FIRST AMENDMENT TO WARRANT AGREEMENT
THIS FIRST AMENDMENT to the WARRANT AGREEMENT dated as of May 5, 1998
(the "Agreement"), is made as of this ___ day of August, 1999, by and between
RHYTHMS NETCONNECTIONS INC., a Delaware corporation (the "Company"), and
STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., as warrant agent
(with any successor Warrant Agent, the "Warrant Agent"). Capitalized terms
used herein which are not defined herein shall have the definitions ascribed
to them in the Agreement.
WHEREAS, the Company has not effected the registration under the
Securities Act of 1933, as amended, of the offer and sale of the Warrant
Shares by the Company to the holders of the Warrants on or prior to the
Exercise Date thereof;
NOW, THEREFOR, in consideration of the promises and covenants contained
herein and other good and valuable consideration the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
Pursuant to Section 2.02(c) of the Agreement, the Company elects to
require that the holders of Warrants effect the exercise of the Warrants solely
pursuant to the Cashless Exercise Option.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.
RHYTHMS NETCONNECTIONS INC.
By:
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Name:
Title:
STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A.,
Warrant Agent
By:
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Name:
Title:
1
