Amended and Restated Transaction Support Agreement by and among Lumen Technologies, Inc., Level 3 Financing, Inc., Qwest Corporation, and the Consenting Parties identified therein, dated January 22, 2024

Exhibit 10.1

SUBJECT TO FRE 408 AND EQUIVALENTS

EXECUTION VERSION

THIS AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT DOES NOT CONSTITUTE, AND SHALL NOT BE DEEMED, AN OFFER OR A SOLICITATION WITH RESPECT TO ANY SECURITIES. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS. NOTHING CONTAINED IN THIS AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT EFFECTIVE DATE ON THE TERMS DESCRIBED HEREIN, DEEMED BINDING ON ANY OF THE PARTIES HERETO.

THIS AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT DOES NOT PURPORT TO SUMMARIZE ALL OF THE TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES, AND OTHER AGREEMENTS WITH RESPECT TO THE TRANSACTIONS DESCRIBED IN THIS AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT, WHICH TRANSACTIONS WILL BE SUBJECT TO THE EXECUTION OF DEFINITIVE DOCUMENTS INCORPORATING THE TERMS AND CONDITIONS SET FORTH IN THIS AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT AND THE CLOSING OF ANY TRANSACTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTS.

AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT

This Amended and Restated Transaction Support Agreement (together with the exhibits and attachments hereto, including the Term Sheet (as defined below), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of January 22, 2024, is entered into by and among:

This Agreement collectively refers to the Company Parties and the Consenting Parties signatory hereto as the “Parties” and each individually as a “Party.”

amount identified on the signature pages hereto) and only with respect to Claims held by such trust, and, in no event shall such representations, warranties or covenants apply to (or be deemed to be made in relation to) any Claims that may be beneficially owned by other funds, accounts or clients that are managed, advised or sub-advised by such investment manager or an Affiliate of such investment manager or other trusts for which such Consenting Party is trustee. The Parties further acknowledge and agree that all representations, warranties, covenants, releases and other agreements made by any Consenting Party that is (i) an investment advisor, sub-advisor, manager of managed funds or accounts or trustee are being made solely in such Consenting Party’s capacity as an investment advisor, sub-advisor, manager to the beneficial owners of or trustee of a trust that holds the Existing Debt specified on the applicable signature pages hereto (in the amount identified on such signature pages), and shall not apply to (or be deemed to be made in relation to) such investment advisor, sub-advisor, manager or trustee in any other capacity, including, without limitation, in its capacity as an investment advisor, sub-advisor, or manager of other managed funds or accounts or trustee of other trusts or (ii) a trading desk or group of an entity, are being made solely with respect to such trading desk or group that holds Existing Debt specified on the applicable signature pages hereto (in the amount identified on such signature pages), and shall not apply to (or be deemed to be made in relation to) any other trading desk or group of such entity.

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Table of Contents

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Schedules

Exhibits

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RECITALS

WHEREAS, on October 31, 2023, the Company Parties and certain of the Initial Consenting Parties entered into that certain Transaction Support Agreement (the “Original Transaction Support Agreement”), pursuant to which such parties agreed to support and pursue the Transactions (as defined therein) on the terms and conditions set forth therein;

WHEREAS, the Company Parties, the Initial Consenting Parties, the Specified Lumen Tech Consenting Parties and each of the Existing Lumen Tech Revolving Lenders have engaged in arm’s length, good faith negotiations and reached an agreement regarding certain modifications to the Original Transaction Support Agreement on the terms set forth in this Agreement and have agreed to support and pursue the Transactions (as defined herein) that are specified in the term sheet attached as Exhibit A hereto (together with the exhibits and attachments hereto, as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Term Sheet”) in accordance with and subject to the terms and conditions set forth herein;

WHEREAS, the Company Parties indicated to the Consenting Parties that, as of the date hereof, they would not commit to the Transactions governed hereby relating to certain of the Existing Debt with any parties other than the Consenting Parties;

WHEREAS, pursuant to Section 17 of the Original Transaction Support Agreement, the Company Parties and all Initial Consenting Parties, desire to amend, restate and replace in its entirety the Original Transaction Support Agreement with this Agreement, and each of the Existing Lumen Tech Revolving Lenders party hereto and the Specified Lumen Tech Consenting Parties have agreed to become party to this Agreement as Consenting Parties, in each case, as of the Agreement Effective Date;

WHEREAS, this Agreement amends and restates the Original Transaction Support Agreement among the parties thereto in its entirety; and

WHEREAS, this Agreement sets forth the agreements among the Parties concerning their respective commitments, subject to the terms and conditions hereof, to support and implement the Transactions.

NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties, intending to be legally bound, hereby agrees as follows:

AGREEMENT

DEFINITIONS AND INTERPRETIVE MATTERS

1.    Definitions; Construction.

(a)    Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Term Sheet or as otherwise expressly set forth herein. The following terms used in this Agreement are defined as:

“Ad Hoc Group” means the ad hoc group of holders of Existing Debt represented by the Ad Hoc Group Advisors.

“Ad Hoc Group Advisors” means, collectively, Davis Polk and Houlihan Lokey.

“Additional Consenting Party” or “Additional Consenting Parties” has the meaning set forth in Section 28 hereof.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person. For the avoidance of doubt, Parties with investments managed by separate Persons shall be deemed to be Affiliates of one another if the Persons who manage their investments are themselves under common control.

“Agreement” has the meaning set forth in the preamble hereof.

“Agreement Effective Date” has the meaning set forth in Section 3 hereof.

“Alternative Transaction” means any dissolution, winding up, liquidation, receivership, assignment for the benefit of creditors, restructuring, reorganization, workout, exchange, extension, sale, disposition, merger, amalgamation, acquisition, consolidation, partnership, plan of arrangement, plan of reorganization, plan of liquidation, investment, debt investment, equity investment, tender offer, refinancing, recapitalization, share exchange, business combination, joint venture or similar transaction involving all or a material portion of the assets, debt or equity of the Company Parties and their respective subsidiaries (taken as a whole), in each case that is a bona fide alternative to the Transactions.

“Amendments” has the meaning set forth in the Term Sheet.

“Applicable Existing Debt” has the meaning set forth in Section 8(a) hereof.

“Automatic Termination Event” has the meaning set forth in Section 7(d) hereof.

“Backstop Commitment” means the commitments of each of the Consenting Parties (as in effect upon the Company’s receipt of the Subscription Notice) to fund its Backstop Commitment Percentage of the Uncommitted First Lien Amount.

“Backstop Commitment Amount” has the meaning set forth in Section 6(d) hereof.

“Backstop Commitment Percentage” means, for each Backstop Party, the percentage set forth opposite such Backstop Party’s name on Schedule 3 hereto.

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“Backstop Commitment Premium” has the meaning set forth in the Term Sheet.

“Backstop Parties” means the Consenting Parties identified on Schedule 3 hereto.

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101, et seq., as amended from time to time.

“Business Day” means any day other than a Saturday, Sunday, or any other day on which banks in New York, New York are authorized or required by law to close.

“Cahill” means Cahill Gordon & Reindel LLP.

“Claim” means (a) a right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured, or (b) a right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed undisputed, secured, or unsecured, each as set forth in section 101(5) of the Bankruptcy Code.

“Closing Conditions” has the meaning set forth in Section 3(b).

“Closing Date” shall mean the date of the satisfaction (or waiver, if applicable) of the closing conditions set forth in Section 3 hereof, the Definitive Documents and the consummation of the Transactions, including the funding of the New Money First Lien Indenture and the extension of the new Lumen Tech Superpriority Revolving Facility.

“Company” has the meaning set forth in the preamble hereof.

“Company Party” or “Company Parties” has the meaning set forth in the preamble hereof.

“Company Released Claims” has the meaning set forth in Section 10(a).

“Company Released Party” means each of: (a) the Company Parties and each of their Affiliates; (b) the predecessors, successors, and assigns of each of the foregoing; and (c) the current and former officers, directors, members, managers, partners, employees, shareholders, advisors, agents, professionals, attorneys, financial advisors, and other representatives of each of the foregoing, in each case in their capacity as such.

“Company Termination Event” has the meaning given to such term in Section 7(b) hereof.

“Consenting Lumen Tech Revolving Lenders” means, collectively, each of the undersigned Existing Lumen Tech Revolving Lenders.

“Consenting Lumen Tech Revolving Lenders Trading Desks” means, collectively, each of the Lumen Tech Revolving Lenders Trading Desks set forth on Schedule 1 hereto solely in respect of (a) subject to the proviso below the Existing Debt held thereby as of the Original Agreement Effective Date and (b) that pursuant to Section 4(i) elect in their sole discretion to become Party to this Agreement; provided, however, that with regards to ability to participate in notes exchanges, such entities shall only be deemed Consenting

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Lumen Tech Revolving Lenders Trading Desks with respect to the Existing Debt expressly identified on Schedule 1, which, with respect to the aggregate amount of Existing Level 3 Senior Secured Notes and the aggregate amount of Existing Level 3 Senior Unsecured Notes, shall not be in excess of the aggregate amount of such Existing Level 3 Senior Secured Notes or Existing Level 3 Senior Unsecured Notes, respectively, by such party on October 31, 2023.

“Consenting Lumen Tech Term A/A-1 Lenders” means, collectively, each of the undersigned Existing Lumen Tech Term A/A-1 Lenders.

“Consenting Parties” means, subject to footnote 1 hereof, collectively,

(a) each of the Consenting Parties under the Original Transaction Support Agreement and the undersigned Existing Lumen Tech Term A/A-1 Lenders, Specified Lumen Tech Consenting Parties, Consenting Lumen Tech Revolving Lenders Trading Desks, and Existing Lumen Tech Revolving Lenders that, in each case, are holders of Existing Debt, and

(b) in their capacity as such, the undersigned investment advisors, sub-advisors, or managers (together with their respective successors and permitted assigns) of discretionary accounts or other beneficial owners that hold Existing Debt, which such accounts or beneficial owners such investment advisors, sub-advisors, or managers have authority to bind or direct (in the event such Consenting Party is party to, or an Affiliate of a party to, a derivative or participation transaction that transfers the economics of ownership to such Consenting Party), and by executing this Agreement do thereby bind or direct (in the case such Consenting Party is party to, or an Affiliate of a party to, a derivative or participation transaction that transfers the economics of ownership to such Consenting Party), to the terms of this Agreement (including, for the avoidance of doubt, the Additional Consenting Parties).

“Consenting Parties Termination Event” has the meaning given to such term in Section 7(a) hereof.

“Consenting Party Released Claims” has the meaning given to such term in Section 10(b) hereof.

“control” (including the terms “controlling,” “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“Davis Polk” means Davis Polk & Wardwell LLP.

“Definitive Documents” means:

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“Election Date” has the meaning set forth in Section 6(b) hereof.

“EMEA Sale” means the disposition of the Company’s Europe, Middle East and Africa business pursuant to that certain Put Option Agreement, dated as of November 2, 2022, by and among certain affiliates of the Company and Colt Technology Services Group Limited.

“Evercore” means Evercore Group LLC.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Agents” means the administrative agent and collateral agent under (a) the Existing Lumen Tech Credit Agreement and (b) the Existing Level 3 Credit Agreement.

“Existing Debt” means (a) the Existing Lumen Tech Debt, (b) the Existing Level 3 Debt and (c) the Existing Qwest Debt.

“Existing Documents” means, collectively,

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“Existing Level 3 Credit Agreement” has the meaning set forth in the Term Sheet.

“Existing Level 3 Debt” means (a) the Existing Level 3 Term Loans, (b) the Existing Level 3 Senior Secured Notes and (c) the Existing Level 3 Senior Unsecured Notes.

“Existing Level 3 Secured Debt” has the meaning set forth in the Term Sheet.

“Existing Level 3 Senior Secured Notes” has the meaning set forth in the Term Sheet.

“Existing Level 3 Senior Secured Notes Indentures” has the meaning set forth in the Term Sheet.

“Existing Level 3 Senior Unsecured Notes” has the meaning set forth in the Term Sheet.

“Existing Level 3 Senior Unsecured Notes Indentures” has the meaning set forth in the Term Sheet.

“Existing Level 3 Term Loans” means term loans issued pursuant to the Existing Level 3 Credit Agreement.

“Existing Lumen Tech Credit Agreement” has the meaning set forth in the Term Sheet.

“Existing Lumen Tech Debt” means (a) the Existing Lumen Tech Term A/A-1 Loans, (b) the Existing Lumen Tech Term B Loans, (c) the Existing Lumen Tech Revolving Facility, (d) the Existing Lumen Tech Senior Secured Notes and (e) the Existing Lumen Tech Senior Unsecured Notes.

“Existing Lumen Tech Revolving Lenders” means the Revolving Facility Lenders (as defined in the Existing Lumen Tech Credit Agreement).

“Existing Lumen Tech Revolving Facility” means the Revolving Facility (as defined in the Existing Lumen Tech Credit Agreement).

“Existing Lumen Tech Revolving Lender Advisors” means, collectively, Cahill, Freshfields, FTI and Lazard.

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“Existing Lumen Tech Senior Secured Notes” has the meaning set forth in the Term Sheet.

“Existing Lumen Tech Senior Secured Notes Indentures” has the meaning set forth in the Term Sheet.

“Existing Lumen Tech Senior Unsecured Notes” has the meaning set forth in the Term Sheet.

“Existing Lumen Tech Senior Unsecured Notes Indentures” has the meaning set forth in the Term Sheet.

“Existing Lumen Tech Term A/A-1 Lenders” means the Term A Lenders and Term A-1 Lenders (each as defined in the Existing Lumen Tech Credit Agreement).

“Existing Lumen Tech Term A/A-1 Loans” means the Term A Loans and Term A-1 Loans (each as defined in the Existing Lumen Tech Credit Agreement).

“Existing Lumen Tech Term B Loans” means the Term B Loans (as defined in the Existing Lumen Tech Credit Agreement).

“Existing Qwest Debt” has the meaning set forth in the Term Sheet.

“Existing Revolver Exposure” has the meaning set forth in the Term Sheet.

“Existing Trustees” means the trustees under (a) the Existing Level 3 Senior Secured Notes Indentures, (b) the Existing Level 3 Senior Unsecured Notes Indentures, (c) the Existing Lumen Tech Senior Secured Notes Indentures and (d) the Existing Lumen Tech Senior Unsecured Notes Indentures, or any successor to any such Existing Trustee that has replaced it in accordance with the applicable provisions of the applicable indenture.

“Freshfields” means Freshfields Bruckhaus Deringer US LLP.

“FTI” means FTI Consulting, Inc.

“Gibson Dunn” means Gibson Dunn & Crutcher LLP.

“Houlihan Lokey” means Houlihan Lokey Capital, Inc.

“Indemnification Obligations” has the meaning set forth in Section 11(a) hereof.

“Indemnified Party” has the meaning set forth in Section 11(a) hereof.

“Initial Consenting Parties” means each Consenting Party that was a party to the Original Transaction Support Agreement on the Original Agreement Effective Date.

“Intercreditor Agreements” means one or more intercreditor agreements in form and substance reasonably satisfactory to the Majority Consenting Parties, the Majority Consenting Lumen Tech Revolving Lenders, the Majority Specified Lumen Tech Consenting Parties and the Company in connection with the Definitive Documents.

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“LatAm Sale” means the sale of its Latin American operations to an affiliate of a fund advised by Stonepeak Partners LP that closed on August 1, 2022.

“Lazard” means Lazard Frères & Co. LLC.

“Level 3 10.500% First Lien Indenture” has the meaning set forth in the Term Sheet.

“Level 3 10.750% First Lien Indenture” has the meaning set forth in the Term Sheet.

“Level 3 2029 Exchange” has the meaning set forth in the Term Sheet.

“Level 3 2030 Exchange” has the meaning set forth in the Term Sheet.

“Level 3 First Lien Credit Agreement” has the meaning set forth in the Term Sheet.

“Level 3 Second Lien Indentures” has the meaning set forth in the Term Sheet.

“Level 3 Second Lien Notes” has the meaning set forth in the Term Sheet.

“Level 3 Senior Unsecured Notes Transaction” has the meaning set forth in the Term Sheet.

“Level 3 Term Loan Transaction” has the meaning set forth in the Term Sheet.

“Losses” has the meaning set forth in Section 11(a) hereof.

“Lumen Industry” means the industries in which the Company Parties and their subsidiaries operate.

“Lumen Tech 4.125% Superpriority Indenture” has the meaning set forth in the Term Sheet.

“Lumen Tech Revolving Lenders Trading Desks” means, collectively, each of the entities constituting the trading desks or asset management arms of the Consenting Lumen Tech Revolving Lenders.

“Lumen Tech Secured Exchange” has the meaning set forth in the Term Sheet.

“Lumen Tech Superpriority Revolving Facility” has the meaning set forth in the Term Sheet.

“Lumen Tech Superpriority Revolving/Term A Credit Agreement” has the meaning set forth in the Term Sheet.

“Lumen Tech Superpriority Term B Credit Agreement” has the meaning set forth in the Term Sheet.

“Lumen Tech Superpriority Term Loan A Facility” has the meaning set forth in the Term Sheet.

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“Lumen Tech Term Loan A Transaction” has the meaning set forth in the Term Sheet.

“Lumen Tech Term Loan B Transaction” has the meaning set forth in the Term Sheet.

“Lumen Tech Unsecured Notes Transaction” has the meaning set forth in the Term Sheet.

“Majority Consenting Parties” means the Initial Consenting Parties holding a majority of the aggregate principal amount of the Existing Level 3 Debt held by the Initial Consenting Parties at the applicable time.

“Majority Consenting Lumen Tech Revolving Lenders” means the Consenting Lumen Tech Revolving Lenders holding more than 60% of the aggregate principal amount of the Existing Lumen Tech Revolving Facility held by the Consenting Lumen Tech Revolving Lenders at the applicable time.

“Majority Specified Lumen Tech Consenting Parties” means Specified Lumen Tech Consenting Parties holding both (i) a majority of the aggregate principal amount of the Existing Debt held by the Specified Lumen Tech Consenting Parties at the applicable time and (ii) a majority of the aggregate principal amount of the Existing Lumen Tech Senior Secured Notes held by the Specified Lumen Tech Consenting Parties at the applicable time.

“Material Adverse Effect” means (i) an effect, event, change, occurrence or circumstance that is materially adverse to the business, results of operations or financial condition of the Company and its subsidiaries taken as a whole or (ii) a material and adverse effect on the ability of the Company to consummate the Transactions; provided, however, that no effect, event, change, occurrence or circumstance arising or resulting from any of the following, either alone or in combination, shall constitute a Material Adverse Effect:

(a)    operating, business, regulatory, political or other trends or conditions in the Lumen Industry in the United States or elsewhere in the world;

(b)    general economic, monetary, financial, or capital, debt or credit market conditions, changes or trends (including changes in interest or exchange rates or the price of commodities or raw materials), including with respect to government spending, budgets and related matters, in each case, in the United States or anywhere else in the world;

(c)    earthquakes, floods, hurricanes, tornadoes, tsunamis, typhoons, lightning, hail storms, blizzards, droughts, cyclones, mudslides, wildfires, natural disasters or weather or other acts of nature, war or acts of war (whether or not declared), civil unrest, riots, civil disobedience, sabotage, terrorism, military actions, manmade disasters or other natural disasters, acts of God or other force majeure events or occurrences, hostilities, whether perpetrated or encouraged by a state or non-state actor or actors, cyberattacks (including phishing scams or malware attacks), pandemics (including SARS-CoV-2 or COVID-19 (and all related strains and sequences)), and any evolutions, variants or mutations thereof or related or associated epidemics, pandemics, public health emergencies or disease outbreaks, epidemics or other outbreaks of diseases, quarantine restrictions or other public health event (or escalation or worsening of any of the foregoing);

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(d)    the negotiation, execution, announcement, pendency or performance of this Agreement or the consummation of the Transactions contemplated hereby (including any litigation relating to or resulting from this Agreement, the Transactions or the other transactions contemplated hereby or any downgrade in any rating assigned to any security of or any Company Party), including the impact thereof on relationships, contractual or otherwise, with, actual or potential loss or impairment of business relationships with, third parties with whom the Company and its subsidiaries interact, including, without limitation, governmental entities, clients, customers, suppliers, distributors, partners, financing sources, employees and/or independent contractors, and/or on revenue, profitability and/or cash flows;

(e)     any change in laws or GAAP or other applicable accounting rules, or the interpretation thereof;

(f)    any decline in the stock price of the common stock, par value $1.00 per share, of the Company, or the failure of the financial or operating performance of the Company or any of its business segments to meet internal or analyst projections, forecasts or budgets for any period (provided that this clause (f) shall not be construed as implying that the Company is making any representation or warranty herein with respect to any internal or analyst projections, forecasts or budgets and no such representations or warranties are being made); and

(g)    any actions taken or not taken by the Company Parties or any of their subsidiaries pursuant to this Agreement or permitted under this Agreement or with consent pursuant to the terms of this Agreement;

provided, however, that in the case of the foregoing clauses (a), (b), (c) and (e), only to the extent such effects, events, changes, occurrences, or circumstances do not materially disproportionately impact the Company and its subsidiaries, taken as a whole, as compared to other Persons operating in the Lumen Industry.

“Mutual Termination Event” has the meaning set forth in Section 7(c) hereof.

“New Money Commitment” means the commitments of the Consenting Parties set forth on Schedule 2 hereto to fund the New Money First Lien Indenture on the Closing Date, subject to the terms and conditions of this Agreement.

“New Money Commitment Amount” has the meaning set forth in Section 6(a) hereof.

“New Money Commitment Percentage” has the meaning set forth in Section 6(a) hereof.

“New Money First Lien Indenture” has the meaning set forth in the Term Sheet.

“New Money First Lien Notes” has the meaning set forth in the Term Sheet.

“Open Trade” means a written transaction, agreement, or other arrangement under which a Party to this Agreement is entitled or obligated to Transfer or receive a Transfer of any Existing Debt, with a trade date on or prior to the applicable date of determination.

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“Original Agreement Effective Date” means the Agreement Effective Date of the Original Transaction Support Agreement.

“Original Transaction Support Agreement” has the meaning set forth in the recitals hereof.

“Other Consenting Parties” means each Consenting Party that becomes party to this Agreement after the Agreement Effective Date as determined by the Company in its sole discretion.

“Other Released Parties” means each of (a) the Consenting Parties, the Existing Agents and each of their respective Affiliates, (b) the predecessors, successors, and assigns of each of the foregoing, and (c) the current and former officers, directors, members, managers, partners, employees, shareholders, advisors, agents, professionals, attorneys, financial advisors, and other representatives of each of the foregoing, in each case in their capacity as such.

“Party” or “Parties” has the meaning set forth in the preamble hereof.

“Permitted Transferee” has the meaning set forth in Section 8(a) hereof.

“Person” means an individual, partnership, joint venture, limited liability company, corporation, trust, unincorporated organization, group, or any other legal entity or association.

“Public Disclosure” has the meaning set forth in Section 25(a) hereof.

“Related Fund” means, with respect to a Backstop Party, any Affiliates (including at the institutional level) of such Backstop Party or any fund, account (including any separately managed accounts) or investment vehicle that is controlled, managed, advised or sub-advised by such Backstop Party, an Affiliate of such Backstop Party or by the same investment manager, advisor or subadvisor as such Backstop Party or an Affiliate of such Backstop Party.

“Related Party” and “Related Parties” means, with respect to an Indemnified Party, any (or all, as the context may require) of such Indemnified Party’s affiliates and controlling persons and its or their respective officers, directors, partners, employees, managed funds and accounts, shareholders, advisors, agents, representatives, attorneys and controlling persons.

“Required Threshold” has the meaning set forth in Section 3 hereof.

“Revolver Transaction” has the meaning set forth in the Term Sheet.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Specified Default” means, with respect to an individual Consenting Party, a breach by such Consenting Party of Section 5(d), 5(j), 5(k) or 5(l) hereof.

“Specified Lumen Tech Consenting Parties” means the holders of Existing Debt represented by Evercore and Gibson Dunn that are party to this Agreement as of the Agreement

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Effective Date or that pursuant to Section 4(j) become party to this Agreement after the date hereof; provided, however, that with regards to ability to participate in notes exchanges with the Existing Level 3 Senior Secured Notes and Existing Level 3 Senior Unsecured Notes held thereby, such entities shall only be deemed Specified Lumen Tech Consenting Parties in amounts of such notes that were held thereby on the Original Agreement Effective Date as expressly identified on their signature page to this Agreement.

“Specified Lumen Tech Consenting Parties Advisors” means, collectively, Evercore and Gibson Dunn.

“Specified Lumen Tech Secured Notes Transaction” has the meaning set forth in the Term Sheet.

“Subscription Notice” has the meaning set forth in Section 6(b) hereof.

“Supplemental Indentures” has the meaning set forth in the Term Sheet.

“Term Loan Transactions” means (a) the Level 3 Term Loan Transaction, (b) the Lumen Tech Term Loan A Transaction and (c) the Lumen Tech Term Loan B Transaction.

“Term Sheet” has the meaning set forth in the recitals hereof.

“Termination Date” has the meaning set forth in Section 7(e) hereof.

“Termination Event” means any of a Consenting Parties Termination Event, a Company Termination Event, a Mutual Termination Event, or an Automatic Termination Event.

“Transactions” means the transactions as described in this Agreement including, without limitation,

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“Transfer” or “Transferred” has the meaning set forth in Section 8(a) hereof.

“Transferor” has the meaning set forth in Section 8(a) hereof.

“Uncommitted First Lien Amount” means to the extent greater than zero, the aggregate amount of notes to be issued under the New Money First Lien Indenture less the aggregate amount of notes to be issued under the New Money First Lien Indenture that Consenting Parties subscribe to purchase pursuant to duly submitted Subscription Notices.

“Wachtell Lipton” means Wachtell, Lipton, Rosen & Katz.

(b)    In this Agreement, unless the context otherwise requires;

(i)    references to Sections, Exhibits and Schedules are references to the articles and sections or subsections of, and the exhibits and schedules attached to, this Agreement;

(ii)    references in this Agreement to “writing” or comparable expressions include a reference to a written document transmitted by means of electronic mail, in portable document format (pdf), facsimile transmission or comparable means of communication;

(iii)    words expressed in the singular number shall include the plural and vice versa; words expressed in the masculine shall include the feminine and neuter gender and vice versa;

(iv)    the words “hereof,” “herein,” “hereto” and “hereunder,” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including all Exhibits and Schedules attached to this Agreement, and not to any specific provision of this Agreement;

(v)    the term this “Agreement” shall be construed as a reference to this Agreement as the same may have been, or may from time to time be, amended, modified, varied, novated or supplemented;

(vi)    “include,” “includes” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words;

(vii)    references to “day” or “days” are to calendar days;

(viii)    unless otherwise specified, references to a statute mean such statute as amended from time to time and include any successor legislation thereto and any rules or regulations promulgated thereunder in effect from time to time; and

(ix)    references to “dollars” or “$” refer to the currency of the United States of America, unless otherwise expressly provided.

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2.    Definitive Documents; Incorporation by Reference; Amendment to the Original Transaction Support Agreement.

(a)    The Definitive Documents shall be consistent in all respects with the terms as set forth in the Term Sheet and, except as expressly set forth in such Term Sheet, shall be on terms substantially consistent with and not less favorable to the Company Parties or the Consenting Parties than the Existing Documents; provided that notwithstanding anything to the contrary herein, the Company shall have sole discretion to determine the form and substance of all amendments or modifications relating to covenants, prepayments, other “majority consent” matters, collateral, any releases of liens or guarantees, or subordination of any kind with respect to Existing Debt modified by the Amendments (including, for the avoidance of doubt, the Supplemental Indentures) and documents related thereto; provided, further, for the avoidance of doubt, that no such amendment or modification shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent under the Existing Lumen Tech Credit Agreement or the Existing Level 3 Credit Agreement without the prior written consent of such Administrative Agent or Collateral Agent, as applicable. The Definitive Documents and every other document, deed, agreement, indenture, filing, notification, letter or instrument related to the Transactions shall contain terms, conditions, representations, warranties and covenants consistent with the terms of this Agreement.

(b)    The exhibits hereto are fully incorporated by reference herein and are made a part of this Agreement as if fully set forth herein, and all references to this Agreement shall include and incorporate all exhibits hereto; provided, however, that (i) to the extent that there is a conflict between this Agreement (excluding the Term Sheet), on the one hand, and the Term Sheet, on the other hand, the terms and provisions of the Term Sheet shall govern and, (ii) to the extent that there is a conflict between the Term Sheet, on the one hand, and any of the Definitive Documents, on the other hand, the terms and provisions of any such Definitive Document shall govern. Neither this Agreement nor any provision hereof may be modified, waived, amended, or supplemented, except in accordance with Section 17 hereof.

(c)    As of the date hereof, the Parties and Initial Consenting Parties (other than the Consenting Lumen Tech Revolving Lenders, it being understood they have not engaged in relevant analysis in connection with this Section 2(c)) do not expect the Transactions to cause a “significant modification” (within the meaning of Treasury Regulations Section 1.1001-3) for U.S. federal income tax purposes of any of the (i) Existing Lumen Tech Term B Loans, (ii) Existing Lumen Tech Senior Secured Notes or (iii) Existing Level 3 Senior Unsecured Notes. The Parties agree to cooperate in good faith to structure and modify the terms of the Transactions as necessary to ensure the Transactions do not cause a “significant modification” (within the meaning of Treasury Regulations Section 1.1001-3) for U.S. federal income tax purposes of any of the (i) Existing Lumen Tech Term B Loans, (ii) Existing Lumen Tech Senior Secured Notes or (iii) Existing Level 3 Senior Unsecured Notes, as determined in good faith by the Company Parties and the Majority Consenting Parties; provided that the modified terms are not materially less favorable to (1) the Consenting Parties (other than the Consenting Lumen Tech Revolving Lenders and the Specified Lumen Tech Consenting Parties), as determined in good faith by the Majority Consenting Parties (2) the Consenting Lumen Tech Revolving Lenders, as determined in good faith by the Majority Consenting Lumen Tech Revolving Lenders, (3) the Specified Lumen Tech Consenting Parties, as determined in good faith by the Majority Specified Lumen Tech Consenting Parties, and (4) the Company Parties or the Company’s Affiliates, as determined in good faith by the Company Parties.

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(d)    The Majority Consenting Parties and the Company acknowledge that this Agreement is an amendment to the Original Transaction Support Agreement in accordance with the terms thereof and that all Consenting Parties to the Original Transaction Support Agreement are bound to the terms of this Agreement regardless of whether such Consenting Parties deliver signature pages to this Agreement.

CLOSING

3.    Agreement Effective Date; Conditions to Closing.

(a)    This amended and restated Agreement shall become effective upon the execution by the Company on the date hereof (such date, the “Agreement Effective Date”).

(b)    The obligations of the Company Parties (but not, for the avoidance of doubt, the Consenting Parties) to effect the Transactions are subject to the satisfaction or waiver at or prior to the closing of the Transactions of the following conditions (the “Closing Conditions”):

(i)    the execution and delivery of applicable Definitive Documents by the holders of at least 50.1% of the Existing Level 3 Term Loans;

(ii)    the execution and delivery of applicable Definitive Documents by the holders of at least 66.7% of the Existing Level 3 3.400% Senior Secured Notes due 2027;

(iii)    the execution and delivery of applicable Definitive Documents by the holders of at least 66.7% of the Existing Level 3 3.875% Senior Secured Notes due 2029;

(iv)    the execution and delivery of the applicable Definitive Documents by the holders of at least 50.1% of the Existing Level 3 10.500% Senior Secured Notes due 2030;

(v)    the execution and delivery of the applicable Definitive Documents by the holders of at least 50.1% of Existing Level 3 3.625% Senior Unsecured Notes due 2029:

(vi)    the execution and delivery of the applicable Definitive Documents by the holders of at least 50.1% of the Existing Level 3 3.750% Senior Unsecured ESG Notes due 2029;

(vii)    the execution and delivery of the applicable Definitive Documents by the holders of at least 50.1% of the Existing Level 3 4.250% Senior Unsecured Notes due 2028;

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(viii)    the execution and delivery of the applicable Definitive Documents by the holders of at least 50.1% of the Existing Level 3 4.625% Senior Unsecured Notes due 2027;

(ix)    the execution and delivery of the applicable Definitive Documents by the holders of 100% of the Existing Lumen Tech Revolving Facility;

(x)    the execution and delivery of the applicable Definitive Documents by the holders of at least 95% of the Existing Lumen Tech Term A/A-1 Loans;

(xi)    the execution and delivery of the applicable Definitive Documents by the holders of at least 50.1% of the Existing Lumen Tech Term B Loans;

(xii)    the execution and delivery of the applicable Definitive Documents by the holders of at least 66.7% of the Existing Lumen Tech Senior Secured Notes prior to giving effect to any exchange transaction into such notes after the date hereof (the thresholds set forth in the foregoing clauses (i) through (xii) as to any tranche, the “Required Thresholds”); and

(xiii)    100% of the Existing Lumen Tech Revolving Lenders agree to participate on a pro rata basis based on the commitments of each such Existing Lumen Tech Revolving Lender as of the Agreement Effective Date in the Lumen Tech Superpriority Revolving Facility and Lumen Tech Superpriority Term Loan A Facility.

COVENANTS

4.    Commitments of the Company Parties. Subject to the terms and conditions of this Agreement, each Company Party agrees that it shall (and shall cause each of its direct and indirect subsidiaries to), so long as no Termination Event has occurred:

(a)    support and take all commercially reasonable actions necessary to facilitate the implementation and consummation of the Transactions, including, without limitation, (i) taking all commercially reasonable actions to support and complete the Transactions and all other commercially reasonable actions contemplated in connection therewith and under the Definitive Documents, (ii) taking all commercially reasonable actions to obtain any and all required governmental, regulatory and/or third-party approvals or consents for the implementation and consummation of the Transactions and (iii) refraining from taking any actions inconsistent with, and not failing or omitting to take an action that is required by, this Agreement or the Definitive Documents;

(b)    negotiate in good faith the Definitive Documents with the respective Parties thereto and execute and deliver each Definitive Document to which it is to be a party and consummate the Transactions, in each case as promptly as reasonably practicable; provided that notwithstanding anything to the contrary herein, the Company Parties shall not be required to enter into Definitive Documents on any terms less favorable to any Company Party than those terms contemplated by this Agreement (including the Term Sheet and exhibits and annexes thereto);

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(c)    using reasonable best efforts to close the Transactions by no later than February 15, 2024, or as soon as reasonably practicable thereafter;

(d)    promptly provide the Majority Consenting Parties, the Majority Consenting Lumen Tech Revolving Lenders and the Majority Specified Lumen Tech Consenting Parties, with any documentation or information that is reasonably requested by the Majority Consenting Parties, Majority Consenting Lumen Tech Revolving Lenders or Majority Specified Lumen Tech Consenting Parties, as applicable, or is reasonably necessary to consummate the Transactions, including “know your customer” and like materials, which documentation and information shall be subject to any confidentiality restrictions to which the Consenting Party may be subject;

(e)    promptly pay when due all the reasonable and documented and invoiced fees, costs, and out-of-pocket expenses of the Ad Hoc Group Advisors, Existing Lumen Tech Revolving Lender Advisors and the Specified Lumen Tech Consenting Parties Advisors, in accordance with their respective engagement letters, fee reimbursement letters and/or fee letters entered into with the Company (if any) or the Existing Lumen Tech Credit Agreement (without duplication);

(f)    without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, each Company Party shall not (and shall cause each of its direct and indirect subsidiaries not to) between the date of this Agreement and the Closing Date:

(i)    declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of the capital stock of Lumen, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any shares of Lumen capital stock (other than pursuant to the Company Parties’ executive compensation plans or long term incentive plans or the Lumen preferred stock);

(ii)    sell, lease or otherwise transfer, or create or incur any lien on, any of the Company’s assets, securities, properties, interests or businesses material to the Company Parties, other than as permitted under the Existing Documents;

(iii)    make any loans, advances or capital contributions to, or investments in, any other Person material to the Company Parties, other than as permitted under the Existing Documents;

(iv)    make any material payment in satisfaction of any Existing Debt other than (x) regularly scheduled payments of interest and principal and (y) in respect of the revolving loans or reimbursement of letters of credit under the Existing Lumen Tech Credit Agreement; or

(v)    create, incur, assume or otherwise be liable with respect to any indebtedness for borrowed money or guarantees thereof (other than with respect to the Existing Debt), other than as permitted under the Existing Documents;

(g)    except to the extent prohibited by applicable law or confidentiality restrictions, notify the Ad Hoc Group Advisors, Existing Lumen Tech Revolving Lender Advisors and

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Specified Lumen Tech Consenting Parties Advisors as promptly as reasonably possible (but in no event later than three (3) Business Days after the applicable occurrence) as to:

(i)    the receipt or rejection of any material authorizations (including any consents) from any competent judicial body, governmental authority, banking, taxation, supervisory or regulatory body or any stock exchange that are required for the implementation and consummation of the Transactions;

(ii)    any material governmental or third party complaints, litigations, investigations, or hearings that a Company Party has actual knowledge of;

(iii)    any event or circumstance that a Company Party has actual knowledge of that has occurred, or that is reasonably likely to occur (and if it did so occur), that would reasonably be expected to result in the termination of this Agreement and/or any Consenting Parties Termination Event;

(iv)    any notice of any commencement of any involuntary insolvency proceedings of any Company Party, or material legal suit for payment of debt or securement of security from or by any Person in respect of the Company;

(v)    any material representation or statement made or deemed to be made by any Company Party under this Agreement which is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, to the extent actually known by such Company Party; and

(vi)    any material breach of any of any Company Party’s material obligations or covenants set forth in this Agreement, to the extent actually known by such Company Party; and

(h)    promptly provide the Ad Hoc Group Advisors, the Existing Lumen Tech Revolving Lender Advisors and the Specified Lumen Tech Consenting Parties Advisors, upon reasonable advance notice to the Company, timely responses to all reasonable diligence requests and any documentation or information that is reasonably requested in writing by the Ad Hoc Group Advisors, the Existing Lumen Tech Revolving Lender Advisors or the Specified Lumen Tech Consenting Parties Advisors, for purposes of negotiating, documenting and effectuating the Transactions, subject to any confidentiality restrictions to which the Ad Hoc Group Advisors or the Existing Lumen Tech Revolving Lender Advisors, may be subject.

(i)    notwithstanding the provisions of Section 28 hereof, allow Lumen Tech Revolving Lenders Trading Desks set forth on Schedule 1 hereto to become party to this Agreement as Consenting Lumen Tech Revolving Lenders Trading Desks during the period commencing on the Public Disclosure (as defined below) and ending ten (10) Business Days thereafter, and in the event that a Company Party does not allow a Lumen Tech Revolving Lender Trading Desk to become a party to this Agreement, then the Consenting Lumen Tech Revolving Lender associated with such Lumen Tech Revolving Lender Trading Desk shall have the right upon five (5) Business Days’ notice to terminate this Agreement as to itself to extent not cured by the Company in such notice period.

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(j)    notwithstanding the provisions of Section 28 hereof, allow the holders of Existing Lumen Tech Term A/A-1 Loans, Existing Lumen Tech Senior Secured Notes, Existing Lumen Tech Term B Loans, and Existing Level 3 Term Loans (x) that are represented by Gibson Dunn and Evercore and (y) with holdings as set forth the schedule provided by Gibson Dunn and Evercore to Lumen on January 21, 2024, to become party to this Agreement as Specified Lumen Tech Consenting Parties; provided that notes held thereby will not be permitted to participate in the Level 3 Senior Unsecured Notes Transaction, the Level 3 2029 Exchange, the Level 3 2030 Exchange, the Lumen Tech Secured Exchange, or the Lumen Tech Unsecured Notes Transaction unless consented to by the Company in its sole discretion.

5.    Commitments of the Consenting Parties. Subject to the terms and conditions of this Agreement, each Consenting Party (severally and not jointly) and solely in its capacity as a holder of Existing Debt (as applicable) and not in any other capacity agrees (except to the extent that taking or refraining from taking any action, as applicable, would be inconsistent with applicable law, regulation or court order) that it shall, so long as no Termination Event has occurred:

(a)    with respect to the Transactions in which it is a participant, support and take all commercially reasonable actions necessary or reasonably requested by the Company to facilitate the implementation and consummation of the Transactions, including, without limitation:

(i)    taking all commercially reasonable actions to support and complete the Transactions and all other actions contemplated in connection therewith and in this Agreement and under the Definitive Documents;

(ii)    taking all commercially reasonable actions to obtain any and all required regulatory approvals and third party approvals for the Transactions;

(iii)    refraining from taking any actions inconsistent with, and not failing or omitting to take an action that is required by, this Agreement or the Definitive Documents;

(iv)    directing, and, if reasonably requested, providing indemnities in connection therewith, the Existing Agents and the Existing Trustees or other agents appointed from time to time under the Existing Documents, as applicable, to enter into, execute and effect the Amendments (including any Supplemental Indentures) and Intercreditor Agreements, as applicable, including without limitation to any Auction Manager (as defined in the Existing Lumen Tech Credit Agreement) or other agent or manager appointed by Lumen in connection with a Purchaser Offer (as defined in the Existing Lumen Tech Credit Agreement) or other loan repurchase; provided that the failure to provide any such indemnity on grounds of impracticability or after using commercially reasonable efforts shall not constitute a breach of this Agreement;

(v)    if requested by the Company, facilitating the replacement of the Existing Trustees, as applicable, in connection with the consummation of the Transactions (with replacement trustees reasonably acceptable to the Company and the Majority Consenting Parties and any replacement trustee for the Existing Lumen Tech Senior Secured Notes reasonably acceptable to the Majority Specified Lumen Tech Consenting Parties);

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(vi)    facilitating the execution, delivery, consummation and settlement of the Transactions; and

(b)    on a timely basis, negotiate in good faith the Definitive Documents with the Company and execute and deliver each Definitive Document to which it is to be a party;

(c)    use reasonable best efforts to close the Transactions by no later than February 15, 2024, or as soon as reasonably practicable thereafter;

(d)    provide all of its consents required for the consummation of the Transactions;

(e)    not (i) object to, delay or impede the Transactions or the implementation thereof or initiate any legal proceedings that are inconsistent with, or that would delay, prevent, frustrate, or impede the approval, solicitation, or consummation of, the Transactions, the Definitive Documents, or any other transactions outlined therein or in this Agreement, or take any other action that is barred by this Agreement; (ii) vote for, consent to, support or participate in the formulation of any other restructuring, exchange or settlement of any Existing Debt or other transaction that is inconsistent with this Agreement or the Transactions; or (iii) solicit, encourage, or direct any Person to undertake any action set forth in clauses (i) and (ii) of this subsection (e);

(f)    not to incur or suffer to exist any lien, charge, encumbrance, participation, security interest, adverse claim or any other restriction that would prevent such Consenting Party’s performance of its obligations contained in this Agreement at the time such obligations are required to be performed;

(g)    except to the extent prohibited by applicable law, notify the Company, the Ad Hoc Group Advisors, the Existing Lumen Tech Revolving Lender Advisors and the Specified Lumen Tech Consenting Parties Advisors as promptly as reasonably possible (but in no event later than three (3) Business Days after the applicable occurrence) as to:

(i)    any event or circumstance that such Consenting Party has actual knowledge of that has occurred, or that is reasonably likely to occur (and if it did so occur), that would permit any Consenting Party to terminate, or could reasonably be expected to result in the termination of, this Agreement and/or any Company Termination Event;

(ii)    any material representation or statement made or deemed to be made by such Consenting Party under this Agreement which is or proves to have been incorrect or misleading in any material respect when made or deemed to be made, to the extent actually known by such Consenting Party; and

(iii)    any breach of any of its obligations or covenants set forth in this Agreement;

(h)    not instruct the Existing Agents or the Existing Trustees to take any action, or to refrain from taking any action, that would be inconsistent in any respect with this Agreement or the Transactions;

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(i)    upon the receipt of any necessary notices from the Company Parties in accordance with the Existing Lumen Tech Credit Agreement, timely effectuate the cancellation or termination of its Existing Revolver Exposure as part of the Revolver Transaction, including with respect to any Existing Revolver Exposure for which the Consenting Party serves (now or hereafter) as nominee, investment manager, or advisor for beneficial holders thereof;

(j)    if applicable, timely participate with respect to all of its Existing Level 3 Senior Unsecured Notes permitted to participate in the Level 3 Senior Unsecured Notes Transaction, including with respect to any Existing Level 3 Senior Unsecured Notes permitted to participate for which the Consenting Party serves (now or hereafter) as nominee, investment manager, or advisor for beneficial holders thereof and not withdraw or revoke its participation with respect to such Existing Level 3 Senior Unsecured Notes;

(k)    if applicable, timely assign (or cause to be assigned), to the extent permitted hereunder, to the Company for cancellation all of its Existing Level 3 Term Loans, Existing Lumen Tech Term A/A-1 Loans, and Existing Lumen Tech Term B Loans as part of the Term Loan Transactions, including with respect to any Existing Level 3 Term Loan or Existing Lumen Tech Term Loan for which the Consenting Party serves (now or hereafter) as nominee, investment manager, or advisor for beneficial holders thereof and not withdraw or revoke its assignment with respect to such Existing Level 3 Term Loan or Existing Lumen Tech Term Loan; and

(l)    if applicable, timely participate in, and provide consents under, the Level 3 2029 Exchange and Level 3 2030 Exchange, to the extent permitted hereunder, in accordance with the applicable procedures set forth in the related consent solicitation statement and any other documents related thereto (e.g., notices, ballots, or other election forms), including with respect to any Existing Level 3 Senior Secured Notes and the Existing Lumen Tech Senior Secured Notes for which the Consenting Party serves (now or hereafter) as nominee, investment manager, or advisor for beneficial holders thereof and not withdraw or revoke its consent with respect to such notes.

COMMITMENTS

6.    New Money Commitment; Backstop Commitment.

(a)    Each Consenting Party shall have a right, but not the obligation (the “New Money Subscription Right”), subject to the terms and conditions of this Agreement, to fund in cash on the Closing Date a portion of the aggregate principal amount of notes to be issued under the New Money First Lien Indenture.

(b)    Each such Consenting Party that exercises its New Money Subscription Right to subscribe to purchase (or to have any of its Affiliates subscribe to purchase) notes to be issued under the New Money First Lien Indenture, in a principal amount not to exceed $250 million at any time on or prior to the Agreement Effective Date (the “Election Date”) shall provide a duly executed written notice to the Company and the Ad Hoc Group Advisors in the form of Exhibit D to the Original Transaction Support Agreement (each, a “Subscription Notice” and each Consenting Party delivering such notice, a “Subscribing Party”). The Subscribing Parties and the amounts subscribed thereby are set forth on Schedule 2 hereto. By delivering a Subscription

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Notice, the Subscribing Party is committing to purchase on the Closing Date, subject to the terms and conditions of this Agreement, up to the aggregate principal amount of notes to be issued under the New Money First Lien Indenture set forth in such Subscription Notice. In the event that any such Consenting Party fails to provide such written notice in accordance with this Section 6(b), such Consenting Party shall be deemed to have irrevocably waived its right to provide any portion of the aggregate principal amount of the New Money First Lien Indenture.

(c)    In the event that Subscription Notices are received by the Company and the Ad Hoc Group Advisors at or prior to the Agreement Effective Date in excess of the aggregate principal amount of the notes to be issued under the New Money First Lien Indenture, then the amounts allocated to the Consenting Parties who duly submitted Subscription Notices shall be reduced ratably by first giving priority to the amounts set forth in the Subscription Notices submitted by Consenting Parties based on holdings of Existing Level 3 Debt and, second, giving priority to the amounts set forth in the Subscription Notices submitted by other Consenting Parties based on holdings of Existing Debt other than Existing Level 3 Debt.

(d)    On the terms, subject to the conditions and limitations, and in reliance on the representations and warranties set forth in this Agreement and the Term Sheet, each of the Backstop Parties, severally and not jointly, hereby commits to purchase in cash on the Closing Date its Backstop Commitment of the notes issued under the New Money First Lien Indenture (with respect to each Backstop Party, the amount that it is required to purchase pursuant to this Section 6(d) is referred to herein as its “Backstop Commitment Amount”), which Backstop Commitment Percentage is set forth on Schedule 3 hereto. The commitments of the Backstop Parties are several, not joint, obligations of the Backstop Parties, such that no Backstop Party shall be liable or otherwise responsible for the Backstop Commitment Amount of any other Backstop Party.

(e)    [reserved]

(f)    Notwithstanding the foregoing or anything to the contrary herein, in the event any Subscribing Party (other than a Backstop Party) fails to fund all or any portion of its New Money Commitment on the Closing Date, the Backstop Parties shall, subject to the terms and conditions of this Agreement, in addition to funding their respective New Money Commitment Amount fund such defaulting Subscribing Party’s New Money Commitment Amount on the Closing Date ratably based on their respective Backstop Commitment Percentage.

(g)    As consideration for the commitments and agreements of the Backstop Parties hereunder, the Company Parties shall pay or cause to be paid to the Backstop Parties the Backstop Commitment Premium as set forth in the Term Sheet, which Backstop Commitment Premium shall be due and payable on, and subject to the occurrence of, the Closing Date and the funding of the New Money First Lien Indenture and the consummation of the Transactions. For the avoidance of doubt, subject to the prior sentence, the Backstop Commitment Premium will be deemed fully earned and payable regardless of the amount of the Uncommitted First Lien Amount (if any) actually funded by the Backstop Parties.

(h)    The Consenting Parties reserve the right to designate one or more Affiliates (including, without limitation, funds, entities, accounts and clients managed or advised by such

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Consenting Party) to exercise all or a portion of their New Money Subscription Right or provide all or a portion of their Backstop Commitment Amount; provided, the foregoing shall not release any Consenting Party of its commitments or obligations hereunder and any failure of an Affiliate of a Consenting Party to fund (or cause to be funded) the applicable portion of the New Money First Lien Indenture on the Closing Date shall be deemed a breach of this Section 6 by such Consenting Party; provided, further, the Backstop Parties reserve the right to transfer all or a portion of their respective Backstop Commitment Premium or their respective Backstop Commitment, as applicable, to designated Affiliates in accordance with this paragraph.

(i)    Notwithstanding anything to the contrary in this Agreement, each Backstop Party may transfer all or any portion of its Backstop Commitment to any Related Fund of such Backstop Party (each, a “Related Purchaser”), or to another existing Backstop Party (or any of its Related Funds, collectively, “Existing Backstop Party Purchasers”), provided that such Backstop Party shall deliver to the Company, Wachtell Lipton, and Davis Polk a joinder to this Agreement, substantially in the form attached hereto as Exhibit E, executed by such transferee and the Company (to the extent such transferee is not already a party to this Agreement). A transfer of a Backstop Commitment made pursuant to this provision shall relieve such transferring Backstop Party from its obligations under this Agreement with respect to such Backstop Commitment.

(j)    Notwithstanding anything to the contrary in this Agreement, each Backstop Party shall have the right to transfer all or any portion of its Backstop Commitment to any Person that is not a Related Purchaser or an Existing Backstop Party Purchaser, (each of the Persons to whom such a transfer is made, a “New Purchaser”, and each such transfer, an “Outside Transfer”), provided that other than Outside Transfers for the purpose of complying with applicable tax or regulatory requirements that may preclude or prohibit a Backstop Party from fulfilling their Backstop Commitments hereunder, in whole or in part (any such Outside Transfer, a “Permitted Outside Transfer”), such Outside Transfer shall be subject to the prior written consent of Company (such consent not to be unreasonably withheld and shall be deemed to have been given if Company does not affirmatively object to a proposed Outside Transfer by such Backstop Party within five (5) Business Days following notification in writing to counsel to Wachtell Lipton, and the Davis Polk of such proposed Outside Transfer); provided, further, that such Backstop Party shall deliver to the Company, and Davis Polk a joinder to this Agreement, substantially in the form attached hereto as Exhibit E, executed by such transferee and the Company. A transfer of New Money Commitment made pursuant to this provision shall relieve such transferring Backstop Party from its obligations under this Agreement with respect to such Backstop Commitment.

(k)    Each Consenting Party agrees that this Section 6 is a binding and enforceable agreement with respect to its New Money Commitments and Backstop Commitments.

(l)    On the terms, subject to the conditions and limitations, and in reliance on the representations and warranties set forth in this Agreement and the Term Sheet, each of the Parties set forth on Schedule 2 hereto, severally and not jointly, hereby commits to purchase in cash on the Closing Date an amount of notes issued under the New Money First Lien Indenture as set forth on Schedule 2. The commitments of the Parties set forth in this Section 6(l) are several, not joint, obligations, such that no Party shall be liable or otherwise responsible for the commitment set forth in this Section 6(l) of any other Party.

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TERMINATION

7.    Termination.

(a)    Termination by the Consenting Parties. This Agreement may be terminated by either the Majority Consenting Parties, the Majority Consenting Lumen Tech Revolving Lenders or the Majority Specified Lumen Tech Consenting Parties, in their respective sole and absolute discretion, upon three (3) days’ prior written notice thereof to all of the Parties, upon the occurrence of any of the following events (each, an “Consenting Parties Termination Event”):

(i)    a material breach by any Company Party of any of its representations, warranties, covenants, or obligations set forth in this Agreement or any other agreement to be entered into in connection with the Transactions that (if susceptible to cure) remains uncured for a period of five (5) Business Days after the receipt by the Ad Hoc Group Advisors and the Existing Lumen Tech Revolving Lender Advisors of written notice of such breach; provided that nothing in this Section 7(a)(i) shall impair the Consenting Parties’ ability to terminate this Agreement pursuant to the remaining provisions in this Section 7(a); provided, further, that the notice and cure period contained in this Section 7(a)(i) shall run concurrently with the notice period contained in Section 7(a) hereof;

(ii)    any Definitive Document does not comply with Section 2 of this Agreement;

(iii)    any Company Party (x) (1) publicly announces its intention to pursue, or (2) consummates, or enters into a binding agreement to consummate, in each case, an Alternative Transaction or (y) publicly announces its intention to not pursue the Transactions;

(iv)    solely in the event that both (x) the Company duly exercises its option to extend the date set forth in Section 7(d)(i) to a date after February 29, 2024 and (y) as a result thereof, closing occurs on or after March 1, 2024, there shall have occurred any event or condition that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect as compared to the date hereof.

(v)    the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction of, any ruling or order making illegal or otherwise enjoining, preventing, or prohibiting the consummation of a material portion of the Transactions, which legal action, ruling or order has not been withdrawn or discharged after thirty (30) days; or

(vi)    the termination of this Agreement in accordance with its terms by the Company.

(b)    Termination by the Company. This Agreement may be terminated by the Company, in its sole and absolute discretion, on behalf of each of the Company Parties, as to all Parties, except with respect to clause (vii) below upon three (3) days’ prior written notice thereof

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to all of the Parties, upon the occurrence of any of the following events (each, a “Company Termination Event”):

(i)    the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction of, or the initiation or threatened initiation of any legal action by any governmental authority seeking, any ruling or order making illegal or otherwise enjoining, preventing, or prohibiting the consummation of a material portion of the Transactions, which legal action, threatened initiation of a legal action, ruling or order has not been withdrawn or discharged after thirty (30) days;

(ii)    the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction of, any ruling or order making illegal or otherwise enjoining, preventing, or prohibiting a Company Party or any affiliate of a Company Party from making any transfer or distribution, which legal action, ruling or order has not been withdrawn or discharged after thirty (30) days;

(iii)    the full amount of the New Money First Lien Indenture is not funded when required on the Closing Date;

(iv)    if as a result of the failure by the Consenting Parties to comply with Section 8 hereof the Consenting Parties do not, for a period of three (3) Business Days, hold Existing Debt in amounts that satisfy the Required Threshold under any tranche;

(v)    after the good faith attempt by the Parties, pursuant to Section 2(c), to structure and modify the terms of the Transactions to ensure that such Transactions do not cause a “significant modification” (within the meaning of Treasury Regulations Section 1.1001-3), a determination by the Company Parties that the Transactions would cause a “significant modification” (within the meaning of Treasury Regulations Section 1.1001-3) for U.S. federal income tax purposes of any of the (i) Existing Lumen Tech Term B Loans, (ii) Existing Lumen Tech Senior Secured Notes or (iii) Existing Level 3 Senior Unsecured Notes;

(vi)    with respect to any particular Consenting Party (but not as to all of the other Parties) upon three (3) days’ prior written notice thereof upon the occurrence of a breach by such Consenting Party of any of the representations, warranties, covenants or obligations with respect to such Consenting Party set forth in this Agreement that (if susceptible to cure) remains uncured for a period of five (5) Business Days after the receipt by all of the Consenting Parties of written notice of such breach (which notice periods shall run concurrently); provided that nothing in this Section 7(b)(vi) shall impair the Company’s ability to terminate this Agreement pursuant to the remaining provisions of this Section 7(b); provided, further, that the notice and cure period contained in this Section 7(b)(vi) shall run concurrently with the notice period contacted in Section 7(b) hereof; or

(vii)    at any time prior to the date on which the condition set forth in Section 3(b)(xiii) is satisfied in full and each of the Existing Lumen Tech Revolving Lenders has become a party to this Agreement.

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(c)    Mutual Termination. This Agreement may be terminated as to all Parties at any time by mutual written consent of the Company Parties, the Majority Consenting Parties, the Majority Consenting Lumen Tech Revolving Lenders and the Majority Specified Lumen Tech Consenting Parties (such consent, a “Mutual Termination Event”).

(d)    Automatic Termination. This Agreement will automatically terminate as to all Parties upon (the occurrence of any such event, an “Automatic Termination Event”):

(i)    5:00 p.m., New York City time, on February 29, 2024 if the Closing Date has not occurred before such date, as such date may be extended from time to time by the Company at its election in its sole discretion upon two (2) Business Days’ prior notice to a date after February 29, 2024 but not later than March 31, 2024;

(ii)    any Company Party or any of its respective material subsidiaries commencing insolvency proceedings, including (A) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect, (B) consenting to the institution of, or failing to contest in a timely and appropriate manner, any involuntary proceeding or petition described above, (C) filing an answer admitting the material allegations of a petition filed against it in any such proceeding, (D) applying for or consenting to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for a Company Party for a substantial part of its assets or (E) making a general assignment or arrangement for the benefit of creditors;

(iii)    the entry of an order, judgment or decree adjudicating the Company Parties or any of their respective material subsidiaries bankrupt or insolvent, including the entry of any order for relief with respect to any of the Company Parties or any of their respective subsidiaries under the Bankruptcy Code;

(iv)    the taking of any binding corporate action by any of the Company Parties or any of their respective subsidiaries in furtherance of any action described in the foregoing clauses (ii) - (iii); or

(v)    the funding of the New Money First Lien Indenture in full, the extension of the new Lumen Tech Superpriority Revolving Facility and the consummation of the other Transactions on the Closing Date.

(e)    Termination Date and Survival. The date on which this Agreement is terminated in accordance with this Section 7 with respect to a Party shall be referred to as the “Termination Date” with respect to such Party and the provisions of this Agreement shall terminate on the Termination Date; provided that Sections 1, 4(e) (with respect to the fees, costs and out of pocket expenses incurred prior to the Termination Date), 7(e), 7(f), 10, 11, 12, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25 and 26 hereof shall survive the Termination Date.

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(f)    Effect of Termination.

(i)    Upon the Termination Date, this Agreement shall forthwith become null and void and have no further force or effect, each Party hereto shall be released from its commitments, undertakings and agreements under or related to this Agreement and there shall be no liability or obligation hereunder on the part of any Party hereto; provided that in no event shall any such termination relieve a Party hereto from (i) liability for its breach or non-performance of its obligations hereunder prior to such Termination Date, notwithstanding any termination of this Agreement by any other Party, and (ii) obligations under this Agreement which expressly survive any such termination pursuant to Section 7(e). Upon any Termination Event, unless the Closing Date has occurred, any and all consents, tenders, waivers, forbearances and votes delivered by a Consenting Party in connection with the Transactions automatically shall be deemed, for all purposes, to be null and void ab initio. Notwithstanding the foregoing or anything herein to the contrary, no Party may exercise any of its respective termination rights as set forth in this Section 7 if such Party has failed to perform or comply in all material respects with the terms and conditions of this Agreement unless such failure to perform or comply arises as a result of another Party’s actions or inactions or would not otherwise give rise to a Termination Event in favor of the other Party.

TRANSFERS

8.    Transfer of Claims and Interests.

(a)    Subject to the terms and conditions of this Agreement, each Consenting Party agrees, solely with respect to itself, as expressly identified and limited on its signature page, and not in any other manner with respect to any Affiliates, not to (i) sell, transfer, assign, hypothecate, pledge, grant a participation interest in, or otherwise dispose of, directly or indirectly, its right, title, or interest with respect to any of such Consenting Party’s Existing Debt that is subject to this Agreement (the “Applicable Existing Debt”), in whole or in part, or (ii) deposit any of such Consenting Party’s Applicable Existing Debt into a voting trust, or grant any proxies, or enter into a voting agreement with respect to any such Applicable Existing Debt (any of the actions described in clauses (i) and (ii) of this Section 8(a) is referred to herein as a “Transfer”; “Transferred” shall have a meaning correlative thereto; and the Consenting Party making such Transfer is referred to herein as the “Transferor”), unless the Transfer is to another Consenting Party, which shall include, for the avoidance of doubt, any Transfer to any fund, account or client managed, advised or sub-advised by an investment manager of a Consenting Party or any other entity consented to in writing by the Company (such consent in the case of Existing Debt in the form of loans or commitments not to be unreasonably withheld or delayed) that agrees in writing to be bound by the terms of this Agreement by executing and delivering to Wachtell Lipton and Davis Polk a joinder agreement in the form attached hereto as Exhibit E prior to the effectiveness of the relevant Transfer (any such transferee, a “Permitted Transferee”); provided that notwithstanding anything to the contrary, and except as otherwise permitted by the Company, only holdings of Existing Debt held by Consenting Parties as of the Original Agreement Effective Date (or (i) as to Existing Lumen Tech Senior Secured Notes, in the case of the Specified Lumen Tech Consenting Parties, as of the Agreement Effective Date and (ii) as to any note holdings of Consenting Lumen Tech Revolving Lenders Trading Desks as contemplated by the definition thereof, in the case of the Consenting Lumen Tech Revolving Lenders Trading Desks, as of the Agreement Effective Date) shall be permitted to exchange or transfer notes held thereby in the Transactions. Any Transfer in violation of this Section 8 shall be void ab initio. Notwithstanding anything to the

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contrary herein, the restrictions set forth on Transfers set forth in this Section 8(a) shall not apply to (i) Transfers made pursuant to Section 8(g) and (ii) the grant of any liens or encumbrances on Applicable Existing Debt in favor of a bank or broker-dealer holding custody of such Applicable Existing Debt in the ordinary course of business and which lien or encumbrance is released upon the Transfer of such Applicable Existing Debt.

(b)    Upon the consummation of a Transfer in accordance herewith, such Permitted Transferee shall be deemed to make all of the representations, warranties and covenants of a Consenting Party, as applicable, as set forth in this Agreement, and shall be deemed to be a Party and a Consenting Party for all purposes under this Agreement.

(c)    A Consenting Party that Transfers Applicable Existing Debt to a Permitted Transferee in accordance with the terms of this Section 8 shall (i) be deemed to relinquish its rights and be released from its obligations under this Agreement solely to the extent of such Transferred Applicable Existing Debt, (ii) not be liable to any Party to this Agreement for the failure of the Permitted Transferee to comply with the terms and conditions of this Agreement, provided that in no event shall any such Transfer relieve (x) a Consenting Party hereto from liability for its breach or non-performance of its obligations hereunder prior to the date of such Transfer or (y) an Initial Consenting Party or an Other Consenting Party from its obligations pursuant to Section 6 herein, and (iii) within two (2) Business Days of such Transfer, deliver written notice of the Transfer to the Wachtell Lipton and Davis Polk, which notice may be provided through counsel and shall include the amount and type of Applicable Existing Debt that was acquired.

(d)    This Agreement shall not limit, restrict, or otherwise affect in any way any right, authority, or power of any Consenting Party to acquire additional Existing Debt after the Original Agreement Effective Date. Any such acquired Existing Debt (including pursuant to an Open Trade) shall automatically and immediately upon acquisition by the Consenting Party be deemed to be subject to the terms of this Agreement; provided that notwithstanding anything to the contrary, but except as provided in Section 8(e) below, only holdings of Existing Debt held by Consenting Parties as of the Original Agreement Effective Date (or (i) as to Existing Lumen Tech Senior Secured Notes, in the case of the Specified Lumen Tech Consenting Parties, as of the Agreement Effective Date and (ii) as to any note holdings of Consenting Lumen Tech Revolving Lenders Trading Desks as contemplated by the definition thereof, in the case of the Consenting Lumen Tech Revolving Lenders Trading Desks, as of the Agreement Effective Date) shall be permitted to exchange or transfer notes held thereby in the Transactions without the Company Parties’ express prior written consent. Within two (2) Business Days of any acquisition (calculated based on the settled trade debt) of Existing Debt by a Consenting Party from a person that, to the acquiring party’s actual knowledge, is not a Consenting Party (including any Qualified Marketmaker (as defined below) that is not a Consenting Party), such Consenting Party shall deliver written notice of the acquisition to Wachtell Lipton and Davis Polk, which notice may be provided through counsel and shall include the amount and type of Existing Debt that was acquired.

(e)    Notwithstanding anything to the contrary herein, Applicable Existing Debt that is Transferred to or by a Consenting Party pursuant to an Open Trade, or as part of a short transaction, entered into by such Consenting Party prior to, and pending as of the date of, the Original Agreement Effective Date (or (i) as to Existing Lumen Tech Senior Secured Notes, in the case of the Specified Lumen Tech Consenting Parties, as of the Agreement Effective Date and (ii) as to any note holdings of Consenting Lumen Tech Revolving Lenders Trading Desks as contemplated by the definition thereof, in the case of the Consenting Lumen Tech Revolving Lenders Trading Desks, as of the Agreement Effective Date) shall be permitted to participate in the Transactions, shall be subject to the terms of this Agreement, as provided in Section 8(d), and shall be permitted to participate in the Transactions so long as such trade closes or Applicable Existing Debt is transferred prior to the consummation of the Transactions.

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(f)    The Parties understand that the Consenting Parties may be engaged in a wide range of financial services and businesses, and, in furtherance of the foregoing, the Parties acknowledge and agree that, to the extent a Consenting Party expressly indicates on its respective signature page hereto that it is executing this Agreement solely on behalf of a specific trading desk(s) and/or business group(s) of the Consenting Party, the obligations set forth in this Agreement shall apply only to such trading desk(s) and/or business group(s) and shall not apply to any other trading desk, business group or Affiliate of the Consenting Party unless they separately become a party hereto.

(g)    Notwithstanding anything to the contrary herein, a (i) a Qualified Marketmaker² that acquires any Existing Debt subject to this Agreement held by a Consenting Party with the purpose and intent of acting as a Qualified Marketmaker for such Existing Debt, shall not be required to become a party to this Agreement as a Consenting Party, if such Qualified Marketmaker transfers such Existing Debt (by purchase, sale, assignment, or other similar means) to a Permitted Transferee; provided that a Qualified Marketmaker’s failure to comply with this Section 8(g) shall result in the Transfer of such Existing Debt to such Qualified Marketmaker being deemed void ab initio, and (ii) to the extent any Consenting Party is acting solely in its capacity as a Qualified Marketmaker, it may acquire any ownership interests in Existing Debt from a holder of such Existing Debt that is not a Consenting Party and may transfer such Existing Debt to a transferee that is not a Consenting Party at the time of such transfer, in each case without the requirement that the transferee be a Permitted Transferee.

REPRESENTATIONS AND WARRANTIES

9.    Representations and Warranties.

(a)    Each Party (severally and not jointly), other than, with respect to Section 9(a)(i), Section 9(a)(ii), Section 9(a)(iii) and Section 9(b)(iii), any Party that is a managed account (or portion thereof) or any Party that has entered into this Agreement in its capacity as trustee, represents and warrants to each other Party that:

(i)    such Party is duly organized or incorporated, validly existing, and in good standing (where such concept is recognized) under the laws of the jurisdiction of its organization or incorporation, and has all requisite corporate, partnership, limited liability company or other organizational power and authority to enter into this Agreement and to carry out the Transactions contemplated herein, and to perform its respective obligations under this Agreement and the Definitive Documents;

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(ii)    the execution, delivery, and performance of this Agreement by such Party does not and shall not (A) violate any provision of law, rule, or regulation applicable to it or any of its subsidiaries or its organizational documents or those of any of its subsidiaries, or (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under its organizational documents or any material contractual obligations to which it or any of its subsidiaries is a party;

(iii)    as of the Agreement Effective Date (or such later date that it delivers its signature page hereto to the other Parties), such Party has no actual knowledge of any event that, due to any fiduciary or similar duty to any other Person or entity, would prevent it from taking any action required of it under this Agreement; and

(iv)    this Agreement is a legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

(b)    Each Consenting Party (severally and not jointly) represents and warrants to each Company Party that, as of the Agreement Effective Date (or the date of its joinder agreement delivered to the other Parties or their counsel, as applicable):

(i)    it (x) either (A) is the beneficial or record owner of the principal amount of the Existing Debt indicated on its respective signature page hereto (other than with respect to Existing Debt that is subject to an Open Trade) or (B) has sole investment or voting discretion with respect to the principal amount of the Existing Debt indicated on its respective signature page hereto and has the power and authority to bind the beneficial owner of such Existing Debt to the terms of this Agreement (other than with respect to Existing Debt that is subject to an Open Trade), (y) has full power and authority to act on behalf of, vote, and consent to matters concerning such Existing Debt and to dispose of, exchange, assign, and transfer such Existing Debt and (z) has made no Transfer of such Existing Debt;

(ii)    other than pursuant to this Agreement, the Existing Debt with respect to which it is the beneficial or record owner or has sole investment or voting discretion set forth on its respective signature page is free and clear of any lien, charge, encumbrance, participation, security interest, adverse claim or any other similar restriction, or any equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition of any kind that could reasonably be expected to adversely affect in any way such Consenting Party’s performance of its obligations contained in this Agreement at the time such obligations are required to be performed; and

(iii)    it has reviewed, or has had the opportunity to review, with the assistance of professional and legal advisors of its choosing, all information it deems necessary and appropriate for such Consenting Party to evaluate the financial and other risks inherent in the Transactions and has such knowledge and experience in financial and business matters of this type that it is capable of evaluating the merits and risks of entering

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into this Agreement and the Transactions and of making an informed investment decision in connection therewith, and its decision to execute this Agreement and participate in any of the Transactions contemplated hereby has been based upon such of its own independent review and analysis of the business and affairs of the Company Parties (and their respective subsidiaries) and the Transactions that it considers sufficient and reasonable for purposes of entering into this Agreement and the Transactions, and such decision is not in reliance upon any representations or warranties of any other Party (or any such other Party’s financial, legal or other professional advisors), other than such express representations and warranties of the Parties contained herein.

(c)    Each Consenting Party represents to each other Party that (A) it is (i) a “qualified institutional buyer” within the meaning of Rule 144A of the Securities Act, (ii) an institutional “accredited investor” within the meaning of Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) of Regulation D under the Securities Act, or (iii) not a “U.S. person” as defined in Rule 902 under the Securities Act; (B) it understands that the securities contemplated by this Agreement and the Transactions have not been, and are not contemplated to be, registered under the Securities Act and may not be resold without registration under the Securities Act except pursuant to a specific exemption from the registration provisions of the Securities Act; (C) it is acquiring any securities of the Company in connection with the Transactions for investment and not with a view to distribution or resale in violation of the Securities Act; and (D) is not acquiring the securities contemplated by this Agreement and the Transactions as a result of any advertisement, article, notice or other communication regarding such securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

(d)    Each Party that is a managed account (or portion thereof) (severally and not jointly) represents and warrants that the manager or investment adviser executing this Agreement on behalf of such Party has the authority to execute, on behalf of such Party, this Agreement and any transactions that this Agreement requires such Party to execute, and each Party that has entered into this Agreement in its capacity as a trustee represents and warrants that it has the authority in such capacity to execute and perform this Agreement and any transactions that this Agreement requires such Party to execute.

RELEASES

10.    Releases.

(a)    Subject to the occurrence of, and effective from and after, the Closing Date, in exchange for the cooperation with, participation in, and entering into the Transactions by the Consenting Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company Parties (on behalf of themselves and each of their respective predecessors, successors, assigns, agents, subsidiaries, Affiliates, and representatives) hereby finally and forever release and discharge the Other Released Parties and their respective property, to the fullest extent permitted under applicable law, from any and all causes of action and any other claims, debts, obligations, duties, rights, suits, damages, actions, derivative claims, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, in law, at equity, or otherwise, sounding in tort, contract, or based on any other legal or equitable principle,

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including, without limitation, violation of any securities law (federal, state or foreign), misrepresentation (whether intended or negligent), breach of duty (including any duty of candor), or any domestic or foreign law similar to the foregoing, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstance existing immediately prior to the occurrence of or before the Closing Date arising from, relating to, or in connection with the Existing Debt, the Existing Documents, the Transactions, or the negotiation, formulation, or preparation of this Agreement, the Definitive Documents or any related guarantees, security documents, agreements, amendments, instruments, or other documents, including those that the Company Parties and their respective subsidiaries or any holder of a claim against or interest in the Company Parties or any other entity could have been legally entitled to assert derivatively or on behalf of any other entity (collectively, the “Company Released Claims”). Further, subject to the occurrence of, and effective from and after, the Closing Date, the Company Parties (on behalf of themselves and each of their subsidiaries) hereby covenant and agree not to, directly or indirectly, bring, maintain, or encourage any cause of action or other claim or proceeding against an Other Released Party relating to or arising out of any Company Released Claim. The Company Parties (on behalf of themselves and each of their subsidiaries) further stipulate and agree with respect to all Claims, that, subject to the occurrence of, and effective from and after, the Closing Date, they hereby waive to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, any foreign law, or any principle of common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 10(a).

(b)    Subject to the occurrence of, and effective from and after, the Closing Date, in exchange for the cooperation with, participation in, and entering into the Transactions by the Company Parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Consenting Parties (on behalf of themselves and each of their respective predecessors, successors, assigns, agents, and representatives) hereby finally and forever release and discharge the Company Released Parties, the Other Released Parties and each of the foregoing’s property, to the fullest extent permitted under applicable law, from any and all causes of action and any other claims, debts, obligations, duties, rights, suits, damages, actions, derivative claims, remedies, and liabilities whatsoever, whether known or unknown, foreseen or unforeseen, in law, at equity, or otherwise, sounding in tort, contract, or based on any other legal or equitable principle, including, without limitation, violation of any securities law (federal, state or foreign), misrepresentation (whether intended or negligent), breach of duty (including any duty of candor), or any domestic or foreign law similar to the foregoing, based in whole or in part upon any act or omission, transaction, or other occurrence or circumstance existing immediately prior to the occurrence of or before the Closing Date arising from, relating to, or in connection with the Existing Debt (including any claims based upon alleged defaults or Event of Defaults in connection with such Existing Debt), the Existing Documents, the Transactions, or the negotiation, formulation, or preparation of this Agreement, the Definitive Documents or any related guarantees, security documents, agreements, amendments, instruments, or other documents, including those that a Consenting Party or any holder of a claim against or interest in the Consenting Party or any other entity could have been legally entitled to assert derivatively or on behalf of any other entity (collectively, the “Consenting Party Released Claims”). For the avoidance of doubt, the Consenting Parties understand and agree that the Consenting Party Released Claims encompass and include any and all claims or causes of action relating to or challenging the Transactions themselves (other than claims or causes of action to enforce the Definitive Documents), including

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any and all claims or causes of action alleging or contending that any aspect of the Transactions violates any Existing Document or other agreement, or that cooperation with, participation in, or entering into the Transactions violates any statute or other law, it being understood that the Consenting Parties are ratifying and approving all such Transactions to the maximum extent possible under applicable law. In addition, for the avoidance of doubt, the releases and discharges granted hereunder by the Consenting Parties are not limited to the loans, securities or other interests or positions that they hold as of Agreement Effective Date or as to which Consenting Parties vote in favor of or otherwise consent to the Transactions, but are granted by the Consenting Parties to the Company Released Parties and the Other Released Parties and with respect to all Existing Debt held or acquired at any time prior to the Closing Date; provided, however, nothing in this Agreement is intended to or shall be deemed to release any Company Released Party or Other Released Party from its obligations under any Secured Hedge Agreement or Secured Cash Management Agreement (each as defined in the Existing Lumen Tech Credit Agreement). Further, subject to the occurrence of, and effective from and after, the Closing Date, each Consenting Party hereby covenants and agrees not to, directly or indirectly, bring, maintain, or encourage any cause of action or other claim or proceeding against any Company Released Party relating to or arising out of any Consenting Party Released Claim. Each Consenting Party further stipulates and agrees with respect to all Claims, that subject to the occurrence of, and effective from and after, the Closing Date, it hereby waives, to the fullest extent permitted by applicable law, any and all provisions, rights, and benefits conferred by any applicable U.S. federal or state law, any foreign law, or any principle of common law, that would otherwise limit a release or discharge of any unknown Claims pursuant to this Section 10(b).

(c)    Each Consenting Party and each Company Party acknowledges that it is aware that it or its attorneys may hereafter discover claims or facts in addition to or different from those which they now know or believe to exist with respect to either the subject matter of this Agreement or any party hereto, but hereto further acknowledges that it is the intention of the Company Parties and each Consenting Party to hereby fully, finally, and forever settle and release all claims among them to the extent provided in this Agreement, whether known or unknown, suspected or unsuspected, which now exist, may now exist, or heretofore have existed.

(d)    Notwithstanding the foregoing Sections 10(a), 10(b) and 10(c), nothing in this Agreement is intended to, and shall not, (i) release any Party’s rights and obligations under this Agreement or any of the Definitive Documents (including, but not limited to, the indemnification contained in Section 11), (ii) bar any Party from seeking to enforce or effectuate this Agreement or any of the Definitive Documents, (iii) release any payment obligation of any Company Party (or its subsidiaries) under the Existing Documents or (iv) release any causes of action and any other claims, debts, obligations, duties, rights, suits, damages, actions, derivative claims, remedies, or liabilities arising out of or resulting from any act or omission of a Party occurring after the Agreement Effective Date that constitutes intentional common-law fraud, willful misconduct or gross negligence, each solely to the extent as determined by a final order of a court of competent jurisdiction; provided that (i) following the Closing Date, no Consenting Party shall bring any claim or cause of action against any Company Released Party or Other Released Party based on any theory to challenge or seek to invalidate or avoid any of the Transactions (or any component or aspect thereof); and (ii) following the Agreement Effective Date, unless and until the Termination Date has occurred, no Consenting Party shall bring any claim or cause of action against any Company Released Party of Other Released Party based on any theory to challenge or seek to invalidate or avoid any transfer or distribution of the proceeds of the EMEA Sale.

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(e)    Each Consenting Party agrees to waive and release any default claims relating to the use of proceeds from the LatAm Sale under the Existing Level 3 Credit Agreement, Existing Level 3 Senior Secured Notes Indentures and Existing Level 3 Senior Unsecured Notes Indentures (or other agreements) upon the earlier of (x) the Closing Date or (y) the occurrence of a Specified Default. For the avoidance of doubt, no Specified Default shall occur due to a dispute regarding an open point in the Definitive Documents that causes a Consenting Party to refrain from taking any action it would otherwise be required to take under this Agreement. The Company shall be obligated to provide a Consenting Party with written notice of a Specified Default, and such Consenting Party shall have the right to cure such Specified Default within five (5) Business Days’ notice thereof. For the avoidance of doubt, the releases set forth in this Section 10(e) are in addition to, and shall not be construed to limit, the releases set forth in Sections 10(a)-10(c) hereof.

MISCELLANEOUS

11.    Indemnification.

(a)    Without limiting any Company Party’s obligations under the Existing Documents, the Definitive Documents or any related guarantees, security documents, agreements, amendments, instruments or other relevant documents, each Company Party hereby agrees to indemnify, pay and hold harmless each current or former Consenting Party and Existing Agent and each of their respective Affiliates and all of their respective officers, directors, members, managers, partners, employees, shareholders, advisors, agents, and other representatives of each of the foregoing and their respective successors and permitted assigns (each, an “Indemnified Party”) from and against any and all actual losses, claims, damages, actions, judgments, suits, costs, expenses, disbursements and liabilities, joint or several, of any kind or nature whatsoever (including the reasonable and documented out-of-pocket fees and disbursements of counsel for any Indemnified Party, and including any out-of-pocket costs associated with any discovery or other information requests), whether direct, indirect, special or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations) on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any Indemnified Party, in any manner relating to or arising out of, in connection with, or as a result of (i) this Agreement, the Transactions, the Definitive Documents or any related guarantees, security documents, agreements, instruments or other documents, (ii) the negotiation, formulation, preparation, execution, delivery or performance of the foregoing, or (iii) any actual claim, litigation, investigation or proceeding relating to the foregoing, regardless of whether any Indemnified Party is a party thereto and whether or not the transactions contemplated hereby are consummated (but limited, in the case of legal fees and expenses, to (x) those of (I) Davis Polk, Gibson, Cahill and Freshfields or (II) if Davis Polk, Gibson, Cahill and Freshfields do not represent any party due to an actual or potential conflict of interest, another law firm selected by the Majority Consenting Parties or the Majority Consenting Lumen Tech Revolving Lenders, as applicable, in each case as counsel to the Consenting Parties and the Existing Agents incurred in connection with any such claim, litigation, investigation or proceeding, and one local counsel in any relevant material jurisdiction, and (y) in the case of an actual or perceived conflict of interest where the Indemnified

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Parties affected by such conflict inform the Company of such conflict and thereafter retain their own counsel with the Company’s prior written consent (not to be unreasonably withheld), additional counsel to such affected Indemnified Parties (and, if necessary, solely in the case of any such actual or perceived conflict of interest, additional local counsel to such affected Indemnified Parties, in each such relevant material jurisdiction)) (such foregoing amounts, “Losses” and such Company Party obligation, the “Indemnification Obligations”). The Company Parties shall reimburse each Indemnified Party reasonably promptly, but in no event later than 30 days following written demand therefor (together with reasonable backup documentation supporting such reimbursement request) for their reasonable and documented out-of-pocket costs and expenses (but limited, in the case of legal fees and expenses, to (x) those of Davis Polk, Gibson, Cahill and Freshfields and local counsel and (y) any conflicts counsel or local counsel retained by an Indemnified Party in accordance with the preceding sentence). No Indemnified Party shall be entitled to indemnity hereunder in respect of any Losses to the extent that it is found by a final, non-appealable judgment of a court of competent jurisdiction that such Losses arise from (i) the fraud, gross negligence or willful misconduct by such Indemnified Party (or any of its Related Parties), (ii) the willful and material breach of this Agreement by such Indemnified Party (or any of its Related Parties) or (iii) any disputes solely among Indemnified Parties and not arising out of or related to any act or omission of any of the Company Parties.

(b)    Notwithstanding anything to the contrary contained in this Agreement, the Indemnification Obligations set forth herein (i) shall survive the expiration or termination of this Agreement, (ii) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Consenting Parties, the Existing Agents or any other Indemnified Party and (iii) shall be binding on any successor or assign of the Company Parties and the successors or assigns to any substantial portion of its business and assets.

12.    Tax Treatment. The Parties agree to treat, for U.S. federal income tax purposes, the Backstop Commitment Premium as a “put premium” paid to the Backstop Parties. Each Party shall file all tax returns consistent with, and take no position inconsistent with, such treatment (whether in audits, tax returns or otherwise) unless required to do so pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

13.    Entire Agreement; Prior Negotiations. This Agreement, including all of the exhibits attached hereto, constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all other prior negotiations, agreements and understandings, whether written, oral, or implied, among the Parties with respect to the subject matter of this Agreement; provided, however, that any confidentiality agreement or non-disclosure agreement executed by any Party shall survive this Agreement and shall continue in full force and effect, subject to the terms thereof, irrespective of the terms hereof.

14.    Reservation of Rights. If the Transactions contemplated herein are not consummated, or if this Agreement is terminated in accordance with its terms (except as a result of the occurrence of the Closing Date), nothing shall be construed herein as a waiver by any Party of any or all of such Party’s rights, remedies or defenses and the Parties expressly reserve any and all of their respective rights, remedies or defenses. Except as provided in Section 10(e), (i) no Consenting Party hereby waives any default or event of default with respect to the Existing Debt and no provision of Section 5 shall require any Consenting Party to waive any default or event of

35

default with respect to the Existing Debt, except as set forth in the Term Sheet or Definitive Documents after or simultaneous with the consummation of the Transaction and (ii) no Existing Lumen Tech Revolving Lender shall be required to fund any Revolving Facility Loans (as defined in the Existing Lumen Tech Credit Agreement) or issue, amend, extend or renew any Letters of Credit (as defined in the Existing Lumen Tech Credit Agreement) other than in accordance with the provisions of the Existing Lumen Tech Credit Agreement.

15.    FRE 408. To the extent provided in Federal Rule of Evidence 408 and any other applicable rules of evidence in any applicable jurisdiction, this Agreement and all negotiations relating hereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce its terms.

16.    Counterparts; Execution; Capacity. This Agreement may be executed in one or more counterparts, each of which, when so executed, shall constitute one and the same instrument, and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (PDF) or by DocuSign. This Agreement may be executed on behalf of one or more Consenting Parties by such Consenting Party’s investment manager or advisor, which is a signatory hereto solely in its capacity as the investment manager or advisor of such Consenting Party.

Notwithstanding anything herein to the contrary, (i) each Existing Lumen Tech Revolving Lender and each Existing Lumen Tech Term A/A-1 Lender that signs this Agreement is only signing in its capacity as such (and not in any other capacity and not in respect of any other Existing Debt), (ii) for the avoidance of doubt, no Consenting Lumen Tech Revolving Lender or Consenting Lumen Tech Term A/A-1 Lender is signing this Agreement with respect to any Existing Debt that such Consenting Party holds or acquires in its capacity as a Qualified Marketmaker, and (iii) any Affiliates or related parties of any Consenting Lumen Tech Revolving Lender or Consenting Lumen Tech Term A/A-1 Lender (including any separate branch of a Consenting Lumen Tech Revolving Lender or Consenting Lumen Tech Term A/A-1 Lender) shall not be deemed to be Consenting Lumen Tech Revolving Lenders or Consenting Lumen Tech Term A/A-1 Lenders themselves, unless such Affiliate or related party has itself signed this Agreement; provided that clause (iii) shall only apply to bona fide banks or affiliates thereof.

In addition, the Parties understand that the Consenting Lumen Tech Revolving Lenders or Consenting Lumen Tech Term A/A-1 Lenders are engaged in a wide range of financial services and businesses. In furtherance of the foregoing, and notwithstanding anything herein to the contrary, the Parties acknowledge and agree that, to the extent a Consenting Lumen Tech Revolving Lender or Consenting Lumen Tech Term A/A-1 Lender who is a bona fide bank or affiliate thereof expressly indicates on its signature page hereto that it is executing this Agreement on behalf of specific trading desk(s), funds, and/or business group(s) of the Consenting Lumen Tech Revolving Lender or Consenting Lumen Tech Term A/A-1 Lender, as applicable, the obligations set forth in this Agreement shall only apply to such trading desk(s), fund(s), and/or business group(s) and shall not apply to any other trading desk, fund, or business group of the Consenting Lumen Tech Revolving Lender or Consenting Lumen Tech Term A/A-1 Lender so long as they are not acting at the direction or for the benefit of such Consenting Lumen Tech Revolving Lender or Consenting Lumen Tech Term A/A-1 Lender or such Consenting Lumen Tech Revolving Lender’s or Consenting Lumen Tech Term A/A-1 Lender’s investment in the

36

Company Parties; provided, that the foregoing shall not diminish or otherwise affect the obligations and liability therefor of any legal entity that (i) executes this Agreement or (ii) on whose behalf this Agreement is executed by a Consenting Lumen Tech Revolving Lender or Consenting Lumen Tech Term A/A-1 Lender.

17.    Amendments and Waivers.

(a)    Except as otherwise provided herein, including, without limitation, the requirements set forth in Section 17(b) hereof, this Agreement may not be modified, amended, or supplemented, and no provision of this Agreement may be waived, without the prior written consent of the Company Parties and the Majority Consenting Parties;

provided that any modification or amendment to the definition of “Majority Consenting Parties” shall require the consent of each Consenting Party;

provided, further, that any modification or amendment to the Backstop Commitment Premium, including Section 6(d) and related definitions, and any modification or amendment to the definition of “Backstop Parties” or Schedule 3 hereto shall require the consent of each Backstop Party;

provided, further, that any modification or amendment to this Section 17(a), Section 17(b) or Section 7(d)(i) shall require the consent of the Company Parties and all Consenting Parties; provided, further, that to the extent such modification, amendment or supplement has a material, disproportionate and adverse effect, taken as a whole, on the Consenting Parties who hold a tranche of Existing Debt, in their capacity as holders of such tranche of Existing Debt, then the consent of Consenting Parties holding 66.7% of such tranche of Existing Debt held by all Consenting Parties shall also be required;

provided, further, that to the extent such modification, amendment or supplement has a material, disproportionate and adverse effect on a single Consenting Party, and such Consenting Party does not consent, such Consenting Party shall have the right to terminate this Agreement as to it. Prior to any funding of the New Money First Lien Indenture, (a) except as otherwise set forth in Section 6(d) hereto, any change, modification, or amendment to Schedule 2 hereto that affects the New Money Commitment Amount or commitment amount pursuant to Section 6(l) hereof of any Consenting Party shall require the consent of such Consenting Party and (b) any change, modification, or amendment of the maturity, interest rate, call protection or fees set forth in the Term Sheet with respect to the New Money First Lien Indenture shall require the consent of each Consenting Party and, if such consent is withheld, the commitment of any Consenting Party to provide its portion of the New Money First Lien Indenture may be terminated by such Consenting Party;

provided that to the extent such Consenting Party terminates its commitment portion of the New Money First Lien Indenture, the Company shall be free to solicit commitments to provide such New Money First Lien Indenture from any Person;

provided, however, that notwithstanding the foregoing or anything herein to the contrary, including in Section 17(b) below, amendments, modification or supplements to the terms of the Lumen Tech Superpriority Revolving Facility shall solely require the consent of (1) the Company

37

and (2) the Majority Consenting Lumen Tech Revolving Lenders or each affected Consenting Lumen Tech Revolving Lenders as applicable otherwise required hereby, and shall not require the consent of any other Consenting Party, unless such amendment, modification or supplement would (x) increase the amount of the First-Out Superiority RCF or (y) provide for additional guarantees or collateral not contemplated by this Agreement as in effect on the date hereof.

(b)    In addition to the requirements set forth in Section 17(a) hereof, this Agreement may not be modified, amended, or supplemented, and no provision of this Agreement may be waived, without the prior written consent of the Majority Consenting Lumen Tech Revolving Lenders and the Majority Specified Lumen Tech Consenting Parties; provided that any modification or amendment to the definition of “Majority Consenting Lumen Tech Revolving Lenders” shall require the consent of each Consenting Lumen Tech Revolving Lender; and provided, further, that any modification or amendment to the definition of “Majority Specified Lumen Tech Consenting Parties” shall require the consent of each Specified Lumen Tech Consenting Party.

(c)    Prior to the extension of the Lumen Tech Superpriority Revolving Facility, any change, modification, or amendment of the aggregate or individual commitments or the priority of payments or collateral for the extension of credit thereunder, maturity, interest rate, commitment fees, participation fees, any other fees or amounts guaranteed by Level 3 and its subsidiaries set forth in the Term Sheet with respect to the Lumen Tech Superpriority Revolving Facility or the requirement that the Lumen Tech Superpriority Revolving Facility be subject to documentation separate from the documentation governing the Existing Lumen Tech Term B Loans (as defined in the Term Sheet) or the indebtedness exchanged for the Existing Lumen Tech Term B Loans shall require the consent of each Consenting Lumen Tech Revolving Lender and, if such consent is withheld, the obligation hereunder of any Consenting Lumen Tech Revolving Lender to provide its pro rata portion of the Lumen Tech Superpriority Revolving Facility may be terminated by such Consenting Lumen Tech Revolving Lender; provided that to the extent such Consenting Lumen Tech Revolving Lender terminates its obligation hereunder to provide its pro rata portion of the Lumen Tech Superpriority Revolving Facility, the Company shall be free to solicit commitments to provide such Lumen Tech Superpriority Revolving Facility from any Person that would be a permitted assignee of the Existing Lumen Tech Revolving Facility under Section 9.04 of the Existing Lumen Tech Credit Agreement.

(d)    No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision of this Agreement, whether or not such provisions are similar, nor shall any waiver of a provision of this Agreement be deemed a continuing waiver of such provision.

18.    Headings. The headings of the sections, paragraphs, and subsections of this Agreement are included for convenience only and shall not affect the interpretation of the provisions contained herein.

19.    Acknowledgments; Obligations Several. Notwithstanding that this Agreement is being executed by multiple Consenting Parties, the obligations of the Consenting Parties under this Agreement are several and neither joint nor joint and several. No Consenting Party shall be responsible in any way for the performance of the obligations or any breach of any other

38

Consenting Party under this Agreement, and nothing contained herein, and no action taken by any Consenting Party pursuant hereto shall be deemed to constitute the Consenting Party as a partnership, an association or joint venture of any kind, or create a presumption that the Consenting Parties are in any way acting other than in their individual capacities. None of the Consenting Parties shall have any fiduciary duty or other duties or responsibilities in any kind or form to each other, the Company Parties or any of the Company’s other lenders, noteholders or stakeholders as a result of this Agreement or the transactions contemplated hereby. Each Consenting Party acknowledges that no other Consenting Party will be acting as agent of such Consenting Party in connection with monitoring such Consenting Party’s investment or enforcing its rights under this Agreement, the Definitive Documents, or any other documents to be entered into in connection with the consummation of the Transactions. Each Consenting Party acknowledges to each other Consenting Party that: (a) the Transactions described herein are arm’s-length commercial transactions between the Company and the Company’s Affiliates and each Consenting Party, (b) it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (c) it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby, and (d) the Consenting Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from the other Consenting Parties, the Company’s and those of the Company’s Affiliates or the Affiliates of other Consenting Parties, and the Consenting Parties have no obligation to disclose any of such interests to any other Consenting Party or the Affiliates of other Consenting Parties. Each Consenting Party acknowledges that it has, independently and without reliance upon any other Consenting Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and that it has not relied on the credit analysis and decision or due diligence investigation of any other Consenting Party. The Consenting Parties have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any shares of common stock or other capital stock of the Company and are not intended to be, and shall not be deemed to be, a “Group” for purposes of Section 13(d) of the Exchange Act.

20.    Consenting Party Enforcement. A Consenting Party may only enforce this Agreement against the Company Parties and not against another Consenting Party.

21.    Specific Performance; Damages. It is understood and agreed by the Parties that money damages may be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach of this Agreement, including, without limitation, a court of competent jurisdiction requiring any Party to comply promptly with any of its obligations in this Agreement. Notwithstanding anything to the contrary in this Agreement, in no event shall any Party or their representatives be liable to any other Party hereunder for any punitive, incidental, consequential, special or indirect damages, including the loss of future revenue or income or opportunity, relating to the breach or alleged breach of this Agreement.

22.    Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to any choice of law provision that would require the application of the laws of another jurisdiction. By the execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action, suit, or proceeding against it with respect to any matter arising

39

under or out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding may be brought in either a state or federal court of competent jurisdiction in the State and County of New York, Borough of Manhattan. By the execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably accepts and submits itself to the exclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit, or proceeding. By executing and delivering this Agreement, each of the Parties hereto irrevocably and unconditionally submits to the personal jurisdiction of each such court described in this Section 22, solely for purposes of any action, suit, or proceeding arising out of or relating to this Agreement or for the recognition or enforcement of any judgment rendered or order entered in any such action, suit, or proceeding. EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING REFERRED TO ABOVE. Each Party (a) certifies that no representative, agent, or attorney of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other Parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 22. Each Party hereto agrees that service of any process, summons, notice or document by registered mail addressed to such person shall be effective service of process against such person for any suit, action or proceeding arising out of or relating to this Agreement brought in any such court.

23.    Notices. All notices (including, without limitation, any notice of termination as provided for herein) and other communications from any Party given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given upon the earliest of the following: (a) upon personal delivery to the Party to be notified; (b) when sent by confirmed electronic mail if sent during the normal business hours of the recipient, and if not so confirmed, on the next Business Day; (c) three (3) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid; and (d) one (1) Business Day after deposit with a nationally recognized overnight courier, specifying next-day delivery (with an email upon sending to the Party to be notified), with written verification of receipt. All communications shall be sent:

(a)    If to the Company:

Lumen Technologies, Inc.

100 CenturyLink Drive

Monroe, Louisiana 71203

Attn: Chris Stansbury; Rahul Modi

Email: [Intentionally omitted]

40

With copies to:

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York 10019

Attn:    John R. Sobolewski

            Mark Gordon

            Emil A. Kleinhaus

Email: ***@***

             ***@***

             ***@***

(b)    If to the Ad Hoc Group:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attn:    Damian S. Schaible

            Elliot Moskowitz

            Adam L. Shpeen

            Stephen Ford

Email: ***@***

             ***@***

             ***@***

             ***@***

(c)    If to the Existing Lumen Tech Revolving Lenders:

Cahill Gordon & Reindel LLP

32 Old Slip

New York, New York 10005

Attn:    Jim Clark

            Stephen Harper

            Joel Moss

            Rich Stieglitz

Email: ***@***

             ***@***

             ***@***

             ***@***

and:

Freshfields Bruckhaus Deringer LLP

601 Lexington Avenue

New York, New York 10022

Attn:    Mark Liscio

            Scott Talmadge

            Damian Ridealgh

            Samantha S. Braunstein

41

Email: ***@***

             ***@***

             ***@***

             ***@***

(d)    If to the Specified Lumen Tech Consenting Parties:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attn: Scott J. Greenberg

          Joe Zujkowski

Email: ***@***

             ***@***

24.    No Third-Party Beneficiaries. Unless expressly stated herein, this Agreement shall be solely for the benefit of the Parties, and no other Person shall be a third-party beneficiary hereof; provided that it is acknowledged and agreed that (a) each Other Released Party is a third party beneficiary with respect to Section 10(a) hereof and shall be permitted to enforce such provision in accordance with its terms and (b) each Company Released Party is a third-party beneficiary with respect to Section 10(b) hereof and shall be permitted to enforce such provision in accordance with its terms.

25.    Publicity; Non-Disclosure.

(a)    Notwithstanding anything to the contrary in any confidentiality agreement or non-disclosure agreement between the Company and any Consenting Party, the Company will disclose this Agreement no later than 8:00 a.m. (EST) on January 26, 2024 by publicly filing a Form 8-K or any periodic report required or permitted to be filed by the Company under the Exchange Act with the SEC or, if the SEC’s EDGAR filing system is not available, on a press release that results in prompt public dissemination of such information (the “Public Disclosure”). The Company will deliver drafts to the Ad Hoc Group Advisors, the Specified Lumen Tech Consenting Parties Advisors and the Existing Lumen Tech Revolving Lender Advisors of such Public Disclosure at least one (1) calendar day before making any such disclosure. Any Public Disclosure shall be reasonably acceptable to the Company Parties and reasonably acceptable to the Majority Consenting Parties, the Majority Consenting Lumen Tech Revolving Lenders and the Majority Specified Lumen Tech Consenting Parties (such acceptance not to be unreasonably withheld, conditioned or delayed). Under no circumstances may any Party make any Public Disclosure of any kind that would disclose either: (a) the holdings of any current or former Consenting Party (including on the signature pages of the Consenting Parties, which shall not be publicly disclosed or filed) of any Existing Debt, or of any other debt obligations of the Company, whether prior to or after the consummation of the Transactions or (b) the identity of any current or former Consenting Party, in each case without the prior written consent of such Consenting Party or an order of a court with competent jurisdiction; provided, however, that, notwithstanding the foregoing, the Company Parties shall not be required to keep confidential the aggregate holdings of all Consenting Parties, and each Consenting Party hereby consents to the disclosure of the

42

execution of this Agreement by the Company Parties, and the terms and contents hereof, to the administrative agents, collateral agents, or trustees under the Existing Documents, and in any filings required by applicable law or regulation or the rules of any applicable stock exchange or regulatory body.

(b)    Other than as may be required by applicable law and regulation or by any governmental or regulatory authority as determined by a Party based on reasonable advice of counsel, no Party shall issue any press release, make any filing with the SEC or make any other public announcement with respect to this Agreement or the Transactions without the consent of the Company Parties, the Majority Consenting Parties, the Majority Specified Lumen Tech Consenting Parties and the Majority Consenting Lumen Tech Revolving Lenders, which consent shall not be unreasonably delayed, conditioned, or withheld. The Company Parties shall be permitted to make any filing or publish, issue or file any public announcement or communication upon the failure of the Majority Consenting Parties and the Majority Consenting Lumen Tech Revolving Lenders (including by or through the Ad Hoc Group Advisors or the Existing Lumen Tech Revolving Lender Advisors, as applicable) to respond within one (1) Business Day of receipt of such consent request. Each supporting Party shall be permitted to make any filing or publish, issue or file any public announcement or communication upon the failure of the Company Parties to respond within one (1) Business Day of receipt of such consent request by the Company Parties. For the avoidance of doubt, each Party shall have the right, without any obligation to any other Party, to decline to comment to the press with respect to this Agreement.

26.    Successors and Assigns; Severability.

(a)    This Agreement is intended to bind and inure to the benefit of the Parties and their respective permitted successors, assigns, heirs, executors, estates, administrators, and representatives, provided that this Section 26 shall not be deemed to permit Transfers other than in accordance with the express terms of this Agreement.

(b)    The invalidity or unenforceability at any time of any provision hereof in any jurisdiction shall not affect or diminish in any way the continuing validity and enforceability of the remaining provisions hereof or the continuing validity and enforceability of such provision in any other jurisdiction; provided that, after excluding the provision that is declared to be invalid or unenforceable, the remaining terms provide for the consummation of the Transactions contemplated hereby in substantially the same manner as originally set forth at the later of the date hereof and the date this Agreement was last amended.

(c)    Notwithstanding any other provision of this Agreement, the Definitive Documents shall provide that: (1) if a court – in a final and unstayed order – finds the Level 3 Senior Unsecured Notes Transaction invalid for any reason, the liens securing the Level 3 Second Lien Notes shall be deemed not have been granted ab initio, and all other terms of the Level 3 Second Lien Indentures (including maturities) shall remain unchanged, (2) the Company Parties are obligated to use reasonable best efforts to contest any challenge to the Level 3 Senior Unsecured Notes Transaction, and (3) any finding that any aspect of the Level 3 Senior Unsecured Notes Transaction is invalid shall not (directly or indirectly) constitute a default or breach of the Level 3 Second Lien Notes or of any other Existing Documents or Definitive Documents of the Company.

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27.    Error; Ambiguity. Notwithstanding anything to the contrary herein, to the extent counsel to the Company Parties, the Ad Hoc Group Advisors or the Existing Lumen Tech Revolving Lender Advisors identify, within four (4) Business Days following the Agreement Effective Date, any clear errors, material ambiguities or internally inconsistent provisions within or among this Agreement, each Party hereto covenants and agrees that it will endeavor in good faith to enter into reasonable and mutually satisfactory modifications to this Agreement to remedy such errors, ambiguities, or inconsistent provisions.

28.    Joinder. Additional holders of Existing Debt and/or investment advisors, sub-advisors, or managers of funds, clients and discretionary accounts (together with their respective successors and permitted assigns) that hold Existing Debt and that have authority to bind the beneficial owners of such Existing Debt to the terms of this Agreement, as applicable, may become party to this Agreement from time to time (solely with the consent of the Company) by agreeing in writing to be bound by the terms of this Agreement (any such person, an “Additional Consenting Party”) by executing and delivering to Wachtell Lipton and Davis Polk a joinder agreement in the form attached hereto as Exhibit F. Notwithstanding anything to the contrary herein, an Affiliate of a Consenting Party holding Existing Debt listed on a signature page hereto may become an Additional Consenting Party by executing a joinder agreement in the form attached as Exhibit F hereto, without requiring the consent of any other Party and, shall be entitled to participate in the Transactions. Upon the execution and delivery of such joinder agreement, such Additional Consenting Party shall be deemed to make all of the representations, warranties, and covenants of a Consenting Party, as applicable, as set forth in this Agreement, and shall be deemed to be a Party and a Consenting Party for all purposes under this Agreement as if they were originally party hereto.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers, all as of the day and year first written above.

[Signature Page to Amended and Restated Transaction Support Agreement]

[Consenting Parties’ signature pages on file with the Company.]

[Signature Page to Amended and Restated Transaction Support Agreement]

SCHEDULE 1

Consenting Lumen Tech Revolving Lenders Trading Desks

[Intentionally omitted]

SCHEDULE 2

New Money Commitments

[Intentionally omitted]

SCHEDULE 3

Backstop Parties

[Intentionally omitted]

SCHEDULE 4

Specified Lumen Tech Consenting Parties

[Intentionally omitted]

SCHEDULE 5

Additional Specified Lumen Tech Consenting Parties

[Intentionally omitted]

SCHEDULE 6

Level 3 Senior Unsecured Notes Transaction

[Intentionally omitted]

EXHIBIT A

TERM SHEET

SUBJECT TO FRE 408 AND EQUIVALENTS

FINAL

Exhibit A-1

Lumen Technologies, Inc.

Summary of Terms and Conditions for

Potential Financing Transaction

Reference is made to certain existing debt as defined in Schedule II.

Terms used but not defined herein shall have the meanings ascribed to them in the Amended and Restated Transaction Support Agreement to which this term sheet is attached.

Exhibit A-1

A-1-2

Exhibit A-1

A-1-3

Exhibit A-1

A-1-4

Exhibit A-1

A-1-5

Exhibit A-2

Exhibit A-2

A-2-2

Exhibit A-2

A-2-3

Exhibit A-3

Exhibit A-3

A-3-2

Exhibit A-4

Exhibit A-4

A-4-2

Exhibit A-5

Exhibit A-6

Exhibit A-6

A-6-2

Exhibit A-6

A-6-3

Exhibit A-7

Exhibit A-7

A-7-2

Exhibit A-7

A-7-3

Exhibit A-7

A-7-4

Exhibit A-8

Exhibit A-8

A-8-2

Exhibit A-8

A-8-3

Exhibit A-9

Exhibit A-9

A-9-2

Exhibit A-10

Schedule I

The following terms shall apply to the Transactions.

Exhibit A-10

A-10-2

Exhibit A-10

A-10-3

Exhibit A-10

A-10-4

Exhibit A-11

Schedule II

Exhibit A-11

Exhibit A-11

Exhibit A-11

Exhibit A-11

Exhibit A-12

Annex A

Other Terms and Covenants

[attached]

Annex A

Other Terms and Covenants

Level 3 Select Covenants^{1, 2}

2

3

4

5

Subject to FRE 408 and State Law Equivalents

Lumen Select Covenants¹

7

8

9

10

11

EXHIBIT E

FORM OF PERMITTED TRANSFEREE JOINDER

The undersigned (the “Transferee”) hereby (a) acknowledges that it has read and understands the Transaction Support Agreement (together with the exhibits and attachments thereto (including the Term Sheet (as defined therein)), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”), dated as of October 31, 2023 (as amended and restated on January 22, 2024), entered into by and among (i) Lumen Technologies, Inc., a Louisiana corporation (“Lumen”), Level 3 Financing, Inc., a Delaware corporation (“Level 3”) and Qwest Corporation, a Colorado corporation (“Qwest”, and collectively with Lumen and Level 3, the “Company”), (ii) [Transferor’s Name] (the “Transferor”) and (iii) other holders of Existing Debt (as defined in the Agreement); and (b) with respect to the Applicable Existing Debt to be acquired from the Transferor, agrees from and after such acquisition to be bound to the terms and conditions of the Agreement to the extent that Transferor was thereby bound, without modification, and shall be deemed a “Consenting Party” under the terms of the Agreement. The Transferee hereby makes as of the date hereof all representations and warranties made therein by all other Consenting Parties. All Existing Debt held by the Transferee (now or hereafter) shall be subject in all respects to the Agreement. All notices and other communications given or made pursuant to the Agreement shall be sent to the Transferee at the address set forth below in the Transferee’s signature below.

The undersigned Transferee represents that it has not been solicited by the Transferor to purchase the Applicable Existing Debt in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c), including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or by means of any directed selling efforts within the meaning of Rule 902(c) of Regulation S.

Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.

Date Executed: _____________, [•]

Acknowledged and agreed to by:

Lumen Technologies, Inc.

Holdings:

EXHIBIT F

FORM OF ADDITIONAL CONSENTING PARTY JOINDER

The undersigned (the “Additional Consenting Party”) hereby (a) acknowledges that it has read and understands the Transaction Support Agreement (together with the exhibits and attachments thereto (including the Term Sheet (as defined therein)), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”), dated as of October 31, 2023 (as amended and restated on January 22, 2024), entered into by and among Lumen Technologies, Inc., a Louisiana corporation (“Lumen”), Level 3 Financing, Inc., a Delaware corporation (“Level 3”) and Qwest Corporation, a Colorado corporation (“Qwest”, and collectively with Lumen and Level 3, the “Company”) and other holders of Existing Debt (as defined in the Agreement), (b) represents that it either (A) is the beneficial or record owner of the principal amount of Existing Debt indicated on its respective signature page hereto or (B) has sole investment or voting discretion with respect to the principal amount of Existing Debt indicated on its respective signature page hereto and has the power and authority to bind the beneficial owner of such Existing Debt to the terms of this Agreement, (c) represents that it has not been solicited to purchase the New Money First Lien Notes in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c), including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or by means of any directed selling efforts within the meaning of Rule 902(c) of Regulation S, and (d) with respect to the Existing Debt held by such Additional Consenting Party, agrees from and after the date of this joinder to be bound to the terms and conditions of the Agreement, and shall be deemed a “Consenting Party” under the terms of the Agreement; provided, the Additional Consenting Party shall not be entitled to subscribe to provide any portion of the New Money First Lien Notes unless otherwise agreed to in writing by the Majority Consenting Parties and the Company. The Additional Consenting Party hereby makes as of the date hereof all representations and warranties made therein by all other Consenting Parties. All Existing Debt held by the Additional Consenting Party (now or hereafter) shall be subject in all respects to the Agreement. All notices and other communications given or made pursuant to the Agreement shall be sent to the Additional Consenting Party at the address set forth below in the Additional Consenting Party’s signature below.

Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.

Date Executed: _____________, [•]

Acknowledged and agreed to by:

Lumen Technologies, Inc.

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