EXHIBIT 4.27
AMENDMENT NO. 4 TO
STOCKHOLDERS AGREEMENT AND CONSENT
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This Amendment No. 4 to Stockholders Agreement and Consent (this
"Amendment") is entered into as of this 21st day of May, 1999, among Focal
Communications Corporation, a Delaware corporation (the "Company") and the
stockholders listed on the signature page hereof (the "Stockholders").
Capitalized terms not otherwise defined in this Agreement are used herein with
the meanings assigned to such terms in the Stock Purchase Agreement, dated
November 27, 1996, by and among the parties hereto (the "Stock Purchase
Agreement").
WHEREAS, the Company and the Stockholders wish to amend the provisions of
the Stockholders Agreement, dated November 27, 1996, by and among the parties
hereto and certain other stockholders of the Company, as amended (the
"Stockholders Agreement") as provided in paragraph 1 of this Amendment;
WHEREAS, the Stockholders collectively own all of the Institutional
Investor Stock and the Executive Stock; and
WHEREAS, the Stockholders wish to consent to the amendment (as provided in
paragraph 1 of this Amendment) for purposes of the Stock Purchase Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties to this Amendment
hereby agree as follows:
1. Amendment to Stockholders Agreement. Pursuant to Section 9 of the
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Stockholders Agreement, the first sentence of Section 3(b) of the Stockholders
Agreement is hereby amended and restated to read in its entirety as follows:
"Permitted Transfer" means (i) any Transfer of Common Stock (A)
pursuant to applicable laws of descent and distribution, (B) among such
Stockholder's Family Group (as defined below), or (C) in the case of a
Stockholder that is not a natural person, to such Stockholder's Affiliates
or (ii) any pledge of Common Stock that constitutes Vested Shares (as
defined in the Executive Stock Agreements) to a bank or other lending
institution for purposes of securing loans, mortgages or other financing
(A) with respect to which there is no default in the obligation secured by
the pledge, or (B) with respect to which a default giving the pledgee a
right to the security in the obligation secured by the pledge has occurred;
provided that, (X) except with respect to a transfer pursuant to clause
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(ii)(A) of this paragraph 3(b), the restrictions and conditions described
in this Agreement, the Stock Purchase Agreement, or any Executive Stock
Agreement to which the transferor is a party shall continue to be
applicable to such Common Stock after any such Permitted Transfer, and the
transferee(s) of such stock (the "Permitted Transferee(s)") shall have
agreed in writing to be bound by the provisions of such agreements; and (Y)
provided further that if any such stock is transferred pursuant to clause
(i)(C) of this paragraph
3(b), any transfer of control of such Affiliate thereafter will be deemed
to be a transfer of such stock for purposes of this Agreement and will not
be considered a Permitted Transfer unless such deemed Transfer itself
satisfies the requirements of this paragraph 3(b)."
2. Consent. For all purposes of the Stock Purchase Agreement (including,
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without limitation, Sections 4.1(c)(xii) and 4.1E thereof), each of the
Stockholders consents to the amendment set forth in paragraph 1 of this
Amendment.
3. Counterparts. This Amendment may be executed in multiple
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counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
4. Descriptive Headings. The descriptive headings of this Amendment are
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inserted for convenience only and do not constitute a part of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ MADISON DEARBORN CAPITAL
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▇▇▇▇▇ ▇. ▇▇▇▇ PARTNERS, L.P.
By: Madison Dearborn Partners, its General Partner
By: Madison Dearborn Partners, Inc., its General
Partner
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Its: MD
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ FRONTENAC VI, L.P.
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▇▇▇▇▇▇ ▇▇▇▇▇▇ By: Frontenac Company, its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III
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Its: _______________________________________
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. BATTERY VENTURES III, L.P.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. By: Battery Partners III, L.P., its
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its:________________________________________
FOCAL COMMUNICATIONS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Its: Chief Executive Officer and President
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