Exhibit 10.8
AMENDMENT NO. 2 TO SERIES C CONVERTIBLE
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO SERIES C CONVERTIBLE STOCK PURCHASE AGREEMENT dated
as of January 10, 2002 (this "Amendment"), is made and entered into by and among
UBS CAPITAL AMERICAS III, L.P., a Jersey, Channel Islands limited partnership
("Americas"), UBS CAPITAL LLC, a Delaware limited liability company ("UBS
Capital" and together with Americas, the "Purchasers") and IFX CORPORATION, a
Delaware corporation (the "Company").
RECITALS
WHEREAS, Purchasers and the Company are parties to that certain Series C
Convertible Stock Purchase Agreement dated as of October 11, 2001, as amended by
Amendment No. 1 to Series C Convertible Stock Purchase Agreement dated as of
December 10, 2001 (as so amended, the "Purchase Agreement"); and
WHEREAS, the Company and Purchasers desire to further amend the Purchase
Agreement as set forth below, which amendment has been approved by the Board of
Directors of the Company.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Termination Date. Section 10(b) of the Purchase Agreement is amended by
deleting the number "90" and substituting the number "120" therefor.
2. Counterparts. This Amendment may be executed in one or more
counterparts and all such counterparts shall be deemed an original,
shall be construed together and shall constitute one and the same
instrument.
3. Choice of Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York without regard to the
conflicts of law provisions thereof.
4. Defined Terms. Capitalized terms used and not defined herein shall have
the meanings ascribed to such terms in the Purchase Agreement.
5. Continuance of Purchase Agreement. Except as provided herein, the terms
of the Purchase Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the first date written above.
IFX CORPORATION
By: /s/ Xxxx Xxxxxxxxxx
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Name: Xxxx Xxxxxxxxxx
Title: President
UBS CAPITAL AMERICAS III, L.P.
By: UBS CAPITAL AMERICAS III, LLC
By: /s/ Xxxx X. Lama
--------------------------------
Name: Xxxx X. Lama
Title: Principal
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Chief Financial Officer
UBS CAPITAL LLC
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Attorney-in-fact
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: Attorney-in-fact
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