0001193125-10-113085 Sample Contracts

EXECUTIVE CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND SEVERANCE AGREEMENT
Non-Competition and Severance Agreement • May 7th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York

THIS EXECUTIVE CONFIDENTIALITY, NON-SOLICITATION, NON-COMPETITION AND SEVERANCE AGREEMENT (together with the annexes and exhibit attached hereto, this “Agreement”) is entered into as of the date set forth on the signature page hereto between PAETEC Holding Corp., a Delaware corporation (“PAETEC Holding”), and (“you”).

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THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 7th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 23, 2010, among PAETEC Holding Corp., a Delaware corporation (the “Issuer”) and U.S. Energy Partners LLC, a New York limited liability company (the “New Guarantor”) and a subsidiary of the Issuer, and The Bank of New York Mellon, as trustee under the indenture referred to below (the “Trustee”).

FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • May 7th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York

FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of April 23, 2010, among PAETEC Holding Corp., a Delaware corporation (the “Issuer”), PAETEC Realty LLC, a New York limited liability company (“PAETEC Realty”), and U.S. Energy Partners LLC, a New York limited liability company (“U.S. Energy”), each of PAETEC Realty and U.S. Energy a subsidiary of the Issuer (collectively, the “New Guarantors”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee under the indenture referred to below (the “Trustee”).

FOURTH AMENDMENT TO THE CREDIT AGREEMENT
The Credit Agreement • May 7th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York

FOURTH AMENDMENT, dated as of April 15, 2010 (this “Fourth Amendment”), to the Credit Agreement, dated as of February 28, 2007, as amended as of June 27, 2007, May 29, 2009 and January 12, 2010 (as so amended and as further amended, amended and restated, modified or supplemented from time to time, the “Credit Agreement”), among PAETEC Holding Corp., a Delaware corporation (the “Borrower”), the lenders party thereto from time to time (the “Lenders”) and Deutsche Bank Trust Company Americas (“DBTCA”), as administrative agent (in such capacity, the “Administrative Agent”).

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