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Exhibit 10.29  


CONFORMED
COPY 




$750,000,000 


CREDIT
AGREEMENT 


dated
as of 


February 5,
2004 


among



Qwest
Services Corporation

Qwest Communications International Inc. 


The
Lenders Listed Herein 


and 


Bank
of America, N.A.,

as Administrative Agent 




J.P.
Morgan Securities Inc.

Wachovia Capital Markets, LLC

Co-Lead Arrangers

and Joint Bookrunners 


JPMorgan
Chase Bank

Wachovia Bank, N.A.

Co-Syndication Agents 


Lehman
Commercial Paper Inc.

UBS Securities LLC

Co-Documentation Agents 






   TABLE OF CONTENTS  



	 
	 	 
	 	Page

	 	 	ARTICLE 1

Definitions	 	 
	Section 1.01.	 	The Definitions	 	1
	Section 1.02.	 	Accounting Terms and Determinations	 	15
	Section 1.03.	 	Types and Tranches of Borrowings of Loans	 	15
	

 	
 	
ARTICLE 2

The Credits	
 	

 
	Section 2.01.	 	Commitments to Lend	 	15
	Section 2.02.	 	Notice of Borrowing	 	15
	Section 2.03.	 	Notice to Lenders; Funding of Loans	 	16
	Section 2.04.	 	Evidence of Debt	 	17
	Section 2.05.	 	Maturity of Loans	 	17
	Section 2.06.	 	Interest Rates	 	17
	Section 2.07.	 	Commitment Fees	 	18
	Section 2.08.	 	Termination or Reduction of Commitments; Scheduled Amortization of Term Loans	 	19
	Section 2.09.	 	Method of Electing Interest Rates	 	19
	Section 2.10.	 	Prepayments	 	20
	Section 2.11.	 	General Provisions as to Payments	 	20
	Section 2.12.	 	Funding Losses	 	21
	Section 2.13.	 	Computation of Interest and Fees	 	21
	Section 2.14.	 	Change of Control	 	21
	Section 2.15.	 	Increase In Commitments; New Term Tranche	 	22
	

 	
 	
ARTICLE 3

Conditions	
 	

 
	Section 3.01.	 	Closing	 	23
	Section 3.02.	 	Condition To Term Loans	 	24
	Section 3.03.	 	All Borrowings	 	24
	

 	
 	
ARTICLE 4

Representations And Warranties	
 	

 
	Section 4.01.	 	Corporate Existence and Power	 	25
	Section 4.02.	 	Corporate and Governmental Authorization; No Contravention	 	25
	Section 4.03.	 	Binding Effect	 	25
	Section 4.04.	 	Financial Information	 	25
	Section 4.05.	 	Litigation	 	26
	Section 4.06.	 	Compliance with ERISA	 	26
	Section 4.07.	 	Environmental Matters	 	26
	Section 4.08.	 	Taxes	 	26
	Section 4.09.	 	Subsidiaries	 	27
	Section 4.10.	 	Not an Investment Company	 	27
	Section 4.11.	 	Full Disclosure	 	27
	Section 4.12.	 	Solvency	 	27
	 	 	 	 	 





i





 

	

 	
 	
ARTICLE 5

Covenants	
 	

 
	Section 5.01.	 	Information	 	27
	Section 5.02.	 	Maintenance of Property; Insurance	 	30
	Section 5.03.	 	Maintenance of Existence	 	30
	Section 5.04.	 	Compliance with Laws	 	30
	Section 5.05.	 	Inspection of Property, Books and Records	 	30
	Section 5.06.	 	Financial Covenants	 	30
	Section 5.07.	 	Negative Pledge	 	30
	Section 5.08.	 	Consolidations, Mergers and Sales of Assets	 	32
	Section 5.09.	 	Use of Proceeds	 	33
	Section 5.10.	 	Restricted Payments and Payments of Certain Other Debt	 	33
	Section 5.11.	 	Limitations on Restrictions Affecting Subsidiaries	 	34
	Section 5.12.	 	Limitations on Debt	 	34
	Section 5.13.	 	Limitations on Investments; Loans, Advances, Guarantees and Acquisitions	 	37
	Section 5.14.	 	Further Assurances Regarding Collateral and Guaranty Requirement	 	38
	Section 5.15.	 	Borrower A Holding Company	 	38
	

 	
 	
ARTICLE 6

Defaults	
 	

 
	Section 6.01.	 	Events of Default	 	38
	Section 6.02.	 	Notice of Default	 	40
	

 	
 	
ARTICLE 7

The Administrative Agent	
 	

 
	Section 7.01.	 	Appointment and Authorization	 	40
	Section 7.02.	 	Administrative Agent and Affiliates	 	40
	Section 7.03.	 	Action by Administrative Agent	 	40
	Section 7.04.	 	Consultation with Experts	 	41
	Section 7.05.	 	Delegation of Duties	 	41
	Section 7.06.	 	Liability of Administrative Agent	 	41
	Section 7.07.	 	Indemnification	 	41
	Section 7.08.	 	Credit Decision; Disclosure of Information by Administrative Agent	 	41
	Section 7.09.	 	Successor Administrative Agent	 	42
	Section 7.10.	 	Administrative Agent's Fee	 	42
	

 	
 	
ARTICLE 8

Changes In Circumstances	
 	

 
	Section 8.01.	 	Basis for Determining Interest Rate Inadequate or Unfair	 	42
	Section 8.02.	 	Illegality	 	43
	Section 8.03.	 	Increased Cost and Reduced Return	 	43
	Section 8.04.	 	Taxes	 	44
	Section 8.05.	 	Domestic Loans Substituted for Affected Euro-Dollar Loans	 	45
	Section 8.06.	 	Substitution of Lender	 	46
	 	 	 	 	 



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ARTICLE 9

Guaranty	
 	

 
	Section 9.01.	 	The Guaranty	 	46
	Section 9.02.	 	Guaranty Unconditional	 	46
	Section 9.03.	 	Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances	 	47
	Section 9.04.	 	Waiver by the Guarantor	 	47
	Section 9.05.	 	Subrogation	 	47
	Section 9.06.	 	Stay of Acceleration	 	47
	

 	
 	
ARTICLE 10

Miscellaneous	
 	

 
	Section 10.01.	 	Notices	 	47
	Section 10.02.	 	No Waivers	 	48
	Section 10.03.	 	Expenses; Indemnification	 	48
	Section 10.04.	 	Sharing of Set-offs	 	48
	Section 10.05.	 	Amendments and Waivers	 	49
	Section 10.06.	 	Successors and Assigns	 	49
	Section 10.07.	 	Governing Law; Submission to Jurisdiction	 	51
	Section 10.08.	 	Counterparts; Integration	 	51
	Section 10.09.	 	WAIVER OF JURY TRIAL	 	52
	Section 10.10.	 	Confidentiality	 	52
	Section 10.11.	 	No Reliance on Margin Stock	 	52
	Section 10.12.	 	Co-Lead Arrangers, Joint Bookrunners, Co-Syndication Agents and Co-Documentation Agents	 	52
	Section 10.13.	 	Payments Set Aside	 	52
	Section 10.14.	 	USA Patriot Act Notice	 	52





Commitment
Schedule 



	Schedule 4.05	 	—	 	Litigation
	

Schedule 4.07	
 	

—	
 	

Environmental Matters
	

Schedule 5.07	
 	

—	
 	

Existing Liens
	

Schedule 5.12	
 	

—	
 	

Existing Debt
	

Schedule 5.13	
 	

—	
 	

Existing Investments
	

Exhibit A	
 	

—	
 	

Note
	

Exhibit B	
 	

—	
 	

Security and Pledge Agreement
	

Exhibit C	
 	

—	
 	

Term Loan Addendum
	

Exhibit D	
 	

—	
 	

Opinions of Counsel for the Loan Parties
	

Exhibit E	
 	

—	
 	

Assignment and Assumption Agreement
	

Exhibit F	
 	

—	
 	

Notice of Borrowing




iii







 
 

CREDIT AGREEMENT    
    



        AGREEMENT dated as of February 5, 2004 among QWEST SERVICES CORPORATION, QWEST COMMUNICATIONS INTERNATIONAL INC., the LENDERS listed on the
signature pages hereof and BANK OF AMERICA, N.A., as Administrative Agent. 


ARTICLE 1

Definitions  


        Section 1.01. The Definitions.


        The
following terms, as used herein, have the following meanings: 


        "Adjusted London Interbank Offered Rate" has the meaning set forth in Section 2.06. 


        "Administrative Agent" means Bank of America, N.A., in its capacities as administrative agent and collateral agent for the Lenders under
the Loan Documents, and its successors in such capacity. 


        "Administrative Agent-Related Person" means the Administrative Agent, together with its Affiliates, and the officers, directors,
employees, agents and attorneys-in-fact of such Persons and Affiliates. 


        "Administrative Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form prepared by the
Administrative Agent and submitted to the Administrative Agent (with a copy to the Company) duly completed by such Lender. 


        "Affiliate", as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control
with, that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any
Person, means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. 


        "Aggregate Commitment" means the Commitments of all the Lenders. 


        "Agreement" means this Credit Agreement dated as of February 5, 2004, as the same may from time to time be amended, amended and
restated, modified or supplemented. 


        "Applicable Lending Office" means, with respect to any Lender, (i) in the case of its Domestic Loans, its Domestic Lending Office
and (ii) in the case of its Euro-Dollar Loans, its Euro-Dollar Lending Office. 


        "Applicable Margin" means, from time to time, the following percentages per annum, based upon the Debt Rating as set forth below: 



	Applicable Margin
 
	 
	Pricing Level
	 	Debt Ratings

S&P/Moody's
	 	Commitment Fee
	 	Euro-Dollar

Revolver Loans
	 	Domestic Revolver

Loans
	 
	1	 	BBB- or Baa3 or better	 	0.250	%	1.00	%	0.00	%
	2	 	BB+ or Ba1	 	0.375	%	1.75	%	0.75	%
	3	 	BB or Ba2	 	0.500	%	2.00	%	1.00	%
	4	 	BB- or Ba3	 	0.500	%	2.25	%	1.25	%
	5	 	B+ or B1	 	0.500	%	2.50	%	1.50	%
	6	 	B/B2 or worse	 	0.750	%	3.00	%	2.00	%






        For
purposes of this definition, "Debt Rating" means, as of any date of determination, the rating as determined by each of S&P and Moody's
(collectively, the "Debt Ratings") of the Debt under this Agreement (or, if ratings of such Debt are not issued by both S&P and Moody's, of the
Company's senior unsecured long-term debt (Guaranteed by the Borrower on a subordinated basis, with the Guaranty secured on a junior lien basis);  provided that if there is a split in the Debt Ratings,
then the Pricing Level that is one level higher than the Pricing Level of the lower Debt Rating
shall apply (with 





 



the
Debt Rating for Pricing Level 1 being the highest and the Debt Rating for Pricing Level 6 being the lowest), and if Debt Ratings are not issued by both S&P and Moody's, Pricing Level 6 shall
apply. Each change in the Applicable Margin resulting from a publicly announced change in the Debt Rating shall be effective during the period commencing on the date of the public announcement thereof
and ending on the date immediately preceding the effective date of the next such change. 


        "Asset Sale" means, with respect to any Person, any sale, transfer or other disposition (including pursuant to a sale and leaseback
transaction) of any property of such Person, except (i) sales of inventory, customer premises equipment and other equipment, conduit, fiber and capacity (including indefeasible rights of use),
Permitted Investments and sales or licenses of technology, in each case in the ordinary course of business, (ii) write-offs of accounts receivable or settlements of accounts
receivable for less than the total unpaid balance thereof, in each case in the ordinary course of business and consistent with such Person's historical collection practices, (iii) sales or
dispositions of
shares of Equity Interests in any of its Subsidiaries in order to qualify members of the governing body of the Subsidiary, if required by applicable laws and in such amounts as required by applicable
laws, (iv) any transfer of assets pursuant to any merger or consolidation permitted by Section 5.08(a) and (v) any sale, transfer or other disposition of assets from any
Subsidiary of the Company (other than the Borrower or a Corp. Company (other than of or from Wireless)) to any other Subsidiary of the Company other than to a Corp. Company. Nothing in this definition
shall be construed to limit or modify any restriction contained in Sections 5.08(a), 5.08(b) or 5.08(e). 


        "Asset Swap" means any Asset Sale or portion thereof the sole consideration for which is substantially similar assets used in the same
line of business as the assets being sold, transferred or otherwise disposed pursuant thereto and of substantially equivalent fair market value. 


        "Assignee" has the meaning set forth in Section 10.06(c). 



        "Available Increase Amount" means on each day the amount, if any, by which (a) the Maximum Amount exceeds (b) the sum of the
Aggregate Commitments and the Term Outstandings (after giving effect to any Term Loan Borrowings on such day). 


        "Available Net Proceeds" means, with respect to any Net Proceeds referred to in Section 5.08(d), 50% of such Net Proceeds. 


        "Base Rate" means, for any day, a rate per annum equal to the higher of (i) the Prime Rate for such day and (ii) the sum of
1/2 of 1% plus the Federal Funds Rate for such day. 


        "Benefit Arrangement" means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a
Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group. 


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


        "Borrowing" has the meaning set forth in Section 1.03. 


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


        "Closing Date" means the date on which the Administrative Agent shall have received the documents or evidence specified in or pursuant to
Section 3.01. 


        "Collateral" means any and all "Collateral", as defined in any Collateral Document. 


        "Collateral Agent" has the meaning set forth in the Security and Pledge Agreement. 


        "Collateral and Guaranty Requirement" means the requirement that: 



        (a)   the
Collateral Agent shall have received from the Borrower a counterpart of the Security and Pledge Agreement duly executed and delivered on behalf of the Borrower; 



2





 

        (b)   all
outstanding Equity Interests constituting Collateral shall have been pledged pursuant to the Security and Pledge Agreement and the Collateral Agent shall have
received all certificates or other instruments representing all outstanding Equity Interests of Corp. and all outstanding Equity Interests of QwestDex, in each case together with stock powers or other
instruments of transfer with respect thereto endorsed in blank; 


        (c)   all
Instruments constituting Collateral shall have been pledged pursuant to the Security and Pledge Agreement and the Collateral Agent shall have received all such
Instruments (subject to any limitations set forth in the Security and Pledge Agreement), together with instruments of transfer with respect thereto endorsed in blank; 


        (d)   all
documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed,
registered or recorded to create the Liens intended to be created by the Security and Pledge Agreement and perfect or record such Liens to the extent, and with the priority, required by the Security
and Pledge Agreement, shall have been filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording; and 


        (e)   the
Borrower shall have obtained all consents and approvals required to be obtained by it in connection with (i) the execution and delivery of the Security and
Pledge Agreement and (ii) subject to
any limitations set forth in the Security and Pledge Agreement, the performance of its obligations thereunder and the granting of the Liens purported to be granted by it thereunder. 




        "Collateral Documents" means the Security and Pledge Agreement and each other security agreement, pledge agreement, instrument or document
executed and delivered pursuant to Section 5.14 to secure any of the Lender Secured Obligations (as defined in the Security and Pledge Agreement). 


        "Commitment" means, with respect to each Revolver Lender, the amount set forth opposite the name of such Lender on the Commitment Schedule
attached hereto or in the applicable Assignment and Assumption Agreement, as such amount may be reduced from time to time pursuant to Section 2.08 or increased from time to time pursuant to
Section 2.15(a). For the avoidance of doubt, the term "Commitment" refers to the obligation of a Revolver Lender to make Revolver Loans and not to any obligation to make Term Loans, which is in
addition to, and separate from, such Commitment. 


        "Company" means Qwest Communications International Inc., a Delaware corporation, and its successors. 


        "Company Consolidated Leverage Ratio" means the ratio of Debt of the Company and its Consolidated Subsidiaries, determined on a
consolidated basis as of the last day of each fiscal quarter of the Company, to Consolidated Company EBITDA, determined for the four consecutive fiscal quarters ending on such date. 



        "Company's 2002 Form 10-K" means the Company's annual report on Form 10-K for 2002, as filed with
the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. 


        "Consolidated Company EBITDA" means, for any period, the net income of the Company and its Consolidated Subsidiaries determined on a
consolidated basis for such period (adjusted to exclude the effect of (r) cash charges of up to $20,000,000 in respect of severance costs paid in the fiscal year ended December 31, 2003,
(s) any loss reflected in net income all or any portion of which is paid or reimbursed by an insurer, indemnitor or other third party source to the extent such payment or reimbursement is not
reflected in net income, (t) any payment, charge or reserve for payment made or taken in connection with the restructuring or termination of an Outstanding UPO, to the extent such payment,
charge or reserve exceeds the amount that would otherwise have been payable during the fiscal quarter in which such payment, charge or reserve was made or taken with respect to such 


3





 



Outstanding
UPO, (u) any non-cash losses as a result of impairment of goodwill as required by Statement of Financial Accounting Standards No. 142, (v) equity gains or
losses in unconsolidated Persons, (w) any preferred dividend income and any extraordinary or other non-recurring non-cash gain or loss,  provided that any cash payments received or made as a result
of such gain or loss (regardless of when the gain or loss was incurred) shall be included
in the calculation of EBITDA for the period in which they are received or made (unless previously included for purposes of this calculation), (x) any gain or loss on the disposition of
investments, (y) income (or loss) of any Person, or attributable to any assets, disposed of during such period and (z) income (or loss) of any Person, or attributable to any assets,
accrued prior to the date of acquisition of such Person or assets), plus, to the extent deducted in determining such adjusted net income, the aggregate
amount of (i) interest expense, (ii) income tax expense, (iii) depreciation, amortization, reserves and other non-cash charges, and (iv) transaction costs
incurred in connection with this Agreement, and minus, to the extent included in determining such adjusted net income, the aggregate amount of
(1) interest income and (2) income tax benefit. 


        "Consolidated Corp. EBITDA" means, for any period, the net income of Corp. and its Consolidated Subsidiaries determined on a consolidated
basis for such period (adjusted to exclude the effect of (r) cash charges of up to $20,000,000 in respect of severance costs paid in the fiscal year ended December 31, 2003,
(s) any loss reflected in net income all or any portion of which is paid or reimbursed by an insurer, indemnitor or other third party source to the extent such payment or reimbursement is not
reflected in net income, (t) any payment, charge or reserve for payment made or taken in connection with the restructuring or termination of an Outstanding UPO, to the extent such payment,
charge or reserve exceeds the amount that would otherwise have been payable during the fiscal quarter in which such payment, charge or reserve was made or taken with respect to such Outstanding UPO,
(u) any non-cash losses as a result of impairment of goodwill as required by Statement of Financial Accounting Standards No. 142, (v) equity gains or losses in
unconsolidated Persons, (w) any preferred dividend income and any extraordinary or other non-recurring non-cash gain or loss,  provided that any cash payments received or made as a result of such
gain or loss (regardless of when the gain or loss was incurred) shall be included
in the calculation of EBITDA for the period in which they are received or made (unless previously included for purposes of the calculation), (x) any gain or loss on the disposition of
investments, (y) income (or loss) of any Person, or attributable to any assets, disposed of during such period and (z) income (or loss) of any Person, or attributable to any assets,
accrued prior to the date of acquisition of such Person or assets), plus, to the extent deducted in determining such adjusted net income, the aggregate
amount of (i) interest expense, (ii) income tax expense, (iii) depreciation, amortization, reserves and other non-cash charges, and (iv) transaction costs
incurred in connection with this Agreement,
and minus, to the extent included in determining such adjusted net income, the aggregate amount of (1) interest income and (2) income tax
benefit. 


        "Consolidated Subsidiary" means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the
Company, the Borrower or Corp., as applicable, in its consolidated financial statements if such statements were prepared as of such date. 


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


        "Corp. Company" means Corp. or any of its Subsidiaries. 


        "Corp. Equity Collateral" has the meaning set forth in the Security and Pledge Agreement. 


        "Corp. Qualifying Asset Sale" means any Asset Sale by a Corp. Company (other than a disposition of or by Wireless), except (i) any
Asset Sale to any Corp. Company, and (ii) any other single disposition or series of related dispositions resulting in aggregate Net Proceeds not exceeding $100,000,000 for any single
disposition or series of related dispositions or $1,000,000,000 in the aggregate. 


4





 



        "Debt" of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all
obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services,
except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee which are capitalized in accordance with generally accepted accounting
principles, (v) all Debt secured by a Lien on any asset of such Person, whether or not such Debt is otherwise an obligation of such Person, and (vi) all Debt of others Guaranteed by such
Person. Notwithstanding the foregoing, for purposes of Section 5.06 Debt shall in no event include the following: 



        (x)   Debt
of Persons which are not Consolidated Subsidiaries ("Joint Ventures") (i) which is secured by a Lien on the
assets or capital stock of a Minor Subsidiary or the equity interests in such Joint Ventures or is Guaranteed by a Minor Subsidiary, which Lien or Guaranty is incurred in connection with the
operations of the Company and its Subsidiaries, and (ii) for the payment of which no other recourse may be had to the Company or any of its Subsidiaries; 


        (y)   Debt
of the Company or the Borrower issued in connection with the issuance of Trust Originated Preferred Securities or substantially similar securities, so long as such
Debt is subordinated and junior in right of payment to substantially all liabilities of the Company or the Borrower, as the case may be, including, without limitation, the Loans; and 


        (z)   any
mandatorily convertible equity-linked securities issued by the Company, so long as any such securities satisfy each of the following conditions: (i) the terms
thereof require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to the Outside Date in effect as of the date such securities are issued, and
(ii) such securities are subordinated and junior in right of payment to all obligations of the Company, as the case may be, for or in respect of borrowed money (unless the instrument governing
such obligations expressly provides that such obligations are not senior or superior to such securities or are subordinated or junior in right of payment to them), including, without limitation, to
all obligations under the Loan Documents. 




        "Default" means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default. 


        "Domestic Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York City, New York or
Dallas, Texas are authorized by law to close. 


        "Domestic Lending Office" means, as to each Lender, its office located at its address set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Domestic Lending Office) or such other office as such Lender may hereafter designate as its Domestic Lending Office by notice to the Company and
the Administrative Agent. 


        "Domestic Loan" means (i) a Loan which bears interest at the Base Rate pursuant to the applicable Notice of Borrowing or Notice of
Interest Rate Election or the provisions of Article 8 or (ii) an overdue amount which was a Domestic Loan immediately before it became overdue. 


        "Eligible Assignee" means a Lender; a Lender Affiliate; and any other Person approved pursuant to Section 10.06(c). 



        "Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances,
rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the
environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment including, without limitation, ambient air, surface
water, ground water, or land, or otherwise relating to the manufacture, 


5





 



processing,
distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof. 


        "Equity Interests" means (i) shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person or (ii) any warrants, options or other rights to acquire such shares or interests. 


        "Equity/Income Basket" means, on any date, the cumulative sum as of such date of (i) the Net Proceeds of issuances after the
Closing Date by the Company of common stock and preferred stock (other than Mandatorily Redeemable Equity)(including the principal amount of Debt and Mandatorily Redeemable Equity converted to common
stock of the Company when converted) and (ii) consolidated net income of the Company for the period starting January 1, 2004 and ending on the last day of the fiscal quarter of the
Company most recently ended on or prior to such date (calculated as a single accounting period). 


        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute. 


        "ERISA Group" means the Company, any Subsidiary and all members of a controlled group of corporations and all trades or businesses
(whether or not incorporated) under common control which, together with the Company or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code. 


        "Euro-Dollar Business Day" means any Domestic Business Day on which commercial banks are open for international business
(including dealings in dollar deposits) in London. 


        "Euro-Dollar Lending Office" means, as to each Lender, its office, branch or affiliate located at its address set forth in its
Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or
affiliate of such Lender as it may hereafter designate as its Euro-Dollar Lending Office by notice to the Company and the Administrative Agent. 


        "Euro-Dollar Loan" means (i) a Loan which bears interest at a Euro-Dollar Rate pursuant to the applicable
Notice of Borrowing or Notice of Interest Rate Election or (ii) an overdue amount which was a Euro-Dollar Loan before it became overdue. 


        "Euro-Dollar Rate" means a rate of interest determined pursuant to Section 2.06 on the basis of an Adjusted London
Interbank Offered Rate. 


        "Euro-Dollar Reserve Percentage" has the meaning set forth in Section 2.06. 


        "Event of Default" has the meaning set forth in Section 6.01. 


        "Existing Credit Agreement" means the Second Amended and Restated Credit Agreement dated as of May 4, 2001, amended and restated as
of March 12, 2002, further amended and restated as of August 30, 2002, and further amended by Amendments Nos. 1 and 2 thereto among the Borrower, the Company, QwestDex,
QwestDex Inc., the banks party thereto and Bank of America, N.A., as Administrative Agent. 


        "Existing Debt" means Debt of the Company or any Subsidiary existing on the Closing Date, as in effect on the Closing Date and listed in
Schedule 5.12. 


        "Existing Notes" means, collectively, the QCII Notes Issued 1998 and the QSC Notes Issued 2002. 



        "Facility Liens" has the meaning set forth in Section 5.07(i). 


6







   
        "Federal Funds Rate" means, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Domestic Business Day next succeeding such day, provided that (i) if such day is not a Domestic Business Day, the Federal
Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such
rate is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for such day shall be the average rate quoted to Bank of America, N.A., on such day on such transactions as
determined by the Administrative Agent. 


        "Foreign Subsidiary" means any Subsidiary of the Borrower (other than a Corp. Company) that is not incorporated or organized in the United
States or any State thereof. 


        "Group of Loans" means at any time a group of Loans consisting of (i) all Loans which are Domestic Loans at such time or
(ii) all Loans which are Euro-Dollar Loans having the same Interest Period at such time; provided that, if a Loan of any particular
Lender is converted to or made as a Domestic Loan pursuant to Section 8.02 or 8.05, such Loan shall be included in the same Group or Groups of Loans from time to time as it would have been in
if it had not been so converted or made. 


        "Guaranteed Obligations" means, with respect to the Guarantor, all advances to, and debts, liabilities (including without limitation the
Loans), obligations, covenants and duties of, the Borrower, arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to
become due, now existing or hereafter arising and including interest and fees that accrue after, or would accrue but for, the commencement of an insolvency proceeding, whether or not allowed or
allowable in such proceeding. 


        "Guarantor" means the Company. 


        "Guaranty" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or
other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay
(or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase
assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise)
or (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect
thereof (in whole or in part), provided that the term Guaranty shall not include endorsements for collection or deposit in the ordinary course of
business. The term "Guarantee" used as a verb has a corresponding meaning. 


        "Hazardous Substances" means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics. 


        "Indemnitee" has the meaning set forth in Section 10.03(b). 


        "Instrument" has the meaning set forth in the Security and Pledge Agreement. 



        "Interest Period" means, with respect to each Euro-Dollar Loan, a period commencing on the date of borrowing specified in the
applicable Notice of Borrowing or the date specified in the applicable Notice of Interest Rate Election and ending one, two, three, six or (if requested by the 


7





 



Borrower
and consented to by all the applicable Lenders) twelve months thereafter, as the Borrower may elect in the applicable notice; provided  that: 



        (a)   any
Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding
Euro-Dollar Business Day; 


        (b)   any
Interest Period which begins on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in
the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Euro-Dollar Business Day of a calendar month; and 



        (c)   any
Interest Period beginning prior to the Revolver Maturity Date (in the case of any Revolver Loan) or the Term Maturity Date (in the case of any Term Loan) which would
otherwise end after such date shall end on such date. 




        "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended, or any successor statute. 


        "Legal Matter Costs" means any liability with respect to (i) any judgments, fines, levies, settlement or other payments made or
agreed to be made in connection with any agreements with, or judgments sought or obtained by, any governmental agency or regulator, including but not limited to the United States Department of
Justice, the Securities and Exchange Commission and any other federal or state enforcement agencies or regulators, with respect to the Pending Matters, or (ii) any payments made or agreed to be
made in satisfaction of any civil judgments or awards obtained by a private plaintiff or class thereof, including any award of attorneys' fees and/or costs, with respect to the Pending Matters, or any
settlement payments made to a private plaintiff or class thereof that settle, compromise and/or terminate any legal proceeding based upon any Pending Matters. 


        "Lender" means a Revolver Lender or a Term Lender. 



        "Lender Affiliate" means, (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) an entity (whether
a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its
business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of
credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an affiliate of such investment advisor. 



        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other
type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, the Company or any Subsidiary shall be
deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention
agreement relating to such asset. 


        "Loan" means a Revolver Loan or a Term Loan; provided that if any such loan or loans are
combined or subdivided pursuant to a Notice of Interest Rate Election, the term "Loan" shall refer to the combined principal amount resulting from such combination or to each of the separate principal
amounts resulting from such subdivision, as the case may be. 


        "Loan Documents" means this Agreement, the Notes and the Collateral Documents. 


        "Loan Party" means the Company and the Borrower. 


        "London Interbank Offered Rate" has the meaning set forth in Section 2.06. 


8





 

        "Mandatorily Redeemable Equity" of any Person means Equity Interests of such Person which are subject to redemption, repurchase or
retirement prior to the date that falls 90 days after the Revolver Maturity Date other than at the sole option of such Person. 


        "Mandatory Reduction Period" means the period from and including the Closing Date to but excluding the date on which a certificate is
delivered pursuant to Section 5.01(c) establishing that the Company Consolidated Leverage Ratio, determined as of the end of the most recently ended fiscal quarter of the Company, is
3.5:1 or less. 


        "Margin Stock" means "margin stock" as such term is defined in Regulation U of the Board of Governors of the Federal Reserve
System, as in effect from time to time. 


        "Material Adverse Change" means a material adverse change in the financial condition or results of operations of the Company and its
Subsidiaries, taken as a whole. 


        "Material Debt" means Debt (other than the Loans) of the Company and/or one or more of its Subsidiaries, arising in one or more related or
unrelated transactions, in an aggregate principal amount exceeding $100,000,000. 


        "Material Plan" means at any time a Plan or Plans having aggregate Unfunded Liabilities in excess of $100,000,000. 


        "Maximum Amount" means $1,750,000,000. 


        "Minor Subsidiary" means, for purposes of the last sentence of the definition of Debt and of Section 5.07(f) (the
"Relevant Provisions"), any Subsidiary (other than the Borrower or Wireless) which, at the time of the issuance of a Guaranty or grant of a Lien
referred to in the Relevant Provisions, had assets which, when taken together with all assets of Subsidiaries at any earlier time when such Subsidiaries were deemed to be Minor Subsidiaries pursuant
to this definition, did not exceed $250,000,000. 


        "Multiemployer Plan" means at any time an employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA to
which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes
any Person which ceased to be a member of the ERISA Group during such five year period. 


        "Net Proceeds" means, with respect to any event, the cash proceeds received in respect of such event including, without limitation, any
cash received in respect of any non-cash proceeds, but only as and when received, in each case net of the sum of (1) all reasonable fees and out-of-pocket
costs and expenses paid (or reasonably estimated to be payable) by a Prepayment Party to third parties (other than Affiliates) in connection with such event, (2) in the case of a sale, transfer
or other disposition of an asset (including, without limitation, pursuant to a sale and leaseback transaction), the amount of all payments required to be made by a Prepayment Party as a result of such
event to repay Debt secured by such asset or otherwise subject to mandatory prepayment as a result of such event (but excluding (x) the Loans and (y) any Debt secured by such asset if
such Debt or the Lien securing such Debt is subordinated (or is required to be subordinated) to the Loans, and (3) the amount of all taxes paid (or reasonably estimated to be payable) by a
Prepayment Party, the amount of any reserves established by a Prepayment Party to fund contingent liabilities reasonably estimated to be payable and the amount of capital and operating expenditures
that would not otherwise have been incurred and are required in writing or by application of policy by a public utility commission to be incurred as a condition to its consent, in each case during the
year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by the chief financial officer, treasurer or
assistant treasurer (or any such officer's designee, designated in writing by such officer) of the Company); provided that "Net Proceeds" shall not
include (a) any cash payment received 


9





 



by
a Prepayment Party and constituting a deposit or advance with respect to an Asset Sale that has not been consummated on or prior to the date of receipt thereof (it being understood that upon
consummation of such Asset Sale such cash payment shall constitute "Net Proceeds" with respect thereto) and (b) any cash proceeds received by any Foreign Subsidiary from any Asset Sale to the
extent relating to assets held by Foreign Subsidiaries. 


        "New Holding Company" means any direct or indirect wholly-owned Subsidiary of the Company (other than the Borrower, any Subsidiary of the
Borrower, Capital Funding or any Subsidiary of Capital Funding) created after the Closing Date. 


        "New QSC Security and Pledge Agreement" means the Security and Pledge Agreement dated as of February 5, 2004 between QSC and BNY
Asset Solutions LLC, as Collateral Agent. 


        "Notes" means promissory notes of the Borrower, substantially in the form of Exhibit A hereto, evidencing the obligation of the
Borrower to repay the Loans made to it, and "Note" means any one of such promissory notes issued hereunder. 


        "Notice of Borrowing" has the meaning set forth in Section 2.02. 


        "Outside Date" means the date that falls 90 days after the later of the Revolver Maturity Date and, if one is in effect, the Term
Maturity Date. 


        "Outstanding Amount" means with respect to Revolver Loans on any date, the aggregate outstanding principal amount thereof after giving
effect to any Revolver Borrowings and prepayments of Revolver Loans occurring on such date. 


        "Outstanding UPO" has the meaning set forth in Section 5.12(g). 


        "Parent" means, with respect to any Lender, any Person controlling such Lender. 



        "Participant" has the meaning set forth in Section 10.06(b). 


        "Payments Basket" means, on any date, the sum of (i) the Equity/Income Basket on such date and (ii) $1,400,000,000. 


        "PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA. 


        "Pending Matters" means the matters that are specifically identified on Schedule 4.05. 



        "Permitted Corp. Exchange Debt" has the meaning set forth in Section 5.12(d). 


        "Permitted Investments" means investments in: 



        (a)   direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States (or by any agency thereof to the extent
such obligations are backed by the full faith and credit of the United States), in each case maturing within one year from the date of acquisition thereof; 



        (b)   commercial
paper maturing within one year from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from
Standard & Poor's or from Moody's Investors Service, Inc.; 


        (c)   certificates
of deposit, banker's acceptances and time deposits maturing within one year from the date of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, any domestic office of any commercial lender organized under the laws of the United States or any State thereof which has a combined capital and
surplus and undivided profits of at least $500,000,000; 



10





 




        (d)   fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a
financial institution satisfying the criteria described in clause (c) above; 


        (e)   in
the case of any Foreign Subsidiary, (i) marketable direct obligations issued by, or unconditionally guaranteed by, the sovereign nation in which such Person is
organized and is conducting business or issued by any agency of such sovereign nation and backed by the full faith and credit of such sovereign nation, in each case maturing within one year from the
date of acquisition, so long as the indebtedness of such sovereign nation is rated at least A by Standard & Poor's, A2 by Moody's Investors Service, Inc. or A mid by Dominion Bond Rating
Service Limited or carries an equivalent rating from a comparable foreign rating agency or (ii) investments of the type and maturity described in clauses (b) through (d) above of
foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies; and 



        (f)    any
other Investments made in compliance with the Cash Management Investment Policy of the cash management group of the Borrower with respect to cash investments,
substantially as in effect on the Closing Date. 




        "Permitted Non-Corp. Exchange Debt" has the meaning set forth in Section 5.12(c). 


        "Permitted Payments" means, on any date, the sum of all Restricted Payments made in reliance on Section 5.10(a)(iv), payments made
in reliance on Section 5.10(b)(viii) and investments made in reliance on Section 5.13(m). 


        "Permitted Purchase Money Debt" has the meaning set forth in Section 5.12(m). 


        "Permitted QCII/ QCF Unsecured Debt" has the meaning set forth in Section 5.12(h)(i). 


        "Permitted QSC Junior Lien Debt" has the meaning set forth in Section 5.12(i). 



        "Permitted QSC Senior Secured Debt" has the meaning set forth in Section 5.12(k). 


        "Permitted QSC Senior Unsecured Debt" has the meaning set forth in Section 5.12(j). 


        "Permitted QSC Subordinated Unsecured Debt" has the meaning set forth in Section 5.12(h)(ii). 


        "Permitted QSC Subsidiary Debt" has the meaning set forth in Section 5.12(l). 


        "Permitted UPO Retirement Debt" has the meaning set forth in Section 5.12(g). 


        "Person" means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof. 


        "Plan" means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA
or subject to the minimum funding standards under Section 412 of the Internal Revenue Code and either (i) is maintained, or contributed to, by any member of the ERISA Group for employees
of any member of the ERISA Group or (ii) has at any time within the preceding five years been maintained, or contributed to, by any Person which was at such time a member of the ERISA
Group for employees of any Person which was at such time a member of the ERISA Group. 


        "Prepayment Party" means the Company, the Borrower or any of their respective Subsidiaries. 



        "Prime Rate" means the rate of interest publicly announced by Bank of America, N.A., from time to time as its Prime Rate. 


11





 



        "Pro Rata Share" means, with respect to each Revolver Lender at any time, a fraction (expressed as a percentage, carried out to the ninth
decimal place), the numerator of which is the amount of the Commitment of such Revolver Lender at such time and the denominator of which is the amount of the Aggregate Commitments at such time;  provided
that if the commitment of each Revolver Lender to make Loans has been terminated pursuant to Section 6.01, then the Pro Rata Share of
each Revolver Lender shall be determined based on the Pro Rata Share of such Revolver Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant
to the terms hereof. The initial Pro Rata Share of each Revolver Lender is set forth opposite the name of such Revolver Lender on the Commitment Schedule or in the Assignment and Assumption pursuant
to which such Revolver Lender becomes a party hereto, as applicable. 


        "Purchase Money Debt" means Debt of any Person incurred for the purpose of financing all or any part of the cost of the acquisition of any
asset by such Person, so long as the proceeds of any such Debt are applied by such Person upon receipt thereof (and in any event within ten (10) Business Days after receipt thereof) to acquire
such asset. 


        "Purchase Money Obligor" has the meaning set forth in Section 5.07(c). 


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


        "QCC 2007 Notes" means those certain notes issued by QCC under an Indenture dated June 23, 1997, between QCC and First Trust
National Association, as Trustee. 


        "QCII Notes Issued 1998" means the "Existing 2008 Notes" (as defined in the QSC Notes Security and Pledge Agreement). 


        "QSC Notes Indenture" means the indenture dated December 26, 2002 between the Borrower, the guarantors named therein and Bank One
Trust Company, N.A., as Trustee. 


        "QSC Notes Issued 2002" means the notes issued by the Borrower pursuant to the QSC Notes Indenture. 



        "QSC Notes Security and Pledge Agreement" means the Security and Pledge Agreement dated December 26, 2002, between the Borrower and
BNY Asset Solutions LLC, as successor to Bank of America, N.A. as Collateral Agent. 


        "Qualifying Terms" means, with respect to any Debt, each of the following terms: (i) such Debt does not mature prior to the Outside
Date in effect as of the date such Debt is incurred, (ii) no payments with respect to such Debt (including without limitation scheduled amortization payments and mandatory prepayments) are
required to be made prior to the Outside Date in effect as of the date such Debt is incurred (other than regularly scheduled interest payments with respect thereto), (iii) the terms and
conditions governing such Debt (including without limitation covenants and events of default) are no more restrictive in any material respect than the terms and conditions applicable to the Loans and
(iv) such Debt is subordinated to the Loans (or the Guaranty thereof pursuant to Article 9, as applicable) in an insolvency proceeding to the prior payment in full of the Loans (or the
payment in full of the Guaranty of the Loans, as the case may be) and is otherwise subordinated to the Loans (or to the Guaranty thereof pursuant to Article 9, as applicable), pursuant to
subordination arrangements reasonably satisfactory to the Administrative Agent. 


        "QwestDex" means Qwest Dex Holdings, Inc., a Delaware corporation, and its successors. 


        "QwestDex Company" means QwestDex or any of its Subsidiaries. 


        "QwestDex Inc." means Qwest Dex, Inc., a Colorado corporation, and its successors. 


        "Qwest Entity" has the meaning set forth in Section 7.02. 



        "Required Lenders" means at any time the Lenders holding a majority of the Total Exposure. 


12





 



        "Required Revolver Lenders" means at any time the Revolver Lenders holding a majority of the Aggregate Commitments, if any Commitments are
still in existence, or the Revolver Outstandings, if all the Commitments have been terminated. 



        "Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property, including without limitation
pursuant to a "spin-off" or other distribution to equity holders generally) with respect to any Equity Interest of the Company or any of its Subsidiaries, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interest. 


        "Revolver Credit Period" means the period from and including the Closing Date to but excluding the Revolver Maturity Date. 



        "Revolver Lenders" means each lender listed on the signature pages hereof, each lender executing a joinder agreement pursuant to
Section 2.15(a), each Assignee which becomes a Revolver Lender pursuant to Section 10.06(c), and their respective successors. 


        "Revolver Lender Obligations" has the meaning set forth in the Security and Pledge Agreement. 


        "Revolver Loan" means a loan made or to be made by a Revolver Lender pursuant to Section 2.01(a). 



        "Revolver Maturity Date" means February 5, 2007, or, if such day is not a Euro-Dollar Business Day, the next preceding
Euro-Dollar Business Day. 


        "Revolver Outstandings" means the aggregate Outstanding Amount of all Revolver Loans. 


        "Revolver Portion" means on any date, prior to giving effect to any mandatory Commitment reduction or mandatory prepayment on such date, a
fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the Aggregate Commitments on such date and the denominator of which is the sum of the Total
Exposure and the aggregate principal and face amount of Permitted QSC Senior Secured Debt then outstanding which, by its terms, is required to share in such reduction or prepayment. 


        "Revolver Replacement Debt" means Debt of the Company or any of its Subsidiaries prior to or concurrently with the incurrence of which the
Borrower permanently reduces the Commitments in an amount equal to the aggregate principal amount of such Debt. 


        "Security and Pledge Agreement" means the Security and Pledge Agreement, substantially in the form of Exhibit B, dated as of the
Closing Date among the Borrower and the Collateral Agent, as amended from time to time. 



        "Significant Subsidiary" means any Subsidiary which would meet the definition of "significant subsidiary" contained as of the date hereof
in Regulation S-X of the Securities and Exchange Commission. 


        "Subject Debt" means (i) Existing Debt (other any Debt of Corp. and its Subsidiaries) and (ii) Permitted
Non-Corp. Exchange Debt, Permitted QCII/QCF Unsecured Debt, Permitted QSC Junior Lien Debt, Permitted QSC Subordinated Unsecured Debt and Permitted UPO Retirement Debt. 


        "Subsidiary" means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect
a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company. 


        "Super-Majority Lenders" means at any time Lenders having at least 85% of the Total Exposure. 


13







   
        "Term Lender" means each lender executing the Term Loan Addendum pursuant Section 2.15(d), each Assignee which becomes a Term
Lender pursuant to Section 10.06(c), and their respective successors.


        "Term Loan Addendum" means the Term Loan Addendum substantially in the form of Exhibit C. 



        "Term Loan" means a loan made or to be made by a Lender pursuant to Section 2.01(b). 


        "Term Maturity Date" means the "Term Maturity Date" set forth in the Term Loan Addendum. 


        "Term Outstandings" means with respect to Term Loans on any date, the aggregate outstanding principal amount thereof after giving effect
to any prepayments of Term Loans on such date. 


        "Term Portion" means on any date, prior to giving effect to any mandatory Commitment reduction or mandatory prepayment on such date, a
fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the Term Outstandings on such date and the denominator of which is the sum of the Total Exposure
and the aggregate principal and face amount of Permitted QSC Senior Secured Debt then outstanding which, by its terms, is required to share in such reduction or prepayment. 


        "Term Secured Obligations" has the meaning set forth in the Security and Pledge Agreement. 


        "Total Exposure" means, at any time, the sum of (i) the Aggregate Commitments, if any Commitments are still in existence, or the
Revolver Outstandings, if all the Commitments have been terminated and (ii) the Term Outstandings. 



        "Total Outstandings" means, at any time, the sum of the Revolver Outstandings and the Term Outstandings. 


        "Unsubordinated Qualifying Terms" means, with respect to any Debt, each of the following terms: (i) such Debt does not mature prior
to the date that falls 90 days after the Revolver Maturity Date, and (ii) no payments with respect to such Debt (including without limitation scheduled amortization payments and
mandatory prepayments) are required to be made prior to the date that falls 90 days after the Revolver Maturity Date (other than regularly scheduled interest payments with respect thereto and
scheduled amortization payments not to exceed 1% of the principal amount of such Debt in any year). 



        "Unused Commitments" means on any day the amount, if any, by which the Aggregate Commitments exceed the Revolver Outstandings. 


        "Unfunded Liabilities" means, with respect to any Plan at any time, the amount (if any) by which (i) the value of all benefit
liabilities under such Plan, determined on a plan termination basis using the assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair market value
of all Plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions), all determined as of the then most recent valuation date for such
Plan, but only to the extent that such excess represents a potential liability of a member of the ERISA Group to the PBGC or any other Person under Title IV of ERISA. 


        "United States" means the United States of America, including the States and the District of Columbia, but excluding its territories and
possessions. 


        "Wireless" means Qwest Wireless LLC, a Delaware limited liability company, and its successors. 


        "Wireless Assets" means any Equity Interests in Wireless and any assets held by Wireless. 


        "Wireless/Borrower Debt" has the meaning set forth in Section 5.12(e). 


        "Wireless Intercompany Debt" has the meaning set forth in Section 5.12(e). 


14





 



        "Wireless Note" means the $1,794,210,000 Loan Agreement dated as of January 8, 2004, governing loans from Capital Funding to
Wireless and the Debt outstanding thereunder. 


        Section 1.02. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting
principles as in effect from time to time in the United States, applied on a basis consistent (except for changes concurred in by the Company's independent public accountants) with the most recent
audited consolidated financial statements of the Company and its Consolidated Subsidiaries or Corp. and its Consolidated Subsidiaries, as the case may be, in each case delivered to the Lenders;  provided that, if the Company notifies the Administrative Agent that the Company wishes to amend any covenant in Article 5 to eliminate the
effect of any change in such generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Company that the Required Lenders wish to amend
Article 5 for such purpose), then compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect in the United States immediately before
the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the
Required Lenders. 


        Section 1.03. Types and Tranches of Borrowings of Loans. The term "Borrowing"
denotes the aggregation of Loans of one or more Lenders to be made to the Borrower or converted or continued, pursuant to Article 2 on a single date, all of which Loans are of the same type and
tranche (subject to Article 8) and, except in the case of Domestic Loans, have the same Interest Period or initial Interest Period. Borrowings are classified for purposes of this Agreement and
referred to by reference to the type (e.g., a "Euro-Dollar Borrowing" or a "Domestic
Borrowing") or tranche (e.g., a "Revolver Borrowing" or a "Term Borrowing") of
Loans comprising such Borrowing. Loans are classified for purposes of this Agreement and referred to by reference to type (e.g., a
"Euro-Dollar Loan") or by tranche (e.g., a "Revolver
Loan") or by type and tranche (e.g., a "Euro-Dollar Revolver Loan"
or a "Domestic Revolver Loan"). 


ARTICLE 2

The Credits  


        Section 2.01. Commitments to Lend. (a) Revolver
Loans. During the Revolver Credit Period each Lender severally agrees, on the terms and conditions set forth in this Agreement, to make loans to the Borrower from time to time
in amounts such that such Lender's Pro Rata Share of the Revolver Outstandings shall not exceed the amount of its Commitment. Each Borrowing under this Section shall be in an aggregate
principal amount of $25,000,000 or any larger multiple of $5,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.03(c)) and shall be
made from each Lender in accordance with its Pro Rata Share. Within the foregoing limits, the Borrower may borrow, repay, or to the extent permitted by Section 2.10, prepay Loans and reborrow
at any time prior to the Revolver Maturity Date. The Commitments shall terminate at the close of business on the Revolver Maturity Date. 


        (b)   Term Loans. Each Term Lender severally agrees, on the terms and conditions set forth in this Agreement and in the Term
Loan Addendum, to make Term Loans in the amounts and on the date set forth in the Term Loan Addendum to the Borrower. 



        Section 2.02. Notice of Borrowing. The Borrower shall give the Administrative Agent notice, substantially in the form of
Exhibit F (a "Notice of Borrowing"), not later than 10:30 A.M. (New York City time) on (x) the date of each Domestic Borrowing, and
(y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing; provided that if the Borrower wishes to request
a Euro-Dollar Borrowing having an Interest Period twelve months in duration as provided in the definition of 


15





 

"Interest
Period", the applicable notice must be received by the Administrative Agent not later than 11:00 A.M. four Euro-Dollar Business Days prior to the requested date of such
Borrowing, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than
11:00 A.M., three Business Days before the requested date of such Borrowing, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested
Interest Period has been consented to by all the Lenders. Each Notice of Borrowing shall specify: 



        (i)    the
date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Euro-Dollar Business Day in the case of a
Euro-Dollar Borrowing, 


        (ii)   the
aggregate amount of Loans comprising such Borrowing and whether they are Revolver Loans or Term Loans, 


        (iii)  whether
the Loans comprising such Borrowing bear interest initially at the Base Rate or at a Euro-Dollar Rate, and 



        (iv)  in
the case of a Euro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of
Interest Period. 




        Section 2.03. Notice to Lenders; Funding of Loans. (a) Upon receipt of a Notice of Borrowing, the Administrative Agent shall
promptly notify each Revolver Lender or Term Lender, as applicable, of the contents thereof and of such Lender's share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable
by the Borrower. 


        (b)   Not
later than 1:00 P.M. (New York City time) on the date of each Borrowing, each Lender shall (except as provided in subsection (c) of this
Section) make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 10.01.
Unless any applicable condition specified in Article 3 has not been satisfied, as determined by the Administrative Agent in accordance with Article 3, the Administrative Agent will make
the funds so received from the Lenders immediately available to the Borrower at the Administrative Agent's aforesaid address. 



        (c)   If
any Lender makes a new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Lender, such Lender shall apply the
proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed by the Borrower and the amount being repaid shall be made
available by such Lender to the Administrative Agent as provided in subsection (b) of this Section, or remitted by the Borrower to the Administrative Agent as provided in
Section 2.11, as the case may be. 


        (d)   Unless
the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing (or, in the case of a Base Rate Borrowing, prior to Noon (New
York City time) on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender's share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsections (b) and (c) of this Section 2.03 and the
Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such share
available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon,
for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum
equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.06 and (ii) in the case of such Lender, the Federal Funds Rate. If such
Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for 


16





 



purposes
of this Agreement. If the Borrower shall have repaid such corresponding amount of such Lender, such Lender shall reimburse the Borrower for any loss on account thereof incurred by the
Borrower. Nothing contained in the foregoing shall be construed as relieving a Lender of its obligation to fund a Loan when required under the terms of this Agreement. 


        Section 2.04. Evidence of Debt. The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by
such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error
of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect
the obligation of the Borrower to pay any amount owing with respect to its obligations under the Loan Documents. In the event of any conflict between the accounts and records maintained by any Lender
and the accounts and records of the Administrative Agent in respect of such
matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall
execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender's Loans in addition to such accounts or records. Each Lender may attach schedules to its
Note and endorse thereon the date, type, tranche, amount and maturity of its Loans and payments with respect thereto. 



        Section 2.05. Maturity of Loans. Each Revolver Loan shall mature, and the principal amount thereof shall be due and payable,
together with accrued interest thereon, on the Revolver Maturity Date. Each Term Loan shall mature, and the principal amount thereof shall be due and payable, together with accrued interest thereon,
on the Term Maturity Date. 


        Section 2.06. Interest Rates. (a) Each Domestic Revolver Loan shall bear interest on the outstanding principal amount
thereof, for each day from the date such Loan is made until it becomes due, at a rate per annum equal to the sum of the Applicable Margin plus the Base
Rate for such day. Such interest shall be payable quarterly in arrears on the last day of each calendar quarter and, with respect to the principal amount of any Domestic Revolver Loan converted to a
Euro-Dollar Loan, on each date a Domestic Revolver Loan is so converted. Any overdue principal of or interest on any Domestic Revolver Loan shall bear interest, payable on demand, for each
day until paid at a rate per annum equal to the sum of 2% plus the rate otherwise applicable to Domestic Revolver Loans for such day. 


        (b)   Each
Euro-Dollar Revolver Loan shall bear interest on the outstanding principal amount thereof, for the Interest Period applicable thereto, at a rate per
annum equal to the sum of the Applicable Margin plus the applicable Adjusted London Interbank Offered Rate. Such interest shall be payable for each
Interest Period on the last day thereof and, if such Interest Period is longer than three months, at intervals of three months after the first day thereof. 


        The
"Adjusted London Interbank Offered Rate" applicable to any Interest Period means a rate per annum equal to the quotient obtained
(rounded upward, if necessary, to the next higher 1/100 of 1%) by dividing (i) the applicable London Interbank Offered Rate by (ii) 1.00 minus  the Euro-Dollar Reserve Percentage. 



        The
"London Interbank Offered Rate" applicable to any Interest Period means: 



        (i)    the
rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Telerate screen (or any
successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in dollars (for delivery on the first day of such Interest Period) with a term equivalent
to such Interest Period, determined as of approximately 11:00 A.M. (London time) two Euro-Dollar Business Days prior to the first day of such Interest Period, or 



17





 

        (ii)   if
the rate referenced in the preceding clause (i) does not appear on such page or service or such page or service shall cease to be
available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers
Association Interest Settlement Rate for deposits in dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately
11:00 A.M. (London time) two Euro-Dollar Business Days prior to the first day of such Interest Period, or 


        (iii)  if
the rates referenced in the preceding clauses (i) and (ii) are not available, the rate per annum determined by the Administrative Agent as the rate of
interest at which deposits in dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Euro-Dollar Loan being made, continued or
converted by Bank of America, N.A., and with a term equivalent to such Interest Period, would be offered by Bank of America, N.A.'s London Branch to major banks in the London interbank eurodollar
market at their request at approximately 4:00 P.M. (London time) two Euro-Dollar Business Days prior to the first day of such Interest Period. 




        "Euro-Dollar Reserve Percentage" means for any day that percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in New York City
with deposits exceeding five billion dollars in respect of "Eurocurrency liabilities" (or in respect of any other category of liabilities which includes deposits by reference to which the
interest rate on Euro-Dollar Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of any Lender to
United States residents). The Adjusted London Interbank Offered Rate shall be adjusted automatically on and as of the effective date of any change in the Euro-Dollar Reserve Percentage. 


        (c)   Any
overdue principal of or interest on any Euro-Dollar Revolver Loan shall bear interest, payable on demand, for each day from and including the date
payment thereof was due to but excluding the date of actual payment, at a rate per annum equal to the sum of 2% plus the higher of (i) the
Applicable Margin plus the quotient obtained (rounded upward, if necessary, to the next higher 1/100 of 1%) by dividing (x) the rate per annum at
which one day (or, if such amount due remains unpaid more than three Euro-Dollar Business Days, then for such other period of time not longer than six months as the Administrative
Agent may select) deposits in dollars in an amount approximately equal to such overdue payment due to Bank of America, N.A. are offered to Bank of America, N.A., in the London interbank market for the
applicable period determined as provided above by (y) 1.00 minus the Euro-Dollar Reserve Percentage (or, if the circumstances
described in clause (a) or (b) of Section 8.01 shall exist, at a rate per annum equal to the sum of 2% plus the rate
applicable to Domestic Loans for such day) and (ii) the sum of the Applicable Margin plus the Adjusted London Interbank Offered Rate applicable
to such Loan at the date such payment was due. 


        (d)   Each
Term Loan shall bear interest on the outstanding principal amount thereof from the date such Term Loan is made until it becomes due at the rate or rates per annum
provided in the Term Loan Addendum and such interest shall be payable on the dates set forth in the Term Loan Addendum. 


        (e)   The
Administrative Agent shall determine each interest rate applicable to the Loans hereunder. The Administrative Agent shall give prompt notice to the Borrower and the
Lenders of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. 



        Section 2.07. Commitment Fees. (a) The Company shall pay to the Administrative Agent for the account of each Revolver Lender
in accordance with its Pro Rata Share a commitment fee at a rate per annum equal to the Applicable Margin. Such commitment fee shall accrue from and including the 


18





 



Closing
Date to but excluding the Revolver Maturity Date (or earlier date of termination of the Commitments in their entirety), on the actual daily amount of the Unused Commitments, and shall be
payable quarterly in arrears on the last day of each calendar quarter and upon the date of termination of the Commitments in their entirety. 


        (b)   The
Company shall pay to the Administrative Agent for the account of each Term Lender such fees in such amounts and at such times as shall be set forth in the Term Loan
Addendum. 


        Section 2.08. Termination or Reduction of Commitments; Scheduled Amortization of Term Loans.
(a) Optional Reductions. During the Revolver Credit Period, the Company may, upon at least three Domestic Business Days' notice to the
Administrative Agent, (i) terminate the Commitments at any time, if no Loans are outstanding at such time or (ii) ratably reduce from time to time by an aggregate amount of $25,000,000
or any larger multiple of $5,000,000, the Aggregate Commitments in excess of the Revolver Outstandings. 


        (b)   Scheduled Amortization of Term Loans. The Borrower shall repay the Term Loans in accordance with the amortization
schedule set forth in the Term Loan Addendum. 


        Section 2.09. Method of Electing Interest Rates. (a) The Loans included in each Borrowing shall bear interest initially at
the type of rate specified by the Borrower in the applicable Notice of Borrowing. Thereafter, the Borrower may from time to time elect to change or continue the type of interest rate borne by each
Group of Loans (subject in each case to the provisions of Article 8), as follows: 



        (i)    if
such Loans are Domestic Loans, the Borrower may elect to convert such Loans to Euro-Dollar Loans as of any Euro-Dollar Business Day; and 


        (ii)   if
such Loans are Euro-Dollar Loans, the Borrower may elect to convert such Loans to Domestic Loans or elect to continue such Loans as
Euro-Dollar Loans for an additional Interest Period, in each case effective on the last day of the then current Interest Period applicable to such Loans. 




Each
such election shall be made by delivering a notice (a "Notice of Interest Rate Election") to the Administrative Agent at least three
Euro-Dollar Business Days (or, if the Borrower wishes to request an Interest Period of twelve months, four Euro-Dollar Business Days, subject to the notice and consent
conditions set forth in Section 2.02) before the conversion or continuation selected in such notice is to be effective. A Notice of Interest Rate Election may, if it so specifies, apply to only
a portion of the aggregate principal amount of the relevant Group of Loans; provided that (i) such portion is allocated ratably among the Loans
comprising such Group and (ii) the portion to which such Notice applies, and the remaining portion to which it does not apply, are each $25,000,000 or any larger multiple of $5,000,000. 


        (b)   Each
Notice of Interest Rate Election shall specify: 



        (i)    the
Group of Loans (or portion thereof) to which such notice applies; 


        (ii)   the
date on which the conversion or continuation selected in such notice is to be effective, which shall comply with the applicable clause of
subsection (a) above; 


        (iii)  if
the Loans comprising such Group are to be converted, the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration of the initial
Interest Period applicable thereto; and 


        (iv)  if
such Loans are to be continued as Euro-Dollar Loans for an additional Interest Period, the duration of such additional Interest Period. 



19





 





Each
Interest Period specified in a Notice of Interest Rate Election shall comply with the provisions of the definition of Interest Period. 


        (c)   Upon
receipt of a Notice of Interest Rate Election from the Borrower pursuant to subsection (a) above, the Administrative Agent shall promptly notify each
Lender of the contents thereof and such notice shall not thereafter be revocable by the Borrower. If the Borrower fails to deliver a timely Notice of Interest Rate Election to the Administrative Agent
for any Group of Euro-Dollar Loans, such Loans shall be converted into Domestic Loans on the last day of the then current Interest Period applicable thereto. 


        Section 2.10. Prepayments.


        (a)   Subject
in the case of any Euro-Dollar Loans to Section 2.12, the Borrower may, upon at least one Domestic Business Day's notice to the Administrative
Agent, prepay the Group of Domestic Revolver Loans, or, upon three Euro-Dollar Business Days' notice to the Administrative Agent, prepay any Group of Euro-Dollar Revolver
Loans, in each case in whole at any time, or from time to time in part in amounts aggregating $25,000,000 or any larger multiple of $5,000,000, by paying the principal amount to be prepaid together
with accrued interest thereon to the date of prepayment. 


        (b)   Upon
receipt of a notice of prepayment pursuant to this Section or Section 5.08(d) or the Term Loan Addendum, the Administrative Agent shall promptly
notify each applicable Lender of the contents thereof and of such Lender's ratable share of such prepayment and such notice shall not thereafter be revocable by the Borrower or the Company. Each such
prepayment shall be applied to prepay ratably the Loans of the several Lenders included in the relevant Group or Borrowing. 



        (c)   On
the date of any reduction of Commitments pursuant to Section 2.08, the Borrower shall repay such principal amount (together with accrued interest thereon) of
outstanding Revolver Loans in an aggregate amount equal to the amount, if any, by which the Revolver Outstandings exceed the Aggregate Commitments as then reduced. Each prepayment of the Revolver
Loans pursuant to this subsection (c) shall be applied to prepay ratably the Revolver Loans of all the Revolver Lenders, and shall be applied to prepay such Group or Groups of Loans as
shall have been designated in the applicable notice (or, if no such designation shall have been made, as the Administrative Agent shall select in its discretion). 



        Section 2.11. General Provisions as to Payments. (a) The Borrower shall make each payment of principal of, and interest on,
the Loans and of fees and other amounts payable hereunder, not later than 12:00 Noon (New York City time) on the date when due, in Federal or other funds immediately available in New York City,
without off set or counterclaim, to the Administrative Agent at its address referred to in Section 10.01. The Administrative Agent will promptly distribute to each Lender its ratable share of
each such payment received by the Administrative Agent for the account of the Lenders. Whenever any payment of principal of, or interest on, the Domestic Loans or of fees or other amounts payable
hereunder shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of,
or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding
Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding
Euro-Dollar Business Day. 


        (b)   Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due from the Borrower to the Lenders hereunder
that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the
Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent that the
Borrower shall not have so 


20





 



made
such payment, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount
is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate. 


        Section 2.12. Funding Losses. If the Borrower makes any payment of principal with respect to any Euro-Dollar Loan or
any Euro-Dollar Loan is converted to a Domestic Loan (pursuant to Articles 2, 6 or 8 or otherwise) on any day other than the last day of an Interest Period applicable thereto, or the last
day of an applicable period fixed pursuant to Section 2.06(c), or if the Borrower fails to borrow, convert, continue or prepay any Euro-Dollar Loans after notice has been given to
any Lender in accordance with Sections 2.10(a) or 5.08(d), the Company shall reimburse each Lender within 15 days after written demand for any resulting loss or expense incurred
by it (or by an existing or prospective Participant in the related Loan), including (without limitation)
any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such payment or conversion or failure to borrow or prepay,  provided that such Lender shall have delivered to the Company a certificate as to the amount of such loss or expense, which certificate shall be
conclusive in the absence of manifest error. Any Lender requesting compensation pursuant to this Section 2.12 shall notify the Borrower of such request on or before the date that is three
Euro-Dollar Business Days after the event giving rise to such request. 


        Section 2.13. Computation of Interest and Fees. Interest based on the Prime Rate hereunder and commitment fees hereunder shall be
computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). All
other interest and fees hereunder shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed (including the first day but excluding the last
day). 


        Section 2.14. Change of Control. If a Change of Control shall occur, the Company will, within ten days after the occurrence
thereof, give each Lender notice thereof, which notice shall describe in reasonable detail the facts and circumstances giving rise thereto and shall specify an Optional Termination Date for purposes
of this Section (the "Optional Termination Date") which date shall not be less than 30 nor more than 60 days after the date of such
notice. Each Lender may, by notice to the Company and the Administrative Agent given not less than three Domestic Business Days prior to the Optional Termination Date, terminate its Commitment (if
any), which shall thereupon be terminated, and declare the Note held by it (together with accrued interest thereon) and any other amounts payable hereunder for its account to be, and such
Note and such other amounts shall thereupon become, due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company and the
Borrower, in each case effective on the Optional Termination Date. 


        A
"Change of Control" shall occur if any person or group of persons (within the meaning of Section 13(d) of the Securities
Exchange Act of 1934, as amended), other than Philip F. Anschutz, Anschutz Company or any of their Affiliates, obtain ownership or control (whether in one transaction or one or more series of
transactions) of more than 50% of the outstanding shares of common stock of the Company or of the shares of the Company entitled to vote on the election of members of the board of directors of the
Company or if a change of control event shall occur under any agreement or instrument evidencing any Material Debt. 


21







   
        Section 2.15. Increase In Commitments; New Term Tranche.


        (a)   Provided
there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolver Lenders), the Borrower may from time to time, request
an increase in the Aggregate Commitments in an amount equal to the lesser of $50,000,000 and the Available Increase Amount. At the time of sending such notice, the Borrower (in consultation with the
Administrative Agent) shall specify the time period within which each Revolver Lender is requested to respond (which shall in no event be less than ten Domestic Business Days from the date of delivery
of such notice to the Revolver Lenders). Each Revolver Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by
an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolver Lender not responding within such time period shall be deemed to have declined to increase
its Commitment. The Administrative Agent shall notify the Borrower and each Revolver Lender of the Lenders' responses to each request made hereunder. To achieve the full amount of a requested
increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent. 


        (b)   If
the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the
"Increase Effective Date") and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Revolver
Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of
each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Revolver Lender) signed by the chief financial officer, treasurer or assistant treasurer (or any such officer's
designee, designated in writing by such officer) of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase and
(ii) in the case of the Company and the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article 4
and the other Loan Documents are true and correct (or, with respect to any representation or warranty which is not qualified by materiality or material adverse effect, shall be true in all material
respects) on and as of the Increase Effective Date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of
such earlier date, (B) no Default exists and (C) the sum of the Aggregate Commitments and the Outstanding Amount of the Term Loans does not exceed the Maximum Amount. The Borrower shall
prepay any Revolver Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.12) to the extent necessary to keep the outstanding Revolver
Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. 


        (c)   This
Section shall supersede any provisions in Sections 10.04 or 10.05 to the contrary. 


        (d)   At
any one time during the Revolver Credit Period, the Borrower may arrange for any one or more Lenders or other financial institutions (approved by the Administrative
Agent, acting in its reasonable discretion) to provide Term Loans on the terms hereof, as supplemented by a Term Loan Addendum; provided that
(i) immediately after giving effect to the Term Borrowing in the aggregate principal amount permitted under the Term Loan Addendum, the Total Exposure shall not exceed the Maximum Amount;
(ii) as of the date of the Term Loan Addendum, the incurrence of the additional Debt in the form of Term Loans in the aggregate principal amount permitted under the Term Loan Addendum and the
Liens securing such Term Loans under the Collateral Documents are permitted under each then outstanding indenture of the Company and its Subsidiaries; (iii) the Term Maturity Date shall not be
prior to the Revolver Maturity Date; and (iv) if, pursuant to the Term Loan Addendum any scheduled amortizations of the Term Loans during a calendar year will exceed 1% of the Term Outstandings
in such year, such scheduled amortizations shall have been approved by the Administrative Agent. Upon execution and delivery by the Company, the Borrower, the Administrative 


22





 

Agent
and each Lender or other financial institution party thereto of the Term Loan Addendum, each such Lender or other financial institution shall be a "Term Lender" for all purposes hereunder with
all rights and obligations of a Term Lender hereunder and the Term Loans made pursuant to such Term Loan Addendum shall be "Term Loans" for all purposes hereunder. 


ARTICLE 3

Conditions  


        Section 3.01. Closing. The closing hereunder shall occur upon receipt by the Administrative Agent (or its
counsel) of the following (in the case of any document, dated the Closing Date unless otherwise indicated): 


        (a)   duly
executed counterparts hereof signed by each of the Borrower, the Guarantor, the Revolver Lenders and the Administrative Agent (or, in the case of any party as to
which an executed counterpart shall not have been received, written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page) that such
party has signed a counterpart hereof); 


        (b)   a
duly executed Note for the account of each Revolver Lender requesting a Note, dated on or before the Closing Date; 


        (c)   (i) duly
executed counterparts of the Security and Pledge Agreement and (ii) evidence satisfactory to the Administrative Agent that the Collateral and
Guaranty Requirement shall have been satisfied; 


        (d)   opinions
of John K. Lines, associate general counsel of the Company and the Borrower, O'Melveny & Myers LLP, special counsel to the Loan Parties, Gibson,
Dunn & Crutcher LLP, special counsel to the Loan Parties, and Hogan and Hartson, L.L.P., special regulatory counsel to the Loan Parties, covering the matters set forth in
Exhibit D-1, D-2, D-3 and D-4 hereto, respectively, and such additional matters relating to the transactions contemplated hereby as the Required
Lenders may reasonably request; 


        (e)   evidence
satisfactory to the Administrative Agent of the payment of all fees and other amounts payable to the Administrative Agent for the account of the Lenders or the
Administrative Agent on or prior to the Closing Date, including, to the extent invoiced, reimbursement of all out-of-pocket expenses (including, without limitation, legal fees
and expenses) required to be reimbursed or paid by the Borrower or the Company hereunder; 



        (f)    (i) a
copy of the Wireless Note and each other note in existence on the Closing Date evidencing Debt owed by the Company, the Borrower or any Corp. Company
to the Company or any Subsidiary and outstanding on the Closing Date, (ii) a certificate of the Assistant Treasurer of Capital Funding certifying that Capital Funding has delivered pursuant to
clause (i) a copy of each note described in clause (i) and that each such copy is a true, correct and complete copy of the original note as in effect on the Closing Date,
and (iii) evidence satisfactory to the Administrative Agent that the Wireless Note is subordinated to the Loans and the Guarantee hereunder on terms and conditions satisfactory to the
Administrative Agent; 


        (g)   a
certificate signed by the chief financial officer, treasurer or assistant treasurer (or any such officer's designee, designated in writing by such officer) of the
Company certifying (A) as to the facts specified in clauses (d) and (e) of Section 3.03 as of the Closing Date, and (B) that if Loans were outstanding the Company
and Corp. would be in compliance with Section 5.06 as of September 30, 2003, calculated on a pro forma basis after giving effect to the consummation of the offers to purchase outstanding
notes and debt for equity exchanges completed in the fiscal quarter ended December 31, 2003, and attaching a calculation on such basis of each of the ratios set forth in Section 5.06 as
of such date; 


23





 



        (h)   evidence
satisfactory to the Administrative Agent that all commitments under the Existing Credit Agreement have been or concurrently with the Closing Date are being
terminated, all loans outstanding thereunder have been repaid in full (together with accrued and unpaid interest thereon, any applicable breakage costs and accrued fees and expenses), all Liens
securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are being released and the Company's guarantee under the Existing Credit Agreement has been or
concurrently with the Closing Date is being released; and 



        (i)    all
documents the Administrative Agent may reasonably request relating to the existence of the Company and its Subsidiaries, the corporate authority for and the validity
of the Loan Documents, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. 


        The
Administrative Agent shall promptly notify the Company and the Lenders of the Closing Date, and such notice shall be conclusive and binding on all parties hereto. 


        Section 3.02. Condition To Term Loans. The obligation of any Term Lender to make a Term Loan shall be subject to the satisfaction
of the following conditions: 


        (a)   the
Administrative Agent (or its counsel) shall have received counterparts of the Term Loan Addendum signed by the Borrower and the Company and each of the Term Lenders
listed on the signature pages thereof (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to
it of telex, facsimile or other written confirmation from such party that it has executed a counterpart thereof); 


        (b)   the
Administrative Agent shall have received such evidence (including such opinions of counsel to the Loan Parties) as it may reasonably request to confirm the
Borrower's due authorization of the transactions contemplated by the Term Loan Addendum and the validity and enforceability of the obligations of the Borrower and the Company resulting therefrom; 


        (c)   the
fact that immediately after such Term Loan is made, the limitation in Section 2.15(d)(i) shall have been complied with; and 


        (d)   any
other conditions set forth in the Term Loan Addendum. 


        Section 3.03. All Borrowings. The obligation of any Lender to make a Loan on the occasion of any Borrowing is subject to the
satisfaction of the following conditions: 


        (a)   the
fact that the Closing Date shall have occurred on or prior to February 27, 2004; 


        (b)   receipt
by the Administrative Agent of a Notice of Borrowing as required by Section 2.02; 


        (c)   the
fact that, immediately before and after such Borrowing, the Total Outstandings do not exceed the Total Exposure; 


        (d)   the
fact that, immediately before and after such Borrowing, no Default shall have occurred and be continuing; 



        (e)   the
fact that the representations and warranties of the Loan Parties contained in the Loan Documents shall be true (or, with respect to any representation and warranty
which is not qualified by materiality or material adverse effect, shall be true in all material respects) on and as of the date of such Borrowing, except to the extent such representations and
warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true (or, with respect to any such representation and warranty which is not
qualified by materiality or material adverse effect, shall be true in all material respects) on and as of such earlier date; and 



        (f)    if
no Loans were outstanding as of the last day of the most recently ended fiscal quarter for which financial statements are required to have been delivered pursuant to
Section 5.01, the fact that 


24





 



the
Company and Corp. would have been in compliance with Section 5.06 had Loans been outstanding on such date. 



        Each
Borrowing hereunder shall be deemed to be a representation and warranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c), (d), (e) and
(f) of this Section. 


ARTICLE 4

Representations And Warranties  


        Each of the Loan Parties party to this Agreement represents and warrants that: 


        Section 4.01. Corporate Existence and Power. Each Loan Party is a corporation duly incorporated, validly existing and in good
standing under the laws of the state of its incorporation, and has all corporate powers and all material governmental licenses, authorizations, qualifications, consents and approvals required to carry
on its business as now conducted. 


        Section 4.02. Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by each Loan
Party of each Loan Document to which it is a party are within such Person's corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or
filing with, any governmental body, agency or official except, with respect to the Security and Pledge Agreement and the transactions contemplated thereby, as set forth in the Collateral Documents,
and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of such Person or of any material
agreement (including in any event the QSC Notes Indenture), judgment, injunction, order, decree or other instrument binding upon such Person or any Significant Subsidiary or result in the creation or
imposition of any Lien on any material asset of such Person or any Significant Subsidiary (other than the Liens created by the Collateral Documents). 


        Section 4.03. Binding Effect. Each Loan Document (other than the Notes) constitutes a valid and binding agreement of each Loan
Party thereto, and the Notes, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of the Borrower, in each case enforceable in accordance with
its terms except as the same may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and by general principles of equity. 


        Section 4.04. Financial Information.


        (a)   (i) The
restated consolidated balance sheet of the Company and its Consolidated Subsidiaries as of each of December 31, 2000, December 31, 2001 and
December 31, 2002 and the related consolidated statements of income and cash flows for each fiscal year then ended, reported on by KPMG and set forth in the Company's 2002
Form 10-K and (ii) the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 2003 and the related consolidated statements of
income and cash flows for the portion of the Company's fiscal year ended at the end of such quarter and set forth on the Company's Form 10-Q, a copy of each of which has been made
available to each of the Lenders, taken together, fairly present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of the
Company and its Consolidated Subsidiaries as of such date specified therein and their consolidated results of operations and cash flows for such period specified therein, subject, in the case of the
financial statements described in clause (ii) of this Section 4.04(a), to changes resulting from audit and year-end adjustments and the absence of footnotes. 



        (b)   (i) The
restated consolidated balance sheet of Corp. as of each of December 31, 2000, December 31, 2001 and December 31, 2002 and the related
consolidated statement of income and cash flows for each fiscal year then ended, reported on by KPMG and (ii) the consolidated balance sheet of Corp. as of September 30, 2003 and the
related consolidated statements of income and cash flows for the portion of Corp.'s fiscal year then ended, a copy of each of which has been made available to each 


25





 



of
the Lenders, fairly present in all material respects, in conformity with generally accepted accounting principles, the consolidated financial position of Corp. and its Consolidated Subsidiaries as
of the date specified therein and their consolidated results of operations for the period specified therein, subject, in the case of the financial statements described in clause (ii) of
this Section 4.04(b), to changes resulting from audit and year-end adjustments and the absence of footnotes. 


        (c)   Except
as set forth in Schedule 4.05, since December 31, 2002, there has been no Material Adverse Change. 



        Section 4.05. Litigation. Except for the Pending Matters, to the knowledge of the Company there is no action, suit or proceeding
pending, against the Company or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision
which would materially adversely affect the consolidated financial position or consolidated results of operations of the Company and its Consolidated Subsidiaries, considered as a whole, or which in
any manner draws into question the validity of any Loan Document. 


        Section 4.06. Compliance with ERISA. Each member of the ERISA Group has fulfilled its obligations under the minimum funding
standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance in all respects with the presently applicable provisions of ERISA and the Internal Revenue Code with
respect to each Plan, except where failure to comply would not have a material adverse effect on the consolidated financial position or consolidated results of operations of the Company and its
Consolidated Subsidiaries, considered as a whole. No member of the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in
respect of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement, or made any amendment to any Plan or Benefit
Arrangement, in either case which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Internal Revenue
Code, or (iii) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA. 


        Section 4.07. Environmental Matters. (a) The operations of the Company and each of its Subsidiaries comply in all respects
with all Environmental Laws except such non-compliance which would not (if enforced in accordance with applicable law) reasonably be expected to result, individually or in the aggregate,
in a material adverse effect on the financial position or results of operations of the Company and its Consolidated Subsidiaries, considered as a whole. 



        (b)   Except
as specifically identified in Schedule 4.07, the Company and each of its Subsidiaries have obtained all material licenses, permits, authorizations and
registrations required under any Environmental Laws ("Environmental Permits") necessary for their respective operations, and all such Environmental
Permits are in good standing, and the Company and each of its Subsidiaries is in compliance with all material terms and conditions of such Environmental Permits. 


        (c)   Except
as specifically identified in Schedule 4.07, there are neither any conditions or circumstances known to the Company which may give rise to any claims or
liabilities respecting any Environmental Laws or Hazardous Substances arising from the operations of the Company or its Subsidiaries (including, without limitation, off-site liabilities),
nor any additional costs of compliance with Environmental Laws, which collectively have an aggregate potential liability in excess of $50,000,000. 


        Section 4.08. Taxes. United States Federal income tax returns of the Company and its Subsidiaries have been examined and closed
through the fiscal year ended December 31, 1992. The Company and its Subsidiaries have filed all United States Federal income tax returns and all other material tax returns which are required
to be filed by them and have paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company or any Subsidiary, except for taxes the amount, 


26





 



applicability
or validity of which is being contested in good faith by appropriate proceedings. The charges, accruals and reserves on the books of the Company and its Subsidiaries in respect of taxes
or other governmental charges are, in the opinion of the Company, adequate. 


        Section 4.09. Subsidiaries. Each of the Company's corporate Significant Subsidiaries (including, but not limited to, the Borrower)
is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all material governmental licenses,
authorizations, qualifications, consents and approvals required to carry on its business as now conducted. 


        Section 4.10. Not an Investment Company. No Loan Party is an "investment company" within the meaning of the Investment Company Act
of 1940, as amended. 


        Section 4.11. Full Disclosure. All written information heretofore furnished by any Loan Party to the Administrative Agent or any
Lender for purposes of or in connection with the Loan Documents or any transaction contemplated hereby is, and all such information hereafter furnished by any Loan Party to the Administrative Agent or
any Lender will be, true and accurate in all material respects on the date as of which such information is stated or certified, in each case in light of the circumstances in which the same were made.
Any projections or pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by the applicable Loan Party to be
reasonable at the time they were made, it being recognized that such projections are not to be viewed as facts and that actual results may differ and such differences may be material. 



        Section 4.12. Solvency. On the Closing Date, immediately after giving effect to the transactions contemplated herein (including
without limitation or the application of the proceeds of any Loans made on the Closing Date) (a) the fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and
liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the properties of each Loan Party will exceed the amount that will be required to pay the probable
liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (c) each Loan Party will be able to pay its debts
and other liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, and (d) no Loan Party will have unreasonably small capital with which to
conduct the business in which it is engaged as such business is now conducted and proposed to be conducted after the Closing Date. 


ARTICLE 5

Covenants  


        The Company agrees that, so long as any Lender has any Commitment hereunder or any Loan or any other amount payable under any Loan Document remains unpaid: 


        Section 5.01. Information. The Company will deliver to the Administrative Agent for distribution to each of the Lenders: 



        (a)   (i) as
soon as available and in any event within 90 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and
its Consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of income and cash flows for such fiscal year, setting forth in each case in comparative form
the figures for the previous fiscal year, all reported on in a manner acceptable to the Securities and Exchange Commission by KPMG or other independent public accountants of nationally recognized
standing, (ii) as soon as available and in any event within 90 days after the end of each fiscal year of Corp., a consolidated balance sheet of Corp. and its Consolidated Subsidiaries as
of the end of such fiscal year and the related consolidated statements of income and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal
year, all reported on in a manner acceptable to the Securities and Exchange 


27





 



Commission
by KPMG or other independent public accountants of nationally recognized standing, and (iii) as soon as available and in any event within 90 days after the end of each fiscal
year of the Borrower (provided that in the case of the fiscal year ended December 31, 2003, such information need only be provided on or before
May 31, 2004), an unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of income for
such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all certified (subject to the absence of footnotes) as to fairness of presentation, generally
accepted accounting principles and consistency by the chief financial officer, the chief accounting officer treasurer or assistant treasurer (or any such officer's designee, designated in writing by
such officer) of the Company; 


        (b)   (i) as
soon as available and in any event within 50 days after the end of each of the first three quarters of each fiscal year of the Company, a
consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of such quarter and the related consolidated statements of income and cash flows for such quarter and for the
portion of the Company's fiscal year ended at the end of such quarter, setting forth in the case of such statements of income and cash flows in comparative form the figures for the corresponding
quarter and the corresponding portion of the Company's previous fiscal year, all certified (subject to changes resulting from audit, year-end adjustments and absence of footnotes) as to
fairness of presentation, generally accepted accounting principles and consistency by the chief financial officer, chief accounting officer, treasurer or assistant treasurer (or any such officer's
designee, designated in writing by such officer) of the Company, (ii) as soon as available and in any event within 50 days after the end of each of the first three quarters of each
fiscal year of Corp., a consolidated balance sheet of Corp. and its Consolidated Subsidiaries as of the end of such quarter and the related consolidated statements of income and cash flows for such
quarter and for the portion of Corp.'s fiscal year ended at the end of such quarter, setting forth in the case of such statements of income and cash flows in comparative form the figures for the
corresponding quarter and the corresponding portion of Corp.'s previous fiscal year, all certified (subject to changes resulting from audit, year-end adjustments and absence of footnotes)
as to fairness of presentation, generally accepted accounting principles and consistency by the chief financial officer, the chief accounting officer, treasurer or assistant treasurer (or any such
officer's designee, designated in writing by such officer) of Corp., and (iii) as soon as available and in any event within 50 days after the end of each of the first three quarters of
each fiscal year of the Borrower, an unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such quarter and the related consolidated statements of
income for such quarter and for the portion of the Borrower's fiscal year ended at the end of such quarter, setting forth in the case of such statements of income in comparative form the figures for
the corresponding quarter and the corresponding portion of the Borrower's previous fiscal year, all certified (subject to changes resulting from audit, year-end adjustments and absence of
footnotes) as to fairness of presentation, generally accepted accounting principles and consistency by the chief financial officer, the chief accounting officer treasurer or assistant treasurer (or
any such officer's designee, designated in writing by such officer) of the Company; 



        (c)   simultaneously
with the delivery of each set of financial statements referred to in clauses (a) and (b) above, a certificate of the chief financial
officer, treasurer or assistant treasurer (or any such officer's designee, designated in writing by such officer) or the chief accounting officer of the Company, (i) (x) in the case of
financial statements of the Company, setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of
Sections 5.06(a) (or, if no Loans were outstanding, setting forth in reasonable detail the calculation of the Company Consolidated Leverage Ratio), 5.07, 5.10, 5.12, and 5.13 on the date
of such financial statements and (y) in the case of financial statements of Corp., setting forth in reasonable detail the calculations required to establish whether Corp. was in compliance with
the requirements of Section 5.06(b) (or, if no Loans were outstanding, setting forth in reasonable detail the calculation of 


28





 



the
ratio described in Section 5.06(b)) on the date of such financial statements, (ii) describing in reasonable detail the investments of the type described in
Section 5.13(f)(i) of the relevant Loan Party and its Subsidiaries outstanding on the date of such financial statements, and (iii) stating whether any Default exists on the date
of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Company, Corp. or the Borrower, as applicable, is taking or proposes to take with
respect thereto; 


        (d)   within
five Domestic Business Days after any officer of the Company or the Borrower obtains knowledge of any Default, if such Default is then continuing, a certificate
of the chief financial officer, the chief accounting officer, treasurer or assistant treasurer (or any such officer's designee, designated in writing by such officer) of the Company or the Borrower
setting forth the details thereof and the action which the Company or the Borrower is taking or proposes to take with respect thereto; 



        (e)   promptly
upon the mailing thereof to the shareholders of the Company generally, copies of all financial statements, reports and proxy statements so mailed; 


        (f)    promptly
upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8
or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their equivalents) (other than any amendment on Form 8-K the sole purpose of which
is to file exhibits relating to Existing Debt meeting the requirements of clause (ii) of the definition of Debt) which the Company shall have filed with the Securities and Exchange
Commission; 


        (g)   if
and when any member of the ERISA Group (i) gives or is required to give notice to the PBGC of any "reportable event" (as defined in Section 4043 of
ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required
to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC, (ii) receives notice of complete or partial withdrawal
liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice, (iii) receives notice from the
PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan,
a copy of such notice, (iv) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application, (v) gives notice of
intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC, (vi) gives notice of withdrawal from any Plan
pursuant to Section 4063 of ERISA, a copy of such notice, or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or
makes any amendment to any Plan or Benefit Arrangement, in either case which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other
security, a certificate of the chief financial officer, chief accounting officer, treasurer or assistant treasurer (or any such officer's designee, designated in writing by such officer) of the
Company setting forth details as to such occurrence and action, if any, which the Company or applicable member of the ERISA Group is required or proposes to take; and 


        (h)   from
time to time such additional information regarding the financial position or business of the Company and its Subsidiaries and the Borrower and its Subsidiaries as
the Administrative Agent, at the request of any Lender, may reasonably request. 


Information
required to be delivered pursuant to clauses 5.01(a), (b), (e), or (f) above shall be deemed to have been delivered on the date on which the Company provides notice to the Lenders
that such information has been posted on the Company's website on the Internet at the website address listed on the signature pages hereof, at sec.gov/edaux/searches.htm or at another website
identified in such notice and accessible by the Lenders without charge; provided that (i) such notice may be included in a certificate delivered
pursuant to clause 5.01(c) and (ii) the Company shall deliver paper copies of the information referred to in clauses 5.01(a), (b), (e), or (f) to any Lender which requests
such delivery. 


29







   
        Section 5.02. Maintenance of Property; Insurance. (a) The Company will keep, and will cause each other Loan Party and each
Significant Subsidiary to keep, all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted. 


        (b)   The
Company will maintain, and will cause each other Loan Party and each Significant Subsidiary to maintain (either in the name of the Borrower or in such Loan Party's
or Significant Subsidiary's own name), with financially sound and responsible insurance companies, insurance on all their respective properties in at least such amounts and against at least such risks
(and with such risk retention) as are usually insured against in the same general area by companies of established repute engaged in the same or a similar business; and will furnish to the Lenders,
upon request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried; provided that, in lieu of any
such insurance, the Company and any other Loan Party and any Significant Subsidiary may maintain a system or systems of self-insurance and reinsurance which will accord with sound
practices of similarly situated corporations maintaining such systems and with respect to which the Company or such other Loan Party or such Significant Subsidiary will maintain adequate insurance
reserves, all in accordance with generally accepted accounting principles and in accordance with sound insurance principles and practice. 


        Section 5.03. Maintenance of Existence. The Company will, and will cause each other Loan Party and each Significant Subsidiary to,
preserve, renew and keep in full force and effect their respective corporate existence and their respective material rights, privileges, franchises and licenses necessary or desirable in the normal
conduct of business. 


        Section 5.04. Compliance with Laws. The Company will comply, and will cause each other Loan Party and each Significant Subsidiary
to comply, in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws and ERISA
and the rules and regulations thereunder), except where the necessity of compliance therewith is contested in good faith by appropriate proceedings and for which adequate reserves in conformity with
generally accepted accounting principles have been established. 


        Section 5.05. Inspection of Property, Books and Records. The Company will keep, and will cause each other Loan Party and each
Significant Subsidiary to keep, proper books of record and account in accordance with generally accepted accounting principles in which full, true and correct entries shall be made of all dealings and
transactions in relation to its business and activities; and will permit, and will cause each other Loan Party and each Significant Subsidiary to permit, representatives of any Lender at such Lender's
expense to visit and inspect any of their respective properties, to examine and make abstracts from any of their respective books and records and to discuss their respective affairs, finances
and accounts with their respective officers, employees and independent public accountants, all at such reasonable times and as often as may reasonably be desired. 



        Section 5.06.  Financial Covenants. (a) Company Consolidated Leverage Ratio.
The Company Consolidated Leverage Ratio as of the last day of each fiscal quarter when Loans are outstanding shall not be greater than 6:1. 


        (b)   Corp. Consolidated Leverage Ratio. The ratio of Debt of Corp. and its Consolidated Subsidiaries (other than the Wireless
Intercompany Debt), determined on a consolidated basis as of the last day of each fiscal quarter of Corp. when Loans are outstanding, to Consolidated Corp. EBITDA, determined for the four consecutive
fiscal quarters ending on such date, shall not be greater than 2.5:1. 


        Section 5.07. Negative Pledge. Neither the Company nor the Borrower will, and the Company will not permit any Subsidiary to,
create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: 


        (a)   Liens
existing on the Closing Date and listed in Schedule 5.07; 


30





 



        (b)   any
Lien existing on any asset of any corporation at the time such corporation becomes a Subsidiary and not created in contemplation of such event; 


        (c)   any
Lien on any asset of the Company or any of its Subsidiaries (other than the Borrower) (each, a "Purchase Money
Obligor") securing Purchase Money Debt incurred by such Purchase Money Obligor in connection with the purchase of such asset (but not any other Purchase Money Obligor) and
permitted under Section 5.12; provided that such Lien attaches to such asset concurrently with or within 180 days after the incurrence of
such Purchase Money Debt; 


        (d)   any
Lien on any asset of any corporation existing at the time such corporation is merged or consolidated with or into the Company or a Subsidiary (to the extent any such
merger or consolidation is permitted under Section 5.08(a)) and not created in contemplation of such event; 


        (e)   any
Lien existing on any asset prior to the acquisition thereof by the Company or a Subsidiary (to the extent such acquisition is permitted under this Agreement) and not
created in contemplation of such acquisition; 


        (f)    any
Lien on assets or capital stock of Minor Subsidiaries which secures Debt of Persons which are not Consolidated Subsidiaries in which the Company or any of its
Subsidiaries has made investments ("Joint Ventures"), but for the payment of which Debt no other recourse may be had to the Company or any Subsidiaries
("Limited Recourse Debt"), or any Lien on equity interests in a Joint Venture securing Limited Recourse Debt of such Joint Venture; 


        (g)   any
Lien (other than Liens on the Collateral) arising out of the refinancing, replacement, extension, renewal or refunding of any Debt secured by any Lien permitted by
any of the foregoing clauses of this Section; provided that such Debt is not increased and is not secured by any additional assets and the refinancing,
replacement, extension, renewal or refunding of any such Debt is permitted pursuant to Section 5.12; 



        (h)   (x) Liens
arising in the ordinary course of business which (i) do not secure Debt, (ii) do not secure any obligation in an amount exceeding
$100,000,000 and (iii) do not in the aggregate materially detract from the value of the grantor's assets or materially impair the use thereof in the operation of its business, and
(y) Liens not described in clause (x) on cash and cash equivalents and securities (other than the Collateral) which Liens secure any obligation with respect to letters of credit
or surety bonds, which obligation in each case does not exceed $100,000,000; 


        (i)    (i) Liens
("Facility Liens") on the Collateral pursuant to the Collateral Documents securing Debt under this
Agreement, (ii) junior Liens on the Collateral securing the Existing Notes so long as the Liens described in this clause (ii) shall be junior and subordinated to the Facility
Liens, as provided in the QSC Notes Security and Pledge Agreement (or on other terms and conditions reasonably approved by the Administrative Agent), (iii) Liens on (x) the Collateral
securing Permitted QSC Junior Lien Debt (including pursuant to clause (x) of the last sentence of Section 5.12) and (y) on any Collateral (other than the Corp. Equity
Collateral) securing Permitted QSC Senior Unsecured Debt (including pursuant to clause (x) of the last sentence of Section 5.12), so long as the Liens described in this
clause (iii) shall, in each case, be junior and subordinated to the Facility Liens (A) as provided in the QSC Notes Security and Pledge Agreement, with respect to any obligation
designated as "Additional Pari Passu Secured Obligations" under (and as defined in) the QSC Notes Security and Pledge Agreement, (B) as provided in the New QSC Security and Pledge Agreement or
(C) on other terms and conditions satisfactory to the Administrative Agent), (iv) Liens securing Permitted QSC Senior Secured Debt (including pursuant to clause (x) of the
last sentence of Section 5.12) which are secured equally and ratably with the Facility Liens on terms and conditions reasonably approved by the Administrative Agent, and (v) Liens on the
Collateral securing Revolver Cash Management Obligations or Hedging Obligations (each as defined in the Security and Pledge Agreement) pursuant to the Security and Pledge Agreement (in each case, it
being understood that monetary obligations under or 


31





 



related
to any such Debt (but not constituting Debt) may be secured by Liens securing such related Debt pursuant to this subsection (i)); 


        (j)    Liens
on any assets of any Subsidiary of the Company other than the Borrower or a Corp. Company; and 


        (k)   Liens
(other than Liens on any Collateral) not otherwise permitted by and in addition to the foregoing clauses of this Section 5.07 securing Debt permitted under
Section 5.12 (and on terms permitted under Section 5.12). 


        Section 5.08. Consolidations, Mergers and Sales of Assets. (a) No Loan Party or any of its Subsidiaries will merge or
consolidate with or into any other Person; provided that (i) any Corp. Company may merge with or into any other Corp. Company (other than
Wireless), (ii) any QwestDex Company may merge with or into any other QwestDex Company or any Corp. Company (other than Wireless) (so long as a Corp. Company is the Person surviving any such
merger), (iii) any Foreign Subsidiary may merge or consolidate with or into any other Foreign Subsidiary, and (iv) any Subsidiary (other than the Borrower or a Corp. Company, but
excluding Wireless) may merge into any other Subsidiary of the Company other than the Borrower or a Corp. Company (other than Wireless); provided that,
in the case of clause (i) and (ii), after giving effect to any such merger, no Default has occurred and is continuing. 


        (b)   The
Company will not sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the assets of the Company and its Subsidiaries, taken as a
whole, to any other Person; provided that nothing in this subsection (b) shall be construed to prohibit the contribution to any single New
Holding Company by the Company of the capital stock of the Borrower or any other direct Subsidiary of the Company. No Corp. Company will sell, lease or otherwise transfer, directly or indirectly, any
of its assets (other than the Wireless Assets) to the Company or any of its Subsidiaries, other than to another Corp. Company (other than Wireless). 


        (c)   None
of the Company, the Borrower or any Corp. Company shall consummate any Asset Sale (except any single disposition or series of related dispositions for which the
aggregate consideration does not exceed $100,000,000) unless at least 75% of the aggregate consideration therefor (other than any portion of such Asset Sale which constitutes an Asset Swap) shall
consist of cash payable at closing and Debt (other than subordinated Debt) of the transferor which is expressly assumed by the transferee. Any Corp. Company may consummate any Asset Sale that does not
satisfy the requirements of the immediately preceding sentence to the extent such Asset Sale is an Asset Swap and, after giving effect thereto, the aggregate amount of assets that have been sold,
transferred or otherwise disposed of by the Corp. Companies on or after the Closing Date pursuant to Asset Swaps shall not exceed 10% of the consolidated tangible assets of the Corp. Companies. 


        (d)   The
Available Net Proceeds of any Corp. Qualifying Asset Sale received during the Mandatory Reduction Period shall only be (i) applied to permanently retire Debt
owing by Corp. or to acquire assets similar to the assets disposed of in such sale or other productive assets of the general type used in the business of a Corp. Company, (ii) held by Corp. in
cash or Permitted Investments, or (iii) applied to reduce ratably the Commitments in an amount equal to the Revolver Portion of such Available Net Proceeds, prepay the Term Loans ratably in an
amount equal to the Term Portion of such Available Net Proceeds, and make any other payments of Debt that may be required concurrently with such reduction and prepayment. The Company shall notify the
Administrative Agent by telephone (confirmed by telecopy) of the proposed consummation of any Corp. Qualifying Asset Sale not later than 10:30 A.M., New York City time, on the date of the
proposed consummation thereof. Each such notice shall specify (i) the date of consummation of the applicable Corp. Qualifying Asset Sale, (ii) a reasonably detailed calculation of the
Net Proceeds thereof, and (iii) anticipated Available Net Proceeds as a result of such Corp. Qualifying Asset Sale. Upon receipt of a notice of a Corp. 


32





 



Qualifying
Asset Sale pursuant to this subsection, the Administrative Agent shall promptly notify each Lender of the contents thereof. 


        (e)   The
Company will retain ownership, directly or indirectly, of 100% of the capital stock and the voting power of the Borrower and the Borrower will retain ownership,
directly, of 100% of the capital stock and the voting power of Corp. 


        Section 5.09. Use of Proceeds. The proceeds of the Revolver Loans made under this Agreement will be used by the Borrower for
general corporate purposes. None of the proceeds of the Revolver Loans
shall be used directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of paying Legal Matter Costs or making Restricted Payments. None of the proceeds of any Loans will be
used, directly or indirectly, in violation of any applicable law or regulation, and no use of such proceeds will include any use for the purpose, whether immediate, incidental or ultimate, of buying
or carrying any Margin Stock. 


        Section 5.10. Restricted Payments and Payments of Certain Other Debt. (a) Neither the Company nor any of its Subsidiaries
will declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that (i) any Subsidiary may
declare and pay dividends with respect to its Equity Interests, (ii) the Company may make Restricted Payments pursuant to and in accordance with stock or other benefit plans for management or
employees of the Company and its Subsidiaries, (iii) the Company may declare and pay stock dividends on its capital stock so long as the stock dividends (which may include options or warrants)
are of the same class of capital stock, and (iv) the Company may make other Restricted Payments, so long as, in the case of this clause (iv), after giving effect to any such dividend on
any date, the aggregate amount of Permitted Payments declared or paid by the Borrower does not exceed the Equity/Income Basket during the Mandatory Reduction Period and the Payments Basket thereafter;  provided that, in the case of clause (iv), immediately before and after giving effect to any such dividend, no Default has occurred and is
continuing. 


        (b)   Neither
the Company nor any of its Subsidiaries will, directly or indirectly (including without limitation through any Person that has received the proceeds of any
investment permitted by Section 5.13), refinance, redeem, retire, purchase, repurchase, acquire, defease, exchange or otherwise make any payment in respect of the principal of any Subject Debt,
other than: 



        (i)    mandatory
interest or principal payments, so long as such payments were required on such dates as of the Closing Date (in the case of Existing Debt) or on the date such
Debt was incurred (in the case of other Subject Debt), 


        (ii)   any
of the foregoing made with Equity Interests of the Company (other than Mandatorily Redeemable Equity), 



        (iii)  any
payments with respect to Debt incurred by the Borrower in lieu of Corp. in reliance on clause (x) of the last sentence of Section 5.12, 


        (iv)  any
payments with respect to the QCC 2007 Notes, 


        (v)   refinancings,
repurchases and redemptions of Subject Debt of the Company or Capital Funding that matures prior to the Revolver Maturity Date
("Inside Maturity Debt"), using as consideration cash or the Net Proceeds of Debt permitted by Section 5.12 and incurred within 181 days
(or, after the
Mandatory Reduction Period, 365 days) prior to the scheduled maturity of the applicable Inside Maturity Debt, 


        (vi)  any
payments from the Net Proceeds of issuances by the Company of common stock interests, 



33





 




        (vii) refinancings,
repurchases and redemptions of callable Subject Debt ("Callable Debt") of the Borrower, using as
consideration the Net Proceeds of Debt permitted by Section 5.12 and incurred within 181 days (or, (x) in the case of a tender offer for the Borrower's Notes due 2014 made in
connection with refinancing of the Borrower's Notes due 2010 and not financed with Revolver Borrowings, or (y) after the Mandatory Reduction Period, within 365 days) prior to the first
scheduled call date for such Callable Debt, and 


        (viii)   payments
with respect to other subordinated Debt and redemptions of Mandatorily Redeemable Equity of the Borrower,  provided that the aggregate amount of Permitted Payments declared or paid does not exceed the
Payments Basket. 




Neither
the Company nor any of its Subsidiaries will consent to or solicit any amendment, supplement, or other modification of any agreement or instrument evidencing or governing any Subject Debt if
the effect of such amendment, supplement or modification, together with all other amendments, supplements or modifications made, is to increase materially the obligations of the obligor thereunder or
to confer any additional rights on the holders thereof which would be materially adverse to the Company or its Subsidiaries (it being understood that any such modification that further restricts the
ability of any Subsidiaries of the Company to agree or be subject to the types of restrictions described in Section 5.11 or that has the effect of causing the terms of such Debt to no longer
comply with the provisions of Section 5.12 on the basis of which such Subject Debt was incurred shall not be a permitted modification of such terms). 



        Section 5.11. Limitations on Restrictions Affecting Subsidiaries. Neither the Company nor any of its Subsidiaries will enter into,
or suffer to exist, any agreement with any Person (other than a written agreement with, or an agreement resulting from the application of a law, policy, rule or regulation by, a public utility
commission or other governmental authority) which prohibits or limits the ability of any Subsidiary to (i) pay dividends or make other distributions or pay any Debt owed to the Company or any
other Subsidiary, (ii) make loans or advances to the Company or any other Subsidiary, (iii) transfer any of its properties or assets to the Company or any other Subsidiary,
(iv) create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or on capital stock or equity interests issued by
it, or (v) create, incur assume or suffer to exist any Debt; provided that the following shall be permitted: (1) agreements governing Debt
as in effect on the Closing Date, and agreements which are no more restrictive in any material respect (or, in the case of any restriction on the incurrence of Debt or Liens, in any respect) than such
agreements,
(2) agreements granting Liens permitted under Section 5.07 containing restrictions on the ability to transfer or grant Liens on the assets subject to such Liens, (3) restrictions
contained in agreements of any Person at the time such Person becomes a Subsidiary, which restrictions are applicable solely to such Person (including to Equity Interests in such Person),
(4) customary restrictions contained in stock purchase agreements, asset sale agreements limiting the transfer of assets pending the closing of the sale and customary non-assignment
provisions in leases and other contracts entered into in the ordinary course of business, and (5) restrictions contained in the Loan Documents. 


        Section 5.12. Limitations on Debt. Neither the Company nor any Subsidiary will create, incur, assume or permit to exist any Debt,
except: 


        (a)   Debt
created under the Loan Documents; 


        (b)   Existing
Debt; 


34







   
        (c)   Debt of the Company or any of its Subsidiaries (other than Corp. and its Subsidiaries) so long as (i) the issuance thereof does not generate any cash proceeds,
(ii) such Debt is issued to the holders thereof in exchange for, or as consideration for the repurchase or tender, of Existing Debt (or Subject Debt previously incurred in reliance on this
subsection (c)) held by such holders, (iii) the maturity of such Debt is on or after the Outside Date in effect on the date of incurrence of such Debt, (iv) no payments with
respect to such Debt (including without limitation required amortization payments and mandatory prepayments) are required to be made prior to the Outside Date in effect on the date of incurrence of
such Debt (other than regularly scheduled interest payments with respect thereto) except to the same or lesser extent of required payments under the Subject Debt being exchanged, repurchased or
tendered for, (v) the terms and conditions governing such Debt (including without limitation covenants and events of default) are no more restrictive in any material respect than the terms and
conditions applicable to such Debt as of the Closing Date or such terms and conditions otherwise approved by the Administrative Agent, and (vi) any Debt of the Borrower incurred in reliance on
this Section 5.12(c) is subordinated to the Loans in an insolvency proceeding to the prior payment in full of the Loans and is otherwise subordinated to the Loans on the same basis as
the QSC Notes Issued 2002 are subordinated pursuant to the QSC Notes Indenture or pursuant to other subordination arrangements reasonably satisfactory to the Administrative Agent (Debt outstanding in
reliance on this Section 5.12(c) being referred to as "Permitted Non-Corp. Exchange Debt"); 


        (d)   Debt
of Corp. so long as (i) the maturity of such Debt is on or after the Outside Date in effect on the date of incurrence of such Debt and (ii) such Debt
is issued to the holders thereof in exchange for, or as consideration for the repurchase or tender, of Existing Debt of Corp. (Debt outstanding in reliance on this Section 5.12(d) being
referred to as "Permitted Corp. Exchange Debt"); 



        (e)   (i) Debt
evidenced by the Wireless Note in an aggregate principal amount not to exceed $1,794,210,000 and (A) Debt owed by Wireless to the Borrower
in an aggregate principal amount not to exceed at any time $400,000,000 (the "Wireless/Borrower Debt" and, together with the Wireless Note, the
"Wireless Intercompany Debt"), so long as such Debt is evidenced by a promissory note that constitutes Collateral and ranks senior to the Wireless Note; 


        (f)    (i) Debt
of any Corp. Company owed to any other Corp. Company (other than Wireless), and (ii) Debt of any Subsidiary of the Company (other than a Corp.
Company) to any other Subsidiary of the Company (other than a Corp. Company); provided that, in the case of any Debt owed to the Borrower, if such Debt
is evidenced by an Instrument, the Instrument shall have been delivered to the Collateral Agent in accordance with the Security and Pledge Agreement, and in the case of any Debt owed by the Borrower,
such Debt represents obligations of the Borrower arising in the ordinary course of business as a result of intra-day balances and/or pooling of cash in connection with the cash management
program conducted by the Borrower on behalf of the Company and its Subsidiaries; 


        (g)   Debt
of the Borrower not otherwise permitted by the foregoing subsections, so long as (i) the aggregate principal and face amount of Debt outstanding from time to
time in reliance on this subsection (g) shall not exceed $750,000,000, (ii) the proceeds of such Debt do not exceed the cash consideration paid to retire unconditional purchase
obligations of QCC and the Company outstanding on the Closing Date (each such obligation, an "Outstanding UPO"), and (iii) such Debt shall be on
Qualifying Terms (except that (A) such Debt may provide for scheduled principal payments with respect thereto in an amount not greater than the scheduled payments required to be made with
respect to the Outstanding UPO that has been replaced by such Debt (as such Outstanding UPO was in effect on the Closing Date) and (B) the terms and conditions governing such Debt may be more
restrictive than the Loans so long as they are no more restrictive in any material respect than the terms and conditions applicable to the Outstanding UPO being replaced by such Debt) (Debt
outstanding in reliance on this Section 5.12(g) being referred to as "Permitted UPO Retirement Debt"); 


35





 

        (h)   (i) unsecured
Debt issued by the Company (or any of its Subsidiaries other than the Borrower and its Subsidiaries) (Debt outstanding in reliance on this
Section 5.12(h)(i) being referred to as "Permitted QCII/QCF Unsecured Debt") and (ii) unsecured Debt of the Borrower issued on
Qualifying Terms (Debt outstanding in reliance on this Section 5.12(h)(ii) being referred to as "Permitted QSC Subordinated Unsecured
Debt"), so long as the aggregate principal and face amount of all Debt outstanding in reliance on this subsection (h) at any time shall not exceed $4,000,000,000; 


        (i)    Debt
of the Borrower secured by Liens on the Collateral, so long as (i) the Debt incurred under this subsection (i) shall be on Qualifying Terms,
(ii) the Liens on the Collateral securing such Debt shall be junior and subordinated to the Facility Liens as provided in the New QSC Security and Pledge Agreement (or on other terms and
conditions reasonably approved by the Administrative Agent) and (iii) the aggregate principal and face amount of the Debt outstanding in reliance on this subsection (i) at any
time shall not exceed $3,000,000,000 (Debt outstanding in reliance on this Section 5.12(i) being referred to as "Permitted QSC Junior Lien
Debt") (it being understood that if and when any such junior liens initially securing any such Permitted QSC Junior Lien Debt are released, the subordination provisions
relating to such debt may terminate and such debt may thereafter be deemed to be outstanding under clause (j) below as described in the last sentence of this Section 5.12); 



        (j)    Debt
of the Borrower, so long as (i) the Debt incurred under this subsection (j) shall (except as provided below) be on Unsubordinated Qualifying Terms,
(ii) such Debt is not secured by Liens on the Corp. Equity Collateral and to the extent such Debt is secured by Liens on any other Collateral such Liens shall be junior and subordinated to the
Facility Liens as provided in the New QSC Security and Pledge Agreement (or on other terms and conditions reasonably approved by the Administrative Agent) and (iii) the aggregate principal and
face amount of the Debt outstanding in reliance on this subsection (j) at any time shall not exceed $3,700,000,000 (Debt outstanding in reliance on this
Section 5.12(j) being referred to as "Permitted QSC Senior Unsecured Debt"); 



        (k)   secured
Debt of the Borrower, so long as (i) the Debt incurred under this subsection (k) shall (except as provided below) be on Unsubordinated
Qualifying Terms, (ii) any Liens on the Collateral securing such Debt shall rank equally and ratably with the Liens on such Collateral securing the Revolver Lender Obligations on terms and
conditions reasonably approved by the Administrative Agent and (iii) the aggregate principal and face amount of the Debt outstanding in reliance on this subsection (k) at any time
shall not exceed $1,000,000,000 plus the aggregate principal amount of Revolver Replacement Debt then outstanding and  minus the aggregate principal amount
of Term Loans then outstanding (Debt outstanding in reliance on this Section 5.12(k) being referred
to as "Permitted QSC Senior Secured Debt"); 


        (l)    Debt
of Corp. and its Subsidiaries and Debt of other Subsidiaries of the Borrower, so long as the aggregate principal and face amount of the Debt outstanding in reliance
on this subsection (l) shall not exceed $3,000,000,000 (Debt outstanding in reliance on this Section 5.12(l) being referred to as "Permitted QSC Subsidiary
Debt"); and 


        (m)  Purchase
Money Debt of QCC or any other Subsidiary of the Company other than the Borrower in an aggregate principal amount not in excess of $250,000,000 (Debt
outstanding in reliance on this Section 5.12(m) being referred to as "Permitted Purchase Money Debt"). 


        Notwithstanding
anything in this Section 5.12 to the contrary: 



        (x)   on
any day, an amount equal to the principal and face amount of Debt then permitted to be incurred pursuant to subsection (i) above may instead be incurred in the
aggregate under subsections (h) and (j) above; an amount equal to the principal and face amount of Debt then permitted to be incurred under subsection (j) above may
instead be incurred in the aggregate under subsections (h) and (i) above; an amount equal to the principal and face amount of Debt 



36





 

then
permitted to be incurred under subsection (k) above may instead be incurred or be outstanding in the aggregate under subsections (h), (i) and (j) above; and an
amount equal to the principal and face amount of Debt then permitted to be incurred under subsection (l) above may instead be incurred or be outstanding in the aggregate under
subsections (h), (i), (j) and (k) above (and, if so incurred or outstanding under subsection (j) and (k), need not be on Unsubordinated Qualifying Terms). Each
incurrence of Debt under a subsection (or reallocation of outstanding Debt under a subsection) other than the one originally contemplated (the "Original
Subsection") shall reduce the amount permitted to be outstanding under the Original Subsection by the principal and face amount of such Debt outstanding from time to
time; and 


        (y)   the
aggregate outstanding principal and face amount of Debt of the Borrower (other than Permitted QSC Subordinated Unsecured Debt and Permitted UPO Retirement Debt)
shall not at any time exceed (i) the sum of $10,700,000,000 plus Revolver Outstandings plus the
aggregate outstanding principal
amount of Revolver Replacement Debt minus (ii) the aggregate principal and face amount of Permitted QSC Subsidiary Debt. 




        Section 5.13. Limitations on Investments; Loans, Advances, Guarantees and Acquisitions. Neither the Company nor any Subsidiary will
purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned Subsidiary before such merger) any Equity Interest in or evidence of indebtedness or other
security (including any option, warrant or other right to acquire any of the foregoing) of, make, hold or permit to exist any loan or advance to, Guarantee any obligation of, or make, hold or permit
to exist any investment or other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business
unit (any such transaction or event, an "investment"), except: 


        (a)   Permitted
Investments; 


        (b)   investments
existing on the Closing Date and listed in Schedule 5.13; 


        (c)   investments
by the Company and its Subsidiaries in Equity Interests in their respective Subsidiaries; provided that any
such Equity Interest of Corp. or QwestDex shall be pledged pursuant to the Security and Pledge Agreement to the extent required thereunder; 


        (d)   investments
constituting Debt permitted by Section 5.12; 


        (e)   investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each
case in the ordinary course of business; 


        (f)    (i) interest
rate swap agreements, interest rate cap agreements, interest rate collar agreements or other similar agreements or arrangements or
(ii) foreign exchange contracts, currency swap agreements, futures contracts, option contracts, synthetic caps or other similar agreements or arrangements, in each case designed to hedge
against fluctuations in interest rates or currency values, respectively; 


        (g)   instruments
or assets received as consideration for an Asset Sale as permitted by Section 5.08(c); 



        (h)   (x) investments
constituting Guarantees by the Borrower, any QwestDex Companies or any Corp. Companies of performance obligations of the Borrower, any QwestDex
Companies or any Corp. Companies, and (y) investments constituting Guarantees by the Company or any of its Subsidiaries (other than the Borrower, any QwestDex Companies or any Corp. Companies)
of performance obligations of the Company or any of its Subsidiaries; 


        (i)    the
acquisition of assets and associated revenue streams from Allegiance Company, Inc.; 



        (j)    acquisition
by Corp. of in-region wirelines as part of its capital expenditures program; 


37





 



        (k)   investments
in assets of any Person constituting a business unit or in Persons in an aggregate amount not to exceed $2,000,000,000,  provided that investments in joint ventures and Persons which, as a result thereof,
 do not become wholly-owned Subsidiaries in reliance on this
subsection (j) shall not exceed $500,000,000; 


        (l)    any
investment (or portion thereof) made with Equity Interests of the Company not constituting Mandatorily Redeemable Equity; and 


        (m)  any
investments not otherwise permitted by any of the foregoing clauses, provided that the aggregate amount of Permitted
Payments declared or paid does not exceed the Equity/Income Basket during the Mandatory Reduction Period and the Payments Basket thereafter. 


Nothing
contained in the foregoing is intended to restrict the Company and its Subsidiaries from purchasing any assets other than those expressly prohibited above or from making any capital
expenditures. 


        Section 5.14.  Further Assurances Regarding Collateral and Guaranty Requirement. Each Loan Party will execute and deliver any and
all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages,
deeds of trust and other documents), that may be required under any applicable law, or that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and
Guaranty Requirement to be and remain satisfied, all at the Borrower's expense. The Company and the Borrower will provide to the Administrative Agent, from time to time upon request,
evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Collateral Documents. 


        Section 5.15. Borrower A Holding Company. The Borrower shall not engage in any business activities other than those engaged in or
substantially similar to those engaged in as of the Closing Date as an intermediate holding company of Subsidiaries, including, without limitation, treasury, accounting, financing, investment, cash
management and overhead management for it and its Consolidated Subsidiaries, and activities reasonably related thereto or necessary or desirable to perform the obligations and agreements of the
Borrower under the Loan Documents. 


Article 6

Defaults  


        Section 6.01. Events of Default. If one or more of the following events shall have occurred and be
continuing: 


        (a)   any
principal of any Loan shall not be paid when due, or any interest, any fees or any other amount payable hereunder shall not be paid within five days of the due date
thereof; 


        (b)   any
Loan Party shall fail to observe or perform any covenant contained in Section 5.01(d) or Sections 5.06 to 5.13, inclusive; 



        (c)   any
Loan Party shall fail to observe or perform any covenant or agreement contained in any Loan Document (other than those covered by clause (a) or
(b) above) for 30 days after the earlier of a senior officer's knowledge of such failure or written notice thereof has been given to the Company by the Administrative Agent at the
request of any Lender; 


        (d)   any
representation, warranty, certification or statement made by any Loan Party in any Loan Document or in any certificate, financial statement or other document
delivered pursuant thereto shall prove to have been incorrect in any material respect when made (or deemed made); 


38





 



        (e)   the
Company or any Subsidiary shall fail to make any payment or payments, in the aggregate in excess of $100,000,000, in respect of any Material Debt when due or within
any applicable grace period; 


        (f)    any
event or condition shall occur which results in the acceleration of the maturity of any Material Debt; 



        (g)   the
Company or any Loan Party or any Significant Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to
authorize or otherwise acquiesce in any of the foregoing; 


        (h)   an
involuntary case or other proceeding shall be commenced against the Company or any Loan Party or any Significant Subsidiary seeking liquidation, reorganization or
other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order
for relief shall be entered against the Company or any Loan Party or any Significant Subsidiary under the federal bankruptcy laws as now or hereafter in effect; 



        (i)    any
member of the ERISA Group shall fail to pay when due an amount or amounts aggregating in excess of $100,000,000 which it shall have become liable to pay under
Title IV of ERISA; or notice of intent to terminate a Material Plan shall be filed under Title IV of ERISA by any member of the ERISA Group, any plan administrator or any combination of
the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or
to cause a trustee to be appointed to administer any Material Plan; or a condition specified in Section 4042(a) of ERISA shall exist by reason of which the PBGC would be entitled to
obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of
Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the ERISA Group to incur a current payment obligation in excess of
$100,000,000; 


        (j)    a
judgment or order for the payment of money in excess of $100,000,000 shall be rendered against the Company or any Subsidiary and such judgment or order shall be
enforceable and shall continue unsatisfied, in effect and unstayed for a period of 60 days (or such longer period of time after which the judgment holder may cause the creation of Liens against
or seizure of any property of the Company or such Subsidiary) (it being understood that in any event an administrative order of a public utility commission shall not constitute an "order" for purposes
of this clause (j) so long as (x) no one is seeking to enforce such order in an action, suit or proceeding before a court and (y) reserves in the full amount of the cost of
such order are maintained on the books of the Company and its Subsidiaries); 


        (k)   the
Guarantor shall repudiate in writing any of its obligations under Article 9 or any such obligation shall be unenforceable against the Guarantor in accordance
with its terms, or the Company or any of its Subsidiaries shall so assert in writing; or 


        (l)    any
Lien purported to be created under any Collateral Document shall cease to be, or shall be asserted by the Company or any of its Subsidiaries not to be, a valid and
perfected Lien on any Collateral, with the priority required by the applicable Collateral Document, except (i) as a result of a 


39





 



sale
or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents, (ii) as a result of the Administrative Agent's failure to maintain possession of any
stock certificates, promissory notes or other documents delivered to it under the Security and Pledge Agreement or (iii) as a result of the operation of Section 2(k) of the
Security and Pledge Agreement, so long as the Borrower shall have complied with its obligations thereunder; 


then,
and in every such event, the Administrative Agent shall (i) if requested by Lenders having more than 50% in aggregate amount of the Aggregate Commitments, by notice to the Company
terminate the Commitments and the Commitments and such obligations shall thereupon terminate, and/or (ii) if requested by Lenders holding more than 50% in aggregate principal amount of the
Loans, by notice to the Company declare the Loans (together with accrued interest thereon) to be, and the Loans shall thereupon become, immediately due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Company and the Borrower; provided that in the case of any of the Events of Default
specified in clause (g) or (h) above with respect to the Company or the Borrower, without any notice to the Company or the Borrower or any other act by the Administrative Agent or
the Lenders, the Commitments shall thereupon automatically terminate and the Loans (together with accrued interest thereon) shall become immediately due and payable without presentment, demand,
protest or other notice of any kind, all of which are hereby waived by the Company and the Borrower. 


        Section 6.02. Notice of Default. The Administrative Agent shall give notice to the Company under
Section 6.01(c) promptly upon being requested to do so by any Lender and shall thereupon notify all the Lenders thereof. 


ARTICLE 7

The Administrative Agent  


        Section 7.01. Appointment and Authorization. Each Lender irrevocably appoints and authorizes the
Administrative Agent to take such action (including without limitation entering into the Security and Pledge Agreement) as administrative agent on its behalf and to exercise such powers under the Loan
Documents as are delegated to the Administrative Agent by the terms thereof, together with all such powers as are reasonably incidental thereto. 


        Section 7.02. Administrative Agent and Affiliates. Bank of America, N.A., and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the
Company, the Borrower or any Subsidiary or Affiliate of the Company or the Borrower (each, a "Qwest Entity") as though Bank of America, N.A., were not
the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America, N.A., or its Affiliates may receive
information regarding any Qwest Entity (including information that may be subject to confidentiality obligations in favor of such Qwest Entity) and acknowledge that the Administrative Agent shall be
under no obligation to provide such information to them. With respect to its Loans, Bank of America, N.A., shall have the same rights and powers under this Agreement as any other Lender and may
exercise such rights and powers as though it were not the Administrative Agent, and the terms "Lender" and "Lenders" include Bank of America, N.A. in its individual capacity. 


        Section 7.03. Action by Administrative Agent. The obligations of the Administrative Agent under the Loan Documents are only those
expressly set forth therein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any action with respect to any Default, except as expressly
provided in the Loan Documents. The Administrative Agent shall not have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement 


40





 



or
otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in any Loan Document with reference to the Administrative
Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market
custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. 


        Section 7.04. Consultation with Experts. The Administrative Agent may consult with legal counsel (who may be counsel for the
Company or the Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. 



        Section 7.05. Delegation of Duties. The Administrative Agent may execute any of its duties under the Loan Documents by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct. 


        Section 7.06. Liability of Administrative Agent. Neither the Administrative Agent nor any of its Affiliates nor any of their
respective directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection with any Loan Document (i) with the consent or at the request of the
Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct. Neither the Administrative Agent nor any of its Affiliates nor any of their respective directors,
officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any Loan Party; (iii) the satisfaction of any condition specified in
Article 3, except receipt of items required to be delivered to the Administrative Agent; (iv) the existence or sufficiency of the Collateral; or (v) the validity, effectiveness or
genuineness of any Loan Document or any other instrument or writing furnished in connection therewith. None of the Administrative Agent, its Affiliates and their respective directors, officers, agents
and employees shall be under any obligation to any Lender or participant to inspect the properties, books or records of any Qwest Entity. The Administrative Agent shall not incur any liability by
acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper
party or parties. 


        Section 7.07. Indemnification. Each Lender shall, ratably in accordance with its Commitment, indemnify the Administrative Agent,
its Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Loan Parties) against any cost, expense (including reasonable counsel fees and
disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection
with the Loan Documents or any action taken or omitted by such indemnitees thereunder. No action taken with the consent or at the request of the Required Lenders shall be deemed to constitute gross
negligence or willful misconduct for purposes of this Section. 


        Section 7.08. Credit Decision; Disclosure of Information by Administrative Agent. Each Lender acknowledges that no Administrative
Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of
the affairs of any Qwest Entity, shall be deemed to constitute any representation or warranty by the Administrative Agent or any other Person to any Lender as to any matter, including whether
Administrative Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon
any Administrative Agent-Related Person and based on 


41





 



such
documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and
creditworthiness of the Qwest Entities, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to
extend credit hereunder. Each Lender also represents that it will, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigations as it deems
necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Qwest Entities. Except for the notices, reports and other
documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Qwest Entities which may come into the possession of any
Administrative Agent-Related Person. 


        Section 7.09. Successor Administrative Agent. The Administrative Agent may resign at any time by giving notice thereof to the
Lenders and the Company. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent (with the consent of the Company, such consent not to be
unreasonably withheld). If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring
Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent (with the consent of the Company, such
consent not to be unreasonably withheld), which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital
and surplus of at least $400,000,000. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder.
After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent. If no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative
Agent's notice of resignation, the retiring Administrative Agent's resignation shall at its election nevertheless thereupon become effective and the Lenders shall perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided above. The Administrative Agent, if it so elects, may resign as administrative
agent but not collateral
agent or vice versa, and if it so elects, then the provisions of this Section and the rest of this Article shall apply separately to each of those separate capacities of the
Administrative Agent. 


        Section 7.10. Administrative Agent's Fee. The Company shall pay to the Administrative Agent for its own account fees in the amounts
and at the times previously agreed upon between the Company and the Administrative Agent. 


ARTICLE 8

Changes In Circumstances  


        Section 8.01. Basis for Determining Interest Rate Inadequate or Unfair. If on or prior to the first day of
any Interest Period for any Euro-Dollar Loan: 


        (a)   the
Administrative Agent determines (which determination will be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the
Adjusted London Interbank Offered Rate for such Interest Period, or 


42







   
        (b)   in the case of Euro-Dollar Loans, Lenders having 50% or more of the aggregate amount of the Euro-Dollar Loans advise the Administrative Agent
that the Adjusted London Interbank Offered Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their Euro-Dollar Loans
for such Interest Period, 


the
Administrative Agent shall forthwith give notice thereof to the Company and the Lenders, whereupon until the Administrative Agent notifies the Company that the circumstances giving rise to such
suspension no longer exist, (i) the obligations of the Lenders to make Euro-Dollar Loans or to convert outstanding Loans into Euro-Dollar Loans shall be suspended and
(ii) each outstanding Euro-Dollar Loan shall be converted into a Domestic Loan on the last day of the then current Interest Period applicable thereto. Unless the Borrower notifies
the Administrative Agent at least two Domestic Business Days before the date of any Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given that it elects not to
borrow on such date, such Borrowing shall instead be made as a Domestic Borrowing. 



        Section 8.02. Illegality. If, on or after the date of this Agreement, the adoption of any applicable law, rule or regulation, or
any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its Euro-Dollar Lending Office) with any request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency shall make it unlawful or impossible for any Lender (or its Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar
Loans and such Lender shall so notify the Administrative Agent, the Administrative Agent shall forthwith give notice thereof to the other Lenders and the Company, whereupon until such Lender notifies
the Company and the Administrative Agent that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make Euro-Dollar Loans, or to convert
outstanding Loans into Euro-Dollar Loans, shall be suspended. Before giving any notice to the Administrative Agent pursuant to this Section, such Lender shall designate a different
Euro-Dollar Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such
notice is given, each Euro-Dollar Loan of such Lender then outstanding shall be converted to a Domestic Loan either (a) on the last day of the then current Interest Period
applicable to such Euro-Dollar Loan if such Lender may lawfully continue to maintain and fund such Loan to such day or (b) immediately if such Lender shall determine that it may not
lawfully continue to maintain and fund such Loan to such day. 


        Section 8.03. Increased Cost and Reduced Return. (a) If on or after the date hereof, the adoption of any applicable law,
rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of
the Federal Reserve System with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance
assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its
Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or
its obligation to make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any
Euro-Dollar Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect
thereto, by an amount deemed by such Lender to be material, then, within 15 days 


43





 



after
demand by such Lender (with a copy to the Administrative Agent), the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or
reduction. 


        (b)   If
any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any
such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could
have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from
time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Company shall pay to such Lender such additional amount or amounts as will compensate
such Lender (or its Parent) for such reduction. 


        (c)   Each
Lender will promptly notify the Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle
such Lender to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such bank. A certificate of any Lender claiming compensation under this Section and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution
methods. 


        Section 8.04. Taxes. (a) Any and all payments by any Loan Party to or for the account of any Lender or the Administrative
Agent under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, (x) in the case of each Lender and the Administrative Agent, taxes imposed on its income or profits,
and franchise taxes imposed on it, by the jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or any political subdivision thereof,
(y) in the case of each Lender, taxes imposed on its income or profits, and franchise or similar taxes imposed on it, by the jurisdiction of such Lender's Applicable Lending Office or any
political subdivision thereof, taxes that are imposed by any jurisdiction by reason of such Lender doing or having done business in such jurisdiction other than solely as a result of the Loan
Documents or any transaction contemplated thereby, and (z) in the case of each Lender and the Administrative Agent, any branch profits taxes imposed by the United States or any similar tax
imposed by any other jurisdiction in which such Lender or the Administrative Agent is organized or in which its Applicable Lending Office is located or any political subdivision thereof (all such
non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). If
any Loan Party shall be required by law to deduct any Taxes from or in respect of any sum payable under any Loan Document to any Lender or the Administrative Agent, (i) the sum payable shall be
increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 8.04) such Lender or the Administrative Agent
(as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Person shall make such deductions, (iii) such Person shall pay
the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law, and (iv) such Person shall furnish to the Administrative Agent, at its address
referred to in Section 10.01, the original or a certified copy of a receipt evidencing payment thereof. 


44





 

        (b)   In
addition, each Loan Party agrees to pay any present or future stamp or documentary taxes and any other excise or property taxes, or charges or similar levies which
arise from any payment made under any Loan Document or from the execution or delivery of, or otherwise with respect to, any Loan Document (hereinafter referred to as "Other
Taxes"). 


        (c)   Each
Loan Party agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 8.04) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto; provided that the indemnification obligation under this
Section 8.04(c) shall be only with respect to Taxes, Other Taxes and liabilities related to payments made by a Loan Party under any Loan Document. This indemnification shall be made within
15 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor. 


        (d)   Each
Lender organized under the laws of a jurisdiction outside the United States, on or prior to the date of its execution and delivery of this Agreement in the case of
each Lender listed on the signature pages hereof, on or prior to the date on which it becomes a Lender in the case of each other Lender, on or prior to the date on which any such Lender grants
any participating interest pursuant to Section 10.06 or otherwise ceases to act for its own account with respect to any portion of any sums payable to it under this Agreement, and from time to
time thereafter if requested in writing by the Company (but only so long as such Lender remains lawfully able to do so), shall provide the Company with Internal Revenue Service
form W-8BEN, W-8ECI and/or W-8IMY, as appropriate, or any successor form prescribed by the Internal Revenue Service (together with any form, documentation or
information such Lender is required or chooses to transmit with any such forms), certifying that such Lender is entitled to benefits under an income tax treaty to which the United States is a party
which reduces the rate of withholding tax on payments of interest or certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business
in the United States and/or certifying as provided on Form W-8IMY. If the form provided by a Lender at the time such Lender first becomes a party to this Agreement indicates a
United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from "Taxes" as defined in Section 8.04(a) imposed by the United
States. 


        (e)   For
any period with respect to which a Lender has failed to provide the Company with the appropriate form pursuant to Section 8.04(d) (unless such failure is due
to a change in treaty, law or regulation occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification under
Section 8.04(c) with respect to Taxes imposed by the United States; provided, however,
that should a Lender, which is otherwise exempt from or subject to a reduced rate of withholding tax, become subject to Taxes because of its failure to deliver a form required hereunder, the Company
shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes. 


        (f)    If
any Loan Party is required to pay additional amounts to or for the account of any Lender pursuant to this Section 8.04, then such Lender will change the
jurisdiction of its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change, in the judgment of such Lender, is not otherwise
disadvantageous to such Lender. 


        Section 8.05. Domestic Loans Substituted for Affected Euro-Dollar Loans. If (i) the obligation of any Lender to
make Euro-Dollar Loans to the Borrower has been suspended pursuant to Section 8.02 or (ii) any Lender has demanded compensation under Section 8.03 with respect to its
Euro-Dollar Loans and the Borrower shall, by at least five Euro-Dollar Business Days' prior notice to such Lender through the Administrative Agent, have elected that the
provisions of this Section shall apply to such Lender, 


45






 



then,
unless and until such Lender notifies the Company that the circumstances giving rise to such suspension or demand for compensation no longer exist: 


        (a)   all
Loans which would otherwise be made by such Lender as (or continued as or converted into) Euro-Dollar Loans shall instead be Domestic Loans (on which
interest and principal shall be payable contemporaneously with the related Euro-Dollar Loans of the other Lenders), and 



        (b)   after
each of its Euro-Dollar Loans has been repaid (or converted to a Domestic Loan), all payments of principal which would otherwise be applied to repay
such Euro-Dollar Loans shall be applied to repay its Domestic Loans instead. 


If
such Lender notifies the Borrower that the circumstances giving rise to such notice no longer apply, the principal amount of each such Domestic Loan shall be converted into a
Euro-Dollar Loan on the first day of the next succeeding Interest Period applicable to the related Euro-Dollar Loans of the other Lenders. 


        Section 8.06. Substitution of Lender. If (i) the obligation of any Lender to make Euro-Dollar Loans has been
suspended pursuant to Section 8.02, (ii) any Lender has demanded compensation under Section 8.03 or (iii) any Lender has not signed an amendment or waiver which must be
signed by all the Lenders to become effective, and such amendment or waiver has been signed by the Super-Majority Lenders, the Company shall have the right, with the assistance of the Administrative
Agent, to seek a mutually satisfactory substitute bank or banks (which may be one or more of the Lenders) to purchase the Loans (by paying to such Lender the principal amount of such Loans, together
with accrued interest thereon and any other amounts payable to such Lender hereunder) and assume the Commitment of such Lender. 


Article 9

Guaranty  


        Section 9.01. The Guaranty. The Guarantor hereby unconditionally guarantees the full and punctual payment
(whether at stated maturity, upon acceleration or otherwise) of the Guaranteed Obligations. Upon failure by the Borrower to pay or perform punctually any Guaranteed Obligation, the Guarantor shall
forthwith on demand pay or perform such Guaranteed Obligation in the manner specified in the relevant Loan Document. 


        Section 9.02. Guaranty Unconditional. The obligations of the Guarantor hereunder shall be unconditional, irrevocable and absolute
and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: 



        (i)    any
extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Loan Party under any Loan Document, by operation of law or
otherwise; 


        (ii)   any
modification or amendment of or supplement to any Loan Document; 


        (iii)  any
release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of any other Loan Party under any Loan
Document; 


        (iv)  any
change in the corporate existence, structure or ownership of any other Loan Party or any insolvency, bankruptcy, reorganization or other similar proceeding
affecting any other Loan Party or any of its assets or any resulting release or discharge of any obligation of any other Loan Party contained in any Loan Document; 


        (v)   the
existence of any claim, set-off or other rights which the Guarantor may have at any time against any other Loan Party, the Administrative Agent, any
Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of
any such claim by separate suit or compulsory counterclaim; 



46





 




        (vi)  any
invalidity or unenforceability relating to or against any other Loan Party for any reason of any Loan Document, or any provision of applicable law or regulation
purporting to prohibit the payment by any other Loan Party of the principal of or interest on any Loan or any other amount payable by it under the Loan Document; or 



        (vii) any
other act or omission to act or delay of any kind by any other Loan Party, the Administrative Agent, any Lender or any other Person or any other circumstance
whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the Guarantor's obligations hereunder. 




        Section 9.03. Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances. The Guarantor's obligations hereunder
shall remain in full force and effect until the Commitments shall have terminated and the principal of and interest on the Loans and all other amounts payable by the Borrower under the Loan Documents
shall have been indefeasibly paid in full. If at any time any payment of the principal of or interest on any Loan or any other amount payable by the Borrower under the Loan Documents is rescinded or
must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor's obligations hereunder with respect to such payment shall be
reinstated at such time as though such payment had been due but not made at such time. 


        Section 9.04. Waiver by the Guarantor. The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any
notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any other Loan Party or any other Person. 



        Section 9.05. Subrogation. The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or
otherwise, upon making any payment hereunder to be subrogated to the rights of the payee against the Borrower with respect to such payment or against any direct or indirect security therefor, or
otherwise to be reimbursed, indemnified or exonerated by or for the account of the Borrower in respect thereof until (i) the Commitments shall have terminated and (ii) all Loans and all
other obligations under this Agreement and the other Loan Documents have been paid in full in cash. 


        Section 9.06.
Stay of Acceleration. In the event that acceleration of the time for payment of any amount payable by the Borrower
under the Loan Documents is stayed upon insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless
be payable by the Guarantor hereunder forthwith on demand by the Administrative Agent made at the request of the Required Lenders. 


ARTICLE 10

Miscellaneous  


        Section 10.01. Notices. All notices, requests and other communications to any party hereunder shall be in
writing (including bank wire, telex, facsimile transmission or similar writing) and shall be given to such party: (x) in the case of any Loan Party hereto or the Administrative Agent, at its
address or facsimile number set forth on the signature pages hereof, (y) in the case of any Lender, at its address or facsimile number set forth in its Administrative Questionnaire or
(z) in the case of any party, such other address or facsimile number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the Company. Each such notice,
request or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as
aforesaid, (ii) if given by facsimile transmission, when such facsimile is transmitted to the facsimile number specified pursuant to this Section 10.01 and telephonic confirmation of
receipt thereof is received, or (iii) if given by any other means, when delivered at the address specified in this Section; provided that notices
to the Administrative Agent under Article 2 or Article 8 shall not be effective until received. 


47





 



        Section 10.02. No Waivers. No failure or delay by the Administrative Agent or any Lender in exercising any right, power or
privilege under any Loan Document shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies provided in the Loan Document shall be cumulative and not exclusive of any rights or remedies provided by law. 


        Section 10.03. Expenses; Indemnification. (a) The Borrower shall pay (i) all reasonable
out-of-pocket expenses of the Administrative Agent, including reasonable fees and disbursements of special counsel for the Administrative Agent, in connection with the
preparation and administration of the Loan Documents, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs,
all out-of-pocket expenses incurred by the Administrative Agent and each Lender, including reasonable fees and disbursements of counsel, in connection with such Event of
Default and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. 


        (b)   The
Borrower agrees to indemnify each Administrative Agent-Related Person and each Lender, their respective Affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or
judicial proceeding (whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of the Loan Documents or any actual or proposed use of
proceeds of Loans hereunder; provided that (i) no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee's own gross
negligence or willful misconduct as determined by a court of competent jurisdiction and (ii) the Company shall not be liable for any settlement entered into by an Indemnitee without its consent
(which shall not be unreasonably withheld). 


        (c)   Each
Indemnitee agrees to give the Company prompt written notice after it receives any notice of the commencement of any action, suit or proceeding for which such
Indemnitee may wish to claim indemnification pursuant to subsection (b). The Company shall have the right, exercisable by giving written notice within fifteen Domestic Business Days after the
receipt of notice from such Indemnitee of such commencement, to assume, at the Company's expense, the defense of any such action, suit or proceeding;  provided, that such Indemnitee shall have the right
to employ separate counsel in any such action, suit or proceeding and to participate in the defense
thereof, but the fees and expenses of such separate counsel shall be at such Indemnitee's expense unless (1) the Company shall have agreed to pay such fees and expenses; (2) the Company
shall have failed to assume the defense of such action, suit or proceeding or shall have failed to employ counsel reasonably satisfactory to such Indemnitee in any such action, suit or proceeding; or
(3) such Indemnitee shall have been advised by independent counsel in writing (with a copy to the Company) that there may be one or more defenses available to such Indemnitee which are in
conflict with those available to the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the Company's expense, the Company shall be
obligated to assume the expense, it being understood, however, that the Company shall not be liable for the fees or expenses of more than one separate firm of attorneys, which firm shall be designated
in writing by such Indemnitee). 


        Section 10.04. Sharing of Set-offs. Each Lender agrees that if it shall, by exercising any right of set-off
or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Note held by it which is greater than the proportion
received by any other Lender in respect of the aggregate amount of principal and interest due with respect to any Note held by such other Lender, the Lender receiving such proportionately
greater payment shall purchase such participations in the Notes held by the other Lenders, and such other adjustments shall be made, as may be required so that all such payments of principal and
interest with 


48





 



respect
to the Notes held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall impair the right of
any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its
indebtedness hereunder. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the
foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct
creditor of the Borrower in the amount of such participation. 


        Section 10.05. Amendments and Waivers. (a) Any provision of this Agreement or the Notes may be amended or waived if, but
only if, such amendment or waiver is in writing and is signed by the Company, the Borrower and the Required Lenders (and, if the rights or duties of the Administrative Agent are affected thereby, by
the Administrative Agent); provided that no such amendment or waiver shall, unless signed by each affected Lender, (i) increase or decrease the
Commitment of any Lender (except for a ratable decrease in the Commitments of all Lenders) or subject any Lender to any additional obligation (it being understood that an increase or decrease pursuant
to Section 8.06 or 10.06 shall not constitute an amendment or waiver for this purpose), (ii) reduce the principal of or rate of interest on any Loan or any fees hereunder,
(iii) postpone the date fixed for any payment of principal of or interest on any Loan or any fees hereunder or for any reduction or termination of any Commitment and (iv) amend or waive
the provisions of Article 9; and provided further that 



        (i)    no
such amendment or waiver shall, unless signed by all the Lenders, change the percentage of the Commitments or of the Total Exposure, or the number of Lenders, which
shall be required for the Lenders or any of them to take any action under this Section or any other provision of this Agreement; 



        (ii)   no
such amendment or waiver shall, unless signed by the Required Revolver Banks, alter any condition to a Revolver Borrowing set forth in Section 3.03; 


        (iii)  subject
to clause (i) of this proviso, any waiver, amendment or modification of this Agreement that by its terms expressly modifies the rights or duties
under this Agreement of the Lenders of any tranche but not the Lenders of any other tranche may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite
percentage in interest of the Lenders of the affected
tranche that would be required to consent thereto under this Section if the Lenders of such tranche were the only Lenders hereunder at the time; and 



        (iv)  no
such amendment or waiver shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document. 




For
avoidance of doubt, neither the increase of Commitments pursuant to Section 2.15(a) nor the addition of Term Loans pursuant to Section 2.15(b) shall require the consent or agreement
of any Lender other than the financial institutions agreeing to provide such additional Commitments or Term Loans 



        (b)   Any
provision of any Collateral Document may be amended or waived if, but only if, such amendment or waiver is entered into in accordance with the terms thereof. 


        Section 10.06. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns, except that no Loan Party may assign or otherwise transfer any of its rights under this Agreement without the prior written consent
of all Lenders. 


49







   
        (b)   Any Lender may at any time grant to one or more banks or other institutions (each a "Participant") participating
interests in its Commitment or any or all of its Loans. In the event of any such grant by a Lender of a participating interest to a Participant, such Lender shall remain responsible for the
performance of its obligations hereunder, and the Loan Parties and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a participating interest shall provide that such Lender shall retain the sole right and responsibility to
enforce the obligations of the Loan Parties hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement;  provided that such
participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement
described in clause (i), (ii) or (iii) of the first proviso to Section 10.05 without the consent of the Participant. The Borrower agrees that each Participant shall, to the
extent provided in its participation agreement and subject to subsection (e) below, be entitled to the benefits of Article 8 with respect to its participating interest. An
assignment or other transfer which is not permitted by subsection (c) or (d) below but which is consented to in accordance with this subsection (b) shall be given
effect for purposes of this Agreement only to the extent of a participating interest granted in accordance with this subsection (b). 


        (c)   Any
Lender may at any time assign to one or more banks or other institutions (each an "Assignee") all or any portion of
its rights and obligations under this Agreement and any Notes, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement in substantially the form
of Exhibit E hereto executed by such Assignee and such transferor Lender, with (and subject to) the subscribed consent of the Company and the Administrative Agent, which consents shall not be
unreasonably withheld or delayed (it being understood that it shall not be unreasonable for the Company to withhold its consent to an assignment of a Commitment or Revolver Loans to a hedge fund);  provided that (i) if an Assignee is a Lender Affiliate or is another Lender, no such consent shall be required; (ii) any assignment of a
Commitment or Revolver Loan shall be in a minimum amount of $5,000,000 (or shall be an assignment of all of the assignor's Commitment and Revolver Loans; (iii) any assignment of Term Loans
shall be in a minimum amount of $1,000,000 (or shall be an assignment of all of the assignor's Term Loans); and (iv) any consent of the Company otherwise required under this
subsection shall not be required if an Event of Default has occurred and is continuing. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of
an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be a Lender party to this Agreement and shall have all the rights and obligations of
a Lender with a Commitment as set forth in such instrument of assumption, and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent
or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make
appropriate arrangements so that, if required, a new Note is issued to the Assignee. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an
administrative fee for processing such assignment in the amount of $3,500. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to
the Company and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 8.04. 


        (d)   Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and its Notes to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal Reserve Lender; provided that no such pledge or assignment shall release
the transferor Lender from its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. In the case of any Lender that is a fund that invests in bank loans,
such Lender may, without the consent of the Borrower or the Administrative Agent, assign or pledge all or any portion of its rights under this Agreement, including the Loans and 


50





 



Notes
or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued,
by such fund, as security for such obligations or securities; provided that any foreclosure or similar action by such trustee or representative shall be
subject to the provisions of this Section 10.06(d) concerning assignments. 



        (e)   No
Assignee, Participant or other transferee of any Lender's rights shall be entitled to receive any greater payment under Section 8.03 or 8.04 than such Lender
would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Company's prior written consent or by reason of the provisions of Section 8.02,
8.03 or 8.04 requiring such Lender to designate a different Applicable Lending Office under certain circumstances or at a time when the circumstances giving rise to such greater payment did not exist. 


        (f)    Notwithstanding
anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special
purpose funding vehicle (an "SPC") of such Granting Lender, identified as such in writing from time to time by the Granting Lender to the Administrative
Agent and the Company, the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make hereunder,  provided that (i) nothing herein shall constitute
a commitment to make any Loan by any SPC and (ii) if an SPC elects not to exercise such
option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by the Granting Lender. Each party hereto agrees that no SPC shall be liable for any payment under this
Agreement for which a Lender would otherwise be liable, for so long as, and to the extent, the related Granting Lender makes such payment. In furtherance of the foregoing, each party hereto hereby
agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of any SPC, it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything to the contrary contained in this Section 10.06, any SPC may (i) with notice to, but without the prior written consent of, the Company or the
Administrative Agent and without paying any processing fee therefor, assign all or portion of its interests in any Loans to its Granting Lender or to any financial institutions (if consented to by the
Company and the Administrative Agent) providing liquidity and/or credit facilities to or for the account of such SPC to fund the Loans made by such SPC or to support the securities (if any) issued by
such SPC to fund such Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of a
surety, guarantee or credit or liquidity enhancement to such SPC. 


        Section 10.07. Governing Law; Submission to Jurisdiction. This Agreement and each Note shall be governed by and construed in
accordance with the laws of the State of New York. Each Loan Party party hereto hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New
York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to the Loan Documents or the transactions contemplated thereby, and
irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim
that any such proceeding brought in such a court has been brought in an inconvenient forum. 


        Section 10.08. Counterparts; Integration. This Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement and understanding among the parties hereto and
supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. 


51





 



        Section 10.09. WAIVER OF JURY TRIAL. EACH OF THE LOAN PARTIES PARTY HERETO, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY
IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. 


        Section 10.10. Confidentiality. Each of the Administrative Agent and the Lenders agrees to use its reasonable best efforts to keep
confidential any information delivered or made available by or on behalf of the Loan Parties to it (including without limitation any information obtained through any financial advisor);  provided that
nothing herein shall prevent the Administrative Agent or any Lender from disclosing such information (i) to the Administrative
Agent or any other Lender in connection with the transactions contemplated hereby, (ii) to its officers, directors, employees, agents, attorneys and accountants who have a need to know such
information in accordance with customary banking practices and who receive such information having been made aware of the restrictions set forth in this Section, (iii) upon the order of any
court or administrative agency, (iv) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (v) which has been publicly disclosed (by a
Person other than such Administrative Agent or Lender), (vi) which has been obtained from any Person other than the Company and its Subsidiaries,  provided that such Person is not (x) known to
it to be bound by a confidentiality agreement with the Company or its Subsidiaries or any other
obligation not to disclose or (y) known to it to be otherwise prohibited from transmitting the information to it by a contractual, legal or fiduciary obligation, (vii) in connection with
the exercise of any remedy under the Loan Documents, or (viii) to any actual or proposed participant or assignee of all or any of its rights hereunder, or to any actual or proposed counterparty
to any swap, hedge or similar account relating to the Loans which, in each case, has agreed in writing to be bound by the provisions of this Section. No party to this Agreement intends to treat the
Loans and related transactions as being a "reportable transaction" (within the meaning of Treasury Regulation section 1.6011-4). 


        Section 10.11. No Reliance on Margin Stock. Each Lender represents to the Administrative Agent and each of the other Lenders that
it in good faith is not relying upon any Margin Stock as collateral in the extension or maintenance of the credit provided for in this Agreement. 


        Section 10.12. Co-Lead Arrangers, Joint Bookrunners, Co-Syndication Agents and Co-Documentation
Agents. No Person identified on the cover page of this Agreement as a co-lead arranger, joint bookrunner, co-syndication agent or
co-documentation agent shall have any right, power, obligation, liability, responsibility or duty under the Loan Documents in such capacity. 



        Section 10.13.  Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative
Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy, insolvency or other similar law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
set-off had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the
Administrative Agent,  plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect. 


        Section 10.14. USA Patriot Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the 


52





 



USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies the Loan Parties, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent,
as applicable, to identify such Loan Party in accordance with the Act. 


53








        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. 



	

 	
 	

QWEST SERVICES CORPORATION
	

 	
 	

By:	
 	

/s/  OREN SHAFFER      
 Name: Oren Shaffer

Title: Vice Chairman and Chief Financial Officer
	

 	
 	

1801 California Street

Denver, CO 80202

Attn: Chief Financial Officer

Fax: (303) 296-4920
	

 	
 	

with a copy to:
	

 	
 	

1801 California Street

Denver, CO 80202

Attn: General Counsel

Fax: (303) 296-5974
	

 	
 	

QWEST COMMUNICATIONS INTERNATIONAL INC.
	

 	
 	

By:	
 	

/s/  OREN SHAFFER      
 Name: Oren Shaffer

Title: Vice Chairman and Chief Financial Officer
	

 	
 	

1801 California Street

Denver, CO 80202

Attn: Chief Financial Officer

Fax: (303) 296-4920
	

 	
 	

with a copy to:
	

 	
 	

1801 California Street

Denver, CO 80202

Attn: General Counsel

Fax: (303) 296-5974
	

 	
 	

website: www.qwest.com
	 	 	 	 	 








	

 	
 	

BANK OF AMERICA, N.A., as Administrative Agent
	

 	
 	

By:	
 	

/s/  MICKEY MCLEAN      
 Name: Mickey McLean

Title: Vice President
	

 	
 	

Bank of America, N.A.

TX1-492-14-11

901 Main Street, 14th Floor

Dallas, TX 75202-3714

Attn: Mickey McLean

Fax: (214) 290-9508
	

 	
 	

BANK OF AMERICA, N.A.
	

 	
 	

By:	
 	

/s/  RICHARD PECK      
 Name: Richard Peck

Title: Principal
	

 	
 	

JPMORGAN CHASE BANK
	

 	
 	

By:	
 	

/s/  PETER B. THAUER      
 Name: Peter B. Thauer

Title: Vice President
	

 	
 	

WACHOVIA BANK, N.A.
	

 	
 	

By:	
 	

/s/  MICHAEL E. MCDUFFIE      
 Name: Michael E. McDuffie

Title: Vice President
	

 	
 	

CREDIT SUISSE FIRST BOSTON, Acting Through Its Cayman Islands Branch
	

 	
 	

By:	
 	

/s/  SOVONNA DAY-GOINS      
 Name: Sovonna Day-Goins

Title: Director
	

 	
 	

By:	
 	

/s/  CASSANDRA DROOGAN      
 Name: Cassandra Droogan

Title: Associate
	 	 	 	 	 








	

 	
 	

LEHMAN COMMERCIAL PAPER INC.
	

 	
 	

By:	
 	

/s/  G. ROBERT BERZINS      
 Name: G. Robert Berzins

Title: Vice President
	

 	
 	

MERRILL LYNCH CAPITAL CORPORATION
	

 	
 	

By:	
 	

/s/  ANTHONY J. LAFAIRE      
 Name: Anthony J. Lafaire

Title: Director
	

 	
 	

UBS LOAN FINANCE LLC
	

 	
 	

By:	
 	

/s/  PATRICIA O'KICKI      
 Name: Patricia O'Kicki

Title: Director
	

 	
 	

By:	
 	

/s/  JOSELIN FERNANDES      
 Name: Joselin Fernandes

Title: Associate Director Banking Products Services, US
	

 	
 	

DEUTSCHE BANK TRUST COMPANY AMERICAS
	

 	
 	

By:	
 	

/s/  DAVID MAYHEW      
 Name: David Mayhew

Title: Director
	

 	
 	

GOLDMAN SACHS CREDIT PARTNERS L.P.
	

 	
 	

By:	
 	

/s/  STEPHEN KING      
 Name: Stephen King

Title: Authorized Signatory
	

 	
 	

MORGAN STANLEY SENIOR FUNDING, INC.
	

 	
 	

By:	
 	

/s/  JAAP L. TONCKENS      
 Name: Jaap L. Tonckens

Title: Vice President Morgan Stanley Senior Funding











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