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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 24, 1994
U S WEST, INC.
A Colorado Commission File IRS Employer Identification
Corporation Number 1-8611 No. 84-0926774
7800 East Orchard Road, Englewood, Colorado 80111
Telephone Number (303) 793-6500
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Item 7. Exhibits
4.1 Termination Agreement and Guarantee (the
"Agreement") made and entered into on the 24th day of June, 1994,
by and among U S WEST, Inc., U S WEST Capital Corporation, and
U S WEST Financial Services, Inc. The Agreement terminates the
Amended and Restated Support and Capital Subscription Agreement
dated as of January 5, 1990 which is incorporated by reference
in Registration Statements (Nos. 33-30041, 33-30041-01, 33-25538,
and 33-25538-01) on Form S-3 of U S WEST, Inc. and U S WEST
Financial Services, Inc. (Exhibit 4 to Form SE filed on April 20,
1990, File No. 1-8611).
4.2 Second Supplemental Indenture dated as of June 24,
1994, among U S WEST Financial Services, Inc., U S WEST, Inc.,
and The Chase Manhattan Bank, N.A.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
U S WEST, Inc.
/s/ STEPHEN E. BRILZ
By __________________________
Stephen E. Brilz
Senior Attorney and
Assistant Secretary
Dated: June 24, 1994
EXHIBIT 4.1
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TERMINATION AGREEMENT AND GUARANTEE
THIS TERMINATION AGREEMENT AND GUARANTEE ("Agreement"), is
made and entered into this 24th day of June, 1994, by and among
U S WEST, Inc., a Colorado corporation ("U S WEST"), U S WEST
Capital Corporation, a Colorado corporation and wholly-owned
subsidiary of U S WEST ("Capital Corp."), and U S WEST Financial
Services, Inc., a Colorado corporation and wholly-owned
subsidiary of Capital Corp. ("USWFS").
WHEREAS, U S WEST, Capital Corp. and USWFS have entered into
an Amended and Restated Support and Capital Subscription
Agreement dated as of January 5, 1990 (the "Support Agreement"),
pursuant to which U S WEST agreed to provide financial support to
USWFS in order to assist USWFS to borrow funds at the most
favorable terms possible;
WHEREAS, U S WEST, Capital Corp. and USWFS desire to
terminate the Support Agreement and provide replacement financial
support with a direct guarantee by U S WEST of all outstanding
indebtedness of USWFS for money borrowed;
WHEREAS, pursuant to Paragraph 7 of the Support Agreement,
U S WEST, Capital Corp. and USWFS may terminate the Support
Agreement with respect to any Debt (as therein defined) if two
nationally recognized statistical rating organizations confirm in
writing that their ratings for such Debt would remain the same
after such termination; and
WHEREAS, two such nationally recognized statistical rating
organizations have confirmed to USWFS in writing that their
rating for the Outstanding Securities (as herein defined) of
USWFS will remain the same if the Support Agreement is replaced
with a direct guarantee by U S WEST of such Outstanding
Securities on the terms provided herein.
NOW, THEREFORE, in consideration of the following agreements
and covenants, U S WEST, Capital Corp. and USWFS agree as
follows:
1. TERMS DEFINED. Unless the context requires otherwise,
the following terms shall for all purposes of this Agreement have
the meanings herein specified and the following definitions shall
be equally applicable to both the singular and plural forms of
any of the terms herein defined.
a. The term "Outstanding Securities" shall mean all
indebtedness for money borrowed of USWFS evidenced by senior debt
securities issued under that certain Indenture, dated as of
November 1, 1986, among U S WEST, USWFS and The Chase Manhattan
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Bank, N.A., as trustee (the "Trustee"), as amended by that
certain First Supplemental Indenture dated as of September 24,
1990 (the "Indenture"), and outstanding as of the date of this
Agreement and listed on the Schedule attached hereto.
b. The term "Lender" shall mean any person or entity
to whom USWFS is obligated under the Outstanding Securities.
2. GUARANTEE BY U S WEST OF OUTSTANDING SECURITIES. For
the benefit of each Lender, U S WEST hereby absolutely and
unconditionally guarantees the due and punctual payment without
set off or counterclaim of the principal of (and premium, if any)
and interest, if any, on all Outstanding Securities and the due
and punctual payment of any sinking fund payments provided for
pursuant to the terms of such Outstanding Securities, when and as
the same shall become due and payable, whether on the maturity
date thereof, by declaration of acceleration, call for redemption
or otherwise, in accordance with the terms thereof and of the
Indenture. In case of the failure of USWFS punctually to make
any such payment of principal, premium, interest or sinking fund
payment, U S WEST shall cause any such payment to be made
punctually when and as the same shall become due and payable,
whether on the maturity date thereof or by declaration of
acceleration, call for redemption or otherwise, and as if such
payment were made by USWFS. Such guarantee is hereinafter called
the "Guarantee". The Guarantee shall continue to be effective or
be reinstated, as the case may be, if at any time any payment
made in respect of any of the Outstanding Securities, in whole or
in part, is rescinded or must otherwise be returned by any Lender
to USWFS or U S WEST upon the insolvency, bankruptcy or
reorganization of USWFS or otherwise, all as though such payment
had not been made.
This Guarantee is a guarantee of payment and not collection,
and the obligations of U S WEST hereunder shall be as if it were
principal debtor and not merely surety, and shall be absolute,
irrevocable and unconditional, irrespective of, and shall be
unaffected by, any invalidity, irregularity or unenforceability
of any of the Outstanding Securities or the Indenture, any
failure to enforce the provisions of any of the Outstanding
Securities or the Indenture, or any waiver, modification or
indulgence granted to USWFS with respect thereto by the
registered holders of the Outstanding Securities or the Trustee,
the recovery of any judgment against USWFS or any action to
enforce the same, or any other circumstance which may otherwise
constitute a legal or equitable discharge of a surety or
guarantor; provided, however, that, notwithstanding the
foregoing, no such waiver, modification or indulgence shall,
without the prior written consent of U S WEST, increase the
principal amount of the Outstanding Securities, or increase the
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rate of interest thereon or increase any premium payable upon
redemption thereof or increase any sinking fund payment required
under such Outstanding Securities except as and to the extent
that any such increase is pursuant to the terms of the
Outstanding Securities or of the Indenture as currently in
effect. U S WEST hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or
bankruptcy of USWFS, any right to require a proceeding first
against USWFS, protest or notice with respect to any of the
Outstanding Securities or the indebtedness evidenced thereby or
with respect to any sinking fund payment required under any of
the Outstanding Securities and all demands whatsoever, and
covenants that the Guarantee will not be discharged except by
payment in full of the principal of, any premium and interest on,
and any sinking fund payments required with respect to, the
Outstanding Securities and the complete performance of all other
obligations contained in the Outstanding Securities and the
Guarantee.
U S WEST shall be subrogated to all rights of the registered
holders of the Outstanding Securities against USWFS in respect of
any amounts paid to such registered holders by U S WEST pursuant
to the provisions of the Guarantee; provided, however, that U S
WEST shall not be entitled to enforce, or to receive any payments
arising out of or based upon, such right of subrogation until the
principal of, any premium and interest on, and any sinking fund
payments required with respect to, all Outstanding Securities
shall have been paid in full.
Subject to the rights of other creditors of U S WEST set
forth in this Guarantee and in the Indenture, no reference herein
to the Indenture and no provision of the Guarantee or of the
Indenture shall alter or impair the guarantee of U S WEST, which
is absolute and unconditional, of the due and punctual payment of
the principal of, any premium and interest on, and any sinking
fund payments with respect to, the Outstanding Securities.
U S WEST consents to the service of process in, and agrees
to accept the jurisdiction of any state or federal court in, the
city and state of New York with respect to any claim under or
arising out of this Guarantee.
3. AMENDMENTS. This Agreement may be supplemented or
modified provided that no such supplement or modification
adversely affects the rights of any of the parties hereunder or
any Securityholder, as defined in the Indenture, in any material
way.
4. TERMINATION OF SUPPORT AGREEMENT. This Agreement
terminates the effectiveness of all terms and provisions of the
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Support Agreement as to indebtedness of USWFS outstanding as of
the date of this Agreement covered by the Support Agreement.
5. APPLICABLE LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York
applicable to agreements and instruments made and to be performed
wholly within such jurisdiction.
6. CAPTIONS. The descriptive headings of this Agreement
are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
7. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each executed counterpart constituting an
original but all together only one agreement.
8. SUCCESSORS AND ASSIGNS. This Agreement and all
obligations of the parties hereunder shall be binding upon their
respective successors and assigns, and shall, together with all
rights of the parties hereunder, inure to the benefit of such
respective successors and assigns.
WITNESS our hands the year and day above written.
U S WEST, INC.
By:
-------------------------------
Title:
U S WEST CAPITAL CORPORATION
By:
--------------------------------
Title:
U S WEST FINANCIAL SERVICES, INC.
By:
--------------------------------
Title:
EXHIBIT 4.2
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SECOND SUPPLEMENTAL INDENTURE
Dated as of June 24, 1994
This Second Supplemental Indenture, dated as of June 24,
1994, is among U S WEST Financial Services, Inc., a corporation
organized and existing under the laws of the State of Colorado
(the "Company"), U S WEST, Inc., a corporation organized and
existing under the laws of the State of Colorado ("U S WEST" or
the "Guarantor"), and The Chase Manhattan Bank, N.A., a national
banking association duly organized under the laws of the United
States of America (the "Trustee").
RECITALS:
A. The Company, U S WEST and the Trustee have executed and
delivered an Indenture, dated as of November 1, 1986 (the
"Original Indenture"), as amended by the First Supplemental
Indenture, dated as of September 24, 1990 (the "First Supple-
mental Indenture" and, together with the Original Indenture, the
"Indenture").
B. The Securities issued under the Indenture have the
benefit of an Amended and Restated Support and Capital
Subscription Agreement (the "Support Agreement"), dated as of
January 5, 1990, among U S WEST, U S WEST Capital Corporation, a
Colorado corporation and wholly-owned subsidiary of U S WEST
("Capital Corp."), and the Company, pursuant to which U S WEST
agreed to provide financial support to the Company.
C. U S WEST, Capital Corp. and the Company purpose to
terminate the Support Agreement and replace it with a direct
guarantee by U S WEST of all outstanding indebtedness of the
Company for money borrowed, including the indebtedness evidenced
by the Securities issued under the Indenture.
D. The Company and U S WEST have, by appropriate corporate
action, duly resolved and determined to execute this Second
Supplemental Indenture for the purposes of providing for the
termination of the Support Agreement and setting forth certain
rights and obligations of U S WEST, in its capacity as payment
guarantor with respect to the Securities.
E. Section 9.01 of the Indenture provides that the Company,
U S WEST and the Trustee may enter into one or more supplemental
indentures without the consent of any Securityholder for certain
specified purposes, including to make any change that does not
adversely affect the rights of any Securityholder in any material
respect.
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F. Simultaneously with the delivery of this Second Supple-
mental Indenture, the Company is furnishing to the Trustee its
certificate and opinion to the effect that all conditions
precedent to the execution of this Second Supplemental Indenture
have been complied with.
NOW, THEREFORE, it is agreed as follows:
ARTICLE ONE
Relation to Indenture; Definitions
Section 1.01 This Second Supplemental Indenture constitutes
an integral part of the Indenture.
Section 1.02 For all purposes of this Second Supplemental
Indenture:
(1) Capitalized terms used herein without definition
shall have the meanings specified in the Indenture.
(2) All references herein to Articles and Sections,
unless otherwise specified, refer to the corresponding Articles
and Sections of the Indenture as amended by this Second
Supplemental Indenture.
(3) The terms "hereof," "herein," "hereby," "hereto,"
"hereunder," and "herewith" refer to this Second Supplemental
Indenture.
ARTICLE TWO
Amendments to the Indenture
Section 2.01. DEFINITIONS. Section 1.01 of the Indenture
is amended so that the following definitions are added thereto or
amended to read as follows:
"Guarantee" means the unconditional guarantee of the
payment of the principal of or any premium or interest on the
Outstanding Securities (as defined in the Guarantee Agreement) by
the Guarantor, as set forth in the Guarantee Agreement.
"Guarantee Agreement" means the Termination Agreement
and Guarantee dated as of June 24, 1994 among the Company, U S
WEST and Capital Corp.
"Guarantor" means U S WEST until a successor shall
become such pursuant to the applicable terms of the Guarantee
Agreement and thereafter "Guarantor" shall mean such successor.
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"Guarantor's Officers' Certificate" means a certificate
signed by the President, any Executive Vice-President or any
Vice-President of the Guarantor and by any other Officer of the
Guarantor.
"Officer" means, with respect to the Company or the
Guarantor, the President, any Executive Vice-President, Vice-
President, the Treasurer, any Assistant Treasurer, the Secretary,
any Assistant Secretary, the Controller or any Assistant
Controller.
"Opinion of Counsel" means a written opinion of legal
counsel who is acceptable to the Company or the Guarantor, as the
case may be. The counsel may be an employee of or counsel to the
Company or the Guarantor, as the case may be.
Section 2.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE
ACT. Section 1.03 of the Indenture is amended by replacing the
definition of "obligor" with the following:
"Obligor" on the indenture securities means the Company
and U S WEST, if and as long as U S WEST is liable with respect
to any payment of principal of, premium, if any, and interest on
any Security as a result of the Company's default in the timely
payment of any amount due with respect to any Security.
Section 2.03. REGISTRAR AND PAYING AGENT. Section 2.04 of
the Indenture is replaced by the following:
The Company or the Guarantor shall maintain in the
Borough of Manhattan, The City of New York, State of New York, an
office or agency where Registered Securities may be presented for
registration of transfer or for exchange ("Registrar") and an
office or agency in The City of New York, where (subject to
Sections 2.05 and 2.08) Securities may be presented for payment
("Paying Agent"). With respect to any Series of Securities
issued in whole or in part as Unregistered Securities, the
Company or the Guarantor shall maintain one or more Paying Agents
located outside the United States and its possessions and shall
maintain such Paying Agents for a period of two years after the
principal of such Unregistered Securities has become due and
payable. During any period thereafter for which it is necessary
in order to conform to United States tax law or regulations, the
Company or the Guarantor will maintain a Paying Agent outside the
United States and its possessions to which the Unregistered
Securities or coupons appertaining thereto may be presented for
payment and will provide the necessary funds therefor to such
Paying Agent upon reasonable notice. The Registrar shall keep a
register with respect to each Series of Securities issued in
whole or in part as Registered Securities and as to their
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transfer and exchange. The Company or the Guarantor may appoint
one or more co-Registrars and one or more additional Paying
Agents for each Series of Securities and the Company or the
Guarantor may terminate the appointment of any co-Registrar or
Paying Agent at any time upon notice. The term "Registrar"
includes any co-Registrar. The term "Paying Agent" includes any
additional Paying Agent. The Company or the Guarantor shall
notify the Trustee of the name and address of any Agent not a
party to this Indenture. If the Company or the Guarantor fails
to maintain a Registrar or Paying Agent, the Trustee shall act as
such.
The Company and the Guarantor each initially appoints
the Trustee as Registrar and Paying Agent.
Section 2.04. PAYING AGENT TO HOLD MONEY IN TRUST. Section
2.06 of the Indenture is replaced by the following:
The Company shall require each Paying Agent other than
the Trustee to agree in writing that the Paying Agent will hold
in trust, for the benefit of Securityholders of any or all Series
of Securities, or the Trustee, all money held by the Paying Agent
for the payment of principal or interest on such Series of
Securities, and that the Paying Agent will notify the Trustee of
any default by the Company or the Guarantor in making any such
payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the
Trustee. If the Company or a subsidiary acts as Paying Agent, it
shall segregate the money held by it for the payment of principal
or interest on any Series of Securities and hold such money as a
separate trust fund. The Company or the Guarantor at any time
may require a Paying Agent to pay all money held by it to the
Trustee. Upon so doing the Paying Agent shall have no further
liability for the money so paid.
Section 2.05. REPLACEMENT SECURITIES. Sections 2.09 (b),
(c) and (d) of the Indenture are replaced by the following:
(b) If the Holder of a Security claims that the
Security or any coupon appertaining thereto has been lost,
destroyed or wrongfully taken, the Company shall issue and the
Trustee shall authenticate a replacement Registered Security, if
such Holder's claim pertains to a Registered Security, or a
replacement Unregistered Security with coupons corresponding to
the coupons appertaining to the lost, destroyed or wrongfully
taken Unregistered Security or the Unregistered Security to which
such lost, destroyed or wrongfully taken coupon appertains, if
such Holder's claim pertains to an Unregistered Security, of the
same Series and containing identical terms and provisions, if the
Trustee's requirements are met; provided, however, that the
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Trustee, the Company or the Guarantor may require any such Holder
to provide to the Trustee, the Company or the Guarantor security
or indemnity sufficient in their judgment to protect each of them
and any Agent or any authenticating agent from any loss which any
of them may suffer if a Security is replaced. The Company may
charge the party requesting a replacement Security for its
expenses in replacing a Security.
(c) Every replacement Security is an additional
obligation of the Company and the Guarantor.
(d) Notwithstanding anything to the contrary contained
herein, replacement Securities need not be issued under any of
the circumstances described in Section 2.09 if the Company, the
Guarantor or the Trustee has notice that the mutilated, lost,
destroyed or wrongfully taken Security has been acquired by a
bona fide purchaser.
Section 2.06. CANCELLATION. Section 2.13 of the Indenture
is replaced by the following:
The Company or the Guarantor at any time may deliver
Securities and coupons to the Trustee for cancellation. The
Registrar and the Paying Agent shall forward to the Trustee any
Securities and coupons surrendered to them for registration of
transfer, or for exchange or payment. Except as authorized by
this Indenture, the Trustee shall cancel all Securities and
coupons surrendered for registration of transfer, or for
exchange, payment or cancellation and may dispose of cancelled
Securities and coupons as the Company or the Guarantor, as the
case may be, directs; provided, however, that any Unregistered
Securities of a Series delivered to the Trustee for exchange
prior to maturity shall be retained by the Trustee for reissue as
provided herein or in the Securities of such Series. The Company
may not issue new Securities to replace Securities that it or the
Guarantor has paid or delivered to the Trustee for cancellation.
Section 2.07. SUPPORT AGREEMENT. Section 2.15 of the
Indenture is deleted.
Section 2.08. WHEN THE COMPANY MERGES, ETC. Section 5.01
of the Indenture is amended by adding the following after the
first paragraph:
No such consolidation, merger, transfer or lease shall
be permitted by this Section 5.01 unless prior thereto the
Guarantor shall have delivered to the Trustee a Guarantor's
Officers' Certificate and an Opinion of Counsel, each stating
that the Guarantor's obligations under the Guarantee Agreement
<PAGE> 6
and the Guarantee shall remain in full force and effect there-
after.
Section 2.09. WHEN THE GUARANTOR MAY MERGE, ETC. Article 5
of the Indenture is amended by adding the following:
Section 5.02. WHEN THE GUARANTOR MAY MERGE, ETC. The
Guarantor may consolidate with, or merge into, or be merged into,
or transfer or lease its properties and assets substantially as
an entirety to, any person provided (i) the person is a
corporation, (ii) the person assumes by supplemental indenture
all the obligations of the Guarantor under the Securities and any
coupons appertaining thereto and under this Indenture, (iii) the
person expressly assumes by an appropriate instrument, in form
satisfactory to the Trustee, the obligations of the Guarantor
under the Guarantee Agreement and the Guarantee and (iv) after
giving effect thereto, no Default or Event of Default shall have
occurred and be continuing. Thereafter all such obligations of
the Guarantor shall terminate.
Section 2.10. EVENTS OF DEFAULT. Sections 6.01 of the
Indenture is replaced by the following:
In "Event of Default" occurs with respect to the
Securities of any Series if:
(1) a default in the payment of interest on any
Security of that Series occurs when the same becomes due and
payable and the Default continues for a period of 90 days;
(2) a default in the payment of the principal of any
Security of that Series occurs when the same becomes due and
payable at maturity, upon redemption or repayment or otherwise;
(3) the Company or the Guarantor fails to comply with
any of its other agreements in the Securities of that Series, in
this Indenture or in any supplemental indenture under which the
Securities of that Series may have been issued and the Default
continues for the period and after the notice specified below;
(4) the Company or the Guarantor pursuant to or within
the meaning of any Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief
against it in an involuntary case,
(C) consents to the appointment of a Custodian of
it for all or substantially all of its property, or
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(D) makes a general assignment for the benefit of
its creditors; or
(5) a court of competent jurisdiction enters an order
under any Bankruptcy Law that:
(A) is for relief against the Company or the
Guarantor in an involuntary case,
(B) appoints a Custodian of the Company or the
Guarantor for all or substantially all of its property, or
(C) orders the liquidation of the Company or the
Guarantor, and the order or decree remains unstayed and in effect
for 90 days.
(6) The Guarantee Agreement is not (or is claimed by
U S WEST not to be) in full force and effect or the Guarantee is
purported to be modified, amended or terminated, other than
strictly in accordance with its terms, without the consent of the
Securityholders.
The term "Bankruptcy Law" means Title 11, U.S. Code or
any similar federal or state law for the relief of debtors. The
term "Custodian" means any receiver, trustee, assignee,
liquidator or similar official under any Bankruptcy Law.
A Default under clause (3) is not an Event of Default
until the Trustee or the Holders of at least 25% in principal
amount of all the outstanding Securities of that Series notify
the Company and U S WEST (and the Trustee in the case of
notification by such Holders) of the Default and the Company or U
S WEST, as the case may be, does not cure the Default within 90
days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is
a "Notice of Default".
Section 2.11. ACCELERATION. Section 6.02 of the Indenture
is replaced by the following:
If an Event of Default occurs with respect to the
Securities of any Series and is continuing, the Trustee, by
notice to the Company and the Guarantor, or the Holders of at
least 25% in principal amount of all of the outstanding
Securities of that Series, by notice to the Company, the
Guarantor and the Trustee, may declare the principal (or, if the
Securities of that Series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the
terms of that Series) of all the Securities of that Series to be
<PAGE> 8
due and payable. Upon such declaration, such principal (or, in
the case of Original Issue Discount Securities, such specified
amount) shall be due and payable immediately. The Holders of a
majority in principal amount of all of the Securities of that
Series, by notice to the Trustee, may rescind such a declaration
and its consequences if the rescission would not conflict with
any judgment or decree and if all existing Events of Default have
been cured or waived except nonpayment of principal or interest
that has become due solely because of the acceleration.
Section 2.12. OTHER REMEDIES AVAILABLE TO THE TRUSTEE.
Section 6.03(a) of the Indenture is replaced by the following:
(a) If an Event of Default occurs and is continuing,
the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Securities of the
Series that is in default or to enforce the performance of any
provision of the Securities of that Series or this Indenture and
any supplemental indenture or the Guarantee.
Section 2.13. COLLECTION SUITS BY THE TRUSTEE. Section
6.08 of the Indenture is replaced by the following:
If an Event of Default specified in Section 6.01(1) or
(2) occurs and continues for the period specified therein, if
any, the Trustee may recover judgment in its own name and as
trustee of an express trust against the Company or the Guarantor
for the whole amount of such principal and interest then in
default.
Section 2.14. TRUSTEE MAY FILE PROOFS OF CLAIM. Section
6.09 of the Indenture is replaced by the following:
The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to
have the claims of the Trustee and the Securityholders allowed in
any judicial proceedings relating to the Company, the Guarantor,
their creditors or their property.
Section 2.15. RIGHTS OF TRUSTEE. Section 7.02(b) of the
Indenture is replaced by the following:
(b) Before the Trustee acts or refrains from acting,
it may consult with counsel or require an Officers' Certificate,
a Guarantor's Officers' Certificate or an Opinion of Counsel.
The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on a Board Resolution, the
written advice of counsel acceptable to the Company, the
Guarantor and the Trustee, a certificate of an Officer or
Officers delivered pursuant to Section 2.02(b), an Officers'
<PAGE> 9
Certificate, a Guarantor's Officers' Certificate or an Opinion of
Counsel.
Section 2.16. REPORTS BY THE TRUSTEE TO HOLDERS. Section
7.06(b) of the Indenture is replaced by the following:
(b) At the time that it mails such a report to
Securityholders of any Series, the Trustee shall file a copy of
that report with the SEC and with each stock exchange on which
the Securities of that Series are listed. The Company or the
Guarantor shall provide written notice to the Trustee when the
Securities of any Series are listed on any stock exchange.
Section 2.17. COMPENSATION AND INDEMNITY. Sections
7.07(a), (b), (c) and (d) of the Indenture are replaced by the
following:
(a) The Company or the Guarantor shall pay to the
Trustee from time to time reasonable compensation for its
services. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The
Company or the Guarantor shall reimburse the Trustee upon request
for all reasonable out-of-pocket expenses incurred by it in
connection with the performance of its duties under this
Indenture. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.
(b) The Company and the Guarantor shall indemnify the
Trustee against any loss or liability incurred by it arising out
of or in connection with its acceptance or administration of the
trust or trusts hereunder. Promptly after receipt by the Trustee
of notice of a claim for which it may seek indemnity, the Trustee
shall notify the Company and the Guarantor of such claim. The
Company and the Guarantor shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate
counsel, and the Company and the Guarantor shall pay the
reasonable fees and expenses of such counsel. The Company and
the Guarantor need not pay for any settlement made without its
consent.
(c) The Company and the Guarantor need not reimburse
any expense or indemnify against any loss or liability incurred
by the Trustee through negligence or bad faith.
(d) To secure the payment obligations of the Company
and the Guarantor pursuant to this Section, the Trustee shall
have a lien prior to the Securities of any Series on all money or
property held or collected by the Trustee, except that held in
trust to pay principal and interest on particular Securities of a
Series.
<PAGE> 10
Section 2.18. REPLACEMENT OF TRUSTEE. Sections 7.08(b),
(c), (d) and (f) are replaced by the following:
(b) The Trustee may resign with respect to the
Securities of any Series by so notifying the Company and the
Guarantor. The Holders of a majority in principal amount of the
Securities of any Series may remove the Trustee with respect to
that Series by so notifying the Trustee, the Company and the
Guarantor, and may appoint a successor Trustee for such Series
with the Company's and the Guarantor's consent. The Company or
the Guarantor may remove the Trustee with respect to Securities
of any Series if:
(1) the Trustee fails to comply with Section
7.10;
(2) the Trustee is adjudged a bankrupt or an
insolvent;
(3) a receiver or public officer takes charge of
the Trustee or its property; or
(4) the Trustee becomes incapable of acting.
(c) If the Trustee resigns or is removed or if a
vacancy exists in the office of Trustee for any reason, with
respect to Securities of any Series, the Company and the
Guarantor shall promptly appoint a successor Trustee for such
Series.
(d) If a successor Trustee with respect to the
Securities of any Series does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring
Trustee, the Company, the Guarantor or the Holders of a majority
in principal amount of the Securities of the applicable Series
may petition any court of competent jurisdiction for the
appointment of a successor Trustee.
(f) A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the
Company and the Guarantor. Thereupon, the resignation or removal
of the retiring Trustee for any Series of Securities shall become
effective, and the successor Trustee shall have all the rights,
powers and duties of the retiring Trustee with respect to all
Series of Securities for which the successor Trustee is to be
acting as Trustee under this Indenture. The retiring Trustee
shall promptly transfer all property held by it as Trustee with
respect to such Series of Securities to the successor Trustee
subject to the lien provided for in Section 7.07. The Company or
the Guarantor shall give notice of each appointment of a
successor Trustee for any Series of Securities by publishing
notice of such event once in an Authorized Newspaper in each of
The City of New York, London, and, if Securities of that Series
<PAGE> 11
are listed on The Luxembourg Stock Exchange, Luxembourg, and by
mailing written notice of such event by first-class mail to the
Holders of Securities of such Series entitled to receive reports
pursuant to Section 4.02(c).
Section 2.19. TERMINATION OF THE COMPANY'S AND THE
GUARANTOR'S OBLIGATIONS. Section 8.01(b) of the Indenture is
replaced by the following:
(b) However, the Company's obligations in Sections
2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 7.07, 7.08, 8.03 and
8.04, and the Guarantor's obligations in Sections 2.04, 2.06,
2,09, 7.07, 7.08, 8.03 and 8.04 shall survive until the
Securities are no longer outstanding. Thereafter the Company's
and the Guarantor's obligations in Sections 7.07, 8.03 and 8.04
shall survive.
Section 2.20. REPAYMENT TO THE COMPANY AND THE GUARANTOR.
Section 8.03 of the Indenture is retitled "Repayment to the
Company and the Guarantor" and is replaced by the following:
(a) The Trustee and the Paying Agent shall promptly
pay to the Company (or to the Guarantor if deposited by the
Guarantor) upon request any money or securities held by them at
any time in excess of that required for the payment of principal
or interest on the Securities subject to the provisions of
Section 7.07(d).
(b) The Trustee and the Paying Agent shall pay to the
Company (or to the Guarantor if deposited by the Guarantor) upon
request any money held by them for the payment of principal or
interest that remains unclaimed for two years. After that,
Securityholders entitled to the money must look to the Company or
to the Guarantor for payment as general creditors unless an
abandoned property law designates another person.
Section 2.21. WITHOUT CONSENT OF HOLDERS. Section 9.01(4)
of the Indenture is replaced by the following:
(4) to add to the covenants of the Company or the
Guarantor, for the benefit of the Holders of all or any Series of
Securities (and if such covenants are to be for the benefit of
less than all Series of Securities, stating that such covenants
are expressly being included solely for the benefit of such
Series) or to surrender any right or power herein conferred upon
the Company or the Guarantor;
Section 2.22. CERTIFICATE AND OPINION AS TO CONDITIONS
PRECEDENT. Section 11.04 of the Indenture is replaced by the
following:
<PAGE> 12
Upon any request or application by the Company or the
Guarantor to the Trustee to take any action under this Indenture,
the Company or the Guarantor, as the case may be, shall furnish
to the Trustee:
(1) an Officer's Certificate or a Guarantor's
Officers' Certificate, as the case may be, stating that, in the
opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action
have been complied with; and
(2) an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been
complied with.
Section 2.23. SECURITIES IN FOREIGN CURRENCIES. Section
11.12 of the Indenture is replaced by the following:
Whenever this Indenture provides for (i) any action by,
or the determination of any of the rights of, Holders of
Securities of any Series in which some or all of such Securities
are denominated in a currency other than U.S. dollars, or (ii)
any distribution to Holders of Securities, unless otherwise
specified as contemplated by Section 2.02 for Securities of such
Series, any amount in respect of any Security denominated in a
currency other than United States dollars shall be treated for
any such action or distribution as that amount of United States
dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date for such action,
determination of rights or distribution (or, if there shall be no
applicable record date, such other date reasonably proximate to
the date or such action, determination of rights or distribution)
as the Company or the Guarantor may specify in a written notice
to the Trustee or, in absence of such written notice, as the
Trustee may determine.
ARTICLE THREE
Miscellaneous
Section 3.01 CONTINUED EFFECTIVENESS OF INDENTURE. Except
as amended hereby, the Indenture shall continue in full force and
effect.
Section 3.02 PURPOSE. The purpose of this Second
Supplemental Indenture is to effect the amendments set forth
herein. The Company and the Guarantor warrant that all the
conditions and requirements necessary to make this Second
Supplemental Indenture, when duly executed and delivered, a valid
<PAGE> 13
and binding agreement in accordance with its terms and for the
purposes herein expressed, have been performed and fulfilled.
Section 3.03 RIGHTS OF TRUSTEE. The Trustee executes this
Second Supplemental Indenture only on the condition that it shall
have and enjoy with respect thereto all of the rights, duties,
and immunities as set forth in the Indenture.
Section 3.04 COUNTERPARTS. This Second Supplemental
Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together
constitute but one instrument.
<PAGE> 14
IN WITNESS WHEREOF, U S WEST Financial Services, Inc. and
U S WEST, Inc. have caused this Second Supplemental Indenture to
be signed and acknowledged by their respective Presidents, or one
of their respective Vice-Presidents, Treasurers, or Assistant
Treasurers, and their respective corporate seals to be affixed
hereunto and the same to be attested by their respective
Secretaries or Assistant Secretaries; and The Chase Manhattan
Bank, N.A. has cause this Second Supplemental Indenture to be
signed and acknowledged by its President, or one of its Vice-
Presidents or Trust Officers, and its corporate seal to be
affixed hereunto and the same to be attested by one of its Vice-
Presidents or one of its Trust Officers. Executed this 24th day
of June, 1994.
U S WEST Financial Services, Inc.
By:
--------------------------------
Title:
(SEAL)
Attest:
- - ------------------------------
U S WEST, Inc.
By:
--------------------------------
Title:
(SEAL)
Attest:
- - ------------------------------
The Chase Manhattan Bank, N.A.
By:
--------------------------------
Title:
(SEAL)
Attest:
- - -----------------------------
