Exhibit 4.1
Execution Copy
QWEST COMMUNICATIONS
INTERNATIONAL INC.
8.00% Senior Notes due
2015
Third Supplemental
Indenture
Dated as of September 17,
2009
U.S. BANK NATIONAL
ASSOCIATION,
as Trustee
TABLE OF CONTENTS
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Page
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ARTICLE I.
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THE 8.00% SENIOR NOTES DUE 2015
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SECTION 1.01.
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Designation of Notes
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2
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SECTION 1.02.
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Other Terms of the Notes
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2
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ARTICLE II.
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APPOINTMENT OF U.S. BANK NATIONAL
ASSOCIATION
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SECTION 2.01.
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Appointment of U.S. Bank National
Association
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2
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SECTION 2.02.
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Acceptance of Trustee
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2
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SECTION 2.03.
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Qualification of Trustee
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SECTION 2.04.
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Notice
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3
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ARTICLE III.
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AMENDMENTS TO THE INDENTURE
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SECTION 3.01.
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Amendments to the Indenture
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3
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ARTICLE IV.
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MISCELLANEOUS
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SECTION 4.01.
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Amendment and Supplement
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SECTION 4.02.
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Indenture
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SECTION 4.03.
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Governing Law
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SECTION 4.04.
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No Adverse Interpretation of Other
Agreements
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SECTION 4.05.
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Successors and Assigns
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SECTION 4.06.
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Duplicate Originals
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SECTION 4.07.
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Severability
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Exhibits
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EXHIBIT A
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FORM OF SENIOR NOTE
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EXHIBIT B-
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CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
REGISTRATION OF TRANSFER RESTRICTED NOTES
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EXHIBIT C
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FORM OF CERTIFICATE TO BE DELIVERED IN
CONNECTION TO TRANSFERS PURSUANT TO REGULATION S
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EXHIBIT D
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FORM OF GUARANTEE
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THIRD SUPPLEMENTAL INDENTURE dated
as of September 17, 2009 (this “ Supplemental
Indenture ”) by and among QWEST COMMUNICATIONS
INTERNATIONAL INC., a Delaware corporation (the “
Company ”), the Guarantors named in the Base Indenture
(as defined below) and U.S. BANK NATIONAL ASSOCIATION, as trustee
with respect to the Notes (as defined below) (the “
Trustee ”). The Trustee, and each other trustee
appointed as such with respect to the Securities (as defined below)
of any series issued under the Indenture (as defined below), shall
be the “Trustee” (as defined in the Indenture, as
supplemented hereby) for all purposes under the Indenture with
respect to the applicable series of Securities but, for the
avoidance of doubt, not with respect to any series of Securities
for which such Trustee has not been appointed trustee under the
terms of the Indenture and/or any supplement thereto).
Each party agrees as follows for the
benefit of the other party and for the equal and ratable benefit of
the holders of Notes:
WHEREAS, the Company, the Guarantors
and The Bank of New York Trust Company, N.A. (as successor in
interest to J.P. Morgan Trust Company, National Association), are
parties to that certain Indenture dated as of February 5, 2004
(the “ Base Indenture ,” as amended and
supplemented by the First Supplemental Indenture by and among the
Company, the Guarantors and the Trustee dated as of June 17,
2005, the Second Supplemental Indenture by and among the Company,
the Guarantors and the Trustee dated as of June 23, 2005 and
this Supplemental Indenture, the “ Indenture ”)
providing for the issuance from time to time of senior debt
securities (“ Securities ”) to be issued in one
or more series.
WHEREAS, the Company desires and has
requested the Trustee to join it in the execution and delivery of
this Supplemental Indenture in order to establish and provide for
the issuance by the Company of a series of Securities, designated
as its 8.00% Senior Notes due 2015 (the “ Notes
”), in an initial aggregate principal amount of
$550,000,000. The Notes shall be substantially in the form
attached hereto as Exhibit A . Capitalized terms
used in this Supplemental Indenture but not defined herein shall
have the meanings set forth in the Base Indenture.
WHEREAS, Section 10.01 of the
Indenture provides that a supplemental indenture may be entered
into by the Company and the Trustee without the consent of any
Holders to establish the form or terms of Additional Notes as
permitted by Section 2.15 of the Indenture;
WHEREAS, the conditions set forth in
the Indenture for the execution and delivery of this Supplemental
Indenture have been complied with;
WHEREAS, all things necessary to
make this Supplemental Indenture a valid agreement of the Company,
the Guarantors and the Trustee, in accordance with its terms, and a
valid amendment of, and supplement to, the Indenture have been
done.
NOW, THEREFORE, in consideration of
the premises and the purchase and acceptance of the Notes by the
holders thereof, the Company covenants and agrees with the Trustee,
for the equal and ratable benefit of the Holders, that the
Indenture is supplemented and amended, to the extent expressed
herein, as follows:
ARTICLE I.
THE 8.00% SENIOR NOTES DUE 2015
SECTION 1.01.
Designation of Notes
.
Pursuant to this Supplemental
Indenture, there is hereby designated a series of Additional Notes
under the Indenture entitled “8.00% Senior Notes due
2015.” The Notes shall be in the form of
Exhibit A hereto. The Notes may bear an
appropriate legend regarding original issue discount for federal
income tax purposes. Subject to the terms in the Indenture,
the Company may, at its option, without consent from the Holders,
issue additional Notes from time to time. For all purposes
under the Indenture, the term “Notes” shall include the
Notes and any other Notes issued after the date hereof under the
Indenture.
SECTION 1.02.
Other Terms of the
Notes .
Without limiting the foregoing
provisions of this Article One, the terms of the Notes shall
be as set forth in the form of Note set forth in
Exhibit A hereto and as provided in the Indenture, as
supplemented hereby.
The Notes shall be payable and may
be presented for payment, purchase, conversion, registration of
transfer and exchange, without service charge, at the office of the
Company maintained for such purpose in New York, New York, which
shall initially be the office or agency of the Trustee.
ARTICLE II.
APPOINTMENT OF U.S. BANK NATIONAL
ASSOCIATION
SECTION 2.01.
Appointment of U.S. Bank National
Association .
The Company hereby appoints the
Trustee as trustee under the Indenture with respect to the Notes
and each other series of Securities for which the Trustee shall be
appointed by the Company pursuant to the Indenture, to act as
Trustee under the Indenture, and confirms to the Trustee all of the
rights, powers, and trusts of a Trustee under the Indenture with
respect to the Notes and each other series of Securities for which
the Trustee shall be appointed by the Company to act as Trustee
under the Indenture. The Company shall execute and deliver
such further instruments and do such other things as the Trustee
may reasonably require to more fully and certainly vest and confirm
in the Trustee all the rights, trusts, and powers hereby delivered
and confirmed upon the Trustee hereunder and under the
Indenture.
SECTION 2.02.
Acceptance of Trustee
.
The Trustee hereby accepts its
appointment as trustee with respect to the Notes and shall hereby
be vested with all of the authority, rights, powers, trusts,
immunities, duties, benefits and obligations of a Trustee under the
Indenture.
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SECTION 2.03.
Qualification of
Trustee .
The Trustee hereby represents and
warrants to the Company that the Trustee is qualified under the
provisions of Section 310 of the Trust Indenture Act of 1939,
as amended, and Section 7.10 of the Indenture to act as
trustee with respect to the Notes under the Indenture.
SECTION 2.04.
Notice .
Any notice or communications by the
Trustee is duly given if in writing and delivered in person or
mailed by certified mail to:
U.S. Bank National Association
950 17 th Street, Suite 1200
Denver, CO 80202
Attn: Corporate Trust Services
ARTICLE III.
AMENDMENTS TO THE INDENTURE
SECTION 3.01.
Amendments to
the Indenture .
Pursuant to
Section 10.01(a) and (f) of the Base Indenture, the
Indenture is hereby amended as follows:
(a)
the definition of “Reference Treasury Dealer” in
Section 1.01 of the Base Indenture is hereby amended and
restated in its entirety but only insofar as it relates to the
Notes as follows:
“‘ Reference Treasury
Dealer ’ means Citigroup Global Markets Inc. and its
respective successors or any of its affiliates; provided, however,
that if any of the foregoing shall cease to be a Primary Treasury
Dealer, QCII shall substitute therefor another Primary Treasury
Dealer.”
(b)
the definition of “Credit Agreement” in
Section 1.01 of the Base Indenture is hereby amended and
restated in its entirety but only insofar as it relates to the
Notes and any other series of Securities originally issued after
the date hereof as follows:
“‘ Credit
Agreement ’ means the Credit Agreement dated as of
October 21, 2005 among QCII, QSC, Wachovia Bank, National
Association, as administrative agent, and the other lenders named
therein, including any notes, guarantees, collateral and security
documents, instruments and agreements executed in connection
therewith (including Hedging Obligations related to the
Indebtedness incurred thereunder), and in each case as amended,
restated, supplemented or refinanced from time to time, including
any agreement extending the maturity of, refinancing, replacing or
otherwise restructuring (including increasing the amount of
borrowings or other Indebtedness outstanding or available
to
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be borrowed thereunder) all or any
portion of the Indebtedness under such agreement, and any successor
or replacement agreement or agreements with the same or any other
agents, creditor, lender or group of creditors or
lenders.
(c)
the definition of “Restricted Notes Legend” in
Section 1.01 of the Base Indenture is hereby amended and
restated in its entirety but only insofar as it relates to the
Notes and any other series of Securities originally issued after
the date hereof as follows:
“ ‘Restricted Notes
Legend ’ means the following legend:
THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD,
PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE ACQUIRER: (1) REPRESENTS THAT IT, AND ANY
ACCOUNT FOR WHICH IT IS ACTING, IS A “QUALIFIED INSTITUTIONAL
BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT
TO EACH SUCH ACCOUNT OR IS NOT A U.S. PERSON, AS SUCH TERM IS
DEFINED IN RULE 902 UNDER THE SECURITIES ACT, AND IS PURCHASING THE
NOTES IN ACCORDANCE WITH REGULATION S; AND (2) AGREES FOR THE
BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE, OR
OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN
PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED
BELOW), EXCEPT: (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF;
OR (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME
EFFECTIVE UNDER THE SECURITIES ACT; OR (C) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT; OR (D) PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THE RESALE RESTRICTION TERMINATION DATE WILL BE THE
DATE (1) THAT IS AT LEAST ONE YEAR AFTER THE LAST ORIGINAL
ISSUE DATE HEREOF AND (2) ON WHICH THE DEPOSITORY, UPON
DIRECTION FROM THE TRUSTEE, SHALL HAVE TRANSFERRED THE BENEFICIAL
INTEREST REPRESENTED HEREBY TO A SECURITY POSITION BEARING AN
UNRESTRICTED CUSIP NUMBER, FOLLOWING THE COMPANY’S
INSTRUCTION TO THE TRUSTEE THAT THIS LEGEND SHALL BE DEEMED REMOVED
FROM THIS SECURITY IN ACCORDANCE WITH THE PROCEDURES DESCRIBED IN
THE INDENTURE RELATING TO THIS SECURITY. PRIOR TO THE REGISTRATION
OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE COMPANY
AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH
LEGAL OPINIONS, CERTIFICATIONS, OR OTHER EVIDENCE AS
MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE
AS TO THE
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AVAILABILITY OF ANY EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.”
(d)
in Section 2.01(b) of the Base Indenture the following
language and, unless otherwise provided below, any reference in the
Base Indenture to any terms defined therein, is hereby deleted in
its entirety but only insofar as such language relates to the Notes
and any other series of Securities originally issued after the date
hereof:
“or Regulation D, and to
institutional “Accredited Investors” as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities
Act (“IAI”s), in accordance with certain transfer
restrictions.”
“In connection with any
transfer following the Issue Date pursuant to Section 2.14(a),
upon receipt of a Company order, the Trustee shall authenticate in
accordance with Section 2.02, one or more permanent Global
Notes substantially in the form set forth in Exhibit A-1 or
Exhibit A-2, as applicable (collectively, the “IAI
Global Note” and, together with the QIB Global Note, the
“U.S. Global Notes”).”
(e)
Section 2.14(a) of the Base Indenture is hereby deleted
in its entirety but only insofar as it relates to the Notes and any
other series of Securities originally issued after the date hereof
and replaced with the following:
“(a)
[Reserved]”
(f)
Section 2.14(b)(i)(x) of the Base Indenture is hereby
amended and restated in its entirety but only insofar as it relates
to the Notes and any other series of Securities originally issued
after the date hereof as follows:
“(x) the requested
transfer is after the first anniversary of the date such Transfer
Restricted Note was originally issued; provided, however, that
neither the Company nor any Affiliate of the Company has held any
beneficial interest in such Transfer Restricted Note, or portion
thereof, at any time on or prior to the first anniversary of the
Issue Date or”
(g)
in Section 2.14(c) of the Base Indenture, each reference
therein to “U.S. Global Note” shall be amended insofar
as it relates to the Notes and any other series of Securities
originally issued after the date hereof to refer to “QIB
Global Note,” or “QIB Global Notes” as
required.
(h)
Section 2.16 of the Base Indenture shall be added with respect
to the Notes and any other series of Securities originally issued
after the date hereof as follows:
“Section 2.16
Removal of the Restricted Notes Legend
The Restricted Notes Legend shall be
deemed removed from the face of any Transfer Restricted Note
without further action of the Company, the Trustee or the Holder of
such Note at such time as the Company shall have delivered an
Officers’ Certificate to the Trustee certifying that the
Restricted Notes Legend may be removed because such
Transfer
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Restricted Note may be resold to the
public in accordance with Rule 144 under the Securities Act or
any successor provision thereof (“Rule 144”)
without regard to volume, manner of sale or any other restrictions
contained in Rule 144 (other than the holding period
requirement in paragraph (d)(1)(ii) of Rule 144 so long
as such holding period requirement is satisfied at such time of
determination) by Holders that are not Affiliates of the
Issuer. Upon receipt of such Officer’s Certificate the
Trustee shall direct the Depository to transfer the beneficial
interest in the Global Note representing such Note to a security
position bearing an unrestricted CUSIP and take such further action
as may be reasonably required to cause the Depository to effect
such transfer.”
(i)
clause (c) of Section 4.06(b)(iv) of the Base
Indenture is hereby amended and restated in its entirety but only
insofar as it relates to the Notes as follows:
“(c) the Additional Notes
issued pursuant to the Third Supplemental Indenture dated as of
September 17, 2009;”
(j)
Article VIII of the Base Indenture is hereby deleted in its
entirety but only insofar as it relates to the Notes and any other
series of Securities originally issued after the date hereof and
replaced with the following:
“ARTICLE VIII
[Reserved]”
ARTICLE IV.
MISCELLANEOUS
SECTION 4.01.
Amendment and
Supplement .
This Supplemental Indenture or the
Notes may be amended or supplemented as provided for in the
Indenture.
SECTION 4.02.
Indenture .
In the event of any conflict between
this Supplemental Indenture and the Indenture, the provisions of
this Supplemental Indenture shall prevail.
SECTION 4.03.
Governing Law
.
The laws of the State of New York
shall govern this Supplemental Indenture and the Notes of the
Series created hereby.
SECTION 4.04.
No Adverse Interpretation of
Other Agreements .
This Supplemental Indenture may not
be used to interpret another indenture, loan or debt agreement of
the Company or a Subsidiary. Any such indenture, loan or debt
agreement may not be used to interpret this Supplemental
Indenture.
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SECTION 4.05.
Successors and Assigns
.
All covenants and agreements of the
Company in this Supplemental Indenture and the Notes shall bind its
successors and assigns. All agreements of the Trustee in this
Supplemental Indenture shall bind its successors and
assigns.
SECTION 4.06.
Duplicate Originals
.
This Supplemental Indenture may be
executed in counterparts, each of which shall be an original, but
such counterparts shall together constitute but one
instrument.
SECTION 4.07.
Severability
.
In case any one or more of the
provisions contained in this Supplemental Indenture or in the Notes
shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Supplemental Indenture or of the Notes.
[Signature Pages Follow]
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SIGNATURES
IN WITNESS WHEREOF, the parties have
caused this Supplemental Indenture to be duly executed, all as of
the date first above written.
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QWEST COMMUNICATIONS INTERNATIONAL
INC.
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QWEST SERVICES CORPORATION
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QWEST CAPITAL FUNDING, INC.
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By:
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/s/ Rahn K. Porter
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Name: Rahn K. Porter
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Title: Senior Vice President and
Treasurer for Qwest
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U.S. BANK NATIONAL ASSOCIATION
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By:
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/s/ Sandra L. Richelmy
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Name: Sandra L. Richelmy
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Title: Assistant Vice
President
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S-1
EXHIBIT A-1
[FORM OF FACE OF INITIAL NOTE]
[GLOBAL NOTES LEGEND](1)
UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO
A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (“DTC”), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
[RESTRICTED NOTES LEGEND](2)
THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD,
PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE
FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE ACQUIRER: (1) REPRESENTS THAT IT, AND ANY
ACCOUNT FOR WHICH IT IS ACTING, IS A “QUALIFIED INSTITUTIONAL
BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
ACT) AND THAT IT EXERCISES SOLE IN-VESTMENT DISCRETION WITH RESPECT
TO EACH SUCH ACCOUNT OR IS NOT A U.S. PERSON, AS SUCH TERM IS
DEFINED IN RULE 902 UNDER THE SECURITIES ACT, AND IS PURCHASING THE
NOTES IN ACCORDANCE WITH REGULATION S; AND (2) AGREES FOR THE
BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE, OR
OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN
PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED
BELOW), EXCEPT: (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF;
OR (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME
EFFECTIVE UNDER THE SECURITIES ACT; OR (C) TO A QUALIFIED
INSTITUTIONAL
(1)
Include only on Notes issued in
global form.
(2)
This legend will be deemed removed
from the face of any Note without further action of the Issuer, the
Trustee or the Holder of such Note at such time the Issuer notifies
the Trustee that this legend may be removed pursuant to the terms
of the Indenture.
A-1-1
BUYER IN COMPLIANCE WITH RULE 144A UNDER THE
SECURITIES ACT; OR (D) PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THE RESALE RESTRICTION TERMINATION DATE WILL BE THE
DATE (1) THAT IS AT LEAST ONE YEAR AFTER THE LAST ORIGINAL
ISSUE DATE HEREOF AND (2) ON WHICH THE DEPOSITORY, UPON
DIRECTION FROM THE TRUSTEE, SHALL HAVE TRANSFERRED THE BENEFICIAL
INTEREST REPRESENTED HEREBY TO A SECURITY POSITION BEARING AN
UNRESTRICTED CUSIP NUMBER, FOLLOWING THE COMPANY’S
INSTRUCTION TO THE TRUSTEE THAT THIS LEGEND SHALL BE DEEMED REMOVED
FROM THIS SECURITY IN ACCOR-DANCE WITH THE PROCEDURES DESCRIBED IN
THE INDENTURE RELATING TO THIS SECURITY. PRIOR TO THE REGISTRATION
OF ANY TRANSFER IN ACCORDANCE WITH (2)(D) ABOVE, THE COMPANY
AND THE TRUSTEE RE-SERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH
LEGAL OPINIONS, CERTIFICATIONS, OR OTHER EVIDENCE AS MAY REASONABLY
BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS
BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE
AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.
[THIS GLOBAL NOTE IS A TEMPORARY
GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS
PERMITTED UNDER THE INDENTURE REFERRED TO BELOW. NO
BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE
REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS
OF THE INDENTURE.](3)
(3)
This legend to appear only on
Temporary Regulation S Global Notes.
A-1-2
THIS NOTE IS ISSUED WITH ORIGINAL
ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE
INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE
PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO
MATURITY FOR SUCH NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMATION
TO THE COMPANY AT THE FOLLOWING ADDRESS: 1801 CALIFORNIA STREET,
DENVER, CO 80202, ATTENTION: CHIEF FINANCIAL OFFICER.
8.00% SENIOR NOTE DUE 2015
QWEST COMMUNICATIONS INTERNATIONAL
INC., a Delaware corporation (the “Company”), promises
to pay
to ,
or its registered assigns, the principal sum of
in U.S. Dollars on October 1, 2015.
Interest Payment Dates:
April 1 and October 1
Record Dates: March 15
and September 15
Additional provisions of this Note
are set forth on the other side of this Note.
* At such time as the Private Placement Legend
may be removed pursuant to the terms of Section 2.16 of the
Indenture (as defined below), the CUSIP number for this Note
shall
