EXHIBIT 4.4
PETER KIEWIT SONS', INC.
a Delaware corporation
Registered Debenture No. __________ $_________________
7.81% Convertible Debenture Due: October 31, 2010
PETER KIEWIT SONS', INC., a corporation organized and
existing under the laws of the State of Delaware, and having its
principal place of business in the City of Omaha, Nebraska
(hereinafter called the "Corporation"), for the value
received, hereby promises to pay to _________________________ or
registered assigns (hereinafter called the "Debentureholder")
on October 31, 2010, the principal sum of
_____________________________________ ($_________________)
Dollars.
This debenture is one of a 2000 issue of registered
convertible debentures of the Corporation, due October 31, 2010
unless previously redeemed or converted, limited to the
aggregate principal amount of Five Million Three Hundred
Thousand and No/100 Dollars ($5,300,000.00), 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 owner hereof or
his registered assigns, interest on the principal sum as of
November 1, 2001 and each succeeding November 1, at the rate of
Seven and 81/100 (7.81%) percent 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 running
on the principal amount of the debenture on June 30, 2005.
Interest on this debenture shall be paid annually each November
1, commencing November 1, 2001.
(3) PLACE OF PAYMENT: The principal and interest on this
debenture shall be payable at the office of the Corporation at
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 owner of this debenture as the
absolute owner for all purposes.
(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, 2005. During
the period commencing on October 1, 2005 and ending on October
31, 2005, the Debentureholder may convert the 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, 2005 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 of the Corporation. 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 Debentureholder if the Debentureholder 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.
(10) LIMITATION 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
1st day of December, 2000.
ATTEST: PETER KIEWIT SONS', INC.
By: _________________________ By: _________________________
Assistant Secretary President
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.
Dated: ___________________ By: ________________________
Authorized Officer
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 December 1, 2000.
