Exhibit 10.1
AMENDMENT NO. 1
TO THIRD AMENDED AND RESTATED
NOVEMBER 1998 STOCKHOLDERS' AGREEMENT
AMENDMENT NO. 1 (this "AMENDMENT") dated as of July 7, 2000
by and among the parties set forth on the signature pages of this Amendment.
Section 1. DEFINITIONS. Except as otherwise defined in this
Amendment, terms defined in the Third Amended and Restated November 1998
Stockholders' Agreement dated as of March 10, 2000 (as from time to time
amended, the "AGREEMENT") are used herein as defined therein.
Section 2. AMENDMENTS. The Company has requested the
Principal Stockholders to amend the Agreement in certain respects, and the
Principal Stockholders are willing to so amend the Agreement, all on the
terms and conditions set forth herein. Accordingly, the parties hereto hereby
agree that effective as of the date hereof, the Agreement shall be amended as
follows:
A. BOARD OF DIRECTORS SIZE. The reference to "thirteen (13)"
relating to the authorized size of the Board of Directors in Section
1.1(a) is deleted and replaced with a reference to "fourteen (14)".
B. NON-EMPLOYEE DIRECTORS. The reference to "eight (8)" relating to
the number of non-employee directors in Section 1.1(f) is deleted and
replaced with a reference to "nine (9)".
C. GENERAL. Any references to the Agreement after the date first
set forth above (including but not limited to references in the
Agreement to "this Agreement" (including indirect references such as
"hereunder", "hereby", "herein" and "hereof")) shall be deemed to be
references to the Agreement as amended hereby. For purposes of Section
5.1 of the Agreement, "the date of this Agreement" shall continue to be
March 10, 2000.
Section 3. MISCELLANEOUS. Except as herein provided, the
Agreement shall remain unchanged and continue in full force and effect. This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Amendment by signing any such counterpart. This
Amendment shall be governed by, and construed in accordance with, the law of
the State of Delaware (excluding the choice-of-law rules thereof). The
headings of the sections and subsections of this Amendment have been inserted
for convenience only and shall not be deemed to be a part of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered as of the date first above
written.
McLEODUSA INCORPORATED
By: /s/ J. Lyle Patrick
---------------------------------
Name: J. Lyle Patrick
Title: Group Vice President/CFO
/s/ Clark E. McLeod /s/ Mary E. McLeod
----------------------- ----------------------------
Clark E. McLeod Mary E. McLeod
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ALLIANT ENERGY CORPORATION
By: /s/ James E. Hoffman
-----------------------------
Name: James E. Hoffman
Title:
ALLIANT ENERGY FOUNDATION, INC.
By: /s/ Edward M. Gleason
------------------------------
Name: Edward M. Gleason
Title: Treasurer
ALLIANT ENERGY INVESTMENTS, INC.
By: /s/ James E. Hoffman
------------------------------
Name: James E. Hoffman
Title: President, Alliant Energy Resources
HEARTLAND PROPERTIES, INC.
By: /s/ Henry Wertheimer
-----------------------------
Name: Henry Wertheimer
Title: Vice President/Treasurer
LNT COMMUNICATIONS LLC
By: Alliant Energy Resources, Inc., its sole member
By: /s/ James E. Hoffman
------------------------------
Name: James E. Hoffman
Title: President
Gail G. Lumpkin Trust Dated 12/14/85
/s/ Richard A. Lumpkin BY: /s/ Richard A. Lumpkin
-------------------------- ---------------------------
Richard A. Lumpkin Richard A. Lumpkin, Trustee
The two trusts created under the Mary Green Lumpkin Gallo Trust Agreement
dated December 29, 1989, one for the benefit of each of:
Benjamin Iverson Lumpkin
Elizabeth Arabella Lumpkin
United States Trust Company of New York, Trustee
<PAGE>
By: /s/ Loraine B. Tsavaris
-------------------------------
Name: Loraine B. Tsavaris
Title: Managing Director
The two trusts created under the Richard Adamson Lumpkin Grandchildren's
Trust dated September 5, 1980, one for the benefit of each of:
Benjamin Iverson Lumpkin
Elizabeth Arabella Lumpkin
United States Trust Company of New York, Trustee
By: /s/ Loraine B. Tsavaris
-------------------------------
Name: Loraine B. Tsavaris
Title: Managing Director
The trust established by Richard Adamson Lumpkin under the Trust Agreement
dated February 6, 1970, for the benefit of Richard Anthony Lumpkin
United States Trust Company of New York, Trustee
By: /s/ Loraine B. Tsavaris
-----------------------------
Name: Loraine B. Tsavaris
Title: Managing Director
The two 1990 Personal Income Trusts established by Richard A. Lumpkin, dated
April 20, 1990, one for the benefit of each of:
Benjamin Iverson Lumpkin
Elizabeth Arabella Lumpkin
By: /s/ David R. Hodgman
---------------------------------
David R. Hodgman, Trustee
By: /s/ Steven L. Grissom
--------------------------------
Steven L. Grissom, Trustee
