Exhibit 99.26 REGISTRATION RIGHTS AGREEMENT Dated as of April 16, 2002Registration Rights Agreement • April 22nd, 2002 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Radiotelephone communications • New York
EXHIBIT 5 ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- Assignment and Assumption Agreement, dated as of January 19, 2000 (this "Agreement"), by and between Forstmann Little & Co. Equity Partnership-VI, L.P., a Delaware...Assignment and Assumption Agreement • January 25th, 2000 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Telephone communications (no radiotelephone) • New York
JOINT FILING AGREEMENTJoint Filing Agreement • December 7th, 2001 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Radiotelephone communications
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
Exhibit 99.23 WARRANT AGREEMENT, dated as of April 12, 2002, between McLeodUSA Incorporated, a Delaware corporation (the "Company"), and Wells Fargo Bank Minnesota, N.A , a national banking association, as Warrant Agent (the "Warrant Agent"). WHEREAS,...Warrant Agreement • April 22nd, 2002 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Radiotelephone communications • Delaware
Exhibit 22 ---------- STOCK PURCHASE AGREEMENTStock Purchase Agreement • January 22nd, 2002 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Telephone communications (no radiotelephone) • Delaware
Exhibit 99.24 AMENDMENT, dated as of April 16, 2002 (this "Amendment"), to the Amended and Restated Purchase Agreement, dated as of January 30, 2002 (the "Amended and Restated Purchase Agreement"), by and among McLeodUSA Incorporated and Forstmann...Purchase Agreement • April 22nd, 2002 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Radiotelephone communications • Delaware
Exhibit 99.25 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Termination Agreement") is entered into as of April 16, 2002, by and between McLeodUSA Incorporated, a Delaware corporation (the "Company"), and the entities listed on the signature...Termination Agreement • April 22nd, 2002 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Radiotelephone communications • Delaware
EXHIBIT 99.8 REGISTRATION RIGHTS AGREEMENT Dated as of September 30, 2001Registration Rights Agreement • October 2nd, 2001 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Radiotelephone communications • New York
EXHIBIT 18 JOINT FILING AGREEMENT The undersigned hereby acknowledge and agree that any amendment to the Schedule 13D, relating to the Class A common stock, par value $0.02 per share, of XO Communications, Inc., on or after the date as of which this...Joint Filing Agreement • May 1st, 2001 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Telephone communications (no radiotelephone)
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
TABLE OF CONTENTSRegistration Rights Agreement • January 22nd, 2002 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Telephone communications (no radiotelephone) • New York
EXHIBIT 6 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of...Joint Filing Agreement • January 25th, 2000 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Telephone communications (no radiotelephone)
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
Exhibit 99.27 JOINT FILING AGREEMENT The undersigned hereby acknowledge and agree that any amendment to the Schedule 13D, relating to the Class A common stock, par value $0.01 per share, of McLeodUSA Incorporated, on or after the date as of which this...Joint Filing Agreement • April 22nd, 2002 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Radiotelephone communications
This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
AGREEMENT ---------, and Voting Agreement • December 7th, 2001 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Radiotelephone communications • Delaware
RECITALSFinal Execution • October 22nd, 2002 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Telephone communications (no radiotelephone) • Delaware
Exhibit 13 AMENDED AND RESTATED PURCHASE AGREEMENT AMENDED AND RESTATED PURCHASE AGREEMENT (this "Agreement"), dated as of January 30, 2002, by and among McLeodUSA Incorporated, a Delaware corporation (the "Company"), the entities listed on the...And Restated Purchase Agreement • February 4th, 2002 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Radiotelephone communications • Delaware
EXHIBIT 99.6 EXCHANGE AGREEMENTExchange Agreement • October 2nd, 2001 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Radiotelephone communications • New York
EXHIBIT 7 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 16th, 2000 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Telephone communications (no radiotelephone) • New York
Exhibit 2.2B THIS WARRANT AND ANY SHARES OF COMMON STOCK ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE LAWS. THIS WARRANT HAS BEEN ACQUIRED...Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • February 4th, 2002 • Radiotelephone communications • Delaware
EXHIBIT 11 AGREEMENT AND WAIVER NEXTLINK Communications, Inc. 1505 Farm Credit Drive McLean, VA 22102 Gentlemen: Reference is hereby made to (i) the Stock Purchase Agreement, dated as of December 7, 1999 (the "1999 Purchase Agreement"), by and among...Agreement and Waiver • June 16th, 2000 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Telephone communications (no radiotelephone) • New York
RECITALSAnd Voting Agreement • February 4th, 2002 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Radiotelephone communications • Delaware
EXHIBIT 12 AMENDMENT AND STOCK PURCHASE AGREEMENTAnd Stock Purchase Agreement • May 1st, 2001 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Telephone communications (no radiotelephone) • New York
Exhibit 99.12 PURCHASE AGREEMENT PURCHASE AGREEMENT (this "Agreement"), dated as of December 3, 2001, by and among McLeodUSA Incorporated, a Delaware corporation (the "Company"), the entities listed on the signature page hereto under the caption...Purchase Agreement • December 7th, 2001 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Radiotelephone communications • Delaware
Fried, Frank, Harris, Shriver & Jacobson Latham & Watkins One New York Plaza 885 Third Avenue New York, New York 10004-1980 Suite 1000 (212) 859-8000 New York, New York 10022-4802 (212) 906-1200 VIA FACSIMILE June 6, 2002 Jack H. Nusbaum, Esq....Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • June 7th, 2002 • Telephone communications (no radiotelephone)
Exhibit B --------- STOCKHOLDERS AGREEMENTStockholders Agreement • January 22nd, 2002 • Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • Telephone communications (no radiotelephone) • Delaware
Exhibit 99.15 THIS WARRANT AND ANY SHARES OF COMMON STOCK ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE LAWS. THIS WARRANT HAS BEEN ACQUIRED...Forstmann Little & Co Sub Debt & Eq MGMT Buyout Par Vii Lp • December 7th, 2001 • Radiotelephone communications • Delaware
