Exhibit 4.2





EXECUTION COPY


 


 


LEVEL 3 COMMUNICATIONS, INC.


11.50 % Senior Notes due 2010


 


 


REGISTRATION AGREEMENT


 


New York, New
York


January 13,
2006


To:  The Bank of New York


as Trustee under the Indenture


dated January 13, 2006, between


Level 3 Communications, Inc. and


The Bank of New York, as Trustee


 


101 Barclay
Street - 8 West


New York, New
York 10286


Attn:
Corporate Trust Administration


 


 


Ladies and
Gentlemen:


 


Level 3
Communications, Inc., a Delaware corporation (the “Company”), proposes
to exchange up to $1,230,272,000 aggregate principal amount of its 11.50%
Senior Notes due 2010 (the “Securities”), to be issued pursuant to an
indenture, dated January 13, 2006, between the Company and The Bank of New
York, a New York banking corporation, as trustee, for any and all of its issued
and outstanding (i) 91/8% Senior Notes due 2008,
(ii) 101/2% Senior Discount Notes due 2008 and
(iii) 11% Senior Notes due 2008 held by eligible holders (each, an
“Exchange Offer” and together, the “Exchange Offers”). The Company agrees with
you for the benefit of the holders from time to time of the Securities
(each of the foregoing a “Holder” and together the “Holders”), as
follows:


 


1.  Definitions.  Capitalized terms used herein without
definition shall have their respective meanings set forth in the Indenture. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:


 


“Affiliate”
of any specified person means any other person which, directly or indirectly,
is in control of, is controlled by, or is under common control with, such
specified person.  For purposes of this
definition, control of a person means the power, direct or indirect, to direct
or cause the direction of the management and policies of such person whether by
contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.


 


“Commission”
means the Securities and Exchange Commission.


 





















 


“Exchange
Offer Registration Period” means the 180-day period following the
consummation of the Registered Exchange Offer, exclusive of any period during
which any stop order shall be in effect suspending the effectiveness of the
Exchange Offer Registration Statement.


 


“Exchange
Offer Registration Statement” means a registration statement of the Company
on an appropriate form under the Securities Act with respect to the Registered
Exchange Offer, all amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.


 


“Exchanging
Dealer” means any Holder which is a broker-dealer electing to exchange
Securities acquired for its own account as a result of market-making activities
or other trading activities for New Securities.


 


“Holder”
has the meaning set forth in the preamble hereto.


 


“Indenture”
means the Indenture relating to the Securities and the New Securities to be
dated as of January 13, 2006, between the Company and The Bank of New York, as
trustee, as the same may be amended from time to time in accordance with the
terms thereof.


 


“Majority
Holders” means the Holders of a majority of the aggregate principal amount
of securities registered under a Registration Statement.


 


“Managing
Underwriters” means the investment banker or investment bankers and manager
or managers that shall administer an offering of securities under a Shelf
Registration Statement.


 


“New
Securities” means debt securities of the Company identical in all material
respects to the Securities (except that the interest rate step-up provisions
and the transfer restrictions will be modified or eliminated, as appropriate),
to be issued under the Indenture.


 


“Prospectus”
means the prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 430A under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Securities or the New Securities, covered by such Registration
Statement, and all amendments and supplements to the Prospectus, including
post-effective amendments.


 


“Registered
Exchange Offer” means the proposed offer to the Holders to issue and
deliver to such Holders, in exchange for the Securities, a like principal
amount of the New Securities.


 


2





















 


“Registration
Default” has the meaning set forth in Section 7(a) hereof.


 


“Registration
Securities” has the meaning set forth in Section 3(a) hereof.


 


“Registration
Statement” means any Exchange Offer Registration Statement or Shelf
Registration Statement that covers any of the Securities or the New Securities
pursuant to the provisions of this Agreement, all amendments and supplements to
such registration statement, including, without limitation, post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.


 


“Securities”
has the meaning set forth in the preamble hereto.


 


“Securities
Act” means the Securities Act of 1933 as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


“Shelf
Registration” means a registration effected pursuant to Section 3
hereof.


 


“Shelf
Registration Period” has the meaning set forth in Section 3(b) hereof.


 


“Shelf
Registration Statement” means a “shelf” registration statement of the
Company pursuant to the provisions of Section 3 hereof which covers some
of or all the Securities or New Securities, as applicable, on an appropriate
form under Rule 415 under the Securities Act, or any similar rule that may
be adopted by the Commission, all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


 


“Trustee”
means the trustee with respect to the Securities and the New Securities under
the Indenture.


 


“underwriter”
means any underwriter of securities in connection with an offering thereof
under a Shelf Registration Statement.


 


2.  Registered Exchange Offer; Resales of New
Securities by Exchanging Dealers; Private Exchange.


 


(a)  The
Company shall prepare and, not later than 120 days after the date of the
original issuance of the Securities, shall file with the Commission the
Exchange Offer Registration Statement with respect to the Registered Exchange
Offer.  The Company shall use its reasonable
best efforts to cause the Exchange Offer Registration Statement to become
effective under the Securities Act within 210 days after the date of the
original issuance of the Securities.


 


3





















 


(b)  Upon the effectiveness of the Exchange Offer
Registration Statement, the Company shall (i) commence the Registered Exchange
Offer, it being the objective of such Registered Exchange Offer to enable each
Holder electing to exchange Securities for New Securities (assuming that such
Holder is not an affiliate of the Company within the meaning of the Securities
Act, acquires the New Securities in the ordinary course of such Holder’s business
and has no arrangements with any person to participate in the distribution of
the New Securities) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Securities Act and without
material restrictions under the securities laws of a substantial proportion of
the several states of the United States and (ii) use its reasonable best
efforts to issue, on or prior to 30 business days, or longer, if required by
the federal securities laws, after the date on which the Exchange Offer
Registration Statement becomes effective, the New Securities in exchange for
all Securities validly tendered prior to the expiration of such Registered
Exchange Offer.


 


(c)  In connection with the Registered Exchange
Offer, the Company shall:


 


(i) mail to each Holder a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;


 


(ii) keep the Registered Exchange Offer open for not less than 30 days
after the date notice thereof is mailed to the Holders (or longer if required
by applicable law);


 


(iii) utilize the services of a depositary for the Registered Exchange
Offer with an address in the Borough of Manhattan, The City of New York; and


 


(iv) comply in all material respects with all applicable laws.


 


(d)  As soon as practicable after the close of the
Registered Exchange Offer:


 


(i) the Company shall accept for exchange all Securities tendered and
not validly withdrawn pursuant to the Registered Exchange Offer;


 


(ii) the Company shall deliver to the Trustee for cancelation all
Securities so accepted for exchange; and


 


(iii) the Trustee shall promptly to authenticate and deliver to each
Holder of Securities, New Securities equal in principal amount to the
Securities of such Holder so accepted for exchange.


 


(e)  The Trustee and the Company acknowledge that,
pursuant to current interpretations by the Commission’s staff of Section 5
of the Securities Act, and in the 


 


4





















 


absence of an
applicable exemption therefrom, each Exchanging Dealer is required to deliver a
Prospectus in connection with a sale of any New Securities received by such
Exchanging Dealer pursuant to the Registered Exchange Offer in exchange for
Securities acquired for its own account as a result of market-making activities
or other trading activities. 
Accordingly, the Company shall:


 


(i) include the information set forth in Annex A hereto on the
cover of the Exchange Offer Registration Statement, in Annex B hereto in
the forepart of the Exchange Offer Registration Statement in a section setting
forth details of the Exchange Offer, in Annex C hereto in the underwriting
or plan of distribution section of the Prospectus forming a part of the
Exchange Offer Registration Statement, and in Annex D hereto in the Letter
of Transmittal delivered pursuant to the Registered Exchange Offer (it being
understood that a Holder’s participation in the Exchange Offer is conditioned
on the Holder, by executing and returning the Letter of Transmittal,
representing in writing to the Company as set forth in Rider B of
Annex D hereto); and


 


(ii) use its reasonable best efforts to keep the Exchange Offer
Registration Statement continuously effective under the Securities Act during
the Exchange Offer Registration Period for delivery by Exchanging Dealers in
connection with sales of New Securities received pursuant to the Registered
Exchange Offer, as contemplated by Section 4(h) below.


 


3.  Shelf Registration.  If, (i) because of any change in law or
applicable interpretations thereof by the Commission’s staff, the Company
determines upon advice of its outside counsel that it is not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof,
or (ii) for any other reason the Exchange Offer Registration Statement is
not declared effective within 210 days after the Closing Date or the
Registered Exchange Offer is not consummated within 30 business days after
the Exchange Offer Registration Statement is declared effective, or
(iii) any Holder is not eligible to participate in the Registered Exchange
Offer or (iv) in the case of any such Holder that participates in the
Registered Exchange Offer, such Holder does not receive freely tradable New
Securities in exchange for tendered securities, other than by reason of such
Holder being an affiliate of the Company within the meaning of the Securities
Act (it being understood that, for purposes of this Section 3, the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of New Securities acquired in the Registered Exchange Offer in exchange
for Securities acquired as a result of market making activities or other
trading activities shall not result in such New Securities being not “freely
tradeable”), the following provisions shall apply:


 


(a)  The
Company shall as promptly as practicable (but in no event later than 30 days
after (i) making the determination referred to in clause (i) of the preceding
paragraph, (ii) the dates specified in clause (ii) of the preceding
paragraph or (iii) being notified or determining that a Holder is not able
to participate in the Registered Exchange 


 


5





















 


Offer or will
or did not receive freely tradeable New Securities as described in
clause (iii) or (iv) of the preceding paragraph), file with the Commission
and thereafter shall use its reasonable best efforts to cause to be declared
effective within 90 days under the Securities Act a Shelf Registration
Statement relating to the offer and sale of the Securities or the New
Securities, as applicable, by the Holders from time to time in accordance with
the methods of distribution elected by such Holders and set forth in such Shelf
Registration Statement (such Securities or New Securities, as applicable, to be
sold by such Holders under such Shelf Registration Statement being referred to
herein as “Registration Securities”), and any such Exchange Offer Registration
Statement, as so amended, shall be referred to herein as, and governed by the
provisions herein applicable to, a Shelf Registration Statement.


 


(b)  The
Company shall use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the Prospectus forming part
thereof to be usable by Holders for a period of two years from the date the
Shelf Registration Statement is declared effective by the Commission or such
shorter period that will terminate when all the Securities or New Securities,
as applicable, covered by the Shelf Registration Statement have been sold
pursuant to the Shelf Registration Statement (in any such case, such period
being called the “Shelf Registration Period”). 
The Company shall be deemed not to have used its reasonable best efforts
to keep the Shelf Registration Statement effective during the Shelf
Registration Period if it voluntarily takes any action that would result in
Holders of securities covered thereby not being able to offer and sell such
securities during that period, unless (i) such action is required by
applicable law or (ii) such action is taken by the Company in good faith
and for valid business reasons (not including avoidance of the Company’s
obligation hereunder), including the acquisition or divestiture of assets, so
long as the Company promptly thereafter complies with the requirements of
Section 4(k) hereof, if applicable.


 


4.  Registration
Procedures.  In connection with any
Shelf Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply:


 


(a)  (i)  The Company shall furnish to you, prior to
the filing thereof with the Commission, a copy of any Exchange Offer
Registration Statement, each amendment thereof and each amendment or
supplement, if any, to the Prospectus included therein and shall use its best
efforts to reflect in each such document, when so filed with the Commission,
such comments as you reasonably may propose.


 


(ii) The Company shall furnish to you, prior to the filing thereof with
the Commission, a copy of any Shelf Registration Statement, each amendment
thereof and each amendment or supplement, if any, to the Prospectus included
therein and shall use its best efforts to reflect in each such document, when
so filed with the Commission, such comments as any Holder whose securities are
to be included in such Shelf Registration Statement reasonably may propose.


 


6





















 


(b)  The Company shall ensure that (i) any
Registration Statement and any amendment thereto and any Prospectus forming
part thereof and any amendment or supplement thereto complies in all material
respects with the Securities Act and the rules and regulations thereunder,
(ii) any Registration Statement and any amendment thereto does not, when
it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) any Prospectus forming part of
any Registration Statement, and any amendment or supplement to such Prospectus,
does not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.


 


(c)  (1) The
Company shall advise you and, in the case of a Shelf Registration Statement,
the Holders of securities covered thereby, and, if requested by you or any such
Holder, confirm such advice in writing:


 


(i) when a Registration
Statement and any amendment thereto has been filed with the Commission and when
the Registration Statement or any post-effective amendment thereto has become
effective; and


 


(ii) of any request by the
Commission for amendments or supplements to the Registration Statement or the
Prospectus included therein or for additional information.


 


(2)  The Company shall advise you and, in the case
of a Shelf Registration Statement, the Holders of securities covered thereby,
and, in the case of an Exchange Offer Registration Statement, any Exchanging
Dealer which has provided in writing to the Company a telephone or facsimile
number and address for notices, and, if requested by you or any such Holder or
Exchanging Dealer, confirm such advice in writing:


 


(i) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose;


 


(ii) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the securities included therein for sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purpose; and


 


(iii) of the happening of any event that requires the making of any
changes in the Registration Statement or the Prospectus so that, as of such
date, the statements therein are not misleading and do not omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in the light of the circumstances under
which they were 


 


7





















 


made) not
misleading (which advice shall be accompanied by an instruction to suspend the
use of the Prospectus until the requisite changes have been made).


 


Each such
Holder or Exchanging Dealer agrees by its acquisition of such securities to be
sold by such Holder or Exchanging Dealer, that, upon being so advised by the
Company of any event described in clause (iii) of this
paragraph (c)(2), such Holder or Exchanging Dealer will forthwith
discontinue disposition of such securities under such Registration Statement or
Prospectus, until such Holder’s or Exchanging Dealer’s receipt of the copies of
the supplemented or amended Prospectus contemplated by paragraph 4(k)
hereof, or until it is advised in writing by the Company that the use of the
applicable Prospectus may be resumed.


 


(d)  The
Company shall use its best efforts to obtain the withdrawal of any order
suspending the effectiveness of any Registration Statement at the earliest
possible time.


 


(e)  The
Company shall furnish to each Holder of securities included within the coverage
of any Shelf Registration Statement, without charge, at least one copy of such
Shelf Registration Statement and any post-effective amendment thereto,
including financial statements and schedules, and, if the Holder so requests in
writing, any documents incorporated by reference therein and all exhibits
thereto (including those incorporated by reference therein).


 


(f)  The
Company shall, during the Shelf Registration Period, deliver to each Holder of
securities included within the coverage of any Shelf Registration Statement,
without charge, as many copies of the Prospectus (including each preliminary
Prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request; and the Company
consents to the use of the Prospectus or any amendment or supplement thereto by
each of the selling Holders of securities in connection with the offering and
sale of the securities covered by the Prospectus or any amendment or supplement
thereto.


 


(g)  The Company shall furnish to each Exchanging
Dealer which so requests, without charge, at least one copy of the Exchange
Offer Registration Statement and any post-effective amendment thereto,
including financial statements and schedules and, if the Exchanging Dealer so
requests in writing, any documents incorporated by reference therein and all
exhibits thereto (including those incorporated by reference therein).


 


(h)  The
Company shall, during the Exchange Offer Registration Period, promptly deliver
to each Exchanging Dealer, without charge, as many copies of the Prospectus
included in such Exchange Offer Registration Statement and any amendment or
supplement thereto as such Exchanging Dealer may reasonably request for
delivery by such Exchanging Dealer in connection with a sale of New Securities
received by it pursuant to the Registered Exchange Offer; and the Company
consents to the use of the 


 


8





















 


Prospectus or
any amendment or supplement thereto by any such Exchanging Dealer, as
aforesaid.


 


(i)  Prior
to the Registered Exchange Offer or any other offering of securities pursuant
to any Registration Statement, the Company shall register or qualify or
cooperate with the Holders of securities included therein and their respective
counsel in connection with the registration or qualification of such securities
for offer and sale under the securities or blue sky laws of such jurisdictions
as any such Holder reasonably requests in writing and do any and all other acts
or things necessary or advisable to enable the offer and sale in such
jurisdictions of the securities covered by such Registration Statement; provided,
however, that the Company will not be required to qualify generally to
do business in any jurisdiction where it is not then so qualified or to take
any action which would subject it to general service of process or to taxation
in any such jurisdiction where it is not then so subject.


 


(j)  The
Company shall cooperate with the Holders of Securities to facilitate the timely
preparation and delivery of certificates representing Securities to be sold
pursuant to any Registration Statement free of any restrictive legends and in
such denominations and registered in such names as Holders may request prior to
sales of securities pursuant to such Registration Statement.


 


(k)  Upon
the occurrence of any event contemplated by paragraph (c)(2)(iii) above,
the Company shall promptly prepare a post-effective amendment to any
Registration Statement or an amendment or supplement to the related Prospectus
or file any other required document so that, as thereafter delivered to
purchasers of the securities included therein, the Prospectus will not include
an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.


 


(l)  Not
later than the effective date of any such Registration Statement hereunder, the
Company shall provide a CUSIP number for the Securities or New Securities, as
the case may be, registered under such Registration Statement, and provide the
Trustee with printed certificates for such Securities or New Securities, in a
form, if requested by the applicable Holder or Holder’s Counsel, eligible for
deposit with The Depository Trust Company or any successor thereto under the
Indenture.


 


(m)  The
Company shall use its best efforts to comply with all applicable rules and
regulations of the Commission to the extent and so long as they are applicable
to the Registered Exchange Offer or the Shelf Registration and will make
generally available to its security holders a consolidated earnings statement
(which need not be audited) covering a twelve-month period commencing after the
effective date of the Registration Statement and ending not later than
15 months thereafter, as soon as 


 


9





















 


practicable
after the end of such period, which consolidated earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act.


 


(n)  The
Company shall cause the Indenture to be qualified under the Trust Indenture Act
of 1939, as amended, on or prior to the effective date of any Shelf
Registration Statement or Exchange Offer Registration Statement.


 


(o)  The
Company may require each Holder of securities to be sold pursuant to any Shelf
Registration Statement to furnish to the Company in writing such information
regarding the Holder and the distribution of such securities as the Company may
from time to time reasonably require for inclusion in such Registration
Statement.  The Company may exclude from
any such Registration Statement the securities of any such Holder who fails to
furnish such information within a reasonable time after receiving such
request.  Each Holder as to which any
Shelf Registration is being effected agrees to furnish promptly to the Company
all information required to be disclosed in order to make the information
previously furnished to the Company by such Holder not materially misleading.


 


(p)  The
Company shall, if requested, promptly incorporate in a Prospectus supplement or
post-effective amendment to a Shelf Registration Statement, such information as
the Managing Underwriters, if any, and Majority Holders reasonably agree should
be included therein and shall make all required filings of such Prospectus
supplement or post-effective amendment as soon as notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.


 


(q)  (i)  In the case of any Shelf
Registration Statement, the Company shall enter into such agreements (including
underwriting agreements) and take all other appropriate actions in order to
expedite or facilitate the registration or the disposition of the Securities,
and in connection therewith, if an underwriting agreement is entered into,
cause the same to contain indemnification provisions and procedures no less
favorable than those set forth in Section 6 hereof (or such other
provisions and procedures acceptable to the Majority Holders and the Managing
Underwriters, if any), with respect to all parties to be indemnified pursuant
to Section 6 hereof from Holders of Securities to the Company.


 


(ii) Without limiting in any way paragraph (q)(i), no Holder may
participate in any underwritten registration hereunder unless such Holder
(x) agrees to sell such Holder’s securities to be covered by such registration
on the basis provided in any underwriting arrangements approved by the Majority
Holders and the Managing Underwriters and (y) completes and executes in a
timely manner all customary questionnaires, powers of attorney, underwriting
agreements and other documents reasonably required by the Company or the
Managing Underwriters in connection with such underwriting arrangements.


 


10





















 


(r)  In
the case of any Shelf Registration Statement, the Company shall (i) make
reasonably available for inspection by the Holders of securities to be
registered thereunder, any underwriter participating in any disposition
pursuant to such Registration Statement, and any attorney, accountant or other
agent retained by the Holders or any such underwriter all relevant financial
and other records, pertinent corporate documents and properties of the Company
and its subsidiaries reasonably requested by such person; (ii) cause the
Company’s officers, directors and employees to supply all relevant information
reasonably requested by the Holders or any such underwriter, attorney,
accountant or agent in connection with any such Registration Statement as is
customary for due diligence examinations in connection with primary
underwritten offerings; provided, however, that any information
that is nonpublic at the time of delivery of such information shall be kept
confidential by the Holders or any such underwriter, attorney, accountant or
agent, unless such disclosure is made in connection with a court proceeding or
required by law, or such information becomes available to the public generally
or through a third party without an accompanying obligation of confidentiality;
(iii) make such representations and warranties to the Holders of securities
registered thereunder and the underwriters, if any, in form, substance and
scope as are customarily made by issuers to underwriters in primary
underwritten offerings; (iv) obtain opinions of counsel to the Company
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the Managing Underwriters, if any) addressed to each selling
Holder and the underwriters, if any, covering such matters as are customarily
covered in opinions requested in underwritten offerings and such other matters
as may be reasonably requested by such Holders and underwriters; (v) obtain “cold
comfort” letters (or, in the case of any person that does not satisfy the
conditions for receipt of a “cold comfort” letter specified in Statement on
Auditing Standards No. 72, an “agreed-upon procedures” letter under
Statement on Auditing Standards No. 35) and updates thereof from the
independent certified public accountants of the Company (and, if necessary, any
other independent certified public accountants of any subsidiary of the Company
or of any business acquired by the Company for which financial statements and
financial data are, or are required to be, included or incorporated by
reference in the Registration Statement), addressed to each selling Holder of
securities registered thereunder and the underwriters, if any, in customary
form and covering matters of the type customarily covered in “cold comfort”
letters in connection with primary underwritten offerings; and (vi) deliver
such documents and certificates as may be reasonably requested by the Majority
Holders and the Managing Underwriters, if any, including those to evidence
compliance with Section 4(k) and with any customary conditions contained in the
underwriting agreement or other agreement entered into by the Company.  The foregoing actions set forth in clauses
(iii), (iv), (v) and (vi) of this Section 4(r) shall be performed (A) on the
effective date of such Registration Statement and each post-effective amendment
thereto and (B) at each closing under any underwriting or similar agreement as
and to the extent required thereunder.


 


(s)  In
the case of any Exchange Offer Registration Statement, the Company shall
(i) make reasonably available for inspection by the Trustee, and any 


 


11





















 


attorney,
accountant or other agent retained by the Trustee, all relevant financial and
other records, pertinent corporate documents and properties of the Company and
its subsidiaries reasonably requested by such person; (ii) cause the
Company’s officers, directors and employees to supply all relevant information
reasonably requested by the Trustee or any such attorney, accountant or agent
in connection with any such Registration Statement as is customary for due
diligence examinations in connection with primary underwritten offerings; provided,
however, that any information that is nonpublic at the time of delivery
of such information shall be kept confidential by the Trustee or any such
attorney, accountant or agent, unless such disclosure is made in connection
with a court proceeding or required by law, or such information becomes
available to the public generally or through a third party without an
accompanying obligation of confidentiality; (iii) make such representations and
warranties to the Trustee, in form, substance and scope as are customarily made
by issuers to underwriters in primary underwritten offerings; (iv) obtain
opinions of counsel to the Company (which counsel and opinions (in form, scope
and substance) shall be reasonably satisfactory to the Trustee and its
counsel), addressed to the Trustee, covering such matters as are customarily
covered in opinions requested in underwritten offerings and such other matters
as may be reasonably requested by the Trustee or its counsel; (v) obtain “cold
comfort” letters and updates thereof from the independent certified public
accountants of the Company (and, if necessary, any other independent certified
public accountants of any subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included or incorporated by reference in the Registration
Statement), addressed to the Trustee, in customary form and covering matters of
the type customarily covered in “cold comfort” letters in connection with
primary underwritten offerings, or if requested by the Trustee or its counsel
in lieu of a “cold comfort” letter, an agreed-upon procedures letter under
Statement on Auditing Standards No. 35, covering matters requested by the
Trustee or its counsel; and (vi) deliver such documents and certificates as may
be reasonably requested by the Trustee or its counsel, including those to
evidence compliance with Section 4(k) and with conditions customarily contained
in underwriting agreements.  The
foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of this
Section 4(s) shall be performed (A) at the close of the Registered
Exchange Offer and (B) on the effective date of any post-effective amendment
to the Exchange Offer Registration Statement.


 


5.  Registration
Expenses.  The Company shall bear all
expenses incurred in connection with the performance of its obligations under
Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration
Statement, will reimburse the Holders for the reasonable fees and disbursements
of one firm or counsel (in addition to one local counsel in each relevant
jurisdiction) designated by the Majority Holders to act as counsel for the
Holders in connection therewith (“Holders’ Counsel”).  Notwithstanding the foregoing, the Holders of
the securities being registered shall pay all agency or brokerage fees and
commissions and underwriting discounts and commissions attributable to the sale
of such securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the 


 


12





















 


counsel and
experts specifically referred to above in this Section 5, transfer taxes
on resale of any of the securities by such Holders and any advertising expenses
incurred by or on behalf of such Holders in connection with any offers they may
make.


 


6.  Indemnification
and Contribution.  (a)  In
connection with any Registration Statement, the Company agrees to indemnify and
hold harmless each Holder of securities covered thereby (including with respect
to any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer), the directors, officers, employees and agents of each such
Holder and each other person, if any, who controls any such Holder within the
meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the
Securities Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement as originally filed or in any amendment thereof,
or in any preliminary Prospectus or Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to reimburse
each such indemnified party, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any such Holder specifically for inclusion
therein; provided further, however, that the indemnity agreement
contained in this Section 6(a) shall not inure to the benefit of any
indemnified party to the extent that it is determined by a final,
non-appealable judgment that (i) a preliminary Prospectus contained an untrue
statement of a material fact or omitted to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, (ii) the sale to the person asserting any such losses, claims,
damages or liabilities was an initial resale of securities by any Holder, (iii)
any such loss, claim, damage or liability of such indemnified party results
from the fact that there was not sent or given to such person, at or prior to
the written confirmation of the sale of such securities to such person, a copy
of any revised preliminary Prospectus, the related Prospectus or the related
Prospectus as amended or supplemented in any case where such delivery is
required by the Securities Act, and the Company had previously furnished copies
thereof to such Holder and (iv) the revised preliminary Prospectus, the related
Prospectus or the related Prospectus as amended or supplemented corrected such
untrue statement or omission.  This
indemnity agreement will be in addition to any liability which the Company may
otherwise have.


 


13





















 


The Company
also agrees to indemnify or contribute to Losses (as defined below) of, as
provided in Section 6(d), any underwriters of Securities registered under a
Shelf Registration Statement, their officers, directors, employees and agents
and each person who controls such underwriters on substantially the same basis
as that of the indemnification of the selling Holders provided in this Section
6(a) and shall, if requested by any Holder, enter into an underwriting
agreement reflecting such agreement, as provided in Section 4(q) hereof.


 


(b)  Each
Holder of securities covered by a Registration Statement (including with
respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each
Exchanging Dealer) severally and not jointly agrees to indemnify and hold
harmless the Company, each of its directors and officers and each other person,
if any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Company to each such Holder, but only with
reference to written information relating to such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity.  This indemnity agreement will be in addition
to any liability which any such Holder may otherwise have.


 


(c)  Promptly
after receipt by an indemnified party under this Section 6 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 6,
notify the indemnifying party in writing of the commencement thereof; but the
failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did
not otherwise learn of such action and such failure results in the forfeiture
by the indemnifying party of substantial rights and defenses and (ii) will
not, in any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above.  The
indemnifying party shall be entitled to appoint counsel of the indemnifying
party’s choice at the indemnifying party’s expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel
shall be reasonably satisfactory to the indemnified party.  Notwithstanding the indemnifying party’s
election to appoint counsel to represent the indemnified party in an action,
the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel (and local counsel) if
(i) the use of counsel chosen by the indemnifying party to represent the
indemnified party would present such counsel with a conflict of interest,
(ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall 


 


14





















 


not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the indemnifying
party.  An indemnifying party will not,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.  It is understood,
however, that the Company shall, in connection with any one such action or
separate but substantially similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of only one separate firm of attorneys (in
addition to any local counsel) at any time for all such Holders and controlling
persons.  An indemnifying party shall not
be liable under this Section 6 to any indemnified party regarding any
settlement or compromise or consent to the entry of any judgment with respect
to any pending or threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought hereunder (whether or not
the indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent is consented to by such
indemnifying party, which consent shall not be unreasonably withheld.


 


(d)  In
the event that the indemnity provided in paragraph (a) or (b) of this
Section 6 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall have a joint and several obligation
to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending same) (collectively “Losses”) to which such
indemnified party may be subject in such proportion as is appropriate to
reflect the relative benefits received by such indemnifying party, on the one
hand, and such indemnified party, on the other hand, from the Registration
Statement which resulted in such Losses. 
If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the indemnifying party and the indemnified party
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on
the one hand, and such indemnified party, on the other hand, in connection with
the statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company shall be
deemed to be equal to the sum of (x) the aggregate principal amount of
Securities issued in the Exchange Offers (before deducting expenses) and (y)
the total amount of Special Interest which the Company was not required to pay
as a result of registering the securities covered by the Registration Statement
which resulted in such Losses, and benefits received by any Holders shall be
deemed to be equal to the value of receiving Securities or New Securities, as
applicable, 


 


15





















 


registered
under the Securities Act.  Benefits
received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the
Prospectus forming a part of the Registration Statement which resulted in such
Losses.  Relative fault shall be
determined by reference to whether any alleged untrue statement or omission
relates to information provided by the indemnifying party, on the one hand, or
by the indemnified party, on the other hand. 
The parties agree that it would not be just and equitable if
contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above.  Notwithstanding the provisions
of this paragraph (d), no person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.  For purposes of this
Section 6, each person who controls a Holder within the meaning of either the
Securities Act or the Exchange Act and each director, officer, employee and
agent of such Holder shall have the same rights to contribution as such Holder,
and each person who controls the Company within the meaning of either the
Securities Act or the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case to the
applicable terms and conditions of this paragraph (d).


 


(e)  The
provisions of this Section 6 will remain in full force and effect, regardless
of any investigation made by or on behalf of any Holder, the Company or any
underwriter or any of the officers, directors or controlling persons referred
to in this Section 6, and will survive the sale by a Holder of securities
covered by a Registration Statement.


 


7.  Registration
Defaults and Special Interest.  (a)          If any of the following events (each a
“Registration Default”) shall occur, then the Company shall pay certain
additional interest (“Special Interest”) to the Holders in accordance with
Section 7(b):


 


(i) neither the Exchange Offer Registration Statement nor the Shelf
Registration Statement has been filed with the Commission on or prior to the
120th day following the date of the original issuance of the Securities;


 


(ii) neither the Exchange Offer Registration Statement nor the Shelf
Registration Statement has been declared effective on or prior to the 210th day
following the date of the original issuance of the Securities;


 


(iii) neither the Registered Exchange Offer has been consummated within
30 business days following the effectiveness of the Exchange Offer
Registration Statement nor the Shelf Registration Statement has been declared
effective on or prior to the 240th day following the date of the original
issuance of the Securities; or


 


16





















 


(iv) after the Shelf Registration Statement has been declared
effective, such Registration Statement thereafter ceases to be effective or
usable in connection with resales of the Securities at any time that the
Company is obligated to maintain the effectiveness thereof pursuant to the
Registration Agreement.


 


(b)  Special
Interest shall accrue (in addition to stated interest on the Securities) on the
aggregate principal amount of Securities affected by the Registration Default
from and including the date on which the first such Registration Default shall
occur to but excluding the date on which all Registration Defaults have been
cured, at a rate per annum equal to 0.25% of the principal amount of the
Securities; provided, however, that such rate per annum shall
increase by 0.25% per annum from and including the 91st day after the first
such Registration Default (and each successive 91st day thereafter) unless and
until all Registration Defaults have been cured; provided further, however,
that in no event shall the Special Interest accrue at a rate in excess of 1.00%
per annum.  Notwithstanding the
foregoing, in the case of an event referred to in Section 7(a)(ii), a
Registration Default will be deemed not to have occurred so long as the Company
has used and is continuing to use its reasonable best efforts to cause the
Exchange Offer Registration Statement or Shelf Registration Statement, as
applicable, to be declared effective. 
Accrued Special Interest, if any, shall be paid in cash in arrears
semiannually on March 1 and September 1 in each year; and the amount
of accrued Special Interest shall be determined on the basis of the number
of days actually elapsed.  Any
accrued and unpaid interest (including Special Interest) upon the issuance of
an Exchange Security shall cease to be payable to the Holder hereof but such
accrued and unpaid interest (including Special Interest) shall be payable on
the next Interest Payment Date for such Exchange Security to the Holder thereof
on the related Regular Record Date.


 


8.  Miscellaneous.


 


(a)  No Inconsistent Agreements.  The Company has not, as of the date hereof,
entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that limits the rights granted to the
Holders herein or otherwise conflicts with the provisions hereof.


 


(b)  Amendments
and Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
qualified, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless the Company has obtained the
written consent of the Holders of at least a majority of the then outstanding
aggregate principal amount of Securities (or, after the consummation of any
Exchange Offer in accordance with Section 2 hereof, of New Securities).  Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose securities are being sold
pursuant to a Registration Statement and that does not 


 


17





















 


directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of securities being sold rather than
registered under such Registration Statement.


 


(c)  Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand-delivery,
first-class mail, facsimile, or air courier guaranteeing overnight delivery:


 


(i) if to a Holder, at the most current address given by such Holder to
the Company in accordance with the provisions of this Section 8(c), which
address initially is, with respect to each Holder, the address of such Holder
maintained by the registrar under the Indenture;


 


(ii) if to you, initially at the address set forth in the Indenture;
and


 


(iii) if to the Company, initially at its address set forth in the Indenture.


 


All such
notices and communications shall be deemed to have been duly given when actually
received.


 


The Trustee or
the Company by notice to the other may designate additional or different
addresses for subsequent notices or communications.


 


(d)  Successors
and Assigns.  This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each
of the parties, including, without the need for an express assignment or any
consent by the Company or subsequent Holders of Securities and/or New
Securities.  The Company hereby agrees to
extend the benefits of this Agreement to any Holder of Securities and/or New
Securities and any such Holder may specifically enforce the provisions of this
Agreement as if an original party hereto.


 


(e)  Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.


 


(f)  Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(g)  Governing
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS THEREOF).


 


18





















 


(h)  Severability.  In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.


 


(i)  Securities Held by the Company, etc.  Whenever the consent or approval of Holders
of a specified percentage of principal amount of Securities or New Securities
is required hereunder, Securities or New Securities, as applicable, held by the
Company or its Affiliates (other than subsequent Holders of Securities or New
Securities if such subsequent Holders are deemed to be Affiliates solely by
reason of their holdings of such Securities or New Securities) shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage.


 


19





















 


Please confirm
that the foregoing correctly sets forth the agreement between the Company and
you.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  LEVEL 3 COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas C. Stortz

  	
   

  
	
   

  	
  Name: Thomas C. Stortz

  
	
   

  	
  Title: Executive Vice President,

  
	
   

  	
  Chief Legal Officer & Secretary

  



 


 


The foregoing Agreement is


hereby confirmed and accepted


as of the date first above written


 


THE BANK OF NEW YORK


as Trustee under the Indenture


dated January 13, 2006, between


Level 3 Communications, Inc. and


The Bank of New York, as Trustee


 


	
  By:

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  
	
  By:

  	
  /s/ Stacey B. Poindexter

  	
   

  
	
   

  	
  Name: Stacey B. Poindexter

  
	
   

  	
  Title: Assistant Vice President

  
				



 


20





















 


ANNEX A


 


Each
broker-dealer that receives New Securities for its own account pursuant to the
Registered Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities.  The Letter of Transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.  This Prospectus, as it
may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of New Securities received in exchange
for Securities where such New Securities were acquired by such broker-dealer as
a result of market-making activities or other trading activities.  The Company has agreed that, starting on the
date hereof (the “Expiration Date”) and ending on the close of business on the
day that is 180 days following the Expiration Date, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale.  See “Plan of Distribution.”


 


1





















 


ANNEX B


 


Each
broker-dealer that receives New Securities for its own account in exchange for
Securities, where such Securities were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such New Securities.  See “Plan of
Distribution.”


 


1





















 


ANNEX C


 


PLAN
OF DISTRIBUTION


 


Each
broker-dealer that receives New Securities for its own account pursuant to the
Registered Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Securities.  The Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired as a result of market-making activities or other
trading activities.  The Company has
agreed that, starting on the Expiration Date and ending on the close of
business on the day that is 180 days following the Expiration Date, it will
make this Prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale.  In addition, until
            , 2006,
all dealers effecting transactions in the Exchange Securities may be required
to deliver a prospectus. */


 


The Company
will not receive any proceeds from any sale of New Securities by
broker-dealers.  New Securities received
by broker-dealers for their own account pursuant to the Exchange Offer may be
sold from time to time in one or more transactions in the over-the-counter
market, in negotiated transactions, through the writing of options on the New
Securities or a combination of such methods of resale, at market prices
prevailing at the time of resale, at prices related to such prevailing market
prices or negotiated prices.  Any such
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from any
such broker-dealer and/or the purchasers of any such New Securities.  Any broker-dealer that resells New Securities
that were received by it for its own account pursuant to the Registered
Exchange Offer and any broker or dealer that participates in a distribution of
such New Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act and any profit of any such resale of New Securities and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act.  The Letter of Transmittal states that by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act.


 


For a period
of 180 days after the Expiration Date, the Company will promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal.  The Company has agreed to
pay all expenses incident to the Exchange Offer (other than 


 










  */          In
addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer Prospectus.


 


1





















 


the expenses
of counsel for the holders of the Securities) other than commissions or
concessions of any brokers or dealers and will indemnify the holders of the
Securities (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act.


 


[If
applicable, add information required by Regulation S-K Items 507 and/or 508.]


 


2





















 


ANNEX D


Rider A


 


	
  o

  	
   

  	
  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE
  10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
  AMENDMENTS OR SUPPLEMENTS THERETO.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:
                                                                                                                         

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:                                                                                                                     

  
	
   

  	
   

  	
   

  	
                                                                                               

  



 


Rider B


 


If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
New Securities.  If the undersigned is a
broker-dealer that will receive New Securities for its own account in exchange
for Securities that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such New Securities; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit
that it is an “underwriter” within the meaning of the Securities Act.