Exhibit 10.2

EXECUTION VERSION

CONFIDENTIAL

April 10, 2011

Level 3 Communications, Inc.
Level 3 Financing, Inc.
1025 Eldorado Boulevard
Broomfield, Colorado 80021

Project Apollo
$650,000,000 Senior Secured Tranche B II Term Loan Facility
$1,100,000,000 Senior Unsecured Bridge Facility
Commitment Letter

Ladies and Gentlemen:

You have advised Bank of America, N.A. (“Bank of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), Citi (as defined below and, together with Bank of America, the “Initial Lenders”), Citigroup Global Markets Inc. (“CGMI” and, together with MLPFS, the “Lead Arrangers”; the Initial Lenders and the Lead Arrangers are collectively referred to as the “Commitment Parties”, “we” or “us”) that Level 3 Communications, Inc., a Delaware corporation (“Parent”), intends to enter into an agreement and plan of amalgamation (the “Acquisition Agreement”) among (i) Global Crossing Limited, an exempt company with limited liability organized under the laws of Bermuda (“Apollo”), (ii) Apollo Amalgamation Sub, Ltd., an exempt company with limited liability organized under the laws of Bermuda, and a newly formed direct subsidiary of Parent (“AcquireCo”), and (iii) Parent.  Pursuant to the Acquisition Agreement, AcquireCo and Apollo will amalgamate and continue as an exempt company with limited liability under the laws of Bermuda and thereafter will become a wholly owned direct or indirect subsidiary of Level 3 Financing, Inc., a Delaware corporation (the “Borrower” and, together with Parent, “you”) (the foregoing transactions are referred to herein as, the “Acquisition”).  As used herein, “Citi” means Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as Citi shall determine to be appropriate to provide the services contemplated herein.

You have also advised us that, to finance the Existing Apollo Debt Repayment and the costs and expenses relating to the Acquisition and the related transactions, the Borrower intends (a) to

obtain a senior secured term loan facility in an aggregate principal amount of not more than $650,000,000 having the terms set forth on Annex I hereto (the “Tranche B II Term Facility”) and (b) either (i) to issue senior unsecured notes in an aggregate principal amount of not more than $1,100,000,000 (the “Senior Notes”) in a registered public offering or a Rule 144A offering or other private placement or obtain the proceeds of debt or equity securities issued by Parent that are specified by the Borrower to you to be used to finance the Transactions (“Designated Other Securities”) or (ii) if and to the extent that the Borrower does not issue $1,100,000,000 in aggregate principal amount of the Senior Notes or Designated Other Securities on or prior to the Closing Date (as defined below), on such date borrow not more than $1,100,000,000, less the gross cash proceeds from the issuance of the Senior Notes and Designated Other Securities issued pursuant to clause (i) above, in aggregate principal amount of loans under a senior unsecured bridge facility having the terms set forth on Annex II (the “Bridge Facility”, and together with the Tranche B II Term Facility, the “Facilities”).  Capitalized terms used but not defined herein have the meanings assigned thereto in the Annexes hereto (such Annexes are collectively referred to as the “Term Sheets”; the term sheets and this letter, the “Commitment Letter”).  For purposes of this Commitment Letter, the term “Senior Notes” shall include an offering of debt securities by a subsidiary of Parent that is not the Borrower or a “restricted” subsidiary for purposes of Parent’s or the Borrower’s existing indebtedness, which subsidiary will be merged with and into, or which debt securities will be assumed by, the Borrower on the Closing Date.

1.             Commitments; Titles and Roles.

In connection with the foregoing, (a) Bank of America is pleased to advise you of its commitment to provide up to 50% of the entire principal amount of each of the Tranche B II Term Facility and the Bridge Facility and (b) Citi is pleased to advise you of its commitment to provide up to 50% of the entire principal amount of each of the Tranche B II Term Facility and the Bridge Facility, in each case on the terms and subject to the conditions set forth or referred to in this Commitment Letter.  The commitments of the Initial Lenders hereunder are several and not joint and shall be subject only to the conditions set forth in Section 5 below under the heading “Conditions Precedent”.

In addition, each of MLPFS and CGMI is pleased to advise you of its willingness to act, and you hereby appoint each of MLPFS and CGMI, as a joint lead arranger and joint bookrunning manager with respect to the Facilities, in each case on the terms and subject to the conditions set forth or referred to in this Commitment Letter.  You agree that no other agents, co-agents, arrangers or bookrunning managers will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid to any Lender (as defined below) in order to obtain its commitment to participate in the Facilities unless you and we shall so agree; provided that no later than seven business days after the date hereof, you may appoint up to three financial institutions (or any relevant affiliate) in consultation with the Lead Arrangers as additional joint lead arrangers and joint bookrunning managers and award such joint lead arrangers and joint bookrunning managers additional agent or co-agent titles in a manner determined by you in consultation with the Lead Arrangers (it being understood that, to the extent you appoint additional agents, co-agents, arrangers or bookrunning managers or confer other titles in respect of any or each of the Facilities, the commitments of the Initial Lenders in respect of the Facilities

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will be reduced by the amount of the commitments of such appointed entities (or their relevant affiliates), with such reduction allocated to reduce the commitments of the Initial Lenders at such time on a pro rata basis according to the respective amounts of their commitments, upon the execution by such financial institution (and any relevant affiliate) of customary joinder documentation and, thereafter, each such financial institution (and any relevant affiliate) shall constitute a “Commitment Party”, “Lead Arranger” and “Initial Lender” hereunder); provided further that (x) in no event will Bank of America’s and Citi’s commitments be less than (A) 70% of the entire principal amount of each of the Tranche B II Term Facility and the Bridge Facility if one financial institution (and any relevant affiliates) is appointed pursuant to the foregoing proviso or (B) 65% of the entire principal amount of each of the Tranche B II Term Facility and the Bridge Facility if more than one financial institution (and any relevant affiliates) is appointed pursuant to the foregoing proviso and (y) no other participating institution shall be entitled to a greater percentage of the aggregate economics than either of Bank of America or Citi.

The Initial Lenders shall retain exclusive control over all rights and obligations with respect to their respective commitments hereunder, including all rights with respect to consents, modification and amendments, until the consummation of the Acquisition on the Closing Date, in each case, unless you and we shall otherwise agree.  You agree that only MLPFS and CGMI will have “upper left” designation in any and all marketing materials or other documentation used in connection with the Facilities and MLPFS and CGMI will share management of the physical books for the syndication of the Bridge Facility.  You may at any time reduce all or a portion of the commitment for the Bridge Facility upon written notice to the Commitment Parties.

2.                                       Syndication.

Each of the Initial Lenders intends, and reserves the right, to syndicate all or a portion of its commitment hereunder with respect to any of the Facilities to one or more financial institutions that will become parties to the definitive documentation for such Facility pursuant to syndications to be managed by the Lead Arrangers (the financial institutions becoming parties to such definitive documentation being collectively referred to as the “Lenders”), and the Lead Arrangers intend to commence such syndication promptly after the date hereof.

It is understood and agreed that the Lead Arrangers will, in consultation with you, manage and control all aspects of the syndication of each Facility, including decisions as to the selection of prospective Lenders and any roles or titles offered to proposed Lenders, when commitments will be accepted and the final allocations of the commitments among the Lenders.  It is understood that no Lender participating in either Facility will receive compensation from you in order to obtain its commitment, except on the terms contained herein and in the applicable Term Sheet.  It is also understood and agreed that the amount and distribution of the fees among the Lenders will be at the sole discretion of the Lead Arrangers.

You agree to actively assist, and to use your commercially reasonable efforts to cause Apollo to actively assist, the Lead Arrangers in achieving a syndication of each Facility that is satisfactory to the Lead Arrangers.  Such assistance shall include (a) your providing, and causing your advisors to provide and using your commercially reasonable efforts to cause Apollo and its advisors to provide, the Lead Arrangers upon request with all information reasonably deemed

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necessary by the Lead Arrangers to complete the syndication, including information and evaluations prepared by or on behalf of you or Apollo relating to the Transactions, (b) your assistance, and causing your advisors to assist and using your commercially reasonable efforts to cause Apollo and its advisors to assist, in the preparation of a customary Confidential Information Memoranda and other customary marketing materials to be used in connection with the syndication, (c) your using commercially reasonable efforts to ensure that the syndication benefits materially from your and Apollo’s existing relationships with banks and other financial institutions and (d) your otherwise assisting the Lead Arrangers in their syndication efforts by making your officers and advisors, and using your commercially reasonable efforts to make the officers and advisors of Apollo, available from time to time to attend and make presentations regarding the business, operations, assets, liabilities, financial position, results of operations and prospects of you and Apollo, as appropriate, and the Transactions at one or more meetings of prospective Lenders.  You further agree (i) to meet after the date hereof with each of Moody’s Investor Services, Inc. (“Moody’s”) and Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation (“S&P”), in order to obtain their indications of (A) a public corporate family rating of Parent from Moody’s, (B) a public corporate credit rating of Parent from S&P and (C) a public credit rating for the Facilities from each of Moody’s and S&P, in each case after giving effect to the Transactions, and (ii) in any event, to use your commercially reasonable efforts to obtain each such rating no later than the earlier of (A) the date that is five months after the date hereof and (B) the date that is 30 days prior to the Closing Date.  Notwithstanding any provision herein to the contrary, neither completion of syndication nor receipt of ratings is a condition to providing the Facilities on the Closing Date.  Your obligations in respect of syndication of the Facilities shall terminate upon the earlier of (a) the date of Successful Syndication (as defined in the Fee Letter) and (b) the determination of the Lead Arrangers upon notice to you.

3.             Information Requirements.

You hereby represent and warrant that (a) all information, other than the Projections (as defined below), that has been or will be made available to us or any of the Lenders by or on behalf of you, Apollo or any of your or its subsidiaries in connection with any aspect of the Transactions (the “Information”) is or will be, when made available, complete and correct in all material respects and does not or will not, when made available, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances under which such statements are made (it being understood that the foregoing representation and warranty, insofar as it relates to Information concerning Apollo, is made to the best of your knowledge) and (b) all financial projections concerning you and Apollo that have been or will be made available to us or any of the Lenders by or on behalf of you or any of your subsidiaries (the “Projections”) have been or will be prepared in good faith based upon assumptions that are believed by you in good faith to be reasonable at the time made and at the time the related Projections are so made available (it being understood that the Projections by their nature are inherently uncertain, no assurances are being given that the results reflected in the Projections will be achieved, and actual results may differ from the Projections and that such differences may be material).  You agree that if at any time prior to the later of (i) the Closing Date and (ii) the termination of the syndication of the Facilities as determined by the Lead Arrangers and notified to you, you become aware that the representation and warranty in the immediately preceding sentence would not be true if the

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Information and Projections were being furnished and such representation and warranty were being made at such time, then you will promptly, as appropriate, supplement the Information and the Projections so that such representation or warranty would be true under those circumstances.  You understand that we, in arranging and syndicating the Facilities, will be using and relying on the Information and Projections without independent verification thereof.

You hereby acknowledge that (a) the Commitment Parties or any of them will make available Information and Projections (collectively, the “Borrower Materials”) to the prospective Lenders by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the prospective Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to you, Apollo, your or its subsidiaries or the securities of any of the foregoing for purposes of United States federal and state securities laws (“MNPI”)) (each, a “Public Lender”).  You hereby agree that (i) you will identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” (which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof), (ii) by marking any Borrower Materials “PUBLIC,” you shall be deemed to have authorized each Commitment Party and the prospective Lenders to treat such Borrower Materials as not containing any MNPI, it being understood that certain of such Borrower Materials may be subject to the confidentiality requirements set forth in the definitive credit documentation, (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor” and (iv) each Commitment Party shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable to be made available only on a portion of the Platform not designated “Public Investor”.  If the Lead Arrangers shall so request, you agree to assist (and to use commercially reasonable efforts to cause Apollo and its advisors to assist) in the preparation of an additional version of the Confidential Information Memoranda and other marketing materials to be used by Public Lenders that does not contain MNPI.  It is understood that, in connection with your assistance described above, at the request of the Lead Arrangers you will provide, and will cause all other applicable persons to provide, authorization letters to the Lead Arrangers authorizing the distribution of the Borrower Materials to prospective Lenders and containing a representation to the Lead Arrangers that any “PUBLIC” version thereof does not include MNPI.  You acknowledge and agree that the following documents may be distributed to Public Lenders: (A) drafts and final versions of the definitive documentation with respect to the Facilities, (B) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, allocations and funding and closing memoranda) and (C) term sheets and notification of changes in the terms of the Facilities.

4.             Fees and Indemnities.

As consideration for our commitments and agreements hereunder, you agree to pay the fees set forth in the Fee Letter dated as of the date hereof among the parties hereto (the “Fee Letter”).

You also agree to reimburse each initial Commitment Party from time to time on demand for all reasonable out-of-pocket fees and expenses (including due diligence expenses and the reasonable fees, disbursements and other charges of only one counsel (Cravath, Swaine & Moore LLP) to

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the initial Commitment Parties, and of any local or regulatory counsel retained by the Commitment Parties, but not any internal counsel, and in each case subject to delivery to you of reasonable supporting documentation) incurred in connection with this Commitment Letter, the Fee Letter, the Facilities, the syndication thereof, the preparation of the definitive documentation therefor and the other transactions contemplated hereby.

You also agree to indemnify and hold harmless each Commitment Party, each affiliate thereof and the officers, directors, employees, agents, controlling persons, advisors and other representatives of any of the foregoing (each, an “Indemnified Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for) any and all claims, damages, losses, liabilities and expenses (including the reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (a) any aspect of the Transactions and any of the other transactions contemplated thereby or (b) the Facilities or any use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from (i) such Indemnified Party’s gross negligence or willful misconduct or (ii) a material breach by such Indemnified Party of its obligations under this Commitment Letter.  In the case of an investigation, litigation or proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by you, your equityholders or creditors or an Indemnified Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not any aspect of the Transactions is consummated.  You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to you arising out of, related to or in connection with any aspect of the Transactions, except for any liability of a Commitment Party to the extent of direct (as opposed to special, indirect, consequential or punitive) damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or material breach of its obligations hereunder.  You further agree that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Apollo, any of its affiliates, any equityholder or creditor of any of the foregoing or any other person (other than, solely to the extent expressly set forth herein, to you) arising out of, related to or in connection with any aspect of the Transactions and that any such liability of a Commitment Party to you shall only arise to the extent direct damages to you have been caused by breach of such Commitment Party’s obligations hereunder to negotiate in good faith definitive documentation for the applicable Facility on the terms set forth herein, as determined in a final, non-appealable judgment by a court of competent jurisdiction.  It is understood and agreed that obligations of a Commitment Party hereunder are several, and not joint, with the obligations of any other Commitment Party hereunder or obligations of any other Lender.  Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems.  You shall not, without the prior written consent of each applicable Indemnified Party (which consent shall not be unreasonably withheld), effect any settlement of any pending or threatened investigation, litigation or proceeding against an Indemnified Party in respect of which indemnity could have been sought hereunder by such Indemnified Party unless (i) such settlement includes an

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unconditional release of such Indemnified Party from all liability or claims that are the subject matter of such investigation, litigation or proceeding and (ii) does not include any statement as to any admission.

5.                                       Conditions Precedent.

Each Commitment Party’s commitment hereunder and each Lead Arranger’s agreement to perform the services described herein are subject only to the satisfaction of each of the following conditions precedent:

(a) the negotiation, execution and delivery of definitive documentation with respect to each Facility (the “Facilities Documentation”, which shall be prepared by counsel for the Commitment Parties based upon, and substantially consistent with, the terms set forth in this Commitment Letter (including the Annexes hereto) and otherwise reasonably satisfactory to the Commitment Parties and Parent but shall be subject to the Documentation Principles (as defined below);

(b) prior to and during the syndication of the Facilities, there shall be no offering, placement or arrangement of any debt securities, convertible debt securities (including any other equity-linked debt security), equity securities or bank financing by or on behalf of you, Apollo or any of your or its respective subsidiaries (other than (i) the Facilities, (ii) the Designated Other Securities, (iii) the Senior Notes, (iv) up to $300 million in aggregate principal amount or gross proceeds of other debt securities, convertible debt securities (including any other equity-linked debt security) or equity securities (or a combination thereof) issued by Parent (which are not guaranteed by any subsidiary of Parent, Apollo or any subsidiary of Apollo), provided that no more than $150 million of such amount shall be used for any purpose other than to refinance existing indebtedness (any such securities referred to in this clause (iv), “Parent Refinancing Securities”) and (v) up to $95 million of borrowed money by your foreign subsidiaries);

(c) except as disclosed in the introductory paragraph to Article III or Article IV of  the Acquisition Agreement, since December 31, 2010, no (i) Company Material Adverse Effect (as defined in the Acquisition Agreement) shall have occurred and (ii) Combined Material Adverse Effect (to be defined using a definition comparable to the definition of “Company Material Adverse Effect” and “Parent Material Adverse Effect” as set forth in the Acquisition Agreement but as applied to the Parent and its subsidiaries and Apollo and its subsidiaries taken as a whole) shall have occurred;

(d) the Lead Arrangers having been afforded a period of at least 20 consecutive days following the commencement of the general syndication of the Facilities and prior to the Closing Date to syndicate the Facilities, provided that such period does not include any day from and including August 22, 2011, through September 6, 2011, November 21, 2011, through November 25, 2011, and December 19, 2011, through January 2, 2012;

(e) the payment of fees pursuant to the Fee Letter that are due and payable on or prior to the Closing Date and for which, if applicable, reasonably detailed invoices have been delivered prior to the Closing Date; and

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(f) the other conditions expressly set forth in (i) “Conditions Precedent to Initial Borrowing” in Annex I to this Commitment Letter, (ii) “Conditions Precedent” in Annex II-A to this Commitment Letter and (iii) Annex III to this Commitment Letter.

It is understood that, with respect to guarantees and collateral, paragraph 5 in Annex III to this Commitment Letter is the only condition precedent.  The provisions of paragraph 5 in Annex III to this Commitment Letter are referred to herein as the “Funds Certain Provisions”.

In addition, notwithstanding anything in this Commitment Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Acquisition to the contrary, (i) the only representations and warranties relating to Parent, the Borrower or Apollo or their respective businesses or subsidiaries the accuracy of which shall be a condition to the funding of the Facilities on the Closing Date shall be (A) such representations and warranties made by Apollo in the Acquisition Agreement as are material to the interests of the Commitment Parties, but only to the extent that the Parent or AcquireCo has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement or to the extent the accuracy of such representation is a condition precedent to your obligations under the Acquisition Agreement and (B) the Specified Representations (as defined below) and (ii) the terms of the Facilities Documentation shall be such that they do not impair the availability of the proceeds of the Facilities on the Closing Date if the conditions set forth in paragraphs (a) through (f) above are satisfied or waived.  For purposes hereof, “Specified Representations” means the representations and warranties of Parent and the Borrower in the Facilities Documentation relating to corporate existence, power and authority, the due execution, delivery and enforceability of the Loan Documents, the validity, priority and perfection of liens (subject to the Funds Certain Provisions), solvency, PATRIOT ACT information, no conflicts with organizational documents, no consent from governmental authorities (that has not been obtained) to the advance of the funds under the Facilities Documentation, Federal Reserve margin regulations and the Investment Company Act.  The requirements of this paragraph are the “Documentation Principles”.

6.             Confidentiality and Other Obligations.

This Commitment Letter (including the Annexes hereto) and the Fee Letter and the contents hereof and thereof are confidential and, except for the disclosure hereof or thereof on a confidential basis to your directors, officers and other senior management, accountants, attorneys and other professional advisors retained in connection with the Transactions, may not be disclosed in whole or in part to any person without our prior written consent; provided, however, that you may disclose this Commitment Letter (including the Annexes hereto) but not the Fee Letter (other than in mutually agreed redacted form to Apollo, which may only be disclosed pursuant to the following clause (a)) (a) on a confidential basis to the directors, officers and other senior management, attorneys and other professional advisors of Apollo in connection with their consideration of the Acquisition and the other Transactions, (b) after your acceptance of this Commitment Letter and the Fee Letter, in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges (which may specify the amount of fees to the extent required to be disclosed), (c) after written notice to us (to the extent permitted by law) of any legally required disclosure, as otherwise required by law and (d) to the

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extent required in connection with any proceeding for the enforcement of this Commitment Letter and related documents.

You acknowledge that the Commitment Parties or their affiliates may be providing financing or other services to persons whose interests may conflict with yours.  Consistent with each Commitment Party’s policy to hold in confidence the affairs of its customers, such Commitment Party agrees not to furnish confidential information obtained from you to any of its other customers and to treat confidential information relating to you, Apollo and your and its respective affiliates with the same degree of care as it treats its own confidential information.  You also acknowledge that no Commitment Party will make available to you confidential information that it has obtained or may obtain from any other customer.  In connection with the services and transactions contemplated hereby, you agree that the Commitment Parties are permitted to access, use and share with any of their respective bank or non-bank affiliates, agents, advisors (legal or otherwise) or representatives any information concerning you, Apollo or any of your or its respective affiliates that is or may come into the possession of the Commitment Parties or any of such affiliates.

In connection with all aspects of each transaction contemplated hereby, you acknowledge and agree that: (a) the Facilities and any related arranging or other services described in this Commitment Letter are arm’s-length commercial transactions between you and your affiliates, on the one hand, and each Commitment Party, on the other hand, and you are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Commitment Letter; (b) in connection with each transaction contemplated hereby and the process leading to such transaction, each Commitment Party is and has been acting solely as a principal and is not acting as an agent or fiduciary for you or any of your affiliates, equityholders, creditors or employees or any other person; (c) none of the Commitment Parties has assumed or will assume an advisory (except as otherwise expressly agreed in writing by the relevant parties) or fiduciary responsibility in favor of you or any of your affiliates, equityholders, creditors or employees or any other person with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether any of the Commitment Parties has advised or is currently advising you or your affiliates on other matters), and none of the Commitment Parties has any obligation to you or your affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth in this Commitment Letter; (d) each Commitment Party and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of you and your affiliates, and no Commitment Party has any obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship; and (e) none of the Commitment Parties has provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby, and you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate.  You hereby waive and release, to the fullest extent permitted by law, any claims that you may have against any of the Commitment Parties with respect to any breach or alleged breach of fiduciary duty.  In addition, you acknowledge that you have retained each of Citi and an affiliate of Bank of America as financial advisors (in such capacity, each a “Financial Advisor”) in connection with the Acquisition. You agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of any such Financial Advisor

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and, on the other hand, our and our affiliates’ relationships with you as described and referred to herein.

Each Commitment Party hereby notifies you that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), such Commitment Party is required to obtain, verify and record information that identifies you and the Guarantors, which information includes your and the Guarantors’ names and addresses and other information that will allow such Commitment Party to identify you and the Guarantors in accordance with the Act.

7.                                       Survival of Obligations.

The provisions of Sections 2, 3, 4, 6, 8 and this Section 7 shall remain in full force and effect regardless of whether any definitive documentation for the Facilities shall be executed and delivered.  The provisions of Sections 4, 6, 8 and this Section 7 shall remain in full force and effect notwithstanding the termination of this Commitment Letter or any commitment or agreement of any of the Commitment Parties hereunder.

8.                                       Miscellaneous.

The Initial Lenders’ commitments hereunder and the Lead Arrangers’ agreements to perform the services described herein will terminate upon the first to occur of (a) the consummation of the Acquisition, (b) the abandonment or termination of the Acquisition Agreement, (c) a material breach of your obligations with respect to payment of fees under the Fee Letter and (d) April 10, 2012, unless the closing of the applicable Facility, on the terms and subject to the conditions contained herein, shall have occurred on or before such date.  In addition, the Initial Lenders’ commitments hereunder in respect of any Facility shall be superseded by the commitments in respect of such Facility set forth in the definitive documentation with respect to such Facility, and upon the execution and delivery of such definitive documentation by the parties thereto each Initial Lender shall be released from its commitment hereunder in respect of such Facility.  Notwithstanding the foregoing, each Initial Lender shall remain liable to fund its obligations hereunder in the event any assignee of such Initial Lender shall fail to provide its portion of the Facilities.  Each Commitment Party shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the Facilities, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the Closing Date has occurred.

This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York.  Each party hereto irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Commitment Letter (including the Annexes hereto) or the Fee Letter, the Transactions and the other transactions contemplated hereby or thereby or the actions of the Commitment Parties in the negotiation, performance or enforcement hereof or thereof.  Each of the parties hereto irrevocably submits to the exclusive jurisdiction of any New York State court or Federal court sitting in the Borough of Manhattan in New York City in respect of any suit, action or proceeding arising out of or relating to the provisions of this Commitment Letter (including the Annexes hereto), the Fee Letter, the Transactions and the other transactions

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contemplated hereby or thereby and irrevocably agrees that all claims in respect of any such suit, action or proceeding shall be brought, heard and determined exclusively in any such court.  The parties hereto agree that service of any process, summons, notice or document by registered mail addressed to you shall be effective service of process against you for any suit, action or proceeding relating to any such dispute.  Each of the parties hereto waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceedings brought in any such court, and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  A final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other courts whose jurisdiction you are or may be subject by suit upon judgment.

This Commitment Letter (including the Annexes hereto) and the Fee Letter embodies the entire agreement and understanding among the Commitment Parties and you with respect to the Facilities and supersedes all prior agreements and understandings relating to the subject matter hereof.  Those matters that are not covered by or made clear under the provisions of this Commitment Letter (including the Annexes hereto) or the Fee Letter are subject to the approval and agreement of us and you.  No person has been authorized by any Commitment Party to make any oral or written statements that are inconsistent with this Commitment Letter.

This Commitment Letter is not assignable by you without our prior written consent (and any purported assignment without such consent will be null and void) and is intended to be solely for the benefit of the parties hereto and, to the extent expressly set forth herein, the Indemnified Parties, and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and, to the extent expressly set forth herein, the Indemnified Parties.  This Commitment Letter may not be amended, and no term or provision hereof may be waived or modified, except by an instrument in writing signed by each of the parties hereto.  Any and all obligations of, and services to be provided by, any of us hereunder may be performed, and any and all of our rights hereunder may be exercised, by or through our affiliates, and the indemnification and expense reimbursement provisions contained herein shall apply with equal force and effect to any such affiliates.

This Commitment Letter may be executed in multiple counterparts and by different parties hereto in separate counterparts, all of which, taken together, shall constitute an original.  Delivery of an executed counterpart of a signature page to this Commitment Letter by facsimile transmission or other electronic transmission (in .pdf format) shall be effective as delivery of a manually executed counterpart hereof or thereof.

[The remainder of this page intentionally left blank.]

11

Please confirm that the foregoing is in accordance with your understanding by signing and returning to the Commitment Parties the enclosed copy of this Commitment Letter, together, if not previously executed and delivered, with the Fee Letter on or before 11:59 p.m. (New York time) on April 11, 2011, whereupon this Commitment Letter and the Fee Letter will become binding agreements between us and you.  If the Commitment Letter and Fee Letter have not been signed and returned as described in the preceding sentence by such date, this offer will terminate on such date.  We look forward to working with you on this transaction.

[Signature page to the Project Apollo Commitment Letter]

[Signature page to the Project Apollo Commitment Letter]

ANNEX I

CONFIDENTIAL

Project Apollo

$650,000,000 Senior Secured Tranche B II Term Loan Facility

Summary of Terms and Conditions

The Tranche B II Term Facility described herein will be established pursuant to an amendment to the Amended and Restated Credit Agreement dated as of April 16, 2009, among Level 3 Communications, Inc., Level 3 Financing, Inc., the Lenders party thereto, Merrill Lynch Capital Corporation, as Administrative Agent and Collateral Agent, and the other parties thereto, as amended through the Closing Date (as so amended, the “Existing Credit Agreement”), effected under Section 9.02(d) of the Existing Credit Agreement, and commitments in respect of and loans under the Tranche B II Term Facility shall constitute a separate “Class” for all purposes of the Existing Credit Agreement.  Capitalized terms used but not defined in this Annex I shall have the meanings assigned thereto in the Existing Credit Agreement or in the Commitment Letter to which this Annex I is attached, as applicable.  Except as otherwise set forth below, the Tranche B II Term Facility shall have the terms applicable to term loans issued under the Existing Credit Agreement.

[Signature page to the Project Apollo Commitment Letter]

Annex I-2

Annex I-3

Annex I-4

Annex I-5

Annex I-6

Annex I-7

Annex I-8

ANNEX II-A

CONFIDENTIAL

Project Apollo

$1,100,000,000 Senior Unsecured Bridge Facility

Summary of Terms and Conditions

Capitalized terms used but not defined in this Annex II-A shall have the meanings assigned thereto in the Commitment Letter to which this Annex II-A is attached.

Annex II-A-2

Annex II-A-3

Annex II-A-4

Annex II-A-5

ANNEX II-B

CONFIDENTIAL

Project Apollo

$1,100,000,000 Senior Unsecured Rollover Facility

Summary of Terms and Conditions

Capitalized terms used but not defined in this Annex II-B shall have the meanings assigned thereto in the Commitment Letter to which this Annex II-B is attached.

Annex II-B-2

ANNEX II-C

CONFIDENTIAL

Project Apollo

$1,100,000,000 Senior Unsecured Exchange Notes

Summary of Terms and Conditions

Capitalized terms used but not defined in this Annex II-C shall have the meanings assigned thereto in the Commitment Letter to which this Annex II-C is attached.

Annex II-C-2

Annex II-C-3

ANNEX III

CONFIDENTIAL

Project Apollo

$650,000,000 Senior Secured Tranche B II Term Loan Facility

$1,100,000,000 Senior Unsecured Bridge Facility

Summary of Additional Conditions Precedent

The availability of the Facilities shall be subject to the satisfaction or waiver of the following additional conditions precedent.  Capitalized terms used but not defined in this Annex III shall have the meanings assigned thereto in the Commitment Letter to which this Annex III is attached.

1.                                   Acquisition.  The Acquisition shall have been consummated, or substantially concurrently with the borrowing under the Facilities shall be consummated, in accordance with the Acquisition Agreement; provided that, without the prior consent of the Lead Arrangers, no provision of the Acquisition Agreement shall have been amended, supplemented or otherwise modified, and no provision thereof shall have been waived by Parent, in a manner that is material and adverse to the interests of the Lenders.

2.                                   Existing Apollo Debt Repayment. Apollo shall have consummated, or substantially concurrently with the borrowing under the Facilities shall consummate (or arrangements therefore reasonably satisfactory to the Lead Arrangers shall have been made), the Existing Apollo Debt Repayment, and all commitments and all liens and guarantees relating thereto shall have been, or substantially concurrently with the borrowing under the Facilities shall be, terminated or released.  After giving effect to the Transactions, Apollo and its subsidiaries shall have no indebtedness other than (a) guarantees in respect of the Facilities and the Senior Notes, (b) obligations under the Apollo Loan Proceeds Note and guarantees in respect thereof and (c) other limited indebtedness to be agreed upon by Parent and the Lead Arrangers, including up to $200 million of capital leases and other indebtedness.

3.                                   No Conflicts.  The incurrence of indebtedness under the Facilities, including the liens and guarantees provided in connection therewith as set forth in the Commitment Letter, and the consummation of the other Transactions and the other transactions contemplated hereby will not result in (a) a default or event of default under the Existing Credit Agreement, the Existing Financing Inc. Notes, the Parent’s Indentures and other material indebtedness of Parent and its subsidiaries or (b) the creation or imposition of any liens on the assets of Parent, the Borrower, Apollo or any of their respective subsidiaries (other than liens created under the definitive documentation for the Tranche B II Term Facility) and the Lead Arrangers shall have received a usual and customary no conflicts opinion (consistent with the form delivered in connection with the Existing Credit Agreement) and a certificate of the chief financial officer of Parent certifying as to the methodology and details of calculation of such incurrence as evidence of the foregoing showing compliance.

4.                                   Financial Statements.  Parent and Apollo shall have made all annual and quarterly filings required to be made by them pursuant to the Securities and Exchange Act of 1934, as amended, and the Lead Arrangers shall have received (a) audited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of each of Parent and Apollo for each of the three fiscal years most recently ended at least 90 days prior to the Closing Date, which shall be prepared in accordance with U.S. GAAP, (b) unaudited consolidated

balance sheets and related statements of operations, stockholders’ equity and cash flows of each of Parent and Apollo for each subsequent fiscal quarter ended at least 45 days prior to the Closing Date, which shall be prepared in accordance with U.S. GAAP, and (c) a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of Parent as of the end of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to clause (a) and (b) above and for the four consecutive fiscal quarters then ended, prepared after giving effect to the Transactions and the other transactions contemplated hereby as if they had occurred as of the last day thereof (in each case of such balance sheet) or at the beginning of the four consecutive fiscal quarter period then ended (in the case of such statement of operations), in each case meeting the requirements of Regulation S-X for Form S-1 registration statement (but excluding information required by Rule 3-10 under Regulation S-X).

5.                                   Guarantee and Collateral Matters. Subject to the Funds Certain Provisions and the Documentation Principles, the Lead Arrangers shall have received UCC, tax and judgment lien searches with respect to the Borrower, Parent and each Tranche B II Term Facility Guarantor and Bridge Facility Guarantor.  Within fifteen business days of the date of the Acquisition Agreement, Parent and Apollo shall have made all filings required with respect to any regulatory approvals necessary to consummate borrowings under the Tranche B II Term Loan Facility and the Bridge Facility, in each case in the amounts contemplated by the Commitment Letter, including to provide Tranche B II Term Facility Guarantees by each Tranche B II Term Facility Guarantor, Bridge Facility Guarantees by each Bridge Facility Guarantor and collateral with respect to the Tranche B II Term Loan Facility by each Tranche B II Term Facility Guarantor.  The Tranche B II Term Facility Guarantees (in the case of the Tranche B II Term Facility) and the Bridge Facility Guarantees (in the case of the Bridge Facility) shall have been executed and be in full force and effect (and all material governmental authorizations and consents required in order for any regulated subsidiary of Parent or Apollo that is required to provide a Tranche B II Term Facility Guarantee or a Bridge Facility Guarantee, as the case may be, shall have been obtained and shall be in full force and effect); provided that, with respect to any Tranche B II Term Facility Guarantee or Bridge Facility Guarantee, in each case, by any entity that is a Regulated Guarantor Subsidiary under the Existing Credit Agreement (a “Regulated Entity”), if Parent and the Borrower shall have endeavored, and caused each Regulated Entity to have endeavored, in good faith using commercially reasonable efforts to cause such authorizations and consents to be obtained prior to the Closing date, but such authorizations and consents for a Regulated Entity have not been obtained then the guarantees by such entity shall not constitute a condition precedent to borrowing under the Facilities but Parent and the Borrower shall continue (and the facilities documentation shall require Parent and the Borrower to so continue) to endeavor, and cause each Regulated Entity to continue to endeavor, in good faith using commercially reasonable efforts to cause such approvals to be obtained by the earliest practicable date.  For purposes of the immediately preceding sentence, the requirement that Parent, the Borrower or any Regulated Entity use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of governmental authorities or to change the manner in which it conducts its business in  any respect that the management of Parent shall determine in good faith to be adverse or materially burdensome.  All documents and instruments required to create and perfect the pledges of, and security interest and mortgages in, the collateral as set forth in Annex I to the Commitment Letter shall have been executed and delivered and, if applicable, be in proper form for filing; provided that, except with respect to the creation and perfection of security interests in

Annex III-2

the pledged equity interests of the domestic subsidiaries of Parent or Apollo, as the case may be, and other assets a lien on which may be perfected by the filing of a financing statement under the Uniform Commercial Code, to the extent security interest in any collateral is not provided or perfected on the Closing Date after Parent’s use of commercially reasonable efforts to do so, the delivery or perfection thereof shall not constitute a condition precedent to the borrowing under the Facilities but shall be required to be accomplished as promptly as practicable after the Closing Date (and in any event no later than the date to be mutually agreed upon by Parent and the Lead Arrangers); provided, further, that, with respect to any pledge, security interest or mortgage of assets of a Regulated Grantor Subsidiary requiring regulatory authorization or consent, if Parent and the Borrower shall have endeavored, and caused each Regulated Grantor Subsidiary to have endeavored, in good faith using commercially reasonable efforts to cause such regulatory authorization or consent to be obtained by the Closing Date, but such authorization or consent has not been obtained, then the pledge of, and security interest and mortgage in, the assets for which the required authorization or consent has not been obtained shall not constitute a condition precedent to borrowing under the Facilities but Parent and the Borrower shall continue to endeavor, and cause each Regulated Grantor Subsidiary to continue to endeavor, in good faith using commercially reasonable efforts to cause such authorization or consent to be obtained by the earliest practicable date.

6.                                   Customary Closing Documents.  Subject to the Funds Certain Provisions and the Documentation Principles, the Lead Arrangers shall have received, in each case in form and substance reasonably satisfactory to them: (a) customary legal opinions, corporate records, evidence of authority and documents from public officials, (b) customary secretary’s and officer’s certificates, (c) customary evidence of insurance and (d) a solvency certificate from the chief financial officer of Parent.  The Lead Arrangers will have received at least 10 days prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, that is requested on a timely basis.

7.                                   Offering Document.  In the case of the Bridge Facility, the Borrower shall have engaged one or more investment banks satisfactory to the Lead Arrangers (collectively, the “Investment Bank”) to sell or place the Senior Notes or debt securities substantially similar to the Senior Notes that will be used to refinance the Bridge Loans (the “Permanent Securities”) and shall ensure that, (a) the Investment Bank shall have received not later than the earlier of (i) 150 days after the date of the Commitment Letter to which this Annex III is attached and (ii) 20 days prior to the Closing Date a complete printed preliminary prospectus or preliminary offering memorandum or preliminary private placement memorandum suitable for use in a customary high-yield road show relating to the issuance of the Senior Notes or Permanent Securities (including all audited financial statements, all unaudited financial statements (which shall have been reviewed by the independent accountants for Parent or Apollo, as the case may be, as provided in Statement on Auditing Standards No. 100) and all appropriate pro forma financial statements prepared in accordance with, or reconciled to, U.S. GAAP and prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, and all other data (including selected financial data) that the Securities and Exchange Commission would require in a registered offering of such securities or that would be necessary for the Investment Bank to receive customary “comfort” (including “negative assurance” comfort) from independent accountants in connection with such offering; provided that such preliminary prospectus,

Annex III-3

preliminary offering memorandum or preliminary private placement memorandum shall not be required to contain a description of notes section or other information customarily provided by the Investment Bank, (b) upon delivery of the material described in clause (a), officers and advisers of Parent, Apollo and their respective subsidiaries shall have made themselves available from time to time to attend and make presentations regarding the business and prospects of Parent, Apollo and their respective subsidiaries at a meeting or meetings of prospective investors as required by the Investment Bank in its reasonable judgment to market the Senior Notes or Permanent Securities and (c) the Investment Bank shall be afforded a period of at least 30 calendar days following the receipt of the material described in clause (a) above to seek to offer and sell or privately place the Senior Notes or Permanent Securities with qualified purchasers thereof.  Each 20-day period referred to above must consist of 20 consecutive business days and must not include any day from and including August 22, 2011, through September 6, 2011, November 21, 2011, through November 25, 2011, and December 19, 2011, through January 2, 2012.

Annex III-4