Exhibit 4.7
AMENDMENT
TO
VOTING AND TAG ALONG AGREEMENT
THIS AMENDMENT (this "Amendment") to the Voting and Tag Along Agreement
(the "Tag Along Agreement"), dated as of April 11, 2000, by and among the Class
B Stockholders and Investors who are parties thereto, is made and entered into
as of August 6, 2001, by and among the persons whose names appear on the
signature page of this Amendment.
W I T N E S S E T H :
WHEREAS, the parties to the Tag Along Agreement have agreed to amend it as
provided in Section 7(c) thereof in connection with the satisfaction by
Metacomm, LLC of obligations owed by it to US LEC Corp., a Delaware corporation;
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree to the following:
Section 1. Defined Terms. Capitalized terms used, but not otherwise
defined herein, have the meanings set forth in the Tag Along Agreement.
Section 2. Amendments. As of the date hereof, the Tag Along Agreement is
amended by deleting Section 5(f)(iii) thereof in its entirety and inserting in
lieu thereof the following language:
"(iii) if, after giving effect to such Sale, the Class B
Stockholders and their Permitted Transferees will continue to own in the
aggregate not less than 85% of the shares of Subject Common Stock held by
the Class B Stockholders as of April 11, 2000, after reducing the number
of such shares held by the Class B Stockholders as of April 11, 2000 by
2.0 million shares.
Section 3. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
Section 4. Governing Law. This Amendment shall be governed by and
construed and enforced in accordance with the law of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
as of the date first above written.
CLASS B STOCKHOLDERS:
/s/ ▇▇▇▇▇▇▇ ▇. Aab
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▇▇▇▇▇▇▇ ▇. Aab
MELRICH ASSOCIATES, L.P.
By: /s/ ▇▇▇▇▇▇▇ ▇. Aab
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▇▇▇▇▇▇▇ ▇. Aab, General Partner
By: /s/ ▇▇▇▇▇ ▇. Aab
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▇▇▇▇▇ ▇. Aab, General Partner
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
SUPER STAR ASSOCIATES LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Partner
▇▇▇▇ CAPITAL CLEC INVESTORS, L.L.C.
By: ▇▇▇▇ Capital Fund VI, L.P.,
its Administrative Member
By: ▇▇▇▇ Capital Partners VI, L.P.,
its General Partner
By: ▇▇▇▇ Capital Investors VI, Inc.,
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
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▇▇▇▇▇▇ ▇. ▇▇▇ EQUITY FUND IV, L.P.
By: THL Equity Advisors IV, LLC,
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇ ▇. ▇▇▇ FOREIGN FUND IV-B, L.P.
By: THL Equity Advisors IV, LLC,
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
▇▇▇▇▇▇ ▇. ▇▇▇ FOREIGN FUND IV, L.P.
By: THL Equity Advisors IV, LLC,
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
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