CREDIT AGREEMENT

Exhibit 10.1

CREDIT AGREEMENT

$40,000,000 Credit Facility

by and among

ELANDIA INTERNATIONAL INC.,

A Delaware corporation

“Borrower”

and

STANFORD INTERNATIONAL BANK LTD.,

an Antiguan banking corporation

“Lender”

Dated as of July 21, 2008

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (the “ Agreement ” ), dated as of July 21, 2008 (the “ Effective Date ”), is made by and between ELANDIA INTERNATIONAL INC., a Delaware corporation (referred to herein as the “ Borrower ”) and STANFORD INTERNATIONAL BANK LTD., an Antiguan banking corporation (the “ Lender ” ).

W I T N E S S E T H

WHEREAS , in connection with a series of transactions pursuant to which Lender is providing various sources of financing to the Borrower in connection with the Borrower’s retention of a new Chief Executive Officer (collectively, the “Transactions”), the Borrower desires to obtain a commitment from the Lender to make one or more Loans to the Borrower up to a maximum aggregate amount not exceeding $40,000,000; and

WHEREAS , the Lender is willing to extend the commitment to make the Loans to the Borrower on the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements set forth herein, and other good and valuable consideration exchanged between the parties, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I - DEFINITIONS

Section 1.1 Definitions . In addition to terms defined elsewhere in this Agreement, the following terms have the meanings indicated which meanings shall be equally applicable to both the singular and the plural forms of such terms:

1.1.1 “ Affiliate ” shall mean any Person (other than a Subsidiary) which directly or indirectly through one or more intermediaries controls, or is controlled by or is under common control, with a Borrower, or 5% or more of the equity interest of which is held beneficially or of record by the Borrower or a Subsidiary. The term “control” means the possession, directly of indirectly, of the power to cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

1.1.2 “ Agreement ” means this Credit Agreement, as the same may be amended from time to time.

1.1.3 “ Borrower ” has the meaning assigned to that term in the introduction to this Agreement.

1.1.4 “ Business Day ” means any day other than Saturday, Sunday or other day on which commercial banks in the city of Miami, Florida are authorized or required by law to remain closed.

1.1.5 “ Change of Control ” shall mean (i) the consolidation, merger or other business combination of the Borrower with or into another Person (other than (A) a consolidation, merger or other business combination in which holders of the Borrower’s voting power immediately prior to the transaction continue after the transaction to hold, directly or indirectly, a majority of the combined voting power of the surviving entity or entities entitled to vote generally for the election of a majority of the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities, or (B) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Borrower); (ii) the sale or transfer of all or substantially all of the Borrower’s assets (including, for the avoidance of doubt, the sale of all or substantially all of the assets of the Subsidiaries in the aggregate); (iii) the consummation of a purchase, tender or exchange offer made to and accepted by the holders of more than the 50% of the outstanding Common Stock; (iv) the adoption of a plan relating to the Borrower’s liquidation or dissolution; (v) the first day on which the majority of the members of the Board of Directors of the Borrower are not Continuing Directors; or (vi) the date that any one Person or group (as that term is interpreted under the rules and regulations promulgated under Section 13(d) of the Exchange Act), other than Excluded Person(s) (as defined below), beneficially owns (as defined in Rules 13d-3 and 13d-5 promulgated under the Exchange Act), directly or indirectly, stock of the Borrower that, together with the stock then held by such Person or group, constitutes more than thirty percent (30%) of the outstanding voting stock of the Borrower or other voting stock into which the Borrower’s voting stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares. The term “Excluded Person(s)” means (A) any officer or director of the Borrower as of the date hereof, (B) an underwriter temporarily holding securities pursuant to an offering of such securities, (C) any Person or group that beneficially owns in excess of forty percent (40%) of the outstanding voting stock of the Borrower on the date hereof (including the Lender), (D) any Person or group that satisfies clause (vi) above and has purchased any of such shares from Lender, or (E) a corporation owned, directly or indirectly, by the stockholders of the Borrower in substantially the same proportions as their ownership of stock in the Borrower.

1.1.6 “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations and published interpretations thereof.

1.1.7 “ Common Stock ” means (A) the Company’s common stock, $0.00001 par value per share, and (B) any capital stock resulting from a reclassification of such common stock.

1.1.8 “ Continuing Directors ” means, as of any date of determination, any member of the Board of Directors of the Borrower who (1) was a member of such Board of Directors on the Issuance Date; or (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the continuing directors who were members of such Board of Directors at the time of such nomination or election.

1.1.9 “ Default ” means any event which, with the lapse of time, the giving of notice, or both, would become an Event of Default.

1.1.10 “ Default Rate ” shall mean 15% per annum.

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1.1.11 Intentionally deleted .

1.1.12 “ Dollars ” or “$” means United States Dollars.

1.1.13 “ Domestic South Pacific Subsidiary ” means a South Pacific Subsidiary incorporated, organized or formed pursuant to the laws of any of the fifty states of the United States of America.

1.1.14 “ Effective Date ” means the date all parties hereto have executed this Agreement and the Loan Documents and Borrower has complied with all conditions precedent thereto.

1.1.15 “ Event of Default ” has the meaning assigned to that term in Section 7.1 hereof.

1.1.16 “ Foreign South Pacific Subsidiary ” means a South Pacific Subsidiary incorporated, organized or formed pursuant to the laws of any jurisdiction other than one of the fifty states of the United States of America.

1.1.17 “ Guarantee(s) ” shall mean that certain Guarantee in the form attached hereto as Exhibit D to be executed and delivered by each Guarantor in favor of Lender.

1.1.18 “ Guarantor ” shall mean, collectively, eLandia South Pacific Holdings, Inc., and eLandia Technologies, Inc.

1.1.19 “ Indebtedness ” of any Person shall mean (i) all indebtedness or liability for borrowed money or for the deferred purchase price of any property (including accounts payable to trade creditors under customary trade credit terms) or services for which the Person is liable as principal, (ii) all indebtedness (excluding unaccrued finance charges) secured by a Lien on property owned or being purchased by the Person, whether or not such indebtedness shall have been assumed by the Person, (iii) any arrangement (commonly described as a sale-and-leaseback transaction) with any financial institution or other lender or investor providing for the leasing to the Person of property which at the time has been or is to be sold or transferred by the Person to the lender or investor, or which has been or is being acquired from another Person, and (iv) all obligations of partnerships or joint ventures in respect of which the Person is primarily or secondarily liable as a partner or joint venturer or otherwise (provided that in any event for purposes of determining the amount of the Indebtedness, the full amount of such obligations, without giving effect to the contingent liability or contributions of other participants in the partnership or joint venture, shall be included).

1.1.20 “ Issuance Date ” means the date of issuance of any Note pursuant to the terms of this Agreement.

1.1.21 “ Lender ” has the meaning assigned to that term in the introduction to this Agreement.

1.1.22 “ Lien ” shall mean a mortgage, pledge, lien, hypothecation, assignment, security interest or other charge or encumbrance or any segregation of assets or revenues or other preferential arrangement (whether or not constituting a security

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interest) with respect to any present or future assets, including fixtures, revenues or rights to the receipt of income of the Person referred to in the context in which the term is used.

1.1.23 “ Loan ” or “ Loans ” shall mean any loan or loans made by the Lender to the Borrower pursuant to this Agreement.

1.1.24 “ Loan Documents ” shall mean those documents executed or submitted in connection with the Loans, including, without limitation, (i) this Credit Agreement; (ii) the Notes; (iii) the Securities Pledge Agreements; (iv) the Guarantee(s); and (v) all other documents and instruments executed by Borrower or any Guarantor in connection with the Loans and/or as may be reasonably required by Lender or Lender’s counsel, including those referred to in Section 6 hereof.

1.1.25 “ Maturity Date ” shall mean July 1, 2010, unless such date is not a Business Day, in which case “Maturity Date” shall mean the first Business Day following July 1, 2010.

1.1.26 “ Net Cash Proceeds ” shall mean, when used with respect to any sale of South Pacific Assets, the gross cash proceeds from such sale received by the Borrower or any Subsidiary owning such assets, net of (i) any reasonable costs or expenses incurred by the Borrower or any such Subsidiary directly relating to the sale, and (ii) any Indebtedness of the Borrower or any Subsidiary that is repaid in connection with such sale, but solely to the extent that such Indebtedness is required to be repaid as a result of such sale pursuant to the terms of a contract or agreement to which the Subsidiary is a party or is bound as of the date hereof.

1.1.27 “ Note ” or “ Notes ” shall mean any promissory note or notes issued with respect to Loans made hereunder, and any modifications, renewals, replacements or substitutions therefor made from time to time hereafter, and to the extent applicable.

1.1.28 “ Obligations ” shall mean the any and all liabilities, obligations, covenants, duties and debts, owing by the Borrower and any Guarantor to the Lender, arising under this Agreement or any other Loan Document, including without limitation, all interest, charges, indemnities, expenses, fees, attorneys’ fees, filing fees and any other sums chargeable to the Borrower or any Guarantor hereunder or under any other Loan Document.

1.1.29 “ Permitted Liens ” shall mean a mortgage, pledge, lien, security interest or other charge or encumbrance or any segregation of assets or revenues or other preferential arrangement (whether or not constituting a security interest) with respect to any present or future assets, including fixtures, revenues or rights to the receipt of income of the Person referred to in the context in which the term is used which are permitted to exist under this Agreement.

1.1.30 “ Person ” shall mean any natural person, corporation, unincorporated organization, trust, joint-stock company, joint venture, association, company, partnership or government, or any agency or political subdivision of any government, or other entity of whatever nature.

1.1.31 “ Pizarro ” shall mean Mr. Pedro (Pete) Pizarro, an individual.

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1.1.32 “ Preferred Stock Purchase Agreement ” shall mean that certain Preferred Stock Purchase Agreement, dated as of February 20, 2008, between Borrower and Lender, as amended.

1.1.33 “ Prime Rate ” shall mean the prime rate as published in The Wall Street Journal on the last Business Day of each month, or if such rate is not published, such substitute rate as determined by Lender with reference to another then generally accepted method for determining the prime rate.

1.1.34 “ Registration Rights Agreement ” shall mean that certain Registration Rights Agreement, dated as of even date herewith, between Borrower and Lender.

1.1.35 “ SEC ” shall mean the U.S. Securities and Exchange Commission.

1.1.36 “ Securities Pledge Agreement ” shall mean that certain Securities Pledge Agreement substantially in the form attached hereto as Exhibit A , to be executed by Borrower and each Guarantor in favor of Lender.

1.1.37 “ South Pacific Subsidiary ” shall mean any Subsidiary that owns directly or indirectly any South Pacific Asset.

1.1.38 “ Stock ” means all shares, options, warrants, general or limited partnership interests, membership interests or other equivalents (regardless of how designated) of or in a corporation, partnership, limited liability company or equivalent entity whether voting or nonvoting, including common stock, preferred stock or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Securities Exchange Act of 1934).

1.1.39 “ Subsidiary ” shall mean any Person in which Borrower or a Wholly-Owned Subsidiary may own, directly or indirectly, an equity interest of more than 50%, or which may effectively be controlled by Borrower or a Wholly-Owned Subsidiary, during the term of this Agreement, as well as all Subsidiaries and other Persons from time to time included in the consolidated financial statements of the Borrower.

1.1.40 “ Transaction Documents ” shall mean the following documents relating to the Transactions: the Loan Documents; the Preferred Stock Purchase Agreement; and the Registration Rights Agreement.

1.1.41 “ Wholly-Owned Subsidiary ” shall mean any Subsidiary, 100% of the outstanding capital stock of all classes of which is owned by the Borrower and/or one or more Wholly-Owned Subsidiaries.

Section 1.2 Accounting Terms . Accounting terms not specifically defined in this Agreement shall have the meaning given to them under accounting principles and practices generally accepted in the United States, applied on a consistent basis with the financial statements referred to in Section 3.3 hereof, and shall be determined both as to classification of items and amounts in accordance therewith. All Subsidiaries shall be consolidated to the fullest extent permitted by such principles and practices, and any accounting terms, financial covenants and financial statements referred to herein shall be determined and prepared on the basis of such consolidation.

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Section 1.3 Other Definitional Provisions . The words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Subsection and Exhibit references are to this Agreement unless otherwise specified.

ARTICLE II - LOANS

Section 2.1 Loans . Subject to the terms and conditions set forth herein, commencing on September 1, 2008 and ending on December 31, 2008, Lender shall make available to Borrower one or more Loans in the original principal maximum aggregate amount of up to $40,000,000 (the “Maximum Aggregate Loan Amount”). Subject to the provisions of this Agreement, the Loans shall be funded on the draw schedule attached hereto as Exhibit B . Any Loan made hereunder shall be evidenced by a Note in the form attached hereto as Exhibit C executed by the Borrower in favor of Lender. The Maximum Aggregate Loan Amount will be reduced by the amount of Net Cash Proceeds received by Borrower or any Subsidiary from the sale of any of the South Pacific Assets (defined in Section 2.4 below).

Section 2.2 Interest . Interest on the principal amount of any Loans made hereunder shall accrue at the Prime Rate plus two percent (2%) per annum (the “Interest Rate”), compounded monthly. Interest will be computed on the basis of a 360-day year based upon the actual number of days elapsed. Interest shall be adjusted quarterly based on the then current Prime Rate. Interest shall be paid quarterly in arrears and otherwise in accordance with the terms of the Note.

Section 2.3 Maturity Date . The outstanding principal amount of all Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date in accordance with the terms of this Section 2.3; provided, however, that Borrower, subject to the terms and conditions of Section 2.3.2 below, on the Maturity Date, may elect to convert some or all of the amounts owed to the Lender in respect of the Loans into Common Stock. The Loans may be prepaid at any time without penalty.

2.3.1 [Intentionally Omitted.]

2.3.2 Conversion by Borrower of Loans into Common Stock .

(i) Conversion Terms . Provided that the Borrower has then sold or otherwise disposed of all or substantially all of the assets owned by, or equity interests in, AST Telecom, LLC (the “AST Assets”), on the Maturity Date, Borrower may elect, upon written notice to Lender, to convert the remaining principal amount of all Loans then outstanding together with the accrued and unpaid Interest thereon into shares of Common Stock of the Borrower at a conversion price equal to $3.97 per share, as adjusted as provided herein (the “Conversion Price”). The shares of such Common Stock issuable upon conversion of any Loans pursuant to this Section 2.3.2, or other securities into which amounts due hereunder may be converted, are referred to herein as the “Conversion Shares.”

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(ii) Shares Reserved for Issuance and Duly Authorized . The Borrower shall at all times cause to be reserved for issuance such number of authorized and unissued shares of Common Stock as shall be sufficient for a conversion pursuant to this Section 2.3.2. The Borrower covenants that upon issuance of the Conversion Shares in accordance with the terms hereof, such shares shall be duly authorized, validly issued and outstanding, fully paid and non-assessable shares of Common Stock.

(iii) Certificates for Conversion Shares . The Borrower shall deliver a certificate or certificates for the Conversion Shares as soon as practicable after a conversion hereunder. The certificates representing the Conversion Shares shall bear a legend substantially similar to the following:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), and may not be offered or sold except (1) pursuant to an effective registration statement under the Act or (2) upon the delivery by the holder to the Borrower of an opinion of counsel that an exemption from registration under such Act is available.”

(iv) Adjustments . Upon the occurrence of the events set forth in Section 3(e) of each Note, the Borrower will make an appropriate adjustment to the Conversion Shares, the Conversion Price and/or any other terms of such Note, and take such other actions, all as provided in Section 3(e) of such Note.

(v) Fractional Interests . The Borrower shall not be required to issue fractions of shares of Common Stock upon the conversion pursuant to this Section 2.3.2. If any fraction of a share of Common Stock would be issuable upon any such conversion, the Borrower shall, upon such issuance, purchase such fraction for an amount in cash equal to the current value of such fraction, computed on the basis of the last reported closing price of the Common Stock on the securities exchange or quotation system on which the shares of Common Stock are then listed or traded, as the case may be, if any, on the last Business Day prior to the date of conversion upon which such a sale shall have been effected, or, if the Common Stock is not so listed or traded on an exchange or quotation system, as the Board of Directors of the Borrower may in good faith determine.

2.3.3 [Intentionally Omitted] .

Section 2.4 Sale of South Pacific Assets; Reduction of Maximum Aggregate Loan Amount; Mandatory Prepayments . The Borrower is evaluating the potential sale or other disposition of some or all of the businesses, operations and/or other assets in the South Pacific owned by the Borrower and its Subsidiaries (the “South Pacific Assets”) in one or more transactions on commercially reasonable terms. The Borrower shall give Lender at least 25 days’ prior written notice of any transaction to sell all or a material portion of the South Pacific Assets. Notwithstanding anything in this Agreement to the contrary, prior to the Maturity Date, (a) the Maximum Aggregate Loan Amount shall be permanently reduced on a dollar-for-dollar basis by the amount of any Net Cash Proceeds received by the Borrower or any Subsidiary from the sale of the South Pacific Assets, and (b) the Borrower shall cause 100% of the Net Cash Proceeds from any such sale of the South Pacific Assets consummated prior to the Maturity Date to be paid by

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the purchaser of such South Pacific Assets directly to Lender by wire transfer of immediately available funds to such account as Lender may from time to time designate, which amounts shall be applied to the Obligations.

Section 2.5 Use of Proceeds . The Borrower will use the proceeds of the Loans solely for the following purposes: (a) to build up and/or acquire technology infrastructure and related services in Latin America, (b) to make acquisitions of other businesses and assets, and (c) for general working capital needs, in each case, in accordance with the Borrower’s business plan as approved by the Board of Directors of the Borrower.

Section 2.6 Payments . Prior to any Default hereunder, all payments by or on behalf of Borrower hereunder shall be applied first to all accrued and unpaid interest under the Notes, and then to outstanding principal under the Notes. Any payments by or on behalf of Borrower made to Lender on or subsequent to any Default hereunder may be applied by Lender to any of the Obligations in such order as Lender determines in its sole and absolute discretion.

Section 2.7 Payoff of ANZ Indebtedness and Delivery of Certificates Held by ANZ . Lender shall have the right, in its sole discretion, to pay off and otherwise fully satisfy all obligations (the “ANZ Lo