Exhibit 4.3
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___________________________
Name:
Title:
Acknowledged and Agreed:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By _____________________________
Name:
Title:
