By-laws of Broadwing Corporation



 Exhibit 4.8 
 BY-LAWS 
 OF 
 BROADWING CORPORATION 
 ARTICLE I. 
 OFFICES 
 SECTION 1.1. REGISTERED OFFICE AND AGENT. The registered office of
Level 3 Services, Inc. (the “Corporation”) is at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and its registered agent at such address is CORPORATION SERVICE COMPANY. 
 SECTION 1.2. OTHER OFFICES. The Corporation may have other offices from time to time as the directors may designate or as the business may require.

 ARTICLE II. 
 STOCKHOLDERS 
 SECTION 2.1. ANNUAL MEETINGS. The annual meeting of stockholders shall be held at such place, date, and time
as is designated by the Board of Directors. At this meeting, directors shall be elected and any other proper business may be transacted. 
 SECTION 2.2. SPECIAL MEETINGS. Special meetings of the stockholders of the Corporation may be called for any purpose or purposes by the Chairman of the Board, the President, the Chief Executive Officer or by a majority of the directors.
Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice of the meeting. 
 SECTION
2.3. PLACE OF MEETINGS. Meetings of stockholders shall be held at such place, either within or without the State of Delaware, as shall be designated by those calling the meeting. 
 SECTION 2.4. NOTICES OF MEETINGS. A written notice shall be given to each stockholder entitled to vote at the meeting not less than 10 nor more than 60
days before each annual or special meeting. The notice shall state the place, date, and hour of the meeting. The notice of a special meeting shall state the purposes for which the meeting has been called. Written notices may be given by either
personal delivery or mail. If mailed, notice is given when deposited in the United States mail, postage prepaid directed to the stockholder at his address as it appears on the records of the Corporation. No notice is required to be given to a
stockholder to whom notices of two consecutive annual meetings (and any other written notice sent between those meetings) have been mailed addressed to that person at his address as shown on the corporate records and have been returned
undeliverable. 
 SECTION 2.5. WAIVER OF NOTICE. A written waiver, signed by a stockholder, whether before or after an annual or special
meeting, shall be equivalent to the giving of such notice. Attendance by a stockholder, without objection to the notice, whether in 







 person or by proxy, at an annual or special meeting shall constitute waiver of notice of such meeting. 
 SECTION 2.6. VOTING LIST. At least ten days before each stockholders’ meeting, the Secretary shall prepare a complete list of stockholders entitled
to vote at such meeting. Arranged in alphabetical order, the list shall show the name, address, and number of shares of each stockholder entitled to vote. For at least 10 days before the meeting, the list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business hours, at (1) the meeting place, or (2) at another place within the city of the meeting which shall be specified in the notice of the meeting. The list shall
also be available at the meeting for inspection by any stockholder present. 
 SECTION 2.7. RECORD DATE. The Board of Directors may fix a
record date to determine which stockholders are entitled to: (a) notice of a stockholders’ meeting; (b) vote at a stockholders’ meeting; (c) receive payment for a dividend; (d) receive a distribution or allotment of
rights; (e) exercise any rights in respect of any change, conversion, or exchange of stock; or (f) notice for the purpose of any other lawful action. The record date shall not be less than 10 nor more than 60 days before any such action. A
determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 SECTION 2.8. PROXIES. Each stockholder eligible to vote may authorize another person or persons to act for him by proxy. No proxy shall be
valid after three years from its date, unless the proxy provides for a longer period. 
 SECTION 2.9. VOTING RIGHTS. Unless otherwise
provided in the Certificate of Incorporation, each stockholder eligible to vote shall have one vote for each share of capital stock held by such stockholder. 
 SECTION 2.10. QUORUM AND REQUIRED VOTE. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders. Unless otherwise required by the
Certificate of Incorporation or by statute, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. However, if less
than a quorum but more than one-third of all shares eligible to vote is present at a scheduled meeting, a majority of the shares present may adjourn the scheduled meeting. 
 SECTION 2.11. ADJOURNED MEETINGS. No new notice is required if the time and place of the adjourned meeting is announced at the meeting at which the
adjournment is taken and if the adjournment is for not more than 30 days. At an adjourned meeting, the stockholders may transact any business which might have been transacted at the original meeting. 
 SECTION 2.12. INTENTIONALLY OMITTED. 
  


			
	 
	  	









 SECTION 2.13. CONDUCT OF MEETINGS. 
 (a) The Chief Executive Officer of the Corporation shall preside at each meeting of the stockholders. In the absence of the Chief Executive Officer, the
meeting shall be chaired by any other officer of the Corporation in accordance with the following order: Chairman of the Board, President, any Executive Vice President, any Senior Vice President and any Vice President. In the absence of any of such
officers, the meeting shall be chaired by a person chosen by a majority in interest of the stockholders present in person or represented by proxy and entitled to vote thereat, who shall act as chairman. The Secretary or in his or her absence an
Assistant Secretary or a person whom the chairman of the meeting shall appoint shall act as secretary of the meeting and keep a record of the proceedings thereof. 
 (b) The Board of Directors shall be entitled to make such rules or regulations for the conduct of meeting of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of
the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of the chairman, are necessary, appropriate or convenient
for the proper conduct of the meeting including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation
in such meeting to stockholders of record of the Corporation and their duly authorized and constituted proxies, and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement
thereof, limitations an the time allotted to questions or comment by participants and regulation of the opening and closing of the ballot. Unless, and to the extent, determined by the Board of Directors or the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance with rules of parliamentary procedure. 
 ARTICLE III. 
 DIRECTORS 
 SECTION 3.1. GENERAL
POWERS. The business and affairs of this Corporation shall be managed by its Board of Directors. 
 SECTION 3.2. NUMBER AND QUALIFICATIONS.
The Board of Directors shall fix, by resolution from time to time, the number of directors which shall constitute the whole Board of Directors; provided, however, that such number shall be no fewer than one and no more than fifteen. Directors need
not be stockholders. 
 SECTION 3.3. ELECTION AND TERM. The directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 3.4, and each director elected shall hold office until his successor is elected and qualified. 
 SECTION 3.4.
VACANCIES. Vacancies, however resulting, and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less then a quorum, or by a sole
remaining director. Any director elected to fill such a vacancy or newly created directorship shall hold office until his successor is elected and qualified. 
  







 SECTION 3.5. REMOVAL. Subject to any rights of the holders of any series of Preferred Stock to elect
additional directors under specified circumstances, any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least sixty-six and two-thirds
percent (66 2/3%) of the outstanding stock entitled to vote thereon. 
 SECTION 3.6. ANNUAL MEETINGS. The Board of Directors may provide by
resolution for the time and place of annual meetings of the Board of Directors, without notice other than such resolution. 
 SECTION 3.7.
REGULAR MEETINGS. The Board of Directors may provide by resolution for the time and place of regular meetings of the Board of Directors, without notice other than such resolution. 
 SECTION 3.8. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be called by the Chairman of the Board or the President. The person
calling the meeting may fix the specific time and place of the meeting. 
 SECTION 3.9. NOTICE OF MEETING. Notice of any special meeting of
the Board of Directors shall be given to each director at his business or residence in writing or by telegram or by telephone communication or by facsimile transmission. If mailed, such notice shall be deemed adequately delivered when deposited in
the United States mails so addressed, with postage thereon prepaid, at least five days before such meeting. If by telegram, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company at least twenty-four
hours before such meeting. If by telephone, the notice shall be given at least twelve hours prior to the time set for the meeting. If by facsimile transmission, the notice shall be deemed adequately delivered if transmitted at least twenty-four
hours before such meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these By-laws as provided
under Article IX hereof. A meeting of the Board of Directors may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in writing, either before or after such meeting. 
 SECTION 3.10. WAIVER OF NOTICE. A written waiver, signed by the director, whether before or after the meeting of the Board of Directors, shall be
equivalent to the giving of such notice. Attendance by a director, without objection to the notice, at a meeting of the Board of Directors shall constitute waiver of notice of such meeting. 
 SECTION 3.11. TELEPHONE PARTICIPATION. Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar
communications equipment if all persons participating in the meeting can hear each other. Participation in a meeting of this kind shall constitute presence in person at the meeting. 
 SECTION 3.12. QUORUM AND VOTING. A majority of the whole Board of Directors shall constitute a quorum for the transaction of business. The vote of the
majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of 







 
Directors unless the vote of a greater number is required by statute, the Certificate of Incorporation, or these By-laws. 
 SECTION 3.13. ACTION WITHOUT A MEETING. Any action that may be taken at a meeting of the directors may be taken without a meeting if a consent in
writing, setting forth the action taken, is signed by all directors. 
 SECTION 3.14. COMPENSATION. By resolution of the Board of Directors,
a director may be paid a fixed sum, and any expenses, for attendance at a meeting of the Board of Directors. No such payment shall preclude a director from receiving compensation for serving the Corporation in any other capacity. 
 ARTICLE IV. 
 BOARD COMMITTEES

 SECTION 4.1. FORMATION OF COMMITTEES. The Board of Directors by resolution may create committees, each consisting of two or more
directors, which committees shall hold office for such time and have such powers and perform such duties as may from time to time be assigned to them by the Board of Directors. 
 SECTION 4.2. LIMITATIONS ON POWERS. Limitations on the powers of committees of the Board of Directors shall be governed by Section 141(c)(2) of the
Delaware General Corporation Law. In addition, no committee shall act contrary to a fundamental policy or method of conducting the business of the Corporation. No committee shall have the specific powers conferred upon any other committee by these
By-laws. 
 SECTION 4.3. GENERAL. Any committee member may be removed by the Board of Directors at any time without cause. The Board of
Directors may designate a chairman of a committee. The following provisions of the By-laws, which are applicable to the Board of Directors, shall also govern each Board of Directors committee: Section 3.4 (vacancies), Section 3.10 (waiver
of notice), Section 3.11 (telephone participation), Section 3.12 (quorum and voting), and Section 3.13 (action without a meeting). Each committee may adopt its own rules of procedure and such rules may govern the call, time, place,
and notice of meetings. Each committee may keep appropriate minutes of such proceedings and shall report all significant actions at regular meetings of the Board of Directors. 
 ARTICLE V. 
 OFFICERS 
 SECTION 5.1. NUMBER. The officers of the Corporation shall include a President and a Secretary. The Board of Directors may elect additional officers and
appoint agents as it determines necessary. Any two or more offices may be held by the same person, except the offices of President and Secretary. The Board of Directors in its discretion may also elect one or more Chairman of the Board. 

 







 SECTION 5.2. ELECTION AND QUALIFICATION. The President and Secretary shall be elected at the annual
meeting of the Board of Directors. Other officers may be elected by the Board of Directors from time to time. 
 SECTION 5.3. TERM. Each
officer shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. 
 SECTION 5.4. REMOVAL. Any officer elected by the Board of Directors may be removed by a majority of the members of the whole Board of Directors whenever,
in their judgment, the best interest of the Corporation would be served thereby. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his
successor, his death, his resignation or his removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan. 
 SECTION 5.5. VACANCY. Any vacancy in any office from any cause may be filled for the unexpired portion of the term by the Board of Directors. 

SECTION 5.6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be a director and shall preside at all meetings of the Board of Directors at which
he shall be present, and shall have such power and perform such duties as may from time to time be assigned to him by the Board of Directors. 
 SECTION 5.7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall, when present, preside at all meetings of the stockholders, and, in the absence of the Chairman of the Board, or upon motion of the Board of Directors, at meetings of
the Board of Directors. He shall have power to call special meetings of the stockholders, of the Board of Directors or of the Executive Committee at any time. He shall be the chief executive officer of the Corporation, and shall have the general
direction of the business, affairs and property of the Corporation, and of its several officers and shall have and exercise all such powers and discharge such duties as usually pertain thereto. 
 SECTION 5.8. PRESIDENT. The President shall be the chief operating officer of the Corporation and shall have and exercise all such powers and discharge
such duties as usually pertain to the office of President. In the absence of the Chief Executive Officer, the Chairman of the Board, the President, when present, will preside at all meetings of the stockholders, and, in the absence of the Chairman
of the Board, and the Chief Executive Officer, at meetings of the Board of Directors. He shall have power to call special meetings of the stockholders, of the Board of Directors or of the Executive Committee at any time. 
 SECTION 5.9. VICE-PRESIDENTS. The Vice-Presidents, if any, or any of them, shall, subject to the direction of the Board of Directors, at the request of
the Chief Executive Officer of the President or in his absence, or in case of his inability to perform his duties from any cause, perform the duties of the President, and, when so acting, shall have all the powers of, and be subject to all
restrictions upon, the President. The Vice-Presidents shall also 







 
perform such other duties as may be assigned to them by the Board of Directors, and the Board of Directors may determine the order of priority among them.

 SECTION 5.10. SECRETARY. The Secretary shall perform such duties as are incident to the office of Secretary, or as may from time to time
be assigned to him by the Board of Directors, or as are prescribed by these By-laws. 
 SECTION 5.11. TREASURER. The Treasurer shall perform
such duties and have powers as are usually incident to the office of Treasurer or which may be assigned to him by the Board of Directors. 
 SECTION 5.12. COMPENSATION. The compensation of all officers shall be fixed by the Board of Directors. An officer who is also a director may be compensated in both capacities. 
 SECTION 5.13. BONDING. Any officer, agent or employee of the Corporation, if so required by the Board of Directors, shall be bonded for the faithful
performance of his duties, with such penalties, conditions and security as the Board of Directors may require. 
 ARTICLE VI.

 STOCK 
 SECTION 6.1.
STOCK CERTIFICATES. The directors shall determine the form of certificates which represent ownership of shares of the Corporation. Each certificate shall contain the holder’s name and the number of shares issued. Each certificate shall be
signed by the President or any Vice President and the Secretary or the Assistant Secretary. Each certificate shall be impressed with the corporate seal. Each certificate shall be consecutively numbered. The name and address of the person to whom the
shares are issued, with the number of shares and date of issue, shall be entered in the stock ledger of the Corporation. 
 SECTION 6.2.
TRANSFER OF STOCK. Transfers of shares shall be made only on the stock transfer books of the Corporation. On surrender to the Corporation of a stock certificate properly endorsed by the holder of record or accompanied by a proper evidence of
authority to transfer, a new certificate shall be issued to the person entitled. However, the requirements of any applicable stock transfer restriction agreement must also be satisfied. The old certificate shall be canceled and the transaction
recorded in the stock ledger. 
 SECTION 6.3. LOST CERTIFICATES. The Corporation shall issue a new stock certificate in place of a
certificate previously issued, if the holder: (a) claims by affidavit that the certificate has been lost, destroyed, or stolen; and (b) gives the Corporation a bond or other indemnity as the directors determine appropriate. 
 SECTION 6.4. REGISTERED STOCKHOLDERS. The person in whose name shares are registered in the Corporation’s stock ledger shall be deemed by the
Corporation to be the owner of those shares for all purposes. The Corporation shall not be required to recognize any equitable or other claim or interest in such shares by any other person, whether or not it has actual or other notice of such claim.

  







 ARTICLE VII. 
 MISCELLANEOUS 
 SECTION 7.1. SEAL. The corporate seal shall contain the name of the Corporation as
well as the words “Corporate Seal” and “Delaware”. 
 SECTION 7.2. FISCAL YEAR. The fiscal year of the Corporation shall
be determined by resolution of the Board of Directors. 
 SECTION 7.3. CONTRACTS, ETC. The directors shall determine by resolution which
persons shall be empowered to sign contracts, bids, proposals, certificates and other instruments of the Corporation. Such authority may be general or confined to specific instances. 
 SECTION 7.4. CHECKS, ETC. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate. 
 SECTION 7.5. DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, may be declared by the Board of Directors or a committee of the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in
property or in shares of the capital stock. 
 SECTION 7.6. RESERVES. Before payment of any dividend there may be set aside out of any funds
of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, determine proper as a reserve fund to meet contingencies, or for repairing or maintaining any property of the Corporation
or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may abolish any such reserve in the manner in which it was created. 
 SECTION 7.7. VOTING STOCK OF OTHER CORPORATIONS. Except as otherwise ordered by the Board of Directors, the Chairman of the Board or the President shall
have full power an behalf of the Corporation to attend and to act and to vote at any meeting of the stockholders of any other corporation of which the Corporation is a stockholder and to execute a proxy to any other person to represent the
Corporation at any such meeting. 
 ARTICLE VIII. 
 INDEMNIFICATION 
 SECTION 8.1. NON-DERIVATIVE SUITS. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending or complete action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action 
  







 
or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonable believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful. 
 SECTION
8.2. DERIVATIVE SUITS. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. 
 SECTION 8.3. EXTENT OF INDEMNIFICATION. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 8.1
or 8.2 above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. 
 SECTION 8.4. APPROVAL OF INDEMNIFICATION. Any indemnification under Section 8.1 or 8.2 above (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in
Section 8.1 or 8.2 above. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, (2) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (3) by the affirmative vote of the holders of 51% of the outstanding shares of Common Stock of the
Corporation. 
 SECTION 8.5. ADVANCES. Expenses (including attorneys’ fees) incurred in defending a civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such
amount, if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII. 
  









 SECTION 8.6. NON-EXCLUSIVITY. The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which any person seeking indemnification may be entitled under any By-law, agreement, vote of stockholders or disinterested director or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person. 
 SECTION 8.7. INSURANCE. The Corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of
this Section 8.7 or under the provisions of any applicable law or regulation. 
 ARTICLE IX. 
 AMENDMENTS 
 SECTION 9.1. These By-laws
may be repealed, altered, amended or rescinded and new by-laws may be adopted by the majority vote of the Board of Directors or by the affirmative vote of sixty-six and two-thirds percent (66-2/3%) of the outstanding stock entitled to vote
thereon. 
 Dated: December 19, 2006