LEVEL 3 COMMUNICATIONS, INC. PURCHASE AGREEMENTPurchase Agreement • June 13th, 2006 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York
Contract Type FiledJune 13th, 2006 Company Industry JurisdictionLevel 3 Communications, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $300,000,000 aggregate principal amount of its 3.5% Convertible Senior Notes due 2012 (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to $45,000,000 additional principal amount of such Convertible Senior Notes to cover over-allotments, if any (the “Option Securities”; and together with the Underwritten Securities, the “Securities”). The Securities are convertible into shares of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company at the conversion price set forth in the Final Prospectus. The Securities are to be issued under an amended and restated indenture dated as of July 8, 2003 (the “Base Indenture”), between the Company and The Bank of N
LEVEL 3 COMMUNICATIONS, INC. 125,000,000 Shares of Common Stock (par value $0.01 per share) PURCHASE AGREEMENTPurchase Agreement • June 13th, 2006 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York
Contract Type FiledJune 13th, 2006 Company Industry JurisdictionLevel 3 Communications, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 125,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), of the Company (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 18,750,000 additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; and together with the Underwritten Securities, the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Basic Prospectus, any Prelimi