AMENDMENT NO. 2Iowa Telecommunications Services Inc • July 15th, 2008 • Telephone communications (no radiotelephone)
Company FiledJuly 15th, 2008 Industry
AGREEMENT AND PLAN OF MERGER BY AND AMONG WINDSTREAM CORPORATION, BUFFALO MERGER SUB, INC. AND IOWA TELECOMMUNICATIONS SERVICES, INC. Dated as of November 23, 2009Agreement and Plan of Merger • November 24th, 2009 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • Delaware
Contract Type FiledNovember 24th, 2009 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 23, 2009, is entered into by and among Windstream Corporation, a Delaware corporation (“Parent”), Buffalo Merger Sub, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Merger Sub”), and Iowa Telecommunications Services, Inc., an Iowa corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 9.1.
AMENDED AND RESTATED GUARANTYAmended and Restated Guaranty • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • New York
Contract Type FiledNovember 17th, 2004 Company Industry JurisdictionThis amended and restated guaranty agreement (“Guaranty”) is made and executed as of November , 2004, by IOWA TELECOM DATA SERVICES, L.C., an Iowa limited liability company (hereinafter called the “Guarantor”) in favor of RURAL TELEPHONE FINANCE COOPERATIVE a South Dakota cooperative association, as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided for in the Credit Agreement referred to below.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • New York
Contract Type FiledNovember 17th, 2004 Company Industry JurisdictionTHIS AMENDED AND RESTATED SECURITY AGREEMENT dated as of [ ], 2004 (as amended, modified or supplemented, this “Agreement”), among IOWA TELECOMMUNICATIONS SERVICES, INC., an Iowa corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (the “Subsidiary Loan Parties” and, collectively with the Borrower, the “Grantors”) and RURAL TELEPHONE FINANCE COOPERATIVE, a South Dakota cooperative association, as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein).
PURCHASE AGREEMENT among IOWA TELECOMMUNICATIONS SERVICES, INC., as Issuer, The Guarantors named herein and CIBC WORLD MARKETS CORP. and the other Purchasers named herein Dated as of March 26, 2004 Relating to: $66,000,000 Aggregate Principal Amount...Purchase Agreement • November 5th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • New York
Contract Type FiledNovember 5th, 2004 Company Industry JurisdictionPURCHASE AGREEMENT, dated as of March 26, 2004, by and among IOWA TELECOMMUNICATIONS SERVICES, INC., an Iowa corporation (the “Company”), IOWA TELECOM COMMUNICATIONS, INC., an Iowa corporation, IOWA TELECOM DATA SERVICES, L.C., an Iowa limited liability company, and IOWA TELECOM TECHNOLOGIES, LLC, an Iowa limited liability company (each a “Guarantor” and, collectively, the “Guarantors”). CIBC WORLD MARKETS CORP. (“CIBC”), and the other Purchasers named herein (together with CIBC, the “Purchasers” and each, a “Purchaser”). The Company and the Guarantors are herein collectively referred to as the “Issuers”.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone)
Contract Type FiledNovember 12th, 2004 Company IndustryThis Second Amendment to Employment Agreement is entered into this 1st day of January, 2000 between Alan L. Wells (“Wells”) and Iowa Telecommunications Services, Inc. (“ITS”).
AGREEMENT FOR SERVICESAgreement for Services • November 12th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone)
Contract Type FiledNovember 12th, 2004 Company IndustryThis agreement executed this 10th day of November, 1999 between Iowa Telecommunications Services. Inc. , an Iowa Corporation, hereinafter referred to as “CUSTOMER”, and Iowa Network Services, Inc., an Iowa Corporation, hereinafter referred to as “INS”,
FORM OF] RESTRICTED STOCK AGREEMENT IOWA TELECOMMUNICATIONS SERVICES, INC. 2005 STOCK INCENTIVE PLANRestricted Stock Agreement • August 4th, 2005 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone)
Contract Type FiledAugust 4th, 2005 Company IndustryTHIS AGREEMENT, made effective as of this ___day of , 20___, by and between Iowa Telecommunications Services, Inc., an Iowa corporation (the “Company”), and (“Participant”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone)
Contract Type FiledNovember 12th, 2004 Company IndustryThis Amendment to Employment Agreement is entered into this 29th day of June, 2000 between Alan L. Wells (“Wells”) and Iowa Telecommunications Services, Inc. (“ITS”).
AGREEMENT FOR ALARM SURVEILLANCE AND NETWORK SUPPORT SERVICESAlarm Surveillance And • November 12th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • Iowa
Contract Type FiledNovember 12th, 2004 Company Industry Jurisdiction
netINS Internet Access Service Level AgreementIowa Telecommunications Services Inc • November 12th, 2004 • Telephone communications (no radiotelephone) • Iowa
Company FiledNovember 12th, 2004 Industry JurisdictionnetINS Inc. is committed to supporting Customers by providing a high quality reliable network for Internet access. In support of “mission critical” application, netINS provides this guarantee of the availability and packet delivery of its Internet network. The terms and conditions contained in this document provide the Customer a framework for credit based on the guarantees herein.
AMENDMENT NO. 1Iowa Telecommunications Services Inc • September 1st, 2005 • Telephone communications (no radiotelephone)
Company FiledSeptember 1st, 2005 IndustryAMENDMENT NO. 1 dated as of August 26, 2005 (“Amendment No. 1”) to the Amended and Restated Credit Agreement dated as of November 23, 2004 (as modified and supplemented and in effect from time to time, the “Credit Agreement”) between IOWA TELECOMMUNICATIONS SERVICES, INC. (the “Borrower”), the lenders party thereto (the “Lenders”) and RURAL TELEPHONE FINANCE COOPERATIVE, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT Dated as of November , 2004Stockholders and Registration Rights Agreement • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • New York
Contract Type FiledNovember 17th, 2004 Company Industry JurisdictionAMENDED AND RESTATED STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT, dated as of November , 2004, among: Iowa Telecommunications Services, Inc., an Iowa corporation (the “Company”); ING Furman Selz Investors III, L.P., a Delaware limited partnership (“ING LP”), ING Barings US Leveraged Equity Plan LLC, a Delaware limited liability company (“ING LLC”) and ING Barings Global Leveraged Equity Plan Ltd., a Bermuda company (“ING LTD” and, together with ING LP and ING LLC, referred to hereafter as “ING”); Iowa Network Services, Inc., an Iowa corporation (together with its Permitted Transferees, “INS”); BancBoston Ventures Inc., a Massachusetts corporation (“BancBoston”); Teachers Insurance and Annuity Association of America, a New York corporation (“Teachers,” and together with ING and BancBoston collectively referred to hereafter as the “Institutional Holders,” and INS and the Institutional Holders, together with their respective Permitted Transferees, collectively referred to hereafter as
IOWA TELECOMMUNICATIONS SERVICES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • Iowa
Contract Type FiledNovember 12th, 2004 Company Industry JurisdictionAGREEMENT, made this 27th day of September, 1999, by and between IOWA TELECOMMUNICATIONS SERVICES, INC., an Iowa corporation (herein called “ITS”) with its principal place of business in Newton, Iowa, and ALAN L. WELLS, an Iowa Resident (herein called “Wells”).
IOWA TELECOMMUNICATIONS SERVICES, INC. CHANGE OF CONTROL AGREEMENTChange of Control Agreement • September 25th, 2009 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • Iowa
Contract Type FiledSeptember 25th, 2009 Company Industry JurisdictionTHIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made and entered into this 21st day of September, 2009, by and between IOWA TELECOMMUNICATIONS SERVICES, INC., an Iowa corporation (the “Company”) and , an Iowa resident (“Executive”).
netINS Internet Access Service Level AgreementIowa Telecommunications Services Inc • November 12th, 2004 • Telephone communications (no radiotelephone) • Iowa
Company FiledNovember 12th, 2004 Industry JurisdictionnetINS Inc. is committed to supporting Customers by providing a high quality reliable network for Internet access. In support of “mission critical” application, netINS provides this guarantee of the availability and packet delivery of its Internet network. The terms and conditions contained in this document provide the Customer a framework for credit based on the guarantees herein.
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • Iowa
Contract Type FiledNovember 17th, 2004 Company Industry JurisdictionTHIS NON-COMPETITION AGREEMENT (the “Non-Competition Agreement”), is made and entered into this day November, 2004, by and among Iowa Telecommunications Services, Inc., an Iowa corporation (the “Company”); ING Furman Selz Investors III L.P., a Delaware limited partnership (“ING LP”), ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company (“ING LLC”) and ING Barings Global Leveraged Equity Plan Ltd., a Bermuda company (“ING LTD” and, together with ING LP and ING LLC, referred to hereafter as “ING”); and Iowa Network Services, Inc., an Iowa corporation (“INS”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • November 5th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • Iowa
Contract Type FiledNovember 5th, 2004 Company Industry JurisdictionTHIS STOCK REPURCHASE AGREEMENT (the “Agreement”), dated as of March 5, 2004, is by and between IOWA TELECOMMUNICATIONS SERVICES, INC., an Iowa corporation (the “Company”), and GTE MIDWEST INCORPORATED, a Delaware corporation (the “Seller”).
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • Iowa
Contract Type FiledNovember 12th, 2004 Company Industry JurisdictionThis THIRD AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of November 5, 2004 (this “Amendment”), is entered into by and between IOWA TELECOMMUNICATIONS SERVICES, INC., an Iowa corporation (“ITS”) with its principal place of business in Newton, Iowa, and ALAN L. WELLS, an Iowa resident (“Wells”).
IOWA TELECOMMUNICATIONS SERVICES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • August 4th, 2005 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • Iowa
Contract Type FiledAugust 4th, 2005 Company Industry JurisdictionTHIS AGREEMENT is made and entered into this 3rd day of August, 2005, by and between IOWA TELECOMMUNICATIONS SERVICES, INC., an Iowa corporation (the “Company”) and ALAN L. WELLS, an Iowa resident (“Executive”).
Premium Allocation AgreementPremium Allocation Agreement • November 16th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone)
Contract Type FiledNovember 16th, 2004 Company IndustryThis Agreement, made and entered into this 15th day of November, 2004, by and between Iowa Network Services, Inc., an Iowa corporation with its principal place of business in West Des Moines, Iowa (INS), and Iowa Telecommunications Services, Inc., an Iowa corporation with its principal place of business in Newton, Iowa (Iowa Telecom).
PUBLISHING AGREEMENTPublishing Agreement • November 12th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • Texas
Contract Type FiledNovember 12th, 2004 Company Industry JurisdictionTHIS AGREEMENT is made this 28th day of June, 2000 to be effective as of the Effective Date defined below between Iowa Telecommunications Services, Inc., an Iowa corporation (the “Telephone Company”), and GTE Directories Corporation, a Delaware corporation (the “Directory Company”).
IOWA TELECOMMUNICATIONS SERVICES, INC. EMPLOYMENT AGREEMENTWaiver and Release Agreement • September 25th, 2009 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • Iowa
Contract Type FiledSeptember 25th, 2009 Company Industry JurisdictionTHIS AGREEMENT (this “Agreement”) is made and entered into this 24th day of September, 2009, by and between IOWA TELECOMMUNICATIONS SERVICES, INC., an Iowa corporation (the “Company”) and ALAN L. WELLS, an Iowa resident (“Executive”).
PLAN 1DITS AGREEMENTPlan 1dits • November 12th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • Iowa
Contract Type FiledNovember 12th, 2004 Company Industry JurisdictionTHIS AGREEMENT FOR THE PROVISION OF SERVICES (“Agreement”) is made and entered into effective as of this 1st day of September, 2004, by and between IOWA NETWORK SERVICES, INC., an Iowa corporation (“INS”), and IOWA TELECOMMUNICATIONS SERVICES, INC. (“LEC”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November , 2004, among IOWA TELECOMMUNICATIONS SERVICES, INC., The Lenders Party Hereto, and RURAL TELEPHONE FINANCE COOPERATIVE, as Administrative AgentCredit Agreement • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • New York
Contract Type FiledNovember 17th, 2004 Company Industry JurisdictionAMENDED AND RESTATED CREDIT AGREEMENT dated as of November , 2004, among IOWA TELECOMMUNICATIONS SERVICES, INC., the LENDERS party hereto, and RURAL FINANCE TELEPHONE COOPERATIVE, as Administrative Agent.
15,789,474 Shares IOWA TELECOMMUNICATIONS SERVICES, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • New York
Contract Type FiledNovember 17th, 2004 Company Industry JurisdictionThe undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Iowa Telecommunications Services, Inc., an Iowa corporation (the “Company”) and the Selling Shareholders identified in the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and Merrill Lynch (the “Underwriters”), of up to 18,157,895 shares (the “Shares”) of the Common Stock par value $0.01 per share of the Company (the “Common Stock”).
INCREMENTAL LOAN AMENDMENTIncremental Loan Amendment • July 1st, 2009 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • New York
Contract Type FiledJuly 1st, 2009 Company Industry JurisdictionINCREMENTAL LOAN AMENDMENT dated as of July 1, 2009 (this “Amendment”) to the Amended and Restated Credit Agreement dated as of November 23, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among IOWA TELECOMMUNICATIONS SERVICES, INC. (the “Borrower”), the lenders party thereto and RURAL TELEPHONE FINANCE COOPERATIVE, as administrative agent (in such capacity, the “Administrative Agent”).
RESTRICTED STOCK AGREEMENT IOWA TELECOMMUNICATIONS SERVICES, INC. 2005 STOCK INCENTIVE PLANRestricted Stock Agreement • September 25th, 2009 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone)
Contract Type FiledSeptember 25th, 2009 Company IndustryTHIS AGREEMENT, made effective as of this 24th day of September, 2009, by and between Iowa Telecommunications Services, Inc., an Iowa corporation (the “Company”), and Alan L. Wells (“Participant”).
STOCK PURCHASE AGREEMENT among Iowa Telecommunications Services, Inc., The Sellers Named in the Agreement and John M. Bishop, as Sellers’ Representative made as of February 5, 2008Stock Purchase Agreement • May 1st, 2008 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • Minnesota
Contract Type FiledMay 1st, 2008 Company Industry JurisdictionTHIS STOCK PURCHASE AGREEMENT (this “Agreement”) among Iowa Telecommunications Services, Inc., an Iowa corporation (“Buyer”), the selling shareholders listed on the signature page hereto (“Sellers”) and John M. Bishop (in his capacity as a representative of all Sellers, the “Sellers’ Representative”) is made as of February 5, 2008. Capitalized terms used and not otherwise defined in this Agreement have the meaning set forth in Article XI of this Agreement.
RESTRICTED STOCK AGREEMENT IOWA TELECOMMUNICATIONS SERVICES, INC. 2005 STOCK INCENTIVE PLANRestricted Stock Agreement • August 4th, 2005 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone)
Contract Type FiledAugust 4th, 2005 Company IndustryTHIS AGREEMENT, made effective as of this 3rd day of August, 2005, by and between Iowa Telecommunications Services, Inc., an Iowa corporation (the “Company”), and Alan L. Wells (“Participant”).
MORTGAGE AND SECURITY AGREEMENT Made By and Between IOWA TELECOMMUNICATIONS SERVICES, INC., Mortgagor and RURAL TELEPHONE FINANCE COOPERATIVE, as Administrative Agent, Mortgagee Dated as of November , 2004And • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone)
Contract Type FiledNovember 17th, 2004 Company IndustryAll right, title and interest of the Mortgagor in, to and under any and all licenses, franchises, ordinances, privileges and permits heretofore granted, issued or executed, or which may hereafter be granted, issued or executed, to it or to its assignors by the United States of America, or by any state, or by any county, township, municipality, village or other political subdivision thereof, or by any agency, board, commission or department of any of the foregoing, authorizing the construction, acquisition or operation of all properties, facilities, systems or businesses, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged, or pledged;
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • New York
Contract Type FiledNovember 17th, 2004 Company Industry JurisdictionAMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (“Agreement”) dated as of November , 2004, is entered into by and between IOWA TELECOMMUNICATIONS SERVICES, INC., an Iowa corporation (“Pledgor”), and RURAL TELEPHONE FINANCE COOPERATIVE, a South Dakota cooperative association, as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Collateral Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
ASSET PURCHASE AGREEMENT BY AND AMONG IOWA TELECOMMUNICATIONS SERVICES, INC., SHERBURNE TELE SYSTEMS, INC., SHERBURNE COUNTY RURAL TELEPHONE CO., SHERBURNE TEL-COM, INC., SHERBURNE CABLE-COM, INC., SHERBURNE LONG DISTANCE, INC., NORTHSTAR ACCESS, LLC,...Asset Purchase Agreement • March 2nd, 2009 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • Minnesota
Contract Type FiledMarch 2nd, 2009 Company Industry JurisdictionASSET PURCHASE AGREEMENT (this “Agreement”), dated November 21, 2008, by and among Iowa Telecommunications Services, Inc., an Iowa corporation (“Parent”), Sherburne Tele Systems, Inc., a Minnesota corporation (“STS”), Sherburne County Rural Telephone Co., a Minnesota corporation (“SCRTC”), Sherburne Tel-Com, Inc., a Minnesota corporation (“STCI”), Sherburne Cable-Com, Inc., a Minnesota corporation (“SCCI”), Sherburne Long Distance, Inc., a Minnesota corporation (“SLDI”), Northstar Access, LLC, a Minnesota limited liability company (“Northstar”), Northstar Tele-Com, Inc., a Minnesota corporation (“NT”) Sherburne Fiber-Com, Inc. (“SFCI”) (with STS, SCRTC, STCI, SCCI, SLDI, Northstar, NT and SFCI, collectively referred to as the “Selling Companies” or singularly may be referred to as a “Selling Company”) and those shareholders of capital stock of STS set forth on the signature page of the Agreement (the “Majority Shareholders”) and Robert K. Eddy in his capacity as the Shareholders’ Repre