PAETEC CORP. SENIOR OFFICER CONFIDENTIALITY, NON-SOLICITATION, NON- COMPETITION AND SEVERANCE AGREEMENTSenior Officer Confidentiality, Non-Solicitation, Non-Competition and Severance Agreement • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • 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”).
SIXTH AMENDMENT TO LEASELease Agreement • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone)
SIXTH AMENDMENT TO LEASE dated the 1st day of February, 2002 by and between BTC BLOCK 20 PARTNERSHIP, L.P., a New York Limited Partnership, as successor in interest to WILLOWBROOK II, LLC, University Corporate Centre, 100 Corporate Parkway, Suite 500, Amherst, New York 14226, (“Landlord”) and PAETEC CORP., with offices located at 600 WillowBrook Office Park, Fairport, New York 14450, (“Tenant”).
PAETEC CORP.Incentive Stock Option Agreement • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • Delaware
PaeTec Corp., a Delaware corporation (the “Company”), 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 the option are set forth in this cover sheet, in the attachment and in the Company’s 2001 Stock Option and Incentive Plan (the “Plan”).
FIRST AMENDMENT to INTERCONNECTION AGREEMENTInterconnection Agreement • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone)
This First Amendment (“Amendment”) is entered into by and between New York Telephone Company, d/b/a Bell Atlantic - New York (“BA”), a New York corporation with offices at 1095 Avenue of the Americas, Room 1423, New York, New York 10036, and PaeTec Communications, Inc. (“PaeTec”), a Delaware corporation with offices at 290 Woodcliff Drive, Fairport, New York 14450 (each a “Party” and, collectively, the “Parties”), effective the 9th day of July 1999.
INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996 Dated as of November 24, 1998 by and between NEW YORK TELEPHONE COMPANY, d/b/a BELL ATLANTIC - NEW YORK and PAETEC COMMUNICATIONS, INC.Interconnection Agreement • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • New York
This Interconnection Agreement under Sections 251 and 252 of the Telecommunications Act of 1996 is effective the 11th day of November, 1997 (the “Effective Date”), by and between ACC National Telecom Corp. (“ANTC”) 400 West Avenue, Rochester, NY 14611 and New York Telephone Company d/b/a, Bell Atlantic — New York (“NYNEX” or “NYT”), a New York corporation with offices at 1095 Avenue of the Americas, New York, NY 10036.
AMENDMENT NO. 2 to the INTERCONNECTION AGREEMENT between BELL ATLANTIC – NEW YORK and PAETEC COMMUNICATIONS, INC.Interconnection Agreement • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone)
This Amendment No. 2 is made and effective this 28th day of October, 1999, by and between New York Telephone Co., d/b/a Bell Atlantic – New York (“BA”), a New York corporation with offices at 1095 Avenue of the Americas, New York, New York 10036, and PaeTec Communications, Inc. (“PaeTec”), a Delaware corporation with offices at 290 Woodcliff Drive, Fairport, New York 14450. BA and PaeTec may be referred to individually as a “Party” and collectively as the “Parties”.
February 22, 2001Lease Agreement • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone)
The purpose of this letter is to amend the Lease Agreement dated July 7, 1999, as amended by letters dated February 11, 2000, March 7, 2000, December 22, 2000, and January 22, 2001, (the “Lease”) between WillowBrook II L.L.C. (“Landlord”) and Paetec Corp. (“Tenant”) for space at 600 WillowBrook Office Park, Fairport, New York. I have attached a copy of the facing page of the Lease to this letter.
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of March 31, 2004 Among PAETEC COMMUNICATIONS, INC., PAETEC COMMUNICATIONS OF VIRGINIA, INC., PAETEC CAPITAL CORP., PAETEC SOFTWARE CORP. (f/k/a Pinnacle Software Corporation), and PAETEC...Loan and Security Agreement • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • New York
THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Agreement”) dated as of March 31, 2004 among PAETEC COMMUNICATIONS, INC., a Delaware corporation (“PaeTec”), PAETEC COMMUNICATIONS OF VIRGINIA, INC., a Virginia corporation (“PaeTec Virginia”), PAETEC CAPITAL CORP., a Delaware corporation (“PaeTec Capital”), PAETEC SOFTWARE CORP. (f/k/a Pinnacle Software Corporation), a New York corporation (“Software”), PAETEC INTEGRATED SOLUTIONS, INC., (formerly known as Data Voice Networks, Inc.), a Delaware corporation (“Integrated”; PaeTec, PaeTec Virginia, PaeTec Capital, Software, and Integrated being hereinafter collectively referred to hereinafter as the “Borrowers”), the financial institutions from time to time parties thereto (the “Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE as contractual representative for the Lenders (in such capacity, the “Administrative Agent”), CIT LENDING SERVICES CORPORATION, as collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and
January 22, 2001Lease Amendment • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone)
The purpose of this letter is to amend the Lease Agreement dated July 7, 1999, as amended by letters dated February 11, 2000, March 7, 2000, and December 22, 2000, (the “Lease”) between WillowBrook II L.L.C. (“Landlord”) and Paetec Corp. (“Tenant”) for space at 600 WillowBrook Office Park, Fairport, New York. I have attached a copy of the facing page of the Lease to this letter.
December 22, 2000Lease Agreement • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone)
The purpose of this letter is to amend the Lease Agreement dated July 7, 1999, as amended by letters dated February 11, 2000, and March 7, 2000, (the “Lease”) between WillowBrook II L.L.C. (“Landlord”) and PaeTec Corp. (“Tenant”) for space at 600 WillowBrook Office Park, Fairport, New York. I have attached a copy of the facing page of the Lease to this letter.
SECOND AMENDED AND RESTATED GUARANTYGuaranty • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone)
This SECOND AMENDED AND RESTATED GUARANTY (“Guaranty”) is made as of March 31, 2004, by PaeTec Corp., a Delaware corporation (the “Guarantor”), in favor of CIT Lending Services Corporation, as “Collateral Agent” for the ratable benefit of the “Lenders” (each as defined below) (in such capacity, the “Collateral Agent”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the “Loan Agreement” (as defined below).
AMENDMENT NO. 3 to the INTERCONNECTION AGREEMENT between VERIZON NEW YORK INC. and PAETEC COMMUNICATIONS, INC.Interconnection Agreement • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone)
This Amendment No. 3 (this “Amendment”) is made this 15th day of August 2001 (the “Effective Date”) by and between Verizon New York Inc., a New York corporation (“VERIZON”), and PaeTec Communications, Inc., a Delaware corporation (“PaeTec”). (VERIZON and PaeTec may be hereinafter referred to, each individually, as a “Party” and, collectively, as the “Parties”).
