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Exhibit 10.1

$1,750,000,000


TERM LOAN AGREEMENT


dated as of


June 9, 2003


among


QWEST CORPORATION, as Borrower,

and

THE LENDERS LISTED HEREIN


and


MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Book-Runner, Joint Lead Arranger and Syndication Agent,

and


CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Joint Lead Arranger and Administrative Agent,


and

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Documentation Agent,


and


DEUTSCHE BANK SECURITIES INC., as Arranger


TABLE OF CONTENTS


ARTICLE 1


DEFINITIONS


Section 1.01.


The Definitions


Section 1.02.


Accounting Terms and Determinations


Section 1.03.


Types of Borrowings


ARTICLE 2


THE CREDITS


Section 2.01.


Commitments to Lend


Section 2.02.


Notice of Borrowing


Section 2.03.


[Intentionally Deleted]


Section 2.04.


Notice to Lenders; Funding of Loans


Section 2.05.


Notes


Section 2.06.


Maturity of Loans


Section 2.07.


Interest Rates


Section 2.08.


[Intentionally Deleted].


Section 2.09.


Termination of Commitments


Section 2.10.


Method of Electing Interest Rates with Respect to Tranche A Loans


Section 2.11.


Prepayments


Section 2.12.


General Provisions as to Payments


Section 2.13.


Funding Losses


Section 2.14.


Computation of Interest and Fees


ARTICLE 3


CONDITIONS


Section 3.01.


Closing


Section 3.02.


The Borrowing Date


ARTICLE 4


REPRESENTATIONS AND WARRANTIES


Section 4.01.


Corporate Existence and Power


Section 4.02.


Corporate and Governmental Authorization; No Contravention


i


Section 4.03.


Binding Effect


Section 4.04.


Financial Information


Section 4.05.


Litigation


Section 4.06.


Compliance with ERISA


Section 4.07.


Environmental Matters


Section 4.08.


Taxes


Section 4.09.


Subsidiaries


Section 4.10.


Not an Investment Company


Section 4.11.


Full Disclosure


ARTICLE 5


COVENANTS


Section 5.01.


Information


Section 5.02.


Maintenance of Property; Insurance


Section 5.03.


Maintenance of Existence


Section 5.04.


Compliance with Laws


Section 5.05.


Books and Records


Section 5.06.


[Intentionally Deleted].


Section 5.07.


Negative Pledge


Section 5.08.


Consolidations, Mergers and Sales of Assets


Section 5.09.


Use of Proceeds


ARTICLE 6


DEFAULTS


Section 6.01.


Events of Default


Section 6.02.


Notice of Default


ARTICLE 7


THE AGENTS


Section 7.01.


Appointment and Authorization


Section 7.02.


Agents and Affiliates


Section 7.03.


Action by Agents


Section 7.04.


Consultation with Experts


Section 7.05.


Delegation of Duties


Section 7.06.


Liability of Agents


Section 7.07.


Indemnification


Section 7.08.


Credit Decision; Disclosure of Information by Agents


Section 7.09.


Successor Administrative Agent


Section 7.10.


Administrative Agent's Fee


ii


ARTICLE 8


CHANGES IN CIRCUMSTANCES


Section 8.01.


Basis for Determining Interest Rate Inadequate or Unfair


Section 8.02.


Illegality


Section 8.03.


Increased Cost and Reduced Return


Section 8.04.


Taxes


Section 8.05.


Base Rate Loans Substituted for Affected Euro-Dollar Loans


Section 8.06.


Substitution of Lender


ARTICLE 9


[INTENTIONALLY DELETED]


ARTICLE 10


MISCELLANEOUS


Section 10.01.


Notices


Section 10.02.


No Waivers


Section 10.03.


Expenses; Indemnification


Section 10.04.


Sharing of Set-offs


Section 10.05.


Amendments and Waivers


Section 10.06.


Successors and Assigns


Section 10.07.


Governing Law; Submission to Jurisdiction


Section 10.08.


Counterparts; Integration


Section 10.09.


WAIVER OF JURY TRIAL


Section 10.10.


No Reliance on Margin Stock


Section 10.11.


Lead Arrangers, Sole Book-Runner, Syndication Agent, Arranger and Documentation Agent


Section 10.12.


Representations and Acknowledgements of Lenders


Section 10.13.


Confidentiality


iii


TERM LOAN AGREEMENT

AGREEMENT dated as of June 9, 2003, among QWEST CORPORATION, as Borrower, the LENDERS listed on the signature pages party hereto and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arranger, Sole Book-Runner and Syndication Agent, CREDIT SUISSE FIRST BOSTON, a Swiss bank acting through its Cayman Islands Branch, as Joint Lead Arranger and Administrative Agent, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Documentation Agent, and DEUTSCHE BANK SECURITIES INC., as Arranger.

WHEREAS, subject to and upon the terms and conditions set forth herein, the Lenders are willing to make available to the Borrower the respective term loans provided for herein;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1 DEFINITIONS Section 1.01. The Definitions . The following terms, as used herein, have the following meanings:

" Adjusted London InterBank Offered Rate" has the meaning set forth in Section 2.07.

" Administrative Agent" means Credit Suisse First Boston, acting through its Cayman Islands Branch, in its capacity as Administrative Agent for the Lenders hereunder, together with its successors in such capacity.

" Administrative Questionnaire" means, with respect to each Lender, an administrative questionnaire in the form attached hereto as Exhibit G duly completed by such Lender.

" Affiliate" means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

" Agent" means any of the Administrative Agent, Syndication Agent, Documentation Agent, or Lead Arrangers and/or Arranger, as applicable, and " Agents" shall mean all of them collectively.

" Agent-Related Person" has the meaning set forth in Section 7.08.


" Agreement" means this Term Loan Agreement dated as of June 9, 2003, as the same may from time to time be further amended, amended and restated, modified or supplemented.

" ARCA" means the Second Amended and Restated Credit Agreement dated as of May 4, 2001, amended and restated as of March 12, 2002, and further amended and restated as of August 30, 2002 among Qwest Services Corporation, Qwest Communications International Inc., Qwest Dex Holdings, Inc., Qwest Dex Inc., the Banks listed therein, and Bank of America, N.A., as Administrative Agent, as it may be amended, amended and restated, modified or otherwise supplemented and in effect from time to time.

" Arranger" means Deutsche Bank Securities Inc., as Arranger for the Lenders hereunder.

" Assignee" has the meaning set forth in Section 10.06(c).

" Assignment and Assumption Agreement" means an Assignment and Assumption Agreement substantially in the form of Exhibit F hereto.

" Base Rate" means, for any day, a rate per annum equal to the higher of (i) the sum of 1/2 of 1% plus the Federal Funds Rate for such day and (ii) the Prime Rate for such day minus 1%.

" Base Rate Loan" means (i) a Tranche A Loan which bears interest at the Base Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election, or the provisions of Article 8 or (ii) an overdue amount which was a Base Rate Loan immediately before it became overdue.

" Base Rate Margin" has the meaning set forth in Section 2.07.

" Benefit Arrangement" means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

" Borrower" means Qwest Corporation, a Colorado corporation.

" Borrowing" has the meaning set forth in Section 1.03.

" Borrowing Date" means the date on which the Loans are to be made.

" Class", when used in respect of any Loan, Borrowing or Commitment, refers to whether such Loan, or the Loans comprising such Borrowing, or the Loans to be made pursuant to such Commitment, are Tranche A Loans or Tranche B Loans.

" Closing Date" means the date on which the Administrative Agent shall have received the documents or evidence specified in or pursuant to Section 3.01.

2


" Commitment" means, with respect to each Lender, the amount set forth opposite the name of such Lender on the Annex A hereto, or as amended as a result of any Assignment and Assumption Agreement.

" Company" means Qwest Communications International Inc., a Delaware corporation, and its successors.

" Comparable Treasury Issue" means the United States Treasury security selected by a Reference Treasury Dealer selected by the Administrative Agent as having a maturity comparable to the remaining term to maturity of the Tranche B Loans to be prepaid that would be utilized, at the time of selection and in accordance with customary financial practice, in evaluating yields on new issues of corporate debt of comparable maturity to the remaining term to maturity of such Tranche B Loans.

" Comparable Treasury Price" means, with respect to any date of prepayment, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Domestic Business Day preceding such date of prepayment, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any successor release) is not published or does not contain such prices on such third Domestic Business Day, (A) the average of the Reference Treasury Dealer Quotations for such day of prepayment, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Administrative Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

" Confidential Information Memorandum" has the meaning set forth in Section 10.12(c).

" Consolidated Subsidiary" means at any date any Subsidiary or other entity the accounts of which would be consolidated with those of the Borrower, in its consolidated financial statements if such statements were prepared as of such date.

" Debt" of any Person means at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee which are capitalized in accordance with generally accepted accounting principles, (v) all Debt secured by a Lien on any asset of such Person, whether or not such Debt is otherwise an obligation of such Person, and (vi) all Debt of others guaranteed by such Person.

" Default" means any condition or event that constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

3


" Documentation Agent" means Deutsche Bank Trust Company Americas, in its capacity as Documentation Agent for the Lenders hereunder, together with its successors in such capacity.

" Domestic Business Day" means any day except a Saturday, Sunday or other day on which commercial banks in New York City, New York are authorized by law to close.

" Eligible Person" shall mean (i) a commercial bank organized under the laws of the United States, or any state thereof; (ii) a commercial bank organized under the laws of any other country that is a member of the Organization for Economic Cooperation and Development (the " OECD"), or a political subdivision of any such country; provided, however , that such bank is acting through a branch or agency located in the country in which it is organized or another country that is also a member of the OECD; (iii) an insurance company, mutual fund or other entity which is regularly engaged in making, purchasing, holding or otherwise investing in loans; or any other financial institution organized under the laws of the United States, any state thereof, any other country that is a member of the OECD or a political subdivision of any such country with assets, or assets under management, in a dollar equivalent amount of at least $100.0 million; (iv) any Lender or Lender Affiliate; (v) any other entity (other than a natural person or a trust for the benefit of natural persons or an entity formed by or for the benefit of one or more natural persons to make a Loan) which is an institutional "accredited investor" (as defined in Regulation D under the United States Securities Act of 1933, as amended) within the meaning of Section 501(a)(1), (2) or (3) of said Regulation D which extends credit or buys loans as one of its businesses or investing activities; and (vi) any other entity consented to by the Sole Book-Runner (for so long as syndication has not been successfully completed in its determination), the Administrative Agent and, so long as no Default has occurred and is continuing, the Borrower (such consent not to be unreasonably withheld or delayed). With respect to any Lender that is a fund or commingled investment vehicle that invests in loans, any other fund or commingled investment vehicle that invests in loans and is managed or advised by the same investment advisor of such Lender or by an Affiliate of such investment advisor shall be treated as a single Eligible Person.

" Environmental Laws" means any and all federal, state, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other governmental restrictions relating to the environment, the effect of the environment on human health or to emissions, discharges or releases of pollutants, contaminants, Hazardous Substances or wastes into the environment including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, Hazardous Substances or wastes or the clean-up or other remediation thereof.

" Environmental Permits" has the meaning set forth in Section 4.07.

" Equity Interests" means (i) shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person or (ii) any warrants, options or other rights to acquire such shares or interests.

4


" ERISA" means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute.

" ERISA Group" means the Borrower, any Subsidiary and all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control that together with the Borrower or any Subsidiary, are treated as a single employer under Section 414 of the Internal Revenue Code.

" Euro-Dollar Business Day" means any Domestic Business Day on which commercial lenders are open for international business (including dealings in dollar deposits) in London.

" Euro-Dollar Lending Office" means, as to each Lender, its office, branch or affiliate located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Euro-Dollar Lending Office) or such other office, branch or affiliate of such Lender as it may hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower and the Administrative Agent.

" Euro-Dollar Loan" means (i) Tranche A Loans when bearing interest at a Euro-Dollar Rate pursuant to the applicable Notice of Borrowing or Notice of Interest Rate Election or (ii) an overdue amount that was a Euro-Dollar Loan before it became overdue.

" Euro-Dollar Margin" has the meaning set forth in Section 2.07.

" Euro-Dollar Rate" means a rate of interest determined pursuant to Section 2.07 on the basis of an Adjusted London InterBank Offered Rate.

" Euro-Dollar Reserve Percentage" has the meaning set forth in Section 2.07.

" Event of Default" has the meaning set forth in Section 6.01.

" Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Domestic Business Day next succeeding such day, provided that (i) if such day is not a Domestic Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Domestic Business Day as so published on the next succeeding Domestic Business Day, and (ii) if no such rate is so published on such next succeeding Domestic Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent, on such day on such transactions as determined by the Administrative Agent. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotation in accordance with the terms hereof, the Base Rate shall be determined without regard to the Federal Funds Rate until the circumstances giving rise to such inability no longer exist.

" Fixed Rate" has the meaning set forth in Section 2.07(d).

5


" Fund" means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

" Governmental Authority" means any government or political subdivision of the United States or any other country or any agency, authority, board, bureau, central bank, commission, department or instrumentality thereof or therein, including without limitation, any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to such government or political subdivision.

" Granting Lender" has the meaning set forth ion Section 10.06(d).

" Hazardous Substances" means any toxic, radioactive, caustic or otherwise hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.

" Indemnitee" has the meaning set forth in Section 10.03(b).

" Initial Lenders" has the meaning set forth in Section 10.05.

" Interest Period" means, with respect to each Euro-Dollar Loan, a period commencing on the date of borrowing specified in the applicable Notice of Borrowing or the date specified in the applicable Notice of Interest Rate Election and ending one, two, three or six months thereafter, as the Borrower may elect in the applicable notice; provided that

(a) any Interest Period which would otherwise end on a day which is not a Euro-Dollar Business Day shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Euro-Dollar Business Day;

(b) any Interest Period which begins on the last Euro-Dollar Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) below, end on the last Euro-Dollar Business Day of a calendar month; and

(c) no Interest Period with respect to a Loan may end after the Maturity Date applicable to such Loan.

" Internal Revenue Code" means the Internal Revenue Code of 1986, as amended, or any successor statute.

" Lead Arrangers" means Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse First Boston, acting through its Cayman Islands Branch, as Joint Lead Arrangers hereunder.

" Lender" means each lender listed on the signature pages hereof, each Assignee which becomes a Lender pursuant to Section 10.06(c), and their respective successors.

6


" Lender Affiliate" means, (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) an entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar extensions of credit and is managed by the same investment advisor as such Lender or by an affiliate of such investment advisor.

" Lending Office" means, as to each Lender, its office located at its address set forth in its Administrative Questionnaire (or identified in its Administrative Questionnaire as its Lending Office) or such other office as such Lender may hereafter designate as its Lending Office by notice to the Administrative Agent.

" Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, or any other type of preferential arrangement that has the practical effect of creating a security interest, in respect of such asset. For the purposes of this Agreement, the Borrower or any Subsidiary shall be deemed to own subject to a Lien any asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset.

" Loans" means Tranche A Loans or Tranche B Loans, or any combination thereof (as the context requires).

" Loan Documents" means this Agreement and the Notes, all as amended, amended and restated, modified or supplemented from time to time.

" London InterBank Offered Rate" has the meaning set forth in Section 2.07.

" Margin Stock" means "margin stock" as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

" Material Adverse Change" means a material adverse change, or any condition or event that has resulted or could reasonably be expected to result in a material adverse change, in the business, operations, financial condition or results of operation of the Borrower and its Subsidiaries, taken as a whole (it being understood that (i) the restatement of the financial statements of the Company, the Borrower or any of its Subsidiaries with respect to any fiscal period, or as of any date, ended on or prior to March 31, 2003 and (ii) the facts or events disclosed to the Lenders prior to the Closing Date as the facts or events necessitating such restatement shall not, in and of themselves, constitute a Material Adverse Change in the business, operations, financial condition or results of operation of the Borrower and its Subsidiaries, taken as a whole).

" Material Contract" means as to any Person any material mortgage, security agreement, pledge agreement, indenture, credit agreement, securities purchase agreement, debt instrument, contract, agreement or instrument to which such Person is a party or by which it or any of its material property is bound or affected.

" Material Permits" has the meaning set forth in Section 4.02.

7


" Maturity Date" means the Tranche A Maturity Date or the Tranche B Maturity Date, as applicable.

" Multiemployer Plan" means at any time an employee pension benefit plan within the meaning of Section 4001(a) (3) of ERISA to which any member of the ERISA Group is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions, including for these purposes any Person which ceased to be a member of the ERISA Group during such five year period.

" Notes" means promissory notes of the Borrower, substantially in the form of Exhibit B hereto, evidencing the obligation of the Borrower to repay the Loans made to it, and "Note" means any one of such promissory notes issued hereunder.

" Notice of Borrowing" has the meaning set forth in Section 2.02.

" Notice of Interest Rate Election" has the meaning set forth in Section 2.10.

" Other Taxes" has the meaning set forth in Section 8.04(b).

" Parent" means, with respect to any Lender, any Person controlling such Lender.

" Participant" has the meaning set forth in Section 10.06(b).

" PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

" Permitted Liens" has the meaning set forth in Section 5.07.

" Person" means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

" Plan" means at any time an employee pension benefit plan (other than a Multiemployer Plan) which is covered by Title IV of ERISA or subject to the minimum funding standar
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