Agreement to Extend Term of Amended and Restated Put Agreement between IFX Corporation and UBS Capital Entities

Summary

This agreement, dated February 19, 2003, is between IFX Corporation and UBS Capital Americas III, L.P. and UBS Capital LLC. It extends the expiration date of their existing Amended and Restated Put Agreement to August 19, 2003. Under this extension, UBS retains the right to require IFX to purchase all or part of its Tutopia Shares at a set price until the new expiration date. All other terms of the original agreement remain unchanged.

EX-10.3 5 dex103.htm AGREEMENT TO EXTENT TERM OF PUT AGREEMENT AGREEMENT TO EXTENT TERM OF PUT AGREEMENT

 

Exhibit 10.3

 

Execution Version

 

AGREEMENT TO EXTEND TERM OF THE AMENDED AND RESTATED PUT AGREEMENT

 

This AGREEMENT TO EXTEND TERM OF THE AMENDED AND RESTATED PUT AGREEMENT, dated as of February 19, 2003, is by and among IFX CORPORATION, a Delaware corporation (the “Company”), UBS CAPITAL AMERICAS III, L.P., a Delaware limited partnership (“UBS LP”), and UBS CAPITAL LLC, a Delaware limited liability company (collectively with UBS LP and their respective successors and assigns, “UBS”).

 

Whereas the Company and UBS are parties to that certain Amended And Restated Put Agreement dated as of August 15, 2002 (the “Put Agreement”); and

 

Whereas the Company and UBS desire to extend the term of the Put Agreement until August 19, 2003.

 

NOW THEREFORE, it is agreed as follows:

 

1.  Defined Terms.    Except as otherwise defined herein, capitalized terms shall have the meaning set forth in the Put Agreement.

 

2.  Expiration Date.    Section 2(a) of the Put Agreement is hereby amended to read as follows: “From and after the date hereof until August 19, 2003 (the “Expiration Date”), UBS shall have the right from time to time, upon written notice thereof, specifying the Tutopia Shares to be put (the “UBS Put Notice”), to put to the Company all or any portion of its Tutopia Shares (the “Put Option”) at a price per share equal to the Exchange Ratio.”

 

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IN WITNESS WHEREOF, the parties have executed this AGREEMENT TO EXTEND TERM OF THE AMENDED AND RESTATED PUT AGREEMENT as of the date set forth in the first paragraph hereof.

 

IFX CORPORATION

By:

 

/s/ MICHAEL SHALOM


   

Name: Michael Shalom

Title: Chief Executive Officer

 

USB CAPITAL AMERICAS III, L.P.

By: USB Capital Americal III, LLC

By:

 

/s/ GEORGE A. DUARTE        


   

Name: George A. Duarte

Title: Partner

 

 

By:

 

/s/ MARC UNGER      


   

Name: Marc Unger

Title: Chief Financial Officer

 

USB CAPITAL LLC

By:

 

/s/ GEORGE A. DUARTE        


   

Name: George A. Duarte

Title: Partner

 

 

By:

 

/s/ MARC UNGER        


   

Name: Marc Unger

Title: Chief Financial Officer

 

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