EXHIBIT 2.2
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
This First Amendment ("Amendment") to the Stock Purchase
Agreement, dated as of January 19, 2002 (the "Stock Purchase Agreement") is
entered into as of April 16, 2002 by and among McLeodUSA Holdings, Inc., a
Delaware corporation ("Seller"), Yell Group Limited, a corporation
organized under the laws of England and Wales ("Yell"), McLeodUSA
Incorporated, a Delaware corporation ("Parent") and Yellow Book/McLeod
Holdings, Inc., a Delaware limited liability company ("Yellow Book").
Capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed to such terms in the Stock Purchase Agreement.
WHEREAS, Seller, Yell and Parent entered into the Stock
Purchase Agreement, wherein Seller agreed to sell, assign, convey and to
Yell and Yell agreed to purchase, acquire and accept from Seller certain
Shares;
WHEREAS, Yell and Yellow Book entered into an Assignment
and Assumption Agreement, dated as of April 16, 2002, whereby Yell assigned
all of its right, title and interest to Yellow Book, and Yellow Book
assumed all obligations of Yell under the Stock Purchase Agreement; and
WHEREAS, the parties hereto desire to amend the Stock
Purchase Agreement as set forth herein to reflect certain additional
understandings between the parties with respect to the transactions
contemplated by the Stock Purchase Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows:
1. Cancellation of Intercompany Accounts. Immediately prior to the
Closing, all intercompany accounts by and among the Company or it
Subsidiaries, on the one hand, and the Parent or its affiliates
(other than the Company and its subsidiaries), on the other hand,
shall be cancelled pursuant to the Distribution, Contribution and
Cancellation Agreement, a form of which is attached hereto as
Exhibit A.
2. Schedules. The Disclosure Schedule shall be amended as set forth
on Exhibit B. Such amendments shall be deemed to have been
included in the Disclosure Schedule as of January 19, 2002 and
shall not give rise to (1) any claim on the part of Yellow Book or
any of its affiliates that any provision of the Stock Purchase
Agreement has been breached or (2) any basis to assert that any
condition to the to the Closing of the transactions contemplated
by the Stock Purchase Agreement has not been satisfied.
3. Kirkwood. As soon as is reasonably practicable, Buyer or one of
its subsidiaries shall replace McLeodUSA Publishing Company,
Inc.'s ("Pubco") existing surety bond in favor of Kirkwood
Kirkwood Community College ("Kirkwood") with a new surety bond (it
being understand that the parties currently expect such actions to
be taken prior to May 31, 2002). From and after the Closing, Buyer
shall indemnify and hold harmless Parent and its affiliates in
connection with Pubco's arrangements with Kirkwood.
4. Counterparts. This Amendment may be executed in multiple
counterparts, all of which shall together be considered one and
the same agreement.
5. Governing Law. This Amendment shall be governed and construed in
accordance with the laws of the State of Delaware applicable to
contracts to be made and performed entirely therein without giving
effect to the principles of conflicts of law thereof or of any
other jurisdiction.
6. Headings. Headings of this Amendment are for convenience of the
parties only, and shall be given no substantive or interpretative
effect whatsoever.
7. Other Terms and Conditions. Except as otherwise provided herein,
all terms and conditions of the Stock Purchase Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be signed as of the date first written above.
McLEODUSA HOLDINGS, INC.
By:/s/ Randall Rings
-----------------
Name:
Title:
McLEODUSA INCORPORATED
By:/s/ Randall Rings
-----------------
Name:
Title:
YELLOW BOOK/MCLEOD
HOLDINGS, INC.
By:/s/ James Haddad
----------------
Name:
Title:
YELL GROUP LIMITED
By:/s/ John Condron
----------------
Name:
Title:
Exhibit A--Distribution, Contribution and Cancellation Agreement
Exhibit B-Scheduled Items
*Exhibits to the Stock Purchase Agreement are not being filed herewith. The
Registrant undertakes to furnish supplementally a copy of any omitted
exhibit to the Commission upon request, pursuant to Item 601(b)(2) of
Regulation S-K.