EXHIBIT 10(e)(1)
AMENDMENT NO. 1 TO CREDIT AGREEMENTS
AMENDMENT dated as of June 30, 1998 to the 364-Day Credit Agreement
dated as of May 8, 1998 and the Five-Year Credit Agreement dated as of May 8,
1998 (individually a "Credit Agreement" and together, the "Credit Agreements")
among U S WEST CAPITAL FUNDING, INC. (the "Borrower"), U S WEST, INC. (formerly
named USW-C, Inc.), the BANKS listed on the signature pages thereto (the
"Banks") and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent
(the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreements to
modify a condition to borrowing;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in a Credit Agreement has
the meaning assigned to such term in such Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in a Credit Agreement shall, after this Amendment becomes effective,
refer to such Credit Agreement as amended hereby.
SECTION 2. Amendment of Section 5.06(a). Section 5.06(a) of each of the
Credit Agreements is amended and restated in its entirety to read as follows:
(a) Prior to the Separation, total Debt of all Consolidated
Subsidiaries (excluding Debt of (i) the Borrower and (ii) a
Consolidated Subsidiary to the Company or to a Wholly-Owned
Consolidated Subsidiary) ("Subsidiary Debt") will at no time exceed
250% of Consolidated Net Worth.
SECTION 3. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of each Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default will have occurred and be continuing on such
date.
SECTION 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 6. Effectiveness. This Amendment shall become effective as of
the date hereof on the date (the "Amendment Effective Date") when the Agent
shall have received from each of the Borrower and the Required Banks (as defined
in each Credit Agreement) a counterpart hereof signed by such party or facsimile
or other written confirmation (in form satisfactory to the Agent) that such
party has signed a counterpart hereof;
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
U S WEST CAPITAL FUNDING, INC.
By /s/ Thomas. O McGimpsey
Title: Assistant Secretary
U S WEST, INC.
(FORMERLY NAMED USW-C, INC.)
By /s/ Thomas O. McGimpsey
Title: Assistant Secretary
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ John M. Mikolay
Title: Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By /s/ Doug Meckelnburg
Title: Vice President
THE CHASE MANHATTAN BANK
By /s/ Ann B. Kerns
Title: Vice President
MELLON BANK, N.A.
By /s/ David McGowan
Title: Vice President
ABN AMRO BANK N.V.
By /s/ Thomas M. Toerpe
Title: Vice President
By /s/ Roxana Sopala
Title: Vice President
THE BANK OF NEW YORK
By /s/ James W. Whitaker
Title: Vice President
BANK ONE, COLORADO, N.A.
By /s/ David L. Ericson
Title: Vice President
CITIBANK, N.A.
By /s/ P. M. Chonkar
Title: Attorney-In-Fact
KEYBANK NATIONAL ASSOCIATION
By /s/ Mary Young
Title: Commercial Banking Officer
NATIONSBANK, N.A.
By /s/ Anthony M. Cacheria
Title: Senior Vice President
COMMERZBANK AG LOS ANGELES
BRANCH
By /s/ Christian Jagenberg
Title: Senior Vice President and Manager
By /s/ John Korthuis
Title: Vice President
FLEET NATIONAL BANK
By /s/ Sue Anderson
Title: Vice President
CANADIAN IMPERIAL BANK OF
COMMERCE
By /s/ Gerald Girardi
Title: Executive Director
CIBC Oppenheimer Corp.,
As Agent
BANKERS TRUST COMPANY
By /s/ Gina S. Thompson
Title: Vice President
THE FIRST NATIONAL BANK OF
CHICAGO
By /s/ Michael J. Harrington
Title: Corporate Banking Officer
KBC BANK N.V.
By /s/ Robert Snauffer
Title: First Vice President
By /s/ Marcel Claes
Title: Deputy General Manager
THE ROYAL BANK OF SCOTLAND PLC
By /s/ R.A. Green
Title: Senior Relationship Manager
WELLS FARGO BANK, N.A.
By /s/ Catherine M. Wallace
Title: Vice President
By /s/ Donald A. Hartmann
Title: Senior Vice President
BANK OF HAWAII
By /s/ Eric N. Pelletier
Title: Vice President
BARCLAYS BANK PLC
By /s/ Les Bek
Title: Director
BAYERISCHE LANDESBANK
GIROZENTRALE CAYMAN ISLANDS
BRANCH
By /s/ Alexander Kohnert
Title: Vice President
By /s/ James H. Boyle
Title: Second Vice President
BAYERISCHE HYPO-UND
VEREINSBANK AG
By /s/ P.M. Tresnan
Title: Vice President
By /s/ Steve Atwell
Title: Vice President
LEHMAN COMMERCIAL PAPER INC.
By /s/ Michele Swanson
Title: Authorized Signatory
MERRILL LYNCH CAPITAL
CORPORATION
By /s/ Robert Stevens
Title: Vice President
NORWEST BANK COLORADO,
NATIONAL ASSOCIATION
By /s/ Carol A. Ward
Title: Vice President
THE TOKAI BANK, LIMITED
By /s/ Masahiko Saito
Title: Senior Vice President and
Assistant General Manager
U.S. BANK NATIONAL ASSOCIATION
By /s/ Scott E. Page
Title: Vice President
BANQUE NATIONALE DE PARIS
By /s/ Mitchell M. Ozawa
Title: Vice President
By /s/ Marc T. Schaefer
Title: Assistant Vice President
ROYAL BANK OF CANADA
By /s/ John P. Page
Title: Senior Manager
ISTITUTO BANCARIO SAN PAOLO DI
TORINO S.P.A.
By
Name:
Title:
By
Name:
Title:
THE PROVIDENT BANK.
By /s/ Tom B. Scherpenberg
Title: Vice President