EXHIBIT 10.5
AMENDMENT NUMBER 3
TO
6% CONVERTIBLE DEBENTURE
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THIS IS AMENDMENT Number 3 ("this Amendment") that is being executed
and delivered by and between GCA Strategic Investment Fund Limited, a
Bermuda corporation ("GCA") and Rapid Link Incorporated, formerly known as
Dial-Thru International Corporation, a Delaware corporation (the "Company"),
and dated effective as of September 14, 2006 in order to amend that certain
$574,597.22 Principal Amount 6% Convertible Debenture of the Company in
favor of GCA and dated as of January 3, 2004, (the "6% Convertible
Debenture") as amended by Amendment Number 1 dated as of November 8, 2004,
and as further amended by Amendment Number 2 dated as of January 10, 2005,
by which GCA and the Company, in consideration of the mutual promises
contained in the 6% Convertible Debenture and in this Amendment and other
good and valuable consideration (the sufficiency, mutuality and adequacy of
which are hereby acknowledged), hereby agree as follows:
1. Suspension of Quarterly Payments. The quarterly payment set forth in
the first full textual paragraph of the 6% Convertible Debenture (excluding
the legend) is suspended until December 1, 2006. The Company shall resume
the quarterly payments set forth in the aforementioned paragraph until the
Maturity Date, commencing December 1, 2006 (unless such day is not a
Business Day, in which event on the next succeeding Business Day).
2. Amendment to Maturity Date. The second sentence of the first full
textual paragraph f the 6% Convertible Debenture (excluding the legend)
shall be deleted in its entirety and ubstituting in lieu of it the
following:
"The Maturity Date is November 1, 2007."
3. Amendment to S3. S3 of the 6% Convertible Debenture is hereby
amended by eleting it in its entirety and substituting in lieu of it the
following:
3. Pre-payment of Principal. For so long as no Event of Default shall
have ccurred and is continuing, the Company may, at its option,
pre-pay in full the rincipal and accrued interest on this Note at
any time before the Maturity Date at prepayment discount of 20%
up to December 1, 2006. Thereafter the discount hall decrease to
15% up to March 1, 2007; thereafter the discount shall decrease o
10% up to June 1, 2007; thereafter the discount shall decrease to
0% and be of o further effect.
4. Amendment to S4.2. S4.2 of the 6% Convertible Debenture is hereby
amended by dding the following sentence at the end of the paragraph:
Provided, however, that the Conversion Price shall not be less than
$0.10 nor greater than 0.25 during the term hereof.
5. No Other Effect on the 6% Convertible Debenture. Except as amended
by this Amendment, the 6 % Convertible Debenture remains in full force and
effect.
6. Effective Date. This Amendment is effective September 14, 2006.
7. Miscellaneous.
(a) Captions; Certain Definitions. Titles and captions of
or in this Amendment are inserted only as a matter of convenience and for
reference and in no way define, limit, extend or describe the scope of this
Amendment or the intent of any of its provisions. The parties to this
Amendment agree to all definitions in this statement of the parties to this
Amendment. A capitalized term in this Amendment has the same meaning as it
has as a capitalized term in the 6% Convertible Debenture unless the context
clearly indicates to the contrary.
(b) Controlling Law. This Amendment is governed by, and shall be
construed and enforced in accordance with the laws of the State of Delaware
(except the laws of that jurisdiction that would render such choice of laws
ineffective).
(c) Counterparts. This Amendment may be executed in one or more
counterparts (one counterpart reflecting the signatures of all parties),
each of which shall be deemed to be an original, and it shall not be
necessary in making proof of this Amendment or its terms to account for more
than one of such counterparts. This Amendment may be executed by each party
upon a separate copy, and one or more execution pages may be detached from a
copy of this Amendment and attached to another copy in order to form one or
more counterparts.
Signature Page Follows
DULY EXECUTED and delivered by GCA and the Company, as of the effective
date set forth above.
GCA: GCA Strategic Investment Fund Limited
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By: _________________________________
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Director
Company: Rapid Link Incorporated
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By:__________________________________
Name: _______________________________
Title: ______________________________
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