FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT
and
CONSENT TO PERMITTED TRANSFEREES BY SERIES E HOLDERS
This First Amendment to Stockholders Agreement (this "First Amendment"),
dated as of June 13, 2000, by and among (i) Actel Integrated Communications,
Inc., an Alabama corporation (the "Company"), (ii) the Purchasers (the "Series E
Investors") listed on Schedule 1 to the Stock Purchase Agreement dated as of
April 5, 2000, (iii) the holders of the Company's common stock, without par
value per share (the "Common Stock"), listed on the signature pages hereto (the
"Common Stockholders") and (iv) the other holders of Series A Preferred Stock,
Series B Preferred Stock or Series D Preferred Stock of the Company listed on
the signature pages hereto (the "Other Preferred Stockholders"; together with
the Series E Investors, the Common Stockholders and such other Persons party to
the Stockholders Agreement pursuant to its terms, the "Stockholders").
WHEREAS, the Stockholders executing this First Amendment desire to set
forth their mutual agreement regarding an amendment of the Stockholders
Agreement;
WHEREAS, the Stockholders Agreement provides at section 5.3 that the
Stockholders Agreement can be amended by (i) the holders of at least a majority
of the Preferred Stock issued to the Series E Investors under the Stock Purchase
Agreement, (ii) the holders of at least a majority of the Common Stockholder
Shares and (iii) the holders of at least a majority of the shares held by the
Other Preferred Stockholders;
WHEREAS, the consent of Sandler Capital Partners IV, L.P., Sandler Capital
Partners IV FTE, LP., Sandler Co-Investment Partners, L.P., and DB Capital
Investors, LP ("Series E Holders") must be obtained pursuant to the Stockholders
Agreement as a condition to the transfer of any shares of Series A Preferred
Stock ("Series A Shares") by Murdock Communications Corporation to any
transferee; and
WHEREAS the Series E Holders desire to acknowledge their consent to the
transfer of the Series A Shares the proposed transferees set forth on Exhibit
"A" attached hereto by executing this First Amendment.
NOW, THEREFORE, In consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties signatory hereto, being the number of Stockholders
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required by the Stockholders Amendment to amend the Stockholders Agreement,
intending to amend the Stockholders Agreement as herein set forth, agree as
follows:
1. Amendment. Section 2.1 of the Stockholders Agreement is amended by
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deleting the reference in section 2.1(b)(i) thereof to "May 29, 2000" and by
inserting in lieu thereof "July 15, 2000."
2. Counterparts. This First Amendment may be in two or more
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counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.
3. Consent. The Series E Holders hereby consent to the transfer of the
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Series A Shares the proposed transferees set forth on Exhibit "A" attached
hereto.
4. Proxy. MCC hereby provides to John A. Beck and Daniel J. Shapiro
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the irrevocable proxy attached hereto as Exhibit "B" to vote its shares to cause
the merger described therein.
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<PAGE>
ACTEL INTEGRATED
COMMUNICATIONS, INC.
By:
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Name:
Title:
SERIES E INVESTORS:
SANDLER CAPITAL PARTNERS IV, L.P.
By: SANDLER INVESTMENT PARTNERS, L.P.,
General Partner
By: SANDLER CAPITAL MANAGEMENT,
General Partner
By: MJDM Corp., General Partner
By:
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Edward G. Grinacoff
President
SANDLER CAPITAL PARTNERS IV FTE, L.P.
By: SANDLER INVESTMENT PARTNERS, L.P.,
General Partner
By: SANDLER CAPITAL MANAGEMENT,
General Partner
By: MJDM Corp., General Partner
By:
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Edward G. Grinacoff
President
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WAYNE WRIGHT, an individual
SERIES B PREFERRED STOCK:
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WAYNE WRIGHT, an individual
SERIES D PREFERRED STOCK:
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WILLIAM L. HALE, an individual
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ALAN HOLT, an individual
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<PAGE>
Signature Page to
Actel Integrated Communications, Inc.
Stockholders Agreement
SERIES A PREFERRED STOCKHOLDERS
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Investor
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Investor
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