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EXHIBIT 4.3.1
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this
"Amendment") dated December 30, 1998, is effective as of November 23, 1998,
between Allied Riser Communications Holdings, Inc., a Delaware corporation (the
"Company"), EGI-ARC Investors, L.L.C., a Delaware limited liability company
("EGI"), Telecom Partners II, L.P., a Delaware limited partnership ("TP"),
Crescendo World Fund, LLC, a Delaware limited liability company ("Crescendo
WF"), Eagle Ventures WF, LLC, a Minnesota limited liability company ("Eagle"),
Crescendo III, L.P., a Delaware limited partnership ("Crescendo III"), Xxxxxxxx
Equity Group, LLC, a California limited liability company ("Xxxxxxxx", and
together with EGI, TP, Crescendo WF, Eagle and Crescendo III, the "Original
Investors"), Norwest Venture Partners VII, L.P., a Minnesota limited partnership
("Norwest") and ANDA Partnership, an Illinois general partnership ("ANDA" and,
together with Norwest, the "New Investors"). Collectively, the Original
Investors and the New Investors are referred to herein as the "Investors."
RECITALS
WHEREAS, the Original Investors are parties to a Registration Rights
Agreement dated as of November 23, 1998 (the "Registration Rights Agreement");
and
WHEREAS, the Company and each of Norwest, ANDA, TP, Crescendo WF, Eagle
and Crescendo III are parties to Series A-1 Preferred Stock and Common Stock
Investment Agreements of even date herewith (the "Investment Agreements"), and
in order to induce Norwest, ANDA, TP, Crescendo WF, Eagle and Crescendo III to
enter into the Investment Agreements, the Company and the Original Investors
have agreed to enter into this Amendment to the Registration Rights Agreement;
and
WHEREAS, under Section 9(e) of the Registration Rights Agreement, the
Registration Rights Agreement may be amended with only the written consent of
the Company and the holders of a majority of the Registrable Securities, as that
term is defined in the Registration Rights Agreement.
In consideration of the mutual agreements, covenants and considerations
contained herein, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms used herein without definition
shall have the meanings given to them in the Registration Rights Agreement.
2. AMENDMENT. The definition of "Investors" set forth in the
Registration Agreement is hereby amended to include the New Investors.
3. ADDITIONAL INVESTORS. Upon the effectiveness of this First Amendment
to the Registration Rights Agreement, the New Investors agree to be bound by all
of the terms and conditions of the Registration Rights Agreement applicable to
Investors, as that term is defined in the Registration Rights Agreement.
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4. NOTICES. All notices set forth in the Registration Rights Agreement
shall remain unchanged, except as follows. Notices to be sent to Telecom
Partners II, L.P. pursuant to the Registration Rights Agreement shall be sent
to:
Telecom Partners, L.P.
0000 X. Xxxxxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000.
Fax: 000-000-0000
Attention: Xxxxx Xxxxxxx
With a copy to:
Holland & Xxxx LLP
000 Xxxxxxxxxxx Xx., Xxxxx 0000
Xxxxxx, XX 00000
Fax: 000-000-0000
Attn: Xxxxxxx X. Xxxxx
Notices to Norwest pursuant to the Registration Rights Agreement shall
be sent to:
Norwest Venture Partners VII, L.P.
00 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000-0000
Fax: 000-000-0000
Attn: Xxxxx Xxxxxxxx
and
Itasca VC Partners VII, L.L.P.
0000 Xxxxx Xxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
Fax: 000-000-0000
Attn: Xxxx X. Xxxxxx
With a copy to:
Xxxxxxx & Xxxxxx, LLP
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Fax: 000-000-0000
Attn: Xxxxxxx X. Slap
Notices to ANDA pursuant to the Registration Rights Agreement shall be
sent to:
ANDA Partnership
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Fax: 000-000-0000
Attn: Xxxx Xxxxxx
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With a copy to:
Xxxxxxxxx & Xxxxxxxxxxx, P.C.
Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Fax: 000-000-0000
Attn: Xxx Xxxxxxxxx
Notices to the Company pursuant to the Registration Rights Agreement
shall be sent to:
Allied Riser Communications Holdings, Inc.
00 X. Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Fax: 000-000-0000
Attn: President
and
Allied Riser Communications Holdings, Inc
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Fax: (000) 000-0000
Attn: Chief Financial Officer
With a copy to:
Xxxxxx & Xxxxxxx, LLP
000 X. Xxxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxxx
EFFECT OF AMENDMENT. Except as amended as set forth above, the
Registration Rights Agreement shall continue in full force and effect.
5. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the undersigned parties have executed this First
Amendment to Registration Rights Agreement as of the date set forth in the first
paragraph hereof.
ALLIED RISER COMMUNICATIONS HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: President
EGI-ARC INVESTORS, L.L.C.
By: GAMI Investments, Inc.
Its: Managing Member
By: /s/ Xxx Xxxxxxxx
-------------------------------------
Name: Xxx Xxxxxxxx
Title:
TELECOM PARTNERS II, L.P.
By: Telecom Management II, L.L.C.,
Its: General Partner
By /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Managing Member
CRESCENDO WORLD FUND, LLC
By: Crescendo Ventures World Fund,
LLC
Its: Managing Member
By: /s/ R. Xxxxx Xxxxxx
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Name: R. Xxxxx Xxxxxx
Title: Managing Partner
EAGLE VENTURES WF, LLC
By: /s/ R. Xxxxx Xxxxxx
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Name: R. Xxxxx Xxxxxx
Title: Managing Partner
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CRESCENDO III, L.P.
By: Crescendo Ventures III, LLC
Its: General Partner
By: /s/ R. Xxxxx Xxxxxx
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Name: R. Xxxxx Xxxxxx
Title: Managing Partner
XXXXXXXX EQUITY GROUP, LLC
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President and Managing Member
NORWEST VENTURE PARTNERS VII L.P.
By: ITASCA VC PARTNERS VII, L.L.P.
Its: General Partner
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: General Partner
ANDA PARTNERSHIP, an Illinois General
Partnership
By: Xxx Only Trust, an Illinois
Trust
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Co-Trustee
By: Xxx and Descendants Trust, an
Illinois Trust
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Co-Trustee
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