FIRST AMENDMENT
to
RIGHTS AGREEMENT
FIRST AMENDMENT dated as of March 8, 1998 ("this Amendment") between
LCI International, Inc., a Delaware corporation (the "Company"), and Fifth
Third Bank, as Rights Agent.
WHEREAS, the above-mentioned parties have previously entered into that
certain Rights Agreement dated as of January 22, 1997 (the "Rights
Agreement") governing certain preferred stock purchase rights (the "Rights")
of the Company's stockholders;
WHEREAS, the Company has entered into an Agreement and Plan of Merger
(the "Merger Agreement"), by and among the Company, Qwest Communications
International Inc., a Delaware corporation ("Parent"), and Quest
1998-L Acquisition Corp, a Delaware corporation and a wholly-owned subsidiary
of Parent ("QAI"), pursuant to which QAI will be merged with and into the
Company and the Company shall become a wholly-owned subsidiary of Parent (the
"Merger");
WHEREAS, the Board of Directors deems it desirable and in the best
interests of its stockholders that the transactions contemplated by the
Merger Agreement be consummated;
WHEREAS, the Merger Agreement provides that prior to the execution of
the Merger Agreement, the Board of Directors of the Company shall have
approved an amendment to the Rights Agreement to the effect that Parent, QAI
and their affiliates shall not become an Acquiring Person (as such term is
defined in the Rights Agreement); and
WHEREAS, such parties wish to amend the Rights Agreement in the manner
set forth below.
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used herein, unless otherwise defined herein,
shall have the meanings given them in the Rights Agreement, and each
reference in the Rights Agreement to "this Agreement," "hereof," "herein,"
"hereunder" or "hereby" and each other similar reference shall be deemed to
refer to the Rights Agreement as amended hereby. All references to the
Rights Agreement in any other agreement between or among any of the parties
hereto relating to the transactions contemplated by the Rights Agreement
shall be deemed to refer to the Rights Agreement as amended hereby.
2. The definition of "Acquiring Person" in Section 1 of the Rights
Agreement is hereby amended by adding the following provision to the end of
the last sentence of paragraph (a)(i) of such definition:
"and shall not include Parent, QAI or any of their Affiliates or
Associates which otherwise would become an Acquiring Person solely by reason
or as a result of the execution or delivery of the Merger Agreement or the
consummation of the Merger or any other transaction contemplated by the
Merger Agreement."
3. The following definitions are hereby added to Section 1 of the
Rights Agreement:
""Merger" means the merger of QAI with and into the Company upon
the terms and conditions set forth in the Merger Agreement."
""Merger Agreement" means the Agreement and Plan of Merger, dated
as of March 8, among the Company, QAI and Parent."
""Parent" means Qwest Communications International Inc., a
Delaware corporation."
""QAI" means Qwest 1998-L Acquisition Corp., a Delaware
corporation and a direct, wholly owned subsidiary of Parent."
4. This Amendment shall be governed by and construed in accordance
with the internal laws of the State of Delaware applicable to contracts made
and performed entirely in Delaware.
5. This Amendment may be signed in any number of counterparts, each of
which shall be deemed an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
6. Except as expressly amended hereby, the Rights Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
LCI INTERNATIONAL, INC.
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------ By:--------------------------------
Secretary Name: H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chairman
FIFTH THIRD BANK
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------ By:--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
