VOTING AGREEMENTVoting Agreement • June 7th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made as of this 22nd day of April, 2005, by and among PaeTec Corp., a Delaware corporation (the “Corporation”); Arunas A. Chesonis (“Mr. Chesonis”); Madison Dearborn Capital Partners III L.P., a Delaware limited partnership, Madison Dearborn Special Equity III, L.P., a Delaware limited partnership, and Special Advisors Fund I LLC, a Delaware limited liability company (collectively, the “MDCP Group Stockholders”); and Blackstone CCC Capital Partners, L.P., a Delaware limited partnership, Blackstone CCC Offshore Capital Partners, L.P., a Cayman Islands limited partnership, and Blackstone Family Investment Partnership III, L.P., a Delaware limited partnership (collectively, the “Blackstone Group Stockholders”). The MDCP Group Stockholders and the Blackstone Group Stockholders are hereinafter sometimes collectively referred to as the “Investor Stockholders” and individually as an “Investor Stockholder.” Mr. Chesonis and the Investor Stockholders
AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • June 7th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • New York
THIS AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT (this “Amendment”), is made as of this 22nd day of April 2005, by and among PaeTec Corp., a Delaware corporation (the “Company”); Madison Dearborn Capital Partners III L.P., a Delaware limited partnership, Madison Dearborn Special Equity III, a Delaware limited partnership, and Special Advisors Fund I LLC, a Delaware limited liability company (collectively, “MDCP”); Blackstone CCC Capital Partners, L.P., a Delaware limited partnership, Blackstone CCC Offshore Capital Partners, L.P., a Cayman Islands limited partnership, and Blackstone Family Investment Partnership III, L.P., a Delaware limited partnership (collectively, “Blackstone”); and Ares Leveraged Investment Fund L.P., a Delaware limited partnership, Ares Leveraged Investment Fund L.P. II, a Delaware limited partnership, CIT Lending Services Corporation (f/k/a Newcourt Commercial Finance Corporation), a Delaware corporation, Caravelle Investment Fund, L.L.C., a Delaware limited li
FOUNDING STOCKHOLDERS’ AGREEMENTFounding Stockholders' Agreement • June 7th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • New York
THIS FOUNDING STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of April 22, 2005, is made by and among PaeTec Corp., a Delaware corporation (the “Company”), PaeTec Communications, Inc., a Delaware corporation and wholly owned subsidiary of the Company (the “Subsidiary”), Arunas A. Chesonis, Algimantas K. Chesonis, Joseph D. Ambersley, Timothy J. Bancroft, John Baron, Bradford M. Bono, Edward J. Butler, Jr., Richard E. Ottalagana, Richard J. Padulo and Daniel J. Venuti. The foregoing individuals are sometimes referred to in this Agreement collectively as the “Stockholders” and individually as a “Stockholder.”
SERIES A STOCKHOLDER AGREEMENTSeries a Stockholder Agreement • June 7th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • New York
THIS SERIES A STOCKHOLDER AGREEMENT (this “Agreement”), is dated as of this 22nd day of April, 2005, by and among PaeTec Corp., a Delaware corporation (the “Company”); Madison Dearborn Capital Partners III L.P., a Delaware limited partnership, Madison Dearborn Special Equity III, L.P., a Delaware limited partnership, and Special Advisors Fund I LLC, a Delaware limited liability company (collectively, the “MDCP Group Stockholders”); Blackstone CCC Capital Partners L.P., a Delaware limited partnership, Blackstone CCC Offshore Capital Partners L.P., a Cayman Islands limited partnership, and Blackstone Family Investment Partnership III L.P., a Delaware limited partnership (collectively, the “Blackstone Group Stockholders”); and Ares Leveraged Investment Fund L.P., a Delaware limited partnership, Ares Leveraged Investment Fund L.P. II, a Delaware limited partnership, CIT Lending Services Corporation (f/k/a Newcourt Commercial Finance Corporation), a Delaware corporation (“CIT”), Caravelle I
PERSONAL AND CONFIDENTIAL April 22, 2005 PaeTec Corp. One PAETEC PlazaFinancial Advisory Agreement • June 7th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • New York
CAMPUSLINK STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 7th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • New York
PERSONAL AND CONFIDENTIAL April 22, 2005 PaeTec Corp. One PAETEC PlazaFinancial Advisory Agreement • June 7th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1 Dated as of April 22, 2005 to THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT and to SECOND AMENDED AND RESTATED GUARANTY Each Dated as of March 31, 2004Loan and Security Agreement • June 7th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • New York
THIS AMENDMENT NO. 1 (this “Amendment”) dated as of April 22, 2005 to (i) Third Amended and Restated Loan and Security Agreement dated as of March 31, 2004 (the “Loan Agreement”) and (ii) Second Amended and Restated Guaranty dated as of March 31, 2004 (the “Guaranty”), is entered into by and 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., a New York corporation (“PaeTec Software”), PaeTec Integrated Solutions Group, Inc., a Delaware corporation (“PaeTec Solutions”; PaeTec, PaeTec Virginia, PaeTec Capital, PaeTec Software and PaeTec Solutions being collectively referred to hereinafter as the “Borrowers”), the financial institutions from time to time parties thereto as lenders (the “Lenders”), General Electric Capital Corporation as contractual representative for the Lenders, (in such capacity, t
EQUITY PURCHASE AGREEMENT BY AND AMONG PAETEC CORP., MADISON DEARBORN CAPITAL PARTNERS III, L.P., MADISON DEARBORN SPECIAL EQUITY III, L.P., SPECIAL ADVISORS FUND I, LLC, BLACKSTONE CCC CAPITAL PARTNERS L.P. BLACKSTONE CCC OFFSHORE CAPITAL PARTNERS...Equity Purchase Agreement • June 7th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • New York
THIS EQUITY PURCHASE AGREEMENT is made as of February 4, 2000, by and among PaeTec Corp., a Delaware corporation (the “Company”), Madison Dearborn Capital Partners III, L.P., a Delaware limited partnership, Madison Dearborn Special Equity III, L.P., a Delaware limited partnership, and Special Advisors Fund I, LLC, a Delaware limited liability company (collectively, “MDCP”), Blackstone CCC Capital Partners L.P., a Delaware limited partnership, Blackstone CCC Offshore Capital Partners L.P., a Cayman Islands limited partnership, and Blackstone Family Investment Partnership III L.P., a Delaware limited partnership (collectively, “Blackstone”), and the other Persons listed on the Schedule of Purchasers attached hereto (MDCP, Blackstone, and such other Persons collectively referred to herein as the “Purchasers” and individually as a “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 9. The Purchasers and the Company are sometimes collecti
INITIAL INVESTORS’ STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 7th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • New York
THIS INITIAL INVESTORS’ STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 22, 2005, is made by and among PaeTec Corp., a Delaware corporation (the “Company”), CIT Lending Services Corporation (f/k/a Newcourt Commercial Finance Corporation f/k/a AT&T Commercial Financial Corporation), a Delaware corporation (“CIT”), Christopher Edgecomb, Trustee of the Christopher E. Edgecomb Living Trust dated April 25, 1998 (the “Edgecomb Trust” and, together with Christopher E. Edgecomb in his individual capacity and as Trustee of the Edgecomb Trust, “Mr. Edgecomb”), and Jeffrey P. Sudikoff (“Mr. Sudikoff”) and Joyce M. Sudikoff, Co-Trustees of the New Moon Trust U/D/T dated June 1, 1995 (the “New Moon Trust” and, together with Mr. Sudikoff and Joyce M. Sudikoff in their respective individual capacities and as Co-Trustees of the New Moon Trust, the “Sudikoffs”). CIT, Mr. Edgecomb and the Sudikoffs are sometimes referred to in this Agreement collectively as the “Stockholders” and individu
