SUREWEST COMMUNICATIONSNote Purchase Agreement • March 14th, 2003 • Surewest Communications • Telephone communications (no radiotelephone) • California
BY AND AMONGShare Purchase Agreement • January 29th, 2007 • Surewest Communications • Telephone communications (no radiotelephone) • California
AGREEMENT ---------Separation Agreement • October 7th, 2005 • Surewest Communications • Telephone communications (no radiotelephone)
ASSET PURCHASE AGREEMENT by and between WESTERN INTEGRATED NETWORKS, LLC, and Affiliates as "Seller,"Asset Purchase Agreement • July 29th, 2002 • Surewest Communications • Telephone communications (no radiotelephone) • Colorado
RECITALSBusiness Loan Agreement • March 16th, 2005 • Surewest Communications • Telephone communications (no radiotelephone)
RECITALSLoan Agreement • March 16th, 2005 • Surewest Communications • Telephone communications (no radiotelephone)
andRights Agreement • March 16th, 1998 • Roseville Communications Co • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 14, 2007Credit Agreement • May 15th, 2007 • Surewest Communications • Telephone communications (no radiotelephone) • Colorado
Exhibit 99.1 SUREWEST COMMUNICATIONS STEVEN C. OLDHAM EMPLOYMENT AGREEMENT This Employment Agreement is entered into as of December 15, 2005 by and between SureWest Communications (the "Company") and Steven C. Oldham ("Executive") 1. Duties and Scope...Employment Agreement • December 16th, 2005 • Surewest Communications • Telephone communications (no radiotelephone) • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 26th, 2010 • Surewest Communications • Telephone communications (no radiotelephone) • California
This Indemnification Agreement (this “Agreement”) is made as of March 24, 2010, by and between SureWest Communications, a California corporation (the “Company”), and (“Indemnitee”).
ANDNon-Competition and Non-Solicitation Agreement • March 6th, 2007 • Surewest Communications • Telephone communications (no radiotelephone) • California
Exhibit 99.1 CREDIT AGREEMENT DATED AS OF MAY 1, 2006Credit Agreement • May 2nd, 2006 • Surewest Communications • Telephone communications (no radiotelephone) • Colorado
RECITALSLoan Agreement • March 16th, 2005 • Surewest Communications • Telephone communications (no radiotelephone)
SUREWEST COMMUNICATIONS and AMERICAN STOCK TRANSFER & TRUST COMPANY Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT Dated as of March 10, 2008Rights Agreement • March 12th, 2008 • Surewest Communications • Telephone communications (no radiotelephone) • New York
This Amended and Restated Rights Agreement, originally dated as of March 12, 1998, as amended and restated as of March 10, 2008 (as amended and restated, this “Rights Agreement”), between SUREWEST COMMUNICATIONS, a California corporation formerly known as Roseville Communications Company (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the “Rights Agent”).
EXHIBIT 10 (j) LETTER AGREEMENT Roseville Communications Company P.O. Box 969 Roseville, California 95678 January 16, 2001 Jay B. Kinder Executive VP & COO Roseville Telephone Company P.O. Box 969 Roseville, California 95678 Dear Jay: Roseville...Letter Agreement • March 29th, 2001 • Roseville Communications Co • Telephone communications (no radiotelephone) • California
Dear :Severance Agreement • March 17th, 2008 • Surewest Communications • Telephone communications (no radiotelephone) • California
The Board of Directors of SureWest Communications (“SureWest”) for and on behalf of itself and all of its subsidiaries and affiliates has recently approved a contract to provide enhanced severance payments and benefits to certain SureWest Executive Vice Presidents and certain other key employees in the event of certain terminations of employment connected with a change in control of SureWest. This Agreement sets forth your rights and obligations under the Agreement.
AGREEMENT AND PLAN OF MERGER by and among SUREWEST COMMUNICATIONS, CONSOLIDATED COMMUNICATIONS HOLDINGS, INC., WH ACQUISITION CORP. and WH ACQUISITION II CORP. Dated as of February 5, 2012Merger Agreement • February 8th, 2012 • Surewest Communications • Telephone communications (no radiotelephone) • California
This AGREEMENT AND PLAN OF MERGER, dated as of February 5, 2012 (as amended, supplemented or otherwise modified from time to time, and together with all exhibits and schedules hereto, this “Agreement”), is entered into by and among Consolidated Communications Holdings, Inc., a Delaware corporation (“Parent”), SureWest Communications, a California corporation (the “Company”), WH Acquisition Corp., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub I”), and WH Acquisition II Corp., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”).
Re: Change in Control Severance AgreementChange in Control Severance Agreement • February 14th, 2011 • Surewest Communications • Telephone communications (no radiotelephone) • California
The Board of Directors of SureWest Communications (“SureWest”) for and on behalf of itself and all of its subsidiaries and affiliates has recently approved a contract to provide enhanced severance payments and benefits to certain SureWest executives and certain other key management employees in the event of certain terminations of employment connected with a change in control of SureWest (the “Agreement”). This Agreement is the Change in Control Severance Agreement described in the SureWest Communications Change in Control Severance Plan (the “Plan”). This Agreement enumerates the Plan benefits that may be provided to you as referenced in Section II of the Plan. The below sets forth your rights and obligations under this Agreement.
EXHIBIT 10 (l) LETTER AGREEMENT Roseville Communications Company P.O. Box 969 Roseville, California 95678 January 16, 2001 Robert M. Burger Vice President RCS Wireless P.O. Box 969 Roseville, California 95678 Dear Bob: Roseville Communications Company...Letter Agreement • March 29th, 2001 • Roseville Communications Co • Telephone communications (no radiotelephone) • California
CNSL Letterhead] CONSENT AND WAIVER June 4, 2012Merger Agreement • June 5th, 2012 • Surewest Communications • Telephone communications (no radiotelephone)
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 28th, 2011 • Surewest Communications • Telephone communications (no radiotelephone) • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of November 21, 2011, by and among (i) SureWest Communications (the “Borrower”), (ii) the Subsidiaries of the Borrower identified on the signature pages hereto (each, individually, a “Guarantor” and collectively, the “Guarantors”), (iii) CoBank, ACB (the “Administrative Agent”), as Administrative Agent, Lead Arranger, Bookrunner, Issuing Lender, Swingline Lender and a Lender, (iv) the other Lenders as are party to the Credit Agreement defined below, and (v) the Voting Participants under the Credit Agreement defined below. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Credit Agreement defined below.
SUREWEST COMMUNICATIONS RESTRICTED STOCK AGREEMENT OFFICER/KEY EMPLOYEE (TIME BASED)Restricted Stock Agreement • March 5th, 2012 • Surewest Communications • Telephone communications (no radiotelephone)
Vesting The Shares vest in installments as shown in the Notice of Grant of Award. Except as otherwise provided in this agreement, you must remain employed through the applicable Full Vest Date.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF SEPTEMBER 19, 2008 among SUREWEST COMMUNICATIONS as Borrower, COBANK, ACB, as Administrative Agent, Lead Arranger, Issuing Lender, Swingline Lender and a Lender and the other Lenders referred to...Credit Agreement • September 24th, 2008 • Surewest Communications • Telephone communications (no radiotelephone) • Colorado
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as amended, supplemented, modified, extended or restated as permitted herein from time to time, and including all schedules and exhibits hereto, this “Agreement”) is entered into as of September 19, 2008, among SUREWEST COMMUNICATIONS, a California corporation (“Borrower”), COBANK, ACB (individually, “CoBank” and, as Administrative Agent, “Administrative Agent”), in its capacity as Administrative Agent, as Lead Arranger, as Issuing Lender, as Swingline Lender and as a Lender, and each such other Lender as may from time to time become a party to this Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in Subsection 10.1 of this Agreement.
PURCHASE AND SALE AGREEMENT AMONG EVEREST BROADBAND, INC., THE EQUITY HOLDERS OF EVEREST BROADBAND, INC., AND SUREWEST COMMUNICATIONS DECEMBER 6, 2007Purchase and Sale Agreement • December 7th, 2007 • Surewest Communications • Telephone communications (no radiotelephone) • Delaware
PURCHASE AND SALE AGREEMENT dated as of December 6, 2007 (this "Agreement"), among Everest Broadband, Inc., a Delaware corporation ("Holdings"), the Persons identified on Schedule I (collectively, "Sellers") and SureWest Communications, a California corporation ("Purchaser").
CREDIT AGREEMENT DATED AS OF MARCH 2, 2011 among SUREWEST COMMUNICATIONS as Borrower, COBANK, ACB as Administrative Agent, Lead Arranger, Bookrunner, Issuing Lender, Swingline Lender and a Lender, ROYAL BANK OF CANADA as Syndication Agent, Bookrunner,...Credit Agreement • March 3rd, 2011 • Surewest Communications • Telephone communications (no radiotelephone) • New York
This CREDIT AGREEMENT is entered into as of March 2, 2011, to be effective on the Effective Date, among SUREWEST COMMUNICATIONS, a California corporation (“Borrower”), each Subsidiary of Borrower which is or hereafter becomes a guarantor of the Secured Obligations (individually, a “Guarantor” and, collectively, “Guarantors”; and together with Borrower, individually a “Loan Party” and, collectively, “Loan Parties”), COBANK, ACB (individually, “CoBank” and, as Administrative Agent, “Administrative Agent”), in its capacity as Administrative Agent, Lead Arranger, as Bookrunner, as Issuing Lender, as Swingline Lender and as a Lender, ROYAL BANK OF CANADA, as Syndication Agent, Bookrunner, Lead Arranger and a Lender, UNION BANK, N.A., as Documentation Agent, Lead Arranger and a Lender, and each such other Lender as may from time to time become a party to this Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in Subsection 10.1 of this Ag
EXHIBIT 10 (h) LETTER AGREEMENT Roseville Communications Company P.O. Box 969 Roseville, California 95678 January 16, 2001 Brian H. Strom President and Chief Executive Officer Roseville Communications Company P.O. Box 969 Roseville, California 95678...Letter Agreement • March 29th, 2001 • Roseville Communications Co • Telephone communications (no radiotelephone) • California
Confidential & Proprietary ASSET PURCHASE AGREEMENT among SUREWEST WIRELESS, WEST COAST PCS LLC, SUREWEST COMMUNICATIONS and CELLCO PARTNERSHIP d/b/a VERIZON WIRELESSAsset Purchase Agreement • January 22nd, 2008 • Surewest Communications • Telephone communications (no radiotelephone) • New York
THIS ASSET PURCHASE AGREEMENT (“Agreement”), dated as of January 18, 2008, is entered into by and among SureWest Wireless, a California corporation (“SWW”), West Coast PCS LLC, a California limited liability company (“West Coast,” with SWW and West Coast being referred to individually as a “Seller” or collectively as the “Sellers”), and Cellco Partnership, a Delaware general partnership doing business as Verizon Wireless (“Buyer”). Further, SureWest Communications, a California corporation (“SWC”) is a party to this Agreement solely for the purpose of making its representations and warranties set forth in, and agreeing to perform its obligations under, Section 1.3(b), Section 3.3.1(b), Section 3.3.6, Article V, Section 6.1(b), Section 6.2, Section 6.15 and Section 6.21 of this Agreement.
AMONGPublishing Agreement • March 6th, 2007 • Surewest Communications • Telephone communications (no radiotelephone) • California
FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENTCredit Agreement • July 29th, 2011 • Surewest Communications • Telephone communications (no radiotelephone) • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “Agreement”) is made and entered into as of June 3, 2011, by and among (i) SureWest Communications (the “Borrower”), (ii) the Subsidiaries of the Borrower identified on the signature pages hereto (each, individually, a “Guarantor” and collectively, the “Guarantors”), (iii) CoBank, ACB (the “Administrative Agent”), as Administrative Agent, Lead Arranger, Bookrunner, Issuing Lender, Swingline Lender and a Lender, and (iv) certain of such other Lenders as are party to the Credit Agreement defined below. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Credit Agreement defined below.
January 29, 2010Credit Agreement • February 1st, 2010 • Surewest Communications • Telephone communications (no radiotelephone)
Reference is made to the Third Amended and Restated Credit Agreement, dated as of September 19, 2008 (as the same has been amended, modified, supplemented, extended or restated from time to time, the “Credit Agreement”), among SureWest Communications (“Borrower”), CoBank, ACB (individually, “CoBank” and, as Administrative Agent, “Administrative Agent”), in its capacity as Administrative Agent, Lead Arranger, Issuing Lender, Swingline Lender and a Lender, and such other Lenders as from time to time may become a party to the Credit Agreement, providing for a Term Loan A Commitment in the initial principal amount of $120,000,000, a Term Loan B Commitment in the initial principal amount of $30,000,000, a Revolving Loan Commitment in the initial principal amount of $57,500,000 and a Swingline Commitment in the initial principal amount of $2,500,000. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among West Coast PCS Structures, LLC PCS Structures Towers, LLC West Coast PCS LLC, as Seller, and GTP Towers I, LLC, as Purchaser Dated as of October 10, 2008Membership Interest Purchase Agreement • October 14th, 2008 • Surewest Communications • Telephone communications (no radiotelephone) • Delaware
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of October 10, 2008 (the “Effective Date”), is entered into by and among West Coast PCS Structures, LLC, a Delaware limited liability company (“West Coast PCS”), PCS Structures Towers, LLC, a Delaware limited liability company (“PCS Towers” and, together with West Coast PCS, the “Companies”), West Coast PCS LLC, a California limited liability company (“Seller”), and GTP Towers I, LLC, a Delaware limited liability company (“Purchaser”).
RELEASE AGREEMENTRelease Agreement • December 21st, 2005 • Surewest Communications • Telephone communications (no radiotelephone)
This Release Agreement (“Agreement”) is executed by and between SureWest Communications (“Company”), and Fred A. Arcuri (“Employee”), with reference to the facts set forth in the recitals below.
SEVERANCE, NON-DISCLOSURE AND RELEASE AGREEMENTSeverance Agreement • April 29th, 2011 • Surewest Communications • Telephone communications (no radiotelephone) • California
The parties to this Agreement (“Agreement”) are SureWest Communications, and its affiliates and all of its subsidiaries (collectively referred to as “Company”), and Fred A. Arcuri (referred to as “I,” “me,” or “Employee”).
SEVERANCE, NON-DISCLOSURE AND RELEASE AGREEMENTSeverance Agreement • July 30th, 2010 • Surewest Communications • Telephone communications (no radiotelephone) • California
The parties to this Agreement (“Agreement”) are SureWest Communications, and its affiliates and all of its subsidiaries (collectively referred to as “Company”), and Bill DeMuth (referred to as “I,” “me,” or “Employee”).
SEPARATION AGREEMENTSeparation Agreement • June 15th, 2006 • Surewest Communications • Telephone communications (no radiotelephone)
This Separation Agreement (“Agreement”) is as of June 1, 2006 by and between Mark W. Triplett, an individual resident of the State of California (“Triplett”) and SureWest Communications, a California corporation (“SWC”).
