364-DAYCredit Agreement • June 11th, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
U S WEST CAPITAL FUNDING, Inc., Issuer, U S WEST, Inc., Guarantor and The First National Bank of Chicago, Trustee INDENTURE Dated as of June 29, 1998Indenture • November 18th, 1998 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
EXHIBIT 4-A.2 CONFORMED COPY AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT NO. 2 (the "Amendment"), dated as of July 18, 1999, to the Rights Agreement, dated as of June 1, 1998, by and between U S WEST, Inc., a Delaware corporation (the "Company"),...Rights Agreement • August 10th, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • Delaware
W I T N E S S E T HAssignment and Assumption Agreement • August 10th, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
364-DAYCredit Agreement • May 15th, 2000 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
EXHIBIT 1(a) U S WEST CAPITAL FUNDING, INC. Debt Securities Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and Interest by U S WEST, INC. UNDERWRITING AGREEMENT November 13, 1998 To the Underwriters Named in Schedule II hereto...U S West Inc /De/ • November 18th, 1998 • Telephone communications (no radiotelephone) • New York
U S WEST, INC. FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT is made between U S WEST, Inc. (the "Company" or "U S WEST") and the Optionee ("Optionee") named in the schedule attached to and made part of this Agreement (the "Schedule"),...Stock Option Agreement • May 7th, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • Colorado
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT dated as of September 8, 1999 to the Agreement and Plan of Merger dated as of July 18, 1999 (the "Merger Agreement") between QWEST COMMUNICATIONS INTERNATIONAL INC., a Delaware corporation...Agreement and Plan of Merger • November 12th, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • Delaware
U S WEST CAPITAL FUNDING, INC. DEBT SECURITIES UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY U S WEST, INC. UNDERWRITING AGREEMENT June 24, 1998U S West Inc /De/ • June 29th, 1998 • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.2 CONFORMED COPY TERMINATION AGREEMENT TERMINATION AGREEMENT dated as of July 18, 1999 between GLOBAL CROSSING LTD., a company formed under the laws of Bermuda ("Global"), and U S WEST, Inc., a Delaware corporation ("USW"). W I T N E S S E...Termination Agreement • July 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10(f) [CHANGE OF CONTROL AGREEMENT FOR PRESIDENT AND CHIEF EXECUTIVE OFFICER] June 22, 1998 Solomon D. Trujillo Chief Executive Officer and President U S WEST, Inc. 1801 California, Suite 5200 Denver, Colorado 80202 Dear Sol: U S WEST, Inc.,...Change of Control Agreement • August 12th, 1998 • U S West Inc /De/ • Telephone communications (no radiotelephone) • Delaware
U S WEST CAPITAL FUNDING, Inc., Issuer, U S WEST, Inc., Guarantor and The First National Bank of Chicago, Trustee INDENTURE Dated as of June 29, 1998U S West Inc /De/ • June 11th, 1999 • Telephone communications (no radiotelephone) • New York
EXECUTION COPY] AMENDED AND RESTATED CREDIT AGREEMENT AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of May 7, 1999 among U S WEST Capital Funding, Inc., U S WEST, Inc. and the Banks listed on the signature pages hereof (the "Amendment and...Credit Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
EXHIBIT (c)(3) CONFORMED COPY -------------- VOTING AGREEMENTVoting Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
TAX SHARING AGREEMENT TAX SHARING AGREEMENT, dated as of June 5, 1998, by and between U S WEST, Inc., a Delaware corporation ("U S WEST") to be renamed MediaOne Group, Inc. and USW-C, Inc., a Delaware corporation and wholly owned subsidiary of U S...Tax Sharing Agreement • June 26th, 1998 • U S West Inc /De/ • Telephone communications (no radiotelephone) • Colorado
CONFORMED COPY -------------- STANDSTILL AGREEMENTStandstill Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
MORGAN GUARANTY TRUST COMPANY OF NEW YORKU S West Inc /De/ • May 21st, 1999 • Telephone communications (no radiotelephone) • New York
W I T N E S S E T H :U S West Inc /De/ • August 10th, 1999 • Telephone communications (no radiotelephone) • New York
CONFORMED COPY -------------- TRANSFER AGREEMENTTransfer Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.1 VOTING AGREEMENT Agreement dated as of July 18, 1999 among each of the shareholders listed on the signature page hereto (each, a "Shareholder") and U S WEST, Inc., a Delaware corporation (the "Company"). (A) Capitalized terms used herein...Voting Agreement • July 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • Delaware
FORM OF AGREEMENT FOR PURCHASE AND SALE OF TELEPHONE EXCHANGES FOR NINE (9) STATES]Form of Agreement • June 18th, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • Colorado
AGREEMENTSeverance Agreement • August 12th, 1998 • U S West Inc /De/ • Telephone communications (no radiotelephone)
FORM OFRights Agreement • April 2nd, 1998 • Usw-C Inc • Telephone communications (no radiotelephone) • Delaware
WITNESSETHRights Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10(g) [FORM OF CHANGE OF CONTROL AGREEMENT FOR TIER II EXECUTIVES]U S West Inc /De/ • August 12th, 1998 • Telephone communications (no radiotelephone) • Delaware
SEPARATION AGREEMENT SEPARATION AGREEMENT, dated as of June 5, 1998, between U S WEST, INC., a Delaware corporation ("U S WEST"), to be renamed "MEDIAONE GROUP, INC.," and USW-C, INC., a Delaware corporation and indirect wholly owned subsidiary of U S...Separation Agreement • June 26th, 1998 • U S West Inc /De/ • Telephone communications (no radiotelephone) • Colorado
EXHIBIT 10-F CONFORMED COPY AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT dated as of June 11, 1999 to the 364-Day Credit Agreement dated as of May 19, 1999 (the "Credit Agreement") among U S WEST COMMUNICATIONS, INC. (the "Company"), the BANKS listed...Credit Agreement • August 10th, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
EXHIBIT 10-P AMENDMENT to the SEPARATION AGREEMENT, Dated as of June 5, 1998 between U S WEST, INC. (renamed as of the date hereof MEDIAONE GROUP, INC.) and USW-C, INC. (renamed as of the date hereof U S WEST, INC.) Dated as of June 12, 1998...Separation Agreement • March 24th, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • Colorado
AMENDMENT NO. 1 TO TENDER OFFER AND PURCHASE AGREEMENTTender Offer and Purchase Agreement • August 10th, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone)
Page ---- ARTICLE I THE MERGERS Section 1.1 Formation of Subsidiaries; The Mergers........................1 Section 1.2 Effective Time................................................3 Section 1.3 Effect of the...Agreement and Plan of Merger • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • Delaware
betweenAgreement and Plan of Merger • July 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 99 U S WEST and CWA Reach Tentative Agreement on Labor Contract DENVER, Aug. 31 -- U S WEST and the Communications Workers of America have reached a tentative agreement on a new three-year contract. The agreement provides U S WEST employees...U S West Inc /De/ • September 1st, 1998 • Telephone communications (no radiotelephone)
DENVER, Aug. 31 -- U S WEST and the Communications Workers of America have reached a tentative agreement on a new three-year contract. The agreement provides U S WEST employees with an attractive wage and benefits package, and innovative efforts which will improve customer service -- including a voluntary pay-for-performance plan that rewards employees for improving service to customers. Reductions in mandatory overtime are provided and for more notification of schedule changes and flexibility on vacation time.
EXHIBIT 10(e)(1) AMENDMENT NO. 1 TO CREDIT AGREEMENTS AMENDMENT dated as of June 30, 1998 to the 364-Day Credit Agreement dated as of May 8, 1998 and the Five-Year Credit Agreement dated as of May 8, 1998 (individually a "Credit Agreement" and...U S West Inc /De/ • November 6th, 1998 • Telephone communications (no radiotelephone) • New York
Reference is hereby made to (i) the Stockholders Agreement dated as of August 12, 1998 (the "Stockholders Agreement") by and among Global and the ---------------------- Stockholders, (ii) the Registration Rights Agreement dated as of August 12, 1998...Conformed Copy Agreement • May 21st, 1999 • U S West Inc /De/ • Telephone communications (no radiotelephone) • New York
EXHIBIT 10-H.1 [FORM OF EXECUTIVES' RETENTION AGREEMENT] Date Name Title Address City, State, Zip Dear : In light of the expected merger (the "Merger") of U S West, Inc. ("Company" and Qwest Communications International Inc. ("Qwest"), the Human...U S West Inc /De/ • September 20th, 1999 • Telephone communications (no radiotelephone)
In light of the expected merger (the "Merger") of U S West, Inc. ("Company" and Qwest Communications International Inc. ("Qwest"), the Human Resources Committee (the "Committee") and the Board of Directors of the Company (the "Board") have concluded that it is in the best interests of the Company and its stockholders to modify the terms of your current change of control agreement, dated as of July 9, 1998 (the "Control Agreement"). The Committee and the Board intend the modifications in this agreement (the "Retention Agreement") to provide incentives to you to remain with the Company through the completion of the Merger and to assume a key executive position at the post-merger company (the "Merger Successor"). The Committee and the Board further intend that this Retention Agreement be part of the retention and stay bonus program to which the Company and Qwest agreed in their Merger agreement.
