EXHIBIT 10-20(b)
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
BACKGROUND: Advanced Radio Technologies Corporation ("ART") plans to
acquire Advanced Radio Telecom Corp. ("Telecom"), and the resulting merged
company intends to raise substantial additional capital through public or
private offerings of its equity and debt (a "Major Financing"). The proposed
initial public offering (the "IPO") of the Company pursuant to the registration
statement filed with the Securities Exchange Commission Is currently scheduled
for the end of October, 1996, although there can be no assurance that it will be
completed. Each of the undersigned represents that the undersigned has received
and had an opportunity to review the preliminary prospectus included in such
registration statement, as amended through October 15, 1996, (the "Prospectus").
The proposed merger of a subsidiary of ART into Telecom (the "Merger") pursuant
to which the holders of Telecom securities will receive or be entitled to
receive ART securities has been approved by the FCC and will take place after
approval thereof by the Stockholders of ART and Telecom. The Merger, when
completed, will effect a 1 for 2.75 reverse stock split by ART (the "Split").
The numbers of shares and exercise prices set forth in this Amendment are
subject to revision to give effect to the split. Capitalized terms have the
same meaning as defined in the Registration Rights Agreement (as defined below)
and the Prospectus.
ART has undertaken a bridge financing in which it sold $4,000,000 in short
term notes of ART and Telecom (the "September Bridge Notes") in units with
warrants to purchase an aggregate of 320,000 shares of ART Common Stock at $6.25
(the "Unit Warrants"). In the event the September Bridge Notes are not prepaid
within 90 days of issuance, ART will issue to holders thereof additional
warrants to purchase an aggregate of 320,000 shares of ART Common Stock at the
same price as the Unit Warrants (the "Additional Warrants"). In the event of
default under the September Bridge Notes, ART will issue to holders thereof
additional such five year warrants (the "Default Warrants") exercisable to
purchase an aggregate of 800,000 shares at a price of $3.00 per share.
AGREEMENT: For good and valuable consideration, receipt of which is hereby
acknowledged, the undersigned parties to the Restated and Amended Registration
Rights Agreement (the "Registration Rights Agreement") among Telecom, ART, the
security holders of Telecom and the security holders of ART, dated February 2,
1996, hereby consent and agree to
(a) the admission as parties to the Registration Rights Agreement
(i) with the rights and obligations of New Unaffiliated
Stockholders thereunder of all persons, not previously parties
thereto, who acquire Unit Warrants, Additional Warrants, Default
Warrants or CIBC Warrants;
(ii) with the rights and obligations of Existing ART
Stockholders, (A) Southeast Research Partners, Inc. and its designees
(the "SERP Optionees") who have options (the "SERP Options") to
acquire an aggregate of 313,612 shares of ART Common Stock from ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇▇▇, W. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇., High Sky Partners, L.P. and
High Sky Partners II, L.P. (collectively, the "SERP Optionees") and
(B) Bournemouth Holdings Corporation ("Bournemouth"), a Permitted
Transferee of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and
(iii) each partner of each partnership that is a party to the
Registration Rights Agreement (each, a "Stockholders Partnership"),
upon dissolution thereof, as parties with the rights and obligations
of such partner's Stockholders Partnership;
provided such persons agree to be bound by the provisions of the
Registration Rights Agreement; and
(b) the waiver of any preemptive or other rights of the undersigned to
acquire any of the September Bridge Notes, Unit Warrants, Additional
Warrants or Default Warrants, CIBC Warrants or Senior Secured Notes;
(c) (i) defining the "New Bridge Warrants" to include the warrants to
purchase 50,000 shares of ART Common Stock issued to stockholders
of CommcoCCC (formerly called New Bridge Warrants in the
Registration Rights Agreement) together with the additional
190,000 warrants issued to such stock holders in October 1996 and
any additional warrants issuable under the secured bridge notes
due 1998 to the shareholders of CommcoCCC, Inc., the Unit
Warrants, the Additional Warrants, if issued, the Default
Warrants, if issued, and the CIBC Warrants, if issued;
(ii) defining (A) "Telecom Warrant" to include Bridge Warrants and
Indemnity Warrants (as defined in the Registration Rights
Agreement), but not the Warrant to purchase shares of Telecom
Common Stock issued on February 2, 1996, held by Ameritech (as
defined therein), and (B) "Telecom Warrant Holders" to mean
holders of Telecom Warrants; and
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(iii) amending Section 3(a)(1) of the Registration Rights
Agreement to provide that the number of outstanding shares
of Common Stock referred to is 30,086,498 shares with the
effect that the number of Registrable Shares that Demand
Holders must beneficially own in order to be entitled to a
demand registration right under such Section 3(a)(1) shall
be 1,805,190 shares;
(d) the execution of this instrument constitutes execution and delivery of
the Registration Rights Agreement, as amended hereby; and
(e) authorizing the Company after consummation of the IPO to grant
registration rights in its discretion without further amendment of the
Registration Rights Agreement.
In witness whereof, the undersigned executed this instrument as of the 16th
day of October, 1996.
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