FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of November
1, 1995 (this "First Supplemental Indenture"), between U S
WEST, Inc., a Delaware corporation ("U S WEST"), and First
National Bank of Santa Fe (formerly Banquest/First National
Bank of Santa Fe), a national banking association duly
organized and validly existing under the laws of the United
States of America, as Trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, U S WEST, Inc., a Colorado corporation
("U S WEST Colorado"), U S WEST Capital Funding, Inc., a
Colorado corporation ("Capital Funding"), and the Trustee
executed and delivered an Indenture, dated as of June 1,
1986, as amended by the Trust Indenture Reform Act of 1990
(the "Indenture"), to provide for the issuance from time to
time of unsecured debt securities of Capital Funding (the
"Securities") guaranteed by U S WEST Colorado (the
"Guarantees");
WHEREAS, on the date hereof, pursuant to an
Agreement and Plan of Merger, dated as of August 17, 1995,
between U S WEST Colorado and U S WEST, U S WEST Colorado is
being merged with and into U S WEST, with U S WEST
continuing as the surviving corporation;
WHEREAS, in accordance with Section 5.02 of the
Indenture, U S WEST desires to assume all of the obligations
of U S WEST Colorado under the Indenture and the Guarantees;
and
WHEREAS, U S WEST has requested that the Trustee
execute and deliver this First Supplemental Indenture
pursuant to Section 9.01 of the Indenture, and all
requirements necessary to make this First Supplemental
Indenture a valid instrument in accordance with its terms
have been performed and the execution and delivery of this
First Supplemental Indenture has been duly authorized in all
respects by U S WEST.
NOW, THEREFORE, U S WEST covenants and agrees with
the Trustee as follows:
ARTICLE I
ASSUMPTION OF OBLIGATIONS
SECTION 1.01. ASSUMPTION OF OBLIGATIONS. In
accordance with the provisions of Section 5.02 of the
Indenture, U S WEST hereby assumes all of the obligations of
U S WEST Colorado under the Indenture and the Guarantees.
ARTICLE II
MISCELLANEOUS
SECTION 2.01. CONFIRMATION OF INDENTURE. The
Indenture, as supplemented and amended by this First
Supplemental Indenture, is in all respects ratified and
confirmed, and the Indenture, this First Supplemental
Indenture and all indentures supplemental thereto shall be
read, taken and construed as one and the same instrument.
SECTION 2.02. CONCERNING THE TRUSTEE. The
Trustee assumes no duties, responsibilities or liabilties by
reason of this First Supplemental Indenture other than as
set forth in the Indenture.
SECTION 2.03. GOVERNING LAW. This First
Supplemental Indenture, the Indenture, the Securities and
the Guarantees shall be governed by and construed in
accordance with the internal laws of the State of New York.
SECTION 2.04. SEPARABILITY. In case any one or
more of the provisions contained in this First Supplemental
Indenture shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provisions of this First Supplemental Indenture, but this
First Supplemental Indenture shall be construed as if such
invalid, illegal or unenforceable provision had never been
contained herein.
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SECTION 2.05. COUNTERPARTS. This First
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 and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed, and
their respective corporate seals to be hereunto affixed and
attested, as of the day and year first above written.
U S WEST, INC.
By:_________________________
Name:
Title:
Attest:
By:_________________________
Name:
Title:
FIRST NATIONAL BANK OF
SANTA FE
By:_________________________
Name:
Title:
Attest:
By:_________________________
Name:
Title:
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STATE OF )
COUNTY OF ) ss.:
On the ____ day of ___________, 1995, before me
personally came _______________ to me known, who, being by
me duly sworn, did depose and say that he is the
__________________ of U S WEST, INC., one of the
corporations described in and which executed the above
instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is
such corporation seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
____________________________
NOTARY PUBLIC
[seal] Commission expires
STATE OF )
COUNTY OF ) ss.:
On the ____ day of ___________, 1995, before me
personally came _____________________ to me known, who,
being by me duly sworn, did depose and say that he is the
______________________ of FIRST NATIONAL BANK OF SANTA FE,
one of the corporations described in and which executed the
above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is
such corporation seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that he
signed his name thereto by like authority.
____________________________
NOTARY PUBLIC
[seal] Commission expires
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