Exhibit 10.2
FOURTH AMENDMENT TO CREDIT
AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT
AGREEMENT (this “ Amendmen t” ) dated as
of February 6, 2009 (the “ Effective Date
”) , is entered into by and between ELANDIA
INTERNATIONAL INC., a Delaware corporation (the “
Borrower ”), and STANFORD INTERNATIONAL BANK LTD., an
Antiguan banking corporation (the “ Lender ”
). Capitalized terms used in this Amendment and not
otherwise defined in this Amendment have the meanings assigned to
them in the Credit Agreement (defined below).
RECITALS
WHEREAS, the Borrower and the Lender
entered into that certain (i) Credit Agreement, dated as of
July 21, 2008, (ii) First Amendment to Credit Agreement
dated as of September 5, 2008, (iii) Fourth Amendment to
Preferred Stock Purchase Agreement and Second Amendment to Credit
Agreement dated as of September 17, 2008, and (iv) Third
Amendment to Credit Agreement dated as of November 14, 2008
(the foregoing amendments together with the original Credit
Agreement, collectively, the “ Credit Agreement
”), whereby the Lender committed to loan the Borrower up to
$40,000,000 on the terms and conditions set forth in the Credit
Agreement; and
WHEREAS, the Borrower and the Lender
wish to amend the Credit Agreement as provided in this
Amendment.
NOW, THEREFORE, in consideration of
the premises and the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as
follows:
AGREEMENT
1. Termination of the Credit
Agreement .
As of the Effective Date, all of the
principal, interest and fees owing by the Borrower to the Lender
under the Credit Agreement and all related loan and collateral
documents as of the Effective Date will have been paid, satisfied
and discharged The Borrower hereby acknowledges and agrees that,
pursuant to its notice heretofore delivered to the Lender regarding
the termination of all the commitments and reduction of the
outstanding principal amount of all Loans, together with all
accrued interest thereon to zero, and the termination of the Credit
Agreement and all the other Loan Documents, the Borrower has no
right to request, and shall not request, any such credit extension
under the Credit Agreement.
2. Termination of the Loan
Documents .
As of the Effective Date, the Loan
Documents, as further described on Exhibit A hereto, are
terminated and cancelled and all respective parties thereto are
released and discharged from their obligations
thereunder.
3. Effect of Termination
.
Based upon the foregoing, upon the
execution and delivery of this Amendment (the “ Effective
Time ”):
(i) all indebtedness of the Borrower
for credit extended under the Credit Agreement shall be fully paid
and discharged through the conversion of all such indebtedness into
shares of Series B Convertible Preferred Stock of the B
