U S WEST CAPITAL FUNDING, INC.
DEBT SECURITIES
UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,
AND INTEREST BY
U S WEST, INC.
UNDERWRITING AGREEMENT
June 24, 1998
To the Underwriters Named in Schedule II hereto
c/o of the Underwriters Named in Schedule II hereto
the Representatives Named in Schedule I hereto
Dear Sirs:
1. INTRODUCTORY. U S WEST Capital Funding, Inc., a Colorado
corporation (the "Company"), proposes to issue and sell from time to time
certain of its debt securities registered under the registration statement
referred to in Section 2(a) (the "Debt Securities"). The Debt Securities
will be unconditionally guaranteed as to payment of principal, premium, if
any, and interest by U S WEST, Inc., a Delaware corporation (the
"Guarantor"), and will be issued under an Indenture dated as of June 29,
1998, as amended by the Trust Indenture Reform Act of 1990 (as amended, the
"Indenture"), among the Company, the Guarantor and The First National Bank of
Chicago, as trustee (the "Trustee"), in one or more series which series may
vary as to interest rates, maturities, redemption provisions and selling
prices and any other variable terms permitted by the Indenture, with all such
terms for any particular series being determined at the time of sale. The
Company proposes to sell to the Underwriters (as hereinafter defined) one or
more series of Debt Securities, each of the designation, with the terms and
in the aggregate principal amount specified in Schedule I hereto (the
"Securities"). Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell
to each Underwriter, severally and not jointly, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, at the purchase
price and on the other terms set forth in Schedule I hereto, the principal
amount of the Securities set forth opposite its name in Schedule II hereto
(plus any additional principal amount of Securities which such Underwriter
may become obligated to purchase pursuant to the provisions of Section 12
hereof).
If there shall be two or more persons, firms or corporations named as
underwriters in Schedule II hereto, the term "Underwriters" as used herein
shall be deemed to mean the several persons, firms or corporations so named
(including the Representatives hereinafter mentioned, if so named, and any
Underwriters substituted pursuant to Section 12), and the term
"Representatives" as so used herein shall be deemed to mean the
representative or representatives named in Schedule I hereto. If there shall
only be one person, firm or corporation named in Schedule II hereto, the term
"Underwriters" and the term "Representatives" as used herein shall mean such
person, firm or corporation.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GUARANTOR.
The Company and the Guarantor represent and warrant to, and agree with, the
several Underwriters that as of the date hereof and as of the applicable
Delivery Date (as defined below) (each referred to as a "Representation
Date"):
(a) The Company and the Guarantor have filed with the Securities and
Exchange Commission (the "Commission") a joint registration statement (Nos.
333-51907 and 333-51907-01) relating to the Debt Securities and the
guarantees thereof of the Guarantor (the "Guarantees") and the offering
thereof from time to time in accordance with Rule 415 under the Securities
Act of 1933, as amended (the "1933 Act"), and have filed such amendments
thereto as may have been required to the date hereof. Such registration
statement (as so amended) has been declared effective by the Commission.
Such registration statement, as amended to the date hereof, including the
exhibits thereto, schedules thereto, if any, and the documents incorporated
by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, is
hereinafter referred to as the "Registration Statement", and the prospectus
constituting a part of such Registration Statement, as amended and as
supplemented as contemplated by Section 4 to reflect the terms of the
Securities and the terms of the offering thereof, including the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the
1933 Act, is hereinafter referred to as the "Prospectus". A "preliminary
prospectus" shall be deemed to refer to any prospectus or prospectus
supplement that omitted information to be included upon pricing in a form of
prospectus or prospectus supplement filed with the Commission pursuant to
Rule 424(b) under the 1933 Act, that was used after the Registration
Statement became effective and prior to the date of this Agreement. For
purposes of this Agreement, all references to the Registration Statement, any
preliminary prospectus or the Prospectus or any amendment or supplement to
the foregoing shall be deemed to include the copy filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval system
("EDGAR").
All references in this Agreement to financial statements and schedules
and other information which is "contained," "included" or "stated" in the
Registration Statement, any preliminary prospectus or the Prospectus (or
other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is
incorporated by reference in the Registration Statement, any preliminary
prospectus or the Prospectus, as the case may be; and all references in this
Agreement to amendments or supplements to the Registration Statement, any
preliminary prospectus or the Prospectus shall be deemed to mean and include
the filing of any document under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), which is incorporated by reference in the
Registration Statement, such preliminary prospectus or the Prospectus, as the
case may be.
(b) At the respective times the Registration Statement and any
post-effective amendments thereto became effective and, if an annual report
on Form 10-K has been filed by the Guarantor with the Commission subsequent
to effectiveness of the Registration Statement or any such post-effective
amendment, then at the time of the most recent such filing, the Registration
Statement and any post-effective amendments thereto conformed in all material
respects to the requirements of the 1933 Act, the Trust Indenture Act of
1939, as amended (the "1939 Act"), and the rules and regulations of the
Commission (the "Rules and Regulations") and did not contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not misleading,
and on each
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Representation Date, the Registration Statement, any post-effective amendment
thereto and the Prospectus conforms or will conform in all material respects
to the requirements of the 1933 Act, the 1939 Act and the Rules and
Regulations and (i) the Registration Statement, as amended as of any such
time, does not or will not include any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading and (ii) the Prospectus, as
supplemented as of any such time, does not or will not include any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except that the foregoing does not
apply to statements in or omissions from any such documents based upon
written information furnished to the Company or the Guarantor by any
Underwriter, or on behalf of any Underwriter by the Representatives,
specifically for use therein or based upon the Statement of Eligibility of
the Trustee under the Indenture or to statements in or omissions from such
Statement of Eligibility.
Each preliminary prospectus and prospectus filed as part of the
Registration Statement as originally filed or as part of an amendment
thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
filed in all material respects with the Rules and Regulations and each
preliminary prospectus and the Prospectus delivered to the Underwriters for
use in connection with the offering of the Securities was, at the time of
such delivery, identical to any electronically transmitted copies thereof
filed with the Commission pursuant to EDGAR, except to the extent permitted
by Regulation S-T.
(c) The documents incorporated or deemed to be incorporated by
reference in the Registration Statement and the Prospectus, when they became
effective or at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with the
requirements of the 1933 Act and the 1934 Act and the Rules and Regulations,
as applicable, and, when read together with the other information in the
Prospectus, at the time the Registration Statement became effective, at the
time the Prospectus was issued and at each Representation Date, did not and
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading.
(d) The financial statements of the Guarantor included in the
Registration Statement and the Prospectus, together with the related
schedules and notes, present fairly the financial position of the Guarantor
and its consolidated subsidiaries at the dates indicated and the statement of
operations, shareowners' equity and cash flows of the Guarantor and its
consolidated subsidiaries for the periods specified; said financial
statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis throughout the periods
involved.
(e) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, except as otherwise stated
therein, (A) there has been no material adverse change in the financial
condition or results of operations of the Company or of the Guarantor and its
subsidiaries, taken as a whole, (a "Material Adverse Effect"), (B) there have
been no transactions entered into by the Company or by the Guarantor or any
of its subsidiaries, other than those in the ordinary course of business,
which are material with respect to the Company or the Guarantor and its
subsidiaries, taken as a whole, and (C) there has been no
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dividend or distribution of any kind declared, paid or made by the Company or
the Guarantor on any class of its capital stock, except for regular quarterly
dividends on the Guarantor's common stock, par value $.01 per share, in
amounts that are consistent with past practice and, prior to the Separation
referred to therein, regular dividends on the Guarantor's preferred stock.
(f) This Agreement has been duly authorized, executed and delivered by
each of the Company and the Guarantor.
(g) The Indenture has been duly authorized, executed and delivered by
each of the Company and the Guarantor and (assuming the due authorization,
execution and delivery by the Trustee) constitutes the legal, valid and
binding agreement of the Company and the Guarantor enforceable against each
of them in accordance with its terms, except as the enforcement thereof may
be limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or similar laws
affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law); and
the Indenture has been duly qualified under the 1939 Act.
(h) The Securities have been duly authorized and, at the Delivery Date,
will have been duly executed by the Company and, when authenticated, issued
and delivered in the manner provided for in the Indenture and delivered
against payment of the purchase price therefor as provided in this Agreement,
will constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency (including,
without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting enforcement of
creditors' rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is considered
in a proceeding in equity or at law), and will be in the form contemplated
by, and entitled to the benefits of, the Indenture.
(i) The Guarantees have been duly authorized and, at the Delivery Date,
will have been duly executed by the Guarantor and, when issued and delivered
in the manner provided for in the Indenture, will constitute legal, valid and
binding obligations of the Guarantor, enforceable against the Guarantor in
accordance with their terms, except as the enforcement thereof may be limited
by bankruptcy, insolvency (including, without limitation, all laws relating
to fraudulent transfers), reorganization, moratorium or similar laws
affecting enforcement of creditors' rights generally and except as
enforcement thereof is subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
will be in the form contemplated by, and entitled to the benefits of, the
Indenture.
(j) The Securities, the Guarantees and the Indenture will conform in
all material respects to the respective statements relating thereto contained
in the Prospectus and will be in substantially the respective forms filed or
incorporated by reference, as the case may be, as exhibits to the
Registration Statement.
(k) The execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein (including, without
limitation, the issuance and sale of the Securities and the Guarantees) and
compliance by the Company and the Guarantor with their
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respective obligations hereunder have been duly authorized by all necessary
corporate action and do not and will not, whether with or without the giving
of notice or passage of time or both, conflict with or constitute a breach
of, or default or Repayment Event (as defined below) under, or result in the
creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company, the Guarantor or any subsidiary of the Guarantor
pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or other agreement or instrument to which the Company,
the Guarantor or any subsidiary of the Guarantor is a party or by which it or
any of them may be bound, or to which any of the property or assets of the
Company, the Guarantor or any subsidiary of the Guarantor is subject
(collectively, "Agreements and Instruments") (except for such conflicts,
breaches or defaults or liens, charges or encumbrances that would not result
in a Material Adverse Effect), nor will such action result in any violation
of the provisions of the charter or bylaws of the Company, the Guarantor or
any subsidiary of the Guarantor or, to the best knowledge of the Company and
the Guarantor, any applicable law, statute, rule, regulation, judgment,
order, writ or decree of any government, government instrumentality or court,
domestic or foreign, having jurisdiction over the Company, the Guarantor or
any subsidiary the Guarantor or any of their assets, properties or
operations. As used herein, a "Repayment Event" means any event or condition
which gives the holder of any note, debenture or other evidence of
indebtedness of the Company, the Guarantor or any subsidiary of the Guarantor
(or any person acting on such holder's behalf) the right to require the
repurchase, redemption or repayment of all or a portion of such indebtedness
by the Company, the Guarantor or any subsidiary of the Guarantor.
(l) Except as disclosed in the Registration Statement, there is not
pending or threatened any action, suit, proceeding, inquiry or investigation
to which the Company, the Guarantor or any subsidiary of the Guarantor is a
party or to which the assets, properties or operations of the Company, the
Guarantor or any subsidiary of the Guarantor is subject, before or by any
court or governmental agency or body, domestic or foreign, which might
reasonably be expected to result in a Material Adverse Effect or which might
reasonably be expected to materially and adversely affect the assets,
properties or operations of the Company, the Guarantor or any subsidiary of
the Guarantor or the consummation of the transactions contemplated by this
Agreement or the Indenture or the performance by the Company or the Guarantor
of their respective obligations thereunder.
(m) The Guarantor and its subsidiaries possess such permits, licenses,
approvals, consents and other authorizations (collectively, "Governmental
Licenses") issued by the appropriate federal, state, local or foreign
regulatory agencies or bodies necessary to conduct the business now operated
by them; the Guarantor and its subsidiaries are in compliance with the terms
and conditions of all such Governmental Licenses, except where the failure so
to comply would not, singly or in the aggregate, have a Material Adverse
Effect; all of the Governmental Licenses are valid and in full force and
effect, except when the invalidity of such Governmental Licenses or the
failure of such Governmental Licenses to be in full force and effect would
not have a Material Adverse Effect; and neither the Guarantor nor any of its
subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such Governmental Licenses which, singly or
in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would result in a Material Adverse Effect.
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3. PURCHASE AND OFFERING. Delivery of and payment for the Securities
shall be made at such address, date and time as may be specified in Schedule
I hereto. Such date and time are sometimes referred to herein as the
"Delivery Date". On the Delivery Date, the Company shall deliver the
Securities to the Representatives for the account of each Underwriter against
payment to or upon the order of the Company of the purchase price by wire
transfer of immediately available funds. Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a
further condition of the obligation of each Underwriter hereunder. Upon
delivery, the Securities shall be in registered form and in such authorized
denominations and registered in such names as the Representatives shall
request in writing not less than one full business day prior to the Delivery
Date. For the purpose of expediting the checking and packaging of the
Securities, the Company shall make the Securities available for inspection by
the Representatives in New York, New York, not later than 2:00 P.M., local
time, on the business day prior to the Delivery Date.
Schedule I may set forth additional conditions concerning the purchase
or offering of the Securities, if any.
4. COVENANTS OF THE COMPANY AND THE GUARANTOR. The Company and the
Guarantor covenant and agree with the several Underwriters that they will
furnish such firm which shall be acting as counsel for the Underwriters
("Underwriters' Counsel"), one signed copy of the Registration Statement,
including all exhibits, relating to the Debt Securities and the Guarantees in
the form in which it became effective and of all amendments thereto and will
furnish to the Representatives copies of the Registration Statement,
including all exhibits and amendments thereto, and that, in connection with
each offering of Securities:
(a) The Company and the Guarantor will promptly prepare a supplement to
the Prospectus to reflect the terms of the Securities and the terms of the
offering thereof and will advise the Representatives promptly of any other
amendment or supplementation of the Registration Statement or the Prospectus
and will not effect any amendment or supplementation without the consent of
the Representatives, which consent shall not be unreasonably withheld; the
Company and the Guarantor will also advise the Representatives of any request
made by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the Prospectus or for additional information with
respect thereto and of the institution by the Commission of any stop order
proceedings in respect of the Registration Statement, and will use their best
efforts to prevent the issuance of any such stop order and to obtain as soon
as possible its lifting, if issued. The Company will not file any document
pursuant to the 1934 Act, which is deemed to be incorporated by reference in
the Prospectus unless Underwriters' Counsel shall have been previously
advised thereof.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the 1933 Act, any event occurs as a result of
which the Prospectus as then amended or supplemented would include an untrue
statement of a material fact, or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading, or if it is necessary at any time to amend or
supplement the Registration Statement or the Prospectus to comply with the
1933 Act or the Rules and Regulations, the Company and the Guarantor promptly
will prepare and file with the
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Commission an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance.
(c) The Guarantor and, to the extent separately required pursuant to
Rule 158 under the 1933 Act, the Company will make generally available to its
security holders as soon as practicable, but not later than 90 days after the
close of the period covered thereby, earnings statements (in form complying
with the provisions of Rule 158) covering a twelve-month period beginning not
later than the first day of the fiscal quarter of the Guarantor and the
Company next following the effective date of the Registration Statement (as
defined in Rule 158) with respect to each sale of Securities.
(d) The Company and the Guarantor will furnish to the Representatives
copies of each preliminary prospectus, the Prospectus and all amendments and
supplements to such documents, in each case as soon as available and in such
quantities as are reasonably requested.
(e) The Company and the Guarantor will use their best efforts to
arrange for the qualification of the Securities for sale and the
determination of their eligibility for investment under the laws of such
jurisdictions as the Representatives designate and will continue such
qualifications in effect so long as required for the distribution.
(f) During the period of five years after the effective date of the
Registration Statement, the Guarantor will furnish to the Representatives
and, upon request, to each of the other Underwriters, as soon as practicable
after the end of each fiscal year, a copy of its annual report to
shareholders for such year, and the Guarantor will furnish to the
Representatives and to Underwriters' Counsel, (i) as soon as available, a
copy of each report of the Guarantor filed with the Commission under the 1934
Act or mailed to stockholders, and (ii) from time to time, such other
information concerning the Guarantor or the Company as the Representatives
may reasonably request.
(g) The Company and the Guarantor will pay all expenses incident to the
performance of their obligations under this Agreement, including (i) expenses
and fees incurred in connection with the preparation and filing of the
Registration Statement (including the financial statements and exhibits) as
originally filed and of each amendment thereto, (ii) the fees and
disbursements of the Company's and the Guarantor's counsel, accountants and
other advisors and agents, as well as the fees and disbursements of the
Trustee and its counsel, (iii) any expenses (including fees and disbursements
of counsel) incurred in connection with qualifications of the Securities for
sale and determination of their eligibility for investment under the laws of
such jurisdictions as the Representatives designate and the printing of
memoranda relating thereto, (iv) any fees charged by investment rating
agencies for the rating of the Securities, (v) all expenses incurred in
printing and delivering to the Underwriters copies of the Registration
Statement and any amendments thereto, and of each preliminary prospectus, the
Prospectus and any amendments or supplements thereto, and (vi) the fees and
expenses, if any, incurred in connection with the listing of the Securities
on the New York Stock Exchange or any other national securities exchange.
(h) During a period of 30 days from the date of this Agreement, neither
the Company nor the Guarantor will, without the prior consent of Merrill
Lynch, Pierce, Fenner & Smith
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Incorporated, directly or indirectly, sell, offer to sell, grant any option
for the sale of, or otherwise dispose of, any of its senior debt securities
having a maturity of more than one year.
5. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS. The obligations
of the several Underwriters to purchase and pay for the Securities will be
subject to the accuracy of the representations and warranties on the part of
the Company and the Guarantor contained herein, to the accuracy of the
statements of the officers of the Company and the Guarantor made pursuant to
the provisions hereof, to the performance by the Company and the Guarantor of
their obligations hereunder and to the following additional conditions
precedent:
(a) On the date of this Agreement and on the Delivery Date, the
Representatives shall have received executed copies of letters of Coopers &
Lybrand L.L.P., and Arthur Andersen LLP, addressed to the Company, the
Guarantor and the Representatives, substantially in the forms previously
approved by the Representatives.
(b) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been instituted or, to the knowledge of the Company, the Guarantor or
any Underwriter, shall be contemplated by the Commission.
(c) The Representatives shall have received an opinion or opinions,
dated the Delivery Date, of Weil, Gotshal & Manges LLP, counsel for the
Company and the Guarantor, to the effect that:
(i) The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Colorado and has all
requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now being conducted.
(ii) The Guarantor is a corporation duly incorporated, validly
existing and in good standing under the laws of the state of its
incorporation and has all requisite corporate power and authority to
own, lease and operate its properties and to carry on its business as
now being conducted.
(iii) The execution, delivery and performance of the Indenture by
the Company and the Guarantor have been duly authorized by all necessary
corporate action on the part of the Company and the Guarantor. The
Indenture has been duly and validly executed and delivered by the
Company and the Guarantor and (assuming the due authorization, execution
and delivery thereof by the Trustee), constitutes the legal, valid and
binding agreement of the Company and the Guarantor enforceable against
each of them in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditor's rights and remedies
generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith
and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity). The Indenture has been duly qualified
under the 1939 Act.
(iv) The Securities, when duly executed and authenticated in the
manner contemplated in the Indenture and issued and delivered to the
Underwriters against
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payment therefor in accordance with the provisions hereof, will
constitute legal, valid and binding obligations of the Company, entitled
to the benefits of the Indenture and enforceable against the Company in
accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditor's rights and remedies generally, and
subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at
law or in equity).
(v) The Guarantees, when duly executed in the manner contemplated
in the Indenture and issued and delivered to the Underwriters in
accordance with the provisions hereof, will constitute legal, valid and
binding obligations of the Guarantor enforceable against the Guarantor
in accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditor's rights and remedies generally, and
subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at
law or in equity).
(vi) The execution, delivery and performance of this Agreement by
the Company and the Guarantor have been duly authorized by all necessary
corporate action on the part of the Company and the Guarantor; and this
Agreement has been duly and validly executed and delivered by each of
the Company and the Guarantor.
(vii) No consent, approval, authorization or other action by, or
filing or registration with, any federal governmental authority is
required in connection with the execution and delivery by the Company or
the Guarantor of the Indenture or the issuance and sale of the
Securities and the Guarantees to the Underwriters pursuant to the terms
of this Agreement, except such as have been obtained or made under the
1933 Act and the rules and regulations thereunder and such as may be
required under the 1934 Act and the rules and regulations thereunder.
(viii) The Registration Statement was declared effective under the
1933 Act and, to such counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued under the
1933 Act and no proceeding for that purpose has been initiated or
threatened by the Commission.
(ix) The statements in the Prospectus under the headings
"Description of Debt Securities and Guarantees" and "Description of
Notes and Debentures", insofar as such statements constitute a summary
of certain provisions of the documents referred to therein, are accurate
in all material respects.
In rendering such opinion, such counsel may rely as to matters of fact, to
the extent such counsel deems proper, on certificates of responsible officers
of the Company and the Guarantor and of public officials. Such counsel may
also rely as to matters of Colorado law upon the opinion referred to in Section
5(e) without independent verification.
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In addition, such counsel shall state that it has participated in
conferences with representatives of the Company, the Guarantor and with the
Representatives and their counsel, at which conferences the contents of the
Registration Statement and the Prospectus and related matters were discussed;
such counsel has not independently verified and are not passing upon and
assume no responsibility for the accuracy, completeness or fairness of the
statements contained in the Registration Statement or the Prospectus and the
limitations inherent in the examination made by such counsel and the nature
and extent of such counsel's participation in such conferences are such that
such counsel is unable to assume, and does not assume, any responsibility for
the accuracy, completeness or fairness of such statements; however, based
upon such counsel's participation in the aforesaid conferences, no facts have
come to its attention which lead it to believe that the Registration
Statement, at the time it became effective or at the date of this Agreement,
and the Prospectus and any further amendments and supplements thereto made by
the Company and the Guarantor prior to such Delivery Date (other than the
financial statements and related notes and other financial, statistical and
accounting data contained therein or Exhibit 25 to the Registration Statement
as to which such counsel need express no belief) did not comply as to form in
all material respects with the applicable requirements of the 1933 Act, the
1934 Act and the rules and regulations thereunder or that the Registration
Statement (except as to the financial statements and the notes thereto, and
the other financial, statistical and accounting data included therein, as to
which such counsel need express no belief), and each amendment thereto, as of
its effective date (or, if an annual report on Form 10-K has been filed by
the Guarantor with the Commission subsequent to the effectiveness of the
Registration Statement, then at the time of the most recent such filing) or
at the date of this Agreement, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or that, as of its
issue date or at the Delivery Date, the Prospectus (except as to the
financial statements and the notes thereto, and the other financial,
statistical and accounting data included therein, as to which such counsel
need express no belief), and each amendment or supplement thereto contained
or contains any untrue statement of a material fact or omitted or omits to
state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
Such opinion may state that it does not address the impact on the
opinions contained therein of any litigation or ruling relating to the
divestiture by American Telephone and Telegraph Company of ownership of its
operating telephone companies (the "Divestiture").
(d) The Representatives shall have received from Underwriters' Counsel
an opinion, dated the Delivery Date, to the effect specified in clauses (i),
(ii), (iii), (iv), (v), (vi), (viii) and (ix) and the penultimate paragraph
of subsection (c) above, subject to the final paragraph of subsection (c)
above, and with respect to such other matters as the Representatives may
reasonably request. In rendering such opinion, such counsel may rely as to
matters of Colorado law upon the opinion referred to in Section 5(e) without
independent verification.
(e) The Representatives shall have received an opinion or opinions,
dated the Delivery Date, of the Corporate Counsel of the Company or the
Corporate Counsel of the Guarantor, to the effect that:
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(i) The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Colorado and has all
requisite corporate power and authority to own, lease and operate its
properties and to carry on its business as now being conducted.
(iv) The Guarantor is a corporation duly incorporated, validly
existing and in good standing under the laws of the state of its
incorporation and has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as now being
conducted.
(v) The execution, delivery and performance of the Indenture by the
Company and the Guarantor have been duly authorized by all necessary
corporate action on the part of the Company and the Guarantor. The
Indenture has been duly and validly executed and delivered by the Company
and the Guarantor and (assuming the due authorization, execution and
delivery thereof by the Trustee), constitutes the legal, valid and binding
agreement of the Company and the Guarantor enforceable against each of them
in accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditor's rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of
whether enforcement is sought in a proceeding at law or in equity). The
Indenture has been duly qualified under the 1939 Act.
(iv) The Securities, when duly executed and authenticated in the
manner contemplated in the Indenture and issued and delivered to the
Underwriters against payment therefor in accordance with the provisions
hereof, will constitute legal, valid and binding obligations of the
Company, entitled to the benefits of the Indenture and enforceable against
the Company in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and similar laws affecting creditor's rights and remedies generally, and
subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding at law or in
equity).
(v) The Guarantees, when duly executed in the manner contemplated
in the Indenture and issued and delivered to the Underwriters in
accordance with the provisions hereof, will constitute legal, valid and
binding obligations of the Guarantor enforceable against the Guarantor in
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditor's rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of
whether enforcement is sought in a proceeding at law or in equity).
(vi) The execution, delivery and performance of this Agreement by
the Company and the Guarantor have been duly authorized by all necessary
corporate action on the part
11
of the Company and the Guarantor; and this Agreement has been duly and
validly executed and delivered by each of the Company and the Guarantor.
(vii) All state regulatory consents, approvals, authorizations or
other orders (except as to the state securities or Blue Sky laws, as to
which such counsel need express no opinion) legally required for the
execution of the Indenture and the issuance and sale of the Securities and
the Guarantees to the Underwriters pursuant to the terms of this Agreement
have been obtained; provided that such counsel may rely on opinions of
local counsel satisfactory to said counsel.
(viii) The enforceability and the legal, valid and binding nature of
the respective agreements and obligations of the Company and the Guarantor
set forth in the Indenture, the Securities and the Guarantees (the
"Agreements") are not affected by, and the performance of the obligations
set forth in such Agreements, the issuance and sale of the Securities and
the Guarantees and the consummation of the transactions contemplated by
such Agreements are not prevented or restricted by, any action, suit,
proceeding, order or ruling relating to or issued or arising as a result
of, the Divestiture.
(ix) To the best of such counsel's knowledge, there is not pending or
threatened any action, suit, proceeding, inquiry or investigation to which
the Company, the Guarantor or any subsidiary of the Guarantor is a party
or to which the assets, properties or operations of the Company, the
Guarantor or any subsidiary of the Guarantor is subject, before or by any
court or governmental agency or body, domestic or foreign, which might
reasonably be expected to result in a Material Adverse Effect or which
might reasonably be expected to materially and adversely affect the
assets, properties or operations thereof or the consummation of the
transactions contemplated by the Underwriting Agreement or the Indenture
or the performance by the Company or the Guarantor of their respective
obligations thereunder.
In rendering such opinion, such counsel may rely as to matters of New
York law upon the opinion referred to in Section 5(c) without independent
verification.
(f) The Representatives shall have received a certificate, dated the
Delivery Date, of the President, any Vice President, the Treasurer or any
Assistant Treasurer of the Company in which such officers shall state that,
to the best of their knowledge after reasonable investigation, the
representations and warranties of the Company in this Agreement are true and
correct as if made at and as of the Delivery Date, that the Company has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to the Delivery Date, that no
stop order suspending the effectiveness of the Registration Statement is in
effect and no proceedings for that purpose are pending or are contemplated by
the Commission and that, subsequent to the date of the Prospectus, there has
been no material adverse change in the financial condition or results of
operations of the Company, except as set forth in or contemplated by the
Prospectus.
(g) The Representatives shall have received a certificate, dated the
Delivery Date, of the President, any Vice President, the Treasurer or any
Assistant Treasurer of the Guarantor in which such officers shall state that,
to the best of their knowledge after reasonable investigation, the
12
representations and warranties of the Guarantor in this Agreement are true
and correct as if made at and as of the Delivery Date, that the Guarantor has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to the Delivery Date, that no
stop order suspending the effectiveness of the Registration Statement is in
effect and no proceedings for that purpose are pending or are contemplated by
the Commission and that, subsequent to the date of the most recent financial
statements included or incorporated by reference in the Prospectus, there has
been no material adverse change in the financial condition or results of
operations of the Guarantor and its subsidiaries, taken as a whole, except as
set forth in or contemplated by the Prospectus.
(h) If the Prospectus contains a discussion of United States federal
income tax considerations with respect to the Securities, the Company shall
have furnished to the Representatives a letter of its United States tax
counsel, dated the Delivery Date, to the effect that (i) the Underwriters may
rely on the opinion of such counsel, filed as an exhibit to the Registration
Statement to the same extent as though it were dated the date of such letter
authorizing reliance, and (ii) such counsel has reviewed the statements in
the Prospectus under the caption "Certain United States Federal Income Tax
Considerations" and, insofar as they are, or refer to, statements of United
States law or legal conclusions, such statements are accurate in all material
respects
The Company and the Guarantor will furnish the Underwriters with such
conformed copies of such opinions, certificates, letters and documents as
they reasonably request.
In case any of the conditions specified above in this Section 5 shall
not have been fulfilled, this Agreement may be terminated by the
Representatives by delivering written notice of termination to the Company
and the Guarantor. Any such termination shall be without liability of any
party to any other party except to the extent provided in Sections 4(g), 7
and 8 hereof.
6. CONDITION OF THE OBLIGATIONS OF THE COMPANY AND THE GUARANTOR. The
obligations of the Company and the Guarantor to sell and deliver the
Securities and the Guarantees are subject to the following conditions
precedent:
(a) No stop order suspending the effectiveness of the Registration
Statement or the Indenture shall have been issued and no proceedings for
those purposes shall have been instituted or, to the knowledge of the
Company, the Guarantor or any Underwriter, shall be contemplated by the
Commission.
(b) Concurrently with or prior to the delivery of the Securities and
the Guarantees to each Underwriter, the Company shall receive the full
purchase price specified in Schedule I hereto to be paid for the Securities.
(c) The written information furnished to the Company and the Guarantor
by any Underwriter, or on behalf of any Underwriter by the Representatives,
specifically for use in the Prospectus as contemplated by Section 2 and
Section 7(b) shall be true and accurate in all material respects.
13
In case any of the conditions specified above in this Section 6 shall
not have been fulfilled, this Agreement may be terminated by the Company or
the Guarantor by delivering written notice of termination to the
Representatives. Any such termination shall be without liability of any party
to any other party except to the extent provided in Sections 4(g), 7 and 8
hereof.
7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company and the Guarantor
jointly and severally will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to
which such Underwriter may become subject, as incurred, under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus, or any amendment or supplement thereto, or any
related preliminary prospectus, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, and will
reimburse each Underwriter, as incurred, for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action or amounts paid
in settlement of any litigation or investigation or proceeding related
thereto if such settlement is effected with the written consent of the
Company and the Guarantor; provided, however, that the Company and the
Guarantor will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
any of such documents in reliance upon and in conformity with written
information furnished to the Company or the Guarantor by any Underwriter, or
on behalf of any Underwriter by the Representatives, specifically for use
therein or in reliance upon and in conformity with the Statement of
Eligibility of the Trustee under the Indenture; and provided, further, that
with respect to any untrue statement or omission or alleged untrue statement
or omission made in any preliminary prospectus, the indemnity agreement
contained in this paragraph (a) shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims, damages
or liabilities purchased the Securities concerned, to the extent that any
such loss, claim, damage or liability of such Underwriter results from the
fact that a copy of the Prospectus (excluding material incorporated therein
by reference) was not delivered to such person, if such delivery was required
by the 1933 Act, and such Prospectus corrected any such untrue statement or
omission or alleged untrue statement or omission.
(b) Each Underwriter will indemnify and hold harmless the Company and
the Guarantor against any losses, claims, damages or liabilities to which the
Company or the Guarantor may become subject, as incurred, under the 1933 Act
or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, the Prospectus or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, in
each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company or the Guarantor by such Underwriter, or on behalf of such
14
Underwriter by the Representatives, specifically for use therein, and will
reimburse the Company and the Guarantor, as incurred, for any legal or other
expenses reasonably incurred by the Company and the Guarantor in connection
with investigating or defending any such loss, claim, damage, liability or
action.
(c) Promptly after receipt by an indemnified party under this Section
of notice of the commencement of any action, such indemnified party will, if
a claim in respect thereof is to be made against the indemnifying party under
this Section, notify the indemnifying party of the commencement thereof; but
the omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under
this Section. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. The
indemnifying party or parties shall not be liable under this Agreement with
respect to any settlement made by any indemnified party or parties without
prior written consent by the indemnifying party or parties to such settlement.
(d) If the indemnification provided for in this Section 7 is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid
or payable by such indemnified party as a result of the losses, claims,
damages or liabilities referred to in subsection (a) or (b) above, (i) in
such proportion as is appropriate to reflect the relative benefits received
by the Company and the Guarantor on the one hand and the Underwriters on the
other from the offering of the Securities or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company and the Guarantor
on the one hand and the Underwriters on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Guarantor on the one hand
and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts
and commissions received by the Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company and the
Guarantor or the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The amount paid by an indemnified party as a result
of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Underwriter shall be
15
required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (with the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations
in this subsection (d) to contribute are several in proportion to their
respective underwriting obligations and not joint.
(e) The obligations of the Company and the Guarantor under this Section
7 shall be in addition to any liability which the Company or the Guarantor
may otherwise have and shall extend, upon the same terms and conditions, to
each person, if any, who controls any Underwriter within the meaning of the
1933 Act or the 1934 Act; and the obligations of the Underwriters under this
Section 7 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each director of the Company and the Guarantor, to each
officer of the Company or the Guarantor who has signed the Registration
Statement and to each person, if any, who controls the Company or the
Guarantor within the meaning of the 1933 Act or the 1934 Act.
8. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The respective
indemnities, agreements, representations, warranties and other statements of
the Company, the Guarantor or their officers and of the several Underwriters
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation, or statement as to the results
thereof, made by or on behalf of any Underwriter, the Company or the
Guarantor or of any of their officers or directors or any controlling person,
and will survive delivery of and payment for the Securities. If the purchase
of the Securities by the Underwriters is not consummated for any reason other
than a default by one or more of the Underwriters, the Company and the
Guarantor shall remain responsible for the expenses to be paid or reimbursed
by them pursuant to Section 4(g), the respective obligations of the Company,
the Guarantor and the Underwriters pursuant to Section 7 shall remain in
effect, and the Company and the Guarantor will reimburse the Representatives
for the reasonable out-of-pocket expenses of the Underwriters, not exceeding
$75,000, and for the fees and disbursements of Underwriters' Counsel, the
Underwriters agreeing to pay such expenses, fees and disbursements in any
other event. In no event will the Company or the Guarantor be liable to any
of the Underwriters for damages on account of loss of anticipated profits.
9. NOTICES. All communications hereunder will be in writing and, if
sent to the Underwriters will be mailed, delivered or telecopied and
confirmed to the Representatives at their addresses specified in Schedule I
hereto for the purpose of communications hereunder or, if sent to the Company
or the Guarantor, will be mailed, delivered or telecopied and confirmed to
each of them at 1801 California Street, Denver, Colorado 80202, Attention:
Treasurer.
10. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 7, and
no other person will have any right or obligation hereunder.
16
11. CONCERNING LAW. The validity and interpretation of this Agreement
shall be governed by the laws of the State of New York.
12. DEFAULT BY UNDERWRITERS. If any Underwriter defaults in the
performance of its obligations under this Agreement, the remaining
non-defaulting Underwriters shall be obligated to purchase the Securities
which the defaulting Underwriter agreed but failed to purchase in the
respective proportions which the principal amount of Securities set forth in
Schedule II hereto to be purchased by each remaining non-defaulting
Underwriter set forth therein bears to the aggregate principal amount of
Securities set forth therein to be purchased by all the remaining
non-defaulting Underwriters; provided that the remaining non-defaulting
Underwriters shall not be obligated to purchase any amount of Securities if
the aggregate principal amount of Securities which the defaulting Underwriter
or Underwriters agreed but failed to purchase exceeds one-tenth of the total
principal amount of Securities, and any remaining non-defaulting Underwriter
shall not be obligated to purchase additional Securities in an amount of more
than one-ninth of the principal amount of Securities set forth in Schedule II
hereto to be purchased by it. If the foregoing maximums are exceeded, the
remaining non-defaulting Underwriters, or those other underwriters
satisfactory to the Representatives who so agree, shall have the right, but
shall not be obligated, to purchase, in such proportion as may be agreed upon
among them, all the Securities. If the remaining Underwriters or other
underwriters satisfactory to the Representatives do not elect to purchase the
Securities which the defaulting Underwriter or Underwriters agreed but failed
to purchase, this Agreement shall terminate without liability on the part of
any non-defaulting Underwriter, the Company or the Guarantor, except that the
Company and the Guarantor will continue to be liable for the payment of
expenses as set forth in Sections 4(g) and 8 hereof.
Nothing contained in this Section 12 shall relieve a defaulting
Underwriter of any liability it may have to the Company or the Guarantor for
damages caused by its default. If other underwriters are obligated or agree
to purchase the Securities of a defaulting or withdrawing Underwriter, either
the Representatives or the Company may postpone the Delivery Date for up to
seven full business days in order to effect any changes that in the opinion
of counsel for the Company or Underwriters' Counsel may be necessary in the
Registration Statement, any prospectus or in any other document or
arrangement.
13. TERMINATION. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company
and the Guarantor prior to delivery of and payment for the Securities, if
prior to such time (i) there has been, since the respective dates as of which
information is given in the Registration Statement, any change in the
financial condition of the Company or of the Guarantor and its subsidiaries,
taken as a whole, or in the earnings, affairs or business prospects of the
Company or of the Guarantor and its subsidiaries, taken as a whole, whether
or not arising in the ordinary course of business, the effect of which is, in
the judgment of the Representatives, so material and adverse as to make it
impracticable to market the Securities or enforce contracts for the sale
thereof, (ii) trading in the Company's or the Guarantor's securities shall
have been suspended by the Commission or the New York Stock Exchange or
trading in securities generally on the New York Stock Exchange shall have
been suspended or limited or minimum prices shall have been established on
such Exchange, (iii) a banking moratorium shall have been declared either by
federal or New York State authorities, (iv) there shall have occurred any
material adverse change in the financial
17
markets of the United States or any outbreak or material escalation of
hostilities or other calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in the judgment of the
Representatives, impracticable to market the Securities or enforce contracts
for the sale thereof, or (v) any rating of any debt securities of the Company
or of the Guarantor shall have been lowered by Moody's Investors Services,
Inc. ("Moody's") or Standard & Poor's Ratings Services ("S&P") or either
Moody's or S&P shall have publicly announced that it has any such debt
securities under consideration for possible downgrade.
14. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
18
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will become a binding agreement among the Company, the Guarantor
and the Underwriters in accordance with its terms.
Very truly yours,
U S WEST CAPITAL FUNDING, INC.
By: /s/ Sean P. Foley
--------------------------------------
Name: Sean P. Foley
Title: Vice President and Treasurer
U S WEST, INC.
By: /s/ Janet K. Cooper
--------------------------------------
Name: Janet K. Cooper
Title: Vice President and Treasurer
The foregoing Underwriting Agreement is
hereby confirmed and accepted as of the
date first above written.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
LEHMAN BROTHERS INC.
MORGAN STANLEY & CO. INCORPORATED
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Carl Gardiner
------------------------------------
Authorized Signatory
19
SCHEDULE I
Underwriting Agreement dated June 24, 1998
Registration Statement Nos. 333-51907 and 333-51907-01
Representatives and Addresses:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated: World Financial Center
North Tower - 29th Floor
250 Vesey Street
New York, New York 10281
Attention: Carl Gardiner
Goldman, Sachs & Co.: 85 Broad Street
New York, New York 10004
Attention: Matthew Tropp
J.P. Morgan Securities Inc.: 60 Wall Street
13th Floor
New York, New York 10260
Attention: Lisa L. McHugh
Lehman Brothers Inc.: 3 World Financial Center
New York, New York 10285
Morgan Stanley & Co.
Incorporated: 1585 Broadway
30th Floor
New York, New York 10036
Securities:
2002 Notes
Designation: 6.125% Notes due July 15, 2002
Principal Amount: $500,000,000
Sch-I-1
Indenture dated as of June 29, 1998, as amended, among U S WEST Capital
Funding, Inc., U S WEST, Inc. and The First National Bank of Chicago, as
Trustee.
Date of Maturity: July 15, 2002
Interest Rate: 6.125% per annum, payable semiannually in arrears
on January 15 and July 15 of each year,
commencing January 15, 1999.
Price to Public: 99.89% of the principal amount thereof
($499,450,000), plus accrued interest, if any,
from June 29, 1998.
Purchase Price: 99.34% of the principal amount thereof
($496,700,000).
Redemption Provisions: Redeemable at the option of U S WEST Capital
Funding, Inc., in whole at any time or in part
from time to time, upon at least 30 days but not
more than 60 days prior written notice given as
provided in the Indenture, at a redemption price
equal to the greater of (i) 100% of the principal
amount of the 2002 Notes to be redeemed and (ii)
the sum, as determined by the Quotation Agent (as
defined in the Prospectus Supplement) of the
present values of the principal amount and the
remaining scheduled payments of interest on the
2002 Notes to be redeemed, in each case
discounted from their respective scheduled
payment dates to the redemption date on a
semiannual basis (assuming a 360-day year
consisting of 30-day months) at the Treasury Rate
(as defined in the Prospectus Supplement) plus 10
basis points, plus, in either case, accrued
interest thereon to the date of redemption.
Holders' Optional
Repayment Provisions: Not repayable at the option of the holders.
Form and Authorized
Denominations: Registered--$1,000 and multiples thereof.
Stock Exchange Listing: None
2005 Notes
Sch-I-2
Designation: 6.250% Notes due July 15, 2005
Principal Amount: $500,000,000
Indenture dated as of June 29, 1998, as amended, among U S WEST Capital
Funding, Inc., U S WEST, Inc. and The First National Bank of Chicago, as
Trustee.
Date of Maturity: July 15, 2005
Interest Rate: 6.250% per annum, payable semiannually in arrears
on January 15 and July 15 of each year,
commencing January 15, 1999.
Price to Public: 99.743% of the principal amount thereof
($498,715,000), plus accrued interest, if any,
from June 29, 1998.
Purchase Price: 99.118% of the principal amount thereof
($495,590,000).
Redemption Provisions: Redeemable at the option of U S WEST Capital
Funding, Inc., in whole at any time or in part
from time to time, upon at least 30 days but not
more than 60 days prior written notice given as
provided in the Indenture, at a redemption price
equal to the greater of (i) 100% of the principal
amount of the 2005 Notes to be redeemed and (ii)
the sum, as determined by the Quotation Agent (as
defined in the Prospectus Supplement) of the
present values of the principal amount and the
remaining scheduled payments of interest on the
2005 Notes to be redeemed, in each case
discounted from their respective scheduled
payment dates to the redemption date on a
semiannual basis (assuming a 360-day year
consisting of 30-day months) at the Treasury Rate
(as defined in the Prospectus Supplement) plus 15
basis points, plus, in either case, accrued
interest thereon to the date of redemption.
Holders' Optional
Repayment Provisions: Not repayable at the option of the holders.
Form and Authorized
Denominations: Registered--$1,000 and multiples thereof.
Sch-I-3
Stock Exchange Listing: None
2008 Notes
Designation: 6.375% Notes due July 15, 2008
Principal Amount: $600,000,000
Indenture dated as of June 29, 1998, as amended, among U S WEST Capital
Funding, Inc., U S WEST, Inc. and The First National Bank of Chicago , as
Trustee.
Date of Maturity: July 15, 2008
Interest Rate: 6.375% per annum, payable semiannually in arrears
on January 15 and July 15 of each year,
commencing January 15, 1999.
Price to Public: 99.352% of the principal amount thereof
($596,112,000), plus accrued interest, if any,
from June 29, 1998.
Purchase Price: 98.702% of the principal amount thereof
($592,212,000).
Redemption Provisions: Redeemable at the option of U S WEST Capital
Funding, Inc., in whole at any time or in part
from time to time, upon at least 30 days but not
more than 60 days prior written notice given as
provided in the Indenture, at a redemption price
equal to the greater of (i) 100% of the principal
amount of the 2008 Notes to be redeemed and (ii)
the sum, as determined by the Quotation Agent (as
defined in the Prospectus Supplement) of the
present values of the principal amount and the
remaining scheduled payments of interest on the
2008 Notes to be redeemed, in each case
discounted from their respective scheduled
payment dates to the redemption date on a
semiannual basis (assuming a 360-day year
consisting of 30-day months) at the Treasury Rate
(as defined in the Prospectus Supplement) plus 20
basis points, plus, in either case, accrued
interest thereon to the date of redemption.
Sch-I-4
Holders' Optional
Repayment Provisions: Not repayable at the option of the holders.
Form and Authorized
Denominations: Registered--$1,000 and multiples thereof.
Stock Exchange Listing: None
2028 Debentures
Designation: 6.875% Debentures due July 15, 2028
Principal Amount: $1,500,000,000
Indenture dated as of June 29, 1998, as amended, among U S WEST Capital
Funding, Inc., U S WEST, Inc. and The First National Bank of Chicago, as
Trustee.
Date of Maturity: July 15, 2028
Interest Rate: 6.875% per annum, payable semiannually in arrears
on January 15 and July 15 of each year,
commencing January 15, 1999.
Price to Public: 99.617% of the principal amount thereof
($1,494,255,000), plus accrued interest, if any,
from June 29, 1998.
Purchase Price: 98.742% of the principal amount thereof
($1,481,130,000).
Redemption Provisions: Redeemable at the option of U S WEST Capital
Funding, Inc., in whole at any time or in part
from time to time, upon at least 30 days but not
more than 60 days prior written notice given as
provided in the Indenture, at a redemption price
equal to the greater of (i) 100% of the principal
amount of the 2028 Debentures to be redeemed and
(ii) the sum, as determined by the Quotation
Agent (as defined in the Prospectus Supplement)
of the present values of the principal amount and
the remaining scheduled payments of interest on
the 2028 Debentures to be redeemed, in each case
discounted from their respective scheduled
payment dates to the redemption date on a
semiannual basis (assuming a 360-day year
consisting of 30-day months) at the Treasury Rate
(as defined in the Prospectus
Sch-I-5
Supplement) plus 25 basis points, plus, in either
case, accrued interest thereon to the date of
redemption.
Holders' Optional
Repayment Provisions: Not repayable at the option of the holders.
Form and Authorized
Denominations: Registered--$1,000 and multiples thereof.
Stock Exchange Listing: None
Delivery Date, Time and
Location:
June 29, 1998 at 9:00 A.M., New York time, at the
office of Brown & Wood llp, New York, New York.
Sch-I-6
SCHEDULE II
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF AMOUNT OF AMOUNT OF
2002 2005 2008 2028
UNDERWRITER NOTES NOTES NOTES DEBENTURES
- ----------- ------------ ------------ ------------ --------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated......................... $ 96,000,000 $ 96,000,000 $115,200,000 $ 288,000,000
Goldman, Sachs & Co. ............................ 96,000,000 96,000,000 115,200,000 288,000,000
J.P. Morgan Securities Inc. ..................... 96,000,000 96,000,000 115,200,000 288,000,000
Lehman Brothers Inc. ............................ 96,000,000 96,000,000 115,200,000 288,000,000
Morgan Stanley & Co. Incorporated ............... 96,000,000 96,000,000 115,200,000 288,000,000
BancAmerica Robertson Stephens .................. 2,500,000 2,500,000 3,000,000 7,500,000
ABN AMRO Incorporated ........................... 2,500,000 2,500,000 3,000,000 7,500,000
BNY Capital Markets, Inc. ....................... 2,500,000 2,500,000 3,000,000 7,500,000
Banc One Capital Markets, Inc. .................. 2,500,000 2,500,000 3,000,000 7,500,000
Citicorp Securities, Inc. ....................... 2,500,000 2,500,000 3,000,000 7,500,000
Key Capital Markets, Inc. ....................... 2,500,000 2,500,000 3,000,000 7,500,000
Commerzbank Capital Markets Corporation ......... 2,500,000 2,500,000 3,000,000 7,500,000
Norwest Investment Services, Inc. ............... 2,500,000 2,500,000 3,000,000 7,500,000
------------ ------------ ------------ --------------
Total ........................................... $500,000,000 $500,000,000 $600,000,000 $1,500,000,000
Sch II-1