17,000,000 Shares 1/ - Common Stock ($0.01 par value)

EXHIBIT 1.1

EXECUTION COPY

Level 3 Communications, Inc.

17,000,000 Shares 1/
-
Common Stock
($0.01 par value)

U.S. Underwriting Agreement

New York, New York
February 23, 2000

▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
Chase Securities Inc.
Credit Suisse First Boston Corporation
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated

As U.S. Representatives of the several
U.S. Underwriters,
c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Ladies and Gentlemen:

▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇., a corporation organized under the laws
of Delaware (the "Company"), proposes to sell to the several U.S. Underwriters
named in Schedule I hereto, for whom the U.S. Representatives are acting as
representatives, 17,000,000 of shares of Common Stock, $0.01 par value ("Common
Stock") of the Company (said shares to be issued and sold by the Company being
hereinafter called the "U.S. Underwritten Securities"). The Company also
proposes to grant to the U.S. Underwriters an option to purchase up to 2,550,000
additional shares of Common Stock to cover over-allotments (the "U.S. Option
Securities"; and together with the U.S. Underwritten Securities, the "U.S.
Securities"). It is understood that the Company is concurrently entering into
an International Underwriting Agreement providing for the sale by the Company of
an aggregate of 3,000,000 shares of Common Stock (said shares to be sold by the
Company pursuant to the International Underwriting Agreement being hereinafter
called the "International Underwritten Securities") and providing for the grant
to the International Underwriters of an option to purchase from the Company up
to 450,000 additional shares of Common Stock (the "International Option
Securities"). It is further understood and agreed that the International
Underwriters and the U.S. Underwriters have entered into an Agreement Between
U.S. Underwriters and International Underwriters dated the date hereof (the
"Agreement Between U.S. Underwriters and International Underwriters"), pursuant
to which, among other things, the International Underwriters may purchase from
the U.S. Underwriters a portion of the U.S. Securities to be sold pursuant to
this U.S. Underwriting

_________________

1/ Plus an option to purchase from the Company up to 2,550,000 additional
-
Securities to cover over-allotments.

Agreement and the U.S. Underwriters may purchase from the International
Underwriters a portion of the International Securities to be sold pursuant to
the International Underwriting Agreement. To the extent there are no additional
U.S. Underwriters listed on Schedule I other than you, the term U.S.
Representatives as used in this U.S. Underwriting Agreement shall mean you, as
U.S. Underwriters, and the terms U.S. Representatives and U.S. Underwriters
shall mean either the singular or plural as the context requires. The use of the
neuter in this U.S. Underwriting Agreement shall include the feminine and
masculine wherever appropriate. Any reference herein to the Registration
Statements, the Basic Prospectus, any Preliminary Prospectus or any Final
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed under the
Exchange Act on or before the Effective Date of the Registration Statements or
the issue date of the Basic Prospectus, any Preliminary Prospectus or any Final
Prospectus, as the case may be; and any reference herein to the terms "amend",
"amendment" or "supplement" with respect to the Registration Statements, the
Basic Prospectus, any Preliminary Prospectus or any Final Prospectus shall be
deemed to refer to and include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statements, or the issue date of
the Basic Prospectus, any Preliminary Prospectus or any Final Prospectus, as the
case may be, deemed to be incorporated therein by reference. Certain terms used
in this U.S. Underwriting Agreement are defined in Section 17 hereof.

1. Representations and Warranties. The Company represents and
-------------------------------
warrants to, and agrees with, each U.S. Underwriter as set forth below in this
Section 1.

(a) The Company meets the requirements for use of Form S-3 under the
Securities Act and has prepared and filed with the Commission registration
statements (file numbers 333-91899 and 333-68887) on Form S-3, including a
related basic prospectus, for registration under the Securities Act of the
offering and sale of the Securities. The Company may have filed one or
more amendments thereto, including Preliminary Prospectuses, each of
which has previously been furnished to you. The Company will next file
with the Commission one of the following: (1) after the Effective Date of
such registration statements, final prospectus supplements relating to the
Securities in accordance with Rules 430A and 424(b), (2) prior to the
Effective Date of such registration statements, an amendment to such
registration statements (including the forms of final prospectus
supplements) or (3) final prospectuses in accordance with Rules 415 and
424(b). In the case of clause (1), the Company has included in such
registration statements, as amended at the Effective Date, all information
(other than Rule 430A Information) required by the Securities Act and the
rules thereunder to be included in such registration statements and the
Final Prospectuses. As filed, such final prospectus supplements or such
amendments and forms of final prospectus supplements shall contain all Rule
430A Information, together with all other such required information, and,
except to the extent the U.S. Representatives shall agree in writing to a
modification, shall be in all substantive respects in the form furnished to
you prior to the Execution Time or, to the extent not completed at the
Execution Time, shall contain only such specific additional information and
other changes (beyond that contained in the Basic Prospectus and any
Preliminary Prospectus) as the Company has advised you, prior to the
Execution Time, will be included or made therein.

It is understood that two forms of prospectuses are to be used in
connection with the offering and sale of the Securities: one form of
prospectus relating to the U.S. Securities, which are to be offered and
sold to United States and Canadian

Persons, and one form of prospectus relating to the International
Securities, which are to be offered and sold to persons other than United
States and Canadian Persons. The latter form of prospectus is identical to
the former except for the outside front cover page, page (ii) and the
outside back cover page.

(b) On the Effective Date, the Registration Statements did or will,
and when the Final Prospectuses are first filed (if required) in accordance
with Rule 424(b) and on the Closing Date (as defined in this U.S.
Underwriting Agreement) and on any date on which Option Securities are
purchased, if such date is not the Closing Date (a "settlement date"), the
Final Prospectuses (and any supplement thereto) will, comply in all
material respects with the applicable requirements of the Securities Act
and the Exchange Act and the respective rules thereunder; on the Effective
Date and at the Execution Time, the Registration Statements did not or will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make
the statements therein not misleading; and, on the Effective Date (if the
Final Prospectuses are not filed pursuant to Rule 424(b)) or on the date of
any filing pursuant to Rule 424(b) (if the Final Prospectuses are filed
pursuant to Rule 424(b)) and, in either case, on the Closing Date and any
settlement date, the Final Prospectuses (together with any supplement
thereto) will not, include any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; provided, however, that the Company makes no representations or
warranties as to the information contained in or omitted from the
Registration Statements or the Final Prospectuses (or any supplement
thereto) in reliance upon and in conformity with information furnished in
writing to the Company by or on behalf of any Underwriter through the
Representatives specifically for inclusion in the Registration Statements
or the Final Prospectuses (or any supplement thereto).

(c) Subsequent to the respective dates as of which information is
given in the Final Prospectuses, except as set forth or contemplated in the
Final Prospectuses, neither the Company nor any of its subsidiaries has
incurred any liabilities or obligations, direct or contingent, which are
material to the Company and its subsidiaries taken as a whole, nor entered
into any transaction not in the ordinary course of business that is
material to the Company and its subsidiaries taken as a whole, and there
has not been, singularly or in the aggregate, any material adverse effect,
in the properties, business, results of operations, financial condition,
affairs or business prospects of the Company and its subsidiaries taken as
a whole (a "Material Adverse Effect"). Without limiting the foregoing,
neither the Company nor any of its subsidiaries has sustained since the
respective dates as of which information is given in the Final Prospectuses
any loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental or regulatory action, order or decree,
constituting a Material Adverse Effect, otherwise than as set forth or
contemplated in the Final Prospectuses.

(d) Each of the Company and the Subsidiaries (x) has been duly
organized and is validly existing as a corporation under the laws of its
jurisdiction of organization and is in good standing under the laws of such
jurisdiction, (y) has the requisite corporate power and authority to carry
on its business as it is currently being conducted and as described in the
Final Prospectuses, and to own, lease and operate

its properties and (z) is duly qualified and is authorized to do business
and is in good standing in each jurisdiction where the operation, ownership
or leasing of property or the conduct of its business requires such
qualification, except where any failure to be so qualified would not,
singularly or when aggregated with failures to be qualified elsewhere, have
a Material Adverse Effect. The Company has the requisite corporate power
and authority to execute, deliver and perform this Agreement and to issue,
sell and deliver the Securities. The term "Subsidiary" means each entity
listed on Schedule II hereto.

(e) The Company's authorized equity capitalization is as set forth in
the Final Prospectuses; the capital stock of the Company conforms in all
material respects to the description thereof contained in the Final
Prospectuses; the outstanding shares of Common Stock have been duly and
validly authorized and issued and are fully paid and nonassessable; the
Securities have been duly and validly authorized, and, when issued and
delivered to and paid for by the U.S. Underwriters pursuant to the U.S.
Underwriting Agreement and by the International Underwriters pursuant to
the International Underwriting Agreement, will be fully paid and
nonassessable; the Securities are duly listed, and admitted and authorized
for trading, subject to official notice of issuance, on the Nasdaq National
Market; the certificates for the Securities are in valid and sufficient
form; the holders of outstanding shares of capital stock of the Company are
not entitled to preemptive or other rights to subscribe for the Securities;
and, except as set forth in the Final Prospectuses and, except for
outstanding warrants and options to purchase shares of Common Stock that in
the aggregate represent less than 1% of the Common Stock outstanding on the
date hereof, no options, warrants or other rights to purchase, agreements
or other obligations to issue, or rights to convert any obligations into or
exchange any securities for, shares of capital stock of or ownership
interests in the Company are outstanding. All the outstanding shares of
capital stock of each Subsidiary and of ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, ▇▇▇. have been duly and validly authorized and issued and
are fully paid and nonassessable, and, except as otherwise set forth in the
Final Prospectuses, all outstanding shares of capital stock of the
Subsidiaries are owned by the Company either directly or through wholly
owned subsidiaries free and clear of any perfected security interest or any
other security interests, claims, liens or encumbrances (other than the
pledge of such shares or equity interests pursuant to the agreements the
Company and certain of its subsidiaries have entered into in connection
with the senior secured credit facility described in the Final
Prospectuses).

(f) There is no franchise, contract or other document of a character
required to be described in the Registration Statements or Final
Prospectuses, or to be filed as an exhibit thereto, which is not described
or filed as required; and the statements in the Final Prospectuses under
the headings "Business--Regulation" and "Business--Legal Proceedings"
fairly summarize the matters therein described.

(g) Each of this U.S. Underwriting Agreement and the International
Underwriting Agreement has been duly authorized, executed and delivered by
the Company.

(h) The Company is not and, after giving effect to the offering and
sale of the Securities and the application of the proceeds thereof as
described in the ▇▇▇▇▇

▇

Prospectuses, will not be an "investment company" as defined in the
Investment Company Act of 1940, as amended.

(i) The execution and delivery of this U.S. Underwriting Agreement
and the International Underwriting Agreement, the issuance and sale of the
Securities hereunder and under the International Underwriting Agreement,
the performance by the Company of this U.S. Underwriting Agreement and the
International Underwriting Agreement and the consummation of the other
transactions herein and therein contemplated will not (x) conflict with or
result in a breach or violation of any of the respective charters, by-laws
or other organizational documents of the Company or any of the Subsidiaries
or ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, Ltd., (y) violate or
conflict with any material statute, rule or regulation applicable to the
Company or any Subsidiary or any order or decree of any governmental or
regulatory agency or body or any court having jurisdiction over the Company
or any Subsidiary or any of their respective properties or (z) after giving
effect to the waivers and consents obtained on or prior to the date hereof,
if any, conflict with or result in a breach or violation of any term or
provision of, constitute a default or cause an acceleration of any
obligation under, or result in the imposition or creation of (or the
obligation to create or impose) a lien or other claim or encumbrance with
respect to, any bond, note, debenture or other evidence of indebtedness or
any indenture, mortgage or deed of trust or any other material agreement or
instrument to which the Company or any of the Subsidiaries or ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, Ltd., is a party or by which it
or any of them is bound, or to which any properties of the Company or any
of the Subsidiaries is or may be subject. No authorization, approval or
consent or order of, or filing, registration or qualification with, any
court or governmental or regulatory body or agency is required in
connection with the transactions contemplated by this Agreement and the
International Underwriting Agreement except as have been made or obtained
and except as may be required by and made with or obtained from state
securities laws or regulations, the National Association of Securities
Dealers, Inc. or, with respect to filing the Final Prospectuses with the
Commission in accordance with Rule 424(b) under the Securities Act.

(j) Except as described in the Final Prospectuses, there is no
action, suit or proceeding before or by any court, arbitrator or
governmental or regulatory official, agency or body, domestic or foreign,
pending against or affecting the Company or any of its subsidiaries, or any
of their respective properties, that, if determined adversely, is
reasonably expected to affect adversely the issuance of the Securities or
in any manner draw into question the validity of the U.S. Underwriting
Agreement or the International Underwriting Agreement or the Securities or
to result, singularly or when aggregated with other pending actions and
actions known to be threatened that are not described in the Final
Prospectuses, in a Material Adverse Effect, or that is reasonably expected
to materially and adversely affect the consummation of the U.S.
Underwriting Agreement or the International Underwriting Agreement or the
transactions contemplated hereby or thereby, and to the best of the
Company's knowledge, no such proceedings are contemplated or threatened.

(k) None of the Company, any of the Subsidiaries, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, ▇▇▇. is or after giving effect
to the issuance of the Securities will be (i) in violation of its
respective charter, bylaws or other organizational documents or (ii) in
default in the performance of any bond,

debenture, note or any other evidence of indebtedness or any indenture,
mortgage, deed of trust or other contract, lease or other instrument to
which the Company, any of the Subsidiaries, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, Ltd. is a party or by which any of them is bound, or to
which any of the property or assets of the Company, any of the
Subsidiaries, ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, Ltd. is
subject, other than such defaults that could not, singularly or in the
aggregate, have a Material Adverse Effect.

(l) The firms of accountants that have certified the consolidated
financial statements and supporting schedules of the Company included or
incorporated by reference in the Final Prospectuses are independent public
accountants with respect to the Company and its subsidiaries, as required
by the Securities Act. The consolidated historical statements and any pro
forma information, together with related schedules and notes, if any,
included or incorporated by reference in the Final Prospectuses comply as
to form in all material respects with the requirements of the Securities
Act. Such historical financial statements fairly present in all material
respects the consolidated financial position of the Company and its
subsidiaries at the respective dates indicated and the results of their
operations and their cash flows for the respective periods indicated, in
accordance with generally accepted accounting principles, except as
otherwise expressly stated therein, as consistently applied throughout such
periods. Such pro forma information has been prepared on a basis
consistent with such historical financial statements, except for the pro
forma adjustments specified therein, and gives effect to assumptions made
on a reasonable basis and fairly presents in all material respects and
gives effect to the transactions described therein pertaining to such pro
forma information. The other financial and statistical information and
data included in the Final Prospectuses and the Registration Statements,
historical and pro forma, are, in all material respects, accurately
presented and prepared on a basis consistent with such financial statements
and the books and records of the Company.

(m) Each of the Company and the Subsidiaries has all certificates,
consents, exemptions, orders, permits, licenses, authorizations, or other
approvals (each, an "Authorization") of and from, and has made all
declarations and filings with, all Federal, state, local and other
governmental or regulatory bodies or agencies, and all courts and other
tribunals, necessary or required to own, lease, license and use its
properties and assets and to conduct its business as currently operated in
the manner described in the Final Prospectuses, except to the extent that
the failure to obtain or file any such Authorizations would not, singularly
or in the aggregate, reasonably be expected to have a material adverse
effect on such business taken as a whole. All such Authorizations are in
full force and effect with respect to the Company and the Subsidiaries, and
the Company and the Subsidiaries are in compliance in all material respects
with the terms and conditions of all such Authorizations and with the rules
and regulations of the regulatory authorities and governing bodies having
jurisdiction with respect thereto.

(n) Except as disclosed in the Final Prospectuses, no holder of any
security of the Company has or will have any right to require the
registration of such security by virtue of the offering and sale of the
Securities under the U.S. Underwriting Agreement or the International
Underwriting Agreement other than any such right that has been expressly
waived in writing. No holder of any of the outstanding shares

of capital stock of the Company or any other person is entitled to
preemptive or other rights to subscribe for the Securities.

(o) The Company has not taken nor will it take, directly or
indirectly, any action prohibited by Regulation M under the Exchange Act,
in connection with the offering of the Securities.

(p) Other than the Subsidiaries, there is no entity or other person
(i) of which a majority of the voting equity securities or other interests
is owned, directly or indirectly, by the Company and (ii) which held more
than 5% of the total assets of the Company on a consolidated basis as of
December 31, 1999, excluding inter-company balances.

Any certificate signed by any officer of the Company and delivered to
the Representatives or counsel for the Underwriters in connection with the
offering of the Securities shall be deemed a representation and warranty by
the Company, as to matters covered thereby, to each U.S. Underwriter.

2. Purchase and Sale. (a) Subject to the terms and conditions and
------------------
in reliance upon the representations and warranties set forth in this U.S.
Underwriting Agreement, the Company agrees to sell to each U.S. Underwriter, and
each U.S. Underwriter agrees, severally and not jointly, to purchase from the
Company, at a purchase price of $104.695 per share, the amount of the U.S.
Underwritten Securities set forth opposite such U.S. Underwriter's name in
Schedule I to this U.S. Underwriting Agreement.

(b) Subject to the terms and conditions and in reliance upon the
representations and warranties set forth in this U.S. Underwriting Agreement,
the Company hereby grants an option to the several U.S. Underwriters to
purchase, severally and not jointly, up to 2,550,000 U.S. Option Securities at
the same purchase price per share as the U.S. Underwriters shall pay for the
U.S. Underwritten Securities. Said option may be exercised only to cover over-
allotments in the sale of the U.S. Underwritten Securities by the U.S.
Underwriters. Said option may be exercised in whole or in part at any time (but
not more than once) on or before the 30th day after the date of the Final U.S.
Prospectus upon written or telegraphic notice by the U.S. Representatives to the
Company setting forth the number of shares of the U.S. Option Securities as to
which the several U.S. Underwriters are exercising the option and the settlement
date. The number of U.S. Option Securities to be purchased by each U.S.
Underwriter shall be the same percentage of the total number of shares of the
U.S. Option Securities to be purchased by the several U.S. Underwriters as such
U.S. Underwriter is purchasing of the U.S. Underwritten Securities, subject to
such adjustments as you in your absolute discretion shall make to eliminate any
fractional shares.

3. Delivery and Payment. Delivery of and payment for the U.S.
---------------------
Underwritten Securities and the U.S. Option Securities (if the option provided
for in Section 2(b) hereof shall have been exercised on or before the third
Business Day prior to the Closing Date) shall be made at 10:00 AM, New York City
time, on February 29, 2000 or at such time on such later date not more than
three Business Days after the foregoing date as the U.S. Representatives and the
International Representatives shall designate, which date and time may be
postponed by agreement among the U.S. Representatives, the International
Representatives and the Company or as provided in Section 9 hereof (such date
and time of delivery and payment for the U.S. Securities being called in this
U.S. Underwriting Agreement the "Closing Date"). Delivery of the U.S.
Securities shall be made to the

U.S. Representatives for the respective accounts of the several U.S.
Underwriters against payment by the several U.S. Underwriters through the U.S.
Representatives of the purchase price thereof of the U.S. Securities being sold
by the Company to or upon the order of the Company by wire transfer payable in
same-day funds to the accounts specified by the Company. Delivery of the U.S.
Underwritten Securities and the U.S. Option Securities shall be made through the
facilities of The Depository Trust Company unless the U.S. Representatives shall
otherwise instruct.

If the option provided for in Section 2(b) hereof is exercised after
the third Business Day prior to the Closing Date, the Company will deliver the
U.S. Option Securities (at the expense of the Company), to the U.S.
Representatives, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the date
specified by the U.S. Representatives (which shall be not more than ten nor
fewer than three Business Days after exercise of said option) certificates for
the U.S. Option Securities in such names and denominations as the U.S.
Representatives shall have required for the respective accounts of the several
U.S. Underwriters, against payment by the several U.S. Underwriters through the
U.S. Representatives of the purchase price thereof to or upon the order of the
Company by wire transfer payable in same-day funds to an account specified by
the Company. If settlement for the U.S. Option Securities occurs after the
Closing Date, the Company will deliver to the U.S. Representatives on the
settlement date for the U.S. Option Securities, and the obligation of the U.S.
Underwriters to purchase the U.S. Option Securities shall be conditioned upon
receipt of, supplemental opinions, certificates and letters confirming as of
such date the opinions, certificates and letters delivered on the Closing Date
pursuant to Section 6 hereof.

It is understood and agreed that the Closing Date shall occur
simultaneously with the "Closing Date" under the International Underwriting
Agreement, and that the settlement date, if any, under this U.S. Underwriting
Agreement shall occur simultaneously with the "settlement date" under the
International Underwriting Agreement.

4. Offering by Underwriters. It is understood that the several U.S.
-------------------------
Underwriters propose to offer the U.S. Securities for sale to the public as set
forth in the U.S. Final Prospectus.

5. Agreements. (i) The Company agrees with the several U.S.
-----------
Underwriters that:

(a) The Company will use its best efforts to cause the Registration
Statements, if not effective at the Execution Time, and any amendment
thereof, to become effective. Prior to the termination of the offering of
the Securities, the Company will not file any amendment of the Registration
Statements or supplement to the Basic Prospectus or any Rule 462(b)
Registration Statements unless the Company has furnished you a copy for
your review prior to filing and will not file any such proposed amendment
or supplement to which you reasonably object. Subject to the foregoing
sentence, if the Registration Statements have become or become effective
pursuant to Rule 430A, or filing of the Final Prospectuses is otherwise
required under Rule 424(b), the Company will cause the Final Prospectuses,
properly completed, and any supplement thereto to be filed with the
Commission pursuant to the applicable paragraph of Rule 424(b) within the
time period prescribed and will provide evidence satisfactory to the U.S.
Representatives of such timely filing. The Company will promptly advise
the U.S. Representatives (1) when the Registration Statements, if not
effective at the Execution Time, shall

have become effective, (2) when the Final Prospectuses, and any supplement
thereto, shall have been filed (if required) with the Commission pursuant
to Rule 424(b) or when any Rule 462(b) Registration Statements shall have
been filed with the Commission, (3) when, prior to termination of the
offering of the Securities, any amendment to the Registration Statements
shall have been filed or become effective, (4) of any request by the
Commission or its staff for any amendment of the Registration Statements,
or any Rule 462(b) Registration Statements, or for any supplement to the
Final Prospectuses or for any additional information, (5) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statements or the institution or threatening of any proceeding
for that purpose and (6) of the receipt by the Company of any notification
with respect to the suspension of the qualification of the Securities for
sale in any jurisdiction or the institution or threatening of any
proceeding for such purpose. The Company will use its best efforts to
prevent the issuance of any such stop order or the suspension of any such
qualification and, if issued, to obtain as soon as possible the withdrawal
thereof.

(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Securities Act, any event occurs as a
result of which either of the Final Prospectuses as then supplemented would
include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, or if it shall be
necessary to amend the Registration Statements or supplement either of the
Final Prospectuses to comply with the Securities Act or the Exchange Act or
the respective rules thereunder, the Company promptly will (1) notify the
U.S. Representatives of any such event, (2) prepare and file with the
Commission, subject to the second sentence of paragraph (i)(a) of this
Section 5, an amendment or supplement which will correct such statement or
omission or effect such compliance and (3) supply any supplemented Final
Prospectuses to you in such quantities as you may reasonably request.

(c) As soon as practicable, the Company will make generally available
to its security holders an earnings statement or statements of the Company
and its subsidiaries which will satisfy the provisions of Section 11(a) of
the Securities Act and Rule 158 under the Securities Act.

(d) The Company will furnish to the U.S. Representatives and counsel
for the U.S. Underwriters, without charge, a conformed copy of the
Registration Statements (including exhibits thereto) and to each other U.S.
Underwriter a copy of the Registration Statements (without exhibits
thereto) and, so long as delivery of a prospectus by U.S. Underwriter or
dealer may be required by the Securities Act, as many copies of the U.S.
Preliminary Prospectus and the U.S. Final Prospectus and any supplement
thereto as the U.S. Representatives may reasonably request. The Company
will pay the expenses of printing or other production of all such
documents.

(e) The Company will cooperate with the Representatives in arranging,
at the Company's cost, for the qualification of the Securities for sale
under the laws of such jurisdictions as the U.S. Representatives may
designate and will maintain such qualifications in effect so long as
required for the sale of the U.S. Securities; provided, however, that in
connection therewith the Company shall not be required to qualify as a
foreign corporation or to execute a general consent to service of

process in any jurisdiction or subject itself to taxation in excess of a
nominal dollar amount in any such jurisdiction where it is not then
subject. The Company promptly will advise the U.S. Representatives of the
receipt by it of any notification with respect to the suspension of the
qualification of the U.S. Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose.

(f) The Company will not, without the prior written consent of
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., offer, sell, contract to sell, issue, announce
the offering or issuance of or otherwise dispose of, directly or
indirectly, register, cause to be registered or announce the registration
or intended registration of, in any case for its own account, any shares of
Common Stock, including any such shares beneficially or indirectly owned or
controlled by the Company, or any securities convertible into or
exchangeable for Common Stock, for a period of 90 days from the date of the
International Final Prospectus, except for: (A) up to 3,000,000 shares of
Common Stock in the aggregate issued in connection with acquisitions
(including by consolidation, merger or similar transaction and including
acquisitions of shares of any of its subsidiaries held by minority
shareholders), provided that more than 3,000,000 such shares may be issued
to the extent the purchaser or purchasers of such excess shares agree to be
bound by the provisions of this paragraph for any remaining portion of such
90-day period, (B) Common Stock issued pursuant to any employee benefit
plan, stock ownership or stock option plan or dividend reinvestment plan in
effect on the Execution Date or options granted pursuant to any such plan
in effect on the Execution Date, provided that such options cannot be
exercised for any remaining portion of such 90-day period, (C) Common Stock
issued in connection with the inclusion of the Common Stock in any Major
Market Index, (D) maintaining the effectiveness of any registration
statement in place on the Execution Date or otherwise permitted to be filed
under this paragraph, (E) Common Stock issued in connection with the
exercise of any warrants outstanding on the Execution Date, (F) Common
Stock issued to prospective employees in connection with such employees
being hired by the Company, (G) the Securities, the Convertible Notes
issuable under the Underwriting Agreement, dated February 23, 2000, among
the Company and the representatives of the underwriters listed therein, the
Common Stock issuable upon conversion of such Convertible Notes and upon
conversion of the Company's existing 6% Convertible Subordinated Notes due
2009 and (H) the filing, announcing or amending of a shelf registration for
up to $5 billion of securities, provided, however, that this clause (H)
shall not permit the actual offering, or "take down" of any such securities
during such 90-day period.

(g) The Company will not take, directly or indirectly, any action
designed to or which has constituted or which might reasonably be expected
to cause or result, under the Exchange Act or otherwise, in stabilization
or manipulation of the price of any security of the Company to facilitate
the sale or resale of the Securities.

(h) The Company will apply the net proceeds from the sale of the
Securities sold by it substantially in accordance with its statements under
the caption "Use of Proceeds" in the Final Prospectuses.

(ii) Each U.S. Underwriter agrees that (i) it is not purchasing any
of the U.S. Securities for the account of anyone other than a United States or
Canadian Person, (ii) it has not offered or sold, and will not offer or sell,
directly or indirectly, any of the U.S. Securities or distribute any U.S. Final
Prospectus to any person outside the United States or Canada,

or to anyone other than a United States or Canadian Person, and (iii) any dealer
to whom it may sell any of the U.S. Securities will represent that it is not
purchasing for the account of anyone other than a United States or Canadian
Person and agree that it will not offer or resell, directly or indirectly, any
of the U.S. Securities outside the United States or Canada, or to anyone other
than a United States or Canadian Person or to any other dealer who does not so
represent and agree; provided, however, that the foregoing shall not restrict
(A) purchases and sales between the International Underwriters on the one hand
and the U.S. Underwriters on the other hand pursuant to the Agreement Between
U.S. Underwriters and International Underwriters, (B) stabilization transactions
contemplated under the Agreement Between U.S. Underwriters and International
Underwriters, conducted through ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (or through the U.S.
Representatives and International Representatives) as part of the distribution
of the Securities, and (C) sales to or through (or distributions of U.S. Final
Prospectuses or U.S. Preliminary Prospectuses to) United States or Canadian
Persons who are investment advisors, or who otherwise exercise investment
discretion, and who are purchasing for the account of anyone other than a United
States or Canadian Person.

(iii) The agreements of the U.S. Underwriters set forth in paragraph
(ii) of this Section 5 shall terminate upon the earlier of the following events:

(a) a mutual agreement of the U.S. Representatives and the
International Representatives to terminate the selling restrictions set
forth in paragraph (ii) of this Section 5 and in Section 5(ii) of the
International Underwriting Agreement; or

(b) the expiration of a period of 30 days after the Closing Date,
unless (A) the U.S. Representatives shall have given notice to the Company
and the International Representatives that the distribution of the U.S.
Securities by the U.S. Underwriters has not yet been completed, or (B) the
International Representatives shall have given notice to the Company and
the U.S. Representatives that the distribution of the International
Securities by the International Underwriters has not yet been completed. If
such notice by the U.S. Representatives or the International
Representatives is given, the agreements set forth in such paragraph (ii)
shall survive until the earlier of (1) the event referred to in clause (a)
of this subsection (iii) or (2) the expiration of an additional period of
30 days from the date of any such notice.

6. Conditions to the Obligations of the Underwriters. The
--------------------------------------------------
obligations of the U.S. Underwriters to purchase the U.S. Underwritten
Securities and the U.S. Option Securities, as the case may be, shall be subject
to the accuracy of the representations and warranties on the part of the Company
contained in this U.S. Underwriting Agreement as of the Execution Time, the
Closing Date and any settlement date pursuant to Section 3 hereof, to the
accuracy of the statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its obligations
under this U.S. Underwriting Agreement and to the following additional
conditions:

(a) If the Registration Statements have not become effective prior
to the Execution Time, unless the U.S. Representatives and the
International Representatives agree in writing to a later time, the
Registration Statements will become effective not later than (i) 6:00 PM
New York City time on the date of determination of the public offering
price, if such determination occurred at or prior to 3:00 PM New York City
time on such date or (ii) 9:30 AM on the Business Day following the day on
which the public offering price was determined, if such determination
occurred after 3:00 PM New York City time on such date; if filing of

the Final Prospectuses, or any supplement thereto, is required pursuant to
Rule 424(b), the Final Prospectuses, and any such supplement, will be filed
in the manner and within the time period required by Rule 424(b); and no
stop order suspending the effectiveness of the Registration Statements
shall have been issued and no proceedings for that purpose shall have been
instituted or threatened.

(b) The Company shall have requested and caused ▇▇▇▇▇▇▇ ▇▇▇▇ &
▇▇▇▇▇▇▇▇▇, counsel for the Company, to have furnished to the
Representatives their opinion, dated the Closing Date and addressed to the
Representatives on behalf of the Underwriters, to the effect of Exhibit A.

(c) The Company shall have caused ▇▇▇▇▇▇▇ Berlin Shereff ▇▇▇▇▇▇▇▇
LLP, regulatory counsel for the Company, to have furnished to the
Representatives their opinion, dated the Closing Date and addressed to the
Representatives on behalf of the Underwriters, to the effect of Exhibit B.

(d) The Company shall have caused Osler, ▇▇▇▇▇▇ & Harcourt, Canadian
regulatory counsel for the Company, to have furnished to the
Representatives their opinion, dated the Closing Date, and addressed to the
Representatives on behalf of the Underwriters, to the effect of Exhibit C.

(e) The Company shall have furnished to the Representatives the
opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President, General Counsel and
Secretary of the Company, dated the Closing Date and addressed to the
Representatives on behalf of the Underwriters, to the effect of Exhibit D.

(f) The Representatives shall have received from Cravath, Swaine &
▇▇▇▇▇, counsel for the Underwriters, such opinion or opinions, dated the
Closing Date and addressed to the Representatives on behalf of the
Underwriters, with respect to the issuance and sale of the Securities, the
Registration Statements, the Final Prospectuses (together with any
supplement thereto) and other related matters as the Representatives may
reasonably require, and the Company shall have furnished to such counsel
such documents as they request for the purpose of enabling them to pass
upon such matters.

(g) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the President and Chief Executive
Officer and the Executive Vice President and Chief Financial Officer of the
Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statements, the Final
Prospectuses, any supplements to the Final Prospectuses and the
Underwriting Agreements and that:

(i) the representations and warranties of the Company in the
Underwriting Agreements are true and correct in all material
respects on and as of the Closing Date with the same effect
as if made on the Closing Date, and the Company has complied
with all the agreements and satisfied all the conditions on
its part to be performed or satisfied hereunder at or prior
to the Closing Date;

(ii) no stop order suspending the effectiveness of the
Registration Statements have been issued and no proceedings
for that purpose have been instituted or, to the Company's
knowledge, threatened; and

(iii) since December 31, 1999, the date of the most recent
financial statements included or incorporated by reference
in the Final Prospectuses (exclusive of any supplements
thereto), there has not been, singularly or in the
aggregate, any Material Adverse Effect, whether or not
arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the
Final Prospectuses (exclusive of any supplement thereto).

(h) The Company shall have requested and caused
PricewaterhouseCoopers LLP to have furnished to the Representatives, at the
Execution Time and at the Closing Date, letters, dated respectively as of
the Execution Time and as of the Closing Date, in form and substance
reasonably satisfactory to the Representatives, confirming that they are
independent accountants within the meaning of the Securities Act and the
Exchange Act and the respective applicable rules and regulations adopted by
the Commission thereunder and Rule 101 of the Code of Professional Conduct
of the American Institute of Certified Public Accountants and stating in
effect that:

(i) in their opinion the audited financial statements and
financial statement schedules included or incorporated by reference in
the Registration Statements and the Final Prospectuses and reported on
by them comply as to form in all material respects with the applicable
accounting requirements of the Securities Act and the Exchange Act and
the related rules and regulations adopted by the Commission;

(ii) nothing came to their attention which caused them to
believe that the information included or incorporated by reference in
the Registration Statements and the Final Prospectuses in response to
Regulation S-K, Item 301 (Selected Financial Data) and Item 503(d)
(Ratio of Earnings to Fixed Charges) is not in conformity with the
applicable disclosure requirements of Regulation S-K; and

(iii) they have performed certain other specified procedures as a
result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Company and its subsidiaries) in the
Final Prospectuses, agrees with the accounting records of the Company
and its subsidiaries, excluding any questions of legal interpretation.

All references in this Section 6(h) to the Registration Statements or
the Final Prospectuses shall be deemed to include any amendments or
supplements thereto at the date of the letter.

(i) At the Execution Time and at the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
LLP shall have furnished to the Representatives a letter or letters, dated
respectively as of the Execution Time and as of the Closing Date, in form
and substance reasonably satisfactory to the Representatives, confirming
that they are independent accountants within the meaning of the Securities
Act and the Exchange Act and the applicable rules and regulations
thereunder and Rule 101 of the Code of Professional Conduct of the American
Institute of Certified Public Accountants and stating in effect that:

(i) in their opinion the audited financial statements and
financial statement schedules included or incorporated by reference
in the Registration Statements and Final Prospectuses reported on by
them comply as to form in all material respects with the applicable
accounting requirements of the Securities Act and the Exchange Act and
the related rules and regulations adopted by the Commission; and

(ii) they have performed certain other specified procedures as a
result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Company and its subsidiaries) set
forth in the Registration Statements and the Final Prospectuses, and
the information included or incorporated by reference in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999,
incorporated by reference in the Registration Statements and the Final
Prospectuses, agrees with the accounting records of the Company and
its subsidiaries, excluding any questions of legal interpretation.

All references in this Section 6(i) to the Registration Statements or
the Final Prospectuses shall be deemed to include any amendment or
supplement thereto at the date of the letter.

(j) Subsequent to the Execution Time or, if earlier, the dates as of
which information is given in the Registration Statements (exclusive of any
amendment thereof) and the Final Prospectuses (exclusive of any supplement
thereto), there shall not have been (i) any increase, change or decrease
specified in the letter or letters referred to in paragraph (i) of this
Section 6 or (ii) any change, or any development involving a prospective
change, in or affecting the properties, business, results of operations,
financial condition, affairs or business prospects of the Company and its
subsidiaries, taken as a whole, whether or not arising from transactions in
the ordinary course of business, except as set forth in or contemplated in
the Final Prospectuses (exclusive of any supplement thereto) the effect of
which, in any case referred to in clause (i) or (ii) above, is, in the sole
judgment of the Representatives, so material and adverse as to make it
impractical or inadvisable to proceed with the offering or delivery of the
Securities as contemplated by the Final Prospectuses (exclusive of any
supplement thereto).

(k) Subsequent to the Execution Time, there shall not have been (i)
any decrease in the rating of any of the Company's debt securities by any
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Securities Act) or (ii) any notice given
of any intended or potential decrease in any such rating or that such
organization has under surveillance or review (other

than any such notice with positive implications of a possible upgrading)
its rating of the Company's debt securities.

(l) The Securities shall have been listed and admitted and authorized
for trading, subject to official notice of issuance, on the Nasdaq National
Market, and reasonably satisfactory evidence of such actions shall have
been provided to the Representatives.

(m) The closing of the purchase of the U.S. Underwritten Securities
to be issued and sold by the Company pursuant to the U.S. Underwriting
Agreement shall occur concurrently with the closing of the International
Underwritten Securities to be issued and sold by the Company pursuant to
the International Underwriting Agreement.

(n) Prior to the Closing Date, the Company shall have furnished to
the Representatives such further information, certificates and documents as
the Representatives may reasonably request.

If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this U.S.
Underwriting Agreement and the International Underwriting Agreement, or if any
of the opinions and certificates mentioned above or elsewhere in this U.S.
Underwriting Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the U.S. Representatives and counsel for
the U.S. Underwriters, this U.S. Underwriting Agreement and all obligations of
the U.S. Underwriters hereunder may be canceled at, or at any time prior to, the
Closing Date by the U.S. Representatives. Notice of such cancelation shall be
given to the Company in writing or by telephone or facsimile confirmed in
writing.

The documents required to be delivered by this Section 6 shall be
delivered at the office of Cravath, Swaine & ▇▇▇▇▇, counsel for the
Underwriters, at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the Closing
Date.

7. Reimbursement of U.S. Underwriters' Expenses. If the sale of the
---------------------------------------------
U.S. Securities provided for in this U.S. Underwriting Agreement is not
consummated because any condition to the obligations of the U.S. Underwriters
set forth in Section 6 hereof is not satisfied, because of any termination
pursuant to Section 10 hereof or because of any refusal, inability or failure on
the part of the Company to perform any agreement in this U.S. Underwriting
Agreement or comply with any provision hereof, other than by reason of a default
by any of the U.S. Underwriters, the Company will reimburse the U.S.
Underwriters severally through ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. on demand for all
reasonable out-of-pocket expenses (including reasonable fees and disbursements
of counsel) that shall have been incurred by them in connection with the
proposed purchase and sale of the Securities. Except as provided in the
preceding sentence or elsewhere in this U.S. Underwriting Agreement, the U.S.
Underwriters shall be responsible for all costs and expenses incurred by them in
connection with their purchase of the U.S. Securities hereunder and the resale
of any of the U.S. Securities, including, without limitation, their own out-of-
pocket lodging, meal and other "roadshow" expenses and fees and disbursements of
counsel for the U.S. Underwriters and (ii) such other "roadshow" expenses as
shall be agreed upon by the Company and the U.S. Representatives.

8. Indemnification and Contribution. (a) The Company agrees to
---------------------------------
indemnify and hold harmless each U.S. Underwriter, the directors, officers,
employees and agents of each U.S. Underwriter and each person who controls any
U.S. Underwriter within the meaning of either the Securities Act or the Exchange
Act against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Securities
Act, the Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statements for the registration of the Securities as originally
filed or in any amendment thereof, or in any U.S. Preliminary Prospectus or in
the U.S. Final Prospectus, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf of
any U.S. Underwriter through the U.S. Representatives specifically for inclusion
therein; provided further, that with respect to any untrue statement or omission
of material fact made in the Basic Prospectus or any U.S. Preliminary
Prospectus, the indemnity agreement contained in this Section 8(a) shall not
inure to the benefit of any U.S. Underwriter from whom the person asserting any
such loss, claim, damage or liability purchased the securities concerned, to the
extent that any such loss, claim, damage or liability of such U.S. Underwriter
occurs under the circumstance where it shall have been determined by a court of
competent jurisdiction by final and nonappealable judgment that such loss,
claim, damage or liability results from the fact that (i) the Company had
previously furnished copies of the U.S. Final Prospectus to the Representatives,
(ii) delivery of the U.S. Final Prospectus was required by the Securities Act to
be made to such person, (iii) the untrue statement or omission of a material
fact contained in the Basic Prospectus or the U.S. Preliminary Prospectus was
corrected in the U.S. Final Prospectus, (iv) there was not sent or given to such
person, at or prior to the written confirmation of the sale of such securities
to such person, a copy of the U.S. Final Prospectus and (v) such correction
would have cured the defect giving rise to such loss, claim, damage or
liability. This indemnity agreement will be in addition to any liability which
the Company may otherwise have.

(b) Each U.S. Underwriter severally and not jointly agrees to
indemnify and hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statements, and each person who controls the
Company within the meaning of either the Securities Act or the Exchange Act, to
the same extent as the foregoing indemnity to each U.S. Underwriter, but only
with reference to written information relating to such U.S. Underwriter
furnished to the Company by or on behalf of such U.S. Underwriter through the
U.S. Representatives specifically for inclusion in the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to any
liability which any U.S. Underwriter may otherwise have. The Company
acknowledges that (i) the list of Underwriters and their respective
participation in the sale of the Securities, (ii) the sentences related to
concessions and reallowances and (iii) the paragraphs related to stabilization,
syndicate covering transactions and penalty bids, under the heading
"Underwriting" in the U.S. Preliminary Prospectus and U.S. Final Prospectus,
constitute the only information

furnished in writing by or on behalf of the several U.S. Underwriters for
inclusion in any U.S. Preliminary Prospectus or the U.S. Final Prospectus.

(c) Promptly after receipt by an indemnified party under this Section
8 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any
event, relieve the indemnifying party from any obligations to any indemnified
party other than the indemnification obligation provided in paragraph (a) or
(b) above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to represent the
indemnified party in any action for which indemnification is sought (in which
case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties
except as set forth below); provided, however, that such counsel shall be
reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the
use of counsel chosen by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of interest, (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, (iii) the indemnifying party shall not have
employed counsel reasonably satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An
indemnifying party will not, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
under this U.S. Underwriting Agreement (whether or not the indemnified parties
are actual or potential parties to such claim or action) unless such settlement,
compromise or consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding.
It is understood, however, that the Company shall, in connection with any one
such action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of only one separate firm of
attorneys (in addition to any local counsel) at any time for all such U.S.
Underwriters and controlling persons, which firm shall be designated in writing
by ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇. An indemnifying party shall not be liable under this
Section 8 to any indemnified party regarding any settlement or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless such settlement,
compromise or consent is consented to by such indemnifying party, which consent
shall not be unreasonably withheld.

(d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section 8 is unavailable to or insufficient to hold harmless an
indemnified party for any reason, the Company and the U.S. Underwriters
severally agree to contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) (collectively "Losses") to which the
Company and one or more of the U.S. Underwriters may be subject in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and by the U.S. Underwriters on the other from the
offering of the U.S. Securities; provided, however, that in no case shall any
U.S. Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the U.S. Securities) be responsible for any amount
in excess of the underwriting discount or commission applicable to the
Securities purchased by such U.S. Underwriter under this U.S. Underwriting
Agreement. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company and the U.S. Underwriters severally
shall contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
of the U.S. Underwriters on the other in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal
to the total net proceeds from the offering (before deducting expenses) received
by it, and benefits received by the U.S. Underwriters shall be deemed to be
equal to the total underwriting discounts and commissions, in each case as set
forth on the cover page of the U.S. Prospectus. Relative fault shall be
determined by reference to, among other things, whether any untrue or any
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information provided by the Company on the
one hand or the U.S. Underwriters on the other, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The Company and the U.S.
Underwriters agree that it would not be just and equitable if contribution were
determined by pro rata allocation or any other method of allocation which does
not take account of the equitable considerations referred to above.
Notwithstanding the provisions of this paragraph (d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 8,
each person who controls an U.S. Underwriter within the meaning of either the
Securities Act or the Exchange Act and each director, officer, employee and
agent of an U.S. Underwriter shall have the same rights to contribution as such
U.S. Underwriter, and each person who controls the Company within the meaning of
either the Securities Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statements and each director of the Company
shall have the same rights to contribution as the Company, subject in each case
to the applicable terms and conditions of this paragraph (d).

9. Default by a U.S. Underwriter. If any one or more U.S.
------------------------------
Underwriters shall fail to purchase and pay for any of the U.S. Securities
agreed to be purchased by such U.S. Underwriter or U.S. Underwriters under this
U.S. Underwriting Agreement and such failure to purchase shall constitute a
default in the performance of its or their obligations under this U.S.
Underwriting Agreement, the remaining U.S. Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the amount
of U.S. Securities set forth opposite their names in Schedule I hereto bears to
the aggregate amount of U.S. Securities set forth opposite the names of all the
remaining U.S. Underwriters) the U.S. Securities which the defaulting U.S.
Underwriter or U.S. Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate amount of U.S. Securities

which the defaulting U.S. Underwriter or U.S. Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate amount of U.S. Securities set forth
in Schedule I hereto, the remaining U.S. Underwriters shall have the right to
purchase all, but shall not be under any obligation to purchase any, of the U.S.
Securities, and if such nondefaulting U.S. Underwriters do not purchase all the
U.S. Securities, this U.S. Underwriting Agreement will terminate without
liability to any nondefaulting U.S. Underwriter or the Company, except as
provided in Section 11 hereof. In the event of a default by any U.S. Underwriter
as set forth in this Section 9, the Closing Date shall be postponed for such
period, not exceeding five Business Days, as the U.S. Representatives shall
determine in order that the required changes in the Registration Statements and
the Final Prospectuses or in any other documents or arrangements may be
effected. Nothing contained in this U.S. Underwriting Agreement shall relieve
any defaulting U.S. Underwriter of its liability, if any, to the Company and any
nondefaulting U.S. Underwriter for damages occasioned by its default under this
U.S. Underwriting Agreement.

10. Termination. This U.S. Underwriting Agreement shall be subject
------------
to termination in the absolute discretion of the U.S. Representatives, by notice
given to the Company prior to delivery of and payment for the U.S. Securities,
if at any time prior to such time (i) trading in any of the Company's Securities
shall have been suspended by the Commission or the Nasdaq National Market or
trading in securities generally on the New York Stock Exchange or the Nasdaq
National Market shall have been suspended or limited or minimum prices shall
have been established on such Exchange or the Nasdaq National Market, (ii) a
banking moratorium shall have been declared either by Federal or New York State
authorities or (iii) there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national emergency or war, or
other calamity or crisis the effect of which on financial markets is such as to
make it, in the sole judgment of the U.S. Representatives, impractical or
inadvisable to proceed with the offering or delivery of the U.S. Securities as
contemplated by the U.S. Final Prospectus (exclusive of any supplement
thereto).

11. Representations and Indemnities to Survive. The respective
-------------------------------------------
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the U.S. Underwriters set forth in or made
pursuant to this U.S. Underwriting Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any U.S.
Underwriter or the Company or any of the officers, directors, employees, agents
or controlling persons referred to in Section 8 hereof, and will survive
delivery of and payment for the U.S. Securities. The provisions of Sections 7
and 8 hereof shall survive the termination or cancelation of the U.S.
Underwriting Agreement.

12. Notices. All communications under this U.S. Underwriting
--------
Agreement will be in writing and effective only on receipt, and, if sent to the
U.S. Representatives, will be mailed, delivered or telefaxed to the ▇▇▇▇▇▇▇
▇▇▇▇▇ Barney Inc. General Counsel (fax no.: (▇▇▇) ▇▇▇-▇▇▇▇) and confirmed to the
General Counsel, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attention: General Counsel; or, if sent to the Company, will be
mailed, delivered or telefaxed to Level 3 Communications, Inc. (fax no.: (303)
▇▇▇-▇▇▇▇) Attention: General Counsel and confirmed to it at ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel.

13. Successors. This U.S. Underwriting Agreement will inure to the
-----------
benefit of and be binding upon the parties hereto and their respective
successors and the officers,

directors, employees, agents and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation under this U.S.
Underwriting Agreement.

14. Applicable Law. This U.S. Underwriting Agreement will be
---------------
governed by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed within the State of New York.

15. Counterparts. This U.S. Underwriting Agreement may be signed in
------------
one or more counterparts, each of which shall constitute an original and all of
which together shall constitute one and the same agreement.

16. Headings. The section headings used in this U.S. Underwriting
---------
Agreement are for convenience only and shall not affect the construction hereof.

17. Definitions. The terms which follow, when used in this U.S.
------------
Underwriting Agreement, shall have the meanings indicated.

"Basic Prospectus" shall mean the prospectus referred to in Section
1(a) above contained in the Registration Statements at the Effective Date,
including the Preliminary Prospectuses (if any).

"Business Day" shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

"Commission" shall mean the Securities and Exchange Commission.

"Effective Date" shall mean each date and time that the Registration
Statements, any post-effective amendment or amendments thereto and any Rule
462(b) Registration Statements became or become effective.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated
thereunder.

"Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto.

"Final Prospectuses" and "each Final Prospectus" and "the Final
Prospectus" shall mean the U.S. Final Prospectus and the International
Final Prospectus.

"International Preliminary Prospectus" shall have the meaning set
forth under "U.S. Preliminary Prospectus."

"International Final Prospectus" shall mean such form of final
prospectus supplement relating to the International Securities as first
filed pursuant to Rule 424(b) after the Execution Time, together with the
Basic Prospectus or, if no filing pursuant to Rule 424(b) is made, such
form of prospectus supplement relating to the International Securities
included in the Registration Statements at the Effective Date.

"International Representative" shall mean the addressees of the
International Underwriting Agreement.

"International Securities" shall mean the International Underwritten
Securities and the International Option Securities.

"International Underwriters" shall mean the several underwriters named
in Schedule I to the International Underwriting Agreement.

"International Underwriting Agreement" shall mean the International
Underwriting Agreement dated the date hereof related to the sale of the
International Securities by the Company to the International Underwriters.

"Major Market Index" shall mean the Dow ▇▇▇▇▇ Industrial Average or
Standard and Poor's 500 Stock Index.

"Preliminary Prospectus" shall have the meaning set forth under "U.S.
Preliminary Prospectus."

"Preliminary Prospectuses" shall have the meaning set forth under
"U.S. Preliminary Prospectus".

"Representatives" shall mean the U.S. Representatives and the
International Representatives.

"Registration Statements" shall mean the Registration Statements
referred to in Section 1(a) above, including exhibits and financial
statements, as amended at the Execution Time (or, if not effective at the
Execution Time, in the form in which it shall become effective) and, in the
event any post-effective amendment thereto or any Rule 462(b) Registration
Statements become effective prior to the Closing Date, shall also mean such
Registration Statements as so amended or such Rule 462(b) Registration
Statements, as the case may be. Such term shall include any Rule 430A
Information deemed to be included therein at the Effective Date as provided
by Rule 430A.

"Rule 415", "Rule 424", "Rule 430A" and "Rule 462" refer to such rules
under the Securities Act.

"Rule 430A Information" shall mean information with respect to the
Securities and the offering thereof permitted to be omitted from the
Registration Statements when they become effective pursuant to Rule 430A.

"Rule 462(b) Registration Statements" shall mean Registration
Statements and any amendments thereto filed pursuant to Rule 462(b)
relating to the offering covered by the Registration Statements referred to
in Section 1(a) hereof.

"▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇" shall mean ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. and
Salomon Brothers International Limited.

"Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

"Securities" shall mean the U.S. Securities and the International
Securities.

"Underwriter" and "Underwriters" shall mean the U.S. Underwriters and
the International Underwriters.

"Underwriting Agreements" still mean the U.S. Underwriting Agreement
and the International Underwriting Agreement.

"Underwritten Securities" shall mean the International Underwritten
Securities and the U.S. Underwritten Securities.

"U.S. Preliminary Prospectus" and the "International Preliminary
Prospectus", respectively, shall mean any preliminary prospectus supplement
to the Basic Prospectus with respect to the offering of the U.S. Securities
and the International Securities, as the case may be, referred to in
paragraph 1(i)(a) above and any preliminary prospectus supplement to the
Basic Prospectus with respect to the offering of the U.S. Securities and
the International Securities, as the case may be, included in the
Registration Statements at the Effective Date that omits Rule 430A
Information; the U.S. Preliminary Prospectus and the International
Preliminary Prospectus are hereinafter collectively called the "Preliminary
Prospectuses".

"U.S. Final Prospectus" shall mean the prospectus supplement relating
to the U.S. Securities that is first filed pursuant to Rule 424(b) after
the Execution Time, together with the Basic Prospectus or, if no filing
pursuant to Rule 424(b) is required, shall mean the form of final
prospectus supplement relating to the U.S. Securities included in the
Registration Statements at the Effective Date.

"U.S. Representatives" shall mean the addressees of the U.S.
Underwriting Agreement.

"U.S. Securities" shall mean the U.S. Underwritten Securities and the
U.S. Option Securities.

"U.S. Underwriting Agreement" shall mean this agreement relating to
the sale of the U.S. Securities by the Company to the U.S. Underwriters.

"U.S. Underwriters" shall mean the several underwriters named in
Schedule I to the U.S. Underwriting Agreement.

"United States or Canadian Person" shall mean any person who is a
national or resident of the United States or Canada, any corporation,
partnership, or other entity created or organized in or under the laws of
the United States or Canada or of any political subdivision thereof, or any
estate or trust the income of which is subject to United States or Canadian
Federal income taxation, regardless of its source (other than any non-
United States or non-Canadian branch of any United States or Canadian
Person), and shall include any United States or Canadian branch of a person
other than a United States or Canadian Person. "U.S." or "United States"
shall mean the United States of America (including the states thereof and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.

Very truly yours,

▇▇▇▇▇ ▇ Communications, Inc.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President

The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

By: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.

By:/s/ D. ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: D. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director

For themselves and the other
several U.S. Underwriters named
in Schedule I to the foregoing
Agreement.

SCHEDULE I

Number of
U.S. Underwritten
Underwriters Securities to be Purchased
------------ --------------------------

▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc............................ 5,142,500
▇▇▇▇▇▇▇, Sachs & Co................................. 5,142,500
▇.▇. ▇▇▇▇▇▇ Securities Inc.......................... 1,317,500
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated................... 1,317,500
Chase Securities Inc................................ 510,000
Credit Suisse First Boston Corporation.............. 510,000
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated.. 510,000
Banc of America Securities LLC...................... 425,000
▇▇▇▇▇ Partners, Inc................................. 425,000
▇▇▇▇▇▇▇▇▇▇▇, Pettis, Smith, Polian Inc.............. 425,000
Lazard Freres & Co. LLC............................. 425,000
U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc...................... 425,000
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities, Inc................. 425,000
----------

Total............................................ 17,000,000
==========

SCHEDULE II

Subsidiaries
------------

PKS Information Services, Inc.
▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, ▇▇▇.
KCP, Inc.
▇▇▇▇▇ ▇ International, Inc.
▇▇▇▇▇ ▇ Communications, LLC

EXHIBIT A

Opinion of
----------
▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
------------------------
Counsel for the Company
-----------------------

1. Each of the Company and Level 3 Communications, LLC has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of the jurisdiction in which it is chartered or organized, with full power
and authority to own or lease, as the case may be, and to operate its properties
and conduct its business as described in the U.S. and International Final
Prospectuses (the "Final Prospectuses").

2. All the outstanding shares of capital stock or other equity
interests of the Company and Level 3 Communications, LLC have been duly and
validly authorized and are duly issued and are fully paid and nonassessable, and
have not been issued and are not owned or held in violation of any statutory
preemptive right of stockholders; to the knowledge of such counsel after due
inquiry, such shares or other equity interests are not held in violation of any
other preemptive right of stockholders or other equity interest holders, and
except as otherwise set forth in the Final Prospectuses, all outstanding equity
interests of Level 3 Communications, LLC are owned by the Company either
directly or through wholly owned subsidiaries, to the knowledge of such counsel,
after due inquiry, free and clear of any agreement providing for a security
interest in such equity interests to secure any obligation and any stockholders'
agreements, voting trusts, claims or other encumbrances (other than the pledge
of the equity interests of Level 3 Communications, LLC pursuant to the
agreements the Company and certain of its subsidiaries have entered into in
connection with the senior secured credit facility described in the Final
Prospectuses).

3. (i) To the best knowledge of such counsel, there is no pending or
threatened action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of its
Subsidiaries or its or their property of a character required to be disclosed in
the Registration Statements which is not adequately disclosed or incorporated by
reference in the Final Prospectuses, and (ii) to the best knowledge of such
counsel, there is no contract or other document of a character required to be
described in the Registration Statements or the Final Prospectuses, or to be
filed as an exhibit thereto, which is not described or filed as required; and
the statements included in the Final Prospectuses under the heading "Certain
United States Tax Consequences to Non-United States Holders," insofar as such
section summarizes matters of law, fairly summarize the matters therein
described.

4. The Registration Statements have become effective under the
Securities Act; any required filing of the Basic Prospectus, any Preliminary
Prospectus and the Final Prospectuses and any supplements thereto, pursuant to
Rule 424(b) has been made in the manner and within the time period required by
Rule 424(b); to the knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statements have been issued, no proceedings
for that purpose have been instituted or threatened and the Registration
Statements and the Final Prospectuses (other than the financial statements and
other financial information contained therein or omitted therefrom, as to which
such counsel need express no opinion) comply as to form in all material respects
with the applicable requirements of the Securities Act and the Exchange Act and
the respective rules thereunder.

2
5. The Company is not and, after giving effect to the offering and
sale of the Securities and the application of the proceeds thereof as described
in the Final Prospectuses, will not be an "investment company" as defined in the
Investment Company Act of 1940, as amended.

6. To the best knowledge of such counsel, no consent, approval,
authorization, license, certificate, permit or order of any court or
governmental agency or body is required for the execution, delivery and
performance of the Underwriting Agreements and the Securities or for the
consummation of the transactions contemplated thereby, except such as may be
required by the Federal Communications Commission or similar state regulatory
authorities or under the blue sky laws of any jurisdiction in connection with
the purchase and distribution of the Securities by the Underwriters (as to which
such counsel need not opine) and such other approvals (to be specified in such
opinion) as have been obtained.

7. Neither the execution and delivery of the Underwriting Agreements,
nor the issue and sale of the Securities, nor the consummation of any other of
the transactions therein contemplated nor the fulfillment of the terms thereof
will conflict with, result in a breach of, or constitute a default under the
certificate of incorporation, by-laws or other organizational documents of the
Company or of any Subsidiary or the terms of any agreement or instrument listed
on Annex I hereto, or any judgment, order or regulation known to such counsel to
be applicable to the Company or any of its Subsidiaries of any court, regulatory
body, administrative agency, governmental agency, authority or body or
arbitrator having jurisdiction over the Company or any of its Subsidiaries,
except orders or regulations of the Federal Communications Commission or similar
state regulatory authorities or regulations of any state securities commission
(as to which such counsel need not opine).

8. To the knowledge of such counsel, no holders of securities of the
Company have rights to the registration of such securities in connection with or
as a result of the offering and sale of the Securities under the Underwriting
Agreements.

9. The Company's authorized equity capitalization as of December 31,
1999, is as set forth in the Final Prospectuses; the capital stock of the
Company conforms in all material respects to the description thereof contained
in the Final Prospectuses; the Securities have been duly and validly authorized,
and, when issued and delivered to and paid for by the Underwriters pursuant to
the Underwriting Agreements, will be fully paid and nonassessable; the
certificates for the Securities are in valid and sufficient form; and the
holders of outstanding shares of capital stock of the Company are not entitled
to preemptive or other rights to subscribe for the Securities; and, except as
set forth in the Final Prospectus and, except for outstanding warrants and
options to purchase shares of Common Stock that in the aggregate represent less
than 1% of the Common Stock outstanding on the date of the Underwriting
Agreements, to the knowledge of such counsel, no options, warrants or other
rights to purchase, agreements or other obligations to issue, or rights to
convert any obligations into or exchange any securities for, shares of capital
stock of or ownership interests in the Company are outstanding.

10. The Company has full corporate right, power and authority to
execute and deliver the Underwriting Agreements and to perform its obligations
thereunder, including the issuance of the Securities; and all corporate action
required to be taken by the Company for the due and proper authorization,
execution and delivery of the Underwriting Agreements

and for the consummation of the transactions contemplated thereby has been duly
and validly taken.

11. The Underwriting Agreements have been duly authorized, validly
executed and delivered by the Company.

In addition, such counsel shall state that they have participated in
conferences with representatives of the Company, the Underwriters and their
counsel, at which conferences the contents of the Final Prospectuses were
discussed, and, although, except as otherwise described above, such counsel has
not independently checked or verified and does not pass upon and assumes no
responsibility for the factual accuracy, completeness or fairness of the
statements contained in the Registration Statements or the Final Prospectuses,
such counsel has no reason to believe that on the Effective Date or at the
Execution Time the Registration Statements contained any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading or that
either Final Prospectus as of its date or on the Closing Date included or
includes any untrue statement of a material fact or omitted or omits to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading (in each case, other
than the financial statements and other financial information contained therein
or omitted therefrom and other than the sections entitled "Risk Factors--We are
subject to significant regulation that could change in an adverse manner", "--
Canadian law currently does not permit us to offer services in Canada" and "--
Potential regulation of Internet service providers could adversely affect our
operations", "Business--Regulation" included in the Final Prospectuses and
comparable sections in the Company's Exchange Act reports incorporated in the
Final Prospectuses by reference, as to which such counsel need not express a
belief).

Such opinion may be limited to the laws of the State of New York, the
Federal laws of the United States of America and the General Corporation Law and
the Limited Liability Company Act of the State of Delaware.

All references in this Exhibit A to the Final Prospectuses shall be
deemed to include any supplements thereto at the Closing Date. The opinion of
such counsel shall be rendered to the Underwriters at the request of the Company
and shall so state.

ANNEX I
to Exhibit A

1. Construction and Maintenance Agreement relating to Japan-US Cable Network
dated July 31, 1998.

2. Fibre Optic Cable License Agreement, dated December 23, 1998, between
Norfolk Southern Railway Company, Central of Georgia Railroad Company, and
Georgia Southern and Florida Railway Company and Level 3 Communications,
LLC, as modified by the Letter Agreement, dated July 26, 1999, by Level 3
Communications, LLC, and as further modified by the Letter Agreement, dated
September 8, 1999, by ▇▇▇▇▇ ▇ Communications, LLC.

3. Agreement, dated November 19, 1998, between Worldwide Fibre Inc. and ▇▇▇▇▇
▇ Communications, LLC for construction and right of way.

4. Agreement, dated November 19, 1998, between Mi-Link LLC and Level 3
Communications, LLC for construction and right of way.

5. Assignment, dated December 19, 1998, by ▇▇▇▇▇ ▇ Communications, LLC in
favor of Level 3 Communications Canada Co. of certain rights under the
Agreement, dated November 19, 1998 between Mi-Link LLC and Level 3
Communications, LLC.

6. Acquisition Agreement by and between CalEnergy Co., Inc. and Kiewit
Diversified Group, Inc., dated September 10, 1997.

7. Agreement and Plan of Merger among ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇.,
▇▇▇▇▇▇▇▇▇▇▇▇, Inc., XCOM Technologies, Inc. and certain individuals,
partnerships and companies, dated April 3, 1998.

8. Telecommunications Services Agreement between Frontier Communications
International Inc. and Level 3 Communications, LLC, dated March 23, 1998,
as modified by Amendment Number One to Telecommunications Services
Agreement, dated June 3, 1998, as further modified by Amendment Number Two
to Telecommunications Services Agreement, dated March 11, 1999, and
Amendment Number Three to Telecommunications Services Agreement, dated
September 24, 1999.

9. Switched Services Supplement to Telecommunications Services Agreement
between Frontier Communications of the West, Inc. (an affiliate of Frontier
Communications International Inc.) and Level 3 Communications, LLC, dated
October 7, 1998.

10. Fiber Optic Survey Agreement between Level 3 Communications, LLC and Union
Pacific Rail Road Company, dated March 31, 1998.

11. Fiber Optic Agreement between Level 3 Communications, LLC and Union Pacific
Rail Road Company, dated 1998.

12. Agreement between Kiewit Coal Properties, Inc. and ▇▇▇▇▇▇ Mining Group,
Inc., dated January 8, 1992.

13. Separation Agreement by and among ▇▇▇▇▇ ▇▇▇▇▇▇ Sons', Inc., Kiewit
Diversified Group, Inc., PKS Holdings, Inc., and ▇▇▇▇▇▇ Construction Group,
Inc., dated December 8, 1997.

14. Amendment to Separation Agreement by and among ▇▇▇▇▇ ▇▇▇▇▇▇ Sons', Inc.,
Level 3 Communications, Inc., PKS Holdings, Inc. and ▇▇▇▇▇▇ Construction
Group, Inc., dated March 18, 1998.

15. Tax Sharing Agreement by and between ▇▇▇▇▇ ▇▇▇▇▇▇ Sons', Inc. and PKS
Holdings, Inc., dated March 26, 1998.

16. Promissory Note from ▇▇▇▇▇ ▇▇▇▇▇▇ Sons' Co. to Metropolitan Life Insurance
Company, dated June 27, 1997.

17. Deed of Trust, Security Agreement and Fixture Filing by ▇▇▇▇▇ ▇▇▇▇▇▇ Sons'
Co., to Metropolitan Life Insurance Company, dated June 27, 1997.

18. Cost Sharing and IRU Agreement among ▇▇▇▇▇ ▇ Communications, LLC and
Internext LLC, dated July 18, 1998.

19. Master Right-of-Way Agreement among Level 3 Communications, LLC and The
Burlington Northern and Santa Fe Railway Company, dated June 23, 1998.

20. Intercity Network Infrastructure Contract between Level 3 Communications,
LLC and Kiewit Construction Company, dated June 15, 1998.

21. Modification Number One to Intercity Network Infrastructure Contract
between Level 3 Communications, LLC and Kiewit Construction Company, dated
June 25, 1999.

22. Global Master Procurement Agreement between BTE Equipment, LLC and Lucent
Technologies Inc., dated May 17, 1999.

23. Cross Channel Cables Agreement among France Manche S.A., The Channel Tunnel
Group Limited, Level 3 Communications Limited and Level 3 Communications
S.A., dated June 22, 1999.

24. Fiber Optic Cable System Contract between ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇ Communications S.A. and Alcatel Submarine Networks S.A., dated May
14, 1999.

25. Engineer, Procure and Construct Contract between Level 3 Communications,
GmbH and Alcatel Contracting, GmbH dated March 30, 1999.

26. Engineer, Procure and Construct Contract between Level 3 Communications,
Ltd. and Fujitsu Telecommunications Europe, Ltd., dated March 19, 1999.

27. Engineer, Procure and Construct Contract between Level 3 Communications, SA
and Alcatel Contracting, SA dated April 9, 1999.

28. Joint Build Agreement among Colt Telecom Group plc and certain of its
subsidiaries and Level 3 International Inc. and certain of its
subsidiaries, dated May 4, 1999.

29. Supply Contract among ▇▇▇▇▇ ▇ (▇▇▇▇▇▇▇) ▇▇▇., ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇ International, Inc. and Tyco Submarine Systems Ltd., dated
June 15, 1999, as modified by Contract Variation Number 1, dated as of
February 10, 1999, Yellow Cable System Written Order for Contract Variation
Number 3, dated as of February 14, 2000.

30. Credit Agreement, dated as of September 30, 1999, among Level 3
Communications, Inc., certain subsidiaries of Level 3 Communications, Inc.,
the lenders parties thereto and The Chase Manhattan Bank, as Administrative
Agent and Collateral Agent, as amended by the First Amendment, dated as of
November 24, 1999.

31. Shared Collateral Security Agreement, dated as of December 8, 1999, among
Level 3 Communications, Inc., certain subsidiaries of Level 3
Communications, Inc. and The Chase Manhattan Bank, as Collateral Agent.

32. Shared Collateral Pledge Agreement, dated as of December 8, 1999, among
Level 3 Communications, Inc., certain subsidiaries of Level 3
Communications, Inc. and The Chase Manhattan Bank, as Collateral Agent.

33. Indenture, dated as of April 28, 1998 between Level 3 Communications, Inc.
and IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company, as trustee.

34. Indenture, dated as of December 2, 1998 between Level 3 Communications,
Inc. and IBJ ▇▇▇▇▇▇▇▇ Bank & Trust Company, as trustee.

35. Indenture, dated as of September 20, 1999, between Level 3 Communications,
Inc. and IBJ Whitehall Bank & Trust Company, as trustee.

36. First Supplemental Indenture, dated as of September 20, 1999 between Level
3 Communications, Inc. and IBJ Whitehall Bank & Trust Company, as trustee.

EXHIBIT B

Opinion of
----------
▇▇▇▇▇▇▇ Berlin Shereff ▇▇▇▇▇▇▇▇ LLP
-----------------------------------
Regulatory Counsel for the Company
----------------------------------

1. The licenses, certificates, permits and authorizations set forth
in Attachment A to this opinion constitute all of the licenses, certificates,
permits and authorizations required by the Federal Communications Commission
("FCC") and the State Regulatory Agencies (as defined below) for the provision
of telecommunications services by the Company and the Subsidiaries as such
counsel understands those services currently to be provided based on the
declaration of an executive officer of the Company attached to such opinion,
where the failure to obtain or hold such license, certificate, permit or
authorization would materially adversely affect the ability of the Company or
the Subsidiaries to provide such services, and none of the Company or any
Subsidiary has received any notice of proceedings relating to the revocation or
modification of any such license, certificate, permit or authorization which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would have a material adverse affect on the Company or such Subsidiary,
in connection with the provision of such services.

2. To the best knowledge of such counsel, after reasonable inquiry,
neither the Company nor any of the Subsidiaries is subject to any pending or
threatened proceeding, complaint or investigation before the FCC or any State
Regulatory Agency based on any alleged violation by the Company or its
Subsidiaries in connection with the provision of or failure to provide
telecommunications services, of a character that would be required to be
disclosed or incorporated by reference in the Registration Statements and the
Final Prospectuses, which is not adequately disclosed in the Registration
Statements and the Final Prospectuses.

3. The statements included in the Final Prospectuses under the
headings "Risk Factors--We are subject to significant regulation that could
change in an adverse manner," "--Canadian law currently does not permit us to
offer services in Canada" and "--Potential regulation of Internet service
providers could adversely affect our operations" and "Business--Regulation",
fairly summarize the matters therein described.

4. No consent, approval, authorization, license, certificate, permit
or order of the FCC or any State Regulatory Agency is required for the
consummation of the transactions contemplated by the Underwriting Agreements.

5. Neither the execution and delivery of the Underwriting Agreements
nor the issue and sale of the Securities contemplated thereby will conflict with
or result in a breach or violation of the Communications Act of 1934, as
amended, any order or regulation of the FCC or any State Regulatory Agency
applicable to the Company or any of the Subsidiaries or cause the suspension,
revocation, impairment, forfeiture, nonrenewal or termination of any FCC license
or other authorization of the FCC.

Such counsel has not itself checked the accuracy or completeness of,
or otherwise verified, the information furnished with respect to other matters
in the Registration Statements and the Final Prospectuses. Such counsel has
generally reviewed

and discussed with representatives of and counsel for the Underwriters and with
certain officers and employees of, and counsel for, the Company the information
furnished, whether or not subject to its check and verification. Although such
counsel has not independently checked or verified and is neither passing upon
nor assuming any responsibility for the factual accuracy, completeness or
fairness of the statements contained in the Registration Statements and the
Final Prospectuses or any amendment thereof or supplement thereto, nothing has
come to its attention which would cause it to believe that the statements
included in the Final Prospectuses under the headings "Risk Factors--We are
subject to significant regulation that could change in an adverse manner" and "-
-Potential regulation of internet service providers could adversely affect our
operations" and "Business--Regulation", on the date thereof or on the Closing
Date contain an untrue statement of material fact or omit to state a material
fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

Such counsel's opinions may be based solely on the Communications Act
of 1934, as amended, decisions of the FCC and FCC rules and regulations,
comparable state statutes governing telecommunications, and the rules and
regulations of comparable state regulatory agencies with direct regulatory
jurisdiction over telecommunications matters in the states in which the Company
and the Subsidiaries provide intrastate services ("State Regulatory Agencies").
Such counsel's opinion may be limited solely to matters arising under these
authorities regarding federal common carrier telecommunications regulatory
requirements and comparable state regulatory requirements in states in which the
Company and the Subsidiaries provide intrastate services.

Such counsel is a member of the Bar of the District of Columbia. In
rendering this opinion, such counsel has relied as to certain matters of fact on
certificates of responsible officers of the Company and public officials.

All references in this Exhibit B to the Registration Statements or the
Final Prospectuses shall be deemed to include any amendment or supplement
thereto at the Closing Date. The opinion of such counsel shall be rendered to
the Underwriters at the request of the Company and shall so state.

EXHIBIT C

Opinion of
----------
Osler, ▇▇▇▇▇▇ & Harcourt
------------------------
Canadian Regulatory Counsel for the Company
-------------------------------------------

1. The statements in the Final Prospectus under the captions "Risk Factors --
Canadian law currently does not permit us to offer services in Canada" and
"Canadian Regulation", in each case insofar as such statements describe or
summarize matters of law or constitute legal conclusions, fairly describe
or summarize all matters referred to therein.

EXHIBIT D

Opinion of
----------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President,
----------------------------------------
General Counsel and Secretary of the Company
--------------------------------------------

1. Each of the Subsidiaries, other than Level 3 Communications, LLC,
as to which such counsel need not opine, has been duly incorporated or formed
and is validly existing and in good standing in the jurisdiction of its
incorporation or formation, and has the requisite corporate power and authority
to carry on its business and own its properties as currently being conducted and
as described in the Final Prospectuses.

2. All the outstanding shares of capital stock or other equity
interests of each Subsidiary, other than Level 3 Communications, LLC, as to
which such counsel need not opine, have been duly and validly authorized and are
duly issued and are fully paid and nonassessable, and have not been issued and
are not owned or held in violation of any statutory preemptive right of
stockholders; to the knowledge of such counsel after due inquiry, such shares or
other equity interests are not held in violation of any other preemptive right
of stockholders, and except as otherwise set forth in the Final Prospectuses,
all outstanding shares of capital stock or other equity interests of the
Subsidiaries are owned by the Company either directly or through wholly owned
Subsidiaries, to the knowledge of such counsel, after due inquiry, free and
clear of any agreement providing for a security interest in such shares or
equity interests to secure any obligation and any stockholders' agreements,
voting trusts, claims or other encumbrances (other than the pledge of such
shares or equity interests pursuant to the agreements the Company and certain of
its subsidiaries have entered into in connection with the senior secured credit
facility described in the Final Prospectuses).

3. Neither the execution and delivery of the Underwriting Agreements
nor the issue and sale of the Securities, nor the consummation of any other of
the transactions therein contemplated nor the fulfillment of the terms thereof
will conflict with, result in a breach of, or constitute a default under the
terms of any indenture or other agreement or instrument actually known to such
counsel, after due inquiry (which does not include (i) a review of all the
agreements or instruments in the Company's files or of agreements or instruments
such counsel has not been involved with or (ii) a canvasing of the Company's
employees), and to which the Company or any Subsidiary is a party or bound or
its property is subject.

4. The information included in the Final Prospectuses under the
headings "Risk Factors--Environmental liabilities from our historical operations
could be material" and "Business--Legal Proceedings", insofar as such headings
summarize matters of law, fairly summarize the matters therein described.

Such opinion may be limited to the laws of the State of Nebraska, the
Federal laws of the United States of America and the General Corporation Law and
the Limited Liability Company Act of the State of Delaware.

All references in this Exhibit D to the Final Prospectuses shall be
deemed to include any supplements thereto at the Closing Date. The opinion of
such counsel shall be rendered to the Underwriters at the request of the Company
and shall so state.

17,000,000 Shares 1/ - Common Stock ($0.01 par value)

Document Metadata

Document Metadata

Table of Contents