Exhibit 10.7.2
AMENDMENT NO. 2
TO
CAPACITY PURCHASE AGREEMENT
This Amendment No. 2, effective April 20, 2000 (the "Effective Date"),
amends the Capacity Purchase Agreement ("Agreement") dated June 28, 1999 and
amended September 1, 1999, by and between Xxxxxxxx Network, a division of
Xxxxxxxx Communications, Inc., a Delaware corporation, ("Xxxxxxxx") and NET-tel
Corporation, a Florida corporation ("NET-tel").
NET-tel Communications, a Delaware corporation ("Parent"), the parent
company of NET-tel, has entered into a Securities Purchase Agreement, of even
date herewith ("Series C Securities Purchase Agreement"), with Xxxxxxxx and
certain other investors. This Amendment No. 2 is being executed and delivered at
the closing of the transactions contemplated by the Securities Purchase
Agreement. On the Effective Date, concurrently with the execution and delivery
of this Amendment No. 2, and in consideration of the receipt of the Credits (as
defined below) Parent is issuing 227,015 shares of its Series C Convertible
Preferred Stock, par value $.0001 per share, (the "Series C Stock") to Xxxxxxxx.
This Amendment is made for the purpose of documenting the Agreement with
respect to certain of the Installment Payments. Except for the modifications to
Paragraph 3.2 below, the terms and conditions of the Agreement shall remain in
effect. Paragraph 3.2 of the Agreement is amended to add the following
paragraph at the end:
"As full payment of the purchase price for receipt of the Series C Stock,
NET-tel has received a credit in the amount of $2,000,002.15 (the "Credit") to
be applied to the Purchase Price. The Credit shall be applied, in accordance
with this Section, to the monthly installment payments (each in an amount of
$350,399) immediately following the date of this Credit and due on May 2, 2000,
June 2, 2000, July 2, 2000, August 2, 2000 and September 2, 2000, and the
balance of the Credit shall be applied to the first $248,007.15 of the
installment payment, due on October 2, 2000."
All capitalized terms used herein and not defined herein shall have the
meanings given them in the Agreement.
[Signature page follows.]
NET-tel Corporation XXXXXXXX NETWORK, a division of
XXXXXXXX COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxxx
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Title: Sr. Vice President Title: Sr. Vice President
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Global Networks Svc.
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Date: April 20, 2000 Date: April 20, 2000
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