LEVEL 3 FINANCING, INC. $600,000,000 8.125% Senior Notes due 2019 REGISTRATION AGREEMENTRegistration Agreement • October 6th, 2011 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) dated as of October 4, 2011, between Level 3 Financing, Inc., a Delaware corporation (“Financing”) and Level 3 Communications, Inc., a Delaware corporation (“Parent”) is entered into in connection with the Purchase Agreement dated as of July 14, 2011 (the “Purchase Agreement”), by and among Level 3 Escrow, Inc., a Delaware corporation (the “Issuer”), Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC as representatives (the “Representatives”) for the several purchasers listed in Schedule I thereto (together with the Representatives, the “Purchasers”) and, solely with respect to certain provisions therein, Parent and Financing, pursuant to which Issuer agreed to issue and sell to the Purchasers $600,000,000 aggregate principal amount of its 8.125% Senior Notes due 2019 (the “Original Notes”).
ContractCredit Agreement • October 6th, 2011 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York
SECOND AMENDMENT AGREEMENT dated as of October 4, 2011 (this “Agreement”), to Amended and Restated Credit Agreement dated as of April 16, 2009, as amended by that certain First Amendment, dated as of May 15, 2009 (the “Original Credit Agreement”), among LEVEL 3 COMMUNICATIONS, INC. (“Level 3”), LEVEL 3 FINANCING, INC., as Borrower (the “Borrower”), the LENDERS party thereto, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arranger and Joint Bookrunner, MORGAN STANLEY & CO. INCORPORATED, as Joint Lead Arranger, Joint Bookrunner and Syndication Agent, BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole Bookrunner for the Tranche B Term Loans, CITIGROUP GLOBAL MARKETS, INC., CREDIT SUISSE SECURITIES (USA) LLC and WACHOVIA BANK, N.A., as Co-Documentation Agents, and MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent and Collateral Agent.
SECURITIES ASSUMPTION SUPPLEMENTAL INDENTURESecurities Assumption Supplemental Indenture • October 6th, 2011 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 4, 2011, among LEVEL 3 ESCROW, INC., a Delaware corporation (the “Level 3 Escrow” or the “Issuer”), LEVEL 3 FINANCING, INC., a Delaware corporation (“Financing”), LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (“Parent”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee under the indenture referred to below (the “Trustee”).
