Exhibit 10.2


 


THIS AMENDED AND RESTATED LOAN
PROCEEDS NOTE AMENDS AND RESTATES IN ITS ENTIRETY THE LOAN PROCEEDS NOTE, DATED
APRIL 16, 2009, ISSUED BY LEVEL 3 COMMUNICATIONS, LLC TO LEVEL 3 FINANCING,
INC. IN THE INITIAL PRINCIPAL AMOUNT OF $1,620,000,000.00.


 


AMENDED AND RESTATED


LOAN PROCEEDS NOTE


 


	
  PRINCIPAL SUM:

  	
  US$1,680,000,000.00

  
	
   

  	
   

  
	
  ISSUE DATE:

  	
  May 15, 2009

  
	
   

  	
   

  
	
  PAYEE:

  	
  Level 3 Financing, Inc., a Delaware corporation

  



 


Level 3 Communications, LLC, a limited
liability company organized under the laws of the State of Delaware (the “Payor”),
for value received, hereby promises to pay ON DEMAND to the order of the Payee
stated above, the Principal Sum stated above (or so much thereof as shall not
have been prepaid) and to pay interest (computed on the basis of a 360-day year
comprised of twelve 30-day months) on the unpaid principal hereof from the
Issue Date stated above, or from the most recent date to which interest has
been paid, at the rates payable by the Payee in respect of its $1,680,000,000
Tranche A Term Loans (as defined in the Credit Agreement (as defined below))
and Tranche B Term Loans (as defined in the Credit Agreement and, together with
the Tranche A Term Loans, the “Term Loans”) incurred under the Credit
Agreement dated March 13, 2007, as amended and restated by the Amendment
Agreement dated as of April 16, 2009, as amended by the First Amendment
dated as of May 15, 2009 (as amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among the Payee, Level 3
Communications, Inc., the Lenders party thereto and Merrill Lynch Capital
Corporation, as Administrative Agent and Collateral Agent, in cash in arrears
on each Interest Payment Date (as defined in the Credit Agreement), commencing
on such date when the first payment of interest is due or made on the Term
Loans, until such Principal Sum shall have been paid in full.  Payments of principal and interest shall be
made in US dollars and in immediately available funds at the appropriate
office of the Payee (as designated by the Payee to the Payor).  The Payee may demand payment of the unpaid
principal of this Note in whole or in part at any time.  In the event the Payee shall demand payment
in connection with a prepayment of the Term Loans which, pursuant to the Credit
Agreement, requires a prepayment premium, fee or breakage cost payment, the
Payor shall pay a premium, fee or breakage cost payment, as the case may be, on
the principal amount repaid in an amount equal to the amount of such premium,
fee or breakage cost payment under the Credit Agreement.


 


No failure or delay on the part of the Payee
in exercising any of its rights, powers or privileges hereunder shall operate
as a waiver thereof, nor shall a single or partial exercise thereof preclude
any other or further exercise of any right, power or privilege.  The remedies provided herein are cumulative
and are not exclusive of any remedies provided by law.


 

















 


Presentment and demand for payment, notice of
default, dishonor or nonpayment, protest and notice of protest and all other
demands and notices in connection with delivery, acceptance, performance or
enforcement of this Note are hereby waived by the Payor.


 


Neither the Payor nor other parties hereafter
becoming liable for payment of this Note shall ever be required to pay interest
on this Note at a rate in excess of the maximum interest that may be lawfully
charged under applicable law, and the provisions of this paragraph shall
control over all provisions of this Note which may be in apparent conflict
herewith.  In the event that the Payee
shall collect monies which are deemed to constitute interest which would
increase the effective interest rate on this Note to a rate in excess of that
permitted to be charged by applicable law, all such sums deemed to constitute interest
in excess of the lawful rate shall, upon such determination, at the option of
the Payee, be either immediately returned to the Payor or credited against the
principal balance of this Note then outstanding, in which event any and all
penalties of any kind under applicable law as a result of such excess interest
shall be inapplicable.


 


The Payee may assign this Note without the
consent of the Payor.  The Payor may not
assign any of its rights and obligations under this Note without the prior
written consent of the Payee.  Any
assignment made in violation of the foregoing prohibition shall be void.


 


This Note and the rights and obligations of
the Payee and Payor hereunder shall be governed by, and interpreted and
construed in accordance with, the laws of the State of New York, without
regard to conflicts of law principles thereof.


 


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IN WITNESS WHEREOF, the undersigned has
executed and delivered this Loan Proceeds Note as of the date first above
written.


 


	
   

  	
  LEVEL
  3 COMMUNICATIONS, LLC,

  
	
   

  	
   

  
	
   

  	
  by

  	
   

  
	
   

  	
  /s/
  Robin E. Grey

  
	
   

  	
  Name:

  	
  Robin
  Grey

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Treasurer

  



 


Agreed
and Accepted:


 


	
  LEVEL
  3 FINANCING, INC.,

  
	
   

  
	
   

  
	
   

  	
  /s/
  Robin E. Grey

  	
   

  
	
   

  	
  Name:

  	
  Robin
  Grey

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Treasurer

  
				



 


[SIGNATURE PAGE TO
AMENDED AND RESTATED LOAN PROCEEDS NOTE]