AMENDMENT TO
SHAREHOLDERS' AGREEMENT
This Amendment (the "AMENDMENT") is entered into as of December 28,
1999 and amends that certain Shareholders' Agreement (the "AGREEMENT") made
and entered into as of the 2nd day of October, 1998 and amended as of
September 24, 1999 among U.S. RealTel, Inc., an Illinois Corporation, Xxxxx
X. Xxxxxxx, Xxxxxxx Corp., an Illinois Corporation, Xxxxxxx Xxxxxxx, Xxxxxx
Xxxxxxx, the Xxxxxxxx Xxxxxxx Xxxxxxx Foundation, Jordan X. Xxxxxx,
individually and as joint tenant with Xxxxxx X. Xxxxxx, Xxxxx X. Xxxx, Xx &
Co., an Indiana general partnership, the Xxxxxx family trusts identified on
the signature pages hereto, Access Financial Group, Inc., Xxxx X. Xxxxxxx,
Xxxxx Xxxx, Troon & Co. and Brandywine Operating Partnership, L.P.
AGREEMENTS
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Upon issuance of any shares of the Company's common stock to
Brandywine Operating Partnership, L.P. and/or Brandywine Realty
Services Corporation (collectively, "BRANDYWINE") pursuant to the
Securities Purchase Agreement dated December 28, 1999 between the
Company and Brandywine, Brandywine shall be deemed to be and
shall have all of the rights and obligations of a "Shareholder"
pursuant to the Agreement, PROVIDED, HOWEVER, that, neither
Brandywine or any direct or indirect transferee of any securities
of the Company acquired by Brandywine, whether or not pursuant to
the Securities Purchase Agreement (as defined below), shall be
subject to the restrictions contained in Section 3 of the
Agreement.
2. Section 1 of the Agreement shall be amended by replacing the
words "preceding paragraph" in the second paragraph thereof with
the word "foregoing" and by adding the following as a paragraph
in between the first and second paragraphs thereof: "In
addition, pursuant to the Securities Purchase Agreement (the
"SECURITIES PURCHASE AGREEMENT") dated December 28, 1999 between
the Company and Brandywine Operating Partnership, L.P. and
Brandywine Realty Services Corporation (collectively,
"BRANDYWINE"), each Shareholder (on behalf of itself and
transferees as contemplated more fully in Section 6 of the
Agreement) hereby agrees to vote all of his or its Shares, at
each annual or special meeting of the shareholders of the Company
or to execute appropriate consents in lieu of such meetings, in
favor of a Board of Directors comprised of not less than six
members, and in favor of one individual designated by Brandywine
to serve as a director of the Company."
3. In all other respects, the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first set forth above.
U.S. REALTEL. INC.
By: /s/ Xxxxx X. Xxxx
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Its: Chairman
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/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
XXXXXXX CORP.
By: /s/ Xxxxx X. Xxxxxxx
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Its: Chairman
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/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
XXXXXXXX XXXXXXXX XXXXXXX
FOUNDATION
By: /s/ Xxxxx X. Xxxxxxx
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Its: President
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/s/ Jordan X. Xxxxxx
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Jordan X. Xxxxxx, individually and joint
tenant, with Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, as joint tenant with Jordan
X. Xxxxxx
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
2
JO & CO.
By: /s/ Xxxx X. Xxxxxxx
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Its: President
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XXXXXX X. XXXXXX TRUST-
GO XXXXXXXXXX FUND
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, as Trustee
XXXXXX X. XXXXXX TRUST-
XXXXX XXXXXX XX FUND
By: /s/ Xxxx X. Xxxxxxx
------------------------------------------
Xxxx X. Xxxxxxx, as Trustee
XXXXXX X. XXXXXX TRUST-
XXXXXX X. XXXXXX XX. FUND
By: /s/ Xxxx X. Xxxxxxx
------------------------------------------
Xxxx X. Xxxxxxx, as Trustee
XXXXXX X. XXXXXX TRUST-
XXXXX X. XXXXXX FUND
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, as Trustee
ACCESS FINANCIAL GROUP, INC.
By: /s/ Xxxx X. Xxxxx
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Its: President, Capital Markets
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/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
3
/s/ Xxxxx Xxxx
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Xxxxx Xxxx
TROON & CO.
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, Trustee & Partner
BRANDYWINE OPERATING
PARTNERSHIP, L.P.
By: Brandywine Realty Trust, its
general partner
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
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