0001193125-08-024284 Sample Contracts

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 8th, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of February 8, 2008, made among PAETEC Holding Corp., a Delaware corporation (the “Company”), and each stockholder of the Company listed on the signature pages hereof under the heading “Stockholders.”

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Second Supplemental Indenture • February 8th, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 8, 2008, among PAETEC Holding Corp., a Delaware corporation (the “Company”), McLeodUSA Incorporated, a Delaware corporation, McLeodUSA Holdings, Inc., a Delaware corporation, McLeodUSA Information Services, Inc., a Delaware corporation, McLeodUSA Network Services, Inc., an Iowa corporation, McLeodUSA Purchasing, L.L.C., an Iowa limited liability company, and McLeodUSA Telecommunications Services, Inc., an Iowa corporation, each a subsidiary of the Company (collectively, the “New Guarantors”), and The Bank of New York, as trustee under the indenture referred to below (the “Trustee”);

BOARD MEMBERSHIP AGREEMENT
Board Membership Agreement • February 8th, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware

BOARD MEMBERSHIP AGREEMENT, dated as of February 8, 2008 (this “Agreement”), among PAETEC Holding Corp., a Delaware corporation (“Parent”), each Person listed on the signature pages hereof under the heading “Fidelity Stockholders” (collectively and as more fully defined below, the “Fidelity Stockholders”), and each Person listed on the signature pages hereof under the heading “Wayzata Stockholders” (collectively and as more fully defined below, the “Wayzata Stockholders”);

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 8th, 2008 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2008, is made among PAETEC Holding Corp., a Delaware corporation (the “Company”), and each Person listed on the signature pages hereof under the heading “Stockholders.”

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