EXHIBIT 10.29 CONSULTING AGREEMENT This Consulting Agreement is dated effective as of September 1, 2001, and is entered into by and between AMERIVISION COMMUNICATIONS, INC., an Oklahoma corporation (the "COMPANY"), and TRACY C. FREENY, an Oklahoma...Consulting Agreement • December 28th, 2001 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Oklahoma
1 Exhibit 10.21 SECURITY AGREEMENT AMERIVISION COMMUNICATIONS, INC., an Oklahoma corporation with its principal office at 5900 Mosteller Drive, Suite 1850, Oklahoma City, Oklahoma 73112 ("DEBTOR"), and WORLDCOM NETWORK SERVICES, INC., a Delaware...Security Agreement • October 15th, 1999 • Amerivision Communications Inc • Oklahoma
EXHIBIT 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT, made this 26th day of May 2000, by and between Stephen D. Halliday, an individual currently residing at 105 William Richmond, Williamsburg, VA 23185 ("EXECUTIVE"), AmeriVision...Employment Agreement • July 10th, 2000 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Oklahoma
RECITALSLoan and Security Agreement • April 16th, 2002 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • California
AMERIVISION LETTERHEAD July 14, 1999Subordination Agreement • October 15th, 1999 • Amerivision Communications Inc
Exhibit 10.7 EMPLOYMENT AGREEMENT THIS AGREEMENT, made this 24th day of May 1999, by and between Tracy Freeny, an individual currently residing at 6220 NE 113th Street, Edmond, Oklahoma 73034 (the "EXECUTIVE") AmeriVision Communications, Inc., an...Employment Agreement • October 15th, 1999 • Amerivision Communications Inc • Oklahoma
AGREEMENT OF KERRY A. SMITHEmployment Agreement • October 15th, 1999 • Amerivision Communications Inc
AMENDMENTLoan and Security Agreement • July 10th, 2000 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • California
SECTION 4 MUTUAL RELEASERoyalty Agreement • July 10th, 2000 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Oklahoma
1 Exhibit 10.15 PROMISSORY NOTEPromissory Note • October 15th, 1999 • Amerivision Communications Inc
1 EXHIBIT 10.20 WORLDCOM NETWORK SERVICES, INC. CLASSIC/TRANSCEND(TM)SWITCHED SERVICES PROGRAM ENROLLMENT TERMS These PROGRAM ENROLLMENT TERMS (the "PET") are made by and between WorldCom Network Services, Inc. ("WORLDCOM") and AmeriVision...Telecommunications Services Agreement • June 5th, 2001 • Amerivision Communications Inc • Telephone communications (no radiotelephone)
AGREEMENTPurchase Agreement • October 15th, 1999 • Amerivision Communications Inc • Oklahoma
FIRST AMENDMENT TO APRIL 13, 1998 AGREEMENT BY AND BETWEEN AMERIVISION COMMUNICATIONS, INC. AND CARL THOMPSONFirst Amendment to Agreement • October 15th, 1999 • Amerivision Communications Inc
Exhibit 10.5 STOCK AGREEMENT THIS AGREEMENT, made this 24th day of May 1999, by and between John Damoose, an individual currently residing at 11871 Snowfield Court, Traverse City, Michigan 49686 ("DAMOOSE"), AmeriVision Communications, Inc., an...Stock Agreement • October 15th, 1999 • Amerivision Communications Inc • Oklahoma
WITNESSETH:Consulting and Settlement Agreement • August 19th, 2002 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Oklahoma
BUY-OUT OPTIONBuy-Out Option Agreement • October 15th, 1999 • Amerivision Communications Inc
EXHIBIT 10.4 AMENDED AND RESTATED STOCK AGREEMENT THIS AGREEMENT, made this 26th day of May 2000, by and between Jay A. Sekulow, an individual currently residing at 820 Bent Grass Court, Dacula, Georgia 30211 ("SEKULOW"), AmeriVision Communications,...Stock Agreement • July 10th, 2000 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Oklahoma
AGREEMENTSeparation Agreement • October 15th, 1999 • Amerivision Communications Inc
RECITALSTelemarketing Services Agreement • October 15th, 1999 • Amerivision Communications Inc • Oklahoma
Exhibit 10.13 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as of this 30th day of April 1999 by and among HEBRON COMMUNICATIONS CORPORATION, a Florida corporation (the "Seller"), AMERIVISION COMMUNICATIONS, INC., an...Asset Purchase Agreement • October 15th, 1999 • Amerivision Communications Inc • Oklahoma
FOUNDERS TOWER OFFICE LEASEOffice Lease Agreement • July 31st, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Oklahoma
THIS OFFICE LEASE AGREEMENT (this “Lease”) is made as of the 18th day of November, 2002, and is by and between HEBRON COMMUNICATIONS CORPORATION, a Florida Corporation whose notice address is 5900 N. Mosteller Drive, Suite 1150, Oklahoma City, Oklahoma 73112 (“Landlord”) and Amerivision Communications Inc. an Oklahoma Corporation whose notice address is 5900 Mosteller Drive. Suite 1600. Oklahoma City. Oklahoma 73112 (“Tenant”). Capitalized terms used herein are either defined in the text of this Lease, in Article 1 below (which contains certain definitions used herein and the basic economic terms of this Lease), or in the Exhibits attached hereto.
1 EXHIBIT 10.17 CAPITAL STOCK ESCROW AND DISPOSITION AGREEMENT CAPITAL STOCK ESCROW AND DISPOSITION AGREEMENT dated as of April 30, 1999 (the "AGREEMENT"), by and among TRACY FREENY (the "GUARANTOR"); HEBRON COMMUNICATIONS CORPORATION (collectively...Capital Stock Escrow and Disposition Agreement • October 15th, 1999 • Amerivision Communications Inc • Florida
AMENDMENT NO. 14Telecommunications Services Agreement • July 31st, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone)
This Amendment No. 14 (the Amendment No. 14”) is made this 16 day of January 2003, by and between AmeriVision Communications, Inc. (“Customer”) and MCI WORLDCOM Network Services, Inc. (“MCI”), to those certain Program Enrollment Terms (the “PET”), to that certain Telecommunications Services Agreement more particularly described as ISA # AVI - 990301 (the ‘TSA”), made by and between Customer and MCI WORLDCOM Network Services, Inc. (successor-in-interest to WorldCom Network Services, Inc.) dated April 20. 1999, including all prior applicable amendments (collectively, the “Prior Amendments”). in the event of any conflict between the terms of the TSA, the PET, the Rate and Discount Schedule, the Service Schedule, any Prior Amendment or any applicable Attachment and the terms of this Amendment No. 14, the terms of this Amendment No. 14 shall control The ISA along with the PET, the Rate and Discount Schedule, the Service Schedule, the Prior Amendments, all applicable Attachment(s), and this
AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT AND SYNDICATED LENDING RIDERLoan and Security Agreement • April 15th, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • California
THIS AMENDMENT NUMBER FIVE TO LOAN AND SECURITY AGREEMENT AND SYNDICATED LENDING RIDER, dated as of November 26, 2002 (this "Amendment"), amends: (a) that certain Loan and Security Agreement, dated as of February 4, 1999, as amended by that certain default letter, dated as of September 27, 2002 (the "Default Letter"), that certain Amendment Number Four To Loan And Security Agreement, dated as of March 22, 2002, that certain Amendment Number Three To Loan And Security Agreement, dated as of December 19, 2001 ("Amendment Three"), that certain Amendment Number Two To Loan And Security Agreement, dated as of May 10, 2000 ("Amendment Two"), and that certain Amendment Number One To Loan And Security Agreement, dated as of October 12, 1999 ("Amendment One") (collectively, the "Loan Agreement"), by and among AMERIVISION COMMUNICATIONS, INC., an Oklahoma corporation ("Borrower"), on the one hand, and COAST BUSINESS CREDIT, a division of Southern Pacific Bank, a California corporation ("Coast"),
QuickLinks -- Click here to rapidly navigate through this documentProgram Enrollment Terms • April 15th, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone)
These Amended and Restated Program Enrollment Terms (the "Amended PET") are made by and between MCI WORLDCOM Network Services, Inc. (successor-in-interest to WorldCom Network Services, Inc.) ("MCI") and AmeriVision Communications, Inc. ("Customer") and are a part of their Telecommunications Services Agreement for Switched Services (TSA). Capitalized terms not defined herein shall have the meaning ascribed to them in the TSA or in the applicable Attachments referenced herein and attached hereto, Any references to "WorldCom" or "MCI WorldCom" will be deemed to refer to "MCI". The TSA, this Amended PET and the New ABB Attachments will be collectively referred to as the "Agreement".
EXHIBIT 10.31 AMERIVISION COMMUNICATIONS, INC. 5900 Mosteller Drive, Suite 1800 Oklahoma City, Oklahoma 73102 August 31, 2001 Mr. Tracy C. Freeny 6220 N.E. 113th Edmond, OK 73013 Re: Confidentiality Agreement Dear Mr. Freeny: In connection with your...Confidentiality Agreement • December 28th, 2001 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Oklahoma
In connection with your appointment, under the terms of that certain Settlement Agreement, dated August 31, 2001, by and between yourself and AmeriVision Communications, Inc. (the "COMPANY"), to the position of advisor to the Company's board of directors, it is expected that you will have access to information concerning the Company and its affairs which will not have been made available to the public at the time of its dissemination to board members. Accordingly, as a condition precedent to: (a) your engagement as such an advisor, (b) your permitted attendance at meetings of the Company's board of directors or of any board committee, and (c) your receipt of information, whether in oral or written form, at any such meeting or in another form of dissemination by or on behalf of the Company to or among board members (all such information being hereinafter collectively referred to as the "Confidential INFORMATION"), the Company has indicated that it must be in receipt of your assurance th
FORBEARANCE AGREEMENTForbearance Agreement • August 14th, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • California
This Forbearance Agreement (“Agreement”) is entered into as of the 14th day of July, 2003, by and among Amerivision Communications, Inc., an Oklahoma corporation (“Borrower”); and Continental Business Credit (“Continental”); Textron Financial Corporation (“Textron”); Republic Financial Corporation, a Colorado corporation and LINC Credit, L.L.C. (hereafter Republic and LINC are collectively referred to as “LINC” or “Agent”), a Delaware limited liability company and successor-in-interest to Coast Business Credit (“Coast”), a division of Southern Pacific Bank (“SPB”), a California corporation (Continental, Textron, and LINC are, together, the “Lenders”).
AMENDMENT NUMBER SIX TO LOAN AND SECURITY AGREEMENT AND SYNDICATED LENDING RIDERLoan and Security Agreement • April 15th, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Coast
THIS AMENDMENT NUMBER SIX TO LOAN AND SECURITY AGREEMENT AND SYNDICATED LENDING RIDER, dated as of January 31, 2003 (this "Amendment"), amends: (a) that certain Loan and Security Agreement, dated as of February 4, 1999, as amended by that certain default letter, dated as of September 27, 2002 (the "Default Letter"), that certain Amendment Number Five To Loan And Security Agreement, dated as of November 26, 2002 ("Amendment Five"), that certain Amendment Number Four To Loan And Security Agreement, dated as of March 22, 2002, that certain Amendment Number Three To Loan And Security Agreement, dated as of December 19, 2001, that certain Amendment Number Two To Loan And Security Agreement, dated as of May 10, 2000, and that certain Amendment Number One To Loan And Security Agreement, dated as of October 12, 1999 (collectively, the "Loan Agreement"), by and among AMERIVISION COMMUNICATIONS, INC., an Oklahoma corporation ("Borrower"), on the one hand, and COAST BUSINESS CREDIT, a division of
EMPLOYMENT AGREEMENTEmployment Agreement • April 15th, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone)
THIS EMPLOYMENT AGREEMENT ("Agreement"), dated as of November 11, 2002 by and between AMERIVISION COMMUNICATIONS, INC., an Oklahoma corporation (the "Company5') and ROBERT COOK ("Executive ").
ATTACHMENT FOR SS7 3rd PARTY SERVICETelecommunications Services Agreement • July 31st, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone)
This Attachment for SS7 3rd PARTY Service (the “Attachment”) is made as of the 26th day of November, 2002, to that certain Telecommunications Services Agreement dated 4-20, 1999 (the “Agreement”) made by, and between MCI WORLDCOM Network Services. Inc. (“MCI WorldCom”) and AmeriVision Communications, Inc. (“Customer”).
AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 15th, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • California
This AMENDMENT NUMBER FOUR TO LOAN AND SECURITYAGREEMENT, dated as of March 22, 2002 (this "Amendment'), amends that certain Loan and Security Agreement, dated as of February 4, 1999 (as amended from time to time, the "Loan Agreement"), by and between AMERIVISION COMMUNICATIONS, INC., an Oklahoma corporation (the "Borrower"), on the one hand, and COAST BUSINESS CREDIT, a division of Southern Pacific Bank, a California corporation ("Coast"), on the other hand. All initially capitalized terms used in this Amendment shall have the meanings ascribed thereto in the Loan Agreement unless specifically defined herein.
AMENDMENT NO, 15Telecommunications Services Agreement • July 31st, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone)
This Amendment No. 15 (the “Amendment No, 15”) Is made this 26 day of November, 2002. by and between AmeriVision Communications, Inc. (“Customer”) and MCI WORLDCOM Network Services, Inc. (“MCI”), to those certain Amended end Restated Program Enrollment Terms (the “Amended PET”), to that certain Telecommunications Services Agreement more particularly described as TSA # AVI - 990301 (the “TSA”), made by and between Customer and MCI WORLDCOM Network Services, Inc. (successor-In-Interest to WorldCom Network Services, Inc.) dated April 20. 1999, including all prior applicable amendments (collectively, the “Prior Amendments”). in the event of any conflict between the terms of the TSA, tie Amended PET, any Prior Amendment or any applicable Attachment and the terms of this Amendment No. 16, the terms of this Amendment No. 16 shall control. The TSA along with the Amended PET, the Prior Amendments, all applicable Attachment(s), and this Amendment No. 15 shall collectively be referred to as the “
EXHIBIT 10.30 FREENY VOTING TRUST AGREEMENT This Agreement is made effective as of September 1, 2001, by and among AmeriVision Communications, Inc., an Oklahoma corporation currently maintaining a business address at 5900 Mosteller Drive, Suite 1800,...Voting Trust Agreement • December 28th, 2001 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Oklahoma
1 EXHIBIT 10.5 AMENDED AND RESTATED STOCK AGREEMENT THIS AGREEMENT, made this 26th day of May 2000, by and between John Damoose, an individual currently residing at 11871 Snowfield Court, Traverse City, Michigan 49686 ("DAMOOSE"), AmeriVision...Stock Agreement • July 10th, 2000 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Oklahoma
Broadwing MASTER SERVICE AGREEMENTMaster Service Agreement • April 15th, 2003 • Amerivision Communications Inc • Telephone communications (no radiotelephone) • Texas
This Agreement for telecommunications services is made and entered into by and between Broadwing Communications Services Inc., a Delaware corporation with its principal place of business at 1122 Capital of Texas Highway South, Austin, Texas 78746-6406 (hereinafter referred to as "Supplier"), and AmeriVision Communications, Inc., a Delaware corporation with its principal place of business at 5900 Mosteller Drive, Suite 1600, Oklahoma City, Oklahoma 73112 (hereinafter referred to as "Customer").
