QWEST COMMUNICATIONS INTERNATIONAL INC
PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>7
<FILENAME>d84707ex10-33.txt
<DESCRIPTION>PURCHASE AGREEMENT
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.33

                               PURCHASE AGREEMENT

                           QWEST CAPITAL FUNDING, INC.

               $2,250,000,000 OF 7.25% NOTES DUE FEBRUARY 15, 2011

               $1,000,000,000 OF 7.75% NOTES DUE FEBRUARY 15, 2031

                   UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF
                   PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY

                     QWEST COMMUNICATIONS INTERNATIONAL INC.

                                                               February 7, 2001


Banc of America Securities LLC
Bank of America Corporate Center
100 North Tryon Street
Charlotte, NC 28255

Chase Securities Inc.
270 Park Avenue
New York, NY 10017

As Representatives of the several Initial Purchasers
named in Schedule I hereto

Ladies and Gentlemen:

Qwest Capital Funding, Inc. (formerly known as U S WEST Capital Funding, Inc.),
a Colorado corporation (the "COMPANY"), proposes to issue and sell to the
several Initial Purchasers listed in Schedule I hereto (the "INITIAL
PURCHASERS") for whom Banc of America Securities LLC and Chase Securities Inc.
are acting as representatives (the "REPRESENTATIVES"), $2,250,000,000 of 7.25%
Notes due February 15, 2011 (the "2011 NOTES") and $1,000,000,000 of 7.75% Notes
due February 15, 2031 (the "2031 NOTES" together with the 2011 Notes, the
"NOTES"). The Securities will be unconditionally guaranteed as to payment of
principal, premium, if any, and interest (the "GUARANTEES" and together with the
Notes, the "SECURITIES") by Qwest Communications International Inc. (as
successor to U S WEST, Inc. ("U S WEST")), a Delaware corporation (the
"GUARANTOR"), and will be issued pursuant to the provisions of an Indenture,
dated as of June 29, 1998, as amended by the First Supplemental Indenture, dated
as of June 30, 2000 (as so amended, the "INDENTURE"), among the Company, the
Guarantor and Bank One Trust Company, National Association, as trustee (the
"TRUSTEE").

The Securities will have the benefit of a Registration Rights Agreement, dated
as of February 14, 2001 (the "REGISTRATION RIGHTS AGREEMENT"), among the
Company, the Guarantor and the Initial Purchasers, pursuant to which the Company
and the Guarantor have agreed, for the benefit of the Initial Purchasers and
their respective direct and indirect transferees and assigns, to register the
Securities under the Securities Act of 1933, as amended (the "SECURITIES ACT")
subject to the terms and conditions therein specified.

The sale of the Securities to the Initial Purchasers will be made without
registration of the Securities under the Securities Act, in reliance upon
exemptions therefrom.


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In connection with the sale of the Securities, the Company and the Guarantor
have prepared an offering memorandum dated February 13, 2001 (the "OFFERING
MEMORANDUM"), for the information of the Initial Purchasers and for delivery to
prospective purchasers of the Securities. The term Offering Memorandum shall be
deemed to mean and include documents incorporated by reference therein. All
references in this Agreement to financial statements and schedules and other
information which is "contained," "included," "stated" or "given" in the
Offering Memorandum (or other references of like import) shall be deemed to mean
and include all such financial statements and schedules and other information
which is incorporated by reference in the Offering Memorandum.

The Company and the Guarantor hereby agree with the Initial Purchasers as
follows:

1. The Company agrees to issue and sell the Securities to the several Initial
Purchasers as hereinafter provided, and each Initial Purchaser, upon the basis
of the representations and warranties herein contained, but subject to the
conditions hereinafter stated, agrees to purchase, severally and not jointly,
from the Company the respective principal amount of 2011 Notes set forth
opposite such Initial Purchaser's name in Schedule I hereto at a price (the
"PURCHASE PRICE") equal to 99.543% of their principal amount, and the principal
amount of 2031 Notes set forth opposite such Initial Purchaser's name in
Schedule I hereto at a Purchase Price equal to 98.824% of their principal
amount, plus in each case accrued interest, if any, from February 14, 2001 to
the date of payment and delivery.

2. The Company and the Guarantor understand that the Initial Purchasers intend
(i) to offer privately pursuant to Rule 144A ("Rule 144A") and pursuant to
Regulation S ("Regulation S"), each under the Securities Act their respective
portions of the Securities as soon after this Agreement has become effective as
in the judgment of the Initial Purchasers is advisable and (ii) initially to
offer the Securities upon the terms set forth in the Offering Memorandum.

Each of the Company and the Guarantor confirms that it has authorized the
Initial Purchasers, subject to the restrictions set forth below, to distribute
copies of the Offering Memorandum in connection with the offering of the
Securities. Each Initial Purchaser hereby severally makes to the Company and the
Guarantor the following representations and agreements:

     (i)  it is a "qualified institutional buyer" within the meaning of Rule
144A under the Securities Act; and

     (ii) (A) it will not solicit offers for, or offer to sell, the Securities
by any form of general solicitation or general advertising (as those terms are
used in Regulation D under the Securities Act ("REGULATION D")) and (B) it will
solicit offers for the Securities only from, and will offer the Securities only
to, persons whom it reasonably believes to be (x) in the case of offers inside
the United States, "qualified institutional buyers" within the meaning of Rule
144A and (y) in the case of offers outside the United States, to persons other
than U.S. persons, as defined under Regulation S ("FOREIGN PURCHASERS", which
term shall include dealers or other professional fiduciaries in the United
States acting on a discretionary basis for foreign beneficial owners (other than
an estate or trust)) that, in each case, in purchasing the Securities are deemed
to have represented and agreed as provided in the Offering Memorandum;

With respect to offers and sales outside the United States, as described in
clause (ii)(B)(y) above, each Initial Purchaser hereby represents and agrees
with the Company and the Guarantor that:

          (i) it understands that no action has been or will be taken by the
     Company or the Guarantor that would permit a public offering of the
     Securities, or possession or distribution of the Offering Memorandum or any
     other offering or publicity material relating to the Securities, in any
     country or jurisdiction where action for that purpose is required;

          (ii) it will comply with all applicable laws and regulations in each
     jurisdiction in which it acquires, offers, sells or delivers Securities or
     has in its possession or distributes the Offering Memorandum or any such
     other material,

          (iii) it understands that the Securities have not been and will not be
     registered under the Securities Act and may not be offered or sold within
     the United States or to, or for the account or benefit of, U.S. persons
     except in accordance with Regulation S or pursuant to an exemption from, or
     in a transaction not subject to, the registration requirements of the
     Securities Act;

          (iv) it has offered the Securities and will offer and sell the
     Securities (x) as part of its distribution at any time and (y) otherwise
     until 40 days after the later of the commencement of the offering and the
     Closing Date (as defined in Section 3 below), only in accordance with Rule
     903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any
     of its Affiliates, as defined under Regulation S-X under the Securities
     Act, nor any persons acting on its behalf has engaged or will engage



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     in any directed selling efforts (within the meaning of Regulation S) with
     respect to the Securities, and such Initial Purchaser, its Affiliates and
     any such persons have complied and will comply with the offering
     restrictions requirement of Regulation S;

          (v) it agrees that (i) it has not offered or sold Securities and,
     prior to six months after the issue date of such Securities, will not offer
     or sell any such Securities to persons in the United Kingdom except to
     persons whose ordinary activities involve them in acquiring, holding,
     managing or disposing of investments (as principal or agent) for the
     purposes of their businesses or otherwise in circumstances which have not
     resulted and will not result in an offer to the public in the United
     Kingdom within the meaning of the Public Offers of Securities Regulations
     1995, (ii) it has complied and will comply with all applicable provisions
     of the Financial Services Act 1986 with respect to anything done by it in
     relation to the Securities in, from or otherwise involving the United
     Kingdom, and (iii) it has only issued or passed on and will only issue or
     pass on in the United Kingdom any document received by it in connection
     with an issue of Securities to a person who is of a kind described in
     Article 11(3) of the Financial Services Act 1986 (Investment
     Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom
     such document may otherwise lawfully be issued or passed on.

Terms used in this Section 2 and not otherwise defined in this Agreement have
the meanings given to them by Regulation S.

3. Payment for the Securities shall be made by wire transfer in immediately
available funds to the account specified by the Company to the Representatives
at 9:00 A.M., New York City time, on February 14, 2001, or at such other time on
the same or such other date, not later than the third Business Day thereafter,
as the Representatives and the Company may agree upon in writing. The time and
date of such payment are referred to herein as the "CLOSING DATE". As used
herein, the term "BUSINESS DAY" means any day other than a day on which banks
are permitted or required to be closed in New York City.

         Payment for the Securities shall be made against delivery with respect
to Securities to be resold to "qualified institutional buyers" by the Initial
Purchasers, to the nominee of The Depository Trust Company for the respective
accounts of the several Initial Purchasers of the Securities of one or more
global notes (collectively, "RESTRICTED GLOBAL NOTES") representing such
Securities and with respect to Securities to be resold to foreign purchasers by
the Initial Purchasers, to the nominee of The Depository Trust Company for the
respective accounts of the several Initial Purchasers of the Securities of one
or more Regulation S global notes (collectively, the "REGULATION S GLOBAL NOTES"
and, together with the Restricted Global Notes, the "GLOBAL NOTES") representing
such Securities, with any transfer taxes payable in connection with the transfer
to the Initial Purchasers of the Securities duly paid by the Company. The Global
Notes will be made available for inspection by the Initial Purchasers at the
office of Brown & Wood LLP, One World Trade Center, New York, New York 10048 not
later than 1:00 P.M., New York City time, on the Business Day prior to the
Closing Date.

4. The Company and the Guarantor represent and warrant to each Initial Purchaser
that:

(a) the Offering Memorandum will not, in the form used by the Initial Purchasers
to confirm sales of the Securities and as of the Closing Date, contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in light of the circumstances existing
at such dates, not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in reliance upon
and in conformity with written information furnished to the Company or the
Guarantor by any Initial Purchaser, or on behalf of any Initial Purchaser by the
Representatives, specifically for use therein;

(b) the documents incorporated by reference in the Offering Memorandum (the
"Incorporated Documents"), when they were filed with the Securities and Exchange
Commission (the "Commission"), conformed in all material respects to the
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations of the Commission thereunder, and none of
such documents contained an untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and any further





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documents so filed and incorporated by reference in the Offering Memorandum,
when such documents are filed with the Commission, will conform in all material
respects to the requirements of the Exchange Act, and will not contain an untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading;

(c) the financial statements of U S WEST and the Guarantor, together with the
related schedules and notes thereto, included and incorporated by reference in
the Offering Memorandum present fairly the consolidated financial position of
each such entity and its consolidated subsidiaries as of the dates indicated and
the statement of operations, shareowners' equity and cash flows of each such
entity and its consolidated subsidiaries for the periods specified; and said
financial statements have been prepared in conformity with generally accepted
accounting principles and practices applied on a consistent basis throughout the
periods involved. The pro forma financial statements of the Guarantor and U S
WEST and the related notes thereto included and incorporated by reference in the
Offering Memorandum, to the best knowledge of the Company and the Guarantor,
present fairly the information shown therein, have been prepared in accordance
with the Commission's rules and guidelines with respect to the pro forma
financial statements and have been properly compiled on the bases described
therein and the assumptions used therein, and the assumptions used in the
preparation thereof are reasonable and the adjustments used therein are
appropriate to give effect to the transactions and circumstances referred to
therein;

(d) since the respective dates as of which information is given in the Offering
Memorandum, except as otherwise stated therein, (A) there has been no material
adverse change in the financial condition or results of operations of the
Company or of the Guarantor and its subsidiaries, taken as a whole (a "Material
Adverse Effect"), (B) there have been no transactions entered into by the
Company or by the Guarantor or any of its subsidiaries, other than those in the
ordinary course of business, which are material with respect to the Company or
the Guarantor and its subsidiaries, taken as a whole, and (C) there has been no
dividend or distribution of any kind declared, paid or made by the Company or
the Guarantor on any class of its capital stock, except for regular quarterly
dividends on the Guarantor's common stock in amounts that are consistent with
past practice;

(e) this Agreement has been duly authorized, executed and
delivered by each of the Company and the Guarantor;

(f) the Indenture has been duly authorized, executed and delivered by each of
the Company and the Guarantor and (assuming the due authorization, execution and
delivery by the Trustee) constitutes the legal, valid and binding agreement of
the Company and the Guarantor enforceable against each of them in accordance
with its terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting enforcement of
creditors' rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law);

(g) the Registration Rights Agreement has been duly authorized by the Company
and the Guarantor and, when executed and delivered by the Company and the
Guarantor, will constitute a valid and binding agreement of each of the Company
and the Guarantor, enforceable against the Company and the Guarantor in
accordance with its terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as enforcement thereof is
subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law), and except that enforcement of
rights to indemnification and contribution contained therein may be limited by
applicable Federal or state laws or the public policy underlying such laws;

(h) the Securities have been duly authorized and, at the Closing Date, will have
been duly executed by the Company and, when authenticated, issued and delivered
in the manner provided for in the Indenture and delivered against payment of the
purchase price therefor as provided in this Agreement, will constitute





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legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium or similar laws
affecting enforcement of creditors' rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law), and will be in
the form contemplated by, and entitled to the benefits of, the Indenture;

(i) the Guarantees have been duly authorized and, at the Closing Date, will have
been duly executed by the Guarantor and, when issued and delivered in the manner
provided for in the Indenture, will constitute legal, valid and binding
obligations of the Guarantor, enforceable against the Guarantor in accordance
with their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as enforcement thereof is
subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law), and will be in the form
contemplated by, and entitled to the benefits of, the Indenture;

(j) the Exchange Notes (as defined in the Registration Rights Agreement) have
been duly authorized and, when authenticated, issued and delivered in the manner
provided for in the Indenture and issued and delivered in exchange for the
Securities Notes in the manner contemplated in the Registration Rights
Agreement, will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or similar laws affecting enforcement of creditors' rights generally
and except as enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law), and will be in the form contemplated by, and entitled to the benefits of,
the Indenture;

(k) the Exchange Guarantees (as defined in the Registration Rights Agreement)
have been duly authorized and, when authenticated, issued and delivered in the
manner provided for in the Indenture and issued and delivered in the manner
contemplated in the Registration Rights Agreement, will constitute valid and
binding obligations of the Guarantor, enforceable against the Guarantor in
accordance with their terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), reorganization, moratorium or similar laws affecting
enforcement of creditors' rights generally and except as enforcement thereof is
subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law, and will be in the form
contemplated by, and entitled to the benefit of the Indenture);

(l) as of the Closing Date, the Securities, the Exchange Notes, the Exchange
Guarantees, the Indenture and the Registration Rights Agreement will conform in
all material respects to the respective statements relating thereto contained in
the Offering Memorandum;

(m) the execution, delivery and performance of this Agreement and the
Registration Rights Agreement and the consummation of the transactions
contemplated herein and therein (including, without limitation, the issuance and
sale of the Securities and the Guarantees)) and compliance by the Company and
the Guarantor with their respective obligations hereunder and thereunder have
been duly authorized by all necessary corporate action and do not and will not,
whether with or without the giving of notice or passage of time or both,
conflict with or constitute a breach of, or default or Repayment Event (as
defined below) under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company, the Guarantor
or any subsidiary of the Guarantor pursuant to, any contract, indenture,
mortgage, deed of trust, loan or credit agreement, note, lease or other
agreement or instrument to which the Company, the Guarantor or any subsidiary
of the Guarantor is a party or by which it or any of them may be bound, or to
which any of the property or assets of the Company, the Guarantor or any
subsidiary of the Guarantor is subject (collectively, "Agreements and
Instruments") (except for such conflicts, breaches or defaults or liens,
charges or encumbrances that would not result in a Material Adverse Effect),
nor will such action result in any violation of the provisions of the charter
or bylaws of the Company, the




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Guarantor or any subsidiary of the Guarantor or, to the best knowledge of the
Company and the Guarantor, any applicable law, statute, rule, regulation,
judgment, order, writ or decree of any government, government instrumentality or
court, domestic or foreign, having jurisdiction over the Company, the Guarantor
or any subsidiary of the Guarantor or any of their assets, properties or
operations. As used herein, a "Repayment Event" means any event or condition
which gives the holder of any note, debenture or other evidence of indebtedness
of the Company, the Guarantor or any subsidiary of the Guarantor (or any person
acting on such holder's behalf) the right to require the repurchase, redemption
or repayment of all or a portion of such indebtedness by the Company, the
Guarantor or any subsidiary of the Guarantor; (n) other than as set forth in the
Offering Memorandum, there is not pending or, to the knowledge of the Company or
the Guarantor, threatened, any action, suit, proceeding, inquiry or
investigation to which the Company, the Guarantor or any subsidiary of the
Guarantor is a party or to which the assets, properties or operations of the
Company, the Guarantor or any subsidiary of the Guarantor is subject, before or
by any court or governmental agency or body, domestic or foreign, which might
reasonably be expected to result in a Material Adverse Effect or which might
reasonably be expected to materially and adversely affect the assets, properties
or operations of the Company, the Guarantor and any subsidiary of the Guarantor,
taken as a whole, or the consummation of the transactions contemplated by this
Agreement or the Indenture or the performance by the Company or the Guarantor of
their respective obligations thereunder;

(o) the Guarantor and its subsidiaries possess such permits, licenses,
approvals, consents and other authorizations (collectively, "Governmental
Licenses") issued by the appropriate federal, state, local or foreign regulatory
agencies or bodies necessary to conduct the business now operated by them; the
Guarantor and its subsidiaries are in compliance with the terms and conditions
of all such Governmental Licenses, except where the failure so to comply would
not, singly or in the aggregate, have a Material Adverse Effect; all of the
Governmental Licenses are valid and in full force and effect, except when the
invalidity of such Governmental Licenses or the failure of such Governmental
Licenses to be in full force and effect would not have a Material Adverse
Effect; and neither the Guarantor nor any of its subsidiaries has received any
notice of proceedings relating to the revocation or modification of any such
Governmental Licenses which, singly or in the aggregate, if the subject of an
unfavorable decision, ruling or finding, would result in a Material Adverse
Effect;

(p) none of the Company, the Guarantor or any of their respective affiliates (as
defined in Rule 501(b) of Regulation D) has directly, or through any agent,
sold, offered for sale, solicited offers to buy or otherwise negotiated in
respect of, any security (as defined in the Securities Act) which is or will be
integrated with the sale of the Securities in a manner that would require the
registration under the Securities Act of the offering contemplated by the
Offering Memorandum;

(q) none of the Company, the Guarantor, any affiliate (as defined in Rule 501(b)
of Regulation D) of the Company or the Guarantor or any person acting on its or
their behalf has offered or sold the Securities by means of any general
solicitation or general advertising within the meaning of Rule 502(c) under the
Securities Act, or by means of any directed selling efforts within the meaning
of Rule 902 of Regulation S, and the Company, the Guarantor, any affiliate of
the Company and the Guarantor and any person acting on its or their behalf has
complied with and will implement the "offering restrictions" requirements of
Regulation S;

(r) the Securities satisfy the requirements set forth in Rule 144A(d)(3) under
the Securities Act;

(s) assuming the accuracy of the representations of the Initial Purchasers
contained in Section 2 hereof, it is not necessary in connection with the offer,
sale and delivery of the Securities in the manner contemplated by this Agreement
to register the Securities under the Securities Act or to qualify the Indenture
under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act");
and

(t) none of the transactions contemplated by this Agreement (including, without
limitation, the use of the proceeds from the sale of the Securities) will
violate or result in a violation of Section 7 of the Exchange Act, or any
regulation promulgated thereunder, including, without limitation, Regulations T,
U, and X of the Board of Governors of the Federal Reserve System.

5. The Company and the Guarantor covenant and agree with each of the several
Initial Purchasers as follows:



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(a) to deliver to the Initial Purchasers as many copies of the Offering
Memorandum (including all amendments and supplements thereto) as the Initial
Purchasers may reasonably request;

(b) before distributing any amendment or supplement to the Offering Memorandum,
to furnish to the Representatives a copy of the proposed amendment or supplement
for review and not to distribute any such proposed amendment or supplement to
which the Representatives reasonably object;

(c) if, at any time prior to the earlier of (i) 9 months from the date of the
Offering Memorandum and (ii) notice by the Representatives to the Company and
the Guarantor of the completion of the initial placement of the Securities, any
event shall occur as a result of which the Offering Memorandum as then amended
or supplemented would include an untrue statement of a material fact, or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading, or if it is
necessary to amend or supplement the Offering Memorandum to comply with law,
forthwith to prepare and furnish, at the expense of the Company, to the Initial
Purchasers and to the dealers (whose names and addresses the Representatives
will furnish to the Company) to which Securities may have been sold by the
Initial Purchasers on behalf of the Initial Purchasers and to any other dealers
upon request, such amendments or supplements to the Offering Memorandum as may
be necessary to correct such statement or omission or to effect compliance with
law;

(d) to endeavor to qualify the Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions as the Representatives shall
reasonably request and to continue such qualification in effect so long as
reasonably required for distribution of the Securities; provided that the
Company shall not be required to file a general consent to service of process in
any jurisdiction;

(e) during the period of two years after the date hereof, to furnish to the
Initial Purchasers, as soon as practicable after the end of each fiscal year, a
copy of the Guarantor's annual report to shareholders, if any, for such year,
and to furnish to the Initial Purchasers and to counsel to the Initial
Purchasers, (i) as soon as available, a copy of each report of the Guarantor
filed with the Commission under the Exchange Act or mailed to stockholders, and
(ii) from time to time, such other information concerning the Guarantor or the
Company as the Initial Purchasers may reasonably request;

(f) during the period beginning on the date hereof and continuing to and
including the Business Day following the Closing Date, not to, directly or
indirectly, sell, offer to sell, grant any option for the sale of, or otherwise
dispose of, any of its senior debt securities having a maturity of one year or
more without the prior written consent of the Representatives;

(g) to use the net proceeds received by the Company from the sale of the
Securities pursuant to this Agreement in the manner specified in the Offering
Memorandum under the caption "Use of Proceeds";

(h) to furnish to the holders of the Securities no later than 90 days after the
end of each fiscal year an annual report (including a balance sheet and
statements of income, stockholders' equity and cash flows of the Guarantor and
its consolidated subsidiaries certified by independent public accountants) and,
as soon as practicable after the end of each of the first three quarters of each
fiscal year (beginning with the fiscal quarter ending after the date of the
Offering Memorandum), consolidated summary financial information of the
Guarantor and its subsidiaries of such quarter in reasonable detail;

(i) during the period of two years after the Closing Date, the Company and the
Guarantor will not, and will not permit any of their respective controlled
"affiliates" (as defined in Rule 144 under the Securities Act) to, resell any of
the Securities which constitute "restricted securities" under Rule 144 that have
been reacquired by any of them;

(j) whether or not the transactions contemplated by this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all
costs and expenses incident to the performance of its obligations hereunder and
under the Registration Rights Agreement, including without limiting the
generality of the foregoing, all fees, costs and expenses (i) incident to the
preparation, issuance, execution, authentication and delivery of the
Securities, including any expenses of the Trustee, (ii) incident to the
preparation, printing and distribution of the Offering Memorandum (including
all exhibits, amendments and supplements thereto), (iii) incurred in connection
with the registration or qualification and determination of eligibility for
investment of the Securities under the laws of such jurisdictions as the
Representatives may designate




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<PAGE>   8

(including reasonable fees of counsel for the Initial Purchasers and their
disbursements) and the printing of memoranda relating thereto, (iv) in
connection with the approval for trading of the Securities on any securities
exchange or inter-dealer quotation system, if so requested, (v) in connection
with the printing (including word processing and duplication costs) and delivery
of this Agreement, the Indenture, any Preliminary and Supplemental Blue Sky
Memoranda and any Legal Investment Survey and the furnishing to Initial
Purchasers and dealers of copies of the Offering Memorandum, including mailing
and shipping, as herein provided, (vi) payable to rating agencies in connection
with the rating of the Securities, if applicable, and (vii) any expenses
incurred by the Company in connection with a "road show" presentation to
potential investors;

(k) while the Securities remain outstanding and are "restricted securities"
within the meaning of Rule 144(a)(3) and cannot be sold without restriction
under Rule 144(k) under the Securities Act, the Company and the Guarantor will,
during any period in which the Guarantor is not subject to Section 13 or 15(d)
under the Exchange Act or is not complying with the reporting requirements
thereof, make available to the purchasers and any holder of Securities in
connection with any sale thereof and any prospective purchaser of Securities and
securities analysts, in each case upon request, the information specified in,
and meeting the requirements of, Rule 144A(d)(4) under the Securities Act (or
any successor thereto);

(l) neither the Company nor the Guarantor will take any action prohibited by
Regulation M under the Exchange Act, in connection with the distribution of the
Securities contemplated hereby;

(m) none of the Company, the Guarantor, any of their respective affiliates (as
defined in Rule 501(b) of Regulation D under the Securities Act) or any person
acting on behalf of the Company, the Guarantor or such affiliate will solicit
any offer to buy or offer or sell the Securities by means of any form of general
solicitation or general advertising, including: (i) any advertisement, article,
notice or other communication published in any newspaper, magazine or similar
medium or broadcast over television or radio; and (ii) any seminar or meeting
whose attendees have been invited by any general solicitation or general
advertising; and

(n) none of the Company, the Guarantor, any of their respective affiliates (as
defined in Rule 144(a)(1) under the Securities Act) or any person acting on
behalf of any of the foregoing will engage in any directed selling efforts with
respect to the Securities within the meaning of Regulation S; and

(o) none of the Company, the Guarantor, any of their respective affiliates (as
defined in Regulation 501(b) of Regulation D under the Securities Act) or any
person acting on behalf of the Company, the Guarantor or such affiliate will
sell, offer for sale or solicit offers to buy or otherwise negotiate in respect
of any security (as defined in the Securities Act) which will be integrated with
the sale of the Securities in a manner which would require the registration
under the Securities Act of the Securities and the Company and the Guarantor
will take all action that is appropriate or necessary to assure that its
offerings of other securities will not be integrated for purposes of the
Securities Act with the offering contemplated hereby.

6. The several obligations of the Initial Purchasers hereunder to purchase the
Securities on the Closing Date are subject to the performance by the Company and
the Guarantor of their respective obligations hereunder and to the following
additional conditions:

(a) the representations and warranties of the Company and the Guarantor
contained herein are true and correct on and as of the Closing Date as if made
on and as of the Closing Date, the statements of the officers of the Company and
the Guarantor made pursuant to Section 6(e) hereof are true and correct and the
Company and the Guarantor shall have complied with all agreements and all
conditions on their part to be performed or satisfied hereunder at or prior to
the Closing Date;

(b) except as previously disclosed to the Initial Purchasers by in writing the
Company or the Guarantor prior to the execution of this Agreement, on or after
the date of this Agreement and prior to the Closing Date, there shall not have
occurred any downgrading, nor shall any notice have been given of (i) any
downgrading, (ii) any intended or potential downgrading or (iii) any review or
possible change that does not indicate an improvement, in the rating accorded
any debt securities of or guaranteed by the Company or the Guarantor by any
"nationally recognized statistical rating organization", as such term is defined
for purposes of Rule 436(g)(2) under the Securities Act;





                                       8
<PAGE>   9
 (c) since the respective dates as of which information is given in the Offering
Memorandum, there shall not have been any change in the financial condition of
the Company or of the Guarantor and its subsidiaries, taken as a whole, or in
the earnings, affairs or business prospects of the Company or of the Guarantor
and its subsidiaries, taken as a whole, otherwise than as set forth or
contemplated in the Offering Memorandum as of February 13, 2001, the effect of
which is, in the judgment of the Representatives, so material and adverse as to
make it impracticable or inadvisable to proceed with the offering or the
delivery of the Securities on the Closing Date on the terms and in the manner
contemplated in the Offering Memorandum;

(d) the Representatives shall have received on and as of the Closing Date a
certificate of the President, any Vice President, the Treasurer, any Assistant
Treasurer or the Associate General Counsel of the Company in which such officers
shall state that, to the best of their knowledge after reasonable investigation,
the representations and warranties of the Company in this Agreement are true and
correct as if made at and as of the Closing Date, that the Company has complied
in all material respects with all agreements and satisfied all conditions on its
part to be performed or satisfied hereunder at or prior to the Closing Date and
that, since the respective dates as of which information is given in the
Offering Memorandum, there has been no material adverse change in the financial
condition or results of operations of the Company, or, to the best knowledge of
the Company, of the Guarantor, and its subsidiaries, taken as a whole, except as
set forth in or contemplated by the Offering Memorandum as of February 13, 2001;

(e) the Representatives shall have received on and as of the Closing Date a
certificate of the Chief Executive Officer, the President, any Vice President,
the Treasurer, any Assistant Treasurer, or the Associate General Counsel of the
Guarantor in which such officers shall state that, to the best of their
knowledge after reasonable investigation, the representations and warranties of
the Guarantor in this Agreement are true and correct as if made at and as of the
Closing Date, that the Guarantor has complied in all material respects with all
agreements and satisfied all conditions on its part to be performed or satisfied
hereunder at or prior to the Closing Date and that, since the respective dates
as of which information is given in the Offering Memorandum, there has been no
material adverse change in the financial condition or results of operations of
the Guarantor and its subsidiaries, taken as a whole, except as set forth in or
contemplated by the Offering Memorandum;

(f) Holme Roberts & Owen LLP shall have furnished to the Initial Purchasers
their written opinion, dated the Closing Date, in form and substance
satisfactory to the Initial Purchasers, to the effect that:

(i)     The Company is a corporation duly incorporated, and is validly existing
        and in good standing under the laws of the State of Colorado, with
        corporate power to own, lease and operate its properties and to carry on
        its business as now being conducted.

(ii)    The execution, delivery and performance of this Agreement have been duly
        authorized by all necessary corporate action on the part of the Company,
        and this Agreement has been duly executed and delivered by the Company.

(iii)   The execution, delivery and performance of the Indenture has been duly
        authorized by all necessary corporate action on the part of the Company,
        and the Indenture has been duly executed and delivered by the Company.

(iv)    The Registration Rights Agreement has been duly authorized by all
        necessary corporate action on the part of the Company, and the
        Registration Rights Agreement has been duly executed and delivered by
        the Company. In rendering such opinion, such counsel may rely as to
        matters of fact, to the extent such counsel deems proper, on
        certificates of responsible officers of the Company and of public
        officials The opinion of Holme Roberts & Owen LLP described above shall
        be rendered to the Initial Purchasers at the request of the Company and
        shall so state therein.




                                       9
<PAGE>   10

(g) O'Melveny & Myers LLP shall have furnished to the Initial Purchasers their
written opinion, dated the Closing Date, in form and substance satisfactory to
the Initial Purchasers, to the effect that:

(i)     The Guarantor is a corporation duly incorporated, and is validly
        existing in good standing under the laws of the State of Delaware, with
        corporate power to own, lease and operate its properties and to carry on
        its business as described in the Offering Memorandum.

(ii)    The execution, delivery and performance of the Indenture have been duly
        authorized by all necessary corporate action on the part of the
        Guarantor, and the Indenture has been duly executed and delivered by the
        Guarantor.

(iii)   The execution, delivery and performance of this Agreement and the
        Registration Rights Agreement have been duly authorized by all necessary
        corporate action on the part of the Guarantor, and this Agreement and
        the Registration Rights Agreement have been duly executed and delivered
        by the Guarantor.

(iv)    The Indenture constitutes the legally valid and binding obligation of
        each of the Company and the Guarantor, enforceable against each of the
        Company and the Guarantor in accordance with its terms, except as may be
        limited by bankruptcy, insolvency, reorganization, moratorium or similar
        laws relating to or affecting creditor's rights generally (including,
        without limitation, fraudulent conveyance laws) and by general
        principles of equity, including, without limitation, concepts of
        materiality, reasonableness, good faith and fair dealing and the
        possible unavailability of specific performance or injunctive relief,
        regardless of whether considered in a proceeding in equity or at law.

(v)     The Notes, when duly executed and authenticated in the manner
        contemplated by the Indenture and issued and delivered to the Initial
        Purchasers against payment therefor in accordance with the provisions
        hereof, will be legally valid and binding obligations of the Company
        entitled to the benefits of the Indenture, enforceable against the
        Company in accordance with their terms, except as may be limited by
        bankruptcy, insolvency, reorganization, moratorium or similar laws
        relating to or affecting creditor's rights generally (including, without
        limitation, fraudulent conveyance laws), and by general principles of
        equity including, without limitation, concepts of materiality,
        reasonableness, good faith and fair dealing and the possible
        unavailability of specific performance or injunctive relief, regardless
        of whether considered in a proceeding in equity or at law.

(vi)    The Guarantees, when duly executed in the manner contemplated by the
        Indenture and issued and delivered to the Initial Purchasers in
        accordance with the provisions hereof, will be legally valid and binding
        obligations of the Guarantor, enforceable against the Guarantor in
        accordance with their terms, except as may be limited by bankruptcy,
        insolvency, reorganization, moratorium or similar laws relating to or
        affecting creditor's rights generally (including, without limitation,
        fraudulent conveyance laws), and by general principles of equity
        including, without limitation, concepts of materiality, reasonableness,
        good faith and fair dealing and the possible unavailability of specific
        performance or injunctive relief, regardless of whether considered in a
        proceeding in equity or at law.

(vii)   The Exchange Notes (as defined in the Registration Rights Agreement),
        when duly executed in the manner contemplated in the Indenture and
        issued and delivered in exchange for the Notes in the manner
        contemplated in the Registration Rights Agreement, will be legally valid
        and binding obligations of the Company, enforceable against the Company
        in accordance with their terms, except as may be limited by bankruptcy,
        insolvency, reorganization, moratorium or similar laws relating to
        affecting creditors rights generally (including, without limitation,
        fraudulent conveyance laws), and by general principles of equity
        including, without limitation, concepts of materiality, reasonableness,
        good faith and fair dealing and the possible unavailability of specific
        performance or injunctive relief, regardless of whether considered in a
        proceeding in equity or at law.

(viii)  The Exchange Guarantees (as defined in the Registration Rights
        Agreement), when duly executed in the manner contemplated in the
        Indenture and issued and delivered in the manner contemplated in the
        Registration Rights Agreement, will be legally valid and binding
        obligations of the Guarantor, enforceable against the Guarantor in
        accordance with their terms, except as may be limited by bankruptcy,
        insolvency, reorganization, moratorium or similar laws relating to or
        effecting creditors rights generally (including, without limitation,
        fraudulent conveyance laws), and by general principles of equity
        including, without limitation, concepts of materiality, reasonableness,
        good faith and fair dealing and the possible unavailability of specific
        performance or injunctive relief, regardless of whether considered in a
        proceeding in equity or at law.



                                       10
<PAGE>   11

(ix)    The Registration Rights Agreement constitutes the legally valid and
        binding obligation of the Company and the Guarantor, enforceable against
        the Company and the Guarantor in accordance with its terms, except as
        may be limited by bankruptcy, insolvency, reorganization, moratorium or
        similar laws relating to or affecting creditor's rights generally
        (including, without limitation, fraudulent conveyance laws) and by
        general principles of equity, including, without limitation, concepts of
        materiality, reasonableness, good faith and fair dealing and the
        possible unavailability of specific performance or injunctive relief,
        regardless of whether considered in a proceeding in equity or at law,
        and except that no opinion is expressed with respect to the provisions
        contained in Section 4 of the Registration Rights Agreement.

(x)     No order, consent, permit or approval of or filing with any federal
        governmental authority is required on the part of the Company or the
        Guarantor for the execution and delivery of this Agreement, the
        Indenture or the issuance and sale of the Securities to the Initial
        Purchasers pursuant to the terms of this Agreement, except such as may
        be required under applicable blue sky or state securities laws.

(xi)    The statements in the Offering Memorandum under the headings
        "Description of Notes", "Exchange Offer; Registration Rights" and
        "Notice to Investors", insofar as they summarize provisions of the
        Indenture or the Securities or constitute a summary of certain
        provisions of the documents referred to therein, fairly summarize the
        matters referred to therein.

(xii)   The Notes satisfy the requirement set forth in Rule 144A(d)(3) under the
        Securities Act.

(xiii)  Based upon the representations, warranties and agreements of the Company
        and the Guarantor in Sections 4(p), 4(q), 4(r), 5(m), 5(n), 5(o) and
        6(a) of this Agreement and of the Initial Purchasers in Section 2 of
        this Agreement and on the truth and accuracy of the representations and
        agreements deemed to be made by the purchasers of the Securities
        contained in the Offering Memorandum, it is not necessary in connection
        with the offer, sale and delivery of the Securities to the Initial
        Purchasers under this Agreement or in connection with the initial resale
        of such Securities by the Initial Purchasers in accordance with Section
        2 of this Agreement to register the Securities under the Securities Act
        or to qualify the Indenture under the Trust Indenture Act; provided,
        however, that such counsel need not express any opinion with respect to
        the conditions under which the Securities may be further resold.

(xiv)   The documents incorporated by reference in the Offering Memorandum, on
        the respective dates they were filed, appeared on their face to comply
        in all material respects with the requirements as to form for reports on
        Form 10-K, Form 10-Q and Form 8-K, as the case may be, under the
        Exchange Act, as amended, and Form S-4 under the Securities Act, and the
        related rules and regulations in effect at the respective dates of their
        filings, except that such counsel need express no opinion concerning the
        financial statements and other financial information contained or
        incorporated by reference therein.

                In rendering such opinion, such counsel may rely as to matters
                of fact, to the extent such counsel deems proper, on
                certificates of responsible officers of the Company and the
                Guarantor and of public officials. Such counsel may also rely as
                to matters of Colorado law upon the opinion of Holme Roberts &
                Owen LLP without independent verification. Such counsel need
                express no opinion as to matters relating to the Federal
                Communications Commission or any state public utilities
                commission or similar authority for the Company or the
                Guarantor, as applicable.

                In addition, such counsel may state that in connection with such
                counsel's participation in conferences in connection with the
                preparation of the Offering Memorandum, such counsel has not
                independently verified the accuracy, completeness or fairness of
                the statements contained or incorporated therein, and the
                limitations inherent in the examination made by such counsel and
                the knowledge available to such counsel are such that such
                counsel is unable to assume, and does not assume, any
                responsibility for such accuracy, completeness or fairness
                (except as otherwise specifically stated in paragraph (xii)
                above). However, such counsel shall state that on the basis of
                such counsel's review of the Offering Memorandum and the
                documents incorporated by reference therein and their
                participation in conferences in connection with the preparation
                of the Offering Memorandum, such counsel does not believe that
                the Offering Memorandum and the documents incorporated therein,
                considered as a whole, as of its issue date or on the date of
                the opinion, contained any untrue statement of a material fact
                or omitted to state a material fact necessary in order to make
                the statements therein, in light of the circumstances under
                which they were made, not





                                       11
<PAGE>   12


                misleading. However, such counsel need express no opinion or
                belief as to the financial statements and other financial
                information contained or incorporated by reference in the
                Offering Memorandum or in the documents incorporated therein by
                reference.

                Such opinion may state that it does not address the impact on
                the opinions contained therein of any litigation or ruling
                relating to the divestiture by American Telephone and Telegraph
                Company of ownership of its operating telephone companies (the
                "DIVESTITURE"). The opinion of O'Melveny & Myers LLP described
                above shall be rendered to the Initial Purchasers at the request
                of the Company and shall so state therein.

(h) Yash A. Rana, Esq., Associate General Counsel for the Company and the
Guarantor shall have furnished to the Initial Purchasers his written opinion,
dated the Closing Date, in form and substance satisfactory to the Initial
Purchasers, to the effect that:

(i)     The execution, delivery and performance of this Agreement and the
        Registration Rights Agreement have been duly authorized by all necessary
        corporate action on the part of the Guarantor, and this Agreement has
        been duly executed and delivered by the Guarantor.

(ii)    All state regulatory consents, approvals, authorizations or other orders
        (except as to the state securities or blue sky laws, as to which such
        counsel need express no opinion) legally required for the execution of
        the Indenture and the issuance and sale of the Securities to the Initial
        Purchasers pursuant to the terms of this Agreement have been obtained;
        provided that such counsel may rely on opinions of local counsel
        satisfactory to such counsel.

(iii)   To such counsel's knowledge, there is not pending or threatened any
        action, suit, proceeding, inquiry or investigation to which the Company,
        the Guarantor or any subsidiary of the Guarantor is a party or to which
        the assets, properties or operations of the Company, the Guarantor or
        any subsidiary of the Guarantor is subject, before or by any court or
        governmental agency or body, domestic or foreign, which (a) might
        reasonably be expected to result in a Material Adverse Effect, or (b)
        might reasonably be expected to materially and adversely affect the
        consummation by the Company or the Guarantor of the transactions
        contemplated by this Agreement, the Registration Rights Agreement or the
        Securities or the Indenture or the performance by the Company or the
        Guarantor of their respective obligations hereunder or thereunder.

(iv)    The execution, delivery and performance of this Agreement and the
        Registration Rights Agreement by the Company and the Guarantor will not
        (A) violate the charter or bylaws of the Company or the Guarantor, or
        (B) violate, breach or result in a default under any material contract,
        indenture, mortgage, loan agreement, note, lease or other material
        agreement known to such counsel to which the Company or Guarantor is a
        party or to which any of their respective properties or assets are
        subject; provided that such counsel need express no opinion as to the
        effect of the Company's or Guarantor's performance of its obligations
        under this Agreement or the Registration Rights Agreement on the
        compliance by the Company or the Guarantor with financial covenants in
        any such contract, indenture, mortgage, loan agreement, note, lease or
        other agreement.

(v)     To such counsel's knowledge, neither the Company, the Guarantor nor any
        of its subsidiaries is in violation of its charter or bylaws. Such
        counsel may state that is does not address the impact of the opinions
        contained therein on any litigation or ruling relating to the
        Divestiture. Such counsel need express no opinion with respect to
        matters relating to the Federal Communications Commission or state
        public utilities commissions for the Company or the Guarantor, as
        applicable.

(i)     Hogan & Hartson L.L.P. shall have furnished to the Initial Purchasers
        their written opinion, dated the Closing Date, in form and substance
        satisfactory to the Initial Purchasers, to the effect that no consent,
        approval, authorization or other action by, or filing or registration
        with, any federal or state government authority is required in
        connection with the execution and delivery by the Company or the
        Guarantor of this Agreement or the issuance and sale of the Securities
        to the Initial Purchasers pursuant to the terms of this Agreement.

(j)     on the date of the issuance of the Offering Memorandum and also on the
        Closing Date, Arthur Andersen LLP and KPMG LLP shall have furnished to
        the Initial Purchasers letters, dated the respective dates of delivery
        thereof, in form and substance satisfactory to the Representatives,
        containing statements




                                       12
<PAGE>   13


        and information of the type customarily included in accountants "comfort
        letters" to underwriters with respect to the financial statements and
        certain financial information contained in the Offering Memorandum;

(k)     the Initial Purchasers shall have received on and as of the Closing Date
        an opinion of Brown & Wood LLP, counsel to the Initial Purchasers, with
        respect to the validity of the Indenture and the Securities, and such
        other related matters as the Initial Purchasers may reasonably request,
        and such counsel shall have received such papers and information as they
        may reasonably request to enable them to pass upon such matters;

(l)     the Initial Purchasers shall have received prior to the Closing Date a
        copy of the Registration Rights Agreement, in the form and substance
        satisfactory to the Initial Purchasers, duly executed by the Company and
        the Guarantor, and the Registration Rights Agreement shall be in full
        force and effect at the Closing Date; and

(m)     on or prior to the Closing Date the Company shall have furnished to the
        Initial Purchasers such further certificates and documents as the
        Initial Purchasers shall reasonably request.

7. (a) The Company and the Guarantor jointly and severally agree to indemnify
and hold harmless each Initial Purchaser against any losses, claims, damages or
liabilities, joint or several, to which such Initial Purchaser may become
subject, as incurred, under the Securities Act, the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Offering Memorandum or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and will reimburse
each Initial Purchaser, as incurred, for any legal or other expenses reasonably
incurred by such Initial Purchaser in connection with investigating or defending
any such loss, claim, damage, liability or action or amounts paid in settlement
of any litigation or investigation or proceeding related thereto if such
settlement is effected with the written consent of the Company and the
Guarantor; provided, however, that the Company and the Guarantor will not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in any of such documents in
reliance upon and in conformity with written information furnished to the
Company or the Guarantor by any Initial Purchaser, or on behalf of any Initial
Purchaser by the Representatives, specifically for use therein.

(b) Each Initial Purchaser will indemnify and hold harmless the Company and the
Guarantor against any losses, claims, damages or liabilities to which the
Company or the Guarantor may become subject, as incurred, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Offering
Memorandum or any amendment or supplement thereto, or arise out of or are based
upon the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, in
each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance
upon and in conformity with written information furnished to the Company or the
Guarantor by such Initial Purchaser, or on behalf of such Initial Purchaser by
the Representatives, specifically for use therein, and will reimburse the
Company and the Guarantor, as incurred, for any legal or other expenses
reasonably incurred by the Company and the Guarantor in connection with
investigating or defending any such loss, claim, damage, liability or action.

(c) Promptly after receipt by an indemnified party under this Section 7 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section 7. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the
indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
Section 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation. The indemnifying party





                                       13
<PAGE>   14
or parties shall not be liable under this Agreement with respect to any
settlement made by any indemnified party or parties without prior written
consent by the indemnifying party or parties to such settlement.

(d) If the indemnification provided for in this Section 7 is unavailable or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a) or (b) above, (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company and
the Guarantor on the one hand and the Initial Purchasers on the other from the
offering of the Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and the Guarantor on the one hand and the
Initial Purchasers on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities as well as any
other relevant equitable considerations. The relative benefits received by the
Company and the Guarantor on the one hand and the Initial Purchasers on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total discounts and commissions received by the Initial Purchasers. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company and the Guarantor or the Initial Purchasers and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or claim which is the subject of this
subsection (d). Notwithstanding the provisions of this subsection (d), no
Initial Purchaser shall be required to contribute any amount in excess of the
amount by which the total price at which the Securities purchased by it were
offered exceeds the amount of any damages which such Initial Purchaser has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Initial Purchasers' obligations in this
subsection (d) to contribute are several in proportion to the respective
principal amount of the Securities set forth opposite their names in Schedule I
hereto, and not joint.

(e) The obligations of the Company and the Guarantor under this Section 7 shall
be in addition to any liability which the Company or the Guarantor may otherwise
have and shall extend, upon the same terms and conditions, to each person, if
any, who controls any Initial Purchaser within the meaning of the Securities Act
or the Exchange Act; and the obligations of the Initial Purchasers under this
Section 7 shall be in addition to any liability which the respective Initial
Purchasers may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls the Company or the Guarantor
within the meaning of the Securities Act or the Exchange Act.

The indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Company set forth in this Agreement shall
remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of any Initial
Purchaser or any person controlling any Initial Purchaser or by or on behalf of
the Company or the Guarantor or any person controlling the Company or the
Guarantor and (iii) acceptance of and payment for any of the Securities.



                                       14
<PAGE>   15

8. Notwithstanding anything herein contained, this Agreement may be terminated
in the absolute discretion of the Initial Purchasers, by notice given to the
Company and the Guarantor, if after the execution and delivery of this Agreement
and prior to the Closing Date (i) trading generally shall have been suspended or
materially limited on or by, as the case may be, any of the New York Stock
Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago
Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of
Trade, (ii) trading of any securities of or guaranteed by the Company or the
Guarantor shall have been suspended on any exchange or in any over-the-counter
market, (iii) a general moratorium on commercial banking activities in New York
shall have been declared by either Federal or New York State authorities, or
(iv) there shall have occurred any outbreak or escalation of hostilities or any
change in financial markets or any calamity or crisis that, in the judgment of
the Initial Purchasers, is material and adverse and which, in the judgment of
the Initial Purchasers, makes it impracticable to market the Securities on the
terms and in the manner contemplated in the Offering Memorandum.

9. This Agreement shall become effective upon the execution and delivery hereof
by the parties hereto.

10. If, on the Closing Date any one or more of the Initial Purchasers shall fail
or refuse to purchase Securities which it or they have agreed to purchase
hereunder on such date, and the aggregate principal amount of Securities which
such defaulting Initial Purchaser or Initial Purchasers agreed but failed or
refused to purchase is not more than one-tenth of the aggregate principal amount
of the Securities to be purchased on such date, the other Initial Purchasers
shall be obligated severally in the proportions that the principal amount of
Securities set forth opposite their respective names in Schedule I bears to the
aggregate principal amount of Securities set forth opposite the names of all
such non-defaulting Initial Purchasers, or in such other proportions as the
Initial Purchasers may specify, to purchase the Securities which such defaulting
Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase
on such date; provided that in no event shall the principal amount of Securities
that any Initial Purchaser has agreed to purchase pursuant to Section 1 be
increased pursuant to this Section 10 by an amount in excess of one-tenth of
such principal amount of Securities without the written consent of such Initial
Purchaser. If, on the Closing Date any Initial Purchaser or Initial Purchasers
shall fail or refuse to purchase Securities which it or they have agreed to
purchase hereunder on such date, and the aggregate principal amount of
Securities with respect to which such default occurs is more than one-tenth of
the aggregate principal amount of Securities to be purchased on such date, and
arrangements satisfactory to the Initial Purchasers, the Company and the
Guarantor for the purchase of such Securities are not made within 36 hours after
such default, this Agreement shall terminate without liability on the part of
any non-defaulting Initial Purchaser, the Company or the Guarantor. In any such
case either the Initial Purchasers, the Company or the Guarantor shall have the
right to postpone the Closing Date, but in no event for longer than seven days,
in order that the required changes, if any, in the Offering Memorandum or in any
other documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Initial Purchaser from liability in
respect of any default of such Initial Purchaser under this Agreement.

11. If this Agreement shall be terminated by the Initial Purchasers, or any of
them, because of any failure or refusal on the part of the Company or the
Guarantor to comply with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Company or the Guarantor shall be unable to
perform its obligations under this Agreement or any condition of the Initial
Purchasers' obligations cannot be fulfilled, (i) the Company and the Guarantor
shall remain responsible for the expenses to be paid or reimbursed by them
pursuant to Section 5(j) and (ii) except in the event this Agreement is
terminated pursuant to clauses (i), (iii) or (iv) of Section 8, the Company and
the Guarantor agree to reimburse the Initial Purchasers or such Initial
Purchasers as have so terminated this Agreement with respect to themselves,
severally, for the out-of-pocket expenses reasonably incurred by such Initial
Purchasers in connection with this Agreement or the offering contemplated
hereunder, not exceeding $75,000, and for the fees and disbursements of their
counsel.

12. This Agreement shall inure to the benefit of and be binding upon the
Company, the Guarantor, the Initial Purchasers, any controlling persons referred
to herein and their respective successors and assigns. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any other
person, firm or corporation any legal or equitable right, remedy or claim under
or in respect of this Agreement or any provision herein contained. No purchaser
of Securities from any Initial Purchaser shall be deemed to be a successor by
reason merely of such purchase.

13. All notices and other communications hereunder shall be in writing and shall
be deemed to have been duly given if mailed or transmitted by any standard form
of telecommunication. Notices to the Initial Purchasers shall be given to the
Initial Purchasers c/o Banc of America Securities LLC, Banc of America Corporate
Center, 100 North Tryon Street, Charlotte, NC 28255 (telefax: (704) 388-9939);
Attention: Capital Markets Services and Chase Securities Inc., 270 Park Avenue,
New York, New York 10017 (telefax: (212) 648-5909); Attention: Syndicate
Department. Notices to the Company and the Guarantor shall be given to each of
them at 1801 California Street, Denver, Colorado 80202 (telefax: (303)
896-6468); Attention: Sean P. Foley, with a copy to General Counsel (telefax:
(303) 296-5974).

14. This Agreement may be signed in counterparts, each of which shall be an
original and all of which together shall constitute one and the same instrument.

15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS
PROVISIONS THEREOF.



                                       15
<PAGE>   16


        If the foregoing is in accordance with your understanding, please sign
and return counterparts hereof.

                              Very truly yours,
                              QWEST CAPITAL FUNDING, INC.



                              By:
                                 ---------------------------------------
                                 Name:
                                 Title:

                              QWEST COMMUNICATIONS INTERNATIONAL INC.



                              By:
                                 ---------------------------------------
                                 Name:
                                 Title:


Accepted: February 7, 2001

BANC OF AMERICA SECURITIES LLC
CHASE SECURITIES INC.

By: BANC OF AMERICA SECURITIES LLC


By:
   -------------------------------
     Name:
     Title:

By: CHASE SECURITIES INC.


By:
   -------------------------------
     Name:
     Title:

For themselves and as Representatives of the other Initial Purchasers named in
Schedule I hereto.


                                       16
</TEXT>
</DOCUMENT>
