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EXHIBIT 4.3    
  


 
 

SECOND SUPPLEMENTAL INDENTURE    
  


        This SECOND SUPPLEMENTAL INDENTURE (the "Second Supplemental Indenture"), dated as of February 4, 2002, is entered into by and among Qwest Capital
Funding, Inc., a Colorado corporation (the "Company"), Qwest Communications International Inc., a Delaware corporation (the "Guarantor"), and Bank One Trust Company, National Association, a
national banking association, as Trustee (the "Trustee"). All capitalized terms not defined herein have the meanings assigned to them in the Indenture (as defined below). 


RECITALS  


        WHEREAS, predecessors in interest of the Company and the Guarantor have heretofore executed and delivered to the Trustee an Indenture, dated as of June 29, 1998
(as amended by the First Supplemental Indenture, dated as of June 30, 2000, the "Indenture"), providing for the issuance from time to time of its unsecured debentures, notes or other evidences
of indebtedness (the "Securities"), to be issued in one or more series as provided in the Indenture; 



        WHEREAS,
pursuant to the First Supplemental Indenture, the Company and the Guarantor assumed all of the obligations, succeeded to all of the rights, and otherwise substituted themselves
in place of their predecessors in interest under the Indenture; 


        WHEREAS,
Section 9.01(5) of the Indenture provides that, without the consent of any Securityholders, the Company, the Guarantor and the Trustee may enter into a supplemental
indenture to add to or revise the conditions, limitations, and restrictions on the terms of the Securities; 


        WHEREAS,
the Guarantor has delivered, or caused to be delivered on its behalf, to the Trustee (i) an Officer's Certificate, and (ii) an Opinion of Counsel, in each case
stating that, in the opinion of the signer, this Second Supplemental Indenture complies with the applicable provisions of Article 9 of the Indenture and that all conditions precedent provided
for in the Indenture relating to the execution and delivery of this Second Supplemental Indenture have been complied with; and 


        WHEREAS,
all things necessary to make this Second Supplemental Indenture when executed by the parties hereto a valid and binding amendment of and supplement to the Indenture have been
done and performed. 


        NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: 


        For
and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby
mutually covenant and agree as follows: 


        SECTION
1.    Amendments to Section 2.02 of the Indenture.    


        (a)  Existing
Subsection 2.02(a)(17) is hereby renumbered as Subsection 2.02(a)(21). 


        (b)  Section
2.02 of the Indenture is hereby amended to include the following additional terms of any series of Securities which may be established by a Company Board
Resolution, by one or more Officers of the Company pursuant to a Company Board Resolution, or by a supplemental indenture: 


        New Subsection 2.02(a)(17)  



"whether,
and the terms and conditions upon which, the Securities of the series may or must be converted into or exchanged for securities of the Company, the Guarantor or another enterprise" 




        New Subsection 2.02(a)(18)  



"any
terms applicable to Original Issue Discount, if any (as that term is defined in the Internal Revenue Code of 1986 and the Regulations thereunder) including the rate or rates at which such
Original Issue Discount, if any, shall accrue" 







        New Subsection 2.02(a)(19)  



"any
addition to or change in the Events of Default which apply to any Series of Securities and any change in the right of the Trustee or the requisite Holders of such Securities to declare the
principal amount thereof due and payable pursuant to Section 6.02" 




        New Subsection 2.02(a)(20)  



"any
addition to or change in the covenants set forth in Article 4 which apply to any Series of Securities" 




        (c)  Subsection
2.02(a)(16) is hereby amended in its entirety to read as follows: "if the amount of payments of principal or interest on the Series of Securities may
be determined with reference to an index, formula or other method, or based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts
shall be determined and the calculation agent, if any with respect thereto". 



        SECTION
2.    Separability.    In case any provision in this Second Supplemental Indenture shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 


        SECTION
3.    No Third Party Benefit.    Nothing in this Second Supplemental Indenture, express or implied, shall give
to any Person, other than the parties hereto and their successors under the Indenture, and the Securityholders of the Securities, any benefit or any legal or equitable right, remedy or claim under the
Indenture, as amended by this Second Supplemental Indenture. 



        SECTION
4.    Continuance of Indenture: Effectiveness.    This Second Supplemental Indenture supplements the Indenture
and shall be a part of and subject to all the terms thereof. The Indenture, as supplemented by this Second Supplemental Indenture, shall continue in full force and effect. This Second Supplemental
Indenture shall become effective immediately upon execution hereof. 


        SECTION
5.    Governing Law.    This Second Supplemental Indenture shall be governed by and construed in accordance
with the laws of the State of New York. 


        SECTION
6.    Counterparts.    This Second Supplemental Indenture may be executed in any number of counterparts, each
of which so executed will be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 








        IN
WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all
as of the day and year first above written. 



	 	 	 	QWEST CAPITAL FUNDING, INC.
	

 	

 	
 	

By:	

/s/ YASH A. RANA

	 	 	 	Name:	Yash A. Rana
	 	 	 	Title:	Vice President, Senior Associate General Counsel and Assistant Secretary
	

Attest:	

/s/ DRAKE S. TEMPEST	
 	

 	

 
	 	
	 	 	 
	Name:	Drake S. Tempest	 	 	 
	Title:	Executive Vice President, General Counsel, Chief Administrative Officer and Secretary	 	 	 
	

 	

 	
 	

QWEST COMMUNICATIONS INTERNATIONAL INC.
	

 	

 	
 	

By:	

/s/ YASH A. RANA

	 	 	 	Name:	Yash A. Rana
	 	 	 	Title:	Vice President, Senior Associate General Counsel and Assistant Secretary
	

Attest:	

 	
 	

 	

 
	 	/s/ DRAKE S. TEMPEST	 	 	 
	 	
	 	 	 
	Name:	Drake S. Tempest	 	 	 
	Title:	Executive Vice President, General Counsel, Chief Administrative Officer and Secretary	 	 	 
	 	 	 	BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
	

 	

 	
 	

By:	

/s/ CHRISTOPHER HOLLY
	 	 	 	 	

	 	 	 	Name:	Christopher Holly
	 	 	 	Title:	Vice President
	

Attest:	

/s/ STEVE WAGNER	
 	

 	

 
	 	
	 	 	 
	Name:	Steve Wagner	 	 	 
	Title:	First Vice President	 	 	 











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EXHIBIT 4.3


SECOND SUPPLEMENTAL INDENTURE