Exhibit 4.27
THIRD AMENDED AND RESTATED
NOVEMBER 1998 STOCKHOLDERS' AGREEMENT
This Third Amended and Restated November 1998 Stockholders' Agreement
(this "Agreement") is entered into as of March 10, 2000, by and among McLeodUSA
Incorporated, a Delaware corporation (the "Company"); Alliant Energy
Corporation, a Wisconsin corporation ("AEC"); Alliant Energy Investments, Inc.,
an Iowa corporation and indirect wholly owned subsidiary of AEC ("AEI");
Heartland Properties, Inc., a Wisconsin corporation and indirect wholly owned
subsidiary of AEC ("Heartland"); LNT Communications LLC, an Iowa limited
liability company and indirect wholly owned subsidiary of AEC ("LNT"); Alliant
Energy Foundation, Inc., a Wisconsin corporation (non-profit) ("AEF" and
together with AEC, AEI, Heartland and LNT, the "AEC Entities"); ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
("▇▇▇▇▇▇"); ▇▇▇▇ ▇. ▇▇▇▇▇▇ (together with ▇▇▇▇▇▇, the "McLeods"); ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") and certain of the former shareholders of Consolidated
Communications Inc. ("CCI") and certain permitted transferees of certain of the
former CCI shareholders in each case who are listed in Schedule I hereto (the
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"Principal CCI Shareholders"); and for purposes of Sections 4, 5.6, 5.8(b), 5.11
and the first and second sentences of Section 5.3 only, certain of the other
former CCI shareholders and certain permitted transferees of certain of the
other former CCI shareholders in each case who are listed in Schedule II hereto
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(the "Other CCI Shareholders"). The AEC Entities, the McLeods, and ▇▇▇▇▇▇▇ and
the Principal CCI Shareholders are referred to herein collectively as the
"Principal Stockholders" and individually as a "Principal Stockholder."
WHEREAS, the Company, AEC, AEI, Heartland, AEF, the McLeods, ▇▇▇▇▇▇▇,
the Principal CCI Shareholders and the Other CCI Shareholders are parties to a
Second Amended and Restated November 1998 Stockholders' Agreement, entered into
as of December 17, 1999 (the "Second Amended and Restated November 1998
Stockholders' Agreement");
WHEREAS, the Company, AEC, AEI, Heartland, AEF, the McLeods, ▇▇▇▇▇▇▇
and the Principal CCI Shareholders desire to add LNT as a party to this
Agreement as a result of the transfer of certain shares of the Company's Class A
common stock, par value $.01 per share (the "Class A Common Stock"), by an
Affiliate (as defined in Section 1.2) of AEC to LNT;
WHEREAS, the Other CCI Shareholders no longer desire to be parties to
this Agreement and the Company and the Principal Stockholders desire to
terminate the Other CCI Shareholders as parties to this Agreement;
WHEREAS, the Company and the Principal Stockholders deem it to be in
the best interests of the Company and its stockholders to provide for the
continuity and stability of the business and policies of the Company on the
terms and conditions hereinafter set forth;
WHEREAS, concurrently with the execution and delivery of this
Agreement, the Company, the Principal Stockholders, the Other CCI Shareholders
and certain other stockholders of the Company are entering into an amendment and
restatement of the Second Amended and Restated January 1999 Stockholders'
Agreement, entered into as of December 17, 1999; and
WHEREAS, the Company and the Principal Stockholders desire to amend
and restate the Second Amended and Restated November 1998 Stockholders'
Agreement in its entirety with the terms and conditions hereinafter set forth;
NOW, THEREFORE, for and in consideration of the foregoing and of the
mutual covenants and agreements contained herein, the parties hereto agree as
follows:
1. VOTING AGREEMENT
1.1 Board of Directors
For the period commencing on the Effective Date (as defined in
Section 1.2) and ending on the Expiration Date (as defined in Section 1.2), each
Principal Stockholder, for so long as each such Principal Stockholder
beneficially and continuously owns at least two million five hundred thousand
(2,500,000) shares of Class A Common Stock, subject to adjustment pursuant to
Section 5.1, shall take or cause to be taken all such action within their
respective power and authority as may be required:
(a) to establish and maintain the authorized size of the Board of
Directors of the Company (the "Board of Directors" or the
"Board") at up to thirteen (13) directors;
(b) to cause to be elected to the Board one (1) director designated
by the AEC Entities, for so long as the AEC Entities collectively
beneficially and continuously own at least two million five
hundred thousand (2,500,000) shares of Class A Common Stock
(subject to adjustment pursuant to Section 5.1);
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(c) to cause ▇▇▇▇▇▇▇ to be elected to the Board, for so long as
▇▇▇▇▇▇▇ and the Principal CCI Shareholders collectively
beneficially and continuously own at least two million five
hundred thousand (2,500,000) shares of Class A Common Stock
(subject to adjustment pursuant to Section 5.1);
(d) to cause to be elected to the Board three (3) directors who are
executive officers of the Company designated by ▇▇▇▇▇▇, for so
long as the McLeods collectively beneficially and continuously
own at least two million five hundred thousand (2,500,000) shares
of Class A Common Stock (subject to adjustment pursuant to
Section 5.1);
(e) to cause to be elected to the Board a director or directors
nominated by the Board to replace a director or directors
designated pursuant to paragraphs (b) through (d) above upon the
earlier to occur of such designated director's or directors'
resignation (and the acceptance of such resignation by the Board)
and the expiration of such director's or directors' term as a
result of any party or parties identified in paragraphs (b)
through (d) above no longer collectively beneficially and
continuously owning at least two million five hundred thousand
(2,500,000) shares of Class A Common Stock (subject to adjustment
pursuant to Section 5.1) at any time during the period commencing
on the Effective Date and ending on the Expiration Date; it being
understood that within three (3) business days following such
time that the party or parties identified in paragraphs (b)
through (d) above no longer collectively beneficially and
continuously own at least two million five hundred thousand
(2,500,000) shares of Class A Common Stock (subject to adjustment
pursuant to Section 5.1) during such period, such party or
parties shall use its or their respective best efforts to cause
the director or directors designated by such party or parties to
tender their immediate resignation to the Board which the Board
may accept or reject; and
(f) to cause to be elected to the Board, if and as nominated by the
Board, up to eight (8) non-employee directors.
For purposes of Section 1.1, (i) the McLeods shall be deemed to be a
single Principal Stockholder, (ii) ▇▇▇▇▇▇▇ and all of the Principal CCI
Shareholders shall be deemed to be a single Principal Stockholder, and the
Principal CCI Shareholders shall be deemed to own shares "continuously" as long
as the shares of
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the Principal CCI Shareholders are owned by the Principal CCI Shareholders or a
CCI Permitted Transferee (as defined in Section 3.1), and (iii) the AEC Entities
shall be deemed to be a single Principal Stockholder, and the AEC Entities shall
be deemed to own shares "continuously" as long as the shares of the AEC Entities
are owned by the AEC Entities or an AEC Permitted Transferee (as defined in
Section 3.1).
1.2 Definitions
For purposes of this Agreement, the following terms have the meanings
indicated:
(a) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) A person shall be deemed the "beneficial owner" of and shall
be deemed to "beneficially own" any securities:
(i) which such person or any of such person's Affiliates
or Associates, directly or indirectly, has the right
to acquire (whether such right is exercisable
immediately or only after the passage of time)
pursuant to any agreement, arrangement or
understanding (whether or not in writing), or upon the
exercise of conversion rights, exchange rights, other
rights, warrants or options, or otherwise;
(ii) which such person or any of such person's Affiliates
or Associates, directly or indirectly, has the right
to vote or dispose of or has "beneficial ownership" of
(as determined pursuant to Rule 13d-3 under the
Exchange Act), including pursuant to any agreement,
arrangement or understanding, whether or not in
writing; or
(iii) which are beneficially owned, directly or indirectly,
by any other person (or any Affiliate or Associate
thereof) with which such person or any of such
person's Affiliates or Associates has any agreement,
arrangement or understanding (whether or not in
writing), for the purpose of acquiring, holding,
voting or disposing of any voting securities of the
Company.
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For purposes of the definition of "beneficial owner" and
"beneficially own," the terms "agreement," "arrangement" and
"understanding" shall not include this Agreement or the Third
Amended and Restated January 1999 Stockholders' Agreement (as
defined in Section 1.2).
(c) "Effective Date" shall mean March 10, 2000.
(d) "Expiration Date" shall mean December 31, 2001.
(e) "Original Stockholders' Agreement" shall mean the
Stockholders' Agreement, entered into as of June 14, 1997, as
amended on September 19, 1997, by and among the Company, AEI, the
McLeods, ▇▇▇▇▇▇▇ and certain other stockholders.
(f) "Stock Split" shall mean that certain two-for-one stock split
in the form of a stock dividend paid on July 26, 1999 to
stockholders of record on July 12, 1999 effected by the Company
with respect to its Class A Common Stock.
(g) "Subsidiary" or "Subsidiaries" shall mean a corporation,
partnership, joint venture or other entity of which AEC owns,
directly or indirectly, one hundred percent (100%) of the
outstanding securities or other interests the holders of which
are generally entitled to vote for the election of the board of
directors or other governing body.
(h) "Third Amended and Restated January 1999 Stockholders'
Agreement" shall mean the Third Amended and Restated January 1999
Stockholders' Agreement, entered into as of March 10, 2000, by
and among the Company, the Principal Stockholders, the Other CCI
Shareholders, M/C Investors L.L.C. and Media/Communications
Partners III Limited Partnership.
2. STANDSTILL
AEC hereby agrees that, prior to the Expiration Date, neither AEC nor
any Affiliate of AEC will (and AEC will not assist or encourage others to),
directly or indirectly, acquire or agree, offer, seek or propose to acquire, or
cause to be acquired, ownership (including, but not limited to, beneficial
ownership) of any securities issued by the Company or any of its subsidiaries,
or any rights or options to acquire such ownership (including from a third
party), except (a) to the extent expressly set forth in this Agreement, (b) as
consented prior thereto in writing by the Board of Directors, (c) upon
conversion of any Class B common stock, $.01 par
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value per share, of the Company into Class A Common Stock pursuant to the terms
thereof, (d) with respect to transfers of equity securities between or among AEC
and AEC's Subsidiaries consistent with the terms and conditions of this
Agreement, or (e) with respect to the grant, vesting or exercise of stock
options.
3. TRANSFERS OF SECURITIES
3.1 Restrictions on Transfers
(a) Except as otherwise provided in this Section 3.1 or Section 3.2,
each Principal Stockholder hereby severally agrees that until the Expiration
Date, such Principal Stockholder will not offer, sell, contract to sell, grant
any option to purchase, or otherwise dispose of, directly or indirectly,
("Transfer"), any equity securities of the Company or any other securities
convertible into or exercisable for such equity securities ("Securities")
beneficially owned by such Principal Stockholder (including distributions of
Securities with respect to such Securities and Securities acquired as a result
of a stock split with respect to such Securities) without submitting a written
request to, and receiving the prior written consent of, the Board of Directors,
provided, however, that (i) the AEC Entities may transfer Securities to or among
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any Subsidiary or Subsidiaries of AEC, and (ii) any Principal CCI Shareholder
may transfer Securities to any other Principal CCI Shareholder, the spouse of a
Principal CCI Shareholder, or a lineal descendant of a Principal CCI Shareholder
(or a trust for the primary benefit of any one or more of a Principal CCI
Shareholder, the spouse of a Principal CCI Shareholder, or a lineal descendant
of a Principal CCI Shareholder or a partnership or limited liability company
owned and managed solely by one or more Principal CCI Shareholders, spouses of
Principal CCI Shareholders and lineal descendants of Principal CCI
Shareholders), or, in the case of a Principal CCI Shareholder that is a trust,
to any beneficiary of such trust (or a trust for the primary benefit of such
beneficiary or a partnership or limited liability company owned and managed
solely by one or more Principal CCI Shareholders, spouses of Principal CCI
Shareholders and lineal descendants of Principal CCI Shareholders), in each case
with respect to clause (i) and clause (ii), provided that (x) such transfer is
done in accordance with the transfer restrictions applicable to such Securities
under federal and state securities laws and (y) the transferee agrees to be
bound by the terms hereof (as this Agreement may be amended or amended and
restated from time to time) as a Principal Stockholder with respect to the
shares being transferred pursuant to this Section (any such AEC Entity
transferee pursuant to the foregoing proviso, an "AEC Permitted Transferee" and
any such Principal CCI Shareholder transferee pursuant to the foregoing proviso,
a "CCI Permitted Transferee"), and any such transfer shall not constitute a
"Transfer" for purposes of this Agreement. Notwithstanding the foregoing, no
party hereto shall avoid the provisions of this Agreement by making one or more
transfers to one or more AEC Permitted Transferees or CCI Permitted Transferees,
as the case may be, and then at any time directly or indirectly disposing of all
or any
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portion of such party's interest in any such AEC Permitted Transferee or
CCI Permitted Transferee, as the case may be. In the event that the Board of
Directors consents to any Transfer of Securities by a Principal Stockholder
pursuant to this Section 3.1(a) upon the written request of such Principal
Stockholder (the "Transferring Stockholder") and except as otherwise provided in
Section 3.1(b) and Section 3.2, each other Principal Stockholder shall,
notwithstanding the provisions of this Section 3.1(a), have the right to
Transfer a percentage of the total number of Securities beneficially owned by
such Principal Stockholder equal to the percentage of the total number of
Securities beneficially owned by the Transferring Stockholder that the Board of
Directors has consented may be Transferred by such Transferring Stockholder.
The parties acknowledge that any Transfer pursuant to this Section 3.1(a) to
which the Board of Directors has consented may be in connection with, or as part
of, a private placement by the Company of, or other transaction involving, its
Securities.
(b) In addition to the provisions of Section 3.1(a), for the period
commencing for the quarter ending March 31, 2000 and ending on the Expiration
Date, the Board shall determine prior to the public release of the Company's
consolidated financial results with respect to each such financial reporting
quarter during such period, the aggregate number, if any, of shares of Class A
Common Stock (not to exceed in the aggregate three hundred thousand (300,000)
shares of Class A Common Stock per quarter, subject to adjustment pursuant to
Section 5.1) that may be Transferred by the Principal Stockholders (the
"Transfer Amount") during the period commencing on the third (3rd) business day
and ending on the twenty-third (23rd) business day following such public release
of the Company's quarterly or annual financial results or such other trading
period designated or permitted by the Board with respect to the purchase and
sale of its Securities (each such period, a "Transfer Period"). Notwithstanding
the provisions of Section 3.1(a), each Principal Stockholder shall be entitled
to Transfer during each Transfer Period, provided such Transfer is effected in
accordance with all applicable federal and state securities laws, a number of
shares of Class A Common Stock equal to thirty-three and one-third percent (33
1/3%) of the Transfer Amount, if any, for such Transfer Period (rounding down in
the case of any fractional amount). Any portion of any Principal Stockholder's
share of the Transfer Amount that such Principal Stockholder elects not to
transfer during a Transfer Period shall be reallocated equally among the
remaining Principal Stockholders who intend to Transfer shares of Class A Common
Stock during such Transfer Period, and such remaining Principal Stockholders
shall be entitled to Transfer such additional shares of Class A Common Stock
during the Transfer Period, provided such Transfer is effected in accordance
with all applicable federal and state securities laws. In no event shall any
portion of a Transfer Amount that is not utilized by a Principal Stockholder
during a Transfer Period be reallocated or otherwise credited to any subsequent
Transfer Periods.
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(c) For the period commencing for the quarter ending March 31, 2000
and ending on the Expiration Date, the Company shall give each Principal
Stockholder prompt written notice (in any event no later than fifty (50) days
prior to the beginning of the applicable Transfer Period) of its determination
of any Transfer Amount. Within seven (7) days of receipt of such notice, any
Principal Stockholder that desires to Transfer shares of Class A Common Stock
during such Transfer Period pursuant to Section 3.1(b) shall provide written
notice to the Company of the number of shares of Class A Common Stock that such
Principal Stockholder desires to Transfer pursuant to Section 3.1(b). Not later
than seven (7) days after receipt of such responses, the Company shall notify
all remaining Principal Stockholders of any Principal Stockholder's election not
to Transfer the total number of shares of Class A Common Stock that such
Principal Stockholder is entitled to Transfer during such Transfer Period. Any
Principal Stockholder that desires to Transfer additional shares of Class A
Common Stock equal to all or part of the remaining Transfer Amount shall notify
the Company within seven (7) days of receipt of the Company's second notice.
The Company shall allocate the remaining Transfer Amount in accordance with the
provisions of Section 3.1(b) and shall notify the appropriate Principal
Stockholders of such allocation no later than ten (10) days prior to the
beginning of the Transfer Period.
(d) For purposes of this Section 3.1, the McLeods shall be deemed to
be a single Principal Stockholder, ▇▇▇▇▇▇▇ and all of the Principal CCI
Shareholders shall be deemed to be a single Principal Stockholder and the AEC
Entities shall be deemed to be a single Principal Stockholder.
3.2 Registration Rights
(a) In the event that the Board of Directors consents pursuant to
Section 3.1(a) to a Principal Stockholder's request for a Transfer and in
connection therewith, the Company agrees to register Securities with respect to
such Transfer under the Securities Act of 1933, as amended (the "Securities
Act"), the Company shall grant each other Principal Stockholder the opportunity
(subject to reduction in the event the registered Transfer is underwritten) to
register for Transfer under the Securities Act a percentage of the total number
of Securities beneficially owned by such Principal Stockholder equal to the
percentage of the total number of Securities beneficially owned by the
Transferring Stockholder that such Transferring Stockholder is registering for
Transfer under the Securities Act, on the same terms and conditions as the
Transferring Stockholder (each Principal Stockholder registering, or indicating
a desire to register, any Securities for Transfer under the Securities Act
pursuant to this Section 3.2 being a "Registering Transferor").
(b) To the extent that the Company grants pursuant to Section 3.1(b)
a Principal Stockholder the opportunity to register shares of Class A Common
Stock for Transfer under the Securities Act, the Company shall grant each other
Principal Stockholder the opportunity (subject to reduction in the event the
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registered Transfer is underwritten) to register an equal number of shares of
Class A Common Stock for Transfer under the Securities Act on the same terms and
conditions.
(c) In the event the Company proposes to register any shares of Class
A Common Stock under the Securities Act pursuant to an underwritten primary
offering (other than pursuant to a registration statement on Form S-4 or Form S-
8 or any successor forms thereto or other form which would not permit the
inclusion of the shares of Class A Common Stock of the Principal Stockholders),
the Company, as determined by the Board of Directors, shall give written notice
to all Principal Stockholders of its intention to effect such a registration.
Following any such notice, the Board of Directors shall undertake to determine
the aggregate number, if any, of shares of Class A Common Stock held by the
Principal Stockholders (not to exceed in the aggregate on a per year basis a
number of shares of Class A Common Stock equal to fifteen percent (15%) of the
total number of shares of Class A Common Stock beneficially owned by the
Principal Stockholders as of December 31, 1998 (and which, in the aggregate for
▇▇▇▇▇▇▇ and all of the Principal CCI Shareholders (based on the termination of
the Other CCI Shareholders as parties to this Agreement) on a pre-Stock Split
basis, is fifteen percent (15%) of 2,755,651 shares of Class A Common Stock),
subject to appropriate and proportionate adjustment as a result of the Stock
Split and subject to adjustment pursuant to Section 5.1) to be registered by the
Company under the Securities Act (the "Registrable Amount") for Transfer by the
Principal Stockholders in connection with such offering. If the Board
determines to register shares of Class A Common Stock held by the Principal
Stockholders pursuant to this Section 3.2(c), the Company will promptly give
written notice of such determination to all Principal Stockholders, and
thereupon the Company will use commercially reasonable efforts to effect the
registration of that portion of the Registrable Amount that the Registering
Transferors indicate a desire to register. In the event the Registering
Transferors indicate a desire to register a number of shares of Class A Common
Stock that, in the aggregate, exceeds the Registrable Amount, the number of
shares of Class A Common Stock that each Registering Transferor shall be
entitled to register shall be reduced to the extent such number exceeds such
Registering Transferor's pro rata share of the Registrable Amount based upon the
ratio of the total number of Securities beneficially owned by such Registering
Transferor to the total number of Securities beneficially owned by all Principal
Shareholders. To the extent any portion of the Registrable Amount remains
unallocated after such reductions, each Registering Transferor who has indicated
a desire to register additional shares of Class A Common Stock shall be entitled
to register an additional amount of Class A Common Stock equal to such
Registering Transferor's pro rata portion of the remaining Registrable Amount
based upon the ratio of the total number of Securities beneficially owned by
such Registering Transferor to the total number of Securities beneficially owned
by all Registering Transferors who have indicated a desire to register
additional shares of Class A Common Stock. The reallocation procedure described
in the preceding
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sentence shall be repeated until the entire Registrable Amount is allocated. All
terms, conditions and rights with respect to such registration (including but
not limited to any determination to reduce the Registrable Amount) shall be
determined by the Board, provided that (i) the representations and warranties of
a Principal Stockholder shall be customary taking into account, among other
things, the nature of the offering and such Principal Stockholder's relationship
with the Company, and (ii) the Company shall be responsible for all expenses
with respect to such registration other than underwriting discounts and
commissions allocable to the Class A Common Stock of the Registering
Transferors, which underwriting discounts and commissions shall be the
responsibility of the Registering Transferors.
(d) In addition to the registration rights granted pursuant to
Sections 3.2(a), (b) and (c), no more frequently than once during each of the
calendar years ending December 31, 2000 and 2001 (each such year, an "Annual
Period"), and upon either (i) the receipt of a written request of one or more
Principal Stockholders or (ii) a determination by the Board of Directors, the
Board shall undertake to determine the Registrable Amount, if any, for Transfer
by the Principal Stockholders. If the Board determines to register shares of
Class A Common Stock held by the Principal Stockholders pursuant to this Section
3.2(d), the Company will promptly give written notice of such determination to
all Principal Stockholders, and thereupon the Company will use commercially
reasonable efforts to effect the registration of that portion of the Registrable
Amount that the Registering Transferors indicate a desire to register. In the
event the Registering Transferors indicate a desire to register a number of
shares of Class A Common Stock that, in the aggregate, exceeds the Registrable
Amount, the number of shares of Class A Common Stock that each Registering
Transferor shall be entitled to register shall be reduced to the extent such
number exceeds such Registering Transferor's pro rata share of the Registrable
Amount based upon the ratio of the total number of Securities beneficially owned
by such Registering Transferor to the total number of Securities beneficially
owned by all Principal Stockholders. To the extent any portion of the
Registrable Amount remains unallocated after such reductions, each Registering
Transferor who has indicated a desire to register additional shares of Class A
Common Stock shall be entitled to register an additional amount of Class A
Common Stock equal to such Registering Transferor's pro rata portion of the
remaining Registrable Amount based upon the ratio of the total number of
Securities beneficially owned by such Registering Transferor to the total number
of Securities beneficially owned by all Registering Transferors who have
indicated a desire to register additional shares of Class A Common Stock. The
reallocation procedure described in the preceding sentence shall be repeated
until the entire Registrable Amount is allocated. All terms, conditions and
rights with respect to such registration (including but not limited to any
determination to reduce the Registrable Amount) shall be determined by the
Board, provided that (i) the representations and warranties of a Principal
Stockholder shall be customary taking into account, among other things, the
nature
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of the offering and such Principal Stockholder's relationship with the Company,
and (ii) the Company shall be responsible for all expenses with respect to such
registration other than underwriting discounts and commissions, which
underwriting discounts and commissions shall be the responsibility of the
Registering Transferors.
(e) If the Board establishes a committee (a "Pricing Committee") to
authorize and approve the price and any other terms of any Transfer of
Securities registered under the Securities Act pursuant to this Section 3.2 in
which ▇▇▇▇▇▇▇ or any Principal CCI Shareholder is participating as a Registering
Transferor, the Company will use its best efforts to cause ▇▇▇▇▇▇▇ to be
nominated to such Pricing Committee. Notwithstanding any other provision of
this Agreement, to the extent the Company has undertaken to register Securities
of the Principal Stockholders pursuant to this Section 3.2, the Company may
subsequently determine not to register such Securities and may either not file a
registration statement or otherwise withdraw or abandon a registration statement
previously filed with respect to the registration of such Securities.
(f) For purposes of this Section 3.2, the McLeods shall be deemed to
be a single Principal Stockholder, ▇▇▇▇▇▇▇ and all of the Principal CCI
Shareholders shall be deemed to be a single Principal Stockholder and the AEC
Entities shall be deemed to be a single Principal Stockholder.
4. REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties of Non-individual Stockholders
Each non-individual party to this Agreement hereby represents and
warrants, as of the date of this Agreement, to the Company and to each other
party as follows:
4.1.1 Authorization
Such party has taken all action necessary for it to enter into this
Agreement and to consummate the transactions contemplated hereby.
4.1.2 Binding Obligation
This Agreement constitutes a valid and binding obligation of such
party, enforceable in accordance with its terms, except to the extent that such
enforceability may be limited by bankruptcy, insolvency, and similar laws
affecting the rights and remedies of creditors generally, and by general
principles of equity and public policy; and each document and instrument to be
executed by such party pursuant hereto, when executed and delivered in
accordance with the provisions
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hereof, shall be a valid and binding obligation of such party, enforceable in
accordance with its terms (with the aforesaid exceptions).
4.2 Representations and Warranties of Individual Stockholders
Each party to this Agreement who is an individual hereby represents
and warrants, as of the date of this Agreement, to the Company and to each other
party as follows:
4.2.1 Power and Authority
Such party has the legal capacity and all other power and authority
necessary to enter into this Agreement and to consummate the transactions
contemplated hereby.
4.2.2 Binding Obligation
This Agreement constitutes a valid and binding obligation of such
party, enforceable in accordance with its terms, except to the extent that such
enforceability may be limited by bankruptcy, insolvency, and similar laws
affecting the rights and remedies of creditors generally, and by general
principles of equity and public policy; and each document and instrument to be
executed by such party pursuant hereto, when executed and delivered in
accordance with the provisions hereof, shall be a valid and binding obligation
of such party, enforceable in accordance with its terms (with the aforesaid
exceptions).
4.3 Representations and Warranties of the Company
The Company hereby represents and warrants, as of the date of this
Agreement, to each party as follows:
4.3.1 Authorization
The Company has taken all corporate action necessary for it to enter
into this Agreement and to consummate the transactions contemplated hereby.
4.3.2 Binding Obligation
This Agreement constitutes a valid and binding obligation of the
Company, enforceable in accordance with its terms, except to the extent that
such enforceability may be limited by bankruptcy, insolvency, and similar laws
affecting the rights and remedies of creditors generally, and by general
principles of equity and public policy; and each document and instrument to be
executed by the Company pursuant hereto, when executed and delivered in
accordance with the
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provisions hereof, shall be a valid and binding obligation of the Company,
enforceable in accordance with its terms (with the aforesaid exceptions).
5. MISCELLANEOUS
5.1 Effect of Changes in Capitalization
All share amounts of the Company's capital stock referred to in this
Agreement shall be appropriately and proportionally adjusted for any
recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution payable in capital
stock, or other increase or decrease in such shares effected without receipt of
consideration by the Company, occurring after the date of this Agreement.
5.2 Additional Actions and Documents
Each of the parties hereto hereby agrees to take or cause to be taken
such further actions, to execute, deliver and file or cause to be executed,
delivered and filed such further documents and instruments, and to obtain such
consents, as may be necessary or as may be reasonably requested in order to
fully effectuate the purposes, terms and conditions of this Agreement, whether
before, at or after the Effective Date.
5.3 Entire Agreement; Termination of Original Stockholders' Agreement;
Amendment
Other than the Third Amended and Restated January 1999 Stockholders'
Agreement with respect to the parties thereto and as set forth therein, this
Agreement constitutes the entire agreement among the parties hereto as of the
date hereof with respect to the specific matters contemplated herein, and it
supersedes all prior oral or written agreements, commitments or understandings
with respect to the matters provided for herein. The parties hereto further
agree, confirm and acknowledge that the Original Stockholders' Agreement is
terminated and of no force or effect. No amendment, modification or discharge
of this Agreement shall be valid or binding unless set forth in writing and duly
executed by the Company and by the party against whom enforcement of the
amendment, modification, or discharge is sought.
5.4 Limitation on Benefit
It is the explicit intention of the parties hereto that no person or
entity other than the parties hereto is or shall be entitled to bring any action
to enforce any provision of this Agreement against any of the parties hereto,
and the covenants, undertakings and agreements set forth in this Agreement shall
be solely
-13-
for the benefit of, and shall be enforceable only by, the parties hereto or
their respective successors, heirs, executors, administrators, legal
representatives and permitted assigns.
5.5 Binding Effect; Specific Performance
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors, heirs, executors,
administrators, legal representatives and permitted assigns. No party shall
assign this Agreement without the written consent of the other parties hereto;
and such consent shall not be unreasonably withheld. The parties hereto agree
that irreparable damage would occur in the event any provision of this Agreement
was not performed in accordance with the terms hereof and that the parties shall
be entitled to specific performance of the terms hereof, in addition to any
other remedy at law or in equity.
5.6 Governing Law
This Agreement, the rights and obligations of the parties hereto, and
any claims or disputes relating thereto, shall be governed by and construed in
accordance with the laws of Delaware (excluding the choice of law rules
thereof).
5.7 Notices
All notices, demands, requests, or other communications which may be
or are required to be given, served, or sent by any party to any other party
pursuant to this Agreement shall be in writing and shall be hand-delivered or
mailed by first-class, registered or certified mail, return receipt requested,
postage prepaid, or transmitted by telegram, telecopy, facsimile transmission or
telex, addressed as follows:
(i) If to the Company or to the McLeods:
McLeodUSA Incorporated
McLeodUSA Technology Park
▇▇▇▇ ▇ ▇▇▇▇▇▇, ▇▇, ▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ Rings
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
-14-
(ii) If to the AEC Entities:
Alliant Energy Investments, Inc.
▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(iii) If to ▇▇▇▇▇▇▇ or any Principal CCI Shareholder:
▇.▇. ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to :
▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Each party may designate by notice in writing a new address to which
any notice, demand, request or communication may thereafter be so given, served
or sent. Each notice, demand, request, or communication which shall be hand-
delivered, mailed, transmitted, telecopied or telexed in the manner described
above, or which shall be delivered to a telegraph company, shall be deemed
sufficiently given, served, sent, received or delivered for all purposes at such
time as it is delivered to the addressee (with the return receipt, the delivery
receipt, or the answerback being deemed conclusive, but not exclusive, evidence
of such delivery) or at such time as delivery is refused by the addressee upon
presentation.
5.8 Termination
(a) Notwithstanding any other provision of this Agreement, if during
any Annual Period the Board of Directors has not provided a Principal
Stockholder a reasonable opportunity to Transfer Securities pursuant to Section
3.2 or consented to the written request of such Principal Stockholder or
otherwise provided such Principal Stockholder a reasonable opportunity to
Transfer (other than a transfer by a Principal CCI Shareholder to a CCI
Permitted Transferee and other than a transfer by the AEC Entities to an AEC
Permitted Transferee) pursuant to Section 3.1(a) an aggregate number of shares
of Class A Common Stock equal to not less than fifteen (15%) of the total number
of shares of Class A
-15-
Common Stock beneficially owned by such Principal Stockholder as of December 31,
1998 (and which, in the aggregate for ▇▇▇▇▇▇▇ and all of the Principal CCI
Shareholders (based on the termination of the Other CCI Shareholders as parties
to this Agreement) on a pre-Stock Split basis, is fifteen percent (15%) of
2,755,651 shares of Class A Common Stock), subject to appropriate and
proportionate adjustment as a result of the Stock Split and subject to
adjustment pursuant to Section 5.1, then such Principal Stockholder may
terminate this Agreement as it applies to such terminating party by providing
written notice of termination to the Company and the other Principal
Stockholders no later than ten (10) business days following the end of such
Annual Period, such that all rights and obligations hereunder shall cease, and
this Agreement shall be of no further force or effect, with respect to the
terminating party. Unless otherwise previously terminated by the Principal
Stockholders pursuant to this Section 5.8(a), this Agreement shall terminate on
the Expiration Date. For purposes of this Section 5.8(a), the McLeods shall be
deemed to be a single Principal Stockholder, ▇▇▇▇▇▇▇ and all of the Principal
CCI Shareholders shall be deemed to be a single Principal Stockholder and the
AEC Entities shall be deemed to be a single Principal Stockholder.
(b) This Agreement is hereby terminated with respect to each of the
Other CCI Shareholders, such that all rights and obligations hereunder shall
cease, and this Agreement shall be of no further force or effect, with respect
to each of the Other CCI Shareholders.
5.9 Publicity
Each of the Principal Stockholders will use its reasonable best
efforts to consult with the Company prior to issuing any press release, making
any filing with any governmental entity or national securities exchange or
making any other public dissemination of information by such Principal
Stockholder within which this Agreement or the contents hereof are referenced or
described.
5.10 Appointment of Representative
Each of the Principal CCI Shareholders hereby appoints ▇▇▇▇▇▇▇, with
power of substitution, as its exclusive agent to act on its behalf with respect
to any and all actions to be taken under or amendments or modifications to be
made to this Agreement (the "Representative"). The Representative shall take,
and the Principal CCI Shareholders agree that the Representative shall take, any
and all actions which the Representative believes are necessary or advisable
under this Agreement for and on behalf of each of the Principal CCI
Shareholders, as fully as if each of the Principal CCI Shareholders were acting
on its own behalf, including, without limitation, dealing with the Company and
the other parties hereto with respect to all matters arising under this
Agreement, entering into any amendment or modification to this Agreement deemed
advisable by the Representative and
-16-
taking any and all other actions specified in or contemplated by this Agreement.
The Company and the other parties hereto shall have the right to rely upon all
actions taken or not taken by the Representative pursuant to this Agreement, all
of which actions or omissions shall be legally binding upon each of the
Principal CCI Shareholders.
5.11 Execution in Counterparts
To facilitate execution, this Agreement may be executed in as many
counterparts as may be required; and it shall not be necessary that the
signatures of, or on behalf of, each party, or that the signatures of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts. All counterparts shall collectively constitute a single
agreement. It shall not be necessary in making proof of this Agreement to
produce or account for more than a number of counterparts containing the
respective signatures of, or on behalf of, all of the parties hereto.
[Remainder of Page Intentionally Left Blank]
-17-
IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Third Amended and Restated November 1998 Stockholders' Agreement, or have
caused this Third Amended and Restated November 1998 Stockholders' Agreement to
be duly executed and delivered on their behalf, as of the day and year first
hereinabove set forth.
McLEODUSA INCORPORATED
By: /s/ J. ▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: J. ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Group Vice President/CFO
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------- -------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
ALLIANT ENERGY CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
Business Development
ALLIANT ENERGY FOUNDATION, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Treasurer
-18-
ALLIANT ENERGY INVESTMENTS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President, Alliant Energy Resources
HEARTLAND PROPERTIES, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Vice President/Treasurer
LNT COMMUNICATIONS LLC
By: Alliant Energy Resources, Inc., its sole member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------- ------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-19-
The two trusts created under the The two trusts created under the
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Agreement dated December 29, Grandchildren's Trust dated
1989, one for the benefit of each of: September 5, 1980, one for the benefit
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of each of:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
United States Trust Company United States Trust Company
of New York, Trustee of New York, Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------- --------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director Title: Managing Director
The trust established by ▇▇▇▇▇▇▇ The two 1990 Personal Income Trusts
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under the Trust established by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Agreement dated February 6, 1970, dated April 20, 1990, one for the
for the benefit of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ benefit of each of:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
United States Trust Company
of New York, Trustee /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------- --------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
Title: Managing Director
-20-
FOR PURPOSES OF SECTIONS 4, 5.6, 5.8(b), 5.11 AND THE FIRST AND SECOND SENTENCES
OF SECTION 5.3 ONLY:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Keon Trust ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Trust
dated May 13, 1978 dated May 13, 1978
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Keon /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
---------------------------------- ---------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Keon, as Trustee ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, as Trustee
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Trustee
/s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
The ten trusts created under the The ten trusts created under the
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Agreement dated December 29, Grandchildren's Trust dated
1989, one for the benefit of each of: September 5, 1980, one for the benefit
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ III, of each of:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ III,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇ Lynley ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Lynley ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇ Sparks,
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, and
▇▇▇▇ ▇▇▇▇▇▇▇▇ Sparks
United States Trust Company United States Trust Company
of New York, Trustee of New York, Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------- ------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director Title: Managing Director
-21-
The two trusts established by ▇▇▇▇▇▇▇ The ten 1990 Personal Income Trusts
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under the Trust established by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and
Agreement dated February 6, 1970, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, each dated April 20,
one for the benefit of each of: 1990, one for the benefit of each of:
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ III,
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇ ▇▇▇▇ ▇▇▇▇,
United States Trust Company ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
of New York, Trustee ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇ Sparks,
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, and
------------------------------ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Sparks
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
-22-
SCHEDULE I
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
United States Trust Company of New York, as Trustee of two trusts created under
the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust Agreement dated December 29, 1989, one for
the benefit of each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
United States Trust Company of New York, as Trustee of two trusts created under
the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Grandchildren's Trust dated September 5, 1980, one
for the benefit of each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇.
United States Trust Company of New York, as Trustee of the trust established by
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under the Trust Agreement dated February 6, 1970, for
the benefit of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Trustees of two 1990 Personal Income
Trusts established by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, each dated April 20, 1990, one for the
benefit of each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
SCHEDULE II
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Keon, as Trustee under the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Trust dated
May 13, 1978.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Trustees of the ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Trust
dated May 13, ▇▇▇▇.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ Trust Company of New York, as Trustee of ten trusts created under
the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust Agreement dated December 29, 1989, one for
the benefit of each of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ III, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
United States Trust Company of New York, as Trustee of ten trusts created under
the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Grandchildren's Trust dated September 5, 1980, one
for the benefit of each of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ III, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
and ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
United States Trust Company of New York, as Trustee of two trusts established by
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under the Trust Agreement dated February 6, 1970, one
for the benefit of each of ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as Trustees of ten 1990 Personal Income
Trusts established by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, each dated April 20,
1990, one for the benefit of each of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ III, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.