Exhibit 10.2(a)
INFONET SERVICES CORPORATION
1998 EMPLOYEE STOCK PURCHASE PLAN
AMENDMENT TO
LOAN, SECURITY AND PLEDGE AGREEMENT
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This AMENDMENT TO LOAN, SECURITY AND PLEDGE AGREEMENT (this "Agreement") is
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entered into as of January 1, 2000 (the "Effective Date") by and between
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_____________________, an individual (the "Borrower"), and Infonet Services
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Corporation, a Delaware corporation (the "Company"; the Borrower and the
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Company, collectively, the "Parties").
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R E C I T A L S
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WHEREAS, the Borrower and the Company have previously entered into a Loan
Pledge and Security Agreement (the "Agreement").
WHEREAS, the Borrower and the Company wish to enter into an amendment to
the Agreement to permit the Borrower to transfer some of the Shares pledged
pursuant to the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual promises herein
made, and in consideration of the representations, warranties, and covenants
herein contained, the Parties agree as follows.
1. Section 4 of the Agreement is hereby deleted and replaced in its
entirety by the following:
"1. Pledge of Shares. The Borrower hereby (a) pledges and deposits
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as security with the Company that number of the Shares as the Company may
deem necessary for such security (the "Pledged Shares") and agrees to
deliver to the Company certificates therefor accompanied by stock powers
duly executed in blank by the Borrower and (b) assigns, transfers,
hypothecates, mortgages, charges and sets over to the Company all of the
Borrower's right, title and interest in and to the Pledged Shares (and in
and to the certificates or instructions evidencing such Pledged Shares), to
be held by the Company upon the terms and conditions set forth in this
Agreement. A copy of the form stock power is attached hereto as Exhibit 1.
1.1 Dividends. Until payment in full at maturity of the Loan, all
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dividends and other amounts received by the Company as a result
of the Company's record ownership of the Pledged Shares (if any)
shall be applied to the repayment of the Loan.
1.2 Voting Rights. Until payment in full at maturity of the Loan,
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and as long as the Borrower is not in default in the performance
of any of the terms of this Agreement, the Borrower shall have
the right (if any) to vote the Pledged Shares on all corporate
questions; provided, however, that no vote
shall be cast on any action taken which would violate or be
inconsistent with the terms of this Agreement or which would
have the effect of materially impairing the position or
interests of the Company. The Company shall execute due and
timely proxies in favor of the Borrower to this end.
1.3 Adjustments. In the event that, prior to payment in full at
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maturity of the Loan, any share dividend, reclassification,
readjustment, or other change is declared or made in the capital
structure of the Company, all new, substituted, and additional
Pledged Shares or other securities issued by reason of any change
shall be held by the Company in addition to, or in substitution
for, as the case may be, and in the same manner as the Pledged
Shares.
1.4 Warrants and Rights. In the event that, prior to payment in full
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at maturity of the Loan, subscription warrants or any other
rights or pledges shall be issued in connection with the Pledged
Shares, such warrants, rights, and pledges shall be immediately
assigned by the Company to the Borrower, and if exercised by the
Borrower, all new shares or other securities so acquired by the
Borrower shall be immediately assigned to the Company to be held
in the same manner as the Pledged Shares.
1.5 Repayment of the Loan. On payment in full at maturity of the
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Loan, the Company shall transfer to the Borrower all of the
Pledged Shares and all rights received by the Company as a result
of the Company's record ownership of the Pledged Shares.
1.6 Default. In the event that the Borrower defaults in the
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performance of any of the terms of this Agreement, the Company
shall (a) be entitled to vote all or any part of the Pledged
Shares and otherwise act with respect to the Pledged Shares as if
it were the outright owner thereof (Borrower hereby irrevocably
constituting and appointing Company the proxy and attorney-in-
fact of the Borrower) and (b) have the rights and remedies
provided in the California Commercial Code. In this connection,
the Company may, on five days' written notice to the Borrower,
and without liability for any diminution in price that may have
occurred, sell the Pledged Shares in a commercially reasonable
manner and for such a commercially reasonable price as the
Company may determine. At any bona fide public sale, the
Borrower shall be free to purchase all of any part of the Pledged
Shares. Out of the proceeds of any sale the Company may retain
an amount equal to outstanding balance of the Loan, plus the
amount of the expenses of the sale, and shall pay any balance of
such sale to the Borrower. If the proceeds of the sale are
insufficient to cover the outstanding balance of the Loan plus
expenses of the sale, the Borrower shall remain liable to the
Company for any deficiency, in accordance with the provisions set
forth in Commercial Code Section 9504.
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2. Capitalized terms used but not defined in this Amendment shall have the
meanings assigned to them in the Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first above written.
Infonet Services Corporation
By:____________________________
Name:
Title:
The Borrower
____________________________
Name
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