JOINDER AGREEMENT December 6, 2010

EX-4.4 5 dex44.htm EXHIBIT 4.4 Exhibit 4.4

Exhibit 4.4

JOINDER AGREEMENT

December 6, 2010

Pursuant to Section 3(j) of the Purchase Agreement, such section being an inducement to the Representatives (on behalf of the Initial Purchasers) referred to below to execute the Purchase Agreement, the undersigned hereby execute this joinder agreement (this “Joinder Agreement”), whereby each of the undersigned agrees, on a joint and several basis, to accede to the terms of the Registration Rights Agreement (the “Registration Rights Agreement”), dated as of December 2, 2010 (the “Issue Date”), between PAETEC Escrow Corporation (the “Escrow Issuer”), a Delaware corporation and a wholly-owned subsidiary of PAETEC Holding Corp. (the “Parent”), 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”). Capitalized terms used in this Joinder Agreement without definition have the respective meanings given to them in the Registration Rights Agreement.

The Parent hereby undertakes to perform all of the obligations of the Company set forth therein, as though the Parent had entered into the Registration Rights Agreement on the Issue Date. Each of the undersigned PAETEC Guarantors and Cavalier Entities undertakes to perform, on a joint and several basis, all of the obligations of the Note Guarantors set forth therein, as though the undersigned PAETEC Guarantors and Cavalier Entities had entered into the Registration Rights Agreement on the Issue Date. Each of the undersigned agrees that such obligations include, without limitation, (a) the Parent’s assumption of all of the obligations of the Company to perform and comply with all of the agreements thereof contained in the Registration Rights Agreement, (b) the PAETEC Guarantors’ and Cavalier Entities’ assumption of all of the obligations of the Note Guarantors to perform and comply with all of the agreements thereof contained in the Registration Rights Agreement and (c) the Parent’s, the PAETEC Guarantors’ and the Cavalier Entities’ assumption, to the same extent as set forth therein but on a joint and several basis, of all of the Company’s and the Note Guarantors’ indemnification and other obligations contained in Section 8 of the Registration Rights Agreement.

This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in New York State.

This Joinder Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page by facsimile, e-mail or other electronic means shall be effective as delivery of a manually executed counterpart.

*        *        *


IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date first written above.

 

PAETEC HOLDING CORP.
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

 

PAETEC GUARANTORS:
US LEC LLC
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

PAETEC CORP.
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

 

US LEC COMMUNICATIONS LLC
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer


 

US LEC OF NORTH CAROLINA LLC
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

US LEC OF ALABAMA LLC
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

US LEC OF FLORIDA LLC
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

US LEC OF GEORGIA LLC
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

US LEC OF TENNESSEE LLC
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

US LEC OF SOUTH CAROLINA LLC
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer


 

PAETEC ITEL, L.L.C.
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

PAETEC INTEGRATED SOLUTIONS GROUP, INC.
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

PAETEC SOFTWARE CORP.
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

PAETEC COMMUNICATIONS, INC.
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

PAETEC COMMUNICATIONS OF VIRGINIA, INC.
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer


 

US LEC OF MARYLAND LLC
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

US LEC OF VIRGINIA L.L.C.
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

US LEC OF PENNSYLVANIA LLC
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

ALLWORX CORP.
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

MPX, INC.
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

TECHNOLOGY RESOURCE SOLUTIONS, INC.
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer


 

MCLEODUSA LLC
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

MCLEODUSA INFORMATION SERVICES, LLC
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

MCLEODUSA TELECOMMUNICATIONS SERVICES, L.L.C.
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

MCLEODUSA PURCHASING, L.L.C.
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

U.S. ENERGY PARTNERS LLC
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer

 

PAETEC REALTY LLC
By:   /s/ Keith M. Wilson

Name:

Title:

 

Keith M. Wilson

Executive Vice President and Chief Financial Officer


 

QUAGGA CORPORATION
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

CAVALIER ENTITIES
ACCESS ONE COMMUNICATIONS CORP.
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

CAVALIER TELEPHONE CORPORATION
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

COMPCO, INC.
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

ELANTIC NETWORKS, INC.
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer


 

INTELLIFIBER NETWORKS, INC.
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

LDMI TELECOMMUNICATIONS, INC.
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

NETWORK TELEPHONE CORPORATION
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

NT CORPORATION
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

OMNICALL, INC.
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

TALK AMERICA INC.
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer


 

TALK AMERICA HOLDINGS, INC.
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

TALK AMERICA OF VIRGINIA, INC.
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

TC SERVICES HOLDING CO., INC.
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

THE OTHER PHONE COMPANY, INC.
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

CAVALIER IP TV, LLC
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

CAVALIER SERVICES, LLC
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 


 

CAVALIER TELEPHONE, L.L.C.
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

CAVALIER TELEPHONE MID-ATLANTIC, L.L.C.
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

CAVTEL HOLDINGS, LLC
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer

 

SM HOLDINGS, LLC
By:   /s/ Keith M. Wilson
Name:   Keith M. Wilson
Title:   Executive Vice President and Chief Financial Officer