EXHIBIT (b)(3)
[CONFORMED COPY]
AMENDMENT NO. 1 TO CREDIT AGREEMENTS
AMENDMENT dated as of June 30, 1998 to the 364-Day Credit Agreement dated
as of May 8, 1998 and the Five-Year Credit Agreement dated as of May 8, 1998
(individually a "Credit Agreement" and together, the "Credit Agreements") among
U S WEST CAPITAL FUNDING, INC. (the "Borrower"), U S WEST, INC. (formerly named
USW-C, Inc.), the BANKS listed on the signature pages thereto (the "Banks") and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Administrative Agent (the
"Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreements to modify
a condition to borrowing;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in a Credit Agreement has
the meaning assigned to such term in such Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in a Credit Agreement shall, after this Amendment becomes effective,
refer to such Credit Agreement as amended hereby.
Section 2. Amendment of Section 5.06(a). Section 5.06(a) of each of the
Credit Agreements is amended and restated in its entirety to read as follows:
(a) Prior to the Separation, total Debt of all Consolidated Subsidiaries
(excluding Debt of (i) the Borrower and (ii) a Consolidated Subsidiary to
the Company or to a Wholly-Owned Consolidated Subsidiary) ("Subsidiary
Debt") will at no time exceed 250% of Consolidated Net Worth.
Section 3. Representations of Borrower. The Borrower represents and
warrants that (i) the representations and warranties of the Borrower set forth
in Article 4 of each Credit Agreement will be true on and as of the Amendment
Effective Date and (ii) no Default will have occurred and be continuing on such
date.
Section 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
Section 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Section 6. Effectiveness. This Amendment shall become effective as of the
date hereof on the date (the "Amendment Effective Date") when the Agent shall
have received from each of the Borrower and the Required Banks (as defined in
each Credit Agreement) a counterpart hereof signed by such party or facsimile or
other written confirmation (in form satisfactory to the Agent) that such party
has signed a counterpart hereof;
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
U S WEST CAPITAL FUNDING, INC.
By /s/ Xxxxxx. O McGimpsey
------------------------
Title: Assistant Secretary
U S WEST, INC.
(FORMERLY NAMED USW-C, INC.)
By /s/ Xxxxxx X. XxXxxxxxx
------------------------
Title: Assistant Secretary
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XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ Xxxx X. Xxxxxxx
--------------------
Title: Vice President
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By /s/ Xxxx Xxxxxxxxxxx
---------------------
Title: Vice President
THE CHASE MANHATTAN BANK
By /s/ Xxx X. Xxxxx
-----------------
Title: Vice President
MELLON BANK, N.A.
By /s/ Xxxxx XxXxxxx
------------------
Title: Vice President
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ABN AMRO BANK N.V.
By /s/ Xxxxxx X. Xxxxxx
---------------------
Title: Vice President
By /s/ Xxxxxx Xxxxxx
------------------
Title: Vice President
THE BANK OF NEW YORK
By /s/ Xxxxx X. Xxxxxxxx
----------------------
Title: Vice President
BANK ONE, COLORADO, N.A.
By /s/ Xxxxx X. Xxxxxxx
---------------------
Title: Vice President
CITIBANK, N.A.
By /s/ P. M. Xxxxxxx
------------------
Title: Attorney-In-Fact
KEYBANK NATIONAL ASSOCIATION
By /s/ Xxxx Xxxxx
---------------
Title: Commercial Banking Officer
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NATIONSBANK, N.A.
By /s/ Xxxxxxx X. Xxxxxxxx
------------------------
Title: Senior Vice President
COMMERZBANK AG LOS ANGELES
BRANCH
By /s/ Christian Jagenberg
------------------------
Title: Senior Vice President and Manager
By /s/ Xxxx Xxxxxxxx
------------------
Title: Vice President
FLEET NATIONAL BANK
By /s/ Xxx Xxxxxxxx
-----------------
Title: Vice President
CANADIAN IMPERIAL BANK OF
COMMERCE
By /s/ Xxxxxx Xxxxxxx
-------------------
Title: Executive Director
CIBC Xxxxxxxxxxx Corp.,
As Agent
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BANKERS TRUST COMPANY
By /s/ Xxxx X. Xxxxxxxx
---------------------
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------
Title: Corporate Banking Officer
KBC BANK N.V.
By /s/ Xxxxxx Xxxxxxxx
--------------------
Title: First Vice President
By /s/ Xxxxxx Xxxxx
-----------------
Title: Deputy General Manager
THE ROYAL BANK OF SCOTLAND PLC
By /s/ X.X. Xxxxx
---------------
Title: Senior Relationship Manager
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XXXXX FARGO BANK, N.A.
By /s/ Xxxxxxxxx X. Xxxxxxx
-------------------------
Title: Vice President
By /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Title: Senior Vice President
BANK OF HAWAII
By /s/ Xxxx X. Xxxxxxxxx
----------------------
Title: Vice President
BARCLAYS BANK PLC
By /s/ Xxx Xxx
------------
Title: Director
BAYERISCHE LANDESBANK
GIROZENTRALE CAYMAN ISLANDS
BRANCH
By /s/ Xxxxxxxxx Xxxxxxx
----------------------
Title: Vice President
By /s/ Xxxxx X. Xxxxx
-------------------
Title: Second Vice President
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XXXXXXXXXX XXXX-XXX
XXXXXXXXXXX AG
By /s/ P.M. Tresnan
-----------------
Title: Vice President
By /s/ Xxxxx Xxxxxx
-----------------
Title: Vice President
XXXXXX COMMERCIAL PAPER INC.
By /s/ Xxxxxxx Xxxxxxx
--------------------
Title: Authorized Signatory
XXXXXXX XXXXX CAPITAL
CORPORATION
By /s/ Xxxxxx Xxxxxxx
-------------------
Title: Vice President
NORWEST BANK COLORADO,
NATIONAL
ASSOCIATION
By /s/ Xxxxx X. Xxxx
------------------
Title: Vice President
THE TOKAI BANK, LIMITED
By /s/ Xxxxxxxx Xxxxx
-------------------
Title: Senior Vice President and
Assistant General Manager
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U.S. BANK NATIONAL ASSOCIATION
By /s/ Xxxxx X. Page
------------------
Title: Vice President
BANQUE NATIONALE DE PARIS
By /s/ Xxxxxxxx X. Xxxxx
----------------------
Title: Vice President
By /s/ Xxxx X. Xxxxxxxx
---------------------
Title: Assistant Vice President
ROYAL BANK OF CANADA
By /s/ Xxxx X. Page
-----------------
Title: Senior Manager
ISTITUTO BANCARIO SAN PAOLO DI
TORINO S.P.A.
By
-------------------------------
Name:
Title:
By
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Name:
Title:
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THE PROVIDENT BANK.
By /s/ Xxx X. Xxxxxxxxxxxx
------------------------
Title: Vice President
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