AMENDMENT NO. 2 TO RIGHTS AGREEMENT This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment") is being entered into as of May 28, 1999 between The Associated Group, Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services,...Rights Agreement • June 3rd, 1999 • Associated Group Inc • Radiotelephone communications • Delaware
AMENDMENT NO. 1 TO RIGHTS AGREEMENT This AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment") dated as of March 17, 1999 between the Associated Group, Inc., a Delaware corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C.,...Rights Agreement • March 25th, 1999 • Associated Group Inc • Radiotelephone communications
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 3rd, 1999 • Associated Group Inc • Radiotelephone communications • Delaware
RIGHTS AGREEMENT ------------------- RIGHTS AGREEMENT, dated as of December 14, 1994, between The Associated Group, Inc., a Delaware corporation formerly known as Associated Communications of Delaware, Inc. (the "Company"), and Mellon Bank, N.A., a...Rights Agreement • March 25th, 1999 • Associated Group Inc • Radiotelephone communications
Exhibit 6 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of March 6, 1998, by and between Teligent, Inc., a Delaware corporation (the "Company"), and Microwave Services, Inc., a Delaware corporation ("MSI"). MSI owns of record...Registration Rights Agreement • March 9th, 1998 • Associated Group Inc • Radiotelephone communications • New York
LOAN AGREEMENT BETWEEN ASSOCIATED COMMUNICATIONS, L.L.C. (THE "BORROWER") AND THE TORONTO-DOMINION BANK (THE "BANK")Loan Agreement • March 31st, 1997 • Associated Group Inc • Radiotelephone communications • New York
STOCK CONTRIBUTION AGREEMENT DATED AS OF MARCH 10, 1997 BY AND BETWEEN ASSOCIATED COMMUNICATIONS, L.L.C., FIRSTMARK COMMUNICATIONS, INC. AND LYNN FORESTER TABLE OF CONTENTSStock Contribution Agreement • December 8th, 1997 • Associated Group Inc • Radiotelephone communications • New York
EXHIBIT 4 EMPLOYMENT AGREEMENT AGREEMENT made as of the 19th day of August 1996, to be effective September 1, 1996 (the "Effective Date"), between Associated Communications, L.L.C. (formerly DMT, L.L.C.), a Delaware limited liability company (the...Employment Agreement • December 8th, 1997 • Associated Group Inc • Radiotelephone communications
Exhibit 10.9 [Goldman, Sachs & Co. Letterhead] April 20, 1999 Mr. Keith C. Hartman Associated Investments, Inc. 200 Gateway Towers Pittsburgh, PA 15222 Dear Keith: As per your request, the following are certain terms that we have agreed to regarding...Associated Group Inc • June 9th, 1999 • Radiotelephone communications
As per your request, the following are certain terms that we have agreed to regarding certain borrowings by Associated Investments, Inc., subject in all events to the terms of our standard margin agreement:
AGREEMENTAgreement • December 8th, 1997 • Associated Group Inc • Radiotelephone communications • New York
EXHIBIT 2 STOCKHOLDERS' AGREEMENT STOCKHOLDERS' AGREEMENT, dated as of November 26, 1997 (this "Agreement"), by and among Teligent, Inc., a Delaware corporation (the "Company"), Microwave Services, Inc., a Delaware corporation ("MSI"), Telcom-DTS...Stockholders' Agreement • December 8th, 1997 • Associated Group Inc • Radiotelephone communications • Delaware
PNCBANK Amended and Restated Pledge Agreement (Stocks, Bonds and Commercial Paper) THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of this 15th day of November, 1996, is made by ASSOCIATED INVESTMENTS, INC., a Delaware corporation (the...Pledge Agreement • March 31st, 1997 • Associated Group Inc • Radiotelephone communications
Amended and Restated Demand Note [PNC Bank LOGO] $19,000,000 December 15, 1997 FOR VALUE RECEIVED, ASSOCIATED INVESTMENTS, INC., a Delaware corporation (the "Borrower"), with an address at 300 Delaware Avenue, Suite 564, Wilmington, Delaware 19801,...Associated Group Inc • March 31st, 1998 • Radiotelephone communications
PNCBANK As of November 14, 1996 Associated Investments, Inc. 300 Delaware Avenue, Suite 564 Wilmington, Delaware 19801-1612 Attention: Mr. Keith C. Hartman, Comptroller Re: Amendment and Restatement of $100,000,000 Secured, Discretionary Line of...Pncbank • March 31st, 1997 • Associated Group Inc • Radiotelephone communications
Exhibit 10.11 Amended and Restated Demand Note [GRAPHIC OMITTED] $ 34,000,000.00 February 16, 1999 FOR VALUE RECEIVED, ASSOCIATED INVESTMENTS, INC., a Delaware corporation (the "Borrower"), with an address at 300 Delaware Avenue, Suite 564,...Associated Group Inc • March 31st, 1999 • Radiotelephone communications
November 12, 1997Associated Group Inc • December 8th, 1997 • Radiotelephone communications
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated SALOMON BROTHERS INC BEAR, STEARNS & CO. INC. GOLDMAN, SACHS & CO. MERRILL LYNCH INTERNATIONAL SALOMON BROTHERS INTERNATIONAL LIMITED BEAR, STEARNS INTERNATIONAL LIMITED GOLDMAN SACHS INTERNATIONAL as Representatives of the several Underwriters to be named in the within-mentioned Purchase Agreements North Tower World Financial Center New York, New York 10281
Exhibit 10.15 [letterhead of PNCBANK] December 12, 1997 PNC Bank, Delaware Associated Investments, Inc. 222 Delaware Avenue 300 Delaware Avenue, Suite 564 Wilmington, DE 19899 Wilmington, DE 19801-1612 Attention: A. David Vande Poele Attention: Keith...Associated Group Inc • March 31st, 1998 • Radiotelephone communications
Exhibit 10.10 [letterhead of Goldman Sachs] March 6, 1998 Mr. Keith C. Hartman Associated Investments, Inc. 200 Gateway Towers Pittsburgh, PA 15222 Dear Keith: As per your request, the following are certain terms that we have agreed to regarding...Associated Group Inc • March 31st, 1998 • Radiotelephone communications
As per your request, the following are certain terms that we have agreed to regarding certain borrowings by Associated Investments, Inc., subject in all events to the terms of our standard margin agreement.
LEHMAN BROTHERS =================================== Client Agreement -------- Customer Account Services CPI 3025 P.O. Box 3760 -------- New York, NY 10008-3760 Before you sign this agreement, read it thoroughly and return this completed and signed...Lehman • March 31st, 1997 • Associated Group Inc • Radiotelephone communications • New York
PNC BANKAssociated Group Inc • June 7th, 1999 • Radiotelephone communications
Exhibit 10.11 [letterhead of PNC Bank] December 12, 1997 Associated Investments, Inc. 300 Delaware Avenue, Suite 564 Wilmington, Delaware 19801-1612 Attention: Mr. Keith C. Hartman, Comptroller Ladies and Gentlemen: Reference is hereby made to that...Associated Group Inc • March 31st, 1998 • Radiotelephone communications
Amended and Restated Demand Note PNC BANKAssociated Group Inc • June 9th, 1999 • Radiotelephone communications
Exhibit 8 September 30 , 1999 The Associated Group, Inc. 200 Gateway Towers Pittsburgh, Pennsylvania 15222 Dear Sir or Madam: Reference is made to the Agreement and Plan of Merger dated as of May 28, 1999 (the "Merger Agreement") by and among AT&T...Associated Group Inc • October 8th, 1999 • Radiotelephone communications
Reference is made to the Agreement and Plan of Merger dated as of May 28, 1999 (the "Merger Agreement") by and among AT&T Corp., A-Group Merger Corp., Liberty Media Corporation ("Liberty") and The Associated Group, Inc. (the "Company"). Capitalized terms used in this letter and not defined herein have the respective meanings given to them in the Merger Agreement.
