EX-4.12 3 d86408ex4-12.txt 1ST SUP. INDENTURE 2/16/01 TO INDENTURE 10/15/97 1 EXHIBIT 4.12 FIRST SUPPLEMENTAL INDENTURE, dated as of February 16, 2001 between Qwest Communications International Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at 1801 California Street, Denver, Colorado 80202, and Bankers Trust Company, a New York banking corporation, as Trustee (herein called the "Trustee"). RECITALS OF THE COMPANY Pursuant to that certain Indenture (the "Indenture"), dated as of October 15, 1997 by and between the Company and the Trustee, the Company issued and sold $555,890,000 in aggregate original principal amount at maturity of its 9.47% Series B Senior Discount Notes due 2007 (the "Notes"). Capitalized terms used herein without definition shall have the meanings assigned thereto in the Indenture. Section 902 of the Indenture provides that, with the consent of the Holders of not less than a majority in aggregate principal amount at maturity of the Outstanding Securities, the Company and the Trustee may enter into an indenture supplemental to the indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or modifying in any manner the rights of the Holders under the Indenture. Pursuant to an Offer to Purchase and Consent Solicitation Statement dated February 5, 2001, the Company solicited and obtained from a majority in aggregate principal amount at maturity of the Outstanding Securities consents to certain proposed amendments to the Indenture, and the Company and the Trustee now desire to amend, modify and supplement the Indenture, in the respects hereinafter set forth. NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises, it is mutually covenanted and agreed as follows: SECTION 101. Incorporation of the Indenture. This First Supplemental Indenture supplements the Indenture and shall be a part of and subject to all the terms thereof. Except as specifically amended hereby, the terms and conditions of the Indenture remain in full force and effect as if fully rewritten herein. SECTION 201. Amendments to Section 101 of the Indenture. Section 101 of the Indenture is hereby amended by deleting the following definitions therefrom in their entirety: Acquired Debt Asset Disposition 2 Attributable Value Cash Equivalents Consolidated Capital Ratio Consolidated Cash Flow Available for Fixed Charges Consolidated Income Tax Expense Consolidated Interest Expense Consolidated Net Income Consolidated Net Worth Consolidated Tangible Assets Continuing Director Credit Facilities Debt Securities Designation Designation Amount Eligible Institution Eligible Receivables Fair Market Value Group Incur Indenture Obligations Interest Rate or Currency Protection Agreement Investment Lien Net Available Proceeds Offering Memorandum Permitted Holders Permitted Interest Rate or Currency Protection Agreement Permitted Investments Permitted Joint Venture Permitted Liens Permitted Telecommunications Capital Asset Disposition Preferred Dividends Purchase Money Debt Rating Decline Related Person Restricted Payment Revocation Sale and Leaseback Transaction Senior Notes Strategic Investor Telecommunications Assets Telecommunications Business 2 3 SECTION 301. Amendments to Section 501 of the Indenture. Section 501 of the Indenture is hereby amended by deleting paragraphs (6) and (7) therefrom in their entirety. The Indenture is hereby further amended by deleting therefrom in their entirety all references to such paragraphs SECTION 401. Amendments to Article Eight of the Indenture. Article Eight of the Indenture is hereby amended by deleting the following sections therefrom in their entirety: Section 801. Company May Consolidate, Etc., Only on Certain Terms Section 802. Successor Substituted
The Indenture is hereby further amended by deleting therefrom in their entirety all references to such sections. SECTION 501. Amendments to Article Ten of the Indenture. Article Ten of the Indenture is hereby amended by deleting the following sections therefrom in their entirety: Section 1004. Corporate Existence Section 1007. Insurance Section 1008. Provision of Financial Statements Section 1009. Statement by Officers as to Default Section 1010. Purchase of Securities upon Change of Control Section 1011. Limitation on Consolidated Debt Section 1012. Limitation on Debt and Preferred Stock of Restricted Subsidiaries Section 1013. Limitation on Restricted Payments Section 1014. Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries Section 1015. Limitation on Liens Section 1016. Limitation on Issuances of Certain Guarantees by, and Debt Securities of, Restricted Subsidiaries Section 1017. Limitation on Sale and Leaseback Transactions Section 1018. Limitation on Asset Dispositions Section 1019. Limitation on Issuances and Sales of Capital Stock of Restricted Subsidiaries Section 1020. Transactions with Affiliates and Related Persons Section 1021. Limitation on Designations of Unrestricted Subsidiaries Section 1022. No Repayment of Existing Parent Company Advances with the Proceeds of the Securities.
The Indenture is hereby further amended by deleting therefrom in their entirety all references to such sections. 3 4 SECTION 601. Effectiveness. This First Supplemental Indenture will become effective on the date on which the Company accepts for purchase pursuant to the Offer to Purchase and Consent Solicitation Statement all Notes validly tendered and not withdrawn. SECTION 701. Counterparts. This First Supplemental Indenture may be executed on several counterparts, each of which shall be deemed an original but shall constitute one and the same instrument. [Remainder of page intentionally left blank] 4 5 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written. QWEST COMMUNICATIONS INTERNATIONAL INC. By: -------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------ Attest: By: -------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------ BANKERS TRUST COMPANY, as Trustee By: -------------------------------------------- Name: ------------------------------------------- Title: ------------------------------------------ S-1