Amendment No. 1 to Stockholders Agreement among PF.Net Holdings, Limited and Initial Investors

Summary

This amendment, dated March 31, 2000, updates the Stockholders Agreement originally signed on October 29, 1999, among PF.Net Holdings, Limited and its initial investors: Odyssey Investment Partners Fund, LP, Koch Telecom Ventures, Inc., PF Telecom Holdings, LLC, and UBS Capital II LLC. The amendment revises the definition of "Permitted Odyssey Co-Investor Transferee" to include subsidiaries of First Union Corporation, allowing certain transfers of interests to these entities. All parties have agreed to this change as required by the original agreement.

EX-10.9 14 ex-10_9.txt EXHIBIT 10.9 Exhibit 10.9 AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT THIS AMENDMENT (the "AMENDMENT") is entered into as of March 31, 2000, among PF.Net Holdings, Limited, a Delaware corporation (the "COMPANY"), Odyssey Investment Partners Fund, LP ("ODYSSEY"), Koch Telecom Ventures, Inc. ("KOCH"), PF Telecom Holdings, LLC ("PF TELECOM") and UBS Capital II LLC ("UBS" and, together with Odyssey, PF Telecom and Koch, the "INITIAL INVESTORS"). WHEREAS, the Company, the Initial Investors, John Warta, Karen Irwin, Treg Ventures LLC, GLW Ventures LLC, Georgiana Warta, Odyssey Coinvestors, LLC, Warburg Dillon Read LLC, Credit Suisse First Boston and Lucent Technologies Inc. entered into a Stockholders Agreement, dated as of October 29, 1999 (the "STOCKHOLDERS AGREEMENT"; capitalized terms used herein without definition having the meanings given to such terms in the Stockholders Agreement). WHEREAS, pursuant to the Subscription Agreement (the "SUBSCRIPTION AGREEMENT"), dated as of October 29, 1999, among the Company, Odyssey, Odyssey Coinvestors, LLC and UBS, Odyssey intends to assign a portion of its Commitment (as defined in the Subscription Agreement) to First Union Capital Partners, LLC ("FIRST UNION"). WHEREAS, the Company and the Initial Investors desire to amend the Stockholders Agreement by replacing the definition of "Permitted Odyssey Co-Investor Transferee" in its entirety in order to include in such definition, with respect to First Union, any corporation, partnership, limited liability company or other entity which is a direct or indirect Subsidiary of First Union Corporation. WHEREAS, Section 19 of the Stockholders Agreement provides that the consent of the Initial Investors shall be required for any amendment of the provisions of the Stockholders Agreement. NOW THEREFORE, the following amendment is hereby made to Section 1 of the Stockholders Agreement: The term "Permitted Odyssey Co-Investor Transferee" is hereby replaced in its entirety with the following: "PERMITTED ODYSSEY CO-INVESTOR TRANSFEREE" means with respect to any Odyssey Co-Investor, any corporation, partnership, limited liability company or other entity which is a Subsidiary of such Odyssey Co-Investor; provided that (i) with respect to UBS Capital, such term shall include any corporation, partnership, limited liability company or other entity which is a direct or indirect Subsidiary of UBS AG and (ii) with respect to First Union Capital Partners, LLC, such term shall include any corporation, partnership, limited liability company or other entity which is a direct or indirect Subsidiary of First Union Corporation." IN WITNESS WHEREOF, the Company and each of the Initial Investors have executed this Amendment as of the date first referenced above. PF.NET HOLDINGS, LIMITED By: /S/ STEPHEN IRWIN ------------------------------------------- Name: Stephen Irwin Title: Vice Chairman and Executive Vice President ODYSSEY INVESTMENT PARTNERS FUND, LP By: ODYSSEY CAPITAL PARTNERS, LLC, itsgeneral partner By: /S/ MUZZAFAR MIRZA ------------------------------------------ Name: Muzzafar Mirza Title: Managing Member KOCH TELECOM VENTURES, INC. By: /S/ GEORGE DAMIRIS ------------------------------------------- Name: George Damiris Title: Vice President UBS CAPITAL II LLC By: /S/ JASON PERKINS ------------------------------------------- Name: Jason Perkins Title: Principal PF TELECOM HOLDINGS, LLC By: /S/ STEPHEN IRWIN ------------------------------------------- Name: Stephen Irwin Title: