Paying Agent Agreement

EXHIBIT 10.44


PAYING AGENT AGREEMENT


PAYING AGENT AGREEMENT made as of the 7th day of July, 2000, between THE BANK OF NEW YORK, a New York banking corporation maintaining its principal corporate trust office at 101 Barclay Street, New York, New York 10286 (the "Paying Agent"), and QWEST CAPITAL FUNDING, INC., a Colorado corporation maintaining its principal place of business at 1801 California Street, Denver, Colorado 80202 (the "Issuer").


W I T N E S S E T H


WHEREAS, the Issuer has authorized and proposes to issue $300,000,000 aggregate principal amount of Floating Rate Notes due July 8, 2002 (the "Notes"), guaranteed as to payment of principal and interest by Qwest Communications International Inc. (the "Guarantor");


WHEREAS, the Notes will be issued pursuant to an Indenture dated as of June 29, 1998 as supplemented by the [First Supplemental Indenture], dated as of June 30, 2000 (as so supplemented the "Indenture"), each among the Issuer, the Guarantor (as successor to U S WEST, Inc.) and Bank One Trust Company, National Association, as trustee (the "Trustee");


WHEREAS, the Issuer desires to appoint the Paying Agent as paying agent with respect to such Notes; and


WHEREAS, the Paying Agent agrees to act as such paying agent in accordance with, and subject to the terms and provisions of, this Agreement, the Indenture, the Notes and the Offering Memorandum, dated July 3, 2000 (the "Offering Memorandum");


NOW, THEREFORE, in consideration of the mutual promises hereinafter contained, the Paying Agent and the Issuer hereby covenant and agree as follows:


ARTICLE I
APPOINTMENT


1. The Issuer hereby appoints the Paying Agent as its paying agent with respect to the Notes to perform the duties hereinafter set forth.


2. The Paying Agent hereby accepts such appointment in accordance with, and subject to, the terms and provisions of the Notes and agrees to perform the duties hereinafter set forth and set forth in the Indenture, the Notes and the Offering Memorandum. Unless otherwise mutually agreed between the Issuer and the Paying Agent, the Paying Agent shall be under no duty or obligation to pay any interest or earnings on or with respect to amounts held or deposited hereunder. In the event the Issuer and the Paying Agent shall otherwise agree, any interest or earnings on or with respect to any amount held or deposited hereunder shall be remitted to the Issuer in accordance with such Agreement. The Paying Agent shall be under no duty or obligation to collateralize or pledge any security therefor, or to segregate such amounts except as required by law.


ARTICLE II
DEPOSIT OF FUNDS


1. Not later than five business days prior to any date on which interest on the Notes is due and payable, the Issuer shall furnish, or cause to be furnished, to the Paying Agent in writing the following information with respect to said interest payment date: (a) the name, address, principal amount of Notes owned by, and bank account information for, each registered owner of Notes on the record date to which such interest payment relates; (b) the rate of interest to be paid on such interest payment date; (c) the aggregate amount of interest to be paid on such interest payment date with respect to the Notes; (d) any applicable forms with respect to tax withholding (including, but not limited to, Form W-8BEN); (e) amount to be withheld, if any, under applicable tax laws; and (f) such other information as the Paying Agent may reasonably request from time to time. Information required by preceding clause (a) may be provided by reference to information previously furnished to the Paying Agent pursuant to this paragraph.


2. Not later than five business days prior to any date on which principal is to be paid by the Paying Agent with respect to the Notes, the Issuer shall furnish, or cause to be furnished, to the Paying Agent a statement specifying such payment date and obtaining information with respect to such payment in the nature of the information described in the preceding paragraphs, including such further information as the Paying Agent may reasonably request from time to time.


3. Prior to each interest or principal payment date described in any of the preceding paragraphs of this Article, the Issuer shall deposit, or cause to be deposited, with the Paying Agent immediately available funds in an amount equal to the aggregate amount to be paid by the Paying Agent on such payment date. In the event the amount deposited with respect to a payment date is less than the sum of the aggregate amounts specified in statements furnished to the Paying Agent pursuant to this Article with respect to such payment date, the Paying Agent shall immediately notify the Issuer, and shall effect no payments with respect to such payment date until such discrepancy has been resolved. Until paid as hereinafter provided, the Paying Agent shall hold such amounts in trust for the benefit of the holders of the Notes. The Paying Agent shall pay any interest or earnings on or with respect to amounts held or deposited hereunder to the Issuer.


ARTICLE III
PAYMENTS


1. The Paying Agent shall effect payment of interest on the Notes as such becomes due and payable on the respe ...