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Exhibit 4.17  







 

[Conformed
Copy] 


 
  INDENTURE    
    


Dated as February 5, 2004  


 Among  


 QWEST COMMUNICATIONS INTERNATIONAL INC.,  


 THE GUARANTORS NAMED HEREIN  


 and  


 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

as

Trustee  


 Providing for the Issuance of  


 7.25% Senior Notes due 2011

7.50% Senior Notesdue 2014

Floating Rate Senior Notes due 2009

and

Additional Notes (as defined herein)  


 



  





CROSS-REFERENCE TABLE  



	TIA Section
 
	 	Indenture Section

	310	 	(a)(1)	 	7.10
	 	 	(a)(2)	 	7.10
	 	 	(a)(3)	 	N/A
	 	 	(a)(4)	 	N/A
	 	 	(b)	 	7.08; 7.10
	 	 	(c)	 	N/A
	311	 	(a)	 	7.11
	 	 	(b)	 	7.11
	 	 	(c)	 	N/A
	312	 	(a)	 	2.05
	 	 	(b)	 	13.03
	 	 	(c)	 	13.03
	313	 	(a)	 	7.06
	 	 	(b)(1)	 	N/A
	 	 	(b)(2)	 	7.06
	 	 	(c)	 	13.02
	 	 	(d)	 	7.06
	314	 	(a)	 	4.03
	 	 	(b)	 	11.02
	 	 	(c)(1)	 	13.04
	 	 	(c)(2)	 	13.04
	 	 	(c)(3)	 	13.04
	 	 	(d)	 	N/A
	 	 	(e)	 	13.05
	 	 	(f)	 	N/A
	315	 	(a)	 	7.01
	 	 	(b)	 	7.05
	 	 	(c)	 	7.01
	 	 	(d)	 	7.01
	 	 	(e)	 	6.11
	316	 	(a)(last sentence)	 	13.06
	 	 	(a)(1)(A)	 	6.05
	 	 	(a)(1)(B)	 	6.04
	 	 	(a)(2)	 	N/A
	 	 	(b)	 	6.07
	317	 	(a)(1)	 	6.08
	 	 	(a)(2)	 	6.09
	 	 	(b)	 	2.04, 7.12
	318	 	(a)	 	13.01





N/A
means Not Applicable 






   TABLE OF CONTENTS  



	 
	 	 
	 	Page

	 	 	ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE	 	 
	SECTION 1.01.	 	Definitions	 	1
	SECTION 1.02.	 	Other Definitions	 	23
	SECTION 1.03.	 	Incorporation by Reference of Trust Indenture Act	 	24
	SECTION 1.04.	 	Rules of Construction	 	24
	

 	
 	

ARTICLE II

THE NOTES	
 	

 
	SECTION 2.01.	 	Form and Dating	 	25
	SECTION 2.02.	 	Execution and Authentication	 	26
	SECTION 2.03.	 	Registrar, Paying Agent and Calculation Agent	 	26
	SECTION 2.04.	 	Paying Agent To Hold Money in Trust	 	27
	SECTION 2.05.	 	Noteholder Lists	 	28
	SECTION 2.06.	 	Transfer and Exchange	 	28
	SECTION 2.07.	 	Replacement Notes	 	28
	SECTION 2.08.	 	Outstanding Notes	 	29
	SECTION 2.09.	 	Temporary Notes	 	29
	SECTION 2.10.	 	Cancellation	 	29
	SECTION 2.11.	 	Defaulted Interest	 	30
	SECTION 2.12.	 	CUSIP Numbers	 	30
	SECTION 2.13.	 	Book-Entry Provisions for Global Notes	 	30
	SECTION 2.14.	 	Special Transfer Provisions	 	31
	SECTION 2.15.	 	Issuance of Additional Notes	 	32
	

 	
 	

ARTICLE III

REDEMPTION	
 	

 
	SECTION 3.01.	 	Notices to Trustee	 	33
	SECTION 3.02.	 	Selection	 	33
	SECTION 3.03.	 	Notice	 	33
	SECTION 3.04.	 	Effect of Notice of Redemption	 	34
	SECTION 3.05.	 	Deposit of Redemption Price	 	34
	SECTION 3.06.	 	Notes Redeemed in Part	 	34
	SECTION 3.07.	 	No Sinking Fund	 	34
	SECTION 3.08.	 	Asset Sale Offers	 	34
	 	 	 	 	 





i





 

	

 	
 	

ARTICLE IV

COVENANTS	
 	

 
	SECTION 4.01.	 	Payment of Notes	 	36
	SECTION 4.02.	 	Maintenance of Office or Agency	 	36
	SECTION 4.03.	 	Reports	 	36
	SECTION 4.04.	 	Taxes	 	37
	SECTION 4.05.	 	Stay, Extension and Usury Laws	 	37
	SECTION 4.06.	 	Incurrence of Indebtedness	 	37
	SECTION 4.07.	 	Restricted Payments	 	39
	SECTION 4.08.	 	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	 	40
	SECTION 4.09.	 	Asset Sales	 	41
	SECTION 4.10.	 	Transactions with Affiliates	 	43
	SECTION 4.11.	 	Change of Control	 	43
	SECTION 4.12.	 	Compliance Certificate	 	45
	SECTION 4.13.	 	Limitation on Designations of Unrestricted Subsidiaries	 	45
	SECTION 4.14.	 	Liens	 	46
	SECTION 4.15.	 	Business Activities	 	46
	SECTION 4.16.	 	Suspension and Fallaway of Covenants	 	47
	

 	
 	

ARTICLE V

SUCCESSOR COMPANY	
 	

 
	SECTION 5.01.	 	Merger, Consolidation, Etc. 	 	47
	

 	
 	

ARTICLE VI

DEFAULTS AND REMEDIES	
 	

 
	SECTION 6.01.	 	Events of Default and Remedies	 	49
	SECTION 6.02.	 	Acceleration	 	51
	SECTION 6.03.	 	Other Remedies	 	51
	SECTION 6.04.	 	Waiver of Past Defaults	 	52
	SECTION 6.05.	 	Control by Majority	 	52
	SECTION 6.06.	 	Limitation on Suits	 	52
	SECTION 6.07.	 	Rights of Holders To Receive Payment	 	52
	SECTION 6.08.	 	Collection Suit by Trustee	 	52
	SECTION 6.09.	 	Trustee May File Proofs of Claim	 	53
	SECTION 6.10.	 	Priorities	 	53
	SECTION 6.11.	 	Undertaking for Costs	 	53
	SECTION 6.12.	 	Waiver of Stay or Extension Laws	 	53
	

 	
 	

ARTICLE VII

TRUSTEE	
 	

 
	SECTION 7.01.	 	Duties of Trustee	 	53
	SECTION 7.02.	 	Rights of Trustee	 	54
	SECTION 7.03.	 	Individual Rights of Trustee	 	55
	SECTION 7.04.	 	Trustee's Disclaimer	 	56
	SECTION 7.05.	 	Notice of Defaults	 	56
	SECTION 7.06.	 	Reports by Trustee to Holders	 	56
	SECTION 7.07.	 	Compensation and Indemnity	 	56
	SECTION 7.08.	 	Replacement of Trustee	 	57
	SECTION 7.09.	 	Successor Trustee by Merger	 	58
	SECTION 7.10.	 	Eligibility; Disqualification	 	58
	SECTION 7.11.	 	Preferential Collection of Claims Against the Company	 	58
	 	 	 	 	 



ii





 

	

 	
 	

ARTICLE VIII

SUBORDINATION OF QSC GUARANTEE	
 	

 
	SECTION 8.01.	 	QSC Guarantee Subordinated to Senior Debt	 	58
	SECTION 8.02.	 	No Payment on Notes in Certain Circumstances	 	58
	SECTION 8.03.	 	Payment Over of Proceeds upon Dissolution, etc.	 	59
	SECTION 8.04.	 	Subrogation	 	60
	SECTION 8.05.	 	Obligations of QSC Unconditional	 	61
	SECTION 8.06.	 	Notice to Trustee	 	61
	SECTION 8.07.	 	Reliance on Judicial Order or Certificate of Liquidating Agent	 	62
	SECTION 8.08.	 	Trustee's Relation to Senior Debt	 	62
	SECTION 8.09.	 	Subordination Rights Not Impaired by Acts or Omissions of QSC or Holders of Senior Debt	 	62
	SECTION 8.10.	 	Holders Authorize Trustee To Effectuate Subordination of Notes	 	62
	SECTION 8.11.	 	This Article Not To Prevent Events of Default	 	62
	SECTION 8.12.	 	Trustee's Compensation Not Prejudiced	 	63
	SECTION 8.13.	 	No Waiver of Subordination Provisions	 	63
	SECTION 8.14.	 	Subordination Provisions Not Applicable to Money Held in Trust for Holders; Payments May Be Paid Prior to Dissolution	 	63
	SECTION 8.15.	 	Acceleration of Notes	 	63
	SECTION 8.16.	 	Termination of Subordination of QSC Guarantee upon Occurrence of Termination Event	 	63
	

 	
 	

ARTICLE IX

DISCHARGE OF INDENTURE; DEFEASANCE	
 	

 
	SECTION 9.01.	 	Legal Defeasance and Covenant Defeasance	 	63
	SECTION 9.02.	 	Conditions to Legal or Covenant Defeasance	 	64
	SECTION 9.03.	 	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions	 	65
	SECTION 9.04.	 	Repayment to the Company	 	66
	SECTION 9.05.	 	Reinstatement	 	66
	SECTION 9.06.	 	Satisfaction and Discharge of Indenture	 	66
	

 	
 	

ARTICLE X

AMENDMENTS	
 	

 
	SECTION 10.01.	 	Without Consent of Holders	 	67
	SECTION 10.02.	 	With Consent of Holders	 	67
	SECTION 10.03.	 	Compliance with Trust Indenture Act	 	69
	SECTION 10.04.	 	Revocation and Effect of Consents and Waivers	 	69
	SECTION 10.05.	 	Notation on or Exchange of Notes	 	69
	SECTION 10.06.	 	Trustee To Sign Amendments	 	69
	 	 	 	 	 





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ARTICLE XI

COLLATERAL DOCUMENTS	
 	

 
	SECTION 11.01.	 	Security Documents	 	69
	SECTION 11.02.	 	Recording and Opinions	 	70
	SECTION 11.03.	 	Release of Collateral upon Asset Sale	 	70
	SECTION 11.04.	 	Certificates of the Trustee	 	71
	SECTION 11.05.	 	Authorization of Actions To Be Taken by the Trustee Under the Security Documents	 	71
	SECTION 11.06.	 	Authorization of Receipt of Funds by the Trustee Under the Security Documents	 	71
	SECTION 11.07.	 	Termination of Security Interest	 	71
	SECTION 11.08.	 	Collateral Agent	 	72
	SECTION 11.09.	 	Suits to Protect the Collateral	 	72
	SECTION 11.10.	 	Powers Exercisable by Receiver or Trustee	 	72
	

 	
 	

ARTICLE XII

NOTES GUARANTEES	
 	

 
	SECTION 12.01.	 	Notes Guarantees	 	72
	SECTION 12.02.	 	Limitation on Liability; Release	 	74
	SECTION 12.03.	 	Successors and Assigns	 	74
	SECTION 12.04.	 	No Waiver	 	74
	SECTION 12.05.	 	Modification	 	74
	SECTION 12.06.	 	Evidence of Guarantee	 	74
	

 	
 	

ARTICLE XIII

MISCELLANEOUS	
 	

 
	SECTION 13.01.	 	Trust Indenture Act Controls	 	75
	SECTION 13.02.	 	Notices	 	75
	SECTION 13.03.	 	Communication by Holders with Other Holders	 	75
	SECTION 13.04.	 	Certificate and Opinion as to Conditions Precedent	 	75
	SECTION 13.05.	 	Statements Required in Certificate or Opinion	 	76
	SECTION 13.06.	 	When Notes Disregarded	 	76
	SECTION 13.07.	 	Rules by Trustee, Paying Agent and Registrar	 	76
	SECTION 13.08.	 	Legal Holidays	 	76
	SECTION 13.09.	 	GOVERNING LAW	 	76
	SECTION 13.10.	 	No Recourse Against Others	 	76
	SECTION 13.11.	 	Successors	 	77
	SECTION 13.12.	 	Multiple Originals	 	77
	SECTION 13.13.	 	Table of Contents; Headings	 	77
	SECTION 13.14.	 	Severability	 	77
	SECTION 13.15.	 	No Adverse Interpretation of Other Agreements	 	77




iv





 


	EXHIBIT A-1	 	—	 	FORM OF INITIAL FIXED RATE NOTE
	EXHIBIT A-2	 	—	 	FORM OF INITIAL FLOATING RATE NOTE
	EXHIBIT B-1	 	—	 	FORM OF EXCHANGE OR PERMANENT REGULATION S FIXED RATE NOTE
	EXHIBIT B-2	 	—	 	FORM OF EXCHANGE OR PERMANENT REGULATION S FLOATING RATE NOTE
	EXHIBIT C	 	—	 	FORM OF GUARANTEE
	EXHIBIT D	 	—	 	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFER TO INSTITUTIONAL ACCREDITED INVESTORS
	EXHIBIT E	 	—	 	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO RULE 144A
	EXHIBIT F	 	—	 	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S
	EXHIBIT G	 	—	 	FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS PURSUANT TO REGULATION S
	EXHIBIT H	 	—	 	FORM OF PLEDGE AGREEMENT




v








        INDENTURE dated as of February 5, 2004, among QWEST COMMUNICATIONS INTERNATIONAL INC., a Delaware corporation, the GUARANTORS (as defined) and J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION (the "Trustee"). 


        Each
party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (i) the Company's 7.25% Senior Notes due 2011,
Series A (the "Initial 2011 Notes"), issued on the date hereof, (ii) the Company's 7.50% Senior Notes due 2014, Series A (the
"Initial 2014 Notes"), issued on the date hereof, (iii) the Company's Floating Rate Senior Notes due 2009, Series A (the
"Initial Floating Rate Notes"), issued on the date hereof (all such Notes in clauses (i) through (iii) being referred to collectively as
the "Initial Notes"), (iv) any Additional Notes and (v) if and when issued as provided in the Registration Rights Agreement of the
Company, 7.25% Senior Notes due 2011, Series B, 7.50% Senior Notes due 2014, Series B, and Floating Rate Senior Notes due 2009, Series B, in exchange for Initial Notes of the same
maturity (collectively the "Exchange Notes" and, together with the Initial Notes and any Additional Notes, the
"Notes"). 


ARTICLE I
  DEFINITIONS AND INCORPORATION BY REFERENCE  


        SECTION 1.01. Definitions. 


        "Acquired Indebtedness" means (1) with respect to any Person that becomes a Restricted Subsidiary after the Issue Date,
Indebtedness of such Person and its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary that was not incurred in connection with, or in contemplation of, such Person becoming
a Restricted Subsidiary and (2) with respect to QSC or any of its Restricted Subsidiaries, any Indebtedness of a Person (other than QSC or its Restricted Subsidiary) existing at the time such
Person is merged with or into QSC or any of its Restricted Subsidiaries, or Indebtedness expressly assumed by QSC or any of its Restricted Subsidiaries in connection with the acquisition of an asset
or assets from another Person, which Indebtedness was not, in any case, incurred by such other Person in connection with, or in contemplation of, such merger or acquisition. 



        "Additional Interest" shall have the meaning set forth in the Registration Rights Agreement. 


        "Additional Notes" means Notes (other than the Initial Notes) issued pursuant to Article II hereof and otherwise in compliance with
the provisions of this Indenture. 


        "Additional QSC Notes" means senior subordinated secured notes of QSC issued under the Existing QSC Notes Indenture or an indenture with
substantially equivalent (other than financial) terms; provided the aggregate principal amount of Existing QSC Notes and Additional QSC Notes does not
exceed $4.0 billion (including any refinancings thereof, but exclusive of related premiums and expenses). 


        "Affiliate" of any Person means any other Person which directly or indirectly controls or is controlled by, or is under direct or indirect
common control with, the referent Person. For purposes of this definition, "control" of a Person shall mean the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. 



        "amend" means to amend, supplement, restate, amend and restate or otherwise modify; and
"amendment" shall have a correlative meaning. 


        "Asset Acquisition" means 



	(1)
	an
Investment by QSC or any of its Restricted Subsidiaries in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary of QSC, or shall be
merged with or into QSC or any of its Restricted Subsidiaries, or



	(2)
	the
acquisition by QSC or any of its Restricted Subsidiaries of all or substantially all of the assets of any other Person or any division or line of business of any other Person. 






 





        "Asset Sale" means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by QCII or any Restricted Subsidiary
to any Person other than QCII or any Restricted Subsidiary (including by means of a Sale and Leaseback Transaction or a merger or consolidation) (collectively, for purposes of this definition, a
"transfer"), in one transaction or a series of related transactions, of
any assets of QCII or any of its Restricted Subsidiaries other than in the ordinary course of business. Notwithstanding the foregoing, the following will not be Asset Sales: 



	(1)
	transfers
of cash or Cash Equivalents or any repayment of permitted intercompany Indebtedness;



	(2)
	transfers
of assets (including Equity Interests) that are governed by, and made in accordance with, Section 5.01;



	(3)
	the
creation or realization of any Lien permitted hereunder;



	(4)
	transfers
of damaged, worn-out or obsolete equipment or assets that, in QSC's reasonable judgment, are no longer used or useful in the business of QSC or its Restricted
Subsidiaries;



	(5)
	Permitted
Telecommunications Capital Asset Dispositions;



	(6)
	Restricted
Payments made pursuant to and in compliance with Section 4.07; or



	(7)
	any
transfer or series of related transfers that, but for this clause, would be Asset Sales, if after giving effect to such transfers, the aggregate Fair Market Value of the assets
transferred in such transaction or any such series of related transactions does not exceed $25.0 million. 




        "Attributable Indebtedness" when used with respect to any Sale and Leaseback Transaction means, as at the time of determination, the
present value (discounted at a rate equivalent to QSC's then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semiannual basis) of
the total obligations of the lessee for rental payments during the remaining term of the lease included in any such Sale and Leaseback Transaction. 


        "Bankruptcy Law" means Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of
debtors. 


        "Board of Directors" means, with respect to any Person, the board of directors or comparable governing body of such Person. 


        "Business Day" means a day other than a Saturday, Sunday or other day on which banking institutions in New York are authorized or required
by law to close. 


        "Calculation Agent" means the Person specified in Section 2.03 as the Calculation Agent, until a successor shall have been
appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, "Calculation Agent" shall mean or include such successor. 


        "Capitalized Lease" means a lease required to be capitalized for financial reporting purposes in accordance with GAAP. 


        "Capitalized Lease Obligation" of any Person means the obligation of such Person to pay rent or other amounts under a Capitalized Lease,
and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP. 


        "Cash Equivalents" means: 



	(1)
	marketable
obligations with a maturity of 360 days or less issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality
thereof (provided that the full faith and credit of the United States of America is pledged in support thereof); 



2





 



	(2)
	demand
and time deposits and certificates of deposit or acceptances with a maturity of 365 days or less of any financial institution that is a member of the Federal Reserve
System having combined capital and surplus and undivided profits of not less than $500 million and is assigned at least a "B" rating by Thomson Financial BankWatch;



	(3)
	commercial
paper maturing no more than 365 days from the date of creation thereof issued by a corporation that is not QSC or an Affiliate of QSC, and is organized under the
laws of any State of the United States of America or the District of Columbia and rated at least A-1 by S&P or at least P-1 by Moody's;



	(4)
	repurchase
obligations with a term of not more than ten days for underlying securities of the types described in clause (1) above entered into with any commercial
bank meeting the specifications of clause (2) above; and



	(5)
	investments
in money market or other mutual funds substantially all of whose assets comprise securities of the types described in clauses (1) through (4) above. 




        "Change of Control" means any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange
Act), other than Phillip F. Anschutz, Anschutz Company or any of their controlled affiliates, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
under the Exchange Act, except that for purposes of this clause such person or group shall be deemed to have "beneficial ownership" of all securities that any such person or group has the right to
acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of Voting Stock representing more than 50% of the voting power of the total
outstanding Voting Stock of QCII. Notwithstanding the foregoing, no "Change of Control" shall have occurred if the aforementioned ultimate beneficial owner is a corporation or other entity in which no
one person or group (each, as defined above) beneficially owns (as determined above) more than 50% of the Voting Stock of such corporation or other entity. 


        "Change of Control Triggering Event" means the occurrence of both a Change of Control and a Rating Decline. 


        "Code" means the Internal Revenue Code of 1986, as amended. 


        "Collateral" means initially, those assets of QSC pledged to secure the Existing QSC Notes on the Issue Date and such other assets as may
be required to be pledged to secure the QSC Guarantee from time to time under this Indenture or the Security and Pledge Agreement. Any asset that has been released from the Liens securing the QSC
Guarantee in accordance with Article XI shall not constitute Collateral for any purpose hereunder, including without limitation for any purpose for which the term "Collateral" is used, unless
thereafter subjected to a Lien to secure the QSC Guarantee. 


        "Collateral Agent" means the collateral agent under the Security and Pledge Agreement. 



        "Company" or "QCII" means Qwest Communications International Inc., a Delaware
corporation, and its permitted successors and assigns. 


        "Comparable Treasury Issue" means the United States Treasury security selected by a Reference Treasury Dealer appointed by the Company as
having a maturity comparable to the remaining term to maturity or the applicable redemption date 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 to maturity or the applicable redemption date of such Notes. 



        "Comparable Treasury Price" means with respect to any redemption date, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily 


3





 



statistical
release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities," or
(ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if QCII obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such Reference Treasury Dealer Quotations. 


        "Consolidated Amortization Expense" means, with respect to any Person for any period, the amortization expense of the relevant Person and
the Restricted Subsidiaries of the relevant Person for such period, determined on a consolidated basis in accordance with GAAP. 



        "Consolidated Cash Flow" means, with respect to any Person for any period, without duplication, the sum of the amounts for such period of 



	(1)
	Consolidated
Net Income of such Person, plus



	(2)
	in
each case only to the extent (and in the same proportion) deducted in determining Consolidated Net Income and with respect to the portion of Consolidated Net Income attributable to
any Restricted Subsidiary of such Person,



	(a)
	Consolidated
Income Tax Expense of such Person,



	(b)
	Consolidated
Amortization Expense (but only to the extent not included in Consolidated Interest Expense of such Person),



	(c)
	Consolidated
Depreciation Expense of such Person,



	(d)
	Consolidated
Interest Expense of such Person and its Restricted Subsidiaries,



	(e)
	all
other non-cash items reducing the Consolidated Net Income (excluding, for the period in which they are made (unless previously excluded for purposes of this
calculation), any cash payments made with respect to any non-cash charge which is an accrual of a reserve for cash charges in any future period)) of such Person for such period, and



	(f)
	other
than for purposes of calculating the Restricted Payments Basket, cash restructuring charges for actions taken prior to the Issue Date and cash charges arising from the
settlement of the Outstanding UPOs, 








in
each case determined on a consolidated basis in accordance with GAAP, minus



	(3)
	the
aggregate amount of all non-cash items (including the amortization of revenues for which cash was received in a period prior to the issuance of the Notes), determined
on a consolidated basis, to the extent such items increased Consolidated Net Income of such Person for such period, minus



	(4)
	solely
for purposes of calculating the Consolidated Leverage Ratio when incurring an item of Indebtedness pursuant to Section 4.06 (and not for any other purpose), an amount
equal to the Consolidated Interest Expense of QCII and its Subsidiaries (other than in respect of Indebtedness (including by way of guarantees) of QSC and its Subsidiaries) to the extent paid, accrued
or scheduled to be paid or accrued for the period and other cash expenses reducing Consolidated Net Income of QCII and its Subsidiaries (other than QSC and its Subsidiaries) paid or scheduled to be
paid or accrued by QCII and its Subsidiaries (but no deduction from Consolidated Cash Flow shall be made under this clause to reflect interest expense actually paid by QCII or a Subsidiary of QCII
from sources other than QCF or QSC and QSC's Restricted Subsidiaries). 



4





 





        "Consolidated Depreciation Expense" means, with respect to any Person for any period, the depreciation expense of such Person and the
Restricted Subsidiaries of such Person for such period, determined on a consolidated basis in accordance with GAAP. 


        "Consolidated Income Tax Expense" means, with respect to any Person for any period, the provision for taxes of QSC and the Restricted
Subsidiaries of such Person, determined on a consolidated basis in accordance with GAAP. 


        "Consolidated Interest Expense" means, with respect to any Person for any period, the sum, without duplication, of the total interest
expense of the relevant Person and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP and including without duplication, 



	(1)
	imputed
interest on Capitalized Lease Obligations and Attributable Indebtedness,



	(2)
	commissions,
discounts and other fees and charges owed with respect to letters of credit securing financial obligations, bankers' acceptance financing and receivables financings,



	(3)
	the
net costs associated with Hedging Obligations,



	(4)
	amortization
of debt issuance costs, debt discount or premium and other financing fees and expenses,



	(5)
	the
interest portion of any deferred payment obligations,



	(6)
	all
other non-cash interest expense,



	(7)
	capitalized
interest,



	(8)
	all
interest payable with respect to discontinued operations, and



	(9)
	all
interest on any Indebtedness of any other Person guaranteed by the relevant Person or any Restricted Subsidiary of the relevant Person. 




        "Consolidated Leverage Ratio" means, as of the date of the transaction giving rise to the need to calculate the Consolidated Leverage
Ratio (the "Transaction Date"), the ratio of (x) the total principal amount of Indebtedness (or in the case of Indebtedness issued at less than
its principal amount at maturity, the accreted value thereof) of QSC and its Restricted Subsidiaries as of the Transaction Date on a pro forma basis after giving effect to all incurrences and
repayments of Indebtedness to occur on or substantially concurrently with such Transaction Date (but excluding any Permitted Subordinated Indebtedness to the extent such Subordinated Indebtedness is
also excluded from the definition of "Consolidated Leverage Ratio" contained in the Existing QSC Notes Indenture (as in effect on the Issue Date) while the Existing QSC Notes are outstanding)
("Total Indebtedness"), determined on a consolidated basis, less the amount of cash and Cash Equivalents held by QCII, QCF and QSC and its Restricted
Subsidiaries on the Transaction Date, to (y) the Consolidated Cash Flow of QSC during the most recent four consecutive full fiscal quarters for which financial statements are available (the
"Four-Quarter Period") ending on or prior to the Transaction Date. For purposes of this definition, Total Indebtedness and Consolidated Cash
Flow shall be calculated after giving effect on a pro forma basis to: 



	(1)
	the
elimination from Total Indebtedness of any existing or future intercompany Indebtedness permitted under Section 4.06(b)(v);



	(2)
	any
Asset Sale or other disposition or Asset Acquisition (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of QSC or
any of its Restricted Subsidiaries (including any Person who becomes a Restricted Subsidiary as a result of such Asset Acquisition) incurring Indebtedness and also including any Consolidated Cash Flow
(including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act)
associated with any such Asset 



5





 


Acquisition)
occurring during the Four-Quarter Period or at any time subsequent to the last day of the Four-Quarter Period and on or prior to the Transaction Date, as if such
Asset Sale or Asset Acquisition or other disposition (including the incurrence of, or assumption or liability for, any such Indebtedness or Acquired Indebtedness) occurred on the first day of the
Four-Quarter Period; and 



	(3)
	the
Designation of an Unrestricted Subsidiary or Redesignation of a Restricted Subsidiary pursuant to Section 4.13 (as if such designation were an Asset Sale or Asset
Acquisition under clause (2) above"). 




If
QSC or any of its Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a third Person, the preceding sentence shall give effect to the incurrence of such guaranteed
Indebtedness as if QSC or such Restricted Subsidiary had directly incurred or otherwise assumed such guaranteed Indebtedness. 



        "Consolidated Net Income" means, with respect to any Person for any period, the net income (or loss) of any Person and its Restricted
Subsidiaries for such period, determined on a consolidated basis, in accordance with GAAP; provided that there shall be excluded from such net income
(to the extent otherwise included therein) without duplication: 



	(1)
	the
net income (or loss) of any Person (other than a Restricted Subsidiary of the relevant Person) in which any Person other than the relevant Person and the Restricted Subsidiaries
of the relevant Person has an ownership interest, except to the extent that cash in an amount equal to any such income has actually been received by the relevant Person or any of its Wholly Owned
Restricted Subsidiaries during such period;



	(2)
	except
to the extent included in the Consolidated Net Income of the relevant Person pursuant to the foregoing clause (1), the net income (or loss) of any Person that accrued
prior to the date that (a) such Person becomes a Restricted Subsidiary of the relevant Person or is merged into or consolidated with the relevant Person or any Restricted Subsidiary of the
relevant Person or (b) the assets of such Person are acquired by the relevant Person or any Restricted Subsidiary of the relevant Person;



	(3)
	except
for purposes of calculating Consolidated Cash Flow, the net income of any Restricted Subsidiary of the relevant Person during such period to the extent that the declaration or
payment of dividends or similar distributions by such Restricted Subsidiary of the relevant Person of that income is not permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary during such period, except that the relevant Person's equity in a net loss of any
such Restricted Subsidiary for such period shall be included in determining Consolidated Net Income;



	(4)
	for
the purposes of calculating the Restricted Payments Basket only, in the case of a successor to the relevant Person by consolidation, merger or transfer of its assets, any income
(or loss) of the successor prior to such merger, consolidation or transfer of assets;



	(5)
	other
than for purposes of calculating the Restricted Payments Basket, any gain (or loss), together with any related provision for taxes on any such gain (or the tax effect of any
such loss), realized during such period by the relevant Person or any Restricted Subsidiary of the relevant Person upon (a) the acquisition of any securities, or the extinguishment of any
Indebtedness, of the relevant Person or any Restricted Subsidiary of the relevant Person or (b) any Asset Sale by the relevant Person or any Restricted Subsidiary of the relevant Person;



	(6)
	other
than for purposes of calculating the Restricted Payments Basket, any extraordinary gain (or extraordinary loss), together with any related provision for taxes on any such
extraordinary 



6





 


gain
(or the tax effect of any such extraordinary loss), realized by the relevant Person or any Restricted Subsidiary of the relevant Person during such period; 



	(7)
	any
cost, charge or gain (including financing fees and related expenses) arising from the offering of Notes, the offering of the Existing QSC Notes and the issuance of Equity
Interests or incurrence of Indebtedness; and



	(8)
	the
effect of any non-cash gain (or loss) as a result of the impairment of goodwill as required by Statement of Financial Accounting Standards
("SFAS") No. 142 and the impairment of assets as required by SFAS 144. 




        In
addition, any return of capital with respect to an Investment that increased the Restricted Payments Basket pursuant to Section 4.07(a)(iii)(B) or decreased the amount
of Investments outstanding pursuant to clause (13) of the definition of "Permitted Investments" shall be excluded from Consolidated Net Income for purposes of calculating the Restricted
Payments Basket. 


        "Consolidated Total Assets" of any Person means the total amount of assets (less applicable reserves and other properly deductible items)
which under GAAP would be included on a consolidated balance sheet of such Person and its Subsidiaries. 


        "Credit Agreement" means the Credit Agreement dated as of February 2004 among QCII, QSC, Bank of America, N.A., as administrative
agent, and the other lenders named therein, including any notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith (including Hedging
Obligations related to the Indebtedness incurred thereunder), and in each case as amended or refinanced from time to time, including any agreement extending the maturity of, refinancing, replacing or
otherwise restructuring (including increasing the amount of borrowings or other Indebtedness outstanding or available to be borrowed thereunder) all or any portion of the Indebtedness under such
agreement, and any successor or replacement agreement or agreements with the same or any other agents, creditor, lender or group of creditors or lenders. 



        "Custodian" means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 


        "Debt Securities" means any debt securities, as such term is commonly understood, issued in any public offering or private placement and
in an outstanding principal amount of more than $100.0 million. 


        "Default" means (1) any Event of Default or (2) any event, act or condition that after notice or the passage of time or both
would be an Event of Default. 


        "Definitive Notes" means Notes that are in the form of Exhibit A-1,  Exhibit A-2, Exhibit B-1 or  Exhibit B-2 attached hereto that do not include the Global Notes Legend therein. 


        "Depository" means, with respect to the Notes issuable or issued in whole or in part in global form, the person specified in
Section 2.03 as the Depository with respect to the Notes, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter,
"Depository" shall mean or include such successor. 


        "Designated Senior Debt" means (1) Senior Debt under or in respect of the Credit Agreement or (2) in the event no amounts
are outstanding or available under the Credit Agreement, any other Indebtedness constituting Senior Debt in an aggregate amount of $100.0 million or more which, at the time of determination, is
specifically designated in the instrument evidencing such Senior Debt as "Designated Senior Debt" by QSC. 



        "Disqualified Equity Interest" of any Person means any Equity Interest of such Person that, by its terms, or by the terms of any related
agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event or the passage of time would be, required to 


7





 



be
redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or
prior to the date which is 91 days after the final maturity date of the applicable series of Notes; provided,  however, that any class of Equity
Interests of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to
the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Equity Interests that are not Disqualified Equity
Interests, and that are not convertible, puttable or exchangeable for Disqualified Equity Interests or Indebtedness, will not be deemed to be Disqualified Equity Interests so long as such Person
satisfies its obligations with respect thereto solely by the delivery of Equity Interests that are not Disqualified Equity Interests; provided,  further,
however, that any Equity Interests that would not constitute Disqualified Equity Interests but
for provisions thereof giving holders thereof (or the holders of any security into or for which such Equity Interests are convertible, exchangeable or exercisable) the right to require such Person to
redeem such Equity Interests upon the occurrence of a change in control occurring prior to the final maturity date of the Notes shall not constitute Disqualified Equity Interests if the change in
control provisions applicable to such Equity Interests are no more favorable to such holders than the provisions described under Section 4.11 and such Equity Interests specifically provides
that such Person will not redeem any such Equity Interests pursuant to such provisions prior to the Company's or QSC's purchase of the Notes as required pursuant to Section 4.11. 



        "Equity Interests" of any Person means (1) any and all shares or other equity interests (including common stock, preferred stock,
limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants or options (whether or not currently exercisable), participations or other
equivalents of or interests in (however designated) such shares or other interests in such Person. 


        "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended. 


        "Exchange Notes" has the meaning stated in the first recital of this Indenture. 


        "Exchange Offer" has the meaning set forth in the Registration Rights Agreement. 


        "Existing QSC Notes" means the 13% Senior Subordinated Notes due 2007 of QSC, the 131/2% Senior Subordinated Secured Notes
due 2010 of QSC and the 14% Senior Subordinated Secured Notes due 2014 of QSC, as the same may be amended and in effect from time to time, unless otherwise specified as in effect on a certain date. 



        "Existing QSC Notes Indenture" means the Indenture dated as of December 26, 2002, among QSC, the Guarantors named therein and J.P.
Morgan Trust Company, National Association, as successor-in-interest to Bank One Trust Company, N.A., relating to the Existing Senior Sub Notes, as the same may be amended and
in effect from time to time. 


        "Existing 2008 Note Indentures" means the Indentures dated as of November 4, 1998 and November 27, 1998,
respectively, between QCII and Bankers Trust Company relating to the Existing 2008 Notes, as the same has been amended and in effect from time to time, unless otherwise specified as in effect on a
certain date. 


        "Existing 2008 Notes" means the 7.50% Senior Notes due 2008 of QCII and the 7.25% Senior Notes due 2008 of QCII issued under the Existing
2008 Note Indentures. 


        "Fair Market Value" means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) that
would be negotiated in an arm's-length transaction for cash between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as such price
is determined in good faith by the applicable Board of 


8





 



Directors
or a duly authorized committee thereof, as evidenced by a resolution of such Board or committee. 


        "Fixed Rate Notes" means the 2011 Notes and the 2014 Notes issued under this Indenture. 


        "Floating Rate Notes" means the Floating Rate Senior Notes due 2009, Series A, and the Floating Rate Senior Notes due 2009,
Series B. 


        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession of the United States as in effect from time to time. 


        "Global Note" means a Note that is in the form of Exhibit A-1,  Exhibit A-2, Exhibit B-1 or  Exhibit B-2 hereto that includes the Global Notes Legend therein.
 


        "Global Notes Legend" means the legend set forth in the first paragraph of  Exhibit A-1 and Exhibit A-2 hereto.



        "guarantee" means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and includes any obligation, direct
or indirect, contingent or otherwise, of such Person: (1) to purchase or pay (or advance or supply funds for the purchase or payment of) Indebtedness of such other Person (whether arising by
virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm's-length terms and are
entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise); or (2) entered into for purposes of
assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part).
"guarantee," when used as a verb, and "guaranteed" have correlative meanings. 


        "Guarantors" means QSC, QCF and each other Person that is required to become a Guarantor by the terms hereof after the Issue Date, in each
case until such Person is released from its Note Guarantee. 


        "Hedging Obligations" of any Person means the obligations of such Person pursuant to (1) any interest rate swap agreement, interest
rate collar agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in interest rates, (2) agreements or arrangements designed to protect such
Person against fluctuations in foreign currency exchange rates in the conduct of its operations, or (3) any forward contract, commodity swap agreement, commodity option agreement or other
similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices, in each case entered into in the ordinary course of business for bona fide hedging purposes
and not for the purpose of speculation. 


        "Holder" or "Noteholder" means the Person in whose name a Note is registered on the
Registrar's books. 


        "Indebtedness" of any Person at any date means, without duplication: 



	(1)
	all
liabilities, contingent or otherwise, of such Person for borrowed money (whether or not the recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof);



	(2)
	all
obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; 



9





 



	(3)
	all
obligations of such Person in respect of letters of credit or other similar instruments (or reimbursement obligations with respect thereto);



	(4)
	all
obligations of such Person to pay the deferred and unpaid purchase price of property or services, except trade payables and accrued expenses incurred by such Person in the
ordinary course of business in connection with obtaining goods, materials or services;



	(5)
	the
maximum fixed redemption or repurchase price of all Disqualified Equity Interests of such Person or liquidation preference of any Preferred Stock of any Restricted Subsidiary of
such Person;



	(6)
	all
Capitalized Lease Obligations of such Person;



	(7)
	all
Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person;



	(8)
	all
Indebtedness of others guaranteed by such Person to the extent of such guarantee; provided that Indebtedness of such Person or its
Subsidiaries that is guaranteed by such Person or its Subsidiaries shall only be counted once in the calculation of the amount of Indebtedness of such Person and its Subsidiaries on a consolidated
basis;



	(9)
	all
Attributable Indebtedness;



	(10)
	to
the extent not otherwise included in this definition, Hedging Obligations of such Person; and



	(11)
	all
obligations of such Person under conditional sale or other title retention agreements relating to assets purchased by such Person. 




        The
amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above, the maximum liability of such
Person for any such contingent obligations at such date and, in the case of clause (7), the lesser of (a) the Fair Market Value of any asset subject to a Lien securing the Indebtedness
of others and (b) the amount of the Indebtedness secured. For purposes of clause (5), the principal amount of any "Indebtedness" which is in the form of Preferred Stock or Disqualified
Equity Interests shall be the greater of the maximum fixed redemption or repurchase price or liquidation preference thereof. "Indebtedness" shall not include any obligation that did not constitute
Indebtedness at the time of its incurrence but is subsequently treated as Indebtedness by reason of a change in GAAP or in the application of GAAP and shall not include the Outstanding UPOs at any
time. 


        "Indenture" means this Indenture as amended or supplemented from time to time. 


        "Independent Director" means a director of QCII who 



	(1)
	is
independent with respect to the transaction at issue;



	(2)
	does
not have any material financial interest in QCII or any of its Affiliates (other than as a result of holding securities of QCII and its Subsidiaries); and



	(3)
	has
not and whose Affiliates or affiliated firm has not, at any time during the twelve months prior to the taking of any action hereunder, directly or indirectly, received, or
entered into any understanding or agreement to receive, any material compensation, payment or other benefit, of any type or form, from QCII or any of its Affiliates, other than customary directors'
fees for serving on the Board of Directors of QCII or any committee thereof or any Affiliate and reimbursement of out-of-pocket expenses for attendance at QCII's or an
Affiliate's board and board committee meetings. 



10











   
        "Independent Financial Advisor" means an accounting, appraisal or investment banking firm of nationally recognized standing that is, in
the reasonable judgment of the Company's Board of Directors, qualified to perform the task for which it has been engaged and disinterested and independent with respect to the Company and its
Affiliates. 


        "Initial Notes" has the meaning stated in the first recital of this Indenture. 


        "Insolvency Event" means an event of the type set forth in Section 6.01(g) or (h). 


        "interest" means with respect to the Notes, interest and Additional Interest, if any, on the Notes. 


        "Investment Grade Rating" means (i) with respect to Moody's (or any successor to the rating agency business thereof), a rating
equal to or higher than Baa3 (or the equivalent), and (ii) with respect to S&P (or any successor to the rating agency business thereof), a rating equal to or higher than BBB- (or
the equivalent). 


        "Investments" of any Person means: 



	(1)
	all
direct or indirect investments by such Person in any other Person in the form of loans, advances or capital contributions or other credit extensions constituting Indebtedness of
such other Person, and any guarantee of Indebtedness of any other Person;



	(2)
	all
purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or other securities of any other Person;



	(3)
	all
other items that would be classified as investments (including purchases of assets outside the ordinary course of business) on a balance sheet of such Person prepared in
accordance with GAAP; and



	(4)
	the
Designation of any Subsidiary as an Unrestricted Subsidiary. 




Except
as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash) shall be the Fair Market Value thereof on the date such Investment is
made. The amount of Investment pursuant to clause (4) shall be the Designation Amount determined in accordance with Section 4.13. If the relevant Person or any Subsidiary of the
relevant Person sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a
Subsidiary, the relevant Person shall be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other
Investments in such Subsidiary not sold or disposed of, which amount shall be determined by the Board of Directors of QCII. The acquisition by the relevant Person or any Restricted Subsidiary of the
relevant Person of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the relevant Person or such Restricted Subsidiary in the third Person in an amount equal
to the Fair Market Value of the Investment held by the acquired Person in the third Person. Notwithstanding the foregoing, purchases or redemptions of Equity Interests of the relevant Person shall be
deemed not to be Investments. 


        "Issue Date" means the date on which the Initial Notes are issued under this Indenture. 


        "Lien" means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, lease, easement, restriction,
covenant, charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, and any lease in the nature thereof, any option or other agreement to sell, and any filing of, or agreement to give, any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction (other than cautionary filings in respect of operating leases). 


        "Moody's" means Moody's Investors Service, Inc. and its successors. 


11





 



        "Net Available Proceeds" means, with respect to any Asset Sale, the proceeds thereof in the form of cash or Cash Equivalents, net of 



	(1)
	brokerage
commissions and other fees and expenses (including fees and expenses of legal counsel, accountants and investment banks) of such Asset Sale;



	(2)
	provisions
for taxes payable as a result of such Asset Sale (after taking into account any available tax credits or deductions and any tax sharing arrangements);



	(3)
	except
in the case of Collateral, amounts required to be paid to any Person (other than QCII or any Restricted Subsidiary of QCII) owning a beneficial interest in the assets subject
to the Asset Sale or having a Lien thereon;



	(4)
	payments
of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after the date of, such Asset Sale; and



	(5)
	appropriate
amounts to be provided by QCII or any Restricted Subsidiary of QCII, as the case may be, as a reserve required in accordance with GAAP against any liabilities associated
with such Asset Sale and retained by QCII or any Restricted Subsidiary of QCII, as the case may be, after such Asset Sale, including pensions and other post employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as reflected in an Officers' Certificate delivered to the Trustee;  provided,
however, that any amounts remaining after adjustments, revaluations or liquidations of such
reserves shall constitute Net Available Proceeds. 




        "Non-Recourse Debt" means, with respect to any Person, Indebtedness of such Person: 



	(1)
	in
the case of an Unrestricted Subsidiary, as to which neither QCII nor any Restricted Subsidiary of QCII (a) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;



	(2)
	in
the case of an Unrestricted Subsidiary only, no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an
Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of QCII or any Restricted Subsidiary of QCII to declare a default on the other
Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and



	(3)
	in
the case of an Unrestricted Subsidiary only, as to which the lenders have been notified in writing that they will not have any recourse to the Equity Interests or assets of QCII or
any Restricted Subsidiary of QCII (other than the Equity Interests in the Unrestricted Subsidiary). 




        "Note Guarantee" means, in respect of any Guarantor, the unconditional guarantee by such Guarantor of the Company's Obligations
under the Notes. 


        "Notes" has the meaning stated in the first recital of this Indenture and more particularly means any Notes authenticated and delivered
under this Indenture. For all purposes of this Indenture, the term "Notes" shall include any Additional Notes and Exchange Notes to be issued and exchanged for any Initial Notes pursuant to the
Registration Rights Agreement and this Indenture. All Notes including any such Additional Notes shall vote together as one series of Notes under this Indenture. 


        "Notes Custodian" means the custodian with respect to any Global Note (as appointed by the Depository), or any successor entity thereto
covered in Section 2.03. 


        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, costs, expenses, damages and other
liabilities payable under the documentation governing any Indebtedness. 


12





 



        "Officers" means for any Person: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the
President, any Vice President, the Treasurer or the Secretary. 


        "Officers' Certificate" means a certificate signed by two Officers. 


        "Opinion of Counsel" means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to the Company or the Trustee. As to matters of fact, an Opinion of Counsel may conclusively rely on an Officers' Certificate, without any independent investigation. 


        "Pari Passu Indebtedness" means, with respect to QCII or any Guarantor, any Indebtedness of such obligor that ranks  pari passu as to payment (whether with respect to
security or Liens on Collateral) with the Notes or the Guarantees, as applicable. 


        "Permitted Collateral Liens" means, with respect to the Collateral: 



	(1)
	Liens
on the Collateral to secure Senior Debt, including Obligations under the Credit Agreement; provided that the aggregate principal
amount of Indebtedness secured under this clause (1) and under clause (10) of Permitted Liens does not exceed the amount provided for under clauses (x) and (y) of
such clause (10);



	(2)
	Liens
on the Collateral to secure the QSC Guarantee;



	(3)
	Liens
on the Collateral to secure Indebtedness (other than Subordinated Indebtedness) of QSC and related Obligations initially incurred after the Issue Date;  provided that such Liens are junior to Liens to
secure Senior Debt and equal and ratable with the Liens to secure the QSC Guarantee in the same manner
and at least to the same extent (including with respect to control rights in favor of senior lien holders) as the Liens securing the QSC Guarantee are to Senior Debt; and



	(4)
	Liens
on the Collateral to secure Permitted Subordinated Indebtedness, the QSC guaranty of the Existing 2008 Notes, the Existing QSC Notes and any Additional QSC Notes
(provided that the aggregate principal amount of Existing QSC Notes and Additional QSC Notes does not exceed $4.0 billion), and Obligations
related to the foregoing, to the extent that such Liens on the Collateral are junior and subordinate in priority to the Liens securing the Obligations in respect of the QSC Guarantee referred to in
the preceding clause (3) and Senior Debt in the same manner and at least to the same extent (including with respect to control rights in favor of senior lien holders) as the Liens
securing the QSC Guarantee and this Indenture are to the Liens securing Senior Debt. 




        "Permitted Investments" means: 



	(1)
	Investments
by QCII or any Restricted Subsidiary of QCII in (a) any Restricted Subsidiary or (b) any Person that is or will become immediately after such Investment a
Restricted Subsidiary of QSC or that will merge or consolidate into QSC or a Restricted Subsidiary of QSC;



	(2)
	Investments
in QCII by any Restricted Subsidiary of QCII and Investments by QCII in an Unrestricted Subsidiary as permitted by Section 4.15;



	(3)
	Investments
by QCII in, or Investments in the Company by, a newly formed Wholly Owned Restricted Subsidiary of QCII formed in accordance with the penultimate paragraph of
Section 5.01;



	(4)
	loans
and advances to directors, employees and officers of QCII and the Restricted Subsidiaries of QCII for bona fide business purposes and to purchase Equity Interests of the Company
not in excess of $10.0 million at any one time outstanding; 



13





 



	(5)
	Hedging
Obligations incurred pursuant to Section 4.06(b)(5);



	(6)
	Cash
Equivalents;



	(7)
	receivables
owing to QCII or any Restricted Subsidiary of QCII if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary
trade terms; provided, however, that such trade terms may include such concessionary trade terms as QCII
or any such Restricted Subsidiary of QCII deems reasonable under the circumstances;



	(8)
	Investments
in securities of trade creditors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade
creditors or customers;



	(9)
	Investments
made by QCII or any Restricted Subsidiary of QCII as a result of consideration received in connection with an Asset Sale made in compliance with Section 4.09
(except to the extent allocated to clause (13) below by the terms thereof);



	(10)
	lease,
utility and other similar deposits in the ordinary course of business;



	(11)
	Investments
made by QCII or a Restricted Subsidiary of QCII for consideration consisting only of Qualified Equity Interests of QCII;



	(12)
	stock,
obligations or securities received in settlement of debts created in the ordinary course of business and owing to QCII or any Restricted Subsidiary of QCII or in satisfaction
of judgments; and



	(13)
	other
Investments in Persons other than QCII or any of its Restricted Subsidiaries in an aggregate amount not to exceed 5% of QCII's Consolidated Total Assets at any one time
outstanding (with each Investment being valued as of the date made and without regard to subsequent changes in value). 




        The
amount of Investments outstanding at any time pursuant to clause (13) above shall be deemed to be reduced upon the disposition or repayment of or return on any Investment made
pursuant to clause (13) above, by an amount equal to the return of capital with respect to such Investment to QCII or any Restricted Subsidiary of QCII (to the extent not included in the
computation of Consolidated Net Income), less the cost of the disposition of such Investment and net of taxes. Upon a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, there
shall be deemed a return of the Investment by an amount equal to the lesser of (x) the Fair Market Value of QCII's direct or indirect Investment in such Subsidiary immediately following such
Redesignation, and (y) the aggregate amount of Investments in such Subsidiary that either increased (and did not previously decrease) the amount of Investments outstanding pursuant to
clause (13) above or reduced the Restricted Payments Basket. 


        "Permitted Junior Securities" means 



	(1)
	Equity
Interests in QSC; or



	(2)
	debt
securities provided for in a plan of reorganization under any Bankruptcy Law that are subordinated to (a) all Senior Debt and (b) any debt securities issued in
exchange for the QSC Guarantee to substantially the same extent as, or to a greater extent than, the QSC Guarantee is subordinated to Senior Debt under this Indenture. 




        "Permitted Liens" means (A) with respect to assets constituting Collateral, Permitted Collateral Liens and (B) with respect
to assets not constituting Collateral (including any assets that once constituted but no longer constitute Collateral for the QSC Guarantee), the following types of Liens: 



	(1)
	Liens
for taxes, assessments, governmental charges, levies or claims which are not yet delinquent or which are being contested in good faith by appropriate proceedings, if a reserve 



14





 


or
other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor; 



	(2)
	other
Liens incidental to the conduct of the Company's or its Restricted Subsidiaries' business or the ownership of its property and assets not securing any Indebtedness, and which do
not in the aggregate materially detract from the value of the Company's or its Restricted Subsidiaries' property or assets, or materially impair the use thereof in the operation of its business;



	(3)
	Liens,
pledges and deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of statutory obligations;



	(4)
	Liens,
pledges or deposits made to secure the performance of tenders, bids, leases, public or statutory obligations, sureties, stays, appeals, indemnities, performance or other
similar bonds and other obligations of like nature incurred in the ordinary course of business (exclusive of obligations for the payment of borrowed money);



	(5)
	zoning
restrictions, servitudes, easements, rights-of-way, restrictions and other similar charges or encumbrances incurred in the ordinary course of business
which, in the aggregate, do not materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or its Restricted
Subsidiaries;



	(6)
	Liens
arising out of judgments or awards against or other court proceedings concerning the Company or its Subsidiaries with respect to which the Company or its Subsidiaries is
prosecuting an appeal or proceeding for review and the Company or any of its Subsidiaries is maintaining adequate reserves in accordance with GAAP;



	(7)
	any
interest or title of a lessor in the property subject to any lease other than a Capitalized Lease;



	(8)
	Liens
existing on the Issue Date securing Indebtedness permitted under Section 4.06(b)(iv), and Liens securing any Refinancing Indebtedness of such Indebtedness;  provided that such Liens do not extend to
any additional assets (other than improvements thereon or replacements thereof);



	(9)
	Liens
securing treasury management arrangements or other cash management services as described under Section 4.06(b)(iii);



	(10)
	Liens
on assets of QSC securing an aggregate principal amount of Indebtedness (other than Subordinated Indebtedness) and related Obligations outstanding at any time, including under
the Credit Agreement, not to exceed the greater of (x) $2.50 billion and (y) the maximum amount of Indebtedness, determined at the time of incurrence of the relevant Lien under
this clause (10) after giving effect thereto and to the use of proceeds of the Indebtedness to be secured, that may be incurred without exceeding a Senior Leverage Ratio of QSC of
2.90:1.0 (it being understood that monetary obligations not constituting Indebtedness shall not be included in this calculation but shall nonetheless be permitted to be secured);  provided that the
aggregate principal amount of Indebtedness secured under this clause (10) and under clause (1) of
Permitted Collateral Liens does not exceed the amount provided for in the preceding clauses (x) and (y);



	(11)
	Liens
in favor of the Company or a Guarantor;



	(12)
	Liens
on the assets of a Restricted Subsidiary of QSC other than assets constituting or required to be pledged as Collateral and Liens on assets of Subsidiaries of QCII other than
QCF and QSC and its Restricted Subsidiaries; 



15





 



	(13)
	Liens
on Equity Interests in QCF and QSC previously pledged to secure the Existing 2008 Notes and the Existing QSC Notes and related Obligations and any Additional QSC Notes issued
after the Issue Date such that the aggregate principal amount of Existing QSC Notes and Additional QSC Notes would not exceed $4.0 billion; and



	(14)
	Liens
on Equity Interests of any Restricted Subsidiary held by QSC securing Indebtedness of QSC incurred in compliance with this Indenture that is incurred to finance the acquisition
of the relevant Restricted Subsidiary; provided that no material assets of any other Restricted Subsidiary are at the time held by the relevant
Restricted Subsidiary. 




        "Permitted Subordinated Indebtedness" means Subordinated Indebtedness of QSC (other than the Existing QSC Notes and any Additional QSC
Notes); provided that such new Subordinated Indebtedness (1) is subordinated to Senior Debt, the Notes and any Pari Passu Indebtedness in the
same manner and at least to the same extent as set forth herein and (2) matures no earlier than the seventh anniversary of the Issue Date. 


        "Permitted Telecommunications Capital Asset Disposition" means the transfer, conveyance, sale, lease or other disposition of a capital
asset that is a Telecommunications Asset (including fiber, conduit and related equipment) (i) the proceeds of which are treated as revenues by QCII in accordance with GAAP and (ii) that,
in the case of the sale of fiber, would not result in QCII and its Restricted Subsidiaries retaining less than 24 fibers per route mile on any segment of QCII's and its Restricted Subsidiaries'
network. 


        "Person" means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated
association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity of any kind. 



        "Pledge Agreement" means the Security and Pledge Agreement, between QSC and the Collateral Agent dated as of the Issue Date, as amended,
modified or supplemented from time to time in accordance with the terms hereof and thereof. 


        "Preferred Stock" means with respect to any Person, any and all preferred or preference stock or other equity interests (however
designated) of such Person whether now outstanding or issued after the Issue Date. 


        "Primary Treasury Dealer" means a primary U.S. Government Obligations dealer in The City of New York. 



        "principal" means, with respect to the Notes, the principal of and premium, if any, on the Notes. 


        "Purchase Money Indebtedness" means Indebtedness, including Capitalized Lease Obligations, of QSC or any of its Restricted Subsidiaries
incurred after the Issue Date for the purpose of financing all or any part of the cost of the construction, installation, acquisition or improvement by QSC or any of its Restricted Subsidiaries of any
new Telecommunications Assets constructed, installed, acquired or improved after the 270th day prior to the Issue Date; provided, however, that
(1) the amount of such Indebtedness shall not exceed such purchase price or cost, and (2) such Indebtedness shall be incurred within 270 days of such acquisition of such asset by
QSC or such Restricted Subsidiary or such construction, installation, acquisition or improvement and the proceeds of such Indebtedness shall be expended for such purposes within such
270-day period. 


        "QCC" means Qwest Communications Corporation, a Delaware corporation, and its permitted successors and assigns. 


        "QCF" means Qwest Capital Funding, Inc., a Colorado corporation, and its permitted successors and assigns. 


        "QCF Guarantee" means the guarantee by QCF of the Notes. 


16





 



        "QCII" means Qwest Communications International Inc., a Delaware corporation, and its permitted successors and assigns. 



        "QCII Ratio" means (a) the ratio of (A) the aggregate consolidated principal amount of Indebtedness of QCII outstanding as
of the most recent available quarterly or annual balance sheet date, after giving pro forma effect to the incurrence of such Indebtedness and the
incurrence of any other Indebtedness incurred or repaid since the balance sheet date and the receipt and application of the proceeds thereof, to (B) Consolidated Cash Flow (but determined by
reference to QCII and its Restricted Subsidiaries, rather than QSC and its Restricted Subsidiaries) for the four fiscal quarters preceding the incurrence of such Indebtedness for which consolidated
financial statements are available, and (b) QCII's Consolidated Capital Ratio (as defined in the Existing 2008 Note Indentures, as in effect at the original issuance date of the Existing
QSC Notes) as of the most recent available quarterly or annual balance sheet date, after giving pro forma effect to the incurrence of such Indebtedness
and the incurrence of any other Indebtedness incurred or repaid since the balance sheet date and the receipt and application of the proceeds thereof. The QCII Ratio will be satisfied and QCII will be
considered as permitted to incur $1.00 of Indebtedness if either (1) the ratio in the preceding clause (a) is less than 5.0:1.0 or (2) the ratio in the preceding
clause (b) is less than 2.0:1.0. 


        "QSC Guarantee" means the guarantee by QSC of the Notes. 


        "Qualified Equity Interests" means Equity Interests of QCII other than Disqualified Equity Interests;  provided that such Equity Interests shall not be deemed Qualified
Equity Interests to the extent sold or owed to a Subsidiary of QCII or financed,
directly or indirectly, using funds (1) borrowed from QCII or any Subsidiary of QCII until and to the extent such borrowing is repaid or (2) contributed, extended, guaranteed or advanced
by QCII or any Subsidiary of QCII (including, without limitation, in respect of any employee stock ownership or benefit plan). 



        "Qualified Senior Debt" means Senior Debt other than Senior Debt incurred to finance the acquisition of the relevant Restricted Subsidiary
whose Equity Interests are to be pledged; provided that no material assets of any other Restricted Subsidiary are at any time held by the relevant
Restricted Subsidiary. 


        "Qwest Corporation" means Qwest Corporation, a Colorado corporation, and its successors. 


        "Rating Agencies" means Moody's and S&P. 



        "Rating Category" means (i) with respect to S&P, any of the following categories: BB, B, CCC, CC, C and D (or equivalent successor
categories); (ii) with respect to Moody's, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (iii) the equivalent of any such category of
S&P or Moody's used by another Rating Agency. In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories (+ and - for S&P; 1, 2 and 3
for Moody's; or the equivalent gradations for another Rating Agency) shall be taken into account (e.g., with respect to S&P, a decline in a rating from
BB+ to BB, as well as from BB to B+, will constitute a decrease of one gradation). 



        "Rating Date" means the date which is 90 days prior to the earlier of (x) a Change of Control and (y) public notice
of the occurrence of a Change of Control or of the intention by QCII to effect a Change of Control. 


        "Rating Decline" means the decrease (as compared with the Rating Date) by one or more gradations (including gradations within Rating
Categories as well as between Rating Categories) of the rating of the Notes by both Rating Agencies on or within six months after the date of public notice of the occurrence of a Change of
Control or of the intention by QCII to effect a Change of Control (which period shall be extended for so long as the rating of the Notes is under publicly announced consideration for possible
downgrade by any of the Rating Agencies). 


17





 



        "redeem" means to redeem, repurchase, purchase, defease, retire, discharge or otherwise acquire or retire for value; and
"redemption" shall have a correlative meaning; provided that this definition shall not apply for
purposes of Section 3.07. 


        "Redesignation" has the meaning given to such term in Section 4.13. 


        "Reference Treasury Dealer" means each of Banc of America Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
UBS Warburg LLC and their respective successors or any of their affiliates; provided, however, that if
any of the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer. 


        "Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Company, 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 Company by such
Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date. 


        "refinance" means to refinance, repay, prepay, replace, renew or refund. 



        "Refinancing Indebtedness" means, without duplication for any other incurrence of Indebtedness (of any type), Indebtedness (of any type)
of QSC or any of its Restricted Subsidiaries issued in exchange for, or the proceeds of which are in an amount which is to be used within the next 365 days to redeem or refinance in whole or in
part, any Indebtedness (of any type) of QSC or any of its Restricted
Subsidiaries (the "Refinanced Indebtedness") in a principal amount not in excess of the principal amount of the Refinanced Indebtedness so repaid or
amended (or, if such Refinancing Indebtedness refinances Indebtedness under a revolving credit facility or other agreement providing a commitment for subsequent borrowings, with a maximum commitment
not to exceed the maximum commitment under such revolving credit facility or other agreement); provided that: 



	(1)
	if
the Refinanced Indebtedness was Subordinated Indebtedness, then such Refinancing Indebtedness, by its terms, is Subordinated Indebtedness (other than if the Refinanced Indebtedness
is Existing QSC Notes and any Additional QSC Notes) and such Refinancing Indebtedness is the obligation of the same Person as that of the Refinanced Indebtedness or is otherwise Subordinated
Indebtedness;



	(2)
	the
Refinancing Indebtedness is scheduled to mature either (a) no earlier than the Refinanced Indebtedness being repaid or amended or (b) after the maturity date of the
Notes; and



	(3)
	the
portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the Notes has a Weighted Average Life to Maturity at the time such
Refinancing Indebtedness is incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness being repaid that is scheduled to mature on or
prior to the maturity date of the Notes. 




        "Registration Rights Agreement" means (i) with respect to the Initial Notes issued on the date hereof, the Registration Rights
Agreement dated February 2004, among the Company, the Guarantors and the other parties named on the signature pages thereof, as such agreement may be amended, modified, or supplemented
from time to time in accordance with the terms thereof and (ii) with respect to any Additional Notes, one or more registration rights agreements among the Company, the Guarantors and the other
parties thereto, as such agreements may be amended, modified or supplemented from time to time, relating to the rights given by the Company to the purchasers of Additional Notes to register such
Additional Notes under the Securities Act. 


        "Representative" means any agent or representative in respect of any Designated Senior Debt;  provided that if, and for so long as, any Designated Senior Debt lacks such
representative, then the 


18





 



Representative
for such Designated Senior Debt shall at all times constitute the holders of a majority in outstanding principal amount of such Designated Senior Debt. 


        "Restricted Notes Legend" means the legend set forth in the second paragraph of  Exhibit A-1 and Exhibit A-2
hereto. 



        "Restricted Payment" means any of the following: 



	(1)
	the
declaration or payment of any dividend or any other distribution on Equity Interests of QCII or any Restricted Subsidiary of QCII or any payment made to the direct or indirect
holders (in their capacities as such) of Equity Interests of QCII or any Restricted Subsidiary of QCII, excluding (a) dividends or distributions payable solely in Qualified Equity Interests and
(b) in the case of Restricted Subsidiaries of QCII, dividends or distributions payable to QCII or to a Restricted Subsidiary and pro rata dividends or distributions payable to minority
stockholders of any Restricted Subsidiary;



	(2)
	the
purchase, retirement, redemption or other acquisition for value of any Equity Interests of QCII or any Restricted Subsidiary of QCII, but excluding any such Equity Interests held
by QCII or any Restricted Subsidiary;



	(3)
	any
Investment other than a Permitted Investment; or



	(4)
	any
purchase, retirement, redemption or other acquisition for value prior to the date which is 365 days prior to any scheduled maturity, scheduled repayment of principal or
sinking fund payment, as the case may be, in respect of Subordinated Indebtedness. 




        "Restricted Subsidiary" means any Subsidiary of QSC or the Company, as the case may be, other than an Unrestricted Subsidiary. 


        "Sale and Leaseback Transaction" means any arrangement with any Person providing for the leasing to the Company or any Restricted
Subsidiary of any real or tangible personal property (except for leases between or among the Company and any of the Restricted Subsidiaries), which property has been or is to be sold or transferred by
the Company or such Restricted Subsidiary to such Person in contemplation of such leasing. 



        "S&P" means Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc., and its
successors. 


        "SEC" means the U.S. Securities and Exchange Commission. 


        "Secretary's Certificate" means a certificate signed by the Secretary of the Company. 


        "Securities Act" means the U.S. Securities Act of 1933, as amended. 


        "Security Documents" means, collectively, 



	(1)
	the
Pledge Agreement relating to the Collateral; and



	(2)
	all
security agreements, mortgages, deeds of trust, pledges, collateral assignments and other agreements or instruments evidencing or creating any security in favor of the Trustee or
the Collateral Agent in any or all of the Collateral, in each case as amended from time to time in accordance with their terms. 




        "Senior Debt" means the principal of, premium, if any, interest (including any interest accruing subsequent to (or that would accrue but
for) the filing of a petition of bankruptcy at the rate provided 


19





 



for
in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable law) on, and all other amounts owing in respect of: 



	(1)
	all
monetary obligations of QSC of every nature under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal and interest,
reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof);



	(2)
	all
monetary obligations of QSC of every nature under, or with respect to, any other Indebtedness (other than obligations in respect of Subordinated Indebtedness), including, without
limitation, obligations to pay principal and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and



	(3)
	all
monetary obligations of QSC in respect of treasury management arrangements or other cash management services performed by lenders (or their affiliates) under the Credit Agreement
or any other credit facility in an aggregate amount at any time outstanding not to exceed $350.0 million; 




in
each case whether outstanding on the Issue Date or thereafter incurred; provided, that the aggregate principal amount of Senior Debt outstanding at
any time under clause (2), after taking account of clause (1), shall not result in the principal amount of Senior Debt under clause (1) and (2) exceeding the greater
of (x) $2.5 billion or (y) the maximum amount, determined at the time of incurrence of the relevant Indebtedness sought to be designated as Senior Debt and after giving effect
thereto and the use of proceeds therefrom, that may be incurred without exceeding a Senior Leverage Ratio of 2.90:1.00 (it being understood that monetary obligations not constituting Indebtedness
shall not be included in the calculation of this amount but shall nonetheless constitute "Senior Debt"). The foregoing amounts shall be determined only at the time of incurrence of the relevant
Indebtedness. 


        In
addition, without limiting the foregoing, "Senior Debt" shall include all Hedging Obligations in respect of the Credit Agreement and any other Senior Debt. 



        Notwithstanding
the foregoing, "Senior Debt" shall not include: 



	(1)
	any
Indebtedness of QSC to QCII or any of its Subsidiaries;



	(2)
	Indebtedness
to, or guaranteed on behalf of, any director, officer or employee of QCII or any of its Subsidiaries (including, without limitation, amounts owed for compensation);



	(3)
	obligations
to trade creditors;



	(4)
	Indebtedness
represented by Disqualified Equity Interests or Preferred Stock of any Person;



	(5)
	any
liability for taxes owed or owing by QSC;



	(6)
	that
portion of any Indebtedness incurred in violation of Section 4.06 or the Senior Leverage Ratio (but, as to any such obligation, no such violation shall be deemed to exist
for purposes of this clause (6) if the holder(s) of such obligation or their representative shall have received an Officers' Certificate of the Company to the effect that the incurrence
of such Indebtedness does not (or, in the case of revolving credit indebtedness, that the incurrence of the entire committed amount thereof at the date on which the initial borrowing thereunder is
made would not) violate such provisions of the Indenture);



	(7)
	Indebtedness
which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to QSC;



	(8)
	any
Indebtedness represented by the Existing QSC Notes or any other Senior Subordinated Notes issued under the Existing QSC Notes Indenture and QSC's guarantee of the Existing 2008
Notes; 



20











  



	(9)
	any
Indebtedness that is secured by a Lien on Collateral that does not rank prior to the Lien on the Collateral securing the Notes; and



	(10)
	any
Indebtedness (other than Indebtedness secured by any of the Collateral and possessing a priority senior to the QSC Notes) of QSC which is, by its express terms, subordinated in
right of payment to any other Indebtedness of QSC (but excluding in any event Indebtedness described in clause (1) of the definition of "Senior Debt"; it being understood that the mere
subordination of liens on Collateral to secure Indebtedness which would otherwise constitute Senior Debt is not disqualifying under this clause (10)). 




        "Senior Leverage Ratio" means shall mean the Consolidated Leverage Ratio with the following adjustments: clause (x) of the
definition of Consolidated Leverage Ratio shall only include, without duplication, Senior Debt (prior to a Termination Event), Indebtedness of QSC that has a Lien on any of the Collateral that ranks
prior to the Lien on the Collateral securing the QSC Guarantee, Indebtedness of a Restricted Subsidiary of QSC and Indebtedness secured by any asset of QSC (other than Collateral);  provided that cash
and Cash Equivalents shall not be offset against any Indebtedness. 


        "Significant Subsidiary" means (1) any Restricted Subsidiary that would be a "significant subsidiary" as defined in
Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on the Issue Date and (2) any Restricted Subsidiary that, when aggregated with all
other Restricted Subsidiaries that are not otherwise Significant Subsidiaries and as to which any event described in clause (g) or (h) under Section 6.01 has occurred and
is continuing, would constitute a Significant Subsidiary under clause (1) of this definition. 


        "Start Date" means March 31, 1997. 


        "Subordinated Indebtedness" means (1) Indebtedness of the Company, the Guarantors or any Restricted Subsidiary that is subordinated
in right of payment to the Notes or the Note Guarantees, as applicable, and (2) any other Indebtedness of QCII and its Subsidiaries (other than the Company and its Restricted
Subsidiaries) that is an Obligation solely of a Person or Persons other than the Company and its Restricted Subsidiaries. 


        "Subsidiary" means, with respect to any Person, (i) any corporation, limited liability company, association or other business
entity of which more than 50% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof
is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (ii) any partnership
(a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or of one or
more Subsidiaries of such Person (or any combination thereof). Unless otherwise specified, "Subsidiary" refers to a Subsidiary of QCII or QSC, as the
context requires. 


        "tax" shall mean any tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and any other
liabilities related thereto). 



        "Telecommunications Assets" means all assets, rights (contractual or otherwise) and properties, whether tangible or intangible, used or
intended for use in connection with a Telecommunications Business. 


        "Telecommunications Business" means the business of (i) transmitting, or providing services relating to the transmission of, voice,
data or video through owned or leased transmission facilities, (ii) constructing, creating, developing or marketing communications related network equipment, software and other devices for use
in a telecommunications business or (iii) any other activity or opportunity that is in any manner related to those identified in (i) or (ii) above as determined in good faith by
the Board of Directors of QCII (which determination shall be conclusive). 


21





 



        "Termination Event" means the delivery by QSC, at its option, of a written notice to the Trustee certifying that (i) no Default or
Event of Default has occurred and is continuing and (ii) all Liens on the Collateral securing the Existing QSC Notes have been released and discharged pursuant to the Existing QSC Notes
Indenture and all Liens on the Collateral securing any other Pari Passu Indebtedness (other than Indebtedness secured by a Lien that would be permitted by, and incurred under,
clause (10) of the definition of "Permitted Liens") or Subordinated Indebtedness have also been so released and discharged or are being
released and discharged simultaneously. 


        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of
this Indenture, unless as stated in Section 10.03 hereof. 


        "Transfer" means to sell, assign, transfer, lease (other than pursuant to an operating lease entered into in the ordinary course of
business), convey or otherwise dispose of, including by sale and leaseback transaction, consolidation, merger, liquidation, dissolution or otherwise, in one transaction or a series of related
transactions. 


        "Transfer Restricted Notes" means Notes that bear or are required to bear the Restricted Notes Legend. 


        "Treasury Rate" means with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming 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. 



        "Trust Officer" means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including
any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed
by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject
and who shall have direct responsibility for the administration of this Indenture. 



        "Trustee" means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor. 


        "2011 Notes" means the 7.25% Senior Notes due 2011, Series A, and the 7.25% Senior Notes due 2011, Series B. 


        "2014 Notes" means the 7.50% Senior Notes due 2014, Series A, and the 7.50% Senior Notes due 2014, Series B. 



        "Uniform Commercial Code" means the New York Uniform Commercial Code as in effect from time to time. 


        "Unrestricted Subsidiary" means (1) any Subsidiary that at the time of determination shall be designated an Unrestricted
Subsidiary by the Board of Directors of QCII in the manner provided in Section 4.13 and (2) any Subsidiary of an Unrestricted Subsidiary. 


        "U.S. Government Obligation" means direct non-callable obligations of, or obligations guaranteed by, the United States of
America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged. 


        "Voting Stock" with respect to any Person, means securities of any class of Equity Interests of such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock or other relevant equity interest has voting power by reason of any contingency) to vote in the election of members of the Board of
Directors of such Person. 


22





 



        "Weighted Average Life to Maturity", when applied to any Indebtedness at any date, means the number of years obtained by dividing
(i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including
payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such
payment, by (ii) the then outstanding principal amount of such Indebtedness. 


        "Wholly Owned Restricted Subsidiary" means a Restricted Subsidiary of which 100% of the Equity Interests (except for directors' qualifying
shares or certain minority interests owned by other Persons solely due to local law requirements that there be more than one stockholder, but which interest is not in excess of what is required for
such purpose) are owned directly by QCII or through one or more Wholly Owned Restricted Subsidiaries. 


        SECTION
1.02. Other Definitions. 



	Term
 
	 	Defined in Section

	"Accredited Investors"	 	2.01(b)
	"Affected Covenants"	 	4.16(a)
	"Affiliate Transaction"	 	4.10
	"Agent Members"	 	2.13(a)
	"Asset Sale Offer"	 	4.09
	"Change of Control Offer"	 	4.11
	"Change of Control Payment"	 	4.11
	"Covenant Defeasance"	 	9.01(c)
	"CUSIP"	 	2.12
	"Debt Instrument"	 	6.01(a)(5)
	"Defeasance Trust Payment"	 	8.02
	"Designation"	 	4.13
	"Designation Amount	 	4.13
	"DTC"	 	2.03
	"Event of Default"	 	6.01
	"Excess Proceeds"	 	4.09
	"Guaranteed Obligations"	 	12.01
	"IAI Global Note"	 	2.01(b)
	"IAIs"	 	2.01(b)
	"incur"	 	4.06(a)
	"Indemnified Party"	 	7.07
	"Legal Defeasance"	 	9.01(b)
	"Legal Holiday"	 	13.08
	"Leverage Ratio Exception"	 	4.06(a)
	"Offer Amount"	 	3.08
	"Offer Period"	 	3.08
	"outstanding"	 	8.01(b)
	"Outstanding UPOs"	 	4.06(b)(ix)
	"Paying Agent"	 	2.03
	"Payment Blockage Notice"	 	8.02
	"Permanent Regulation S Global Note"	 	2.01
	"Permitted Indebtedness"	 	4.06(b)
	"Physical Notes"	 	2.01(c)
	"protected purchaser"	 	2.07
	"Purchase Date"	 	3.08
	"QIBs"	 	2.01(b)
	 	 	 






23





 

	"QIB Global Note"	 	2.01(b)
	"qualified institutional buyers"	 	2.01(b)
	"Redesignation	 	4.13
	"Registrar"	 	2.03
	"Regulation S"	 	2.01(b)
	"Regulation S Global Note"	 	2.01(b)
	"Released Interests"	 	11.03
	"Restricted Payments"	 	4.07(a)
	"Restricted Payments Basket"	 	4.047a)(3)
	"Revocation"	 	4.13
	"Rule 144A"	 	2.01(b)
	"SEC Reports"	 	4.03
	"Successor"	 	5.01
	"Suspension Period"	 	4.16
	"Temporary Regulation S Global Note"	 	2.01(b)
	"Trustee"	 	9.03
	"U.S. Global Notes"	 	2.01(b)






        SECTION
1.03. Incorporation by Reference of Trust Indenture Act. This Indenture is subject to the mandatory provisions of the TIA, which
are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings: 


        "Commission"
means the SEC. 


        "indenture
securities" means the Notes. 


        "indenture
security holder" means a Noteholder. 


        "indenture
to be qualified" means this Indenture. 


        "indenture
trustee" or "institutional trustee" means the Trustee. 


        "obligor"
on the Notes means the Company and any other obligor on the Notes. 


        All
other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such
definitions. 


        SECTION
1.04. Rules of Construction. Unless the context otherwise requires: 



	(1)
	a
term has the meaning assigned to it;



	(2)
	an
accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;



	(3)
	"or"
is not exclusive;



	(4)
	"including"
means including without limitation;



	(5)
	words
in the singular include the plural and words in the plural include the singular;



	(6)
	unsecured
Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;



	(7)
	the
principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the
Company dated such date prepared in accordance with GAAP and accretion of principal on such security shall not be deemed to be the incurrence of Indebtedness; 



24





 



	(8)
	the
principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory
repurchase price with respect to such Preferred Stock, whichever is greater; and



	(9)
	references
to sections of or rules under the Securities Act will be deemed to include substitute, replacement or successor sections or rules adopted by the Commission
from time to time. 



ARTICLE II
  THE NOTES  


        SECTION 2.01. Form and Dating. (a) The Initial Notes issued on the date hereof and the Trustee's
certificate of authentication shall be substantially in the form of Exhibit A-1 or  Exhibit A-2, as applicable, which is hereby incorporated in
and expressly made a part of this Indenture, and as otherwise provided in
this Article II. The Exchange Notes and the Trustee's certificate of authentication shall be substantially in the form of  Exhibit B-1 or Exhibit B-2, as applicable, each of which is hereby
incorporated in and expressly made a part of this Indenture, and as otherwise provided in this Article II. Any Additional Notes shall be issued in the form of either
(i) Exhibit A-1 or Exhibit A-2, as applicable, if such
Note is a Transfer Restricted Note, or (ii) Exhibit B-1 or  Exhibit B-2, as applicable, if such Note is not a Transfer Restricted
Note. The Notes (including the Note Guarantee)
may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company or any Guarantor is subject, if any, or usage. Each Note shall be dated the
date of its authentication. The terms of the Notes set forth in Exhibit A-1,  Exhibit A-2, Exhibit B-1 and  Exhibit B-2 are part of the terms of this Indenture. The Notes shall be issuable only in registered form without coupons and only in
denominations of $1,000 and integral multiples thereof. 


        (b)   The
Initial Notes are being issued by the Company only (i) to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act
("Rule 144A")) ("QIBs") and (ii) in reliance on Regulation S under the Securities
Act ("Regulation S"). After such initial offers, Initial Notes that are Transfer Restricted Notes may be transferred to, among others, QIBS, in
reliance on Rule 144A or Regulation D, and to institutional "Accredited Investors" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act
("IAI"s), in accordance with certain transfer restrictions. Initial Notes that are offered in reliance on Rule 144A shall be issued initially in
the form of one or more permanent Global Notes substantially in the form set forth in Exhibit A-1 or  Exhibit A-2, as applicable (collectively,
the "QIB Global Note") deposited with the
Trustee, as Notes Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. In connection with any transfer following the Issue Date pursuant to
Section 2.14(a), upon receipt of a Company order, the Trustee shall authenticate in accordance with Section 2.02, one or more permanent Global Notes substantially in the form set forth
in Exhibit A-1 or Exhibit A-2, as applicable (collectively, the
"IAI Global Note" and, together with the QIB Global Note, the "U.S. Global Notes"). Initial Notes that
are offered in offshore transactions in reliance on Regulation S shall be issued initially in the form of one or more temporary Global Notes substantially in the form set forth in  Exhibit A (collectively, the "Temporary Regulation S Global Note") deposited with the
Trustee, as Notes Custodian, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after March 17, 2004, upon receipt by the Trustee and the
Company of a certificate substantially in the form of Exhibit G hereto, one or more permanent Global Notes substantially in the form set forth in  Exhibit B-1 or Exhibit B-2, as applicable (collectively, the
"Permanent Regulation S Global Note"; and together with the Temporary Regulation S Global Note, the
"Regulation S Global Note") duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the
Trustee, as Notes Custodian. The QIB Global Note, the IAI Global Note, the Regulation S Global Note and, if applicable, the IAI Global Note, shall each be issued with separate CUSIP
numbers. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments 


25





 



made
on the records of the Trustee, as Notes Custodian. Transfers of Initial Notes between QIBs and IAIs and to or by purchasers pursuant to Regulation S shall be represented by appropriate
increases and decreases to the respective amounts of the appropriate Global Notes, as more fully provided in Section 2.14. 


        (c)   Initial
Notes offered other than as described in the preceding two paragraphs, if any, shall be issued in the form of permanent certificated Notes in registered form in
substantially the form set forth in Exhibit A-1or Exhibit A-2, as
applicable, attached hereto without the Global Notes Legend (the "Physical Notes"). 



        SECTION
2.02. Execution and Authentication. One or more Officers of the Company shall sign the Notes by manual or facsimile signature. 


        If
an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless. 


        A
Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence
that the Note has been authenticated under this Indenture. 


        The
Trustee shall authenticate and make available for delivery upon a written order of the Company signed by two of its Officers (1) Initial 2011 Notes for original issue on the
date hereof in an aggregate principal amount of $525,000,000; (2) Initial 2014 Notes for original issue on the date hereof in an aggregate principal amount of $500,000,000; (3) Initial
Floating Rate Notes for original issue on the date hereof in an aggregate principal amount of $750,000,000; (4) Additional Notes in an unlimited aggregate principal amount subject to compliance
with Section 4.06; and (5) Exchange Notes for issue only in a registered Exchange Offer pursuant to the Registration Rights Agreement and for a like principal amount of Initial Notes of
the same maturity exchanged pursuant thereto. Such order shall specify the amount of Notes of each maturity to be authenticated, the date on which the original issue of Notes of each maturity is to be
authenticated and whether the Notes of each maturity are to be Initial Notes, Additional Notes or Exchange Notes and whether such Notes are to be Fixed Rate Notes or Floating Rate Notes. 


        The
Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust
Officer of the Trustee, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do
so. After any such appointment, each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar,
Paying Agent or agent for service of notices and demands. 


        SECTION
2.03. Registrar, Paying Agent and Calculation Agent. The Company shall maintain an office or agency in the Borough of Manhattan,
The City of New York, where Notes may be presented for registration of transfer or for exchange (the "Registrar") and an office or agency where Notes
may be presented for payment (the "Paying Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may
have one or more co-registrars and one or more additional paying agents. The term "Paying Agent" includes any additional paying agent. In addition, the Company shall appoint a Calculation
Agent to determine the interest rate on the Floating Rate Notes as provided in paragraph 1 of Exhibit A-2. Neither the Company
nor any of its Affiliates may serve as Calculation Agent. 


        The
Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain
any such required office or agency or shall fail to furnish the Trustee with the address thereof, such 


26





 



presentations,
surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 13.02. 


        The
Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations. The Company will give prompt notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 



        The
Company initially designates the Corporate Trust Office of the Trustee specified in Section 13.02 as such office of the Company in accordance with this Section 2.03. 


        The
Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Calculation Agent or co-registrar not a party to this Indenture, which shall
incorporate the terms of the TIA. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such
agent. If the Company fails to maintain a Registrar, Paying Agent or Calculation Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to
Section 7.07. The Company may act as Paying Agent, Registrar, co-registrar or transfer agent. 


        The
Company initially appoints the Trustee as Registrar, Paying Agent and Calculation Agent in connection with the Notes. 


        The
Company initially appoints The Depository Trust Company ("DTC") to act as Depository with respect to the Global Notes, and the Trustee
shall initially be the Notes Custodian with respect to the Global Notes. 


        The
Company may remove any Registrar, Paying Agent or Calculation Agent upon written notice to such Registrar, Paying Agent or Calculation Agent and to the Trustee,  provided that no such removal shall
become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate
agreement entered into by the Company and such successor Registrar, Paying Agent or Calculation Agent, as the case may be, and delivered to the Trustee or (2) notification to the Trustee that
the Trustee shall serve as Registrar, Paying Agent or Calculation Agent until the appointment of a successor in accordance with clause (1) above. The Registrar, Paying Agent or
Calculation Agent may resign at any time upon not less than three Business Days' prior written notice to the Company;  provided, however, that the Trustee
may resign as Paying Agent, Registrar or Calculation Agent only if
the Trustee also resigns as Trustee in accordance with Section 7.08. 


        SECTION
2.04. Paying Agent To Hold Money in Trust. Prior to 10:00 a.m. on each due date of the principal and interest on any Note,
the Company shall deposit with the Paying Agent (or if the Company is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such
principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of
Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee in writing of any default by the Company in making
any such payment within one Business Day thereof. If the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any
time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no
further liability for the money delivered to the Trustee. 


        Any
money deposited with any Paying Agent or then held by the Company in trust for the payment of principal or interest on any Note and remaining unclaimed for two years
after such principal and interest has become due and payable shall be paid to the Company at its request, or, if then held by the Company, shall be discharged from such trust; and the Noteholders
shall thereafter, as general unsecured creditors, look only to the Company for payment thereof, and all liability of the 


27





 



Paying
Agent with respect to such money, and all liability of the Company as trustee thereof, shall thereupon cease. 


        SECTION
2.05. Noteholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Noteholders and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish, or cause the
Registrar to furnish, to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as
of such date as the Trustee may reasonably require of the names and addresses of Noteholders and the Company shall otherwise comply with TIA § 312(a). 


        SECTION
2.06. Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a
Note for registration of transfer. When a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the
transfer as requested if the requirements of Section 8-401 of the Uniform Commercial Code or any successor provisions thereto are met. When a Note is presented to the
Registrar or a co-registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same
requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's or co-registrar's
request. The Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The
Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion
thereof not to be redeemed) or transfers or exchanges of any Notes for a period of 15 days before a selection of Notes to be redeemed. 


        Prior
to the due presentation for registration of transfer of any Note, the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem
and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of, principal of and accrued and unpaid interest and
Additional Interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the
Registrar or any co-registrar shall be affected by notice to the contrary. 


        Any
Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a
book-entry system maintained by (i) the Holder of such Global Note (or its agent) or (ii) any holder of such beneficial interest, and that ownership of a beneficial
interest in such Global Note shall be required to be reflected in a book entry. 


        All
Notes issued upon any transfer or exchange pursuant to this Section 2.06 will evidence the same debt and will be entitled to the same benefits under this Indenture as the
Notes surrendered upon such transfer or exchange. 


        The
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with
respect to any transfer of any interest in any Note (including any transfers between or among Persons who have accounts with the Depository or beneficial owners of interests in any Global Note) other
than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to
examine the same to determine substantial compliance as to form with the express requirements hereof. 


        SECTION
2.07. Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that
the Note has been lost, destroyed or wrongfully taken, the Company shall 


28





 



issue
and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code (or any successor provision thereto) are met,
such that the Holder (i) satisfies the Company or the Trustee within a reasonable time after he has notice of such loss, destruction or wrongful taking and the Registrar does not register a
transfer prior to receiving such notification, (ii) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in
Section 8-303 of the Uniform Commercial Code (or any successor provision thereto) (a "protected purchaser") and
(iii) satisfies any other reasonable requirements of the Trustee and the Company including evidence of the destruction, loss or theft of the Note. Such Holder shall furnish an indemnity bond
sufficient in the judgment of the Trustee to protect the Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a
Note is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Note including the payment of a sum sufficient to cover any tax or other
governmental charge that may be required. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its
discretion may pay such Note instead of issuing a new Note in replacement thereof. 


        Every
replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes
duly issued hereunder. 


        The
provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
lost, destroyed or wrongfully taken Notes. 


        SECTION
2.08. Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it,
those delivered to it for cancellation and those described in this Section 2.08 as not outstanding. A Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note. 


        If
a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced
Note is held by a protected purchaser. 


        If
the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on
that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Noteholders on that date
pursuant to
the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue. 


        SECTION
2.09. Temporary Notes. Until Definitive Notes and Global Notes are ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without
unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes and deliver them in exchange for temporary Notes upon surrender of such temporary Notes at the office
or agency of the Company, without charge to the Holder. 


        SECTION
2.10. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment or cancellation and deliver canceled Notes to the Company in accordance with the Trustee's customary procedures. The Company may not issue new Notes to replace Notes it has
redeemed, paid or delivered to the Trustee for cancellation. 


29





 



The
Trustee shall not authenticate Notes in place of canceled Notes other than pursuant to the terms of this Indenture. 


        SECTION
2.11. Defaulted Interest. If the Company defaults in a payment of interest on the Notes, the Company shall pay the defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Company may pay the defaulted interest to the persons who are Noteholders on a subsequent special
record date. The Company shall fix or cause to be fixed any such special record date and payment date to the reasonable satisfaction of the Trustee and shall promptly mail or cause to be mailed to
each Noteholder a notice that states the special record date, the payment date and the amount of defaulted interest to be paid. 


        The
Company may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements (if applicable) of any securities exchange on which the Notes may
be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this paragraph, such manner of payment
shall be deemed practicable by the Trustee. 


        SECTION
2.12. CUSIP Numbers. The Company in issuing the Notes may use "CUSIP" numbers (if then generally in use) and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided, however, that
any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be
placed only on the other identification numbers printed
on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in "CUSIP" numbers. 


        SECTION
2.13. Book-Entry Provisions for Global Notes. (a) Each Global Note initially shall (i) be
registered in the name of the Depository for such Global Note or the nominee of such Depository and (ii) be delivered to the Trustee as the initial Notes Custodian for such Depository.
Beneficial interests in Global Notes may be held indirectly through members of or participants in ("Agent Members") the Depository. 



        Agent
Members shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as Notes Custodian, or under 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 such 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 shall impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any
Note. 


        (b)   Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in a Global Note may be transferred in accordance with the rules and procedures of the Depository (and Agent Member, if applicable) and the
provisions of Section 2.14. The Trustee shall register the transfer of Physical Notes to all beneficial owners in exchange for their beneficial interests in a Global Note if
(i) the Depository notifies the Company that it is unwilling or unable to continue as Depository for such Global Note or the Depository ceases to be a clearing agency registered under
the Exchange Act, at a time when the Depository is required to be so registered in order to act as Depository, and in each case a successor Depository is not appointed by the Company within
90 days of such notice, (ii) the Company executes and delivers to the Trustee and Registrar an Officers' Certificate stating that such Global Note shall be so exchangeable or
(iii) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depository to permit such transfers. Except in procedures under Section 2.14,
Restricted Global Notes shall only be exchanged for Physical Notes bearing the Restricted Notes Legend, and, in connection with any exchange of Global Notes for Physical Notes, the Trustee may request
certificates or other evidence from the Holder thereof prior to exchange necessary to evidence compliance with this Article II. 


30







   
        Notwithstanding the previous sentence, in no event shall Physical Notes be delivered to investors who purchased Notes in reliance on Regulation S prior to (i) the day that
is forty days after the Issue Date with respect to such Notes and (ii) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
Securities Act. 


        (c)   The
registered holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through
Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. 


        SECTION
2.14. Special Transfer Provisions. Unless and until a Transfer Restricted Note is transferred or exchanged under an
effective registration statement under the Securities Act, the following provisions shall apply: 



        (a)   Transfers to Non-QIB IAIs. The following provisions shall apply with respect to the registration of any
proposed transfer of a Transfer Restricted Note to any IAI that is not a QIB (other than pursuant to Regulation S): 



        (i)    The
Registrar shall register the transfer of any Transfer Restricted Note by a Holder if (x) the requested transfer is (1) at least two years
after the later of (A) the Issue Date with respect to such Transfer Restricted Note and (B) the date such Transfer Restricted Note was acquired from an affiliate of the
Company and (2) at least three months after the last date such Holder was an affiliate of the Company or (y) the proposed transferor has delivered to the Registrar a letter
substantially in the form set forth in Exhibit D hereto. 


        (ii)   If
the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of a beneficial interest in the QIB Global
Note or the Regulation S Global Note, upon receipt by the Registrar of (x) the letter, if any, required by paragraph (i) above and (y) instructions given in
accordance with the Depository's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the IAI Global
Note in an amount equal to the principal amount of the beneficial interest in the QIB Global Note or the Regulation S Global Note to be so transferred and the Registrar shall
reflect on its books and records the date and an appropriate decrease in the principal amount of such QIB Global Note or Regulation S Global Note. 




        (b)   Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of a
Transfer Restricted Note to a QIB (other than pursuant to Regulation S): 



        (i)    The
Registrar shall register the transfer of a Transfer Restricted Note by a Holder if (x) the requested transfer is (1) at least two years after
the later of (A) the Issue Date with respect to such Transfer Restricted Note and (B) the date such Transfer Restricted Note was acquired from an affiliate of the Company
and (2) at least three months after the last date such Holder was an affiliate of the Company or (y) such transfer is being made by a proposed transferor who has provided the
Registrar with a letter substantially in the form set forth in Exhibit E hereto. 



        (ii)   If
the proposed transferee is an Agent Member and the Transfer Restricted Note to be transferred consists of an interest in the IAI Global Note or the
Regulation S Global Note, upon receipt by the Registrar of (x) the letter, if any, required by paragraph (i) above and (y) instructions given in accordance with the
Depository's and the Registrar's procedures therefor, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the QIB Global Note in an amount
equal to the principal amount of the beneficial interest in the IAI Global Note or the Regulation S Global Note to be so transferred, and the Registrar shall reflect on its books
and records the date and an 




31





 





appropriate
decrease in the principal amount of such IAI Global Note or Regulation S Global Note. 




        (c)   Transfers Pursuant to Regulation S. The Registrar shall register the transfer of any Permanent Regulation S
Global Note without requiring any additional certification. The following provisions shall apply with respect to registration of any proposed transfer of a Transfer Restricted
Note pursuant to Regulation S: 



        (i)    The
Registrar shall register any proposed transfer of a Transfer Restricted Note by a Holder if (x) the requested transfer is at least two years
after the Issue Date with respect to such Transfer Restricted Note and at least three months after the last date such Holder was an affiliate of the Company or (y) upon receipt of
a letter substantially in the form set forth in Exhibit F hereto from the proposed transferor. 


        (ii)   If
the proposed transferee is an Agent Member holding a beneficial interest in a U.S. Global Note, upon receipt by the Registrar of (x) the letter, if any,
required by paragraph (i) above and (y) instructions in accordance with the Depository's and the Registrar's procedures therefor, the Registrar shall reflect on its books and
records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the beneficial interest in such U.S. Global
Note to be transferred, and the Registrar shall reflect on its books and records the date and an appropriate decrease in the principal amount of the applicable U.S. Global Note. 




        (d)   Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing the Restricted Notes Legend, the
Registrar shall deliver Notes that do not bear the Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing the Restricted Notes Legend, the Registrar shall deliver only
Notes that bear the Restricted Notes Legend unless either (i) the circumstances contemplated by paragraph (a)(i)(x), (b)(i)(x) or (c)(i)(x) of this Section exist or
(ii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the Securities Act. 


        (e)   General. By its acceptance of any Note bearing the Restricted Notes Legend, each Holder of such a
Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Restricted Notes Legend and agrees that it shall transfer such Note only as provided in
this Indenture. 




        The
Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.14. The Company shall have the right to inspect and
make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar. 



        SECTION
2.15. Issuance of Additional Notes. The Company shall be entitled to issue Additional Notes under this Indenture that shall have
identical terms as the Initial Notes, other than with respect to the date of issuance, issue price, interest rate, amount of interest payable on the first interest payment date applicable thereto,
maturity date and dates and premiums for optional redemption (and, if such Additional Notes shall be issued in the form of Transfer Restricted Notes, other than with respect to transfer restrictions;
a Registration Rights Agreement and Additional Interest with respect thereto); provided that such issuance is not prohibited by Section 4.06. The
Initial Notes and any Additional Notes and all Exchange Notes shall be treated as a single class for all purposes under this Indenture. 


32





 



        With
respect to any Additional Notes, the Company shall set forth in a resolution of its Board of Directors and in an Officers' Certificate, a copy of each of which shall be delivered to
the Trustee, the following information: 



        (1)   the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; 



        (2)   the
issue price, the issue date, the CUSIP number of such Additional Notes, the first interest payment date and the amount of interest payable on such first interest
payment date applicable thereto and the date from which interest shall accrue; and 


        (3)   whether
such Additional Notes shall be Transfer Restricted Notes. 



ARTICLE III
  REDEMPTION  


        SECTION 3.01. Notices to Trustee. If the Company elects to redeem any of the Notes pursuant to paragraph 5
of the Notes, it shall notify the Trustee in writing of the redemption date, the principal amount of Notes to be redeemed and the paragraph of the Notes pursuant to which the redemption will occur. 


        The
Company shall give each notice to the Trustee provided for in this Section at least 60 days before the redemption date unless the Trustee consents to a shorter period. Such
notice shall be accompanied by an Officers' Certificate to the effect that such redemption will comply with the conditions herein. If fewer than all of the Notes of a particular maturity are to be
redeemed, the record date relating to such redemption shall be selected by the Company and given to the Trustee, which record date shall be not fewer than 15 days after the date of notice to
the Trustee. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. 


        SECTION
3.02. Selection. If less than all of the Notes of a particular maturity are to be redeemed at any time, selection of such Notes
for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or, if such Notes are not so
listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate;  provided that no Notes of $1,000 or less shall be
redeemed in part and any redemption related to equity proceeds of such Notes shall be  pro rata. If any Note is to be redeemed in part only, the notice of redemption that relates to such
Note shall state the portion of the
principal amount of such Note to be redeemed. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption so long as the Company has
deposited with the Paying Agent funds in satisfaction of the redemption price (including accrued and unpaid interest on the Notes to be redeemed) pursuant to the terms of this Indenture. 


        SECTION
3.03. Notice. Notices of redemption shall be mailed by first-class mail at least 30 but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at its registered address. Notices of redemption may not be conditional. The Trustee shall notify the Company promptly of the Notes or portions
of Notes to be redeemed. 


        The
notice shall identify the Notes to be redeemed and shall state: 



        (1)   the
redemption date; 


        (2)   the
redemption price; 


        (3)   the
name and address of the Paying Agent; 


        (4)   that
Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; 



33





 




        (5)   if
fewer than all the outstanding Notes of a particular maturity are to be redeemed, the certificate numbers and principal amounts of the particular Notes to be
redeemed; 


        (6)   that,
unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture,
interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the redemption date; 


        (7)   the
paragraph of the Notes and/or section of this Indenture pursuant to which the Notes called for redemption are being redeemed; 


        (8)   the
CUSIP number, if any, printed on the Notes being redeemed; and 



        (9)   that
no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. 




        At
the Company's request (which may be revoked at any time in writing prior to the time at which the Trustee shall have given such notice to the Holders), the Trustee shall give the
notice of redemption in
the Company's name and at the Company's expense. In such event, the Company shall provide the Trustee with the information required by this Section. 


        SECTION
3.04. Effect of Notice of Redemption. Once notice of redemption is mailed, Notes called for redemption become due and payable on
the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest
and Additional Interest, if any, to the redemption date; provided that if the redemption date is after a regular record date and on or prior to the
interest payment date, the accrued interest shall be payable to the Noteholder of the redeemed Notes registered on the relevant record date. If mailed in the manner required herein, the notice shall
be conclusively presumed to have been given whether or not the Holder receives such notice. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice
to any other Holder. 


        SECTION
3.05. Deposit of Redemption Price. Prior to 10:00 a.m. on the redemption date, the Company shall deposit with the Paying
Agent (or, if the Company is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest and Additional Interest, if any, on all Notes to
be redeemed on the redemption date other than Notes or portions of Notes called for redemption that have been delivered by the Company to the Trustee for cancellation. The Trustee or the Paying Agent
will promptly return to the Company any money deposited with the Trustee or Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of and accrued
interest and Additional Interest, if any, on all Notes to be redeemed or purchased. 



        SECTION
3.06. Notes Redeemed in Part. Upon surrender of a Note of a particular maturity that is redeemed in part, the Company shall
execute and the Trustee shall authenticate for the Holder (at the Company's expense) a new Note of the same maturity equal in principal amount to the unredeemed portion of the Note surrendered. 


        SECTION
3.07. No Sinking Fund. There shall be no sinking fund for the payment of principal on the Notes to the Noteholders. 


        SECTION
3.08. Asset Sale Offers. In the event that the Company or QSC shall be required to commence an offer to all Holders to purchase
Notes pursuant to an Asset Sale Offer under Section 4.09 hereof, the Company or QSC shall follow the procedures specified in this Section 3.08: 


        The
Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness specified in Section 4.09. The Asset Sale Offer will remain open for a period of at least
20 Business Days 


34





 



following
its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the "Offer
Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company will
apply all Excess Proceeds (the "Offer Amount") to purchase the principal amount of Notes of each maturity required to be purchased as contemplated by
clause (h) below and such other Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all
Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. 



        If
the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, and Additional Interest, if any, will be
paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset
Sale Offer. 


        Upon
the commencement of an Asset Sale Offer, the Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice will
contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: 



        (a)   that
the Asset Sale Offer is being made pursuant to this Section 3.08 and Section 4.09 hereof and the length of time the Asset Sale Offer will remain open; 


        (b)   the
Offer Amount, the purchase price and the Purchase Date; 


        (c)   that
any Note not tendered or accepted for payment will continue to accrue interest; 


        (d)   that,
unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the
Purchase Date; 


        (e)   that
Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in integral multiples of $1,000 only; 


        (f)    that
Holders electing to have a Note purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled "Option of Holder
to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, a Depository, if appointed by the Company, or a Paying Agent at the
address specified in the notice at least three days before the Purchase Date; 



        (g)   that
Holders will be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased; 


        (h)   that
subject to Section 4.09, if the aggregate principal amount of Notes of a particular maturity and other Pari Passu Indebtedness surrendered by Holders exceeds
the Offer Amount, the Company will select the Notes of a particular maturity and other Pari Passu Indebtedness to be purchased on a pro rata basis based
on the principal amount of Notes of each maturity and such other Pari Passu Indebtedness surrendered (with such adjustments as may be deemed appropriate
by the Company so that only Notes in denominations of $1,000, or integral multiples thereof, will be purchased); and 


        (i)    that
subject to Section 4.09, Holders whose Notes were purchased only in part will be issued new Notes of the same maturity equal in principal amount to the
unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). 



35





 





        On
or before the Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver to the Trustee an
Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the
Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price
of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon written request from the Company will authenticate
and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed
or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Asset Sale Offer on the Purchase Date. 



        Other
than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01
through 3.06 hereof. 


ARTICLE IV
  COVENANTS  


        SECTION 4.01. Payment of Notes. The Company shall promptly pay the principal of and interest on the Notes on the
dates and in the manner provided in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent (but only if other
than the Company) holds by 11:00 a.m., New York City time, in accordance with this Indenture available funds sufficient to pay all principal and interest then due and the Trustee or the Paying
Agent, as the case may be, is not prohibited from paying such money to the Noteholders on that date pursuant to the terms of this Indenture. 


        The
Company shall pay interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of interest at the same rate to the
extent lawful. 


        SECTION
4.02. Maintenance of Office or Agency. The Company shall maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and
where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 


        The
Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation or rescission will in any
manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company shall give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 


        The
Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof. 



        SECTION
4.03. Reports. (a) To the extent permitted by the Exchange Act, QCII shall file with the SEC, and simultaneously provide to
the Trustee and the Holders, annual, quarterly and current reports and all other information, documents and reports that QCII is required to file with the SEC pursuant 


36





 



to
Sections 13 and 15(d) of the Exchange Act ("SEC Reports"). In the event QCII is not permitted or able to file such reports, documents and
information with the SEC, QCII will provide substantially similar information to the Trustee and the Holders, as if QCII were subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act. QCII also shall comply with the other provisions of TIA § 314(a). 


        (b)   In
addition to the delivery of reports, documents and information required by subsection (a) above, QCII will publish information in the SEC Reports
relating to the Consolidated Leverage Ratio and/or the Senior Leverage Ratio for any quarterly period in which Consolidated Cash Flow of QSC would be materially different from that of QCII and the
Leverage Ratio Exception or Senior Leverage Ratio, as applicable, was relied upon for any action during such period. At the time QCII is required to file the SEC Reports with the Trustee, QCII will
furnish copies of such SEC Reports to Holders of the Notes who request such SEC Reports in writing. 


        (c)   For
so long as any Notes remain outstanding, unless QCII is subject to Section 13 or 15(d) of the Exchange Act, QCII will furnish to the Holders and to
securities analysts and prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 


        SECTION
4.04. Taxes. The Company shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material
taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes. 


        SECTION
4.05. Stay, Extension and Usury Laws. The Company and each of its Restricted Subsidiaries covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at
any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of its Restricted Subsidiaries (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted. 


        SECTION
4.06. Incurrence of Indebtedness. (a) QSC shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness;  provided that QSC or any of its
Restricted Subsidiaries may incur additional Indebtedness if, after giving effect thereto, the Consolidated Leverage
Ratio would be a positive number that is less than 3.50 to 1.00 (the "Leverage Ratio Exception"). In addition, QCII shall not, and shall not permit any
of its Restricted Subsidiaries (other than QSC and its Restricted Subsidiaries) to, incur any Indebtedness, unless the QCII Ratio is satisfied; provided
that QCII and its Restricted Subsidiaries (other than QSC and its Restricted Subsidiaries) shall be permitted to refinance any Indebtedness of QCII or any of its Restricted Subsidiaries to incur
Indebtedness that would otherwise constitute Permitted Indebtedness. 


        (b)   The
provisions of Section 4.06(a) will not apply to the incurrence by QSC or any of its Restricted Subsidiaries of any of the following items of
Indebtedness (collectively, "Permitted Indebtedness"): 



        (i)    Indebtedness
under the Credit Agreement or otherwise; providedthat the aggregate principal amount at any time outstanding
pursuant to this clause (i) shall not exceed $2.0 billion; 


        (ii)   Indebtedness
under any credit facility or other Indebtedness in an aggregate principal amount at any time outstanding not to exceed $750.0 million; 



37





 




        (iii)  Indebtedness
in respect of treasury management arrangements or other cash management services provided by lenders (or their affiliates) under the Credit Agreement or
any other credit facility in an aggregate principal amount at any time outstanding not to exceed $350.0 million; 



        (iv)  (a) Indebtedness
of QSC and its Restricted Subsidiaries to the extent outstanding on the Issue Date (other than Indebtedness referred to in clauses (i),
(ii) and (iii) above, clause (v) below and the Existing QSC Notes) and (b) up to $4.0 billion in aggregate principal amount of Existing QSC Notes and
Additional QSC Notes (including any refinancings thereof under clause (xi) below) and (c) the 2011 Notes, the 2014 Notes and the Floating Rate Notes in an aggregate principal amount not
to exceed $1.775 billion and the Note Guarantees; 


        (v)   Indebtedness
of QSC owed to a Restricted Subsidiary of QSC and Indebtedness of any Restricted Subsidiary of QSC owed to QSC or any other Restricted Subsidiary of QSC;  provided that upon any such Restricted
Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than QSC or
any of its Restricted Subsidiaries, QSC or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (v); and Indebtedness of QSC or
any of its Restricted Subsidiaries owed to QCII or QCF as of the Issue Date and any other such Indebtedness owed to QCII or QCF incurred in the ordinary course of business
and consistent with past practice; provided that upon any disposition of QCF by QCII or such Indebtedness being owed to any Person other than QCII, QCF
or QSC or any Restricted Subsidiary of QSC, the relevant obligor shall be deemed to have incurred Indebtedness not permitted by this clause (v); 


        (vi)  Indebtedness
under Hedging Obligations; provided that (a) such Hedging Obligations relate to payment obligations
on Indebtedness otherwise permitted to be incurred by this Section 4.06, and (b) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the
principal amount of the Indebtedness to which such Hedging Obligations relate; 


        (vii) Indebtedness
in respect of bid, performance or surety bonds or letters of credit issued for the account of QSC or any of its Restricted Subsidiaries in the ordinary
course of business, including guarantees or obligations of QSC or any of its Restricted Subsidiaries with respect to letters of credit supporting such bid, performance or surety obligations (in each
case other than for an obligation for money borrowed); 


        (viii)   Purchase
Money Indebtedness incurred by QSC or any of its Restricted Subsidiaries; 


        (ix)  Indebtedness
of QSC or any Restricted Subsidiary in an aggregate principal amount not to exceed $750.0 million so long as the net proceeds thereof do not exceed
the cash consideration paid to retire unconditional purchase obligations of QCC and QCII outstanding on the Issue Date ("Outstanding UPOs");  provided that
such Indebtedness has no scheduled payments of principal greater than the scheduled payments with respect to the replaced Outstanding UPOs
as in effect on the Issue Date; 


        (x)   Permitted
Subordinated Indebtedness; 


        (xi)  Refinancing
Indebtedness of QSC or any of its Restricted Subsidiaries with respect to Indebtedness incurred (a) pursuant to the Leverage Ratio Exception,
(b) under clauses (iv), (viii), (ix) and (x) above or (c) during any Suspension Period; and 


        (xii) Indebtedness
of QSC or any Restricted Subsidiary of QSC in an aggregate amount not to exceed $1.625 billion at any time outstanding. 




        For
purposes of determining compliance with this Section 4.06, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted
Indebtedness described in clauses (i) through (xii) above (but excluding Indebtedness incurred pursuant to the Leverage Ratio 


38





 

Exception),
the Company shall, in its sole discretion, classify or later reclassify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of
Indebtedness described, except that (1) Indebtedness of the type referred to in clause (iii) above outstanding as of the Issue Date shall be deemed to have been incurred under
clause (iii) above, and (2) Indebtedness to the extent outstanding on the Issue Date (other than Indebtedness referred to in clause (1) above) or otherwise referred
to in clause (iv) shall be deemed to have been incurred under clause (iv) above. 


        SECTION
4.07. Restricted Payments. (a) The Company shall not, and shall not permit any Restricted Subsidiary of QCII to, directly
or indirectly, make any Restricted Payment if at the time of such Restricted Payment: 



        (i)    a
Default shall have occurred and be continuing or shall occur as a consequence thereof; 


        (ii)   QSC
cannot incur $1.00 of additional Indebtedness pursuant to the Leverage Ratio Exception; or 


        (iii)  the
amount of such Restricted Payment, when added to the aggregate amount of all other Restricted Payments made after the Issue Date (other than Restricted Payments
made pursuant to clauses (iii), (iv), (v) and (vi) of clause (b) below), exceeds the sum (the "Restricted Payments Basket")
of (without duplication): 



        (A)  the
difference between (i) 100% of cumulative Consolidated Cash Flow of QCII for the period (taken as one accounting period) commencing on January 1, 2004
to and including the last day of the fiscal quarter ended immediately prior to the date of such calculation for which consolidated financial statements are available (the
"Measurement Period") (or, if such cumulative Consolidated Cash Flow shall be negative, minus 100% of such negative amount), and (ii) 140% of
cumulative Consolidated Interest Expense of QCII for the Measurement Period, plus


        (B)  in
the case of the disposition or repayment of or return on any Investment that was treated as a Restricted Payment made after the Issue Date, an amount (to the extent
not included in the computation of Consolidated Cash Flow of QCII) equal to the lesser of (i) the return of capital with respect to such Investment and (ii) the amount of such Investment
that was treated as a Restricted Payment, in either case, less the cost of the disposition of such Investment and net of taxes, plus



        (C)  upon
a Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the lesser of (i) the Fair Market Value of QSC's direct or indirect interest in
such Subsidiary immediately following such Redesignation, and (ii) the aggregate amount of QSC's Investments in such Subsidiary to the extent such Investments reduced the Restricted Payments
Basket and were not previously repaid or otherwise reduced. 





        (b)   The
provisions of Section 4.07(a) shall not prohibit any of the following: 



        (i)    the
payment of any dividend within 60 days after the date of declaration thereof, if on the date of declaration the payment would have complied with the
provisions of this Indenture; 


        (ii)   the
payment of dividends on Disqualified Equity Interests permitted to be incurred under Section 4.06 and the other terms of this Indenture; 


        (iii)  to
the extent constituting a Restricted Payment, the redemption or repayment of Subordinated Indebtedness in exchange for, or out of the proceeds of, the incurrence of
other Subordinated Indebtedness otherwise permitted to be incurred under the other terms of this Indenture within 365 days prior to such redemption or repayment; 



39





 




        (iv)  payments
made pursuant to and in accordance with stock or other benefit plans for management employed by QCII and its Subsidiaries so long as such plans are for the
benefit of a broad range of management and other employees generally; 



        (v)   so
long as QCII could incur $1.00 of Indebtedness pursuant to the second sentence of Section 4.06(a), QCII or a Restricted Subsidiary of QCII may make Restricted
Payments under this clause (v) that, when taken together with all Restricted Payments made after January 1, 2003 (other than Restricted Payments made after the Issue Date under
another provision of this Section 4.07), do not exceed the sum of (i) 100% of the aggregate net cash proceeds received as capital contributions by QCII or from the issuance of Qualified
Equity Interests of QCII on or after the Start Date and (ii) the aggregate amount by which Indebtedness of QCII has been converted into Qualified Equity Interests (other than by a Subsidiary of
QCII) after the Start Date (in each case to the extent such cash proceeds received after the Issue Date are not used to fund an Investment in an Unrestricted Subsidiary contemplated by the proviso to
the first sentence of Section 4.15); and 


        (vi)  to
the extent constituting a Restricted Payment, the refinancing of the Existing QSC Notes and any Additional QSC Notes (including any associated expenses or premiums)
otherwise permitted to be incurred under the terms of this Indenture; 




provided that, in the case of any Restricted Payment pursuant to clause (ii), (iii), (v) or (vi) above, no Default shall have
occurred and be continuing or occur as a consequence thereof. 


        SECTION
4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. QSC shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on its ability or the ability of
any of its Restricted Subsidiaries to: (a) pay dividends or make any other distributions on or in respect of its Equity Interests, (b) make loans or advances or pay any Indebtedness or
other obligation owed to the Company or any Restricted Subsidiary or (c) transfer any of its assets to the Company or any Restricted Subsidiary, except for such encumbrances or restrictions
existing under or by reason of: 



        (i)    applicable
law; 


        (ii)   this
Indenture, the Notes and the Note Guarantees; 


        (iii)  non-assignment
provisions of any contract or any lease entered into in the ordinary course of business; 


        (iv)  agreements
existing on the Issue Date (including, without limitation, the Credit Agreement and the Existing QSC Notes) as in effect on that date or any encumbrances or
restrictions not more materially restrictive than the Credit Agreement as in effect on the Issue Date; 



        (v)   restrictions
on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien; 


        (vi)  restrictions
on the transfer of assets imposed under any agreement to sell such assets permitted under this Indenture to any Person pending the closing of such sale; 


        (vii) any
instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than
the Person or the properties or assets of the Person so acquired; 


        (viii)   any
customary encumbrance or restriction applicable to QSC or a Restricted Subsidiary that is contained in an agreement or instrument governing
Indebtedness incurred under Section 4.06; 



40







  



        (ix)  customary
provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements
entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; 



        (x)   Purchase
Money Indebtedness incurred in compliance with Section 4.06 that impose restrictions of the nature described in clause (c) above on the
assets acquired; and 


        (xi)  any
encumbrances or restrictions imposed by any amendments or refinancings of the contracts, instruments or obligations referred to in clauses (i) through
(x) above; provided that such amendments or refinancings are, in the good faith judgment of QCII's Board of Directors, no more materially
restrictive with respect to such encumbrances and restrictions than those prior to such amendment or refinancing. 




        SECTION
4.09. Asset Sales. (a) QCII shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly,
consummate any Asset Sale unless: 



        (i)    QCII
or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets included in such Asset
Sale; 


        (ii)   at
least 75% of the total consideration received in such Asset Sale consists of cash or Cash Equivalents; and 



        (iii)  if
such Asset Sale involves Collateral, it complies with all applicable provisions of this Indenture, and all consideration in any form representing proceeds that
would constitute Collateral shall be expressly made subject to a Lien securing the Notes, subject to Permitted Collateral Liens. 




        (b)   The
provisions of clause (a)(ii) above shall not apply to assets (other than Collateral) of QCII and its Restricted Subsidiaries (other than QSC and its
Subsidiaries) owned as of the Issue Date and Investments made by such Persons after the Issue Date in exchange for, or out of the proceeds of, Qualified Equity Interests of QCII issued after the Issue
Date. In addition, for purposes of clause (a)(ii) above, the following shall be deemed to be cash: 



        (i)    the
amount (without duplication) of any Indebtedness (other than Pari Passu Indebtedness and Subordinated Indebtedness) of QCII or such Restricted Subsidiary of QCII
that is expressly assumed by the transferee in such Asset Sale and with respect to which QCII or such Restricted Subsidiary of QCII, as the case may be, is unconditionally released by the holder of
such Indebtedness; 


        (ii)   the
amount of any obligations received from such transferee that are within 90 days converted by QCII or such Restricted Subsidiary of QCII to cash (to the
extent of the cash actually so received); 


        (iii)  the
Fair Market Value of any Telecommunications Assets received by QSC or any Restricted Subsidiary of QCII; and 


        (iv)  the
amount of any Permitted Investment received pursuant to and in compliance with clause (13) of the definition of "Permitted Investments" or pursuant to and in
compliance with the Restricted Payments Basket or clause (b)(v) or (b)(vi) of Section 4.07. 




        (c)   If
at any time any non-cash consideration or other consideration referred to in clause (b)(ii), (b)(iii) or (b)(iv) above received by
QCII or any Restricted Subsidiary of QCII, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received
with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net
Available Proceeds thereof shall be applied in accordance with this Section 4.09. 


41





 


        (d)   Within
365 days after the receipt of any Net Available Proceeds from an Asset Sale, QCII or such Restricted Subsidiary may, subject to the following paragraph,
cause the Net Available Proceeds to be applied as follows: 



        (i)    to
the extent the Asset Sale involves Collateral, to any Indebtedness secured by Liens on the assets sold in such Asset Sale which are senior in priority to the Liens
securing the Notes, in accordance with the applicable Security Documents or governing debt instruments; and 


        (ii)   to
the extent the Asset Sale does not involve Collateral: 



        (A)  to
invest or use all or any part of the Net Available Proceeds thereof in the Telecommunications Business of QSC and its Restricted Subsidiaries; and/or 


        (B)  to
redeem any outstanding Indebtedness of QSC and its Restricted Subsidiaries (other than Subordinated Indebtedness or Pari Passu Indebtedness). 





        (e)   Any
Net Available Proceeds from Asset Sales that are not applied or invested as provided in clause (d) above will be deemed to constitute
"Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company or QSC will: 



        (i)    make
an offer to all Holders of the Notes (an "Asset Sale Offer"); and 


        (ii)   at
the same time, purchase, retire, redeem or otherwise acquire (or make an offer to do so): 



        (A)  to
the extent the Asset Sale involves Collateral, any other Indebtedness secured equally and ratably with the Notes by a Lien on the Collateral, and 


        (B)  to
the extent the Asset Sale does not involve Collateral, any other Pari Passu Indebtedness, 





in
each case in accordance with the provisions governing such other Indebtedness to the extent it requires QCII or QSC, as applicable, to purchase, retire, redeem or otherwise acquire such
Indebtedness with the proceeds from the applicable Asset Sale (or offer to do so), pro rata in proportion to the respective principal amounts of the
Notes and such other Indebtedness required to be purchased, retired, redeemed or otherwise acquired for and, in the case of the Notes to be purchased pursuant to the Asset Sale Offer, to purchase the
maximum principal amount of the Notes that may be purchased out of such pro rata portion of the Excess Proceeds, at an offer price in cash in an amount
equal to 100% of their principal amount plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in Article III;  provided that, to the extent the
holders of such Pari Passu Indebtedness do not require the entire  pro rata portion allocated thereto to be applied to any purchase, retirement, redemption
or other acquisition as contemplated hereunder,
such unused proceeds shall be made available as additional Excess Proceeds to the Holders of the Notes in the Asset Sale Offer. 


        (f)    To
the extent that the aggregate principal amount of the Notes and such other Indebtedness tendered pursuant to an Asset Sale Offer or other offer is less than the
Excess Proceeds, the Company or QSC may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture; provided that,
notwithstanding anything to the contrary in the foregoing, to the extent that all or any portion of any remaining Excess Proceeds comprises proceeds of Asset Sales of Collateral, such Excess Proceeds
shall be subject to the Lien of the applicable Security Documents in favor of the Holders of the Notes and any other permitted secured parties (but subject to the subordinate rights of holders of
Permitted Liens on the Collateral to receive an offer with Excess Proceeds). If the aggregate principal amount of the Notes surrendered by Holders thereof exceeds the pro
rata portion of such Excess Proceeds to be used to purchase the Notes and other Indebtedness, the Trustee shall select the 


42





 



Notes
and the other Indebtedness to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be
reset at zero. 


        (g)   The
Company or QSC will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other
applicable laws and regulations in connection with the purchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this
Section 4.09, the Company or QSC shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.09 by
virtue of this compliance. 


        SECTION
4.10. Transactions with Affiliates. (a) QCII shall not, and shall not permit any of its Restricted Subsidiaries to,
directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any assets from, or enter
into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an "Affiliate Transaction"), unless: 



        (i)    such
Affiliate Transaction is on terms that are no less favorable to QCII or the relevant Restricted Subsidiary than those that would have been obtained in a comparable
transaction at such time on an arm's-length basis by QCII or that Restricted Subsidiary from a Person that is not an Affiliate of QCII or that Restricted Subsidiary; and 



        (ii)   the
Company delivers to the Trustee, with respect to any Affiliate Transaction involving aggregate value in excess of $100.0 million, an Officers' Certificate
certifying that such Affiliate Transaction complies with this Section 4.10 and a Secretary's Certificate certifying that such Affiliate Transaction has
been approved by either a majority of the Independent Directors of QCII or by a majority of the members of the Audit Committee of the Board of Directors of QCII. 




        (b)   Notwithstanding
the foregoing, none of the following shall be prohibited by this Section 4.10 (or be deemed to be Affiliate Transactions): 



        (i)    transactions
exclusively between or among (A) QCII and one or more Restricted Subsidiaries or (B) Restricted Subsidiaries;  provided, in each case, that no Affiliate of QCII (other than another Restricted
Subsidiary) owns Equity Interests of any such Restricted Subsidiary; 


        (ii)   director,
officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and
indemnification arrangements, in each case approved by a majority of the Independent Directors of QCII; 



        (iii)  any
agreement in effect on the Issue Date or any amendment thereto (so long as such amendment is not disadvantageous to the Holders in any material respect) or any
transaction contemplated thereby; provided the terms of any such agreement in effect on the Issue Date have been previously disclosed in QCII's periodic
and current reports filed under the Exchange Act in accordance with Rule 404 of Regulation S-K (or its successor); 


        (iv)  Restricted
Payments which are made in accordance with Section 4.07; or 


        (v)   any
transaction with an Affiliate where the only consideration paid by QCII or any Restricted Subsidiary is Qualified Equity Interests. 




        SECTION
4.11. Change of Control. (a) Upon the occurrence of any Change of Control Triggering Event, unless all Notes have been
called for redemption pursuant to paragraph 5 of the Notes, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral
multiple thereof) of such Holder's Notes (a "Change of Control Offer") made pursuant to this Section 4.11 at an offer price in cash (the
"Change of Control Payment") equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon,
if any, to the date of purchase. 


43





 

        Within
45 days following any Change of Control Triggering Event, the Company shall mail, or cause to be mailed, a notice to each Holder describing the transaction or transactions
that constitute the Change of Control Triggering Event and stating: 



        (i)    that
the Change of Control Offer is being made pursuant to this Section 4.11 and that all Notes tendered will be accepted for payment; 


        (ii)   the
purchase price and the purchase date, which shall be a Business Day no earlier than 30 days and no later than 60 days from the date such notice is
mailed (the "Change of Control Payment Date"); 


        (iii)  that
any Note not tendered will continue to accrue interest; 


        (iv)  that,
unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to
accrue interest after the Change of Control Payment Date; 


        (v)   that
Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled "Option of Holder
to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of
Control Payment Date; 


        (vi)  that
Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the
Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that
such Holder is withdrawing his election to have the Notes purchased; and 


        (vii) that
Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof. 




        The
Company shall cause the Change of Control Offer to remain open for at least 20 Business Days or such longer period as is required by applicable law. The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with
the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.11, the
Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.11 by virtue of such conflict. 


        (b)   On
the Change of Control Payment Date, the Company will, to the extent lawful: 



        (i)    accept
for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer; 


        (ii)   deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and 



        (iii)  deliver
or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Company. 




        The
Paying Agent will promptly mail to each Holder of Notes properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause
to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased 


44





 

portion
of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $1,000 or an integral multiple thereof.
The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. 


        (c)   The
Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.11 applicable to a Change of Control Offer made by the Company and purchases all Notes
properly tendered and not withdrawn under such Change of Control Offer. 



        (d)   The
Company may make a Change of Control Offer in advance of, but conditioned on, the occurrence of a Change of Control Triggering Event but otherwise in accordance with
the provisions of this Section 4.11. 


        SECTION
4.12. Compliance Certificate. The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of
the Company an Officers' Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company they would normally have knowledge of any Default and
whether or not the signers know of any Default that occurred during such period. If they do have such knowledge, the certificate shall describe the Default, its status and what action the Company is
taking or proposes to take with respect thereto. The Company also shall comply with Section 314(a)(4) of the TIA. 


        The
Company shall deliver to the Trustee, as soon as possible and in any event within five days after the Company becomes aware of the occurrence of any Event of Default or an
event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers' Certificate setting forth the details of such Event of Default or Default and the action which
the Company proposes to take with respect thereto. 


        SECTION
4.13. Limitation on Designations of Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any
Subsidiary of the Company (other than QSC) (including any newly acquired or newly formed Subsidiary of the Company) as an Unrestricted Subsidiary (a
"Designation") only if (i) no Default shall have occurred and is continuing at the time of or after giving effect to such Designation and
(ii) (A) QCII would be permitted to make at the time of such Designation (1) a Permitted Investment or (2) an Investment pursuant to Section 4.07(a), in either case,
in an amount (the "Designation Amount") equal to the Fair Market Value of QSC's direct or indirect Investment in such Subsidiary on such date, and
(B) QCII would be permitted to incur $1.00 of additional Indebtedness under the second sentence of Section 4.06(a) on a pro forma basis after giving effect to such Designation. 


        (b)   Notwithstanding
the foregoing, no Subsidiary shall be Designated as an Unrestricted Subsidiary unless such Subsidiary: 



        (i)    has
no Indebtedness other than Non-Recourse Debt; 


        (ii)   is
not party to any agreement, contract, arrangement or understanding with QCII or any of its Restricted Subsidiaries unless the terms of the agreement, contract,
arrangement or understanding comply with Section 4.10; 


        (iii)  is
a Person with respect to which neither QCII nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional
Equity Interests or (b) to maintain or preserve the Person's financial condition or to cause the Person to achieve any specified levels of operating results except if limited to that which
would be permitted by its terms as Permitted Investment under Section 4.07; and 



        (iv)  has
not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of QCII or any of its Restricted Subsidiaries, except for any
guarantee given solely to 



45





 




support
the pledge by QCII or any of its Restricted Subsidiaries of the Equity Interests of such Unrestricted Subsidiary, which guarantee is not recourse to QCII or any of its Restricted Subsidiaries,
and except to the extent the amount thereof constitutes a Restricted Payment permitted pursuant to Section 4.07. 




        If,
at any time, any Unrestricted Subsidiary fails to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for
purposes of this Indenture and any Indebtedness of the Subsidiary and any Liens on assets of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of the date and, if the
Indebtedness is not permitted to be incurred under Section 4.06 or the Lien is not permitted under Section 4.14, the Company shall be in Default of the applicable Section. 


        (c)   The
Board of Directors of QCII may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a "Redesignation"),
only if: 



        (i)    no
Default shall have occurred and be continuing at the time of or after giving effect to such Redesignation; and 


        (ii)   all
Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such Redesignation would, if incurred at such time, have been
permitted to be incurred or made for all purposes of this Indenture. 




        Any
such Designations or Redesignations by the Board of Directors of the Company after the Issue Date shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the
resolution of the Board of Directors giving effect to such Designation or Redesignation and an Officers' Certificate certifying that such Designation or Redesignation complied with the foregoing
provisions. Nothing in this Section 4.13 shall prevent a Designation of an Unrestricted Subsidiary contemplated by the proviso to the first sentence of Section 4.15 and shall not affect
any other calculation in this Section 4.13. 


        SECTION
4.14. Liens. QCII shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur,
assume or otherwise cause or suffer to exist or become effective any Lien of any kind upon any of their assets, whether now owned or hereafter acquired, to secure Indebtedness other than Permitted
Liens; unless all payments due under this Indenture, the Notes and the
Note Guarantees are secured on an equal and ratable basis with the Indebtedness so secured until such time as the Indebtedness is no longer secured by a Lien; 


provided that, if the obligations so secured are subordinated by their terms to the Notes or a Note Guarantee, the Lien securing such obligations
will also be so subordinated by its terms at least to the same extent. 


        SECTION
4.15. Business Activities. QCII (and any intermediate company directly or indirectly owning Equity Interests of QSC) shall conduct
its business as a holding company that shall not be permitted to engage in any business or activity other than those incidental to its ownership of the Equity Interests of QSC, QCF and the other
direct Subsidiaries of QCII in existence on the Issue Date, functioning as a public company and financing activities relating to the foregoing; provided
that QCII shall be permitted to make Investments in any Person engaged in any business to the extent funded with the net cash proceeds from, or in exchange for, the issuance of Qualified Equity
Interests of QCII (to any person other than a Subsidiary of QCII) so long as such Person is Designated as an Unrestricted Subsidiary of QCII and remains as such. In addition, in no event shall QCII
hold, directly or indirectly, less than 100% of the Equity Interests of QSC. QCF's operations and the operations of any Restricted Subsidiaries of QCII (other than QSC and its Restricted Subsidiaries)
shall be limited to those conducted by it as of and on the Issue Date and activities reasonably related thereto (as well as to Investments referred to in the proviso of the preceding sentence). 


46





 



        SECTION
4.16. Suspension and Fallaway of Covenants. (a) During any period of time (a "Suspension
Period") that (i) the ratings assigned to the Notes by one (but not both) of the Rating Agencies are Investment Grade Ratings and (ii) no Default or Event of
Default has occurred and is continuing under this Indenture, QCII and its Restricted Subsidiaries shall not be subject to the terms of Sections 4.06, 4.07, 4.08, 4.09 (to the extent not
relating to Collateral), 4.10, 4.13, 4.15, any provisions of this Indenture limiting the ability of QSC to grant pari passu or subordinate Liens on the
Collateral) and Section 5.01(a)(iii) (collectively, the "Affected Covenants"). Subject to clause (b) below, in the event
that QCII and its Restricted Subsidiaries are not subject to the Affected Covenants with respect to the Notes for any period of time as a result of the preceding sentence and, subsequently, the
applicable Rating Agency has in effect, withdrawn or downgraded the ratings assigned to such Notes below the required Investment Grade Ratings, then QCII and its Restricted Subsidiaries will
thereafter again be subject to the Affected Covenants and compliance with respect to Restricted Payments made after the time of such withdrawal or downgrade will be calculated in accordance with the
provisions of Section 4.07 as if such covenant had been in effect since the date of the execution of this Indenture. Notwithstanding the foregoing, neither (a) the continued existence,
after the date of such withdrawal or downgrade, of facts and circumstances or obligations that were incurred or otherwise came into existence during a Suspension Period nor (b) the performance
of any such obligations shall constitute a breach of any covenant set forth in this Indenture or cause a Default or Event of Default hereunder; provided that (1) QCII and its Restricted
Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade by the applicable Rating Agency below an Investment
Grade Rating and (2) QCII and QSC reasonably believed that such incurrence or actions would not result in such a withdrawal or downgrade. For purposes of clauses
(1) and (2) in the preceding sentence, anticipation and reasonable belief may be determined by QCII and QSC and shall be conclusively evidenced by a board resolution to such effect
adopted in good faith by the Board of Directors of QCII. In reaching their determination, the Board of Directors of QCII may, but need not, consult with the Rating Agencies. 


        (b)   Notwithstanding
anything in the preceding paragraph to the contrary, in the event that (i) the ratings assigned to the Notes by both of the Rating Agencies are
Investment Grade Ratings at any time and (ii) no Default or Event of Default has occurred and is continuing hereunder at such time, QCII and the Restricted Subsidiaries shall immediately cease
to be subject to the Affected Covenants, and the Affected Covenants shall not be subject to reinstatement for any reason. 


ARTICLE V
  SUCCESSOR COMPANY  


        SECTION 5.01. Merger, Consolidation, Etc. (a) Neither QCII nor QSC shall, directly or indirectly, in a
single transaction or a series of related transactions, consolidate or merge with or into any Person (other than a merger with a Wholly Owned Restricted Subsidiary solely for the purpose of changing
QCII's or QSC's, as the case may be, jurisdiction of incorporation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all
of the assets of QCII or QCII and its Restricted Subsidiaries (taken as a whole), or QSC or QSC and its Restricted Subsidiaries (taken as a whole), as the case may be, to any Person unless, in either
case: 



        (i)    either:




        (A)  QCII
or QSC, as the case may be, will be the surviving or continuing Person; or 


        (B)  the
Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (the
"Successor") is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia, and the
Successor expressly assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of QCII or QSC, as the case 




47





 





may
be, under the Notes, the Note Guarantees (as applicable), this Indenture, the Registration Rights Agreement and the Security Documents to which it is a party; 




        (ii)   immediately
after and giving effect to such transaction and the assumption of the obligations as set forth in clause (i)(B) above and the incurrence of
any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; and 


        (iii)  immediately
after and giving effect to such transaction and the assumption of the obligations set forth in clause (i)(B) above and the incurrence of any
Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, QSC (or, in the case of a transaction involving QSC in which QSC is not the
surviving entity, QSC's Successor) could incur $1.00 of additional Indebtedness pursuant to the Leverage Ratio Exception, in the case of a transaction involving QSC, or the QCII Ratio, in the case of
a transaction involving QCII. 




        For
purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Company or QSC, as the case may be, immediately prior to the transaction
shall be deemed to have been incurred in connection with such transaction. 


        (b)   The
following additional conditions shall apply to each transaction described in paragraph (a) above: 



        (1)   QSC
or the relevant surviving entity, as applicable, shall cause such amendments or other instruments to be filed and recorded in such jurisdictions as may be required
by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or Transferred to such Person; 



        (2)   the
Collateral owned by or Transferred to QSC or the relevant surviving entity, as applicable, shall 



        (A)  continue
to constitute Collateral under this Indenture and the Security Documents; 


        (B)  be
subject to the Lien in favor of the applicable Collateral Agent for the benefit of the Holders; and 


        (C)  not
be subject to any Lien other than Liens permitted by this Indenture; 




        (3)   the
assets of the Person which is merged or consolidated with or into the relevant surviving entity, to the extent that they are assets of the types which would
constitute Collateral under the Security Documents, shall be treated as after acquired property and such surviving entity shall take such action as may be reasonably necessary to cause such assets to
be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture; and 


        (4)   the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such transaction and, if a supplemental indenture
or supplemental Security Documents are required in connection with such transaction, such supplemental indenture and Security Documents comply with the applicable provisions of this Indenture, that
all conditions precedent in this Indenture relating to such transaction have been satisfied and that such supplemental indenture and Security Documents are enforceable. 




        (c)   For
purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of
the properties or assets of one or more Restricted Subsidiaries of a Person, the Equity Interests of which constitute all or substantially all of the properties and assets of such Person, will be
deemed to be the transfer of all or substantially all of the properties and assets of such Person. 


48





 

        Upon
any consolidation, combination or merger of the Company or QSC, or any transfer of all or substantially all of the assets of the Company or QSC in accordance with the foregoing, in
which the Company or QSC is not the continuing obligor under the Notes or its Note Guarantee, the surviving entity formed by such consolidation or into which the Company or QSC is merged or to
which the conveyance, lease or transfer is made will succeed to, and be substituted for, and may exercise every right and power of, the Company or QSC under this Indenture, the Notes and the
Note Guarantees with the same effect as if such surviving entity had been named therein as the Company or QSC and, except in the case of a conveyance, transfer or lease, the Company or QSC, as
the case may be, will be released from the obligation to pay the principal of and interest on the Notes or in respect of its Note Guarantee, as the case may be, and all of the Company's or
QSC's other obligations and covenants under the Notes, this Indenture and its Note Guarantee, if applicable. 


        The
foregoing will not prevent (i) the contribution by QCII of all of the outstanding Equity Interests of QSC to a Wholly Owned Restricted Subsidiary of QCII;  provided such Wholly Owned Subsidiary
becomes a Guarantor of the Notes to the same extent that QSC guarantees the Notes (but without granting a Lien or
otherwise being required to provide collateral for such guarantee) by execution of a supplemental indenture to this Indenture, or (ii) the merger of any Restricted Subsidiary of QSC into QSC or
another Restricted Subsidiary of QSC. 


ARTICLE VI
  DEFAULTS AND REMEDIES  


        SECTION 6.01. Events of Default and Remedies. Each of the following constitutes an "Event
of Default" with respect to any series of Notes: 



        (a)   failure
to pay interest on such series of Notes when it becomes due and payable and the continuance of any such failure for 30 days (whether or not such payment
is prohibited by the subordination provisions of this Indenture); 


        (b)   failure
to pay the principal of such series of Notes when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon acceleration or
otherwise (whether or not such payment is prohibited by the subordination provisions of this Indenture); 


        (c)   failure
to comply with any of the agreements or covenants of Section 5.01 or in respect of any obligation to make a Change of Control Offer pursuant to
Section 4.11 (whether or not such payment is prohibited by the subordination provisions of this Indenture); 


        (d)   failure
to comply with any other agreement or covenant in this Indenture and continuance of this failure for 45 days after notice of the failure has been given to
QSC by the Trustee or by the Holders of at least 25% of the aggregate principal amount of the series of the Notes to which such failure relates then outstanding; 


        (e)   default
under any mortgage, indenture or other instrument or agreement ("Debt Instrument") under which there may be
issued or by which there may be secured or evidenced Indebtedness of QCII, QSC or any Restricted Subsidiary of QCII (other than QCC to the extent that none of QCII, QSC or QCF have outstanding a Debt
Instrument governing Debt Securities under which there is a similar default as this clause (e) with respect to QCC that applies to such default) whether such Indebtedness now exists or is
incurred after the Issue Date, which default: 



        (i)    is
caused by a failure to pay when due principal on such Indebtedness at the final maturity thereof, 


        (ii)   results
in the acceleration of such Indebtedness prior to its express final maturity or 



        (iii)  results
in the commencement of judicial proceedings to foreclose upon, or to exercise remedies under applicable law or applicable security documents to take ownership
of or to 




49





 





cause
the sale of, the assets securing such Indebtedness (other than the consensual provision of assets securing non-recourse Indebtedness), 




and
in each case, the principal amount of such Indebtedness, together with any other Indebtedness with respect to which an event described in clause (i), (ii) or (iii) has
occurred and is continuing, aggregates more than $100.0 million; 


        (f)    one
or more final and non-appealable judgments or orders that exceed $100.0 million in the aggregate (net of amounts covered by insurance or bonded)
for the payment of money have been entered by a court or courts of competent jurisdiction against QCII, QSC or any Restricted Subsidiary of QCII and such judgment or judgments have not been satisfied,
stayed, annulled or rescinded within 60 days of being entered; 


        (g)   QCII,
QSC or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: 



        (i)    commences
a voluntary case, 


        (ii)   consents
to the entry of an order for relief against it in an involuntary case, 


        (iii)  consents
to the appointment of a Custodian of it or for all or substantially all of its assets, or 


        (iv)  makes
a general assignment for the benefit of its creditors; 




        (h)   a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 



        (i)    is
for relief against QCII, QSC or any Significant Subsidiary as debtor in an involuntary case, 



        (ii)   appoints
a Custodian of QCII, QSC or any Significant Subsidiary or a Custodian for all or substantially all of the assets of QSC or any Significant Subsidiary, or 


        (iii)  orders
the liquidation of QCII, QSC or any Significant Subsidiary, 




        and
the order or decree remains unstayed and in effect for 60 days; 


        (i)    (i) any
Note Guarantee shall be held in a judicial proceeding before a court of competent jurisdiction not to be in full force and effect (other than in
accordance with the terms of such Note Guarantee and this Indenture) or is declared in such a proceeding null and void and unenforceable or found to be invalid or (ii) any Guarantor
denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of this Indenture and the
Note Guarantee); or 


        (j)    default
by QSC in the performance of the Security Documents which adversely affects the enforceability or the validity of the Collateral Agent's Lien on the Collateral
or which adversely affects the condition or value of the Collateral, taken as a whole, in any material respect, repudiation or disaffirmation by QSC of its obligations under the Security Documents or
the determination in a judicial proceeding before a court of competent jurisdiction that the Security Documents are unenforceable or invalid against QSC for any reason. 



50







   
        SECTION 6.02. Acceleration. (a) If an Event of Default (other than an Event of Default specified in
Section 6.01(g) or (h) with respect to the Company or QSC) occurs and is continuing with respect to the Notes of a particular maturity, the Trustee by written notice to the
Company, or the Holders of at least 25% in aggregate principal amount of any series of Notes then outstanding by written notice to the Company and the Trustee, may declare the principal of, premium,
if any, and accrued but unpaid interest in respect of such series of Notes to be due and payable; provided,  however, that prior to any Termination Event if
there are any amounts outstanding under the Credit Agreement, such amounts shall become immediately due
and payable upon the first to occur of (i) an acceleration under the Credit Agreement; (ii) exercise of any remedies against Collateral therefor; or (iii) five Business Days after
the giving of written notice to the Company and the Representative under the Credit Agreement (provided that the name and address of such Representative
has been delivered to the Trustee in writing) of such acceleration, but only if such Event of Default is then continuing. Upon the effectiveness of such a declaration, the aggregate principal of,
premium, if any, and accrued and unpaid interest, if any, on the outstanding Notes of such series shall be due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified
in Section 6.01(g) or (h) with respect to the Company or QSC occurs, the principal of and accrued and unpaid interest and premium, if any, on all outstanding Notes shall become
and be immediately due and payable without any declaration or other act on the part of the Trustee or any Noteholders. 


        (b)   Notwithstanding
the foregoing, if an Event of Default specified in Section 6.01(e) occurs resulting in a declaration of acceleration of the Notes, such
declaration of acceleration shall be automatically annulled if such Event of Default triggering such declaration of acceleration pursuant to Section 6.01(e) shall have been remedied or
cured by QCII or any of its Subsidiaries or waived by the holders of the relevant Indebtedness within 60 days of the declaration of acceleration with respect thereto and if (i) the
annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of
principal, premium or interest on the Notes that became due and payable solely because of the acceleration of the Notes, have been cured or waived. 


        (c)   At
any time after a declaration of acceleration with respect to the Notes of a particular maturity as described in Section 6.02(a), the Holders of a majority in
aggregate principal amount of the outstanding Notes of such maturity may rescind and cancel such declaration and its consequences: (i) if the rescission would not conflict with any judgment or
decree of a court of competent jurisdiction; (ii) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of
the acceleration; (iii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid; and (iv) if the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances. No
such rescission shall affect any subsequent Default or impair any right consequent thereto. 


        SECTION
6.03. Other Remedies. If an Event of Default occurs and is continuing with respect to the Notes of a particular maturity, the
Trustee may pursue any available remedy to collect the payment of principal of or interest on such Notes or to enforce the performance of any provision of such Notes or this Indenture. 


        The
Trustee may maintain a proceeding even if it does not possess any of such Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any
Noteholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law. 


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        SECTION
6.04. Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the Notes of a single maturity then
outstanding by written notice to the Trustee may on behalf of the Holders of all of such Notes waive any existing Default or Event of Default and its consequences under this Indenture except a
continuing Default or Event of Default in the payment of interest on, or the principal of or premium on, any such Note. When a Default is waived, it is deemed cured and ceases to exist and any Event
of Default arising therefrom shall be deemed to have been cured and waived for every purpose under this Indenture, but no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any consequent right. 


        SECTION
6.05. Control by Majority. The Holders of a majority in aggregate principal amount of the then outstanding Notes of a single
maturity may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee by this Indenture.
However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of
another Holder of such Notes or would involve the Trustee in personal liability; provided, however, that
the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, the Trustee shall be entitled to indemnification
satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. 


        SECTION
6.06. Limitation on Suits. Except to enforce the right to receive payment of principal, premium, if any, interest or Additional
Interest when due, no Noteholder may pursue any remedy with respect to this Indenture or the Notes unless: 



        (1)   such
Holder has previously given the Trustee notice that an Event of Default with respect to the Notes of a particular maturity owned by such Holder is continuing; 


        (2)   Holders
of at least 25% in aggregate principal amount of the outstanding Notes of that maturity have made a written request to the Trustee to pursue the remedy; 


        (3)   such
Holder or Holders offer to the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense; 



        (4)   the
Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and 


        (5)   the
Holders of a majority in aggregate principal amount of the outstanding Notes of that maturity have not given the Trustee a direction inconsistent with such request
within such 60-day period. 




        A
Noteholder may not use this Indenture or the Security Documents to prejudice the rights of another Holder of Notes of the same maturity or to obtain a preference or priority over
another Holder of Notes of the same maturity. 


        SECTION
6.07. Rights of Holders To Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to
receive payment of principal of and Additional Interest and interest on the Notes held by such Holder, on or after the respective due dates expressed in the Notes, or to bring suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; provided that a Holder
shall not have the right to institute any such suit for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under
applicable law, result in the surrender, impairment, waiver or loss of the Lien of this Indenture and the Security Documents upon any Collateral. 


        SECTION
6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee may recover judgment in its own name and as trustee of an 


52





 



express
trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07. 



        SECTION
6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee and
the Noteholders allowed in any judicial proceedings relative to the Company, any Subsidiary or any Guarantor, their creditors or their property and, unless prohibited by law or applicable regulations,
may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by
each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07. 


        SECTION
6.10. Priorities. If the Trustee collects any money or property pursuant to this Article VI or pursuant to the Pledge
Agreement or otherwise, it shall pay out the money or property in the following order: 



        FIRST:
to the Trustee for amounts due under Section 7.07; 


        SECOND:
to Holders of Notes for amounts due and unpaid on the Notes for principal and interest, ratably, and any Additional Interest without preference or priority of any kind, according
to the amounts due and payable on the Notes for principal, any Additional Interest and interest, respectively; and 


        THIRD:
subject to the Pledge Agreement and any other security agreements pertaining to the disposition of Collateral proceeds as required by the Pledge Agreement, to the Company. 




        The
Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Trustee shall mail to
each Noteholder and the Company a notice that states the record date, the payment date and amount to be paid. 



        SECTION
6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in
principal amount of the Notes of a particular maturity then outstanding. 



        SECTION
6.12. Waiver of Stay or Extension Laws. Neither the Company nor any Guarantor (to the extent they may lawfully do so) shall at any
time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the
Company and each Guarantor (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any
power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 


ARTICLE VII
  TRUSTEE  


        SECTION 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture and use the same degree of 


53





 



care
and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs. 


        (b)   Except
during the continuance of an Event of Default: 



        (1)   the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Security Documents, and no implied covenants
or obligations shall be read into this Indenture or the Security Documents against the Trustee; and 



        (2)   in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture and the Security Documents. However, in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of
this Indenture or the Security Documents. 




        (c)   The
Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 



        (1)   this
paragraph does not limit the effect of Section 7.01(b); 


        (2)   the
Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and 


        (3)   the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to
Section 6.05. 




        (d)   Every
provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section. 


        (e)   The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. 



        (f)    Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 


        (g)   No
provision of this Indenture or the Security Documents shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. 


        (h)   Upon
request from the Company, the Trustee is hereby authorized to and shall enter into the Pledge Agreement or any amendment, restatement, supplement, renewal,
replacement or other modification thereof or any other agreement required by the Pledge Agreement and permitted by the terms hereof, entered into in accordance with the terms of this Indenture,
including Section 4.06 hereof. 


        (i)    Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this
Section and to the provisions of the TIA. 


        SECTION
7.02. Rights of Trustee. Subject to Section 7.01: 



        (a)   The
Trustee may conclusively rely, and shall be protected in acting or refraining from acting, upon any document believed by it to be genuine and to have been signed or
presented by 



54





 

the
proper person. The Trustee need not investigate any fact or matter stated in any such document. 


        (b)   Before
the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such Officers' Certificate or Opinion of Counsel. 


        (c)   The
Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 


        (d)   The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers;  provided, however, that the Trustee's conduct does not constitute willful misconduct or negligence. 



        (e)   The
Trustee may consult with counsel of its selection, and the advice or opinion of such counsel with respect to legal matters relating to this Indenture and the Notes
shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of
such counsel. 


        (f)    The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, debenture, note or other paper or document unless requested in writing to do so by the Holders of not less than a majority in principal amount of the Notes of
a particular maturity at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of
the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 


        (g)   The
Trustee shall not be required to give any note, bond or surety in respect of the execution of the trusts and powers under this Indenture. 



        (h)   The
permissive rights of the Trustee to take any action enumerated in this Indenture shall not be construed as a duty to take such action. 


        (i)    The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer has actual knowledge thereof or unless a Trust Officer receives
written notice thereof at its Corporate Trust Office specified in Section 13.02, from the Company or a Holder that such Default or Event of Default has occurred, and such notice references the
Notes and this Indenture. 


        (j)    The
rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by,
the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder. 


        (k)   The
Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to
take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded. 




        SECTION
7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or 


55





 

co-paying
agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. 



        SECTION
7.04. Trustee's Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use of the proceeds from the Notes, and it shall not be responsible for any statement of the Company in this Indenture or in
any document issued in connection with the sale of the Notes or in the Notes other than the Trustee's certificate of authentication. 


        SECTION
7.05. Notice of Defaults. If a Default with respect to any maturity of Notes occurs and is continuing and is known to the Trustee,
the Trustee shall mail to each Holder thereof notice of the Default within 30 days after it is known to a Trust Officer or written notice of it is received by the Trustee. Except in the case of
a Default in the payment of principal of, premium, if any, interest or Additional Interest on any Note or a Default in complying with Section 5.01, the Trustee may withhold notice if and
so long as a committee of its trust officers in good faith determines that withholding notice is in the interests of Noteholders. If a Default occurs and is continuing and a Senior Officer of the
Company has actual knowledge of such Default, the Company shall deliver to the Trustee written notice of such Default, which notice shall include the status of such Default and any action being taken
or proposed to be taken by the Company with respect thereto. Notwithstanding anything to the contrary expressed in this Indenture, the Trustee shall not be deemed to have knowledge of any Default or
Event of Default hereunder, except in the case of an Event of Default under Section 6.01(a) or (b) hereof (provided that the
Trustee is Paying Agent), unless and until a Trust Officer receives written notice thereof at its Corporate Trust Office specified in Section 13.02, from the Company or a Holder that such
Default or Event of Default has occurred. 


        SECTION
7.06. Reports by Trustee to Holders. The Trustee shall transmit to the Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the TIA at the times and in the manner provided pursuant thereto. To the extent that any such report is required by the TIA with respect to any
12-month period, such report shall cover the 12-month period ending May 15 and shall be transmitted by the next succeeding July 15. 


        A
copy of each report at the time of its mailing to Noteholders shall be filed with the SEC and each stock exchange (if any) on which the Notes are listed. The Company agrees to notify
promptly the Trustee whenever the Notes become listed on any stock exchange and of any delisting thereof. 


        SECTION
7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation as is agreed to in
writing by the Trustee and the Company for the Trustee's services hereunder and under the Security Documents. The Trustee's compensation shall not be limited by any law on compensation of a trustee of
an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it, including
costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts. The Company shall indemnify the Trustee and its officers, directors, shareholders, agents and employees (each, an "Indemnified
Party") for and hold each Indemnified Party harmless against any and all loss, damage, claims, liability or expense (including reasonable attorneys' fees and expenses)
including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it without negligence or bad faith on their part arising out of or in connection with
the acceptance or administration of this Indenture, the Notes or any Security Document and the performance of its duties hereunder or under the Security Documents, including the cost and expense of
enforcing this Indenture against the Company (including this Section 7.07), and defending itself against any claim (whether asserted by a Holder or any other Person). The Trustee and its
officers, directors, shareholders, agents and employees in its capacity as Paying Agent, Registrar, Notes Custodian, Calculation Agent and agent for service of notice and demands shall have the full 


56





 



benefit
of the foregoing indemnity as well as all other benefits, rights and privileges accorded to the Trustee in this Indenture when acting in such other capacity. The Trustee shall notify the
Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided that any failure so to notify the
Company shall not relieve the Company or any Guarantor of its indemnity obligations hereunder. The Company shall defend the claim and the Indemnified Party shall provide reasonable cooperation at the
Company's expense in the defense. Such Indemnified Parties may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not reimburse any
expense or indemnify against any loss, liability or expense incurred by an Indemnified Party through such party's own willful misconduct, negligence or bad faith. The Company need not pay any
settlement made without its consent (which consent shall not be unreasonably withheld). 


        To
secure the Company's payment obligations in this Section and all other obligations to the Trustee pursuant to this Indenture and the Security Documents, including all fees,
expenses, and rights to indemnification, the Trustee shall have a lien on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and
interest and any Additional Interest on particular Notes. Such lien shall survive the satisfaction and discharge of this Indenture and the termination of any Security Document and the resignation or
removal of the Trustee. The Trustee's right to receive payment of any amounts due under this Indenture and the termination of any Security Document shall not be subordinated to any other Indebtedness
of the Company and the Notes shall be subordinate to the Trustee's rights to receive such payment. 


        The
Company's payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any
Bankruptcy Law or the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a
Default specified in Section 6.01(i) or (j) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law. 



        SECTION
7.08. Replacement of Trustee. The Trustee may resign at any time by so notifying the Company in writing. The Holders of a majority
in principal amount of the then outstanding Notes of a particular maturity may remove the Trustee by so notifying the Trustee and the Company in writing and may appoint a successor Trustee. The
Company shall remove the Trustee if: 



        (1)   the
Trustee fails to comply with Section 7.10; 



        (2)   the
Trustee is adjudged bankrupt or insolvent; 


        (3)   a
receiver or other public officer takes charge of the Trustee or its property; or 


        (4)   the
Trustee otherwise becomes incapable of acting. 




        If
the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the then outstanding Notes of a particular maturity, the Company will promptly
appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to
replace the successor Trustee appointed by the Company. 


        A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07. 



        If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in aggregate
principal amount of the then 


57





 



outstanding
Notes of a particular maturity may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Company. 



        If
the Trustee fails to comply with Section 7.10, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee. 


        Notwithstanding
the replacement of the Trustee pursuant to this Section, the Company's obligations under Section 7.07 shall continue for the benefit of the retiring Trustee. 


        SECTION
7.09. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee,  provided that such Person shall be qualified and eligible under this Article VII.
 


        In
case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have
been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at
that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor
to the Trustee. 


        SECTION
7.10. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of TIA § 310(a). The
Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b);  provided,
however, that there shall be excluded from the operation of TIA §
310(b)(1) any indenture or indentures under which other Securities or certificates of interest or participation in other Securities of the Company are outstanding if the requirements for such
exclusion set forth in TIA § 310(b)(1) are met. 


        SECTION
7.11. Preferential Collection of Claims Against the Company. The Trustee shall comply with TIA § 311(a), excluding any
creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein. 


ARTICLE VIII
  SUBORDINATION OF QSC GUARANTEE  


        SECTION 8.01. QSC Guarantee Subordinated to Senior Debt. QSC covenants and agrees, and the Trustee and each Holder
of the Notes by his acceptance thereof likewise covenant and agree, that all Notes shall be issued subject to the provisions of this Article VIII, and each person holding any Note, whether upon
original issue or upon transfer, assignment or exchange thereof, accepts and agrees that payments of all Obligations on or relating to the QSC Guarantee by QSC shall, to the extent and in the manner
set forth in this Article VIII and subject to Section 8.16, be subordinated and junior in right of payment to the prior payment in full in cash or Cash Equivalents of all Obligations due
in respect of Senior Debt of QSC whether outstanding on the Issue Date or incurred thereafter. 


        SECTION
8.02. No Payment on Notes in Certain Circumstances. (a) No direct or indirect payment or distribution (excluding any
payment or distribution of Permitted Junior Securities and excluding any payment from funds held in trust for the benefit of the Holders pursuant to Article IX (a
"Defeasance Trust Payment")) by or on behalf of QSC with respect to any Obligations on or relating to the Notes or to acquire any Notes for cash, assets
or otherwise, whether pursuant to the terms of the Notes, upon acceleration or otherwise, will be made if, at the time of such payment or distribution, (i) there exists a default in payment of
all or any portion of the Obligations due in respect of Senior Debt or (ii) there exists a default with respect to any Designated Senior Debt pursuant to which the maturity thereof may be
immediately accelerated, and upon receipt by the Trustee of written notice of such default (a 


58





 



"Payment Blockage Notice") from the Representative of such Designated Senior Debt. In addition, subject to Section 8.16, no direct or indirect
payment or distribution (other than Permitted Junior Securities) will be made by or on behalf of QSC with respect to any Obligation on or relating to the Notes to such Holders or to acquire any Notes
for cash, assets or otherwise, (a) during the continuance of any payment default referred to in clause (i) above, unless and until such default has been cured or waived or has
ceased to exist or the benefits of these provisions have been waived by the holders of such Senior Debt, or (b) during the continuance of any nonpayment default referred to in
clause (ii) above (a "Payment Blockage Period"), unless and until the earlier of (1) the date on which any nonpayment defaults referred
to in clause (ii) above shall have been cured or waived or the benefits of these provisions have been waived by the holders of such Designated Senior Debt, (2) 179 days after the
date on which the applicable Payment Blockage Notice is received or (3) the Trustee receives notice from the Representative for such Designated Senior Debt rescinding the Payment Blockage
Notice, provided that in the case of clause (3) above the maturity of any Designated Senior Debt has not been accelerated. 


        Notwithstanding
anything in the subordination provisions of this Indenture or the Notes to the contrary, (1) in no event will a Payment Blockage Period extend beyond
179 days from the date the Payment Blockage Notice in respect thereof was given and (2) no subsequent Payment Blockage Period may be commenced with respect to the QSC Guarantee as it
relates to the Notes of a particular maturity unless and until 360 consecutive days have elapsed since the delivery of the immediately prior Payment Blockage Notice. No nonpayment default that
existed or was continuing on the date of
delivery of any Payment Blockage Notice with respect to any Designated Senior Debt initiating such Payment Blockage Period may be, or be made, the basis for the commencement of any other Payment
Blockage Period by the holder or holders of such Designated Senior Debt or the trustee or agent acting on behalf of such Designated Senior Debt, whether or not within a period of 360
consecutive days, unless such event of default has been cured or waived for a period of not less than 90 consecutive days. Any subsequent action or breach of any financial covenants for
a period ending after the date of delivery of the initial Payment Blockage Notice that in either case would give rise to a default pursuant to any provisions under which a default in respect of
Designated Senior Indebtedness previously existed or was continuing shall constitute a new default for the purposes of this paragraph. 


        (b)   In
the event that, notwithstanding the foregoing, any payment shall be received by the Trustee or any Holder from or on behalf of QSC when such payment is prohibited by
Section 8.02(a), such payment shall be held in trust for the benefit of, and shall be paid over or delivered to, the holders of Designated Senior Debt or their respective representatives, or to
the trustee or trustees under any indenture pursuant to which any of such Designated Senior Debt may have been issued, as their respective interests may appear, but only to the extent that, upon
notice from the Trustee to the holders of Designated Senior Debt that such prohibited payment has been made, the holders of the Designated Senior Debt (or their representative or representatives or a
trustee or trustees) notify the Trustee in writing of the amounts then due and owing on the Designated Senior Debt, if any, and only the amounts specified in such notice to the Trustee shall be paid
to the holders of Designated Senior Debt. 


        SECTION
8.03. Payment Over of Proceeds upon Dissolution, etc. (a) Upon any payment or distribution of assets or securities of QSC
of any kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities and excluding Defeasance Trust Payment), upon any dissolution or
winding-up or total liquidation or reorganization of QSC, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all Obligations due in respect
of Senior Debt (including interest after the commencement of any bankruptcy proceeding) shall first be paid in full in cash or Cash Equivalents before the Holders of the Notes or the Trustee on behalf
of such Holders shall be entitled to receive any payment by QSC with respect to any Obligations on or relating to the Notes, or any payment by QSC to acquire any of 


59





 



the
Notes for cash, property or securities, or any distribution by QSC with respect to the Notes of any cash, property or securities (excluding any payment or distribution of Permitted Junior
Securities and excluding any Defeasance Trust Payment). Before any payment may be made by, or on behalf of, QSC with respect to any Obligations on or relating to the Notes upon any such dissolution or
winding-up or total liquidation or reorganization, any payment or distribution of assets or securities of QSC of any kind or character, whether in cash, property or securities (excluding
any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), to which the Holders of the Notes or the Trustee on their behalf would be entitled, but for the
subordination provisions of this Indenture, shall be made by QSC or by any receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, directly to
the holders of the Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their
representatives or to the trustee or trustees or agent or agents under any agreement or indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may
appear, to the extent necessary to pay all such Senior Debt in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such
Senior Debt. 


        (b)   In
the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets or securities of QSC of any
kind or character, whether in cash, property or securities (excluding any payment or distribution of Permitted Junior Securities and excluding any Defeasance Trust Payment), shall be received by the
Trustee or any Holder of Notes at a time when such payment or distribution is prohibited by Section 8.03(a) and before all obligations in respect of Senior Debt are paid in full in cash,
such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Debt (pro
rata to such holders on the basis of the respective amounts of Senior Debt held by such holders) or their respective representatives, or to the trustee or trustees or agent or
agents under any indenture pursuant to which any of such Senior Debt may have been issued, as their respective interests may appear, for application to the payment of Senior Debt remaining unpaid
until all such Senior Debt has been paid in full in cash after giving effect to any prior or concurrent payment, distribution or provision therefor to or for the holders of such Senior Debt. 



        The
consolidation of QSC with, or the merger of QSC with or into, another corporation or the liquidation or dissolution of QSC following the conveyance or transfer of its property as an
entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided in Article V shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the
purposes of this Section 8.03 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article V. 


        SECTION
8.04. Subrogation. Upon the payment in full in cash or Cash Equivalents of all Senior Debt, or provision for payment, the Holders
of the Notes shall be subrogated to the rights of the holders of Senior Debt to receive payments or distributions of cash, property or securities of QSC made on such Senior Debt until all Obligations
due in respect of the Notes shall be paid in full in cash; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities
to which the Holders of the Notes or the Trustee on their behalf would be entitled except for the provisions of this Article VIII, and no payment over pursuant to the provisions of this
Article VIII to the holders of Senior Debt by Holders of the Notes or the Trustee on their behalf shall, as between QSC, its creditors other than holders of Senior Debt, and the Holders of the
Notes, be deemed to be a payment by QSC to or on account of the Senior Debt. It is understood that the provisions of this Article VIII are and are intended solely for the purpose of defining
the relative rights of the Holders of the Notes with respect to the QSC Guarantee, on the one hand, and the holders of the Senior Debt, on the other hand. 


60





 



        If
any payment or distribution to which the Holders of the Notes would otherwise have been entitled but for the provisions of this Article VIII shall have been applied, pursuant
to the provisions of this Article VIII, to the payment of all amounts payable under Senior Debt, then and in such case, the Holders of the Notes shall be entitled to receive from the holders of
such Senior Debt any payments or distributions received by such holders of Senior Debt in excess of the amount required to make payment in full in cash of such Senior Debt. 


        SECTION
8.05. Obligations of QSC Unconditional. Nothing contained in this Article VIII or elsewhere in this Indenture or in the
Notes is intended to or shall impair, as among QSC and the Holders of the Notes, the obligation of QSC, which is absolute and unconditional, to pay to the Holders of the Notes, all Obligations due in
respect of the QSC Guarantee as and when the same shall become due and payable in accordance with the terms of the QSC Guarantee, or is intended to or shall affect the relative rights of the Holders
of the Notes and creditors of QSC other than the holders of the Senior Debt, nor shall anything herein or therein prevent the Holder of any Note or the Trustee on their behalf from exercising
all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article VIII of the holders of the Senior Debt in respect of
cash, property or securities of QSC received upon the exercise of any such remedy. 


        Without
limiting the generality of the foregoing, nothing contained in this Article VIII shall restrict the right of the Trustee or the Holders of Notes to take any action to
declare the Notes to be due and payable prior to their stated maturity pursuant to Section 6.01 or to pursue any rights or remedies hereunder;  provided, however, that all Senior Debt then due and payable shall first be paid in full in cash or Cash
Equivalents before the Holders of the Notes or the Trustee are entitled to receive any direct or indirect payment from QSC of all Obligations due in respect of the QSC Guarantee. 


        SECTION
8.06. Notice to Trustee. QSC shall give prompt written notice to the Trustee of any fact known to QSC which would prohibit the
making of any payment to or by the Trustee in respect of the QSC Guarantee pursuant to the provisions of this Article VIII. The Trustee shall not be charged with knowledge of the existence of
any event of default with respect to any Senior Debt or of any other facts which would prohibit the making of any payment to or by the Trustee in respect of the QSC Guarantee unless and until the
Trustee shall have received notice in writing at its Corporate Trust Office to that effect signed by an Officer of QSC, or by a holder of Senior Debt or trustee or agent therefor; and prior to the
receipt of any such written notice, the Trustee shall, subject to Article VII, be entitled to assume that no such facts exist; provided,  however, that
if the Trustee shall not have received the notice provided for in this Section 8.06 at least two Business Days prior to the date
upon which by the terms of this Indenture any moneys shall become payable for any purpose (including, without limitation, the payment of the principal of or interest on any Note), then, regardless of
anything herein to the contrary, the Trustee shall have full power and authority to receive any moneys from QSC and to apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary which may be received by it on or after such prior date. Nothing contained in this Section 8.06 shall limit the right of the holders of Senior Debt to
recover payments as contemplated by Section 8.03. The Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or itself to be a holder of
any Senior Debt (or a trustee on behalf of, or other representative of, such holder) to establish that such notice has been given by a holder of such Senior Debt or a trustee or representative on
behalf of any such holder. 


61







   
        In the event that the Trustee determines in good faith that any evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or
distribution pursuant to this Article VIII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such
Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article VIII, and if
such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. 


        SECTION
8.07. Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets or securities
referred to in this Article VIII, the Trustee and the Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which bankruptcy,
dissolution, winding-up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, delivered to the Trustee or to the Holders of the Notes for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of
the Senior Debt and other indebtedness of QSC, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this
Article VIII. 


        SECTION
8.08. Trustee's Relation to Senior Debt. The Trustee and any Paying Agent shall be entitled to all the rights set forth in this
Article VIII with respect to any Senior Debt which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Debt, and nothing in
this Indenture shall deprive the Trustee or any Paying Agent of any of its rights as such holder. 



        With
respect to the holders of Senior Debt, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this
Article VIII, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Debt (except as provided in Section 8.03(b)). The Trustee shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay
over or distribute to Holders of Notes or to QSC or to any other person cash, property or securities to which any holders of Senior Debt shall be entitled by virtue of this Article VIII or
otherwise. 


        SECTION
8.09. Subordination Rights Not Impaired by Acts or Omissions of QSC or Holders of Senior Debt. No right of any present or future
holders of any Senior Debt to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of QSC or by any act or failure
to act, in good faith, by any such holder, or by any
noncompliance by QSC with the terms of this Article VIII, regardless of any knowledge thereof which any such holder may have or otherwise be charged with. The provisions of this
Article VIII are intended to be for the benefit of, and shall be enforceable directly by, the holders of Senior Debt. 



        SECTION
8.10. Holders Authorize Trustee To Effectuate Subordination of Notes. Each Holder of Notes by the Holder's acceptance of such
Notes authorizes and expressly directs the Trustee on the Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article VIII,
and appoints the Trustee his attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, total liquidation or reorganization of QSC
(whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise) tending towards liquidation of the business and
assets of QSC, the filing of a claim for the unpaid balance of its Notes in the form required in those proceedings. 



        SECTION
8.11. This Article Not To Prevent Events of Default. The failure to make a payment on account of any Obligation due in
respect of the Notes by reason of any provision of this Article VIII 


62





 



shall
not be construed as preventing the occurrence of an Event of Default specified in clause (a), (b) or (c) of Section 6.01. 



        SECTION
8.12. Trustee's Compensation Not Prejudiced. Nothing in this Article VIII shall apply to amounts due to the Trustee
pursuant to other sections in this Indenture. 


        SECTION
8.13. No Waiver of Subordination Provisions. Without in any way limiting the generality of Section 8.09, the holders of
Senior Debt may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Notes, without incurring responsibility to the Holders of the Notes and
without impairing or releasing the subordination provided in this Article VIII or the obligations hereunder of the Holders of the Notes to the holders of Senior Debt, do any one or more of the
following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt or any instrument evidencing the same or any agreement under which
Senior Debt is outstanding or secured; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Debt; (c) release any Person liable
in any manner for the collection of Senior Debt; and (d) exercise or refrain from exercising any rights against QSC and any other Person. 


        SECTION
8.14. Subordination Provisions Not Applicable to Money Held in Trust for Holders; Payments May Be Paid Prior to
Dissolution. All cash in U.S. legal tender and U.S. Government Obligations deposited in trust with the Trustee by or on behalf of QSC pursuant to and in accordance with
Article IX shall be for the sole benefit of the Holders and shall not be subject to this Article VIII. 


        Nothing
contained in this Article VIII or elsewhere in this Indenture shall prevent (i) QSC, except under the conditions described in Section 8.02, from making
payments of any Obligation due in respect of the Notes or from depositing with the Trustee any moneys for such payments or from effecting a termination of the Company's obligations under the Notes and
this Indenture as provided in Article IX, or (ii) the application by the Trustee of any moneys deposited with it for the purpose of making such payments of any Obligations due in respect
of the Notes, to the holders entitled thereto unless at least two Business Days prior to the date upon which such payment becomes due and payable, the Trustee shall have received the written notice
provided for in Section 8.02(b) or in Section 8.06 or (iii) subordinate the obligations of any obligor (other than QSC) to Senior Debt. QSC shall give prompt written notice
to the Trustee of any dissolution, winding-up, liquidation or reorganization of QSC. 


        SECTION
8.15. Acceleration of Notes. If payment of the Notes is accelerated because of an Event of Default, QSC shall promptly notify
holders of the Senior Debt of the acceleration. 


        SECTION
8.16. Termination of Subordination of QSC Guarantee upon Occurrence of Termination Event. Notwithstanding any other provision of
this Article VIII, the subordination of the QSC Guarantee to Senior Debt provided for in this Article VIII shall terminate from and after the occurrence of any Termination Event and,
from and after the date of a Termination Event, the obligations of QSC pursuant to the QSC Guarantee shall cease to be subject to the provisions of this Article VIII and thereafter, shall rank  pari passu in right of payment with all Senior Debt. 


ARTICLE IX
  DISCHARGE OF INDENTURE; DEFEASANCE  



        SECTION 9.01. Legal Defeasance and Covenant Defeasance. (a) The Company may, at the option of its Board of
Directors evidenced by a resolution set forth in an Officers' Certificate, at any time, elect to have either Section 9.01(b) or 9.01(c) hereof be applied to all outstanding Notes of a
designated maturity upon compliance with the conditions set forth below in this Article IX. 


        (b)   Upon
the Company's exercise in Section 9.01(a) hereof of the option applicable to this Section 9.01(b), the Company and each Guarantor shall,
subject to the satisfaction of the conditions set 


63





 



forth
in Section 9.02 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes of a designated maturity and any related Note Guarantee on the date
the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"), each such reference below being only to such designated maturity of
Notes. For this purpose, Legal Defeasance means that the Company and each Guarantor shall be deemed to have paid and discharged the entire Indebtedness represented by such outstanding Notes and any
related Note Guarantee, which Notes and Notes Guarantees shall thereafter be deemed to be "outstanding" only for the purposes of Section 9.03 hereof and the other Sections of this
Indenture referred to in (i) and (ii) below, and to have satisfied all their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (i) the rights
of Holders of such outstanding Notes to receive solely from the trust fund described in this Article IX, as more fully set forth in such Article, payments in respect of the principal of,
premium, if any, and interest and Additional Interest, if any, on such Notes when such payments are due, (ii) the Company's obligations with respect to the Notes in Sections 2.03, 2.04, 2.05,
2.06, 2.07, 2.09, 7.07 and 7.08, which shall survive until the Notes have been paid in full (thereafter, the Company's obligations in Section 7.07 shall survive), and (iii) this
Article IX. Subject to compliance with this Article IX, the Company may exercise its option under this Section 9.01(b) notwithstanding the prior exercise of its option
under Section 9.01(c) hereof. 


        (c)   Upon
the Company's exercise under Section 9.01(a) hereof of the option applicable to this Section 9.01(c), the Company and each Guarantor shall,
subject to the satisfaction of the conditions set forth in Section 9.02 hereof, be released from their obligations under Sections 4.06, 4.07, 4.08, 4.09, (other than with respect to
collateral) 4.10, 4.13, 4.14, and 4.15 and 5.01 hereof with respect to the outstanding Notes of a designated maturity on and after the date the conditions set forth below are satisfied (hereinafter,
"Covenant Defeasance"), each such reference below being only to such designated maturity of Notes, and such Notes shall thereafter be deemed not
"outstanding" for the purposes of any direction, waiver, consent or declaration of act of Holders (and the consequences of any thereof) in connection with such Sections, but shall continue to be
deemed "outstanding" for all the other purposes hereunder (it being understood that such Notes and the related Notes Guarantees shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to
any such Section or by reason of any reference in any such Section to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 9.01(a) hereof of the option applicable to this Section 9.01(c) hereof, subject to the satisfaction of the conditions set forth in Section 9.02,
Sections 6.01(a), 6.01(b), 6.01(d) (with respect to compliance with Sections 4.08, 4.10, 4.13, 4.14, and 4.15), 6.01(e) and (f) shall not constitute Events of
Default. 


        SECTION
9.02 Conditions to Legal or Covenant Defeasance. The following shall be the conditions to the application of either
Section 9.01(b) or 9.01(c) hereof to the outstanding Notes: 


        In
order to exercise either Legal Defeasance or Covenant Defeasance: 



        (a)   (i) the
Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. legal tender, U.S. Government Obligations or a
combination thereof, in such amounts as will be sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants selected by the Company, to pay the
principal of, premium, if any, and interest and Additional Interest, if any, on such outstanding Notes on the stated date for payment or on the applicable redemption date, as the case may be,
(ii) the Holders must have a 



64





 

valid,
perfected exclusive security interest in such trust, and (iii) the Company must specify whether such Notes are being defeased to maturity or to a particular redemption date; 


        (b)   in
the case of an election under Section 9.01(b) hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service, a ruling or (ii) since the date of
this Indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of
such outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 


        (c)   in
the case of an election under Section 9.01(c) hereof, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States,
reasonably acceptable to the Trustee, confirming that the Holders of such outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant
Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 


        (d)   no
Default shall have occurred and be continuing on the date of such deposit (other than a Default resulting from the borrowing of funds to be applied to such deposit
and the grant of any Lien securing such borrowing); 


        (e)   such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement
or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which QCII, the Company or any of its Subsidiaries is bound; 


        (f)    the
Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders
over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or the Guarantors, as applicable, or others; and 



        (g)   the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the conditions precedent provided for in, in the
case of the Officers' Certificate, clauses (a) through (f) and, in the case of the Opinion of Counsel, clauses (a) (with respect to the validity and perfection of the security
interest), (b) and/or (c) and (e) above have been complied with. 




        SECTION
9.03. Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions. Subject to
Section 9.04 hereof, all cash in U.S. legal tender and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 9.03, the "Trustee") pursuant to Section 9.02 hereof in respect of outstanding Notes of a particular maturity
shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the
Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such
money need not be segregated from other funds except to the extent required by law. 


        Anything
in this Article IX to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any cash in U.S.
legal tender or U.S. Government Obligations held by it as provided in Section 9.02 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof 


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delivered
to the Trustee (which may be the opinion delivered under Section 9.02(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance. 


        SECTION
9.04. Repayment to the Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust
for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium and Additional
Interest, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such
Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company, cause to be published once, in the New York Times (national edition) and the Wall
Street Journal (national edition), notice that such money remains unclaimed and
that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid
to the Company. 


        SECTION
9.05. Reinstatement. If the Trustee or Paying Agent is unable to apply any cash in U.S. legal tender or U.S. Government
Obligations in accordance with this Article IX by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application or the
funds deposited are insufficient to pay the principal of, premium, if any, interest and Additional Interest on the outstanding Notes, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to this Article IX until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance
with this Article IX; provided, however, that, if the Company or any Guarantor makes any payment
of principal of, premium and Additional Interest, if any, or interest on any Note following the reinstatement of its obligations, the Company or any Guarantor, as the case may be, shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 



        SECTION
9.06. Satisfaction and Discharge of Indenture. Upon the request of the Company, this Indenture will cease to be of further effect
(except as to rights of registration of transfer or exchange of the Notes, which shall survive until all Notes of each maturity have been canceled), and all Liens on the Collateral shall be released
and terminated, the Company and the Guarantors will be discharged from their obligations under the designated maturity of Notes and the related Note Guarantees, and the Trustee, at the expense
of the Company, will execute proper instruments acknowledging satisfaction and discharge of this Indenture, such Note Guarantees, the Registration Rights Agreement and such Notes when: 



        (a)   either
(i) all such Notes of a particular maturity theretofore authenticated and delivered (other than mutilated, destroyed, lost or stolen Notes that have been
replaced or paid and Notes that have been subject to defeasance under this Article IX) have been delivered to the Trustee for cancellation or (ii) (A) all such Notes of a
particular maturity not theretofore delivered to the Trustee for cancellation have become due and payable or have been called for redemption pursuant to Section 3.07 and the Company, has
irrevocably deposited or caused to be deposited with the Trustee funds in trust in an amount sufficient to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the
Trustee for cancellation; (B) the Company has paid or caused to be paid all sums payable under this Indenture; (C) the Company has delivered irrevocable instructions to the Trustee to
apply the deposited money toward the payment of the Notes of such series at maturity or on the date of redemption, as the case may be; and (D) the Holders have a valid, perfected exclusive
security interest in this trust; and an 



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Officers'
Certificate and an Opinion of Counsel, each stating that all conditions precedent provided in this Indenture relating to the satisfaction and discharge of this Indenture, the
Note Guarantees, the security agreements relating thereto and the Notes have been complied with. 


        (b)   the
Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that the conditions precedent relating to this
Section 9.06 have been complied with. 




        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.07 and, if money shall have been deposited with the
Trustee pursuant to clause (a)(ii) of this Section, the obligations of the Trustee under Section 9.03 and Section 2.04 shall survive. 


ARTICLE X
  AMENDMENTS  


        SECTION 10.01. Without Consent of Holders. The Company, the Guarantors and the Trustee may amend or supplement
this Indenture, the Notes (as to a designated maturity of Notes or as to all of the Notes), the Notes Guarantees or the Security Documents applicable thereto without notice to or consent of any
Noteholder: 



        (a)   to
cure any ambiguity, defect or inconsistency; 


        (b)   to
provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated
Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of
the Code); 


        (c)   to
provide for the assumption of the Company's and Guarantors' obligations to Holders of such Notes, and related releases of the Company and Guarantors, in the case of a
merger, consolidation or sale of assets pursuant to Section 5.01; 


        (d)   to
make any change that would provide any additional rights or benefits to the Holders of such Notes or that, as determined by the Board of Directors of the Company in
good faith, does not materially adversely affect the rights of any such Holder under this Indenture, the Notes or the Note Guarantees, or the Security Documents; 



        (e)   to
comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; 


        (f)    to
provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture; 


        (g)   to
add additional assets to the Collateral or additional guarantees; 


        (h)   to
make any change necessary to conform to the "Description of Notes" contained in the offering memorandum relating to the offering of the Initial Notes; or 



        (i)    without
limiting the effect of Section 8.16, to eliminate references to subordination of the QSC Guarantee. 




        After
an amendment under this Section becomes effective, the Company shall mail to the Holders of such Notes a notice briefly describing such amendment. The failure to give such
notice to all the Holders of such Notes, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 


        SECTION
10.02. With Consent of Holders. The Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes (as
to a designated maturity of Notes or as to all of the 


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Notes),
the Note Guarantees or the Security Documents with the written consent of the Holders of at least a majority in aggregate principal amount of all series of the Notes then outstanding
(including Additional Notes, if any), voting together as a single group; provided that any such amendments that affect the terms of a particular
maturity of Notes as distinct from any other maturity of Notes will require the consent of at least a majority in aggregate principal amount of such affected maturity of Notes then outstanding and any
existing Default under, or compliance with any provisions of, this Indenture, the Notes, any Note Guarantee thereon or the Security Documents applicable thereto may be waived (other than any
continuing Default in the payment of the principal of or interest on the Notes) with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding to be affected
thereby (including consents obtained in connection with a tender offer or exchange offer for such Notes) and provided further that any such amendment
may not effect any change that adversely affects the rights under Article VIII of any holder of Senior Debt then outstanding unless such holder, or its representative, shall have consented in
writing to such amendment. Notwithstanding the foregoing, without the consent of each Noteholder affected, an amendment or waiver may not (with respect to any Notes held by a
non-consenting Holder): 



        (i)    change
the maturity of such Notes; 


        (ii)   reduce
the amount, extend the due date or otherwise affect the terms of any scheduled payment of interest on or principal of any such Note; 


        (iii)  reduce
any premium payable upon optional redemption of any such Notes, change the date on which any such Notes are subject to redemption or otherwise alter the
provisions with respect to the redemption of such Notes; 


        (iv)  make
any such Notes payable in money or currency other than that stated therein; 


        (v)   modify
or change any provision of this Indenture or the related definitions to modify the ranking of such Notes or any Note Guarantee thereon or the subordination
provisions thereof, or alter the relative priority of the security interests as provided for in the Security Documents, in a manner that adversely affects the Holder thereof; 


        (vi)  reduce
the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or any such Notes; 


        (vii) impair
the rights of Holders to receive payments of principal of or interest on such Notes; 


        (viii)   release
any Guarantor from any of its obligations under its applicable Note Guarantee or this Indenture, except as permitted by this Indenture;
or 


        (ix)  make
any changes in the foregoing amendment or waiver provisions. 




        It
shall not be necessary for the consent of the Holders under this Section 10.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such
consent approves the substance thereof. 


        After
an amendment under this Section becomes effective, the Company shall mail to the Holders of such Notes a notice briefly describing such amendment. The failure to give such
notice to all the Holders of such Notes, or any defect therein, shall not impair or affect the validity of an amendment under this Section. 



        Notwithstanding
the foregoing, no amendment may, without the consent of 662/3% in aggregate principal amount of the Notes of all series then outstanding, voting together
as single group, release any Collateral from any Lien under the Security Documents relating thereto, except in accordance with Sections 4.10 and 11.03;  provided that such a release may be obtained
as to a particular series with the consent of Holders of 662/3% in aggregate principal
amount of such series. 


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        SECTION
10.03. Compliance with Trust Indenture Act. Every amendment to this Indenture or the Notes shall comply with the TIA as then in
effect. 


        SECTION
10.04. Revocation and Effect of Consents and Waivers. A consent to an amendment or a waiver by a Holder of a Note shall
bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent or waiver is
not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Note or portion of the Note if the Trustee receives written notice of
revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Noteholder. Except if otherwise specified in such amendment or
waiver, an amendment or waiver becomes effective once the requisite number of consents are received by the Company or the Trustee. 


        The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Noteholders entitled to give their consent or take any other action described above
or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Noteholders at such record
date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such
Persons continue to be Holders after such record date. 


        SECTION
10.05. Notation on or Exchange of Notes. If an amendment changes the terms of a Note, the Trustee may require the Holder of the
Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate
notation or to issue a new Note shall not affect the validity of such amendment. 


        SECTION
10.06. Trustee To Sign Amendments. The Trustee shall sign any amendment authorized pursuant to this Article X if the
amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall be
entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers' Certificate and an Opinion
of Counsel stating that such amendment is authorized or permitted by this Indenture that such amendment is the legal, valid and binding obligation of the Company and the Guarantors enforceable against
them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 10.03). 


ARTICLE XI
  COLLATERAL DOCUMENTS  


        SECTION 11.01. Security Documents. All obligations of QSC with respect to the QSC Guarantee and performance of all
other obligations of QSC to the Holders of Notes or the Trustee under this Indenture, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which QSC has
entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without
limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs
each of the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. QSC shall deliver to the Trustee (if it is
not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and 


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things
as may be required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent, the security interest in the Collateral contemplated hereby,
by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of the Note Guarantee secured hereby, according
to the intent and purposes herein expressed. QSC shall take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of QSC
hereunder, a valid and enforceable perfected Lien in and on all of the Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, with such priority as provided for in the
applicable Security Documents. 


        SECTION
11.02. Recording and Opinions. (a) QSC shall each furnish to the Trustee: 



        (1)   promptly
after issuance of the Exchange Notes, an Opinion of Counsel that complies with TIA § 314(b)(1); and 


        (2)   at
least annually thereafter, an Opinion of Counsel that complies with TIA § 314(b)(2). 




        (b)   QSC
will otherwise comply with any successor provisions to TIA § 314(b). 


        SECTION
11.03. Release of Collateral upon Asset Sale. (a) Subject to subsections (b) and (c) of this
Section 11.03, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions hereof. Upon
the request of QSC and without the consent of any Holder of the Notes and the Note Guarantees, QSC will be entitled to an automatic release of assets included in the Collateral
("Released Interests") from the Liens securing the QSC Guarantee in connection with an Asset Sale if QSC shall have delivered to the Trustee and the
Collateral Agent: 



        (i)    a
notice requesting the release of the Released Interests, which notice shall (A) describe the proposed Released Interests, (B) stating that the purchase
price received is at least equal to the Fair Market Value of the Released Interest, and (C) in the event that any assets other than cash or Cash Equivalents comprise a portion of the
consideration received in such Asset Sale, specifically describing such assets; 



        (ii)   an
Officers' Certificate of QSC stating that: (A) (1) the stated Fair Market Value of such Asset Sale of Collateral does not include the sale of assets
other than the Released Interest and (2) such Asset Sale complies with the terms and conditions of this Indenture with respect to Asset Sales; (B) all Net Available Proceeds from the
sale of the Released Interest will be applied pursuant to the provisions of the Pledge Agreement and this Indenture and the documents governing any Indebtedness secured by a Lien on the Released
Interest senior to the Lien of the Notes with respect to Asset Sales; and (C) all conditions precedent in this Indenture relating to the release in question have been complied with; 



        (iii)  the
Net Available Proceeds and other non-cash consideration from the Asset Sale required to be pledged to secure the Notes have been so pledged in a manner
that creates a perfected security interest therein of the same priority as the Collateral sold; 


        (iv)  all
documentation necessary or reasonably requested by the Trustee to evidence the grant to the Collateral Agent, on behalf of the Holders of the Notes, of a security
interest in and Lien (of the same priority as the Lien on the assets subject to the Asset Sale) on all assets comprising a portion of the consideration received in such Asset Sale, if any; and 



        (v)   all
documentation required by the TIA prior to the release of Collateral by the Trustee. 




        Upon
receipt of such notice and Officers' Certificate each Collateral Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or
release to evidence 


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the
release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents. 



        The
Trustee may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements
contained in such documents and such Opinion of Counsel. 


        (b)   Except
as otherwise provided in the Pledge Agreements, no Collateral may be released from the Lien and security interest created by the Security Documents pursuant to
the provisions of the Security Documents unless the Officers' Certificate required by this Section 11.03 has been delivered to the Collateral Agent. 


        (c)   The
release of any Collateral from the terms of this Indenture and the Security Documents shall not be deemed to impair the security under this Indenture in
contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Security Documents and this Indenture. To the extent applicable, QSC will cause TIA
§ 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities from the Lien and security interest of the Security Documents and relating to
the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Security Documents, to be complied with. Any certificate or opinion required by TIA
§ 314(d) may be made by an Officer of QSC, except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which
Person will be an independent engineer, appraiser or other expert selected or approved by the Trustee and the Collateral Agents in the exercise of reasonable care. 



        SECTION
11.04. Certificates of the Trustee. In the event that QSC wishes to release Collateral in accordance with the Security Documents
at a time when the Trustee is not the Collateral Agent and has delivered the certificates and documents required by the Security Documents and Section 11.03 hereof, the Trustee will determine
whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to
Section 11.03(a) (ii), will deliver a certificate to the Collateral Agents setting forth such determination. 


        SECTION
11.05. Authorization of Actions To Be Taken by the Trustee Under the Security Documents. Subject to the provisions of
Sections 7.01 and 7.02 hereof, the Trustee may, in its sole discretion and without the consent of the Holders of Notes, direct, on behalf of the Holders of Notes, the Collateral Agents to take
all actions it deems necessary or appropriate in order to: 



        (1)   enforce
any of the terms of the Security Documents; and 


        (2)   collect
and receive any and all amounts payable in respect of the Obligations of QSC hereunder. 




        SECTION
11.06. Authorization of Receipt of Funds by the Trustee Under the Security Documents. The Trustee is authorized to receive any
funds for the benefit of the Holders of Notes distributed under the Security Documents, and to make further distributions of such funds to the Holders of Notes according to the provisions of this
Indenture. 


        SECTION
11.07. Termination of Security Interest. The Trustee will, at the request of QSC, deliver a certificate to the Collateral Agent
instructing the Collateral Agent to release the Liens pursuant to this Indenture and the Security Documents upon (1) payment in full of the principal of, accrued and unpaid interest and
Additional Interest, if any, on the Notes and all other Obligations under this Indenture, (2) a satisfaction and discharge of this Indenture as described in Section 9.06 hereof,
(3) a legal defeasance or covenant defeasance as described in Article IX or (4) the occurrence of a Termination Event. Upon receipt of such instruction, the Collateral Agent shall
execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of all such Liens. 


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        SECTION 11.08. Collateral Agent. (a) BNY Asset Solutions LLC shall initially act as the Collateral Agent pursuant to the terms of
the Security Documents and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Neither the Collateral Agent nor any of its officers, directors,
employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of
any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are
solely to protect the Collateral Agent's interests in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent shall be accountable only
for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any
act or failure to act hereunder, except for its own gross negligence or willful misconduct. 


        (b)   The
Trustee and the Collateral Agent are each authorized and directed to (i) enter into the Security Documents, (ii) bind the Holders on the terms as set
forth therein and (iii) perform and observe their respective obligations under the Security Documents. 


        (c)   If
QSC at any time incurs any Indebtedness which is permitted to be secured by a Lien on the Collateral by the terms hereof and desires to secure such Indebtedness,
(ii) QSC delivers to the Collateral Agents an Officers' Certificate so stating and requesting that the Collateral Agents enter into Security Documents so providing and (iii) QSC delivers
to the Collateral Agent an Opinion of Counsel stating that, in the opinion of such counsel, such Liens are permitted hereby; then such Liens may be granted with such priority and rank as set forth in
such Officers' Certificate and permitted hereby. 


        SECTION
11.09. Suits to Protect the Collateral. Subject to the provisions of the Security Documents, the Trustee shall have power to
institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which may be unlawful or in violation of any of the Security
Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Trustee and the Holders in the Collateral
(including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interests or be prejudicial to the interests of the Holders or
the Trustee). 


        SECTION
11.10. Powers Exercisable by Receiver or Trustee. In case the Collateral shall be in the possession of a receiver or trustee,
lawfully appointed, the powers conferred in this Article XI upon QSC, with respect to the release, sale or other disposition of such property may be exercised by such
receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of QSC or of any officer or officers thereof required by the
provisions of this Article XI. 


ARTICLE XII
  NOTES GUARANTEES  


        SECTION 12.01. Notes Guarantees. Each Guarantor hereby jointly and severally unconditionally and irrevocably
guarantees as a primary obligor and not merely as a surety, to each Holder and to the Trustee and its successors and assigns (a) the full and punctual payment of principal of, premium, if any,
and interest and Additional Interest, if any, on the Notes when due, whether at maturity, by acceleration, by redemption or otherwise, subject to any applicable grace period, and all other monetary
Obligations of the Company under this Indenture (including obligations to the Trustee) and the Notes and (b) the full and punctual performance within applicable grace periods of all other
Obligations of the Company whether for expenses, indemnification or otherwise under this Indenture 


72





 



and
the Notes (all of the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this
Article XII notwithstanding any extension or renewal of any Guaranteed Obligation. 


        Each
Guarantor waives presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each
Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Notes or any other agreement or otherwise; (b) any
extension or renewal of any Guaranteed Obligations; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement;
(d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or Trustee to exercise any right or remedy
against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor, except as provided in Section 12.02(b). 


        Each
Guarantor further agrees that its Note Guarantee herein constitutes a Guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives
any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations. 



        The
obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or
unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise
affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Notes or any other agreement, by any waiver or modification of any
thereof, by any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations, or by any other act or thing or omission or delay to do any other act or thing which
may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. 


        Each
Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of
principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. 



        In
furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure
of the Company to pay the principal of or interest, premium or Additional Interest, if any, on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or
cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest,
premium and Additional Interest, if any, on such Guaranteed Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Guaranteed Obligations of the Company to the
Holders and the Trustee. 


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        Each
Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in
full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed
Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of any Note Guarantee herein, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in
Article VI, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section. 


        Each
Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under
this Section. 


        SECTION
12.02. Limitation on Liability; Release. Any term or provision of this Indenture to the contrary notwithstanding, the maximum,
aggregate amount of the obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be guaranteed without rendering this Indenture, as it relates to any Guarantor,
voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. 


        SECTION
12.03. Successors and Assigns. This Article XII shall be binding upon each Guarantor and its successors and assigns and
shall ensure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this
Indenture. 


        SECTION
12.04. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article XII shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The
rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this
Article XII at law, in equity, by statute or otherwise. 


        SECTION
12.05. Modification. No modification, amendment or waiver of any provision of this Article XII, nor the consent to any
departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or
other circumstances. 


        SECTION
12.06. Evidence of Guarantee. To evidence their guarantees to the Holders set forth in this Article XII, each of the
Guarantors hereby agrees to execute the notation of Note Guarantee in substantially the form included in Exhibit C. Each such notation of
Note Guarantee shall be signed on behalf of each Guarantor by an Officer. 


        Each
Guarantor hereby agrees that its Note Guarantee set forth in Section 12.01 shall remain in full force and effect notwithstanding any failure to endorse on each
Note a notation of such Note Guarantee. 


        If
an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a
Note Guarantee is endorsed, the Note Guarantee shall be valid nevertheless. 


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        The
delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on
behalf of the Guarantors. 


ARTICLE XIII
  MISCELLANEOUS  


        SECTION 13.01. Trust Indenture Act Controls. If any provision of this Indenture limits, qualifies or conflicts
with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. 



        SECTION
13.02. Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as
follows: 


        if
to the Company or any Guarantor: 




Qwest
Communications International Inc.

1801 California Street

Denver, Colorado 80202 






        with
a copy to: 




O'Melveny &
Myers

400 South Hope Street

Los Angeles, California 90071 





        if
to the Trustee: 




J.P.
Morgan Trust Company, National Association

Attention: Institutional Trust Services

1 Bank One Plaza

Mail Code: IL1-0823

Chicago, IL 60670-0823 





        The
Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 



        Any
notice or communication mailed to a Noteholder shall be made in compliance with Section 313(c) of the TIA and mailed to the Noteholder at the Noteholder's address as it
appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. 


        Failure
to mail a notice or communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders. If a notice or communication is mailed
in the manner provided above, it is duly given, whether or not the addressee receives it. 


        SECTION
13.03. Communication by Holders with Other Holders. Noteholders may communicate pursuant to TIA § 312(b) with
other Noteholders with respect to their rights under this Indenture or the Notes. The Company, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA §
312(c). 


        SECTION
13.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, at the request of the Trustee the Company shall furnish to the Trustee: 



        (1)   an
Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof)
stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 



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        (2)   an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating
that, in the opinion of such counsel, all such conditions precedent have been complied with. 




        To
the extent applicable, the Company shall comply with Section 314(c)(3) of the TIA. 


        SECTION
13.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include: 



        (1)   a
statement that the individual making such certificate or opinion has read such covenant or condition; 


        (2)   a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are
based; 


        (3)   a
statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with or satisfied; and 


        (4)   a
statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with. 




        SECTION
13.06. When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any
direction, waiver or consent, Notes owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be
disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which
the Trustee actually knows are so owned shall be so disregarded. Also,
subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination. 


        SECTION
13.07. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of
Noteholders. The Registrar and the Paying Agent may make reasonable rules for their functions. 


        SECTION
13.08. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions are not required to be open in the State of New York. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected. 


        SECTION
13.09. GOVERNING LAW. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 



        SECTION
13.10. No Recourse Against Others. A director, officer, incorporator, employee, stockholder or Affiliate as such, of the Company
or any Guarantor shall not have any liability for any obligations of the Company or any Guarantor under the Notes, the Notes Guarantees, this Indenture, the Registration Rights Agreement or the
Security Documents or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder waives and releases all such liability. The waiver
and release shall be part of the consideration for the issue of the Notes. 


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        SECTION
13.11. Successors. All agreements of the Company and each Guarantor in this Indenture and the Notes shall bind their successors.
All agreements of the Trustee in this Indenture shall bind its successors. 


        SECTION
13.12. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough to prove this Indenture. 


        SECTION
13.13. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and
Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions
hereof. 


        SECTION
13.14. Severability. In case any one or more of the provisions in this Indenture, in the Notes or in the Guarantees shall be held
invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the full extent permitted by law. 


        SECTION
13.15. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any of its Subsidiaries. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 


77





 

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



	

 	
 	

QWEST COMMUNICATIONS INTERNATIONAL INC.
	

 	
 	

By:	
 	

/s/  JANET K. COOPER      
 Name: Janet K. Cooper

Title: Senior Vice President and Treasurer
	

 	
 	

QWEST CAPITAL FUNDING, INC.
	

 	
 	

By:	
 	

/s/  JANET K. COOPER      
 Name: Janet K. Cooper

Title: Senior Vice President and Treasurer
	

 	
 	

QWEST SERVICES CORPORATION
	

 	
 	

By:	
 	

/s/  JANET K. COOPER      
 Name: Janet K. Cooper

Title: Senior Vice President and Treasurer
	

 	
 	

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

/s/  SHARON MCGRATH      
 Name: Sharon McGrath

Title: Assistant Vice President




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