Amendment No. 1 to Securities Purchase Agreement between Net2000 Communications, Inc. and Multiple Buyers (April 2, 2001)

Summary

This amendment updates the Securities Purchase Agreement originally signed on March 27, 2001, between Net2000 Communications, Inc. and several buyers, including Boston Ventures LP VI, Nortel Networks Inc., and others. The main change is the extension of the agreement's closing date to April 16, 2001, subject to certain conditions. All other terms of the original agreement remain in effect, and the amendment confirms that the agreement, as modified, continues to be binding on all parties.

EX-10.1.1 5 w47472ex10-1_1.txt SECURITIES PURCHASE AGREEMENT AMENDMENT NO. 1 1 EXHIBIT 10.1.1 AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT DATED MARCH 27, 2001 THIS AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT, dated as of April 2, 2001 (the "Amendment"), by and between Net2000 Communications, Inc. (the "Company") and Boston Ventures LP VI, Nortel Networks Inc., BancBoston Capital Inc., Carlyle U.S. Venture Partners, L.P., Carlyle Venture Coinvestment, L.L.C., Carlyle Venture Partners, L.P., C/S Venture Investors, L.P., PNC Capital Corp., Wood Street Partners I (the "Buyers"), amends the Securities Purchase Agreement, dated as of March 27, 2001 (the "Agreement"), by and between the Company and the Buyers. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Agreement. WHEREAS, the Company and the Buyers have previously entered into the Agreement, and now the Company and the Buyers desire to amend certain provisions relating to the Closing Date pursuant to the Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows: Section 1. Amendment Section 1(b) of the Agreement is amended to extend the Closing Date to April 16, 2001, subject to the satisfaction (or waiver) of the conditions to the Closing set forth in Section 6 and 7 of the Agreement (or such later date as is mutually agreed to by the Company and the Buyers). Section 2. Amendment Section 9(l) of the Agreement is amended to extend the Closing Date to April 16, 2001. The Termination rights, as outlined in the Agreement, shall remain in force and effect. Section 3. Effect of Amendment Upon execution of this Amendment, the Agreement shall be, and be deemed to be, modified and amended in accordance herewith and the respective rights, limitations, obligations, duties, liabilities and immunities of the Company and the Buyers shall hereafter be determined, exercised and enforced subject in all respects to such modifications and amendments, and all the terms and conditions of this Amendment shall be and be deemed to be part of the terms and conditions of the Agreement for any and all purposes. Each of the Company and the Buyers confirms that the Agreement, as amended by this Amendment, shall remain in full force and effect and is hereby ratified and confirmed in all respects. Section 4. Counterparts This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized signatories as of the date hereof. COMPANY: NET2000 COMMUNICATIONS, INC. By: /s/ Donald E. Clarke ------------------------------------- Name: Donald E. Clarke Title: Chief Financial Officer & Executive Vice President 3 BUYERS: BOSTON VENTURES LP VI By: /s/ Anthony J. Bolland --------------------------- Name: Anthony J. Bolland Title: Managing Director 4 NORTEL NETWORKS INC. By: /s/ Mitch Stone ----------------------------- Name: Mitch Stone Title: Director 5 CARLYLE U.S. VENTURE PARTNERS, L.P. By: TCG Ventures, L.L.C., its General Partner By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ John F. Harris -------------------------------------- Name: John F. Harris Title: Managing Director and CFO CARLYLE VENTURE COINVESTMENT, L.L.C. By: TCG Ventures, L.L.C., its Managing Member By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ John F. Harris -------------------------------------- Name: John F. Harris Title: Managing Director and CFO CARLYLE VENTURE PARTNERS, L.P. By: TCG Ventures, Ltd., its General Partner By: TCG Ventures, L.L.C., its Sole Shareholder By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ John F. Harris -------------------------------------- Name: John F. Harris Title: Managing Director and CFO 6 C/S VENTURE INVESTORS, L.P. By: TCG Ventures, Ltd., its Managing General Partner By: TCG Ventures, L.L.C., its Sole Shareholder By: TC Group, L.L.C., its Sole Member By: TCG Holdings, L.L.C., its Managing Member By: /s/ John F. Harris -------------------------------------- Name: John F. Harris Title: Managing Director and CFO 7 BANCBOSTON CAPITAL INC. By: /s/ William O. Chazman ------------------------------ Name: William O. Chazman Title: Director 8 PNC CAPITAL CORP. By: /s/ DAVID MCL. HILLMAN ------------------------------ Name: David McL. Hillman Title: Executive Vice President WOOD STREET PARTNERS I By: /s/ DAVID MCL. HILLMAN ------------------------------ Name: David McL. Hillman Title: Executive Vice President 4