0001193125-04-208755 Sample Contracts

INDENTURE between LEVEL 3 COMMUNICATIONS, INC. and THE BANK OF NEW YORK as Trustee Up to $345,000,000 5¼% CONVERTIBLE SENIOR NOTES DUE 2011
Indenture • December 7th, 2004 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

INDENTURE dated as of December 2, 2004 between LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (the “Company”), and BANK OF NEW YORK, as trustee hereunder (the “Trustee”).

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Confirmation of OTC Convertible Note Hedge Date: December 2, 2004 ML Ref: To: Level 3 Communications, Inc. (“Counterparty”) Attention: From: Merrill Lynch International (“ML”) Merrill Lynch Financial Centre
Confirmation of Otc Convertible Note Hedge • December 7th, 2004 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.

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COLLATERAL AGREEMENT dated as of December 1, 2004 among LEVEL 3 COMMUNICATIONS, INC., LEVEL 3 FINANCING, INC., the Subsidiaries of LEVEL 3 COMMUNICATIONS, INC. identified herein, and MERRILL LYNCH CAPITAL CORPORATION, as Collateral Agent
Collateral Agreement • December 7th, 2004 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

COLLATERAL AGREEMENT dated as of December 1, 2004, among LEVEL 3 FINANCING, INC., a Delaware corporation (the “Borrower”), LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (“Level 3”), the Subsidiaries of Level 3 identified herein and MERRILL LYNCH CAPITAL CORPORATION (“MLCC”), as collateral agent (in such capacity, the “Collateral Agent”).

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Contract
Supplemental Indenture • December 7th, 2004 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 1, 2004, among LEVEL 3 FINANCING, INC., a Delaware corporation (the “Issuer”), LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (“Parent”), LEVEL 3 COMMUNICATIONS, LLC, a limited liability company (“Level 3 LLC”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee under the Indenture referred to below (the “Trustee”).

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Contract
Offering Proceeds Note Subordination Agreement • December 7th, 2004 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

OFFERING PROCEEDS NOTE SUBORDINATION AGREEMENT dated as of December 1, 2004 among LEVEL 3 COMMUNICATIONS, INC. (“Level 3”), LEVEL 3 FINANCING, INC. (the “Borrower”), LEVEL 3 COMMUNICATIONS, LLC (“Level 3 LLC”), each Restricted Subsidiary (as defined in the Credit Agreement described below) that becomes party hereto as provided in Section 4.12 hereof (each such Subsidiary and Level 3 LLC individually, a “Subordinated Borrower”, and collectively, the “Subordinated Borrowers”), the BORROWER in its capacity as obligee of the Offering Proceeds Note (as defined below), and each Subsidiary that becomes party hereto as provided in Section 4.13 hereof (each such Subsidiary, Level 3 and the BORROWER in its capacity as obligee of the Offering Proceeds Note individually, a “Subordinated Lender”, and collectively, the “Subordinated Lenders”).

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INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT dated as of December 1, 2004 among LEVEL 3 COMMUNICATIONS, INC., LEVEL 3 FINANCING, INC., the Subsidiaries of LEVEL 3 COMMUNICATIONS, INC. identified herein, and MERRILL LYNCH CAPITAL CORPORATION, as...
Indemnification & Liability • December 7th, 2004 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT dated as of December 1, 2004, among LEVEL 3 FINANCING, INC., a Delaware corporation (the “Borrower”), LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (“Level 3”), the Subsidiaries of Level 3 identified herein and MERRILL LYNCH CAPITAL CORPORATION (“MLCC”), as administrative agent and collateral agent (in such capacity, the “Agent”).

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GUARANTEE AGREEMENT dated as of December 1, 2004 among LEVEL 3 COMMUNICATIONS, INC., the Subsidiaries of LEVEL 3 COMMUNICATIONS, INC. identified herein, and MERRILL LYNCH CAPITAL CORPORATION, as Agent
Guarantee Agreement • December 7th, 2004 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

GUARANTEE AGREEMENT dated as of December 1, 2004, among LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (“Level 3”), the Subsidiaries of Level 3 identified herein and MERRILL LYNCH CAPITAL CORPORATION (“MLCC”), as administrative agent and collateral agent (in such capacity, the “Agent”).

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Date: December 2, 2004 ML Ref: To: Level 3 Communications, Inc. (“Counterparty”) Attention: From: Merrill Lynch International (“ML”) Merrill Lynch Financial Centre
Confirmation of Otc Warrant • December 7th, 2004 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.

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CREDIT AGREEMENT dated as of December 1, 2004 among LEVEL 3 COMMUNICATIONS, INC. LEVEL 3 FINANCING, INC. The Lenders Party hereto and MERRILL LYNCH CAPITAL CORPORATION, as Agent
Credit Agreement • December 7th, 2004 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

CREDIT AGREEMENT dated as of December 1, 2004 among LEVEL 3 COMMUNICATIONS, INC., LEVEL 3 COMMUNICATIONS FINANCING INC., the LENDERS party hereto, and MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent and Collateral Agent.

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LOAN PROCEEDS NOTE COLLATERAL AGREEMENT dated as of December 1, 2004 among LEVEL 3 FINANCING, INC. LEVEL 3 COMMUNICATIONS, LLC, and MERRILL LYNCH CAPITAL CORPORATION, as Collateral Agent
Loan Proceeds Note and Collateral Agreement • December 7th, 2004 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

COLLATERAL AGREEMENT dated as of December 1, 2004, among LEVEL 3 FINANCING, INC., a Delaware corporation (the “LPN Lender”), LEVEL 3 COMMUNICATIONS, LLC, a Delaware limited liability company (“LPN Borrower”) and MERRILL LYNCH CAPITAL CORPORATION (“MLCC”), as collateral agent (in such capacity, the “Collateral Agent”).

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