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Exhibit
10.45
FIRST AMENDMENT TO
CONVERTIBLE NOTE PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO CONVERTIBLE NOTE PURCHASE AGREEMENT (the
"Amendment") is made as of this 11th day of April, 2007, by and
between ELANDIA, INC., a Delaware corporation (the " Company
"), and STANFORD INTERNATIONAL BANK LIMITED, a corporation
organized under the laws of Antigua and Barbuda (the "
Purchaser ").
RECITALS
WHEREAS, the Company and the Purchaser entered into that certain
Convertible Note Stock Purchase Agreement, dated as of
February 16, 2007 (the "Original Agreement"), whereby the
Purchaser agreed to purchase from the Company, a certain
convertible promissory note for an aggregate purchase price of
$25,300,000;
WHEREAS , the Purchaser agreed pursuant to the terms of
Section 4.12 of the Original Agreement to provide up to
$5,000,000 in additional financing (inclusive of certain placement
and advisory fees) to the Company, on the same terms and conditions
as described in the Original Agreement, and subject to the
satisfaction of certain conditions (the "Additional Funding
Commitment");
WHEREAS, pursuant to a Loan Agreement dated
October 30, 2006, the Company’s subsidiary, AST Telecom,
LLC ("AST"), has obtained from ANZ Finance American Samoa, Inc. and
ANZ Amerika Samoa Bank (jointly "ANZ") a $5,800,000 financing
facility (the "ANZ Loan Agreement"); and
WHEREAS , the Company and the Purchaser desire to amend
Section 4.12 of the Original Agreement as provided herein.
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. Amendments to the Original Agreement .
Section 4.12 of the Original Agreement is hereby deleted in
its entirety and replaced with the following:
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4.12 Additional Funding Commitment . The Purchaser shall
provide up to $5,000,000 in additional financing (inclusive of an
additional placement and advisory fee to SGC of $500,000) to the
Company upon the written request of the Company, on the same terms
and conditions as described herein (including the issuance by the
Company of an additional convertible promissory note as well as the
issuance of warrants in accordance with Schedule 2 attached hereto
and the corresponding re
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