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Exhibit 10.27
January 8, 1999
Globix Corporation
000 Xxxxxxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to the Purchase Agreement between Hanover
Equities, Inc. ("Hanover") and Globix Corporation ("Globix"), dated June 2, 1998
(the "Purchase Agreement"). Hanover entered into the Purchase Agreement as
nominee for Princeton Capital LLC ("Princeton") and all right, title and
interest of Hanover in, to and under the Purchase Agreement has now been
formally assigned to and assumed by Princeton. Hanover has also assigned all of
its right, title and interest in and to BLP Acquisition LLC (the "LLC") to
Princeton.
This is to set forth our agreement and understanding as follows:
1. The parties acknowledge that Princeton owns a .005% interest in
the LLC, that ATC Merger Corp. owns a 94.893% interest in the LLC and BTG
Technology Group, Ltd. owns a 5.102% interest in the LLC.
2. Concurrently herewith Princeton is executing and delivering to
Xxxxxxx Xxxxx Xxxxxxx Xxxxx & Xxxxxx LLP, attorneys for Globix, an undated
Assignment of Limited Liability Company Interest, which shall be held in escrow
by such law firm until the Closing Date (as that term is defined in the Purchase
Agreement), at which time it shall be dated the Closing Date and delivered by
such law firm to Globix.
3. Section 2 of the Purchase Agreement is hereby amended to read in
its entirety as follows:
2. PURCHASE PRICE. The aggregate purchase price for the Interest
shall be the sum of two million six hundred thousand dollars ($2,600,000)
payable at the Closing (as that term is hereinafter defined) by the
execution and delivery by Purchaser of a negotiable promissory note for
two million six hundred thousand dollars ($2,600,000), at an annual
interest rate of seven percent (7%) interest only, payable monthly,
principal payable on November 15, 2005 or such earlier date as Seller
shall demand. On or before January 11, 1999, Purchaser shall deliver to
Seller an irrevocable and unconditional standby letter of credit issued by
a New York City commercial bank, reasonably acceptable to
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Seller to secure payment of the promissory note. The letter of credit
shall provide for an expiration date of November 30, 2005. It is
understood and agreed that, in the event the letter of credit shall be
drawn upon by Seller or the transferee of the letter of credit, the
Closing shall be deemed to have occurred concurrently with such drawing,
with no further action on the part of Seller or such transferee being
required and no further obligation on the part of Purchaser.
4. The following sentence shall be added to Section 10 of the
Purchase Agreement:
In no event shall an assignment by Globix of its right, title and interest
in, to and under this Agreement relieve Globix of its obligations under
this Agreement.
5. Except as expressly set forth herein, the Purchase Agreement
shall continue in full force and effect in accordance with its original terms.
If the foregoing is in accordance with your understanding, kindly so
indicate by signing this letter in the place provided below.
Very truly yours ,
PRINCETON CAPITAL LLC
By Hanover Equities, Inc.,
its member
By /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
HANOVER EQUITIES, INC.
By /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
AGREED:
GLOBIX CORPORATION
By /s/ Xxxx X. Xxxx, President
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(Title)
