Amendment to Registration Rights Agreement among Advanced Radio Telecom Corp. and Investors

Summary

This amendment updates the Registration Rights Agreement originally made on June 1, 1999, between Advanced Radio Telecom Corp. (ART) and various investors. The amendment revises certain sections to clarify the order and allocation of shares in registration events, adds new definitions for related agreements, and makes minor wording changes. All other terms of the original agreement remain unchanged. The amendment is effective once signed by ART and two-thirds of the investors and is governed by New York law.

EX-10.2 3 0003.txt AMENDMENT TO REGISTRATION RIGHTS AGREEMENT EXHIBIT 10.2 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This Amendment (the "Amendment") to the Registration Rights Agreement (the "Agreement") dated as of June 1, 1999 among Advanced Radio Telecom Corp. ("ART") and the purchasers listed on Schedule I thereto is made as of August 23, 2000. Based on the mutual covenants included herein and other consideration, the adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Amendment to Section 3(d). Section 3(d) is hereby amended to read in its ------------------------- entirety as follows: "(i) in the case of a registration initiated by demand pursuant to the BroadStream Agreement, then fourth, the Other Shares requested to be included pursuant to the BroadStream Agreement and, fifth, the Registrable Shares requested to be included pursuant to this Agreement and the Bachow Agreement to be allocated pro rata based on the number of shares of Common Stock (on an as converted basis) held by each party; (ii) in the case of a registration initiated by demand of the holders of Registrable Shares pursuant to this Agreement, then fourth, the Registrable Shares requested to be included pursuant to this Agreement and fifth, the Other Shares requested to be included pursuant to the BroadStream Agreement and the Bachow Agreement; and (iii) if other than a registration initiated as described in the preceding clauses (i) or (ii) then fourth, the Other Shares requested to be include pursuant to the BroadStream Agreement, the Registrable Shares requested to be included pursuant to this Agreement and the Other Shares requested to be included pursuant to the Bachow Agreement, to be allocated pro rata based on the number of shares of Common Stock (on an as converted basis) held by each party; and" 2. Amendment to Section 3(e). Section 3(e) is hereby amended by deleting the ------------------------- word "fifth" and replacing it with the word "next." 3. Amendment to Section 1. Section 1 is amended by adding thereto the ---------------------- following terms and definitions: "Bachow Agreement" shall mean the Asset Purchase Agreement made as of March 28, 2000 among ART and Bachow Communications, Inc. "BroadStream Agreement" shall mean the Registration Rights Agreement to be entered into among ART and the parties listed on Exhibit A thereto pursuant to the Asset Purchase Agreement made as of April 14, 2000 among ART, BroadStream Corporation and the other parties named therein. 4. Except as amended hereby, the Agreement shall remain in full force and effect. Capitalized terms not defined herein are used as defined in the Agreement. This Amendment may be executed in counterparts and by telecopy. Once signed by ART and Two-Thirds in Interest of the Investors, this Amendment will be effective as to all parties to the Agreement. This Amendment will be governed by the internal laws of the state of New York. IN WITNESS WHEREOF, the Company and the Purchasers have caused this Amendment to the Registration Rights Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized. The Company: ADVANCED RADIO TELECOM CORP. By: _________________________ Name: Title: The Purchasers: U.S. TELESOURCE, INC. By: _________________________ Name: Title: OAK INVESTMENT PARTNERS VIII, LIMITED PARTNERSHIP By: Oak Associates VIII, LLC, General Partner ____________________________________ By: Bandel L. Carano, Managing Member OAK VIII AFFILIATE FUND, LIMITED PARTNERSHIP By: Oak VIII Affiliates, LLC, General Partner ____________________________________ By: Bandel L. Carano, Managing Member -2- MERITECH CAPITAL AFFILIATES L.P. By: MeriTech Capital Associates, L.L.C. its General Partner By: MeriTech Management L.L.C. a managing member By: ___________________________________ Paul Madera, a Managing Member MERITECH CAPITAL PARTNERS L.P. By: MeriTech Capital Associates L.L.C. its General Partner By: MeriTech Management L.L.C. a managing member By: ___________________________________ Paul Madera, a Managing Member ACCEL PARTNERS By: _________________________ Name: Title: BRENTWOOD ASSOCIATES IV, L.P. By Brentwood IX Ventures, L.L.C. Its General Partners By: _____________________________ Name: Title: Managing Member -3- BRENTWOOD AFFILIATES FUND III, L.P. By Brentwood IX Ventures, L.L.C. Its General Partner By: _____________________________ Name: Title: Managing Member COLUMBIA CAPITAL ARTT INVESTORS, LLC By: Columbia Capital, L.L.C. Its: Managing Member By: _________________________ Name: James B. Fleming, Jr. Title: Managing Director COLUMBIA CAPITAL ARTT PARTNERS, LLC By: Columbia Capital, L.L.C. Its: Managing Member By: _________________________ Name: James B. Fleming, Jr. Title: Managing Director WORLDVIEW TECHNOLOGY PARTNERS II, L.P. By: Worldview Capital II, L.P., General Partner By: Worldview Equity I, L.L.C., General Partner By: _________________________ Name: James Wei Title: Member -4- WORLDVIEW TECHNOLOGY INTERNATIONAL II, L.P. By: Worldview Capital II, L.P., General Partner By: Worldview Equity I, L.L.C., General Partner By: _________________________ Name: James Wei Title: Member WORLDVIEW STRATEGIC PARTNERS II, L.P. By: Worldview Capital II, L.P., General Partner By: Equity I, L.L.C., General Partner By: _________________________ Name: James Wei Title: Member GLOBAL PRIVATE EQUITY II - EUROPE LIMITED PARTNERSHIP GLOBAL PRIVATE EQUITY II - PGGM LIMITED PARTNERSHIP DIGITAL MEDIA AND COMMUNICATIONS II LIMITED PARTNERSHIP OAKSTONE VENTURES LIMITED PARTNERSHIP ADVENT CROWN FUND II C.V. ADWEST LIMITED PARTNERSHIP By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Andrew Fillat, Senior Vice President* -5- ADVENT GLOBAL GECC LIMITED PARTNERSHIP By: Advent Global Management Limited Partnership, General Partner By: Advent International Limited Partnership, General Partner By: Advent International Corporation, General Partner By: Andrew Fillat, Senior Vice President* ADVENT PARTNERS LIMITED PARTNERSHIP By: Advent International Corporation, General Partner By: Andrew Fillat, Senior Vice President* *For all of the above: _________________________________________ Andrew Fillat, Senior Vice President BESSEMER VENTURE PARTNERS IV L.P. By: Deer IV & Co. LLC, General Partner By: _________________________ Name: Robert H. Buescher Title: Manager BESSEC VENTURES IV L.P. By: Deer IV & Co. LLC, General Partner By: _________________________ Name: Robert H. Buescher Title: Manager COVE VENTURES, LLC By: Cove Road Associates, LLC, Managing Member By: _________________________ Name: Robert Goodman Title: Managing Member -6- ADAMS CAPITAL MANAGEMENT, L.P. By: ACM Capital Partners II, L.P., General Partner By: Joel P. Adams, General Partner By: _________________________ Name: Joel P. Adams Title: General Partner -7-