REGISTERED PRINCIPAL AMOUNT
No. $
U S WEST CAPITAL FUNDING, INC.
6.85% NOTES DUE JANUARY 15, 2002
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF
PRINCIPAL AND INTEREST BY
U S WEST, INC.
CUSIP 912912 AE 2
Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depositary to a nominee of the Depositary, or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary, or by
the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary. Unless this certificate is presented by an
authorized representative of The Depository Trust Company (55 Water Street,
New York, New York) to the issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name
of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment is made to
Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL, since the registered owner hereof, Cede &
Co., has an interest herein.
U S WEST Capital Funding, Inc., a corporation duly organized and existing
under the laws of the State of Colorado (herein called the "Company") for value
received hereby promises to pay Cede & Co., or registered assigns, the principal
sum of
$ ( Dollars)
on January 15, 2002, by wire transfer of immediately available funds in such
coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts and to pay
interest semiannually on each January 15 and July 15, commencing July 15,
1997, on said principal sum at the rate per annum specified in the title of
this Note, in the same manner, in like coin or currency, from the fifteenth
day of January or July, as the case may be, to which interest on this Note
has been paid preceding the date hereof (unless the date hereof is a January 15
or July 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 January 22, 1997) until payment of said principal sum has
been made or duly provided for. Notwithstanding the foregoing, unless this
Note shall be authenticated at a time when there is an existing default in
the payment of interest on the Notes, if the date hereof is between January 1
and the immediately
following January 15 or is between July 1 and the immediately following July 15,
this Note shall bear interest from such January 15 or July 15; provided,
however, that if the Company shall default in the payment of interest due on
such January 15 or July 15, then this Note shall bear interest from the next
preceding date to which interest has been paid or, if no interest has been paid
on this Note, from January 22, 1997. The interest so payable on any January 15
or July 15 will, subject to certain exceptions provided in the Indenture
referred to herein, be paid to the person in whose name this Note shall be
registered at the close of business on the January 1 prior to such January 15 or
the July 1 prior to such July 15 unless such January 15 or July 15 shall be a
Legal Holiday (as defined in said Indenture), in which event the next preceding
day that is not a Legal Holiday. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
This Note is one of the duly authorized issue of Notes of the Company,
designated as set forth herein (the "Notes"), limited to the aggregate principal
amount of $600,000,000, all issued or to be issued under and pursuant to 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"), duly executed and delivered by the Company and U S WEST, Inc. (the
"Guarantor") to First National Bank of Santa Fe (formerly Banquest/First
National Bank of Santa Fe), as Trustee (herein referred to as the "Trustee"), to
which Indenture and all Indentures supplemental thereto reference is hereby made
for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Trustee, the Company, the Guarantor and the Holders
(the words "Holders" or "Holder" meaning the registered holders or registered
holder of the Notes).
In case an Event of Default shall occur and be continuing, the principal
hereof may be declared, and upon such declaration shall become due and payable,
in the manner, with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the Company, the Guarantor and
the Trustee, with the written consent of the Holders of a majority in principal
amount of the outstanding Securities of each series affected by a supplemental
indenture (with each series voting as a class), to enter into a supplemental
indenture to add any provisions to or to change or eliminate any provisions of
the Indenture or of any supplemental indenture or to modify, in each case in any
manner not covered by provisions in the Indenture relating to amendments and
waivers without the consent of Holders, the rights of the Holders of each such
series. The Holders of a majority in principal amount of the outstanding
Securities of each series affected by such waiver (with each series voting as a
class), by notice to the Trustee, may waive compliance by the Company or the
Guarantor with any provision of the Indenture, any supplemental indenture or the
Securities of any such series, except a Default in payment of the principal of
or interest on any Security. However, without the consent of each Holder
affected, an amendment or waiver may not: (1) reduce the amount of Securities
whose Holders must consent to an
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amendment or waiver; (2) change the rate of or change the time for payment of
interest on any Security; (3) change the principal of or change the fixed
maturity of any Security; (4) waive a Default in the payment of the principal of
or interest on any Security; (5) make any Security payable in money other than
that stated in the Security; or (6) make any change in the provisions of the
Indenture: (i) with respect to the right of the Holders of a majority in
principal amount of any series of Securities, by notice to the Trustee, to waive
an existing Default with respect to that series and its consequences; (ii) with
respect to the right of any Holder of a Security to receive payment of principal
of and interest on the Security, on or after the respective due dates expressed
in the Security, the right of any Holder of a coupon to receive payment of
interest due as provided in such coupon, or the right to bring suit for
enforcement of any such payments on or after their respective dates; and (iii)
described in this sentence.
This Note is not redeemable by the Company prior to maturity and is not
subject to any sinking fund.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate, and in the coin or currency
herein prescribed.
No director, officer, employee or stockholder, as such, of the Company or
the Guarantor shall have any liability for any obligations of the Company under
this Note or the Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation. Each Holder, by accepting this Note,
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of this Note and the Guarantee endorsed hereon.
The laws of the State of New York shall govern the Indenture and this Note.
Ownership of Notes shall be proved by the register for the Notes kept by
the Registrar. The Company, the Guarantor, the Trustee and any agent of the
Company may treat the person in whose name a Note is registered as the absolute
owner thereof for all purposes.
Terms used herein without definition that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication hereon has been executed by the
Trustee under the Indenture referred to herein by the manual signature of one of
its authorized officers, or on behalf of the Trustee by the manual signature of
an authorized officer of the Trustee's authenticating agent, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
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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: January 22, 1997
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
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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 of and interest on
said Note, when and as the same shall become due and payable, whether at
maturity or otherwise, according to the terms thereof and of the Indenture
referred to therein.
The Guarantor agrees to determine, at least one business day prior to the
date upon which a payment of principal of or interest on said Note is due and
payable, whether U S WEST Capital Funding, Inc. (the "Company") has available
the funds to make such payment as the same shall become due and payable. In
case of the failure of the Company punctually to pay any such principal or
interest, the Guarantor hereby agrees to cause any such payment to be made
punctually when and as the same shall become due and payable, whether at
maturity or otherwise, and as if such payment were made by the Company.
The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrevocable and absolute, irrespective of the validity,
regularity, or enforceability of said Note or said Indenture, the absence of any
action to enforce the same, any waiver or consent by the holder of said Note
with respect to any provisions thereof, the recovery of any judgment against the
Company or any action to enforce the same, or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
The Guarantor hereby waives diligence, presentment, demand or payment, filing of
claims with a court in the event of merger or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to said Note or indebtedness evidenced thereby and all demands
whatsoever and covenants that this Guarantee will not be discharged except by
complete performance of the obligations contained in said Note and in this
Guarantee.
The Guarantor shall be subrogated to all rights of the holder of said Note
against the Company in respect of any amounts paid by the Guarantor pursuant to
the provisions of this Guarantee; provided, however, that the Guarantor shall
not, without the consent of the holders of all of the Notes then outstanding, be
entitled to enforce or to receive any payments arising out of, or based upon,
such right of subrogation until the principal of and interest on all Notes of
the Company known as "6.85% Notes due January 15, 2002" shall have been paid in
full or payment thereof shall have been provided for in accordance with said
Indenture.
Notwithstanding anything to the contrary contained herein, if following any
payment of principal or interest by the Company on the Notes to the holders of
the Notes, it is determined by a final decision of a court of competent
jurisdiction that such payment shall be avoided by a
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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
signed in its corporate name by the signature of two of its officers thereunto
duly authorized and has caused its corporate seal to be affixed hereunto.
U S WEST, Inc.
By: ______________________________
James T. Anderson
Vice President and Treasurer
(SEAL)
By: ______________________________
Stephen E. Brilz
Assistant Secretary
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto ___________________________________
Please insert social security number or other identifying number of
assignee:
________________________________
Please print or type name and address (including zip code) of
assignee:
________________________________
________________________________
________________________________
________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________ attorney to transfer said Note of U S WEST
Capital Funding, Inc. on the books of the Company, with full power of
substitution in the premises.
________________________________
Dated: ____________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of this Note in every particular without alteration or
enlargement or any change whatsoever.
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