EXHIBIT 4b
REGISTERED PRINCIPAL AMOUNT
$50,000,000
U S WEST COMMUNICATIONS, INC.
7 1/4% DEBENTURES DUE 2025
CUSIP 912920AK1-EC
Unless and until it is exchanged in whole or in part for Debentures in
definitive form, this Debenture may not be transferred except as a
whole by the Depositary to a nominee of the Depositary, or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary, or by the Depositary or any such nominee to a successor
Depositary or a nominee of such Depositary. Unless this certificate
is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) to the issuer or its
agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of The
Depository Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL, since the registered owner hereof, Cede & Co.,
has an interest herein.
U S WEST Communications, Inc., a corporation duly organized and existing
under the laws of the State of Colorado (herein called the "Company") for value
received hereby promises to pay Cede & Co. or registered assigns, the principal
sum of
$50,000,000 (Fifty Million Dollars)
on September 15, 2025, by wire transfer of immediately available funds in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts and to pay interest
semiannually on March 15 and September 15 on said principal sum at the rate per
annum specified in the title of this Debenture, in the same manner, in like coin
or currency, from the fifteenth day of March or September, as the case may be,
to which interest on the Debentures has been paid preceding the date hereof
(unless the date hereof is a March 15 or September 15 to which interest has been
paid, in which case from the date hereof, or unless the date hereof is prior to
the first payment of interest, in which case from September 15, 1995) until
payment of said principal sum has been made or duly provided for.
Notwithstanding the foregoing, unless this Debenture shall be authenticated at a
time when there is an existing default in the payment of interest on the
Debentures, if the date hereof is between March 1 and the immediately following
March 15 or is between September 1 and the immediately following September 15,
this Debenture shall bear interest from such March 15 or September 15; provided,
however, that if the Company shall default in the payment of interest due on
such March 15 or September 15, then this Debenture shall bear interest from the
next preceding date to which interest has been paid or, if no interest has been
paid on the Debenture, from September 15, 1995. The interest so payable on any
March 15 or September 15 will,
subject to certain exceptions provided in the Indenture referred to herein, be
paid to the person in whose name this Debenture shall be registered at the close
of business on March 1 prior to such March 15 or September 1 prior to such
September 15 unless such March 1 or September 1 shall be a Legal Holiday (as
defined in said Indenture), in which event the next preceding day that is not a
Legal Holiday. Interest will be computed on the basis of a year of twelve 30-
day months.
This Debenture is one of the duly authorized issue of Debentures of the
Company, designated as set forth herein (the "Debentures"), limited to the
aggregate principal amount of $250,000,000, all issued or to be issued under and
pursuant to an Indenture dated as of April 15, 1990, supplemented as of April
16, 1991, and amended by the Trust Indenture Reform Act of 1990 (as supplemented
and amended, herein referred to as the "Indenture"), duly executed and delivered
by the Company to The First National Bank of Chicago, as Trustee (herein
referred to as the "Trustee"), to which Indenture and all Indentures
supplemental thereto reference is hereby made for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the Holders (the words "Holders" or "Holder" meaning
the registered holders or registered holder of the Debentures).
In case an Event of Default shall occur and be continuing, the principal
hereof may be declared, and upon such declaration shall become due and payable,
in the manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the Company and the Trustee,
with the written consent of the Holders of a majority in principal amount of the
outstanding Securities of each series affected by a supplemental indenture (with
each series voting as a class), to enter into a supplemental indenture to add
any provisions to or to change or eliminate any provisions of the Indenture or
of any supplemental indenture or to modify, in each case in any manner not
covered by provisions in the Indenture relating to amendments and waivers
without the consent of Holders, the rights of the Holders of each such series.
The Holders of a majority in principal amount of the outstanding Securities of
each series affected by such waiver (with each series voting as a class), by
notice to the Trustee, may waive compliance by the Company with any provision of
the Indenture, any supplemental indenture or the Securities of any such series,
except a Default in payment of the principal of or interest on any Security.
However, without the consent of each Holder affected, an amendment or waiver may
not: (1) reduce the amount of Securities whose Holders must consent to an
amendment or waiver; (2) change the rate of or change the time for payment of
interest on any Security; (3) change the principal of or change the fixed
maturity of any Security; (4) waive a Default in the payment of the principal of
or interest on any Security; (5) make any Security payable in money other than
that stated in the Security; or (6) make any change in the provisions of the
Indenture: (i) with respect to the right of the Holders of a majority in
principal amount of any series of Securities, by notice to the Trustee, to waive
an existing Default with respect to that series and its consequences; (ii) with
respect to the right of any Holder of a Security to receive payment of principal
of and interest on the Security, on or after the respective due dates expressed
in the Security, the right of any Holder of a coupon to receive payment of
interest due as provided in such coupon, or the right to bring suit for
enforcement of any such payments on or after their respective dates; and (iii)
described in this sentence.
The Debentures are not redeemable prior to maturity.
No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Debenture at the place, at the respective times, at the rate, and in the coin or
currency herein prescribed.
No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under this Debenture
or the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder, by accepting this Debenture, waives
and releases all such liability. The waiver and release are part of the
consideration for the issue of this Debenture.
The laws of the State of New York shall govern the Indenture and this
Debenture.
Ownership of Debentures shall be proved by the register for the Debentures
kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the person in whose name a Debenture is registered as the absolute
owner thereof for all purposes.
Terms used herein without definition that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication hereon has been executed by the
Trustee under the Indenture referred to herein by the manual signature of one of
its authorized officers, this Debenture shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or by facsimile, and its corporate seal or a facsimile of its
corporate seal to be imprinted hereon.
Dated: September 15, 1995
U S WEST Communications, Inc.
By:_____________________________
John W. Putnam
Vice President and Controller
(SEAL)
By:_____________________________
Charles J. Burdick
Assistant Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein, issued under
the Indenture described herein.
THE FIRST NATIONAL BANK OF CHICAGO
By:_________________________________
Authorized Officer
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
__________________________________________
Please insert social security number or other identifying number of
assignee:
_______________________________
Please print or type name and address (including zip code) of
assignee:
___________________________________
___________________________________
___________________________________
___________________________________
the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing _______________________ attorney to transfer said Debenture of U
S WEST Communications, Inc. on the books of the Company, with full power of
substitution in the premises.
___________________________________
Dated:_____________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of this Debenture in every particular without alteration
or enlargement or any change whatever.