INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
This Indemnification Agreement (“Agreement”) is made as of December 6, 2007 by and between PAETEC Holding Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
PAETEC HOLDING CORP., Company, THE SUBSIDIARY GUARANTORS PARTIES HERETO and THE BANK OF NEW YORK MELLON, Trustee Indenture Dated as of June 29, 2009Indenture • June 29th, 2009 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of June 29, 2009, among PAETEC Holding Corp., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) parties hereto and The Bank of New York Mellon, as trustee (the “Trustee”).
PAETEC HOLDING CORP., Company, THE SUBSIDIARY GUARANTORS PARTIES HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee Indenture Dated as of December 2, 2010, as supplementedIndenture • December 6th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of December 2, 2010, among PAETEC Escrow Corporation, a Delaware corporation (the “Escrow Issuer” or the “Company”; provided, however, that, for purposes of this Indenture, prior to the effectiveness of the Assumption (as defined herein), the references to the “Company” in this Indenture refer only to the Escrow Issuer and, from and after the effectiveness of the Assumption, the references to the “Company” in this Indenture refer only to PAETEC Holding Corp., a Delaware corporation), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER among WINDSTREAM CORPORATION, PEACH MERGER SUB, INC. and PAETEC HOLDING CORP. Dated as of July 31, 2011Merger Agreement • August 1st, 2011 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 31, 2011 (the “Agreement”), among Windstream Corporation, a Delaware corporation (“Parent”), Peach Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and PAETEC Holding Corp., a Delaware corporation (the “Company”).
CREDIT AGREEMENT among PAETEC HOLDING CORP., VARIOUS LENDERS, DEUTSCHE BANK TRUST COMPANY AMERICAS, as ADMINISTRATIVE AGENT, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as SYNDICATION AGENT, and CIT LENDING SERVICES CORPORATION, as...Credit Agreement • March 2nd, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone)
CREDIT AGREEMENT, dated as of February 28, 2007, among PAETEC HOLDING CORP., a Delaware corporation (the “Borrower”), the Lenders party hereto from time to time, Deutsche Bank Trust Company Americas, as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Syndication Agent, and CIT Lending Services Corporation, as Documentation Agent. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
EXECUTIVE CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND SEVERANCE AGREEMENTExecutive Confidentiality, Non-Solicitation, Non-Competition and Severance Agreement • May 7th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
THIS EXECUTIVE CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND SEVERANCE AGREEMENT (together with the annexes and exhibit attached hereto, this “Agreement”) is entered into as of the date set forth on the signature page hereto between PAETEC Holding Corp., a Delaware corporation (“PAETEC Holding”), and (“you”).
MCLEODUSA INCORPORATED STOCK OPTION AGREEMENTStock Option Agreement • March 31st, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
STOCK OPTION AGREEMENT (the “Agreement”) by and between McLeodUSA Incorporated (the “Company”) and [NAME] (the “Optionee”), dated as of [DATE] (the “Date of Grant”) under the McLeodUSA Incorporated 2006 Omnibus Equity Plan (the “Plan”).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • April 12th, 2011 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 15, 2010, among PAETEC Holding Corp., a Delaware corporation (the “Issuer”) and Cairo Acquisition Corp., a Delaware corporation (the “New Guarantor”) and a subsidiary of the Issuer, and The Bank of New York Mellon, as trustee under the indenture referred to below (the “Trustee”).
PAETEC CORP.Incentive Stock Option Agreement • January 26th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
PaeTec Corp., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of Class A Common Stock, par value $.01 per share, of the Company (the “Stock”) to the optionee named below. The terms and conditions of this option are set forth in this cover sheet, in the attached term sheet and in the PaeTec Corp. 2001 Stock Option and Incentive Plan (as amended from time to time, the “Plan”) Capitalized terms that are used, but not defined, in this cover sheet or the attached term sheet have the meanings ascribed to such terms in the Plan.
RELEASE AND SETTLEMENT AGREEMENTRelease and Settlement Agreement • February 6th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
This Release and Settlement Agreement (“Settlement Agreement”) is made by and between US LEC Corp., US LEC Communications Inc., US LEC of Alabama Inc., US LEC of Florida Inc., US LEC of Georgia Inc., US LEC of Maryland Inc., US LEC of North Carolina Inc., US LEC of South Carolina Inc., US LEC of Pennsylvania Inc., US LEC of Tennessee Inc., and US LEC of Virginia LLC (collectively, “US LEC”) and Qwest Communications Corporation (“Qwest”). US LEC and Qwest are referred to herein individually as a “Party,” or collectively as the “Parties.” The Parties enter into this Settlement Agreement on this 4th day of August, 2006.
FORM OF VOTING AGREEMENTVoting Agreement • September 17th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
This Voting Agreement (this “Agreement”) is entered into as of September 17, 2007, by and among PAETEC Holding Corp., a Delaware corporation (“Buyer”), McLeodUSA Incorporated, a Delaware corporation (“Seller”), and the stockholder of Buyer identified on the signature pages hereto (the “Buyer Stockholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 28, 2007, is made among PAETEC Holding Corp., a Delaware corporation (the “Company”), PAETEC Corp., a Delaware corporation and direct wholly-owned subsidiary of the Company (“Old PAETEC”), US LEC Corp., a Delaware corporation and direct wholly-owned subsidiary of the Company (“US LEC”), and each Person listed on the signature pages hereof under the heading “Stockholders” (collectively, the “Stockholders”).
ELEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 17th, 2011 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
ELEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 16, 2011, among PAETEC Holding Corp., a Delaware corporation (the “Company”), each of the entities listed on Annex A attached hereto as Subsidiary Guarantors (the “Subsidiary Guarantors”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee under the Indenture referred to below (the “Trustee”).
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • April 12th, 2011 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 15, 2010, among PAETEC Holding Corp., a Delaware corporation (the “Issuer”), Cairo Acquisition Corp., a subsidiary of the Issuer (the “New Guarantor”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee under the indenture referred to below (the “Trustee”).
PAETEC CORP. SENIOR OFFICER CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND SEVERANCE AGREEMENTSenior Officer Confidentiality, Non-Solicitation, Non-Competition and Severance Agreement • November 13th, 2006 • WC Acquisition Holdings Corp. • Delaware
This Senior Officer Confidentiality, Non-Solicitation, Non-Competition and Severance Agreement (this “Agreement”) is entered into as of the date set forth on the signature page hereto between PaeTec Corp., a Delaware corporation, including any and all subsidiaries and affiliates of PaeTec Corp., including but not limited to PaeTec Communications, Inc., as well as any successors or assigns of PaeTec Corp. and/or its subsidiaries and affiliates (collectively, the “Company”), and (“you”).
FIRST LIEN INTERCREDITOR AGREEMENT among PAETEC HOLDING CORP., the other Grantors party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent for the First Lien Secured Parties, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Authorized...First Lien Intercreditor Agreement • June 29th, 2009 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
FIRST LIEN INTERCREDITOR AGREEMENT, dated as of June 29, 2009 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among PAETEC HOLDING CORP., a Delaware corporation (the “Company”), the other Grantors (as defined below) from time to time party hereto, DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Collateral Agent”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Authorized Representative (as defined below) for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Administrative Agent”), THE BANK OF NEW YORK MELLON, not in its individual capacity, but solely as Authorized Representative for the Initial Additional First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Initia
REGISTRATION RIGHTS AGREEMENT by and among PAETEC Holding Corp. the subsidiaries of PAETEC Holding Corp. parties hereto and Banc of America Securities LLC Deutsche Bank Securities Inc. Credit Suisse Securities (USA) LLC Wells Fargo Securities, LLC...Registration Rights Agreement • January 12th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 12, 2010, by and among PAETEC Holding Corp., a Delaware corporation (the “Company”), the subsidiaries of the Company listed on the signature pages hereto (collectively, the “Note Guarantors”), Banc of America Securities LLC, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase, pursuant to the Purchase Agreement dated January 7, 2010 among the Company, the Note Guarantors and the Initial Purchasers (the “Purchase Agreement”), $300,000,000 aggregate principal amount of 8 7/8% Senior Secured Notes due 2017 (the “New Notes”) issued by the Company and guaranteed (the “New Guarantees”) by the Note Guarantors. The New Notes and the New Guarantees are herein collectively referred to as the “New Securities.”
PAETEC HOLDING CORP.Incentive Stock Option Agreement • May 8th, 2009 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
PAETEC Holding Corp., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of the common stock, par value $.01 per share, of the Company (the “Stock”) to the Grantee named below. The terms and conditions of the option are set forth in this cover sheet, in the attached term sheet (together with this cover sheet, the “Agreement”), and in the Company’s 2007 Omnibus Incentive Plan (the “Plan”).
INDEMNITY AGREEMENT BETWEEN MCLEODUSA INCORPORATED AND DATED AS OFIndemnity Agreement • March 31st, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
This Indemnity Agreement (this “Agreement”) is entered into as of [ ] between McLeodUSA, Inc., a Delaware corporation (the “Corporation”), and [ ] (“Director”), a director of the Corporation.
AMENDED AND RESTATED SECURITY AGREEMENT among PAETEC HOLDING CORP., CERTAIN SUBSIDIARIES OF PAETEC HOLDING CORP. and DEUTSCHE BANK TRUST COMPANY AMERICAS, as COLLATERAL AGENT Dated as of February 28, 2007 and amended and restated as of June 29, 2009Security Agreement • June 29th, 2009 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED SECURITY AGREEMENT, dated as of February 28, 2007 and amended and restated as of June 29, 2009, made by each of the undersigned assignors (each, an “Assignor” and, together with any other entity that becomes an assignor hereunder pursuant to Section 10.12 hereof, the “Assignors”) in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (together with any successor collateral agent, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below), and acknowledged and agreed to by each Authorized Representative. Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • March 12th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 5, 2010, among PAETEC Holding Corp., a Delaware corporation (the “Issuer”) and PAETEC Realty LLC, a New York limited liability company (the “New Guarantor”) and a subsidiary of the Issuer, and The Bank of New York Mellon, as trustee under the indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 10th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of June 27, 2007, among PAETEC HOLDING CORP., a Delaware corporation (the “Borrower”), the lenders from time to time party to the Credit Agreement referred to below (the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG PAETEC HOLDING CORP., PS ACQUISITION CORP. AND MCLEODUSA INCORPORATED DATED AS OF SEPTEMBER 17, 2007Merger Agreement • September 17th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 17, 2007, by and among PAETEC HOLDING CORP., a Delaware corporation (“Buyer”), PS ACQUISITION CORP., a Delaware corporation and a direct wholly-owned subsidiary of Buyer (“Merger Sub”), and MCLEODUSA INCORPORATED, a Delaware corporation (“Seller”). Certain terms used in this Agreement are defined in Section 8.3.
Senior Grant Team ISO Agreement – Senior ManagementIncentive Stock Option Agreement • January 26th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
PaeTec Corp., a Delaware corporation, hereby grants an option to purchase shares of its Class A Common Stock, $.01 par value (the “Stock”), to the optionee named below. The terms and conditions of this option are set forth in this cover sheet, in the Agreement attached to this cover sheet, and in the PaeTec Corp. 2001 Stock Option and Incentive Plan, as it may be amended from time to time (the “Plan”).
PAETEC HOLDING CORP.Restricted Stock Unit Agreement • July 6th, 2011 • PAETEC Holding Corp. • Telephone communications (no radiotelephone)
PAETEC Holding Corp., a Delaware corporation (the “Company”), hereby grants stock units for shares of the common stock, par value $.01 per share, of the Company (the “Stock”) to the Grantee named below, subject to the vesting conditions set forth in the attached term sheet. Additional terms and conditions of the Award are set forth in this cover sheet, in the attached term sheet (together with this cover sheet and any schedules attached hereto, the “Agreement”) and in the PAETEC Holding Corp. 2011 Omnibus Incentive Plan (the “Plan”).
PAETEC HOLDING CORP.Non-Qualified Stock Option Agreement • April 2nd, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
PAETEC Holding Corp., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of the common stock, par value $.01 per share, of the Company (the “Stock”) to the Grantee named below. The terms and conditions of the option are set forth in this cover sheet, in the attached term sheet (together with this cover sheet, the “Agreement”), and in the Company’s 2007 Omnibus Incentive Plan (the “Plan”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG PAETEC HOLDING CORP., CAIRO ACQUISITION CORP., CAVALIER TELEPHONE CORPORATION AND M/C VENTURE PARTNERS V, L.P., as Stockholder Representative Dated as of September 12, 2010Merger Agreement • September 13th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 12, 2010 (the “Agreement”), by and among PAETEC Holding Corp., a Delaware corporation (“Purchaser”), CAIRO ACQUISITION CORP., a Delaware corporation and indirect, wholly-owned subsidiary of Purchaser (“Merger Sub”), CAVALIER TELEPHONE CORPORATION, a Delaware corporation (the “Company”) and M/C VENTURE PARTNERS V, L.P., a Delaware limited partnership as the representative of the Company’s stockholders (the “Stockholder Representative”).
EIGHTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 6th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 6, 2010, among PAETEC Holding Corp., a Delaware corporation (the “Issuer”), each of the entities listed as a “New Guarantor” on the signature pages hereto (collectively, the “New Guarantors”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee under the indenture referred to below (the “Trustee”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of February 8, 2008, made among PAETEC Holding Corp., a Delaware corporation (the “Company”), and each stockholder of the Company listed on the signature pages hereof under the heading “Stockholders.”
THIRD AMENDMENT TO THE CREDIT AGREEMENTCredit Agreement • January 12th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
THIRD AMENDMENT, dated as of January 12, 2010 (this “Third Amendment”), to the Credit Agreement, dated as of February 28, 2007, as amended as of June 27, 2007 and May 29, 2009 (as so amended and as further amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”), among PAETEC Holding Corp., a Delaware corporation (the “Borrower”), the lenders party thereto from time to time (the “Lenders”) and Deutsche Bank Trust Company Americas (“DBTCA”), as administrative agent (in such capacity, the “Administrative Agent”).
THIRD SUPPLEMENTAL INDENTURESupplemental Indenture • May 7th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 23, 2010, among PAETEC Holding Corp., a Delaware corporation (the “Issuer”) and U.S. Energy Partners LLC, a New York limited liability company (the “New Guarantor”) and a subsidiary of the Issuer, and The Bank of New York Mellon, as trustee under the indenture referred to below (the “Trustee”).
ContractSupplemental Indenture • September 25th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 25, 2007, among PAETEC Holding Corp., a Delaware corporation (the “Company”), PaeTec Communications, Inc., a Delaware corporation, PaeTec Communications of Virginia, Inc., a Virginia corporation, US LEC Communications Inc., a North Carolina corporation, US LEC of Georgia Inc., a Delaware corporation, US LEC of Pennsylvania Inc., a North Carolina corporation, and US LEC of Virginia L.L.C., a Delaware limited liability company, each a subsidiary of the Company (collectively, the “New Guarantors”), and The Bank of New York, as trustee under the indenture referred to below (the “Trustee”);
INTRASTATE WIRELESS-ORIGINATED 8YY SERVICES SETTLEMENT AGREEMENTIntrastate Wireless-Originated 8yy Services Settlement Agreement • November 13th, 2006 • WC Acquisition Holdings Corp. • Delaware
This AGREEMENT (“Agreement”) is made this 4th of August, 2006, by and between Qwest Communications Corporation, a Delaware corporation, on behalf of itself and all parent, subsidiary and affiliated corporations (“Qwest”), and US LEC Corp., a North Carolina Corporation and all of its affiliates, as of the date hereof, or subsidiaries, including, but not limited to US LEC of Alabama Inc., US LEC of Florida Inc., US LEC of Georgia Inc., US LEC of North Carolina Inc., US LEC of Tennessee Inc., US LEC of Virginia L.L.C., US LEC of Maryland Inc., US LEC of Pennsylvania Inc., US LEC of South Carolina Inc., and US LEC Communications Inc. (collectively “US LEC”) (Qwest and US LEC together, the “Parties”).
ContractThird Supplemental Indenture • March 12th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 18, 2009, among PAETEC Holding Corp., a Delaware corporation (the “Company”), and Allworx Corp., a Delaware corporation, MPX, Inc., a Delaware corporation, and Technology Resource Solutions, Inc., a New York corporation, each a subsidiary of the Company (collectively, the “New Guarantors”), and The Bank of New York Mellon, as trustee under the indenture referred to below (the “Trustee”);
AMENDMENT NO. 1 TO BOARD MEMBERSHIP AGREEMENTBoard Membership Agreement • March 31st, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
THIS AMENDMENT NO. 1 TO BOARD MEMBERSHIP AGREEMENT, dated as of March 10, 2008 (this “Amendment”), is by and among PAETEC Holding Corp. (the “Company”), each person listed in the signature pages hereof under the heading “Fidelity Stockholders” (collectively, the “Fidelity Stockholders”) and each person listed on the signature pages hereof under the heading “Wayzata Stockholders” (collectively, the “Wayzata Stockholders”).
