TRADEMARK SECURITY AGREEMENT



 Exhibit 4.5 
  
 Trademark Security Agreement 
  
 Trademark Security Agreement, dated as of September 30, 2004, by US LEC CORP., a Delaware corporation (the “Pledgor”), in favor of
U.S. BANK NATIONAL ASSOCIATION, a national banking organization, in its capacity as trustee pursuant to the Indenture (in such capacity, the “Trustee”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Pledgor is a party to a Security Agreement of even date herewith (the “Security Agreement”) in favor of the Trustee pursuant
to which the Pledgor is required to execute and deliver this Trademark Security Agreement; 
  
 NOW, THEREFORE, in consideration of the premises and to induce the Trustee, for the benefit of the Secured Parties, to enter into the Indenture, the Pledgor hereby agrees with the Trustee as follows: 
  
 SECTION 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement. 
  
 SECTION 2. Grant of Security Interest in Trademark Collateral. The Pledgor hereby pledges and grants to the Trustee for the benefit of the Secured
Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor: 
  

(a) Trademarks of such Pledgor listed on Schedule I attached hereto; 
  
 (b) all Goodwill associated with such Trademarks; and 
  
 (c) all Proceeds of any and all of the foregoing (other than Excluded Property). 
  
 SECTION 3. Security Agreement. The security interest granted pursuant
to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Trustee pursuant to the Security Agreement and the Pledgor hereby acknowledges and affirms that the rights and remedies of the Trustee with
respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any
provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Trustee shall otherwise determine. 
  
 SECTION 4. Termination. Upon the full performance of the Obligations,
the Trustee shall execute, acknowledge, and deliver to the Pledgor an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Trademarks under this Trademark Security Agreement.

  
 [signature page follows] 







 IN WITNESS WHEREOF, the Pledgor has caused this Trademark
Security Agreement to be executed and delivered by its duly authorized offer as of the date first set forth above. 
  

			
	 Very truly yours,
  
 US LEC CORP.

		
	By:	 	/s/ MICHAEL K. ROBINSON
	 	 	 Name: Michael K. Robinson
 Title: Executive
Vice President and Chief Financial Officer










 Accepted and Agreed: 
  
 U.S. BANK NATIONAL ASSOCIATION, 
 as Trustee 
  

			
		
	By:	 	/s/ RICHARD H. PROKOSCH
	 	 	 Name: Richard H. Prokosch
 Title: Vice
President









 SCHEDULE I 
 to 
 TRADEMARK SECURITY AGREEMENT 
  
 Trademark Registrations and Trademark Applications 
  

					
	 Mark

	  	Application/Registration
Number

	  	Filing/Issuance Date


	 US LEC and Design
 (“US” and “LEC” Disclaimed)
	  	Reg. No. 2,364,825	  	July 4, 2000
	 US LEC and Design
 (“US” and “LEC” Disclaimed
	  	Reg. No. 2,143,543	  	March 10, 1998
	 US LEC (“LEC” Disclaimed)
	  	Reg. No. 2,093,853	  	September 2, 1997
	 THE COMPETITIVE TELEPHONE
 COMPANY
	  	Reg. No. 2,181,265	  	August 11, 1998
	 THE COMPETITIVE TELEPHONE
 COMPANY
	  	Reg. No. 2,362,524	  	June 27, 2000
	 US LEC VOICE / DATA / INTERNET
	  	Appl. Serial No. 78/260,597	  	June 10, 2003
	 NOT BIGGER JUST BETTER
	  	Reg. No. 2,834,669	  	April 20, 2004
	 FASTNET
	  	Reg. No. 2,213,670	  	12/29/98
	 FAST.NET
	  	Reg. No. 2,463,344	  	6/26/01
	 SEE LOGO BELOW
	  	Reg. No. 2,212,720	  	12/22/98
	 ALLEVIATE
	  	Reg. No. 2,398,712	  	10/24/00
	 ALLEVI@TE
	  	Reg. No. 2,400,984	  	10/31/00
	 HOSTME!
	  	Reg. No. 2,395,483	  	10/17/00
	 123 HOSTME!
 (Stylized)
	  	Reg. No. 2,436,464	  	3/20/01
	 123HOSTME.COM
	  	Ser. No. 75/767,219	  	filed 8/3/99
	 YOU’RE HUMAN, SO ARE WE
	  	Ser. No. 75/781,092	  	filed 8/20/99
	 123HOSTME!
	  	Reg. No. 2,463,404	  	6/26/01
	 INTERNET UNLIMITED
	  	Ser. No. 75/807,762	  	filed 9/24/99
	 TOTAL MANAGED SECURITY
	  	Reg. No. 2,548,577	  	3/12/02
	 CC/VPN
	  	Reg. No. 2,423,061	  	1/23/01
	 CNF
	  	Reg. No. 2,436,570	  	3/20/01
	 CUSTOMER NETWORK FACILITY
 (NETWORK FACILITY Disclaimed)
	  	Reg. No. 2,401,122	  	10/31/00
	 CUSTOMER CONTROLLED VIRTUAL
 PRIVATE NETWORK
	  	Reg. No. 2,401,121	  	10/31/00
	 1-888-321-FAST
	  	Reg. No. 2,432,426	  	2/27/01
	 TMS
	  	Reg. No. 2,514,499	  	12/4/01
	 GET@YES
	  	Reg. No. 2,492,283	  	9/25/01
	 FASTNET
	  	Reg. No. 2,581,588	  	6/18/02
	 SUPERLINK
	  	Reg. No. 2,136,830	  	12/17/98