EXHIBIT 1(a)
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
November 13, 1998
To the Underwriters Named in Schedule II hereto c/o the Representatives Named in
Schedule I hereto of the Underwriters Named in Schedule II 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 (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
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 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 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, to the knowledge of the Company or the Guarantor, 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 and
any subsidiary of the Guarantor, taken as a whole, 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.
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. During the period when the Prospectus is required to be
delivered under the 1933 Act, 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 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) Unless otherwise specified in Schedule I hereto, between the
commencement of an offering of Securities and the related Delivery Date, neither
the Company nor the Guarantor will, without the prior consent of the
Representatives, 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
PricewaterhouseCoopers LLP, 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 Cadwalader, Wickersham & Taft, 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 Delaware
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 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 of this Agreement, 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
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.
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:
(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 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) 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 this
Agreement or the Indenture or the performance by the Company or the
Guarantor of their respective obligations hereunder or 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 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.
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 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 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 (within 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.
11. Governing 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 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.
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.
/S/ SEAN P. FOLEY
By: _______________________
Name: Sean P. Foley
Title: Assistant Treasurer
U S WEST, INC.
/S/ SEAN P. FOLEY
By: _______________________
Name: Sean P. Foley
Title: Assistant Treasurer
The foregoing Underwriting Agreement is
hereby confirmed and accepted as of the
date first above written.
J.P. MORGAN SECURITIES INC.
LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
SALOMON SMITH BARNEY INC.
By: J.P. MORGAN SECURITIES INC.
/S/ JOHN SIMMONS
By: John Simmons, Vice President
Authorized Signatory
SCHEDULE I
Underwriting Agreement dated November 13, 1998
Registration Statement Nos. 333-51907 and 333-51907-01
Representatives and Addresses:
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
Merrill Lynch, Pierce, Fenner & Smith
Incorporated: World Financial Center
North Tower - 29th Floor
250 Vesey Street
New York, New York 10281
Salomon Smith Barney Inc. 7 World Trade Center
New York, New York 10048
Securities:
Designation: 6 1/2 % Debentures due 2018
Principal Amount: $400,000,000
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: November 15, 2018
Interest Rate: 6 1/2% per annum, payable semiannually in arrears on May 15
and November 15 of each year, commencing May 15, 1999.
Price to Public: 99.426% of the principal amount thereof ($397,704,000), plus
accrued interest, if any, from November 18, 1998.
Purchase Price: 99.551% of the principal amount thereof ($394,204,000).
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 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 of the Debentures to be redeemed and the
remaining scheduled payments of interest thereon from the
redemption date to November 15, 2018 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 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: Global certificates evidencing the Securities
registered in the name of Cede & Co., as nominee
for The Depository Trust Company--$1,000 and
multiples thereof.
Stock Exchange Listing: None.
Delivery Date, Time and Location:
November 18, 1998 at 9:00 A.M., New York time, at the
office of Brown & Wood LLP, New York, New York.
Other Terms and Conditions: During a period of 30 days from the date of the Prospectus
Supplement, the Company will not, without the prior written
consent of J.P. Morgan Securities Inc., directly or
indirectly, sell, offer to sell, grant any option for the
sale of, or otherwise dispose of, any senior debt securities
with maturities of more than one year.
SCHEDULE II
Principal
Amount
of
Name of Underwriter Debentures
J.P. Morgan Securities Inc................................. $200,000,000
Lehman Brothers Inc........................................ 60,000,000
Merrill Lynch, Pierce, Fenner & Smith 60,000,000
Incorporated..........................
Salomon Smith Barney Inc................................... 60,000,000
Commerzbank Capital Markets Corporation.................... 5,000,000
First Chicago Capital Markets, Inc......................... 5,000,000
Fleet Securities, Inc. .................................... 5,000,000
McDonald Investments, Inc.................................. 5,000,000
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Total...................................................... $400,000,000
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