EXHIBIT 4.1
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AMENDMENT NO. 1 TO
STOCKHOLDERS' AGREEMENT
This Amendment No. 1 to Stockholders' Agreement ("Amendment") is
entered into as of September 19, 1997 by and among McLeodUSA Incorporated, a
Delaware corporation (the "Company"); IES Investments Inc., an Iowa corporation
("IES"); Midwest Capital Group, Inc. ("MCG"); MWR Investments Inc. ("MWR");
Xxxxx X. XxXxxx ("XxXxxx"); Xxxx X. XxXxxx (collectively with XxXxxx, the
"McLeods"); and Xxxxxxx X. Xxxxxxx ("Xxxxxxx") on his own behalf and on behalf
of each of the shareholders of Consolidated Communications Inc. ("CCI") listed
in Schedule I to the Stockholders' Agreement (as defined below) (the "Original
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CCI Shareholders"). IES, MCG, MWR, the McLeods and the Original CCI Shareholders
are referred to herein collectively as the "Original Parties."
WHEREAS, the Original Parties are parties to a certain Stockholders'
Agreement, dated as of June 14, 1997, by and among the Original Parties (the
"Stockholders' Agreement");
WHEREAS, Section 5.2 of the Stockholders' Agreement provides that no
amendment of the Stockholders' Agreement shall be valid or binding unless set
forth in writing and duly executed by the party against whom enforcement of the
amendment is sought;
WHEREAS, the Original Parties desire to join certain additional CCI
Shareholders (the "New Parties") as parties to the Stockholders' Agreement; and
WHEREAS, the New Parties desire to be joined as parties to, and CCI
Shareholders under, the Stockholders' Agreement, and have granted Xxxxxxx a
power of attorney to sign the Stockholders' Agreement on their behalf;
NOW THEREFORE, for and in consideration of the foregoing and of the
mutual covenants and agreements contained herein and in the Stockholders'
Agreement, as amended hereby, the parties hereto agree as follows:
1. Schedule I to the Stockholders' Agreement is hereby replaced in
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its entirety by Revised Schedule I attached hereto.
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2. The New Parties hereby agree to be bound by the terms of the
Stockholders' Agreement, as amended by this Amendment. Except as expressly
amended by this Amendment, all terms of the Stockholders' Agreement shall remain
in full force and effect.
3. All capitalized terms used but not defined in this Amendment
shall have the meaning given to them in the Stockholders' Agreement.
4. This Amendment may be signed in any number of counterparts, each
of which shall constitute an original and all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment,
or have caused this Amendment to be duly executed on their behalf, as of the day
and year first hereinabove set forth.
MCLEODUSA INCORPORATED MWR INVESTMENTS INC.
By:/s/ Xxxxx X. XxXxxx By:/s/ X.X. Xxxxxxxx
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Name: Xxxxx X. XxXxxx Name: X.X. Xxxxxxxx
Title: Chairman and Chief Title: Secretary
Executive Officer
IES INVESTMENTS INC. MIDWEST CAPITAL
GROUP, INC.
By:/s/ Xxx Xxx By:/s/ X.X. Xxxxxxxx
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Name: Xxx Xxx Name: X.X. Xxxxxxxx
Title: Chairman and CEO Title: Secretary
/s/ Xxxxx X. XxXxxx /s/ Xxxx X. XxXxxx
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Xxxxx X. XxXxxx Xxxx X. XxXxxx
/s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx by and on behalf of
each of the CCI
Shareholders named on
Revised Schedule I
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attached hereto
/s/ Xxxxxxx X. Xxxxxxx
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REVISED
SCHEDULE 1
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Xxxxxxxx Xxxxxxx Xxxx, as Trustee under the Xxxxxxxx Xxxxxxx Keon Trust dated
May 13, 1978
Xxxxxxx Xxxxxxx Xxxxxxx, as Trustee under the Xxxxxxx Xxxxxxx Trust Agreement
dated May 13, 1978
Xxxxxxx Xxxxxxx Xxxxxxx and Xxxxxx Trust and Savings Bank as Trustees under the
Xxxxxxx Xxxxxxx Xxxxxxx Trust February 6, 1970 and the Supplemental Trust
Agreement dated November 6, 1976
The Xxxxxxx Foundation
Xxxxxxx Xxxxxxx Xxxxxxx, as Trustee under twelve trusts created under the
Xxxxxxx Xxxxxxx Xxxxxxx Grandchildren's Trust dated September 5, 1980, one for
the benefit of each of Xxxxxx Xxxx Xxxx III, Xxxxxxxxx Xxxxxxxx Xxxx, Xxxx Xxxx
Xxxx, Xxxxxxxx Xxxxxx Xxxx, Xxxxxx Xxxx Xxxxxx, Xxxxx Xxxxxx Xxxx XxXxxxxxxx,
Xxxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxx Arabella Xxxxxxx, Xxxx Xxxxxxx Xxxxxx,
Xxxxxxx Xxx Xxxxxx, Xxxxxxxxx Xxxxxx Xxxxxx, and Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxx X. Xxxx, as Trustee under the Xxxxxxxx X. Xxxx 1990 Dynasty Trust
Xxxxxxx Xxxxxxx Xxxxxxx, as Trustee under the twelve trusts created under the
Xxxx Xxxxx Xxxxxxx Xxxxx Trust Agreement dated December 29, 1989, one for the
benefit of each of Xxxxxx Xxxx Xxxx III, Xxxxxxxxx Xxxxxxxx Xxxx, Xxxx Xxxx
Xxxx, Xxxxxxxx Xxxxxx Xxxx, Xxxxxx Xxxx Xxxxxx, Xxxxx Xxxxxx Xxxx XxXxxxxxxx,
Xxxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxx Arabella Xxxxxxx, Xxxx Xxxxxxx Xxxxxx,
Xxxxxxx Xxx Xxxxxx, Xxxxxxxxx Xxxxxx Xxxxxx, and Xxxx Xxxxxxxx Xxxxxx
Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxx, under the twelve 1990 Personal Income
Trusts established by Xxxxxxxx X. Xxxx, Xxxx Xxx Xxxxxx, and Xxxxxxx Xxxxxxx
Xxxxxxx, each dated April 20, 1990, one for the benefit of each of Xxxxxx Xxxx
Xxxx III, Xxxxxxxxx Xxxxxxxx Xxxx, Xxxx Xxx Xxxx, Xxxxxxxx Xxxxxx Xxxx, Xxxxxx
Xxxx Xxxxxx, Xxxxx Xxxxxx Xxxx XxXxxxxxxx, Xxxxxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxx
Arabella Xxxxxxx, Xxxx Xxxxxxx Xxxxxx, Xxxxxxx Xxx Xxxxxx, Xxxxxxxxx Xxxxxx
Xxxxxx, and Xxxx Xxxxxxxx Xxxxxx
Xxxxxxx Xxxxxxx Xxxxxxx, as Trustee under the Xxxxxxx Xxxxxxx Xxxxxxx Trust 1990
Dynasty Trust
Xxxx Xxx Xxxxxx, individually
Xxxxxxx Xxxxxxx Xxxxxxx, as Trustee under the Xxxx Xxx Xxxxxx 1990 Dynasty Trust
Xxxxxxx Xxxxxxx Xxxxxxx and Xxxxxxxxx Xxxxxx Xxxxxx, as Trustees under the Xxxx
Xxx Xxxxxx Trust dated May 13, 1978
Xxxxxxxx Xxxxxxxx Xxxxxxx and Xxxxxxxxx Xxxxxxxx Xxxxxxx, as Trustees under the
Xxxxxxx Xxxxxxx Xxxxxxx 1993 Grantor Retained Annuity Trust
Xxxxxx X. Xxxxxx and Xxxxxx Xxxx Xxxx III, as Trustees under the Xxxxxxxx X.
Xxxx 1993 Grantor Retained Annuity Trust
Xxxx Xxxxxxx Xxxxxx, Xxxxxxx Xxx Xxxxxx, Xxxxxxxxx Xxxxxx Xxxxxx and Xxxx
Xxxxxxxx Xxxxxx, as Trustees under the Xxxx Xxx Xxxxxx 1993 Grantor Retained
Annuity Trust
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