SECURITY AGREEMENTSecurity Agreement • April 4th, 2006 • Covad Communications Group Inc • Telephone communications (no radiotelephone)
THIS SECURITY AGREEMENT (this “Agreement”), dated as of March 29, 2006, is made by COVAD COMMUNICATIONS GROUP, INC., a Delaware corporation (“Group”), and COVAD COMMUNICATIONS COMPANY, a California corporation (“Operating”; individually and collectively with Group, the “Debtor”), for the benefit of EARTHLINK, INC., a Delaware corporation (the “Secured Party”), acting on its own behalf and as Collateral Agent (as defined in the Note described below) for the Holders (as defined in the Note described below) of the Note described below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2006 • Covad Communications Group Inc • Telephone communications (no radiotelephone) • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 29, 2006, by and between Covad Communications Group, Inc., a Delaware corporation (the “Company”), and EarthLink, Inc., a Delaware corporation (the “Purchaser”).
AGREEMENT FOR XGDSL SERVICESAgreement for XGDSL Services • April 4th, 2006 • Covad Communications Group Inc • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT FOR XGDSL SERVICES (“Agreement”) is entered into and effective as of March 29, 2006 (the “Effective Date”), by and between Covad Communications Company, a California corporation (“Covad”) with offices at 110 Rio Robles, San Jose, CA 95134, and EarthLink, Inc., a Delaware Corporation with offices at 1375 Peachtree Street, Atlanta, Georgia, 30309 (“EarthLink”). Covad and EarthLink are jointly referred to herein as the “Parties” or individually as a “Party.”
AMENDMENT TO AMENDED AND RESTATED STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • April 4th, 2006 • Covad Communications Group Inc • Telephone communications (no radiotelephone)
This Amendment (this “Amendment”) is made and entered into as of March 29, 2006, by and between Covad Communications Group, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (“Agent”).
ContractSenior Secured Convertible Note • April 4th, 2006 • Covad Communications Group Inc • Telephone communications (no radiotelephone) • Delaware
THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
