AMENDMENT OF AMENDED RIGHTS AGREEMENT AND CERTIFICATION OF COMPLIANCE WITH SECTION 26
EXHIBIT
3
AMENDMENT
OF AMENDED RIGHTS AGREEMENT
AND
CERTIFICATION
OF COMPLIANCE WITH SECTION 26
Pursuant
to Section 26 of the Amended Rights Agreement (“Agreement”)
dated
July 10, 2003, as amended on December 31, 2004 between Mpower Holding
Corporation (the “Company”)
and
Continental Stock Transfer & Trust Company (the “Rights
Agent”),
the
Company and the Rights Agent hereby amend the Agreement as of June 30, 2005
as
provided below.
1. Paragraph
1(a) of the Agreement is hereby amended by adding the following sentence to
the
end of the paragraph: “Notwithstanding anything to the contrary in this
paragraph, the numeric term “15%” shall be read as “20%” when referring to the
Beneficial Ownership of Aspen Advisors LLC.”
The
undersigned officer of the Company, being an appropriate officer of the Company
and authorized to do so by resolution of the board of directors of the Company
dated as of June 30, 2005 hereby certifies to the Rights Agent that these
amendments are in compliance with the terms of Section 26 of the
Agreement.
Acknowledged
and agreed to this 30th day of June, 2005.
| MPOWER HOLDING CORPORATION | ||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
|
Xxxxxxx X. Xxxxxxxxx |
||
| Senior Vice President, General Counsel and Secretary | ||
Acknowledged
and Agreed:
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxxxxxx | |
|
Xxxxx Xxxxxxxxxx |
||
| Vice President | ||
