LEVEL 3 FINANCING, INC. REGISTRATION AGREEMENTRegistration Agreement • December 28th, 2006 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York
Level 3 Financing, Inc., a Delaware company (the “Issuer”), proposes to issue and sell to certain purchasers (the “Purchasers”), upon the terms set forth in a purchase agreement dated December 13, 2006, (the “Purchase Agreement”), $650,000,000 aggregate principal amount of its 9.25% Senior Notes due 2014 (the “Original Notes”) (such sale, the “Initial Placement”), to be guaranteed on an unsecured unsubordinated basis by Level 3 Communications, Inc., the direct parent company of the Issuer (“Parent”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to your obligations thereunder, the Issuer and Parent jointly and severally agree 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 Original Notes (including you and the other Purchasers) (each of the foregoing a “Holder” and together the “Holders”), as follows:
Supplemental Indenture Dated as of December 27, 2006Supplemental Indenture • December 28th, 2006 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 27, 2006, among LEVEL 3 FINANCING, INC., a Delaware corporation (the “Issuer”), LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (“Parent”), LEVEL 3 COMMUNICATIONS, LLC, a Delaware 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”).
