AGREEMENT AND PLAN OF MERGER DATED AS OF December , 2004, AMONG MID-MISSOURI PARENT, LLC, MID-MISSOURI HOLDING CORP., RURAL LEC ACQUISITION LLC and OTELCO MERGER SUBSIDIARY, INC.Agreement and Plan of Merger • November 19th, 2004 • Brindlee Mountain Telephone Co • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December , 2004, among MID-MISSOURI PARENT, LLC, a Delaware limited liability company (“Parent”), MID-MISSOURI HOLDING CORP., a Delaware corporation and wholly owned subsidiary of Parent (“MMHC”), RURAL LEC ACQUISITION LLC, a Delaware limited liability company (together with is successor in interest upon the Conversion, “Otelco”), and OTELCO MERGER SUBSIDIARY, INC., a Delaware corporation and wholly owned subsidiary of OTELCO (“MergerCo”).
OTELCO TELEPHONE LLC (a Delaware Limited Liability Company) THIRD AMENDED AND RESTATED OPERATING AGREEMENT Dated as of November __, 2004Operating Agreement • November 5th, 2004 • Brindlee Mountain Telephone Co • Telephone communications (no radiotelephone) • Delaware
THIRD AMENDED AND RESTATED OPERATING AGREEMENT dated as of November __, 2004, of OTELCO TELEPHONE LLC, a Delaware limited liability company (the “Company”).
OTELCO INC. and the Guarantors from time to time party hereto, as GuarantorsSupplemental Indenture • November 19th, 2004 • Brindlee Mountain Telephone Co • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of , 2004 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among OTELCO INC., a Delaware corporation (the “Company”), each subsidiary of the Company listed on the signature pages hereto (the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • November 19th, 2004 • Brindlee Mountain Telephone Co • Telephone communications (no radiotelephone) • New York
INVESTOR RIGHTS AGREEMENT, dated as of December , 2004 (this “Agreement”), among Otelco Inc., a Delaware corporation (the “Company”), Seaport Capital Partners II, L.P., a Delaware limited partnership (“Seaport Capital”), Seaport Investments, LLC, a Delaware limited liability company (“Seaport Investments”, and together with Seaport Capital, “Seaport”), CEA Capital Partners USA, L.P., a Delaware limited partnership (“CEA Capital”), CEA Capital Partners USA CI, L.P., a Delaware limited partnership (“CEA Capital CI”, and together with CEA Capital, “CEA”), BancBoston Ventures Inc., a Massachusetts corporation (“BancBoston”), Mid-Missouri Parent LLC, a Delaware limited liability company (“Mid-Missouri Parent”), Michael D. Weaver, Sean Reilly, Kevin Reilly and Sternberg Consulting Inc., a Louisiana corporation (“Sternberg Consulting”).
Otelco Inc. 8,659,000 Income Deposit Securities Each Representing One Share of Class A Common Stock and $7.52 Principal Amount of __% Senior Subordinated Notes Due 2019Underwriting Agreement • November 19th, 2004 • Brindlee Mountain Telephone Co • Telephone communications (no radiotelephone)
CREDIT AGREEMENT Dated as of December , 2004 among OTELCO INC., as Borrower, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION, as...Credit Agreement • November 19th, 2004 • Brindlee Mountain Telephone Co • Telephone communications (no radiotelephone) • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of December , 2004 among OTELCO INC., a Delaware corporation (“Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders, and the other Lenders signatory hereto from time to time.
