0001193125-07-152666 Sample Contracts

PAETEC HOLDING CORP., Company THE SUBSIDIARY GUARANTORS PARTIES HERETO and THE BANK OF NEW YORK, Trustee
PAETEC Holding Corp. • July 10th, 2007 • Telephone communications (no radiotelephone) • New York

INDENTURE, dated as of July 10, 2007, among PAETEC Holding Corp., a Delaware corporation (the “Company”), the Subsidiary Guarantors (as defined herein) parties hereto and The Bank of New York, as trustee (the “Trustee”).

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit 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.

REGISTRATION RIGHTS AGREEMENT by and among PAETEC Holding Corp. the subsidiaries of PAETEC Holding Corp. parties hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated Deutsche Bank Securities Inc. Wachovia Capital Markets, LLC Dated as of July...
Registration Rights Agreement • July 10th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 10, 2007, 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”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., and Wachovia Capital Markets, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase, pursuant to the Purchase Agreement dated June 27, 2007 among the Company, the Note Guarantors and the Initial Purchasers (the “Purchase Agreement”), $300,000,000 aggregate principal amount of 9.5% Senior Notes due 2015 (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.”

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