This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated May 31, 2019, is by and among Qwest Capital Funding, Inc., a Colorado corporation (formerly known as U S West Capital Funding, Inc.) (the “Company”), Qwest Communications International Inc. (successor by merger to U S West, Inc.), a Delaware corporation, as guarantor (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to The First National Bank of Chicago, Bank One Trust Company, National Association and JPMorgan Chase Bank, National Association), as trustee (the “Trustee”).
WHEREAS, the Trustee, the Company and the Guarantor have heretofore executed and delivered that certain Indenture dated as of June 29, 1998 (as amended, supplemented or otherwise modified through the date immediately preceding the date hereof, the “Indenture”), providing for the issuance of the Company’s 6.875% Notes due 2028 (the “Notes”);
WHEREAS, on July 29, 1998, the Company issued $1,500,000,000 aggregate principal amount of the Notes, of which $278,920,000 aggregate principal amount was outstanding as of May 15, 2019;
WHEREAS, Section 9.02 of the Indenture provides that, with the consent of Holders of at least a majority aggregate principal amount of the Notes then outstanding, the Company, the Guarantor, and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);
WHEREAS, the Company desires and has requested the Trustee to join with it and the Guarantor in entering into this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Indenture;
WHEREAS, the Company has solicited consents to this Supplemental Indenture upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement, dated May 15, 2019 (any amendments, modifications or supplements thereto, the “Tender Offer”); and
WHEREAS, (a) the Company has received the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes, all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (b) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 11.04 of the Indenture and (c) the Company and the Guarantor have satisfied all other conditions required under the Indenture to enable the Company, the Guarantor and the Trustee to enter into this Supplemental Indenture.
NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:
ARTICLE 1
DEFINITIONS
Section 1.01 Deletion of Definitions and Related References. Section 1.01 of Article 1 of the Indenture is hereby amended to delete in their entirety all terms and their respective definitions for which all references are eliminated in the Indenture as a result of the amendments set forth in Article 2 of this Supplemental Indenture.
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