Exhibit 10.9
AMENDMENT NO. 1 TO SERIES D CONVERTIBLE
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO SERIES D CONVERTIBLE STOCK PURCHASE AGREEMENT dated
as of April 19, 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"), International Technology Investment LC ("ITI"), LSC, LLC ("LSC") and
Jak Xxxxxxxx ("Xxxxxxxx") (collectively, Americas, UBS Capital, ITI, LSC and
Xxxxxxxx are referred to as the "Purchasers") and IFX CORPORATION, a Delaware
corporation (the "Company").
RECITALS
WHEREAS, Purchasers and the Company are parties to that certain Series D
Convertible Stock Purchase Agreement dated as of February 19, 2002 (the
"Purchase Agreement"); and
WHEREAS, the Company and Purchasers desire to 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 phrase "the date which is 60 days from the date
hereof" and substituting the phrase "May 31, 2002" 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 Xxxx
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Name: Xxxx Xxxx
Title: Principal
By: /s/ Xxxx Xxxxx
----------------------------------
Name: Xxxx Xxxxx
Title: Chief Financial Officer
UBS CAPITAL LLC
By: /s/ Xxxx Xxxx
---------------------------------------
Name: Xxxx Xxxx
Title: Attorney-in-fact
By: /s/ Xxxx Xxxxx
---------------------------------------
Name: Xxxx Xxxxx
Title: Attorney-in-fact
INTERNATIONAL TECHNOLOGY INVESTMENTS, LC
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Xxxxxxx Xxxxxx, Manager
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/s/ Jak Xxxxxxxx
----------------------------------------
Jak Xxxxxxxx
LSC, LLC
By: /s/ Xxx X. Xxxxx
---------------------------------------
Xxx X. Xxxxx
Title: Manager
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