This SECOND AMENDMENT, dated as of December 5, 2000, but
effective as of October 24, 2000, to a certain Loan Agreement, dated as of
February 29, 2000, as amended on September 27, 2000, (the "Loan Agreement") is
entered into by and among Globaltron Corporation, formerly known as Win-Gate
Equity Group, Inc. (the "Company"), Globaltron Communications Corporation and
GNB Bank (Panama) S.A.
RECITALS
A. Capitalized terms when used herein shall have the meanings
ascribed to them in the Loan Agreement, as amended, 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 second amendment to the Loan Agreement, as herein
provided.
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 Note as follows: "Note" means the promissory
note of the Borrower issued pursuant to Section 2.2 and guaranteed by the
Guarantor, in the form attached as Exhibit 1 hereto and made a part hereof.
2. Section 1.1 of the Loan Agreement is hereby modified in
order to change the definition of Qualified Private Placement as follows:
"Qualifying Private Placement" means a private placement in the amount of not
less than $10,000,000 of Qualifying Shares to Persons.
3. 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.
4. Section 2.7 of the Loan Agreement is replaced in its
entirety and shall read as follows:
"2.7 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, the Loan
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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 Qualifying Private
Placement; or (ii) that number of shares of common stock of the Company 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 2.7(i), 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 shares of 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."
5. Section 4.5 of the Loan Agreement is hereby modified by
replacing the word "perios" in the fourteenth line of such Section with the word
"periods".
6. Section 8.2 of the Loan Agreement is hereby modified by
replacing in the Notices set forth to the Borrower the references made to Mr.
Gary D. Morgan and its fax number with a reference to Mr. Kevin D. Fitzgerald,
Fax Number (305) 371-4686.
7. 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.
8. This Amendment does not constitute a waiver by the Lender
of any of its rights or remedies under the Loan Agreement, as amended.
9. Except as specifically amended above, the Loan Agreement,
as amended, shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first above written.
GLOBALTRON CORPORATION
By: /s/ Kevin P. Fitzgerald, President
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Kevin P. Fitzgerald
GLOBALTRON COMMUNICATIONS CORPORATION
By: /s/ Kevin P. Fitzgerald, President
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Kevin P. Fitzgerald
GNB BANK PANAMA S.A.
By: /s/ Camilo Verastegui, Manager
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Camilo Verastegui
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