{"id":43611,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/share-purchase-agreement-level-3-holdings-inc-and-david-c.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"share-purchase-agreement-level-3-holdings-inc-and-david-c","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/share-purchase-agreement-level-3-holdings-inc-and-david-c.html","title":{"rendered":"Share Purchase Agreement &#8211; Level 3 Holdings Inc. and David C. McCourt"},"content":{"rendered":"<pre>                            SHARE PURCHASE AGREEMENT\n\n     This Share Purchase  Agreement (the  \"Agreement\") is entered into as of the\n21st  day of  February,  2002,  between  Level  3  Holdings,  Inc.,  a  Delaware\ncorporation (\"Buyer\"), and David C. McCourt (\"Seller\").\n\n\n                                   BACKGROUND\n\n     Seller owns 84.21216 shares of Common Stock,  par value $.01 per share (the\n\"Shares\")  of Level 3 Telecom  Holdings,  Inc.,  which  Shares are  subject to a\nshareholder  agreement,  dated  as  of  June  10,  1993,  between  Seller  and a\npredecessor  to the  Buyer,  relative  to an  investment  in  C-TEC  Corporation\n(together with any amendments thereto, the \"Shareholder Agreement\");\n\n     Buyer  desires to purchase  the Shares from Seller,  and Seller  desires to\nsell the Shares to Buyer, upon the terms and subject to the conditions set forth\nherein.\n\n     Buyer and Seller further desire to terminate the Shareholder Agreement, and\nany obligations  related thereto, by either party, upon the terms and subject to\nthe conditions set forth herein.\n\n     NOW,  THEREFORE,  in consideration of the foregoing and the mutual promises\ncontained  herein and intending to be legally bound hereby,  the parties  hereto\nagree as follows:\n\n     1.   Purchase and Sale of Shares. Upon the basis of the representations and\n          warranties  herein  contained,  and the other terms of this Agreement,\n          Buyer agrees to purchase the Shares from Seller,  and Seller agrees to\n          sell, transfer, assign and deliver the Shares to Buyer, free and clear\n          of any liens security interests,  encumbrances,  claims,  liabilities,\n          restrictions and third party right  (\"Liens\").  The purchase price for\n          the Shares shall be $15,000,000 (\"Purchase Price\"). The closing of the\n          purchase  and sale of the Shares (the  \"Closing\")  shall take place on\n          February 22, 2002, (or on such other date as the parties may otherwise\n          agree) at such location as the parties shall agree. At the Closing (i)\n          Seller  shall  deliver  to Buyer a  certificate  for the  Shares  duly\n          endorsed or accompanied  by stock powers duly endorsed in blank,  with\n          any required  transfer tax stamps affixed thereto and (ii) Buyer shall\n          deliver to Seller the Purchase Price in immediately available funds by\n          wire  transfer  to an  account  of Seller  with a bank  designated  by\n          Seller,  by notice to Buyer, not later than two business days prior to\n          the date of the Closing (or if not so designated, then by certified or\n          official  bank check  payable in  immediately  available  funds to the\n          order of Seller in such amount).\n\n\n\n     2.   Shareholders  Agreement. As further consideration for the transactions\n          contemplated in this Agreement, the Shareholder Agreement, and any and\n          all obligations related thereto, by either Seller or Buyer, are hereby\n          cancelled and  terminated  in all respects and are deemed null,  void,\n          and of no effect whatsoever.\n\n     3.   Release. As further consideration for the transaction  contemplated in\n          this Agreement, each of the parties hereby releases,  relieves, waives\n          and forever  discharges the other party and its subsidiaries,  parent,\n          and affiliated companies and their respective shareholders,  officers,\n          directors,  employees, agents, successors and assigns from any and all\n          claims, demands, actions, damages,  liabilities, and causes of action,\n          whether known or unknown, which such party may have had, may presently\n          have,  or in the  future may have or choose to have that  directly  or\n          indirectly  relate to or arise  out of the  Shareholder  Agreement  or\n          relate to or arise out of  Seller's  investment  or  ownership  in the\n          Shares.\n\n     4.   Representations and Warranties of Seller. Seller hereby represents and\n          warrants to Buyer as follows:\n\n          (a)  Seller has full power,  capacity and right to execute and deliver\n               this Agreement and to perform his obligations hereunder.\n\n          (b)  This Agreement has been duly executed and delivered by Seller and\n               constitutes the valid and binding agreement of Seller enforceable\n               against  Seller  in  accordance  with its  terms,  except as such\n               enforceability   may  be  limited  by   bankruptcy,   insolvency,\n               reorganization,  moratorium  and other  similar laws  relating to\n               creditors rights or general principles of equity.\n\n          (c)  Seller is the record and beneficial  owner of the Shares free and\n               clear of any Liens.  At the  Closing,  Seller will  transfer  and\n               deliver  to Buyer  good and valid  title to the  Shares  free and\n               clear of any Lien.\n\n          (d)  No approval, authorization,  consent or filing is required by the\n               Seller in connection with the execution, delivery and performance\n               of this Agreement by Seller,  except as may be required under the\n               Securities Exchange Act of 1934.\n\n          (e)  The  execution,  delivery and  performance  of this  Agreement by\n               Seller  does  not   contravene  or  conflict  with  any  material\n               agreement,  contract  or  other  instrument,  or any  law,  rule,\n               regulation,  order or decree,  binding upon or  applicable to the\n               Seller.\n\n\n\n      5.   Representations  and Warranties of Buyer. Buyer hereby represents\n           and warrants to Seller as follows:\n\n          (a)  Buyer has full power,  capacity,  authority  and right to execute\n               and  deliver  this  Agreement  and  to  perform  its  obligations\n               hereunder.\n\n          (b)  This Agreement has been duly  authorized by all necessary  action\n               and  constitutes  the  valid  and  binding   agreement  of  Buyer\n               enforceable against Buyer in accordance with its terms, except as\n               such  enforceability  may be limited by  bankruptcy,  insolvency,\n               reorganization,  moratorium  and other  similar laws  relating to\n               creditors rights or by general principles of equity.\n\n          (c)  No  approval,  authorization,  consent or filing is  required  in\n               connection  with the execution,  delivery and performance of this\n               Agreement  by  Buyer,   except  as  may  be  required  under  the\n               Securities Exchange Act of 1934, as amended.\n\n          (d)  The  execution,  delivery and  performance  of this  Agreement by\n               Buyer  does not  contravene  or  conflict  with the  articles  of\n               incorporation or bylaws of Buyer or with any material  agreement,\n               contract or other instrument, or any law, rule, regulation, order\n               or decree, binding upon or applicable to Buyer.\n\n      6.   Miscellaneous.\n\n          (a)  The parties  agree to cooperate  with each other in executing and\n               delivering all further documents necessary to effect the purchase\n               and sale of the Shares,  and both parties agree to cooperate with\n               the other  for  purposes  of  effecting  the other  terms of this\n               Agreement.\n\n          (b)  All representations,  warranties,  covenants,  and obligations in\n               this Agreement will survive the Closing.\n\n          (c)  Any provision of this Agreement may be amended or waived, if, but\n               only if, such  amendment or waiver is in writing and is signed by\n               both parties hereto.\n\n          (d)  This Agreement  shall be binding upon and inure to the benefit of\n               each of the parties and their respective  heirs,  administrators,\n               successors, assigns and legal representatives.\n\n          (e)  This Agreement shall be construed in accordance with and governed\n               by the  laws of the  State of New  York,  without  regard  to the\n               conflicts of law rules of such state (other than Section 5-104 of\n               the General \n\n\n               \n               Obligations Law of the State of New York).\n                                                               \n          (f)  The  parties  agree  that the  terms of this  Agreement,  and the\n               discussion  relating  to this  Agreement,  are and  shall  remain\n               confidential  as between  the  parties,  unless and to the extent\n               disclosure  is required by law, or to secure  advice from a legal\n               or tax advisor.\n\n          (g)  This  Agreement  contains  the entire  agreement  of the  parties\n               hereto with  respect to the  purchase of the Shares and the other\n               transactions   contemplated  herein,  and  supersedes  all  prior\n               understandings  and agreements of the parties with respect to the\n               subject matters hereof.\n\n          (h)  This  Agreement  may be  executed in  counterparts  each of which\n               shall be an original  with the same  effect as if the  signatures\n               thereto and hereto were upon the same instrument. No provision of\n               this  Agreement  is intended to confer upon any Person other than\n               the parties hereto any rights or remedies hereunder.\n\n          (i)  If any term, provision, covenant or restriction of this Agreement\n               is held by a court of competent  jurisdiction  or other authority\n               to be invalid, void or unenforceable, the remainder of the terms,\n               provisions,  covenants and  restrictions  of this Agreement shall\n               remain in full force and effect and shall in no way be  affected,\n               impaired  or  invalidated  so  long  as  the  economic  or  legal\n               substance of the transactions contemplated hereby is not affected\n               in any  manner  materially  adverse  to any  party.  Upon  such a\n               determination,  the  parties  shall  negotiate  in good  faith to\n               modify this Agreement so as to effect the original  intent of the\n               parties as closely as possible in an  acceptable  manner in order\n               that the  transactions  contemplated  hereby  be  consummated  as\n               originally contemplated to the fullest extent possible.\n\n          (j)  All notices, requests, consents and other communications required\n               or  permitted  hereunder  shall be in  writing  and shall be hand\n               delivered or mailed  postage  prepaid by  registered or certified\n               mail or transmitted  by facsimile  transmission  (with  immediate\n               telephonic confirmation thereafter),\n\n                           (1)     If to the Seller, to:\n\n                                   David C. McCourt\n                                   c\/o RCN Corporation\n                                   105 Carnegie Center\n                                   Princeton, NY 08540-6215\n                                   Facsimile No.: (609) 919-8632\n\n                                                         \n                           with a copy to:\n\n                                 Skadden, Arps, Slate, Meagher &amp; Flom LLP\n                                 Four Times Square\n                                 New York, NY 10036-6522\n                                 Attention: Matthew A. Rosen and Howard L. Ellin\n                                 Facsimile No.: (212) 735-2000\n\n                  or       (2)  If to the Buyer, to:\n\n                                 Level 3 Holdings, Inc.\n                                 1025 Eldorado Boulevard\n                                 Broomfield, CO  80021\n                                 Attention:  General Counsel\n                                 Facsimile No. (720) 888-5127\n\n                           with a copy to:\n\n                                 Level 3 Communications, Inc.\n                                 1025 Eldorado Boulevard\n                                 Broomfield, CO 80021\n                                 Attention: General Counsel\n                                 Facsimile No. (720) 888-5127\n\n     Or at such other address as the Buyer or Seller each may specify by written\nnotice  to the  others,  and  each  such  notice,  request,  consent  and  other\ncommunication  shall for all  purposes  of the  Agreement  be  treated  as being\neffective  or having been given when  delivered if  delivered  personally,  upon\nreceipt of facsimile  confirmation  if transmitted by facsimile,  or, if sent by\nmail,  at the  earlier  of its  receipt  of 72  hours  after  the  same has been\ndeposited in a regularly maintained  receptacle for the deposit of United States\nmail, addressed and postage prepaid as aforesaid.\n\n\n     IN WITNESS  WHEREOF,  each of the undersigned has duly executed,  or caused\nits authorized officer to duly execute,  this Agreement as of the date first set\nforth above.\n\n\n                                           DAVID C. McCOURT\n\n                                           \/s\/ David C. McCourt               \n\n                                           Level 3 Holdings, Inc.\n \n\n                                           By:      \/s\/ Thomas C. Stortz      \n                                           Name:  Thomas C. Stortz\n                                           Title:  Vice President\n\n\n<\/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":[9622,9627],"class_list":["post-43611","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-level-3-communications-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43611","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=43611"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43611"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43611"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43611"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}