Amendment to Voting and Tag Along Agreement among Class B Stockholders, Investors, and Metacomm, LLC

Summary

This amendment, dated August 6, 2001, modifies the Voting and Tag Along Agreement originally signed on April 11, 2000, among the Class B Stockholders and Investors. The amendment changes the terms regarding the minimum ownership percentage of Class B Stockholders after certain sales of shares, specifically requiring that they retain at least 85% of their original shares (after a 2 million share reduction). The amendment is made in connection with Metacomm, LLC's obligations to US LEC Corp. and is governed by Delaware law.

EX-4.7 5 dex47.txt AMENDMENT TO VOTING AND TAG ALONG AGREEMENT 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/ Richard T. Aab -------------------------------------------- Richard T. Aab MELRICH ASSOCIATES, L.P. By: /s/ Richard T. Aab ----------------------------------------- Richard T. Aab, General Partner By: /s/ Joyce M. Aab ----------------------------------------- Joyce M. Aab, General Partner /s/ Tansukh V. Ganatra -------------------------------------------- Tansukh V. Ganatra SUPER STAR ASSOCIATES LIMITED PARTNERSHIP By: /s/ Tansukh V. Ganatra ----------------------------------------- Tansukh V. Ganatra, General Partner BAIN CAPITAL CLEC INVESTORS, L.L.C. By: Bain Capital Fund VI, L.P., its Administrative Member By: Bain Capital Partners VI, L.P., its General Partner By: Bain Capital Investors VI, Inc., its general partner By: /s/ Michael A. Krupka ----------------------------------------- Name: Michael A. Krupka Title: Managing Director 2 THOMAS H. LEE EQUITY FUND IV, L.P. By: THL Equity Advisors IV, LLC, its general partner By: /s/ Anthony J. DiNovi ----------------------------------------- Name: Anthony J. DiNovi Title: Managing Director THOMAS H. LEE FOREIGN FUND IV-B, L.P. By: THL Equity Advisors IV, LLC, its general partner By: /s/ Anthony J. DiNovi ----------------------------------------- Name: Anthony J. DiNovi Title: Managing Director THOMAS H. LEE FOREIGN FUND IV, L.P. By: THL Equity Advisors IV, LLC, its general partner By: /s/ Anthony J. DiNovi ----------------------------------------- Name: Anthony J. DiNovi Title: Managing Director 3