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Level 3 Communications Signs Right Of Way Agreement With Burlington Northern And Santa Fe Railway Company

LEVEL 3 COMMUNICATIONS SIGNS RIGHT OF WAY AGREEMENT WITH BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY

Agreement Provides Level 3 With Key Routes In Up To 28 States For Its National IP-Based Fiber Optic Network

OMAHA, NE, June 23, 1998 – Level 3 Communications, Inc. (LVLT), announced today that its wholly-owned subsidiary, Level 3 Communications, LLC, and the Burlington Northern and Santa Fe Railway Company (BNSF), have signed a master easement agreement. As a result, Level 3 receives rights of way access to BNSF's rail routes, in as many as 28 states, over which Level 3 will build its national Internet Protocol (IP) based network.

The agreement, the terms of which were not disclosed, will allow Level 3 to construct, operate and maintain multiple conduit fiber network facilities, which will be buried along the BNSF rights of way. Level 3 expects to begin construction of its advanced fiber optic network during the third quarter of 1998.

"This agreement signifies another major step in our strategic business plan," said Level 3 Executive Vice President and COO Kevin O'Hara. "This agreement with the Burlington Northern and Santa Fe Railway, in combination with an earlier agreement with the Union Pacific Railroad, now grants us rights of way to construct more than 9,000 miles connecting as many as 26 major U.S. cities with our planned IP-based national network. The fact that this network will consist of multi-conduits means it will be easily upgradeable – giving us a competitive advantage over other carriers with older, legacy systems."

In an announcement last week, Level 3 said the intercity portion of its network would be constructed by Peter Kiewit Sons', Inc. and that a majority of that network will utilize railway rights of way. Level 3 Leased Access Level 3's agreements for construction of a network along the BNSF and Union Pacific rights of way follow an earlier data network agreement with Frontier Corporation to lease capacity on Frontier's 13,000 mile SONET fiber optic network. The lease arrangement gives Level 3 an IP-capable network over which it expects to begin providing service to business customers in several cities during the third quarter of 1998, while Level 3 builds its own IP-based network – the first national communications network to use Internet technology end-to-end.

About The Burlington Northern and Santa Fe Railway Company
BNSF operates one of the largest railroad networks in North America, with 34,000 route miles of track covering 28 states and two Canadian provinces.


About Level 3 Communications
Level 3 Communications, Inc. (NASDAQ: LVLT), an international communications company, operates one of the largest Internet backbones in the world, connecting 180 markets in 18 countries. The company serves a broad range of wholesale, enterprise and content customers with a comprehensive suite of services including: Internet Protocol (IP) services, broadband transport and infrastructure services, colocation services, voice and voice over IP services, content delivery and media distribution services. These services provide the building blocks to enable Level 3’s customers to meet their growing demands for advanced communications solutions. The company’s Web address is www.Level3.com.

"Level 3 Communications,” "Level 3," the red 3D brackets and the Level 3 Communications logo are registered service marks of Level 3 Communications, LLC in the United States and/or other countries.  Level 3 services are provided by wholly owned subsidiaries of Level 3 Communications, Inc.  Any other service, product or company names recited herein may be trademarks or service marks of their respective owners.

Forward-Looking Statement
Some of the statements that we make in this press release are forward looking in nature. These statements are based on management’s current expectations or beliefs. These forward looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside our control, which could cause actual events to differ materially from those expressed or implied by the statements. The most important factors that could prevent us from achieving our stated goals include, but are not limited to our ability to: successfully integrate acquisitions; increase the volume of traffic on our network; defend our intellectual property and proprietary rights; develop new products and services that meet customer demands and generate acceptable margins; successfully complete commercial testing of new technology and information systems to support new products and services; attract and retain qualified management and other personnel; and meet all of the terms and conditions of our debt obligations. Additional information concerning these and other important factors can be found within Level 3’s filings with the Securities and Exchange Commission. Statements in this press release should be evaluated in light of these important factors. Level 3 is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.