EXHIBIT 99.2 COMPANY STOCKHOLDER VOTING AGREEMENT This VOTING AGREEMENT ("Voting Agreement") is entered into as of January 6, 2000 by and among McLeodUSA Incorporated, a Delaware corporation ("Acquiror"), and the undersigned stockholder (the...Voting Agreement • January 19th, 2000 • Splitrock Services Inc • Services-computer integrated systems design • Delaware
as Parent andFirst Supplemental Indenture • March 13th, 2000 • Splitrock Services Inc • Services-computer integrated systems design • New York
1 EXHIBIT "A"Subscription Agreement • August 12th, 1998 • Splitrock Services Inc
1 EXHIBIT 1.1 SPLITROCK SERVICES, INC. 261,000 Units Consisting of $261,000,000 Principal Amount of 11 3/4% Senior Notes due 2008 and Warrants to Purchase 2,642,613 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • August 12th, 1998 • Splitrock Services Inc • New York
10,700,000 Shares of Common Stock SPLITROCK SERVICES, INC. UNDERWRITING AGREEMENT ---------------------- July __, 1999 BEAR, STEARNS & CO. INC. CREDIT SUISSE FIRST BOSTON CORPORATION PRUDENTIAL SECURITIES INCORPORATED as Representatives of the several...Underwriting Agreement • July 26th, 1999 • Splitrock Services Inc • Services-computer integrated systems design • New York
as Parent,Second Supplemental Indenture • March 13th, 2000 • Splitrock Services Inc • Services-computer integrated systems design • New York
INDENTUREIndenture • August 12th, 1998 • Splitrock Services Inc • New York
WITNESSETH:Stock Option Agreement • January 19th, 2000 • Splitrock Services Inc • Services-computer integrated systems design • Delaware
EXHIBIT 10.12 WARRANT AGREEMENTWarrant Agreement • August 12th, 1998 • Splitrock Services Inc • New York
FORM T-1Trust Indenture • August 12th, 1998 • Splitrock Services Inc
to INDENTURE Dated as of July 24, 1998, as amended by the First and the Second Supplemental IndenturesThird Supplemental Indenture • March 13th, 2000 • Splitrock Services Inc • Services-computer integrated systems design • New York
1 EXHIBIT 4.5 SPLITROCK SERVICES, INC. 11 3/4% Senior Notes due 2008 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTExchange and Registration Rights Agreement • August 12th, 1998 • Splitrock Services Inc • New York
NON-QUALIFIED STOCK OPTION AGREEMENT between SPLITROCK SERVICES, INC. and CLARK MCLEOD Splitrock Services, Inc. 1997 Incentive Share Plan Date of Grant: May 28, 1998Non-Qualified Stock Option Agreement • August 12th, 1998 • Splitrock Services Inc
RECITALSTransition Services Agreement • August 12th, 1998 • Splitrock Services Inc • New York
EXHIBIT 99.4 CREDIT AGREEMENTCredit Agreement • January 19th, 2000 • Splitrock Services Inc • Services-computer integrated systems design • New York
EXHIBIT 99.2 AMENDMENT and WAIVER entered into as of February 11, 2000 (this "Amendment"), to the Credit Agreement dated as of January 6, 2000, among SPLITROCK SERVICES, INC., a Delaware corporation (the "Borrower"), the Lenders party thereto and...Credit Agreement • February 22nd, 2000 • Splitrock Services Inc • Services-computer integrated systems design • New York
PLAN OF MERGER by and between SPLITROCK SERVICES, INC. (a Texas corporation) and SPLITROCK SERVICES, INC. (a Delaware corporation) May 7, 1998Plan of Merger • August 12th, 1998 • Splitrock Services Inc
1 EXHIBIT 10.2 DEFINITIVE AGREEMENT by and between PRODIGY SERVICES CORPORATION as the "Company,"Definitive Agreement • August 12th, 1998 • Splitrock Services Inc • Texas
2- 3 (iii) the resignation by Employee, which shall be made by written notice to the Board specifying an effective date of such resignation not less than 30 days after the date of such notice; orEmployment Agreement • October 14th, 1998 • Splitrock Services Inc • Services-computer integrated systems design • Texas
1 EXHIBIT 10.5 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement"), dated as of April 30, 1998, is made between SplitRock Services, Inc., a Texas corporation ("Debtor"), and Ericsson Inc., a Delaware corporation ("Secured Party"). Debtor and...Security Agreement • August 12th, 1998 • Splitrock Services Inc • New York
BY AND BETWEENFull Service Agreement • May 15th, 2000 • Splitrock Services Inc • Services-computer integrated systems design
RECITALS --------Cost Sharing National Iru Agreement • May 15th, 2000 • Splitrock Services Inc • Services-computer integrated systems design
Exhibit 10.15 EMPLOYMENT CONTRACT ------------------- This Employment Contract (the "Contract"), effective as of the 1st day of March, 1999, is by and between Splitrock Services, Inc., a Delaware Corporation (the "Corporation" or "Employer"), and...Employment Contract • June 3rd, 1999 • Splitrock Services Inc • Services-computer integrated systems design • Texas
RECITALSEscrow and Disbursement Agreement • September 4th, 1998 • Splitrock Services Inc • Services-computer integrated systems design • New York
EXHIBIT 4.5 WARRANT AGREEMENTWarrant Agreement • September 4th, 1998 • Splitrock Services Inc • Services-computer integrated systems design • New York
1 IBM CUSTOMER AGREEMENT Thank you for doing business with us. We strive to provide you with the highest quality Products and Services. If, at any time, you have any questions or problems, or are not completely satisfied, please let us know. Our goal...Ibm Customer Agreement • August 12th, 1998 • Splitrock Services Inc
COST SHARING NATIONAL IRU AGREEMENTCost Sharing National Iru Agreement • June 3rd, 1999 • Splitrock Services Inc • Services-computer integrated systems design
1 EXHIBIT 10.6 PURCHASE AGREEMENT This Purchase Agreement ("Agreement") is made as of July 1, 1997 by and between Splitrock Services, Inc. a Texas Corporation ("Splitrock") and Yurie Systems, Inc., a Delaware corporation ("Yurie"). 1. During the 18...Purchase Agreement • August 12th, 1998 • Splitrock Services Inc
Page 1 2 ATM BACKBONE SERVICES AGREEMENT NOTE #1Atm Backbone Services Agreement • September 4th, 1998 • Splitrock Services Inc • Services-computer integrated systems design • Texas
EXHIBIT 4.11 FIRST SUPPLEMENTAL WARRANT AGREEMENT This Supplemental Warrant Agreement (the "Agreement") is made as of February 24, 2000 by and between Splitrock Services, Inc., a Delaware corporation (the "Company") and Harris Trust Company of New...Supplemental Warrant Agreement • March 13th, 2000 • Splitrock Services Inc • Services-computer integrated systems design • New York
1 EXHIBIT 10.4 NETWORK IMPLEMENTATION AGREEMENT THIS NETWORK IMPLEMENTATION AGREEMENT (this "Agreement"), effective as of April 23, 1998 (the "Effective Date"), is entered into by and between Ericsson Inc., a Delaware corporation ("Ericsson"), and...Network Implementation Agreement • August 12th, 1998 • Splitrock Services Inc • Texas
November 22, 1999Acceleration of Option Vesting Schedule • March 17th, 2000 • Splitrock Services Inc • Services-computer integrated systems design
This letter will confirm that the Board of Directors has agreed to accelerate the vesting of your unvested stock options on the terms set forth below.
1 EXHIBIT 10.15 EMPLOYMENT AGREEMENT SplitRock Services, Inc. (hereinafter sometimes referred to as "SplitRock" or "Company" or "Employer") does hereby employ Patrick J. McGettigan, Jr. (hereinafter referred to as "McGettigan" or "Employee") on the...Employment Agreement • August 12th, 1998 • Splitrock Services Inc • Texas
