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")...State Communications Inc • April 14th, 2000 • New York
ARTICLE 1 DEFINITIONSPledge Agreement • April 14th, 2000 • State Communications Inc • New York
1 EXHIBIT 4.3.2 REGISTRATION RIGHTS AGREEMENT Dated as of May 27, 1999Registration Rights Agreement • April 14th, 2000 • State Communications Inc • New York
EXHIBIT 10.9.2 THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT TO S.C. CODE SS. 15-48-10(1)Employment Agreement • April 14th, 2000 • State Communications Inc • South Carolina
EXHIBIT 4.3.5Registration Rights Agreement • April 14th, 2000 • State Communications Inc • South Carolina
1 EXHIBIT 10.3.1 CREDIT AGREEMENT dated as of March 7, 2000Credit Agreement • April 14th, 2000 • State Communications Inc • New York
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...Registration Rights Agreement • April 14th, 2000 • State Communications Inc • South Carolina
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....Employment Agreement • April 14th, 2000 • State Communications Inc • South Carolina
DEFINITIONSStockholders' Agreement • April 14th, 2000 • State Communications Inc • South Carolina
EXHIBIT 10.5.1 STATE COMMUNICATIONS, INC. PREFERRED STOCK PURCHASE AGREEMENT 4,166,668 SHARESPreferred Stock Purchase Agreement • April 14th, 2000 • State Communications Inc • South Carolina
OFFICE LEASEOffice Lease • April 14th, 2000 • State Communications Inc • South Carolina
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,...Non-Competition Agreement • April 14th, 2000 • State Communications Inc • South Carolina
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...Registration Rights Agreement • April 14th, 2000 • State Communications Inc • South Carolina
EXHIBIT 4.4 WARRANT AGREEMENT Dated as of May 27, 1999 by and between STATE COMMUNICATIONS, INC.Warrant Agreement • April 14th, 2000 • State Communications Inc • New York
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...State Communications Inc • April 14th, 2000 • South Carolina
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.Assignment and Assumption Agreement • April 14th, 2000 • State Communications Inc • New York
WITNESSETH:Parent Pledge Agreement • April 14th, 2000 • State Communications Inc • New York
AGREEMENT:Stock Purchase Warrant • April 14th, 2000 • State Communications Inc • South Carolina
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...Registration Rights Agreement • April 14th, 2000 • State Communications Inc
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...Master Asset Lease Agreement • April 14th, 2000 • State Communications Inc • South Carolina
