Exhibit 4.6


 


STOCKHOLDERS AGREEMENT


 dated as of



January 6, 2006



among



MCLEODUSA INCORPORATED

and 

THE HOLDERS OF COMMON STOCK

LISTED ON SCHEDULE I


 

















 


TABLE OF CONTENTS


 


	
   

  	
  PAGE

  
	
   

  
	
  Article 1

  
	
  DEFINITIONS

  
	
   

  	
   

  
	
  Section
  1.01. Definitions

  	
  1

  
	
  Section
  1.02. Other Definitional and Interpretative Provisions

  	
  5

  
	
   

  	
   

  
	
  Article 2

  
	
  RESTRICTIONS ON TRANSFER

  
	
   

  	
   

  
	
  Section
  2.01. General Restrictions On Transfer

  	
  5

  
	
  Section
  2.02. Permitted Transfers

  	
  6

  
	
  Section
  2.03. No Transfers to a Competitor

  	
  6

  
	
  Section
  2.04. Legends

  	
  7

  
	
   

  	
   

  
	
  Article 3

  
	
  TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS

  
	
   

  	
   

  
	
  Section
  3.01. Tag-Along Rights.

  	
  8

  
	
  Section
  3.02. Drag-along Rights

  	
  10

  
	
  Section
  3.03. Additional Conditions to Tag-Along Sales and
  Drag-Along Sales

  	
  12

  
	
   

  	
   

  
	
  Article 4

  
	
   

  	
   

  
	
  CERTAIN COVENANTS AND AGREEMENTS

  
	
   

  	
   

  
	
  Section
  4.01. Confidentiality

  	
  13

  
	
  Section
  4.02. Reports

  	
  14

  
	
  Section
  4.03. Provision of Information to Prospective
  Transferee of Common Shares

  	
  15

  
	
  Section
  4.04. Charter or Bylaw Provisions

  	
  15

  
	
  Section
  4.05. Conflicting Agreements

  	
  16

  
	
   

  	
   

  
	
  Article 5

  
	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  Section
  5.01. Termination

  	
  16

  
	
  Section
  5.02. Survival

  	
  16

  
	
  Section
  5.03. Binding Effect; Assignability; Benefit

  	
  16

  
	
  Section
  5.04. Notices

  	
  17

  
	
  Section
  5.05. Waiver; Amendment

  	
  17

  



 


 

















	
   

  	
  PAGE

  
	
   

  	
   

  
	
  Section
  5.06. Fees and Expenses

  	
  18

  
	
  Section
  5.07. Governing Law

  	
  18

  
	
  Section
  5.08. Jurisdiction

  	
  18

  
	
  Section
  5.09. WAIVER OF JURY TRIAL

  	
  18

  
	
  Section
  5.10. Specific Enforcement

  	
  18

  
	
  Section
  5.11. Effectiveness

  	
  19

  
	
  Section
  5.12. Entire Agreement

  	
  19

  
	
  Section
  5.13. Severability

  	
  19

  
	
   

  	
   

  
	
  Exhibit A     
  Tag-Along Notice

  	
   

  
	
  Exhibit B     
  Tag-Along Response Notice

  	
   

  
	
  Exhibit C     
  Drag-Along Sale Notice

  	
   

  
	
  Exhibit D     
  Joinder Agreement

  	
   

  



 


ii

















 


STOCKHOLDERS AGREEMENT


 


AGREEMENT dated as of January 6, 2006 among
(i) McLeodUSA Incorporated, a Delaware corporation (the “Company”), and (ii)
the holders of Common Stock listed on Schedule I hereto and any other Person
that acquires any Common Stock from any such holders, directly or indirectly,
and executes and delivers to the Company a joinder agreement in the form
attached hereto as Exhibit D at any time after the date hereof (collectively,
the “Stockholders”).


 


W I T N E S S E T H :


 


WHEREAS, on October 28, 2005 (the “Petition Date”), the Company and certain of its Subsidiaries
filed with the United States Bankruptcy Court for the Northern District of
Illinois (i) voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code and (ii) a Joint Prepackaged Plan of Reorganization (the “Plan”);


 


WHEREAS, pursuant to the Plan, the Company
has been authorized and directed to enter into this Agreement, and each Holder
of an Allowed Class 5 Claim (as such terms are defined in the Plan) and the
Company are bound, and are deemed to be bound, by this Agreement and entitled
to the benefit of and the right to enforce this Agreement.


 


WHEREAS, pursuant to the Plan, each Holder of
an Allowed Class 5 Claim (as such terms are defined in the Plan) must execute
this Agreement prior to receiving its pro rata distribution of Common Stock (as
defined below).


 


WHEREAS, each Stockholder is on the date
hereof the holder of the number of shares of Common Stock as is set forth on
Schedule I attached hereto.


 


NOW, THEREFORE, in accordance with the Plan
and in consideration of the covenants and agreements contained herein, the
parties hereto agree as follows:


 


ARTICLE 1

DEFINITIONS


 


Section 1.01. Definitions. The
following terms, as used herein, have the following meanings:


 


“Acting in Concert” means acting pursuant to
an agreement, arrangement or understanding, in each case whether formal or
informal, for the purpose of acquiring, holding, voting or disposing of Common
Stock.


 

















 


“Affiliate” shall have the
meaning ascribed to the term “Affiliated person” in Section 2(a)(3) of the
Investment Company Act of 1940, as amended, and shall include any fund or
account sharing a common Investment Adviser. The term “Affiliated”
shall have the correlative meaning.


 


“Beneficial Owner” shall be determined
pursuant to Rules 13d-3 and 13d-5 under the Exchange Act, and “Beneficial Ownership” shall mean any of the
rights of a Beneficial Owner.


 


“Board” means the board of
directors of the Company.


 


“Business Day” means any day
except a Saturday, Sunday or other day on which commercial banks in New York
City are authorized by law to close.


 


“control”
(including the terms “controlling”, “controlled by” and “under common control with”)
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person, whether through the
ownership of voting shares, by contract, or otherwise.


 


“Common Shares” means shares
of Common Stock.


 


“Common Stock” means the
common stock, par value $0.01 per share, of the Company issued pursuant to the
Plan and any stock into which such Common Stock may hereafter be converted or
changed (including by way of recapitalization, merger, consolidation, other
reorganization or otherwise).


 


“Competitor”
means, at the time a Transfer is contemplated, (i) any provider of
telecommunications services to third parties, which provider serves customers
in (x) any state in which the Company or any of its Affiliates then serves
customers, (y) any state that is contiguous to any state referred to in clause
(x) or (z) Canada, or (ii) any Person if the primary business of such Person or
of such Person and its Affiliates is the provision of telecommunications
services to third parties.


 


“Competitor Affiliate”
means, with respect to any Competitor, any other Person directly or indirectly
controlling, controlled by or under common control with such Competitor other
than:


 


(i) any such Person which constitutes a
commercial bank, savings and loan association, savings bank, insurance company,
lease financing company, commercial finance company or mutual fund (or any subsidiary
of any such entity to which troubled credits are transferred) if (x) such
Person controls such Competitor, (y) such Person is not itself controlled by or
under common control with any Competitor not controlled by such Person and (z)
such Person and its Affiliates, taken together, are not engaged in, as a
principal line of business, the business of acquiring debt or equity of
financially distressed companies;


 

















 


(ii) any Person listed on Schedule II
attached hereto and any Investment Adviser of such Person; or


 


(iii) any investment fund or separate account
that is managed or advised by (x) the same Investment Adviser as any holder or
Beneficial Owner of Common Stock as of the Effective Date or (y) an Affiliate
of such Investment Adviser.


 


For purposes of this definition, (1) an
Investment Adviser to an investment fund, and any Person who directly or
indirectly controls, is controlled by or under common control with such
Investment Adviser, shall be deemed to be directly or indirectly controlling,
controlled by or under common control with such investment fund, and (2) a
Person shall not be considered to be in control of another Person if the first
Person and its Affiliates (A) Beneficially Own less than 15% of the voting
securities of the second Person, (B) do not possess, directly or indirectly,
the power to direct or cause the direction of the management and policies of
the second Person, whether by contract or otherwise, and (C) are not deemed to
be in control of the second Person by virtue of clause (1) of this sentence.


 


“Effective Date”
means the Effective Date of and as defined in the Plan.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Financial Officer”
means the chief financial officer, principal accounting officer, treasurer or
controller of the Company.


 


“Investment Adviser”
shall have the meaning ascribed to such term in Section 2(a)(20) of the
Investment Company Act of 1940, as amended.


 


“Person” means an individual,
corporation, limited liability company, partnership, fund, account,
association, trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.


 


“Public Company” means (i) the Company has
become subject to the reporting requirements of the Exchange Act, (ii) a
registration statement has become effective for all of the Common Stock and
(iii) the Common Stock has been listed on a national exchange or approved for
quotation on the Nasdaq National Market.


 


“Public
Offering” means a firmly underwritten public offering of Common
Shares pursuant to an effective registration statement under the Securities Act
(other than pursuant to a registration statement on Form S-4 or Form S-8 or any
similar or successor form), if such offering results in the


 

















 


Common Stock
being listed and traded on a national exchange or approved for quotation and
traded on the Nasdaq National Market.


 


“Registration Rights Agreement”
means that certain Registration Rights Agreement, dated as of the Effective
Date, among the Company and the holders of Common Stock listed on Schedule I
thereto.


 


“Related Transactions” means transactions
executed pursuant to a common agreement, arrangement or understanding, in each
case whether formal or informal.


 


“Securities Act” means the
Securities Act of 1933, as amended.


 


“Shelf Registration
Statement” means a shelf registration statement that complies with
the provisions of Rule 415 under the Securities Act.


 


“Subsidiary” means, with
respect to any Person, any entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are at the time
directly or indirectly owned by such Person.


 


“Tag-Along Portion” means, for
any Tagging Person, that number of securities equal to the product of (i) the
aggregate number of Common Shares owned by the Tagging Person immediately prior
to the applicable Tag-Along Sale and (ii) a fraction the numerator of which is
the maximum number of Common Shares proposed by the Tag-Along Seller to be
Transferred in such Tag-Along Sale and the denominator of which is the
aggregate number of Common Shares owned by all Stockholders at such time.


 


“Third Party” means a
prospective Transferee of Common Shares in an arm’s-length transaction from one
or more Stockholders, other than an Affiliate of any such Stockholders.


 


“Transfer” means, with respect
to any Common Shares, (i) when used as a verb, to sell, assign, dispose of,
exchange, pledge, encumber, hypothecate or otherwise transfer such Common
Shares or any participation or interest therein, whether directly or
indirectly, or agree or commit to do any of the foregoing and (ii) when used as
a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance,
hypothecation, or other transfer of such Common Shares or any participation or
interest therein or any agreement or commitment to do any of the foregoing. The
terms “Transferee”, Transferor”,
“Transferred”, and other forms of the
word “Transfer” shall have the correlative
meanings.


 


“Twenty Percent Holder”
means (i) any Person or group of
Affiliated Persons who, as a Holder of an Allowed Class 5 Claim (as such terms
are defined


 

















 


in the Plan), became entitled to Beneficially Own not less than 20% of
the Common Stock immediately after giving effect to consummation of the Plan on
the Effective Date; provided, however,
that Twenty Percent Holder shall exclude any Person or group of Affiliated
Persons who did not hold all or substantially all of such Class 5 Claim on the
Petition Date, (ii) Fidelity Management & Research Co. and its Affiliates
and (iii) Wayzata Investment Partners LLC and its Affiliates.


 


Section 1.02. Other Definitional and
Interpretative Provisions. The words “hereof”, “herein” and “hereunder”
and words of like import used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement. The captions
herein are included for convenience of reference only and shall be ignored in
the construction or interpretation hereof. References to Articles, Sections,
Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of
this Agreement unless otherwise specified. All Exhibits and Schedules annexed
hereto or referred to herein are hereby incorporated in and made a part of this
Agreement as if set forth in full herein. Any capitalized terms used in any
Exhibit or Schedule but not otherwise defined therein, shall have the meaning
as defined in this Agreement. Any singular term in this Agreement shall be
deemed to include the plural, and any plural term the singular. Whenever the
words “include”, “includes” or “including” are used in this Agreement, they
shall be deemed to be followed by the words “without limitation”, whether or
not they are in fact followed by those words or words of like import. “Writing”,
“written” and comparable terms refer to printing, typing and other means of
reproducing words (including electronic media) in a visible form. References to
any agreement or contract are to that agreement or contract as amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof. References to any Person include the successors and permitted
assigns of that Person. References from or through any date mean, unless
otherwise specified, from and including or through and including, respectively.


 


ARTICLE 2. 

RESTRICTIONS ON TRANSFER


 


Section 2.01. General Restrictions On
Transfer. (a) Each Stockholder agrees that it shall not Transfer any
Common Shares (or solicit any offers in respect of any Transfer of any Common
Shares), except in compliance with or pursuant to an exemption from the
requirements of the Securities Act and any other applicable securities or “blue
sky” laws, and the terms and conditions of this Agreement.


 


(b)      Any attempt to Transfer
any Common Shares prior to the Termination Date (as defined below) not in
compliance with this Agreement shall


 

















 


be null and void, and the Company shall not,
and shall cause any transfer agent not to, give any effect in the Company’s
stock records to such attempted Transfer.


 


Section 2.02. Permitted Transfers.
Subject to Sections 2.03, 3.01 and 3.02, any Stockholder may at any time
Transfer any or all of its Common Shares without the consent of the Board or
any other Stockholder or group of Stockholders so long as (a) prior to the
consummation thereof, the proposed Transferee delivers to the Company, in form
and substance reasonably acceptable to the Company, (i) if the proposed
Transferee is not already party to this Agreement, an agreement to be bound by
the terms of this Agreement in the form of Exhibit A hereto, (ii) if the
proposed Transferee is not a Competitor or Competitor Affiliate, a written
representation from the proposed Transferee to that effect, (iii) if the
proposed Transferee is a Competitor or Competitor Affiliate, a written
representation that the proposed Transfer does not violate Section 2.03,
together with such documentation as may be reasonably requested by the Company
to verify the accuracy of such certification and (iv) if no Tag-Along Notice
(as defined below) has been delivered in accordance with Section 3.01 with
respect to such proposed Transfer, (A) a written certification by the proposed
Transferor confirming that the proposed Transfer would not constitute a
Tag-Along Sale (as defined below) and (B) a written certification by the
proposed Transferee confirming that the Transferee(s), together with its
Affiliates and Persons with whom they are Acting in Concert, would not, after giving
effect to such Transfer, Beneficially Own at least 30% of the outstanding
Common Shares, provided, that this Section
2.02(a) shall not apply to Transfers solely among Persons listed on Schedule II
hereto that have a common Investment Adviser as of the Petition Date and (b)
the Transfer to such Transferee is in compliance with the Securities Act and
any other applicable securities or “blue sky” laws. If requested by the Company
in its reasonable judgment, an opinion of counsel, in form and substance reasonably
acceptable to the Company, for such Transferor shall be supplied to the Company
at such Transferor’s expense to the effect that such Transfer is being made
pursuant to an exemption from the registration requirements under the
Securities Act and in compliance with any other applicable securities or “blue
sky” laws. Upon becoming a party to this Agreement, the permitted Transferee of
a Stockholder shall be substituted for, and shall enjoy the same rights and be
subject to the same obligations as, the Transferor hereunder with respect to
the Common Shares Transferred pursuant to such Transfer.


 


Section 2.03. No Transfers to a
Competitor. Notwithstanding anything in this Agreement to the
contrary, no Stockholder may Transfer any Common Shares to a Competitor or a
Competitor Affiliate if, after such Transfer, such Competitor or Competitor
Affiliate, together with the Affiliates of such Competitor Affiliates, would
Beneficially Own at least 20% of the outstanding Common Shares unless (i) such
Transfer is approved by the Board and the Stockholders holding at least
two-thirds of the then outstanding Common Shares or (ii) (x) the Competitor or


 

















 


Competitor Affiliate and its Affiliates will
be, after such Transfer, the Beneficial Owners of a majority of the outstanding
Common Shares after such Transfer and (y) the Competitor or Competitor
Affiliate, as the case may be, has offered to purchase all of the then
outstanding Common Shares on the same terms and conditions offered to such
Stockholder and purchases, simultaneously with such Transfer, all such Common
Shares that are tendered to it at or prior to the time of such Transfer. For
the avoidance of doubt, any Stockholder that initially declines the offer
described in clause (ii) of the preceding sentence may nevertheless tender
outstanding Common Shares at the time of such Transfer and such Common Shares
will be purchased by the Competitor or Competitor Affiliate, as the case may
be, on the same terms and conditions and simultaneously with such Transfer.


 


Section 2.04. Legends. Each
certificate evidencing Common Stock subject to the terms hereof and each
certificate issued in exchange for or upon the Transfer of any such Common
Stock shall be stamped or otherwise imprinted with a legend in substantially
the following form:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER AND OTHER OBLIGATIONS (INCLUDING THE OBLIGATION TO
SELL SUCH SECURITIES UPON AN APPROVED SALE) SET FORTH IN THE STOCKHOLDERS
AGREEMENT, DATED AS OF JANUARY 6, 2006, AS THE SAME MAY BE AMENDED OR MODIFIED
FROM TIME TO TIME, AMONG THE ISSUER OF THESE SECURITIES (THE “COMPANY”) AND ITS
STOCKHOLDERS, AND IN THE CERTIFICATE OF INCORPORATION OF THE COMPANY. ANY
PURPORTED TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE THAT FAILS
TO COMPLY WITH SUCH RESTRICTIONS AND OBLIGATIONS SHALL BE VOID AND OF NO EFFECT.
A COPY OF SUCH STOCKHOLDERS AGREEMENT AND CERTIFICATE OF INCORPORATION SHALL BE
FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN
REQUEST.”


 


Upon the Termination Date, the holder of any
certificate representing Common Stock and bearing such legend shall be entitled
to receive from the Company, without expense, new securities of like tenor not
bearing the legend set forth above.


 

















 


ARTICLE 3

TAG-ALONG RIGHTS; DRAG-ALONG RIGHTS


 


Section 3.01. Tag-Along Rights.
(a) Subject to Section 3.03, if any Stockholder or Stockholders (the “Tag-Along Seller”) propose to Transfer
Beneficial Ownership of Common Shares (A) representing at least 30% of the then
outstanding Common Shares in a single transaction or in a series of Related
Transactions to a Transferee or group of Affiliated Transferees
and/or to Transferees who are Acting in Concert (excluding, in each case, Transferees
who are Affiliates of the Tag-Along Seller) (a “Block  Tag-Along Sale”)
or (B) to a Transferee or group of Affiliated Transferees or Transferees
Acting in Concert (excluding Transferees who are Affiliates of the
Tag-Along Seller), who, together with any Affiliates thereof and any Persons
with whom such Transferee(s) or Affiliates thereof is/are Acting in Concert,
would, after giving effect to such Transfer, Beneficially Own at least 30% of
the outstanding Common Shares (a “Threshold
Tag-Along Sale” and together with the Block Tag-Along Sale, each a “Tag-Along Sale”),


 


(i)    not less than 10 Business
Days prior to the expected date of consummation of such Transfer, the Tag-Along
Seller shall provide each other Stockholder written notice, in the form of
Exhibit A hereto, of the terms and conditions of such proposed Transfer (“Tag-Along
Notice”) and each other Stockholder shall be offered the
opportunity to participate in such Transfer in accordance with Sections 3.01
and 3.03, and


 


(ii)   each other Stockholder may
elect, at its option, to participate in the proposed Transfer in accordance
with this Section 3.01 and Section 3.03 (each such electing other Stockholder,
a “Tagging
Person”).


 


The Tag-Along Notice shall identify the
number of Common Shares proposed by the Tag-Along Seller to be Transferred in
such Tag-Along Sale (“Tag-Along Offer”), the consideration
for which the Transfer is proposed to be made, and all other material terms and
conditions of the Tag-Along Offer, including the form of the proposed
agreement, if any, and a firm offer by the proposed Transferee to purchase
Common Shares from the Stockholders in accordance with this Section 3.01 and
Section 3.03.


 


From the date of its receipt of the Tag-Along
Notice, each Tagging Person shall have the right (a “Tag-Along Right”),
exercisable by written notice in the form of Exhibit B hereto (“Tag-Along
Response Notice”) given to the Tag-Along Seller within 10
Business Days after its receipt of the Tag-Along Notice (the “Tag-Along
Notice Period”), to request that the Tag-Along Seller include
in such Tag-Along Sale any portion or all of such Tagging Person’s Tag-Along
Portion, and the Tag-Along Seller shall include the number of Common Shares
proposed by the Tag-Along Seller to be Transferred as set forth in the Tag-Along


 

















 


Notice
(reduced to the extent necessary, so that each Tagging Person shall be able to
include its Tag-Along Portion) and such additional Common Shares as permitted
by Section 3.01(d). Each Tag-Along Response Notice shall include instructions
for payment or delivery of the purchase price for the Common Shares to be
Transferred in such Tag-Along Sale. Each Tagging Person that exercises its
Tag-Along Rights hereunder shall deliver to the Tag-Along Seller, with its
Tag-Along Response Notice, the certificates representing the Common Shares of
such Tagging Person to be included in the Tag-Along Sale, together with a
limited power-of-attorney authorizing the Tag-Along Seller to Transfer such
Common Shares on the terms set forth in the Tag-Along Notice or, if such
delivery is not permitted by applicable law, an unconditional agreement to
deliver such Common Shares pursuant to this Section 3.01(a) at the closing for
such Tag-Along Sale against delivery to such Tagging Person of the
consideration therefor. Delivery of the Tag-Along Response Notice with such
certificate or certificates and limited power-of-attorney shall constitute an
irrevocable acceptance of the Tag-Along Offer by such Tagging Person, subject
to the provisions of this Section 3.01 and Section 3.03.


 


If, at the end of a 105-day period after such
delivery of such Tag-Along Notice (which 105-day period shall be extended if
any of the transactions contemplated by the Tag-Along Offer are subject to
regulatory approval until the expiration of five Business Days after all such
approvals have been received, but in no event later than 120 days following
delivery of the Tag-Along Notice by the Tag-Along Seller), the Tag-Along Seller
has not completed the Transfer of all Common Shares proposed to be Transferred
by the Tag-Along Seller and all Tagging Persons on substantially the same terms
and conditions set forth in the Tag-Along Notice, the Tag-Along Seller shall
(i) return to each Tagging Person the limited power-of-attorney and all
certificates representing the Common Shares that such Tagging Person delivered
for Transfer pursuant to this Section 3.01(a) and any other documents in the
possession of the Tag-Along Seller executed by the Tagging Persons in
connection with the proposed Tag-Along Sale, and (ii) not conduct any Transfer
of Common Shares without again complying with this Agreement.


 


(b)      Concurrently with the
consummation of the Tag-Along Sale, the Tag-Along Seller shall (i) notify the
Tagging Persons thereof, (ii) remit to the Tagging Persons the total
consideration for the Common Shares of the Tagging Persons Transferred pursuant
thereto (net of any fees and expenses as provided in Section 3.03), with the
cash portion of the purchase price paid by wire transfer of immediately
available funds in accordance with the wire transfer instructions in the
applicable Tag-Along Response Notices and (iii) promptly after the consummation
of such Tag-Along Sale, furnish to each Tagging Person a certification that the
Tag-Along Sale was consummated for the same consideration and under the same
material terms and conditions as were set forth in the Tag-Along Notice, or if
such Tag-Along Sale was consummated for


 

















 


different consideration than that set forth
in the Tag-Along Notice (as permitted by Section 3.01(e)), a certification
setting forth such consideration.


 


(c)       If at the termination of
the Tag-Along Notice Period any Stockholder shall not have elected to
participate in the Tag-Along Sale, such Stockholder shall be deemed to have
waived its rights under Section 3.01(a) with respect to the Transfer of its
Common Shares pursuant to such Tag-Along Sale.


 


(d)      If (i) any Stockholder
declines to exercise its Tag-Along Rights or (ii) any Tagging Person elects to
exercise its Tag-Along Rights with respect to less than such Tagging Person’s
Tag-Along Portion, each Tag-Along Seller and Tagging Person shall be entitled
to Transfer, pursuant to the Tag-Along Offer, a pro rata share of the number of
Common Shares constituting, as the case may be, the Tag-Along Portion of such
Tagging Person or the portion of such Tagging Person’s Tag-Along Portion with
respect to which Tag-Along Rights were not exercised.


 


(e)       The Tag-Along Seller
shall Transfer, on behalf of itself and each Tagging Person, the Common Shares
subject to the Tag-Along Offer and elected to be Transferred on substantially
the same terms and conditions set forth in the Tag-Along Notice within 105 days
(or such longer period as extended under Section 3.01(a)) of delivery of the
Tag-Along Notice, provided that the
price payable in any such Transfer may exceed the price specified in the
Tag-Along Notice by up to 10%; provided, further,
that the Tag-Along Seller shall not be required to provide any indemnity,
representations, warranties or otherwise assume any obligations with respect to
the Common Shares of any Tagging Person.


 


(f)       Notwithstanding anything
contained in this Section 3.01, there shall be no liability on the part of the
Tag-Along Seller to the Tagging Persons (other than the obligation to return
any certificates evidencing Common Shares and limited powers-of-attorney
received by the Tag-Along Seller) if the Transfer of Common Shares pursuant to
Section 3.01 is not consummated for whatever reason. Whether to effect a
Transfer of Common Shares pursuant to this Section 3.01 by the Tag-Along Seller
is in the sole and absolute discretion of the Tag-Along Seller.


 


Section 3.02. Drag-along Rights.
(a)   Subject to Section 3.03, if (i) any
Stockholder or Stockholders (the “Drag-Along Seller”) propose to
Transfer a number of Common Shares owned by the Drag-Along Seller in a single
transaction or in a series of Related Transactions (a “Drag-Along
Sale”) to a Third Party other than a Twenty Percent Holder (a “Drag-Along Transferee”) in a bona fide sale, (ii) after such
Transfer, such Drag-Along Transferee would Beneficially Own at least 50% of the
outstanding Common Shares, (iii) a resolution has been duly passed by the Board
approving the Drag-Along Sale as being fair to all Stockholders and (iv) the
Drag-Along Sale has been approved by


 

















 


Stockholders holding at least two-thirds of
the then outstanding Common Shares, the Drag-Along Seller may at its option (A)
sell all of the Common Shares owned by the Drag-Along Seller and (B) require
all Stockholders other than the Drag-Along Seller (the “Drag-Along
Stockholders”) to Transfer all of the Common Shares owned by each
Drag-Along Stockholder for the same consideration per Common Share and
otherwise on the same terms and conditions as the Drag-Along Seller in such
Drag-Along Sale.


 


The Drag-Along Seller shall provide written
notice, in the form of Exhibit C hereto, of such Drag-Along Sale to the
Drag-Along Stockholders (a “Drag-Along Sale Notice”) not later
than 10 Business Days prior to the proposed Drag-Along Sale. The Drag-Along
Sale Notice shall identify the Transferee, the consideration for which a
Transfer is proposed to be made (the “Drag-Along Sale Price”) and all
other material terms and conditions of the Drag-Along Sale. Each Drag-Along
Stockholder shall be required to participate in the Drag-Along Sale on the
terms and conditions set forth in the Drag-Along Sale Notice and to tender all
its Common Shares as set forth in this Section 3.02. The price payable in such
Transfer shall be the Drag-Along Sale Price. Not later than 15 Business Days
after the date of the Drag-Along Sale Notice (the “Drag-Along Sale Notice Period”),
each of the Drag-Along Stockholders shall deliver to a representative of the
Drag-Along Seller designated in the Drag-Along Sale Notice the certificates
representing the Common Shares of such Drag-Along Stockholder to be included in
the Drag-Along Sale, together with a limited power-of-attorney authorizing the
Drag-Along Seller or its representative to Transfer such Common Shares on the
terms set forth in the Drag-Along Notice and wire transfer or other
instructions for payment or delivery of the consideration to be received in
such Drag-Along Sale, or, if such delivery is not permitted by applicable law,
an unconditional agreement to deliver such Common Shares pursuant to this
Section 3.02(a) at the closing for such Drag-Along Sale against delivery to
such Drag-Along Stockholder of the consideration thereto. If a Drag-Along
Stockholder should fail to deliver such certificates to the Drag-Along Seller,
the Company (subject to reversal under Section 3.02(b)) shall cause the books
and records of the Company to show that such Common Shares are bound by the
provisions of this Section 3.02(a), and that such Common Shares shall be
Transferred to the Drag-Along Transferee immediately upon surrender for
Transfer by the holder thereof.


 


(b)      The Drag-Along Seller
shall have a period of 105 days from the date of delivery of the Drag-Along
Sale Notice to consummate the Drag-Along Sale on the terms and conditions set
forth in such Drag-Along Sale Notice, provided
that, if such Drag-Along Sale is subject to regulatory approval, such 105-day
period shall be extended until the expiration of five Business Days after all
such approvals have been received, but in no event later than 120 days
following the date of delivery of the Drag-Along Sale Notice. If the Drag-Along
Sale shall not have been consummated during such period, the Drag-Along Seller
shall return to each of the Drag-Along Stockholders the limited power-of-attorney
and all


 

















 


certificates representing Common Shares that
such Drag-Along Stockholders delivered for Transfer pursuant hereto, together
with any other documents in the possession of the Drag-Along Seller executed by
the Drag-Along Stockholders in connection with such proposed Transfer, and all
the restrictions on Transfer contained in this Agreement or otherwise
applicable at such time with respect to such Common Shares owned by the
Drag-Along Stockholders shall again be in effect.


 


(c)       Concurrently with the
consummation of the Transfer of Common Shares pursuant to this Section 3.02,
the Drag-Along Seller shall (i) notify the Drag-Along Stockholders thereof,
(ii) remit to each of the Drag-Along Stockholders that have surrendered their
certificates the total consideration for the Common Shares Transferred pursuant
thereto (subject to Section 3.03(b)(ii)), with the cash portion of the purchase
price to be paid by wire transfer of immediately available funds in accordance
with such Drag-Along Stockholder’s wire transfer instructions, and (iii)
promptly after completion of such Transfer, furnish such other evidence of the
completion and the date of completion of such Transfer and the terms thereof as
may be reasonably requested by such Drag-Along Stockholders.


 


(d)      Notwithstanding anything
contained in this Section 3.02, there shall be no liability on the part of the
Drag-Along Seller to any Drag-Along Stockholders (other than the obligation to
return the limited power-of-attorney and the certificates and other applicable
instruments representing Common Shares received by the Drag-Along Seller) if
the Transfer of Common Shares pursuant to this Section 3.02 is not consummated
for whatever reason, regardless of whether the Drag-Along Seller has delivered
a Drag-Along Sale Notice. Whether to effect a Transfer of Common Shares
pursuant to this Section 3.02 by the Drag-Along Seller is in the sole and
absolute discretion of the Drag-Along Seller.


 


Section 3.03. Additional Conditions
to Tag-Along Sales and Drag-Along Sales. Notwithstanding anything
contained in Section 3.01 or Section 3.02, the rights and obligations of (i)
the Tagging Persons to participate in a Tag-Along Sale under Section 3.01 and
(ii) the Drag-Along Stockholders to participate in a Drag-Along Sale under
Section 3.02 are subject to the following conditions:


 


(a)       upon the consummation of
such Tag-Along Sale or Drag-Along Sale, all of the Stockholders participating
therein will receive, in connection with such Tag-Along Sale or Drag-Along
Sale, the same form and amount of consideration per Common Share, or, if any
Stockholders are given an option as to the form and amount of consideration to
be received, all Stockholders participating therein will be given the same
option;


 


(b)      the fees and expenses incurred
by any Stockholder in connection with any Tag-Along Sale or Drag-Along Sale
shall be paid by such Stockholder, except the
Tag-Along Seller or Drag-Along Seller shall retain one counsel for all


 

















 


Stockholders participating in such Tag-Along
Sale or Drag-Along Sale (which counsel shall be selected by such Tag-Along
Seller or Drag-Along Seller) and the fees and expenses of such counsel shall be
paid as follows (to the extent not otherwise paid by the Company or another
Person):  (i) all such fees and expenses
incurred in connection with any unconsummated Tag-Along Sale or Drag-Along Sale
shall be paid by the Tag-Along Seller or Drag-Along Seller, as the case may be,
and (ii) all such fees and expenses incurred in connection with any consummated
Tag-Along Sale or Drag-Along Sale shall be paid from the total consideration
for the Common Shares Transferred pursuant thereto, prior to the distribution
of the net amount to the Tagging Persons or Drag-Along Stockholders, as the
case may be;


 


(c)       each Tagging Person
shall (i) make such representations, warranties and covenants and enter into
such definitive agreements as are customary for transactions of the nature of
the proposed Transfer, (ii) benefit from all of the same provisions of the
definitive agreements as the Tag-Along Seller and (iii) be required to bear
their proportionate share of any escrows, holdbacks or adjustments in purchase
price; and


 


(d)      each Drag-Along
Stockholder shall (i) make such representations, warranties and covenants and
enter into such definitive agreements as are customary for transactions of the
nature of the proposed Transfer; provided
that no Drag-Along Stockholder shall be required to provide any representations
or indemnities in connection with any Drag-Along Sale other than representations
and indemnities concerning such Drag-Along Stockholder’s title to the Common
Shares free and clear of any encumbrances and authority, power and right to
enter into and consummate the Transfer without contravention of any law or
material agreement, (ii) benefit from all of the same provisions of the
definitive agreements as the Drag-Along Seller, as the case may be, and (iii)
be required to bear their proportionate share of any purchase price holdbacks
or adjustments in purchase price.


 


ARTICLE 4


CERTAIN COVENANTS
AND AGREEMENTS


 


Section 4.01. Confidentiality.
Each Stockholder agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates’ Investment Advisers, directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made must be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) to


 

















 


the extent required to exercise any remedies
or enforcement rights under this Agreement, (f) in accordance with Section
4.03, (g) with the consent of the Company, (h) to the extent such Information
(1) becomes publicly available other than as a result of a breach of this
Section or (2) becomes available to the Stockholder on a
nonconfidential basis from a source other than the Company or (i) to the extent
such Information is received after the Termination Date. For the purposes of
this Section, “Information” means all information
received from the Company or any of its Subsidiaries relating to the Company or
any of its Subsidiaries or any of their respective businesses, other than any
such information that is available to the Stockholder on a nonconfidential basis
prior to disclosure by the Company or any of its Subsidiaries; provided that, in the case of information received from the
Company or its Subsidiaries after the date hereof, such information is clearly
identified at the time of delivery as confidential. Any Person required to
maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.


 


Section 4.02. Reports. Until
the earlier of (i) the effective date of a Shelf Registration Statement or (ii)
the Termination Date, the Company agrees to furnish to each Stockholder (other
than a Competitor or Competitor Affiliate), for so long as such Stockholder
owns any Common Shares:


 


(a)       within 90 days
after the end of each fiscal year of the Company, an audited consolidated
balance sheet of the Company and its Subsidiaries and related statements of
operations, stockholders’ equity and cash flows as of the end of and for such
year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by Deloitte & Touche LLP or other
independent public accountants of recognized national standing (without any
qualification or exception as to the scope of such audit) to the effect that
such consolidated financial statements present fairly in all material respects
the financial condition and results of operations of the Company and its
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied;


 


(b)      within 45 days after
the end of each of the first three fiscal quarters of each fiscal year of the
Company, a consolidated balance sheet of the Company and its Subsidiaries and
related statements of operations, stockholders’ equity and cash flows as of the
end of and for such fiscal quarter and the then elapsed portion of the fiscal
year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial condition
and results of operations of the Company and its Subsidiaries on a consolidated
basis in


 

















 


accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes;


 


(c)       concurrently with the
delivery of (i) any certificate of a Financial Officer of the Company to
lenders under any credit facility of the Company relating to (A) the occurrence
of a default thereunder, (B) compliance with covenants thereunder or
(C) changes in GAAP or in the application thereof or (ii) any certificate
of the accounting firm that reported on the Company’s financial statements
stating whether they obtained knowledge during the course of their examination
of such financial statements of any default under any credit facility of the
Company, a copy of such certificate;


 


(d)      within 10 Business Days
after final approval thereof by the Board (but in any event no later than
February 28 of each fiscal year of the Company), a budget of the Company and
its Subsidiaries for such fiscal year, prepared to show information on a
quarterly basis, and, to the extent all relevant internal approvals have been
obtained, any significant revisions of such budget; and


 


(e)       any other Information,
reasonably requested by any Stockholder, that is required for such Stockholder
to effect a Transfer of Common Stock under Rule 144A(d)(4) of the Securities
Act.


 


Section 4.03. Provision of
Information to Prospective Transferee of Common Shares. Any
Stockholder may (i) provide any Information, including without limitation the
Information provided pursuant to Section 4.02 or (ii) request that the Company
provide such Information (in which case the Company shall comply with such
request), to any Person to whom such Stockholder is contemplating a Transfer of
any Common Shares, provided that
(x) neither the provision of such Information nor such Transfer would be in
violation of the provisions of this Agreement, the Securities Act, or any other
applicable securities or “blue sky” laws, (y) the Person to be provided such
Information pursuant to this Section shall execute a confidentiality agreement
containing provisions substantially the same as those in Section 4.01 and (z)
no Information may be provided to a Competitor or Competitor Affiliate.


 


Section 4.04. Charter or Bylaw Provisions. (a) 
Each Stockholder agrees to vote its Common Shares or execute proxies or
written consents, as the case may be, to ensure that the Company’s certificate
of incorporation and bylaws (i) facilitate, and do not at any time conflict
with, any provision of this Agreement and (ii) permit each Stockholder to
receive the benefits to which each such Stockholder is entitled under this
Agreement.


 


(b)      The Company agrees that
its certificate of incorporation shall at all times provide that Transfers that
occur prior to the Termination Date not in accordance with this Agreement are
void and of no effect.


 

















 


Section 4.05. Conflicting Agreements. The Company
and each Stockholder represents that it has not, and agrees that it shall not
(a) enter into any agreement or arrangement of any kind with any Person with
respect to its Common Shares inconsistent with the provisions of this Agreement
or for the purpose or with the effect of denying or reducing the rights of any
other Stockholder under this Agreement, or (b) act, for any reason, as a member
of a group or in concert with any other Person in connection with the Transfer
or voting of its Common Shares in any manner that is inconsistent with the
provisions of this Agreement.


 


ARTICLE 5

MISCELLANEOUS


 


Section 5.01. Termination. This
Agreement shall terminate upon the earlier of the date (i) on which the Company
becomes a Public Company and (ii) of a Public
Offering (the “Termination Date”).
If the Termination Date occurs upon a Public Offering, the Termination Date
shall be deemed to have occurred immediately prior to such Public Offering.


 


Section 5.02. Survival. Section
4.01 shall survive for one year after the Termination Date and Section 2.04
shall survive until all legends have been removed in accordance with the terms
thereof.


 


Section 5.03. Binding Effect;
Assignability; Benefit. (a) 
This Agreement shall be binding upon and enforceable by each of the
parties hereto pursuant to, and in accordance with, the Plan both before and
after execution hereof by any such party and shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, successors,
legal representatives and permitted assigns. The failure of any party to
execute this Agreement shall not prevent them from exercising their rights
under this Agreement, subject to their obligations under and the terms and
conditions of this Agreement. Any Stockholder that Transfers all of its Common
Shares in accordance with Article 2 shall cease to be bound by the terms
hereof.


 


(b)      Neither this Agreement
nor any right, remedy, obligation or liability arising hereunder or by reason
hereof shall be assignable by any party hereto pursuant to any Transfer of
Common Shares or otherwise, except that any Person acquiring Common Shares from
any Stockholder in a Transfer in compliance with this Agreement shall execute
and deliver to the Company an agreement to be bound by the terms of this
Agreement in the form of Exhibit D hereto, in accordance with Section 2.02, and
shall thenceforth be a “Stockholder”.


 


(c)       Nothing in this
Agreement, expressed or implied, is intended to confer on any Person other than
the parties hereto, and their respective heirs,


 

















 


successors, legal representatives and
permitted assigns, any rights, remedies, obligations or liabilities under or by
reason of this Agreement.


 


Section 5.04. Notices. All
notices, requests and other communications (collectively, “Communications”)
to any party shall be in writing and shall be delivered in person, mailed by
certified or registered mail, return receipt requested, or sent by facsimile
transmission,


 


if to the Company, to:


 


McLeodusa Incorporated

6400 C Street SW

P.O. Box 3177

Cedar Rapids, IA 52406 3177

Facsimile:  (319) 790 7901

Attn:  James E. Thompson, Esq.


 


if to any Stockholder, to:


 


The address of such Stockholder listed on
Schedule I, such Stockholder’s Joinder Agreement or such other address as provided
by such Stockholder to the Company.


 


All Communications shall be deemed received
on the earliest of (i) the date such Communication is sent by facsimile
transmission, (ii) the date such Communication is delivered in person, (iii)
the day after the date such Communication is placed in overnight mail with a
national overnight courier service or (iv) three days after the date such
Communication is mailed by certified or registered mail, in each case so long
as such day is a Business Day. If such day is not a Business Day, any such
Communication shall be deemed not to have been received until the next
succeeding Business Day. Any Communication sent by facsimile transmission shall
be confirmed by certified or registered mail, return receipt requested, posted
within one Business Day, or by personal delivery, whether courier or otherwise,
made within two Business Days after the date of such facsimile transmissions.


 


Any Person that becomes a Stockholder shall
provide its address and fax number to the Company, which shall, upon request,
promptly provide such information to any Stockholder requesting such
information.


 


Section 5.05. Waiver; Amendment. No provision of this Agreement may
be waived except by an instrument in writing executed by the party against whom
the waiver is to be effective. No provision of this Agreement may be amended or
otherwise modified except by an instrument in writing executed by the Company
with approval of (i) a majority of the Board and (ii) Stockholders holding at
least two-thirds of the then outstanding Common Shares.


 

















 


Section 5.06. Fees and Expenses. Except as may be
otherwise provided herein or in any other agreement between or among any
parties hereto, the fees and expenses incurred by any Stockholder in connection
with this Agreement, any amendment or waiver hereof and the transactions
contemplated hereby and all matters related hereto shall be paid by such
Stockholder, except the Company shall pay all
fees and expenses of one counsel for all Stockholders (selected by Stockholders
holding the majority of the Common Shares held by all Stockholders) in
connection with any amendment or waiver of this Agreement or any transactions
related thereto.


 


Section 5.07. Governing Law.
This Agreement shall be governed by, and construed in accordance with, the laws
of the State of New York, without regard to the conflicts of laws rules of such
state.


 


Section 5.08. Jurisdiction.
The parties hereby agree that any suit, action or proceeding seeking to enforce
any provision of, or based on any matter arising out of or in connection with,
this Agreement or the transactions contemplated hereby shall be brought in the
United States District Court for the Southern District of New York or any New
York State court sitting in New York City, so long as one of such courts shall
have subject matter jurisdiction over such suit, action or proceeding, and that
any case of action arising out of this Agreement shall be deemed to have arisen
from a transaction of business in the State of New York, and each of the
parties hereby irrevocably consents to the jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection that it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding which is brought in any such court has been brought in an
inconvenient form. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 5.04 shall be deemed
effective service of process on such party.


 


Section 5.09. WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 5.10. Specific Enforcement.
Each party hereto acknowledges that the remedies at law of the other parties
for a breach or threatened breach of this Agreement would be inadequate and, in
recognition of this fact, any party to this Agreement, without posting any
bond, and in addition to all other remedies that may be available, shall be
entitled to obtain equitable relief in the form of specific


 

















 


performance, a temporary restraining order, a
temporary or permanent injunction or any other equitable remedy that may then
be available.


 


Section 5.11. Effectiveness.
This Agreement shall become effective upon the Effective Date.


 


Section 5.12. Entire Agreement.
This Agreement and the Registration Rights Agreement constitute the entire
agreement among the parties hereto and supersede all prior and contemporaneous
agreements and understandings, both oral and written, among the parties hereto
with respect to the subject matter hereof and thereof.


 


Section 5.13. Severability.
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such a determination, the parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner so that
the transactions contemplated hereby be consummated as originally contemplated
to the fullest extent possible.


 

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by their respective authorized
officers as of the day and year first above written. 


 


	
   

  	
   

  	
  MCLEODUSA INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ James E. Thompson

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  James Thompson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Group VP, General Counsel & Secretary

  
						



 


20

















 


STOCKHOLDER:


 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
  Aeries Finance - II Ltd.

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
  By: Patriarch Partners X, LLC,

  
	
   

  	
  its Managing Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynn Tilton

  
	
   

  	
   

  	
  Name: Lynn Tilton

  
	
   

  	
   

  	
  Title: Manager

  



 

















STOCKHOLDER:


 


 


	
   

  	
  Jefferies Partners Opportunity Fund II, LLC

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Welch

  	
   

  
	
   

  	
   

  	
  Name:  Robert J. Welch

  
	
   

  	
   

  	
  Title:    Chief Financial
  Officer

  



 

















 


STOCKHOLDER:


 


 


	
   

  	
  Jefferies Partners Opportunity Fund, LLC

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Welch

  	
   

  
	
   

  	
   

  	
  Name:  Robert J. Welch

  
	
   

  	
   

  	
  Title:    Chief Financial
  Officer

  



 

















 


STOCKHOLDER:


 


 


	
   

  	
  Jefferies Employees Opportunity Fund, LLC

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Welch

  	
   

  
	
   

  	
   

  	
  Name:  Robert J. Welch

  
	
   

  	
   

  	
  Title:    Chief Financial
  Officer

  



 

















 


STOCKHOLDER:


 


 


	
   

  	
  Jefferies & Company, Inc.

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Welch

  	
   

  
	
   

  	
   

  	
  Name:  Robert J. Welch

  
	
   

  	
   

  	
  Title:    Senior Vice President

  



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  McLeod Depository Corp,

  	
   

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Susan E Atkins

  	
   

  
	
   

  	
   

  	
  Name:  Susan E. Atkins

  
	
   

  	
   

  	
  Title:    President

  
					



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  3V Capital Master Fund Ltd,

  	
   

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Kennett Capital,

  	
   

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Goergen

  	
   

  
	
   

  	
   

  	
  Name:  CHRIS GOERGEN

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles D. Mires

  	
   

  
	
   

  	
   

  	
  Name:  CHARLES D. MIRES

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  
					



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AIMCO CDO, Series 2000-A,

  	
   

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Goergen

  	
   

  
	
   

  	
   

  	
  Name: CHRIS GOERGEN

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles D. Mires

  	
   

  
	
   

  	
   

  	
  Name:  CHARLES D. MIRES

  
	
   

  	
   

  	
  Title:  Authorized Signatory

  
					



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Banc of America Strategic Solutions, Inc.,

  	
   

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua Podietz

  	
   

  
	
   

  	
   

  	
  Name:  Joshua Podietz

  
	
   

  	
   

  	
  Title:  Vice President

  
					



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANC OF AMERICA SECURITIES LLC,

  	
   

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan M. Barnes

  	
   

  
	
   

  	
   

  	
  Name:  Jonathan M. Barnes

  
	
   

  	
   

  	
  Title:  Associate

  
					



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bayerische Hypo-und
  Vereinsbank AG, New York Branch

  	
   

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Salvatore Esposito

  	
   

  
	
   

  	
   

  	
  Name:  Salvatore Esposito

  
	
   

  	
   

  	
  Title:  Managing Director

  
					



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Bear Stearns & Co. Inc.,

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN E. McDermott

  
	
   

  	
   

  	
  Name: JOHN E. McDermott

  
	
   

  	
   

  	
  Title: SENIOR MANAGING DIRECTOR

  
				



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE FIRST BOSTON

  INTERNATIONAL,

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irina Borisova

  
	
   

  	
   

  	
  Name: Irina Borisova

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Lincoln Burkitt

  
	
   

  	
   

  	
  Lincoln Burkitt

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
  OTC Derivative Support Group

  
				



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Credit Suisse, acting through its Cayman Branch,

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Didier Siffer

  	
  /s/ CAROL FLATON

  
	
   

  	
   

  	
  Name:

  	
  Didier Siffer

  	
  CAROL FLATON

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
  MANAGING DIRECTOR

  



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
  CypressTree Investment Partners I, Ltd.,

  
	
   

  	
  By: CypressTree Investment Management Company, Inc.,

  
	
   

  	
     as Portfolio Manager.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Weeden

  	
   

  
	
   

  	
   

  	
  Name: Robert Weeden

  	
   

  
	
   

  	
   

  	
  Title: Managing Director

  	
   

  



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
  SIMSBURY CLO, LIMITED,

  	
   

  
	
   

  	
  as a Stockholder

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Babson Capital Management LLC

  
	
   

  	
  Under delegated authority from

  
	
   

  	
  Massachusetts Mutual Life Insurance

  
	
   

  	
  Company as Collateral Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P. Wells

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David P. Wells, CFA

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  	
   

  
								



 

















 


STOCKHOLDER:


 


 


	
   

  	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Commonwealth
  of Massachusetts Pension Reserves

  
	
   

  	
   

  	
  Investment
  Management Board,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Geoffrey W. Johnson

  	
   

  
	
   

  	
   

  	
  Name:  

  
	
   

  	
   

  	
  Title:  

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Fidelity Management Trust Company

  as Investment Manager

  	
   

  
	
   

  	
   

  	
   

  



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
  Fidelity
  Advisor Series I: Fidelity Advisor

  
	
   

  	
  Leveraged
  Company Stock Fund,

  	
   

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John H. Costello

  	
   

  
	
   

  	
   

  	
  Name:  John H. Costello

  
	
   

  	
   

  	
  Title:  Assistant Treasurer

  



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
  Fidelity
  Advisor Series II: Fidelity Advisor

  
	
   

  	
  High
  Income Advantage,

  	
   

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John H. Costello

  	
   

  
	
   

  	
   

  	
  Name:  John H. Costello

  
	
   

  	
   

  	
  Title:  Assistant Treasurer

  
					



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
  Fidelity
  Securities Fund:

  
	
   

  	
  Fidelity
  Leveraged Company Stock Fund,

  	
   

  
	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  John H. Costello

  	
   

  
	
   

  	
   

  	
  Name:  John H. Costello

  
	
   

  	
   

  	
  Title:  Assistant Treasurer

  



 

















 


STOCKHOLDER:


 


 


	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Pension
  Investment Committee of General Motors for

  General Motors Employees Domestic Group

  
	
   

  	
   

  	
  Pension
  Trust,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Geoffrey W. Johnson

  	
   

  
	
   

  	
   

  	
  Name:  

  
	
   

  	
   

  	
  Title:  

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Fidelity Management Trust Company

  as Investment Manager

  	
   

  
	
   

  	
   

  	
   

  
					



 

















 


STOCKHOLDER:


 


 


	
   

  	
  ML
  CLO XII PILGRIM AMERICA

  
	
   

  	
  (CAYMAN)
  LTD,

  
	
   

  	
  By:

  	
  ING
  Investments, LLC

  
	
   

  	
   

  	
  as
  its investment manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:  

  
	
   

  	
  Title:  

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  as
  a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Robert Wilson

  	
   

  
	
   

  	
   

  	
  Name:
   Robert Wilson

  
	
   

  	
   

  	
  Title:  Senior Vice President

  



 

















 


STOCKHOLDER:


 


	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  KS Capital Partners L.P.

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jack Swain

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jack Swain

  
	
   

  	
   

  	
   

  	
  Title: General Partner

  
						



 

















 


STOCKHOLDER:


 


 


	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  KS International, Inc,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Jack Swain

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Jack Swain

  
	
   

  	
   

  	
   

  	
  Title:  General Partner

  
						



 

















 


STOCKHOLDER:


 


 


	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  MERRILL LYNCH CREDIT PRODUCTS, LLC,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Pierre Batrouni

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title:  PIERRE BATROUNI

            VICE PRESIDENT

  
							



 

















 


STOCKHOLDER:


 


 


	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  ODYSSEY AMERICA REINSURANCE CORPORATION

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Donald L. Smith

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Donald L. Smith

  
	
   

  	
   

  	
   

  	
  Title:   Senior Vice President

  
								



 

















 


STOCKHOLDER:


 


 


	
   

  	
   

  	
  NAME OF
  INSTITUTION:

  
	
   

  	
   

  	
  Sequils-Centurion
  V, Ltd.

  By: RiverSource Investments, LLC as

  Collateral Manager,

  	
   

  
	
   

  	
   

  	
  as a
  Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Vincent
  Pham

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Vincent Pham

  
	
   

  	
   

  	
   

  	
  Title:
    Director - Operations

  
							



 

















 


STOCKHOLDER:


 


 


	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
  Centurion CDO II, Ltd.

  By: RiverSource Investments, LLC as

  Collateral Manager,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Vincent Pham

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Vincent Pham

  
	
   

  	
   

  	
   

  	
  Title:   Director - Operations

  
						



 

















 


STOCKHOLDER:


 


 


	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  JP Morgan Chase Bank, N.A.,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew Opel

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title:  ANDREW OPEL

  AUTHORIZED SIGNATORY

  



 

















 


STOCKHOLDER:


 


 


	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Seneca CBO II, L.P,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas Haag

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Thomas Haag

  
	
   

  	
   

  	
   

  	
  Title:  PM

  



 

















 


STOCKHOLDER:


 


 


	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Seneco CBO III, Limited,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Thomas Haag

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Thomas Haag

  
	
   

  	
   

  	
   

  	
  Title:

  	
  PM

  
						



 

















 


STOCKHOLDER:


 


 


	
   

  	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOL LOAN FUNDING LLC,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ MIKUS N. KINS

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  MIKUS N. KINS

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Attorney-in-fact

  
						



 

















 


STOCKHOLDER:


 


 


	
   

  	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
  Strategic
  Value Master Fund, Ltd.

  
	
   

  	
   

  	
  By:

  	
  Strategic
  Value Partners, LLC

  
	
   

  	
   

  	
   

  	
  Its
  Investment Advisor

  	
   

  
	
   

  	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Vivianne Hernandez

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Vivianne
  Hernandez

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
							



 

















 


STOCKHOLDER:


 


 


	
   

  	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Textron
  Financial Corporation

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Matthew J. Colgan

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Matthew
  J. Colgan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
						



 

















 


STOCKHOLDER:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Sapphire
  Special Opportunities Fund LLC,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  /s/
  Wazata Investment Partners LLC,

  
	
   

  	
   

  	
  Its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joseph M. Deignan

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Joseph
  M. Deignan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 

















 


STOCKHOLDER:


 


 


	
   

  	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Wayland
  Distressed Opportunities Fund I-C LLC,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  /s/
  Wayzata Investment Partners LLC,

  
	
   

  	
   

  	
  Its
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joseph M. Deignan

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Joseph
  M. Deignan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 

















 


STOCKHOLDER:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Wayland
  Distressed Opportunities Fund I-A LLC,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  /s/
  Wayzata Investment Partners LLC,

  
	
   

  	
   

  	
  Its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joseph M. Deignan

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Joseph
  M. Deignan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 

















 


STOCKHOLDER:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Wayland
  Distressed Opportunities Fund I-B LLC,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  /s/
  Wayzata Investment Partners LLC,

  
	
   

  	
   

  	
  Its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joseph M. Deignan

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Joseph
  M. Deignan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 

















 


STOCKHOLDER:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Wayland
  Recovery Fund LLC,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  /s/
  Wayzata Investment Partners LLC,

  
	
   

  	
   

  	
  Its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joseph M. Deignan

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Joseph
  M. Deignan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 

















 


STOCKHOLDER:


 


 


	
   

  	
   

  	
  NAME
  OF INSTITUTION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Wayzata
  Recovery Fund LLC,

  	
   

  
	
   

  	
   

  	
  as a Stockholder

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  /s/
  Wayzata Investment Partners LLC,

  
	
   

  	
   

  	
  Its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Joseph M. Deignan

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Joseph
  M. Deignan

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
						



 






 










Schedule I


 


Stockholders


 


	
   NAME, ADDRESS AND TIN

   	
    

   	
   NUMBER OF SHARES

   
	
    

   	
    

   	
    

   
	
  McLeod
  Depository Corp.

  Susan Atkins

  JP Morgan Chase Bank, N.A.

  270 Park Avenue, 20th Floor

  New York, NY 10017

  

  20-4057039

  	
   

  	
  1,396,739

  
	
   

  	
   

  	
   

  
	
  3V
  Capital Master Fund Ltd.

  Mark Focht

  Libertas Holdings LLC

  1 Greenwich Office Park North

  Greenwich, CT 06831

  

  98-0422169

  	
   

  	
  402,735

  
	
   

  	
   

  	
   

  
	
  Kennett
  Capital Inc.

  Tony Gallo

  Allstate Investment Mgmt. Co.

  3075 Sanders Road., Suite G3B

  Northbrook, IL 60062

  

  52-2145989

  	
   

  	
  72,504

  
	
   

  	
   

  	
   

  
	
  AIMCO
  CDO Series 2000-A

  Tony Gallo

  Allstate Investment Mgmt. Co.

  3075 Sanders Road., Suite G3B

  Northbrook, IL 60062

  

  Offshore Entity

  	
   

  	
  72,504

  
	
   

  	
   

  	
   

  
	
  Banc of
  America Strategic Solutions, Inc.

  Jason Cipriani

  Banc of America Strategic Solutions, Inc.

  214 N. Tyron St., Floor 17

  Charlotte, NC 28255

  

  52-1710675

  	
   

  	
  1,341,604

  



 

















 


	
   NAME, ADDRESS AND TIN

   	
    

   	
   NUMBER OF SHARES

   
	
    

   	
    

   	
    

   
	
  Banc of
  America Securities LLC

  Jon Barnes

  Banc of America Securities LLC

  214 N. Tryon St.

  NC1-027-14-1

  Charlotte, NC 28255

  

  56-2058405

  	
   

  	
  44,295

  
	
    

   	
    

   	
    

   
	
   Calder
   & Co.

   Bank of Nova Scotia

   Attn: Stephen Levi

   1 Liberty Place, Floor 23

   New York, NY 10006

   

   98-6000210

   	
    

   	
   643,235

   
	
    

   	
    

   	
    

   
	
  Bayerische
  Hypo-und Vereinsbank AG, New York Branch

  HVB Group

  Attn: Sal Espisito

  150 E. 42nd Street

  New York, NY 10017

  

  13-2774123

  	
   

  	
  1,063,914

  
	
   

  	
   

  	
   

  
	
  Bear,
  Stearns and Co. Inc.

  Bear Stearns

  Attn: Laura Tarrado

  383 Madison Avenue, Floor 8

  New York, NY 10179

  

  13-3604093

  	
   

  	
  834,727

  



 

















 


	
   NAME, ADDRESS AND TIN

   	
    

   	
   NUMBER OF SHARES

   
	
   

  	
   

  	
   

  
	
  Credit
  Suisse First Boston, International

  CSFB International

  Attn: Diane Richards/Melanie Harries

  1 Cabot Square

  London E14 4QJ

  

  Offshore Entity

  	
   

  	
  852,595

  
	
   

  	
   

  	
   

  
	
  Credit
  Suisse, Cayman Islands Branch

  Ryan Delaney

  Credit Suisse, New York & Cayman Island
  Branches

  11 Madison Avenue, Floor 10

  New York, NY 10010

  

  13-5015677

  	
   

  	
  918,907

  
	
   

  	
   

  	
   

  
	
  Cypress
  Tree Investment Partners I

  Cypress Tree Investment Management

  Attn: Damien Mount

  One Boston Place, Floor 16

  Boston, MA 02108

  Offshore
  Entity

  	
   

  	
  174,009

  
	
   

  	
   

  	
   

  
	
  Simsbury
  CLO, Limited

  JP Morgan Chase Bank

  4 New York Plaza

  New York, NY 10004

  Account C39900; FCC 10200733.3



  Offshore
  Entity

  	
   

  	
  72,504

  
	
   

  	
   

  	
   

  
	
  Commonwealth
  of Massachusetts Pension Reserves Investment Management Board

  John Roche

  Operations Manager

  Fidelity Investments

  82 Devonshire Street - Z1D

  Boston, MA 02109

  

  04-3525740

  	
   

  	
  484,779

  



 

















 


	
   NAME, ADDRESS AND TIN

   	
    

   	
   NUMBER OF SHARES

   
	
   

  	
   

  	
   

  
	
  Fidelity
  Advisor Series I: Fidelity Advisor Leveraged Company Stock Fund

  John Roche

  Operations Manager

  Fidelity Investments

  82 Devonshire Street - Z1D

  Boston, MA 02109

  

  04-3533877

  	
   

  	
  149,007

  
	
   

  	
   

  	
   

  
	
  Fidelity
  Advisor Series II: Fidelity Advisor High Income Advantage

  John Roche

  Operations Manager

  Fidelity Investments

  82 Devonshire Street - Z1D

  Boston, MA 02109

  

  04-2940573

  	
   

  	
  4,914,174

  
	
   

  	
   

  	
   

  
	
  Fidelity
  Securities Fund: Fidelity Leveraged Company Stock Fund

  John Roche

  Operations Manager

  Fidelity Investments

  82 Devonshire Street - Z1D

  Boston, MA 02109

  

  04-3533868

  	
   

  	
  1,701,867

  



 

















 


	
   NAME, ADDRESS AND TIN

   	
    

   	
   NUMBER OF SHARES

   
	
   

  	
   

  	
   

  
	
  Pension Investment Committee of General
  Motors for General Motors Employees Domestic Group Pension Trust

  John Roche

  Operations Manager

  Fidelity Investments

  82 Devonshire Street - Z1D

  Boston, MA 02109

  New York, NY 10004

  

  13-3160892

  	
   

  	
  2,123,877

  
	
   

  	
   

  	
   

  
	
  ML CLO
  XII Pilgrim America (Cayman) Ltd.

  ING Pilgrim Investments

  Attn: Brian Stevens

  7337 East Doubletree Ranch Road

  Scottsdale, AZ 85258

  

  Offshore Entity

  	
   

  	
  116,006

  
	
   

  	
   

  	
   

  
	
  Jefferies
  & Company, Inc.

  Jefferies & Company, Inc.

  Attn: Michael Egan

  Metro Center, One Station Place

  Stamford, CT 06902

  

  95-2622900

  	
   

  	
  818,956

  
	
   

  	
   

  	
   

  
	
  Jefferies
  Employees Opportunity Fund

  Jefferies & Company, Inc.

  Attn: Michael Egan

  Metro Center, One Station Place

  Stamford, CT 06902

  

  06-1567019

  	
   

  	
  159,242

  
	
   

  	
   

  	
   

  
	
  Jefferies
  Partners Opportunity Fund II

  Jefferies & Company, Inc.

  Attn: Michael Egan

  Metro Center, One Station Place

  Stamford, CT 06902

  

  95-4736081

  	
   

  	
  545,971

  



 

















 


	
   NAME, ADDRESS AND TIN

   	
    

   	
   NUMBER OF SHARES

   
	
   

  	
   

  	
   

  
	
  Jefferies
  Partners Opportunity Fund

  Jefferies & Company, Inc.

  Attn: Michael Egan

  Metro Center, One Station Place

  Stamford, CT 06902

  

  95-4714499

  	
   

  	
  750,710

  
	
   

  	
   

  	
   

  
	
  KS
  Capital Partners, LP

  Mike Jemal

  KS Capital Partners, LP

  11 W. 42nd St., 30th Floor

  New York, NY 10036

  

  22-3003767

  	
   

  	
  112,824

  
	
   

  	
   

  	
   

  
	
  KS
  International, Inc.

  Mike Jemal

  KS International, Inc.

  11 W. 42nd St., 30th Floor

  New York, NY 10036

  

  Offshore Entity

  	
   

  	
  47,600

  



 

















 


	
   NAME, ADDRESS AND TIN

   	
    

   	
   NUMBER OF SHARES

   
	
   

  	
   

  	
   

  
	
  Merrill
  Lynch Credit Products LLC

  Merrill Lynch Credit Products LLC

  Attn: Brian Wilson

  4 World Financial Center, Floor 22

  New York, NY 10080

  

  56-2313907

  	
   

  	
  153,562

  
	
   

  	
   

  	
   

  
	
  Odyssey
  America Reinsurance Corporation

  Bank of New York

  1 Wall Street, 2nd Floor Window

  New York, NY 10286

  Attn: Michael Antwi

  

  47-0698507

  For Account #357620

  Odyssey America RE Corp.

  	
   

  	
  1,804,369

  
	
   

  	
   

  	
   

  
	
  Aeries Finance-II Ltd.

  Aeries Finance-II Ltd.

  c/o U.S. Bank Corporate Trust Services

  One Federal Street, 3rd Floor

  Boston, MA 02110

  FCC: Aeries Finance-II Ltd.

  Attn: Jon Warn

  Offshore
  Entity

  	
   

  	
  14,501

  
	
   

  	
   

  	
   

  
	
  Centurion
  CDO II, Ltd.

  RiverSource Investments, LLC

  Attn: Robin Stancil

  100 N. Sepulveda Blvd., Suite 650

  El Segundo, CA 90245

  

  13-6062541

  	
   

  	
  43,502

  
	
   

  	
   

  	
   

  
	
  SEQUILS Centurion V, Ltd.

  Chase Manhattan Bank

  Account G-72953

  4 New York Plaza, Ground Floor

  New York, NY 10004

  Offshore
  Entity

  	
   

  	
  43,502

  



 

















 


	
   NAME, ADDRESS AND TIN

   	
    

   	
   NUMBER OF SHARES

   
	
   

  	
   

  	
   

  
	
  JP
  Morgan Chase Bank, N.A.

  Andrew Faherty

  JP Morgan Chase Bank, N.A.

  270 Park Avenue, 17th Floor

  New York, NY 10017

  

  13-4994650

  	
   

  	
  1,438,224

  
	
   

  	
   

  	
   

  
	
  Seneca
  CBO II L.P.

  Rene Vielmas

  Seneca CBO II L.P.

  600 Travis St., Floor 4

  Houston, TX 77002

  

  Offshore Entity

  	
   

  	
  145,007

  
	
   

  	
   

  	
   

  
	
  Seneca
  CBO III, Limited
 Rene Vielmas

  Seneca CBO III, Limited

  600 Travis St., Floor 4

  Houston, TX 77002

  

  Offshore Entity

  	
   

  	
  145,007

  
	
   

  	
   

  	
   

  
	
  SOL Loan
  Funding LLC

  LaSalle Bank N.A., as Collateral Administrator

  135 S. LaSalle St., Suite 1511

  Chicago, IL 60603

  Attn: CDO Trust Services-Mikas Kins

  

  13-5266470

  	
   

  	
  508,551

  
	
   

  	
   

  	
   

  
	
  Strategic
  Value Master Fund, Ltd.

  Mark Dicintio

  Strategic Value Master Fund, Ltd.

  80 Field Point Rd.

  Greenwich, CT 06830

  

  76-0707813

  	
   

  	
  22,147

  



 

















 


	
   NAME, ADDRESS AND TIN

   	
    

   	
   NUMBER OF SHARES

   
	
   

  	
   

  	
   

  
	
  Textron
  Financial Corporation

  Don Henderson

  Textrou Financial Corporation

  40 Westminster St.

  Providence, RI 02903

  

  05-6008768

  	
   

  	
  437,665

  
	
   

  	
   

  	
   

  
	
  Sapphire
  Special Opportunities Fund, LLC

  Wayzata Investment Partners LLC

  Attn: Susan D. Peterson

  701 East Lake St., Suite 300

  Wayzata, MN 55391

  

  22-3895790

  	
   

  	
  1,126,953

  
	
   

  	
   

  	
   

  
	
  Wayland
  Distressed Opportunities Fund I-C LLC

  Wayzata Investment Partners LLC

  Attn: Susan D. Peterson

  701 East Lake St., Suite 300

  Wayzata, MN 55391

  

  20-0984128

  	
   

  	
  1,423,601

  
	
   

  	
   

  	
   

  
	
  Wayland
  Distressed Opportunities Fund I-A, LLC

  Wayzata Investment Partners LLC

  Attn: Susan D. Peterson

  701 East Lake St., Suite 300

  Wayzata, MN 55391

  

  11-3693643

  	
   

  	
  268,933

  



 

















 


	
   NAME, ADDRESS AND TIN

   	
    

   	
   NUMBER OF SHARES

   
	
   

  	
   

  	
   

  
	
  Wayland
  Distressed Opportunities Fund I-B, LLC

  Wayzata Investment Partners LLC

  Attn: Susan D. Peterson

  701 East Lake St., Suite 300

  Wayzata, MN 55391

  

  33-1086190

  	
   

  	
  246,786

  
	
   

  	
   

  	
   

  
	
  Wayland
  Recovery Fund, LLC

  Wayzata Investment Partners LLC

  Attn: Susan D. Peterson

  701 East Lake St., Suite 300

  Wayzata, MN 55391

  

  22-3875940

  	
   

  	
  1,114,579

  
	
   

  	
   

  	
   

  
	
  WAYZATA
  RECOVERY FUND LLC

  Wayzata Investment Partners LLC

  Attn: Susan D. Peterson

  701 East Lake St., Suite 300

  Wayzata, MN 55391

  

  20-1612509

  	
   

  	
  1,247,826

  



 

















 


Schedule II


 


Holders of Common Stock Who Are Not
Competitor Affiliates


 


	
  3V
  Capital Master Fund Ltd.

  
	
  Aeries
  II Finance Ltd.

  
	
  AIMCO
  CDO Series 2000-A

  
	
  Alliance
  Capital Funding, L.L.C.

  
	
  Andover
  Capital Offshore Partners LTD

  
	
  Andover
  Capital Partners LP

  
	
  Ares
  III CLO Ltd.

  
	
  Ares
  IV CLO Ltd.

  
	
  Ares
  V CLO Ltd

  
	
  Ares
  Leveraged Investment Fund II, L.P.

  
	
  Bank
  of America Strategic Solutions, Inc.

  
	
  Bank
  of America, N.A.

  
	
  Bank
  of Nova Scotia

  
	
  Bayerische
  Hypo-und Vereinsbank AG - New York

  
	
  Bear
  Stearns and Co. Inc.

  
	
  Centurion
  CDO II, Ltd.

  
	
  Citigroup
  Financial Products Inc. fka SB Hld Co

  
	
  Commonwealth
  of Massachusetts Pension Reserves Investment Management Board

  
	
  Credit
  Suisse First Boston International

  
	
  Credit
  Suisse First Boston, New York and Cayman Branch

  
	
  CypressTree
  Investment Partners I

  
	
  D.K.
  Acquisition Partners, L.P.

  
	
  Fidelity
  Advisor Series I: Fidelity Advisor Leveraged Company Stock Fund

  
	
  Fidelity
  Advisor Series II: Fidelity Advisor High Income Advantage Fund

  
	
  Fidelity
  Securities Fund: Fidelity Leveraged Company Stock Fund

  
	
  Goldman
  Sachs Credit Partners L.P.

  
	
  Jefferies
  & Company Inc.

  
	
  Jefferies
  Employees Opportunity Fund LLC

  
	
  Jefferies
  Partners Opportunity Fund LLC 

  
	
  Jefferies
  Partners Opportunity Fund II LLC

  
	
  JPMorgan
  Chase Bank, N.A.

  
	
  Kennett
  Capital Inc.

  
	
  KS
  Capital Partners, LP

  
	
  KS
  International, Inc.

  
	
  Madison
  Avenue CDO I Ltd.

  
	
  Merrill
  Lynch Credit Products LLC

  
	
  Millenium
  Partners LP

  
	
  ML
  CLO XII Pilgrim America (Cayman)

  
	
  New
  Alliance Global CDO, Ltd.

  
	
  Odyssey
  America Reinsurance Corporation

  
	
  Pension
  Investment Committee of General Motors for General Motors Employees Domestic
  Group Pension Trust

  
	
  Quantum
  Partners LDC

  
	
  Royalton
  Company

  
	
  Sapphire
  Special Opportunities Fund LLC

  
	
  Seneca
  CBO II L.P.

  



 

















 


	
  Seneca
  CBO III, Limited

  
	
  SEQUILS
  Centurion V, Ltd.

  
	
  Simsbury
  CLO, Limited

  
	
  SOL
  Loan Funding LLC

  
	
  Strategic
  Value Master Fund, Ltd.

  
	
  Textron
  Financial Corporation

  
	
  Wayland
  Distressed Opportunities Fund I-A LLC

  
	
  Wayland
  Distressed Opportunities Fund I-B LLC

  
	
  Wayland
  Distressed Opportunities Fund I-C LLC

  
	
  Wayland
  Investment Fund II

  
	
  Wayland
  Recovery Fund

  
	
  Wayzata
  Recovery Fund LLC

  



 

















 


EXHIBIT A


 


TAG-ALONG NOTICE


 


This Tag-Along Notice (this “Tag-Along
Notice”) is made as of the date written below by the
undersigned (the “Tag-Along Seller”) in accordance
with the Stockholders Agreement dated as of              
      , 200   (the “Stockholders
Agreement”) among McLeodUSA Incorporated and the holders of
Common Stock listed on Schedule 1 thereto, as the same may be amended from time
to time. Capitalized terms used, but not defined, herein shall have the meaning
ascribed to such terms in the Stockholders Agreement.


 


The undersigned Tag-Along Seller proposes to
Transfer Common Shares pursuant to a Tag-Along Sale (the “Tag-Along
Sale”). The terms and conditions of the Tag-Along Sale are as
follows:


 


Number of
Common Shares proposed to be Transferred in the Tag-Along Sale:


 


Consideration
to be received by Stockholders pursuant to the Tag-Along Sale:


 


All other
material terms and conditions of the Tag-Along Sale:


 


The form of proposed agreement, if any, and a
firm offer by the proposed Transferee to purchase Common Shares from the
Stockholders in accordance with the Stockholders Agreement are attached hereto.


 


If you choose to exercise your Tag-Along
Right in accordance with the Stockholders Agreement, you may send your
Tag-Along Response Notice to the undersigned Tag-Along Seller at the following
address:


 

















 


IN WITNESS WHEREOF, the undersigned has
executed this Tag-Along Notice as of the date written below.


 


Date:                  
     ,             


 


	
   

  	
  [NAME OF TAG-ALONG SELLER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT B


 


TAG-ALONG RESPONSE NOTICE


 


This Tag-Along Response Notice (this “Tag-Along
Response Notice”) is made as of the date written below by the
undersigned (the “Tagging Person”) in accordance with
the Stockholders Agreement dated as of             
    , 200   (the “Stockholders Agreement”)
among McLeodUSA Incorporated and the holders of Common Stock listed on Schedule
1 thereto, as the same may be amended from time to time. Capitalized terms
used, but not defined, herein shall have the meaning ascribed to such terms in
the Stockholders Agreement.


 


In response to the Tag-Along Notice delivered
by                              
(the “Tagging Seller”) on or about                     , 200  ,
regarding a proposed Tag-Along Sale (the “Tag-Along Sale”),
the undersigned Tagging Person hereby requests that such Tagging Seller include
    % of the undersigned Tagging Person’s Tag-Along
Portion, in accordance with the Stockholders Agreement.


 


Please pay or deliver the undersigned Tagging
Person’s pro rata portion of the total consideration Transferred pursuant to
the Tag-Along Sale (net of any fees and expenses in accordance with the Stockholders
Agreement), in accordance with the Stockholders Agreement, as follows:


 


IN WITNESS WHEREOF, the undersigned has
executed this Tag-Along Response Notice as of the date written below.


 


Date:                  
     ,        


 


	
   

  	
  [NAME OF TAGGING PERSON]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 





















 


EXHIBIT C


 


DRAG-ALONG SALE NOTICE


 


This Drag-Along Sale Notice (this “Drag-Along
Sale Notice”) is made as of the date written below by the
undersigned (the “Drag-Along Seller”) in accordance
with the Stockholders Agreement dated as of              
    , 200   (the “Stockholders Agreement”)
among McLeodUSA Incorporated and the holders of Common Stock listed on Schedule
1 thereto, as the same may be amended from time to time. Capitalized terms
used, but not defined, herein shall have the meaning ascribed to such terms in
the Stockholders Agreement.


 


The undersigned Drag-Along Seller proposes to
Transfer Common Shares pursuant to a Drag-Along Sale. The terms and conditions
of such Drag-Along Sale are as follows:


 


Transferee:


 


Consideration
to be received by Stockholders pursuant to the Drag-Along Sale:


 


All other
material terms and conditions of the Drag-Along Sale:


 


IN WITNESS WHEREOF, the undersigned has
executed this Drag-Along Notice as of the date written below.


 


Date:                    
    ,        


 


	
   

  	
  [NAME OF DRAG-ALONG SELLER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT D


 


JOINDER TO STOCKHOLDERS AGREEMENT


 


This Joinder Agreement (this “Joinder
Agreement”) is made as of the date written below by the
undersigned (the “Joining Party”) in accordance with
the Stockholders Agreement dated as of             
   , 200   (the “Stockholders Agreement”)
among McLeodUSA Incorporated and the holders of Common Stock listed on Schedule
1 thereto, as the same may be amended from time to time. Capitalized terms
used, but not defined, herein shall have the meaning ascribed to such terms in
the Stockholders Agreement.


 


The Joining Party hereby acknowledges, agrees
and confirms that, by its execution of this Joinder Agreement, the Joining
Party shall be deemed to be a party to the Stockholders Agreement as of the
date hereof and shall have all of the rights and obligations of a “Stockholder”
thereunder as if it had executed the Stockholders Agreement. The Joining Party
hereby ratifies, as of the date hereof, and agrees to be bound by, all of the
terms, provisions and conditions contained in the Stockholders Agreement.


 


IN WITNESS WHEREOF, the undersigned has
executed this Joinder Agreement as of the date written below.


 


Date:                    
     ,         


 


	
   

  	
  [NAME OF JOINING PARTY]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices: