AGREEMENT AND PLAN OF MERGER DATED AS OF December 16, 2004, AMONG MID-MISSOURI PARENT, LLC, MID-MISSOURI HOLDING CORP., RURAL LEC ACQUISITION LLC and OTELCO MERGER SUBSIDIARY, INC.Merger Agreement • March 31st, 2005 • Otelco Telecommunications LLC • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 16, 2004, among MID-MISSOURI PARENT, LLC, a Delaware limited liability company (“Parent”), MID-MISSOURI HOLDING CORP., a Delaware corporation and wholly owned subsidiary of Parent (“MMHC”), RURAL LEC ACQUISITION LLC, a Delaware limited liability company (together with is successor in interest upon the Conversion, “Otelco”), and OTELCO MERGER SUBSIDIARY, INC., a Delaware corporation and wholly owned subsidiary of OTELCO (“MergerCo”).
CREDIT AGREEMENT Dated as of December 21, 2004 among OTELCO INC., as Borrower, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, and GENERAL ELECTRIC CAPITAL CORPORATION, as...Credit Agreement • March 31st, 2005 • Otelco Telecommunications LLC • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of December 21, 2004 among OTELCO INC., a Delaware corporation (“Borrower”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders, and the other Lenders signatory hereto from time to time.
OTELCO INC. and the Guarantors from time to time party hereto, as GuarantorsIndenture • March 31st, 2005 • Otelco Telecommunications LLC • New York
INDENTURE, dated as of December 21, 2004 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), among OTELCO INC., a Delaware corporation (the “Company”), each subsidiary of the Company listed on the signature pages hereto (the “Guarantors”), and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 31st, 2005 • Otelco Telecommunications LLC • New York
INVESTOR RIGHTS AGREEMENT, dated as of December 21, 2004 (this “Agreement”), among Otelco Inc., a Delaware corporation (the “Company”), Seaport Capital Partners II, L.P., a Delaware limited partnership (“Seaport Capital”), Seaport Investments, LLC, a Delaware limited liability company (“Seaport Investments”, and together with Seaport Capital, “Seaport”), CEA Capital Partners USA, L.P., a Delaware limited partnership (“CEA Capital”), CEA Capital Partners USA CI, L.P., a Delaware limited partnership (“CEA Capital CI”, and together with CEA Capital, “CEA”), BancBoston Ventures Inc., a Massachusetts corporation (“BancBoston”), Mid-Missouri Parent LLC, a Delaware limited liability company (“Mid-Missouri Parent”), Michael D. Weaver, Sean Reilly, Kevin Reilly and Sternberg Consulting Inc., a Louisiana corporation (“Sternberg Consulting”).
