COMMON STOCKUnderwriting Agreement • April 7th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software • New York
1 EXHIBIT 1.2 MINDSPRING ENTERPRISES, INC. ___% CONVERTIBLE SUBORDINATED NOTES DUE 2006 UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software • New York
WITNESSETH:Lease Agreement • March 28th, 1997 • Mindspring Enterprises Inc • Services-business services, nec • Georgia
ANDAsset Purchase Agreement • February 25th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software • Colorado
1 EXHIBIT 2.4 September 22, 1999 Board of Directors EarthLink Network, Inc. MindSpring Stockholder Agreement Ladies and Gentlemen: I, the undersigned stockholder of MindSpring Enterprises, Inc., a Delaware corporation ("MindSpring"), to induce...Stockholder Agreement • September 30th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software • Delaware
and AS TRUSTEE INDENTUREIndenture • April 7th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software • New York
by and among MINDSPRING ENTERPRISES, INC., as Borrower,Credit Agreement • February 25th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software • North Carolina
1 EXHIBIT 1 2,300,000 Shares MINDSPRING ENTERPRISES, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 1998 • Mindspring Enterprises Inc • Services-prepackaged software • New York
EXHIBIT 10.1. July 12, 1996 MASTER SERVICES AGREEMEMT This Master Services Agreement ("Agreement") is entered into by and between BellSouth Telecommunications, Inc. ("BellSouth") and MindSpring Enterprises, Inc. ("Customer"). BellSouth and Customer...Master Services Agreement • August 14th, 1997 • Mindspring Enterprises Inc • Services-business services, nec
SYKES ENTERPRISES, INCORPORATED SUPPORT AGREEMENTSupport Agreement • March 30th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software • Colorado
1 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (the "Amendment") is entered into as of September 1, 1996 by and between PSINET INC. ("Seller") and MINDSPRING ENTERPRISES, INC. ("Buyer"). WHEREAS, Seller...Asset Purchase Agreement • October 8th, 1996 • Mindspring Enterprises Inc • Services-business services, nec
EXHIBIT 10 [MINDSPRING LOGO] 1430 West Peachtree Street Suite 400 Atlanta, GA 30308 phone 404-815-0770 fax 404-815-8805 MindSpring and Monorail Reseller Agreement 1. MindSpring will pay Monorail $660,000 the composition of which is $60,000 for...Reseller Agreement • November 14th, 1996 • Mindspring Enterprises Inc • Services-business services, nec
1 EXHIBIT 10.6 AMENDMENT NO. 2 TO NETWORK SERVICES AGREEMENT THIS AMENDMENT NO. 2 TO NETWORK SERVICES AGREEMENT (the "Amendment") is entered into as of January 1, 1997 by and between PSINET, INC. ("PSINet") and MINDSPRING ENTERPRISES, INC....Network Services Agreement • March 3rd, 1997 • Mindspring Enterprises Inc • Services-business services, nec
1 EXHIBIT 10.13 OFFICE BUILDING LEASE AGREEMENT THIS LEASE is made between PENNSYLVANIA DENTAL SERVICE CORPORATION, a Pennsylvania corporation d/b/a Delta Dental of Pennsylvania, having its principal place of business at One Delta Drive,...Office Building Lease Agreement • March 30th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software • Pennsylvania
1 EXHIBIT 10.5 AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT AND AMENDMENT NO. 1 TO CONVERTIBLE NOTE THIS AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT AND AMENDMENT NO. 1 TO CONVERTIBLE NOTE (the "Amendment") is entered into as of January 24, 1997 by and...Asset Purchase Agreement • March 3rd, 1997 • Mindspring Enterprises Inc • Services-business services, nec • New York
AS TRUSTEE INDENTUREIndenture • April 7th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software • New York
EXHIBIT 4 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT...Convertible Note • October 8th, 1996 • Mindspring Enterprises Inc • Services-business services, nec
ANDFirst Supplemental Indenture • April 12th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software • New York
4 2 network which is controllable by GridNet, and not as a result of a force majeure occurrence. For local dial access port availability, the Stated Interval shall be 30 working days. For all other defaults, the Stated Interval shall be 24 hours. In...Data Communications Products and Services Agreement • May 15th, 1998 • Mindspring Enterprises Inc • Services-prepackaged software • Georgia
EXHIBIT 2.3 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of September ___, 1999, between EARTHLINK NETWORK, INC., a Delaware corporation ("EarthLink"), and MINDSPRING ENTERPRISES, INC., a Delaware corporation ("MindSpring"). W I T N E S S E...Stock Option Agreement • September 30th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software • Delaware
2 3 the notice of provisional redemption (the "Notice Date," which such date shall be no more than 60 nor less than 30 days prior to the Provisional Redemption Date).First Amendment, Waiver and Consent Agreement • April 12th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software • North Carolina
2 3 such Adverse Consequences are suffered during or after the Survival Period. As a further accommodation to MindSpring, NETCOM agrees that for a reasonable period after the Closing as agreed by the parties it will maintain on its payroll the...Closing Agreement • February 25th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software
EXHIBIT 99.3 DESCRIPTION OF SECURED CREDIT FACILITY We have a credit agreement, dated as of February 17, 1999, with First Union National Bank as lender and as administrative agent for the other lenders, which agreement provides for a $100,000,000...Credit Agreement • February 25th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software
EXHIBIT 99.1 DESCRIPTION OF SECURED CREDIT FACILITY SECURED CREDIT FACILITY We have a credit agreement, dated as of February 17, 1999, with First Union National Bank as lender and as administrative agent for the other lenders, which agreement provides...Secured Credit Facility • February 25th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software
EXHIBIT 99.1 REGISTRATION PROCEDURES These REGISTRATION PROCEDURES (the "Procedures") are dated as of March 8, 1999, and are between MINDSPRING ENTERPRISES, INC., a Delaware corporation ("MindSpring"), and ICG PST, INC., a Delaware corporation...Registration Procedures • April 6th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software
EXHIBIT 10.2 SPECIAL SERVICE ARRANGEMENT AGREEMENTSpecial Service Arrangement Agreement • August 14th, 1997 • Mindspring Enterprises Inc • Services-business services, nec • South Carolina
1 Exhibit 10.2 ================================================================ ================ GUARANTY AND COLLATERAL AGREEMENTGuaranty and Collateral Agreement • February 25th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software • North Carolina
dated as ofAgreement and Plan of Reorganization • September 30th, 1999 • Mindspring Enterprises Inc • Services-prepackaged software • Delaware
