AMENDMENTS TO THE INDENTURESupplemental Indenture • December 4th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications • New York
FORLoan Agreement • May 4th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications • New York
ASSET PURCHASE AGREEMENT DATED MARCH 10, 1998 BY AND BETWEEN TRITON PCS, INC.Asset Purchase Agreement • July 13th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications • New York
EXECUTION COPY AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 9th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications
1.1 The Merger 2 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Certificate of Incorporation 2 1.5 By-Laws 2 1.6 Directors and Officers of Surviving Corporation 2 1.7 Effect on Capital Stock 2 1.8 Adjustment of Merger Consideration 7 1.9 No...Merger Agreement • October 13th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications • Delaware
PLEDGE AGREEMENT THIS PLEDGE AGREEMENT, dated as of December __, 1998 (this "Pledge Agreement" or this "Agreement"), is made by _________________, an individual residing in North Carolina (the "Pledgor"), for the benefit of Vanguard Cellular Systems,...Pledge Agreement • March 31st, 1999 • Vanguard Cellular Systems Inc • Radiotelephone communications • North Carolina
BY AND AMONGAsset Purchase Agreement • July 31st, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications • Florida
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • May 15th, 1997 • Vanguard Cellular Systems Inc • Radiotelephone communications • New York
b) except as may be denoted in Exhibit A, does not beneficially own (as such term is defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) or own of record any shares of Common Stock other than such Stockholder's Shares, but...Voting Agreement • October 13th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications • New York
2.Exercise of Option. (a) Grantee may exercise the Option, in whole or in part, at any time and from time to time, after the occurrence of any event as a result of which the Grantee shall be entitled to receive a termination fee pursuant to Section...Option Agreement • October 13th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications • New York
ARTICLE I INDEMNIFICATIONIndemnification Agreement • March 31st, 1999 • Vanguard Cellular Systems Inc • Radiotelephone communications • North Carolina
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • November 22nd, 1996 • Vanguard Cellular Systems Inc • Radiotelephone communications • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 2, 1998 AMONG AT&T CORP., WINSTON, INC. AND VANGUARD CELLULAR SYSTEMS, INC.Agreement and Plan of Merger • December 31st, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications • Delaware
VANGUARD PLEDGE AGREEMENT THIS VANGUARD PLEDGE AGREEMENT (this "Agreement"), entered into as of the 20th day of February, 1998, by and between Vanguard Cellular Systems, Inc., a North Carolina corporation (the "Pledgor"), and Toronto Dominion (Texas),...Pledge Agreement • May 4th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications • New York
FIRST AMENDMENT TO FACILITY B LOAN AGREEMENTFacility B Loan Agreement • November 16th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications • New York
THIS FIRST AMENDMENT TO FACILITY B LOAN AGREEMENT (this "Amendment") dated as of the 6th day of November, 1998 (the "Amendment Date"), by and among Vanguard Cellular Financial Corp., a North Carolina corporation (the "Borrower"), the Lenders (as defined in the Loan Agreement defined below), The Bank of New York and The Toronto-Dominion Bank, as co-administrative agents (the "Co-Administrative Agents"), The Bank of New York, as funding agent (the "Funding Agent"), The Toronto-Dominion Bank, as documentation agent (the "Documentation Agent"), NationsBank, N.A. (successor by merger to NationsBank of Texas, N.A.), as syndication agent (the "Syndication Agent") and Toronto Dominion (Texas), Inc., as collateral agent (the "Collateral Agent", and collectively with the Co-Administrative Agents, the Funding Agent, the Documentation Agent and the Syndication Agent, the "Agents"),
Exhibit 4(b)(14)Facility a Loan Agreement • November 16th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications • New York
Exhibit 10(a)(1) VANGUARD CELLULAR SYSTEMS, INC. AMENDMENT TO EMPLOYMENT AGREEMENT AMENDMENT, made and entered into as of the 21st day of September, 1998 to Employment Agreement dated as of the 1st day of March, 1995 (the "Original Agreement"), by and...Employment Agreement • November 16th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications
Exhibit 10(a)(5) VANGUARD CELLULAR SYSTEMS, INC. TAX REIMBURSEMENT AGREEMENT THIS TAX REIMBURSEMENT AGREEMENT, dated as of July 22, 1998, by and between Vanguard Cellular Systems, Inc., a North Carolina corporation (the "Company"), and...Tax Reimbursement Agreement • November 16th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications
PROMISSORY NOTE (ISO Exercise Price Loans or Tax Loans -- Founders' Version)Promissory Note • March 31st, 1999 • Vanguard Cellular Systems Inc • Radiotelephone communications
FOR VALUE RECEIVED, the undersigned ___________________, an individual residing at _________________________ (the "Maker"), hereby promises to pay to Vanguard Cellular Systems, Inc., a North Carolina corporation, or its successors and assigns (the "Holder"), the principal sum of ________________________ DOLLARS ($__________) on or prior to: (i) if the proposed merger of the Holder into Winston, Inc. (the "Merger") pursuant to that certain Agreement and Plan of Merger dated as of October 2, 1998, as amended (the "Merger Agreement"), among AT&T Corp., Winston, Inc. and the Holder shall have been consummated, the 91st day following the Effective Time (as defined in the Merger Agreement), or (ii) if the Merger shall not have been consummated, the fifth anniversary of the date hereof (or if such fifth anniversary is not a business day, the next succeeding business day). Interest shall be payable on each anniversary of the date hereof (or if such anniversary is not a business day, the next s
PROMISSORY NOTE (Nonqualified Option Exercise Price Loans -- Executive Vice Presidents' Version) FOR VALUE RECEIVED, the undersigned ___________________, an individual residing at ________________________________ (the "Maker"), hereby promises to pay...Promissory Note • March 31st, 1999 • Vanguard Cellular Systems Inc • Radiotelephone communications
FOR VALUE RECEIVED, the undersigned ___________________, an individual residing at ________________________________ (the "Maker"), hereby promises to pay to Vanguard Cellular Systems, Inc., a North Carolina corporation, or its successors and assigns (the "Holder"), the principal sum of ________________________ DOLLARS ($__________) on or prior to: (i) if the proposed merger of the Holder into Winston, Inc. (the "Merger") pursuant to that certain Agreement and Plan of Merger dated as of October 2, 1998, as amended (the "Merger Agreement"), among AT&T Corp., Winston, Inc. and the Holder shall have been consummated, the earlier of (x) 6 months and 1 day following the Effective Time (as defined in the Merger Agreement) or (y) October 3, 1999, or (ii) if the Merger shall not have been consummated, the fifth anniversary of the date hereof (or if such fifth anniversary is not a business day, the next succeeding business day). Interest shall be payable on each anniversary of the date hereof (o
Vanguard Cellular Systems, Inc. 2002 Pisgah Church Road Suite 300 Greensboro, NC 27455Vanguard Executive Option Loans • March 31st, 1999 • Vanguard Cellular Systems Inc • Radiotelephone communications
VCOC GUARANTY THIS VCOC GUARANTY (this "Guaranty") is made as of the 20th day of February, 1998, by Vanguard Cellular Operating Corp. ("VCOC") in favor of the Secured Parties (as defined below). W I T N E S S E T H: WHEREAS, pursuant to that certain...Vcoc Guaranty • May 4th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications • New York
AGREEMENT RE NETTING OF PAYMENTS This AGREEMENT RE NETTING OF PAYMENTS (this "Agreement") is made this __ day of December __, 1998 between Vanguard Cellular Systems, Inc. (the "Company") and __________________ (the "Executive"). WHEREAS, the Company...Netting of Payments Agreement • March 31st, 1999 • Vanguard Cellular Systems Inc • Radiotelephone communications • North Carolina
VANGUARD GUARANTY THIS VANGUARD GUARANTY (this "Guaranty") is made as of the 20th day of February, 1998, by Vanguard Cellular Systems, Inc. (the "Guarantor") in favor of the Secured Parties (as defined below). W I T N E S S E T H: WHEREAS, pursuant to...Guaranty • May 4th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications • New York
VANGUARD CELLULAR SYSTEMS, INC. FOURTH AMENDMENT TO RESTRICTED STOCK BONUS PLAN AGREEMENT FOURTH AMENDMENT dated as of August ___, 1998 TO RESTRICTED STOCK BONUS PLAN AGREEMENT by and between Vanguard Cellular Systems, Inc., a North Carolina...Restricted Stock Bonus Plan Agreement • March 31st, 1999 • Vanguard Cellular Systems Inc • Radiotelephone communications
PLEDGE AGREEMENT THIS PLEDGE AGREEMENT, dated as of ____________________, 1999 (this "Pledge Agreement" or this "Agreement"), is made by ___________________________, an individual residing in North Carolina (the "Pledgor"), for the benefit of Vanguard...Pledge Agreement • March 31st, 1999 • Vanguard Cellular Systems Inc • Radiotelephone communications • North Carolina
BORROWER PLEDGE AGREEMENT THIS BORROWER PLEDGE AGREEMENT (this "Agreement") is entered into as of this 20th day of February, 1998 by and between Vanguard Cellular Financial Corp., a North Carolina corporation (the "Borrower"), and Toronto Dominion...Borrower Pledge Agreement • May 4th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications • New York
Exhibit 10(a)(4) VANGUARD CELLULAR SYSTEMS, INC. FIRST AMENDMENT TO EXECUTIVE OFFICER LONG-TERM INCENTIVE COMPENSATION PLAN THIS FIRST AMENDMENT, dated as of July 22, 1998 to Executive Officer Long-Term Incentive Compensation Plan by and between...Executive Officer Long-Term Incentive Compensation Plan • November 16th, 1998 • Vanguard Cellular Systems Inc • Radiotelephone communications
