Assignment of Proceeding

Susan P. Kennedy is the Assigned Commissioner and Michael J. Galvin is the assigned Administrative Law Judge in this proceeding.

Findings of Fact

1. ICG Telecom is a wholly owned subsidiary of ICG Holdings, Inc.

2. ICG Telecom holds a CPCN to provide local exchange and interexchange services within California.

3. Buyer does not hold a CPCN to provide telecommunications services in this state.

4. As a result of the transaction, Buyer will own ICG and therefore will own and have ultimate control of ICG Telecom.

5. 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 as a result of the transaction.

6. Customers of ICG Telecom will continue to receive service under the same rates, terms, and conditions that currently apply to those services.

7. Buyer has sufficient financial resources to meet the Commission's requirements to provide facilities-based and resold local exchange and interexchange services.

8. Buyer possesses the necessary technical expertise to meet applicable Commission requirements.

9. Notice of this application appeared on the Commission's Daily Calendar on July 30, 2004.

10. There were no protests to this application.

11. No hearings are necessary.

Conclusions of Law

1. The Commission will apply the same requirements to a request for approval of an agreement to acquire control of a facilities-based and resale provider of local exchange and interexchange telecommunications services within California as it does to an applicant for authority to provide such services.

2. Buyer meets the Commission's requirements for the issuance of a CPCN to provide facilities-based and resold local exchange and interexchange telecommunications services.

3. Buyer and ICG's request to file financial information under seal should be granted for two years.

4. The transaction is not adverse to the public interest.

5. In order to avoid delaying this transaction, this decision should be made effective immediately.

ORDER

IT IS ORDERED that:

1. Pursuant to Pub. Util. Code §§ 852 and 854, the joint application of MCCC ICG Holdings LLC (Buyer) and ICG Communications, Inc. (ICG) for approval of the indirect transfer of control of ICG Telecom Group, Inc. (U-5406-C) to Buyer is approved.

2. Buyer and ICG's request to have their filed financial information kept under seal is granted for two years from the effective date of this decision. During that period the information shall not be made accessible or disclosed to anyone other than the Commission staff except on the further order or ruling of the Commission, the Assigned Commissioner, the assigned Administrative Law Judge (ALJ), or the ALJ then designated as the Law and Motion Judge.

3. Buyer and ICG shall notify the Director of the Commission's Telecommunications Division in writing of the transfer of control, as authorized herein, within ten days of consummation of the transaction. A true copy of the instrument(s) of transfer shall be attached to this notification.

4. The authority granted by this decision shall expire if not exercised within 12 months after the effective date of this order.

5. Application 04-07-040 is closed.

This order is effective today.

Dated October 7, 2004, at San Francisco, California.

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