AMENDMENT TO
REVOLVING CREDIT AND GUARANTY AGREEMENT
AMENDMENT dated as of December 15, 2005 (the "Amendment") to
the REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of November 1, 2005 (as
in effect immediately prior to the effectiveness of this Amendment, the "Credit
Agreement"), among MCLEODUSA INCORPORATED, a Delaware corporation (the
"Borrower"), a debtor and debtor-in-possession in a case pending under Chapter
11 of the Bankruptcy Code, and the subsidiaries of the Borrower signatory
thereto (each a "Guarantor" and collectively the "Guarantors"), each of which
Guarantors is a debtor and debtor-in-possession in a case pending under Chapter
11 of the Bankruptcy Code, JPMORGAN CHASE BANK, N.A., a national banking
association ("JPMCB"), each of the other financial institutions from time to
time party thereto (together with JPMCB, the "Lenders") and JPMORGAN CHASE
BANK, N.A., as administrative agent (in such capacity, the "Agent") for the
Lenders.
W I T N E S S E T H:
WHEREAS, the parties hereto desire to amend certain provisions of the
Credit Agreement as set forth herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1 Defined Terms. Unless otherwise specifically defined herein, each
capitalized term used herein which is defined in the Credit Agreement shall
have the meaning assigned to such term in the Credit Agreement.
2. Increase in Letter of Credit Sub-Limit. Section 2.03(a)(i) of the
Credit Agreement is amended to read in its entirety as follows: "(i) the
aggregate Letter of Credit Outstandings shall exceed $23,400,000".
3. Counterparts; Effectiveness. (a) This Amendment may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and the
same instrument. This Amendment shall become effective on the date on which the
Agent shall have received counterparts of this Amendment duly executed by the
Borrower, the Guarantors and the Required Lenders.
4. Governing Law. This Amendment shall be governed by, and construed
in accordance with, the laws of the State of New York.
5. Miscellaneous. This Amendment shall be limited precisely as written
and shall not be deemed (a) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition of the Credit Agreement (and all
such terms and conditions shall remain in full force and effect and are hereby
ratified and affirmed) or any of the instruments or agreements referred to
therein or (b) to prejudice any right or rights which the Agent or the Lenders
may now have or have in the future under or in connection with the Credit
Agreement or any of the instruments or agreements referred to therein. Whenever
the Credit Agreement is referred to in the Credit Agreement or any of the
instruments, agreements or other documents or papers executed or delivered in
connection therewith, such reference shall be deemed to mean the Credit
Agreement as modified by this Amendment.
[SIGNATURE PAGES TO FOLLOW]
Signature Page to Amendment
to Revolving Credit and Guaranty Agreement
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the day and the year first written.
BORROWER:
MCLEODUSA INCORPORATED
By: /s/ Joseph Ceryanec
--------------------------------------
Title: Acting CFO
GUARANTORS:
MCLEODUSA HOLDINGS, INC.
MCLEODUSA INFORMATION SERVICES, INC.
MCLEODUSA NETWORK SERVICES, INC.
MCLEODUSA PURCHASING, L.L.C.
MCLEODUSA TELECOMMUNICATIONS SERVICES,
INC.
By: /s/ Joseph Ceryanec
--------------------------------------
Title: Acting CFO
AGENT AND LENDERS:
JPMORGAN CHASE BANK, N.A.
Individually and as Agent
By: /s/ Susan E. Atkins
-------------------------------------
Title: Managing Director
FIDELITY ADVISOR SERIES II:
FIDELITY ADVISOR HIGH INCOME
ADVANTAGE FUND
By: /s/ John H. Costello
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Title: Assistant Treasurer
JEFFERIES & CO. INC.
By: /s/ Dan Stanley
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Title: Senior Vice President
JEFFERIES PARTNERS OPPORTUNITY
FUND, LLC
By: /s/ Dan Stanley
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Title: CFO
JEFFERIES PARTNERS OPPORTUNITY
FUND II, LLC
By: /s/ Dan Stanley
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Title: CFO
JEFFERIES EMPLOYEES OPPORTUNITY
FUND, LLC
By: /s/ Dan Stanley
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Title: CFO
WAYLAND DISTRESSED OPPORTUNITIES
FUND I-B, LLC
By: Wayzata Investment Partners LLC, its Manager
By: /s/ John D. McEvoy
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Title: Authorized Signatory
WAYLAND DISTRESSED OPPORTUNITIES
FUND I-C, LLC
By: Wayzata Investment Partners LLC, its Manager
By: /s/ John D. McEvoy
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Title: Authorized Signatory