WWW.EXFILE.COM, INC. -- 14531 -- DSL.NET, INC. -- EXHIBIT 10.1 TO FORM 10-Q


    EXHIBIT
      10.01

    


    


    AMENDMENT
      AGREEMENT 

    


    This
      AMENDMENT AGREEMENT, dated as of June 2, 2006 (this “Agreement”), is entered
      into by and among DSL.NET, INC., a Delaware corporation (the “Company”),
      and
      LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus").
      Capitalized
      terms used herein without definition shall have the meanings ascribed to such
      terms in (i) that
      certain Security Agreement, dated as of August 31, 2004 (as amended, modified
      and supplemented from time to time, the “Security
      Agreement”
and,
      together with the Ancillary Agreements referred to therein, the “2004
      Loan Documents”),
      and
      (ii)
      that certain Subordination Agreement, dated as of November 2, 2005, by and
      among
      Laurus, as First Lien Collateral Agent and as First Lien Lender (as defined
      therein), DunKnight Telecom Partners, LLC, a Delaware limited liability company,
      as Second Lien Collateral Agent (as defined therein), the Second Lien Lenders
      (as defined therein) (as amended, modified or supplemented from time to time,
      the “Subordination
      Agreement”
and,
      together with the 2004 Loan Documents, the “Loan
      Documents”),
      as
      applicable.
      

     

    WHEREAS,
      reference is made to the following Ancillary Agreements: (i) that
      certain Secured Revolving Note, dated
      as
      of August 31, 2004 and issued by the Company to Laurus (as amended, modified
      and/or supplemented, the “Revolving
      Note”);
      (ii) that
      certain Secured Convertible Minimum Borrowing Note, dated
      as
      of August 31, 2004 and issued by the Company to Laurus (as amended, modified
      and/or supplemented, the “MB
      Note”)
      (the
      Revolving Note and the MB Note are collectively referred to herein as the
“Notes”);
      

    


    WHEREAS,
      Laurus has agreed effective as of the date hereof to (i) extend the Maturity
      Date contained in each of the Notes and (ii) amend the Contract Rate contained
      in each of the Notes, and, in consideration thereof, the Company has agreed
      to
      issue to Laurus one million five hundred thousand (1,500,000) unregistered,
      restricted shares of the common stock of the Company (the “New
      Shares”);

    


    NOW,
      THEREFORE, in consideration of the above, and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      each
      of the Company and Laurus agree as follows:

    


    The
      Company and Laurus hereby agree that:

     

    1.  Amended
      and Restated Revolving Note.
      The
      Revolving Note is hereby amended and restated in the form attached hereto as
      Exhibit
      A
      (the
“Amended
      and Restated Revolving Note”).
      For
      the avoidance of doubt, the amendment and restatement of the Revolving Note
      as
      set forth in this Section 1 shall be in substitution for and not in satisfaction
      of the Revolving Note.

    


    
      
         

      

      
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    2.  Amended
      and Restated MB Note.
      The MB
      Note is hereby amended and restated in the form attached hereto as Exhibit
      B
      (the
“Amended
      and Restated MB Note”).
      For
      the avoidance of doubt, the amendment and restatement of the MB Note as set
      forth in this Section 2 shall be in substitution for and not in satisfaction
      of
      the MB Note.

    


    3.     
      New
      Shares.
      Immediately following the execution and delivery of this Agreement by each
      of
      the Company and Laurus, the Company hereby agrees to issue to Laurus the New
      Shares, subject to securities laws legends applicable to transactions of this
      type. Laurus hereby represents, warrants, and acknowledges to the Company that
      (a) the New Shares are being acquired for the account of Laurus, for purposes
      of
      investment, and not with a view to the distribution thereof, as those terms
      are
      used in the Securities Act of 1933, as amended (the "Securities
      Act"),
      and
      the rules and regulations promulgated thereunder; (b) Laurus has sufficient
      knowledge and experience in financial and business matters so as to be capable
      of evaluating the merits and risks of its investment decision to acquire the
      New
      Shares pursuant to the terms of this Agreement; (c) Laurus has received copies
      of such documents and such other information as it has deemed necessary in
      order
      to make an informed investment decision with respect to the purchase of the
      New
      Shares; (d) Laurus understands, and has the financial capability of assuming,
      the economic risk of an investment in the New Shares for an indefinite period
      of
      time; and (e) no broker, agent, dealer or finder of any kind has been retained
      in connection with this Agreement (and the Company shall not be responsible
      for,
      and Laurus shall indemnify the Company for, any compensation of any kind which
      might be claimed as owing to any of such third parties. 

    


    4.     
      Common
      Stock Sale Limitation.
      Notwithstanding anything contained herein to the contrary (including, without
      limitation, the provisions of Section 9 hereof), Laurus shall not be entitled
      to
      sell any New Shares, in whole or in part, prior to the date that is three
      hundred sixty five (365) days after the date hereof (the “Lock-up
      Period”).
      Notwithstanding the forgoing, the Lock-up Period shall become null and void
      without any notice to the Company upon the occurrence and during the continuance
      of an Event of Default (as defined in any Loan Document). 

    


    5.     
      Effective
      Date.
      The
      transactions contemplated hereby shall be effective as of the date first above
      written (the “Effective
      Date”),
      when
      each of the following conditions has been satisfied: (i) each of the Company
      and
      Laurus shall have executed, and the Company shall have delivered to Laurus
      its
      respective counterpart to, this Agreement, (ii) the issuance by the Company
      to
      Laurus of the New Shares, and the receipt by Laurus of the stock certificates
      evidencing the New Shares, shall have occurred, (iii) the execution by the
      Company of, and receipt by Laurus of, the Amended and Restated Revolving Note
      and the Amended and Restated MB Note, and (iv) the transactions contemplated
      by
      Section 8, below, shall have occurred. 

    


    6.     
      Effect
      of Amendment.
      Except
      as specifically set forth in this Agreement, there are no other amendments,
      modifications or waivers to the Loan Documents, and all 

     

    
      
         

      

      
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    of
      the
      other forms, terms and provisions of the Loan Documents remain in full force
      and
      effect. From and after the Effective Date, all references in the Loan Documents
      to the Secured Revolving Note and Secured Minimum Borrowing Note shall be deemed
      to be references to the Amended and Restated Secured Revolving Note and the
      Amended and Restated Secured Minimum Borrowing Note, as contemplated herein.
      

    


    7.     
      Representations
      of the Company.
      The
      Company hereby represents and warrants to Laurus that (i) no Event of Default
      (as defined in any Loan Document) exists and is continuing on the date hereof,
      (ii) on the date hereof, all representations and warranties made by the Company
      in the 2004 Loan Documents are in all material respects true, correct and
      complete as of the date hereof as if made as of the date hereof, except for
      those representations and warranties which were made as of a date certain,
      which
      such representations and warranties were true, correct and complete as of the
      respective dates made. 

    


    8.  Other
      Agreements; Wavers, Consent.
      Laurus
      hereby acknowledges that commensurate with the parties’ execution and delivery
      of this Agreement and the consummation of the transactions contemplated hereby,
      the Company will be entering into similar arrangements with DunKnight Telecom
      Partners LLC and its co-investor, Knight Vision Foundation (collectively,
“DK”),
      to
      extend the maturity date of the Company’s outstanding debentures (the
“DK
      Debentures”)
      to DK
      from September 4, 2006 to December 4, 2006, and, in connection therewith, the
      Company will issue to DK an aggregate of 3,900,000 shares of Company common
      stock (the “DK
      New Shares”)
      with
      substantially the same rights and restrictions as are set forth herein with
      respect to the New Shares (such transactions hereinafter being referred to
      as
      the “DK
      Amendment Transactions”).
      In
      connection with the transactions contemplated by this Agreement and the DK
      Amendment Transactions, Laurus hereby: (a) waives all economic anti-dilution
      rights to which Laurus would otherwise be entitled under the MB Note and/or
      the
      Revolving Note arising solely as a result of the issuance of the New Shares
      and
      the DK New Shares, and (b) consents to the above-described extension of the
      maturity date of the DK Debentures and the issuance of the DK New
      Shares.

    


    9.  Piggy-Back
      Registration Rights.
      The
      Company hereby agrees that if at any time before the New Shares may be sold
      by
      Laurus pursuant to Rule 144(k) promulgated under the Securities Act, there
      is
      not an effective registration statement covering all of the New Shares and
      the
      Company shall determine to prepare and file with the Securities and Exchange
      Commission a registration statement relating to an offering for its own account
      or the account of others under the Securities Act, of any of its equity
      securities, other than on Form S-4 or Form S-8 (each as promulgated under
      the Securities Act) or their then equivalents relating to equity securities
      to
      be issued solely in connection with any acquisition of any entity or business
      or
      equity securities issuable in connection with stock option or other employee
      benefit plans, then the Company shall send to Laurus written notice of such
      determination and, if within fifteen (15) days of its receipt of such notice,
      Laurus so requests in writing that New Shares be included in such registration
      statement, the Company shall include in such registration statement all or
      any
      part of such New Shares not otherwise subject to an effective registration
      statement and 

     

    
      
         

      

      
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    requested
      by Laurus to be included in such registration statement, to the extent the
      Company may do so without violating registration rights of others which exist
      as
      of the date of this Agreement, subject to customary underwriter cutbacks
      applicable to all holders of registration rights, subject to Laurus’ delivery to
      the Company of all customary representations, waivers and indemnities applicable
      to selling stockholders in a registration statement. For avoidance of doubt,
      the
      registration rights provided to Laurus hereunder will rank pari
      passu
      with the
      registration rights to be provided by the Company to DK in respect to the DK
      New
      Shares to be issued by the Company as contemplated by Section 9
      hereof.

    


    10.   
       Form
      8-K.
      The
      Company hereby agrees to file a Current Report on Form 8-K, completed as
      appropriate, with the Securities and Exchange Commission disclosing the terms
      and conditions set forth in this Agreement as soon as practicable, but no later
      than the fourth (4th)
      business day following the date hereof. 

    


    11.   
       Binding
      Effect.
      This
      Agreement shall be binding upon the parties hereto and their respective
      successors and permitted assigns and shall inure to the benefit of and be
      enforce-able by each of the parties hereto and its successors and permitted
      assigns. THIS
      AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
      THE
      LAW OF THE STATE OF NEW YORK.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which shall constitute one instrument. 

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      each of
      the Company and Laurus has caused this Agreement signed in its name effective
      as
      of the date first above written.

    


    


    DSL.NET,
      INC.

    


    By:
      /s/
      David F.
      Struwas                               
  

    Name:
      David F. Struwas

    Title:
      President & CEO

     

    


    


    


    


    LAURUS
      MASTER FUND, LTD.

     

    


    By:
      /s/
      David
      Grin                                          
   

    Name:
      David Grin

    Title:
      Director

    


    


    Agreed
      and acknowledged:

     

     

     

    
      DUNKNIGHT
        TELECOM PARTNERS
        LLC,
as
        Second
        Lien Collateral Agent, pursuant to the Subordination
        Agreement



    By:
/s/
      Keir
      Kleinknecht                              
 

    Name:
      Keir Kleinknecht

    
      Title:
        Manager

    

    


     

    


    


    


    
 

    
      
         

      

      
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    EXHIBIT
      A

    


    Form
      of Amended and Restated Revolving Note

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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    EXHIBIT
      B

    


    Form
      of Amended and Restated MB Note

    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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