State Communications Inc Sample Contracts

State Communications Inc – MASTER AMENDMENT AGREEMENT & CONSENT (April 14th, 2000)

1 EXHIBIT 4.2.2 STATE COMMUNICATIONS, INC. MASTER AMENDMENT AGREEMENT & CONSENT This MASTER AMENDMENT AGREEMENT & CONSENT (the "Agreement") is made and entered into this 20th day of March, 2000 by and among STATE COMMUNICATIONS, INC., a South Carolina corporation (the "Company"), the holders of the Company's common stock listed on SCHEDULE I (the "Holders"), the Existing Investors listed on SCHEDULE II (the "Existing Investors"), the New Investors listed on SCHEDULE III (the "New Investors"), Dorothy Sadler ("Sadler"), Moore Overseas Technology Venture Fund, LDC and Moore Technology Venture Fund, LLC, and Seruus Telecom Fund, L.P. ("Seruus"). WHEREAS, the Company and certain of the Existing Investors are parties to that certain Preferred Stock Purchase Agreement dated February 1, 2000, (the "First Preferred Stock Purchase Agreement") and that cer

State Communications Inc – MASTER ASSET LEASE AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.4.2 MASTER ASSET LEASE AGREEMENT Master Asset Lease Agreement entered into this 7th day of March, 2000 (the "Master Lease") between TRIVERGENT LEASING SOUTH, LLC, a Delaware limited liability company, having its chief executive offices at 200 North Main Street, Suite 303, Greenville, South Carolina 29601 ("Lessor") and, TRIVERGENT COMMUNICATIONS SOUTH, INC., a Delaware corporation having its chief executive offices at 200 North Main Street, Suite 303, Greenville, South Carolina 29601 ("Lessee"). 1. LEASE: ORDERING OF EQUIPMENT. (a) Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, subject to the terms and conditions of this Master Lease, the items of equipment and other personal property (together with all attachments, replacements, parts, additions, substitutions, capitalized repairs, accessions and accessories incorporated t

State Communications Inc – PREFERRED STOCK PURCHASE AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.5.3 STATE COMMUNICATIONS, INC. ---------------------------------- PREFERRED STOCK PURCHASE AGREEMENT 11,561,768 SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK ---------------------------------- DATED: FEBRUARY 1, 2000 2 TABLE OF CONTENTS PAGE ARTICLE I -- SUBSCRIPTION FOR THE PREFERRED SHARES...................................................1 1.1 Purchase and Sale......................................................................1

State Communications Inc – REGISTRATION RIGHTS AGREEMENT (April 14th, 2000)

1 EXHIBIT 4.3.5 EXECUTION COPY STATE COMMUNICATIONS, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into on this 1st day of February, 2000, by and among STATE COMMUNICATIONS, INC., a South Carolina corporation, and each of the other parties listed on Schedule I hereto. 1. Certain Definitions. As used in this Agreement, the following terms shall mean: "Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. "Common Stock" means the Common Stock, $.001 par value per share, of the Company. "Company" means State Communications, Inc., a South Carolina corporation. "Conversion Price" means the Conversion Price of

State Communications Inc – REGISTRATION RIGHTS AGREEMENT (April 14th, 2000)

1 EXHIBIT 4.3.2 REGISTRATION RIGHTS AGREEMENT Dated as of May 27, 1999 by and among STATE COMMUNICATIONS, INC. and NORTEL NETWORKS INC. THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 27, 1999, by and among STATE COMMUNICATIONS, INC., a South Carolina corporation (the "Company") and NORTEL NETWORKS INC., a Delaware corporation ("Nortel Networks"). WHEREAS, the Company has agreed to issue Common Stock warrants (the "Warrants") to Nortel Networks, representing the right to purchase an aggregate amount of 652,089 shares of the Common Stock, par value $.001 per share, of the Company (the "Common Stock"). WHEREAS, the Warrants have been issued pursuant to the Warr

State Communications Inc – OFFICE LEASE (April 14th, 2000)

1 EXHIBIT 10.12 OFFICE LEASE THIS LEASE made as of the 19th day of December, 1999 between Landlord and Tenant, both as hereinafter defined. WITNESSETH: In consideration of the rent to be paid, the mutual covenants and agreements herein contained, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Landlord hereby demises and rents unto Tenant, and Tenant hereby leases from Landlord, the Premises in Landlord's building hereinafter described, upon the terms, covenants and conditions hereinafter contained. 1. FUNDAMENTAL LEASE PROVISIONS AND DEFINITIONS. As used herein the following terms shall have the following meanings: (a) Landlord: ALAN B. KAHN AND WINDSOR CITY PARTNERSHIP, TENANTS IN COMMON

State Communications Inc – REGISTRATION RIGHTS AGREEMENT (April 14th, 2000)

1 EXHIBIT 4.3.1 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of this 19th day of February, 1998 by and among State Communications, Inc. ("SCI") and Seruus Telecom Fund, L.P. ("Seruus"). WHEREAS Seruus, through the date hereof, has purchased 375,000 shares of SCI's common stock, par value $.001 per share (the "Securities"); WHEREAS SCI desires to grant to Seruus the registration rights set forth herein; NOW, THEREFORE, the parties hereto agree as follows: SECTION 1. DEFINITIONS. For purposes of this Agreement, except as otherwise specifically provided herein, the following capitalized terms (in their singular and plural forms as applicable) shall have the meanings set forth below: "Commission" means the Securities and Exchange Commission or any other federal agency at the time administering

State Communications Inc – WARRANT AGREEMENT (April 14th, 2000)

1 EXHIBIT 4.4 WARRANT AGREEMENT Dated as of May 27, 1999 by and between STATE COMMUNICATIONS, INC. and NORTEL NETWORKS INC. WARRANT AGREEMENT (this "Agreement") is made and entered into as of May 27, 1999 by and between STATE COMMUNICATIONS, INC., a South Carolina corporation (the "Company"), NORTEL NETWORKS INC., a Delaware corporation ("Nortel Networks") and the Holders of the Warrants from time to time. WHEREAS, in consideration for, among other things, the execution of the Credit Agreement (as defined below) and the purchase of the Series 1999A Note (as defined below), the Company agrees to issue Common Stock warrants as hereinafter described (the "Warrants") to purchase shares Common Stock (as d

State Communications Inc – ) EMPLOYMENT AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.9.2 THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT TO S.C. CODE SS. 15-48-10(1) STATE OF SOUTH CAROLINA ) ) EMPLOYMENT AGREEMENT COUNTY OF GREENVILLE ) THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into effective as of the 10th day of March, 2000 (the "Effective Date") by and between George Michael Cassity, an individual ("Employee"), and State Communications, Inc., a South Carolina corporation headquartered in Greenville, South Carolina (the "Company"). W I T N E S S E T H WHEREAS, the Company desires to enter into an employment relationship with Employee on certain terms and conditions as set forth herein; and WHEREAS, Employee has agreed to accept such employment upon the terms and conditions as set forth herein. NOW, THEREFORE, in consider

State Communications Inc – PREFERRED STOCK PURCHASE AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.5.2 STATE COMMUNICATIONS, INC. ============================================ PREFERRED STOCK PURCHASE AGREEMENT 13,186,665 SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK ============================================ DATED: JULY 29, 1999 2 TABLE OF CONTENTS PAGE ARTICLE I -- SUBSCRIPTION FOR THE PREFERRED SHARES...........................1 1.1 Purchase and Sale..............................................1 1.2 Closing........................................................2 1.3 Separate Agreements......................................

State Communications Inc – REGISTRATION RIGHTS AGREEMENT (April 14th, 2000)

1 EXHIBIT 4.3.4 STATE COMMUNICATIONS, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into on this 29th day of July, 1999, by and among STATE COMMUNICATIONS, INC., a South Carolina corporation, and each of the other parties listed on Schedule I hereto. 1. Certain Definitions. As used in this Agreement, the following terms shall mean: "Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. "Common Stock" means the Common Stock, $.001 par value per share, of the Company. "Company" means State Communications, Inc., a South Carolina corporation. "Conversion Price" means the Conversion Price of the Preferred Stock as defined in the Company's Articles of Amendment, as filed with th

State Communications Inc – SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (April 14th, 2000)

1 EXECUTION COPY EXHIBIT 4.2.1 STATE COMMUNICATIONS, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT This SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (the "Agreement") is made and entered into this 1st day of February, 2000 by and among STATE COMMUNICATIONS, INC., a South Carolina corporation (the "Company"), and each of the other parties listed on Schedule I and Schedule II hereto. W I T N E S S E T H: WHEREAS, the Holders (as such term is hereinafter defined) own the securities of the Company set forth opposite their respective names on Schedule I; and WHEREAS, in order to provide for continuity of management of the Company and to provide for certain agreements with respect to the voting and transfer of the securities of the Co

State Communications Inc – PARENT GUARANTY (April 14th, 2000)

1 EXHIBIT 10.2.2 PARENT GUARANTY STATE COMMUNICATIONS, INC. As of February 1, 2000 WHEREAS, pursuant to a certain Loan Agreement of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") among TriVergent Communications, Inc., a South Carolina corporation (the "Borrower"), the Lenders (as defined therein), TD Securities (USA) Inc. and Capital Syndication Corporation, an affiliate of The CIT Group, Inc., as Co-Lead Arrangers and Co-Book Runners, Newcourt Commercial Finance Corporation, an affiliate of The CIT Group, Inc., as Documentation Agent, First Union National Bank, as Syndication Agent and Toronto Dominion (Texas), Inc., as Administrative Agent (the "Administrative Agent"), the Lenders have agreed to make loans to Borrower in an aggregate committed

State Communications Inc – NON-DISCLOSURE AND NON-COMPETITION AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.10 FORM OF NON-DISCLOSURE & NONCOMPETITION AGREEMENT Set forth below is the form of non-disclosure and non-competition agreement entered into by and between TriVergent (f/k/a State Communications, Inc.) and each of Charles S. Houser, Shaler P. Houser, Russell W. Powell, Clark H. Mizell and Daniel E.H. Sterling. Except for the names of the employees parties to the agreements, there are no differences between the agreements. NON-DISCLOSURE AND NON-COMPETITION AGREEMENT This NON-DISCLOSURE AND NON-COMPETITION AGREEMENT (this "Agreement") is made and entered into this 28th day of October, 1998, by and among STATE COMMUNICATIONS, INC., a South Carolina corporation (the "Company"), ________________ (the "Founder"), RICHLAND VENTURES II, L.P., a Delaware limited partnership, and First Union Capital Partners, INC., a Virginia corporation (collectively, the

State Communications Inc – PREFERRED STOCK PURCHASE AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.5.1 STATE COMMUNICATIONS, INC. ========================================= PREFERRED STOCK PURCHASE AGREEMENT 4,166,668 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK ========================================= Dated: October 28, 1998 2 TABLE OF CONTENTS PAGE ARTICLE I -- SUBSCRIPTION FOR THE PREFERRED SHARES............................1 1.1 Purchase and Sale...............................................1 1.2 Closing.........................................................2 1.3 Separate Agreements.........................................

State Communications Inc – FORM OF EMPLOYMENT AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.9.1 FORM OF EMPLOYMENT AGREEMENT Set forth below is the form of employment agreement entered into by and between TriVergent (f/k/a State Communications, Inc.) and each of Charles S. Houser, Shaler P. Houser, Russell W. Powell, Clark H. Mizell and Daniel E.H. Sterling. The terms of employment set forth in the employment agreements have not changed except that the titles of Shaler P. Houser and Russell W. Powell have changed as indicated below and salaries have been increased. The table immediately below sets forth the material provisions of each such person's employment agreement not contained in the form of employment agreement. ------------------------------------------------------------------------------------------------------- STARTING DATE OF NAME INITIAL POSITI

State Communications Inc – PLEDGE AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.3.2 PLEDGE AGREEMENT (State Communications, Inc.) THIS PLEDGE AGREEMENT ("Agreement") dated as of March 7, 2000, is by and between STATE COMMUNICATIONS, INC., a South Carolina corporation ("Debtor"), whose address is 200 N. Main Street, Suite 303, Greenville, South Carolina 29601 and whose Tax I.D. No. is 58-235-4282, and NORTEL NETWORKS INC., a Delaware corporation ("Secured Party"), as Administrative Agent for the "Lenders", as that term is defined below, whose address is 2221 Lakeside Blvd., Richardson, Texas 75082. R E C I T A L S: A. TriVergent Communications South, Inc. ("Borrower") is, concurrently herewith, entering into that certain Credit Agreement dated as of March 7, 2000, with the lenders party thereto (each individually a "Lender" and collectively, the "Lenders") and Secured Par

State Communications Inc – LOAN AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.2.1 LOAN AGREEMENT AMONG TRIVERGENT COMMUNICATIONS, INC.; THE FINANCIAL INSTITUTIONS WHOSE NAMES APPEAR AS LENDERS ON THE SIGNATURE PAGES HEREOF; TD SECURITIES (USA), INC. AND CAPITAL SYNDICATION CORPORATION, AN AFFILIATE OF THE CIT GROUP, INC., AS CO-LEAD ARRANGERS AND CO-BOOK RUNNERS; NEWCOURT COMMERCIAL FINANCE CORPORATION, AN AFFILIATE OF THE CIT GROUP, INC., AS DOCUMENTATION AGENT; FIRST UNION NATIONAL BANK,

State Communications Inc – PREFERRED STOCK PURCHASE AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.5.4 STATE COMMUNICATIONS, INC. ---------------------------------- PREFERRED STOCK PURCHASE AGREEMENT 4,214,703 SHARES OF SERIES C CONVERTIBLE PREFERRED STOCK (ROUND 2) ---------------------------------- DATED: MARCH 20, 2000 2 TABLE OF CONTENTS PAGE ARTICLE I -- SUBSCRIPTION FOR THE PREFERRED SHARES...................................................2 1.1 Purchase and Sale.......

State Communications Inc – ) EMPLOYMENT AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.9.3 THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT TO S.C. CODE SS. 15-48-10* STATE OF SOUTH CAROLINA ) ) EMPLOYMENT AGREEMENT COUNTY OF GREENVILLE ) THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into effective as of the 15th day of March, 2000 (the "Effective Date") by and between Riley M. Murphy, an individual (the "Employee"), and TriVergent Communications, Inc., a South Carolina corporation headquartered in Greenville, South Carolina (the "Company"). As used herein, the term "Company" shall include the Company and any and all of its subsidiaries where the context so applies. W I T N E S S E T H WHEREAS, the Company desires to enter into an employment relationship with Employee on certain terms and conditions as set forth herein; and WHEREAS, Employee

State Communications Inc – CREDIT AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.3.1 ================================================================================ CREDIT AGREEMENT dated as of March 7, 2000 by and among TRIVERGENT COMMUNICATIONS SOUTH, INC. as Borrower and NORTEL NETWORKS INC. as Administrative Agent and THE LENDERS NAMED HEREIN $45,000,000 ADVANCING TERM LOAN FACILITY ================================================================================ 2 TABLE OF CONTENTS

State Communications Inc – STOCK PURCHASE WARRANT (April 14th, 2000)

1 EXHIBIT 4.1.2 STOCK PURCHASE WARRANT This Stock Purchase Warrant (this "Warrant") is issued this _______ day of ________________, 1999, by State Communications, Inc., a South Carolina corporation (the "Company"), to _____________________________ (such person or entity and any subsequent assignee or transferee hereof are hereinafter referred to collectively as "Holder" or "Holders"). WHEREAS, the Company is issuing up to $5 million in debt securities designated "Series 1999 Notes" (the "Notes") in an offering to accredited investors (the "Notes"); WHEREAS the agreement between the Company and purchasers of Notes is that for each $1,000 of Notes purchased, the Company will grant to such purchaser a warrant to purchase 36 shares of Company common stock (with lesser amounts resulting in a pro rata reduction of the shares subject to the warrant); WHE

State Communications Inc – PARENT PLEDGE AGREEMENT (April 14th, 2000)

1 EXHIBIT 10.2.3 PARENT PLEDGE AGREEMENT This PARENT PLEDGE AGREEMENT (this "Agreement"), entered into as of this 1st day of February, 2000, by and between STATE COMMUNICATIONS, INC., a South Carolina corporation (the "Pledgor"), and TORONTO DOMINION (TEXAS), INC., a Delaware corporation (the "Administrative Agent"), as administrative agent for the Lenders (as defined below), WITNESSETH: WHEREAS, TRIVERGENT COMMUNICATIONS, INC., a South Carolina corporation (the "Borrower"), the financial institutions whose names appear as Lenders on the signature pages thereof (the "Lenders"), TD SECURITIES (USA), INC. and CAPITAL SYNDICATION CORPORATION, an affiliate of The CIT Group, Inc., as co-lead arrangers and co-book runners, NEWCOURT COMMERCIAL FINANCE CORPORATION, an affiliate of The CIT Group, Inc., as documentation agent, FIRST UNION NA

State Communications Inc – Registration Rights Agreement (April 14th, 2000)

1 EXHIBIT 4.3.3 STATE COMMUNICATIONS, INC. Registration Rights Agreement THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into on this 28th day of October, 1998, by and among STATE COMMUNICATIONS, INC., a South Carolina corporation, and each of the other parties listed on Schedule I hereto. 1. Certain Definitions. As used in this Agreement, the following terms shall mean: "Commission" means the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act. "Common Stock" means the Common Stock, $.001 par value per share, of the Company. "Company" means State Communications, Inc., a South Carolina corporation. "Conversion Price" means the Conversion Price of the Preferred Stock as defined in the Company's Articles of Amendment, as filed with

State Communications Inc – EMPLOYEE INCENTIVE PLAN (April 14th, 2000)

1 EXHIBIT 10.1 STATE COMMUNICATIONS AMENDED & RESTATED EMPLOYEE INCENTIVE PLAN (AS LAST AMENDED ON DECEMBER 14, 1999) 1. Purpose. The purpose of the State Communications Employee Incentive Plan is to provide additional incentives to employees and others to advance the interest of State Communications ("State") and to enable State to attract and retain the services of other highly competent employees and others. 2. Eligibility. Qualified Options, Bonus Stock Awards and Restricted Stock Awards hereunder may be granted to employees of State or any subsidiary or affiliate of State. Non-Qualified Options hereunder may be granted to employees, or any others that the Board of Directors, in its sole discretion, shall determine. The Board of Directors, in its sole discretion, shall also deter