0001104659-10-002460 Sample Contracts

LEVEL 3 COMMUNICATIONS, INC., as Guarantor, LEVEL 3 FINANCING, INC., as Issuer, and THE BANK OF NEW YORK MELLON, as Trustee
Indenture • January 21st, 2010 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

INDENTURE, dated as of January 20, 2010, among Level 3 Communications, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called “Parent”), having its principal office at 1025 Eldorado Boulevard, Broomfield, Colorado 80021, Level 3 Financing, Inc. (the “Issuer”), having its principal office at 1025 Eldorado Boulevard, Broomfield, Colorado 80021, and The Bank of New York Mellon, a New York banking corporation, as Trustee (herein called the “Trustee”).

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LEVEL 3 FINANCING, INC. REGISTRATION AGREEMENT
Registration Agreement • January 21st, 2010 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

To: Banc of America Securities LLC Citigroup Global Markets Inc. Morgan Stanley & Co. Incorporated Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Wells Fargo Securities, LLC

LEVEL 3 COMMUNICATIONS, INC., as Guarantor, LEVEL 3 COMMUNICATION, LLC., as Guarantor, LEVEL 3 FINANCING, INC. as Issuer, and THE BANK OF NEW YORK MELLON, as Trustee
Supplemental Indenture • January 21st, 2010 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 20, 2010, by and among LEVEL 3 FINANCING, INC., a Delaware corporation (the “Issuer”), LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (“Parent”), LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company (“Level 3 LLC” and, together with Parent, the “Guarantors”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (the “Trustee”), as Trustee under the Indenture (as hereinafter defined).

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