AMENDMENT TO LOAN AGREEMENTS
Exhibit
10.1
AMENDMENT
TO LOAN AGREEMENTS
THIS
AMENDMENT (this “Amendment”) to the
Loan Agreement dated January 27, 2009, the Loan Agreement dated February 15,
2009, the Loan Agreement dated March 4, 2009, the Loan Agreement dated March 31,
2009, the Loan Agreement dated May 4, 2009 and the Loan Agreement
dated May 27, 2009 (collectively, the “Loan Agreements”) by
and among QAT II Investments SA (“Lender”) and Elephant Talk Communication, Inc.
(“Borrower”), is entered into by the parties hereto as of this 29th day of
June, 2009.
RECITALS:
WHEREAS,
pursuant to the Loan Agreements, Lender has loaned to Borrower an aggregate
amount of €3,090,000;
WHEREAS,
each of the Loan Agreements provides that if the principal amount loaned to
Borrower is due and payable on or before June 30, 2009 if the Lender and the
Borrower do not execute an investment agreement on or before such
date;
WHEREAS,
the Lender and the Borrower
NOW,
THEREFORE, in consideration of the premises, the mutual promises contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Article 3 of
each the Loan Agreements is hereby amended by restating Article 3 to read
in its entirety as follows:
Article 3 – Repayment of
Principal.
If the
Lender and the Borrower sign an investment agreement (the “Investment
Agreement”) then the amount of the loan and the interest will then be deducted
from the amount that has to be paid by the Lender pursuant to the investment
agreement.
If no
Investment Agreement between the Lender and the Borrower is executed, the loan
and the interest will be repaid in full to Lender on or before July 15,
2009.
If the
amount of the investment pursuant to the Investment Agreement is less than the
loan made to the Borrower pursuant to this Agreement, the balance of the loan
shall be paid to Lender simultaneously with the execution of the Investment
Agreement.
2. The parties
hereto hereby ratify and reaffirm the Loan Agreements, as amended and modified
by this Second Amendment.
IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first above-written.
The
Lender:
QAT II
Investments S.A.
By: /s/ Yves
van Sante______
Name:
Xxxx xxx Xxxxx
Title:
Chief Executive Officer
The
Borrower
Elephant
Talk Communications, Inc.
Name:
Xxxxxx van der Velden
Title:
Chief Executive Officer