LEVEL 3 COMMUNICATIONS, INC. $175,000,000 6.5% Convertible Senior Notes due 2016 UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2010 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York
Level 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 “Representative”) are acting as representative, $175,000,000 aggregate principal amount of its 6.5% Convertible Senior Notes due 2016 (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to $26,250,000 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 rate set forth in the Final Prospectus. The Securities are to be issued under an indenture dated as of December 24, 2008 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as
