<PAGE>

                                                                   Exhibit 10.31

                          SECOND AMENDED AND RESTATED
                           SECURITYHOLDERS AGREEMENT
                           -------------------------


          THIS SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this
"Agreement") is made as of November 23, 1999, by and among CompleTel LLC
----------
(formerly known as CableTel Europe LLC), a Delaware limited liability company
(the "Company"), and Madison Dearborn Capital Partners II, L.P., ("MDCP"),
      -------                                                      ----
DeGeorge Holdings Limited Partnership ("DeGeorge Holdings"), Meritage Private
                                        -----------------
Equity Fund, L.P. ("Meritage"), James C. Allen ("Allen"), Royce J. Holland
                    --------                     -----
("Holland"), George T. Laub ("Laub"), Reed E. Hundt ("Hundt"), Emile Karafiol
---------                     ----                    -----
("Karafiol"), William S. Kirsch ("Kirsch"), Northwestern University
----------                        ------
("Northwestern"), Silver Cross Investors LLC ("SCI"), Dovey Company LLC ("Dovey
--------------                                 ---                        -----
LLC"), William H. Pearson ("Pearson"), Haj LLC ("Pearson LLC #2"), Clevenger
---                         -------              --------------
Company LLC ("Clevenger LLC"), David E. Lacey ("Lacey"), and the other Persons
              -------------                     -----
listed as Securityholders on the signature pages hereto (collectively, the
"Securityholders").  MDCP, DeGeorge Holdings, Meritage, Allen, Holland, Laub,
----------------
Hundt, Karafiol, Kirsch, Northwestern, and SCI are referred to herein
collectively as the "Investors" and individually as an "Investor."  Capitalized
                     ---------                          --------
terms used but not otherwise defined herein are defined in Section 8 hereof.

          As of May 18, 1998, the Company and MDCP, Lawrence F. DeGeorge
("DeGeorge"), James E. Dovey ("Dovey"), Pearson, and Richard N. Clevenger
----------                     -----
("Clevenger") entered into a Securityholders Agreement (the "Prior Agreement").
-----------                                                  ---------------
As of January 28, 1999, the parties (other than Meritage, Pearson LLC #2,
Karafiol, Kirsch, Northwestern, and SCI) entered into a First Amended and
Restated Securityholders Agreement (the "First Amended Agreement"), amending and
                                         -----------------------
restating the Prior Agreement in its entirety.  The parties hereto desire that,
effective as of the date hereof, the First Amended Agreement shall be amended
and revised in its entirety as set forth herein.

          NOW, THEREFORE, in consideration of the mutual promises made herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
agree as follows:

          1.   Representations and Warranties.  Each Securityholder represents
               ------------------------------
and warrants that (i) such Securityholder has full power and authority to
execute, deliver and perform its obligations under this Agreement, (ii) this
Agreement has been duly authorized, executed and delivered by such
Securityholder and constitutes the valid and binding obligation of such
Securityholder, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and limitations
on the availability of equitable remedies, and (iii) such Securityholder has not
granted a proxy and is not party to any voting trust or other agreement with
respect to any Securityholder Securities, other than this Agreement, the Equity
Purchase Agreement, and the other agreements contemplated by the exhibits
thereto.  No holder of Securityholder Securities will grant any proxy or become
party to any voting trust or other agreement which is inconsistent with,
conflicts with, or violates any provision of this Agreement.
<PAGE>

          2.   The Board.
               ---------

          (a)  Board Composition and Vacancies.  From and after the date of this
               -------------------------------
Agreement and until the provisions of this Section 2 cease to be effective, each
holder of Securityholder Securities shall vote all such holder's Securityholder
Securities and any other voting securities of the Company over which such holder
has voting control and shall take all other necessary or desirable actions
within such holder's control (whether in such holder's capacity as a
securityholder, director, representative, member of a board committee, officer
of the Company or otherwise, and including, without limitation, attendance at
meetings in person or by proxy for purposes of obtaining a quorum and execution
of written consents in lieu of meetings), and the Company shall take all
necessary or desirable actions within its control (including, without
limitation, calling special Board and securityholder meetings), so that:

               (i)  The authorized number of representatives on the Board shall
     be established and remain at eight representatives; provided that at such
                                                         --------
     time as MDCP ceases to be entitled (pursuant to Section 2(a)(ii)(A)) to
     designate four representatives to the Board, the authorized number of
     representatives on the Board shall be reduced to and thereafter remain at
     seven representatives.

               (ii) The following individuals shall be elected to the Board:

                    (A)  four representatives designated by the holders of a
          majority of the MDCP Equity held by MDCP and its Affiliates so long as
          MDCP and its Affiliates continue to hold a majority of the outstanding
          Purchaser Securities; thereafter, three representatives designated by
          the holders of a majority of the MDCP Equity held by MDCP and its
          Affiliates so long as MDCP and its Affiliates continue to hold at
          least 70% of the MDCP Equity; thereafter, two representatives
          designated by the holders of a majority of the MDCP Equity held by
          MDCP and its Affiliates so long as MDCP and its Affiliates continue to
          hold at least 55% of the MDCP Equity; and thereafter, one
          representative designated by the holders of a majority of the MDCP
          Equity held by MDCP and its Affiliates so long as MDCP and its
          Affiliates continue to hold at least 40% of the MDCP Equity (such
          representatives, the "MDCP Representatives");
                                --------------------

                    (B) two representatives designated by the holders of a
          majority of the DeGeorge Equity held by DeGeorge, his Family Group,
          and his Affiliates so long as DeGeorge, his Family Group, and his
          Affiliates continue to hold at least 70% of the DeGeorge Equity; and
          thereafter, one representative designated by the holders of a majority
          of the DeGeorge Equity held by DeGeorge, his Family Group, and his
          Affiliates so long as DeGeorge, his Family Group, and his Affiliates
          continue to hold at least 40% of the DeGeorge Equity (such
          representatives, the "DeGeorge Representatives");
                                ------------------------

                                      -2-
<PAGE>

                    (C) one member of the Company's management designated by the
          holders of a majority of the Management Equity (the "Management
                                                               ----------
          Representative"); and
          --------------

                    (D) one representative (the "Meritage Representative")
                                                 -----------------------
          designated by the holders of a majority of the Meritage Equity held by
          Meritage and its Affiliates so long as Meritage and its Affiliates
          continue to hold at least 50% of the Meritage Equity.

               (ii) Except as otherwise determined by the Board, the composition
     of the board of directors (or comparable governing body) of each of the
     Company's Subsidiaries (a "Sub Board") shall be the same as that of the
                                ---------
     Board; provided that, except as otherwise determined by the Board, if the
            --------
     laws of the jurisdiction in which a Company Subsidiary is organized
     prohibit its Sub Board from having the same board composition as prescribed
     for the Board, or if such Sub Board having such board composition would
     result in an adverse tax consequence to any representative serving thereon
     or to the Company or any of its Subsidiaries or members, (A) the authorized
     number of representatives for such Sub Board shall be the same as that of
     the Board, (B) the representative positions for such Sub Board shall be
     filled with representatives who satisfy such laws or avoid such adverse tax
     consequence, as appropriate, and who are designated by the holders entitled
     to designate the representatives serving on the Board in the same
     proportion as such representatives, to the extent practicable, and (C) if
     permitted by the laws of the jurisdiction in which such Subsidiary is
     organized and if such would not result in an adverse tax consequence to any
     representative serving on such Sub Board or to the Company or any of its
     Subsidiaries or members, the parent entity of such Subsidiary shall execute
     and maintain a "unanimous declaration of shareholders" vesting the sole
     power and authority to direct the affairs of such Subsidiary in its
     shareholders.

               (iv) Committees of the Board or a Sub Board shall be created only
     upon the approval of a majority of the members of the Board or the
     applicable Sub Board, and the composition of each such committee shall be
     determined by the Board or the applicable Sub Board.

               (v)  Any representative will be removed from the Board or a Sub
     Board, with or without cause, at the written request of the holder or
     holders entitled to designate such representative to serve on such Board or
     Sub Board, but only upon such written notice and under no other
     circumstances; provided that if any Management Representative ceases to be
                    --------
     an employee of the Company or any of its Subsidiaries, such representative
     shall be removed as a member of the Board and each Sub Board promptly after
     his or her employment ceases.

               (vi) If any representative ceases to serve as a member of the
     Board or any Sub Board during his or her term of office, the resulting
     vacancy on the Board or Sub Board shall be filled by a representative (or
     in the case of a vacant Management Representative

                                      -3-
<PAGE>

     position, a member of the Company's management) designated by the holder or
     holders entitled to designate the departing representative.

               (vii)   If any party eligible to designate a representative under
     this Section 2 fails to so designate, the individual previously holding
     such representative position shall be elected to such position, unless such
     individual has been removed as a representative or fails or declines to
     serve, in which case such vacancy shall remain until filled with a
     representative designated by the holder or holders which failed to
     designate an individual to fill such representative position.

               (viii)  If any party becomes ineligible, by virtue of the terms
     of subparagraph 2(a)(ii), to designate a representative to fill a
     representative position pursuant to such subparagraph, all rights and
     entitlements hereunder to designate (and the concomitant rights to remove,
     replace, etc.) persons to fill such position (unless such position ceases
     to exist by operation of the proviso in Section 2(a)(i)) shall thereafter
     be exercised by the holders of a majority of the Purchaser Securities then
     outstanding.

               (ix)    Each representative shall be entitled to one vote on all
     matters submitted to a vote of the Board; provided that so long as MDCP is
                                               --------
     entitled (pursuant to Section 2(a)(ii)(A)) to designate four
     representatives to the Board, one of the MDCP Representatives (which MDCP
     Representative shall be selected from among the MDCP Representatives
     present in person or by proxy for a Board vote by the MDCP Representatives
     present in person (or, if none, by proxy) for such vote) shall be entitled
     to two votes (and, during such time as an MDCP Representative is entitled
     to two votes, a "majority" of the representatives on the Board shall for
     all purposes (including determinations of the existence of a quorum or of a
     majority vote required for action by the Board) mean representatives
     entitled to cast a majority of the total votes that may be cast by all
     representatives); and provided further that at such time as MDCP ceases to
                       --------------------
     be entitled (pursuant to Section 2(a)(ii)(A)) to designate four
     representatives to the Board, each representative shall thereafter be
     entitled to only one vote on all matters submitted to a vote by the Board.

          (b) Director Expenses; Indemnity Insurance; Exculpation.  The Company
              ---------------------------------------------------
shall pay the reasonable out-of-pocket expenses incurred by each representative
in connection with attending the meetings of the Board, any Sub Board and/or any
committee thereof. So long as any representative designated under this Agreement
serves on the Board and for five years thereafter, the Company shall maintain
directors and officers indemnity insurance coverage satisfactory to the Board at
the time such insurance is first obtained and not thereafter reduced in amount
or coverage, and the LLC Agreement (or the Company's other organizational
documents, as appropriate) shall provide for indemnification and exculpation of
representatives to the fullest extent permitted under applicable law.

          (c) Attendance Right.  If at any time MDCP, DeGeorge, or Meritage
              ----------------
fails for any reason, or becomes ineligible, to designate any representatives
pursuant to this Section 2, then so long as such Investor together with its
Affiliates (and in the case of DeGeorge, Family Group) continues to hold at
least 10% of the MDCP Equity, DeGeorge Equity, or Meritage Equity, as

                                      -4-
<PAGE>

appropriate, the Company shall (i) permit an individual selected by such
Investor to attend as a non-voting observer (or, in the case of a telephonic
conference, listener) all meetings of the Board, any Sub Board, or any
committees thereof, (ii) provide such individual with all written materials and
other information (including, without limitation, copies of meeting minutes and
notices of future meetings) given to representatives in connection with such
meetings at the same time such materials and information are given to the
representatives, and (iii) pay the reasonable out-of-pocket expenses incurred by
such individual in connection with attending such meetings.

          (d)  Termination.  The provisions of this Section 2 shall terminate
               -----------
automatically and be of no further force and effect upon the consummation of a
Sale of the Company; provided that the requirements of the second sentence of
                     --------
Section 2(b) shall continue in full force for the time periods referenced
therein.

          3.   Restrictions on Transfer of Executive Securities.  Each holder of
               ------------------------------------------------
Executive Securities accepts, acknowledges, and agrees that the Executive
Securities held by such Person and its transferees are subject to significant
restrictions on transfer, repurchase options, and certain other agreements set
forth in the Executive Securities Agreement to which such Person is a party.

          4.   Restrictions on Transfer of Purchaser Securities.
               ------------------------------------------------

          (a)  Retention of Purchaser Securities.
               ---------------------------------

               (i)    [Intentionally Omitted].
                       ---------------------

               (ii)   No holder of Purchaser Securities (other than Investor
     Securities) shall sell, transfer, assign, pledge, or otherwise dispose of
     (whether with or without consideration and whether voluntarily or
     involuntarily or by operation of law) any interest in any Purchaser
     Securities (a "Transfer") at any time prior to the second anniversary of
                    --------
     the date of the Prior Agreement, except pursuant to (A) a Sale of the
     Company, (B) a Permitted Transfer (as defined below), (C) the repurchase
     provisions set forth in the Equity Purchase Agreement, or (D) the
     forfeiture provisions set forth in the Performance Vesting Agreement.

               (iii)  No holder of Purchaser Securities shall Transfer any
     Purchaser Securities (or, in the case of a holder of Purchaser Securities
     other than Investor Securities, Transfer any Purchaser Securities at any
     time after the expiration of the applicable time period set forth in
     subparagraph 4(a)(ii) above), except pursuant to (A) a Sale of the Company,
     (B) a Public Sale, (C) a Permitted Transfer (as defined below), (D) the
     repurchase provisions or the put rights provisions set forth in the Equity
     Purchase Agreement, (E) the forfeiture provisions set forth in the
     Performance Vesting Agreement, or (F) the provisions of paragraphs 4(b) and
     4(c) hereof.

          (b)  First Refusal Rights.
               --------------------

               (i)    At least 30 days prior to any Transfer of Purchaser
     Securities (except pursuant to (A) a Sale of the Company, (B) a Public
     Sale, (C) a Permitted Transfer (as

                                      -5-
<PAGE>

     defined below), (D) the repurchase provisions or the put rights provisions
     set forth in the Equity Purchase Agreement, or (E) the forfeiture
     provisions set forth in the Performance Vesting Agreement), the
     Securityholder desiring to make such Transfer (the "Transferring
                                                         ------------
     Securityholder") shall deliver a written notice (the "Offer Notice") to
     --------------                                        ------------
     each other Securityholder, specifying in reasonable detail the identity of
     the prospective transferee(s), the number and type of Purchaser Securities
     to be transferred (the "Offered Securities") and the price and other terms
                             ------------------
     and conditions of the proposed Transfer. The Transferring Securityholder
     shall not consummate such proposed Transfer until at least 30 days after
     the delivery of the Offer Notice, unless the parties to the Transfer have
     been finally determined pursuant to this Section 4 prior to the expiration
     of such 30-day period (the date of the first to occur of such final
     determination or such expiration is referred to herein as the
     "Authorization Date").
      ------------------

               (ii)   Each holder of Purchaser Securities may elect to purchase
     all (but not less than all) of such holder's Pro Rata Share (as defined
     below) of the Offered Securities at the price and on the other terms set
     forth in the Offer Notice, by delivering written notice of such election to
     the Transferring Securityholder within 20 days after delivery of the Offer
     Notice. Any Offered Securities not elected to be purchased by the end of
     such 20-day period shall during the immediately following 10-day period be
     reoffered by the Transferring Securityholder on a pro rata basis to the
     holders of Purchaser Securities who have elected to purchase their Pro Rata
     Share, and so on until the holders of Purchaser Securities have elected to
     purchase all of the Offered Securities or no holders of Purchaser
     Securities desire to elect to purchase any remaining reoffered Offered
     Securities. For purposes of this paragraph, the "Pro Rata Share" of each
                                                      --------------
     holder of Purchaser Securities shall be equal to the quotient of (x) the
     number of Purchaser Securities then held by such holder, divided by (y) the
                                                              ----------
     aggregate number of Purchaser Securities then held by all holders of
     Purchaser Securities (other than the Transferring Securityholder).

               (iii)  If the holders of Purchaser Securities have elected to
     purchase all of the Offered Shares from the Transferring Securityholder,
     such purchase shall be consummated as soon as practicable after the
     delivery of the election notice(s) to the Transferring Securityholder, but
     in any event within 30 days after the Authorization Date. Notwithstanding
     any other provision hereof, if the sale price, or any portion thereof, for
     the Offered Securities is not payable in the form of cash at closing or
     cash payable on a defined basis (such as pursuant to simple promissory
     notes issued by the prospective purchaser described in the Offer Notice),
     each holder of Investor Securities electing to purchase Offered Securities
     pursuant to this paragraph shall be required to pay only such portion, if
     any, of the sale price described in the Offer Notice as consists of such
     cash or cash-payable consideration, and delivery of such consideration to
     the Transferring Securityholder shall be payment in full for such Offered
     Securities.

               (iv)   If the holders of Purchaser Securities do not elect, in
     the aggregate, to purchase all of the Offered Securities from the
     Transferring Securityholder, all elections to purchase such Offered
     Securities shall be null and void, and the Transferring Securityholder
     shall have the right, within the 90 days following the Authorization Date
     and subject to the

                                      -6-
<PAGE>

     provisions of subparagraph 4(c) below, to transfer such Offered Securities
     to the transferee(s) specified in the Offer Notice in the amounts specified
     in the Offer Notice at a price not less than the price per security
     specified in the Offer Notice and on other terms no more favorable to the
     transferee(s) thereof than specified in the Offer Notice. Any Purchaser
     Securities not so transferred within such 90-day period shall be reoffered
     to the holders of Purchaser Securities pursuant to this paragraph 4(b)
     prior to any subsequent Transfer.

          (c)  Participation Rights.
               --------------------

               (i)  Any holder of Purchaser Securities or Fully Vested
     Securities who is not purchasing any Offered Securities pursuant to
     paragraph 4(b) above may elect to participate (as set forth herein) in any
     sale of Offered Securities pursuant to subparagraph 4(b)(iv) above (and
     only in sales pursuant to such subparagraph) at the Equivalent Price (as
     defined below) and on substantially the same terms applicable to the
     Transferring Securityholder by giving written notice of such election to
     the Transferring Securityholder within 30 days after delivery of the Offer
     Notice.

               (ii) Each holder of Fully Vested Securities electing to
     participate in such Transfer shall be entitled to sell in the contemplated
     Transfer a number of Fully Vested Securities equal to the product of (A)
     the number of Fully Vested Securities held by such holder, times (B) a
                                                                -----
     fraction, the numerator of which is the number of Offered Securities
     proposed to be sold in such contemplated Transfer, and the denominator of
     which is the aggregate number of Purchaser Securities and Executive
     Securities (other than Un-Performance-Vested Securities) then outstanding.
     Each holder of Purchaser Securities electing to participate in such
     Transfer shall be entitled to sell in the contemplated Transfer a number of
     Purchaser Securities equal to the product of (x) the difference of the
     number of Offered Securities proposed to be sold in the contemplated
     Transfer minus the number of Fully Vested Securities to be included in such
              -----
     Transfer by all holders of Fully Vested Securities electing to participate
     in such Transfer (calculated pursuant to the immediately preceding
     sentence), times (y) a fraction, the numerator of which is the number of
                -----
     Purchaser Securities held by such holder, and the denominator of which is
     the aggregate number of Purchaser Securities held by the Transferring
     Securityholder and all other Securityholders electing to participate in
     such Transfer.

               (iii)  Each Transferring Securityholder shall use best efforts to
     obtain the agreement of the prospective transferee(s) to the participation
     of each electing Securityholder and to the inclusion of the Purchaser
     Securities and/or Fully Vested Securities which each such Securityholder
     has the right to, and has elected to, include in the contemplated Transfer.
     No Transferring Securityholder shall transfer any of its Purchaser
     Securities to any prospective transferee(s) unless (A) such prospective
     transferee(s) agree to allow the participation of all electing
     Securityholders and to the inclusion in such Transfer of the Purchaser
     Securities and/or Fully Vested Securities which such holders have the right
     to, and have elected to, include, or (B) the Transferring Securityholder
     purchases from each electing Securityholder the same number of securities
     (at the same price and on the same terms) that

                                      -7-
<PAGE>

     such participating Securityholder would have been entitled to sell had the
     prospective transferee(s) so agreed.

               (iv)  Each Securityholder transferring securities pursuant to
     this paragraph 4(c) shall pay its pro rata share (based on the number of
     Securityholder Securities to be transferred by such Securityholder) of the
     expenses incurred by the Securityholders in connection with such transfer
     and shall be obligated to participate severally on a pro rata basis (based
     on the number of Securityholder Securities to be sold) in any
     indemnification or other obligations that the Transferring Securityholder
     agrees to provide in connection with such transfer (other than any such
     obligations that relate solely to a particular Securityholder, such as
     indemnification with respect to representations and warranties given by a
     Securityholder regarding such Securityholder's title to and ownership of
     Securityholder Securities, in respect of which only such Securityholder
     shall be liable); provided that no holder shall be obligated in connection
                       --------
     with such indemnification or other obligations with respect to an amount in
     excess of the net cash proceeds paid to such holder in connection with such
     Transfer.

          (d) Definitions.  For purposes of this Section 4, the following terms
              -----------
shall have the meanings set forth below:

          "Equivalent Price," as to any particular security shall mean (i) with
           ----------------
respect to any security of the same class of securities as any Offered
Securities being transferred by the Transferring Securityholder, the price
specified in the Offer Notice to be paid to the Transferring Securityholder for
each security of such class, (ii) with respect to any other security, the fair
value of such security (as based upon, or implied by, the price specified in the
Offer Notice to be paid to the Transferring Securityholder(s) for the type and
class of Offered Securities to be transferred in the contemplated Transfer) as
agreed upon by the Transferring Securityholder and the holders of a majority of
the Securityholder Securities electing to be included in such Transfer (or if
such Persons cannot reach agreement, as determined by an appraiser or investment
banker mutually agreeable to such Persons).

          "Permitted Transfer" shall mean any transfer of Purchaser Securities
           ------------------
(i) in the case of any Securityholder that is an Investor, (A) to an Affiliate
of the transferor or (B) to any Person acquiring all or substantially all of the
transferor's portfolio investments, and (ii) in the case of an Executive,
pursuant to applicable laws of descent and distribution or among such Person's
Family Group (as defined in the Executive Securities Agreements); provided that
                                                                  --------
in each case the restrictions contained herein shall continue to be applicable
to such Purchaser Securities after any such Permitted Transfer, and the
transferee(s) of such Purchaser Securities shall have agreed in writing to be
bound by the provisions of this Agreement and the related agreements
contemplated hereby with respect to the Purchaser Securities so transferred.

          (e)  Termination of Restrictions.  The provisions of this Section 4
               ---------------------------
shall continue to apply to each Purchaser Security (and shall survive any
transfer thereof) until the earliest to occur of (A) the date on which such
Purchaser Security has been transferred in a Public Sale, pursuant to the
repurchase provisions or the put rights provisions of the Equity Purchase
Agreement, or pursuant

                                      -8-
<PAGE>

to the forfeiture provisions of the Performance Vesting Agreement, (B) a Sale of
the Company, or (C) the consummation of a Public Offering.

          5.   Sale of the Company; Initial Public Offering.
               --------------------------------------------

          (a)  Securityholders' Sale of the Company Obligation.  If at any time
               -----------------------------------------------
the holders of a majority of the Purchaser Securities then outstanding approve a
Sale of the Company (an "Approved Sale"), each holder of Securityholder
                         -------------
Securities shall vote for, consent to and raise no objections against such
Approved Sale.  If the Approved Sale is structured as a sale of equity, each
such holder of Securityholder Securities shall agree to sell all of such
holder's Securityholder Securities on the terms and conditions approved by the
holders of a majority of the Purchaser Securities then outstanding.  Each holder
of Securityholder Securities shall be obligated to join on a pro rata basis
(based on the number of Securityholder Securities to be sold) in any
indemnification or other obligations that the sellers of Securityholder
Securities are required to provide in connection with the Approved Sale (other
than any such obligations that relate solely to a particular Securityholder,
such as indemnification with respect to representations and warranties given by
a Securityholder regarding such Securityholder's title to and ownership of
Securityholder Securities, in respect of which only such Securityholder shall be
liable); provided that no holder shall be obligated in connection with such
         --------
indemnification or other obligations with respect to an amount in excess of the
consideration received by such holder in connection with such transfer.  Each
holder of Securityholder Securities shall take all other necessary or desirable
actions in connection with the consummation of the Approved Sale as requested by
the Company.

          (b)  Conditions to Sale of the Company Obligation.  The obligations of
               --------------------------------------------
each holder of Securityholder Securities to approve or participate in any
Approved Sale are subject to the satisfaction of the following conditions: (i)
upon the consummation of the Approved Sale, each holder of a class of the
Company's capital stock shall receive the same form of consideration and the
same amount of consideration for each share of such class of capital stock to be
sold in such Approved Sale, and (ii) if any holders of a class of the Company's
capital stock are given an option as to the form and amount of consideration to
be received, each holder of such class of capital stock shall be given the same
option.

          (c)  Initial Public Offering.  In the event that the holders of a
               -----------------------
majority of the Purchaser Securities then outstanding approve an initial Public
Offering, each holder of Securityholder Securities shall vote for, consent to
and raise no objections against such proposed Public Offering, and shall take
all such other necessary or desirable actions in connection with the
consummation of the Public Offering as reasonably requested by the Company.

          (d)  Termination.  The provisions of this paragraph 5 shall terminate
               -----------
upon the completion of a Sale of the Company.

          (e)  Dissenters Rights.  Notwithstanding anything in this paragraph 5
               -----------------
to the contrary, each holder of Securityholder Securities shall have the right
to exercise such holder's rights under Section 18-210 of the Act (entitled
"Contractual Appraisal Rights") with respect to a Sale of the Company.

                                      -9-
<PAGE>

          6.   Restrictive Legend.  Each certificate evidencing Securityholder
               ------------------
Securities and each certificate issued in exchange for or upon the transfer of
any Securityholder Securities (if such securities remain Securityholder
Securities after such transfer) shall be stamped or otherwise imprinted with a
legend in substantially the following form:

          "The securities represented by this certificate are subject to a
          voting agreement, restrictions on transfer, and certain other
          agreements set forth in a Second Amended and Restated Securityholders
          Agreement dated as of November 23, 1999, among the issuer of such
          securities (the "Issuer") and certain of the Issuer's securityholders,
          as amended and modified from time to time.  A copy of such
          Securityholders Agreement shall be furnished without charge by the
          Issuer to the holder hereof upon written request."

The Company shall imprint such legend on certificates evidencing Securityholder
Securities outstanding as of the date hereof.  The legend set forth above shall
be removed from the certificates evidencing any securities which cease to be
Securityholder Securities in accordance with the definition of such term herein.

          7.   Execution of this Agreement by Transferees.  Prior to
               ------------------------------------------
transferring any Securityholder Securities to any Person (other than pursuant to
a Public Sale, a Sale of the Company, the put rights provisions of the Equity
Purchase Agreement, the repurchase provisions set forth in the Equity Purchase
Agreement or any Executive Securities Agreement, or the forfeiture provisions of
the Performance Vesting Agreement), the transferring Securityholder(s) shall
cause the prospective transferee(s) to be bound by this Agreement and to execute
and deliver to the Company and the other Securityholders a counterpart of this
Agreement.

          8.   Definitions.
               -----------

          "Act" means the Delaware Limited Liability Company Act, 6 Del.L. (S)
           ---
18-101, et seq., as it may be amended from time to time, and any successor
        -------
thereto.

          "Allen" has the meaning set forth with respect thereto in the
           -----
preamble.

          "Affiliate" of any particular Person means (i) any other Person
           ---------
controlling, controlled by or under common control with such particular Person,
where "control" means the possession, directly or indirectly, of the power to
direct the management and policies of a Person whether through the ownership of
voting securities, contract or otherwise, and (ii) if such Person (other than
the Company) is a partnership, the partners thereof.

          "Authorization Date" has the meaning set forth with respect thereto in
           ------------------
Section 4(b)(i).

          "Agreement" has the meaning set forth with respect thereto in the
           ---------
preamble.

                                      -10-
<PAGE>

          "Board" means the board of managers of the Company or, if the Company
           -----
is hereafter converted into a corporation or other entity form, the board of
directors or comparable governing body of the Company.

          "Class A Senior Units" means the Class A Senior Units of the Company,
           --------------------
having the rights and preferences set forth with respect thereto in the LLC
Agreement.

          "Class B Senior Units" means the Class B Senior Units of the Company,
           --------------------
having the rights and preferences set forth with respect thereto in the LLC
Agreement.

          "Clevenger" has the meaning set forth with respect thereto in the
           ---------
preamble.

          "Clevenger LLC" has the meaning set forth with respect thereto in the
           -------------
preamble.

          "Common Units" means the Common Units of the Company, having the
           ------------
rights and preferences set forth with respect thereto in the LLC Agreement.

          "Company" has the meaning set forth with respect thereto in the
           -------
preamble.

          "DeGeorge" has the meaning set forth with respect thereto in the
           --------
preamble.

          "DeGeorge Holdings" has the meaning set forth with respect thereto in
           -----------------
the preamble.

          "DeGeorge Equity" means (i) the Preferred Units issued to DeGeorge
           ---------------
pursuant to the Equity Purchase Agreement, (ii) any Common Units issued upon
conversion of the Preferred Units referred to in clause (i), and (iii) any
securities issued directly or indirectly with respect to any of the foregoing
securities by way of a stock split, stock dividend, or other division of
securities, or in connection with a combination of securities, recapitalization,
merger, consolidation, or other reorganization, or upon conversion or exercise
of any of the foregoing securities; provided that DeGeorge Equity shall in no
                                    --------
event include any Senior Units.  As to any particular securities constituting
DeGeorge Equity, such securities shall cease to be DeGeorge Equity when they
have been (a) effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering them, (b) distributed to the
public through a broker, dealer or market maker pursuant to Rule 144 under the
Securities Act (or any similar provision then in force), or (c) repurchased or
otherwise acquired by the Company (or its assignees) or forfeited pursuant to
the terms of the Performance Vesting Agreement.  Any reference herein to a
"majority of the DeGeorge Equity" or the "number of securities constituting
DeGeorge Equity" for purposes of comparison shall refer, with respect to any
particular securities constituting DeGeorge Equity, to the number of Common
Units (or equivalent common equity securities of the Company) then represented
by such DeGeorge Equity (on a fully diluted, as-if-converted basis).

          "DeGeorge Representative" has the meaning set forth with respect
           -----------------------
thereto in Section 2(a).

          "Dovey" has the meaning set forth with respect thereto in the
           -----
preamble.

                                      -11-
<PAGE>

          "Dovey LLC" has the meaning set forth with respect thereto in the
           ---------
preamble.

          "Equity Purchase Agreement" means that certain Second Amended and
           -------------------------
Restated Equity Purchase Agreement dated as of the date hereof, by and among the
Company, the Investors and the other Persons listed on the signature pages
thereto, as amended from time to time in accordance with its terms.

          "Equivalent Price" has the meaning set forth with respect thereto in
           ----------------
Section 4(d).

          "Executive" means each employee of the Company and its Subsidiaries
           ---------
issued Common Units of the Company pursuant to an Executive Securities
Agreement.

          "Executive Securities" has the meaning set forth with respect thereto
           --------------------
in the Equity Purchase Agreement.

          "Executive Securities Agreements" has the meaning set forth with
           -------------------------------
respect thereto in the Equity Purchase Agreement.

          "Family Group" (i) as to DeGeorge, means DeGeorge's spouse, siblings
           ------------
and descendants (whether natural or adopted) and any of such descendants'
spouses, any trust which is and remains solely for the benefit of DeGeorge
and/or DeGeorge's spouse, siblings, and/or descendants and/or such descendants'
spouses, and any family partnership the partners of which consist solely of
DeGeorge, such spouse, such siblings, such descendants, such descendants'
spouses, and/or such trusts; and (ii) as to any Executive, has the meaning set
forth in such Executive's Executive Securities Agreement.

          "First Amended Agreement" has the meaning set forth with respect
           -----------------------
thereto in the preamble.

          "Fully Vested Securities" means Executive Securities as of the date of
           -----------------------
any determination to be made hereunder (and after giving effect to any vesting
which would occur under the Performance Vesting Agreement with respect to any
sale of securities on such date) which both (A) have time vested pursuant to the
provisions of the Executive Securities Agreements and (B) are not Un-
                                                  ---
Performance-Vested Securities.

          "Holland" has the meaning set forth with respect thereto in the
           -------
preamble.

          "Hundt" has the meaning set forth with respect thereto in the
           -----
preamble.

          "Investor" and "Investors" have the meanings set forth with respect
           --------       ---------
thereto in the preamble.

          "Investor Securities" means (i) the Preferred Units issued to the
           -------------------
Investors under the Equity Purchase Agreement, (ii) any Common Units issued upon
conversion of the Preferred Units referred to in clause (i), and (iii) any
securities issued directly or indirectly with respect to any of the

                                      -12-
<PAGE>

foregoing securities by way of a stock split, stock dividend, or other division
of securities, or in connection with a combination of securities,
recapitalization, merger, consolidation, or other reorganization, or upon
conversion or exercise of any of the foregoing securities; provided that
                                                           --------
Investor Securities shall in no event include any Senior Units. As to any
particular securities constituting Investor Securities, such securities shall
cease to be Investor Securities when they have been (a) effectively registered
under the Securities Act and disposed of in accordance with the registration
statement covering them, (b) distributed to the public through a broker, dealer
or market maker pursuant to Rule 144 under the Securities Act (or any similar
provision then in force) or (c) repurchased or otherwise acquired by the Company
(or its assignees) or forfeited pursuant to the terms of the Performance Vesting
Agreement. Any reference herein to a "majority of the Investor Securities" or
the "number of Investor Securities" for purposes of comparison shall refer, with
respect to any particular Investor Securities, to the number of Common Units (or
equivalent common equity securities of the Company) then represented by such
Investor Securities (on a fully diluted, as-if-converted basis).

          "Karafiol" has the meaning set forth with respect thereto in the
           --------
preamble.

          "Key Employee" means any management or other key employee of the
           ------------
Company or any of its Subsidiaries.

          "Kirsch" has the meaning set forth with respect thereto in the
           ------
preamble.

          "Lacey" has the meaning set forth with respect thereto in the
           -----
preamble.

          "Laub" has the meaning set forth with respect thereto in the preamble.
           ----

          "LLC Agreement" means that certain limited liability company agreement
           -------------
governing the affairs of the Company, entered into by and among the Investors,
the Executives, and the other holders of unit membership interests in the
Company.

          "Management Equity" means (i) the Common Units issued to the
           -----------------
Executives and to other Key Employees of the Company under the Executive
Securities Agreements (but not including any Un-Performance-Vested Securities),
and (ii) any securities issued directly or indirectly with respect to any of the
foregoing securities by way of a stock split, stock dividend, or other division
of securities, or in connection with a combination of securities,
recapitalization, merger, consolidation, or other reorganization, or upon
conversion or exercise of any of the foregoing securities; provided that
                                                           --------
Management Equity shall in no event include any Senior Units; and provided
                                                              ------------
further that Management Equity shall in no event include any securities held by
-------
any Person other than a Key Employee of the Company and its Subsidiaries or any
transferee of a Key Employee in a transfer (A) pursuant to applicable laws of
descent and distribution or (B) among such Key Employee's Family Group (as
defined in the Executive Securities Agreements).  As to any particular
securities constituting Management Equity, such securities shall cease to be
Management Equity when they have been (a) effectively registered under the
Securities Act and disposed of in accordance with the registration statement
covering them, (b) distributed to the public through a broker, dealer or market
maker pursuant to Rule 144 under the Securities Act (or any similar provision
then in

                                      -13-
<PAGE>

force), (c) transferred to any Person other than (1) a Key Employee of the
Company and its Subsidiaries or (2) by a Key Employee in a transfer (x) pursuant
to applicable laws of descent and distribution or (y) among such Key Employee's
Family Group (as defined in the Executive Securities Agreements), or (d)
repurchased or otherwise acquired by the Company (or its assignees) or forfeited
pursuant to the terms of the Performance Vesting Agreement. Any reference herein
to a "majority of the Management Equity" or the "number of securities
constituting Management Equity" for purposes of comparison shall refer, with
respect to any particular securities constituting Management Equity, to the
number of Common Units (or equivalent common equity securities of the Company)
then represented by such Management Equity (on a fully diluted, as-if-converted
basis, but (as stated above) excluding any Un-Performance-Vested Securities).

          "Management Representative" has the meaning set forth with respect
           -------------------------
thereto in Section 2(a).

          "MDCP" has the meaning set forth with respect thereto in the preamble.
           ----

          "MDCP Equity" means (i) the Preferred Units issued to MDCP pursuant to
           -----------
the Equity Purchase Agreement, (ii) any Common Units issued upon conversion of
the Preferred Units referred to in clause (i), and (iii) any securities issued
directly or indirectly with respect to any of the foregoing securities by way of
a stock split, stock dividend, or other division of securities, or in connection
with a combination of securities, recapitalization, merger, consolidation, or
other reorganization, or upon conversion or exercise of any of the foregoing
securities; provided that MDCP Equity shall in no event include any Senior
            --------
Units. As to any particular securities constituting MDCP Equity, such securities
shall cease to be MDCP Equity when they have been (a) effectively registered
under the Securities Act and disposed of in accordance with the registration
statement covering them, (b) distributed to the public through a broker, dealer
or market maker pursuant to Rule 144 under the Securities Act (or any similar
provision then in force), or (c) repurchased or otherwise acquired by the
Company (or its assignees) or forfeited pursuant to the terms of the Performance
Vesting Agreement. Any reference herein to a "majority of the MDCP Equity" or
the "number of securities constituting MDCP Equity" for purposes of comparison
shall refer, with respect to any particular securities constituting MDCP Equity,
to the number of Common Units (or equivalent common equity securities of the
Company) then represented by such MDCP Equity (on a fully diluted, as-if-
converted basis).

          "MDCP Representative" has the meaning set forth with respect thereto
           -------------------
in Section 2(a).

          "Meritage" has the meaning set forth with respect thereto in the
           --------
preamble.

          "Meritage Equity" means (i) the Preferred Units issued to Meritage
           ---------------
pursuant to the Equity Purchase Agreement, (ii) any Common Units issued upon
conversion of the Preferred Units referred to in clause (i), and (iii) any
securities issued directly or indirectly with respect to any of the foregoing
securities by way of a stock split, stock dividend, or other division of
securities, or in connection with a combination of securities, recapitalization,
merger, consolidation, or other reorganization, or upon conversion or exercise
of any of the foregoing securities; provided that
                                    --------

                                      -14-
<PAGE>

Meritage Equity shall in no event include any Senior Units. As to any particular
securities constituting Meritage Equity, such securities shall cease to be
Meritage Equity when they have been (a) effectively registered under the
Securities Act and disposed of in accordance with the registration statement
covering them, (b) distributed to the public through a broker, dealer or market
maker pursuant to Rule 144 under the Securities Act (or any similar provision
then in force), or (c) repurchased or otherwise acquired by the Company (or its
assignees) or forfeited pursuant to the terms of the Performance Vesting
Agreement. Any reference herein to a "majority of the Meritage Equity" or the
"number of securities constituting Meritage Equity" for purposes of comparison
shall refer, with respect to any particular securities constituting Meritage
Equity, to the number of Common Units (or equivalent common equity securities of
the Company) then represented by such Meritage Equity (on a fully diluted,
as-if-converted basis).

          "Meritage Representative" has the meaning set forth with respect
           -----------------------
thereto in Section 2(a).

          "Northwestern" has the meaning set forth with respect thereto in the
           ------------
preamble.

          "Offer Notice" has the meaning set forth with respect thereto in
           ------------
Section 4(b)(i).

          "Offered Securities" has the meaning set forth with respect thereto in
           ------------------
Section 4(b)(i).

          "Outside Representative" has the meaning set forth with respect
           ----------------------
thereto in Section 2(a).

          "Pearson" has the meaning set forth with respect thereto in the
           -------
preamble.

          "Pearson LLC #2" has the meaning set forth with respect thereto in the
           --------------
preamble.

          "Performance Vesting Agreement" has the meaning set forth with respect
           -----------------------------
thereto in the Equity Purchase Agreement.

          "Permitted Transfer," unless otherwise expressly stated, has the
           ------------------
meaning set forth with respect thereto in Section 4(d).

          "Person" means an individual, a partnership, a corporation, a limited
           ------
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.

          "Preferred Units" means the Preferred Units of the Company, having the
           ---------------
rights and preferences set forth with respect thereto in the LLC Agreement.

          "Prior Agreement" has the meaning set forth with respect thereto in
           ---------------
the preamble.

          "Pro Rata Share" has the meaning set forth with respect thereto in
           --------------
Section 4(b)(ii).

                                      -15-
<PAGE>

          "Public Offering" means any underwritten sale of the Company's common
           ---------------
stock pursuant to an effective registration statement under the Securities Act
filed with the Securities and Exchange Commission on Form S-1 (or a successor
form adopted by the Securities and Exchange Commission); provided that the
                                                         --------
following shall not be considered a Public Offering: (i) any issuance of common
stock as consideration for a merger or acquisition, and (ii) any issuance of
common stock or rights to acquire common stock to existing securityholders or to
employees of the Company or its Subsidiaries on Form S-4 or S-8 (or a successor
form adopted by the Securities and Exchange Commission) or otherwise.

          "Public Sale" means any sale of securities to the public pursuant to
           -----------
an offering registered under the Securities Act or to the public through a
broker, dealer or market maker pursuant to the provisions of Rule 144 adopted
under the Securities Act (or any similar provision then in force).

          "Purchaser Securities" means (i) the Preferred Units issued pursuant
           --------------------
to the Equity Purchase Agreement, (ii) any Common Units issued or issuable upon
conversion of the Preferred Units referred to in paragraph (i), and (iii) any
securities issued directly or indirectly with respect to any of the foregoing
securities by way of a stock split, stock dividend, or other division of
securities, or in connection with a combination of securities, recapitalization,
merger, consolidation, or other reorganization; provided that Purchaser
                                                --------
Securities shall not include any Senior Units. As to any particular securities
constituting Purchaser Securities, such securities shall cease to be Purchaser
Securities when they have been (a) effectively registered under the Securities
Act and disposed of in accordance with the registration statement covering them,
(b) distributed to the public through a broker, dealer or market maker pursuant
to Rule 144 under the Securities Act (or any similar provision then in force),
or (c) repurchased or otherwise acquired by the Company (or its assignee) or
forfeited pursuant to the terms of the Performance Vesting Agreement. Any
reference herein to a "majority of the Purchaser Securities" or the "number of
Purchaser Securities" for purposes of comparison shall refer, with respect to
any particular Purchaser Securities, to the number of Common Units (or
equivalent common equity securities of the Company) then represented by such
Purchaser Securities (on a fully diluted, as-if-converted basis).

          "Sale of the Company" means the arm's length sale of the Company to a
           -------------------
third party or group of third parties acting in concert, pursuant to which such
party or parties acquire (i) equity securities of the Company possessing the
voting power under normal circumstances to control the Company, or (ii) all or
substantially all of the Company's assets determined on a consolidated basis (in
either case, whether by merger, consolidation, sale or transfer of the Company's
equity securities, or sale or transfer of the Company's consolidated assets).

          "SCI" has the meaning set forth with respect thereto in the preamble.
           ---

          "Securities Act" means the Securities Act of 1933, as amended from
           --------------
time to time.

          "Securityholder" and "Securityholders" have the meanings set forth
           --------------       ---------------
with respect thereto in the preamble, and such terms include any Person becoming
a party hereto after the date hereof in accordance with the terms hereof.

                                      -16-
<PAGE>

          "Securityholder Securities" means (i) any Preferred Units or Common
           -------------------------
Units issued to or otherwise acquired by a Securityholder, and (ii) any
securities issued directly or indirectly with respect to any of the foregoing
securities by way of a stock split, stock dividend, or other division of
securities, or in connection with a combination of securities, recapitalization,
merger, consolidation, or other reorganization, or upon conversion or exercise
of any of the foregoing securities; provided that Securityholder Securities
                                    --------
shall in no event include any Senior Units. As to any particular securities
constituting Securityholder Securities, such securities shall cease to be
Securityholder Securities when they have been (a) effectively registered under
the Securities Act and disposed of in accordance with the registration statement
covering them, (b) distributed to the public through a broker, dealer or market
maker pursuant to Rule 144 under the Securities Act (or any similar provision
then in force) or (c) repurchased or otherwise acquired by the Company (or its
assignees) or forfeited pursuant to the terms of the Performance Vesting
Agreement. Any reference herein to a "majority of the Securityholder Securities"
or the "number of Securityholder Securities" for purposes of comparison shall
refer, with respect to any particular Securityholder Securities, to the number
of Common Units (or equivalent common equity securities of the Company) then
represented by such Securityholder Securities (on a fully diluted, as-if-
converted basis, but excluding any Un-Performance-Vested Securities).

          "Senior Units" means, collectively, the Class A Senior Units and the
           ------------
Class B Senior Units.

          "Sub Board" has the meaning set forth with respect thereto in Section
           ---------
2(a).

          "Subsidiary" means, with respect to any Person, any corporation,
           ----------
limited liability company, partnership, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the limited liability company, partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination thereof.
For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a limited liability company, partnership, association or
other business entity if such Person or Persons shall be allocated a majority of
limited liability company, partnership, association or other business entity
gains or losses or shall be or control the managing director or general partner
of such limited liability company, partnership, association or other business
entity. For purposes of this Agreement, if the context does not otherwise
indicate in respect of which Person the term "Subsidiary" is used, the term
                                              ----------
"Subsidiary" shall refer to any Subsidiary of the Company.
-----------

          "Transferring Securityholder" has the meaning set forth with respect
           ---------------------------
thereto in Section 4(b)(i).

                                      -17-
<PAGE>

          "Un-Performance-Vested Securities" means any Executive Securities
           --------------------------------
which are subject to performance vesting, but have not yet performance vested,
pursuant to the provisions of the Performance Vesting Agreement.

          9.   Transfers in Violation of Agreement.  Any transfer or attempted
               -----------------------------------
transfer of any Securityholder Securities in violation of any provision of this
Agreement shall be void, and none of the Company or any Subsidiary shall record
such purported transfer on its books or treat any purported transferee of such
Securityholder Securities as the owner of such securities for any purpose.

          10.  Severability.  Whenever possible, each provision of this
               ------------
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this
Agreement in such jurisdiction or affect the validity, legality or
enforceability of any provision in any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.

          11.  Complete Agreement.  Except as otherwise expressly set forth
               ------------------
herein, this Agreement, those documents expressly referred to herein and related
documents of even date herewith among the parties embody the complete agreement
and understanding among the parties hereto with respect to the subject matter
hereof and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way (including, without limitation, the
Prior Agreement and the First Amended Agreement).

          12.  Counterparts.  This Agreement may be executed in multiple
               ------------
counterparts, none of which need contain the signature of more than one party
hereto but each of which shall be deemed an original and all of which taken
together shall constitute one and the same agreement. Any Key Employee of the
Company or its Subsidiaries who purchases securities pursuant to an Executive
Securities Agreement may at any time after the date hereof, with the written
approval of the Company, become a party to this Agreement by executing a
counterpart to this Agreement agreeing to be bound by the provisions hereof as
if such Person were an original signatory hereto (which joinder shall not
constitute an amendment, modification, or waiver hereof).

          13.  Successors and Assigns.  Except as otherwise provided herein,
               ----------------------
this Agreement shall bind and inure to the benefit of and be enforceable by the
Company and its successors and assigns and the Securityholders and any
subsequent holders of Securityholder Securities and the respective successors
and assigns of each of them, so long as they hold Securityholder Securities,
whether so expressed or not.

          14.  Remedies.  Each of the parties to this Agreement shall be
               --------
entitled to enforce their rights under this Agreement specifically, to recover
damages and costs (including reasonable attorney's fees) caused by any breach of
any provision of this Agreement and to exercise all other

                                      -18-
<PAGE>

rights existing in its favor. The parties hereto agree and acknowledge that
money damages would not be an adequate remedy for any breach of the provisions
of this Agreement and that any party may in its sole discretion apply to any
court of law or equity of competent jurisdiction for specific performance and/or
injunctive relief (without posting a bond or other security) in order to enforce
or prevent any violation of the provisions of this Agreement.

          15.  Amendment and Waiver.  The provisions of this Agreement may be
               --------------------
amended, modified, or waived only with the prior written consent of the holders
of a majority of the Purchaser Securities outstanding at the time such amendment
or waiver becomes effective; provided that if any such modification, amendment
                             --------
or waiver would adversely affect any Securityholder or Securityholders relative
to the Securityholders voting in favor thereof, such modification, amendment or
waiver shall also require the prior written approval of the holders of a
majority of the Securityholder Securities held by the Securityholder(s) so
adversely affected; and provided further that if any such amendment,
                    --------------------
modification or waiver is to a provision in this Agreement that requires a
specific vote to take an action thereunder or to take an action with respect to
the matters described therein, such amendment, modification or waiver shall not
be effective unless such vote is obtained with respect to such amendment,
modification or waiver. No course of dealing or the failure of any party to
enforce any of the provisions of this Agreement shall in any way operate as a
waiver of such provisions and shall not affect the right of such party
thereafter to enforce each and every provision of this Agreement in accordance
with its terms.

          16.  Notices.  All notices, demands or other communications to be
               -------
given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when (a) delivered
personally to the recipient, (b) telecopied to the recipient (with hard copy
sent to the recipient by reputable overnight courier service (charges prepaid)
that same day) if telecopied before 5:00 p.m. Chicago, Illinois time on a
business day, and otherwise on the next business day, or (c) one business day
after being sent to the recipient by reputable overnight courier service
(charges prepaid). Such notices, demands and other communications shall be sent
to the Company at the address set forth below and to any Securityholder or other
holder of Securityholder Securities subject to this Agreement at such address as
indicated by the Company's records, or at such address or to the attention of
such other person as the recipient party has specified by prior written notice
to the sending party.

          To the Company:
          --------------

          6300 Syracuse Way, Suite 355
          Denver, Colorado 80111
          Attention:   Chief Executive Officer
          Telephone:   (303) 741-4788
          Telecopy:    (303) 741-4823

          17.  Governing Law.  All issues and questions concerning the
               -------------
construction, validity, interpretation and enforceability of this Agreement and
the exhibits and schedules hereto shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to any
choice of law or conflict of law rules or provisions

                                      -19-
<PAGE>

(whether of the State of Delaware or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
Delaware. In furtherance of the foregoing, the internal law of the State of
Delaware shall control the interpretation and construction of this Agreement
(and all schedules and exhibits hereto), even though under that jurisdiction's
choice of law or conflict of law analysis, the substantive law of some other
jurisdiction would ordinarily apply.

          18.  Business Days.  If any time period for giving notice or taking
               -------------
action hereunder expires on a day which is a Saturday, Sunday or legal holiday
in the State of Colorado, the Republic of France, or the jurisdiction where the
Company's principal office is located, the time period shall automatically be
extended to the business day immediately following such Saturday, Sunday or
legal holiday.

          19.  Descriptive Headings; Interpretation; No Strict Construction.
               ------------------------------------------------------------
The descriptive headings of this Agreement are inserted for convenience only and
do not constitute a substantive part of this Agreement. Whenever required by the
context, any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular forms of nouns, pronouns,
and verbs shall include the plural and vice versa. Except as otherwise expressly
provided herein, reference to any agreement, document, or instrument means such
agreement, document, or instrument as amended or otherwise modified from time to
time in accordance with the terms thereof, and if applicable hereof. The use of
the words "include" or "including" in this Agreement shall be by way of example
rather than by limitation. The use of the words "or," "either" or "any" shall
not be exclusive. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. If an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties hereto, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement.

          20.  Delivery by Facsimile.  This Agreement, the agreements referred
               ---------------------
to herein, and each other agreement or instrument entered into in connection
herewith or therewith or contemplated hereby or thereby, and any amendments
hereto or thereto, to the extent signed and delivered by means of a facsimile
machine, shall be treated in all manner and respects as an original agreement or
instrument and shall be considered to have the same binding legal effect as if
it were the original signed version thereof delivered in person. At the request
of any party hereto or to any such agreement or instrument, each other party
hereto or thereto shall reexecute original forms thereof and deliver them to all
other parties. No party hereto or to any such agreement or instrument shall
raise the use of a facsimile machine to deliver a signature or the fact that any
signature or agreement or instrument was transmitted or communicated through the
use of a facsimile machine as a defense to the formation or enforceability of a
contract and each such party forever waives any such defense.

          21.  Effectiveness of Agreement. This Agreement shall be valid,
               --------------------------
binding, and effective against each holder of Securityholder Securities when it
has been signed by such holder. Pursuant to Section 15 of the First Amended
Agreement, this Agreement amending and restating the

                                      -20-
<PAGE>

First Amended Agreement shall be valid, binding, and effective against all
Securityholders when it has been signed by the holders of a majority of the
Purchaser Securities.

                            *      *      *      *

                                      -21-
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have executed this Second
Amended and Restated Securityholders Agreement on the day and year first above
written.

                            COMPANY:
                            --------

                            COMPLETEL, LLC

                            By   /s/ James E. Dovey
                              --------------------------------------------------
                                 James E. Dovey, its Chairman and CEO


                            SECURITYHOLDERS:
                            ----------------

                            DeGEORGE HOLDINGS LIMITED PARTNERSHIP

                            By LPL Investment Group, Inc., its general partner

                            By   /s/ Lawrence F. DeGeorge
                               -------------------------------------------------
                                 Lawrence F. DeGeorge, its Chairman


                            MADISON DEARBORN CAPITAL PARTNERS II, L.P.

                            By Madison Dearborn Partners II, L.P., its general
                            partner
                            By Madison Dearborn Partners, Inc., its general
                            partner


                            By   /s/ Paul J. Finnegan
                             ---------------------------------------------------

                            Its  Managing Director
                                -----------------------------------------------

                            MERITAGE PRIVATE EQUITY FUND, L.P.

                            By Meritage Investment Partners, LLC, its general
                            partner

                            By:  /s/ Laura J. Beller
                               -------------------------------------------------
                                 Managing Member


                                /s/ James C. Allen
                            ----------------------------------------------------
                            James C. Allen


                               /s/ Royce J. Holland
                            ----------------------------------------------------
                            Royce J. Holland
<PAGE>

                               /s/ George T. Laub
                            ----------------------------------------------------
                            George T. Laub


                               /s/ Reed E. Hundt
                            ----------------------------------------------------
                            Reed E. Hundt



                            DOVEY FAMILY PARTNERS LLLP


                            By   /s/ James E. Dovey
                               -------------------------------------------------
                                  James E. Dovey, its general partner


                            DOVEY COMPANY LLC


                            By   /s/ James E. Dovey
                             ---------------------------------------------------
                                 James E. Dovey, its manager



                                 /s/ James E. Dovey
                            ----------------------------------------------------
                            James E. Dovey



                                 /s/ William H. Pearson
                            ----------------------------------------------------
                            William H. Pearson



                                 /s/ Richard N. Clevenger
                            ----------------------------------------------------
                            Richard N. Clevenger



                               /s/ David E. Lacey
                            ----------------------------------------------------
                            David E. Lacey
<PAGE>

                         HAJ PEARSON LLC


                         By   /s/ William H. Pearson
                            ----------------------------------------------------
                               William H. Pearson, its manager



                         HAJ LLC


                         By    /s/ William H. Pearson
                            ----------------------------------------------------
                                William H. Pearson, its manager



                         CLEVENGER COMPANY LLC


                         By     /s/ Richard N. Clevenger
                             ---------------------------------------------------
                                 Richard N. Clevenger, its manager



                         CLEVENGER FAMILY LLLP


                         By     /s/ Richard N. Clevenger
                            ----------------------------------------------------
                                 Richard N. Clevenger, its general partner
<PAGE>

                                /s/ Emile Karafiol
                            ----------------------------------------------------
                            Emile Karafiol


                               /s/ William S. Kirsch
                            ----------------------------------------------------
                            William S. Kirsch


                            NORTHWESTERN UNIVERSITY


                            By   /s/ David L. Wagner
                              --------------------------------------------------

                            Its      Vice President and CIO
                                ------------------------------------------------


                            SILVER CROSS INVESTORS LLC


                            By    /s/ Jeffrey Richards
                               -------------------------------------------------

                            Its   Manager
                               -------------------------------------------------
<PAGE>

                            OTHER MEMBERS (SIGNATURES OF WHOM ARE NOT INCLUDED)
                            WHO ARE PARTY TO THIS AGREEMENT PURSUANT TO THEIR
                            EXECUTIVE SECURITIES AGREEMENTS (AND/OR JOINDER
                            AGREEMENTS ENTERED INTO IN CONNECTION THEREWITH):
                            ----------------------------------------------------

                            Richard Folliot           John Hugo
                            Anna Lascar               Hughes Le Masne
                            Jean-Marie Le Monze       Gerd Menhorn
                            Charles Menatti           Martin Rushe
                            John Seder                Jean Rodriguez
                            Alexandre Westphalen      Gerhard Burtscher
                            Nicolas Pitance           Jean Francois Bouchaud
                            Claude LeMaire            Ralf Heydtmann
                            Michel Picariello         D. Werner Grum
                            Frank Lauterslager        Wolfgang Brauneis
                            John Puhl                 Peter Chalupny
                            Harold F. Carey, Jr.      Anton Matos
                            Guy Gensollen             Michael Hulm
                            Pierre Wattelier          Markus Lackermaier
                            Hansjorg Rieder
                            Jean-Francois Golhen
                            Jerome de Vitry
                            Martine Clarkson
                            Chantal Lebon
                            Marie LeCocq
                            Anne-Catherine Nicosia
                            Valerie Hotte
                            Marie-Christine Boudin
                            Van-Linh Siharath
                            Isabelle Dubien
                            Nadege Griffit
                            Gregory Burlinchon
                            Cecile Affret
                            Jean Rodriguez
                            Catherine Grosjean
                            Kathleen Hanlon