Exhibit 10.4
November 27, 2002.
Phone1, Inc., Phone1Globalwide, Inc. and
Globaltron Communications Corporation
000 Xxxxx Xxxxxxxx Xxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
We refer to the Loan Agreement (the "Loan Agreement") dated September
30, 2002, among Phone1, Inc. ("Phone1"), Phone1Globalwide, Inc. ("Global"),
Globaltron Communications Corporation ("GCC") and GNB Bank Panama S.A. ("GNB").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to them in the Loan Agreement.
We hereby advise you that we are not exercising our right to call an
earlier maturity of the Loan based upon the failure of Phone1, Global or GCC to
receive prior to November 30, 2002, a loan from any person in an amount of at
least US$5,000,000, as provided in Section 2.8 of the Loan Agreement.
Except as provided herein, this letter agreement shall not have any
effect on any other term or provision of the Loan Agreement, which shall
continue to remain in full force and effect in accordance with its terms.
This letter agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflict of law
principles. In the event of any claim or dispute in respect to the subject
matter hereof or the rights or obligations of the parties hereto, all actions or
proceedings must be exclusively brought in the United States District Court for
the Southern District of New York or if such Court lacks subject matter
jurisdiction, in the Supreme Court of the State of New York, County of New York.
Each party waives the right to object to the exclusive jurisdiction of either of
such Court or the right to object to the venue of such Court or that such Court
is an inconvenient forum. Nothing in this letter agreement shall be deemed to
constitute a general consent to service of process or the in personam
jurisdiction of the United States District Court for the Southern District of
New York, County of New York or the Supreme Court of the State of New York for
legal actions or proceedings not related to the transactions contemplated by
this letter agreement.
This letter agreement is binding upon, and shall inure to the benefit
of the parties hereto and their respective heirs, executors, administrators,
successors and assigns.
If you are in agreement with the terms of this letter agreement, please
so indicate by signing in the space provided below.
Very truly yours,
GNB BANK (PANAMA) S.A.
By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: General Manager
Agreed and acknowledged:
PHONE1, INC.
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Chief Financial Officer
PHONE1GLOBALWIDE, INC.
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Chief Financial Officer
GLOBALTRON COMMUNICATIONS CORPORATION
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Chief Financial Officer
