-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E0DTCExTNoGIV4f0CidHotlQhP9Sn/DdidK6zQb8y8HGn1HGfU3tzUtwG1idoY2I tihAS+BJXQtcfoee1QEnIQ== 0000732713-99-000010.txt : 19990615 0000732713-99-000010.hdr.sgml : 19990615 ACCESSION NUMBER: 0000732713-99-000010 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990608 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QWEST COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001037949 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841339282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53477 FILM NUMBER: 99641777 BUSINESS ADDRESS: STREET 1: 700 QWEST TOWER STREET 2: 555 SEVENTEENTH STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3039921400 MAIL ADDRESS: STREET 1: 700 QWEST TOWER STREET 2: 555 SEVENTEENTH STREET CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: QUEST COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19970416 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BELLSOUTH CORP CENTRAL INDEX KEY: 0000732713 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581533433 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1155 PEACHTREE ST NE STREET 2: ROOM 15G03 CITY: ATLANTA STATE: GA ZIP: 30309-3610 BUSINESS PHONE: 4042492000 SC 13D 1 BELLSOUTH SCHED 13D FOR QWEST INVESTMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 Qwest Communications International Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 74912110 9 - ------------------------------------------------------------------------------- (CUSIP Number) Ray E. Winborne BellSouth Corporation 15G03 Campanile Building 1155 Peachtree Street Atlanta, Georgia 30309-3610 (404) 249-3035 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) May 27, 1999 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box.[ ] (Continued on following pages) - -------------------------------------- ------------------------------ CUSIP No. 74912110 9 13D ---------- - -------------------------------------- ------------------------------ - ----- ----------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BellSouth Corporation 58-1533433 - ----- ----------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF (a)[ ] A MEMBER OF A GROUP (b)[ ] - ----- ----------------------------------------------------------------------- 3 SEC USE ONLY - ----- ----------------------------------------------------------------------- 4 SOURCE OF FUNDS WC/OO - ----- ----------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----- ----------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Georgia - ---------------------------------- ------------------------------------------ Number of Shares 7 SOLE VOTING POWER 74,000,000 beneficially owned ------ ---------------------------------------------- by each reporting 8 SHARED VOTING POWER 0 person with ------ ---------------------------------------------- 9 SOLE DISPOSITIVE POWER 74,000,000 ------ ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - --------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 74,000,000 shares of Qwest Communications International, Inc. Common Stock - --------- --------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES Not applicable - --------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10% - --------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC/CO - --------- --------------------------------------------------------------------- ITEM 1. Security and Issuer. The title of the class of equity securities to which this Schedule relates is the common stock, $0.01 par value per share ("Qwest Common Stock"), of Qwest Communications International Inc., a Colorado corporation ("Qwest"). The address of Qwest's principal executive office is 700 Qwest Tower, 555 Seventeenth Street, Denver, Co. 80202. ITEM 2. Identity and Background. The following information is given with respect to the persons filing this Statement: (a) BellSouth Corporation, a Georgia corporation ("BellSouth"). See Exhibit 1 attached hereto for information with respect to the identity and background of the directors and executive officers of BellSouth, which information is hereby incorporated by reference herein. (b) The principal executive offices of BellSouth are located at 1155 Peachtree Street, Atlanta, Georgia 30309-3610. (c) BellSouth is a holding company providing telecommunications services, systems and products primarily through two wholly-owned subsidiaries, BellSouth Telecommunications, Inc. and BellSouth Enterprises, Inc. (d) BellSouth has not, during the last five years, been convicted in a criminal proceeding. (e) BellSouth has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Not applicable to BellSouth. The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of the directors and executive officers of BellSouth are as set forth on Exhibit 1. To the knowledge of BellSouth, none of such persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the knowledge of BellSouth, all such persons are citizens of the United States of America. ITEM 3. Source and Amount of Funds or Other Consideration. On May 27, 1999, BellSouth acquired 74,000,000 shares of the Common Stock of Qwest. BellSouth purchased 40,700,000 of these shares directly from Qwest for a total of $1.923 billion. BellSouth purchased the other 33,300,000 shares from the Anschutz Company for a total of $1.573 billion. BellSouth utilized $1.5 billion of its existing working capital and issued $2.0 billion in commercial paper to fund the initial purchase. BellSouth anticipates that it will permanently refinance the commercial paper with long-term debt as soon as is practicable. ITEM 4. Purpose of Transaction. The purpose of the acquisition of the Qwest Common Stock by BellSouth is to acquire an equity position in Qwest and to complement the strategic relationship contemplated by the Master Agreement described in Item 6 below. Pursuant to the Common Stock Purchase Agreement, dated as of April 19, 1999, between Qwest and BellSouth (as assignee of BellSouth Enterprises, Inc.) (the "Qwest Purchase Agreement"), BellSouth is generally prohibited from acquiring shares of Qwest Common Stock if it would result in BellSouth beneficially owning more than 20% of the shares of Qwest Common Stock, except as approved by the Qwest Board of Directors. The maximum ownership percentage will be increased or terminated if Qwest or Anschutz Company sell shares of Qwest Common Stock to third parties on certain specified terms. BellSouth has considered and continues to explore, including with the Company, various alternatives relating to BellSouth's interest in the Company, including transactions which may result in the acquisition of a control position in or combination with the Company. BellSouth has also considered and continues to explore other strategic and commercial relationships with the Company and other actions of the type described in items (a) through (j) of Item 4 of Schedule 13D. Based on the respective objectives of the Company and BellSouth, the regulatory and competitive environment, and other factors that BellSouth deems relevant, BellSouth will determine whether to take any of these actions. BellSouth has agreed generally to not transfer any shares of Qwest Common Stock for two years (or earlier under certain circumstances including termination of the Master Agreement). After the general transfer restriction has terminated, BellSouth will remain obligated not to sell shares of Qwest Common Stock to a party if it would result in the party owning more than 5% of Qwest's then issued and outstanding Common Stock and not selling more than a specified volume of shares of Qwest Common Stock within specified periods of time. Qwest has agreed that it will not repurchase shares of Qwest Common Stock, reorganize its capital structure, or take other similar action that would result in BellSouth beneficially owning more than 10% of the shares of Qwest Common Stock then issued and outstanding. Until such time as BellSouth and Qwest agree that BellSouth has obtained all necessary federal and state regulatory approvals to provide originating landline, interLATA long-distance service (and currently prohibited terminating services) in five states (including either Florida or Georgia) pursuant to the Communications Act of 1934, as amended by the Telecommunications Act of 1996, BellSouth is entitled to receive copies of all materials delivered to Qwest's Board of Directors, and to have certain, periodic meetings with the Chairman of the Board, Chief Executive Officer or President of Qwest to be informed of discussions relating to the strategic plans of Qwest that took place at any Qwest Board of Directors meeting, subject to certain confidentiality obligations of BellSouth, Qwest's right to withhold certain materials or information and other restrictions. Thereafter, BellSouth is entitled to designate one nominee to Qwest's Board of Directors (until termination of the Master Agreement or transfer by BellSouth of more than 18,500,000 shares of Qwest Common Stock). The Qwest Purchase Agreement includes an agreement by BellSouth that it will not become a member of a Group with respect to the Qwest Common Stock or other equity securities of Qwest or participate in a proxy contest or solicitation in opposition to any matter which has been recommended, or in favor of any matter which has not been approved, by the Qwest Board of Directors. BellSouth may make a bona fide written proposal to the Qwest Board of Directors that contemplates an acquisition or certain other transactions effecting a change of control of Qwest (an "Acquisition Proposal") which is subject to approval by the Qwest Board of Directors and does not require Qwest to make a public announcement. BellSouth has agreed that it will not otherwise, without approval of the Qwest Board of Directors, take any actions with respect to any Acquisition Proposal (including one made by BellSouth) that would require Qwest to make a public announcement. Upon the occurrence of certain events, including Qwest's receiving an Acquisition Proposal from a third party and not rejecting it within 10 days or announcement by Qwest that it is for sale, the restrictions set forth in the immediately preceding paragraph will terminate. Qwest has agreed to provide notice to BellSouth within 10 days after it receives any Acquisition Proposal. ITEM 5. Interest in Securities of the Issuer. (a) As at the date hereof, BellSouth beneficially owns and has the power to vote an aggregate of 74,000,000 shares of Qwest Common Stock representing approximately 10% of Qwest Common Stock. Neither BellSouth nor, to the knowledge of BellSouth, any director or officer of BellSouth identified in Item 2 owns any other shares of Qwest Common Stock or has the right to purchase any other shares of Qwest Common Stock except as set forth below: Name Number of Shares ---------------- ----------------- Jere A. Drummond 2,332 David J. Markey 3,166 John G. Medlin, Jr. 2,332 (b) Except as provided herein with respect to the Purchase Agreement, BellSouth does not possess sole or shared voting or dispositive power over any of the shares of Qwest Common Stock covered by this Schedule. (c) No transactions in Qwest Common Stock other than those reported in this Schedule have been effected by BellSouth or, to the knowledge of BellSouth, any director or officer of BellSouth identified in Item 2, within the past 60 days. (d) To BellSouth's knowledge and except as provided herein, each Stockholder has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Qwest Securities. (e) Not applicable. ITEM 6. Contracts, Arrangements or Understandings with Respect to Securities of the Issuer. On April 19, 1999, BellSouth and Qwest entered into the Qwest Purchase Agreement and a Registration Rights Agreement; Qwest Communications Corporation (a wholly owned subsidiary of Qwest) and BellSouth Value Added Services Holdings, Inc. (a direct wholly owned subsidiary of BellSouth) entered into a Master Agreement; and BellSouth and Anschutz Company entered into a Common Stock Purchase Agreement (the "Anschutz Purchase Agreement"). Pursuant to the Master Agreement, Qwest and BellSouth (or its subsidiaries and affiliates) have agreed to a broad alliance to coordinate the marketing, sale and delivery of their respective products to customers and over time, and as permitted by law, to offer customers a full suite of voice and data products (including internet protocol based products) utilizing their respective physical assets (such as transport, switching and systems). The Qwest Purchase Agreement provided for the purchase by BellSouth from Qwest of 40,700,000 shares of Qwest Common Stock (as adjusted for Qwest's two-for-one stock split that occurred on May 24, 1999). A copy of the Qwest Purchase Agreement is included as an Exhibit hereto and is incorporated herein by reference. Various provisions of the Purchase Agreement are discussed in Item 4, above. The Registration Rights Agreement provides for various demand and piggy-back registration rights of BellSouth, and includes customary provisions relating to registration procedures, payment of expenses and indemnification. Under the Registration Rights Agreement following expiration of the general restriction on transfer of shares of Qwest Common Stock set forth in the Qwest Purchase Agreement as described in Item 4, BellSouth will have unlimited demand registrations, subject to various limitations (including the prohibition on sale to a third party if it would result in such party beneficially owning 5% of Qwest's Common Stock and the volume restrictions as described in Item 4 above). BellSouth also has unlimited piggy-back registration rights, subject to certain restrictions, for a period of ten years from April 19, 1999. A copy of the Registration Rights Agreement is included as an Exhibit and is incorporated herein by reference. The Anschutz Purchase Agreement provided for the purchase by BellSouth from Anschutz Company of 33,300,000 shares of Qwest Common Stock (as adjusted for Qwest's two-for-one stock split that occurred on May 24, 1999). A copy of the Anschutz Purchase Agreement is included as an Exhibit and incorporated herein by reference. The preceding summary of the above agreements is not intended to be complete and is qualified in its entirety by reference to the full text of the Qwest Purchase Agreement, the Registration Rights Agreement and the Anschutz Purchase Agreement, copies of each of which are filed as an Exhibit hereto. Except as set forth herein, BellSouth does not, nor to the best knowledge of BellSouth, does any director or executive officer of BellSouth, have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of Qwest, including, but not limited to, transfer or voting of any securities of Qwest, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. Material to be Filed as Exhibits. Filed herewith are these exhibits: (1) Name, business address, citizenship, present principal occupation, address and principal business of the organization in which each Director and Executive Officer of BellSouth Corporation is employed. (2) Common Stock Purchase Agreement dated April 19, 1999, between BellSouth Corporation and Qwest Communications International Inc. (3) Common Stock Purchase Agreement dated April 19, 1999, between BellSouth Corporation and Anschutz Company. (4) Registration Rights Agreement dated April 19, 1999 between BellSouth Corporation and Qwest Communications International Inc. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct. BELLSOUTH CORPORATION By: /s/ W. Patrick Shannon ------------------------ W. Patrick Shannon Vice President and Controller Date: June 7, 1999 EX-1 2 LIST OF BELLSOUTH OFFICERS AND DIRECTORS EXHIBIT 1 Name, Citi- Present Position Present Principal Occupation, Business Address zenship with BellSouth Name, Address and Principal Business of Organization F. Duane Ackerman USA President, Chief President and CEO 2000 Campanile Executive Officer BellSouth Corporation 1155 Peachtree St., N.E. and Director 1155 Peachtree St., N.E. Atlanta, GA 30309-3610 Atlanta, GA 30309-3610 Telecommunications Svcs. Richard A. Anderson USA Group President - Group President - 1701 Campanile BellSouth Business BellSouth Business 1155 Peachtree St., N.E. BellSouth Corporation Atlanta, GA 30309-3610 1155 Peachtree Street, N.E. Atlanta, GA 30309-3610 Telecommunications Svcs. C. Sidney Boren USA Executive Staff Executive Staff Officer 2004 Campanile Officer BellSouth Corporation 1155 Peachtree St., N.E. 1155 Peachtree Street, N.E. Atlanta, GA 30309-3610 Atlanta, GA 30309-3610 Telecommunications Svcs. Robert L. Capell, III USA Sr. Vice President Sr. Vice President - 1706 Campanile Advanced Data Networks 1155 Peachtree Street, N.E. BellSouth Corporation Atlanta, GA 30309-3610 1155 Peachtree Street, N.E. Atlanta, GA 30309-3610 Telecommunications Svcs. Keith O. Cowan USA Vice President Vice President- 2005 Campanile Corporate Development 1155 Peachtree St., N.E. BellSouth Corporation Atlanta, GA 30309-3610 1155 Peachtree St., N.E. Atlanta, GA 30309-3610 Telecommunications Svcs. Name, Citi- Present Position Present Principal Occupation, Business Address zenship with BellSouth Name, Address and Principal Business of Organization Francis A. Dramis USA Executive Vice Executive Vice President 2007 Campanile President and Chief Information Officer 1155 Peachtree St., N.E. BellSouth Corporation Atlanta, GA 30309-3610 1155 Peachtree Street, N.E. Atlanta, GA 30309-3610 Telecommunications Svcs. Mark E. Droege USA Vice President Vice President-Financial 2006 Campanile Management and Treasurer 1155 Peachtree St., N.E. BellSouth Corporation Atlanta, GA 30309-3610 1155 Peachtree St., N.E. Atlanta, GA 30309-3610 Telecommunications Svcs. Jere A. Drummond USA President and President & Chief 2010 Campanile Chief Executive Executive Officer 1155 Peachtree St., N.E. Officer - BellSouth Communications Group Atlanta, GA 30309-3610 BellSouth BellSouth Corporation Communications 1155 Peachtree Street, N.E. Gp. Atlanta, GA 30309-3610 Telecommunication Svcs. Ronald M. Dykes USA Executive Vice Executive Vice President 2008 Campanile President and and Chief Financial Officer 1155 Peachtree St., N.E. Chief Financial BellSouth Corporation Atlanta, GA 30309-3610 Officer 1155 Peachtree St., N.E. Atlanta, GA 30309-3610 Telecommunications Svcs. Donna A. Lee USA Senior Vice Senior Vice President- 2400 Century Parkway President Managed Network Solutions Suite 200 BellSouth Corporation Atlanta, GA 30345 Suite 200 2400 Century Parkway Atlanta, GA 30345 Telecommunications Svcs. Name, Citi- Present Position Present Principal Occupation, Business Address zenship with BellSouth Name, Address and Principal Business of Organization David J. Markey USA Vice President Vice President- Suite 900 Governmental Affairs 1133 21st Street, N.W. BellSouth DC Washington, DC 20036 Suite 900 1133 21St Street, N.W. Washington, DC 20036 Telecommunications Svcs. Earle Mauldin USA President and President and Chief Suite 1000 Chief Executive Executive Officer 1100 Peachtree Street, Officer BellSouth Enterprises, Inc. N.E. BellSouth 1100 Peachtree Street, N.E. Atlanta, GA 30309-4599 Enterprises, Inc. Atlanta, GA 30309-4599 Telecommunications Svcs. Charles C. Miller, III USA President- President-International Suite 400 International BellSouth Corporation 1100 Peachtree St., N.E. Suite 400 Atlanta, GA 30309-4599 1100 Peachtree St., N.E. Atlanta, GA 30309-4599 Telecommunications Svcs. Charles R. Morgan USA Executive Vice Executive Vice President and 2002 Campanile President and General Counsel 1155 Peachtree St., N.E. General Counsel BellSouth Corporation Atlanta, GA 30309-3610 1155 Peachtree St., N.E. Atlanta, GA 30309-3610 Telecommunications Svcs. William C. Pate USA Vice President Vice President - Advertising 1915 Campanile and Public Relations 1155 Peachtree St., N.E. BellSouth Corporation Atlanta, GA 30309-3610 1155 Peachtree St., N.E. Atlanta, GA 30309-3610 Telecommunications Svcs. Name, Citi- Present Position Present Principal Occupation, Business Address zenship with BellSouth Name, Address and Principal Business of Organization William F. Reddersen USA Group President Group President - 1702 Campanile Value Added Services 1155 Peachtree St., N.E. BellSouth Corporation Atlanta, GA 30309-3610 1155 Peachtree St., N.E. Atlanta, GA 30309-3610 Telecommunications Svcs. John G. Robinson USA Vice President Vice President - 4509 BellSouth Center Strategic Mgmt. 675 West Peachtree St.,N.E. BellSouth Corporation Atlanta, GA 30375 675 West Peachtree St.,N.E. Atlanta, GA 30375 Telecommunication Svcs. W. Patrick Shannon USA Vice President Vice President 1703 Campanile and Controller 1155 Peachtree St., N.E. BellSouth Corporation Atlanta, GA 30309-3610 1155 Peachtree St., N.E. Atlanta, GA 30309-3610 Telecommunications Svcs. Richard D. Sibbernsen USA Vice President Vice President - 2003 Campanile Human Resources 1155 Peachtree St., N.E. BellSouth Corporation Atlanta, GA 30309-3610 1155 Peachtree St., N.E. Atlanta, GA 30309-3610 Telecommunications Svcs. Carl E. Swearingen USA Senior Vice Senior Vice President - 2001 Campanile President and Corporate Compliance and 1155 Peachtree St., N.E. Corporate Corporate Secretary Atlanta, GA 30309-3610 Secretary BellSouth Corporation 1155 Peachtree St., N.E. Atlanta, GA 30309-3610 Telecommunications Svcs. Name, Citi- Present Position Present Principal Occupation, Business Address zenship with BellSouth Name, Address and Principal Business of Organization F. Duane Ackerman USA Chairman of the President and CEO 2000 Campanile Board BellSouth Corporation 1155 Peachtree St., N.E. 1155 Peachtree St., N.E. Atlanta, GA 30309-3610 Atlanta, GA 30309-3610 Telecommunications Svcs. Reuben V. Anderson USA Director Partner, Phelps Dunbar Phelps Dunbar Suite 500, Mtel Centre N. Ste 500, Mtel Centre N. 200 South Lamar Street 200 South Lamar Street Jackson, MS 39201 Jackson, MS 39201 Attorneys James H. Blanchard USA Director Chairman of the Board Synovus Financial Corp. and CEO Suite 301, One Arsenal Synovus Financial Corp. 901 Front Street Suite 301, One Arsenal Columbus, GA 31901 901 Front Street Columbus, GA 31901 Commercial Banking, Securities Brokerage and Data Processing J. Hyatt Brown USA Director Chairman, President Poe & Brown, Inc. and CEO 220 S. Ridgewood Ave. Poe & Brown, Inc. Daytona Beach, FL 32114 220 S. Ridgewood Ave. Daytona Beach, FL 32114 Insurance Name, Citi- Present Position Present Principal Occupation, Business Address zenship with BellSouth Name, Address and Principal Business of Organization Armando M. Codina USA Director Chairman of the Board Codina Group Inc. and CEO Penthouse II Codina Group Inc. Two Alhambra Plaza Penthouse II Coral Gables, FL 33134 Two Alhambra Plaza Coral Gables, FL 33134 Real Estate Development Phyllis Burke Davis USA Director Retired Senior 284 Ocean Road Vice President Box 264 Avon Products, Inc. Bridgehampton, NY 11932 284 Ocean Road Box 264 Bridgehampton, NY 11932 Kathleen F. Feldstein USA Director President Economics Studies, Inc. Economics Studies, Inc. 147 Clifton Street 147 Clifton Street Belmont, MA 02178 Belmont, MA 02178 John G. Medlin, Jr. USA Director Chairman Emeritus Wachovia Corporation Wachovia Corporation 100 North Main Street 100 North Main Street Winston-Salem, NC 27101 Winston-Salem, NC 27101 Interstate Bank Holding Company Leo F. Mullin USA Director President and Chief Delta Air Lines, Inc. Executive Officer P. O. Box 20706 Delta Air Lines, Inc. Atlanta, GA 30320 P. O. Box 20706 Atlanta, GA 30320 Name, Citi- Present Position Present Principal Occupation, Business Address zenship with BellSouth Name, Address and Principal Business of Organization Robin B. Smith USA Director Chairman and CEO Publishers Clearing House Publishers Clearing House 382 Channel Drive 382 Channel Drive Port Washington, NY 11050 Port Washington, NY 11050 Magazine Subscription Company C. Dixon Spangler, Jr. USA Director Chairman of the Board C.D. Spangler C.D. Spangler Construction Co. Construction Co. P. O. Box 36007 P. O. Box 36007 Charlotte, NC 28236-6007 Charlotte, NC 28236-6007 Construction Company William S. Stavropoulos USA Director President and Chief Executive The Dow Chemical Company Officer 2030 Willard H. Dow Center The Dow Chemical Company Midland, MI 48674 2030 Willard H. Dow Center Midland, MI 48674 Chemical Manufacturing Company J. Tylee Wilson USA Director Retired Chairman of the 121 Lamplighter Lane Board and CEO Ponte Vedra Beach, RJR Nabisco, Inc. FL 32082 121 Lamplighter Lane Ponte Vedra Beach, FL 32082 EX-2 3 QWEST COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is made as of April 19, 1999, by and between BELLSOUTH ENTERPRISES, INC., a Georgia corporation (the "Purchaser"), and QWEST COMMUNICATIONS INTERNATIONAL INC., a Delaware corporation (the "Company"). RECITALS A. The Company desires to sell to the Purchaser, and the Purchaser desires to purchase from the Company, 20,350,000 shares of the Company's Common Stock, $0.01 par value per share (the "Common Stock"), on the terms and conditions set forth in this Agreement. B. Concurrently herewith, the Purchaser is entering into the Common Stock Purchase Agreement dated as of April 19, 1999 (the "Other Purchase Agreement"), by and between the Purchaser and Anschutz Company, a Delaware corporation (the "Principal Stockholder"), for the purchase of 16,650,000 shares of Common Stock (the "Other Shares") on the terms and conditions set forth in the Other Purchase Agreement. C. Concurrently herewith, the Company and the Purchaser are entering into a Registration Rights Agreement dated as of even date herewith by and between the Company and the Purchaser (the "Registration Rights Agreement"), to provide for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the disposition of the shares of Common Stock purchased under this Agreement and the Other Purchase Agreement pursuant to the terms thereof. AGREEMENT The parties agree as follows: ARTICLE I AGREEMENT TO PURCHASE AND SELL COMMON STOCK 1.1 Agreement to Purchase and Sell Common Stock. Upon the terms and subject to the conditions of this Agreement, the Company hereby agrees to sell to the Purchaser at the Closing (as defined in Section 2.1), and the Purchaser agrees to purchase from the Company at the Closing, 20,350,000 newly issued shares (each, a "Share" and collectively, the "Shares") of Common Stock at $94.50 per Share for an aggregate purchase price of $1,923,075,000.00 (the "Purchase Price"). ARTICLE II CLOSING DATE; DELIVERY 2.1 Closing Date. The Closing of the purchase and sale of the Shares hereunder (the "Closing") shall be held at the offices of the Company at 10:00 a.m. on the third business day after the satisfaction or waiver of the conditions set forth in Articles V and VI, or at such other time and place as the Company and the Purchaser mutually agree, and shall be held simultaneously with the closing of the Other Purchase Agreement (the date of the Closing being hereinafter referred to as the "Closing Date"). 2.2 Delivery. At the Closing, the Company will deliver to the Purchaser a certificate or certificates representing the Shares against payment of the aggregate Purchase Price by wire transfer of immediately available funds to an account designated by the Company. The certificate or certificates representing the Shares shall be subject to a legend restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such shares may not be sold or transferred in the absence of such registration or an opinion of counsel reasonably satisfactory to the Company as to the availability of an exemption from registration. The shares represented by this certificate are subject to restrictions on transfer, including any sale, pledge or other hypothecation, set forth in an agreement dated as of April 19, 1999, between the Company and BellSouth Enterprises, Inc., a copy of which agreement may be obtained at no cost by written request made by the holder of record of this certificate to the secretary of the Company at the Company's principal executive offices." The Company agrees to remove from the Shares (or from the Other Shares, as the case may be), (1) the legend set forth in the second preceding paragraph in connection with a transfer pursuant to an effective Registration Statement (as defined in the Registration Rights Agreement) or upon receipt of an opinion of counsel in form and substance reasonably satisfactory to the Company that the Shares are eligible for transfer without registration under the Securities Act (or, as the case may be, the legend set forth in the corresponding paragraph of the Other Purchase Agreement in connection with a transfer pursuant to an effective Registration Statement or upon receipt of an opinion of counsel in form and substance reasonably satisfactory to the Company and the Seller that the Other Shares are eligible for transfer without registration under the Securities Act), and (2) the legend set forth in the immediately preceding paragraph at such time as the Shares may be transferred in compliance with Article VII or upon the termination of the covenants of Article VII (or, as the case may be, the legend set forth in the corresponding paragraph of the Other Purchase Agreement at such time as the Other Shares may be transferred in compliance with Article VII hereof or upon the termination of the covenants of Article VII hereof). ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to the Purchaser as follows: 3.1 Corporate Existence and Power. The Company (1) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, (2) has all necessary corporate power and authority and all material licenses, authorizations, consents and approvals required to own, lease, license or use its properties now owned, leased, licensed or used and proposed to be owned, leased, licensed or used and to carry on its business as now conducted and proposed to be conducted, (3) is duly qualified as a foreign corporation under the laws of each jurisdiction in which qualification is required either to own, lease, license or use its properties now owned, leased, licensed or used or to carry on its business as now conducted, except where the failure to effect or obtain such qualification, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.1) on the Company, and (4) has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 3.2 Authorization; Contravention. (a) The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations under this Agreement, and the authorization, sale, issuance and delivery of the Shares hereunder, have been duly authorized by all necessary corporate action and do not and will not contravene, violate, result in a breach of or constitute a default under, (1) its certificate of incorporation or bylaws, (2) any regulation of any Governmental Entity (as defined in Section 8.1) or any decision, ruling, order or award of any arbitrator by which it or any of its properties may be bound or affected, or (3) any agreement, indenture or other instrument to which it is a party or by which it or its properties may be bound or affected, except in each case referred to in the preceding clauses for contraventions, violations, breaches or defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, or materially impair or restrict the Company's power to perform its obligations as contemplated under said agreements. Upon their issuance and delivery pursuant to this Agreement, the Shares will be validly issued, fully paid and nonassessable and free and clear of any liens. The issuance and sale of the Shares will not give rise to any preemptive rights, rights of first refusal or other rights to acquire Common Stock on behalf of any Person (as defined in Section 8.1). (b) The Board of Directors of the Company, by resolutions duly adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly approved (the "Board Approval") for all purposes, including for purposes of Section 203 of the Delaware General Corporation Law ("DGCL ss.203"), (1) this Agreement; (2) the issuance of the Shares to the Purchaser, (3) the acquisition by the Purchaser of the Shares and the Other Shares, (4) if the Purchaser shall acquire the Shares pursuant to this Agreement, the acquisition by the Purchaser of any additional shares (or percentage ownership) of Common Stock as and to the extent permitted or contemplated under Sections 7.1(a) or (b) of this Agreement, and (5) the other transactions contemplated hereby. 3.3 SEC Documents. The Company has filed with the Securities and Exchange Commission (the "SEC") all reports, schedules, forms, statements and other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be filed by the Company since June 27, 1997 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of their respective dates, except to the extent revised or superseded by a subsequent filing with the SEC on or before the date of this Agreement, the Company SEC Documents filed by the Company complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the Company SEC Documents (including any and all financial statements included therein) filed by the Company as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in the Company SEC Documents, neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would reasonably be expected to have a Material Adverse Effect on the Company. 3.4 Approvals. In reliance on the representations of the Purchaser contained in Sections 4.5, 4.7, 4.8 and 4.9, no consent, approval or authorization of or designation, declaration or filing with any Governmental Entity on the part of the Company is required in connection with the due execution and delivery of this Agreement, or the offer, sale or issuance of the Shares (or the sale of the Other Shares pursuant to the Other Purchase Agreement), except for (a) those required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (b) such filings as may be required to be made with the SEC and the National Association of Securities Dealers, Inc. (the "NASD"), and (c) such filings as may be required to be made with certain state agencies. 3.5 Binding Effect. This Agreement constitutes the legally valid and binding obligation of the Company enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. 3.6 Financial Information. The consolidated balance sheet of the Company and its consolidated subsidiaries as of December 31, 1998, and the related consolidated statements of operations and stockholders' equity and cash flows for the fiscal year then ended, reported on by KPMG Peat Marwick LLP, true and complete copies of which have been delivered to the Purchaser, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of that date and their consolidated results of operations and cash flows for the year then ended. 3.7 Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed, or as otherwise publicly disclosed, prior to the date hereof, since December 31, 1998, there has not been (1) any declaration, setting aside or payment of any dividend or distribution (whether in cash, stock or property) with respect to any of the Company's capital stock, (2) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (3) any damage, destruction or loss of property, whether or not covered by insurance, that has or would reasonably be expected to have a Material Adverse Effect on the Company, (4) any change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities, or business, except insofar as may have been required by a change in GAAP or (5) any event or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company. 3.8 Litigation. (a) There is no action, suit or proceeding pending or, to the Company's knowledge, threatened against the Company or any of its subsidiaries that (1) impairs (or, if successful, would so impair) in any material respect the ability of the Company to perform its obligations under this Agreement and the Registration Rights Agreement (or the ability of the Principal Stockholder to perform its obligations under the Other Purchase Agreement), or (2) restricts in any material respect or prohibits (or, if successful, would so restrict or prohibit) the sale of the Shares to the Purchaser (or the sale of the Other Shares under the Other Purchase Agreement). (b) Except as disclosed in the Company SEC Documents filed with the SEC on or prior to the date hereof, there is no action, suit or proceeding pending or, to the Company's knowledge, threatened against the Company or any of its subsidiaries that, individually or in the aggregate, if determined adversely to any of them, would reasonably be expected to have a Material Adverse Effect on the Company. 3.9 Capitalization. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 600,000,000 shares of the Common Stock and 25,000,000 shares of preferred stock, par value $0.01 per share, of the Company (the "Company Preferred Stock"). (b) As of March 31, 1999, there were (1) 350,735,529 shares of the Common Stock issued and outstanding, (2) no shares of the Common Stock held in the treasury of the Company, (3) no shares of the Company Preferred Stock issued and outstanding, (4) 40,725,059 shares of the Common Stock reserved for issuance upon exercise of outstanding stock options issued by the Company to current or former employees and directors of the Company and its subsidiaries, and (5) 10,163,380 shares of the Common Stock reserved for issuance upon exercise of authorized but unissued stock options. (c) All outstanding shares of the Common Stock are duly authorized, validly issued, fully paid and nonassessable, free from any liens created by the Company with respect to the issuance and delivery thereof and not subject to preemptive rights. (d) No Person (other than the Purchaser and the Principal Stockholder) has the right to cause the Company to register shares of Common Stock on a registration statement filed pursuant to the Registration Rights Agreement. 3.10 Absence of Certain Agreements. There are no material discussions between the Company and any Person that, as of the date hereof, would reasonably be expected to lead to an agreement within 30 days after the date hereof for (1) a transaction resulting in a Change of Control, (2) a transaction involving the Company that would include the acquisition of Beneficial Ownership by a Person of more than 5% of the outstanding Voting Stock (as defined in Section 8.1), or (3) the acquisition by the Company of any business for an aggregate purchase price (including assumption of indebtedness) of at least $1,500,000,000.00. 3.11 No Broker. The Company has not engaged, consented to or authorized any broker, finder or intermediary to act on its behalf, directly or indirectly, as a broker, finder or intermediary in connection with the transactions contemplated by this Agreement. The Company hereby agrees to indemnify and hold harmless the Purchaser from and against all fees, commissions or other payments owing to any party acting on behalf of the Company hereunder. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to the Company as follows: 4.1 Corporate Existence and Power. The Purchaser (1) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Georgia, (2) has all necessary corporate power and authority and all material licenses, authorizations, consents and approvals required to own, lease, license or use its properties now owned, leased, licensed or used and proposed to be owned, leased, licensed or used and to carry on its business as now conducted and proposed to be conducted, (3) is duly qualified as a foreign corporation under the laws of each jurisdiction in which qualification is required either to own, lease, license or use its properties now owned, leased, licensed or used or to carry on its business as now conducted, except where the failure to effect or obtain such qualification, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Purchaser, and (4) has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 4.2 Authorization; Contravention. The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations under this Agreement, have been duly authorized by all necessary corporate action and do not and will not contravene, violate, result in a breach of or constitute a default under, (1) its articles of incorporation or bylaws, or (2) any regulation of any Governmental Entity or any decision, ruling, order or award of any arbitrator by which it or any of its properties may be bound or affected, except in each case referred to in the preceding clauses for contraventions, violations, breaches or defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Purchaser. 4.3 Approvals. No consent, approval or authorization of or designation, declaration or filing with any Governmental Entity on the part of the Purchaser is required in connection with the due execution and delivery of this Agreement, or the acquisition of the Shares by Purchaser, except for (a) those required under the HSR Act, and (b) such filings as may be required to be made with the SEC. 4.4 Binding Effect. This Agreement constitutes the legally valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. 4.5 Investment. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained herein. 4.6 Disclosure of Information. The Purchaser has had full access to all information it considers necessary or appropriate to make an informed investment decision with respect to the Shares to be purchased by the Company under this Agreement. The Purchaser further has had an opportunity to ask questions and receive answers from the Purchaser regarding the terms and conditions of the offering of the Shares and to obtain additional information necessary to verify any information furnished to the Purchaser or to which the Purchaser had access. 4.7 Investment Experience. The Purchaser understands that the purchase of the Shares involves substantial risk. The Purchaser has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of this investment in the Shares and protecting its own interests in connection with this investment. 4.8 Accredited Investor Status. The Purchaser is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act. 4.9 Restricted Securities. The Purchaser understands that the Shares to be purchased by the Purchaser hereunder are characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser is familiar with Rule 144 of the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. 4.10 Investigation. The Purchaser has conducted its own investigation of the Company and hereby acknowledges that the only representations and warranties of the Company in connection with the Purchaser's investment are those expressly made by the Company in Article III of this Agreement, and the Company hereby acknowledges that such representations and warranties are unaffected by the Purchaser's investigation of the Company. 4.11 No Broker. The Purchaser hereby agrees to indemnify and hold harmless the Company from and against all fees, commissions or other payments owing to any party acting on behalf of the Purchaser hereunder. ARTICLE V CONDITIONS TO OBLIGATION OF THE PURCHASER The Purchaser's obligation to purchase the Shares at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions: 5.1 Representations and Warranties. Each of the representations and warranties of the Company contained in Article III will be true and correct on and as of the date hereof and (except to the extent such representations and warranties speak as of a particular date) true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; provided, however, that for purposes of this Section 5.1 only, the representations and warranties contained in Sections 3.1, 3.3, 3.6, 3.7, 3.8(b) and 3.10 shall be deemed to be true and correct on and as of the Closing Date unless the failure or failures of such representations and warranties to be so true and correct (without regard to materiality qualifiers contained therein), individually or in the aggregate, results or would reasonably be expected to result in a Material Adverse Effect on the Company. The Purchaser shall have received a certificate signed by an officer of the Company to such effect on the Closing Date. 5.2 Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing Date shall have been performed or complied with in all material respects. The Purchaser shall have received a certificate signed by an officer of the Company to such effect on the Closing Date. 5.3 HSR Act. The waiting period (and any extensions thereof) under the HSR Act applicable to the transactions contemplated hereby shall have expired or been terminated. 5.4 No Order Pending. There shall not then be in effect any order enjoining or restraining the sale and purchase of the Shares. 5.5 No Law Prohibiting or Restricting Sale of the Shares. There shall not be in effect any law, rule or regulation prohibiting or restricting the sale and purchase of the Shares, or requiring any consent or approval of any Person which shall not have been obtained to sell and purchase the Shares, with full benefits afforded the Common Stock. 5.6 Registration Rights Agreement. The Registration Rights Agreement shall not have been terminated. 5.7 Other Purchase Agreement. The Purchaser and the Principal Stockholder shall have consummated the acquisition by the Purchaser of 16,650,000 shares of Common Stock from the Principal Stockholder pursuant to the terms of the Other Purchase Agreement (unless such acquisition shall not have been consummated as a result of a breach by the Purchaser thereunder). 5.8 Master Agreement. The Master Agreement dated April 19, 1999, by and between the Company and the Purchaser (the "Master Agreement") shall not have been terminated (or notice of termination provided) in accordance with the terms thereof. 5.9 Opinion of Counsel. The Purchaser shall have received an opinion dated as of the Closing Date of O'Melveny & Myers LLP, counsel to the Company, substantially in the form attached hereto as Exhibit A. ARTICLE VI CONDITIONS TO OBLIGATION OF THE COMPANY The Company's obligation to sell and issue the Shares at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions: 6.1 Representations and Warranties. The representations and warranties of the Purchaser contained in Article IV will be true and correct on and as of the date hereof and (except to the extent such representations and warranties speak as of a particular date) true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; provided, however, that for purposes of this Section 6.1 only, such representations and warranties shall be deemed to be true and correct on and as of the Closing Date unless the failure or failures of such representations and warranties to be so true and correct (without regard to materiality qualifiers contained therein), individually or in the aggregate, results or would reasonably be expected to result in a Material Adverse Effect on the Purchaser. The Company shall have received a certificate signed on behalf of the Purchaser by an officer of the Purchaser to such effect on the Closing Date. 6.2 Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects. The Company shall have received a certificate signed on behalf of the Purchaser by an officer of the Purchaser to such effect on the Closing Date. 6.3 HSR Act. The waiting period (and any extensions thereof) under the HSR Act applicable to the transactions contemplated hereby shall have expired or been terminated. 6.4 No Order Pending. There shall not then be in effect any order enjoining or restraining the sale and purchase of the Shares. 6.5 No Law Prohibiting or Restricting the Sale of the Shares. There shall not be in effect any law, rule or regulation prohibiting or restricting the sale and purchase of the Shares, or requiring any consent or approval of any Person which shall not have been obtained to sell and purchase the Shares. 6.6 Registration Rights Agreement. The Registration Rights Agreement shall not have been terminated. 6.7 Other Purchase Agreement. The Purchaser and the Principal Stockholder shall have consummated the acquisition by the Purchaser of 16,650,000 shares of Common Stock from the Principal Stockholder pursuant to the terms of the Other Purchase Agreement (unless such acquisition shall not have been consummated as a result of a breach by the Principal Stockholder thereunder). 6.8 Master Agreement. The Master Agreement shall not have been terminated (or notice of termination provided) in accordance with the terms thereof. ARTICLE VII COVENANTS OF THE PURCHASER AND THE COMPANY 7.1 Purchase Restrictions. (a) Other than pursuant to the transactions contemplated by this Agreement and the Other Purchase Agreement, the Purchaser shall not, and shall not cause or permit its Affiliates or any Group (as defined in Section 8.1) including the Purchaser or any of its Affiliates to, acquire shares of the Common Stock, which when combined with shares of the Common Stock then owned by the Purchaser and its subsidiaries would result in the Purchaser Beneficially Owning (as defined in Section 8.1) more than 20% of the shares of the Common Stock then issued and outstanding (the "Standstill Cap"), except pursuant to a transaction or series of transactions at prices and on terms approved by the Board of Directors of the Company; provided, however, that (1) if the Company or the Principal Stockholder sells to any Person or Group shares of Common Stock such that, as a result of such sale such Person or Group would Beneficially Own more than 5% of the shares of the Common Stock then issued and outstanding and such Person or Group is subject to an agreement with the Company or the Principal Stockholder restricting or prohibiting the acquisition of Beneficial Ownership of additional shares of Common Stock, the Standstill Cap will be increased to that maximum percentage of shares of Voting Stock the Beneficial Ownership of which such other Person or Group is permitted to acquire pursuant to such agreement (to the extent it exceeds the Standstill Cap), and (2) if the Company or the Principal Stockholder sells to any Person or Group a number of shares of Common Stock such that, to the actual knowledge of the Company or the Principal Stockholder (as applicable) at the time of such sale, as a result of such sale such Person or Group would Beneficially Own more than 10% of the shares of the Common Stock then issued and outstanding and such Person or Group is not subject to an agreement with the Company or the Principal Stockholder (as applicable) restricting or prohibiting the acquisition of Beneficial Ownership of additional shares of Common Stock, the Standstill Cap will be terminated; provided, further, that clause (2) of the foregoing proviso shall not apply with respect to, and the Standstill Cap shall not terminate upon, issuances or sales of Common Stock (A) in connection with acquisitions by the Company of all the outstanding equity securities, or all or substantially all the assets, of a Person in one or more transactions, or (B) to any Person required under Section 13(f) of the Exchange Act to file a Form 13F with respect to the Company or to a Person who, as a result of such Transfer, would become a Form 13F Filer (a "Form 13F Filer"). (b) Nothing in this Section 7.1 shall require the Purchaser or its subsidiaries to transfer any shares of Common Stock if the aggregate percentage ownership of the Purchaser and its subsidiaries is increased as a result of any action taken by the Company or its subsidiaries including, without limitation, by reason of any reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, redemption, repurchase or cancellation of shares or any other similar transaction. (c) Notwithstanding the Board Approval as set forth in Section 3.2(b), as a matter of contract under this Agreement, and not under the provisions of DGCL ss.203, the Purchaser hereby agrees that if the Closing occurs and the Shares are acquired by the Purchaser, pursuant to this Agreement, the Purchaser will be subject to all of the terms and restrictions set forth in DGCL ss.203, and will be entitled to all of the rights set forth in DGCL ss.203, to the extent applicable to the Purchaser by the terms of DGCL ss.203, in each case as if the terms of DGCL ss.203 were set forth in their entirety in this Section 7.1(c); provided, however, that for purposes hereof, the term "interested stockholder" as set forth in DGCL ss.203 shall be deemed to refer to "20%" in all cases where it in fact refers to "15%." The present and future stockholders of the Company (or any successor corporation) are hereby expressly made third-party beneficiaries of the provisions of this Section 7.1(c). (d) In the event that the Company shall adopt a stockholder rights plan with provisions that are triggered by the acquisition of Beneficial Ownership (or any similar concept) of a specified percentage of the Company's Common Stock (a "Trigger Percentage"), the Company agrees that, for purposes of determining application of the stockholder rights plan to the Purchaser, the plan will be deemed to refer to "20%" in all cases where it in fact refers to any Trigger Percentage that is below 20%. 7.2 Sale Restrictions. (a) The Purchaser shall not, and shall not cause or permit its Affiliates or any Group including the Purchaser or any of its wholly-owned subsidiaries to directly or indirectly offer, sell, transfer, assign, exchange, grant an option to purchase, encumber, pledge, hypothecate or otherwise dispose of the Beneficial Ownership of shares of Common Stock, whether in one or more transactions (any such act or series of acts, a "Transfer"), except in compliance with all applicable requirements of law and upon the receipt of necessary approvals of any Governmental Entity. (b) Until the earlier of (x) the second anniversary of the Closing Date, and (y) 60 days after termination of the Master Agreement (other than by reason of breach thereof by the Purchaser), but in no event earlier than fourteen months after the Closing Date (such date, the "Sale Restriction Termination Date"), the Purchaser shall not, and shall not cause or permit its subsidiaries or any Group including the Purchaser or any of its subsidiaries to, directly or indirectly Transfer any shares of Common Stock, other than in one or more of the following transactions: (1) a Transfer pursuant to a tender offer or exchange offer subject to Section 14 of the Exchange Act (or any successor provision) (an "Offer") for outstanding shares of Common Stock that the Company has not, within 10 days of the commencement thereof (or such longer period as may then be permitted under applicable law for the Company's initial recommendation with respect to such Offer), publicly recommended that such Offer not be accepted; and (2) any other Transfer which has been approved by the Board of Directors of the Company. (c) From and after the Sale Restriction Termination Date, the Purchaser shall not, and shall not cause or permit its subsidiaries or any Group including the Purchaser or any of its subsidiaries to directly or indirectly Transfer any shares of Common Stock to any Person that, to the actual knowledge of the Purchaser, would result in such Person Beneficially Owning more than 5% of the shares of Common Stock then issued and outstanding, except (1) pursuant to a transaction or series of transactions at prices and on terms approved by the Board of Directors of the Company, (2) pursuant to an underwritten offering, or (3) to a Form 13F Filer. (d) From and after the Sale Restriction Termination Date, the Purchaser shall not, and shall not cause or permit its Affiliates or any Group including the Purchaser or any of its Affiliates to directly or indirectly Transfer (1) more than 9,250,000 shares of Common Stock in the aggregate in any calendar quarter, or (2) in any event, more than 4,625,000 shares of Common Stock in the aggregate in any calendar month, in each case, except (A) pursuant to a transaction or series of transactions at prices and on terms approved by the Board of Directors of the Company, or (B) if such Transfer is pursuant to an underwritten public offering, the Purchaser, such Affiliate or such Group may Transfer 18,500,000 shares, in the aggregate, less any Shares otherwise Transferred in any calendar quarter in which the underwritten public offering occurs. (e) Subject to Section 7.2(a), nothing in this Agreement (including, without limitation, Section 7.2(d)) shall prevent or restrict the Purchaser and its Affiliates from Transferring any Shares (1) to and among each other, provided that any such transferee shall agree in writing to be bound hereby, or (2) to the Principal Stockholder or its Affiliates. 7.3 Other Restrictions. (a) Neither the Purchaser nor any of its subsidiaries shall, without the approval of the Board of Directors of the Company, (1) make any public comment or proposal with respect to any Acquisition Proposal involving the Company, (2) become a member of a Group (other than a Group comprised solely of the Purchaser and its subsidiaries) with respect to the Common Stock or other equity securities of the Company, (3) solicit proxies or initiate, propose or become a participant in a solicitation (as such terms are defined in Regulation 14A under the Exchange Act) with respect to the Company in opposition to any matter which has been recommended by the Board of Directors of the Company or in favor of any matter which has not been approved by the Board of Directors of the Company, (4) enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the foregoing, or (5) disclose to any third party any intention, plan or arrangement inconsistent with the foregoing. Notwithstanding the foregoing, the Purchaser or its Affiliates may make an Acquisition Proposal (as defined in Section 8.1) to the Board of Directors of the Company which is subject to approval by the Board of Directors of the Company and which does not require the Company to make a public announcement. Other than as set forth in the immediately preceding sentence, neither the Purchaser nor its Affiliates shall, without approval of the Board of Directors, take any actions with respect to any Acquisition Proposal (including any Acquisition Proposal made by the Purchaser or its Affiliates) that would require the Company to make a public announcement. (b) Notwithstanding anything in this Agreement to the contrary, (1) if the Company or the Principal Stockholder sells to any Person or Group (other than the Principal Stockholder or its Affiliates) shares of Common Stock such that, as a result of such sale such Person or Group would Beneficially own more than 5% of the shares of the Common Stock then issued and outstanding, and such Person or Group is subject to an agreement with the Company restricting or prohibiting the actions of such Person or Group in respect of matters similar to those addressed in Section 7.3(a), the provisions of Section 7.3(a) (and those of Section 8.4 relating thereto) will be revised to be the same as the corresponding provisions of such Person's or Group's standstill provision to the extent that such revisions would cause the Purchaser's standstill provisions to be less restrictive to the Purchaser, and (2) if the Company or the Principal Stockholder sells to any Person or Group (other than the Principal Stockholder or its Affiliates) shares of Common Stock such that, as a result of such sale such Person or Group would Beneficially own 10% or more of the shares of the Common Stock then issued and outstanding, and such Person or Group is not subject to an agreement with the Company restricting or prohibiting the actions of such Person or Group in respect of matters similar to those addressed in Section 7.3(a), the provisions of Section 7.3(a) (and those of Section 8.4 relating thereto) will terminate. (c) The Company shall provide the Purchaser with written notice of the occurrence of any of the events set forth in the first proviso of Section 7.1(a), or in Section 7.3(b). 7.4 Early Termination. Notwithstanding anything in this Agreement to the contrary, the obligations that the Purchaser and its Affiliates and representatives have under Sections 7.1 (other than Section 7.1(c)), 7.2 (other than Section 7.2(d)) and 7.3 will terminate upon, without further action by any Person the earliest to occur of (1) the public announcement by or on behalf of any Person or Group (other than the Purchaser and its Affiliates) of the commencement of an Offer to acquire Beneficial Ownership of outstanding shares of Common Stock such that after such acquisition such Person or Group would Beneficially Own more than 30% of the outstanding shares of Voting Stock, but only if (A) the Company has not, within 10 days after announcement of such Offer (or such longer period as may then be permitted under applicable law for the Company's initial recommendation with respect to such Offer), publicly recommended that such Offer not be accepted, or (B) all of the material conditions to such Offer relating to the elimination or satisfaction of the material defensive provisions established by the Company, including any rights plan or similar defensive provision of the Company, have been satisfied or waived; (2) the receipt by the Company of an Acquisition Proposal from any Person or Group (other than the Purchaser and its Affiliates), but only if the Company has not, within 10 days after receipt of such Acquisition Proposal, rejected such Acquisition Proposal; (3) the public announcement by or on behalf of any Person or Group (other than the Purchaser and its Affiliates) of the commencement of a bona fide proxy or consent solicitation subject to Section 14 of the Exchange Act (or any successor provision) to elect or remove a majority of the directors of the Company which is not, within 10 days after the announcement of such proxy or consent solicitation (or such longer period as may then be permitted under applicable law for the Company's initial recommendation with respect to such Offer if such a period is specified) publicly opposed by the Company's Board of Directors and which would, if successful, result in a change in the composition of a majority of the Board of Directors of the Company; (4) the occurrence of a Change of Control (as defined in Section 8.1) of the Company; (5) the acceptance or approval by the Company of an Acquisition Proposal or recommendation by the Company that an Offer be accepted; (6) the public announcement by the Company that it is "for sale"; (7) the execution of a definitive agreement with any Person or Group (other than the Principal Stockholder or its Affiliates) to acquire shares of Common Stock such that, as a result of such acquisition such Person or Group would Beneficially Own more than 30% of the shares of the Common Stock then issued and outstanding, and (8) the execution of a definitive agreement with any Person or Group (other than the Principal Stockholder or its Affiliates) to acquire shares of Common Stock such that, as a result of such acquisition such Person or Group would Beneficially Own more than 20% of the shares of Common Stock of the Company and at such time the Principal Stockholder and its Affiliates Beneficially Own less than 20% of the shares of Common Stock of the Company. The Company shall provide the Purchaser with prompt written notice of the occurrence of any of the events set forth in (i) Section 7.4(1)(B), (ii) the receipt by the Company of an Acquisition Proposal from any Person or Group (such notice to be provided within 10 days after receipt thereof, but without disclosing the terms thereof or the identity of such Person or Group), (iii) Section 7.4(4), (iv) Section 7.4(5), or (v) Section 7.4(6). 7.5 Strategic Sessions; Director. (a) Prior to the Regulatory Relief Date (as defined in Section 8.1), the Purchaser shall be entitled to designate, at its option, a representative (the "Purchaser Representative") to meet (telephonically or otherwise) periodically, but not less frequently than once every three months, with the Chairman of the Board, Chief Executive Officer or President of the Company (the "Company Representative"). The Company shall make the sole determination as to the identity of the Company Representative and shall give the Purchaser 15 days notice of who the Company Representative shall be, and the Purchaser Representative will be an executive of equivalent or higher seniority of BellSouth Corporation. The Company Representative shall also provide to Purchaser Representative of all materials delivered to the Company's Board of Directors (other than those he deems to be inappropriate), and promptly (but in any event within 3 business days) following any meeting of the Company's Board of Directors, shall discuss with the Purchaser Representative the general matters covered in such meeting of the Board of Directors, in each case, subject to the proviso in the next sentence. At such meeting between the Company Representative and the Purchaser Representative, the Company Representative will disclose to the Purchaser Representative in all material respects the substance of any discussions relating to the strategic plans of the Company that took place among the Company's Board of Directors at any regular or special meeting since the date of the last meeting between the Purchaser Representative and the Company Representative; provided, however, that (1) the Purchaser shall agree to keep strictly confidential any information relating to the Company that the Purchaser Representative shall obtain in connection with the foregoing, and shall (A) not disclose such information, in whole or in part, to any Person other than the Chairman of the Board, Chief Executive Officer, President, Executive Vice Presidents, Vice President of Corporate Development or General Counsel of BellSouth Corporation (the "Key Officials") for any reason whatsoever, and (B) inform the Purchaser Representative and the Key Officials of the confidential nature of such information and of applicable securities laws and other laws in connection therewith (or, subject to Section 7.5(c), at any time thereafter, in the case of the resignation or removal of the Purchaser Director); and (2) the Company Representative shall not be obligated to disclose to the Purchaser Representative (A) sensitive competitive information of the Company or (B) any other information if doing so could, in the judgment of the Company Representative, violate any obligation or duty (whether contractual, statutory, fiduciary or otherwise) to which the Company or its officers, directors or employees were then subject (including, without limitation, obligations of confidentiality) or otherwise subject the Company or any of such Persons to any liability or otherwise materially and adversely affect the interests of the Company. (b) After the Regulatory Relief Date (or, subject to Section 7.5(c), at any time thereafter, in the case of the resignation or removal of the Purchaser Director), the Purchaser shall be entitled to designate, at its option, one individual who shall be reasonably satisfactory to the Company at time of initial designation (the "Purchaser Director"). Promptly following such designation, the Board of Directors of the Company will take all action necessary to elect the Purchaser Director as a member of the Board of Directors of the Company, and thereafter the Company shall continue to nominate the Purchaser Director, solicit proxies and otherwise encourage his re-election, in each case to the extent it takes such action with respect to the other directors, to serve until such time as provided in Section 7.5(c). The Purchaser Director shall not be entitled to receive (A) sensitive competitive information of the Company or (B) any other information if doing so could, in the judgment of the Chairman or Chief Executive Officer of the Company, violate any obligation or duty (whether contractual, statutory, fiduciary or otherwise) to which the Company or its officers, directors or employees were then subject (including, without limitation, obligations of confidentiality) or otherwise subject the Company or any of such Persons to any liability or otherwise materially and adversely affect the interests of the Company. (c) Notwithstanding anything in this Agreement to the contrary, the obligations that the Company and its Affiliates and representatives have under this Section 7.5 will terminate, without further action by any Person, upon the earliest to occur of (1) termination of the Master Agreement, and (2) the Transfer by the Purchaser of more than 9,250,000 shares of Common Stock. At such time, or if earlier requested to do so by the Chairman of the Board of Directors of the Company, the Purchaser Director, if any, shall promptly resign his position as a member of the Company's Board of Directors. 7.6 Company Actions. The Company shall not repurchase Shares of Common Stock, reorganize its capital structure or take other similar action such that, as a result of such action, the Purchaser shall Beneficially Own more than 10% of the Shares of Common Stock then issued and outstanding. ARTICLE VIII MISCELLANEOUS 8.1 Certain Definitions. As used in this Agreement: (a) The term "Acquisition Proposal" shall mean a bona fide written proposal received by the Company from any Person or Group that contemplates a transaction which, if effected, would constitute a Change of Control of the Company. (b) The term "Affiliate" shall have the meaning given such term in Rule 12b-2 under the Exchange Act. (c) The terms "Beneficial Ownership" and "Beneficial Owner" shall have the meanings given such terms in Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder. (d) The term "Change of Control" shall mean (1) an acquisition of, or the entering into of a definitive agreement with the Company to acquire, Voting Stock by a Person or Group (other than the Principal Stockholder or its Affiliates) in a purchase or transaction or series of purchases or transactions if immediately thereafter such Person or Group has, or would have, Beneficial Ownership of more than 50% of the combined voting power of the Company's then outstanding Voting Stock; (2) the execution of an agreement providing for a tender offer, merger, consolidation or reorganization, or series of such related transactions involving the Company, unless both (x) the stockholders of the Company, immediately after such transaction or transactions shall Beneficially Own at least 50% of the Voting Stock of the Company (or, if the Company shall not be the surviving company in such merger, consolidation or reorganization, such surviving company), and (y) the Company is not subject to an agreement that contemplates that individuals who are then directors of the Company (or individuals designated by the Company at or before the closing of such transaction) shall constitute less than a majority of the directors of the Company (or such surviving company, as the case may be) after the closing of such transaction; (3) a change or changes in the membership of the Company's Board of Directors which represent a change of a majority or more of such membership during any twelve month period (unless such change or changes in membership are caused by the actions of the then existing Board of Directors and do not occur within twelve months of the commencement, threat or proposal of an Election Contest (as such term is defined in Rule 14a-11 of Regulation 14A under the Exchange Act), tender offer or other transaction which would constitute a Change of Control under (1) or (2) of this Section 8.1(b)); (4) a sale of all or substantially all of the Company's assets; or (5) an Insolvency Proceeding (as defined in Section 8.1). (e) The term "Governmental Entity" shall mean any agency, bureau, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state, county or local, domestic or foreign. (f) The term "Group" shall have the meaning given such term in Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder. (g) The term "Insolvency Proceeding" shall mean (1) an assignment for the benefit of creditors, (2) the filing by the Company of a petition to have the Company adjudged insolvent, bankrupt or seeking a reorganization or liquidation under any law relating to bankruptcy, insolvency or receivership, (3) an appointment of a receiver or trustee for all or substantially all of the assets of the Company unless appointed without the Company's consent, in which case if after 60 days such appointment has not been vacated or stayed, (4) a public admission in writing of the Company's inability to pay its debts as they come due, or (5) the adoption of a plan of liquidation or dissolution by the Board of Directors of the Company. (h) The term "Material Adverse Effect" shall mean, with respect to any Person, a material adverse effect on the business, properties, operations, or condition (financial or otherwise) of such Person (and its subsidiaries), taken as a whole. (i) The term "Person" shall mean any person, individual, corporation, partnership, trust or other non-governmental entity or any governmental agency, court, authority or other body (whether foreign, federal, state, local or otherwise). (j) The term "Regulatory Relief Date" shall mean the date on which the Purchaser and the Company mutually agree that the Purchaser and/or one or more of its Affiliates have obtained all necessary federal and state regulatory approvals to provide originating landline, interLATA long-distance service (and currently prohibited terminating services) in five states (including either Florida or Georgia) pursuant to the Communications Act of 1934, as amended by the Telecommunications Act of 1996. (k) The term "Voting Stock" shall mean (1) the Common Stock and any other securities issued by the Company having the ordinary power to vote in the election of directors of the Company (other than securities having such power only upon the happening of a contingency), and (2) the common stock and any other securities issued by any successor to the Company pursuant to a merger, consolidation or reorganization having the ordinary power to vote in the election of directors of such successor company (other than securities having such power only upon the happening of a contingency). (l) As used herein, any references to specified numbers (but not percentages) of Shares or of Common Stock shall be deemed to be references to such number of Shares or of Common Stock as may be adjusted in the event of any change in the capital stock of the Company by reason of stock dividends, split-ups, reverse split-ups, mergers, recapitalizations, subdivisions, conversions, exchanges of shares or the like occurring after the date of this Agreement. 8.2 Further Assurances. (a) Each of the Company and the Purchaser shall use its commercially reasonable efforts to take all actions required under any law, rule or regulation to ensure that the conditions to the Closing set forth herein are satisfied on or before the Closing Date. (b) In furtherance and not in limitation of the foregoing, each of the Company and the Purchaser hereby agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby and by the Other Purchase Agreement as promptly as practicable after the date hereof (but in no event later than five business days after the date hereof) or (y) if later, five business days after the receipt by the Purchaser of all information from the Company reasonably necessary for the Purchaser's preparation of such filing) and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to use commercially reasonably efforts to cause the expiration or early termination of the applicable waiting periods under the HSR Act as soon as practicable. Nothing in this Section 8.2 shall require any of the Company and its Affiliates or the Purchaser and its Affiliates to sell or otherwise dispose of, or permit the sale or other disposition of, any assets, whether as a condition to obtaining any approval from a Governmental Entity or any other Person for any other reason. In addition to any other remedies available to the Company, if the Notification and Report Form is not filed within the period specified in the first sentence of this Section 8.2(b) for any reason other than a delay by the Company, the Company may, within 5 business days after the date of such filing and by written notice to the Purchaser, extend the Termination Date (as defined in Section 8.10) for such number of days beyond the period specified above that the filing was delayed. (c) Each of the Company and the Purchaser shall, in connection with the efforts referenced in Section 8.2(a), use commercially reasonable efforts to obtain all requisite approvals and authorizations for the sale and purchase of the Shares under the HSR Act or any other law, rule, regulation, order or decree (collectively, the "Laws"). In furtherance and not in limitation of the foregoing, each of the Company and the Purchaser shall (1) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (2) promptly inform the other party of any communication received by such party from, or given by such party to any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (3) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (d) In furtherance and not in limitation of the covenants of the parties contained in Sections 8.2(a), (b) and (c), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the purchase of the Shares contemplated by this Agreement as violative of any Law, each of the Company and the Purchaser shall cooperate in all respects with each other and use commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 8.2 shall limit a party's right to terminate this Agreement pursuant to Section 8.10, so long as such party has complied with this Section 8.2. (e) If any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted by any Governmental Entity or any private party challenging the purchase of the Shares contemplated hereby as violative of any Law, each of the Company and the Purchaser shall use commercially reasonable efforts to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Law so as to permit consummation of the transactions contemplated by this Agreement. 8.3 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law. 8.4 Survival; Termination of Covenants. The representations and warranties in Articles III and IV of this Agreement shall survive until 30 days following the filing by the Company with the SEC of its first annual report on Form 10-K after the date hereof, except for the representations and warranties in Sections 3.5, 3.9 and 3.11, and in Sections 4.4 through 4.11 hereof, which shall continue to survive. The covenants and agreements of the Purchaser under (a) Sections 7.1 (other than in 7.1(c)) and 7.3 hereof shall terminate on the second anniversary of the Closing Date, and (b) Section 7.2 hereof that by their terms survive the Sale Restriction Termination Date shall terminate on the fifth anniversary of the Closing Date, in each case subject to earlier termination thereof as set forth in Section 7.4. The covenants and agreements of the Company in Section 7.6 shall terminate on the earlier of the fifth anniversary of the date hereof and the date on which the Purchaser shall have Transferred all the Shares. 8.5 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Agreement or any of its rights or obligations hereunder to any Person without the prior written consent of the other party; provided that the Purchaser may assign its rights and obligations hereunder to any of BellSouth Corporation and its direct or indirect, wholly-owned subsidiaries. 8.6 Amendments; Etc. No amendment, modification, termination, or waiver of any provision of this Agreement, and no consent to any departure by a party to this Agreement from any provision of this Agreement, shall be effective unless it shall be in writing and signed and delivered by the other party to this Agreement, and then it shall be effective only in the specific instance and for the specific purpose for which it is given. 8.7 Entire Agreement. This Agreement and the Registration Rights Agreement embody the entire agreement and understanding of the parties and supersede all prior agreements or understandings with respect to the subject matter thereof. 8.8 Notices. All notices, requests and other communications to any party under this Agreement shall be in writing. Communications may be made by telecopy or similar writing. Each communication shall be given to the party at its address set forth below or at any other address as the party may specify for this purpose by notice to the other party. Each communication shall be effective (1) if given by telecopy, when the telecopy is transmitted to the proper address and the receipt of the transmission is confirmed, (2) if given by mail, 72 hours after the communication is deposited in the mails properly addressed with first class postage prepaid or (3) if given by any other means, when delivered to the proper address and a written acknowledgement of delivery is received. (a) If to the Company, to: Qwest Communications International Inc. 700 Qwest Tower 555 Seventeenth Street Denver, Colorado 80202 Facsimile Number: (303) 992-1798 Attention: Chief Financial Officer with a copy addressed as set forth above but to the attention of General Counsel, Facsimile Number: (303) 992-1044 and with an additional copy to: Steven L. Grossman O'Melveny & Myers LLP 1999 Avenue of the Stars, Suite 700 Los Angeles, California 90067 Facsimile Number: (310) 246-6779 (b) If to the Purchaser, to: BellSouth Enterprises, Inc. 1155 Peachtree Street, N.E. Suite 2000 Atlanta, Georgia 30309-3610 Facsimile Number: (404) 249-2658 Attention: Keith O. Cowan and with additional copies to: BellSouth Corporation 1155 Peachtree Street, N.E. Atlanta, Georgia 30309-3610 Facsimile Number: (404) 249-2629 Attention: E. John Whelchel Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Facsimile Number: (212) 859-4000 Attention: Gail L. Weinstein 8.9 Fees, Costs and Expenses. All fees, costs and expenses (including attorneys' fees and expenses) incurred by either party hereto in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, shall be the sole and exclusive responsibility of such party; provided, however, that the Purchaser shall pay the filing fee for the Notification and Report Form pursuant to the HSR Act. 8.10 Termination. (a) This Agreement may be terminated at any time prior to the Closing Date: (1) by mutual written consent of the Company and the Purchaser; (2) by either the Company or the Purchaser if the other materially breaches this Agreement and such breach remains uncured for 30 days after receipt by the breaching party of written notice thereof; (3) by either the Company or the Purchaser if the Closing Date shall not have occurred on or before the date that is 120 days after the date of this Agreement (the "Termination Date"), unless prior to the Termination Date any party reasonably determines that it is substantially unlikely that the conditions to such party's obligations will be fulfilled by the Termination Date and delivers to the other party a notice to such effect, in which case this Agreement will terminate within ten days after receipt of such notice by the other party. The right to terminate this Agreement under this Section 8.10(a)(3) shall be not available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of any condition to be satisfied. (b) In the event of termination of this Agreement by either the Company or the Purchaser as provided in this Section 8.10, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of the Company or the Purchaser except with respect to Sections 3.11, 4.11 and 8.9 and this Section 8.10(b); provided, however, that in the case of termination as provided in Section 8.10(a)(2), the breaching party shall not be absolved from any liability with respect to breach of this Agreement. 8.11 Severability of Provisions. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of the provision in any other jurisdiction. 8.12 Publicity. The Company and the Purchaser shall agree on the form and content of the initial public announcement which shall be made concerning this Agreement and the transactions contemplated hereby, and neither the Company nor the Purchaser shall make such public announcement without the consent of the other, except as required by law. 8.13 Headings and References. Section headings in this Agreement are included for the convenience of reference only and do not constitute a part of this Agreement for any other purpose. References to parties, express beneficiaries and sections in this Agreement are references to the parties to or the express beneficiaries and sections of this Agreement, as the case may be, unless the context shall require otherwise. 8.14 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were on the same instrument. 8.15 Exclusive Jurisdiction. Each party (1) agrees that any action, complaint, counterclaim, investigation, petition, suit or other proceeding, whether civil or criminal, in law or in equity, or before any arbitrator, court or Governmental Entity (each, an "Action"), with respect to this Agreement or any transaction contemplated by this Agreement shall be brought exclusively in the courts of the State of New York or of the United States of America for the Southern District of New York, in each case sitting in the Borough of Manhattan, State of New York, (2) accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of those courts and (3) irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any legal action in those jurisdictions; provided, however, that any party may assert in an Action in any other jurisdiction or venue each mandatory defense, third-party claim or similar claim that, if not so asserted in such Action, may thereafter not be asserted by such party in an original Action in the courts referred to in clause (1) above. 8.16 Waiver of Jury Trial. Each party waives any right to a trial by jury in any Action to enforce or defend any right under this Agreement or any amendment, instrument, document or agreement delivered, or which in the future may be delivered, in connection with this Agreement and agrees that any Action shall be tried before a court and not before a jury. 8.17 Non-Recourse. No recourse under this Agreement shall be had against any "controlling person" (within the meaning of Section 20 of the Exchange Act) of any party or the stockholders, directors, officers, employees, agents and Affiliates of such party or such controlling persons, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any Regulation, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by such controlling person, stockholder, director, officer, employee, agent or Affiliate, as such, for any obligations of such party under this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation; provided, however, that nothing contained in this Section 8.17 shall be deemed to be a waiver by the Company or any such controlling person, stockholder, director, officer, employee, agent or Affiliate of the Company of their respective liabilities under applicable federal or state securities laws, rules or regulations. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above. BELLSOUTH ENTERPRISES, INC. By: /s/ Keith O. Cowan Name: Keith O. Cowan Title: Authorized Signatory QWEST COMMUNICATIONS INTERNATIONAL INC. By: /s/ Drake S. Tempest Drake S. Tempest Executive Vice President and General Counsel S-1 Exhibit A Form of Opinion of Counsel to the Company April ___, 1999 [VOLCANO] Attention: Ladies and Gentlemen: We have acted as counsel to Qwest Communications International Inc., a Delaware corporation (the "Company"), in connection with the Common Stock Purchase Agreement dated as of April ___, 1999, by and between [Volcano], a __________ corporation ("[Volcano]") and the Company (the "Purchase Agreement"). We are providing this opinion to you at the request of the Company pursuant to Section 5.9 of the Purchase Agreement. In our capacity as such counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate. As to relevant factual matters, we have relied upon, among other things, the Company's factual representations in an Officer's Certificate dated April ___, 1999, a copy of which has been delivered to you. In addition, we have obtained and relied upon those certificates of public officials we considered appropriate. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies. On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, upon payment for and delivery of the Shares in accordance with the Purchase Agreement and the countersigning of the certificate or certificates representing the Shares by a duly authorized signatory of the registrar for the Common Stock, the Shares will be validly issued, fully paid and non-assessable. The law covered by this opinion is limited to the present Delaware General Corporation Law. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction. This opinion is furnished by us as counsel for the Company and may be relied upon by you only in connection with the consummation of the transactions contemplated by the Purchase Agreement. It may not be used or relied upon by you for any other purpose or by any other person, nor may copies be delivered to any other person, without in each instance our prior written consent. This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention, or any changes in laws which may hereafter occur. Respectfully submitted, COMMON STOCK PURCHASE AGREEMENT by and between QWEST COMMUNICATIONS INTERNATIONAL INC. and BELLSOUTH ENTERPRISES, INC. Dated as of April 19, 1999 TABLE OF CONTENTS Page ARTICLE I AGREEMENT TO PURCHASE AND SELL COMMON STOCK 1.1 Agreement to Purchase and Sell Common Stock.......................1 ARTICLE II CLOSING DATE; DELIVERY 2.1 Closing Date......................................................1 2.2 Delivery..........................................................2 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3.1 Corporate Existence and Power.....................................2 3.2 Authorization; Contravention......................................3 3.3 SEC Documents.....................................................3 3.4 Approvals.........................................................4 3.5 Binding Effect....................................................4 3.6 Financial Information.............................................4 3.7 Absence of Certain Changes or Events..............................4 3.8 Litigation........................................................5 3.9 Capitalization....................................................5 3.10 Absence of Certain Agreements.....................................5 3.11 No Broker.........................................................6 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 4.1 Corporate Existence and Power.....................................6 4.2 Authorization; Contravention......................................6 4.3 Approvals.........................................................6 4.4 Binding Effect....................................................6 4.5 Investment........................................................7 4.6 Disclosure of Information.........................................7 4.7 Investment Experience.............................................7 4.8 Accredited Investor Status........................................7 4.9 Restricted Securities.............................................7 4.10 Investigation.....................................................7 4.11 No Broker.........................................................8 TABLE OF CONTENTS (continued) Page ARTICLE V CONDITIONS TO OBLIGATION OF THE PURCHASER 5.1 Representations and Warranties....................................8 5.2 Covenants.........................................................8 5.3 HSR Act...........................................................8 5.4 No Order Pending..................................................8 5.5 No Law Prohibiting or Restricting Sale of the Shares..............8 5.6 Registration Rights Agreement.....................................8 5.7 Other Purchase Agreement..........................................8 5.8 Master Agreement..................................................9 5.9 Opinion of Counsel................................................9 ARTICLE VI CONDITIONS TO OBLIGATION OF THE COMPANY 6.1 Representations and Warranties....................................9 6.2 Covenants.........................................................9 6.3 HSR Act...........................................................9 6.4 No Order Pending..................................................9 6.5 No Law Prohibiting or Restricting the Sale of the Shares..........9 6.6 Registration Rights Agreement.....................................9 6.7 Other Purchase Agreement.........................................10 6.8 Master Agreement.................................................10 ARTICLE VII COVENANTS OF THE PURCHASER AND THE COMPANY 7.1 Purchase Restrictions............................................10 7.2 Sale Restrictions................................................11 7.3 Other Restrictions...............................................12 7.4 Early Termination................................................13 7.5 Strategic Sessions; Director.....................................14 7.6 Company Actions..................................................15 ARTICLE VIII MISCELLANEOUS 8.1 Certain Definitions..............................................15 8.2 Further Assurances...............................................17 TABLE OF CONTENTS (continued) Page 8.3 Governing Law....................................................18 8.4 Survival; Termination of Covenants...............................19 8.5 Successors and Assigns...........................................19 8.6 Amendments; Etc..................................................19 8.7 Entire Agreement.................................................19 8.8 Notices..........................................................19 8.9 Fees, Costs and Expenses.........................................20 8.10 Termination......................................................20 8.11 Severability of Provisions.......................................21 8.12 Publicity........................................................21 8.13 Headings and References..........................................21 8.14 Counterparts; Effectiveness......................................21 8.15 Exclusive Jurisdiction...........................................21 8.16 Waiver of Jury Trial.............................................22 8.17 Non-Recourse.....................................................22 EX-3 4 ANSCHUTZ COMMON STOCK PURCHASE AGREEMENT COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is made as of April 19, 1999, by and between BELLSOUTH ENTERPRISES, INC., a Georgia corporation (the "Purchaser"), and ANSCHUTZ COMPANY, a Delaware corporation (the "Seller"). RECITALS A. The Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, 16,650,000 shares of the Common Stock of Qwest Communications International Inc., a Delaware corporation (the "Company"), $0.01 par value per share (the "Common Stock"), on the terms and conditions set forth in this Agreement. B. Concurrently herewith, the Purchaser is entering into the Common Stock Purchase Agreement dated as of April 19, 1999 (the "Company Purchase Agreement"), by and between the Purchaser and the Company for the purchase of 20,350,000 shares of Common Stock on the terms and conditions set forth in the Company Purchase Agreement. C. Concurrently herewith, the Company and the Purchaser are entering into a Registration Rights Agreement dated as of even date herewith by and between the Company and the Purchaser (the "Registration Rights Agreement"), to provide for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the disposition of the shares of Common Stock purchased under this Agreement and the Company Purchase Agreement pursuant to the terms thereof. AGREEMENT The parties agree as follows: ARTICLE I AGREEMENT TO PURCHASE AND SELL COMMON STOCK 1.1 Agreement to Purchase and Sell Common Stock. Upon the terms and subject to the conditions of this Agreement, the Seller hereby agrees to sell to the Purchaser at the Closing (as defined in Section 2.1), and the Purchaser agrees to purchase from the Seller at the Closing, 16,650,000 shares (each, a "Share" and collectively, the "Shares") of Common Stock at $94.50 per Share for an aggregate purchase price of $1,573,425,000.00 (the "Purchase Price"). ARTICLE II CLOSING DATE; DELIVERY 2.1 Closing Date. The Closing of the purchase and sale of the Shares hereunder (the "Closing") shall be held at the offices of the Company at 10:00 a.m. on the third business day after the satisfaction or waiver of the conditions set forth in Articles V and VI, or at such other time and place as the Seller and the Purchaser mutually agree, and shall be held simultaneously with the closing of the Company Purchase Agreement (the date of the Closing being hereinafter referred to as the "Closing Date"). 2.2 Delivery. At the Closing, the Seller will deliver to the Purchaser a certificate or certificates representing the Shares, duly endorsed for transfer, against payment of the aggregate Purchase Price by wire transfer of immediately available funds to an account designated by the Seller. The certificate or certificates representing the Shares shall be subject to a legend restricting transfer under the Securities Act and referring to restrictions on transfer herein, such legend to be substantially as follows: "The shares represented by this certificate have been acquired for investment and have not been registered under the Securities Act of 1933, as amended. Such shares may not be sold or transferred in the absence of such registration or an opinion of counsel reasonably satisfactory to the Company and the Seller as to the availability of an exemption from registration. The shares represented by this certificate are subject to restrictions on transfer, including any sale, pledge or other hypothecation, set forth in an agreement dated as of April 19, 1999, between the Company and BellSouth Enterprises, Inc., and an agreement dated as of April 19, 1999, between BellSouth Enterprises, Inc. and Anschutz Company, copies of each of which may be obtained at no cost by written request made by the holder of record of this certificate to the secretary of the Company at the Company's principal executive offices." ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER The Seller hereby represents and warrants to the Purchaser as follows: 3.1 Corporate Existence and Power. Each of the Seller and the Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company (1) has all necessary corporate power and authority and all material licenses, authorizations, consents and approvals required to own, lease, license or use its properties now owned, leased, licensed or used and proposed to be owned, leased, licensed or used and to carry on its business as now conducted and proposed to be conducted, (2) is duly qualified as a foreign corporation under the laws of each jurisdiction in which qualification is required either to own, lease, license or use its properties now owned, leased, licensed or used or to carry on its business as now conducted, except where the failure to effect or obtain such qualification, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (as defined in Section 8.1) on the Company, and (3) has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 3.2 Authorization; Contravention. The execution and delivery by the Seller of this Agreement and the performance by the Seller of its obligations under this Agreement, and the sale and delivery of the Shares hereunder, have been duly authorized by all necessary corporate action and do not and will not contravene, violate, result in a breach of or constitute a default under, (1) its certificate of incorporation or bylaws, (2) any regulation of any Governmental Entity (as defined in Section 8.1) or any decision, ruling, order or award of any arbitrator by which it or any of its properties may be bound or affected, or (3) any agreement, indenture or other instrument to which it is a party or by which it or its properties may be bound or affected, except in each case referred to in the preceding clauses for contraventions, violations, breaches or defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Seller, or materially impair or restrict the Seller's power to perform its obligations as contemplated under said agreements. The Shares are validly issued, fully paid and nonassessable and free and clear of any liens. The sale of the Shares will not give rise to any preemptive rights, rights of first refusal or other rights to acquire Common Stock on behalf of any Person (as defined in Section 8.1). The Shares have been validly issued, are fully paid and nonassessable, and are owned beneficially and of record by the Seller, free and clear of any liens, claims, encumbrances or other contractual restrictions of any kind. The transfer and delivery of the Shares by the Seller to the Purchaser, as contemplated by this Agreement will transfer good title to the Shares to the Purchaser, free and clear of all security interests, liens, claims, encumbrances and other contractual restrictions of any kind, in each case except for any of the foregoing created or permitted to exist by or on behalf of the Purchaser. 3.3 SEC Documents. The Company has filed with the Securities and Exchange Commission (the "SEC") all reports, schedules, forms, statements and other documents required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be filed by the Company since June 27, 1997 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of their respective dates, except to the extent revised or superseded by a subsequent filing with the SEC on or before the date of this Agreement, the Company SEC Documents filed by the Company complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the Company SEC Documents (including any and all financial statements included therein) filed by the Company as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as set forth in the Company SEC Documents, neither the Company nor any of its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would reasonably be expected to have a Material Adverse Effect on the Company. 3.4 Approvals. In reliance on the representations of the Purchaser contained in Sections 4.5, 4.7, 4.8 and 4.9, no consent, approval or authorization of or designation, declaration or filing with any Governmental Entity on the part of the Seller is required in connection with the due execution and delivery of this Agreement, or the offer, sale of the Shares, except for (a) those required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and (b) such filings as may be required to be made with the SEC. 3.5 Binding Effect. This Agreement constitutes the legally valid and binding obligation of the Seller enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. 3.6 Financial Information. The consolidated balance sheet of the Company and its consolidated subsidiaries as of December 31, 1998, and the related consolidated statements of operations and stockholders' equity and cash flows for the fiscal year then ended, reported on by KPMG Peat Marwick LLP, true and complete copies of which have been delivered by the Company to the Purchaser, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of that date and their consolidated results of operations and cash flows for the year then ended. 3.7 Absence of Certain Changes or Events. Except as disclosed in the Company SEC Documents filed, or as otherwise publicly disclosed, prior to the date hereof, since December 31, 1998, there has not been (1) any declaration, setting aside or payment of any dividend or distribution (whether in cash, stock or property) with respect to any of the Company's capital stock, (2) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, (3) any damage, destruction or loss of property, whether or not covered by insurance, that has or would reasonably be expected to have a Material Adverse Effect on the Company, (4) any change in accounting methods, principles or practices by the Company materially affecting its assets, liabilities, or business, except insofar as may have been required by a change in GAAP or (5) any event or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company. 3.8 Litigation. (a) There is no action, suit or proceeding pending or, to the Sellers' knowledge, threatened against the Seller or any of its Affiliates or the Company or any of its subsidiaries that (1) impairs (or, if successful, would so impair) in any material respect the ability of the Seller or the Company to perform its respective obligations under this Agreement, or the Company Purchase Agreement and the Registration Rights Agreement, as the case may be, or (2) restricts in any material respect or prohibits (or, if successful, would so restrict or prohibit) the sale of the Shares to the Purchaser. (b) Except as disclosed in the Company SEC Documents filed with the SEC on or prior to the date hereof, there is no action, suit or proceeding pending or, to the Seller's knowledge, threatened against the Seller or any of its Affiliates or the Company or any of its subsidiaries that, individually or in the aggregate, if determined adversely to any of them, would reasonably be expected to have a Material Adverse Effect on the Company. 3.9 Capitalization. (a) As of the date of this Agreement, the authorized capital stock of the Company consists of 600,000,000 shares of the Common Stock and 25,000,000 shares of preferred stock, par value $0.01 per share, of the Company (the "Company Preferred Stock"). (b) As of March 31, 1999, there are (1) 350,735,529 shares of the Common Stock issued and outstanding, (2) no shares of the Common Stock held in the treasury of the Company, (3) no shares of the Company Preferred Stock issued and outstanding, (4) 40,725,059 shares of the Common Stock reserved for issuance upon exercise of outstanding stock options issued by the Company to current or former employees and directors of the Company and its subsidiaries, and (5) 10,163,380 shares of the Common Stock reserved for issuance upon exercise of authorized but unissued stock options. (c) All outstanding shares of the Common Stock are duly authorized, validly issued, fully paid and nonassessable, free from any liens created by the Company with respect to the issuance and delivery thereof and not subject to preemptive rights. (d) No Person (other than the Purchaser and the Seller) has the right to cause the Company to register shares of Common Stock on a registration statement filed pursuant to the Registration Rights Agreement. 3.10 Absence of Certain Agreements. There are no material discussions between the Seller or any of its Affiliates, on the one hand, and any Person (other than the Purchaser), on the other hand that, as of the date hereof, would reasonably be expected to lead to an agreement within 30 days after the date hereof for (1) a transaction resulting in a Change of Control, (2) a transaction involving the Seller that would include the acquisition of Beneficial Ownership by a Person of more than 5% of the outstanding Voting Stock (as defined in Section 8.1), or (3) the acquisition by the Company of any business for an aggregate purchase price (including assumption of indebtedness) of at least $1,500,000,000.00. 3.11 No Broker. The Seller has not engaged, consented to or authorized any broker, finder or intermediary to act on its behalf, directly or indirectly, as a broker, finder or intermediary in connection with the transactions contemplated by this Agreement. The Seller hereby agrees to indemnify and hold harmless the Purchaser from and against all fees, commissions or other payments owing to any party acting on behalf of the Seller hereunder. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER The Purchaser hereby represents and warrants to the Seller as follows: 4.1 Corporate Existence and Power. The Purchaser (1) is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Georgia, (2) has all necessary corporate power and authority and all material licenses, authorizations, consents and approvals required to own, lease, license or use its properties now owned, leased, licensed or used and proposed to be owned, leased, licensed or used and to carry on its business as now conducted and proposed to be conducted, (3) is duly qualified as a foreign corporation under the laws of each jurisdiction in which qualification is required either to own, lease, license or use its properties now owned, leased, licensed or used or to carry on its business as now conducted, except where the failure to effect or obtain such qualification, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Purchaser, and (4) has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. 4.2 Authorization; Contravention. The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations under this Agreement, have been duly authorized by all necessary corporate action and do not and will not contravene, violate, result in a breach of or constitute a default under, (1) its articles of incorporation or bylaws, or (2) any regulation of any Governmental Entity or any decision, ruling, order or award of any arbitrator by which it or any of its properties may be bound or affected, except in each case referred to in the preceding clauses for contraventions, violations, breaches or defaults that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Purchaser. 4.3 Approvals. No consent, approval or authorization of or designation, declaration or filing with any Governmental Entity on the part of the Purchaser is required in connection with the due execution and delivery of this Agreement, or the acquisition of the Shares by Purchaser, except for (a) those required under the HSR Act, and (b) such filings as may be required to be made with the SEC. 4.4 Binding Effect. This Agreement constitutes the legally valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. 4.5 Investment. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations and warranties contained herein. 4.6 Disclosure of Information. The Purchaser has had full access to all information it considers necessary or appropriate to make an informed investment decision with respect to the Shares to be purchased by the Company under this Agreement. The Purchaser further has had an opportunity to ask questions and receive answers from the Seller regarding the terms and conditions of the offering of the Shares and to obtain additional information necessary to verify any information furnished to the Purchaser or to which the Purchaser had access. 4.7 Investment Experience. The Purchaser understands that the purchase of the Shares involves substantial risk. The Purchaser has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of this investment in the Shares and protecting its own interests in connection with this investment. 4.8 Accredited Investor Status. The Purchaser is an "accredited investor" within the meaning of Regulation D promulgated under the Securities Act. 4.9 Restricted Securities. The Purchaser understands that the Shares to be purchased by the Purchaser hereunder are characterized as "restricted securities" under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Purchaser is familiar with Rule 144 of the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. 4.10 Investigation. The Purchaser has conducted its own investigation of the Company and hereby acknowledges that the only representations and warranties of the Seller in connection with the Purchaser's investment are those expressly made by the Seller in Article III of this Agreement, and the Seller hereby acknowledges that such representations and warranties are unaffected by the Purchaser's investigation of the Company. 4.11 No Broker. The Purchaser hereby agrees to indemnify and hold harmless the Seller from and against all fees, commissions or other payments owing to any party acting on behalf of the Purchaser hereunder. ARTICLE V CONDITIONS TO OBLIGATION OF THE PURCHASER The Purchaser's obligation to purchase the Shares at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions: 5.1 Representations and Warranties. Each of the representations and warranties of the Seller contained in Article III will be true and correct on and as of the date hereof and (except to the extent such representations and warranties speak as of a particular date) true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; provided, however, that for purposes of this Section 5.1 only, the representations and warranties contained in Sections 3.1, 3.3, 3.6, 3.7, 3.8(b) and 3.10 shall be deemed to be true and correct on and as of the Closing Date unless the failure or failures of such representations and warranties to be so true and correct (without regard to materiality qualifiers contained therein), individually or in the aggregate, results or would reasonably be expected to result in a Material Adverse Effect on the Company. The Purchaser shall have received a certificate signed by an officer of the Seller to such effect on the Closing Date. 5.2 Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Seller on or prior to the Closing Date shall have been performed or complied with in all material respects. The Purchaser shall have received a certificate signed by an officer of the Seller to such effect on the Closing Date. 5.3 HSR Act. The waiting period (and any extensions thereof) under the HSR Act applicable to the transactions contemplated hereby shall have expired or been terminated. 5.4 No Order Pending. There shall not then be in effect any order enjoining or restraining the sale and purchase of the Shares. 5.5 No Law Prohibiting or Restricting Sale of the Shares. There shall not be in effect any law, rule or regulation prohibiting or restricting the sale and purchase of the Shares, or requiring any consent or approval of any Person which shall not have been obtained to sell and purchase the Shares, with full benefits afforded the Common Stock. 5.6 Registration Rights Agreement. The Registration Rights Agreement shall not have been terminated. 5.7 Company Purchase Agreement. The Purchaser and the Company shall have consummated the acquisition by the Purchaser of 20,350,000 shares of Common Stock from the Company pursuant to the terms of the Company Purchase Agreement (unless such acquisition shall not have been consummated as a result of a breach by the Purchaser thereunder). 5.8 Master Agreement. The Master Agreement dated April 19, 1999, by and between the Company and the Purchaser (the "Master Agreement") shall not have been terminated (or notice of termination provided) in accordance with the terms thereof. 5.9 Opinion of Counsel. The Purchaser shall have received an opinion dated as of the Closing Date of Holme, Roberts & Owen LLP, counsel to the Seller, substantially in the form attached hereto as Exhibit A. ARTICLE VI CONDITIONS TO OBLIGATION OF THE SELLER The Seller's obligation to sell the Shares at the Closing is subject to the fulfillment on or prior to the Closing Date of the following conditions: 6.1 Representations and Warranties. The representations and warranties of the Purchaser contained in Article IV will be true and correct on and as of the date hereof and (except to the extent such representations and warranties speak as of a particular date) true and correct in all material respects as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; provided, however, that for purposes of this Section 6.1 only, such representations and warranties shall be deemed to be true and correct on and as of the Closing Date unless the failure or failures of such representations and warranties to be so true and correct (without regard to materiality qualifiers contained therein), individually or in the aggregate, results or would reasonably be expected to result in a Material Adverse Effect on the Purchaser. The Seller shall have received a certificate signed on behalf of the Purchaser by an officer of the Purchaser to such effect on the Closing Date. 6.2 Covenants. All covenants, agreements and conditions contained in this Agreement to be performed by the Purchaser on or prior to the Closing Date shall have been performed or complied with in all material respects. The Seller shall have received a certificate signed on behalf of the Purchaser by an officer of the Purchaser to such effect on the Closing Date. 6.3 HSR Act. The waiting period (and any extensions thereof) under the HSR Act applicable to the transactions contemplated hereby shall have expired or been terminated. 6.4 No Order Pending. There shall not then be in effect any order enjoining or restraining the sale and purchase of the Shares. 6.5 No Law Prohibiting or Restricting the Sale of the Shares. There shall not be in effect any law, rule or regulation prohibiting or restricting the sale and purchase of the Shares, or requiring any consent or approval of any Person which shall not have been obtained to sell and purchase the Shares (except as otherwise provided in this Agreement). 6.6 Registration Rights Agreement. The Registration Rights Agreement shall not have been terminated. 6.7 Company Purchase Agreement. The Purchaser and the Company shall have consummated the acquisition by the Purchaser of 20,350,000 shares of Common Stock from the Company pursuant to the terms of the Company Purchase Agreement (unless such acquisition shall not have been consummated as a result of a breach by the Company thereunder). 6.8 Master Agreement. The Master Agreement shall not have been terminated (or notice of termination provided) in accordance with the terms thereof. ARTICLE VII MISCELLANEOUS 7.1 Registration Rights. The Seller hereby agrees that if any "Other Agreement" (as defined in that certain Registration Rights Agreement between the Seller and the Company dated as of April 18, 1999) is entered into, the Seller will cause the Company to enter into an "Other Agreement" with the Purchaser on substantially the same terms. 7.2 Purchaser Director. The Seller will, and will cause its Affiliates to, vote all of their respective shares of Common Stock in favor of the election of the Purchaser Director (as defined in Section 7.5(b) of the Company Purchase Agreement), for so long as the Purchaser is entitled under the Company Purchase Agreement to designate a Purchaser Director. 7.3 Certain Definitions. As used in this Agreement: (a) The term "Affiliate" shall have the meaning given such term in Rule 12b-2 under the Exchange Act. (b) The terms "Beneficial Ownership" and "Beneficial Owner" shall have the meanings given such terms in Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder. (c) The term "Change of Control" shall mean (1) an acquisition of, or the entering into of a definitive agreement with the Company to acquire, Voting Stock by a Person or Group (other than the Seller or its Affiliates) in a purchase or transaction or series of purchases or transactions if immediately thereafter such Person or Group has, or would have, Beneficial Ownership of more than 50% of the combined voting power of the Company's then outstanding Voting Stock; (2) the execution of an agreement providing for a tender offer, merger, consolidation or reorganization, or series of such related transactions involving the Company, unless both (x) the stockholders of the Company, immediately after such transaction or transactions shall Beneficially Own at least 50% of the Voting Stock of the Company (or, if the Company shall not be the surviving company in such merger, consolidation or reorganization, such surviving company), and (y) the Company is not subject to an agreement that contemplates that individuals who are then directors of the Company (or individuals designated by the Company at or before the closing of such transaction) shall constitute less than a majority of the directors of the Company (or such surviving company, as the case may be) after the closing of such transaction; (3) a change or changes in the membership of the Company's Board of Directors which represent a change of a majority or more of such membership during any twelve month period (unless such change or changes in membership are caused by the actions of the then existing Board of Directors and do not occur within twelve months of the commencement, threat or proposal of an Election Contest (as such term is defined in Rule 14a-11 of Regulation 14A under the Exchange Act), tender offer or other transaction which would constitute a Change of Control under (1) or (2) of this Section 8.1(b)); (4) a sale of all or substantially all of the Company's assets; or (5) an Insolvency Proceeding (as defined in Section 8.1). (d) The term "Governmental Entity" shall mean any agency, bureau, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state, county or local, domestic or foreign. (e) The term "Group" shall have the meaning given such term in Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder. (f) The term "Insolvency Proceeding" shall mean (1) an assignment for the benefit of creditors, (2) the filing by the Company of a petition to have the Company adjudged insolvent, bankrupt or seeking a reorganization or liquidation under any law relating to bankruptcy, insolvency or receivership, (3) an appointment of a receiver or trustee for all or substantially all of the assets of the Company unless appointed without the Company's consent, in which case if after 60 days such appointment has not been vacated or stayed, (4) a public admission in writing of the Company's inability to pay its debts as they come due, or (5) the adoption of a plan of liquidation or dissolution by the Board of Directors of the Company. (g) The term "Material Adverse Effect" shall mean, with respect to any Person, a material adverse effect on the business, properties, operations, or condition (financial or otherwise) of such Person (and its subsidiaries), taken as a whole. (h) The term "Person" shall mean any person, individual, corporation, partnership, trust or other non-governmental entity or any governmental agency, court, authority or other body (whether foreign, federal, state, local or otherwise). (i) The term "Voting Stock" shall mean (1) the Common Stock and any other securities issued by the Company having the ordinary power to vote in the election of directors of the Company (other than securities having such power only upon the happening of a contingency), and (2) the common stock and any other securities issued by any successor to the Company pursuant to a merger, consolidation or reorganization having the ordinary power to vote in the election of directors of such successor company (other than securities having such power only upon the happening of a contingency). (j) As used herein, any references to specified numbers (but not percentages) of Shares or of Common Stock shall be deemed to be references to such number of Shares or of Common Stock as may be adjusted in the event of any change in the capital stock of the Company by reason of stock dividends, split-ups, reverse split-ups, mergers, recapitalizations, subdivisions, conversions, exchanges of shares or the like occurring after the date of this Agreement. 7.4 Further Assurances. (a) Each of the Seller and the Purchaser shall use its commercially reasonable efforts to take all actions required under any law, rule or regulation to ensure that the conditions to the Closing set forth herein are satisfied on or before the Closing Date. (b) Each of the Seller and the Purchaser shall, in connection with the efforts referenced in Section 8.2(a), use commercially reasonable efforts to obtain all requisite approvals and authorizations for the sale and purchase of the Shares under any law, rule, regulation, order or decree (collectively, the "Laws"). In furtherance and not in limitation of the foregoing, each of the Seller and the Purchaser shall (1) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private party, (2) promptly inform the other party of any communication received by such party from, or given by such party to any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, and (3) permit the other party to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to the extent permitted by the Governmental Entity or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 8.2(a), (b) and (c), if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging the purchase of the Shares contemplated by this Agreement as violative of any Law, each of the Seller and the Purchaser shall cooperate in all respects with each other and use commercially reasonable efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 8.2 shall limit a party's right to terminate this Agreement pursuant to Section 8.10, so long as such party has complied with this Section 8.2. (d) If any objections are asserted with respect to the transactions contemplated hereby under any Law or if any suit is instituted by any Governmental Entity or any private party challenging the purchase of the Shares contemplated hereby as violative of any Law, each of the Seller and the Purchaser shall use commercially reasonable efforts to resolve any such objections or challenge as such Governmental Entity or private party may have to such transactions under such Law so as to permit consummation of the transactions contemplated by this Agreement. 7.5 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law. 7.6 Survival . The representations and warranties in Articles III and IV of this Agreement shall survive until 30 days following the filing by the Company with the SEC of its first annual report on Form 10-K after the date hereof, except for the representations and warranties in Sections 3.5, 3.9 and 3.11, and in Sections 4.4 through 4.11 hereof, which shall continue to survive. 7.7 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Agreement or any of its rights or obligations hereunder to any Person without the prior written consent of the other party; provided that the Purchaser may assign its rights and obligations hereunder to any of BellSouth Corporation and its direct or indirect, wholly-owned subsidiaries. 7.8 Amendments; Etc. No amendment, modification, termination, or waiver of any provision of this Agreement, and no consent to any departure by a party to this Agreement from any provision of this Agreement, shall be effective unless it shall be in writing and signed and delivered by the other party to this Agreement, and then it shall be effective only in the specific instance and for the specific purpose for which it is given. 7.9 Entire Agreement. This Agreement and the Registration Rights Agreement embody the entire agreement and understanding of the parties and supersede all prior agreements or understandings with respect to the subject matter thereof. 7.10 Notices. All notices, requests and other communications to any party under this Agreement shall be in writing. Communications may be made by telecopy or similar writing. Each communication shall be given to the party at its address set forth below or at any other address as the party may specify for this purpose by notice to the other party. Each communication shall be effective (1) if given by telecopy, when the telecopy is transmitted to the proper address and the receipt of the transmission is confirmed, (2) if given by mail, 72 hours after the communication is deposited in the mails properly addressed with first class postage prepaid or (3) if given by any other means, when delivered to the proper address and a written acknowledgement of delivery is received. (a) If to the Seller, to: Anschutz Company 2400 Qwest Tower 555 Seventeenth Street Denver, Colorado 80202 Facsimile Number: (303) 298-8881 Attention: Cannon Y. Harvey, President and with additional copies to: Qwest Communications International Inc. 700 Qwest Tower 555 Seventeenth Street Denver, Colorado 80202 Facsimile Number: (303) 992-1798 Attention: Chief Financial Officer Holme Roberts & Owen LLP 1700 Lincoln Street, Suite 4100 Denver, Colorado 80203 Facsimile Number: (303) 866-0200 Attention: Joseph W. Morrisey (b) If to the Purchaser, to: BellSouth Enterprises, Inc. 1155 Peachtree Street, N.E. Suite 2000 Atlanta, Georgia 30309-3610 Facsimile Number: (404) 249-2658 Attention: Keith O. Cowan and with additional copies to: BellSouth Corporation 1155 Peachtree Street, N.E. Atlanta, Georgia 30309-3610 Facsimile Number: (404) 249-2629 Attention: E. John Whelchel Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Facsimile Number: (212) 859-4000 Attention: Gail L. Weinstein 7.11 Fees, Costs and Expenses. All fees, costs and expenses (including attorneys' fees and expenses) incurred by either party hereto in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, shall be the sole and exclusive responsibility of such party. The Purchaser shall pay the filing fee for filing of the Notification and Report Form pursuant to the HSR Act. 7.12 Termination. (a) This Agreement may be terminated at any time prior to the Closing Date: (1) by mutual written consent of the Seller and the Purchaser; (2) by either the Seller or the Purchaser if the other materially breaches this Agreement and such breach remains uncured for 30 days after receipt by the breaching party of written notice thereof; (3) by either the Seller or the Purchaser if the Closing Date shall not have occurred on or before the date that is 120 days after the date of this Agreement (the "Termination Date"), unless prior to the Termination Date any party reasonably determines that it is substantially unlikely that the conditions to such party's obligations will be fulfilled by the Termination Date and delivers to the other party a notice to such effect, in which case this Agreement will terminate within ten days after receipt of such notice by the other party. The right to terminate this Agreement under this Section 8.10(a)(3) shall be not available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of any condition to be satisfied. (b) In the event of termination of this Agreement by either the Seller or the Purchaser as provided in this Section 8.10, this Agreement shall forthwith become null and void and there shall be no liability or obligation on the part of the Seller or the Purchaser except with respect to Sections 3.11, 4.11 and 8.9 and this Section 8.10(b); provided, however, that in the case of termination as provided in Section 8.10(a)(2), the breaching party shall not be absolved from any liability with respect to breach of this Agreement. 7.13 Severability of Provisions. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of the provision in any other jurisdiction. 7.14 Publicity. The Seller and the Purchaser shall agree on the form and content of the initial public announcement which shall be made concerning this Agreement and the transactions contemplated hereby, and neither the Seller nor the Purchaser shall make such public announcement without the consent of the other, except as required by law. 7.15 Headings and References. Section headings in this Agreement are included for the convenience of reference only and do not constitute a part of this Agreement for any other purpose. References to parties, express beneficiaries and sections in this Agreement are references to the parties to or the express beneficiaries and sections of this Agreement, as the case may be, unless the context shall require otherwise. 7.16 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were on the same instrument. 7.17 Jurisdiction. Each party (1) agrees that any action, complaint, counterclaim, investigation, petition, suit or other proceeding, whether civil or criminal, in law or in equity, or before any arbitrator, court or Governmental Entity (each, an "Action"), with respect to this Agreement or any transaction contemplated by this Agreement may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, in each case sitting in the Borough of Manhattan, State of New York, (2) accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of those courts and (3) irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any legal action in those jurisdictions; provided, however, that any party may assert in an Action in any other jurisdiction or venue each mandatory defense, third-party claim or similar claim that, if not so asserted in such Action, may thereafter not be asserted by such party in an original Action in the courts referred to in clause (1) above. 7.18 Waiver of Jury Trial. Each party waives any right to a trial by jury in any Action to enforce or defend any right under this Agreement or any amendment, instrument, document or agreement delivered, or which in the future may be delivered, in connection with this Agreement and agrees that any Action shall be tried before a court and not before a jury. 7.19 Non-Recourse. No recourse under this Agreement shall be had against any "controlling person" (within the meaning of Section 20 of the Exchange Act) of any party or the stockholders, directors, officers, employees, agents and Affiliates of such party or such controlling persons, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any Regulation, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by such controlling person, stockholder, director, officer, employee, agent or Affiliate, as such, for any obligations of such party under this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation; provided, however, that nothing contained in this Section 8.17 shall be deemed to be a waiver by the Seller or any such controlling person, stockholder, director, officer, employee, agent or Affiliate of the Company of their respective liabilities under applicable federal or state securities laws, rules or regulations. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first written above. BELLSOUTH ENTERPRISES, INC. By: /s/ Keith O. Cowan Name: Keith O. Cowan Title: Authorized Signatory ANSCHUTZ COMPANY By: /s/ Craig D. Slater Name: Craig D. Slater Title: V.P. S-1 Exhibit A Form of Opinion of Counsel to the Seller On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, upon payment for and delivery of the Shares in accordance with the Purchase Agreement and the countersigning of the certificate or certificates representing the Shares by a duly authorized signatory of the registrar for the Common Stock, the Shares will be validly issued, fully paid and non-assessable. COMMON STOCK PURCHASE AGREEMENT by and between ANSCHUTZ COMPANY and BELLSOUTH ENTERPRISES, INC Dated as of April 19, 1999 TABLE OF CONTENTS Page ARTICLE I AGREEMENT TO PURCHASE AND SELL COMMON STOCK 1.1 Agreement to Purchase and Sell Common Stock.......................1 ARTICLE II CLOSING DATE; DELIVERY 2.1 Closing Date......................................................1 2.2 Delivery..........................................................2 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER 3.1 Corporate Existence and Power.....................................2 3.2 Authorization; Contravention......................................3 3.3 SEC Documents.....................................................3 3.4 Approvals.........................................................3 3.5 Binding Effect....................................................4 3.6 Financial Information.............................................4 3.7 Absence of Certain Changes or Events..............................4 3.8 Litigation........................................................4 3.9 Capitalization....................................................5 3.10 Absence of Certain Agreements.....................................5 3.11 No Broker.........................................................5 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 4.1 Corporate Existence and Power.....................................6 4.2 Authorization; Contravention......................................6 4.3 Approvals.........................................................6 4.4 Binding Effect....................................................6 4.5 Investment........................................................6 4.6 Disclosure of Information.........................................7 4.7 Investment Experience.............................................7 4.8 Accredited Investor Status........................................7 4.9 Restricted Securities.............................................7 4.10 Investigation.....................................................7 TABLE OF CONTENTS (continued) Page 4.11 No Broker.........................................................7 ARTICLE V CONDITIONS TO OBLIGATION OF THE PURCHASER 5.1 Representations and Warranties....................................7 5.2 Covenants.........................................................8 5.3 HSR Act...........................................................8 5.4 No Order Pending..................................................8 5.5 No Law Prohibiting or Restricting Sale of the Shares..............8 5.6 Registration Rights Agreement.....................................8 5.7 Company Purchase Agreement........................................8 5.8 Master Agreement..................................................8 ARTICLE VI CONDITIONS TO OBLIGATION OF THE SELLER 6.1 Representations and Warranties....................................8 6.2 Covenants.........................................................9 6.3 HSR Act...........................................................9 6.4 No Order Pending..................................................9 6.5 No Law Prohibiting or Restricting the Sale of the Shares..........9 6.6 Registration Rights Agreement.....................................9 6.7 Company Purchase Agreement........................................9 6.8 Master Agreement..................................................9 ARTICLE VII MISCELLANEOUS 7.1 Registration Rights...............................................9 7.2 Purchaser Director...............................................10 7.3 Certain Definitions..............................................10 7.4 Further Assurances...............................................11 7.5 Governing Law....................................................12 7.6 Survival.........................................................12 7.7 Successors and Assigns...........................................12 7.8 Amendments; Etc..................................................12 7.9 Entire Agreement.................................................12 7.10 Notices..........................................................13 7.11 Fees, Costs and Expenses.........................................14 7.12 Termination......................................................14 TABLE OF CONTENTS (continued) Page 7.13 Severability of Provisions.......................................14 7.14 Publicity........................................................15 7.15 Headings and References..........................................15 7.16 Counterparts; Effectiveness......................................15 7.17 Jurisdiction.....................................................15 7.18 Waiver of Jury Trial.............................................15 7.19 Non-Recourse.....................................................15 EX-4 5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of April 19, 1999, by and between QWEST COMMUNICATIONS INTERNATIONAL INC., a Delaware corporation (the "Company") and BELLSOUTH ENTERPRISES, INC., a Georgia corporation (the "Stockholder"). RECITALS A. Pursuant to the terms of that certain Common Stock Purchase Agreement dated as of even date herewith by and between the Stockholder and the Company (the "Company Common Stock Purchase Agreement") and that certain Common Stock Purchase Agreement dated as of even date herewith by and between the Stockholder and Anschutz Company, a Delaware corporation (the "Anschutz Common Stock Purchase Agreement" and together with the Company Common Stock Purchase Agreement, the "Common Stock Purchase Agreements"), the Company and Anschutz Company are selling to the Stockholder, and the Stockholder is purchasing from the Company and Anschutz Company, an aggregate of 37,000,000 shares of the Company's Common Stock, $.01 par value per share (the "Registrable Shares"). B. The Company and the Stockholder desire to enter into this Agreement to provide for, among other things, the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the disposition of the Registrable Shares. AGREEMENT The parties agree as follows: 1. Demand Registration Rights. (a) If at any time after the Sale Restriction Termination Date (as defined in the Common Stock Purchase Agreements) (or the earlier termination of the transfer restrictions as set forth in Section 7.4 of the Company Common Stock Purchase Agreement) and prior to the seventh anniversary of the date of this Agreement (such date, the "Termination Date"), on one or more occasions when the Company shall have received the written request of the Stockholder or holders of at least 2,500,000 Registrable Shares in the aggregate (as such number of shares may be adjusted in the event of any change in the capital stock of the Company by reason of stock dividends, split-ups, reverse split-ups, mergers, recapitalizations, subdivisions, conversions, exchanges of shares or the like) that have been acquired directly or indirectly from the Stockholder and to which rights under this Section 1 shall have been assigned pursuant to Section 14(a) (each such person, when requesting registration under this Section 1 or under Section 2 and thereafter in connection with any such registration, being hereinafter referred to as a "Registering Stockholder"), the Company shall give written notice of the receipt of such request to each potential Registering Stockholder and each other person known by the Company to have rights with respect to the registration under the Securities Act of the disposition of securities of the Company. The Company shall use reasonable best efforts as promptly as practicable to include in a Registration Statement the Registrable Shares owned by the Registering Stockholders (all such Registrable Shares collectively, the "Transaction Registrable Shares") that in each case shall have been duly specified by such Registering Stockholders by written notice received by the Company not later than 20 Business Days after the Company shall have given written notice to the Registering Stockholders pursuant to this Section 1(a). (b) If the Registering Stockholders initiating a request for registration of Registrable Shares pursuant to Section 1(a) shall state in such written notice that they intend to distribute the Transaction Registrable Shares covered by their request by means of an underwritten offering, the Company shall include such information in the written notice delivered by the Company pursuant to Section 1(a). The Company shall select the managing underwriter for the offering and any additional investment bankers and managers to be used in connection with the offering, in each case with the consent of the Registering Stockholders holding a majority of the Transaction Registrable Shares, which consent shall not be unreasonably withheld, conditioned or delayed. (c) Notwithstanding anything herein to the contrary: (1) The Company shall not be required to prepare and file pursuant to this Section 1, and the Company shall be entitled not to file and, if filed, to withdraw a Registration Statement including less than 2,500,000 Transaction Registrable Shares in the aggregate (as such number of shares may be adjusted in the event of any change in the capital stock of the Company by reason of stock dividends, split-ups, reverse split-ups, mergers, recapitalizations, subdivisions, conversions, exchanges of shares or the like); (2) subject to the following clause (3) and Section 2(b), the Company shall not be required to prepare and file pursuant to this Section 1 more than two Registration Statement in any one year period and four Registration Statements in the aggregate; provided that a Registration Statement shall be deemed not to have been prepared and filed if (A) the Registration Statement (i) is withdrawn by Registering Stockholders pursuant to Section 4(c), or (ii) does not become effective for any other reason except (x) the withdrawal therefrom of 30% or more of the Transaction Registrable Shares requested to be included in such registration statement or the determination by Registering Stockholders owning 30% or more of such Transaction Registrable Shares not to proceed with the contemplated distribution of such Transaction Registrable Shares, or (y) the withdrawal of the Registration Statement by the Company pursuant to Section 1(c)(1), (B) the Company fails to use reasonable best efforts to cause the Registration Statement to remain effective under the Securities Act and the Prospectus to remain current during the entire period referred to in Section 3(e), as the same may be extended pursuant to Section 4(d), or (C) the Company withdraws the Registration Statement pursuant to Section 5 before the Registering Stockholders have sold all the Transaction Registrable Shares owned by them in accordance with the manner of distribution contemplated by the Registration Statement with respect to such Transaction Registrable Shares; (3) the Company shall not be required to prepare and file a Registration Statement pursuant to this Section 1 during the period from the date of filing of a registration statement of the Company involving an underwritten offering of any Equity Securities of the Company to the date that is the earlier of (A) the date of the withdrawal of the registration statement or the request to file the registration statement by the security holder requesting the registration and (B) the date that is 90 days following the effective date of the registration statement; (4) if a requested registration pursuant to this Section 1 shall involve an underwritten offering, and if the managing underwriter shall advise the Company and the Registering Stockholders in writing that, in its opinion, the number of Transaction Registrable Shares proposed to be included in the registration is so great as to adversely affect the offering, including the price at which the Transaction Registrable Shares could be sold, the Company shall include in the registration the maximum number of securities which it is so advised can be sold without the adverse effect, allocated as follows: (A) first, all Transaction Registrable Shares duly requested to be included in the registration, allocated pro rata among all Registering Stockholders on the basis of the relative number of Transaction Registrable Shares that each Registering Stockholder shall have duly requested to be included in the registration or such other basis as the Registering Stockholders shall agree; and (B) second, any other securities proposed to be registered by the Company other than for its own account, including, without limitation, securities proposed to be registered by the Company pursuant to the exercise by any person other than a Registering Stockholder of a "piggy-back" right requesting the registration of shares of Common Stock pursuant to an agreement with the Company in existence as of the date of this Agreement that expressly provides, in effect, that the Company is required to include such shares of Common Stock in the Registration Statement; provided that if 30% or more of the Transaction Registrable Shares requested to be included in a registration pursuant to this Section 1 are so excluded from any registration and an investment banking firm of recognized national standing shall advise the Company that the number of the Transaction Registrable Shares requested to be registered, at the time of the request and in light of the market conditions then prevailing, did not exceed the number that would have an adverse effect on the offering of such Transaction Registrable Shares, including the price of which such Transaction Registrable Shares could be sold, there shall be provided one additional registration under the preceding clause (2) in respect of each such exclusion or series of related exclusions; and (5) before the Registration Statement becomes effective, any Registering Stockholder may withdraw from the registration any Transaction Registrable Shares owned by the Registering Stockholder; provided that, subject to Section 1(c)(1), withdrawal of Transaction Registrable Shares shall not relieve the Company from its obligations under this Agreement with respect to Transaction Registrable Shares that are not withdrawn from the Registration Statement. 2. Piggy-back Registration Rights. (a) From and after the date of this Agreement to and including the date that is the 10th anniversary of the date of this Agreement, if the Company shall determine to register or qualify by a registration statement filed under the Securities Act and under any applicable state securities laws, any offering of any Equity Securities of the Company, other than an offering with respect to which a Registering Stockholder shall have requested a registration pursuant to Section 1, the Company shall give notice of such determination to each potential Registering Stockholder and each other person known by the Company to have rights with respect to the registration under the Securities Act of the disposition of securities of the Company. The Company shall use reasonable best efforts as promptly as practicable to include in a Registration Statement the Transaction Registrable Shares that in each case shall have been duly specified by such Registering Stockholders by written notice received by the Company not later than 20 Business Days after the Company shall have given written notice to the Registering Stockholders pursuant to this Section 2(a). (b) Notwithstanding anything herein to the contrary: (1) the Company shall not be required by this Section 2 to include any Registrable Shares in (A) a registration statement on Form S-4 or S-8 (or any successor form), (B) a registration statement filed in connection with an exchange offer or other offering of securities solely to the then existing stockholders of the Company or (C) a registration statement required pursuant to the exercise by any person other than a Registering Stockholder of a "demand" right requesting the registration of shares of the Company's Common Stock pursuant to an agreement with the Company in existence as of the date of this Agreement that expressly provides, in effect, that the Company may not include any Registrable Shares in the registration statement; (2) if a registration pursuant to this Section 2 involves an underwritten offering, the Company shall select the managing underwriter for the offering and any additional investment bankers and managers to be used in connection with the offering, and if the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in the registration is so great as to adversely affect the offering, including the price at which the securities could be sold, the Company shall include in the registration the maximum number of securities which it is so advised can be sold without the adverse effect, allocated as follows: (A) first, all securities proposed to be registered by the Company for its own account; (B) second, all securities proposed to be registered by the Company pursuant to the exercise by any person other than a Registering Stockholder of a "demand" right requesting the registration of shares of Company Common Stock pursuant to an agreement with the Company in existence as of the date of this Agreement; (C) third, all securities proposed to be registered by the Company other than for its own account pursuant to the exercise by any person other than a Registering Stockholder of a "piggy-back" right requesting the registration of shares of Company Common Stock pursuant to an agreement with the Company in existence as of the date of this Agreement that expressly provides, in effect, that no securities of the Company other than those referred to in the preceding clauses (A) and (B) shall be included in such registration unless all shares of Company Common Stock requested by such person to be included in such registration are so included; and (D) fourth, any other securities proposed to be registered by the Company other than for its own account, including, without limitation, Transaction Registrable Shares duly requested to be included in the registration and securities proposed to be registered by the Company pursuant to the exercise by any person other than a Registering Stockholder of a "piggy-back" right requesting the registration of shares of Company Common Stock pursuant to an agreement with the Company, allocated pro rata among all Registering Stockholders and such other persons on the basis of the relative number of Transaction Registrable Shares or other securities that each Registering Stockholder or other person has duly requested to be included in such registration; provided that if 30% or more of the Transaction Registrable Shares requested to be included in a registration pursuant to this Section 2 are so excluded from any registration and an investment banking firm of recognized national standing shall advise the Company that the number of the Transaction Registrable Shares requested to be registered, at the time of the request and in light of the market conditions then prevailing, did not exceed the number that would have an adverse effect on the offering of such Transaction Registrable Shares, including the price of which such Transaction Registrable Shares could be sold, there shall be provided one additional registration under Section 1(c)(2) in respect of each such exclusion or series of related exclusions; (3) before the Registration Statement becomes effective, any Registering Stockholder may withdraw from the registration any Transaction Registrable Shares owned by the Registering Stockholder; provided that, subject to Section 2(b)(4), the withdrawal of Transaction Registrable Shares shall not relieve the Company from its obligations under this Agreement with respect to Transaction Registrable Shares that are not withdrawn from the Registration Statement; and (4) the Company may withdraw the Registration Statement at any time before it becomes effective. 3. Registration Provisions. With respect to each registration pursuant to this Agreement: (a) Notwithstanding anything herein to the contrary, the Company shall not be required to include in any registration any of the Registrable Shares owned by a Registering Stockholder if (1) the Company shall deliver to the Registering Stockholder an opinion, satisfactory in form, scope and substance to the Registering Stockholder and addressed to the Registering Stockholder by legal counsel satisfactory to the Registering Stockholder, to the effect that the distribution of such Registrable Shares proposed by the Registering Stockholder is exempt from registration under the Securities Act and all applicable state securities laws, (2) such Registering Stockholder or any underwriter of such Registrable Shares shall fail to furnish to the Company the information in respect of the distribution of such Registrable Shares that may be required under this Agreement to be furnished by the Registering Stockholder or the underwriter to the Company or (3) if such registration involves an underwritten offering, such Registrable Shares are not included in such underwritten offering on the same terms and conditions as shall be applicable to the other securities being sold through underwriters in the registration or the Registering Stockholder fails to enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering. (b) The Company shall make available for inspection by each Registering Stockholder participating in the registration, each underwriter of Transaction Registrable Shares owned by the Registering Stockholder and their respective accountants, counsel and other representatives all financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility in connection with each registration of Transaction Registrable Shares owned by the Registering Stockholder, and shall cause the Company's officers, directors and employees to supply all information reasonably requested by any such person in connection with such registration; provided that records and documents which the Company determines, in good faith, after consultation with counsel for the Company and counsel for the Registering Stockholder or underwriter, as the case may be, to be confidential and which it notifies such persons are confidential shall not be disclosed to them, except in each case to the extent that (1) the disclosure of such records or documents is necessary to avoid or correct a misstatement or omission in the Registration Statement or (2) the release of such records or documents is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Registering Stockholder shall, upon learning that disclosure of any such records or documents is sought in a court of competent jurisdiction, give notice to the Company, and allow the Company, at the Company's expense, to undertake appropriate action and to prevent disclosure of any such records or documents deemed confidential. (c) Each Registering Stockholder shall furnish, and shall cause each underwriter of Transaction Registrable Shares owned by the Registering Stockholder to be distributed pursuant to the registration to furnish, to the Company in writing promptly upon the request of the Company the information regarding the Registering Stockholder or the underwriter, the contemplated distribution of the Transaction Registrable Shares and the other information regarding the proposed distribution by the Registering Stockholder and the underwriter that shall be required in connection with the proposed distribution by the applicable securities laws of the United States of America and the states thereof in which the Transaction Registrable Shares are contemplated to be distributed. The information furnished by any Registering Stockholder or any underwriter shall be certified by the Registering Stockholder or the underwriter, as the case may be, and shall be stated to be specifically for use in connection with the registration. (d) The Company shall use reasonable best efforts to prepare and file with the Securities and Exchange Commission the Registration Statement, including the Prospectus, and each amendment thereof or supplement thereto, under the Securities Act and as required under any applicable state securities laws, on the form that is then required or available for use by the Company to permit each Registering Stockholder, upon the effective date of the Registration Statement, to use the Prospectus in connection with the contemplated distribution by the Registering Stockholder of the Transaction Registrable Shares requested to be so registered. A registration pursuant to Section 1 shall be effected pursuant to Rule 415 (or any similar provision then in force) under the Securities Act if the manner of distribution contemplated by the Registering Stockholder initiating the request for such registration shall include an offering on a delayed or continuous basis. The Company shall furnish to each Registering Stockholder drafts of the Registration Statement and the Prospectus and each amendment thereof or supplement thereto for its timely review prior to the filing thereof with the Securities and Exchange Commission, and shall use its reasonable best efforts to reflect in each such document, when so filed with the Securities and Exchange Commission, such comments as the Registering Stockholder reasonably may propose. If any Registration Statement refers to any Registering Stockholder by name or otherwise as the holder of any securities of the Company but such reference is not required by the Securities Act or any similar federal statute then in force, then the Registering Stockholder shall have the right to require, the deletion of such reference. The Company shall deliver to each Registering Stockholder, without charge, such number of copies of the Registration Statement and each amendment or post-effective amendment thereof and such number of copies of each document incorporated therein by reference, as the Registering Stockholder may reasonably may request. If the registration shall have been initiated solely by the Company or shall not have been initiated by a Registering Stockholder, the Company shall not be obligated to prosecute the registration, and may withdraw the Registration Statement at any time prior to the effectiveness thereof, if the Company shall determine in good faith not to proceed with the offering of securities included in the Registration Statement. In all other cases, the Company shall use reasonable best efforts to cause the Registration Statement to become effective and, as soon as practicable after the effectiveness thereof, shall deliver to each Registering Stockholder evidence of the effectiveness and such number of copies of the Prospectus, including any preliminary prospectus, and each amendment thereof or supplement thereto, as the Registering Stockholder may reasonably request. The Company consents to the use by each Registering Stockholder of each Prospectus and each amendment thereof and supplement thereto in connection with the distribution, in accordance with this Agreement, of the Transaction Registrable Shares owned by the Registering Stockholder. In addition, the Company shall qualify or register under the securities laws or blue sky laws of such states as may be reasonably requested by each Registering Stockholder with respect to the Transaction Registrable Shares of the Registering Stockholder that shall have been included in the Registration Statement, and to continue such registration or qualification in effect for so long as such registration statement remains in effect; provided that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any state in which it is not subject to process or qualified as of the date of the request. The Company shall advise the Stockholder and each Registering Stockholder in writing, promptly after the occurrence of any of the following, of (1) the filing of the Registration Statement or any Prospectus, or any amendment thereof or supplement thereto, with the Securities and Exchange Commission, (2) the effectiveness of the Registration Statement and any post-effective amendment thereto, (3) the receipt by the Company of any communication from the Securities Exchange Commission with respect to the Registration Statement or the Prospectus, or any amendment thereof or supplement thereto, including, without limitation, any stop order suspending the effectiveness thereof, any comments with respect thereto and any requests for amendments or supplements and (4) the receipt by the Company of any notification with respect to the suspension of the qualification of Transaction Registrable Shares owned by the Registering Stockholders for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (e) The Company shall use reasonable best efforts to cause the Registration Statement to remain effective under the Securities Act and the Prospectus to remain current, including the filing of necessary amendments, post-effective amendments and supplements, and shall furnish copies of such amendments, post-effective amendments and supplements to the Registering Stockholders, so as to permit the Registering Stockholders to distribute the Transaction Registrable Shares owned by them in their respective manner of distribution during their respective contemplated periods of distribution, but in no event longer than the earlier of six consecutive months from the effective date of the Registration Statement and the consummation of the distribution of the Transaction Registrable Shares included in such registration; provided that the period shall be increased by the number of days that any Registering Stockholder shall have been required by Section 4 to refrain from disposing under the registration any of the Transaction Registrable Shares owned by the Registering Stockholder. During such respective contemplated periods of distribution, the Company shall comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Transaction Registrable Shares owned by the Registering Stockholders that shall have been included in the Registration Statement in accordance with their respective contemplated manner of disposition by the Registering Stockholders set forth in the Registration Statement, the Prospectus or the supplement, as the case may be. (f) Any obligation of the Company under this Agreement, including any obligation to use its reasonable best efforts or take such actions as are reasonably required shall not preclude the Company from taking any action or omitting to take any action (other than omitting to file necessary amendments, post-effective amendments and supplements if a Suspension Notice or Termination Notice is not then in effect pursuant to Section 4 or Section 5, respectively) that would result in the Company issuing a Suspension Notice or Termination Notice. (g) The Company shall notify each Registering Stockholder, at any time when a prospectus with respect to the Transaction Registrable Shares owned by the Registering Stockholders is required to be delivered under the Securities Act, when the Company becomes aware of the happening of any event as a result of which the Prospectus (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the Prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading; and, as promptly as practicable thereafter, but subject to Sections 4 and 5, the Company shall use reasonable best efforts to prepare and file with the Securities and Exchange Commission an amendment or supplement to the Registration Statement or the Prospectus so that, as thereafter delivered to the purchasers of such Transaction Registrable Shares, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company also shall notify each Registering Stockholder, when the Company becomes aware of the occurrence thereof, of the issuance by the Securities and Exchange Commission of an order suspending the effectiveness of the Registration Statement; as promptly as practicable thereafter, but subject to Sections 4 and 5, the Company shall use reasonable best efforts to obtain the withdrawal of such order at the earliest possible moment. (h) If requested by any Registering Stockholder or an underwriter of Transaction Registrable Shares owned by the Registering Stockholder, the Company shall as promptly as practicable prepare and file with the Securities and Exchange Commission an amendment or supplement to the Registration Statement or the Prospectus containing such information as the Registering Stockholder or the underwriter requests to be included therein, including, without limitation, information with respect to the Transaction Registrable Shares being sold by the Registering Stockholder to the underwriter, the purchase price being paid therefor by such underwriter and other terms of the underwritten offering of the Transaction Registrable Shares to be sold in such offering. (i) The Stockholder shall (1) offer to sell or otherwise distribute Registrable Shares in reliance upon a registration contemplated pursuant to Section 1 or 2 only (A) if the Stockholder is a Registering Stockholder and the Registrable Shares are Transaction Registrable Shares and (B) after the related Registration Statement shall have been filed with the Securities and Exchange Commission, (2) sell or otherwise distribute Registrable Shares in reliance upon such registration only (A) if the Stockholder is a Registering Stockholder and the Registrable Shares are Transaction Registrable Shares and (B) the related Registration Statement is then effective under the Securities Act, (3) not sell or otherwise distribute Transaction Registrable Shares in reliance upon a registration contemplated by Section 1 or 2 during any period specified in a Suspension Notice delivered to the Registering Stockholder pursuant to Section 4 or after receiving a Termination Notice pursuant to Section 5 (until the Registering Stockholder shall have received written notice from the Company pursuant to Section 3(d) that the registration of such Transaction Registrable Shares is again effective), (4) distribute Transaction Registrable Shares only in accordance with the manner of distribution contemplated by the Prospectus with respect to the Transaction Registrable Shares owned by the Registering Stockholder and (5) report to the Company distributions made by the Registering Stockholder of Transaction Registrable Shares pursuant to the Prospectus. Each Registering Stockholder, by participating in a registration pursuant to this Agreement, acknowledges that the remedies of the Company at law for failure by the Registering Stockholder to comply with the undertaking contained in this paragraph (i) would be inadequate and that the failure would not be adequately compensable in damages and would cause irreparable harm to the Company, and therefore agrees that undertakings made by the Registering Stockholder in this paragraph (i) may be specifically enforced. (j) If the registration involves an underwritten offering, each Registering Stockholder shall cause the underwriter or underwriters selected for such underwriting to enter into an underwriting agreement in customary form and shall enter into such Underwriting Agreement with such underwriter or underwriters. (k) If the registration involves an underwritten offering, the Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting and shall deliver to each Registering Stockholder, its counsel and each underwriter of Transaction Registrable Shares owned by the Registering Stockholders to be distributed pursuant to such registration, the certificates, opinions of counsel and comfort letters that are customarily delivered in connection with underwritten offerings. (l) Before sales of Transaction Registrable Shares under a Registration Statement, the Company shall cooperate with each Registering Stockholder and each underwriter of Transaction Registrable Shares owned by the Registering Stockholder to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing the Transaction Registrable Shares to be sold under the Registration Statement and to enable such Transaction Registrable Shares to be in such denominations and registered in such names as the Registering Stockholder or the underwriter may request. (m) The Company shall use reasonable best efforts to (1) comply with all applicable rules and regulations of the Securities and Exchange Commission, and (2) make available to its securityholders, as soon as reasonably practicable, an earning statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first calendar month after the effective date of the Registration Statement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act. (n) The Company shall use reasonable best efforts to cause the Transaction Registrable Shares to be listed on each national securities exchange on which Company Common Stock shall then be listed, if any, and to be qualified for inclusion in the NASDAQ/National Market, as the case may be, if Company Common Stock is then so qualified, and in each case if the listing or inclusion of the Transaction Registrable Shares is then permitted under the rules of such national securities exchange or the NASD, as the case may be. (o) For the purposes of this Agreement, the following terms shall have the following meanings: (1) "Beneficial Owner" has the meaning given to it in Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder; (2) "Business Day" means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of Colorado or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close; (3) "Equity Securities" of a person means the capital stock of the person and all other securities convertible into or exchangeable or exercisable for any shares of its capital stock, all rights or warrants to subscribe for or to purchase, all options for the purchase of, and all calls, commitments or claims of any character relating to, any shares of its capital stock and any securities convertible into or exchangeable or exercisable for any of the foregoing; (4) "Exchange Act" means the Securities Exchange Act of 1934, as amended; (5) "Prospectus" means (A) the prospectus relating to the Transaction Registrable Shares owned by the Registering Stockholders included in a Registration Statement, (B) if a prospectus relating to the Transaction Registrable Shares shall be filed with the Securities and Exchange Commission pursuant to Rule 424 (or any similar provision then in force) under the Securities Act, such prospectus, and (C) in the event of any amendment or supplement to the prospectus after the effective date of the Registration Statement, then from and after the effectiveness of the amendment or the filing with the Securities and Exchange Commission of the supplement, the prospectus as so amended or supplemented; (6) "Registration Statement" means (A) a registration statement filed by the Company in accordance with Section 3(d), including exhibits and financial statements thereto, in the form in which it shall become effective, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 (or any similar provision or forms then in force) under the Securities Act and information deemed to be a part of such registration statement pursuant to paragraph (B) of Rule 430A (or any similar provision then in force) and (B) in the event of any amendment thereto after the effective date of the registration statement, then from and after the effectiveness of the amendment, the registration statement as so amended; and (7) information "contained", "included" or "stated" in a Registration Statement or a Prospectus (or other references of like import) includes information incorporated by reference. 4. Blackout Provisions. (a) Notwithstanding anything in this Agreement to the contrary, by delivery of written notice to any of the Registering Stockholders and the other holders of Registrable Shares (a "Suspension Notice"), stating which one or more of the following limitations shall apply to the addressee of such Suspension Notice, the Company may (1) postpone effecting a registration under this Agreement, or (2) require such addressee to refrain from disposing of Transaction Registrable Shares under the registration, in either case for a reasonable time specified in the notice but not exceeding 90 days in any one year period (which period may not be extended or renewed). (b) The Company may postpone effecting a registration or apply to any person specified in clause (2) of Section 4(a) any of the limitations on dispositions specified in such clause if (1) the Company in good faith determines that such registration or disposition would materially impede, delay or interfere with any material financing, offer or sale of Equity Securities or debt securities of the Company, acquisition, disposition or other material transaction by the Company or any of its material subsidiaries, (2) an investment banking firm of recognized national standing shall advise the Company in writing that effecting the registration or the disposition by such person of Registrable Shares or other Equity Securities of the Company, as the case may be, would materially and adversely affect an offering of Equity Securities of the Company, by the Company for its own account the preparation of which had then been commenced, or (3) the Company in good faith determines that the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company; provided that the Company may not take any action pursuant to this Section 4(b) for a period of time in excess of 90 days in any one year period. (c) If the Company shall take any action pursuant to Section 4(a) with respect to a Registering Stockholder or other holder of Registrable Shares in connection with a registration, then (1) not later than 30 days after the action is taken, Registering Stockholders holding a majority of the Transaction Registrable Shares may by written notice to the Company elect to withdraw a registration that shall have been requested pursuant to Section 1 or (2) if the registration shall not have been withdrawn pursuant to the preceding clause (1), the period during which the Registering Stockholder may exercise its rights under Sections 1 and 2 shall be extended by one day beyond the Termination Date for each day that, pursuant to Section 4(a), the Company postpones effecting a registration, requires the Registering Stockholder or other holder to refrain from disposing of Transaction Registrable Shares under a registration or otherwise requires the Registering Stockholder or other holder to refrain from disposing of Registrable Shares. (d) If the Company shall take any action pursuant to clause 2 of Section 4(a) with respect to any Registering Stockholder or other holder of Registrable Shares in a period during which the Company shall be required under Section 3(e) to cause the Registration Statement to remain effective under the Securities Act and the Prospectus to remain current, such period shall be extended for such person by one day beyond the end of such period for each day that, pursuant to Section 4(a), the Company shall require such person to refrain from disposing of Transaction Registrable Shares owned by such person. 5. Termination Provisions. (a) Notwithstanding anything in this Agreement to the contrary, if, in the opinion of counsel for the Company (which counsel shall be reasonably acceptable to the Registering Stockholder; provided, however, that any of O'Melveny & Myers LLP and Holme Roberts & Owen LLP shall be deemed reasonably acceptable to the Registering Stockholder for purposes of this Section 5(a)), there shall have arisen any legal impediment to the offering of Transaction Registrable Shares pursuant to this Agreement or if any legal action or administrative proceeding shall have been instituted or threatened or any other claim shall have been made relating to the registration or the offer made by the related prospectus or against any of the parties involved in the offering, the Company may at any time upon written notice (a "Termination Notice") to each Registering Stockholder participating in the registration (1) terminate the effectiveness of the related Registration Statement or (2) withdraw from the Registration Statement the Transaction Registrable Shares owned by the Registering Stockholder; provided that, promptly after those matters shall be resolved to the satisfaction of counsel for the Company, then the Company shall notify each affected Registering Stockholder in writing that such matters have been resolved and, pursuant to Section 1 or 2, as the case may be, shall, upon the written direction of such affected Registering Stockholder and subject to the limitations in Section 1(b) or elsewhere herein, cause the registration of Transaction Registrable Shares formerly covered by the Registration Statement that were removed from registration by the action of the Company. (b) If the Company shall take any action pursuant to Section 5(a) with respect to a Registering Stockholder or other holder of Registrable Shares, then the period during which the Registering Stockholder may exercise its rights under Sections 1 and 2 shall be extended by one day beyond the Termination Date for a number of days equal to (1) the number of days during which the Company shall be required under Section 3(e) to cause the Registration Statement to remain effective under the Securities Act and the Prospectus to remain current minus (2) the number of days during which the Registration Statement was effective before the date of the action taken pursuant to Section 5(a). 6. Expenses. (a) The Company shall pay all expenses (other than underwriting discounts and commissions in respect of the Transaction Registrable Shares) incurred in connection with the performance of its obligations under Sections 1 and 2 hereof), whether or not any related Registration Statement shall become effective, including, without limitation: (1) preparing, printing and filing each Registration Statement and Prospectus and each qualification or notice required to be filed under federal and state securities laws or the rules and regulations of the National Association of Securities Dealers, Inc. (the "NASD") in connection with a registration pursuant to Section 1 or 2; (2) all fees and expenses of complying with federal and state securities laws and the rules and regulations of the NASD; (3) furnishing to each Registering Stockholder such number of copies of the related Registration Statement and the number of copies of the related Prospectus that may be required by Sections 3(d) and 3(e) to be so furnished, together with a like number of copies of each amendment, post-effective amendment or supplement; (4) performing its obligations under Sections 3(d), 3(e) and 3(k); (5) printing and issuing share certificates, including the transfer agent's and registrar's fees, in connection with each distribution so registered; (6) preparing audited financial statements required by the Securities Act and the rules and regulations thereunder to be included in the Registration Statement and preparing audited financial statements for use in connection with the registration other than audited financial statements required by the Securities Act and the rules and regulations thereunder, including fees and expenses of the Company's outside independent accountants (including any fees and expenses in connection with any comfort letters and any special audits incident to or required by any registration or qualification); (7) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties); (8) premiums or other expenses relating to liability insurance required by the Company or underwriters of the Registering Stockholders; (9) fees and disbursements of underwriters of the Registering Stockholders customarily paid by issuers or sellers of securities; (10) listing of the Registrable Shares on national securities exchanges and inclusion of the Registrable Shares on the NASDAQ/National Market; and (11) fees and expenses of any special experts retained by the Company in connection with the registration, including fees and disbursements of the Company's outside counsel. (b) The Registering Stockholders shall bear all other expenses incident to the distribution by the respective Registering Stockholders of the Transaction Registrable Shares owned by them in connection with a registration pursuant to this Agreement, including, without limitation (but excluding the expenses referred to in paragraph (a)(8) above), the selling expenses of the Registering Stockholders, commissions, underwriting discounts, insurance and fees of counsel for the Registering Stockholders. 7. Indemnification. (a) The Company shall indemnify and hold harmless each Registering Stockholder participating in a registration pursuant to this Agreement, each underwriter of Transaction Registrable Shares owned by the Registering Stockholder to be distributed pursuant to the registration, each partner in the Registering Stockholder, the officers and directors of the Registering Stockholder and the underwriter and each person, if any, who controls the Registering Stockholder, any partner in the Registering Stockholder or the underwriter within the meaning of Section 15 (or any successor provision) of the Securities Act, and their respective successors, against all claims, losses, damages and liabilities to third parties (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement or the Prospectus or other document incident thereto or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each such Registering Stockholder and each other person indemnified pursuant to this Section 7(a) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided that the Company shall not be liable in any case to the extent that any such claim, loss, damage or liability arises out of or is based on any untrue statement or omission based upon written information furnished to the Company by the Registering Stockholder or the underwriter of such Transaction Registrable Shares specifically for use in the Registration Statement or the Prospectus. (b) Each Registering Stockholder, by participating in a registration pursuant to this Agreement, thereby agrees to indemnify and to hold harmless the Company and its officers and directors and each person, if any, who controls any of them within the meaning of Section 15 (or any successor provision) of the Securities Act, and their respective successors, against all claims, losses, damages and liabilities to third parties (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement or the Prospectus or other document incident thereto or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse the Company and each other person indemnified pursuant to this Section 7(b) for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided that (x) this Section 7(b) shall apply only if (and only to the extent that) the statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by the Registering Stockholder specifically for use in the Registration Statement or the Prospectus and (y) in no event shall the liability of a Registering Stockholder under this Section 7 exceed the amount of the gross proceeds paid to the Registering Stockholder in consideration of the sale of Transaction Registrable Shares pursuant to such registration. (c) If any action or proceeding (including any governmental investigation or inquiry) shall be brought, asserted or threatened against any person indemnified under this Section 7, the indemnified person shall promptly notify the indemnifying party in writing, and the indemnifying party shall assume the defense of the action or proceeding, including the employment of counsel satisfactory to the indemnified person and the payment of all expenses. The indemnified person shall have the right to employ separate counsel in any action or proceeding and to participate in the defense of the action or proceeding, but the fees and expenses of that counsel shall be at the expense of the indemnified person unless: (1) the indemnifying party shall have agreed to pay those fees and expenses; or (2) the indemnifying party shall have failed to assume the defense of the action or proceeding or shall have failed to employ counsel reasonably satisfactory to the indemnified person in the action or proceeding; or (3) the named parties to the action or proceeding (including any impleaded parties) include both the indemnified person and the indemnifying party, and the indemnified person shall have been advised by counsel that there may be one or more legal defenses available to the indemnified person that are different from or additional to those available to the indemnifying party (in which case, if the indemnified person notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action or proceeding on behalf of the indemnified person; it being understood, however, that the indemnifying party shall not, in connection with any one action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for the indemnified person, which firm shall be designated in writing by the indemnified person). The indemnifying party shall not be liable for any settlement of any action or proceeding effected without its written consent, but if settled with its written consent, or if there be a final judgment for the plaintiff in any such action or proceeding, the indemnifying party shall indemnify and hold harmless the indemnified person from and against any loss or liability by reason of the settlement or judgment. (d) If the indemnification provided for in this Section 7 is unavailable to an indemnified person (other than by reason of exceptions provided in this Section 7) in respect of losses, claims, damages, liabilities or expenses referred to in this Section 7, then each applicable indemnifying party, in lieu of indemnifying the indemnified person, shall contribute to the amount paid or payable by the indemnified person as a result of the losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified person on the other in connection with the statements or omissions which resulted in the losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of the indemnifying party on the one hand and of the indemnified person on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified person and by these persons' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant to this Section 7(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. The amount paid or payable by a person as a result of the losses, claims, damages, liabilities and expenses shall be deemed to include any legal or other fees or expenses reasonably incurred by the person in connection with investigating or defending any action or claim. Notwithstanding in the foregoing to the contrary, no Registering Stockholder or underwriter of Transaction Registrable Shares owned by the Registering Stockholder shall be required to contribute any amount in excess of the amount by which (1) in the case of the Registering Stockholder, the gross proceeds paid to the Registering Stockholder in consideration of the sale pursuant to the registration of Transaction Registrable Shares owned by it or (2) in the case of the underwriter, the total price at which such Transaction Registrable Shares purchased by it and distributed to the public were offered to the public exceeds, in any such case, the amount of any damages that the Registering Stockholder or underwriter, as the case may be, has otherwise been required to pay by reason of any untrue or alleged untrue statement or omission. No person guilty of fraudulent representation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who is not guilty of such fraudulent misrepresentation. (e) Each Registering Stockholder participating in a registration pursuant to Section 1 shall cause each underwriter of any Transaction Registrable Shares owned by the Registering Stockholder to be distributed pursuant to the registration to agree in writing on terms reasonably satisfactory to the Company to indemnify and to hold harmless the Company and its officers and directors and each person, if any, who controls any of them within the meaning of Section 15 (or any similar provision then in force) of the Securities Act, and their respective successors, against all claims, losses, damages and liabilities to third parties (or actions in respect thereof) arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement or the Prospectus or other document incident thereto or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and to reimburse the Company and each other person indemnified pursuant to the agreement for any legal or any other expense reasonably incurred in connection with investigating or defending any claim, loss, damage, liability or action; provided that the agreement shall apply only if (and only to the extent that) the statement or omission was made in reliance upon and in conformity with information furnished to the Company in writing by the underwriter specifically for use in the Registration Statement or the Prospectus. 8. Transfer Restrictions. The Stockholder agrees that before any sale or other disposition of any Registrable Shares other than in a sale registered under the Securities Act or pursuant to Rule 144 (or any similar provisions then in force) under the Securities Act (unless the Company shall have been advised by counsel that the sale does not meet the requirements of Rule 144, as the case may be, for such sale), it will deliver to the Company an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such registration is unnecessary. 9. Exempt Sales. (a) The Company shall make all filings with the Securities and Exchange Commission required by Rule 144(c) (or any similar provision then in force) under the Securities Act to permit the sale of Registrable Shares by any holder thereof (other than an Affiliate of the Company) to satisfy the conditions of Rule 144 (or any similar provision then in force). The Company shall, promptly upon the written request of the holder of Registrable Shares, deliver to such holder a written statement as to whether the Company has complied with all such filing requirements. (b) Before sales of Registrable Shares proposed to be sold pursuant to an exemption from the registration requirements of the Securities Act, the Company shall, subject to Section 8(c), cooperate with the holder of such Registrable Shares, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing such Registrable Shares, in connection with the closing of the sales and to enable such Registrable Shares, to be in such denominations and registered in such names as the holder may request. 10. Merger, Consolidation, Exchange, Etc. In the event, directly or indirectly, (1) the Company shall merge with and into, or consolidate with, any other person or (2) any person shall merge with and into, or consolidate, the Company and the Company shall be the surviving corporation of such merger or consolidation and, in connection with such merger or consolidation, all or part of the Registrable Shares shall be changed into or exchanged for stock or other securities of any other person, then, in each such case, proper provision shall be made so that such other person shall be bound by the provisions of this Agreement and the term the "Company" shall thereafter be deemed to refer to such other person. 11. Notices. All notices, requests and other communications to any party under this Agreement shall be in writing. Communications may be made by telecopy or similar writing. Each communication shall be given to the party at its address set forth below or at any other address as the party may specify for this purpose by notice to the other party. Each communication shall be effective (1) if given by telecopy, when the telecopy is transmitted to the proper address and the receipt of the transmission is confirmed, (2) if given by mail, 72 hours after the communication is deposited in the mails properly addressed with first class postage prepaid or (3) if given by any other means, when delivered to the proper address and a written acknowledgement of delivery is received. (a) If to the Company, to: Qwest Communications International Inc. 700 Qwest Tower 555 Seventeenth Street Denver, Colorado 80202 Facsimile Number: (303) 992-1798 Attention: Chief Financial Officer with a copy addressed as set forth above but to the attention of General Counsel, Facsimile Number: (303) 992-1044 and with an additional copy to: Steven L. Grossman O'Melveny & Myers LLP 1999 Avenue of the Stars, Suite 700 Los Angeles, California 90067 Facsimile Number: (310) 246-6779 (b) If to the Stockholder, to: BellSouth Enterprises, Inc. 1155 Peachtree Street, N.E. Suite 2000 Atlanta, Georgia 30309-3610 Facsimile Number: (404) 249-2658 Attention: Keith O. Cowan and with additional copies to: E. John Whelchel BellSouth Corporation 1155 Peachtree Street, N.E. Atlanta, Georgia 30309-3610 Facsimile Number: (404) 249-2629 Gail L. Weinstein Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Facsimile Number: (212) 859-4000 12. No Waivers; Remedies. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver of the right, power or privilege. A single or partial exercise of any right, power or privilege shall not preclude any other or further exercise of the right, power or privilege or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement shall be cumulative and not exclusive of any rights or remedies provided by law. 13. Amendments, Etc. No amendment, modification, termination or waiver of any provision of this Agreement, and no consent to any departure by a party to this Agreement from any provision of this Agreement, shall be effective unless it shall be in writing and signed and delivered by the other party to this Agreement, and then it shall be effective only in the specific instance and for the specific purpose for which it is given. 14. Successors and Assigns. (a) Each holder of Registrable Shares may assign to any permitted transferee of Registrable Shares, its rights and delegate to the transferee its obligations under this Agreement including, without limitation, the rights of assignment pursuant to this Section 14; provided that (1) any assignment of rights under Section 1 of one or more demand registration right must indicate in writing the number of demand rights so assigned and the Company must receive notice of such assignment and (2) such transferee shall accept such rights and assume such obligations for the benefit of the Company by written instrument, in form and substance reasonably satisfactory to the Company. Thereafter, without any further action by any person, all references in this Agreement to the holder of such Registrable Shares, and all comparable references, shall be deemed to be references to the transferee, and the transferor shall be released from each obligation or liability under this Agreement with respect to the Registrable Shares so transferred. (b) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement, the express beneficiaries thereof and their respective permitted heirs, executors, legal representatives, successors and assigns, and no other person. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to principles of conflicts of law. 16. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were on the same instrument. 17. Severability of Provisions. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of the provision in any other jurisdiction. 18. Headings and References. Section headings in this Agreement are included for the convenience of reference only and do not constitute a part of this Agreement for any other purpose. References to parties, express beneficiaries and sections in this Agreement are references to the parties to or the express beneficiaries and sections of this Agreement, as the case may be, unless the context shall require otherwise. 19. Entire Agreement. This Agreement and the Common Stock Purchase Agreements embody the entire agreement and understanding of the parties and supersedes all prior agreements or understandings with respect to the subject matters thereof. 20. Survival. Except as otherwise specifically provided in this Agreement, each representation, warranty or covenant of each party contained in to this Agreement shall remain in full force and effect, notwithstanding any investigation or notice to the contrary or any waiver by the other party of a related condition precedent to the performance by such other party of an obligation under this Agreement. 21. Exclusive Jurisdiction. Each party (1) agrees that any action, complaint, counterclaim, investigation, petition, suit or other proceeding, whether civil or criminal, in law or in equity, or before any arbitrator, court or governmental authority (each, an "Action"), with respect to this Agreement or any transaction contemplated by this Agreement shall be brought exclusively in the courts of the State of New York or of the United States of America for the Southern District of New York, in each case sitting in the Borough of Manhattan, State of New York, (2) accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of those courts and (3) irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any legal action in those jurisdictions; provided, however, that any party may assert in an Action in any other jurisdiction or venue each mandatory defense, third-party claim or similar claim that, if not so asserted in such Action, may thereafter not be asserted by such party in an original Action in the courts referred to in clause (1) above. 22. Waiver of Jury Trial. Each party waives any right to a trial by jury in any Action to enforce or defend any right under this Agreement or any amendment, instrument, document or agreement delivered, or which in the future may be delivered, in connection with this Agreement and agrees that any Action shall be tried before a court and not before a jury. 23. Affiliate. Nothing contained in this Agreement shall constitute Stockholder or any Registering Stockholder an "affiliate" of any of the Company and its Subsidiaries within the meanings of the Securities Act or the Exchange Act, respectively, including, without limitation, Rule 501 under the Securities Act and Rule 13e-3 under the Exchange Act. 24. Non-Recourse. No recourse under this Agreement shall be had against any "controlling person" (within the meaning of Section 20 of the Exchange Act) of any party or the stockholders, directors, officers, employees, agents and Affiliates of such party or such controlling persons, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any Regulation, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by such controlling person, stockholder, director, officer, employee, agent or Affiliate, as such, for any obligations of such party under this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation; provided, however, that nothing contained in this Section 24 shall be deemed to be a waiver by the Company or any such controlling person, stockholder, director, officer, employee, agent or affiliate of the Company of their respective liabilities under applicable federal or state securities laws, rules or regulations. 25. No Inconsistent Agreements. (a) The Company shall not enter into, or amend or otherwise modify, any agreement to afford to any person other than the Stockholder and the holders of Registrable Shares rights with respect to the registration under the Securities Act of shares of Company Common Stock or other securities or the inclusion of any such shares or other securities in any registration that are inconsistent with, or conflict with, the rights of the Stockholders and the holders of Registrable Shares under this Agreement, including, without limitation, Sections 1 and 2. (b) Without derogating from the generality of Section 25(a), after the date of this Agreement, the Company shall not enter into, or amend or otherwise modify, any agreement to afford to any person other than the Stockholder and the holders of Registrable Shares the right to require the Company to include in any registration pursuant to Section 1 any securities of the Company pursuant to the exercise of any "piggy-back" right under an agreement with the Company not in existence as of the date of this Agreement. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective authorized officers as of the date first written above. BELLSOUTH ENTERPRISES, INC. By: /s/ Keith O. Cowan Name: Keith O. Cowan Title: Authorized Signatory QWEST COMMUNICATIONS INTERNATIONAL INC. By: /s/ Drake S. Tempest Name: Drake S. Tempest Title: Executive Vice President and General Counsel REGISTRATION RIGHTS AGREEMENT by and between QWEST COMMUNICATIONS INTERNATIONAL INC. and BELLSOUTH ENTERPRISES, INC. Dated as of April 19, 1999 TABLE OF CONTENTS Page 1. Demand Registration Rights..................................1 2. Piggy-back Registration Rights..............................3 3. Registration Provisions.....................................5 4. Blackout Provisions........................................11 5. Termination Provisions.....................................12 6. Expenses .........................................12 7. Indemnification .........................................13 8. Transfer Restrictions......................................16 9. Exempt Sales .........................................16 10. Merger, Consolidation, Exchange, Etc.......................17 11. Notices .........................................17 12. No Waivers; Remedies.......................................18 13. Amendments, Etc .........................................18 14. Successors and Assigns.....................................18 15. Governing Law .........................................19 16. Counterparts; Effectiveness................................19 17. Severability of Provisions.................................19 18. Headings and References....................................19 19. Entire Agreement .........................................19 20. Survival .........................................19 21. Exclusive Jurisdiction.....................................19 22. Waiver of Jury Trial.......................................19 23. Affiliate .........................................20 24. Non-Recourse .........................................20 25. No Inconsistent Agreements.................................20 -----END PRIVACY-ENHANCED MESSAGE-----