EXHIBIT 1.1 10,000,000 SHARES ALLEGIANCE TELECOM, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT January o, 2000 January o, 2000 Goldman, Sachs & Co. Salomon Smith Barney Inc. Bear, Stearns & Co. Inc. c/o Goldman, Sachs & Co. 85...Underwriting Agreement • January 7th, 2000 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York
2 - 3 4. Mandatory Advancement of Expenses. The Company shall advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any proceeding referred to in Section 3 to which the Indemnitee is a...Indemnification Agreement • June 30th, 1998 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • Delaware
1 EXHIBIT 4.1 ALLEGIANCE TELECOM, INC. PURCHASE AGREEMENTPurchase Agreement • May 6th, 1998 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.27 AMENDMENT NO. 2 TO ALLEGIANCE TELECOM, INC. RESTRICTED STOCK AGREEMENT This Amendment No. 2 (this "AMENDMENT") to the Allegiance Telecom, Inc. Restricted Stock Agreement dated June 7, 2002 (as amended on September 12, 2002, the "ORIGINAL...Restricted Stock Agreement • March 31st, 2003 • Allegiance Telecom Inc • Telephone communications (no radiotelephone)
andIndenture • December 23rd, 1998 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York
EXECUTION COPY ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 14th, 2004 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 1.1 12,000,000 SHARES ALLEGIANCE TELECOM, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT Morgan Stanley & Co. Incorporated Smith Barney Inc. Donaldson, Lufkin & Jenrette Securities Corporation Goldman, Sachs & Co. UBS...Underwriting Agreement • June 30th, 1998 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 99.4 AMENDED AND RESTATED REGISTRATION AGREEMENT THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this "AGREEMENT") is made as of September 13, 1999, by and among Allegiance Telecom, Inc. ("ALLEGIANCE"), and the stockholders listed on the...Registration Agreement • September 22nd, 1999 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • Delaware
1 EXHIBIT 1.1 12,850,000 SHARES ALLEGIANCE TELECOM, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT April [ ], 1999 April [ ], 1999 Salomon Smith Barney Goldman, Sachs & Co. Donaldson, Lufkin & Jenrette Securities Corporation Morgan...Underwriting Agreement • April 14th, 1999 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENTCredit and Guaranty Agreement • November 27th, 2002 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York
2 - 3 purchase such Offered Securities shall be null and void, and the Transferring Securityholder shall have the right, within the 90 days following the Authorization Date and subject to the provisions of subparagraph 3(c) below, to transfer such...Securityholders Agreement • March 31st, 1998 • Allegiance Telecom Inc • Delaware
Investors Agreement Final -1- 2Investors Agreement • September 22nd, 1999 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • Illinois
EXHIBIT 10.21 RESTRICTED STOCK AGREEMENT PURSUANT TO THE 1998 STOCK INCENTIVE PLAN, AS AMENDED This Restricted Stock Agreement (this "AGREEMENT") is made and entered into as of the date of award indicated below (the "AWARD DATE") by and between...Restricted Stock Agreement • March 31st, 2003 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • Delaware
ALLEGIANCE TELECOM, INC., as Issuer andIndenture • March 31st, 1998 • Allegiance Telecom Inc • New York
1 EXHIBIT 10.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 31st, 1998 • Allegiance Telecom Inc • Delaware
1 EXHIBIT 10.11 WARRANT REGISTRATION RIGHTS AGREEMENTWarrant Registration Rights Agreement • May 22nd, 1998 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.4 COLLATERAL PLEDGE AND SECURITY AGREEMENT This COLLATERAL PLEDGE AND SECURITY AGREEMENT (this "Pledge Agreement") is made and entered into as of July 7, 1998 by ALLEGIANCE TELECOM, INC., a Delaware corporation (the "Pledgor"), having its...Collateral Pledge and Security Agreement • December 23rd, 1998 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York
BETWEENGeneral Agreement • May 6th, 1998 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • Illinois
1 EXHIBIT 4.4 NOTES REGISTRATION RIGHTS AGREEMENT Dated January 29, 1998Notes Registration Rights Agreement • May 6th, 1998 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 10.10 AMENDED AND RESTATED EXECUTIVE PURCHASE AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE PURCHASE AGREEMENT (this "Agreement") is made as of December 13, 1999, by and between Allegiance Telecom, Inc., a Delaware corporation (the...Executive Purchase Agreement • March 29th, 2000 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • Delaware
1 EXHIBIT 10.9 WARRANT AGREEMENTWarrant Agreement • March 31st, 1998 • Allegiance Telecom Inc • New York
EXHIBIT 10.40 CONFIDENTIAL ** NOTE: CERTAIN MATERIAL HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC. AMENDED AND RESTATED CONFIDENTIAL SETTLEMENT AGREEMENT AND MUTUAL...Confidential Settlement Agreement and Mutual Release • April 14th, 2004 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York
AMENDMENT ONE TO MASTER PROCUREMENT AGREEMENTMaster Procurement Agreement • November 14th, 2001 • Allegiance Telecom Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.5 EXECUTIVE RETENTION BONUS AGREEMENT THIS EXECUTIVE RETENTION BONUS AGREEMENT (this "Agreement") is by and between Allegiance Telecom Company Worldwide (the "Company") and Clay Myers (the "Employee"), effective as of the date set forth...Executive Retention Bonus Agreement • May 20th, 2003 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • Texas
EXHIBIT 10.26 AMENDMENT NO. 1 TO ALLEGIANCE TELECOM, INC. RESTRICTED STOCK AGREEMENT This Amendment No. 1 (this "AMENDMENT") to the Allegiance Telecom, Inc. Restricted Stock Agreement dated June 7, 2002 (the "ORIGINAL AGREEMENT") is being signed as of...Restricted Stock Agreement • March 31st, 2003 • Allegiance Telecom Inc • Telephone communications (no radiotelephone)
1 EXHIBIT 99.1 COMMON STOCK PURCHASE AND OPTION AGREEMENTCommon Stock Purchase and Option Agreement • September 22nd, 1999 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • Illinois
ALLEGIANCE TELECOM, INC. FORM OF RESTRICTED STOCK AGREEMENT PURSUANT TO THE 1998 STOCK INCENTIVE PLAN, AS AMENDEDRestricted Stock Agreement • May 21st, 2002 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • Delaware
This Restricted Stock Agreement (this "Agreement") is made and entered into as of the date of award indicated below (the "Award Date") by and between Allegiance Telecom, Inc., a Delaware corporation ("we" or the "Company"), and the person named below as participant ("you" or the "Participant"). All capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to them in Paragraph 5 of this Agreement.
andIndenture • June 30th, 1998 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 99.2 COUNTERPART AGREEMENT THIS COUNTERPART AGREEMENT (this "Agreement") is made as of September 13, 1999, by and among the parties listed on the signature pages hereto (collectively, the "Sellers"), Reed E. Hundt ("Hundt") and Gregory E....Counterpart Agreement • September 22nd, 1999 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • Illinois
EXHIBIT 10.23 AMENDMENT NO. 2 TO ALLEGIANCE TELECOM, INC. RESTRICTED STOCK AGREEMENT This Amendment No. 2 (this "AMENDMENT") to the Allegiance Telecom, Inc. Restricted Stock Agreement dated June 7, 2002 as amended on November 5, 2002 (the "ORIGINAL...Restricted Stock Agreement • March 31st, 2003 • Allegiance Telecom Inc • Telephone communications (no radiotelephone)
AMENDMENT NO.1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 21st, 2004 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York
This AMENDMENT NO. 1 to the Asset Purchase Agreement is dated as of April 13, 2004 (this “Amendment”) and is entered into by and among Allegiance Telecom, Inc., a Delaware corporation (“ATI”), Allegiance Telecom Company Worldwide, a Delaware corporation (“ATCW” and, together with ATI, “Sellers” and each individually, a “Seller”), and XO Communications, Inc., a Delaware corporation (“Buyer”).
AMENDMENT FOUR TO INTEGRATED NETWORK SOLUTION PURCHASE AGREEMENTIntegrated Network Solution Purchase Agreement • November 14th, 2002 • Allegiance Telecom Inc • Telephone communications (no radiotelephone)
THIS AMENDMENT FOUR TO INTEGRATED NETWORK SOLUTION PURCHASE AGREEMENT (this "Amendment Four"), is effective as of August 21, 2002 (the "Effective Date"), by and between Genuity Solutions Inc., with a principal business address at 225 Presidential Way, Woburn, Massachusetts 01801 ("Genuity"), and Allegiance Telecom Company Worldwide, with a principal business address at 9201 N. Central Expressway, Dallas, Texas 75231 ("Allegiance") (collectively, the "Parties"), which amends that certain Integrated Network Solution Purchase Agreement by and between the Parties dated July 24, 2000, as amended from time to time (the "Agreement").
INTEGRATED NETWORK SOLUTION PURCHASE AGREEMENTIntegrated Network Solution Purchase Agreement • April 1st, 2002 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • Delaware
GECC LETTERHEAD] FORBEARANCE AGREEMENT Dated as of April 29, 2003Forbearance Agreement • May 1st, 2003 • Allegiance Telecom Inc • Telephone communications (no radiotelephone) • New York
Re: Credit and Guaranty Agreement dated as of February 15, 2000 by and among, inter alia, Allegiance Telecom Company Worldwide, as borrower (the “Borrower”), and various affiliates and subsidiaries as guarantors (the “Guarantors,” together with the Borrower, the “Credit Parties”), General Electric Capital Corporation, as successor administrative agent (the “Administrative Agent”), and various lenders identified as such thereunder (as amended and modified “the Credit Agreement”)
EXHIBIT 10.2 TERMINATION OF BOARD VOTING AGREEMENTS THIS TERMINATION OF BOARD VOTING AGREEMENTS (this "AGREEMENT") is made as of February 14, 2003, by the stockholders of Allegiance Telecom, Inc. (the "COMPANY") listed on the signature pages hereto...Termination of Board Voting Agreements • March 31st, 2003 • Allegiance Telecom Inc • Telephone communications (no radiotelephone)
