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Unit Purchase Agreement - US Telesource Inc. and Anschutz Digital Media Inc.

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                        UNIT PURCHASE AGREEMENT

                             by and among

                         U.S. TELESOURCE, INC.

                                 and

                       ANSCHUTZ DIGITAL MEDIA, INC.






                         Dated as of June 21, 2000


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                         UNIT PURCHASE AGREEMENT

     This UNIT PURCHASE AGREEMENT, dated as of June 21, 2000 (this "Agreement"),
by and among U.S. Telesource,  Inc., a Delaware corporation  ("Purchaser"),  and
Anschutz Digital Media, Inc., a Colorado corporation ("Seller").

                                RECITALS

     A.   Seller and Purchaser  each own 50% (or  96,395,214)  of the issued and
          outstanding  Class A Units of  Slingshot  Networks,  LLC,  a  Delaware
          limited liability company ("Slingshot").

     B.   Seller  desires  to  sell to  Purchaser  48,197,607  Class A Units  of
          Slingshot (the "Units"),  and Purchaser  desires to purchase the Units
          from Seller.

                                AGREEMENT

     NOW THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration,  the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

                                    ARTICLE I
                              DEFINITIONS AND TERMS

     Section 1.1 Certain Definitions.  As used in this Agreement,  the following
terms shall have the meanings set forth or as referenced below:

     "Affiliate"  shall  mean,  as to any  Person  (i) any other  Person  which,
directly or  indirectly,  is in control of, is controlled by, or is under common
control with, such Person,  (ii) any  corporation or organization  (other than a
Subsidiary  of such Person) of which such Person is an officer or partner or is,
directly  or  indirectly,  the  beneficial  owner of 10% or more of any class of
equity  securities,  (iii) any trust or other  estate in which such Person has a
substantial  beneficial interest or as to which such Person serves as trustee or
in a similar fiduciary capacity, and (iv) any relative or spouse of such Person,
or any relative of such spouse, who has the same home as such Person or who is a
director or officer of such Person or any of its  parents or  Subsidiaries.  The
term "control" (including,  with correlative meanings, the terms "controlled by"
and "under common control with") as applied to any Person means the  possession,
direct  or  indirect,  of the power to  direct  or cause  the  direction  of the
management and policies of such Person,  whether through the ownership of voting
securities or other ownership interest, by contract or otherwise.  Notwithstand-
ing the foregoing, except as otherwise expressly provided,  Purchaser and any of
its  Affiliates  that would  constitute  Affiliates  of Seller only by virtue of
being Affiliates of Qwest Communications  International Inc. shall be deemed not
to be Affiliates of Seller for the purposes of this Agreement.

     "Agreement" shall have the meaning set forth in the introductory  paragraph
to this Agreement.

     "Business Day" shall mean any day other than a Saturday,  a Sunday or a day
on which  banks in  Denver,  Colorado  are  authorized  or  obligated  by law or
executive order to close.

     "Class  A  Units"  shall  mean  Class A units  of  membership  interest  in
Slingshot.

     "Closing" shall have the meaning set forth in Section 3.1 hereof.

     "Closing Date" shall have the meaning set forth in Section 3.1 hereof.

     "Damages" shall have the meaning set forth in Section 8.2(a) hereof.

     "Existing Operating  Agreement" shall mean the amended and restated limited
liability  company  operating  agreement  of  Slingshot as in effect on the date
hereof.

     "Governmental Authority" shall mean any foreign,  national,  federal, state
or local judicial, legislative, executive or governmental regulatory authority.

     "Liabilities"  shall mean  debts,  liabilities,  commitments,  obligations,
duties  and  responsibilities  of any kind and  description,  whether  absolute,
accrued,  contingent,  monetary or nonmonetary,  direct or indirect,  matured or
unmatured or of any other nature,  including, but not limited to, liabilities on
account of taxes, other governmental charges or lawsuits brought, whether or not
of a kind required by generally accepted  accounting  principles to be set forth
on a financial statement.

     "Liens" shall mean any lien, pledge,  mortgage,  security interest,  lease,
charge,  option,  right of first  refusal,  easement,  servitude,  transfer  re-
striction under any shareholder or similar  agreement,  or any other encumbrance
of any nature whatsoever.

     "Note" shall have the meaning set forth in Section 2.2.

     "Person" shall mean an individual,  a corporation,  a partnership,  limited
liability company, an association, a trust or other entity or organization.

     "Purchase Price" shall have the meaning set forth in Section 2.2 hereof.

     "Purchaser" shall have the meaning set forth in the introductory  paragraph
to this Agreement.

     "Purchaser  Indemnified  Parties" shall mean Purchaser and its  successors,
assigns, Affiliates, agents and employees.

     "Restated Operating  Agreement" shall mean the amended and restated limited
liability company operating agreement of Slingshot to be executed on the Closing
Date in the form attached hereto as Exhibit B.

     "Seller" shall have the meaning set forth in the introductory  paragraph to
this Agreement.

     "Seller Indemnified Parties" shall mean Seller and its successors, assigns,
Affiliates, agents and employees.

     "Slingshot"  shall have the meaning set forth in the first  recital to this
Agreement.

     "Subsidiary"  shall  mean,  with  respect to any Person,  any  corporation,
partnership or other organization,  whether  incorporated or unincorporated,  of
which such Person or any other  subsidiary  of such person  beneficially  owns a
majority of the voting or equity interests.

     "Taxes" shall mean all taxes, charges, fees, duties,  levies,  penalties or
other assessments imposed by any Governmental Authority, including income, gross
receipts,  excise, property, sales, gain, use, license, capital stock, transfer,
franchise, payroll,  withholding,  social security or other taxes, including any
interest, penalties or additions attributable thereto.

     Section 1.2 Terms  Generally.  The  definitions in Sections 1.1 shall apply
equally to both the singular and plural forms of the terms defined. Whenever the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms. The words "include," "includes" and "including" shall
be deemed to be followed by the phrase "without limitation" even if not followed
actually by such phrase unless the context expressly provides otherwise.  Unless
otherwise expressly defined,  terms defined in the Agreement shall have the same
meanings  when used in any Exhibit and terms  defined in any Exhibit  shall have
the same meanings when used in the Agreement or in any other Exhibit.  The words
"herein,"  "hereof,"  "hereto" and "hereunder" and other words of similar import
refer to this Agreement as a whole and not to any  particular  provision of this
Agreement.  The phrase "made  available" in this  Agreement  shall mean that the
information  referred to has been made  available by the party in question.  The
phrases  "the date of this  Agreement,"  "the date  hereof" and terms of similar
import,  unless the context otherwise requires,  shall be deemed to refer to the
date set forth in the  introductory  paragraph of this Agreement.  References to
"dollars" or "$" in this  Agreement  shall mean United States dollars unless the
context provides otherwise.

                                 ARTICLE II
                           PURCHASE AND SALE OF UNITS

     Section 2.1 Transfer of Units. On the Closing Date and subject to the terms
and  conditions  set forth in this  Agreement,  the Seller  will  sell,  convey,
assign,  transfer and deliver the Units to the Purchaser,  free and clear of all
Liens.

     Section  2.2  Purchase  Price.  Subject  to  this  Article  II,  the  total
consideration  (the "Purchase  Price") to be paid by Purchaser to Seller for the
Units  shall  be  $48,197,607.  Payment  of  $4,819,760.70  shall be made by the
Purchaser by wire transfer  payable to the order of Seller at Closing,  with the
balance of the Purchase Price in the amount of  $43,377,846.30  being payable by
the  Purchaser to the Seller by means of a  promissory  note (the "Note") in the
form attached hereto as Exhibit C.

                                  ARTICLE III
                                  THE CLOSING

     Section 3.1 Closing.  The delivery of the Units pursuant to Section 2.1 and
the payment of the Purchase  Price pursuant to Section 2.2  (hereinafter  called
the  "Closing")  shall take place at 10:00 a.m.  (Denver time) at the offices of
Hogan & Hartson,  1200 17th Street,  Suite 1500, Denver,  Colorado,  on June 21,
2000 or on such other date, time and place as may be mutually agreed upon by the
parties  hereto.  The date on which the Closing  occurs is referred to herein as
the "Closing Date." Notwithstanding the foregoing or any other provision of this
Agreement  to the  contrary,  the parties  hereto  agree that the closing of the
transactions  contemplated  herein  shall be deemed to take effect at 12:01 a.m.
(Denver time) on the Closing Date.

     Section 3.2 Closing Deliveries.

     (a) By  Seller.  At the  Closing,  Seller  shall  deliver  or  cause  to be
delivered to the Purchaser the following:

     (i) the certificate described in Section 7.2(c) here- of; and

     (ii) an executed copy of the Restated Operating Agreement.

     (b) By the Purchaser.  At the Closing,  Purchaser shall deliver or cause to
be delivered to Seller:

     (i) the certificate described in Section 7.3(c) hereof;

     (ii) the cash portion of the Purchase Price;

     (iii) an executed copy of the Note; and

     (iiii) an executed copy of the Restated Operating Agreement.

                                   ARTICLE IV
                      REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents and warrants to Purchaser as follows:

     Section  4.1  Organization;   Authorization  and  Validity.   Seller  is  a
corporation  organized  under the laws of the State of Delaware.  Seller is duly
organized,  validly  existing  and in good  standing  and  has  full  power  and
authority  to carry on its  business  as  presently  conducted.  Seller has full
corporate  power  and  authority  to enter  into  this  Agreement  and the other
documents and instruments to be executed and delivered by it pursuant hereto and
to carry out its obligations hereunder and thereunder.  The execution,  delivery
and  performance  by  Seller  of this  Agreement  and the  other  documents  and
instruments  to be executed and  delivered by Seller  pursuant  hereto,  and the
consummation by Seller of the transactions contemplated hereby and thereby, have
been duly  authorized by all necessary  corporate  action and no other corporate
act or  proceeding on the part of Seller is necessary to authorize the execution
and delivery by Seller of this  Agreement or the other  documents or instruments
to be executed and delivered by Seller pursuant  hereto,  or the consummation by
Seller of the transactions  contemplated  hereby or thereby.  This Agreement and
the other  documents  and  instruments  to be executed  and  delivered by Seller
pursuant hereto have been duly and validly executed and delivered by Seller and,
assuming this Agreement and the other  documents and  instruments to be executed
and delivered by Seller pursuant hereto are the valid and binding obligations of
such other  Persons  party  hereto or thereto,  constitutes  a valid and binding
obligation of Seller  enforceable  against Seller in accordance  with its terms,
except  that (a) such  enforcement  may be  subject  to  applicable  bankruptcy,
insolvency  or  other  similar  laws,  now or  hereafter  in  effect,  affecting
creditors'  rights  generally,  and (b) the remedy of specific  performance  and
injunctive  and other  forms of  equitable  relief may be  subject to  equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.

     Section 4.2 No Conflict. Neither the execution,  delivery or performance by
Seller of this Agreement nor the consummation of the  transactions  contemplated
hereby and  compliance  by Seller with any of the  provisions  hereof or thereof
will  (a)  conflict  with  or  result  in any  breach  of any  provision  of the
certificate  of  incorporation  or bylaws of Seller,  (b) require  any  consent,
approval or notice under,  violate or result in the violation of,  conflict with
or result in a breach of any  provisions  of,  constitute a default (or an event
which,  with notice or lapse of time or both, would constitute a default) under,
result in the termination of,  accelerate the performance  required by or result
in a right of  termination  or  acceleration,  result in the loss of a  material
benefit  under or result in the creation of any Lien upon any of the  properties
or assets of Seller  under any of the terms,  conditions  or  provisions  of any
material  contractual  obligation  of Seller or (c)  violate  any  order,  writ,
injunction,  decree,  statute, rule or regulation of any Governmental  Authority
applicable  to Seller or to which any of its  properties or assets may be bound,
except  in such  case as would  not  materially  impair  or delay  Seller in the
consummation of the transactions contemplated hereby.

     Section  4.3  Ownership  of Units.  The Units are owned by Seller  free and
clear of all Liens,  other than any  restrictions  imposed by federal  and state
securities laws. Upon the consummation of the transactions  contemplated hereby,
Purchaser  will  acquire  good  title to the Units  free and clear of all Liens,
other than the restrictions on subsequent transfers imposed by federal and state
securities laws.

     Section 4.4 Governmental  Consents. No consent,  order or authorization of,
or  registration,  declaration  or filing with,  any  Governmental  Authority is
required in connection  with the  execution,  delivery and  performance  of this
Agreement or the consummation of the transactions contemplated hereby by Seller.

     Section 4.5 Units. Except as set forth in the Existing Operating Agreement,
there  are  no  subscriptions,  options,  warrants,  calls,  rights,  contracts,
commitments,  understandings,  restrictions  or  arrangements  relating  to  the
issuance,  sale,  transfer  or  voting of the  Units,  including  any  rights of
conversion or exchange under any outstanding securities or other instruments.

     Section 4.6 No Undisclosed Liabilities. To the knowledge of ADMI, Slingshot
has no Liabilities that would be material to Slingshot taken as a whole,  except
for such  Liabilities  as (a) are reflected on  Slingshot's  balance  sheetdated
March 31, 2000 or (b) were incurred since March 31, 2000 in the ordinary  course
of business  consistent  with past practices and which  individually  and in the
aggregate  have not had and could not  reasonably be expected to have a material
adverse effect on the business and operations of Slingshot taken as a whole.

     Section 4.7 Absence of Certain  Changes.  To the  knowledge of ADMI,  since
October 22, 1999 there have not been any  developments  or events which have had
or could  reasonably be expected,  with the passage of time, to have, a material
adverse effect on the business and operations of Slingshot taken as a whole.

     Section 4.8  Brokers,  Finders,  Etc.  Seller has not  employed  and is not
subject to the valid claim of, nor has Seller  incurred any Liability that would
be payable by Seller,  for any brokerage,  finder's or other fees or commissions
of any broker,  finder or other  financial  intermediary  in connection with the
transactions contemplated by this Agreement.

     Section 4.9 Other Information.  No representations or warranty of Seller in
this Agreement, nor any statement, certificate or other document furnished or to
be  furnished by Seller to Purchaser  pursuant to this  Agreement,  contains any
untrue statements or a material fact, or omits to state a material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the circumstances under which they were made, not misleading.

                                    ARTICLE V
                    REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser hereby represents and warrants to Seller as follows:

     Section  5.1  Organization;  Authorization  and  Validity.  Purchaser  is a
corporation organized under the laws of the State of Delaware. Purchaser is duly
organized,  validly  existing  and in good  standing  and  has  full  power  and
authority to carry on its business as presently  conducted.  Purchaser  has full
corporate  power  and  authority  to enter  into  this  Agreement  nd the  other
documents and instruments to be executed and delivered by it pursuant hereto and
to carry out its obligations hereunder and thereunder.  The execution,  delivery
and  performance  by Purchaser of this  Agreement  and the other  documents  and
instruments to be executed and delivered by Purchaser  pursuant hereto,  and the
consummation by Purchaser of the transactions  contemplated  hereby and thereby,
have  been  duly  authorized  by all  necessary  corporate  action  and no other
corporate  act or  proceeding on the part of Purchaser is necessary to authorize
the execution and delivery by Purchaser of this Agreement or the other documents
or instruments to be executed and delivered by Purchaser pursuant hereto, or the
consummation by Purchaser of the  transactions  contemplated  hereby or thereby.
This  Agreement  and the other  documents  and  instruments  to be executed  and
delivered by Purchaser  pursuant hereto have been duly and validly  executed and
delivered by Purchaser and,  assuming this Agreement and the other documents and
instruments to be executed and delivered by Purchasers  pursuant  hereto are the
valid and binding  obligations  of such other Persons a party hereto or thereto,
constitutes  a valid and binding  obligation  of Purchaser  enforceable  against
Purchaser in accordance with its terms,  except that (a) such enforcement may be
subject to applicable  bankruptcy,  insolvency  or other  similar  laws,  now or
hereafter in effect,  affecting creditors' rights generally,  and (b) the remedy
of specific  performance and injunctive and other forms of equitable  relief may
be subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.

     Section 5.2 No Conflict. Neither the execution,  delivery or performance by
Purchaser  of  this  Agreement  and  the  Note  nor  the   consummation  of  the
transactions  contemplated  hereby and  compliance by Purchaser  with any of the
provisions  hereof or thereof will (a) conflict  with or result in any breach of
any provision of the certificate of  incorporation  or bylaws of Purchaser,  (b)
require  any  consent,  approval  or  notice  under,  violate  or  result in the
violation  of,  conflict  with or  result  in a  breach  of any  provisions  of,
constitute a default (or an event  which,  with notice or lapse of time or both,
would constitute a default) under,  result in the termination of, accelerate the
performance  required by or result in a right of  termination  or  acceleration,
result in the loss of a material  benefit under or result in the creation of any
Lien upon any of the  properties or assets of Purchaser  under any of the terms,
conditions or provisions of any material contractual  obligation of Purchaser or
(c) violate any order, writ, injunction,  decree, statute, rule or regulation of
any  Governmental  Authority  applicable  to  Purchaser  or to which  any of its
properties or assets may be bound,  except in such case as would not  materially
impair or delay Purchaser in the consummation of the  transactions  contemplated
hereby.

     Section 5.3 Governmental Consents. No consent order or authorization of, or
registration, declaration or filing with, any Governmental Authority is required
in connection with the execution,  delivery and performance of this Agreement or
the consummation of the transactions contemplated hereby by Purchaser.

     Section 5.4 Brokers,  Finders, Etc. Purchaser has not employed,  and is not
subject to the valid claim of, nor has  Purchaser  incurred any  liability  that
would be payable by  Purchaser,  for any  brokerage,  finder's  or other fees or
commissions of any broker, finder or other financial  intermediary in connection
with the transactions contemplated by this Agreement.

     Section 5.5 Other Information.  No representations or warranty of Purchaser
in this Agreement, nor any statement, certificate or other document furnished or
to be furnished by Purchaser to Seller pursuant to this Agreement,  contains any
untrue statements or a material fact, or omits to state a material fact required
to be stated  therein or necessary to make the statements  therein,  in light of
the circumstances under which they were made, not misleading.

     Section 5.6 Purchase for  Investment.  Purchaser is acquiring the Units for
investment  purposes  and not with a view  toward  any  resale  or  distribution
thereof. Purchaser acknowledges that the securities to be acquired in accordance
herewith  have  not  been  registered  for  the  purpose  of  the   transactions
contemplated by this Agreement or otherwise under the Securities Act of 1933, as
amended, or under any state securities laws. urchaser will not sell or otherwise
distribute all or any portion of the  securities  acquired  hereunder  except in
compliance with  applicable  laws relating to the sale or other  distribution of
securities.

                                  ARTICLE VI
                                 COVENANTS

     Section 6.1 Commercially Reasonable Efforts.

     (a) Upon the  terms  and  subject  to the  conditions  hereof,  each of the
parties hereto agrees to use commercially  reasonable  efforts to take, or cause
to be taken,  all actions and to do, or cause to be done, all things  necessary,
proper  or  advisable  to  consummate  and  make   effective  the   transactions
contemplated by this Agreement.

     (b) In case at any time  after  the  Closing  Date any  further  action  is
necessary or desirable to carry out the purposes of this Agreement,  the parties
shall use their  commercially  reasonable efforts to take, or cause to be taken,
all such necessary actions.

     Section  6.2  Filings  and  Consents.  The  parties  hereto  shall  use all
commercially  reasonable  efforts to obtain and to cooperate  in  obtaining  any
consent, approval,  authorization or order of, and in making any registration or
filing  with,  any  Governmental  Authority  or other  third  party  required in
connection with the execution, delivery or performance of this Agreement and the
other documents and instruments to be executed pursuant hereto.

     Section 6.3 Publicity. Without the prior consent of the other party hereto,
which  consent  shall not be  unreasonably  withheld or delayed,  neither of the
parties hereto shall, nor shall any of them permit  Affiliates which any of them
control to, issue or cause the  publication of any press release or other public
statement or  announcement  with respect to this  Agreement or the  transactions
contemplated hereby except as may be required by law or by obligations  pursuant
to any listing agreement with a national securities exchange. A party making any
statement or announcement  pursuant to the requirements of applicable law or the
listing agreement of a national securities exchange shall provide a copy thereof
to the other  parties  hereto  to the  extent  possible  prior to  issuing  such
statement or announcement.

     Section 6.4 Expenses.  Whether or not the transactions  contemplated hereby
are  consummated,  all costs  and  expenses  incurred  in  connection  with this
Agreement  and the  transactions  contemplated  hereby will be paid by the party
incurring such costs and expenses.

     Section 6.5 No Liens.  Seller covenants and agrees that, except for actions
taken to implement this Agreement and the transactions contemplated hereby or as
consented to by Purchaser,  from and after the date of this  Agreement and until
the Closing  Date Seller will not sell,  transfer,  encumber,  grant or make any
commitment to grant, any Liens upon, or otherwise dispose of the Units.

     Section 6.6 Further Assurances. From and after the Closing Date, Seller and
Purchaser shall promptly  execute,  acknowledge and deliver any other assurances
or documents  reasonably  requested by another party hereto to permit such other
party to satisfy its  obligations  hereunder or to evidence title, or to provide
such other party with the benefits enumerated in this Agreement.

                               ARTICLE VII
                          CONDITIONS TO CLOSING

     Section 7.1  Conditions to the  Obligations  of Purchaser  and Seller.  The
obligations of each party hereto are subject to the  satisfaction (or waiver) at
or prior to the Closing of the following conditions:

     (a)  No  Injunction  or  Litigation.   No  temporary   restraining   order,
preliminary or permanent  injunction or other order or decree which prevents the
consummation of the transactions  contemplated hereby shall have been issued and
remain in effect, and no statute,  rule or regulation shall have been enacted by
any  Governmental  Authority which makes the  consummation  of the  transactions
contemplated  hereby  illegal.  No litigation  shall have been  commenced and be
continuing that seeks to prevent  consummation of the transactions  contemplated
hereby or that seeks  material  damages from  Purchaser,  Seller or any of their
Affiliates, in connection with the transactions contemplated hereby.

     (b) Consents. All consents,  approvals,  permits or authorizations required
to be obtained,  declarations or filings required to be made and waiting periods
or terminations  required to have occurred prior to the Closing from or with any
Governmental  Authority in  connection  with the  execution and delivery of this
Agreement and the consummation of the transactions  contemplated  hereby,  shall
have been obtained, made or occurred.

     Section 7.2 Conditions to the  Obligations of Purchaser.  The obligation of
Purchaser  to effect the  Closing is subject to the  satisfaction  (or waiver by
Purchaser) at or prior to the Closing, of the following conditions:

     (a) Representation and Warranties.  The  representations  and warranties of
Seller  contained  herein  shall  have been  true and  correct  in all  material
respects when made and shall be true and correct in all material  respects as of
the Closing.

     (b)  Covenants.  Seller shall have  performed in all respects the covenants
and obligations required to be performed by it on or prior to the Closing.

     (c) Certificate.  Seller shall have furnished  Purchaser with a certificate
dated the  Closing  Date,  signed on its behalf by an  authorized  signatory  of
Seller,  to the effect that the conditions set forth in Sections  7.2(a) and (b)
have been satisfied.

     (d) Seller Deliveries.  Seller shall have duly executed, if called for, and
delivered to Purchaser each document,  instrument and other writing  required to
be delivered by Seller pursuant to Section 3.2(a).

     Section 7.3  Conditions to the  Obligations  of Seller.  The  bligations of
Seller to effect  the  Closing  is  subject  to the  satisfaction  (or waiver by
Seller) on or prior to the Closing, of the following conditions:

     (a) Representations  and Warranties.  The representations and warranties of
Purchaser  contained  herein  shall have been true and  correct in all  material
respects when made and shall be true and correct in all material  respects as of
the Closing.

     (b) Covenants. Purchaser shall have performed in all respects the covenants
and obligations required to be performed by it at or prior to the Closing.

     (c)  Certificate.  Purchaser shall have furnished Seller with a certificate
dated the  Closing  Date,  signed on its behalf by an  authorized  signatory  of
Purchaser,  to the effect that the conditions  set forth in Sections  7.3(a) and
(b) have been satisfied.

     (d) Purchaser Deliveries. Purchaser shall have executed, if called for, and
delivered to Seller each document,  instrument and other writing  required to be
delivered by Purchaser pursuant to Section 3.2(b).

                                ARTICLE VIII
                        SURVIVAL AND INDEMNIFICATION

     Section  8.1  Survival  of  Representations  and  Warranties.  Each  of the
representations  and  warranties  made by Purchaser and Seller in this Agreement
shall terminate on the date which is 12 months from the Closing Date;  provided,
however,  that the representations and warranties set forth in Section 4.3 shall
survive indefinitely. In the event notice of any claim for indemnification under
Section 8.2 or 8.3 hereof shall have been given within the  applicable  survival
period,  the  representations  and  warranties  that  are  the  subject  of such
indemnification  claim  shall  survive  until such time as such claim is finally
resolved.  The  covenants  and  agreements  of the  parties  set  forth  in this
Agreement and the  indemnification  obligations of the parties  hereunder  shall
survive indefinitely except as expressly provided herein.

     Section 8.2 Indemnification by Seller.

     (a) Subject to the other  provisions  of this  Article  VIII,  Seller shall
indemnify,  defend and hold harmless the Purchaser  Indemnified Parties from and
against any and all costs, expenses,  losses, damages and liabilities (including
reasonable  attorneys'  fees  and  expenses)("Damages")  suffered  by any of the
Purchaser  Indemnified  Parties to the extent resulting from, arising out of, or
incurred with respect to, or (in the case of claims asserted  against any of the
Purchaser  Indemnified  Parties by a third party) alleged to result from,  arise
out of or have been incurred with respect to, (i) any breach of or inaccuracy in
any  representation or warranty as of the date made or as of the Closing Date of
Seller contained in this Agreement and (ii) any breach of any covenant of any of
Seller contained in this Agreement.

     (b) In no event shall Seller be liable to the Purchaser Indemnified Parties
with  respect to any  breaches  of  representations  and  warranties  unless the
aggregate  Damages  therefrom exceed  $250,000,  and then only to the extent the
Damages exceed $250,000. In no event shall the aggregate liability of Seller for
Damages resulting from breaches of the  representations and warranties set forth
in Article IV exceed  $1,000,000;  provided,  however,  that no such  limitation
shall apply to Damages  incurred by Purchaser  resulting from breaches by Seller
of the representations set forth in Section 4.3.

     Section 8.3 Indemnification by Purchaser.

     (a) Subject to the other  provisions of this Article VIII,  Purchaser shall
indemnify,  defend and hold  harmless  the Seller  Indemnified  Parties from and
against any and all Damages suffered by any of the Seller Indemnified Parties to
the extent  resulting from,  arising out of, or incurred with respect to, or (in
the case of claims asserted against any of the Seller  Indemnified  Parties by a
third party)  alleged to result from,  arise out of or have been  incurred  with
respect to, (i) any breach of or inaccuracy in any representation or warranty as
of the  date  made or as of the  Closing  Date of  Purchaser  contained  in this
Agreement  and (ii) any breach of any covenant of any of Purchaser  contained in
this Agreement.

     (b) In no event shall Purchaser be liable to the Seller Indemnified Parties
with  respect to any  breaches  of  representations  and  warranties  unless the
aggregate  Damages  therefrom exceed  $250,000,  and then only to the extent the
Damages exceed $250,000.  In no event shall the aggregate liability of Purchaser
for Damages  resulting from breaches of the  representations  and warranties set
forth in Article V exceed $1,000,000.

     Section 8.4 Notice and Resolution of Claim.

     (a) An indemnified  party under this Agreement  shall promptly give written
notice to the  indemnifying  party after obtaining  knowledge of any third party
claim or litigation  against the  indemnified  party as to which recovery may be
sought  against the  indemnifying  party  because of the  indemnity set forth in
Sections 8.2 and 8.3,  specifying in  reasonable  detail the claim or litigation
and the basis for indemnification;  provided,  however,  that the failure of the
indemnified  party promptly to notify the indemnifying  party of any such matter
shall  not  release  the  indemnifying  party,  in whole  or in  part,  from its
obligations under this Article VIII except to the extent the indemnified party's
failure to so notify in breach of this Section 8.4(a) materially  prejudices the
indemnifying  party's  ability  to defend  against  such  third  party  claim or
litigation.  The indemnified party shall permit the indemnifying party to assume
the defense of any such claim,  litigation or any litigation resulting from such
third party claim.

     (b) If the  indemnifying  party assumes the defense of any such third party
claim or  litigation,  the  obligations  of the  indemnifying  party  under this
Agreement shall include taking all steps necessary in the investigation, defense
or  settlement  of such claim or  litigation  (including  the retention of legal
counsel) and holding the indemnified party harmless from and against any and all
losses caused by or arising out of any settlement  approved by the  indemnifying
party  or any  judgment  in  connection  with  such  claim  or  litigation.  The
indemnifying  party  shall not,  in the  defense  of such  claim or  litigation,
consent  to entry  of any  judgment  (except  with the  written  consent  of the
indemnified party) or enter into any settlement (except with the written consent
of the indemnified  party):  (i) that does not include as an unconditional  term
thereof the giving by the claimant or the plaintiff to the  indemnified  party a
complete release from, all liability in respect of such claim or litigation,  or
(ii) the  effect of which is to permit  any  injunction,  declaratory  judgment,
other order or other  equitable  relief to be entered,  directly or  indirectly,
against  any  indemnified   party.  The  indemnifying  party  shall  permit  the
indemnified  party to participate in such defense or settlement  through counsel
chosen by the  indemnified  party,  with the fees and  expenses of such  counsel
borne by the indemnified party.

     (c) Failure by the  indemnifying  party to notify the indemnified  party of
its  election to assume the defense of any such claim or  litigation  by a third
party  within 30 days after  notice  thereof has been given to the  indemnifying
party shall be deemed a waiver by the indemnifying  party of its right to assume
the  defense of such claim or  litigation.  If the  indemnifying  party does not
assume the defense of such claim or litigation by a third party, the indemnified
party may  defend  or  settle  such  clam or  litigation  in such  matter as the
indemnified  party may deem  appropriate and may settle such claim or litigation
on such terms as it may deem appropriate.

                                 ARTICLE IX
                                 TERMINATION

     Section 9.1 Termination. This Agreement may be terminated at any time prior
to Closing:

     (a) by written agreement of Purchaser and Seller;

     (b) by Seller or Purchaser, by giving written notice of such termination to
the other party,  if the Closing shall not have occurred on or prior to June 21,
2000; provided,  however,  that the right to terminate this Agreement under this
Section  9.1(b) shall not be available to any party whose failure to perform any
material  covenant or obligation  under this  Agreement has been the cause of or
resulted in the failure of the Closing to occur on or before such date;

     (c) by either  Purchaser or Seller by giving  written notice of termination
to the other  party,  if there  shall have been a material  breach of any of the
covenants or agreements or any of the representations or warranties set forth in
this Agreement on the part of the other party,  which breach is not cured within
10 days  following  written notice given by the  terminating  party to the party
committing such breach, or which breach, by its nature, cannot be cured prior to
the Closing; provided, however, that the right to terminate this Agreement under
this Section 9.1 shall not be available if at the time the terminating  party is
in material breach of any representation,  warranty, covenant or other agreement
contained herein; or

     (d) by either  Purchaser or Seller by written  notice of termination to the
other party if any Governmental  Authority of competent  jurisdiction shall have
issued any statute, rule,  regulation,  order, decree or injunction or taken any
other action  permanently  restraining,  enjoining or otherwise  prohibiting the
transactions contemplated by this Agreement, and such statute, rule, regulation,
order, decree or injunction or other action shall have become final.

     Section 9.2 Effect of Termination.  In the event of the termination of this
Agreement in accordance with Section 9.1 hereof, this Agreement shall thereafter
become void and have no effect, and no party thereto shall have any liability to
any  other  party  hereto  or any  of its  respective  Affiliates,  officers  or
employees,  except for the  obligations of the parties hereto  contained in this
Section 9.2 and in Sections 10.1, 10.5, 10.6 and 10.8 hereof,  and provided that
nothing contained in this Section 9.2 shall relieve any party from liability for
a breach of any provision of this Agreement.

                                 ARTICLE X
                               MISCELLANEOUS

     Section 10.1 Notices. All notices or other  communications  hereunder shall
be  deemed  to have been  duly  given  and made if in  writing  and if served by
personal  delivery  upon the  party for whom it is  intended,  if  delivered  by
registered or certified mail, return receipt requested, or by a national courier
service,  or if sent by  facsimile,  provided,  however,  that the  facsimile is
promptly followed by telephone confirmation thereof to the appropriate person at
the address set forth below,  or at such other  address as may be  designated in
writing hereafter, in the same manner, by such person.

                  To Seller:

                           Anschutz Digital Media, Inc.
                           555 17th Street, Suite 2400
                           Denver, Colorado 80202
                           Telephone: (303) 298-1000
                           Facsimile: (303) 298-8881
                           Attention: Craig Slater

                  with a copy to:

                           Hogan & Hartson L.L.P.
                           One Tabor Center
                           1200 17th Street, Suite 1500
                           Denver, Colorado 80202
                           Telephone: (303) 899-7300
                           Facsimile: (303) 899-7333
                           Attention: Steven A. Cohen

                  To Purchaser:

                           U.S. Telesource, Inc.
                           700 Qwest Tower
                           555 17th Street
                           Denver, Colorado 80202
                           Telephone: (303) 992-1400
                           Facsimile: (303) 992-1203
                           Attention: Marc Weisberg

                  with a copy to:

                           O'Melveny & Myers LLP
                           1999 Avenue of the Stars
                           Los Angeles, California  90067
                           Telephone:  (310) 246-6727
                           Facsimile:  (310) 246-6779
                           Attention:  Steven Grossman

     Any such notice shall be deemed  delivered (a) on the date  delivered if by
personal  delivery,  (b) on the date upon which the return  receipt is signed or
delivery is refused or the notice is designed by the postal authorities as a not
deliverable,  as the case may be, if mailed by registered or certified mail, (c)
on the next succeeding  business day if sent by national courier service, or (d)
on  the  date  telecommunicated  if by  telecopier  if  confirmed  by  telephone
confirmation.

     Section 10.2  Amendment,  Waiver.  Any  provision of this  Agreement may be
amended  or waived if, and only if such  amendment  or waiver is in writing  and
signed, in the case of an amendment,  by Purchaser and Seller, or in the case of
a waiver, by the party against whom the waiver is to be effective. No failure or
delay by any party in exercising any right,  power or privilege  hereunder shall
operate as a waiver thereof,  nor shall any single or partial  exercise  thereof
preclude  any other or further  exercise  thereof or the  exercise  of any other
right, power or privilege.

     Section 10.3  Assignment.  No party to this Agreement may assign any of its
rights or obligations  under this Agreement without the prior written consent of
the other parties  hereto;  provided that any party may assign any of its rights
and  obligations  hereunder  in  whole  or in  part  to any  of  its  respective
Affiliates.

     Section  10.4 Entire  Agreement.  This  Agreement  (including  all Exhibits
hereto) contains the entire agreement between the parties hereto with respect to
the  subject  matter  hereof  and  supersedes  all prior  agreements  and under-
standings, oral or written, with respect to such matters.

     Section 10.5 Parties in Interest. This Agreement shall inure to the benefit
of and be binding upon the parties  hereto and their  respective  successors and
permitted assigns. Nothing in this Agreement, express or implied, is intended to
confer  upon any Person  other than  Purchaser,  Seller or their  successors  or
permitted assigns, any rights or remedies under or by reason of this Agreement.

     Section  10.6  Expense.  All costs and  expenses  incurred by  Purchaser in
connection with this Agreement and the transactions  contemplated  hereby, shall
be borne  by  Purchaser  and all  costs  and  expenses  incurred  by  Seller  in
connection with this Agreement and the transactions contemplated hereby shall be
borne by Seller.

     Section  10.7  Governing  Law;  Jurisdiction;   Service  of  Process.  This
Agreement  shall be governed by the laws of the State of Colorado,  its rules of
conflict of laws notwithstanding.  Purchaser and Seller hereby agree and consent
to be subject to the non-exclusive  jurisdiction of the federal and state courts
of the State of Colorado in any suit,  action or  proceeding  seeking to enforce
any provision of, or based on any matter  arising out of or in connection  with,
this  Agreement  or the  transactions  contemplated  hereby.  Each party  hereby
irrevocably  consents  to the  service of any and all  process in any such suit,
action or  proceeding  by the  delivery  of such  process  to such  party at the
address and in the manner provided in Section 10.1.

     Section 10.8 Specific Performance.  The parties hereto agree that if any of
the  provisions of this  Agreement  are not  performed in accordance  with their
specific terms or are otherwise  breached,  irreparable  damage would occur,  no
adequate  remedy at law would exist and damages would be difficult to determine,
and that the parties  shall be entitled  to  specific  performance  of the terms
hereof, in addition to any other remedy at law or equity.

     Section  10.9  Transfer  and  Similar  Taxes.   Notwithstanding  any  other
provision of this Agreement to the contrary, Purchaser and Seller shall each pay
when due 50% of all sales,  property,  use,  privilege,  transfer,  documentary,
gains,  stamp,  duties,  recording  and similar  Taxes and fees  (including  any
penalties,  interest or additions) imposed upon any party incurred in connection
with the transactions contemplated by this Agreement.

     Section 10.10 Headings.  The heading  references herein and in the table of
contents hereto are for  convenience  purposes only, do not constitute a part of
this Agreement, and shall not be deemed to limit or affect any of the provisions
hereof.

                          [Signature page follows]



                              Signature Page

                                SIGNATURES

     IN WITNESS  WHEREOF,  the parties have executed or caused this Agreement to
be executed as of the date first written above.

                                      U.S. TELESOURCE, INC.



                                 By:  /s/  Marc B. Weisberg
                               Name:  Marc B. Weisberg
                              Title:  President and Chief Executive Officer


                                       ANSCHUTZ DIGITAL MEDIA, INC.



                                 By:  /s/  Craig D. Slater
                               Name:  Craig D. Slater
                              Title:  Vice President



                                 TABLE OF CONTENTS



                                                                       

Title                                                                           Page

ARTICLE I              DEFINITIONS AND TERMS......................................1
      Section 1.1      Certain Definitions........................................1
      Section 1.2      Terms Generally............................................3
ARTICLE II             PURCHASE AND SALE OF UNITS.................................3
      Section 2.1      Transfer of Units..........................................3
      Section 2.2      Purchase Price.............................................3
ARTICLE III            THE CLOSING................................................4
      Section 3.1      Closing....................................................4
      Section 3.2      Closing Deliveries.........................................4
ARTICLE IV             REPRESENTATIONS AND WARRANTIES OF SELLER...................4
      Section 4.1      Organization; Authorization and Validity...................4
      Section 4.2      No Conflict................................................5
      Section 4.3      Ownership of Shares........................................5
      Section 4.4      Governmental Consents......................................5
      Section 4.5      Units......................................................5
      Section 4.5      Units......................................................6
      Section 4.6      Brokers, Finders, Etc......................................6
      Section 4.7      Other Information..........................................6
ARTICLE V              REPRESENTATIONS AND WARRANTIES OF PURCHASER................6
      Section 5.1      Organization; Authorization and Validity...................6
      Section 5.2      No Conflict................................................7
      Section 5.3      Governmental Consents......................................7
      Section 5.4      Brokers, Finders, Etc......................................7
      Section 5.5      Other Information..........................................7
      Section 5.6      Purchase for Investment....................................7
ARTICLE VI             COVENANTS..................................................8
      Section 6.1      Commercially Reasonable Efforts............................8
      Section 6.2      Filings and Consents.......................................8
      Section 6.3      Publicity..................................................8
      Section 6.4      Expenses...................................................8
      Section 6.5      No Liens...................................................8
      Section 6.6      Further Assurances.........................................8
ARTICLE VII            CONDITIONS TO CLOSING......................................9
      Section 7.1      Conditions to the Obligations of Purchaser and Seller......9
      Section 7.2      Conditions to the Obligations of Purchaser.................9
      Section 7.3      Conditions to the Obligations of Seller....................9
ARTICLE VIII           SURVIVAL AND INDEMNIFICATION..............................10
      Section 8.1      Survival of Representations and Warranties................10
      Section 8.2      Indemnification by Seller.................................10
      Section 8.3      Indemnification by Purchaser..............................11
      Section 8.4      Notice and Resolution of Claim............................11
ARTICLE IX             TERMINATION...............................................12
      Section 9.1      Termination...............................................12
      Section 9.2      Effect of Termination.....................................12
ARTICLE X              MISCELLANEOUS.............................................13
      Section 10.1     Notices...................................................13
      Section 10.2     Amendment, Waiver.........................................14
      Section 10.3     Assignment................................................14
      Section 10.4     Entire Agreement..........................................14
      Section 10.5     Parties in Interest.......................................14
      Section 10.6     Expense...................................................14
      Section 10.7     Governing Law; Jurisdiction; Service of Process...........15
      Section 10.8     Specific Performance......................................15
      Section 10.9     Transfer and Similar Taxes................................15
      Section 10.10    Headings..................................................15



                                  EXHIBIT LIST

Exhibit A:........Restated Operating Agreement

Exhibit B:........Promissory Note




                                   [EXHIBIT A
                           RESTATED OPERATING AGREEMENT]




                                   EXHIBIT B

                                 PROMISSORY NOTE






                                  PROMISSORY NOTE



$43,377,846.30                                            Date:  June 21, 2000



     FOR VALUE  RECEIVED,  the  undersigned  U.S.  Telesource,  Inc., a Delaware
corporation,  promises  to pay to the  order of  Anschutz  Digital  Media,  Inc.
(together with its registered  assigns,  "Holder") at Denver,  Colorado (or such
other  place as the Holder may  designate  in  writing to the  undersigned)  the
principal sum of FORTY-THREE  MILLION THREE HUNDRED AND  SEVENTY-SEVEN  THOUSAND
EIGHT  HUNDRED  AND  FORTY-SIX  DOLLARS  AND THIRTY  CENTS  ($43,377,846.30)  on
December 21, 2000 (the  "Payment  Date"),  together  with interest on the unpaid
principal  balance  hereof,  computed  on the basis of a 360-day  year of twelve
30-day months for the actual  number of days elapsed,  (1) at the rate of 8% per
annum from the date hereof until the  principal  amount hereof shall have become
due and  payable,  and (2) to the  extent  permitted  by law,  in the  event the
Payment Date occurs  subsequent  to December  21,  2000,  until such time as the
principal  and any accrued  interest  hereon is paid in full at a rate per annum
equal to 5% over the rate of interest  published in the Wall Street Journal from
time to time as the "base" or "prime" rate.  This is the Note referred to in the
Unit Purchase  Agreement,  dated as of June 21, 2000,  among the undersigned and
Anschutz Digital Media, Inc., a Colorado corporation.

     This Note is subject to the terms and  conditions  of, and  entitled to the
benefits of the Unit Purchase  Agreement.  Capitalized  terms not defined herein
shall have the meanings given in the Unit Purchase Agreement.

     No delay or failure on the part of the Holder in the  exercise of any right
or remedy hereunder,  under the Unit Purchase  Agreement or at law or in equity,
shall  operate as a waiver  thereof,  and no single or partial  exercise  by the
Holder of any right or remedy hereunder, under the Unit Purchase Agreement or at
law or in equity shall preclude or estop another or further  exercise thereof or
the exercise of any other right or remedy.  Principal  and interest on this Note
shall be payable and paid in lawful money of the United States of America.

     The undersigned and all endorsers waive presentment, notice of dishonor and
protest.

     Time is of the essence of this Note and, in case this Note is  collected by
law or through an attorney at law, or under advice  therefrom,  the  undersigned
agree to pay all costs of collection, including reasonable attorneys'fees.

     The  provisions  of this Note shall be construed  and  interpreted  and all
rights and  obligations of the parties  hereunder  determined in accordance with
the laws of the State of Colorado.


     IN WITNESS WHEREOF, the undersigned has caused this Note to be executed and
delivered in Denver,  Colorado,  in its corporate  name, by and through its duly
authorized officers, as of the day and year first above written.

                             U.S. TELESOURCE, INC.



                               By:  /s/  Marc B. Weisberg
                             Name:  Marc B. Weisberg
                            Title:  President and Chief Executive Officer



                           Attest:  /s/  Peter Hutchinson
                             Name:  Peter Hutchinson
                            Title:  Senior Director


     By its signature below, Qwest Communications International Inc., a Delaware
corporation  and through a wholly owned  subsidiary the indirect owner of all of
the outstanding  capital stock of U.S.  Telesource,  Inc., hereby guarantees the
payment and  performance  of this Note without  further  presentment,  demand or
other  notification  or obligation on the part of the Holder hereof in the event
the Notes is not fully paid  (including  principal and all interest  thereon) by
December 21, 2000.

                             QWEST COMMUNICATIONS INTERNATIONAL INC.



                               By:  /s/  Drake S. Tempest
                             Name:  Drake S. Tempest
                            Title:  Executive Vice President and General Counsel



                           Attest:  /s/  Peter Hutchinson
                             Name:  Peter Hutchinson
                            Title:  Senior Director