Amendment to Stockholders Agreement between FiberNet Telecom Group, Inc. and Signal Capital Partners, L.P.

Summary

This amendment, dated June 30, 1999, is between FiberNet Telecom Group, Inc. and Signal Capital Partners, L.P., the majority holder among the purchasers. It modifies the Stockholders Agreement originally dated May 7, 1999. The amendment allows the company to issue common stock or other equity securities as part of strategic arrangements, such as alliances or acquisitions, with approval from the Board of Directors. The agreement is governed by New York law and is binding on successors and assigns.

EX-4.6 2 0002.txt AMENDMENT TO STKHLD AGREEMENT Exhibit 4.6 AMENDMENT ("Amendment") dated as of June 30, 1999 between FIBERNET TELECOM GROUP, INC. ("Company") and SIGNAL CAPITAL PARTNERS, L.P., as the Majority in Interest of the Purchasers ("Signal") (each term as defined herein), to the Stockholders Agreement dated as of May 7, 1999 ("Stockholders Agreement") by and among the Company and the Stockholders (as defined in the Stockholders Agreement) listed therein ("Stockholders"). WHEREAS, pursuant to Section 17 of the Stockholders Agreement, the Company and Signal, as the Majority in Interest, have the right to modify the Stockholders Agreement; WHEREAS, the Company and Signal, as the Majority in Interest, wish to amend the Stockholders Agreement; NOW, THEREFORE, the parties agree as follows: Section 1. Definitions. Capitalized terms used and nor otherwise defined ----------- herein shall have the meanings ascribed to such terms in the Stockholders Agreement. Section 2. Agreement to Amend. Pursuant to Section 17 of the Stockholders ------------------ Agreement, the Company and Signal hereby agree to amend the Stockholders Agreement as provided herein. Section 3. Amendment. Section 7(f) shall be amended to add the following --------- provision after Section 7(f)(iv) as follows: "(v) Common Stock or other equity securities or instruments exercisable for or convertible into equity securities issued as part of a strategic arrangement or alliance by the Company or its Subsidiaries to building licensors or landlords, carriers, joint venture partners, vendors, lessors or lenders, and securities or instruments issued in connection with acquisitions, as each such transaction is approved by the Board of Directors of the Company." Section 4. Governing Law. This Amendment shall be governed by and construed ------------- in accordance with the laws of the State of New York (without regard to principles of conflicts of laws). Section 5. Successors and Assigns. This Amendment shall bind and inure to ---------------------- the benefit of the parties and their respective successors and assigns, transferees, legal representatives and heirs. Section 6. Headings. The headings of this Amendment have been inserted for -------- convenience of reference only and shall not be deemed to be a part of this Amendment. Section 7. Entire Agreement. This Amendment and the other writings referred ---------------- to herein or delivered pursuant hereto contain the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings with respect thereto. Section 8. Counterparts. This Amendment may be executed in any number of ------------ counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above. FIBERNET TELECOM GROUP, INC. By: /S/ Michael S. Liss ------------------- Name: Michael S. Liss Title: President SIGNAL CAPITAL PARTNERS, L.P. By: Signal Capital Advisors, L.P. Its: General Partner By: Signal Capital Advisors, Inc. Its: General Partner By: /S/ Timothy Bradley ------------------- Name: Timothy Bradley Title: President