LEVEL 3 COMMUNICATIONS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2004 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York
Level 3 Communications, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated the date hereof (the “Purchase Agreement”), $320,000,000 aggregate principal amount of its 5.25% Convertible Senior Notes due 2011 (plus up to an additional $25,000,000 aggregate principal amount of the 5.25% Convertible Senior Notes due 2011 if the Initial Purchasers exercise in full their option to purchase such additional notes) (the “Securities”) (the “Initial Placement”). As an inducement to the Initial 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 Initial Purchasers and (ii) for the benefit of the holders from time to time of the Securities (including you and the other Initial Purchasers) (each of the foregoing a “Holder” and together t
LEVEL 3 COMMUNICATIONS, INC. PURCHASE AGREEMENTPurchase Agreement • November 23rd, 2004 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York
Level 3 Communications, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule II hereto (the “Initial Purchasers”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (the “Representatives”), $320,000,000 aggregate principal amount of its 5.25% Convertible Senior Notes due 2011 (the “Initial Securities”). The Company also proposes to grant to the Initial Purchasers an option to purchase up to $25,000,000 additional principal amount of such Convertible Senior Notes (the “Option Securities”; and together with the Initial 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 Memorandum (as defined below). The Securities are to be issued under an indenture (the “Indenture”) to be dated as of December 2, 2004 between the Company and The Bank of Ne
