McLeodUSA LLC Watch

from S-4/A 186 pages Amended and Restated Credit Agreement Among Paetec Holding Corp., Various Lenders, Bank of America, N.A., as Administrative Agent, Deutsche Bank Securities Inc. and Goldman Sachs Bank USA, as Co-Syndication Agents, and Jpmorgan Chase Bank, N.A. and Credit Suisse Securities (USA) LLC, as Co-Documentation Agents Dated as of February 28, 2007 and Amended and Restated as of May 31, 2011

from S-1 24 pages Intercreditor Agreement

from 10-Q 6 pages The Borrower Has Requested That the Lenders Agree to Amend Certain Provisions of the Credit Agreement. the Lenders Party Hereto Are Willing So to Amend the Credit Agreement on the Terms and Subject to the Conditions Set Forth Herein. Capitalized Terms Used but Not Defined Herein Have the Meanings Assigned to Them in the Credit Agreement, as Amended Hereby. Accordingly, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Amendment of Credit Agreement. Effective as of the Effective Date (As Defined in Section 3 Hereto), the Credit Agreement Is Amended as Follows: (A) Amendment of Section 5.01. Section 5.01(g) of the Credit Agreement Is Hereby Amended by Restating Clause (II) Thereof in Its Entirety as Follows: “(II) on or Prior to May 14, 2004, a Financial Forecast of the Borrower and Its Restricted Subsidiaries Covering the Period From April 1, 2004 Through December 31, 2004, Prepared to Show Information on a Monthly Basis And” (B) Amendment of Section 6.13. Section 6.13 of the Credit Agreement Is Hereby Amended in Its Entirety as Follows: “Section 6.13. Minimum Consolidated EBITDA and Leverage Ratio. the Borrower (A) Will Not Permit Consolidated EBITDA for Any Period Set Forth Below (In Each Case, Taken as a Single Accounting Period) to Be Less Than the Amount Set Forth Opposite Such Period Below: Period Minimum Consolidated EBITDA January 1, 2004 Through March 31, 2004 $ 8,000,000 January 1, 2004 Through June 30, 2004 $ 16,000,000

from 10-Q 6 pages The Borrower Has Requested That the Lenders Agree to Amend Certain Provisions of the Credit Agreement. the Lenders Party Hereto Are Willing So to Amend the Credit Agreement on the Terms and Subject to the Conditions Set Forth Herein. Capitalized Terms Used but Not Defined Herein Have the Meanings Assigned to Them in the Credit Agreement, as Amended Hereby. Accordingly, in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Amendment of Credit Agreement. Effective as of the Effective Date (As Defined in Section 3 Hereof), the Credit Agreement Is Amended as Follows: (A) Amendment of Section 5.01. Section 5.01(g) of the Credit Agreement Is Hereby Amended by Restating Clause (II) Thereof in Its Entirety as Follows: “(II) on or Prior to May 14, 2004, a Financial Forecast of the Borrower and Its Restricted Subsidiaries Covering the Period From April 1, 2004 Through December 31, 2004, Prepared to Show Information on a Monthly Basis And” (B) Amendment of Section 6.13. Section 6.13 of the Credit Agreement Is Hereby Amended in Its Entirety as Follows: “Section 6.13. Minimum Consolidated EBITDA and Leverage Ratio. the Borrower (A) Will Not Permit Consolidated EBITDA for Any Period Set Forth Below (In Each Case, Taken as a Single Accounting Period) to Be Less Than the Amount Set Forth Opposite Such Period Below: Period Minimum Consolidated EBITDA January 1, 2004 Through March 31, 2004 $ 8,000,000 January 1, 2004 Through June 30, 2004 $ 16,000,000

from 10-Q/A 7 pages (A) Amendment of Section 5.01. Section 5.01 of the Credit Agreement Is Amended by Replacing the Word “Quarterly” in Clause (E) With the Word “Monthly”, Deleting the Word “And” Immediately After the Semicolon in Clause (F), Redesignating Clause (G) as Clause (H) and Adding a New Clause (G) to Read as Follows

from 10-Q/A 7 pages (A) Amendment of Section 5.01. Section 5.01 of the Credit Agreement Is Amended by Replacing the Word “Quarterly” in Clause (E) With the Word “Monthly”, Deleting the Word “And” Immediately After the Semicolon in Clause (F), Redesignating Clause (G) as Clause (H) and Adding a New Clause (G) to Read as Follows

from 10-Q 7 pages (A) Amendment of Section 5.01. Section 5.01 of the Credit Agreement Is Amended by Replacing the Word “Quarterly” in Clause (E) With the Word “Monthly”, Deleting the Word “And” Immediately After the Semicolon in Clause (F), Redesignating Clause (G) as Clause (H) and Adding a New Clause (G) to Read as Follows

from 10-Q 7 pages (A) Amendment of Section 5.01. Section 5.01 of the Credit Agreement Is Amended by Replacing the Word “Quarterly” in Clause (E) With the Word “Monthly”, Deleting the Word “And” Immediately After the Semicolon in Clause (F), Redesignating Clause (G) as Clause (H) and Adding a New Clause (G) to Read as Follows

from 10-K ~5 pages Waiver Dated as of December 16, 2002 (This "Waiver") to (I) the Credit Agreement Dated as of May 31, 2000 (As Amended, Supplemented or Otherwise Modified From Time to Time, the "Pre-Petition Credit Agreement") Among McLeodUSA Incorporated, a Delaware Corporation ("McLeod"), the Lenders From Time to Time Party Thereto (The "Pre-Petition Lenders") and Jpmorgan Chase Bank ("Jpmcb"), as Administrative Agent and as Collateral Agent (In Such Capacities, the "Pre-Petition Agent"), and (II) the Credit Agreement Dated as of April 16, 2002 (As Amended, Supplemented or Otherwise Modified From Time to Time, the "Exit Credit Agreement", and Together With the Pre-Petition Credit Agreement, the "Credit Agreements") Among McLeod, the Lenders From Time to Time Party Thereto (The "Exit Lenders", and Together With the Pre-Petition Lenders, the "Lenders") and Jpmcb, as Administrative Agent and as Collateral Agent (In Such Capacities, the "Exit Agent", and Together With the Pre-Petition Agent, the "Agent"). A. McLeod Has Informed the Lenders That It Is Currently Contemplating the Transactions Described on Annex a Hereto, Which Transactions and Are Hereinafter Referred to as the "Transactions". B. McLeod Has Requested That the Lenders Waive Compliance by McLeod With Section 6.07 of Each Credit Agreement to the Extent Necessary to Permit the Transactions. C. the Undersigned Lenders and the Agent Are Willing to Agree to Such Waiver, on the Terms, Subject to the Conditions and to the Extent Set Forth Herein. in Consideration of the Mutual Agreements Herein Contained and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1. Definitions; References. Unless Otherwise Specifically Defined Herein, Each Capitalized Term Used Herein but Not Otherwise Defined Herein Which Is Defined in the Credit Agreements Shall Have the Meaning Assigned to Such Term in the Credit Agreements

from 8-K >50 pages Exhibit 4.49; Third Amendment to Credit Agreement

from 10-K405 ~5 pages Credit Agreement

from 10-K405 ~5 pages Credit Agreement

from 10-Q >50 pages Credit Agreement

from S-1 ~10 pages First Amendment to Amended Restated Credit Agmt.

from S-1 ~10 pages Amended and Restated Credit Agreement