(..continued)
[FACE OF NOTE]
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTA-TIVE OF THE
DEPOSITARY 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.1/
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
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 TO ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE DEPOSITARY OR
ANY SUCH NOMINEE TO A SUCCESSOR OF THE DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR.1/
REGISTERED CUSIP No. PRINCIPAL AMOUNT
No. FXR- _____________ ____________ _____________________
U S WEST CAPITAL FUNDING, INC.
MEDIUM-TERM NOTE
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: % STATED MATURITY DATE:
IINTEREST PAYMENT DATE(S) : DEFAULT RATE
[ ] May 15 and November 15
[ ] Other:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE:
REDUCTION
_______________________
1/ This paragraph applies to global Notes only.
OPTIONAL REPAYMENT
DATE(S):
[ ] CHECK IF A
DISCOUNT NOTE:
Issue Price: %
Total Amount of OID:
Initial Accrual Period:
Yield to Maturity:
SPECIFIED CURRENCY:
[ ] United States dollars
[ ] Other:
OPTION TO ELECT PAYMENT
IN SPECIFIED CURRENCY (only
applicable if Specified Currency
is other than United States dollars):
[ ] Yes
[ ] No
EXCHANGE RATE AGENT:
AUTHORIZED DENOMINATIONS:
[ ] $1,000 and integral multiples thereof
[ ] Other:
DEFAULT RATE: %
ADDENDUM ATTACHED:
[ ] Yes
[ ] No
OTHER/ADDITIONAL PROVISIONS:
U S WEST Capital Funding, Inc., a Colorado corporation (the "Company", which
terms include any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
, or registered assigns, the principal sum of , on the
Stated Maturity Date specified above (or any Redemption Date or Optional
Repayment Date, each as defined on the reverse hereof) (each such Stated
Maturity Date, Redemption Date or Optional Repayment Date being hereinafter
referred to as the "Maturity Date" with respect to the principal repayable on
such date) and to pay interest thereon, at the Interest Rate per annum
specified above, until the prin-cipal hereof is paid or duly made available
for payment, and (to the extent that the payment of such interest shall be
legally enforceable) at the Default Rate per annum, if any, specified above on
any overdue principal, premium, if any, and/or interest, if any. The Company
will pay interest in arrears on each Interest Payment Date, if any, specified
above (each, an "Interest Payment Date"), commencing with the first Interest
Payment Date next succeeding the Original Issue Date specified above, and on
the Maturity Date; provided, however, that if the Original Issue Date
occurs between a Record Date (as defined below) and the next succeeding
Interest Payment Date, interest payments will commence on the second Interest
Payment Date next succeeding the Original Issue Date to the holder of this
Note on the Record Date with respect to such second Interest Payment Date.
Interest on this Note will be computed on the basis of a 360-day year of
twelve 30-day months.
Interest on this Note will accrue from, and including, the immediately
preceding Interest Payment Date to which interest has been paid or duly
provided for (or from, and including, the Original Issue Date if no interest
has been paid or duly provided for with respect to this Note) to, but
excluding, the applicable Interest Payment Date or the Maturity Date, as the
case may be (each, an "Interest Period"). The interest so pay-able, and
punctually paid or duly provided for, on any Interest Payment Date will,
subject to certain exceptions described herein, be paid to the person in whose
name this Note (or one or more predecessor Notes) is registered at the close
of business on the fifteenth calendar day (whether or not a Business Day, as
defined below) immediately preceding such Interest Payment Date (the "Record
Date"); pro-vided, however, that interest payable on the Maturity Date
will be payable to the person to whom the princi-pal hereof and premium, if
any, hereon shall be payable. Any such interest not so punctually paid or
duly provided for ("Defaulted Interest") will forthwith cease to be payable to
the holder on any Record Date, and shall be paid to the person in whose name
this Note is registered at the close of business on a special record date (the
"Special Record Date") for the payment of such Defaulted Interest to be fixed
by the Issuing and Paying Agent (as defined on the reverse hereof), notice
whereof shall be given to the holder of this Note by the Issuing and Paying
Agent not less than 10 calendar days prior to such Special Record Date or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this Note may be listed, and
upon such notice as may be required by such exchange, all as more fully
provided for in the Indenture (as defined on the reverse hereof).
Payment of principal, premium, if any, and interest, if any, in respect
of this Note due on the Maturity Date will be made in immediately available
funds upon presentation and surrender of this Note (and, with respect to any
applicable repayment of this Note, a duly completed election form as
contemplated on the reverse hereof) at the corporate trust office of the
Issuing and Paying Agent maintained for that purpose in the Borough of
Manhattan, The City of New York, currently located at 111 Wall Street, New
York, New York 10043, or at such other paying agency as the Company may
determine; provided, however, that if such payment is to be made in a
Specified Currency other than United States dollars as set forth below, such
payment will be made by wire transfer of immediately available funds to an
account with a bank designated by the holder hereof at least 15 calendar days
prior to the Maturity Date, provided that such bank has appropriate facilities
therefor and that this Note (and, if applicable, a duly completed election
form) is presented and surrendered at the aforementioned office of the Issuing
and Paying Agent in time for the Issuing and Paying Agent to make such payment
in such funds in accordance with its normal procedures. Payment of interest
due on any Interest Payment Date other than the Maturity Date will be made by
check mailed to the address of the person entitled thereto as such address
shall appear in the Security Register maintained at the aforementioned office
of the Issuing and Paying Agent; provided, however, that a holder of
U.S.$10,000,000 (or, if the Specified Currency specified above is other than
United States dollars, the equivalent thereof in the Specified Currency) or
more in aggregate principal amount of Notes (whether having identical or
different terms and provisions) will be entitled to receive interest payments
on such Interest Payment Date by wire transfer of immediately available funds
if appropriate wire transfer instruc-tions have been received in writing by
the Issuing and Paying Agent not less than 15 calendar days prior to such
Interest Payment Date. Any such wire transfer instructions received by the
Issuing and Paying Agent shall remain in effect until revoked by such holder.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, the required payment of principal, premium, if any, and/or
interest, if any, shall be made on the next succeeding Business Day with the
same force and effect as if made on the date such payment was due, and no
interest shall accrue with respect to such payment for the period from and
after such Interest Payment Date or the Maturity Date, as the case may be, to
the date of such payment on the next succeeding Business Day.
As used herein, "Business Day" means any day, other than a Saturday or
Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation or executive order
to close in The City of New York; provided, however, that if the Specified
Currency is other than United States dollars and any payment is to be made in
the Specified Currency in accordance with the provisions hereof, such day is
also not a day on which banking institutions are authorized or required by
law, regulation or executive order to close in the Principal Financial Center
(as defined below) of the country issuing the Specified Currency unless the
Specified Currency is the European Currency Unit ("ECU"), in which case such
day is also not a day that appears as an ECU non-settlement day on the display
designated as "ISDE" on the Reuter Monitor Money Rates Service (or is not a
day designated as an ECU non-settlement day by the ECU Banking Association)
or, if ECU non-settlement days do not appear on that page (and are not so
designated), a day that is not a day on which payments in ECU cannot be
settled in the international interbank market. "Principal Financial Center"
means (i) the capital city of the country issuing the Specified Currency
(except as described in the above with respect to ECU) or (ii) the capital
city of the country to which the Designated LIBOR Currency, if applicable,
relates (or, in the case of ECU, Luxembourg), except in such case, that with
respect to United States dollars, Australian dollars, Canadian dollars,
Deutsche marks, Dutch guilders, Italian lire and Swiss francs, the "Principal
Financial Center" shall be The City of New York, Sydney, Toronto, Frankfurt,
Amsterdam, Milan (solely in the case of clause (i) above) and Zurich,
respectively.
The Company is obligated to make payment of principal, premium, if any,
and interest, if any, in respect of this Note in the Specified Currency (or,
if the Specified Currency is not at the time of such payment legal tender for
the payment of public and private debts, in such other coin or currency of the
country which issued the Specified Currency as at the time of such payment is
legal tender for the payment of such debts). If the Specified Currency is
other than United States dollars, any such amounts so payable by the Company
will be converted by the Exchange Rate Agent specified above into United
States dollars for payment to the holder of this Note; provided, however,
that the holder of this Note may elect to receive such amounts in the
Specified Currency pursuant to the provisions set forth below.
If the Specified Currency is other than United States dollars and the
holder of this Note shall not have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or
interest, if any, in respect of this Note in the Specified Currency, any
United States dollar amount to be received by the holder of this Note will be
based on the highest bid quotation in The City of New York received by the
Exchange Rate Agent at approximately 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date from three
recognized foreign exchange dealers (one of whom may be the Exchange Rate
Agent) selected by the Exchange Rate Agent and approved by the Company for the
purchase by the quoting dealer of the Specified Currency for United States
dollars for settlement on such payment date in the aggregate amount of the
Specified Currency payable to all holders of Notes scheduled to receive United
States dollar payments and at which the applicable dealer commits to execute a
contract. All currency exchange costs will be borne by the holder of this
Note by deductions from such payments. If three such bid quotations are not
available, payments on this Note will be made in the Specified Currency.
If the Specified Currency is other than United States dollars, the holder
of this Note may elect to receive all or a specified portion of any payment of
principal, premium, if any, and/or interest, if any, in respect of this Note
in the Specified Currency by submitting a written request for such payment to
the Issuing and Paying Agent at its corporate trust office in The City of New
York on or prior to the applicable Record Date or at least 15 calendar days
prior to the Maturity Date, as the case may be. Such written request may be
mailed or hand delivered or sent by cable, telex or other form of facsimile
transmission. The holder of this Note may elect to receive all or a specified
portion of all future payments in the Specified Currency in respect of such
principal, premium, if any, and/or interest, if any, and need not file a
separate election for each payment. Such election will remain in effect until
revoked by written notice to the Issuing and Paying Agent, but written notice
of any such revocation must be received by the Issuing and Paying Agent on or
prior to the applicable Record Date or at least 15 calendar days prior to the
Maturity Date, as the case may be.
If the Specified Currency is other than United States dollars and the
holder of this Note shall have duly made an election to receive all or a
specified portion of any payment of principal, premium, if any, and/or
interest, if any in respect of this Note in the Specified Currency and if the
Specified Currency is not available due to the imposition of exchange controls
or other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to the holder of this Note by making such
payment in United States dollars on the basis of the Market Exchange Rate (as
defined below), computed by the Exchange Rate Agent, on the second Business
Day prior to such payment date or, if such Market Exchange Rate is not then
available, on the basis of the most recently available Market Exchange Rate or
as otherwise specified on the face hereof. The "Market Exchange Rate" for the
Specified Currency other than United States dollars or a composite currency
means the noon dollar buying rate in The City of New York for cable transfers
for such Specified Currency as certified for customs purposes by (or if not so
certified, as otherwise determined by) the Federal Reserve Bank of New York.
Any payment made under such circumstances in United States dollars will not
constitute an Event of Default (as defined in the Indenture) with respect to
this Note.
If the Specified Currency is a composite currency and the holder of this
Note shall have duly made an election to receive all or a specified portion of
any payment of principal, premium, if any, and/or interest, if any, in respect
of this Note in the Specified Currency and if such composite currency is
unavailable due to the imposition of exchange controls or other circumstances
beyond the control of the Company, the Company will be entitled to satisfy its
obligations to the holder of this Note by making such payment in United States
dollars on the basis of the equivalent of the composite currency in United
States dollars. The component currencies of the composite currency for this
purpose (collectively, the "Component Currencies" and each, a "Component
Currency") shall be the currency amounts that were components of the composite
currency as of the last day on which the composite currency was used. The
equivalent of the composite currency in United States dollars shall be
calculated by aggregating the United States dollar equivalents of the
Component Currencies. The United States dollar equivalent of each of the
Component Currencies shall be determined by the Exchange Rate Agent on the
basis of the Market Exchange Rate on the second Business Day prior to the
required payment or, if such Market Exchange Rate is not then available, on
the basis of the most recently available Market Exchange Rate for each such
Component Currency, or as otherwise specified on the face hereof.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of the currency as a Component
Currency shall be replaced by an amount in such single currency equal to the
sum of the amounts of the consolidated Component Currencies expressed in such
single currency. If any Component Currency is divided into two or more
currencies, the amount of the original Component Currency shall be replaced by
the amounts of such two or more currencies, the sum of which shall be equal to
the amount of the original Component Currency.
All determinations referred to above made by the Exchange Rate Agent
shall be at its sole discretion and shall, in the absence of manifest error,
be conclusive for all purposes and binding on the holder of this Note.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified above, in the Addendum hereto,
which further provisions shall have the same force and effect as if set forth
on the face hereof.
Notwithstanding any provisions to the contrary contained herein, if the
face of this Note specifies that an Addendum is attached hereto or that
"Other/Additional Provisions" apply, this Note shall be subject to the terms
set forth in such Addendum or such "Other/Additional Provisions".
Unless the Certificate of Authentication hereon has been executed by the
Trustee by 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.
IN WITNESS WHEREOF, U S WEST Capital Funding, Inc. has caused this Note
to be executed, manually or by facsimile, and its corporate seal or a
facsimile of its corporate seal to be imprinted hereon.
Dated:
U S WEST Capital Funding, Inc.
By:_______________________________
James T. Anderson
President
(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
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 Delaware (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, premium, if any,
and interest, if any, on, said Note, when and as the same shall become due and
payable, whether at maturity, upon redemption or repayment, 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, premium, if any, and/or interest, if
any, on said Note is due and payable, whether U S WEST Capital Funding, Inc.,
a Colorado corporation (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, premium, if any, or
interest, if any, 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, upon redemption or repayment, 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 of 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, premium,
if any, and interest, if any, on, all Notes of the Company known as
"Medium-Term Notes Due Nine Months or More from Date of Issue" 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, premium, if any, or interest, if any, by the Company
in respect of 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 Section 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
executed, manually or by facsimile, and its corporate seal or a facsimile of
its corporate seal to be imprinted hereon.
U S WEST, Inc.
By:______________________________
James T. Anderson
Vice President and Treasurer
By:_______________________________
Stephen E. Brilz
Assistant Secretary
(SEAL)
_________________________________
[REVERSE OF NOTE]
U S WEST CAPITAL FUNDING, INC.
MEDIUM-TERM NOTE
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the
"Debt Securities") of the Company issued and to be issued under an Indenture,
dated as of April 15, 1988, as amended by a First Supplemental Indenture dated
as of November 1, 1995, and as further amended, modified or supplemented from
time to time (as so amended, modified or supplemented, the "Indenture"), among
the Company, U S WEST, Inc., a Delaware corporation ("U S WEST"), and First
National Bank of Santa Fe, as Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the holders of the Debt Securities, and of the
terms upon which the Debt Securities are, and are to be, authenticated and
delivered. Citibank, N.A. ("Citibank"), pursuant to an agreement with U S
WEST and the Company dated December 3, 1996, will act as paying agent ("Paying
Agent") for the payment of principal, premium, if any, and interest, if any,
on, this Note as well as the registrar (the "Security Registrar"). The
Trustee has appointed Citibank as the authenticating agent (the
"Authenticating Agent"), with respect to this Note. Citibank, as Paying
Agent, Security Registrar and Authenticating Agent together with any
successors in such capacities, is hereinafter referred to as the "Issuing and
Paying Agent." This Note is one of the series of Debt Securities designated
as "Medium-Term Notes Due Nine Months or More From Date of Issue" (the
"Notes"). All terms used but not defined in this Note specified on the face
hereof or in an Addendum hereto shall have the meanings assigned to such terms
in the Indenture.
This Note is issuable only in registered form without coupons in minimum
denominations of U.S.$1,000 and integral multiples thereof or the minimum
Authorized Denomination specified on the face hereof.
This Note will not be subject to any sinking fund and, unless otherwise
provided on the face hereof in accordance with the provisions of the following
two paragraphs, will not be redeemable or repayable prior to the Stated
Maturity Date.
This Note will be subject to redemption at the option of the Company on
any date on and after the Initial Redemption Date, if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S.$1,000
or the minimum Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S.$1,000 or such minimum Authorized
Denomination), at the Redemption Price (as defined below), together with
unpaid interest accrued thereon to the date fixed for redemption (each, a
"Redemption Date"), on notice given no more than 90 nor less than 30 calendar
days prior to the Redemption Date and in accordance with the provisions of the
Indenture. The "Redemption Price" shall initially be the Initial Redemp-tion
Percentage specified on the face hereof (as adjusted by the Annual Redemption
Percentage Reduction, if any, specified on the face hereof) multiplied by the
unpaid principal amount of this Note to be redeemed. The Initial Redemption
Percentage shall decline at each anniversary of the Initial Redemption Date by
the Annual Redemption Percentage Reduction, if any, specified on the face
hereof until the Redemp-tion Price is 100% of unpaid principal amount to be
redeemed. In the event of redemption of this Note in part only, a new Note of
like tenor for the unredeemed portion hereof and otherwise having the same
terms as this Note shall be issued in the name of the holder hereof upon the
presentation and surrender hereof.
This Note will be subject to repayment by the Company at the option of
the holder hereof on the Optional Repayment Date(s), if any, specified on the
face hereof, in whole or from time to time in part in increments of U.S.$1,000
or the minimum Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S.$1,000 or such minimum Authorized
Denomination), at a repayment price equal to 100% of the unpaid principal
amount to be repaid, together with unpaid interest accrued thereon to the
relevant Optional Repayment Date. For this Note to be repaid, this Note must
be received, together with the form hereon entitled "Option to Elect
Repayment" duly completed, by the Issuing and Paying Agent at its corporate
trust office not more than 60 nor less than 20 calendar days prior to the
relevant Optional Repayment Date. Exercise of such repayment option by the
holder hereof will be irrevocable. In the event of repayment of this Note in
part only, a new Note of like tenor for the unrepaid portion hereof and
otherwise having the same terms as this Note shall be issued in the name of
the holder hereof upon the presentation and surrender hereof.
If this Note is a Discount Note as specified on the face hereof, the
amount payable to the holder of this Note in the event of redemption,
repayment or acceleration of maturity will be equal to (i) the Amortized Face
Amount (as defined below) as of the date of such event, plus (ii) with respect
to any redemption of this Note, the Initial Redemption Percentage specified on
the face hereof (as adjusted by the Annual Redemption Percentage Reduction, if
any, specified on the face hereof) minus 100% multiplied by the Issue Price
specified on the face hereof (the "Issue Price"), net of any portion of such
Issue Price which has been paid prior to the date of redemption, or the
portion of the Issue Price (or the net amount) proportionate to the portion of
the unpaid principal amount to be redeemed, plus (iii) any accrued interest to
the date of such event the payment of which would constitute qualified stated
interest payments within the meaning of Treasury Regulation 1.1273-1(c) under
the Internal Revenue Code of 1986, as amended (the "Code"). The "Amortized
Face Amount" of this Note, if it is a Discount Note, means an amount equal to
(i) the Issue Price hereof plus (ii) the aggregate portions of the original
issue discount (the excess of the amounts considered as part of the "stated
redemption price at maturity" hereof within the meaning of Section 1273(a)(2)
of the Code, whether denominated as principal or interest, over the Issue
Price) which shall have accrued hereon pursuant to Section 1272 of the Code
(without regard to Section 1272(a)(7) of the Code) from the date of issue of
this Note to the date of determination, minus (iii) any amount considered as
part of the "stated redemption price at maturity" hereof which has been paid
from the date of issue to the date of determination.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and U S WEST and the rights of the holders of the Debt Securities at
any time by the Company, U S WEST and the Trustee with the consent of the
holders of not less than a majority of the aggregate principal amount of all
Debt Securities at the time outstanding and affected thereby. The Indenture
also contains provisions permitting the holders of not less than a majority of
the aggregate principal amount of the outstanding Debt Securities of any
series, on behalf of the holders of all such Debt Securities, to waive
compliance by the Company with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the holders of not less than a
majority of the aggregate principal amount of the outstanding Debt Securities
of any series, in certain instances, to waive, on behalf of all of the holders
of Debt Securities of such series, certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the holder of this Note
shall be conclusive and binding upon such holder and upon all future holders
of this Note and other Notes issued upon the registration of transfer hereof
or in exchange heretofore or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
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 or U S WEST,
which is absolute and unconditional, to pay principal, premium, if any, and
interest, if any, in respect of this Note or the Guarantee, respectively, at
the times, places and rate of formula, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Company upon surrender of this Note for registration of
transfer at the office or agency of the Company in any place where the
principal hereof premium, if any, or interest hereon is payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the holder hereof or
by his attorney duly authorized in writing, and thereupon one or more new
Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the holder hereof surrendering the
same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Issuing and Paying Agent and any agent of the Company or the
Issuing and Paying Agent may treat the holder in whose name this Note is
registered as the owner thereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Issuing and Paying Agent nor any such
agent shall be affected by notice to the contrary.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements
made and to be performed entirely in such State.
_____________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Note, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ________ Custodian ________
TEN ENT - as tenants by the entireties (Minor) (Cust)
JT TEN - as joint tenants with right of
survivorship and not as tenants in common under Uniform Gifts to Minors Act_____________________
(State)
Additional abbreviations may also be used though not in the above list.
__________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
| |
_____________________________|______________________________________________
____________________________________________________________________________
Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________________________________
the within Note and all rights thereunder hereby irrevocably constituting and
appointing
____________________________________________________________________ Attorney
to transfer said Note on the books of the Trustee, with full power of
substitution in the premises.
Dated:__________________________________ _______________________________________________
_______________________________________________
Notice: The signature(s) on this assignment must
correspond with the name(s) as written upon the face of
the within Note in every particular, without alteration or
enlargement or any change whatsoever.
OPTION TO ELECT REPAYMENT
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 100% of the principal amount to be repaid, together with
unpaid interest accrued hereon to the relevant Optional Repayment Date, to the
undersigned, at
____________________________________________________________________________
___________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Issuing and Paying Agent must receive at
its corporate trust office, not more than 60 nor less than 20 calendar days
prior to the Optional Repayment Date, this Note with this "Option to Elect
Repayment" 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 U.S.$1,000 (or, if
the Specified Currency specified on the face hereof is other than United
States dollars, the minimum Authorized Denomination specified on the face
hereof)) which the holder elects to have repaid and specify the denomination
or denominations (which shall be an Authorized Denomination) 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: __________________ ______________________________
---------------------------------
Notice: The signature(s) on this
Date:_________________________ Option to Elect Repayment must
correspond with the name(s) as
written upon the face of the
within Note in every particular
without alteration or enlargement
or any change whatsoever.