AMENDED AND RESTATED GUARANTYGuaranty • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • New York
This amended and restated guaranty agreement (“Guaranty”) is made and executed as of November , 2004, by IOWA TELECOM DATA SERVICES, L.C., an Iowa limited liability company (hereinafter called the “Guarantor”) in favor of RURAL TELEPHONE FINANCE COOPERATIVE a South Dakota cooperative association, as administrative agent under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided for in the Credit Agreement referred to below.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November , 2004, among IOWA TELECOMMUNICATIONS SERVICES, INC., The Lenders Party Hereto, and RURAL TELEPHONE FINANCE COOPERATIVE, as Administrative AgentCredit Agreement • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November , 2004, among IOWA TELECOMMUNICATIONS SERVICES, INC., the LENDERS party hereto, and RURAL FINANCE TELEPHONE COOPERATIVE, as Administrative Agent.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT dated as of [ ], 2004 (as amended, modified or supplemented, this “Agreement”), among IOWA TELECOMMUNICATIONS SERVICES, INC., an Iowa corporation (the “Borrower”), the subsidiaries of the Borrower party hereto (the “Subsidiary Loan Parties” and, collectively with the Borrower, the “Grantors”) and RURAL TELEPHONE FINANCE COOPERATIVE, a South Dakota cooperative association, as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein).
AMENDED AND RESTATED STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT Dated as of November , 2004Stockholders and Registration Rights Agreement • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT, dated as of November , 2004, among: Iowa Telecommunications Services, Inc., an Iowa corporation (the “Company”); ING Furman Selz Investors III, L.P., a Delaware limited partnership (“ING LP”), ING Barings US Leveraged Equity Plan LLC, a Delaware limited liability company (“ING LLC”) and ING Barings Global Leveraged Equity Plan Ltd., a Bermuda company (“ING LTD” and, together with ING LP and ING LLC, referred to hereafter as “ING”); Iowa Network Services, Inc., an Iowa corporation (together with its Permitted Transferees, “INS”); BancBoston Ventures Inc., a Massachusetts corporation (“BancBoston”); Teachers Insurance and Annuity Association of America, a New York corporation (“Teachers,” and together with ING and BancBoston collectively referred to hereafter as the “Institutional Holders,” and INS and the Institutional Holders, together with their respective Permitted Transferees, collectively referred to hereafter as
NON-COMPETITION AGREEMENTNon-Competition Agreement • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • Iowa
THIS NON-COMPETITION AGREEMENT (the “Non-Competition Agreement”), is made and entered into this day November, 2004, by and among Iowa Telecommunications Services, Inc., an Iowa corporation (the “Company”); ING Furman Selz Investors III L.P., a Delaware limited partnership (“ING LP”), ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company (“ING LLC”) and ING Barings Global Leveraged Equity Plan Ltd., a Bermuda company (“ING LTD” and, together with ING LP and ING LLC, referred to hereafter as “ING”); and Iowa Network Services, Inc., an Iowa corporation (“INS”).
15,789,474 Shares IOWA TELECOMMUNICATIONS SERVICES, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Iowa Telecommunications Services, Inc., an Iowa corporation (the “Company”) and the Selling Shareholders identified in the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and Merrill Lynch (the “Underwriters”), of up to 18,157,895 shares (the “Shares”) of the Common Stock par value $0.01 per share of the Company (the “Common Stock”).
MORTGAGE AND SECURITY AGREEMENT Made By and Between IOWA TELECOMMUNICATIONS SERVICES, INC., Mortgagor and RURAL TELEPHONE FINANCE COOPERATIVE, as Administrative Agent, Mortgagee Dated as of November , 2004Mortgage and Security Agreement • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone)
All right, title and interest of the Mortgagor in, to and under any and all licenses, franchises, ordinances, privileges and permits heretofore granted, issued or executed, or which may hereafter be granted, issued or executed, to it or to its assignors by the United States of America, or by any state, or by any county, township, municipality, village or other political subdivision thereof, or by any agency, board, commission or department of any of the foregoing, authorizing the construction, acquisition or operation of all properties, facilities, systems or businesses, insofar as the same may by law be assigned, granted, bargained, sold, conveyed, transferred, mortgaged, or pledged;
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 17th, 2004 • Iowa Telecommunications Services Inc • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (“Agreement”) dated as of November , 2004, is entered into by and between IOWA TELECOMMUNICATIONS SERVICES, INC., an Iowa corporation (“Pledgor”), and RURAL TELEPHONE FINANCE COOPERATIVE, a South Dakota cooperative association, as Administrative Agent under the Credit Agreement referred to below (in such capacity, the “Collateral Agent”) for the Lenders (as defined in the Credit Agreement referred to below).
