<PAGE> 1
EXHIBIT 4.10
FORM OF SERIES 1997A CONVERTIBLE DEBENTURE
PETER KIEWIT SONS', INC.
A DELAWARE CORPORATION
Registered Debenture No. $
8.028% Convertible Debenture Due: October 31, 2010
PETER KIEWIT SONS', INC., a corporation organized and existing under the
laws of the State of Delaware, and having its principal place of business in the
City of Omaha, Nebraska (hereinafter called the "Corporation"), for the value
received, hereby promises to pay to or registered assigns
(hereinafter called the "Debentureholder") on October 31, 2010, the principal
sum of ($ ) Dollars.
This debenture is one of the 1997A series of registered convertible
debentures of the Corporation, due October 31, 2010 unless previously redeemed
or converted, limited to the aggregate principal amount of and No/100
($ ) Dollars, all issued or to be issued pursuant to an indenture,
dated as of July 1, 1986, executed and delivered by Peter Kiewit Sons', Inc.
(now Level 3 Communications, Inc.) ("PKS") and FirstTier Bank, N.A. Omaha, as
trustee, as amended pursuant to a First Supplemental Indenture between the
Corporation, PKS and U.S. Bank National Association (hereinafter referred to as
"Trustee"), as successor trustee dated as of March 31, 1998. Reference is hereby
made to the indenture, and all indentures supplemental thereto, for a
description of the rights, limitations, obligations and immunities of the
Corporation, the holders of the debentures and the Trustee.
(1) TYPE OF PAYMENT: Payment of interest and principal shall be in
any coin or currency of the United States of America which at the time of
payment shall be legal tender for the payment of public or private debts.
(2) INTEREST: Except as hereinafter provided, the Corporation
promises to pay to the registered holder hereof or his registered assigns,
interest on the principal sum of this debenture, at the rate of eight and
twenty eight thousandths percent (8.028%) per annum until the Corporation's
obligation with respect to the payment of the principal amount shall have
been discharged. Interest shall accrue upon this debenture from the most
recent date to which interest has been paid, or if no interest has been
paid, from the date of original issuance. In the event of conversion as
provided in paragraph (7) hereof, interest shall cease accruing on the
principal amount of the debenture on June 30, 2002. Interest on this
debenture shall be paid annually on each November 1st, commencing November
1, 2000.
(3) PLACE OF PAYMENT: The principal and interest on this debenture
shall be payable at the office of the Corporation in Omaha, Nebraska.
(4) DEFAULT: This debenture shall be deemed to be in default whenever
the principal sum and/or interest becomes payable and remains unpaid for a
period of sixty (60) days.
(5) REDEMPTION: This debenture is subject to redemption at any time
prior to the date of maturity at its principal amount plus all unpaid
interest to the date of redemption; provided, however, that the entire
series is redeemed. This debenture may not be redeemed during the
thirty-one (31) day conversion period provided for in paragraph (7) hereof.
Redemption shall be preceded by notice thereof, given to the registered
holder by registered mail no later than ten (10) days preceding the date of
redemption.
(6) TRANSFER: The debenture may be transferred by the registered
holder at the principal office of the Corporation in Omaha, Nebraska on
registry books kept for such purpose at such office, upon surrender and
cancellation of this debenture, and the payment of applicable charges. The
Corporation and the Trustee may treat the registered holder of this
debenture as the absolute owner for all purposes.
<PAGE> 2
(7) CONVERSION:
(a) This debenture is convertible into the $0.01 par value common
stock ("Common Stock") of the Corporation on the following basis: the
debenture is not convertible, in whole or in part, for the period
commencing on the date of issuance and ending on September 30, 2002. During
the period commencing on October 1, 2002 and ending on October 31, 2002,
the registered holder may convert the entire principal amount of the
debenture plus a cash payment in the amount of multiplied by
the formula value of the Common Stock on the date of conversion, into
( ) shares of Common Stock of the Corporation.
During the period commencing on November 1, 2002 and ending on October 31,
2010, the date of maturity, the debenture is not convertible, in whole or
in part. The conversion privilege shall be deemed exercised by submission
of the debenture with a written request for conversion during the
applicable thirty-one (31) day period at the principal office of the
Corporation. The Corporation shall thereafter, within a sixty (60) day
period, issue the Common Stock into which the debenture shall have been
converted. As a condition precedent to the rights of conversion granted in
this paragraph, the Debentureholder agrees to execute the Corporation's
applicable Stock Repurchase Agreement. The debenture shall only be
convertible by the registered holder if the registered holder is otherwise
eligible to own shares of Common Stock of the Corporation as provided in
the Corporation's Restated Certificate of Incorporation.
(b) In case the Corporation shall change the stock issuable upon
conversion into the same or different number of new shares of the same or
of any other class or classes, the Debentureholder, upon conversion, shall
be entitled to receive, in lieu of the old stock which he would have been
entitled to receive but for such change, a number of shares of the new
stock equivalent to the number of shares of new stock that would have been
issued to him in exchange for such number of shares of old stock which he
would have been entitled to receive if the conversion privilege had been
exercisable and exercised immediately prior to such change.
(c) In case at any time or from time to time the Corporation shall
declare and pay on or in respect of the class of stock issuable upon
conversion, any dividend of shares of stock of any class or classes, the
Debentureholder, upon exercising the conversion privilege, after the date
of record of the holders of stock to whom such stock dividend is payable,
shall be entitled to receive the shares of stock theretofore issuable upon
conversion, together with the dividend stock which would have been issuable
if the conversion privilege had been exercisable and exercised immediately
prior to the record date.
(d) The Corporation covenants and agrees that in case it shall
consolidate or merge with, or shall sell its property as an entirety, or
substantially as an entirety to any other corporation, proper provision
will be made as part of the terms of such consolidation, merger or sale,
that the holder of any convertible debenture will thereafter be entitled to
convert it into the same kind and amount of securities and any other assets
as may be issuable or distributable by the terms of such consolidation,
merger or sale with respect to the number of shares of Common Stock into
which this debenture is convertible at the time of such consolidation,
merger or sale; provided, however, that the surviving corporation with
which the Corporation consolidates, merges or sells its property shall
succeed to all of the rights provided for in this debenture, including the
right of redemption.
(8) SUBORDINATION: In the payment of their claims, all creditors of
the Corporation shall rank equally with the holders of convertible
debentures. All claims of the convertible Debentureholders against earnings
or assets are hereby made superior to those of stockholders, and the
Corporation agrees that as long as any of its convertible debentures are
outstanding, it will not pay any dividends on its stock until all liability
for unpaid interest on its debentures has been paid. In the event of
dissolution or liquidation of the Corporation, the holders of all
debentures shall be entitled to be paid in full, both principal and
interest, before any assets of the Corporation are distributed to any
stockholder.
(9) OWNERSHIP: The Corporation may treat the registered owner of the
debenture as the absolute owner of this debenture.
2
<PAGE> 3
(10) LIQUIDATION OF LIABILITY: No recourse shall be had for the
payment of the principal or interest of this debenture, against any
incorporator, stockholder, officer, or director, past, present, or future,
of the Corporation, all such liability being expressly waived by the owner
of this debenture.
(11) VALIDATION: This debenture shall not be valid or become
obligatory for any purpose until the certificate of authentication thereon
shall have been signed by the Trustee.
IN WITNESS WHEREOF, Peter Kiewit Sons', Inc. has caused this debenture to
become signed and its corporate seal to be hereunto affixed by its officers duly
authorized thereunto, all as of the day of , 2000.
<TABLE>
<S> <C>
ATTEST: PETER KIEWIT SONS', INC.
----------------------------------------------------- By --------------------------------------------------
Assistant Secretary President
</TABLE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the debentures
described in the Trust Indenture, dated as of July 1, 1986, by and between Peter
Kiewit Sons', Inc. (now Level 3 Communications, Inc.) ("PKS") and FirstTier
Bank, N.A. Omaha, as trustee, as amended pursuant to a First Supplemental
Indenture between the Corporation, PKS and U.S. Bank National Association, as
successor trustee dated as of March 31, 1998.
<TABLE>
<S> <C>
Dated ----------------------------------------------- By --------------------------------------------------
Authorized Officer
</TABLE>
This Debenture and the transfer thereof are subject to restrictions which are
stated in an Agreement between the Debentureholder(s) whose name(s) appear(s)
hereon and PETER KIEWIT SONS', INC., dated November 1, 1997.
3
