Second Supplemental Indenture




	
	 Exhibit 4.6


  
  
  
  
 BROADWING
CORPORATION 
  
  
  
 3.125% CONVERTIBLE SENIOR DEBENTURES DUE 2026 
  
  
  
  

  
  
  
 SECOND SUPPLEMENTAL INDENTURE 
 Dated
as of January 3, 2007 
  
  
  

 

  
  
  
  
 The Bank of New York Trust Company, National Association, 
 as Trustee 
  
  
  
  

	
	 








 SECOND SUPPLEMENTAL INDENTURE 
 THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 3, 2007, by and among Broadwing
Corporation, a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors”), Level 3 Communications, Inc., a Delaware corporation (“Parent Guarantor”), Level 3 Colorado,
Inc., a Delaware corporation (“Sister Subsidiary”), and The Bank of New York Trust Company, National Association (as successor in interest to J.P. Morgan Trust Company, National Association), as Trustee (the
“Trustee”). 
 WHEREAS, the Company, the Guarantors and the Trustee executed an indenture, dated as of May 16, 2006, as
amended by a First Supplemental Indenture, dated as of January 3, 2007 (the “First Supplemental Indenture”), among the Company, the Guarantors, Parent Guarantor and the Trustee (as amended, the “Indenture”),
relating to the Company’s 3.125% Convertible Senior Debentures due 2026 (the “Debentures”); and 
 WHEREAS, pursuant to
an Agreement and Plan of Merger, dated as of October 16, 2006, as amended by an Amendment, dated as of November 21, 2006 (the “Merger Agreement”), among the Company, Parent Guarantor, Level 3 Services, Inc., a Delaware
corporation (which was formerly Level 3 Services, LLC, a Delaware limited liability company) (“Merger Sub”) and Sister Subsidiary, Merger Sub, concurrently with the effectiveness of the First Supplemental Indenture, merged with and
into the Company, with the Company continuing as the surviving corporation (the “Merger”); and 
 WHEREAS, pursuant to the
Merger Agreement, the Company, subsequent to the Merger and concurrently with the effectiveness of this Supplemental Indenture, is merging with and into Sister Subsidiary, with Sister Subsidiary continuing as the surviving corporation (the
“Subsequent Merger”); and 
 WHEREAS, upon the effectiveness of the Subsequent Merger, Sister Subsidiary is changing its
name to “Broadwing Corporation”; and 
 WHEREAS, as a result of the Subsequent Merger, the Company desires to execute and deliver
this Supplemental Indenture as required by Section 5.01 of the Indenture to provide for the assumption of all of the obligations of the Company under the Indenture and the Debentures; and 
 WHEREAS, the Company, Sister Subsidiary, the Guarantors and Parent Guarantor have requested that the Trustee execute and deliver this Supplemental
Indenture, and all things necessary to make this Supplemental Indenture a valid instrument in accordance with its terms and to make the Parent Guarantee provided for herein the valid obligation of the Parent Guarantor have been done, and the
execution and delivery of this Supplemental Indenture have been duly authorized in all respects; and 
 NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company, Sister 








 
Subsidiary, the Guarantors, Parent Guarantor and the Trustee for the benefit of each other and for the equal and ratable benefit of the Holders of the
Debentures agree as follows: 
 Article 1. 
 ASSUMPTION 
 Section 1.1. Assumption of Obligations. 
 Sister Subsidiary assumes all of the obligations of the Company under the Debentures, the Indenture and the Registration Rights Agreement, dated as of
May 16, 2006, by and among the Company and the Initial Purchasers named therein. Sister Subsidiary shall succeed to and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if
Sister Subsidiary had been named as the “the Company” in the Indenture. 
 Section 1.2. Representation. 
 The Company represents to the Trustee that, after giving effect to the Subsequent Merger, no Default or Event of Default exists. 
 Article II. 
 MISCELLANEOUS 
 Section 2.1. 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. 
 Section 2.2. 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 2.3. Headings. The article and section headings herein are for convenience only and shall not affect the construction hereof. 
 Section 2.4. Successors and Assigns. Any covenants and agreements in this Supplemental Indenture by the Company, the Guarantors, Parent Guarantor and the
Trustee shall bind their successors and assigns, whether so expressed or not. 
 Section 2.5. GOVERNING LAW. 
 THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE 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. 
  

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 Section 2.6. 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 2.7. Trustee. The Trustee accepts the modifications
to the Indenture effected by this Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals
herein contained, which shall be taken as the statements of the Company, 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 2.8. Definitions. Capitalized terms used but not defined herein
shall have the respective meanings ascribed to them in the Indenture. 
 Section 2.9. Effectiveness. The provisions of this Supplemental
Indenture shall be effective upon the effectiveness of the Subsequent Merger pursuant to the Merger Agreement. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be executed by
their duly authorized representative as of the date hereof. 
  
  
  

			
	BROADWING CORPORATION
		
	By:	 	/s/    Thomas C. Stortz        
		 	 Name: Thomas C. Stortz
 Title:   Executive Vice President

	
	 DORSAL NETWORKS, LLC
 UNITED CABLE
HOLDINGS, LLC
 CORVIS OPERATIONS, INC.
 CORVIS EQUIPMENT,
LLC
 CORVIS GOVERNMENT SOLUTIONS, INC.
 C III COMMUNICATIONS,
LLC
 BROADWING COMMUNICATIONS, LLC
 BROADWING COMMUNICATIONS REAL
ESTATE
 SERVICES, LLC
 BROADWING
COMMUNICATIONS CANADA, LLC
 BROADWING COMMUNICATIONS HOLDINGS, INC.
 BROADWING COMMUNICATIONS CORPORATION
 BROADWING FINANCIAL SERVICES, INC.

		
	By:	 	/s/    Thomas C. Stortz        
		 	 Name: Thomas C. Stortz
 Title:   Executive Vice President

	
	LEVEL 3 COMMUNICATIONS, INC.
		
	By:	 	/s/    Thomas C. Stortz      
		 	 Name: Thomas C. Stortz
 Title:   Executive Vice President



  

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	LEVEL 3 COLORADO, INC.
		
	By:	 	/s/ Thomas C. Stortz
		 	Name:	 	Thomas C. Stortz
		 	Title:	 	Executive Vice President


  
  

					
	THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, as trustee
		
	By:	 	/s/ Alma Marcella Burgess
		 	Name:	 	Alma Marcella Burgess
		 	Title:	 	Assistant Treasurer


  

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