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Published: 2008-03-26

Share Purchase Agreement - Level 3 Holdings Inc. and David C. McCourt



                            SHARE PURCHASE AGREEMENT

     This Share Purchase  Agreement (the  "Agreement") is entered into as of the
21st  day of  February,  2002,  between  Level  3  Holdings,  Inc.,  a  Delaware
corporation ("Buyer"), and David C. McCourt ("Seller").


                                   BACKGROUND

     Seller owns 84.21216 shares of Common Stock,  par value $.01 per share (the
"Shares")  of Level 3 Telecom  Holdings,  Inc.,  which  Shares are  subject to a
shareholder  agreement,  dated  as  of  June  10,  1993,  between  Seller  and a
predecessor  to the  Buyer,  relative  to an  investment  in  C-TEC  Corporation
(together with any amendments thereto, the "Shareholder Agreement");

     Buyer  desires to purchase  the Shares from Seller,  and Seller  desires to
sell the Shares to Buyer, upon the terms and subject to the conditions set forth
herein.

     Buyer and Seller further desire to terminate the Shareholder Agreement, and
any obligations  related thereto, by either party, upon the terms and subject to
the conditions set forth herein.

     NOW,  THEREFORE,  in consideration of the foregoing and the mutual promises
contained  herein and intending to be legally bound hereby,  the parties  hereto
agree as follows:

     1.   Purchase and Sale of Shares. Upon the basis of the representations and
          warranties  herein  contained,  and the other terms of this Agreement,
          Buyer agrees to purchase the Shares from Seller,  and Seller agrees to
          sell, transfer, assign and deliver the Shares to Buyer, free and clear
          of any liens security interests,  encumbrances,  claims,  liabilities,
          restrictions and third party right  ("Liens").  The purchase price for
          the Shares shall be $15,000,000 ("Purchase Price"). The closing of the
          purchase  and sale of the Shares (the  "Closing")  shall take place on
          February 22, 2002, (or on such other date as the parties may otherwise
          agree) at such location as the parties shall agree. At the Closing (i)
          Seller  shall  deliver  to Buyer a  certificate  for the  Shares  duly
          endorsed or accompanied  by stock powers duly endorsed in blank,  with
          any required  transfer tax stamps affixed thereto and (ii) Buyer shall
          deliver to Seller the Purchase Price in immediately available funds by
          wire  transfer  to an  account  of Seller  with a bank  designated  by
          Seller,  by notice to Buyer, not later than two business days prior to
          the date of the Closing (or if not so designated, then by certified or
          official  bank check  payable in  immediately  available  funds to the
          order of Seller in such amount).



     2.   Shareholders  Agreement. As further consideration for the transactions
          contemplated in this Agreement, the Shareholder Agreement, and any and
          all obligations related thereto, by either Seller or Buyer, are hereby
          cancelled and  terminated  in all respects and are deemed null,  void,
          and of no effect whatsoever.

     3.   Release. As further consideration for the transaction  contemplated in
          this Agreement, each of the parties hereby releases,  relieves, waives
          and forever  discharges the other party and its subsidiaries,  parent,
          and affiliated companies and their respective shareholders,  officers,
          directors,  employees, agents, successors and assigns from any and all
          claims, demands, actions, damages,  liabilities, and causes of action,
          whether known or unknown, which such party may have had, may presently
          have,  or in the  future may have or choose to have that  directly  or
          indirectly  relate to or arise  out of the  Shareholder  Agreement  or
          relate to or arise out of  Seller's  investment  or  ownership  in the
          Shares.

     4.   Representations and Warranties of Seller. Seller hereby represents and
          warrants to Buyer as follows:

          (a)  Seller has full power,  capacity and right to execute and deliver
               this Agreement and to perform his obligations hereunder.

          (b)  This Agreement has been duly executed and delivered by Seller and
               constitutes the valid and binding agreement of Seller enforceable
               against  Seller  in  accordance  with its  terms,  except as such
               enforceability   may  be  limited  by   bankruptcy,   insolvency,
               reorganization,  moratorium  and other  similar laws  relating to
               creditors rights or general principles of equity.

          (c)  Seller is the record and beneficial  owner of the Shares free and
               clear of any Liens.  At the  Closing,  Seller will  transfer  and
               deliver  to Buyer  good and valid  title to the  Shares  free and
               clear of any Lien.

          (d)  No approval, authorization,  consent or filing is required by the
               Seller in connection with the execution, delivery and performance
               of this Agreement by Seller,  except as may be required under the
               Securities Exchange Act of 1934.

          (e)  The  execution,  delivery and  performance  of this  Agreement by
               Seller  does  not   contravene  or  conflict  with  any  material
               agreement,  contract  or  other  instrument,  or any  law,  rule,
               regulation,  order or decree,  binding upon or  applicable to the
               Seller.



      5.   Representations  and Warranties of Buyer. Buyer hereby represents
           and warrants to Seller as follows:

          (a)  Buyer has full power,  capacity,  authority  and right to execute
               and  deliver  this  Agreement  and  to  perform  its  obligations
               hereunder.

          (b)  This Agreement has been duly  authorized by all necessary  action
               and  constitutes  the  valid  and  binding   agreement  of  Buyer
               enforceable against Buyer in accordance with its terms, except as
               such  enforceability  may be limited by  bankruptcy,  insolvency,
               reorganization,  moratorium  and other  similar laws  relating to
               creditors rights or by general principles of equity.

          (c)  No  approval,  authorization,  consent or filing is  required  in
               connection  with the execution,  delivery and performance of this
               Agreement  by  Buyer,   except  as  may  be  required  under  the
               Securities Exchange Act of 1934, as amended.

          (d)  The  execution,  delivery and  performance  of this  Agreement by
               Buyer  does not  contravene  or  conflict  with the  articles  of
               incorporation or bylaws of Buyer or with any material  agreement,
               contract or other instrument, or any law, rule, regulation, order
               or decree, binding upon or applicable to Buyer.

      6.   Miscellaneous.

          (a)  The parties  agree to cooperate  with each other in executing and
               delivering all further documents necessary to effect the purchase
               and sale of the Shares,  and both parties agree to cooperate with
               the other  for  purposes  of  effecting  the other  terms of this
               Agreement.

          (b)  All representations,  warranties,  covenants,  and obligations in
               this Agreement will survive the Closing.

          (c)  Any provision of this Agreement may be amended or waived, if, but
               only if, such  amendment or waiver is in writing and is signed by
               both parties hereto.

          (d)  This Agreement  shall be binding upon and inure to the benefit of
               each of the parties and their respective  heirs,  administrators,
               successors, assigns and legal representatives.

          (e)  This Agreement shall be construed in accordance with and governed
               by the  laws of the  State of New  York,  without  regard  to the
               conflicts of law rules of such state (other than Section 5-104 of
               the General 


               
               Obligations Law of the State of New York).
                                                               
          (f)  The  parties  agree  that the  terms of this  Agreement,  and the
               discussion  relating  to this  Agreement,  are and  shall  remain
               confidential  as between  the  parties,  unless and to the extent
               disclosure  is required by law, or to secure  advice from a legal
               or tax advisor.

          (g)  This  Agreement  contains  the entire  agreement  of the  parties
               hereto with  respect to the  purchase of the Shares and the other
               transactions   contemplated  herein,  and  supersedes  all  prior
               understandings  and agreements of the parties with respect to the
               subject matters hereof.

          (h)  This  Agreement  may be  executed in  counterparts  each of which
               shall be an original  with the same  effect as if the  signatures
               thereto and hereto were upon the same instrument. No provision of
               this  Agreement  is intended to confer upon any Person other than
               the parties hereto any rights or remedies hereunder.

          (i)  If any term, provision, covenant or restriction of this Agreement
               is held by a court of competent  jurisdiction  or other authority
               to be invalid, void or unenforceable, the remainder of the terms,
               provisions,  covenants and  restrictions  of this Agreement shall
               remain in full force and effect and shall in no way be  affected,
               impaired  or  invalidated  so  long  as  the  economic  or  legal
               substance of the transactions contemplated hereby is not affected
               in any  manner  materially  adverse  to any  party.  Upon  such a
               determination,  the  parties  shall  negotiate  in good  faith to
               modify this Agreement so as to effect the original  intent of the
               parties as closely as possible in an  acceptable  manner in order
               that the  transactions  contemplated  hereby  be  consummated  as
               originally contemplated to the fullest extent possible.

          (j)  All notices, requests, consents and other communications required
               or  permitted  hereunder  shall be in  writing  and shall be hand
               delivered or mailed  postage  prepaid by  registered or certified
               mail or transmitted  by facsimile  transmission  (with  immediate
               telephonic confirmation thereafter),

                           (1)     If to the Seller, to:

                                   David C. McCourt
                                   c/o RCN Corporation
                                   105 Carnegie Center
                                   Princeton, NY 08540-6215
                                   Facsimile No.: (609) 919-8632

                                                         
                           with a copy to:

                                 Skadden, Arps, Slate, Meagher & Flom LLP
                                 Four Times Square
                                 New York, NY 10036-6522
                                 Attention: Matthew A. Rosen and Howard L. Ellin
                                 Facsimile No.: (212) 735-2000

                  or       (2)  If to the Buyer, to:

                                 Level 3 Holdings, Inc.
                                 1025 Eldorado Boulevard
                                 Broomfield, CO  80021
                                 Attention:  General Counsel
                                 Facsimile No. (720) 888-5127

                           with a copy to:

                                 Level 3 Communications, Inc.
                                 1025 Eldorado Boulevard
                                 Broomfield, CO 80021
                                 Attention: General Counsel
                                 Facsimile No. (720) 888-5127

     Or at such other address as the Buyer or Seller each may specify by written
notice  to the  others,  and  each  such  notice,  request,  consent  and  other
communication  shall for all  purposes  of the  Agreement  be  treated  as being
effective  or having been given when  delivered if  delivered  personally,  upon
receipt of facsimile  confirmation  if transmitted by facsimile,  or, if sent by
mail,  at the  earlier  of its  receipt  of 72  hours  after  the  same has been
deposited in a regularly maintained  receptacle for the deposit of United States
mail, addressed and postage prepaid as aforesaid.


     IN WITNESS  WHEREOF,  each of the undersigned has duly executed,  or caused
its authorized officer to duly execute,  this Agreement as of the date first set
forth above.


                                           DAVID C. McCOURT

                                           /s/ David C. McCourt               

                                           Level 3 Holdings, Inc.
 

                                           By:      /s/ Thomas C. Stortz      
                                           Name:  Thomas C. Stortz
                                           Title:  Vice President