EXHIBIT 10.1.3
AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT
This Amendment No. 2 (this "Amendment") to the Stockholders Agreement,
dated as of February 7, 2000, as amended by Amendment No. 1 dated as of January
12, 2001, by and among Knology, Inc., a Delaware corporation (the "Company"),
and the other signatories thereto (the "Agreement"), is entered into as of
October 18, 2002, by and among the Company and the Investors named on the
signature pages hereto, to be effective as of the Effective Date (as defined
herein).
WHEREAS, the Company intends to restructure the capitalization of the
Company and its wholly owned subsidiaries, including Knology Broadband, Inc.
("Broadband"), in order to reduce the indebtedness of the Company on a
consolidated basis;
WHEREAS, the Company intends to effect the restructuring through
either (1) a consensual exchange of the 11 7/8% Senior Discount Notes due 2007
issued by Broadband (the "Old Notes") for new 12% senior unsecured notes due
2009 and new Series D preferred stock and new non-voting Series E preferred
stock to be issued by the Company and a consent solicitation to amend the
indenture governing the terms of the Old Notes, or (2) a prepackaged plan of
reorganization in bankruptcy of Broadband, in each case, as set forth in more
detail in the Offering Circular and Solicitation Statement, dated July 25, 2002
(collectively, the "Restructuring");
WHEREAS, the Company and the Investors named on the signature pages
hereto desire to amend the Agreement as set forth herein effective as of the
date the Restructuring is completed (the "Effective Date");
WHEREAS, the Agreement provides that neither Article 1, Article 2 nor
Article 3 of the Agreement may be amended except by a written instrument signed
by the Company and the holders of at least 75% of the combined outstanding
Investor Stock on an as-converted basis, and any such amendment, whether
retroactively or prospectively effective, shall be binding on all of the
Investors and Management Holders;
WHEREAS, the Investors holding the requisite number of shares of
Investor Stock have executed this Amendment;
WHEREAS, the Agreement provides that Article 4 of the Agreement may
not be amended except by a written instrument signed by the Company and the
holders of at least 70% of the combined outstanding shares of Series B Preferred
Stock, and any such amendment, whether retroactively or prospectively effective,
shall be binding on all of the Series B Investors; and
WHEREAS, the Series B Investors holding the requisite number of shares
of Series B Preferred Stock have executed this Amendment;
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Article I is hereby deleted in its entirety and replaced with the
following:
ARTICLE I
CERTAIN DEFINITIONS
As used in this Agreement, the following terms shall have the
following respective meanings:
1.01 "Affiliate" of a person shall mean any other person that
controls, is controlled by, or is under common control with, such person.
1.02 "Commission" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.
1.03 "Common Stock" shall mean the Company's Common Stock, $0.01 par
value per share.
1.04 "Exchange Act" shall mean the Securities Exchange Act of 1934 (or
any similar successor federal statute), as amended, and the rules and
regulations thereunder, all as the same shall be in effect from time to time.
1.05 "Holder" shall mean any holder of Registrable Securities.
1.06 "Initiating Holders" shall mean, (i) prior to such time as the
Company becomes eligible to utilize Form S-3 ("S-3 Eligible"), Holders of
Investor Stock representing not less than 25% of the, then-outstanding Investor
Stock on a fully diluted, as-converted, as-exercised basis and (ii) after such
time as the Company becomes S-3 Eligible, Holders of Investor Stock representing
not less than an aggregate of 5% of the then-outstanding Common Stock of the
Company on a fully diluted, as-converted, as-exercised basis.
1.07 "Investor Stock" shall mean (i) shares of Common Stock issued or
issuable upon the conversion or exercise of any stock (including, without
limitation, the Non-Voting Common Stock, the Series A Preferred Stock, the
Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred
Stock or any other convertible preferred or common stock of the Company issued
from time to time), warrants, options or other securities of the Company owned
by the Investors or any Permitted Transferee thereof, (ii) shares of Non-Voting
Common Stock issued or issuable upon the conversion or exercise of the Series E
Preferred Stock owned by the Investors or any Permitted Transferee thereof; and
(iii) any shares of Common Stock or Non-Voting Common Stock issued as a dividend
or other distribution with respect to or in exchange for or in replacement of
the shares referenced in (i) or (ii) above.
1.08 "Management Stock" shall mean (i) shares of Common Stock issued
or issuable upon the conversion or exercise of any stock (including, without
limitation, the Series A Preferred Stock, the Series B Preferred Stock or any
other convertible preferred or common stock of the Company issued from time to
tune), warrants options or other securities of the Company owned from time to
time by the Management Holders or any Permitted Transferee thereof; and (ii) any
shares of Common Stock issued as a dividend or other distribution with respect
to or in exchange for or in replacement of the shares referenced in (i) above.
1.09 "Non-Affiliated Holder" shall mean each holder of Series D
Preferred Stock party to this Agreement, other than The Xxxxxx Partnership,
Limited Partnership and The Xxxxxx Partnership (QP), Limited Partnership and
SCANA, and any transferee thereof who executes a joinder agreement as provided
in Section 6.01.
1.10 "Non-Voting Common Stock" shall mean the Company's Non-Voting
Common Stock, $0.01 par value per share.
1.11 "Permitted Transferee" shall mean, (i) with respect to a
Management Holder, a member of such Management Holder's immediate family, a
trust established for the benefit of members of such Management Holder's
immediate family, or a transferee of such Management Holder by will or the laws
of intestate succession and (ii) with respect to a holder of Investor Stock, any
Affiliate of such holder or any partner or retired partner, the estates and
family members of any such partners and retired partners and of their spouses,
and trusts for the benefit of any of the foregoing persons, or a shareholder or
other equity owner of such holder (including, with respect to X. X. Xxxxxxx XX,
L.P., any investment fund also managed by X. X. Xxxxxxx & Co.).
1.12 "Preferred Stock" shall mean together the Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D
Preferred Stock and the Series E Preferred Stock.
1.13 "Qualified Public Offering" shall mean a firm-commitment
underwritten public offering pursuant to an effective registration statement
under the Securities Act covering the offer and sale of Common Stock for the
account of the Company in which the Common Stock is listed for quotation on the
Nasdaq National Market, the Nasdaq Small Cap Market, or on a national securities
exchange.
1.14 "Registrable Securities" shall mean Management Stock or Investor
Stock; provided, however, that Registrable Securities shall not include any
shares of Management Stock or Investor Stock that previously have been
registered under the Securities Act or that have otherwise been sold to the
public in an open-market transaction under Rule 144.
1.15 The terms "registers", "registered" and "registration" shall
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act and the declaration or ordering
of the effectiveness of such registration statement by the Commission.
1.16 "Registration Expenses" shall mean all expenses incurred in
effecting any registration pursuant to this Agreement, including without
limitation all registration, qualification and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, blue sky fees
and expenses, expenses of any regular or special audits incident to or required
by any such registration, and the fees and expenses of one counsel for the
selling Holders, but excluding Selling Expenses.
1.17 "Rule 144" shall mean Rule 144 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the Commission.
1.18 "SCANA" shall mean SCANA Communications Holdings, Inc., a
Delaware corporation.
1.19 "Securities Act" shall mean the Securities Act of 1933 (or any
similar successor federal statute), as amended, and the rules and regulations
thereunder, all as the same shall be in effect from time to time.
1.20 "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and all
fees and disbursements of counsel for each of the Holders other than fees and
expenses of one counsel for all the selling Holders.
1.21 "Series A Preferred Stock" shall mean the Company's Series A
Preferred Stock, $0.01 par value per share.
1.22 "Series B Preferred Stock" shall mean the Company's Series B
Preferred Stock, $0.01 par value per share.
1.23 "Series C Preferred Stock" shall mean the Company's Series C
Preferred Stock, $0.01 par value per share.
1.24 "Series D Preferred Stock" shall mean the Company's Series D
Preferred Stock, $0.01 par value per share.
1.25 "Series E Preferred Stock" shall mean the Company's Series E
Preferred Stock, $0.01 par value per share.
1.26 "Significant Stockholder" shall mean each Investor, Management
Holder and Additional Stockholder who holds 5% or more of the outstanding Common
Stock of the Company on a fully diluted, as-converted, as-exercised basis as of
the Effective Date, provided that a Significant Stockholder will no longer be
deemed a Significant Stockholder when such Significant Stockholder no longer
holds at least 5% of the outstanding Common Stock of the Company on a fully
diluted, as-converted, as-exercised basis; provided that for the purposes of
Article 3, the term "Significant Stockholder" shall include X. X. Xxxxxxx (as
defined in Section 4.01) and Blackstone (as defined in Section 4.03), as
applicable, so long as X. X. Xxxxxxx or Blackstone, as applicable, has the right
to elect a director to the board of directors of the Company as provided in
Article 4.
1.27 "Significant Stockholder Stock" shall mean (i) shares of Common
Stock, Non-Voting Common Stock or Preferred Stock owned, from time to time, by
any Significant Stockholder or any transferee thereof; (ii) shares of Common
Stock, Non-Voting Common Stock or Preferred Stock issued or issuable upon the
conversion or exercise of any stock (including, without limitation, the
Preferred Stock or any other convertible preferred or common stock of the
Company issued from time to time), warrants, options or other securities of the
Company owned by the Significant Stockholder or any transferee thereof; and
(iii) any shares of Common Stock, Non-Voting Common Stock or Preferred Stock
issued as a dividend or other distribution with respect to or in exchange for or
in replacement of the shares referenced in (i) and (ii) above. For the purposes
of Section 3.02, "Significant Stockholder Stock" shall also include the Series D
Preferred Stock held by Non-Affiliated Holders."
2. The first sentence of Section 2.02(a) of the Agreement is hereby
amended as follows:
The words, "If the Company shall determine to register any of its
securities for its own account or for the account of other security holders of
the Company on any registration form (other than a registration of the Company's
Series C Preferred Stock for its own account, a registration relating solely to
benefit plans, a registration relating solely to a Rule 145 transaction, or a
registration on any registration form which does not permit secondary sales or
does not include substantially the same information as would be required to be
included in a registration statement covering the sale of Registrable
Securities) which permits the inclusion of Registrable Securities (a "Piggyback
Registration")", are hereby replaced with the words "If the Company shall
determine to register any of its securities for its own account or for the
account of other security holders of the Company on any registration form (other
than a registration relating solely to benefit plans, a registration relating
solely to a Rule 145 transaction, or a registration on any registration form
which does not permit secondary sales or does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of Registrable Securities) which permits the inclusion of
Registrable Securities (a "Piggyback Registration"),".
3. The following Section 2.10 shall be added to the end of Article 2:
"2.10 Amendments. In addition to the requirements of Section 6.05(b)
of this Agreement, this Article 2 (and Article 1, to the extent any definitions
used in Article 2 are defined in Article 1) shall not be waived, discharged,
terminated (to the extent such waiver, discharge or termination affects the
rights of the Non-Affiliated Holders) or amended in any manner that may have a
disproportionate adverse effect on the Non-Affiliated Holders in relation to the
other holders of Investor Stock without the written consent of the
Non-Affiliated Holders holding at least two-thirds of the outstanding Investor
Stock held by all Non-Affiliated Holders on an as-converted basis, and any such
amendment, waiver, discharge or termination, whether retroactively or
prospectively effective, shall be binding on all of the Investors, Management
Holders and Additional Stockholders."
4. Section 3.02 is hereby deleted in its entirety and replaced with
the following:
"3.02 Co-Sale Rights. To the extent that an Offer Notice has been
delivered as set forth in Section 3.01 above and at the end of the Election
Period, the Other Significant Stockholders have delivered Acceptance Notices as
to less than the total number of Offered Shares, to the extent the Transferring
Stockholders receive an offer or offers (with terms in compliance with the
second to last sentence of Section 3.01) to purchase a remaining number of
Offered Shares that constitute in the aggregate at least 20% of the outstanding
shares of Common Stock on a fully diluted, as-converted as-exercised basis, the
Transferring Stockholders shall deliver to each Other Significant Stockholder
who has not exercised its rights pursuant to Section 3.01 and to each
Non-Affiliated Holder (collectively, such Other Significant Stockholders and
Non-Affiliated Holders are referred to as the "Co-Sale Offerees"), written
notice of such offer (a "Sale Notice") which shall specify all of the
particulars of the offer including, but not limited to, (i) the name and address
of the proposed transferee(s); (ii) the number of shares and class of capital
stock to be transferred; (iii) a description of all the terms of the Transfer
(which must include the per share purchase price); (iv) the name of the
representative of the Transferring Stockholders and the address of such
representative to which notice of election to participate in the offer is to be
sent. Each Co-Sale Offeree may elect to participate in the offer described in
the Sale Notice at the same price per share and on the same terms by delivering
written notice of its election to participate in the offer to the representative
of the Transferring Stockholders within 15 days after receipt of the Sale
Notice; provided, however, that if the consideration to be received in the
proposed Transfer consists of securities, either in whole or in part, only
Non-Affiliated Holders that are accredited investors, as defined in Rule 501(a)
under the Securities Act, shall have the right to participate in such Transfer.
If any eligible Co-Sale Offerees have elected to participate in the offer, each
Transferring Stockholder and such Co-Sale Offerees shall be entitled to sell
pursuant to the contemplated offer, at the same price and on the same terms, a
number of shares of Significant Stockholder Stock equal to the product of (i)
the quotient determined by dividing the number of shares of Significant
Stockholder Stock, calculated on a fully diluted, as-converted, as-exercised
basis, owned by such Significant Stockholder or Non-Affiliated Holder, as the
case may be, by the aggregate number of shares of Significant Stockholder Stock,
calculated on a fully diluted, as-converted basis, as-exercised basis owned by
the Transferring Stockholder and all Co-Sale Offerees participating in such sale
and (ii) the number of shares of Significant Stockholder Stock, calculated on a
fully diluted, as-converted basis, as-exercised basis to be sold in the
contemplated Transfer. Each Transferring Stockholder shall use best efforts to
obtain the agreement of the prospective transferee(s) to the participation of
the Co-Sale Offerees in any contemplated Transfer, and no Transferring
Stockholder shall transfer any of its shares of Significant Stockholder Stock to
any prospective transferee if such prospective transferee(s) declines to allow
the participation of the Co-Sale Offerees. In addition to the requirements of
Section 6.05(b) of this Agreement, Section 3.02 shall not be waived, discharged,
terminated or amended (i) so as to increase the percentage of Offered Shares
required to be purchased hereunder in order to trigger the co-sale rights
specified herein above 20% or (ii) in any manner that may have a
disproportionate adverse effect on the Non-Affiliated Holders in relation to the
other holders of Investor Stock, in each case without the written consent of the
Non-Affiliated Holders holding at least two-thirds of the outstanding shares of
Investor Stock held by all Non-Affiliated Holders on an as-converted basis, and
any such waiver, discharge, termination or amendment, whether retroactively or
prospectively effective, shall be binding on all of the Investors, Management
Holders and Additional Stockholders."
5. The following Section 4.08 shall be added to the end of Article 4.
"4.08 Non-Affiliated Director.
(a) The Non-Affiliated Holders, to the extent that they have not previously
designated a nominee prior to the Effective Date (which previously designated
nominee shall be designated pursuant to the same requirements set forth in this
paragraph (a)), shall have the right to designate one nominee to serve on the
board of directors of the Company (the "Non-Affiliated Director"), which nominee
must be approved by Non-Affiliated Holders holding at least a majority of the
outstanding shares of investor Stock held by the Non-Affiliated Holders (a
"Non-Affiliated Holder Majority"). The Non-Affiliated Holder Majority shall
provide written notice of their designated nominee to the board of directors of
the Company and to SCANA, such notice specifying the representative of the
Non-Affiliated Holder Majority to whom the Company and SCANA should direct their
acceptance or rejection of the nominee. Within ten business days of receipt of
such written notice from the Non-Affiliated Holder Majority, the board of
directors of the Company and SCANA shall each provide written notice to the
designated representative of the Non-Affiliated Holder Majority of their
acceptance or rejection of the designated nominee. If either the board of
directors of the Company or SCANA reasonably rejects such nominee, the
Non-Affiliated Holders shall have the right to designate additional nominees
until a nominee is accepted by both the board of directors of the Company and
SCANA; provided that if the board of directors of the Company or SCANA
reasonably rejects the second nominee designated by a Non-Affiliated Holders
Majority as provided in this paragraph (a): (1) a Non-Affiliated Holder Majority
shall have the right thereafter, at any time prior to acceptance by the board of
directors of the Company and SCANA of any subsequent nominee, to engage, at the
sole expense of the Company, an internationally recognized director search firm
(the "Search Firm"), which firm shall designate three potential nominees; and
(2) if a Non-Affiliated Holder Majority approves one of such three designees,
the board of directors of the Company and SCANA shall not have the right to
reject the nominee so approved. Any nominee of a Non-Affiliated Holder Majority
designated to serve as the Non-Affiliated Director shall be "independent" within
the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended,
with respect to the Company and shall execute a non-disclosure agreement with
the Company. The date on which either (x) the board of directors of the Company
and SCANA accept a nominee designated by a Non-Affiliated Holder Majority or (y)
a Non-Affiliated Holder Majority approves a nominee designated by the Search
Firm, as provided herein, shall be referred to as the "Director Designation
Date."
(b) The board of directors of the Company shall take or cause to be taken
all such action within its power and authority as may be required to, effective
as of the later of (i) the Effective Date, if the Director Designation Date
occurs at least ten business days prior to the Effective Date and (ii) the tenth
business day after the Director Designation Date, expand the size of the board
of directors of the Company by one and appoint. the nominee of the
Non-Affiliated Holders designated as provided in paragraph (a) to fill the
vacancy created by the expansion of the board of directors of the Company.
(c) The board of directors of the Company shall nominate the Non-Affiliated
Director for re-election, or if not already appointed as provided in paragraph
(b), election, to the board of directors to serve for a three-year term
commencing at the first annual meeting of stockholders following the later of
(1) the Effective Date and (2) the Director Designation Date, and shall
recommend such election of the Non-Affiliated Director to the stockholders of
the Company.
(d) Each of the stockholders of the Company party to this Agreement (for so
long as such parties own any voting stock of the Company) shall vote all of
their shares of voting stock of the Company in favor of election of the
Non-Affiliated Director.
(e) The Non-Affiliated Director may be removed only for cause. Upon the
removal for cause, resignation, disability or death of such Non-Affiliated
Director, the board of directors of the Company shall be entitled to designate a
replacement for such Non-Affiliated Director.
(f) In addition to the requirements of Section 6.05(c) of this Agreement,
this Section 4.08 shall not be amended, waived, discharged or terminated except
by written instrument signed by the Company and the Non-Affiliated Holders
holding at least 75% of the outstanding shares of Investor Stock, on an
as-converted basis, held by all Non-Affiliated Holders, and any such amendment,
waiver, discharge or termination, whether retroactively or prospectively
effective, shall be binding on all of the Investors, Management Holders and
Additional Stockholders.
(g) Notwithstanding Section 6.10 of this Agreement, this Section 4.08 shall
not terminate upon the consummation of a Qualified Public Offering."
6. The references in the Agreement to Section 4.4.2(f) of the Amended
and Certificate of Incorporation of the Company are hereby amended to refer to
Section 4.5.2(b). All references in the Agreement to the "Amended and Restated
Certificate of Incorporation" are hereby amended to refer to the Amended and
Restated Certificate of Incorporation of the Company, as amended as of the
Effective Date.
7. Except as otherwise provided herein, all terms, provisions,
covenants, representations, warranties and conditions of the Agreement shall
remain unchanged and in full force and effect.
8. This Amendment shall be governed in all respects by the laws of the
State of Georgia as such laws are applied to agreements between Georgia
residents entered into and performed entirely in Georgia, except that the
General Corporation Law of the State of Delaware shall govern as to matters of
corporate law.
9. This Amendment shall become effective on the Effective Date, and
from and after the Effective Date, any reference to the Agreement shall be
deemed to be a reference to the Agreement as amended hereby. If the
Restructuring is not completed by December 31, 2002, this Amendment shall have
no force or effect.
10. Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Agreement.
11. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one
instrument.
12. Schedule A to this Amendment sets forth the names of the holders
of Investor Stock and the number of shares held by each as of the date hereof.
[SIGNATURE PAGES BEGIN ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth in the first paragraph hereof
KNOLOGY, INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: CFO
X. X. XXXXXXX XX, L.P.
By: X. X. XXXXXXX EQUITY PARTNERS IV, LLC
Its General Partner
By: /s/ Xxxxxxx Xxxxxxxx, Xx.
------------------------------------------------
Name: Xxxxxxx Xxxxxxxx, Xx.
Title: Managing Partner
VENTURE FUND I, LP
By: Venture Management I, GP
Its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title:
AT&T VENTURE FUND II, LP
By: Venture Management LLC
Its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title:
SPECIAL PARTNERS FUND, LP
By: Venture Management III LLC
Its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title:
SPECIAL PARTNERS FUND INTERNATIONAL, LP
By: Venture Management III LLC
Its General Partner
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title:
SOUTH ATLANTIC PRIVATE EQUITY FUND IV,
LIMITED PARTNERSHIP
By: South Atlantic Private Equity Partners IV, Inc.
Its General Partner
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
SOUTH ATLANTIC PRIVATE EQUITY FUND IV
(QP), LIMITED PARTNERSHIP
By: South Atlantic Private Equity Partners IV, Inc.
Its General Partner
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
THE XXXXXX PARTNERSHIP,
LIMITED PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: General Partner
THE XXXXXX PARTNERSHIP (QP),
LIMITED PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: General Partner
PRIME VIII, L.P.
By: PRIME SKA-1, L.L.C.,
Its General Partner
By: /s/ Xxxxxx Xxxxxx
------------------------------------------------
Name: Xxxxxx Xxxxxx
Title:
BLACKSTONE CCC CAPITAL PARTNERS L.P.
By: Blackstone Management Associates III L.L.C., its
General Partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Member
BLACKSTONE CCC OFFSHORE CAPITAL
PARTNERS L.P.
By: Blackstone Management Associates III L.L.C., its
General Partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Member
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP III L.P.
By: Blackstone Management Associates III L.L.C., its
General Partner
By: /s/ Xxxx Xxxxxxxx
------------------------------------------------
Name: Xxxx Xxxxxxxx
Title: Member
XXXXXX XXXXXXX XXXX XXXXXX EQUITY
FUNDING, INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Xxxxxx Xxxxxxx Xxxx Xxxxxx Equity
Funding, Inc.
MELLON VENTURES II, L.P.
By: MVMA II, L.P.
Its General Partner
By: MVMA, Inc.
Its General Partner
By: /s/ Xxx Xxxx
------------------------------------------------
Name: Xxx Xxxx
Title: Vice President
SCANA COMMUNICATIONS HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxx
------------------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Assistant Secretary
ITC TELECOM VENTURES, INC.
By: /s/ Xxxxxxx X. Xxxxx
------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title:
KITTY HAWK CAPITAL
LIMITED PARTNERSHIP, IV
By: Kitty Hawk Partners, LLC IV,
Its General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx, Xx.
------------------------------------------------
Name: Xxxxxx X. Xxxxxxxxx, Xx.
Title: Managing Member
PNC VENTURE CORP.
By: /s/ Xxxxx XxX Xxxxxxx
------------------------------------------------
Name: Xxxxx XxX Xxxxxxx
Title: Executive Vice President
WOOD STREET PARTNERS III
By: /s/ Xxxxx XxX Xxxxxxx
------------------------------------------------
Name: Xxxxx XxX Xxxxxxx
Title: Partner
/s/ Xxxxxxxx X. Xxxxxx, III
----------------------------------------------------
Xxxxxxxx X. Xxxxxx, III
Schedule A
Holders of Investor Stock
Number of As-Converted As-Converted
Series Shares Shares % of Total
------ ---------- ------------ ------------
Series A Exchange Holders:
Scana Communications Holdings Inc................... A 451,800 468,562 0.61%
Scana Communications Holdings Inc................... A 6,782,471 7,034,101 9.23%
Total Series A................................... 7,234,271 7,502,662 9.85%
Series B Investors:
Xxxxxxx X Xxxxxxx Xx................................ B 10,000 14,865 0.02%
AT&T Venture Fund II LP............................. B 185,684 276,019 0.36%
Bear Xxxxxxx Securities Corp Custodian.............. B 9,000 13,379 0.02%
Xxxxxxxx Xxxxxxx.................................... B 10,527 15,648 0.02%
Xxxxxxxx Xxxxxxx 2000 Trust......................... B 189,473 281,652 0.37%
Bessec Ventures X X X............................... B 168,421 250,358 0.33%
Bessemer Venture Partners X X X..................... B 252,632 375,537 0.49%
Blackstone CCC Capital Partners L.P................. B 5,029,244 7,475,971 9.81%
Blackstone CCC Offshore Capital Partners L.P........ B 907,598 1,349,144 1.77%
Blackstone Family Investment Partnership III L.P.... B 378,947 563,305 .74%
Xxxx X Xxxxxxx / SSB XXX Custodian.................. B 10,500 15,608 0.02%
Xxxxx X Xxxxxxxx Xx................................. B 4,200 6,243 0.01%
Xxxxxxx X Xxxxx..................................... B 5,000 7,433 0.01%
X X Xxxxxxx XX L P.................................. B 8,421,053 12,517,895 16.43%
Xxxxxx X Xxxx....................................... B 1,600 2,378 0.00%
Mellon Ventures II L P.............................. B 421,053 625,895 0.82%
Xxxxxxx X Xxxxxx.................................... B 10,000 14,865 0.02%
Xxxxxx Xxxxxxx Xxxx Xxxxxx Equity................... B 526,316 782,369 1.03%
Xxxxx X Xxxxxx...................................... B 64,000 95,136 0.12%
Prime VIII L P...................................... B 421,053 625,895 0.82%
Xxxxxx X Xxxxx...................................... B 3,200 4,757 0.01%
Xxxxxx X Xxxxxxx.................................... B 10,000 14,865 0.02%
South Atlantic Private Equity Fund IV LP............ B 663,158 985,784 1.29%
South Atlantic Private Equity Fund IV (QP) LP....... B 915,789 1,361,320 1.79%
Special Partners Fund International LP.............. B 182,059 270,631 0.36%
Special Partners Fund LP............................ B 32,677 48,574 0.06%
The Xxxxxx Partnership (QP) Limited................. B 157,895 234,711 0.31%
The Xxxxxx Partnership Limited...................... B 52,631 78,236 0.10%
Xxxxxx X Xxxxxxxx................................... B 10,526 15,647 0.02%
Venture Fund I LP................................... B 20,632 30,669 0.04%
Wachovia Capital Partners, LLC...................... B 2,105,263 3,129,473 4.11%
Total Series B .................................. 21,180,131 31,484,265 41.31%
Series C Investors:
Xxxxxx X. Xxxxx..................................... C 83,333 83,333 0.11%
Xxxx X. Xxxxx....................................... C 84,000 84,000 0.11%
Xxx X. Xxxx......................................... C 83,334 83,334 0.11%
Xxxxxxxx X. Xxxxxxx................................. C 5,000 5,000 0.01%
Xxxxxxxx Xxxxxxx ................................... C 320,000 320,000 0.42%
Xxxxxxx X. Xxxxxxxx................................. C 8,333 8,333 0.01%
Bessec Ventures V L.P............................... C 355,100 355,100 0.47%
Bessemer Venture Investors II L.P................... C 60,000 60,000 0.08%
Bessemer Venture Partners V L.P..................... C 314,900 314,900 0.41%
BIP 2001 L.P. ...................................... C 120,000 120,000 0.16%
Blackstone CCC Capital Partners LP ................. C 2,123,459 2,123,459 2.79%
Blackstone CCC Offshore Capital Partners LP ........ C 383,208 383,208 0.50%
- 13 -
Number of As-Converted As-Converted
Series Shares Shares % of Total
------ ---------- ------------ ------------
Blackstone Family Investment Partnership ........... C 160,000 160,000 0.21%
Xxxxx X. Xxxxxx..................................... C 3,300 3,300 0.00%
BE 2001 LLC......................................... C 8,677 8,677 0.01%
BE 2001(Q) LLC...................................... C 141,323 141,323 0.19%
Cable Constructors, Inc............................. C 100,000 100,000 0.13%
Xxxxxxxx X. Xxxxxx III.............................. C 333,333 333,333 0.44%
Xxxxx X. Xxxx....................................... C 10,000 10,000 0.01%
Xxxxxxx X. Xxxxxx................................... C 17,500 17,500 0.02%
Xxxxxxx X. Xxxxxx................................... C 17,000 17,000 0.02%
CMD Management...................................... C 83,333 83,333 0.11%
Council Xxxxxx, Jr.................................. C 33,500 33,500 0.04%
Xxxxx & Xxxxx Xxxxxxxx.............................. C 16,670 16,670 0.02%
Creekstand Partners, L.P............................ C 33,334 33,334 0.04%
CT Communications Northeast, Inc. .................. C 166,667 166,667 0.22%
X. Xxxxxx Xxxxxx.................................... C 133,334 133,334 0.17%
Xxxxx Xxxxx Sr...................................... C 83,333 83,333 0.11%
Xxxxxx & Xxxxxxxxx, LLC............................. C 33,333 33,333 0.04%
Xx. Xxxxxx X. Xxxxxxx............................... C 83,333 83,333 0.11%
Xxxxxx X. Xxxxxx.................................... C 20,000 20,000 0.03%
X. X. Xxxxx XX...................................... C 10,000 10,000 0.01%
Xxxxxxx Xxxxxxx Xxxxx............................... C 16,700 16,700 0.02%
Xxxxxx X. Xxxxxx.................................... C 30,000 30,000 0.04%
Xxxxxx X. Xxxxxx.................................... C 100,000 100,000 0.13%
H. XxXxxxx Xxxxxxx.................................. C 16,667 16,667 0.02%
Xxxxxx X. Xxxx...................................... C 100,000 100,000 0.13%
XXX for the benefit of Xxxxxx X. Xxxxxx............. C 35,000 35,000 0.05%
ITC Telecom Ventures, Inc. ......................... C 8,333,333 8,333,333 10.94%
J Cash.............................................. C 34,000 34,000 0.04%
X. Xxxxxx Childress................................. C 166,666 166,666 0.22%
X. X. Xxxxxxx XX, L.P. ............................. C 3,333,333 3,333,333 4.37%
X. Xxxxx Xxxxxx & Co., Inc.......................... C 100,000 100,000 0.13%
X. Xxxxx Xxxxxx XX.................................. C 70,000 70,000 0.09%
Xxxxx X. Xxxxxx, Xx................................. C 83,333 83,333 0.11%
Xxxxx X. Xxxxx, Xx.................................. C 3,500 3,500 0.00%
Xxxxx X. Xxxxxx..................................... C 35,000 35,000 0.05%
Xxxxx X. X'Xxxxx.................................... C 100,000 100,000 0.13%
Xxxxx X. Xxxxxxx.................................... C 39,665 39,665 0.05%
Xxxxxx X. Xxxxxxxx.................................. C 34,000 34,000 0.04%
Xxxxx X Xxxx........................................ C 85,000 85,000 0.11%
Xxxx X. Xxx......................................... C 33,333 33,333 0.04%
Xxxx Xxxxxxx........................................ C 33,333 33,333 0.04%
Xxxx X. Xxxx III.................................... C 33,334 33,334 0.04%
Xxxx X. Xxxx, Xx.................................... C 85,000 85,000 0.11%
Xxxxx Investment Company............................ C 83,500 83,500 0.11%
Kitty Hawk Capital Limited Partnership, IV ......... C 1,000,000 1,000,000 1.31%
Xxxxx Xxxxx Xxxxxxx................................. C 33,333 33,333 0.04%
Xxxx X. Xxxxxx...................................... C 83,333 83,333 0.11%
M Xxxxx............................................. C 34,000 34,000 0.04%
Xxx Xxxxxxx......................................... C 34,000 34,000 0.04%
Xxxx X. Xxxxx....................................... C 2,000 2,000 0.00%
Xxxx Xxxxxxxx....................................... C 333,333 333,333 0.44%
Xxxxxx X. Xxxxxxx................................... C 83,333 83,333 0.11%
Mellon Ventures II ................................. C 666,667 666,667 0.87%
Xxxxxxx Xxxxxxxxx................................... C 33,350 33,350 0.04%
Xxxxxxx X. Xxxx..................................... C 12,330 12,330 0.02%
Xxxxxx Xxxxxxx...................................... C 271,320 271,320 0.36%
Xxxxxxxx Xxxxxx..................................... C 10,000 10,000 0.01%
Xxxxx X. Xxxxxx..................................... C 34,000 34,000 0.04%
PNC Venture Corp ................................... C 2,765,333 2,765,333 3.63%
- 14 -
Number of As-Converted As-Converted
Series Shares Shares % of Total
------ ---------- ------------ ------------
Quantum Capital Partners, Inc. ..................... C 666,667 666,667 0.87%
R & T Xxxxxx........................................ C 27,000 27,000 0.04%
R Xxxxxx............................................ C 20,000 20,000 0.03%
X. Xxxxx Xxxxxx..................................... C 17,500 17,500 0.02%
X.X. Xxxxxx, Inc.................................... C 33,333 33,333 0.04%
Xxxxxxx X. Xxxxx, Xx................................ C 10,000 10,000 0.01%
Xxxxxxx X. Xxxxxxxxxxx, Xx.......................... C 66,667 66,667 0.09%
Xxxxxxx X. Xxxxxxxxxxx, Xx.......................... C 33,334 33,334 0.04%
Xxxxxxx X. Xxxxxxx.................................. C 73,062 73,062 0.10%
Xxxxxx X. Xxxxx..................................... C 2,000 2,000 0.00%
Xxxxxx X. Xxxx Xx................................... C 3,334 3,334 0.00%
Xxxxxx X. Xxxxxx.................................... C 34,000 34,000 0.04%
Xxxxxx X. Dir and Xxxx X. Dir....................... C 10,000 10,000 0.01%
Xxxxxx Xxxxxxxxx.................................... C 83,333 83,333 0.11%
SCANA Communications Holdings, Inc. ................ C 8,333,333 8,333,333 10.94%
Xxxxx Bridge Company, Inc........................... C 83,333 83,333 0.11%
Xxxxxx X. Xxxx...................................... C 34,000 34,000 0.04%
South Atlantic Private Equity Fund (QP) IV, LP...... C 386,667 386,667 0.51%
South Atlantic Private Equity Fund IV, LP........... C 280,000 280,000 0.37%
Xxxxxx X Xxxxxxxx MD................................ C 83,333 83,333 0.11%
Xxxxx X. Xxxxxxx.................................... C 83,333 83,333 0.11%
Xxxxx Xxxxxxxxxxx................................... C 3,333 3,333 0.00%
T Xxxxxx............................................ C 20,000 20,000 0.03%
X. X. Xxxxx, III.................................... C 8,334 8,334 0.01%
Tarpon Investments, LLC ........................... C 666,667 666,667 0.87%
Tchouticabouffa Capital, LLC (Xxxxxx X. Xxxxx)...... C 40,000 40,000 0.05%
The Xxxxxx Partnership (QP), Limited Partnership ... C 533,334 533,334 0.70%
The Xxxxxx Partnership, Limited Partnership ........ C 133,333 133,333 0.17%
Xxxxxx X. Xxxxxx.................................... C 10,000 10,000 0.01%
Xxxxxx Xxxxxx Xxxxx, Xx............................. C 83,334 83,334 0.11%
Xxxxxx X. Xxxxxxxx ................................. C 13,333 13,333 0.02%
Xxxxx EMC........................................... C 333,333 333,333 0.44%
X. X. Xxxxxxx III................................... C 33,333 33,333 0.04%
W. Xxxxx Xxxxxx..................................... C 17,500 17,500 0.02%
W. Xxxxx XxXxxxxx................................... C 8,333 8,333 0.01%
Wachovia Capital Partners, LLC...................... C 333,333 333,333 0.44%
Xxxxxx X. Xxxxxxxxxxx............................... C 33,334 33,334 0.04%
Xxxxxx X. Xxxxxxx................................... C 10,000 10,000 0.01%
Xxxxxxx Xxxxx Xxxxxxx............................... C 30,000 30,000 0.04%
Wood Street Partners III ........................... C 568,000 568,000 0.75%
Xxxxxxx Family Partnership Ltd...................... C 83,333 83,333 0.11%
Xxxxxxx Investments................................. C 83,500 83,500 0.11%
Total Series C .................................. 37,219,562 37,219,562 48.84%
Total Investor Stock.......................... 65,633,964 76,206,490 100.00%
- 15 -
