GOODMAN NETWORKS INCORPORATED $225,000,000 12.125% Senior Secured Notes due 2018 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 14th, 2013 • Goodman Networks Inc • New York
Goodman Networks Incorporated, a Texas corporation (the “Company”), is issuing and selling to the initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), for whom Jefferies & Company, Inc. is acting as representative (the “Representative”), upon the terms set forth in the Purchase Agreement dated June 16, 2011, by and between the Company and the Representative on behalf of the Initial Purchasers (the “Purchase Agreement”), $225,000,000 aggregate principal amount of 12.125% Senior Secured Notes due 2018 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors (as defined below), if any, agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
COLLATERAL TRUST AGREEMENT dated as of June 23, 2011 among GOODMAN NETWORKS INCORPORATED, as Company the Guarantors from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee under the Indenture, the other Parity Lien Debt...Collateral Trust Agreement • February 14th, 2013 • Goodman Networks Inc • New York
This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of June 23, 2011 and is by and among Goodman Networks Incorporated, a Texas corporation (“Company”), the Guarantors from time to time party hereto, Wells Fargo Bank, National Association, as trustee (in such capacity and together with its successors in such capacity, the “Trustee”), the other Parity Lien Debt Representatives from time to time party hereto, and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This Securities Purchase Agreement is entered into November 2, 2011, by and between Ron B. Hill, an individual resident of the State of Texas (“Seller”), and Goodman Networks Incorporated, a Texas corporation (“Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This Securities Purchase Agreement is entered into June 7, 2011, by and between James Goodman, an individual resident of the State of Texas (“Seller”), and Goodman Networks Incorporated, a Texas corporation (“Purchaser” and sometimes referred to herein as the “Company”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This Amended and Restated Executive Employment Agreement (“Agreement”) is entered into by and between Goodman Networks, Incorporated (the “Company”) and John A. Goodman (the “Executive”). Subject to Board approval, this Agreement it is made to be effective as of February 1, 2013 (the “Effective Date”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This Executive Employment Agreement (this “Agreement”) is made and entered into by and between Goodman Networks Incorporated (the “Company”), a Texas corporation with its principal place of business in Farmers Branch, Texas, and James Goodman of San Antonio, Texas (the “Executive”), effective as of January 1, 2007.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This Amended and Restated Employment Agreement (“Agreement”) is entered into by and between Goodman Networks, Incorporated (the “Company”) and Joseph M. Goodman (the “Employee”). Subject to Board approval, this Agreement it is made to be effective as of February 1, 2013 (the “Effective Date”).
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • February 14th, 2013 • Goodman Networks Inc • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made and entered into as of October 11, 2012, by and among GOODMAN NETWORKS INCORPORATED, a corporation organized under the laws of the State of Texas (“Borrower”), each of the financial institutions which are now or which hereafter become a party hereto (individually, each a “Lender” and collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for the Lenders (PNC, in such capacity, “Agent”).
MASTER SERVICES AGREEMENT BETWEEN ALCATEL-LUCENT USA INC. and GOODMAN NETWORKS INC. AGREEMENT NUMBER 7062355Master Services Agreement • February 14th, 2013 • Goodman Networks Inc
THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
AMENDMENT NO. 9 TO SUBCONTRACT AGREEMENTSubcontract Agreement • February 14th, 2013 • Goodman Networks Inc
THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
AMENDMENT 3 TO MASTER SERVICES AGREEMENT 7062355Master Services Agreement • February 14th, 2013 • Goodman Networks Inc
This Amendment No. 3 to Master Services Agreement No. 7062355 (the “Amendment”) is entered into by and between Goodman Networks Inc. (“Service Provider”) and Alcatel-Lucent USA Inc. (“ALU”) effective as of January 1, 2012 (“Effective Date”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the MSA.
AMENDMENT NO. 10 TO SUBCONTRACT AGREEMENTSubcontract Agreement • February 14th, 2013 • Goodman Networks Inc
This AMENDMENT NO. 10 (this “Amendment”) is made and entered into as of July , 2005, by and between Alcatel USA Marketing, Inc., a corporation organized under the laws of the State of Delaware (“Alcatel”), and Goodman Networks, Inc. a corporation organized under the laws of the State of Texas (“Supplier”).
Amendment No. 3 to OPERATIONS GROUP SUBCONTRACT AGREEMENTSubcontract Agreement • February 14th, 2013 • Goodman Networks Inc
This Amendment No. 3 to the Operations Group Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks (G-Net) (hereinafter “Seller”) modifies the Agreement to the extent below.
Amendment No. 1 to NETWORK SERVICES DIVISION SUBCONTRACT AGREEMENTSubcontract Agreement • February 14th, 2013 • Goodman Networks Inc
This Amendment No. 1 to the Network Services Division Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks (G-Net) (hereinafter “Seller”) modifies the Agreement to the extent below.
Amendment No. 2 to OPERATIONS GROUP SUBCONTRACT AGREEMENTSubcontract Agreement • February 14th, 2013 • Goodman Networks Inc
This Amendment No. 2 to the Operations Group Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks (G-Net) (hereinafter “Seller”) modifies the Agreement to the extent below.
AMENDMENT NO. 8 TO SUBCONTRACT AGREEMENTSubcontract Agreement • February 14th, 2013 • Goodman Networks Inc
THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
Amendment No. 7 to SUBCONTRACT AGREEMENTSubcontract Agreement • February 14th, 2013 • Goodman Networks Inc
This Amendment No. 7 to the Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks Inc. (hereinafter “Seller”) modifies the Agreement to the extent below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into effective as of [ ], 2012, by and between Goodman Networks Incorporated, a Texas corporation (the “Company”), and [ ] (“Indemnitee”).
AMENDMENT 2 TO MASTER SERVICES AGREEMENT 7062355Master Services Agreement • February 14th, 2013 • Goodman Networks Inc
This Amendment No. 2 to Master Services Agreement No. 7062355 (the “Amendment”) is entered into by and between Goodman Networks Inc. (“Service Provider”) and Alcatel-Lucent USA Inc. (“ALU”) effective as of January 1, 2011. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the MSA.
Amendment No. 6 to SUBCONTRACT AGREEMENTSubcontract Agreement • February 14th, 2013 • Goodman Networks Inc
This Amendment No. 6 to the Subcontract Agreement (hereinafter “Agreement”) between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”) and Goodman Networks Inc. (hereinafter “Seller”) modifies the Agreement to the extent below.
CUSTOMER SERVICE DIVISION SUBCONTRACT AGREEMENTSubcontract Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This Customer Service Division Subcontract Agreement (hereinafter “Agreement”), is entered into this 30th day of September, 2001 (the “Effective Date”), by and between ALCATEL USA Marketing, Inc., (hereinafter “ALCATEL USA”), a Delaware corporation, with its principal place of business at 1000 Coit Road, Plano, Texas, 75075, and GNET (hereinafter “Seller”), a (x) corporation, ( ) partnership, ( ) sole proprietorship, or ( ) , organized under the laws of the State of Texas, with its principal place of business at 2081 Hutton Dr., Suite 201 Carrollton TX 75006.
No. 20110823.066.C Turf Program Agreement Between Goodman Networks, Inc. And AT&T Mobility LLCProprietary and Confidential • February 14th, 2013 • Goodman Networks Inc
THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This Voting Agreement and Irrevocable Proxy is entered into as of June 24, 2009, by and among Goodman Networks Incorporated, a Texas corporation (“Company”), John Goodman (“Agent”) and the shareholder identified on the signature page hereto and the trustee and beneficiary of the shareholder identified on the signature page hereto (collectively, the “Shareholder”).
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 14th, 2013 • Goodman Networks Inc • New York
This TRADEMARK SECURITY AGREEMENT, dated as of June 23, 2011 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of U.S. Bank National Association, as collateral trustee for the Parity Lien Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Trustee”).
ContractGoodman Networks Inc • February 14th, 2013 • Texas
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.
INTERCREDITOR AGREEMENTIntercreditor Agreement • February 14th, 2013 • Goodman Networks Inc • New York
Intercreditor Agreement (this “Agreement”), dated as of June 23, 2011, among PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Representative”) for the ABL Secured Parties (as defined below), U.S. BANK NATIONAL ASSOCIATION, as collateral trustee pursuant to that certain Collateral Trust Agreement (as defined below) (in such capacity, with its successors and assigns, and as more specifically defined below, the “Collateral Trust Representative”) for the Collateral Trust Secured Parties (as defined below), and each of the Grantors (as defined below) party hereto.
VOTING AGREEMENT AND IRREVOCABLE LIMITED PROXYVoting Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This Voting Agreement and Irrevocable Limited Proxy is entered into as of June 24, 2009, by and among Goodman Networks Incorporated, a Texas corporation (“Company”), John Goodman (“Agent”) and the shareholder identified on the signature page hereto (“Shareholder”).
RANCH LEASERanch Lease • February 14th, 2013 • Goodman Networks Inc
THIS AGREEMENT (this “Lease”) by and between GOODMAN BROTHERS, LP, a Texas limited partnership (“Lessor”), whose address is 37 Old Fredericksburg Rd. Boerne Texas 78015 and GOODMAN NETWORKS, INCORPORATED, a Texas corporation (“Lessee”), whose address is 6400 International PKWY Suite 1000, Plano, Texas.
Amendment 2 to Turf Program Agreement Number 20110823.066.A.002 Between Goodman Networks, Inc. And AT&T Mobility LLCProgram Agreement • February 14th, 2013 • Goodman Networks Inc
This Amendment, effective on the date when signed by the last Party (“Effective Date”), and amending Agreement No.20110823.066.C, is by and between Goodman Networks, Inc., a Texas corporation (“Supplier”), and AT&T Mobility LLC, a Delaware corporation (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 14th, 2013 • Goodman Networks Inc • Texas
This Securities Purchase Agreement is entered into June 7, 2011, by and between SG-Goodman, LLC, an Arkansas limited liability company (“SG-Goodman”), SG-Tower, LLC, an Arkansas limited liability company (“SG-Tower,”), SG-GN/SD, LLC, an Arkansas limited liability company (“SG-GN,”), SG-LTE, LLC, an Arkansas limited liability company (“SG-LTE,” and together with SG-Goodman, SG-Tower and SG-GN, collectively referred to herein as “Sellers”), and Goodman Networks Incorporated, a Texas corporation (“Purchaser” and sometimes referred to herein as the “Company”).
SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • February 14th, 2013 • Goodman Networks Inc
THIS SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “Amendment”), is entered into as of the 27th day of March, 2012;
NONQUALIFIED STOCK OPTION AGREEMENT GOODMAN NETWORKS, INCORPORATEDNonqualified Stock Option Agreement • February 14th, 2013 • Goodman Networks Inc
PLEDGE AND SECURITY AGREEMENT dated as of June 23, 2011 between GOODMAN NETWORKS INCORPORATED, EACH OF THE GRANTORS FROM TIME TO TIME PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Collateral TrusteePledge and Security Agreement • February 14th, 2013 • Goodman Networks Inc • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of June 23, 2011 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between GOODMAN NETWORKS INCORPORATED, a Texas corporation (“Company”) and each of the subsidiaries of Company party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (together with Company, the “Grantors” and each, a “Grantor”), and U.S. BANK NATIONAL ASSOCIATION, as collateral trustee for the Parity Lien Secured Parties (as herein defined) (in such capacity as collateral trustee, together with its successors and permitted assigns, the “Collateral Trustee”).
AMENDED AND RESTATED REVOLVING CREDIT NOTERevolving Credit Note • February 14th, 2013 • Goodman Networks Inc • New York
This Revolving Credit Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Amended and Restated Revolving Credit and Security Agreement dated as of the date hereof (as hereafter amended, modified, supplemented, extended and/or restated from time to time, the “Credit Agreement”) by GOODMAN NETWORKS INCORPORATED, a corporation organized under the laws of the State of Texas (the “Borrower”), the financial institutions which are now or which hereafter become a party thereto (collectively, the “Lenders” and individually a “Lender”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC, in such capacity, the “Agent”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.
FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • February 14th, 2013 • Goodman Networks Inc
THIS FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “Amendment”), is entered into as of the 30th day of August, 2011;
