UNDERWRITING AGREEMENTMGC Communications Inc • February 4th, 2000 • Telephone communications (no radiotelephone) • New York
160,000,000 13% Senior Secured Notes due 2004Registration Rights Agreement • October 28th, 1997 • MGC Communications Inc • New York
BY AND BETWEENSecurities Purchase Agreement • May 17th, 1999 • MGC Communications Inc • Telephone communications (no radiotelephone) • Rhode Island
and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Rights AgentRights Agreement • March 8th, 2001 • Mpower Communications Corp • Telephone communications (no radiotelephone) • Nevada
ARTICLE I. DEFINITIONSStockholders Agreement • January 7th, 1998 • MGC Communications Inc • Telephone communications (no radiotelephone) • Nevada
1 EXHIBIT 10.7 WARRANT AGREEMENT Dated as of September 29, 1997Warrant Agreement • October 28th, 1997 • MGC Communications Inc • New York
3 4 capital stock of the Subsidiaries, neither the Company nor any Subsidiary owns or holds any interest in any corporation, partnership, trust or association, joint venture or other entity.Underwriting Agreement • February 4th, 2000 • MGC Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 1.1 __________ Shares MGC COMMUNICATIONS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 1999 • MGC Communications Inc • Telephone communications (no radiotelephone) • New York
ARTICLE I DefinitionsSecurity Agreement • October 28th, 1997 • MGC Communications Inc • New York
EXHIBIT 4.3 MGC COMMUNICATIONS, INC. MPOWER HOLDING CORPORATION 13% SENIOR NOTES DUE 2010Indenture • May 10th, 2000 • MGC Communications Inc • Telephone communications (no radiotelephone) • New York
1 Exhibit 4.7 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement"), entered into this _____ day of _____, 1999 is made by and among (i) MGC Communications, Inc., a Nevada...Registration Rights Agreement • December 28th, 1999 • MGC Communications Inc • Telephone communications (no radiotelephone) • Nevada
Exhibit 10.22 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2000 • MGC Communications Inc • Telephone communications (no radiotelephone) • Rhode Island
3 4 5. Delivery of the Shares and Payment Therefor. Delivery to the Representatives of and payment for the Firm Shares shall be made at the office of Kronish, Lieb, Weiner & Hellman LLP, 1114 Avenue of the Americas, New York, NY 10036, at 10:00 a.m.,...Underwriting Agreement • May 11th, 1998 • MGC Communications Inc • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENT TO LEASELease • March 24th, 1999 • MGC Communications Inc • Telephone communications (no radiotelephone)
1 EXHIBIT 10.1Security Agreement • January 7th, 1998 • MGC Communications Inc • Telephone communications (no radiotelephone) • New York
RECITALSStock Pledge Agreement • March 30th, 2000 • MGC Communications Inc • Telephone communications (no radiotelephone) • Nevada
and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Rights AgentRights Agreement • December 15th, 2000 • Mpower Communications Corp • Telephone communications (no radiotelephone) • Nevada
AMONGSecurities Purchase Agreement • March 31st, 1998 • MGC Communications Inc • Telephone communications (no radiotelephone) • New York
160,000 Units Consisting of $160,000,000 of 13% Senior Secured Notes due 2004 and Warrants to Purchase 1,291,200 Shares of Common StockMGC Communications Inc • October 28th, 1997
FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE dated as of May 31, 2000, between MGC COMMUNICATIONS, INC., a corporation duly organized and existing under the laws of Nevada (hereinafter called the "Company"), and HSBC Bank USA (successor...First Supplemental Indenture • June 2nd, 2000 • MGC Communications Inc • Telephone communications (no radiotelephone) • New York
1 Exhibit 10.20 STANDARD OFFICE LEASE AGREEMENT This Lease between CHEYENNE INVESTMENTS L.L.C., a Nevada Limited Liability Company, ("Landlord"), and MGC COMMUNICATIONS, INC., a Nevada Corporation, ("Tenant"), is dated March 25, 1999. 1. LEASE OF...Office Lease Agreement • March 30th, 2000 • MGC Communications Inc • Telephone communications (no radiotelephone)
BETWEENLease Agreement • March 30th, 2000 • MGC Communications Inc • Telephone communications (no radiotelephone)
1 EXHIBIT 10.2 Employee: NIELD J. MONTGOMERY Address: 9975 Parvin Street Las Vegas, Nevada 89123Stock Repurchase Agreement • October 28th, 1997 • MGC Communications Inc • Nevada
Exhibit 4.8 AMENDED AND RESTATED SECURITYHOLDERS' AGREEMENT THIS AMENDED AND RESTATED SECURITYHOLDERS' AGREEMENT is made as of ________, 1999, by and among MGC Communications, Inc., a Nevada corporation (the "Company"), the Institutional Investors (as...Securityholders' Agreement • December 28th, 1999 • MGC Communications Inc • Telephone communications (no radiotelephone) • Nevada
ARTICLE ONE AMENDMENTS TO ORIGINAL INDENTURE, AS AMENDED AND SUPPLEMENTED BY THE FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • November 13th, 2001 • Mpower Communications Corp • Telephone communications (no radiotelephone) • New York
Exhibit 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 1st day of November, 1999, by and between MGC COMMUNICATIONS, INC., a Nevada corporation (the "Company") and NIELD J. MONTGOMERY...Employment Agreement • March 30th, 2000 • MGC Communications Inc • Telephone communications (no radiotelephone) • Nevada
WITNESSETHCollateral Pledge and Security Agreement • October 28th, 1997 • MGC Communications Inc • New York
1 EXHIBIT 10.11 --------------------------------------------------------------- ----------------- SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 7th, 1998 • MGC Communications Inc • Telephone communications (no radiotelephone) • New York
Exhibit 8.1MGC Communications Inc • May 25th, 2000 • Telephone communications (no radiotelephone)
1 EMPLOYMENT AND STOCK REPURCHASE AGREEMENT THIS EMPLOYMENT AND STOCK REPURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 20th day of March, 1998, by and between MGC COMMUNICATIONS, INC., a Nevada corporation (the "Company") and...Employment and Stock Repurchase Agreement • April 21st, 1998 • MGC Communications Inc • Telephone communications (no radiotelephone) • Nevada
ARTICLE I. DEFINITIONSPreferred Stock Registration Rights Agreement • May 17th, 1999 • MGC Communications Inc • Telephone communications (no radiotelephone) • Nevada
1 EXHIBIT 10.4 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 29th day of August, 1997, by and between MGC COMMUNICATIONS, INC., a Nevada corporation (the "Company") and MITCHELL ALLEE...4 Stock Purchase Agreement • October 28th, 1997 • MGC Communications Inc • Nevada
1 EXHIBIT 4.2 MGC COMMUNICATIONS, INC. SHARE OPTION AGREEMENT THIS SHARE OPTION AGREEMENT (the "Agreement") is made and entered into as of DATE between MGC Communications, Inc., a Nevada corporation (the "Company") and EMPLOYEE NAME the "Optionee")....Share Option Agreement • July 30th, 1998 • MGC Communications Inc • Telephone communications (no radiotelephone) • Nevada
AMENDMENT OF RIGHTS AGREEMENT AND CERTIFICATION OF COMPLIANCE WITH SECTION 26Rights Agreement • October 17th, 2001 • Mpower Communications Corp • Telephone communications (no radiotelephone)
1 EXHIBIT 10.9 PRIVATE PLACEMENT BANK ESCROW AGREEMENT This Bank Escrow Agreement is made and entered into as of this ___ day of September, 1997, by and among MGC COMMUNICATIONS, INC., a Nevada corporation (the "Company"), MARINE MIDLAND BANK, as...Private Placement Bank Escrow Agreement • October 28th, 1997 • MGC Communications Inc • New York
