PAETEC ESCROW CORPORATION, Company and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee Indenture Dated as of December 2, 2010Indenture • December 2nd, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of December 2, 2010, among PAETEC Escrow Corporation, a Delaware corporation (the “Escrow Issuer” or the “Company”; provided, however, that, for purposes of this Indenture, prior to the effectiveness of the Assumption (as defined herein), the references to the “Company” in this Indenture refer only to the Escrow Issuer and, from and after the effectiveness of the Assumption, the references to the “Company” in this Indenture refer only to PAETEC Holding Corp., a Delaware corporation), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and between PAETEC Escrow Corporation and Deutsche Bank Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman Sachs & Co. Morgan Stanley & Co. Incorporated Dated as of December 2, 2010Registration Rights Agreement • December 2nd, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 2, 2010 (the “Issue Date”), by and between PAETEC Escrow Corporation (the “Escrow Issuer”), a Delaware corporation and a wholly-owned subsidiary of PAETEC Holding Corp., and Deutsche Bank Securities Inc. (“DB”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“ML” and, together with DB, the “Representatives”), Goldman Sachs & Co. (“GS”) and Morgan Stanley & Co. Incorporated (“MS” and, together with the Representatives and GS, the “Initial Purchasers”), each of whom has agreed, severally and not jointly, to purchase the percentage of $450,000,000 aggregate principal amount of 9 7/8% Senior Notes due 2018 issued by the Escrow Issuer (the “Initial Notes”) specified in the Purchase Agreement, dated November 19, 2010 (the “Purchase Agreement”), among the Escrow Issuer, PAETEC Holding Corp., a Delaware corporation (the “Parent”), the subsidiaries of the Parent (other than the Escrow Issuer) part
