FORM OF FIFTH AMENDED AND RESTATED INVESTORS AGREEMENT AMONG SWITCH & DATA FACILITIES COMPANY, INC., SWITCH AND & DATA, INC., AND CERTAIN SECURITYHOLDERS THEREOF FEBRUARY , 2007Investors Agreement • February 5th, 2007 • Switch & Data, Inc. • Telephone communications (no radiotelephone) • Delaware
This FIFTH AMENDED AND RESTATED INVESTORS AGREEMENT (as amended and restated from time to time, this “Agreement) is entered into as of this day of February, 2007 by and among Switch & Data Facilities Company, Inc., a Delaware corporation (the “Corporation“), Switch and Data, Inc., a Delaware corporation (the “Successor”) and the Securityholders and will be effective immediately prior to the consummation of the Merger.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 5th, 2007 • Switch & Data, Inc. • Telephone communications (no radiotelephone) • Delaware
This Corporation shall, to the fullest extent permitted by Section 145 of the DGCL, as the same may be amended and supplemented, or by any successor thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. This Corporation shall advance expenses to the fullest extent permitted by said section. Such right to indemnification and advancement of expenses shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise. If the DGCL is he
LIMITED WAIVER AND THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 5th, 2007 • Switch & Data, Inc. • Telephone communications (no radiotelephone) • New York
This LIMITED WAIVER AND THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 24, 2007 (this “Amendment”), is by and among SWITCH & DATA HOLDINGS, INC., a Delaware corporation (the “Borrower”), the financial institutions from time to time party to the Credit Agreement referred to below as Lenders, DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (hereinafter, in such capacity, the “Administrative Agent”) for itself and the Lenders, CANADIAN IMPERIAL BANK OF COMMERCE and ROYAL BANK OF CANADA, as co-documentation agents (the “Co-Documentation Agents”), and CIT LENDING SERVICES CORPORATION and BNP PARIBAS, as co-syndication agents (the “Co-Syndication Agents”), amending certain provisions of the Third Amended and Restated Credit Agreement, dated as of October 13, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the financial institutions party thereto from tim
11,666,667 Shares SWITCH AND DATA, INC. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2007 • Switch & Data, Inc. • Telephone communications (no radiotelephone) • New York
