MEDIAONE GROUP, INC.
26,000,000 PIES-SM- (Premium Income Exchangeable
Securities-SM-)* ___% Exchangeable Notes, due
November 15, 2002
(Subject to Exchange into American Depositary Receipts each
representing ten ordinary shares, nominal value $0.l0 per
share, of Vodafone AirTouch Public Limited Company)
Form of Underwriting Agreement
New York, New York
______ __, 1999
▇▇▇▇▇▇ Brothers Inc.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
Credit Suisse First Boston Corporation
c/▇ ▇▇▇▇▇▇ Brothers Inc.
As Representatives of the several Underwriters,
Three World Financial Center
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
MediaOne Group, Inc. (formerly known as US WEST, Inc.), a
Delaware corporation ("MediaOne Group"), proposes to sell to the underwriters
named in Schedule I hereto (the "Underwriters"), for whom you (the
"Representatives") are acting as representatives, an aggregate of 26,000,000
PIES (Premium Income Exchangeable Securities) consisting of its ___%
Exchangeable Notes, due November 15, 2002 (the "Underwritten PIES") to be
issued under an indenture dated as of November 13, 1995 between MediaOne
Group and Bank One Trust Company, NA (as successor to The First National Bank
of Chicago), as trustee (the "Trustee"), as amended to the date hereof by the
First Supplemental Indenture thereto dated as of December 6, 1995, the Second
Supplemental Indenture thereto dated as of May 8, 1996, the Third
Supplemental Indenture thereto dated as of August 5, 1998 and the Fourth
Supplemental Indenture to be dated as of ______ __, 1999 (collectively, the
"Indenture"). In addition, the Underwriters will have an option to purchase
up to 2,629,720 PIES (the "Option PIES" and, together with the Underwritten
PIES, the "PIES"). At maturity (including as a result of acceleration or
otherwise), the PIES will be mandatorily exchanged by MediaOne Group into
American Depositary Receipts ("Vodafone ADRs") each representing ten ordinary
shares, nominal value $0.10 per share ("Vodafone Ordinary Shares"), of
Vodafone AirTouch Public Limited Company, a public limited company
incorporated under the laws of England and Wales ("Vodafone") (or, at
MediaOne Group's option under the circumstances described in the Final
Prospectus (as defined below), the cash equivalent for all or part thereof
and/or such other
---------------------
* Plus an option to purchase from MediaOne Group, Inc. up to 2,629,720
additional PIES to cover over-allotments. "Premium Income Exchangeable
Securities-SM-" and "PIES-SM-" are service marks owned by ▇▇▇▇▇▇
Brothers Inc.
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consideration as permitted or required by the terms of the PIES) at the rate
specified in the Final Prospectus.
Certain terms used in this Agreement are defined in
paragraph (e) of Section 1.
1. REPRESENTATIONS AND WARRANTIES OF MEDIAONE GROUP.
MediaOne Group represents and warrants to, and agrees with, each Underwriter
as set forth below in this Section 1.
(a) MediaOne Group has filed with the Commission a registration
statement (file number 333-88713) on Form S-3, including a basic prospectus,
for the registration under the Securities Act of 1933, as amended (the
"Act"), of the offering and sale of the PIES. MediaOne Group may have filed
one or more amendments thereto, and may have used a Preliminary Final
Prospectus, each of which has previously been furnished to you. Such
registration statement, as so amended, has become effective. MediaOne Group
will next file with the Commission pursuant to Rules 415 and 424(b)(2) or (5)
a final supplement to the form of prospectus included in such registration
statement relating to the PIES and the offering thereof. As filed, such final
prospectus supplement, except to the extent the Representatives shall agree
in writing to a modification, shall be in all substantive respects in the
form furnished to you prior to the Execution Time or, to the extent not
completed at the Execution Time, shall contain only such specific additional
information and other changes (beyond that contained in the Basic Prospectus
and any Preliminary Final Prospectus) as MediaOne Group has advised you,
prior to the Execution Time, will be included or made therein.
(b) On the Effective Date, the Registration Statement did or will,
and when the Final Prospectus is first filed in accordance with Rule 424(b)
and on the Closing Date (as hereinafter defined), the Final Prospectus (and
any supplement thereto) will, conform in all material respects with the
applicable requirements of the Act, the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), and the respective rules thereunder; on the
Effective Date, the Registration Statement did not or will not contain any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein not misleading; on the Effective Date and on the Closing Date, the
Indenture did or will comply in all material respects with the applicable
requirements of the Trust Indenture Act and the rules thereunder; and, on the
date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final
Prospectus (together with any supplement thereto) will not include any untrue
statement of a material fact or omit 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; PROVIDED, HOWEVER, that MediaOne Group
makes no representations or warranties as to (A) that part of the
Registration Statement which shall constitute the Statement of Eligibility
and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or
(B) the information contained in or omitted from the Registration Statement
or the Final Prospectus (or any supplement thereto) in reliance upon and in
conformity with information furnished in writing to MediaOne Group by or on
behalf of any Underwriter through the Representatives specifically for
inclusion in the Registration Statement or the Final Prospectus (or any
supplement thereto).
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(c) Subsequent to the respective dates as of which information is
presented in the Registration Statement and the Final Prospectus, except as
otherwise stated therein, there has been no material adverse change or any
development involving a prospective material adverse change in the financial
condition or results of operations of MediaOne Group and its subsidiaries
taken as a whole (a "MediaOne Material Adverse Effect").
(d) MediaOne Group has not taken and will not take, directly or
indirectly, any action designed to or which has constituted or which might
reasonably be expected to cause or result, under the Exchange Act or
otherwise, in stabilization or manipulation of the price of any security of
Vodafone to facilitate the sale or resale of the PIES, the related Vodafone
ADRs or the underlying Vodafone Ordinary Shares and has not effected any
sales of Vodafone ADRs or Vodafone Ordinary Shares which, if effected by the
issuer, would be required to be disclosed in response to Item 701 of
Regulation S-K.
(e) The terms which follow, when used in this Agreement, shall have
the meanings indicated. The term "Commission" shall mean the Securities and
Exchange Commission. "Effective Date" shall mean each date that the
Registration Statement and any post-effective amendment or amendments thereto
became or become effective. "Execution Time" shall mean the date and time
that this Agreement is executed and delivered by the parties hereto. "Basic
Prospectus" shall mean the prospectus referred to in paragraph (a) of this
Section 1 contained in the Registration Statement at the Effective Date.
"Preliminary Final Prospectus" shall mean any preliminary prospectus
supplement to the Basic Prospectus which describes the PIES and the offering
thereof, is used prior to filing the Final Prospectus and is filed, together
with the Basic Prospectus, pursuant to Rule 424(b). "Final Prospectus" shall
mean the prospectus supplement relating to the PIES that is first filed
pursuant to Rule 424(b) after the Execution Time together with the Basic
Prospectus. "Registration Statement" shall mean the registration statement
referred to in paragraph (a) of this Section 1, including incorporated
documents, exhibits and financial statements, as amended at the Execution
Time and, in the event any post-effective amendment thereto becomes effective
prior to the Closing Date shall also mean such registration statement as so
amended. Such term shall include any Rule 430A Information deemed to be
included therein at the Effective Date as provided by Rule 430A. "Rule 415,"
"Rule 424," "Rule ▇▇▇▇," "▇▇▇▇▇▇▇▇▇▇ ▇-▇" and "Regulation S-X" refer to such
rules or regulation under the Act. "Rule 430A Information" means information
with respect to the PIES and the offering thereof permitted to be omitted
from the Registration Statement when it becomes effective pursuant to Rule
430A. Any reference herein to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under the Exchange
Act on or before the Effective Date or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the
case may be; and any reference herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the filing of any document under the Exchange
Act after the Effective Date, or the issue date of any Preliminary Final
Prospectus or the Final Prospectus, as the case may be, deemed to be
incorporated therein by reference.
(f) (i) Neither the execution or delivery of this Agreement
nor the consummation of the transactions contemplated hereby will conflict
with, result in a breach or violation of, or
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constitute a default under, (A) the articles of incorporation, by-laws or
other governing documents of MediaOne Group or MediaOne of Delaware, Inc.
(the "MediaOne Group Subsidiary") or (B) any material agreement, indenture or
other instrument, to which any of them is a party or by which any of them is
bound, or to which any of their properties is subject (except in the case of
this clause (B) for such conflicts, breaches, violations and defaults that
would not result in a MediaOne Material Adverse Effect) and (ii) the
performance by MediaOne Group of its obligations hereunder will not (A) to
the best knowledge of MediaOne Group, violate in any material respect any
law, rule, administrative regulation or decree of any court, governmental
agency, regulatory body or other governmental body, or any arbitrator having
jurisdiction over MediaOne Group or the MediaOne Group Subsidiary or any of
their respective properties, or (B) result in the creation or imposition of
any material lien, charge, claim or encumbrance upon any property or asset of
MediaOne Group or the MediaOne Group Subsidiary (except for such liens,
charges and encumbrances that would not have a MediaOne Material Adverse
Effect). Except for permits and similar authorizations required under the Act
and the securities or "Blue Sky" laws of certain jurisdictions and for such
permits and authorizations which have been obtained, no consent, approval,
authorization or order of any court, governmental agency, regulatory body or
other governmental body or financial institution is required in connection
with the consummation by MediaOne Group of the transactions contemplated by
this Agreement. There are no significant subsidiaries (as defined in Rule
1-02 under Regulation S-X) of MediaOne Group other than the MediaOne Group
Subsidiary.
(g) This Agreement has been duly authorized, executed and
delivered by MediaOne Group.
(h) No action, suit or proceeding by or before any court or
any governmental agency, regulatory body or other governmental body or any
arbitrator involving MediaOne Group or any its subsidiaries, or any of their
respective properties is pending or threatened that (A) may have a material
adverse effect on the performance of this Agreement by MediaOne Group or the
consummation by MediaOne Group of any of the transactions contemplated hereby
or (B) may have a MediaOne ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect (except, in the case
of this clause (B) for those that have been disclosed in the Final
Prospectus).
(i) MediaOne is not an "Affiliate" of Vodafone within the
meaning of the Act, does not have the right to designate any members to
Vodafone's Board of Directors or to otherwise influence the management or
operations of Vodafone and does not have any material non-public information
concerning Vodafone.
(j) MediaOne has not consummated any disposition of a
business meeting the conditions of a significant subsidiary set forth in Rule
1-02(w) of Regulation S-X under the Act since December 31, 1998, nor is any
such consummation probable within the meaning of Rule 11-01 of Regulation S-X
under the Act.
2. PURCHASE AND SALE. (a) Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, MediaOne
Group agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from MediaOne Group, the number of
PIES set forth opposite that Underwriter's name on Schedule I hereto, at a
price of $_____ per PIES.
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(b) Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, MediaOne Group
hereby grants an option to the several Underwriters to purchase, severally
and not jointly, up to 2,629,720 of the Option PIES at the same purchase
price as the Underwriters shall pay for the Underwritten PIES. Said option
may be exercised only to cover over-allotments in the sale of the
Underwritten PIES by the Underwriters. Said option may be exercised in whole
or in part at any time (but not more than once) on or before the 30th day
after the date of the Final Prospectus upon written or telegraphic notice by
the Representatives to MediaOne Group setting forth the number of the Option
PIES as to which the several Underwriters are exercising the option and the
settlement date. Delivery of certificates for the Option PIES, and payment
therefor, shall be made as provided in Section 3 hereof. The number of the
Option PIES to be purchased by each Underwriter shall be the same percentage
of the total number of the Option PIES to be purchased by the several
Underwriters as such Underwriter is purchasing of the Underwritten PIES,
subject to such adjustments as you in your absolute discretion shall make to
eliminate any fractional Option PIES.
3. DELIVERY AND PAYMENT. Delivery of and payment for the
Underwritten PIES and the Option PIES (if the option provided for in Section
2(b) hereof shall have been exercised on or before the second business day
prior to the Closing Date) shall be made at 10:00 AM, New York City time, on
______ __, 1999, (or such later date not later than five business days after
such specified date as the Representatives shall designate) which date and
time may be postponed by agreement between the Representatives and MediaOne
Group or as provided in Section 9 hereof (such date and time of delivery and
payment for the PIES being herein called the "Closing Date"). Delivery of the
PIES shall be made to the Representatives for the respective accounts of the
several Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of
MediaOne Group by wire transfer of same day funds to an account specified by
MediaOne Group on or before the second business day prior to the Closing
Date. Delivery of the PIES shall be made through the facilities of the
Depositary Trust Company, unless the Representatives otherwise instruct.
Certificates for the PIES shall be registered in such names and in such
denominations as the Representatives may request not less than two full
business days in advance of the Closing Date.
If the option provided for in Section 2(b) hereof is
exercised after the second business day prior to the Closing Date, MediaOne
Group will deliver the Option PIES (at the expense of MediaOne Group) to the
Representatives through the facilities of the Depositary Trust Company on the
date specified by the Representatives (which shall be within three business
days after exercise of said option) against payment of the purchase price
thereof to or upon the order of MediaOne Group by wire transfer of funds
payable in same day funds to the above-mentioned account specified by
MediaOne Group. If settlement for the Option PIES occurs after the Closing
Date, MediaOne Group will deliver to the Representatives on the settlement
date for the Option PIES, and the obligation of the Underwriters to purchase
the Option PIES shall be conditioned upon receipt of, supplemental opinions,
certificates and letters confirming as of such date the opinions,
certificates and letters delivered on the Closing Date pursuant to Section 6
hereof.
4. OFFERING BY UNDERWRITERS.
5
(a) It is understood that the several Underwriters propose
to offer the PIES for sale to the public as set forth in the Final Prospectus.
(b) Each Underwriter represents and agrees that:
(i) it has not offered or sold and will not offer or sell any
PIES in the United Kingdom prior to admission of the PIES
to listing in accordance with Part IV of the Financial
Services ▇▇▇ ▇▇▇▇ (the "Act") except to persons whose
ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise
in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities
Regulations 1995 or the Act;
(ii) it has complied and will comply with all applicable
provisions of the Act with respect to anything done by it
in relation to the PIES in, from or otherwise involving
the United Kingdom; and
(iii) it has only issued or passed on, and will only issue or
pass on, in the United Kingdom any document received by it
in connection with the issue of the PIES, other than any
document which consists of all or any part of listing
particulars, supplementary listing particulars or any
other document required or permitted to be published by
listing rules under Part IV of the Act, to a person who is
of a kind described in Article 11(3) of the Financial
Services ▇▇▇ ▇▇▇▇ (Investment Advertisements) (Exemptions)
Order 1996 or is a person to whom such document may
otherwise lawfully be issued or passed on.
5. AGREEMENTS OF MEDIAONE GROUP. MediaOne Group agrees with
the several Underwriters that:
(a) MediaOne Group will use its best efforts to cause the
Registration Statement, if not effective at the Execution Time, and any
amendment thereof to become effective. Prior to the termination of the
offering of the PIES, MediaOne Group will not file any amendment of the
Registration Statement or supplement (including the Final Prospectus or any
Preliminary Final Prospectus) to the Basic Prospectus unless MediaOne Group
has furnished you a copy for your review prior to filing and will not file
any such proposed amendment or supplement to which you reasonably object
unless MediaOne Group shall conclude in good faith that such filing is
required by applicable law. Subject to the foregoing sentence, MediaOne Group
will cause the Final Prospectus, properly completed, and any supplement
thereto to be filed with the Commission pursuant to the applicable paragraph
of Rule 424(b) within the time period prescribed and will provide evidence
satisfactory to the Representatives of such timely filing. MediaOne Group
will promptly advise the Representatives (i) when the Registration Statement,
if not effective at the Execution Time, and any amendment thereto, shall have
become effective, (ii) when the Final Prospectus, and any supplement thereto,
shall have been filed with the Commission pursuant to Rule 424(b), (iii)
when, prior to termination of the offering of the PIES, any amendment to the
Registration Statement shall have been filed or become effective, (iv) of
6
any request by the Commission for any amendment of the Registration Statement
or supplement to the Final Prospectus or for any additional information, (v)
of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution or threatening
of any proceeding for that purpose and (vi) of the receipt by MediaOne Group
of any notification with respect to the suspension of the qualification of
the PIES for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose. MediaOne Group will use its best efforts to
prevent the issuance of any such stop order and, if issued, to obtain as soon
as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the PIES
is required to be delivered under the Act, any event occurs as a result of
which the Final Prospectus as then supplemented would include any 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 shall be necessary to amend the
Registration Statement or supplement the Final Prospectus to comply with the
Act or the Exchange Act or the respective rules thereunder, MediaOne Group
promptly will prepare and file with the Commission, subject to the second
sentence of paragraph (a) of this Section 5, an amendment or supplement which
will correct such statement or omission or effect such compliance.
(c) As soon as practicable, MediaOne Group will make
generally available to its security holders an earnings statement or
statements of MediaOne Group and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) MediaOne Group will furnish to the Representatives and
counsel for the Underwriters, without charge, copies of the Registration
Statement (including exhibits thereto) and to each other Underwriter a copy
of the Registration Statement (without exhibits thereto) and, so long as
delivery of a prospectus by an Underwriter or dealer may be required by the
Act, as many copies of each Preliminary Final Prospectus and the Final
Prospectus and any supplement thereto as the Representatives may reasonably
request. MediaOne Group will pay the expenses of printing or other production
of the Registration Statement, each Preliminary Final Prospectus and the
Final Prospectus.
(e) MediaOne Group will arrange for the qualification of
the PIES and the related Vodafone ADRs and underlying Vodafone Ordinary
Shares for sale under the laws of such jurisdictions as the Representatives
may designate and will maintain such qualifications in effect so long as
required for the distribution of the PIES; provided, however, that in
connection therewith MediaOne Group shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction and shall not be required to cause Vodafone to make any filing
or take any action with respect to the qualification of the Vodafone ADRs and
underlying Vodafone Ordinary Shares in any such jurisdiction.
(f) MediaOne Group will not, for a period of 90 days
following the Execution Time, without the prior written consent of ▇▇▇▇▇▇
Brothers Inc., offer for sale, sell or contract to sell, or otherwise dispose
of, or announce the offering of, or file or cause the filing of any
registration statement under the Securities Act with respect to, any Vodafone
ADRs or Vodafone Ordinary Shares or any securities convertible into, or
exchangeable for, or warrants to acquire, Vodafone ADRs or Vodafone Ordinary
Shares (other than the PIES).
7
(g) MediaOne Group will use its reasonable best efforts to
complete the listing of the PIES on the London Stock Exchange as promptly as
possible.
6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The
obligations of the Underwriters to purchase the PIES shall be subject to the
accuracy of the representations and warranties on the part of MediaOne Group
contained herein as of the Execution Time, the Closing Date and any
settlement date pursuant to Section 3 hereof, to the accuracy of the
statements of MediaOne Group made in any certificates pursuant to the
provisions hereof, to the performance by MediaOne Group of their respective
obligations hereunder and to the following additional conditions:
(a) If the Registration Statement has not become effective
prior to the Execution Time, unless the Representatives agree in writing to a
later time, such Registration Statement will become effective not later than
(i) 6:00 PM, New York City time, on the date of determination of the public
offering price, if such determination occurred at or prior to 3:00 PM, New
York City time, on such date or (ii) 12:00 Noon, New York City time, on the
business day following the day on which the public offering price was
determined, if such determination occurred after 3:00 PM, New York City time,
on such date; if filing of the Final Prospectus, or any supplements thereto,
is required pursuant to Rule 424(b), such Final Prospectus, and any such
supplements, will be filed in the manner and within the time period required
by Rule 424(b); and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
(b) MediaOne Group shall have furnished to the
Representatives the opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Corporate Counsel of
MediaOne Group, dated the Closing Date, to the effect that:
(i) each of MediaOne Group and the MediaOne Group Subsidiary
has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction in which it is
organized, with full corporate power and authority to own its
properties and conduct its business as described in the Final
Prospectus, and is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each jurisdiction
which requires such qualification wherein it owns or leases material
properties or conducts material business, except where failure to so
qualify would not have a material adverse effect on MediaOne Group and
the MediaOne Group Subsidiary, taken as a whole;
(ii) no consent, approval, authorization or order of any court
or governmental agency or body is required for the consummation of the
transactions contemplated herein, except such as have been obtained
under the Act and such as may be required under the blue sky laws of
any jurisdiction in connection with the distribution of the PIES and
the related Vodafone ADRs and underlying Vodafone Ordinary Shares by
MediaOne Group and such other approvals (specified in such opinion) as
have been obtained; and
(iii) to the best knowledge of such counsel, MediaOne Group
has good and marketable title to 1,482,840,500 Vodafone ADRs and owns
such Vodafone ADRs free and clear of all liens, encumbrances, equities
and claims.
8
In rendering such opinion, such counsel may rely (A) as to matters involving
the application of laws of any jurisdiction other than the State of Colorado,
the State of Delaware or the United States, to the extent such counsel deems
proper and specified in such opinion, upon the opinion of other counsel of
good standing whom such counsel believes to be reliable and who are
satisfactory to counsel for the Underwriters and (B) as to matters of fact,
to the extent such counsel deems proper, on certificates of responsible
officers of MediaOne Group and public officials. References to the Final
Prospectus in this paragraph (b) include any supplements thereto at the
Closing Date.
(c) MediaOne Group shall have furnished to the
Representatives the opinion of Weil, Gotshal & ▇▇▇▇▇▇, counsel for MediaOne
Group, dated as of the Closing Date, to the effect that:
(i) MediaOne Group has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware, with full corporate power and authority to own its
properties and conduct its business as described in the Final
Prospectus;
(ii) the Indenture has been duly authorized, executed and
delivered, has been duly qualified under the Trust Indenture Act, and
(assuming the due authorization, execution and delivery thereof by the
Trustee) constitutes a legal, valid and binding instrument enforceable
against MediaOne Group in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights
generally from time to time in effect); the Issuing and Paying Agency
Agreement between MediaOne Group, The Bank of New York and the Bank of
New York, London, to be dated _________ __, 1999, has been duly
authorized, executed and delivered and (assuming the due authorization,
execution and delivery thereof by The Bank of New York and the Bank of
New York, London) constitutes a legal, valid and binding instrument
enforceable against MediaOne Group in accordance with its terms
(subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally from time to time in effect); and the PIES
have been duly authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered to and
paid for by the Underwriters pursuant to this Agreement will constitute
legal, valid and binding obligations of MediaOne Group entitled to the
benefits of the Indenture;
(iii) the Registration Statement was declared effective under
the Act; any required filing of the Basic Prospectus, any Preliminary
Final Prospectus and the Final Prospectus, and of any supplements
thereto, pursuant to Rule 424(b) has been made in the manner and within
the time period required by Rule 424(b); to the best knowledge of such
counsel, no stop order suspending the effectiveness of the Registration
Statement has been issued, no proceedings for that purpose have been
instituted or threatened;
(iv) this Agreement has been duly authorized, executed and
delivered by MediaOne Group;
9
(v) The statements in the Basic Prospectus under the heading
"Description of Debt Securities" and the statements in the Final
Prospectus under the heading "Description of the PIES", insofar as such
statements constitute a summary of certain provisions of the Indenture
and the PIES, are accurate in all material respects; and
(vi) It is not necessary to register under the Act the offer
and sale of Vodafone ADRs or Vodafone Ordinary Shares in connection
with the sale of the PIES to the underwriters or the resale of the PIES
to the initial purchasers thereof by the underwriters pursuant to this
Agreement in the manner contemplated under the heading "Plan of
Distribution" in the Final Prospectus.
In addition, such counsel shall state that it has participated
in conferences with officers and other representatives of MediaOne Group,
representatives of the independent public accountants for MediaOne Group and
representatives of the Underwriters and counsel for the Underwriters, at which
conferences the contents of the Registration Statement and the Final Prospectus
and related matters were discussed; such counsel has not independently verified
and is not passing upon and assumes no responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement and the Final Prospectus, except for the statements in the Basic
Prospectus under the heading "Description of Debt Securities" and the statements
in the Final Prospectus under the heading "Description of the PIES"; however,
based upon such counsel's participation in the aforesaid conferences, no facts
have come to its attention which lead it to believe that the Registration
Statement, as of the Effective Date, and the Final Prospectus (other than the
financial statements and other financial, accounting and operating (as described
below) information contained therein, and Exhibit 25 to the Registration
Statement, as to which such counsel need express no opinion) did not comply as
to form in all material respects with the applicable requirements of the Act,
the Exchange Act and the Trust Indenture Act and the respective rules
thereunder; and such counsel has no reason to believe that at the Effective Date
the Registration Statement (other than the financial statements and schedules
and other financial, accounting and operating (as described below) information
included therein and Exhibit 25 to the Registration Statement) contained any
untrue statement of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements included
therein not misleading or that, as of the date thereof or on the Closing Date,
the Final Prospectus (other than the financial statements and schedules and
other financial and accounting and operating (as described below) information
included therein, and Exhibit 25 to the Registration Statement) included or
includes any untrue statement of a material fact or omitted or omits to state a
material fact required to be stated therein or necessary to make the statements
included therein, in the light of the circumstances under which they were made,
not misleading. For purposes of this paragraph, the phrase "operating
information" means information of the type included in the annual report filed
by MediaOne on Form 10-K in the last item under the caption "Financial
Highlights--Other Data."
(d) The Representatives shall have received from Cleary,
Gottlieb, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date, with respect to the issuance and sale of the
PIES, the Indenture, the Registration Statement, the Final Prospectus (together
with any supplement thereto), the Vodafone ADRs, and other related matters as
the Representatives may reasonably require, and MediaOne Group shall have
10
furnished to such counsel such documents as they reasonably request for the
purpose of enabling them to pass upon such matters.
(e) MediaOne Group shall have furnished to the Representatives
a certificate of MediaOne Group, signed by the Executive Vice President and
Chief Financial Officer of MediaOne Group or Senior Vice President and Treasurer
of MediaOne Group, dated the Closing Date, to the effect that the signer of such
certificate has carefully examined the Registration Statement, the Final
Prospectus, any supplements to the Final Prospectus and this Agreement and that
to the best of his knowledge after reasonable investigation:
(i) the representations and warranties of MediaOne Group in
this Agreement are true and correct in all material respects on and as
of the Closing Date with the same effect as if made on the Closing Date
and MediaOne Group has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied at or prior
to the Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to MediaOne Group's knowledge,
threatened; and
(iii) since the date of the most recent financial statements
included in the Final Prospectus (exclusive of any supplement thereto),
there has been no material adverse change in the financial position or
results of operations of MediaOne Group and its subsidiaries taken as a
whole, whether or not arising from transactions in the ordinary course
of business, except as set forth in or contemplated in the Final
Prospectus (exclusive of any supplement thereto).
(f) At the Execution Time and at the Closing Date, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ LLP, accountants for MediaOne Group for the years ended December 31,
1996, 1997 and 1998, shall have furnished to the Representatives a letter or
letters, dated respectively as of the Execution Time and as of the Closing Date,
in form and substance satisfactory to the Representatives, confirming that they
are independent accountants within the meaning of the Act and the Exchange Act
and the respective applicable published rules and regulations thereunder and
stating in effect that:
(i) in their opinion the audited financial statements
and financial statement schedules included or incorporated in
the Registration Statement and the Final Prospectus and
reported on by them comply in form in all material respects
with the applicable accounting requirements of the Act and the
Exchange Act and the related published rules and regulations;
(ii) on the basis of a reading of the latest
unaudited financial statements made available by the MediaOne
Group and its subsidiaries; carrying out certain specified
procedures (but not an examination in accordance with
generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect to the
comments set forth in such letter; a reading of the minutes of
the meetings of the shareholders, directors and executive,
finance,
11
audit committees of MediaOne Group and its
subsidiaries; and inquiries of certain officials of MediaOne
Group who have responsibility for financial and accounting
matters of MediaOne Group and its subsidiaries as to
transactions and events subsequent to December 31, 1998,
nothing came to their attention which caused them to believe
that:
(A) any unaudited financial statements included or
incorporated in the Registration Statement and the Final
Prospectus do not comply in form in all material respects
with applicable accounting requirements and with the
published rules and regulations of the Commission with
respect to financial statements included or incorporated
in quarterly reports on Form 10-Q under the Exchange Act;
or said unaudited financial statements are not in
conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of
the audited financial statements included or incorporated
in the Registration Statement and the Final Prospectus; or
(B) with respect to the period subsequent to June 30,
1999, there were any changes, at a specified date not more
than five business days prior to the date of the letter,
in the capital stock of MediaOne Group, or any increase in
the consolidated long-term debt of MediaOne Group and its
subsidiaries, or decreases in consolidated net current
assets or net assets as compared with the amounts shown on
the June 30, 1999 consolidated balance sheet included or
incorporated in the Registration Statement and the Final
Prospectus, or for the period from July 1, 1999 to such
specified date there were any decreases, as compared with
the corresponding period in the preceding year in
consolidated revenues, net income or net income per share
of MediaOne Group and its subsidiaries, except in all
instances for changes or decreases set forth in such
letter, in which case the letter shall be accompanied by
an explanation by MediaOne Group as to the significance
thereof unless said explanation is not deemed necessary by
the Representatives; and
(iii) they have performed certain other specified
procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical
information derived from the general accounting records of
MediaOne Group and its subsidiaries) set forth or incorporated
in the Registration Statement and the Final Prospectus and in
Exhibit 12 to the Registration Statement, agrees with the
accounting records of MediaOne Group and its subsidiaries,
excluding any questions of legal interpretation.
References to the Final Prospectus in this paragraph (f)
include any supplement thereto at the date of this letter.
(g) Subsequent to the Execution Time or, if earlier, the dates
as of which information is given in each of the Registration Statement
(exclusive of any amendment thereof) and the Final Prospectus (exclusive of any
supplement thereto), there shall not have been any change, or any development or
announcement involving a prospective change, in or affecting the
12
business or properties of either MediaOne Group or Vodafone and their
respective subsidiaries, taken as a whole, the effect of which is, in the
judgment of the Representatives, so material and adverse as to make it
impractical or inadvisable to proceed with the offering or delivery of the
PIES as contemplated by the Registration Statement (exclusive of any
amendment thereof) and the Final Prospectus (exclusive of any supplement
thereto).
(h) Subsequent to the Execution Time, there shall not have
been any decrease in the rating of any of MediaOne Group's or Vodafone's debt
securities by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act) or any notice given of any
intended or potential decrease in any such rating or of a possible change in
any such rating that does not indicate the direction of the possible change.
(i) The PIES shall have been listed and admitted and
authorized for trading on the New York Stock Exchange, and satisfactory
evidence of such actions shall have been provided to the Representatives.
(j) Prior to the Closing Date, MediaOne Group shall have
furnished to the Representatives such further information, certificates and
documents as the Representatives may reasonably request.
If any of the conditions specified in this Section 6 shall
not have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Representatives and counsel for the
Underwriters, this Agreement and all obligations of the Underwriters
hereunder may be canceled at, or at any time prior to, the Closing Date by
the Representatives. Notice of such cancellation shall be given to MediaOne
Group in writing or by telephone or telegraph confirmed in writing.
7. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of
the PIES provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 hereof is not
satisfied, because of any termination pursuant to Section 10 hereof or
because of any refusal, inability or failure on the part of MediaOne Group to
perform any agreement herein or comply with any provision hereof other than
by reason of a default by any of the Underwriters, MediaOne Group will
reimburse the Underwriters severally upon demand for all reasonable
out-of-pocket expenses (including reasonable fees and disbursements of
counsel) that shall have been incurred by them in connection with the
proposed purchase and sale of the PIES. The Underwriters agree to pay such
expenses, fees and disbursements in any other event. In no event will
MediaOne Group be liable to any of the Underwriters for damages on account of
loss of anticipated profits.
8. INDEMNIFICATION AND CONTRIBUTION. (a) MediaOne Group
agrees to indemnify and hold harmless each Underwriter, the directors,
officers, employees and agents of each Underwriter, and each person who
controls any Underwriter within the meaning of either the Act or the Exchange
Act against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
13
statement or alleged untrue statement of a material fact contained in the
Registration Statement as originally filed or in any amendment thereof, or in
the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, or in any amendment thereof or supplement thereto, 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 not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; PROVIDED, HOWEVER, that MediaOne Group
will not be liable under the indemnity agreement in this paragraph (a) to the
extent that such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement as originally filed or in
any amendment thereof, or in the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, or in any amendment thereof or supplement
thereto in reliance upon and in conformity with written information furnished
to MediaOne Group by or on behalf of any Underwriter through the
Representatives specifically for inclusion therein; and PROVIDED, FURTHER
that MediaOne Group shall not be liable to any Underwriter under the
indemnity agreement in this paragraph (a) with respect to the Preliminary
Final Prospectus to the extent that any such loss, claim, damage or liability
of such Underwriter results from the fact that such Underwriter sold PIES to
a person as to whom it shall be established that there was not sent or given,
at or prior to the written confirmation of such sale, a copy of the Final
Prospectus (excluding documents incorporated by reference), as the case may
be, or of the Final Prospectus as then amended or supplemented (excluding
documents incorporated by reference) in any case where such delivery is
required by the Act and where MediaOne Group has previously furnished copies
thereof in sufficient quantity to such Underwriter and the loss, claim,
damage or liability of such Underwriter results from an untrue statement or
omission of a material fact contained in the Final Preliminary Prospectus and
corrected in the Final Prospectus (excluding documents incorporated by
reference) or in the Final Prospectus as then amended or supplemented
(excluding documents incorporated by reference). This indemnity agreement
will be in addition to any liability which MediaOne Group may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold
harmless MediaOne Group, each of its directors, each of its officers who
signs the Registration Statement, and each person who controls MediaOne Group
within the meaning of either the Act or the Exchange Act, to the same extent
as the foregoing indemnity in paragraph (a) from MediaOne Group to each
Underwriter, but only with reference to written information furnished to
MediaOne Group by or on behalf of such Underwriter through the
Representatives specifically for inclusion in the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. MediaOne Group
acknowledges that the statements set forth in the fourth, ninth and final
paragraphs under the heading "Plan of Distribution" in the Preliminary Final
Prospectus and in the Final Prospectus, constitute the only information
furnished in writing by or on behalf of the several Underwriters as of the
date hereof for inclusion in the documents referred to in the foregoing
indemnity, and you, as the Representatives, confirm that such statements are
correct.
(c) Promptly after receipt by an indemnified party under this
Section 8 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 8, notify the indemnifying party in
14
writing of the commencement thereof, but the failure so to notify the
indemnifying party (i) will not relieve it from any liability under paragraph
(a) or (b) above except to the extent it has been materially prejudiced by
such omission and (ii) will not, in any event, relieve the indemnifying party
from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. 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; PROVIDED, HOWEVER, that,
any indemnified party may employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such indemnified party except as provided below.
Upon receipt of notice from the indemnifying party to the indemnified party
of its election to assume the defense thereof and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such
indemnified party (except as set forth below) under this Section 8 for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless (x) the indemnified party shall
have employed separate counsel in connection with the assertion of legal
defenses which the indemnified party shall have been advised by such counsel
may be available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party (it being
understood, however, that the indemnifying party shall not be liable for the
expenses of more than one separate counsel, approved by the representatives
representing the indemnified parties who are parties to such action), (y) the
indemnifying party shall not have employed satisfactory counsel to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (z) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense
of the indemnifying party; and except that, if clause (x) or (z) is
applicable, such liability shall be only in respect of the counsel referred
to in such clause (x) or (z). An indemnifying party shall not be liable for
any amounts paid in settlement of any action or claim without its written
consent of the indemnifying party, which shall not be unreasonably withheld.
An indemnifying party will not, without the prior written consent of each
indemnified party, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of such indemnified party from all
liability arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph
(a) or (b) of this Section 8 is for any reason held by a court to be
unavailable to an indemnified party for any reason, MediaOne Group and the
Underwriters agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) (collectively "Losses") to
which MediaOne Group and one or more of the Underwriters may be subject (x)
in such proportion as shall be appropriate to reflect the relative benefits
received by MediaOne Group on the one hand and the Underwriters, on the
other, from the offering of the PIES or (y) if the allocation provided by
clause (x) above is not permitted by applicable law or if the otherwise
indemnified party failed to give the notice required under Section 8(c), in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (x) above but also the relative fault of MediaOne Group
on the one
15
hand and the Underwriters, on the other, with respect to the statements or
omissions which resulted in such Losses, as well as any other relevant
equitable considerations; PROVIDED, HOWEVER, that in no case shall any
Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the PIES) be responsible for any amount in excess
of the product of (i) the total Losses and (ii) the percentage (expressed as
a decimal) that the aggregate underwriting discount applicable to the PIES
purchased by such Underwriter hereunder bears to the aggregate initial public
offering price of such PIES. The relative benefits received by MediaOne Group
on the one hand and the Underwriters on the other with respect to such
offering shall be deemed to be equal to the total net proceeds from the
offering (before deducting expenses) received by MediaOne Group, and the
total underwriting discounts and commissions, respectively, in each case as
set forth on the cover page of the Final Prospectus. Relative fault shall be
determined by reference to whether any alleged untrue statement or omission
relates to information provided by MediaOne Group on the one hand or the
Underwriters on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
statement or omission. MediaOne Group and the Underwriters agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method of allocation which does not take account of
the equitable considerations referred to above. Notwithstanding the
provisions of this paragraph (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 8, each person who
controls an Underwriter within the meaning of either the Act or the Exchange
Act and each director, officer, employee and agent of an Underwriter shall
have the same rights to contribution as such Underwriter, and each person who
controls MediaOne Group within the meaning of either the Act or the Exchange
Act, each officer of MediaOne Group who shall have signed the Registration
Statement and each director of MediaOne Group shall have the same rights to
contribution as MediaOne Group, subject in each case to the applicable terms
and conditions of this paragraph (d). Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action, suit or
proceeding against another party or parties under this paragraph (d), notify
such party or parties from whom contribution may be sought, but the omission
to so notify in writing such party or parties shall not relieve the party or
parties from whom contribution may be sought from any other obligation it or
they may have hereunder or otherwise under this paragraph (d).
9. DEFAULT BY AN UNDERWRITER. If any one or more
Underwriters shall fail to purchase and pay for any of the PIES agreed to be
purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be
obligated severally to take up and pay for (in the respective proportions
which the principal amount of PIES set forth opposite their names in Schedule
I hereto bears to the aggregate principal amount of PIES set forth opposite
the names of all the remaining Underwriters) the PIES which the defaulting
Underwriter or Underwriters agreed but failed to purchase; PROVIDED, HOWEVER,
that in the event that the aggregate principal amount of PIES which the
defaulting Underwriter or Underwriters agreed but failed to purchase shall
exceed 10% of the aggregate amount of PIES set forth in Schedule I hereto,
the remaining Underwriters shall have the right to purchase all, but shall
not be under any obligation to purchase any, of the PIES, and if such
nondefaulting Underwriters do not purchase all the PIES, this Agreement will
terminate without liability to any
16
nondefaulting Underwriter or MediaOne Group. In the event of a default by any
Underwriter as set forth in this Section 9, the Closing Date shall be
postponed for such period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the Registration
Statement and the Final Prospectus or in any other documents or arrangements
may be effected. Nothing contained in this Agreement shall relieve any
defaulting Underwriter of its liability, if any, to MediaOne Group and any
nondefaulting Underwriter for damages occasioned by its default hereunder.
10. TERMINATION. This Agreement shall be subject to
termination in the absolute discretion of the Representatives, by written
notice given to MediaOne Group prior to delivery of and payment for the PIES,
if prior to such time (a) trading in MediaOne Group's common stock or the
Vodafone ADRs shall have been suspended by the Commission or the New York
Stock Exchange or trading in securities generally on the New York Stock
Exchange or the London Stock Exchange shall have been suspended or limited or
minimum prices shall have been established on either such Exchange, (b) a
banking moratorium shall have been declared by United States Federal, New
York State or United Kingdom authorities or (c) there shall have occurred any
outbreak or escalation of hostilities, declaration by the United States or
the United Kingdom of a national emergency or war or other calamity or
crisis, the effect of which on financial markets of the United States or the
United Kingdom is such as to make it, in the judgment of the Representatives,
impracticable or inadvisable to proceed with the offering or delivery of the
PIES as contemplated by the Final Prospectus (exclusive of any supplement
thereto).
11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The
respective agreements, representations, warranties, indemnities and other
statements of MediaOne Group or its officers and of the Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any
Underwriter, MediaOne Group or any of the officers, directors or controlling
persons referred to in Section 8 hereof, and will survive delivery of and
payment for the PIES. The provisions of Sections 7 and 8 hereof shall survive
the termination or cancellation of this Agreement.
12. NOTICES. All communications hereunder will be in
writing and effective only on receipt, and, if sent to the Representatives,
will be mailed, delivered or telegraphed and confirmed to it at Three World
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇; or if sent to MediaOne Group,
will be mailed, delivered or telegraphed and confirmed to it at ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, attention of the Legal Department.
13. SUCCESSORS. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and
the officers and directors and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.
14. APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
17
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among MediaOne Group and the several Underwriters.
Very truly yours,
MediaOne Group, Inc.
By:_________________________________
Name:
Title:
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
▇▇▇▇▇▇ Brothers Inc.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
Credit Suisse First Boston Corporation
By: ▇▇▇▇▇▇ Brothers Inc.
By:_______________________________
Vice President
For themselves and the other
several Underwriters named in
Schedule I to the foregoing
Agreement.
18
SCHEDULE I
Amount of
Underwritten PIES
Underwriter to be Purchased
----------- -----------------
▇▇▇▇▇▇ Brothers Inc....................................
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated...........................
Credit Suisse First Boston Corporation.................
Total....................... 26,000,000
==========
19