-------------------------------------------
THIRD SUPPLEMENTAL INDENTURE
among
MEDIAONE GROUP FUNDING, INC.,
Issuer,
MEDIAONE GROUP, INC.
Guarantor
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Trustee
Dated as of October 28, 1998
----------------------------------------------
Table of Contents
ARTICLE I
DEFINITIONS
SECTION 1.1 Definition of Terms........................................2
ARTICLE II
GENERAL TERMS AND CONDITIONS OF
THE NOTES
SECTION 2.1 Designation and Principal Amount...........................4
SECTION 2.2 Maturity...................................................4
SECTION 2.3 Form and Payment...........................................4
SECTION 2.4 Global Note................................................5
SECTION 2.5 Interest...................................................5
ARTICLE III
REDEMPTION OF THE NOTES
SECTION 3.1 Special Event Redemption...................................7
SECTION 3.2 Optional Redemption by Company.............................7
SECTION 3.3 Redemption Procedures......................................7
SECTION 3.4 No Sinking Fund............................................8
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD
SECTION 4.1 Extension of Interest Payment Period.......................8
SECTION 4.2 Notice of Extension........................................8
ARTICLE V
EXPENSES AND GUARANTEE
SECTION 5.1 Payment of Expenses........................................9
SECTION 5.2 Guarantee of Payment of Expenses..........................11
ARTICLE VI
SUBORDINATION
SECTION 6.1 Agreement to Subordinate..................................11
SECTION 6.2 Default on Senior Indebtedness............................11
SECTION 6.3 Liquidation: Dissolution; Bankruptcy......................12
SECTION 6.4 Subrogation...............................................14
SECTION 6.5 Trustee to Effectuate Subordination.......................15
SECTION 6.6 Notice by the Company and the Guarantor...................15
SECTION 6.7 Rights of the Trustee; Holders of Senior
Indebtedness..............................................16
SECTION 6.8 Subordination May Not Be Impaired.........................17
ARTICLE VII
COVENANTS
SECTION 7.1 Listing on Exchanges......................................17
SECTION 7.2 Direct Action.............................................17
ARTICLE VIII
FORM OF NOTE
SECTION 8.1 Form of Note..............................................18
ARTICLE IX
ORIGINAL ISSUE OF NOTES AND GUARANTEES
SECTION 9.1 Original Issue of Notes and Guarantees....................27
ARTICLE X
MISCELLANEOUS
SECTION 10.1 Ratification of Indenture.................................27
SECTION 10.2 Trustee Not Responsible for Recitals......................28
SECTION 10.3 Governing Law.............................................28
SECTION 10.4 Separability..............................................28
SECTION 10.5 Counterparts..............................................28
THIRD SUPPLEMENTAL INDENTURE, dated as of October 28, 1998 (the
"Third Supplemental Indenture"), among MediaOne Group Funding, Inc., a Delaware
corporation (the "Company"), MediaOne Group, Inc., a Delaware corporation (the
"Guarantor") and Norwest Bank Minnesota, National Association, as trustee (the
"Trustee") under the Indenture dated as of June 12, 1998 among the Company, the
Guarantor and the Trustee (as so supplemented, the "Indenture").
WHEREAS, the Company and the Guarantor executed and delivered the
Indenture to the Trustee to provide for the future issuance of the Company's
unsecured subordinated debt securities guaranteed by the Guarantor, to be issued
from time to time in one or more series as might be determined by the Company
under the Indenture, in an unlimited aggregate principal amount which may be
authenticated and delivered as provided in the Indenture;
WHEREAS, pursuant to the terms of the Indenture, the Company desires
to provide for the establishment of a new series of its Debt Securities to be
known as its 9.04% Subordinated Deferrable Interest Notes due 2038, and the
Guarantor desires to provide for the issuance of a Guarantee of such Debt
Securities (the "Note Guarantee" and, together with the Debt Securities, the
"Notes"), the form and substance of such Notes and the Note Guarantee and the
terms, provisions and conditions thereof to be set forth as provided in the
Indenture and this Third Supplemental Indenture;
WHEREAS, MediaOne Finance Trust III, a Delaware statutory business
trust (the "Trust"), has offered to the public $500,000,000 (including
$50,000,000 aggregate liquidation amount sold pursuant to an over-allotment
option provided for in the Purchase Agreement) aggregate liquidation amount of
its 9.04% Preferred Securities (the "Preferred Securities") (or up to
$517,500,000 aggregate liquidation amount of Preferred Securities if the
remaining over-allotment option is exercised), representing undivided beneficial
interests in the assets of the Trust and proposes to invest the proceeds from
such offering, together with the proceeds of the issuance and sale by the Trust
to the Guarantor of $15,463,925 (including $1,546,375 aggregate liquidation
amount sold pursuant to an over-allotment option) aggregate liquidation amount
of its Common Securities (or up to $16,005,175 aggregate liquidation amount of
Common Securities if the remaining over-allotment option is exercised), in
$515,463,925 (or up to $533,505,175 aggregate principal amount if the remaining
over-allotment option is exercised) aggregate principal amount of the Notes; and
WHEREAS, the Company and the Guarantor have requested that the
Trustee execute and deliver this Third Supplemental Indenture, and all
requirements necessary to make this Third Supplemental Indenture a valid
instrument, in accordance with its
terms, and to make the Notes, when executed by the Company and authenticated and
delivered by the Trustee, the valid obligations of the Company and to make the
Guarantee endorsed thereon when executed by the Guarantor a valid obligation of
the Guarantor, have been performed, and the execution and delivery of this Third
Supplemental Indenture has been duly authorized in all respects:
NOW THEREFORE, in consideration of the purchase and acceptance of
the Notes by the holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Notes and the terms,
provisions and conditions thereof, the Company and the Guarantor covenant and
agree with the Trustee as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Definition of Terms
Unless the context otherwise requires:
(a) a term defined in the Indenture has the same meaning when used
in this Third Supplemental Indenture;
(b) a term defined anywhere in this Third Supplemental Indenture has
the same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) a reference to a Section or Article is to a Section or Article
of this Third Supplemental Indenture;
(e) headings are for convenience of reference only and do not affect
interpretation;
(f) the following terms have the meanings given to them in the
Declaration: (i) Clearing Agency; (ii) Delaware Trustee; (iii) Property Trustee;
(iv) Preferred Security Certificate; (v) Purchase Agreement; (vi) Regular
Trustees; and (vii) Special Event; and
(g) the following terms have the meanings given to them in this
Section 1.1(g):
"Additional Interest" shall have the meaning set forth
in Section 2.5.
"Declaration" means the Amended and Restated Declaration of Trust of
MediaOne Finance Trust III, a Delaware business trust, dated as of October 28,
1998.
"Dissolution Event" means that as a result of an election by the
Guarantor, the Trust is to be dissolved in accordance with the Declaration and
the Notes held by the Property Trustee are to be distributed to the holders of
the Trust Securities issued by the Trust pro rata in accordance with the
Declaration.
"Maturity Date" means the date on which the Notes mature and on
which the principal shall be due and payable together with all accrued and
unpaid interest thereon including Additional Interest, if any.
"Optional Redemption Price" shall have the meaning set forth in
Section 3.2.
"Redemption Price" means either the Special Event Redemption Price
or the Optional Redemption Price, as the case may be.
"Senior Indebtedness" means with respect to the Company or
Guarantor, (i) the principal, premium, if any, and interest in respect of (A)
indebtedness of such obligor for money borrowed and (B) indebtedness evidenced
by securities, debentures, bonds or other similar instruments issued by such
obligor; (ii) all capital lease obligations of such obligor; (iii) all
obligations of such obligor issued or assumed as the deferred purchase price of
property, all conditional sale obligations of such obligor and all obligations
of such obligor under any title retention agreement (but excluding trade
accounts payable arising in the ordinary course of business); (iv) all
obligations of such obligor for the reimbursement on any letter of credit,
banker's acceptance, security purchase facility or similar credit transaction;
(v) all obligations of the type referred to in clauses (i) through (iv) of other
persons for the payment of which such obligor is responsible or liable as
obligor, guarantor or otherwise; and (vi) all obligations of the type referred
to in clauses (i) through (v) of other persons secured by any lien on any
property or asset of such obligor (whether or not such obligation is assumed by
such obligor), except for (1) any such indebtedness that is by its terms
subordinated to or pari passu with the Notes, as the case may be, and (2) any
indebtedness, including all other debt securities and guarantees in respect of
those debt securities, initially issued to (y) any other MediaOne Trust or (z)
any trusts, partnerships or any other entities affiliated with the Guarantor
which is a financing vehicle of the Guarantor ("Financing Entity") in connection
with an issuance by such Financing Entity of preferred securities or other
securities which are similar to the Preferred Securities, including, without
limitation, (i) the 9.30% Subordinated Deferrable Interest Notes due 2025 issued
by the Company to MediaOne Finance Trust I (the "9.30% Notes") and the guarantee
by the Guarantor of the 9.30% Notes (the "9.30% Notes Guarantee"), (ii) the
9.50% Subordinated
Deferrable Interest Notes due 2036 issued by the Company to MediaOne Finance
Trust II (the "9.50% Notes") and the guarantee by the Guarantor of the 9.50%
Notes (the "9.50% Notes Guarantee"), (iii) the 7.96% Subordinated Deferrable
Interest Notes due 2025 issued by the Company to MediaOne Financing A (the
"7.96% Notes") and the guarantee by the Guarantor of the 7.96% Notes (the "7.96%
Notes Guarantee") and (iv) the 8.25% Subordinated Deferrable Interest Notes due
2036 issued by the Company to MediaOne Financing B (the "8.25% Notes") and the
guarantee by the Guarantor of the 8.25% Notes (the "8.25% Note Guarantee").
"Special Event Redemption Price" shall have the meaning set forth in
Section 3.1.
ARTICLE II
GENERAL TERMS AND CONDITIONS OF
THE NOTES
SECTION 2.1 Designation and Principal Amount
There is hereby authorized:
(a) a series of Debt Securities designated the "9.04% Subordinated
Deferrable Interest Notes due 2038", limited in aggregate principal amount to
(a) $515,463,925 and (b) such remaining aggregate principal amount (which may
not exceed $18,041,250), if any, as shall be purchased by the Trust pursuant to
an over-allotment option in accordance with the terms and provisions of the
Purchase Agreement, which amount shall be as set forth in any written order of
the Company for the authentication and delivery of Notes pursuant to Section 2.4
of the Indenture; and
(b) a Guarantee of such Debt Securities.
SECTION 2.2 Maturity
The Maturity Date will be December 31, 2038.
SECTION 2.3 Form and Payment
Except as provided in Section 2.4, the Notes shall be issued in
fully registered certificated form without interest coupons. Principal and
interest on the Notes issued in certificated form will be payable, the transfer
of such Notes will be registrable and such Notes will be exchangeable for Notes
bearing identical terms and provisions at the office or agency of the Trustee;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the registered holder at such address as shall appear
in the Security
Register. Notwithstanding the foregoing, so long as the registered holder of any
Notes is the Property Trustee, the payment of the principal of and interest
(including Additional Interest, if any) on such Notes held by the Property
Trustee will be made at such place and to such account as may be designated by
the Property Trustee.
SECTION 2.4 Global Note
In connection with a Dissolution Event;
(a) the Notes in certificated form may be presented to the Trustee
by the Property Trustee in exchange for a Global Note in an aggregate principal
amount equal to all Outstanding Notes, to be registered in the name of the
Depository, or its nominee, and delivered by the Trustee to the Depository for
crediting to the accounts of its participants pursuant to the instructions of
the Regular Trustees. The Company upon any such presentation shall execute a
Global Note in such aggregate principal amount and deliver the same to the
Trustee for authentication and delivery in accordance with the Indenture and
this Third Supplemental Indenture. Payments on the Notes issued as a Global Note
will be made to the Depository; and
(b) if any Preferred Securities are held in non book-entry
certificated form, the Notes in certificated form may be presented to the
Trustee by the Property Trustee and any Preferred Security Certificate which
represents Preferred Securities other than Preferred Securities held by the
Clearing Agency or its nominee ("Non Book-Entry Preferred Securities") will be
deemed to represent beneficial interests in Notes presented to the Trustee by
the Property Trustee having an aggregate principal amount equal to the aggregate
liquidation amount of the Non Book-Entry Preferred Securities until such
Preferred Security Certificates are presented to the Security Registrar for
transfer or reissuance at which time such Preferred Security Certificates will
be cancelled and a Note registered in the name of the holder of the Preferred
Security Certificate or the transferee of the holder of such Preferred Security
Certificate as the case may be, with an aggregate principal amount equal to the
aggregate liquidation amount of the Preferred Security Certificate cancelled
will be executed by the Company and delivered to the Trustee for authentication
and delivery in accordance with the Indenture and this Third Supplemental
Indenture. On issue of such Notes, Notes with an equivalent aggregate principal
amount that were presented by the Property Trustee to the Trustee will be deemed
to have been cancelled.
SECTION 2.5 Interest
(a) Each Note will bear interest at the rate of 9.04% per annum (the
"Coupon Rate") from the original date of issuance until the principal thereof
becomes due and payable, and on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the Coupon Rate, payable (subject to the provisions
of Article Four) quarterly in arrears on March 31, June 30, September 30 and
December 31 of each year (each, an "Interest Payment Date"), commencing on
December 31, 1998, to the person in whose name such Note or any predecessor Note
is registered, at the close of business on the regular record date for such
interest installment, which, in respect of any Notes of which the Property
Trustee is the registered holder of or a Global Note, shall be the close of
business on the Business Day next preceding that Interest Payment Date.
Notwithstanding the foregoing sentence, if (i) the Preferred Securities are no
longer in book-entry only form or (ii) a Dissolution Event has occurred and
subsequent thereto the Notes are not represented by a Global Note pursuant to
the provisions of Section 2.11(c) of the Indenture, the Company may select a
regular record date for such interest installment which shall be any date at
least one Business Day before an Interest Payment Date.
(b) The amount of interest payable for any period will be computed
on the basis of a 360-day year of twelve 30-day months. Except as provided in
the following sentence, the amount of interest payable for any period shorter
than a full quarterly period for which interest in computed, will be computed on
the basis of the actual number of days elapsed per 30-day month. In the event
that any date on which interest is payable on the Notes is not a Business Day,
then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such date.
(c) If at any time while the Property Trustee is the holder of any
Notes, the Trust or the Property Trustee is required to pay any taxes, duties
assessments or governmental charges of whatever nature (other than withholding
taxes) imposed by the United States, or any other taxing authority, then, in any
case, the Company will pay as additional interest ("Additional Interest") on the
Notes held by the Property Trustee, such additional amounts as shall be required
so that the net amounts received and retained by the Trust and the Property
Trustee after paying such taxes, duties, assessments or other governmental
charges will be equal to the amounts the Trust and the Property
Trustee would have received had no such taxes, duties, assessments or other
government charges been imposed.
ARTICLE III
REDEMPTION OF THE NOTES
SECTION 3.1 Special Event Redemption
If a Special Event has occurred and is continuing then,
notwithstanding Section 3.2 but subject to Section 3.3(c), the Company shall
have the right, upon not less than 30 days' nor more than 60 days' notice to the
registered holders of the Notes to redeem the Notes in whole or in part for cash
within 90 days following the occurrence of such Special Event at a redemption
price (the "Special Event Redemption Price") equal to 100% of the principal
amount of such Notes to be redeemed plus any accrued and unpaid interest thereon
to the date of such redemption.
SECTION 3.2 Optional Redemption by Company.
(a) Subject to the provisions of Section 3.3(c) and to the
provisions of Article Three of the Indenture, the Company shall have the right
to redeem the Notes, in whole or in part, from time to time, on or after October
28, 2003, at a redemption price (the "Optional Redemption Price") equal to 100%
of the principal amount per Note, plus, in each case, accrued and unpaid
interest thereon to the date of the redemption for the Notes. Any redemption
pursuant to this paragraph will be made upon not less than 30 days, nor more
than 60 days, notice before the redemption date to each Holder of the Notes, at
the Optional Redemption Price.
SECTION 3.3 Redemption Procedures
(a) If the Notes are only partially redeemed pursuant to
Section 3.1 or Section 3.2, the Notes will be redeemed pro rata or by lot or by
any other method utilized by the Trustee; provided, that if at the time of
redemption the Notes are registered as Global Notes, the Depositary shall deter
mine, in accordance with its procedures, the principal amount of such Notes held
by each Holder of Notes to be redeemed.
(b) The Redemption Price shall be paid prior to 12:00 noon,
New York time, on the date of such redemption or at such earlier time as the
Company determines and specifies in the notice of redemption, provided that the
Company shall deposit with the Trustee an amount sufficient to pay the
Redemption Price by 11:00 a.m., New York time, on the date such Redemption Price
is to be paid.
(c) If a partial redemption of the Notes would result in the
delisting of the Preferred Securities issued by the Trust from any national
securities exchange or other organization on which the Preferred Securities are
then listed, the Company shall not be permitted to effect such partial
redemption and may only redeem the Notes in whole.
SECTION 3.4 No Sinking Fund
The Notes are not entitled to the benefit of any sinking fund.
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD
SECTION 4.1 Extension of Interest Payment Period
The Company shall have the right, at any time during the term of the
Notes, from time to time to extend the interest payment period of such Notes for
up to 20 consecutive quarterly periods (the "Extended Interest Payment Period").
To the extent permitted by applicable law, interest, the payment of which has
been deferred because of the extension of the interest payment period pursuant
to this Section 4.1, will bear interest thereon at the Coupon Rate for each
quarterly period of the Extended Interest Payment Period. At the end of the
Extended Interest Payment Period the Company shall pay all interest accrued and
unpaid on the Notes including any Additional Interest ("Deferred Interest")
which shall be payable to the holders of the Notes in whose names the Notes are
registered in the Security Register on the first record date after the end of
the Extended Interest Payment Period. Before the termination of any Extended
Interest Payment Period, the Company may further extend such period, provided
that such period together with all such further extensions thereof shall not
exceed 20 consecutive quarterly periods. Upon the termination of any Extended
Interest Payment Period and upon the payment of all Deferred Interest then due,
the Company may select a new Extended Interest Payment Period, subject to the
foregoing requirements. No interest shall be due and payable during an Extended
Interest Payment Period, except at the end thereof.
SECTION 4.2 Notice of Extension
(a) If the Property Trustee is the only registered holder of the
Notes at the time the Company selects an Extended Interest Payment Period, the
Company shall give written notice to both the Regular Trustees and the Property
Trustee of its selection of such Extended Interest Payment Period one Business
Day before the earlier of (i) the next succeeding date on which Distributions on
the Trust Securities issued by the Trust are
payable, or (ii) the date the Trust is required to give notice of the record
date or the date such Distributions are payable to the New York Stock Exchange
or other applicable self-regulatory organization or to holders of the Preferred
Securities issued by the Trust, but in any event at least one Business Day
before such record date.
(b) If the Property Trustee is not the only holder of the Notes at
the time the Company selects an Extended Interest Payment Period, the Company
shall give the holders of the Notes written notice of its selection of such
Extended Interest Payment Period 10 Business Days before the earlier of (i) the
next succeeding Interest Payment Date, or (ii) the date the Company is required
to give notice of the record or payment date of such interest payment to the New
York Stock Exchange or other applicable self-regulatory organization or to
holders of the Notes.
(c) The quarterly period in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 4.2 shall be counted as one of the 20
quarterly periods permitted in the maximum Extended Interest Payment Period
permitted under Section
4.1.
ARTICLE V
EXPENSES AND GUARANTEE
SECTION 5.1 Payment of Expenses
In connection with the offering, sale and issuance of the Notes to
the Property Trustee in connection with the sale of the Trust Securities by the
Trust, the Company shall:
(a) pay for all costs and expenses relating to the offering, sale
and issuance of the Note, including commissions to the underwriters payable
pursuant to the Underwriting Agreement and the Pricing Agreement and
compensation of the Trustee under the Indenture in accordance with the
provisions of Section 7.06 of the Indenture;
(b) pay for all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the Trust, the
offering, sale and issuance of the Trust Securities (including commissions to
the underwriters in connection therewith), the fees and expenses of the Property
Trustee and the Delaware Trustee, the costs and expenses relating to the
operation of the Trust, including without limitation, costs and expenses of
accountants, attorneys, statistical or bookkeeping services, expenses for
printing and engraving and computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel and telephone and other
telecommunications expenses and costs and expenses incurred in connection with
the acquisition, financing, and disposition of Trust assets); and
(c) pay any and all taxes (other than United States withholding
taxes attributable to the Trust or its assets) and all liabilities, costs and
expenses with respect to such taxes of the Trust.
SECTION 5.2 Guarantee of Payment of Expenses
The Guarantor hereby fully and unconditionally guarantees the due and
punctual payment of all amounts that become due and payable by the Company to
any Person pursuant to Section 5.1.
ARTICLE VI
SUBORDINATION
SECTION 6.1 Agreement to Subordinate
The Company and the Guarantor covenant and agree, and each holder of
Notes issued hereunder by holder's acceptance thereof likewise covenants and
agrees, that all Notes shall be issued subject to the provisions of this Article
Six; and each holder of a Note, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such provisions.
The payment by the Company of the principal of, premium, if any, and
interest on all Notes issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and junior in right of payment to the
prior payment in full of all Senior Indebtedness of the Company, whether
outstanding at the date of this, Indenture or thereafter incurred. The payment
by the Guarantor of any obligation due under the Note Guarantee issued hereunder
shall, to the extent and in the manner hereinafter set forth, be subordinated
and junior in right of payment to the prior payment in full of all Senior
Indebtedness of the Guarantor, whether outstanding at the date of this Indenture
or thereafter incurred.
No provision of this Article Six shall prevent the occurrence of any
default or Event of Default hereunder.
SECTION 6.2 Default on Senior Indebtedness
In the event and during the continuation of any default by the
Company or the Guarantor in the payment of principal, premium, interest or any
other payment due on any Senior Indebtedness of the Company or the Guarantor, as
the case may be,
or in the event that the maturity of any Senior Indebtedness of the Company or
the Guarantor, as the case may be, has been accelerated because of a default,
then, in either case, no payment shall be made by the Company with respect to
the principal (including redemption and sinking fund payments) of, or premium,
if any, or interest on the Notes, including payment with respect to any
obligation due under the Guarantees.
In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee or any holder when such payment is prohibited by the
preceding paragraph of this Section 6.2, such payment shall be held in trust for
the benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee within 90 days of such payment
of the amounts then due and owing on the Senior Indebtedness and only the
amounts specified in such notice to the Trustee shall be paid to the holders of
Senior Indebtedness.
SECTION 6.3 Liquidation: Dissolution; Bankruptcy
Upon any payment by the Company or the Guarantor, or distribution of
assets of the Company or the Guarantor of any kind or character, whether in
cash, property or securities, to creditors upon any dissolution or winding-up or
liquidation or reorganization of the Company or the Guarantor, whether voluntary
or involuntary or in bankruptcy, insolvency, receivership or other proceedings,
all amounts due upon all Senior Indebtedness of the Company or the Guarantor, as
the case may be, shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company or
the Guarantor, as the case may be, on account of the principal (and premium, if
any) or interest on the Notes; and upon any such dissolution or winding-up or
liquidation or reorganization any payment by the Company or the Guarantor, or
distribution of assets of the Company or the Guarantor of any kind or character,
whether in cash, property or securities, to which the holders of the Note or the
Trustee would be entitled to receive from the Company or the Guarantor, as the
case may be, except for the provisions of this Article Six, shall be paid by the
Company or the Guarantor, as the case may be, or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the holders of the Notes or by the Trustee under this
Indenture if received by them or it, directly to the holders of Senior
Indebtedness of the Company or the Guarantor, as the case may be (pro rata to
such holders on the basis of the respective amounts of Senior Indebtedness held
by such holders, as calculated by the
Company or the Guarantor, as the case may be) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the holders of Notes
or to the Trustee.
In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company or the Guarantor of any kind or character,
whether in cash, property or securities, prohibited by the foregoing, shall be
received by the Trustee or the holders of the Notes before all Senior
Indebtedness of the Company or the Guarantor is paid in full, or provision is
made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over or
delivered to the holders such Senior Indebtedness or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
and their respective interests may appear, as calculated by the Company or the
Guarantor, for application to the payment of all Senior Indebtedness of the
Company or the Guarantor, as the case may be, remaining unpaid to the extent
necessary to pay such Senior Indebtedness in full in money in accordance with
its terms, after giving effect to any concurrent payment or distribution to or
for the holders of such Senior Indebtedness.
For purposes of this Article Six, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company or the
Guarantor as reorganized or readjusted, or securities of the Company or the
Guarantor or any other corporation provided for by a plan of reorganization or
readjustment, the payment of which is subordinated at least to the extent
provided in this Article Six with respect to the Notes to the payment of all
Senior Indebtedness of the Company or the Guarantor, as the case may be, that
may at the time be outstanding, provided that (i) such Senior Indebtedness is
assumed by the new corporation, if any, resulting from any such reorganization
or readjustment, and (ii) the rights of the holders of such Senior Indebtedness
are not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company or the Guarantor with, or the
merger of the Company or the Guarantor into, another corporation or the
liquidation or dissolution of the Company or the Guarantor following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in
Article Ten of the
Indenture shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 6.3 if such other corporation
shall, as a part of such consolidation, merger, conveyance or transfer, comply
with the conditions stated in Article Ten of the Indenture. Nothing in Section
6.2 or in this Section 6.3 shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 7.6 of the Indenture.
SECTION 6.4 Subrogation
Subject to the payment in full of all Senior Indebtedness of the
Company or the Guarantor, the rights of the holders of the Notes shall be
subrogated to the rights of the holders of such Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company or the
Guarantor, as the case may be, applicable to such Senior Indebtedness until the
principal of (and premium, if any) and interest on the Notes shall be paid in
full; and, for the purposes of such subrogation, no payments or distributions to
the holders for such Senior Indebtedness of any cash, property or securities to
which the holders of the Notes or the Trustee would be entitled except for the
provisions of this Article Six, and no payment over pursuant to the provisions
of this Article Six, to or for the benefit of the holders of such Senior
Indebtedness by holders of the Notes or the Trustee, shall, as between (i) the
Company, its creditors other than holders of Senior Indebtedness of the Company,
and the holders of the Notes or (ii) the Guarantor, its creditors other than the
holders of Senior Indebtedness of the Guarantor, and the holders of the Notes,
be deemed to be a payment by the Company or the Guarantor, as the case may be,
to or on account of such Senior Indebtedness. It is understood that the
provisions of this Article Six are and are intended solely for the purposes of
defining the relative rights of the holders of the Notes, on the one hand, and
the holders of such Senior Indebtedness on the other hand.
Nothing contained in this Article Six or elsewhere in this Indenture
or in the Notes is intended to or shall impair, as between (i) the Company, its
creditors other than the holders of Senior Indebtedness of the Company, and the
holders of the Notes or (ii) the Guarantor, its creditors other than the holders
of Senior Indebtedness of the Guarantor, and the holders of the Notes, the
obligation of the Company or the Guarantor, as the case may be, which is
absolute and unconditional, to pay to the holders of the Notes the principal of
(and premium, if any) and interest on the Notes as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the holders of the Notes and creditors of
the Company or the Guarantor, as the case may be, other than the holders of
Senior Indebtedness of the Company or the Guarantor, as the case may be, nor
shall anything herein or
therein prevent the Trustee or the holder of any Note from exercising all
remedies otherwise permitted by applicable law upon default under the Indenture,
subject to the rights, if any, under this Article Six of the holders of such
Senior Indebtedness in respect of cash, property or securities of the Company or
the Guarantor, as the case may be, received upon the exercise of any such
remedy.
Upon any payment or distribution of assets of the Company or the
Guarantor referred to in this Article Six, the Trustee, subject to the
provisions of Section 7.1 of the Indenture, and the holders of the Notes, shall
be entitled to rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the holders of the
Notes, for the purposes of ascertaining the Persons entitled to participate in
such distribution, the holders of Senior Indebtedness and other indebtedness of
the Company or the Guarantor, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Six.
SECTION 6.5 Trustee to Effectuate Subordination
Each holder of Notes by such holder's acceptance thereof authorizes
and directs the Trustee on such holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article Six and appoints the Trustee such holder's attorney-in-fact for any and
all such purposes.
SECTION 6.6 Notice by the Company and the Guarantor
The Company or the Guarantor shall give prompt written notice to a
Responsible Officer of the Trustee of any fact known to the Company or the
Guarantor that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Notes pursuant to the provisions of this Article Six.
Notwithstanding the provisions of this Article Six or any other provision of the
Indenture and this Third Supplemental Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the Notes
pursuant to the provisions of this Article Six, unless and until a Responsible
Officer of the Trustee shall have received written notice thereof at the
Principal Office of the Trustee from the Company or the Guarantor or a holder or
holders of Senior Indebtedness or from any trustee therefor; and before the
receipt of any such written notice, the Trustee, subject to the
provisions of Section 7.1 of the Indenture, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section 6.6 at least two
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on any Note), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purposes
for which they were received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such date.
The Trustee, subject to the provisions of Section 7.1 of the
Indenture, shall be entitled to rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness of the
Company or the Guarantor, as the case may be (or a trustee on behalf of such
holder) to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article Six, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Six, and if such evidence is not furnished the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.
SECTION 6.7 Rights of the Trustee; Holders of Senior
Indebtedness
The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Six, in respect of any Senior Indebtedness at
any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.
With respect to the holders of Senior Indebtedness of the Company or
the Guarantor, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article Six, and
no implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary
duty to the holders of such Senior Indebtedness and, subject to the provisions
of Section 7.1 of the Indenture, the Trustee shall not be liable to any holder
of such Senior Indebtedness if it shall pay over or deliver to holders of Notes,
the Company, the Guarantor or any other Person money or assets to which any
holder of such Senior Indebtedness shall be entitled by virtue of this Article
Six or otherwise.
SECTION 6.8 Subordination May Not Be Impaired
No right of any present or future holder of any Senior Indebtedness
of the Company or the Guarantor to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or the Guarantor, as the case may be, or by any
act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company or the Guarantor, as the case may be, with the
terms, provisions and covenants of this Indenture, regardless of any knowledge
thereof that any such holder may have or otherwise be charged with.
Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness of the Company or the Guarantor
may, at any time and from time to time, without the consent of or notice to the
Trustee or the holders of the Notes, without incurring responsibility to the
holders of the Notes and without impairing or releasing the subordination
provided in this Article Six or the obligations hereunder of the holders of the
Notes to the holders of such Senior Indebtedness, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend
or supplement in any manner such Senior Indebtedness or any instrument
evidencing the same or any agreement under which such Senior Indebtedness is
outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing such Senior Indebtedness; (iii) release
any Person liable in any manner for the collection of such Senior Indebtedness;
and (iv) exercise or refrain from exercising any rights against the Company or
the Guarantor, as the case may be, and any other Person.
ARTICLE VII
COVENANTS
SECTION 7.1 Listing on Exchanges
If the Notes are to be issued as a Global Note in connection with
the distribution of the Notes to the holders of the Preferred Securities issued
by the Trust upon a Dissolution Event, the Company will use its best efforts to
list such Notes
on the New York Stock Exchange or on such other exchange as the Preferred
Securities are then listed.
SECTION 7.2 Direct Action
The Company, the Guarantor and the Trustee acknowledge that pursuant
to the Declaration, the holders of Preferred Securities are entitled, in the
circumstances and subject to the limitations set forth therein, to commence a
Direct Action (as defined therein) with respect to any Event of Default under
the Indenture, the Notes and the Note Guarantee.
ARTICLE VIII
FORM OF NOTE
SECTION 8.1 Form of Note
The Notes, the Note Guarantee and the Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in the following
forms:
(FORM OF FACE OF NOTE)
[IF THE NOTE IS TO BE A GLOBAL NOTE, INSERT This Note is a Global
Note within the meaning of the Indenture hereinafter referred to and is
registered in the name of a Depository or a nominee of a Depository. This Note
is exchangeable for Notes registered in the name of a person other than the
Depository or its nominee only in the limited circumstances described in the
Indenture, and no transfer of this Note (other than a transfer of this Note as a
whole by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository) may be
registered except in limited circumstances.
Unless this Note 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 Note 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 hereon
is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL since the registered owner hereof, Cede & Co.,
has an interest herein.]
No. $
MediaOne Group Funding, Inc.
9.04% SUBORDINATED DEFERRABLE INTEREST NOTE
DUE 2038
MEDIAONE GROUP FUNDING, INC., a Delaware corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to the Property
Trustee, as property trustee of MediaOne Finance Trust III (the "Trust") or
registered assigns, the principal sum of Dollars on December 31, 2038 and to pay
interest on said principal sum from October 28, 1998 or from the most recent
interest payment date (each such date, an "Interest Payment Date") to which
interest has been paid or duly provided for, quarterly (subject to deferral as
set forth herein) in arrears on March 31, June 30, September 30 and December 31
of each year commencing December 31, 1998 at the rate of 9.04% per annum until
the principal hereof shall have become due and payable, and on any overdue
principal and premium, if any, and (without duplication and to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum. The amount of interest
payable on any Interest Payment Date shall be computed on the basis of a 360-day
year of twelve 30-day months. In the event that any date on which interest is
payable on this Note is not a Business Day, then payment of interest payable on
such date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on such date. The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the person in whose name this
Note (or one or more Predecessor Securities, as defined in said Indenture) is
registered at the close of business on the regular record date for such interest
installment [which shall be the close of business on the business day next
preceding such Interest Payment Date unless otherwise provided for in the
Indenture, except that if this Note is held by the Property Trustee and the
Preferred Securities of the trustee are no longer in book-entry-only form, such
regular record date shall be the close of business on the 15th day next
preceding such interest payment date]. [IF PURSUANT TO THE PROVISIONS OF SECTION
2.11(C) OF THE INDENTURE THE NOTES ARE NO LONGER REPRESENTED BY A GLOBAL NOTE --
which shall be the close of business on the 15th day next preceding such
Interest Payment Date.] Any such interest installment not punctually paid or
duly provided for shall forthwith cease to be payable to the registered holders
on such regular record date, and may be paid to the person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a special record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be
given to the registered holders of this series of Notes not less than 10 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 the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. The principal of
(and premium, if any) and the interest on this Note shall be payable at the
office or agency of the Trustee maintained for that purpose in any coin or
currency of the United States of America which at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the
registered holder at such address as shall appear in the Security Register.
Notwithstanding the foregoing, so long as the Holder of this Note is the
Property Trustee, the payment of the principal of (and premium, if any) and
interest on this Note will be made at such place and to such account as may be
designated by the Property Trustee.
The indebtedness evidenced by this Note is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness, and this Note is issued subject to
the provisions of the Indenture with respect thereto. Each Holder of this Note,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each Holder hereof, by his or her acceptance hereof, hereby
waives all notice of the acceptance of the subordination provisions contained
herein and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such Holder upon
said provisions.
This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.
The provisions of this Note are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.
Dated October 28, 1998
MEDIAONE GROUP FUNDING, INC.
By____________________________
Name:
Title:
SEAL
Attest:
By_________________________
Name:
Title: Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes described in the
within-mentioned Indenture.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Trustee
By________________________
Authorized Signatory
[FORM OF GUARANTEE]
FOR VALUE RECEIVED, MediaOne Group, Inc., a Delaware corporation
(the "Guarantor"), hereby unconditionally guarantees to the holder of the
Security upon which this Guarantee is endorsed the due and punctual payment of
the principal of, sinking fund payment, if any, premium, if any, or interest on
said Security, when and as the same shall become due and payable, whether at
maturity, upon redemption 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, sinking fund payment, if any,
premium, if any, or interest on said Security is due and payable, whether 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, sinking fund payment, if any, premium, if any, 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, upon redemption,
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 Security of said Indenture, the absence of
any action to enforce the same, any waiver or consent by the Holder of said
Security 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 Security 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 Security and in this Guarantee.
The Guarantor shall be subrogated to all rights of the holder of
said Security 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
Securities 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 premium, if any, and interest on all Securities 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 Securities
to the holders of the Securities 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.
The obligations of the Guarantor under this Guarantee are, to the
extent provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness, and this Guarantee is
issued subject to the provisions of the Indenture with respect thereto. Each
Holder of the Security upon which this Guarantee is endorsed, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary
or appropriate to acknowledge or effectuate the subordination so provided and
(c) appoints the Trustee his or her attorney-in-fact for any and all such
purposes. Each Holder of the Security upon which this Guarantee is endorsed, by
his or her acceptance thereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each Holder upon said provisions.
This Guarantee shall not be valid or become obligatory for any
purpose with respect to a Security until the certificate of authentication on
such Security shall have been signed by the Trustee (or the Authentication
Agent).
This Guarantee shall be governed by the laws of the State of New
York.
IN WITNESS WHEREOF, MediaOne Group, Inc. has caused
this Guarantee to be executed.
MediaOne Group, Inc.
[SEAL]
By:_____________________ By:________________________
Name: Name:
Title: Secretary Title:
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of Securities of the
Company (herein sometimes referred to as the "Notes"), specified in the
Indenture, all issued or to be issued in one or more series under and pursuant
to an indenture (the "Base Indenture") dated as of June 12, 1998 among the
Company, MediaOne Group, Inc., a Delaware corporation, as Guarantor (the
"Guarantor") and Norwest Bank Minnesota, National Association, as Trustee (the
"Trustee"), as supplemented by the Third Supplemental Indenture dated as of
October 28, 1998 among the Company, the Guarantor and the Trustee (the Base
Indenture as so supplemented, the "Indenture"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the holders of the Notes. By the terms of the
Indenture, the Notes are issuable in series which may vary as to amount, date of
maturity, rate of interest and in other respects as in the Indenture provided.
This series of Notes is limited in aggregate principal amount as specified in
said Third Supplemental Indenture.
Because of the occurrence and continuation of a Special Event, the
Company shall have the right to redeem this Note at the option of the Company,
without premium or penalty, in whole or in part within 90 days of the occurrence
of such Special Event, at a redemption price (the "Special Event Redemption
Price") equal to 100% of the principal amount of this Note plus any accrued and
unpaid interest thereon to the date of such redemption.
The Company shall have the right to redeem this Note at the option
of the Company, without premium or penalty, in whole or in part, on or after
October 28, 2003 (an "Optional Redemp tion"), at a redemption price (the
"Optional Redemption Price") equal to 100% of the principal amount per Note,
plus, in each case, accrued and unpaid interest thereon to the date of
redemption for the Notes.
Any redemption will be made upon not less than 30 days nor more than
60 days notice before the redemption date, at the redemption price. If the Notes
are only partially redeemed by the Company, the Notes will be redeemed pro rata
or by lot or by any other method utilized by the Trustee; provided that if, at
the time of redemption, the Notes are registered as a Global Note, the
Depositary shall determine the principal amount of such Notes held by each
Noteholder to be redeemed in accordance with its procedures.
In the event of redemption of this Note in part only, a new Note or
Notes of this series for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes 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 consent of the Holders of not less than a majority in
aggregate principal amount of the Notes of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Notes; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Notes of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, without the consent of the Holder
of each Note so affected or (ii) reduce the aforesaid percentage of Notes, the
Holders of which are required to consent to any such supplemental indenture,
without the consent of the Holders of each Note then outstanding and affected
thereby. The Indenture also contains provisions permitting the Holders of a
majority in aggregate principal amount of the Notes of any series at the time
outstanding affected thereby, on behalf of all of the Holders of the Notes of
such series, to waive any past default in the performance of any of the
covenants contained in the Indenture, or established pursuant to the Indenture
with respect to such series, and its consequences, except a default in the
payment of the principal of or premium, if any, or interest on any of the Notes
of such series and except as provided in Section 4.06 of the Base Indenture. Any
such consent or waiver by the registered Holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Note and of any Note issued in
exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any 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, which
is absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.
The Company shall have the right at any time during the term of the
Notes from time to time to extend the interest payment period of such Notes to
up to 20 consecutive quarterly periods (an "Extended Interest Payment Period"),
at the end of which period the Company shall pay all interest then accrued and
unpaid (together with interest thereon at the rate specified for the Notes to
the extent that payment of such interest is enforceable under applicable law).
Before the termination of any such Extended Interest Payment Period, the Company
may further extend such Extended Interest Payment Period, provided that such
Extended Interest Payment Period together with all such further extensions
thereof shall not exceed 20 consecutive quarterly periods. At the termination of
any such Extended Interest Payment Period and upon the payment of all accrued
and unpaid interest and any additional amounts then due, the Company may select
a new Extended Interest Payment Period.
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable by the registered holder hereof on
the Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company in the borough
of Manhattan, the City and State of New York accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company or the Trustee
duly executed by the registered holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes of authorized denominations and for
the same aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such transfer,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this Note,
the Company, the Trustee, any paying agent and any Security Registrar may deem
and treat the registered holder hereof as the absolute owner hereof (whether or
not this Note shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the Security Registrar) for the purpose
of receiving payment of or on account of the principal hereof and premium, if
any, and interest due hereon and for all other purposes, and neither the Company
nor the Trustee nor any paying agent nor any Note Registrar shall be affected by
any notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the issuance hereof,
expressly waived and released.
[The debentures of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof.]
[This Global Note is exchangeable for Notes in definitive form only under
certain limited circumstances set forth in the Indenture. Notes of this series
so issued are issuable only in registered form without coupons in denominations
of $25 and any integral multiple thereof.] As provided in the Indenture and
subject to certain limitations [herein and] therein set forth, Notes of this
series [so issued] are exchangeable for a like aggregate principal amount of
Notes of this series of a different authorized denomination, as requested by the
Holder surrendering the same.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
ARTICLE IX
ORIGINAL ISSUE OF NOTES AND GUARANTEES
SECTION 9.1 Original Issue of Notes and Guarantees
Upon execution of this Third Supplemental Indenture, Notes in
the aggregate principal amount of $515,463,925 (or up to $533,505,175 aggregate
principal amount if the remaining portion of the over-allotment option provided
for in the Purchase Agreement is exercised) may be executed by the Company and
Note Guarantees endorsed thereon executed by the Guarantor. Such Notes and Note
Guarantees endorsed thereon may be delivered to the Trustee for authentication,
and the Trustee shall thereupon authenticate and deliver said Notes to or upon
the written order of the Company, signed by its President or any Vice President
and its Secretary or an Assistant Secretary, without any further action by the
Company.
ARTICLE X
MISCELLANEOUS
SECTION 10.1 Ratification of Indenture
The Indenture, as supplemented by this Third Supplemental
Indenture, is in all respects ratified and confirmed, and this Third
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided. The provisions of this Third
Supplemental
Indenture shall supersede the provisions of the Indenture to the extent the
Indenture is inconsistent herewith.
SECTION 10.2 Trustee Not Responsible for Recitals
The recitals herein contained are made by the Company and not
by the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or sufficiency
of this Third Supplemental Indenture.
SECTION 10.3 Governing Law
This Third Supplemental Indenture and each Note shall be
deemed to be a contract made under the internal laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of said
State.
SECTION 10.4 Separability
In case any one or more of the provisions contained in this
Third Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Third
Supplemental Indenture or of the Notes, but this Third Supplemental Indenture
and the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.
SECTION 10.5 Counterparts
This Third Supplemental Indenture may be executed in any
number of counterparts each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the day and year first above
written.
MEDIAONE GROUP FUNDING, INC.
By: /s/ Rahn K. Porter
--------------------------------------
Name: Rahn K. Porter
Title: Vice President and
Chief Financial Officer
MEDIAONE GROUP, INC.
By: /s/ Constance P. Campbell
--------------------------------------
Name: Constance P. Campbell
Title: Vice President and Treasurer
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee
By: /s/ Jane Y. Schweiger
--------------------------------------
Name: Jane Y. Schweiger
Title: Corporate Trust Officer