0001104659-11-002364 Sample Contracts

LEVEL 3 COMMUNICATIONS, INC., as Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Indenture • January 21st, 2011 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

INDENTURE, dated as of January 19, 2011, between Level 3 Communications, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Issuer”), having its principal office at 1025 Eldorado Boulevard, Broomfield, Colorado 80021, and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”).

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LEVEL 3 COMMUNICATIONS, INC. REGISTRATION AGREEMENT
Registration Agreement • January 21st, 2011 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

Level 3 Communications, Inc., a Delaware company (the “Company”), proposes to issue and sell to certain purchasers (the “Purchasers”), upon the terms set forth in a purchase agreement dated January 11, 2011 (the “Purchase Agreement”), $305,000,000 aggregate principal amount of its 11.875% Senior Notes due 2019 (the “Original Notes”) (such sale, the “Initial Placement”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to your obligations thereunder, the Company agrees with you, (i) for your benefit and the benefit of the other Purchasers and (ii) for the benefit of the holders from time to time of the

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