SECOND LIEN CREDIT AND GUARANTY AGREEMENT dated as of October 19, 2008 among VONAGE AMERICA INC. (“VONAGE AMERICA”) and VONAGE HOLDINGS CORP. (“HOLDINGS”), as Borrowers, CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, VARIOUS LENDERS, and SILVER...Credit and Guaranty Agreement • October 22nd, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
This SECOND LIEN CREDIT AND GUARANTY AGREEMENT, dated as of October 19, 2008, is entered into by and among VONAGE AMERICA INC., a Delaware corporation (“Vonage America”) and VONAGE HOLDINGS CORP., a Delaware corporation (“Holdings”) (each of Holdings and Vonage America are referred to hereinafter each individually as a “Borrower” and individually and collectively, jointly and severally, as the “Borrowers”) and certain subsidiaries of Holdings, as Guarantors, the Lenders party hereto from time to time, and SILVER POINT FINANCE, LLC (“Silver Point”), as Administrative Agent (in such capacity, “Administrative Agent”), Collateral Agent (in such capacity, “Collateral Agent”) and Lead Arranger (in such capacity, the “Lead Arranger”).
ContractVoting Agreement • October 22nd, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
VOTING AGREEMENT, dated as of September 28, 2008 (this “Agreement”) between Vonage Holdings Corp., a Delaware corporation (the “Company”) and [ ] (the “Stockholder”).
THIRD LIEN PLEDGE AND SECURITY AGREEMENT dated as of October 19, 2008 among EACH OF THE GRANTORS PARTY HERETO and SILVER POINT FINANCE, LLC as Collateral AgentThird Lien Pledge and Security Agreement • October 22nd, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
This THIRD LIEN PLEDGE AND SECURITY AGREEMENT, dated as of October 19, 2008 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and SILVER POINT FINANCE, LLC, a Delaware limited liability company, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).
FIRST LIEN PLEDGE AND SECURITY AGREEMENT dated as of October 19, 2008 among EACH OF THE GRANTORS PARTY HERETO and SILVER POINT FINANCE, LLC as Collateral AgentFirst Lien Pledge and Security Agreement • October 22nd, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
This FIRST LIEN PLEDGE AND SECURITY AGREEMENT, dated as of October 19, 2008 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and SILVER POINT FINANCE, LLC, a Delaware limited liability company, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).
SECOND LIEN PLEDGE AND SECURITY AGREEMENT dated as of October 19, 2008 among EACH OF THE GRANTORS PARTY HERETO and SILVER POINT FINANCE, LLC as Collateral AgentSecond Lien Pledge and Security Agreement • October 22nd, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
This SECOND LIEN PLEDGE AND SECURITY AGREEMENT, dated as of October 19, 2008 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and SILVER POINT FINANCE, LLC, a Delaware limited liability company, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, the “Collateral Agent”).
THIRD LIEN NOTE PURCHASE AGREEMENT dated as of October 19, 2008 among VONAGE AMERICA INC. (“VONAGE AMERICA”) and VONAGE HOLDINGS CORP. (“HOLDINGS”), as Co- Issuers, CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, VARIOUS PURCHASERS, and SILVER POINT...Third Lien Note Purchase Agreement • October 22nd, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
This THIRD LIEN NOTE PURCHASE AGREEMENT, dated as of October 19, 2008, is entered into by and among VONAGE AMERICA INC., a Delaware corporation (“Vonage America”), and VONAGE HOLDINGS CORP., a Delaware corporation (“Holdings”) (each of Holdings and Vonage America are referred to hereinafter each individually as a “Co-Issuer” and individually and collectively, jointly and severally, as the “Co-Issuers”) and certain subsidiaries of Holdings, as Guarantors, the Purchasers party hereto from time to time, and SILVER POINT FINANCE, LLC (“Silver Point”), as Note Agent (in such capacity, “Note Agent”) and Collateral Agent (in such capacity, “Collateral Agent”).
18,000,000 AGGREGATE PRINCIPAL AMOUNT VONAGE HOLDINGS CORP. VONAGE AMERICA INC. 20% CONVERTIBLE SECURED THIRD LIEN NOTES DUE 2015 Registration Rights Agreement dated October 19, 2008Registration Rights Agreement • October 22nd, 2008 • Vonage Holdings Corp • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT, dated as of October 19, 2008, among Vonage Holdings Corp., a Delaware corporation (the “Company”) and Vonage America Inc., a Delaware corporation (“Vonage America” and, together with the Company and any of their respective successor entities, collectively herein referred to as the “Co-Issuers”), the purchasers listed on the signature pages hereto (the “Purchasers”) and certain Specified Persons (as defined below).
