts to those employees
listed on SCHEDULE 6.6 who continue to be employed by ATI ninety (90) days
after the Closing."
2. Except as otherwise amended herein, the terms of the Purchase
Agreement shall remain in full force and effect as of the date hereof.
3. Except as otherwise defined herein, all defined terms shall have
those meanings as set forth in the Purchase Agreement.
4. This Agreement may be executed in one or more counterparts, each of
which when so executed shall be an original, but all of which together shall
constitute one agreement. Facsimile signatures shall be deemed original
signatures.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed as of the date first above written.
XXXXXX WIRELINE COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, as Sellers' Agent
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