CREDIT AGREEMENT $5,500,000 Credit Facility by and among ELANDIA, INC., A Delaware corporation and STANFORD INTERNATIONAL BANK LTD., an Antiguan banking corporation Dated as of October 2, 2007Credit Agreement • October 9th, 2007 • Elandia International Inc. • Telephone communications (no radiotelephone)
THIS CREDIT AGREEMENT (the “Agreement”), dated as of October 2, 2007 (the “Effective Date”), is made by and between ELANDIA, INC., a Delaware corporation (referred to herein as the “Borrower”) and STANFORD INTERNATIONAL LTD., an Antiguan banking corporation (the “Lender”).
October 2, 2007Elandia International Inc. • October 9th, 2007 • Telephone communications (no radiotelephone) • Florida
COLLATERAL ASSIGNMENT AGREEMENTCollateral Assignment Agreement • October 9th, 2007 • Elandia International Inc. • Telephone communications (no radiotelephone) • Florida
THIS COLLATERAL ASSIGNMENT AGREEMENT (the “Assignment”), executed and delivered this 2nd day of October, 2007, by (i) ELANDIA, INC. (the “Assignor”), a Delaware corporation, to and in favor of (ii) STANFORD INTERNATIONAL BANK LTD., an Antiguan banking corporation (the “Assignee”).
BORROWER PLEDGE AND SECURITY AGREEMENTBorrower Pledge and Security Agreement • October 9th, 2007 • Elandia International Inc. • Telephone communications (no radiotelephone) • Florida
For value received and to secure payment and performance of any and all obligations of Borrower to Lender whether direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, and evidenced by the Loan Documents (as defined below), including all costs and expenses incurred by Lender to obtain, preserve, perfect and enforce the security interest granted herein and to maintain, preserve and collect the property subject to the security interest (collectively, “Obligations”), Borrower, who owns 90% of the shares of Desca Corp., a Florida corporation (“Desca Corp”), hereby (a) assigns, grants, transfers, pledges, sets over and conveys unto Lender, and its successors and assigns, all of the Borrower’s right, title and interest in and to its interest in Desca Corp and (b) grants to Lender a continuing security interest in and lien upon the following described property, whether now owned or hereafter acquired, and any additions, replacements, accessions, or substit
ALVARADO PLEDGE AND SECURITY AGREEMENTAlvarado Pledge and Security Agreement • October 9th, 2007 • Elandia International Inc. • Telephone communications (no radiotelephone) • Florida
PREFERRED UNIT PURCHASE AGREEMENTPreferred Unit Purchase Agreement • October 9th, 2007 • Elandia International Inc. • Telephone communications (no radiotelephone) • Florida
THIS PREFERRED UNIT PURCHASE AGREEMENT (“Agreement”) is entered into as of October 2, 2007, by and among Elandia, Inc., a Delaware corporation (“Purchaser”), Bella Durmiente, LLC, a Delaware limited liability company (“Seller”), Desca Holding, LLC, a Delaware limited liability company (the “Company”), and Jorge Enrique Alvarado Amado, an individual (the “Responsible Party”). Purchaser, Seller, the Company and the Responsible Party may hereinafter be referred to individually as a “Party” and collectively as the “Parties.”
