REGISTERED PRINCIPAL AMOUNT
No. $
U S WEST CAPITAL FUNDING, INC.
6.95% DEBENTURES DUE JANUARY 15, 2037
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF
PRINCIPAL AND INTEREST BY
U S WEST, INC.
CUSIP 912912 AH 5
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 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, 2037, 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 on July 15,
1997, 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 January or July, as the case may be, to which interest on
this Debenture 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 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 January 1 and
the immediately following January 15 or is between July 1 and the immediately
following July 15, this Debenture 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 Debenture shall bear
interest from the next preceding date to which interest has been paid or, if no
interest has been paid on this Debenture, 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 Debenture 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 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 $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
US 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 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, 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
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or waiver may not: (1) reduce the amount of Securities whose Holders must
consent to an amendment or waiver; (2) change the rate of or change the time for
payment of interest on any Security; (3) change the principal of or change the
fixed maturity of any Security; (4) waive a Default in the payment of the
principal of or interest on any Security; (5) make any Security payable in money
other than that stated in the Security; or (6) make any change in the provisions
of the Indenture: (i) with respect to the right of the Holders of a majority in
principal amount of any series of Securities, by notice to the Trustee, to waive
an existing Default with respect to that series and its consequences; (ii) with
respect to the right of any Holder of a Security to receive payment of principal
of and interest on the Security, on or after the respective due dates expressed
in the Security, the right of any Holder of a coupon to receive payment of
interest due as provided in such coupon, or the right to bring suit for
enforcement of any such payments on or after their respective dates; and (iii)
described in this sentence.
This Debenture is not redeemable by the Company prior to maturity and is
not subject to any sinking fund.
This Debenture is repayable, in whole or in part, at the option of the
Holder hereof, on January 15, 2004, at a price equal to 100% of the principal
amount hereof to be repaid plus all accrued interest hereon to January 15,
2004. In order to exercise this option, the Holder hereof must deliver to
the Paying Agent, at its corporate trust office in the Borough of Manhattan
in The City of New York, during the period beginning on November 15, 2003 and
ending at 5:00 p.m. (New York City time) on December 15, 2003 (or, if
December 15, 2003 is not a Business Day, the next succeeding Business Day),
this Debenture, together with a duly signed and completed notice of election
to have this Debenture, or such portion hereof as to which an election to
exercise the repayment option is being made, repaid by the Company. Once
made, an election to exercise the repayment option by a Holder hereof will be
irrevocable. The repayment option may be exercised with respect to less than
the entire principal amount hereof, so long as the principal amount that is
to be repaid is equal to $1,000 or an integral multiple of $1,000. All
questions as to the validity, form, eligibility (including time of receipt)
and acceptance of this Debenture for repayment will be determined by the
Company, whose determination will be final and binding.
No reference herein to the Indenture and no provision of this 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 or
the Guarantor 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
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release are part of the consideration for the issue of this Debenture and
the Guarantee endorsed hereon.
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 Guarantor, 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, or on behalf of the Trustee by the manual signature of
an authorized officer of the Trustee's authenticating agent, this Debenture
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 Debenture upon which this
Guarantee is endorsed the due and punctual payment of the principal of and
interest on said Debenture, 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 Debenture 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 Debenture or said Indenture, the absence
of any action to enforce the same, any waiver or consent by the holder of said
Debenture 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 Debenture 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
Debenture and in this Guarantee.
The Guarantor shall be subrogated to all rights of the holder of said
Debenture 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 Debentures
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 Debentures of the Company known as "6.95% Debentures due January 15,
2037" 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 Debentures to the holders
of the Debentures, it is
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determined by a final decision of a court of competent jurisdiction that such
payment shall be avoided by a trustee in bankruptcy (including any
debtor-in-possession) as a preference under 11 U.S.C. Section 547 and such
payment is paid by such holder to such trustee in bankruptcy, then and to the
extent of such repayment the obligations of the Guarantor hereunder shall remain
in full force and effect.
This Guarantee shall not be valid or become obligatory for any purpose with
respect to a Debenture until the certificate of authentication of such Debenture
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
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Please insert social security number or other identifying number of
assignee:
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Please print or type name and address (including zip code) of
assignee:
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the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing _____________________ attorney to transfer said Debenture of U S
WEST Capital Funding, Inc. on the books of the Company, with full power of
substitution in the premises.
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Dated:
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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 whatsoever.
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NOTICE OF ELECTION
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Debenture (or portion hereof specified below) pursuant
to its terms at a price equal to 100% of the principal amount to be repaid,
together with unpaid interest accrued hereon to January 15, 2004, to the
undersigned, at ______________________________ (Please print or typewriter
name and address of the undersigned).
For this Debenture to be repaid, the Paying Agent must receive at its
corporate trust office, during the period beginning on November 15, 2003 and
ending at 5:00 p.m. (New York City time) on December 15, 2003 (or, if
December 15, 2003 is not a Business Day, the next succeeding Business Day),
this Debenture with this "Notice of Election" form duly completed.
If less than the entire principal amount of this Debenture is to be
repaid, specify the portion hereof (which shall be increments of $1,000)
which the Holder elects to have repaid and specify the denomination or
denominations (which shall be in increments of $1,000 or any amount in excess
thereof which is an integral multiple of $1,000) of the Debenture to be
issued to the Holder for the portion of this Debenture not being repaid (in
the absence of any such specification, one such Note will be issued for the
portion not being repaid).
Principal Amount to be Repaid:
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Date:
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Notice: The signature on this Notice of Election must correspond with the
names as written upon the face of this Debenture in every particular without
alteration or enlargement or any change whatsoever.
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