ARTICLE 1Indenture • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • New York
EXHIBIT 10.6 PLEDGE AGREEMENT PLEDGE AGREEMENT (the "Agreement"), dated as of March 13, 1996, made by RHI HOLDINGS, INC., a Delaware corporation ("Pledgor"), in favor of Gadsby & Hannah (the "Pledgee"). R E C I T A L S : A. Pursuant to the terms of an...Pledge Agreement • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • New York
RECITALS:Management Agreement • March 27th, 1997 • Shared Technologies Fairchild Inc • Services-telephone interconnect systems • New York
PRIVILEGED AND CONFIDENTIAL AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 24th, 1997 • Shared Technologies Fairchild Inc • Services-telephone interconnect systems • Delaware
ARTICLE ISecurity Agreement • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • New York
amongShareholders' Agreement • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • Delaware
R E C I T A L SSettlement Agreement • November 24th, 1997 • Shared Technologies Fairchild Inc • Services-telephone interconnect systems • New York
EXHIBIT 10.3 CREDIT AGREEMENT Dated as of March 12, 1996,Credit Agreement • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • New York
163,637,000 12 1/4% Senior Subordinated Discount Notes Due 2006Registration Rights Agreement • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • New York
EXECUTION COPY STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of November 20, 1997 (this "Agreement"), among INTERMEDIA COMMUNICATIONS INC., a Delaware corporation ("Purchaser"), and the individuals and entities whose names and addresses are...Stock Option Agreement • November 24th, 1997 • Shared Technologies Fairchild Inc • Services-telephone interconnect systems • Delaware
ARTICLE IAgreement and Plan of Merger • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems
EXHIBIT 4Stock Option Agreement • November 28th, 1997 • Shared Technologies Fairchild Inc • Services-telephone interconnect systems • Delaware
VOTING AGREEMENT This Voting Agreement ("Agreement") is entered into as of July 16, 1997 by and between Daniel Borislow (the "Stockholder") and Shared Technologies Fairchild Inc., a Delaware corporation (the "Company") . WHEREAS, Tel-Save Holdings,...Voting Agreement • July 22nd, 1997 • Shared Technologies Fairchild Inc • Services-telephone interconnect systems • Delaware
AmongAgreement and Plan of Merger • July 22nd, 1997 • Shared Technologies Fairchild Inc • Services-telephone interconnect systems • New York
PRIVILEGED AND CONFIDENTIAL AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 28th, 1997 • Shared Technologies Fairchild Inc • Services-telephone interconnect systems • Delaware
163,637,000 12 1/4% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2006Shared Technologies Inc • March 28th, 1996 • Services-telephone interconnect systems • New York
SHARED TECHNOLOGIES FAIRCHILD COMMUNICATIONS CORP., Company SHARED TECHNOLOGIES FAIRCHILD, INC. VARIOUS SUBSIDIARIES FINANCIAL PLACE COMMUNICATIONS COMPANY VSI CORPORATION GuarantorsIndenture • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • New York
EXHIBIT 10.11 TAX SHARING AGREEMENT THIS AGREEMENT is made this 13th day of March, 1996 by and among The Fairchild Corporation, a Delaware corporation ("TFC"), RHI Holdings, Inc., a Delaware corporation ("RHI") and Shared Technologies Inc., a Delaware...Tax Sharing Agreement • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • Delaware
EXHIBIT 10.13 INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "Agreement") is made and entered into this 13th day of March, 1996 by and between Shared Technologies Inc. ("Shared Technologies"), a Delaware corporation, The Fairchild...Indemnification Agreement • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • New York
ARTICLE I MERGERAgreement and Plan of Merger • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • New York
CONFORMED COPY PLEDGE AGREEMENT dated as of March 13, 1996, among SHARED TECHNOLOGIES FAIRCHILD COMMUNICATIONS CORP., a Delaware corporation (the "Borrower"), SHARED TECHNOLOGIES FAIRCHILD INC., a Delaware corporation ("STFI", which term shall, after...Conformed Copy • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • New York
ARTICLE IAgreement and Plan of Merger • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems
R E C I T A L S :Stock Purchase Agreement • November 28th, 1997 • Shared Technologies Fairchild Inc • Services-telephone interconnect systems • Delaware
EXHIBIT 10.8 SUBSIDIARY GUARANTEE AGREEMENT dated as of March 13, 1996, among each of the subsidiaries listed on Schedule I hereto (each such subsidiary individually, a "Guarantor" and collectively, the "Guarantors") of SHARED TECHNOLOGIES FAIRCHILD...Subsidiary Guarantee Agreement • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • New York
CONFORMED COPY INDEMNITY, SUBROGATION and CONTRIBUTION AGREEMENT dated as of March 12, 1996, among SHARED TECHNOLOGIES FAIRCHILD COMMUNICATIONS CORP., a Delaware corporation (the "Borrower"), each person listed on Schedule I hereto (the "Guarantors")...Subrogation and Contribution Agreement • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • New York
CONFORMED COPY PARENT GUARANTEE AGREEMENT dated as of March 12, 1996, between SHARED TECHNOLOGIES INC., a Delaware corporation (the "Guarantor", which term shall, after the Merger referred to in the Credit Agreement referred to below, include the...Parent Guarantee Agreement • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • New York
RECITALS:Interim Management Agreement • March 27th, 1997 • Shared Technologies Fairchild Inc • Services-telephone interconnect systems • Connecticut
R E C I T A L SExhibit 5 • November 28th, 1997 • Shared Technologies Fairchild Inc • Services-telephone interconnect systems • New York
LOAN AGREEMENTLoan Agreement • November 28th, 1997 • Shared Technologies Fairchild Inc • Services-telephone interconnect systems • Delaware
EXHIBIT 10.9 AGREEMENT TO EXCHANGE 6% CUMULATIVE CONVERTIBLE PREFERRED STOCK AND SPECIAL PREFERRED STOCK This AGREEMENT TO EXCHANGE SPECIAL PREFERRED STOCK dated as of March 1, 1996 ("Exchange Agreement"), is made by and among Fairchild Industries,...Stock and Special Preferred Stock • March 28th, 1996 • Shared Technologies Inc • Services-telephone interconnect systems • Delaware
