EXHIBIT 2.2
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT (this "AMENDMENT"), to AGREEMENT AND PLAN OF MERGER dated as
of March 8, 1998 (the "AGREEMENT AND PLAN OF MERGER") among QWEST
COMMUNICATIONS INTERNATIONAL INC., a Delaware corporation ("QWEST"), QWEST
1998-L ACQUISITION CORP., a Delaware corporation and a direct wholly-owed
subsidiary of Qwest ("MERGER SUB"), and LCI INTERNATIONAL, INC., a Delaware
corporation ("LCI").
Terms not otherwise defined in this Amendment have the meanings stated in
the Agreement and Plan of Merger.
RECITALS
A. Qwest, Merger Sub and LCI entered into the Agreement and Plan of Merger
as of March 8, 1998.
B. On May 4, 1998, the parties desire to amend the Agreement and Plan of
Merger to change the amount of the Termination Fee.
AGREEMENT
In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties agree that such Agreement and Plan of
Merger shall be, and hereby is, amended as follows:
SECTION 1. AMENDMENT.
(a) Section 7.2(b) of the Agreement and Plan of Merger is hereby amended and
restated in its entirety as follows:
"(b) Qwest and LCI agree that LCI shall pay to Qwest the sum of $125
million (the "TERMINATION FEE") solely as follows: (i) if LCI shall
terminate this Agreement pursuant to Section 7.1(f), (ii) if (A) LCI or
Qwest shall terminate this Agreement pursuant to Section 7.1(d)(i) due to
the failure of LCI's stockholders to approve and adopt this Agreement, (B)
at any time after the date of this Agreement and at or before the time of
the event giving rise to such termination there shall exist an Acquisition
Proposal with respect to LCI and (C) within 12 months of the termination of
this Agreement, LCI enters into a definitive agreement with any third party
with respect to an Acquisition Proposal or an Acquisition Proposal is
consummated, (iii) if Qwest shall terminate this Agreement pursuant to
Section 7.1(e), 7.1(g) or 7.1(h), or (iv) if (A) Qwest shall terminate this
Agreement pursuant to Section 7.1(b) or LCI or Qwest shall terminate this
Agreement pursuant to Section 7.1(c), (B) at any time after the date of
this Agreement and at or before the time of the event giving rise to such
termination there shall exist an Acquisition Proposal, (C) following the
existence of such Acquisition Proposal and prior to any such termination,
LCI shall have intentionally breached (and not cured after notice thereof)
any of its material covenants or agreements set forth in this Agreement in
any material respect and (D) within 12 months of any such termination of
this Agreement, LCI shall enter into a definitive agreement with any third
party with respect to an Acquisition Proposal or an Acquisition Proposal is
consummated."
(b) Except as expressly provided in this Amendment to the contrary, the
Agreement and Plan of Merger shall remain in full force and effect; provided
that all references to the Agreement and Plan of Merger shall be deemed to
include the Agreement and Plan of Merger, as amended by this Amendment.
SECTION 2. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other party, it being understood that both
parties need not sign the same counterpart.
SECTION 3. GOVERNING LAW. This Amendment shall be governed and construed in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, Qwest, LCI and Merger Sub have caused this Amendment to
be signed by their respective officers thereunto duly authorized, all as of
March 8, 1998.
QWEST COMMUNICATIONS
INTERNATIONAL INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:President and Chief
Executive Officer
QWEST 1998-L ACQUISITION CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name:▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:Vice President
LCI INTERNATIONAL, INC.
By: /s/ H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name:H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:Chairman of the Board and
Chief Executive Officer
