Exhibit 10.17
2nd AMENDMENT
TO
STOCK PURCHASE AGREEMENT ("AGREEMENT")
DATED
MARCH 16, 1999
BY AND AMONG
RIGL CORPORATION, A NEVADA CORPORATION (NOW NAMED XX.XXX, INC.)
("RIGL"), TELCO BILLING, INC., A NEVADA CORPORATION ("TBI"),
XXXXXX & XXXXXX, LTD. AND XXXXXX AND MARKSON, LTD., BOTH
ANTIGUA CORPORATIONS (COLLECTIVELY "SHAREHOLDERS")
This Amendment effective September 12th, 2000 amends paragraph 1.4 of said
Agreement. XX.Xxx, Inc. ("YP") and Shareholders hereby agree to modify the
Agreement by deleting the entirety of paragraph 1.4 of the Agreement. All other
revisions, amendments and agreements shall be deemed to be in full force and
effect. This deletion irrevocably rescinds and revokes Shareholders' option and
ability to "Put" shares of YP common stock to YP and substitutes therefore the
following language in a new paragraph 1.4 as follows:
1.4 Shareholders' Option. Under this Agreement YP grants to each Shareholder, a
--------------------
Ten Million U.S. Dollar ($10,000,000) revolving line of credit ("Revolver")
fully secured by the shares of YP common stock owned by Shareholders equal
to the amount being borrowed. The value of the stock per share being
pledged as security shall be valued at eighty percent (80%) of the last
trade prior to the time of the loan request or a value of one dollar ($1)
per share whichever is higher. The Revolver may be terminated at any time
by the Shareholder and converted into ten (10) year loan at the same
interest rate as that of the Revolver and then no further advances shall be
eligible. The interest rate on the Revolver, and/or possible subsequent
term loan shall be 25 basis points (.25%) above YP's average borrowing rate
from institutional lenders as determined by YP's Chief Financial Officer,
but in no case lower than eight percent (8%) and shall be set for each
advance at the time of the advance request, if made. In addition, the
average borrowing rate shall be the average of the rate charged by the
aggregate of YP's institutional lenders for the prior 30 day period: (i) no
single advance shall exceed One Million U.S. Dollars ($1,000,000"); (ii) no
advances of any amount shall be made unless after such advance, there
remains available to YP an amount equal to thirty (30) days' operating
capital. Operating capital is defined as the cash needed to maintain the
business. More clearly defined as those expenses needed to pay for the
general operating expenses of the company exclusive of depreciation, taxes,
amortization, marketing, expenses or acquisition expenses. More clearly
defined as the expenses needed to maintain the business. The calculation of
the amount of capital available to pay those expenses would include the
parent as well as all subsidiaries and affiliates; cash on hand, cash in
reserve, marketable securities, short term notes and certificates of
deposit, treasury notes, mutual funds, availability on any credit lines
plus any cash reasonable expected during the 30 day period from the loan
advance forward. This line shall not expire.
Interest charged shall be paid by the Shareholders quarterly in arrears.
However, the shareholders shall have the option of obtaining from YP a
mandatory advance for the purpose of paying the interest so long as there
is availability on this line or by paying the interest
1
with collateral stock whoso value is defined herein above, or by tendering
payment in cash or cash equivalent. YP shall prepare and provide a
statement to the shareholders quarterly. The shareholders shall have 30
days from receipt of the statement to advise YP how they would like to pay
the interest. In the event that no advice has been received by YP then YP
shall advance the funds against this line to pay the interest in a timely
manner.
YP grants and conveys to Shareholders the right to transfer and assign any,
part and all Shareholder rights under the Agreement or this Amendment to
any of Shareholders' successors and assigns without the consent of YP. Any
such transfer and assignment shall, however be subject to all of the terms
and conditions contained in the Agreement and this Amendment.
The above constitutes the entirety of the Amendment.
The parties to the Agreement and to this Amendment agree and consent to this
Amendment and signify such by signing in the spaces provided below.
AGREED & ACCEPTED
XX.Xxx, Inc. Xxxxxx & Xxxxxx, Ltd.
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxx Xxxxxx
---------------------------------- -----------------------------
Xxxxxx Xxxxx, Xxxx Xxxxxx,
Chairman Antigua Management
& Trust Ltd.
Corporate Director
Xxxxxx and Markson, Ltd.
By: /s/ Xxxx Xxxxxx
----------------------------------
Xxxx Xxxxxx
Antigua Management
& Trust Ltd.
Corporate Director
2
