AMENDMENT NO. 6
TO
REGISTRATION RIGHTS AGREEMENT
This Amendment No. 6 ("AMENDMENT") to the Registration Rights
Agreement dated as of July 8, 1998, as amended by Amendment No. 1 dated as of
February 18, 1999, by Amendment No. 2 dated as of June 30, 1999, by Amendment
No. 3 dated as of June 30, 1999, by Amendment No. 4 dated as of
August 1, 2000, and by Amendment No. 5 dated as of November 9, 2001 (the
"ORIGINAL AGREEMENT"), is made as of May 22, 2002, among Choice One
Communications Inc., a Delaware corporation (the "CORPORATION"), and the
Holders listed on the signature pages hereto.
WHEREAS, the Corporation and the initial Investor Holders and
Management Holders entered into the Registration Rights Agreement on July 8,
1998 which provides for certain rights and obligations of the Corporation and
such Holders with respect to registration of the Common Stock under the
Securities Act (and such agreement has since been amended as described above);
and
WHEREAS, as of the date hereof the Corporation and the MSDWCP IV Funds
have entered into the Agreement (as defined below), pursuant to which, among
other things, the MSDWCP IV Funds have received or might receive (i) shares of
Common Stock in exchange for certain shares of Preferred Stock held by MSDWCP IV
and (ii) warrants exercisable for shares of Common Stock.
NOW, THEREFORE, the parties hereto hereby amend the Original Agreement
as follows:
SECTION 1. Amendment to Definitions. (a) Section 1.01 of the Original
Agreement is hereby amended by adding the following definitions in the
appropriate alphabetical order:
"CLOSING WARRANTS" has the meaning ascribed thereto in the
Waiver Agreement.
"CONTINGENT AMOUNT WARRANTS" has the meaning ascribed thereto
in the Waiver Agreement.
"POST-CLOSING WARRANTS" has the meaning ascribed thereto in
the Waiver Agreement.
"WAIVER AGREEMENT" means the Agreement dated as of March 31,
2002 between the Corporation and the MSDWCP IV Funds.
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"WAIVER SHARES" has the meaning ascribed thereto in the
Waiver Agreement.
(b) The definition of "Common Registrable Securities" in Section 1.01
of the Original Agreement is deleted in its entirety and replaced with the
following:
"COMMON REGISTRABLE SECURITIES" means Common Stock (including the
Warrant Shares and any shares of Common Stock deliverable in connection
with an exchange of Waiver Shares) and any securities issued directly
or indirectly with respect to such Common Stock by way of a split,
dividend, or other division of securities, or in connection with a
combination of securities, recapitalization, merger, consolidation, or
other reorganization.
(c) The definition of "Warrant Shares" in Section 1.01 of the Original
Agreement is deleted in its entirety and replaced with the following:
"WARRANT SHARES" means the shares of Common Stock deliverable upon
exercise of (1) the Warrants No.1, 2 and 3, each dated as of August 1,
2000, issued by the Corporation to each of the three MSDWCP IV Funds,
respectively, as adjusted from time to time, (2) the Closing Warrants
No.1, 2 and 3, each dated as of March 31, 2002, issued by the
Corporation to each of the three MSDWCP IV Funds, respectively, as
adjusted from time to time, (3) the Contingent Amount Warrants No.1, 2
and 3, each dated as of March 31, 2002, issued by the Corporation to
each of the three MSDWCP IV Funds, respectively, as adjusted from time
to time and (4) the Post-Closing Warrants, if any, to be issued by the
Corporation to each of the three MSDWCP IV Funds, respectively, in
accordance with Section 3.07 of the Waiver Agreement, as adjusted from
time to time.
SECTION 2. Other Defined Terms. Capitalized terms used in this
Amendment and not otherwise defined have the meanings ascribed to them in the
Original Agreement.
SECTION 3. 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.
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SECTION 4. 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; NEXT PAGE IS SIGNATURE PAGE]
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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
-----------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman, President and
Chief Executive Officer
MANAGEMENT HOLDERS
/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
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INVESTOR HOLDERS
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 X. Xxxxxxxxxx
-----------------------------------------------
Name:
Title:
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 X. Xxxxxxxxxx
-----------------------------------------------
Name:
Title:
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 X. Xxxxxxxxxx
-----------------------------------------------
Name:
Title:
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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 X. Xxxxxxxxxx
-----------------------------------------------
Name:
Title:
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 X. Xxxxxxxxxx
-----------------------------------------------
Name:
Title:
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 X. Xxxxxxxxxx
-----------------------------------------------
Name:
Title:
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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
-----------------------------------------------
Name:
Title: Chairman & CEO
XXXXXXX PLAZA PARTNERS
By: /s/ Xxxxxx X. Xxx Xxxxx
Name:
Title: Managing General Partner
FLEET VENTURE RESOURCES, INC.
By: /s/ Xxxxxx X. Xxx Xxxxx
-----------------------------------------------
Name:
Power of Attorney Dated 8/4/00
FLEET EQUITY PARTNERS VI, L.P.
By: Fleet Growth Resources II, Inc., its General
Partner
By: /s/ Xxxxxx X. Xxx Xxxxx
-----------------------------------------------
Name:
Title: Chairman & CEO
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XXXXXX-XXXXXX MEDIA PARTNERS, L.P.
By: Xxxxxx Xxxxxx Media, L.L.C. its general partner
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------------------
Name:
Title:
