Exhibit 10.1.4
AMENDMENT NO. 1 TO
SHAREHOLDERS AGREEMENT
COASTAL COMMUNICATIONS, INC.
THIS AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT (this "Amendment")
entered into effective this 10th day of April, 2002, by and among Coastal
Communications, Inc., a Delaware corporation (the "Company"), and the persons
indicated on Exhibit A hereto (individually a "Shareholder") and collectively
the "Shareholders"). Capitalized terms used but not defined herein shall
have the meanings set forth in the Shareholders Agreement (as defined below).
RECITALS
WHEREAS, the Company and the Shareholders, other than Madison
River Telephone Company, LLC ("MRTC"), have entered into that certain
Shareholders Agreement, dated as of March 30, 2000 (the "Shareholders
Agreement");
WHEREAS, the Shareholders (other than Madison River LTD Funding
Corp.) have entered into that certain Exchange Agreement, dated as of April
5, 2002, pursuant to which, concurrently with the execution of this
Amendment, Xxxxxx X. Xxxxxx ("X. Xxxxxx"), G. Xxxxx Xxxxxx ("X. Xxxxxx") and
The Xxxxxxx X. Xxxxxx Life Trust (the "Trust", and together with X. Xxxxxx
and X. Xxxxxx, the "Xxxxxx Shareholders") each transferred (i) all of his/its
Series B Stock and 40 shares each of his/its Series A Stock to MRTC for (x)
those certain Term Note Nos. 1, 2 and 3 issued by MRTC, each in the principal
amount of $6,666,666.67 and (y) 18 million Class A Member Units in MRTC
issued at $1 per unit and (ii) 10 shares of Series A Stock to CCI for
$333,333.33 each;
WHEREAS, the Shareholders and the Company wish to amend the
Shareholders Agreement;
NOW, THEREFORE, in consideration of the premises, the mutual
promises of the parties hereto and the mutual benefits to be gained by the
performance thereof, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company, for its
successors and permitted assigns, and the Shareholders, for themselves, their
heirs, personal representatives and permitted assigns, hereby agree as
follows:
1. Exhibit A to the Shareholders Agreement is hereby amended
and restated in its entirety as set forth on Exhibit A to this Amendment to
reflect the issued and outstanding shares of Stock owned by the Shareholders
as of the date of this Amendment.
2. Section 1.23 of the Shareholders Agreement is amended and
restated in its entirety as follows:
1.23 [Reserved]
1
3. Section 3.06 of the Shareholders Agreement is amended and
restated in its entirety as follows:
3.06 Series A Call Right. The Company may at any time
require the Xxxxxx Shareholders to sell their Series A Stock to
the Company, in whole or in part, in redemption of such Series A
Stock (a "Series A Call Right") by the Company's making payment
to the Xxxxxx Shareholders in the amount of $33,333.33 per share
of Series A Stock so redeemed. A Series A Call Right shall be
exercised by the Company's giving written notice thereof to the
Xxxxxx Shareholders in accordance with the provisions of Section
6.02 and by making payment for such Series A Stock within 10 days
of providing such notice.
4. Section 3.07 of the Shareholders Agreement is hereby
amended and restated in its entirety as follows:
3.07 Series A Put Right.
(a) The Xxxxxx Shareholders may require the Company to
purchase their Series A Stock in accordance with the
schedule set forth on Exhibit C (each, a "Series A Put
Right"). A Series A Put Right shall be exercised by the
Xxxxxx Shareholders giving written notice thereof to the
Company, with a copy to the Series C Shareholder, in
accordance with the provisions of Section 6.02. Upon the
exercise of a Series A Put Right, the Company shall redeem
the applicable Series A Stock by making payment to the
Xxxxxx Shareholders in the amount of $33,333.33 per share
of Series A Stock so redeemed within 10 days of receiving
the written notice in connection therewith.
(b) A Series A Put Right may be exercised during a valid
exercise period set forth in Exhibit C only by the majority
consent of the Xxxxxx Shareholders, and the exercise of a
Series A Put Right under this Section 3.07(b) shall be
binding on all Xxxxxx Shareholders and permitted
transferees under Section 3.01 of the Shareholders
Agreement.
5. Section 3.08 of the Shareholders Agreement is hereby
amended and restated in its entirety as follows:
3.08 [Reserved]
6. Section 6.17 of the Shareholders Agreement is hereby
amended and restated in its entirety as follows:
6.17 [Reserved]
7. Exhibit B of the Shareholders Agreement is hereby deleted
in its entirety.
8. This Amendment shall be subject to and shall be governed by
and construed in accordance with the laws of the State of Delaware, without
giving effect to the principles of conflicts of law thereof.
2
9. This Amendment may be executed in counterparts, each of
which shall be deemed an original hereof but all of which together constitute
one and the same instrument.
10. Except as expressly set forth herein, the Amendment shall
not by implication or otherwise alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in
the Shareholders Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.
[The next page is the signature page.]
3
IN WITNESS WHEREOF, the Company and the Shareholders have executed this
Amendment effective as of the date and year first above written.
COMPANY:
--------
COASTAL COMMUNICATIONS, INC.
By: J. XXXXXXX XXXXXXXXXXX
---------------------------------
Name: J. Xxxxxxx Xxxxxxxxxxx
---------------------------------
Title: Chief Executive Officer
---------------------------------
SHAREHOLDERS:
-------------
MADISON RIVER LTD FUNDING CORP.
By: J. XXXXXXX XXXXXXXXXXX
---------------------------------
Name: J. Xxxxxxx Xxxxxxxxxxx
---------------------------------
Title: Chief Executive Officer
---------------------------------
MADISON RIVER TELEPHONE COMPANY, LLC
By: J. XXXXXXX XXXXXXXXXXX
---------------------------------
Name: J. Xxxxxxx Xxxxxxxxxxx
---------------------------------
Title: Chief Executive Officer
---------------------------------
XXXXXX X. XXXXXX (SEAL)
---------------------------------------
Xxxxxx X. Xxxxxx
G. XXXXX XXXXXX (SEAL)
---------------------------------------
G. Xxxxx Xxxxxx
XXXXXXX X. XXXXXX LIFE TRUST
By: XXXXXX X. XXXXXX
------------------------------------
Co-Trustee for Xxxxxxx X. Xxxxxx
By: G. XXXXX XXXXXX
------------------------------------
Co-Trustee for Xxxxxxx X. Xxxxxx
By: XXXXXX XXXXXXXXX, XX.
------------------------------------
Co-Trustee for Xxxxxxx X. Xxxxxx
4
Exhibit A
SHAREHOLDERS AGREEMENT
ISSUED AND OUTSTANDING CAPITAL STOCK
AS OF
April 10, 2002
Name of Shareholder Address Number of Shares Series of Stock
------------------- --------------------------- ---------------- ---------------
Xxxxxx X. Xxxxxx X.X. Xxx 000 50 Shares Series A
Xxxxxxxxxx, Xxxxxxx 00000
G. Xxxxx Xxxxxx P.O. Box 899 50 Shares Series A
Xxxxxxxxxx, Xxxxxxx 00000
The Xxxxxxx X. Xxxxxx C/o Xxxxxx X. Xxxxxxxxx, Xx. 50 Shares Series A
Life Trust X.X. Xxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Madison River LTD 000 Xxxxx Xxxxx Xxxxxx 2,700 Shares Series C
Funding Corp. Xxxxxx, XX 00000
Madison River Telephone 000 Xxxxx Xxxxx Xxxxxx 120 Shares Series A
Company, LLC Xxxxxx, XX 00000 300 Shares Series B
Coastal Communications, 000 Xxxxx Xxxxx Xxxxxx 30 Shares Series A
Inc. Xxxxxx, XX 00000 Redeemed
Exhibit C
SERIES A PUT RIGHT SCHEDULE
Name of Shareholder Number of Shares of Series A Stock
-------------------------------- ----------------------------------
Xxxxxx X. Xxxxxx 10 shares - May 31, 2003
10 shares - June 30, 2004
10 shares - July 31, 2005
10 shares - August 31, 2006
10 shares - September 30, 2007
G. Xxxxx Xxxxxx 10 shares - May 31, 2003
10 shares - June 30, 2004
10 shares - July 31, 2005
10 shares - August 31, 2006
10 shares - September 30, 2007
The Xxxxxxx X. Xxxxxx Life Trust 10 shares - May 31, 2003
10 shares - June 30, 2004
10 shares - July 31, 2005
10 shares - August 31, 2006
10 shares - September 30, 2007
