{"id":42662,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/paying-agent-agreement-the-bank-of-new-york-and-qwest-capital.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"paying-agent-agreement-the-bank-of-new-york-and-qwest-capital","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/paying-agent-agreement-the-bank-of-new-york-and-qwest-capital.html","title":{"rendered":"Paying Agent Agreement &#8211; The Bank of New York and Qwest Capital Funding Inc."},"content":{"rendered":"<pre>                             PAYING AGENT AGREEMENT\n\n\n         PAYING AGENT  AGREEMENT made as of the 7th day of July,  2000,  between\nTHE BANK OF NEW YORK, a New York banking  corporation  maintaining its principal\ncorporate  trust  office at 101 Barclay  Street,  New York,  New York 10286 (the\n\"Paying  Agent\"),  and QWEST  CAPITAL  FUNDING,  INC.,  a  Colorado  corporation\nmaintaining its principal place of business at 1801 California  Street,  Denver,\nColorado 80202 (the \"Issuer\").\n\n                               W I T N E S S E T H\n\n         WHEREAS,  the Issuer has authorized and proposes to issue  $300,000,000\naggregate  principal  amount  of  Floating  Rate  Notes  due July 8,  2002  (the\n\"Notes\"),   guaranteed  as  to  payment  of  principal  and  interest  by  Qwest\nCommunications International Inc. (the \"Guarantor\");\n\n         WHEREAS,  the Notes will be issued pursuant to an Indenture dated as of\nJune 29, 1998 as supplemented by the [First Supplemental Indenture], dated as of\nJune 30, 2000 (as so supplemented the \"Indenture\"),  each among the Issuer,  the\nGuarantor (as successor to U S WEST, Inc.) and Bank One Trust Company,  National\nAssociation, as trustee (the \"Trustee\");\n\n         WHEREAS, the Issuer desires to appoint the Paying Agent as paying agent\nwith respect to such Notes; and\n\n         WHEREAS,  the  Paying  Agent  agrees  to act as such  paying  agent  in\naccordance with, and subject to the terms and provisions of, this Agreement, the\nIndenture,  the  Notes  and the  Offering  Memorandum,  dated  July 3, 2000 (the\n\"Offering Memorandum\");\n\n         NOW,  THEREFORE,  in consideration  of the mutual promises  hereinafter\ncontained, the Paying Agent and the Issuer hereby covenant and agree as follows:\n\n\n\n\n\n\n\n\n                                    ARTICLE I\n                                   APPOINTMENT\n\n     1. The Issuer  hereby  appoints  the Paying  Agent as its paying agent with\nrespect to the Notes to perform the duties hereinafter set forth.\n\n     2. The Paying Agent hereby accepts such appointment in accordance with, and\nsubject  to, the terms and  provisions  of the Notes and  agrees to perform  the\nduties  hereinafter set forth and set forth in the Indenture,  the Notes and the\nOffering Memorandum. Unless otherwise mutually agreed between the Issuer and the\nPaying  Agent,  the Paying Agent shall be under no duty or obligation to pay any\ninterest or earnings on or with respect to amounts held or deposited  hereunder.\nIn the event the Issuer and the Paying Agent shall otherwise agree, any interest\nor earnings on or with respect to any amount held or deposited  hereunder  shall\nbe remitted to the Issuer in accordance  with such  Agreement.  The Paying Agent\nshall be under no duty or  obligation  to  collateralize  or pledge any security\ntherefor, or to segregate such amounts except as required by law.\n\n                                   ARTICLE II\n                                DEPOSIT OF FUNDS\n\n     1. Not later than five business days prior to any date on which interest on\nthe  Notes  is due and  payable,  the  Issuer  shall  furnish,  or  cause  to be\nfurnished, to the Paying Agent in writing the following information with respect\nto said interest payment date: (a) the name, address,  principal amount of Notes\nowned by, and bank account  information  for, each registered  owner of Notes on\nthe record date to which such interest payment relates; (b) the rate of interest\nto be paid on such interest  payment date; (c) the aggregate  amount of interest\nto be paid on such  interest  payment  date with  respect to the Notes;  (d) any\napplicable forms with respect to tax withholding (including, but not limited to,\nForm W-8BEN); (e) amount to be withheld,  if any, under applicable tax laws; and\n(f) such other information as the Paying Agent may reasonably  request from time\nto time.  Information  required  by  preceding  clause  (a) may be  provided  by\nreference to  information  previously  furnished to the Paying Agent pursuant to\nthis paragraph.\n\n     2. Not later than five business  days prior to any date on which  principal\nis to be paid by the Paying  Agent with  respect to the Notes,  the Issuer shall\nfurnish,  or cause to be furnished,  to the Paying Agent a statement  specifying\nsuch payment date and obtaining  information with respect to such payment in the\nnature of the information described in the preceding paragraphs,  including such\nfurther  information  as the Paying  Agent may  reasonably  request from time to\ntime.\n\n     3. Prior to each interest or principal payment date described in any of the\npreceding  paragraphs of this Article,  the Issuer shall deposit, or cause to be\ndeposited,  with the Paying Agent immediately available funds in an amount equal\nto the aggregate  amount to be paid by the Paying Agent on such payment date. In\nthe event the amount  deposited  with respect to a payment date is less than the\nsum of the aggregate  amounts  specified in  statements  furnished to the Paying\nAgent  pursuant to this Article with  respect to such payment  date,  the Paying\nAgent shall  immediately  notify the Issuer,  and shall effect no payments  with\nrespect to such payment date until such  discrepancy  has been  resolved.  Until\npaid as hereinafter provided,  the Paying Agent shall hold such amounts in trust\nfor the  benefit of the  holders of the Notes.  The Paying  Agent  shall pay any\ninterest or earnings on or with respect to amounts  held or deposited  hereunder\nto the Issuer.\n\n                                  ARTICLE III\n                                    PAYMENTS\n\n     1. The Paying Agent shall  effect  payment of interest on the Notes as such\nbecomes due and payable on the  respective  interest  payment  dates.  Except as\notherwise  required  pursuant  to  the  terms  of  the  Notes  or  the  Offering\nMemorandum, such payment may be accomplished by the Paying Agent mailing a check\npayable to the  registered  owner of the Note on the record date, to the address\nof such registered  owner,  in accordance  with the information  provided to the\nPaying Agent by the Issuer or, at the option of a registered owner of $1,000,000\nor more  aggregate  principal  amount of Notes,  by the Paying Agent wiring such\namounts to an account  specified by such  registered  owner in a designation  in\nform and  substance  satisfactory  to the Paying Agent (such  designation  to be\nreceived by the Paying Agent no later than the record date).\n\n     2. The Paying Agent shall effect payment of the principal of the Notes upon\nthe  presentation  and surrender of the Notes at the principal  corporate  trust\noffice of the Paying Agent (a) at maturity,  (b) upon redemption of the Notes or\n(c) as otherwise provided by the Notes or the Offering Memorandum.\n\n     3.  Notwithstanding any provision  elsewhere contained herein,  payments by\nthe Paying  Agent  shall be made only out of amounts  deposited  with the Paying\nAgent with respect to such payment.\n\n     4. The Paying Agent will not charge,  impose,  collect or receive, from the\nholder or owner of any Note, any fee or consideration for any services performed\nin connection with any payment to such holder or owner of principal or interest,\nand any charge for postage,  for wiring payment, or otherwise,  shall be charged\nto and collected only from the Issuer.\n\n                                   ARTICLE IV\n                        ADDITIONAL DUTIES OF PAYING AGENT\n\n     1. The Paying Agent shall:  (i) keep and maintain such records in such form\nand manner as it shall determine in its sole  discretion;  and (ii) perform such\nrelated duties as may be necessary for the Paying Agent to perform. Such records\nshall upon prior  written  request be available  for  inspection  by  authorized\nofficers,  employees,  and agents of the Issuer during the normal business hours\nof the Paying Agent.  Upon the termination of this  Agreement,  the Paying Agent\nshall deliver to the Issuer copies of such records  reflecting all  transactions\nas of such date, in the form and manner kept by the Paying Agent.\n\n     2. The Paying  Agent shall file such federal and state  returns  concerning\npayments  hereunder as shall be required of it by applicable  law, but shall not\nbe  responsible  for the collection or withholding of taxes due on such payments\nexcept,  and only to the extent,  required of it as Paying  Agent by  applicable\nlaw.\n\n     3. The Paying  Agent  shall have no duties or  responsibilities  whatsoever\nexcept such duties and  responsibilities  as are  specifically set forth in this\nAgreement,  and no covenant or  obligation  shall be implied in this  Agreement,\nagainst the Paying Agent. Without limiting the generality of the foregoing,  the\nPaying  Agent shall not be an office or agency of the Issuer  where Notes may be\npresented  for  re-registration  or  transfer,  nor act as registrar or transfer\nagent with respect to, or maintain record lists of holders of Notes.\n\n     4. The Paying Agent shall incur no liability  and shall be fully  protected\nin acting  upon any written  instruction  of the  Issuer.  The Issuer  agrees to\nprovide  written  instructions  to the Paying  Agent with respect to any and all\nactions to be taken by the Paying Agent where failure to take such actions would\nadversely affect the rights of or impose  liability or penalties  (including tax\nliability or  penalties)  upon,  the Issuer or the  registered  owners,  past or\npresent,  of the Notes, or would adversely affect the market price of the Notes,\nand in the absence of such instructions,  the Paying Agent shall have no duty to\ntake any such action.\n\n     5. The Paying Agent shall use its best  efforts to perform its  obligations\nhereunder,  including  the  timely  taking  of  action  as  required  hereunder,\nprovided,  however, that the Paying Agent shall not be liable for its failure to\nmeet such deadlines, including, without limitation, deadlines for the payment of\nmoney  to  owners  of  Notes,  except  such  failure  as shall  result  from its\nnegligence, willful misconduct or bad faith.\n\n     6. With respect to any notices required to be sent by the Paying Agent, the\nPaying Agent shall not be liable for its failure to include required information\nin such notices unless such information has been timely provided to it.\n\n     7. The Paying Agent shall comply with Section 2.06 of the Indenture\n\n                                   ARTICLE V\n                           CONCERNING THE PAYING AGENT\n\n     1. The Paying  Agent shall not be liable for any loss or damage,  including\nreasonable counsel fees and expenses, resulting from its actions or omissions to\nact  hereunder,  except for any loss or damage arising out of its own bad faith,\nnegligence  or  willful  misconduct.  Without  limiting  the  generality  of the\nforegoing,  the Paying Agent shall not be liable for any action taken or omitted\nin  reliance  on  any  notice,  direction,  consent,   certificate,   affidavit,\nstatement,  designation or other paper or document  reasonably believed by it to\nbe genuine and to have been duly and  properly  signed or presented to it by the\nIssuer.\n\n     2. The Issuer shall  indemnify  and  exonerate,  save and hold harmless the\nPaying Agent from and against any and all claims,  demands,  expenses (including\nreasonable  counsel fees and expenses) and  liabilities  of any and every nature\nwhich the Paying Agent may sustain or incur or which may be asserted against the\nPaying  Agent as a result of any action  taken or  omitted  by the Paying  Agent\nhereunder without bad faith, negligence or willful misconduct.  At any time, the\nPaying  Agent may apply to the Issuer for written  instructions  with respect to\nany matter arising under this  Agreement and shall be fully  protected in acting\nin  accordance  with such  instructions.  In addition,  the Paying Agent may, as\nreasonably  necessary,  consult  counsel  to the Issuer or its  counsel,  at the\nexpense of the Issuer,  and shall be fully  protected with respect to any action\ntaken or  omitted  in good faith in  accordance  with such  advice or opinion of\ncounsel to the Issuer or its own counsel.\n\n     3. The Paying Agent may employ agents or  attorneys-in-fact,  and shall not\nbe liable for any loss or damage  arising  out of, or in  connection  with,  the\nactions or  omissions  to act of such agents or  attorneys-in-fact  provided the\nPaying  Agent acted  without bad faith,  negligence,  or willful  misconduct  in\nconnection with the selection of such agents or attorneys-in-fact.\n\n     4. The Paying Agent makes no  representations  with respect to the validity\nor  sufficiency  of the Notes,  or the use or application of the proceeds of the\nsale or distribution  thereof,  and shall incur no liability with respect to the\nforegoing.\n\n     5.   Notwithstanding  any  other  provision  elsewhere  contained  in  this\nAgreement, the Paying Agent is acting solely as agent of the Issuer and does not\nassume any obligation or  relationship of agency or trust for or with any owners\nor holders of Notes other than the limited  obligations  with respect to amounts\ndeposited for the payment of principal of and interest on the Notes.\n\n     6. The Issuer shall pay to the Paying Agent for its performance  hereunder:\n(a) such  compensation  as may  mutually be agreed upon in writing;  and (b) its\nout-of-pocket expenses (including reasonable counsel fees and expenses) incurred\nin connection with this Agreement, including, without limitation, those referred\nto in paragraph 4 of Article III thereof.\n\n                                   ARTICLE VI\n                                     GENERAL\n\n     1. Either of the parties  hereto may terminate  this Agreement by giving to\nthe other a notice in  writing  specifying  a  termination  date  which,  unless\notherwise  waived by the other  party,  is (a) at least  thirty  days  after the\ngiving of such  notice,  and (b) in the case such  notice is given by the Paying\nAgent, at least fifteen days prior to the next succeeding  interest payment date\nor  principal  payment  date;  provided,  however,  that each  party  hereto may\nterminate  this  Agreement  upon the  breach or  failure  of the other  party to\nperform any  obligations  hereunder  and such breach or failure to perform shall\ncontinue for ten days after written notice thereof or upon the entry of a decree\nor order of  involuntary  bankruptcy,  commencement  of a  voluntary  case under\napplicable  bankruptcy  laws,  appointment  of a  trustee  in  bankruptcy  or an\nassignment for the benefit of creditors by either party  thereto.  Upon the date\nspecified  in such  notice the Paying  Agent  shall,  upon  making the  delivery\nrequired  by  paragraph  1 of Article IV hereof,  be  relieved of all duties and\nresponsibilities  pursuant to this  Agreement;  provided that the  provisions of\nparagraphs 1, 2 and 6 of Article V hereof shall survive the  termination of this\nAgreement.\n\n     2. Any notice, instruction, request for instructions or other instrument in\nwriting  authorized or required by this Agreement to given to either party shall\nbe deemed given if addressed and mailed  certified  mail to it at its offices at\nthe address first above  written,  or at such other place as such party may from\ntime to time designate in writing.\n\n     3. This  Agreement may not be amended or modified in any manner except by a\nwritten agreement executed by both parties.\n\n     4. This  Agreement  shall extend to and be binding upon the parties  hereto\nand their respective successors and assigns.\n\n     5. Nothing in this Agreement, express or implied, shall give to any person,\nother  than  the  parties  hereto,  the  Trustee  (which  is  expressly  made  a\nthird-party  beneficiary  hereto  for  purposes  of Article IV Section 7 of this\nAgreement),  and  their  successors  hereunder,  any  benefit  or any  legal  or\nequitable right, remedy or claim under this Agreement.\n\n     6. This Agreement  shall be governed by, and construed in accordance  with,\nthe  laws  of the  State  of New  York,  without  regard  to  conflicts  of laws\nprinciples thereof.\n\n     7. This Agreement may be signed in any number of counterparts with the same\neffect as if the signatures to each counterparts were upon a single  instrument,\nand  all  such  counterparts  together  shall  be  deemed  an  original  of this\nAgreement.\n\n\n\n\n\n\n         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted by their respective corporate officers,  thereunto duly authorized,  as\nof the day and year first above written.\n\n                                     QWEST CAPITAL FUNDING, INC.\n\n\n\n                                     By:    \/s\/ SEAN P. FOLEY\n                                     Name:  Sean P. Foley\n                                     Title: Senior Vice President and Treasurer\n\n\n\n                                     THE BANK OF NEW YORK, as Paying Agent\n\n\n                                     By:     \/s\/ VANN K. BROWN\n                                     Name:   Vann K. Brown\n                                     Title:  Assistant Vice President\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8630],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9613,9620],"class_list":["post-42662","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-qwest-communications-international-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42662","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42662"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42662"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42662"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42662"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}