CREDIT AGREEMENT among MOBILEPRO CORP., DAVEL ACQUISITION CORP. -and- AIRLIE OPPORTUNITY MASTER FUND, LTD. Dated as of November 15, 2004Credit Agreement • November 17th, 2004 • Mobilepro Corp • Telephone & telegraph apparatus • New York
THIS CREDIT AGREEMENT (“Agreement” or “Credit Agreement”) dated as of November 15, 2004, is made and entered into by and among Mobilepro Corp. , a Delaware corporation (“MobilePro”); Davel Acquisition Corp., a Delaware corporation (the “Purchaser”) and Airlie Opportunity Master Fund, Ltd., a Cayman Islands company (“Airlie” or the “Lender”). MobilePro and the Purchaser are hereinafter collectively referred to as the “Borrowers.” Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined. Pursuant to the Joinder Agreement to be executed immediately following the Closing Date, this Agreement shall also applicable to and binding upon each of Davel Communications, Inc., a Delaware corporation (“Davel”); Davel Financing Company LLC, a Delaware limited liability company (“Davel Financing”); PhoneTel Technologies, Inc., an Ohio corporation (“Phonetel”); Cherokee Communications, Inc., a Texas corporation (“Cherokee”). Davel, Davel
WARRANT AGREEMENT OF MOBILEPRO CORP.Warrant Agreement • November 17th, 2004 • Mobilepro Corp • Telephone & telegraph apparatus • Delaware
This certifies that in partial consideration for the transactions entered into between Mobilepro Corp., a Delaware corporation (the “Company”), with principal offices at 6701 Democracy Blvd., Suite 300, Bethesda, MD 20817, and various stockholders of Davel Communications, Inc. listed on Exhibit A attached to that certain Loan Purchase Agreement and Transfer and Assignment of Shares dated as of September 3, 2004, as amended by that certain letter agreement dated November 15, 2004, between the Company and the initial holder of this warrant among other parties (as amended, the “Agreement”), ______________ is entitled, subject to the terms and conditions of this Warrant, to purchase from the Company at any time prior to November 15, 2009 (the “Expiration Date”) all, or any portion, of the ________ shares of Warrant Stock (as defined below) as may be purchased at a price per share equal to the Warrant Price (as defined below), upon surrender of this Warrant at the principal offices of the C
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 17th, 2004 • Mobilepro Corp • Telephone & telegraph apparatus • Delaware
This Registration Rights Agreement (this “Registration Rights Agreement”) is made and entered into as of November 15, 2004, by and among MOBILEPRO CORP., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A attached hereto (the “Warrant Holders”).
