Item 8.01 Other Events
Effective July 9, 2012, the Board of Directors (the "Board") of Level 3 Communications, Inc. (the "Company") determined that BlackRock, Inc. and those of its subsidiaries (collectively, "BlackRock") which act, or may in the future act, as managers and/or investment advisors of various investment funds and accounts (collectively, the "Funds" and, together with BlackRock, the "BlackRock Investors") are collectively an "Exempt Person" pursuant to clause (iv) of the definition of that term in the Company's Rights Agreement, dated as of April 10, 2011, between the Company and Wells Fargo Bank, N.A., as rights agent (as amended effective as of March 15, 2012, the "Rights Agreement").

The Rights Agreement is in place to deter acquisitions of the Company's common stock, par value $.01 per share (the "Common Stock"), that would potentially limit the Company's ability to use its built-in losses and any resulting net loss carryforwards ("NOLs") to reduce potential future federal income tax obligations. In general terms, the rights issued under the Rights Agreement impose a significant penalty to any person, together with its Affiliates (as defined in the Rights Agreement), that acquires more than 4.9% of the Common Stock, unless such person is an "Exempt Person" or is otherwise excluded from the Rights Agreement.

BlackRock has affirmatively agreed that (i) neither BlackRock nor any of the Funds will acquire beneficial ownership of more than 4.9% of the Common Stock and (ii) the Funds do not have any formal or informal understanding among themselves, or with BlackRock, to make "coordinated acquisitions" of Common Stock such that they would be treated as a single "entity" within the meaning of
Section 1.382-3(a)(1) of the regulations of the Department of the Treasury. The Board determined to include the BlackRock Investors within the definition of "Exempt Person" so long as they remain in compliance with those agreements.

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