EXHIBIT 4.5 FIRST SUPPLEMENTAL INDENTURE RE: 13 1/2 % SENIOR DISCOUNT NOTES DUE 2006 FIRST SUPPLEMENTAL INDENTURE, dated as of August 24, 1998, among Wireless One, Inc., a Delaware corporation (the "Company") and United States Trust Company of New...First Supplemental Indenture • August 25th, 1998 • Wireless One Inc • Cable & other pay television services • New York
EXHIBIT 4.4 SECOND SUPPLEMENTAL INDENTURE RE: 13% SENIOR NOTES DUE 2003 SECOND SUPPLEMENTAL INDENTURE, dated as of August 24, 1998, among Wireless One, Inc., a Delaware corporation (the "Company") and United States Trust Company of New York, as...Second Supplemental Indenture • August 25th, 1998 • Wireless One Inc • Cable & other pay television services • New York
AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS AMENDMENT ("Amendment"), dated as of September 17, 1996, is by and among Chase Venture Capital Associates ("CVCA"), the Persons named on Schedule I hereto (the "TruVision Stockholders'),...Stockholders Agreement • October 21st, 1996 • Wireless One Inc • Cable & other pay television services
WARRANT AGREEMENT Dated as of September 4, 1998 By and Between WIRELESS ONE, INC.Warrant Agreement • September 14th, 1998 • Wireless One Inc • Cable & other pay television services • New York
Confidential information has been designated with the phrase: Confidential infor- mation has been omitted and filed separately with the Commission.] DIRECTV--WIRELESS ONE COOPERATIVE MARKETING AGREEMENT This Cooperative Marketing Agreement...Cooperative Marketing Agreement • March 31st, 1998 • Wireless One Inc • Cable & other pay television services • California
PAYING AGENCY AGREEMENT PAYING AGENCY AGREEMENT, dated as of September 4, 1998 (this "AGREEMENT"), among WIRELESS ONE, INC., a Delaware corporation (the "COMPANY"), and MERRILL LYNCH GLOBAL ALLOCATION FUND, INC. or one or more of its affiliates (the...Paying Agency Agreement • September 14th, 1998 • Wireless One Inc • Cable & other pay television services • New York
August __ , 1997 Wireless One, Inc. 1080 River Oaks Drive Suite A150 Jackson, MS 39208 Attn: Henry Burkhalter, President RE: Subscriber Service Payment Dear Mr. Burkhalter: Reference is made to that certain DIRECTV MDU System Operator Agreement...Subscriber Service Payment Agreement • March 31st, 1998 • Wireless One Inc • Cable & other pay television services
Confidential information has been designated with the phrase: Confidential infor- mation has been omitted and filed separately with the Commission.]Transport Rights Agreement • March 31st, 1998 • Wireless One Inc • Cable & other pay television services
EXHIBIT A TO THE DISCRETIONARY NOTE PURCHASE AGREEMENT THE NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND, ACCORDINGLY, THIS NOTE MAY...Discretionary Note Purchase Agreement • September 14th, 1998 • Wireless One Inc • Cable & other pay television services • New York
EXHIBIT 99.2 CERBERUS CAPITAL MANAGEMENT, L.P. 450 Park Avenue, 28{th} Floor New York, New York 10022 May 17, 1999 Henry Burkhalter President and Chief Executive Officer Wireless One, Inc. 1080 River Oaks Drive Jackson, Mississippi 39208 Re: DIP...Dip Financing Commitment • May 19th, 1999 • Wireless One Inc • Cable & other pay television services
Exhibit 10.13 [Confidential information has been designated with the phrase: Confidential infor- mation has been omitted and filed separately with the Commission.] Re: DSS Receiver Support Dear : Reference is made to that certain DIRECTV MDU System...Directv Mdu System Operator Agreement • March 31st, 1998 • Wireless One Inc • Cable & other pay television services
4. CONDITIONS TO CLOSINGS 3 4.1. Representations and Warranties 3 4.2. Performance; No Default 3 4.3. Documents Required 4 4.4. Opinions of Counsel 6 4.5. Purchase Permitted by Applicable Law, Etc. 7 4.6. Consents and Approvals 7 4.7. Payment of...Discretionary Note Purchase Agreement • September 14th, 1998 • Wireless One Inc • Cable & other pay television services • New York
