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EXHIBIT F
AMENDMENT NO. 1 TO PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT dated as of May 7, 2001
(this "Amendment") is made and entered into by and among UBS CAPITAL AMERICAS
III, L.P., a Delaware limited partnership ("Americas"), UBS CAPITAL LLC, a
Delaware limited liability company ("UBS Capital" and together with Americas,
the "Purchasers") and IFX CORPORATION, a Delaware corporation (the "Company").
RECITALS
WHEREAS, Purchasers and the Company are parties to that certain Stock
Purchase Agreement dated as of March 13, 2001 (the "Purchase Agreement"); and
WHEREAS, the Company and Purchasers desire to amend the Purchase
Agreement as set forth below, which amendment has been approved by the
unanimous consent of the Board of Directors of the Company.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments. The Schedule of Purchasers attached to the
Purchase Agreement is hereby deleted in its entirety and
replaced with the Schedule of Purchasers attached hereto as
Exhibit A.
2. Counterparts. This Amendment may be executed in one or more
counterparts and all such counterparts shall be deemed an
original, shall be construed together and shall constitute one
and the same instrument.
3. Choice of Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York
without regard to the conflicts of law provisions thereof.
4. Defined Terms. Capitalized terms used and not defined herein
shall have the meanings ascribed to such terms in the Purchase
Agreement.
5. Continuance of Purchase Agreement. Except as provided herein,
the terms of the Purchase Agreement shall continue in full
force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the first date written above.
IFX CORPORATION
By: /s/ Xxxx Xxxxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxxxx
Title: President
UBS CAPITAL AMERICAS III, L.P.
By: UBS CAPITAL AMERICAS III, LLC
By: /s/ Xxxx X. Lama
-----------------------------
Name: Xxxx X. Lama
Title: Principal
By: /s/ Xxxx X. Xxxxx
----------------------
Name: Xxxx X. Xxxxx
Title: Chief Financial Officer
UBS CAPITAL LLC
By: /s/ Xxxx X. Lama
---------------------
Name: Xxxx X. Lama
Title: Attorney-in-fact
By: /s/ Xxxx X. Xxxxx
------------------------------------
Name: Xxxx X. Xxxxx
Title: Attorney-in-fact
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EXHIBIT A
SCHEDULE OF PURCHASERS
IFX CORPORATION
SERIES B PREFERRED STOCK
PURCHASER NUMBER OF SHARES NUMBER OF SHARES OF
OF CLASS I SERIES B CLASS II SERIES B
PREFERRED STOCK PREFERRED STOCK
UBS Capital Americas III, L.P. 3,794,421 402,928
UBS Capital LLC 199,706 21,207
Exh. A-1
