Level 3 Signs Agreement Relating to the Conversion of $127,962,000 of 15% Convertible Senior Notes due 2013

BROOMFIELD, Colo., July 7, 2011 /PRNewswire/ — Level 3 Communications, Inc. (NYSE:LVLT, news, filings) today announced that pursuant to a conversion agreement, Fairfax Financial Holdings Limited and certain of its affiliates and certain other investors have agreed to convert a total of $127,962,000 in aggregate principal amount of Level 3’s 15% Convertible Senior Notes due 2013. Upon conversion, Level 3 will issue an aggregate of approximately 71 million shares of Level 3’s common stock, representing the approximately 555.5556 shares per $1,000 note into which the notes are currently convertible. Level 3 will also pay an aggregate of $28,791,450 in cash, equivalent to $225 per $1,000 note, representing interest that would be due from conversion through maturity date. The shares of common stock to be issued under this agreement are exempt from registration pursuant to Section 3(a)(9) under the Securities Exchange Act of 1933, as amended.

Following this conversion of notes, $272,038,000 aggregate principal amount of the 15% Convertible Senior Notes due 2013 will remain outstanding. The 15% Convertible Senior Notes due 2013 are not callable prior to maturity in June 2013.

“This transaction is positive for our company as it helps us delever,” said Sunit S. Patel, chief financial officer of Level 3.

About Level 3 Communications

Level 3 Communications, Inc. (NASDAQ:LVLT) is a leading international provider of fiber-based communications services. Enterprise, content, wholesale and government customers rely on Level 3 to deliver services with an industry-leading combination of scalability and value over an end-to-end fiber network. Level 3 offers a portfolio of metro and long-haul services, including transport, data, Internet, content delivery and voice. For more information, visit www.Level3.com.

© Level 3 Communications, LLC.  All Rights Reserved.  Level 3, Level 3 Communications and the Level 3 Communications Logo  are either registered service marks or service marks of Level 3 Communications, LLC and/or one of its Affiliates in the United States and/or other countries.  Level 3 services are provided by wholly owned subsidiaries of Level 3 Communications, Inc.  Any other service names, product names, company names or logos included herein are the trademarks or service marks of their respective owners.

Forward-Looking Statement

Some of the statements made in this press release are forward looking in nature. These statements are based on management’s current expectations or beliefs. These forward looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside Level 3’s control, which could cause actual events to differ materially from those expressed or implied by the statements. The most important factors that could prevent Level 3 from achieving its stated goals include, but are not limited to:  the current uncertainty in the global financial markets and the global economy; a discontinuation of the development and expansion of the Internet as a communications medium and marketplace for the distribution and consumption of data and video; and disruptions in the financial markets that could affect Level 3’s ability to obtain additional financing.  Additional factors include, but are not limited to, the company’s ability to:  increase and maintain the volume of traffic on its network; develop effective business support systems; manage system and network failures or disruptions; develop new services that meet customer demands and generate acceptable margins; defend intellectual property and proprietary rights; adapt to rapid technological changes that lead to further competition; attract and retain qualified management and other personnel; successfully integrate acquisitions; and meet all of the terms and conditions of debt obligations. Additional information concerning these and other important factors can be found within Level 3’s filings with the Securities and Exchange Commission. Statements in this press release should be evaluated in light of these important factors. Level 3 is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

SOURCE Level 3 Communications, Inc.

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