Attachment 20170829154431-280.p

20170829154431-280.p

SUPPLEMENT

Supplement

2006-06-02

This document pretains to ITC-T/C-20060417-00237 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2006041700237_1626485

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 ) In the Matter of the Application of ) ) LEVEL 3 COMMUNICATIONS$, LLC ) ) File No. ITC—T/C—2006—________ And ) ) ICG COMMUNICATIONS, INC. ) WC Docket No. 06—__________ ) — For Grant of Authority Pursuant to Section 214 of ) the Communications Act of 1934 ) to Complete a Transfer of Control of ) ICG Telecom Group, Inc., an Authorized ) Domestic Interstate andInternational Carrier ) ) JOINTAPPLICATION L INTRODUCTION A. _— Summary of Transactions Level 3 Communications, LLC ("Level 3") and ICG Communications, Inc. ("ICG®"), along with ICG Telecom Group, Inc. ("ICG Telecom")(collectively "Applicants"), by and through undersigned counsel and pursuant to Section 214 of the Communications Act, as. amended, 47 U.S.C. § 214, and Sections 63.04, 63.18 and 63.24 of the Commission‘s Rules, 47 C.FR. §§ 63.04, 63.18 & 63.24, hereby request that the Commission grant such authority as may be necessary or required to enable Applicants to consummate a series of transactions whereby Level 3 will acquire indirect ownership and control of ICG Telecom, a certificated carrier authorized to provide international and interstate services. Specifically, through the proposed transactions, Level 3 will acquire ICG. As a result, ICG Telecom will become an indirect, wholly owned subsidiary ofLevel 3.

Applicants . respectfully request that the Commission approve this Application expeditiously in order to allow Applicants to consummate the proposed transactions as soon as possible. B. Application Eligible for Streamlined Processing With respect to domestic interstate services, Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 63.03 of the ~Commission‘s Rules, 47 C.F.R. §63.03(b)(2)(i) because, immediately following the transactions, (1) Applicants and their affiliates (as defined in Section 3(1) of the Communications Act — "Affiliates") combined will hold less than a ten percent (10%) share of the interstate, interexchange market; (2) Applicants and their affiliates will provide local exchange service onrly in areas served by cdominant local exchange carriers {none of which are | parties to the proposed transactions) and; (3) none of the Applicants or their affiliates are dominant with respect to any service. With respect .to international authority, this Application is eligible for streamlined processing pursuant to Section 63.12(a)—(b) of the Commission‘s Rules, 47 C.F.R. §63.12(a)— (b). —In particular, Section 63.12(c)(1) is inapplicable because as set forth above, Applicants qualify for a presumption of non—dominance pursuant to Section 63.10(a)(3) of the 'Commission’s Rules. Furthermore, none of the scenarios set outlined in Sections 63.12(c)(2) and (3) of the Commission‘s Rules, 47 C.F.R. § 63.12(c)(2)(3), apply. L. THE APPLICANTS A. ICG Communications, Inc. ("ICG") ICG is a corporation formed under the laws of the State of Delaware. ICG‘s corporate headquarters is located 9800 Mt..Pyramid Court, Suite 250, Englewood, Colorado 80112. ICG,

through its operating subsidiary ICG Telecom, provides a variet; ed a'md unregulated voice and Internet services, including Ethernet and Private Lin: services, dedicated Internet access, PRI and hosted Voice over Internet Protocol. :som provides such products to businesses, government agencies and resellers pril olorado and Ohio through the Company‘s extensive fiber—optic network located i tes. ICG Telecom hoids international Section 214 authority and is authorized t jlJomestic interstate service by virtue of blanket Section 214 authority. ]3‘. Level 3 Communications, LLC ("Level 3") Level 3 is a Delaware limited—liability company hea at 1025 Eldorado Boulevard, Broomfield, Colorado 80021, which engages in it 1 of domestic and — international communications and information services. Level 3 ect, wholly—owned subsidiary of Level 3 Communicationé:, Inc., a Delaware «< headquartered in Broomfield, Colorado and a global communications and inforn ces company that, through its subsidiaries, offers a wide range of communications zer its 23,000 mile broadband fiber optic network, including Internet—protocol—based ‘oadband transport, collocation services, and patented Softswitch—based managed mo ice services. Level 3. Communications, Inc. is a publicly traded company listed on NASDAQ (symbol: LVLT). Level 3 holds fnternational Section 214 authority and domestic blanket Section 214 authority. In light of Level 3‘s extensive operations, it is well qualified to acquire control of ICG and therefore of ICG Telecom. IIL DESCRIPTION OF THE TRANSACTIONS Applicants have agreed to complete a series of transactions whereby Level 3 will acquire direct ownership and control of ICG and therefore will become the indirect owner of

'ICG Telecom. Specifically, on 14, 2006, Level 3 and ICG‘s parent, MCCC ICG Holdings, LLC, entered into a Stock Purc Agreement ("Agreement") pursuant to which Level 3 will acquire all ofthe stock of ICG. result, ICG will become a direct wholly owned subsidiary of Level 3 and ICG Telecom w come an indirect, wholly owned subsidiary of Level 3. An i{lustrative chart describing the ised transactions is provided in Exhibit A. Although the proposed ctions will result in a change in the ultimate ownership of ICG Telecom, the transactio1 11 not have any immediate effect on IC(+ Telecom‘s ‘operations or adversely affect a the customers who receive service in connection with ICG Telecom‘s on—going operations aediately following the consummation of the transactions, those customers will continue t sive service under the same rates, terms and conditions of service and continue to recet rvice under the ICG brand name. As a new indirect subsidiary of Level 3, ICG T m will continue to operate and provide services to its customers and will retain the a used in the provisions of those services. As a result, the transactions will be virtually tr; rent to ICG Telecom‘s customers in terms ofthe services they receive. IV. PUBLIC INTEREST & EMENT Applicants respectfully submit that the proposed transactions serve the public interest. In particular, Applicants submit that the transactions will ensure that ICG Telecom‘s customers can continue to receive service on an uninterrupted basis; and, that the transactions will be seamless in nature and therefore virtually transparent to those customers. The transaction described above will serve the public interest by ensuring the continued viability of ICG and provide ICG access to Level 3‘s highly qualified management team and financial, technical and managerial capabilities.

At the same time, the proposed changes in ownership of ICG will not inconvenience, confuse or otherwise harm ICG Telecom‘s customers. Immediately following the proposed transactions, ICG Telecom‘s customers will continue to receive service under the same rates, terms and conditions of service as those which customers currently receive. V. JINFORMATION REQUIRED BY SECTIONS 63.18 AND 63.24 Pursuant to Section 63.04 of the Commission‘s Rules, the Applicants submit the following information in support of this Application: (a) — Name, address andtelephone number of each Applicant: Level3: Level 3 Communications, LLC (FRN # 0008085136): 1025 Eldorado Boulevard Broomfield, Colorado 80021 Telephone: (720) 888—2516 ICG: ICG Communications, Inc. (FRN #0008338659) 9800 Mt. Pyramid Court, Suite 250 Englewood, Colorado 801122 Telephone: (303) 414—5000 ICG Telecom: ICG Telecom Group, Inc. (FRN # 0008175473) can be reached at ICG‘s address and telephone numbers set forth above. (b) Jurisdiction of Organizations: Level 3: Level 3 Communications, LLC is a limited liability corporation formed under the laws of the State ofDelaware. ICG: ICG Communications, Inc. is a corporation formed under the laws of the Stateof Delaware.

ICG Telecom: ICC som Group, — c. is a corporation formed under the laws of t te of Color: (c) Correspondence c ming this 4 »lication should be sent to: Edward S. { Jr. Brian McDermoit Michael W. Fleming Williams Mullen ~8270 Greensboro Drive, Suit ‘00 ‘McLean, VA 22102 :(703) 760—5200 (Tel) (703) 748—0244 (Fax) equill@williamsmullen.com bmedermott@williammullen M mwfleming@willamsmullet xm (d) ICG Telecom holds international ssold and facilities—based Section 214 ‘authority pursuant to authority grant by the Commissionin File No. ITC—214— 19980508—00305. ICG Telecom al: holds blanket domestic interstate Section 214 authority. Level 3 also hok international resold and facilities—based Section 214 authority pursuant to a ority granted by the Commussion in File No. ITC—214—19971229—00821 (prev isly File No. ITC—98—016). (e) Applicants seek authority to transfer direct control of ICG Telecom to Level 3 in connection with Level 3°‘s propo l acquisition of ICG. ICG Telecom will continue to provide interstate tel mmunications services to its existing customers and therefore does not k approval to discontinue any type of service through this Application. (£) Not applicable. (g) Not applicable. (b) Ownership information for ICG Telecom is provided below. Current OwnershipInformation of ICG Telecom (1) The following entity owns or controls ten percent (10%) or more of ICG Telecom Group, Inc.: Name: ICG Holdings, Inc. 9800 Mt. Pyramid Court, Suite 250

Englewood, Colorado 801122 Citizenship: U.S. Equity/Voting Interest: 100% Principal Business: Holding Company _ (@2) The following entity owns or controls ten percent (10%) or more of ICG Holdings, Inc.: Name: ICG Communications, Inc. 9800 Mt. Pyramid Court, Suite 250 Englewood, Colorado 801122 . Citizenship: TU.S. Equity/Voting Interest: 100% Principal Business: Holding Company (3) The following entity owns or controls ten percent (10%) or more of ICG Communications, Inc.: Name: MCCC ICG Holdings, LLC c/lo Columbia Capital 201 North Union Street Suite. 300 Alexandria, Virginia 22314 Citizenship: U.S. Equity/Voting Interest: 100% Principal Business: Holding Company (4) The following entities will own or control ten percent (10%) or more of the equity of MCCC ICGHoldings LLC: Name: M/C Venture Partners V, L.P. Address: 75 State Street, Suite 2500 Boston, MA 02109—1829 Citizenship: U.S, Equity/Voting Interest: 47% Principal Business: Private Equity Venture Fund Name: Columbia Capital Equity Partners III (QP), LP. Address: 201 North Union Street Suite 300 Alexandria, VA 22314 Citizenship: U.S. Equity/Voting Interest: 27% Principal Business: Private Equity Venture Fund

Name: Columbia Capital Equity Partners III (Cayman), LP. Address: 201 North Union Street Suite 300 Alexandria, VA 22314 Citizenship: Cayman Islands Equity/Voting Interest: 15% Principal Business:. Private Equity Venture Fund (5) The following entities own or control ten percent (10%) or more of M/C Verture Partners V, L.P.: Name: California Public Employees x Retirement System‘ Citizenship: United States Equity/Voting Interest: 12% Principal Business: Pension Fund Name: California State Teachers Retirement System" Citizenship: —_ United States Equity/Voting Interest: 14% Principal Business: Pension Fund Name: : M/C VP V, L.L.C. Address: 75 State Street, Suite 2500 Boston, MA 02109—1829 Citizenship: United States Equity/Voting Interest: General Partner Principal Business: Investment (6) The following entities own or control ten percent (10%) or more of M/C YP ¥, LL.C.; Names: James F. Wade David D Croll Peter H. 0. Claudy Address: c/o M/C Venture Partners 75 State Street, Suite 2500 Boston, MA 02109—1829 Citizenship: United States Equity/Voting Interest: Managers * Interest holder is a retirement and health benefit pension fundwith over 1.3 million members with assets of over $150 billion. Interest holder is the largest public teacher pension organization and has over 600,000 members with assets of over $88 billion.

Principal Business: Individuals (7) The following entity owns or controls ten percent (10%) or more of Columbia Capital Equity Partners III (Cayman), L.P.: Name: Columbia Capital Equity Partners (Cayman) III, Ltd. Address: 201 North Union Street Suite 300 Alexandria, Virginia 22314 Citizenship: Cayman Islands Equity/Voting Interest: General Partner Principal Business: Investments (8) The following entity owns orcontrols ten percent (10%) or more ofboth Columbia Capital Equity Partners III (Cayman), Ltd. and Columbia Capital Equity Partners III (QP), L.P.: Name: Columbia Capital Equity Partners III, L.P. Address: 201 North Union Street Suite 300 Alexandria, Virginia 22314 Citizenship: United States Equity/Voting Interest: Sole Shareholder of Columbia Capital Equity Partners (Cayman) TI, Ltd. and General Partner of Columbia Capital Equity Partners III (QP), LP. Principal Business: Investments (9) ._ The following entities own or control ten percent (10%) or more of | Columbia Capital Equity Partners III, L.P.; Name: Columbia Capital III, L.L.C. Address: 201 North Union Street Suite 300 Alexandria, Virginia 22314 Citizenship: United States Equity/Voting Interest: General Partner Principal Business: Investments ( (10)}) The followingg entities own or control ten p percent (10%) or more of Columbia Capital III, L.L.C.: Names: James B. Fleming, Jr..

R. Philip Herget, III Harry F. Hopper III Address: c/o Columbia Capital 201 North Union Street . Suite 300 ; Alexandria, Virginia 22314 t Citizenship: . United States Equity/Voting Interest: Managing Members i Principal Business:: Individuals ‘ C Post—Closing Ownership Information (1) The following entity will continue toown or controlten percent (10%) or more of ICG Telecom Group, Inc.:. Name: ICG Holdings, Inc. 9800 Mt. Pyramid Court, Suite 250 Englewood, Colorado 801122 Citizenship: United States Equity/Voting Interest: 100% Principal Business: Holding Company (2) The following entity will continue to own or control ten percent (10%) or more of ICG Holdings, Inc.: Name: ICG Communications, Inc. 9800 Mt. Pyramid Court, Suite 250 Englewood, Colorado 801122 Citizenship: United States Equity/Voting Interest: 100% Principal Rusiness: Holding Company (3) The following entity will own or control ten percent (10%) or more of ICG Communications, Inc.: Name: Level 3 Communications, LLC Address: 1025 Eldorado Boulevard Broomfield, Colorado 80021 Citizenship: United States Equity/Voting Interest: 100% Principal Business: Telecommunications (4) The following entity owns or controls ten percent (10%) or more of Level 3 Communications, LLC: —{{Q—=

Name: Level 3 Financing, Inc. Address: 1025 Eldorado Boulevard Broomfield, Colorado 80021 Citizenship: United States Equity/Voting Interest: 100% Principal Business: Information Technology (5) The following entity owns or controls ten percent (10%) or more of [E Level 3 Financing, Inc.: i8 Name: Level 3 Communications, Inc. Address: 1025 Eldorado Boulevard Broorafield, Colorado 80021 Citizenship: United States Equity/Voting Interest: 100% 3 Principal Business: Holding Company ig (6) The following entity owns or controls ten percent (10%) or more of TLevel 3 Communications, Inc.: Name: Southeastern Asset - Management, Inc. ("SAM") Address: 6410 Poplar Avenue, Suite 900 Memphis, Tennessee 38119 Citizenship: United States Equity/Voting Interest: SAM holds sole or shared voting rights for approximately 18 percent of outstanding shares of Level 3 Communications, Inc.* Principal Business: Investment Advisory Services SAM does not hold a seat on the board of directors of Level 3 Communications, Inc. {(Answer_ to_Question 12) ICG Telecom currently has no interlocking directorates with foreign carriers. Level 3 has the following interlocking directorates with foreign carriers: | e Brian Hedlund, who is an Assistant Secretary of Level 3, is also a Secretary of Level 3 Communications (Austria) Limited, a Secretary of Level 3 Communications (Denmark) Limited, a Secretary of Level 3 Communications Ltd. (Ireland), and a Secretary of Level 3 Communications Limited (United Kingdom); > None of the other owners of outstanding shares of Level 3 Communications, Inc., whose shares are voted by SAM owns a 10— percent—or—greater direct or indirect interest in Level 3 Communications, Inc. —4/——

e Andrew E. Ottinger, Jr., who is Vice President of Level 3, is also a Secretary of Level 3, a Secretary of Level 3 Communications Limited (UK) and an Assistant Secretary of Level 3 Communi ions Ltd. (Irelan); and e Robert M. Yates, who is a Senior Vi« President and Assistant Genei Counsel of Level 3, is also a Director oi svel 3 Communications (Austri Limited, a Director of Level 3 Commut itions S.A. (Belgium), a Direct of Level 3 Communications (Denmarl Limited, a Director of Level Coramunications S.A.S. (France), a Dt tor of Level 3 Communicatio GmbH (Germany), a Director of Level 3 »ymmunications Limited (Irelanc a Director of Level 3 Communications | LL. (Kaly), a Director of Level Communications B.V. (the Netherl; Is), a Director of Level communications SLU (Spain), a Direct »f Level 3 Communications A.. (Sweden), and a Director of Level 3 ommunications Limited (Unit Kingdom). M (Answer_to Question14) ICG Telecom i: iot currently affiliated with ar foreign carriers. Level 3 is authorizedto p ide telecommunications servic in Canada and also has previously report affiliations with the followit foreign carriers: (1) Level 3 Communicatic (Austria) Limited (Austria); ( Level 3 Communications S.A. (Belgtum); Level 3 Communications c.r. (Czech Republic); (4) Level 3 Communicati ; (Denmark) Limited; (5) Level Communications S.A.S. ((France), (6) I el 3 Communications Gmb (Germany); (7) Level 3 Communication: amited (Ireland); (8) Level Communications S.R.L. (Italy); (9) Lev 3 Communications BV. (ft ©Netherlands); (10) the Warsaw branch office ‘Level 3 Communications Gmb (Poland); (11) Level 3 Communication SLU (Spain) (12) Level Communications A.B. (Sweden); (13) svel 3 Communications A (Switzerland); (14) Level 3 Communicatior Limited (United Kingdom); (1: Williams Cormmunication Network,3. (Canada) (16) WilT Communications K.K. (Japan); (17) WilTel | mmunications (Cayman) Limite (Netherlands); and (18) Williams Communications UK Limited (United Kingdom) (collectively, the "Level 3 Foreign Carrier Affiliates")." All of the Level 3 Foreign Carrier Affiliates are non—dominant carriers that lack market power in their respective destination markets. All of the Level 3 Foreign Carrier Affiliates operate in destination markets located in World Trade Organization ("WTO") Members countries. * () (Answer to Question 15) Applicants certify that they seek to continue to provide international telecommunications services from the United States to the 4 Although WilTel Communications (Cayman) Limited is organized in the Cayman Islands, it is authorized . to provide telecommunications services in the Netherlands. i See World Trade Organization, Members and Observers (2005), available at http://www.wto.org/english/thewto_eftif" e/org6_e.htm. ={2—

destination countries listed in Paragraph (i) above, in each of which an entity that owns more than 25 percent of, or controls, Level 3 (and will own more than 25 percent or control ICG Telecom) controls a foreign carrier in that country, or will do so following the consummation of th _ roposed Transaction. (k) All of the countries listed in subsection (i) ustria, Belgium, Canada, zech Republic, Denmark, France, Germany, Irel 1, Italy, Japan, the Neth inds, Poland, Spain, Sweden, Switzerland, and the nited Kingdom)are Work ‘rade Organization ("WTO®") Members countries. W On routes between the United States and : foreign countries ident d in — Paragraph (i) above, the Level 3 Foreign rrier Affiliates each sati : the — requirement of Section 63.10(a)(3) of the C imission‘s rules.° Each 1 rel 3 Foreign Carrier Affiliate holds significantly s thana 50—percent markt ‘hare in the international transport and local acces garkets in its respective e ntry. Moreover, no Level 3 Foreign Carrier Affil s has any ability to discr inate against unaffiliated U.S. international carriee hrough the control of bot aeck services or facilities in its respective internat al market. No Level 31 sign Carriee Affiliate appears on the ( nmission‘s list of cign telecommunications carmiers _Jpresumed to ssess market power in eign telecommunications markets.‘ According! each Level 3 Foreign mier Affiliate is presumptively non—dominant i therefore presumed t lack sufficient market power on the internati i end of the route to ffect competition adversely in the U.S. market. For the reasons set forth in subsection (I) a ve and pursuant to Com: sion Rule 63.10(a)(3), 47 C.F.R. §63.10(a)(3), f awing the transactions, L el 3 and ICG Telecom will continue to be presur ively classified as non—do nant carriers. (n). Applicants certify that they have not agr to accept special conce ions directly or indirectly from any foreign © rier with respect to an U.S. international route where the foreign carrier possesses market power on the foreign end of the route and will not enter into such agreements in the future. (0). Applicants certify that they are not subject to denial of federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1998. See 21 U.S.C. § 853a. iSee also 47 C.F.R. §§ 1.2001—1.2003. (P) With respect to international authority, this Application is eligible for streamlined processing pursuant to Section 63.12(a)—(b) of the Commission‘s 6 See 47 C.FR. § 63.10(a)(3). 7 See International Bureau Revises and Reissues the Commission‘s List ofForeign Telecommunications Carriers that Are Presumed to Possess Market Power in Foreign Telecommunications Markets, Public Notice, 19 FCC Red. 20,358—(Int‘l Bur. 2004) ( "Presumed Market Power List"). —~43~

Rules, 47 C.F.R. §63.12(a)—(b). In particular, Section 63.12(c)(1) is inapplicable because as set forth above, Applicants qualify for a presumption of non— dominance pursuant to Section 63.10(a)(3) ofthe Commission‘s Rules. Furthermo mne of the scenarios set outlined in Section 63 — 2(c)(2)—(4) of the Commissi tules, 47 C.F.R. § 63.12(c)(2) or (3), apply. VI. INFORMATION JUIREDBY SECTION 63.04 In lieu of an attac t, pursuant to Commission Rule 63.04(b), 47 F.R. § 63.04(b), Applicants submit the fo 1g information in support of their request fo omestic Section 214 authority in order to »ss the requirements set forth in Commissior zle 63.04(a)(6)— (12): (a)(6) A descript ‘the proposed transactionsis set forth in Secti« III above. (a)(7) 1CG Telec rovides intrastate services primarily in Color > and Ohio, but has limite istate private line operations in Indiana and .‘ ntucky. Level 3 provides c itive interexchange and local services to cust iers nationwide. Neither of Applicants or their affiliates is dominant w respect to any service. (a)(8) Applicants »ctfully submit that this Application is eligit for streamlined processing uant to Section 63.03 of the Commission‘s ules, 47 C.F.R. §63.03. T icular, with respect to domestic authority, 1 ; Application is eligible fo: unlined processing pursuant to Section 63.0 ))(2)(i) because, immediate. lowing the transactions, (1) Applicants a their affiliates combined hold less than a ten percent (10%) share [ the interstate, interexchai rarket; (2) Applicants and their affiliates |~ 1 provide local exchange s : only in areas served by dorninant local exch: :e carriers (none of which are parties to the proposed transactions) and; (3) none of the Applicants or their affiliates are dominant with respect to any service. (2)(@) Through this Application, Applicants seek authority with respect to both international and domestic Section 214 authorizations (this Application is being separately and concurrently filed with respect to both types of authorities in compliance with Commission Rule 63.04(b), 47 C.F.R. § 63.04(b)). No other applications are being filed with the Commussion with respect to the proposed transactions. ' (a)(10) Prompt. completion of the proposed transactions is critical to ensuring that Applicants can obtain the benefits described in the foregoing application. Accordingly, Applicants respectfully request that the Commission approve this —144—

Application expeditiously in order to allow Applicants to consummate the proposed transactions as soon as possible. (a)(11) Not applicable. (a)(12) A statement showing how grant of the application will serve the public interest, . convenience and necessity is provided in Section IV above. [Remainder of Page Left Intentionally Blank] —1§

VII. CONCLUSION For the reasons stated above, Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by a grant of this Application. Indeed, failure to grant it would directly harm the public interest. Applicants therefore respectfully request expedited treatment to permit Applicants to consummate the proposed transactions as soon as possible. Respectfully submitted, Edward S. Quill, Jr. Brian McDermott Michael W. Fleming Williams Mullen 8270 Greensboro Drive Suite 700 McLean, Virginia 22102 (703) 760—5200 (Tel) {703) 748—0244 (Fax) equill@williammullen.com bmedermott@williamsmullen.com mywfleming@williamsmullen.com Dated: April 17, 2006 — 16 —

Exhibit A TIllustrative Cha

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Verifications

CERTIFICATION OF APPLICANT On behalf ofLevel 3 Communications, LLC, I hereby certify upon penalty ofperjfury that I am Senior Vice President, Regulatory and Public Policy of Level 3 Communications, LLC and that the statements in the foregoing Federal Communications Commission Section 214 Application are true, complete, and correct to the best of my knowledge andsuch statements are made in good faith. Name: John M. Ryan Title: Senior Vice President, Regulatory and Public Polic Date: 4{' 4 /0 & FCC

CERTIFICATION OF APPLICANT On behalf of ICG Telecom Group, Inc., I hereby certify upon penalty of perjury that I am Scott E. Beer of ICG Telecom Group, Inc. and that the statements in the foregoing Federal _ Communications Commission Section 214 Application are true, complete, and correct to the best of my knowledge and such statements are made in good faith. : By: A B wl Name: — Scott E. Beer . VP. and General Counsel Title: Date: j/,/3//0 C FCC

l COPY WILLIAM S MU LLE N \ RECENED & INSPECTED JUN g 2006 June 1, 2006 FCC — MAILROOM VIA OVERNIGHT DELIVERY Ms. Marlene H. Dortch, Secretary RECE||VED Federal Communications Commission 9300 East Hampton Drive — JUN % 0 2005 Capitol Heights, MD 20743 6 Policy Division RE: NOTICE OF CONSUMMATION International Bureau Level 3 Communications, LLC and ICG Communications, Inc. Docket No. WC—06—91 ITC—T/C—20060417—00237 Dear Ms. Dortch: Level 3 Communications, LLC ("Level 3") and ICG Communications, Inc. ("ICG")(together with Level 3, the "Parties"), through undersigned counsel, hereby advise the Commission 2006,completedthetransactionapprovedthe Commission in the above captioned Docket and File. An original and nine (9) copies of this letter are enclosed. Please date—stamp and return the enclosed extra copy of the filing in the attached stamped envelope. Questions regarding this Notice of Consummation may be addressed to the undersigned. 2e G%, Respectfully submitted, «L.._> Edward S. Quill, Jr. Michael W. Fleming A Professional Corporation VIRGINIA e WASHINGTON, D.C. e LONDON 8270 Greensboro Drive, Suite 700 McLean, VA 22102 Tel: 703.760.5200 Fax: 804.783.6507 or 703.748.0244 www.williamsmullen.com


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