ARTICLE I DEFINITIONSOption Agreement • May 12th, 2000 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
BACKGROUND:Shareholders Agreement • April 6th, 1998 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
US LEC CORP.Us Lec Corp • April 7th, 1998 • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 22nd, 2006 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
BACKGROUNDContribution Agreement • April 6th, 1998 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
REGISTRATION RIGHTS AGREEMENT This Agreement is entered into as of April 11, 2000 by US LEC Corp., a Delaware corporation (the "Company"), and the Persons whose names are set forth on the attached Schedule I (collectively, the "Investors"). A. The...Registration Rights Agreement • May 12th, 2000 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
Super STAR Associates, L.P. 6523 Ashdale Place Charlotte, NC 28215 CONSULTING AGREEMENT This Agreement is made by and between Super STAR Associates, L.P., with an address of 6523 Ashdale Place, Charlotte, North Carolina 28215 ("Consultant") and US LEC...Consulting Agreement • April 6th, 1998 • Us Lec Corp • Telephone communications (no radiotelephone) • North Carolina
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • May 12th, 2000 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
RTA ASSOCIATES, LLC 2000 WINTON ROAD SOUTH, BLDG. 4 ROCHESTER, NY 14618 CONSULTING AGREEMENT This Agreement is made by and between RTA Associates, LLC, with an address of 2000 Winton Road South, Rochester, New York 14618 ("Consultant") and US LEC LLC...Consulting Agreement • April 6th, 1998 • Us Lec Corp • Telephone communications (no radiotelephone) • New York
ARTICLE I DefinitionsSecurity Agreement • April 6th, 1998 • Us Lec Corp • Telephone communications (no radiotelephone) • North Carolina
BACKGROUND:Stockholders Agreement • April 3rd, 2001 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 3rd, 2001 • Us Lec Corp • Telephone communications (no radiotelephone) • New York
RESTATED BY-LAWS OF US LEC CORP.Us Lec Corp • April 3rd, 2001 • Telephone communications (no radiotelephone)
FIRST AMENDMENTFirst Amendment • March 31st, 2003 • Us Lec Corp • Telephone communications (no radiotelephone) • New York
EXHIBIT 4.4Warrant • August 17th, 1998 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
STATE OF NORTH CAROLINA ) SEPARATION AGREEMENT ) AND RELEASE COUNTY OF MECKLENBURG ) THIS AGREEMENT is made this 17th day of October, 2002, by and between US LEC Corp., a Delaware corporation ("Company"), with its principal office in Charlotte, North...Agreement • March 31st, 2003 • Us Lec Corp • Telephone communications (no radiotelephone) • North Carolina
GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (the "Guaranty Agreement" or the "Guaranty"), dated as of January 16, 1998, is made by each of the undersigned (each a "Guarantor" and collectively the "Guarantors") to each of...Guaranty and Suretyship Agreement • April 6th, 1998 • Us Lec Corp • Telephone communications (no radiotelephone) • North Carolina
REGISTRATION RIGHTS AGREEMENT Dated as of September 30, 2004 Among US LEC CORP. and THE GUARANTORS NAMED HEREIN as Issuers, and DEUTSCHE BANK SECURITIES INC., and LIBERTAS PARTNERS, LLC as Initial Purchasers Second Priority Senior Secured Floating...Registration Rights Agreement • October 6th, 2004 • Us Lec Corp • Telephone communications (no radiotelephone) • New York
This Agreement is entered into in connection with the Purchase Agreement by and among the Company, the Guarantors and the Initial Purchasers, dated as of September 23, 2004 (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of $150,000,000 aggregate principal amount of the Company’s Second Priority Senior Secured Floating Rate Notes due 2009 (the “Notes”) guaranteed by the Guarantors (the “Guarantees”). The Notes and the Guarantees are collectively referenced to herein as the “Securities”. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Securities. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Securities under the Purchase Agreement.
Exhibit 10.7 EMPLOYMENT AGREEMENT AGREEMENT made by and between US LEC Corp., 6801 Morrison Boulevard, Morrocroft III, Charlotte, North Carolina 28211 ("US LEC") and Francis J. Jules, Glencoe, Illinois, ("Employee"). 1. Employment and Duties. US LEC...Employment Agreement • March 29th, 2002 • Us Lec Corp • Telephone communications (no radiotelephone) • North Carolina
CORPORATE GOVERNANCE AGREEMENT This Agreement is entered into as of April 11, 2000 by US LEC Corp., a Delaware corporation (the "Company"), and the Persons whose names are set forth on Schedule 1 attached hereto (collectively, the "Investors"). A. The...Corporate Governance Agreement • May 12th, 2000 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
among US LEC CORP., as Guarantor and Borrower Representative,Loan and Security Agreement • January 7th, 1999 • Us Lec Corp • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.3 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 7th, 2006 • Us Lec Corp • Telephone communications (no radiotelephone) • North Carolina
AMENDMENT TO VOTING AND TAG ALONG AGREEMENTVoting and Tag Along Agreement • March 29th, 2002 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
RECITALSPlan of Recapitalization • March 29th, 2002 • Us Lec Corp • Telephone communications (no radiotelephone) • North Carolina
EXHIBIT 10.1 =============================================================================== AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of June 30, 1999Loan and Security Agreement • August 16th, 1999 • Us Lec Corp • Telephone communications (no radiotelephone) • New York
NON-TRANSFERABLE WARRANT This Warrant is issued as of August 4, 1997, by US LEC L.L.C., a Delaware limited liability company (the "Company"), to Craig Simpson, a resident of Charlotte, North Carolina (the "Holder"). 1. Issuance of Warrant. For and in...Non-Transferable Warrant • February 13th, 1998 • Us Lec Corp • North Carolina
US LEC Corp. Letterhead]Letter Agreement • August 14th, 2006 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
Once executed by both parties, this letter agreement (this “Letter Agreement”) will constitute an agreement between US LEC Corp. (the “Company”) and you with respect to certain payments and benefits that may become payable to you in connection with a Change in Control (as defined in Section 1). For purposes of this Letter Agreement, the “Effective Date” shall be the date first set forth above.
JOINDER AGREEMENTJoinder Agreement • August 21st, 2006 • Us Lec Corp • Telephone communications (no radiotelephone) • New York
This letter supplements the Security Agreement and is delivered by the undersigned, US LEC of New York Inc., a North Carolina corporation (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the execution date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Indenture to the same extent that it would have been bound if it had been a signatory to the Indenture on the execution date of the Indenture. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Trustee, as collateral security for the full, prompt and complete payment and performance when due (whe
SECURITY AGREEMENT by US LEC CORP., and THE GUARANTORS PARTY HERETO and US BANK NATIONAL ASSOCIATION, as TrusteeSecurity Agreement • October 6th, 2004 • Us Lec Corp • Telephone communications (no radiotelephone)
SECURITY AGREEMENT, dated as of September 30, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the “Agreement”), made by US LEC CORP., a Delaware corporation (the “Company”) and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Company, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of U.S. BANK NATIONAL ASSOCIATION, a national banking organization, in its capacity as trustee (the “Trustee”) pursuant to the Indenture, dated as of the date hereof by and among the Company, the guarantors party thereto and the Trustee, acting for and on behalf of the holders (the “Noteholder
PREFERRED STOCK REPURCHASE AGREEMENTPreferred Stock Repurchase Agreement • August 14th, 2006 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
This Preferred Stock Repurchase Agreement (this “Agreement”) is entered into as of August 11, 2006, by and among US LEC Corp., a Delaware corporation (the “Company”), the persons identified on the signature pages hereto as the “Bain Seller” and the “THL Sellers”, solely to the extent provided in paragraph 21, PAETEC Corp., a Delaware corporation (“PAETEC”), and, solely to the extent provided in paragraph 21, each of Richard T. Aab (“Mr. Aab”), Melrich Associates, L.P., a New York limited partnership (“Melrich”), and Tansukh V. Ganatra (together with Mr. Aab and Melrich, the “Former Class B Stockholders”). The Bain Seller and the THL Sellers are collectively referred to in this Agreement as the “Sellers”.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 7th, 2006 • Us Lec Corp • Telephone communications (no radiotelephone) • North Carolina
THIS PLEDGE AND SECURITY AGREEMENT (“Pledge Agreement”), dated October 25, 2005, is by US LEC Corp., a Delaware corporation (“Pledgor”), with its chief executive office at 6801 Morrison Boulevard, Charlotte, NC 28211, to and in favor of Wachovia Bank, National Association, a National Banking Association (“Pledgee”), having an office at 301 South College Street, Charlotte, NC 28288-0479.
AGREEMENTAgreement • May 15th, 2006 • Us Lec Corp • Telephone communications (no radiotelephone) • North Carolina
This Settlement Agreement (the “Agreement”) is entered into as of this 17th day of February, 2006, between MCI, LLC (formerly known as MCI, Inc.) and all of its subsidiaries (collectively herein “MCI”), including but not limited to MCI Network Services, Inc. (formerly known as MCI WORLDCOM Network Services, Inc.) and MCI Communications Services, Inc. (formerly known as MCI WORLDCOM Communications, Inc.) and US LEC Corp., and all of its affiliates (including subsidiaries), including but not limited to 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”). (MCI and US LEC are referred to together as the “Parties” and individually as a “Party.”)
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 22nd, 2007 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of this 6th day of February, 2007, by and among US LEC Corp, a Delaware corporation (“US LEC”), PAETEC Corp., a Delaware corporation (“PAETEC”), WC Acquisition Holdings Corp., a Delaware corporation and a wholly-owned direct subsidiary of PAETEC (the “Company”), WC Acquisition Sub U Corp., a Delaware corporation and a wholly-owned direct subsidiary of the Company (“Merger Sub U”), and WC Acquisition Sub P Corp., a Delaware corporation and a wholly-owned direct subsidiary of the Company (“Merger Sub P”).
EXHIBIT 10.5 TRADEMARK SECURITY AGREEMENT THIS TRADEMARK SECURITY AGREEMENT ("Agreement"), dated October 25, 2005, is by US LEC CORP., a Delaware corporation ("Debtor"), with its principal office at 6801 Morrison Boulevard, Charlotte, North Carolina...Trademark Security Agreement • March 7th, 2006 • Us Lec Corp • Telephone communications (no radiotelephone) • North Carolina
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement and General Release • May 15th, 2006 • Us Lec Corp • Telephone communications (no radiotelephone) • Ohio
This Settlement Agreement and General Release (the “Agreement”) is entered into as of this 16th day of February, 2006 (the “Effective Date”), between Sprint Communications Company L.P., a Delaware limited partnership, having offices at 6500 Sprint Parkway, Overland Park, Kansas 66251, on behalf of itself and all parent, subsidiary and affiliated corporations (“Sprint”), excluding the business of the Sprint local telecommunications division operations as generally described in the Form 10 filed January 23, 2006, with the United States Securities and Exchange Commission by LTD Holding Company, which includes, but is not limited to the companies listed in the attached Exhibit “A,” each a corporation with its principal place of business located at 5454 W. 110th Street, Overland Park, Kansas 66211 and operating as an ILEC (as defined in 47 CFR § 6l.26(a)(2)) (“LTD Local”) and US LEC Corp., and all of its affiliates or subsidiaries, including, but not limited to US LEC of Alabama Inc., US LE
