Exhibit 4
AMENDMENT OF RIGHTS AGREEMENT
AND
CERTIFICATION OF COMPLIANCE WITH SECTION 26
Pursuant to Section 26 of the Rights Agreement ("Agreement") dated as
of June 28, 2001 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 August 28, 2001 as provided
below.
1. Paragraph 1(q) of the Agreement is hereby amended in full and
replaced in its entirety by the following:
"'Exempt Person' shall mean any of West Highland Partners,
L.P., West Highland Capital, Inc., Xx. Xxxx X. Xxxxxxx, or Estero
Partners, LLC (each an "Exempt Party"), provided that (i) during the
period commencing on the date hereof and terminating at the close of
business on December 15, 2001, the Exempt Parties collectively may
acquire Beneficial Ownership of up to an additional 3,500,000 shares of
Company Common Stock, (ii) in the event that after the close of
business on December 15, 2001, an Exempt Party acquires Beneficial
Ownership of any number of shares of Company Common Stock constituting
more than 1% of the Company Common Stock then outstanding and such
Exempt Party would otherwise be considered an Acquiring Person, such
Exempt Party shall no longer be an Exempt Party and shall be an
Acquiring Person and (iii) during the period between and inclusive of
the dates set forth in clause (i), in the event that an Exempt Party
acquires Beneficial Ownership of any number of shares of Company Common
Stock in excess of the 3,500,000 shares referenced in clause (i), such
Exempt Party shall no longer be an Exempt Party and shall be an
Acquiring Person."
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 August 28, 2001, hereby certifies to the Rights Agent
that these amendments are in compliance with the terms of Section 26 of the
Agreement.
MPOWER HOLDING CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President and Secretary
Acknowledged and Agreed:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By
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Name:
Title:
