**Exhibit2.4**

 

[CITYNETLETTERHEAD]

 

 

Universal Access GlobalHoldings Inc.

233 South Wacker Drive

Chicago, Illinois 60606

 

 

Ladies and Gentlemen,

 

Reference is made to thatcertain Stock Purchase Agreement (the “Purchase Agreement”), dated as ofApril 7, 2003, between CityNet Telecommunications, Inc. (“CityNet”) andUniversal Access Global Holdings Inc. (“UAXS”).  Capitalized terms used herein without definition shall have themeanings assigned to such terms in the Purchase Agreement.

 

Subject to the terms ofthis Letter Agreement, CityNet and UAXS are proceeding with the Closing of thetransaction contemplated by the Purchase Agreement notwithstanding the failureto be satisfied of certain conditions to Closing set forth in Section 7 ofthe Purchase Agreement.  Such electionis made subject to compliance with, and the waiver of such conditions islimited by, the terms hereof.  ThisLetter Agreement shall not serve to limit the rights of the parties regardingany provisions of the Purchase Agreement, except as explicitly providedhereby.  To the extent necessary toeffect the provisions hereof, this Letter Agreement shall constitute anamendment of specific provisions of the Purchase Agreement, provided that allother provisions thereof shall be unaffected hereby.  Upon any failure by a party to comply with the terms of thisLetter Agreement, any rights of the other party with respect to the provisionsof the Purchase Agreement amended hereby shall be reinstated.

 

The parties acknowledgethat, notwithstanding Section 7.1(c) of the Purchase Agreement, the thirdparty and governmental consents (the “Outstanding Consents”) set forth onSchedule A annexed hereto have not been obtained as of the datehereof.  The parties agree to proceedwith the Closing notwithstanding such failures, provided that the covenants ofthe parties contained in Sections 4.2, 5.2 and 6.1 of the Purchase Agreementshall continue following the Closing with respect to obtaining the OutstandingConsents, until such time as all Outstanding Consents have been obtained or theparties mutually agree to suspend or cease efforts to obtain any specificOutstanding Consents.

 

The parties acknowledgethat, notwithstanding Section 7.2(f) of the Purchase Agreement, as of theClosing, the Board of Directors of UAXS shall be composed of nine members(including one vacant seat), consisting of Anthony P. Dolanski, Carolyn F.Katz, Randall R. Lay, H. Robert Gill, [Insert four CityNet Nominees takingoffice at Closing],

 

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provided that as soon aspracticable following the date hereof, UAXS shall file with the Securities andExchange Commission and distribute to shareholders a Schedule 14f-1, thatincludes all the information required by, and is otherwise in compliance with,the Exchange Act and the rules and regulation thereunder, providing for theappointment of [Insert fifth CityNet Nominee] to fill the vacancy in the Boardof Directors of UAXS and provide that five out of the nine members thereofshall have been designated by CityNet, and provided further, that as soon asallowed by the Exchange Act and the rules and regulations thereunder, [Insertfifth CityNet Nominee] shall be appointed to fill the vacant seat on the UAXSBoard of Directors.

 

The parties acknowledgethat, pursuant to Section 7.2(i) of the Purchase Agreement, theTransferred Employees were anticipated to be employed by UAXS as of theClosing.  The Transferred Employees areset forth on Schedule B annexed hereto. The parties acknowledge that, as of the Closing, certain of suchTransferred Employees may remain employed by CityNet and shall not have beentransferred by CityNet to UAXS.  CityNetand UAXS agree to use reasonable efforts to arrange for the transfer of suchTransferred Employees’ employment from CityNet to UAXS in an expedient manner.  From and after the Closing until such timeas each such Transferred Employee shall be employed by UAXS, CityNet will makethe services of such Transferred Employees available  to UAXS for use as UAXS sees fit (in accordance with the terms ofthe Purchase Agreement and applicable law) and the parties agree that suchTransferred Employees’ primary occupation shall be in the service of UAXS.  During such period, all costs related to theemployment of such Transferred Employees (including, without limitation, anysalary and the cost of all benefits provided to such Transferred Employees byCityNet) shall be borne by UAXS. CityNet shall provide to UAXS statements of such costs and UAXS shallpromptly (and in any event, within thirty (30) days) reimburse CityNet for suchamounts.

 

The parties acknowledgethat, notwithstanding Section 7.2(h) of the Purchase Agreement, the cityrights agreement related to CityNet’s fiber ring in the City of Albuquerque,New Mexico will not need to be amended in connection with theTransactions.  In lieu of such anamendment, at the Closing, CityNet will assign its rights (to the extent suchrights relate to the Albuquerque fiber ring and related assets beingtransferred to UAXS) under the city rights agreement with the City of Albuquerqueto UAXS.  The parties agree to proceedwith the Closing notwithstanding such arrangement, provided that the covenantsof the parties contained in Sections 5.1, 5.2 and 6.1 of the Purchase Agreementshall continue following the Closing with respect to the assignment of suchcity rights agreement.

 

The parties acknowledgethat, notwithstanding Section 7.2(c) of the Purchase Agreement, theofficer’s certificate to be delivered by UAXS will only be signed by its ChiefFinancial Officer and not its President because as of the Closing the office ofPresident is vacant. The parties agree to proceed with the Closingnotwithstanding such arrangement. Furthermore, the parties agree thatSection 7.2(c) shall hereby be amended such that the reference to paragraph“(o)” shall now reference paragraph “(m).”

 

The parties acknowledgethat, notwithstanding Section 7.3(d) of the Purchase Agreement, theparties will not execute a bill of sale in connection with the transfer of the

 

 

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Fiber Ring Assets andinstead will have entered into two (2) separate Assignment and AssumptionAgreements with regard to the Fiber Ring Assets as of the Closing. The partiesagree to proceed with the Closing notwithstanding such arrangement.

 

The parties agree thatCityNet will allow UAXS to utilize a portion of its office space in SilverSpring, Maryland.  Such usage shall beaccomplished in all respects in accordance with the lease (the “Lease”) forsuch office space.  CityNet will invoiceUAXS for all payments required under the lease for a period of one year fromthe Closing Date and, thereafter, for a proportional amount (based on therespective usage of the space by CityNet and UAXS) of all payments requiredunder the Lease and UAXS will make all such payments directly to the party indicatedby CityNet in the manner and time frame specified in the Lease.

 

This Letter Agreement andthe Purchase Agreement, including the Schedules and Exhibits referred totherein and the other writings specifically identified therein or contemplatedthereby including, without limitation, the Company SEC Reports and Draft Form10-K, collectively, are complete, reflect the entire agreement of the partieswith respect to their subject matter, and supersede all previous written ororal negotiations, commitments and writings. No promises, representations, understandings, warranties and agreementshave been made by any of the parties hereto except as referred to herein ortherein or in such other writings; and all inducements to the making of thisLetter Agreement relied upon by either party hereto have been expressed hereinor therein or in such other writings.

 

This Letter Agreementshall only be assignable by CityNet to a corporation or partnershipcontrolling, controlled by or under common control with CityNet upon writtennotice to UAXS.  This Letter Agreementmay not be assigned by UAXS without the prior written consent of CityNet.  This Letter Agreement shall be binding uponand enforceable by, and shall inure to the benefit of, the parties hereto andtheir respective successors and permitted assigns.

 

This Letter Agreementshall be construed under and governed by the internal laws of the state ofDelaware without regard to its conflict of laws provisions.

 

This Letter Agreement maynot be amended or modified except by a writing duly and validly executed byeach party hereto, or in the case of a waiver, the party waiving compliance.

 

For the convenience ofthe parties and to facilitate execution, this Letter Agreement may be executedin two or more counterparts, each of which shall be deemed an original, but allof which shall constitute one and the same document.

 

 

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Please acknowledge youragreement with the foregoing by executing the space indicated below.

 

 
|                                               | CITYNET  TELECOMMUNICATIONS, INC.    |
|----------------------------------------------------|--------------------------------------|
|                                               |                                 |   |
|                                               |                                 |   |
|                                               | By:                                  |     /S/  Emilio Pardo |   |
|                                               | Name:  Emilio Pardo             |
|                                               | Title:  Chief Executive Officer |
|                                               |                                 |   |
| Acknowledged and  Agreed:                          |                                 |   |
|                                               |                                 |   |
|                                               |                                 |   |
| UNIVERSAL ACCESS GLOBAL  HOLDINGS INC.             |                                 |   |
|                                               |                                 |   |
|                                               |                                 |   |
| By:                                                | /S/  Randall R. Lay                  |   |   |   |
| Name: Randall R. Lay                               |                                 |   |
| Title:  President and Chief Executive Officer |                                 |   |
|                                                    |                                      |  |  |  |  |  |  |

 

 

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SCHEDULE A

 

**OUTSTANDING CONSENTS**

 

By UAXS:

New Jersey Board ofPublic Utilities

Virginia StateCorporation Commission, Division of Public Utility Accounting

 

By CityNet:

Burlington & Santa FeRailway

 

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SCHEDULE B

 

**TRANSFERRED EMPLOYEES**

 

Emilio Pardo

Scott Layman

Cyrus Bamji

Marcia Hale

Lee Allentuck

Robin Carey-Pedace

Deb Horn

Robert Monsheimer

Phil Olivetti

Diane Santo Domingo

 

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