THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 24, 2013 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...Credit Agreement • May 24th, 2013 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of May 24, 2013, 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.
AGREEMENT AND PLAN OF MERGER by and among FUTURE FIBER FINCO, INC. OLYMPUS MERGER SUB, INC. and OTELCO INC. Dated as of July 26, 2020Merger Agreement • July 27th, 2020 • Otelco Inc. • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 26, 2020, by and among Future Fiber FinCo, Inc., a Delaware corporation (“Parent”), Olympus Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Otelco Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company is sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
CREDIT AGREEMENT by and among OTELCO INC., a Delaware corporation, as BORROWER THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and COBANK, ACB, as Administrative Agent, Issuing Lender and Swing Line Lender Dated as of November 2, 2017Credit Agreement • November 6th, 2017 • Otelco Inc. • Telephone communications (no radiotelephone) • Colorado
THIS CREDIT AGREEMENT (as the same may be amended, modified, supplemented, extended or restated from time to time, this “Agreement”) is dated as of November 2, 2017, and is made by and among OTELCO INC., a Delaware corporation, as borrower (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and COBANK, ACB, a federally chartered instrumentality of the United States (“CoBank”), in its capacity as Administrative Agent for the Secured Parties and as the Issuing Lender and Swing Line Lender (each as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2014 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
Employment Agreement dated as of January 2, 2014 (this “Agreement”), by and between OTELCO INC., a Delaware corporation (“Otelco” or the “Company”) and Christopher Falk (the “Employee”).
REGISTRATION AGREEMENTRegistration Agreement • May 24th, 2013 • Otelco Inc. • Telephone communications (no radiotelephone) • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”), dated as of May 24, 2013, is made by and among (i) Otelco Inc., a Delaware corporation (the “Company”), and (ii) each of the Persons identified as a “Securityholder” on the Schedule of Securityholders attached hereto (the “Securityholders”).
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 20th, 2019 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
This First Amended and Restated Employment Agreement, dated as of December 19, 2019 (this “Agreement”), is by and between OTELCO INC., a Delaware corporation (“Otelco” or the “Company”), and RICHARD CLARK (the “Employee”).
AGREEMENT AND PLAN OF MERGER DATED AS OF December 16, 2004, AMONG MID-MISSOURI PARENT, LLC, MID-MISSOURI HOLDING CORP., RURAL LEC ACQUISITION LLC and OTELCO MERGER SUBSIDIARY, INC.Merger Agreement • March 31st, 2005 • Otelco Inc. • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 16, 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”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 3, 2006 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...Credit Agreement • July 5th, 2006 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of July 3, 2006 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.
OTELCO INC. and the Guarantors from time to time party hereto, as GuarantorsIndenture • March 31st, 2005 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of December 21, 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 • March 31st, 2005 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
INVESTOR RIGHTS AGREEMENT, dated as of December 21, 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”).
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • October 14th, 2011 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 14, 2011, among Otelco Inc., a Delaware corporation (the “Company”), Shoreham Telephone LLC, a Delaware limited liability company and a direct subsidiary of the Company (the “New Guarantor”), each other subsidiary of the Company listed on the signature pages hereto (the “Existing Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2009 • Otelco Inc. • Telephone communications (no radiotelephone)
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 20, 2008 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...Credit Agreement • October 21st, 2008 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of October 20, 2008 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.
SECOND AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2011 • Otelco Inc. • Telephone communications (no radiotelephone)
WHEREAS, OTELCO INC. (the “Company”) has previously entered into an Employment Agreement (the “Agreement”), dated as of November 15, 2006, with Jerry C. Boles (the “Employee”), as amended on December 17, 2008, setting forth the terms and conditions of the Employee’s employment with the Company; and
From: Mike Weaver Re: Otelco Employment Agreement and IRS Section 409A ComplianceEmployment Agreement • March 11th, 2009 • Otelco Inc. • Telephone communications (no radiotelephone)
In order to comply with recent changes to the final Treasury Regulations issued under Internal Revenue Code Section 409A, your employment agreement must be amended by December 31, 2008. By amending the agreement as described below, any severance payments under the agreement will be exempt from the 409A deferred compensation rules. In order to avoid the application of these rules, your agreement must be amended to specifically state that any severance to be paid must be paid no later than March 15 of the year following your termination. Currently, the agreement does not specify that the amounts will be paid within a certain time period. By making this change, your agreement will comply with the rules under 409A that make it exempt from their application. I have attached a copy of your current agreement for your reference. Failure to amend the agreement by December 31, 2008, to be exempt from 409A, could result in the amounts being subject to a 20% penalty tax.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • July 5th, 2007 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 5, 2007, between 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, a national banking association, as trustee under the Indenture defined below (the “Trustee”).
Vice President From: Curtis Garner, CFO Re: Otelco Employment Agreement and IRS Section 409A ComplianceEmployment Agreement • March 11th, 2009 • Otelco Inc. • Telephone communications (no radiotelephone)
In order to comply with recent changes to the final Treasury Regulations issued under Internal Revenue Code Section 409A, your employment agreement must be amended by December 31, 2008. By amending the agreement as described below, any severance payments under the agreement will be exempt from the 409A deferred compensation rules. In order to avoid the application of these rules, your agreement must be amended to specifically state that any severance to be paid must be paid no later than March 15 of the year following your termination. Currently, the agreement does not specify that the amounts will be paid within a certain time period. By making this change, your agreement will comply with the rules under 409A that make it exempt from their application. I have attached a copy of your current agreement for your reference. Failure to amend the agreement by December 31, 2008, to be exempt from 409A, could result in the amounts being subject to a 20% penalty tax.
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • December 20th, 2019 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
This Separation and Consulting Agreement (the “Agreement”), between Otelco Inc. (the “Company”) and Robert J. Souza (“Executive”) dated as of December 19, 2019, shall set forth the terms and conditions of Executive’s voluntary retirement as (i) Chief Executive Officer (“CEO”) of the Company, (ii) all other positions held in the Company or any of its subsidiaries, and (iii) a member of the board of directors of the Company (collectively, the “Positions”), and his continued consulting services to the Company following retirement.
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • February 1st, 2013 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
STOCK PURCHASE AGREEMENT BY AND AMONG COUNTRY ROAD COMMUNICATIONS LLC AS SELLER AND OTELCO INC. AS BUYER DATED AS OF August 7, 2008Stock Purchase Agreement • August 7th, 2008 • Otelco Inc. • Telephone communications (no radiotelephone) • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 7th day of August, 2008 (the “Agreement Date”), by and among Otelco Inc., a Delaware corporation (“Buyer”) and Country Road Communications LLC (the “Seller”). The Buyer and the Seller are hereinafter sometimes referred to collectively as the “Parties” or singly as a “Party.”
SECOND AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2011 • Otelco Inc. • Telephone communications (no radiotelephone)
WHEREAS, OTELCO INC. (the “Company”), as successor to Mid-Maine Communications, Inc., has previously entered into an Employment Agreement (the “Agreement”), dated as of July 3, 2006, with Nicholas A. Winchester (the “Employee”), as amended on December 31, 2008, setting forth the terms and conditions of the Employee’s employment with the Company; and
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • July 8th, 2019 • Otelco Inc. • Telephone communications (no radiotelephone) • Maine
This Confidential Separation Agreement and General Release (“Agreement”) is made and entered into effective September 30, 2019 (the “Effective Date”) by and between Dennis Andrews (“Andrews”) and Otelco Inc., (“Otelco” or the “Company”) (each a “Party” and together the “Parties”).
AMENDMENT OF EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2010 • Otelco Inc. • Telephone communications (no radiotelephone)
WHEREAS, OTELCO TELEPHONE LLC (the “Company”) has previously entered into an Amended and Restated Employment Agreement (the “Agreement”) with Michael D. Weaver (the “Executive”) dated as of March 11, 2009, setting forth the terms and conditions of Executive’s employment with the Company; and
SEPARATION AND CONSULTING AGREEMENT BETWEEN OTELCO INC. AND MICHAEL WEAVERSeparation and Consulting Agreement • December 10th, 2014 • Otelco Inc. • Telephone communications (no radiotelephone)
This Separation and Consulting Agreement (the “Agreement”), between Otelco Inc. (the “Company”) and Michael Weaver (“Executive”) dated December 10, 2014, shall set forth the terms and conditions of Executive’s retirement as (i) Chief Executive Officer (“CEO”) of the Company, (ii) all other positions held in the Company or any of its subsidiaries, and (iii) a member of the board of directors of the Company (collectively, the “Positions”), and his continued services to the Company following retirement.
To: Mr. Dennis Andrews Senior Vice President From: Curtis Garner, CFO Re: Otelco Employment Agreement and IRS Section 409A ComplianceEmployment Agreement • March 11th, 2009 • Otelco Inc. • Telephone communications (no radiotelephone)
In order to comply with recent changes to the final Treasury Regulations issued under Internal Revenue Code Section 409A, your employment agreement must be amended by December 31, 2008. By amending the agreement as described below, any severance payments under the agreement will be exempt from the 409A deferred compensation rules. In order to avoid the application of these rules, your agreement must be amended to specifically state that any severance to be paid must be paid no later than March 15 of the year following your termination. Currently, the agreement does not specify that the amounts will be paid within a certain time period. By making this change, your agreement will comply with the rules under 409A that make it exempt from their application. I have attached a copy of your current agreement for your reference. Failure to amend the agreement by December 31, 2008, to be exempt from 409A, could result in the amounts being subject to a 20% penalty tax.
AMENDMENT NO. 1 TO SUBORDINATED LOAN AGREEMENTSubordinated Loan Agreement • February 17th, 2016 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
This Amendment No. 1 to Subordinated Loan Agreement (this “Amendment”), is dated as of February 17, 2016, by and among OTELCO INC., a Delaware corporation (the “Company”), and the Subsidiaries of the Company set forth on Appendix I hereto (together with Company, each a “Borrower” and collectively the “Borrowers”) and NEWSPRING MEZZANINE CAPITAL III, L.P., a Delaware limited partnership (the “Investor”).
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • March 11th, 2009 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 31, 2008, between Otelco Inc., a Delaware corporation (the “Company”), War Holdings, Inc., a Delaware corporation, Pine Tree Holdings, Inc., a Delaware corporation, The Pine Tree Telephone and Telegraph Company, a Maine corporation, CRC Communications of Maine, Inc., a Delaware corporation, Saco River Telegraph and Telephone Company, a Delaware corporation, Communications Design Acquisition Corporation, a Delaware corporation, Granby Holdings, Inc., a Delaware corporation and The Granby Telephone & Telegraph Co. of Mass., a Massachusetts corporation (each a “New Guarantor” and together the “New Guarantors”), each other subsidiary of the Company listed on the signature pages hereto (the “Existing Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee under the Indenture defined below (the “Trustee”).
AGREEMENT REGARDING AMENDMENTS TO CREDIT AGREEMENTCredit Agreement • March 3rd, 2020 • Otelco Inc. • Telephone communications (no radiotelephone)
This AGREEMENT REGARDING AMENDMENTS TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2020, by and among OTELCO INC., a Delaware corporation (the “Borrower”), the guarantors party thereto from time to time (collectively, the “Guarantors” and, together with the Borrower, the “Loan Parties”), COBANK, ACB (“CoBank”), in its capacity as administrative agent under the Credit Agreement (as defined below; CoBank, in such capacity, the “Administrative Agent”) and the Lenders party thereto from time to time (collectively, the “Lenders”). Defined terms used but not otherwise defined herein shall have the meanings when used herein as set forth in the Credit Agreement.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2011 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
Amended and Restated Employment Agreement dated as of April 10, 2009 (this “Agreement”), by and between OTELCO INC., a Delaware corporation (“Otelco” or the “Company”) and EDWIN D. TISDALE (the “Employee”).
EMPLOYEE AGREEMENTEmployee Agreement • March 11th, 2009 • Otelco Inc. • Telephone communications (no radiotelephone) • Delaware
This Employee Agreement (the “Agreement”) is intended to state the terms of your employment with Pine Tree Holdings, Inc. (the “Company”). The Company hereby agree with you as follows:
AMENDMENT NO. 2 TO SUBORDINATED LOAN AGREEMENTSubordinated Loan Agreement • May 4th, 2017 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 2 TO SUBORDINATED LOAN AGREEMENT dated as of April 4, 2017 (this “Amendment”), to the Subordinated Loan Agreement, dated as of January 25, 2016 (as amended by that certain Amendment No. 1 to Subordinated Loan Agreement, dated February 17, 2016, and as otherwise amended, restated or otherwise modified from time to time, the “Loan Agreement”), by and among Otelco Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (together with Parent and each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, collectively, the “Borrowers” and each, a “Borrower”), the investors from time to time party thereto (each an “Investor” and collectively, the “Investors”), NewSpring Mezzanine Capital III, L.P., a Delaware limited partnership (“NewSpring”), as collateral agent for the Investors (in such capacity, together with its successors and assigns in such capacity, the “Agent”). All te
FIRST AMENDMENTLoan Agreement • May 4th, 2017 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENT, dated as of April 4, 2017 (this "Amendment"), to the Loan Agreement, dated as of January 25, 2016 (as amended, restated or otherwise modified from time to time, the “Loan Agreement”), by and among Otelco Inc., a Delaware corporation (the "Parent" and, together with each Person (as defined therein) that executes a joinder agreement and becomes a "Borrower" thereunder, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a "Guarantor" thereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a "Guarantor" and collectively, the "Guarantors"), the lenders from time to time party thereto (each a "Lender" and collectively, the "Lenders"), Cerberus Business Finance, LLC, a Delaware limited liability company ("Cerberus"), as collateral agent for the Lenders (in such capacity,
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • July 5th, 2006 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of July 3, 2006, among Mid-Maine Communications, Inc., a Delaware corporation (the “Communications”) and a subsidiary of Otelco Inc., a Delaware corporation (the “Company “), Mid-Maine TelPlus, a Maine corporation (the “TelPlus,” and, together with the Communications, the “New Guarantors”) and a subsidiary of the Company, the Existing Guarantors listed on the signature pages hereto (the “Existing Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
To: Mr. Jerry Boles Vice President From: Curtis Garner, CFO Re: Otelco Employment Agreement and IRS Section 409A ComplianceEmployment Agreement • March 11th, 2009 • Otelco Inc. • Telephone communications (no radiotelephone)
In order to comply with recent changes to the final Treasury Regulations issued under Internal Revenue Code Section 409A, your employment agreement must be amended by December 31, 2008. By amending the agreement as described below, any severance payments under the agreement will be exempt from the 409A deferred compensation rules. In order to avoid the application of these rules, your agreement must be amended to specifically state that any severance to be paid must be paid no later than March 15 of the year following your termination. Currently, the agreement does not specify that the amounts will be paid within a certain time period. By making this change, your agreement will comply with the rules under 409A that make it exempt from their application. I have attached a copy of your current agreement for your reference. Failure to amend the agreement by December 31, 2008, to be exempt from 409A, could result in the amounts being subject to a 20% penalty tax.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of March 11, 2009 (this MICHAEL WEAVER (the “Executive”).Employment Agreement • March 12th, 2009 • Otelco Inc. • Telephone communications (no radiotelephone) • New York
WHEREAS, the Executive and Otelco Telephone LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, have entered into that certain Amended and Restated Employment Agreement, dated as of June 21, 2004, as amended on December 22, 2008 (as amended, the “Prior Agreement”).
