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LOCK-UP, SUPPORT, AND VOTING AGREEMENT
This Lock-Up, Support, and Voting Agreement (this "Agreement") is
made and entered into as of December 3, 2001, by and among McLeodUSA
Incorporated, a Delaware corporation (the "Company") and the entities
listed on the signature page hereto under the caption "Investors"
(collectively, "Investor"). The Company and Investor are collectively
referred to herein as the "Parties" and individually as a "Party."
RECITALS
WHEREAS, the Company is obligated (the "Obligations") (i) under
that certain Credit Agreement between the Company, The Chase Manhattan Bank
and certain other lenders (collectively, the "Lenders"), dated as of May
31, 2000, as amended (the "Credit Agreement"), and (ii) those certain
10 1/2% Senior Discount Notes due March 1, 2007 issued by the Company under
that certain indenture dated March 4, 1997; 9 1/4% Senior Notes due July
15, 2007 issued by the Company under that certain indenture dated July 21,
1997; 8 3/8% Senior Notes due March 15, 2008 issued by the Company under
that certain indenture dated March 16, 1998; 9 1/2% Senior Notes due
November 1, 2008 issued by the Company under that certain indenture dated
October 30, 1998; 9 1/8% Senior Notes due February 15, 2009 issued by the
Company under that certain indenture dated February 22, 1999; 12% Senior
Notes due July 15, 2008 issued by the Company under that certain indenture
dated December 14, 2000; 11 1/2% Senior Notes due May 1, 2009 issued by the
Company under that certain indenture dated December 14, 2000, and the
11 3/8% Senior Notes due January 1, 2009 issued by the Company under that
certain indenture dated January 16, 2001 (collectively, the "Senior
Notes");
WHEREAS, Investor owns or controls the right to vote 100% of (i)
that certain Series D Convertible Preferred Stock issued by the Company
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and (ii) that certain Series E Convertible Preferred Stock issued by the
Company (together, the "Series D and E Preferred Stock");
WHEREAS, the Company also has issued that certain 6.75% Series A
Cumulative Preferred Stock held by persons other than Investor (the "Series
A Preferred Stock");
WHEREAS, the Company also has outstanding common stock (the "Existing
Common Stock");
WHEREAS, the Company and Investor have engaged in good faith
negotiations with the objective of reaching an agreement with regard to a
restructuring of the Company's Obligations and the recapitalization of the
Company, including the issuance of new common stock of the Company (the
"New Common Stock");
WHEREAS, the Company and Investor now desire to implement a
capital restructuring substantially on the terms described in Exhibit A
(the "Restructuring");
WHEREAS, pursuant to the Restructuring, Investor has entered into
an investment agreement to purchase $100 million of new, Series F Preferred
Stock and Series G Preferred Stock of the Company (the "New Preferred
Stock") and warrants to purchase New Common Stock (the "New Warrants");
WHEREAS, as part of the Restructuring, the Company has entered
into a Stock Purchase Agreement to sell its directory publishing business
("Pubco") to an affiliate of Investor (the "Purchase Agreement");
WHEREAS, the Company intends to pursue the Restructuring,
consistent with the terms set forth on Exhibit A, via the following two,
alternative mechanisms: (i) an out-of-court alternative (the "Out-of-Court
Alternative") pursuant to which (A) the Company will commence an exchange
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offer to exchange shares of the New Common Stock and cash for the Senior
Notes substantially on the terms described in Exhibit A and (B) convene a
special meeting of holders of the Company's Series A Preferred Stock, the
Series D and E Preferred Stock, and the Existing Common Stock
(collectively, the "Stockholders") in order to obtain, among other things,
the approval of such Stockholders of the reclassification of such stock
into New Common Stock substantially on the terms described in Exhibit A,
and, if necessary, (ii) an in-court alternative (the "In-Court
Alternative") pursuant to which the Company is soliciting acceptances of a
Prepackaged Plan of Reorganization substantially on the terms described in
Exhibit A (the "Plan"), and may file a case (the "Chapter 11 Proceedings")
under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. ss.ss.
101, et seq. (the "Bankruptcy Code") in the United States Bankruptcy Court
for the District of Delaware (the "Bankruptcy Court"); and
WHEREAS, in order to facilitate the implementation of the
Restructuring, Investor is prepared, subject to the terms and conditions of
this Agreement, to vote the Series D and E Preferred Stock in favor of the
Restructuring with such modifications in the terms of the Restructuring
that do not materially deviate from the terms set forth on Exhibit A.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Voting in Favor of the Restructuring.
(a) Agreement to Vote. Investor hereby
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irrevocably agrees, during the period commencing on the date of
this Agreement and continuing until the termination of this
Agreement as provided for in Section 6 hereof (the "Voting
Expiration Time"), to vote timely its Series D and E Preferred
Stock in favor of the Restructuring with such modifications in the
terms of the Restructuring that do not materially deviate from the
terms set forth on Exhibit A, whether the Company pursues the
Restructuring under the In- Court Alternative or the Out-of-Court
Alternative, including, (i) with respect to the Out-of-Court
Alternative, at any meeting of the Stockholders, however called,
or in connection with any written consent of the Stockholders,
voting or causing to be voted, the Series D and E Preferred Stock
held of record or beneficially owned by Investor, whether owned on
the date hereof of hereafter acquired, (A) in favor of such
Restructuring, all transactions contemplated thereby, and all
actions required in furtherance thereof, and (B) against any
action or agreement that is intended, or could reasonably be
expected, to impede, interfere with, or prevent such
Restructuring, and (ii) with respect to the In-Court Alternative,
by executing ballots in favor of the Plan, and in each of cases
(i) and (ii), agrees not to revoke or withdraw such vote.
Investor's agreement to support the Restructuring is expressly
conditioned upon the terms of the Restructuring being as set forth
on Exhibit A and the Plan and all related documents being
consistent with the terms set forth on Exhibit A with, in each
case, such modifications that do not materially deviate from the
terms of Exhibit A. Investor agrees that all solicitation
materials and ballots prepared in connection with the
Restructuring will indicate its support of the Restructuring,
including the Plan.
(b) Modifications. Notwithstanding any other
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provision of this Agreement, the Company may make such changes and
modifications to the Restructuring or the Plan as the Company
deems are necessary and appropriate in order to have the
Restructuring or the Plan approved or implemented; provided,
however, that Investor will not be required to support any such
restructuring that materially deviates from the terms set forth on
Exhibit A unless any such material deviations have been approved
by Investor.
2. Restrictions on Transfer. Investor hereby agrees, so long as
this Agreement remains in effect, not to (i) sell, transfer, assign,
pledge, or otherwise dispose of any of the Series D and E Preferred Stock,
in whole or in part, or any interest therein, or (ii), without limiting the
generality of the Section 2 of this Agreement, grant any proxies, deposit
any of the Series D and E Preferred Stock into a voting trust, or enter
into a voting agreement with respect to any of the Stock.
3. Investor Allocation Agreement. Investor agrees that, with
respect to any restructuring of the Company supported by Investor in which
the Investor and its affiliates would receive approximately 40% or more of
the equity ownership of the Company, whether consistent with terms set
forth on Exhibit A or otherwise, such restructuring must include an
allocation of consideration attributable to the holders of the Series A
Preferred Stock, Series D and E Preferred Stock, and Existing Common Stock,
respectively, in the same relative allocations (the "Approved Allocation")
as set forth below:
<Table>
Series A Preferred Stock - 14%
Series D Preferred Stock - 32.4%
Series E Preferred Stock - 14.7%
Existing Common Stock - 38.9%
-----
100.0%
</Table>
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4. Acknowledgment. This Agreement is not and shall not be deemed
to be a solicitation for consents to the Restructuring or any Plan. The
acceptances of Investor will not be solicited until it has received the
applicable solicitation materials and/or disclosure statement and related
ballots.
5. Termination of Agreement. At any time after August 1, 2002, the
Company and Investor may terminate their obligations hereunder and Investor
may rescind its vote on the Restructuring, including the Plan (which vote
shall be null and void and have no further force and effect), by giving
prior written notice thereof to the other party.
6. Representations and Warranties. Each Investor represents and
warrants that the following statements are true, correct and complete as of
the date hereof:
(a) Corporate Power and Authority. It is duly
organized, validly existing, and in good standing under the laws
of the state of its organization, and has all requisite corporate,
partnership or LLC power and authority to enter into this
Agreement and to carry out the transactions contemplated by, and
perform its respective obligations under, this Agreement.
(b) Authorization. The execution and delivery of
this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all
required actions on the part of Investor and no other proceedings
on the part of such Investor are necessary to authorize this
Agreement or to consummate the transactions contemplated hereby.
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This Agreement has been duly and validly executed and delivered by
such Investor and, assuming this Agreement has been duly
authorized, executed and delivered by the Company, constitutes a
valid and binding agreement of such Investor.
(c) No Conflicts. Neither the execution and
delivery of this Agreement by such Investor nor the consummation
by such Investor of the transactions contemplated hereby nor
compliance by such Investor with any of the provisions hereof will
(a) conflict with or result in any breach of any provision of the
charter or by-laws or similar organization documents of such
Investor, (b) result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default
(or give rise to any right of termination, cancellation or
acceleration) under, any of the terms, conditions or provisions of
any material note, bond, mortgage, indenture, license, contract,
agreement or other instrument or obligation to which such Investor
or any of its subsidiaries is a party or by which any of them or
any of their properties or assets may be bound or (c) violate any
order, writ, injunction, decree, statute, rule or regulation
applicable to such Investor, any of its subsidiaries or any of
their properties or assets.
(d) Governmental Consents. The execution,
delivery and performance by it of this Agreement do not and shall
not require any registration or filing with consent or approval
of, or notice to, or other action to, with or by, any federal,
state or other governmental authority or regulatory body, other
than the approval of the Bankruptcy Court with respect to the In-
Court Alternative.
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(e) Owner of Stock. It is the beneficial owner
of, or holder of investment authority over, the Series D and E
Preferred Stock that it has agreed to vote in favor of the
Restructuring and the Plan, and beneficially owns, or has
investment authority over, no other interests in the Company.
7. Further Acquisition of Interests. This Agreement shall in no
way be construed to preclude Investor from acquiring additional interests
in the Company. However, any such additional interests so acquired shall
automatically be deemed to be subject to the terms of this Agreement.
8. Amendments. This Agreement may not be modified, amended or
supplemented without the prior written consent of the Company and Investor.
9. Governing Law; Jurisdiction. This Agreement shall be governed
by and construed in accordance with the internal laws of the State of
Delaware, without regard to any conflicts of law provision which would
require the application of the law of any other jurisdiction. By its
execution and delivery of this Agreement, each of the Parties hereto hereby
irrevocably and unconditionally agrees for itself that any legal action,
suit or proceeding against it with respect to any matter under or arising
out of or in connection with this Agreement or for recognition or
enforcement of any judgment rendered in any such action, suit or
proceeding, may be brought in the United States District Court for the
District of Delaware. By execution and delivery of this Agreement, each of
the Parties hereto irrevocably accepts and submits itself to the
nonexclusive jurisdiction of such court, generally and unconditionally,
with respect to any such action, suit or proceeding. Notwithstanding the
foregoing consent to jurisdiction, upon the commencement of any Chapter 11
Proceedings, each of the Parties hereto hereby agrees that the Bankruptcy
Court shall have exclusive jurisdiction of all matters arising out of or in
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connection with this Agreement.
10. Specific Performance. It is understood and agreed by each of
the Parties hereto that money damages would not be a sufficient remedy for
any breach of this Agreement by any Party and each non-breaching Party
shall be entitled to specific performance and injunctive or other equitable
relief as a remedy of any such breach.
11. Headings. The headings of the sections, paragraphs and
subsections of this Agreement are inserted for convenience only and shall
not affect the interpretation hereof.
12. Successors and Assigns. This Agreement is intended to bind and
inure to the benefit of the Parties and their respective successors,
assigns, heirs, executors, administrators and representatives.
13. Prior Negotiations. This Agreement and Exhibit A supersede all
prior negotiations with respect to the subject matter hereof.
14. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
shall constitute one and the same Agreement.
15. No Third-Party Beneficiaries. Unless expressly stated herein,
this Agreement shall be solely for the benefit of the Parties hereto and no
other person or entity shall be a third-party beneficiary hereof.
16. Consideration. It is hereby acknowledged by the Parties hereto
that no consideration shall be due or paid to Investor for its agreement to
vote to accept the Restructuring and the Plan in accordance with the terms
and conditions of this Agreement other than the Company's agreement to use
its best efforts to obtain approval of any disclosure statement and best
efforts to confirm the Plan in accordance with the terms and conditions
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of this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed and delivered by its duly authorized officer as of
the date first above written.
McLEODUSA INCORPORATED
By: /s/ Chris Davis
-------------------------------------------------
Name: Chris Davis
Title: Chief Operating and Financial Officer
INVESTORS:
FORSTMANN LITTLE & CO. EQUITY
PARTNERSHIP-V, L.P.
By: FLC XXX Partnership, L.P.
its general partner
By: /s/ Thomas H. Lister
-------------------------------------------------
Thomas H. Lister,
a general partner
FORSTMANN LITTLE & CO. SUBORDINATED
DEBT AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VI, L.P.
By: FLC XXIX Partnership, L.P.
its general partner
By: /s/ Thomas H. Lister
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Thomas H. Lister,
a general partner
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FORSTMANN LITTLE & CO. SUBORDINATED
DEBT AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VII, L.P.
By: FLC XXXIII Partnership, L.P.
its general partner
By: /s/ Thomas H. Lister
-------------------------------------------------
Thomas H. Lister,
a general partner
Exhibit A
PRINCIPAL TERMS OF RESTRUCTURING
--------------------------------
The following is a description of the principal terms for the restructuring
of the Company:
1. The Company will (A) sell its directory publishing business to
either (i) Forstmann Little & Co. or its affiliates for a cash
purchase price of at least $535,000,000 or (ii) such other person
that submits a higher and better all cash offer and (B) use (i)
the first $535,000,000 of the gross cash proceeds of such sale and
(ii) at the Company's option, use the gross cash proceeds in
excess of $560,000,000 to redeem the outstanding Indenture Debt;
2. The FL Standby Purchase Agreement shall not provide for any
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break-up fee or any expense reimbursement in favor of the
purchaser;
3. In the event that the Restructuring is consummated through the
Out-of-Court Alternative, the Indentures governing the Indenture
Debt will be amended to remove all lien, indebtedness and
restrictive subsidiary agreements restrictions;
4. The outstanding shares of Series A Preferred Stock, Series D
Preferred Stock and Series E Preferred Stock and existing common
stock of the Borrower will be converted to common stock (the "New
Common Stock").
5. Forstmann Little & Co. ("Forstmann Little") and its affiliates
will make a $100,000,000 all cash investment in a new series of
preferred stock of the restructured Company, $25,000,000 of such
investment will be used to pay the Borrower's Indenture Debt,
$35,000,000 of such investment will be used to prepay the Term
Borrowings and $40,000,000 of such investment will be retained by
the Borrower and used for general corporate purposes, including
capital expenditures. Such preferred stock shall be mandatorily
convertible into common stock of the Company within 60 days of the
issuance thereof;
6. The Borrower may implement the Restructuring either out-of-court
through an exchange offer for the Indenture Debt and the
Borrower's Series A, D and E Preferred Stock or in-court through a
proceeding under Chapter 11 of the United States Bankruptcy Code,
which in either case shall be consummated on or prior to August 1,
2002;
7. If the Restructuring is accomplished through the In-Court
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Alternative, the plan of reorganization for the Restructuring
shall be confirmed on or prior to August 1, 2002 and shall provide
that the liens and claims of the Lenders under the Credit
Agreement will be unimpaired within the meaning of Section 1124 of
the Bankruptcy Code;
8. The Company will redeem at least 95% of its outstanding Indenture
Debt for (i) cash in the amount of $560,000,000; (ii) common
equity of the restructured Borrower in an amount acceptable to the
Arrangers; and (iii) at the Borrower's discretion, the excess, if
any, of the gross sales proceeds received by the Borrower in the
sale of its directory publishing business over $560,000,000; and
9. Upon consummation of the Restructuring, (i) Forstmann Little and
its affiliates will be entitled to at least two representatives on
the restructured Borrower's Board of Directors; (ii) Forstmann
Little and its affiliates will own common stock and warrants of
the restructured Borrower in an amount representing approximately
40% of the equity ownership of the restructured Borrower; and
(iii) Theodore J. Forstmann will be chairman of the Executive
Committee of the restructured Borrower.
The Company shall be entitled to amend the terms of this Exhibit A without
the consent of Forstmann Little provided that the terms of the amended
Exhibit A do not materially deviate from the terms set forth above.
ANNEX
DEFINITIONS
"Arrangers" means JPMorgan Chase Bank, Bank of America,
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N.A. and Citicorp USA, Inc.
"FL Standby Purchase Agreement" means the standby
purchase agreement entered into among Forstmann Little, certain of its
affiliates and the Borrower on or about the Third Amendment Effective Date
and each other agreement, document, certificate or instrument delivered or
to be delivered in connection therewith, pursuant to which Forstmann Little
or any of such affiliates will, in the event that the Borrower has not
received and accepted a higher and better all cash offer for the sale of
the Publishing Assets on or prior to the Restructuring Date, purchase the
Publishing Assets for cash consideration of $535,000,000 on or prior to the
Restructuring Date.
"FL New Preferred Stock Purchase Agreement" means the
stock purchase agreement entered into among Forstmann Little, certain of
its affiliates and the Borrower on or about the Third Amendment Effective
Date and each other agreement, document, certificate or instrument
delivered or to be delivered in connection therewith, pursuant to which
Forstmann Little and such affiliates will make an investment in a new
series of preferred stock (the "New Preferred Stock") of the restructured
Borrower as described in Exhibit A.
"Forstmann Little" is defined in Exhibit A.
"Indenture Debt" means the outstanding Indebtedness of
the Borrower under the Indentures.
"New Common Stock" is defined in Exhibit A.
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