FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (the "Amendment") is
made as of March 27, 2002, and shall amend the Stock Purchase Agreement (the
"Agreement") made on September 7, 2001 by and between AM BROADBAND SERVICES,
INC., a Delaware corporation, with an address at 0000 XX Xxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000 (the "Buyer"), AM COMMUNICATIONS, INC., a Delaware
corporation, with an address at 0000 XX Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx
00000-0000 (the "Parent") and all of the shareholders of SRS COMMUNICATIONS
CORPORATION, a Connecticut corporation, ("SRS") and EDJ COMMUNICATIONS, INC., a
Connecticut corporation, ("EDJ") (each a "Seller" and, collectively, the
"Sellers"), all of whose names, addresses and shareholdings, along with the
consideration to be received by each such Seller, are set forth on Exhibit A to
the Agreement. SRS and EDJ are also sometimes referred to, individually, as a
"Company" and, collectively, as the "Companies."
WHEREAS, the Sellers and the Buyer desire to amend to terms of the
Agreement consistent with the terms set forth herein.
NOW, THEREFORE, in consideration of the respective representations,
warranties, covenants and agreements set forth in the Agreement and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Sellers and the Buyer covenant and agree as follows:
1. Section 2 of the Agreement shall be hereby amended in its entirety
to read as follows:
"2. Purchase Price. Subject to the adjustment as provided in
Section 3 below, the Purchase Price payable hereunder for the sale mid purchase
of the Stock shall be payable by the Buyer to the Sellers as follows:
(a) $1,150,000.00 in cash, to be paid by the Buyer to the
Sellers in weekly installments following the Closing, each
in an amount equal to that portion of the Companies'
accounts receivable existing as of the Closing which are
actually collected by the Companies during the applicable
week and continuing until the total of such installments
equals $1,150,000.00;
(b) $2,780,000.00 in the form of a subordinated promissory note
in the form attached hereto as Exhibit B (the "Note"), to be
delivered by the Buyer to the Sellers at the Closing; and
(c) 9,000,000 restricted shares of common stock of AM
Communications, Inc., par value 110 per sire (the "AM
Shares"), to be delivered by the Buyer to the Sellers at the
Closing."
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2. In all other respects, the terms and provisions of the Agreement are
hereby ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written.
AM BROADBAND SERVICES, INC.
By: ______________________
Name: Xxxxxxx X. Xxxxxxx
Title: Group Vice President & General Manager
AM COMMUNICATIONS, INC.
By: ______________________
Name: Xxxxx X. Xxxxxx
Title: Chairman & CEO
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