VOID AFTER , 2001Gabriel Communications Inc /De/ • July 10th, 2000
COMPOSITE CONFORMED COPY SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 10th, 2000 • Gabriel Communications Inc /De/ • Delaware
1 EXHIBIT 4.3 GABRIEL COMMUNICATIONS, INC. SHAREHOLDERS AGREEMENT THIS AGREEMENT, made as of this 14th day of August, 1998, as amended by Agreement dated as of November 18, 1998, and as amended by Agreement dated as of December 13, 1999, by and...Shareholders Agreement • July 10th, 2000 • Gabriel Communications Inc /De/ • Missouri
VOID AFTER , 2002 ------------Gabriel Communications Inc /De/ • July 10th, 2000 • Delaware
1 EXHIBIT 10.14 CREDIT AGREEMENTCredit Agreement • September 5th, 2000 • Gabriel Communications Inc /De/ • Telephone communications (no radiotelephone) • New York
AMONGStockholders' Agreement • July 10th, 2000 • Gabriel Communications Inc /De/ • Delaware
1 EXHIBIT 4.5 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement dated as of March 31, 2000, is among Gabriel Communications, Inc., a Delaware corporation (the "Company"), and all other parties...Registration Rights Agreement • July 10th, 2000 • Gabriel Communications Inc /De/ • New York
1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of the 13th day of December, 1999, by and between Gabriel Communications, Inc., a Delaware corporation (the "Company"), and David L. Solomon...Employment Agreement • July 10th, 2000 • Gabriel Communications Inc /De/ • Missouri
1 AMENDMENT 10.12 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of the 15th day of August, 2000, by and between Gabriel Communications, Inc., a Delaware corporation (the "Company"), and Marguerite A. Forrest...Employment Agreement • September 5th, 2000 • Gabriel Communications Inc /De/ • Telephone communications (no radiotelephone) • Missouri
BETWEENSecurities Purchase Agreement • July 10th, 2000 • Gabriel Communications Inc /De/ • Delaware
1 EXHIBIT 10.14 CREDIT AGREEMENTGabriel Communications Inc /De/ • July 10th, 2000
1 EXHIBIT 10.10 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of the 15th day of August, 2000, by and between Gabriel Communications, Inc., a Delaware corporation (the "Company"), and Gerard J. Howe...Employment Agreement • September 5th, 2000 • Gabriel Communications Inc /De/ • Telephone communications (no radiotelephone) • Missouri
CONFORMED COPY CREDIT AND GUARANTY AGREEMENT DATED AS OF OCTOBER 31, 2000Credit and Guaranty Agreement • December 11th, 2000 • Gabriel Communications Inc /De/ • Telephone communications (no radiotelephone) • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2002 • Nuvox Inc /De/ • Telephone communications (no radiotelephone) • Missouri
This Employment Agreement ("Agreement") is made and entered into as of the 16th day of October, 2001, by and between NuVox, Inc. and Gabriel Communications Properties, Inc., Delaware corporations (the "Company"), and Paul A. Pitts ("Executive").
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG NUVOX, INC. AND ITS STOCKHOLDERS DATED AS OF MARCH 31, 2001 (As amended September 20, 2001, July 9, 2002 and December 31, 2002)Stockholders’ Agreement • January 14th, 2003 • Nuvox Inc /De/ • Telephone communications (no radiotelephone) • Delaware
This Amended and Restated Stockholders’ Agreement dated as of March 31, 2000, as amended by Agreements dated September 20, 2001, July 9, 2002 and December 31, 2002 (this “Agreement’) is among NUVOX, INC. (formerly known as Gabriel Communications, Inc.), a Delaware corporation (the “Company”), and the stockholders of the Company that are signatory hereto or that have executed an Instrument of Accession in the form of Schedule 1 hereto. [Note: This document was created for informational purposes only and represents a composite conformed copy integrating the amendments dated September 20, 2001, July 9, 2002 and December 31, 2002.]
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2003 • Nuvox Inc /De/ • Telephone communications (no radiotelephone) • New York
This Amended and Restated Registration Rights Agreement dated as of March 31, 2000, as amended by Agreement dated as of September 20, 2001 and as amended by Agreement dated as of July 9, 2002 is among NuVox, Inc. (formerly known as Gabriel Communications, Inc.), a Delaware corporation (the "Company"), and all other parties that are signatory hereto or that have executed an Instrument of Accession in the form of Exhibit A hereto. [Note: This document was created for informational purposes only and represents a composite conformed copy integrating the amendments dated September 20, 2001 and July 9, 2002.]
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2002 • Nuvox Inc /De/ • Telephone communications (no radiotelephone) • Missouri
This Employment Agreement (“Agreement”) is made and entered into on the 11th day of April, 2002, by and between NuVox, Inc. and Gabriel Communications Properties, Inc., Delaware corporations (the “Company”), and John P. Denneen (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2002 • Nuvox Inc /De/ • Telephone communications (no radiotelephone) • Missouri
This Employment Agreement ("Agreement") is made and entered into as of the 16th day of October, 2001, by and between NuVox, Inc. and Gabriel Communications Properties, Inc., Delaware corporations (the "Company"), and Josephine Young ("Executive").
AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • August 24th, 2001 • Nuvox Inc /De/ • Telephone communications (no radiotelephone)
THIS AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) by and among NUVOX, INC. (formerly known as Gabriel Communications, Inc.), a Delaware corporation (the “Company”), and the stockholders of the Company who have executed this Amendment, is made as of August __, 2001.
Mr. Charles S. Houser 101 River Route 11866 Magnolia Street Magnolia Springs, AL 36555 Dear Charlie: Reference is made to the Employment Agreement between us dated as of October 31, 2000, which is hereby amended as follows:Nuvox Inc /De/ • March 29th, 2002 • Telephone communications (no radiotelephone)
SECURITIES PURCHASE AGREEMENT among NUVOX, INC. and THE PURCHASERS NAMED HEREINSecurities Purchase Agreement • March 29th, 2002 • Nuvox Inc /De/ • Telephone communications (no radiotelephone) • Delaware
Acquisition. The term "Acquisition" shall mean an acquisition by the Company of all or substantially all of the assets or equity interest of another Person.
STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • January 14th, 2003 • Nuvox Inc /De/ • Telephone communications (no radiotelephone) • Missouri
This Agreement ("Agreement") made effective as of the ___ day of February, 2003 between NuVox, Inc., a Delaware corporation ("Company"), and _____________________ ("Awardee"):
AGREEMENT AND PLAN OF MERGER AND RECAPITALIZATION BY AND BETWEEN NUVOX, INC. AND NUVOX COMMUNICATIONS OF TEXAS, INC. JULY 9, 2002Agreement and Plan of Merger and Recapitalization • January 14th, 2003 • Nuvox Inc /De/ • Telephone communications (no radiotelephone) • Delaware
This AGREEMENT AND PLAN OF MERGER AND RECAPITALIZATION (this “Agreement”) is made and entered into as of July 9, 2002, by and between NuVox, Inc., a Delaware corporation (the “Company”), and NuVox Communications of Texas, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Company (“Merger Sub”).
AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • September 26th, 2001 • Nuvox Inc /De/ • Telephone communications (no radiotelephone)
AMENDMENT NO. 1, dated as of September 11, 2001 (this "Amendment"), to the Credit and Guaranty Agreement (the "Credit Agreement"), dated as of October 31, 2000, (as it may be amended, restated, supplemented or otherwise modified from time to time), by and among GABRIEL COMMUNICATIONS FINANCE COMPANY, a Delaware corporation ("Borrower "), as Borrower and, NUVOX, INC., (formerly known as Gabriel Communications, Inc.) a Delaware corporation ("Parent"), as a Guarantor, GABRIEL COMMUNICATIONS PROPERTIES, INC., a Delaware corporation ("Holding Company"), as a Guarantor, certain Subsidiaries of Borrower, as Guarantors, the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Lead Arranger, Sole Book Runner, and Syndication Agent, FIRST UNION NATIONAL BANK, as Administrative Agent and Collateral Agent, BARCLAYS BANK PLC, as Documentation Agent, and CIT LENDING SERVICES CORPORATION, as Co-Documentation Agent.
AMENDMENT TO SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • August 24th, 2001 • Nuvox Inc /De/ • Telephone communications (no radiotelephone)
THIS AMENDMENT TO SHAREHOLDERS’ AGREEMENT (this “Amendment”) by and among NUVOX, INC. (formerly known as Gabriel Communications, Inc.), a Delaware corporation (the “Company”), and the shareholders of the Company who have executed this Amendment, is made as of August __, 2001.
NUVOX, INC. SHAREHOLDERS AGREEMENTShareholders Agreement • March 29th, 2002 • Nuvox Inc /De/ • Telephone communications (no radiotelephone) • Missouri
THIS AGREEMENT, made as of this 14th day of August, 1998, as amended by Agreement dated as of November 18, 1998, as amended by Agreement dated as of December 13, 1999, and as amended by Agreement dated as of September 20, 2001, by and between NUVOX, INC. (formerly known as GABRIEL COMMUNICATIONS, INC.), a Delaware corporation, hereinafter referred to as the “Corporation,” and the shareholders that are signatory hereto, hereinafter sometimes referred to collectively as “Shareholders” or individually as “Shareholder.” [Note: This document was created for informational purposes only and represents a composite conformed copy integrating the various amendments including those amendments dated September 20, 2001.]
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 14th, 2003 • Nuvox Inc /De/ • Telephone communications (no radiotelephone)
THIS SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this "Amendment") by and among NuVox, Inc., a Delaware corporation (the "Company"), and the Purchasers of Series A Preferred Stock of the Company who have executed this Amendment, is made as of August 9, 2002.
AMENDMENT TO SHAREHOLDERS AGREEMENTShareholders Agreement • September 20th, 2001 • Nuvox Inc /De/ • Telephone communications (no radiotelephone)
THIS AMENDMENT TO SHAREHOLDERS AGREEMENT (this “Amendment”) by and among NUVOX, INC. (formerly known as Gabriel Communications, Inc.), a Delaware corporation (the “Company”), and the shareholders of the Company who have executed this Amendment, is made as of September __, 2001.
AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 14th, 2003 • Nuvox Inc /De/ • Telephone communications (no radiotelephone)
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this "Amendment") by and among NuVox, Inc., a Delaware corporation (the "Company"), and the Purchasers of Series A Preferred Stock of the Company who have executed this Amendment, is made as of July 13, 2002.
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 24th, 2001 • Nuvox Inc /De/ • Telephone communications (no radiotelephone)
THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) by and among NUVOX, INC. (formerly known as Gabriel Communications, Inc.), a Delaware corporation (the “Company”), and the stockholders of the Company who have executed this Amendment, is made as of August __, 2001.
SECURITIES PURCHASE AGREEMENT among NUVOX, INC. and THE PURCHASERS NAMED HEREIN Dated as of July 9, 2002 SERIES A CONVERTIBLE PREFERRED STOCK at $1.50 Per ShareSecurities Purchase Agreement • January 14th, 2003 • Nuvox Inc /De/ • Telephone communications (no radiotelephone) • Delaware
Amended and Restated Credit Agreement. The term “Amended and Restated Credit Agreement” shall mean the form of credit agreement which shall have been approved by the Board of Directors subsequent to the date of this Agreement in order to reflect the terms of the Company’s debt restructuring contemplated by the letter agreement dated July 1, 2002 among the Company, General Electric Capital Corporation and CIT Lending Services Corporation, substantially in the form attached as Exhibit F (Part 2).
EMPLOYMENT AGREEMENTPledge Agreement • May 15th, 2002 • Nuvox Inc /De/ • Telephone communications (no radiotelephone) • Missouri
Subject to the foregoing, the forgiveness of any such one-third installment shall be effective as of the occurrence of (i) the automatic conversion of the Series E Preferred Stock of the Company pursuant to Section C.1 (iv) (b) of Article Fourth of the Amended and Restated Certificate of Incorporation of the Company (“Article Fourth”), (ii) an event treated as a liquidation, dissolution or winding up of the Company pursuant to Section C.1 (iii) of Article Fourth or (iii) the due date of the Note, whichever is earliest. In the event that each of the foregoing bonus targets has been achieved and such forgiveness has become effective as aforesaid, the Company shall cancel the Note, record such cancellation on the books and records of the Company and deliver the original Note, marked canceled, to Executive, provided however, that the Company’s failure to perform any of the foregoing acts shall not in any way affect the automatic cancellation of the debts and obligations of Executive under
AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • September 20th, 2001 • Nuvox Inc /De/ • Telephone communications (no radiotelephone)
THIS AMENDMENT TO STOCKHOLDERS’ AGREEMENT (this “Amendment”) by and among NUVOX, INC. (formerly known as Gabriel Communications, Inc.), a Delaware corporation (the “Company”), and the stockholders of the Company who have executed this Amendment, is made as of September __, 2001.
AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of August 14, 2002 by and among GABRIEL COMMUNICATIONS FINANCE COMPANY, and NUVOX, INC. (f/k/a GABRIEL COMMUNICATIONS, INC.), as Borrowers, CERTAIN DIRECT AND INDIRECT SUBSIDIARIES OF...Credit and Guaranty Agreement • November 14th, 2002 • Nuvox Inc /De/ • Telephone communications (no radiotelephone)
Exhibit A – Assignment Agreement Exhibit B – Certificate re: Non-Bank Status Exhibit C – Compliance Certificate Exhibit D – Conversion/Continuation Notice Exhibit E – Counterpart Agreement Exhibit F – Funding Notice Exhibit G – Landlord Personal Property Collateral Access Agreement Exhibit H – Pledge and Security Agreement Exhibit I – Preferred Note Exhibit J – Tax Sharing Agreement Exhibit K – Tranche A Term Loan Note Exhibit L – Trance B Term Loan Note Exhibit M – Form of Bryan Cave LLP Legal Opinion Exhibit N – Form of Summary Market Information Exhibit O – Form of Quarterly Report Exhibit P – Form of Series A Preferred Stock Purchase Agreement with GE Capital Exhibit Q – Updated Financial Plan
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER NUVOX, INC. 2001 STOCK INCENTIVE PLANNon-Qualified Stock Option Agreement • August 24th, 2001 • Nuvox Inc /De/ • Telephone communications (no radiotelephone) • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement"), made as of the _____th day of _______, 2001 ("Date of Grant"), by and between NuVox, Inc. a Delaware corporation (hereinafter called the "Company"), and ____________________________ (herein called "Optionee");
