EX-4.45 8 dex445.txt EXHIBIT 4.45 EXHIBIT 4.45 AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED JANUARY 1999 STOCKHOLDERS' AGREEMENT AMENDMENT NO. 2 (this "Amendment") dated as of August 1, 2001 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 January 1999 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 Original ---------- Stockholders and the M/C Stockholders to amend the Agreement in certain respects, and the Original Stockholders and the M/C 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 "fourteen (14)" relating ----------------------- to the authorized size of the Board of Directors in Section 2.1(a), as amended, is deleted and replaced with a reference to "fifteen (15)". B. Non-Employee Directors. The reference to "eight (8)" relating to ---------------------- the number of non-employee directors in Section 2.1(g), as amended, 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: ------------------------------ Name: Title: -------------------------------- -------------------------------- Clark E. McLeod Mary E. McLeod M/C INVESTORS L.L.C. By ------------------------------ Name: Peter H.O. Claudy Title: Manager MEDIA/COMMUNICATIONS PARTNERS III LIMITED PARTNERSHIP By: M/C III L.L.C., its General Partner By: ------------------------------ Name: Peter H.O. Claudy Title: Manager ALLIANT ENERGY CORPORATION By ------------------------------ Name: James E. Hoffman Title: -2- ALLIANT ENERGY FOUNDATION, INC. By: ------------------------------ Name: Edward M. Gleason Title: Treasurer ALLIANT ENERGY INVESTMENTS, INC. By: ------------------------------ Name: James E. Hoffman Title: President, Alliant Energy Resources HEARTLAND PROPERTIES, INC. By ------------------------------ Name: Henry Wertheimer Title: Vice President/Treasurer LNT COMMUNICATIONS LLC By: Alliant Energy Resources, Inc., its sole member By: ------------------------------ Name: James E. Hoffman Title: President Gail G. Lumpkin Trust Dated 12/14/85 BY: --------------------------------- ------------------------------ Richard A. Lumpkin Richard A. Lumpkin, Trustee -3- The two trusts created under the The two trusts created under the Mary Green Lumpkin Gallo Trust Richard Adamson Lumpkin Grandchildren's Agreement dated December 29, 1989, Trust dated September 5, 1980, one for one for the benefit of each of: the benefit of each of: Benjamin Iverson Lumpkin Benjamin Iverson Lumpkin Elizabeth Arabella Lumpkin Elizabeth Arabella Lumpkin United States Trust Company United States Trust Company of New York, Trustee of New York, Trustee By: By: ------------------------------ ------------------------------ Name: Loraine B. Tsavaris Name: Loraine B. Tsavaris Title: Managing Director Title: Managing Director The trust established by Richard The two 1990 Personal Income Trusts Adamson Lumpkin under the Trust established by Richard A. Lumpkin, Agreement dated February 6, 1970, dated April 20, 1990, one for the for the benefit of Richard Anthony benefit of each of: Lumpkin. Benjamin Iverson Lumpkin Elizabeth Arabella Lumpkin United States Trust Company of New York, Trustee ----------------------------------- David R. Hodgman, Trustee By: --------------------------------- Name: Loraine B. Tsavaris Title: Managing Director ----------------------------------- Steven L. Grissom, Trustee
-4- ALLIANT ENERGY RESOURCES, INC. By: -------------------------------- Name: --------------------------- Title: --------------------------- MARSHALL & ILSLEY TRUST COMPANY, As Nominee and Escrow Agent for Alliant Energy Resources, Inc. By: -------------------------------- Name: --------------------------- Title: --------------------------- -5-