EXHIBIT 10.3
AMENDMENT NO. 1 TO LOAN AND NOTE PURCHASE AGREEMENT
Amendment No. 1 to Loan and Note Purchase Agreement (the "Amendment")
is entered into as of this 30th day of June, 1999 by and among eGlobe, Inc.,
formerly known as Executive TeleCard, Ltd., ("Parent"), eGlobe Financing
Corporation ("eGlobe Financing"), IDX Financing Corporation, a Delaware
corporation ("IDX Financing"), Telekey Financing Corporation, a Delaware
corporation ("Telekey Financing") and EXTL Investors, LLC ("Investor").
WHEREAS, Parent, eGlobe Financing and Investor entered into a
Loan and Note Purchase Agreement dated April 9, 1999 (the "Purchase Agreement");
and
WHEREAS, the parties desire to make certain amendments to the
Purchase Agreement.
NOW THEREFORE, the parties hereto do hereby agree as follows:
1. IDX Financing and Telekey Financing shall each be added as
co-makers of the 5% Secured Notes (the "Secured Notes") and the revolving note
based on the balance of accounts receivable (the "A/R Note" and collectively
with the Secured Notes, the "Notes"), and together with eGlobe Financing will
have joint and several liability for any obligations under the Notes and the
Security Agreement (as such term is defined under the Purchase Agreement.
2. Section 1.2(f) of the Purchase Agreement shall be amended
by deleting all of said section and replacing the deleted language with a new
Section 1.2(f) that reads as follows:
(f) Security Agreement; Asset Transfer. The Notes
shall be secured by and shall be entitled to the benefits of a
Security Agreement (the "Security Agreement") substantially in
the form attached hereto as Exhibit F to be entered into by
the Companies and the Investor at the Second Closing. At or
prior to the Second Closing, the Parent shall (i) convey or
cause its subsidiaries (except for IDX International, Inc.
("IDX") and Telekey, Inc. ("Telekey") to convey to eGlobe
Financing, on the terms and conditions set forth in the
transfer documents reasonably acceptable to the Investor (the
"eGlobe Financing Transfer Documents"), the assets described
in Exhibit G-1 presently owned by such transferors; (ii) cause
IDX to convey to IDX Financing, on the terms and conditions
set forth in the transfer documents reasonably acceptable to
the Investor (the "IDX Financing Transfer Documents"), the
assets described in Exhibit G-1 presently owned by IDX; and
(iii) cause Telekey to convey to Telekey Financing,
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on the terms and conditions set forth in the transfer
documents reasonably acceptable to the Investor (the "Telekey
Financing Transfer Documents"), the assets described in
Exhibit G-1 presently owned by Telekey. The Parent shall cause
its subsidiaries to convey to the relevant Company, during the
period in which the Notes are outstanding, all assets acquired
after the date hereof which are described in Exhibit G-2. (If
such assets cannot be conveyed without violating the terms of
Material Contracts, the Parent or relevant subsidiary shall
enter into a comparable security agreement granting a security
interest, to the extent permitted by applicable Material
Contracts.) In the event that any of the transferred assets
are already encumbered by an Encumbrance that is not
prohibited hereunder, it is intended that the Investor would
receive a second priority security interest to the extent
permitted by the documents evidencing the first security
interest, and the Company and the Parent agree to use all
reasonable efforts to obtain such consents as may be necessary
from the holders of such first security interests to allow a
second security interest to be placed on such assets for the
benefit of the Investor.
3. Section 2.3(a) of the Purchase Agreement shall be amended
by replacing all references to the "Company" with "eGlobe Financing."
4. The Purchase Agreement shall be amended by adding a new
Section 2.3(c) and (d) which shall read as follows:
(c) The authorized capital stock of IDX
Financing consists of 4,000 shares of common stock of which
100 shares are validly issued and outstanding, fully paid and
non-assessable, all of which are held (directly or indirectly)
by Parent free and clear of all Encumbrances, and 1,000 shares
of preferred stock, none of which are issued or outstanding.
There are no options, warrants or other rights, agreements,
arrangements or commitments of any character relating to the
issued or unissued capital stock of IDX Financing or
obligating IDX Financing to issue or sell any shares of
capital stock of, or other equity interests in IDX Financing,
including any securities directly or indirectly convertible
into or exercisable or exchangeable for any capital stock or
other equity securities of IDX Financing, expect for options
or rights held by the Parent. All shares of common stock of
IDX Financing are duly and validly issued, fully paid and
nonassessable.
(d) The authorized capital stock of Telekey
Financing consists of 2,000 shares of common stock of which
100 shares are validly issued and outstanding, fully paid and
non-assessable, all of which are held (directly or indirectly)
by Parent free and clear of all
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Encumbrances, and 1,000 shares of preferred stock, none of
which are issued or outstanding. There are no options,
warrants or other rights, agreements, arrangements or
commitments of any character relating to the issued or
unissued capital stock of Telekey Financing or obligating
Telekey Financing to issue or sell any shares of capital stock
of, or other equity interests in Telekey Financing, including
any securities directly or indirectly convertible into or
exercisable or exchangeable for any capital stock or other
equity securities of Telekey Financing, expect for options or
rights held by the Parent. All shares of common stock of
Telekey Financing are duly and validly issued, fully paid and
nonassessable.
5. The "Company" shall refer to each of eGlobe Financing, IDX
Financing and Telekey Financing for all other purposes under the Purchase
Agreement, except with respect to Section 2.6 (Financial Statements) and where
the context requires otherwise.
6. Copies of all notices to IDX Financing and Telekey
Financing shall be sent c/o eGlobe, Inc. to its principal place of business,
attention "Chairman."
7. Capitalized terms used herein and not defined herein shall
have the meaning ascribed to them in the Purchase Agreement. All terms and
provisions of the Purchase Agreement and amendments thereto, as amended hereby,
shall continue in full force and effect, and are hereby confirmed in all
respects.
8. This Amendment No. 1 to Loan and Note Purchase Agreement
may be executed in several counterparts, each of which is an original, but all
of which together constitute one and the same agreement.
9. All corporate law matters arising under this Amendment No.
1 to Loan and Note Purchase Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, and all other matters arising
under this Agreement shall be governed by and construed in accordance with the
laws of the State of Texas, in each case regardless of the laws that might
otherwise govern under applicable principles of conflicts of law. Each of the
parties consents to the jurisdiction of the federal courts whose districts
encompass any part of the State of Texas or the state courts of the State of
Texas in connection with any dispute arising under this Amendment No. 1 to Loan
and Note Purchase Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non conveniens, to
the bringing of any such proceeding in such jurisdictions.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first set forth above.
EGLOBE, INC.
By:__________________________________
Name/Title:__________________________
EGLOBE FINANCING CORPORATION
By:__________________________________
Name/Title:__________________________
IDX FINANCING CORPORATION
By:__________________________________
Name/Title:__________________________
TELEKEY FINANCING CORPORATION
By:__________________________________
Name/Title:__________________________
EXTL INVESTORS, LLC
By:__________________________________
Name/Title:__________________________
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