exv4w9



 



Exhibit 4.9



FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT



     THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, dated as of September 10, 2003 (this “Amendment”), is made by and among (i) IMPSAT FIBER NETWORKS,
INC., a Delaware corporation (the “Company”); (ii) IMPSAT, S.A., a
corporation (sociedad anonima) organized pursuant to the laws of the Republic
of Argentina (“IMPSAT Argentina”) and (iii) the Holders identified on
the signature pages hereto.



RECITALS:


     WHEREAS, the Company and the Holders, including Nortel Networks Limited, a
corporation organized pursuant to the laws of the Province of Ontario, Canada
(“Nortel”), entered into a Registration Rights Agreement dated as of
March 25, 2003 (the “Registration Rights Agreement”), pursuant to which
the Holders were granted specified registration rights (the “Registration
Rights”) with respect to certain securities issued or issuable to them by
the Company, as more particularly described in the Registration Rights
Agreement;


     WHEREAS, the Company and Nortel have entered into an Exchange Agreement
dated as of May 23, 2003, pursuant to which the Company has issued to Nortel
$1,689,000 principal amount of Notes (the “Nortel Additional Notes”) and
101,934 Warrants (the “Nortel Additional Warrants” and, with the Nortel
Additional Notes, the “Nortel Additional Securities”);


     WHEREAS, the Company has agreed to enter into this Amendment to extend the
Registration Rights to the Nortel Additional Securities;


     WHEREAS, the Holders identified on the signature page hereto hold all the
Registrable Securities and, therefore, such Holders, the Company and IMPSAT
Argentina have the power to amend the Registration Rights Agreement pursuant to
Section 6(b) thereof; and


     WHEREAS, terms used but not otherwise defined herein shall have the
respective meanings set forth in the Registration Rights Agreement.


     NOW THEREFORE, in consideration of the mutual promises, representations,
warranties and conditions contained herein, the parties hereto agree as
follows:


     1. Amendment of Registration Rights Agreement.


         (a) The defined term “Registrable Securities” set forth in Section 1 of
the Registration Rights Agreement is hereby amended and replaced in full with
the following:


“Registrable Securities” shall mean (i) the
Securities issued under the Plan and the Nortel
Additional Securities, (ii) the shares of Common
Stock issued or issuable upon


 







 


conversion of the Notes issued under the Plan and
upon the conversion of the Nortel Additional Notes
(the “Conversion Shares”), (iii) any
Purchased Shares included in a Shelf Registration
Statement by a post-effective amendment pursuant to
Rule 462(b) under the 1933 Act in accordance with
Section 2(a), (iv) the shares of Common Stock issued
or issuable upon exercise of the Warrants issued
under the Plan and upon the exercise of the Nortel
Additional Warrants (the “Warrant Shares”),
(v) any shares of capital stock issued or issuable
with respect to any Securities, Conversion Shares or
Warrant Shares referenced in the immediately
preceding clauses (i) through (iv) as a result of
any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, without
regard to any limitations on conversions of the
Notes or the exercise of the Warrants, and (vi) any
shares of capital stock of any entity issued in
respect of the capital stock referenced in the
immediately preceding clauses (i) through (v) as a
result of a merger, consolidation, sale of assets,
sale or exchange of capital stock or other similar
transaction; provided, however, that
any securities described in the preceding clauses
(i) through (vi) shall not be Registrable Securities
(A) when a Registration Statement with respect to
such securities shall have been declared effective
under the 1933 Act and such securities shall have
been disposed of pursuant to such Registration
Statement, (B) when such securities have been sold
in accordance with Rule 144 (or any successor
provision) promulgated under the 1933 Act, (C) the
Company has delivered a new certificate or other
evidence of ownership for such securities not
bearing a legend restricting further transfer and
such securities may be resold under Rule 144(k)
under the 1933 Act, or (D) when such securities
shall have ceased to be outstanding.


         (b) The Schedule of Holders attached as Exhibit A to the Registration
Rights Agreement is hereby amended and replaced in full by Exhibit A to this
Amendment.


     2. Full Force and Effect. Except as modified hereby, the
Registration Rights Agreement shall remain in full force and effect. The term
“Agreement” used in the Registration Rights Agreement shall for all purposes
therein refer to the Registration Rights Agreement as amended by this
Amendment.


     3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.


 







 


     4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to the principles of conflicts of law thereof.


[signature pages follow]


 







 


SIGNATURES TO FIRST AMENDMENT TO

REGISTRATION RIGHTS AGREEMENT



     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.



	 	IMPSAT FIBER NETWORKS, INC.






	 	By: ____________________________

        Name: Héctor Alonso

        Title: Executive
Vice President
and
                 Chief
Financial Officer






	 	By: _____________________________

        Name: Guillermo
V. Pardo
        Title: Senior Vice President, Corporate
                Finance
and Treasury, and Secretary






	 	IMPSAT S.A.






	 	By: ____________________________

      Name:

      Title:






	 	By: ____________________________

      Name:

      Title:





 







 


SIGNATURES TO FIRST AMENDMENT TO

REGISTRATION RIGHTS AGREEMENT



(Continued)


Confirmed and accepted as of the date first above written:


MORGAN STANLEY & CO. INCORPORATED





	 	 	 
	By: __________________________ 	 	 
	       Name:	 	
 



	       Title:	 	








NORTEL NETWORKS LIMITED






	 	 	 
	By: __________________________ 	 	 
	       Name:	 	
 



	       Title:	 	







WRH PARTNERS GLOBAL SECURITIES, L.P.



	 	 	 
	By:		
WRH Partners Global Securities, Inc.,

its General Partner

	 
	 	By: 	 ______________________________

	 		
Name:
	 	 	
Title:





W.R. HUFF ASSET MANAGEMENT CO., L.L.C.





	 	 	 
	By: __________________________ 	 	 
	       Name:	 	
 



	       Title:	 	








 







 


Exhibit A



SCHEDULE OF HOLDERS



     Date of this Schedule of Holders: September 10, 2003




	 	 	 
	Holder	 	Securities Held
	
	 	

	Morgan Stanley & Co. Incorporated	 	
2,884,659 shares of Common Stock
	 	 	 
	Nortel Networks Limited	 	
$17,627,000 Series B 6% Senior
	 	 	
Guaranteed Convertible Notes due 2011
	 	 	
Warrants exercisable for up to
	 	 	
2,769,909 shares of Common Stock
	 	 	 
	WRH Partners Global Securities, L.P.	 	
Series A 6% Senior Guaranteed
	 	 	
Convertible Notes due 2011 in the
	 	 	
aggregate principal amount received pursuant to the Plan
	W.R. Huff Asset Management Co., L.L.C.