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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
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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
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word "fifth" and replacing it with the word "next."
3. Amendment to Section 1. Section 1 is amended by adding thereto the
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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
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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
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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
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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
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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*
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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
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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
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