{"id":43580,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/securities-purchase-agreement-qwest-communications.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"securities-purchase-agreement-qwest-communications","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/securities-purchase-agreement-qwest-communications.html","title":{"rendered":"Securities Purchase Agreement &#8211; Qwest Communications International Inc. and BellSouth Corp."},"content":{"rendered":"<pre>                          SECURITIES PURCHASE AGREEMENT\n\n         This Securities Purchase Agreement (this \"AGREEMENT\") is entered into\nas of January 16, 2001, by and between QWEST COMMUNICATIONS INTERNATIONAL INC.,\na Delaware corporation (\"QCI\"), and BELLSOUTH CORPORATION, a Georgia corporation\n(\"BSC\"). QCI and BSC are herein sometimes collectively referred to as the\n\"PARTIES.\"\n\n                                    AGREEMENT\n\n         NOW, THEREFORE, the Parties, in consideration of the mutual covenants\ncontained herein, and for other good and valuable consideration, the receipt of\nwhich is hereby acknowledged, covenant and agree with each other as follows:\n\n1. DEFINITIONS. Unless otherwise defined herein the following terms have the\nfollowing meanings:\n\n         \"AFFILIATE\" means a Person that directly, or indirectly through one or\nmore intermediaries, is controlled by, or is under common control with, a\nspecified Person, or any Person in which a specified Person owns directly or\nindirectly more than a 10% equity interest. The term \"control\" (including, with\ncorrelative meanings, the terms \"controlled by\" and \"under common control with\")\nmeans the possession of power to direct the management and policies of the\nreferenced Person, whether through ownership interests, by contract or\notherwise.\n\n         \"BSC AFFILIATE\" means any Affiliate of BSC.\n\n         \"BSC SHARES\" means the shares of QCI's common stock (as such shares may\nbe adjusted in the event of stock dividends, split ups, reverse split ups,\nmergers, recapitalizations, subdivisions, exchanges of shares or the like) (\"QCI\nStock\") owned by BSC on the date hereof.\n\n         Capitalized terms used herein without definitions have the meanings\nascribed to such terms in the Master Agreement dated as of April 19, 1999\nbetween Qwest Communications Corporation and BellSouth Value Added Services\nHoldings, Inc., as amended to the date hereof (the \"Master Agreement\"), and in\nthe QCI Stock Purchase Agreement, as applicable.\n\n2. AGREEMENT TO PURCHASE AND SELL SHARES. Subject to the terms and conditions\ncontained herein, BSC hereby agrees to sell to QCI and QCI hereby agrees to\npurchase from BSC, 22,222,222 (the \"Shares\") of the 74,000,000 BSC Shares, at a\nprice equal to $45.00 per share for an aggregate purchase price of\n$1,000,000,000 (the \"Purchase Price\"). The closing and the purchase and sale of\nthe Shares (the \"Closing\") shall be held at the offices of BSC at 11:00 a.m. EST\non the date hereof. At the closing, BSC will deliver to QCI one or more\ncertificate(s) for the BSC Shares with a duly executed stock power in favor of\nQCI for the Shares, against payment of the aggregate Purchase Price by wire\ntransfer of immediately available funds to an account designated by BSC. QCI\nwill, as soon as practicable after the Closing, cause its transfer agent (i) to\nplace 4,705,143 of the BSC Shares in an uncertificated \"restricted stop\"\naccount, and (ii) to deliver 6 new certificates in the aggregate amount of\n47,072,635 of the BSC Shares subject to the legends required under the Common\nStock Purchase Agreement dated as of April 19, 1999 between BellSouth\nEnterprises, Inc. and QCI (the \"QCI Stock Purchase Agreement\") as well as a\nlegend as follows:\n\n         \"The shares represented by this certificate are subject to restrictions\n         on transfer, including any sale, pledge or other hypothecation, set\n         forth in an Agreement dated as of January 16, 2001, between the Company\n         and BellSouth Corporation, a copy of which may be obtained at no cost\n         by written request \n\n\n                                       1\n   2\n\n         made by the holder of record of this certificate to the secretary of\n         the Company at the Company's principal executive offices.\"\n\nQCI agrees to remove the above legend at such time as the BSC Shares may be\ntransferred in compliance with the first sentence of paragraph 5A of this\nAgreement.\n\n3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BSC. BSC hereby represents,\nwarrants and covenants to QCI as follows:\n\n         A. BSC is a corporation duly incorporated and validly existing and in\ngood standing under the laws of the state of Georgia and has all necessary\ncorporate power and authority to enter into this Agreement and to transfer the\nBSC Shares in accordance with the terms of this Agreement at the Closing (such\nBSC Shares collectively referred to as the \"Transfer BSC Shares\"), and this\nAgreement constitutes the legally valid and binding obligation of BSC\nenforceable against it in accordance with its terms.\n\n         B. BSC beneficially owns and has the unrestricted right (other than as\nsuch right may be restricted by the Securities Act of 1933 as amended (the\n\"Securities Act\")) to transfer the Transfer BSC Shares, free and clear of all\nliens, claims, charges and other encumbrances (other than any restrictions under\nthe QCI Stock Purchase Agreement). Upon completion of the Closing QCI will be\nthe legal and beneficial owner of the Transfer BSC Shares, free and clear of all\nliens, claims, charges, transfer restrictions and other encumbrances (other than\nany restrictions under the Securities Act and the QCI Stock Purchase Agreement).\n\n         C. The execution and delivery by BSC of this Agreement and the\nperformance by BSC of its obligations hereunder, have been duly authorized by\nall necessary corporate action and do not and will not contravene, violate,\nresult in a breach of or constitute a default under (i) its articles of\nincorporation or bylaws, (ii) any regulation of any governmental entity or any\ndecision, ruling, order, or award of any court or any arbitrator applicable to\nit or any of its properties, or (iii) any agreement that BSC is a party to or by\nwhich it or any of its properties may be bound or affected.\n\n4. REPRESENTATIONS AND WARRANTIES OF QCI. QCI hereby represents and warrants to\nBSC as follows:\n\n         A. QCI is a corporation duly incorporated and validly existing and in\ngood standing under the laws of the state of Delaware, and has all necessary\ncorporate power and authority to enter into this Agreement and perform its\nobligations hereunder, including to purchase Transfer BSC Shares from BSC to be\ntransferred on the date hereof under the terms described herein; and this\nAgreement constitutes the legally valid and binding obligation of QCI\nenforceable against it in accordance with its terms.\n\n         B. The execution and delivery by QCI of this Agreement and the\nperformance by QCI of its obligations hereunder, have been duly authorized by\nall necessary corporate action and do not and will not contravene, violate,\nresult in a breach of or constitute a default under (i) its articles of\nincorporation or bylaws, (ii) any regulation of any governmental entity or any\ndecision, ruling, order or award of any court or arbitrator applicable to it or\nany of its properties, or (iii) any agreement that QCI is a party to or by which\nit or any of its properties may be bound or affected.\n\n5. COVENANTS WITH RESPECT TO BSC SHARES.\n\n         A. Until the earliest of (i) the date of termination of the Master\nAgreement by Qwest (other than pursuant to Section 4.2(a) or 4.2(c) (with\nrespect to an event relating to Vasco or its Controlled Affiliate) of the Master\nAgreement) and (ii) with respect to (x) 11,111,111 BSC Shares, February 16,\n2001, and (y) 40,666,667 BSC Shares, January 16, 2002 and (iii) the happening of\nany event giving rise to early termination in Section 7.4 of the QCI Stock\nPurchase Agreement, BSC shall not, and shall not cause or permit its\nsubsidiaries or any\n\n\n                                       2\n   3\n\nGroup, including BSC or any of its subsidiaries, to, directly or indirectly,\nTransfer any BSC Shares, other than a transfer permitted by Section 7.2(b)(1) or\n(2) of the QCI Stock Purchase Agreement or a Transfer contemplated by this\nAgreement or by the Services Purchase Agreement entered into as of the date\nhereof by and between QCI and BSC. Effective at the Closing, the QCI Stock\nPurchase Agreement shall hereby be amended to provide that the transfer\nrestrictions contained in Section 7.2(d) thereof (as modified by Section 8.1(l))\nshall remain in effect from the termination of the restrictions with respect to\nany BSC Shares contained in this Section until June 1, 2004.\n\n         B. The certificates evidencing the Transfer BSC Shares will be properly\nendorsed for transfer to, or accompanied by, a duly executed stock power in\nfavor of QCI. BSC will pay any transfer or recordation taxes payable with\nrespect to the transfer of the Transfer BSC Shares.\n\n6. GOVERNING LAW. This agreement shall be governed by and construed in\naccordance with the laws of the state of New York without regard to conflicts of\nlaw principles.\n\n7. NO THIRD PARTY BENEFICIARIES. This Agreement does not provide and is not\nintended to provide third parties (including, but not limited to, customers of\nBSC and BSC Affiliates) with any remedy, claim, liability, reimbursement, cause\nof action, or any other right.\n\n8. ASSIGNMENT. This Agreement and all of the provisions hereof will be binding\nupon and inure to the benefit of the parties hereto and their respective\nsuccessors and permitted assigns. Neither party may assign, transfer or convey\nby operation of law or otherwise its rights or obligations hereunder. Any\nassignment, transfer or other disposition by either Party that is in violation\nof this Section shall be absolutely null and void ab initio.\n\n9. NOTICES. Each notice, demand, certification or other communication given or\nmade under this Agreement will be in writing and will be delivered by hand or\nsent by registered mail or by facsimile transmission to the address of the\nrespective Party as shown below (or such other address as may be designated in\nwriting to the other party hereto in accordance with the terms of this Section):\n\n         If to QCI:        Qwest Communications International Inc.\n                           1801 California Street\n                           Denver, Colorado  80202\n                           Attn:  Chief Financial Officer\n\n                           With a copy addressed as set forth above, but to the\n                           attention of General Counsel\n\n         If to BSC:        BellSouth Corporation\n                           1155 Peachtree Street, N.E.\n                           Atlanta, Georgia 30309-3610\n                           Attn: [Withheld]\n\n                           With a copy addressed as set forth above but to the \n                           attention of [Withheld]\n\n         Any change to the name, address and facsimile numbers may be made at\nany time by giving fifteen (15) days prior written notice in accordance with\nthis Section. Any such notice, demand or other communication will be deemed to\nhave been received, if delivered by hand, at the time of delivery or, if posted,\nat the expiration of five (5) Business Days after the date of mailing, or, if\nsent by facsimile, on the next Business Day following the day of sending.\n\n\n                                       3\n   4\n\n10. SEVERABILITY. If any provision of this Agreement is determined to be\ninvalid, illegal or unenforceable, such provision will be deemed to be deleted\nfrom this Agreement and the remaining provisions will continue in full force and\neffect.\n\n11. HEADINGS. The Section headings of this Agreement are for convenience of\nreference only and are not intended to restrict, affect or influence the\ninterpretation or construction of provisions of such Section.\n\n12. TELECOPY\/COUNTERPARTS. This Agreement and any amendment hereto or any\ndocument delivered pursuant hereto may be executed by telecopy in counterparts,\neach of which when executed and delivered will be deemed an original. Such\ncounterparts will together (as well as separately) constitute one and the same\ninstrument. Any execution by telecopy will be followed promptly by signed\noriginal counterparts.\n\n13. ENTIRE AGREEMENT. This Agreement supersedes all prior or written\nunderstandings between the parties hereto and constitutes the entire agreement\nwith respect to the subject matter herein and therein. This Agreement will not\nbe modified or amended except by a writing signed by authorized representatives\nof the parties hereto.\n\n14. DISPUTES. All disputes arising under or relating to this Agreement or the\nsubject matter hereof shall be referred and resolved in accordance with Section\n1.7 and 6.2 of the Master Agreement as if a \"Dispute\" thereunder, provided that\nupon termination of the Master Agreement, such disputes will be submitted first\nto the Executives and Section 1.7(c) shall be replaced by the following:\n\n         (c) If the Senior Executive Officers are unable to resolve any such\n         Dispute within such thirty-day period, it shall be deemed a \"Section\n         6.2 Dispute\" and either party may invoke the provisions of Section 6.2\n         of this Master Agreement.\n\n15. PUBLICITY. BSC and QCI will agree on the form and content of the initial\npublic announcement to be made concerning this Agreement and the transactions\ncontemplated hereby, and neither BSC nor QCI shall make such public announcement\nwithout the consent of the other, except as required by law.\n\n16. LIMITATION OF LIABILITY. In no event will BSC or QCI be liable to the other\nhereunder for consequential, incidental, indirect or special damages, including,\nbut not limited to, loss of revenue, loss of business opportunity, or the costs\nassociated therewith.\n\n17. FEES AND EXPENSES. Each of BSC and QCI agrees to pay its own expenses and\ndisbursements incident to the performance of its obligations hereunder.\n\n\n                                       4\n   5\n\n         IN WITNESS WHEREOF, the Parties have executed this Agreement effective\non the date first written above.\n\nBELLSOUTH CORPORATION\n\n\nBy:  \n     ------------------------------\n         Name:\n         Title:\n\n\nQWEST COMMUNICATIONS INTERNATIONAL INC.\n\n\nBy:  \n     ------------------------------\n         Name:\n         Title:\n\n\n                                       5\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6883,8630],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9622,9627],"class_list":["post-43580","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bellsouth-corp","corporate_contracts_companies-qwest-communications-international-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43580","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43580"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43580"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43580"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43580"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}