EXHIBIT 10.27.1
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
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This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT ("First Amendment"), is
dated as of April 20, 1999, by and between the following parties:
LENDER: NTFC CAPITAL CORPORATION, a Delaware corporation with offices at
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Lender").
BORROWER: TELSCAPE INTERNATIONAL, INC., a Texas corporation with offices at
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇., ▇▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("Borrower").
CO-BORROWERS: Each Subsidiary of Borrower executing this First Amendment and
each Subsidiary which subsequently becomes a party hereto
pursuant to Section 1(b) of the Loan Agreement.
This First Amendment to Loan and Security Agreement amends that certain Loan and
Security Agreement between the parties dated as of January 11, 1999 (the "Loan
Agreement"). By executing this First Amendment, Lender agrees to make loans to
Borrower and its Co-Borrowers, and Borrower and its Co-Borrowers agree to borrow
from Lender and to provide collateral to secure such loans, all on the terms and
conditions set forth in the Loan Agreement as amended herein.
ARTICLE 1: AMENDMENTS TO LOAN AGREEMENT
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The Loan Agreement is hereby amended as follows:
1.01. Section 1. COMMITMENT TO LEND; is hereby amended to add the
following new subpart (ii) to that section and by renumbering the previous
subpart (ii) as subpart (iii):
"(ii) purchase by such Co-Borrower of DaVinci Network Switch, DaVinci SCP
and DaVinci Service Node Products, and other equipment and related
hardware, software, installation services, and associated software
sublicenses supplied by IEX Corporation, a Nevada corporation ("IEX"),
pursuant to that certain Purchase Agreement between TSCP International,
Inc. ("Co-Borrower") and IEX, dated as of March 2, 1999, as the same may
be amended from time to time, and all purchase orders and invoices issued
pursuant thereto made by and between and such Co-Borrower for
installation, in the United States, Mexico and other Latin American
jurisdictions,"
1.02. Section 5. PREPAYMENT: is hereby amended by deleting
subsection (a) thereof and by substituting therefor the following:
"(a) Beginning thirty (30) calendar days after the date of each Advance
evidenced by a Note, a Co-Borrower may, at its option but subject to the
satisfaction of the requirements of the next sentence, at any time and
from time to time, prepay such Advance, in whole or in part, upon at
least (30) calendar days prior written notice to Lender specifying the
date and amount of prepayment in a minimum amount of $50,000 (unless the
outstanding balance of the Notes is less than $50,000 then the payment
shall be the balance). In the even a prepayment 0s made from the
proceeds of a loan made by another Affiliate of GE Capital Corporation,
no prepayment penalty shall be due. In the event any other prepayment
occurs during the three (3) years after the date of any Advance, Borrower
shall pay a prepayment premium equal to a percentage of the amount being
prepaid as follows: two percent (2%) if the prepayment is made during the
first six (6) months following the date of such Advance; one and one-half
percent (1-1/2%) if the prepayment is made during the following eighteen
months after the date of such Advance; and one percent (1%) if the
prepayment is made during the third year after the date of such Advance.
No prepayment premium shall be due upon any prepayment thereafter."
ARTICLE 2: AFFIRMATIONS
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2.01. Borrower hereby represents and warrants that (a) the
representations and warranties contained in Section 8 of the Loan Agreement are
true and correct on and as of the date hereof as though made on and as of the
date hereof, and (b) on the date hereof no Default or Event of Default has
occurred and is continuing or exists or will occur or exist after giving effect
to this First Amendment. The parties agree that the financial covenants of
Borrower will be measured using results beginning as of the second quarter of
1999.
ARTICLE 3: MISCELLANEOUS
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3.01 Except as amended as provided above, the Loan Agreement shall
remain in full force and effect, and the Loan Agreement, as amended, is hereby
ratified by Borrower, its Co-Borrower and Lender.
3.02 Borrower and its Co-Borrowers represent and warrant that the
execution and terms of this First Amendment have been duly authorized by all
necessary and appropriate corporate action.
3.03 All capitalized terms used herein shall, unless otherwise
specifically defined herein, have the meanings assigned to such terms in the
Loan Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment to Loan and Security Agreement as of the day and year first above
written.
LENDER: BORROWER:
NTFC CAPITAL CORPORATION TELSCAPE INTERNATIONAL, INC.
BY: By: \s\ ▇▇▇▇ ▇. ▇▇▇▇▇
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TITLE: TITLE: President
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CO-BORROWERS:
TELSCAPE USA, INC. VEXTRO DE MEXICO, SA DE CV
BY: \s\ ▇▇▇▇ ▇. ▇▇▇▇▇ By: \s\ ▇▇▇▇▇▇ ▇▇▇▇▇
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TITLE: EVP TITLE: President
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TSCP INTERNATIONAL, INC. LAN AND WAN, SA DE CV
BY: \s\ ▇▇▇▇ ▇. ▇▇▇▇▇ By: \s\ ▇▇▇▇▇▇ ▇▇▇▇▇
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TITLE: EVP TITLE: President
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MSN COMMUNICATIONS, INC. TELEREUNION, SA DE CV
BY: \s\ ▇▇▇▇ ▇. ▇▇▇▇▇ By: \s\ ▇▇▇▇▇▇ ▇▇▇▇▇
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TITLE: EVP TITLE: President
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TELSCAPE DE MEXICO MS NOTICIAS, SA DE CV
SA DE CV
BY: \s\ ▇▇▇▇▇▇ ▇▇▇▇▇ By: \s\ ▇▇▇▇▇▇ ▇▇▇▇▇
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TITLE: President TITLE: President
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N.S.I., SA DE CV SERVICIOS CORPORATIVOS VEXTRO, SA
DE CV
BY: \s\ ▇▇▇▇▇▇ ▇▇▇▇▇ By: \s\ ▇▇▇▇▇▇ ▇▇▇▇▇
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TITLE: President
TITLE: Vice President
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TELEREUNION INTERNATIONAL,
SA DE CV
BY: \s\ ▇▇▇▇▇▇ ▇▇▇▇▇
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TITLE: President
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