LETTER OF TRANSMITTAL
QWEST CAPITAL FUNDING, INC.
OFFER TO EXCHANGE
7.75% NOTES DUE 2006
FOR ANY AND ALL
OUTSTANDING 7.75% NOTES DUE 2006
AND
7.90% NOTES DUE 2010
FOR ANY AND ALL
OUTSTANDING 7.90% NOTES DUE 2010
PURSUANT TO THE PROSPECTUS DATED , 2001
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2001, UNLESS THE EXCHANGE OFFER IS EXTENDED.
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THE PRINCIPAL EXCHANGE AGENT (THE "EXCHANGE AGENT") FOR THE EXCHANGE OFFER IS:
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
BY MAIL: BY HAND, OVERNIGHT MAIL OR COURIER:
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
ATTENTION: EXCHANGES ATTENTION: EXCHANGES
GLOBAL CORPORATE TRUST SERVICES GLOBAL CORPORATE TRUST SERVICES
1 BANK ONE PLAZA, MAIL SUITE IL 1-0122 ONE NORTH STATE STREET, 9TH FLOOR
CHICAGO, IL 60670-0122 CHICAGO, IL 60602
or or
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
ATTENTION: EXCHANGES ATTENTION: EXCHANGES
GLOBAL CORPORATE TRUST SERVICES GLOBAL CORPORATE TRUST SERVICES
14 WALL STREET, 8TH FLOOR 14 WALL STREET, 8TH FLOOR
NEW YORK, NY 10005 NEW YORK, NY 10005
FOR QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR OTHER INFORMATION,
YOU MAY CONTACT THE EXCHANGE AGENT.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF
THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS
LETTER OF TRANSMITTAL.
The undersigned acknowledges that he or she has received the prospectus
dated , 2001 (the "prospectus") of Qwest Capital Funding, Inc. (the
"Company") and Qwest Communications International Inc. ("Qwest"), and this
Letter of Transmittal and the instructions hereto (the "Letter of Transmittal"),
which together constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount of each of its 7.75% Notes due 2006 and 7.90% Notes due
2010 (collectively, the "new Notes") the offering of which has been registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to
a Registration Statement of which the Prospectus is a part, for each $1,000
principal amount of its outstanding 7.75% Notes due 2006 and 7.90% Notes due
2010, respectively, (collectively, the "old Notes"), of which $3,000,000,000
aggregate principal amount is outstanding, upon the terms and subject to the
conditions set forth in the Prospectus. The term "Expiration Date" will mean
5:00 p.m., New York City time, on , 2001, unless the Company, in its
sole discretion, extends the Exchange Offer, in which case the term will mean
the latest date and time to which the Exchange Offer is extended by the Company.
Capitalized terms used but not defined herein have the meaning given to them in
the Prospectus.
This Letter of Transmittal is to be used if: (1) certificates representing
old Notes are to be physically delivered to the Exchange Agent herewith by
Holders (as defined below); (2) tender of old Notes is to be made by book-entry
transfer to an account maintained by the Exchange Agent at The Depository Trust
Company ("DTC"), pursuant to the procedures set forth in "The Exchange
Offer--Procedures for Tendering Old Notes" in the Prospectus by any financial
institution that is a participant in DTC and whose name appears on a security
position listing as the owner of old Notes; or (3) tender of old Notes is to be
made according to the guaranteed delivery procedures set forth in the Prospectus
under "The Exchange Offer--Guaranteed Delivery Procedures." Delivery of this
Letter of Transmittal and any other required documents must be made to the
Exchange Agent.
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "Holder" as used herein means any person in whose name old Notes
are registered on the books of the Company or any other person who has obtained
a properly completed bond power from the registered holder.
All Holders of old Notes who wish to tender their old Notes must, before the
Expiration Date: (1) complete, sign, and deliver this Letter of Transmittal, or
a facsimile thereof, to the Exchange Agent, in person or to the address set
forth above; and (2) tender (and not withdraw) his or her old Notes or, if a
tender of old Notes is to be made by book-entry transfer to the account
maintained by the Exchange Agent at DTC, confirm such book-entry transfer (a
"Book-Entry Confirmation"), in each case in accordance with the procedures for
tendering described in the Instructions to this Letter of Transmittal. Holders
of old Notes whose certificates are not immediately available, or who are unable
to deliver their certificates or Book-Entry Confirmation and all other documents
required by this Letter of Transmittal to be delivered to the Exchange Agent on
or before the Expiration Date, must tender their old Notes according to the
guaranteed delivery procedures set forth under the caption "The Exchange
Offer--Guaranteed Delivery Procedures" in the Prospectus. (See Instruction 2.)
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of the old Notes validly tendered and not withdrawn and
the issuance of the new Notes will be made promptly following the Expiration
Date. For the purposes of the Exchange Offer, the Company will be deemed to have
accepted for exchange validly tendered old Notes when, as and if the Company has
given written notice thereof to the Exchange Agent.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF
TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE
OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. (SEE INSTRUCTION
12.)
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES
MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND COMPLY WITH ALL OF
ITS TERMS.
List below the old Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, the Certificate Numbers and Principal
Amounts should be listed on a separate signed schedule,
2
attached hereto. The minimum permitted tender is $1,000 in principal amount of
each of the 7.75% Notes due 2006 and the 7.90% Notes due 2010. All other tenders
must be in integral multiples of $1,000.
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BOX I
DESCRIPTION OF 7.75% NOTES DUE 2006
AND
DESCRIPTION OF 7.90% NOTES DUE 2010
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(B)
(A) AGGREGATE PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)* CERTIFICATE AMOUNT TENDERED (IF
(PLEASE FILL IN, IF BLANK) NUMBER(S) LESS THAN ALL)**
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------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
TOTAL PRINCIPAL
AMOUNT OF OLD NOTES
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* Need not be completed by book-entry Holders.
** Need not be completed by Holders who wish to tender all old Notes listed.
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
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BOX II
SPECIAL REGISTRATION INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates
for old Notes in a principal amount not tendered, or new Notes issued in
exchange for old Notes accepted for exchange, are to be issued in the name
of someone other than the undersigned.
Issue certificate(s) to:
Name: ______________________________________________________________________
(PLEASE PRINT)
__________________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
____________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
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BOX III
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for old Notes in a principal amount
not tendered, or new Notes issued in exchange for old Notes accepted for
exchange, are to be delivered to someone other than the undersigned.
Deliver certificate(s) to:
Name: ______________________________________________________________________
(PLEASE PRINT)
__________________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
____________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
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3
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATE(S) FOR OLD NOTES OR A CONFIRMATION OF BOOK-ENTRY
TRANSFER OF SUCH OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR, IF
GUARANTEED DELIVERY PROCEDURES ARE TO BE COMPLIED WITH, A NOTICE OF
GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR
BEFORE THE EXPIRATION DATE.
/ / CHECK HERE IF OLD NOTES ARE BEING DELIVERED BY DTC TO AN ACCOUNT MAINTAINED
BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
/ / The Depository Trust Company
Account Number _____________________________________________________________
Transaction Code Number ____________________________________________________
Holders whose old Notes are not immediately available or who cannot deliver
their old Notes and all other documents required hereby to the Exchange
Agent on or before the Expiration Date may tender their old Notes according
to the guaranteed delivery procedures set forth in the Prospectus under the
caption "The Exchange Offer--Guaranteed Delivery Procedures." (See
Instruction 2.)
/ / CHECK HERE IF OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Holder(s) _____________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which Guaranteed Delivery ______________________________
Transaction Code Number ____________________________________________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO:
Name: ______________________________________________________________________
Address: ___________________________________________________________________
4
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company the principal amount of old Notes indicated above.
Subject to and effective upon the acceptance for exchange of the principal
amount of old Notes tendered hereby in accordance with this Letter of
Transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Company all right, title and interest in and to the old Notes tendered
hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as its agent and attorney-in-fact (with full knowledge that the Exchange
Agent also acts as the agent of the Company and as Trustee under the Indenture
for the old Notes and the new Notes) with respect to the tendered old Notes with
full power of substitution (such power of attorney being deemed an irrevocable
power coupled with an interest), subject only to the right of withdrawal
described in the Prospectus, to (1) deliver certificates for such old Notes to
the Company or transfer ownership of such old Notes on the account books
maintained by DTC, together, in either such case, with all accompanying
evidences of transfer and authenticity to, or upon the order of, the Company and
(2) present such old Notes for transfer on the books of the Company and receive
all benefits and otherwise exercise all rights of beneficial ownership of such
old Notes, all in accordance with the terms of the Exchange Offer.
The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretative advice given by the staff of the SEC to third
parties in connection with transactions similar to the Exchange Offer, so that
the new Notes issued pursuant to the Exchange Offer in exchange for the old
Notes may be offered for resale, resold and otherwise transferred by holders
thereof (other than a broker-dealer who purchased such old Notes directly from
the Company for resale pursuant to Rule 144A, Regulation S or any other
available exemption under the Securities Act or a person that is an "affiliate"
of the Company or Qwest within the meaning of Rule 405 under the Securities Act)
without compliance with the registration and prospectus delivery provisions of
the Securities Act, provided that such new Notes are acquired in the ordinary
course of such holders' business and such holders are not participating, do not
intend to participate and have no arrangement or understanding with any person
to participate, in the distribution of such new Notes.
The undersigned represents and warrants that: (1) the new Notes acquired
pursuant to the Exchange Offer are being acquired in the ordinary course of
business of the person receiving new Notes (which will be the undersigned unless
otherwise indicated in the box entitled "Special Delivery Instructions" above)
(the "Recipient"); (2) neither the undersigned nor the Recipient (if different)
is engaged in, intends to engage in or has any arrangement or understanding with
any person to participate in the distribution (as that term is interpreted by
the SEC) of such new Notes; and (3) neither the undersigned nor the Recipient
(if different) is an "affiliate" of the Company or of Qwest as defined in
Rule 405 under the Securities Act, or if it is an affiliate, it will comply with
the registration and prospectus delivery requirements of the Securities Act to
the extent applicable.
If the undersigned is a broker-dealer, the undersigned further:
(1) represents that it acquired old Notes for the undersigned's own account as a
result of market-making activities or other trading activities; (2) represents
that it has not entered into any arrangement or understanding with the Company
or Qwest or any "affiliate" of the Company or Qwest (within the meaning of
Rule 405 under the Securities Act) to distribute the new Notes to be received in
the Exchange Offer; and (3) acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act (for which purposes, the delivery
of the Prospectus, as the same may be hereafter supplemented or amended, will be
sufficient) in connection with any resale of new Notes received in the Exchange
Offer. Such a broker-dealer will not be deemed, solely by reason of such
acknowledgment and prospectus delivery, to admit that it is an "underwriter"
within the meaning of the Securities Act.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign and transfer the old Notes
tendered hereby and to acquire new Notes issuable upon the exchange of such
tendered old Notes, and that, when the same are accepted for exchange, the
Company will acquire good and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed to be necessary or desirable by the
Exchange Agent or the Company in order to complete the exchange, assignment and
transfer of tendered old Notes or transfer of ownership of such old Notes on the
account books maintained by a book-entry transfer facility.
5
The undersigned agrees that acceptance of any tendered old Notes by the
Company and the issuance of new Notes in exchange therefor will constitute
performance in full by the Company of its obligations under the Registration
Rights Agreement (as defined in the Prospectus) and that, upon the issuance of
the new Notes, the Company will have no further obligations or liabilities
thereunder for the registration of the old Notes or the new Notes.
The undersigned understands that tenders of old Notes pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering Old Notes" in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned, the Company and the
Exchange Agent in accordance with the terms and subject to the conditions of the
Exchange Offer.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer--Conditions of the Exchange
Offer." The undersigned recognizes that as a result of these conditions, as more
particularly set forth in the Prospectus, the Company may not be required to
exchange any of the old Notes tendered hereby. If any tendered old Notes are not
accepted for exchange pursuant to the Exchange Offer for any reason,
certificates for any such unaccepted old Notes will be returned (except as noted
below with respect to lenders through DTC), at the Company's cost and expense,
to the undersigned at the address shown below or at a different address as may
be indicated herein under "Special Delivery Instructions" as promptly as
practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal will survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal will be binding on the undersigned's heirs, personal
representatives, successors and assigns. This tender may be withdrawn only in
accordance with the procedures set forth in this Letter of Transmittal.
By acceptance of the Exchange Offer, each broker-dealer that receives new
Notes pursuant to the Exchange Offer hereby acknowledges and agrees that upon
the receipt of notice by the Company of the happening of any event that makes
any statement in the Prospectus untrue in any material respect or that requires
the making of any changes in the Prospectus in order to make the statements
therein not misleading (which notice the Company agrees to deliver promptly to
such broker-dealer), such broker-dealer will suspend use of the Prospectus until
the Company has amended or supplemented the Prospectus to correct such
misstatement or omission and has furnished copies of the amended or supplemented
prospectus to such broker-dealer.
Unless otherwise indicated under "Special Registration Instructions," please
issue the certificates representing the new Notes issued in exchange for the old
Notes accepted for exchange and return any certificates for old Notes not
tendered or not exchanged, in the name(s) of the undersigned (or, in either such
event in the case of old Notes tendered by DTC, by credit to the account at
DTC). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the new Notes issued in
exchange for the old Notes accepted for exchange and any certificates for old
Notes not tendered or not exchanged (and accompanying documents, as appropriate)
to the undersigned at the address shown below the undersigned's signature(s),
unless, in either event, tender is being made through DTC. If both "Special
Registration Instructions" and "Special Delivery Instructions" are completed,
please issue the certificates representing the new Notes issued in exchange for
the old Notes accepted for exchange in the name(s) of, and return any
certificates for old Notes not tendered or not exchanged to, the person(s) so
indicated. The undersigned understands that the Company has no obligations
pursuant to the "Special Registration Instructions" or "Special Delivery
Instructions" to transfer any old Notes from the name of the registered
Holder(s) thereof if the Company does not accept for exchange any of the old
Notes so tendered.
Holders who wish to tender the old Notes and (1) whose old Notes are not
immediately available or (2) who cannot deliver their old Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent before
the Expiration Date, may tender their old Notes according to the guaranteed
delivery procedures set forth in the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures." See Instruction 1 regarding the
completion of the Letter of Transmittal.
6
PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
AND WHETHER OR NOT TENDER IS TO BE MADE
PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES
This Letter of Transmittal must be signed by the registered holder(s) as
their name(s) appear on the old Notes or, if tendered by a participant in
DTC, exactly as such participant's name appears on a security listing as the
owner of old Notes, or by person(s) authorized to become registered
holder(s) by a properly completed bond power from the registered holder(s),
a copy of which must be transmitted with this Letter of Transmittal. If old
Notes to which this Letter of Transmittal relate are held of record by two
or more joint holders, then all such holders must sign this Letter of
Transmittal. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting
in a fiduciary or representative capacity, then such person must (1) set
forth his or her full title below and (2) unless waived by the Company,
submit evidence satisfactory to the Company of such person's authority so to
act. (See Instruction 4.)
X ----------------------------------- Date:-------------------------------
X ----------------------------------- Date:-------------------------------
SIGNATURE(S) OF HOLDER(S) OR
AUTHORIZED SIGNATORY
Name(s): ---------------------------- Address:----------------------------
Name(s): ---------------------------- Address:----------------------------
PLEASE PRINT INCLUDING ZIP CODE
Capacity: --------------------------- Telephone Number:-------------------
INCLUDING AREA CODE
Social Security No. ------------------
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
7
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BOX IV
SIGNATURE GUARANTEE (SEE INSTRUCTION 1)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
____________________________________________________________________________
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
__________________________________________________________________________
(FIRM ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NO.
(INCLUDING AREA CODE))
__________________________________________________________________________
(AUTHORIZED SIGNATURE)
__________________________________________________________________________
(PRINTED NAME)
__________________________________________________________________________
(TITLE)
Date: _________________________
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8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES.
Signatures on this Letter of Transmittal need not be guaranteed if (a) this
Letter of Transmittal is signed by the registered holder(s) of the old Notes
tendered herewith and such holder(s) have not completed the box set forth herein
entitled "Special Registration Instructions" or the box entitled "Special
Delivery Instructions" or (b) such old Notes are tendered for the account of a
member firm of a registered national securities exchange or of the National
Association of Securities Dealers, Inc. or a commercial bank or trust company
having an office or correspondent in the United States (each, an "Eligible
Institution"). (See Instruction 6.) Otherwise, all signatures on this Letter of
Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by
an Eligible Institution. All signatures on bond powers and endorsements on
certificates must also be guaranteed by an Eligible Institution.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES.
Unless the Exchange Agent has received a properly transmitted Agent's
Message (as defined below), certificates for all physically delivered old Notes
or confirmation of any book-entry transfer to the Exchange Agent at DTC of old
Notes tendered by book-entry transfer, as well as, in each case (including cases
where tender is effected by book-entry transfer), a properly completed and duly
executed copy of this Letter of Transmittal or facsimile hereof and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein before 5:00 p.m., New York City
time, on the Expiration Date. The method of delivery of the tendered old Notes,
this Letter of Transmittal and all other required documents to the Exchange
Agent is at the election and risk of the Holder and the delivery will be deemed
made only when actually received by the Exchange Agent. If old Notes are sent by
mail, registered mail with return receipt requested, properly insured, is
recommended. In all cases, sufficient time should be allowed to ensure timely
delivery. No Letter of Transmittal or old Notes should be sent to the Company.
The Exchange Agent will make a request to establish an account with respect
to the old Notes at DTC for purposes of the Exchange Offer within two business
days after the date of the Prospectus, and any financial institution that is a
participant in DTC may make book-entry delivery of old Notes by causing DTC to
transfer such old Notes into the appropriate Exchange Agent's account at DTC in
accordance with DTC's procedures for transfer. However, although delivery of old
Notes may be effected through book-entry transfer at DTC, the Letter of
Transmittal, with any required signature guarantees or an Agent's Message (as
defined in the next paragraph) in connection with a book-entry transfer and any
other required documents, must, in any case, be transmitted to and received by
the Exchange Agent at the address specified on the cover page of the Letter of
Transmittal on or before the Expiration Date or the guaranteed delivery
procedures described below must be complied with.
A Holder may tender old Notes that are held through DTC by transmitting its
acceptance through DTC's Automated Tender Offer Program, for which the
transaction will be eligible, and DTC will then edit and verify the acceptance
and send an Agent's Message to the Exchange Agent for its acceptance. The term
"Agent's Message" means a message transmitted by DTC to, and received by, the
Exchange Agent and forming part of the Book-Entry Confirmation, which states
that DTC has received an express acknowledgment from each participant in DTC
tendering the old Notes and that such participant has received the Letter of
Transmittal and agrees to be bound by the terms of the Letter of Transmittal and
the Company may enforce such agreement against such participant.
Holders who wish to tender their old Notes and (1) whose old Notes are not
immediately available, or (2) who cannot deliver their old Notes, this Letter of
Transmittal or any other documents required hereby to the Exchange Agent on or
before the Expiration Date or comply with book-entry transfer procedures on a
timely basis must tender their old Notes according to the guaranteed delivery
procedures set forth in the Prospectus. See "The Exchange Offer--Guaranteed
Delivery Procedures." Pursuant to such procedure: (1) such tender must be made
by or through an Eligible Institution and (2) on or before the Expiration Date,
the Exchange Agent must have received from the Eligible Institution either
(a) an Agent's Message with respect to guaranteed delivery or (b) a properly
completed and duly executed Notice of Guaranteed Delivery (by facsimile
transmission, overnight courier, mail or hand delivery) setting forth the name
and address of the Holder of the old Notes, the certificate number or numbers of
such old Notes and the principal amount of old Notes tendered, stating that the
tender is being made thereby and guaranteeing that, within five New York Stock
Exchange trading days after the date of signing of the Notice of Guaranteed
Delivery, this Letter of Transmittal (or facsimile hereof) together with the
9
certificate(s) representing the old Notes and any other required documents will
be deposited by the Eligible Institution with the Exchange Agent. Such properly
completed and executed Letter of Transmittal (or facsimile hereof), as well as
all other documents required by this Letter of Transmittal and the
certificate(s) representing all tendered old Notes in proper form for transfer
(or a confirmation of book-entry transfer of such old Notes into the Exchange
Agent's account at DTC), must be received by the Exchange Agent within five New
York Stock Exchange trading days after the date of signing of the Notice of
Guaranteed Delivery, all in the manner provided in the Prospectus under the
caption "The Exchange Offer--Guaranteed Delivery Procedures." Any Holder who
wishes to tender his or her old Notes pursuant to the guaranteed delivery
procedures described above must ensure that the Exchange Agent receives the
Notice of Guaranteed Delivery before 5:00 p.m., New York City time, on the
Expiration Date. Upon request to the Exchange Agent, a Notice of Guaranteed
Delivery will be sent to Holders who wish to tender their old Notes according to
the guaranteed delivery procedures set forth above.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered old Notes, and withdrawal of tendered old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding. All tendering Holders, by execution of this Letter of
Transmittal (or facsimile thereof), will waive any right to receive notice of
the acceptance of the old Notes for exchange. The Company reserves the absolute
right to reject any and all old Notes not properly tendered or any old Notes the
Company's acceptance of which might, in the Company's judgment or the judgment
of the Company's counsel, be unlawful. The Company also reserves the right to
waive any irregularities or conditions of the Exchange Offer as to particular
old Notes. The Company's interpretation of the terms and conditions of the
Exchange Offer (including the instructions in this Letter of Transmittal) will
be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of old Notes must be cured within such
time as the Company will determine, Neither the Company, the Exchange Agent nor
any other person will be under any duty to give notification of defects or
irregularities with respect to tenders of old Notes, nor will any of them incur
any liability for failure to give such notification. Tenders of old Notes, will
not be deemed to have been made until such defects or irregularities have been
cured to the Company's satisfaction or waived. Any old Notes received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering Holders pursuant to the Company's determination, unless
otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date. The Exchange Agent and has no fiduciary duties to
the Holders with respect to the Exchange Offer and is acting solely on the basis
of directions of the Company.
3. INADEQUATE SPACE.
If the space provided is inadequate, the certificate numbers and/or the
number of old Notes should be listed on a separate signed schedule attached
hereto.
4. TENDER BY HOLDER.
Only a Holder of old Notes may tender such old Notes in the Exchange Offer.
Any beneficial owner of old Notes who is not the registered Holder and who
wishes to tender should arrange with such registered Holder to execute and
deliver this Letter of Transmittal on such beneficial owner's behalf or must,
before completing and executing this Letter of Transmittal and delivering his or
her old Notes, either make appropriate arrangements to register ownership of the
old Notes in such beneficial owner's name or obtain a properly complete bond
power from the registered Holder or properly endorsed certificates representing
such old Notes.
5. PARTIAL TENDERS; WITHDRAWALS.
Tenders of old Notes will be accepted only in integral multiples of $1,000.
If less than the entire principal amount of any old Notes is tendered, the
tendering Holder should fill in the principal amount tendered in the third
column (B) of the box entitled "Description of 7.75% Notes due 2006 and
Description of 7.90% Notes due 2010" above. The entire principal amount of any
old Notes delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated. If the entire principal amount of all old Notes is
not tendered, then old Notes for the principal amount of old Notes not tendered
and a certificate or certificates representing new Notes issued in exchange for
any old Notes accepted will be sent to the Holder at his or her registered
address, unless a different address is provided in the "Special Delivery
Instructions" box above on this Letter of Transmittal or unless tender is made
through DTC, promptly after the old Notes are accepted for exchange.
10
Except as otherwise provided herein, tenders of old Notes may be withdrawn
at any time before 5:00 p.m., New York City time, on the Expiration Date. To
withdraw a tender of old Notes in the Exchange Offer, a written notice (sent by
facsimile transmission, mail or hand delivery) of withdrawal must be received by
the Exchange Agent at its address set forth herein before 5:00 p.m., New York
City time, on the Expiration Date. Any such notice of withdrawal must:
(1) specify the name of the person having deposited the old Notes to be
withdrawn (the "Depositor"); (2) identify the old Notes to be withdrawn
(including the certificate number or numbers and principal amount of such old
Notes, or, in the case of old Notes transferred by book-entry transfer, the name
and number of the account at DTC to be credited); (3) be signed by the Depositor
in the same manner as the original signature on the Letter of Transmittal by
which such old Notes were tendered (including any required signature guarantees)
or be accompanied by documents of transfer sufficient to have the Exchange Agent
with respect to the old Notes register the transfer of such old Notes into the
name of the person withdrawing the tender; (4) specify the name in which any
such old Notes are to be registered, if different from that of the Depositor;
and (5) state that the Depositor is withdrawing the election to have such old
Notes tendered. All questions as to the validity, form and eligibility
(including time of receipt) of such notices will be determined by the Company,
whose determination will be final and binding on all parties. Any old Notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer and no new Notes will be issued with respect thereto unless the
old Notes so withdrawn are validly retendered. Any old Notes that have been
tendered but that are not accepted for exchange by the Company will be returned
to the Holder thereof without cost to such Holder as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer. In the
case of old Notes tendered by book-entry transfer into the Exchange Agent's
account at DTC, the old Notes will be credited to an account with DTC specified
by the Holder. Properly withdrawn old Notes may be retendered by following one
of the procedures described in the Prospectus under "The Exchange
Offer--Procedures for Tendering Old Notes" at any time before the Expiration
Date.
6. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder(s) of the old Notes tendered hereby, the signature must
correspond with the name(s) as written on the face of the Old Note without
alteration, enlargement or any change whatsoever. If any of the old Notes
tendered hereby are owned of record by two or more joint owners, all such owners
must sign this Letter of Transmittal.
If a number of old Notes registered in different names are tendered, it will
be necessary to complete, sign and submit as many copies of this Letter of
Transmittal as there are different registrations of old Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders (which term, for the purposes described herein,
will include a book-entry transfer facility whose name appears on a security
listing as the owner of the old Notes) of old Notes tendered and the certificate
or certificates for new Notes issued in exchange therefor is to be issued (or
any untendered principal amount of old Notes to be reissued) to the registered
Holder, then such Holder need not and should not endorse any tendered old Notes,
nor provide a separate bond power. In any other case, such Holder must either
properly endorse the old Notes tendered or transmit a properly completed
separate bond power with this Letter of Transmittal with the signatures on the
endorsement or bond power guaranteed by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any old Notes listed, such old
Notes must be endorsed or accompanied by appropriate bond powers in each case
signed as the name of the registered Holder or Holders appears on the old Notes.
If this Letter of Transmittal (or facsimile hereof) or any old Notes or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing, and
unless waived by the Company, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.
Endorsement on old Notes or signatures on bond powers required by this
Instruction 6 must be guaranteed by an Eligible Institution.
7. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.
Tendering Holders should indicate, in the applicable box or boxes, the name
and address to which new Notes or substitute old Notes for principal amounts not
tendered or not accepted for exchange are to be issued or sent,
11
if different from the name and address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated.
8. U.S. BACKUP TAX WITHHOLDING AND INTERNAL REVENUE SERVICE FORM W-9.
Under the federal income tax laws, payments that may be made by the Company on
account of new Notes issued pursuant to the Exchange Offer may be subject to
backup withholding at the rate of 31%. In order to avoid such backup
withholding, each tendering Holder should complete and sign the Substitute
Form W-9 included in this Letter of Transmittal and either (a) provide the
correct taxpayer identification number ("TIN") and certify, under penalties of
perjury, that the TIN provided is correct and that (1) the Holder has not been
notified by the Internal Revenue Service (the "IRS") that the Holder is subject
to backup withholding as a result of failure to report all interest or dividends
or (2) the IRS has notified the Holder that the Holder is no longer subject to
backup withholding; or (b) provide an adequate basis for exemption. If the
tendering Holder has not been issued a TIN and has applied for one, or intends
to apply for one in the near future, such Holder should write "Applied For" in
the space provided for the TIN in Part I of the Substitute Form W-9, sign and
date the Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I, the Company (or
the Exchange Agent under the Indenture governing the new Notes) will retain 31%
of payments made to the tendering Holder during the 60-day period following the
date of the Substitute Form W-9. If the Holder furnishes the Exchange Agent or
the Company with its TIN within 60 days after the date of the Substitute
Form W-9, the Company or the Exchange Agent, as the case may be, will remit such
amounts retained during the 60-day period to the Holder and no further amounts
will be retained or withheld from payments made to the Holder thereafter. If,
however, the Holder has not provided the Exchange Agent or the Company with its
TIN within such 60-day period, the Company or the Exchange Agent, as the case
may be, will remit such previously retained amounts to the IRS as backup
withholding. In general, if a Holder is an individual, the TIN is the social
security number of such individual. If the Exchange Agent or the Company are not
provided with the correct TIN, the Holder may be subject to a $50 penalty
imposed by the IRS. Certain Holders (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such Holder must submit a statement (generally, IRS
Form W-8), signed under penalties of perjury, attesting to that individual's
exempt status. For further information concerning backup withholding and
instructions for completing the Substitute Form W-9 (including how to obtain a
taxpayer identification number if you do not have one and how to complete the
Substitute Form W-9 if old Notes are registered in more than one name), consult
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9. Failure to complete the Substitute Form W-9 will not, by
itself, cause old Notes to be deemed invalidly tendered, but may require the
Company or the Exchange Agent, as the case may be, to withhold 31% of the amount
of any payments made on account of new Notes. Backup withholding is not an
additional federal income tax. Rather, the federal income tax liability of a
person subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
9. TRANSFER TAXES.
Holders who tender their old Notes for exchange will not be obligated to pay
any transfer taxes in connection therewith. If, however, certificates
representing new Notes or old Notes for principal amounts not tendered or
accepted for exchange are to be delivered to, or are to be registered in the
name of, any person other than the registered Holder of the old Notes tendered
hereby, or if tendered old Notes are registered in the name of a person other
than the person signing this Letter of Transmittal, or if a transfer tax is
imposed for any reason other than the exchange of old Notes pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered Holder or on any other persons) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted with this Letter of Transmittal, the amount of such transfer
taxes will be billed directly to such tendering Holder. See the Prospectus under
"The Exchange Offer--Transfer Taxes."
Except as provided in this Instruction 9, it will not be necessary for
transfer tax stamps to be affixed to the old Notes listed in this Letter of
Transmittal.
12
10. WAIVER OF CONDITIONS.
The Company reserves the right, in its sole discretion, to amend, waive or
modify specified conditions in the Exchange Offer in the case of any old Notes
tendered.
11. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any tendering Holder whose old Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated herein for
further instructions.
12. REQUESTS FOR ASSISTANCE, COPIES.
Requests for assistance and requests for additional copies of the Prospectus
or this Letter of Transmittal may be directed to the Exchange Agent at the
address specified in the Prospectus. Holders may also contact their broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
13
(DO NOT WRITE IN SPACE BELOW)
CERTIFICATE SURRENDERED OLD NOTES TENDERED OLD NOTES ACCEPTED
Received ---------------------------
Accepted by ------------------------
Checked by -------------------------
Delivery Prepared by ---------------
Checked by -------------------------
Date -------------------------------
14
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR'S NAME: BANK ONE TRUST COMPANY, N.A.
- -------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I--Taxpayer Identification Social Security Number
FORM W-9 Number ("TIN"). Enter your TIN in or ------------------------
DEPARTMENT OF THE TREASURY INTERNAL the appropriate box. For Employer Identification Number
REVENUE SERVICE REQUEST FOR TAXPAYER individuals, this is your Social
IDENTIFICATION NUMBER AND CERTIFICATION Security Number (SSN). For sole
proprietors, see the Instructions in
the enclosed Guidelines. For other
entities, it is your Employer
Identification Number (EIN). If you
do not have a number, see how to get
a TIN in the enclosed Guidelines.
----------------------------------------------------------------------------
PART II--For Payees exempt for backup withholding. See Part II of
instructions in the enclosed Guidelines. NOTE: If the account is in more
than one name, see the chart on Page 2 of the enclosed guidelines on whose
number to enter.
----------------------------------------------------------------------------
PART III--CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) the number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me).
(2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding.
Signature Date
- -------------------------------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
of underreporting interest of dividends on your tax return. For real estate
transactions, item 2 does not apply. For mortgage interest paid, the acquisition
or abandonment of secured property, cancellation of debt, contributions to an
individual retirement arrangement (IRA), and general payments other than
interest and dividends, you are not required to sign the Certification, but you
must provide your correct TIN.
- --------------------------------------------------------------------------------
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer Identification Number
has not been issued to me, and that I mailed or delivered an application to
receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that if I do not
provide a Taxpayer Identification Number to the payor, 31% of all payments made
to me on account of the new Notes will be retained until I provide a Taxpayer
Identification Number within 60 days, such retained amounts will be remitted to
the Internal Revenue Service as backup withholding and 31% of all reportable
payments made to me thereafter will be withheld and remitted to the Internal
Revenue Service until I provide a Taxpayer Identification Number.
Signature ________________________________ Date _______________________________
- --------------------------------------------------------------------------------
15
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE NEW NOTES. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
16
OFFER TO EXCHANGE
QWEST CAPITAL FUNDING, INC.
7.75% NOTES DUE 2006 AND 7.90% NOTES DUE 2010
THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FOR ANY AND ALL
OUTSTANDING 7.75% NOTES DUE 2006 AND 7.90% NOTES DUE 2010
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON
, 2001, UNLESS EXTENDED. TENDERS OF 7.75% NOTES DUE 2006 AND 7.90%
NOTES DUE 2010, MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE
PROSPECTUS AND THE LETTER OF TRANSMITTAL.
To Our Clients:
Enclosed for your consideration is a prospectus dated , 2001
(the "Prospectus") and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Qwest Capital
Funding, Inc. (the "Company") to exchange up to $1,250,000,000 aggregate
principal amount of new 7.75% Notes due 2006 and $1,750,000,000 aggregate
principal amount of new 7.90% Notes due 2010, which will be freely transferable
(collectively, the "new Notes"), for any and all outstanding 7.75% Notes due
2006 and 7.90% Notes due 2010, which have certain transfer restrictions
(collectively, the "old Notes"), upon the terms and subject to the conditions
described in the Prospectus and the related Letter of Transmittal. The Exchange
Offer is intended to satisfy certain obligations of the Company contained in the
Registration Rights Agreement dated August 16, 2000 between the Company and the
initial purchasers of the old Notes.
This material is being forwarded to you as the beneficial owner of the old
Notes carried by us for your account but not registered in your name. A TENDER
OF SUCH OLD NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the old Notes held by us for account, pursuant to the terms and
conditions set forth in the enclosed Prospectus and Letter of Transmittal.
Please forward your instructions to us as promptly as possible in order to
permit us to tender the old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
New York City time, on , 2001 (the "Expiration Date"), unless extended
by the Company. Any old Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before 5:00 p.m., New York City time, on the Expiration
Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all old Notes.
2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus in the section captioned "The Exchange Offer--Conditions of
the Exchange Offer."
3. The Exchange Offer expires at 5:00 p.m., New York City time, on the
Expiration Date, unless extended by the Company.
If you wish to have us tender your old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter.
THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY
NOT BE USED DIRECTLY BY YOU TO TENDER OLD NOTES.
17
INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of this letter and the enclosed
materials referred to therein relating to the Exchange Offer made by the Company
with respect to the old Notes.
This will instruct you to tender the old Notes held by you for the account
of the undersigned, upon and subject to terms and conditions set forth in the
Prospectus and the related Letter of Transmittal.
Please tender the old Notes held by you for the account of the undersigned
as indicated below:
AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES
---------------------------------------------
7.75% Notes due 2006
--------------------------------------------
7.90% Notes due 2010
--------------------------------------------
/ / Please do not tender any old Notes held
by you for the account of the undersigned.
Dated: , 2001 --------------------------------------------
--------------------------------------------
Signature(s)
--------------------------------------------
--------------------------------------------
--------------------------------------------
Please print name(s) here
--------------------------------------------
--------------------------------------------
Address(es)
--------------------------------------------
Area Code(s) and Telephone Number(s)
--------------------------------------------
Tax Identification or Social Security No(s).
NONE OF THE OLD NOTES HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED UNLESS WE
RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC CONTRARY
INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON SHALL
CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE OLD NOTES HELD BY US FOR YOUR
ACCOUNT.
18
OFFER TO EXCHANGE
QWEST CAPITAL FUNDING, INC.
7.75% NOTES DUE 2006
FOR ANY AND ALL
OUTSTANDING 7.75% NOTES DUE 2006
AND
7.90% NOTES DUE 2010
FOR ANY AND ALL
OUTSTANDING 7.90% NOTES DUE 2010
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON
, 2001, UNLESS EXTENDED. TENDERS OF 7.75% NOTES DUE 2006 AND OF 7.90%
NOTES DUE 2010 MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE
PROSPECTUS AND THE LETTER OF TRANSMITTAL.
To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Qwest Capital Funding, Inc. (the "Company") hereby offers to exchange (the
"Exchange Offer"), upon and subject to the terms and conditions set forth in the
prospectus dated , 2001 (the "Prospectus") and the enclosed Letter
of Transmittal (the "Letter of Transmittal"), up to $1,250,000,000 aggregate
principal amount of new 7.75% Notes due 2006 and $1,750,000,000 aggregate
principal amount of new 7.90% Notes due 2010, which will be freely transferable
(collectively, the "new Notes"), for any and all outstanding 7.75% Notes due
2006 and 7.90% Notes due 2010, which have certain transfer restrictions
(collectively, the "old Notes"). The Exchange Offer is intended to satisfy
certain obligations of the Company contained in the Registration Rights
Agreement dated August 16, 2000 between the Company and the initial purchasers
of the old Notes.
We are requesting that you contact your clients for whom you hold old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold old Notes registered in your name or in the name of
your nominee, or who hold old Notes registered in their own names, we are
enclosing the following documents:
1. Prospectus dated , 2001;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
if certificates for old Notes are not immediately available or time will
not permit all required documents to reach the principal exchange agent,
Bank One Trust Company, National Association (the "Exchange Agent")
before the Expiration Date (as defined below) or if the procedure for
book-entry transfer cannot be completed on a timely basis;
4. A form of letter that may be sent to your clients for whose account you
hold old Notes registered in your name or the name of your nominee, with
space provided for obtaining such clients' instructions with regard to
the Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to the Exchange Agent for the old Notes.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON , 2001 (THE "EXPIRATION DATE"),
UNLESS EXTENDED BY THE COMPANY. ANY OLD NOTES TENDERED PURSUANT TO THE EXCHANGE
OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
19
To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees and any other required documents, must be sent to the Exchange Agent
and certificates representing the old Notes must be delivered to the Exchange
Agent, all in accordance with the instructions set forth in the Letter of
Transmittal and the Prospectus.
If holders of old Notes wish to tender, but it is impracticable for them to
forward their certificates for old Notes before the expiration of the Exchange
Offer or to comply with the book-entry transfer procedures on a timely basis, a
tender may be effected by following the guaranteed delivery procedures described
in the Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures."
Any inquiries you may have with respect to the Exchange Offer or requests for
additional copies of the enclosed materials should be directed to the Exchange
Agent for the old Notes, at its address and telephone numbers set forth on the
front of the Letter of Transmittal.
Very truly yours,
Qwest Capital Funding, Inc.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY
OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE
IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
20
NOTICE OF GUARANTEED DELIVERY
FOR
7.75% NOTES DUE 2006
AND
7.90% NOTES DUE, 2010
OF
QWEST CAPITAL FUNDING, INC.
As set forth in the Prospectus dated , 2001 (the "Prospectus")
of Qwest Capital Funding, Inc. (the "Company") and in the Letter of Transmittal
(the "Letter of Transmittal"), this form or a form substantially equivalent to
this form must be used to accept the Exchange Offer (as defined below) if the
certificates for the outstanding 7.75% Notes due 2006 and 7.90% Notes due 2010
(collectively, the "old Notes") of the Company and all other documents required
by the Letter of Transmittal cannot be delivered to the Exchange Agent (as
defined below) by the expiration of the Exchange Offer or compliance with
book-entry transfer procedures cannot be effected on a timely basis. Such form
may be delivered by hand or transmitted by facsimile transmission, mail or
overnight courier to the Exchange Agent no later than the Expiration Date, and
must include a signature guarantee by an eligible guarantor institution as set
forth below.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON
, 2001 (THE "EXPIRATION DATE"), UNLESS EXTENDED. TENDERS OF 7.75%
NOTES DUE 2006 AND 7.90% NOTES DUE 2010 MAY ONLY BE WITHDRAWN UNDER THE
CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.
TO: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION (THE PRINCIPAL "EXCHANGE
AGENT")
BY MAIL: BY HAND, OVERNIGHT MAIL OR COURIER:
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
ATTENTION: EXCHANGES ATTENTION: EXCHANGES
GLOBAL CORPORATE TRUST SERVICES GLOBAL CORPORATE TRUST SERVICES
1 BANK ONE PLAZA ONE NORTH STATE STREET,
MAIL SUITE 1L 1-0122 9(TH) FLOOR
CHICAGO, IL 60670-0122 CHICAGO, IL 60602
or or
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
ATTENTION: EXCHANGES ATTENTION: EXCHANGES
GLOBAL CORPORATE TRUST SERVICES GLOBAL CORPORATE TRUST SERVICES
14 WALL STREET, 8(TH) FLOOR 14 WALL STREET, 8(TH) FLOOR
NEW YORK, NY 10005 NEW YORK, NY 10005
BY FACSIMILE: FOR INFORMATION OR CONFIRMATION BY TELEPHONE:
(312) 407-8853 (800) 524-9472
ATTENTION: EXCHANGES
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF
THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS
GUARANTEED DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an eligible guarantor institution under the instructions thereto,
such signature must appear in the applicable space provided on the Letter of
Transmittal for Guarantee of Signature(s).
21
Ladies and Gentlemen:
The undersigned acknowledges receipt of the Prospectus and the related
Letter of Transmittal, that describes the Company's offer (the "Exchange Offer")
to exchange $1,000 in principal amount of new 7.75% Notes due 2006 and new 7.90%
Notes due 2010 (collectively, the "new Notes") for each $1,000 in principal
amount of the applicable old Notes.
The undersigned hereby tenders to the Company the aggregate principal amount
of old Notes set forth below on the terms and conditions set forth in the
Prospectus and the related Letter of Transmittal pursuant to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" section in the Prospectus and the accompanying Letter of
Transmittal.
The undersigned understands that no withdrawal of a tender of old Notes may
be made after 5:00 p.m., New York City time, on the Expiration Date. The
undersigned understands that for a withdrawal of a tender of old Notes to be
effective, a written notice of withdrawal that complies with the requirements of
the Exchange Offer must be timely received by the Exchange Agent at its address
specified on the cover of this Notice of Guaranteed Delivery before 5:00 p.m.,
New York City time, on the Expiration Date.
The undersigned understands that the exchange of old Notes for new Notes
pursuant to the Exchange Offer will be made only after timely receipt by the
Exchange Agent of (1) such old Notes (or book-entry confirmation of the transfer
of such old Notes into the Exchange Agent's account at The Depository Trust
Company ("DTC")) and (2) a Letter of Transmittal (or facsimile thereof) with
respect to such old Notes, properly completed and duly executed, with any
required signature guarantees, this Notice of Guaranteed Delivery and any other
documents required by the Letter of Transmittal or a properly transmitted
Agent's Message. The term "Agent's Message" means a message transmitted by DTC
to, and received by, the Exchange Agent and forming part of the confirmation of
a book-entry transfer, which states that DTC has received an express
acknowledgment from a participant in DTC tendering the old Notes and that such
participant has received the Letter of Transmittal and agrees to be bound by the
terms of the Letter of Transmittal and the Company may enforce such agreement
against such participant.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery will not be affected by, and will survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery will be binding on the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
22
PLEASE COMPLETE
If old Notes will be delivered by book-entry
transfer at DTC, insert Depository Account
Principal Amount of old Notes Tendered: No.:
- -------------------------------------------- --------------------------------------------
Certificate No.(s) of old Notes (if
available):
- --------------------------------------------
PLEASE SIGN AND PRINT NAME(S) AND ADDRESS(ES)
Signature(s) of Registered Holder(s) or Name(s) of Registered Holder(s)
Authorized Signatory:
- -------------------------------------------- --------------------------------------------
- -------------------------------------------- --------------------------------------------
- -------------------------------------------- --------------------------------------------
Date: -------------------------------------- Address(es): --------------------------------
--------------------------------------------
Area Code and Telephone No.: ---------------
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of old Notes exactly as its (their) name(s) appear on certificates for
old Notes or on a security position listing as the owner of old Notes, or by
person(s) authorized to become registered holder(s) by endorsements and
documents transmitted with this Notice of Guaranteed Delivery. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person must
provide the following information.
Name(s):
________________________________________________________________________________
________________________________________________________________________________
Capacity:
________________________________________________________________________________
Address(es):
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE
AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
23
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or a correspondent in the United States, or
otherwise an "eligible guarantor institution" within the meaning of
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), hereby (1) represents that each holder of old Notes on whose
behalf this tender is being made "own(s)" the old Notes covered hereby within
the meaning of Rule 13d-3 under the Exchange Act (2) represents that such tender
of old Notes complies with Rule 14e-4 of the Exchange Act and (3) guarantees
that, within five New York Stock Exchange trading days after the date of signing
of the Notice of Guaranteed Delivery, a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof), together with certificates
representing the old Notes covered hereby in proper form for transfer (or
confirmation of the book-entry transfer of such old Notes into the Exchange
Agent's account at DTC, pursuant to the procedure for book-entry transfer set
forth in the Prospectus) and required documents will be deposited by the
undersigned with the Exchange Agent.
The undersigned acknowledges that it must deliver the Letter of Transmittal
and old Notes tendered hereby to the Exchange Agent within the time period set
forth above and the failure to do so could result in financial loss to the
undersigned.
- --------------------------------------------------------------------------------
Name of Firm
- --------------------------------------------------------------------------------
Address
Area Code and Telephone No:
---------------------------------------------------
- --------------------------------------
Authorized Signature
- --------------------------------------
Title
Name:
- --------------------------------------
(Please Type or Print)
Dated:
- --------------------------------------
PLEASE DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
24
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
- ------------------------------------------------------------
GIVE THE SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
- ------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, the first
individual on the
account(1)
3. Husband and wife (joint The actual owner of the
account) account or, if joint
funds, the first
individual on the
account(1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if the minor
account) is the only contributor,
the minor(1)
6. Account in the name of The ward, minor, or
guardian or committee for incompetent person(3)
a designated ward, minor,
or incompetent person
7. (a) The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also
trustee)
(b) So-called trust The actual owner(1)
account that is not a
legal or valid trust
under State law
8. Sole proprietorship The owner(4)
account
- ------------------------------------------------------------
- ------------------------------------------------------------
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF:
- ------------------------------------------------------------
9. A valid trust, estate, or The legal entity (Do not
pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity
itself is not designated
in the account title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held The partnership
in the name of the
business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or nominee
nominee
15. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a State or
local government, school
district, or prison) that
receives agricultural
program payments
- ------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following (Section references are to the Internal Revenue Code):
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under Section 403(b)(7).
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600
or more and is paid in the course of the payer's trade or business and
you have not provided your correct taxpayer identification number to the
payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free government bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file a Substitute Form W-9 to avoid
possible erroneous backup withholding.
FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER,
WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO
THE PAYER.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A, and 6050N, and the regulations under those sections.
PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of tax returns. Payers must be given
the numbers whether or not recipients are required to file a tax return. Payers
must generally withhold 31% of taxable interest, dividend, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.--If you fail to
include any portion of an includible payment for interest, dividends or
patronage dividends in gross income, such failure is strong evidence of
negligence. If negligence is shown, you will be subject to a penalty of 20%
on any portion of an underpayment attributable to that failure.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
26