AGREEMENT BETWEEN
QWEST COMMUNICATIONS INTERNATIONAL INC. AND LEAD COUNSEL.
WITHOUT LIMITATION,
EACH SUCH LAW FIRM AND ITS PARTNERS AND/OR SHAREHOLDERS AGREE THAT THE COURT
MAY, UPON APPLICATION OF QWEST COMMUNICATIONS INTERNATIONAL INC., SUMMARILY
ISSUE ORDERS INCLUDING, WITHOUT LIMITATION, JUDGMENTS AND ATTACHMENT ORDERS AND
MAY MAKE APPROPRIATE FINDINGS OF OR SANCTIONS FOR CONTEMPT, AGAINST THEM OR ANY
OF THEM SHOULD SUCH LAW FIRM FAIL TIMELY TO REPAY SUCH FEES AND EXPENSES.
7.3
THE PROCEDURE FOR AND THE ALLOWANCE OR
DISALLOWANCE BY THE COURT OF ANY APPLICATIONS BY LEAD COUNSEL FOR ATTORNEYS'
FEES AND EXPENSES TO BE PAID OUT OF THE SETTLEMENT FUND ARE NOT PART OF THE
SETTLEMENT SET FORTH IN THE STIPULATION, AND ARE TO BE CONSIDERED BY THE COURT
SEPARATELY FROM THE COURT'S CONSIDERATION OF THE FAIRNESS, REASONABLENESS AND
ADEQUACY OF THE SETTLEMENT SET FORTH IN THE STIPULATION, AND ANY ORDER OR
PROCEEDING RELATING TO THE FEE AND EXPENSE APPLICATION, OR ANY APPEAL FROM ANY
ORDER RELATING THERETO OR REVERSAL OR MODIFICATION THEREOF, SHALL NOT OPERATE TO
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TERMINATE OR CANCEL THE STIPULATION, OR AFFECT OR DELAY THE FINALITY OF THE
JUDGMENT APPROVING THE STIPULATION AND THE SETTLEMENT OF THE LITIGATION SET
FORTH THEREIN.
7.4
SETTLING DEFENDANTS AND THEIR RELATED
PARTIES SHALL HAVE NO RESPONSIBILITY FOR THE ALLOCATION AMONG PLAINTIFFS'
COUNSEL, AND/OR ANY OTHER PERSON WHO MAY ASSERT SOME CLAIM THERETO, OF ANY FEE
AND EXPENSE AWARD THAT THE COURT MAY MAKE IN THE LITIGATION.
8.
CONDITIONS OF SETTLEMENT, EFFECT OF DISAPPROVAL, CANCELLATION OR
TERMINATION
8.1
THE EFFECTIVE DATE OF THE STIPULATION SHALL
BE CONDITIONED ON THE OCCURRENCE OF THE LAST TO OCCUR OF THE FOLLOWING EVENTS:
(a)
Qwest Communications International Inc. has
timely made or caused to be made its contributions to the Settlement Fund as
required by ¶¶ 2.1 and 2.2 hereof;
(b)
the Court has entered the Notice Order, as
required by ¶ 4.1 hereof;
(c)
the Court has entered the Judgment,
attached hereto as Exhibit B, or a judgment substantially similar in all
material respects to the Judgment attached hereto as Exhibit B;
(d)
the Judgment has become Final; and
(e)
Qwest Communications International Inc. has
waived or has not timely asserted any right to withdraw from the Settlement,
including those rights to terminate provided under ¶¶ 8.2 and 11 hereof.
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8.2
SIMULTANEOUSLY HEREWITH, QWEST
COMMUNICATIONS INTERNATIONAL INC. AND THE LEAD PLAINTIFFS (INDIVIDUALLY AND ON
BEHALF OF THE CLASS) HAVE ENTERED INTO A "SUPPLEMENTAL AGREEMENT REGARDING
REQUESTS FOR EXCLUSION" SETTING FORTH, AMONG OTHER THINGS, CERTAIN CONDITIONS
UNDER WHICH THIS STIPULATION MAY BE WITHDRAWN OR TERMINATED BY QWEST
COMMUNICATIONS INTERNATIONAL INC.
THE SUPPLEMENTAL AGREEMENT REGARDING REQUESTS
FOR EXCLUSION SHALL NOT BE FILED PRIOR TO THE SETTLEMENT HEARING UNLESS A
DISPUTE ARISES AS TO ITS TERMS OR QWEST COMMUNICATIONS INTERNATIONAL INC.
EXERCISES ITS RIGHTS THEREUNDER.
IN THE EVENT OF A WITHDRAWAL FROM THIS
STIPULATION PURSUANT TO THE SUPPLEMENTAL AGREEMENT REGARDING REQUESTS FOR
EXCLUSION, THIS STIPULATION SHALL BECOME NULL AND VOID AND OF NO FURTHER FORCE
AND EFFECT AND THE PROVISIONS OF ¶ 8.4 HEREOF