Exhibit 4(c)
REGISTERED PRINCIPAL AMOUNT
No. 1 $200,000,000
CUSIP 912920AN5
U S WEST COMMUNICATIONS, INC.
5-5/8% Notes due 2008
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 successor 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 to Cede & Co., or registered assigns,
the principal sum of
$200,000,000 (Two Hundred Million Dollars)
on November 15, 2008, 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 May 15 and November 15, commencing May 15, 1999, 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 May or
November, as the case may be, to which interest on this Note has been paid
preceding the date hereof (unless the date hereof is a May 15 or November 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
November 17, 1998) 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 May 1 and the immediately
following May 15 or is between November 1 and the immediately following November
15, this Note shall bear interest from such May 15 or November 15; provided,
however, that if the Company shall default in the payment of interest due on
such May 15 or November 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 November 17, 1998. The interest so payable on any May 15 or
November 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 May 1 prior to such May 15 or the
November 1 prior to such November 15 unless such May 1 or November 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
360-day year consisting 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 $320,000,000, 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,
hereinafter 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.
This Note will be redeemable at the option of the Company, in whole at
any time or in part from time to time, at a redemption price equal to the
greater of (i) 100% of the principal amount of this Note to be redeemed and (ii)
the sum, as determined by the Quotation Agent (as defined below), of the present
values of the principal amount of this Note to be redeemed and the remaining
scheduled payments of interest on the principal amount of this Note to be
redeemed from the redemption date to November 15, 2008 (the "Remaining Life")
discounted from their respective scheduled payment dates to the redemption date
on a semiannual basis (assuming a 360-day year consisting of 30-day months) at
the Treasury Rate (as defined below) plus 20 basis points, plus, in either case,
accrued interest thereon to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the Remaining
Life that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity with the Remaining Life.
"Comparable Treasury Price" means, with respect to any redemption date,
the average of five Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or if the Trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.
"Reference Treasury Dealer" means each of J.P. Morgan Securities Inc.,
Lehman Brothers Inc., Merrill Lynch Government Securities Inc. and Salomon Smith
Barney Inc., and their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual yield to maturity of the Comparable Treasury
Issue, calculated on the third Business Day preceding such redemption date using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date.
Notice of any redemption will be mailed at least 30 days but not more
than 90 days before the redemption date to the Holder hereof at its registered
address. Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the principal amount
of this Note called for redemption.
If money sufficient to pay the redemption price with respect to and
accrued interest on the principal amount of this Note to be redeemed on the
redemption date is deposited with the Trustee on or before the redemption date
and certain other conditions are satisfied, then on and after such date,
interest will cease to accrue on the principal amount of this Note called for
redemption.
Except as provided above, this Note is not redeemable by the Company
prior to maturity and is not subject to any sinking fund.
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, or on behalf of the Trustee by the manual
signature of an authorized officer of the Trustees authenticating agent, 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: November 17, 1998
U S WEST COMMUNICATIONS, INC.
By:______________________________
Name:
Title:
(SEAL)
By:______________________________
Name:
Title:
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,
as Trustee
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 U S WEST Communication, Inc., 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 whatsoever.
REGISTERED PRINCIPAL AMOUNT
No. 2 $120,000,000
CUSIP 912920AN5
U S WEST COMMUNICATIONS, INC.
5-5/8% Notes due 2008
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 successor 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 to Cede & Co., or registered assigns,
the principal sum of
$120,000,000 (One Hundred and Twenty Million Dollars)
on November 15, 2008, 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 May 15 and November 15, commencing May 15, 1999, 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 May or
November, as the case may be, to which interest on this Note has been paid
preceding the date hereof (unless the date hereof is a May 15 or November 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
November 17, 1998) 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 May 1 and the immediately
following May 15 or is between November 1 and the immediately following November
15, this Note shall bear interest from such May 15 or November 15; provided,
however, that if the Company shall default in the payment of interest due on
such May 15 or November 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 November 17, 1998. The interest so payable on any May 15 or
November 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 May 1 prior to such May 15 or the
November 1 prior to such November 15 unless such May 1 or November 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
360-day year consisting 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 $320,000,000, 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,
hereinafter 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.
This Note will be redeemable at the option of the Company, in whole at
any time or in part from time to time, at a redemption price equal to the
greater of (i) 100% of the principal amount of this Note to be redeemed and (ii)
the sum, as determined by the Quotation Agent (as defined below), of the present
values of the principal amount of this Note to be redeemed and the remaining
scheduled payments of interest on the principal amount of this Note to be
redeemed from the redemption date to November 15, 2008 (the "Remaining Life")
discounted from their respective scheduled payment dates to the redemption date
on a semiannual basis (assuming a 360-day year consisting of 30-day months) at
the Treasury Rate (as defined below) plus 20 basis points, plus, in either case,
accrued interest thereon to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the Remaining
Life that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity with the Remaining Life.
"Comparable Treasury Price" means, with respect to any redemption date,
the average of five Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or if the Trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.
"Reference Treasury Dealer" means each of J.P. Morgan Securities Inc.,
Lehman Brothers Inc., Merrill Lynch Government Securities Inc. and Salomon Smith
Barney Inc., and their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual yield to maturity of the Comparable Treasury
Issue, calculated on the third Business Day preceding such redemption date using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date.
Notice of any redemption will be mailed at least 30 days but not more
than 90 days before the redemption date to the Holder hereof at its registered
address. Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the principal amount
of this Note called for redemption.
If money sufficient to pay the redemption price with respect to and
accrued interest on the principal amount of this Note to be redeemed on the
redemption date is deposited with the Trustee on or before the redemption date
and certain other conditions are satisfied, then on and after such date,
interest will cease to accrue on the principal amount of this Note called for
redemption.
Except as provided above, this Note is not redeemable by the Company
prior to maturity and is not subject to any sinking fund.
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, or on behalf of the Trustee by the manual
signature of an authorized officer of the Trustees authenticating agent, 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: November 17, 1998
U S WEST COMMUNICATIONS, INC.
By:______________________________
Name:
Title:
(SEAL)
By:______________________________
Name:
Title:
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,
as Trustee
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 U S WEST Communication, Inc., 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 whatsoever.