MCLEODUSA INCORPORATED 101/2% Senior Second Secured Notes due 2011 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • New York
McLeodUSA Incorporated, a Delaware corporation (the "Company"), is issuing and selling to Jefferies & Company, Inc. (the "Initial Purchaser"), upon the terms set forth in the Purchase Agreement, dated as of September 19, 2006, by and among the Company, the guarantors named therein and the Initial Purchaser (the "Purchase Agreement"), $120,000,000 aggregate principal amount at maturity of 101/2% Senior Second Secured Notes due 2011 issued by the Company (each, together with the related guarantees, a "Note" and collectively, the "Notes"). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the Guarantors (as defined below) agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
MCLEODUSA INCORPORATED STOCK OPTION AGREEMENTStock Option Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • Delaware
STOCK OPTION AGREEMENT (the “Agreement”) by and between McLeodUSA Incorporated (the “Company”) and [NAME] (the “Optionee”), dated as of [DATE] (the “Date of Grant”) under the McLeodUSA Incorporated 2006 Omnibus Equity Plan (the “Plan”).
INDENTURE Dated as of September 28, 2006 AMONG MCLEODUSA INCORPORATED, as Issuer, THE GUARANTORS NAMED HEREIN, as Guarantors, AND U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent 10½% Senior Second Secured Notes Due 2011Indenture • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • New York
INDENTURE, dated as of September 28, 2006, among McLeodUSA Incorporated, a Delaware corporation (the “Company”), the Guarantors (as herein defined) and U.S. Bank National Association, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”).
QWEST MASTER SERVICES AGREEMENTMaster Services Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • New York
This Master Services Agreement, which includes this signature page, the subsequent general terms and conditions, the Rate Sheet for each applicable state, Exhibit 1 (Qwest Platform Plus Service), and Attachment A to Exhibit 1 (Performance Metrics) attached hereto or incorporated herein by reference (collectively the "Agreement") is entered into between Qwest Corporation ("Qwest") and McLeodUSA Telecommunications Services, Inc. ("CLEC") (each identified for purposes of this Agreement in the signature blocks below, and referred to separately as a "Party" or collectively as the "Parties"), on behalf of itself and its Affiliates. This Agreement may be executed in counterparts. This Agreement shall become effective on the Effective Date. The undersigned Parties have read and agree to the terms and conditions set forth in the Agreement.
MCLEODUSA INCORPORATED STOCK OPTION AGREEMENTStock Option Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • Delaware
STOCK OPTION AGREEMENT (the “Agreement”) by and between McLeod USA Incorporated (the “Company”) and Royce J. Holland (the “Optionee”), dated as of January 1, 2006 under the McLeodUSA Incorporated 2006 Omnibus Equity Plan (the “Plan”).
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • Delaware
THIS EXECUTIVE SEVERANCE AGREEMENT (the “Agreement”) by and between McLeodUSA Incorporated (the “Company”), a Delaware corporation with offices at 16479 Dallas Parkway, Bent Tree Tower 2, Seventh Floor, Dallas, Texas 75248, and [insert name] (the “Executive”), is made as of [insert date], 2007 (the “Effective Date”).
INDEMNITY AGREEMENTIndemnification Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • Delaware
This Indemnity Agreement (this "Agreement") is entered into as of [ ] between McLeodUSA, Inc., a Delaware corporation (the "Corporation"), and [ ] ("Director"), a director of the Corporation.
STOCKHOLDERS AGREEMENT dated as of January 6, 2006 among MCLEODUSA INCORPORATED and THE HOLDERS OF COMMON STOCK LISTED ON SCHEDULE IStockholders Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • New York
AGREEMENT dated as of January 6, 2006 among (i) McLeodUSA Incorporated, a Delaware corporation (the “Company”), and (ii) the holders of Common Stock listed on Schedule I hereto and any other Person that acquires any Common Stock from any such holders, directly or indirectly, and executes and delivers to the Company a joinder agreement in the form attached hereto as Exhibit D at any time after the date hereof (collectively, the “Stockholders”).
REGISTRATION RIGHTS AGREEMENT dated as of January 6, 2006 among MCLEODUSA INCORPORATED and THE HOLDERS OF COMMON STOCK LISTED ON SCHEDULE IRegistration Rights Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • New York
ContractProgram Enrollment Terms • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications
***Portions of this exhibit marked by brackets (“[ ]”) or otherwise identified have been omitted pursuant to a request for confidential treatment. The omitted portions have been filed separately with the Securities and Exchange Commission.***
SECURITY AND PLEDGE AGREEMENT dated as of September 28, 2006 among MCLEODUSA INCORPORATED, THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Collateral AgentSecurity and Pledge Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • New York
This SECURITY AND PLEDGE AGREEMENT, dated as of September 28, 2006 (this "Agreement"), is made by and among MCLEODUSA INCORPORATED, a Delaware corporation (the "Company"), certain of the Company's Domestic Restricted Subsidiaries as identified on the signature pages hereto as "Other Original Lien Grantors" (together with the Company, the "Original Lien Grantors") and any Guarantor who may hereafter become a party hereto pursuant to Section 22 (together with the Original Lien Grantors, the "Lien Grantors"), and U.S. BANK NATIONAL ASSOCIATION ("US Bank"), as collateral agent (in such capacity, the "Collateral Agent") for the ratable benefit of the Secured Parties (as defined below).
DSC MARKETING SERVICES, INC. SUPPLY AGREEMENT COMMUNICATIONS EQUIPMENTSupply Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • Texas
This supply agreement (the “Agreement” is made and entered into on February 26, 1990, by and between DSC Marketing Services, Inc. (“DSC”), a Delaware corporation, with its principal place of business at 1000 Colt Road, Plano, Texas, and Consolidated Network Corp. (“Purchaser”), a corporation, with its principal place of business at 11701 Bormon Drive, St. Louis, MO 63146.
EMPLOYMENT AGREEMENTEmployment Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • Delaware
THIS AGREEMENT is by and between McLeodUSA, Inc. (the "Company"), and Royce J. Holland (the "Executive"), dated as of January 1, 2006 and effective as of the date hereof (the "Effective Date").
WILMAX TELECOMMUNICATIONS SERVICES AGREEMENTTelecommunications Services Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • Oklahoma
This Telecommunications Services Agreement (hereinafter referred to as the “Agreement” or the “TSA”) is entered into this 14th day of March, 1994, by and between WILTEL, INC., a Delaware corporation, with its principal office at One Williams Center, Tulsa, Oklahoma, 74172 (“WilTel”) and MCLEOD TELEMANAGEMENT INC., a Iowa corporation, with its principal office at 221 3rd Avenue SE, Cedar Rapids, Iowa 52401 (“Customer”).
Confidential treatment has been requested in connection with this document. NETWORK AGREEMENT BETWEEN ALLIANT ENERGY COMPANIES AND MCLEODUSA TELECOMMUNICATIONS SERVICES, INC.Network Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications
This agreement is between Wisconsin Power and Light Co., a Wisconsin corporation with offices at 222 West Washington, Madison, WI 53703, IES Utilities, Inc. an Iowa corporation with offices at 200 1st St. SE, Cedar Rapids, IA 52401 and Interstate Power Corporation, a Delaware corporation with principal offices at 1000 Main St., Dubuque, IA 52004, and any other corporation, 40% or more of which is owned by any of the foregoing, or which is under common ownership or control with any of the foregoing, or which is owned by Alliant Energy Corporation (hereinafter “Alliant Energy” or the “Alliant Energy Company or Companies”), and McLeodUSA Telecommunications Services, Inc. (“McLeodUSA”), an Iowa corporation with offices at McLeodUSA Technology Park, 6400 C Street SW, P O Box 3177, Cedar Rapids, Iowa 52406-3177.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) dated as of January 1, 2006 (“Grant Date”), is between McLeodUSA Incorporated, a Delaware corporation (the “Company”), and Royce J. Holland (the “Participant”), relating to restricted stock granted under the McLeodUSA Incorporated 2006 Omnibus Equity Plan (the “Plan”). Capitalized terms used in this Agreement without definition shall have the meaning ascribed to such terms in the Plan.
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 22nd, 2007 • McLeodusa Inc • Radiotelephone communications • New York
INTERCREDITOR AGREEMENT, dated as of , 20 , among , as First Lien Agent (and together with its successors and assigns, in such capacity, the "First Lien Agent"), U.S. BANK NATIONAL ASSOCIATION, as Trustee, Collateral Agent and Second Lien Agent (and together with its successors and assigns, in such capacities, the "Trustee" or the "Second Lien Agent"), MCLEODUSA INCORPORATED, a Delaware corporation (the "Company") and its Subsidiaries (such term and each other capitalized term used herein having the meanings set forth in Section 1) listed on the signature pages hereto (such Subsidiaries, together with the Company and each of its other Subsidiaries that become parties hereto, the "Grantors").
