EXHIBIT 10.1.2
SECOND AMENDMENT
TO
CONTRIBUTION AND STOCK PURCHASE AGREEMENT
This Second Amendment ("Second Amendment") to the Contribution and
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Stock Purchase Agreement, dated November 23, 1999, as amended by the First
Amendment to Contribution and Stock Purchase Agreement, dated March 20, 2000
("Agreement"), is made and entered into this 29th day of March 2000, by, between
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and among MADISON RIVER TELEPHONE COMPANY, LLC, a Delaware limited liability
company ("MRTC"), COASTAL COMMUNICATIONS, LLC, a Delaware limited liability
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company ("CCL"), COASTAL COMMUNICATIONS, INC., a Delaware corporation ("CCI")
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(MRTC and CCI are collectively referred to as the "Buyers"); XXXXXX X. XXXXXX,
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G. XXXXX XXXXXX and THE XXXXXXX X. XXXXXX LIFE TRUST (collectively the
"Sellers") and COASTAL UTILITIES, INC. a Georgia corporation (the "Company").
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WHEREAS, the parties have entered into the Agreement, and
WHEREAS, the parties wish to amend the Agreement to further define
certain understandings and obligations of the parties.
NOW, THEREFORE, in consideration of the promises and mutual covenants
and agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, Buyers, Sellers, and the
Company hereby amend the Agreement as follows:
1. The Agreement is amended by inserting the following Section 6(f):
"6(f) Transfer of Life Insurance. At or promptly following the
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Closing, Buyer will use its best efforts to cause the following life
insurance policies (the "Seller Life Insurance") with the associated
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cash values to be assigned over to the respective named insureds, G.
Xxxxx Xxxxxx and Xxxxxx X. Xxxxxx:
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Policy Insured Company Policy Number Face Value
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G. Xxxxx Xxxxxx Mass Mutual 6638952 $2,000,000
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Mass Mutual 5788220 $1,000,000
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MONY 11327670 $1,000,000
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MONY 11904137 $1,652,792
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MONY 13018672 $ 913,857
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Northwestern 8169938 $1,000,000
Mutual Life
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Xxxxxx X. Xxxxxx Mass Mutual 5788225 $1,000,000
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MONY 11290275 $1,000,000
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MONY 10701308 $1,000,000
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MONY 11904136 $ 650,000
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MONY 11918630 $1,002,792
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MONY 13018671 $1,656,216
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Northwestern 8169902 $1,000,000
Mutual Life
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The parties understand and agree that the foregoing transfer of the
Seller Life Insurance shall not reduce the Purchase Price; provided,
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however, the cash portion of the Purchase Price to be paid by Buyer at
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the Closing shall be reduced on a dollar-for-dollar basis by the
amount of the cash surrender values of the Seller Life Insurance as of
March _____, 2000 (such cash surrender values as of December 31, 1999
were $6,535,117). Such cash surrender values shall be determined after
Closing and adjustments made pursuant to Section 2(e) on the Final
Closing Date Report."
The parties hereto understand and agree that the Company shall have no
further obligations to pay any death benefits to G. Xxxxx Xxxxxx and
Xxxxxx X. Xxxxxx as of the date of this Second Amendment, and the
Company shall have no obligation to any Seller relating to continued
coverage under any life insurance policy.
2. The Agreement is amended by replacing Section 2(b) with the following,
thereby causing Section 2(b) to read in its entirety:
"2(b) Consideration. Subject to the adjustments set forth in Section
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2(e), Section 6(e) and 6(f) below, the Buyer agrees to pay and deliver
to the Sellers at the Closing (i) One Hundred Thirty Million Dollars
($130,000,000) less Long Term Debt (the "Purchase Price") and (ii) the
Coastal Communications Interests (collectively, the "Consideration").
The Purchase Price shall be paid (y) by the assignment of the Seller
Life Insurance as set forth in Section 6(f), and (z) the balance by
wire transfer or delivery of other immediately available funds. The
Consideration shall be allocated among the Sellers in proportion to
their respective holdings of the Company Shares as set forth in
Section 4(b) of the Disclosure Schedule, and the Seller Life Insurance
cash value shall be netted against amounts otherwise payable in an
amount equal to the cash surrender value of the Seller Life Insurance
assigned to each Seller, if any."
3. Exhibit A to the Agreement is amended by inserting the following
additional defined terms:
"Seller Life Insurance" has the meaning set forth in Section 6(f).
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"Seller Real Property " has the meaning set forth in Section 6(g).
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4. The Agreement is amended by inserting the following Section 6(g):
"6(g) Transfer of Real Estate. At or promptly following the Closing,
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the parties agree that the Sellers will cause the real property known
as the Patriot's Trail property, which consists of approximately seven
(7) acres in Hinesville, Georgia (the "Seller Real Property") to be
sold to Buyer. The parties agree that CCI shall pay $3,640,000 for the
Seller Real Property as follows: $1,255,000 at Closing, and $2,385,000
to be financed by G. Xxxxx Xxxxxx, Xxxxxx X. Xxxxxx and related and/or
affiliated entities; such financing shall be amortized over thirty
(30) years with a six (6) year balloon payment ($2,237,732.78), at a
fixed eight percent (8%) annualized interest rate, with monthly
payments beginning May 1, 2000 in the amount of $17,500. All other
real property matters have been agreed to by the parties in interest."
5. The Agreement is amended by inserting the following Section 6(h):
"6(h) Dividend of Paging Licenses. Immediately prior to the Closing,
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the parties agree that the Company will declare and pay a dividend to
the Sellers consisting of (i) the Company's paging licenses (KNK 960
and KVM 320), and (ii) the assets and equipment related to such paging
licenses. The parties further agree that at the Closing, they will
enter into (i) a Management Agreement in substantially the form of
Exhibit G attached hereto pursuant to which the Company will operate
the paging licenses; and (ii) an Asset Purchase Agreement in
substantially the form of Exhibit H attached hereto pursuant to which
the Sellers will sell the paging licenses and the related assets and
equipment to the Company upon the receipt of the required consent(s)
from the FCC."
6. The Agreement is amended by inserting the following Section
7(a)(xvix):
"7(a)(xvix) The Company and Sellers shall have entered into a
Management Agreement in substantially the form of Exhibit G attached
hereto and an Asset Purchase Agreement in substantially the form of
Exhibit H attached hereto."
7. The Agreement is amended by inserting the -following Section
"7(b)(xii):
"7(b)(xii) The Company and Sellers shall have entered into a Management
Agreement in substantially the form of Exhibit G attached hereto and an
Asset Purchase Agreement in substantially the form of Exhibit H attached
hereto."
8. The Agreement is amended by replacing all references to "Coastal
Communications, LLC", and "CCL" with "Coastal Communications, Inc." and "CCI",
respectively. Further, CCL shall have no liabilities or obligations under the
Agreement.
9. The Agreement is amended to reflect that the Disclosure Schedule has
been agreed upon by the parties.
10. Except as set forth in Section 6(h), the holders of the Series A
Preferred Stock and the Series B Preferred Stock agree that no dividends shall
accrue or be payable to the Sellers on or after January 1, 2000.
11. The parties agree that the proper pension plan liability has been paid
or accrued as of the date hereof
[The Next Page Is The Signature Page]
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
to the Agreement on the date first written.
BUYERS
MADISON RIVER TELEPHONE
TELEPHONE COMPANY, LLC
By: J. XXXXXXX XXXXXXXXXXX
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Name: J. Xxxxxxx Xxxxxxxxxxx
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Title: Manager
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COASTAL COMMUNICATIONS, LLC
By: XXXX X. XXXX
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Name: Xxxx X. Xxxx
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Title: Manager
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COASTAL COMMUNICATIONS, INC.
By: XXXX X. XXXX
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Name: Xxxx X. Xxxx
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Title: Chairman/CEO
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SELLERS
XXXXXX X. XXXXXX (SEAL)
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Xxxxxx X. Xxxxxx
G. XXXXX XXXXXX (SEAL)
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G. Xxxxx Xxxxxx
THE XXXXXXX X. XXXXXX LIFE TRUST
By: G. XXXXX XXXXXX
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Co-Trustee for Xxxxxxx X. Xxxxxx
By: XXXXXX X. XXXXXX
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Co-Trustee for Xxxxxxx X. Xxxxxx
By: XXXXXX X. XXXXXXXXX, XX
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Co-Trustee for Xxxxxxx X. Xxxxxx
COASTAL UTILITIES, INC.
By: XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
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Title: Acting Chairman
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