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EXHIBIT 10.6.1
JOINDER TO
INDEMNIFICATION AGREEMENT
JOINDER TO INDEMNIFICATION AGREEMENT (the "JOINDER AGREEMENT"), dated
December 30, 1998 and effective as of November 23, 1998, by and among Allied
Riser Communications Holdings, Inc., a Delaware corporation (the "COMPANY"),
EGI-ARC Investors, L.L.C., a Delaware limited liability company ("EGI-ARC"),
Telecom Partners II, L.P., a Delaware limited partnership ("TP"), Crescendo
World Fund, LLC, a Delaware limited liability company ("CWF"), Eagle Ventures
WF, LLC, a Minnesota limited liability company ("EVW"), Crescendo III, L.P., a
Delaware limited partnership ("CIII"), ▇▇▇▇▇▇▇▇ Equity Group, L.L.C., a
California limited liability company ("LEG"), Norwest Venture Partners VII,
L.P., a Minnesota limited partnership ("Norwest"), and ANDA Partnership, an
Illinois general partnership ("ANDA" and collectively with the Company, EGI-ARC,
TP, CWF, EVW and Norwest, the "PARTIES"), to that certain Indemnification
Agreement (the "INDEMNIFICATION AGREEMENT"), dated as of November 23, 1998, by
and among the Company, EGI-ARC, TP and the other persons identified therein. All
terms not otherwise defined herein shall have the meanings given such terms in
the Indemnification Agreement.
WHEREAS, Section 3.13 of the Indemnification Agreement permits Financial
Sponsors owning not less than 50% of the ARC Holdings Common Stock owned by all
Financial Sponsors to admit additional Persons as Financial Sponsors and
Indemnitees under the Indemnification Agreement with the same rights as the
Financial Sponsors thereunder;
WHEREAS, EGI-ARC, TP, CWF, EVW, CIII and LEG desire that each of Norwest
and ANDA become a party to the indemnification Agreement as a Financial Sponsor
and Indemnitee thereunder, and each of Norwest and ANDA desires to become a
party to the Indemnification Agreement as a Financial Sponsor and Indemnitee
thereunder, as provided herein;
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
herein made and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties mutually agree as
follows:
1. Designation and Joinder. (a) EGI-ARC, TP, CWF, EVW, CIII and LEG
hereby designate each of Norwest and ANDA as a Financial Sponsor and
Indemnitee for all purposes under the Indemnification Agreement,
entitled to all of the rights and subject to all of the obligations
attendant thereunder to that status. Each of Norwest and ANDA hereby
consents and agrees to such designation, and further agrees that upon
execution of this Joinder Agreement, it shall become a party to the
Indemnification Agreement as a Financial Sponsor and an Indemnitee
thereunder and shall be fully bound by, and subject to, all of the
covenants, terms and conditions of the Indemnification Agreement as a
Financial Sponsor and Indemnitee thereunder as though originally a
party as a Financial Sponsor and Indemnitee thereunder.
2. Miscellaneous.
(a) Counterparts. This Joinder Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
(b) Governing Law. This Joinder Agreement shall be governed by the laws of
the state of Delaware (other than its rules of conflicts of law to the
extent that the application of the laws of another jurisdiction would
be required thereby).
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IN WITNESS WHEREOF, the Parties hereto have executed this Joinder to the
Indemnification Agreement as of the date first above written.
ALLIED RISER COMMUNICATIONS HOLDINGS, INC.
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name:
Title:
EGI-ARC INVESTORS
By: GAMI Investments, Inc., its Managing Member
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
TELECOM PARTNERS II, L.P.
By: Telecom Management II, L.L.C., its General
Partner
By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Member
CRESCENDO WORLD FUND, LLC
By: Crescendo Ventures World Fund, LLC, its
General Partner
By: /s/R. ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Member
EAGLE VENTURES WF, LLC
By: /s/R. ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Member
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CRESCENDO III, L.P.
By: Crescendo Ventures III, LLC, its General
Partner
By: /s/R. ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Member
▇▇▇▇▇▇▇▇ EQUITY GROUP, L.L.C.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Managing Member
NORWEST VENTURE PARTNERS VII, L.P.
By: Itaska VC Partners VII, LLP, Its General
Partner
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Partner
ANDA PARTNERSHIP, an Illinois general
partnership
By: ▇▇▇ Only Trust, an Illinois trust
By: /s/▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Co-Trustee
By: ▇▇▇ and Descendants, an Illinois trust
By: /s/▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Co-Trustee