Common use of Amount of Securities Clause in Contracts

Amount of Securities. Subject to Section 3.02, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $458,214,000 (the “Original Securities”). The Issuer shall be entitled, subject to its compliance with the covenants set forth in this Indenture, including Section 9.08, to issue Additional Securities under this Indenture which shall have identical terms as the Original Securities, other than with respect to the date of issuance, the issue price and, if applicable, the payment of interest accruing prior to the issue date of such Additional Securities and the first payment of interest following the issue date of such Additional Securities (and such changes as are customary to permit escrow arrangements, if any, in connection with the issuance of such Additional Securities); provided that a separate CUSIP or ISIN shall be issued for any Additional Securities if the Additional Securities are not fungible for U.S. federal income tax purposes with the Original Securities. The Original Securities and any Additional Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to the Additional Securities, the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (a) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (b) the issue price, the issue date and the CUSIP number of such Additional Securities; (c) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Securities as set forth in Appendix A to this Indenture. For each issuance of Additional Securities, the Issuer shall lend to Level 3 Communications an amount equal to the principal amount of the Additional Securities so issued, and the principal amount of the Loan Proceeds Note shall be increased by such amount; provided that such calculation or the correctness of the amount of the Loan Proceeds Note or any increase in the amount thereof shall not be a duty or obligation of the Trustee.

Amount of Securities. Subject to Section 3.02, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $458,214,000 606,230,000 (the “Original Securities”). The Issuer shall be entitled, subject to its compliance with the covenants set forth in this Indenture, including Section 9.08, to issue Additional Securities under this Indenture which shall have identical terms as the Original Securities, other than with respect to the date of issuance, the issue price and, if applicable, the payment of interest accruing prior to the issue date of such Additional Securities and the first payment of interest following the issue date of such Additional Securities (and such changes as are customary to permit escrow arrangements, if any, in connection with the issuance of such Additional Securities); provided that a separate CUSIP or ISIN shall be issued for any Additional Securities if the Additional Securities are not fungible for U.S. federal income tax purposes with the Original Securities. The Original Securities and any Additional Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to the Additional Securities, the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (a) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (b) the issue price, the issue date and the CUSIP number of such Additional Securities; (c) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Securities as set forth in Appendix A to this Indenture. For each issuance of Additional Securities, the Issuer shall lend to Level 3 Communications an amount equal to the principal amount of the Additional Securities so issued, and the principal amount of the Loan Proceeds Note shall be increased by such amount; provided that such calculation or the correctness of the amount of the Loan Proceeds Note or any increase in the amount thereof shall not be a duty or obligation of the Trustee.

Amount of Securities. Subject to Section 3.02, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $458,214,000 711,902,000 (the “Original Securities”). The Issuer shall be entitled, subject to its compliance with the covenants set forth in this Indenture, including Section 9.08, to issue Additional Securities under this Indenture which shall have identical terms as the Original Securities, other than with respect to the date of issuance, the issue price and, if applicable, the payment of interest accruing prior to the issue date of such Additional Securities and the first payment of interest following the issue date of such Additional Securities (and such changes as are customary to permit escrow arrangements, if any, in connection with the issuance of such Additional Securities); provided that a separate CUSIP or ISIN shall be issued for any Additional Securities if the Additional Securities are not fungible for U.S. federal income tax purposes with the Original Securities. The Original Securities and any Additional Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to the Additional Securities, the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (a) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (b) the issue price, the issue date and the CUSIP number of such Additional Securities; (c) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Securities as set forth in Appendix A to this Indenture. For each issuance of Additional Securities, the Issuer shall lend to Level 3 Communications an amount equal to the principal amount of the Additional Securities so issued, and the principal amount of the Loan Proceeds Note shall be increased by such amount; provided that such calculation or the correctness of the amount of the Loan Proceeds Note or any increase in the amount thereof shall not be a duty or obligation of the Trustee.

Amount of Securities. Subject to Section 3.02, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $458,214,000 349,999,160 (the “Original Securities”). The Issuer shall be entitled, subject to its compliance with the covenants set forth in this Indenture, including Section 9.08, to issue Additional Securities under this Indenture which shall have identical terms as the Original Securities, other than with respect to the date of issuance, the issue price and, if applicable, the payment of interest accruing prior to the issue date of such Additional Securities and the first payment of interest following the issue date of such Additional Securities (and such changes as are customary to permit escrow arrangements, if any, in connection with the issuance of such Additional Securities); provided that a separate CUSIP or ISIN shall be issued for any Additional Securities if the Additional Securities are not fungible for U.S. federal income tax purposes with the Original Securities. The Original Securities and any Additional Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to the Additional Securities, the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (a) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (b) the issue price, the issue date and the CUSIP number of such Additional Securities; (c) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Securities as set forth in Appendix A to this Indenture. For each issuance of Additional Securities, the Issuer shall lend to Level 3 Communications an amount equal to the principal amount of the Additional Securities so issued, and the principal amount of the Loan Proceeds Note shall be increased by such amount; provided that such calculation or the correctness of the amount of the Loan Proceeds Note or any increase in the amount thereof shall not be a duty or obligation of the Trustee.

Amount of Securities. Subject to Section 3.02(a) Except for any PIK Securities, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $458,214,000 (the “Original Securities”). The Issuer shall Securities that may be entitled, subject to its compliance with the covenants set forth in this Indenture, including Section 9.08, to issue Additional Securities authenticated and delivered under this Indenture which is limited to $75,000,000. (b) On the Issue Date, the Issuer shall issue and deliver, in accordance with this Article 2, Original Securities in an aggregate principal amount of $50,000,000. (c) On any Business Day on or prior to June 30, 2022 that does not fall between a Record Date and its related Payment Date (but, for the avoidance of doubt, only one Business Day, but not more than one Business Day), the Issuer may issue and deliver, in accordance with this Article 2, without the consent of any Holder or of any holder of beneficial interests in the Original Securities, upon five Business Days’ written notice to the Trustee, Additional Securities in an aggregate principal amount of up to $25,000,000; provided, that, as of such Business Day, as conditions to the issuance of such Additional Securities, (i) no Event of Default has occurred and is continuing, (ii) the Additional Securities Triggering Event has occurred and (iii) the Issuer shall deliver to the Trustee, in addition to the written order of the Issuer pursuant to Section 2.03, an Officer’s Certificate of the Issuer certifying as to the satisfaction of the foregoing clause (i) and clause (ii), describing in sufficient detail the basis for satisfying such clause (ii). Such Additional Securities shall have identical the same terms as the Original Securities, other than with respect to except that the date of issuanceissue date, the issue price and, if applicablepurchase price, the payment of initial Payment Date and the initial date from which interest accruing prior to shall accrue may vary. If the issue date of Issuer determines that such Additional Securities and the first payment are issued as part of interest following the issue date of a “qualified reopening” for U.S. federal income tax purposes, such Additional Securities (will have the same CUSIP number as the Original Securities and such changes as are customary to permit escrow arrangements, if any, in connection with the issuance of such Additional Securities); provided that a separate CUSIP or ISIN shall be issued for any Additional Securities if the Additional Securities are not fungible for U.S. federal income tax purposes with will have the same issue date and issue price as the Original Securities. If the Issuer determines that such Additional Securities are not issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Securities will be required to have a CUSIP number that is different than the CUSIP number of the Original Securities. (d) In connection with any valid election by the Issuer to pay PIK Interest in respect of the Securities in accordance with Paragraph 1(c) of the form of Security set forth in Exhibit A, and only in connection with such payment on any PIK Payment Date, the Issuer is required to, in accordance with the terms of the Securities, without the consent of any Holder or of any holder of beneficial interests in the Securities and without regard to Section 4.03, issue PIK Securities by delivering to the Trustee a written order of the Issuer signed by one Officer and increasing the outstanding principal amount of the Securities on such PIK Payment Date in accordance with Paragraph 1(c) of the form of Security set forth in Exhibit A (each, a “PIK Payment”). (e) The Securities, including the Original Securities, any Additional Securities and any Additional Securities issued in exchange therefor PIK Securities, shall be treated as a single class for all purposes under this Indenture. With respect , including directions provided to the Additional SecuritiesTrustee pursuant to Section 6.05 (including, for the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy avoidance of each of which shall be delivered doubt directing the Trustee to exercise any remedy available to the Trustee, Trustee or the following information: (a) the aggregate principal amount exercising of such Additional Securities to be authenticated and delivered pursuant to any power conferred by this Indenture; (b) the issue price), the issue date waivers, amendments, redemptions and the CUSIP number of such Additional Securities; (c) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Securities as set forth in Appendix A offers to this Indenture. For each issuance of Additional Securities, the Issuer shall lend to Level 3 Communications an amount equal to the principal amount of the Additional Securities so issuedpurchase, and the principal amount shall rank on a parity basis in right of the Loan Proceeds Note shall be increased by such amount; provided that such calculation or the correctness of the amount of the Loan Proceeds Note or any increase in the amount thereof shall not be a duty or obligation of the Trusteepayment and security.

Amount of Securities. Subject to Section 3.02, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $458,214,000 1,575,000,000 (the “Original Securities”). The Issuer shall be entitled, subject to its compliance with the covenants set forth in this Indenture, including Section 9.08, to issue Additional Securities under this Indenture which shall have identical terms as the Original Securities, other than with respect to the date of issuance, the issue price and, if applicable, the payment of interest accruing prior to the issue date of such Additional Securities and the first payment of interest following the issue date of such Additional Securities (and such changes as are customary to permit escrow arrangements, if any, in connection with the issuance of such Additional Securities); provided that a separate CUSIP or ISIN shall be issued for any Additional Securities if the Additional Securities are not fungible for U.S. federal income tax purposes with the Original Securities. The Original Securities and any Additional Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to the Additional Securities, the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (a) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (b) the issue price, the issue date and the CUSIP number of such Additional Securities; (c) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Securities as set forth in Appendix A to this Indenture. For each issuance of Additional Securities, the Issuer shall lend to Level 3 Communications an amount equal to the principal amount of the Additional Securities so issued, and the principal amount of the Loan Proceeds Note shall be increased by such amount; provided that such calculation or the correctness of the amount of the Loan Proceeds Note or any increase in the amount thereof shall not be a duty or obligation of the Trustee.

Amount of Securities. (a) Subject to the terms and conditions set forth in this Section 3.022.01, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is limited to $458,214,000 120,000,000. (b) On the Issue Date, the Issuer shall issue and deliver, in accordance with this Article 2, Original Securities in an aggregate principal amount of $84,000,000. (c) As long as no Event of Default has occurred and is continuing, if the Additional Securities Triggering Event occurs, then the Issuer shall issue and deliver (subject to receiving agreed-upon consideration therefor), in accordance with this Section 2.01(c), within 10 Business Days of the Additional Securities Triggering Event, upon five Business Days’ written notice to the Trustee (which five Business Day period may, for the avoidance of doubt, be concurrent with such 10 Business Day period), accompanied by an Officers’ Certificate certifying as to the occurrence of and date of the Additional Securities Triggering Event (but, in any case, not during the period between the day immediately after the relevant Record Date immediately preceding the next related Payment Date and such Payment Date, unless the entire such 10 Business Day period following the Additional Securities Triggering Event is within such period, in which case, on the Business Day immediately following such Payment Date) and subject to the substantially concurrent receipt of payment therefor, additional Securities in an aggregate principal amount of $36,000,000 (“Original Additional Securities”). The Issuer shall be entitled, subject to its compliance with the covenants set forth in this Indenture, including Section 9.08, to issue Such Additional Securities under this Indenture which shall have identical the same terms as the Original Securities, other than with respect to except that the date of issuanceissuance price, the issue price and, if applicable, issuance date and the payment of interest accruing prior to initial Payment Date may vary. If the issue date of Issuer determines that any such Additional Securities and the first payment are issued as part of interest following the issue date of a “qualified reopening” for U.S. federal income tax purposes, such Additional Securities (will have the same CUSIP number as the Original Securities and such changes as are customary to permit escrow arrangements, if any, in connection with the issuance of such Additional Securities); provided that a separate CUSIP or ISIN shall be issued for any Additional Securities if the Additional Securities are not fungible for U.S. federal income tax purposes with will have the same issue date and issue price as the Original Securities. If the Issuer determines that any such Additional Securities are not issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Securities will be required to have a CUSIP number that is different than the CUSIP number of the Original Securities. (d) The Original Securities and Securities, including any Additional Securities issued in exchange therefor Securities, shall be treated as a single class for all purposes under this Indenture. With respect , including directions provided to the Additional Securities, the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (a) the aggregate principal amount of such Additional Securities to be authenticated and delivered Trustee pursuant to this Indenture; (b) the issue priceSection 6.05, the issue date waivers, amendments, redemptions and the CUSIP number of such Additional Securities; (c) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Securities as set forth in Appendix A offers to this Indenture. For each issuance of Additional Securities, the Issuer shall lend to Level 3 Communications an amount equal to the principal amount of the Additional Securities so issuedpurchase, and the principal amount shall rank on a parity basis in right of the Loan Proceeds Note shall be increased by such amount; provided that such calculation or the correctness of the amount of the Loan Proceeds Note or any increase in the amount thereof shall not be a duty or obligation of the Trusteepayment and security.

Amount of Securities. Subject to Section 3.02, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $458,214,000 915,108,000 (the “Original Securities”). The Issuer shall be entitled, subject to its compliance with the covenants set forth in this Indenture, including Section 9.08, to issue Additional Securities under this Indenture which shall have identical terms as the Original Securities, other than with respect to the date of issuance, issuance and the issue price and, if applicable, the payment of interest accruing prior to the issue date of such Additional Securities and the first payment of interest following the issue date of such Additional Securities (and such changes as are customary to permit escrow arrangements, if any, in connection with the issuance of such Additional Securities); provided that a separate CUSIP or ISIN shall be issued for any Additional Securities if the Additional Securities are not fungible for U.S. federal income tax purposes with the Original Securities. The Original Securities and any Additional Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to the Additional Securities, the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (a) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (b) the issue price, the issue date and the CUSIP number of such Additional Securities; (c) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Securities as set forth in Appendix A to this Indenture. For each issuance of Additional Securities, the Issuer shall lend to Level 3 Communications an amount equal to the principal amount of the Additional Securities so issued, and the principal amount of the Loan Proceeds Note shall be increased by such amount; provided that such calculation or the correctness of the amount of the Loan Proceeds Note or any increase in the amount thereof shall not be a duty or obligation of the Trustee.

Amount of Securities. Subject to Section 3.02, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $458,214,000 452,500,000 (the “Original Securities”). The Issuer shall be entitled, subject to its compliance with the covenants set forth in this Indenture, including Section 9.08, to issue Additional Securities under this Indenture which shall have identical terms as the Original Securities, other than with respect to the date of issuance, the issue price and, if applicable, the payment of interest accruing prior to the issue date of such Additional Securities and the first payment of interest following the issue date of such Additional Securities (and such changes as are customary to permit escrow arrangements, if any, in connection with the issuance of such Additional Securities); provided that a separate CUSIP or ISIN shall be issued for any Additional Securities if the Additional Securities are not fungible for U.S. federal income tax purposes with the Original Securities. The Original Securities and any Additional Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to the Additional Securities, the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (a) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (b) the issue price, the issue date and the CUSIP number of such Additional Securities; (c) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Securities as set forth in Appendix A to this Indenture. For each issuance of Additional Securities, the Issuer shall lend to Level 3 Communications an amount equal to the principal amount of the Additional Securities so issued, and the principal amount of the Loan Proceeds Note shall be increased by such amount; provided that such calculation or the correctness of the amount of the Loan Proceeds Note or any increase in the amount thereof shall not be a duty or obligation of the Trustee.

Amount of Securities. (a) Subject to the terms and conditions set forth in this Section 3.022.01, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $458,214,000 (the “Original Securities”). The Issuer shall Securities that may be entitled, subject to its compliance with the covenants set forth in this Indenture, including Section 9.08, to issue Additional Securities authenticated and delivered under this Indenture is limited to $80,000,000. (b) On the Issue Date, the Issuer shall issue and deliver, in accordance with this Article 2, Original Securities in an aggregate principal amount of $40,000,000. (c) As long as no Event of Default has occurred and is continuing, if the Additional Securities Triggering Event occurs, then the Issuer shall issue and deliver (subject to receiving agreed-upon consideration therefor), in accordance with this Section 2.01(c), within 10 Business Days of the Additional Securities Triggering Event, upon five Business Days’ written notice to the Trustee (which five Business Day period may, for the avoidance of doubt, be concurrent with such 10 Business Day period), accompanied by an Officers’ Certificate certifying as to the occurrence of and date of the Additional Securities Triggering Event (but, in any case, not during the period between the day immediately after the relevant Record Date immediately preceding the next related Payment Date and such Payment Date, unless the entire such 10 Business Day period following the Additional Securities Triggering Event is within such period, in which case, on the Business Day immediately following such Payment Date) and subject to the substantially concurrent receipt of payment therefor, Additional Securities in an aggregate principal amount of $40,000,000. Such Additional Securities shall have identical the same terms as the Original Securities, other than with respect to except that the date of issuanceissuance price, the issue price and, if applicable, issuance date and the payment of interest accruing prior to initial Payment Date may vary. If the issue date of Issuer determines that any such Additional Securities and the first payment are issued as part of interest following the issue date of a “qualified reopening” for U.S. federal income tax purposes, such Additional Securities (will have the same CUSIP number as the Original Securities and such changes as are customary to permit escrow arrangements, if any, in connection with the issuance of such Additional Securities); provided that a separate CUSIP or ISIN shall be issued for any Additional Securities if the Additional Securities are not fungible for U.S. federal income tax purposes with will have the same issue date and issue price as the Original Securities. If the Issuer determines that any such Additional Securities are not issued as part of a “qualified reopening” for U.S. federal income tax purposes, such Additional Securities will be required to have a CUSIP number that is different than the CUSIP number of the Original Securities. (d) The Original Securities and Securities, including any Additional Securities issued in exchange therefor Securities, shall be treated as a single class for all purposes under this Indenture. With respect , including directions provided to the Additional Securities, the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (a) the aggregate principal amount of such Additional Securities to be authenticated and delivered Trustee pursuant to this Indenture; (b) the issue priceSection 6.05, the issue date waivers, amendments, redemptions and the CUSIP number of such Additional Securities; (c) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Securities as set forth in Appendix A offers to this Indenture. For each issuance of Additional Securities, the Issuer shall lend to Level 3 Communications an amount equal to the principal amount of the Additional Securities so issuedpurchase, and the principal amount shall rank on a parity basis in right of the Loan Proceeds Note shall be increased by such amount; provided that such calculation or the correctness of the amount of the Loan Proceeds Note or any increase in the amount thereof shall not be a duty or obligation of the Trusteepayment and security.

Amount of Securities. Subject to Section 3.02, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $458,214,000 678,367,000 (the “Original Securities”). The Issuer shall be entitled, subject to its compliance with the covenants set forth in this Indenture, including Section 9.08, to issue Additional Securities under this Indenture which shall have identical terms as the Original Securities, other than with respect to the date of issuance, the issue price and, if applicable, the payment of interest accruing prior to the issue date of such Additional Securities and the first payment of interest following the issue date of such Additional Securities (and such changes as are customary to permit escrow arrangements, if any, in connection with the issuance of such Additional Securities); provided that a separate CUSIP or ISIN shall be issued for any Additional Securities if the Additional Securities are not fungible for U.S. federal income tax purposes with the Original Securities. The Original Securities and any Additional Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to the Additional Securities, the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (a) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (b) the issue price, the issue date and the CUSIP number of such Additional Securities; (c) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Securities as set forth in Appendix A to this Indenture. For each issuance of Additional Securities, the Issuer shall lend to Level 3 Communications an amount equal to the principal amount of the Additional Securities so issued, and the principal amount of the Loan Proceeds Note shall be increased by such amount; provided that such calculation or the correctness of the amount of the Loan Proceeds Note or any increase in the amount thereof shall not be a duty or obligation of the Trustee.

Amount of Securities. Subject to Section 3.02, the Trustee shall authenticate Securities for original issue on the Issue Date in the aggregate principal amount of $458,214,000 667,711,000 (the “Original Securities”). The Issuer shall be entitled, subject to its compliance with the covenants set forth in this Indenture, including Section 9.08, to issue Additional Securities under this Indenture which shall have identical terms as the Original Securities, other than with respect to the date of issuance, the issue price and, if applicable, the payment of interest accruing prior to the issue date of such Additional Securities and the first payment of interest following the issue date of such Additional Securities (and such changes as are customary to permit escrow arrangements, if any, in connection with the issuance of such Additional Securities); provided that a separate CUSIP or ISIN shall be issued for any Additional Securities if the Additional Securities are not fungible for U.S. federal income tax purposes with the Original Securities. The Original Securities and any Additional Securities issued in exchange therefor shall be treated as a single class for all purposes under this Indenture. With respect to the Additional Securities, the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (a) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (b) the issue price, the issue date and the CUSIP number of such Additional Securities; (c) whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Securities as set forth in Appendix A to this Indenture. For each issuance of Additional Securities, the Issuer shall lend to Level 3 Communications an amount equal to the principal amount of the Additional Securities so issued, and the principal amount of the Loan Proceeds Note shall be increased by such amount; provided that such calculation or the correctness of the amount of the Loan Proceeds Note or any increase in the amount thereof shall not be a duty or obligation of the Trustee.

Amount of Securities. Subject to Section 3.02, the The Trustee shall authenticate Initial Securities for original issue on the Issue Date in the aggregate principal amount of $458,214,000 250,000,000. The Debt Securities will constitute direct, unconditional, unsubordinated and (except as provided in Sections 804 and 805) unsecured obligations of the “Original Securities”)Issuer and the Guarantees will constitute direct, unconditional, unsubordinated and (except as provided in Sections 804 and 805) unsecured obligations of each of the Guarantors, in each case without any preference among themselves, and will rank at least equally with all other unsecured and unsubordinated obligations of the Issuer or all other unsecured and unsubordinated obligations of such Guarantor, as the case may be, subject, in the event of insolvency, to laws of general applicability relating to or affecting creditors’ rights. The Issuer shall be entitled, subject to its compliance with the covenants set forth in this Indenture, including Section 9.08, entitled to issue Additional Securities Securities, including Exchange Securities, in an unlimited aggregate principal amount under this Indenture which that shall have identical terms as the Original Initial Securities, other than with respect to the date of issuance, the issue price andprice, if applicable, the payment amount of interest accruing prior to the issue date of such Additional Securities and payable on the first payment of Interest Payment Date applicable thereto, transfer restrictions, any registration rights agreement and additional interest following the issue date of such Additional Securities (and such changes as are customary to permit escrow arrangements, if any, in connection with the issuance of such Additional Securities)respect thereto; provided that a separate CUSIP or ISIN shall be issued for any Additional Securities if such issuance is not prohibited by the Additional Securities are not fungible for U.S. federal income tax purposes with the Original Securitiesterms of this Indenture. The Original Initial Securities and any Additional Securities issued in exchange therefor Securities, including Exchange Securities, shall be treated as a single class for all purposes under this Indenture. With respect to the Additional Securities, the Issuer shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (a1) the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; (b2) the issue price, the issue date and the CUSIP number or ISIN numbers of such Additional Securities;, the first Interest Payment Date and the amount of interest payable on such first Interest Payment Date applicable thereto and the date from which interest shall accrue; provided, however, that no Additional Securities shall be issued that are not fungible for U.S. Federal income tax purposes with any other Debt Securities issued under this Indenture; and (c3) whether such Additional Securities shall be Transfer Restricted Securities Securities. The Trustee shall, upon receipt of the Board Resolution and issued in the form of Securities as set forth in Appendix A to this Indenture. For each issuance of Additional SecuritiesOfficers’ Certificate, the Issuer shall lend to Level 3 Communications an amount equal to the principal amount of authenticate the Additional Securities so issued, and in accordance with the principal amount provisions of the Loan Proceeds Note shall be increased by such amount; provided that such calculation or the correctness Section 302 of the amount of the Loan Proceeds Note or any increase in the amount thereof shall not be a duty or obligation of the Trusteethis Indenture.