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. Dated as of June 29, 2009Registration Rights Agreement • June 29th, 2009 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2009, 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 and Deutsche Bank Securities Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase, pursuant to the Purchase Agreement dated June 17, 2009 among the Company, the Note Guarantors and the Initial Purchasers (the “Purchase Agreement”), $350,000,000 aggregate principal amount of 8 7/8% Senior Secured Notes due 2017 (the “Initial Notes”) issued by the Company and guaranteed (the “Initial Guarantees”) by the Note Guarantors. The Initial Notes and the Initial Guarantees are herein collectively referred to as the “Initial Securities.”
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.
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • June 29th, 2009 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
AMENDED AND RESTATED PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of February 28, 2007 and amended and restated as of June 29, 2009, among each of the undersigned pledgors (each, a “Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 30 hereof, the “Pledgors”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (together with any successor collateral agent, the “Pledgee”), for the benefit of the Secured Creditors (as defined below), and acknowledged and agreed to by each Authorized Representative. 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.
PAETEC HOLDING CORP., Company, THE SUBSIDIARY GUARANTORS PARTIES HERETO and THE BANK OF NEW YORK MELLON, Trustee Indenture Dated as of June 29, 2009Security Agreement • 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”).
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...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
