Exhibit 4.1


 


QWEST SERVICES CORPORATION,


 


QWEST COMMUNICATIONS INTERNATIONAL INC.,


 


QWEST CAPITAL FUNDING, INC.


 


and


 


J.P. MORGAN TRUST COMPANY, N.A.,


 


as successor to


 


BANK ONE TRUST COMPANY, N.A.


 


as Trustee


 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of November 16, 2005


 





















 


FIRST SUPPLEMENTAL INDENTURE


 


FIRST SUPPLEMENTAL INDENTURE, dated as of November 16, 2005 (the “Supplemental
Indenture”), among QWEST SERVICES CORPORATION, a Colorado corporation (the “Company”
or “QSC”), QWEST COMMUNICATIONS INTERNATIONAL INC., a Delaware corporation (“QCII”),
QWEST CAPITAL FUNDING, INC. a Colorado corporation (“QCF” and, together with
QCII, the “Guarantors”) and J.P. MORGAN TRUST COMPANY, N.A., as successor to
BANK ONE TRUST COMPANY, N.A., as trustee (the “Trustee”).


 


WITNESSETH:


 


Whereas, the Company, the Guarantors and the Trustee previously entered into
an Indenture, dated as of December 26, 2002 (the “Indenture”), providing
for the issuance of the following series (each a “Series”) of notes: (i) the
Company’s 13.00% Senior Subordinated Secured Notes due 2007 (the “2007 Notes”),
(ii) the Company’s 13.50% Senior Subordinated Secured Notes due 2010 (the “2010
Notes”) and (iii) the Company’s 14.00% Senior Subordinated Secured Notes
due 2014 (the “2014 Notes” and, together with the 2007 Notes and the 2010
Notes, the “Notes”);


 


Whereas, Section 10.02 of the Indenture provides that modifications and
amendments to the Indenture, the Notes, the Note Guarantees or the Security
Documents may be made and one or more indentures supplemental to the Indenture
entered into by the Company, the Guarantors and the Trustee with the consent of
the holders (the “Holders”) as set forth in the Indenture;


 


Whereas, the Company undertook a cash tender offer and a consent solicitation
(together, the “Offer”) pursuant to an Offer to Purchase and Consent
Solicitation Statement, dated November 1, 2005 (the “Statement”), and a
Letter of Transmittal and Consent, offering a cash payment in exchange for the
Notes and requesting, among other things, that the Holders give their written
consent to implement the amendments to the Indenture set forth in this
Supplemental Indenture (the “Amendments”) and the Collateral Release (as
defined in the Statement);


 


Whereas, the Company has received through the Offer the valid consents of the
Holders of the required aggregate principal amount outstanding of the Notes
consenting to the Amendments and the Collateral Release;


 


Whereas, all conditions and requirements necessary to make this Supplemental
Indenture a valid, binding and legal instrument in accordance with the terms of
the Indenture have been performed and fulfilled and the execution and delivery
hereof have been in all respects duly authorized;


 


Whereas, the Company has requested that the Trustee execute and deliver this
Supplemental Indenture, and the Company has delivered to the Trustee a written
request from the Company to the Trustee requesting that the Trustee join with
the Company and the Guarantors in the execution of this Supplemental Indenture
accompanied by a board resolution of the Company authorizing the execution of
the Supplemental Indenture, an Officers’ Certificate of the Company and an
Opinion of Counsel of the Company’s counsel, both addressed to the Trustee, and
written evidence of the consents of Holders of the Notes to this Supplemental
Indenture, the Amendments and the Collateral Release; and


 


Whereas, pursuant to Section 10.02 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture;


 





















 


Now,
Therefore, for and in
consideration of the promises and the mutual covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
herein acknowledged, the Company, the Guarantors and the Trustee hereby agree
for the equal and ratable benefit of all holders of the Notes as follows:


 


ARTICLE I

GENERAL


 


Section 1.1                                               Definitions.  Capitalized
terms used herein and not otherwise defined herein shall have their respective
meanings as set forth in the Indenture.


 


ARTICLE II

AMENDMENTS


 


Section 2.1                                               Indenture Amendments.  The
Indenture is hereby amended, with respect to all Series of Notes, as
follows:


 


(a)                                              Sections 4.03, 4.04, 4.05, 4.06, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.16 of the Indenture are each amended
by deleting the text of each such section in its entirety and inserting in
lieu thereof “[intentionally omitted]”.


 


(b)                                             Section 5.01 of the Indenture is amended
by deleting the text thereof in its entirety and inserting in lieu thereof “[intentionally
omitted]”.


 


(c)                                              Section 6.01 of the Indenture is amended
by deleting the text of subsections (e), (f) and (j) in their entirety and
inserting in lieu thereof “[intentionally omitted]”.


 


(d)                                             Article XI of the Indenture is amended
by deleting the text of Article XI and all Sections thereof in their
entirety and inserting in lieu thereof “[intentionally omitted]”.


 


Section 2.2                                               Additional Amendments.  Any
definitions used exclusively in the provisions of the Indenture which have been
deleted pursuant to Section 2.1 hereof and which therefore no longer apply
to the Notes are hereby deleted in their entirety from the Notes and the
Indenture and shall no longer apply with respect to the Notes and all
references to paragraphs, sections, articles or other terms or provisions of
the Indenture which have been deleted pursuant to Section 2.1 hereof and
which therefore no longer apply to the Notes are hereby deleted in their
entirety from the Notes and from the Indenture and shall no longer apply to the
Notes. The Table of Contents of the Indenture is amended to conform to the
changes effected by this Supplemental Indenture.


 


Section 2.3                                               Collateral Release. 
Pursuant to Section 10.02 of the Indenture, with respect to all
series of Notes, the Collateral, and any Liens created pursuant to the
Indenture or the Security Documents, is hereby released and terminated in its
entirety with respect to the Notes. The Trustee will instruct the Collateral
Agents to release and terminate the Collateral and any Liens created pursuant to
the Indenture or the Security Documents and to terminate the QCII Pledge
Agreement and the QSC Security and Pledge Agreement and to execute and deliver
such instruments necessary or proper to effect or evidence such release and
termination and take such other actions to effect or evidence such termination
and release as the Trustee or the Company shall reasonably request.


 


2





















 


ARTICLE III

MISCELLANEOUS


 


Section 3.1                                               Effect of the Supplemental
Indenture.  This Supplemental Indenture supplements the
Indenture and shall be a part, and subject to all the terms, thereof. This
Supplemental Indenture will become effective upon execution by each party
hereto; provided, however, that: (i) Sections 2.1 and
2.2 of this Supplemental Indenture shall not become effective as amendments or
modifications to the Indenture for the Notes specified in such Sections until
the Company notifies the Trustee and Global Bondholder Services Corporation,
the Depositary for the Offer, that Notes representing at least a majority in
aggregate principal amount of outstanding Notes not owned by the Company or any
of its Affiliates validly tendered (and not validly withdrawn) pursuant to the
Offer have been accepted for purchase and (ii) Section 2.3 of this
Supplemental Indenture shall not become effective as an amendment or
modification to the Indenture for the Notes specified in such Section until
the Company notifies the Trustee and Global Bondholder Services Corporation,
the Depositary for the Offer, that Notes representing at least 662/3%
in aggregate principal amount of outstanding Notes not owned by the Company or
any of its Affiliates validly tendered (and not validly withdrawn) pursuant to
the Offer have been accepted for purchase. Except as expressly supplemented
hereby, the Indenture and the Notes issued thereunder shall continue in full
force and effect.


 


Section 3.2                                               Governing Law.  This
Supplemental Indenture shall be governed by, and construed in accordance with,
the laws of the State of New York, but without giving effect to applicable
principles of conflicts of law to the extent that the application of the laws
of another jurisdiction would be required thereby.


 


Section 3.3                                               References to Supplemental
Indenture.  Any and all notices, requests, certificates
and other instruments executed and delivered after the execution and delivery
of this Supplemental Indenture may refer to the Indenture without making
specific reference to this Supplemental Indenture, but nevertheless all such references
to the Indenture shall include this Supplemental Indenture unless the context
otherwise requires.


 


Section 3.4                                               Severability.  In
the event that any provisions of this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.


 


Section 3.5                                               Trust Indenture Act.  If
any provisions hereof limit, qualify or conflict with any provisions of the TIA
required under the TIA to be a part of and govern this Supplemental Indenture,
the provisions of the TIA shall control. 
If any provision hereof modifies or excludes any provision of the TIA
that pursuant to the TIA may be so modified or excluded, the provisions of the
TIA as modified or excluded hereby shall apply.


 


Section 3.6                                               Trustee Makes No
Representation.  The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture or its recitals or the
Amendments or the Collateral Release, all of which are made solely by the
Company and the Guarantors.


 


Section 3.7                                               Effect of Headings.  The section headings
herein are for convenience only and shall not effect the construction thereof.


 


3





















 


Section 3.8                                               Counterparts.  The
parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of them shall represent the same
agreement.


 


[SIGNATURE PAGE TO IMMEDIATELY FOLLOW]


 


4





















 


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


 


	
   

  	
  QWEST
  SERVICES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Janet K. Cooper

  	
   

  
	
   

  	
   

  	
  Name: Janet K. Cooper

  
	
   

  	
   

  	
  Title: Senior Vice President – Finance and

  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  QWEST
  COMMUNICATIONS INTERNATIONAL INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Janet K. Cooper

  	
   

  
	
   

  	
   

  	
  Name: Janet K. Cooper

  
	
   

  	
   

  	
  Title: Senior Vice President – Finance and

  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  QWEST
  CAPITAL FUNDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Janet K. Cooper

  	
   

  
	
   

  	
   

  	
  Name: Janet K. Cooper

  
	
   

  	
   

  	
  Title: Senior Vice President – Finance and

  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  J.P.
  MORGAN TRUST COMPANY, N.A., as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Sharon McGrath

  	
   

  
	
   

  	
   

  	
  Name: Sharon McGrath

  
	
   

  	
   

  	
  Title: Vice President