Proposed Transaction

Applicants propose to complete a series of transactions whereby Buyer will acquire ICG and therefore indirectly own and control ICG Telecom. MCCC Merger Corporation, a newly created acquisition subsidiary wholly owned by Buyer will be merged with and into ICG with ICG being the surviving entity. As a result of that merger, ICG Telecom will become a wholly owned subsidiary of Buyer and Buyer will acquire indirect control of ICG Telecom. A chart depicting the pre- and post-transfer of control of ICG Telecom is attached to this order as Appendix A.

Applicants represent that the transaction will improve the financial stability of ICG Telecom because Buyer has agreed to provide substantial financing to ICG, including entering into a credit facility that includes a term loan in the principal amount of $2.4 million. Buyer has agreed under such credit facility to advance in excess of $15 million to ICG while the transactions are pending. Furthermore, Buyer has agreed to hold the purchase price of more than $6 million in escrow pending the closing of the transaction. These financial commitments are expected to maintain ICG's financial stability while Buyer restructures its operations.

The proposed transaction is to be completed in a seamless fashion that will not affect the current customers of ICG Telecom. There will be no transfer or assignment of the operating authority held by ICG Telecom or its customers or result in a name change by ICG Telecom. Immediately following the transaction, ICG Telecom will continue to conduct its operations in substantially the same manner in which those operations are currently conducted. Customers of ICG Telecom will continue to receive service under the same rates, terms, and conditions that currently apply to those services.