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EXHIBIT 10.5.1
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Name of Subscriber
AMENDMENT NO. 1 TO
SUBSCRIPTION AGREEMENT
RCH Holdings, Inc.
000 X. Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxxxx
Gentlemen:
WHEREAS, the undersigned (the "Subscriber") is a party to that certain
Subscription Agreement (the "Subscription Agreement") attached hereto as ANNEX
A, pursuant to which Subscriber has agreed to purchase that number of shares of
common stock, no par value per share, of RCH Holdings, Inc., a Texas corporation
(the "Company"), all as set forth in the Subscription Agreement; and
WHEREAS, the Company and Subscriber desire to amend certain terms of
the Subscription Agreement as provided herein.
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
herein made and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and Subscriber hereby
agree to amend the Subscription Agreement as provided herein. All capitalized
terms not otherwise defined herein, shall have the meaning given such terms in
the Subscription Agreement.
1. AMENDMENTS.
a. Section 5(b)(iii) of the Subscription Agreement is
hereby deleted in its entirety.
b. Section 1(e) of EXHIBIT B to the Subscription
Agreement is hereby amended in its entirety to read
as follows:
"(e) FURTHER ASSURANCES. The Employee
Subscriber shall lend such assistance as may
be reasonably requested by the Company
without charge, in connection with any
proceedings relating to such letters of
patent, trade secrets, copyright or
application thereof, as may be determined by
the Company to be reasonably necessary. In
such case, the Company will reimburse
expenses which the Employee Subscriber may
reasonably incur in assisting the Company or
any of its affiliates to obtain, assert,
defend and protect such letters of patent,
trade secrets, copyright or other
protection."
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c. If applicable, the last 20 words of Section 4 of
EXHIBIT B to the Subscription Agreement, regarding
restrictions on competition, are deleted in their
entirety and replaced with the following:
"facilities-based intra-building provider of
enhanced telecommunications services,
without the prior written consent of the
Company, which consent may be granted or
withheld at the Company's sole discretion."
2. MISCELLANEOUS.
a. REAFFIRMATION. Except as expressly modified hereby,
Subscriber hereby reaffirms each and every provision
set forth in the Subscription Agreement and, except
as modified hereby, Subscriber acknowledges and
agrees that each provision and obligation therein
continues in full force and effect. References to the
"Agreement" in the Subscription Agreement shall
hereinafter be deemed to mean such agreement as
amended by this Amendment No. 1 to the Subscription
Agreement (the "Amendment")
b. ADDITIONAL PROVISIONS. Sections 11 through 18,
inclusive, of the Subscription Agreement are hereby
incorporated by reference into this Amendment,
mutatis mutandis.
c. COUNTERPARTS. This Amendment may be executed in one
or more counterparts, each of which shall be deemed
an original but both of which together will
constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURE PAGE
EXECUTED this day of November, 1998 at
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Subscriber's Address:
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--------------------- (Signature of Subscriber)
--------------------- --------------------------------------
(Printed Name of Subscriber)
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Social Security Number:
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Subscriber's Spouse's Address:
(If different from Subscriber's
Address)
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(Signature of Subscriber's Spouse)
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(Printed Name of Subscriber's Spouse)
--------------------- Social Security Number of
Subscriber's Spouse:
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Approved and Accepted as of
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RCH HOLDINGS, INC.
By:
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Xxxx X. Xxxxxxx, Chief Financial Officer
ALLIED RISER COMMUNICATIONS HOLDINGS, INC.
By:
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Xxxx X. Xxxxxxx, Chief Financial Officer
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