Exhibit 4.9
QWEST CORPORATION
7.50% Notes due 2051
Eighth Supplemental Indenture
Dated as of September 21, 2011
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
EIGHTH SUPPLEMENTAL INDENTURE dated as of September 21, 2011 (this Supplemental Indenture)
by and between QWEST CORPORATION, a Colorado corporation (formerly known as U S WEST
Communications, Inc.) (the Company), and U.S. BANK NATIONAL ASSOCIATION, as trustee under the
Indenture (as defined below) with respect to the Notes (as defined below) (the Trustee), as
amended and supplemented by the First Supplemental Indenture (as defined below), the Second
Supplemental Indenture (as defined below), the Third Supplemental Indenture (as defined below), the
Fourth Supplemental Indenture (as defined below), the Fifth Supplemental Indenture (as defined
below), the Sixth Supplemental Indenture (as defined below) and the Seventh Supplemental Indenture
(as defined below). The Trustee, and each other trustee appointed as such with respect to the
Securities (as defined below) of any series issued under the Indenture, 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 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 the Notes:
WHEREAS, the Company and Bank of New York Trust Company, National Association (as successor in
interest to Bank One Trust Company, National Association), are parties to that certain Indenture
dated as of October 15, 1999 (the Base Indenture, and as amended and supplemented by the First
Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the
Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture,
the Seventh Supplemental Indenture and this Eighth 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 and the Trustee are parties to the First Supplemental Indenture (the
First Supplemental Indenture) dated as of August 19, 2004, providing for the amendment and
supplement of the terms of the Base Indenture and the issuance by the Company of a series of
Securities designated as its 7.875% Notes due 2011, in an aggregate principal amount of
$575,000,000, none of which are currently outstanding.
WHEREAS, the Company and the Trustee are parties to the Second Supplemental Indenture (the
Second Supplemental Indenture) dated as of November 23, 2004, providing for the issuance by the
Company of additional notes of its series of Securities designated as its 7.875% Notes due 2011, in
an aggregate principal amount of $250,000,000, none of which are currently outstanding.
WHEREAS, the Company and the Trustee are parties to the Third Supplemental Indenture (the
Third Supplemental Indenture) dated as of June 17, 2005, providing for the issuance by the
Company of a series of Securities designated as its 7.625% Notes due 2015, in an aggregate
principal amount of $400,000,000, all of which are currently outstanding, and a series of
Securities designated as its Floating Rate Notes due 2013, in an aggregate principal amount of
$750,000,000, all of which are currently outstanding.
WHEREAS, the Company and the Trustee are parties to the Fourth Supplemental Indenture (the
Fourth Supplemental Indenture) dated as of August 8, 2006, providing for the issuance by the
Company of a series of Securities designated as its 7.5% Notes due 2014, in an aggregate principal
amount of $600,000,000, all of which are currently outstanding.
WHEREAS, the Company and the Trustee are parties to the Fifth Supplemental Indenture (the
Fifth Supplemental Indenture) dated as of May 16, 2007, providing for the issuance by the Company
of a series of Securities designated as its 6.5% Notes due 2017, in an aggregate principal amount
of $500,000,000, all of which are currently outstanding.
WHEREAS, the Company and the Trustee are parties to the Sixth Supplemental Indenture (the
Sixth Supplemental Indenture) dated as of April 13, 2009, providing for the issuance by the
Company of a series of Securities designated as its 8 3/8% Notes due 2016, in an aggregate
principal amount of $810,500,000, all of which are currently outstanding.
WHEREAS, the Company and the Trustee are parties to the Seventh Supplemental Indenture (the
Seventh Supplemental Indenture) dated as of June 8, 2011, providing for the issuance by the
Company of a series of Securities designated as its 7.375% Notes due 2051, in an aggregate
principal amount of $661,250,000, all of which are currently outstanding.
WHEREAS, the Company desires and has requested the Trustee to execute and deliver this
Supplemental Indenture in order to establish and provide for the issuance by the Company of a
series of Securities designated as its 7.50% Notes due 2051 (the Notes), in an initial aggregate
principal amount of $500,000,000 (plus such additional principal amount of Notes, not exceeding
$75,000,000, if the over-allotment option of the underwriters of the Notes is exercised in whole or
in part). The Notes shall be substantially in the form attached hereto as
Exhibit A
.
WHEREAS, Section 9.01(8) of the Base 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 and terms and conditions of Securities of any Series as permitted by Section 2.02 of the Base
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 and the Trustee, in accordance with its terms, and a valid 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 of the Notes, that the Indenture is supplemented, to the extent
expressed herein, as follows:
ARTICLE 1
THE NOTES
Section 1.01
Designation of Notes
.
The changes, modifications and supplements to the Indenture effected by this Supplemental
Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall
not be limited in aggregate principal amount, and shall not apply to any other Securities that have
been or may be issued under the Indenture unless a supplemental indenture with respect to such
other Securities specifically incorporates such changes, modifications and supplements. Pursuant to
this Supplemental Indenture, there is hereby created and designated a series of Securities under
the Indenture entitled 7.50% Notes due 2051. The Notes shall be in the form of
Exhibit A
hereto. Subject to the terms in the Indenture, as supplemented by this Supplemental Indenture, the
Company may, at its option, without the consent of the Holders of the Notes, issue additional notes
from time to time that will constitute a single series of Securities under the Indenture together
with the previously outstanding Notes.
Section 1.02
Other Terms of the Notes
.
Without limiting the foregoing provisions of this Article 1, 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.
The Notes shall be issuable in denominations of $25 and integral multiples of $25 in excess
thereof. The Notes shall be payable and may be presented for payment, purchase, 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.
Section 1.03
Definitions
.
(a) Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
to such terms in the Indenture. To the extent terms defined herein differ from the Indenture, the
terms defined herein will govern.
(b) For all purposes of the Indenture, except as otherwise expressly provided or unless the
context otherwise requires, the terms defined in this Supplemental Indenture have the meanings
assigned to them in this Supplemental Indenture, and include the plural, as well as the singular.
ARTICLE 2
ADDITIONAL TERMS
Section 2.01
Form and Dating
(a) The Notes issued shall be substantially in the form set forth in
Exhibit A
hereto,
deposited with the Trustee, as custodian for The Depository Trust Company, New York, New York, or a
successor thereto registered under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation (the Depository), duly executed by the Company and authenticated
by the Trustee as hereinafter provided and shall bear any legends required by applicable law (the
Global Notes).
(b) The aggregate principal amount of each of the Global Notes may from time to time be
increased or decreased by adjustments made by the Trustee on Schedule I to the Global Notes and on
the records of the Trustee, as custodian for the Depository.
Section 2.02
Book-Entry Provisions for Global Notes
(a) The Global Notes initially shall (i) be registered in the name of the Depository or the
nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and
(iii) bear the legends required by the Depository as set forth in
Exhibit A
.
(b) Members of, or participants in, the Depository (Participants) shall have no rights under
this Indenture with respect to any Global Note held on their behalf by the Depository, or the
Trustee as its custodian, or under any such Global Note, and the Depository may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the Depository or impair, as
between the Depository and Participants, the operation of customary practices governing the
exercise of the rights of a Holder of any Note.
(c) The Holder of any Global Note may grant proxies and otherwise authorize any Person,
including Participants and Persons that may hold interests through Participants, to take any action
which a Holder of any Note is entitled to take under this Indenture or the Notes.
(d) Notwithstanding any other provisions of the Indenture, a Global Note may only be
transferred in whole, and not in part, and may not be transferred as a whole except by the
Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or
another nominee of the Depository or by the Depository or any such nominee to a successor
Depository or a nominee of such successor Depository. Definitive Notes shall be transferred to all
beneficial owners in exchange for their beneficial interests in Global Notes, upon the written
request of such beneficial owners or upon the Companys written instructions to the Trustee, if (i)
the Depository notifies the Company that it is unwilling or unable to act as Depository for any
Global Note and a successor Depository is not appointed by the Company within 90 days, (ii) the
Depository ceases to be a clearing agency registered or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor
Depository is not appointed by the Company within 90 days or (iii) if an Event of Default shall
have occurred and be continuing. In addition, definitive Notes shall be transferred to all
beneficial owners in exchange for their beneficial interests in Global Notes if the Company, in its
sole discretion, determines not to require that all of the Notes be represented by a Global Note.
In connection with the transfer of a Global Note as an entirety pursuant to this Section 2.02(d),
such Global Note shall be deemed to be surrendered to the Trustee for cancellation and (i) the
Company shall execute and (ii) the Trustee shall, upon written instructions from the Company,
authenticate and deliver to each beneficial owner identified by the Depository in exchange for its
beneficial interest in such Global Note, an equal aggregate principal amount of definitive Notes of
authorized denominations.
(e) The Trustee shall have no responsibility for the actions or omissions of the Depository or
the accuracy of the books and records of the Depository.
ARTICLE 3
MISCELLANEOUS
Section 3.01
Amendment and Supplement
.
This Supplemental Indenture or the Notes may be amended or supplemented as provided for in the
Indenture.
Section 3.02
Indenture
.
In the event of any conflict between this Supplemental Indenture and the Indenture, the
provisions of this Supplemental Indenture shall prevail.
Section 3.03
Governing Law
.
The laws of the State of New York shall govern this Supplemental Indenture and the Notes
created hereby.
Section 3.04
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.
Section 3.05
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 3.06
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 3.07
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 Eighth
Supplemental Indenture or of the Notes.
[Signature Page Follows]
SIGNATURES
IN WITNESS WHEREOF, the parties have caused this Eighth Supplemental Indenture to be duly
executed, all as of the date first above written.
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QWEST CORPORATION
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By:
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Name:
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Title:
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U.S. BANK NATIONAL ASSOCIATION
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By:
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Name:
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Title:
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[Signature page to Eighth Supplemental Indenture]
Exhibit A
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS
NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR
ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (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 IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO 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.
A-1
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No.
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PRINCIPAL AMOUNT
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CUSIP No. 74913G303
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$
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Qwest Corporation 7.50% Note due 2051
QWEST CORPORATION, a corporation duly organized and existing under the laws of the State of
Colorado (such corporation, and its successors and assigns under the Indenture hereinafter referred
to, being herein called the Company), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of _________________ MILLION DOLLARS ($_________) (or such
other amount as shall be listed on Schedule I attached hereto) on September 15, 2051 (the Maturity
Date), unless previously redeemed on any redemption date, by wire transfer of immediately
available funds of such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts and to pay interest thereon
quarterly on March 15, June 15, September 15 and December 15 of each year, commencing December 15,
2011 (each, an Interest Payment Date), and on the Maturity Date at the rate per annum specified
in the title of this Note, from September 21, 2011 (or from the most recent Interest Payment Date
to which interest has been paid or duly provided for) until payment of said principal sum has been
made or duly provided for. Notwithstanding the foregoing, if the Company shall default in the
payment of interest due on any Interest Payment Date, then this Note shall bear interest from the
most recent Interest Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid on this Note or duly provided for, from September 21, 2011. The interest so
payable on any Interest Payment Date, as long as the Notes are represented by a global security,
subject to certain exceptions provided in the Indenture referred to herein, will be paid to the
person in whose name this Note shall be registered at the close of business on the Business Day (as
defined below) prior to such Interest Payment Date. If any Interest Payment Date or the Maturity
Date is a Legal Holiday (as defined in the Indenture referred to below) in New York, New York, the
required payment shall be made on the next succeeding day that is not a Legal Holiday as if it was
made on the date such payment was due and no interest will accrue on the amount so payable for the
period from and after such Interest Payment Date or Maturity Date, as the case may be, to such next
succeeding day. Interest will be computed on the basis of a 360-day year consisting of twelve
30-day months. The amount of interest payable for any period shorter than a full quarterly interest
period will be computed on the basis of the number of days elapsed in a 90-day quarter of three
30-day months. Business Day means any day other than a Legal Holiday.
This Note is one of the duly authorized series of Securities of the Company, designated as the
Companys 7.50% Notes due 2051 (the Notes), initially limited to the aggregate principal amount
of $__________, all issued or to be issued under and pursuant to an Indenture dated as of October
15, 1999 between the Company and Bank of New York Trust Company National Association, as trustee
(as successor in interest to Bank One Trust Company National Association), as supplemented by the
First Supplemental Indenture dated as of August 19, 2004 by and between the Company and U.S. Bank
National Association, as trustee (the Trustee), the Second Supplemental Indenture dated as of
November 23, 2004 between the Company and the Trustee, the Third Supplemental Indenture dated as of
June 17, 2005 between the Company and the Trustee, the Fourth Supplemental Indenture dated as of
August 8, 2006 between the
A-2
Company and the Trustee, the Fifth Supplemental Indenture dated as of May 16, 2007 between the
Company and the Trustee, the Sixth Supplemental Indenture dated as of April 13, 2009 between the
Company and the Trustee, the Seventh Supplemental Indenture dated as of June 8, 2011 between the
Company and the Trustee and the Eighth Supplemental Indenture dated as of September 21, 2011
between the Company and the Trustee, as such may be amended, modified or supplemented from time to
time (as so amended, modified or supplemented, the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders (the words Holders or Holder meaning the registered holders or registered holder of
the Notes).
The Notes shall be redeemable at the option of the Company, in whole or in part, at any time
on and after September 15, 2016, at a redemption price equal to 100% of the principal amount
redeemed plus accrued and unpaid interest to the redemption date.
If money sufficient to pay the redemption price of and accrued interest on all of the Notes
(or portions thereof) to be redeemed on the redemption date is deposited with the Trustee or paying
agent on or before the redemption date and certain other conditions specified in the Indenture are
satisfied, then on and after such redemption date, interest will cease to accrue on such Notes (or
such portion thereof) called for redemption.
Notice of any redemption will be mailed not less than 15 nor more than 60 calendar days before
the redemption date to the Holder hereof at its registered address. Unless the Company defaults in
payment of the redemption price, on and after the redemption date interest will cease on the
principal amount of this Note.
In case an Event of Default shall occur and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner, with the effect
and subject to the conditions provided in the Indenture.
Subject to certain specified exceptions, the Indenture contains provisions permitting (i) the
Company and the Trustee, with the written consent of the Holders of a majority in principal amount
of the outstanding Securities of each series affected by a supplemental indenture (with each series
voting as a class), to enter into a supplemental indenture to add any provisions to or to change or
eliminate any provisions of the Indenture or of any supplemental indenture or to modify, in certain
specified instances without the consent of Holders, the rights of the Holders of each such series,
and (ii) the Holders of a majority in principal amount of the outstanding Securities of each series
affected by such waiver (with each series voting as a class), by notice to the Trustee to waive
compliance by the Company with any provision of the Indenture, any supplemental indenture or the
Securities of any such series.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note at the place, at the respective times, at
the rate, and in the coin or currency herein prescribed.
A-3
No director, officer, employee or stockholder, as such, of the Company shall have any
liability for any obligations of the Company under this Note or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each Holder, by
accepting this Note, waives and releases all such liability. The waiver and release are part of the
consideration for the issue of this Note.
The laws of the State of New York shall govern the Indenture and this Note.
Ownership of this Note shall be proved by the register for the Notes kept by the Registrar.
The Company, the Trustee and any agent of the Company may treat the person in whose name a Note is
registered as the absolute owner thereof for all purposes.
The indebtedness evidenced by this Note is senior and unsecured and will rank in right of
payment on parity with all other unsecured and unsubordinated obligations of the Company.
Terms used herein without definition that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use
CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
the accuracy of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers placed thereon.
Unless the Certificate of Authentication hereon has been executed by the Trustee under the
Indenture referred to herein by the manual or facsimile signature of one of its authorized
officers, or on behalf of the Trustee by the manual or facsimile signature of an authorized officer
of the Trustees authenticating agent, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
A-4
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by
facsimile, and its corporate seal or a facsimile of its corporate seal to be imprinted hereon.
Date: [ ]
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QWEST CORPORATION
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(SEAL)
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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A-5
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated herein, issued under the Indenture described
herein.
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U.S. BANK NATIONAL ASSOCIATION, as Trustee
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By:
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Authorized Signatory
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A-6
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights thereunder, hereby irrevocably constituting and appointing
_________________ attorney to transfer said Note of Qwest Corporation on the books of Qwest
Corporation, with full power of substitution in the premises.
Dated: ________________________________________________________
NOTICE: The signature to this assignment must correspond with the name as written upon the
face of this Note in every particular without alteration or enlargement or any change whatsoever.
A-7
SCHEDULE I
CHANGES TO PRINCIPAL AMOUNT OF SECURITIES EVIDENCED BY GLOBAL NOTE
The initial principal amount of Securities evidenced by this Global Note is $________.
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Principal Amount of
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Securities by which
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this Global Note is to
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be Reduced or
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Remaining Principal
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Increased, and Reason
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Amount of Securities
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for Reduction or
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Represented by this
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Date
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Increase
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Global Note
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Notation Made by
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A-8