0001047469-03-011275 Sample Contracts

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McLeodusa Inc • March 31st, 2003 • Radiotelephone communications • New York

WAIVER dated as of June 27, 2002 to the Credit Agreement dated as of May 31, 2000, as amended (as amended, restated or otherwise supplemented from time to time, the "Credit Agreement") among MCLEODUSA INCORPORATED, a Delaware corporation (the "Borrower"), the lenders from time to time party thereto (the "Lenders") and JPMorgan Chase Bank, as Administrative Agent and as Collateral Agent (in such capacities, the "Agent").

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McLeodusa Inc • March 31st, 2003 • Radiotelephone communications • New York

WAIVER dated as of June 27, 2002 to (i) the Credit Agreement dated as of April 16, 2002 (as amended, restated or otherwise supplemented from time to time, the "Credit Agreement") among MCLEODUSA INCORPORATED, a Delaware corporation (the "Borrower"), the lenders from time to time party thereto (the "Lenders") and JPMorgan Chase Bank, as Administrative Agent and as Collateral Agent (in such capacities, the "Agent"), and (ii) the Amended and Restated Security Agreement dated as of April 16, 2002 (as amended, restated or otherwise supplemented from time to time, the "Security Agreement") among the Borrower, the Subsidiaries of the Borrower listed on Schedule I thereto or becoming a party thereto as provided in Section 7.16 thereof and the Agent.

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McLeodusa Inc • March 31st, 2003 • Radiotelephone communications • New York

WAIVER dated as of December 16, 2002 (this "Waiver") to (i) the Credit Agreement dated as of May 31, 2000 (as amended, supplemented or otherwise modified from time to time, the "Pre-Petition Credit Agreement") among MCLEODUSA INCORPORATED, a Delaware corporation ("McLeod"), the lenders from time to time party thereto (the "Pre-Petition Lenders") and JPMorgan Chase Bank ("JPMCB"), as Administrative Agent and as Collateral Agent (in such capacities, the "Pre-Petition Agent"), and (ii) the Credit Agreement dated as of April 16, 2002 (as amended, supplemented or otherwise modified from time to time, the "Exit Credit Agreement", and together with the Pre-Petition Credit Agreement, the "Credit Agreements") among McLeod, the lenders from time to time party thereto (the "Exit Lenders", and together with the Pre-Petition Lenders, the "Lenders") and JPMCB, as Administrative Agent and as Collateral Agent (in such capacities, the "Exit Agent", and together with the Pre-Petition Agent, the "Agent")

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McLeodusa Inc • March 31st, 2003 • Radiotelephone communications • New York

WAIVER dated as of March 14, 2003 (this "Waiver") to (i) the Credit Agreement dated as of May 31, 2000 (as amended, supplemented or otherwise modified from time to time, the "Pre-Petition Credit Agreement") among MCLEODUSA INCORPORATED, a Delaware corporation ("McLeodUSA" or the "Borrower"), the lenders from time to time party thereto (the "Pre-Petition Lenders") and JPMorgan Chase Bank ("JPMCB"), as Administrative Agent and as Collateral Agent (in such capacities, the "Pre-Petition Agent"), and (ii) the Credit Agreement dated as of April 16, 2002 (as amended, supplemented or otherwise modified from time to time, the "Exit Credit Agreement", and together with the Pre-Petition Credit Agreement, the "Credit Agreements") among McLeodUSA, the lenders from time to time party thereto (the "Exit Lenders", and together with the Pre-Petition Lenders, the "Lenders") and JPMCB, as Administrative Agent and as Collateral Agent (in such capacities, the "Exit Agent", and together with the Pre-Petitio

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