EXHIBIT 10.7
AMENDED AND RESTATED NOTE
THIS AMENDED AND RESTATED NOTE ("NOTE") HAS NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT TO
THE TERMS AND CONDITIONS OF THE NOTE PURCHASE AGREEMENT (AS SUCH TERM IS DEFINED
BELOW) AND ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT
CERTAIN SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT (THE "INTERCREDITOR
AGREEMENT") DATED AS OF APRIL 30, 2012 AMONG SILICON VALLEY BANK, AS SENIOR
LENDER, THE SUBORDINATED CREDITORS PARTY THERETO, AND BIA DIGITAL PARTNERS SBIC
II LP, AS AGENT FOR THE SUBORDINATED CREDITORS, AND ACKNOWLEDGED BY THE BORROWER
(AS SUCH TERM IS DEFINED BELOW) AS THE SAME
MAY BE AMENDED, SUPPLEMENTED OR
OTHERWISE MODIFIED FROM TIME TO TIME AS PERMITTED UNDER THE INTERCREDITOR
AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF,
IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.
$8,500,000
April 30, 2012
FOR VALUE RECEIVED, intending to be legally bound hereby, GLOBAL TELECOM &
TECHNOLOGY, INC., a Delaware corporation ("GTTI"), GLOBAL TELECOM & TECHNOLOGY
AMERICAS, INC., a Virginia corporation ("GTTA"), WBS CONNECT, LLC, a Colorado
limited liability company ("WBS"), PACKETEXCHANGE, INC., a Delaware corporation
("PEI"), PACKETEXCHANGE (USA), INC., a Delaware corporation ("PEIUSA") and
NLAYER COMMUNICATIONS, INC., an Illinois corporation ("nLayer" and together with
GTTI, GTTA, WBS, PEI and PEIUSA, individually and collectively, jointly and
severally, the "Borrower"), hereby promise to pay to the order of BIA DIGITAL
PARTNERS SBIC II LP, a Delaware limited partnership or its registered assigns
(the "Purchaser") at the office of the Purchaser initially located at 15120
Enterprise Court, Chantilly, VA 20151 (or such other address as the Purchaser
may specify in writing to Borrower), the principal sum of EIGHT MILLION FIVE
HUNDRED THOUSAND DOLLARS ($8,500,000), or such lesser amount as shall equal the
aggregate unpaid principal amount of this Note, on the dates specified in the
Note Purchase Agreement and to pay interest on such principal amount on the
dates and at the rates (including, if applicable, the Default Rate) specified in
the Note Purchase Agreement.
All payments due to the Purchaser under this Note
shall be made at the place, in the type of money and funds and in the manner
specified in the Note Purchase Agreement.
As used in this Note, "Note Purchase Agreement" shall mean the Amended and
Restated Note Purchase Agreement dated as of the date hereof, among Borrower,
the other Note Parties signatory thereto, the financial institutions identified
therein as Purchasers and BIA Digital Partners