Level 3 Financing's obligations under the 5.625% Senior Notes will be fully and unconditionally guaranteed on an unsecured basis by Level 3 Communications, Inc. The net proceeds from the offering of the notes, together with cash on hand, will be used to redeem, satisfy and discharge, defease or otherwise repay or retire all of Level 3 Financing's approximately The 5.625% Senior Notes will not be registered under the Securities Act of 1933 or any state securities laws and, unless so registered, may not be offered or sold except pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws.