Exhibit 10.1.34
AMENDMENT NO. 2
TO
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
This Amendment No. 2 to Amended and Restated Stockholders Agreement
(the "AMENDMENT") is made as of March 31, 2000 by and among:
(i) Advanced Telecommunications, Inc., a Delaware corporation (the
"COMPANY");
(ii) General Electric Capital Corporation ("GECC");
(iii) FSC Corp.;
(iv) the individual investors listed on SCHEDULE I hereto (the
"INDIVIDUAL INVESTORS");
(v) Xxxxxxxx Partners, L.P. and Xxxxxxxx, Xxxxxx & Xxxxx II, L.P. (the
"XXXXXXXX INVESTORS"); and
(vi) Xxxx Capital Fund VI, L.P. and the other Persons who are listed on
the signature pages hereto as Bain Investors (the "BAIN INVESTORS").
RECITALS
A. As of the date hereof, GECC, FSC Corp., and the Individual Investors
(collectively with GECC and FSC Corp., the "NEW STOCKHOLDERS") have purchased
shares of the Company's Common Stock, par value $0.01 per share (the "COMMON
STOCK") pursuant to a Common Stock Purchase Agreement dated as of the date
hereof between the Company and the Purchasers (as defined therein).
B. The Company, the New Stockholders, the Xxxxxxxx Investors and the
Bain Investors desire to amend that certain Amended and Restated Stockholders
Agreement dated as of September 30, 1999, as amended and in effect on the date
hereof (the "AGREEMENT") to include the New Stockholders as parties thereto.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.
AGREEMENT
Therefore, the parties hereto hereby agree as follows:
1. GECC shall become a party to the Agreement by its execution of the
signature page hereto and shall be designated as a "Minority Stockholder"
thereunder.
2. FSC Corp. shall become a party to the Agreement by its execution of
the signature page hereto and shall be designated as a "Minority Stockholder"
thereunder.
3. Each of the Individual Investors shall become parties to the
Agreement by their respective execution of the signature pages hereto, and each
shall be designated as a "Minority Stockholder" thereunder.
4. SCHEDULE I to the Agreement is hereby amended to add GECC, FSC
Corp., and each of the Individual Investors to such Schedule.
5. Except as specifically amended by this Amendment, the Agreement
shall remain in full force and effect in accordance with its terms.
6. The Xxxxxxxx Investors and the Bain Investors hereby consent to this
Amendment.
7. This Amendment may be executed in any number of counterparts, each
of which shall constitute an original, but all of which, taken together, shall
constitute one and the same agreement.
[SIGNATURES ON FOLLOWING PAGES.]
-2-
IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment as of the date first written above.
ADVANCED TELECOMMUNICATIONS, INC.
By:
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Xxxxxxxx X. Xxxxxxxx,
Chief Executive Officer
GENERAL ELECTRIC CAPITAL CORPORATION
By:
-----------------------------
Name:
Title:
FSC CORP.
By:
-----------------------------
Name:
Title:
--------------------------------
Xxxxx Xxxxx
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Xxxxxxxx Xxxx
--------------------------------
Xxxxx Xxxxxxxxxx
-3-
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Xxxx Xxxxxx
--------------------------------
Xxxx Xxxxx
--------------------------------
Xxxx Xxxxxx
--------------------------------
Xxxxxxx Xxxxxxx
--------------------------------
Xxxx Xxxxxxxxxx
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Xxxx Xxxxx
--------------------------------
Xxxxx Xxxxxx
--------------------------------
Xxxx Xxxxxxxx
-4-
--------------------------------
Xxxxxxx Sandefeur
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Xxxxxx Xxxxxxxx
--------------------------------
Xxxxx Xxxxxxx
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Xxxxxx X. Xxxxx
-5-
BAIN INVESTORS: XXXX CAPITAL FUND VI, L.P.
By: Xxxx Capital Partners VI, L.P.,
its general partner
By: Xxxx Capital Investors VI, Inc.,
its general partner
By:
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
BCIP ASSOCIATES II
BCIP TRUST ASSOCIATES II
BCIP ASSOCIATES II-B
BCIP TRUST ASSOCIATES II-B
BCIP ASSOCIATES II-C
By: Xxxx Capital, Inc.,
their Managing Partner
PEP INVESTMENTS PTY LTD.
By: Xxxx Capital, Inc.,
its attorney-in-fact
By:
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
SANKATY HIGH YIELD ASSET PARTNERS, L.P.
By:
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Name:
Title: Managing Director
RGIP, LLC
By:
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Name:
Title:
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XXXXXXXX INVESTORS: XXXXXXXX PARTNERS, L.P.,
By: SGMS, L.P., General Partner
By: Xxxxxxxx Xxxxxx & Xxxxx, Inc.
General Partner
By:
-----------------------------
Name:
Title:
XXXXXXXX XXXXXX & XXXXX II, L.P.
a Delaware limited partnership
By: Xxxxxxxx Xxxxxx & Xxxxx LLC,
General Partner
By:
-----------------------------
Name:
Title:
-7-
SCHEDULE I
INDIVIDUAL INVESTORS
Xxxxxxxx Xxxx
Xxxxx Xxxxxxxxxx
Xxxx Xxxxxx
Xxxx Xxxxx
Xxxx Xxxxxx
Xxxxxxx Xxxxxxx
Xxxx Xxxxxxxxxx
Xxxx Xxxxx
Xxxxx Xxxxxx
Xxxx Xxxxxxxx
Xxxxxxx Sandefeur
Xxxxxx Xxxxxxxx
Xxxxx Xxxxxxx
Xxxxxx X. Xxxxx
