REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and entered into as of August
16, 2000 among Qwest Communications International Inc., a Delaware corporation (the "Guarantor"), Qwest
Capital Funding, Inc., a Colorado corporation (the "COMPANY"), and the Initial Purchasers (as hereinafter
This Agreement is made pursuant to the Purchase Agreement dated August 16, 2000 (the "PURCHASE
AGREEMENT"), among the Guarantor, the Company, as issuer of the 7.75% Notes due August 15, 2006 and
the 7.90% Notes due August 15, 2010 (the "Notes"), and the Initial Purchasers, which provides for, among other
things, the sale by the Company to the Initial Purchasers of the aggregate principal amount of Notes specified
therein. The Notes will be unconditionally guaranteed as to payment of principal, premium, if any, and interest by
the Guarantor (the "Guarantees", and together with the Notes, the "Securities"). In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Guarantor and the Company have agreed to provide to the
Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The
execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
1. DEFINITIONS. As used in this Agreement, the following capitalized defined terms shall have the following
"ADVICE" shall have the meaning set forth in the last paragraph of
Section 3 hereof.
"AFFILIATE" has the same meaning as given to that term in Rule 405 under the Securities Act or any successor
"APPLICABLE PERIOD" shall have the meaning set forth in Section 3(s) hereof.
"BUSINESS DAY" means any day other than a Saturday, a Sunday, or a day on which banking institutions in
The City of New York are authorized or required by law or executive order to remain closed.
"CLOSING TIME" shall mean t