Exhibit 4.1
AMENDMENT NO. 2 TO THE
RIGHTS AGREEMENT
This Amendment to the Rights Agreement, dated as of February 15, 2005, is
made by and between Level 3 Communications, Inc., a Delaware corporation (the
"Company"), and Xxxxx Fargo Bank, NA (formerly known as Norwest Bank Minnesota,
N.A.), a Delaware corporation (the "Rights Agent"), and further amends the
Rights Agreement, dated as of May 29, 1998, between the Company and the Rights
Agent (the "Rights Agreement").
RECITALS
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Board
Directors of the Company has determined that an amendment to the Rights
Agreement as set forth herein is necessary, desirable and in the best interest
of the Company and its stockholders, and the Company and the Rights Agent desire
to evidence such amendment in writing.
NOW, THEREFORE, the Company and the Rights Agent agree as follows:
1. Amendment to Section 7(a). Section 7(a) of the Rights Agreement is
hereby amended and restated to read in its entirety as follows:
(a) Subject to Section 7(e) hereof, the registered holder of any Rights
Certificate may exercise the Rights evidenced thereby (except as otherwise
provided herein including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section 23(a)
hereof) in whole or in part at any time after the Distribution Date upon
surrender of the Rights Certificate, with the form of election to purchase and
the certificate on the reverse side thereof duly executed, to the Rights Agent
at the office or offices of the Rights Agent designated for such purpose, along
with a signature guarantee and such other and further documentation as the
Rights Agent may reasonably request, together with payment of the aggregate
Purchase Price with respect to the total number of one one-thousandths of a
share (or other securities, cash or other assets, as the case may be) as to
which such surrendered Rights are then exercisable, at or prior to the earlier
of (i) the close of business on February 17, 2005 (the "Final Expiration Date"),
or (ii) the time at which the Rights are redeemed as provided in Section 23
hereof (the earlier of (i) and (ii) being herein referred to as the "Expiration
Date") .
2. Miscellaneous.
(a) Except as otherwise expressly provided, or unless the context otherwise
requires, all capitalized terms used herein have the meanings assigned to them
in the Rights Agreement.
(b) Each party hereto waives any requirement under the Rights Agreement
that any additional notice be provided to it pertaining to the matters covered
by this Agreement.
(c) This Amendment may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one end and the same document.
(d) Except as expressly provided herein, the Rights Agreement is not being
amended, modified or supplemented in any respect, and it remains in full force
and effect.
(e) This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts made and to be
performed entirely within such State.
(f) This Amendment shall be deemed effective as of the date first written
above, as if executed on such date.
IN WITNESS WHEREOF, the parties have caused this Amendment to the Rights
Agreement to be duly executed as of the day and year first written above.
XXXXX 0 COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
XXXXX FARGO BANK, NA
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President
