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Exhibit 4.5    
    






 

REGISTRATION RIGHTS AGREEMENT  


 Dated March 12, 2003  


 among  


 QWEST SERVICES CORPORATION  


 and  


 THE GUARANTORS NAMED HEREIN,

as Issuers,  


 and  


 BANK ONE TRUST COMPANY, N.A.,

as Trustee  


 



  







   REGISTRATION RIGHTS AGREEMENT  


        This Registration Rights "Agreement (this "Agreement") is dated as of March 12, 2003, among QWEST SERVICES
CORPORATION, a Colorado corporation (the "Company"), QWEST COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation
("QCII"), and QWEST CAPITAL FUNDING INC., a Colorado corporation ("QCF", and, together with QCII,
the "Guarantors"), and Bank One Trust Company, N.A. (the "Trustee"). The Company and the Guarantors are
hereinafter collectively referred to as the "Issuers". 


        This
Agreement is made as contemplated by the Exchange Agreement dated March 7, 2003 between QSC and the Holders party thereto (the "Exchange
Agreement") pursuant to which, among other things, QSC has agreed to exchange (the "Private Exchange") newly issued 13.50%
Senior Subordinated Notes due 2010 (collectively with the guarantees endorsed thereon, the "Securities") for various series of outstanding senior notes
and debentures of QCF as provided in the Exchange Agreement. In order to induce the Holders (as defined below) to participate in the Private Exchange, the Issuers have agreed to provide the
registration rights set forth in this Agreement for the benefit of the Holders. The execution of this Agreement is a condition to the closing of the Private Exchange. 


        In
consideration of the foregoing, the parties hereto agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Securities: 



1.     Definitions.  


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


        "1933 Act" shall mean the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time. 


        "1934 Act" shall mean the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect from time to time. 



        "Additional Interest" shall have the meaning set forth in Section 2(d) hereof. 


        "Affiliate" shall mean with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common
control with, such Person; for purposes of this definition, "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities or otherwise. 


        "Application" shall have the meaning set forth in Section 5(a) hereof. 


        "Broker-Dealer Representatives" means each of Banc of America Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and UBS Warburg LLC; provided, that if none of such entities are participating in the Exchange Offer, the "Broker-Dealer Representative" shall be the Participating Broker-Dealer holding the greatest
amount of Securities in the aggregate. 


        "Closing Date" shall mean the consummation of the Private Exchange pursuant to the Offering Memorandum. 


        "Company" shall have the meaning set forth in the preamble and shall also include the Company's successors and assigns. 


        "Effectiveness Target Date" shall have the meaning set forth in Section 2(d)(i) hereof. 



        "Exchange Date" shall have the meaning set forth in Section 2(a)(ii) hereof. 


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        "Exchange Agreement" shall have the meaning set forth in the Preamble. 



        "Exchange Offer" shall mean the exchange offer by the Issuers of Exchange Securities for Registrable Securities pursuant to  Section 2(a) hereof. 


        "Exchange Offer Registration" shall mean a registration under the 1933 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
material incorporated by reference therein. 


        "Exchange Period" shall have the meaning set forth in Section 2(a) hereof. 


        "Exchange Securities" shall mean securities, including guarantees attached thereto, issued by the Issuers under the Indenture containing
terms identical to the Securities (except that the Exchange Securities will not contain restrictions on transfer and Additional Interest) and to be offered to Holders of Securities in exchange for
Securities pursuant to the Exchange Offer. 


        "Guarantors" shall have the meaning set forth in the Preamble. 


        "Holder" shall mean a holder of Registrable Securities, for so long as such holder owns any Registrable Securities, and each of such
holder's successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture or who become beneficial owners of Registrable Securities,
so long as in the case of beneficial owners, such owners have so notified the Issuers in writing; provided that for purposes of  Sections 4 and
5 of this Agreement, the term "Holder" shall include Participating Broker-Dealers.
 


        "Indenture" shall mean the Indenture relating to the Securities dated as of December 26, 2002 among the Company, the Guarantors and
the Trustee, pursuant to which the Securities are being issued, as the same may be amended or supplemented from time to time in accordance with the terms thereof. 


        "Issuers" shall have the meaning set forth in the Preamble. 


        "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities;  provided that whenever the consent or
approval of Holders of a
specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Issuers or any of their Affiliates shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage or amount. 


        "Participant" shall have the meaning set forth in Section 5(a) hereof. 


        "Participating Broker-Dealer" shall have the meaning set forth in Section 4(a)
hereof. 


        "Person" shall be construed broadly and shall include, without limitation, an individual, a partnership, a corporation, an association, a
joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. 


        "Private Exchange" shall have the meaning set forth in the preamble. 


        "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 


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and
supplements to such prospectus, and in each case including all material incorporated by reference therein. 


        "Registrable Securities" shall mean the Securities and the 13.00% Senior Subordinated Notes due 2007, the 13.50% Senior Subordinated Notes
due 2010 and the 14.00% Senior Subordinated Notes due 2017 issued by QSC pursuant to the Offering Memorandum dated November 19, 2002; provided,  however, that the Securities shall cease to be Registrable Securities (i) when, in the case of a Holder of such Securities who was entitled to
participate in the Exchange Offer, an Exchange Offer Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and either (a) such Securities
shall have been exchanged pursuant to the Exchange Offer for Exchange Securities or (b) such Securities were not tendered by the Holder thereof in the Exchange Offer, (ii) when a Shelf
Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Shelf Registration
Statement, (iii) when such Securities have been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or
are eligible to be sold without restriction thereunder or (iv) when such Securities shall have ceased to be outstanding. 


        "Registration Default" shall have the meaning set forth in Section 2(g) hereof. 


        "Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Issuers with this Agreement,
including, without limitation: (i) all SEC, New York Stock Exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses
incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one counsel for all underwriters or Holders as a group in connection with
blue sky qualification of any of the Exchange Securities or Registrable Securities) within the United States (x) where the Holders are located, in the case of the Exchange Securities, or
(y) as provided in Section 3(d) hereof, in the case of Registrable Securities to be sold by a Holder pursuant to a Shelf Registration
Statement, (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, 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) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel,
(vii) the fees and disbursements of counsel for the Issuers and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be
selected by the Majority Holders) and (viii) the fees and disbursements of the independent public accountants of the Issuers, including the expenses of any special audits,
agreed-upon procedures or "cold comfort" letters required by or incident to such performance and compliance, but excluding fees and expenses of counsel to the underwriters (other than fees
and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and out-of-pocket expenses incurred by the Holders and
transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. 


        "Registration Statement" shall mean any registration statement of any Issuer that 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 material incorporated by reference therein. 


        "SEC" shall mean the Securities and Exchange Commission. 


        "Securities" shall have the meaning set forth in the preamble. 


        "Shelf Registration" shall mean a registration effected pursuant to Section 2(b)
hereof. 


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        "Shelf Registration Statement" shall mean a "shelf" registration statement of the Issuers pursuant to the provisions of  Section 2(b) of this Agreement which covers
all of the Registrable Securities (but no other securities unless approved by the Holders whose
Registrable Securities are covered by such Shelf Registration Statement and the Issuers' issued and outstanding securities possessing registration rights, if any, as of the date hereof) on an
appropriate form under Rule 415 under the 1933 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 material incorporated by reference therein. 


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


        "Trustee" shall mean the trustee with respect to the Securities under the Indenture. 



        "Underwriters" shall have the meaning set forth in Section 3 hereof. 


        "Underwritten Offering" shall mean a registration in which Registrable Securities are sold to an Underwriter for reoffering to the public. 


2.     Registration Under the 1933 Act.  



        (a)   To
the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Issuers shall file an Exchange Offer Registration Statement
covering the offer by the Issuers to the Holders to exchange all of the Registrable Securities for Exchange Securities in a like aggregate principal amount and to use their reasonable best efforts to
cause the Exchange Offer Registration Statement to be declared effective and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Issuers shall commence
the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement has been declared effective by the SEC and use their best efforts to have the Exchange Offer consummated
not later than the earlier of (1) 180 days after QCII recommences the filing of its annual and quarterly reports in the form required to be filed by a registrant under the 1934 Act and
(2) 274 days after the Closing Date (the "Exchange Period"). 


        The
Issuers shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as
are required by applicable law: 



	(i)
	that
the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered will be accepted for exchange;



	(ii)
	the
dates of acceptance for exchange (which shall be a period of at least 30 days from the date such notice is mailed) (the "Exchange
Date");



	(iii)
	that
any Registrable Security not tendered by a Holder who was eligible to participate in the Exchange Offer will remain outstanding and continue to accrue interest,
but will not retain any rights under this Registration Rights Agreement; 



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	(iv)
	that
Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the
enclosed letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the
Exchange Date; and



	(v)
	that
Holders will be entitled to withdraw their election, not later than the close of business, New York City time, on the Exchange Date, by sending to the institution
and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice 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 Securities exchanged. 




        As
soon as practicable after the Exchange Date, the Issuers shall: 



	(vi)
	accept
for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and



	(vii)
	deliver,
or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Issuers and issue,
and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Security equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder;  provided that, in the case of any Registrable Securities held in global form by a depositary, authentication and delivery to such depositary of one or
more Exchange Securities in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery
requirement. 




        Each
Holder (including, without limitation, each Participating Broker-Dealer (as defined)) who participates in the Exchange Offer will be required to represent to the Issuers, in writing
(which may be contained in the applicable letter of transmittal) that: (1) any Exchange Securities acquired in exchange for Registrable Securities tendered are being acquired in the ordinary
course of business of
the Person receiving such Exchange Securities, whether or not such recipient is a Holder of Registrable Securities, (2) at the time of the commencement of the Exchange Offer, neither such
Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Securities from such Holder has an arrangement or understanding with any Person to participate in the
distribution of the Exchange Securities in violation of the provisions of the 1933 Act, (3) the Holder is not an Affiliate of any Issuer or, if it is an Affiliate, it will comply with the
registration and prospectus delivery requirements of the 1933 Act to the extent applicable, (4) if such Holder is not a Participating Broker-Dealer, that it has not engaged in, and does not
intend to engage in, the distribution of Exchange Securities, (5) if such Holder is a Participating Broker-Dealer, such Holder acquired the Registrable Securities as a result of market-making
activities or other trading activities and that it will comply with the applicable provisions of the 1933 Act with respect to resale of any Exchange Securities and (6) such Holder has full
power and authority to transfer the Registrable Securities in exchange for the Exchange Securities. 


        The
Issuers shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange
Offer shall not be subject to any conditions, other than (1) that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC, (2) no
action or proceeding shall have been instituted or threatened in any court or by any governmental agency with respect to the Exchange Offer and no material adverse development shall have occurred with
respect to any Issuer, (3) all governmental approvals shall have been obtained, which approvals the Issuers deem necessary for the consummation of the Exchange Offer, (4) the conditions
precedent to the Issuers' obligations under this Agreement shall have been fulfilled and (5) such other conditions as shall be deemed necessary or appropriate by the Issuers in their reasonable
judgment. 


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        (b)   In
the event that (i) the Issuers determine that the Exchange Offer Registration provided for in  Section 2(a) above is not available or may not be consummated as soon as practicable after the
Exchange Date because it would violate applicable
law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason consummated during the Exchange Period, (iii) any Holder of Securities
notifies the Issuers after the commencement of the Exchange Offer that due to a change in applicable law or SEC policy it is not entitled to participate in the Exchange Offer, or (iv) if any
Holder that participates in the Exchange Offer (and tenders its Registrable Securities prior to the expiration thereof), does not receive Exchange Securities on the date of the exchange that may be
sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an Affiliate of any of the Issuers), the Issuers shall cause to be filed as soon
as practicable a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and shall use all their reasonable best efforts to have such Shelf Registration
Statement declared effective by the SEC. In the event the Issuers are required to file a Shelf Registration Statement solely as a result of the matters referred to in
clause (iii) of the preceding sentence, the Issuers shall file and use their reasonable best efforts to have declared effective by the SEC both an Exchange Offer Registration Statement
pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by such other Holders after completion of the Exchange Offer. The Issuers
agree to use all their reasonable best efforts to keep the Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) (or any
successor rule that permits the Registrable Securities to be eligible for resale without registration and without being subject to volume restrictions, but not Rule 144A) with respect to the
Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration
Statement. The Issuers further agree to supplement or amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by the
Issuers for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to
information relating to such Holder, and to use all their reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as soon as
thereafter practicable. The Issuers agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. 


        (c)   The
Issuers shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) or  Section 2(b). Each Holder shall pay
all underwriting discounts and commissions and transfer taxes, if any, relating to the registration of such
Holder's Registrable Securities pursuant to the Exchange Offer Registration Statement or the Shelf Registration Statement. 


        (d)   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 a 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
Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may
legally resume. As provided for in the Indenture, in the event the Exchange Offer is not consummated and the Shelf Registration Statement is not declared effective as set forth below, then, the annual
interest rate on the Securities will be increased (the "Additional Interest") as follows: 



	(i)
	subject
to Sections 2(f) and 2(g) if (A) the Issuers have
not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior 



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to
the end of the Exchange Period, (B) if applicable, the Shelf Registration Statement has not been declared effective by the SEC on or prior to the date specified herein for such effectiveness
(the "Effectiveness Target Date") or (C) if applicable, the Shelf Registration Statement is filed and declared effective prior to the
Effectiveness Target Date but shall thereafter cease to be effective or usable in connection with the Exchange Offer (as a result of an order suspending the effectiveness of the Shelf Registration
Statement or otherwise) (each such event referred to in clauses (A) through (C), a "Registration Default"), then Additional Interest shall accrue
on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing (x) at the end of the Exchange Period, in the case of
(A) above, (y) on the Effectiveness Target Date in the case of (B) above, or (z) on the day such Shelf Registration Statement ceases to be effective in the case of
(C) above, and such Additional Interest rate shall increase, by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum amount of Additional
Interest of 0.50% per annum, from and including the date on which any such Registration Default shall occur to, but excluding, the earlier of (1) the date on which all Registration Defaults
have been cured or (2) the date on which all the Securities and Exchange Securities otherwise become freely transferable by Holders other than Affiliates of the Issuers without further
registration under the 1933 Act (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Securities not registered under an Exchange Offer Registration
Statement are then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Securities); 





provided, however, that upon the exchange of Exchange Securities for all Securities tendered (in the
case of clause (i)(A) above), upon the effectiveness of the Shelf Registration Statement (in the case of clause (i)(B) above) or upon the effectiveness of the Shelf Registration
Statement which had ceased to remain effective (in the case of clause (i)(C) above), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof),
as the case may be, shall cease to accrue; provided, further,  however, that in the case of clauses
(i)(B) and (i)(C) above, it is expressly understood that Additional Interest should be payable only
with respect to the Registrable Securities so requested to be registered pursuant to Section 2(b)(iii) hereof. 


Notwithstanding
the foregoing, (1) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (2) a Holder of
Registrable Securities or Exchange Securities who is not entitled to the benefits of the Shelf Registration Statement (i.e., such Holder has not elected
to include information) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement. 


        (e)   Without
limiting the remedies available to the Holders, the Issuers acknowledge that any failure by the Issuers to comply with their 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 will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Holder may obtain such
relief as may be required to specifically enforce the Issuers' obligations under Section 2(a) and  Section 2(b) hereof. 


        (f)    No
Holder of Registrable Securities may include any of its Registrable Securities in any Shelf Registration unless and until such Holder furnishes to the Issuers, in
writing within 15 days after receipt of a request therefor, the information with respect to such Holder specified in Regulation S-K under the 1933 Act and any other
applicable rules, regulations or policies of the SEC for use in connection with any Shelf Registration or Prospectus included therein, on a form to be provided by the Issuers. No Holder of Registrable
Securities shall be entitled to Additional Interest pursuant to Section 2(d) hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to furnish promptly to the Issuers additional information to be disclosed so that the information previously furnished to the Issuers by such Holder does not
contain any untrue statement 


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of
a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. 



        (g)   The
Issuers may delay the filing or the effectiveness of an Exchange Offer Registration Statement or a Shelf Registration Statement for a period of up to 30 days
during any 90 day period if (i) such Registration Default under Section 2(d)(i)(C) hereof occurs because of the filing of a
post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Issuers where such post-effective amendment is
not yet effective and needs to be declared effective to permit Holders to use the related Prospectus, (ii) such Registration Default occurs because of the occurrence of other material events or
developments with respect to the Issuers that would need to be described in such Registration Statement or the related Prospectus, and the effectiveness of such Registration Statement is reasonably
required to be suspended while such Registration Statement and related Prospectus are amended or supplemented to reflect such events or developments, (iii) such Registration Default results
from the suspension of the effectiveness of such Registration Statement because of the existence of material events or developments with respect to the Issuers or any of their Affiliates, the
disclosure of which the Issuers determine in good faith would have a material adverse effect on the business, operations or prospects of the Issuers, or (iv) such Registration Default results
from the suspension of the effectiveness of such Registration Statement because the Issuers do not wish to disclose publicly a pending material business transaction that has not yet been publicly
disclosed; provided, however, that any delay period with respect to Registration Defaults arising under
this Section 2(g) will not alter the obligations of the Issuers to pay Additional Interest with respect to a Registration Default. 


        (h)   Additional
Interest due on the Securities pursuant to Section 2(d) hereof will be payable in cash semiannually in
arrears in the same interest payment dates as the Securities, commencing with the first interest payment date occurring after any such Additional Interest commences to accrue. 



3.     Registration Procedures.  


        In connection with the obligations of the Issuers with respect to the Registration Statements pursuant to  Section 2(a) and
Section 2(b) hereof, the Issuers shall: 



        (a)   prepare
and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by the Issuers and
(y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall 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, and use their commercially reasonable efforts to cause such
Registration Statement to become effective and remain effective in accordance with Section 2 hereof; 


        (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 applicable period and, except for such periods as to which Additional Interest does not accrue pursuant to  Section 2(g) hereof, cause each Prospectus to be supplemented
by any prospectus supplement required by applicable law and, as so supplemented, to
be filed pursuant to Rule 424 under the 1933 Act; to keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is
applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities; 


        (c)   in
the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Holders 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 



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the
Registrable Securities; and the Issuers consent to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of
Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or
supplement thereto in accordance with applicable law; 


        (d)   use
their commercially reasonable efforts to register or qualify the Registrable Securities under all applicable state securities or "blue sky" laws of such
jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made with the New York Stock Exchange and the National
Association of Securities Dealers, Inc. and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such
jurisdiction of such Registrable Securities owned by such Holder; provided, however, that no Issuer
shall 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 or (iii) subject itself to taxation in any such jurisdiction if
it is not so subject; 


        (e)   in
the case of a Shelf Registration, notify each Holder of Registrable Securities and counsel for the Holders promptly and, if requested by any such Holder or counsel,
confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective,
(ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and 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 initiation
of any proceedings for that purpose, (iv) 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 Issuers contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all
material respects or if the Issuers receive any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the
related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading and
(vi) of any determination by the Issuers that a post-effective amendment to a Registration Statement would be appropriate except, in the case of clauses (iv), (v) and (vi),
with respect to any event, development or transaction permitted to be kept confidential without the accrual of Additional Interest under  Section 2(g) hereof, the Issuers shall not be required to
describe such event, development or transaction in the written notice provided; 


        (f)    make
every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and provide
immediate notice to each Holder of the withdrawal of any such order; 


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



10







 

        (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 and enable such Registrable Securities to be in such denominations (consistent with the provisions of the
Indenture) and registered in such names as the selling Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities; 


        (i)    in
the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, as
promptly as practicable prepare and file with the SEC a supplement or post-effective amendment to a 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 contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; the Issuers agree to notify the Holders to suspend
use of the Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of the Prospectus until the Issuers have amended or supplemented the
Prospectus to correct such misstatement or omission and expressly agree to maintain the information contained in such notice confidential (except that such information may be disclosed to its counsel)
until it has been publicly disclosed by the Issuers; notwithstanding the foregoing, the Issuers shall not be required to amend or supplement a Registration Statement, any related Prospectus or any
document incorporated or deemed to be incorporated therein by reference if (i) an event occurs and is continuing as a result of which the Shelf Registration, any related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, would, in the Issuers' good faith judgment, contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading (with respect to such a Prospectus only, in the light of the circumstances under which they were made), and (ii) (a) the
Issuers determine in their good faith judgment that the disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of the Issuers, or
(b) the disclosure otherwise relates to a pending material business transaction that has not yet been publicly disclosed; 



        (j)    in
the case of a Shelf Registration Statement, a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration
Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration
Statement, provide copies of such document to, the Holders and their counsel and make such of the representatives of the Issuers as shall be reasonably requested by the Holders or their counsel
available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration
Statement or a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Holders and their counsel shall not have previously been
advised and furnished a copy or to which the Holders or their counsel shall reasonably object on a timely basis, except for any Registration Statement or amendment thereto or related Prospectus or
supplement thereto (a copy of which has been previously furnished as provided in the preceding sentence) which counsel to the Issuers has advised the Issuers in writing is required to be filed in
order to comply with applicable law; 


        (k)   obtain
a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement; 



        (l)    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 



11







 




Securities,
as the case may be, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms
of the TIA and execute, and use their commercially reasonable efforts to 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 the Indenture to be so qualified in a timely manner; 


        (m)  in
the case of a Shelf Registration, make available for inspection upon written request by a representative of the Holders of the Registrable Securities, any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner, all pertinent
financial and other records, pertinent documents and properties of the Issuers as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and cause the
respective officers, directors and employees of the Issuers to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with their due
diligence responsibilities under a Shelf Registration Statement; provided that each such representative, Underwriter, attorney or accountant shall agree
in writing that it will keep such information confidential and that it will not disclose any of the information that the Issuers determine, in good faith, to be confidential and notifies them in
writing are confidential unless (i) the disclosure of such information is necessary to avoid or correct a material misstatement or material omission in an effective Registration Statement or
Prospectus, (ii) the release of such information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) the information in has been made
generally available to the public other than by any of such persons or an Affiliate of any such persons; provided, however, that prior notice shall be provided as soon as practicable to the Issuers of
the potential disclosure of any information by such person pursuant to clause (i) or (ii) of this sentence in order to permit the Issuers to obtain a protective order (or waive
the provisions of this paragraph (m); 


        (n)   if
reasonably requested by any Holder of Registrable Securities covered by a Registration Statement, (i) promptly incorporate in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and (ii) make all required filings of such Prospectus
supplement or such post-effective amendment as soon as the Issuers have received notification of the matters to be incorporated in such filing; 


        (o)   in
the case of an Underwritten Offering pursuant to a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith
(including those requested by the Holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities and in such
connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of either of the
Issuers and their subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope
as are customarily made by issuers to underwriters in underwritten offerings and confirm the same in writing if and when requested, (ii) obtain opinions of counsel to the Issuers (which counsel
and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of
Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain "cold comfort" letters from the independent certified public
accountants of the Issuers (and, if necessary, any other certified public accountant of any subsidiary of the Issuers, or of any business acquired by any of the Issuers for which financial statements
and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form
and 



12







 




covering
matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings, (iv) if an underwriting agreement is entered into, include in such
underwriting agreement indemnification provisions and procedures no less favorable to the selling Holders and underwriters, if any, than those set forth in  Section 5 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 underwriters (if any), and (v) deliver such documents and certificates as may be reasonably requested by the Underwriters, and which
are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Issuers made pursuant to clause (i) above and to
evidence compliance with any customary conditions contained in an underwriting agreement; and 


        (p)   in
the case of a Shelf Registration pursuant to Section 2(b)(iii), cause to be delivered a "cold comfort" letter
with respect to the Prospectus in the form existing on the Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period ending on the
180th day following the Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this
Agreement). 




        In
the case of a Shelf Registration Statement, the Issuers may require each Holder of Registrable Securities to furnish to the Issuers such information regarding the Holder and the
proposed distribution by such Holder of such Registrable Securities as the Issuers may from time to time reasonably request in writing. The Issuers may exclude from such registration the Registrable
Securities of any seller so long as such seller fails to furnish such information within a reasonable time after receiving such request. Each seller as to which any Shelf Registration is being
effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such seller not materially
misleading. 


        In
the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Issuers of the happening of any event of the kind described in  Section 3(e)(v) 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, and, if so directed by the
Issuers, such Holder will deliver to the Issuers (at their expense) all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice. If the Issuers shall give any such notice to suspend the disposition of Registrable Securities pursuant to a Registration
Statement, the Issuers shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and
including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. 



        The
Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such
Underwritten Offering, the investment banker or investment bankers and manager or managers (the "Underwriters") that will administer the offering will
be selected by the Majority Holders of the Registrable Securities included in such offering. 


4.     Participation of Broker-Dealers in Exchange Offer.  



        (a)   The
Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities
that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer"), may be deemed to be
an "underwriter" within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities. 


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        The Issuers understand that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a
statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of
Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of
Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act. 


        (b)   In
light of the above, notwithstanding the other provisions of this Agreement, the Issuers agree that the provisions of this Agreement as they relate to a Shelf
Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be, reasonably requested by one or more Participating
Broker-Dealers as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the
positions of the Staff recited in Section 4(a) above; provided that: 



	(i)
	the
Issuers shall not be required to keep the Exchange Offer Registration Statement effective, as would otherwise be contemplated by Section 2(b) for a
period exceeding 90 days after the date on which such Exchange Offer Registration Statement is declared effective (as such period may be extended pursuant to the penultimate paragraph of  Section 3 of this Agreement);



	(ii)
	the
Issuers shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by  Section 3(i), for a period
exceeding 90 days after the date on which such Exchange Offer Registration Statement is declared effective (as
such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be
authorized by the Issuers to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this  Section 4; and



	(iii)
	the
application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange
Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request in
writing to the Issuers by one or more broker-dealers who certify to the Issuers in writing that they anticipate that they will be Participating Broker-Dealers; and  provided, further, that, in connection with such application of the Shelf Registration procedures set
forth in Section 3 to an Exchange Offer Registration, the Issuers shall be obligated (x) to deal only with the Broker-Dealer
Representatives and (y) to pay the fees and expenses of only one counsel representing the Participating Broker-Dealers. 




5.     Indemnification and Contribution.  


        (a)   Each
of the Issuers, jointly and severally, hereby agree to indemnify and hold harmless each Holder of Registrable Securities and each Participating Broker-Dealer
selling Exchange Securities during the applicable period, and each Person, if any, who controls such Person or its affiliates within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act (each, a "Participant") from and against any and all losses, claims, damages, liabilities or expenses (whether direct
or indirect, in contract, tort or otherwise) whatsoever, as incurred (including the cost of any investigation or preparation) arising out of or based upon: 



	(i)
	any
untrue statement or alleged untrue statement of a material fact made by any Issuer contained in any application or any other document or any amendment or supplement
thereto executed by any Issuer based upon written information furnished by or on behalf of any Issuer filed in any jurisdiction in order to qualify the Securities under the securities or "Blue Sky" 



14







 


laws
thereof or filed with the SEC or any securities association or securities exchange (each, an "Application"); 



	(ii)
	any
untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) or Prospectus (as amended or
supplemented if any of the Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus; or



	(iii)
	the
omission or alleged omission to state, in any Registration Statement (or any amendment thereto) or Prospectus (as amended or supplemented if any of the Issuers
shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any Application or any other document or any amendment or supplement thereto, a material fact or necessary
to make the statements made therein, in the light of the circumstances under which they were made, not misleading; 




provided, however, the Issuers will not be liable in any such case to the extent that any such loss,
claim, damage, liability or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any Registration Statement (or any amendment
thereto) or Prospectus (as amended or supplemented if any of the Issuers shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any amendment or supplement
thereto of a material fact necessary in order to make the statements made therein, in the light of the circumstances under with they were made, not misleading, if in any case such statement or
omission relates to such Participant and was made in reliance upon and in conformity with information furnished in writing to the Issuers by such Participant expressly for use therein. The indemnity
provided for in this Section 5 will be in addition to any liability that the Issuers may otherwise have to the indemnified parties. No Issuer shall be liable under this Section 5 for any
settlement of any claim or action effected without its prior written consent, which shall not be unreasonably withheld. No Participant shall, without the prior written consent of an Issuer, effect any
settlement or compromise of any pending or threatened proceeding in respect of which such Issuer is or could have been a party, or indemnity could have been sought hereunder by such Issuer, unless
such settlement (A) includes an unconditional release of such Issuer, from all liability in any way related to or arising out of such litigation or proceeding and (B) does not impose any
actual or potential liability or any other obligation upon any Issuer and does not contain any factual or legal admission of fault, culpability or a failure to act by or with respect to any Issuer. 


        Each
Participant, severally and not jointly, agrees to hold the Issuers harmless and to indemnify the Issuers (including any of their respective affiliated companies and any director,
officer, agent or employee of the Issuers or any such affiliated company) and any director, officer, or other person controlling (within the meaning of Section 20(a) of the 1934 Act) the
Issuers (including any of the Issuers' affiliated companies) from and against any and all losses, claims, damages, liabilities or expenses (whether direct or indirect, in contract, tort or otherwise)
whatsoever, as incurred (including the cost of any investigation and preparation) arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement or Prospectus, any amendment or supplement thereto, or any preliminary prospectus, or (ii) the omission or the alleged omission to state therein a material fact
necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission relates to such Participant and was made in reliance upon and in conformity with information furnished in writing by such Participant,
expressly for use therein. The indemnity provided for in this Section 5 will be in addition to any liability that the Participants may otherwise have to the indemnified parties. The
Participants shall not be liable under this Section 5 for any settlement of any claim or action effected without their consent, which shall not be unreasonably withheld. The Issuers shall not,
without the prior written consent of such Participant, effect any settlement or compromise of any pending or threatened 


15







 



proceeding
in respect of which such Participant is or could have been a party, or indemnity could have been sought hereunder by such Participant, unless such settlement (A) includes an
unconditional release of such Participant, from all liability in any way related to or arising out of such litigation or proceeding and (B) does not impose any actual or potential liability or
any other obligation upon any such Participant and does not contain any factual or legal admission of fault, culpability or a failure to act by or with respect to any such Participant. 


        If
a claim is made against any indemnified party as to which such indemnified party may seek indemnity under this Section 5, such indemnified person shall notify the indemnifying
party promptly after any written assertion of such claim threatening to institute an action or proceeding with respect thereto and shall notify the indemnifying party promptly of any action commenced
against such indemnified party within a reasonable time after such indemnified party shall have been served with a summons or other first legal process giving information as to the nature and basis of
the claim. Failure to so notify the indemnifying party shall not, however, relieve the indemnifying party from any liability which it may have on account of the indemnity under this Section 5,
except to the extent such failure results in the forfeiture by the indemnifying party of material rights and defenses. The indemnifying party shall have the right to assume the defense of any such
litigation or proceeding, including the engagement of counsel reasonably satisfactory to the indemnified party. In any such litigation or proceeding the defense of which the indemnifying party shall
have so assumed, any indemnified party shall have the right to participate in such litigation or proceeding and to retain its own counsel, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party shall have failed promptly to assume the defense thereof and employ counsel as provided above, or (ii) counsel to the
indemnified party reasonably determines that representation of such indemnified party by the indemnifying party's counsel would present the indemnifying party's counsel with a conflict of interest. It
is understood that the indemnifying party shall not, in connection with any litigation or proceeding or related litigation or proceeding in the same jurisdiction, be liable under this Agreement for
the fees and expenses of more than one separate firm (in addition to any
local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such separate firm shall be designated by the indemnified party. 


        To
the extent the indemnity provided for in the foregoing paragraphs of this Section 5 is for any reason held unenforceable although otherwise applicable in accordance with its
terms with respect to an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party agrees to contribute to the amount paid
or payable by such indemnified person as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by
the indemnifying party, on the one hand, and by such indemnified party, on the other, from the offering of the Securities or (ii) if the allocation provided by the foregoing
clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing clause (i), but also the
relative fault of the indemnifying party, on the one hand, and of such indemnified party, on the other, in connection with the statements, actions or omissions which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Issuers, on the one hand, and by such Participant, on the other, shall
be deemed in the same proportion as the total proceeds from the offering (before deducting expenses) of the Securities received by the Issuers bear to the total net profit received by such Participant
in connection with the sale of the Securities. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct
relates to information provided by the Issuers or other conduct by the Issuers (or their employees or other agents), on the one hand, or by such Participants, on the other hand. 



        The
parties agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation or by any other method of allocation that does
not take 


16







 



into
account the equitable considerations referred to in the first sentence of the previous paragraph. Notwithstanding any other provision of the previous paragraph, no Participant shall be obligated
to make contributions hereunder that in the aggregate exceed the total net profit received by such Participant in connection with the sale of the Securities, less the aggregate amount of any damages
that such Participant has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact, and no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this paragraph (d), each person, if any, who controls a Participant within the meaning of Section 15 of 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Participants, and each director of any Issuer, each officer of any Issuer and each person, if any, who controls any Issuer within the meaning of Section 15 of 1933
Act or Section 20 of the 1934 Act, shall have the same rights to contribution as the Issuers. 


6.     Miscellaneous.  


        (a)   No Inconsistent Agreements. The Issuers have not entered into, and on or after the date of this Agreement will not 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 Issuers' other issued and outstanding securities under any such agreements. 


        (b)   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 Issuers have obtained the written consent of Holders of at least a majority in
aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided,  however, that no amendment, modification, supplement, waiver or consent to any departure from the provisions of
Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose
securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Securities may be
given by Holders of at least a majority in aggregate principal amount of the Registrable Securities being sold pursuant to such Registration Statement. 


        (c)   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 Issuers by means of a notice given in accordance with the provisions of this Section 6(c); (ii) if to the Issuers, initially at the
Issuers' address set forth in the Indenture and thereafter at such other address, notice of which is given in accordance with the provisions of this  Section 6(c); and (iii) if to the Trustee,
initially at the Trustee's address set forth in the Indenture and thereafter at such other
address, notice of which is given in accordance with the provisions of this Section 6(c). 


        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. 


17







 



        (d)   Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and
transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that
nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of 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. The Trustee (in its capacity as Trustee under the Indenture or acting on behalf of the Holders pursuant to this Agreement) shall have no liability or
obligation to either (i) the Issuers with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement or
(ii) any Holder with respect to any failure by the Issuers to comply with, or any breach by the Issuers of, any of the obligations of the Issuers under this Agreement. 



        (e)   Entire Agreement. This Agreement contains the entire agreement among the parties hereto with respect to the subject
matter hereof and supersedes and replaces all other prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof. 


        (f)    Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder between the
Issuers, on the one hand, and the Trustee, on the other hand, and 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. The internal laws of the State of New York shall govern the enforceability and validity of this Agreement,
the construction of its terms and the interpretation of the rights and duties of the parties hereto without giving effect to conflicts of laws, rules or principles. 


        (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. 


18







 



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



	

 	
 	

QWEST SERVICES CORPORATION
	

 	
 	

By:	
 	

 Name: Oren G. Shaffer

Title: Chief Financial Officer
	

 	
 	

QWEST COMMUNICATIONS INTERNATIONAL INC.
	

 	
 	

By:	
 	

 Name: Oren G. Shaffer

Title: Chief Financial Officer
	

 	
 	

QWEST CAPITAL FUNDING, INC.
	

 	
 	

By:	
 	

 Name: Oren G. Shaffer

Title: Chief Financial Officer
	

 	
 	

BANK ONE TRUST COMPANY, N.A.
	

 	
 	

By:	
 	

 Name:

Title:




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Exhibit 4.5