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
1 EXHIBIT "A"Subscription Agreement • August 12th, 1998 • Splitrock Services Inc
1 EXHIBIT 10.1 SPLITROCK FULL SERVICE AGREEMENTService Agreement • August 12th, 1998 • Splitrock Services Inc
FORM T-1Splitrock Services Inc • August 12th, 1998
EXHIBIT 10.12 WARRANT AGREEMENTWarrant Agreement • August 12th, 1998 • Splitrock Services Inc • New York
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 AGREEMENTSplitrock Services Inc • August 12th, 1998 • 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...Splitrock Services Inc • February 22nd, 2000 • Services-computer integrated systems design • New York
INDENTURESplitrock Services Inc • August 12th, 1998 • 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
WITNESSETH:Stock Option Agreement • January 19th, 2000 • Splitrock Services Inc • Services-computer integrated systems design • Delaware
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
to INDENTURE Dated as of July 24, 1998, as amended by the First and the Second Supplemental IndenturesSplitrock Services Inc • March 13th, 2000 • Services-computer integrated systems design • New York
EXHIBIT 99.4 CREDIT AGREEMENTCredit Agreement • January 19th, 2000 • Splitrock Services Inc • Services-computer integrated systems design • New York
as Parent,Splitrock Services Inc • March 13th, 2000 • 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 AGREEMENTSplitrock Services Inc • August 12th, 1998 • 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
as Parent andSplitrock Services Inc • March 13th, 2000 • Services-computer integrated systems design • New York
1 EXHIBIT 10.2 DEFINITIVE AGREEMENT by and between PRODIGY SERVICES CORPORATION as the "Company,"Definitive Agreement • August 12th, 1998 • Splitrock Services Inc • 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
RECITALSTransition Services Agreement • August 12th, 1998 • Splitrock Services Inc • New York
RECITALSEscrow and Disbursement Agreement • September 4th, 1998 • Splitrock Services Inc • Services-computer integrated systems design • New York
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
RECITALS --------Note • May 15th, 2000 • Splitrock Services Inc • Services-computer integrated systems design
EXHIBIT 10.4 NOTE: Redacted portions have been marked with asterisks (**8). The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. Amendment to Full Service Agreement...Splitrock Services Inc • June 3rd, 1999 • Services-computer integrated systems design
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
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...Warrant Agreement • March 13th, 2000 • 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
BY AND BETWEENSplitrock Full Service Agreement • May 15th, 2000 • Splitrock Services Inc • Services-computer integrated systems design
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
COST SHARING NATIONAL IRU AGREEMENTSplitrock Services Inc • June 3rd, 1999 • Services-computer integrated systems design
EXHIBIT 10.18 NOTE: Redacted portions have been marked with asterisks (***). The redaced portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. FIRST AMENDMENT TO COST SHARING...Splitrock Services Inc • June 3rd, 1999 • Services-computer integrated systems design
Page 1 2 ATM BACKBONE SERVICES AGREEMENT NOTE #1Backbone Services Agreement • September 4th, 1998 • Splitrock Services Inc • Services-computer integrated systems design • Texas
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, 1999Splitrock Services Inc • March 17th, 2000 • 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
