AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT dated as of September 8, 1999 to the Agreement and Plan of
Merger dated as of July 18, 1999 (the "Merger Agreement") between QWEST
COMMUNICATIONS INTERNATIONAL INC., a Delaware corporation ("Qwest"), and U S
WEST, Inc., a Delaware corporation ("U S WEST").
W I T N E S S E T H
WHEREAS, the parties hereto desire to amend the Merger Agreement in
certain respects;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Merger Agreement
has the meaning assigned to such term in the Merger Agreement. Each reference to
"hereof," "hereunder," "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Merger Agreement shall, after this Amendment becomes effective,
refer to the Merger Agreement as amended hereby.
SECTION 2. Certificate of Incorporation of the Surviving Corporation.
Section 2.08 of the Merger Agreement is hereby amended by deleting the word
"and" at the end of clause (i) thereof, replacing the period at the end of
clause (ii) thereof with a semicolon followed by the word "and" and adding the
following new clause (iii) at the end thereof:
the number of authorized shares of Qwest Common Stock will be
5,000,000,000.
SECTION 3. Qwest's Equity Incentive Plan. Article 6 of the Merger
Agreement is hereby amended by adding the following new Section 6.21:
Qwest and U S WEST hereby agree that Qwest may increase the number of
shares of Qwest Common Stock eligible for award under the Qwest Equity
Incentive Plan from and after the Effective
Time to an amount equal to the lessor of (1) 200 million and (2) 10% of
the total number of shares of Qwest Common Stock outstanding as of the
close of business on the date on which the Effective Time occurs, in
each case reduced by the number of shares of Qwest Common Stock
issuable upon the exercise of U S WEST Rights and Qwest options (other
than Qwest options awarded under the Qwest Equity Incentive Plan)
outstanding as of the close of business on the date on which the
Effective Time occurs.
SECTION 4. Governing Law. This Amendment shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware
applicable to contracts executed in and to be performed entirely within that
State, without regard to the conflicts of laws provisions thereof.
SECTION 5. Counterparts. This Amendment may be executed in one or more
counterparts, and by the different parties in separate counterparts, each of
which when executed shall be deemed to be an original, but all of which shall
constitute one and the same agreement.
SECTION 6. Effectiveness. This Amendment shall become effective upon
execution by each of the parties hereto of a counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
QWEST COMMUNICATIONS
INTERNATIONAL INC.
By: /S/ DRAKE S. TEMPEST
-------------------------------------
Name: Drake S. Tempest
Title: Executive Vice President &
General Counsel
U S WEST, INC.
By: /S/ XXXX XXXXXXX
-------------------------------------
Name: Xxxx Xxxxxxx
Title: Executive Vice President, Public Policy,
Human Resources and Law, General Counsel
and Secretary
