The foregoing description of the Supplemental Indentures does
not purport to be complete and is qualified in its entirety by
the terms and conditions of the Supplemental Indentures, copies
of which are filed herewith.

Amendment to the Credit Agreement

On November22, 2016, the Company and Level 3 Financing entered
into an eleventh amendment agreement (the Eleventh Amendment
Agreement) to that certain Credit Agreement, dated as of
March13, 2007 (as amended and restated by that certain Tenth
Amendment Agreement, dated as of May8, 2015, the Existing
Credit Agreement; the Existing Credit Agreement, as so amended
by the Eleventh Amendment Agreement, the Credit Agreement), by
and among the Company, as guarantor, Level 3 Financing, as
borrower, Merrill Lynch Capital Corporation, as Administrative
Agent and Collateral Agent, and the other persons party
thereto, to provide that the CenturyLink Acquisition will not
constitute a Change of Control under the Credit Agreement and,
accordingly, Level 3 Financing will not be required to make a
mandatory prepayment of the loans under the Credit Agreement as
a result of the CenturyLink Acquisition (regardless of any
ratings decline that could otherwise result in a Change of
Control Triggering Event under the Credit Agreement). In
connection with the Eleventh Amendment Agreement, (i)the
Company agreed that certain prepayments or repricings of the
loans after the closing of the CenturyLink Acquisition but
prior to the six-month anniversary thereof would be subject to
a 1.00% premium and (ii)customary fees were paid to consenting
lenders by CenturyLink.

The foregoing description of the Eleventh Amendment Agreement
does not purport to be complete and is qualified in its
entirety by reference to the Eleventh Amendment Agreement, a
copy of which is attached as Exhibit10.1 hereto and is
incorporated by reference herein.

Forward Looking Statements

Except for the historical and factual information contained
herein, the matters set forth in this release, including
statements regarding the expected timing and benefits of the
proposed transaction, such as efficiencies, cost savings,
enhanced revenues, growth potential, market profile and
financial strength, and the competitive ability and position of
the combined company, and other statements identified by words
such as will, estimates, expects, projects, plans, intends and
similar expressions, are forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
are subject to a number of risks, uncertainties and
assumptions, many of which are beyond our control. Actual
events and results may differ materially from those
anticipated, estimated or projected if one or more of these
risks or uncertainties materialize, or if underlying
assumptions prove incorrect. Factors that could affect actual
results include but are not limited to: the ability of the
parties to timely and successfully receive the required
approvals of regulatory agencies and their respective
shareholders; the possibility that the anticipated benefits
from the proposed transaction cannot be fully realized or may
take longer to realize than expected; the possibility that
costs or difficulties related to the integration of Level 3s
operations with those of CenturyLink will be greater than
expected; the ability of the combined company to retain and
hire key personnel; the effects of competition from a wide
variety of competitive providers, including lower demand for
CenturyLinks legacy offerings; the effects of new, emerging or
competing technologies, including those that could make the
combined companys products less desirable or obsolete; the
effects of ongoing changes in the regulation of the
communications industry, including the outcome of regulatory or
judicial proceedings relating to intercarrier compensation,
interconnection obligations, access charges, universal service,
broadband deployment, data protection and net neutrality;
adverse changes in CenturyLinks or the combined companys access
to credit markets on favorable terms, whether caused by changes
in its financial position, lower debt credit ratings, unstable
markets or otherwise; the combined companys ability to
effectively adjust to changes in the communications industry,
and changes in the composition of its markets and product mix;
possible changes in the demand for, or pricing of, the combined
companys products and services, including

the combined companys ability to effectively respond to
increased demand for high-speed broadband service; the combined
companys ability to successfully maintain the quality and
profitability of its existing product and service offerings and
to introduce new offerings on a timely and cost-effective
basis; the adverse impact on the combined companys business and
network from possible equipment failures, service outages,
security breaches or similar events impacting its network; the
combined companys ability to maintain favorable relations with
key business partners, suppliers, vendors, landlords and
financial institutions; the ability of the combined company to
utilize net operating losses in amounts projected; changes in
the future cash requirements of the combined company; and other
risk factors and cautionary statements as detailed from time to
time in each of CenturyLinks and Level 3s reports filed with
the U.S. Securities and Exchange Commission (the SEC). There
can be no assurance that the proposed acquisition or any other
transaction described above will in fact be consummated in the
manner described or at all. You should be aware that new
factors may emerge from time to time and it is not possible for
us to identify all such factors nor can we predict the impact
of each such factor on the proposed transaction or the combined
company. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of
this document. Unless legally required, CenturyLink and Level 3
undertake no obligation and each expressly disclaim any such
obligation, to update publicly any forward-looking statements,
whether as a result of new information, future events or
otherwise.

Additional Information

CenturyLink and Level 3 plan to file a joint proxy
statement/prospectus with the SEC. INVESTORS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be able
to obtain the joint proxy statement/prospectus and the filings
that will be incorporated by reference in the joint proxy
statement/prospectus, as well as other filings containing
information about CenturyLink and Level 3, free of charge, at
the website maintained by the SEC at www.sec.gov. Copies of the
joint proxy statement/prospectus and the filings with the SEC
that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, free of charge, by
directing a request to CenturyLink, 100 CenturyLink Drive,
Monroe, Louisiana 71203, Attention: Corporate Secretary, or to
Level 3, 1025 Eldorado Boulevard, Broomfield, Colorado 80021,
Attention: Investor Relations.

Participants in the Solicitation

The respective directors and executive officers of CenturyLink
and Level 3 and other persons may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Information regarding CenturyLinks directors and
executive officers is available in its proxy statement filed
with the SEC by CenturyLink on April5, 2016, and information
regarding Level 3s directors and executive officers is
available in its proxy statement filed with the SEC by Level 3
on April7, 2016. These documents can be obtained free of charge
from the sources indicated above. Other information regarding
the interests of the participants in the proxy solicitation
will be included in the joint proxy statement/prospectus and
other relevant materials to be filed with the SEC when they
become available. This communication is not intended to and
does not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus
meeting the requirements of Section10 of the Securities Act of
1933, as amended.

Item9.01. Financial Statements and Exhibits

(d)List of Exhibits