(..continued)
10
EXHIBIT 4.2
U S WEST CAPITAL FUNDING, INC.
MEDIUM-TERM NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
DISTRIBUTION AGREEMENT
October 13, 1995
XXXXXXX XXXXX & CO.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
World Financial Center
North Tower, 10th Floor
New York, New York 10281_1310
XXXXXXX, XXXXX & CO.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
XXXXXX BROTHERS
Xxxxxx Brothers Inc.
0 Xxxxx Xxxxxxxxx Xxxxxx, 12th Floor
New York, New York 10285-1200
XXXXXX XXXXXXX & CO. INCORPORATED
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
SALOMON BROTHERS INC
Seven World Trade Center
New York, New York 10048
Dear Sirs:
U S WEST Capital Funding, Inc., a Colorado corporation (the "Company"),
confirms its agreement with Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Xxxxxx, Xxxxxx
& Xxxxx Incorporated, Xxxxxxx, Xxxxx & Co., Xxxxxx Brothers, Xxxxxx Brothers
Inc., Xxxxxx Xxxxxxx & Co. Incorporated and Salomon Brothers Inc (each, an
"Agent", and collectively, the "Agents") with respect to the issue and sale by
the Company of its Medium-Term Notes Due Nine Months or More from Date of
Issue (the "Notes"). The Notes are to be issued pursuant to an indenture,
dated as of April 15, 1988, as amended, supplemented or modified from time to
time (the "Indenture"), among the Company, U S WEST, Inc., a Colorado
corporation ("U S WEST"), and First National Bank of Santa Fe, as trustee (the
"Trustee"). The Notes will be unconditionally guaranteed as to payment of
principal, premium, if any, and interest by U S WEST. As of the date hereof,
the Company has authorized the issuance and sale of up to U.S. $500,000,000
aggregate initial offering price (or its equivalent, based upon the applicable
exchange rate at the time of issuance, in such foreign or composite currencies
as the Company shall designate at the time of issuance) of Notes to or through
the Agents pursuant to the terms of this Agreement. It is understood,
however, that the Company may from time to time authorize the issuance of
additional Notes and that such additional Notes may be sold to or through the
Agents pursuant to the terms of this Agreement, all as though the issu-ance of
such Notes were authorized as of the date hereof. The Notes will have the
benefit of a Guarantee (the "Guarantees") between the Company and U S WEST.
This Agreement provides both for the sale of Notes by the Company to one
or more Agents as principal for resale to investors and other purchasers and
for the sale of Notes by the Company directly to investors (as may from time
to time be agreed to by the Company and the applicable Agent), in which case
such Agent will act as an agent of the Company in soliciting purchases of the
Notes.
The Company and U S WEST have filed with the Securities and Exchange
Commission (the "SEC") a joint registration statement on Form S-3
(Registration Nos. 33-50049, 00-00000-00, 33-19226 and 33-19226-01) for the
registration of debt securities, including the Notes, under the Securities Act
of 1933, as amended (the "1933 Act"), and the offering thereof from time to
time in accordance with Rule 415 of the rules and regulations of the SEC under
the 1933 Act (the "1933 Act Regulations"). Such registra-tion statement has
been declared effective by the SEC and the Indenture has been qualified under
the Trust Indenture Act of 1939, as amended (the "1939 Act"). Such
registration statement (and any further registration statements which may be
filed by the Company and U S WEST for the purpose of registering additional
Notes and in connection with which this Agreement is included or incorporated
by reference as an exhibit) and the prospectus constituting a part thereof,
and any prospectus supplement and pricing supplement relating to the Notes,
including all documents incorporated therein by reference, as from time to
time amended or supplemented by the filing of documents pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"), or the 1933 Act
or otherwise, are referred to herein as the "Registration Statement" and the
"Prospectus," respectively, except that if any revised prospectus shall be
provided to the Agents by the Company for use in connection with the offering
of the Notes, whether or not such revised prospectus is required to be filed
by the Company pursuant to Rule 424(b) of the 1933 Act Regulations, the term
"Prospectus" shall refer to such revised prospectus from and after the time it
is first provided to the Agents for such use.
ECTION Appointment as Agent.
2. ECTION
Appointment. Subject to the terms and conditions stated herein and
subject to the reservation by the Company of the right to sell Notes directly
on its own behalf, the Company hereby agrees that Notes will be sold
exclusively to or through the Agents. The Company agrees that it will not,
without the consent of all such Agents, solicit any other agents to purchase
Notes or appoint any other agents to act on its behalf, or to assist it, in
the placement of the Notes; provided, however, the Company expressly reserves
the right to enter into an agreement or agreements substantially identical
hereto, upon notice to the Agents, with such other agent or agents as may
approach the Company from time to time for purposes of selling Notes with
specific terms to or through such agent or agents.
Sale of Notes. The Company shall not sell or approve the
solicitation of purchases of Notes in excess of the amount which shall be
authorized by the Company from time to time or in excess of the aggregate
initial offering price of Notes registered pursuant to the Registration
Statement. The Agents shall have no responsibility for maintaining records
with respect to the aggregate initial offering price of Notes sold, or of
otherwise monitoring the availability of Notes for sale, under the
Registration Statement.
Purchases as Principal. The Agents shall not have any obligation
to purchase Notes from the Company as principal, but one or more Agents may
agree from time to time to purchase Notes as principal for resale to investors
and other purchasers determined by such Agent or Agents. Any such purchase of
Notes by an Agent as principal shall be made in accordance with Section 3(a)
hereof.
Solicitations as Agent. If agreed upon by an Agent and the
Company, such Agent, acting solely as agent for the Company and not as
principal, will solicit purchases of the Notes. Such Agent will communicate
to the Com-pany, orally, each offer to purchase Notes solicited by it on an
agency basis, other than those offers rejected by such Agent. Such Agent
shall have the right, in its discretion reasonably exercised, to reject any
proposed purchase of Notes, as a whole or in part, and any such rejection
shall not be deemed a breach of its agreement contained herein. The Company
may accept or reject any proposed purchase of Notes, in whole or in part.
Such Agent shall make reasonable efforts to assist the Company in obtaining
performance by each purchaser whose offer to purchase Notes has been solicited
by it and accepted by the Company. Such Agent shall not have any liability to
the Company in the event that any such purchase is not consummated for any
reason. If the Company shall default on its obligation to deliver Notes to a
purchaser whose offer it has accepted, the Company shall (i) hold such Agent
harmless against any loss, claim or damage arising from or as a result of such
default by the Company and (ii) notwithstanding such default, pay to such
Agent any commission to which it would otherwise be entitled.
Reliance. The Company and the Agents agree that any Notes
purchased by one or more Agents as principal shall be purchased, and any Notes
the placement of which an Agent arranges as agent shall be placed by such
Agent, in reliance on the representations, warranties, covenants and
agreements of the Company and U S WEST contained herein and on the terms and
conditions and in the manner provided herein.
ECTION Representations and Warranties.
The Company and U S WEST, jointly and severally, represent and
warrant to the Agents as of the date hereof, as of the date of each acceptance
by the Company of an offer for the purchase of Notes (whether to one or more
Agents as principal or through an Agent as agent), and as of the date of each
delivery of Notes (whether to one or more Agents as principal or through an
Agent as agent) (the date of each such delivery to one or more Agents as
prin-cipal being hereafter referred to as a "Settlement Date") (each of the
times referenced above being referred to herein as a "Representation Date"),
as follows:
The Registration Statement, including a prospectus relating to the
debt securities of the Company, has been filed with the SEC and has become
effective.
On the effective date of the Registration Statement, the
Registration Statement and the Prospectus (including the documents
incorporated by reference therein) conformed in all respects to the
requirements of the 1933 Act, the 1939 Act, and the 1933 Act Regulations and
did not include any untrue statements of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading, and as of each applicable Representation
Date, the Registration Statement and the Prospectus will conform in all
respects to the requirements of the 1933 Act, the 1939 Act and the 1933 Act
Regulations and neither of such documents will include any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the
foregoing does not apply to statements in or omissions from any such documents
based upon written information furnished to the Company by the Agents
specifically for use therein or based upon the Statement of Eligibility of the
Trustee under the Indenture or to statements in or omissions from such
Statement of Eligibility.
Additional Certifications. Any certificate signed by any director
or officer of the Company or U S WEST and delivered to one or more Agents or
to counsel for the Agents in connection with an offering of Notes to one or
more Agents as principal or through an Agent as agent shall be deemed a
representation and warranty by the Company or U S WEST, as the case may be, to
such Agent or Agents as to the matters covered thereby on the date of such
certificate and at each Representation Date subsequent thereto.
ECTION
Purchases as Principal; Solicitations as Agent.
Purchases as Principal. Unless otherwise agreed by an Agent and
the Com-pany, Notes shall be purchased by such Agent as principal. Such
purchases shall be made in accordance with terms agreed upon by one or more
Agents and the Company (which terms, unless otherwise agreed, shall, to the
extent applicable, include those terms specified in Exhibit A hereto and be
agreed upon orally, with written confirmation prepared by such Agent or Agents
and mailed to the Company). An Agent's commit-ment to purchase Notes as
principal shall be deemed to have been made on the basis of the
representations and warranties of the Company and U S WEST herein contained
and shall be subject to the terms and conditions herein set forth. Unless the
context otherwise requires, references herein to "this Agreement" shall
include the agreement of one or more Agents to purchase Notes from the Company
as principal. Each purchase of Notes, unless otherwise agreed, shall be at a
discount from the principal amount of each such Note equivalent to the
applicable commission set forth in Schedule A hereto for a Note of identical
maturity. The Agents may engage the services of any other broker or dealer in
connection with the resale of the Notes purchased by them as principal and may
allow any portion of the discount received in connection with such purchases
from the Company to such brokers and dealers. At the time of each purchase of
Notes by one or more Agents as principal, such Agent or Agents shall specify
the requirements for the stand-off agreement, officers' certifi-xxxxx,
opinions of counsel and comfort letter pursuant to Sections 4(h), 8(b), 8(c)
and 8(d) hereof.
Solicitations as Agent. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions herein
set forth, when agreed by the Company and an Agent, such Agent, as an agent of
the Company, will use its reasonable efforts to solicit offers to purchase the
Notes upon the terms and conditions set forth herein and in the Prospectus.
The Agents are not authorized to appoint sub-agents with respect to Notes sold
through them as agent. All Notes sold through an Agent as agent will be sold
at 100% of their principal amount unless otherwise agreed to by the Company
and such Agent.
The Company reserves the right, in its sole discretion, to suspend
solicitation of purchases of the Notes through an Agent, as agent, commencing
at any time for any period of time or permanently. As soon as practicable
after receipt of instructions from the Company, such Agent will suspend
solicitation of purchases from the Company until such time as the Company has
advised such Agent that such solicita-tion may be resumed.
The Company agrees to pay each Agent a commission, in the form of a
discount, equal to the applicable percentage of the principal amount of each
Note sold by the Company as a result of a solicitation made by such Agent as
set forth in Schedule A hereto.
Administrative Procedures. The purchase price, interest rate or
formula, maturity date and other terms of the Notes (as applicable) specified
in Exhibit A hereto shall be agreed upon by the Company and the applicable
Agent or Agents and specified in a pricing supplement to the Prospectus (each,
a "Pricing Supplement") to be prepared in connection with each sale of Notes.
Except as may be otherwise specified in the applicable Pricing Supplement, the
Notes will be issued in denominations of U.S. $1,000 or any larger amount that
is an integral multiple of U.S. $1,000. Administrative procedures with
respect to the sale of Notes shall be agreed upon from time to time by the
Company, U S WEST, the Agents and Citibank, N.A., as authenticating and paying
agent (the "Procedures"). The Agents, the Company and U S WEST agree to
perform, and the Company agrees to cause Citibank, N.A. to agree to perform,
their respective duties and obligations specifically provided to be performed
by them in the Procedures.
ECTION Covenants of the Company and U S WEST.
The Company and U S WEST covenant with the Agents as follows:
Copies of the Registration Statement. The Company and U S WEST
will furnish to counsel for the Agents one signed copy of the Registration
Statement, including all exhibits, relating to the Notes in the form it became
effective and of all amendments thereto and will furnish to the Agents copies
of the Registration Statement, including all exhibits, in the form it became
effective and of all amendments thereto.
Notice of Certain Proposed Filings and Certain Events. The Company
and U S WEST will advise the Agents promptly of any amendment or
supplementation of the Registration Statement or the Prospectus and will not
effect such amendment or supplementation without the consent of counsel for
the Agents; the Company and U S WEST will also advise the Agents of any
official request made by the SEC for an amendment to the Registration
Statement or Prospectus or for additional information with respect thereto and
of the institution by the SEC of any stop order proceedings in respect of the
Registration Statement, and will use their best efforts to prevent the
issuance of any such stop order and to obtain as soon as possible its lifting,
if issued. The Company and U S WEST will not file any document pursuant to
the 1934 Act which is deemed to be incorporated by reference in the Prospectus
unless counsel to the Agents shall have been previously advised thereof.
Revisions of Prospectus -- Material Changes. If, at any time when
a prospectus relating to the Notes is required to be delivered under the 1933
Act, any event occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact, or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or if it is
necessary at any time to amend or supplement the Registration Statement or the
Prospectus to comply with the 1933 Act, the Company and U S WEST will
immediately notify the Agents to cease the solicitation of offers to purchase
the Notes in their capacity as Agent and to cease sales of any Notes the
Agents may then own as principal, and the Company and U S WEST promptly will
prepare and file with the SEC an amendment or supplement which will correct
such untrue statement or omission or effect such compliance.
Earnings Statements. U S WEST and, to the extent separately
required pursuant to Rule 158 under the Act, the Company will make generally
available to their security holders as soon as practicable, but not later than
ninety days after the close of the period covered thereby, earning statements
(in form complying with the provisions of Rule 158) covering a twelve month
period beginning not later than the first day of the fiscal quarter of U S
WEST and the Company next following the effective date of the Registration
Statement (as defined in Rule 158) with respect to each sale of Notes.
Copies of the Prospectus. The Company and U S WEST will furnish to
the Agents copies of the Prospectus and all amendments and supplements
thereto, in each case as soon as available and in such quantities as are
reasonably requested.
Blue Sky Qualifications. The Company and U S WEST will use their
respective best efforts to arrange for the qualification of the Notes for sale
and the determination of their eligibility for investment under the laws of
such jurisdictions as the Agents designate and will continue such
qualifications in effect so long as required for their distribution.
Copies of Public Reports. The Company and U S WEST will furnish to
the Agents, at the earliest time the Company and U S WEST make the same
available to others, a copy of their annual reports and other financial
reports furnished or made available to the public generally.
Stand-Off Agreement. If specified by the applicable Agent or
Agents in connection with a purchase of Notes as principal, neither the
Company nor U S WEST will, without such Agents prior consent, between the date
of any agreement to purchase such Notes and the Settlement Date with respect
to such purchase, offer to sell any debt securities of the Company or U S WEST
having a maturity of more than one year, except as may otherwise be provided
in any such agreement.
Prospectus Revisions -- Periodic Financial Information. Except as
otherwise provided in subsection (k) of this Section, on or prior to the date
on which there shall be released to the general public interim financial
statement information related to the Company or U S WEST with respect to any
of the first three quarters of any fiscal year or preliminary financial
statement information with respect to any fiscal year, the Company and U S
WEST shall furnish such information to the Agents, confirmed in writing, and
shall cause the Prospectus to be amended or supplemented to include or
incorporate by reference capsule financial information with respect to the
results of operations of the Company or U S WEST, as the case may be, for the
period between the end of the preceding fiscal year and the end of such
quarter or for such fiscal year, as the case may be, and corresponding
information for the comparable period of the preceding fiscal year, as well as
such other information and explanations as shall be necessary for an
understanding of such amounts, or as shall be required by the 1933 Act or the
1933 Act Regulations.
Prospectus Revisions -- Audited Financial Information. Except as
otherwise provided in subsection (k) of this Section, on or prior to the date
on which there shall be released to the general public financial information
included in or derived from the audited financial statements of the Company or
U S WEST for the preceding fiscal year, the Company and U S WEST shall cause
the Registration Statement and the Prospectus to be amended, whether by the
filing of documents or otherwise, to include or incorporate by reference such
audited financial statements and the report or reports, and consent or
consents to such inclusion or incorporation by reference, of the independent
accountants with respect thereto, as well as such other information and
explanations as shall be necessary for an understanding of such financial
statements, or as shall be required by the 1933 Act or the 1933 Act
Regulations.
Suspension of Certain Obligations. The Company and U S WEST shall
not be required to comply with the provisions of subsections (i) or (j) of
this Section during any period from the time (i) the Agents shall have
suspended solicitation of purchases of the Notes in their capacities as agents
pursuant to a request from the Company and (ii) no Agent shall then hold any
Notes purchased as principal pursuant hereto, until the time the Company shall
determine that solicitation of purchases of the Notes should be resumed or an
Agent shall subsequently purchase Notes from the Company as principal.
ECTION Conditions of Agents' Obligations.
The obligations of the Agents to purchase Notes as principal and to
solicit offers to purchase the Notes as agent of the Company, and the
obligations of any purchasers of the Notes sold through an Agent as agent,
will be subject to the accuracy of the representations and warranties on the
part of the Company and U S WEST herein and to the accuracy of the statements
of the officers of the Company and U S WEST made in any certificate furnished
pursuant to the provisions hereof, to the performance and observance by the
Company and
U S WEST of all covenants and agreements herein contained on their respective
parts to be performed and observed and to the following additional condi-tions
precedent:
Compliance with the 1933 Act and the 1939 Act. On the date hereof,
the Indenture shall be qualified under the 1939 Act and no stop order
suspending the effectiveness of the Registration Statement, as amended from
time to time, shall be in effect, no proceedings for that purpose shall have
been instituted or, to the knowledge of the Company, U S WEST, or the Agents,
shall be contemplated by the SEC.
Legal Opinions. On the date hereof, the Agents shall have received
the following legal opinions, dated as of the date hereof and in form and
substance satisfactory to the Agents:
Opinion of Counsel to the Company and U S WEST. The favorable
opinion of Xxxxxxx X. Xxxxx, counsel to the Company and U S WEST, or other
counsel satisfactory to the Agents, to the effect that:
The Company is a corporation in good standing, duly incorporated
and validly existing under the laws of the State of Colorado, and is
authorized by its Articles of Incorporation to transact the business in which
it is engaged, as set forth in the Prospectus;
U S WEST is a corporation in good standing, duly incorporated and
validly existing under the laws of the state of its incorporation, and is
authorized by its Articles or Certificate of Incorporation to transact the
business in which it is engaged, as set forth in the Prospectus;
The execution, delivery and performance of the Indenture by the
Company and U S WEST have been duly authorized by all necessary corporate
action on the part of the Company and U S WEST; the Indenture has been duly
and validly executed and delivered by the Company and U S WEST and (assuming
due authorization, execution and delivery by the Trustee) constitutes the
legal, valid, and binding agreement of the Company and U S WEST enforceable
against each of them in accordance with its terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws relating to or affecting enforcement of creditors'
rights or by general equitable principles; and the Indenture has been duly
qualified under the 1939 Act;
The Notes, when duly executed and authenticated pursuant to the
Indenture and delivered in accordance with the provisions of this Agreement,
will constitute legal, valid, and binding obligations of the Company
enforceable against the Company in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting enforcement of
creditors' rights or by general equitable principles;
The execution, delivery and performance of this Agreement by the
Company and U S WEST have been duly authorized by all necessary corporate
action on the part of the Company and U S WEST, and this Agreement has been
duly and validly executed and delivered by each of the Company and U S WEST;
All federal and state regulatory consents, approvals,
authorizations, or other orders (except as to state securities or "blue sky"
laws, as to which such counsel need express no opinion) legally required for
the execution by the Company and U S WEST of the Indenture, and the issuance
and sale of the Notes and the Guarantees pursuant to the terms of this
Agreement, have been obtained;
Except as to financial statements and schedules contained
therein, which such opinion need not pass upon, the Registration Statement
(including the Prospectus) complies, and at the time it became effective
complied, as to form in all material respects with the requirements of the
1933 Act and the applicable instructions, rules and regulations of the SEC
thereunder;
The Guarantees, when duly executed pursuant to the Indenture and
delivered in accordance with the provisions of this Agreement, will constitute
legal, valid, and binding obligations of U S WEST, as guarantor, enforceable
against U S WEST in accordance with their terms, except as enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting enforcement of creditors' rights or by
general equitable principles;
( The Registration Statement is effective under the 1933 Act and, to
the best of such counsel's knowledge and information, no stop order suspending
the effectiveness of the Registration Statement has been issued under the 1933
Act or proceedings therefor initiated or threatened by the SEC; and
The enforceability and legal, valid, and binding nature of the
agreements and obligations of the Company and U S WEST set forth in the
Indenture, the Guarantees, the Notes and this Agreement (the "Agreements") are
not affected by, and the performance of the obligations set forth in such
Agreements, the issuance and sale of the Notes and the Guarantees and the
consummation of the transactions contemplated in such Agreements are not
prevented or restricted by, any action, suit, proceeding, order, or ruling
relating to, or issued or arising as a result of, the Divestiture (as
hereinafter defined).
In rendering such opinion, such counsel may rely (i) as to matters of New
York law upon the opinion referred to in Section 5(b)(2) hereof without
independent verification; and (ii) as to matters of fact, to the extent such
counsel deems proper, on certificates of responsible officers of the Company,
U S WEST, and public officials.
In addition, such counsel shall state that it has not independently
verified the accuracy, completeness or fairness of the statements contained in
the Registration Statement or the Prospectus and does not assume any
responsibility for the accuracy, completeness or fairness of such statements;
however, nothing has come to such counsel's attention which leads such counsel
to believe that the Registration Statement and the Prospectus (except as to
the financial statements and the notes thereto, and the other financial and
statistical data included therein, as to which such counsel need express no
opinion), and each amendment or supplement thereto, as of their respective
effective or issue dates or, if an Annual Report on Form 10-K has been filed
by the Company or U S WEST with the SEC subsequent to the effectiveness of the
Registration Statement, then at the time of the most recent such filing, and
at the date of such opinion, contained or contains any untrue statements of a
material fact or omitted or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or
that the Prospectus, as amended or supplemented as of the date of such opinion
(or, if such opinion is being delivered in connection with the purchase of
Notes by an Agent as principal pursuant to Section 8(c) hereof, at the date of
any agreement by the Agent to purchase Notes as principal and at the
Settlement Date with respect thereto), contains an untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
Except as specifically provided in clause (ix) above, such opinion may
state that it does not address the impact on the opinions contained therein of
any litigation or ruling relating to the divestiture by American Telephone and
Telegraph Company of ownership of its operating telephone companies (the
"Divestiture").
Opinion of Counsel to the Agents. The favorable opinion of Xxxxx &
Xxxx, counsel to the Agents, covering the matters referred to in subsection
(b)(1) under the subheadings (i), (ii), (iii), (iv), (v), (vii), (viii) and
(ix) and the penultimate paragraph of subsection (b)(1) above, subject to the
final paragraph of subsection (b)(1) above, and with respect to such other
matters as the Agents may reasonably request. In rendering such opinion,
Xxxxx & Xxxx may rely as to matters of Colorado law, upon the opinion referred
to in Section 5(b)(1) without independent verification.
Company Officers' Certificate. On the date hereof, the Agents
shall have received a certificate of the President, any Vice President, an
assistant secretary or an assistant treasurer, and the chief financial
officer, chief accounting officer, treasurer, controller, or an assistant
treasurer or assistant controller of the Company in which such officers shall
state that the representations and warranties of the Company in this Agreement
are true and correct as if made at and as of such date, that the Company has
complied with all agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to such date, that no stop order
suspending the effectiveness of the Registration Statement is in effect and no
proceedings for that purpose are pending or are contemplated by the SEC, and
that, subsequent to the date of the most recent financial statements in the
Prospectus, there has been no material adverse change in the financial
position or results of operations of the Company and its subsidiaries, taken
as a whole, except as set forth in or contemplated by the Prospectus.
US West Officers' Certificate. On the date hereof, the Agents
shall have received a certificate of the President, any Vice President, an
assistant secretary or an assistant treasurer, and the chief financial
officer, chief accounting officer, treasurer, controller, or an assistant
treasurer or controller of U S WEST in which such officers shall state that
the representations and warranties of U S WEST in this Agreement are true and
correct as if made at and as of such date, that U S WEST has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to such date, that no stop order suspending
the effectiveness of the Registration Statement is in effect and no
proceedings for that purpose are pending or are contemplated by the SEC, and
that, subsequent to the date of the most recent financial statements in the
Prospectus, there has been no material adverse change in the financial
position or results of operations of U S WEST and its subsidiaries, taken as a
whole, except as set forth in or contemplated by the Prospectus.
Comfort Letter of Xxxxxxx & Xxxxxxx L.L.P.. On the date hereof,
the Agents shall have received a letter from Xxxxxxx & Xxxxxxx L.L.P.
addressed to the Company, U S WEST and the Agents, dated as of the date hereof
and in form and substance satisfactory to the Agents.
Other Documents. On the date hereof and on each Settlement Date,
counsel to the Agents shall have been furnished with such documents and
opinions as such counsel may reasonably require for the purpose of enabling
such counsel to pass upon the issuance and sale of Notes as herein
contemplated and related proceedings, or in order to evidence the accuracy and
completeness of any of the representations and warranties, or the fulfillment
of any of the conditions, herein contained; and all proceedings taken by the
Company and U S WEST in connection with the issuance and sale of Notes as
herein contemplated shall be satisfactory in form and substance to the Agents
and to counsel to the Agents.
If any condition specified in this Section 5 shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be
terminated by the applicable Agent or Agents by written notice to the Company
and U S WEST at any time and any such termination shall be without liability
of any party to any other party, except that the covenant regarding provision
of an earnings statement set forth in Section 4(d) hereof, the indemnity and
contribution agreement set forth in Section 9 hereof, the provi-sions
concerning payment of expenses under Section 10 hereof, the provisions
concerning the representations, warranties, indemnities and agreements to
survive delivery of Section 11 hereof, the provisions relating to notices set
forth in Section 13 hereof, the provisions relating to governing law and forum
set forth in Section 14 hereof, and the provisions relating to parties set
forth in Section 15 hereof shall remain in effect.
ECTION Conditions of Company's Obligations.
The obligation of the Company to deliver the Notes upon payment therefor
will be subject to the conditions that (i) the Indenture will be qualified
under the 1939 Act, (ii) no stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall be in effect, and
(iii) no proceedings for that purpose shall be pending before, or threatened
by, the SEC.
If any condition specified in this Section 6 shall not have been
fulfilled when required to be fulfilled, this Agreement may be terminated by
the Company by written notice to the Agents at any time and such termination
shall be without liability of any party to any other party, except that the
covenant regarding provision of an earnings statement set forth in Section
4(d) hereof, the indemnity and contribution agreement set forth in Section 9
hereof, the provisions regarding payment of expenses under Section 10 hereof,
the provisions concerning the representations, warranties, indemnities and
agreements to survive delivery of Section 11 hereof, the provisions relating
the notices set forth in Section 13 hereof, the provisions relating to
governing law and forum set forth in Section 14 hereof, and the provisions
relating to parties set forth in Section 15 hereof shall remain in effect.
ECTION Delivery of and Payment for Notes Sold through an Agent.
Delivery of Notes sold through an Agent as agent shall be made by the
Company to such Agent for the account of any purchaser only against payment
therefor in immediately available funds. In the event that a purchaser shall
fail either to accept delivery of or to make payment for a Note on the date
fixed for settlement, such Agent shall promptly notify the Company and deliver
such Note to the Company and, if such Agent has theretofore paid the Company
for such Note, the Company will promptly return such funds to such Agent. If
such failure occurred for any reason other than default by such Agent in the
performance of its obligations hereunder, the Company will reimburse such
Agent on an equitable basis for its loss of the use of the funds for the
period such funds were credited to the Company's account.
ECTION Additional Covenants of the Company and U S WEST.
The Company and U S WEST covenant and agree with the Agents that:
Reaffirmation of Representations and Warranties. Each acceptance
by the Company of an offer for the purchase of Notes (whether to one or more
Agents as principal or through an Agent as agent), and each delivery of Notes
(whether to one or more Agents as principal or through an Agent as agent),
shall be deemed to be an affirmation that the representations and warranties
of the Company and U S WEST contained in this Agreement and in any certificate
theretofore delivered to the Agents pursuant hereto are true and correct at
the time of such acceptance or sale, as the case may be, and an undertaking
that such representa-tions and warranties will be true and correct at the time
of delivery to such Agent or Agents or to the purchaser or its agent, as the
case may be, of the Note or Notes relating to such acceptance or sale, as the
case may be, as though made at and as of each such time (and it is understood
that such representations and warranties shall relate to the Registration
Statement and Prospectus as amended and supplemented to each such time).
Subsequent Delivery of Certificates. Each time that the
Registration Statement or the Prospectus shall be amended or supplemented
(other than by an amendment or supplement providing solely for a change in the
interest rate or formula applicable to the Notes or a change in the principal
amount of Notes remaining to be sold or similar changes), or there is filed
with the SEC any document incorporated by reference into the Prospectus or (if
required in connection with the purchase of Notes by one or more Agents as
principal) the Company sells Notes to such Agent or Agents as principal, each
of the Company and U S WEST shall furnish or cause to be furnished to the
Agent(s) forthwith a certifi-cate in form satisfac-tory to the Agent(s) to the
effect that the statements contained in the certificates referred to in
Sections 5(c) and 5(d) hereof which were last furnished to the Agents are true
and correct at the time of such amendment or supplement or filing or sale, as
the case may be, as though made at and as of such time (except that such
statements shall be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to such time) or, in lieu of such
certificates, certificates of the same tenor as the certificates referred to
in Sections 5(c) and 5(d) hereof, modified as necessary to relate to the
Registration Statement and the Pro-spectus as amended and supplemented to the
time of delivery of such certificates.
Subsequent Delivery of Legal Opinions. Each time that the
Registration Statement or the Prospectus shall be amended or supplemented
(other than by an amendment or supplement providing solely for a change in the
interest rate or formula applicable to the Notes or a change in the principal
amount of Notes remaining to be sold or similar changes), or there is filed
with the SEC any document incorporated by reference into the Prospectus (other
than a document setting forth or incorporating by reference financial
statements or other information as of and for a fiscal quarter, unless
specifically requested by all of the Agents) or (if required in connection
with the purchase of Notes by one or more Agents as principal) the Company
sells Notes to such Agent or Agents as principal, the Company and U S WEST
shall furnish or cause to be furnished to the Agent(s) and to counsel to the
Agents a written opinion of counsel to the Company and U S WEST, satisfactory
to the Agent(s), dated the date of delivery of such opinion, in form
satisfac-tory to the Agent(s), of the same tenor as the opinion referred to in
Section 5(b)(1) hereof but modified, as necessary, to relate to the
Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such opinion or, in lieu of such opinion, counsel last
furnishing such opinion to the Agents shall furnish the Agent(s) with a letter
to the effect that the Agent(s) may rely on such last opinion to the same
extent as though it was dated the date of such letter authorizing reliance
(except that statements in such last opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such letter authorizing reliance).
Subsequent Delivery of Comfort Letters. Each time that the
Registration Statement or the Prospectus shall be amended or supplemented to
include additional financial information or there is filed with the SEC any
docu-ment incorporated by reference into the Prospectus which contains
additional financial information, or (if required in connection with the
purchase of Notes by one or more Agents as principal) the Company sells Notes
to such Agent or Agents as principal, the Company and U S WEST shall cause
Coopers & Xxxxxxx L.L.P. forthwith to furnish to the Agent(s) a letter, dated
the date of filing of such amendment, supplement or document with the SEC, or
the date of such sale, as the case may be, in form satisfactory to the
Agent(s), of the same tenor as the portions of the letter referred to in
Section 5(g) hereof, but modified to relate to the Registration Statement and
Prospectus, as amended and supplemented to the date of such letter, and with
such other changes as may be necessary to reflect changes in the financial
statements and other information derived from the accounting records of the
Company and U S WEST; provided, however, that if the Registration Statement or
the Prospectus is amended or supplemented solely to include financial
information as of and for a fiscal quarter, Xxxxxxx & Xxxxxxx L.L.P. may limit
the scope of such letter to the unaudited financial statements included in
such amendment or supplement, unless any other information included therein of
an accounting, financial, or statistical nature is of such a nature that, in
the reasonable judgment of the Agent(s), such letter should cover such other
information.
ECTION Indemnification and Contribution.
The Company and U S WEST, jointly and severally, will indemnify and
hold each Agent harmless against any losses, claims, damages, or liabilities,
joint or several, to which such Agent may become subject, under the 1933 Act
or otherwise, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus supplement, or arise out of or
are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, and will reimburse each Agent for any legal or other expenses
reasonably incurred by such Agent, as such expenses are incurred in connection
with investigating or defending any such loss, claim, damage, liability or
action or amounts paid in settlement of any litigation or investigation or
proceeding related thereto if such settlement is effected with the written
consent of the Company and U S WEST; provided, however, that the Company and U
S WEST will not be liable in any such case to the extent that any such loss,
claim, damage, or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
any of such documents in reliance upon and in conformity with written
information furnished to the Company or U S WEST by the Agents specifically
for use therein or in reliance upon and in conformity with the Statement of
Eligibility of the Trustee under the Indenture.
The Agents will indemnify and hold harmless the Company and U S WEST
against any losses, claims, damages, or liabilities to which they may become
subject, under the 1933 Act or otherwise, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in the Registration Statement, the Prospectus, or any amendment
or supplement thereto, or any related preliminary prospectus supplement, or
arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company or U S WEST by the Agents specifically
for use therein, and will reimburse any legal or other expenses reasonably
incurred by the Company or U S WEST, as such expenses are incurred in
connection with investigating or defending any such loss, claim, damage,
liability, or action or amounts paid in settlement of any litigation or
investigation or proceeding related thereto if such settlement is effected
with the consent of the Agents.
Promptly after receipt by an indemnified party under this Section 9
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section, notify the indemnifying party of the commencement thereof, but
the omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section. In case any such action is brought against any indemnified party and
it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section 9 for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof
other than reasonable costs of investigation. The indemnifying party or
parties shall not be liable under this Agreement with respect to any
settlement made by any indemnified party or parties without prior written
consent by the indemnifying party or parties to such settlement.
If the indemnification provided for in this Section 9 is unavailable
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages,
or liabilities referred to in subsection (a) or (b) above in such proportion
as is appropriate to reflect the relative benefits received by the Company and
U S WEST on the one hand and the Agents on the other from the offering of the
Notes and also to reflect the relative fault of the Company and U S WEST on
the one hand and the Agents on the other in connection with the statements or
omissions which resulted in such losses, claims, damages, or liabilities as
well as any other relevant equitable considerations. The relative benefits
received by the Company and U S WEST on the one hand and the Agents on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering of Notes by the Agents (before deducting expenses) received
by the Company and U S WEST bear to the total underwriting discounts and
commissions received by the Agents. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company, U S WEST, or the
Agents and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The
amount paid by an indemnified party as a result of the losses, claims,
damages, or liabilities referred to in the first sentence of this subsection
(d) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any
action or claim which is the subject of this subsection (d). Notwithstanding
the provisions of this subsection (d), the Agents shall not be required to
contribute any amount in excess of the amount by which the total price at
which the Notes sold by such Agents and distributed to the public were offered
to the public exceeds the amount of any damages which such Agents have
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
The obligations of the Company and U S WEST under this Section 9
shall be in addition to any liability which the Company or U S WEST may
otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls each Agent within the meaning of the Act or the
1934 Act; the Agents' obligations under this Section 9 shall be in addition to
any liability which the Agents may otherwise have and shall extend, upon the
same terms and conditions, to each director of the Company or U S WEST, to
each officer of the Company or U S WEST who has signed the Registration
Statement, and to each person, if any, who controls the Company or U S WEST
within the meaning of the 1933 Act or the 1934 Act.
ECTION Payment of Expenses.
The Company will pay all expenses incident to the performance of its
obligations under this Agreement, including:
The preparation and filing of the Registration Statement and all
amendments thereto and the Prospectus and any amendments or supplements
thereto;
The preparation, filing and reproduction of this Agreement;
The preparation, printing, issuance and delivery of the Notes,
including any fees and expenses relating to the use of Notes in book-entry
form;
The fees and disbursements of the Company's accountants and counsel,
of the Trustee and its counsel, and of any calculation agent or exchange rate
agent;
The reasonable fees and disbursements of counsel to the Agents
incurred in connection with the establishment of the program relating to the
Notes and incurred from time to time in connection with the transactions
contemplated hereby;
The qualification of the Notes under state securities laws in
accordance with the provisions of Section 4(f) hereof, including filing fees
and the reasonable fees and disbursements of counsel for the Agents in
connection there-with and in connec-tion with the preparation of any Blue Sky
or Legal Investment Survey;
The printing and delivery to the Agents in such quantities as are
reasonably requested of copies of the Registration Statement and any
amendments thereto, and of the Prospectus and any amendments or supplements
thereto, and the delivery by the Agents of the Prospectus and any amendments
or supplements thereto in connection with solicitations or confirmations of
sales of the Notes;
The preparation, reproducing and delivery to the Agents of copies of
the Indenture and all supplements and amendments thereto;
Any fees charged by rating agencies for the rating of the Notes;
The fees and expenses incurred in connection with any listing of Notes
on a securities exchange;
The fees and expenses incurred with respect to any filing with the
National Association of Securi-ties Dealers, Inc.;
Any advertising and other out_of_pocket expenses of the Agents
incurred with the approval of the Company; and
The cost of providing any CUSIP or other identification numbers for
the Notes.
ECTION Representations, Warranties, Indemnities and Agreements to Survive
Delivery.
All representations, warranties, indemnities and agreements contained in
this Agreement or in certificates of officers of the Company or U S WEST
submitted pursuant hereto or thereto shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of the Agents
of the Company, or U S WEST, or any of their officers, directors or any
controlling person, and shall survive each delivery of and payment for any of
the Notes. In no event shall the Company or U S WEST be liable to the Agents
for damages on account of loss of anticipated profits.
ECTION Termination.
Termination of this Agreement. This Agreement (excluding any
agreement hereunder by one or more Agents to purchase Notes as principal) may
be terminated, for any reason at any time, by any Agent as to itself or by the
Company as to all or any of the Agents upon the giving of 7 days written
notice of such termination to the other parties hereto.
Termination of Agreement to Purchase Notes as Principal. The
applicable Agent or Agents may terminate any agreement hereunder by such Agent
or Agents to purchase Notes as principal, immediately upon notice to the
Company and U S WEST, at any time prior to the Settlement Date relating
thereto if (i) there has been, since the respective dates as of which
information is given in the Registration Statement, any change in the
financial condition of the Company or of U S WEST and its subsidiaries
considered as one enterprise, or in the earnings, affairs, or business
prospects of the Company or of U S WEST and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business, the
effect of which is, in the judgment of such Agent or Agents, so material and
adverse as to make it impracticable to market the Notes or enforce contracts
for the sale thereof; or (ii) trading in any securities of the Company or U S
WEST shall have been suspended by the SEC or the New York Stock Exchange, or
trading in securities generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been established on such
exchange; or (iii) a banking moratorium shall have been declared either by
Federal or New York State authorities or a banking moratorium shall have been
declared by the relevant authorities in the country or countries of origin of
any foreign currency or currencies in which the Notes are denominated or
payable, or (iv) there shall have occurred any outbreak or material escalation
of hostilities or other calamity or crisis the effect of which in the
financial markets in the United States is such as to make it, in the judgment
of such Agent or Agents, impracticable to market the Notes or enforce
contracts for the sale thereof; or (v) the rating assigned by any nationally
recognized securities rating agency to any debt securities of the Company or U
S WEST as of the date of the agreement to purchase the Notes shall have been
lowered since that date or any such rating agency shall have publicly
announced that it has any of such debt securities under consideration for
possible downgrade.
General. In the event of any such termination, no party will have
any liability to any other party hereto, except that (i) the Agents shall be
entitled to any commissions earned in accordance with the third paragraph of
Section 3(b) hereof, (ii) if at the time of termination (a) any Agent shall
own any Notes purchased by it as principal with the intention of reselling
them or (b) an offer to purchase any of the Notes has been accepted by the
Company but the time of delivery to the purchaser or his agent of the Notes
relating thereto has not occurred, the conditions set forth in Sections 5 and
6 hereof shall remain in effect until such Notes are so resold or delivered,
as the case may be, and (iii) the covenant set forth in Section 4(d) hereof,
the indemnity and contribution agreements set forth in Section 9 hereof, and
the provisions of Sections 10, 11, 13, 14 and 15 hereof shall remain in
effect.
ECTION Notices.
Unless otherwise provided herein, all notices required under the terms
and provisions hereof shall be in writing, either delivered by hand, by mail
or by telecopier or telegram, and any such notice shall be effective when
received at the address specified below.
If to the Company:
U S WEST Capital Funding, Inc.
0000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Treasurer
Telecopy No.: (000) 000-0000
If to U S WEST:
U S WEST, Inc.
0000 Xxxx Xxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Treasurer
Telecopy No.: (000) 000-0000
If to the Agents:
Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
North Tower _ 10th Floor
World Financial Center
New York, New York 10281_1310
Attention: MTN Product Management
Telecopy No.: (000) 000-0000
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Credit Department
Telecopy No.: (000) 000-0000
Xxxxxx Brothers
Xxxxxx Brothers Inc.
0 Xxxxx Xxxxxxxxx Xxxxxx, 12th Floor
New York, New York 10285-1200
Attention: MTN Department
Telecopy No.: (000) 000-0000
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Manager-Continuously Offered Products
Telecopy No.: (000) 000-0000
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Attention: Medium-Term Note Department
Telecopy No.: (000) 000-0000
or at such other address as such party may designate from time to time by
notice duly given in accordance with the terms of this Section 13.
ECTION Governing Law; Forum.
This Agreement and all the rights and obligations of the parties shall be
governed by and construed in accordance with the laws of the State of New York
applicable to agreements made and to be performed in such State. Any suit,
action or proceeding brought by the Company or U S WEST against any Agent in
connection with or arising under this Agreement shall be brought solely in the
state or federal court of appropriate jurisdiction located in the Borough of
Manhattan, The City of New York.
ECTION Parties.
This Agreement shall inure to the benefit of and be binding upon the
Agents, the Company, U S WEST and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons and officers and directors
referred to in Section 9 and their heirs and legal representatives, any legal
or equitable right, remedy or claim under or in respect of this Agreement or
any provision herein contained. This Agreement and all conditions and
provisions hereof are intended to be for the sole and exclusive benefit of the
parties hereto and respective successors and said controlling persons and
officers and directors and their heirs and legal representatives, and for the
benefit of no other person, firm or corporation. No purchaser of Notes shall
be deemed to be a successor by reason merely of such purchase.
ECTION Counterparts.
This Agreement may be executed in one or more counterparts and, if
executed in more than one counterpart, the executed counterparts hereof shall
constitute a single instrument.
If the foregoing is in accordance with the Agents' under-standing of our
agreement, please sign and return to the Company a counter-part hereof,
whereupon this instrument along with all counter-parts will become a binding
agreement among the Agents, U S WEST and the Company in accordance with its
terms.
Very truly yours,
U S WEST CAPITAL FUNDING, INC.
By: _____________________________________
Name:
Title:
U S WEST, INC.
By:_______________________________________
Name:
Title:
Confirmed and Accepted, as of the date
first above written:
XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX
INCORPORATED
By:
Name:
Title:
XXXXXXX, XXXXX & CO.
XXXXXX BROTHERS INC.
By:
Name:
Title:
XXXXXX XXXXXXX & CO. INCORPORATED
By:
Name:
Title:
SALOMON BROTHERS INC
By:
Name:
Title:
EXHIBIT A
The following terms, if applicable, shall be agreed to by one or more
Agents and the Company in connection with each sale of Notes:
Principal Amount: $_______
(or principal amount of foreign currency or composite currency)
Interest Rate:
If Fixed Rate Note, Interest Rate:
If Floating Rate Note:
Interest Rate Basis:
Initial Interest Rate, if any:
Spread and/or Spread Multiplier, if any:
Interest Reset Date(s):
Interest Payment Date(s):
Index Maturity:
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Fixed Rate Commencement Date:
Fixed Interest Rate:
Calculation Agent:
If Redeemable:
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage Reduction, if any:
If Repayable:
Optional Repayment Date(s):
Stated Maturity Date:
Purchase Price: ___%, plus accrued interest, if any, from
______________________
Settlement Date and Time:
Specified Currency:
Authorized Denominations:
Additional/Other Terms:
Also, in connection with the purchase of Notes by one or more Agents as
principal, agreement as to whether the following will be required:
Officers' Certificates pursuant to Section 8(b) of the Distribution
Agreement.
Legal Opinions pursuant to Section 8(c) of the Distribution Agreement.
Comfort Letter pursuant to Section 8(d) of the Distribution Agreement.
Stand_off Agreement pursuant to Section 4(h) of the Distribution
Agreement.
SCHEDULE A
As compensation for the services of the Agents hereunder, the Company
shall pay the applicable Agent, on a discount basis, a commission for the sale
of each Note equal to the principal amount of such Note multiplied by the
appropriate percentage set forth below:
PERCENT OF
MATURITY RANGES PRINCIPAL AMOUNT
----------------------------------- -----------------
From 9 months to less than 1 year 125%
From 1 year to less than 18 months 150
From 18 months to less than 2 years 200
From 2 years to less than 3 years 250
From 3 years to less than 4 years 350
From 4 years to less than 5 years 450
From 5 years to less than 6 years 500
From 6 years to less than 7 years 550
From 7 years to less than 10 years 600
From 10 years to less than 15 years 625
From 15 years to less than 20 years 700
From 20 years to 40 years 750
Greater than 40 years *
_____________________
* As agreed to by the Company and the applicable Agent at the time of
sale.
