EXHIBIT 4.2
REGISTERED
PRINCIPAL AMOUNT
$
U S WEST COMMUNICATIONS, INC.
6 3/8% NOTES DUE 2002
CUSIP 912920AJ4
Unless and until it is exchanged in whole or in part for Notes in definitive
form, this Note may not be transferred except as a whole by the Depositary to
a nominee of the Depositary, or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such Depositary.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the
registered owner hereof, Cede & Co., has an interest herein.
U S WEST Communications, Inc., a corporation duly organized and existing
under the laws of the State of Colorado (herein called the "Company") for
value received hereby promises to pay Cede & Co. or registered assigns, the
principal sum of
$ ( Dollars)
on October 15, 2002, by wire transfer of immediately available funds in such
coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts and to pay
interest semiannually on each April 15 and October 15 on said principal sum at
the rate per annum specified in the title of this Note, in the same manner, in
like coin or currency, from the fifteenth day of April or October, as the case
may be, to which interest on this Note has been paid preceding the date hereof
(unless the date hereof is an April 15 or October 15 to which interest has
been paid, in which case from the date hereof, or unless the date hereof is
prior to the first payment of interest, in which case from October 13, 1995)
until payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, unless this Note shall be authenticated at a
time when there is an existing default in the payment of interest on the
Notes, if the date hereof is between April 1 and the immediately following
April 15 or is between October 1 and the immediately following October 15,
this Note shall bear interest from such April 15 or October 15; provided,
however, that if the Company shall default in the payment of interest due on
such April 15 or October 15, then this Note shall bear interest from the next
preceding date to which interest has been paid or, if no interest has been
paid on this Note, from October 13, 1995. The interest so payable on any
April 15 or October 15 will, subject to certain exceptions provided in the
Indenture referred to herein, be paid to the person in whose name this Note
shall be registered at the close of business on the April 1 prior to such
April 15 or the October 1 prior to such October 15 unless such April 1 or
October 1 shall be a Legal Holiday (as defined in said Indenture), in which
event the next preceding day that is not a Legal Holiday. Interest will be
computed on the basis of a year of twelve 30-day months.
This Note is one of the duly authorized issue of Notes of the Company,
designated as set forth herein (the "Notes"), limited to the aggregate
principal amount of $250,000,000, all issued or to be issued under and
pursuant to an Indenture dated as of April 15, 1990, supplemented as of April
16, 1991, and amended by the Trust Indenture Reform Act of 1990 (as
supplemented and amended, herein referred to as the "Indenture"), duly
executed and delivered by the Company to The First National Bank of Chicago,
as Trustee (herein referred to as the "Trustee"), to which Indenture and all
Indentures supplemental thereto reference is hereby made for a description of
the rights, limitation of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders (the words "Holders" or
"Holder" meaning the registered holders or registered holder of the Notes).
In case an Event of Default shall occur and be continuing, the principal
hereof may be declared, and upon such declaration shall become due and
payable, in the manner, with the effect and subject to the conditions provided
in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
with the written consent of the Holders of a majority in principal amount of
the outstanding Securities of each series affected by a supplemental indenture
(with each series voting as a class), to enter into a supplemental indenture
to add any provisions to or to change or eliminate any provisions of the
Indenture or of any supplemental indenture or to modify, in each case in any
manner not covered by provisions in the Indenture relating to amendments and
waivers without the consent of Holders, the rights of the Holders of each such
series. The Holders of a majority in principal amount of the outstanding
Securities of each series affected by such waiver (with each series voting as
a class), by notice to the Trustee, may waive compliance by the Company with
any provision of the Indenture, any supplemental indenture or the Securities
of any such series, except a Default in payment of the principal of or
interest on any Security. However, without the consent of each Holder
affected, an amendment or waiver may not: (1) reduce the amount of Securities
whose Holders must consent to an amendment or waiver; (2) change the rate of
or change the time for payment of interest on any Security; (3) change the
principal of or change the fixed maturity of any Security; (4) waive a Default
in the payment of the principal of or interest on any Security; (5) make any
Security payable in money other than that stated in the Security; or (6) make
any change in the provisions of the Indenture: (i) with respect to the right
of the Holders of a majority in principal amount of any series of Securities,
by notice to the Trustee, to waive an existing Default with respect to that
series and its consequences; (ii) with respect to the right of any Holder of a
Security to receive payment of principal of and interest on the Security, on
or after the respective due dates expressed in the Security, the right of any
Holder of a coupon to receive payment of interest due as provided in such
coupon, or the right to bring suit for enforcement of any such payments on or
after their respective dates; and (iii) described in this sentence.
The Notes are not redeemable prior to maturity.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the place, at the respective times, at the rate, and in the coin or
currency herein prescribed.
No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under this Note or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder, by accepting this Note, waives
and releases all such liability. The waiver and release are part of the
consideration for the issue of this Note.
The laws of the State of New York shall govern the Indenture and this
Note.
Ownership of Notes shall be proved by the register for the Notes kept by
the Registrar. The Company, the Trustee and any agent of the Company may
treat the person in whose name a Note is registered as the absolute owner
thereof for all purposes.
Terms used herein without definition that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication hereon has been executed by the
Trustee under the Indenture referred to herein by the manual signature of one
of its authorized officers, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or by facsimile, and its corporate seal or a facsimile of
its corporate seal to be imprinted hereon.
Dated: October 13, 1995
U S WEST Communications, Inc.
By:_____________________________
James T. Helwig
Vice President, Chief Financial Officer
and Treasurer
(SEAL)
By:_____________________________
Charles J. Burdick
Assistant Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein, issued
under the Indenture described herein.
THE FIRST NATIONAL BANK OF CHICAGO
By:_________________________________
Authorized Officer
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
__________________________________________
Please insert social security number or other identifying number of
assignee:
_______________________________
Please print or type name and address (including zip code) of assignee:
___________________________________
___________________________________
___________________________________
___________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________________ attorney to transfer said Note of U S WEST
Communications, Inc. on the books of the Company, with full power of
substitution in the premises.
___________________________________
Dated:_____________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of this Note in every particular without alteration or
enlargement or any change whatever.