EX-10.9 6 dex109.txt AMEND NO. 1 TO D Exhibit 10.9 AMENDMENT NO. 1 TO SERIES D CONVERTIBLE STOCK PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO SERIES D CONVERTIBLE STOCK PURCHASE AGREEMENT dated as of April 19, 2002 (this "Amendment"), is made and entered into by and among UBS CAPITAL AMERICAS III, L.P., a Jersey, Channel Islands limited partnership ("Americas"), UBS CAPITAL LLC, a Delaware limited liability company ("UBS Capital"), International Technology Investment LC ("ITI"), LSC, LLC ("LSC") and Jak Bursztyn ("Bursztyn") (collectively, Americas, UBS Capital, ITI, LSC and Bursztyn are referred to as the "Purchasers") and IFX CORPORATION, a Delaware corporation (the "Company"). RECITALS WHEREAS, Purchasers and the Company are parties to that certain Series D Convertible Stock Purchase Agreement dated as of February 19, 2002 (the "Purchase Agreement"); and WHEREAS, the Company and Purchasers desire to amend the Purchase Agreement as set forth below, which amendment has been approved by the Board of Directors of the Company. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Termination Date. Section 10(b) of the Purchase Agreement is amended by deleting the phrase "the date which is 60 days from the date hereof" and substituting the phrase "May 31, 2002" therefor. 2. Counterparts. This Amendment may be executed in one or more counterparts and all such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. 3. Choice of Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of law provisions thereof. 4. Defined Terms. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. 5. Continuance of Purchase Agreement. Except as provided herein, the terms of the Purchase Agreement shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the first date written above. IFX CORPORATION By: /s/ Joel Eidelstein --------------------------------------- Name: Joel Eidelstein Title: President UBS CAPITAL AMERICAS III, L.P. By: UBS CAPITAL AMERICAS III, LLC By: /s/ Mark Lama ---------------------------------- Name: Mark Lama Title: Principal By: /s/ Marc Unger ---------------------------------- Name: Marc Unger Title: Chief Financial Officer UBS CAPITAL LLC By: /s/ Mark Lama --------------------------------------- Name: Mark Lama Title: Attorney-in-fact By: /s/ Marc Unger --------------------------------------- Name: Marc Unger Title: Attorney-in-fact INTERNATIONAL TECHNOLOGY INVESTMENTS, LC By: /s/ Michael Shalom --------------------------------------- Michael Shalom, Manager -2- /s/ Jak Bursztyn ---------------------------------------- Jak Bursztyn LSC, LLC By: /s/ Lee S. Casty --------------------------------------- Lee S. Casty Title: Manager -3-