EXHIBIT E
FIRST AMENDMENT TO TRUST AGREEMENT
This FIRST AMENDMENT TO TRUST AGREEMENT (this "AMENDMENT"), dated as of
March 17, 1999, is made by and among TrENDS HOLDINGS I L.L.C., a Delaware
limited liability company ("TRENDS HOLDINGS"), BANKERS TRUST (DELAWARE), a
Delaware bank and trust company (the "DELAWARE TRUSTEE"), and BANKERS TRUST
COMPANY, a New York banking corporation (the "REGULAR TRUSTEE"). Capitalized
terms used herein but not defined herein have the meanings ascribed to them in
the TrENDS Trust Agreement (as defined herein).
PRELIMINARY STATEMENTS
A. The Regular Trustee, the Delaware Trustee and TrENDS Holdings have
previously established the Qwest TrENDS Trust (the "TRUST") as a business trust
under the Delaware Business Trust Act pursuant to a Declaration of Trust dated
as of December 3, 1998 (the "ORIGINAL DECLARATION") and the Regular Trustee and
Delaware Trustee have filed a Certificate of Trust with the Secretary of State
of the State of Delaware on December 3, 1998, for the creation of the Trust.
B. The Original Declaration was amended and restated in its entirety by
the Trust Agreement, dated as of December 11, 1998 (the "TrENDS TRUST
AGREEMENT"), by and among TrENDS Holdings, as depositor, the Delaware Trustee,
as Delaware trustee, and the Regular Trustee, as regular trustee.
C. Section 5.4 of the TrENDS Trust Agreement provides that the TrENDS
Registrar shall refuse to register any transfer of TrENDS unless it receives a
certificate of a TrENDS Holder desiring to effect such transfer substantially in
the form of Exhibit C of the TrENDS Trust Agreement.
D. TrENDS Holdings, the Regular Trustee and the Delaware Trustee desire
that (i) the TrENDS Trust Agreement be amended hereby to remove the requirement
that a TrENDS Holder desiring to effect a transfer of a TrENDS deliver a
certificate in the form of Exhibit C of the TrENDS Trust Agreement and (ii) the
Trust continue on the terms set forth in the TrENDS Trust Agreement, as so
amended.
NOW THEREFORE, in consideration of the mutual terms, conditions and
other agreements set forth herein, and in accordance with the provisions of
Section 10.1(a) of the TrENDS Trust Agreement, TrENDS Holdings, the Regular
Trustee and the Delaware Trustee hereby agree as follows:
1. The TrENDS Trust Agreement is hereby amended as follows:
(a) Section 5.4 shall be amended as follows:
(i) by deleting the words "a certificate of a TrENDS
Holder desiring to effect such transfer substantially in the
form of EXHIBIT C and" appearing in clause (i) of the first
sentence of the second paragraph thereof; and
(ii) by changing the fourth sentence of the second
paragraph thereof to read "If the Transfer Agent receives the
certificate described in (i) of this paragraph and has no
actual knowledge that such certificate is inaccurate, the
Transfer Agent will be deemed to have complied with its
obligations regarding the Investment Company Act."
(b) Exhibit A shall be amended as follows:
(i) by replacing the words "CERTIFICATE OF TRANSFER"
in the second sentence of the first paragraph of the first
page thereof with the words "TRANSFEREE CERTIFICATE"; and
(ii) by replacing the words "a Transferor Certificate
and a Transferee Certificate, each in the form attached
hereto" in the first sentence of the first full paragraph of
the third page thereof with the words "a Transferee
Certificate in the form attached hereto".
(c) Exhibit C shall be amended by deleting such Exhibit in its
entirety.
(d) The Table of Contents shall be amended by deleting the
words "Exhibit C Transferor Certificate" on page iv thereof.
2. In accordance with the provisions of Sections 5.2 and 10.1 (a)(iii)
of the TrENDS Trust Agreement, the Regular Trustee hereby acknowledges its
determination that the amendments to the TrENDS Trust Agreement effected by this
Amendment do not materially adversely affect the interests of the
Certificateholders.
3. Except as specifically amended hereby, the TrENDS Trust Agreement is
hereby ratified and confirmed and shall remain in full force and effect in
accordance with its terms.
4. The Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a number of copies hereof each signed by less
than all, but together signed by all of the parties hereto.
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IN WITNESS WHEREOF, the parties have hereunto executed this Amendment
as of the day first above set forth.
TrENDS HOLDINGS I L.L.C.
By: TrENDS INVESTORS I L.L.C.,
its managing member
By: DLJ Fund Investment Partners II,
L.P., its member
By: DLJ LBO Plans Management
Corporation, its General
Partner
By: /s/ XXX XXXXX
--------------------------
Name: Xxx Xxxxx
Title: Vice President
By: DLJ Private Equity Employees Fund,
L.P., its member
By: DLJ LBO Plans Management
Corporation, its General
Partner
By: /s/ XXX XXXXX
--------------------------
Name: Xxx Xxxxx
Title: Vice President
BANKERS TRUST COMPANY, as Regular Trustee
By: /s/ XXXXX XXXXXX
-------------------------------------
Name: Xxxxx Xxxxxx
Title: Assistant Vice President
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BANKERS TRUST (DELAWARE),
as Delaware Trustee
By: /s/ XXXXX XXXXXX
---------------------------------
Name: Xxxxx Xxxxxx
Title: Attorney-in-fact
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