0001047469-04-010350 Sample Contracts

ASSET PURCHASE AGREEMENT BY AND AMONG LEVEL 3 COMMUNICATIONS, LLC, ICG TELECOM GROUP, INC., and ICG COMMUNICATIONS, INC. Dated as of April 1, 2004
Asset Purchase Agreement • April 1st, 2004 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone) • Colorado

ASSET PURCHASE AGREEMENT, dated as of April 1, 2004 (“Purchase Agreement”), among Level 3 Communications, LLC, a Delaware limited liability company (“Level 3” or the “Buyer”), ICG Communications, Inc. (“Parent”), a Delaware corporation, ICG Telecom Group, Inc., a Colorado corporation (the “Company” and, together with the Parent, the “Sellers”).

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NON-DISCLOSURE, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT
Non-Disclosure • April 1st, 2004 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone) • Colorado

This Non-Disclosure, Non-Competition, and Non-Solicitation Agreement (“Agreement”) is entered into effective as of April 1, 2004 (the “Effective Date”), by and between Level 3 Communications, LLC, a Delaware limited liability company (“Level 3” or the “Buyer”), on the one hand, and ICG Communications, Inc. (the “Parent”), a Delaware corporation, and ICG Telecom Group, Inc. (the “Company”), a Delaware corporation, and for and on behalf of any of their direct or indirect parents, subsidiaries, successors, or Affiliates (collectively referred to as “ICG” or the “Sellers”), on the other hand.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 1st, 2004 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone)

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of April 1, 2004, is entered into by and among ICG Telecom Group, Inc., a Colorado corporation (“ICG”) and Level 3 Communications, LLC, a Delaware limited liability company (“Level 3”).

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