AMENDMENT NO. 1 TO PROMISSORY NOTE
Exhibit
10.1
AMENDMENT
NO. 1 TO PROMISSORY NOTE
This
Amendment No. 1 to Promissory Note (this “Amendment”)
is
made as of January 3, 2008 to the Promissory Note (the “Note”)
issued
under the Purchase Agreement dated June 29, 2007 (the “Purchase
Agreement”)
by and
between United Systems Access, Inc., doing business as U.S.A. Telephone
(“USA
Telephone”),
and
Mobilepro Corp. (the “Company”)
for a
loan by the Company in the principal amount of $2,000,000. Capitalized terms
not
defined herein shall have the meaning ascribed to them in the Purchase
Agreement.
WHEREAS,
the
Note was due and payable upon the earlier of January 1, 2008 or the Second
Closing; and
WHEREAS,
USA
Telephone has informed the Company that it cannot make the $2,000,000 Note
payment on January 1, 2008 but intends to pay $500,000 no later than January
4,
2008, $500,000 no later than January 11, 2008 and the remaining $1,000,000
on or
before the earlier of March 31, 2008 or the Second Closing; and
WHEREAS,
the
parties to this Agreement desire to amend the Note to allow additional time
for
USA Telephone to pay the principal amount of the Note in full.
NOW
THEREFORE,
in
consideration of the foregoing, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section
1. Amendment
of the Note.
The terms
of the
Note are hereby amended as follows:
USA
Telephone shall pay $2,000,000 as follows: $500,000 no later than January 4,
2008, $500,000 no later than January 11, 2008 and $1,000,000 at the earlier
of
March 31, 2008 or the Second Closing. Interest payments shall be due on the
unpaid principal balance outstanding from time to time on this Note after
January 3, 2008 until paid in full at a rate of 7.75% per annum (computed on
the
basis of the actual number of days elapsed in a 360 day year). If the $500,000
payments due on January 4, 2008 and January 11, 2008, respectively, and the
$1,000,000 payment due the earlier of March 31, 2008 or the Second Closing
are
not paid by such dates, then this Note shall be in default with respect to
such
amounts as are due and owing and the interest rate on the unpaid principal
that
is due and owing shall immediately become 12% per annum. All payments shall
be
in lawful money of the United States in immediately available funds.
Section
2. Effect
of Amendment.
Except
as amended hereby, the Note shall continue in full force and effect and its
terms are incorporated herein by this reference.
Section
3. Governing Law.
This
Amendment shall be governed by and construed under the laws of the State of
Maine.
Section
4. Titles and Subtitles.
The
titles of the sections and subtiles of this Amendment are for convenience of
reference only and are not to be considered in construing this
Amendment.
Section
5. Counterparts.
This
Amendment may be executed in counterparts, each of which shall be deemed an
original, and all of which shall constitute one and the same
instrument.
[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed
as
of the date first set forth above.
MOBILEPRO CORP. | ||
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|
|
By: | /s/ Xxx X. Xxxxxx | |
Name: Xxx X. Xxxxxx |
||
Title: CEO |
UNITED SYSTEMS ACCESS, INC. | ||
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|
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By: | /s/ L. Xxxxxxx Xxxx | |
Name: L. Xxxxxxx Xxxx |
||
Title: Chief Executive Officer |
Signature
Page to Amendment No. 1 to Promissory Note
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