EXHIBIT 4.2
AMENDMENT NO. 7
TO
REGISTRATION RIGHTS AGREEMENT
This Amendment No. 7 ("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, by Amendment
No. 5 dated as of November 9, 2001 and by Amendment No. 6 dated May 22, 2002
(the "ORIGINAL AGREEMENT"), is made as of September 13, 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, the Corporation, the MSDWCP IV Funds and other parties thereto
have entered into a Third Amended and Restated Credit Agreement and a Warrant
Issuance Agreement, each dated as of the date hereof, pursuant to which, among
other things, the MSDWCP IV Funds will receive warrants exercisable for shares
of Common Stock.
NOW, THEREFORE, the parties hereto hereby amend the Original Agreement
as follows:
SECTION 1. AMENDMENT TO DEFINITION. 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, (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, and (5) the Warrants No. 1, 2 and 3, each dated September
13, 2002, issued by the Corporation to each of the three MSDWCP IV
Funds, respectively, as adjusted from time to time."
SECTION 2. CONSENT TO REGISTRATION RIGHTS. The Holders hereby consent
to the granting by the Corporation of the registration rights affected by
Amendment No. 1 to the Equity Registration Rights Agreement dated as of the date
hereof among the Corporation and the warrantholders listed on the signature
pages thereto.
SECTION 3. OTHER DEFINED TERMS. Capitalized terms used in this
Amendment and not otherwise defined are used as defined in the Original
Agreement.
SECTION 4. 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 5. 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.
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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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name:▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:Chairman & CEO
MANAGEMENT HOLDERS
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as a Management Member and as Chief
Executive Officer of Choice One Communications Inc.
/s/ ▇▇▇ ▇▇▇▇▇▇-▇▇▇
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▇▇▇ ▇▇▇▇▇▇-▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇▇
INVESTOR HOLDERS
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL PARTNERS III, L.P.
By: MSCP III, LLC, its general partner
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital Partners III, Inc., its
Member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
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MSCP III 892 INVESTORS, L.P.
By: MSCP III, LLC, its general partner
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital Partners III, Inc., its
Member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CAPITAL INVESTORS, L.P.
By: MSCP III, LLC, its general partner
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Capital Partners III, Inc., its
Member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
CAPITAL PARTNERS IV, L.P.
By: MSDW Capital Partners IV, LLC, its general partner
By: MSDW Capital Partners IV, Inc., its Member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL INVESTORS IV, L.P.
By: MSDW Capital Partners IV, LLC, its general partner
By: MSDW Capital Partners IV, Inc., its Member
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇▇▇ PARTNERS III, L.P.
By: Silverado III, L.P., its General Partner
By: Silverado III Corp., its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇
Title: Chairman & CEO
▇▇▇▇▇▇▇ PLAZA PARTNERS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇
Title: Managing General Partner
FLEET VENTURE RESOURCES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇
Title: Under Power of Attorney dated 8/4/00
FLEET EQUITY PARTNERS VI, L.P.
By: Silverado IV Corp., its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇
Title: Chairman & CEO
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▇▇▇▇▇▇-▇▇▇▇▇▇ MEDIA PARTNERS, L.P.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Media, L.L.C. its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
