1 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of February 27, 1997, made by the Persons listed on the signature pages hereof (each a "Pledgor" and collectively the "Pledgors"; provided that "Pledgor" shall be deemed to include any other Person that...Pledge Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • California
1 EXHIBIT 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT PREAMBLE: THIS AMENDMENT, dated as of July 26, 1996 (this "Amendment") is made and entered into by and among MIDCOM COMMUNICATIONS INC., a Washington corporation ("MIDCOM"), for itself as a Borrower...Credit Agreement • November 14th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Illinois
BACKGROUNDSettlement Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
1 EXHIBIT 4.5 ================================================================= =============== 8 1/4% Convertible Subordinated Notes due 2003 REGISTRATION RIGHTS AGREEMENT Dated as of August 22, 1996Registration Rights Agreement • October 18th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • New York
1 EXHIBIT 4.3 MIDCOM COMMUNICATIONS INC. $85,000,000 8 1/4% Convertible Subordinated Notes due 2003 PURCHASE AGREEMENTPurchase Agreement • October 18th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • New York
BY AND BETWEEN MIDCOM COMMUNICATIONS INC., ADVAL, INC., ADVAL DATA CORPORATION, ADVANCED NETWORK DESIGN, CEL-TECH INTERNATIONAL CORP., AND PACNET INC. ANDLoan and Security Agreement • November 14th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • California
1 EXHIBIT 10.2 THIRD AMENDMENT TO CREDIT AGREEMENT Preamble: THIS AMENDMENT, dated as of August 21, 1996 (this "amendment") is made and entered into by and among MIDCOM COMMUNICATIONS INC., a Washington corporation ("MIDCOM"), for itself as a Borrower...Credit Agreement • November 14th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Illinois
1- 2 "Adjusted Net Worth", with respect to Midcom, means the sum of (a) Midcom's net worth, plus (b) the aggregate principal amount of Midcom's Indebtedness in respect of the Subordinated Notes.Loan and Security Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone)
AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT by and betweenLoan and Security Agreement • August 14th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • California
1 ADDENDUM TO MASTER LEASE AGREEMENT DATED JANUARY 15, 1997 BETWEEN MIDCOM COMMUNICATIONS INC., AS LESSEE, AND COMDISCO, INC., AS LESSORMaster Lease Agreement • August 14th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone)
1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER STATE OR FEDERAL SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN A MANNER THAT WOULD VIOLATE THE...Stock Purchase Warrant • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone)
EMPLOYMENT AGREEMENT BETWEEN MIDCOM COMMUNICATIONS INC. AND WILLIAM H. OBERLINEmployment Agreement • November 14th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION The Agreement and Plan of Reorganization dated December 29, 1995 between MIDCOM Communications Inc., ADNET Telemanagement, Inc. and David Wiegand and Maria Wiegand (the "Agreement") is modified and...Agreement and Plan of Reorganization • January 16th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone)
AMENDMENT NUMBER TWO TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 14th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • California
RECITALSTrademark Security Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • California
RELEASE AND SETTLEMENT AGREEMENTRelease and Settlement Agreement • March 18th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • New York
WITNESSETHConsulting Agreement • November 14th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
CARRIER AGREEMENT BETWEEN MIDCOM COMMUNICATIONS INC. AND AT&T CORP.Carrier Agreement • March 18th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • New York
1 AGREEMENT NO. MC-10/96-DM PAGE 1Network Products Purchase Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • North Carolina
EXHIBIT 10.2 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION OF...Warrant Agreement • November 14th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
MIDCOM COMMUNICATIONS INC., DBA ADNET TELEMANAGEMENT/DEALER AGREEMENTDealer Agreement • November 14th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
2 3 9. ENTIRE AGREEMENT. This Consulting Agreement sets forth the entire understanding between the parties and may not be amended except in writing signed by both parties.Consulting Agreement • January 16th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
1 2 4. Exercise. Subject to Sections 1 and 2 hereof and the Plan, this Option may be exercised in whole or in part at any time and from time to time by means of a written notice of exercise signed and delivered by the Optionee or a permitted...Stock Option Agreement • January 16th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
1 EXHIBIT 10.8 [*] DESIGNATES MATERIAL FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED, WHICH MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION RESALE SOLUTIONS SWITCHED SERVICES AGREEMENT THIS AGREEMENT (the...Resale Solutions Switched Services Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Kansas
2. 3 any increase or decrease of the rate(s) of interest thereon with the agreement of such other Debtor;Suretyship Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone)
1 EXHIBIT 10.3 ASSIGNMENT AND DELEGATION - CONTRACT WHEREAS, MIDCOM Communications Inc., a Washington corporation ("Assignor") and Northern Telecom Inc., a Delaware corporation ("NT") are parties to the Network Products Purchase Agreement, Number...Assignment and Delegation Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone)
1 REVISED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
MIDCOM COMMUNICATIONS INC. IssuerIndenture • October 18th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • New York
1 MASTER FORBEARANCE AGREEMENT ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. This Master Forbearance Agreement (the "Agreement") is made as...Master Forbearance Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
Sprint DS-1 Private Line Agreement Volume PlanDs-1 Private Line Agreement • May 15th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone)
AMENDMENTS TO NON-COMPETITION AGREEMENTS OF MARIA WIEGAND AND DAVE WIEGANDNon-Competition Agreement • January 16th, 1997 • Midcom Communications Inc • Telephone communications (no radiotelephone)
WITNESSETHConsulting Agreement • November 14th, 1996 • Midcom Communications Inc • Telephone communications (no radiotelephone) • Washington
