10,725,000 Shares McLeodUSA Incorporated Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • June 5th, 2007 • McLeodUSA INC • Telephone communications (no radiotelephone) • New York
McLeodUSA Incorporated, a Delaware corporation (the “Company”), and certain stockholders of the Company (the “Selling Shareholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 10,725,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), of which 7,150,000 shares will be sold by the Company and 3,575,000 shares will be sold by the Selling Shareholders. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names in Schedule II hereto. The Company and the Selling Shareholders are sometimes referred to herein collectively as the “Sellers.” The Selling Shareholders also propose to sell, at the Underwriters’ option, an aggregate of u
