EXHIBIT 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "AMENDMENT") is entered into this 9th day of August 2000, by and among ONEMAIN.COM, INC., a Delaware corporation ("COMPANY"),...Agreement and Plan of Merger • August 14th, 2000 • Earthlink Inc • Services-computer programming, data processing, etc.
LEASE AGREEMENTLease Agreement • August 10th, 2000 • Earthlink Inc • Services-computer programming, data processing, etc.
EARTHLINK, INC. ANDSecond Supplemental Indenture • July 10th, 2000 • Earthlink Inc • Services-computer programming, data processing, etc. • New York
OFFICE LEASE between KINGSTON ATLANTA PARTNERS, L.P., a Delaware limited partnership, Landlord and MINDSPRING ENTERPRISES, INC., a Delaware corporation, TenantOffice Lease • May 15th, 2001 • Earthlink Inc • Services-computer programming, data processing, etc. • Georgia
RIGHTS AGREEMENT by and between EARTHLINK, INC. and AMERICAN STOCK TRANSFER & TRUST CO. as Rights Agent Dated as of August 6, 2002.Rights Agreement • August 6th, 2002 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware
This RIGHTS AGREEMENT, dated as of August 6, 2002 (the "Agreement"), is by and between EarthLink, Inc., a Delaware corporation (the "Company"), and American Stock Transfer & Trust Co. (the "Rights Agent").
BY AND AMONGMerger Agreement • June 21st, 2000 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware
EXHIBIT 2.6 PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF JANUARY 4, 2000Preferred Stock Purchase Agreement • January 6th, 2000 • WWW Holdings Inc • California
ARTICLE 1.Registration Rights Agreement • March 9th, 2001 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware
REGISTRATION RIGHTS AGREEMENT by and among EARTHLINK, INC., THE GUARANTORS NAMED HEREIN and CREDIT SUISSE SECURITIES (USA) LLC as Representative of the several Initial Purchasers Dated as of May 29, 2013Registration Rights Agreement • May 29th, 2013 • Earthlink Inc • Services-computer programming, data processing, etc. • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 29, 2013, by and among EarthLink, Inc., a Delaware corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”) and Credit Suisse Securities (USA) LLC, as the representative (the “Representative”) of the several initial purchasers (collectively, the “Initial Purchasers”) listed on Schedule 1 to the Purchase Agreement (as defined below), each of whom has agreed to purchase the Company’s $300,000,000 aggregate principal amount of 7.375% Senior Secured Notes due 2020 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement. The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities”.
EARTHLINK, INC., as Company, and the Subsidiary Guarantors party hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as TrusteeIndenture • May 17th, 2011 • Earthlink Inc • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of May 17, 2011, by and among EarthLink, Inc., a Delaware corporation (the “Company”), the Subsidiaries of the Company party hereto (the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
Exhibit 10.39 FIRST AMENDMENT TO LEASE This First Amendment to Lease (the "AMENDMENT") is made and entered into this 1st day of October, 1999 (the "EFFECTIVE DATE") by and between PARK WEST E-3 ASSOCIATES, a Texas joint venture ("LANDLORD") and...Lease • January 6th, 2000 • WWW Holdings Inc • Texas
ARTICLE I DEFINITIONSGovernance Agreement • March 2nd, 2001 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 30, 2016 among EARTHLINK HOLDINGS CORP., as the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO FROM TIME TO TIME, as Guarantors, THE LENDERS PARTY HERETO, REGIONS BANK, as...Credit Agreement • July 1st, 2016 • EarthLink Holdings Corp. • Services-computer programming, data processing, etc. • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 30, 2016 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among EARTHLINK HOLDINGS CORP., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party hereto, as Guarantors, the Lenders from time to time party hereto, and REGIONS BANK, as administrative agent (in such capacity, “Administrative Agent”) and collateral agent (in such capacity, “Collateral Agent”).
EARTHLINK, INC., as Company, and the Subsidiary Guarantors party hereto and REGIONS BANK, as TrusteeIndenture • May 29th, 2013 • Earthlink Inc • Services-computer programming, data processing, etc. • New York
INDENTURE, dated as of May 29, 2013, by and among EarthLink, Inc., a Delaware corporation (the “Company”), the Subsidiaries of the Company party hereto (the “Subsidiary Guarantors”) and Regions Bank, as trustee (the “Trustee”).
Exhibit 10.43 FIFTH AMENDMENT TO LEASE THIS AMENDMENT made this 26th day of October, 1999, by and among 1430 L.L.C., (The Landlord), and Mindspring Enterprises, Inc., a Delaware Corporation (The Tenant). WHEREAS, by Agreement of Lease ("The Lease")...Lease • January 6th, 2000 • WWW Holdings Inc
WITNESSETH:Office Building Lease Agreement • August 10th, 2000 • Earthlink Inc • Services-computer programming, data processing, etc.
BETWEENInvestor Rights Agreement • January 6th, 2000 • WWW Holdings Inc • California
CREDIT AGREEMENT dated as May 20, 2011 among EARTHLINK, INC., and upon its designation as such, ITC^DELTACOM, INC., as Borrowers, CERTAIN OTHER CREDIT PARTIES PARTY HERETO FROM TIME TO TIME, THE LENDERS PARTY HERETO, REGIONS BANK, as Administrative...Credit Agreement • May 20th, 2011 • Earthlink Inc • Services-computer programming, data processing, etc. • New York
This CREDIT AGREEMENT, dated as of May 20, 2011 (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among EARTHLINK, INC., a Delaware corporation (the “Company”), certain Subsidiaries of the Company from time to time party hereto, as Guarantors, the Lenders from time to time a party hereto, REGIONS BANK, as administrative agent (in such capacity, “Administrative Agent”) and collateral agent (in such capacity, “Collateral Agent”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2016 • EarthLink Holdings Corp. • Services-computer programming, data processing, etc. • Georgia
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) between EarthLink Holdings Corp., a Delaware corporation (“Holdings”), EarthLink Shared Services, LLC, a Delaware limited liability company (collectively with Holdings, the “Company”) and Joseph F. Eazor (referred to herein as “You”) is entered into on August 12, 2016 (the “Effective Time”).
EXHIBIT 9.1 ----------- AGREEMENT TO VOTE STOCK THIS AGREEMENT TO VOTE STOCK, dated as of June 7, 2000 (the "Agreement"), among the Granting Stockholders named on SCHEDULE A hereto, OneMain.com, Inc., a Delaware corporation (the "Company"), EarthLink,...Agreement to Vote Stock • July 10th, 2000 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware
AGREEMENT AND PLAN OF MERGER by and among WINDSTREAM HOLDINGS, INC., EUROPA MERGER SUB, INC., EUROPA MERGER SUB, LLC and EARTHLINK HOLDINGS CORP. Dated as of November 5, 2016Merger Agreement • November 10th, 2016 • EarthLink Holdings Corp. • Services-computer programming, data processing, etc. • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2016 (this “Agreement”), among WINDSTREAM HOLDINGS, INC., a Delaware corporation (“Parent”), EUROPA MERGER SUB, INC., a Delaware corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub 1”), EUROPA MERGER SUB, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Parent (“Merger Sub 2”), and EARTHLINK HOLDINGS CORP., a Delaware corporation (the “Company”).
EARTHLINK, INC. $225,000,000 Principal AmountUnderwriting Agreement • November 15th, 2006 • Earthlink Inc • Services-computer programming, data processing, etc. • New York
The Notes are to be issued pursuant to an indenture (the “Indenture”) to be dated as of November 17, 2006, between the Company and Wells Fargo Bank, N.A., as trustee (the “Trustee”). The Notes will be convertible in accordance with their terms and the terms of the Indenture into cash and, if applicable, shares of the common stock (the “Common Stock”) of the Company, $0.01 par value per share (the “Shares”).
SUBLEASESublease • January 6th, 2000 • WWW Holdings Inc
as amended effective May 8, 2008) Restricted Stock Unit AgreementRestricted Stock Unit Agreement • February 26th, 2010 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the day of , 20 , between EarthLink, Inc., a Delaware corporation (the “Company”), and (the “Participant”) is made pursuant and subject to the provisions of the Company’s Equity Plan for Non-Employee Directors (as amended effective May 8, 2008) (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
EARTHLINK HOLDINGS CORP.Restricted Stock Unit Agreement • May 3rd, 2016 • EarthLink Holdings Corp. • Services-computer programming, data processing, etc. • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) dated as of the 18th day of February, 2016, between EarthLink Holdings Corp., a Delaware corporation (the “Company”), and _______________ (the “Participant”) is made pursuant and subject to the provisions of the Company's 2016 Equity and Cash Incentive Plan (the “Plan”). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
EARTHLINK HOLDINGS CORP. 2011 EQUITY AND CASH INCENTIVE PLAN Restricted Stock Unit AgreementRestricted Stock Unit Agreement • May 5th, 2015 • EarthLink Holdings Corp. • Services-computer programming, data processing, etc. • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this "Agreement") dated as of the 19th day of February, 2015, between EarthLink Holdings Corp., a Delaware corporation (the "Company"), and _______________ (the "Participant") is made pursuant and subject to the provisions of the Company's 2011 Equity and Cash Incentive Plan (the "Plan"). All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
SECURITY AGREEMENTSecurity Agreement • March 21st, 2006 • Earthlink Inc • Services-computer programming, data processing, etc.
THIS SECURITY AGREEMENT (this “Agreement”), dated as of March , 2006, is made by COVAD COMMUNICATIONS GROUP, INC., a Delaware corporation (“Group”), and COVAD COMMUNICATIONS COMPANY, a California corporation (“Operating”; individually and collectively with Group, the “Debtor”), for the benefit of EARTHLINK, INC., a Delaware corporation (the “Secured Party”), acting on its own behalf and as Collateral Agent (as defined in the Note described below) for the Holders (as defined in the Note described below) of the Note described below.
HIGH-SPEED SERVICE AGREEMENTHigh-Speed Service Agreement • May 1st, 2009 • Earthlink Inc • Services-computer programming, data processing, etc. • Georgia
EARTHLINK, INC. RETENTION INCENTIVE AGREEMENTRetention Incentive Agreement • May 17th, 2007 • Earthlink Inc • Services-computer programming, data processing, etc.
THIS RETENTION INCENTIVE AGREEMENT (this "Agreement") is made on the __ day of May, 2007, by and between EarthLink, Inc., a Delaware corporation, and its Affiliates (collectively "EarthLink") and ___________________ ("you"), to provide a financial incentive for you to remain employed with EarthLink for the time period and on the terms set forth below.
FORM OF AGREEMENT [Form of Agreement to Vote and Tender (Entity)] AGREEMENT TO VOTE AND TENDERAgreement to Vote and Tender • October 29th, 2001 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT TO VOTE AND TENDER, dated as of October 17, 2001 (the "Agreement"), is by and among , a corporation (the "Stockholder") and EarthLink, Inc., a Delaware corporation (the "Buyer").
MUTUAL NON-DISCLOSURE AND NON-SOLICITATION AGREEMENTMutual Non-Disclosure and Non-Solicitation Agreement • June 19th, 2002 • Earthlink Inc • Services-computer programming, data processing, etc. • Georgia
This Mutual Non-Disclosure and Non-Solicitation Agreement (this "Agreement"), is made as of September 17, 2001 between EarthLink, Inc. a Delaware corporation ("EarthLink"), and PeoplePC, Inc., a Delaware corporation ("PeoplePC"). EarthLink and PeoplePC are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2006 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March , 2006, by and between Covad Communications Group, Inc., a Delaware corporation (the “Company”), and EarthLink, Inc., a Delaware corporation (the “Purchaser”).
MUTUAL NON-DISCLOSURE AND NON-SOLICITATION AGREEMENTMutual Non-Disclosure and Non-Solicitation Agreement • October 31st, 2001 • Earthlink Inc • Services-computer programming, data processing, etc. • Georgia
This Mutual Non-Disclosure and Non-Solicitation Agreement (this "Agreement") is made as of September 6, 2001 between EarthLink, Inc., a Delaware corporation ("EarthLink"), and CIDCO, Incorporated., a Delaware corporation ("CIDCO"). EarthLink and CIDCO are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 2nd, 2005 • Earthlink Inc • Services-computer programming, data processing, etc. • Georgia
THIS EMPLOYMENT AGREEMENT is made on October 27, 2005 but shall be effective as of July 1, 2005, between EARTHLINK INC., a Delaware corporation, and CHARLES G. BETTY (referred to herein as "You") and constitutes an amendment and restatement of that certain Employment Agreement between the Company and You dated January 28, 2003.
EXHIBIT 10.37 EARTHLINK CENTRE STANDARD MODIFIED GROSS OFFICE LEASE W I T N E S S E T H This lease ("LEASE") is entered into by and between Limar Realty Corp. #6, a California corporation ("LANDLORD") and EarthLink Network, Inc., a Delaware...Standard Modified Gross Office Lease • August 10th, 2000 • Earthlink Inc • Services-computer programming, data processing, etc.
