Common use of RECITALS OF THE ISSUER Clause in Contracts

RECITALS OF THE ISSUER. The Issuer is authorized to borrow money for its corporate purposes and to issue debentures, notes or other evidences of indebtedness therefor; and for its corporate purposes, the Issuer has determined to make and issue its debentures, notes or other evidences of indebtedness to be issued in one or more series (the "Securities"), as hereinafter provided, up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. The Issuer, the Trustee and the Delaware corporation formerly known as ITT Corporation, as guarantor of the obligations of the Issuer (the "Guarantor"), are parties to an Indenture dated as of November 15, 1995 (the "Original Indenture") relating to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. The Original Indenture provided in Section 14.2 that upon the Completion of the Distribution, as defined in Section 1.1 thereof, and the delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel as to the Completion of the Distribution, the Guarantor would become released and relieved from all of its obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect to its obligations under the Original Indenture, together with any other documents reasonably required to evidence the release of the Guarantor from said obligations (collectively, the "Release Documents"). The Completion of the Distribution has occurred, the Issuer has delivered to the Trustee the required Officers' Certificate and Opinion of Counsel and the Trustee has executed and delivered to the Guarantor the Release Documents.

RECITALS OF THE ISSUER. The Issuer is has duly authorized the creation of an issue of 10.750% Senior Notes Due 2011 (the "Initial Securities") and, if and when issued pursuant to borrow money a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for its corporate purposes and to issue debenturesthe Initial Securities, notes or other evidences of indebtedness therefor; and for its corporate purposes10.750% Senior Notes Due 2011 (the "Exchange Securities" and, together with the Issuer has determined to make and issue its debenturesInitial Securities, notes or other evidences of indebtedness to be issued in one or more series (the "Securities"), as of substantially the tenor and amount hereinafter providedset forth, up and to such principal amount or amounts as may from time provide therefor the Issuer and Parent have duly authorized the execution and delivery of this Indenture. All things necessary have been done to time be authorized make the Securities, when executed by or pursuant to the authority granted in one or more resolutions of Issuer and authenticated and delivered hereunder and duly issued by the Board of Directors. The Issuer, the Trustee and the Delaware corporation formerly known as ITT Corporation, as guarantor of the valid obligations of the Issuer (and to make this Indenture a valid agreement of each of Parent, the "Guarantor")Issuer and the Trustee, are parties 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 an Indenture dated as of November 15Level 3 LLC in return for the Offering Proceeds Note. Currently, 1995 (Level 3 LLC is the "Original Indenture") relating obligor on the Parent Intercompany Note. Pursuant to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. The Original Indenture provided in Section 14.2 that upon the Completion of the DistributionSubordination Agreement, as defined in Section 1.1 thereof, and the delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel as to the Completion of the Distribution, the Guarantor would become released and relieved from all of its Level 3 LLC's obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would Parent Intercompany Note will be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect subordinated to its obligations under the Original IndentureOffering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, together with any other documents reasonably under certain circumstances, Restricted Subsidiaries will be required to evidence the release of the Guarantor from said enter into a Note Guarantee and an Offering Proceeds Note Guarantee and subordinate certain intercompany obligations (collectively, the "Release Documents"). The Completion of the Distribution has occurred, the Issuer has delivered to their obligations under such guarantee pursuant to the Trustee the required Officers' Certificate and Opinion of Counsel and the Trustee has executed and delivered to the Guarantor the Release DocumentsSubordination Agreement.

RECITALS OF THE ISSUER. The Issuer is has duly authorized the creation of an issue of 5.375% Senior Notes Due 2025 (the “Initial Securities”) and, if and when issued pursuant to borrow money a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for its corporate purposes the Initial Securities, 5.375% Senior Notes Due 2025 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to issue debentures, notes or other evidences of indebtedness therefor; and for its corporate purposes, provide therefor the Issuer has determined 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 issue its debentures, notes or other evidences of indebtedness to be authenticated and delivered hereunder and duly issued in one or more series (by the "Securities"), as hereinafter provided, up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. The Issuer, the Trustee valid and the Delaware corporation formerly known as ITT Corporation, as guarantor of the legally binding obligations of the Issuer (and to make this Indenture a valid and legally binding agreement of each of Parent, the "Guarantor")Issuer and the Trustee, are parties 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 an Indenture dated as of November 15Level 3 LLC in return for the Offering Proceeds Note. Currently, 1995 (Level 3 LLC is the "Original Indenture") relating obligor on the Parent Intercompany Note. Pursuant to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. The Original Indenture provided in Section 14.2 that upon the Completion of the DistributionParent Intercompany Note Subordination Agreement, as defined in Section 1.1 thereof, and the delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel as to the Completion of the Distribution, the Guarantor would become released and relieved from all of its Level 3 LLC’s obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would Parent Intercompany Note will be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect subordinated to its obligations under the Original IndentureOffering 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 any other documents reasonably required cash on hand, to evidence Level 3 LLC and the release 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 Guarantor from said obligations (collectively$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 "Release Documents"). The Completion of the Distribution has occurred, the Issuer has delivered to the Trustee the required Officers' Certificate parties thereto amended and Opinion of Counsel and the Trustee has executed and delivered to the Guarantor the Release Documents.restated the

RECITALS OF THE ISSUER. The Issuer is authorized to borrow money for its corporate purposes and to issue debenturesthe Trustee have heretofore entered into an Indenture, notes or other evidences dated as of indebtedness therefor; February 1, 1999, a First Supplemental Indenture, dated as of March 1, 1999 and for its corporate purposesa Second Supplemental Indenture dated as of October 1, 2001 (such Indenture, as supplemented by the First Supplemental Indenture, the Issuer has determined Second Supplemental Indenture and this Supplemental Indenture, being hereinafter referred to make and issue its debentures, notes or other evidences of indebtedness to be issued in one or more series (as the "Securities"“Indenture”), as hereinafter provided, up relating to such principal amount the issuance at any time or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. The Issuer, the Trustee and the Delaware corporation formerly known as ITT Corporation, as guarantor of the obligations of the Issuer (the "Guarantor"), are parties to an Indenture dated as of November 15, 1995 (the "Original Indenture") relating to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. Terms used and not otherwise defined herein shall (unless the context otherwise clearly requires) have the respective meanings given to them in the Indenture. The Original Indenture provided provides in Section 14.2 that upon Article Two thereof that, prior to the Completion issuance of Securities of any series, the form of such Securities and the terms applicable to such series shall be established in, or pursuant to, the authority granted in a resolution of the Distribution, as defined in Section 1.1 thereof, and the delivery by the Issuer to the Trustee Board of an Officers' Certificate and an Opinion of Counsel as to the Completion of the Distribution, the Guarantor would become released and relieved from all of its obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect to its obligations under the Original Indenture, together with any other documents reasonably required to evidence the release of the Guarantor from said obligations Directors (collectively, the "Release Documents"). The Completion of the Distribution has occurred, the Issuer has delivered to the Trustee in the required Officers' Certificate form of a Bond Resolution) or established in one or more indentures supplemental thereto. The Issuer desires by this Supplemental Indenture, among other things, to establish the form of the Securities of two series, to be titled Series C Senior Notes, 6% due 2033 and Opinion Series D Senior Notes, 6% due 2033 of Counsel the Issuer, and to establish the terms applicable to such series, pursuant to Sections 2.01 and 10.01 of the Indenture. The Issuer has duly authorized the execution and delivery of this Supplemental Indenture. Article Ten of the Indenture provides that the Issuer, when authorized by a resolution of its Board of Directors, and the Trustee has executed may from time to time and delivered at any time amend the Indenture without the consent of Securityholders for certain purposes enumerated in Section 10.01 thereof, including purposes set forth in subsection (4) of said Section 10.01. The execution and delivery of this Supplemental Indenture by the parties hereto are in all respects authorized by the provisions of the Indenture. All things necessary have been done to make this Supplemental Indenture a valid agreement of the Guarantor the Release DocumentsIssuer, in accordance with its terms.

RECITALS OF THE ISSUER. The Issuer is has duly authorized the creation of an issue of 8.625% Senior Notes Due 2020 (the “Initial Securities”) and, if and when issued pursuant to borrow money a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for its corporate purposes the Initial Securities, 8.625% Senior Notes Due 2020 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to issue debentures, notes or other evidences of indebtedness therefor; and for its corporate purposes, provide therefor the Issuer has determined 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 issue its debentures, notes or other evidences of indebtedness to be authenticated and delivered hereunder and duly issued in one or more series (by the "Securities"), as hereinafter provided, up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. The Issuer, the Trustee valid and the Delaware corporation formerly known as ITT Corporation, as guarantor of the legally binding obligations of the Issuer (and to make this Indenture a valid and legally binding agreement of each of Parent, the "Guarantor")Issuer and the Trustee, are parties 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 an Indenture dated as of November 15Level 3 LLC in return for the Offering Proceeds Note. Currently, 1995 (Level 3 LLC is the "Original Indenture") relating obligor on the Parent Intercompany Note. Pursuant to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. The Original Indenture provided in Section 14.2 that upon the Completion of the DistributionParent Intercompany Note Subordination Agreement, as defined in Section 1.1 thereof, and the delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel as to the Completion of the Distribution, the Guarantor would become released and relieved from all of its Level 3 LLC’s obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would Parent Intercompany Note will be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect subordinated to its obligations under the Original IndentureOffering 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 any other documents reasonably required cash on hand, to evidence Level 3 LLC and the release 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 Guarantor from said obligations (collectively$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 "Release Documents")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 Completion Issuer lent the net proceeds of the Distribution has occurredTranche B III Term Loans, together with cash on hand, to Level 3 LLC and the Issuer has delivered 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 Trustee Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the required Officers' Certificate and Opinion of Counsel and Offering Proceeds Note will be subordinated to its obligations under the Trustee has executed and delivered to Loan Proceeds Note upon the Guarantor the Release Documentslimited circumstances set forth therein.

RECITALS OF THE ISSUER. The Issuer is has duly authorized to borrow money for its corporate purposes the creation of an issue of 3.625% Senior Notes Due 2029 (the “Securities”), of substantially the tenor and amount hereinafter set forth, and to issue debentures, notes or other evidences of indebtedness therefor; and for its corporate purposes, provide therefor the Issuer has determined 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 issue its debentures, notes or other evidences of indebtedness to be authenticated and delivered hereunder and duly issued in one or more series (by the "Securities"), as hereinafter provided, up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. The Issuer, the Trustee valid and the Delaware corporation formerly known as ITT Corporation, as guarantor of the legally binding obligations of the Issuer (and to make this Indenture a valid and legally binding agreement of each of Level 3 Parent, the "Guarantor")Issuer and the Trustee, are parties in accordance with their and its terms. Simultaneously with the closing of the offering of the Securities, the Issuer will lend the net proceeds of the issuance of the Securities and certain cash on hand to an Indenture dated as of November 15Level 3 LLC in return for the Offering Proceeds Note. Currently, 1995 (Level 3 LLC is the "Original Indenture") relating obligor on the Parent Intercompany Note. Pursuant to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. The Original Indenture provided in Section 14.2 that upon the Completion of the DistributionParent Intercompany Note Subordination Agreement, as defined in Section 1.1 thereof, and the delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel as to the Completion of the Distribution, the Guarantor would become released and relieved from all of its Level 3 LLC’s obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would Parent Intercompany Note will be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect subordinated to its obligations under the Original IndentureOffering Proceeds Note upon the limited circumstances set forth therein. As and to the extent set forth herein, together with any other documents reasonably under certain circumstances, Restricted Subsidiaries may be required to evidence 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 release of Parent Intercompany Note Subordination Agreement. Pursuant to the Guarantor from said Omnibus Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations (collectively, under the "Release Documents"). The Completion of Offering Proceeds Note will be subordinated to its obligations under the Distribution has occurred, Loan Proceeds Note issued by Level 3 LLC to the Issuer has delivered to in connection with the Trustee the required Officers' Certificate and Opinion of Counsel Existing Credit Facility and the Trustee has executed and delivered to Existing Secured Notes upon the Guarantor the Release Documentslimited circumstances set forth therein.

RECITALS OF THE ISSUER. The Issuer is 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 borrow money a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for its corporate purposes 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 issue debentures, notes or other evidences of indebtedness therefor; and for its corporate purposes, provide therefor the Issuer has determined 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 issue its debentures, notes or other evidences of indebtedness to be authenticated and delivered hereunder and duly issued in one or more series (by the "Securities"), as hereinafter provided, up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. The Issuer, the Trustee valid and the Delaware corporation formerly known as ITT Corporation, as guarantor of the legally binding obligations of the Issuer (and to make this Indenture a valid and legally binding agreement of each of Parent, the "Guarantor")Issuer and the Trustee, are parties 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 an Indenture dated as of November 15Level 3 LLC in return for the Offering Proceeds Note. Currently, 1995 (Level 3 LLC is the "Original Indenture") relating obligor on the Parent Intercompany Note. Pursuant to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. The Original Indenture provided in Section 14.2 that upon the Completion of the DistributionParent Intercompany Note Subordination Agreement, as defined in Section 1.1 thereof, and the delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel as to the Completion of the Distribution, the Guarantor would become released and relieved from all of its Level 3 LLC’s obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would Parent Intercompany Note will be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect subordinated to its obligations under the Original IndentureOffering 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 any other documents reasonably required cash on hand, to evidence Level 3 LLC and the release of Loan Proceeds Note was amended and restated to increase the Guarantor from said obligations (collectively, the "Release Documents")principal amount by $280 million. The Completion of the Distribution has occurred, the Issuer has delivered Pursuant to the Trustee Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the required Officers' Certificate and Opinion of Counsel and Offering Proceeds Note will be subordinated to its obligations under the Trustee has executed and delivered to Loan Proceeds Note upon the Guarantor the Release Documentslimited circumstances set forth therein.

RECITALS OF THE ISSUER. The Issuer is has duly authorized the creation of an issue of 10% Senior Notes Due 2018 (the “Initial Securities”) and, if and when issued pursuant to borrow money a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for its corporate purposes the Initial Securities, 10% Senior Notes Due 2018 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to issue debentures, notes or other evidences of indebtedness therefor; and for its corporate purposes, provide therefor the Issuer has determined 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 issue its debentures, notes or other evidences of indebtedness to be authenticated and delivered hereunder and duly issued in one or more series (by the "Securities"), as hereinafter provided, up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. The Issuer, the Trustee valid and the Delaware corporation formerly known as ITT Corporation, as guarantor of the legally binding obligations of the Issuer (and to make this Indenture a valid and legally binding agreement of each of Parent, the "Guarantor")Issuer and the Trustee, are parties 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 an Indenture dated as of November 15Level 3 LLC in return for the Offering Proceeds Note. Currently, 1995 (Level 3 LLC is the "Original Indenture") relating obligor on the Parent Intercompany Note. Pursuant to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. The Original Indenture provided in Section 14.2 that upon the Completion of the DistributionParent Intercompany Note Subordination Agreement, as defined in Section 1.1 thereof, and the delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel as to the Completion of the Distribution, the Guarantor would become released and relieved from all of its Level 3 LLC’s obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would Parent Intercompany Note will be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect subordinated to its obligations under the Original IndentureOffering 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 any other documents reasonably required cash on hand, to evidence Level 3 LLC and the release of Loan Proceeds Note was amended and restated to increase the Guarantor from said obligations (collectively, the "Release Documents")principal amount by $280 million. The Completion of the Distribution has occurred, the Issuer has delivered Pursuant to the Trustee Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the required Officers' Certificate and Opinion of Counsel and Offering Proceeds Note will be subordinated to its obligations under the Trustee has executed and delivered to Loan Proceeds Note upon the Guarantor the Release Documentslimited circumstances set forth therein.

RECITALS OF THE ISSUER. The Escrow Issuer is has duly authorized to borrow money for its corporate purposes the creation of an issue of 6.750% Senior Notes due 2029 issued on the date hereof (the “Initial Notes”) and to issue debenturesprovide therefor the Escrow Issuer has duly authorized the execution and delivery of this Indenture. On (and subject to the occurrence of) the Completion Date (as defined below), notes or the Escrow Issuer will merge with and into the Company, with the Company continuing as the surviving entity, becoming the ultimate issuer of the Notes and assuming all of the rights and obligations of the Escrow Issuer under the Notes and this Indenture (the “Escrow Release Merger”). Subject to the satisfaction of the Escrow Condition, the Company, each of the Guarantors and the Trustee shall enter into the Completion Date Supplemental Indenture, pursuant to which (A) the Company will become a party to this Indenture and expressly assume all of the rights and obligations of the Escrow Issuer under this Indenture and the Notes, as the successor obligor under the Notes and this Indenture, (B) the Company will be substituted for, and may exercise every right and power of, the Escrow Issuer, and shall be the “Issuer” under this Indenture and the Notes and (C) each of the Guarantors shall become a “Guarantor” and “Subsidiary Guarantor” under this Indenture and the Notes, and shall guarantee, jointly and severally, the Issuer’s obligations under this Indenture and the Notes. All references to the “Issuer” mean (i) prior to the completion of the Escrow Release Merger, the Escrow Issuer and (ii) following the consummation of the Escrow Release Merger, the Company. All things necessary have been done to make the Initial Notes, 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 the Issuer and the Guarantors, in accordance with their and its terms. Each of the parties hereto is entering into this Indenture for the benefit of the other evidences of indebtedness therefor; parties and for its corporate purposes, the Issuer has determined to make equal and issue its debentures, notes or other evidences ratable benefit of indebtedness to the Holders (as defined below) of (i) the Issuer’s Initial Notes and (ii) any Additional Notes (as defined herein) that may be issued in one or more series (the "Securities"), as hereinafter provided, up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. The Issuer, the Trustee and the Delaware corporation formerly known as ITT Corporation, as guarantor of the obligations of the Issuer (the "Guarantor"), are parties to an Indenture dated as of November 15, 1995 (the "Original under this Indenture") relating to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. The Original Indenture provided in Section 14.2 that upon the Completion of the Distribution, as defined in Section 1.1 thereof, and the delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel as to the Completion of the Distribution, the Guarantor would become released and relieved from all of its obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect to its obligations under the Original Indenture, together with any other documents reasonably required to evidence the release of the Guarantor from said obligations (collectively, the "Release Documents"). The Completion of the Distribution has occurred, the Issuer has delivered to the Trustee the required Officers' Certificate and Opinion of Counsel and the Trustee has executed and delivered to the Guarantor the Release Documents.

RECITALS OF THE ISSUER. The Issuer is has duly authorized the creation of an issue of 7% Senior Notes Due 2020 (the “Initial Securities”) and, if and when issued pursuant to borrow money a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for its corporate purposes the Initial Securities, 7% Senior Notes Due 2020 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to issue debentures, notes or other evidences of indebtedness therefor; and for its corporate purposes, provide therefor the Issuer has determined 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 issue its debentures, notes or other evidences of indebtedness to be authenticated and delivered hereunder and duly issued in one or more series (by the "Securities"), as hereinafter provided, up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. The Issuer, the Trustee valid and the Delaware corporation formerly known as ITT Corporation, as guarantor of the legally binding obligations of the Issuer (and to make this Indenture a valid and legally binding agreement of each of Parent, the "Guarantor")Issuer and the Trustee, are parties 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 an Indenture dated as of November 15Level 3 LLC in return for the Offering Proceeds Note. Currently, 1995 (Level 3 LLC is the "Original Indenture") relating obligor on the Parent Intercompany Note. Pursuant to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. The Original Indenture provided in Section 14.2 that upon the Completion of the DistributionParent Intercompany Note Subordination Agreement, as defined in Section 1.1 thereof, and the delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel as to the Completion of the Distribution, the Guarantor would become released and relieved from all of its Level 3 LLC’s obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would Parent Intercompany Note will be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect subordinated to its obligations under the Original IndentureOffering 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 any other documents reasonably required cash on hand, to evidence Level 3 LLC and the release 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 Guarantor from said obligations (collectively, the "Release Documents")$650 million Tranche B II Term Loans. The Completion Issuer lent the net proceeds of the Distribution has occurredTranche B II Term Loans, the Issuer has delivered together with cash on hand, to the Trustee the required Officers' Certificate and Opinion of Counsel Level 3 LLC and the Trustee has executed Loan Proceeds Note was amended and delivered restated to increase the Guarantor the Release Documents.principal amount

RECITALS OF THE ISSUER. The Issuer is has duly authorized the creation of an issue of 12.25% Senior Notes Due 2013 (the “Initial Securities”) and, if and when issued pursuant to borrow money a Registered Exchange Offer or Private Exchange Offer pursuant to a Registration Agreement for its corporate purposes the Initial Securities, 12.25% Senior Notes Due 2013 (the “Exchange Securities” and, together with the Initial Securities, the “Securities”), of substantially the tenor and amount hereinafter set forth, and to issue debentures, notes or other evidences of indebtedness therefor; and for its corporate purposes, provide therefor the Issuer has determined 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 issue its debentures, notes or other evidences of indebtedness to be authenticated and delivered hereunder and duly issued in one or more series (by the "Securities"), as hereinafter provided, up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. The Issuer, the Trustee and the Delaware corporation formerly known as ITT Corporation, as guarantor of the valid obligations of the Issuer (and to make this Indenture a valid agreement of each of Parent, the "Guarantor")Issuer and the Trustee, are parties 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 an Indenture dated as of November 15Level 3 LLC in return for the Offering Proceeds Note. Currently, 1995 (Level 3 LLC is the "Original Indenture") relating obligor on the Parent Intercompany Note. Pursuant to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. The Original Indenture provided in Section 14.2 that upon the Completion of the DistributionParent Intercompany Note Subordination Agreement, as defined in Section 1.1 thereof, and the delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel as to the Completion of the Distribution, the Guarantor would become released and relieved from all of its Level 3 LLC’s obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would Parent Intercompany Note will be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect subordinated to its obligations under the Original IndentureOffering Proceeds Note upon the limited circumstances set forth therein. As set forth herein, together with any other documents reasonably under certain circumstances, Restricted Subsidiaries will be required to evidence 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 release Parent Intercompany Note Subordination Agreement. On December 1, 2004, 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 $730.0 senior secured term loan to the Issuer. The Issuer lent the proceeds of the Guarantor from said obligations (collectively, term loan to Level 3 LLC in return for the "Release Documents")Loan Proceeds Note. The Completion of the Distribution has occurred, the Issuer has delivered Pursuant to the Trustee Offering Proceeds Note Subordination Agreement, Level 3 LLC’s obligations under the required Officers' Certificate and Opinion of Counsel and Offering Proceeds Note will be subordinated to its obligations under the Trustee has executed and delivered to Loan Proceeds Note upon the Guarantor the Release Documentslimited circumstances set forth therein.

RECITALS OF THE ISSUER. The Issuer is has duly authorized the execution and delivery of this Indenture to borrow money provide for its corporate purposes and to issue debentures, notes or other evidences the issuance of indebtedness therefor; and for its corporate purposes, the Issuer has determined to make and issue its debentures, notes or other evidences of indebtedness to be issued in one or more series (the "Securities"), as hereinafter provided, up to such $300,000,000 aggregate principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors. The Issuer, 's 12 1/4 % Senior Notes due 2006 as well as the Trustee and the Delaware corporation formerly known as ITT Corporation, as guarantor of the obligations of the Issuer (the "Guarantor"), are parties to an Indenture dated as of November 15, 1995 (the "Original Indenture") relating to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. The Original Indenture provided in Section 14.2 that upon the Completion of the Distribution, as defined in Section 1.1 thereof, and the delivery by the Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel as to the Completion of the Distribution, the Guarantor would become released and relieved from all of its obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect to its obligations under the Original Indenture, together with any other documents reasonably required to evidence the release of the Guarantor from said obligations Exchange Notes (collectively, the "Release DocumentsNotes") issuable as provided in this Indenture and for the issuance of Exchange Notes. Pursuant to the terms of a Placement Agreement dated as of September 30, 1996 (the "Placement Agreement") between the Issuer, the Guarantor and Xxxxxx Xxxxxxx & Co. Incorporated, as the manager for itself and the other placement agents therein (the "Manager"), the Issuer has agreed to issue and sell 300,000 units (collectively, the "Units"), each Unit consisting of $1,000 principal amount of the Notes and one warrant (the "Warrants") to purchase initially 1.815 shares of Class A Common Stock, par value $.01 per share, of the Guarantor (the "Class A Common Stock"), issuable pursuant to the terms of a Warrant Agreement dated as of the date hereof (the "Warrant Agreement") between the Guarantor and The Chase Manhattan Bank, as the warrant agent (the "Warrant Agent"). The Completion Notes will be secured pursuant to the terms of a Pledge Agreement (as defined herein) by Government Securities as provided by Article Ten of this Indenture. All things necessary to make this Indenture a valid agreement of the Distribution has occurredIssuer and the Guarantor, in accordance with its terms, have been done, and the Issuer has done all things necessary to make the Notes and the Note Guarantee, when executed by the Issuer and authenticated and delivered to by the Trustee hereunder and duly issued by the required Officers' Certificate and Opinion of Counsel Issuer and the Trustee has executed Guarantor, respectively, the valid obligations of the Issuer as hereinafter provided. This Indenture is subject to, and delivered shall be governed by, the provisions of the United States Trust Indenture Act of 1939, as amended, that are required to be a part of and to govern indentures qualified under the Guarantor United States Trust Indenture Act of 1939, as amended. For and in consideration of the Release Documentspremises and the purchase of the Notes by the Holders thereto it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows.

RECITALS OF THE ISSUER. The Issuer is has duly authorized to borrow money for the creation of an issue of its corporate purposes and to issue debentures2.00% Guaranteed Convertible Senior Notes due August 21, notes or other evidences of indebtedness therefor; and for its corporate purposes, the Issuer has determined to make and issue its debentures, notes or other evidences of indebtedness to be issued in one or more series 2011 (herein called the "Securities")) of substantially the tenor and amount hereinafter set forth, and to provide therefor the Issuer has duly authorized the execution and delivery of this Indenture. All things necessary to make the Securities, when the Securities are executed by the Issuer and authenticated and delivered hereunder, the valid obligations of the Issuer, and to make this Indenture a valid and legally binding agreement of the Issuer, in accordance with their and its terms, have been done. Further, all things necessary to duly authorize the issuance of the Preference Shares of the Issuer issuable upon the conversion of the Securities, and to duly reserve for issuance the number of Preference Shares issuable upon such conversion, have been done. RECITALS OF THE COMPANY The Company desires to make the Guarantee provided for herein. All things necessary to make this Indenture a valid and legally binding agreement of the Company, in accordance with its terms, have been done, and the Company proposes to do all things necessary to make the Guarantee, when executed by the Company and endorsed on the Securities authenticated and delivered hereunder, the valid and legally binding obligations of the Company as hereinafter provided. Further, up all things necessary to such principal amount or amounts as may from time to time be authorized by or pursuant to duly authorize the authority granted in one or more resolutions issuance of the Board of Directors. The Issuer, the Trustee and the Delaware corporation formerly known as ITT Corporation, as guarantor Ordinary Shares or ADSs of the obligations Company issuable upon the exchange of the Issuer (the "Guarantor"), are parties to an Indenture dated as of November 15, 1995 (the "Original Indenture") relating to the issuance from time to time by the Issuer of its Securities on terms to be specified at the time of issuance. The Original Indenture provided in Section 14.2 that upon the Completion of the Distribution, as defined in Section 1.1 thereofPreference Shares, and to duly reserve for issuance the delivery by the Issuer to the Trustee number of an Officers' Certificate and an Opinion of Counsel as to the Completion of the DistributionOrdinary Shares issuable upon such exchange, the Guarantor would become released and relieved from all of its obligations under the Original Indenture and all provisions of the Original Indenture referring or relating to the Guarantor, its guarantee and its obligations under the Original Indenture would be of no further force or effect, and, upon request of the Guarantor, the Trustee would execute and deliver to the Guarantor a satisfaction and discharge with respect to its obligations under the Original Indenture, together with any other documents reasonably required to evidence the release of the Guarantor from said obligations (collectively, the "Release Documents"). The Completion of the Distribution has occurred, the Issuer has delivered to the Trustee the required Officers' Certificate and Opinion of Counsel and the Trustee has executed and delivered to the Guarantor the Release Documentshave been done.