Exhibit 10.2
AMENDMENT NO. 1
TO THIRD AMENDED AND RESTATED
JANUARY 1999 STOCKHOLDERS' AGREEMENT
AMENDMENT NO. 1 (this "AMENDMENT") dated as of July 7, 2000 by and
among the parties set forth on the signature pages of this Amendment.
Section 1. DEFINITIONS. Except as otherwise defined in this
Amendment, terms defined in the Third Amended and Restated January 1999
Stockholders' Agreement dated as of March 10, 2000 (as from time to time
amended, the "AGREEMENT") are used herein as defined therein.
Section 2. AMENDMENTS. The Company has requested the Original
Stockholders and the M/C Stockholders to amend the Agreement in certain
respects, and the Original Stockholders and the M/C Stockholders are willing
to so amend the Agreement, all on the terms and conditions set forth herein.
Accordingly, the parties hereto hereby agree that effective as of the date
hereof, the Agreement shall be amended as follows:
A. BOARD OF DIRECTORS SIZE. The reference to "thirteen (13)"
relating to the authorized size of the Board of Directors in Section
2.1(a) is deleted and replaced with a reference to "fourteen (14)".
B. NON-EMPLOYEE DIRECTORS. The reference to "seven (7)" relating to
the number of non-employee directors in Section 2.1(g) is deleted and
replaced with a reference to "eight (8)".
C. GENERAL. Any references to the Agreement after the date first
set forth above (including but not limited to references in the
Agreement to "this Agreement" (including indirect references such as
"hereunder", "hereby", "herein" and "hereof')) shall be deemed to be
references to the Agreement as amended hereby. For purposes of Section
5.1 of the Agreement, "the date of this Agreement" shall continue to be
March 10, 2000.
Section 3. MISCELLANEOUS. Except as herein provided, the
Agreement shall remain unchanged and continue in full force and effect. This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Amendment by signing any such counterpart. This
Amendment shall be governed by, and construed in accordance with, the law of
the State of Delaware (excluding the choice-of-law rules thereof). The
headings of the sections and subsections of this Amendment have been inserted
for convenience only and shall not be deemed to be a part of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the date first above
written.
McLEODUSA INCORPORATED
By: /s/ J. Lyle Patrick
----------------------------------
Name: J. Lyle Patrick
Title: Group Vice President/CFO
/s/ Clark E. McLeod /s/ Mary E. McLeod
- ----------------------------- --------------------------------
Clark E. McLeod Mary E. McLeod
M/C INVESTORS L.L.C.
By /s/ Peter H.O. Claudy
----------------------------------
Name: Peter H.O. Claudy
Title: Manager
MEDIA/COMMUNICATIONS PARTNERS III LIMITED PARTNERSHIP
By: M/C III L.L.C., its General Partner
By: /s/ Peter H.O. Claudy
----------------------------------
Name: Peter H.O. Claudy
Title: Manager
ALLIANT ENERGY CORPORATION, INC.
By /s/ James E. Hoffman
----------------------------------
Name: James E. Hoffman
Title:
ALLIANT ENERGY FOUNDATION
By: /s/ E.M. Gleason
---------------------------------
Name: Edward M. Gleason
Title: Treasurer
ALLIANT ENERGY INVESTMENTS, INC.
By: /s/ James E. Hoffman
---------------------------------
Name: James E. Hoffman
Title: President, Alliant Energy Resources
HEARTLAND PROPERTIES, INC.
By: /s/ Henry Wertheimer
---------------------------------
Name: Henry Wertheimer
Title: Vice President/Treasurer
LNT COMMUNICATIONS LLC
By: Alliant Energy Resources, Inc., its sole member
By: /s/ James E. Hoffman
---------------------------------
Name: James E. Hoffman
Title: President Gail G. Lumpkin Trust Dated 12/14/85
/s/ Richard A. Lumpkin BY: /s/ Richard A. Lumpkin
- ------------------------- -----------------------------
Richard A. Lumpkin Richard A. Lumpkin, Trustee
The two trusts created under the Mary Green The two trusts created under the Richard
Lumpkin Gallo Trust Agreement dated Adamson Lumpkin Grandchildren's
December 29, 1989, one for the benefit of each Trust dated September 5, 1980, one for the
of: the benefit of each of:
Benjamin Iverson Lumpkin Benjamin Iverson Lumpkin
Elizabeth Arabella Lumpkin Elizabeth Arabella Lumpkin
United States Trust Company United States Trust Company
of New York, Trustee of New York, Trustee
By: /s/ Loraine B. Tsavaris By: /s/ Loraine B. Tsavaris
------------------------------ -----------------------------
Name: Loraine B. Tsavaris Name: Loraine B. Tsavaris
Title: Managing Director Title: Managing Director
The trust established by Richard Adamson The two 1990 Personal Income Trusts
Lumpkin under the Trust Agreement dated established by Richard A. Lumpkin, dated
February 6, 1970, for the benefit of Richard April 20, 1990, one for the benefit of each
Anthony Lumpkin. of:
Benjamin Iverson Lumpkin
Elizabeth Arabella Lumpkin
United States Trust Company
of New York, Trustee
/s/ David R. Hodgman
---------------------------
David R. Hodgman, Trustee
By: /s/ Loraine B. Tsavaris /s/ Steven L. Grissom
- ----------------------------- -----------------------------
Name: Loraine B. Tsavaris Steven L. Grissom, Trustee
Title: Managing Director