EXHIBIT 10.6
[executed]
Amendment No. 3
to
Transaction Agreement
This Amendment No. 3 ("Amendment") to the Transaction Agreement dated
as of July 8, 1998, as amended by Amendment No. 1 dated as of December 18, 1998
and Amendment No. 2 dated as of February 18, 1999, (the "Original Agreement") is
made as of May 14, 1999, among Choice One Communications Inc. (the
"Corporation"), Choice One Communications L.L.C. (the "LLC") and the persons
listed on the signature pages hereto that have executed a counterpart hereof.
WHEREAS, the initial holders of Investor Equity and Management Equity
entered into the Original Agreement on July 8, 1998 in connection with their
investments in the Corporation to be held initially through their ownership of
Units in the LLC;
WHEREAS, certain additional persons have become holders of Management
Equity pursuant to the terms of the Original Agreement subsequent to July 8,
1998; and
WHEREAS, the parties hereto desire to effect an amendment to the
Original Agreement to change the quorum requirement for action by the Board of
Directors of the Corporation;
WHEREAS, this Amendment requires the prior written consent of the
holders of at least 80% of the Investor Equity and Management Equity, consenting
as a single class (as well as the consent of each of Fleet, Xxxxxx-Xxxxxx and
MSCP);
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Amendment to Original Agreement. Section 5.03(c) of the
Original Agreement is hereby amended by deleting it in its entirety and
replacing it with the following:
"The required quorum for Board action shall be the presence at
a Board meeting of at least four directors; provided that (i) so long
as MSCP has the right to designate a director on the Board, a quorum
must include at least one director designated by MSCP and (ii) so long
as either Fleet or Xxxxxx-Xxxxxx has the right to designate a director
on the Board, a quorum must include at least one director designated by
either Fleet or Xxxxxx-Xxxxxx."
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.
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 Amendment.
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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.
/s/ Xxxxx X. Xxxxxx
By:----------------------------
President and Chief Executive Officer
Its:---------------------------
CHOICE ONE COMMUNICATIONS
L.L.C.
/s/ Xxxxx X. Xxxxxx
By: ---------------------------
Authorized Person
Its:---------------------------
MANAGEMENT MEMBERS
/s/ Xxxxx X. Xxxxxx
--------------------------------
Xxxxx X. Xxxxxx, as a Management
Member and as Chief Executive Officer
/s/ Xxx Xxxxxx-Xxx
--------------------------------
Xxx Xxxxxx-Xxx
/s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxxx
--------------------------------
Xxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
--------------------------------
Xxxxxx Xxxxxx
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/s/ Xxxxxxxxx Xxxxx
--------------------------------
Xxxxxxxxx Xxxxx
/s/ Xxxxxx Xxxxxxx
--------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxxxxx Xxxxxx
--------------------------------
Xxxxxxxx Xxxxxx
/s/ Xxxxx Xxxxxxx
--------------------------------
Xxxxx Xxxxxxx
/s/ Xxxx Xxxxxx
--------------------------------
Xxxx Xxxxxx
/s/ Xxxxx Xxxxx
--------------------------------
Xxxxx Xxxxx
/s/ Xxxxxxx Xxxxxxxxx
--------------------------------
Xxxxxxx Xxxxxxxxx
/s/ Xxxxxx X. Xxxx
--------------------------------
Xxxxxx X. Xxxx
/s/ Xxxxxxx X'Xxxxxx
--------------------------------
Xxxxxxx X'Xxxxxx
/s/ Xxxxxx Xxxxxxx
--------------------------------
Xxxxxx Xxxxxxx
/s/ Xxx Xxxxxxx
--------------------------------
Xxx Xxxxxxx
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INVESTOR MEMBERS
XXXXXX XXXXXXX CAPITAL PARTNERS III, L.P.
By MSCP III, L.P., its general partner
By Xxxxxx Xxxxxxx Capital Partners III,
Inc., its general partner
/s/ Xxxxxxx Xxxxxx
By ------------------------------
Managing Director
Its ------------------------------
/s/ Xxxx Xxxxxxxxxx
By ------------------------------
Principal
Its ------------------------------
MSCP III 892 INVESTORS, L.P.
By MSCP III, L.P., its general partner
By Xxxxxx Xxxxxxx Capital Partners III,
Inc., its general partner
/s/ Xxxxxxx Xxxxxx
By ------------------------------
Managing Director
Its ------------------------------
/s/ Xxxx Xxxxxxxxxx
By ------------------------------
Principal
Its ------------------------------
XXXXXX XXXXXXX CAPITAL
INVESTORS, L.P.
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By MSCP III, L.P., its general partner
By Xxxxxx Xxxxxxx Capital Partners III,
Inc., its general partner
/s/ Xxxxxxx Xxxxxx
By ------------------------------
Managing Director
Its ------------------------------
/s/ Xxxx Xxxxxxxxxx
By ------------------------------
Principal
Its ------------------------------
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XXXXXXXX PARTNERS III, L.P.
By Silverado III, L.P., its General Partner
By Silverado III Corp., its General Partner
/s/ Xxxxxx X. Xxx Xxxxx
By ------------------------------
Xxxxxx X. Xxx Xxxxx
Chairman & CEO
XXXXXXX PLAZA PARTNERS
/s/ Xxxxxx X. Xxx Xxxxx
By ------------------------------
Xxxxxx X. Xxx Xxxxx
Managing General Partner
FLEET VENTURE RESOURCES, INC.
/s/ Xxxxxx X. Xxx Xxxxx
By ------------------------------
Xxxxxx X. Xxx Xxxxx
Chairman & CEO
FLEET EQUITY PARTNERS VI, L.P.
By Fleet Growth Resources II, Inc., its
General Partner
/s/ Xxxxxx X. Xxx Xxxxx
By ------------------------------
Xxxxxx X. Xxx Xxxxx
Chairman & CEO
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XXXXXX-XXXXXX MEDIA PARTNERS, L.P.
By Xxxxxx Xxxxxx Media, L.L.C. its general
partner
/s/ Xxxxx Xxxxxxxxx
By ------------------------------
Chief Executive Officer
Its ------------------------------
FIRST UNION CAPITAL PARTNERS,
INC.
/s/ Xxxxxx Xxxxxx
By ------------------------------
Managing Partner
Its ------------------------------
XXXXX X. XXXXXXX
/s/ Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx
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