EXHIBIT 4
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1 (the "Amendment"), dated as of May 16, 1999, to the
Rights Agreement, dated as of June 1, 1998, by and between U S WEST, INC., a
Delaware corporation (the "Company"), and State Street Bank and Trust Company,
as Rights Agent (the "Rights Agent") (the "Rights Agreement").
WITNESSETH
WHEREAS, concurrently with the execution hereof, the Company has
entered into an Agreement and Plan of Merger by and between the Company and
Global Crossing Ltd., a Bermuda corporation (the "Merger Agreement"); and
WHEREAS, the Board of Directors of the Company has approved,
authorized and adopted the Merger Agreement and the transactions contemplated
thereby and, subject to certain conditions, is bound to recommend to the
stockholders of the Company the approval and adoption of the Merger Agreement;
and
WHEREAS, the Board of Directors of the Company has determined that in
connection with the Merger Agreement and the transactions contemplated thereby,
it is desirable and in the best interests of the shareholders of the Company to
amend the Rights Agreement as set forth herein; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth herein;
NOW, THEREFORE, the Rights Agreement is amended as follows:
SECTION 1. Acquiring Person. The following definition hereby
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replaces, in its entirety, subsection (a) of Section 1 of the Rights Agreement:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates (as such
term is hereinafter defined) and Associates (as such term is hereinafter
defined) of such Person, shall be the Beneficial Owner (as such term is
hereinafter defined) of 15% or more of the Voting Stock of the Company then
outstanding; provided, however, that an Acquiring Person shall not include
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(i) an Exempt Person (as such term is hereinafter defined) or (ii) any
Person, together with all Affiliates and Associates of such Person, who or
which would be an Acquiring Person solely by reason of (A) being the
Beneficial Owner of shares of Voting Stock of the Company, the Beneficial
Ownership of which was acquired by such Person (or his or its predecessor)
pursuant to any action or transaction or series of related actions or
transactions approved by the Board of Directors before such Person
otherwise became an Acquiring Person or (B) a reduction in the number of
issued and outstanding shares of Voting Stock of the Company pursuant to a
transaction or a series of related transactions approved by the Board of
Directors of the Company; provided, further, that in the event such Person
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described in this clause
(ii) does not become an Acquiring Person by reason of subclause (A) or (B)
of this clause (ii), such Person nonetheless shall become an Acquiring
Person in the event such Person thereafter acquires Beneficial Ownership of
an additional 1% or more of the Voting Stock of the Company, unless the
acquisition of such additional Voting Stock would not result in such Person
becoming an Acquiring Person by reason of subclause (A) or (B) of this
clause (ii); or (iii) Global Crossing Ltd. or any of its Affiliates or
Associates who become the Beneficial Owner of 15% or more of the Voting
Stock of the Company by reason of (A) the approval, execution, delivery or
performance of the Merger Agreement by the parties thereto, (B) the
approval of the Merger Agreement by any of the stockholders of the parties
thereto or (C) the consummation of a transaction or the transactions
contemplated by the Merger Agreement; provided, however, that in the event
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that Global Crossing Ltd. or its Affiliates or Associates collectively
become the Beneficial Owner of 15% or more of the Voting Stock then
outstanding in any manner other than as contemplated in the Merger
Agreement, the provisions of this subclause (iii) (other than this proviso)
shall terminate immediately. Notwithstanding the foregoing, if the Board of
Directors of the Company determines in good faith (but only if at the time
of such determination by the Board of Directors there are then in office
not less than two Continuing Directors and such action is approved by a
majority of the Continuing Directors then in office) that a Person, who
would otherwise be an "Acquiring Person" as defined pursuant to the
foregoing provisions of subsection (a) of this Section 1, has become such
inadvertently, and such Person, as promptly as practicable (as determined
in good faith by the Board of Directors), divests himself or itself of a
sufficient number of shares of Common Stock so that such Person would no
longer be an "Acquiring Person" as defined pursuant to the foregoing
provisions of this subsection (a), then such Person shall not be deemed an
"Acquiring Person" for any purposes of this Rights Agreement.
SECTION 2. Effectiveness. This Amendment shall be deemed effective
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as of the date first set forth above. Except as amended hereby, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
SECTION 3. Miscellaneous. This Amendment shall be deemed to be a
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contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.
This Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute one and the same instrument. If any term,
provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
U S WEST, INC.
By: /s/ Solomon D. Trujillo
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Name:
Title:
STATE STREET BANK AND TRUST
COMPANY
By: /s/ David M. Elwood
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Name:
Title: