Exhibit 3.5
A Novo SA
00, xxx xxx Xxxxxxxxx
X-00000 Xxxxxxxx xxxxx, Xxxxxx
December 14, 2001
A Novo Broadband, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
A Novo Americas LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Reference is made to that certain Bridge Loan Agreement dated as of
August 29, 2001, as amended by letter dated December 13, 2001, by and among A
Novo Americas LLC ("Parent"), A Novo Broadband, Inc. ("Borrower"), and A Novo SA
("Lender"). Unless otherwise provided herein, all capitalized terms used herein
have the meanings assigned to them in the Bridge Loan Agreement. Borrower has
requested and Lender and Parent have agreed that the loan made under the Bridge
Loan Agreement shall be subordinated to Borrower's bank debt in order to enable
Borrower to increase such bank debt to meet Borrower's operating cash
requirements. Lender and Parent have agreed to execute the bank's required form
of subordination agreement, on the condition that the Conversion Price be
amended as provided herein.
The Bridge Loan Agreement is amended to change the Conversion Price to
$1.40, which is greater than the average of the closing sales prices of the
Borrower's common stock on the 10 trading days preceding the date hereof
($1.25).
Very Truly Yours,
A NOVO SA
By:/s/ Xxxxx Xxxxxxx
--------------------------
Xxxxx Xxxxxxx, Chairman of the Board
Agreed and Accepted:
A NOVO BROADBAND, INC.
By:/s/ Xxxxx Xxxxxx
---------------------------
Xxxxx Xxxxxx, President
A NOVO AMERICAS LLC
By:/s/ Xxxxx Xxxxxx
---------------------------
Xxxxx Xxxxxx, Executive Manager
