0001193125-07-056509 Sample Contracts

CREDIT AGREEMENT dated as of March 13, 2007 among LEVEL 3 COMMUNICATIONS, INC. LEVEL 3 FINANCING, INC. The Lenders Party hereto and MERRILL LYNCH CAPITAL CORPORATION as Administrative Agent and Collateral Agent
Credit Agreement • March 16th, 2007 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

CREDIT AGREEMENT dated as of March 13, 2007 (this “Agreement”) among LEVEL 3 COMMUNICATIONS, INC., LEVEL 3 FINANCING, INC., as Borrower, the LENDERS party hereto, MORGAN STANLEY & CO. INCORPORATED, as Joint Lead Arranger, Joint Bookrunner and Syndication Agent, 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.

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Contract
Supplemental Indenture • March 16th, 2007 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

AMENDED AND RESTATED SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 13, 2007, 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”).

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Contract
Supplemental Indenture • March 16th, 2007 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

AMENDED AND RESTATED SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 13, 2007, among LEVEL 3 FINANCING, INC., a Delaware corporation (the “Issuer”), LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (“Parent”), BROADWING FINANCIAL SERVICES, INC., a Delaware corporation (“Broadwing Financial”), 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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Supplemental Indenture Dated as of March 13, 2007
Supplemental Indenture • March 16th, 2007 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 13, 2007, between LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (the “Issuer”), and THE BANK OF NEW YORK, a New York banking corporation (the “Trustee”), as Trustee under the Indenture (as hereinafter defined).

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COLLATERAL AGREEMENT dated as of March 13, 2007 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 • March 16th, 2007 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

COLLATERAL AGREEMENT dated as of March 13, 2007, 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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AMENDED AND RESTATED LOAN PROCEEDS NOTE COLLATERAL AGREEMENT dated as of March 13, 2007 among LEVEL 3 FINANCING, INC. LEVEL 3 COMMUNICATIONS, LLC and MERRILL LYNCH CAPITAL CORPORATION as Collateral Agent
Loan Proceeds Note • March 16th, 2007 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

AMENDED AND RESTATED LOAN PROCEEDS NOTE COLLATERAL AGREEMENT dated as of March 13, 2007, 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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GUARANTEE AGREEMENT dated as of March 13, 2007 among LEVEL 3 COMMUNICATIONS, INC., the Subsidiaries of LEVEL 3 COMMUNICATIONS, INC. identified herein, and MERRILL LYNCH CAPITAL CORPORATION, as Agent
Guarantee Agreement • March 16th, 2007 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

GUARANTEE AGREEMENT dated as of March 13, 2007 (this “Agreement”), among LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (“Level 3”), the Subsidiary Guarantors identified herein and MERRILL LYNCH CAPITAL CORPORATION, as administrative agent and collateral agent (in such capacity, the “Agent”).

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INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT dated as of March 13, 2007 among LEVEL 3 COMMUNICATIONS, INC., LEVEL 3 FINANCING, INC., the Subsidiaries of LEVEL 3 COMMUNICATIONS, INC. identified herein, and MERRILL LYNCH CAPITAL CORPORATION, as Agent
Indemnity, Subrogation and Contribution Agreement • March 16th, 2007 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

INDEMNITY, SUBROGATION AND CONTRIBUTION AGREEMENT dated as of March 13, 2007 (this “Agreement”), among LEVEL 3 FINANCING, INC., a Delaware corporation (the “Borrower”), LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (“Level 3”), the Subsidiary Parties identified herein and MERRILL LYNCH CAPITAL CORPORATION, as administrative agent and collateral agent (in such capacity, the “Agent”).

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Contract
Loan Proceeds Note Guarantee Agreement • March 16th, 2007 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

AMENDED AND RESTATED LOAN PROCEEDS NOTE GUARANTEE AGREEMENT (this “Agreement”) dated as of March 13, 2007, between BROADWING FINANCIAL SERVICES, INC. (the “Loan Proceeds Note Guarantor”), a subsidiary of Level 3 Financing, Inc., and LEVEL 3 FINANCING, INC. (the “Borrower”).

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Contract
Subordination Agreement • March 16th, 2007 • Level 3 Communications Inc • Telephone communications (no radiotelephone) • New York

OMNIBUS OFFERING PROCEEDS NOTE SUBORDINATION AGREEMENT dated as of March 13, 2007, among LEVEL 3 COMMUNICATIONS, INC. (“Level 3”), LEVEL 3 FINANCING, INC. (the “Borrower”), LEVEL 3 COMMUNICATIONS, LLC (“Level 3 LLC”), each Subsidiary that becomes party hereto as provided in Section 4.12 hereof (each such Subsidiary and Level 3 LLC being called, individually, an “Intercompany Obligor”, and collectively, the “Intercompany Obligors”), the BORROWER in its capacity as obligee of the Offering Proceeds Notes (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 Notes individually, a “Subordinated Lender”, and collectively, the “Subordinated Lenders”).

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Contract
Omnibus Offering Proceeds Note Subordination Agreement • March 16th, 2007 • Level 3 Communications Inc • Telephone communications (no radiotelephone)

SUPPLEMENT NO. 1 dated as of March 13, 2007 to the Omnibus Offering Proceeds Note Subordination Agreement dated as of March 13, 2007 (the “Omnibus Offering Proceeds Note Subordination Agreement”), among LEVEL 3 COMMUNICATIONS, INC. (“Level 3”), LEVEL 3 COMMUNICATIONS, LLC (“Level 3 LLC”), LEVEL 3 FINANCING, INC. (the “Borrower”), each Subsidiary of Level 3 becoming a party thereto pursuant to Section 4.12 thereof (each such Subsidiary and Level 3 LLC, a “Intercompany Obligor”), and each Subsidiary of Level 3 becoming a party thereto pursuant to Section 4.13 thereof (each such Subsidiary, Level 3 and the Borrower, a “Subordinated Lender”).

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