EXHIBIT 2.4
FIRST AMENDMENT TO
SECURED PROMISSORY NOTE
This First Amendment to Secured Promissory Note (this "FIRST
AMENDMENT"), executed to be effective as of February 22, 2002, is entered into
by and between Point To Point of Louisiana, Inc., a Louisiana corporation (the
"MAKER"), and Nextgen Communications Corporation, a Delaware corporation (the
"LENDER").
WHEREAS, on February 22, 2002, the Maker borrowed $1,000,000 from the
Lender, as evidenced by that certain Secured Promissory Note issued by the Maker
to the Lender, dated February 22, 2002 (the "NOTE"); and
WHEREAS, Lender and Maker desire to amend the Note as set forth herein,
in order to give effect to the parties' original intentions.
NOW THEREFORE, the parties hereto agree as follows:
1. The second, third, and fourth paragraphs of the Note are hereby
deleted in their entirety, and replaced with the following paragraphs:
This Note shall be repaid as follows: (i) a payment
of $65,000, representing interest only, shall be due and
payable on February 22, 2003; (ii) a payment shall be due and
payable on February 22, 2004, consisting of interest accrued
through such date and $100,000 of principal; and (iii) all
remaining principal and accrued interest on the Note shall be
due and payable on February 22, 2005 (the "MATURITY DATE").
If the Maker fails to pay any amount required under
this Note by its due date, (a) all principal and accrued
interest shall immediately become due and payable as of such
date, (b) interest shall thereafter accrue at the lesser of
13% or the highest lawful rate permissible under applicable
law, and (c) the Lender shall be entitled to pursue any and
all remedies to which it is entitled under the Stock Pledge
Agreement (as defined below) and under applicable law.
This Note is secured by a pledge of stock owned by
the Maker, pursuant to that certain Stock Pledge Agreement
between the Maker and the Lender, executed to be effective as
of February 22, 2002 (the "STOCK PLEDGE AGREEMENT").
2. Except as expressly amended hereby, the Note remains in full force
and effect. Capitalized terms that are not defined herein shall have the same
meaning assigned to them in the Note.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed and delivered as of the date first above written.
This First Amendment to Secured Promissory Note may be executed in one
or more identical counterparts, including by facsimile signature, each of which
shall be deemed to be an original and all of which together shall be deemed to
be one instrument.
THE MAKER:
POINT TO POINT OF LOUISIANA, INC.
By:
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Name:
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Title:
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THE LENDER:
NEXTGEN COMMUNICATIONS CORPORATION
By:
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Xxxxx X. Xxxxxxxx
President and Chief Executive Officer
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