COMMON STOCKBirch Telecom Inc /Mo • April 14th, 2000 • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 10.17 LEASE AGREEMENT THIS LEASE AGREEMENT ("LEASE") is made and entered into between Francor, L.L.C. ("LANDLORD"), and Birch Telecom, Inc. ("TENANT"), as of the 20th day of July, 1998. WITNESSETH: In consideration of the obligation of...Lease Agreement • May 7th, 1999 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Missouri
1 Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of February 10, 1998 by BIRCH TELECOM, INC., a Delaware corporation (the "Company"), and GREGORY C. LAWHON, an individual (the "Employee"). The Company and the...Employment Agreement • September 18th, 1998 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Missouri
BY AND AMONGStock Purchase Agreement • May 15th, 2001 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • New York
Exhibit 10.4 AMENDED EMPLOYMENT AGREEMENT THIS AMENDED EMPLOYMENT AGREEMENT (this "Agreement") is made as of October 7, 1999 by BIRCH TELECOM, INC., a Delaware corporation (the "Company"), and GREGORY C. LAWHON, an individual (the "Employee"). The...Employment Agreement • March 23rd, 2000 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Missouri
2. 3 1.5 CERTAIN DEFINITIONS. The Series B Preferred Shares and Subordinated Notes are sometimes individually referred to as a "New Security" and, collectively, as the "New Securities." The Common Shares, Series C Preferred Shares and New Securities...Securities Purchase Agreement • September 18th, 1998 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Missouri
2 3 maintenance of such Exchange Offer Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Company to the...Registration Rights Agreement • September 18th, 1998 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • New York
Execution Copy SAVILLE SYSTEMS INC Software License Agreement BIRCH TELECOM, INC. 1000 Walnut, Suite 1220 Kansas City, Missouri 64106 Thank you for choosing SAVILLE SYSTEMS INC. ("Saville"). The terms appearing below and on the attached Schedule A,...Software License Agreement • October 13th, 1998 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Massachusetts
1 Exhibit 10.9 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement is made as of May 28, 1998, among BIRCH TELECOM, INC., a Delaware corporation ("Buyer"), TELESOURCE COMMUNICATIONS, INC., a Kansas corporation (the "Company"), and MICHAEL W. HICKS...Stock Purchase Agreement • September 18th, 1998 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Kansas
dated as ofGuarantee and Collateral Agreement • March 23rd, 2000 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • New York
BIRCH TELECOM, INC. Common Stock, Par Value $0.001 Per Share ------------------------------------------------------------------------------Birch Telecom Inc /Mo • March 31st, 2000 • Telephone communications (no radiotelephone)
TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.
AMENDMENT NO. 2 TO INTERCONNECTION AGREEMENT BY AND BETWEEN SOUTHWESTERN BELL TELEPHONE COMPANY AND BIRCH TELECOM OF TEXAS LTD., L.L.P.Interconnection Agreement • August 14th, 2000 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone)
1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of February 10, 1998 by BIRCH TELECOM, INC., a Delaware corporation (the "Company"), and STEPHEN L. SAUDER, an individual (the "Employee"). The Company and the...Employment Agreement • September 18th, 1998 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Missouri
1 EXHIBIT 10.15 INCENTIVE STOCK OPTION AGREEMENT This INCENTIVE STOCK OPTION AGREEMENT is made as of _____________, 199__, between BIRCH TELECOM, INC., a Delaware corporation (the "Company"), and [NAME], an individual ("Optionee"). The Company has...Incentive Stock Option Agreement • May 7th, 1999 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone)
AMENDMENT NO. 2Birch Telecom Inc /Mo • May 15th, 2001 • Telephone communications (no radiotelephone)
PAGE 1 OF 33 RESALE AGREEMENT BETWEEN SOUTHWESTERN BELL TELEPHONE COMPANY AND BIRCH TELECOM OF MISSOURI, INC. This Agreement is between Southwestern Bell Telephone Company ("SWBT"), a Missouri corporation, and Birch Telecom of Missouri, Inc. ("LSP")...Resale Agreement • September 18th, 1998 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Missouri
i 3 17.5 Benefits of Pledge Agreement ................................... 18 17.6 Amendments, Waivers and Consents ............................... 18 17.7 Interpretation of Agreement .................................... 18 17.9 Survival Provisions...Collateral Pledge and Security Agreement • September 18th, 1998 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 10.8 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement is made as of May 21, 1998, among BIRCH TELECOM, INC., a Delaware corporation ("Buyer"), DUNN & ASSOCIATES, INC., a Kansas corporation d/b/a Boulevard Phone Co. (the "Company"), and...Stock Purchase Agreement • September 18th, 1998 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Kansas
BETWEENGeneral Agreement • November 17th, 1998 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone)
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 18th, 1998 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Missouri
1 EXHIBIT 10.16 NONSTATUTORY STOCK OPTION AGREEMENT This NONSTATUTORY STOCK OPTION AGREEMENT is made February ___, 1998, between BIRCH TELECOM, INC., a Delaware corporation (the "Company"), and [___________________], an individual ("Optionee"). The...Nonstatutory Stock Option Agreement • May 7th, 1999 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone)
1 PLEASE NOTE: CERTAIN TERMS CONTAINED HEREIN (REPRESENTED BY A "****") HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH TERMS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.Birch Telecom Inc /Mo • November 17th, 1998 • Telephone communications (no radiotelephone) • Massachusetts
EXHIBIT 10.24 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is entered into this 5th day of August, 1999 by and between BIRCH TELECOM, INC., a Delaware corporation (the "Corporation"), and DAVID W. VRANICAR...Employment Agreement • November 15th, 1999 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone)
EXHIBIT 10.33 INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996General Terms • August 14th, 2000 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Ohio
TABLE OF CONTENTSPurchasers Rights Agreement • May 15th, 2001 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • New York
BY AND AMONGRecapitalization Agreement • May 15th, 2001 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Missouri
GENERAL TERMS AND CONDITIONS - KS PAGE 1 OF 50 SWBT/BIRCH TELECOM OF KANSAS, INC. 100198 INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996 BY AND BETWEEN SOUTHWESTERN BELL TELEPHONE COMPANYGeneral Terms and Conditions • March 31st, 1999 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Kansas
RECITALSPurchasers Rights Agreement • September 18th, 1998 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Missouri
AGREEMENTAgreement • November 14th, 2000 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Georgia
THIS AGREEMENT is made by and between BellSouth Telecommunications, Inc., ("BellSouth"), a Georgia corporation, and Birch Telecom of the South, Inc. ("Birch"), a Delaware corporation, and shall be deemed effective as of the date of signatures by both parties. This Agreement may refer to either BellSouth or Birch or both as a "Party" or "Parties."
Interconnection Agreement-MO (M2A) General Terms and Conditions Page ii 021601Interconnection Agreement - Missouri • August 14th, 2001 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Missouri
RECITALS1 • November 15th, 1999 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • New York
AMENDMENT NUMBER 1Purchasers Rights Agreement • March 23rd, 2000 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone)
RESALE AGREEMENT (MO, KS & AR) PAGE 1 OF 2 SWBT/LSP F307 RESALE AGREEMENT BETWEEN SOUTHWESTERN BELL TELEPHONE COMPANY AND VALU-LINE OF KANSAS TABLE OF CONTENTS I. DESCRIPTION AND CHARGES FOR SERVICES ........................... 1 II. TERMS AND...Binding Arbitration Agreement • September 18th, 1998 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone) • Kansas
AMENDMENT NO. 1 TO INTERCONNECTION AGREEMENT BY AND BETWEEN SOUTHWESTERN BELL TELEPHONE COMPANY AND BIRCH TELECOM OF KANSAS, INC.Interconnection Agreement • August 14th, 2000 • Birch Telecom Inc /Mo • Telephone communications (no radiotelephone)
AMENDMENT NO. 1Birch Telecom Inc /Mo • November 14th, 2000 • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1 dated as of October 30, 2000 to the Credit Agreement referred to below, between BIRCH TELECOM, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"); BIRCH TELECOM fINANCE, INC., a Delaware corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower"); each of the lenders that is a signatory hereto (individually, a "Lender" and, collectively, the "Lenders"); and LEHMAN COMMERCIAL PAPER INC., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").
