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Exhibit 4.5    
    


 
 

REGISTRATION RIGHTS 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	 	3
	

ARTICLE 2

REGISTRATION RIGHTS
	

Section 2.01.	
 	
Demand Registration	
 	

3
	Section 2.02.	 	Piggyback Registration	 	5
	Section 2.03.	 	Filing Registration Statements; Lock-Up Agreements	 	6
	Section 2.04.	 	Registration Procedures	 	7
	Section 2.05.	 	Indemnification by the Company	 	9
	Section 2.06.	 	Indemnification by Participating Stockholders	 	10
	Section 2.07.	 	Conduct of Indemnification Proceedings	 	10
	Section 2.08.	 	Contribution	 	11
	Section 2.09.	 	Participation in Public Offering	 	12
	Section 2.10.	 	Other Indemnification	 	12
	Section 2.11.	 	Cooperation by the Company	 	12
	Section 2.12.	 	No Transfer of Registration Rights	 	12
	Section 2.13.	 	Purchases and Sales of Securities	 	12
	

ARTICLE 3

CERTAIN COVENANTS AND AGREEMENTS
	

Section 3.01.	
 	
Limitations on Subsequent Registration Rights	
 	

12
	Section 3.02.	 	Charter or Bylaw Provisions	 	13
	Section 3.03.	 	Conflicting Agreements	 	13
	

ARTICLE 4

MISCELLANEOUS
	

Section 4.01.	
 	
Binding Effect; Assignability	
 	

13
	Section 4.02.	 	Notices	 	13
	Section 4.03.	 	Waiver; Amendment	 	14
	Section 4.04.	 	Fees and Expenses	 	14
	Section 4.05.	 	Governing Law	 	14
	Section 4.06.	 	Jurisdiction	 	14
	Section 4.07.	 	WAIVER OF JURY TRIAL	 	14
	Section 4.08.	 	Specific Enforcement	 	15
	Section 4.09.	 	Effectiveness	 	15
	Section 4.10.	 	Entire Agreement	 	15
	Section 4.11.	 	Severability	 	15










  



 
 

REGISTRATION RIGHTS 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 for so
long as such Common Stock constitutes Registrable Securities hereunder from any such holders, directly or indirectly (the "Stockholders"). 


 
 

W I T N E S S E T H:    
    


        WHEREAS, on October 28, 2005, 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 as a condition 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.    (a) The following terms, as used herein, have the following meanings: 


        "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. 


        "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. 


        "Common Shares" means shares of Common Stock. 



        "Common Stock" means the common stock, par value $.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). 


        "Company Securities" means (i) the Common Stock, (ii) securities convertible into or exchangeable for Common Stock, and
(iii) options, warrants or other rights to acquire Common Stock. 


        "Effective Date" means the Effective Date of and as defined in the Plan. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


        "Fidelity" means Fidelity Management & Research Co. and its Affiliates. 


        "First Public Offering" means the first Public Offering after the date hereof. 


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


        "NASD" means the National Association of Securities Dealers, Inc. 


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


        "Public Offering" means an underwritten public offering of Registrable Securities of the Company 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. 


        "Registrable Securities" means, at any time, any Common Shares until (i) a registration statement covering such Common Shares has
been declared effective by the SEC and such Common Shares have been disposed of pursuant to such effective registration statement or (ii) such Common Shares are sold, assigned or otherwise
disposed of, the Company has delivered a new certificate or other evidence of ownership for such Common Shares not bearing the legend required pursuant to the Stockholders Agreement and such Common
Shares may be resold without subsequent registration under the Securities Act. 


        "Registration Expenses" means any and all expenses incident to the performance of or compliance with any registration or marketing of
securities, including all (i) registration, listing and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated
interdealer quotation system, (ii) fees and expenses of compliance with any securities or "blue sky" laws (including reasonable fees and disbursements of counsel in connection with "blue sky"
qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents
in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company (including all salaries and
expenses of its officers and employees performing legal or accounting duties), (vi) reasonable fees and expenses of counsel for the Company and customary fees and expenses for independent
certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by
independent certified public accountants of any comfort letters requested pursuant to Section 2.04(h)), (vii) reasonable fees and expenses of any special experts retained by the Company
in connection with such registration, (viii) reasonable fees and expenses of one counsel for all of the Stockholders participating in the offering (selected by the Stockholders holding the
majority of the Registrable Securities to be sold for the account of all Stockholders in the offering), (ix) fees and expenses in connection with any review by the NASD of the underwriting
arrangements or other terms of the offering, and all fees and expenses of any "qualified independent underwriter," including the fees and expenses of any counsel thereto, (x) fees and
disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities,
(xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any "blue sky" or legal investment memoranda and any selling agreements and other documents in
connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents' and registrars' fees and expenses and the fees and expenses of any other agent or trustee
appointed in connection with such offering, (xiii) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to
rating agencies and (xiv) all out-of-pocket costs and expenses incurred by the Company or its appropriate officers in connection with their compliance with
Section 2.04(l). Except as set forth in clause (viii) above, Registration Expenses shall not include any out-of-pocket expenses of any Stockholders (or any agents
who manage their accounts). 


        "Rule 144" means Rule 144 (or any successor provisions) under the Securities Act. 


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        "SEC" means the Securities and Exchange Commission. 


        "Securities Act" means the Securities Act of 1933, as amended. 



        "Stockholders Agreement" means that certain Stockholders Agreement, dated as of the Effective Date of the Plan, among the Company and the
holders of Common Stock listed on Schedule I thereto. 


        "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. 



        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 and Schedules are to Articles, Sections and Schedules of this
Agreement unless otherwise specified. All 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 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
  REGISTRATION RIGHTS    



        Section 2.01.    Demand Registration.    (a) If at any time following the first anniversary of the
Effective Date, the Company shall receive a request from any Stockholder, or group of Stockholders, that holds in the aggregate 20% (or, if the First Public Offering has occurred, any Stockholder, or
group of Affiliated Stockholders, that holds in the aggregate 10%) or more of the then outstanding Common Stock (the "Requesting Stockholder") that the
Company effect the registration under the Securities Act of all or any portion of such Requesting Stockholder's Registrable Securities, and specifying the intended method of disposition thereof, then
the Company shall promptly give notice of such requested registration (each such request shall be referred to herein as a "Demand Registration") at
least 20 Business Days prior to the anticipated filing date of the registration statement relating to such Demand Registration to the other Stockholders and thereupon shall use its best efforts to
effect, as expeditiously as possible, the registration under the Securities Act of: 



          (i)  all
Registrable Securities for which the Requesting Stockholders have requested registration under this Section 2.01, and 


         (ii)  subject
to the restrictions set forth in Sections 2.01(h) andSection 2.09, all other Registrable Securities that any other Stockholders (all such other Stockholders,
together with the Requesting Stockholders, the "Registering Stockholders") have requested the Company to register by request received by the Company
within 20 Business Days after such Stockholders receive the Company's notice of the Demand Registration (such request shall include all information with respect to such Stockholder required to effect
the registration of such Stockholder's Registrable Securities), 



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all
to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered,  provided that, subject to
Section 2.01(d)(g), the Company shall not be obligated to effect more than 4 Demand Registrations (at least one of
which shall be available for use after the First Public Offering has occurred), and provided further that the Company shall not be obligated to effect a
Demand Registration unless (i) the aggregate market price or fair value on the date of such request of the Registrable Securities requested to be included in such Demand Registration equals or
exceeds $25,000,000 or (ii) the number of Common Shares requested to be registered pursuant to such Demand Registration equals or exceeds 10% of then outstanding Common Shares on the date of
such request. In no event shall the Company be required to effect more than one Demand Registration hereunder within any six-month period. 


        (b)   Promptly
after the expiration of the 20 Business Day-period referred to in Section 2.01(a)(ii), the Company will notify all Registering Stockholders
of the identities of the other Registering Stockholders and the number of shares of Registrable Securities requested to be included therein. At any time prior to the effective date of the registration
statement relating to such registration, the Requesting Stockholders may revoke such request, without liability to any of the other Registering Stockholders, by providing a notice to the Company
revoking such request. A request, so revoked, shall be considered to be a Demand Registration unless (i) such revocation arose out of the fault of the Company (in which case the Company shall
be obligated to pay all Registration Expenses in connection with such revoked request), or (ii) the Requesting Stockholders reimburse the Company for all Registration Expenses of such revoked
request. 


        (c)   The
Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether such Registration is effected, except
as set forth in Section 2.01(b). 


        (d)   Any
registration statement filed pursuant to a Demand Registration shall be a shelf registration statement that complies with the provisions of Rule 415 under the
Securities Act, unless otherwise agreed by the Requesting Stockholder and at least one other Stockholder, or group of Affiliated Stockholders, if any, that holds in the aggregate 20% or more of the
then outstanding Registrable Securities (a "Second Large Holder"); provided that the first registration
statement filed pursuant to a Demand Registration after the First Public Offering shall be a shelf registration statement that complies with the provisions of Rule 415 under the Securities Act. 


        (e)   Unless
otherwise agreed with the Requesting Stockholder and at least one Second Large Holder, if any, any registration of the Company's Common Stock pursuant to this
Section 2.01 shall be effected solely for the purpose of registering the offer and sale of the Common Stock held by the Registering Stockholders and shall not be effected for any offer or sale
by the Company of securities by the Company. 


        (f)    If
requested by any Stockholder, or group of Stockholders, that holds in the aggregate 20% (or, if the First Public Offering has occurred, any Stockholder, or group of
Affiliated Stockholders, that holds in the aggregate 10%) or more of the then outstanding Common Stock, the Company shall use its best efforts to have the Common Stock quoted on the Nasdaq National
market or listed on a national securities exchange, in each case as designated by such Requesting Stockholder so long as the Company is subject to the reporting requirements under the Exchange Act,
whether or not as a result of a Demand Registration, and otherwise qualifies for such quotation or listing. 


        (g)   A
Demand Registration shall not be deemed to have occurred: 



          (i)  unless
the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at
least 180 days, or in the case of a shelf registration statement, two years (or such shorter period in which all Registrable Securities of the Registering Stockholders included in such
registration have actually been sold thereunder), 



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 provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration
statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities
included in such registration statement have been sold thereunder; or 


         (ii)  if
the Maximum Offering Size is reduced in accordance with Section 2.01(h) such that less than 662/3% of the Registrable Securities of the
Requesting Stockholders sought to be included in such registration are included. 




        (h)   If
a Demand Registration involves an underwritten Public Offering and the managing underwriter advises the Company and the Requesting Stockholders that, in its view, the
number of shares of Registrable Securities requested to be included in such registration (including any securities that the Company proposes to be included that are not Registrable Securities) exceeds
the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the "Maximum Offering
Size"), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: 



          (i)  first,
all Registrable Securities requested to be registered by any Registering Stockholders (allocated, if necessary for the offering not to exceed the Maximum
Offering Size, pro rata among such entities on the basis of the relative number of Registrable Securities so requested to be included in such registration by each), and 


         (ii)  second,
subject to Section 2.01(e), any securities proposed to be registered for the account of the Company. 




        (i)    Upon
notice to each Registering Stockholder, the Company may postpone effecting a registration pursuant to this Section 2.01 on one occasion during any period of
six consecutive months for a reasonable time specified in the notice but not exceeding 60 days (which period may not be extended or renewed), if (i) an investment banking firm of
recognized national standing shall advise the Company and the Requesting Stockholders in writing that effecting the registration would materially and adversely affect an offering of securities of such
Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified
in such notice the Company reasonably believes would not be in the best interests of the Company. 


        Section 2.02.    Piggyback Registration.    (a) If the Company, subject to Section 2.03, proposes
to register any Company Securities under the Securities Act (other than a registration on Form S-8 or S-4, or any successor forms, relating to Common Shares issuable
upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another
Person), whether or not for sale for its own account, the Company shall each such time give prompt notice at least 30 Business Days prior to the anticipated filing date of the registration statement
relating to such registration to each Stockholder owning any Common Shares, which notice shall set forth such Stockholder's rights under this Section 2.02 and shall offer such Stockholder the
opportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (a
"Piggyback Registration"), subject to the provisions of Section 2.02(b). Upon the request of any such Stockholder made within 15 Business Days
after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by such Stockholder), the Company shall use its best efforts to
effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by all such Stockholders, to the extent requisite to permit the
disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering,
all such Stockholders requesting to be included in the Company's registration must sell 


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their
Registrable Securities to the underwriters selected as provided in Section 2.04(f) on the same terms and conditions as apply to the Company or the Requesting Stockholders, as applicable,
and (ii) if, at any time after giving notice of its intention to register any Company Securities pursuant to this Section 2.02 and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, the Company shall give notice to all such Stockholders and, thereupon,
shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 2.02 shall relieve the Company of
its obligations to effect a Demand Registration to the extent required by Section 2.01. The Company shall pay all Registration Expenses in connection with each Piggyback Registration. 


        (b)   If
a Piggyback Registration involves an underwritten Public Offering (other than any Demand Registration, in which case the provisions with respect to priority of
inclusion in such offering set forth in Section 2.01(h) shall apply) and the managing underwriter advises the Company that, in its view, the number of Shares that the Company and such
Stockholders intend to include in such registration exceeds the Maximum Offering Size, the Company shall include in such registration, in the following priority, up to the Maximum Offering Size: 



          (i)  first,
so much of the Company Securities proposed to be registered for the account of the Company as would not cause the offering to exceed the Maximum Offering Size, 


         (ii)  second,
all Registrable Securities requested to be included in such registration by any Stockholders pursuant to Section 2.02 (allocated, if necessary for the
offering not to exceed the Maximum Offering
Size, pro rata among such Stockholders on the basis of the relative number of shares of Registrable Securities so requested to be included in such registration by each), and 


        (iii)  third,
any securities proposed to be registered for the account of any other Persons with such priorities among them as the Company shall determine. 




        Section 2.03.    Filing Registration Statements; Lock-Up Agreements.    (a) Prior to the
earlier of (i) the sale, assignment or other disposition by Fidelity of such number of Common Shares held by it that it no longer holds an aggregate of 20% or more of the then outstanding
Common Stock and (ii) eighteen months after the Effective Date, the Company may not file with the SEC any registration statement to register any securities of the Company for the sale for its
own account under the Securities Act (other than a registration on Form S-8 or S-4, or any successor forms, relating to Common Shares issuable upon exercise of employee
stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect acquisition by the Company of another Person) and thereafter, the
Company may so file such a registration statement so long as a majority of the members of the Company's Board and a majority of the Stockholders approve such a filing. 


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        (b)   If any registration of Registrable Securities shall be effected in connection with a Public Offering, neither the Company nor any Stockholder shall effect any public
sale or distribution, including any sale pursuant to Rule 144, of any Company Securities or other security of the Company (except as part of such Public Offering) during the period beginning
14 days prior to the effective date of the applicable registration statement until the earlier of (i) such time as the Company and the lead managing underwriter shall agree and
(ii) 90 days (or 180 days if the registration of such Registrable Securities is the First Public Offering). 


        Section 2.04.    Registration Procedures.    Whenever Stockholders request that any Registrable Securities be
registered pursuant to Section 2.01 or 2.02, subject to the provisions of such Sections, the Company shall use its best efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof as quickly as practicable, and, in connection with any such request: 


        (a)   The
Company shall as expeditiously as possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel
for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution
thereof, and use its best efforts to cause such filed registration statement to become and remain effective continuously for a period of not less than 180 days, or in the case of a shelf
registration statement, two years (or such shorter period in which all of the Registrable Securities of the Registering Stockholders included in such registration statement shall have actually been
sold thereunder). 


        (b)   Prior
to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to each participating Stockholder
and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall
furnish to such Stockholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and
documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed
under Rule 424 or Rule 430A under the Securities Act and such other documents as such Stockholder or underwriter may reasonably request in order to facilitate the disposition of the
Registrable Securities owned by such Stockholder. Each Stockholder shall have the right to request that the Company modify any information contained in such registration statement, amendment and
supplement thereto pertaining to such Stockholder and the Company shall use its best efforts to comply with such request, provided, however, that the
Company shall not have any obligation so to modify any information if the Company reasonably expects that so doing would cause the prospectus to contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements therein not misleading. 


        (c)   After
the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and,
as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable
Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Registering Stockholders thereof set forth in such
registration statement or supplement to such prospectus and (iii) promptly notify each Registering Stockholder holding Registrable Securities covered by such registration statement of any stop
order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered. 


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        (d)   The
Company shall use its best efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or
"blue sky" laws of such jurisdictions in the United States as any Registering Stockholder holding such Registrable Securities reasonably (in light of such Stockholder's intended plan of distribution)
requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and
operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Stockholder to consummate the disposition of the Registrable Securities
owned by such Stockholder, provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section 2.04(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in
any such jurisdiction. 


        (e)   The
Company shall immediately notify each Registering Stockholder holding such Registrable Securities covered by such registration statement, at any time when a
prospectus relating thereto is required to be delivered under the Securities Act, of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading and promptly prepare and make available to each such Stockholder and file with the SEC any such supplement or amendment. 


        (f)    (i) the
Requesting Stockholders shall have the right to select an underwriter or underwriters in connection with any Public Offering resulting from the exercise
by such Requesting Stockholder of a Demand Registration, which selection shall be subject to the approval of the Company, which approval shall be reasonably given, and (ii) the Company shall
select an underwriter or underwriters in connection with any other Public Offering. In connection with any Public Offering, the Company shall enter into customary agreements (including an underwriting
agreement in customary form) and take such all other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such Public Offering,
including the engagement of a "qualified independent underwriter" in connection with the qualification of the underwriting arrangements with the NASD. 


        (g)   Upon
execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by any
Registering Stockholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Agreement and any attorney, accountant or
other professional retained by any such Stockholder or underwriter (collectively, the "Inspectors"), all financial and other records, pertinent
corporate documents and properties of the Company (collectively, the "Records") as shall be reasonably necessary or desirable to enable them to exercise
their due diligence responsibility, and cause the Company's officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration
statement. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the
disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction. Each Registering Stockholder agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be
used by it or its Affiliates as the basis for any market transactions in the Company Securities unless and until such information is made generally available to the public. Each Registering
Stockholder further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give notice to the Company and allow the Company, at its
expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential. 


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        (h)   The
Company shall furnish to each Registering Stockholder and to each such underwriter, if any, a signed counterpart, addressed to such Registering Stockholder or
underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company's independent public accountants, each in customary
form and covering such matters of the kind customarily covered by opinions or comfort letters, as the case may be, as a majority of such Registering Stockholders or the managing underwriter therefor
reasonably requests. 


        (i)    The
Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as
reasonably practicable, an earnings statement or such other document covering a period of 12 months, beginning within three months after the effective date of the registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. 


        (j)    The
Company may require each Registering Stockholder promptly to furnish in writing to the Company such information regarding the distribution of the Registrable
Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. 



        (k)   Each
Registering Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.04(e), such
Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Stockholder's receipt of the copies
of the supplemented or amended prospectus contemplated by Section 2.04(e), and, if so directed by the Company, such Stockholder shall deliver to the Company all copies, other than any permanent
file copies then in such Stockholder's possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the
Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 2.04(a)) by the number of days during the
period from and including the date of the giving of notice pursuant to Section 2.04(e) to the date when the Company shall make available to such Stockholder a prospectus supplemented or amended
to conform with the requirements of Section 2.04(e). 


        (l)    The
Company shall have appropriate officers of the Company (i) prepare and make presentations at any "road shows" and before analysts and rating agencies, as the
case may be, (ii) take other actions to obtain ratings for any Registrable Securities and (iii) otherwise use their best efforts to cooperate as reasonably requested by the underwriters
in the offering, marketing or selling of the Registrable Securities. 


        (m)  The
Company's obligations under this Section 2.04 shall not be conditioned upon any Registering Stockholder (other than the Requesting Stockholders) meeting the
information requirements of Section 2.01(a)(ii). 


        Section 2.05.    Indemnification by the Company.    The Company agrees to indemnify and hold harmless each
Stockholder holding Registrable Securities covered by a registration statement, its officers, directors, employees, partners and agents, and each Person, if any, who controls such Stockholder within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable
expenses of investigation and reasonable attorneys' fees and expenses) ("Damages") caused by or relating to any untrue statement or alleged untrue
statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments
or supplements thereto) or any preliminary prospectus, or caused by or relating to any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged 


9







 



untrue
statement or omission so made based upon information furnished in writing to the Company by such Stockholder or on such Stockholder's behalf expressly for use therein,  provided that, with respect to any
untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, or in any
prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any Damages result from the fact that a current copy of the prospectus (or such
amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities
concerned to such Person if it is determined that the Company has provided such prospectus to such Stockholder and it was the responsibility of such Stockholder to provide such Person with a current
copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would
have cured the defect giving rise to such Damages. The Company also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such
underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Stockholders
provided in this Section 2.05. 


        Section 2.06.    Indemnification by Participating Stockholders.    Each Stockholder holding Registrable
Securities included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who
controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to
such Stockholder, but only (i) with respect to information furnished in writing by such Stockholder or on such Stockholder's behalf expressly for use in any registration statement or prospectus
relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any Damages result from the fact that a current copy of
the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of
the Registrable Securities concerned to such Person if it is determined that it was the responsibility of such Stockholder to provide such Person with a current copy of the prospectus (or such amended
or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such
loss, claim, damage, liability or expense. Each such Stockholder also agrees to indemnify and hold harmless underwriters of the Registrable Securities, their officers and directors and each Person who
controls such underwriters within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as such Stockholder is
required to indemnify the Company as provided in this Section 2.06. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 2,
the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by
underwriters with respect to similar securities. No Stockholder shall be liable under this Section 2.06 for any Damages in excess of the net proceeds realized by such Stockholder in the sale of
Registrable Securities of such Stockholder to which such Damages relate. 


        Section 2.07.    Conduct of Indemnification Proceedings.    If any proceeding (including any governmental
investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article 2, such Person (an "Indemnified
Party") shall promptly notify the Person against whom such indemnity may be sought (the "Indemnifying Party") in writing and the
Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses,  provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations
hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have 


10







 



the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party
shall have mutually agreed to the retention of such counsel or (ii) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying
Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all
such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by the Indemnified Parties.
The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the
plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or
judgment. Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which any Indemnified
Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from
all liability arising out of such proceeding. 


        Section 2.08.    Contribution.    If the indemnification provided for in this Article 2 is unavailable
to the Indemnified Parties in respect of any Damages, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Damages (i) as between the Company and the Stockholders holding Registrable Securities covered by a registration statement on the one hand and the
underwriters on the other, in such proportion as is appropriate to reflect the relative benefits received by the Company and such Stockholders on the one hand and the underwriters on the other, from
the offering of the Registrable Securities, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the
relative fault of the
Company and such Stockholders on the one hand and of such underwriters on the other in connection with the statements or omissions that resulted in such Damages, as well as any other relevant
equitable considerations and (ii) as between the Company on the one hand and each such Stockholder on the other, in such proportion as is appropriate to reflect the relative fault of the
Company and of each such Stockholder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Company and such
Stockholders on the one hand and such underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but
before deducting expenses) received by the Company and such Stockholders bear to the total underwriting discounts and commissions received by such underwriters, in each case as set forth in the table
on the cover page of the prospectus. The relative fault of the Company and such Stockholders on the one hand and of such underwriters on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and such
Stockholders or by such underwriters. The relative fault of the Company on the one hand and of each such Stockholder on the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission. 


        The
Company and the Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.08 were determined by pro rata allocation (even if the
underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding
paragraph. The amount paid 


11







 



or
payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.08, no
underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were
offered to the public exceeds the amount of any Damages that such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission,
and no Stockholder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities of such Stockholder were offered to the public (less
underwriters' discounts and commissions) exceeds the amount of any Damages that such Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. Each Stockholder's obligation to contribute pursuant to this Section 2.08 is several in the proportion that the proceeds of the offering received by
such Stockholder bears to the total proceeds of the offering received by all such Stockholders and not joint. 


        Section 2.09.    Participation in Public Offering.    No Stockholder may participate in any Public Offering
permitted under Section 2.01(d) unless such Stockholder (a) agrees to sell such Stockholder's Registrable
Securities on the basis provided in any underwriting arrangements approved by the Company and Stockholders holding at least a majority of the Registrable Securities included in such Public Offering
and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting
arrangements and the provisions of this Agreement in respect of registration rights. 


        Section 2.10.    Other Indemnification.    Indemnification similar to that specified herein (with appropriate
modifications) shall be given by the Company and each Stockholder participating therein with respect to any required registration or other qualification of securities under any federal or state law or
regulation or governmental authority other than the Securities Act. 



        Section 2.11.    Cooperation by the Company.    If any Stockholder shall transfer any Registrable Securities
pursuant to Rule 144, the Company shall cooperate, to the extent commercially reasonable, with such Stockholder and shall provide to such Stockholder such information as such Stockholder shall
reasonably request. 


        Section 2.12.    No Transfer of Registration Rights.    None of the rights of Stockholders under this
Article 2 shall be assignable by any Stockholder to any Person acquiring Securities in any Public Offering. 



        Section 2.13.    Purchases and Sales of Securities.    The Company shall not, and shall use its best efforts to
cause its affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any Common Shares. 


 
 

ARTICLE 3
  CERTAIN COVENANTS AND AGREEMENTS    




        Section 3.01.    Limitations on Subsequent Registration Rights.    The Company agrees that it shall not enter
into any agreement with any holder or prospective holder of any securities of the Company (a) that would allow such holder or prospective holder to include such securities in any Demand
Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their
inclusion would not reduce the amount of the Registrable Securities of the Stockholders included therein or (b) on terms otherwise more favorable than this Agreement. 


12







 

        Section 3.02.    Charter or Bylaw Provisions.    Each Stockholder agrees to vote its Company Securities or
execute proxies or written consents, as the case may be, to ensure that the Company's certificate of incorporation and bylaws (a) facilitate, and do not at any time conflict with, any provision
of this Agreement and (b) permit each Stockholder to receive the benefits to which each such Stockholder is entitled under this Agreement. 



        Section 3.03.    Conflicting Agreements.    The Company represents that it has not, and agrees that it shall
not, enter into any agreement that is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. 


 
 

ARTICLE 4
  MISCELLANEOUS    




        Section 4.01.    Binding Effect; Assignability.    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 successors,
assigns and, subject to Section 2.12, transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent holders of Registrable
Securities. 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. If any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities
shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. 


        Section 4.02.    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, or such other address as provided by such Stockholder to the Company. 




13













   
        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 4.03.    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 4.04.    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 Company Securities held by all Stockholders) in connection with any amendment or waiver of this Agreement or any transactions related thereto. 


        Section 4.05.    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 4.06.    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 4.02 shall be deemed effective service of process on such party. 



        Section 4.07.    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. 


14







 



        Section 4.08.    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 4.09.    Effectiveness.    This Agreement shall become effective upon the Effective Date of and as
defined in the Plan. 


        Section 4.10.    Entire Agreement.    This Agreement and the Stockholders 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 4.11.    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. 


15







 

        IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its authorized officer and each Stockholder is deemed to have accepted and agreed this Agreement pursuant
to the terms of the Plan, in each case as of the day and year first above written. 



	 	 	MCLEODUSA INCORPORATED
	

 	
 	

/s/  JAMES THOMPSON      

	 	 	Name: James Thompson
	 	 	Title: Group VP & General Counsel & Secretary




16







 


	 	 	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




17







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

McLeod Depository Corp,
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Susan E. Atkins

	 	 	 	 	Name:	Susan E. Atkins
	 	 	 	 	Title:	President




18







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

3V Capital Master Fund Ltd
    as a Stockholder
	

 	
 	

 	

By:	

/s/ ILLEGIBLE

	 	 	 	 	Name:	 
	 	 	 	 	Title:	 




19







 


	 	 	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




20







 


	 	 	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




21







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Banc of America Strategic Solutions, Inc.
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Joshua Podietz

	 	 	 	 	Name:	Joshua Podietz
	 	 	 	 	Title:	Vice President




22







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

BANC OF AMERICA SECURITIES LLC
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Jonathan M. Barnes

	 	 	 	 	Name:	Jonathan M. Barnes
	 	 	 	 	Title:	Associate




23







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Calder & Co.
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Vilma Pindling

	 	 	 	 	Name:	VILMA PINDLING
	 	 	 	 	Title:	SENIOR ASSISTANT AGENT




24







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Bayerische Hypo-und Vereinsbank AG, New York Branch
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Salvatore Esposito

	 	 	 	 	Name:	Salvatore Esposito
	 	 	 	 	Title:	Managing Director




25







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Bear Stearns & Co. Inc.
    as a Stockholder
	

 	
 	

 	

By:	

/s/ John E. McDermott

	 	 	 	 	Name:	JOHN E. McDERMOTT
	 	 	 	 	Title:	SENIOR MANAGING DIRECTOR




26







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

CREDIT SUISSE FIRST BOSTON INTERNATIONAL
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Irina Borisova

	 	 	 	 	Name:	Irina Borisova
	 	 	 	 	Title:	Vice President




27







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Credit Suisse, acting through its Cayman Branch
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Didier Siffer

	 	 	 	 	Name:	Didier Siffer
	 	 	 	 	Title:	Director
	

 	
 	

 	

By:	

/s/ Carol Flaton

	 	 	 	 	Name:	Carol Flaton
	 	 	 	 	Title:	Managing Director




28







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	
CypressTree Investment Parters I, Ltd.,
	

 	
 	

 	

By:	

CypressTree Investment Management Company, Inc.,

as Portfolio Manager.
	

 	
 	

 	

By:	

/s/ Robert Weeden

	 	 	 	 	Name:	Robert Weeden
	 	 	 	 	Title:	Managing Director




29







 


	 	 	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




30







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Commonwealth of Massachusetts Pension Reserves Investment Management Board,

By: Fidelity Management Trust Company, as Investment Manager
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Geoffrey W. Johnson

	 	 	 	 	Name:	 
	 	 	 	 	Title:	 




31







 


	 	 	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




32







 


	 	 	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




33







 


	 	 	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




34







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

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

 	
 	

 	

By:	

Fidelity Management Trust Company

    as Investment Manager
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Geoffrey W. Johnson

	 	 	 	 	Name:	 
	 	 	 	 	Title:	 




35







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

ML CLO XII PILGRIM AMERICA (CAYMAN) LTD,
    as a Stockholder
	

 	
 	

 	

By:	

ING Investments, LLC as its investment manager
	

 	
 	

 	

By:	

/s/ Robert Wilson

	 	 	 	 	Name:	Robert Wilson
	 	 	 	 	Title:	Senior Vice President




36







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

Jefferies & Company, LLC
	

 	
 	

 	

By:	

/s/ Robert J. Welch

	 	 	 	 	Name:	Robert J. Welch
	 	 	 	 	Title:	Senior Vice President




37







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

Jefferies Employees Opportunity Fund, LLC
	

 	
 	

 	

By:	

/s/ Robert J. Welch

	 	 	 	 	Name:	Robert J. Welch
	 	 	 	 	Title:	Chief Financial Officer




38







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

Jefferies Partners Opportunity Fund II, LLC
	

 	
 	

 	

By:	

/s/ Robert J. Welch

	 	 	 	 	Name:	Robert J. Welch
	 	 	 	 	Title:	Chief Financial Officer




39







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

Jefferies Partners Opportunity Fund, LLC
	

 	
 	

 	

By:	

/s/ Robert J. Welch

	 	 	 	 	Name:	Robert J. Welch
	 	 	 	 	Title:	Chief Financial Officer




40







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

KS Capital Parner, L.P.,
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Jack Swain

	 	 	 	 	Name:	Jack Swain
	 	 	 	 	Title:	General Partner




41







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

KS International, Inc.,
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Jack Swain

	 	 	 	 	Name:	Jack Swain
	 	 	 	 	Title:	General Partner




42







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

MERRILL LYNCH CREDIT PRODUCTS, LLC,
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Pierre Batrouni

	 	 	 	 	Name:	PIERRE BATROUNI
	 	 	 	 	Title:	Vice President




43







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

ODYSSEY AMERICA REINSURANCE CORPORATION,
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Donald L. Smith

	 	 	 	 	Name:	Donald L. Smith
	 	 	 	 	Title:	Senior Vice President




44







 


	 	 	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




45







 


	 	 	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




46







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

JPMorgan Chase Bank, N.A.,
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Andrew Opel

	 	 	 	 	Name:	ANDREW OPEL
	 	 	 	 	Title:	AUTHORIZED SIGNATORY




47







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Seneca CBO II, L.P.,
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Tom Haag

	 	 	 	 	Name:	Tom Haag
	 	 	 	 	Title:	PM




48







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Seneca CBO III, Limited,
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Tom Haag

	 	 	 	 	Name:	Tom Haag
	 	 	 	 	Title:	PM




49







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

SOL LOAN FUNDING, LLC,
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Mikus N. Kins

	 	 	 	 	Name:	Mikus N. Kins
	 	 	 	 	Title:	Attorney-in-fact




50







 


	 	 	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




51







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Textron Financial Corporation,
    as a Stockholder
	

 	
 	

 	

By:	

/s/ Matthew J. Colgan

	 	 	 	 	Name:	Matthew J. Colgan
	 	 	 	 	Title:	Senior Vice President




52







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Sapphire Special Opportunities Fund, LLC,
    as a Stockholder
	

 	
 	

 	

By:	

Wayzata Investment Partners, LLC,

its Manager
	

 	
 	

 	

By:	

/s/ Joseph M. Deignan

	 	 	 	 	Name:	Joseph M. Deignan
	 	 	 	 	Title:	Authorized Signatory




53







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Wayland Distressed Opportunities Fund I-C, LLC,
    as a Stockholder
	

 	
 	

 	

By:	

Wayzata Investment Partners, LLC,

its Manager
	

 	
 	

 	

By:	

/s/ Joseph M. Deignan

	 	 	 	 	Name:	Joseph M. Deignan
	 	 	 	 	Title:	Authorized Signatory




54







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Wayland Distressed Opportunities Fund I-A, LLC,
    as a Stockholder
	

 	
 	

 	

By:	

Wayzata Investment Partners, LLC,

its Manager
	

 	
 	

 	

By:	

/s/ Joseph M. Deignan

	 	 	 	 	Name:	Joseph M. Deignan
	 	 	 	 	Title:	Authorized Signatory




55







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Wayland Distressed Opportunities Fund I-B, LLC,
    as a Stockholder
	

 	
 	

 	

By:	

Wayzata Investment Partners, LLC,

its Manager
	

 	
 	

 	

By:	

/s/ Joseph M. Deignan

	 	 	 	 	Name:	Joseph M. Deignan
	 	 	 	 	Title:	Authorized Signatory




56







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Wayland Recovery Fund, LLC,
    as a Stockholder
	

 	
 	

 	

By:	

Wayzata Investment Partners, LLC,

its Manager
	

 	
 	

 	

By:	

/s/ Joseph M. Deignan

	 	 	 	 	Name:	Joseph M. Deignan
	 	 	 	 	Title:	Authorized Signatory




57







 


	 	 	STOCKHOLDER:
	

 	
 	

 	

NAME OF INSTITUTION:
	

 	
 	

 	

Wayzata Recovery Fund, LLC,
    as a Stockholder
	

 	
 	

 	

By:	

Wayzata Investment Partners, LLC,

its Manager
	

 	
 	

 	

By:	

/s/ Joseph M. Deignan

	 	 	 	 	Name:	Joseph M. Deignan
	 	 	 	 	Title:	Authorized Signatory




58









 
 

SCHEDULE I    
    



	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
	


	

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
	


	

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
	


	

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
	


	 	 	 










	

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
	


	

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
	


	

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
	


	

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
	


	 	 	 









	

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
	


	

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
	













 
 

FIRST AMENDMENT TO
  REGISTRATION RIGHTS AGREEMENT    
    


        This First Amendment to Registration Rights Agreement (the "First Amendment") is entered into as of September 22nd, 2006, by and among
McLeodUSA Incorporated, a Delaware corporation (the "Company"), and the holders of Common Stock who are parties hereto (the "Amending Stockholders"). 


        WHEREAS,
the Company and the holders of Common Stock listed on Schedule I thereto (the "Stockholders") entered into that certain Registration Rights Agreement, dated as of
January 6, 2006 (the "Registration Rights Agreement"); and 


        WHEREAS,
pursuant to Section 4.03 of the Registration Rights Agreement, the Registration Rights Agreement may be amended upon the approval of (i) a majority of the Board of
Directors of the Company (the "Board") and (ii) Stockholders holding at least two-thirds of the outstanding Common Shares; and 


        WHEREAS,
this First Amendment has been approved by the Board and has received the approval of the Amending Stockholders who represent in excess of two-thirds of the
outstanding Common Shares. 



        NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 



	1.
	Definitions.    Capitalized terms used but not defined in this First Amendment shall have the respective meanings specified in
the Registration Rights Agreement.



	2.
	Amendment.



	(a)
	Section 2.03(a)
is hereby amended in its entirety as follows: 







        Filing Registration Statements; Lock-Up Agreements.    (a) Prior to the earlier of (i) the sale, assignment
or other disposition by Fidelity of such number of Common Shares held by it that it no longer holds an aggregate of 20% or more of the then outstanding Common Stock and (ii) eighteen months
after the Effective Date, the Company may not file with the SEC any registration statement to register any equity securities of the Company (or securities convertible or exchangeable for equity of the
Company) (collectively, "Equity Securities") for the sale for its own account under the Securities Act (other than a registration on Form S-8 or S-4, or any successor
forms, relating to Common Shares issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan of the Company or in connection with a direct or indirect
acquisition by the Company of another Person) and thereafter, the Company may so file such a registration statement so long as a majority of the members of the Company's Board and a majority of the
Stockholders approve such a filing. 



	(b)
	Section 3.01
is hereby amended in its entirety as follows: 





        Limitations on Subsequent Registration Rights.    The Company agrees that it shall not enter into any agreement (a) with
any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to include such securities in any Demand Registration unless, under the terms of
such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities
of the Stockholders included therein, (b) with any holder or prospective holder of any Equity Securities that would allow such holder or prospective holder to include such securities in any
Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would
not reduce the amount of the Registrable Securities 










 



of
the Stockholders included therein or (c) with any holder or prospective holder of any Equity Securities that is on terms that are otherwise more favorable than this Agreement to such holder
or prospective holder. 



	(c)
	All
references in the Registration Rights Agreement to the term "Agreement" shall be deemed for all purposes to refer to the Registration Rights Agreement, as amended by this First
Amendment.






	3.
	Effectiveness.    Except as specifically provided herein, the Registration Rights Agreement is in all respects unaffected by
this First Amendment. All of the terms, conditions and provisions of the Registration Rights Agreement shall be and remain in full force and effect.



	4.
	Counterparts.    This First Amendment may be executed simultaneously in any number of counterparts, each of which shall be
deemed an original, but all such counterparts shall together constitute one of the same instrument.



	5.
	Governing Law.    This First Amendment 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. 



2







 





        IN
WITNESS WHEREOF, the parties hereto have duly executed and approved this First Amendment as of the date first above written. 



	 	MCLEODUSA INCORPORATED
	

 	

By:	

/s/ Bernard Zuroff

	 	Name:	Bernard Zuroff
	 	Title:	Group Vice President—General Counsel and Secretary




3







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

McLeod Depository Corp
 as a Stockholder
	

 	

1,396,739
 Number of Common Shares Held
	

 	

By:	

/s/ Susan E. Atkins

	 	Name:	Susan E. Atkins
	 	Title:	President




4







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

JEFFERIES AND COMPANY, INC.
 as a Stockholder
	

 	

1,056,493
 Number of Common Shares Held
	

 	

By:	

/s/ Robert J. Welch

	 	Name:	Robert J. Welch
	 	Title:	Senior Vice President

Jefferies & Co., Inc.




5







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

JEFFERIES PARTNERS OPPORTUNITY FUND, LLC
 as a Stockholder
	

 	

798,812
 Number of Common Shares Held
	

 	

By:	

/s/ Robert J. Welch

	 	Name:	Robert J. Welch
	 	Title:	Chief Financial Officer

Jefferies Partners

Opportunity Fund, LLC




6







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

JEFFERIES PARTNERS OPPORTUNITY FUND II, LLC
 as a Stockholder
	

 	

566,898
 Number of Common Shares Held
	

 	

By:	

/s/ Robert J. Welch

	 	Name:	Robert J. Welch
	 	Title:	Chief Financial Officer

Jefferies Partners

Opportunity Fund II, LLC




7







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

JEFFERIES EMPLOYEES OPPORTUNITY FUND, LLC
 as a Stockholder
	

 	

154,609
 Number of Common Shares Held
	

 	

By:	

/s/ Robert J. Welch

	 	Name:	Robert J. Welch
	 	Title:	Chief Financial Officer

Jefferies Employees

Opportunity Fund, LLC




8







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

Wayland Distressed Opportunities Fund I-C, LLC
 as a Stockholder
	

 	

1,423,601
 Number of Common Shares Held
	

 	

By:	

Wayzata Investment Partners LLC,

its Manager
	

 	

By:	

/s/ Steven M. Adams

	 	Name:	Steven M. Adams
	 	Title:	Authorized Signatory




9







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

Wayland Distressed Opportunities Fund I-B, LLC
 as a Stockholder
	

 	

246,786
 Number of Common Shares Held
	

 	

By:	

Wayzata Investment Partners LLC,

its Manager
	

 	

By:	

/s/ Steven M. Adams

	 	Name:	Steven M. Adams
	 	Title:	Authorized Signatory




10







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

Wayzata Recovery Fund, LLC
 as a Stockholder
	

 	

1,247,826
 Number of Common Shares Held
	

 	

By:	

Wayzata Investment Partners LLC,

its Manager
	

 	

By:	

/s/ Steven M. Adams

	 	Name:	Steven M. Adams
	 	Title:	Authorized Signatory




11







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

Wayzata Opportunities Fund Offshore, L.P.
 as a Stockholder
	

 	

37,500
 Number of Common Shares Held
	

 	

By:	

Wayzata Offshore GP, LLC, its General Partner
	 	By:	Wayzata Investment Partners LLC, its Manager
	

 	

By:	

/s/ Steven M. Adams

	 	Name:	Steven M. Adams
	 	Title:	Authorized Signatory




12







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

Wayzata Opportunities Fund, LLC
 as a Stockholder
	

 	

4,191,363
 Number of Common Shares Held
	

 	

By:	

Wayzata Investment Partners LLC, its Manager
	

 	

By:	

/s/ Steven M. Adams

	 	Name:	Steven M. Adams
	 	Title:	Authorized Signatory




13







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

Fidelity Advisor Series I: Fidelity Advisor Leveraged Company Stock Fund
 as a Stockholder
	

 	

149,007
 Number of Common Shares Held
	

 	

By:	

/s/ John H. Costello

	 	Name:	 
	 	Title:	 




14







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

Fidelity Advisor Series II: Fidelity Advisor High Income Advantage Fund
 as a Stockholder
	

 	

4,914,174
 Number of Common Shares Held
	

 	

By:	

/s/ John H. Costello

	 	Name:	 
	 	Title:	 




15







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

Fidelity Securities Fund: Fidelity Leveraged Company Stock Fund
 as a Stockholder
	

 	

1,701,867
 Number of Common Shares Held
	

 	

By:	

/s/ John H. Costello

	 	Name:	 
	 	Title:	 




16







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

Pension Investment Committee of General Motors for General Motors Employees Domestic Group Pension Trust
 as a Stockholder
	

 	

2,123,877
 Number of Common Shares Held
	

 	

By:	

/s/ Geoffrey W. Johnson

	 	Name:	Geoffrey W. Johnson
	 	Title:	Vice President




17







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

Commonwealth of Massachusetts Pension Reserves Investment Management Board
 as a Stockholder
	

 	

484,779
 Number of Common Shares Held
	

 	

By:	

/s/ Geoffrey W. Johnson

	 	Name:	Geoffrey W. Johnson
	 	Title:	Vice President




18







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

Banc of America Strategic Solutions, Inc.
 as a Stockholder
	

 	

        
 Number of Common Shares Held
	

 	

By:	

/s/ Robert Lang

	 	Name:	Robert Lang
	 	Title:	Managing Director




19







 


	 	Banc of America Strategic Solutions, Inc.
 as a Stockholder
	 	        
 Number of Common Shares Held
	

 	

By:	

/s/ Robert Lang

	 	Name:	Robert Lang
	 	Title:	Managing Director




20







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

SOL Loan Funding LLC
 as a Stockholder
	

 	

508,551
 Number of Common Shares Held
	

 	

By:	

/s/ [ILLEGIBLE]

	 	Name:	 
	 	Title:	 




21







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

3V Capital Master Fund Ltd
 as a Stockholder
	

 	

402,735
 Number of Common Shares Held
	

 	

By:	

/s/ Scott A. Stagg

	 	Name:	Scott A. Stagg
	 	Title:	Managing Member




22







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

JPMorgan Chase Bank, N.A.
 as a Stockholder
	

 	

1,438,224
 Number of Common Shares Held
	

 	

By:	

/s/ Andrew Opel

	 	Name:	ANDREW OPEL
	 	Title:	AUTHORIZED SIGNATORY




23







 


	 	STOCKHOLDER:
	

 	

NAME OF INSTITUTION:
	

 	

BEAR, STEARNS & CO. INC.
 as a Stockholder
	

 	

1,487,586
 Number of Common Shares Held
	

 	

By:	

/s/ John E. McDermott

	 	Name:	JOHN E. McDERMOTT
	 	Title:	SENIOR MANAGING DIRECTOR




24











QuickLinks



Exhibit 4.5


REGISTRATION RIGHTS AGREEMENT dated as of January 6, 2006 among MCLEODUSA INCORPORATED and THE HOLDERS OF COMMON STOCK LISTED ON SCHEDULE I

TABLE OF CONTENTS


REGISTRATION RIGHTS AGREEMENT

W I T N E S S E T H

ARTICLE 1 DEFINITIONS

ARTICLE 2 REGISTRATION RIGHTS


ARTICLE 3 CERTAIN COVENANTS AND AGREEMENTS

ARTICLE 4 MISCELLANEOUS



SCHEDULE I



FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT