Exhibit 4.8.1
FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this
"Amendment") dated as of April 20, 2000 (the "Effective Date"), by and among
NETTEL COMMUNICATIONS, INC., a Delaware corporation (the "Company"), XXXXX X.
XXXXXXXX ("Xxxxxxxx"), GOLD & XXXXX TRANSFER, S.A. ("G&A") and XXXXXXXX
COMMUNICATIONS, INC., a Delaware corporation ("Xxxxxxxx," and together with
Kenefick and G&A, the "Existing Stockholders"), those certain persons and
entities listed as a Series B Purchaser on Schedule 1 of this Amendment, (each a
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"Series B Purchaser" and collectively, the "Series B Purchasers") and those
certain persons and entities listed as a Series C Purchaser on Schedule 1 of
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this Amendment (each a "Series C Purchaser," collectively, the "Series C
Purchasers" and together with the Series B Purchasers, the "Purchasers").
WHEREAS, the Company entered into that certain Securities Purchase
Agreement by and among the Company and certain of the Series B Purchasers (the
"Series B Purchase Agreement"), dated as of July 23, 1999 and amended on August
2, 1999, which provided for the issuance of shares of the Company's Series B
Convertible Preferred Stock (the "Series B");
WHEREAS, the Company entered into that certain Registration Rights
Agreement by and among the Company, the Existing Stockholders and the Series B
Purchasers (the "Registration Rights Agreement"), dated as of July 23, 1999 and
amended on August 2, 1999;
WHEREAS, the Company is simultaneously entering into the Securities
Purchase Agreement dated as of the Effective Date by and among the Company and
the Series C Purchasers (as amended from time to time, the "Series C Purchase
Agreement"), which provides for the Company's issuance of shares of the
Company's Series C Convertible Preferred Stock (the "Series C," and together
with the Series B, the "Preferred Stock");
WHEREAS, as an inducement to the Series C Purchasers to enter into the
Series C Purchase Agreement, the Company agreed to provide to the Series C
Purchasers certain registration rights with respect to the Common Stock of the
Company which may be acquired by the conversion of the Preferred Stock subject
to the terms and conditions of the Registration Rights Agreement;
WHEREAS, the parties desire to amend the Registration Rights Agreement
to include the Series C and the Series C Purchasers;
WHEREAS, Section 2.2 of the Registration Rights Agreement provides for
amendments in a writing signed by the Company and the Required Holders; and
WHEREAS, capitalized terms used herein without definition shall have
the meanings given to such terms in the Registration Rights Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the parties hereto agree as follows:
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1. The definitions of the Registration Rights Agreement hereby shall be amended
as follows:
(a) "Preferred Stock" shall have the meaning ascribed to such term in this
Amendment.
(b) "Purchaser" and "Purchasers" shall have the meanings ascribed to such terms
in this Amendment.
2. Schedule I of the Registration Rights Agreement is hereby deleted in its
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entirety and replaced with Schedule I to this Amendment.
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3. Except as otherwise provided in this Amendment, the Registration Rights
Agreement remains unchanged and in full force and effect, and references to the
"Agreement" contained in the Registration Rights Agreement shall for all
purposes be deemed to refer to the Registration Agreement as amended by this
Amendment.
4. The Registration Rights Agreement, as amended herein, constitutes the entire
understanding and agreement among the parties hereto with respect to the subject
matter hereof, and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written,
among the parties hereto except as herein and therein contained.
5. This Amendment may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument, and a facsimile signature shall be deemed and original.
[Signature page follows.]
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IN WITNESS WHEREOF, the undersigned have executed this First Amendment to
Registration Rights Agreement as of the date set forth on the first page hereof.
COMPANY:
NETTEL COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxxx
Title: CEO
EXISTING STOCKHOLDERS:
/s/ Xxxxx X. Xxxxxxxx
_____________________________________
Xxxxx X. Xxxxxxxx
XXXXXXXX COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: SVP, Global Network Svcs.
GOLD & XXXXX TRANSFER, S.A.
By: /s/ Xxxx Xxxxxxxx
--------------------------
Name: Xxxx Xxxxxxxx
Title: Attorney-in-Fact
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SERIES B PURCHASERS:
GOLD & XXXXX TRANSFER, S.A.
By: /s/ Xxxx Xxxxxxxx
--------------------------
Name: Xxxx Xxxxxxxx
Title: Attorney-in-Fact
NORTEL NETWORKS INC.
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Director
ALLIED CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx
--------------------------
Name: Xxxxx X. Xxxxxx
Title: Principal
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SERIES C PURCHASERS:
ALLIED CAPITAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx
--------------------------
Name: Xxxxx X. Xxxxxx
Title: Principal
FOUNDATION FOR THE INTERNATIONAL NON-GOVERNMENTAL
DEVELOPMENT OF SPACE
By: /s/ Xxxx Xxxxxxxx
--------------------------
Name: Xxxx Xxxxxxxx
Title: President
GOLD & XXXXX TRANSFER, S.A.
By: /s/ Xxxx Xxxxxxxx
--------------------------
Name: Xxxx Xxxxxxxx
Title: Attorney-in-Fact
NORTEL NETWORKS INC.
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Director
XXXXXXXX COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxxx Xx.
--------------------------
Name: Xxxxxx X. Xxxxxx Xx.
Title: SVP, Global Network Svcs.
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SCHEDULE 1
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SERIES B PURCHASERS
1. Gold & Xxxxx Transfer, S.A. 0000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxxx Xxxxxxxx, Attorney in Fact
2. Nortel Networks Inc. GSM 991 15 A40
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Attn: Vice President, Customer Finance
3. Allied Capital Corporation 0000 Xxxxxxxxxxxx Xxxxxx, X.X., 0xx Xxxxx
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxx X. Xxxxxx, Principal
Xxxxxx X. Xxxxx, Principal
SERIES C PURCHASERS
1. Gold & Xxxxx Transfer, S.A. 0000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxxx Xxxxxxxx, Attorney in Fact
2. Nortel Networks Inc. GSM 991 15 A40
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
Attn: Vice President, Customer Finance
North America
3. Allied Capital Corporation 0000 Xxxxxxxxxxxx Xxxxxx, X.X., 0xx Xxxxx
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxx X. Xxxxxx, Principal
Xxxxxx X. Xxxxx, Principal
4. Foundation for the c/o: Xxxx Xxxxxxxx
International Non-Governmental 0000 00xx Xxxxxx, X.X.
Development of Space Xxxxxxxxxx, X.X. 00000
5. Xxxxxxxx Communications, Inc. Xxx Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxx, XX 00000
Attn: S. Xxxxxx Xxxxxxxx, Vice President
Xxxx Xxxxxxx, Esq.
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