EXHIBIT 4.1
AMENDMENT NO. 1
TO
EQUITY REGISTRATION RIGHTS AGREEMENT
This Amendment No. 1 ("AMENDMENT") to the Equity Registration Rights
Agreement dated as of November 9, 2001 (the "ORIGINAL AGREEMENT"), is made as of
September 13, 2002, among Choice One Communications Inc., a Delaware corporation
(the "CORPORATION"), and the Warrantholders listed on the signature pages
hereto.
WHEREAS, the Corporation, Xxxxxx Xxxxxxx & Co. Incorporated, Wachovia
Investors, Inc.(formerly known as First Union Investors, Inc.) and CIBC
Inc., entered into the Equity Registration Rights Agreement on
November 9, 2001 which provides for certain rights and obligations of the
Corporation and such parties thereto with respect to registration of the
Common Stock under the Securities Act; and
WHEREAS, the Corporation, the Warrantholders (or certain of their
affiliates) and other parties thereto have entered into a Third Amended and
Restated Credit Agreement, Third Amendment to Bridge Financing Agreement and
Warrant Issuance Agreement, each dated as of the date hereof, pursuant to which,
among other things, the Warrantholders will receive warrants exercisable for
shares of Common Stock.
NOW, THEREFORE, the parties hereto hereby amend the Original Agreement
as follows:
SECTION 1. AMENDMENT TO RECITALS. The second paragraph of the
Recitals is hereby amended by deleting the phrase "(the "WARRANTS")".
SECTION 2. AMENDMENT TO DEFINITIONS. Section 1.01 of the
Original Agreement is hereby amended by adding the following definitions in
the appropriate alphabetical order:
"WARRANTHOLDERS" means Xxxxxx Xxxxxxx & Co. Incorporated,
Xxxxxx Xxxxxxx Emerging Markets Inc., Wachovia Investors, Inc.
(formerly known as First Union Investors, Inc.) and CIBC Inc.
"WARRANTS" means (a) the Warrants dated as of August 1, 2000
issued by the Corporation to each of the Warrantholders pursuant to the
Bridge Financing Agreement dated as of August 1, 2000 and certain
related agreements and (b) the Warrants dated September 13, 2002 issued
to each of the Warrantholders.
SECTION 3. CONSENT TO REGISTRATION RIGHTS. The Holders hereby consent
to the granting by the Corporation of the registration rights affected by
Amendment No. 7 to the Registration Rights Agreement dated as of the date hereof
among the Corporation and the warrantholders listed on the signature pages
thereto.
SECTION 4. OTHER DEFINED TERMS. Capitalized terms used in this
Amendment and not other-wise defined are used as defined in the Original
Agreement.
SECTION 5. EFFECT OF AMENDMENT; GOVERNING LAW. 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 6. 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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2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first written above.
CHOICE ONE COMMUNICATIONS INC.
By: /s/ Xxx Xxxxxx Xxxxxxx
----------------------------
Name:Xxx Xxxxxx Xxxxxxx
Title:Vice President
XXXXXX XXXXXXX & CO.
INCORPORATED
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------
Name:Xxxx X. Xxxxxxxxx
Title:Managing Director
XXXXXX XXXXXXX EMERGING MARKETS INC.
By: /s/ Xxxx X. Xxxxxxxxx
----------------------------
Name:Xxxx X. Xxxxxxxxx
Title:Managing Director
WACHOVIA INVESTORS, INC.
By: /s/ Xxxx Xxxxx
-----------------------------
Name:Xxxx Xxxxx
Title:Managing Director
CIBC INC.
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------
Name:Xxxxxxx Xxxxxxx
Title:Managing Director
