Long-Term Debt and Revolving Promissory Note

Long-term debt, including unamortized discounts and premiums, unamortized debt issuance costs and note payable - affiliate, were as follows:



	Interest Rates	Maturities	As of September 30, 2017			As of December 31, 2016
			(Dollars in millions)
Senior notes	6.125% - 7.750%	2021 - 2057	$	7,294		7,259
Term loan	2.990%	2025	100			100
Capital lease and other obligations	Various	Various	44			32
Unamortized premiums, net			1			4
Unamortized debt issuance costs			(151		)	(134	)
Total long-term debt			7,288			7,261
Less current maturities			(24		)	(514	)
Long-term debt, excluding current maturities			$	7,264		6,747
Note payable - affiliate	6.710%	2022	$	965		914

New Issuance

On April 27, 2017, Qwest Corporation issued $575 million aggregate principal amount of 6.75% Notes due 2057, and on May 5, 2017, issued an additional $85 million aggregate principal amount of such notes pursuant to an over-allotment option in exchange for aggregate net proceeds, after deducting underwriting discounts and other expenses, of $638 million. All of the 6.75% Notes are senior unsecured obligations and may be redeemed by Qwest Corporation, in whole or in part, on or after June 15, 2022, at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date.

Repayments

On May 9, 2017, Qwest Corporation redeemed $125 million aggregate principal amount of the remaining $288 million of its 7.5% Notes due 2051, which resulted in an immaterial loss.

On May 4, 2017, Qwest Corporation redeemed all $500 million of its 6.5% Notes due 2017, which resulted in an immaterial loss.

Revolving Promissory Note

On September 30, 2017, Qwest Corporation entered into an amended and restated revolving promissory note in the amount of $965 million with an affiliate of our ultimate parent company, CenturyLink, Inc. This note replaced and amended the original $1.0 billion revolving promissory note Qwest Corporation entered into on April 18, 2012 with the same affiliate. The outstanding principal balance of this new revolving promissory note and the accrued interest thereon shall be due and payable on demand, but if no demand is made, then on June 30, 2022. As of September 30, 2017, the amended and restated revolving promissory note had an outstanding balance of $965 million and bore interest at a weighted-average interest rate of 6.710%. As of September 30, 2017 and December 31, 2016, the amended and restated revolving promissory note and the original revolving promissory note, respectively, are reflected on our consolidated balance sheets as a current liability under note payable - affiliate. In accordance with the terms of the amended and restated revolving promissory note, all accrued and unpaid interest is capitalized to the unpaid principal balance on June 30 and December 31 of each year.

Covenants

Our senior notes were issued under indentures dated April 15, 1990 and October 15, 1999. These indentures do not contain any financial covenants, but do include restrictions that limit our ability to (i) incur, issue or create liens upon our property and (ii) consolidate with or merge into, transfer or lease all or substantially all of our assets to any other party. These indentures do not contain any cross-default provisions.

As of September 30, 2017, we believe we were in compliance with the provisions and covenants of our debt agreements.