Amendment Agreement to Notes between SkyLynx Communications, Inc. and AJW Partners, LLC et al. (March 13, 2006)
SkyLynx Communications, Inc. and several investor entities have agreed to amend the terms of certain notes originally issued in July 2005. The amendment sets the conversion price at 50% and confirms that all other note provisions remain unchanged. In exchange, the investors waive any penalties for late filing of a registration statement and agree that the company is not in default, provided the registration statement is effective by June 7, 2006. Both parties agree to take any further necessary actions to implement this amendment.
SKYLYNX COMMUNICATIONS, INC.
500 John Ringling Boulevard
Sarasota, FL 34236
March 13, 2006
AJW Partners, LLC
New Millennium Capital Partners II, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
1044 Northern Boulevard
Suite 302
Roslyn, New York 11576
| Re: | SkyLynx Communications, Inc. (the "Company") - | |
| Amendment of Notes |
Ladies and Gentlemen:
This letter sets forth the agreement of the parties hereto to amend the conversion price of certain notes originally issued by the Company to the investors listed in the signature pages hereto (collectively, the "Investors"), on July 29, 2005 (the "Notes").
By execution hereof, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that:
| 1. | The Applicable Percentage (as defined in each of the Debt Instruments) shall be 50%. | |
| 2. | The Notes are hereby amended in accordance with the foregoing provision. All other provisions of the Notes, as amended from time to time, shall remain in full force and effect. |
In addition, as consideration for entering into this letter agreement, the Investors agree to waive any and all penalties that are now due and owing to the Investors for their failure to file the registration statement on time. In addition, the Investors agree that the Company is not in Default under the terms of the Notes. Lastly, the Investors agree that there will be no additional penalties or an Event of Default under the Notes, so long as the registration statement is declared effective by June 7, 2006.
The parties shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other parties hereto may reasonable request in order to carry out the intent and accomplish the purposes of this letter agreement, including without limitation the issuance of amended Notes.
Please signify your agreement with the foregoing by signing a copy of this letter where indicated and returning it to the undersigned.
| Sincerely, | |
| SKYLYNX COMMUNICATIONS, INC. | |
| /s/ Gary Brown | |
| Gary Brown | |
| Chief Executive Officer |
ACCEPTED AND AGREED:
AJW PARTNERS, LLC
By: SMS GROUP, LLC
/s/ Corey S. Ribotsky
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
/s/ Corey S. Ribotsky
AJW OFFSHORE, LTD
By: First Street Manager II, LLC
/s/ Corey S. Ribotsky,
AJW QUALIFIED PARTNERS, LLC
By: AJW Manager, LLC
/s/ Corey S. Ribotsky
