EXHIBIT 10.13
AMENDMENT NO. 10
TO
TRANSACTION AGREEMENT
This Amendment No. 10 ("AMENDMENT") to the Transaction Agreement dated as
of July 8, 1998, as amended by Amendment No. 1 dated as of December 18, 1998, by
Amendment No. 2 dated as of February 18, 1999, by Amendment No. 3 dated as of
May 14, 1999, by Amendment No. 4 dated as of June 30, 1999, by Amendment No. 5
dated as of June 30, 1999, by Amendment No. 6 dated as of November 18, 1999, by
Amendment No. 7 dated as of August 1, 2000, by Amendment No. 8 dated as of
December 20, 2000 and Amendment No. 9 dated as of March 13, 2001 (the "ORIGINAL
AGREEMENT"), is made as of June 21, 2001, among Choice One Communications Inc.
(the "CORPORATION") and the persons listed on the signature pages hereto.
WHEREAS, the parties now desire to amend the Original Agreement to expand
the membership of the Executive Committee to include up to two Directors
designated by MSCP and to make conforming changes necessary to clarify
amendments previously made to the Original Agreement's amendment provisions;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Amendment of Section 5.03(f)(i). Clause (i) of Section 5.03(f)
of the Original Agreement is hereby amended and restated to read as follows:
"(i) up to two Directors may be designated by MSCP,"
SECTION 2. Amendment to Section 9.04. Clause (x) of Section 9.04 of the
Original Agreement is hereby amended and restated to read as follows:
"(x) any such amendment, modification or waiver (except pursuant to
Section 3.05(b)(iv)) of (or having the effect of amending or waiving) Section
3.05, 5.03(b), 5.03(d), 5.03(f), 5.03(g), 6.03(v), 6.05, 6.06 or this Section
9.04 shall also require the prior written consent of each of Fleet,
Xxxxxx-Xxxxxx and MSCP (but only for so long as the applicable holder of
Investor Equity holds at least 1% of the aggregate Investor Equity"
SECTION 3. Other Defined Terms. Capitalized terms used in this Amendment
and not otherwise defined have the meanings ascribed to them in the Original
Agreement.
SECTION 4. Effectiveness; Effect of Amendment; Governing Law. Except as
amended hereby, the Original Agreement shall remain unchanged. The
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original Agreement, as amended hereby, shall remain in full force and effect.
This Amendment shall be governed by, and construed under, the laws of the State
of Delaware, all rights and remedies being governed by said laws, without regard
to conflict of laws principles.
SECTION 5. Counterparts. This Amendment may be executed simultaneously in
two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together shall constitute
one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
CHOICE ONE COMMUNICATIONS INC.
By: /S/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx
Its: Chairman and Chief Executive Officer
MANAGEMENT MEMBERS
/S/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx, as a Management
Member and as Chief Executive Officer of
Choice One Communications Inc.
/S/ XXX XXXXXX-XXX
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Xxx Xxxxxx-Xxx
/S/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
/S/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx
/S/ XXXX XXXXXXXXX
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Xxxx Xxxxxxxxx
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INVESTOR MEMBERS
XXXXXX XXXXXXX CAPITAL PARTNERS III, L.P.
By MSCP III, LLC, its general partner
By Xxxxxx Xxxxxxx Capital Partners III, Inc., its Member
By /S/ XXXX XXXXXXXXXX
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Its MANAGING DIRECTOR
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By
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Its
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MSCP III 892 INVESTORS, L.P.
By MSCP III, LLC, its general partner
By Xxxxxx Xxxxxxx Capital Partners III, Inc., its Member
By /S/ XXXX XXXXXXXXXX
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Its MANAGING DIRECTOR
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By
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Its
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XXXXXX XXXXXXX CAPITAL INVESTORS, L.P.
By MSCP III, LLC, its general partner
By Xxxxxx Xxxxxxx Capital Partners III, Inc., its Member
By /S/ XXXX EHRENHRANZ
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Its MANAGING DIRECTOR
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By
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Its
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XXXXXX XXXXXXX XXXX XXXXXX CAPITAL PARTNERS IV, L.P.
By MSDW Capital Partners IV, LLC, its
general partner
By MSDW Capital Partners IV, Inc., its Member
By /S/ XXXX XXXXXXXXXX
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Its MANAGING DIRECTOR
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By
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Its
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MSDW IV 892 INVESTORS, L.P.
By MSDW Capital Partners IV, LLC, its general partner
By MSDW Capital Partners IV, Inc., its Member
By /S/ XXXX XXXXXXXXXX
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Its MANAGING DIRECTOR
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By
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Its
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XXXXXX XXXXXXX XXXX XXXXXX CAPITAL INVESTORS IV, L.P.
By MSDW Capital Partners IV LLC, its
general partner
By MSDW Capital Partners IV, Inc., its Member
By /S/ XXXX XXXXXXXXXX
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Its MANAGING DIRECTOR
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By
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Its
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XXXXXXXX PARTNERS III, L.P.
By Silverado III, L.P., its General Partner
By Silverado III Corp., its General Partner
By /S/ XXXXXX X. XXX XXXXX
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Xxxxxx X. Xxx Xxxxx
Chairman & CEO
XXXXXXX PLAZA PARTNERS
By /S/ XXXXXX X. XXX XXXXX
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Xxxxxx X. Xxx Xxxxx
Managing General Partner
FLEET VENTURE RESOURCES, INC.
By /S/ XXXXXX X. XXX XXXXX
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Xxxxxx X. Xxx Xxxxx
Attorney in Fact (granted 8/4/00)
FLEET EQUITY PARTNERS VI, L.P.
By Silverado IV Corp. its
General Partner
By /S/ XXXXXX X. XXX XXXXX
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Xxxxxx X. Xxx Xxxxx
Chairman, CEO & Treasurer
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XXXXXX-XXXXXX MEDIA PARTNERS, L.P.
By Xxxxxx Xxxxxx Media, L.L.C. its general partner
By /s/ Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx
Chief Executive Officer
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