Exhibit 10.9
AMENDMENT NO. 1
TO
STOCKHOLDERS AGREEMENT
THIS AMENDMENT (the "AMENDMENT") is entered into as of March 31, 2000, among
XX.Xxx Holdings, Limited, a Delaware corporation (the "COMPANY"), Odyssey
Investment Partners Fund, LP ("ODYSSEY"), Xxxx Telecom Ventures, Inc. ("XXXX"),
PF Telecom Holdings, LLC ("PF TELECOM") and UBS Capital II LLC ("UBS" and,
together with Odyssey, PF Telecom and Xxxx, the "INITIAL INVESTORS").
WHEREAS, the Company, the Initial Investors, Xxxx Xxxxx, Xxxxx Xxxxx, Treg
Ventures LLC, GLW Ventures LLC, Xxxxxxxxx Xxxxx, Odyssey Coinvestors, LLC,
Warburg Dillon Read LLC, Credit Suisse First Boston and Lucent Technologies Inc.
entered into a Stockholders Agreement, dated as of October 29, 1999 (the
"STOCKHOLDERS AGREEMENT"; capitalized terms used herein without definition
having the meanings given to such terms in the Stockholders Agreement).
WHEREAS, pursuant to the Subscription Agreement (the "SUBSCRIPTION AGREEMENT"),
dated as of October 29, 1999, among the Company, Odyssey, Odyssey Coinvestors,
LLC and UBS, Odyssey intends to assign a portion of its Commitment (as defined
in the Subscription Agreement) to First Union Capital Partners, LLC ("FIRST
UNION").
WHEREAS, the Company and the Initial Investors desire to amend the Stockholders
Agreement by replacing the definition of "Permitted Odyssey Co-Investor
Transferee" in its entirety in order to include in such definition, with respect
to First Union, any corporation, partnership, limited liability company or other
entity which is a direct or indirect Subsidiary of First Union Corporation.
WHEREAS, Section 19 of the Stockholders Agreement provides that the consent of
the Initial Investors shall be required for any amendment of the provisions of
the Stockholders Agreement.
NOW THEREFORE, the following amendment is hereby made to Section 1 of the
Stockholders Agreement:
The term "Permitted Odyssey Co-Investor Transferee" is hereby replaced in its
entirety with the following:
"PERMITTED ODYSSEY CO-INVESTOR TRANSFEREE" means with respect to any
Odyssey Co-Investor, any corporation, partnership, limited liability company or
other entity which is a Subsidiary of such Odyssey Co-Investor; provided that
(i) with respect to UBS Capital, such term shall include any corporation,
partnership, limited liability company or other entity which is a direct or
indirect Subsidiary of UBS AG and (ii) with respect to First Union Capital
Partners, LLC, such term shall include any corporation, partnership, limited
liability company or other entity which is a direct or indirect Subsidiary of
First Union Corporation."
IN WITNESS WHEREOF, the Company and each of the Initial Investors have executed
this Amendment as of the date first referenced above.
XX.XXX HOLDINGS, LIMITED
By: /S/ XXXXXXX XXXXX
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Name: Xxxxxxx Xxxxx
Title: Vice Chairman and Executive Vice
President
ODYSSEY INVESTMENT PARTNERS FUND, LP
By: ODYSSEY CAPITAL PARTNERS,
LLC, itsgeneral partner
By: /S/ XXXXXXXX XXXXX
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Name: Xxxxxxxx Xxxxx
Title: Managing Member
XXXX TELECOM VENTURES, INC.
By: /S/ XXXXXX XXXXXXX
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Name: Xxxxxx Xxxxxxx
Title: Vice President
UBS CAPITAL II LLC
By: /S/ XXXXX XXXXXXX
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Name: Xxxxx Xxxxxxx
Title: Principal
PF TELECOM HOLDINGS, LLC
By: /S/ XXXXXXX XXXXX
-------------------------------------------
Name: Xxxxxxx Xxxxx
Title:
