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 Norwest
Bank Minnesota, National Association, 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"), and the Trustee executed and
delivered an Indenture, dated as of June 1, 1991 (the
"Indenture"), to provide for the issuance of Liquid Yield
Option Notes Due 2011 by U S WEST Colorado (the
"Securities");
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, (i) U S WEST
Colorado is being merged with and into U S WEST, with U S
WEST continuing as the surviving corporation (the "Merger")
and (ii) each outstanding share of Common Stock, without par
value, of U S WEST Colorado is being converted into one
share of U S WEST Communications Group Common Stock, par
value $.01 per share ("Communications Stock"), and one share
of U S WEST Media Group Common Stock, par value $.01 per
share ("Media Stock"), of U S WEST;
WHEREAS, in accordance with Sections 5.01 and
11.14 of the Indenture, U S WEST desires to assume all of
the obligations of U S WEST Colorado under the Indenture and
the Securities and to provide for certain adjustments with
respect to the consideration into which the Securities are
convertible; 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 5.01 of the
Indenture, U S WEST hereby assumes all of the obligations of
U S WEST Colorado under the Indenture and the Securities.
SECTION 1.02. DISCHARGE OF OBLIGATIONS. In
accordance with the provisions of Section 5.01 of the
Indenture, all of the obligations of U S WEST Colorado under
the Indenture and the Securities are hereby terminated.
ARTICLE II
CONVERSION
SECTION 2.01. CONVERSION OF SECURITIES.
Following the Merger, the Holders of a Security shall have
the right to convert such Security into the kind and amount
of securities, cash or other assets which such Holder would
have received immediately after the Merger if such Holder
had converted such Security immediately before the effective
date of the Merger, assuming (to the extent applicable) that
such Holder (i) was not a constituent person or an Affiliate
of a constituent person to the Merger; (ii) made no election
with respect thereto; and (iii) was treated alike with the
plurality of non-electing Holders.
SECTION 2.02. CERTAIN ADJUSTMENTS. Following,
the Merger, the Conversion Rate shall be subject to
adjustment upon the occurrence of an action taken with
respect to the Communications Stock or the Media Stock as is
contemplated by Article 11 of the Indenture with respect to
the Common Stock, on terms comparable to those applicable to
the Common Stock in Article 11 of the Indenture.
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ARTICLE III
MISCELLANEOUS
SECTION 3.01. DEFINITIONS. Capitalized terms
used but not defined in this First Supplemental Indenture
shall have the meanings ascribed thereto in the Indenture.
SECTION 3.02. 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 3.03. 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 3.04. GOVERNING LAW. This First
Supplemental Indenture, the Indenture and the Securities
shall be governed by and construed in accordance with the
internal laws of the State of New York.
SECTION 3.05. 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.
SECTION 3.06. 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.
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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:
NORWEST BANK MINNESOTA
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 NORWEST BANK MINNESOTA, 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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