This AMENDMENT, dated as of December 5th, 2000, but effective
as of October 24, 2000, to a certain Loan Agreement, dated as of September 27,
2000, (the "Loan Agreement") by and among Globaltron Corporation, formerly known
as Win-Gate Equity Group, Inc.(the "Company"), Globaltron Communications
Corporation, Gary D. Morgan as Guarantor (the "Guarantor") and Colpafinsa S.A.
RECITALS
A. Capitalized terms when used herein shall have the meanings
ascribed to them in the Loan Agreement, as amended hereby, unless the text
hereof specifically provides to the contrary.
B. Another creditor of the Borrower (who was subordinate in
right of payment to the Lender, has requested to be in a pari-passu position
with it) has requested to received a significantly higher interest rate on the
obligation owed to the Lender and has received security from a third party for
obligations owing to it by the Borrower, which security was previously pledged
to the Lender.
C. As an inducement to the Lender to consent to such
arrangements with the creditor, as provided in the preceding recital, the
parties wish to made a first amendment to the Loan Agreement, as herein
provided.
D. Guarantor is being concurrently released by the Borrower
from all obligations under the Loan Agreement and therefor Guarantor is not a
party hereto.
NOW, THEREFORE, in consideration of the premises and the
agreements set forth herein, and for good and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Section 1.1 of the Loan Agreement is hereby modified in
order to change the definition of Qualified Private Placement as follows:
"Qualified Private Placement" means a private placement in the amount of not
less than $10,000,000 of Qualifying Shares to Persons.
2. Section 1.1 of the Loan Agreement is hereby modified in
order to incorporate within such section a definition of Notice of Conversion
which shall read as follows: "Notice of Conversion" shall mean the notice by
which the Lender notifies the Borrower about its intention to exercise its
conversion rights.
3. Article 2 of the Loan Agreement is amended in order to add
a new Section 2.9 and shall read as follows:
"2.9 Conversion. By notice in writing, the Lender may elect,
either prior to the Maturity Date or after the Maturity Date, if the Loan and
the Note have not been fully paid,
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the Loan and the Note shall convert in whole
or in part, as elected by the Lender, into (i) that number
of Qualifying Shares, if there has been a Qualified Private Placement; or (ii)
that number of shares of common stock of the Borrower equal to the principal and
interest accrued thereon under the Note, as elected by the Lender to be
converted, divided by the lower of:
(a) the price of any Qualifying Shares issued by the Borrower
in a Qualified Private Placement, if any; or
(b) the average closing price of the shares of common stock of
the Borrower during twenty (20) consecutive trading days prior to the Notice of
Conversion;
In the event of a conversion under Section 2.9(i) of this Loan
Agreement, the Lender shall enter into all agreements and other documents
generally applicable to purchasers of Qualifying Shares in the Qualified Private
Placement. Upon issuance and delivery of the Qualifying Shares or common stock
of the Company, as is applicable pursuant to subparagraphs (i) and (ii) above,
to the Lender or its designee (if the entirety of the Note and interest thereon
is converted), to return the Note (only if the entirety of the Note has been
converted) to the Borrower for cancellation on the date of conversion of the
Loan and the Note."
4. Section 2.8 of the Loan Agreement is hereby replaced in its
entirety and shall read as follows: "2.8 Repayment. The Loan and the Interest
shall be paid in full on the Repayment Date which shall occur on the earliest of
(i) six months from the date hereof; or (ii) the Borrower receives gross
proceeds of US$10,000,000 from a Qualified Private Placement".
5. Section 4.2 of the Loan Agreement is hereby modified by
replacing the word "Filing" with the word "Filings". Section 4.7 of the Loan
Agreement is also hereby modified by replacing the word "filings" with the word
"Filings".
6. Section 4.5 of the Loan Agreement is hereby modified by
replacing the word "Report" in the sixth line of such Section with the word
"Reports".
7. Section 8.1 of the Loan Agreement is hereby modified by
replacing the Notices set forth thereon as follows: (a) in the Notice to the
Borrower, the references made to Mr. Gary D. Morgan, its fax number and the
address of Win-Gate Equity Group Inc. shall be replaced by a reference to Mr.
Kevin D. Fitzgerald, Fax Number (305) 371-4686 and 100 North Biscayne Blvd.,
Suite 2500, Miami, Florida, 33132; (b) in the Notice to Win-Gate Equity Group
Inc as the Borrower and Globaltron Communications Corporation as one of the
Guarantors, a copy of such Notices shall also be delivered to Mr. David W. Sloan
to the fax numbers provided; and (c) in the Notice to Mr. Gary D. Morgan as one
of the Guarantors shall be deleted in its entirety.
8. In the event that $10,000,000 in equity is invested into
the Borrower, the Borrower shall have a mandatory obligation to prepay the
outstanding balance of the Note, together with accrued interest.
9. This Amendment does not constitute a waiver by the Lender
of any of its rights or remedies under the Loan Agreement, as amended.
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10. Except as specifically amended above, the Loan Agreement,
as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
GLOBALTRON CORPORATION
By: /s/ Kevin P. Fitzgerald, Chief Executive Officer
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GLOBALTRON COMMUNICATIONS CORPORATION
By: /s/ Kevin P. Fitzgerald, Chief Executive Officer
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Kevin P. Fitzgerald
COLPAFINSA S.A.
By: /s/ Magda Rodriguez, authorized signature
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Magda Rodriguez
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