Exhibit 10.6
THIRD AMENDMENT TO
AMENDED AND RESTATED EQUIPMENT LOAN AND SECURITY AGREEMENT
This Third Amendment to Amended and Restated Equipment Loan and Security
Agreement, dated as of July , 1997 (the "Third Amendment"), is among
Econophone, Inc., a New York corporation ("Borrower"), its wholly owned
Subsidiary American Telemedia, Ltd. and NTFC Capital Corporation, a Delaware
corporation ("Lender").
WHEREAS, Borrower and Lender have previously entered into an Equipment Loan
and Security Agreement dated as of May 28, 1996 and amended and restated and
joined in by American Telemedia, Ltd. as of March 27, 1997, and as further
amended by that First Amendment to Amended and Restated Equipment Loan and
Security Agreement dated as of April 24, 1997 and by that Second Amendment to
Amended and Restated Equipment Loan and Security Agreement dated as of June 26,
1997 (as amended and restated, the "Loan Agreement"), pursuant to which Lender
has agreed to loan Borrower and American Telemedia, Ltd. up to Five Million and
00/100 Dollars ($5,000,000), subject to the terms and conditions stated in the
Loan Agreement; and
WHEREAS, Borrower has requested that Lender amend the Loan Agreement to
delete any requirement of a pledge by shareholders of Borrower of securities or
other ownership interests in Borrower as security for Borrower's obligations to
Lender.
NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, the parties hereto agree as follows:
1. Article I: DEFINITIONS is amended as follows:
a. The definition of "ORIGINAL STOCK PLEDGE AGREEMENT" is deleted in its
entirety.
b. The definition of "SECURITY DOCUMENTS" is deleted in its entirety and
the following substituted in its stead:
"SECURITY DOCUMENTS": this Agreement, the Consents, all
financing statements, all documents and instruments executed
and/or delivered by or on behalf of Borrower in favor of Lender
granting and perfecting liens and security interests on NTI
Equipment and related Software to be installed in London,
England, Brussels, Belgium, and Paris, France and any other
documents granting, evidencing, or perfecting any security
interest or Lien with respect to or securing any of the
Obligations.
c. The definition of "STOCK PLEDGE AGREEMENT" is deleted in its entirety
and EXHIBIT G to the Loan Agreement is removed.
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d. The definition of "VOTING INTERESTS" is deleted in its entirety.
2. ARTICLE 2: LOANS is amended by deleting the text of Section 2.04(a)
VOLUNTARY PREPAYMENTS in its entirety and substituting the following in its
place:
(a) VOLUNTARY PREPAYMENTS. No voluntary prepayments under the
Tranche 1 Note or the Tranche 2 Note shall be permitted. Mandatory
Prepayments, excess interest payments under Section 2.02(g) or
prepayments made from insurance proceeds pursuant to Section 6.03 or
with any condemnation proceeds may be made in accordance with and
subject to the terms, conditions and limitations hereof and shall not
be subject to a prepayment premium.
3. ARTICLE 2: LOANS is amended by deleting Section 2.11 STOCK PLEDGE
AGREEMENT in its entirety.
4. Schedule 5.02(c)(v) STOCK PLEDGE AGREEMENT is amended by deleting the
text thereof in its entirety and substituting "[INTENTIONALLY DELETED]" in its
place.
5. ARTICLE 8: NEGATIVE COVENANTS is amended by deleting Section 8.15
ISSUANCE OF ADDITIONAL CAPITAL STOCK in its entirety.
6. MISCELLANEOUS. Lender acknowledges the termination of the Amended and
Restated Stock Pledge Agreements executed by each of Xxxxxx Xxxx, Xxxxx Xxxx and
Xxxx Xxxxx as Owners of Borrower as of March 27, 1997, pursuant to Section 2.11
of the Loan Agreement. Terms not otherwise defined in this Third Amendment have
the meanings ascribed to them in the Loan Agreement. Except to the extent
expressly varied hereby, the remaining terms and conditions of the Loan
Agreement remain in full force and effect. This Third Amendment shall be
governed by and construed in accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties have caused this Third Amendment to be
executed and delivered by its duly authorized officers, all as of the day and
year first above written.
ECONOPHONE, INC.
BORROWER
By:___________________________
Title:________________________
AMERICAN TELEMEDIA, LTD.
By:___________________________
Title:________________________
NTFC CAPITAL CORPORATION
LENDER
By:___________________________
Title:________________________
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