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EXHIBIT 4.10
DIGITAL TELEPORT, INC.
AMENDMENT NO. 1 TO STOCK PLEDGE AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK PLEDGE AGREEMENT (the
"Amendment") dated as of December 18, 1997, is by and between XXXXXXX X.
XXXXXXXXX, an individual ("Xxxxxxxxx"), and KLT TELECOM INC., a Missouri
corporation ("KLT"; together with Xxxxxxxxx, the "Parties").
WITNESSETH:
WHEREAS, Xxxxxxxxx made that certain Stock Pledge Agreement,
dated as of March 12, 1997 (the "Stock Pledge Agreement") in favor of KLT,
whereby Xxxxxxxxx pledged the Pledged Shares (as defined therein) to KLT as
security for certain obligations described therein (the "Secured Obligations");
WHEREAS, Digital Teleport, Inc. ("DTI") is entering into an
Agreement and Plan of Reorganization (the "Merger Agreement"), of even date
herewith, by and among DTI, DTI Holdings, Inc. ("Holdco") and DTI Merger Sub,
Inc. ("Merger Sub"), pursuant to which the Pledged Shares shall be converted
into and become an equal number of shares of common stock, par value $.01 per
share, of Holdco (the "Substituted Shares").
WHEREAS, Xxxxxxxxx desires to amend the Stock Pledge Agreement
to substitute the Substituted Shares for the Pledged Shares as security for the
Secured Obligations as provided herein.
NOW, THEREFORE, the Shareholders, DTI and Holdco agree as
follows:
1. The parties hereby acknowledge and agree that the
Substituted Shares shall be held by KLT in substitution for the Pledged Shares
pursuant to Section 1(e) of the Stock Pledge Agreement as if the Substituted
Shares had been originally pledged thereunder. Xxxxxxxxx shall deliver share
certificates representing the Substituted Shares to KLT immediately upon his
receipt of certificates evidencing the same.
2. The parties hereto agree that wherever the Stock Pledge
Agreement shall reference "the Company" or "DTI", that such reference shall be
hereafter deemed to refer to Holdco, unless the context requires otherwise.
3. Definitions. Any capitalized terms used but not defined
herein shall have the meaning ascribed thereto in the Stock Pledge Agreement.
4. Effect of this Amendment. Except as otherwise specifically
amended herein, the Stock Pledge Agreement, as modified by this Amendment,
remains in full force and effect.
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5. 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.
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IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed and delivered as of the day and year first above written.
/s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
KLT TELECOM INC.
By: /s/ X.X. Xxxxxx
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Xxxxxx X. Xxxxxx
President
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