ARTICLE 1 DEFINITIONSRegistration Rights Agreement • February 8th, 2002 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • New York
ARTICLE I DEFINITIONS -----------Credit Agreement • March 31st, 1998 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • North Carolina
ARTICLE 2 REGISTRATION RIGHTSRegistration Rights Agreement • October 28th, 1998 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • New York
EXHIBIT 1.1Commonwealth Telephone Enterprises Inc /New/ • December 17th, 2002 • Telephone communications (no radiotelephone) • New York
by and amongCredit Agreement • November 12th, 1999 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • North Carolina
EXHIBIT 1.01 COMMONWEALTH TELEPHONE ENTERPRISES, INC. (a Pennsylvania corporation) UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 1998 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • New York
Loan No. S0667C SECOND AMENDED AND RESTATED LINE OF CREDIT AGREEMENT THIS SECOND AMENDED AND RESTATED LINE OF CREDIT AGREEMENT (this "Agreement") is made and entered into as of June 4, 2002 by and between the CoBANK, ACB ("CoBank") and COMMONWEALTH...Credit Agreement • August 14th, 2002 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
EXHIBIT 1.1 3,500,000 Shares Commonwealth Telephone Enterprises, Inc. Common Stock, par value $1.00 per share UNDERWRITING AGREEMENTCommonwealth Telephone Enterprises Inc /New/ • March 8th, 2002 • Telephone communications (no radiotelephone) • New York
INDENTURE Dated as of , 1998 Trustee TABLE OF CONTENTSCommonwealth Telephone Enterprises Inc /New/ • September 23rd, 1998 • Telephone communications (no radiotelephone) • New York
CoBANK, ACB -----------Credit Agreement • November 12th, 1999 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
LOAN NO. S0667B AMENDED AND RESTATED LINE OF CREDIT AGREEMENT THIS AMENDED AND RESTATED LINE OF CREDIT AGREEMENT (this "Agreement") is made and entered into as of April 6, 2001 by and between the COBANK, ACB ("CoBank") and COMMONWEALTH TELEPHONE...Line of Credit Agreement • May 14th, 2001 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
REGISTRATION RIGHTS AGREEMENT between COMMONWEALTH TELEPHONE ENTERPRISES, INC. as Issuer, and MORGAN STANLEY & CO. INCORPORATED as Representative of the Initial Purchasers Dated as of July 18, 2003Registration Rights Agreement • November 7th, 2003 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT dated as of July 18, 2003, between Commonwealth Telephone Enterprises, Inc., a Pennsylvania corporation (the “Company”), and Morgan Stanley & Co. Incorporated, as representative of the initial purchasers (the “Initial Purchasers”), pursuant to the Purchase Agreement dated July 14, 2003 (the “Purchase Agreement”), among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
WITNESSETH:Amendment and Waiver • November 14th, 1996 • C Tec Corp • Telephone communications (no radiotelephone) • New York
LOGO] COMMONWEALTH TELEPHONE ENTERPRISES September 19, 2000 Michael I. Gottdenker 86 Bulford Road Shavertown, PA 18708 Dear Mr. Gottdenker: This letter agreement (the "Agreement") sets forth the details of our agreement regarding your termination of...Letter Agreement • November 13th, 2000 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • New Jersey
Agreement and Plan of Merger between Commonwealth Long Distance Company (a Pennsylvania corporation) and CTE Telecom, LLC (a Pennsylvania Limited Liability Company)Agreement and Plan of Merger • July 11th, 2003 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
AGREEMENT AND PLAN OF MERGER (“Agreement”) dated as of December 31, 2002, made by and between Commonwealth Long Distance Company a Pennsylvania corporation (“CLD”) and CTE Telecom, LLC, a Pennsylvania Limited Liability Company (“LLC”) (which are sometimes hereinafter collectively referred to as the “Merging Entities”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CTE Telecom, LLC (a Pennsylvania limited liability company)Limited Liability Company Operating Agreement • July 11th, 2003 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CTE Telecom, LLC a Pennsylvania limited liability company (the “Company”), dated this 2nd day of December, 2002 by which Commonwealth Telephone Company, a Pennsylvania corporation (the “Member”), with an address of 100 CTE Drive, Dallas, PA 18612, as the sole member, intending to be legally bound, hereby sets forth the terms of the Agreement as to the affairs of the Company, which shall be managed by its managers, and the conduct of its business, as follows:
March 13, 2003Commonwealth Telephone Enterprises Inc /New/ • May 15th, 2003 • Telephone communications (no radiotelephone)
Reference is made to (i) the Loan Agreement, dated as of March 29, 1994, between Commonwealth Telephone Company (“Borrower”) and CoBank, ACB, f/k/a the National Bank for Cooperatives (“CoBank”) (the “Term Loan Agreement”) and (ii) the Second Amended and Restated Line of Credit Agreement, dated as of June 4, 2002, between Borrower and CoBank (the “Line of Credit Agreement” and together with the Term Loan Agreement, the “Loan Agreements”). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Loan Agreements.
RECAPITALIZATION AGREEMENT dated as of April 24, 2003 among Commonwealth Telephone Enterprises, Inc. Eldorado Equity Holdings, Inc. and Level 3 Communications, Inc.Recapitalization Agreement • April 25th, 2003 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • New York
AGREEMENT dated as of April 24, 2003 among Commonwealth Telephone Enterprises, Inc., a Pennsylvania corporation (the “Company”), Level 3 Communications, Inc., a Delaware corporation (“Shareholder Parent”), and Eldorado Equity Holdings, Inc., a Delaware corporation (“Shareholder”).
AMENDMENT NO. 1 TO THE REGISTRATION RIGHTS AGREEMENTThe Registration Rights Agreement • April 25th, 2003 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1 dated as of April 23, 2003 among Commonwealth Telephone Enterprises, Inc., a Pennsylvania corporation (the “Company”), Level 3 Communications, Inc., a Delaware corporation (“Level 3”) and Eldorado Equity Holdings, Inc., a Delaware Corporation (“Eldorado”), to the Registration Rights Agreement dated as of February 7, 2002 between the Company and Level 3 (the “Registration Rights Agreement”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CTSI, LLC (a Pennsylvania limited liability company)Limited Liability Company Operating Agreement • March 15th, 2002 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF CTSI, LLC, a Pennsylvania limited liability company (the “Company”), dated this 30th day of June, 2001 by which Commonwealth Telephone Company, a Pennsylvania corporation (the “Member”), with an address of 100 CTE Drive, Dallas, PA 18612, as the sole member, intending to be legally bound, hereby sets forth the terms of the Agreement as to the affairs of the Company, which shall be managed by its managers, and the conduct of its business, as follows:
THIRD AMENDED AND RESTATED LINE OF CREDIT AGREEMENTLine of Credit Agreement • June 6th, 2005 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
THIS THIRD AMENDED AND RESTATED LINE OF CREDIT AGREEMENT(this “Agreement”) is made and entered into as of May 31, 2005 by and between the CoBANK, ACB (“CoBank”) and COMMONWEALTH TELEPHONE COMPANY (the “Borrower”).
September 17, 2006Non-Disclosure Agreement • November 9th, 2006 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
This letter constitutes the agreement (the “Agreement”) between you and Commonwealth Telephone Enterprises, Inc. (the “Company”) regarding the change of control bonus due to you under certain circumstances as described below and previously discussed with you by myself and the other members of the Compensation/Pension Committee.
COMMONWEALTH TELEPHONE ENTERPRISES INC. FORM OF NON-MANAGEMENT DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Restricted Stock Unit Award Agreement • May 23rd, 2005 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
This is a Restricted Stock Units Agreement (“Agreement”), dated “date”, between Commonwealth Telephone Enterprises, Inc. (the “Company” or “CTE”) and “name” (“Grantee”).
ARTICLE 2 STATUS OF REGISTRATION RIGHTS AGREEMENTShelf Registration Agreement • November 12th, 2002 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • New York
AGREEMENT AND RELEASEAgreement and Release • July 26th, 2004 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
This AGREEMENT AND RELEASE, dated as of July 20th 2004 is made and entered into by and between Commonwealth Telephone Enterprises, Inc. and its former or current directors, officers, administrators, trustees, shareholders, agents, employees, legal representatives, servants, divisions, partnerships, its and their partners, predecessors, insurers, any and all benefit plans, parents, subsidiaries, affiliated corporations, successors and assigns (hereinafter collectively referred to as “the Company”), and James DePolo, (hereinafter, the “Executive,” which includes himself and his legal representatives, agents, heirs, executors, administrators, successors and assigns), an adult individual, for the following purpose and with reference to the following facts:
CONSULTING AGREEMENTConsulting Agreement • March 15th, 2002 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
THIS CONSULTING AGREEMENT (“Agreement”) is made and entered into as of the 1st day of March, 2002, by and between CTE Services, Inc., a Pennsylvania corporation, having an office at 100 CTE Drive, Dallas, Pennsylvania 18612 (hereinafter referred to as “CTE”) and James DePolo d/b/a WESTMINSTER MARKETING ASSOCIATES, with an office at P.O. Box 12469, Jackson, Wyoming 83002 (hereinafter referred to as “Consultant”).
COMMONWEALTH TELEPHONE ENTERPRISES INC. AMENDED RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • November 9th, 2006 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
This Amended Restricted Stock Unit Agreement (“Amended Agreement”), effective as of September 29, 2006, is made between Commonwealth Telephone Enterprises, Inc. (the “Company” or “CTE”) and (“Grantee”). This Amended Agreement amends the Restricted Stock Units Agreement previously executed by Grantee and CTE on March 10, 2006.
EXHIBIT 99 ASSUMPTION AGREEMENT -------------------- THIS ASSUMPTION AGREEMENT, dated as of the 30th day of September, 1997 (the "Agreement"), at 11:50 a.m. to the Credit Agreement referred to below is entered into by and among C-TEC CORPORATION, a...Exhibit 99 Assumption Agreement • November 14th, 1997 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • North Carolina
AMENDMENT TO LINE OF CREDIT AGREEMENTLine of Credit Agreement • July 26th, 2004 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
This AMENDMENT TO LINE OF CREDIT AGREEMENT (this “Amendment Agreement”) is made and entered into as of May 20, 2004 by and between COMMONWEALTH TELEPHONE COMPANY (“Borrower”) and COBANK, ACB (“CoBank”).
CONFORMED COPY TAX SHARING AGREEMENT BY AND AMONG C-TEC CORPORATION RCN CORPORATIONTax Sharing Agreement • October 15th, 1997 • C Tec Corp • Telephone communications (no radiotelephone) • New York
CoBANK, ACB LINE OF CREDIT AMENDMENTCommonwealth Telephone Enterprises Inc /New/ • March 27th, 2001 • Telephone communications (no radiotelephone)
Agreement and Plan of Merger between CTSI, Inc. (a Pennsylvania corporation) and CTSI, LLC (a Pennsylvania Limited Liability Company)Agreement and Plan of Merger • March 15th, 2002 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
AGREEMENT AND PLAN OF MERGER (“Agreement”) dated as of June 22, 2001, made by and between CTSI, Inc., a Pennsylvania corporation (“Inc.”) and CTSI, LLC, a Pennsylvania Limited Liability Company (“LLC”) (which are sometimes hereinafter collectively referred to as the “Merging Entities”).
FOURTH AMENDED AND RESTATED LINE OF CREDIT AGREEMENTLine of Credit Agreement • August 9th, 2006 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
THIS FOURTH AMENDED AND RESTATED LINE OF CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 29, 2006, by and between CoBANK, ACB (“CoBank”) and COMMONWEALTH TELEPHONE COMPANY (the “Borrower”).
AGREEMENT AND PLAN OF MERGER dated as of September 17, 2006 among COMMONWEALTH TELEPHONE ENTERPRISES, INC., CITIZENS COMMUNICATIONS COMPANY, and CF MERGER CORP.Agreement and Plan of Merger • September 18th, 2006 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
AGREEMENT AND PLAN OF MERGER dated as of September 17, 2006 among COMMONWEALTH TELEPHONE ENTERPRISES, INC., a Pennsylvania corporation (the “Company”), CITIZENS COMMUNICATIONS COMPANY, a Delaware corporation (“Parent”), and CF MERGER CORP., a Delaware corporation (“Merger Subsidiary”).
COMMONWEALTH TELEPHONE ENTERPRISES INC. FORM OF EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENTEmployee Restricted Stock Unit Award Agreement • May 23rd, 2005 • Commonwealth Telephone Enterprises Inc /New/ • Telephone communications (no radiotelephone) • Pennsylvania
This is a Restricted Stock Units Agreement, dated “date”, between Commonwealth Telephone Enterprises, Inc. (the “Company” or “CTE”) and “name” (“Grantee”).
