AGREEMENT AND PLAN OF MERGERMerger Agreement • January 2nd, 2014 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 30, 2013, is by and among EarthLink, Inc., a Delaware corporation (“EarthLink”), EarthLink Holdings Corp., a Delaware corporation and a wholly-owned subsidiary of EarthLink (“HoldCo”), and EarthLink, LLC, a Delaware limited liability company and a wholly-owned subsidiary of HoldCo (“MergerSub”).
FIRST SUPPLEMENTAL INDENTURE Supplementing the Indenture Dated as of May 29, 2013 EARTHLINK, LLC (as successor to EarthLink, Inc.), EARTHLINK HOLDINGS CORP., as Company, and the Subsidiary Guarantors party hereto and REGIONS BANK, as TrusteeFirst Supplemental Indenture • January 2nd, 2014 • Earthlink Inc • Services-computer programming, data processing, etc. • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 31, 2013 by and among EarthLink Holdings Corp. (“Holdings”), a Delaware corporation, EarthLink, LLC (“New EarthLink”), a Delaware limited liability company (as successor to EarthLink, Inc. (“EarthLink”), a Delaware corporation), the Subsidiaries of Holdings parties hereto (the “Subsidiary Guarantors”), and Regions Bank (the “Trustee”), as Trustee under the Indenture, dated as of May 29, 2013 (“Base Indenture”);
FOURTH SUPPLEMENTAL INDENTURE Supplementing the Indenture Dated as of May 17, 2011 EARTHLINK, LLC (as successor to EarthLink, Inc.), EARTHLINK HOLDINGS CORP., as Company, and the Subsidiary Guarantors party hereto and DEUTSCHE BANK TRUST COMPANY...Fourth Supplemental Indenture • January 2nd, 2014 • Earthlink Inc • Services-computer programming, data processing, etc. • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of December 31, 2013 by and among EarthLink Holdings Corp. (“Holdings”), a Delaware corporation, EarthLink, LLC (“New EarthLink”), a Delaware limited liability company (as successor to EarthLink, Inc. (“EarthLink”), a Delaware corporation), the Subsidiaries of Holdings parties hereto (the “Subsidiary Guarantors”), and Deutsche Bank Trust Company Americas (the “Trustee”), as Trustee under the Indenture, dated as of May 17, 2011, as amended by that First Supplemental Indenture, dated as of June 7, 2011, that Second Supplemental Indenture, dated as of September 27, 2011 and that Third Supplemental Indenture, dated as of May 29, 2013 (as amended, “Base Indenture”);
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 2nd, 2014 • Earthlink Inc • Services-computer programming, data processing, etc.
