NECESSARY CORPORATE OR OTHER
ACTION AND, IF REQUIRED, STOCKHOLDER OR MEMBER ACTION;
(B)
THIS AMENDMENT HAS BEEN DULY EXECUTED AND DELIVERED BY LEVEL 3, THE
BORROWER AND EACH OTHER LOAN PARTY AND CONSTITUTES, AND EACH OTHER LOAN DOCUMENT
TO WHICH ANY LOAN PARTY IS A PARTY CONSTITUTES, A LEGAL, VALID AND BINDING
OBLIGATION OF SUCH LOAN PARTY, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
2
SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL
PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY
OR AT LAW;
(C)
THE REPRESENTATIONS AND WARRANTIES OF (I) LEVEL 3 AND THE BORROWER
CONTAINED IN ARTICLE III OF THE CREDIT AGREEMENT AND (II) EACH LOAN PARTY
CONTAINED IN ANY OTHER LOAN DOCUMENT ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF THE DATE HEREOF, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES SPECIFICALLY REFER TO AN EARLIER DATE, IN WHICH
CASE THEY SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER
DATE, AND EXCEPT THAT (A) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
SECTION 3.04(A) OF THE CREDIT AGREEMENT SHALL BE DEEMED TO REFER TO THE MOST
RECENT FINANCIAL STATEMENTS FURNISHED PURSUANT TO SECTION 5.01(A) OF THE CREDIT
AGREEMENT AS OF THE DATE HEREOF, (B) REFERENCES IN SUCH REPRESENTATIONS AND
WARRANTIES AND THE DEFINITION OF "DISCLOSED MATTERS" TO THE "EFFECTIVE DATE"
SHALL BE DEEMED TO BE REFERENCES TO THE "AMENDMENT EFFECTIVE DATE",
(C) REFERENCES TO "JANUARY 1, 2007" AND "MARCH 12, 2007" IN THE DEFINITION OF
"DISCLOSED MATTERS" AND SECTION 3.04(C) SHALL BE DEEMED TO BE REFERENCES TO
"JANUARY 1, 2009" AND "MAY 15, 2009", RESPECTIVELY, (D) SECTION 3.06(A) SHALL BE
DEEMED TO INCLUDE THE FOLLOWING PHRASE IN THE PARENTHETICAL AFTER THE WORDS
"DISCLOSED MATTERS": "AND AS DISCLOSED ON SCHEDULE 3.06", WHICH REFERENCE SHALL
BE DEEMED TO BE A REFERENCE TO SCHEDULE 3.06 ATTACHED HERETO, AND (E) REFERENCES
IN SUCH REPRESENTATIONS AND WARRANTIES TO "SCHEDULE 3.12" AND "SCHEDULE 3.13"
SHALL BE DEEMED TO BE REFERENCES TO SCHEDULE 3.12 AND SCHEDULE 3.13,
RESPECTIVELY, ATTACHED HERETO; AND
(D)
NO DEFAULT HAS OCCURRED AND IS CONTINUING ON THE DATE HEREOF.
SECTION 5.
EFFECTIVENESS.
THIS AMENDMENT AND THE AMENDMENT OR AMENDMENT AND
RESTATEMENT OF CERTAIN SCHEDULES AND EXHIBITS TO THE CREDIT AGREEMENT AS SET
FORTH IN SECTION 1 HEREOF, AND THE OBLIGATIONS OF THE ADDITIONAL TRANCHE B TERM
LENDERS TO MAKE THE ADDITIONAL TRANCHE B TERM LOANS HEREUNDER, SHALL BECOME
EFFECTIVE ON THE FIRST DATE (THE "AMENDMENT EFFECTIVE DATE") ON WHICH EACH THE
FOLLOWING CONDITIONS SHALL HAVE BEEN SATISFIED (OR WAIVED IN ACCORDANCE WITH
SECTION 9.02 OF THE CREDIT AGREEMENT):
(A)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED FROM LEVEL 3,
THE BORROWER, EACH OTHER LOAN PARTY, THE ADMINISTRATIVE AGENT AND EACH
ADDITIONAL TRANCHE B TERM LENDER EITHER (I) COUNTERPARTS OF THIS AMENDMENT
SIGNED ON BEHALF OF EACH SUCH PARTY OR (II) WRITTEN EVIDENCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT (WHICH MAY INCLUDE A TELECOPY TRANSMISSION OF A SIGNED