AGREEMENT AND PLAN OF MERGER among CENTURYLINK, INC. WILDCAT MERGER SUB 1 LLC WWG MERGER SUB LLC and LEVEL 3 COMMUNICATIONS, INC. Dated as of October 31, 2016Agreement and Plan of Merger • November 3rd, 2016 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 31, 2016 (this “Agreement”), among CENTURYLINK, INC., a Louisiana corporation (“Parent”), WILDCAT MERGER SUB 1 LLC, a Delaware limited liability company and an indirect Wholly Owned Subsidiary of Parent (“Merger Sub 1”), WWG MERGER SUB LLC, a Delaware limited liability company and an indirect Wholly Owned Subsidiary of Parent (“Merger Sub 2”), and LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • November 3rd, 2016 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of October 31, 2016, is entered into by and between STT CROSSING LTD. (the “Stockholder”), CENTURYLINK, INC. (“Parent”) and, for purposes of Sections 5, 9 and 10 only, LEVEL 3 COMMUNICATIONS, INC. (the “Company”).
AMENDMENT NO. 3 TO THE RIGHTS AGREEMENTRights Agreement • November 3rd, 2016 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • Delaware
This Amendment No. 3 to the Rights Agreement (this “Amendment”), dated as of October 31, 2016, is made by and between Level 3 Communications, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as rights agent (the “Rights Agent”), and amends the Rights Agreement, dated as of April 10, 2011, as amended by Amendment No. 1 thereto, dated as of March 15, 2012, and Amendment No. 2 thereto, dated as of July 21, 2014, each by and between the Company and the Rights Agent (as so amended, the “Rights Agreement”). Capitalized terms used in this Amendment and not otherwise defined below shall have the meanings given them in the Rights Agreement.
