0001104659-11-012759 Sample Contracts

LEVEL 3 COMMUNICATIONS, INC., as Guarantor, LEVEL 3 FINANCING, INC., as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Supplemental Indenture • March 7th, 2011 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

INDENTURE, dated as of March 4, 2011, 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 Mellon Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”).

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LEVEL 3 FINANCING, INC. $500,000,000 9.375% Senior Notes due 2019 REGISTRATION AGREEMENT
Registration Agreement • March 7th, 2011 • 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 March 1, 2011 (the “Purchase Agreement”), $500,000,000 aggregate principal amount of its 9.375% Senior Notes due 2019 (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

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