ALL ATTACHMENTS CONTEMPLATED THEREBY, AND (II) THE
RESULTS OF A
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SEARCH OF THE UNIFORM COMMERCIAL CODE (OR EQUIVALENT) FILINGS MADE WITH RESPECT
TO THE LOAN PARTIES IN THE JURISDICTIONS REFERRED TO IN SCHEDULE 4.01(I) HERETO
AND COPIES OF THE FINANCING STATEMENTS (OR SIMILAR DOCUMENTS) DISCLOSED BY SUCH
SEARCH AND EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT THAT THE
LIENS INDICATED BY SUCH FINANCING STATEMENTS (OR SIMILAR DOCUMENTS) ARE
PERMITTED BY SECTION 6.05 OR HAVE BEEN RELEASED.
(J)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED EXECUTED COPIES OF EACH OF THE
LEVEL 3 LLC NOTES SUPPLEMENTAL INDENTURES,
(K)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED AN EXECUTED COPY OF THE
OMNIBUS OFFERING PROCEEDS NOTE SUBORDINATION AGREEMENT.
(L)
THE BORROWER SHALL HAVE OBTAINED RATINGS ON THE LOANS FROM EACH OF THE
RATING AGENCIES.
(M)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SATISFACTORY EVIDENCE THAT,
AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, THE BORROWER SHALL
HAVE REPAID THE EXISTING TERM LOANS, TOGETHER WITH ALL INTEREST ACCRUED THEREON
AND ALL OTHER AMOUNTS ACCRUED OR OWING UNDER THE EXISTING AMENDED AND RESTATED
CREDIT AGREEMENT, AND THAT ALL LIENS SECURING THE OBLIGATIONS UNDER THE EXISTING
AMENDED AND RESTATED CREDIT AGREEMENT SHALL HAVE BEEN RELEASED.
(N)
LEVEL 3 LLC SHALL HAVE EXECUTED AND DELIVERED TO THE AGENT THE LOAN
PROCEEDS NOTE COLLATERAL AGREEMENT AND SUCH OTHER DOCUMENTATION REASONABLY
SATISFACTORY TO LEVEL 3 AND THE COLLATERAL AGENT NECESSARY TO EVIDENCE THE
CREATION AND PERFECTION OF LIENS TO SECURE THE LOAN PROCEEDS NOTE TO THE EXTENT
REQUIRED BY SECTION 5.13(B).
The Administrative Agent notified Level 3, the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.
ARTICLE V
AFFIRMATIVE COVENANTS
Until the Commitments have expired or been terminated and the principal of and
interest on each Loan and all fees payable hereunder shall have been paid in
full, each of Level 3 and the Borrower covenants and agrees with the Lenders
that:
SECTION 5.01.
FINANCIAL STATEMENTS AND OTHER INFORMATION.
LEVEL 3 WILL FURNISH
TO THE ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS:
(A) WITHIN 120 DAYS AFTER THE END OF EACH FISCAL YEAR OF LEVEL 3, AN AUDITED
CONSOLIDATED BALANCE SHEET OF LEVEL 3 AND ITS SUBSIDIARIES AND RELATED
STATEMENTS OF OPERATIONS AND CASH FLOWS OF LEVEL 3 AND ITS SUBSIDIARIES AS OF
THE END OF AND
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FOR SUCH YEAR, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR
THE PREVIOUS FISCAL YEAR, ALL REPORTED ON BY KPMG LLP OR ANOTHER INDEPENDENT
PUBLIC ACCOUNTING FIRM OF RECOGNIZED NATIONAL STANDING (WITHOUT A "GOING
CONCERN" OR LIKE QUALIFICATION OR EXCEPTION AND WITHOUT ANY QUALIFICATION OR
EXCEPTION AS TO THE SCOPE OF SUCH AUDIT) TO THE EFFECT THAT SUCH CONSOLIDATED
FINANCIAL STATEMENTS PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OF LEVEL 3 AND ITS SUBSIDIARIES ON A
CONSOLIDATED BASIS IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED;
(B) WITHIN 60 DAYS AFTER THE END OF EACH FISCAL QUARTER OF LEVEL 3, AN UNAUDITED
CONSOLIDATED BALANCE SHEET OF