Supplemental Indenture, dated as of March 13, 2007



 Exhibit 4.7 
 LEVEL 3 COMMUNICATIONS, INC., 
 as Issuer, 
 and 
 THE BANK OF NEW YORK,

 as Trustee 
  

 Supplemental Indenture 
 Dated as of March 13, 2007 
  

 11.5% Senior Notes Due 2010 







 SUPPLEMENTAL INDENTURE 
 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). 
 WHEREAS, the Issuer and the Trustee have as of January 13, 2006 entered into an Indenture (the “Indenture”), providing for the issuance by
the Issuer from time to time of its 11.5% Senior Notes due 2010; 
 WHEREAS, Section 902 of the Indenture provides, among other things,
that the Issuer and the Trustee, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities, may enter into one or more supplemental indentures for the purpose of adding provisions to or changing or
eliminating certain of the provisions of the Indenture; 
 WHEREAS, the Issuer has received the written consents of the Holders of a majority
of the aggregate principal amount of the Outstanding Securities to amend the Indenture as provided herein and enter into this Supplemental Indenture; 
 WHEREAS, the Issuer represents that the consents of the Holders of a majority of the aggregate principal amount of the Outstanding Securities is sufficient to effect the amendments contained herein; 
 WHEREAS, the Issuer desires to enter into this Supplemental Indenture, and has duly authorized the execution and delivery of this Supplemental Indenture
to modify the Indenture; 
 WHEREAS, concurrent with the execution hereof, the Issuer has delivered to the Trustee an Officers’
Certificate and has caused its counsel to deliver to the Trustee an Opinion of Counsel; and 
 WHEREAS, all conditions and requirements of
the Indenture necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects
duly authorized by the parties hereto. 
 NOW, THEREFORE: 
 For and in consideration of the mutual premises and agreements herein contained, the Issuer and the Trustee covenant and agree, for the equal and proportionate benefit of all Holders of the Securities, as follows:

 ARTICLE I. 
 EFFECTIVENESS AND EFFECT 
 Section 1.1 Effectiveness and Effect. 
 This Supplemental Indenture shall take effect on the date hereof, provided, however, that the amendments provided for in Article Two hereof shall only
become operative if an aggregate principal amount of Securities exceeding $346,000,000 is accepted by the Issuer for payment on the Initial Payment Date (as defined in that certain Offer to Purchase and Consent Solicitation Statement of the Issuer,
dated February 20, 2007), and such amendments provided for in Article Two hereof shall have no force or effect prior to the operative time specified in this Section. Subject to the foregoing, the provisions set forth in this Supplemental
Indenture shall be deemed to be, and shall be construed as part of, the Indenture. All 








 
references to the Indenture in the Indenture or in any other agreement, document or instrument delivered in connection therewith or pursuant thereto shall be
deemed to refer to the Indenture as amended by this Supplemental Indenture. Except as amended hereby, the Indenture shall remain in full force and effect. 
 ARTICLE II. 
 AMENDMENT OF THE INDENTURE 
 Section 2.1 Deletion of Definitions and Related References 
 Section 101 of the Indenture is hereby amended to delete in their entirety all terms and their respective definitions for which all references are eliminated in the Indenture as a result of the amendments set
forth in Section 2.2 of this Supplemental Indenture. 
 Section 2.2 Amendments to Indenture. 
 The Indenture is hereby amended by deleting the following sections of the Indenture and all references thereto in the Indenture in their entirety and
replacing each such section with the term “INTENTIONALLY OMITTED”: 
 Section 1004 (Corporate Existence); 
 Section 1005 (Maintenance of Properties); 
 Section 1006 (Insurance); 
 Section 1007 (Reports); 
 Section 1008 (Statement by Officers as to Default); 
 Section 1010 (Limitation on Consolidated Debt); 
 Section 1011 (Limitation on Debt of Restricted
Subsidiaries); 
 Section 1012 (Limitation on Restricted Payments); 
 Section 1013 (Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries); 
 Section 1014 (Limitation on Liens); 
 Section 1015 (Limitation on Sale and Leaseback Transactions); 
 Section 1016 (Limitation on Asset Dispositions);

 Section 1017 (Limitation on Issuance and Sales of Capital Stock of Restricted Subsidiaries); 
 Section 1018 (Transactions with Affiliates); 
 Section 1019 (Limitation on Designations of Unrestricted Subsidiaries); 
 Section 501(4), (6) and (7) (Events of
Default); 
 Section 801(3) and (4) (Company May Consolidate, etc., Only on Certain Terms); and 
 Section 803(3) and (4) (Guarantor May Consolidate, etc., Only on Certain Terms). 
 ARTICLE III. 
 MISCELLANEOUS 
 Section 3.1 Counterparts. 
 This Supplemental
Indenture may be executed in counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. 
  

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 Section 3.2 Severability. 
 In the event that any provision in this Supplemental Indenture shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. 
 Section 3.3 Headings. 
 The article and section headings herein are for convenience only and shall not affect the construction hereof. 
 Section 3.4 Successors and Assigns. 
 Any covenants and agreements in this Supplemental Indenture by the Issuer and the
Trustee shall bind their successors and assigns, whether so expressed or not. 
 Section 3.5 Governing Law. 
 THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
 Section 3.6 Effect of Supplemental Indenture. 
 Except as amended by this Supplemental Indenture, the terms and
provisions of the Indenture shall remain in full force and effect. 
 Section 3.7 Trustee. 
 The Issuer hereby acknowledges and agrees to comply with its reporting obligations under the Trust Indenture Act of 1939. The Trustee assumes no
responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Issuer, and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution
or sufficiency of this Supplemental Indenture, and the Trustee makes no representation with respect thereto. 
 Section 3.8 Endorsement and Change of
Form of Securities. 
 Any Securities authenticated and delivered after the close of business on the date that this Supplemental Indenture
becomes effective may be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows: 
 “Effective
as of March 13, 2007, certain restrictive covenants of the Indenture and certain of the Events of Default have been eliminated, as provided in the Supplemental Indenture, dated as of March 13, 2007. Reference is hereby made to said
Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.” 
 Section 3.9
Definitions. 
 Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Indenture.

  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed by
their respective officers hereunto duly authorized, all as of the day and year first above written. 
  

			
	 LEVEL 3 COMMUNICATIONS, INC.

		
	 By:
	 	 /s/ Robin E. Grey

	 Name:
	 	Robin E. Grey
	 Title:
	 	Senior Vice President
	
	 THE BANK OF NEW YORK, as Trustee

		
	 By:
	 	 /s/ Stacey B. Poindexter

	 Name:
	 	Stacey B. Poindexter
	 Title:
	 	Assistant Vice President