Icg Communications Inc /De/ Sample Contracts

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1- EMPLOYMENT AGREEMENT
Employment Agreement • February 3rd, 1997 • Icg Communications Inc • Telephone communications (no radiotelephone) • Colorado
ESCROW AGREEMENT
Escrow Agreement • August 9th, 2002 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone) • New York
BY AND AMONG
Merger Agreement • July 19th, 2004 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 4.6B ------------------------------------------------------------------ --------------
Non-Qualified Stock Option Agreement • April 28th, 1997 • Icg Communications Inc • Telephone communications (no radiotelephone) • Delaware
WARRANT AGREEMENT between
Warrant Agreement • January 2nd, 2003 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone) • New York
ESCROW AGREEMENT
Escrow Agreement • March 10th, 1999 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone) • Colorado
Exhibit 4.16 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 1st, 1997 • Icg Communications Inc • Telephone communications (no radiotelephone) • New York
R E C I T A L S
Employment Agreement • March 30th, 2000 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone)
by and among
Registration Rights Agreement • January 2nd, 2003 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 3 TO THE LOAN DOCUMENTS
Loan Agreement • March 30th, 2000 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone) • New York
WITNESSETH:
Warrant Agreement • January 2nd, 2003 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone)
RECITALS
Employment Agreement • November 20th, 2000 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone) • Delaware
RECITALS
Registration Rights Agreement • March 10th, 1999 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.86 ICG COMMUNICATIONS, INC. 14% Senior Subordinated Notes due July 25, 2006
Note and Warrant Purchase Agreement • August 9th, 2002 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone) • New York
Dated as of March 11, 1997 ------------------------- 11 5/8% Senior Discount Notes due 2007
Indenture • April 1st, 1997 • Icg Communications Inc • Telephone communications (no radiotelephone) • New York
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RECITALS
Employment Agreement • August 15th, 2000 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone)
PURCHASE AGREEMENT
Purchase Agreement • March 10th, 1999 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone)
April 25, 1997
Registration Statement • April 28th, 1997 • Icg Communications Inc • Telephone communications (no radiotelephone)

We have acted as special counsel for ICG Communications, Inc. (the "Company") in connection with the preparation, execution and filing of a Registration Statement under the Securities Act of 1933 on Form S-8 relating to the registration of 6,253,600 shares of ICG Communications, Inc. Common Stock, $.01 par value ("Common Stock"), (i) which may be purchased by directors, officers and employees pursuant to the Incentive Stock Option Plan #2; the Incentive Stock Option Plan #3; and the 1994 Employee Stock Option Plan; 1996 Stock Option Plan; and (ii) which may be purchased for the accounts of participants in the ICG Communications, Inc. Employee Savings Plan and the ICG Communications, Inc. 401(k) Wraparound Deferred Compensation Plan (the "Plans"). In connection with the opinion expressed below, we have made such factual inquiries and have examined or caused to be examined such questions of law as we have considered necessary or appropriate for the purpose of such opinion. On the basis o

Among
Credit Agreement • August 9th, 2002 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone) • New York
VOTING AGREEMENT
Voting Agreement • May 15th, 2006 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone) • New York

VOTING AGREEMENT, dated as of May 4, 2006 (this “Agreement”), among U.S. TelePacific Holdings Corp., a Delaware corporation (“Parent”) and the stockholders of Mpower Holding Corporation, a Delaware corporation (the “Company”) listed on Schedule A hereto (each a “Stockholder” and collectively the “Stockholders”).

SUPPORT AGREEMENT
Support Agreement • August 16th, 2004 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone) • Delaware

This SUPPORT AGREEMENT, is entered into as of July 19, 2004 among MCCC ICG Holdings LLC, a Delaware limited liability company (“Buyer”), MCCC Merger Corp., a Delaware corporation (“Merger Sub”), the persons listed on Schedule A hereto (each a “Stockholder”, and, collectively, the “Stockholders”) and, for the purposes of Section 9 hereof, ICG Communications, Inc., a Delaware corporation (the “Company”).

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”).

NON-DISCLOSURE, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT
Non-Disclosure, Non-Competition, and Non-Solicitation Agreement • 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.

SCHEDULE 13D JOINT FILING AGREEMENT
Joint Filing Agreement • May 15th, 2006 • Icg Communications Inc /De/ • Telephone communications (no radiotelephone)

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to the joint filing of a Statement on Schedule 13D (including any amendments thereto) with respect to the shares of common stock of Mpower Holding Corporation, and further agree that this Joint Filing Agreement be included as an exhibit thereto, and have duly executed this joint filing agreement as of the date set forth below. In addition, each party to this Joint Filing Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement.

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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