Material Agreement Form 8 K

Indentures Relating to the Issuance of the New Notes

In connection with the Early Settlement Transactions, (1) Lumen, as issuer, certain guarantors party thereto, Regions Bank, as trustee, and Bank of America, N.A., as collateral agent, entered into an indenture, dated September 24, 2024 (the "Lumen Indenture"), which governs the terms of the New Lumen Notes issued on such date, and (2) Level 3, as issuer, Level 3 Parent, LLC ("Level 3 Parent"), as a guarantor, certain other guarantors party thereto, U.S. Bank Trust Company, National Association, as trustee, and Wilmington Trust, National Association, as collateral agent, entered into an indenture, dated September 24, 2024 (the "Level 3 Indenture" and, together with the Lumen Indenture, the "Indentures" and each, an "Indenture"), which governs the terms of the New Level 3 Notes issued on such date. Capitalized terms used but not defined herein have the meaning ascribed to them in the applicable Indenture.

The New Notes will mature on October 15, 2032. Interest on the New Notes will accrue from the Issue Date and is payable on April 15 and October 15 of each year, beginning on April 15, 2025.

The New Notes are subject to redemption at the option of the Issuer, in whole or in part, at any time or from time to time after the Issue Date at a price equal to 100.0% of the principal amount of the New Notes so redeemed, plus any accrued and unpaid interest thereon to, but not including, the redemption date.

On each interest payment date after the fifth anniversary of the Issue Date, each Issuer is required to redeem for cash at a price equal to 100.0% of the principal amount of the New Notes redeemed on such interest payment date (plus any accrued and unpaid interest) such portion of the New Notes on a pro rata basis necessary to prevent such New Notes from being treated as an "applicable high yield discount obligation" within the meaning of Section 163(i) of the Internal Revenue Code of 1986, as amended, subject to certain exceptions set forth in the applicable Indenture.

Upon the occurrence of certain specified change of control events, the Issuer will, subject to certain limited exceptions, be required to make an offer to repurchase the New Notes at a price in cash equal to 101% of the principal amount of the New Notes so redeemed, plus any accrued and unpaid interest thereon.

The Indentures provide for certain customary events of default, including, among others, the (i) failure to pay principal or premium (if any) or interest (subject to a grace period) on the New Notes when due; (ii) failure of the Issuer and certain other entities to perform specified covenants or agreements continued for 90 days after written notice with respect thereto to the Issuer by the Trustee or the holders of at least 30% of the aggregate principal amount of such New Notes then outstanding; or (iii) occurrence of certain specified defaults, payment of final judgments, bankruptcy proceedings, insolvencies or other events. In addition, subject to the terms and conditions set forth in the Indentures, if certain specified events of default with respect to the New Notes occur and are continuing, either the Trustee or holders of at least 30% of the aggregate principal amount of the New Notes then outstanding may declare the principal of the New Notes to be due and payable immediately.

The Indentures contain certain restrictive covenants, including covenants limiting the incurrence of additional indebtedness, liens and certain corporate transactions. These covenants are subject to a number of important limitations and exceptions.

Additional information regarding each series of New Notes is set forth below.

New Lumen Notes

The New Lumen Notes (i) are contractually subordinated in right of payment to indebtedness of Lumen under its Series A Revolving Facility to the extent set forth in the Lumen Indenture, in an amount limited to the sum of $500,000,000 plus certain specified past due interest, fees or expense thereunder (collectively, the "Lumen Series A Revolver Priority Cap"); (ii) are otherwise senior and unsecured obligations of Lumen, ranking equal in right of payment with all existing and future indebtedness of Lumen that is not expressly subordinated in right of payment to the New Lumen Notes; (iii) are contractually senior in right of payment to all existing and future indebtedness of Lumen that is expressly subordinated in right of payment to the New Lumen Notes; (iv) are effectively subordinated to any obligations of Lumen secured by liens on assets of Lumen, to the extent of the value of such assets; and (v) are effectively subordinated to all liabilities, including trade payables, of Lumen's subsidiaries that do not guarantee the New Lumen Notes.

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The New Lumen Notes will be fully and unconditionally guaranteed, jointly and severally, (i) on a senior secured basis by each Collateral Guarantor and (ii) on a senior unsecured basis by each Unsecured Guarantor, in each case as more fully described in the Lumen Indenture. Each guarantee of the New Lumen Notes (i) will be contractually subordinated in right of payment to indebtedness (whether direct or by way of guarantee) of such guarantor under the Series A Revolving Facility to the extent set forth in the Lumen Indenture, in an amount limited to the Lumen Series A Revolver Priority Cap, (ii) will otherwise be a senior obligation of the applicable guarantor, ranking equal in right of payment with all existing and future indebtedness of the applicable guarantor that is not expressly subordinated in right of payment to the guarantee of such guarantor; (iii) in the case of the Collateral Guarantors, will be secured (in each case, after obtaining all required material authorizations and consents of federal and state governmental authorities) on a first-priority lien basis by certain specified collateral, subject to a shared lien of equal priority with the other first lien obligations of such Collateral Guarantor and subject to other applicable liens permitted by the Lumen Indenture; (iv) in the case of the Collateral Guarantors, will be effectively senior to all existing and future senior unsecured indebtedness of such Collateral Guarantor, in each case to the extent of the value of its collateral securing the guarantee (after giving effect to the sharing of such value with other holders of equal ranking liens on such collateral and other applicable liens on such collateral permitted by the Lumen Indenture); (v) in the case of the Unsecured Guarantors, will be unsecured obligations of such guarantor; (vi) are contractually senior in right of payment to all existing and future indebtedness of such guarantor that is expressly subordinated in right of payment to the guarantee of such guarantor; (vii) will be effectively subordinated to any obligations of such guarantor secured by liens on assets that do not constitute collateral securing its guarantee of the New Lumen Notes, to the extent of the value of such assets; and (viii) will be effectively subordinated to all liabilities of the subsidiaries of such guarantor that are not themselves guarantors of the New Lumen Notes.

New Level 3 Notes

The New Level 3 Notes are (i) senior obligations of Level 3, ranking equal in right of payment with all existing and future indebtedness of Level 3 that is not expressly subordinated in right of payment to the New Level 3 Notes; (ii) secured on a second lien basis by certain specified collateral of Level 3, subject to a shared lien of equal priority with the other second lien obligations of Level 3, and subject to other liens permitted by the Level 3 Indenture and, in certain cases, receipt of necessary regulatory approvals described in the Level 3 Indenture; (iii) effectively subordinated to all existing and future first lien obligations of Level 3 to the extent of the value of the collateral provided by Level 3; (iv) effectively senior to all existing and future senior unsecured indebtedness of Level 3 to the extent of the value of the collateral securing the New Level 3 Notes provided by Level 3 (after giving effect to the subordination of such value to the first lien obligations of Level 3 and sharing of such value with holders of equal ranking liens on such collateral, and subject to other liens permitted by the Level 3 Indenture and, in certain cases, receipt of necessary regulatory approvals); (v) contractually senior in right of payment to all existing and future indebtedness of Level 3 that is expressly subordinated in right of payment to the New Level 3 Notes; (vi) effectively subordinated to any obligations of Level 3 secured by liens on assets of Level 3 that do not constitute collateral securing the New Level 3 Notes, to the extent of the value of such assets; and (vii) effectively subordinated to all liabilities, including trade payables, of Level 3's subsidiaries that do not guarantee the New Level 3 Notes.

The New Level 3 Notes will be fully and unconditionally guaranteed, jointly and severally, on a second lien secured basis by Level 3 Parent, each Unregulated Guarantor Subsidiary and each other subsidiary that becomes a guarantor pursuant to the terms of the Level 3 Indenture (subject to receipt of the requisite regulatory approvals described in the Level 3 Indenture). Each guarantee of the New Level 3 Notes will be (i) a senior obligation of the applicable guarantor, ranking equal in right of payment with all existing and future indebtedness of the applicable guarantor that is not expressly subordinated in right of payment to the guarantee of such guarantor; (ii) secured on a second lien basis by certain specified collateral, subject to a shared lien of equal priority with the other second lien obligations of such guarantor secured by such collateral, subject to other liens on such collateral permitted by the Level 3 Indenture and, in certain cases, receipt of necessary regulatory approvals; (iii) effectively subordinated to all existing and future first lien obligations of such guarantor to the extent of the value of the collateral securing such first lien obligations; (iv) effectively senior to all existing and future senior unsecured indebtedness of such guarantor to the extent of the value of its collateral securing its guarantee (after giving effect to the subordination of such value to the first lien obligations of such guarantor and sharing of such value with holders of equal ranking liens on such collateral, and subject to other liens permitted by the Level 3 Indenture and, in certain cases, receipt of necessary regulatory approvals); (v) contractually senior in right of payment to all existing and future indebtedness

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of such guarantor that is expressly subordinated in right of payment to the guarantee of such guarantor; (vi) effectively subordinated to any obligations of such guarantor secured by liens on assets of such guarantor that do not constitute collateral securing its guarantee of the New Level 3 Notes, to the extent of the value of such assets; and (vii) effectively subordinated to all liabilities of the subsidiaries (other than the Issuer) of such guarantor that are not themselves guarantors of the New Level 3 Notes.

The foregoing description of the Indentures and the New Notes does not purport to be complete and is subject to, and qualified in their entirety by, the full text of each Indenture and each form of New Notes, copies of each of which are filed as exhibits to this Current Report on Form and are incorporated by reference herein.

Other Information

In reviewing the documents included as exhibits to this Current Report on Form please note that they are included to provide you with additional information regarding the terms of the Early Settlement Transactions and are not intended to provide any other financial, factual or other information about the Issuers or the other parties thereto. Additional information about Lumen and Level 3 Parent may be found elsewhere in their respective public filings.

Additional information about the Early Settlement Transactions was included in the press release filed as Exhibit 99.1 to the Current Report on Form filed by Lumen and Level 3 Parent with the U.S. Securities and Exchange Commission (the "SEC") on September 17, 2024.