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Press Release -- November 4th, 2011
Source: Level 3 Communications
Tags: Exchange, Expansion, Video

Level 3 Financing Announces $550 Million Tranche B III Term Loan

BROOMFIELD, Colo.,Nov. 4, 2011/PRNewswire/ --Level 3 Communications, Inc.(NYSE:LVLT, news, filings) announced that its wholly owned subsidiary, Level 3Financing, Inc., has received commitments from lenders to increase the borrowings under its existing senior secured credit facility through the creation of a new $550 million Tranche B III Term Loan.

The net proceeds to Level 3 Financing along with cash on hand will be used to refinance the $280 million Tranche B Term Loan that is outstanding under the existing senior secured credit facility and the$274 million aggregate principal amount outstanding ofLevel 3 Communications, Inc.'s 3.5% Convertible Senior Notes due 2012, in both cases including fees, premiums and other expenses. Pro forma for this transaction, the balance under the senior secured credit facility will be$2.6 billion.

Level 3 Financing will amend and restate its existing senior secured credit facility to include a new $550 millionTranche B III Term Loan, which will mature on September 1, 2018. Interest on the Tranche B III Term Loan will be equal toLIBORplus 4.25 percent, withLIBORset at a minimum of 1.50 percent. The Tranche B III Term Loan was priced at 95 percent of par. Closing and funding are expected to take place on or aboutNovember 10, 2011, subject to customary closing conditions.

BofA Merrill LynchandCitigroup Global Markets Inc.are Joint Lead Arrangers and Joint Bookrunning Managers and Morgan Stanley Senior Funding, Inc., Deutsche Bank Securities Inc., and Wells Fargo Securities, LLCand Credit Suisse are acting as Joint Bookrunning Managers for the Tranche B III Term Loan.Willkie Farr&Gallagher LLP is acting as counsel to Level 3 andCravath Swaine & Moore LLPis acting as counsel to the Joint Lead Arrangers.

For more information, visit www.level3.com.

About Level 3 Communications

Level 3 Communications, Inc.(NYSE: LVLT) is a premier international provider of IP-based communications services to enterprise, content, government and wholesale customers. Over its reliable, scalable and secure network, Level 3 delivers integrated IP solutions, including converged, data, voice, video and managed solutions to help enable customers' growth and efficiency. Level 3 operates a unique global services platform anchored by owned fiber networks on three continents in more than 45 countries, connected by extensive undersea facilities. For more information, visit www.level3.com.

©Level 3 Communications, LLC.  All Rights Reserved.  Level 3,Level 3 Communicationsand the Level 3 Communications Logo  are either registered service marks or service marks ofLevel 3 Communications, LLC and/or one of its Affiliates inthe United Statesand/or other countries.  Level 3 services are provided by wholly owned subsidiaries ofLevel 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 company's ability to successfully integrate the Global Crossing acquisition, 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 future 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.

Contact Information
Media: Investors:
Francie Bauer Valerie Finberg
720-888-5434 720-888-2501
francie.bauer@level3.com valerie.finberg@level3.com

SOURCELevel 3 Communications, Inc.

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