EXHIBIT 4-A.2
CONFORMED COPY
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2 (the "Amendment"), dated as of July 18, 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"), as amended by Amendment No. 1,
dated as of May 16, 1999 (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
Qwest Communications International Inc., a Delaware corporation (the "Qwest
Merger Agreement"); and
WHEREAS, concurrently with the execution hereof, the Company
and Global Crossing, Ltd., a Bermuda company ("Global") entered into a
Termination Agreement (the "Termination Agreement") terminating the Agreement
and Plan of Merger, dated as of May 16, 1999 between the Company and Global (the
"Global Merger Agreement"); and
WHEREAS, the Board of Directors of the Company has approved,
authorized and adopted the Qwest 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 Qwest Merger
Agreement; and
WHEREAS, the Board of Directors of the Company has determined
that in connection with the Qwest Merger Agreement and the transactions
contemplated thereby, including the termination of the Global Merger Agreement,
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 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 (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 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) Qwest Communications International, Inc. 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 Agreement and Plan of Merger,
dated as of July 18, 1999 between the Company and Qwest Communications
International, Inc. (the "Qwest Merger Agreement"), (B) the approval of
the Qwest Merger Agreement by any of the stockholders of the parties
thereto or (C) the consummation of a transaction or the transactions
contemplated by the Qwest Merger Agreement; provided, however, that in
the event that Qwest Communications International Inc. 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 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 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.
/S/ MARK ROELLIG
By: _____________________________________
Name: Mark Roellig
Title: Secretary
STATE STREET BANK AND TRUST COMPANY
/S/ STEPHEN CESSO
By: _____________________________________
Name: Stephen Cesso
Title: Vice President and Associate
Counsel