AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT

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Exhibit 10.1

AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT

        This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT (this " Amendment ") is dated as of December 24, 2008, by and among Level 3 Communications, Inc., a Delaware corporation (the " Company "), and each of the investors named in the signature pages hereto (each, an " Investor " and collectively, the " Investors ").

WITNESSETH:

        WHEREAS, on November 17, 2008, the Company entered into a Securities Purchase Agreement with certain investors named therein, which agreement was amended on December 16, 2008 (as amended, the " Agreement "), with respect to the sale and issuance by the Company of up to $400,000,000 aggregate principal amount of the Company's 15% Convertible Senior Notes due 2013 (the " Notes ");

        WHEREAS, prior to the date hereof, pursuant to Section 8.9 of the Agreement, United States Fire Insurance Company, an investor under the Agreement, assigned, in the aggregate, all of its right, title, benefit, privileges and interest in and to, and all of its burdens, obligations and liabilities in connection with, its agreement to purchase $30,000,000 aggregate principal amount of the Notes pursuant to the Agreement, to The North River Insurance Company;

        WHEREAS, on December 23, 2008, the Company (i) accepted for payment $162,718,000 aggregate principal amount of its 2.875% Convertible Senior Notes due 2010 and $173,571,000 aggregate principal amount of its 6% Convertible Subordinated Notes due 2010 pursuant to the terms of the Tender Offers for such series of notes and (ii) extended the expiration date of its Tender Offer for its 6% Convertible Subordinated Notes due 2009 (the " 2009 Notes ") to 12:00 midnight, New York City time, on December 30, 2008, as such expiration date may be further extended;

        WHEREAS, the obligation of Walter Scott, Jr., an Investor (" Walter Scott "), to purchase $23,000,000 aggregate principal amount of the Notes (the " Walter Scott Notes ") and the obligation of Walter Scott, Jr. Charitable Remainder Annuity Trust, an Investor (the " Walter Scott Trust " and, together with Walter Scott, the " Scott Investors "), to purchase $3,200,000 aggregate principal amount of the Notes (the " Walter Scott Trust Notes and, together with the Walter Scott Notes, the " Scott Investor Notes ") pursuant to Agreement is conditioned upon the acceptance for payment by the Company of any of the 2009 Notes pursuant to the terms of the Tender Offer for such series of notes;

        WHEREAS, the Closing with respect to the sale and issuance by the Company of $373,800,000 aggregate principal amount of the Notes to certain of the Investors, as contemplated by the Agreement, is scheduled to occur on the date hereof;

        WHEREAS, the Notes to be issued and sold at the Closing represent all the Notes other than the Scott Investor Notes, since the Company will not have accepted for payment any of the 2009 Notes pursuant to the Tender Offer for such series of notes on or prior to the Closing;

        WHEREAS, the Company continues to desire to issue and sell to each Scott Investor its applicable portion of the Scott Investor Notes and each Scott Investor continues to desire to purchase from the Company its applicable portion of the Scott Investor Notes as contemplated by the Agreement following the Closing and subject to the terms and conditions set forth in this Amendment, including the acceptance for payment by the Company of any of the 2009 Notes pursuant to the terms of the Tender Offer for such series of notes;

        WHEREAS, in order to effect the foregoing, the parties hereto desire to provide for a subsequent closing under the Agreement for the issuance and sale by the Company to the Scott Investors of the Scott Investor Notes subject to the terms and conditions set forth in this Amendment, including the acceptance for payment by the Company of any of the 2009 Notes pursuant to the terms of the Tender Offer for such series of notes following the Closing; and

        WHEREAS, pursuant to Section 8.11 of the Agreement, the parties hereto now desire to amend the Agreement as provided herein.

        NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and notwithstanding anything in the Agreement to the contrary, subject to the Closing having occurred, the parties hereby agree as follows:

        1.     Defined Terms.     Capitalized terms that are not defined in this Amendment have the respective meanings set forth in the Agreement.

        2.     Purchase and Sale of the Scott Investor Notes.     Subject to and upon the terms and conditions set forth in this Amendment, at the Subsequent Closing (as defined below), (i) the Company shall issue and sell to Walter Scott, and Walter Scott shall purchase from the Company, by wire transfer to the Company of immediately available funds, the Walter Scott Notes and (ii) the Company shall issue and sell to the Walter Scott Trust, and the Walter Scott Trust shall purchase from the Company, by wire transfer to the Company of immediately available funds, the Walter Scott Trust Notes, in each case at a purchase price equal to 100% of the principal amount of such Scott Investor Notes purchased, plus accrued interest on such Scott Investor Notes from the Closing Date to, but not including, the Subsequent Closing Date (as defined below).

        3.     Subsequent Closing.     The closing of the issuance and sale of the Scott Investor Notes (the " Subsequent Closing ") shall take place at the offices of Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York upon the satisfaction or waiver of the conditions set forth in Sections 4 and 5 of this Amendment (other than those that by their terms are to be satisfied or waived at the Subsequent Closing), or such other date mutually agreed to by the Company and the Scott Investors (the " Subsequent Closing Date ").

        4.     Conditions to the Obligation of the Scott Investors to Consummate the Subsequent Closing.     The several obligations of each Scott Investor to consummate the transactions to be consummated at the Subsequent Closing, and to purchase and deliver the purchase price payable for the Scott Investor Notes being purchased by it at the Subsequent Closing pursuant to this Amendment, are subject to the satisfaction of the following conditions precedent:

        (a)   The Closing shall have occurred on or prior to the Subsequent Closing Date.

        (b)   The representations and warranties of the Company contained in Section 3 of the Agreement shall be true and correct in all material respects on the Subsequent Closing Date as though made on the Subsequent Closing Date (except that those representations and warranties that address matters only as of a particular date shall have been true and correct only on such date).

        (c)   The purchase of, and payment for, the Scott Investor Notes by each Scott Investor shall not be prohibited or enjoined by any law or governmental or court order or regulation.

        (d)   No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

        (e)   The Trustee shall have executed and delivered a certificate of authentication with respect to the Scott Investor Notes.

        (f)    Each Scott Investor shall have received from the Company's counsel, Willkie Farr & Gallagher LLP, an opinion substantially in the form attached hereto as Exhibit E to the Agreement.

        (g)   The Company shall have accepted for payment any of the 2009 Notes in the Tender Offer for such notes pursuant to the terms of the Offer to Purchase.

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        5.     Conditions to the Obligation of the Company to Consummate the Subsequent Closing.     The obligation of the Company to consummate the transactions to be consummated at the Subsequent Closing, and to issue and sell to each Scott Investor the Scott Investor Notes to be purchased by it at the Subsequent Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent:

        (a)   The Closing shall have occurred on or prior to the Subsequent Closing Date.

        (b)   The representations and warranties of such Scott Investor contained in Section 4 of the Agreement shall be true and correct in all material respects on the date hereof and on the Subsequent Closing Date as though made on the Subsequent Closing Date (except that th