EXHIBIT 4(b)
REGISTERED PRINCIPAL AMOUNT
No. 1 $200,000,000
CUSIP 912912AR3
U S WEST CAPITAL FUNDING, INC.
6-1/2% Debentures due 2018
Unconditionally Guaranteed as to Payment of
Principal, Premium, if any, and Interest by
U S WEST, INC.
Unless and until it is exchanged in whole or in part for
Debentures in definitive form, this Debenture may not be transferred
except as a whole by the Depositary to a nominee of the Depositary, or
by a nominee of the Depositary to the Depositary or another nominee of
the Depositary, or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary. Unless this
certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The
Depository Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL, since the registered owner hereof, Cede & Co.,
has an interest herein.
U S WEST Capital Funding, Inc., a corporation duly organized and
existing under the laws of the State of Colorado (herein called the "Company"),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of
$200,000,000 (Two Hundred Million Dollars)
on November 15, 2018, by wire transfer of immediately available funds in such
coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts and to pay
interest semiannually on each May 15 and November 15, commencing May 15, 1999,
on said principal sum at the rate per annum specified in the title of this
Debenture, in the same manner, in like coin or currency, from the fifteenth
day of May or November, as the case may be, to which interest on this
Debenture has been paid preceding the date hereof (unless the date hereof is a
May 15 or November 15 to which interest has been paid, in which case from the
date hereof, or unless the date hereof is prior to the first payment of
interest, in which case from November 18, 1998) until payment of said
principal sum has been made or duly provided for. Notwithstanding the
foregoing, unless this Debenture shall be authenticated at a time when there
is an existing default in the payment of interest on the Debentures, if the
date hereof is between May 1 and the immediately following May 15 or is
between November 1 and the immediately following November 15, this Debenture
shall bear interest from such May 15 or November 15; provided, however, that
if the Company shall default in the payment of interest due on such May 15 or
November 15, then this Debenture shall bear interest from the next preceding
date to which interest has been paid or, if no interest has been paid on this
Debenture, from November 18, 1998. The interest so payable on any May 15 or
November 15 will, subject to certain exceptions provided in the Indenture
referred to herein, be paid to the person in whose name this Debenture shall
be registered at the close of business on the May 1 prior to such May 15 or
the November 1 prior to such November 15 unless such May 1 or November 1 shall
be a Legal Holiday (as defined in said Indenture), in which event the next
preceding day that is not a Legal Holiday. Interest will be computed on the
basis of a 360-day year consisting of twelve 30-day months.
This Debenture is one of the duly authorized issue of Debentures of the
Company, designated as set forth herein (the "Debentures"), limited to the
aggregate principal amount of $400,000,000, all issued or to be issued under and
pursuant to an Indenture dated as of June 29, 1998, as amended, modified or
supplemented from time to time (as so amended, modified or supplemented, the
"Indenture"), duly executed and delivered by the Company and U S WEST, Inc. (the
"Guarantor") to The First National Bank of Chicago, as trustee (herein referred
to as the "Trustee"), to which Indenture and all Indentures supplemental thereto
reference is hereby made for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Trustee, the Company, the
Guarantor and the Holders (the words "Holders" or "Holder" meaning the
registered holders or registered holder of the Debentures).
In case an Event of Default shall occur and be continuing, the
principal hereof may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture contains provisions permitting the Company, the Guarantor
and the Trustee, with the written consent of the Holders of a majority in
principal amount of the outstanding Securities of each series affected by a
supplemental indenture (with each series voting as a class), to enter into a
supplemental indenture to add any provisions to or to change or eliminate any
provisions of the Indenture or of any supplemental indenture or to modify, in
each case in any manner not covered by provisions in the Indenture relating to
amendments and waivers without the consent of Holders, the rights of the Holders
of each such series. The Holders of a majority in principal amount of the
outstanding Securities of each series affected by such waiver (with each series
voting as a class), by notice to the Trustee, may waive compliance by the
Company or the Guarantor with any provision of the Indenture, any supplemental
indenture or the Securities of any such series, except a Default in payment of
the principal of or interest on any Security. However, without the consent of
each Holder affected, an amendment or waiver may not: (1) reduce the amount of
Securities whose Holders must consent to an amendment or waiver; (2) change the
rate of or change the time for payment of interest on any Security; (3) change
the principal of or change the fixed maturity of any Security; (4) waive a
Default in the payment of the principal of or interest on any Security; (5) make
any Security payable in money other than that stated in the Security; or (6)
make any change in the provisions of the Indenture: (i) with respect to the
right of the Holders of a majority in principal amount of any series of
Securities, by notice to the Trustee, to waive an existing Default with respect
to that series and its consequences; (ii) with respect to the right of any
Holder of a Security to receive payment of principal of and interest on the
Security, on or after the respective due dates expressed in the Security, the
right of any Holder of a coupon to receive payment of interest due as provided
in such coupon, or the right to bring suit for enforcement of any such payments
on or after their respective dates; and (iii) described in this sentence.
This Debenture will be redeemable at the option of the Company, in
whole at any time or in part from time to time, at a redemption price equal to
the greater of (i) 100% of the principal amount of this Debenture to be redeemed
and (ii) the sum, as determined by the Quotation Agent (as defined below), of
the present values of the principal amount of this Debenture to be redeemed and
the remaining scheduled payments of interest on the principal amount of this
Debenture to be redeemed from the redemption date to November 15, 2018 (the
"Remaining Life"), 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 below) plus 25 basis points,
plus, in either case, accrued interest thereon to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the Remaining
Life that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity with the Remaining Life.
"Comparable Treasury Price" means, with respect to any redemption date,
the average of five Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or if the Trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.
"Reference Treasury Dealer" means each of: J.P. Morgan Securities Inc.,
Lehman Brothers Inc., Merrill Lynch Government Securities Inc. and Salomon Smith
Barney Inc., and their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual yield to maturity of the Comparable Treasury
Issue, calculated on the third Business Day preceding such redemption date using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date.
Notice of any redemption will be mailed at least 30 days but not more
than 90 days before the redemption date to the Holder hereof at its registered
address. Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the principal amount
of this Debenture called for redemption.
If money sufficient to pay the redemption price with respect to and
accrued interest on the principal amount of this Debenture to be redeemed on the
redemption date is deposited with the Trustee on or before the redemption date
and certain other conditions are satisfied, then on and after such date,
interest will cease to accrue on the principal amount of this Debenture called
for redemption.
Except as provided above, this Debenture is not redeemable by the
Company prior to maturity and is not subject to any sinking fund.
No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Debenture at the place, at the respective times, at the rate, and in the coin or
currency herein prescribed.
No director, officer, employee or stockholder, as such, of the Company
or the Guarantor shall have any liability for any obligations of the Company
under this Debenture or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. Each Holder, by accepting
this Debenture, waives and releases all such liability. The waiver and release
are part of the consideration for the issue of this Debenture and the Guarantee
endorsed hereon.
The laws of the State of New York shall govern the Indenture and this
Debenture.
Ownership of Debentures shall be proved by the register for the
Debentures kept by the Registrar. The Company, the Guarantor, the Trustee and
any agent of the Company may treat the person in whose name a Debenture is
registered as the absolute owner thereof for all purposes.
Terms used herein without definition that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication hereon has been executed by
the Trustee under the Indenture referred to herein by the manual signature of
one of its authorized officers, or on behalf of the Trustee by the manual
signature of an authorized officer of the Trustees authenticating agent, this
Debenture shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or by facsimile, and its corporate seal or a facsimile of its
corporate seal to be imprinted hereon.
Dated: November 18, 1998
U S WEST CAPITAL FUNDING, INC.
By: ________________________________
Name:
Title:
(SEAL)
By: ________________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein, issued
under the Indenture described herein.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:_____________________________________
Authorized Officer
GUARANTEE OF U S WEST, INC.
FOR VALUE RECEIVED, U S WEST, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (the "Guarantor"), hereby
unconditionally guarantees to the holder of the Debenture upon which this
Guarantee is endorsed the due and punctual payment of the principal, premium, if
any, and interest on said Debenture, when and as the same shall become due and
payable, whether at maturity or otherwise, according to the terms thereof and of
the Indenture referred to therein.
The Guarantor agrees to determine, at least one business day prior to
the date upon which a payment of principal, premium, if any, or interest on said
Debenture is due and payable, whether U S WEST Capital Funding, Inc. (the
"Company") has available the funds to make such payment as the same shall become
due and payable. In case of the failure of the Company punctually to pay any
such principal, premium, if any, or interest, the Guarantor hereby agrees to
cause any such payment to be made punctually when and as the same shall become
due and payable, whether at maturity or otherwise, and as if such payment were
made by the Company.
The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrevocable and absolute, irrespective of the validity,
regularity, or enforceability of said Debenture or the Indenture, dated as of
June 29, 1998 (the "Indenture"), by and among the Company, the Guarantor and The
First National Bank of Chicago, as trustee, the absence of any action to enforce
the same, any waiver or consent by the holder of said Debenture with respect to
any provisions thereof, the recovery of any judgment against the Company or any
action to enforce the same, or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. The
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of merger or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to said Debenture or indebtedness evidenced thereby and all demands
whatsoever and covenants that this Guarantee will not be discharged except by
complete performance of the obligations contained in said Debenture and in this
Guarantee.
The Guarantor shall be subrogated to all rights of the holder of said
Debenture against the Company in respect to any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not, without the consent of the holders of all of the Debentures
then outstanding, be entitled to enforce or to receive any payments arising out
of or based upon such right of subrogation until the principal, premium, if any,
and interest on all Debentures of the Company known as "6 1/2% Debentures due
2018" shall have been paid in full or payment thereof shall have been provided
for in accordance with said Indenture.
Notwithstanding anything to the contrary contained herein, if following
any payment of principal, premium, if any, or interest by the Company on the
Debentures to the holders of the Debentures it is determined by a final decision
of a court of competent jurisdiction that such payment shall be avoided by a
trustee in bankruptcy (including any debtor-in-possession) as a preference under
11 U.S.C. ss. 547 and such payment is paid by such holder to such trustee in
bankruptcy, then and to the extent of such repayment the obligations of the
Guarantor hereunder shall remain in full force and effect.
This Guarantee shall not be valid or become obligatory for any purpose
with respect to a Debenture until the certificate of authentication of such
Debenture shall have been signed by the Trustee or on its behalf by the
Trustee's authenticating agent.
This Guarantee shall be governed by the laws of the State of New York.
IN WITNESS WHEREOF, U S WEST, Inc. has caused this Guarantee to be
signed in its corporate name by the signature of two of its officers thereunto
duly authorized and has caused its corporate seal to be affixed hereunto.
U S WEST, INC.
By: _____________________________
Name:
Title:
(SEAL)
By: _____________________________
Name:
Title:
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
- - -----------------------------------------------------------------------------
Please insert social security number or other identifying number of
assignee:
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Please print or type name and address (including zip code) of assignee:
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the within Debenture and all rights thereunder, hereby irrevocably
constituting and appointing _____________________ attorney to transfer said
Debenture of U S WEST Capital Funding, Inc. on the books of U S WEST Capital
Funding, Inc, with full power of substitution in the premises.
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Dated:
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NOTICE: The signature to this assignment must correspond with the name
as written upon the face of this Debenture in every particular without
alteration or enlargement or any change whatsoever.
REGISTERED PRINCIPAL AMOUNT
No. 2 $200,000,000
CUSIP 912912AR3
U S WEST CAPITAL FUNDING, INC.
6 1/2% Debentures due 2018
Unconditionally Guaranteed as to Payment of
Principal, Premium, if any and Interest by
U S WEST, INC.
Unless and until it is exchanged in whole or in part for
Debentures in definitive form, this Debenture may not be transferred
except as a whole by the Depositary to a nominee of the Depositary, or
by a nominee of the Depositary to the Depositary or another nominee of
the Depositary, or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary. Unless this
certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The
Depository Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL, since the registered owner hereof, Cede & Co.,
has an interest herein.
U S WEST Capital Funding, Inc., a corporation duly organized and
existing under the laws of the State of Colorado (herein called the "Company"),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of
$200,000,000 (Two Hundred Million Dollars)
on November 15, 2018, by wire transfer of immediately available funds in such
coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts and to pay
interest semiannually on each May 15 and November 15, commencing May 15, 1999,
on said principal sum at the rate per annum specified in the title of this
Debenture, in the same manner, in like coin or currency, from the fifteenth
day of May or November, as the case may be, to which interest on this
Debenture has been paid preceding the date hereof (unless the date hereof is a
May 15 or November 15 to which interest has been paid, in which case from the
date hereof, or unless the date hereof is prior to the first payment of
interest, in which case from November 18, 1998) until payment of said
principal sum has been made or duly provided for. Notwithstanding the
foregoing, unless this Debenture shall be authenticated at a time when there
is an existing default in the payment of interest on the Debentures, if the
date hereof is between May 1 and the immediately following May 15 or is
between November 1 and the immediately following November 15, this Debenture
shall bear interest from such May 15 or November 15; provided, however, that
if the Company shall default in the payment of interest due on such May 15 or
November 15, then this Debenture shall bear interest from the next preceding
date to which interest has been paid or, if no interest has been paid on this
Debenture, from November 18, 1998. The interest so payable on any May 15 or
November 15 will, subject to certain exceptions provided in the Indenture
referred to herein, be paid to the person in whose name this Debenture shall
be registered at the close of business on the May 1 prior to such May 15 or
the November 1 prior to such November 15 unless such May 1 or November 1 shall
be a Legal Holiday (as defined in said Indenture), in which event the next
preceding day that is not a Legal Holiday. Interest will be computed on the
basis of a 360-day year consisting of twelve 30-day months.
This Debenture is one of the duly authorized issue of Debentures of the
Company, designated as set forth herein (the "Debentures"), limited to the
aggregate principal amount of $400,000,000, all issued or to be issued under and
pursuant to an Indenture dated as of June 29, 1998, as amended, modified or
supplemented from time to time (as so amended, modified or supplemented, the
"Indenture"), duly executed and delivered by the Company and U S WEST, Inc. (the
"Guarantor") to The First National Bank of Chicago, as trustee (herein referred
to as the "Trustee"), to which Indenture and all Indentures supplemental thereto
reference is hereby made for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Trustee, the Company, the
Guarantor and the Holders (the words "Holders" or "Holder" meaning the
registered holders or registered holder of the Debentures).
In case an Event of Default shall occur and be continuing, the
principal hereof may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture contains provisions permitting the Company, the Guarantor
and the Trustee, with the written consent of the Holders of a majority in
principal amount of the outstanding Securities of each series affected by a
supplemental indenture (with each series voting as a class), to enter into a
supplemental indenture to add any provisions to or to change or eliminate any
provisions of the Indenture or of any supplemental indenture or to modify, in
each case in any manner not covered by provisions in the Indenture relating to
amendments and waivers without the consent of Holders, the rights of the Holders
of each such series. The Holders of a majority in principal amount of the
outstanding Securities of each series affected by such waiver (with each series
voting as a class), by notice to the Trustee, may waive compliance by the
Company or the Guarantor with any provision of the Indenture, any supplemental
indenture or the Securities of any such series, except a Default in payment of
the principal of or interest on any Security. However, without the consent of
each Holder affected, an amendment or waiver may not: (1) reduce the amount of
Securities whose Holders must consent to an amendment or waiver; (2) change the
rate of or change the time for payment of interest on any Security; (3) change
the principal of or change the fixed maturity of any Security; (4) waive a
Default in the payment of the principal of or interest on any Security; (5) make
any Security payable in money other than that stated in the Security; or (6)
make any change in the provisions of the Indenture: (i) with respect to the
right of the Holders of a majority in principal amount of any series of
Securities, by notice to the Trustee, to waive an existing Default with respect
to that series and its consequences; (ii) with respect to the right of any
Holder of a Security to receive payment of principal of and interest on the
Security, on or after the respective due dates expressed in the Security, the
right of any Holder of a coupon to receive payment of interest due as provided
in such coupon, or the right to bring suit for enforcement of any such payments
on or after their respective dates; and (iii) described in this sentence.
This Debenture will be redeemable at the option of the Company, in
whole at any time or in part from time to time, at a redemption price equal to
the greater of (i) 100% of the principal amount of this Debenture to be redeemed
and (ii) the sum, as determined by the Quotation Agent (as defined below), of
the present values of the principal amount of this Debenture to be redeemed and
the remaining scheduled payments of interest on the principal amount of this
Debenture to be redeemed from the redemption date to November 15, 2018 (the
"Remaining Life"), 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 below) plus 25 basis points,
plus, in either case, accrued interest thereon to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the Remaining
Life that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity with the Remaining Life.
"Comparable Treasury Price" means, with respect to any redemption date,
the average of five Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or if the Trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.
"Reference Treasury Dealer" means each of: J.P. Morgan Securities Inc.,
Lehman Brothers Inc., Merrill Lynch Government Securities Inc. and Salomon Smith
Barney Inc., and their respective successors; provided, however, that if any of
the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual yield to maturity of the Comparable Treasury
Issue, calculated on the third Business Day preceding such redemption date using
a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption
date.
Notice of any redemption will be mailed at least 30 days but not more
than 90 days before the redemption date to the Holder hereof at its registered
address. Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the principal amount
of this Debenture called for redemption.
If money sufficient to pay the redemption price with respect to and
accrued interest on the principal amount of this Debenture to be redeemed on the
redemption date is deposited with the Trustee on or before the redemption date
and certain other conditions are satisfied, then on and after such date,
interest will cease to accrue on the principal amount of this Debenture called
for redemption.
Except as provided above, this Debenture is not redeemable by the
Company prior to maturity and is not subject to any sinking fund.
No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Debenture at the place, at the respective times, at the rate, and in the coin or
currency herein prescribed.
No director, officer, employee or stockholder, as such, of the Company
or the Guarantor shall have any liability for any obligations of the Company
under this Debenture or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creation. Each Holder, by accepting
this Debenture, waives and releases all such liability. The waiver and release
are part of the consideration for the issue of this Debenture and the Guarantee
endorsed hereon.
The laws of the State of New York shall govern the Indenture and this
Debenture.
Ownership of Debentures shall be proved by the register for the
Debentures kept by the Registrar. The Company, the Guarantor, the Trustee and
any agent of the Company may treat the person in whose name a Debenture is
registered as the absolute owner thereof for all purposes.
Terms used herein without definition that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication hereon has been executed by
the Trustee under the Indenture referred to herein by the manual signature of
one of its authorized officers, or on behalf of the Trustee by the manual
signature of an authorized officer of the Trustees authenticating agent, this
Debenture shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or by facsimile, and its corporate seal or a facsimile of its
corporate seal to be imprinted hereon.
Dated: November 18, 1998
U S WEST CAPITAL FUNDING, INC.
By: ______________________________
Name:
Title:
(SEAL)
By: ______________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein, issued
under the Indenture described herein.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:_____________________________________
Authorized Officer
GUARANTEE OF U S WEST, INC.
FOR VALUE RECEIVED, U S WEST, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (the "Guarantor"), hereby
unconditionally guarantees to the holder of the Debenture upon which this
Guarantee is endorsed the due and punctual payment of the principal, premium, if
any, and interest on said Debenture, when and as the same shall become due and
payable, whether at maturity or otherwise, according to the terms thereof and of
the Indenture referred to therein.
The Guarantor agrees to determine, at least one business day prior to
the date upon which a payment of principal, premium, if any, of or interest on
said Debenture is due and payable, whether U S WEST Capital Funding, Inc. (the
"Company") has available the funds to make such payment as the same shall become
due and payable. In case of the failure of the Company punctually to pay any
such principal, premium, if any, or interest, the Guarantor hereby agrees to
cause any such payment to be made punctually when and as the same shall become
due and payable, whether at maturity or otherwise, and as if such payment were
made by the Company.
The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrevocable and absolute, irrespective of the validity,
regularity, or enforceability of said Debenture or the Indenture, dated as of
June 29, 1998 (the "Indenture"), by and among the Company, the Guarantor and The
First National Bank of Chicago, as trustee, the absence of any action to enforce
the same, any waiver or consent by the holder of said Debenture with respect to
any provisions thereof, the recovery of any judgment against the Company or any
action to enforce the same, or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a guarantor. The
Guarantor hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of merger or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest or notice with
respect to said Debenture or indebtedness evidenced thereby and all demands
whatsoever and covenants that this Guarantee will not be discharged except by
complete performance of the obligations contained in said Debenture and in this
Guarantee.
The Guarantor shall be subrogated to all rights of the holder of said
Debenture against the Company in respect to any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not, without the consent of the holders of all of the Debentures
then outstanding, be entitled to enforce or to receive any payments arising out
of or based upon such right of subrogation until the principal, premium, if any,
and interest on all Debentures of the Company known as "6 1/2% Debentures due
2018" shall have been paid in full or payment thereof shall have been provided
for in accordance with said Indenture.
Notwithstanding anything to the contrary contained herein, if following
any payment of principal, premium, if any, or interest by the Company on the
Debentures to the holders of the Debentures it is determined by a final decision
of a court of competent jurisdiction that such payment shall be avoided by a
trustee in bankruptcy (including any debtor-in-possession) as a preference under
11 U.S.C. ss. 547 and such payment is paid by such holder to such trustee in
bankruptcy, then and to the extent of such repayment the obligations of the
Guarantor hereunder shall remain in full force and effect.
This Guarantee shall not be valid or become obligatory for any purpose
with respect to a Debenture until the certificate of authentication of such
Debenture shall have been signed by the Trustee or on its behalf by the
Trustee's authenticating agent.
This Guarantee shall be governed by the laws of the State of New York.
IN WITNESS WHEREOF, U S WEST, Inc. has caused this Guarantee to be
signed in its corporate name by the signature of two of its officers thereunto
duly authorized and has caused its corporate seal to be affixed hereunto.
U S WEST, INC.
By: _________________________________
Name:
Title:
(SEAL)
By: _________________________________
Name:
Title:
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
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Please insert social security number or other identifying number of
assignee:
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Please print or type name and address (including zip code) of assignee:
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the within Debenture and all rights thereunder, hereby irrevocably
constituting and appointing _____________________ attorney to transfer said
Debenture of U S WEST Capital Funding, Inc. on the books of U S WEST Capital
Funding, Inc, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of this Debenture in every particular without
alteration or enlargement or any change whatsoever.