REGISTRATION RIGHTS AGREEMENT by and among PAETEC Holding Corp. the subsidiaries of PAETEC Holding Corp. parties hereto and Banc of America Securities LLC Deutsche Bank Securities Inc. Credit Suisse Securities (USA) LLC Wells Fargo Securities, LLC...Registration Rights Agreement • January 12th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 12, 2010, 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”), Banc of America Securities LLC, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase, pursuant to the Purchase Agreement dated January 7, 2010 among the Company, the Note Guarantors and the Initial Purchasers (the “Purchase Agreement”), $300,000,000 aggregate principal amount of 8 7/8% Senior Secured Notes due 2017 (the “New Notes”) issued by the Company and guaranteed (the “New Guarantees”) by the Note Guarantors. The New Notes and the New Guarantees are herein collectively referred to as the “New Securities.”
THIRD AMENDMENT TO THE CREDIT AGREEMENTThe Credit Agreement • January 12th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
THIRD AMENDMENT, dated as of January 12, 2010 (this “Third Amendment”), to the Credit Agreement, dated as of February 28, 2007, as amended as of June 27, 2007 and May 29, 2009 (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”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • January 12th, 2010 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York
This First Supplemental Indenture (this “First Supplemental Indenture”), dated as of January 12, 2010, is made by and between PAETEC Holding Corp., a Delaware corporation (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”) under the Indenture referred to below.
