Common use of RECITALS OF THE ISSUER Clause in Contracts

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.375% Senior Notes Due 2019 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.375% Senior Notes Due 2019 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, under certain circumstances, Restricted Subsidiaries will be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On March 13, 2007, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16, 2009, the parties thereto amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 million. Pursuant to the Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under the Loan Proceeds Note upon the limited circumstances set forth therein.

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.3758.625% Senior Notes Due 2019 2020 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.3758.625% Senior Notes Due 2019 2020 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, under certain circumstances, Restricted Subsidiaries will be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On March 13, 2007, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16, 2009, the parties thereto amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 million. On October 4, 2011, the parties thereto amended and restated the Existing Credit Facility to increase the borrowings thereunder through the creation of the $650 million Tranche B II Term Loans. The Issuer lent the net proceeds of the Tranche B II Term Loans, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $650 million. On November 10, 2011, the parties thereto amended and restated the Existing Credit Facility to increase the net aggregate borrowings thereunder by $270 million through the creation of the $550 million Tranche B III Term Loans. The Issuer lent the net proceeds of the Tranche B III Term Loans, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the net principal amount by $270 million. On November 10, 2011, a portion of the net proceeds of the Tranche B III Term Loans was used for the pre-payment in full of the Tranche B Term Loans in aggregate principal amount of $280 million. Pursuant to the Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under the Loan Proceeds Note upon the limited circumstances set forth therein.

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.3759.25% Senior Notes Due 2019 2014 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.3759.25% Senior Notes Due 2019 2014 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, under certain circumstances, Restricted Subsidiaries will be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On March 13December 1, 20072004, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion 730.0 senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16June 27, 20092006, Parent, the parties thereto Issuer, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders, through an assignment and amendment agreement, amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 millionagreement. Pursuant to the Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under the Loan Proceeds Note upon the limited circumstances set forth therein.

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.37510.500% Senior Secured Notes Due 2019 2030 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.375% Senior Notes Due 2019 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer Issuer, Level 3 Parent and Parent the Guarantors party hereto have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of the Issuer, Level 3 Parent, the Issuer Guarantors party hereto, the Trustee and the TrusteeNote Collateral Agent, in accordance with their and its terms. Simultaneously with the closing On each settlement date of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. CurrentlyExchange Offers, Level 3 LLC is will issue an intercompany demand note to Level 3 Parent in an amount equal to the obligor aggregate principal amount of Securities that are issued by the Issuer in the Exchange Offers on such settlement date (each, an “Exchange Consideration Note”) in exchange for a reduction of an equivalent amount of the outstanding balance under the Parent Intercompany Note. Pursuant Level 3 Parent will then contribute the Exchange Consideration Note to the Parent Intercompany Issuer and the Issuer will then deliver the Exchange Consideration Note Subordination Agreementto Level 3 LLC for extinguishment in exchange for an equivalent increase in the outstanding balance of the Loan Proceeds Note. The Issuer will then contribute the Lumen Notes that it acquires in the Exchange Offers on such settlement date to Level 3 LLC and, in return, Level 3 LLC’s obligations LLC will deliver such Lumen Notes to Level 3 Parent in exchange for a reduction of the amount of the outstanding balance under the Parent Intercompany Note equal to the principal amount of the Securities issued in exchange for such Lumen Notes. Level 3 Parent will be subordinated then distribute such Lumen Notes to its parent company, which in turn will distribute such Lumen Notes to Lumen for retirement and cancellation. The Issuer has pledged the Loan Proceeds Note and each of the Existing Proceeds Notes to secure its obligations under the Offering Existing Issuer Credit Facility and the Existing Secured Notes and will pledge the Loan Proceeds Note upon and each of the limited circumstances set forth therein. As set forth herein, under certain circumstances, Restricted Subsidiaries will be required Existing Proceeds Notes to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their secure its obligations under such guarantee pursuant to the Securities. Level 3 Parent has pledged the Parent Intercompany Note Subordination Agreement. On March 13, 2007, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16, 2009, the parties thereto amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 million. Pursuant to the Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to secure its obligations under the Loan Proceeds Existing Issuer Credit Facility and the Existing Secured Notes and will pledge the Parent Intercompany Note upon to secure its obligations under the limited circumstances set forth thereinSecurities.

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.3756.125% Senior Notes Due 2019 2021 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.3756.125% Senior Notes Due 2019 2021 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, under certain circumstances, Restricted Subsidiaries will be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On March 13, 2007, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16, 2009, the parties thereto amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 million. Pursuant On October 4, 2011, the parties thereto amended and restated the Existing Credit Facility to increase the Offering Proceeds Note Subordination Agreementborrowings thereunder through the creation of the $650 million Tranche B II Term Loans. The Issuer lent the net proceeds of the Tranche B II Term Loans, together with cash on hand, to Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under LLC and the Loan Proceeds Note upon was amended and restated to increase the limited circumstances set forth therein.principal amount

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.3755.25% Senior Notes Due 2019 2026 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.3755.25% Senior Notes Due 2019 2026 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, under certain circumstances, Restricted Subsidiaries will be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On March 13, 2007, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16, 2009, the parties thereto amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 million. Pursuant On October 4, 2011, the parties thereto amended and restated the Existing Credit Facility to increase the Offering Proceeds Note Subordination Agreementborrowings thereunder through the creation of the $650 million Tranche B II Term Loans. The Issuer lent the net proceeds of the Tranche B II Term Loans, together with cash on hand, to Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under LLC and the Loan Proceeds Note upon was amended and restated to increase the limited circumstances set forth therein.principal amount by $650 million. On November 10, 2011, the parties thereto amended and restated the Existing

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.3754.625% Senior Notes Due 2019 2027 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.375% Senior Notes Due 2019 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Level 3 Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Level 3 Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As and to the extent set forth herein, under certain circumstances, Restricted Subsidiaries will may be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On March 13, 2007, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16, 2009, the parties thereto amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 million. Pursuant to the Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under the Loan Proceeds Note issued by Level 3 LLC to the Issuer in connection with the Existing Issuer Credit Facility upon the limited circumstances set forth therein.

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.3753.625% Senior Notes Due 2019 2029 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.375% Senior Notes Due 2019 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Level 3 Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Level 3 Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As and to the extent set forth herein, under certain circumstances, Restricted Subsidiaries will may be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On March 13, 2007, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16, 2009, the parties thereto amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 million. Pursuant to the Omnibus Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under the Loan Proceeds Note issued by Level 3 LLC to the Issuer in connection with the Existing Credit Facility and the Existing Secured Notes upon the limited circumstances set forth therein.

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.3755.625% Senior Notes Due 2019 2023 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.3755.625% Senior Notes Due 2019 2023 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, under certain circumstances, Restricted Subsidiaries will be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On March 13, 2007, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16, 2009, the parties thereto amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 million. Pursuant On October 4, 2011, the parties thereto amended and restated the Existing Credit Facility to increase the Offering Proceeds Note Subordination Agreementborrowings thereunder through the creation of the $650 million Tranche B II Term Loans. The Issuer lent the net proceeds of the Tranche B II Term Loans, together with cash on hand, to Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under LLC and the Loan Proceeds Note upon was amended and restated to increase the limited circumstances set forth therein.principal amount

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.3758.75% Senior Notes Due 2019 2017 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.3758.75% Senior Notes Due 2019 2017 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, under certain circumstances, Restricted Subsidiaries will be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On March 13December 1, 20072004, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion 730.0 senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16June 27, 20092006, Parent, the parties thereto Issuer, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders, through an assignment and amendment agreement, amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 millionagreement. Pursuant to the Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under the Loan Proceeds Note upon the limited circumstances set forth therein.

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.3753.750% Sustainability-Linked Senior Notes Due 2019 2029 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.375% Senior Notes Due 2019 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Level 3 Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Level 3 Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As and to the extent set forth herein, under certain circumstances, Restricted Subsidiaries will may be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee guarantees pursuant to the Parent Intercompany Note Subordination Agreement. On March 13, 2007, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16, 2009, the parties thereto amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 million. Pursuant to the Omnibus Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under the Loan Proceeds Note issued by Level 3 LLC to the Issuer in connection with the Existing Credit Facility and the Existing Secured Notes upon the limited circumstances set forth therein.

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.375% Floating Rate Senior Notes Due 2019 2018 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.375% Floating Rate Senior Notes Due 2019 2018 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, under certain circumstances, Restricted Subsidiaries will be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On March 13, 2007, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16, 2009, the parties thereto amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 million. Pursuant On October 4, 2011, the parties thereto amended and restated the Existing Credit Facility to increase the Offering Proceeds Note Subordination Agreementborrowings thereunder through the creation of the $650 million Tranche B II Term Loans. The Issuer lent the net proceeds of the Tranche B II Term Loans, Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated together with cash on hand, to its obligations under the Loan Proceeds Note upon the limited circumstances set forth therein.Level

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.3755.125% Senior Notes Due 2019 2023 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.3755.125% Senior Notes Due 2019 2023 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, under certain circumstances, Restricted Subsidiaries will be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On March 13, 2007, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16, 2009, the parties thereto amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 million. Pursuant On October 4, 2011, the parties thereto amended and restated the Existing Credit Facility to increase the Offering Proceeds Note Subordination Agreementborrowings thereunder through the creation of the $650 million Tranche B II Term Loans. The Issuer lent the net proceeds of the Tranche B II Term Loans, together with cash on hand, to Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under LLC and the Loan Proceeds Note upon was amended and restated to increase the limited circumstances set forth therein.principal amount by $650 million. On November 10, 2011, the parties thereto amended and restated the

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.3755.375% Senior Notes Due 2019 2025 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.3755.375% Senior Notes Due 2019 2025 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, under certain circumstances, Restricted Subsidiaries will be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On March 13, 2007, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16, 2009, the parties thereto amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 million. Pursuant On October 4, 2011, the parties thereto amended and restated the Existing Credit Facility to increase the Offering Proceeds Note Subordination Agreementborrowings thereunder through the creation of the $650 million Tranche B II Term Loans. The Issuer lent the net proceeds of the Tranche B II Term Loans, together with cash on hand, to Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under LLC and the Loan Proceeds Note upon was amended and restated to increase the limited circumstances set forth therein.principal amount by $650 million. On November 10, 2011, the parties thereto amended and restated the

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.3754.250% Senior Notes Due 2019 2028 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.375% Senior Notes Due 2019 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Level 3 Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Level 3 Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As and to the extent set forth herein, under certain circumstances, Restricted Subsidiaries will may be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On March 13, 2007, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16, 2009, the parties thereto amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 million. Pursuant to the Omnibus Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under the Loan Proceeds Note issued by Level 3 LLC to the Issuer in connection with the Existing Credit Facility and the Existing Secured Notes upon the limited circumstances set forth therein.

RECITALS OF THE ISSUER. The Issuer has duly authorized the creation of an issue of 9.375% Floating Rate Senior Notes Due 2019 2011 (the “Initial Securities”) and, if and when issued pursuant to a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for the Initial Securities, 9.375% Floating Rate Senior Notes Due 2019 2011 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer and Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the Issuer and authenticated and delivered hereunder and duly issued by the Issuer, the valid and legally binding obligations of the Issuer and to make this Indenture a valid and legally binding agreement of each of Parent, the Issuer and the Trustee, in accordance with their and its terms. Simultaneously with the closing of the offering of the Initial Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to Level 3 LLC in return for the Offering Proceeds Note. Currently, Level 3 LLC is the obligor on the Parent Intercompany Note. Pursuant to the Parent Intercompany Note Subordination Agreement, Level 3 LLC’s obligations under the Parent Intercompany Note will be subordinated to its obligations under the Offering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, under certain circumstances, Restricted Subsidiaries will be required to enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations to their obligations under such guarantee pursuant to the Parent Intercompany Note Subordination Agreement. On March 13December 1, 20072004, Parent, as guarantor, the Issuer, as borrower, Xxxxxxx Xxxxx Capital Corporation, as administrative agent and collateral agent, and certain lenders entered into a credit agreement pursuant to which the lenders extended a $1.4 billion 730.0 senior secured term loan to the Issuer. The Issuer lent the proceeds of the term loan to Level 3 LLC in return for the Loan Proceeds Note. On April 16, 2009, the parties thereto amended and restated the credit facility to increase the borrowings thereunder through the creation of a $220 million Tranche B Term Loan, increased by $60 million to $280 million by amendment on May 15, 2009, that matures on March 13, 2014. The Issuer lent the net proceeds of the Tranche B Term Loan, together with cash on hand, to Level 3 LLC and the Loan Proceeds Note was amended and restated to increase the principal amount by $280 million. Pursuant to the Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the Offering Proceeds Note will be subordinated to its obligations under the Loan Proceeds Note upon the limited circumstances set forth therein.