Exhibit 4.2


 


FIFTH AMENDMENT dated as of
April 21, 2004 (this “Amendment”) to the Credit Agreement dated as
of May 31, 2000 (as amended, supplemented or otherwise modified from time to
time, the “Credit  Agreement”) among MCLEODUSA
INCORPORATED, a Delaware corporation (the “Borrower”), the lenders from
time to time party thereto (the “Lenders”) and JPMORGAN CHASE BANK, as
Administrative Agent (in such capacity, the “Administrative Agent”) and
Collateral Agent.


 


The Borrower
has requested that the Lenders agree to amend certain provisions of the Credit
Agreement.  The Lenders party hereto are
willing so to amend the Credit Agreement on the terms and subject to the
conditions set forth herein. 
Capitalized terms used but not defined herein have the meanings assigned
to them in the Credit Agreement, as amended hereby.


 


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


 


SECTION 1.  Amendment of
Credit Agreement.  Effective as of
the Effective Date (as defined in Section 3 hereto), the Credit Agreement
is amended as follows:


 


(a)  Amendment of Section 5.01.  Section 5.01(g) of the Credit Agreement
is hereby amended by restating clause (ii) thereof in its entirety as follows:


 


“(ii) on or prior to May 14, 2004,
a financial forecast of the Borrower and its Restricted Subsidiaries covering
the period from April 1, 2004 through December 31, 2004, prepared to show
information on a monthly basis and”


 


(b)  Amendment of Section 6.13.  Section 6.13 of the Credit Agreement is
hereby amended in its entirety as follows:


 


“SECTION
6.13.  Minimum Consolidated EBITDA
and Leverage Ratio.  The Borrower
(a) will not permit Consolidated EBITDA for any period set forth below (in
each case, taken as a single accounting period) to be less than the amount set
forth opposite such period below:


 


	
  Period

  	
   

  	
  Minimum
  Consolidated

  EBITDA

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2004 through March 31, 2004

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2004 through June 30, 2004

  	
   

  	
  $

  	
  16,000,000

  	
   

  



 

















 


	
  January 1, 2004 through September 30, 2004

  	
   

  	
  $

  	
  24,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2004 through December 31, 2004

  	
   

  	
  $

  	
  34,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 1, 2004 through March 31, 2005

  	
   

  	
  $

  	
  49,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2004 through June 30, 2005

  	
   

  	
  $

  	
  69,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2004 through September 30, 2005

  	
   

  	
  $

  	
  89,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2005 through December 31, 2005

  	
   

  	
  $

  	
  114,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2006 and thereafter

  	
   

  	
  Not Applicable;

  	
   

  



 


and (b) shall not permit the
Leverage Ratio to exceed 4.00 to 1.00 on any date on or after January 1,
2006.”


 


(c)           Amendment of Section 6.14.  Section 6.14 of the Credit Agreement is
amended to read as follows:


 


“SECTION
6.14.  Capital Expenditure
Limitation.  The Borrower shall not
permit the Capital Expenditures of the Borrower and the Restricted Subsidiaries
for any fiscal year of the Borrower to exceed (i) with respect to the fiscal
year ending December 31, 2004, $75,000,000 (ii) with respect to the fiscal
years ending December 31, 2005, $100,000,000, and (iii) with respect to
fiscal years ending December 31, 2006 and thereafter, $200,000,000 (the
applicable amount under clause (i), (ii) or (iii), the “Capex Limit”).  The Capex Limit in respect of any fiscal
year commencing with the fiscal year ending on December 31, 2005, shall be
increased by the amount of unused permitted Capital Expenditures for the
immediately preceding fiscal year (such amount, the “Capex Carryforward”);
provided, however, that in no event shall the Capex Limit for any
fiscal year be increased by more than $50,000,000.  Any Capex Carryforward that is not permitted to be used in any
fiscal year as a result of the proviso to the preceding sentence may, subject
to such proviso, be applied to any subsequent fiscal year.”


 


(d)  Amendment of Section 6.17.  Section 6.17 is amended in its entirety as
follows:


 


“SECTION 6.17.
Interest Expense Coverage Ratio. 
The Borrower will not permit the ratio of (a) Consolidated EBITDA to (b)
Consolidated Cash Interest Expense, in each case for any period of four
consecutive fiscal quarters ending during any period set forth below, to be
less than the ratio set forth opposite such period:  


 


	
  Period

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2004 through March 31, 2005

  	
   

  	
  1.00 to 1.00

  	
   

  



 


2

















 


	
  April 1, 2005 through June 30, 2005

  	
   

  	
  1.50 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2005 through September 30, 2005

  	
   

  	
  2.00 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2005 through December 31, 2005

  	
   

  	
  2.00 to 1.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2006 and thereafter

  	
   

  	
  2.50 to 1.00.”

  	
   

  



 


(e)  Amendment of Section 6.18.  The table set forth in Section 6.18 of the
Credit Agreement is hereby amended in its entirety as follows:


 


	
  “Period

  	
   

  	
  Minimum

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2004 through March 31, 2004

  	
   

  	
  $

  	
  825,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  April 1, 2004 through June 30, 2004

  	
   

  	
  $

  	
  780,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2004 through September 30, 2004

  	
   

  	
  $

  	
  760,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  October 1, 2004 through December 31, 2004

  	
   

  	
  $

  	
  770,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2005 and thereafter

  	
   

  	
  Not Applicable.”

  	
   

  



 


SECTION 2.  Representations
and Warranties.  To induce the other
parties hereto to enter into this Amendment, the Borrower represents to each of
the Lenders and the Administrative Agent that, as of the Effective Date:


 


(a)  after giving effect to this Amendment, the
representations and warranties of the Borrower set forth in Article III of the
Credit Agreement are true and correct on and as of the Effective Date with the
same effect as if made on and as of the Effective Date, except to the extent
such representations and warranties expressly relate to an earlier date, in
which case such representations and warranties were true and correct as of such
earlier date;


 


(b)  after giving effect to this Amendment, no
Default has occurred and is continuing under the Credit Agreement; and


 


(c)  this Amendment has been duly executed and
delivered by the Borrower and each of this Amendment and the Credit Agreement,
as amended hereby, constitutes a legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in
equity or at law.


 


3

















 


SECTION 3.  Conditions to
Effectiveness; Condition to Continuing Effectiveness.  (a)  This Amendment shall
become effective on the date (the “Effective Date”) on which each of the
following conditions has been satisfied (or waived by the Administrative
Agent):


 


(i)  the Administrative Agent shall have received
counterparts of this Amendment that, when taken together, bear the signatures
of the Borrower and the Required Lenders;


 


(ii)  the Administrative Agent shall have received
a certificate of a Financial Officer of the Borrower, dated the Effective Date,
to the effect that the representations and warranties set forth in Section 2
hereof are true and correct;


 


(iii)  the Borrower shall have paid to the
Administrative Agent, in immediately available funds, for the account of each
of the Lenders entitled thereto, the Amendment Fee (as defined below); and


 


(iv)  the Amendment, dated the date hereof, to the
Borrower’s credit agreement dated as of April 16, 2002 (the “Exit Credit
Agreement”) shall have become effective pursuant to its terms.


 


(b)  Notwithstanding the occurrence of the
Effective Date, if (i) at any time during the period from April 1,
2004 through June 30, 2004, the total Revolving Exposure (as defined in
the Exit Credit Agreement), under the Exit Credit Agreement shall exceed
$80,000,000 or (ii) at any time during the period from July 1, 2004
through September 30, 2004 such total Revolving Exposure under the Exit
Credit Agreement shall exceed $95,000,000 then, in either such case, the
modifications to the covenants contained in Sections 6.13, 6.17 and 6.18
of the Credit Agreement effected by Section 1 of this Amendment shall
thereupon terminate and be of no further force and effect, and the covenants
contained in Sections 6.13, 6.17 and 6.18 of the Credit Agreement (as in
effect immediately prior to the Effective Date) shall thereupon apply and
continue in full force and effect.


 


SECTION 4.  Amendment Fee.  The Borrower agrees to pay to the
Administrative Agent, for the account of each Lender (including JPMorgan Chase
Bank) that delivers an executed counterpart of this Amendment prior to 5:00
p.m., New York City time, on April 28, 2004, an amendment fee (the “Amendment
Fee”) in an amount equal to 0.25% of the sum of such Lender’s outstanding
Loans, LC Exposure and unused Commitments.


 


SECTION 5.  Effect of
Amendment.  Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, amend, or otherwise affect the rights and
remedies of the


 


4

















 


Lenders or the
Administrative Agent under the Credit Agreement or any other Loan Document and
shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document, all of which are ratified and affirmed in
all respects and shall continue in full force and effect.  This Amendment shall apply and be effective
with respect only to the matters expressly referred to herein, and nothing
herein shall be deemed to entitle the Borrower to a consent to, or a waiver,
amendment, modification or other change of, any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any
other Loan Document in similar or different circumstances.  This Amendment shall constitute a “Loan
Document” for all purposes of the Credit Agreement.


 


SECTION 6.  Applicable Law.  THIS  AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 7.  Counterparts.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed an original but all of
which when taken together shall constitute but one and the same
instrument.  Delivery of an executed
signature page of this Amendment by facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof.


 


SECTION 8.  Costs and
Expenses.  The Borrower agrees to
reimburse the Administrative Agent for its reasonable out-of-pocket expenses in
connection with this Amendment, including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent.


 


SECTION 9.  Headings.  The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.


 


5

















 


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


 


	
   

  	
  MCLEODUSA INCORPORATED,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
     /s/ G. Kenneth Burckhardt

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  G. Kenneth Burckhardt

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK,

  
	
   

  	
  individually and as Administrative Agent,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
      /s/ John Kowalczuk

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  John Kowalczuk

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


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