exv4w1







	 	 	 	 	 



Exhibit 4.1




QWEST CORPORATION

6.75% Notes due 2021




 






Ninth Supplemental Indenture

Dated as of October 4, 2011



 





U.S. BANK NATIONAL ASSOCIATION,

as Trustee



 









 






     NINTH SUPPLEMENTAL INDENTURE dated as of October 4, 2011 (this “Supplemental Indenture”) by
and between QWEST CORPORATION, a Colorado corporation (formerly known as U S WEST Communications,
Inc.) (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture (as
defined below) with respect to the Notes (as defined below) (the “Trustee”), as amended and
supplemented by the First Supplemental Indenture (as defined below), the Second Supplemental
Indenture (as defined below), the Third Supplemental Indenture (as defined below), the Fourth
Supplemental Indenture (as defined below), the Fifth Supplemental Indenture (as defined below), the
Sixth Supplemental Indenture (as defined below), the Seventh Supplemental Indenture (as defined
below) and the Eighth Supplemental Indenture (as defined below). The Trustee, and each other
trustee appointed as such with respect to the Securities (as defined below) of any series issued
under the Indenture, shall be the “Trustee” (as defined in the Indenture, as supplemented hereby)
for all purposes under the Indenture with respect to the applicable series of Securities but, for
the avoidance of doubt, not with respect to any series of Securities for which such Trustee has not
been appointed trustee under the terms of the Indenture or any supplement thereto.



     Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Holders of the Notes:



     WHEREAS, the Company and Bank of New York Trust Company, National Association (as successor in
interest to Bank One Trust Company, National Association), are parties to that certain Indenture
dated as of October 15, 1999 (the “Base Indenture”, and as amended and supplemented by the First
Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the
Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture,
the Seventh Supplemental Indenture and this Eighth Supplemental Indenture, the “Indenture”)
providing for the issuance from time to time of senior debt securities (“Securities”) to be issued
in one or more series.



     WHEREAS, the Company and the Trustee are parties to the First Supplemental Indenture (the
“First Supplemental Indenture”) dated as of August 19, 2004, providing for the amendment and
supplement of the terms of the Base Indenture and the issuance by the Company of a series of
Securities designated as its 7.875% Notes due 2011, in an aggregate principal amount of
$575,000,000, none of which are currently outstanding.



     WHEREAS, the Company and the Trustee are parties to the Second Supplemental Indenture (the
“Second Supplemental Indenture”) dated as of November 23, 2004, providing for the issuance by the
Company of additional notes of its series of Securities designated as its 7.875% Notes due 2011, in
an aggregate principal amount of $250,000,000, none of which are currently outstanding.



     WHEREAS, the Company and the Trustee are parties to the Third Supplemental Indenture (the
“Third Supplemental Indenture”) dated as of June 17, 2005, providing for the issuance by the
Company of a series of Securities designated as its 7.625% Notes due 2015, in an aggregate
principal amount of $400,000,000, all of which are currently outstanding, and a series of
Securities designated as its Floating Rate Notes due 2013, in an aggregate principal amount of
$750,000,000, all of which are currently outstanding.



 









 





     WHEREAS, the Company and the Trustee are parties to the Fourth Supplemental Indenture (the
“Fourth Supplemental Indenture”) dated as of August 8, 2006, providing for the issuance by the
Company of a series of Securities designated as its 7.5% Notes due 2014, in an aggregate principal
amount of $600,000,000, all of which are currently outstanding.



     WHEREAS, the Company and the Trustee are parties to the Fifth Supplemental Indenture (the
“Fifth Supplemental Indenture”) dated as of May 16, 2007, providing for the issuance by the Company
of a series of Securities designated as its 6.5% Notes due 2017, in an aggregate principal amount
of $500,000,000, all of which are currently outstanding.



     WHEREAS, the Company and the Trustee are parties to the Sixth Supplemental Indenture (the
“Sixth Supplemental Indenture”) dated as of April 13, 2009, providing for the issuance by the
Company of a series of Securities designated as its 8 3/8% Notes due 2016, in an aggregate
principal amount of $810,500,000, all of which are currently outstanding.



     WHEREAS, the Company and the Trustee are parties to the Seventh Supplemental Indenture (the
“Seventh Supplemental Indenture”) dated as of June 8, 2011, providing for the issuance by the
Company of a series of Securities designated as its 7.375% Notes due 2051, in an aggregate
principal amount of $661,250,000, all of which are currently outstanding.



     WHEREAS, the Company and the Trustee are parties to the Eighth Supplemental Indenture (the
“Eighth Supplemental Indenture”) dated as of September 21, 2011, providing for the issuance by the
Company of a series of Securities designated as its 7.50% Notes due 2051, in an aggregate principal
amount of $575,000,000, all of which are currently outstanding.



     WHEREAS, the Company desires and has requested the Trustee to execute and deliver this
Supplemental Indenture in order to establish and provide for the issuance by the Company of a
series of Securities designated as its 6.75% Notes due 2021, in an initial aggregate principal
amount of $950,000,000 (the “Notes”). The Notes shall be substantially in the form attached hereto
as Exhibit A.



     WHEREAS, Section 9.01(8) of the Base Indenture provides that a supplemental indenture may be
entered into by the Company and the Trustee without the consent of any Holders to establish the
form and terms and conditions of Securities of any Series as permitted by Section 2.02 of the Base
Indenture.



     WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this
Supplemental Indenture have been complied with.



     WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the
Company and the Trustee, in accordance with its terms, and a valid supplement to the Indenture have
been done.



     NOW, THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes
by the Holders thereof, the Company covenants and agrees with the Trustee, for the equal and
ratable benefit of the Holders of the Notes, that the Indenture is supplemented, to the extent
expressed herein, as follows:




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ARTICLE 1



THE NOTES



Section 1.01 Designation of Notes.




     The changes, modifications and supplements to the Indenture effected by this Supplemental
Indenture shall be applicable only with respect to, and govern the terms of, the Notes, which shall
not be limited in aggregate principal amount, and shall not apply to any other Securities that have
been or may be issued under the Indenture unless a supplemental indenture with respect to such
other Securities specifically incorporates such changes, modifications and supplements. Pursuant to
this Supplemental Indenture, there is hereby created and designated a series of Securities under
the Indenture entitled “6.75% Notes due 2021.” The Notes shall be in the form of Exhibit A
hereto. Subject to the terms in the Indenture, as supplemented by this Supplemental Indenture, the
Company may, at its option, without the consent of the Holders of the Notes, issue additional notes
from time to time that will constitute a single series of Securities under the Indenture together
with the previously outstanding Notes.


Section 1.02 Other Terms of the Notes.




     Without limiting the foregoing provisions of this Article 1, the terms of the Notes shall be
as set forth in the form of Note set forth in Exhibit A hereto and as provided in the
Indenture.



     The Notes shall be issuable in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof. The Notes shall be payable and may be presented for payment, purchase,
registration of transfer and exchange, without service charge, at the office of the Company
maintained for such purpose in New York, New York, which shall initially be the office or agency of
the Trustee.


Section 1.03 Definitions.




     (a) Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
to such terms in the Indenture. To the extent terms defined herein differ from the Indenture, the
terms defined herein will govern.



     (b) For all purposes of the Indenture, except as otherwise expressly provided or unless the
context otherwise requires, the terms defined in this Supplemental Indenture have the meanings
assigned to them in this Supplemental Indenture, and include the plural, as well as the singular.



3









 





ARTICLE 2




ADDITIONAL TERMS



Section 2.01 Form and Dating




     (a) The Notes issued shall be substantially in the form set forth in Exhibit A hereto,
deposited with the Trustee, as custodian for The Depository Trust Company, New York, New York, or a
successor thereto registered under the Securities Exchange Act of 1934, as amended, or other
applicable statute or regulation (the “Depository”), duly executed by the Company and authenticated
by the Trustee as hereinafter provided and shall bear any legends required by applicable law (the
“Global Notes”).



     (b) The aggregate principal amount of each of the Global Notes may from time to time be
increased or decreased by adjustments made by the Trustee on Schedule I to the Global Notes and on
the records of the Trustee, as custodian for the Depository.


Section 2.02 Book-Entry Provisions for Global Notes




     (a) The Global Notes initially shall (i) be registered in the name of the Depository or the
nominee of such Depository, (ii) be delivered to the Trustee as custodian for such Depository and
(iii) bear the legends required by the Depository as set forth in Exhibit A.



     (b) Members of, or participants in, the Depository (“Participants”) shall have no rights under
this Indenture with respect to any Global Note held on their behalf by the Depository, or the
Trustee as its custodian, or under any such Global Note, and the Depository may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to
any written certification, proxy or other authorization furnished by the Depository or impair, as
between the Depository and Participants, the operation of customary practices governing the
exercise of the rights of a Holder of any Note.



     (c) The Holder of any Global Note may grant proxies and otherwise authorize any Person,
including Participants and Persons that may hold interests through Participants, to take any action
which a Holder of any Note is entitled to take under this Indenture or the Notes.



     (d) Notwithstanding any other provisions of the Indenture, a Global Note may only be
transferred in whole, and not in part, and may not be transferred as a whole except by the
Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or
another nominee of the Depository or by the Depository or any such nominee to a successor
Depository or a nominee of such successor Depository. Definitive Notes shall be transferred to all
beneficial owners in exchange for their beneficial interests in Global Notes, upon the written
request of such beneficial owners or upon the Company’s written instructions to the Trustee, if (i)
the Depository notifies the Company that it is unwilling or unable to act as Depository for any
Global Note and a successor Depository is not appointed by the Company within 90 days, (ii) the
Depository ceases to be a clearing agency registered or in good standing under the Securities



4









 




Exchange Act of 1934, as amended, or other applicable statute or regulation, and a successor
Depository is not appointed by the Company within 90 days or (iii) if an Event of Default shall
have occurred and be continuing. In addition, definitive Notes shall be transferred to all
beneficial owners in exchange for their beneficial interests in Global Notes if the Company, in its
sole discretion, determines not to require that all of the Notes be represented by a Global Note.
In connection with the transfer of a Global Note as an entirety pursuant to this Section 2.02(d),
such Global Note shall be deemed to be surrendered to the Trustee for cancellation and (i) the
Company shall execute and (ii) the Trustee shall, upon written instructions from the Company,
authenticate and deliver to each beneficial owner identified by the Depository in exchange for its
beneficial interest in such Global Note, an equal aggregate principal amount of definitive Notes of
authorized denominations.




     (e) The Trustee shall have no responsibility for the actions or omissions of the Depository or
the accuracy of the books and records of the Depository.



ARTICLE 3




MISCELLANEOUS



Section 3.01 Amendment and Supplement.




     This Supplemental Indenture and the Notes may be amended or supplemented as provided for in
the Indenture.


Section 3.02 Indenture.




     In the event of any conflict between this Supplemental Indenture and the Indenture, the
provisions of this Supplemental Indenture shall prevail.


Section 3.03 Governing Law.




     The laws of the State of New York shall govern this Supplemental Indenture and the Notes
created hereby.


Section 3.04 No Adverse Interpretation of Other Agreements.




     This Supplemental Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be
used to interpret this Supplemental Indenture.


Section 3.05 Successors and Assigns.




     All covenants and agreements of the Company in this Supplemental Indenture and the Notes shall
bind its successors and assigns. All agreements of the Trustee in this Supplemental Indenture shall
bind its successors and assigns.



5









 




Section 3.06 Duplicate Originals.




     This Supplemental Indenture may be executed in counterparts, each of which shall be an
original, but such counterparts shall together constitute but one instrument.


Section 3.07 Severability.




     In case any one or more of the provisions contained in this Supplemental Indenture or in the
Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions of this
Supplemental Indenture or of the Notes.



[Signature Page Follows]









6









 








SIGNATURES




     IN WITNESS WHEREOF, the parties have caused this Ninth Supplemental Indenture to be duly
executed, all as of the date first above written.



	 	 	 	 	 
	 	QWEST CORPORATION

 	 
	 	By:  	/s/ R. Stewart Ewing, Jr.
 	 
	 	 	Name:  	R. Stewart Ewing, Jr. 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Leland Hanson
 	 
	 	 	Name:  	Leland Hanson 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



Exhibit A





     THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS
NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR
ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




A-1











 





			
	No. ____ 

CUSIP No. 74913GAX3
	 	PRINCIPAL AMOUNT

$_________






Qwest Corporation 6.75% Note due 2021




     QWEST CORPORATION, a corporation duly organized and existing under the laws of the State of
Colorado (such corporation, and its successors and assigns under the Indenture hereinafter referred
to, being herein called the “Company”), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, the principal sum of _________________ MILLION DOLLARS ($_________) (or such
other amount as shall be listed on Schedule I attached hereto) on December 1, 2021 (the “Maturity
Date”), unless previously redeemed on any redemption date, by wire transfer of immediately
available funds of such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts and to pay interest thereon
semi-annually on June 1 and December 1 of each year, commencing June 1, 2012 (each, an “Interest
Payment Date”), and on the Maturity Date at the rate per annum specified in the title of this Note,
from October 4, 2011 (or from the most recent Interest Payment Date to which interest has been paid
or duly provided for) until payment of such principal sum has been made or duly provided for.
Notwithstanding the foregoing, if the Company shall default in the payment of interest due on any
Interest Payment Date, then this Note shall bear interest from the most recent Interest Payment
Date to which interest has been paid or duly provided for or, if no interest has been paid on this
Note or duly provided for, from October 4, 2011. The interest so payable on any Interest Payment
Date, as long as the Notes are represented by a global security, subject to certain exceptions
provided in the Indenture referred to herein, will be paid to the person in whose name this Note
shall be registered at the close of business on the Business Day (as defined below) prior to such
Interest Payment Date. If any Interest Payment Date or the Maturity Date is a Legal Holiday (as
defined in the Indenture referred to below) in New York, New York, the required payment shall be
made on the next succeeding day that is not a Legal Holiday as if it was made on the date such
payment was due and no interest will accrue on the amount so payable for the period from and after
such Interest Payment Date or Maturity Date, as the case may be, to such next succeeding day.
Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The
amount of interest payable for any period shorter than a full semi-annual period will be computed
based on the actual number of full days elapsed in such period. “Business Day” means any day other
than a Legal Holiday.



     This Note is one of the duly authorized series of Securities of the Company, designated as the
Company’s “6.75% Notes due 2021” (the “Notes”), initially limited to the aggregate principal amount
of $950,000,000, all issued or to be issued under and pursuant to an Indenture dated as of October
15, 1999 between the Company and Bank of New York Trust Company National Association, as trustee
(as successor in interest to Bank One Trust Company National Association), as amended and
supplemented by the First Supplemental Indenture dated as of August 19, 2004 by and between the
Company and U.S. Bank National Association, as trustee (the “Trustee”), the Second Supplemental
Indenture dated as of November 23, 2004 between the Company and the Trustee, the Third Supplemental
Indenture dated as of June 17, 2005 between the Company and the Trustee, the Fourth Supplemental
Indenture dated as of August 8, 2006



A-2









 




between the Company and the Trustee, the Fifth Supplemental Indenture dated as of May 16, 2007
between the Company and the Trustee, the Sixth Supplemental Indenture dated as of April 13, 2009
between the Company and the Trustee, the Seventh Supplemental Indenture dated as of June 8, 2011
between the Company and the Trustee, the Eighth Supplemental Indenture dated as of September 21,
2011 between the Company and the Trustee and the Ninth Supplemental Indenture dated as of October
4, 2011 between the Company and the Trustee, as such may be amended, modified or supplemented from
time to time (as so amended, modified or supplemented, the “Indenture”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders (the words “Holders” or “Holder” meaning the registered holders or registered holder of
the Notes).




     The Notes shall be redeemable at the option of the Company, at any time in whole or from time
to time in part, at a redemption price equal to the greater of (i) 100% of the principal amount of
the Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of
redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the then current Treasury Rate applicable to the Notes plus
50 basis points, plus any accrued and unpaid interest on the principal amount of the Notes being
redeemed to the redemption date.



     If money sufficient to pay the redemption price of and accrued interest on all of the Notes
(or portions thereof) to be redeemed on the redemption date is deposited with the Trustee or paying
agent on or before the redemption date and certain other conditions specified in the Indenture are
satisfied, then on and after such redemption date, interest will cease to accrue on such Notes (or
such portion thereof) called for redemption.




     As used herein:




     “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term (the “Remaining
Life”) of the Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the Notes.




     “Comparable Treasury Price” means, with respect to any redemption date, (1) the average
of the Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such quotations.




     “Independent Investment Banker” means one of the Reference Treasury Dealers that the
Company appoints to act as the Independent Investment Banker from time to time.




     “Reference Treasury Dealer” means each of Citigroup Global Markets Inc. and J.P. Morgan
Securities LLC, their respective successors, or any other firm that is a



A-3









 






primary U.S. Government securities dealer in New York City (each, a “Primary Treasury
Dealer”) that the Company specifies from time to time; provided, however, that if any of
them ceases to be a Primary Treasury Dealer, the Company will substitute another Primary
Treasury Dealer.




     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of the bid and
asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at
5:00 p.m., New York City time, on the third business day preceding such redemption date.




     “Treasury Rate” means, with respect to any redemption date, the rate per year equal to:
(i) the yield, under the heading which represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated “H.15(519)” or
any successor publication which is published weekly by the Board of Governors of the Federal
Reserve System and which establishes yields on actively traded U.S. Treasury securities
adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the Comparable Treasury Issue; provided that, if no maturity is
within three months before or after the Remaining Life of the Notes to be redeemed, yields
for the two published maturities most closely corresponding to the Comparable Treasury Issue
will be determined and the Treasury Rate will be interpolated or extrapolated from those
yields on a straight line basis, rounding to the nearest month; or (ii) if such release (or
any successor release) is not published during the week preceding the calculation date or
does not contain such yields, the rate per year equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate will be calculated on the third
Business Day preceding the redemption date.



     Notice of any redemption will be mailed not less than 15 nor more than 60 calendar days before
the redemption date to the Holder hereof at its registered address. Unless the Company defaults in
payment of the redemption price, on and after the redemption date interest will cease to accrue on
the principal amount of this Note. Neither the Company nor the Trustee shall be required to
register the transfer of or exchange the Notes to be redeemed by the Company under the terms
hereof.



     In case an Event of Default shall occur and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner, with the effect
and subject to the conditions provided in the Indenture.



     Subject to certain specified exceptions, the Indenture contains provisions permitting (i) the
Company and the Trustee, with the written consent of the Holders of a majority in principal amount
of the outstanding Securities of each series affected by a supplemental indenture (with each series
voting as a class), to enter into a supplemental indenture to add any provisions to or to change or
eliminate any provisions of the Indenture or of any supplemental indenture or to



A-4









 




modify, in certain specified instances without the consent of Holders, the rights of the
Holders of each such series, and (ii) the Holders of a majority in principal amount of the
outstanding Securities of each series affected by such waiver (with each series voting as a class),
by notice to the Trustee to waive compliance by the Company with any provision of the Indenture,
any supplemental indenture or the Securities of any such series.




     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest on this Note at the place, at the respective times, at
the rate, and in the coin or currency herein prescribed.



     No director, officer, employee or stockholder, as such, of the Company shall have any
liability for any obligations of the Company under this Note or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each Holder, by
accepting this Note, waives and releases all such liability. The waiver and release are part of the
consideration for the issue of this Note.



     The laws of the State of New York shall govern the Indenture and this Note.



     Ownership of this Note shall be proved by the register for the Notes kept by the Registrar.
The Company, the Trustee and any agent of the Company may treat the person in whose name a Note is
registered as the absolute owner thereof for all purposes.



     The indebtedness evidenced by this Note is senior and unsecured and will rank in right of
payment on parity with all other unsecured and unsubordinated obligations of the Company.



     Terms used herein without definition that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use
CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to
the accuracy of such numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers placed thereon.



     Unless the Certificate of Authentication hereon has been executed by the Trustee under the
Indenture referred to herein by the manual or facsimile signature of one of its authorized
officers, or on behalf of the Trustee by the manual or facsimile signature of an authorized officer
of the Trustee’s authenticating agent, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



A-5









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by
facsimile, and its corporate seal or a facsimile of its corporate seal to be imprinted hereon.



     Date: October 4, 2011



	 	 	 	 	 
	(SEAL) 	QWEST CORPORATION


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-6









 






	 	 	 	 	 



CERTIFICATE OF AUTHENTICATION





     This is one of the Notes of the series designated herein, issued under the Indenture described
herein.



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as 

Trustee 

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 




A-7











 





ASSIGNMENT FORM



FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



 




Please insert social security number or other identifying number of assignee:



 




Please print or type name and address (including zip code) of assignee:



 




 




 




 




the within Note and all rights thereunder, hereby irrevocably constituting and appointing
_________________ attorney to transfer said Note of Qwest Corporation on the books of Qwest
Corporation, with full power of substitution in the premises.



 




Dated: ___________________________________




     NOTICE: The signature to this assignment must correspond with the name as written upon the
face of this Note in every particular without alteration or enlargement or any change whatsoever.



A-8









 





SCHEDULE I




CHANGES TO PRINCIPAL AMOUNT OF SECURITIES EVIDENCED BY GLOBAL NOTE



The initial principal amount of Securities evidenced by this Global Note is $_______.



	 	 	 	 	 	 	 
	 	 	Principal Amount of	 	 	 	 
	 	 	Securities by which	 	 	 	 
	 	 	this Global Note is to	 	 	 	 
	 	 	be Reduced or	 	Remaining Principal	 	 
	 	 	Increased, and Reason	 	Amount of Securities	 	 
	 	 	for Reduction or	 	Represented by this	 	 
	Date	 	Increase	 	Global Note	 	Notation Made by
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 





A-9