LEVEL 3 FINANCING, INC. REGISTRATION AGREEMENTRegistration Agreement • October 30th, 2006 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York
Level 3 Financing, Inc., a Delaware company (the “Issuer”), proposes to issue and sell to certain purchasers (the “Purchasers”), upon the terms set forth in a purchase agreement dated October 25, 2006, (the “Purchase Agreement”), $600,000,000 aggregate principal amount of its 9.25% Senior Notes due 2014 (the “Original Notes”) (such sale, the “Initial Placement”), to be guaranteed on an unsecured unsubordinated basis by Level 3 Communications, Inc., the direct parent company of the Issuer (“Parent”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to your obligations thereunder, the Issuer and Parent jointly and severally agree with you, (i) for your benefit and the benefit of the other Purchasers and (ii) for the benefit of the holders from time to time of the Original Notes (including
LEVEL 3 COMMUNICATIONS, INC., as Guarantor, LEVEL 3 FINANCING, INC., as Issuer, and THE BANK OF NEW YORK, as TrusteeIndenture • October 30th, 2006 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York
INDENTURE, dated as of October 30, 2006, among Level 3 Communications, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called “Parent”), having its principal office at 1025 Eldorado Boulevard, Broomfield, Colorado 80021, Level 3 Financing, Inc. (the “Issuer”), having its principal office at 1025 Eldorado Boulevard, Broomfield, Colorado 80021, and The Bank of New York, a New York banking corporation, as Trustee (herein called the “Trustee”).
