<PAGE>


                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made
and entered into as of February 14, 2001 among Qwest Communications
International Inc., a Delaware corporation (the "Guarantor"), Qwest Capital
Funding, Inc., a Colorado corporation (the "COMPANY"), and the Initial
Purchasers (as hereinafter defined).

                  This Agreement is made pursuant to the Purchase Agreement
dated February 7, 2001 (the "PURCHASE AGREEMENT"), among the Guarantor, the
Company, as issuer of the 7.25% Notes due February 15, 2011 and the 7.75% Notes
due February 15, 2031 (the "Notes"), and the Initial Purchasers, which provides
for, among other things, the sale by the Company to the Initial Purchasers of
the aggregate principal amount of Notes specified therein. The Notes will be
unconditionally guaranteed as to payment of principal, premium, if any, and
interest by the Guarantor (the "Guarantees", and together with the Notes, the
"Securities"). In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Guarantor and the Company have agreed to provide to the
Initial Purchasers and their direct and indirect transferees the registration
rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the closing under the Purchase Agreement.

                  In consideration of the foregoing, the parties hereto agree as
follows:

                  1. DEFINITIONS. As used in this Agreement, the following
capitalized defined terms shall have the following meanings:

         "ADVICE" shall have the meaning set forth in the last paragraph of
Section 3 hereof.

         "AFFILIATE" has the same meaning as given to that term in Rule 405
under the Securities Act or any successor rule thereunder.

         "APPLICABLE PERIOD" shall have the meaning set forth in Section 3(s)
hereof.

         "BUSINESS DAY" means any day other than a Saturday, a Sunday, or a day
on which banking institutions in The City of New York are authorized or required
by law or executive order to remain closed.

         "CLOSING TIME" shall mean the Closing Time as defined in the Purchase
Agreement.

         "COMPANY" shall have the meaning set forth in the preamble to this
Agreement and also includes the Company's successors and permitted assigns.

         "DEPOSITARY" shall mean The Depository Trust Company, or any other
depositary appointed by the Company; PROVIDED, HOWEVER, that such depositary
must have an address in the Borough of Manhattan, The City of New York.

         "EFFECTIVENESS PERIOD" shall have the meaning set forth in Section 2(b)
hereof.


<PAGE>

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.

         "EXCHANGE GUARANTEES" shall mean the Guarantor's unconditional
guarantee of principal, premium, if any, and interest of the Exchange Notes
containing terms identical in all material respects to the Guarantees.

         "EXCHANGE NOTES" shall mean the 7.25% Notes due February 15, 2011 and
the 7.75% Notes due February 15, 2031 issued by the Company under the Indenture
containing terms identical in all material respects to the Notes (except that
(i) interest thereon shall accrue from the last date on which interest was paid
or duly provided for on the Notes or, if no such interest has been paid, from
the date of their original issue, (ii) they will not contain terms with respect
to transfer restrictions under the Securities Act, (iii) they will not provide
for any Special Interest Premium thereon and (iv) they will be entitled to the
benefit of the Exchange Guarantees) to be offered to Holders of Notes in
exchange for Notes pursuant to the Exchange Offer.

         "EXCHANGE OFFER" shall mean the offer by the Company to the Holders to
exchange all of the Registrable Securities for a like amount of Exchange Notes
pursuant to Section 2(a) hereof.

         "EXCHANGE OFFER REGISTRATION" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.

         "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement, in
each case including the Prospectus contained therein, all exhibits thereto and
all documents incorporated by reference therein.

         "EXCHANGE PERIOD" shall have the meaning set forth in Section 2(a)
hereof.

         "GUARANTEES" shall have the meaning set forth in the preamble to this
Agreement.

         "HOLDER" shall mean any Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture.

         "INDENTURE" shall mean the Indenture, dated as of June 29, 1998,
between the Company, as issuer, the Guarantor (as successor to US WEST, Inc.)
and Bank One Trust Company, National Association, as trustee, as the same may be
amended or supplemented from time to time in accordance with the terms thereof.

         "INITIAL PURCHASERS" shall mean Banc of America Securities LLC, Chase
Securities Inc., Credit Suisse First Boston Corporation, Goldman, Sachs & Co.,
Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Salomon Smith Barney Inc., ABN AMRO Incorporated, Banc One Capital Markets,
Inc., Commerzbank Capital Markets Corp., First Union Securities, Inc., Fleet
Securities Inc., Mellon Financial Markets, LLC, RBC Dominion Securities
Corporation, U.S. Bancorp Piper Jaffray Inc., Utendahl Capital Partners, L.P.,
Wells Fargo Brokerage Services, LLC, and The Williams Capital Group, L.P.


                                      2

<PAGE>

         "INSPECTORS" shall have the meaning set forth in Section 3(n) hereof.

         "ISSUE DATE" shall mean February 14, 2001, the initial date of delivery
of the Notes from the Company to the Initial Purchasers.

         "ISSUER" shall mean the Company as defined in the preamble hereto.

         "MAJORITY HOLDERS" shall mean the Holders of a majority of the
aggregate principal amount of outstanding Notes and Exchange Notes.

         "NOTES" shall have the meaning set forth in the preamble to this
Agreement.

         "PARTICIPATING BROKER-DEALER" shall have the meaning set forth in
Section 3(t) hereof.

         "PERSON" shall mean an individual, partnership, corporation, trust or
unincorporated organization, limited liability corporation, or a government or
agency or political subdivision thereof.

         "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all documents incorporated by reference
therein.

         "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble
to this Agreement.

         "RECORDS" shall have the meaning set forth in Section 3(n) hereof.

         "REGISTRABLE SECURITIES" shall mean the Securities; PROVIDED, HOWEVER,
that any Securities shall cease to be Registrable Securities when any of the
following occurs: (i) a Registration Statement with respect to such Securities
for the exchange or resale thereof shall have been declared effective under the
Securities Act and such Securities shall have been disposed of pursuant to such
Registration Statement, (ii) such Securities shall have been sold to the public
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule
144A) under the Securities Act or are eligible to be sold without restriction as
contemplated by Rule 144(k), (iii) such Securities shall have ceased to be
outstanding or (iv) such Securities shall have been exchanged for Exchange Notes
together with the Exchange Guarantees upon consummation of the Exchange Offer
and are thereafter freely tradable by the Holder thereof (other than an
Affiliate of the Company or the Guarantor).

         "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance by the Company and the Guarantor with this
Agreement, including without limitation: (i) all SEC or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing fees, including,
if applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained by any Holder of Registrable
Securities in accordance with the rules and regulations of the NASD, (ii) all
fees and


                                       3

<PAGE>

expenses incurred in connection with compliance with state securities or blue
sky laws (including reasonable fees and disbursements of one counsel for all
underwriters and Holders as a group in connection with blue sky qualification
of any of the Exchange Securities or Registrable Securities) and compliance
with the rules of the NASD, (iii) all expenses of any Persons in preparing or
assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus and any amendments or supplements
thereto, and in preparing or assisting in preparing, printing and
distributing any underwriting agreements, securities sales agreements and
other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) the fees and disbursements of
counsel for the Company and the Guarantor and of the independent certified
public accountants of the Company and the Guarantor and its subsidiaries,
including the expenses of any "cold comfort" letters required by or incident
to the performance of and compliance with this Agreement, (vi) the reasonable
fees and expenses of the Trustee and its counsel and any exchange agent or
custodian, and (vii) the reasonable fees and expenses of any special experts
retained by the Company and the Guarantor in connection with any Registration
Statement.

         "REGISTRATION STATEMENT" shall mean any registration statement of the
Company and the Guarantor which covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement, and all
amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all documents incorporated by reference
therein.

         "RULE 144(K) PERIOD" shall mean the period of two years (or such
shorter period as may hereafter be referred to in Rule 144(k) under the
Securities Act (or similar successor rule)) commencing on the Issue Date.

         "SEC" shall mean the Securities and Exchange Commission.

         "SECURITIES" shall have the meaning set forth in the preamble to this
Agreement.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended from
time to time.

         "SHELF REGISTRATION" shall mean a registration effected pursuant to
Section 2(b) hereof.

         "SHELF REGISTRATION EVENT" shall have the meaning set forth in Section
2(b) hereof.

         "SHELF REGISTRATION EVENT DATE" shall have the meaning set forth in
Section 2(b) hereof.

         "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 2(b) hereof which
covers all of the Registrable Securities (except Registrable Securities which
the Holders have elected not to include in such Shelf Registration Statement or
the Holders of which have not complied with their obligations under the
penultimate paragraph of Section 3 hereof or under the first paragraph of
Section 2(b) hereof) on an appropriate form under Rule 415 under the Securities
Act, or any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all documents incorporated by reference therein.


                                       4

<PAGE>


         "SPECIAL INTEREST PREMIUM" shall have the meaning set forth in Section
2(e) hereof.

         "TIA" shall have the meaning set forth in Section 3(k) hereof.

         "TRUSTEE" shall mean the trustee under the Indenture.

                  2. REGISTRATION UNDER THE SECURITIES ACT.

                  (a) EXCHANGE OFFER. Except as set forth in Section 2(b) below,
the Company and the Guarantor shall, for the benefit of the Holders, at the
Company's cost, use its reasonable best efforts to (i) file with the SEC within
150 calendar days after the Issue Date an Exchange Offer Registration Statement
on an appropriate form under the Securities Act relating to the Exchange Offer,
(ii) cause such Exchange Offer Registration Statement to be declared effective
under the Securities Act by the SEC not later than the date which is 210
calendar days after the Issue Date, (iii) keep such Exchange Offer Registration
Statement effective for not less than 30 calendar days (or longer if required by
applicable law) after the date notice of the Exchange Offer is mailed to the
Holders and (iv) cause the Exchange Offer to be consummated within 240 calendar
days after the Issue Date. Promptly after the effectiveness of the Exchange
Offer Registration Statement, the Company shall commence the Exchange Offer, it
being the objective of such Exchange Offer to enable each Holder eligible and
electing to exchange Registrable Securities for a like principal amount of
Exchange Notes together with the Exchange Guarantees (provided that such Holder
(i) is not an Affiliate of the Company or the Guarantor, (ii) is not a
broker-dealer tendering Registrable Securities acquired directly from the
Company, (iii) acquires the Exchange Securities in the ordinary course of such
Holder's business and (iv) has no arrangements or understandings with any Person
to participate in the Exchange Offer for the purpose of distributing the
Exchange Securities) to transfer such Exchange Securities from and after their
receipt without any limitations or restrictions under the Securities Act and
under state securities or blue sky laws.

                  In connection with the Exchange Offer, the Company and the
Guarantor shall:

         (i) mail to each Holder a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;

         (ii) keep the Exchange Offer open for acceptance for a period of not
less than 30 days after the date notice thereof is mailed to the Holders (or
longer if required by applicable law) (such period referred to herein as the
"EXCHANGE PERIOD");

         (iii) utilize the services of the Depositary for the Exchange Offer
with respect to Notes represented by a global certificate;

         (iv) permit Holders to withdraw tendered Registrable Securities at any
time prior to the close of business, New York City time, on the last Business
Day of the Exchange Period, by sending to the institution specified in the
notice to Holders, a telegram, telex, facsimile transmission or letter setting
forth the name of such Holder, the principal amount of Registrable Securities
delivered for exchange, and a statement that such Holder is withdrawing his
election to have such Registrable Securities exchanged;


                                       5

<PAGE>

         (v) notify each Holder that any Registrable Security not tendered by
such Holder in the Exchange Offer will remain outstanding and continue to accrue
interest but will not retain any rights under this Agreement (except in the case
of the Initial Purchasers and Participating Broker-Dealers as provided herein);
and

         (vi) otherwise comply in all respects with all applicable laws relating
to the Exchange Offer.

              As soon as practicable after the close of the Exchange Offer, the
Company and the Guarantor shall:

          (i) accept for exchange all Registrable Securities or portions thereof
duly tendered and not validly withdrawn pursuant to the Exchange Offer in
accordance with the terms of the Exchange Offer Registration Statement and
letter of transmittal which is an exhibit thereto;

         (ii) deliver, or cause to be delivered, to the Trustee for cancellation
all Registrable Securities or portions thereof so accepted for exchange by the
Company and the Guarantor; and

         (iii) issue, and cause the Trustee under the Indenture to promptly
authenticate and deliver to each Holder, Exchange Securities equal in principal
amount to the principal amount of the Notes as are surrendered by such Holder,
and the Guarantor will execute the Exchange Guarantees.

                  Interest on each Exchange Note issued pursuant to the Exchange
Offer will accrue from the last date on which interest was paid or duly provided
for on the Note surrendered in exchange therefor or, if no interest has been
paid on such Note, from the Issue Date. To the extent not prohibited by any law
or applicable interpretation of the staff of the SEC, the Company and the
Guarantor shall use reasonable best efforts to complete the Exchange Offer as
provided above, and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws in connection with
the Exchange Offer. The Exchange Offer shall not be subject to any conditions
other than the conditions referred to in Section 2(b)(i) and (ii) below and
those conditions that are customary in similar exchange offers. Each Holder of
Registrable Securities who wishes to exchange such Registrable Securities for
Exchange Securities in the Exchange Offer will be required to make certain
customary representations in connection therewith, including, in the case of any
Holder, representations that (i) it is not an Affiliate of the Company or the
Guarantor, (ii) it is not a broker-dealer tendering Registrable Securities
acquired directly from the Company, (iii) the Exchange Securities to be received
by it are being acquired in the ordinary course of its business and (iv) at the
time of the Exchange Offer, it has no arrangements or understandings with any
Person to participate in the distribution (within the meaning of the Securities
Act) of the Exchange Securities. The Company and the Guarantor shall inform the
Initial Purchasers, after consultation with the Trustee, of the names and
addresses of the Holders to whom the Exchange Offer is made, and the Initial
Purchasers shall have the right to contact such Holders in order to facilitate
the tender of Registrable Securities in the Exchange Offer.

                  Upon consummation of the Exchange Offer in accordance with
this Section 2(a), the provisions of this Agreement shall continue to apply,
MUTATIS MUTANDIS, solely with respect to


                                       6

<PAGE>

Exchange Securities held by Participating Broker-Dealers, and the Company and
the Guarantor shall have no further obligation to register the Registrable
Securities held by any Holder pursuant to Section 2(b) of this Agreement.

                  (b) SHELF REGISTRATION. If (i) because of any change in law
or in currently prevailing interpretations thereof by the staff of the SEC,
the Company or the Guarantor is not permitted to effect the Exchange Offer as
contemplated by Section 2(a) hereof, (ii) the Exchange Offer is not
consummated within 240 days after the Issue Date or (iii) upon the request of
any Initial Purchaser with respect to any Registrable Securities held by it,
if such Initial Purchaser is not permitted, in the reasonable opinion of
Brown & Wood LLP, pursuant to applicable law or applicable interpretations of
the staff of the SEC, to participate in the Exchange Offer and thereby
receive securities that are freely tradeable without restriction under the
Securities Act and applicable blue sky or state securities laws (other than
due solely to the status of such Initial Purchaser as an Affiliate of the
Company or the Guarantor or as a Participating Broker-Dealer)(any of the
events specified in (i), (ii) or (iii) being a "SHELF REGISTRATION EVENT",
and the date of occurrence thereof, the "SHELF REGISTRATION EVENT DATE"),
then in addition to or in lieu of conducting the Exchange Offer contemplated
by Section 2(a), as the case may be, the Company and the Guarantor shall
promptly notify the Holders in writing thereof and shall, at its cost, file
as promptly as practicable after such Shelf Registration Event Date and, in
any event, within 90 days after such Shelf Registration Event Date, a Shelf
Registration Statement providing for the sale by the Holders of all of the
Registrable Securities (other than Registrable Securities owned by Holders
who have elected not to include such Registrable Securities in such Shelf
Registration Statement or who have not complied with their obligations under
the penultimate paragraph of Section 3 hereof or under this paragraph, and
shall use its reasonable best efforts to cause such Shelf Registration
Statement to be declared effective by the SEC as soon as practicable. No
Holder of Registrable Securities shall be entitled to include any of its
Registrable Securities in any Shelf Registration pursuant to this Agreement
unless and until such Holder agrees in writing to be bound by all of the
provisions of this Agreement applicable to such Holder and furnishes to the
Company and the Guarantor in writing, within 15 days after receipt of a
request therefor, such information as the Company and the Guarantor may,
after conferring with counsel with regard to information relating to Holders
that would be required by the SEC to be included in such Shelf Registration
Statement or Prospectus included therein, reasonably request for inclusion in
any Shelf Registration Statement or Prospectus included therein. Each Holder
as to which any Shelf Registration is being effected agrees to furnish to the
Company and the Guarantor all information with respect to such Holder
necessary to make the information previously furnished to the Company and the
Guarantor by such Holder not materially misleading.

                  The Company and the Guarantor agree to use their reasonable
best efforts to keep the Shelf Registration Statement continuously effective and
the Prospectus usable for resales for the earlier of: (a) the Rule 144(k) Period
or (b) such time as all of the securities covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement or cease
to be Registrable Securities (the "EFFECTIVENESS PERIOD"). The Company and the
Guarantor shall not permit any securities other than (i) the Company's and the
Guarantor's issued and outstanding securities possessing incidental registration
rights and (ii) Registrable Securities, to be included in the Shelf
Registration. The Company and the Guarantor will, in the event a Shelf
Registration Statement is declared effective, provide to each Holder of
Registrable Securities


                                       7

<PAGE>

covered thereby a reasonable number of copies of the Prospectus which is a
part of the Shelf Registration Statement, notify each such Holder when the
Shelf Registration has become effective and take any other action required to
permit unrestricted resales of the Registrable Securities. The Company and
the Guarantor further agree, if necessary, to supplement or amend the Shelf
Registration Statement, if required by the rules, regulations or instructions
applicable to the registration form used by the Company and the Guarantor for
such Shelf Registration Statement or by the Securities Act or by any other
rules and regulations thereunder for shelf registrations, and the Company and
the Guarantor agree to furnish to the Holders of Registrable Securities
covered by such Shelf Registration Statement copies of any such supplement or
amendment promptly after its being used or filed with the SEC.

                  (c) EXPENSES. The Company and the Guarantor shall pay all
Registration Expenses in connection with any Registration Statement filed
pursuant to Section 2(a) and/or 2(b) hereof and will reimburse the Initial
Purchasers for the reasonable fees and disbursements of Brown & Wood LLP
incurred in connection with the Exchange Offer. Except as provided herein,
each Holder shall pay all expenses of its counsel, underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition
of such Holder's Registrable Securities pursuant to the Shelf Registration
Statement.

                  (d) EFFECTIVE REGISTRATION STATEMENT. An Exchange Offer
Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to
have become effective unless it has been declared effective by the SEC;
PROVIDED, HOWEVER, that if, after it has been declared effective, the
offering of Registrable Securities pursuant to such Exchange Offer
Registration Statement or Shelf Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or any
other governmental agency or court, such Exchange Offer Registration
Statement or Shelf Registration Statement will be deemed not to have been
effective during the period of such interference, until the offering of
Registrable Securities pursuant to such Registration Statement may legally
resume. The Company and the Guarantor will be deemed not to have used their
reasonable best efforts to cause the Exchange Offer Registration Statement or
the Shelf Registration Statement, as the case may be, to become, or to
remain, effective during the requisite period if they voluntarily take any
action that would result in any such Registration Statement not being
declared effective or that would result in the Holders of Registrable
Securities covered thereby not being able to exchange or offer and sell such
Registrable Securities during that period, unless such action is required by
applicable law.

                  (e) SPECIAL INTEREST PREMIUM. In the event that:

                      (i) the Exchange Offer Registration Statement is not
filed with the SEC on or prior to the 150th day after the Issue Date, then,
commencing on the 151st day after the Issue Date, a special interest premium
(the "Special Interest Premium") shall accrue on the principal amount of the
Notes at a rate of 0.25% per annum;

                      (ii) the Exchange Offer Registration Statement is not
declared effective by the SEC on or prior to the 210th day after the Issue
Date, then, commencing on the 211st day after the Issue Date, a Special
Interest Premium shall accrue on the principal amount of the Notes at a rate
of 0.25% per annum;


                                       8

<PAGE>


                      (iii) (A) the Company has not exchanged Exchange Notes
for all Notes validly tendered, or the Guarantor has not executed the
Exchange Guarantees in respect of the Exchange Notes, in accordance with the
terms of the Exchange Offer on or prior to the 240th day after the Issue Date
or (B) if the Shelf Registration Statement is required to be filed pursuant
to Section 2(b) but is not declared effective by the SEC on or prior to the
240th day after the Issue Date, then, commencing on the 241st day after the
Issue Date, a Special Interest Premium shall accrue on the principal amount
of the Notes at the rate of 0.25% per annum; or

                  (iv) the Shelf Registration Statement has been declared
effective and such Shelf Registration Statement ceases to be effective or the
Prospectus ceases to be usable for resales (A) at any time prior to the
expiration of the Effectiveness Period or (B) if related to corporate
developments, public filings or similar events or to correct a material
misstatement or omission in the Prospectus, for more than 60 days (whether or
not consecutive) in any twelve-month period, then a Special Interest Premium
shall accrue on the principal amount of the Notes at a rate of 0.25% per
annum commencing on the day (in the case of (A) above), or the 61st day after
(in the case of (B) above), such Shelf Registration Statement ceases to be
effective or the Prospectus ceases to be usable for resales;

PROVIDED, HOWEVER, that the aggregate amount of the Special Interest Premium in
respect of the Notes may not exceed 0.25% per annum; PROVIDED, FURTHER, HOWEVER,
that (1) upon the filing of the Exchange Offer Registration Statement (in the
case of clause (i) above), (2) upon the effectiveness of the Exchange Offer
Registration Statement (in the case of clause (ii) above), (3) upon the exchange
of Exchange Notes for all Notes validly tendered and execution of the Exchange
Guarantees (in the case of clause (iii)(A) above) or upon the effectiveness of
the Shelf Registration Statement (in the case of clause (iii) (B) above) or (4)
the earlier of (y) such time as the Shelf Registration Statement which had
ceased to remain effective or the Prospectus which had ceased to be usable for
resales again becomes effective and usable for resales and (z) the expiration of
the Effectiveness Period (in the case of clause (iv) above), the Special
Interest Premium on the principal amount of the Notes as a result of such clause
(or the relevant subclause thereof) shall cease to accrue;

PROVIDED, FURTHER, HOWEVER, that if the Exchange Offer Registration Statement is
not declared effective by the SEC on or prior to the 240th day after the Issue
Date and the Company and the Guarantor shall request Holders to provide the
information required by the SEC for inclusion in the Shelf Registration
Statement, the Notes owned by Holders who do not provide such information when
required pursuant to Section 2(b) will not be entitled to any Special Interest
Premium for any day after the 240th day after the Issue Date.

         Any Special Interest Premium due pursuant to Section 2(e)(i), (ii),
(iii) or (iv) above will be payable in cash on the next succeeding February
15 or August 15, as the case may be, to Holders on the relevant record dates
for the payment of interest pursuant to the Indenture.

                  (f) SPECIFIC ENFORCEMENT. Without limiting the remedies
available to the Holders, the Company and the Guarantor acknowledge that any
failure by the Company and the Guarantor to comply with its respective
obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Holders for which there is no adequate remedy at
law, that it would not be possible to measure damages for such injuries
precisely and that, in the event of


                                      9

<PAGE>

any such failure, any Holder may obtain such relief as may be required to
specifically enforce the Company's and the Guarantor's obligations under
Section 2(a) and Section 2(b) hereof.

                  3. REGISTRATION PROCEDURES. In connection with the
obligations of the Company and the Guarantor with respect to the Registration
Statements pursuant to Sections 2(a) and 2(b) hereof, the Company and the
Guarantor shall use their reasonable best efforts to:

                  (a) prepare and file with the SEC a Registration Statement or
                  Registration Statements as prescribed by Sections 2(a) and
                  2(b) hereof within the relevant time period specified in
                  Section 2 hereof on the appropriate form under the Securities
                  Act, which form shall (i) be selected by the Company and the
                  Guarantor, (ii) in the case of a Shelf Registration, be
                  available for the sale of the Registrable Securities by the
                  selling Holders thereof and, in the case of an Exchange Offer,
                  be available for the exchange of Registrable Securities, and
                  (iii) comply as to form in all material respects with the
                  requirements of the applicable form and include all financial
                  statements required by the SEC to be filed therewith; the
                  Company and the Guarantor shall use their reasonable best
                  efforts to cause such Registration Statement to become
                  effective and remain effective (and, in the case of a Shelf
                  Registration Statement, the Prospectus to be usable for
                  resales) in accordance with Section 2 hereof; PROVIDED,
                  HOWEVER, that if (1) such filing is pursuant to Section 2(b),
                  or (2) a Prospectus contained in an Exchange Offer
                  Registration Statement filed pursuant to Section 2(a) is
                  required to be delivered under the Securities Act by any
                  Participating Broker-Dealer who seeks to sell Exchange
                  Securities, before filing any Registration Statement or
                  Prospectus or any amendments or supplements thereto, the
                  Company shall furnish to and afford the Holders of the
                  Registrable Securities and each such Participating
                  Broker-Dealer, as the case may be, covered by such
                  Registration Statement, their counsel and the managing
                  underwriters, if any, a reasonable opportunity to review
                  copies of all such documents (including copies of any
                  documents to be incorporated by reference therein and all
                  exhibits thereto) proposed to be filed; and the Company and
                  the Guarantor shall not file any Registration Statement or
                  Prospectus or any amendments or supplements thereto in respect
                  of which the Holders must be afforded an opportunity to review
                  prior to the filing of such document if the Majority Holders
                  of the Registrable Securities, depending solely upon which
                  Holders must be afforded the opportunity of such review, or
                  such Participating Broker-Dealer, as the case may be, their
                  counsel or the managing underwriters, if any, shall reasonably
                  object in a timely manner;

                  (b) prepare and file with the SEC such amendments and
                  post-effective amendments to each Registration Statement as
                  may be necessary to keep such Registration Statement effective
                  for the Effectiveness Period or the Applicable Period, as the
                  case may be, and cause each Prospectus to be supplemented, if
                  so determined by the Company and the Guarantor or requested by
                  the SEC, by any required prospectus supplement and as so
                  supplemented to be filed pursuant to Rule 424 (or any similar
                  provision then in force) under the Securities Act, and comply
                  with the provisions of the Securities Act, the Exchange Act
                  and the rules and regulations promulgated thereunder
                  applicable to it with respect to the


                                      10

<PAGE>


                  disposition of all securities covered by each Registration
                  Statement during the Effectiveness Period or the Applicable
                  Period, as the case may be, in accordance with the intended
                  method or methods of distribution by the selling Holders
                  thereof described in this Agreement (including sales by any
                  Participating Broker-Dealer);

                  (c) in the case of a Shelf Registration, (i) notify each
                  Holder of Registrable Securities included in the Shelf
                  Registration Statement, at least three Business Days prior to
                  filing, that a Shelf Registration Statement with respect to
                  the Registrable Securities is being filed and advising such
                  Holder that the distribution of Registrable Securities will be
                  made in accordance with the method selected by the Majority
                  Holders of the Registrable Securities, (ii) furnish to each
                  Holder of Registrable Securities included in the Shelf
                  Registration Statement and to each underwriter of an
                  underwritten offering of Registrable Securities, if any,
                  without charge, as many copies of each Prospectus, including
                  each preliminary prospectus, and any amendment or supplement
                  thereto, and such other documents as such Holder or
                  underwriter may reasonably request, in order to facilitate the
                  public sale or other disposition of the Registrable Securities
                  and (iii) consent to the use of the Prospectus or any
                  amendment or supplement thereto by each of the selling Holders
                  of Registrable Securities included in the Shelf Registration
                  Statement in connection with the offering and sale of the
                  Registrable Securities covered by the Prospectus or any
                  amendment or supplement thereto;

                  (d) in the case of a Shelf Registration, register or qualify
                  the Registrable Securities under all applicable state
                  securities or "blue sky" laws of such jurisdictions by the
                  time the applicable Registration Statement is declared
                  effective by the SEC as any Holder of Registrable Securities
                  covered by a Registration Statement and each underwriter of an
                  underwritten offering of Registrable Securities shall
                  reasonably request in writing in advance of such date of
                  effectiveness, and do any and all other acts and things which
                  may be reasonably necessary or advisable to enable such Holder
                  and underwriter to consummate the disposition in each such
                  jurisdiction of such Registrable Securities owned by such
                  Holder; PROVIDED, HOWEVER, that the Company and the Guarantor
                  shall not be required to (i) qualify as a foreign corporation
                  or as a dealer in securities in any jurisdiction where it
                  would not otherwise be required to qualify but for this
                  Section 3(d), (ii) file any general consent to service of
                  process in any jurisdiction where it would not otherwise be
                  subject to such service of process or (iii) subject itself to
                  taxation in any such jurisdiction if it is not then so
                  subject;

                  (e) (1) in the case of a Shelf Registration or (2) if
                  Participating Broker-Dealers from whom the Company and the
                  Guarantor have received prior written notice that they will be
                  utilizing the Prospectus contained in the Exchange Offer
                  Registration Statement as provided in Section 3(s) hereof, are
                  seeking to sell Exchange Securities and are required to
                  deliver Prospectuses, promptly notify each Holder of
                  Registrable Securities, or such Participating Broker-Dealers,
                  as the case may be, their counsel and the managing
                  underwriters, if any, and promptly confirm such notice in
                  writing (i) when a Registration Statement has become


                                       11

<PAGE>

                   effective and when any post-effective amendments thereto
                   become effective, (ii) of any request by the SEC or any
                   state securities authority for amendments and supplements
                   to a Registration Statement or Prospectus or for
                   additional information after the Registration Statement
                   has become effective, (iii) of the issuance by the SEC or
                   any state securities authority of any stop order
                   suspending the effectiveness of a Registration Statement
                   or the qualification of the Registrable Securities or the
                   Exchange Securities to be offered or sold by any
                   Participating Broker-Dealer in any jurisdiction described
                   in Section 3(d) hereof or the initiation of any
                   proceedings for that purpose, (iv) in the case of a Shelf
                   Registration, if, between the effective date of a
                   Registration Statement and the closing of any sale of
                   Registrable Securities covered thereby, the
                   representations and warranties of the Company contained in
                   any purchase agreement, securities sales agreement or
                   other similar agreement cease to be true and correct in
                   all material respects, (v) of the happening of any event
                   or the failure of any event to occur or the discovery of
                   any facts, during the Effectiveness Period, which makes
                   any statement made in such Registration Statement or the
                   related Prospectus untrue in any material respect or which
                   causes such Registration Statement or Prospectus to omit
                   to state a material fact necessary in order to make the
                   statements therein, in the light of the circumstances
                   under which they were made, not misleading, as well as any
                   other corporate developments, public filings with the SEC
                   or similar events causing such Registration Statement not
                   to be effective or the Prospectus not to be useable for
                   resales and (vi) of the reasonable determination of the
                   Company and the Guarantor that a post-effective amendment
                   to the Registration Statement would be appropriate;

                  (f) obtain the withdrawal of any order suspending the
                  effectiveness of a Registration Statement at the earliest
                  possible moment;

                  (g) in the case of a Shelf Registration, furnish to each
                  Holder of Registrable Securities included within the coverage
                  of such Shelf Registration Statement, without charge, at least
                  one conformed copy of each Registration Statement relating to
                  such Shelf Registration and any post-effective amendment
                  thereto (without documents incorporated therein by reference
                  or exhibits thereto, unless requested);

                  (h) in the case of a Shelf Registration, cooperate with the
                  selling Holders of Registrable Securities to facilitate the
                  timely preparation and delivery of certificates representing
                  Registrable Securities to be sold and not bearing any
                  restrictive legends (except any customary legend borne by
                  securities held through The Depository Trust Company or any
                  similar depository) and in such denominations (consistent with
                  the provisions of the Indenture and the officers' certificate
                  establishing the forms and the terms of the Notes pursuant to
                  the Indenture) and registered in such names as the selling
                  Holders or the underwriters may reasonably request at least
                  two Business Days prior to the closing of any sale of
                  Registrable Securities pursuant to such Shelf Registration
                  Statement;


                                       12

<PAGE>

                  (i) in the case of a Shelf Registration or an Exchange Offer
                  Registration, promptly after the occurrence of any event
                  specified in Section 3(e)(ii), 3(e)(iii), 3(e)(v) (subject to
                  a 60-day grace period within any twelve-month period) or
                  3(e)(vi) hereof, prepare a supplement or post-effective
                  amendment to such Registration Statement or the related
                  Prospectus or any document incorporated therein by reference
                  or file any other required document so that, as thereafter
                  delivered to the purchasers of the Registrable Securities,
                  such Prospectus will not include any untrue statement of a
                  material fact or omit to state a material fact necessary to
                  make the statements therein, in the light of the circumstances
                  under which they were made, not misleading; and the Company
                  shall notify each Holder to suspend use of the Prospectus as
                  promptly as practicable after the occurrence of such an event,
                  and each Holder hereby agrees to suspend use of the Prospectus
                  until the Company and the Guarantor have amended or
                  supplemented the Prospectus to correct such misstatement or
                  omission;

                  (j) obtain a CUSIP number for the Exchange Securities or the
                  Registrable Securities, as the case may be, not later than the
                  effective date of a Registration Statement, and provide the
                  Trustee with certificates for the Exchange Securities or the
                  Registrable Securities, as the case may be, in a form eligible
                  for deposit with the Depositary;

                  (k) cause the Indenture to be qualified under the Trust
                  Indenture Act of 1939, as amended (the "TIA"), in connection
                  with the registration of the Exchange Securities or
                  Registrable Securities, as the case may be, and effect such
                  changes to such documents as may be required for them to be so
                  qualified in accordance with the terms of the TIA and execute,
                  and cause the Trustee to execute, all documents as may be
                  required to effect such changes, and all other forms and
                  documents required to be filed with the SEC to enable such
                  documents to be so qualified in a timely manner;

                  (l) in the case of a Shelf Registration, enter into such
                  agreements (including underwriting agreements) as are
                  customary in underwritten offerings and take all such other
                  appropriate actions in connection therewith as are reasonably
                  requested by the Holders of at least 25% in aggregate
                  principal amount of the Registrable Securities in order to
                  expedite or facilitate the registration or the disposition of
                  the Registrable Securities;

                  (m) in the case of a Shelf Registration, whether or not an
                  underwriting agreement is entered into and whether or not the
                  registration is an underwritten registration, if requested by
                  (x) an Initial Purchaser, in the case where such Initial
                  Purchaser holds Notes acquired by it as part of its initial
                  placement and Holders of at least 25% in aggregate principal
                  amount of the Registrable Securities covered thereby: (i) make
                  such representations and warranties to Holders of such
                  Registrable Securities and the underwriters (if any), with
                  respect to the business of the Company, the Guarantor, the
                  subsidiaries of the Guarantor, and if applicable, Quest
                  Communications International Inc. as then conducted and the
                  Registration Statement, Prospectus and documents, if any,
                  incorporated or deemed to be


                                       13

<PAGE>

                   incorporated by reference therein, in each case, as are
                   customarily made by issuers to underwriters in
                   underwritten offerings, and confirm the same if and when
                   requested; (ii) obtain opinions of counsel to the Company
                   and the Guarantor and updates thereof (which may be in the
                   form of a reliance letter) in form and substance
                   reasonably satisfactory to the managing underwriters (if
                   any) and the Holders of a majority in amount of the
                   Registrable Securities being sold, addressed to each
                   selling Holder and the underwriters (if any) covering the
                   matters customarily covered in opinions requested in
                   underwritten offerings and such other matters as may be
                   reasonably requested by such underwriters (it being agreed
                   that the matters to be covered by such opinion may be
                   subject to customary qualifications and exceptions); (iii)
                   obtain "cold comfort" letters and updates thereof in form
                   and substance reasonably satisfactory to the managing
                   underwriters from the independent certified public
                   accountants of the Company, the Guarantor, and the
                   subsidiaries of the Guarantor (and, if necessary, any
                   other independent certified public accountants of any
                   business acquired or to be acquired by the Guarantor for
                   which financial statements and financial data are, or are
                   required to be, included in the Registration Statement),
                   addressed to each of the underwriters, such letters to be
                   in customary form and covering matters of the type
                   customarily covered in "cold comfort" letters in
                   connection with underwritten offerings and such other
                   matters as reasonably requested by such underwriters in
                   accordance with Statement on Auditing Standards No. 72;
                   and (iv) if an underwriting agreement is entered into, the
                   same shall contain indemnification provisions and
                   procedures no less favorable than those set forth in
                   Section 4 hereof (or such other provisions and procedures
                   acceptable to Holders of a majority in aggregate principal
                   amount of Registrable Securities covered by such
                   Registration Statement and the managing underwriters)
                   customary for such agreements with respect to all parties
                   to be indemnified pursuant to said Section (including,
                   without limitation, such underwriters and selling
                   Holders); and in the case of an underwritten registration,
                   the above requirements shall be satisfied at each closing
                   under the related underwriting agreement or as and to the
                   extent required thereunder;

                  (n) if (1) a Shelf Registration is filed pursuant to Section
                  2(b) or (2) a Prospectus contained in an Exchange Offer
                  Registration Statement filed pursuant to Section 2(a) is
                  required to be delivered under the Securities Act by any
                  Participating Broker-Dealer who seeks to sell Exchange
                  Securities during the Applicable Period, make reasonably
                  available for inspection by any selling Holder of Registrable
                  Securities or Participating Broker-Dealer, as applicable, who
                  certifies to the Company and the Guarantor that it has a
                  current intention to sell Registrable Securities pursuant to
                  the Shelf Registration, any underwriter participating in any
                  such disposition of Registrable Securities, if any, and any
                  attorney, accountant or other agent retained by any such
                  selling Holder, Participating Broker-Dealer, as the case may
                  be, or underwriter (collectively, the "INSPECTORS"), at the
                  offices where normally kept, during the Company's and the
                  Guarantor's normal business hours, all financial and other
                  records, pertinent organizational and operational documents
                  and properties of the Company, the Guarantor and the
                  Guarantor's subsidiaries (collectively, the "RECORDS") as
                  shall


                                      14

<PAGE>

                  be reasonably necessary to enable them to conduct due
                  diligence activities, and cause the officers, trustees and
                  employees of the Company, the Guarantor and the Guarantor's
                  subsidiaries to supply all relevant information in each case
                  reasonably requested by any such Inspector in connection with
                  such Registration Statement; records and information which the
                  Company and the Guarantor determine, in good faith, to be
                  confidential and any Records and information which it notifies
                  the Inspectors are confidential shall not be disclosed to any
                  Inspector except where (i) the disclosure of such Records or
                  information is necessary to avoid or correct a material
                  misstatement or omission in such Registration Statement, (ii)
                  the release of such Records or information is ordered pursuant
                  to a subpoena or other order from a court of competent
                  jurisdiction or is necessary in connection with any action,
                  suit or proceeding or (iii) such Records or information
                  previously has been made generally available to the public;
                  each selling Holder of such Registrable Securities and each
                  such Participating Broker-Dealer will be required to agree in
                  writing that Records and information obtained by it as a
                  result of such inspections shall be deemed confidential and
                  shall not be used by it as the basis for any market
                  transactions in the securities of the Company and the
                  Guarantor unless and until such is made generally available to
                  the public through no fault of an Inspector or a selling
                  Holder; and each selling Holder of such Registrable Securities
                  and each such Participating Broker-Dealer will be required to
                  further agree in writing that it will, upon learning that
                  disclosure of such Records or information is sought in a court
                  of competent jurisdiction, or in connection with any action,
                  suit or proceeding, give notice to the Company and the
                  Guarantor and allow the Company and the Guarantor at their
                  expense to undertake appropriate action to prevent disclosure
                  of the Records and information deemed confidential;

                  (o) comply with all applicable rules and regulations of the
                  SEC so long as any provision of this Agreement shall be
                  applicable and make generally available to its securityholders
                  earning statements satisfying the provisions of Section 11(a)
                  of the Securities Act and Rule 158 thereunder (or any similar
                  rule promulgated under the Securities Act) no later than 50
                  days after the end of any 12-month period (or 105 days after
                  the end of any 12-month period if such period is a fiscal
                  year) (i) commencing at the end of any fiscal quarter in which
                  Registrable Securities are sold to underwriters in a firm
                  commitment or best efforts underwritten offering and (ii) if
                  not sold to underwriters in such an offering, commencing on
                  the first day of the first fiscal quarter of the Company and
                  the Guarantor after the effective date of a Registration
                  Statement, which statements shall cover said 12-month periods,
                  provided that the obligations under this paragraph (o) shall
                  be satisfied by the timely filing of quarterly and annual
                  reports on Forms 10-Q and 10-K under the Exchange Act;

                  (p) if an Exchange Offer is to be consummated, upon delivery
                  of the Registrable Securities by Holders to the Company and
                  the Guarantor (or to such other Person as directed by the
                  Company and the Guarantor), in exchange for the Exchange
                  Securities, the Company shall mark, or cause to be marked, on
                  such Notes delivered by such Holders that such Notes are being
                  cancelled in exchange for the


                                       15

<PAGE>

                  Exchange Securities; it being understood that in no event
                  shall such Notes be marked as paid or otherwise satisfied;

                  (q) cooperate with each seller of Registrable Securities
                  covered by any Registration Statement and each underwriter, if
                  any, participating in the disposition of such Registrable
                  Securities and their respective counsel in connection with any
                  filings required to be made with the NASD;

                  (r) take all other steps necessary to effect the registration
                  of the Registrable Securities covered by a Registration
                  Statement contemplated hereby;

                  (s) (A) in the case of the Exchange Offer Registration
                  Statement (i) include in the Exchange Offer Registration
                  Statement a section entitled "Plan of Distribution," which
                  section shall be reasonably acceptable to the Initial
                  Purchasers or another representative of the Participating
                  Broker-Dealers, and which shall contain a summary statement of
                  the positions taken or policies made by the staff of the SEC
                  with respect to the potential "underwriter" status of any
                  broker-dealer that holds Registrable Securities acquired for
                  its own account as a result of market-making activities or
                  other trading activities (a "PARTICIPATING BROKER-DEALER") and
                  that will be the beneficial owner (as defined in Rule 13d-3
                  under the Exchange Act) of Exchange Securities to be received
                  by such broker-dealer in the Exchange Offer, whether such
                  positions or policies have been publicly disseminated by the
                  staff of the SEC or such positions or policies, in the
                  reasonable judgment of the Initial Purchasers or such other
                  representative, represent the prevailing views of the staff of
                  the SEC, including a statement that any such broker-dealer who
                  receives Exchange Securities for Registrable Securities
                  pursuant to the Exchange Offer may be deemed a statutory
                  underwriter and must deliver a prospectus meeting the
                  requirements of the Securities Act in connection with any
                  resale of such Exchange Securities, (ii) furnish to each
                  Participating Broker-Dealer who has delivered to the Company
                  and the Guarantor the notice referred to in Section 3(e),
                  without charge, as many copies of each Prospectus included in
                  the Exchange Offer Registration Statement, including any
                  preliminary Prospectus, and any amendment or supplement
                  thereto, as such Participating Broker-Dealer may reasonably
                  request (the Company and the Guarantor hereby consent to the
                  use of the Prospectus forming part of the Exchange Offer
                  Registration Statement or any amendment or supplement thereto
                  by any Person subject to the prospectus delivery requirements
                  of the Securities Act, including all Participating
                  Broker-Dealers, in connection with the sale or transfer of the
                  Exchange Securities covered by the Prospectus or any amendment
                  or supplement thereto), (iii) use its reasonable best efforts
                  to keep the Exchange Offer Registration Statement effective
                  and to amend and supplement the Prospectus contained therein
                  in order to permit such Prospectus to be lawfully delivered by
                  all Persons subject to the prospectus delivery requirements of
                  the Securities Act for such period of time as such Persons
                  must comply with such requirements under the Securities Act
                  and applicable rules and regulations in order to resell the
                  Exchange Securities; PROVIDED, HOWEVER, that such period shall
                  not be required to exceed 240 days (or such longer period if
                  extended pursuant to


                                      16

<PAGE>

                  the last sentence of Section 3 hereof) (the "APPLICABLE
                  PERIOD"), and (iv) include in the transmittal letter or
                  similar documentation to be executed by an exchange offeree
                  in order to participate in the Exchange Offer (x) the
                  following provision:

                  "If the exchange offeree is a broker-dealer holding
                  Registrable Securities acquired for its own account as a
                  result of market-making activities or other trading
                  activities, it will deliver a prospectus meeting the
                  requirements of the Securities Act in connection with any
                  resale of Exchange Securities received in respect of such
                  Registrable Securities pursuant to the Exchange Offer";

                  and (y) a statement to the effect that by a broker-dealer
                  making the acknowledgment described in clause (x) and by
                  delivering a Prospectus in connection with the exchange of
                  Registrable Securities, the broker-dealer will not be deemed
                  to admit that it is an underwriter within the meaning of the
                  Securities Act; and

                  (B) in the case of any Exchange Offer Registration Statement,
                  the Company and the Guarantor agree to deliver to the Initial
                  Purchasers or to another representative of the Participating
                  Broker-Dealers, if reasonably requested by an Initial
                  Purchaser or such other representative of Participating
                  Broker-Dealers, on behalf of the Participating Broker-Dealers
                  upon consummation of the Exchange Offer (i) an opinion of
                  counsel in form and substance reasonably satisfactory to such
                  Initial Purchaser or such other representative of the
                  Participating Broker-Dealers, covering the matters customarily
                  covered in opinions requested in connection with Exchange
                  Offer Registration Statements and such other matters as may be
                  reasonably requested (it being agreed that the matters to be
                  covered by such opinion may be subject to customary
                  qualifications and exceptions), (ii) an officers' certificate
                  substantially similar to that specified in Section 6(d) and
                  (e) of the Purchase Agreement and such additional
                  certifications as are customarily delivered in a public
                  offering of debt securities and (iii) upon the effectiveness
                  of the Exchange Offer Registration Statement, comfort letters,
                  in each case, in customary form if permitted by Statement on
                  Auditing Standards No. 72.

                  The Company and the Guarantor may require each seller of
Registrable Securities as to which any registration is being effected to furnish
to the Company and the Guarantor such information regarding such seller as may
be required by the staff of the SEC to be included in a Registration Statement.
The Company and the Guarantor may exclude from such registration the Registrable
Securities of any seller who unreasonably fails to furnish such information
within a reasonable time after receiving such request. The Company and the
Guarantor shall have no obligation to register under the Securities Act the
Registrable Securities of a seller who so fails to furnish such information.

                  In the case of a Shelf Registration Statement, or if
Participating Broker-Dealers who have notified the Company and the Guarantor
that they will be utilizing the Prospectus contained in the Exchange Offer
Registration Statement as provided in this Section 3(s) are


                                       17

<PAGE>

seeking to sell Exchange Securities and are required to deliver Prospectuses,
each Holder agrees that, upon receipt of any notice from the Company and the
Guarantor of the occurrence of any event specified in Section 3(e)(ii),
3(e)(iii), 3(e)(v) or 3(e)(vi) hereof, such Holder will forthwith discontinue
disposition of Registrable Securities pursuant to a Registration Statement
until such Holder's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3(i) hereof or until it is advised in
writing (the "ADVICE") by the Company and the Guarantor that the use of the
applicable Prospectus may be resumed, and, if so directed by the Company and
the Guarantor, such Holder will deliver to the Company and the Guarantor (at
the Company's and the Guarantor's expense) all copies in such Holder's
possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities or
Exchange Securities, as the case may be, current at the time of receipt of
such notice. If the Company and the Guarantor shall give any such notice to
suspend the disposition of Registrable Securities or Exchangeable Securities,
as the case may be, pursuant to a Registration Statement, the Company and the
Guarantor shall use its reasonable best efforts to file and have declared
effective (if an amendment) as soon as practicable after the resolution of
the related matters an amendment or supplement to the Registration Statement
and shall extend the period during which such Registration Statement is
required to be maintained effective and the Prospectus usable for resales
pursuant to this Agreement by the number of days in the period from and
including the date of the giving of such notice to and including the date
when the Company and the Guarantor shall have made available to the Holders
(x) copies of the supplemented or amended Prospectus necessary to resume such
dispositions or (y) the Advice.

                  4. INDEMNIFICATION AND CONTRIBUTION. (a) In connection with
any Registration Statement, the Company and the Guarantor shall jointly and
severally indemnify and hold harmless the Initial Purchasers, each Holder, each
underwriter who participates in an offering of the Registrable Securities, each
Participating Broker-Dealer, each Person, if any, who controls any of such
parties within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act and each of their respective directors, officers, employees and
agents, as follows:

                  (i) against any and all loss, liability, claim, damage and
                  expense whatsoever, as incurred, arising out of any untrue
                  statement or alleged untrue statement of a material fact
                  contained in any Registration Statement (or any amendment or
                  supplement thereto), covering Registrable Securities or
                  Exchange Securities, as applicable, or the omission or alleged
                  omission therefrom of a material fact required to be stated or
                  necessary in order to make this statement therein not
                  misleading or arising out of any untrue statement or alleged
                  untrue statement of a material fact contained in any
                  Prospectus, or the omission or alleged omission therefrom of a
                  material fact necessary in order to make the statements
                  therein, in the light of the circumstances under which they
                  were made, not misleading;

                  (ii) against any and all loss, liability, claim, damage and
                  expense whatsoever, as incurred, to the extent of the
                  aggregate amount paid in settlement of any litigation, or any
                  investigation or proceeding by any governmental agency or
                  body, commenced or threatened, or of any claim whatsoever
                  based upon any such untrue statement or omission, or any such
                  alleged untrue statement or omission; provided that any such
                  settlement is effected with the prior written consent of the
                  Company and the Guarantor; and


                                       18

<PAGE>

                  (iii) against any and all expenses whatsoever, as incurred
                  (including the reasonable fees and disbursements of counsel
                  chosen by such Holder, such Participating Broker-Dealer, or
                  any underwriter (except to the extent otherwise expressly
                  provided in Section 4(c) hereof)), reasonably incurred in
                  investigating, preparing or defending against any litigation,
                  or any investigation or proceeding by any governmental agency
                  or body, commenced or threatened, or any claim whatsoever
                  based upon any such untrue statement or omission, or any such
                  alleged untrue statement or omission, to the extent that any
                  such expense is not paid under subparagraph (i) or (ii) of
                  this Section 4(a);

PROVIDED, HOWEVER, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished in writing to the Company and the
Guarantor by the Initial Purchasers or such Holder, underwriter or Participating
Broker-Dealer for use in a Registration Statement (or any amendment thereto) or
any Prospectus (or any amendment or supplement thereto).

                  (b) Each of the Initial Purchasers and each Holder,
underwriter or Participating Broken-Dealer agrees, severally and not jointly, to
indemnify and hold harmless the Company and the Guarantor and each Person, if
any, who controls the Company or the Guarantor within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act against any and all
loss, liability, claim, damage and expense whatsoever described in the indemnity
contained in Section 4(a) hereof, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in a
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company and the Guarantor by such Initial
Purchaser, Holder, underwriter or Participating Broker-Dealer expressly for use
in such Registration Statement (or any amendment thereto), or any such
Prospectus (or any amendment or supplement thereto); PROVIDED, HOWEVER, that in
the case of a Shelf Registration Statement, no such Holder shall be liable for
any claims hereunder in excess of the amount of net proceeds received by such
Holder from the sale of Registrable Securities pursuant to such Shelf
Registration Statement.

                  (c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability which it may have under this Section 4 to the extent that it is
not materially prejudiced by such failure as a result thereof, and in any event
shall not relieve it from liability which it may have otherwise on account of
this Agreement. In the case of parties indemnified pursuant to Section 4(a) or
(b) above, counsel to the indemnified parties shall be selected by such parties.
An indemnifying party may participate at its own expense in the defense of such
action; provided, however, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties be liable for the
fees and expenses of more than one counsel (in addition to local counsel),
separate from their own counsel, for all indemnified parties in connection with
any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances. No
indemnifying party


                                      19

<PAGE>

shall, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 4 (whether
or not the indemnified parties are actual or potential parties thereto),
unless such settlement, compromise or consent (i) includes an unconditional
written release of each indemnified party from all liability arising out of
such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act
by or on behalf of any indemnified party.

                  (d) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 4 is for any reason held to be unenforceable by an indemnified party
although applicable in accordance with its terms, the Company, the Guarantor and
the Holders shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by such indemnity agreement
incurred by the Company, the Guarantor and the Holders, as incurred; PROVIDED,
HOWEVER, that no Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person that was not guilty of such fraudulent
misrepresentation. As between the Company and the Guarantor and the Holders,
such parties shall contribute to such aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by this Agreement in such
proportion as shall be appropriate to reflect the relative fault of the Company
and the Guarantor, on the one hand, and the Holders, on the other hand, with
respect to the statements or omissions which resulted in such loss, liability,
claim, damage or expense, or action in respect thereof, as well as any other
relevant equitable considerations. The relative fault of the Company and the
Guarantor, on the one hand, and of the Holders, on the other hand, shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company and the
Guarantor, on the one hand, or by or on behalf of the Holders, on the other, and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company, the Guarantor and
the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 4 were to be determined by pro rata allocation or by
any other method of allocation that does not take into account the relevant
equitable considerations. For purposes of this Section 4, each Affiliate of a
Holder, and each director, officer and employee and Person, if any, who controls
a Holder or such Affiliate within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution
as such Holder and each Person, if any, who controls the Company and the
Guarantor within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act shall have the same rights to contribution as the Company
and the Guarantor.

                  5. PARTICIPATION IN AN UNDERWRITTEN REGISTRATION. No Holder
may participate in an underwritten registration hereunder unless such Holder (a)
agrees to sell such Holder's Registrable Securities on the basis provided in the
underwriting arrangement approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents reasonably required under the terms of such underwriting
arrangements.


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<PAGE>

                  6. SELECTION OF UNDERWRITERS. The Holders of Registrable
Securities covered by the Shelf Registration Statement who desire to do so may
sell the Securities covered by such Shelf Registration in an underwritten
offering, subject to the provisions of Section 3(l) hereof. In any such
underwritten offering, the underwriter or underwriters and manager or managers
that will administer the offering will be selected by the Holders of a majority
in aggregate principal amount of the Registrable Securities included in such
offering; PROVIDED, HOWEVER, that such underwriters and managers must be
reasonably satisfactory to the Company and the Guarantor.

                  7. MISCELLANEOUS.

                  (a) RULE 144 AND RULE 144A. For so long as the Company and the
Guarantor are subject to the reporting requirements of Section 13 or 15 of the
Exchange Act and any Registrable Securities remain outstanding, the Company and
the Guarantor will file the reports required to be filed by it under the
Securities Act and Section 13(a) or 15(d) of the Exchange Act and the rules and
regulations adopted by the SEC thereunder; PROVIDED, HOWEVER, that if the
Company and the Guarantor ceases to be so required to file such reports, it
will, upon the request of any Holder of Registrable Securities, (a) make
publicly available such information as is necessary to permit sales of its
securities pursuant to Rule 144 under the Securities Act, (b) deliver such
information to a prospective purchaser as is necessary to permit sales of its
securities pursuant to Rule 144A under the Securities Act, and (c) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such Holder to sell its Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (i) Rule 144 under the Securities Act, as such
rule may be amended from time to time, (ii) Rule 144A under the Securities Act,
as such rule may be amended from time to time, or (iii) any similar rules or
regulations hereafter adopted by the SEC. Upon the request of any Holder of
Registrable Securities, the Company and the Guarantor will deliver to such
Holder a written statement as to whether it has complied with such requirements.

                  (b) NO INCONSISTENT AGREEMENTS. The Company and the Guarantor
have not entered into, nor will the Company or the Guarantor on or after the
date of this Agreement enter into, any agreement which is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's and the Guarantor's other
issued and outstanding securities under any such agreements.

                  (c) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company and the Guarantor has obtained the written
consent of Holders of a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or departure; PROVIDED that no amendment, modification or
supplement or waiver or consent to the departure with respect to the provisions
of Section 4 hereof shall be effective as against any Holder of Registrable
Securities unless consented to in writing by such Holder of Registrable
Securities. Notwithstanding the foregoing sentence, (i) this Agreement may be
amended, without the consent of any Holder of Registrable Securities, by written
agreement signed by the Company, the Guarantor and the Initial Purchasers, to
cure any


                                      21

<PAGE>


ambiguity, correct or supplement any provision of this Agreement that may be
inconsistent with any other provision of this Agreement or to make any other
provisions with respect to matters or questions arising under this Agreement
which shall not be inconsistent with other provisions of this Agreement, (ii)
this Agreement may be amended, modified or supplemented, and waivers and
consents to departures from the provisions hereof may be given, by written
agreement signed by the Company, the Guarantor and the Initial Purchasers to
the extent that any such amendment, modification, supplement, waiver or
consent is, in their reasonable judgment, necessary or appropriate to comply
with applicable law (including any interpretation of the Staff of the SEC) or
any change therein and (iii) to the extent any provision of this Agreement
relates to an Initial Purchaser, such provision may be amended, modified or
supplemented, and waivers or consents to departures from such provisions may
be given, by written agreement signed by such Initial Purchaser, the
Guarantor and the Company.

                  (d) NOTICES. All notices and other communications provided for
or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company and the Guarantor by means of a notice given in accordance with the
provisions of this Section 7(d), which address initially is, with respect to
each Initial Purchaser, the address set forth in the Purchase Agreement; and
(ii) if to the Company or the Guarantor, initially at the Company's and
Guarantor's address set forth in the Purchase Agreement and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 7(d).

                  All such notices and communications shall be deemed to have
been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.

                  Copies of all such notices, demands, or other communications
shall be concurrently delivered by the Person giving the same to the Trustee, at
the address specified in the Indenture.

                  (e) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of the
Initial Purchasers, including, without limitation and without the need for an
express assignment, subsequent Holders; PROVIDED, HOWEVER, that nothing herein
shall be deemed to permit any assignment, transfer or other disposition of
Registrable Securities in violation of the terms of the Purchase Agreement or
the Indenture. If any transferee of any Holder shall acquire Registrable
Securities in any manner, whether by operation of law or otherwise, such
Registrable Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Registrable Securities, such Person
shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement and such Person shall be entitled to
receive the benefits hereof.

                  (f) THIRD PARTY BENEFICIARIES. Each Holder and any
Participating Broker-Dealer shall be third party beneficiaries of the agreements
made hereunder among the Initial Purchasers,


                                       22

<PAGE>

the Guarantor and the Company, and the Initial Purchasers shall have the
right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of
Holders hereunder.

                  (g) COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (h) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (i) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN
MADE IN THE STATE OF NEW YORK. THE VALIDITY AND INTERPRETATION OF THIS
AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS.

                  (j) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                  (k) SECURITIES HELD BY THE COMPANY OR ITS AFFILIATES. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company,
the Guarantor or their Affiliates shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage.


                                       23

<PAGE>



                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                         QWEST COMMUNICATIONS INTERNATIONAL INC.

                         By: /s/ YASH RANA
                             --------------------------
                             Name: Yash Rana
                             Title: Associate General Counsel

                         QWEST CAPITAL FUNDING, INC.

                         By: /s/ YASH RANA
                             --------------------------
                             Name: Yash Rana
                             Title: Associate General Cousel

Confirmed and accepted as of
the date first above written:
BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.

By: BANC OF AMERICA SECURITIES LLC


By: /s/ LILY CHANG
    -----------------------------------
         Authorized Signatory

By: CHASE SECURITIES INC.


By: /s/ MELANIE SHUGART
    -----------------------------------
         Authorized Signatory

For themselves and as Representatives of the several Initial Purchasers


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