Offering Proceeds Note Subordination Agreement, dated December 1, 2004



 Exhibit 10.5 
  
 OFFERING PROCEEDS NOTE SUBORDINATION AGREEMENT dated as of December 1, 2004 among LEVEL 3 COMMUNICATIONS, INC. (“Level
3”), LEVEL 3 FINANCING, INC. (the “Borrower”), LEVEL 3 COMMUNICATIONS, LLC (“Level 3 LLC”), each Restricted Subsidiary (as defined in the Credit Agreement described below) that becomes party hereto as
provided in Section 4.12 hereof (each such Subsidiary and Level 3 LLC individually, a “Subordinated Borrower”, and collectively, the “Subordinated Borrowers”), the BORROWER in its capacity as obligee of the Offering
Proceeds Note (as defined below), and each Subsidiary that becomes party hereto as provided in Section 4.13 hereof (each such Subsidiary, Level 3 and the BORROWER in its capacity as obligee of the Offering Proceeds Note individually, a
“Subordinated Lender”, and collectively, the “Subordinated Lenders”). 
  
 Reference is made to (a) the Credit Agreement dated as of December 1, 2004 (the “Credit Agreement”), among the Borrower, Level 3 the
Lenders party thereto and Merrill Lynch Capital Corporation, as Administrative Agent and Collateral Agent (in such capacity, the “Administrative Agent”), (b) the intercompany demand note dated October 1, 2003, in an initial
principal amount equal to $500,000,000, issued by Level 3 LLC to the Borrower, as it may be amended from time to time pursuant to Sections 301 and 1020 of the Indenture dated as of October 1, 2003, among Level 3, the Borrower and The Bank of New
York, as trustee (the “Offering Proceeds Note”), (c) the intercompany demand note dated the date hereof, in an initial principal amount equal to $730,000,000, issued by Level 3 LLC to the Borrower, as it may be amended from time to
time pursuant to Sections 9.02 and 6.11 of the Credit Agreement (such note, together with any additional loan proceeds note issued pursuant to Section 9.02 of the Credit Agreement the “Loan Proceeds Note”) and (d) the Subordination
Agreement, dated as of October 1, 2003, among the Borrower, Level 3 LLC and Level 3 (the “Existing Subordination Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in
the Credit Agreement. 
  
 Pursuant to Section 4.14 of the Existing
Subordination Agreement, the Borrower, Level 3 LLC, any other Subordinated Borrower and Level 3 may enter into an agreement which subordinates in any bankruptcy, liquidation or winding up proceeding the obligations of a Subordinated Borrower under
the Offering Proceeds Note and any guarantee thereof to such Subordinated Borrower’s obligations under a Qualified Credit Facility. 
  
 The Lenders have agreed to provide to the Borrower, upon the terms set forth in the Credit Agreement, a secured term loan (the “Term
Loan” and, together with any additional loan provided pursuant to Section 9.02 of the Credit Agreement, the “Loans”) to be guaranteed on a secured unsubordinated basis by Level 3. The obligation of the Lenders to provide
such Term Loan is conditioned on, among other things, the execution and delivery by Level 3, the Borrower and Level 3 LLC of a subordination agreement in the form hereof. In order to induce the Lenders to provide the Term Loan, the Borrower has
agreed that, pursuant 







 to the Collateral Agreement, it shall pledge all its rights, title and interest in, to and under the Loan Proceeds Note
to the Collateral Agent. Additionally, upon the incurrence of certain intercompany indebtedness (including, without limitation, any guarantee of the Offering Proceeds Note), the Credit Agreement requires Restricted Subsidiaries of Level 3 (other
than the Borrower) to guarantee the Loan Proceeds Note (each such guarantee, a “Loan Proceeds Note Guarantee”, and each such Restricted Subsidiary that provides such a guarantee, a “Loan Proceeds Note Guarantor”)
and to subordinate, in any bankruptcy, liquidation or winding up proceeding, their obligations with respect to such newly incurred indebtedness to their obligations with respect to their Loan Proceeds Note Guarantee. Loan Proceeds Note Guarantors
required to provide subordination with respect to intercompany indebtedness and the creditors on such indebtedness are required to become parties to this Subordination Agreement, if they are not yet parties. In order to induce the Lenders to provide
the Term Loan, Level 3, the Borrower and Level 3 LLC are willing to execute and deliver this Agreement. Accordingly, Level 3, the Borrower (in its capacity as a Subordinated Lender as obligee of the Offering Proceeds Note), and Level 3 LLC, as a
Subordinated Borrower, hereby agree as follows: 
  
 ARTICLE I

 Subordination 
  
 SECTION 1.1. Subordination. Each Subordinated Lender hereby agrees that all obligations in respect of any Indebtedness (including, without
limitation, the Offering Proceeds Note and any guarantee of the Offering Proceeds Note) owed to such Subordinated Lender by any Subordinated Borrower, including the payment of principal, premium (if any), interest, Guarantees or all other amounts
payable thereunder (including any payment by reason of subordination of any Indebtedness owed to such Subordinated Lender to any Indebtedness subordinated hereby) (the “Subordinated Obligations”), are subordinate and junior in right
of payment, to the extent and in the manner provided in this Article I, to the prior payment in full in cash of all obligations of such Subordinated Borrower in respect of the Loan Proceeds Note, including the payment of principal, premium (if any),
interest (including interest arising after the commencement of a bankruptcy or other proceeding, whether or not such a claim is permitted in such proceeding), Loan Proceeds Note Guarantees thereof or all other amounts payable thereunder (the
“Senior Obligations”). 
  
 SECTION 1.2.
Subordination in the Event of Dissolution or Insolvency of any Subordinated Borrower. Upon any distribution of the assets of any Subordinated Borrower in connection with its dissolution or insolvency or upon any dissolution, winding up,
liquidation or reorganization of any Subordinated Borrower, whether in bankruptcy, insolvency, reorganization, arrangement or receivership or similar proceedings, or upon any assignment for the benefit of creditors or any other marshaling of the
assets and liabilities of any Subordinated Borrower: 
  
 (a) the Borrower shall first be entitled to receive payment in full in cash of the Senior Obligations of such Subordinated Borrower in accordance with the terms of such Senior Obligations before any Subordinated Lender shall be entitled to
receive any 







 payment on account of the Subordinated Obligations (including any payment by reason of subordination of any Indebtedness
to any Subordinated Obligation) owed by such Subordinated Borrower to such Subordinated Lender, whether as principal, premium (if any), interest, pursuant to a Loan Proceeds Note Guarantee or otherwise; and 
  
 (b) any payment by, or distribution of the assets of, such
Subordinated Borrower of any kind or character (including any payment by reason of subordination of any Indebtedness to any Subordinated Obligation), whether in cash, property or securities, to which any Subordinated Lender would be entitled except
for the provisions of this Agreement shall be paid or delivered by the Person making such payment or distribution (whether a trustee in bankruptcy, a receiver, custodian or liquidating trustee or otherwise) directly to the Borrower to the extent
necessary to make payment in full in cash of all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Borrower in respect of the Senior Obligations. 
  
 In the event of any proceeding involving any Subordinated Borrower under any
bankruptcy, insolvency, reorganization, receivership or similar law, each Subordinated Lender agrees, until the indefeasible payment in full of all monetary Senior Obligations, not to ask, demand, sue for or take or receive from any Subordinated
Borrower in cash, securities or other property or by setoff, purchase or redemption (including, without limitation, from or by way of collateral), payment of all or any part of the Subordinated Obligations owed to such Subordinated Lender (other
than payments permitted pursuant to clause (b) above) and agrees that in connection with any proceeding involving any Subordinated Borrower under any bankruptcy, insolvency, reorganization, receivership or similar law (i) the Borrower is irrevocably
authorized and empowered (in its own name or in the name of such Subordinated Borrower or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution referred to in the preceding sentence and give
acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the applicable Subordinated Obligations and enforcing any security interest or other lien securing payment of such
Subordinated Obligations) as the Borrower may deem necessary or advisable for the exercise or enforcement of any of its rights or interests and (ii) each Subordinated Lender shall duly and promptly take such action as the Borrower may reasonably
request to (A) collect amounts in respect of the applicable Subordinated Obligations for the account of the Borrower and to file appropriate claims or proofs of claim in respect of such Subordinated Obligations, (B) execute and deliver to the
Borrower such irrevocable powers of attorney, assignments or other instruments as the Borrower may reasonably request in order to enable the Borrower to enforce any and all claims with respect to, and any security interests and other liens securing
payment of, the applicable Subordinated Obligations and (C) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the applicable Subordinated Obligations. A copy of this Agreement may
be filed with any court as evidence of the Borrower’s right, power and authority hereunder. 







 SECTION 1.3. Certain Payments Held in Trust. In the event that any payment by, or distribution of
the assets of, any Subordinated Borrower of any kind or character (including any payment by reason of subordination of any Indebtedness to any Subordinated Obligations), whether in cash, property or securities, and whether directly or otherwise,
shall be received by or on behalf of any Subordinated Lender at a time when such payment is prohibited by this Agreement, such payment or distribution shall be held in trust for the benefit of, and shall be paid over to, the Borrower to the extent
necessary to make payment in full in cash of all Senior Obligations remaining unpaid, after giving effect to any concurrent payment or distribution to the Borrower in respect of such Senior Obligations. 
  
 SECTION 1.4. Subrogation. Subject to the prior indefeasible payment in
full in cash of the Senior Obligations, each Subordinated Lender shall be subrogated to the rights of the Borrower to receive payments or distributions in cash, property or securities of each applicable Subordinated Borrower in respect of the Senior
Obligations until all amounts owing on the applicable Subordinated Obligations shall be paid in full, and as between and among a Subordinated Borrower, its creditors (other than the Borrower) and the applicable Subordinated Lender, no such payment
or distribution made to the Borrower by virtue of this Agreement that otherwise would have been made to such Subordinated Lender shall be deemed to be a payment by such Subordinated Borrower on account of such Subordinated Obligations, it being
understood that the provisions of this Agreement are intended solely for the purpose of defining the relative rights of the Subordinated Lenders, on the one hand, and the Borrower, on the other hand. 
  
 ARTICLE II 
 Other Matters Regarding the Subordinated Obligations 
  
 SECTION 2.1. Other Creditors. Except in the limited circumstances set forth in Article I, nothing contained in this Agreement is intended to or
shall impair, as between and among a Subordinated Borrower, its creditors and any Subordinated Lender, the obligations of such Subordinated Borrower to pay to such Subordinated Lender the Subordinated Obligations of such Subordinated Borrower as and
when the same shall become payable in accordance with the terms thereof, or affect the relative rights of such Subordinated Lender and the other creditors of such Subordinated Borrower. 
  
 SECTION 2.2. Proofs of Claims. In the event of any dissolution, winding up, liquidation or reorganization of any
Subordinated Borrower, whether in bankruptcy, insolvency, reorganization, arrangement or receivership proceedings or otherwise, or any assignment for the benefit of creditors or any other marshaling of the assets and liabilities of any Subordinated
Borrower, each Subordinated Lender agrees to file proofs of claim for the Subordinated Obligations owed to it upon demand of the Borrower, in default of which the Borrower or an authorized representative of the Borrower is hereby irrevocably
authorized so to file in order to effectuate the provisions hereof. This Section shall not be construed to permit any Subordinated Lender to retain any payment received by it in respect of a Subordinated Obligation (including any payment by reason
of subordination of any Indebtedness to any Subordinated Obligation) that such Subordinated Lender is not entitled to receive and retain under any other provision of this Agreement. 







 SECTION 2.3. Waivers. (a) Each Subordinated Lender waives the right to compel any assets or
property of any Subordinated Borrower or the assets or property of any Loan Proceeds Note Guarantor or any other Person to be applied in any particular order to discharge the Senior Obligations. Each Subordinated Lender expressly waives the right to
require the Borrower to proceed against any Subordinated Borrower, any Loan Proceeds Note Guarantor or any other Person, or to pursue any other remedy in the Borrower’s power which such Subordinated Lender cannot pursue and which would lighten
such Subordinated Lender’s burden, notwithstanding that the failure of the Borrower to do so may thereby prejudice such Subordinated Lender. Each Subordinated Lender agrees that it shall not be discharged, exonerated or have its obligations
hereunder to the Borrower reduced (i) by the Borrower’s delay in proceeding against or enforcing any remedy against any Subordinated Borrower, any Loan Proceeds Note Guarantor or any other Person; (ii) by the Borrower releasing any Subordinated
Borrower, any Loan Proceeds Note Guarantor or any other Person from all or any part of the Senior Obligations; or (iii) by the discharge of any Subordinated Borrower, any Loan Proceeds Note Guarantor or any other Person by operation of law or
otherwise, with or without the intervention or omission of the Borrower, in each case unless all Senior Obligations due to the Borrower have been indefeasibly paid in full in cash. The Borrower’s vote to accept or reject any plan of
reorganization relating to any Subordinated Borrower, any Loan Proceeds Note Guarantor or any other Person, or the Borrower’s receipt on account of all or part of the Senior Obligations of any cash, securities or other property distributed in
any bankruptcy, reorganization, or insolvency case, shall not discharge, exonerate, or reduce the obligations of any Subordinated Lender hereunder to the Borrower, in each case unless all Senior Obligations have been indefeasibly paid in full in
cash. 
  
 (b) Each Subordinated Lender waives all rights and
defenses arising out of an election of remedies by the Borrower, even though that election of remedies, including, without limitation, any nonjudicial foreclosure with respect to security for the Senior Obligations, has impaired the value of such
Subordinated Lender’s rights of subrogation, reimbursement, or contribution against any Subordinated Borrower, any Loan Proceeds Note Guarantor or any other Person. Each Subordinated Lender expressly waives any rights or defenses it may have by
reason of protection afforded to any Subordinated Borrower, any Loan Proceeds Note Guarantor or any other Person with respect to the Senior Obligations pursuant to any anti-deficiency laws or other laws of similar import which limit or discharge the
principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of real property or personal property collateral for the Senior Obligations, if any. 
  
 (c) Each Subordinated Lender agrees that, without the necessity of any reservation of rights against it, and without notice
to or further assent by it, any demand for payment of the Senior Obligations made by the Borrower may be rescinded in whole or in part by the Borrower, and any Senior Obligation may be continued, and the Senior 







 Obligations, or the liability of any Subordinated Borrower or any Loan Proceeds Note Guarantor or any other party upon or
for any part thereof, or any Guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released by the Borrower, in each
case without notice to or further assent by such Subordinated Lender, which will remain bound under this Agreement and without impairing, abridging, releasing or affecting the subordination and other agreements provided for herein. 
  
 (d) Each Subordinated Lender waives any and all notice of the creation,
renewal, extension or accrual of any of the Senior Obligations and notice of or proof of reliance by the Borrower upon this Agreement. The Senior Obligations, and any of them, shall be deemed conclusively to have been created, contracted or incurred
in reliance upon this Agreement, and all dealings between any Subordinated Borrower and the Borrower shall be deemed to have been consummated in reliance upon this Agreement. Each Subordinated Lender acknowledges and agrees that the Borrower has
relied upon the subordination and other agreements provided for herein in consenting to this Agreement. Each Subordinated Lender waives notice of or proof of reliance on this Agreement and protest, demand for payment and notice of default.

  
 SECTION 2.4. Legend. Any and all instruments or records
now or hereafter creating or evidencing the Subordinated Obligations, whether upon refunding, extension, renewal, refinancing, replacement or otherwise, shall contain the following legend: 
  
 “Notwithstanding anything contained herein to the
contrary, neither the principal of nor the interest on, nor any other amounts payable in respect of, the indebtedness created or evidenced by this instrument or record shall become due or be paid or payable, except to the extent permitted under the
Subordination Agreement dated December 1, 2004, among Level 3 Communications, Inc., [any additional Subordinated Lenders,] Level 3 Communications, LLC[, any additional Subordinated Borrowers] and Level 3 Financing, Inc., which Subordination
Agreement is incorporated herein with the same effect as if fully set forth herein.” 
  
 SECTION 2.5. Transfer of Subordinated Obligations. Each Subordinated Lender agrees that it will not sell, assign, transfer or otherwise dispose of all or any part of the Subordinated Obligations owed to it
unless the Person to whom such sale, assignment, transfer or disposition is made shall acknowledge in writing (delivered to the Borrower and the Purchasers) that it shall be bound by the terms of this Agreement to the same extent as such
Subordinated Lender, including the terms of this Section 2.5, as though it is a party hereto as of the date hereof. 
  
 SECTION 2.6. Obligations Hereunder Not Affected. (a) All rights and interests of the Borrower hereunder, and all agreements and obligations of each
Subordinated Lender hereunder, shall remain in full force and effect irrespective of: 
  
 (i) any lack of validity or enforceability of the Loan Proceeds Note, the Credit Agreement or any document contemplated thereby;








 (ii) any change in the time, manner or place of payment of, or in any other term of, all
or any of the Senior Obligations, or any other amendment or waiver of or consent to departure from the Loan Proceeds Note; 
  
 (iii) any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of, or consent to
departure from, any Loan Proceeds Note Guarantee; or 
  
 (iv) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Subordinated Borrower in respect of its Senior Obligations or of any Subordinated Lender in respect of this Agreement. 
  
 (b) This Agreement shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of the Senior Obligations or any part thereof is rescinded or must otherwise be returned by the Borrower upon the insolvency, bankruptcy or reorganization of any Subordinated Borrower or otherwise, all as
though such payment had not been made. 
  
 ARTICLE III 

Representations and Warranties of the Subordinated Lenders 
  
 Each Subordinated Lender represents and warrants to the Borrower that: 
  
 (a) It is duly organized, validly existing and in good standing under the
laws of the jurisdiction in which it is organized. 
  
 (b) The
execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby are within its powers, have been duly authorized by all necessary action on its part, require no action by or in respect of, or
filing with, any court or governmental or regulatory body or agency (other than such as have been duly taken or made) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its certificate of
incorporation or by-laws (or other organizational documents, as applicable) or of any material agreement, judgment, injunction, order, decree or other instrument binding upon it or any of its subsidiaries. 
  
 (c) This Agreement constitutes a valid and binding agreement of such
Subordinated Lender, enforceable against such Subordinated Lender in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and equitable principles of general
applicability. 







 ARTICLE IV 
 Miscellaneous 
  
 SECTION
4.1. Notices. All communications and notices hereunder shall be in writing and shall be mailed or delivered and sent by fax and confirmed at 1025 Eldorado Boulevard, Broomfield, Colorado 80021, attention: General Counsel (Telecopy No.
720-888-5127; Telephone Confirm 720-888-2505), with a copy in like manner to Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center, North Tower, New York, New York, 10080 (Telecopy No. 212-449-9435). 
  
 SECTION 4.2. Successors and Assigns. Whenever in this Agreement any of
the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party. All representations, warranties, promises and agreements by or on behalf of each Subordinated Lender and each Subordinated
Borrower that are contained in this Agreement shall bind its successors and assigns and inure to the benefit of the Borrower and the successors and assigns of the Borrower. Each Subordinated Lender and each Subordinated Borrower agrees that it shall
not assign or delegate any of its obligations under this Agreement without the prior written consent of the Borrower, and any attempted assignment or delegation without such consent shall be void and of no effect. 
  
 SECTION 4.3. Governing Law; Jurisdiction; Consent to Service of
Process. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS 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. 
  
 (b) Each
Subordinated Lender hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Borrower may otherwise
have to bring any action or proceeding relating to this Agreement against any Subordinated Lender or its properties in the courts of any jurisdiction. 
  
 (c) Each Subordinated Lender hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising 







 out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 
  
 (d) Each Subordinated Lender hereby irrevocably consents to service of process in the manner provided for notices in Section
4.1 hereto. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 
  
 SECTION 4.4. Waivers; Amendment. No failure or delay of the Borrower in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power by the Borrower preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Borrower hereunder and instruments
creating or securing its respective Senior Obligations are cumulative and are not exclusive of any other rights or remedies provided by law. Neither this Agreement nor any provision hereof may be waived, amended or modified except in accordance with
Section 6.11 of the Credit Agreement pursuant to an agreement or agreements in writing entered into by the Borrower, each Subordinated Lender and each Subordinated Borrower intended to be bound thereby. 
  
 SECTION 4.5. Waiver of Claims. (a) To the maximum extent permitted by
law, each Subordinated Lender waives any claim it might have against the Borrower with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Borrower
or its directors, officers, employees, agents or affiliates with respect to any exercise of rights or remedies under the Loan Proceeds Note. Neither the Borrower nor any of its respective directors, officers, employees, agents or affiliates shall be
liable for failure to demand, collect or realize upon any Loan Proceeds Note Guarantee or for any delay in doing so or shall be under any obligation to take any other action whatsoever with regard to the Loan Proceeds Note or any part thereof.

  
 (b) Each Subordinated Lender, for itself and on behalf of its
successors and assigns, hereby waives any and all now existing or hereafter arising rights it may have to require the Borrower to marshal assets for the benefit of such Subordinated Lender, or to otherwise direct the timing, order or manner of any
enforcement of the Loan Proceeds Note. The Borrower is under no duty or obligation, and each Subordinated Lender hereby waives any right it may have to compel the Borrower, to pursue any Loan Proceeds Note Guarantor or other Person who may be liable
for the Senior Obligations. 
  
 (c) Each Subordinated Lender
hereby waives and releases all rights which a guarantor or surety with respect to the Senior Obligations could exercise. 







 (d) Each Subordinated Lender hereby waives any duty on the part of the Borrower to disclose to it any
fact known or hereafter known by the Borrower relating to the operation or financial condition of any Subordinated Borrower or any Loan Proceeds Note Guarantor, or their respective businesses. Each Subordinated Lender enters into this Agreement
based solely upon its independent knowledge of the applicable Subordinated Borrower’s results of operations, financial condition and business and such Subordinated Lender assumes full responsibility for obtaining any further or future
information with respect to the applicable Subordinated Borrower or its results of operations, financial condition or business. 
  
 SECTION 4.6. Further Assurances. Each Subordinated Lender and each Subordinated Borrower, at its own expense and at any time from time to time,
upon the written request of the Borrower, will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Borrower reasonably may request for the purposes of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted. 
  
 SECTION 4.7. Provisions Define Relative Rights. This Agreement is intended solely for the purpose of defining the relative rights of the Borrower on the one hand and the Subordinated Lenders and the Subordinated Borrowers on the
other, and no other Person shall have any right, benefit or other interest under this Agreement. 
  
 SECTION 4.8. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
  
 SECTION 4.9. Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace any invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 







 SECTION 4.10. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which, when taken together, shall constitute but one instrument. 
  
 SECTION 4.11. Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and are not
to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 
  
 SECTION 4.12. Additional Subordinated Borrowers. Upon execution and delivery by, as applicable, any Subsidiary of Level 3 of an instrument in the
form of Annex I attached hereto or otherwise in a form acceptable to the Borrower, such Subsidiary of Level 3 shall become a Subordinated Borrower hereunder with the same force and effect as if originally named as a Subordinated Borrower herein. The
execution and delivery of any such instrument shall not require the consent of any other Subordinated Borrower hereunder. The rights and obligations of each Subordinated Borrower herein shall remain in full force and effect notwithstanding the
addition of any Subordinated Borrower as a party to this Agreement. 
  
 SECTION 4.13. Additional Subordinated Lenders. Upon execution and delivery by any Subsidiary of Level 3 of an instrument in the form of Annex II attached hereto or otherwise in a form acceptable to the Borrower, such Subsidiary of
Level 3 shall become a Subordinated Lender hereunder with the same force and effect as if originally named as a Subordinated Lender herein. The execution and delivery of any such instrument shall not require the consent of any other Subordinated
Lender hereunder. The rights and obligations of each Subordinated Lender herein shall remain in full force and effect notwithstanding the addition of any Subordinated Lender as a party to this Agreement. 







 IN WITNESS WHEREOF, Level 3, Level 3 LLC, as a Subordinated Borrower, the Borrower (in its capacity as a
Subordinated Lender as obligee of the Offering Proceeds Note) and the Borrower have caused this Agreement to be duly executed by their respective authorized representatives as of the day and year first above written. 
  

			
	LEVEL 3 COMMUNICATIONS, LLC,
		
	By	 	 /s/ Thomas C. Stortz


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


	Name:	 	Thomas C. Stortz
	Title:	 	Executive Vice President and
	 	 	Chief Legal Officer
	
	LEVEL 3 FINANCING, INC., in its capacity as a Subordinated Lender as obligee of the Offering Proceeds Note
		
	By	 	 /s/ Neil J. Eckstein


	Name:	 	Neil J. Eckstein
	Title:	 	Senior Vice President and
	 	 	Assistant General Counsel
	
	LEVEL 3 FINANCING, INC.,
		
	By	 	 /s/ Neil J. Eckstein


	Name:	 	Neil J. Eckstein
	Title:	 	Senior Vice President and Assistant General Counsel