AMENDMENT TO STOCKHOLDERS AGREEMENT
This Amendment, effective as of August 21, 2003 (this
"Amendment"), by and between Leucadia National Corporation, a New York
corporation ("Leucadia" or "Purchaser"), and WilTel Communications Group, Inc.,
a Nevada corporation (the "Company"), amends the Stockholders Agreement, dated
as of October 15, 2002, between the Company and Leucadia (the "Stockholders
Agreement"). Capitalized terms used in this Amendment, unless otherwise
specifically defined, shall have the same meanings as set forth in the
Stockholders Agreement.
RECITALS
WHEREAS, Section 2.2(a)(ii) of the Stockholders Agreement permits the
amendment of the Stockholders Agreement upon prior Board Approval.
WHEREAS, on August 21, 2003, Board Approval was given to amend the
Stockholders Agreement memorialized in this Amendment in connection with the
transactions contemplated by the Merger Agreement (as hereinafter defined).
NOW, THEREFORE, Leucadia and the Company agree as follows:
AMENDMENTS TO STOCKHOLDERS AGREEMENT
1. The Stockholders Agreement is hereby amended to add the
following Section 2.3:
2.3. Merger Agreement. Notwithstanding anything to the contrary
in this Agreement, the Investor is permitted to commence the exchange
offer (the "Tender Offer") contemplated by and in accordance with the
Agreement and Plan of Merger, dated as of August 21, 2003, among
Purchaser, Wrangler Acquisition Corp., a Nevada corporation and a
subsidiary of Purchaser, and the Company (as it may be amended or
modified, the "Merger Agreement"), and consummate the Tender Offer,
merger and other transactions contemplated by the Merger Agreement.
2. Section 5.1(b) of the Stockholders Agreement is hereby amended
to insert the following before the comma at the end of clause (ii) of said
Section 5.1(b):
, or the consummation of the Tender Offer in accordance with the Merger
Agreement (it being understood that none of the provisions of this
Agreement referred to in this Section 5.1(b) will terminate solely on
account of the Board Approval granted in August 2003 in respect of the
Tender Offer unless and until the Tender Offer is consummated in
accordance with the Merger Agreement)
3. The Stockholders Agreement is hereby amended to add the
following Section 5.1(e):
(e) At the effective time of the merger contemplated by the
Merger Agreement, this Agreement shall terminate and be of no further
force or effect.
4. Except as modified by this Amendment, the Stockholders Agreement
shall remain in full force and effect. In the event of any conflict between this
Amendment and the Stockholders Agreement, this Amendment shall control.
5. This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first
written above.
LEUCADIA NATIONAL CORPORATION
By: /s/ Xxxxxx X. Orlando
----------------------------
Name: Xxxxxx X. Orlando
Title: Vice President and
Chief Financial Officer
WILTEL COMMUNICATION GROUP, INC.
By: /s/ Xxxx X. Xxxxxx
----------------------------
Name: Xxxx X. Xxxxxx
Title: President and
Chief Executive Officer
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