{"id":41361,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/warrant-agreement-level-3-communications-inc-and-william-l.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"warrant-agreement-level-3-communications-inc-and-william-l","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/warrant-agreement-level-3-communications-inc-and-william-l.html","title":{"rendered":"Warrant Agreement &#8211; Level 3 Communications Inc. and William L. Grewcock"},"content":{"rendered":"<pre>\n                          LEVEL 3 COMMUNICATIONS, INC.\n\n                                       and\n\n                               WILLIAM L. GREWCOCK\n\n\n\n\n\n\n\n\n\n                             ______________________\n\n                                Warrant Agreement\n\n                           Dated as of March 11, 2002\n\n                             ______________________\n\n \n\n\n\n     WARRANT AGREEMENT (the  \"Agreement\"),  dated as of March 11, 2002,  between\nLevel 3  Communications,  Inc.,  a Delaware  corporation  (the  \"Company\"),  and\nWilliam L. Grewcock (the \"Purchaser\").\n\n     The  Company  proposes  to  issue  Common  Stock  Purchase   Warrants,   as\nhereinafter described (the \"Warrants\"), to purchase up to an aggregate 1,514,840\nshares of its Common Stock,  par value $.01 per share (the \"Common  Stock\") (the\nshares of Common Stock  issuable on exercise of the Warrants  being  referred to\nherein as the \"Warrant Shares\"). The Warrants will be issued in a single series.\n\n     In consideration of the foregoing and for the purpose of defining the terms\nand  provisions  of the  Warrants  and the  respective  rights  and  obligations\nthereunder  of the  Company  and the  registered  owners  of the  Warrants  (the\n\"Holders\"), the Company and the Purchaser hereby agree as follows:\n\n     SECTION 1.  Issuance  of  Warrants.  Concurrently  with the  execution  and\ndelivery  of this  Agreement,  the  Company is  issuing  and  delivering  to the\nPurchaser Warrants to purchase 1,514,840 Warrant Shares.\n\n     SECTION 2. Transferability and Form of Warrant.\n\n     2.1 Registration. The Warrants shall be numbered and shall be registered on\nthe books of the  Company as they are issued.  The Company  shall be entitled to\ntreat the Holder of any Warrant as the owner in fact  thereof  for all  purposes\nand shall not be bound to recognize  any equitable or other claim or interest in\nsuch  Warrant on the part of any other  person,  and shall not be liable for any\nregistration  of  transfer  of  any  Warrants  which  are  registered  or  to be\nregistered in the name of a fiduciary or the nominee of a fiduciary  unless made\nwith the actual  knowledge that a fiduciary or nominee is committing a breach of\ntrust in requesting such registration of transfer, or with such actual knowledge\nof such facts that its participation therein amounts to intentional  conversion.\nThe Warrants shall initially be registered in the name of the Purchaser.\n\n     2.2 Form of Warrant. The text of the Warrant and of the Purchase Form shall\nbe substantially  in the form set forth in Exhibit A attached hereto.  The price\nper Warrant  Share and the number of Warrant  Shares  issuable  upon exercise of\neach Warrant are subject to adjustment  upon the  occurrence of certain  events,\nall as  hereinafter  provided.  The Warrants  shall be executed on behalf of the\nCompany by its Chairman of the Board, Chief Executive Officer,  President or one\nof its Executive or Group Vice  Presidents,  under its corporate seal reproduced\nthereon attested by its Secretary or Assistant  Secretary.  The signature of any\nsuch officers on the Warrants may be manual or facsimile.\n\n\n\n\n     Warrants  bearing the  signatures of  individuals  who were at any time the\nproper officers of the Company shall bind the Company, notwithstanding that such\nindividuals  or any one of them shall have ceased to hold such offices  prior to\nthe delivery of such Warrants.\n\n     SECTION 3. Term of Warrants; Exercise of Warrants.\n\n     3.1 Term of Warrants.  Subject to the terms of this  Agreement,  the Holder\nshall have the right,  which may be exercised at any time and from time to time,\nto purchase from the Company the number of fully paid and nonassessable  Warrant\nShares which the Holder may at the time be entitled to purchase upon exercise of\nsuch Warrant.\n\n     3.2 Vesting. The Warrants shall be vested as of the date of this Agreement.\nEach  Warrant  shall expire at 5:00 p.m.,  New York City time,  on June 30, 2009\n(the \"Expiration Date\").\n\n     3.3 Exercise of Warrants.  Subject to the provisions of Section 3.4 hereof,\na Warrant  that is  exercisable  under  this  Agreement  may be  exercised  upon\nsurrender  to the  Company  at  its  principal  office  of  the  certificate  or\ncertificates  evidencing the Warrant or Warrants to be exercised,  together with\nthe  Purchase  Form on the reverse  thereof  duly  filled in and  signed,  which\nsignature (if not the Purchaser)  shall be guaranteed by a bank or trust company\nor a  broker  or  dealer  which  is a  member  of the  National  Association  of\nSecurities  Dealers,  Inc., and upon payment to the Company of the Warrant Price\nas defined in and  determined  in  accordance  with the  provisions of Section 7\nhereof for the number of Warrant  Shares in respect of which such  Warrants  are\nthen exercised (the \"Exercise Amount\").  Payment of the Exercise Amount shall be\nmade (i) by payment to the Company in cash, by certified or official bank check,\nor by wire transfer of the Exercise Amount, (ii) by surrender to the Company for\ncancellation of securities (which may include Warrant Shares received in respect\nof such  Warrants  being  exercised)  of the Company  having a Market  Price (as\nhereinafter  defined) on the date of exercise equal to the Exercise  Amount;  or\n(iii) by a combination  of the methods  described in clauses (i) and (ii) above,\nin each case at the option of the Holder.  For purposes hereof, the term \"Market\nPrice\"  shall  mean (1) the  average  of the daily  closing  price of a share of\nCommon Stock or other securities of the Company,  as the case may be, for the 15\nconsecutive  trading  days  preceding  the date the  Warrant  is  presented  for\nexercise  on the  principal  national  securities  exchange  on which the Common\nStock,  or securities are listed or admitted to trading or, (2) if not listed or\nadmitted  to trading on any  national  securities  exchange,  the average of the\nreported  bid  and  asked  prices  during  such 15  trading  day  period  in the\nover-the-counter market as furnished by the National Quotation Bureau, Inc., or,\nif such firm is not then engaged in the business of  reporting  such prices,  as\nfurnished by any member of the National Association of Securities Dealers,  Inc.\nselected  by the  Company  or, (3) if the  Common  Stock or  securities  are not\npublicly  traded,  the Market  Price for such day shall be the fair market value\nthereof  determined  jointly by the Company and the Holder;  provided,  however,\nthat if  pursuant  to this  subclause  (3)  such  parties  are  unable  to reach\nagreement  within  a  reasonable  period  of time,  the  Market  Price  shall be\ndetermined  in good faith by the  independent  investment  banking firm selected\njointly  by the  Company  and the Holder  or, if that  selection  cannot be made\nwithin 15 days,  by an  independent  investment  banking  firm  selected  by the\nAmerican Arbitration Association in accordance with its rules.\n\n\n\n     Subject  to  Section  3.4 and  Section 4 hereof,  upon the  surrender  of a\nWarrant  that is  exercisable  under this  Agreement  and payment of the Warrant\nPrice as aforesaid,  the Company shall cause to be issued and delivered with all\nreasonable  dispatch  (but in not event  later  than (i) 5  business  days after\npayment is received if payment is made in immediately  available funds or by the\nsurrender of  securities  and (ii) 10 business days after payment is received if\npayment  is not  made in  immediately  available  funds or by the  surrender  of\nsecurities) to or upon the written order of the Holder and in such name or names\nas the Holder may  designate,  a certificate or  certificates  for the number of\nfull Warrant Shares so purchased  upon the exercise of such  Warrants,  together\nwith cash, as provided in Section 8 hereof, in respect of any fractional Warrant\nShares otherwise  issuable upon such surrender.  If permitted by applicable law,\nto the extent that the Warrant Price consideration consists solely of securities\n(which may include  Warrant  Shares  received in respect of such Warrants  being\nexercised) of the Company,  the Warrant  Shares so acquired  (together  with the\nrelated certificate or certificates) shall be deemed to have been acquired as of\nthe date hereof.  The rights of purchase  represented  by the Warrants  shall be\nexercisable, at the election of the Holders thereof, either in full or from time\nto time in part and,  in the event that a  certificate  evidencing  Warrants  is\nexercised  in  respect of less than all of the  Warrant  Shares  purchasable  on\nexercise  at any time  prior  to the date of  expiration  of the  Warrants,  the\nCompany  shall,  at the time of  delivery  of the  certificate  or  certificates\nrepresenting Warrant Shares,  deliver to the Holder a new Warrant evidencing the\nrights to purchase the remaining Warrant Shares,  which new Warrant shall in all\nother respects be identical to this Warrant.\n\n     3.4 Cash in Lieu of Shares Upon Exercise of Warrants. Prior to the exercise\nof any  Warrants,  the Holder  shall give notice to the Company that such Holder\nintends to exercise all or a portion of the Warrants. Following such notice, the\nCompany shall have the right, exercisable at its sole election, by giving notice\nto the Holder of such election within 10 business days of such notice, to pay to\nthe Holder,  in lieu of the issuance of the Warrant Shares which otherwise would\nbe issued upon such exercise, and payment of the Warrant Price relating thereto,\nan amount  equal to the  product  of (x)  99.8% of the  difference  between  the\nWarrant Price and the current market price of the Common Stock on the date prior\nto the date on which the notice of exercise is given  (determined as provided in\nSection  7.2(f))  (the  \"Spread\")  and (y) the number of shares which would have\nbeen issued upon  exercise of the Warrants had the Company not made the election\nset forth herein.  In the event the Company notifies the Holder that it does not\nintend to exercise its right to pay the Spread (or fails to notify the Holder of\nits intent within such 10 business day period),  the Holder will have 60 days to\nobtain the funds necessary to acquire the shares of Common Stock pursuant to the\nWarrants and\/or exercise the  registration  rights provided in Exhibit B. If the\nHolder  fails to obtain the funds  necessary  to acquire the Common Stock within\nsuch 60 days,  the  requirement  to provide  the  notices  contemplated  by this\nSection 3.4 shall once again be applicable. If the Holder exercises the Holder's\nregistration  rights,  the Holder need not pay for the Warrant Shares until such\nregistration  shall become  effective and the issuance of shares of Common Stock\npursuant thereto shall have been consummated. The Company shall take all actions\nnecessary to cause the certificates representing the Warrant Shares to be issued\nupon exercise of such Warrants to be issued to the Holder promptly following the\npayment of the Warrant Price by the Holder.\n\n     3.5 Split Up, Combination and Exchange of Warrant Certificates. At or prior\nto the Expiration  Date, this Warrant,  with or without other  Warrants,  may be\nsplit up, combined or \n\n\n\nexchanged  for an other  Warrant  or  Warrants,  entitling  the  Holder  to\npurchase a like number of Warrant Shares as such surrendered Warrant or Warrants\nthen entitled such Holder to purchase.  Any Holder desiring to split up, combine\nor exchange  this Warrant  shall make such  request in writing  delivered to the\nCompany, and shall surrender the Warrant or Warrants to be split up, combined or\nexchanged to the Company. Thereupon the Company shall within a reasonable period\nof time sign and deliver to such Holder a Warrant or  Warrants,  as the case may\nbe, as so requested  containing  such legends as are required by this  Agreement\nand applicable law.\n\n     3.6  Registration   Rights.  The  Purchaser  and  the  Holders  shall  have\nregistration rights as set forth in Exhibit B hereto with respect to the Warrant\nShares.\n\n     SECTION 4.  Payment of Taxes.  The Company will pay all  documentary  stamp\ntaxes, if any,  attributable to the initial  issuance of Warrant Shares upon the\nexercise of Warrants;  provided, however, that the Company shall not be required\nto pay any tax or taxes which may be payable in respect of any transfer involved\nin the issue or delivery of any Warrant or certificates  for Warrant Shares in a\nname other than that of the Holder of such Warrants.\n\n     SECTION 5. Mutilated or Missing  Warrants.  In case any of the certificates\nevidencing  the Warrants  shall be mutilated,  lost,  stolen or  destroyed,  the\nCompany  will  issue and  deliver  in  exchange  and  substitution  for and upon\ncancellation  of  the  mutilated  Warrant   certificate,   or  in  lieu  of  and\nsubstitution  for the  Warrant  certificate  lost,  stolen or  destroyed,  a new\nWarrant  certificate  of like  tenor and  representing  an  equivalent  right or\ninterest,  but only upon  receipt of  evidence  reasonably  satisfactory  to the\nCompany of such loss,  theft or  destruction of such Warrant and an indemnity or\nbond, if requested,  also reasonably satisfactory to it. An applicant for such a\nsubstitute  Warrant  certificate  shall also comply  with such other  reasonable\nregulations and pay such other reasonable charges as the Company may prescribe.\n\n     SECTION 6.  Reservation of Warrant  Shares;  Purchase and  Cancellation  of\nWarrants.\n\n     6.1  Reservation  of  Warrant  Shares.  There have been  reserved,  and the\nCompany shall at all times keep reserved,  out of its authorized Common Stock, a\nnumber of shares of Common Stock  sufficient  to provide for the exercise of the\nrights of purchase represented by the outstanding  Warrants.  The transfer agent\nfor the Common Stock and every  subsequent  transfer agent for any shares of the\nCompany's  capital  stock  issuable  upon the  exercise  of any of the rights of\npurchase  aforesaid will be irrevocably  authorized and directed at all times to\nreserve such number of authorized  shares as shall be required for such purpose.\nThe Company will keep a copy of this  Agreement on file with the transfer  agent\nfor the Common Stock and with every subsequent  transfer agent for any shares of\nthe Company's capital stock issuable upon the exercise of the rights of purchase\nrepresented by the Warrants.  The Company may requisition from time to time from\nsuch  transfer  agent  the  stock  certificates  required  to honor  outstanding\nWarrants upon exercise  thereof in accordance  with the terms of this Agreement.\nThe  Company  will  supply  such  transfer   agent  with  duly  executed   stock\ncertificates  for such purposes and will provide or otherwise make available any\ncash which may be payable as  provided  in Section 8 hereof.  The  Company  will\nfurnish  such  transfer  agent  a  copy  of  all  notices  of  adjustments   and\ncertificates  related thereto.  All Warrants  surrendered in the exercise of the\nrights thereby evidenced shall be canceled.\n\n\n\n     6.2  Purchase  of  Warrants  by the  Company.  In  addition  to its  rights\ncontained in this  Agreement,  the Company may,  except as limited by applicable\nlaw,  other  agreements or herein,  with the consent of the Holder,  purchase or\notherwise  acquire  Warrants  at  such  times,  in  such  manner  and  for  such\nconsideration as the Company and such Holder may deem appropriate.\n\n     6.3  Cancellation  of Warrants.  In the event the Company shall purchase or\notherwise acquire Warrants, the certificates evidencing the same shall thereupon\nbe canceled  and  retired.  The  Company  shall  cancel any Warrant  certificate\nsurrendered  for  exchange,  substitution,  transfer  or exercise in whole or in\npart.\n\n     SECTION 7. Warrant Price.\n\n     7.1  Unadjusted  Warrant  Price.  The initial price at which Warrant Shares\nshall be purchasable upon exercise of Warrants shall be $8.00 per share, subject\nto adjustment pursuant to Sections 7.2 through 7.5 hereof (the \"Warrant Price\").\n\n     7.2  Adjustments.  The number and kind of securities  purchasable  upon the\nexercise of each Warrant and the Warrant Price shall be subject to adjustment as\nfollows:\n\n          (a) Stock  dividends,  splits,  etc. In case the Company  shall at any\n     time or from time to time after the date of this  Agreement  (i) declare or\n     pay a dividend on any of its shares of Common Stock or make a  distribution\n     to all  holders of shares of Common  Stock in shares of Common  Stock (or a\n     series thereof), (ii) subdivide its outstanding shares of Common Stock into\n     a greater number of shares,  (iii) combine its outstanding shares of Common\n     Stock  into a smaller  number of  shares of Common  Stock or (iv)  issue by\n     reclassification  of its shares of Common  Stock  other  securities  of the\n     Company  (including  any  such   reclassification   in  connection  with  a\n     consolidation  or merger in which the Company is the  continuing  company),\n     the number of shares purchasable upon exercise of each Warrant  immediately\n     prior  thereto  shall be adjusted  so that the Holder  shall be entitled to\n     receive  solely  the kind and number of shares or other  securities  of the\n     Company that it would have owned or have been entitled to receive after the\n     happening  of any of the  events  described  above  had such  Warrant  been\n     exercised  immediately  prior to the  happening of such event or any record\n     date with respect  thereto.  An adjustment  made pursuant to this paragraph\n     (a) shall become  effective  immediately  after the effective  date of such\n     event, retroactive to the record date, if any, for such event.\n\n          (b) Distribution of rights or warrants.  In case the Company shall fix\n     a record  date for the  issuance  of rights or  warrants  to all holders of\n     Common Stock (other than pursuant to the Rights Agreement,  dated as of May\n     29, 1998, between the Company and Norwest Bank Minnesota,  N.A., (now known\n     as Wells Fargo Bank  Minnesota,  N.A.) as rights  agent,  or any  successor\n     agreement),  entitling  them to subscribe for or purchase  shares of Common\n     Stock at a price per share (or having a conversion price per share) that is\n     lower on the date of issuance  thereof than the then  current  market price\n     per share of Common Stock (as defined in paragraph  (f) below),  the number\n     of shares thereafter  purchasable upon the exercise of each Warrant (at the\n     price  determined  in  accordance  with  paragraph  (j)  hereof)  shall  be\n     determined by multiplying the number of shares theretofore purchasable upon\n     exercise of each Warrant by a fraction, of which the \n\n\n\n     numerator shall be the number of shares of Common Stock  outstanding on the\n     date of issuance of such rights or warrants  plus the number of  additional\n     shares of Common Stock offered for  subscription or purchase (or into which\n     the convertible  securities so offered are initially  convertible),  and of\n     which the  denominator  shall be the  number  of  shares  of  Common  Stock\n     outstanding  on the date of issuance  of such  rights or warrants  plus the\n     number of shares that the aggregate  offering  price of the total number of\n     shares of Common  Stock so offered  (or the  aggregate  initial  conversion\n     price of the convertible  securities so offered) would purchase at the then\n     current  market  price per share of Common  Stock.  Such  adjustment  shall\n     become  effective  immediately  after the date such rights or warrants  are\n     issued,   retroactive  to  the  record  date  for  the   determination   of\n     stockholders entitled to receive such rights or warrants.\n\n          (c)  Distributions  of assets.  In the event the  Company  shall fix a\n     record  date for the  distribution  to all  holders of its shares of Common\n     Stock (i) evidences of its indebtedness, (ii) securities (other than Common\n     Stock or rights or warrants of the type described in Section 7.2(a) or (b))\n     or (iii) assets  (including  extraordinary  cash  dividends,  but excluding\n     regular  distributions,  including  cash  dividends,  paid in the  ordinary\n     course),  then in each case the Warrant  Price shall be adjusted to a price\n     determined by multiplying the Warrant Price in effect  immediately prior to\n     such  distribution by a fraction,  of which the numerator shall be the then\n     current market price per share of Common Stock (as defined in paragraph (f)\n     below)  on the date of such  distribution,  less the then  fair  value  (as\n     determined  in good faith by the Board of Directors  of the Company,  whose\n     determination  shall be conclusive and set forth in a certified  resolution\n     of the Board of Directors)  of the portion of the assets or the  securities\n     or the evidences of indebtedness so distributed  applicable to one share of\n     Common Stock, and of which the denominator shall be the then current market\n     price per share of Common Stock. Such adjustment shall be made whenever any\n     such  distribution  is made,  and  shall  become  effective  on the date of\n     distribution,  retroactive  to the  record  date for the  determination  of\n     stockholders entitled to receive such distribution.\n\n          (d) Issuance of Common  Stock.  In case the Company shall issue shares\n     of Common Stock  (excluding  shares  issued (i) in any of the  transactions\n     described  in paragraph  (a) hereof,  (ii) upon  conversion  or exchange of\n     securities convertible into or exchangeable for Common Stock, including the\n     Warrants, (iii) to the Company's employees under bona fide employee benefit\n     plans  adopted by the  Company,  (iv) upon  exercise  of rights or warrants\n     issued  to the  holders  of Common  Stock,  but only if at the time of such\n     issuance  the current  market  price of the Common Stock is greater than or\n     equal to the Warrant Price,  (v) issued to acquire,  or in connection  with\n     the  acquisition  of, all or any portion of a business as a going  concern,\n     whether such acquisition shall be effected by purchase of assets,  exchange\n     of securities,  merger,  consolidation or otherwise,  (vi) upon exercise of\n     rights or warrants issued in a firm  commitment  public  offering,  with an\n     initial  exercise  price at least equal to the current  market price at the\n     date of  issuance or (vii) in a firm  commitment  public  offering),  for a\n     consideration  per share of Common Stock less than the current market price\n     per share of Common Stock (as defined in paragraph  (f) hereof) on the date\n     the Company fixes the offering price of such additional shares, the Warrant\n     Price  shall be  adjusted  immediately  prior  thereto by  multiplying  the\n     Warrant Price in effect  immediately  prior to such issuance by a fraction,\n\n     \n     of which the numerator  shall be the total number of shares of Common Stock\n     outstanding  immediately  prior to the issuance of such  additional  shares\n     plus the number of shares of Common Stock which the aggregate consideration\n     received  (determined as provided in paragraph (g) hereof) for the issuance\n     of such  additional  shares would purchase at the then current market price\n     per share of Common Stock, and of which the denominator shall be the number\n     of shares of Common  Stock  outstanding  immediately  after the issuance of\n     such additional shares. Such adjustment shall be made successively whenever\n     such an issuance is made.\n\n          (e)  Issuance of  convertible  securities.  In case the Company  shall\n     issue any  securities  convertible  into or  exchangeable  for Common Stock\n     (excluding  securities  issued  in  transactions  described  in  paragraphs\n     (a)(iv),  (b) and (c) hereof) for a consideration per share of Common Stock\n     initially  deliverable  upon  conversion  or  exchange  of such  securities\n     (determined  as provided  in  paragraph  (g) hereof)  less than the current\n     market price per share of Common Stock (as defined in paragraph (f) hereof)\n     in effect immediately prior to the issuance of such securities, the Warrant\n     Price shall be adjusted  immediately  thereafter so that it shall equal the\n     price  determined by  multiplying  the Warrant Price in effect  immediately\n     prior thereto by a fraction,  of which the numerator shall be the number of\n     shares of Common  Stock  outstanding  immediately  prior to the issuance of\n     such  securities  plus the  number  of shares  of  Common  Stock  which the\n     aggregate  consideration  received (determined as provided in paragraph (g)\n     hereof) for such securities  would purchase at the current market price per\n     share of Common Stock, and of which the denominator  shall be the number of\n     shares of Common Stock outstanding  immediately prior to such issuance plus\n     the maximum number of shares of Common Stock deliverable upon conversion of\n     or in exchange for such  securities  at the initial  conversion or exchange\n     price or rate. Such adjustment shall be made successively  whenever such an\n     issuance is made.\n\n          Upon  the  termination  of the  right  to  convert  or  exchange  such\n     securities,  the Warrant Price shall be readjusted to such Warrant Price as\n     would have been obtained had the adjustments made upon the issuance of such\n     convertible  or  exchangeable  securities  been  made upon the basis of the\n     delivery of only the number of shares of Common  Stock  actually  delivered\n     upon  conversion or exchange of such  securities  and upon the basis of the\n     consideration  actually received by the Company  (determined as provided in\n     paragraph (g) hereof) for such  securities.  Such a readjustment  shall not\n     affect the number of shares issued upon the exercise of any Warrants  prior\n     to the date the readjustment is made.\n\n          (f)  Definition  of market price.  For the purpose of any  computation\n     under  paragraphs  (b),  (c),  (d) and (e) of this  Section 7.2 and for the\n     purpose of Section 3.4 hereof, the current market price per share of Common\n     Stock at any date shall be deemed to be the  average  of the daily  closing\n     price per share for the 10 consecutive  trading days  commencing 20 trading\n     days  before such date.  The  closing  price for each day shall be the last\n     sale price or, in case no such sale takes place on such day, the average of\n     the highest  reported bid and lowest  reported asked prices as furnished by\n     the National  Association  of Securities  Dealers Inc.  through Nasdaq or a\n     similar organization if Nasdaq is no longer reporting such information.  If\n     on any such  trading day shares of Common  \n\n\n\n     Stock  are not  quoted  by any such  organization,  the fair  value of such\n     shares on such day, as  determined  in good faith by the Board of Directors\n     of the Company, shall be used.\n\n          (g)  Valuation  of  consideration.  For  purposes  of any  computation\n     respecting  consideration  received  pursuant  to  paragraphs  (d)  and (e)\n     hereof, the following shall apply:\n\n               (i) in the case of the  issuance  of shares  of Common  Stock for\n          cash,  the  consideration  shall be the amount of such cash,  provided\n          that in no case  shall  any  deductions  be made for any  commissions,\n          discounts  or  other   expenses   incurred  by  the  Company  for  any\n          underwriting of the issue or otherwise in connection therewith;\n\n               (ii) in the case of the  issuance of shares of Common Stock for a\n          consideration  in whole or in part other than cash, the  consideration\n          other than cash shall be deemed to be the fair market value thereof as\n          determined  in good  faith by the Board of  Directors  of the  Company\n          (irrespective   of   the   accounting   treatment   thereof),    whose\n          determination  shall  be  conclusive  and  described  in  a  certified\n          resolution; and\n\n               (iii) in the case of the issuance of securities  convertible into\n          or   exchangeable   for  shares  of  Common   Stock,   the   aggregate\n          consideration   received   therefor   shall  be   deemed   to  be  the\n          consideration  received  by the  Company  for  the  issuance  of  such\n          securities plus the additional  minimum  consideration,  if any, to be\n          received by the Company upon the  conversion or exchange  thereof (the\n          consideration  in each  case to be  determined  in the same  manner as\n          provided in clauses (i) and (ii) of this paragraph (g)).\n\n          (h)  Definition  of shares of Common  Stock.  For the purposes of this\n     Section 7.2, the term \"shares of Common  Stock\" shall mean (i) the class of\n     stock  designated  as the Common  Stock of the  Company at the date of this\n     Agreement  or (ii) any  other  class of stock  resulting  from  changes  or\n     reclassifications of such shares consisting solely of changes in par value,\n     or from par value to no par value,  or from no par value to par  value.  In\n     the event that at any time, as a result of an  adjustment  made pursuant to\n     paragraph  (a) above,  the Holders  shall  become  entitled to purchase any\n     shares of the Company  other than shares of Common  Stock,  thereafter  the\n     number of such other shares so  purchasable  upon  exercise of each Warrant\n     and the Warrant  Price of such shares shall be subject to  adjustment  from\n     time to time in a manner and on terms as nearly  equivalent as  practicable\n     to the provisions with respect to the Warrant Shares  contained in Sections\n     7.2 through  7.3,  inclusive as they would have been applied to the Warrant\n     Shares.\n\n          (i)  Minimum  adjustment.  No  adjustment  in  the  number  of  shares\n     purchasable  hereunder  shall be  required  unless  such  adjustment  would\n     require an  increase  or decrease of at least one half (1\/2) of one percent\n     (1%) in the number of shares purchasable upon the exercise of each Warrant;\n     provided,  however,  that any adjustments which by reason of this paragraph\n     (i) are not  required  to be made shall be carried  forward  and taken into\n     account in any subsequent adjustment or upon any exercise of a Warrant.\n\n\n\n\n          (j)  Warrant   Price   adjustment.   Whenever  the  number  of  shares\n     purchasable  upon the  exercise  of each  warrant  is  adjusted,  as herein\n     provided, the Warrant Price per share payable upon exercise of each Warrant\n     shall be adjusted to the nearest cent by  multiplying  such  Warrant  Price\n     immediately prior to such adjustment by a fraction,  of which the numerator\n     shall be the number of shares purchasable upon the exercise of each Warrant\n     immediately prior to such adjustment, and of which the denominator shall be\n     the number of shares so purchasable immediately thereafter.\n\n          (k) Notice of  adjustment.  Whenever the number of shares  purchasable\n     upon the  exercise of each  Warrant or the Warrant  Price of such shares is\n     adjusted,  as herein  provided,  the Company  shall  promptly  mail to each\n     Holder, by first-class mail, postage prepaid,  notice of such adjustment or\n     adjustments.\n\n          (l) Company  may reduce  Warrant  Price or  increase  number of shares\n     purchasable.  The Company may at its option, at any time during the term of\n     the Warrants, reduce the then current Warrant Price, or increase the number\n     of shares of Common Stock purchasable upon exercise of each Warrant, to any\n     amount deemed appropriate by the Board of Directors of the Company.\n\n          (m)  Consolidation,  Merger,  etc. In case the Company  after the date\n     hereof  (a) shall  consolidate  with or merge  into any other  corporation,\n     association, partnership, organization, business, individual, government or\n     political subdivision thereof or a governmental agency (\"Person\") and shall\n     not be the  continuing or surviving  corporation of such  consolidation  or\n     merger,  or (b) shall permit any other Person to consolidate  with or merge\n     into the Company  and the  Company  shall be the  continuing  or  surviving\n     Person but, in  connection  with such  consolidation  or merger,  shares of\n     Common Stock or other  securities  shall be changed  into or exchanged  for\n     stock  or  other  securities  of any  other  Person  or cash  or any  other\n     property,  or (c) shall transfer all or substantially all of its properties\n     or assets to any other Person, or (d) shall effect a capital reorganization\n     or  reclassification  of the Common Stock or other securities (other than a\n     capital reorganization or reclassification resulting in the issue of shares\n     of Common  Stock for which  adjustment  in the Warrant  Price is  otherwise\n     provided in Section 7.2) (each a \"Merger Event\"),  then, and in the case of\n     each such Merger Event,  proper  provision  shall be made so that, upon the\n     basis and the terms and  conditions  as well as in the manner  provided  in\n     this  Agreement,  the  Holder,  upon the  exercise of a Warrant at any time\n     after the  consummation of such Merger Event,  shall be entitled to receive\n     (at the aggregate Warrant Price adjusted to reflect the modification of the\n     number of Warrant  Shares  pursuant to this Section 7.2(m) in effect at the\n     time  of  such  consummation  for all  shares  of  Common  Stock  or  other\n     securities   issuable  upon  such  exercise   immediately   prior  to  such\n     consummation),  in lieu of the shares of Common  Stock or other  securities\n     issuable upon such exercise prior to such consummation,  the highest amount\n     of securities,  cash or other property to which such Holder would have been\n     entitled  as a  stockholder  upon  such  consummation  if such  Holder  had\n     exercised the rights represented by this Warrant  immediately prior thereto\n     (or, if  applicable,  immediately  prior to the record date  established in\n     connection with any such Merger Event), subject to adjustments  (subsequent\n     to such  consummation) as nearly  equivalent as possible to the adjustments\n     provided for in Sections 7.2 through 7.5.\n\n\n\n     In addition,  for the period  commencing on the date of this  Agreement and\n     terminating on the date that is the second  anniversary of this  Agreement,\n     if  the  Company  shall  engage  in any  Merger  Event  wherein  all of the\n     outstanding  Common  Stock of the  Company is  acquired  for  consideration\n     consisting  of any  property  or asset  other than the common  stock of the\n     acquiring company (the \"Merger  Consideration\") (a \"Special Merger Event\"),\n     the Company shall pay immediately prior to any record date for such Special\n     Merger Event by issuing to the Holder shares of  unregistered  Common Stock\n     an amount equal to the  underlying  value of any Warrants  then held by the\n     Holder absent the  consummation of the Special Merger Event,  calculated as\n     of the  record  date of the  Special  Merger  Event  using a  Black-Scholes\n     derived  option  pricing  model  for a sixty  (60)  day  historical  period\n     immediately  preceding,  and ending on,  the record  date for such  Special\n     Merger  Event.  In the  event  that a  payment  in the  form of  shares  of\n     unrestricted  Common Stock is required by this Section  7.2(m) is required,\n     it shall be a condition  to the closing of any  Special  Merger  Event that\n     such shares of Common  Stock so issued by the  Company  will be entitled to\n     receive the  consideration  in the Special Merger Event. To the extent that\n     the Merger  Consideration  consists  of the common  stock of the  acquiring\n     company and any other form of  consideration,  the payment required by this\n     paragraph  shall be pro rated in the same  proportion  as the common  stock\n     component of the Merger Consideration is to the other form of consideration\n     component of the Merger Consideration.\n\n     7.3 No  Adjustment  in Certain  Cases.  Except as set forth in Section  7.2\nhereof,  no adjustment in respect of any dividends shall be made during the term\nof a Warrant or upon the exercise of a Warrant.\n\n     7.4 Other  Dilutive  Events.  If any event occurs as to which,  in the good\nfaith opinion of the Board of Directors of the Company,  the  provisions of this\nSection 7.2 are not  strictly  applicable  or if strictly  applicable  would not\nfairly protect the rights of the Holder in accordance with the essential  intent\nand  principles of such  provisions,  then the Board of Directors  shall make an\nadjustment  in the  application  of such  provisions,  in  accordance  with such\nessential intent and principles,  so as to protect such rights as aforesaid, but\nin no event  shall any  adjustment  have the effect of  increasing  the  Warrant\nShares as otherwise determined pursuant to any of the provisions of this Section\n7.2.\n\n     7.5 No Impairment. The Company will not, by amendment of its certificate of\nincorporation or through  reorganization,  consolidation,  merger,  dissolution,\nsale of  assets  or any  other  voluntary  action,  avoid or seek to  avoid  the\nobservance or performance  of any of the terms of this Warrant,  but will at all\ntimes in good  faith  assist in the  carrying  out of all such  terms and in the\ntaking of all such action as may be necessary or appropriate in order to protect\nthe rights of the Holder against dilution or other impairment.  Without limiting\nthe generality of the foregoing,  the Company will not increase the par value of\nany shares of stock  receivable  upon the  exercise  of this  Warrant  above the\namount payable therefor upon such exercise,  and at all times will take all such\naction as may be necessary or  appropriate in order that the Company may validly\nand legally issue fully paid and  nonassessable  stock upon the exercise of this\nWarrant.\n\n     7.6 Statement on Warrants.  Irrespective  of any adjustments in the Warrant\nPrice or the  number  or kind of shares  purchasable  upon the  exercise  of the\nWarrants,  Warrants \n\n\n\ntheretofore  or  thereafter  issued may  continue  to express the same price and\nnumber  and kind of shares  as are  stated in the  Warrants  initially  issuable\npursuant to this Agreement,  but shall be modified and replaced upon the request\nof the Holders thereof.\n\n     SECTION 8. Fractional Interests. The Company shall not be required to issue\nfractional Warrant Shares on the exercise of Warrants.  If more than one Warrant\nshall be presented for exercise in full at the same time by the same Holder, the\nnumber of full Warrant Shares which shall be issuable upon the exercise  thereof\nshall be  computed  on the  basis of the  aggregate  number  of  Warrant  Shares\npurchasable  on exercise  of the  Warrants so  presented.  If any  fraction of a\nWarrant Share would, except for the provisions of this Section 8, be issuable on\nthe exercise of any Warrant (or specified  portion  thereof),  the Company shall\npay an amount in cash  equal to the  closing  price for one share of the  Common\nStock,  as  defined  in  paragraph  (f)  of  Section  7.2,  on the  trading  day\nimmediately preceding the date the Warrant is presented for exercise, multiplied\nby such fraction.\n\n     SECTION 9. Rights and Notices.\n\n     9.1 No Rights as  Stockholders;  Notices to Holders.  Nothing  contained in\nthis Agreement or in any of the Warrants  shall be construed as conferring  upon\nthe Holders or their  transferees,  the right to vote or to receive dividends or\nto consent or to receive  notice as  stockholders  in respect of any  meeting of\nstockholders  for the election of directors of the Company or any other  matter,\nor any rights  whatsoever as  stockholders of the Company.  If, however,  at any\ntime prior to the expiration of the Warrants and prior to their exercise, any of\nthe following events shall occur:\n\n          (a) the Company shall declare any dividend  payable in any  securities\n     upon its  shares of Common  Stock or make any  distribution  (other  than a\n     regular cash dividend, as such dividend may be increased from time to time)\n     to the holders of its shares of Common Stock; or\n\n          (b) the  Company  shall  offer to the  holders of its shares of Common\n     Stock any cash,  additional  shares of Common Stock or other  securities of\n     the Company or any right to subscribe for or purchase any thereof; or\n\n          (c) a  dissolution,  liquidation  or winding up of the Company  (other\n     than in connection with a consolidation, merger, sale, transfer or lease of\n     all or  substantially  all of  its  property,  assets  and  business  as an\n     entirety) shall be proposed,\n\nthen in any one or more of said events the Company  shall give notice in writing\nof such event as  provided  in Section  10 hereof,  such  giving of notice to be\ncompleted  at least 30 days prior to the date fixed as a record date or the date\nof closing the transfer books for the determination of the stockholders entitled\nto such dividend,  distribution, or subscription rights or for the determination\nof stockholders  entitled to vote on such proposed  dissolution,  liquidation or\nwinding up or the date of  expiration  of such offer.  Such notice shall specify\nsuch  record  date or the  date of  closing  the  transfer  books or the date of\nexpiration,  as the case may be.  Failure to mail or receive  such notice or any\ndefect  therein or in the  publication  or mailing  thereof shall not \n\n\naffect  the  validity  of  any  action  in   connection   with  such   dividend,\ndistribution, liquidation or winding up, or such offer.\n\n     9.2 Reports to Holders.  If at any time while any Warrants are  outstanding\nthe Company is no longer subject to the reporting  requirements of Section 12 or\n15 of the  Securities  Exchange  Act of 1934,  the Company will cause annual and\nquarterly  reports to be sent to the Holders that shall  contain such  financial\nstatements  and other  information  concerning  the  business and affairs of the\nCompany as would be required to permit Holders to sell securities of the Company\npursuant to Rule 144 of the Securities Act of 1933, as amended (the  \"Securities\nAct\"),  including  information  required to be included in annual and  quarterly\nreports filed with the Securities and Exchange Commission pursuant to Section 13\nor  15(d)  of the  Securities  Exchange  Act of  1934  by an  issuer  registered\ntherewith pursuant to Section 12 of said Act.\n\n     SECTION 10. Notices. Any notice pursuant to this Agreement by any Holder to\nthe  Company,  shall be in  writing  and  shall be  delivered  in  person  or by\nfacsimile  transmission,  or mailed first class, postage prepaid to the Company,\nat its principal office, Attention: General Counsel. Any notice pursuant to this\nAgreement by the Company to the Holders, shall be in writing and shall be mailed\nfirst class, postage prepaid, or otherwise  delivered,  to such Holders at their\nrespective  addresses  on the books of the  Company.  Each party hereto may from\ntime to time change the address to which  notices to it are to be  delivered  or\nmailed hereunder by notice to the other party.\n\n     SECTION  11.  Successors.  Except  as  expressly  provided  herein  to  the\ncontrary,  all the  covenants  and  provisions  of this  Agreement by or for the\nbenefit of the Company and the Purchaser  shall bind and inure to the benefit of\ntheir respective successors and permitted assigns hereunder.\n\n     SECTION 12. Merger or  Consolidation  of the Company.  The Company will not\nmerge  or  consolidate  with  or  into,  or  sell,  transfer  or  lease  all  or\nsubstantially all of its property to, any other corporation unless the successor\nor  purchasing  corporation,  as the  case  may be (if not the  Company),  shall\nexpressly assume, by supplemental  agreement,  the due and punctual  performance\nand  observance of each and every covenant and condition of this Agreement to be\nperformed and observed by the Company.\n\n     SECTION 13. Private Placement.\n\n     The Purchaser hereby represents that:\n\n          (a) The  Purchaser  understands  that  the  offering  and  sale of the\n     Warrants is intended to be exempt from  registration  under the  Securities\n     Act pursuant to Section 4(2) of the Securities Act.\n\n          (b) To the extent  that the  Purchaser  has  employed  any  investment\n     banker,  broker or finder or incurred any liability for any brokerage fees,\n     commissions   or  finder's  fees  in  connection   with  the   transactions\n     contemplated by this Agreement,  the Purchaser shall be responsible for the\n     payment of any such fees or commissions.\n\n\n\n\n          (c) The Purchaser  understands  that the Warrants  have not been,  and\n     will not be,  registered under any securities laws, state or federal;  that\n     the  Warrants  must be  held  indefinitely  unless  they  are  subsequently\n     registered  under  applicable  securities  laws or an  exemption  from such\n     registration  is  available;  that the  Company is under no  obligation  to\n     register the Warrants or in complying with any exemption from registration.\n     In addition,  the Purchaser  understands  that the Warrant  Shares have not\n     been,  and may not be,  registered  under  any  securities  laws,  state or\n     federal;  that the Warrant Shares must be held indefinitely unless they are\n     subsequently  registered under  applicable  securities laws or an exemption\n     from such  registration  is  available;  that  except as  provided  in this\n     Agreement,  the  Company is under no  obligation  to  register  the Warrant\n     Shares or to assist in complying with any exemption from registration.\n\n          (d) The Purchaser agrees that it will not transfer,  by way of gift or\n     otherwise,  or sell the Warrants or any part thereof or the Warrant Shares,\n     unless such Warrants or Warrant Shares, as applicable, have been registered\n     under  the  Securities  Act or it first  obtains,  at its own  expense,  an\n     opinion of counsel reasonably satisfactory to the Company that the transfer\n     of such  Warrants or Warrant  Shares may be effected  without  registration\n     under the  Securities  Act,  provided that no opinion shall be necessary to\n     effect a  transfer  to  affiliates  of the  Purchaser,  to the  extent  the\n     Purchaser  or such person  confirms the  representations  set forth in this\n     Section 13.\n\n          (e) The Purchaser is not acquiring the Warrants as a result of (i) any\n     advertisement,  article,  notice or other  communication  published  in any\n     newspaper, magazine, or similar media or broadcast over television or radio\n     or (ii) any seminar  meeting  whose  attendees had been invited as a result\n     of, subsequent to, or pursuant to any of the foregoing.\n\n          (f) The Purchaser  understands that there will be no public market for\n     the Warrants.\n\n          (g) The Purchaser  (i) has carefully  evaluated the risks of investing\n     in the  Company,  (ii) has no need for  liquidity in this  investment,  and\n     (iii) should it decide to exercise the  Warrants,  will be able to bear the\n     substantial economic risks of an investment in the Warrant Shares.\n\n          (h)  The  Purchaser  has   sufficient   knowledge  and  experience  in\n     financial,   tax  and  business  matters  to  enable  him  to  utilize  the\n     information  made  available to him in connection  with the purchase of the\n     Warrants,  to evaluate the merits and risks of the  prospective  investment\n     and to make an informed investment decision with respect thereto.\n\n          (i) The  Purchaser  acknowledges  that the Company is relying upon the\n     representations and warranties  contained herein in determining to make the\n     sale of the Warrants, and the Purchaser consents to such reliance.\n\n          (j) The  Purchaser  has  received  and  carefully  reviewed  financial\n     information  pertaining to the Company, has had a reasonable opportunity to\n     ask questions of and\n\n\n     receive answers from the Company and its directors,  officers and employees\n     concerning  the Warrants and the business and affairs of the Company,  and,\n     all such  questions  have been  answered  to the full  satisfaction  of the\n     Purchaser.  No oral  representations  have  been  made or oral  information\n     furnished  in  connection  with the sale of Warrants  which were in any way\n     relied upon by the Purchaser.\n\n          (k) Company  Excluded  Information.  The  Purchaser  acknowledges  and\n     agrees  that the Company may possess  material  information  not  generally\n     known  by the  public  or by  the  Purchaser  regarding  the  Company,  its\n     business,   its  condition  (financial  or  otherwise)  and  its  prospects\n     (collectively,  the  \"Company  Excluded  Information\"),  and the  Purchaser\n     agrees that the Company  shall have no  liability  to the  Purchaser to the\n     extent the  Purchaser  incurs or  otherwise  suffers any  liability,  loss,\n     expense, cost or damage arising out of or relating to the non-disclosure of\n     the Company Excluded Information.\n\n     SECTION 14. Legends.  Certificates  evidencing the Warrants issued pursuant\nto this Agreement and any Warrant Shares shall bear the following legend:\n\n          \"The securities  evidenced  hereby have not been registered  under the\n     Securities  Act of 1933,  as amended (the \"Act\"),  or any state  securities\n     law,  and  may  not  be  transferred   except   pursuant  to  an  effective\n     registration  under  the  Act  and  such  state  securities  laws  or  in a\n     transaction which, in the opinion of counsel reasonably satisfactory to the\n     Company,  qualifies as an exempt  transaction  under the Act and applicable\n     state securities laws and the rules and regulations promulgated thereunder.\n\n          In addition,  such securities are subject to the terms of that certain\n     Warrant  Agreement,  dated as of March 11, 2002, by and between the Company\n     and William L. Grewcock, including certain restrictions on transfer. A copy\n     of such  Agreement  has been filed with the Secretary of the Company and is\n     available upon request.\"\n\n     SECTION  15.  Applicable  Law.  This  Agreement  and  each  Warrant  issued\nhereunder  shall be governed by and  constructed in accordance  with the laws of\nthe State of Delaware,  without  giving effect to principles of conflict of laws\nthereof.\n\n     SECTION 16. Benefits of this Agreement.  Nothing in this Agreement shall be\nconstrued  to give to any person or  corporation  other than the Company and the\nHolders any legal or equitable right, remedy or claim under this Agreement;  but\nthis  Agreement  shall be for the sole and exclusive  benefit of the Company and\nthe Holders.\n\n     SECTION 17.  Counterparts.  This Agreement may be executed in any number of\ncounterparts and each of such  counterparts  shall for all purposes be deemed to\nbe an original,  and all such counterparts shall together constitute but one and\nthe same instrument.\n\n     SECTION 18. Captions.  The captions of the Sections and subsections of this\nAgreement have been inserted for convenience  only and shall have no substantive\neffect.\n\n\n     SECTION 19. Miscellaneous.\n\n     (a) If any  term or  provision  of  this  Agreement  is held by a court  of\ncompetent jurisdiction or other authority to be invalid, void,  unenforceable or\nagainst its regulatory policy, the remainder of the terms, provisions, covenants\nand  restrictions  of this  Agreement  shall remain in full force and effect and\nshall in no way be affected, impaired or invalidated.\n\n     (b) Except as otherwise  provided  herein,  each party hereto shall pay its\nown expenses incurred with this Agreement.\n\n                            [Signature Page Follows]\n\n\n\n     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be\nduly executed, all as of the day and year first above written.\n\n                                                 LEVEL 3 COMMUNICATIONS, INC.\n\n\n\n                                                 By: \/S\/ Neil J. Eckstein\n                                                  Name:  Neil J. Eckstein\n                                                  Title:  Vice President\n\n                                                 WILLIAM L. GREWCOCK\n                                                 \/S\/ William L. Grewcock\n\n\n\n\n                                                                       EXHIBIT A\n\nTHE SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES\nACT OF 1933, AS AMENDED (THE \"ACT\"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE\nTRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION UNDER THE ACT AND SUCH\nSTATE  SECURITIES  LAWS OR IN A  TRANSACTION  WHICH,  IN THE  OPINION OF COUNSEL\nREASONABLY SATISFACTORY TO THE COMPANY, QUALIFIES AS AN EXEMPT TRANSACTION UNDER\nTHE ACT AND  APPLICABLE  STATE  SECURITIES  LAWS AND THE RULES  AND  REGULATIONS\nPROMULGATED THEREUNDER.\n\nIN ADDITION,  SUCH  SECURITIES ARE SUBJECT TO THE TERMS OF THAT CERTAIN  WARRANT\nAGREEMENT, DATED AS OF MARCH 11, 2002, BY AND BETWEEN THE COMPANY AND WILLIAM L.\nGREWCOCK,  INCLUDING CERTAIN  RESTRICTIONS ON TRANSFER. A COPY OF SUCH AGREEMENT\nHAS BEEN FILED WITH THE SECRETARY OF THE COMPANY AND IS AVAILABLE UPON REQUEST.\n\n\nVOID AFTER 5:00 P.M., New York City time, June 30, 2009\n\n                              Warrants to Purchase\n\n                           [Number of Warrant Shares]\n                             Shares of Common Stock\n\n\n                          LEVEL 3 COMMUNICATIONS, INC.\n                         COMMON STOCK PURCHASE WARRANTS\n\n     This certifies  that, for value received,  _________ or registered  assigns\n(the  \"Holder\"),  is entitled to purchase from Level 3  Communications,  Inc., a\nDelaware  corporation,  (the  \"Company\"),  at any time after 9:00 a.m., New York\nCity time,  on December 31, 2001 and prior to 5:00 p.m.,  New York City time, on\nJune 30, 2009, at the purchase  price of $8.00 per share (the \"Warrant  Price\"),\nthe number of shares of its Common Stock,  par value $.01 per share (the \"Common\nStock\"),  shown above.  The number of shares  purchasable  upon  exercise of the\nCommon  Stock  Purchase  Warrants  (the  \"Warrants\")  and the Warrant  Price are\nsubject to  adjustment  from time to time as set forth in the Warrant  Agreement\nreferred to below.  Outstanding Warrants not exercised prior to 5 p.m., New York\nCity time, on June 30, 2009 shall thereafter be void.\n\n     Warrants  may be  exercised  in  whole or in part by  presentation  of this\nWarrant  Certificate  with the  Purchase  Form on the  reverse  side hereof duly\nexecuted,  which signature (if not the Purchaser)  shall be guaranteed by a bank\nor trust  company  or a broker  or  dealer  which  is a member  of the  National\nAssociation of Securities Dealers, Inc., and simultaneous payment of the Warrant\nPrice at the  principal  office of the  Company.  Payment of such price shall be\nmade in cash or by certified or official bank check or as otherwise  provided in\nthe Warrant  Agreement  \n\n\nreferred to below. As provided in the Warrant  Agreement  referred to below, the\nWarrant  Price and the number of kind of shares which may be purchased  upon the\nexercise of the Warrants  evidenced by this Warrant  Certificate  are,  upon the\nhappening of certain events, subject to modification and adjustment.\n\n     This Warrant  Certificate is issued under and in accordance  with a Warrant\nAgreement dated as of March 11, 2002 between the Company and William L. Grewcock\nand is subject to the terms and provisions  contained in the Warrant  Agreement,\nto all of which the Holder of this  Warrant  Certificate  by  acceptance  hereof\nconsents.  A copy of the Warrant  Agreement may be obtained by the Holder hereof\nupon written request to the Company.\n\n     Upon  any  partial  exercise  of the  Warrants  evidenced  by this  Warrant\nCertificate,  there  shall  be  issued  to  the  Holder  hereof  a  new  Warrant\nCertificate  in respect of the shares of Common  Stock as to which the  Warrants\nevidenced  by this  Warrant  Certificate  shall  not have been  exercised.  This\nWarrant  Certificate  may be exchanged at the office of the Company by surrender\nof  this  Warrant   Certificate   properly  endorsed  either  separately  or  in\ncombination  with one or more  other  Warrant  Certificates  for one or more new\nWarrant Certificates  evidencing the right of the Holder thereof to purchase the\naggregate  number of shares as were  purchasable  on  exercise  of the  Warrants\nevidenced by the Warrant  Certificate or Certificates  exchanged.  No fractional\nshares will be issued upon the exercise of any Warrant, but the Company will pay\nthe cash value  thereof  determined as provided in the Warrant  Agreement.  This\nWarrant  Certificate is  transferable at the office of the Company in the manner\nand subject to the limitations set forth in the Warrant Agreement.\n\n     The  Holder  hereof may be treated  by the  Company  and all other  persons\ndealing  with this  Warrant  Certificate  as the  absolute  owner hereof for any\npurpose and as the person entitled to exercise the rights represented hereby, or\nto the transfer  hereof on the books of the company,  any notice to the contrary\nnotwithstanding,  and until such  transfer on such books,  the Company may treat\nthe Holder hereof as the owner for all purposes.\n\n\n     Neither the Warrants nor this  Warrant  Certificate  entitles any Holder to\nany of the rights of a stockholder of the Company.\n\nDATED:\n\n                                                   LEVEL 3 COMMUNICATIONS, INC.\n\n                                                   By:   \n\n                                                   Attest:    \n\n\n\n\n                                  PURCHASE FORM\n\n                    (To be executed upon exercise of Warrant)\n\nTo LEVEL 3 COMMUNICATIONS, INC.:\n\n     The undersigned hereby irrevocably elects to exercise the right of purchase\nrepresented by the within Warrant  Certificate for, and to purchase  thereunder,\n_______ shares of Common Stock,  as provided for therein,  and tenders  herewith\npayment  of the  purchase  price in full in the form of cash or a  certified  or\nofficial  bank  check in the  amount of $_____ or  securities  in the  amount of\n$_________ pursuant to the non-cash exercise provisions set forth in the Warrant\nAgreement  dated  as of  December  31,  2001  between  the  Company  and  Kiewit\nConstruction Company.\n\n     Please issue a certificate or certificates  for such shares of Common Stock\nin the name of, and pay any cash for any fractional share to:\n\nPLEASE INSERT SOCIAL SECURITY OR         NAME\nOTHER IDENTIFYING NUMBEROF PURCHASER     (Please Print Name &amp; Address)\n\n\n                                         Address\n                                         Signature\n                                         NOTE:  The above signature should \n                                                correspond exactly with the name\n                                                on the face of this Warrant \n                                                Certificate or with the name of \n                                                the assignee appearing in the \n                                                assignment form below.\n\n\nAnd, if said number of shares shall not be all the shares  purchasable under the\nwithin  Warrant  Certificate,  a new Warrant  Certificate is to be issued in the\nname of said  undersigned  for the balance  remaining  of the share  purchasable\nthereunder less any fraction of a share paid in cash.\n\n\n                                   ASSIGNMENT\n\n  (To be executed only upon assignment of Warrant Certificate)\n\n     For value  received,  _________  hereby sells,  assigns and transfers  unto\n_________ the within  Warrant  Certificate,  together with all right,  title and\ninterest therein,  and does hereby irrevocably  constitute and appoint _________\nattorney,  to transfer said Warrant Certificate on the books of the within-named\nCompany, with full power of substitution in the premises.\n\nDated:     \n                              NOTE:    The above signature should correspond\n                                       exactly with the name on the face of this\n                                       Warrant Certificate.\n\nPLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER\nOF ASSIGNEE\n\n\n\n                                                     \n                                                                      Exhibit B\n                                              \n                              REGISTRATION RIGHTS\n\n     (a) At any time after  December 31, 2003,  and subject to the  restrictions\ncontained  in this  Agreement,  upon a written  request  to  register  under the\nSecurities Act of 1933, as amended,  by the Purchaser,  or by the Holders of (i)\nWarrants  representing  the right to purchase Warrant Shares and\/or (ii) Warrant\nShares, which in the aggregate comprise 50% or more of the Common Stock issuable\nupon  exercise of the  Warrants  (the  \"Majority  Holders\"),  the Company  shall\npromptly  prepare and file no later than 45 days  following  any such request at\nits sole expense,  a  registration  statement  with the  Securities and Exchange\nCommission (the \"Commission\") to register the resale of the Warrant Shares to be\nreceived  by any  Holder,  and any  other  shares of  Common  Stock  held by the\nPurchaser (the \"Registrable Securities\").  However, in no event will the Company\nbe required to file more than one such  registration  statement  and the Company\nshall  not  be  required  to  file  a  registration  statement  relating  to the\nregistration  of the  Warrants.  The Company  shall notify all other  Holders of\nRegistrable  Securities  of such  registration,  and shall allow such  Holders a\nreasonable   opportunity  to  participate  in  such  registration.   Subject  to\nsubsection (c) hereof,  the Holders  acknowledge that the Company may include in\nsuch registration statement shares of Common Stock to be sold for the account of\nother holders of Common Stock or the Company.\n\n     (b) The  obligations  of the  Company to use its best  efforts to cause the\nRegistrable  Securities to be registered under the Securities Act are subject to\nthe following limitations:\n\n          (i) The Company  shall be  entitled to postpone  for up to 120 days in\n     any twelve-month period the filing of any registration  statement otherwise\n     required to be prepared and filed by it pursuant to  subsection  (a) if, at\n     the  time  it  receives  a  request  for  such  registration,  the  Company\n     determines,  in its reasonable  judgment,  that such  registration and sale\n     would  materially  interfere  with any  financing,  acquisition,  corporate\n     reorganization or other material  transaction  involving the Company or any\n     of its  subsidiaries  and promptly gives the Holders written notice of such\n     determination.   If  the  Company   shall  so  postpone  the  filing  of  a\n     registration  statement,  the  requesting  party or parties  shall have the\n     right to withdraw the request for  registration by giving written notice to\n     the  Company  within  30  calendar  days  after  receipt  of the  notice of\n     postponement (and, in the event of such withdrawal,  such request shall not\n     be  counted  for  purposes  of  determining  the  number  of  requests  for\n     registration to which the Holders are entitled pursuant to subsection (a)).\n\n          (ii) A registration statement with respect to a registration requested\n     pursuant to subsection  (a) that has not become  effective  within 120 days\n     following  any  such  request  shall  not be  counted  for the  purpose  of\n     determining  the number of requests for  registration  to which the Holders\n     are entitled pursuant to  subsection (a)  unless agreed to by the Purchaser\n     and  by  the  Majority  Holders  or  more  of  the  Registrable  Securities\n     outstanding.  Notwithstanding the foregoing, in the event that such failure\n     to become  effective is the result of action or inaction on the part of the\n     Purchaser or the Majority  Holders,  such  registration  statement shall \n\n\n     be  counted  for  purposes  of  determining  the  number  of  requests  for\n     registration under subsection (a).\n\n          (iii)  The  Company  shall  pay the  costs  of one  such  registration\n     statement filed pursuant to subsection (a),  including  without  limitation\n     all  registration  and filing fees,  fees and expenses of  compliance  with\n     securities  or Blue Sky laws  (including  counsel's  fees and  expenses  in\n     connection therewith),  printing expenses, messenger and delivery expenses,\n     internal expenses of the Company  (including all salary and expenses of its\n     officers and employees  performing legal or accounting  services),  listing\n     fees  and  expenses,  and  fees  and  expenses  of the  Company's  counsel,\n     independent  accountants  and other  persons  retained  or  employed by the\n     Company in connection with such registration  statement  (provided that the\n     selling Holders shall pay all underwriters discounts, commissions and fees,\n     the fees and  expenses  of counsel to the  Holders  and all other costs and\n     expenses incurred by such Holders).\n\n     (c)  Priority  in  Requested  Registrations.  If a  requested  registration\ninvolves an underwritten offering, and the managing underwriter shall advise the\nCompany  in  writing  (with a copy  to each  holder  of  Registrable  Securities\nrequesting  registration)  that,  in  its  opinion,  the  number  of  securities\nrequested  to be  included in such  registration  (including  securities  of the\nCompany which are not  Registrable  Securities)  exceeds the number which can be\nsold in such  offering  within a price  range  acceptable  to the  holders  of a\nmajority  of  the  Registrable  Securities  requested  to be  included  in  such\nregistration,  the Company will include in such  registration,  to the extent of\nthe number  which the  Company is so advised can be sold in such  offering,  (i)\nfirst,  Registrable  Securities requested to be included in such registration by\nthe holder or  holders of  Registrable  Securities,  pro rata among the  holders\nthereof such holders  requesting such registration on the basis of the number of\nsuch  securities  requested  to be  included by such  holders  and (ii)  second,\nsecurities  the  Company  proposes to sell and other  securities  of the Company\nincluded in such registration by the holders thereof.\n\n     (d) Upon any such registration  statement becoming  effective,  the Company\nshall use its best  efforts to keep such  registration  statement  current for a\nperiod of six (6) months or such lesser  period as the parties may agree (but in\nno event beyond the completion of the distribution or  distributions  being made\npursuant  thereto).  The Company shall make such filings,  and will use its best\nefforts to cause such filings to become effective,  so that the securities being\nregistered  shall be registered  or qualified  for sale under the  securities or\nBlue Sky laws of such  jurisdictions as shall be reasonably  appropriate for the\ndistribution of the securities covered by the registration statement;  provided,\nhowever,  that the  Company  shall not be  required  to  register as a broker or\ndealer in any jurisdiction where it is not presently so registered or to qualify\nas a foreign  corporation to do business under the laws of any  jurisdiction  in\nwhich it is not then  qualified  or to file any  general  consent  to service of\nprocess.  The Company will furnish to the selling Holders such numbers of copies\nof a prospectus,  including a  preliminary  prospectus,  in conformity  with the\nrequirements  of the  Securities  Act and such other  related  documents  as the\nselling  Holders  may  reasonably  request  in order to  effect  the sale of the\nsecurities  to be offered  and sold by the selling  Holders,  but only while the\nCompany is required to cause the registration statement to remain current.\n\n\n     (e) To effect  any such  registration,  and if  requested  by the  Majority\nHolders, the Company and the selling Holders shall enter into with an investment\nbanking firm,  selected by the Majority  Holders and reasonably  satisfactory to\nthe Company, an underwriting agreement containing customary  representations and\nwarranties  and  provisions   relating  to   indemnification   and  contribution\n(including  appropriate  indemnification  and  contribution  between the selling\nHolders as selling stockholders and the Company and other customary provisions).\n\n     (f) Except as may  otherwise  be  provided  in any  underwriting  agreement\nentered  into by the Company  and the  Holders,  in the event of any  registered\noffering of shares of Common  Stock  pursuant to this  Agreement in which any of\nthe  Holder's  shares of Common  Stock are sold,  and as the sole and  exclusive\nremedy of the Holders:\n\n          (i) The  Company  will  indemnify  and hold  harmless,  to the fullest\n     extent permitted by law, the Holders and each person,  if any, who controls\n     each Holder within the meaning of the Securities  Act, from and against any\n     and all losses, damages, claims,  liabilities,  joint or several, costs and\n     expenses  (including any amounts paid in any  settlement  effected with the\n     Company's  consent) to which the Holders or any such controlling person may\n     become subject under the Securities Act, state securities or blue sky laws,\n     common  law  or  otherwise,   insofar  as  such  losses,  damages,  claims,\n     liabilities  (or  actions  or  proceedings  in respect  thereof),  costs or\n     expenses arise out of or are based upon (x) any untrue statement or alleged\n     untrue  statement  of any  material  fact  contained  in  the  registration\n     statement or included  prospectus,  as amended or supplemented,  or (y) the\n     omission or alleged  omission to state  therein a material fact required to\n     be stated therein or necessary to make the statements  therein, in light of\n     the  circumstances in which they are made, not misleading,  and the Company\n     will reimburse the Holders and each such controlling  person of the Holders\n     promptly  upon  demand  for any  reasonable  legal  or any  other  expenses\n     incurred by them in connection with  investigating,  preparing to defend or\n     defending against or appearing as a third-party  witness in connection with\n     such  loss,  claim,  damage,  liability,  action or  proceeding;  provided,\n     however, that the Company will not be liable to any Holder in any such case\n     to the extent that any such loss, damage, liability, cost or expense arises\n     out of or is based upon an untrue  statement or alleged untrue statement or\n     omission  or  alleged  omission  so made  in  conformity  with  information\n     furnished   by  such  Holder  or  such   controlling   persons  in  writing\n     specifically  for use in the  preparation  thereof.  Such  indemnity  shall\n     remain in full force and effect regardless of any investigation  made by or\n     on behalf of any  Holder or any  controlling  person of the  Investor,  and\n     shall survive the transfer of such securities by the Investor.\n\n          (ii) Each  Holder will  indemnify  and hold  harmless,  to the fullest\n     extent permitted by law, the Company and each person,  if any, who controls\n     the  Company  from  and  against  any  and  all  losses,  damages,  claims,\n     liabilities,  joint or several,  costs or expenses  (including  any amounts\n     paid in any settlement with such Holder's  consent) to which the Company or\n     any such  controlling  person may become subject under the Securities  Act,\n     state securities or blue sky laws, common law or otherwise, insofar as such\n     losses, damages, claims,  liabilities (or \n\n\n     actions or proceedings in respect thereof),  costs or expenses arise out of\n     or are based upon any untrue or alleged  untrue  statement  of any material\n     fact contained in the  registration  statement or included  prospectus,  as\n     amended or supplemented,  or arise out of or are based upon the omission or\n     the alleged omission to state therein a material fact required to be stated\n     therein  or  necessary  to make  the  statements  therein,  in light of the\n     circumstances in which they were made, not misleading,  in each case to the\n     extent,  but only to the  extent,  that such  untrue  statement  or alleged\n     untrue  statement  or  omission or alleged  omission  was so made in strict\n     conformity with written  information  furnished by such Holder specifically\n     for use in the  preparation  thereof  and such Holder  will  reimburse  the\n     Company  and each such  controlling  person of the  Company  promptly  upon\n     demand for any reasonable  legal or any other expenses  incurred by them in\n     connection with investigating,  preparing to defend or defending against or\n     appearing as a  third-party  witness in connection  with such loss,  claim,\n     damage,  liability,  action or proceeding.  Such indemnity  shall remain in\n     full force and effect regardless of any investigation  made by or on behalf\n     of the Company or any controlling person of the Company,  and shall survive\n     the transfer of such securities by the Holder. Each Holder, by allowing its\n     shares of Common Stock or Warrant Shares to be included in the registration\n     statement, agrees to the terms of this Exhibit B.\n\n          (iii) Promptly  after receipt by an indemnified  party pursuant to the\n     provisions of subsection  (f)(i) or (ii) of this Exhibit B of notice of the\n     commencement  of any action  involving the subject  matter of the foregoing\n     indemnity provisions, such indemnified party will, if a claim thereof is to\n     be made against the  indemnifying  party pursuant to the provisions of said\n     subsection  (f)(i) or (ii),  promptly notify the indemnifying  party of the\n     commencement  thereof;  but the omission to notify the  indemnifying  party\n     will not relieve it from any liability which it may have to any indemnified\n     party otherwise  hereunder,  except to the extent of actual  prejudice.  In\n     case such action is brought against any  indemnified  party and it notifies\n     the indemnifying party of the commencement  thereof, the indemnifying party\n     shall have the right to  participate  in,  and,  to the extent  that it may\n     wish,  jointly with any other  indemnifying  party similarly  notified,  to\n     assume the defense  thereof with counsel  reasonably  satisfactory  to such\n     indemnified  party;  provided,  however,  if the  defendants  in any action\n     include both the indemnified party and the indemnifying  party and there is\n     a conflict of interest  which would  prevent  counsel for the  indemnifying\n     party from also  representing the indemnified  party, the indemnified party\n     or  parties  shall  have the  right  to  select  one  separate  counsel  to\n     participate  in the  defense of such  action on behalf of such  indemnified\n     party  or  parties.  After  notice  from  the  indemnifying  party  to such\n     indemnified  party of its  election so to assume the defense  thereof,  the\n     indemnifying party will not be liable to such indemnified party pursuant to\n     the  provisions  of said  subsection  (f)(i) or (ii) for any legal or other\n     expense subsequently  incurred by such indemnified party in connection with\n     the defense thereof other than reasonable  costs of  investigation,  unless\n     (x) the  indemnified  party shall have employed  counsel in accordance with\n     the proviso of the preceding sentence, (y) the indemnifying party shall not\n     have employed counsel  \n\n\n     reasonably   satisfactory  to  the  indemnified   party  to  represent  the\n     indemnified  party  within  a  reasonable  time  after  the  notice  of the\n     commencement of the action, or (z) the indemnifying party agrees in writing\n     to bear such expenses.  No indemnifying  party will consent to entry of any\n     judgment  or enter  into  any  settlement  which  does  not  include  as an\n     unconditional  term thereof the giving by the claimant or plaintiff to such\n     indemnified  party of a release from all liability in respect to such claim\n     or litigation.\n\n          (iv) If recovery is not available under the foregoing  indemnification\n     provisions,  for any reason  other than as specified  therein,  the parties\n     entitled  to  indemnification  by the terms  thereof  shall be  entitled to\n     contribution  to  liabilities  and  expenses,  except  to the  extent  that\n     contribution is not permitted under Section 11(f) of the Securities Act. In\n     determining the amount of contribution to which the respective  parties are\n     entitled,  there shall be considered  the parties'  relative  knowledge and\n     access to information concerning the matter with respect to which the claim\n     was  asserted,  the  opportunity  to correct and prevent any  statement  or\n     omission,  and any other  equitable  considerations  appropriate  under the\n     circumstances.\n\n     (g) If, at any time after December 31, 2003, the Company shall determine to\nregister  any of its equity  securities  either  for its own  account or for the\naccount  of a security  holder or holders  exercising  their  respective  demand\nregistration  rights,  other than a  registration  relating  solely to  employee\nbenefit plans, a registration on Form S-4 or any successor or substitute form or\na  registration  relating  solely to a  Commission  Rule 145  transaction,  or a\nregistration on any  registration  form which does not permit secondary sales or\ndoes not include  substantially  the same information as would be required to be\nincluded  in  a  registration   statement   covering  the  sale  of  Registrable\nSecurities,  the Company will (i) promptly give to each of the Holders a written\nnotice  thereof  (which shall include a list of the  jurisdictions  in which the\nCompany intends to attempt to qualify such securities  under the applicable blue\nsky or other state securities  laws); and (ii) include in such registration (and\nany related  qualification under blue sky laws or other compliance),  and in any\nunderwriting  involved  therein,  all the Warrant Shares  specified in a written\nrequest or requests,  made by the Holders  within twenty (20) days after receipt\nof the written notice from the Company described in clause (i) above,  except as\nset forth in paragraph (h) below. Such written request may specify all or a part\nof the Holders' Warrant Shares.\n\n     (h)  If the  registration  of  which  the  Company  gives  notice  is for a\nregistered  public  offering  involving an  underwriting,  the Company  shall so\nadvise  each of the Holders as a part of the written  notice  given  pursuant to\nparagraph (g). In such event,  the right of each of the Holders to  registration\npursuant to paragraph (g) shall be conditioned upon such Holders'  participation\nin such  underwriting  and the inclusion of such Holders'  Warrant Shares in the\nunderwriting to the extent provided  herein.  The Holders whose shares are to be\nincluded in such  registration  shall  (together  with the Company and the other\nstockholders distributing their securities through such underwriting (the \"Other\nStockholders\")) enter into an underwriting  agreement in customary form with the\nrepresentative  of the underwriter or underwriters  selected for underwriting by\nthe Company.  Notwithstanding  any other  provision  of  paragraph  (g) and this\nparagraph (h), if the representative determines that marketing factors require a\nlimitation on \n\n\nthe number of shares to be underwritten,  the representative may (subject to the\nallocation  priority set forth  below) limit the number of Warrant  Shares to be\nincluded in the registration and  underwriting.  The Company shall so advise all\nholders  of  securities  requesting  registration,  and the  number of shares of\nsecurities that are entitled to be included in the registration and underwriting\nshall be allocated in the  following  manner:  The  securities to be sold by the\nCompany and securities  held by persons who by contractual  right  initiated the\ndemand  for such  registration  (\"Demanding  Holders\")  shall not be  subject to\nreduction. The securities of the Company held by Holders, and Other Stockholders\nof the Company  (other  than  securities  held by  Demanding  Holders)  shall be\nreduced,  on a pro rata basis (based on the number of shares proposed to be sold\nby such Holders and other stockholders),  by such minimum number of shares as is\nnecessary  to comply with such  limitation.  If any of the Holders or  Demanding\nHolders or any officer,  director or Other Stockholder  disapproves of the terms\nof any such underwriting, such holder may elect to withdraw therefrom by written\nnotice  to the  Company  and  the  underwriter.  Any  Warrant  Shares  or  other\nsecurities  excluded or withdrawn from such underwriting shall be withdrawn from\nsuch registration.<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8048],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9560,9572],"class_list":["post-41361","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-level-3-communications-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-finance","corporate_contracts_types-finance__warrant"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41361","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41361"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41361"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41361"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41361"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}