Lumen Technologies, Inc.

EX-4.1 · d20154dex41.htm

EX-4.1
 2
 d20154dex41.htm
 EX-4.1

 Exhibit 4.1

 Qwest Corporation

 as Issuer
 and

 U.S. Bank Trust Company, National Association,

 as Trustee

 INDENTURE
 Dated as
of June 11, 2026

 CERTAIN SECTIONS OF THIS INDENTURE

 RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE,

 OF THE TRUST INDENTURE ACT OF 1939

 Trust Indenture Act Section

 INDENTURE Section

 Section 310(a)(1)

 Section 609

 (a)(2)

 Section 609

 (a)(3)

 Not Applicable

 (a)(4)

 Not Applicable

 (b)

 Section 608

 Section 610

 Section 311(a)

 Section 613

 (b)

 Section 613

 Section 312(a)

 Section 701

 Section 702

 (b)

 Section 702

 (c)

 Section 702

 Section 313(a)

 Section 703

 (b)

 Section 703

 (c)

 Section 703

 (d)

 Section 703

 Section 314(a)

 Section 704

 (a)(4)

 Section 1004

 (b)

 Not Applicable

 (c)(1)

 Section 102

 (c)(2)

 Section 102

 (c)(3)

 Not Applicable

 (d)

 Not Applicable

 (e)

 Section 102

 Section 315(a)

 Section 601

 (b)

 Section 602

 (c)

 Section 601

 (d)

 Section 601

 (e)

 Section 513

 Section 316(a)

 Not Applicable

 (a)(1)(A)

 Section 502, Section 511

 (a)(1)(B)

 Section 512

 (a)(2)

 Not Applicable

 (b)

 Section 508

 (c)

 Section 104

 Section 317(a)(1)

 Section 503

 (a)(2)

 Section 504

 (b)

 Section 1003

 Section 318(a)

 Section 107

 NOTE:
This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Indenture.

 i

 TABLE OF CONTENTS

 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 1

 Section 101.

 Definitions

 1

 Section 102.

 Compliance Certificates and Opinions

 6

 Section 103.

 Form of Documents Delivered to Trustee

 6

 Section 104.

 Acts of Holders; Record Dates

 6

 Section 105.

 Notices, Etc., to Trustee and Company

 8

 Section 106.

 Notice to Holders; Waiver

 8

 Section 107.

 Conflict with Trust Indenture Act

 9

 Section 108.

 Effect of Headings and Table of Contents

 9

 Section 109.

 Successors and Assigns

 9

 Section 110.

 Separability Clause

 9

 Section 111.

 Benefits of Indenture

 9

 Section 112.

 Governing Law

 9

 Section 113.

 Legal Holidays

 9

 Section 114.

 No Recourse Against Others

 10

 Section 115.

 WAIVER OF JURY TRIAL

 10

 Section 116.

 Submission to Jurisdiction

 10

 Section 117.

 Electronic Signatures

 10

 ARTICLE II SECURITY FORMS

 10

 Section 201.

 Forms Generally

 10

 Section 202.

 Form of Legend for Global Securities

 11

 Section 203.

 Form of Trustee’s Certificate of Authentication

 11

 ARTICLE III THE SECURITIES

 12

 Section 301.

 Amount Unlimited; Issuable in Series

 12

 Section 302.

 Denominations

 14

 Section 303.

 Execution, Authentication, Delivery and Dating

 14

 Section 304.

 Temporary Securities

 15

 Section 305.

 Registration, Registration of Transfer and Exchange

 16

 Section 306.

 Mutilated, Destroyed, Lost and Stolen Securities

 17

 Section 307.

 Payment of Interest; Interest Rights Preserved

 18

 Section 308.

 Persons Deemed Owners

 18

 Section 309.

 Cancellation

 19

 Section 310.

 Computation of Interest

 19

 Section 311.

 CUSIP Numbers

 19

 Section 312.

 Original Issue Discount

 19

 ARTICLE IV SATISFACTION AND DISCHARGE

 19

 Section 401.

 Satisfaction and Discharge of Indenture

 19

 Section 402.

 Application of Trust Money

 20

 ARTICLE V REMEDIES

 20

 Section 501.

 Events of Default

 20

 Section 502.

 Acceleration of Maturity; Rescission and Annulment

 21

 Section 503.

 Collection of Indebtedness and Suits for Enforcement by Trustee

 22

 ii

 Section 504.

 Trustee May File Proofs of Claim

 23

 Section 505.

 Trustee May Enforce Claims Without Possession of Securities

 23

 Section 506.

 Application of Money Collected

 23

 Section 507.

 Limitation on Suits

 23

 Section 508.

 Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert Securities

 24

 Section 509.

 Rights and Remedies Cumulative

 24

 Section 510.

 Delay or Omission Not Waiver

 24

 Section 511.

 Control by Holders

 24

 Section 512.

 Waiver of Past Defaults

 25

 Section 513.

 Undertaking for Costs

 25

 Section 514.

 Waiver of Usury, Stay or Extension Laws

 25

 Section 515.

 Restoration of Rights and Remedies

 25

 ARTICLE VI THE TRUSTEE

 25

 Section 601.

 Certain Duties and Responsibilities of Trustee

 25

 Section 602.

 Notice of Defaults

 26

 Section 603.

 Certain Rights of Trustee

 26

 Section 604.

 Not Responsible for Recitals or Issuance of Securities

 27

 Section 605.

 May Hold Securities

 28

 Section 606.

 Money Held in Trust

 28

 Section 607.

 Compensation and Reimbursement

 28

 Section 608.

 Conflicting Interests

 28

 Section 609.

 Corporate Trustee Required; Eligibility

 29

 Section 610.

 Resignation and Removal; Appointment of Successor

 29

 Section 611.

 Acceptance of Appointment by Successor

 30

 Section 612.

 Merger, Conversion, Consolidation or Succession to Business

 30

 Section 613.

 Preferential Collection of Claims Against Company

 31

 Section 614.

 Appointment of Authenticating Agent

 31

 ARTICLE VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

 32

 Section 701.

 Company to Furnish Trustee Names and Addresses of Holders

 32

 Section 702.

 Preservation of Information; Communications to Holders

 32

 Section 703.

 Reports by Trustee

 32

 Section 704.

 Reports by Company

 33

 ARTICLE VIII CONSOLIDATION, MERGER AND SALE OF ASSETS

 33

 Section 801.

 Company May Merge or Transfer Assets Only on Certain Terms

 33

 Section 802.

 Successor Corporation Substituted

 33

 ARTICLE IX SUPPLEMENTAL INDENTURES

 34

 Section 901.

 Supplemental Indentures Without Consent of Holders

 34

 Section 902.

 Supplemental Indentures With Consent of Holders

 35

 Section 903.

 Execution of Supplemental Indentures

 36

 Section 904.

 Effect of Supplemental Indentures

 36

 Section 905.

 Conformity with Trust Indenture Act

 36

 Section 906.

 Reference in Securities to Supplemental Indentures

 36

 ARTICLE X COVENANTS

 36

 Section 1001.

 Payment of Principal, Premium, if any, and Interest

 36

 iii

 Section 1002.

 Maintenance of Office or Agency

 37

 Section 1003.

 Money for Securities Payments to Be Held in Trust

 37

 Section 1004.

 Statement by Officers as to Default

 38

 Section 1005.

 Waiver of Certain Covenants

 38

 ARTICLE XI REDEMPTION OF SECURITIES

 38

 Section 1101.

 Applicability of Article

 38

 Section 1102.

 Election to Redeem; Notice to Trustee

 38

 Section 1103.

 Selection by Trustee of Securities to Be Redeemed

 38

 Section 1104.

 Notice of Redemption

 39

 Section 1105.

 Deposit of Redemption Price

 40

 Section 1106.

 Securities Payable on Redemption Date

 40

 Section 1107.

 Securities Redeemed in Part

 40

 ARTICLE XII SINKING FUNDS

 41

 Section 1201.

 Applicability of Article

 41

 Section 1202.

 Satisfaction of Sinking Fund Payments with Securities

 41

 Section 1203.

 Redemption of Securities for Sinking Fund

 41

 ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE

 41

 Section 1301.

 Company’s Option to Effect Defeasance or Covenant Defeasance

 41

 Section 1302.

 Defeasance and Discharge

 42

 Section 1303.

 Covenant Defeasance

 42

 Section 1304.

 Conditions to Defeasance or Covenant Defeasance

 42

 Section 1305.

 Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions

 43

 Section 1306.

 Reinstatement

 44

 ARTICLE XIV REPAYMENT AT THE OPTION OF HOLDERS

 44

 Section 1401.

 Applicability of Article

 44

 Section 1402.

 Repayment of Securities

 44

 Section 1403.

 Exercise of Option

 45

 Section 1404.

 When Securities Presented for Repayment Become Due and Payable

 45

 Section 1405.

 Securities Repaid in Part

 45

 iv

 INDENTURE, dated as of June 11, 2026, between Qwest Corporation, a corporation duly
organized and existing under the laws of the State of Colorado (herein called the “ Company ”), and U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the
United States, as Trustee (herein called the “ Trustee ”).
 RECITALS OF THE COMPANY

 The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debt
securities (herein called the “ Securities ”), to be issued in one or more series as in this Indenture provided.
 All
things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.
 NOW, THEREFORE,
THIS INDENTURE WITNESSETH:
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is
mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:
 ARTICLE
I
 DEFINITIONS AND OTHER PROVISIONS

 OF GENERAL APPLICATION
 Section 101.
 Definitions .
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

 (1)
 the terms defined in this Article I have the meanings assigned to them in this Article I and include the plural
as well as the singular;

 (2)
 all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them therein;

 (3)
 all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

 (4)
 unless the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this Indenture;

 (5)
 the words “herein,” “hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

 (6)
 “including” means including without limitation;

 (7)
 “or” is inclusive;

 (8)
 references to statutes are to be construed as including all statutory provisions consolidating, amending or
replacing the statute referred to;

 (9)
 when used with respect to any Security, the words “convert,” “converted” and
“conversion” are intended to refer to the right of the Holder or the Company to convert or exchange such Security into or for securities or other property in accordance with such terms, if any, as may hereafter be specified for such
Security as contemplated by Section 301, and these words are not intended to refer to any right of the Holder or the Company to exchange such Security for other Securities of the same series and like tenor pursuant to Section 304,
Section 305, Section 306, Section 906 or Section 1107 or another similar provisions of this Indenture, unless the context otherwise requires; and references herein to the terms of any Security that may be converted mean such
terms as may be specified for such Security as contemplated in Section 301; and

 (10)
 unless otherwise provided, references to agreements and other instruments shall be deemed to include all
amendments and other modifications to such agreements and instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Indenture.

 “ Act ,” when used with respect to any Holder, has the meaning specified in Section 104.

 “ Affiliate ” means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.
 “ Applicable Procedures ” means, with respect to a Depositary, as to any matter at any time, the
policies and procedures of such Depositary, if any, that are applicable to such matter at such time.
 “ Authenticating
Agent ” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series.

 “ Bankruptcy Law ” has the meaning specified in Section 501.

 “ Board of Directors ” means either the Board of Directors of the Company or any duly authorized committee of that Board of
Directors.
 “ Board Resolution ” means a copy of one or more resolutions certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee.

 “ Business Day ” means, when used with respect to any Place of Payment, unless otherwise specified as contemplated by
Section 301, any day, other than a Saturday or Sunday, which is not a day on which banking institutions are authorized or obligated by law or executive order to close in that Place of Payment.

 “ Commission ” means the U.S. Securities and Exchange Commission, from time to time constituted, created under the Exchange
Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

 “ Company ” means the Person named as the “Company” in the first paragraph of this Indenture until a successor
Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

 “ Company Request ” or “ Company Order ” means a written request or order signed in the name of the Company
by an Officer of the Company (or any Person designated in writing by an Officer of the Company as authorized to execute and deliver Company Requests and Company Orders), and delivered to the Trustee.

 “ Corporate Trust Office ” means the principal office of the Trustee at which, at any particular time, its corporate trust
business shall be conducted (which office is located as of the date of this Indenture at U.S. Bank Trust Company, National Association, Enterprise Park Stapleton, 10035 E 40 th Ave, Denver, CO
80238, Qwest Corporation, or at any other time at such other address as the Trustee may designate from time to time by notice to the Holders).

 “ Covenant Defeasance ” has the meaning specified in Section 1303.

 “ Custodian ” has the meaning specified in Section 501.

 “ Default ” means any event which is, or after notice or passage of time or both would be, an Event of Default.

 “ Default Direction ” means a Noteholder Direction relating to a notice of default.

 “ Defaulted Interest ” has the meaning specified in Section 307.

 2

 “ Defeasance ” has the meaning specified in Section 1302.

 “ Depositary ” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301.

 “ Derivative Instrument” with respect to a person, means any contract, instrument or other right to receive payment or
delivery of cash or other assets to which such person or any affiliate of such person that is acting in concert with such person in connection with such person’s investment in the Securities (other than a Screened Affiliate) is a party
(whether or not requiring further performance by such person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the Performance References.

 “ Directing Holder ” means any one or more holders providing a Noteholder Direction.

 “ Event of Default ” has the meaning specified in Section 501.

 “ Exchange Act ” means the U.S. Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended
from time to time.
 “ Expiration Date ” has the meaning specified in Section 104.

 “ GAAP ” means generally accepted accounting principles in the United States as in effect from time to time.

 “ Global Security ” means a Security that evidences all or part of the Securities of any series and bears the legend set
forth in Section 202 (or such legend as may be specified as contemplated by Section 301 for such Securities).

 “ Holder ” means a Person in whose name a Security is registered in the Security Register.

 “ Indenture ” means this instrument as originally executed and as it may from time to time be supplemented or amended by one
or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301.

 “ interest ” means, when used with respect to an Original Issue Discount Security which by its terms bears interest only
after Maturity, interest payable after Maturity.
 “ Interest Payment Date ” means, when used with respect to any
Security, the Stated Maturity of an installment of interest on such Security.
 “ Internal Revenue Code ” means the U.S.
Internal Revenue Code of 1986, as amended from time to time.
 “ Long Derivative Instrument ” means a Derivative
Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases,
and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

 “ Maturity ” means, when used with respect to any Security, the date on which the principal of such Security or an
installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

 “ Net Short ” means with respect to a holder or beneficial owner, as of a date of determination, either (i) the value of
its Short Derivative Instruments exceeds the sum of the (x) the value of its Securities plus (y) the value of its Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been
the case were a failure to pay or bankruptcy credit event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Company immediately prior to such date of determination.

 “ Noteholder Direction ” means any notice of default, notice of acceleration or instruction to the Trustee to provide a
notice of default, notice of acceleration or take any other action.
 “ Notice of Default ” means a written notice of the
kind specified in Section 501.
 “ Officer ” means the Chief Executive Officer, the Chief Financial Officer, the
Corporate Treasurer, the Assistant Treasurer, the General Counsel and Secretary, or any Assistant Secretary of the Company.

 “ Officer’s Certificate ” means a certificate signed by an Officer of the Company (or any Person designated in writing
by an Officer of the Company as authorized to execute and deliver Officer’s Certificates) and delivered to the Trustee.

 “ Opinion of Counsel ” means a written opinion of counsel (who may be counsel for the Company) and which shall be reasonably
acceptable to the Trustee. The counsel may be an employee of the Company. Opinions of Counsel required to be delivered under this Indenture may have qualifications customary for opinions of the type required.

 3

 “ Original Issue Discount Security ” means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

 “ Outstanding ” means, when used with respect to Securities, as of the date of determination, all Securities theretofore
authenticated and delivered under this Indenture, except:

 (1)
 Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

 (2)
 Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

 (3)
 Securities as to which Defeasance has been effected pursuant to Section 1302;

 (4)
 Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other
Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid obligations of the Company; and

 (5)
 Securities as to which any property deliverable upon conversion thereof has been delivered (or such delivery
has been made available), or as to which any other particular conditions have been satisfied, in each case as may be provided for such Securities as contemplated in Section 301;

 provided , however , that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or
taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount
of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a
Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated
in one or more foreign currencies, composite currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the
principal amount of such Security (or, in the case of a Security described in clause (A) or (B) above, of the amount determined as provided in such clause), and (D) Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor.
 “ Paying Agent ” means any Person authorized by the Company to pay the principal of or premium, if
any, or interest on any Securities on behalf of the Company. The Company initially authorizes and appoints the Trustee as the Paying Agent for each series of the Securities.

 “ Performance References ” means the value and/or performance of the notes and/or the creditworthiness of the Company.

 “ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.

 “ Place of Payment ” means, when used with respect to the Securities of any series, the place or places where the principal
of and premium, if any, and interest on the Securities of such series are payable as specified as contemplated by Section 301.

 “ Position Representation ” means a written representation from each Directing Holder to us and the Trustee that such holder
is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short.

 “ Predecessor Security ” means, with respect to any particular Security, every previous Security evidencing all or a portion
of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.
 “ Redemption Date ”
means, when used with respect to any Security to be redeemed, the date fixed for such redemption by or pursuant to this Indenture.

 4

 “ Redemption Price ” means, when used with respect to any Security to be
redeemed, the price at which it is to be redeemed pursuant to this Indenture.
 “ Regular Record Date ” means, for the
interest payable on any Interest Payment Date on the Securities of any series, the date specified for that purpose as contemplated by Section 301.

 “ Repayment Date ” means, with used with respect to a Security to be repaid at the option of a Holder, the date fixed for
such repayment by or pursuant to this Indenture.
 “ Responsible Officer ” means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, senior associate, associate, trust officer or any other officer associated with the corporate trust
department of the Trustee customarily performing functions similar to those performed by any of the above designated officers who shall have direct responsibility for the administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

 “ Screened Affiliate ” means any affiliate of a holder (i) that makes investment decisions independently from such
holder and any other affiliate of such holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such holder and any other affiliate of such holder that is not a Screened Affiliate and such
screens prohibit the sharing of information with respect to the Company or its subsidiaries, (iii) whose investment policies are not directed by such holder or any other affiliate of such holder that is acting in concert with such holder in
connection with its investment in the notes, and (iv) whose investment decisions are not influenced by the investment decisions of such holder or any other affiliate of such holder that is acting in concert with such holders in connection with
its investment in the notes.
 “ Securities ” has the meaning specified in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture.
 “ Securities Act ” means the U.S.
Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.
 “ Security
Register ” and “ Security Registrar ” have the respective meanings specified in Section 305.

 “ Short Derivative Instrument ” means a Derivative Instrument (i) the value of which generally decreases, and/or the
payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease,
with negative changes to the Performance References.
 “ Special Record Date ” means, for the payment of any Defaulted
Interest, a date fixed by the Trustee pursuant to Section 307.
 “ Stated Maturity ” means, when used with respect to
any Security or any installment of principal thereof or interest thereon, the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

 “ Subsidiary ” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly,
by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

 “ Successor ” has the meaning specified in Section 801.

 “ Trust Indenture Act ” means the U.S. Trust Indenture Act of 1939 as in force at the date as of which this Indenture was
executed; provided , however , that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended.
 “ Trustee ” means the Person named as the “Trustee” in the first paragraph of this Indenture until
a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one
such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

 “ U.S. Government Obligation ” has the meaning specified in Section 1304(1).

 “ Verification Covenant ” means a covenant by a Directing Holder to provide us with such other information as we may
reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five business days of request therefor.

 “ Vice President ” means, when used with respect to the Company or the Trustee, any vice president, whether or not designated
by a number or a word or words added before or after the title “vice president.”

 5

 Section 102. Compliance Certificates and Opinions .

 Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to
such particular application or request, no additional certificate or opinion need be furnished by the Company; provided that no such Opinion of Counsel or Officer’s Certificate shall be required to be delivered in connection with any action
taken under any provision of this Indenture as of the date hereof.
 Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates provided for in Section 1004) shall include:

 (1)
 a statement that each individual signing such certificate or opinion has read such covenant or condition and
the definitions herein relating thereto;

 (2)
 a brief statement as to the nature and scope of the examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;

 (3)
 a statement that, in the opinion of each such individual, he or she has made such examination or investigation
as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

 (4)
 a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied
with.

 Section 103. Form of Documents Delivered to Trustee .

 In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.
 Any
certificate or opinion of an Officer (or any Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such Officer (or any such Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which such
 Officer’s (or such Person’s)
certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers of the Company (or any
Person or Persons designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Counsel delivering an Opinion of Counsel may also rely as to factual matters on certificates of
governmental or other officials customary for opinions of the type required.
 Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

 Section 104. Acts of Holders; Record Dates .

 Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “ Act ” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and, subject to Section 601, conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 104.

 6

 The fact and date of the execution by any Person of any such instrument or writing may be
proved in any manner which the Trustee reasonably deems sufficient. Where such execution is by a Person acting in a capacity other than such Person’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of
such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

 The ownership of Securities shall be proved by the Security Register.

 Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future
Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such Security.
 The Company may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given,
made or taken by Holders of Securities of such series; provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action,
whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite
principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the
proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Sections 105 and 106.

 The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to
join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction
referred to in Section 511, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the
Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth
in Sections 105 and 106.

 7

 With respect to any record date set pursuant to this Section 104, the party hereto
which sets such record dates may designate any day as the “ Expiration Date ” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of
the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section 104, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided in this paragraph.
 Without limiting the foregoing, a
Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant
to such appointment with regard to all or any part of such principal amount.
 Section 105. Notices, Etc., to Trustee and Company .

 Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

 (1)
 the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing (which may be by electronic delivery) to or with the Trustee at its Corporate Trust Office at the location specified in Section 101; or

 (2)
 the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise
herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to the attention of the Secretary of the Company at the address of the Company’s principal office specified in writing to the Trustee by
the Company and, until further notice, at Qwest Corporation, 100 CenturyLink Drive, Monroe, Louisiana 71203, Attention: Treasury department.

 The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given
pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized
Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the
Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the
Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to
the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible
to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or
indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising
out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully
informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that
the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee
immediately upon learning of any compromise or unauthorized use of the security procedures. “Electronic Means” shall mean the following communications methods: e-mail, secure electronic
transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

 Section 106. Notice to Holders; Waiver .

 Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at such Holder’s address as it appears in the Security Register, not later than the latest date, if any, and not earlier than the earliest
date, if any, prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. Any notice when mailed to a Holder in the aforesaid manner shall be conclusively deemed to have been received by such Holder whether or not actually received by such Holder. Where this Indenture provides
for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
 In case
by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder.

 8

 Where this Indenture provides for notice of any event to a Holder of a Global Security, such
notice shall be sufficiently given if given to the Depositary for such Security (or its designee), pursuant to the Applicable Procedures of the Depositary, not later than the latest date, if any, and not earlier than the earliest date, if any,
prescribed for the giving of such notice.
 Section 107. Conflict with Trust Indenture Act .

 If any provision of this Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act
to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case may be.
 Section 108. Effect of Headings and Table of
Contents .
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.
 Section 109. Successors and Assigns .

 All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not. All
agreements of the Trustee in this Indenture shall bind its successors and assigns, whether so expressed or not.
 Section 110. Separability
Clause .
 In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 Section 111. Benefits of
Indenture .
 Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto
and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.
 Section 112.
 Governing Law .
 This Indenture and the Securities shall be governed by, and construed in accordance with, the law of the State of
New York.
 Section 113. Legal Holidays .

 In any case where any Interest Payment Date, Redemption Date, Repayment Date or Stated Maturity of any Security, or any date on which a Holder
has the right to convert such Holder’s Security, shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically
states that such provision shall apply in lieu of this Section 113)) payment of principal and premium, if any, or interest, or the Redemption Price or conversion of such Security, shall not be made at such Place of Payment on such date, but
shall be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date or Repayment Date, or at the Stated Maturity, or on such conversion date.

 9

 No interest shall accrue for the period from and after any such Interest Payment Date,
Redemption Date, Repayment Date, Stated Maturity or conversion date, as the case may be, to the date of such payment.
 Section 114. No Recourse
Against Others .
 No recourse shall be had for the payment of principal of, or premium, if any, or interest, if any, on any Security of
any series, or for any claim based thereon, or upon any obligation, covenant or agreement of this Indenture, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or any successor corporation of
the Company, either directly or indirectly through the Company or any successor corporation of the Company, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment of penalty or otherwise; it being
expressly agreed and understood that this Indenture and all the Securities of each series are solely corporate obligations, and that no personal liability whatsoever shall attach to, or is incurred by, any incorporator, shareholder, officer or
director, past, present or future, of the Company or of any successor corporation of the Company, either directly or indirectly through the Company or any successor corporation of the Company, because of the incurring of the indebtedness hereby
authorized or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any of the Securities of any series, or to be implied herefrom or therefrom; and that all such personal liability is hereby
expressly released and waived as a condition of, and as part of the consideration for, the execution of this Indenture and the issuance of the Securities of each series.

 Section 115. WAIVER OF JURY TRIAL .

 EACH OF THE COMPANY, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING AS BETWEEN THE COMPANY AND THE TRUSTEE ONLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.

 Section 116. Submission to Jurisdiction .

 The Company hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of
New York or any federal court sitting in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Indenture and the Securities, and irrevocably accepts for itself and in respect
of its property, generally and unconditionally, jurisdiction of the aforesaid courts.
 Section 117. Electronic Signatures.

 The words “execution”, “signed”, “signature”, “delivery” and words of like import in or
relating to this Indenture and/or any document, notice, instrument or certificate to be signed and/or delivered in connection with this Indenture and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined
below), electronic deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or
accept such contract or record.
 ARTICLE II

 SECURITY FORMS
 Section 201. Forms
Generally .
 The Securities of each series shall be in substantially such form or forms as shall be established by or pursuant to a
Board Resolution or, subject to Section 303, set forth in, or determined in the manner provided in, an Officer’s Certificate pursuant to a Board Resolution, or in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be
required to comply with applicable tax laws or the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the Officer (or any Person designated in writing by an Officer of the Company as authorized
to execute and deliver the Securities) executing such Securities, as evidenced by his or her execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such
Securities. If all of the Securities of any series established by action taken pursuant to a Board Resolution are not to be issued at one time, it shall not be necessary to deliver a record of such action at the time of issuance of each Security of
such series, but an appropriate record of such action shall be delivered at or before the time of issuance of the first Security of such series.

 10

 The definitive Securities shall be printed, lithographed or engraved or may be produced in
any other manner, all as determined by the Officer (or any Person designated in writing by an Officer of the Company as authorized to execute and deliver the Securities) executing such Securities, as evidenced by his or her execution of such
Securities.
 Section 202. Form of Legend for Global Securities .

 Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby or as required by Applicable Procedures,
every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:
 [ Insert, if
applicable — UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“ DTC ”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.]

 [ Insert, if applicable — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]
 Section 203. Form of Trustee’s
Certificate of Authentication .
 The Trustee’s certificates of authentication shall be in substantially the following form:

 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 Dated:

 U.S. Bank Trust Company, National Association,

 as Trustee

 By:

 Authorized Signatory

 11

 ARTICLE III

 THE SECURITIES
 Section 301.
 Amount Unlimited; Issuable in Series .
 The aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.
 The Securities may be issued in one or more series. There shall be established in or pursuant to (a) a
Board Resolution or pursuant to authority granted by a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officer’s Certificate, or (b) one or more indentures supplemental hereto,
prior to the issuance of Securities of any series:

 (1)
 the title of the Securities of the series (which shall distinguish the Securities of the series from Securities
of any other series);

 (2)
 the limit, if any, on the aggregate principal amount of the Securities of the series which may be authenticated
and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, Section 305,
Section 306, Section 906, Section 1107 or Section 1405 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); provided , however , that
the authorized aggregate principal amount of such series may from time to time be increased above such amount by a Board Resolution to such effect;

 (3)
 the price or prices at which the Securities will be sold;

 (4)
 the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

 (5)
 the date or dates on which the principal and premium, if any, of any Securities of the series is payable or the
method used to determine or extend those dates;

 (6)
 the rate or rates at which any Securities of the series shall bear interest, if any, or the method by which
such rate or rates shall be determined, the date or dates from which any such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which any such interest shall be payable and the
Regular Record Date, if any, for any such interest payable on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months, the right, if any, to extend or defer interest payments and the duration of such extension or deferral;

 (7)
 the place or places where the principal of and any premium and interest on any Securities of the series shall
be payable, the place or places where the Securities of such series may be presented for registration of transfer or exchange, the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be
made and the manner in which any payment may be made;

 (8)
 the period or periods within which or the date or dates on which, the price or prices at which, the currency or
currency units in which, and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the
Company to redeem the Securities shall be evidenced;

 (9)
 the obligation or the right, if any, of the Company to redeem or purchase any Securities of the series pursuant
to any sinking fund, amortization or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which, the currency or currency units in which, and the terms and conditions upon which
any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

 (10)
 if other than denominations of $25 and any integral multiple of $25 in excess thereof, the denominations in
which any Securities of the series shall be issuable;

 (11)
 if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;

 12

 (12)
 if the amount of principal of or premium, if any, or interest on any Securities of the series may be determined
with reference to a financial or economic measure or index or pursuant to a formula, the manner in which such amounts shall be determined;

 (13)
 if other than the currency of the United States of America, the currency, currencies or currency units in which
the principal of or premium, if any, or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the
definition of “ Outstanding ” in Section 101;

 (14)
 if the principal of or premium, if any, or interest on any Securities of the series is to be payable, at the
election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or premium,
if any, or interest on such Securities as to which such election is made shall be payable, the periods within which or the dates on which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in
which such amount shall be determined);

 (15)
 if the provisions of Section 401 relating to the satisfaction and discharge of this Indenture shall apply
to the Securities of that series; or if provisions for the satisfaction and discharge of this Indenture other than as set forth in Section 401 shall apply to the Securities of that series;

 (16)
 if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the
series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion shall be determined;

 (17)
 if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable
as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall
be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall
be determined);

 (18)
 if other than by a Board Resolution, the manner in which any election by the Company to defease any Securities
of the series pursuant to Section 1302 or Section 1303 shall be evidenced; whether any Securities of the series other than Securities denominated in U.S. dollars and bearing interest at a fixed rate are to be subject to Section 1302
or Section 1303; or, in the case of Securities denominated in U.S. dollars and bearing interest at a fixed rate, if applicable, that the Securities of the series, in whole or any specified part, shall not be defeasible pursuant to
Section 1302 or Section 1303 or both such Sections;

 (19)
 if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or
more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 202 and
any circumstances in addition to or in lieu of those set forth in clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such
Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

 (20)
 any addition to, deletion from or change in the Events of Default which applies to any Securities of the series
and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;

 (21)
 any addition to, deletion from or change in the covenants set forth in Article X which applies to Securities of
the series;

 (22)
 the terms of any right to convert or exchange Securities of such series into any other securities or property
of the Company or of any other corporation or Person, and the additions or changes, if any, to this Indenture with respect to the Securities of such series to permit or facilitate such conversion or exchange;

 13

 (23)
 whether the Securities of the series will be guaranteed by any Person or Persons and, if so, the identity of
such Person or Persons, the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such guarantees may be subordinated to other indebtedness of the respective guarantors;

 (24)
 whether the Securities of the series will be subordinated to any other indebtedness of the Company and, if so,
the terms of such subordination;

 (25)
 whether the Securities of the series will be secured by any collateral and, if so, the terms and conditions
upon which such Securities shall be secured and, if applicable, upon which such liens may be subordinated to other liens securing other indebtedness of the Company or any guarantor;

 (26)
 whether the Securities will be issued in a transaction registered under the Securities Act and any restriction
or condition on the transferability of the Securities of such series;

 (27)
 the exchanges, if any, on which the Securities may be listed; and

 (28)
 any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture,
except as permitted by Section 901).

 All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above or pursuant to authority granted by one or more Board Resolutions and, subject to Section 303, set forth, or determined in the
manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. All Securities of any one series need not be issued at one time and, unless otherwise provided in or pursuant to the Board Resolution
referred to above and, subject to Section 303, set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or pursuant to authority granted by one or more Board Resolutions or in any such indenture
supplemental hereto with respect to a series of Securities, additional Securities of a series may be issued, at the option of the Company, without the consent of any Holder, at any time and from time to time.

 If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting forth the terms of the series.

 Section 302. Denominations .
 The
Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the
Securities of any series, the Securities of such series shall be issuable in denominations of $25 and any integral multiple of $25 in excess thereof.

 Section 303. Execution, Authentication, Delivery and Dating .

 The Securities shall be executed on behalf of the Company by an Officer of the Company (or any Person designated in writing by an Officer of
the Company as authorized to execute and deliver the Securities). The signature of any of these officers on the Securities may be manual or electronic signature.

 Securities bearing the manual or electronic signatures of individuals who were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

 At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with an Officer’s Certificate and a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall
authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions or pursuant to authority granted by one or more Board Resolutions as permitted by
Section 201 and Section 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be provided with, and, subject to Section 601, shall
be fully protected in relying upon, an Opinion of Counsel stating,

 (1)
 if the form of such Securities has been established by or pursuant to Board Resolution or pursuant to authority
granted by one or more Board Resolutions as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture;

 14

 (2)
 if the terms of such Securities have been established by or pursuant to Board Resolution or pursuant to
authority granted by one or more Board Resolutions as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture; and

 (3)
 that such Securities, when authenticated by the Trustee and issued and delivered by the Company in the manner
and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to (i) the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles and (iii) an implied covenant of good faith and fair dealing.

 If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if
the issue of such Securities pursuant to this Indenture will materially adversely affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.
 Notwithstanding the provisions of Section 301 and of the preceding paragraph of this Section 303, if all Securities of
a series are not to be originally issued at one time, including in the event that the aggregate principal amount of a series of Outstanding Securities is increased as contemplated by Section 301, it shall not be necessary to deliver the
Officer’s Certificate, Board Resolution or supplemental indenture otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 303 at or prior to the
authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

 Each Security shall be dated the date of its authentication.

 No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual or electronic signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security
to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

 Section 304. Temporary Securities .

 Pending the preparation of definitive Securities of any series, the Company may execute, and, upon Company Order, the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities of such series in lieu of which
they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

 If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at
the office or agency of the Company in a Place of Payment for such series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in
all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.

 15

 Section 305. Registration, Registration of Transfer and Exchange .

 The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “ Security Register ”) in which, subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “ Security Registrar ” for the purpose of registering Securities and transfers of Securities as herein provided.

 Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for such
series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and
principal amount.
 At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any
authorized denominations and of like tenor and principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.
 All Securities issued upon any
registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or
exchange.
 Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or
the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing.

 No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, Section 906, Section 1107 or
Section 1405 not involving any transfer.
 If the Securities of any series (or of any series and specified tenor) are to be redeemed
in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of such series (or of such series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days
before the day of the sending of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such sending, or (B) to register the transfer of or exchange any
Security so selected for redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.
 The
provisions of clauses (1), (2), (3) and (4) of this paragraph shall apply only to Global Securities:

 (1)
 Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary
designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

 (2)
 Notwithstanding any other provision in this Indenture, and subject to such applicable provisions, if any, as
may be specified as contemplated by Section 301, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than
the Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified the Company that it is unwilling or unable or no longer permitted under applicable law to continue as Depositary for such Global Security,
(B) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (C) the Company so directs the Trustee by a Company Order or (D) there shall exist such circumstances, if any, in addition to or
in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.

 16

 (3)
 Subject to clause (2) above, and subject to such applicable provisions, if any, as may be specified as
contemplated by Section 301, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.

 (4)
 Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of,
a Global Security or any portion thereof, whether pursuant to this Section 305, Section 304, Section 306, Section 906, Section 1107 or Section 1405 or otherwise, shall be authenticated and delivered in the form of, and
shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

 The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with
the express requirements hereof.
 Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or
not taken by the Depositary.
 Section 306. Mutilated, Destroyed, Lost and Stolen Securities .

 If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding and shall cancel and dispose of such mutilated security in accordance with its customary procedures.

 If there shall be delivered to the Company and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any
Security and (2) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona
fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding.
 In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and
payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.
 Upon the issuance of any new Security
under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel to the
Company and the fees and expenses of the Trustee and its counsel) connected therewith.
 Every new Security of any series issued pursuant
to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series duly issued hereunder.

 The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

 17

 Section 307. Payment of Interest; Interest Rights Preserved .

 Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for
such interest.
 Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called “ Defaulted Interest ”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (1) or (2) below:

 (1)
 The Company may elect to make payment of any Defaulted Interest payable on Securities of a series to the
Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee in consultation with the Company shall fix a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of
such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the
manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be
paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

 (2)
 The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful
manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

 Subject to the foregoing
provisions of this Section 307, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.
 In the case of any Security which is converted after any Regular Record Date and on or prior to the next
succeeding Interest Payment Date (other than any Security whose Maturity is prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion, and such interest (whether or not punctually paid or made available for payment) shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on such Regular
Record Date. Except as otherwise expressly provided in the immediately preceding sentence, in the case of any Security which is converted, interest whose Stated Maturity is after the date of conversion of such Security shall not be payable.
Notwithstanding the foregoing, the terms of any Security that may be converted may provide that the provisions of this paragraph do not apply, or apply with such additions, changes or omissions as may be provided thereby, to such Security.

 Section 308. Persons Deemed Owners .

 Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and premium, if any, and, subject to Section 307, any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

 18

 Section 309. Cancellation .

 All Securities surrendered for payment, redemption, registration of transfer or exchange or conversion or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 309, except as
expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of in accordance with its customary procedures. The Trustee shall provide the Company a list of all Securities that have been cancelled from time
to time as requested by the Company.
 Section 310. Computation of Interest .

 Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months.

 Section 311. CUSIP Numbers .
 The
Company in issuing any series of the Securities may use “CUSIP” or “ISIN” numbers and/or other similar numbers, if then generally in use, and thereafter with respect to such series, the Trustee may use such numbers in any
notice of redemption with respect to such series; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities of such series or as contained in any notice of
a redemption and that reliance may be placed only on the other identification numbers printed on the Securities of such series, and any such redemption shall not be affected by any defect in or omission of such numbers.

 Section 312. Original Issue Discount .

 If any of the Securities is an Original Issue Discount Security, the Company shall file with the Trustee promptly at the end of each calendar
year (1) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on such Outstanding Original Issue Discount Securities as of the end of such year and (2) such other specific
information relating to such original issue discount as may then be relevant under the Internal Revenue Code.
 ARTICLE IV

 SATISFACTION AND DISCHARGE

 Section 401. Satisfaction and Discharge of Indenture .

 This Indenture shall, upon Company Request, cease to be of further effect with respect to any series of Securities specified in such Company
Request (except as to any surviving rights of registration of transfer or exchange of Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when:

 (1)
 either

 (A)
 all Securities of such series theretofore authenticated and delivered (other than (i) Securities which
have been mutilated, destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the
Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

 19

 (B)
 all such Securities of such series not theretofore delivered to the Trustee for cancellation

 (i)
 have become due and payable, or

 (ii)
 will become due and payable at their Stated Maturity within one year of the date of deposit, or

 (iii)
 are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such
purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and premium, if any, and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

 (2)
 the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

 (3)
 the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with.

 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such
satisfaction and discharge.
 Section 402. Application of Trust Money .

 Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall
be held in trust and applied by it, in accordance with the provisions of the applicable series of Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of the principal and premium, if any, and interest for whose payment such money has been deposited with the Trustee. All money deposited with the Trustee pursuant to Section 401 (and
held by it or any Paying Agent) for the payment of Securities subsequently converted into other property shall be returned to the Company upon Company Request. The Company may direct by a Company Order the investment of any money deposited with the
Trustee pursuant to Section 401, without distinction between principal and income, in (1) United States Treasury securities with a maturity of one year or less or (2) a money market fund that invests solely in short-term United States
Treasury securities (including money market funds for which the Trustee or an affiliate of the Trustee serves as investment advisor, administrator, shareholder, servicing agent and/or custodian or
 sub-custodian, notwithstanding that (a) the Trustee charges and collects fees and expenses from such funds for services rendered and (b) the Trustee charges and collects fees and expenses for
services rendered pursuant to this Indenture at any time) and from time to time the Company may direct the reinvestment of all or a portion of such money in other securities or funds meeting the criteria specified in clause (1) or (2) of
this Section 402.
 ARTICLE V

 REMEDIES
 Section 501. Events of
Default .
 Except as may be otherwise provided pursuant to Section 301 for Securities of any series, an “ Event of
Default ” means, whenever used herein or in a Security issued hereunder with respect to Securities of any series, any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

 (1) failure by the Company for 30 Business Days to pay interest on the Security of such series when due;

 20

 (2) failure of the Company to pay principal of (or premium, if any, on) the
Security of such series when due (whether at maturity, upon redemption, by declaration or otherwise) or to make any sinking or analogous fund payment with respect to that series unless caused solely by a wire transfer malfunction or similar problem
outside the Company’s control;
 (3) failure of the Company to observe or perform any other covenant applicable to
such series of Security for 60 days after written notice with respect thereto by the Trustee or to the Company and the Trustee by the Holders of at least 30% of the aggregate principal amount of such series of Securities then outstanding; provided
that a notice of default may not be given with respect to any action taken, and reported publicly or to the Holders, more than two years prior to such notice of default;

 (4) the Company, pursuant to or within the meaning of the Bankruptcy Law (as defined below):

 (A) commences a voluntary case or proceeding;

 (B) consents to the entry of an order for relief against it in an involuntary case or proceeding;

 (C) consents to the appointment of a Custodian (as defined below) of it or for all or substantially all of its property;

 (D) makes a general assignment for the benefit of its creditors;

 (E) files a petition in bankruptcy or answer or consent seeking reorganization or relief;

 (F) consents to the filing of such petition or the appointment of or taking possession by a Custodian; or

 (G) takes any comparable action under any foreign laws relating to insolvency;

 (5) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

 (A) is for relief against the Company in an involuntary case, or adjudicates the Company insolvent or bankrupt;

 (B) appoints a Custodian of the Company or for all or substantially all of the property of the Company; or

 (C) orders the winding-up or liquidation of the Company (or any similar relief is
granted under any foreign laws)
 and the order or decree remains unstayed and in effect for 90 consecutive days; or

 (6) any other Event of Default provided with respect to Securities of such series occurs.

 The term “ Bankruptcy Law ” means Title 11, United States Code, or any similar federal or state or foreign law for the relief of debtors. The
term “ Custodian ” means any custodian, receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.
 No
Event of Default with respect to Security of a particular series issued under this Indenture necessarily constitutes an Event of Default with respect to the Security of any other series issued under this Indenture.

 Section 502. Acceleration of Maturity; Rescission and Annulment .

 If an Event of Default with respect to Securities of any series at the time Outstanding (other than an Event of Default specified in
Section 501 (4) or (5) with respect to the Company) occurs and is continuing, then in every such case the Trustee or the Holders of not less than 30% in aggregate principal amount of the Outstanding Securities of such series may declare
the principal amount of all the Securities of such Securities (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof), together
with any accrued and unpaid interest thereon, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration, such principal amount (or specified amount), together
with any accrued and unpaid interest thereon, shall become immediately due and payable. If an Event of Default specified in Section 501(4) or (5) with respect to the Securities of any series at the time Outstanding occurs, the principal
amount of all the Securities of such series (or, in the case of any Security of such series which specifies an amount to be due and payable thereon upon acceleration of the Maturity thereof, such amount as may be specified by the terms thereof),
together with any accrued and unpaid interest thereon, shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. Upon payment of such amount, all obligations of the
Company in respect of the payment of principal and interest of the Securities of such series shall terminate.
 Except as may otherwise be
provided pursuant to Section 301 for all or any specific Securities of any series, at any time after such a declaration of acceleration with respect to the Securities of any series has been made and before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter in this Article V provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to the Company and the Trustee, may
rescind and annul such declaration and its consequences if:

 (1)
 the Company has paid or deposited with the Trustee a sum sufficient to pay:

 (A)
 all overdue interest on all Securities of such series,

 (B)
 the principal of and premium, if any, on any Securities of such series which have become due otherwise than by
such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in the Securities of such series,

 21

 (C)
 to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates
prescribed therefor in such Securities, and

 (D)
 all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel; and

 (2)
 all Events of Default with respect to Securities of such series, other than the
 non-payment of the principal of Securities of such series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 512.

 No such rescission shall affect any subsequent default or impair any right consequent thereon.

 Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee .

 The Company covenants that if (1) default is made in the payment of any interest on any Security when such interest becomes due and
payable and such default continues for a period of 30 Business Days or (2) default is made in the payment of the principal of (or premium, if any, on) any Security when due (whether at maturity, upon redemption, by declaration or otherwise) or
in the payment of any sinking or analogous fund payment, unless caused solely by a wire transfer malfunction or similar problem outside the Company’s control, the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such Securities for principal and premium, if any, and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and
premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.
 If an Event of Default shall occur and be continuing with
respect to any series of Security and if it is actually known to the Trustee, the Trustee is required to deliver to each Holder of that series a notice of the Event of Default within 90 days of such default. The Trustee may withhold from Holders
notice of any continuing default (except a default in the payment of monies owed) if it determines that withholding notice is in the Holders’ interests.

 If an Event of Default with respect to a series of Security occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of such series by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this
Indenture or the exercise of any power granted herein, or to enforce any other proper remedy.
 Any Noteholder Direction provided by any Directing Holder
must be accompanied by a Position Representation, which representation, in the case of a Default Direction, shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Securities are
accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, make a Verification Covenant. In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required
hereunder shall be provided by the beneficial owner of the Securities in lieu of DTC or its nominee.
 If, following the delivery of a Noteholder
Direction, but prior to acceleration of the applicable series of Securities, we determine in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provide to
the Trustee evidence that we have filed papers with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that
resulted from the applicable Noteholder Direction, the cure period with respect to such Event of Default shall be automatically stayed pending a final and non-appealable determination of a court of competent
jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the applicable series of the Security, we provide to the Trustee an officer’s certificate stating that a Directing Holder failed to
satisfy its Verification Covenant, the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically stayed pending satisfaction of such Verification Covenant. Any breach of the
Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such holder, the percentage of Securities held by the remaining holders that provided
such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred.

 Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of
Default as the result of a bankruptcy or similar insolvency proceeding shall not require compliance with the foregoing paragraphs. The Trustee shall have no liability or responsibility for any Noteholder Direction, Position Representation or
Verification Covenant, for the receipt or delivery of any Noteholder Direction, Position Representation or Verification Covenant or for the content of any Noteholder Direction, Position Representation or Verification Covenant. With their acquisition
of the notes, each Holder consents to the delivery of its Position Representation by the trustee to the Company in accordance with the terms of the indenture. Each Holder of the notes waives any and all claims, in law and/or in equity, against the
trustee and agrees not to commence any legal proceeding against the trustee in respect of, and agrees that the trustee will not be liable for any action that the trustee takes in accordance with the foregoing paragraphs, or arising out of or in
connection with following instructions or taking actions in accordance with a Noteholder Direction, Position Representation or Verification Covenant.

 22

 Section 504. Trustee May File Proofs of Claim .

 In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee
any amount due it and any predecessor Trustee under Section 607.
 No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided , however , that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or
other similar committee.
 Section 505. Trustee May Enforce Claims Without Possession of Securities .

 All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of
any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, any predecessor Trustee under Section 607, its agents and counsel, be for the ratable benefit of the Holders of the Securities in
respect of which such judgment has been recovered.
 Section 506. Application of Money Collected .

 Any money collected by the Trustee pursuant to this Article V shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal or premium, if any, or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid:
 FIRST: To the payment of all amounts due the Trustee hereunder;

 SECOND: To the payment of the amounts then due and unpaid for principal of and premium, if any, and interest on the Securities
in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind (other than contractual subordination agreements, if any, with respect to the Securities, according to the amounts due
and payable on such Securities for principal and premium, if any, and interest, respectively; and
 THIRD: To the payment of
the remainder, if any, to the Company.
 Section 507. Limitation on Suits .

 No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy hereunder, unless:

 (1)
 such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to
the Securities of such series;

 (2)
 the Holders of not less than 30% in aggregate principal amount of the Outstanding Securities of such series
shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

 (3)
 such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs,
expenses and liabilities to be incurred in compliance with such request;

 (4)
 the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request
and offer of indemnity; and

 (5)
 no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series;

 23

 it being understood and intended that no one or more of such Holders shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders (it being
understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions are unduly prejudicial to such Holders) or to enforce any right under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all of such Holders.
 Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert
Securities .
 Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and premium, if any, and, subject to Section 307, interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption or repayment, on
the Redemption Date or date for repayment, as the case may be, and, if the terms of such Security so provide, to convert such Security in accordance with its terms) and to institute suit for the enforcement of any such payment and, if applicable,
any such right to convert, and such rights shall not be impaired without the consent of such Holder.
 Section 509. Rights and Remedies
Cumulative .
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities
in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by
law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.
 Section 510. Delay or Omission Not Waiver .

 No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.
 Section 511. Control by Holders .

 The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided that

 (1)
 such direction shall not be in conflict with any rule of law or with this Indenture, and

 (2)
 the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such
direction.

 24

 Section 512. Waiver of Past Defaults .

 The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders
of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

 (1)
 in the payment of the principal of or premium, if any, or interest on any Security of such series, including in
respect of a call for redemption of any Security of such series, or

 (2)
 in respect of a covenant or provision…

EX-4.2 · d20154dex42.htm

EX-4.2
 3
 d20154dex42.htm
 EX-4.2

 Exhibit 4.2

 QWEST CORPORATION,

 LUMEN TECHNOLOGIES, INC.,

 AS GUARANTOR,
 AND

 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

 AS TRUSTEE

 FIRST SUPPLEMENTAL INDENTURE

 DATED AS OF June 11, 2026

 TO INDENTURE DATED June 11, 2026

 $1,002,320,075 6.500% Notes due 2051

 $381,528,000 6.750% Notes due 2052

 CONTENTS

 ARTICLE I.

 RELATION TO BASE INDENTURE; DEFINITIONS

 1

 Section 1.1

 Relation to Base Indenture

 1

 Section 1.2

 Definitions

 2

 ARTICLE II.

 TERMS OF THE SECURITIES

 6

 Section 2.1

 Title of the Securities

 6

 Section 2.2

 Limitation on Initial Aggregate Principal Amount; Further Issuances

 6

 Section 2.3

 Interest and Interest Rates; Stated Maturity of Notes

 6

 Section 2.4

 Currency

 7

 Section 2.5

 Additional Notes

 7

 Section 2.6

 Redemption

 7

 Section 2.7

 No Sinking Fund

 7

 Section 2.8

 Registrar and Paying Agent

 7

 ARTICLE III.

 FORM OF THE SECURITIES

 8

 Section 3.1

 Global Form

 8

 Section 3.2

 Transfer and Exchange

 9

 ARTICLE IV.

 REDEMPTION OF NOTES

 14

 Section 4.1

 Optional Redemption of Notes

 14

 ARTICLE V.

 GUARANTEE

 15

 Section 5.1

 Note Guarantee

 15

 Section 5.2

 Execution and Delivery of Note Guarantee

 16

 Section 5.3

 Limitation of Guarantor’s Liability

 16

 Section 5.4

 Application of Certain Terms and Provisions to the Guarantor

 16

 Section 5.5

 Release of Guarantees

 17

 Section 5.6

 Authorizations and Consents of Governmental Authorities

 17

 ARTICLE VI.

 ADDITIONAL COVENANTS

 17

 Section 6.1

 Limitation on Liens

 17

 i

 ARTICLE VII.

 MISCELLANEOUS PROVISIONS

 17

 Section 7.1

 No Recourse Against Others

 17

 Section 7.2

 Trust Indenture Act Controls

 18

 Section 7.3

 Governing Law

 18

 Section 7.4

 Counterparts

 18

 Section 7.5

 Successors

 19

 Section 7.6

 Severability

 19

 Section 7.7

 Table of Contents, Headings, Etc.

 19

 Section 7.8

 Ratifications

 19

 Section 7.9

 Effectiveness

 19

 Section 7.10

 The Trustee

 19

 ii

 THIS FIRST SUPPLEMENTAL INDENTURE (this “ First Supplemental Indenture ”)
is entered into as of June 11, 2026 among Qwest Corporation, a Colorado corporation (the “ Company ”), Lumen Technologies, Inc., a Louisiana corporation, as guarantor (the “ Guarantor ”), and U.S. Bank Trust
Company, National Association, as trustee (the “ Trustee ”).
 WITNESSETH:

 WHEREAS, the Company has delivered to the Trustee an Indenture, dated as of June 11, 2026 (the “ Base Indenture ”),
providing for the issuance by the Company from time to time of Securities in one or more Series;
 WHEREAS, Section 301 of the Base
Indenture provides for various matters with respect to any Series of Securities issued under the Base Indenture to be established in an indenture supplemental to the Base Indenture;

 WHEREAS, each of the Company and the Guarantor desires to execute this First Supplemental Indenture to establish the form and to provide for
the issuance of a Series of the Company’s senior notes designated as 6.500% Notes due 2051 (the “ 2051 Notes ”) in an initial aggregate principal amount of $1,002,320,075 and a Series of the Company’s senior notes
designated as 6.750% Notes due 2052 (the “ 2052 Notes ” and together with the 2051 Notes, the “ Notes ”) in an initial aggregate principal amount of $381,528,000;

 WHEREAS, all of the conditions and requirements necessary to make this First Supplemental Indenture, when duly executed and delivered, a valid
and binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled.
 THEREFORE,
for and in consideration of the premises and the purchase of the Series of Securities provided for herein by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Securities of such
Series, as follows:
 ARTICLE I.

 RELATION TO BASE INDENTURE; DEFINITIONS

 Section 1.1 Relation to Base Indenture.

 This First Supplemental Indenture constitutes an integral part of the Base Indenture. Notwithstanding any other provision of this First
Supplemental Indenture, all provisions of this First Supplemental Indenture are expressly and solely for the benefit of the Holders of the applicable series of the Notes and the Trustee and any such provisions shall not be deemed to apply to any
other Securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the applicable series of the Notes.

 Section 1.2 Definitions.

 For all purposes of this First Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires:

 (a)
 Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Base
Indenture; and

 (b)
 All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles
and Sections of this First Supplemental Indenture as they amend or supplement the Base Indenture, and not the Base Indenture or any other document.

 “ Additional Notes ” means additional Notes (other than the Initial Notes) issued under the Indenture in accordance with Sections 2.5 hereof,
as part of the same series as the applicable Series of the Initial Notes.
 “ Applicable Procedures ” means, with respect to any transfer
or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

 “ Authentication Order ” means a Company Order to the Trustee to authenticate and deliver the Notes, signed by an Officer.

 “ Business Day ” means any day, other than a Saturday or Sunday, or legal holidays on which banks in The City of New York are not required or
authorized by law or executive order to be closed.
 “ Capital Stock ” means, with respect to any Person, any and all shares, interests,
participations or other equivalents (however designated, whether voting or non-voting), including partnership or limited liability company interests, whether general or limited, in the equity of such Person,
outstanding as of any date, including all options, warrants or other rights issued by such Person to purchase Capital Stock of such Person.

 “ Clearstream ” means Clearstream Banking, S.A .

 “ Company Order ” means a written order signed in the name of the Company by an Officer.

 “ Definitive Note ” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 3.2,
substantially in the form of Exhibit A , Exhibit B , or Exhibit C hereto, as applicable, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global
Note” attached thereto.
 “ Depositary ” means, with respect to the Notes, The Depository Trust Company and any successor thereto.

 “ Euroclear ” means Euroclear S.A./N.V., as operator of the Euroclear system.

 2

 “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.
 “ Global Note Legend ” means the legend set forth in Section 3.2(f)(1), which is required to be
placed on all Global Notes issued under the Indenture.
 “ Global Notes ” means, individually and collectively, each of the Notes
deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A , Exhibit B , or Exhibit C hereto, as applicable, and that bears the Global Note Legend and that
has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with the Indenture.

 “ Holders ” shall have the meaning ascribed thereto in Section 2.02.

 “ Indenture ” means the Base Indenture, as supplemented by this First Supplemental Indenture, and as further supplemented, amended or
restated.
 “ Indirect Participant ” means a Person who holds a beneficial interest in a Global Note through a Participant.

 “ Initial 2051 Notes ” means the first $1,002,320,075 aggregate principal amount of 2051 Notes issued under this First Supplemental Indenture
on the date hereof.
 “ Initial 2052 Notes ” means the first $381,528,000 aggregate principal amount of 2052 Notes issued under this First
Supplemental Indenture on the date hereof.
 “ Initial Notes ” means the Initial 2051 Notes and the Initial 2052 Notes.

 “ interest ” means, when used with reference to the Notes, any interest payable under the terms of the Notes.

 “ Note Guarantee ” means the Guarantee by the Guarantor of the Company’s obligations under the Indenture with respect to the applicable
series of the Notes and under the applicable series of the Notes, as provided in this First Supplemental Indenture.
 “ Notes ” has the
meaning assigned to it in the preamble to this First Supplemental Indenture. The Initial Notes of a series and the Additional Notes of such series shall be treated as a single class for all purposes under the Indenture, and unless the context
otherwise requires, all references to the Notes of a series shall include the Initial Notes of such series and any Additional Notes of such series.

 “ Officer ” means the Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, the President or a Vice President, the
Chief Financial Officer, the Chief Accounting Officer, the Controller, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company or any Guarantor, as applicable.

 3

 “ Officer’s Certificate ” of any person means a certificate signed by the Chairman of
the Board of Directors of such person, a Vice Chairman of the Board of Directors of such person, the President or a Vice President, and by the Chief Financial Officer, the Chief Accounting Officer, the Controller, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of such person and delivered to the Trustee, which shall comply with the Indenture.
 “ Opinion
of Counsel ” means a written opinion of legal counsel. The counsel may be an employee of or counsel to the Company. The opinion may contain customary limitations, conditions and exceptions.

 “ Participant ” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear
or Clearstream, respectively (and with respect to The Depository Trust Company, shall include Euroclear and Clearstream).
 “ Permitted
Liens ”:

 (a)
 liens to secure any modification, refinancing, refunding, restatement, exchange, extension, renewal or
replacement (or successive refinancing, refunding, restatement, exchange, extensions, renewals or replacements) as a whole, or in part, of any indebtedness secured by any lien permitted by this definition of “Permitted Liens” (including
any accrued but unpaid interest thereon and any dividend, premium (including tender premiums), defeasance costs, underwriting discounts and any fees, costs and expenses (including original issue discount, upfront fees or similar fees) incurred in
connection with such modification, refinancing, refunding, restatement, exchange, extension, renewal or replacement); provided, however, that:

 (i)
 the new lien shall be limited to all or part of the same property and assets that secured or, under the written
agreements pursuant to which the original lien arose, could secure the original lien (plus improvements and accessions to such property and assets and proceeds or distributions of such property and assets and improvements and accessions thereto);
and

 (ii)
 the indebtedness secured by the new lien is not increased to any amount greater than the sum of (x) the
outstanding principal amount or, if greater, committed amount, of the indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and (y) an amount necessary to pay accrued and unpaid interest, any fees and expenses,
including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

 (b)
 liens upon property (including capital stock) hereafter acquired by the Company or liens on such property at
the time of the acquisition thereof, or conditional sales agreements or title retention agreements with respect to any such property, or to secure the payment of all or any part of the purchase price or construction or improvement cost thereof or to
secure any indebtedness incurred prior to, at the time of, or within 12 months after the later of the acquisition of such property or the completion of any such construction or improvement for the purpose of financing all or any part of the purchase
price or construction or improvement cost thereof;

 4

 (c)
 liens on the stock of a corporation that, when such liens arise, concurrently becomes the Company’s
subsidiary, or liens on all or substantially all of the assets of a corporation arising in connection with the Company’s purchase thereof;

 (d)
 indebtedness assumed by the Company in connection with any consolidations, mergers, sales or conveyances; or

 (e)
 liens on cash, cash equivalents or securities that secure any obligations with respect to letters of credit or
similar arrangements; or

 (f)
 liens securing indebtedness for borrowed money outstanding or committed as of the issue date of the Notes.

 “ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
 “ Record Date ”
shall have the meaning ascribed thereto in Section 2.4.
 “ Redemption Date ” means, with respect to any Note or portion thereof to
be redeemed in accordance with the provisions of Section 4.1, the date fixed for such redemption in accordance with the provisions of Section 4.1.

 “ Redemption Price ” shall have the meaning ascribed hereto in Section 4.1.

 “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time
to time.
 “ Subsidiary ” means, with respect to any Person, a corporation, partnership, trust, joint venture, limited liability company
or other entity the majority of the shares of the voting capital stock or other equivalent ownership interests of which (except directors’ qualifying shares) are at the time directly or indirectly owned by such Person and/or any other
Subsidiary or Subsidiaries of such Person and which is required to be consolidated with the accounts of such Person. For the purposes of this definition, “voting capital stock” means capital stock having voting power for the election of
directors, trustees or managers, as the case may be, whether at all times or only so long as no senior class of capital stock has such voting power by reason of any contingency.

 “ Uniform Fraudulent Conveyance Act ” means any applicable federal, provincial or state fraudulent conveyance legislation and any successor
legislation.
 “ Uniform Fraudulent Transfer Act ” means any applicable federal, provincial or state fraudulent transfer legislation and
any successor legislation.

 5

 ARTICLE II.

 TERMS OF THE SECURITIES

 Section 2.1 Title of the Securities.

 There shall be two Series of Securities: (i) one designated the “6.500% Notes due 2051” and (ii) one designated the
“6.750% Notes due 2052.”
 Section 2.2 Limitation on Initial Aggregate Principal Amount; Further Issuances.

 The aggregate principal amount of the 2051 Notes initially shall be limited to $1,002,320,075 and the aggregate principal amount of the 2052
Notes initially shall be limited to $381,528,000. The Company may, without notice to or consent of Holders, issue Additional Notes from time to time in the future in an unlimited principal amount, subject to compliance with the terms of the
Indenture.
 Nothing contained in this Section 2.2 or elsewhere in this First Supplemental Indenture, or in the Notes, is intended to
or shall limit execution by the Company or authentication or delivery by the Trustee of Notes under the circumstances contemplated by Sections 303, 304, 305, 306 and 1107 of the Base Indenture.

 Section 2.3 Interest and Interest Rates; Stated Maturity of Notes.

 (a) The 2051 Notes shall bear interest at the rate of 6.500% per year and the 2052 Notes shall bear interest at the rate of 6.750%, in each
case from and including June 11, 2026. Interest on the 2051 Notes shall be payable quarterly in arrears on March 1, June 1, September 1 and December 1, commencing on September 1, 2026 (each, a “ 2051 Interest
Payment Date ”), to the persons in whose names the applicable 2051 Notes are registered in the Security Register applicable to the 2051 Notes at the close of business on the immediately preceding February 15, May 15,
August 15 or November 15, respectively, prior to the applicable 2051 Notes Interest Payment Date regardless of whether such day is a Business Day (each, a “ 2051 Record Date ”). Interest on the 2052 Notes shall be payable
quarterly in arrears on March 15, June 15, September 15 and December 15, commencing on September 15, 2026 (each, a “ 2052 Notes Interest Payment Date, ” together with each 2051 Interest Payment Date, an
“ Interest Payment Date ”), to the Persons in whose names the applicable 2052 Notes are registered in the Security Register applicable to the 2052 Notes at the close of business on the immediately preceding March 1,
June 1, September 1 and December 1, respectively, prior to the applicable 2052 Interest Payment Date regardless of whether such day is a Business Day (each, a “ 2052 Record Date ” and together with each 2051 Record
Date, each a “ Record Date ”). Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.

 (b) If any Interest Payment Date, Stated Maturity or Redemption Date falls on a day that is not a Business Day, the required payment shall be
made on the next Business Day as if it were made on the date the payment was due and no interest shall accrue on the amount so payable for the period from and after that Interest Payment Date, Stated Maturity or Redemption Date, as the case may be,
until the next Business Day.

 6

 (c) The Stated Maturity of the 2051 Notes shall be September 1, 2051. The Stated
Maturity of the 2052 Notes shall be June 15, 2052.
 Section 2.4 Currency.

 Principal and interest on the Notes shall be payable in U.S. Dollars.

 Section 2.5 Additional Notes.

 The Company will be entitled, pursuant to a supplemental indenture and without the consent of any Holders of the applicable series of the
Notes, upon delivery of an Officer’s Certificate, Opinion of Counsel and Authentication Order to the Trustee, to issue Additional Notes of such applicable series of Notes under the Indenture that will have identical terms to the applicable
series of Initial Notes issued on the date of the Indenture other than with respect to the date of issuance, issue price, interest accrued prior to the date of issuance of the Additional Notes, and, if applicable, the initial applicable Interest
Payment Date; provided, however , that if such Additional Notes will not be fungible with the Initial Notes of such series for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number. Such Additional Notes
will rank equally and ratably in right of payment and will be treated as a single series with the Initial Notes of such series for all purposes under the Indenture.

 With respect to any Additional Notes, the Company will set forth in a Board Resolution of the Company and an Officer’s Certificate, a
copy of each of which will be delivered to the Trustee, the following information:
 (a) the aggregate principal amount of such Additional
Notes to be authenticated and delivered pursuant to the Indenture; and
 (b) the issue price, the issue date and the CUSIP number of such
Additional Notes.
 Section 2.6 Redemption.

 The Notes may be redeemed at the option of the Company prior to the Stated Maturity as provided in Article IV.

 Section 2.7 No Sinking Fund.

 The provisions of Article XII of the Base Indenture shall not be applicable to the Notes.

 Section 2.8 Registrar and Paying Agent.

 The Trustee shall initially serve as Registrar and Paying Agent for the Notes.

 7

 Section 2.9 Denominations.

 The 2051 Notes shall be issuable in denominations of (a) $1 and any integral multiple of $1 in excess thereof or (b) $25 and any integral
multiple of $25 in excess thereof, each in the form as set forth in Article III hereto, but shall be treated as a single class for all purposes under the Indenture.

 The 2052 Notes shall be issuable in denominations of $25 and any integral multiple of $25 in excess thereof in the form set forth in Article
III hereto.
 ARTICLE III.

 FORM OF THE SECURITIES

 Section 3.1 Global Form.

 Each of the Notes shall initially be issued in the form of one or more fully registered Global Notes that will be deposited with, or on behalf
of the Depositary, and registered in the name of the Depositary or its nominee, as the case may be, subject to Sections 202 and 305 of the Base Indenture. So long as the Depositary, or its nominee, is the registered owner of the Global Note, the
Depositary or its nominee, as the case may be, will be considered the sole Holder of the respective Notes represented by the Global Note for all purposes under the Indenture.

 Each of the Notes shall not be issuable in definitive form except as provided in Section 3.2(a) of this First Supplemental Indenture. The
2051 Notes and the Trustee’s certificate of authentication shall be substantially in the form attached as Exhibit A-3 or B-3 , as applicable, hereto.
The 2051 Notes shall be issuable in the form attached as Exhibit A or Exhibit B hereto. The 2052 Notes and the Trustee’s certificate of authentication shall be substantially in the form attached as Exhibit C-3 hereto. The 2052 Notes shall be issuable in the form attached as Exhibit C hereto. The Company shall execute and the Trustee shall, in accordance with Section 303 of the Base Indenture,
authenticate and hold each Global Note as custodian for the Depositary. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any
endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Registrar or the custodian, at the direction of the Trustee. The terms and
provisions contained in the form of Note attached as Exhibits A , B and C hereto shall constitute, and are hereby expressly made, a part of the Indenture and, to the extent applicable, the Company, the Guarantor and the Trustee,
by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

 Participants of the Depositary shall have no rights either under the Indenture or with respect to the Global Notes. The Depositary or its
nominee, as applicable, may be treated by the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee as the absolute owner and Holder of such Global Notes for all purposes under the Indenture. Notwithstanding
the foregoing, nothing herein shall prevent the Company, the

 8

Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or its nominee, as applicable, or impair, as between the
Depositary and its participants, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in the Global Notes.

 Section 3.2 Transfer and Exchange.

 (a) Transfer and Exchange of Global Notes . A Global Note may not be transferred except as a whole by the Depositary with respect to such
Global Note to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All
Global Notes will be exchanged by the Company for Definitive Notes if:
 (1) such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for a Global Note or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary registered
as a clearing agency under the Exchange Act within 90 days of the notification to the Company or of the Company becoming aware of the Depositary ceasing to be so registered;

 (2) the Company executes and delivers to the Trustee an Officer’s Certificate to the effect that such Global Note shall
be so exchangeable; or
 (3) there shall have occurred and be continuing an Event of Default with respect to the Global
Note.
 Upon the occurrence of any of the preceding events in (1), (2) or (3) above, Definitive Notes shall be issued in such names as
the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 304, 305 and 306 of the Base Indenture. Every Note authenticated and delivered in exchange for, or in lieu of, a
Global Note or any portion thereof, pursuant to this Section 3.2 or Section 304, 305 and 306 of the Base Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for
another Note other than as provided in this Section 3.2(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 3.2(b) or (c).

 (b) Transfer and Exchange of Beneficial Interests in the Global Notes . The transfer and exchange of beneficial interests in the Global
Notes will be effected through the Depositary, in accordance with the provisions of the Indenture and the Applicable Procedures. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or
(2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:
 (1) Transfer of
Beneficial Interests in the Same Global Note . Beneficial interests in any Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in a Global Note. No written orders or instructions shall be
required to be delivered to the Registrar to effect the transfers described in this Section 3.2(b)(1).

 9

 (2) All Other Transfers and Exchanges of Beneficial Interests in Global
Notes . In connection with all transfers and exchanges of beneficial interests that are not subject to Section 3.2(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

 both:
 (A) a
written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged; and
 (B) instructions given in accordance with the
Applicable Procedures containing information regarding the Participant account to be credited with such increase; or
 both:

 (C) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable
Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

 (D) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred to in (b)(1) above.
 Upon satisfaction of all of the requirements for
transfer or exchange of beneficial interests in Global Notes contained in this First Supplemental Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s)
pursuant to Section 3.2(g).
 (c) Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes . If any
holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon
satisfaction of the conditions set forth in Section 3.2(b)(2) and written notice to the Trustee, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 3.2(g)
hereof, and the Company will execute and, upon the receipt of an Authentication Order, the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note
issued in exchange for a beneficial interest pursuant to this Section 3.2(c) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions
to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered.

 10

 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests in Global
Notes . A Holder of a Definitive Note may exchange such Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note at any time.
Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global Notes. If any such exchange or transfer from
a Definitive Note to a beneficial interest is effected pursuant to the previous sentence at a time when a Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 3.2,
the Trustee will authenticate one or more Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

 (e) Transfer and Exchange of Definitive Notes for Definitive Notes . Upon the written request by a Holder of Definitive Notes and such
Holder’s compliance with the provisions of this Section 3.2(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender
to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form reasonably satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the
requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 3.2(e). A Holder of Definitive Notes may transfer such Notes to a Person who
takes delivery thereof in the form of a Definitive Note. Upon receipt of a written request to register such a transfer, the Registrar shall register the Definitive Notes pursuant to the instructions from the Holder thereof.

 (f) Legend .
 Each Global
Note issued under the Indenture, unless specifically stated otherwise in the applicable provisions of the Indenture, will bear a legend in substantially the following form:

 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT
OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.2 OF THE FIRST SUPPLEMENTAL INDENTURE,
(2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.2(a) OF THE FIRST SUPPLEMENTAL INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE BASE
INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF

 11

QWEST CORPORATION, AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

 (g) Cancellation and/or Adjustment of Global Notes . At such time as all beneficial interests in a particular Global Note have been
exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 309 of
the Base Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for
Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an
endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

 (h) General Provisions Relating to Transfers and Exchanges .

 (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes
and Definitive Notes upon receipt of an Authentication Order or at the Registrar’s request.
 (2) No service charge
will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar
governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 304 and 305 of the Base Indenture).

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 (3) [Reserved]

 (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive
Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

 (5) Neither the Registrar nor the Company will be required:

 (A) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business fifteen
days before any selection of Notes for redemption under Article IV and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Notes to be so redeemed; or

 (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed
portion of any Note being redeemed in part; or
 (C) to register the transfer of or to exchange a Note between a Record Date
and the next succeeding Interest Payment Date.
 (6) Prior to due presentment for the registration of a transfer of any
Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other
purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.
 (7) The Trustee
will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 3.1 hereof.
 (8) All
certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 3.2 to effect a registration of transfer or exchange may be submitted by facsimile.

 (i) In connection with any proposed transfer outside the book-entry system, there shall be provided to the Trustee all information necessary to
allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may conclusively rely on the information provided
to it and shall have no responsibility to verify or ensure the accuracy of such information.

 13

 (j) None of the Trustee or any Agent shall have any obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or
beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof.
 (k) None of the Trustee or any Agent shall
have any responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or
member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of optional redemption)
or the payment of any amount, under or with respect to such Notes.
 ARTICLE IV.

 REDEMPTION OF NOTES
 The
provisions of Article XI of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes.

 Section 4.1 Optional Redemption of Notes.

 (a) At any time and from time to time, the Company may redeem the 2051 Notes or 2052 Notes, at its option, in whole or in part, at any time, at
a Redemption Price equal to 100% of the principal amount of the 2051 Notes or 2052 Notes, respectively, being redeemed plus accrued and unpaid interest on the 2051 Notes or 2052 Notes, respectively, to be redeemed to, but not including, the
applicable redemption date.
 (b) Unless the Company defaults in payment of the Redemption Price, on and after any redemption date interest
will cease to accrue on the applicable Notes or the portions thereof called for redemption.
 (c) The Company and its affiliates may acquire
any series of Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, so long as such acquisition does not otherwise violate the terms of the Base Indenture.

 14

 ARTICLE V.

 GUARANTEE

 Section 5.1 Note Guarantee.

 (a) Subject to this Article 5, the Guarantor hereby fully and unconditionally guarantees to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, that:
 (1) the principal of, premium, if any, and
interest, if any, on the respective Notes will be promptly paid in full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, irrespective of the validity and
enforceability of the Indenture, the respective Notes or the obligations of the Company under the Indenture (as it relates to the respective Notes) or the respective Notes, and interest, if any, on, the respective Notes, if lawful, and all other
obligations of the Company to the Holders or the Trustee under the Indenture or the respective Notes will be promptly paid in full or performed, all in accordance with the terms under the Indenture or the respective Notes; and

 (2) in case of any extension of time of payment or renewal of any applicable series of Notes or any of such other obligations,
that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.

 Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor will be obligated to
pay the same immediately. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.
 (b) The Guarantor
hereby agrees that its obligations under the Indenture and the Notes are full and unconditional, irrespective of the validity, regularity or enforceability of the Indenture or the respective Notes, the absence of any action to enforce the same, any
waiver or consent by any Holder of the respective Notes with respect to any provisions of the Indenture or the respective Notes, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of the Guarantor. The Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the respective Notes entitled to the Guarantee, whether at the
Stated Maturity or upon acceleration, call for redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 507 of the Base Indenture, by the Holders, on the terms and conditions
set forth in the Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Company. The Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may
be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it and (iii) covenants that this Note Guarantee will not be
discharged except by complete performance of the obligations contained in the Indenture and the Notes.

 15

 (c) If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantor, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore
discharged, will be reinstated in full force and effect.
 (d) The Guarantor agrees that it will not be entitled to any right of subrogation
in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on
the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article V of the Base Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article V of the Base Indenture, such obligations (whether or not due and
payable) will forthwith become due and payable by the Guarantor for the purpose of this Note Guarantee.
 Section 5.2 Execution and
Delivery of Note Guarantee.
 To evidence its Note Guarantee set forth in Section 5.1, the Guarantor hereby agrees that this First
Supplemental Indenture will be executed on its behalf by one of its Officers. If an Officer whose signature is on this First Supplemental Indenture no longer holds that office at the time the Trustee authenticates the Note on which the Note
Guarantee is endorsed, the Note Guarantee will be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, will constitute due delivery of the Note Guarantee set forth in this First Supplemental
Indenture on behalf of the Guarantor.
 Section 5.3 Limitation of Guarantor’s Liability.

 The Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note
Guarantee of the Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to
the Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantor hereby irrevocably agree that the obligations of the Guarantor will be limited to the maximum amount that will not, after giving effect to all
other contingent and fixed liabilities of the Guarantor that are relevant under such laws, result in the obligations of the Guarantor under its Note Guarantee constituting a fraudulent transfer or conveyance.

 Section 5.4 Application of Certain Terms and Provisions to the Guarantor.

 (a) For purposes of any provision of the Indenture which provides for the delivery by the Guarantor of an Officer’s Certificate and/or an
Opinion of Counsel, the definitions of such terms in Section 1.2 shall apply to the Guarantor as if references therein to the Company or the Guarantor, as applicable, were references to the Guarantor.

 (b) Upon any demand, request or application by the Guarantor to the Trustee to take any action under the Indenture, the Guarantor shall furnish
to the Trustee such Officer’s Certificate and Opinion of Counsel as are required in Section 102 of the Base Indenture as if all references therein to the Company were references to the Guarantor.

 16

 Section 5.5 Release of Guarantees

 The Note Guarantee shall be automatically and unconditionally released:

 (a) upon consummation of any transaction resulting in the Guarantor ceasing to constitute a direct or indirect parent of the Company; and

 (b) if the Company exercises the legal defeasance option or covenant defeasance option or effects a satisfaction and discharge of this
Indenture in accordance with the provisions described in this Indenture.
 ARTICLE VI.

 ADDITIONAL COVENANTS
 The
covenants set forth in Article X of the Base Indenture and the following additional covenants shall apply with respect to each series of Notes so long as any Notes of such series remain outstanding:

 Section 6.1 Limitation on Liens.

 The Company will not, while any of the Notes remain outstanding, create or suffer to exist any mortgage, lien, pledge, security interest or
other encumbrance (which the Company collectively refers to below as liens) upon its property, whether now owned or hereafter acquired, securing indebtedness for borrowed money, except Permitted Liens, unless the Company shall secure the Notes then
outstanding by such lien equally and ratably with the other indebtedness for borrowed money thereby secured. Any lien created for the benefit of the Notes pursuant to this Section 6.1 is required to provide by its terms that such lien shall be
automatically and unconditionally released and discharged upon the release and discharge of the lien that gave rise to such lien created for the benefit of the holders of the Notes.

 For purposes of determining compliance with this Section 6.1, (x) a lien need not be incurred solely by reference to one category of
Permitted Liens, but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that a lien (or any portion thereof) meets the criteria of
one or more of such categories of Permitted Liens, the Company shall, in its sole discretion, divide, classify or may subsequently reclassify at any time such lien (or any portion thereof) in any manner that complies with this Section 6.1.

 ARTICLE VII.

 MISCELLANEOUS PROVISIONS

 Section 7.1 No Recourse Against Others.

 This Section 7.1 shall replace Section 114 of the Base Indenture with respect to the Notes only.

 17

 Except as otherwise expressly provided in Article V of this First Supplemental Indenture, no
recourse shall be had for the payment of principal of, or premium, if any, or interest, if any, on any series of the Notes, or for any claim based thereon, or upon any obligation, covenant or agreement of this First Supplemental Indenture or in any
series of Notes, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Guarantor, the Company or any successor corporation of the Guarantor or the Company, either directly or indirectly through the
Guarantor, the Company or any successor corporation of the Guarantor or the Company, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment of penalty or otherwise; it being expressly agreed and
understood that this First Supplemental Indenture and any series of Notes are solely corporate obligations, and that no personal liability whatsoever shall attach to, or is incurred by, any incorporator, shareholder, officer or director, past,
present or future, of the Guarantor, the Company or of any successor corporation of the Guarantor, the Company, either directly or indirectly through the Guarantor, the Company or any successor corporation of the Guarantor or the Company, because of
the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this First Supplemental Indenture or in any series of the Notes, or to be implied herefrom or therefrom; and
that all such personal liability is hereby expressly released and waived as a condition of, and as part of the consideration for, the execution of this First Supplemental Indenture and the issuance of the Notes.

 Section 7.2 Trust Indenture Act Controls.

 If any provision of this First Supplemental Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be
included in this First Supplemental Indenture by the TIA, such required or deemed provision shall control.
 Section 7.3 Governing
Law.
 THIS FIRST SUPPLEMENTAL INDENTURE, THE NOTES AND THE NOTE GUARANTEE, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR
RELATING TO THE BASE INDENTURE, FIRST SUPPLEMENTAL INDENTURE, THE NOTES OR THE GUARANTEE, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

 Section 7.4 Counterparts.

 This First Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or PDF transmission
shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by
facsimile or PDF shall be deemed to be their original signatures for all purposes.

 18

 Section 7.5 Successors.

 All agreements of the Company and the Guarantor in this First Supplemental Indenture and the Notes shall bind their respective successors.

 All agreements of the Trustee in this First Supplemental Indenture shall bind its successor.

 Section 7.6 Severability.

 In case any provision in this First Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 Section 7.7 Table of
Contents, Headings, Etc.
 The Table of Contents and headings of the Articles and Sections of this First Supplemental Indenture have
been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

 Section 7.8 Ratifications.

 The Base Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed. The Indenture
shall be read, taken and construed as one and the same instrument. All provisions included in this First Supplemental Indenture with respect to the Notes supersede any conflicting provisions included in the Base Indenture unless not permitted by
law. The Trustee accepts the trusts created by the Indenture, and agrees to perform the same upon the terms and conditions of the Indenture.

 Section 7.9 Effectiveness.

 The provisions of this First Supplemental Indenture shall become effective as of the date hereof.

 Section 7.10 The Trustee.

 The Trustee accepts the trusts created by the Indenture, and agrees to perform the same upon the terms and conditions of the Indenture. The
Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or the due execution thereof by the Company. The recitals contained herein shall be taken as the
statements solely of the Company, and the Trustee assumes no responsibility for the correctness thereof. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), excluding any creditor relationship
listed in TIA Section 311(b), the Trustee shall be subject to the provisions of the TIA regarding the collection of the claims against the Company (or any such other obligor). If the Trustee has or shall acquire a conflicting interest within
the meaning of the TIA, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TIA and the Indenture.

 19

 IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed by their respective officers hereunto duly authorized, all as of the day and year first written above.

 QWEST CORPORATION, as the Company

 By:

 /s/ Jon Yourkoski

 Name: Jon Yourkoski
 Title: Senior Vice
President, Treasurer and Corporate Development

 LUMEN TECHNOLOGIES, INC., as the Guarantor

 By:

 /s/ Jon Yourkoski

 Name: Jon Yourkoski
 Title: Senior Vice
President, Treasurer and Corporate Development

 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as the Trustee

 By:

 /s/ Michael McGuire

 Name: Michael McGuire
 Title: Vice
President

 [Signature Page to
Supplemental Indenture]

 EXHIBIT A

 QWEST CORPORATION
 THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.2 OF THE FIRST SUPPLEMENTAL INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.2(a) OF THE FIRST SUPPLEMENTAL
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE BASE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF QWEST
CORPORATION, AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 QWEST CORPORATION

 6.500% NOTES DUE 2051
 Certificate No.
[  ]
 CUSIP No.: [  ]

 ISIN: [  ]

 Exhibit A-1

 $[  ]

 Qwest Corporation, a Colorado corporation (herein called the “Company”, which term includes any successor corporation under the Indenture referred
to on the reverse hereof), for value received hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [  ] MILLION DOLLARS ($[    ])[, or such lesser amount as is set forth in the
Schedule of Exchanges of Interests in the Global Note on the other side of this Note,] on September 1, 2051 at the office or agency of the Company maintained for that purpose in accordance with the terms of the Indenture, in such coin or
currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest quarterly in arrears on March 1, June 1, September 1 and December 1,
commencing on September 1, 2026 to the Holder in whose name the Note is registered in the security register on the preceding February 15, May 15, August 15 or November 15, whether or not a Business Day, as the case may be,
in accordance with the terms of the Indenture. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 11, 2026. Interest on the Notes will be computed on the basis
of a 360-day year consisting of twelve 30-day months. The Company shall pay interest on any Notes in certificated form by check mailed to the address of the person
entitled thereto as it appears in the security register; provided, however , that a Holder of any Notes in certificated form in the aggregate principal amount of more than $2,000,000 may specify by written notice to the Company (with a copy to
the Trustee) that it pay interest by wire transfer of immediately available funds to the account specified by the Holder in such notice, or on any Global Notes by wire transfer of immediately available funds to the account of the Depositary or its
nominee. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed manually or by facsimile by the Trustee or a duly authorized authenticating agent under the Indenture.

 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

 Dated:     , 2026

 QWEST CORPORATION

 By:

 Name:
 Title:

 Exhibit A-2

 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 This is one of the Notes described in the within-named Indenture. : [    ], 20[ ]

 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

 By:

 Authorized Signatory

 Exhibit A-3

 [FORM OF REVERSE SIDE OF NOTE]

 QWEST CORPORATION

 6.500% NOTES DUE 2051
 This Note is one
of a duly authorized issue of Securities of the Company, designated as its 6.500% Notes due 2051 (herein called the “ Notes ”), issued under and pursuant to an Indenture dated as of June 11, 2026 (herein called the
“ Base Indenture ”), among the Company, the Guarantor and U.S. Bank Trust Company, National Association, as trustee (herein called the “ Trustee ”), as supplemented by the First Supplemental Indenture, dated as of
June 11, 2026 (herein called the “ First Supplemental Indenture ,” and together with the Base Indenture, the “ Indenture ”), to which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders of the Notes. Capitalized terms used but not otherwise defined in this Note shall have
the respective meanings ascribed thereto in the Indenture.
 The Indenture contains provisions permitting the Company, the Guarantor and the Trustee, with
the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Notes, subject to exceptions set forth in Section 901 of the Base Indenture. Subject to the provisions of the Indenture, the Holders of
not less than a majority in aggregate principal amount of the Notes at the time outstanding may, on behalf of the Holders of all of the Notes, waive any past default or Event of Default, subject to exceptions set forth in the Indenture.

 No reference herein to the Indenture and no provision of this Note or of the Indenture shall impair, as among the Company and the Holder of the Notes, the
obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the place, at the respective times, at the rate and in the coin or currency prescribed herein and in the
Indenture.
 Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from
June 11, 2026. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

 The Notes are issuable in fully registered form, without coupons, in minimum denominations of $25 principal amount and any multiple of $25. At the office or
agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, without payment of any service charge but with payment of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in connection with any registration or exchange of Notes, Notes may be exchanged for a like aggregate principal amount of Notes of any other authorized denominations.

 The Company shall have the right to redeem the Notes under certain circumstances as set forth in Section 4.1 of the First Supplemental Indenture.

 Exhibit A-4

 The Notes are not subject to redemption through the operation of any sinking fund.

 The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article V of the First Supplemental Indenture and reference is hereby made to such Indenture for the precise terms of the Note Guarantee.
 Except as
otherwise expressly provided in Article V of the First Supplemental Indenture, no recourse shall be had for the payment of principal of, or premium, if any, or interest, if any, on this Note, or for any claim based hereon, or upon any obligation,
covenant or agreement of the Company in the Indenture or in any Note, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Guarantor, the Company or any successor corporation of the Guarantor or the
Company, either directly or indirectly through the Guarantor, the Company or any successor corporation of the Guarantor or the Company, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment of penalty
or otherwise; it being expressly agreed and understood that the Indenture and this Note are solely corporate obligations, and that no personal liability whatsoever shall attach to, or is incurred by, any incorporator, shareholder, officer or
director, past, present or future, of the Guarantor, the Company or of any successor corporation of the Guarantor, the Company, either directly or indirectly through the Guarantor, the Company or any successor corporation of the Guarantor or the
Company, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in the Indenture or in this Note, or to be implied herefrom or therefrom; and that all such
personal liability is hereby expressly released and waived as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of this Note.

 Exhibit A-5

 ASSIGNMENT FORM

 To assign this Note, fill in the form below:
 (I) or (we)
assign and transfer this Note to:
                                     

 (Insert assignee’s legal name)

 (Insert assignee’s soc. sec. or tax I.D. no.)

 (Print or type assignee’s name, address and zip code)

 and irrevocably
appoint                                             

 to transfer this Note on the books of the Company. The agent may substitute another to act for him.

 Date:                     

 Your Signature:                     

 (Sign exactly as your name appears on the face of this Note)

 Signature
Guarantee * :                     

 *
 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee).

 Exhibit A-6

 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *
 The following exchanges of a part of this Global Note for an interest in another Global Note or for a
Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

 Date of Exchange

 Amount of

 decrease in
 principal amount

 at maturity of
 this Global
Note

 Amount of

 increase in
 principal amount

 at maturity of
 this Global
Note

 Principal amount at

 maturity of
 this Global Note

 following such
 decrease (or

 increase)

 Signature of

 authorized
 signatory of

 Trustee or

 Custodian

 *
 This Schedule should be included only if the Note is issued in global form.

 Exhibit A-7

 EXHIBIT B

 QWEST CORPORATION
 THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.2 OF THE FIRST SUPPLEMENTAL INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.2(a) OF THE FIRST SUPPLEMENTAL
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE BASE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF QWEST
CORPORATION, AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 QWEST CORPORATION

 6.500% NOTES DUE 2051
 Certificate No.
[  ]
 CUSIP No.: [  ]

 ISIN: [  ]

 Exhibit B-1

 $[  ]

 Qwest Corporation, a Colorado corporation (herein called the “Company”, which term includes any successor corporation under the Indenture referred
to on the reverse hereof), for value received hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [  ] MILLION DOLLARS ($[    ])[, or such lesser amount as is set forth in the
Schedule of Exchanges of Interests in the Global Note on the other side of this Note,] on September 1, 2051 at the office or agency of the Company maintained for that purpose in accordance with the terms of the Indenture, in such coin or
currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest quarterly in arrears on March 1, June 1, September 1 and December 1,
commencing on September 1, 2026 to the Holder in whose name the Note is registered in the security register on the preceding February 15, May 15, August 15 or November 15, whether or not a Business Day, as the case may be,
in accordance with the terms of the Indenture. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 11, 2026. Interest on the Notes will be computed on the basis
of a 360-day year consisting of twelve 30-day months. The Company shall pay interest on any Notes in certificated form by check mailed to the address of the person
entitled thereto as it appears in the security register; provided, however , that a Holder of any Notes in certificated form in the aggregate principal amount of more than $2,000,000 may specify by written notice to the Company (with a copy to
the Trustee) that it pay interest by wire transfer of immediately available funds to the account specified by the Holder in such notice, or on any Global Notes by wire transfer of immediately available funds to the account of the Depositary or its
nominee. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed manually or by facsimile by the Trustee or a duly authorized authenticating agent under the Indenture.

 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

 Dated:     , 2026

 QWEST CORPORATION

 By:

 Name:
 Title:

 Exhibit B-2

 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 This is one of the Notes described in the within-named Indenture. : [    ], 20[ ]

 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

 By:

 Authorized Signatory

 Exhibit B-3

 [FORM OF REVERSE SIDE OF NOTE]

 QWEST CORPORATION

 6.500% NOTES DUE 2051
 This Note is one
of a duly authorized issue of Securities of the Company, designated as its 6.500% Notes due 2051 (herein called the “ Notes ”), issued under and pursuant to an Indenture dated as of June 11, 2026 (herein called the
“ Base Indenture ”), among the Company, the Guarantor and U.S. Bank Trust Company, National Association, as trustee (herein called the “ Trustee ”), as supplemented by the First Supplemental Indenture, dated as of
June 11, 2026 (herein called the “ First Supplemental Indenture ,” and together with the Base Indenture, the “ Indenture ”), to which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders of the Notes. Capitalized terms used but not otherwise defined in this Note shall have
the respective meanings ascribed thereto in the Indenture.
 The Indenture contains provisions permitting the Company, the Guarantor and the Trustee, with
the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Notes, subject to exceptions set forth in Section 901 of the Base Indenture. Subject to the provisions of the Indenture, the Holders of
not less than a majority in aggregate principal amount of the Notes at the time outstanding may, on behalf of the Holders of all of the Notes, waive any past default or Event of Default, subject to exceptions set forth in the Indenture.

 No reference herein to the Indenture and no provision of this Note or of the Indenture shall impair, as among the Company and the Holder of the Notes, the
obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the place, at the respective times, at the rate and in the coin or currency prescribed herein and in the
Indenture.
 Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from
June 11, 2026. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

 The Notes are issuable in fully registered form, without coupons, in minimum denominations of $1 principal amount and any multiple of $1. At the office or
agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, without payment of any service charge but with payment of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in connection with any registration or exchange of Notes, Notes may be exchanged for a like aggregate principal amount of Notes of any other authorized denominations.

 The Company shall have the right to redeem the Notes under certain circumstances as set forth in Section 4.1 of the First Supplemental Indenture.

 Exhibit B-4

 The Notes are not subject to redemption through the operation of any sinking fund.

 The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article V of the First Supplemental Indenture and reference is hereby made to such Indenture for the precise terms of the Note Guarantee.
 Except as
otherwise expressly provided in Article V of the First Supplemental Indenture, no recourse shall be had for the payment of principal of, or premium, if any, or interest, if any, on this Note, or for any claim based hereon, or upon any obligation,
covenant or agreement of the Company in the Indenture or in any Note, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Guarantor, the Company or any successor corporation of the Guarantor or the
Company, either directly or indirectly through the Guarantor, the Company or any successor corporation of the Guarantor or the Company, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment of penalty
or otherwise; it being expressly agreed and understood that the Indenture and this Note are solely corporate obligations, and that no personal liability whatsoever shall attach to, or is incurred by, any incorporator, shareholder, officer or
director, past, present or future, of the Guarantor, the Company or of any successor corporation of the Guarantor, the Company, either directly or indirectly through the Guarantor, the Company or any successor corporation of the Guarantor or the
Company, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in the Indenture or in this Note, or to be implied herefrom or therefrom; and that all such
personal liability is hereby expressly released and waived as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of this Note.

 Exhibit B-5

 ASSIGNMENT FORM

 To assign this Note, fill in the form below:
 (I) or (we)
assign and transfer this Note to:
                                      

 (Insert assignee’s legal name)

 (Insert assignee’s soc. sec. or tax I.D. no.)

 (Print or type assignee’s name, address and zip code)

 and irrevocably
appoint                                             

 to transfer this Note on the books of the Company. The agent may substitute another to act for him.

 Date:                  

 Your Signature:                    

 (Sign exactly as your name appears on the face of this Note)

 Signature
Guarantee ‡ :                      

 ‡
 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee).

 Exhibit B-6

 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE §
 The following exchanges of a
part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

 Date of Exchange

 Amount of

 decrease in
 principal amount

 at maturity of
 this Global
Note

 Amount of

 increase in
 principal amount

 at maturity of
 this Global
Note

 Principal amount at

 maturity of
 this Global Note

 following such
 decrease (or

 increase)

 Signature of

 authorized
 signatory of

 Trustee or

 Custodian

 §
 This Schedule should be included only if the Note is issued in global form.

 Exhibit B-7

 EXHIBIT C

 QWEST CORPORATION
 THIS
GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE
TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 3.2 OF THE FIRST SUPPLEMENTAL INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3.2(a) OF THE FIRST SUPPLEMENTAL
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 309 OF THE BASE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF QWEST
CORPORATION, AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 QWEST CORPORATION

 6.750% NOTES DUE 2052
 Certificate No.
[  ]
 CUSIP No.: [  ]

 ISIN: [  ]

 Exhibit C-1

 $[  ]

 Qwest Corporation, a Colorado corporation (herein called the “Company”, which term includes any successor corporation under the Indenture referred
to on the reverse hereof), for value received hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [  ] MILLION DOLLARS ($[    ])[, or such lesser amount as is set forth in the
Schedule of Exchanges of Interests in the Global Note on the other side of this Note,] on June 15, 2052 at the office or agency of the Company maintained for that purpose in accordance with the terms of the Indenture, in such coin or currency
of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest quarterly in arrears on March 15, June 15, September 15 and December 15, commencing
on September 15, 2026 to the Holder in whose name the Note is registered in the security register on the preceding March 1, June 1, September 1 and December 1, whether or not a Business Day, as the case may be, in accordance
with the terms of the Indenture. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 11, 2026. Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Company shall pay interest on any Notes in certificated form by check mailed to the address of the person entitled thereto
as it appears in the security register; provided, however , that a Holder of any Notes in certificated form in the aggregate principal amount of more than $2,000,000 may specify by written notice to the Company (with a copy to the Trustee)
that it pay interest by wire transfer of immediately available funds to the account specified by the Holder in such notice, or on any Global Notes by wire transfer of immediately available funds to the account of the Depositary or its nominee. This
Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed manually or by facsimile by the Trustee or a duly authorized authenticating agent under the Indenture.

 IN WITNESS WHEREOF, the Company has caused this Note to be duly executed.

 Dated:     , 2026

 QWEST CORPORATION

 By:

 Name:
 Title:

 Exhibit C-2

 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

 This is one of the Notes described in the within-named Indenture. : [    ], 20[ ]

 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

 By:

 Authorized Signatory

 Exhibit C-3

 [FORM OF REVERSE SIDE OF NOTE]

 QWEST CORPORATION

 6.750% NOTES DUE 2052
 This Note is one
of a duly authorized issue of Securities of the Company, designated as its 6.750% Notes due 2052 (herein called the “ Notes ”), issued under and pursuant to an Indenture dated as of June 11, 2026 (herein called the
“ Base Indenture ”), among the Company, the Guarantor and U.S. Bank Trust Company, National Association, as trustee (herein called the “ Trustee ”), as supplemented by the First Supplemental Indenture, dated as of
June 11, 2026 (herein called the “ First Supplemental Indenture ,” and together with the Base Indenture, the “ Indenture ”), to which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders of the Notes. Capitalized terms used but not otherwise defined in this Note shall have
the respective meanings ascribed thereto in the Indenture.
 The Indenture contains provisions permitting the Company, the Guarantor and the Trustee, with
the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Notes, subject to exceptions set forth in Section 901 of the Base Indenture. Subject to the provisions of the Indenture, the Holders of
not less than a majority in aggregate principal amount of the Notes at the time outstanding may, on behalf of the Holders of all of the Notes, waive any past default or Event of Default, subject to exceptions set forth in the Indenture.

 No reference herein to the Indenture and no provision of this Note or of the Indenture shall impair, as among the Company and the Holder of the Notes, the
obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the place, at the respective times, at the rate and in the coin or currency prescribed herein and in the
Indenture.
 Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from
June 11, 2026. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

 The Notes are issuable in fully registered form, without coupons, in minimum denominations of $25 principal amount and any multiple of $25. At the office or
agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, without payment of any service charge but with payment of a sum sufficient to cover any tax, assessment or other
governmental charge that may be imposed in connection with any registration or exchange of Notes, Notes may be exchanged for a like aggregate principal amount of Notes of any other authorized denominations.

 The Company shall have the right to redeem the Notes under certain circumstances as set forth in Section 4.1 of the First Supplemental Indenture.

 Exhibit C-4

 The Notes are not subject to redemption through the operation of any sinking fund.

 The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article V of the First Supplemental Indenture and reference is hereby made to such Indenture for the precise terms of the Note Guarantee.
 Except as
otherwise expressly provided in Article V of the First Supplemental Indenture, no recourse shall be had for the payment of principal of, or premium, if any, or interest, if any, on this Note, or for any claim based hereon, or upon any obligation,
covenant or agreement of the Company in the Indenture or in any Note, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Guarantor, the Company or any successor corporation of the Guarantor or the
Company, either directly or indirectly through the Guarantor, the Company or any successor corporation of the Guarantor or the Company, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment of penalty
or otherwise; it being expressly agreed and understood that the Indenture and this Note are solely corporate obligations, and that no personal liability whatsoever shall attach to, or is incurred by, any incorporator, shareholder, officer or
director, past, present or future, of the Guarantor, the Company or of any successor corporation of the Guarantor, the Company, either directly or indirectly through the Guarantor, the Company or any successor corporation of the Guarantor or the
Company, because of the incurring of the indebtedness hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in the Indenture or in this Note, or to be implied herefrom or therefrom; and that all such
personal liability is hereby expressly released and waived as a condition of, and as part of the consideration for, the execution of the Indenture and the issuance of this Note.

 Exhibit C-5

 ASSIGNMENT FORM

 To assign this Note, fill in the form below:
 (I) or (we)
assign and transfer this Note to:
                                     

 (Insert assignee’s legal name)

 (Insert assignee’s soc. sec. or tax I.D. no.)

 (Print or type assignee’s name, address and zip code)

 and irrevocably
appoint                                             

 to transfer this Note on the books of the Company. The agent may substitute another to act for him.

 Date:                 

 Your Signature:                   

 (Sign exactly as your name appears on the face of this Note)

 Signature
Guarantee ** :                     

 **
 Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to
the Trustee).

 Exhibit C-6

 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *
 The following exchanges of a part of this Global Note for an interest in another Global Note or for a
Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

 Date of Exchange

 Amount of

 decrease in
 principal amount

 at maturity of
 this Global
Note

 Amount of

 increase in
 principal amount

 at maturity of
 this Global
Note

 Principal amount at

 maturity of
 this Global Note

 following such
 decrease (or

 increase)

 Signature of

 authorized
 signatory of

 Trustee or

 Custodian

 *
 This Schedule should be included only if the Note is issued in global form.

 Exhibit C-7

EX-4.3 · d20154dex43.htm

EX-4.3
 4
 d20154dex43.htm
 EX-4.3

 Exhibit 4.3

 EXECUTION VERSION
 EIGHTEENTH
SUPPLEMENTAL INDENTURE
 EIGHTEENTH SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”) dated as
of June 11, 2026, between QWEST CORPORATION, a Colorado corporation (formerly named US West Communications, Inc.) (the “ Issuer ”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee
under the Indenture referred to below (the “ Trustee ”).
 W I T N E S S E T H :

 WHEREAS, the Issuer and the Trustee (as successor in interest to Bank One Trust Company, N.A.) are party to that certain Indenture, dated as
of October 15, 1999, as supplemented by that certain First Supplemental Indenture, dated as of August 19, 2004, by and between the Issuer and the Trustee (as successor in interest to U.S. Bank National Association) (such Indenture, as so
supplemented by such First Supplemental Indenture, the “ Base Indenture ”), as further supplemented by that certain Sixteenth Supplemental Indenture, dated as of August 22, 2016, by and between the Issuer and the Trustee (the
Base Indenture, as so supplemented by such Sixteenth Supplemental Indenture, the “ Indenture ”), providing for the issuance of the Issuer’s 6.5% Notes due 2056 (the “ Notes ”);

 WHEREAS, the Issuer has offered to exchange the Notes for new notes issued by the Issuer (the “ Exchange Offer ”), upon the
terms and subject to the conditions set forth in its offers to exchange and solicitations of consents, pursuant to a registration statement on Form S-4 initially publicly filed with the Securities and Exchange
Commission (the “ SEC ”) on April 16, 2026, as amended by Post-Effective Amendment No. 1 to Form S-4 filed with the SEC on May 19, 2026 (as amended, restated, and supplemented
or otherwise modified, the “ Statement ”) and, in conjunction with the Exchange Offer, has solicited consents from the Holders of the Notes to the amendments to the Indenture contained herein (the “ Consent
Solicitation ”);
 WHEREAS, Section 9.02 of the Base Indenture provides, among other things, that with the consent of the
Holders of a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (the “ Requisite Consents ”), the Issuer and the Trustee may enter into a supplemental indenture to add
any provisions to or to change or eliminate any provisions of the Indenture or to modify the rights of Holders of the Notes of each such Series;

 WHEREAS, the Issuer has received the Requisite Consents from the Holders of the Notes to make certain amendments to the Indenture and the
Notes as set forth in Sections 2 and 3 hereof (the “ Amendments ”), as certified by an Officers’ Certificate, including the Certification of D.F. King & Co, Inc. attached thereto, delivered to the Trustee
simultaneously with the execution and delivery of this Supplemental Indenture;

 WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate
action on the part of the Issuer;
 WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental
Indenture and to make this Supplemental Indenture valid and binding have been complied with or have been done or performed;
 WHEREAS, the
Issuer has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that the execution of the Supplemental Indenture is authorized or permitted by the Indenture and that all conditions precedent, if any,
provided for in the Indenture for the execution and delivery of such Supplemental Indenture have been fulfilled; and
 WHEREAS, pursuant to
Section 9.02 of the Base Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture, and the Issuer has requested that the Trustee execute and deliver this Supplemental Indenture.

 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
 1.
 Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture, and the rules of construction contained in the Indenture will apply equally to this Supplemental Indenture.

 2. Amendments .
 (a) Solely
as applicable to the Notes, (1) the following provisions of the Base Indenture (including, in the case of Article 5, Section 5.01 thereof) and all references thereto in the Base Indenture are hereby amended to be deleted in their entirety
and to be of no further force and effect, and (2) the Issuer is hereby released from its obligations under the following provisions of the Base Indenture, provided that the section or article numbers, as applicable, will remain and the
word “[Reserved]” shall replace the title thereto:

 (i)
 Section 4.02 (Reports by the Company);

 (ii)
 Section 4.03 (Limitation on Liens); and

 (iii)
 Article 5 (Successor Corporation).

 (b) Any of the terms or provisions present in the Notes that relate to any of the provisions of the Indenture as amended by this Supplemental
Indenture are also hereby amended, mutatis mutandis , so as to be consistent with the amendments made by this Supplemental Indenture; provided , for the avoidance of doubt, that such amendments shall be made only to the extent such
amendments may be made with the consent of Holders of the Requisite Consents.

 2

 (c) Solely as applicable to the Notes, the Indenture is hereby amended by deleting any
definitions from the Indenture with respect to which references would be eliminated as a result of the amendments to the Indenture pursuant to Section 2(a) above.

 (d) Solely as applicable to the Notes, the Indenture and the Notes are hereby amended by deleting all references in the Indenture and the Notes
to those articles, sections and subsections that are deleted as a result of the amendments made by this Supplemental Indenture; provided , for the avoidance of doubt, that such amendments shall be made only to the extent such amendments may be
made with the consent of Holders of the Requisite Consents.
 (e) Solely as applicable to the Notes, none of the Issuer, the Trustee or
other parties to or beneficiaries of the Indenture or the Notes shall have any rights, obligations or liabilities under such sections or clauses deleted pursuant to this Section 2 and such sections or clauses shall not be considered in
determining whether a Default or Event of Default has occurred or whether the Issuer or the Trustee has observed, performed or complied with the provisions of the Indenture or the Notes.

 3. Notes Deemed Conformed . The provisions of the Notes shall be deemed to be conformed to the Indenture as supplemented by this
Supplemental Indenture and amended to the extent that the Notes are inconsistent with the Indenture as amended by this Supplemental Indenture.

 4. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended hereby, the Indenture (solely as
applicable to the Notes) and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture (solely as
applicable to the Notes) for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

 5. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY .

 6. Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic signature transmission shall constitute effective execution and delivery of this
Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic signature shall be deemed to be their
original signatures for all purposes.

 3

 7. Effect of Headings . The Section headings herein are for convenience only and shall
not affect the construction thereof.
 8. Effectiveness; Revocation . Notwithstanding anything to the contrary herein, this
Supplemental Indenture shall become effective and binding on the Issuer, the Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Indenture upon the execution and delivery by the parties of this
Supplemental Indenture, but the amendments to the Indenture and the Notes pursuant to this Supplemental Indenture (including Sections 2 and 3 above) shall become effective only on the settlement date of the Exchange Offer, as further described in
the Statement. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right,
remedy or claim under the Indenture.
 9. Severability . To the extent permitted by applicable law, any provision of this Supplemental
Indenture held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of
the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. In the event any one or more of the provisions contained in this Supplemental
Indenture or any waiver, amendment or modification to this Supplemental Indenture (or purported waiver, amendment, or modification), including pursuant to this Supplemental Indenture, should be held invalid, illegal, unenforceable or to be
unauthorized under the terms of Section 9.02 of the Base Indenture, then:
 (x) (i) such provisions, waivers,
amendments or modifications (or purported waivers, amendments or modifications) shall be construed or deemed modified so as to be valid, legal, enforceable and authorized under the terms of Section 9.02 of the Base Indenture, as applicable,
with an economic effect as close as possible to that of the invalid, illegal, unenforceable or unauthorized provisions, waivers, amendments or modifications, as applicable, and (ii) once construed or modified by clause (i), such provisions,
waivers, amendments or modifications (or attempted waivers, amendments, or modifications) shall be deemed to have been operative ab initio ,

 (y) any such provision, waiver, amendment or modification (or purported waiver, amendment or modification) not capable of being
modified or construed in accordance with the foregoing clause (x) shall automatically be considered without effect, and such provision, waiver, amendment or modification shall for all purposes be deemed to have never been implemented or
occurred, as applicable, and

 4

 (z) after giving effect to each of the foregoing clauses (x) and (y),
the validity, legality and enforceability of the remaining provisions or waivers, amendments or modifications, as applicable, contained herein and therein shall not in any way be affected or impaired thereby.

 Notwithstanding any other provision of this Supplemental Indenture, if a court of competent jurisdiction, in a final and unstayed order,
determines that the amendments contained herein are invalid for any reason, such determination shall not (directly or indirectly) constitute a default or breach of this Supplemental Indenture or the Indenture.

 10. Trustee . The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and
statements herein are deemed to be those of the Issuer, and not of the Trustee. The Issuer hereby authorizes and directs the Trustee to execute and deliver this Supplemental Indenture. The Issuer acknowledges and agrees that the Trustee
(i) shall be entitled to all of the rights, privileges, benefits, protections, indemnities, limitations of liability, and immunities of the Trustee set forth in the Indenture, which are hereby deemed incorporated by reference; and (ii) has
acted consistently with its standard of care under the Indenture.
 [ Signature page follows ]

 5

 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed by their respective officers hereunto duly authorized, all as of the day and year first written above.

 QWEST CORPORATION, as the Company

 By:

 /s/ Jon Yourkoski

 Name:

 Jon Yourkoski

 Title:

 Senior Vice President, Treasurer and Corporate Development

 [ Signature Page to
Eighteenth Supplemental Indenture ]

 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed by their respective officers hereunto duly authorized, all as of the day and year first written above.

 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as the Trustee

 By:

 /s/ Michael McGuire

 Name: Michael McGuire

 Title: Vice President

 [ Signature Page to
Eighteenth Supplemental Indenture ]

EX-4.4 · d20154dex44.htm

EX-4.4
 5
 d20154dex44.htm
 EX-4.4

 Exhibit 4.4

 EXECUTION VERSION
 NINETEENTH
SUPPLEMENTAL INDENTURE
 NINETEENTH SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”) dated as
of June 11, 2026, between QWEST CORPORATION, a Colorado corporation (formerly named US West Communications, Inc.) (the “ Issuer ”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as trustee
under the Indenture referred to below (the “ Trustee ”).
 W I T N E S S E T H :

 WHEREAS, the Issuer and the Trustee (as successor in interest to Bank One Trust Company, N.A.) are party to that certain Indenture, dated as
of October 15, 1999, as supplemented by that certain First Supplemental Indenture, dated as of August 19, 2004, by and between the Issuer and the Trustee (as successor in interest to U.S. Bank National Association) (such Indenture, as so
supplemented by such First Supplemental Indenture, the “ Base Indenture ”), as further supplemented by that certain Seventeenth Supplemental Indenture, dated as of April 27, 2017, by and between the Issuer and the Trustee (the
Base Indenture, as so supplemented by such Seventeenth Supplemental Indenture, the “ Indenture ”), providing for the issuance of the Issuer’s 6.75% Notes due 2057 (the “ Notes ”);

 WHEREAS, the Issuer has offered to exchange the Notes for new notes issued by the Issuer (the “ Exchange Offer ”), upon the
terms and subject to the conditions set forth in its offers to exchange and solicitations of consents, pursuant to a registration statement on Form S-4 initially publicly filed with the Securities and Exchange
Commission (the “ SEC ”) on April 16, 2026, as amended by Post-Effective Amendment No. 1 to Form S-4 filed with the SEC on May 19, 2026 (as amended, restated, and supplemented
or otherwise modified, the “ Statement ”) and, in conjunction with the Exchange Offer, has solicited consents from the Holders of the Notes to the amendments to the Indenture contained herein (the “ Consent
Solicitation ”);
 WHEREAS, Section 9.02 of the Base Indenture provides, among other things, that with the consent of the
Holders of a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (the “ Requisite Consents ”), the Issuer and the Trustee may enter into a supplemental indenture to add
any provisions to or to change or eliminate any provisions of the Indenture or to modify the rights of Holders of the Notes of each such Series;

 WHEREAS, the Issuer has received the Requisite Consents from the Holders of the Notes to make certain amendments to the Indenture and the
Notes as set forth in Sections 2 and 3 hereof (the “ Amendments ”), as certified by an Officers’ Certificate, including the Certification of D.F. King & Co, Inc. attached thereto, delivered to the Trustee
simultaneously with the execution and delivery of this Supplemental Indenture;

 WHEREAS, this Supplemental Indenture has been duly authorized by all necessary corporate
action on the part of the Issuer;
 WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental
Indenture and to make this Supplemental Indenture valid and binding have been complied with or have been done or performed;
 WHEREAS, the
Issuer has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that the execution of the Supplemental Indenture is authorized or permitted by the Indenture and that all conditions precedent, if any,
provided for in the Indenture for the execution and delivery of such Supplemental Indenture have been fulfilled; and
 WHEREAS, pursuant to
Section 9.02 of the Base Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture, and the Issuer has requested that the Trustee execute and deliver this Supplemental Indenture.

 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the Issuer and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
 1.
 Capitalized Terms . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture, and the rules of construction contained in the Indenture will apply equally to this Supplemental Indenture.

 2. Amendments .
 (a) Solely
as applicable to the Notes, (1) the following provisions of the Base Indenture (including, in the case of Article 5, Section 5.01 thereof) and all references thereto in the Base Indenture are hereby amended to be deleted in their entirety
and to be of no further force and effect, and (2) the Issuer is hereby released from its obligations under the following provisions of the Base Indenture, provided that the section or article numbers, as applicable, will remain and the
word “[Reserved]” shall replace the title thereto:
 (i) Section 4.02 (Reports by the Company);

 (ii) Section 4.03 (Limitation on Liens); and

 (iii) Article 5 (Successor Corporation).

 (b) Any of the terms or provisions present in the Notes that relate to any of the provisions of the Indenture as amended by this Supplemental
Indenture are also hereby amended, mutatis mutandis , so as to be consistent with the amendments made by this Supplemental Indenture; provided , for the avoidance of doubt, that such amendments shall be made only to the extent such
amendments may be made with the consent of Holders of the Requisite Consents.

 2

 (c) Solely as applicable to the Notes, the Indenture is hereby amended by deleting any
definitions from the Indenture with respect to which references would be eliminated as a result of the amendments to the Indenture pursuant to Section 2(a) above.

 (d) Solely as applicable to the Notes, the Indenture and the Notes are hereby amended by deleting all references in the Indenture and the Notes
to those articles, sections and subsections that are deleted as a result of the amendments made by this Supplemental Indenture; provided , for the avoidance of doubt, that such amendments shall be made only to the extent such amendments may be
made with the consent of Holders of the Requisite Consents.
 (e) Solely as applicable to the Notes, none of the Issuer, the Trustee or
other parties to or beneficiaries of the Indenture or the Notes shall have any rights, obligations or liabilities under such sections or clauses deleted pursuant to this Section 2 and such sections or clauses shall not be considered in
determining whether a Default or Event of Default has occurred or whether the Issuer or the Trustee has observed, performed or complied with the provisions of the Indenture or the Notes.

 3. Notes Deemed Conformed . The provisions of the Notes shall be deemed to be conformed to the Indenture as supplemented by this
Supplemental Indenture and amended to the extent that the Notes are inconsistent with the Indenture as amended by this Supplemental Indenture.

 4. Ratification of Indenture; Supplemental Indentures Part of Indenture . Except as expressly amended hereby, the Indenture (solely as
applicable to the Notes) and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture (solely as
applicable to the Notes) for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

 5. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY .

 6. Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, PDF or other electronic signature transmission shall constitute effective execution and delivery of this
Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic signature shall be deemed to be their
original signatures for all purposes.

 3

 7. Effect of Headings . The Section headings herein are for convenience only and shall
not affect the construction thereof.
 8. Effectiveness; Revocation . Notwithstanding anything to the contrary herein, this
Supplemental Indenture shall become effective and binding on the Issuer, the Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Indenture upon the execution and delivery by the parties of this
Supplemental Indenture, but the amendments to the Indenture and the Notes pursuant to this Supplemental Indenture (including Sections 2 and 3 above) shall become effective only on the settlement date of the Exchange Offer, as further described in
the Statement. Nothing in this Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right,
remedy or claim under the Indenture.
 9. Severability . To the extent permitted by applicable law, any provision of this Supplemental
Indenture held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of
the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. In the event any one or more of the provisions contained in this Supplemental
Indenture or any waiver, amendment or modification to this Supplemental Indenture (or purported waiver, amendment, or modification), including pursuant to this Supplemental Indenture, should be held invalid, illegal, unenforceable or to be
unauthorized under the terms of Section 9.02 of the Base Indenture, then:
 (x) (i) such provisions, waivers,
amendments or modifications (or purported waivers, amendments or modifications) shall be construed or deemed modified so as to be valid, legal, enforceable and authorized under the terms of Section 9.02 of the Base Indenture, as applicable,
with an economic effect as close as possible to that of the invalid, illegal, unenforceable or unauthorized provisions, waivers, amendments or modifications, as applicable, and (ii) once construed or modified by clause (i), such provisions,
waivers, amendments or modifications (or attempted waivers, amendments, or modifications) shall be deemed to have been operative ab initio ,

 (y) any such provision, waiver, amendment or modification (or purported waiver, amendment or modification) not capable of being
modified or construed in accordance with the foregoing clause (x) shall automatically be considered without effect, and such provision, waiver, amendment or modification shall for all purposes be deemed to have never been implemented or
occurred, as applicable, and
 (z) after giving effect to each of the foregoing clauses (x) and (y), the validity,
legality and enforceability of the remaining provisions or waivers, amendments or modifications, as applicable, contained herein and therein shall not in any way be affected or impaired thereby.

 4

 Notwithstanding any other provision of this Supplemental Indenture, if a court of competent
jurisdiction, in a final and unstayed order, determines that the amendments contained herein are invalid for any reason, such determination shall not (directly or indirectly) constitute a default or breach of this Supplemental Indenture or the
Indenture.
 10. Trustee . The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The
recitals and statements herein are deemed to be those of the Issuer, and not of the Trustee. The Issuer hereby authorizes and directs the Trustee to execute and deliver this Supplemental Indenture. The Issuer acknowledges and agrees that the Trustee
(i) shall be entitled to all of the rights, privileges, benefits, protections, indemnities, limitations of liability, and immunities of the Trustee set forth in the Indenture, which are hereby deemed incorporated by reference; and (ii) has
acted consistently with its standard of care under the Indenture.
 [ Signature page follows ]

 5

 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed by their respective officers hereunto duly authorized, all as of the day and year first written above.

 QWEST CORPORATION, as the Company

 By:

 /s/ Jon Yourkoski

 Name:

 Jon Yourkoski

 Title:

 Senior Vice President, Treasurer and Corporate Development

 [ Signature Page to
Nineteenth Supplemental Indenture ]

 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed by their respective officers hereunto duly authorized, all as of the day and year first written above.

 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as the Trustee

 By:

 /s/ Michael McGuire

 Name: Michael McGuire

 Title: Vice President

 [ Signature Page to
Nineteenth Supplemental Indenture ]