REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2003 • Fibernet Telecom Group Inc\ • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 10, 2003, by and among FiberNet Telecom Group, Inc., a Delaware corporation (the “Company”), and the purchasers listed on Schedule I hereto (the “Purchasers”).
COMMON STOCK PURCHASE AGREEMENT Dated as of January 10, 2003 by and among FIBERNET TELECOM GROUP, INC. and THE PURCHASERS LISTED ON EXHIBIT ACommon Stock Purchase Agreement • January 13th, 2003 • Fibernet Telecom Group Inc\ • Telephone communications (no radiotelephone) • New York
FORM OF DEBT EXCHANGE AGREEMENTForm of Debt Exchange Agreement • January 13th, 2003 • Fibernet Telecom Group Inc\ • Telephone communications (no radiotelephone) • New York
WHEREAS, pursuant to the Amended and Restated Credit Agreement dated as of February 9, 2001 by and among FiberNet Operations, Inc., Devnet L.L.C., the Purchaser and certain other lenders, FiberNet Operations, Inc. and Devnet L.L.C. owe $ to the Purchaser (the “ Debt”);
SECURITIES ACCOUNT CONTROL AGREEMENTSecurities Account Control Agreement • January 13th, 2003 • Fibernet Telecom Group Inc\ • Telephone communications (no radiotelephone) • New York
This Securities Account Control Agreement, dated as of January 10, 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Control Agreement”), is entered into among FIBERNET TELECOM GROUP, INC., as pledgor (the “Pledgor”), DEUTSCHE BANK AG NEW YORK BRANCH, (the “Pledgee”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as securities intermediary (in such capacity, the “Securities Intermediary”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York.
ContractAgreement, Limited Waiver And • January 13th, 2003 • Fibernet Telecom Group Inc\ • Telephone communications (no radiotelephone) • New York
AGREEMENT, LIMITED WAIVER AND NINTH AMENDMENT, dated as of January 10, 2003 (this “Ninth Amendment”), among FIBERNET OPERATIONS, INC., a Delaware corporation (“FiberNet”), DEVNET L.L.C., a Delaware limited liability company (“Devnet” and, together with FiberNet, the “Borrowers”), and the financial institutions party to the Credit Agreement (as defined below) as lenders (collectively, the “Lenders”), to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 9, 2001 (the “Credit Agreement”), among the Borrowers, the Lenders, DEUTSCHE BANK AG NEW YORK BRANCH (“DBAG”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), TD SECURITIES (USA) INC. (“TD”), as syndication agent for the Lenders (in such capacity, the “Syndication Agent”), and WACHOVIA INVESTORS, INC., as documentation agent for the Lenders (in such capacity, the “Documentation Agent”).
SECURITY AGREEMENTSecurity Agreement • January 13th, 2003 • Fibernet Telecom Group Inc\ • Telephone communications (no radiotelephone) • New York
This SECURITY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is entered into as of January 10, 2003, by FIBERNET TELECOM GROUP, INC., a Delaware corporation (the “Grantor”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as Issuing Bank (the “Grantee”).
ContractFibernet Telecom Group Inc\ • January 13th, 2003 • Telephone communications (no radiotelephone) • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR FIBERNET TELECOM GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.
