THIS NON-RECOURSE DEMAND NOTE IS SUBJECT TO THE TERMS OF THE CALL OPTION AGREEMENT, DATED AS OF JANUARY 4, 2002, BETWEEN MAKER AND MADISON RIVER TELEPHONE COMPANY, LLC NON-RECOURSE DEMAND NOTENon-Recourse Demand Note • December 11th, 2006 • Madison River Communications Corp. • Telephone communications (no radiotelephone) • Delaware
For value received, Bruce J. Becker (“Maker”) promises to pay on demand to the order of Madison River Capital, LLC, a Delaware limited liability company (the “Company”), at the Company’s principal place of business or at such other place as is designated in writing by the holder of this Note, the aggregate principal amount of $466,667.
ESCROW AGREEMENTEscrow Agreement • December 11th, 2006 • Madison River Communications Corp. • Telephone communications (no radiotelephone) • Alabama
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into this 28th day of September, 1999, by and among MADISON RIVER TELEPHONE COMPANY, LLC, a Delaware limited liability company (“MRTC”), GULF MERGER CORPORATION, an Alabama corporation (“GMC”), GULF COAST SERVICES, INC., an Alabama corporation (“GCSI”), the members of all of the issued and outstanding capital stock of GCSI (the “GCSI Stockholders”), and REGIONS BANK, an Alabama banking corporation (“Escrow Agent”), MRTC, GMC, GCSI, the GCSI Stockholders and Escrow Agent are hereinafter sometimes referred to, collectively, as the “Parties.”
CREDIT AGREEMENT Dated as of December 22, 2004 Among MADISON RIVER TELEPHONE COMPANY LLC as Borrower and THE LENDERS FROM TIME TO TIME PARTY HERETO as Lenders and MERRILL LYNCH CAPITAL CORPORATION as Administrative Agent and MERRILL LYNCH, PIERCE,...Credit Agreement • December 11th, 2006 • Madison River Communications Corp. • Telephone communications (no radiotelephone) • New York
CREDIT AGREEMENT (this “Agreement”) dated as of December 22, 2004 among MADISON RIVER TELEPHONE COMPANY LLC, a Delaware limited liability company (the “Borrower”), the Lenders (as hereinafter defined), MERRILL LYNCH CAPITAL CORPORATION (“MLCC”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, the “Administrative Agent”) for the Lenders and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“MLPF&S”), as sole lead arranger, syndication agent and documentation agent (the “Lead Arranger”; together with the Administrative Agent, collectively, the “Agents”).
AMENDMENT TO ESCROW AGREEMENTEscrow Agreement • December 11th, 2006 • Madison River Communications Corp. • Telephone communications (no radiotelephone)
This Amendment to Escrow Agreement is entered into pursuant to paragraph 17 of that certain Escrow Agreement made and entered into the 28th day of September, 1999, by and among MADISON RIVER TELEPHONE COMPANY, LLC, a Delaware limited liability company (“MRTC”), GULF MERGER CORPORATION, an Alabama corporation (“GMC”), GULF COAST SERVICES, INC., an Alabama corporation (“GCSI”), the former owners of all of the issued and outstanding capital stock of GCSI as of the date of the Escrow Agreement (such former owners, or their successors in interest, hereafter referred to as the “GCSI Stockholders”) and REGIONS BANK, an Alabama banking corporation “Escrow Agent”).
FORM OF CALL OPTION AGREEMENTCall Option Agreement • December 11th, 2006 • Madison River Communications Corp. • Telephone communications (no radiotelephone) • Delaware
THIS CALL OPTION AGREEMENT (this “Agreement”) is made as of , 200 , by and between (“Seller”) and Madison River Telephone Company, LLC, a Delaware limited liability company (“Buyer” or the “Company”).
MADISON RIVER COMMUNICATIONS CORP. AMENDMENT NO. 3 AND WAIVER TO THE CREDIT AGREEMENT Dated as of November 14, 2006Credit Agreement • December 11th, 2006 • Madison River Communications Corp. • Telephone communications (no radiotelephone) • New York
WHEREAS, the Borrower, Madison River Telephone Company LLC, as Holdings, the other Guarantors party thereto, the Lenders party thereto, the Administrative Agent and the other Agents party thereto are parties to that certain Credit Agreement dated as of July 29, 2005, as amended and modified by Amendment No. 1 and Waiver to the Credit Agreement dated as of January 27, 2006 and by Amendment No. 2 to the Credit Agreement dated as of June 30, 2006 (as so amended and modified, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement;
AMENDMENT NO. 2 AND WAIVER TO THE SECURITY AGREEMENTSecurity Agreement • December 11th, 2006 • Madison River Communications Corp. • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 2 AND WAIVER TO THE SECURITY AGREEMENT (this “Amendment”) among Madison River Communications Corp. (formerly known as Madison River Capital, LLC), a Delaware corporation (the “Borrower”), Madison River Telephone Company LLC, a Delaware limited liability company (“Holdings”), Madison River Communications, LLC, a Delaware limited liability company, Madison River Finance Corp., a Delaware corporation, and Madison River Holdings LLC, a Delaware limited liability company (“Holdings LLC”), and Lehman Commercial Paper Inc., as collateral agent (the “Agent”) for the Lenders.
AMENDMENT NO. 1 TO THE SECURITY AGREEMENT Dated as of July 31, 2006Security Agreement • December 11th, 2006 • Madison River Communications Corp. • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1 TO THE SECURITY AGREEMENT among Madison River Capital, LLC, a Delaware limited liability company (the “Borrower”), Madison River Telephone Company LLC, a Delaware limited liability company (“Holdings”), Madison River Communications, LLC, a Delaware limited liability company, Madison River Finance Corp., a Delaware corporation, and Madison River Holdings LLC, a Delaware limited liability company (“Holdings LLC”), and Lehman Commercial Paper Inc., as collateral agent (the “Agent”) for the Lenders.
MADISON RIVER CAPITAL, LLC AMENDMENT NO. 2 TO THE CREDIT AGREEMENT Dated as of June 30, 2006Credit Agreement • December 11th, 2006 • Madison River Communications Corp. • Telephone communications (no radiotelephone) • New York
WHEREAS, the Borrower, Madison River Telephone Company LLC, as Holdings, the other Guarantors party thereto, the Lenders party thereto, the Administrative Agent and the other Agents party thereto are parties to that certain Credit Agreement dated as of July 29, 2005, as amended and modified by Amendment No. 1 and Waiver to the Credit Agreement dated as of January 27, 2006 (as so amended and modified, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement;
