8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  November 16, 2005

Qwest Communications International Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-15577	84-1339282
(Commission File Number)	(IRS Employer Identification No.)
1801 California Street, Denver, Colorado	80202
(Address of Principal Executive Offices)	(Zip Code)
(303) 992-1400
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry into a Material Definitive Agreement.

On November 1, 2005, Qwest Communications International Inc. (“QCII,” “we,” “us” or “our”) announced that its wholly-owned subsidiary, Qwest Services Corporation (“QSC”), had commenced a cash tender offer and consent solicitation with respect to its outstanding 13.00% Senior Subordinated Secured Notes due 2007, 13.50% Senior Subordinated Secured Notes due 2010 and 14.00% Senior Subordinated Secured Notes due 2014 (together, the “Notes”).  The Notes are guaranteed by QCII and another of its wholly-owned subsidiaries, Qwest Capital Funding, Inc. (“QCF”).  Upon receipt of the requisite consents required by the consent solicitation, on November 16, 2005, QSC, QCII and QCF entered into a First Supplemental Indenture with J.P. Morgan Trust Company, N.A. as successor to Bank One Trust Company, N.A. (the “First Supplemental Indenture”), which (1) eliminates substantially all of the covenants and certain events of default in the original indenture governing the Notes and (2) releases all of the collateral securing the Notes, including the collateral securing QCII’s guarantees of the Notes.

The First Supplemental Indenture eliminates the following restrictive covenants, among others, as well as the events of default related to such restrictive covenants: limitations on indebtedness; limitations on dividends, share repurchases and investments; limitations on asset transfers and sales; limitations on transactions with affiliates; change of control repurchase obligations; limitations on liens; and limitations on specified business activities.  In addition, the First Supplemental Indenture (1) eliminates the restriction against QCII and/or QSC consolidating or merging with or into, or transferring substantially all of the assets of QCII or QCII and its restricted subsidiaries to, any person, (2) eliminates provisions for cross-acceleration relating to any debt obligations of QCII, QSC and any restricted subsidiary of QCII in the aggregate in excess of $100 million and (3) eliminates as an event of default if final judgments are entered against QCII, QSC or any restricted subsidiary of QCII in an aggregate amount in excess of $100 million.

In addition to releasing all collateral securing the Notes, including all collateral securing QCII’s guarantees of the Notes, all collateral securing any other debt securities of QCII, including all collateral securing any guaranty by QSC of such debt securities, will be released, and any subordination provisions of such QSC guarantees will be terminated, all in accordance with the terms of the applicable indentures.

These amendments and the release of collateral became operative on November 16, 2005, which is the date that Notes representing at least 66-2/3% in aggregate principal amount of outstanding Notes not owned by QSC or its affiliates validly tendered (and not validly withdrawn) were accepted for purchase by QSC.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the text of the First Supplemental Indenture, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 3.03.  Material Modification to Rights of Security Holders.

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 3.03.

Item 9.01.  Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
Exhibit 4.1	First Supplemental Indenture, dated as of November 16, 2005, among 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.

Forward Looking Statements Warning

This filing may contain projections and other forward-looking statements that involve risks and uncertainties. These statements may differ materially from actual future events or results. Readers are referred to the documents filed by us with the Securities and Exchange Commission, specifically the most recent reports which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including but not limited to: access line losses due to increased competition, including from technology substitution of our access lines with wireless and cable alternatives; our substantial indebtedness, and our inability to complete any efforts to de-lever our balance sheet through asset sales or other transactions; any adverse outcome of the current investigation by the U.S. Attorney’s office in Denver into certain matters relating to us; adverse results of increased review and scrutiny by regulatory authorities, media and others (including any internal analyses) of financial reporting issues and practices or otherwise; rapid and significant changes in technology and markets; any adverse developments in commercial disputes or legal proceedings, including any adverse

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outcome of current or future legal proceedings related to matters that are the subject of governmental investigations, and, to the extent not covered by insurance, if any, our inability to satisfy any resulting obligations from funds available to us, if any; potential fluctuations in quarterly results; volatility of our stock price; intense competition in the markets in which we compete including the likelihood of certain of our competitors consolidating with other providers or otherwise reorganizing their capital structure to more effectively compete against us; changes in demand for our products and services; acceleration of the deployment of advanced new services, such as broadband data, wireless and video services, which could require substantial expenditure of financial and other resources in excess of contemplated levels; higher than anticipated employee levels, capital expenditures and operating expenses; adverse changes in the regulatory or legislative environment affecting our business; changes in the outcome of future events from the assumed outcome included in our significant accounting policies; and our ability to utilize net operating losses in projected amounts.

The information contained in this filing is a statement of Qwest’s present intention, belief or expectation and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and Qwest’s assumptions. Qwest may change its intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in Qwest’s assumptions or otherwise. The cautionary statements contained or referred to in this filing should be considered in connection with any subsequent written or oral forward-looking statements that Qwest or persons acting on its behalf may issue. This filing may include analysts’ estimates and other information prepared by third parties for which Qwest assumes no responsibility.

Qwest undertakes no obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements and other statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

By including any information in this filing, Qwest does not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Qwest Communications International Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		QWEST COMMUNICATIONS INTERNATIONAL INC.
DATE: November 21, 2005	By:		/s/ Stephen E. Brilz
			Name: Stephen E. Brilz
			Title: Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 4.1	First Supplemental Indenture, dated as of November 16, 2005, among 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.

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EX-4.1

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

ARTICLE II
AMENDMENTS

Section 2.1Indenture 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 2.2Additional 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 2.3Collateral 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.

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ARTICLE III
MISCELLANEOUS

Section 3.1Effect 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 3.2Governing 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 3.3References 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 3.4Severability.  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 3.5Trust 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 3.6Trustee 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 3.7Effect of Headings.  The section headings herein are for convenience only and shall not effect the construction thereof.

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Section 3.8Counterparts.  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]

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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