EXHIBIT 3
AMENDMENT NO. 11
TO
TRANSACTION AGREEMENT
This Amendment No. 11 ("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, by Amendment No. 9 dated as of March 13, 2001, and by
Amendment No. 10 dated as of November 9, 2001 (as so amended, the "ORIGINAL
AGREEMENT"), is made as of December 19, 2001, among Choice One Communications
Inc. (the "CORPORATION") and the persons listed on the signature pages hereto.
WHEREAS, the Corporation, certain of its subsidiaries and FairPoint
Communications Solutions, Corp. ("FairPoint"), have entered into a Network
Transition Agreement, dated as of November 7, 2001 (the "NTA");
WHEREAS, the NTA contemplates that the Original Agreement will be amended
to provide for a Board seat for a designee of FairPoint on the terms specified
below; and
WHEREAS, the parties desire to amend the Original Agreement to provide for
certain governance arrangements to be effective upon closing of the transactions
contemplated by the NTA;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. AMENDMENTS TO SECTION 5.03. Section 5.03(b) of the Original
Agreement is hereby amended by (a) deleting "and" after the semicolon at the end
of clause (iv), (b) inserting "; and" at the end of clause (v) before the
period, and (c) inserting thereafter the following new clause (vi):
"(vi) the Chief Executive Officer of FairPoint Communications Solutions
Corp. (or other designee of FairPoint Communications Solutions Corp. approved by
the Board of Directors, which approval shall not be unreasonably withheld) shall
be designated as a director until the first date on which FairPoint
Communications Solutions Corp. no longer beneficially owns at least 2,500,000
(which number shall be appropriately adjusted to take into account stock splits,
stock combinations, stock dividends or other similar transactions) shares of
Common Stock."
SECTION 2. AMENDMENT TO SECTION 9.04. Section 9.04 is hereby amended by
adding to the end thereof a new sentence which reads: "Notwithstanding any of
the above, any amendment to Section 5.03(b)(vi) which adversely affects
FairPoint Communications Solutions Corp. shall also require the prior written
consent of FairPoint Communications Solutions Corp., as a third party
beneficiary, even though it is not a party to this Agreement."
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. The
amendments to Sections 5.03(b) and 9.04 effected by Sections 1 and 2 hereof
shall not become effective until closing of the transactions contemplated by the
NTA. Except as amended hereby, the Original Agreement shall remain unchanged.
The 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.
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
--------------------
Xxxxx X. Xxxxxx
Chairman and Chief Executive Officer
MANAGEMENT MEMBERS
By: /s/ Xxxxx X. Xxxxxx
--------------------
Xxxxx X. Xxxxxx, as a Management
Member and as Chief Executive Officer
of Choice One Communications Inc.
/s/ Xxx Xxxxxx-Xxx
------------------
Xxx Xxxxxx-Xxx
/s/ Xxxxx Xxxxxxx
-----------------
Xxxxx Xxxxxxx
/s/ Xxxxxx Xxxxxx
-----------------
Xxxxxx Xxxxxx
/s/ Xxxx Xxxxxxxxx
------------------
Xxxx Xxxxxxxxx
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/ Illegible
--------------------------------------
Its MANAGING DIRECTOR
MSCP III 892 INVESTORS, L.P.
By MSCP III, LLC, its general partner
By Xxxxxx Xxxxxxx Capital Partners III,
Inc., its Member
By /s/ Illegible
--------------------------------------
Its MANAGING DIRECTOR
XXXXXX XXXXXXX CAPITAL INVESTORS, L.P.
By MSCP III, LLC, its general partner
By Xxxxxx Xxxxxxx Capital Partners III,
Inc., its Member
By /s/ Illegible
--------------------------------------
Its MANAGING DIRECTOR
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/ Illegible
--------------------------------------
Its MANAGING DIRECTOR
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/ Illegible
--------------------------------------
Its MANAGING DIRECTOR
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/ Illegible
--------------------------------------
Its MANAGING DIRECTOR
FLEET VENTURE RESOURCES, INC.
By: /s/ Xxxxxx X. Xxx Xxxxx
--------------------------------------
Xxxxxx X. Xxx Xxxxx
Under Power of Attorney Dated 8/4/00
FLEET EQUITY PARTNERS VI, L.P.
By: Silverado IV Corp., its General Partner
By: /s/ Xxxxxx X. Xxx Xxxxx
--------------------------------------
Xxxxxx X. Xxx Xxxxx
Chairman & CEO
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
--------------------------------------
Xxxxxx X. Xxx Xxxxx
Chairman & CEO
XXXXXXX PLAZA PARTNERS
By: /s/ Xxxxxx X. Xxx Xxxxx
--------------------------------------
Xxxxxx X. Xxx Xxxxx
Managing General Partner
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
