EX-99.4 32 dex994.htm EXHIBIT 99.4 Exhibit 99.4

Exhibit 99.4

PAETEC HOLDING CORP.

Tender $300,000,000 of its Outstanding

8   7/8% Senior Secured Notes due 2017

In Exchange for

8   7/8% Senior Secured Notes due 2017

June 24, 2010

To Our Clients:

Enclosed for your consideration is a prospectus dated June 23, 2010 (as the same may be amended or supplemented from time to time, the “Prospectus”) and the related letter of transmittal (the “Letter of Transmittal”) relating to the offer (the “Exchange Offer”) of PAETEC Holding Corp. (the “Company”) to exchange $300,000,000 of its 8 7 /8% Senior Secured Notes due 2017, which have been registered under the Securities Act of 1933, as amended, for a like principal amount of the Company’s issued and outstanding 8 7/8% Senior Secured Notes due 2017 originally issued on January 12, 2010 (the “Original Notes”), upon the terms and subject to the conditions described in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company contained in a Registration Rights Agreement, dated as of January 12, 2010, among the Company, the Guarantors (as defined therein) and the initial purchasers referred to therein.

This material is being forwarded to you as the beneficial owner of the Original Notes held by us for your account but not registered in your name. A TENDER OF SUCH ORIGINAL NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the Original Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Original Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on July 23, 2010, unless extended by the Company in its sole discretion (such date as it may be extended, the “Expiration Date”). Any Original Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.

Your attention is directed to the following:

1.        The Exchange Offer is for any and all Original Notes.

2.        The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section entitled “The Exchange Offer” under the heading “Conditions to the Exchange Offer.”

3.        Any transfer taxes incident to the transfer of Original Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal.

4.        The Exchange Offer expires at 5:00 p.m., New York City time, on July 23, 2010, unless extended by the Company in its sole discretion.

If you wish to have us tender your Original Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER ORIGINAL NOTES.

 

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INSTRUCTIONS WITH RESPECT TO

THE EXCHANGE OFFER

The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer made by PAETEC Holding Corp. with respect to the Original Notes.

This will instruct you to tender the Original Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

The undersigned expressly agrees to be bound by the enclosed Letter of Transmittal and that such Letter of Transmittal may be enforced against the undersigned.

Please tender the Original Notes held by you for my account as indicated below.

 

   
Original Notes                                                                                                                                                                                                
Aggregate Principal Amount of Original Notes Tendered
 

¨         Please do not tender any Original Notes held by you for my account.

   

Dated: 

                                                                                                                , 2010
   
Signature(s):                                                                                                                             
   

Please print name(s) here: 

                                                                                                                            
   

Address(es): 

                                                                                                                            
   

Area Code and Telephone Number(s): 

                                                                                                                            
   

Tax Identification or Social Security Number(s): 

                                                                                                                            

None of the Original Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Original Notes held by us for your account.

 

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