ALJ/MFG/hkr Mailed 10/8/2004

Decision 04-10-005 October 7, 2004

BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA

In the Matter of the Application of MCCC ICG HOLDINGS LLC And, ICG COMMUNICATIONS, INC. To Complete a Transfer of Control of ICG TELECOM GROUP, INC. (U-5406-C) an Authorized Carrier.

Application 04-07-040 (Filed July 27, 2004)

OPINION AUTHORIZING TRANSFER OF CONTROL
OF ICG TELECOM GROUP, INC. TO MCCC ICG HOLDINGS LLC

Summary

This decision grants the joint application of MCCC ICG Holdings LLC (Buyer) and ICG Communications, Inc. (ICG) to transfer control of ICG Telecom Group, Inc. (ICG Telecom) to Buyer including the transfer of the certificate of public convenience and necessity (CPCN) of ICG Telecom, pursuant to Pub. Util. Code § 854.¹