Exhibit 10.1
FIRST AMENDMENT dated as of May 15, 2009 (this "Amendment"), to the Amended and
Restated Credit Agreement dated as of April 16, 2009 (the "Credit Agreement"),
among LEVEL 3 COMMUNICATIONS, INC. ("Level 3"), LEVEL 3 FINANCING, INC., as
Borrower (the "Borrower"), the LENDERS party thereto, MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, as Joint Lead Arranger and Joint Bookrunner, MORGAN
STANLEY & CO. INCORPORATED, as Joint Lead Arranger, Joint Bookrunner and
Syndication Agent, BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and
Sole Bookrunner for the Tranche B Term Loans, CITIGROUP GLOBAL MARKETS, INC.,
CREDIT SUISSE SECURITIES (USA) LLC and WACHOVIA BANK, N.A., as Co-Documentation
Agents, and MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent and
Collateral Agent.
CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASSIGNED TO THEM IN THE CREDIT AGREEMENT.
PURSUANT TO SECTION 9.02(D) OF THE CREDIT AGREEMENT, (A) THE CREDIT AGREEMENT
AND THE OTHER LOAN DOCUMENTS MAY BE AMENDED TO ESTABLISH, AMONG OTHER THINGS,
ONE OR MORE ADDITIONAL CLASSES OF TERM LOANS BY AN AGREEMENT IN WRITING ENTERED
INTO BY LEVEL 3, THE BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT
AND EACH PERSON (INCLUDING ANY LENDER) AGREEING TO MAKE SUCH ADDITIONAL TERM
LOANS, BUT WITHOUT THE CONSENT OF ANY OTHER LENDER, (B) THE BORROWER HAS
REQUESTED THAT THE ADDITIONAL TRANCHE B TERM LENDERS (AS DEFINED BELOW) MAKE AN
ADDITIONAL CLASS OF TERM LOANS, WHICH SHALL BE DEEMED TO BE ADDITIONAL TRANCHE B
TERM LOANS, AVAILABLE TO THE BORROWER IN AN AGGREGATE PRINCIPAL AMOUNT OF
$60,000,000 (SUCH NEW CLASS OF TERM LOANS BEING CALLED THE "ADDITIONAL TRANCHE B
TERM LOANS") ON THE TERMS PROVIDED FOR HEREIN, THE NET PROCEEDS OF WHICH,
TOGETHER WITH ADDITIONAL FUNDS OF THE BORROWER, WILL BE ADVANCED BY THE BORROWER
TO LEVEL 3 LLC ON THE AMENDMENT EFFECTIVE DATE (AS DEFINED BELOW) IN AN AMOUNT
EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF THE ADDITIONAL TRANCHE B TERM LOANS
ISSUED, AGAINST DELIVERY OF THE LOAN PROCEEDS NOTE (AS INCREASED BY THE AMOUNT
OF $60,000,000 TO EVIDENCE SUCH LOAN MADE BY THE BORROWER TO LEVEL 3 LLC ON THE
AMENDMENT EFFECTIVE DATE), AND (C) THE ADDITIONAL TRANCHE B TERM LENDERS ARE
WILLING TO BECOME PARTIES HERETO AND TO THE CREDIT AGREEMENT, AND TO EXTEND
ADDITIONAL TRANCHE B TERM LOANS HAVING THE TERMS AND CONDITIONS PROVIDED FOR
HEREIN.
Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.
ADDITIONAL TRANCHE B TERM LOANS.
(A)
SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN, EACH PERSON LISTED ON SCHEDULE 2.01(A) ATTACHED
HERETO
(OTHER THAN ANY SUCH PERSON THAT HAS CEASED TO BE A PARTY HERETO AND TO THE
CREDIT AGREEMENT PURSUANT TO AN ASSIGNMENT AND ASSUMPTION IN ACCORDANCE WITH
SECTION 9.04 OF THE CREDIT AGREEMENT, AN "ADDITIONAL TRANCHE B TERM LENDER")
AGREES TO MAKE AN ADDITIONAL TRANCHE B TERM LOAN TO THE BORROWER ON THE
AMENDMENT EFFECTIVE DATE