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:
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
