EXHIBIT 10.2
June 16, 1999
EXTL Investors, LLC
Attn: X. Xxxxxx
Re: Loan and Note Purchase Agreement dated April 9, 1999 between EXTL
Investors LLC and eGlobe Financing Corporation and Executive TeleCard,
Ltd. d/b/a eGlobe, Inc. ("eGlobe") (the "Note Purchase Agreement")
Dear Xx. Xxxxxx:
As you know, eGlobe is proposing to amend its certificate of
incorporation to prohibit stockholders from increasing their percentage
ownership above specified limits other than pursuant to a qualifying tender
offer. The amendment provides for exceptions for transactions approved by
eGlobe's Board of Directors. If an investor increases its percentage ownership
above the specified limits without any exception applying and other than by a
qualifying tender offer, eGlobe has certain redemption rights.
This letter is to confirm eGlobe's agreement, in the event the
amendment is adopted, to promptly seek a formal Board approval for all issuances
to EXTL Investors, LLC upon conversion or exercise of all securities presently
held by it or issuable to it under agreements in effect as of the date hereof
(including all securities issuable under the Note Purchase Agreement and
documents and agreements referred to therein). In addition, eGlobe agrees that
if it exercises any redemption right that may exist under the amendment to
redeem any of the stock held by EXTL Investors, LLC as of the date hereof or
issuable to EXTL Investors, LLC, as described in the prior sentence, such
redemption shall be at the greater of the then fair market value or the price
paid by EXTL Investors for such stock.
This letter shall constitute an amendment to the Note Purchase
Agreement and may be relied upon by EXTL Investors, LLC in proceeding with the
$20 million note purchase and sale thereunder.
Sincerely,
EXECUTIVE TELECARD, LTD.
By: /s/ Xxxxxxxxxxx X. Xxxxx
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Xxxxxxxxxxx X. Xxxxx
President and CEO
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