Exhibit 10.1
EXECUTION COPY
AMENDMENT AGREEMENT dated as of April 16, 2009 (this "Agreement"), to the Credit
Agreement dated as of March 13, 2007 (the "Original 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, 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 ORIGINAL CREDIT AGREEMENT OR THE RESTATED CREDIT
AGREEMENT (AS DEFINED BELOW), AS THE CONTEXT MAY REQUIRE.
PURSUANT TO SECTION 9.02(D) OF THE ORIGINAL CREDIT AGREEMENT, (A) THE ORIGINAL
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 TRANCHE B TERM LENDERS MAKE TRANCHE B TERM LOANS
TO THE BORROWER IN AN AGGREGATE PRINCIPAL AMOUNT OF $220,0000,000, THE NET
PROCEEDS OF WHICH, AS WELL AS ADDITIONAL FUNDS OF THE BORROWER, WILL BE ADVANCED
BY THE BORROWER TO LEVEL 3 LLC ON THE RESTATEMENT EFFECTIVE DATE (AS DEFINED
BELOW) IN AN AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF THE TRANCHE B
TERM LOANS ISSUED, AGAINST DELIVERY OF THE LOAN PROCEEDS NOTE (AS INCREASED BY
THE AMOUNT OF $220,000,000 TO EVIDENCE SUCH LOAN MADE BY THE BORROWER TO LEVEL 3
LLC ON THE RESTATEMENT EFFECTIVE DATE), AND (C) THE TRANCHE B TERM LENDERS ARE
WILLING TO BECOME PARTIES HERETO AND TO THE RESTATED CREDIT AGREEMENT, AND TO
EXTEND TRANCHE B TERM LOANS HAVING THE TERMS AND CONDITIONS PROVIDED FOR HEREIN
AND IN THE RESTATED CREDIT AGREEMENT.
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.
AMENDMENT AND RESTATEMENT OF THE ORIGINAL CREDIT AGREEMENT.
(A)
EFFECTIVE AS OF THE RESTATEMENT EFFECTIVE DATE, THE ORIGINAL CREDIT AGREEMENT
(EXCLUDING, EXCEPT AS EXPRESSLY SET FORTH HEREIN, ANY SCHEDULE OR EXHIBIT
THERETO, EACH OF WHICH SHALL REMAIN AS IN EFFECT IMMEDIATELY PRIOR TO THE
RESTATEMENT EFFECTIVE DATE) IS HEREBY AMENDED AND RESTATED TO BE IN THE FORM
ATTACHED AS ANNEX I
HERETO (THE ORIGINAL CREDIT AGREEMENT, AS SO AMENDED AND RESTATED, BEING
REFERRED TO AS THE "RESTATED CREDIT AGREEMENT").
(B)
EFFECTIVE AS OF THE RESTATEMENT EFFECTIVE DATE, SCHEDULE 2.01 TO THE
ORIGINAL CREDIT AGREEMENT IS HEREBY AMENDED TO INCLUDE THE INFORMATION ON
SCHEDULE 2.01(A) ATTACHED HERETO.
(C)
EFFECTIVE AS OF THE RESTATEMENT EFFECTIVE DATE,