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  Exhibit 10.1    
    


 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT  


        This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this "Amendment") is dated as of
December 16, 2006, by and among by and among Level 3 Communications, Inc., a Delaware corporation (the "Company"), and each of the
investors named in the signature pages hereto (each, an "Investor" and collectively, the "Investors"). 


W I T N E S S E T H:  


        WHEREAS, the Company and Fairfax Financial Holdings Limited ("Fairfax"), Southeastern
Asset Management, Inc., Chou Associates Management Inc. ("Chou"), Steelhead Navigator Master, L.P., Davis Selected
Advisers, L.P. ("Davis"), Markel Corporation ("Markel"), Mary E. West, Gary L.
West, Walter Scott, Jr., Walter Scott, Jr. Charitable Remainder Annuity Trust, Suzanne and Walter Scott Charitable Remainder Unitrust, WS Charitable Remainder Unitrust (II), 2002 Robert Edward Julian
Irrevocable Descendant's Trust, Carole Lee Julian Revocable Trust, Robert and Carole Julian Charitable Foundation, Julian Properties LP and Robert E. Julian (collectively, the
"Original Investors") entered into that certain Securities Purchase Agreement, dated as of November 17, 2008 (the
"Agreement"); 


        WHEREAS,
prior to the date hereof, pursuant to Section 8.9 of the Agreement, Fairfax, an Original Investor, assigned, in the aggregate, all of its right, title, benefit,
privileges and interest in and to, and all of its burdens, obligations and liabilities in connection with, its agreement to purchase $100,062,000 aggregate principal amount of the Notes pursuant to
the Agreement as an Original Investor thereunder, to Odyssey America Reinsurance Corporation, United States Fir Insurance Corporation, Fairfax (Barbados) International Corp and Falcon Insurance
Company (Hong Kong) Ltd.; 


        WHEREAS,
prior to the date hereof, pursuant to Section 8.9 of the Agreement, Chou, an Original Investor, assigned, in the aggregate, all of its right, title, benefit, privileges
and interest in and to, and all of its burdens, obligations and liabilities in connection with, its agreement to purchase $50,000,000 aggregate principal amount of the Notes pursuant to the Agreement
as an Original Investor thereunder, to Chou Bond Fund, Chou Asia Fund, Chou Associates Fund, Chou Europe Fund and Chou RRSP Fund; 


        WHEREAS,
prior to the date hereof, pursuant to Section 8.9 of the Agreement, Davis, an Original Investor, assigned, in the aggregate, all of its right, title, benefit, privileges
and interest in and to, and all of its burdens, obligations and liabilities in connection with, its agreement to purchase $40,000,000 aggregate principal amount of the Notes pursuant to the Agreement
as an Original Investor thereunder, to Davis New York Venture Fund, Inc., Selected American Shares, Inc., Davis Value Portfolio and Fundamental Value Trust; 



        WHEREAS,
prior to the date hereof, pursuant to Section 8.9 of the Agreement, Markel, an Original Investor, assigned all of its right, title, benefit, privileges and interest in
and to, and all of its burdens, obligations and liabilities in connection with, its agreement to purchase $25,000,000 aggregate principal amount of the Notes pursuant to the Agreement as an Original
Investor thereunder, to Evanston Insurance Company; and 


        WHEREAS,
pursuant to Section 8.11 of the Agreement, the parties hereto now desire to amend the Agreement as provided herein. 



        NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows: 


        1.    Defined Terms.    Capitalized terms that are not defined in this Amendment have the respective meanings set
forth in the Agreement. 







 

        2.    Amendments to Agreement.    The Agreement is hereby amended as follows: 


        (a)   Paragraph (f)
of Section 6.2 is deleted in its entirety and replaced with the following: 



        "(f)  The
Company shall have accepted for payment at least $162,000,000 aggregate principal amount of the Company's 2.875% Convertible Senior Notes due 2010 and at least
$173,000,000 aggregate principal amount of the Company's 6% Convertible Subordinated Notes due 2010 in the Tender Offers for such notes." 




        (b)   Paragraph (f)
of Section 6.3 is deleted in its entirety and replaced with the following: 



        "(f)  The
Company shall have accepted for payment at least $162,000,000 aggregate principal amount of the Company's 2.875% Convertible Senior Notes due 2010 and at least
$173,000,000 aggregate principal amount of the Company's 6% Convertible Subordinated Notes due 2010 in the Tender Offers for such notes." 




        2.    Severability.    Should any part or provision of this Amendment be held unenforceable or in conflict with the
applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original business
purpose of such part or provision in a valid and enforceable manner, and the remainder of this Amendment shall remain binding upon the parties hereto. 


        3.    Governing Law.    This Amendment shall be governed by, and construed in accordance with, the laws of the State
of New York, without giving effect to conflict of law principles thereof. 



        4.    Counterparts.    This Amendment may be signed in one or more counterparts, each of which shall be an original,
but all of which together shall constitute one instrument 


        5.    Continued Effectiveness.    It is the express intention of the parties hereto to ratify and reaffirm the terms
and conditions of the Agreement, as amended pursuant to the terms of this Amendment. Except as expressly amended hereby, the Agreement shall remain unmodified and in full force and effect. In the
event of any inconsistency between the provisions of the Agreement and the provisions of this Amendment, the provisions of this Amendment shall prevail. 


[The remainder of the page is intentionally left blank.] 


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        IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Securities Purchase Agreement on the date first written above. 



							
	 
	 	LEVEL 3 COMMUNICATIONS, INC.
	 
	 	 By:
	 	  /s/ Thomas C. Stortz

	 	 	 	 	 
	 
	 	 	 	Name:	 	Thomas C. Stortz
	 
	 	 	 	Title:	 	Executive Vice President, Chief Legal Officer and Secretary





[signature
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	 	ODYSSEY AMERICA REINSURANCE CORPORATION, by its investment manager, Hamblin Watsa Investment Counsel Ltd.
	 
	 	 By:
	 	  /s/ Paul Rivett

	 	 	 	 	 
	 
	 	 	 	Name:	 	Paul Rivett
	 
	 	 	 	Title:	 	Vice President and Chief Operating Officer





[signature
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	 	UNITED STATES FIRE INSURANCE CORPORATION, by its investment manager, Hamblin Watsa Investment Counsel Ltd.
	 
	 	 By:
	 	  /s/ Paul Rivett

	 	 	 	 	 
	 
	 	 	 	Name:	 	Paul Rivett
	 
	 	 	 	Title:	 	Vice President and Chief Operating Officer





[signature
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	 	FAIRFAX (BARBADOS) INTERNATIONAL CORP, by its investment manager, Hamblin Watsa Investment Counsel Ltd.
	 
	 	 By:
	 	  /s/ Paul Rivett

	 	 	 	 	 
	 
	 	 	 	Name:	 	Paul Rivett
	 
	 	 	 	Title:	 	Vice President and Chief Operating Officer





[signature
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	 	FALCON INSURANCE COMPANY (HONG KONG) LTD., by its investment manager, Hamblin Watsa Investment Counsel Ltd.
	 
	 	 By:
	 	  /s/ Paul Rivett

	 	 	 	 	 
	 
	 	 	 	Name:	 	Paul Rivett
	 
	 	 	 	Title:	 	Vice President and Chief Operating Officer





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	 	SOUTHEASTERN ASSET MANAGEMENT, INC., on behalf of certain institutional clients
	 
	 	 By:
	 	  /s/ Andrew R. McCarroll

	 	 	 	 	 
	 
	 	 	 	Name:	 	Andrew R. McCarroll
	 
	 	 	 	Title:	 	Vice President and General Counsel





[signature
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	 	EVANSTON INSURANCE COMPANY
	 
	 	 By:
	 	  /s/ D. Michael Jones

	 	 	 	 	 
	 
	 	 	 	Name:	 	D. Michael Jones
	 
	 	 	 	Title:	 	Assistant Secretary





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	 	DAVIS NEW YORK VENTURE FUND, INC.
	 
	 	 By:
	 	  /s/ Christopher Davis

	 	 	 	 	 
	 
	 	 	 	Name:	 	Christopher Davis
	 
	 	 	 	Title:	 	Authorized Signatory





[signature
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	 	SELECTED AMERICAN SHARES, INC.
	 
	 	 By:
	 	  /s/ Christopher Davis

	 	 	 	 	 
	 
	 	 	 	Name:	 	Christopher Davis
	 
	 	 	 	Title:	 	Authorized Signatory





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	 	DAVIS VALUE PORTFOLIO
	 
	 	 By:
	 	  /s/ Christopher Davis

	 	 	 	 	 
	 
	 	 	 	Name:	 	Christopher Davis
	 
	 	 	 	Title:	 	Authorized Signatory





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	 	FUNDAMENTAL VALUE TRUST
	 
	 	 By:
	 	  /s/ Christopher Davis

	 	 	 	 	 
	 
	 	 	 	Name:	 	Christopher Davis
	 
	 	 	 	Title:	 	Authorized Signatory





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	 	CHOU BOND FUND
	 
	 	 By:
	 	  /s/ Francis Chou

	 	 	 	 	 
	 
	 	 	 	Name:	 	Francis Chou
	 
	 	 	 	Title:	 	Chief Executive Officer





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	 	CHOU ASIA FUND
	 
	 	 By:
	 	  /s/ Francis Chou

	 	 	 	 	 
	 
	 	 	 	Name:	 	Francis Chou
	 
	 	 	 	Title:	 	Chief Executive Officer





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	 	CHOU ASSOCIATES FUND
	 
	 	 By:
	 	  /s/ Francis Chou

	 	 	 	 	 
	 
	 	 	 	Name:	 	Francis Chou
	 
	 	 	 	Title:	 	Chief Executive Officer





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	 	CHOU EUROPE FUND
	 
	 	 By:
	 	  /s/ Francis Chou

	 	 	 	 	 
	 
	 	 	 	Name:	 	Francis Chou
	 
	 	 	 	Title:	 	Chief Executive Officer





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	 	CHOU RRSP FUND
	 
	 	 By:
	 	  /s/ Francis Chou

	 	 	 	 	 
	 
	 	 	 	Name:	 	Francis Chou
	 
	 	 	 	Title:	 	Chief Executive Officer





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	 	STEELHEAD NAVIGATOR MASTER, L.P.
	 
	 	 By:
	 	  Steelhead Partners, LLC, its investment manager

	 
	 	 By:
	 	  /s/ Carol Lokey

	 	 	 	 	 
	 
	 	 	 	Name:	 	Carol Lokey
	 
	 	 	 	Title:	 	Chief Financial Officer





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	 	 	 	/s/ Gary L. West
	 	 	 	 	 
	 
	 	 	 	Gary L. West





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	 	 	 	/s/ Mary E. West
	 	 	 	 	 
	 
	 	 	 	Mary E. West





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	 	WALTER SCOTT, JR. CHARITABLE REMAINDER ANNUITY TRUST
	 
	 	 By:
	 	  /s/ Walter Scott, Jr.

	 	 	 	 	 
	 
	 	 	 	Walter Scott, Jr., Trustee

Walter Scott, Jr. Charitable Remainder Annuity Trust

Dated December 19, 1990





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	 	SUZANNE AND WALTER SCOTT CHARITABLE REMAINDER UNITRUST
	 
	 	 By:
	 	  /s/ Walter Scott, Jr.

	 	 	 	 	 
	 
	 	 	 	Walter Scott, Jr., Trustee

Suzanne and Walter Scott Charitable Remainder Unitrust

Dated March 12, 1997





[signature
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	 	WS CHARITABLE REMAINDER UNITRUST (II)
	 
	 	 By:
	 	  /s/ Walter Scott, Jr.

	 	 	 	 	 
	 
	 	 	 	Walter Scott, Jr., Trustee

WS Charitable Remainder Unitrust (II)

Dated July 21, 1997





[signature
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	 	 	 	/s/ Walter Scott, Jr.
	 	 	 	 	 
	 
	 	 	 	Walter Scott, Jr.





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	 	2002 ROBERT EDWARD JULIAN IRREVOCABLE DESCENDANT'S TRUST
	 
	 	 By:
	 	  /s/ Carole L. Julian

	 	 	 	 	 
	 
	 	 	 	Carole L. Julian, Trustee





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	 	CAROLE LEE JULIAN REVOCABLE TRUST
	 
	 	 By:
	 	  /s/ Carole L. Julian

	 	 	 	 	 
	 
	 	 	 	Name:	 	 Carole L. Julian
	 
	 	 	 	Title:	 	Trustee





[signature
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	 	 	 	/s/ Robert E. Julian
	 	 	 	 	 
	 
	 	 	 	Robert E. Julian





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	 	JULIAN PROPERTIES LP
	 
	 	 By:
	 	  Julian Management Inc., its general partner

	 
	 	 By:
	 	  /s/ Robert E. Julian

	 	 	 	 	 
	 
	 	 	 	Name:	 	Robert E. Julian
	 
	 	 	 	Title:	 	President





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	 	ROBERT AND CAROLE JULIAN CHARITABLE FOUNDATION
	 
	 	 By:
	 	  /s/ Robert E. Julian

	 	 	 	 	 
	 
	 	 	 	Name:	 	Robert E. Julian
	 
	 	 	 	Title:	 	Director





[signature
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Exhibit 10.1