ANY WAY AFFECT ANY OF THE TERMS, CONDITIONS, OBLIGATIONS
(INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY GUARANTEE OBLIGATIONS AND INDEMNITY
OBLIGATIONS OF THE GUARANTORS), COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT, ALL OF WHICH ARE RATIFIED AND AFFIRMED IN
ALL RESPECTS AND SHALL CONTINUE IN FULL FORCE AND EFFECT.
NOTHING HEREIN SHALL
BE DEEMED TO ENTITLE ANY LOAN PARTY TO A CONSENT TO, OR A WAIVER, AMENDMENT,
MODIFICATION OR OTHER CHANGE OF, ANY OF THE TERMS, CONDITIONS, OBLIGATIONS,
COVENANTS OR AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN SIMILAR OR DIFFERENT CIRCUMSTANCES.
(B)
FROM AND AFTER THE AMENDMENT EFFECTIVE DATE, THE TERMS "AGREEMENT", "THIS
AGREEMENT", "HEREIN", "HEREINAFTER", "HERETO", "HEREOF" AND WORDS OF SIMILAR
IMPORT, AS USED IN THE CREDIT AGREEMENT, SHALL REFER TO THE CREDIT AGREEMENT AS
AMENDED BY THIS AMENDMENT, AND THE TERM "CREDIT AGREEMENT", AS USED IN ANY LOAN
DOCUMENT, SHALL MEAN THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT.
THIS
AMENDMENT SHALL CONSTITUTE A "LOAN DOCUMENT" FOR ALL PURPOSES OF THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(C)
THIS AMENDMENT SHALL NOT EXTINGUISH THE OBLIGATIONS FOR THE PAYMENT OF
MONEY OUTSTANDING UNDER THE CREDIT AGREEMENT OR DISCHARGE OR RELEASE ANY
GUARANTEE THEREOF.
NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS A
SUBSTITUTION OR NOVATION OF THE OBLIGATIONS OUTSTANDING UNDER THE CREDIT
AGREEMENT OR THE GUARANTEE AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND
EFFECT, EXCEPT AS MODIFIED HEREBY.
NOTHING EXPRESSED OR IMPLIED IN THIS
AMENDMENT OR ANY OTHER DOCUMENT CONTEMPLATED HEREBY SHALL BE CONSTRUED AS A
RELEASE OR OTHER DISCHARGE OF THE BORROWER UNDER THE CREDIT AGREEMENT OR ANY
LOAN PARTY UNDER ANY LOAN DOCUMENT FROM ANY OF ITS OBLIGATIONS AND LIABILITIES
THEREUNDER.
SECTION 7.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICTS OF LAWS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW.
SECTION 8.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN COUNTERPARTS (AND
BY DIFFERENT PARTIES HERETO ON DIFFERENT COUNTERPARTS), EACH OF WHICH SHALL
CONSTITUTE AN ORIGINAL, BUT ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE A
SINGLE CONTRACT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE OF
THIS AMENDMENT BY FACSIMILE OR OTHER ELECTRONIC MEANS SHALL BE EFFECTIVE AS
DELIVERY OF A MANUALLY EXECUTED COUNTERPART OF THIS AMENDMENT.
SECTION 9.
HEADINGS. THE HEADINGS OF THIS AMENDMENT ARE FOR PURPOSES OF
REFERENCE ONLY AND SHALL NOT LIMIT OR OTHERWISE AFFECT THE MEANING HEREOF.
[SIGNATURE PAGES FOLLOW.]
5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the date first above
written.
LEVEL 3 COMMUNICATIONS, INC.,
by
/s/ Robin E. Grey
Name:
Robin Grey
Title:
Senior Vice President & Treasurer
LEVEL 3 FINANCING, INC.,
by
/s/ Robin E. Grey
Name:
Robin Grey
Title:
Senior Vice President & Treasurer
BROADWING, LLC,
BROADWING COMMUNICATIONS, LLC,
BROADWING FINANCIAL SERVICES, INC.,
BTE EQUIPMENT,