EX-99.F 3 y49191ex99-f.txt AMENDMENT #1 TO THE PURCHASE AGREEMENT 1 EXHIBIT F AMENDMENT NO. 1 TO PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT dated as of May 7, 2001 (this "Amendment") is made and entered into by and among UBS CAPITAL AMERICAS III, L.P., a Delaware limited partnership ("Americas"), UBS CAPITAL LLC, a Delaware limited liability company ("UBS Capital" and together with Americas, the "Purchasers") and IFX CORPORATION, a Delaware corporation (the "Company"). RECITALS WHEREAS, Purchasers and the Company are parties to that certain Stock Purchase Agreement dated as of March 13, 2001 (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 unanimous consent of 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. Amendments. The Schedule of Purchasers attached to the Purchase Agreement is hereby deleted in its entirety and replaced with the Schedule of Purchasers attached hereto as Exhibit A. 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. 2 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 O. Lama ----------------------------- Name: Mark O. Lama Title: Principal By: /s/ Marc A. Unger ---------------------- Name: Marc A. Unger Title: Chief Financial Officer UBS CAPITAL LLC By: /s/ Mark O. Lama --------------------- Name: Mark O. Lama Title: Attorney-in-fact By: /s/ Marc A. Unger ------------------------------------ Name: Marc A. Unger Title: Attorney-in-fact 2 3 EXHIBIT A SCHEDULE OF PURCHASERS IFX CORPORATION SERIES B PREFERRED STOCK PURCHASER NUMBER OF SHARES NUMBER OF SHARES OF OF CLASS I SERIES B CLASS II SERIES B PREFERRED STOCK PREFERRED STOCK UBS Capital Americas III, L.P. 3,794,421 402,928 UBS Capital LLC 199,706 21,207 Exh. A-1