EXHIBIT E
AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT
This AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT, dated August 10, 2001
(the "Amendment No. 1"), is entered into by and among Mode 1 Communications,
Inc. ("M1"), Exelon Enterprises Management, Inc., formerly known as Exelon
Ventures Corp. ("Exelon"), Consolidated Edison Communications, Inc. ("CEC") and
NEON Communications, Inc. (the "Company"). M1, Exelon, and CEC are referred to
in this Amendment No. 1 collectively as the "Stockholders."
WHEREAS, the Stockholders and the Company entered into a Stockholders'
Agreement dated as of September 14, 2000 (the "Stockholders' Agreement")
pursuant to which the Stockholders agreed, among other things, to establish
reciprocal rights of first offer; and
WHEREAS, the parties mutually desire to amend the Stockholders'
Agreement to release M1, CEC and Exelon from the mutual rights and obligations
provided for in Section 8 of the Stockholders' Agreement;
NOW, THEREFORE, in consideration of the foregoing, the Stockholders
and the Company agree as follows:
1. Deletion of Section 8 of the Stockholders' Agreement. Section 8 of
the Stockholders' Agreement is hereby deleted in its entirety.
2. Full Force and Effect. Except for the amendment described herein,
the Stockholders' Agreement shall remain in full force and effect.
3. Successors and Assigns. This Amendment No. 1 shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of
the parties hereto.
4. Counterparts. This Amendment No. 1 may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
5. GOVERNING LAW. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAW OF ANY JURISDICTION.
IN WITNESS WHEREOF, the undersigned have executed, or have caused to
be executed, this Amendment No. 1 on the date first written above.
MODE 1 COMMUNICATIONS, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer of
Northeast Utilities Service
Company as Agent for Mode 1
Communications, Inc.
EXELON ENTERPRISES MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
CONSOLIDATED EDISON COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: President and Chief Executive
Officer
NEON COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chief Executive Officer
SIGNATURE PAGE TO AMENDMENT NO. 1
TO STOCKHOLDERS' AGREEMENT
