EXHIBIT 10.1.1
FIRST AMENDMENT
TO
CONTRIBUTION AND STOCK PURCHASE AGREEMENT
This First Amendment ("First Amendment") to the Contribution and Stock
Purchase Agreement, dated November 23, 1999 ("Agreement"), is made and entered
into this 20/th/ day of March 2000 by, between and among MADISON RIVER TELEPHONE
COMPANY, LLC, a Delaware limited liability company ("WRTC"), COASTAL
CONMMUNICATIONS, LLC, a Delaware limited liability company ("CCLLC") (MRTC and
CCLLC are collectively referred to as the "Buyers"); XXXXXX X. XXXXXX, G. XXXXX
XXXXXX and THE XXXXXXX X. XXXXXX LIFE TRUST (collectively the "Sellers") and
COASTAL UTILITIES, INC. a Georgia corporation (the "Company").
WHEREAS, the parties have entered into the Agreement, and
WHEREAS, the parties wish to amend the Agreement to further define certain
understandings and obligations of the parties.
NOW, THEREFORE, in consideration of the promises and mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, Buyers, Sellers, and the
Company hereby amend the Agreement as follows:
1. The Agreement is amended by deleting Section 2(e)(v) in its entirety and
inserting the following; thereby causing Section 2(e)(v) to read in its entirety
as follows:
"(v) Reserved."
2. The Agreement is amended by adding the Mowing Section 8(b)(iv):
"8(b)(iv). Each of the Sellers agrees to indemnify the Buyer from and
against the entirety of any Adverse Consequences the Buyer may suffer resulting
from, arising out of, relating to, in the nature of, or caused by any Liability
of any of the Company and its Subsidiaries (x) for any Adverse Consequences or
any Liability incurred by the Buyer or the Company relating in any respect to
matters which should or would have been made known to or available to Buyer from
a review of the minutes of the Company for the calendar years beginning in 1991
and ending in 1995. Matters to be indemnified under this section include, but
are not limited to, any obligations, commitments or Liabilities of the Company
which should have been included in such minutes, any issuance of securities not
disclosed to Buyer, and any potential, pending or threatened litigation or
administrative or governmental proceedings; and (y) for any Adverse Consequences
or Liabilities relating in any respect to the inaccuracy of the amount of access
revenues disclosed by Sellers to Buyer prior to or in connection with closing,
whether as an undisclosed liability, an adjustment to the historical financial
statements, any retroactive
adjustment to the Company's regulatory tariffs, or a past failure to comply with
any local, state or federal applicable law (including rules, regulations, codes,
plans, injunctions, judgments, orders, decrees, rulings and charges
thereunder)."
[The Next Page is the Signature Page]
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to the Agreement on the date first written.
BUYERS
MADISON RIVER TELEPHONE
TELEPHONE COMPANY, LLC
By: XXXX X. XXXX
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Its: MANAGING DIRECTOR-CHIEF
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FINANCIAL OFFICER
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Attested by: XXXX XXXXXXXX
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COASTAL COMMUNICATIONS, INC.
By: XXXX X. XXXX
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Its: CHAIRMAN AND CHIEF EXECUTIVE
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OFFICER
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Attested by: XXXX XXXXXXXX
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SELLERS
XXXXXX X. XXXXXX
XXXXXX X. XXXXXX (SEAL)
--------------------
G. XXXXX XXXXXX
G. XXXXX XXXXXX (SEAL)
---------------------
THE XXXXXXX X. XXXXXX LIFE TRUST
By: G. XXXXX XXXXXX
------------------------
G. Xxxxx Xxxxxx, Trustee
By: XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx, Trustee
By: XXXXXX X. XXXXXXXXX, XX.
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Xxxxxx X. Xxxxxxxxx, Xx., Trustee
COASTAL UTILITIES, INC.
By: XXXXX X. XXXXXXX
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Its: PRESIDENT
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