EXHIBIT 4.1
REGISTERED
PRINCIPAL AMOUNT
$
U S WEST CAPITAL FUNDING, INC.
6.31% NOTES DUE NOVEMBER 1, 2005
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF
PRINCIPAL AND INTEREST BY
U S WEST, INC.
CUSIP 912912AC6
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 Capital Funding, 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 November 1, 2005, 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 1 and November 1 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 first 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 1 or November 1 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 27, 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 15 and the immediately following
May 1 or is between October 15 and the immediately following November 1, this
Note shall bear interest from such May 1 or November 1; provided, however,
that if the Company shall default in the payment of interest due on such May 1
or November 1, 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 27, 1995. The interest so payable on any May 1 or November 1
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 15 prior to such May 1 or the October 15
prior to such November 1 unless such April 15 or October 15 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, 1988 and amended by the Trust
Indenture Reform Act of 1990 (herein referred to as the "Indenture"), duly
executed and delivered by the Company and U S WEST, Inc. (the "Guarantor") to
First National Bank of Santa Fe (formerly Banquest/First National Bank of
Santa Fe), 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, the Guarantor 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, the Guarantor
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 or the Guarantor 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 is not redeemable prior to maturity, and is not entitled to a
sinking fund.
This Note is repayable, in whole or in part, at the option of the Holder
hereof, on November 1, 2000 (the "Repayment Date"), at a price equal to the
principal amount hereof to be repaid plus all accrued interest hereon to the
Repayment Date. In order to exercise such repayment option, the Holder hereof
must deliver to the Paying Agent, at the corporate trust office in the Borough
of Manhattan in the City of New York, this Note, or such portion hereof, as to
which an election to exercise the repayment option is being made, together
with a duly signed and completed notice of election to have this Note, or such
portion hereof repaid by the Company. This Note and such notice of election
to exercise the repayment option must be delivered to the Paying Agent no
earlier than September 1, 2000 and no later than October 1, 2000. Once made,
an election to exercise the repayment option by the Holder hereof will be
irrevocable. Such option may be exercised with respect to less than the
entire principal amount hereof, but any such redemption in part will be in
increments of $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. All determinations as to the validity, form, eligibility
(including time of receipt) and acceptance of this Note for repayment will be
determined by the Company, whose determination will be final and binding.
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 or
the Guarantor 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 and the Guarantee
endorsed hereon.
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 Guarantor, 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 Trustee's authenticating agent, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
_____________________________________________
GUARANTEE OF U S WEST, INC.
FOR VALUE RECEIVED, U S WEST, Inc., a corporation duly organized and
existing under the laws of the State of Colorado (the "Guarantor"), hereby
unconditionally guarantees to the holder of the Note upon which this Guarantee
is endorsed the due and punctual payment of the principal of and interest on
said Note, when and as the same shall become due and payable, whether at
maturity or otherwise, according to the terms thereof and of the Indenture
referred to therein.
The Guarantor agrees to determine, at least one business day prior to the
date upon which a payment of principal of or interest on said Note is due and
payable, whether U S WEST Capital Funding, Inc. (the "Company") has available
the funds to make such payment as the same shall become due and payable. In
case of the failure of the Company punctually to pay any such principal or
interest, the Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at
maturity or otherwise, and as if such payment were made by the Company.
The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrevocable and absolute, irrespective of the validity,
regularity, or enforceability of said Note or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the holder of said
Note with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other
circumstance which might otherwise constitute a legal or equitable discharge
or defense of a guarantor. The Guarantor hereby waives diligence,
presentment, demand or payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to said Note or
indebtedness evidenced thereby and all demands whatsoever and covenants that
this Guarantee will not be discharged except by complete performance of the
obligations contained in said Note and in this Guarantee.
The Guarantor shall be subrogated to all rights of the holder of said
Note against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not, without the consent of the holders of all of the Notes
then outstanding, be entitled to enforce or to receive any payments arising
out of, or based upon, such right of subrogation until the principal of and
interest of all Notes of the Company known as "6.31% Notes Due November 1,
2005" shall have been paid in full or payment thereof shall have been provided
for in accordance with said Indenture.
Notwithstanding anything to the contrary contained herein, if following
any payment of principal or interest by the Company on the Notes to the
holders of the Notes, it is determined by a final decision of a court of
competent jurisdiction that such payment shall be avoided by a trustee in
bankruptcy (including any debtor-in-possession) as a preference under 11
U.S.C. 547 and such payment is paid by such holder to such trustee in
bankruptcy, then and to the extent of such repayment the obligations of the
Guarantor hereunder shall remain in full force and effect.
This Guarantee shall not be valid or become obligatory for any purpose
with respect to a Note until the certificate of authentication of such Note
shall have been signed by the Trustee or on its behalf by the Trustee's
authenticating agent.
This Guarantee shall be governed by the laws of the State of New York.
IN WITNESS WHEREOF, U S WEST, Inc. has caused this Guarantee to be signed
in its corporate name by the signature of two of its officers thereunto duly
authorized and has caused its corporate seal to be affixed hereunto.
U S WEST, Inc.
By:______________________________
Charles J. Burdick
Vice President and Assistant Treasurer
By:______________________________
Stephen E. Brilz
Assistant Secretary
(SEAL)
________________________________________________________
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 27, 1995
U S WEST Capital Funding, Inc.
By:_____________________________
Charles J. Burdick
Vice President and Treasurer
(SEAL)
By:_____________________________
J. Roger Fox
Assistant Treasurer
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein, issued
under the Indenture described herein.
FIRST NATIONAL BANK OF SANTA FE
By Citibank, N.A., as Authenticating Agent
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
Capital Funding, 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.
NOTICE OF ELECTION
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms
at a price equal to the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the undersigned, at
__________________________________________________________ (Please print or
typewrite name and address of the undersigned).
For this Note to be repaid, the Paying Agent must receive at its
corporate trust office, no earlier than September 1, 2000 and no later than
October 1, 2000, this Note with this "Notice of Election" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be in increments of $1,000 or any amount in excess thereof which
is an integral multiple of $1,000) of the Notes to be issued to the Holder for
the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).
Principal Amount to be Repaid: ______________________
Date: ______________________________
___________________________________
Notice: The signature on this Notice of Election must correspond with the
name as written upon the face of this Note in every particular without
alteration or enlargement or any change whatever.