CTL CenturyLink Inc

Amended and Restated Credit Agreement

On January 31, 2020, CenturyLink, Inc. (“CenturyLink”), as the borrower, Bank of America, N.A., as administrative agent and collateral agent (“Bank of America”), and the other lenders, agents, arrangers and bookrunners named therein, entered into a Restatement Agreement dated as of January 31, 2020, which amended and restated the below-defined Original Credit Agreement (as so amended and restated, the “Amended Credit Agreement”), providing for the various Senior Secured Credit Facilities (including the Term Loan B Facility) referred to and defined below. The Amended Credit Agreement amended and restated the credit agreement, dated June 19, 2017, by and among, among others, CenturyLink and Bank of America, as amended by an incremental assumption agreement dated January 29, 2018 (as so amended, the “Original Credit Agreement”). Coupled with CenturyLink’s prepayment on January 24, 2020 of $1.25 billion of indebtedness outstanding under its Term Loan B Facility (using principally the net proceeds from its sale the same day of $1.25 billion of its 4.000% Senior Secured Notes due 2027), the Amended Credit Agreement currently provides for approximately $8.699 billion in senior secured credit facilities, consisting of an approximately $1.166 billion Term Loan A credit facility (the “Term Loan A Facility”), a $333 million Term Loan A-1 credit facility (the “Term Loan A-1 Facility”), a $5.0 billion Term Loan B credit facility (the “Term Loan B Facility”) and a $2.2 billion revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan A Facility, the Term Loan A-1 Facility and the Term Loan B Facility, the “Senior Secured Credit Facilities”).

The changes made pursuant to the Amended Credit Agreement include: (i) extending the maturity date of (a) the Term Loan A, Term Loan A-1 and Revolving Credit Facilities from November 1, 2022 to January 31, 2025 and (b) the Term Loan B Facility from January 31, 2025 to March 15, 2027, and (ii) lowering the interest rate applicable to loans made under each of the Senior Secured Credit Facilities. As so amended, (i) loans under the Term Loan A, Term Loan A-1 and Revolving Credit Facilities will bear interest at a rate equal to, at CenturyLink’s option, the Eurodollar rate or the alternative base rate (each as defined in the Amended Credit Agreement) plus an applicable margin between 1.50% to 2.25% per annum for Eurodollar loans and 0.50% to 1.25% per annum for alternative base rate loans, depending on CenturyLink’s then current total leverage ratio, and (ii) loans under the Term Loan B Facility will bear interest at the rate equal to, at CenturyLink’s option, the Eurodollar rate plus 2.25% per annum or the alternative base rate plus 1.25% per annum. In connection with repricing these facilities, CenturyLink agreed to pay at closing upfront fees ranging from 10 to 25 basis points to the lenders under the Term Loan A, Term Loan A-1 and Revolving Credit Facilities, and agreed to price the Term Loan B Facility borrowings at 99.875%.

The Amended Credit Agreement effected various other amendments to the Original Credit Agreement that are applicable to all of the Senior Secured Credit Facilities, including, among other things: (i) increasing CenturyLink’s financial flexibility by modifying certain “baskets” or threshold ratios applicable under the restrictive covenants set forth therein, (ii) changing certain financial calculations for purposes of certain restrictive covenants, and (iii) certain other modifications to more closely conform the Senior Secured Credit Facilities to prevailing market terms. The subsidiary guarantor and collateral provisions and the financial covenants contained in the Amended Credit Agreement are unchanged from the Original Credit Agreement. The remaining terms of the Amended Credit Agreement are otherwise substantially similar as those in the Original Credit Agreement.

Certain of the lenders and the agents (or their respective subsidiaries or affiliates) under the Amended Credit Agreement have in the past provided, and may in the future provide, investment banking, underwriting, lending, commercial banking, trust or other advisory services to CenturyLink or its subsidiaries. These parties have received, and may in the future receive, customary compensation from CenturyLink or its subsidiaries for such services.

The foregoing description of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended Credit Agreement, a copy of which is included in Exhibit 10.1 hereto and is incorporated herein by reference.

Other Information

In reviewing the documentation filed as an exhibit to this Current Report, please note that it is included to provide you with information regarding the terms of the Senior Secured Credit Facilities, as amended or modified, and is not intended to provide any other factual or disclosure information about CenturyLink or the other parties to such documentation. This documentation contains representations and warranties by one or more of the parties thereto. These representations and warranties have been made solely for the benefit of the other parties to such documentation and:

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

Additional information about CenturyLink may be found elsewhere in CenturyLink’s public filings, which are available without charge through the website of the U.S. Securities and Exchange Commission at http://www.sec.gov.