ANY MEMBER OF THE ADMINISTRATIVE BOARD OF ARTHUR ANDERSEN LLP (OR
ANY OFFICER, DIRECTOR, MEMBER OR SHAREHOLDER OF ANY
38
ADMINISTRATIVE BOARD), ANY PRESENT OR FORMER DIRECTORS, OFFICERS, MANAGERS,
PARTNERS, PARTICIPATING PRINCIPALS, NATIONAL DIRECTORS OR SIMILAR PERSONS OF
ARTHUR ANDERSEN LLP OR ANY OF THEIR RESPECTIVE AGENTS OR REPRESENTATIVES
(COLLECTIVELY, THE "ANDERSEN COVERED PERSONS") HAVE ANY PERSONAL LIABILITY WITH
RESPECT TO THE OBLIGATIONS ARISING OUT OF OR RELATING TO THIS STIPULATION; AND
(II) NO ANDERSEN COVERED PERSON SHALL BE OBLIGATED TO MAKE, AND NO ANDERSEN
COVERED PERSON IN FACT WILL MAKE, ANY CAPITAL CONTRIBUTION OR OTHER PAYMENT OF
ANY KIND TO ARTHUR ANDERSEN LLP IN ORDER FOR ARTHUR ANDERSEN LLP TO SATISFY ITS
OBLIGATIONS ARISING OUT OF OR RELATING TO THIS STIPULATION.
NOTWITHSTANDING
THIS PARAGRAPH, ARTHUR ANDERSEN LLP (BUT NOT ANDERSEN COVERED PERSONS) IS
RESPONSIBLE FOR THE CONTRIBUTION OF $10 MILLION (TEN MILLION DOLLARS) TO THIS
SETTLEMENT, SUCH PAYMENT TO BE MADE TO QWEST COMMUNICATIONS INTERNATIONAL INC.
12.5
NEITHER THE STIPULATION NOR THE SETTLEMENT
CONTAINED HEREIN, NOR ANY ACT PERFORMED OR DOCUMENT EXECUTED PURSUANT TO OR IN
FURTHERANCE OF THE STIPULATION OR THE SETTLEMENT: (A) IS OR MAY BE DEEMED TO BE
OR MAY BE USED AS AN ADMISSION OF, OR EVIDENCE OF, THE VALIDITY OF ANY RELEASED
CLAIM, OR OF ANY WRONGDOING OR LIABILITY OF THE RELEASED PERSONS OR NON-SETTLING
DEFENDANTS; OR (B) IS OR MAY BE DEEMED TO BE OR MAY BE USED AS AN ADMISSION OF,
OR EVIDENCE OF, ANY FAULT OR OMISSION OF ANY OF THE RELEASED PERSONS OR
NON-SETTLING DEFENDANTS IN ANY CIVIL, CRIMINAL OR ADMINISTRATIVE PROCEEDING IN
ANY COURT, ADMINISTRATIVE AGENCY OR OTHER TRIBUNAL.
RELEASED PERSONS MAY FILE
THE STIPULATION AND/OR THE JUDGMENT IN ANY ACTION THAT MAY BE BROUGHT AGAINST
THEM IN ORDER TO SUPPORT A DEFENSE OR COUNTERCLAIM BASED ON PRINCIPLES OF RES
JUDICATA,
39
COLLATERAL ESTOPPEL, RELEASE, GOOD FAITH SETTLEMENT, JUDGMENT BAR OR REDUCTION
OR ANY OTHER THEORY OF CLAIM PRECLUSION OR ISSUE PRECLUSION OR SIMILAR DEFENSE
OR COUNTERCLAIM.
12.6
THE PROTECTIONS AFFORDED BY THE PROTECTIVE ORDER
GOVERNING THE LITIGATION SHALL BE UNAFFECTED BY THIS STIPULATION.
12.7
ALL OF THE EXHIBITS TO THIS STIPULATION ARE
MATERIAL AND INTEGRAL PARTS HEREOF AND ARE FULLY INCORPORATED HEREIN BY THIS
REFERENCE.
12.8
THIS STIPULATION MAY BE AMENDED OR MODIFIED ONLY
BY A WRITTEN INSTRUMENT SIGNED BY OR ON BEHALF OF ALL SETTLING PARTIES OR THEIR
RESPECTIVE SUCCESSORS-IN-INTEREST.
12.9
THIS STIPULATION, THE EXHIBITS ATTACHED HERETO,
THE SUPPLEMENTAL AGREEMENT REGARDING REQUESTS FOR EXCLUSION, THE EXECUTED TERM
SHEET BETWEEN QWEST COMMUNICATIONS INTERNATIONAL INC. AND ARTHUR ANDERSEN LLP,
AND THE OTHER AGREEMENTS IDENTIFIED HEREIN, CONSTITUTE THE ENTIRE AGREEMENT
AMONG THE PARTIES HERETO AND NO REPRESENTATIONS, WARRANTIES OR INDUCEMENTS HAVE
BEEN MADE TO ANY PARTY CONCERNING THE STIPULATION, ITS EXHIBITS, OR THE
SUPPLEMENTAL AGREEMENT REGARDING REQUESTS FOR EXCLUSION, OTHER THAN THE
REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED AND MEMORIALIZED IN SUCH
DOCUMENTS, AND SHALL NOT BE AMENDED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE
SETTLING PARTIES.
EXCEPT AS OTHERWISE PROVIDED HEREIN, EACH SETTLING PARTY
SHALL BEAR ITS