1 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of February 27, 1997, made by the Persons listed on the signature pages hereof (each a "Pledgor" and collectively the "Pledgors"; provided that "Pledgor" shall be deemed to include any other Person that...Pledge Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • California
1 EXHIBIT 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT PREAMBLE: THIS AMENDMENT, dated as of July 26, 1996 (this "Amendment") is made and entered into by and among MIDCOM COMMUNICATIONS INC., a Washington corporation ("MIDCOM"), for itself as a Borrower...Credit Agreement • November 14th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Illinois
1 EXHIBIT 10.8 [*] DESIGNATES MATERIAL FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED, WHICH MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION RESALE SOLUTIONS SWITCHED SERVICES AGREEMENT THIS AGREEMENT (the...Services Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Kansas
1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER STATE OR FEDERAL SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN A MANNER THAT WOULD VIOLATE THE...Midcom Communications Inc • May 15th, 1997 • Telephone communications (no radiotelephone)
BY AND BETWEEN MIDCOM COMMUNICATIONS INC., ADVAL, INC., ADVAL DATA CORPORATION, ADVANCED NETWORK DESIGN, CEL-TECH INTERNATIONAL CORP., AND PACNET INC. ANDLoan and Security Agreement • November 14th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • California
1- 2 "Adjusted Net Worth", with respect to Midcom, means the sum of (a) Midcom's net worth, plus (b) the aggregate principal amount of Midcom's Indebtedness in respect of the Subordinated Notes.Loan and Security Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone)
1 EXHIBIT 10.2 THIRD AMENDMENT TO CREDIT AGREEMENT Preamble: THIS AMENDMENT, dated as of August 21, 1996 (this "amendment") is made and entered into by and among MIDCOM COMMUNICATIONS INC., a Washington corporation ("MIDCOM"), for itself as a Borrower...Credit Agreement • November 14th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Illinois
AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT by and betweenLoan and Security Agreement • August 14th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • California
1 EXHIBIT 4.5 ================================================================= =============== 8 1/4% Convertible Subordinated Notes due 2003 REGISTRATION RIGHTS AGREEMENT Dated as of August 22, 1996Registration Rights Agreement • October 18th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • New York
1 ADDENDUM TO MASTER LEASE AGREEMENT DATED JANUARY 15, 1997 BETWEEN MIDCOM COMMUNICATIONS INC., AS LESSEE, AND COMDISCO, INC., AS LESSORMaster Lease Agreement • August 14th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone)
EMPLOYMENT AGREEMENT BETWEEN MIDCOM COMMUNICATIONS INC. AND WILLIAM H. OBERLINEmployment Agreement • November 14th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION The Agreement and Plan of Reorganization dated December 29, 1995 between MIDCOM Communications Inc., ADNET Telemanagement, Inc. and David Wiegand and Maria Wiegand (the "Agreement") is modified and...Agreement and Plan of Reorganization • January 16th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone)
AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • California
9 10 EXHIBIT 2.1 TO SETTLEMENT AGREEMENT AMENDMENTS TO NON-COMPETITION AGREEMENTS OF MARIA WIEGAND AND DAVE WIEGANDSettlement Agreement and Release • January 16th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
1 AGREEMENT NO. MC-10/96-DM PAGE 11 Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • North Carolina
1 EXHIBIT 4.3 MIDCOM COMMUNICATIONS INC. $85,000,000 8 1/4% Convertible Subordinated Notes due 2003 PURCHASE AGREEMENTRegistration Rights Agreement • October 18th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • New York
WITNESSETHConsulting Agreement • November 14th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
RELEASE AND SETTLEMENT AGREEMENTRelease and Settlement Agreement • March 18th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • New York
MIDCOM COMMUNICATIONS INC. IssuerIndenture • October 18th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • New York
1 2 4. Exercise. Subject to Sections 1 and 2 hereof and the Plan, this Option may be exercised in whole or in part at any time and from time to time by means of a written notice of exercise signed and delivered by the Optionee or a permitted...Stock Option Agreement • January 16th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
2 3 9. ENTIRE AGREEMENT. This Consulting Agreement sets forth the entire understanding between the parties and may not be amended except in writing signed by both parties.Consulting Agreement • January 16th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
MIDCOM COMMUNICATIONS INC., DBA ADNET TELEMANAGEMENT/DEALER AGREEMENTDealer Agreement • November 14th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
EXHIBIT 10.2 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF...Midcom Communications Inc • November 14th, 1997 • Telephone communications (no radiotelephone) • Washington
2. 3 any increase or decrease of the rate(s) of interest thereon with the agreement of such other Debtor;Suretyship Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone)
BACKGROUND1 Settlement Agreement and Release • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
1 MASTER FORBEARANCE AGREEMENT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. This Master Forbearance Agreement (the "Agreement") is made as...Master Forbearance Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
1 EXHIBIT 10.3 ASSIGNMENT AND DELEGATION - CONTRACT WHEREAS, MIDCOM Communications Inc., a Washington corporation ("Assignor") and Northern Telecom Inc., a Delaware corporation ("NT") are parties to the Network Products Purchase Agreement, Number...Midcom Communications Inc • May 15th, 1997 • Telephone communications (no radiotelephone)
Sprint DS-1 Private Line Agreement Volume PlanMidcom Communications Inc • May 15th, 1997 • Telephone communications (no radiotelephone)
CARRIER AGREEMENT BETWEEN MIDCOM COMMUNICATIONS INC. AND AT&T CORP.Midcom Communications Inc • January 16th, 1997 • Telephone communications (no radiotelephone) • New York
AMENDMENTS TO NON-COMPETITION AGREEMENTS OF MARIA WIEGAND AND DAVE WIEGANDMidcom Communications Inc • January 16th, 1997 • Telephone communications (no radiotelephone)
1 REVISED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
WITNESSETHConsulting Agreement • November 14th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
CARRIER AGREEMENT BETWEEN MIDCOM COMMUNICATIONS INC. AND AT&T CORP.Midcom Communications Inc • March 18th, 1997 • Telephone communications (no radiotelephone) • New York
RECITALS1 Trademark Security Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • California
