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
SECOND AMENDMENT TO AMENDED AND RESTATED REGISTRATION AGREEMENTRegistration Agreement • March 31st, 1998 • Usn Communications Inc • Telephone communications (no radiotelephone)
DEMAND NOTE FOR VALUE RECEIVED, the undersigned, Ryan Mullaney, promises to pay to the order of USN Communications, Inc. (the "Holder"), on demand, ____________________________________ and No/100 Dollars ($________). Interest on the unpaid principal...Demand Note • March 31st, 1998 • Usn Communications Inc • Telephone communications (no radiotelephone)
FOR VALUE RECEIVED, the undersigned, Ryan Mullaney, promises to pay to the order of USN Communications, Inc. (the "Holder"), on demand, ____________________________________ and No/100 Dollars ($________). Interest on the unpaid principal balance hereof shall be computed from the date hereof, on a 365-day year basis, for the actual number of days elapsed, at a per annum rate equal to the Prime Rate, and shall be due and payable on demand. "Prime Rate" shall mean the prime rate as reported from time to time in the Wall Street Journal.
