Common use of Rights Agreements Clause in Contracts

Rights Agreements. (a) Prior to the Separation Time, New U S WEST shall enter into a Rights Agreement (the "NEW U S WEST RIGHTS AGREEMENT") on terms specified by U S WEST pursuant to which one Preferred Stock Purchase Right of New U S WEST (a "NEW U S WEST RIGHT") will be attached to each share of New U S WEST Common Stock issued to U S WEST pursuant to Section 4.1. All references in this Agreement to New U S WEST Common Stock shall be deemed to include such New U S WEST Rights. (b) Prior to the Separation Time, the Amended and Restated Rights Agreement, dated as of October 31, 1995 (the "U S WEST RIGHTS AGREEMENT"), between U S WEST and State Street Bank and Trust Company, as rights agent, shall be amended to provide (i) that the U S WEST Communications Group Rights (as defined in the U S WEST Rights Agreement) (the "COMMUNICATIONS RIGHTS") and the U S WEST Media Group Rights (as defined in the U S WEST Rights Agreement) (the "MEDIA RIGHTS") shall not become exercisable, distributed or unredeemable as a result of the consummation of the Separation; (ii) that the Communications Rights will expire at the Separation Time; and (iii) for certain amendments to the terms of the Media Rights.

Rights Agreements. (a) Prior to the Separation Time, New U S WEST shall enter into a Rights Agreement (the "NEW New U S WEST RIGHTS AGREEMENTRights Agreement") on terms specified by U S WEST pursuant to which one Preferred Stock Purchase Right of New U S WEST (a "NEW New U S WEST RIGHTRight") will be attached to each share of New U S WEST Common Stock issued to U S WEST pursuant to Section 4.1. All references in this Agreement to New U S WEST Common Stock shall be deemed to include such New U S WEST Rights. (b) Prior to the Separation Time, the Amended and Restated Rights Agreement, dated as of October 31, 1995 (the "U S WEST RIGHTS AGREEMENTRights Agreement"), between U S WEST and State Street Bank and Trust Company, as rights agent, shall be amended to provide (i) that the U S WEST Communications Group Rights (as defined in the U S WEST Rights Agreement) (the "COMMUNICATIONS RIGHTSCommunications Rights") and the U S WEST Media Group Rights (as defined in the U S WEST Rights Agreement) (the "MEDIA RIGHTSMedia Rights") shall not become exercisable, distributed or unredeemable as a result of the consummation of the Separation; (ii) that the Communications Rights will expire at the Separation Time; and (iii) for certain amendments to the terms of the Media Rights.