Sample Business Contracts

Calculation Agency Agreement - Qwest Capital Funding Inc. and Bank of New York

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                          CALCULATION AGENCY AGREEMENT

     CALCULATION AGENCY AGREEMENT dated as of July 7, 2000 between QWEST CAPITAL
FUNDING, INC., a Colorado corporation (the "Company"), and THE BANK OF NEW YORK,
a New York banking corporation, as Calculation Agent (the "Calculation Agent").

     WHEREAS,  the  Company  proposes to issue and sell  $300,000,000  aggregate
principal amount of its Floating Rate Notes due July 8, 2002 (the "Notes").  The
Notes will be offered by the Company  through  Salomon  Smith  Barney Inc.  (the
"Initial Purchaser"). The Notes are to 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, and as further  amended or  supplemented  from time to time
(the "Indenture"),  among the Company,  Qwest Communications  International Inc.
(as successor to U S WEST,  Inc.) (the  "Guarantor") and Bank One Trust Company,
National  Association,   as  trustee  (the  "Trustee").  The  Notes  are  to  be
distributed  pursuant  to the terms of a Purchase  Agreement  dated July 3, 2000
(the  "Purchase  Agreement"),  among the Company,  the Guarantor and the Initial
Purchaser. Terms used but not defined herein shall have the meanings assigned to
them in the Offering Memorandum, dated July 3, 2000, relating to the Notes.

     WHEREAS,  the  Notes  will  bear  interest  at a per  annum  rate  equal to
three-month LIBOR, reset quarterly, plus 45 basis points .45%.

     WHEREAS,  the purpose of this Agreement is to appoint an agent to calculate
the interest rate on the Notes.

     NOW,  THEREFORE,  in consideration of the mutual promises contained herein,
the parties hereby agree as follows:

     1. Agency.  The Company hereby appoints The Bank of New York as Calculation
Agent for the  purpose  of  calculating  the  interest  rate on the Notes in the
manner and at the times provided in the Notes and the Offering Memorandum.

     2. Duties of Calculation  Agent.  The Calculation  Agent shall exercise due
care to  determine  the  interest  rate on the  Notes,  in  accordance  with the
procedures  provided  in the  Notes  and  the  Offering  Memorandum,  and  shall
communicate the same to the Company,  the Trustee,  The Depository Trust Company
and any paying agent  identified to it in writing as soon as  practicable  after
each  determination.  The Calculation Agent will, upon the request of the holder
of any Note,  provide the interest rate then in effect with respect to the Notes
and, if determined,  the interest rate which will become  effective with respect
to the Notes on the next Interest Reset Date.

     3. Terms and Conditions.  The Calculation Agent accepts its obligations set
forth herein, upon the terms and subject to the conditions hereof, including the
following, to all of which the Company agrees:

          (a) In acting under this  Agreement and in connection  with the Notes,
     the Calculation Agent is acting solely as agent of the Company and does not
     assume any  obligations or  relationship of agency or trust for or with any
     of the owners or holders of the Notes.

          (b) The  Calculation  Agent  shall be  protected  and  shall  incur no
     liability  for or in respect of any action  taken or omitted to be taken or
     anything  suffered  by it in  reliance  upon the  terms of the  Notes,  any
     notice,  direction,  certificate,  affidavit,  statement  or  other  paper,
     document or  communication  reasonably  believed by it to be genuine and to
     have been approved or signed by the proper party or parties.

          (c) The  Calculation  Agent,  its officers,  directors,  employees and
     shareholders  may become the owners  of, or acquire  any  interest  in, any
     Notes,  with the same  rights that it or they would have if it were not the
     Calculation  Agent,  and may engage or be  interested  in any  financial or
     other  transaction  with  the  Company  as  freely  as if it  were  not the
     Calculation Agent.

          (d)  Neither  the  Calculation  Agent  nor  its  officers,  directors,
     employees,  agents or attorneys  shall be liable to the Company for any act
     or omission  hereunder,  or for any error of judgment made in good faith by
     it or  them,  except  in the  case of its or their  negligence  or  willful

          (e) The  Calculation  Agent may consult with counsel of its  selection
     and the advice of such counsel or any opinion of counsel  shall be full and
     complete  authorization  and  protection  in respect  of any action  taken,
     suffered or omitted by it hereunder in good faith and in reliance thereon.

          (f) The  Calculation  Agent shall be  obligated to perform such duties
     and only such duties as are herein  specifically  set forth, and no implied
     duties  or  obligations  shall be read  into  this  Agreement  against  the
     Calculation Agent.

          (g)  Unless  herein  otherwise   specifically   provided,  any  order,
     certificate,  notice,  request,  direction or other  communication from the
     Company made or given by it under any provision of this Agreement  shall be
     sufficient if signed by any officer of the Company.

          (h) The  Calculation  Agent  may,  upon  obtaining  the prior  written
     consent of the Company,  perform any duties hereunder either directly or by
     or through  agents or  attorneys,  and the  Calculation  Agent shall not be
     responsible  for any  misconduct  or negligence on the part of any agent or
     attorney appointed with due care by it hereunder.

          (i) The Company will not,  without  first  obtaining the prior written
     consent of the Calculation  Agent, make any change to the Notes in the form
     attached as Exhibit A hereto if such change would  materially and adversely
     affect the Calculation Agent's duties and obligations under this Agreement.

     4. Compensation;  Indemnification.  The Calculation Agent shall be entitled
to such  compensation  as may be agreed upon with the  Company for all  services
rendered  by the  Calculation  Agent,  and  the  Company  promises  to pay  such
compensation  and  to  reimburse  the  Calculation   Agent  for  the  reasonable
out-of-pocket expenses (including reasonable attorney's and other professional's
fees and expenses) incurred by it in connection with the services rendered by it
hereunder upon receipt of such invoices as the Company shall reasonably require.
The Company also agrees to indemnify the  Calculation  Agent for, and to hold it
harmless  against,  any  and all  loss,  liability,  damage,  claim  or  expense
(including  the costs and expenses of defending  against any claim of liability)
incurred by the  Calculation  Agent that arises out of or in connection with its
accepting appointment as, or acting as, Calculation Agent hereunder, except such
as may  result  from the  negligence,  willful  misconduct  or bad  faith of the
Calculation Agent or any of its agents or employees. The Calculation Agent shall
incur no liability  and shall be  indemnified  and held  harmless by the Company
for, or in respect of, any actions taken,  omitted to be taken or suffered to be
taken in good faith by the Calculation Agent in reliance upon (i) the opinion or
advice  of legal  or  other  professional  advisors  satisfactory  to it or (ii)
written instructions from the Company. The Calculation Agent shall not be liable
for any error  resulting  from the use of or reliance on a source of information
used in good faith and with due care to calculate any interest  rate  hereunder.
The provisions of this Section shall survive the termination of this Agreement.

     5. Resignation and Removal; Successors.

          (a) The Calculation  Agent may at any time resign as Calculation Agent
     by giving  written  notice to the  Company of such  intention  on its part,
     specifying  the  date  on  which  its  desired   resignation  shall  become
     effective; provided, however, that such date shall never be earlier than 30
     days after the  receipt of such notice by the  Company,  unless the Company
     agrees  to  accept  less  notice;  provided,  further,  however,  that such
     resignation  shall not be effective until acceptance of an appointment by a
     successor  as  evidenced by an  appropriate  agreement  entered into by the
     Company and such successor  Calculation Agent. The Calculation Agent may be
     removed  at any time by the  filing  with it of any  instrument  in writing
     signed on behalf of the Company and  specifying  such  removal and the date
     when it is intended to become  effective.  Any resignation or removal shall
     take effect upon the date of the  acceptance by the  successor  Calculation
     Agent,  as  provided  in Section  5(b).  If within 30 days after  notice of
     resignation  or removal has been given, a successor  Calculation  Agent has
     not been  appointed,  the  Calculation  Agent  may,  at the  expense of the
     Company,  petition a court of competent jurisdiction to appoint a successor
     Calculation Agent. A successor  Calculation Agent shall be appointed by the
     Company by an instrument in writing signed on behalf of the Company and the
     successor   Calculation   Agent.   Upon  the  appointment  of  a  successor
     Calculation Agent and acceptance by it of such appointment, the Calculation
     Agent so succeeded shall cease to be such Calculation Agent hereunder. Upon
     its resignation or removal,  the Calculation Agent shall be entitled to the
     payment  by the  Company  of its  compensation,  if any is owed to it,  for
     services  rendered  hereunder and to the  reimbursement  of all  reasonable
     out-of-pocket expenses incurred in connection with the services rendered by
     it hereunder.

          (b) Any successor  Calculation Agent appointed hereunder shall execute
     and deliver to its predecessor and the Company an instrument accepting such
     appointment  hereunder,  and thereupon  such successor  Calculation  Agent,
     without any further act, deed or  conveyance,  shall become vested with all
     the authority,  rights, powers, trusts,  immunities and obligations of such
     predecessor  with like effect as if  originally  named as such  Calculation
     Agent  hereunder,  and such  predecessor,  upon  payment of its charges and
     disbursements  then unpaid,  shall thereupon become obliged to transfer and
     deliver, and such successor Calculation Agent shall be entitled to receive,
     copies of any relevant records  maintained by such predecessor  Calculation

          (c) Any corporation into which the Calculation Agent may be merged, or
     any corporation with which the Calculation  Agent may be  consolidated,  or
     any corporation  resulting from any merger or consolidation or to which the
     Calculation Agent shall sell or otherwise transfer all or substantially all
     of its corporate trust assets or business shall, to the extent permitted by
     applicable  law, be the successor  Calculation  Agent under this  Agreement
     without the execution or filing of any paper or any further act on the part
     of any of the parties hereto.  Notice of any such merger,  consolidation or
     sale shall forthwith be given to the Company and the Trustee.

     6. Notice.  Any notice required to be given hereunder shall be delivered in
person, sent by letter or telecopy or communicated by telephone (subject, in the
case  of  communication  by  telephone,   to  confirmation   dispatched   within
twenty-four hours by letter or by telecopy), as follows:

                           if to the Company:

                           Qwest Capital Funding, Inc.
                           1801 California Street
                           Denver, Colorado 80202
                           Attention: Yash Rana
                           Telephone:      (303) 992-5109
                           Telecopy:       (303) 992-1476

                           if to the Calculation Agent:

                           The Bank of New York
                           101 Barclay Street, 21W
                           New York, New York 10286
                           Attention: Corporate Trust Division
                           Telephone:        (212) 815-6286
                           Telecopy:         (212) 815-5915

                           if to the Trustee:

                           Bank One Trust Company, National Association
                           One Bank One Plaza
                           Suite 0126
                           Chicago, Illinois 60670-0126
                           Attention: Corporate Trust Services Division

                           and, if to The Depository Trust Company:

                           The Depository Trust Company
                           55 Water Street
                           New York, New York 10004
                           Attention:      Manager Announcements
                                           Dividend Department

or to any other  address of which any party  shall have  notified  the others in
writing as herein provided. Any notice hereunder given by telephone, telecopy or
letter  shall  be  deemed  to  be  received  when  in  the  ordinary  course  of
transmission or post, as the case may be, it would be received.

     7.  Governing  Law. This  Agreement  shall be governed by, and construed in
accordance with, the laws of the State of New York,  without regard to conflicts
of law principles thereof.

     8. Miscellaneous.

          (a) This  Agreement  may be executed by each of the parties  hereto in
     any number of counterparts,  each of which  counterparts,  when so executed
     and delivered,  shall be deemed to be an original and all such counterparts
     shall together constitute one and the same agreement.

          (b) In the event of any conflict relating to the rights or obligations
     of the Calculation Agent in connection with the calculation of the interest
     rate on the Notes,  the relevant terms of this Agreement  shall govern such
     rights and obligations.

          (c) The headings of the sections of this  Agreement have been inserted
     for  convenience  of reference  only and shall not be deemed a part of this

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first above written.

                                     QWEST CAPITAL FUNDING, INC.

                                     By:    /S/ SEAN P. FOLEY
                                     Name:  Sean P. Foley
                                     Title:  Senior Vice President and Treasurer

                                     THE BANK OF NEW YORK,
                                              as Calculation Agent

                                     By:     /S/ VANN K. BROWN
                                     Name:   Vann K. Brown
                                     Title:  Assistant Vice President


                                                                      EXHIBIT A

                                  FORM OF NOTE


                                                                     EXHIBIT A-1

                        FORM OF REGULATION S GLOBAL NOTE