EXHIBIT 2
AMENDMENT
TO
STOCK PURCHASE
AND
ASSET ACQUISITION AGREEMENT
This Amendment to Stock Purchase and Asset Acquisition Agreement (the
"Amendment") is entered into as of the 27th day of December, 1999, by and among
Silverthorne Production Company, a Colorado corporation ("Silverthorne"),
Inter-American Telecommunications Holding Corporation, a Delaware corporation
("ITHC"), and Xxxxx X. Xxxxxxx, Xxxxxxxx X. Xxxxxxx, Xxxx X. Xxxxxxxxx and
Xxxxxx X. Xxxxxxx, C/F X. X. Xxxxxxx (the "Selling Shareholders").
RECITALS
WHEREAS, Silverthorne, ITHC and the Selling Shareholders entered into a
Stock Purchase and Acquisition Agreement (the "Agreement") which stated that at
the First Closing ITHC was to acquire 29,242,953 shares of the common stock of
Silverthorne from Silverthorne in exchange for the assets of ITHC and 12,602,431
shares of the common stock of Silverthorne from the Selling Shareholders in
exchange for cash and ITHC stock;
WHEREAS, the number of shares of common stock of Silverthorne that ITHC was
to acquire from Silverthorne at the First Closing was incorrectly stated in the
Agreement and should have been 11,742,953 shares rather than 29,242,953 shares;
NOW, THEREFORE, in consideration of the mutual promises and other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereby agree as follows:
Amendments to Section 1.2 of Article 1, Section 5.3 of Article 5 and
Sections 8.1(c), 8.2(a) and 8.2(c) of Article 8 of the Agreement. Silverthorne,
ITHC and the Selling Shareholders hereby agree that Section 1.2 of Article 1 and
Section 8.1(c) of Article 8 of the Agreement are amended to provide that the
total number of shares to be issued to ITHC at the First Closing is 11,742,953
shares and that the additional 17,500,000 shares issued to ITHC at the First
Closing immediately shall be returned by ITHC to Silverthorne for cancellation
and at the Second Closing as specified in the Agreement, an additional
37,298,444 pre-split shares of Silverthorne's Common Stock shall be issued to
ITHC rather than 4,949,611 post-split shares as provided in Section 1.2 of
Article 1 and Section 8.2(a) of Article 8 of the Agreement. Further, Section 1.2
of Article 1 and Section 5.3 of Article 5 are amended to delete any references
to a 1-for-4 reverse split and Section 8.2(c) of the Agreement is amended to
provide that Xxxx Xxxxxxxxx and Xxxx Xxxxx will receive an aggregate of
2,200,000 pre-split shares at the second closing rather than 550,000 post-split
shares.
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Amendment to Section 1.3 of Article 1 of the Agreement. Silverthorne, ITHC
and the Selling Shareholders hereby agree that Section 1.3 of Article 1 of the
Agreement is amended to make it clear that all of the assets of ITHC (except for
the common stock of Silverthorne owned by ITHC), not just the assets set forth
on Schedule A to the Agreement, were transferred and assigned to Silverthorne at
the First Closing. Further, Silverthorne, ITHC and the Selling Shareholders
hereby agree that Silverthorne assumed and agreed to pay all of the liabilities
of ITHC that existed as of the First Closing.
Except as provided herein, all provisions of the Agreement shall remain in
full force and effect.
SILVERTHORNE PRODUCTION INTER-AMERICAN
COMPANY TELECOMMUNICATIONS HOLDING
CORPORATION
By:/s/Xxxxx X. Xxxxxxx By: /s/Xxxxx X. Xxxxxxx
------------------------------------- --------------------------------
Xxxxx X. Xxxxxxx, Xxxxx X. Xxxxxxx,
President and Chief Operating Officer President
SELLING SHAREHOLDERS:
/s/Xxxxx X. Xxxxxxx
------------------------------------
Xxxxx X. Xxxxxxx
/s/Xxxx X. Xxxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxxx
/s/Xxxxxxxx X. Xxxxxxx
------------------------------------
Xxxxxxxx X. Xxxxxxx
/s/Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx, C/F X. X. Xxxxxxx
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