SECOND AMENDMENT TO PURCHASE AGREEMENT THIS SECOND AMENDMENT TO PURCHASE AGREEMENT (this "Amendment") is made as of March 5, 1996, by and among United USN, Inc., a Delaware corporation (the "Company"), CIBC Wood Gundy Ventures, Inc., a Delaware...Purchase Agreement • January 14th, 1997 • United Usn Inc • Telephone communications (no radiotelephone) • New York
and HARRIS TRUST AND SAVINGS BANK as Warrant AgentWarrant Agreement • January 14th, 1997 • United Usn Inc • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT, dated as of March 15, 1999 (this "Agreement"), among USN COMMUNICATIONS, INC., a Delaware corporation (the "Company"), MERRILL LYNCH GLOBAL ALLOCATION FUND,...Note Purchase Agreement • April 16th, 1999 • Usn Communications Inc • Telephone communications (no radiotelephone)
Dated as of August 15, 1997 by and between USN COMMUNICATIONS, INC. and HARRIS TRUST AND SAVINGS BANK as Warrant Agent WARRANT AGREEMENT TABLE OF CONTENTS*Warrant Agreement • November 21st, 1997 • Usn Communications Inc • Telephone communications (no radiotelephone) • New York
Exhibit 4.5 USN COMMUNICATIONS, INC. 9% CONVERTIBLE SUBORDINATED NOTES DUE 2004 SUPPLEMENTAL INDENTURE NO. 2 Dated as of March 5, 1998 HARRIS TRUST AND SAVINGS BANK,Supplemental Indenture • March 31st, 1998 • Usn Communications Inc • Telephone communications (no radiotelephone) • New York
Exh. 10.25 THIRD AMENDMENT TO PURCHASE AGREEMENT DATED AS OF JUNE 22, 1995 THIS THIRD AMENDMENT TO PURCHASE AGREEMENT (the "Amendment") is made as of October 17, 1997, by and among USN Communications, Inc. (formerly known as United USN, Inc.) (the...Purchase Agreement • November 21st, 1997 • Usn Communications Inc • Telephone communications (no radiotelephone)
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS AGREEMENT is made as of June 22, 1995, by and among United USN, Inc., a Delaware corporation (the "Company"), CIBC Wood Gundy Ventures, Inc., a Delaware corporation ("CIBC"), Chemical Venture Capital...Stockholders Agreement • January 14th, 1997 • United Usn Inc • Telephone communications (no radiotelephone) • New York
FromSecurity Agreement • March 5th, 1999 • Usn Communications Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.6 INDEMNIFICATION AGREEMENT AGREEMENT, effective as of [DATE], between United USN, Inc., a Delaware corporation (the "Company"), and [INDEMNITEE] (the "Indemnitee"). WHEREAS, it is essential to the Company to retain and attract as directors...Indemnification Agreement • November 15th, 1996 • United Usn Inc • Delaware
EMPLOYMENT AGREEMENT AGREEMENT, dated as of July 18, 1996, by and between Ronald W. Gavillet (the "Executive") and United USN, Inc., a Delaware corporation (the "Company") and, as to Sections 5(c)(iii) and 5(c)(iv) hereof only, the current...Employment Agreement • November 15th, 1996 • United Usn Inc • Illinois
REGISTRATION RIGHTS AGREEMENT Dated As of August 15, 1997 by and among USN COMMUNICATIONS, INC. and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION as Initial PurchasersRegistration Rights Agreement • November 21st, 1997 • Usn Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.2 SECURITY AGREEMENT Dated as of November 18, 1998Security Agreement • November 20th, 1998 • Usn Communications Inc • Telephone communications (no radiotelephone) • Illinois
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT Dated as of September 30, 1996Registration Rights Agreement • January 14th, 1997 • United Usn Inc • Telephone communications (no radiotelephone) • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 2nd, 1998 • Usn Communications Inc • Telephone communications (no radiotelephone) • Delaware
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT THIS FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT (the "Amendment") is made as of June 10, 1994, by and among United USN, Inc., a Delaware corporation (the "Company"), CIBC Wood Gundy Ventures, Inc., a Delaware...Stockholders Agreement • January 14th, 1997 • United Usn Inc • Telephone communications (no radiotelephone)
EXHIBIT 4.8 USN COMMUNICATIONS, INC. 9% CONSENT CONVERTIBLE SUBORDINATED NOTES DUE 2006Indenture • February 2nd, 1998 • Usn Communications Inc • Telephone communications (no radiotelephone) • New York
Exhibit 10.2 EMPLOYMENT AGREEMENT AGREEMENT, dated as of July 18, 1996, by and between J. Thomas Elliott (the "Executive") and United USN, Inc., a Delaware corporation (the "Company") and, as to Sections 5(c)(iii) and 5(c)(iv) hereof only, the current...Employment Agreement • November 15th, 1996 • United Usn Inc • Illinois
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 1997 • United Usn Inc • Telephone communications (no radiotelephone) • Illinois
Exh. 4.4 USN COMMUNICATIONS, INC. 9% CONVERTIBLE SUBORDINATED NOTES DUE 2004 SUPPLEMENTAL INDENTURE NO. 1 Dated as of August 12, 1997 HARRIS TRUST AND SAVINGS BANK,Supplemental Indenture • November 21st, 1997 • Usn Communications Inc • Telephone communications (no radiotelephone) • New York
and HARRIS TRUST AND SAVINGS BANK as Warrant AgentWarrant Agreement • November 21st, 1997 • Usn Communications Inc • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENT TO PURCHASE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (the "Amendment") is made as of June 10, 1994, by and among United USN, Inc., a Delaware corporation (the "Company"), CIBC Wood Gundy Ventures, Inc., a Delaware...Purchase Agreement • January 14th, 1997 • United Usn Inc • Telephone communications (no radiotelephone)
PURCHASE AGREEMENT DATED AS OF JUNE 22, 1995 BY AND AMONG CIBC WOOD GUNDY VENTURES, INC., CHEMICAL VENTURE CAPITAL ASSOCIATES, HANCOCK VENTURE PARTNERS IV - DIRECT FUND, L.P., BT CAPITAL PARTNERS, INC., NORTHWOOD CAPITAL PARTNERS LLC, NORTHWOOD...Purchase Agreement • January 14th, 1997 • United Usn Inc • Telephone communications (no radiotelephone) • New York
INDENTUREIndenture • January 14th, 1997 • United Usn Inc • Telephone communications (no radiotelephone) • New York
UNITED USN, INC.First Supplemental Indenture • March 31st, 1997 • United Usn Inc • Telephone communications (no radiotelephone)
PURCHASE AGREEMENT DATED APRIL 20, 1994 BY AND AMONG CIBC WOOD GUNDY VENTURES, INC., CHEMICAL VENTURE CAPITAL ASSOCIATESPurchase Agreement • January 14th, 1997 • United Usn Inc • Telephone communications (no radiotelephone) • New York
PAGE 1. AUTHORIZATION OF NOTES..............................................1 2. SALE AND PURCHASE OF NOTES..........................................2 3. CLOSINGS............................................................2 4. CONDITIONS TO...Note Purchase Agreement • March 5th, 1999 • Usn Communications Inc • Telephone communications (no radiotelephone) • New York
WHEREAS, upon the execution of this Agreement, Quest shall issue to USN a demand note (the "Demand Note") in the form attached hereto as Exhibit A, in the principal amount equal to the outstanding principal and accrued interest owed to USN under the...Asset Purchase Agreement • January 14th, 1997 • United Usn Inc • Telephone communications (no radiotelephone) • New York
SECOND AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • November 21st, 1997 • Usn Communications Inc • Telephone communications (no radiotelephone)
GLOBAL NOTE REPRESENTING 14 5/8% SENIOR DISCOUNT NOTES DUE 2004Global Note • November 21st, 1997 • Usn Communications Inc • Telephone communications (no radiotelephone) • New York
AMONGPurchase Agreement • November 21st, 1997 • Usn Communications Inc • Telephone communications (no radiotelephone) • New York
WITNESSETH:Asset Purchase Agreement • January 14th, 1997 • United Usn Inc • Telephone communications (no radiotelephone) • New York
SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION AGREEMENTRegistration Agreement • March 31st, 1998 • Usn Communications Inc • Telephone communications (no radiotelephone)
RECITALS:Paying Agency Agreement • March 5th, 1999 • Usn Communications Inc • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (this "Amendment") dated as of January 15, 1999 is entered into by and between USN COMMUNICATIONS, INC., a Delaware corporation (the "Company") and MERRILL...Note Purchase Agreement • January 21st, 1999 • Usn Communications Inc • Telephone communications (no radiotelephone)
RIGHTS AGREEMENT RIGHTS AGREEMENT, dated as of August 10, 1998 (the "Agreement"), between USN COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and HARRIS TRUST AND SAVINGS BANK (the "Rights Agent"). W I T N E S S E T H WHEREAS, on August...Rights Agreement • August 14th, 1998 • Usn Communications Inc • Telephone communications (no radiotelephone) • Illinois
