Exhibit 99.24
AMENDMENT, dated as of April 16, 2002 (this "Amendment"), to the
Amended and Restated Purchase Agreement, dated as of January 30, 2002 (the
"Amended and Restated Purchase Agreement"), by and among McLeodUSA
Incorporated and Forstmann Little & Co. Equity Partnership-VII, L.P.,
Forstmann Little & Co. Subordinated Debt and Equity Management Buyout
Partnership-VIII, L.P., Forstmann Little & Co. Equity Partnership-V, L.P.,
Forstmann Little & Co. Subordinated Debt and Equity Management Buyout
Partnership-VI, L.P. and Forstmann Little & Co. Subordinated Debt and
Equity Management Buyout Partnership-VII, L.P.
WHEREAS, the parties hereto desire to amend the Amended and
Restated Purchase Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings given such terms in the Amended
and Restated Purchase Agreement.
2. Amendments to Amended and Restated Purchase Agreement.
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2.1. Section 4.5(a) of the Amended and Restated Purchase
Agreement is hereby amended by deleting the last sentence thereof and
replacing it with the following:
"In the event that the holders of the Preferred Stock shall
beneficially own less than 10% of the shares of Class A Common Stock
beneficially owned by them immediately following the Closing
(calculated as set forth in the Certificate of Designation) but shall
beneficially own at least one share of Class A Common Stock, then the
holders of the Preferred Stock shall be entitled to designate two
"Board Observers" (as defined in Section 3(b) of the Certificate of
Designation). In the event that the holders of the Preferred Stock
shall become entitled to designate any Board Observer, whether
pursuant to Section 3(b) of the Certificate of Designation or pursuant
to this Section 4.5, such Board Observer shall have the rights set
forth in Sections (d) through (f) of this Section 4.5."
2.2. Section 4.10(c) of the Amended and Restated Purchase
Agreement is hereby amended by deleting clause (ii) thereof and replacing
it with the following:
"at least three members of the Board of Directors are officers of the
Corporation selected by the Board of Directors; provided that each
such officer shall hold one or more of the following titles:
Chairperson; Chief Executive Officer; President; Chief Operating
Officer or Chief Financial Officer (such three officers, the
"Officers")."
2.3. Section 4.17 of the Amended and Restated Purchase
Agreement is hereby amended by deleting clauses (ii), (iii) and (iv)
thereof and replacing them with the following: "and (ii) the Officers."
3. Effectiveness of Amended and Restated Purchase Agreement.
Except as expressly modified herein, all terms and provisions of the
Amended and Restated Purchase Agreement shall remain in full force and
effect and are hereby ratified and confirmed in all respects.
4. Modification. No change, modification or waiver of any
provision of this Amendment shall be valid unless the same is in writing
and signed by each of the parties hereto.
5. Governing Law. This Amendment shall be governed by and
construed in accordance with, and the rights and obligations of the parties
hereto shall be governed by, the laws of the State of Delaware without
giving effect to the conflicts of law principles thereof.
6. Descriptive Headings. The descriptive headings of the several
sections and paragraphs of this Amendment are inserted for reference only
and shall not control or otherwise affect the meaning hereof.
7. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment as of the date first above written.
McLEODUSA INCORPORATED
By: /s/ Xxxxx X. Xxxxx
-----------------------------------
Name: Xxxxx X. Xxxxx
Title: Chief Operating and
Financial Officer
FORSTMANN LITTLE & CO. EQUITY
PARTNERSHIP-VII, L.P.
By: FLC XXXII Partnership, L.P.
its general partner
By:/s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx,
a general partner
FORSTMANN LITTLE & CO. SUBORDINATED
DEBT AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VIII, L.P.
By: FLC XXXIII Partnership, L.P.
its general partner
By:/s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx,
a general partner
FORSTMANN LITTLE & CO. EQUITY
PARTNERSHIP-V, L.P.
By: FLC XXX Partnership, L.P.
its general partner
By:/s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx,
a general partner
FORSTMANN LITTLE & CO. SUBORDINATED
DEBT AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VI, L.P.
By: FLC XXIX Partnership, L.P.
its general partner
By:/s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx,
a general partner
FORSTMANN LITTLE & CO. SUBORDINATED
DEBT AND EQUITY MANAGEMENT BUYOUT
PARTNERSHIP-VII, L.P.
By: FLC XXXIII Partnership, L.P.
its general partner
By:/s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx,
a general partner
