EXHIBIT 10.3
Amendment Number One
To
Stock Purchase Agreement
This Amendment Number One (this "Amendment") is made as of
February 28, 2000, between RCN Corporation, a Delaware corporation
(the "Corporation"), and Vulcan Ventures Incorporated, a Washington
corporation ("Buyer"), to the Stock Purchase Agreement between the
Corporation and Buyer dated as of October 1, 1999 (the "Stock Purchase
Agreement"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms as set forth in
the Stock Purchase Agreement.
WHEREAS, the Corporation and Buyer desire to amend certain provisions of
the Stock Purchase Agreement, as set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section 6.05 of the Stock Purchase Agreement is
hereby amended and restated in its entirety as follows:
"Section 6.05. Voting Arrangements. During the Standstill Period,
Buyer shall vote and cause to be voted all Voting Securities
owned by the Buyer (i) for nominees to the Board of Directors of
the Corporation who have been recommended by the Corporation's
Board of Directors and (ii) on all other matters submitted to the
holders of Voting Securities, either in accordance with the
recommendations of the Corporation's Board of Directors or in
proportion to the votes cast by the other holders of Voting
Securities; provided that (A) with respect to any Takeover
Proposal submitted to the vote of the Corporation's stockholders,
Buyer shall be free to vote without restriction all Voting
Securities beneficially owned by it and (B) with respect to any
proposal to approve the issuance of equity securities by the
Corporation (not including a proposal to approve a stock option
or other director or officer compensation plan and not in
connection with a Takeover Proposal) (a "Stock Issuance
Proposal") submitted to the vote of the Corporation's
stockholders, Buyer shall be free to vote without restriction
Voting Securities beneficially owned by it representing up to the
Agreed Percentage (disregarding clause (i) of the proviso in the
definition of such term) of the Total Voting Power. Buyer shall
cause all Voting Securities owned by Buyer to be represented, in
person or by proxy, at all meetings of holders of Voting
Securities of which Buyer has actual notice, so that such Voting
Securities may be counted for the purpose of determining the
presence of a quorum at such meetings. The
Corporation agrees to give Buyer reasonable advance notice of the
record date of any meeting of stockholders (or consent
solicitation) to which a Takeover Proposal or a Stock Issuance
Proposal will be submitted for approval (or in respect of which
consents will be sought) so that Buyer may, subject to the other
provisions of this Agreement, convert shares of Preferred Stock
into Common Stock prior to the applicable record date and vote
such shares of Common Stock at such meeting (or execute such
consent) as permitted hereby. Notwithstanding the foregoing, if
Buyer's covenant to vote and cause to be voted all Voting
Securities owned by the Buyer for nominees to the Board of
Directors who have been recommended by the Corporation's Board of
Directors is unenforceable, then Buyer shall vote and cause to be
voted all Voting Securities owned by Buyer for nominees to the
Board of Directors of the Corporation, at Buyer's election,
either for the nominees to the Board of Directors of the
Corporation who have been recommended by the Corporation's Board
of Directors or in proportion to the votes cast by the other
holders of Voting Securities.
2. Effect on Stock Purchase Agreement. Except to the extent of the
amendment set forth specifically herein, all provisions of the
Stock Purchase Agreement are and shall remain in full force and
effect, and the execution, delivery and performance of this
Amendment shall not operate as a waiver or amendment of any
provision of the Stock Purchase Agreement not specifically
amended herein.
3. Execution in Counterparts; Effectiveness. This Amendment may be
signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and
hereto were upon the same instrument. This Amendment shall become
effective when each party hereto shall have received a
counterpart hereof signed by the other party hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of the
day and year first above written.
RCN CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Financial Officer and
Executive Vice President
VULCAN VENTURES
INCORPORATED
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
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