EXHIBIT 10.9
AUGUST 13, 1997 AMENDMENT TO OPTION AND
STOCK PURCHASE AGREEMENT
August 13, 1997
▇▇. ▇▇▇▇▇ ▇'▇▇▇▇▇▇▇▇
Wireless Cable & Communications, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Re:..........................Caracas Viva Vision TV, S.A.
Dear ▇▇▇▇▇:
On November 8, 1996, Wireless Cable & Communications, Inc.
("WCCI") entered into an Option and Stock Purchase Agreement (the
AAgreement@) with the shareholders of Caracas Viva Vision TV, S.A. ("Viva")
for the purchase of their shares in Viva. On July 24, 1997, WCCI and Viva
entered into an agreement (the AJuly Amendment@) which modified, as among
WCCI, Caribbean Communications Group, S.A. ("CCG") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
("▇▇▇▇▇▇▇▇"), the consideration that CCG and ▇▇▇▇▇▇▇▇ would receive upon
WCCI's exercise of the option.
Based on the parties= further negotiations, they have
agreed to another amendment of the consideration to be paid to ▇▇▇▇▇▇▇▇ and
CCG at the closing of the Agreement. The parties= present agreement is as
follows:
a) Instead of delivering $216,485 at closing, WCCI will deliver the amount
of $400,000. Or of that amount, $200,000 will be in the form of cash or
other readily available funds, and the balance ($200,000) will be
represented by a promissory note in the form of Exhibit "A" hereto. The
entire $400,000 will be made payable to CCG.
(b) Instead of delivering WCCI common shares having an aggregate value
(based on the PASJ Investment Amount, as defined in the July Amendment) of
$3,550,000, WCCI will deliver to CCG and ▇▇▇▇▇▇▇▇ WCCI common shares having
an aggregate value of $3,548,250. Common shares having a value of
$1,623,250 will be delivered to CCG and common shares having a value of
$1,925,000 will be delivered to ▇▇▇▇▇▇▇▇.
(c) Instead of WCCI delivering 355,000 Series B preferred shares to
▇▇▇▇▇▇▇▇ and CCG, it will deliver 354,825 Series B preferred shares. CCG
will receive 162,325 of those shares, and ▇▇▇▇▇▇▇▇ will receive 192,500 of
those shares.
163
The parties further understand and agree that
Comunicaciones Centuri\n S.A. has loaned Viva certain amounts, which are
not reflected on the financial statements delivered by Viva upon the
execution of the Agreement in November of 1996 and which arose after that
date. The parties shall promptly determine the exact amount of the
Centuri\n loans, which in all events shall be limited to no more than
$400,000. All such amounts shall be due and payable no earlier than August
15, 2000.
Except as set forth in this letter, the Agreement, as
amended (including by the July Amendment), remains in full force and
effect.
If WCCI agrees to the amendments to the Agreement as
described herein, please signify that agreement by executing this letter in
the space provided below.
Sincerely,
Caracas Viva Vision TV, S.A.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: President
ACCEPTED AND AGREED:
Wireless Cable & Communications, Inc.
By: /s/ ▇▇▇▇▇ D=Ambrosio
Its: CEO
Dated: 8/13/97
164
