EXHIBIT 10.54
July 16, 2003
Phone1, Inc., Phone1Globalwide, Inc. and
Globaltron Communications Corporation
000 Xxxxx Xxxxxxxx Xxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
We refer to (a) the Loan Agreement (the "Loan Agreement") dated February
17, 2003, 2002, among Phone1, Inc. ("Phone1"), Phone1Globalwide, Inc.
("Global"), Globaltron Communications Corporation ("GCC") and GNB Bank Panama
S.A. ("GNB") and (b) our letter dated April 30, 2003 concerning the subject
matter hereof. Capitalized terms not otherwise defined herein shall have the
meaning ascribed to them in the Loan Agreement (the "April 30 Letter").
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 July 31, 2003, 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 and the April 30
Letter; provided however, that GNB reserves the right to call an earlier
maturity of the Loan under Section 2.8 of the Loan Agreement in the event that
prior to August 31, 2003, neither Phone1, Global nor GCC receives a loan from
any person in an amount of at least US$5,000,000.
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/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Chief Executive Officer
PHONE1GLOBALWIDE, INC.
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Chief Executive Officer
GLOBALTRON COMMUNICATIONS CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
Name: Xxxxx Xxxxxxxxx
Title: Chief Executive Officer
