Icg Communications Inc/DE – ‘8-K’ for 5/21/02 – EX-2

On:  Tuesday, 6/4/02, at 4:56pm ET   ·   For:  5/21/02   ·   Accession #:  950172-2-1202   ·   File #:  1-11965

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5±    23K 
 2: EX-2        Ex 2.1 Confirmation Order                             96±   416K 
 3: EX-2        Ex 2.2 Plan of Reorganization                        363±  1.96M 
 4: EX-2        Ex 2.3 Disclosure Statement                          510±  2.60M 
 5: EX-13       Ex 13.1 10Q                                           32    178K 
 6: EX-99       Ex 99.1 Press Release                                  2±     9K 

EX-2   —   Ex 2.1 Confirmation Order
Exhibit Table of Contents

UNITED STATES BANKRUPTCY COURT      
DISTRICT OF DELAWARE      

In re:                                 :                                        
                :       Chapter 11
ICG COMMUNICATIONS, INC.,              :       Case No.  00-4238 (PJW)          
et al.,                                :                                        
-- ---                                 :        Jointly Administered            
Debtors.    :             

FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER    
CONFIRMING SECOND AMENDED JOINT PLAN OF REORGANIZATION    
OF ICG COMMUNICATIONS, INC. AND ITS AFFILIATED DEBTORS    
AND DEBTORS IN POSSESSION     

TABLE OF CONTENTS     

                                                                            Page

INTRODUCTION...................................................................1

I.  FINDINGS OF FACT...........................................................4
         A.     JURISDICTION AND VENUE.........................................4
      B.     COMPLIANCE WITH THE REQUIREMENTS OF SECTION OF THE BANKRUPTCY
                CODE...........................................................4
                1.  Section 1129(a)(1)-- Compliance of the
                               Plan Applicable Provisions of the Bankruptcy ...4
                      a.   Sections 1122 and 1123(a)(1)-(4) --
                                  Classification and Treatment of Claims and
                                    Interests..................................5
                      b.   Section 1123(a)(5)-- Adequate Means
                                    Implementation of the Plan.................6
                        c.   Section 1123(a)(6) -- Prohibition the
                               Issuance of Nonvoting Equity Securities
                      and Adequate Provisions Voting
                                    Power of Classes of Securities.............7
                              d.   Section 1123(a)(7) - Selection of Directors
                               and Officers in a Manner Consistent the
                                  Interests of Creditors and Equity Security
                                    Holders and Public Policy..................8
                             e.   Section 1123(b)(1)-(2)-- Impairment of and
                                Interests and Assumption, and Assignment
                               or Rejection of Executory Contracts and
                                    Unexpired Leases...........................9
                              f.   Section 1123(b)(3)-- Retention, Enforcement
                                    and Settlement of Claims by the Debtors....9
                           g.   Section 1123(b)(5)-- Modification of the
                                    of Holders of Claims......................10
                        h.   Section 1123(b)(6)-- Other Provisions
                                  Inconsistent with Applicable Provisions of
                                    the Bankruptcy Code.......................10
                               i.   Section 1123(d)-- Cure of Defaults........11
              2.  Section 1129(a)(2)-- Compliance with
                     Applicable Provisions of the Bankruptcy
                               Code...........................................11
                   3.  Section 1129(a)(3)-- Proposal of the Plan
                               in Faith.......................................11
                        4.  Section 1129(a)(4)-- Bankruptcy Court Approval
                               of Certain Payments as Reasonable..............12
                         5.  Section 1129(a)(5) -- Disclosure of Identity of
                      Management, Compensation of Insiders and
                     Consistency of Management Proposals the
                               Interests of Creditors and Public Policy.......13
                           6.  Section 1129(a)(6)-- Approval of Rate Changes..13
                7.  Section 1129(a)(7)-- Best Interests of
                               Holders Claims and Interests...................13
                     8.  Section 1129(a)(8)-- Acceptance of the Plan
                               by Impaired Class..............................14
                  9.  Section 1129(a)(9)-- Treatment of Claims
                      Entitled to Priority Pursuant to Section
                               507(a) of the Code.............................14
                      10. Section 1129(a)(10)-- Acceptance By at Least
                               Impaired Class.................................15
                           11. Section 1129(a)(11)-- Feasibility of the Plan..15
                           12. Section 1129(a)(12)-- Payment of Bankruptcy ...15
                           13. Section 1129(a)(13)-- Retiree Benefits.........16
               14. Section 1129(b)-- Confirmation of the
                               Plan the Nonacceptance of Impaired Classes.....16
                           15. Bankruptcy Rule 3016(a)........................16
                           16. Section 1129(d)-- Purpose of Plan..............17
         C.     SETTLEMENTS AND RELEASES......................................17
                       1.  Settlement of Intercompany Claims Between the
                               Debtors and the Services Debtors...............17
                           2.  Settlements with Cisco and Lucent..............17
                           3.  Fairness of Releases...........................18
         D.     SATISFACTION OF CONDITIONS TO CONFIRMATION....................18
         E.     SUBSTANTIVE CONSOLIDATION.....................................18

II. CONCLUSIONS OF LAW........................................................19
         A.     JURISDICTION AND VENUE........................................19
         B.     EXEMPTIONS FROM SECURITIES LAWS...............................19
         C.     EXEMPTIONS FROM TAXATION......................................21
         D.     COMPLIANCE WITH SECTION 1129 OF THE BANKRUPTCY CODE...........22
E.     APPROVAL OF THE SETTLEMENTS AND RELEASES               
                UNDER THE PLAN AND CERTAIN OTHER..............................22
         F.     AGREEMENTS AND OTHER DOCUMENTS................................23
G.     ASSUMPTIONS, ASSUMPTIONS AND ASSIGNMENTS AND           
                OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES...................24
         H.     SUBSTANTIVE CONSOLIDATION.....................................25

III. ORDER....................................................................25
         A.     CONFIRMATION OF THE PLAN......................................25
         B.     EFFECTS OF CONFIRMATION.......................................25
             1.  Immediate Effectiveness; Successors
                               and Assigns....................................25
                2.  Continued Corporate Existence; Vesting
                               of Assets......................................26
                    3.  Cancellation and Surrender of Instruments,
                               and Other Documentation........................27
                           4.  Release of Liens...............................27
         C.     CLAIMS BAR DATES..............................................28
                           1.  Bar Dates for Administrative Claims............28
                               a.  General Bar Date Provisions................28
                      b.  Bar Dates for Certain Administrative
                                   Claims.....................................29
                                   i.       Professional Compensation.........29
                                   ii.      Ordinary Course Liabilities.......29
                                   iii.     Priority Tax Claims...............30
               2.  Bar Date for Rejection Damages Claims
                               and Procedures.................................30
         D.     MATTERS RELATING TO IMPLEMENTATION OF THE ....................31
                           1.  Restructuring Transactions.....................31
                    2.  Directors and Officers; Employment-Related
                               and Compensation Programs......................36
                               a.  Directors and Officers of Reorganized......36
                         b.  Approval of New Employment, Retirement,
                        Indemnification, and Other Related
              Agreements and Incentive
                                   Compensation Programs......................36
                   3.      Approval of Agreements Related to the
                                   New Stock..................................37
                           4.      Approval of Exit Financing.................37
                           5.      Approval of New Loan Documents.............38
                6.      Approval of Executory Contract and
                      Unexpired Provisions and Related
                                   Procedures.................................40
                           7.      Distribution Record Date...................45
E.     SUBSTANTIVE CONSOLIDATION OF THE HOLDINGS AND          
                SERVICES DEBTORS..............................................46
         F.     ACTIONS IN FURTHERANCE OF THE PLAN............................47
         G.     RELEASES AND INDEMNIFICATION..................................50
         H.     DISCHARGE, TERMINATION, INJUNCTION AND SUBORDINATION RIGHTS...50
                      1.      Discharge of Claims and Satisfaction and
                                   Termination of Interests...................50
                           2.      Injunctions................................51
          3.      Releases and Satisfaction of
                                   Subordination..............................53
                           4.      Exculpation................................54
         I.      RESOLUTION OF OTHER OBJECTIONS OR DISPUTES...................55
         J.      PAYMENT OF STATUTORY FEES....................................57
         K.      SUBSTANTIAL CONSUMMATION.....................................58
                 RETENTION OF JURISDICTION....................................58
         M.      NOTICE OF ENTRY OF CONFIRMATION ORDER........................58

TABLE OF EXHIBITS     

Exhibit           Exhibit Name                                                  
-------           ------------                                                  
A                 Plan                                                          
B                 Rejection Bar Date Notice                                     
C                 Cure Amount Notice                                            
D                 Confirmation Notice                                           
E                 Initial Board of Directors of Reorganized ICG                 

INTRODUCTION    

The above-captioned debtors and debtors in possession         
(collectively, the"Debtors") having proposed the Second Amended Joint Plan      
of Reorganization of ICG Communications, Inc. and its Affiliated Debtors        
and Debtors in Possession, dated April 3, 2002 (the "Plan"),(1) the             
Bankruptcy Court having entered its Order (I) Approving Procedures and          
Materials Employed to Provide Notice of the Disclosure Statement Hearing,       
(II) Approving Disclosure Statement, (III) Determining Treatment of Certain     
Claims for Notice and Voting Purposes, (IV) Scheduling Hearing on               
Confirmation of the Plan, (V) Establishing Record Date and Procedures for       
Filing Objections to the Plan and Temporary Allowance of Claims and (VI)        
Approving Solicitation Procedures for Confirmation, dated April 3, 2002         
(the "Disclosure Statement Order") [Docket No. 1349]; the Debtors having        
filed the Declaration of Logan & Company, Inc. Certifying the Voting On and     
Tabulation of Ballots Accepting and Rejecting the Debtors' Second Amended       
Joint Plan of Reorganization(the "Voting Declaration") [Docket No. 1503] on     
May 16, 2002; the Bankruptcy Court having established, in the Disclosure        
Statement Order, May 20, 2002 at 5:00 p.m. as the date and time of the          
hearing pursuant to section 1129 of the Bankruptcy Code to consider             
Confirmation of the Plan (the "Confirmation Hearing"); declarations of          
service having been executed by Kathleen M. Logan and Filed with the            
Bankruptcy Court (the "Declarations of Service") [Docket Nos. 1448, 1452,       
1454-1462], with respect to the mailing of a notice of the Confirmation         
Hearing and the other solicitation materials in respect of the Plan in          
accordance with the Disclosure Statement Order; declarations of publication     
having been Filed with the Bankruptcy Court (collectively, the                  
"Declarations of Publication") [Docket Nos. 1492-1494] with respect to the      
publication of the notice of the Confirmation Hearing in the national           
editions of The Wall Street Journal, and the daily edition of the Denver        
Post in accordance with the Disclosure Statement Order; objections to           
Confirmation of the Plan (collectively, the "Objections") having been Filed     
by (i) Bexar County, et al (the "Bexar County"); (ii) Class Claimants;          
(iii) Genuity Solutions, Inc.; (iv) the Missouri Department of Revenue          
("MDOR"); (v) Prospect Waterproofing Company ("Prospect"); (vi) County of       
San Diego, Riverside and Monterey ("County of San Diego"); (vii) Joseph and     
Kelly Siri; (viii) Southwestern Bell Telephone L.P., et al., ("Southwestern     
Bell"); (ix) the Tennessee Department of Revenue ("TDOR"); (x) Texas            
Comptroller; (xi) United States Trustee; and (xii) United States Internal       
Revenue Service ("Internal Revenue Service"); the Debtors having filed a        
Memorandum of Law in support of Confirmation of the Second Amended Joint        
Plan of Reorganization of ICG Communications, Inc. (the "Memorandum of          
Law") on May 16, 2002 [Docket No. 1504]; the Debtors having filed the           
Declaration of Randall E. Curran in Support of Second Amended Joint Plan of     
Reorganization of ICG Communications, Inc. (the "Curran Declaration"), the      
Declaration of Steven G. Panagos in Support of Second Amended Joint Plan of     
Reorganization of ICG Communications, Inc. (the "Panagos Declaration") and      
the Declaration of Kenneth E. Buckfire in Support of Second Amended Plan of     
Reorganization of ICG Communications, Inc. (the "Buckfire Declaration")         
(the Curran Declaration together with the Panagos Declaration and the           
Buckfire Declaration, the "Supporting Declarations") on May 16, 2002 as         
exhibits to the Memorandum of Law (and with respect to the Buckfire             
Declaration, on May 17, 2002 [Docket No. 1513]); the Bankruptcy Court           
having reviewed the Plan, the Disclosure Statement, the Disclosure              
Statement Order, the Voting Declaration, the Declarations of Service, the       
Declarations of Publication, the Objections, the Memorandum of Law, the         
Supporting Declarations and the other papers before the Bankruptcy Court in     
connection with the Confirmation of the Plan; the Bankruptcy Court having       
heard the statements of counsel in support of Confirmation at the               
Confirmation Hearing, as reflected in the record at the Confirmation            
Hearing; the Bankruptcy Court having considered all testimony presented and     
evidence admitted at the Confirmation Hearing; the Bankruptcy Court having      
taken judicial notice of the papers and pleadings on file in these chapter      
11 cases; and the Bankruptcy Court finding that (i) notice of the               
Confirmation Hearing and the opportunity of any party in interest to object     
to Confirmation were adequate and appropriate, in accordance with               
Bankruptcy Rule 2002(b) and the Disclosure Statement Order, as to all           
parties to be affected by the Plan and the transactions contemplated            
thereby and (ii) the legal and factual bases set forth at the Confirmation      
Hearing and as set forth in this Confirmation Order establish just cause        
for the relief granted herein; the Bankruptcy Court hereby makes the            
following Findings of Fact, Conclusions of Law and Order.(2)                    
--------                                                                        

(1)   Unless otherwise specified, capitalized terms and phrases used herein     
have the meanings assigned to them in the Plan. The rules of        
interpretation set forth in Section I.C of the Plan shall apply to  
these Findings of Fact, Conclusions of Law and Order (this          
 "Confirmation Order"). In addition, in accordance with Section I.A of
the Plan, any term used in the Plan or this Confirmation Order that 
is not defined in the Plan or this Confirmation Order, but that is  
used in the Bankruptcy Code or the Bankruptcy Rules, shall have the 
meaning given to that term in the Bankruptcy Code or the Bankruptcy 
Rules, as applicable. In accordance with Section III.A of this      
 Confirmation Order, if there is any direct conflict between the terms
of the Plan and the terms of this Confirmation Order, the terms of  
this Confirmation Order shall control. A copy of the Plan (without  
the exhibits thereto) is attached hereto as Exhibit A and           
incorporated herein by reference.                                   

(2)   This Confirmation Order constitutes the Bankruptcy Court's findings       
of fact and conclusions of law under Fed. R. Civ. P. 52, as made    
applicable herein by Bankruptcy Rules 7052 and 9014. Any finding of 
fact shall constitute a finding of fact even if it is stated as a   
conclusion of law, and any conclusion of law shall constitute a     
conclusion of law even if it is stated as a finding of fact.        

I.       FINDINGS OF FACT.                                                      

A.       JURISDICTION AND VENUE.                              

     On November 14, 2000, the Debtors commenced their
respective Reorganization Cases by filing voluntary petitions for relief        
under chapter 11 of the Bankruptcy Code. The Debtors were and are qualified     
to be debtors under section 109(a) of the Bankruptcy Code. ICG                  
Communications, Inc., the direct or indirect parent of each of the              
Affiliate Debtors, is domiciled in Delaware. Accordingly, pursuant to 28        
U.S.C. ss. 1408, venue in the United States Bankruptcy Court for the            
District of Delaware for these chapter 11 cases was proper as of the            
Petition Date and continues to be proper.                                       

B.       COMPLIANCE WITH THE REQUIREMENTS OF SECTION 1129 OF  
THE BANKRUPTCY CODE.                        

           1.       Section 1129(a)(1) Compliance of the Plan with
                   Applicable Provisions of the Bankruptcy Code.

           The Plan complies with all applicable provisions of the
Bankruptcy Code, as required by section 1129(a)(1) of the Bankruptcy Code,      
including sections 1122 and 1123 of the Bankruptcy Code. a. Sections 1122       
and 1123(a)(1)-(4) Classification and Treatment of Claims and Interests.        

      Pursuant to sections 1122(a) and 1123(a)(1) of the
Bankruptcy Code, Article II of the Plan designates Classes of Claims and        
Interests, other than Administrative Claims and Priority Tax Claims.(3) As      
required by section 1122(a), each Class of Claims and Interests contains        
only Claims or Interests that are substantially similar to the other Claims     
or Interests within that Class. The Plan designates eleven Classes of           
Claims and Interests, designated as Classes H-1 through H-5 and S-1 through     
S-6. Such classification is proper under section 1122(a) of the Bankruptcy      
Code because such Claims and Interests have differing rights among each         
other and against the Debtors' assets or differing interests in the Debtors     
or their reorganization. Additionally, in accordance with section 1122(b)       
of the Bankruptcy Code, the Plan provides for two Classes of Unsecured          
Claims of $5,000 or less, one each against the Holdings Debtors and the         
Services Debtors. This classification is reasonable and necessary for           
administrative convenience. Pursuant to sections 1123(a)(2) and 1123(a)(3)      
of the Bankruptcy Code, Article II of the Plan specifies all Classes of         
Claims and Interests that are not impaired under the Plan. Article III          
specifies the treatment of all Classes of Claims and Interests that are         
impaired under the Plan. Pursuant to section 1123(a)(4) of the Bankruptcy       
Code, the Plan also provides the same treatment for each Claim or Interest      
within a particular Class, unless the holder of a Claim or Interest agrees      
to less favorable treatment of its Claim or Interest.                           
--------                                                                        

(3)   Pursuant to section 1123(a)(1) of the Bankruptcy Code, classes of         
Administrative Claims and Priority Tax Claims are not required to be
classified.                                                         

                     b.        Section 1123(a)(5) Adequate Means for
                     Implementation of the Plan.

      Article V and various other provisions of the Plan
provide adequate means for the Plan's implementation. Those provisions          
relate to, among other things: (a) the continued corporate existence of the     
Debtors (subject to the Restructuring Transactions) and the vesting of the      
Debtors' assets in the Reorganized Debtors; (b) the cancellation of Old         
Securities and Agreements; (c) the corporate constituent documents that         
will govern the Reorganized Debtors; (d) the selection of the initial           
directors and officers for the Reorganized Debtors; (e) the entry into all      
appropriate and necessary documentation to obtain the Exit Financing,           
including the issuance of the New Convertible Notes and entry into the New      
Senior Subordinated Term Loan; (f) the preservation of Litigation Claims by     
the Debtors and the Reorganized Debtors; (g) the entry into the                 
Registration Rights Agreement; (h) the settlement with Lucent Technologies,     
Inc. ("Lucent"), and the settlement with Cisco Systems, Inc. and Cisco          
Capital ("Cisco"); (i) the continuation of certain employee, retiree and        
workers' compensation benefits and the implementation of the Management         
Option Plan; (j) the release of liens; (k) the distribution of cash             
pursuant to the Plan; (l) the execution, delivery and implementation of all     
documents, and the granting of security interests in and liens upon             
substantially all of the assets of the Reorganized Debtors, as are              
necessary and appropriate in connection with the consummation of the credit     
facility by and among the Reorganized Debtors and the holders of the New        
Secured Notes (the "New Credit Facility"), including without limitation (i)     
a credit agreement with the holders of the Secured Lender Claims (the "New      
Credit Agreement"), (ii) a security agreement with the collateral agent for     
the holders of the Secured Lender Claims (the "New Security Agreement"),        
(iii) UCC financing statements, (iv) the guarantees to be executed by those     
Subsidiaries as required by Section 5.01(j) of the New Credit Agreement         
(the "New Guarantees"), (v) a subordination agreement with the agent for        
the holders of the Secured Lender Claims, the parties that will be holders      
of the New Convertible Notes and Cerberus Capital Management, L.P. ("CCM")      
and any other financial institutions that are parties to the New Senior         
Subordinated Term Loan (the "Subordination Agreement") and (vi) such other      
documents as are necessary and appropriate in connection with the New           
Credit Facility (collectively, including the New Credit Agreement, the New      
Security Agreement, such UCC financing statements, the New Guarantees and       
the Subordination Agreement, the "New Loan Documents"); (m) the issuance        
and distribution of the New Common Shares, New Secured Notes and New            
Holdings Creditor Warrants; and (n) the adoption, execution, delivery and       
implementation of all contracts, instruments, releases and other agreements     
or documents related to the foregoing. Moreover, the Debtors will have          
sufficient cash to make all payments required to be made on the Effective       
Date pursuant to the terms of the Plan.                                         

                      c.        Section 1123(a)(6) Prohibition Against
                          the Issuance of Nonvoting Equity
                                Securities and Adequate Provisions for
                                Voting Power of Classes of Securities.

             Section 5.3 of the Plan provides that the certificates of
incorporation and the by-laws or similar constituent documents of               
Reorganized ICG and each of the other Reorganized Debtors, among other          
things, will prohibit the issuance of nonvoting equity securities to the        
extent required by section 1123(a) of the Bankruptcy Code. Such prohibitory     
provisions have been incorporated into Exhibit A to the Plan. In light of       
the foregoing, the Plan satisfies the requirement of section 1123(a)(6) of      
the Bankruptcy Code that a plan of reorganization provide for an                
appropriate distribution of voting power among the classes of securities        
possessing voting power.                                                        

                 d.        Section 1123(a)(7) - Selection of
                            Directors and Officers in a Manner
                          Consistent with the Interests of
                               Creditors and Equity Security Holders
            and Public Policy.

             The Plan complies with section 1123(a)(7) by properly and
adequately disclosing or otherwise identifying the procedures for               
determining the identity and affiliations of all individuals or entities        
proposed to serve on or after the Effective Date as officers and directors      
of Reorganized ICG. Moreover, the Plan ensures that the selection of the        
proposed compensation and indemnification arrangements for such persons are     
consistent with the interests of creditors and public policy.                   

            The existing senior officers of ICG will serve initially
in their same capacities after the Effective Date for Reorganized ICG. The      
initial board of directors of Reorganized ICG will consist of nine (9)          
directors. The Chief Executive Officer shall be a director. CCM, W.R. Huff      
Asset Management Co., L.L.C. ("Huff") and the Creditors' Committee,             
respectively, have designated the persons set forth on Exhibit E hereto as      
members of the initial board of directors.                                      

             In light of the foregoing, the manner of selection of the
initial directors and officers of the Reorganized Debtors and the manner of     
selection of successor directors and officers of the Reorganized Debtors,       
as set forth in the certificates of incorporation and by-laws or similar        
constituent documents of the applicable Reorganized Debtor and applicable       
state law, are consistent with the interests of the holders of Claims and       
Interests and public policy.                                                    

                    e.        Section 1123(b)(1)-(2) Impairment of
                              Claims and Interests and Assumption,
                                Assumption and Assignment or Rejection
                              of Executory Contracts and Unexpired
 Leases.

           In accordance with section 1123(b)(1) of the Bankruptcy
Code, Article II of the Plan impairs or leaves unimpaired, as the case may      
be, each Class of Claims and Interests. In accordance with section              
1123(b)(2) of the Bankruptcy Code, Article VII of the Plan provides that        
each of the Debtors will be deemed to have assumed every executory contract     
and unexpired lease to which it is a party, including those listed on           
Schedule 7.1 of the Plan, unless such contract or lease (i) was previously      
assumed or rejected by such Debtor, (ii) previously expired or terminated       
pursuant to its own terms, or (iii) is listed on Schedule 7.3 of the Plan.      
f. Section 1123(b)(3) Retention, Enforcement and Settlement of Claims Held      
by the Debtors.                                                                 

     Section 5.10 of the Plan provides that, except as
provided in the Plan or in any contract, instrument, release or other           
agreement entered into or delivered in connection with the Plan, in             
accordance with section 1123(b) of the Bankruptcy Code, the Reorganized         
Debtors will retain and may enforce, sue on, settle, or compromise (or          
decline to do any of the foregoing) all Litigation Claims, that the Debtors     
or the Estates may hold against any Person or entity. The Reorganized           
Debtors or their successors may pursue such retained claims, demands,           
rights or causes of action, as appropriate, in accordance with the best         
interests of the Reorganized Debtors or their successors holding such           
claims, demands, rights or causes of action. g. Section 1123(b)(5)              
Modification of the Rights of Holders of Claims.                                

           Article III of the Plan modifies, or leaves unaffected,
as the case may be, the rights of holders of each Class of Claims.              

                   h.        Section 1123(b)(6) Other Provisions
                          Not Inconsistent with Applicable
                            Provisions of the Bankruptcy Code.

            The Plan includes additional appropriate provisions that
are not inconsistent with applicable provisions of the Bankruptcy Code,         
including: (i) the provisions of Article VIII of the Plan governing             
distributions on account of Allowed Claims; (ii) the provisions of Article      
IX of the Plan establishing procedures for resolving Disputed Claims and        
making distributions on account of such Disputed Claims once resolved;          
(iii) the provisions of Article VI of the Plan providing for the                
substantive consolidation of the Estates that comprise the Holdings             
Debtors, and the Estates that comprise the Services Debtors, respectively       
for the purpose of implementing the Plan; (iv) the provisions of Section        
12.9 of the Plan regarding the discharge of Claims and termination of           
Interests; (v) the provisions of Article XI of the Plan regarding retention     
of jurisdiction by the Court over certain matters after the Effective Date;     
and (vi) the provisions of Article V regarding the means for implementation     
of the Plan.                                                                    

                 i.        Section 1123(d) Cure of Defaults.

             Section 7.2 of the Plan provides for Cure with respect to
each Executory Contract and Unexpired Lease to be assumed pursuant to           
Section 7.1 of the Plan in accordance with section 365(b)(1) of the             
Bankruptcy Code.                                                                

          2.       Section 1129(a)(2) Compliance with Applicable
        Provisions of the Bankruptcy Code.

            The Debtors have complied with all applicable provisions
of the Bankruptcy Code, as required by section 1129(a)(2) of the Bankruptcy     
Code, including section 1125 of the Bankruptcy Code and Bankruptcy Rules        
3017 and 3018. The Disclosure Statement and the procedures by which the         
Ballots for acceptance or rejection of the Plan were solicited and              
tabulated were fair, properly conducted and in accordance with sections         
1125 and 1126 of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018 and        
the Disclosure Statement Order. Consistent with Section 12.11 of the Plan,      
the Debtors, the Reorganized Debtors, the Creditors' Committee, the Claims      
Resolution Committee, the Indenture Trustees and the Prepetition Secured        
Lenders and their respective directors, officers, employees, agents,            
members and professionals, as applicable, have acted in "good faith,"           
within the meaning of section 1125(e) of the Bankruptcy Code.                   

            3.       Section 1129(a)(3) Proposal of the Plan in Good
Faith.                    

          The Debtors proposed the Plan in good faith and not by
any means forbidden by law. In determining that the Plan has been proposed      
in good faith, the Bankruptcy Court has examined the totality of the            
circumstances surrounding the formulation of the Plan. Based on the             
uncontroverted evidence presented at the Confirmation Hearing, the              
Bankruptcy Court finds and concludes that the Plan has been proposed with       
the legitimate and honest purpose of reorganizing the business affairs of       
each of the Debtors and maximizing the returns available to creditors of        
the Debtors. Consistent with the overriding purpose of chapter 11 of the        
Bankruptcy Code, the Plan is designed to allow the Debtors to reorganize by     
providing them with a capital structure that will allow them to satisfy         
their obligations with sufficient liquidity and capital resources and to        
fund necessary capital expenditures and otherwise conduct their businesses.     
Moreover, the Plan itself and the arms' length negotiations among the           
Debtors, the Creditors' Committee, the Holdings SubCommittee, the               
Prepetition Secured Lenders and the Debtors' other constituencies leading       
to the Plan's formulation, as well as the overwhelming support of creditors     
for the Plan, provide independent evidence of the Debtors' good faith in        
proposing the Plan.                                                             

            4.       Section 1129(a)(4) Bankruptcy Court Approval of
     Certain Payments as Reasonable.

             Section 12.1 of the Plan makes all payments on account of
Professionals' Fee Claims for services rendered prior to the Effective Date     
subject specifically to the requirements of sections 327, 328, 330, 331,        
503(b) and 1103 of the Bankruptcy Code, as applicable, by requiring             
Professionals to file final fee applications with the Court. The Bankruptcy     
Court will review the reasonableness of such applications under sections        
328 and 330 of the Bankruptcy Code and any applicable case law. Article XI      
of the Plan provides that the Bankruptcy Court will retain jurisdiction         
after the Effective Date to hear and determine all applications for             
allowance of compensation or reimbursement of expenses authorized pursuant      
to the Bankruptcy Code or the Plan. All fees and expenses of Professionals      
authorized to be paid periodically pursuant to the prior orders of the          
Bankruptcy Court shall remain subject to final review for reasonableness by     
the Bankruptcy Court. 5. Section 1129(a)(5) Disclosure of Identity of           
Proposed Management, Compensation of Insiders and Consistency of Management     
Proposals with the Interests of Creditors and Public Policy.                    

      Section 5.7 of the Plan provides for the manner of
selection of the initial board of directors and officers of Reorganized         
ICG, as well as the manner for selecting the boards of directors for the        
other Reorganized Debtors (which are subsidiaries of Reorganized ICG).          
Because initial board of directors will be comprised primarily of directors     
selected by CCM, Huff and the Creditors' Committee, the appointment or          
continuance of the proposed directors and officers is consistent with the       
interests of holders of Claims and Interests and public policy.                 

         6.       Section 1129(a)(6) Approval of Rate Changes.

      The Debtors' current businesses do not involve the
establishment of rates over which any regulatory commission has                 
jurisdiction or will have jurisdiction after Confirmation.                      

            7.       Section 1129(a)(7) Best Interests of Holders of
Claims and Interests.     

    With respect to each impaired Class of Claims or
Interests for each Debtor, each holder of a Claim or Interest in such           
impaired Class has accepted the Plan or, as demonstrated by the liquidation     
analysis included as Appendix C to the Disclosure Statement and the Panagos     
Declaration and the Buckfire Declaration, will receive or retain under the      
Plan on account of such Claim or Interest property of a value, as of the        
Effective Date, that is not less than the amount such holder would receive      
or retain if the Debtors were liquidated on the Effective Date under            
chapter 7 of the Bankruptcy Code.                                               

         8.       Section 1129(a)(8) Acceptance of the Plan by
Each Impaired Class.      

        Pursuant to sections 1124 and 1126 of the Bankruptcy
Code: (a) as indicated in Article II of the Plan, Classes H-1, H-2, S-1 and     
S-2 are Classes of unimpaired Claims or Interests and (b) as indicated in       
the Voting Declaration, all impaired Classes of Claims (Classes H-3, H-4,       
S-3, S-4 and S-5) have accepted the Plan. Because the holders of Interests      
in Classes H-5 and S-6 will not receive or retain any property on account       
of such Interests, Classes H-5 and S-6 are deemed not to have accepted the      
Plan pursuant to section 1126(g) of the Bankruptcy Code. Notwithstanding        
the lack of compliance with section 1129(a)(8) of the Bankruptcy Code with      
respect to Classes H-5 and S-6, the Plan is confirmable because, as             
described in Section I.B.14 below, the Plan satisfies the "cramdown"            
requirements of section 1129(b) of the Bankruptcy Code with respect to such     
Classes. 9. Section 1129(a)(9) Treatment of Claims Entitled to Priority         
Pursuant to Section 507(a) of the Bankruptcy Code.                              

             The Plan provides for treatment of Allowed Administrative
Claims, Priority Tax Claims and Priority Claims in the manner required by       
section 1129(a)(9) of the Bankruptcy Code.                                      

           10.      Section 1129(a)(10) Acceptance By at Least One
Impaired Class.           

           As indicated in the Voting Declaration and as reflected
in the record of the Confirmation Hearing, at least one Class of Claims or      
Interests that is impaired under the Plan has accepted the Plan, determined     
without including any acceptance of the Plan by any insider (i.e., each of      
Classes H-3, H-4, S-3, S-4 and S-5).                                            

      11. Section 1129(a)(11)-- Feasibility of the Plan.
Although the Debtors' businesses are highly competitive, and although it is     
impossible to predict with certainty the precise future profitability of        
the Debtors' businesses or the industries and markets in which the Debtors      
operate, Confirmation is not likely to be followed by the liquidation of,       
or the need for further financial reorganization of the Debtors, the            
Reorganized Debtors or any successor to the Reorganized Debtors under the       
Plan, as demonstrated by the Panagos Declaration and the description of the     
Debtors' financial projections contained in the Disclosure Statement. Upon      
the Effective Date, the Reorganized Debtors will have sufficient cash flow      
and capital resources to pay their liabilities as they become due and to        
satisfy their capital needs for the conduct of their businesses.                

         12. Section 1129(a)(12)-- Payment of Bankruptcy Fees.
Section 12.3 of the Plan provides that, on or before the Effective Date,        
Administrative Claims for fees payable pursuant to 28 U.S.C. ss. 1930 will      
be paid in cash. After the Effective date, the Reorganized Debtors shall        
pay all required fees pursuant to 28 U.S.C. ss. 1930 or any other statutory     
requirement and comply with all statutory reporting requirements.               

     13.      Section 1129(a)(13) -- Retiree Benefits.

         Section 5.6(a) of the Plan provides that all employee
compensation and benefit plans of the Debtors, including programs subject       
to sections 1114 and 1129(a)(13) of the Bankruptcy Code, entered into           
before or after the Petition Date and not since terminated are deemed to        
be, and will be treated as though they are, executory contracts that are        
assumed under Section 7.1 of the Plan.                                          

            14. Section 1129(b) -- Confirmation of the Plan Over the
Nonacceptance of Impaired Classes.                                              

          Pursuant to section 1129(b)(1) of the Bankruptcy Code,
the Plan may be confirmed notwithstanding that Interests in Classes H-5 and     
S-6 are impaired and are deemed not to have accepted the Plan pursuant to       
section 1126(g) of the Bank ruptcy Code. Other than the requirement in          
section 1129(a)(8) of the Bankruptcy Code that Classes H-5 and S-6 accept       
the Plan, all of the requirements of section 1129(a) of the Bankruptcy Code     
have been met. The Plan does not discriminate unfairly and is fair and          
equitable with respect to Classes H-5 and S-6. No holders of Interests          
junior to the Interests in Classes H-5 and S-6 will receive or retain any       
property under the Plan and, as evidenced by the valuations and estimates       
contained in the Disclosure Statement and in the Buckfire Declaration, no       
Class of Claims or Interests senior to Classes H-5 and S-6 is receiving         
more than full payment on account of the Claims and Interests in such           
Classes.                                                                        

15. Bankruptcy Rule 3016(a).                

            The Plan is dated and identifies the entities submitting
the Plan.                                                                       

16. Section 1129(d) -- Purpose of Plan.     

             The primary purpose of the Plan is not avoidance of taxes
or avoid ance of the requirements of Section 5 of the Securities Act, and       
there has been no objection Filed by any governmental unit asserting such       
avoidance. C. SETTLEMENTS AND RELEASES 1. Settlement of Intercompany Claims     
Between the Holdings Debtors and the Services Debtors.                          

             As demonstrated by the Curran Declaration, the allocation
of recover ies to holders of General Unsecured Claims against the Holdings      
Debtors and the Services Debtors, respectively, in settlement and               
compromise of potential disputes with respect to intercompany claims issues     
among the Holdings Debtors and Services Debtors is fair, reasonable and         
appropriate in light of the underlying facts and circumstances. The             
substantial analysis and good faith negotiations of interested parties,         
including the Debtors, Creditors' Committee and the Holdings' SubCommit         
tee, as well as the overwhelming support for the Plan by holders of Claims      
in Classes H-4 and S-4, supports this conclusion.                               

2.       Settlements with Cisco and Lucent. 

           As demonstrated by the Curran Declaration, the benefits
to be received by the Debtors, the Reorganized Debtors and their respective     
creditors as a result of (i) the settlement with Cisco contained in Section     
5.14 and Schedule 5.14 to the Plan and (ii) the settlement with Lucent          
contained in Section 5.13 and Schedule 5.13 and other related documents are     
fair, reasonable and appropriate in light of the relevant facts and             
circumstances underlying each such settlement. 3. Fairness of Releases.         

          The releases set forth in Section 5.12 of the Plan are
appropriate. The Debtors are releasing certain parties from claims owned by     
the Debtors. No creditor or other third party is being deemed to release        
any non-derivative claim it may have against a third party, unless it           
affirmatively and voluntarily chose to do so by making an election on its       
ballot to vote on the Plan. Parties not voting on the Plan or that did not      
affirmatively elect to grant releases on their Plan ballots are not deemed      
to have granted any releases of individual claims they may possess against      
non-Debtors (if any).                                                           

D.       SATISFACTION OF CONDITIONS TO CONFIRMATION.          

         Each of the conditions precedent to the entry of this
Confirmation Order, as set forth in Section 10.1 of the Plan, has been          
satisfied.                                                                      

E.       SUBSTANTIVE CONSOLIDATION                            

     The substantive consolidation of the Estates that
comprise the Holdings Debtors and the Estates that comprise the Services        
Debtors, respectively, for the purpose of implementing the Plan, as             
described in Article VI of the Plan, will promote a more equitable              
distribution of the Debtors' assets and is appropriate under section 105 of     
the Bankruptcy Code. Among the factors supporting the substantive               
consolidation of the Debtors' Estates, as demonstrated by the Curran            
Declaration and the Panagos Declaration, are the following: (1) accurately      
segregating the assets and liabilities of each respective Debtor, if            
possible, would be immensely difficult and costly (2) the Debtors               
individual entity books and records were kept based upon accounting             
principles that do not reflect, in material ways, fair market value of          
assets or liabilities; (3) there are thousands of individual transfers or       
transactions within the Holdings Debtors and within the Services Debtors        
that would have to be separately analyzed to properly view each separate        
entities' assets and liabilities on a fair market basis; (4) there is no        
evidence that any creditors will be prejudiced by the aggregation of the        
assets and liabilities of the Estates that comprise the Holdings Debtors        
and the Services Debtors, respectively, and (5) no creditor or other party      
has objected to this limited substantive consolidation, after ample notice      
and opportunity to do so.                                                       

II.      CONCLUSIONS OF LAW.                                                    

A.       JURISDICTION AND VENUE.                              

          The Bankruptcy Court has jurisdiction over this matter
pursuant to 28 U.S.C. ss.ss. 157 and 1334. This is a core proceeding            
pursuant to 28 U.S.C. ss. 157(b)(2). The Debtors were and are qualified to      
be debtors under section 109 of the Bank ruptcy Code. Venue of the              
Reorganization Cases in the United States Bankruptcy Court for the District     
of Delaware was proper as of the Petition Date, pursuant to 28 U.S.C. ss.       
1408, and continues to be proper.                                               

B.       EXEMPTIONS FROM SECURITIES LAWS.                     

           Pursuant to section 1125(d) of the Bankruptcy Code, the
Debtors' transmittal of Plan solicitation packages, their solicitation of       
acceptances of the Plan and their issuance and distribution of the New          
Common Stock, the New Holdings Creditor Warrants, the New Secured Notes and     
the Management Options are not and will not be governed by or subject to        
any otherwise applicable law, rule or regulation governing the solicitation     
or acceptance of a plan of reorganization or the offer, issuance, sale or       
purchase of securities. Accordingly, the Debtors, the Reorganized Debtors       
and their respective directors, officers, employees, agents and                 
professionals (acting in such capacity) are entitled to the protection of       
section 1125(e) of the Bankruptcy Code.                                         

          Pursuant to section 1145(a)(1) of the Bankruptcy Code,
the offering, issuance and distribution of the New Common Stock, the New        
Holdings Creditor Warrants and the Management Options and any other             
securities issuable pursuant to the Plan (except as otherwise set forth in      
the Disclosure Statement) shall be exempt from section 5 of the Securities      
Act and any state or local law requiring registration prior to the              
offering, issuance, distribution or sale of securities.                         

      Pursuant to and to the fullest extent permitted by
section 1145 of the Bankruptcy Code, the resale of any New Common Stock,        
New Holdings Creditor Warrants, Management Options and any other securities     
issuable pursuant to the Plan (except as otherwise described in the             
Disclosure Statement) shall be exempt from section 5 of the Securities Act      
and any state or local law requiring registration prior to the offering,        
issuance, distribution or sale of securities.                                   

         The New Secured Notes are issued under the New Credit
Agreement and thus are not securities for the purposes of Bankruptcy Code       
section 1145. Notwithstanding the foregoing, to the extent the New Secured      
Notes are deemed to be securities, the offering, issuance and distribution      
of the New Secured Notes, and the resale thereof, shall be exempt from          
section 5 of the Securities Act and any state or local law requiring            
registration prior to the offering, issuance, distribution or sale of           
securities.                                                                     

C.       EXEMPTIONS FROM TAXATION.                            

           Pursuant to section 1146(c) of the Bankruptcy Code, the
issuance, transfer, or exchange of a security, or the making or delivery of     
an instrument of transfer under a plan confirmed under section 1129 of this     
title, may not be taxed under any law imposing a stamp tax or similar tax.      

D.       COMPLIANCE WITH SECTION 1129 OF THE BANKRUPTCY CODE. 

             As set forth in Section I above, the Plan complies in all
respects with the applicable requirements of section 1129 of the Bankruptcy     
Code.                                                                           

E.       APPROVAL OF THE SETTLEMENTS AND RELEASES PRO         
    VIDED  UNDER THE PLAN AND CERTAIN OTHER MATTERS.

             Pursuant to section 1123(b)(3) of the Bankruptcy Code and
Bank ruptcy Rule 9019(a), the settlements, compromises, releases, waivers,      
discharges and injunctions set forth in the Plan, the settlement of             
intercompany claims among the Holdings Debtors and the Services Debtors,        
the settlement with Cisco and the settlement with Lucent, are approved as       
integral parts of the Plan and are fair, equitable, reasonable and in the       
best interests of the Debtors, the Reorganized Debtors and their respective     
Estates and the holders of Claims and Interests.                                

        In approving the settlements, compromises, releases,
waivers, discharges and injunctions of and from such potential claims, as       
described above, the Bankruptcy Court has considered: (a) the balance of        
the likelihood of success of claims asserted by the Debtors or other            
claimants against the likelihood of success of the defenses or                  
counterclaims possessed by the Debtors, other claimants or other potential      
defendants; (b) the complexity, cost and delay of litigation that would         
result in the absence of these settlements, compromises, releases, waivers,     
discharges and injunctions; (c) the lack of objections by any creditor or       
party in interest to the settlements, compromises, releases, waivers,           
discharges and injunctions and the acceptance of the Plan by an                 
overwhelming majority of the holders of Claims, as set forth in the Voting      
Declaration; and (d) that the Plan, which gives effect to the settlements,      
compromises, releases, waivers, discharges and injunctions, is the product      
of extensive arms' length negotiations among the Debtors, the Creditors'        
Committee, the Holdings SubCommittee, the Prepetition Secured Lenders and       
other parties in interest.                                                      

    All settlements, compromises, releases, waivers,
discharges and injunctions of claims and causes of action set forth in the      
Plan, which are approved herein as an integral part of the Plan and as          
fair, equitable, reasonable and in the best interests of the Debtors, the       
Reorganized Debtors and their respective Estates and the holders of Claims      
and Interests, are effective and binding in accordance with their terms.        

F.       AGREEMENTS AND OTHER DOCUMENTS.                      

            The Debtors have disclosed all material facts regarding:
(1) the Restructuring Transactions authorized by Section 5.4 of the Plan;       
(2) the adoption of new or amended and restated certificates of                 
incorporation and by-laws or similar constituent documents for the              
Reorganized Debtors; (3) the initial selection of directors and officers of     
the Reorganized Debtors; (4) the entry into the Exit Financ ing, including      
the New Senior Subordinated Term Loan and the New Convertible Notes; (5)        
the distribution of cash pursuant to the Plan; (6) the issuance and             
distribu tion of the New Common Stock, the New Holdings Creditor Warrants,      
the Manage ment Options, and the New Secured Notes pursuant to the Plan;        
(7) the adoption, execution, delivery and implementation of all contracts,      
leases, instruments, releases and other agreements or documents related to      
any of the foregoing, including the Management Option Plan, the                 
Registration Rights Agreement, the settlement with Cisco and the settlement     
with Lucent; (8) the adoption, execution and implementa tion of employment,     
retirement and indemnification agreements, incentive compen sation              
programs, retirement income plans, welfare benefit plans and other employee     
plans and related agreements, including the Management Option Plan; and (9)     
the other matters provided for under the Plan involving the corporate           
structure of any Debtor or Reorganized Debtor or corporate action to be         
taken by or required of any Debtor or Reorganized Debtor.                       

G.       ASSUMPTIONS, ASSUMPTIONS AND ASSIGNMENTS AND         
           REJECTIONS OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.

             Each pre- or post-Confirmation assumption, assumption and
assign ment or rejection of an Executory Contract or Unexpired Lease            
pursuant to Sections 7.1 and 7.3 of the Plan, including any pre- or             
post-Confirmation assumption, assump tion and assignment or rejection           
effectuated as a result of any amendment to Sched ule 7.3 to the Plan, as       
contemplated by Section 7.3 of the Plan, shall be legal, valid and binding      
upon the applicable Debtor or Reorganized Debtor and all nondebtor parties      
to such Executory Contract or Unexpired Lease, all to the same extent as if     
such assumption, assumption and assignment or rejection had been                
effectuated pursuant to an appropriate authorizing order of the Bankruptcy      
Court entered before the Confirmation Date under section 365 of the             
Bankruptcy Code.                                                                

H.       SUBSTANTIVE CONSOLIDATION                            

            In light of the factors identified in Section I.E above,
the substantive consolidation of the Estates that comprise the Holdings         
Debtors and the Estates that comprise the Services Debtors, respectively,       
is in the bests interests of the Debtors' creditors and is appropriate          
under section 105 of the Bankruptcy Code.                                       

III.     ORDER                                                                  

ACCORDINGLY, THE COURT HEREBY ORDERS THAT:  
A.       CONFIRMATION OF THE PLAN.                            

     The Plan and each of its provisions are confirmed
pursuant to section 1129 of the Bankruptcy Code; provided, however, that if     
there is any direct conflict between the terms of the Plan and the terms of     
this Confirmation Order, the terms of this Confirmation Order shall             
control. All of the Objections and other responses to, and statements and       
comments regarding, the Plan, other than those withdrawn with prejudice in      
their entirety prior to, or on the record at, the Confirmation Hearing are      
overruled.                                                                      

B.       EFFECTS OF CONFIRMATION.                             

             1.       Immediate Effectiveness; Successors and Assigns.

          The stay contemplated by Bankruptcy Rule 3020(e) shall
not apply to this Confirmation Order. Subject to the provisions of Section      
12.6 of the Plan, and notwithstanding any otherwise applicable law,             
immediately upon the entry of this Confirmation Order, the terms of the         
Plan and this Confirmation Order are deemed binding upon the Debtors, the       
Reorganized Debtors, any and all holders of Claims or Interests                 
(irrespective of whether such Claims or Interests are impaired under the        
Plan or whether the holders of such Claims or Interests accepted, rejected      
or are deemed to have accepted or rejected the Plan), any and all nondebtor     
parties to Executory Contracts and Unexpired Leases with any of the Debtors     
and any and all entities that are parties to or are subject to the              
settlements, compromises, releases, discharges and injunctions described in     
Section I.C above and the respective heirs, executors, administrators,          
successors or assigns, if any, of any of the foregoing.                         

              2.       Continued Corporate Existence; Vesting of Assets.

            Except as otherwise provided in the Plan (and subject to
the provi sions regarding Restructuring Transactions in Section 5.4 of the      
Plan), each Debtor shall, as a Reorganized Debtor, continue to exist after      
the Effective Date as a separate corporate entity, with all the powers of a     
corporation (or such other corporate form) under applicable law and without     
prejudice to any right to alter or terminate such existence (whether by         
merger, dissolution or otherwise) under applicable state law. Except as         
otherwise provided in the Plan, as of the Effective Date, all property of       
the respective Estates of the Debtors, and any property acquired by a           
Debtor or Reorga nized Debtor under the Plan, shall vest in the applicable      
Reorganized Debtor, free and clear of all Claims, liens, charges, other         
encumbrances and Interests. On and after the Effective Date, each               
Reorganized Debtor is authorized to (a) operate its businesses; (b) use,        
acquire and dispose of property; and (c) compromise or settle any Claims or     
Interests, in each case without supervision or approval by the Bankruptcy       
Court and free of any restrictions of the Bankruptcy Code or the Bankruptcy     
Rules, other than those restrictions expressly imposed by the Plan or this      
Confirmation Order. Without limiting the foregoing, each Reorganized Debtor     
is authorized to pay the charges that it incurs on or after the Effective       
Date for professionals' fees, disbursements, expenses or related support        
services (including fees relating to the preparation of Professional fee        
applications) without application to the Bankruptcy Court.                      

       3.       Cancellation and Surrender of Instruments,
         Securities and Other Documentation.

             Except as provided in any contract, instrument or other
agreement or document created, entered into or delivered in connection with     
the Plan, on the Effective Date and concurrently with the applicable            
distributions made pursuant to Article III of the Plan, the Old Securities      
are canceled and of no further force and effect, without any further action     
on the part of any Debtor or Reorganized Debtor. The holders of or parties      
to such canceled instruments, securities and other documen tation shall         
have no rights arising from or relating to such instruments, securities and     
other documentation or the cancellation thereof, except the rights provided     
pursuant to the Plan; provided, however, that no distribution under the         
Plan shall be made to or on behalf of any holder of an Allowed Claim            
evidenced by such canceled instru ments or securities unless and until such     
instruments or securities are received by the applicable Indenture Trustee      
pursuant to, and to the extent required by, Section 8.8 of the Plan.            

4.       Release of Liens.                  

      Except as otherwise provided in the Plan or in any
contract, instru ment, release or other agreement or document entered into      
or delivered in connection with the Plan, on the Effective Date and             
concurrently with the applicable distribu tions made pursuant to Article        
III of the Plan, all mortgages, deeds of trust, liens or other security         
interests against the property of any Estate are fully released and             
discharged, and all right, title and interest of any holder of such             
mortgages, deeds of trust, liens or other security interests, including any     
rights to any collateral thereun der, shall revert to the applicable            
Reorganized Debtor and its successors and assigns.                              

C.       CLAIMS BAR DATES.                                    

 1.       Bar Dates for Administrative Claims.

           a.       General Bar Date Provisions.

            Except as otherwise provided in Sections 3.1 and 12.1 of
the Plan and herein, unless previously filed, all requests for payment of       
Administrative Claims must be filed with the Bankruptcy Court and served on     
counsel for the Debtors and counsel for the Creditors' Committee, pursuant      
to the procedures specified in the Confirmation Notice (as such term is         
defined below), no later than 45 days after the Effective Date. Holders of      
Administrative Claims that are required to File and serve a request for         
payment of such Administrative Claims and that do not File and serve a          
request by the applicable bar date shall be forever barred from asserting       
such Administrative Claims against the Debtors, the Reorganized Debtors or      
their respective property and such Administrative Claims shall be deemed        
discharged as of the Effective Date. The Debtors have forty-five (45)           
business days after receipt to object to the amount requested. The              
Bankruptcy Court shall retain jurisdiction to determine the Allowed amount      
of such Administrative Claim. Notwithstanding the foregoing, no request for     
payment of an Administrative Claim need be filed with respect to an             
Administrative Claim which is paid or payable by a Debtor in the ordinary       
course of business.                                                             

                           b.       Bar Dates for Certain Administrative Claims.

                          i.      Professional Compensation.

           All final requests for compensation or reimbursement of
Professional Fee Claims for services rendered to the Debtors or any             
creditors' committee prior to the Effective Date and Substantial                
Contribution Claims must be filed and served on the Reorganized Debtors and     
their counsel no later than forty-five (45) days after the Effective Date.      
Objections to applications of such Professionals or other entities for          
compensation or reimbursement of expenses must be filed and served on the       
Reorga nized Debtors and their counsel and the requesting Professional or       
other entity no later than 30 days after the date on which the applicable       
application was served. To the extent necessary, entry of this Confirmation     
Order shall amend and supersede any previously entered order of the             
Bankruptcy Court regarding the payment of Profes sional Fee Claims.             

                            ii.     Ordinary Course Liabilities.

         Holders of Administrative Claims based on liabilities
incurred by a Debtor in the ordinary course of its business, including          
Administrative Trade Claims and Administrative Claims of governmental units     
for Taxes (including Tax audit Claims arising after the Petition Date)          
shall not be required to File or serve any request for payment of such          
Administrative Claims. Such Administrative Claims shall be satisfied            
pursuant to Section 3.1 of the Plan.                                            

                   iii.    Priority Tax Claims

       Each of the Debtors shall have the right to file an
objection to any Priority Tax Claim and other claims asserted by taxing         
authorities and the Debtors' rights to object to and settle or otherwise        
compromise Priority Tax Claims are preserved, provided that any such            
objection must be filed no later than 90 days following the Effective Date,     
unless such time period is extended by the Court. Following resolution of       
any objections, Priority Tax Claims and other claims asserted by taxing         
authorities shall be treated as provided under the Plan and, with respect       
to objections and other matters addressed herein, the provisions of this        
Order. 2. Bar Date for Rejection Damages Claims and Related Pro cedures.        

        The Debtors or the Reorganized Debtors shall provide
written notice to each nondebtor party to an Executory Contract or              
Unexpired Lease being rejected pursuant to the Plan of (i) the applicable       
Executory Contract or Unexpired Lease being rejected, (ii) the bar date set     
forth in this Section III.C and (iii) the procedures for such party to File     
and serve a proof of Claim for any Claims that may arise from such              
rejection (the "Rejection Bar Date Notice"). The Rejection Bar Date Notice      
shall be in substantially the form attached hereto as Exhibit B and             
incorporated herein by reference and shall be served on each nondebtor          
party or parties to an Executory Contract or Unexpired Lease by the later       
of (i) 30 days after the Effective Date or (ii) if the Debtors amend            
Schedule 7.3 to the Plan after the Confirmation Date to add any Executory       
Contract or Unexpired Lease, thus providing for its rejection pursuant to       
Section 7.3 of the Plan, 30 days after the date of such amend ment.             

         Notwithstanding anything in the Bar Date Order to the
contrary, if the rejection of an Executory Contract or Unexpired Lease          
pursuant to Section 7.3 of the Plan gives rise to a Claim by the other          
party or parties to the Executory Contract or Unexpired Lease, such Claim       
shall be forever barred and shall not be enforceable against the Debtors,       
the Reorganized Debtors, their respective successors or their respective        
properties unless a proof of Claim is Filed and served on the Reorganized       
Debtors, pursuant to the procedures specified in this Confirmation Order        
and the Rejection Bar Date Notice, no later than 30 days after the date of      
service of the applicable Rejection Bar Date Notice.                            

D.       MATTERS RELATING TO IMPLEMENTATION OF THE PLAN.      

1.       Restructuring Transactions.        

  On or after the Confirmation Date, pursuant to
appropriate provisions of applicable state business corporation laws and        
sections 1123(a) and 1142(b) of the Bankruptcy Code, the Debtors and the        
Reorganized Debtors are authorized to enter into such Restructuring             
Transactions and take such actions as may be necessary or appropriate to        
effect a corporate restructuring of their respective businesses or simplify     
the overall corporate structure of the Reorganized Debtors and make all         
filings and recordings in connection therewith, all as contemplated by,         
among others, Section 5.4 of the Plan, and in accordance with applicable        
terms of the Plan, the Exhibits thereto and this Confirmation Order. Such       
restructuring may include one or more mergers, consolidations,                  
restructurings, dispositions, liquidations or dissolu tions, as may be          
determined by the Debtors or the Reorganized Debtors to be necessary or         
appropriate. The actions to effect these transactions may include: (i) the      
execution and delivery of appropriate agreements or other documents of          
merger, consolidation, restructuring, disposition, liquidation or               
dissolution containing terms that are consistent with the terms of the Plan     
and that satisfy the applicable require ments of applicable state law and       
such other terms to which the applicable entities may agree; (ii) the           
execution and delivery of appropriate instruments of transfer, assignment,      
assumption or delegation of any asset, property, right, liability, duty or      
obligation on terms consistent with the terms of the Plan and having such       
other terms to which the applicable entities may agree; (iii) the filing of     
appropriate certificates or articles of merger, consolidation or                
dissolution pursuant to applicable state law; and (iv) all other actions        
that the applicable entities determine to be necessary or appropriate,          
including making filings or recordings that may be required by applica ble      
state law in connection with such transactions.                                 

          The Restructuring Transactions may include one or more
mergers, consolidations, restructurings, dispositions, liquidations or          
dissolutions as may be determined by the Debtors or Reorganized Debtors to      
be necessary or appropriate to result in substantially all of the               
respective assets, properties, rights, liabilities, duties and obligations      
of certain of the Reorganized Debtors vesting in one or more surviving,         
resulting or acquiring corporations. In each case in which the surviving,       
resulting or acquiring corporation in any such transaction is a successor       
to a Reorga nized Debtor, such surviving, resulting or acquiring                
corporation shall perform the obligations of the applicable Reorganized         
Debtor pursuant to the Plan to pay or otherwise satisfy the Allowed Claims      
against such Reorganized Debtor, except as provided in any contract,            
instrument or other agreement or document effecting a disposition to such       
surviving, resulting or acquiring corporation, which may provide that           
another Reorganized Debtor will perform such obligations.                       

            Each of the following shall occur and be effective as of
the date specified in the documents effectuating the applicable                 
Restructuring Transactions or the Effective Date, if no such other date is      
specified in such other documents, and are authorized and approved in all       
respects and for all purposes without any requirement of further action by      
the stockholders or board of directors of any of the Debtors: the               
Restructuring Transactions; the adoption of new or amended and restated         
certificates of incorporation and by-laws or similar constituent documents      
for the Reorganized Debtors; the initial selection of directors and             
officers for the Reorganized Debtors; the entry into the Exit Financing,        
including the New Senior Subordinated Term Loan and the New Convertible         
Notes; the distribution of cash pursuant to the Plan; the issuance and          
distribution of the New Common Stock, the New Holdings Creditor Warrants,       
the Management Options and the New Secured Notes pursuant to the Plan; the      
adoption, execution, delivery and implementation of all contracts, leases,      
instruments, releases and other agreements or documents related to any of       
the foregoing, including the Registration Rights Agreement and the              
Management Option Plan and the documents necessary or appropriate to obtain     
and implement the Exit Financing; the adoption, execution and                   
implementation of employment, retirement and indemnification agreements,        
incentive compensation programs, retirement income plans, welfare benefit       
plans and other employee plans and related agree ments, including the           
Management Option Plan; and the other matters provided for under the Plan       
involving the corporate structure of any Debtor or Reorganized Debtor or        
corporate action to be taken by or required of any Debtor or Reorganized        
Debtor.                                                                         

       Pursuant to section 1142(b) of the Bankruptcy Code,
section 303 of the Delaware General Corporation Law and any comparable          
provision of the busi ness corporation laws of any other state                  
(collectively, the "Reorganization Effectua tion Statutes"), without            
further action by the Bankruptcy Court or the stockholders or board of          
directors of any of the Debtors or the Reorganized Debtors, the Debtors and     
the Reorganized Debtors are authorized to: (i) cause to be filed with the       
Secretary of State of the State of Delaware or other applicable state or        
local official (A) any and all certificates, agreements or plans of merger,     
consolidation, dissolution, liquidation or amendment necessary or               
appropriate to effectuate the provisions of the Plan and (B) certificates       
of incorporation, by-laws or similar constituent documents or certificates      
or articles of amendment thereto, as applicable (collectively, the "Gover       
nance Documents"); and (ii) take or cause to be taken all such other            
actions, includ ing the making of appropriate filings or recordings as may      
be required under appro priate provisions of applicable state business          
corporation laws or any other applicable law, or as any of the Chairman of      
the Board, Chief Executive Officer, President, Executive Vice President,        
Chief Financial Officer, Treasurer, Chief Operating Officer, Senior Vice        
President, any Vice President or any Secretary (collectively, the               
"Responsible Officers") of the appropriate Debtor or Reorganized Debtor may     
determine are necessary or appropriate in connection with the provisions of     
the Plan and the Governance Documents. Each federal, state and local            
governmental agency or department is authorized and directed to accept the      
filing of any Governance Document or other document related to the              
implementation of the Plan. Without limiting the generality or effect of        
the foregoing, this Confirmation Order is declared and determined to be in      
recordable form and shall be accepted by any filing or recording officer or     
authority of any applicable governmental authority or department without        
any further orders, certificates or other supporting documents. After the       
Effective Date or the effective time of any applicable Restructuring            
Transaction, each of the Reorganized Debtors is authorized to amend or          
restate its certificate of incorporation or by-laws or similar constituent      
documents as permitted by applicable state law, subject to the terms and        
conditions of such constituent documents.                                       

          The Responsible Officers of each Debtor or Reorganized
Debtor are authorized to execute, deliver, file or record such contracts,       
instruments, releases, and other agreements or documents, including any         
Governance Documents or other documents related to the implementation of        
the Plan, and take such actions as may be necessary or appropriate to           
effectuate and implement the provisions of the Plan. The Secretary or any       
Assistant Secretary of each Debtor or Reorganized Debtor is authorized to       
certify or attest to any of the foregoing actions. The execution of any         
such document or the taking of any such action is deemed conclusive             
evidence of the authority of such person to so act.                             

       2.       Directors and Officers; Employment-Related
           Agreements and Compensation Programs.

                    a.       Directors and Officers of Reorganized
Debtors.

            The appointment of the initial directors and officers of
each of the Reorganized Debtors, as set forth in Section I.B above, Exhibit     
E hereto and Section 5.7 of the Plan (including the process for filling the     
vacant directorship), as of and immediately following the Effective Date is     
approved. Each such director and officer shall serve from and after the         
Effective Date until his or her successor is duly elected or appointed and      
qualified or until such director's or officer's earlier death, resignation      
or removal in accordance with the terms of the certificates of                  
incorporation and by-laws or similar constituent docu ments of the              
applicable Reorganized Debtor and applicable state law. b. Approval of New      
Employment, Retirement, Indem nification, and Other Related Agreements and      
In centive Compensation Programs.                                               

          Pursuant to section 1142(b) of the Bankruptcy Code and
the Reorgani zation Effectuation Statutes, without further action by the        
Bankruptcy Court or the stockholders or board of directors of any of the        
Reorganized Debtors, and without limiting the power or authority of the         
Reorganized Debtors following the Effective Date to take any and all such       
actions as may be permitted or required by applicable nonbankruptcy law,        
the Reorganized Debtors are authorized, as of the Effective Date, to: (i)       
maintain, amend or revise existing employment, retirement, welfare,             
incentive, severance, indemnification and other agreements with their           
active directors, officers and employees, subject to the terms and              
conditions of any such agreement; (ii) enter into new employment,               
retirement, welfare, incentive, severance, indemnification and other            
agreements for active and retired employees; and (iii) make the initial         
grants under the Management Option Plan. Pursuant to the employment             
contract for Mr. Curran, which was approved by this Court on June 21, 2001,     
Mr. Curran shall be paid a Reorganization Bonus of $700,000 not later than      
ten (10) days after the Effective Date.                                         

             3.       Approval of Agreements Related to the New Common
Stock.                    

          Pursuant to section 1142(b) of the Bankruptcy Code and
the Reorgani zation Effectuation Statutes and without further action by the     
Bankruptcy Court or the stockholders or board of directors of any of the        
Reorganized Debtors, Reorga nized ICG is authorized to execute and deliver      
the Registration Rights Agreement, which agreement shall be duly                
authorized, valid and binding and enforceable in accordance with their          
terms and the New Common Stock issued pursuant to such agreements, upon         
issuance, shall be duly authorized validly issued and fully paid and            
nonassessable.                                                                  

4.       Approval of Exit Financing.        

          Pursuant to section 1142(b) of the Bankruptcy Code and
the Reorgani zation Effectuation Statutes and without further action by the     
Bankruptcy Court or the stockholders or board of directors of any of the        
Reorganized Debtors, on the Effective Date, the Reorganized Debtors are         
authorized to execute and deliver those documents necessary or appropriate      
to obtain the Exit Financing and to take all such other actions and             
execute, deliver, record and file all such other agreements, instru ments,      
financing statements, releases, applications, registration statements,          
reports and other documents, and any changes, additions and modifications       
thereto, as any of their Responsible Officers may determine are necessary       
or appropriate in connection with the consummation of the transactions          
contemplated by the issuance of the New Senior Subordinated Term Loan and       
the New Convertible Notes, including such documents and actions required by     
CCM and any other financial institutions that are parties to the New Senior     
Subordinated Term Loan or which purchase New Convert ible Notes, and also       
including the making of such filings, or the recording of any security          
interests, as may be required by the Exit Financing. All cash necessary for     
the Reorganized Debtors to make payments pursuant to the Plan shall be          
obtained from the Reorganized Debtors' cash balances and operations or the      
Exit Financing. Cash payments to be made pursuant to the Plan shall be made     
by Reorganized ICG; provided, however, that the Debtors and the Reorganized     
Debtors shall be entitled to transfer funds between and among themselves as     
they determine to be necessary or appropriate to enable the Reorganized         
Debtors to satisfy its obligations under the Plan. Any Intercompany Claims      
resulting from such transfers shall be accounted for and settled in             
accordance with the Debtors' historical intercompany account settle ment        
practices.                                                                      

5.       Approval of New Loan Documents.    

          Pursuant to section 1142(b) of the Bankruptcy Code and
without further action by the Bankruptcy Court or the stockholders or board     
of directors of any of the Reorganized Debtors, on the Effective Date, the      
Reorganized Debtors are authorized and directed to execute and deliver          
those documents necessary or appro priate in connection with the issuance       
of the New Secured Notes, including without limitation, the New Credit          
Agreement, the New Security Agreement, UCC financing statements, the New        
Guarantees, the Subordination Agreement and such other of the New Loan          
Documents as are necessary and appropriate in connection with the               
consummation of the New Credit Facility. The Reorganized Debtors are            
further authorized and directed to grant security interests in and liens        
upon substantially all of their assets, in accordance with the terms of the     
New Security Agreement. The New Loan Documents, and the Reorganized             
Debtors' obligations thereunder and in connection with the New Credit           
Facility will be, upon the closing thereof, valid, legal and binding            
obligations of the Reorganized Debtors, enforceable in accordance with          
their terms.                                                                    

      The New Credit Facility, the terms thereof and the
transactions contemplated thereby are the result of extensive arms' length,     
good faith negotiations among the parties thereto. The issuance of the New      
Secured Notes, the execution of each of the New Loan Documents, including       
without limitation, the New Guarantees, the granting of the security            
interests in and liens upon substantially all of the Reorga nized Debtors'      
assets, the consummation of the transactions contemplated by the New Credit     
Facility in furtherance of the Plan and the treatment of the Secured Lender     
Claims pursuant to the Plan constitute a fair exchange of reasonable equiva     
lent value, and none of the foregoing, individually or together,                
constitutes a fraudu lent transfer or fraudulent conveyance under any           
applicable state or federal law.                                                

          Pursuant to section 1142(b) of the Bankruptcy Code and
without further action by the Bankruptcy Court or the stockholders or board     
of directors of any of the Reorganized Debtors, on the Effective Date and       
at such other times as invoices shall be rendered to the Reorganized            
Debtors, the Reorganized Debtors are authorized and directed to pay (i) all     
legal and other fees payable under the Pre- Petition Credit Agreement, (ii)     
all legal and other fees payable pursuant to the Final Order Granting           
Adequate Protection and Authorizing Use of Cash Collateral Pursuant to          
Bankruptcy Code Sections 361, 362(d) and 363, dated December 19, 2000, and      
(iii) all fees payable in connection with the negotiation and preparation       
of the New Loan Documents and any related documentation, in each case           
including all legal and other fees of Shearman & Sterling, Young Conaway        
Stargatt & Taylor, LLP, Deloitte & Touche and Impala Partners, LLC, that        
are then accrued and unpaid.                                                    

               6.       Approval of Executory Contract and Unexpired Lease
        Provisions and Related Procedures.

      Except as otherwise modified herein, the Executory
Contract and Unexpired Lease provisions of Article VII of the Plan are          
specifically approved. Except as otherwise provided in the Plan or in any       
contract, instrument, release or other agreement or document entered into       
in connection with the Plan, on the Effective Date, pursuant to section 365     
of the Bankruptcy Code, the applicable Debtor or Debtors shall assume each      
executory contact and unexpired lease to which a Debtor is a party,             
including those listed on Schedule 7.1 of the Plan, unless such contract or     
lease (i) was previously assumed or rejected by such Debtor, (ii) previ         
ously expired or terminated pursuant to its own terms, or (iii) is listed       
on Schedule 7.3 of the Plan as being an executory contract or unexpired         
lease to be rejected. To the extent that an executory contract or unexpired     
lease is not listed on Schedule 7.3, such executory contract or unexpired       
lease is assumed. Each contract and lease shall be assumed or rejected only     
to the extent that any such contract or lease constitutes an executory          
contract or unexpired lease. Listing a contract or lease on Schedule 7.3 to     
the Plan shall not constitute an admission by a Debtor or Reorganized           
Debtor that such contract or lease is an executory contract or unexpired        
lease or that a Debtor or Reorganized Debtor has any liability thereunder.      

            As of the effective time of the applicable Restructuring
Transaction, any Executory Contract or Unexpired Lease to be held by any        
Debtor or another surviving, resulting or acquiring corporation in the          
applicable Restructuring Transac tion, shall be deemed assigned to the          
applicable entity, pursuant to section 365 of the Bankruptcy Code.              

     This Confirmation Order shall constitute an order
approving the treatment of executory contracts and unexpired leases             
described in Article VII of the Plan, pursuant to section 365 of the            
Bankruptcy Code, as of the Effective Date. The Debtors or the Reorganized       
Debtors shall provide notice to each party whose executory contract or          
unexpired lease is being assumed or assumed and assigned pursuant to the        
Plan of (i) the contract or lease being assumed or assumed and assigned;        
(ii) the name of the proposed assignee, if any; (iii) the Cure, if any,         
that the applicable Debtor or Reorganized Debtor believes it (or its            
assignee) would be obligated to pay in connection with such assumption; and     
(iv) the procedures for such party to object to the assumption or               
assumption and assignment of the applica ble contract or lease or the           
amount of the proposed Cure (the "Cure Amount No tice"). The Cure Amount        
Notice shall be in substantially the form attached hereto as Exhibit C and      
incorporated herein by reference and shall be served on each nondebtor          
party or parties to an Executory Contract or Unexpired Lease by the later       
of (i) 30 days after the Effective Date or (ii) if the Debtors amend            
Schedule 7.3 to the Plan after the Confirmation Date to remove any              
Executory Contract or Unexpired Lease identified thereon, thus providing        
for its assumption or assumption and assignment pursuant to Section 7.1 of      
the Plan, 30 days after the date of such amendment.                             

      To the extent that such Claims constitute monetary
defaults, the Cure associated with each executory contract and unexpired        
lease to be assumed or assumed and assigned pursuant to the Plan shall be       
satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, at the         
option of the Debtor or Reorganized Debtor assuming such contract or lease      
or the assignee of such Debtor or Reorganized Debtor, if any by Cure. If        
there is a dispute regarding (i) the amount of any Cure, (ii) the ability       
of the applicable Reorganized Debtor or any assignee to provide "adequate       
assurance of future performance" (within the meaning of section 365 of the      
Bank ruptcy Code) under the contract or lease to be assumed or (iii) any        
other matter pertaining to assumption of such contract or lease, such party     
must File and serve on the Debtors or the Reorganized Debtors, as               
applicable, a written objection setting forth the basis for such dispute no     
later than 20 days after the date of service of the Cure Amount Notice. The     
Cure shall be made following the entry of a Final Order resolving the           
dispute and approving the assumption or assumption and assignment, as the       
case may be. If there is a dispute as to the amount of Cure or any              
requirement for adequate assurance of future performance that cannot be         
resolved consensually among the parties, the Debtors shall have the right       
to reject the contract or lease for a period of five (5) days after entry       
of a Final Order establishing a Cure amount in excess of that provided by       
the Debtors or any requirement for adequate assurance of future performance     
that is not acceptable to the Debtors.                                          

      If the nondebtor party to an Executory Contract or
Unexpired Lease does not timely and properly object to the proposed Cure        
Amount Claim identified in a Cure Amount Notice, the proposed amount shall      
become the final Allowed Cure Amount Claim without further action by the        
Bankruptcy Court, the Debtors or the Reorganized Debtors, and the Proposed      
Cure Amount Claim shall be paid or satisfied in accordance with the Plan        
and this Confirmation Order. Until a Cure Amount Claim becomes Allowed in       
accordance with the procedures set forth in this Section III.D.5 and the        
Cure Amount Notice, such Claim shall be treated as a Disputed Claim for         
purposes of making distributions under the Plan.                                

        Reorganized ICG shall provide standard and customary
indemnifica tion for all officers and directors (as of the Petition Date        
and thereafter) for all actions or events occurring after the Petition          
Date. Except as provided below, Indemnification Obligations to present and      
former officers and directors for actions or events occurring prior to the      
Petition Date is limited to director and officer liability insurance            
coverage. Reorganized ICG shall indemnify present and former officers and       
directors for all legal fees and expenses and shall advance all such fees       
and expenses, as well as any insurance deductibles (if applicable), related     
to any claims or lawsuits for any actions or events occurring prior to the      
Petition Date.                                                                  

           The obligations of each Debtor or Reorganized Debtor to
indemnify members of the Special Committee, including for actions or events     
occurring prior to the Petition Date, are deemed and treated as executory       
contracts that are assumed by Reorganized ICG pursuant to the Plan and          
section 365 of the Bankruptcy Code as of the Effective Date. Accordingly,       
such indemnification obligations shall survive and be unaffected by entry       
of this Confirmation Order, irrespective of whether such indemnification is     
owed for an act or event occurring before or after the Petition Date.           
Reorganized ICG shall reimburse the Special Committee and its members for       
all legal fees and expenses incurred by them in connection with the Chapter     
11 Cases and the Plan.                                                          

           The obligations of each Debtor or Reorganized Debtor to
indemnify any present or former professionals or advisors of the Debtors        
arising out of acts that occurred prior to the Petition Date, including         
without limitation, accountants, auditors, financial consultants,               
underwriters, or attorneys, are deemed and treated as Executory Contracts       
that are rejected by the applicable Debtor pursuant to the Plan and section     
365 of the Bankruptcy Code, as of the Effective Date, and any Claims            
arising from such indemnification obligations (including any rejection          
damage claims) shall be subject to the bar date provisions of Section III.C     
above.                                                                          

7.       Distribution Record Date.          

           The Distribution Record Date shall be May 20, 2002. The
Distribu tion provisions of the Plan shall be, and hereby are, approved.        
The Debtors and the Disbursing Agent, as the case may be, shall make all        
Distributions required under the Plan.                                          

          As of the close of business on the Distribution Record
Date, the respective transfer registers for the Old Notes, as maintained by     
the Debtors or the Indenture Trustees, shall be closed. The applicable          
Disbursing Agent shall have no obligation to recognize the transfer or sale     
of any Old Note Claim that occurs after the close of business on the            
Distribution Record Date and shall be entitled for all purposes herein to       
recognize and make distributions only to those holders of Old Note Claims       
that are holders of such Claims as of the close of business on the              
Distribution Record Date.                                                       

E.       SUBSTANTIVE CONSOLIDATION OF THE HOLDINGS            
DEBTORS AND SERVICES DEBTORS.               

     The substantive consolidation of the Estates that
comprise the Holdings Debtors and the Estates that comprise the Services        
Debtors for the purpose of implementing the Plan, including for purposes of     
voting, Confirmation and distributions to be made under the Plan, is            
approved. Accordingly, for purposes of implementing the Plan, on the            
Effective Date (a) all assets and liabilities of each of the Holdings           
Debtors shall be deemed merged or treated as though they were merged into       
and with the assets and liabilities of ICG; (b) all assets and liabilities      
of each of the Services Debtors shall be deemed merged or treated as though     
they were merged into and with the assets and liabilities of ICG Services,      
Inc.; (c) no distributions shall be made under the Plan on account of           
Intercompany Claims among the Debtors; (d) no distributions shall be made       
under the Plan on account of Subsidiary Interests; and (e) all guarantees       
of the Debtors of the obligations of any other Debtor shall be deemed           
eliminated so that any claim against any Debtor and any guarantee thereof       
executed by any other Debtor and any joint or several liability of any of       
the Debtors shall be deemed to be one obligation of the consolidated            
Debtors. The substantive consolidation of the Debtors (other than for the       
purpose of implementing the Plan) shall not affect (i) the legal and            
corporate structures of Reorganized ICG, subject to the right of the            
Debtors or Reorganized ICG to effect Restructuring Transactions as provided     
in Article V of the Plan; (ii) Intercompany Claims; (iii) Subsidiary            
Interests, and (iv) pre and post Commencement Date guarantees that are          
required to be maintained (x) in connection with executory contracts or         
unexpired leases that have been or will be assumed, or (y) pursuant to the      
Plan.                                                                           

F.       ACTIONS IN FURTHERANCE OF THE PLAN.                  

           The approvals and authorizations specifically set forth
in this Confir mation Order are nonexclusive and are not intended to limit      
the authority of any Debtor or Reorganized Debtor or any officer thereof to     
take any and all actions necessary or appropriate to implement, effectuate      
and consummate any and all documents or transactions contemplated by the        
Plan or this Confirmation Order. In addition to the authority to execute        
and deliver, adopt or amend, as the case may be, the contracts, leases,         
instruments, releases and other agreements specifically granted in this         
Confirmation Order, the Debtors and the Reorganized Debtors are authorized      
and empowered, without action of their respective stockholders or boards of     
direc tors, to take any and all such actions as any of their Responsible        
Officers may determine are necessary or appropriate to implement,               
effectuate and consummate any and all documents or transactions                 
contemplated by the Plan or this Confirmation Order. Pursuant to section        
1142 of the Bankruptcy Code and the Reorganization Effectuation Statutes,       
no action of the stockholders or boards of directors of the Debtors or the      
Reorganized Debtors shall be required for the Debtors or Reorganized            
Debtors to: (1) enter into, execute and deliver, adopt or amend, as the         
case may be, any of the contracts, leases, instruments, releases and other      
agreements or documents and plans to be entered into, executed and              
delivered, adopted or amended in connec tion with the Plan and, following       
the Effective Date, each of such contracts, leases, instruments, releases       
and other agreements shall be a legal, valid and binding obligation of the      
applicable Reorganized Debtor, enforceable against such Reorga nized Debtor     
in accordance with its terms subject only to bankruptcy, insolvency and         
other similar laws affecting creditors' rights generally, and subject also      
to general equitable principles; (2) issue shares of New Common Stock           
pursuant to the Plan, including upon exercise of the New Holdings Creditors     
Warrants, Management Options or New Convertible Notes, and, upon issuance,      
all such shares of New Common Stock shall be duly authorized, validly           
issued and fully paid and nonassessable shares of New Common Stock of           
Reorganized ICG; or (3) authorize the Reorganized Debtors to engage in any      
of the activities set forth in this paragraph or otherwise contemplated by      
the Plan. Each of the Responsible Officers of each Debtor and Reorganized       
Debtor is authorized to execute, deliver, file or record such contracts,        
instruments, financing statements, releases, mortgages, deeds, assignments,     
leases, applications, registration statements, reports or other agreements      
or documents and take such other actions as such officer may determine are      
neces sary or appropriate to effectuate or further evidence the terms and       
conditions of the Plan, this Confirmation Order and any and all documents       
or transactions contem plated by the Plan or this Confirmation Order, all       
without further application to or order of the Bankruptcy Court and whether     
or not such actions or documents are specifically referred to in the Plan,      
the Disclosure Statement, this Confirmation Order or the exhibits to any of     
the foregoing, and the signature of a Responsible Officer on a document         
executed in accordance with this Section III.F shall be conclusive evidence     
of the Responsible Officer's determination that such document and any           
related actions are necessary and appropriate to effectuate or further          
evidence the terms and conditions of the Plan, this Confirmation Order or       
other documents or transactions contemplated by the Plan or this                
Confirmation Order. The Secretary or any Assistant Secretary of each Debtor     
or Reorganized Debtor is authorized to verify or attest to any of the           
foregoing actions. Pursuant to section 1142 of the Bankruptcy Code and the      
Reorganization Effectuation Statutes, to the extent that, under applica ble     
nonbankruptcy law, any of the foregoing actions otherwise would require the     
consent or approval of the stockholders or the boards of directors of any       
of the Debtors or Reorganized Debtors, this Confirmation Order shall            
constitute such consent or approval, and such actions are deemed to have        
been taken by unanimous action of the stockholders and directors of the         
appropriate Debtor or Reorganized Debtor.                                       

G.       RELEASES AND INDEMNIFICATION.                        

           The release and indemnification provisions contained in
the Plan are approved in all respects. As further provided in Section III.H     
below, the commence ment or prosecution by any entity, whether directly,        
derivatively or otherwise, of any claims, obligations, suits, judgments,        
damages, demands, debts, rights, causes of action or liabilities released       
pursuant to Section 5.12 of the Plan are permanently enjoined.                  

H.       DISCHARGE, TERMINATION, INJUNCTION AND SUBOR         
DINATION RIGHTS.                            

     1.       Discharge of Claims and Satisfaction and
Termination of Interests. 

          Except as provided in the Plan or in this Confirmation
Order, all consideration distributed under the Plan shall be in exchange        
for and in complete satisfaction, settlement, discharge and release of all      
Claims of any nature whatsoever against the Debtors or any of their assets      
or properties, and, regardless of whether any property shall have been          
distributed or retained pursuant to the Plan on account of such Claims,         
upon the Effective Date, the Debtors, and each of them, shall (i) be            
discharged and released under section 1141(d)(1)(A) of the Bankruptcy Code      
from any and all Claims, including, but not limited to, demands and             
liabilities that arose before the Confirmation Date, and all debts of the       
kind specified in section 502(g), 502(h) or 502(i) of the Bankruptcy Code,      
whether or not (A) a proof of Claim based upon such debt is filed or deemed     
filed under section 501 of the Bankruptcy Code, (B) a Claim based upon such     
debt is Allowed under section 502 of the Bankruptcy Code or (C) the holder      
of a Claim based on such debt accepted the Plan; and (ii) terminate all ICG     
Interests.                                                                      

           In accordance with the foregoing, except as provided in
the Plan or in this Confirmation Order, this Confirmation Order constitutes     
a judicial determina tion, as of the Effective Date, of a discharge of all      
Claims and other debts and liabilities against the Debtors and termination      
of all ICG Interests and other rights of equity security holders in the         
Debtors, pursuant to sections 524 and 1141 of the Bankruptcy Code, and such     
discharge shall void any judgment obtained against a Debtor at any time, to     
the extent that such judgment relates to a discharged Claim or terminated       
Interest.                                                                       

2.       Injunctions.                       

       Except as provided in the Plan or this Confirmation
Order, as of the Effective Date, all entities that have held, currently         
hold or may hold a Claim or other debt or liability that is discharged or       
an Interest or other right of an equity security holder that is terminated      
pursuant to the terms of the Plan are permanently enjoined from taking any      
of the following actions against the Debtors, Reorganized Debtors or their      
property on account of any such discharged Claims, debts or liabilities or      
terminated Interests or rights: (i) commencing or continuing in any manner      
or in any plance any action or other proceeding; (ii) enforcing, attaching,     
collecting or recover ing in any manner any judgment, award, decree or          
order; (iii) creating, perfecting or enforcing any lien or encumbrance;         
(iv) asserting a setoff, right of subrogation or recoupment of any kind         
against any debt, liability or obligation due to the Debtors; and (v)           
commencing or continuing any action, in any manner, in any place that does      
not comply with or is inconsistent with the provisions of the Plan.             

          As of the Effective Date, all entities that have held,
currently hold or may hold a Claim, demand, debt, right, cause of action or     
liability that is released pursuant to the Plan are permanently enjoined        
from taking any of the following actions against any released entity or its     
property on account of such released Claims, obligations, suits, judgments,     
damages, demands, debts, rights, causes of action or liabilities: (i)           
commencing or continuing in any manner any action or other proceed ing;         
(ii) enforcing, attaching, collecting or recovering in any manner any           
judgment, award, decree or order; (iii) creating, perfecting or enforcing       
any lien or encum brance; (iv) asserting a setoff, right of subrogation or      
recoupment of any kind against any debt, liability or obligation due to any     
released entity and (v) commencing or continuing any action, in any manner,     
in any place that does not comply with or is inconsistent with the              
provisions of the Plan.                                                         

        By accepting distribution pursuant to the Plan, each
holder of an Allowed Claim or an Allowed Interest receiving distributions       
pursuant to the Plan shall be deemed to have specifically consented to the      
injunctions set forth above.                                                    

               3.       Releases and Satisfaction of Subordination Rights.

          All Claims of the holders of the Secured Lender Claims
and the Old Note Claims against the Debtors and all rights and claims           
between or among such holders relating in any manner whatsoever to any          
claimed subordination rights or rights to assert Claims that are owned by       
any of the Debtors or their Estates against any other Debtor or third           
party, shall be deemed satisfied by the distributions under, described in,      
contemplated by, and/or implemented in Section 3.3 of the Plan.                 
Distributions under, described in, contemplated by, and/or implemented by       
the Plan to the various Classes of Claims under the Plan shall not be           
subject to levy, garnish ment, attachment or like legal process by any          
Claim holder, including but not limited to, holders of Secured Lender           
Claims and Old Note Claims by reason of any claimed subordination rights or     
otherwise, so that each Claim holder shall have and receive the benefit of      
the distributions in the manner set forth in the Plan.                          

4.       Exculpation                        

     None of the Debtors, the Reorganized Debtors, the
Creditors' Com mittee, the Claims Resolution Committee, the Indenture           
Trustees, or the Prepetition Secured Lenders, nor any of their respective       
present or former members, officers, directors, employees, advisors, or         
attorneys shall have or incur any liability to any holder of a Claim or an      
Interest, or any other party in interest, or any of their respec tive           
agents, employees, representatives, financial advisors, attorneys, or           
affiliates, or any of their successors or assigns, for any act or omission      
in connection with, relating to, or arising out of, the Chapter 11 Case,        
formulating, negotiating or implementing the Plan, the solicitation of          
acceptances of the Plan, the pursuit of confirmation of the Plan, the           
confirmation of the Plan, the consummation of the Plan, or the administra       
tion of the Plan or the property to be distributed under the Plan, except       
for their gross negligence or willful misconduct, and in all respects shall     
be entitled to reasonably rely upon the advice of counsel with respect to       
their duties and responsibilities under the Plan. Section 12.11(b) of the       
Plan is hereby stricken.                                                        

          Reorganized ICG shall indemnify each Person exculpated
pursuant to Section 12.11 of the Plan against, hold each such Person            
harmless from, and reim burse each such Person for, any and all losses,         
costs, expenses (including attorneys' fees and expenses), liabilities and       
damages sustained by such Person arising from any liability described in        
Section 12.11 of the Plan.                                                      

           Such exculpation and limitation on liability shall not,
however, limit, abridge, or otherwise affect the rights, if any, of the         
Reorganized Debtors to enforce, sue on, settle, or compromise the               
Litigation Claims retained pursuant to Sections 5.8 and 5.9 of the Plan.        

I.       RESOLUTION OF CERTAIN OBJECTIONS                     

             Notwithstanding anything in the Plan or this Confirmation
Order to the contrary, to the extent that there is any inconsistency            
between the terms of the Plan or this Confirmation Order and that certain       
Confidential Settlement Agreement and Mutual Release (the "Settlement           
Agreement") between and among the Debtors and Southwestern Bell Telephone,      
L.P., d/b/a Southwestern Bell Telephone Com pany, Ameritech (composed of        
Illinois Bell Telephone Company d/b/a Ameritech Illinois, Indiana Bell          
Telephone Company Incorporated d/b/a Ameritech Indiana, Michigan Bell           
Telephone Company d/b/a Ameritech Michigan, The Ohio Bell Telephone Company     
d/b/a Ameritech Ohio, Wisconsin Bell, Inc., d/b/a Ameritech Wisconsin) and      
Pacific Bell Telephone Company approved by this Court on May 1, 2002 and        
entered of record May 2, 2002 [Docket No. 1437], the terms of the Settle        
ment Agreement shall govern.                                                    

             Notwithstanding anything in the Plan or this Confirmation
Order to the contrary, the Debtors or the Reorganized Debtors will pay any      
undisputed Priority Tax Claims of the Missouri Department of Revenue and        
the Tennessee Department of Revenue on or about the Effective Date. The         
Debtors or the Reorganized Debtors have resolved the objection of Bexar         
County by agreeing to pay a portion of Bexar County's Other Secured Claim       
on or about the Effective Date and by paying the remainder of such claim on     
a quarterly schedule at an agreed upon interest rate.                           

             Notwithstanding anything in the Plan or this Confirmation
Order to the contrary, (i) sections 12.9 and 12.10 of the Plan, as well as      
any other similar or applicable language or provisions herein, do not in        
any way affect, alter or preclude Genuity's setoff or recoupment rights,        
however arising or asserted now or in the future in the Colorado Action (as     
defined in Genuity's objection) and (ii) sections 12.9 and 12.10 of the         
Plan, as well as any other similar or applicable language or provisions in      
this Confirmation Order, do not prohibit Genuity from continuing to             
prosecute its counterclaims and its affirmative defenses against the            
Debtors in the Colorado Action, provided that Genuity's right to collect on     
any judgment rendered in Colorado Action is governed by the Plan provisions     
regarding distributions to holders of Allowed prepetition Claims.               

             Notwithstanding anything in the Plan or this Confirmation
Order to the contrary, the Debtors or the Reorganized Debtors shall pay         
fifty percent (50%) of the amount set forth in the proof of claim filed by      
the Texas Comptroller on or about the Effective Date in complete and full       
satisfaction of such claim.                                                     

             Notwithstanding anything in the Plan or this Confirmation
Order to the contrary, to the extent that the Claim of the County of San        
Diego is found to be an Allowed Claim, the Debtors or the Reorganized           
Debtors shall pay such claim on a quarterly basis over a three-year period      
at an agreed upon interest rate. County of San Diego shall retain any liens     
provided for by applicable state law (if any). The Debtors and County of        
San Diego have agreed to certain remedies in the event of default.              

             Notwithstanding anything in the Plan or this Confirmation
Order to the contrary, to the extent that the Internal Revenue Service is       
found to have an Allowed Priority Tax Claim under applicable law, the           
interest rate applicable to such Claim shall be 7%. The Internal Revenue        
Service shall retain any setoff rights to which it is entitled under the        
Bankruptcy Code.                                                                

J.       PAYMENT OF STATUTORY FEES.                           

          On or before the Effective Date, the Debtors shall pay
all fees payable pursuant to 28 U.S.C. ss. 1930 and shall continue to pay       
such fees as they come due after the Effective Date until a final decree is     
entered closing the Reorganization Cases in accordance with section 350(a)      
of the Bankruptcy Code and Bankruptcy Rule 3022.                                

K.       SUBSTANTIAL CONSUMMATION.                            

        The substantial consummation of the Plan, within the
meaning of section 1127 of the Bankruptcy Code, is deemed to occur on the       
Effective Date.                                                                 

L.       RETENTION OF JURISDICTION.                           

            Notwithstanding the entry of this Confirmation Order and
the occur rence of the Effective Date, the Bankruptcy Court shall retain        
such jurisdiction over the Reorganization Cases after the Effective Date as     
is legally permissible, including jurisdiction over the matters set forth       
in Article XI of the Plan, which provisions are incorporated herein by          
reference.                                                                      

M.       NOTICE OF ENTRY OF CONFIRMATION ORDER.               

            Pursuant to Bankruptcy Rules 2002(f)(7) and 3020(c), the
Debtors or the Reorganized Debtors are directed to serve a notice of the        
entry of this Confirma tion Order and the establishment of bar dates for        
certain Administrative Claims hereunder, substantially in the form of           
Exhibit D attached hereto and incorporated herein by reference (the             
"Confirmation Notice"), on all parties that received notice of the              
Confirmation Hearing, no later than 15 days after the Effective Date;           
provided, however, that the Debtors or the Reorganized Debtors shall be         
obligated to serve the Confirmation Notice only on the record holders of        
Claims or Interests as of the Confirmation Date.                                

           1. The Debtors are directed to publish the Confirmation
Notice once in the national edition of The Wall Street Journal and in the       
daily edition of The Denver Post no later than 30 days after the Effective      
Date.                                                                           

Dated: May 21, 2002                                                             

                                /s/ Peter J. Walsh
                                           -----------------------------------
                                      UNITED STATES BANKRUPTCY JUDGE

EXHIBIT A     
---------     

SECOND AMENDED JOINT PLAN OF REORGANIZATION OF ICG    
COMMUNICATIONS, INC.    

IN THE UNITED STATES BANKRUPTCY COURT     

FOR THE DISTRICT OF DELAWARE    

- - - - - - - - - - - - - - - - - - - - - - - -  x                              
                                 :    Chapter 11
                   :
In re:                                           :                              
                                             :    Case No. 00-4238 (PJW)
ICG COMMUNICATIONS, INC.                         :                              
et al.,                                 :                     
-- --                                                         
                                           :    Jointly Administered
Debtors.              :   
                   x
- - - - - - - - - - - - - - - - - - - - - - -                                   

SECOND AMENDED JOINT PLAN OF REORGANIZATION OF    
ICG COMMUNICATIONS, INC. AND ITS AFFILIATED     
DEBTORS AND DEBTORS IN POSSESSION     
---------------------------------     

David S. Kurtz                                                                  
Timothy R. Pohl                                                                 
Rena M. Samole                                                                  
SKADDEN, ARPS, SLATE, MEAGHER                                                   
& FLOM (ILLINOIS)                                                     
333 West Wacker Drive                                                           
Chicago, Illinois  60606-1285                                                   
(312) 407-0700                                                                  

- and -                                                       

Gregg M. Galardi (I.D. No. 2991)                                                
SKADDEN, ARPS, SLATE, MEAGHER                                                   
& FLOM LLP                                                    
One Rodney Square                                                               
P.O. Box 636                                                                    
Wilmington, Delaware 19899                                                      
(302) 651-3000                                                                  

Counsel for Debtors and Debtors in Possession                                   
Dated as of: April 3, 2002                                                      

TABLE OF CONTENTS     

                                                                          Page

EXHIBITS...................................................................vii  

INTRODUCTION.................................................................1  

ARTICLE I                                                                       

DEFINITIONS, RULES OF INTERPRETATION,                                     
 COMPUTATION OF TIME AND GOVERNING LAW.....................................1
 A.     Scope Of Definitions; Rules Of Construction........................1
 B.     Definitions........................................................1
            1.1     "Administrative Claim".................................1
            1.2     "Allowed Claim"........................................1
            1.3     "Allowed Class . . . Claim"............................1
            1.4     "Ballots"..............................................2
            1.5     "Bankruptcy Code"......................................2
            1.6     "Bankruptcy Court".....................................2
            1.7     "Bankruptcy Rules".....................................2
            1.8     "Bar Date(s)"..........................................2
            1.9     "BoA"..................................................2
            1.10    "Business Day".........................................2
            1.11    "Cash".................................................2
            1.12    "Chapter 11 Case"......................................2
            1.13    "Chief Executive Officer"..............................2
            1.14    "Claim"................................................2
            1.15    "Claims Objection Deadline"............................2
            1.16    "Claims Resolution Committee"..........................2
            1.17    "Class"................................................2
            1.18    "Class H-4 Stock Pool".................................2
            1.19    "Class S-4 Stock Pool".................................2
            1.20    "Collateral"...........................................3
            1.21    "Confirmation".........................................3
            1.22    "Confirmation Date"....................................3
            1.23    "Confirmation Hearing".................................3
            1.24    "Confirmation Order"...................................3
            1.25    "Convenience Claims"...................................3
            1.26    "Credit Documents".....................................3
            1.27    "Creditor".............................................3
            1.28    "Creditors' Committee".................................3
            1.29    "Cure".................................................3
            1.30    "Debtor(s)"............................................3
            1.31    "Dilution".............................................3
            1.32    "Disclosure Statement".................................3
            1.33    "Disbursing Agent".....................................3
            1.34    "Disputed Claim".......................................3
            1.35    "Disputed Claim Amount"................................4
            1.36    "Distribution Date"....................................4
            1.37    "Distribution Record Date".............................4
            1.38    "Effective Date".......................................4
            1.39    "Estate(s)"............................................4
            1.40    "Exit Financing".......................................4
            1.41    "Face Amount"..........................................4
            1.42    "Final Order"..........................................4
            1.43    "General Unsecured Claim"..............................5
            1.44    "Holdings Debtors".....................................5
            1.45    "ICG Interests"........................................5
            1.46    "Impaired".............................................5
            1.47    "Indemnification Obligation"...........................5
            1.48    "Indenture Trustees"...................................5
            1.49    "Intercompany Claim"...................................5
            1.50    "Interest".............................................5
            1.51    "Lender"...............................................5
            1.52    "Lien".................................................5
            1.53    "Litigation Claims"....................................5
            1.54    "Management Option Plan"...............................5
            1.55    "Management Option Plan Participants"..................5
            1.56    "Management Options"...................................6
            1.57    "New Common Shares"....................................6
            1.58    "New Convertible Notes"................................6
            1.59    "New Holdings Creditor Warrants".......................6
            1.60    "New Secured Notes"....................................6
            1.61    "New Securities".......................................6
            1.62    "New Senior Subordinated Term Loan" ...................6
            1.63    "Non-Debtor Subsidiaries"..............................6
            1.64    "Old Common Shares"....................................6
            1.65    "Old Holdings Indentures"..............................6
            1.66    "Old Holdings Note Claims".............................6
            1.67    "Old Holdings Notes"...................................6
            1.68    "Old Indentures".......................................6
            1.69    "Old Note Claims"......................................6
            1.70    "Old Notes"............................................6
            1.71    "Old Preferred Shares".................................7
            1.72    "Old Securities".......................................7
            1.73    "Old Services Indentures"..............................7
            1.74    "Old Services Note Claims".............................7
            1.75    "Old Services Notes"...................................7
            1.76    "Old Stock Options"....................................7
            1.77    "Other Priority Claim".................................7
            1.78    "Other Secured Claims".................................7
            1.79    "Person" ..............................................7
            1.80    "Petition Date"........................................7
            1.81    "Plan".................................................7
            1.82    "Plan Exhibit".........................................7
            1.83    "Pre-Petition Credit Agreement"........................7
            1.84    "Pre-Petition Credit Facility Agreements"..............7
            1.85    "Priority Tax Claim"...................................7
            1.86    "Professional".........................................7
            1.87    "Professional Fee Claim"...............................8
            1.88    "Pro Rata".............................................8
            1.89    "Proof of Claim".......................................8
            1.90    "Quarterly Distribution Date"..........................8
            1.91    "Registration Rights Agreement"........................8
            1.92    "Reinstated" or "Reinstatement"........................8
            1.93    "Reorganized Debtor(s)"................................8
            1.94    "Reorganized Subsidiary Debtor(s)".....................8
            1.95    "Reorganized ICG"......................................8
            1.96    "Restructuring Transactions"...........................8
            1.97    "Schedules"............................................8
            1.98    "Secured Claim"........................................8
            1.99    "Secured Lender Claim".................................9
            1.100   "Securities Act".......................................9
            1.101   "Services Debtors".....................................9
            1.102   "Services Interests"...................................9
            1.103   "Special Committee"....................................9
            1.104   "Subordinated Claims"..................................9
            1.105   "Subsidiaries".........................................9
            1.106   "Subsidiary Debtors"...................................9
            1.107   "Subsidiary Interests".................................9
            1.108   "Substantial Contribution Claim".......................9
            1.109   "Unimpaired"...........................................9
            1.110   "Unimpaired Claim".....................................9
            1.111   "Voting Record Date"...................................9

  C.                Rules of Interpretation................................9

  D.                Computation of Time...................................10

  E.                Governing Law.........................................10

ARTICLE II                                                                      

       CLASSIFICATION OF CLAIMS AND INTERESTS.............................10
            2.1     Introduction..........................................10
  2.2     Classification of Unimpaired Holdings Debtors'
                    Claims and Interests..................................10
2.3     Classification of Impaired Holdings Debtors'
                    Claims and Interests..................................11

  2.4     Classification of Unimpaired Services Debtors'
                    Claims and Interests Against the Holdings Debtors.....11
2.5     Classification of Impaired Services Debtors'
                    Claims and Interests..................................11

ARTICLE III                                                                     

       TREATMENT OF CLAIMS AND INTERESTS..................................12
            3.1     Unclassified Claims...................................12

  3.2     Unimpaired Classes of Holdings Debtors' Claims
                    and Interests.........................................12
    3.3     Impaired Classes of Holdings Debtors' Claims and
                    Interests.............................................13
      3.4     Unimpaired Classes Of Services Debtors' Claims and
                    Interests.............................................13
3.5     Impaired Classes Of Services Debtors' Claims
                    and Interests.........................................14
            3.6     Reservation of Rights Regarding Claims................14

ARTICLE IV                                                                      

       ACCEPTANCE OR REJECTION OF THE PLAN................................14
     4.1     Impaired Classes of Claims and Interests Entitled
                    to Vote...............................................14
            4.2     Acceptance by an Impaired Class.......................14
            4.3     Presumed Acceptances by Unimpaired Classes............14
            4.4     Classes Deemed to Reject Plan.........................15
            4.5     Summary of Classes Voting on the Plan.................15
   4.6     Confirmation Pursuant to Section 1129(b) of the
                    Bankruptcy Code.......................................15

ARTICLE V                                                                       

       MEANS FOR IMPLEMENTATION OF THE PLAN...............................15
            5.1     Continued Corporate Existence.........................15
            5.2     Cancellation Of Old Securities And Agreements.........15
            5.3     Certificates of Incorporation and By-laws.............15
            5.4     Restructuring Transactions............................16
            5.5     Issuance of New Securities............................16
            5.6     Compensation And Benefit Programs.....................17
            5.7     Directors And Officers of Reorganized Debtors.........17
            5.8     Revesting Of Assets; Releases of Liens................17
            5.9     Preservation Of Rights Of Action......................17
            5.10    Effectuating Documents; Further Transactions..........18
            5.11    Exemption From Certain Transfer Taxes.................18
            5.12    Releases and Related Matters..........................18
            5.13    Lucent Settlement.....................................19
            5.14    Cisco Settlement......................................19
            5.15    Exit Financing........................................19

ARTICLE VI                                                                      

       SUBSTANTIVE CONSOLIDATION..........................................20
            6.1     Substantive Consolidation.............................20
            6.2     Order Granting Substantive Consolidation..............20

ARTICLE VII                                                                     

       TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES..............21
            7.1     Assumed Contracts And Leases..........................21
   7.2     Payments Related To Assumption Of Contracts and
                    Leases................................................21
            7.3     Rejected Contracts and Leases.........................22
            7.4     Rejection Damages Bar Date  ..........................22

ARTICLE VIII                                                                    

       PROVISIONS GOVERNING DISTRIBUTIONS.................................22
        8.1     Distributions For Claims Allowed As Of The Effective
                    Date..................................................22
            8.2     Interest On Claims....................................22
            8.3     Distributions by Disbursing Agent.....................22

      8.4     Record Date For Distributions To Holders Of Lender
                    Claims and Old Notes..................................23
            8.5     Means Of Cash Payment.................................23

8.6     Calculation Of Distribution Amounts Of New  
                    Common Shares and New Holdings Creditor Warrants......23
            8.7     Delivery Of Distributions.............................23
            8.8     Surrender of Securities and Instruments...............24
            8.9     Withholding And Reporting Requirements................24
            8.10    Setoffs...............................................25

ARTICLE IX                                                                      

 PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED
       AND DISTRIBUTIONS WITH RESPECT THERETO.............................25
            9.1     Prosecution Of Objections to Claims...................25
            9.2     Treatment of Disputed Claims..........................26
            9.3     Disputed Claims Reserves..............................26
    9.4     Distributions on Account of Disputed Claims Once
            They Are Allowed and Additional Distributions on
                    Account of Previously Allowed Claims..................26

ARTICLE X                                                                       

CONDITIONS PRECEDENT TO CONFIRMATION                          
       AND CONSUMMATION OF THE PLAN.......................................26
            10.1    Conditions To Confirmation............................26
            10.2    Conditions To Effective Date..........................26
            10.3    Waiver Of Conditions..................................27

ARTICLE XI                                                                      

       RETENTION OF JURISDICTION..........................................27

ARTICLE XII                                                                     

       MISCELLANEOUS PROVISIONS...........................................28
            12.1    Professional Fee Claims...............................28
            12.2    Administrative Claims Bar Date........................29
            12.3    Payment Of Statutory Fees.............................29
            12.4    Modifications and Amendments..........................29
            12.5    Severability Of Plan Provisions.......................29
            12.6    Successors And Assigns................................29
            12.7    Compromises and Settlements...........................30
        12.8    Releases And Satisfaction Of Subordination and Other
                    Rights................................................30
            12.9    Discharge Of The Debtors..............................30
            12.10   Injunction............................................30
            12.11   Exculpation And Limitation Of Liability...............31
            12.12   Binding Effect........................................31
            12.13   Revocation, Withdrawal, Or Non-Consummation...........31
            12.14   Plan Exhibits.........................................32
            12.15   Notices...............................................32
            12.16   Indemnification and Related Matters...................33
            12.17   Prepayment............................................33
12.18   Dissolution of the Creditors' Committee and 
                    Establishment of the Claims Resolution Committee .....33
            12.19   Term Of Injunctions Or Stays..........................35

EXHIBITS              

Exhibit A             Form of Certificate of Incorporation of Reorganized ICG   

Exhibit B             Form of Bylaws of Reorganized ICG                         

Exhibit C             Form of Management Option Plan                            

Exhibit D             Termsheet for New Holdings Creditor Warrants              

Exhibit E             Termsheet for New Secured Notes                           

Exhibit F             Form of Registration Rights Agreement                     

Exhibit G             Commitment Letter and Termsheet For New Convertible Notes 

Exhibit H             Commitment Letter and Termsheet for New Senior            
Subordinated Term Loan              

                 SCHEDULES

Schedule 1.63         Schedule of Non-Debtor Subsidiaries                       

Schedule 1.106        Schedule of Subsidiary Debtors                            

Schedule 5.9          Schedule of Causes of Action to be Retained by            
Reorganized ICG                     

Schedule 5.13         Lucent Settlement Agreement                               

Schedule 5.14         Cisco Settlement Agreement                                

Schedule 7.1          Non-Exclusive Schedule of Assumed Contracts               

Schedule 7.3          Exclusive Schedule of Rejected Contracts                  

INTRODUCTION    

ICG Communications, Inc., a Delaware corporation ("ICG"), and 
those entities listed on Schedule 1.106 hereto (collectively, the               
"Subsidiary Debtors"), hereby propose the following joint plan of               
reorganization (the "Plan") for the resolution of their outstanding             
creditor Claims (as defined herein) and equity Interests (as defined            
herein). Reference is made to the Disclosure Statement (as defined herein)      
distributed contemporaneously herewith, for a discussion of the Debtors'        
history, businesses, properties, results of operations, projections for         
future operations, risk factors, a summary and analysis of the Plan, and        
certain related matters, including the New Securities (as defined herein)       
to be issued under the Plan. The Debtors are the proponents of this Plan        
within the meaning of section 1129 of the Bankruptcy Code.                      

All holders of Claims are encouraged to read this Plan and the
Disclosure Statement in their entirety before voting to accept or reject        
this Plan. Subject to certain restrictions and requirements set forth in        
section 1127 of the Bankruptcy Code and Fed. R. Bankr. P. 3019 and Article      
XII of this Plan, the Debtors reserve the right to alter, amend, modify,        
revoke or withdraw this Plan prior to its substantial consummation.             

ARTICLE I     

DEFINITIONS, RULES OF INTERPRETATION,     
COMPUTATION OF TIME AND GOVERNING LAW     

A.       Scope Of Definitions; Rules Of Construction                            

   For purposes of this Plan, except as expressly provided or unless
the context otherwise requires, all capitalized terms not otherwise defined     
shall have the meanings ascribed to them in Article I of this Plan. Any         
term used in this Plan that is not defined herein, but is defined in the        
Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to     
that term in the Bankruptcy Code or the Bankruptcy Rules. Whenever the          
context requires, such terms shall include the plural as well as the            
singular number, the masculine gender shall include the feminine, and the       
feminine gender shall include the masculine.                                    

B.       Definitions                                                            

1.1 "Administrative Claim" means a Claim for payment of an    
administrative expense of a kind specified in section 503(b) or 1114(e)(2)      
of the Bankruptcy Code and entitled to priority pursuant to section             
507(a)(1) of the Bankruptcy Code, including, but not limited to, (a) the        
actual, necessary costs and expenses, incurred after the Petition Date, of      
preserving the Estates and operating the businesses of the Debtors,             
including wages, salaries, or commissions for services rendered after the       
commencement of the Chapter 11 Case, (b) Professional Fee Claims, (c) all       
fees and charges assessed against the Estates under 28 U.S.C. ss. 1930 and      
(d) all Allowed Claims that are entitled to be treated as Administrative        
Claims pursuant to a Final Order of the Bankruptcy Court under section          
546(c)(2)(A) of the Bankruptcy Code.                                            

   1.2 "Allowed Claim" means a Claim or any portion thereof (a) that
has been allowed by a Final Order, or (b) as to which, on or by the             
Effective Date, (i) no proof of claim has been filed with the Bankruptcy        
Court and (ii) the liquidated and noncontingent amount of which is              
Scheduled, other than a Claim that is Scheduled at zero, in an unknown          
amount, or as disputed, or (c) for which a proof of claim in a liquidated       
amount has been timely filed with the Bankruptcy Court pursuant to the          
Bankruptcy Code, any Final Order of the Bankruptcy Court or other               
applicable bankruptcy law, and as to which either (i) no objection to its       
allowance has been filed within the periods of limitation fixed by the          
Plan, the Bankruptcy Code or by any order of the Bankruptcy Court or (ii)       
any objection to its allowance has been settled or withdrawn, or has been       
denied by a Final Order, or (d) that is expressly allowed in a liquidated       
amount in this Plan.                                                            

1.3 "Allowed Class . . . Claim" means an Allowed Claim in the 
particular Class described.                                                     

   1.4 "Ballots" means each of the ballot forms distributed with the
Disclosure Statement to holders of Impaired Claims entitled to vote as          
specified in Section 4.1 of this Plan, in connection with the solicitation      
of acceptances of the Plan.                                                     

   1.5 "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as
codified in title 11 of the United States Code, 11 U.S.C.ss.ss. 101-1330,       
as now in effect or hereafter amended.                                          

 1.6 "Bankruptcy Court" means the United States Bankruptcy Court
for the District of Delaware or such other court as may have jurisdiction       
over the Chapter 11 Case.                                                       

  1.7 "Bankruptcy Rules" means, collectively, the Federal Rules of
Bankruptcy Procedure and the Official Bankruptcy Forms, as amended, the         
Federal Rules of Civil Procedure, as amended, as applicable to the Chapter      
11 Case or proceedings therein, and the Local Rules of the Bankruptcy           
Court, as applicable to the Chapter 11 Case or proceedings therein, as the      
case may be.                                                                    

1.8 "Bar Date(s)" means the date(s), if any, designated by the
Bankruptcy Court as the last dates for filing proofs of Claim or Interest       
against the Debtors.                                                            

1.9 "BoA" means Bank of America, N.A.                         

    1.10 "Business Day" means any day, excluding Saturdays, Sundays or
"legal holidays" (as defined in Fed. R. Bankr. P. 9006(a)), on which            
commercial banks are open for business in New York, New York.                   

    1.11 "Cash" means legal tender of the United States or equivalents
thereof.                                                                        

  1.12 "Chapter 11 Case" means the jointly administered Chapter 11
cases of the Debtors.                                                           

1.13 Chief Executive Officer means, at any time prior to the  
Effective Date, the Person holding the title of chief executive officer of      
ICG, and at any time after the Effective Date, the Person holding the title     
of chief executive officer of Reorganized ICG.                                  

 1.14 "Claim" means a claim against the Debtors, or any of them,
whether or not asserted, as defined in Section 101(5) of the Bankruptcy         
Code.                                                                           

1.15 "Claims Objection Deadline" means the last day for filing
objections to Disputed Claims, which day shall be ninety (90) days after        
the Effective Date, unless such date is extended by the Bankruptcy Court        
upon request by the Debtors.                                                    

    1.16 "Claims Resolution Committee" means the committee established
pursuant to Section 12.18 of this Plan.                                         

  1.17 "Class" means a category of holders of Claims or Interests,
as described in Article II of this Plan.                                        

  1.18 "Class H-4 Stock Pool" means New Common Shares in an amount
equal to (a) eight (8) million multiplied by a fraction, the numerator of       
which is the amount of Allowed General Unsecured Claims against the             
Holdings Debtors and the denominator of which is the amount of all Allowed      
General Unsecured Claims plus (b) 280,000 New Common Shares.                    

  1.19 "Class S-4 Stock Pool" means New Common Shares in an amount
equal to (a) eight (8) million multiplied by a fraction, the numerator of       
which is the amount of Allowed General Unsecured Claims against the             
Services Debtors, and the denominator of which is the amount of all Allowed     
General Unsecured Claims minus (b) 280,000 New Common Shares .                  

  1.20 "Collateral" means any property or interest in the property
of a Debtor's Estate subject to a Lien to secure the payment or performance     
of a Claim, which Lien is not subject to avoidance under the Bankruptcy         
Code or otherwise invalid under the Bankruptcy Code or applicable state         
law.                                                                            

1.21 "Confirmation" means entry by the Bankruptcy Court of the
Confirmation Order.                                                             

  1.22 "Confirmation Date" means the date of entry by the clerk of
the Bankruptcy Court of the Confirmation Order.                                 

1.23 "Confirmation Hearing" means the hearing to consider     
confirmation of the Plan under section 1128 of the Bankruptcy Code.             

1.24 "Confirmation Order" means the order entered by the      
Bankruptcy Court confirming the Plan.                                           

   1.25 "Convenience Claims" means any Claim that otherwise would be
an Allowed Class H-4 or S-4 Claim against the Debtors in an amount equal to     
or less than $5,000. Holders of Claims in excess of $5,000 may, by an           
irrevocable written election made on a validly executed and timely              
delivered ballot, reduce all of such holder's Claims to $5,000 in the           
aggregate, and thus have such reduced, single Claim classified in Class H-3     
or S-3.                                                                         

    1.26 "Credit Documents" means the "Credit Documents" as defined in
the Pre-Petition Credit Agreement.                                              

   1.27 "Creditor" means any Person who holds a Claim against any of
the Debtors.                                                                    

1.28 "Creditors' Committee" means the official committee of   
unsecured creditors appointed pursuant to section 1102(a) of the Bankruptcy     
Code in the Chapter 11 Case.                                                    

    1.29 "Cure" means the distribution of Cash, or such other property
as may be agreed upon by the parties or ordered by the Bankruptcy Court,        
with respect to the assumption of an executory contract or unexpired lease,     
pursuant to section 365(b) of the Bankruptcy Code, in an amount equal to        
all unpaid monetary obligations, without interest, or such other amount as      
may be agreed upon by the parties, under such executory contract or             
unexpired lease, to the extent such obligations are enforceable under the       
Bankruptcy Code and applicable bankruptcy law.                                  

1.30 "Debtor(s)" means, individually, ICG and each of the     
Subsidiary Debtors, and collectively, ICG and the Subsidiary Debtors,           
including in their capacity as debtors-in-possession pursuant to sections       
1107 and 1108 of the Bankruptcy Code, and as reorganized hereunder.             

 1.31 "Dilution" means dilution subsequent to the Effective Date
(a) from conversion of the New Convertible Notes into New Common Shares,        
(b) from exercise of the New Holdings Creditor Warrants, (c) to the extent      
necessary to give effect to the exercise of the Management Options, (c)         
from the exercise of the warrants to be issued in connection with the New       
Senior Subordinated Term Loan, or (e) otherwise as a result of the issuance     
of common shares, implementation of other management incentive programs or      
other action taken by the board of directors of Reorganized ICG.                

    1.32 "Disclosure Statement" means the written disclosure statement
that relates to the Plan, as amended, supplemented, or modified from time       
to time, and that is prepared and distributed in accordance with section        
1125 of the Bankruptcy Code and Fed. R. Bankr. P. 3018.                         

1.33 "Disbursing Agent" means Reorganized ICG or any party    
designated by Reorganized ICG, in its sole discretion, to serve as              
disbursing agent under the Plan.                                                

 1.34 "Disputed Claim" means any Claim that has not been Allowed
pursuant to the Plan or a Final Order of the Bankruptcy Court, and              

             (a) if no Proof of Claim has been, or deemed to have been
filed, by the applicable Bar Date, which has been or hereafter is listed on     
the Schedules as unliquidated, contingent, or disputed, and which has not       
been resolved by written agreement of the parties or an order of the            
Bankruptcy Court;                                                               

             (b) if a Proof of Claim has been filed, or deemed to have
been filed, by the applicable Bar Date (i) a Claim for which a                  
corresponding Claim has been listed on the Schedules as unliquidated,           
contingent or disputed; (ii) a Claim for which a corresponding Claim has        
been listed on the Schedules as other than unliquidated, contingent or          
disputed, but the amount of such Claim as asserted in the Proof of Claim        
varies from the amount of such Claim as listed in the Schedules; or (iii)       
as to which a Debtor has timely filed an objection or request for               
estimation in accordance with the Plan, the Bankruptcy Code, the Bankruptcy     
Rules, and any orders of the Bankruptcy Court, or which is otherwise            
disputed by a Debtor in accordance with applicable law, which objection,        
request for estimation or dispute has not been withdrawn, or determined by      
a Final Order;                                                                  

           (c) for which a Proof of Claim was required to be filed
by order of the Bankruptcy Court, but as to which a Proof of Claim was not      
timely or properly filed; or                                                    

             (d) that is disputed in accordance with the provisions of
this Plan.                                                                      

  1.35 "Disputed Claim Amount" means (a) if a liquidated amount is
set forth in the Proof of Claim relating to a Disputed Claim, (i) the           
liquidated amount set forth in the Proof of Claim relating to the Disputed      
Claim; (ii) an amount agreed to by the Debtors and the holder of such           
Disputed Claim; or (iii) if a request for estimation is filed by the            
Debtors, the amount at which such Claim is estimated by the Bankruptcy          
Court; (b) if no liquidated amount is set forth in the Proof of Claim           
relating to a Disputed Claim, (i) an amount agreed to by the Debtors and        
the holder of such Disputed Claim or (ii) the amount estimated by the           
Bankruptcy Court with respect to such Disputed Claim; or (c) if the Claim       
was listed on the Schedules as unliquidated, contingent or disputed and no      
Proof of Claim was filed, or deemed to have been filed, by the applicable       
Bar Date and the Claim has not been resolved by written agreement of the        
parties or an order of the Bankruptcy Court, zero.                              

1.36 "Distribution Date" means the date, occurring as soon as 
practicable after the Effective Date, upon which distributions are made by      
the Reorganized Debtors, to holders of Allowed Claims entitled to receive       
distributions under this Plan.                                                  

    1.37 "Distribution Record Date" means the record date for purposes
of making distributions under the Plan on account of Allowed Claims, which      
date shall be the Confirmation Date or such other date designated in the        
Confirmation Order.                                                             

1.38 "Effective Date" means the Business Day on which all     
conditions to the consummation of the Plan as set forth in Section 10.2 of      
this Plan have been satisfied or waived as provided in Article X of this        
Plan and is the effective date of the Plan.                                     

    1.39 "Estate(s)" means, individually, the estate of each Debtor in
the Chapter 11 Case, and, collectively, the estates of all Debtors in the       
Chapter 11 Case, created pursuant to section 541 of the Bankruptcy Code.        

    1.40 "Exit Financing" means the issuance by Reorganized ICG on the
Effective Date of the New Senior Subordinated Term Loan and the New             
Convertible Notes.                                                              

   1.41 "Face Amount" means (a) when used in reference to a Disputed
Claim, the full stated amount claimed by the holder of such Claim in any        
proof of Claim timely filed with the Bankruptcy Court or otherwise deemed       
timely filed by any Final Order of the Bankruptcy Court or other applicable     
bankruptcy law, and (b) when used in reference to an Allowed Claim, the         
allowed amount of such Claim.                                                   

 1.42 "Final Order" means an order or judgment of the Bankruptcy
Court, or other court of competent jurisdiction, as entered on the docket       
in the Chapter 11 Case, the operation or effect of which has not been           
stayed, reversed, or amended and as to which order or judgment (or any          
revision, modification, or amendment thereof) the time to appeal or seek        
review or rehearing has expired and as to which no appeal or petition for       
review or rehearing was filed or, if filed, remains pending.                    

  1.43 "General Unsecured Claim" means a Claim against the Debtors
that is not an Administrative Claim, Priority Tax Claim, Other Priority         
Claim, Other Secured Claim, Secured Lender Claim, Subordinated Claim or         
Convenience Claim.                                                              

1.44 "Holdings Debtors" means all Debtors, collectively, other
than the Services Debtors.                                                      

  1.45 "ICG Interests" means, collectively, the Old Common Shares,
the Old Preferred Shares, and the Old Stock Options, together with any          
other options, warrants, conversion rights, rights of first refusal or          
other rights, contractual or otherwise, to acquire or receive any Old           
Common Shares, Old Preferred Shares, Old Stock Options, or other equity         
ownership interests in ICG or any of the other Holdings Debtors (other than     
the Subsidiary Interests), and any contracts subscriptions, commitments or      
agreements pursuant to which a party was or could have been entitled to         
receive shares, securities or other ownership interests in ICG or any of        
the other Holdings Debtors (other than the Subsidiary Interests).               

1.46 "Impaired" means, when used with reference to a Claim or 
Interest, a Claim or Interest that is impaired within the meaning of            
section 1124 of the Bankruptcy Code.                                            

  1.47 "Indemnification Obligation" means any obligation of any of
the Debtors to indemnify, reimburse or provide contribution to any present      
or former officer, director or employee, or any present or former               
professionals, advisors or representatives of the Debtors, pursuant to          
by-laws, articles of incorporation, contract or otherwise as may be in          
existence immediately prior to the Petition Date.                               

1.48 "Indenture Trustees" means (a) with respect to the Old   
Services Notes, Bank One or its successor, in either case, in its capacity      
as indenture trustee for each of the Old Services Notes, and (b) with           
respect to the Old Holdings Notes, HSBC Bank USA or its successor, in           
either case, in its capacity as indenture trustee for each of the Old           
Holdings Notes.                                                                 

    1.49 "Intercompany Claim" means, as the case may be, any Claim (a)
by a Debtor against another Debtor or (b) by a Non-Debtor Subsidiary            
against a Debtor.                                                               

 1.50 "Interest" means (a) the legal, equitable, contractual and
other rights of any Person (including any 401K plan or plan participant)        
with respect to ICG Interests, (b) the legal, equitable, contractual or         
other rights of any Person with respect to the Subsidiary Interests and (c)     
the legal, equitable, contractual or other rights of any Person to acquire      
or receive any of the foregoing.                                                

1.51 "Lender" means a "Lender" as defined in the Pre-Petition 
Credit Agreement, dated as of August 12, 1999, Royal Bank of Canada as          
administrative agent and collateral agent, Morgan Stanley Senior Funding,       
Inc. as sole book-runner and lead arranger for the Lenders, BoA and             
Barclays Bank Plc as co-documentation agents, and their individual              
successors and assigns.                                                         

1.52 "Lien" means a charge against or interest in property to 
secure payment of a debt or performance of an obligation.                       

1.53 "Litigation Claims" means the claims, rights of action,  
suits, or proceedings, whether in law or in equity, whether known or            
unknown, that the Debtors or their Estates may hold against any Person,         
which are to be retained by the Reorganized Debtors pursuant to Section 5.9     
of this Plan.                                                                   

1.54 "Management Option Plan" means a stock option plan to be 
adopted by Reorganized ICG pursuant to Section 5.6 of this Plan, in             
substantially the form of Exhibit C to this Plan.                               

   1.55 "Management Option Plan Participants" means the employees of
Reorganized ICG entitled to participate in the Management Option Plan.          

1.56 "Management Options" means the options to be issued by   
Reorganized ICG to the Management Option Plan Participants to purchase New      
Common Shares pursuant to the provisions of the Management Option Plan.         

 1.57 "New Common Shares" means the common shares of Reorganized
ICG authorized pursuant to Section 5.5 of this Plan.                            

1.58 "New Convertible Notes" means the convertible unsecured  
promissory notes to be issued on the Effective Date, as contemplated by         
Section 5.15 of the Plan, with the terms and conditions substantially as        
set forth in Exhibit G to this Plan.                                            

1.59 "New Holdings Creditor Warrants" means the warrants to   
purchase 800,000 New Common Shares, with terms and conditions set forth in      
Exhibit D to this Plan, to be issued on the Effective Date by Reorganized       
ICG pursuant to Section 5.5 of this Plan for distribution to holders of         
Allowed Claims in Class H-4, if Class H-4 accepts the Plan pursuant to          
Section 3.3(b) of this Plan.                                                    

   1.60 "New Secured Notes" means the secured promissory notes to be
issued on the Effective Date by Reorganized ICG pursuant to Section 5.5 of      
this Plan for distribution to holders of Allowed Claims in Class S-5, with      
the terms and conditions substantially as set forth in Exhibit E to this        
Plan.                                                                           

    1.61 "New Securities" means, collectively, the Management Options,
New Common Shares, New Holdings Creditor Warrants, and New Secured Notes.       

1.62 "New Senior Subordinated Term Loan" means the new senior 
subordinated term loan to be made on the Effective Date to Reorganized ICG      
in the principal amount of $25 million, to be arranged by Cerberus Capital      
Management L.P., as contemplated by Section 5.15 of this Plan, with the         
terms and conditions substantially set forth in Exhibit H to this Plan.         

    1.63 "Non-Debtor Subsidiaries" means, collectively, the direct and
indirect subsidiaries of ICG listed on Schedule 1.63, which have not            
commenced Chapter 11 cases and thus are not Debtors.                            

    1.64 "Old Common Shares" means the common shares of ICG issued and
outstanding as of the Petition Date.                                            

 1.65 "Old Holdings Indentures" means Indentures (a) dated March
11, 1997, between Norwest, as trustee, and ICG Holdings, Inc., for the 11       
5/8% Senior Notes due 2007; (b) dated April 30, 1996, between Norwest, as       
trustee, and ICG Telecom Group, Inc. (f/k/a Intelcom Group, Inc.) for the       
12 1/2% Senior Notes due 2006; and (c) dated August 8, 1995, between            
Norwest, as trustee, and ICG Telecom Group, Inc. (f/k/a Intelcom Group,         
Inc.), for the 13 1/2% Senior Notes due 2005, pursuant to which the Old         
Holdings Notes were issued and are outstanding.                                 

  1.66 "Old Holdings Note Claims" means any Claim arising from the
Old Holdings Notes.                                                             

  1.67 "Old Holdings Notes" means the (a) the 11 5/8% Senior Notes
due 2007 issued by ICG Holdings, Inc.; (b) the 12 1/2% Senior Notes due         
2006 issued by ICG Telecom Group, Inc. (f/k/a Intelcom Group, Inc.); and        
(c) the 13 1/2% Senior Notes due 2005 issued by ICG Telecom Group, Inc.         
(f/k/a Intelcom Group, Inc.), issued and outstanding under the respective       
Old Holdings Indentures.                                                        

1.68 "Old Indentures" means, collectively, the Old Holdings   
Indentures and the Old Services Indentures.                                     

   1.69 "Old Note Claims" means, collectively, the Old Holdings Note
Claims and the Old Services Note Claims.                                        

  1.70 "Old Notes" means, collectively, the Old Holdings Notes and
the Old Services Notes.                                                         

  1.71 "Old Preferred Shares" means the preferred shares of any of
the Debtors issued and outstanding as of the Petition Date, including (i)       
ICG Communications, Inc. 8% Series A-1, A-2, and A-3 Convertible Preferred      
Securities Mandatorily Redeemable 2009; (ii) ICG Funding, LLC Exchangeable      
Limited Liability Company Preferred Securities Mandatorily Redeemable 2009;     
(iii) ICG Communications, Inc. 6 3/4% Preferred Stock Mandatorily               
Redeemable 2009; (iv) ICG Holdings, Inc. 14% Preferred Stock, Mandatorily       
Redeemable 2008; and (v) ICG Holdings, Inc. 14 1/4% Preferred Stock             
Mandatorily Redeemable 2007.                                                    

  1.72 "Old Securities" means collectively, the Old Common Shares,
the Old Preferred Shares, the Old Stock Options and the Old Notes.              

 1.73 "Old Services Indentures" means Indentures (a) dated April
27, 1998, between Norwest, as trustee, and ICG Services, Inc., for the 9        
7/8% Senior Notes due 2008; and (b) dated February 12, 1998, between            
Norwest, as trustee, and ICG Services, Inc., for the 10% Senior Notes due       
2008, pursuant to which the Old Services Notes were issued and are              
outstanding.                                                                    

  1.74 "Old Services Note Claims" means any Claim arising from the
Old Services Notes.                                                             

 1.75 "Old Services Notes" means the (a) 9 7/8% Senior Notes due
2008 issued by ICG Services, Inc.; and (b) the 10% Senior Notes due 2008,       
dated February 12, 1998 issued by ICG Services, Inc., issued and                
outstanding under the respective Old Services Indentures.                       

    1.76 "Old Stock Options" means the outstanding options to purchase
Old Common Shares or Old Preferred Shares, as of the Petition Date.             

1.77 "Other Priority Claim" means a Claim entitled to priority
pursuant to section 507(a) of the Bankruptcy Code other than a Priority Tax     
Claim or an Administrative Claim.                                               

  1.78 "Other Secured Claims" means all Secured Claims against any
of the Debtors, as the case may be, other than the Secured Lender Claims.       

  1.79 "Person" means Person as defined in section 101 (41) of the
Bankruptcy Code.                                                                

1.80 "Petition Date" means the date on which the Debtors filed
their petitions for relief commencing the Chapter 11 Case.                      

1.81 "Plan" means this Chapter 11 reorganization plan and all 
exhibits annexed hereto or referenced herein, as the same may be amended,       
modified or supplemented from time to time.                                     

    1.82 "Plan Exhibit" means any exhibit or schedule attached hereto.

  1.83 "Pre-Petition Credit Agreement" means the Credit Agreement,
dated as of August 12, 1999, among ICG, as borrower, the Lenders, Royal         
Bank of Canada, as administrative agent and collateral agent, Morgan            
Stanley Senior Funding, Inc., as sole book-runner and lead arranger for the     
Lenders, and BoA and Barclays Bank Plc as co-documentation agents, as           
amended.                                                                        

1.84 "Pre-Petition Credit Facility Agreements" mean the       
Pre-Petition Credit Agreement and the Credit                                    
Documents.                                                                      

1.85 "Priority Tax Claim" means a Claim that is entitled to   
priority pursuant to section 507(a)(8) of the Bankruptcy Code.                  

    1.86 "Professional" means any professional employed in the Chapter
11 Case pursuant to sections 327 or 1103 of the Bankruptcy Code or              
otherwise and any professionals seeking compensation or reimbursement of        
expenses in connection with the Chapter 11 Case pursuant to section             
503(b)(4) of the Bankruptcy Code.                                               

   1.87 "Professional Fee Claim" means a Claim of a Professional for
compensation or reimbursement of costs and expenses relating to services        
incurred after the Petition Date and prior to and including the Effective       
Date.                                                                           

  1.88 "Pro Rata" means, at any time, the proportion that the Face
Amount of a Claim in a particular Class bears to the aggregate Face Amount      
of all Claims (including Disputed Claims) in such Class, unless the Plan        
provides otherwise.                                                             

   1.89 "Proof of Claim" means the proof of claim that must be filed
by a holder of an Impaired Unsecured Claim by the Bar Date.                     

   1.90 "Quarterly Distribution Date" means the last Business Day of
the month following the end of each calendar quarter after the Effective        
Date; provided, however, that if the Effective Date is within 30 days of        
the end of a calendar quarter, the first Quarterly Distribution Date will       
be the last Business Day of the month following the end of the first            
calendar quarter after the calendar quarter in which the Effective Date         
falls.                                                                          

1.91 "Registration Rights Agreement" means an agreement to be 
entered into between Reorganized ICG and certain holders of General             
Unsecured Claims with respect to rights of registration as to the New           
Common Shares, in substantially the form set forth in Exhibit F to this         
Plan.                                                                           

  1.92 "Reinstated" or "Reinstatement" means (i) leaving unaltered
the legal, equitable, and contractual rights to which a Claim entitles the      
holder of such Claim or Interest so as to leave such Claim or Interest          
unimpaired in accordance with section 1124 of the Bankruptcy Code or (ii)       
notwithstanding any contractual provision or applicable law that entitles       
the holder of such Claim to demand or receive accelerated payment of such       
Claim or Interest after the occurrence of a default (a) curing any such         
default that occurred before or after the Petition Date, other than a           
default of a kind specified in section 365(b)(2) of the Bankruptcy Code;        
(b) reinstating the maturity of such Claim or Interest as such maturity         
existed before such default; (c) compensating the holder of such Claim or       
Interest for any damages incurred as a result of any reasonable reliance by     
such holder on such contractual provision or such applicable law; and (d)       
not otherwise altering the legal, equitable, or contractual rights to which     
such Claim or Interest entitles the holder of such Claim or Interest;           
provided, however, that any contractual right that does not pertain to the      
payment when due of principal and interest on the obligation on which such      
Claim or Interest is based, including, but not limited to, financial            
covenant ratios, negative pledge covenants, covenants or restrictions on        
merger or consolidation, and affirmative covenants regarding corporate          
existence prohibiting certain transactions or actions contemplated by the       
Plan, or conditioning such transactions or actions on certain factors,          
shall not be required to be reinstated in order to accomplish                   
Reinstatement.                                                                  

   1.93 "Reorganized Debtor(s)" means, individually, any Reorganized
Debtor and, collectively, all Reorganized Debtors, on or after the              
Effective Date.                                                                 

1.94 "Reorganized Subsidiary Debtor(s)" means, individually, a
Reorganized Subsidiary Debtor, and, collectively, all Reorganized               
Subsidiary Debtors, on or after the Effective Date.                             

   1.95 "Reorganized ICG" means reorganized ICG or its successor, on
and after the Effective Date.                                                   

    1.96 "Restructuring Transactions" has the meaning ascribed thereto
in Section 5.4 of this Plan.                                                    

    1.97 "Schedules" means the schedules of assets and liabilities and
the statements of financial affairs, if any, filed in the Bankruptcy Court      
by the Debtors as such schedules or statements as may be amended or             
supplemented from time to time in accordance with Fed. R. Bankr. P. 1009 or     
orders of the Bankruptcy Court.                                                 

 1.98 "Secured Claim" means a Claim that is secured by a Lien on
property in which an Estate has an interest or that is subject to setoff        
under section 553 of the Bankruptcy Code, to the extent of the value of the     
Claim holder's interest in the Estate's interest in such property or to the     
extent of the amount subject to setoff, as applicable, as determined            
pursuant to section 506(a) of the Bankruptcy Code.                              

1.99 "Secured Lender Claim" means a Claim of a Lender arising 
under or as a result of the Pre-Petition Credit Facility Agreement, which       
Claims shall be deemed Allowed pursuant to this Plan in the aggregate           
amount of $84,573,943.83 million.                                               

1.100 "Securities Act" means the Securities Act of 1933, 15   
U.S.C.ss.ss.77a-77aa, as now in effect or hereafter amended.                    

    1.101 "Services Debtors" means, collectively, ICG Equipment, Inc.,
ICG Mountain View, Inc., ICG NetAhead, Inc., and ICG Services, Inc.             

    1.102 "Services Interests" means the common stock of ICG Services,
Inc., together with any other options, warrants, conversation rights,           
rights of first refusal, or other rights, contractual or otherwise, to          
acquire or receive any common or preferred stock or other equity interest       
in any of the Services Debtors (other than Subsidiary Interests), and any       
contracts, subscriptions, commitments or agreements pursuant to which a         
party was or could have been entitled to receive shares, securities, or         
other ownership interests in any of the Services Debtors (other than            
Subsidiary Interests).                                                          

    1.103 "Special Committee" means the Special Committee of the Board
of Directors of ICG, which is comprised of Messrs. William J. Laggett, John     
U. Moorhead, II, Leontis Teryazos, and Walter Threadgill.                       

   1.104 "Subordinated Claims" means any Claim subordinated pursuant
to sections 510(b) or (c) of the Bankruptcy Code, which shall include any       
Claim arising from the rescission of a purchase or sale of any Old              
Security, any Claim for damages arising from the purchase or sale of an Old     
Security, or any Claim for reimbursement, contribution or indemnification       
on account of any such Claim.                                                   

 1.105 "Subsidiaries" mean, collectively, the Subsidiary Debtors
and the Non-Debtor Subsidiaries.                                                

1.106 "Subsidiary Debtors" means the direct and indirect      
subsidiaries of ICG listed on Schedule 1.106, each of which are Debtors.        

  1.107 "Subsidiary Interests" means, collectively, the issued and
outstanding shares of common stock of the Subsidiary Debtors directly or        
indirectly owned by ICG, as of the Petition Date.                               

1.108 "Substantial Contribution Claim" means a claim for      
compensation or reimbursement of expenses incurred in making a substantial      
contribution in the Chapter 11 Case pursuant to section 503(b)(3),(4), or       
(5) of the Bankruptcy Code.                                                     

  1.109 "Unimpaired" means, when used with reference to a Claim or
Interest, a Claim or Interest that is not impaired within the meaning of        
section 1124 of the Bankruptcy Code.                                            

1.110 "Unimpaired Claim" means a Claim that is not an Impaired
Claim.                                                                          

    1.111 "Voting Record Date" means the voting record date for voting
to accept or reject this Plan, as determined by the Bankruptcy Court.           

C.       Rules of Interpretation                                                

For purposes of the Plan (a) any reference in the Plan to a   
contract, instrument, release, indenture, or other agreement or documents       
being in a particular form or on particular terms and conditions means that     
such document shall be substantially in such form or substantially on such      
terms and conditions, (b) any reference in the Plan to an existing document     
or exhibit filed or to be filed means such document or exhibit as it may        
have been or may be amended, modified, or supplemented, (c) unless              
otherwise specified, all references in the Plan to sections, articles,          
schedules, and exhibits are references to sections, articles, schedules,        
and exhibits of or to the Plan, (d) the words "herein" and "hereto" refer       
to the Plan in its entirety rather than to a particular portion of the          
Plan, (e) captions and headings to articles and sections are inserted for       
convenience of reference only and are not intended to be a part of or to        
affect the interpretation of the Plan, and (f) the rules of construction        
set forth in section 102 of the Bankruptcy Code and in the Bankruptcy Rules     
shall apply.                                                                    

D.       Computation of Time                                                    

    In computing any period of time prescribed or allowed by the Plan,
the provisions of Fed. R. Bankr. P. 9006(a) shall apply.                        

E.       Governing Law                                                          

Unless a rule of law or procedure is supplied by federal law  
(including the Bankruptcy Code and Bankruptcy Rules), the laws of (i) the       
State of Delaware shall govern the construction and implementation of the       
Plan and any agreements, documents, and instruments executed in connection      
with the Plan and (ii) the laws of the state of incorporation of each           
Debtor shall govern corporate governance matters with respect to such           
Debtor, in either case without giving effect to the principles of conflicts     
of law thereof.                                                                 

ARTICLE II    

CLASSIFICATION OF CLAIMS AND INTERESTS    

2.1      Introduction                                         

The Plan is premised on the substantive consolidation of the  
Estates that comprise the Holdings Debtors, and the Estates that comprise       
the Services Debtors, respectively, for purposes of voting on,                  
distributions under, and Confirmation of the Plan only, as provided in          
Section 6.1 of the Plan. The Plan does not provide for the substantive          
consolidation of the Holdings Debtors and the Services Debtors.                 

 In accordance with section 1123(a)(1) of the Bankruptcy Code,
Administrative Claims and Priority Tax Claims, have not been classified,        
and the respective treatment of such unclassified claims is set forth in        
Section 3.1 of the Plan.                                                        

 A Claim or Interest is placed in a particular Class only to the
extent that the Claim or Interest falls within the description of that          
Class. A Claim may be and is classified in other Classes to the extent that     
any portion of the Claim or Interest falls within the description of such       
other Classes. A Claim is also placed in a particular Class only to the         
extent that such Claim is an Allowed Claim in that Class and such Claim has     
not been paid, released, or otherwise settled prior to the Effective Date.      

2.2 Classification of Unimpaired Holdings Debtors' Claims and 
Interests                                                                       

         (a)      Class H-1: Other Priority Claims Against the
Holdings Debtors          

                     Class H-1 consists of all Other Priority Claims
   against the Holdings Debtors.

        (b)      Class H-2: Other Secured Claims Against the
Holdings Debtors          

                   Class H-2 consists of separate subclasses for
                 each Other Secured Claim against a Holdings
                     Debtor secured by a Lien upon property in which
                    a Holdings Debtor Estate has an interest. Each
                   subclass is deemed to be a separate Class for
             all purposes under the Bankruptcy Code.

  2.3      Classification of Impaired Holdings Debtors' Claims and
Interests.                                  

      (a)      Class H-3: Convenience Claims Against the
Holdings Debtors          

                  Class H-3 consists of all Convenience Claims
   against the Holdings Debtors.

            (b)      Class H-4: General Unsecured Claims Against the
Holdings Debtors          

                 Class H-4 consists of all General Unsecured
          Claims against the Holdings Debtors.

             (c)      Class H-5: ICG Interests and Subordinated Claims
  Against the Holdings Debtors

                     Class H-5 consists of all ICG Interests and any
              Subordinated Claims against the Holdings
Debtors.                  

    2.4      Classification of Unimpaired Services Debtors' Claims and
Interests Against the Holdings Debtors                                          

         (a)      Class S-1: Other Priority Claims Against the
Services Debtors          

                     Class S-1 consists of all Other Priority Claims
   against the Services Debtors.

        (b)      Class S-2: Other Secured Claims Against the
Services Debtors          

                   Class S-2 consists of separate subclasses for
                 each Other Secured Claim against a Services
                     Debtor secured by a Lien upon property in which
                    a Services Debtor Estate has an interest. Each
                   subclass is deemed to be a separate Class for
             all purposes under the Bankruptcy Code.

  2.5      Classification of Impaired Services Debtors' Claims and
Interests                                   

      (a)      Class S-3: Convenience Claims Against the
Services Debtors          

                  Class S-3 consists of all Convenience Claims
   against the Services Debtors.

            (b)      Class S-4: General Unsecured Claims Against the
Services Debtors          

                 Class S-4 consists of all General Unsecured
          Claims against the Services Debtors.

(c)      Class S-5:  Secured Lender Claims  

                      Class S-5 consists of all Secured Lender Claims.

           (d)      Class S-6: Services Interests and Subordinated
         Claims Against the Services Debtors

                      Class S-6 consists of the Services Interests and
              Subordinated Claims Against the Services
Debtors.                  

ARTICLE III     

TREATMENT OF CLAIMS AND INTERESTS     

3.1      Unclassified Claims                                  

(a)      Administrative Claims              

Except as otherwise provided for herein, and subject to the   
requirements of Sections 12.1 - 12.3 of this Plan, on, or as soon as            
reasonably practicable after, the latest of (i) the Distribution Date, (ii)     
the date such Administrative Claim becomes an Allowed Administrative Claim,     
or (iii) the date such Administrative Claim becomes payable pursuant to any     
agreement between a Debtor and the holder of such Administrative Claim,         
each holder of an Allowed Administrative Claim shall receive in full            
satisfaction, settlement, release, and discharge of and in exchange for         
such Allowed Administrative Claim (x) Cash equal to the unpaid portion of       
such Allowed Administrative Claim or (y) such other treatment as to which       
the applicable Debtor, and such holder shall have agreed upon in writing;       
provided, however, that Allowed Administrative Claims with respect to           
liabilities incurred by a Debtor in the ordinary course of business during      
the Chapter 11 Case shall be paid in the ordinary course of business in         
accordance with the terms and conditions of any agreements relating             
thereto.                                                                        

(b)      Priority Tax Claims                

  Each holder of an Allowed Priority Tax Claim, at the sole option
of the Debtors, shall be entitled to receive on account of such Allowed         
Priority Tax Claim, in full satisfaction, settlement, release and discharge     
of and in exchange for such Allowed Priority Tax Claim, (i) equal Cash          
payments made on the last Business Day of every three (3) month period          
following the Effective Date, over a period not to exceed six (6) years         
after the assessment of the tax on which such Claim is based, totaling the      
principal amount of such Claim plus simple interest on any outstanding          
balance from the Effective Date calculated at the interest rate available       
on ninety (90) day United States Treasuries on the Effective Date or (ii)       
such other treatment agreed to by the Allowed Priority Tax Claim holder and     
the Debtors.                                                                    

       3.2      Unimpaired Classes of Holdings Debtors' Claims and Interests

         (a)      Class H-1: Other Priority Claims Against the
Holdings Debtors          

   On, or as soon as reasonably practicable after, the latest of (i)
the Distribution Date, (ii) the date such Claim becomes an Allowed Class        
H-1 Claim, or (iii) the date such Class H-1 Claim becomes payable pursuant      
to any agreement between a Holdings Debtor and the holder of such Class H-1     
Claim, each holder of an Allowed Class H-1 Claim shall receive, in full         
satisfaction, settlement, release, and discharge of and in exchange for         
such Allowed Class H-1 Claim (x) Cash equal to the unpaid portion of such       
Allowed Class H-1 Claim or (y) such other treatment as to which a Debtor        
and such holder shall have agreed upon in writing.                              

        (b)      Class H-2: Other Secured Claims Against the
Holdings Debtors          

    On the Effective Date, the legal, equitable and contractual rights
of holders of Allowed Class H-2 Claims shall be Reinstated, subject to the      
provisions of Article VIII of this Plan. The Holdings Debtors' failure to       
object to any such Class H-2 Claims in the Chapter 11 Cases shall be            
without prejudice to the Holdings Debtors' or the Reorganized Debtors'          
right to contest or otherwise defend against such Claim in the appropriate      
forum when and if such Claim is sought to be enforced by the holder of such     
Claim. Notwithstanding section 1141(c) or any other provision of the            
Bankruptcy Code, all pre-petition liens on property of any Holdings Debtor      
held by or on behalf of the Class H-2 Claim holders with respect to such        
Claims shall survive the Effective Date and continue in accordance with the     
contractual terms of the underlying agreements with such Claim holders          
until, as to each such Claim holder, the Allowed Claims of such Class H-2       
Claim holder are paid in full, subject to the provisions of Article VIII of     
this Plan. Nothing in this Section 3.2(b) or elsewhere in this Plan shall       
preclude the Holdings Debtors or Reorganized Debtors from challenging the       
validity of any alleged lien on any asset of a Holdings Debtor or the value     
of such Collateral.                                                             

     3.3      Impaired Classes of Holdings Debtors' Claims and Interests

      (a)      Class H-3: Convenience Claims Against the
Holdings Debtors          

   On or as soon as reasonably practicable after the Effective Date,
each holder of an Allowed Class H-3 Claim shall receive, in full                
satisfaction, settlement, release, and discharge of an in exchange for such     
Allowed Class H-3 Claim, Cash equal to fifty percent (50%) of the amount of     
such Allowed Claim.                                                             

            (b)      Class H-4: General Unsecured Claims Against the
Holdings Debtors          

   On or as soon as reasonably practicable after the Effective Date,
each holder of an Allowed Class H-4 Claim, shall receive, in full               
satisfaction, settlement, release and discharge of and in exchange for such     
Allowed Class H-4 Claim:                                                        

         (x) its Pro Rata share of 100% of the Class H-4 Stock
Pool; plus                                                                      

           (y) if Class H-4 votes to accept the Plan, its Pro Rata
Share of 100% of the New Holdings Creditor Warrants. If Class H-4 votes         
against the Plan, holders of Allowed Class H-4 Claims shall not receive the     
New Holdings Creditor Warrants and such warrants shall not be issued.           

             (c)      Class H-5: ICG Interests and Subordinated Claims
  Against the Holdings Debtors

  The holders of ICG Interests and Subordinated Claims against the
Holdings Debtors shall not receive or retain any property under the Plan on     
account of such Interests or Claims. On the Effective Date, all of the ICG      
Interests shall be deemed cancelled and extinguished.                           

       3.4      Unimpaired Classes Of Services Debtors' Claims and Interests

         (a)      Class S-1: Other Priority Claims Against the
Services Debtors          

   On, or as soon as reasonably practicable after, the latest of (i)
the Distribution Date, (ii) the date such Claim becomes an Allowed Class        
S-1 Claim, or (iii) the date such Class S-1 Claim becomes payable pursuant      
to any agreement between a Services' Debtor and the holder of such Class        
S-1 Claim, each holder of an Allowed Class S-1 Claim shall receive, in full     
satisfaction, settlement, release, and discharge of and in exchange for         
such Allowed Class S-1 Claim (x) Cash equal to the unpaid portion of such       
Allowed Class S-1 Claim or (y) such other treatment as to which a Debtor        
and such holder shall have agreed upon in writing.                              

        (b)      Class S-2: Other Secured Claims Against the
Services Debtors          

    On the Effective Date, the legal, equitable and contractual rights
of holders of Allowed Class S-2 Claims shall be Reinstated, subject to the      
provisions of Article VIII of this Plan. The Services Debtors' failure to       
object to any such Class S-2 Claims in the Chapter 11 Cases shall be            
without prejudice to the Services Debtors' or the Reorganized Debtors'          
right to contest or otherwise defend against such Claim in the appropriate      
forum when and if such Claim is sought to be enforced by the holder of such     
Claim. Notwithstanding section 1141(c) or any other provision of the            
Bankruptcy Code, all pre-petition liens on property of any Services Debtor      
held by or on behalf of the Class S-2 Claim holders with respect to such        
Claims shall survive the Effective Date and continue in accordance with the     
contractual terms of the underlying agreements with such Claim holders          
until, as to each such Claim holder, the Allowed Claims of such Class S-2       
Claim holder are paid in full, subject to the provisions of Article VIII of     
this Plan. Nothing in this Section 3.4(b) or elsewhere in this Plan shall       
preclude the Debtors or Reorganized Debtors from challenging the validity       
of any alleged lien on any asset of a Debtor or the value of such               
Collateral.                                                                     

     3.5      Impaired Classes Of Services Debtors' Claims and Interests

      (a)      Class S-3: Convenience Claims Against the
Services Debtors          

   On or as soon as reasonably practicable after the Effective Date,
each holder of an Allowed Class S-3 Claim shall receive, in full                
satisfaction, settlement, release, and discharge of and in exchange for         
such Allowed Class S-3 Claim, Cash equal to fifty percent (50%) of the          
amount of such Allowed Claim.                                                   

            (b)      Class S-4: General Unsecured Claims Against the
Services Debtors          

   On or as soon as reasonably practicable after the Effective Date,
each holder of an Allowed Class S-4 Claim, shall receive, in full               
satisfaction, settlement, release and discharge of and in exchange for such     
Allowed Class S-4 Claim, its Pro Rata share of 100% of the Class S-4 Stock      
Pool.                                                                           

(c)      Class S-5:  Secured Lender Claims  

  On the Effective Date, each holder of an Allowed Class S-5 Claim
shall receive, in full satisfaction, settlement, release, and discharge of      
and in exchange for such Allowed Class S-5 Claim, its Pro Rata share of (i)     
$25 million in Cash and (ii) one-hundred percent (100%) of the New Secured      
Notes.                                                                          

           (d)      Class S-6: Services Interests and Subordinated
Claims                    

   The holders of Services Interests and Subordinated Claims against
the Services Debtors shall not receive or retain any property under the         
Plan on account of such Interests or Claims. On the Effective Date, all of      
the Services Interests shall be deemed cancelled and extinguished.              

3.6      Reservation of Rights Regarding Claims               

    Except as otherwise explicitly provided in the Plan, nothing shall
affect the Debtors' or Reorganized Debtors' rights and defenses, both legal     
and equitable, with respect to any Claims, including, but not limited to,       
all rights with respect to legal and equitable defenses to alleged rights       
of setoff or recoupment.                                                        

ARTICLE IV    

ACCEPTANCE OR REJECTION OF THE PLAN     

     4.1      Impaired Classes of Claims and Interests Entitled to Vote.

   Subject to Section 4.4 of the Plan, Claim and Interest holders in
each Impaired Class of Claims or Interests are entitled to vote as a class      
to accept or reject the Plan.                                                   

4.2      Acceptance by an Impaired Class.                     

In accordance with section 1126(c) of the Bankruptcy Code and 
except as provided in section 1126(e) of the Bankruptcy Code, an Impaired       
Class of Claims shall have accepted the Plan if the Plan is accepted by the     
holders of at least two-thirds (2/3) in dollar amount and more than             
one-half (1/2) in number of the Allowed Claims of such Class that have          
timely and properly voted to accept or reject the Plan.                         

4.3      Presumed Acceptances by Unimpaired Classes.          

  Classes H-1, H-2, S-1, and S-2 are Unimpaired by the Plan. Under
section 1126(f) of the Bankruptcy Code, such Claim holders are conclusively     
presumed to accept the Plan, and the votes of such Claim holders will not       
be solicited.                                                                   

4.4      Classes Deemed to Reject Plan.                       

Holders of Interests and Claims in Classes H-5 and S-6 are not
entitled to receive or retain any property under the Plan. Under section        
1126(g) of the Bankruptcy Code, Class H-5 and S-6 Interest and Claim            
holders are deemed to reject the Plan, and the votes of such Interest or        
Claim holders will not be solicited.                                            

4.5      Summary of Classes Voting on the Plan.               

    As a result of the provisions of Sections 4.1, 4.3 and 4.4 of this
Plan, the votes of holders of Claims in Classes H-3, H-4, S-3, S-4, and S-5     
will be solicited with respect to this Plan.                                    

     4.6      Confirmation Pursuant to Section 1129(b) of the Bankruptcy
Code.                                                                           

To the extent that any Impaired Class rejects the Plan or is  
deemed to have rejected the Plan, the Debtors will request confirmation of      
the Plan, as it may be modified from time to time, under section 1129(b) of     
the Bankruptcy Code. The Debtors reserve the right to alter, amend, modify,     
revoke or withdraw the Plan or any Plan Exhibit or Schedule, including to       
amend or modify it to satisfy the requirements of section 1129(b) of the        
Bankruptcy Code, if necessary.                                                  

ARTICLE V     

MEANS FOR IMPLEMENTATION OF THE PLAN    

5.1      Continued Corporate Existence                        

  Subject to the Restructuring Transactions defined in Section 5.4
of the Plan, the Reorganized Debtors shall continue to exist after the          
Effective Date as separate corporate entities, in accordance with the           
applicable law in the respective jurisdictions in which they are                
incorporated and pursuant to their respective certificates or articles of       
incorporation and by-laws in effect prior to the Effective Date, except to      
the extent such certificates or articles of incorporation and by-laws are       
amended by this Plan.                                                           

5.2      Cancellation Of Old Securities And Agreements        

           (a) On the Effective Date, except as otherwise provided
for herein, (a) the Old Securities and any other note, bond, indenture, or      
other instrument or document evidencing or creating any indebtedness or         
obligation of a Debtor, shall be canceled, and (b) the obligations of the       
Debtors and the Indenture Trustees under any agreements, indentures or          
certificates of designations governing the Old Securities and any other         
note, bond, indenture or other instrument or document evidencing or             
creating any indebtedness or obligation of a Debtor, as the case may be,        
shall be discharged.                                                            

     (b) Notwithstanding the foregoing, the applicable
provisions of the Old Indentures shall continue in effect solely for the        
purposes of permitting the respective Indenture Trustees to make                
distributions to holders of Old Note Claims, pursuant to this Plan. Except      
as provided in any contract, instrument or other agreement or document          
entered into or delivered in connection with this Plan, on the Effective        
Date and immediately following the completion of distributions to holders       
of Claims in Classes H-4 and S-4, the Indenture Trustees shall be released      
from all duties, without any further action on the part of the Debtors or       
Reorganized ICG.                                                                

5.3      Certificates of Incorporation and By-laws            

  The certificate or articles of incorporation and by-laws of each
Debtor shall be amended as necessary to satisfy the provisions of the Plan      
and the Bankruptcy Code and shall include, among other things, pursuant to      
section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the          
issuance of non-voting equity securities, but only to the extent required       
by section 1123(a)(6) of the Bankruptcy Code. The amended Certificate of        
Incorporation and By- laws of Reorganized ICG shall be in substantially the     
form attached to this Plan as Exhibits A and B, respectively, subject to        
modification to incorporate applicable provisions of the terms and              
conditions for the purchase of the New Convertible Notes, as set forth on       
Exhibit G to this Plan.                                                         

5.4      Restructuring Transactions                           

      (a) On or after the Effective Date, the applicable
Reorganized Debtors may enter into such transactions and may take such          
actions as may be necessary or appropriate to effect a corporate                
restructuring of their respective businesses, to otherwise simplify the         
overall corporate structure of the Reorganized Debtors, or to reincorporate     
certain of the Subsidiary Debtors under the laws of jurisdictions other         
than the laws of which the applicable Subsidiary Debtors are presently          
incorporated. Such restructuring may include one or more mergers,               
consolidations, restructures, dispositions, liquidations, or dissolutions,      
as may be determined by the Debtors or Reorganized Debtors to be necessary      
or appropriate (collectively, the "Restructuring Transactions"). The            
actions to effect the Restructuring Transactions may include: (a) the           
execution and delivery of appropriate agreements or other documents of          
merger, consolidation, restructuring, disposition, liquidation, or              
dissolution containing terms that are consistent with the terms of the Plan     
and that satisfy the applicable requirements of applicable state law and        
such other terms to which the applicable entities may agree; (b) the            
execution and delivery of appropriate instruments of transfer, assignment,      
assumption, or delegation of any asset, property, right, liability, duty,       
or obligation on terms consistent with the terms of the Plan and having         
such other terms to which the applicable entities may agree; (c) the filing     
of appropriate certificates or articles of merger, consolidation, or            
dissolution pursuant to applicable state law; and (d) all other actions         
that the applicable entities determine to be necessary or appropriate,          
including making filings or recordings that may be required by applicable       
state law in connection with such transactions. The Restructuring               
Transactions may include one or more mergers, consolidations, restructures,     
dispositions, liquidations, or dissolutions, as may be determined by the        
Reorganized Debtors to be necessary or appropriate to result in                 
substantially all of the respective assets, properties, rights,                 
liabilities, duties, and obligations of certain of the Reorganized Debtors      
vesting in one or more surviving, resulting, or acquiring corporations. In      
each case in which the surviving, resulting, or acquiring corporation in        
any such transaction is a successor to a Reorganized Debtor, such               
surviving, resulting, or acquiring corporation will perform the obligations     
of the applicable Reorganized Debtor pursuant to the Plan to pay or             
otherwise satisfy the Allowed Claims against such Reorganized Debtor,           
except as provided in any contract, instrument, or other agreement or           
document effecting a disposition to such surviving, resulting, or acquiring     
corporation, which may provide that another Reorganized Debtor will perform     
such obligations.                                                               

            (b) As part of the Restructuring Transactions, on, prior
to, or as soon as practicable after, the Effective Date, Reorganized ICG        
shall take whatever steps are necessary and appropriate to wind-up and          
terminate the following entities' corporate existence, including to             
transfer the assets of such entity (including Subsidiary Interests) to such     
other of the Debtors as the Debtors may determine: ICG Funding, LLC             
(Delaware); ICG Services, Inc. (Delaware); ICG Telecom of San Diego, L.P.       
(CA Limited Partnership); ICG Telecom Canada, Inc. (Federal Canadian);          
Zycom Corporation (Alberta, Canada); Zycom Corporation (Texas); Zycom           
Network Services, Inc. (Texas); and ICG NetAhead, Inc. (Delaware). As part      
of the Restructuring Transactions, the following transactions will occur:       
(i) the holders of Allowed General Unsecured Claims of ICG Holdings, Inc.,      
which are classified in Class H-4, will contribute such Claims to ICG           
Holdings, Inc. in exchange for New Common Shares necessary to fund the          
Class H-4 Stock Pool; and (ii) ICG Services, Inc. will contribute ICG           
Equipment, Inc. and ICG Mountain View, Inc. to ICG Holdings, Inc. in            
exchange for New Common Shares necessary to fund the Class S-4 Stock Pool,      
and the Disbursing Agent shall, on behalf of ICG Services, Inc., distribute     
such New Common Shares to the holders of Allowed General Unsecured Claims       
of ICG Services, Inc., which are classified in Class S-4, in satisfaction       
of such Claims and in complete liquidation of ICG Services, Inc.                

5.5      Issuance of New Securities                           

On the Effective Date, Reorganized ICG shall issue for        
distribution in accordance with the terms of the Plan: (a) $59,573,943.83       
in principal amount of New Secured Notes to holders of Allowed Claims in        
Class S-5; (b) eight (8) million shares of New Common Shares to the holders     
of Allowed Claims in Classes H-4 and S-4; and (c) the New Holdings Creditor     
Warrants to holders of Allowed Claims in Class H-4 if Class H-4 accepts the     
Plan. The issuance of all of the New Securities, and the distribution           
thereof shall be exempt from registration under applicable securities laws      
pursuant to section 1145 of the Bankruptcy Code. Without limiting the           
effect of section 1145 of the Bankruptcy Code, on the Effective Date,           
Reorganized ICG will enter into a Registration Rights Agreement with each       
Allowed Class H-4 or S-4 Claim holder (a) who by virtue of holding New          
Common Shares and/or its relationship with Reorganized ICG could reasonably     
be deemed to be an "underwriter" or "affiliate" (as such terms are used         
within the meaning of applicable securities laws) of Reorganized ICG, and       
(b) who requests in writing that Reorganized ICG execute such agreement.        
The Registration Rights Agreements may contain certain demand and piggyback     
registration rights for the benefit of the signatories thereto. The             
Registration Rights Agreement shall be in substantially the form attached       
to this Plan as Exhibit F. Reorganized ICG shall use reasonable efforts to      
have the New Common Shares listed for trading on a national securities          
exchange.                                                                       

5.6      Compensation And Benefit Programs                    

      (a) Except and to the extent previously assumed or
rejected by an order of the Bankruptcy Court on or before the Confirmation      
Date, all employee compensation and benefit programs of the Debtors,            
including programs subject to sections 1114 and 1129(a)(13) of the              
Bankruptcy Code, entered into before or after the Petition Date and not         
since terminated, shall be deemed to be, and shall be treated as though         
they are, executory contracts that are assumed under Section 7.1 of this        
Plan.                                                                           

          (b) On or about the Effective Date, management and the
designated employees of Reorganized ICG and the other Reorganized Debtors       
shall receive stock options which are more specifically described in the        
Management Option Plan. The Management Option Plan shall be substantially       
in the form as Exhibit C to this Plan.                                          

5.7      Directors And Officers of Reorganized Debtors        

        (a) Appointment. The existing senior officers of ICG
shall serve initially in the same capacities after the Effective Date for       
Reorganized ICG. The initial board of directors of Reorganized ICG shall        
consist of nine (9) directors. Cerberus Capital Management, L.P. shall be       
entitled to appoint five (5) directors; W.R. Huff Asset Management Co.,         
L.L.C. shall be entitled to appoint two (2) directors; the Creditors'           
Committee shall be entitled to appoint one (1) director, and the Chief          
Executive Officer shall be a director. All of the selected directors shall      
be reasonably acceptable to the Chief Executive Officer and the Creditors'      
Committee. The Chief Executive Officer shall be Chairman of the board of        
directors. The Persons designating board members shall file with the            
Bankruptcy Court and give to ICG written notice of the identities of such       
members no later than three (3) Business Days before the date of the            
Confirmation Hearing.                                                           

            (b) Terms. Reorganized ICG board members shall serve for
an initial two (2) year term commencing on the Effective Date as determined     
by the Debtors. If agreed upon by the Debtors and the Creditors' Committee,     
the terms for board members may be staggered.                                   

    (c) Vacancies. Until the first annual meeting of
shareholders of Reorganized ICG after the Effective Date, any vacancy in        
the directorship shall be filled by a person designated by such director        
(or the entity that originally designated such director) as a replacement       
to serve out the remainder of the applicable term.                              

5.8      Revesting Of Assets; Releases of Liens               

  The property of each Debtor's Estate, together with any property
of each Debtor that is not property of its Estate and that is not               
specifically disposed of pursuant to the Plan, shall revest in the              
applicable Debtor on the Effective Date, subject to the Restructuring           
Transactions. Thereafter, each Debtor may operate its business and may use,     
acquire, and dispose of property free of any restrictions of the Bankruptcy     
Code, the Bankruptcy Rules, and the Bankruptcy Court. As of the Effective       
Date, all property of each Debtor shall be free and clear of all Claims and     
Interests, except as specifically provided in the Plan or the Confirmation      
Order. Without limiting the generality of the foregoing, each Debtor may,       
without application to or approval by the Bankruptcy Court, pay fees that       
it incurs after the Effective Date for reasonable professional fees and         
expenses.                                                                       

5.9      Preservation Of Rights Of Action                     

Except as otherwise provided in this Plan or the Confirmation 
Order, or in any contract, instrument, release, indenture or other              
agreement entered into in connection with the Plan, in accordance with          
section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall           
retain and may enforce, sue on, settle, or compromise (or decline to do any     
of the foregoing) all Litigation Claims that the Debtors or the Estates may     
hold against any Person or entity. Each Debtor or its successor(s) may          
pursue such retained Litigation Claims as appropriate, in accordance with       
the best interests of the Reorganized Debtor or its successor(s) who hold       
such rights. Schedule 5.9 to the Plan contains a non- exclusive list of         
claims or causes of actions that the Debtors hold or may hold either in         
pending or potential litigation. The Debtors reserve their right to modify      
Schedule 5.9 to add or delete parties or causes of action, but disclaim any     
obligation to do so.                                                            

5.10     Effectuating Documents; Further Transactions         

    The Chief Executive Officer, chief financial officer, or any other
appropriate officer of ICG or any applicable Debtor, as the case may be,        
shall be authorized to execute, deliver, file, or record such contracts,        
instruments, releases, indentures, and other agreements or documents, and       
take such actions as may be necessary or appropriate to effectuate and          
further evidence the terms and conditions of the Plan. The secretary or         
assistant secretary of ICG or any applicable Debtor, as the case may be,        
shall be authorized to certify or attest to any of the foregoing actions.       

5.11     Exemption From Certain Transfer Taxes                

   Pursuant to section 1146(c) of the Bankruptcy Code, any transfers
from a Debtor to a Reorganized Debtor or any other Person or entity             
pursuant to the Plan in the United States shall not be subject to any           
document recording tax, stamp tax, conveyance fee, intangibles or similar       
tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording      
tax or other similar tax or governmental assessment, and the Confirmation       
Order shall direct the appropriate state or local governmental officials or     
agents to forego the collection of any such tax or governmental assessment      
and to accept for filing and recordation any of the foregoing instruments       
or other documents without the payment of any such tax or governmental          
assessment.                                                                     

5.12     Releases and Related Matters                         

(a)      Releases by Debtors                

    As of the Effective Date, for good and valuable consideration, the
adequacy of which is hereby confirmed, the Debtors and Reorganized Debtors      
will be deemed to forever release, waive and discharge all claims,              
obligations, suits, judgments, damages, demands, debts, rights, causes of       
action and liabilities whatsoever in connection with or related to the          
Debtors and the Subsidiaries, the Chapter 11 Case or the Plan (other than       
the rights of the Debtors or Reorganized Debtors to enforce the Plan and        
the contracts, instruments, releases, indentures, and other agreements or       
documents delivered thereunder) whether liquidated or unliquidated, fixed       
or contingent, matured or unmatured, known or unknown, foreseen or              
unforseen, then existing or thereafter arising, in law, equity or otherwise     
that are based in whole or part on any act, omission, transaction, event or     
other occurrence taking place on or prior to the Effective Date in any way      
relating to the Debtors, the Reorganized Debtors or their Subsidiaries, the     
Chapter 11 Case or the Plan, and that may be asserted by or on behalf of        
the Debtors or their Estates or the Reorganized Debtors against (i) the         
Debtors' or Subsidiaries' present and former directors, officers,               
employees, agents and professionals as of the Petition Date or thereafter,      
(ii) the Creditors' Committee and its members, agents and professionals,        
and (iii) the Lenders, the agents under the Pre-Petition Credit Agreement,      
and their respective agents and professionals; provided that this release       
shall exclude Mr. Shelby Bryan unless Mr. Bryan executes a release in a         
form and substance acceptable to the Debtors that provides for a full           
release of any Claims or claims asserted or that could be asserted by Mr.       
Bryan or any of his affiliates against any Debtor or affiliate of any           
Debtor, and any present or former officer or director of any such entity.       

       (b)      Release by Holders of Claims and Interests

    As of the Effective Date, for good and valuable consideration, the
adequacy of which is hereby confirmed, each holder of a Claim or Interest       
that affirmatively elects to do so on its Ballot (which election shall be       
independent of the vote on the Plan), shall have agreed to forever release,     
waive and discharge all claims, obligations, suits, judgments, damages,         
demands, debts, rights, causes of action and liabilities whatsoever in          
connection with or related to the Debtors and the Subsidiaries, the Chapter     
11 Case or the Plan (other than the obligations of the Debtors or               
Reorganized Debtors to perform under the Plan and the contracts,                
instruments, releases, indentures, and other agreements or documents            
delivered thereunder) whether liquidated or unliquidated, fixed or              
contingent, matured or unmatured, known or unknown, foreseen or unforseen,      
then existing or thereafter arising, in law, equity or otherwise that are       
based in whole or part on any act, omission, transaction, event or other        
occurrence taking place on or prior to the Effective Date in any way            
relating to the Debtors, the Reorganized Debtors or their Subsidiaries, the     
Chapter 11 Case or the Plan, against (i) the Debtors and their                  
Subsidiaries, (ii) the Debtors' and their Subsidiaries' present and former      
directors, officers, employees, agents and professionals as of the Petition     
Date or thereafter, (iii) the Creditors' Committee and its members, agents      
and professionals, and (iv) the Lenders, the agents under the Pre-Petition      
Credit Agreement, and their respective agents and professionals                 

(c)      Injunction Related to Releases     

   As further provided in Article XII of this Plan, the Confirmation
Order will enjoin the prosecution, whether directly, derivatively or            
otherwise, of any claim, obligation, suit, judgment, damage, demand, debt,      
right, cause of action, liability or interest released, discharged or           
terminated pursuant to the Plan.                                                

5.13     Lucent Settlement                                    

  On the Effective Date, the Debtors and Lucent Technologies, Inc.
(together with its subsidiaries and affiliates, "Lucent") shall enter into      
the settlement agreement in substantially the form set forth on Plan            
Schedule 5.13, in full satisfaction of all claims and disputes between the      
parties arising out of agreements, acts or events in existence or occurring     
prior to the Effective Date.                                                    

5.14     Cisco Settlement                                     

On the Effective Date, the Debtors and Cisco Systems, Inc. and
Cisco Capital (collectively, "Cisco") shall enter into the settlement           
agreement in substantially the form set forth on Plan Schedule 5.14, in         
full satisfaction of all claims and disputes between the parties arising        
out of agreements, acts or events in existence or occurring prior to the        
Effective Date.                                                                 

5.15     Exit Financing                                       

On the Effective Date, Reorganized ICG shall enter into all   
necessary and appropriate documentation to obtain the Exit Financing, on        
substantially the terms and conditions set forth in Plan Exhibits G and H,      
in order to repay $25 million of the Secured Lender Claims and provide          
additional working capital to Reorganized ICG and its subsidiaries.             
Specifically:                                                                   

          (a) On the Effective Date, Reorganized ICG shall issue
the New Convertible Notes, pursuant to the terms and conditions set forth       
in Exhibit G to this Plan, to the parties identified therein. The issuance      
of the New Convertible Notes shall be in the aggregate principal amount of      
$40 million. The issuance of the New Convertible Notes and the distribution     
thereof shall not be exempt from registration under applicable securities       
laws pursuant to section 1145 of the Bankruptcy Code, and, accordingly,         
such securities will either have to be registered under the Securities Act      
or be issued and distributed pursuant to an exemption from registration         
other than under section 1145 of the Bankruptcy Code.                           

          (b) On the Effective Date, Reorganized ICG shall enter
into the $25 million New Senior Subordinated Term Loan arranged by Cerberus     
Capital Management L.P., pursuant to the terms and conditions set forth in      
Exhibit H to this Plan. The proceeds of the Senior Subordinated Term Loan       
shall be utilized to repay $25 million of the Secured Lender Claims. The        
issuance of the New Senior Subordinated Term Loan and the notes distributed     
on account thereof, as well as the warrants issued in connection therewith,     
shall not be exempt from registration under applicable securities laws          
pursuant to section 1145 of the Bankruptcy Code, and, accordingly, such         
securities will either have to be registered under the Securities Act or be     
issued and distributed pursuant to an exemption from registration other         
than under section 1145 of the Bankruptcy Code.                                 

ARTICLE VI    

SUBSTANTIVE CONSOLIDATION     

6.1      Substantive Consolidation                            

    The Plan does not provide for the substantive consolidation of the
Holdings Debtors and the Services Debtors. The Plan does, as set forth          
below, provide for the substantive consolidation of the Estates that            
comprise the Holdings Debtors, and the Estates that comprise the Services       
Debtors, respectively.                                                          

(a)      The Holdings Debtors               

The Plan is premised upon the substantive consolidation of the
Estates that comprise the Holdings Debtors only for purposes of the Plan,       
for voting, confirmation and distribution purposes. Except as set forth in      
Section 5.4, the Plan does not contemplate the merger or dissolution of any     
Debtor entity or the transfer or commingling of any asset of any Debtor. On     
the Effective Date, (a) all assets and liabilities of the Holdings Debtors      
shall be deemed merged or treated as though they were merged into and with      
the assets and liabilities of ICG Communications, Inc.; (b) no                  
distributions shall made under the Plan on account of Intercompany Claims;      
(c) no distributions shall be made under the Plan on account of Subsidiary      
Interests; and (d) all guarantees of the Debtors of the obligations of any      
other Debtor shall be deemed eliminated so that any claim against any           
Debtor and any guarantee thereof executed by any other Debtor and any joint     
or several liability of any of the Debtors shall be deemed to be one            
obligation of the consolidated Debtors. Such substantive consolidation          
(other than for purposes related to the Plan) shall not affect (i) the          
legal and corporate structures of the Reorganized Debtors, subject to the       
right of the Debtors or Reorganized ICG to effect Restructuring                 
Transactions as provided in Section 5.4 of the Plan, (ii) Intercompany          
Claims, (iii) Subsidiary Interests, and (iv) pre and post Commencement Date     
guarantees that are required to be maintained (x) in connection with            
executory contracts or unexpired leases that were entered into during the       
Chapter 11 Cases or that have been or will be assumed, or (y) pursuant to       
the Plan.                                                                       

(b)      The Services Debtors               

The Plan is premised upon the substantive consolidation of the
Estates that comprise the Services Debtors only for purposes of the Plan,       
for voting, confirmation and distribution purposes. Except as set forth in      
Section 5.4, the Plan does not contemplate the merger or dissolution of any     
Debtor entity or the transfer or commingling of any asset of any Debtor. On     
the Effective Date, (a) all assets and liabilities of the Services Debtors      
shall be deemed merged or treated as though they were merged into and with      
the assets and liabilities of ICG Services, Inc.; (b) no distributions          
shall made under the Plan on account of Intercompany Claims; (c) no             
distributions shall be made under the Plan on account of Subsidiary             
Interests; and (d) all guarantees of the Debtors of the obligations of any      
other Debtor shall be deemed eliminated so that any claim against any           
Debtor and any guarantee thereof executed by any other Debtor and any joint     
or several liability of any of the Debtors shall be deemed to be one            
obligation of the consolidated Debtors. Such substantive consolidation          
(other than for purposes related to the Plan) shall not affect (i) the          
legal and corporate structures of the Reorganized Debtors, subject to the       
right of the Debtors or Reorganized ICG to effect Restructuring                 
Transactions as provided in Section 5.4 of the Plan, (ii) Intercompany          
Claims, (iii) Subsidiary Interests, and (iv) pre and post Commencement Date     
guarantees that are required to be maintained (x) in connection with            
executory contracts or unexpired leases that were entered into during the       
Chapter 11 Cases or that have been or will be assumed, or (y) pursuant to       
the Plan.                                                                       

6.2      Order Granting Substantive Consolidation             

This Plan shall serve as a motion seeking entry of an order   
substantively consolidating the Chapter 11 Cases, as described and to the       
limited extend set forth in Section 6.1 above. Unless an objection to such      
substantive consolidation is made in writing by any creditor affected by        
the Plan as herein provided on or before five (5) days prior to the date        
that is fixed by the Court as the last date on which acceptances to this        
Plan may be received, or such other date as may be fixed by the Court, the      
substantive consolidation order (which may be the Confirmation Order) may       
be entered by the Court. In the event any such objections are timely filed,     
a hearing with respect thereto shall occur at the Confirmation Hearing.         

ARTICLE VII     

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES     

7.1      Assumed Contracts And Leases                         

           (a) Except as otherwise provided in the Plan, or in any
contract, instrument, release, indenture or other agreement or document         
entered into in connection with the Plan, as of the Effective Date each         
Debtor shall be deemed to have assumed each executory contract and              
unexpired lease to which it is a party, including those listed on Schedule      
7.1 attached hereto, unless such contract or lease (i) was previously           
assumed or rejected by such Debtor, (ii) previously expired or terminated       
pursuant to its own terms, or (iii) is listed on Schedule 7.3 attached          
hereto as being an executory contract or unexpired lease to be rejected,        
provided, however, that the Debtors reserve their right, at any time prior      
to the Confirmation Date, to amend Schedule 7.1 to delete an unexpired          
lease or executory contract therefrom or add any unexpired lease or             
executory contract thereto. To the extent that an executory contract or         
unexpired lease is not listed on either Schedule 7.1 or Schedule 7.3, such      
executory contract or unexpired lease shall be deemed assumed as if such        
executory contract or lease had been included on Schedule 7.1. The              
Confirmation Order shall constitute an order of the Bankruptcy Court under      
section 365 of the Bankruptcy Code approving the contract and lease             
assumptions described above, as of the Effective Date.                          

           (b) Each executory contract and unexpired lease that is
assumed and relates to the use, ability to acquire, or occupancy of real        
property shall include (i) all modifications, amendments, supplements,          
restatements, or other agreements made directly or indirectly by any            
agreement, instrument, or other document that in any manner affect such         
executory contract or unexpired lease and (ii) all executory contracts or       
unexpired leases appurtenant to the premises, including all easements,          
licenses, permits, rights, privileges, immunities, options, rights of first     
refusal, powers, uses, usufructs, reciprocal easement agreements, vaults,       
tunnel or bridge agreements or franchises, and any other interests in real      
estate or rights in rem related to such premises, unless any of the             
foregoing agreements has been rejected pursuant to an order of the              
Bankruptcy Court.                                                               

             (c) To the extent that any of the Debtors' contracts with
its customers are executory contracts within the meaning of applicable law,     
such contracts shall be deemed assumed pursuant to Section 7.1(a) of this       
Plan. Due to the extremely large number of customer contracts, customer         
contracts are not listed on Schedule 7.1. A list of all of the Debtors'         
customer contracts is available at the Debtors' corporate headquarters, and     
will be made available upon request to the Debtors.                             

 7.2      Payments Related To Assumption Of Contracts and Leases

Any monetary amounts by which each executory contract and     
unexpired lease to be assumed pursuant to the Plan is in default shall be       
satisfied, under section 365(b)(1) of the Bankruptcy Code, at the option of     
the Debtor party to the contract or lease or the assignee of such Debtor        
party assuming such contract or lease, by Cure. If there is a dispute           
regarding (a) the nature or amount of any Cure, (b) the ability of any          
Reorganized Debtor or any assignee to provide "adequate assurance of future     
performance" (within the meaning of section 365 of the Bankruptcy Code)         
under the contract or lease to be assumed, or (c) any other matter              
pertaining to assumption, Cure shall occur following the entry of a Final       
Order resolving the dispute and approving the assumption or assumption and      
assignment, as the case may be; provided that if there is a dispute as to       
the amount of Cure or any requirement for adequate assurance of future          
performance that cannot be resolved consensually among the parties, the         
Debtors shall have the right to reject the contract or lease for a period       
of five (5) days after entry of a Final Order establishing a Cure amount in     
excess of that provided by the Debtors or any requirement for adequate          
assurance of future performance that is not acceptable to the Debtors. The      
Confirmation Order shall contain provisions providing for notices of            
proposed assumptions and proposed cure amounts to be sent to applicable         
third parties and for procedures for objecting thereto (which shall provide     
not less than twenty (20) days notice of such procedures and any deadlines      
pursuant thereto) and resolution of disputes by the Bankruptcy Court.           

7.3      Rejected Contracts and Leases                        

    On the Effective Date, each executory contract and unexpired lease
listed on Schedule 7.3 to this Plan shall be rejected pursuant to section       
365 of the Bankruptcy Code. Each contract or lease listed on Schedule 7.3       
shall be rejected only to the extent that any such contract or lease            
constitutes an executory contract or unexpired lease; provided, however,        
that the Debtors reserve their right, at any time prior to the Confirmation     
Date, to amend Schedule 7.3 to delete an unexpired lease or executory           
contract therefrom or add any unexpired lease or executory contract             
thereto. To the extent that an executory contract or unexpired lease is not     
listed on either Schedule 7.1 or Schedule 7.3, such executory contract or       
unexpired lease shall be deemed assumed as if such executory contract or        
lease had been included on Schedule 7.1. Listing a contract or lease on         
Schedule 7.1 or 7.3 shall not constitute an admission by ICG nor                
Reorganized ICG that such contract or lease is an executory contract or         
unexpired lease or that ICG or Reorganized ICG has any liability                
thereunder. The Confirmation Order shall constitute an order of the             
Bankruptcy Court approving such rejections, pursuant to section 365 of the      
Bankruptcy Code, as applicable, as of the Effective Date.                       

7.4      Rejection Damages Bar Date                           

  If the rejection by a Debtor, pursuant to the Plan or otherwise,
of an executory contract or unexpired lease results in a Claim, then such       
Claim shall be forever barred and shall not be enforceable against any          
Debtor or Reorganized Debtor or the properties of any of them unless a          
Proof of Claim is filed with the clerk of the Bankruptcy Court and served       
upon counsel to the Debtors, and counsel to the Creditors' Committee,           
within thirty (30) days after service of the earlier of (a) notice of the       
Confirmation Order, or (b) other notice that the executory contract or          
unexpired lease has been rejected.                                              

ARTICLE VIII    

PROVISIONS GOVERNING DISTRIBUTIONS    

    8.1      Distributions For Claims Allowed As Of The Effective Date

Except as otherwise provided herein or as ordered by the      
Bankruptcy Court, and subject to the provisions of Section 9.3 and 9.4 of       
this Plan, all distributions to holders of Allowed Claims as of the             
Effective Date shall be made on the Distribution Date. Distributions on         
account of Claims that first become Allowed Claims after the Effective Date     
shall be made pursuant to Section 9.4 of this Plan. Notwithstanding the         
date on which any distribution of New Securities is actually made to a          
holder of a Claim that is an Allowed Claim on the Effective Date, as of the     
date of the distribution of such securities such holder shall be deemed to      
have the rights of a holder as of the Effective Date.                           

8.2      Interest On Claims                                   

Unless otherwise specifically provided for in this Plan or the
Confirmation Order, or required by applicable bankruptcy law, post-petition     
interest shall not accrue or be paid on Claims, and no holder of a Claim        
shall be entitled to interest accruing on or after the Petition Date on any     
Claim. Interest shall not accrue or be paid upon any Disputed Claim in          
respect of the period from the Petition Date to the date a final                
distribution is made thereon if and after such Disputed Claim becomes an        
Allowed Claim.                                                                  

8.3      Distributions by Disbursing Agent                    

           (a) Except as set forth in Section 8.3(c) of this Plan,
the Disbursing Agent shall make all distributions required under this Plan.     

             (b) If the Disbursing Agent is an independent third party
designated by the Reorganized Debtors to serve in such capacity, such           
Disbursing Agent shall receive, without further Bankruptcy Court approval,      
reasonable compensation for distribution services rendered pursuant to the      
Plan and reimbursement of reasonable out-of-pocket expenses incurred in         
connection with such services from the Reorganized Debtors on terms             
acceptable to the Reorganized Debtors. No Disbursing Agent shall be             
required to give any bond or surety or other security for the performance       
of its duties unless otherwise ordered by the Bankruptcy Court.                 

            (c) Distributions to holders of Old Note Claims shall be
made by the respective Indenture Trustees. In full satisfaction of the          
Claims of Indenture Trustees for services under the Old Indentures,             
including Claims secured by the Indenture Trustees' charging liens under        
the Old Indentures, the Indenture Trustees will receive Cash equal to the       
amount of the Indenture Trustees' reasonable fees and expenses.                 
Distributions to be made to holders of Claims shall not be reduced on           
account of the payment to the Indenture Trustee fees and expenses. On or as     
soon as practicable after the Effective Date and without further                
application to the Bankruptcy Court or amendment to its Proof of Claim,         
Reorganized ICG will pay to each Indenture Trustee, in full satisfaction of     
such Indenture Trustee's reasonable fees and expenses, Cash in an amount        
equal to the amount of such fees and expenses of the Indenture Trustee. Any     
disputes as to the reasonableness of such fees and expenses shall be            
resolved by the Bankruptcy Court. Upon full satisfaction of the Indenture       
Trustees' fees and expenses, the Indenture Trustees' charging liens shall       
be released.                                                                    

       8.4     Record Date For Distributions To Holders Of Lender Claims and
Old Notes                                                                       

At the close of business on the Distribution Record Date, the 
transfer records for the Old Notes and Lender Claims shall be closed, and       
there shall be no further changes in the record holders of the Old Notes or     
Lender Claims. None of Reorganized ICG, the Disbursing Agent, nor the           
administrative agent for the Lenders shall have any obligation to recognize     
any transfer of such Old Notes or Lender Claims occurring after the             
Distribution Record Date and shall be entitled instead to recognize and         
deal for all purposes hereunder with only those record holders as of the        
close of business on the Distribution Record Date.                              

8.5      Means Of Cash Payment                                

  Cash payments made pursuant to this Plan shall be in U.S. funds,
by the means agreed to by the payor and the payee, including by check or        
wire transfer, or, in the absence of an agreement, such commercially            
reasonable manner as the payor shall determine in its sole discretion.          

      8.6     Calculation Of Distribution Amounts Of New Common Shares and
New Holdings Creditor Warrants                                                  

No fractional shares of New Common Shares or fractional New   
Holdings Creditor Warrants shall be issued or distributed under the Plan or     
by Reorganized ICG or the Disbursing Agent. Each Person entitled to receive     
New Common Shares or New Holdings Creditor Warrants will receive the total      
number of whole shares of New Common Shares and New Holdings Creditor           
Warrants to which such Person is entitled. Whenever any distribution to a       
particular Person would otherwise call for distribution of a fraction of a      
share of New Common Shares or fractional New Holdings Creditor Warrants,        
the actual distribution of shares or warrants shall be rounded to the next      
higher or lower whole number as follows: (a) fractions one-half (1/2) or        
greater shall be rounded to the next higher whole number, and (b) fractions     
of less than one-half (1/2) shall be rounded to the next lower whole            
number. No consideration shall be provided in lieu of fractional shares or      
warrants that are rounded down.                                                 

8.7      Delivery Of Distributions                            

 Distributions to holders of Allowed Claims shall be made by the
Disbursing Agent (or Indenture Trustees) (a) at the addresses set forth on      
the Proofs of Claim filed by such holders (or at the last known addresses       
of such holders if no Proof of Claim is filed or if the Debtors have been       
notified of a change of address), (b) at the addresses set forth in any         
written notices of address changes delivered to the Disbursing Agent after      
the date of any related Proof of Claim, (c) at the addresses reflected in       
the Schedules if no Proof of Claim has been filed and the Disbursing Agent      
has not received a written notice of a change of address, or (d) in the         
case of the holder of an Allowed Old Note Claim, at the addresses contained     
in the official records of the indenture trustee under the Old Indenture,       
or (e) at the addresses set forth in a properly completed letter of             
transmittal accompanying securities properly remitted to the Debtors. If        
any holder's distribution is returned as undeliverable, no further              
distributions to such holder shall be made unless and until the Disbursing      
Agent is notified of such holder's then current address, at which time all      
missed distributions shall be made to such holder without interest. Amounts     
in respect of undeliverable distributions made by the Disbursing Agent,         
shall be returned to the Reorganized Debtors until such distributions are       
claimed. All claims for undeliverable distributions made by the Disbursing      
Agent must be made on or before the first (1st) anniversary of the              
Effective Date, after which date all unclaimed property shall revert to the     
Reorganized Debtors free of any restrictions thereon and the claims of any      
holder or successor to such holder with respect to such property shall be       
discharged and forever barred, notwithstanding any federal or state escheat     
laws to the contrary. Nothing contained in the Plan shall require the           
Debtors, Reorganized Debtors, any Disbursing Agent or the Indenture Trustee     
to attempt to locate any holder of an Allowed Claim.                            

8.8      Surrender of Securities and Instruments              

(a)      Old Notes                          

    Except as provided in Section 8.8(b) of the Plan for lost, stolen,
mutilated or destroyed Old Notes, each holder of an Allowed Claim evidenced     
by an Old Note shall tender such Old Note to the respective Indenture           
Trustee in accordance with written instructions to be provided in a letter      
of transmittal to such holders by the Indenture Trustee as promptly as          
practicable following the Effective Date. Such letter of transmittal shall      
specify that delivery of such Old Notes will be effected, and risk of loss      
and title thereto will pass, only upon the proper delivery of such Old          
Notes with the letter of transmittal in accordance with such instructions.      
Such letter of transmittal shall also include, among other provisions,          
customary provisions with respect to the authority of the holder of the         
applicable Old Note to act and the authenticity of any signatures required      
on the letter of transmittal. All surrendered notes and Old Notes shall be      
marked as canceled and delivered by the respective Indenture Trustee to         
Reorganized ICG.                                                                

           (b)      Lost, Stolen, Mutilated or Destroyed Old Notes

  In addition to any requirements under the applicable certificate
or articles of incorporation or by-laws of the applicable Debtor, any           
holder of a Claim evidenced by an Old Note that has been lost, stolen,          
mutilated or destroyed shall, in lieu of surrendering such Old Note,            
deliver to the Indenture Trustee: (i) evidence satisfactory to the              
respective Indenture Trustee of the loss, theft, mutilation or destruction;     
and (ii) such indemnity as may be required by the respective Indenture          
Trustee to hold the Indenture Trustee harmless from any damages,                
liabilities or costs incurred in treating such individual as a holder of an     
Old Note that has been lost, stolen, mutilated or destroyed. Upon               
compliance with this Section 8.8(b) by a holder of a Claim evidenced by an      
Old Note, such holder shall, for all purposes under the Plan, be deemed to      
have surrendered its Old Note, as applicable.                                   

    (c)      Failure to Surrender Canceled Old Notes

   Any holder of an Old Note that fails to surrender or be deemed to
have surrendered such note or Old Note before the first (1st) anniversary       
of the Effective Date shall have its claim for a distribution on account of     
such Old Note discharged and shall be forever barred from asserting any         
such claim against any Reorganized Debtor or their respective property.         

8.9      Withholding And Reporting Requirements               

   In connection with this Plan and all distributions hereunder, the
Disbursing Agent shall, to the extent applicable, comply with all tax           
withholding and reporting requirements imposed by any federal, state,           
provincial, local, or foreign taxing authority, and all distributions           
hereunder shall be subject to any such withholding and reporting                
requirements. The Disbursing Agent shall be authorized to take any and all      
actions that may be necessary or appropriate to comply with such                
withholding and reporting requirements. Notwithstanding any other provision     
of the Plan: (a) each holder of an Allowed Claim that is to receive a           
distribution of New Securities pursuant to the Plan shall have sole and         
exclusive responsibility for the satisfaction and payment of any tax            
obligations imposed by any governmental unit, including income, withholding     
and other tax obligations, on account of such distribution, and (b) no          
distribution shall be made to or on behalf of such holder pursuant to the       
Plan unless and until such holder has made arrangements satisfactory to the     
Disbursing Agent for the payment and satisfaction of such tax obligations.      
Any New Securities to be distributed pursuant to the Plan shall, pending        
the implementation of such arrangements, be treated as an undeliverable         
distribution pursuant to Section 8.7 of this Plan.                              

8.10     Setoffs                                              

    The Reorganized Debtors may, but shall not be required to, set off
against any Claim, and the payments or other distributions to be made           
pursuant to the Plan in respect of such Claim, claims of any nature             
whatsoever that the Debtors or Reorganized Debtors may have against the         
holder of such Claim; provided, however, that neither the failure to do so      
nor the allowance of any Claim hereunder shall constitute a waiver or           
release by the Reorganized Debtors of any such claim that the Debtors or        
Reorganized Debtors may have against such holder.                               

ARTICLE IX    

PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED CLAIMS AND    
DISTRIBUTIONS WITH RESPECT THERETO    

9.1      Prosecution Of Objections to Claims                  

(a)      Objections to Claims               

  All objections to Claims must be filed and served on the holders
of such Claims by the Claims Objection Deadline. If an objection has not        
been filed to a Proof of Claim or a scheduled Claim by the Claims Objection     
Deadline, the Claim to which the Proof of Claim or scheduled Claim relates      
will be treated as an Allowed Claim if such Claim has not been allowed          
earlier.                                                                        

(b)      Authority to Prosecute Objections  

               (i) After the Confirmation Date, only the
Reorganized Debtors will have the authority to file objections, settle,         
compromise, withdraw or litigate to judgment objections to Claims,              
including Claims for reclamation under section 546(c) of the Bankruptcy         
Code. Except as provided below, from and after the Effective Date, the          
Reorganized Debtors may settle or compromise any Disputed Claim without         
approval of the Bankruptcy Court.                                               

                     (ii) On or before the last Business Day of each
month or as otherwise agreed in writing by the Creditors' Committee or the      
Claims Resolution Committee, as set forth in Section 12.18, the Reorganized     
Debtors will provide counsel to the Claims Resolution Committee with            
written notice of each Disputed Claim that has been settled or compromised      
in the prior month, other than such settlements or compromises that fall        
within the parameters of settlement guidelines to be agreed to by the           
Debtors and the Creditors' Committee or the Claims Resolution Committee.        
Within ten (10) days after the receipt of such notice, the Claims               
Resolution Committee will provide the Reorganized Debtors with written          
notice of any such settlements or compromises with which it does not            
concur. If the Reorganized Debtors and the Claims Resolution Committee          
cannot reach agreement with respect to any such settlement or compromise,       
the Claims Resolution Committee will be permitted to file and serve on the      
Reorganized Debtors an objection to the reasonableness of such settlement       
or compromise by the last Business Day of the month following the month in      
which the Claims Resolution Committee received written notice of the            
settlement or compromise, or such later date as may be agreed by the            
Reorganized Debtors, with the reasonableness of such settlement or              
compromise to be determined by the Bankruptcy Court. If the Claims              
Resolution Committee does not provide a written notice and file and serve       
an objection as specified in this Section with respect to any particular        
settlement or compromise, then such settlement or compromise will be deemed     
resolved on the terms and subject to the conditions agreed to by the            
Reorganized Debtors. The Reorganized Debtors and the Claims Resolution          
Committee may modify the foregoing procedures by a writing executed by          
both.                                                                           

9.2      Treatment of Disputed Claims                         

  Notwithstanding any other provisions of the Plan, no payments or
distributions will be made on account of a Disputed Claim, or, if less than     
the entire Claim is a Disputed Claim, the portion of a Claim that is            
disputed, until such Claim becomes an Allowed Claim.                            

9.3      Disputed Claims Reserves                             

Prior to making any distributions of the New Common Shares to 
holders of Allowed Claims in either Class H-4 or S-4, or New Holdings           
Creditor Warrants to holders of Allowed Claims in Class H-4, the Disbursing     
Agent shall establish appropriate reserves for Disputed Claims in such          
Classes, respectively, to withhold from any such distributions 100% of          
distributions to which holders of Disputed Claims in such Classes would be      
entitled under the Plan as of such date if such Disputed Claims were            
Allowed Claims in their Disputed Claim Amount. The Disbursing Agent shall       
also establish appropriate reserves for Disputed Claims in other Classes,       
as it determines necessary and appropriate.                                     

    9.4      Distributions on Account of Disputed Claims Once They Are
Allowed and Additional Distributions on Account of Previously Allowed Claims    

   On each Quarterly Distribution Date, the Reorganized Debtors will
make distributions from the Disputed Claims reserves (a) on account of any      
Disputed Claim that has become an Allowed Claim during the preceding            
calendar quarter and (b) on account of previously Allowed Claims, of            
property that would have been distributed to such Claim holders on the          
dates distributions previously were made to holders of Allowed Claims had       
the Disputed Claims that have become Allowed Claims been Allowed on such        
dates. Such distributions will be made pursuant to the provisions of the        
Plan governing the applicable Class. Holders of such claims that are            
ultimately Allowed will also be entitled to receive, on the basis of the        
amount ultimately allowed, the amount of any dividends or other                 
distributions, if any, received on account of the shares of New Common          
Shares between the Effective Date and the date such shares are distributed      
to such Claim holder.                                                           

ARTICLE X     

CONDITIONS PRECEDENT TO CONFIRMATION    
AND CONSUMMATION OF THE PLAN    

10.1     Conditions To Confirmation                           

 The following are conditions precedent to the occurrence of the
Confirmation Date: (a) the entry of an order finding that the Disclosure        
Statement contains adequate information pursuant to section 1125 of the         
Bankruptcy Code and (b) the proposed Confirmation Order shall be in form        
and substance reasonably acceptable to the Debtors and majority of the          
members of the Creditors' Committee that vote in favor of the Plan.             

10.2     Conditions To Effective Date                         

 The following are conditions precedent to the occurrence of the
Effective Date, each of which must be satisfied or waived in accordance         
with Section 10.3 of this Plan:                                                 

          (a) The Confirmation Order shall have been entered and
become a Final Order in form and substance reasonably satisfactory to the       
Debtors and the majority of the members of the Creditors' Committee that        
vote in favor of the Plan and shall:                                            

                  (i) provide that the Debtors and Reorganized
Debtors are authorized and directed to take all actions necessary or            
appropriate to enter into, implement and consummate the contracts,              
instruments, releases, leases, indentures and other agreements or documents     
created in connection with the Plan or the Restructuring Transactions;          

                    (ii) authorize the issuance of New Securities;
and                                                                             

                  (iii) provide that the New Securities issued
under the Plan in exchange for Claims against the Debtors are exempt from       
registration under the Securities Act of 1933 pursuant to section 1145 of       
the Bankruptcy Code, except to the extent that holders of the New               
Securities are "issuers" or "underwriters," as those terms are defined in       
section 1145 of the Bankruptcy Code.                                            

         (b) The Debtors shall have entered into (i) a revised
credit agreement and related documentation governing the New Secured Notes,     
(ii) final documentation of the New Senior Subordinated Term Loan, (iii)        
final documentation of the New Convertible Notes, and (iv) final                
documentation governing the New Holdings Creditor Warrants, each in form        
and substance reasonably satisfactory to ICG, the Agent under the               
Pre-Petition Credit Agreement, and the majority of the members of the           
Creditors' Committee that vote in favor of the Plan.                            

        (c) All Plan Exhibits shall be in form and substance
reasonably acceptable to the Debtors and the majority of the members of the     
Creditors' Committee that vote in favor of the Plan, and shall have been        
executed and delivered.                                                         

          (d) All actions, documents and agreements necessary to
implement the Plan shall have been effected or executed.                        

10.3     Waiver Of Conditions                                 

  Each of the conditions set forth in Section 10.2 of the Plan may
be waived in whole or in part by the Debtors, with the consent of the           
majority of the members of the Creditors' Committee that vote in favor of       
the Plan (and the Agent under the Pre-Petition Credit Agreement with            
respect to the condition set forth in Section 10.2(b) of this Plan), which      
consent shall not be unreasonable withheld. The failure to satisfy or waive     
any condition to the Effective Date may be asserted by the Debtors or           
Reorganized Debtors regardless of the circumstances giving rise to the          
failure of such condition to be satisfied (including any action or inaction     
by a Debtor or Reorganized Debtor). The failure of a Debtor or Reorganized      
Debtor to exercise any of the foregoing rights shall not be deemed a waiver     
of any other rights, and each such right shall be deemed an ongoing right       
that may be asserted at any time.                                               

ARTICLE XI    

RETENTION OF JURISDICTION     

Under sections 105(a) and 1142 of the Bankruptcy Code, and    
notwithstanding entry of the Confirmation Order and occurrence of the           
Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction        
over all matters arising out of, and related to, the Chapter 11 Case and        
the Plan to the fullest extent permitted by law, including, among other         
things, jurisdiction to:                                                        

        (a) Allow, disallow, determine, liquidate, classify,
estimate or establish the priority or secured or unsecured status of any        
Claim or Interest not otherwise allowed under the Plan, including the           
resolution of any request for payment of any Administrative Claim and the       
resolution of any objections to the allowance or priority of Claims or          
Interests;                                                                      

            (b) Hear and determine all applications for compensation
and reimbursement of expenses of Professionals under the Plan or under          
sections 330, 331, 503(b), 1103 and 1129(a)(4) of the Bankruptcy Code;          
provided, however, that from and after the Effective Date, the payment of       
the fees and expenses of the retained Professionals of the Reorganized          
Debtors shall be made in the ordinary course of business and shall not be       
subject to the approval of the Bankruptcy Court;                                

          (c) Hear and determine all matters with respect to the
assumption or rejection of any executory contract or unexpired lease to         
which a Debtor is a party or with respect to which a Debtor may be liable,      
including, if necessary, the nature or amount of any required Cure or the       
liquidation or allowance of any Claims arising therefrom;                       

        (d) Effectuate performance of and payments under the
provisions of the Plan;                                                         

             (e) Hear and determine any and all adversary proceedings,
motions, applications, and contested or litigated matters arising out of,       
under, or related to, the Chapter 11 Case;                                      

            (f) Enter such orders as may be necessary or appropriate
to execute, implement, or consummate the provisions of the Plan and all         
contracts, instruments, releases, and other agreements or documents created     
in connection with the Plan, the Disclosure Statement or the Confirmation       
Order;                                                                          

         (g) Hear and determine disputes arising in connection
with the interpretation, implementation, consummation, or enforcement of        
the Plan, including disputes arising under agreements, documents or             
instruments executed in connection with the Plan;                               

        (h) Consider any modifications of the Plan, cure any
defect or omission, or reconcile any inconsistency in any order of the          
Bankruptcy Court, including, without limitation, the Confirmation Order;        

            (i) Issue injunctions, enter and implement other orders,
or take such other actions as may be necessary or appropriate to restrain       
interference by any entity with implementation, consummation, or                
enforcement of the Plan or the Confirmation Order;                              

           (j) Enter and implement such orders as may be necessary
or appropriate if the Confirmation Order is for any reason reversed,            
stayed, revoked, modified, or vacated;                                          

            (k) Hear and determine any matters arising in connection
with or relating to the Plan, the Disclosure Statement, the Confirmation        
Order, or any contract, instrument, release, or other agreement or document     
created in connection with the Plan, the Disclosure Statement or the            
Confirmation Order;                                                             

             (l) Enforce all orders, judgments, injunctions, releases,
exculpations, indemnifications and rulings entered in connection with the       
Chapter 11 Case;                                                                

       (m) Except as otherwise limited herein, recover all
assets of the Debtors and property of the Debtors' Estates, wherever            
located;                                                                        

           (n) Hear and determine matters concerning state, local,
and federal taxes in accordance with sections 346, 505, and 1146 of the         
Bankruptcy Code;                                                                

     (o) Hear and determine all disputes involving the
existence, nature, or scope of the Debtors' discharge;                          

       (p) Hear and determine such other matters as may be
provided in the Confirmation Order or as may be authorized under, or not        
inconsistent with, provisions of the Bankruptcy Code; and                       

         (q) Enter a final decree closing the Chapter 11 Case.

ARTICLE XII     

MISCELLANEOUS PROVISIONS    

12.1     Professional Fee Claims                              

All final requests for compensation or reimbursement of       
Professional Fees pursuant to sections 327, 328, 330, 331, 503(b) or 1103       
of the Bankruptcy Code for services rendered to the Creditors' Committee        
prior to the Effective Date and Substantial Contribution Claims under           
section 503(b)(4) of the Bankruptcy Code must be filed and served on the        
Reorganized Debtors and their counsel no later than forty-five (45) days        
after the Effective Date, unless otherwise ordered by the Bankruptcy Court.     
Objections to applications of such Professionals or other entities for          
compensation or reimbursement of expenses must be filed and served on the       
Reorganized Debtors and their counsel and the requesting Professional or        
other entity no later than thirty (30) days (or such longer period as may       
be allowed by order of the Bankruptcy Court) after the date on which the        
applicable application for compensation or reimbursement was served.            

12.2     Administrative Claims Bar Date                       

    All requests for payment of an Administrative Claim (other than as
set forth in Sections 3.1 and 12.1 of this Plan) must be filed with the         
Bankruptcy Court and served on counsel for the Debtors and counsel for the      
Creditors' Committee no later than thirty (30) days after the Effective         
Date. Unless the Debtors object to an Administrative Claim within               
forty-five (45) Business Days after receipt, such Administrative Claim          
shall be deemed allowed in the amount requested. In the event that the          
Debtors object to an Administrative Claim, the Bankruptcy Court shall           
determine the Allowed amount of such Administrative Claim. Notwithstanding      
the foregoing, no request for payment of an Administrative Claim need be        
filed with respect to an Administrative Claim which is paid or payable by a     
Debtor in the ordinary course of business.                                      

12.3     Payment Of Statutory Fees                            

All fees payable pursuant to Section 1930 of Title 28 of the  
United States Code, as determined by the Bankruptcy Court at the                
Confirmation shall be paid on or before the Effective Date.                     

12.4     Modifications and Amendments                         

The Debtors may alter, amend, or modify the Plan or any Plan  
Exhibit under section 1127(a) of the Bankruptcy Code at any time prior to       
the Confirmation Date. After the Confirmation Date and prior to substantial     
consummation of the Plan, as defined in section 1101(2) of the Bankruptcy       
Code, the Debtors may, under section 1127(b) of the Bankruptcy Code,            
institute proceedings in the Bankruptcy Court to remedy any defect or           
omission or reconcile any inconsistencies in the Plan, the Disclosure           
Statement, or the Confirmation Order, and such matters as may be necessary      
to carry out the purposes and effects of the Plan and such proceedings do       
not materially adversely affect the treatment of holders of Claims under        
the Plan; provided, however, that prior notice of such proceedings shall be     
served in accordance with the Bankruptcy Rules or order of the Bankruptcy       
Court.                                                                          

12.5     Severability Of Plan Provisions                      

 If, prior to Confirmation, any term or provision of the Plan is
held by the Bankruptcy Court to be invalid, void or unenforceable, the          
Bankruptcy Court, at the request of any Debtor, shall have the power to         
alter and interpret such term or provision to make it valid or enforceable      
to the maximum extent practicable, consistent with the original purpose of      
the term or provision held to be invalid, void or unenforceable, and such       
term or provision shall then be applicable as altered or interpreted.           
Notwithstanding any such holding, alteration or interpretation, the             
remainder of the terms and provisions of the Plan shall remain in full          
force and effect and shall in no way be affected, impaired or invalidated       
by such holding, alteration or interpretation. The Confirmation Order shall     
constitute a judicial determination and shall provide that each term and        
provision of the Plan, as it may have been altered or interpreted in            
accordance with the foregoing, is valid and enforceable pursuant to its         
terms.                                                                          

12.6     Successors And Assigns                               

The rights, benefits and obligations of any entity named or   
referred to in the Plan shall be binding on, and shall inure to the benefit     
of, any heir, executor, administrator, successor or assign of such entity.      

12.7     Compromises and Settlements                          

   Pursuant to Fed. R. Bankr. P. 9019(a), the Debtors may compromise
and settle various Claims against them and/or claims that they may have         
against other Persons. The Debtors expressly reserve the right (with            
Bankruptcy Court approval, following appropriate notice and opportunity for     
a hearing) to compromise and settle Claims against them and claims that         
they may have against other Persons up to and including the Effective Date.     

      12.8     Releases And Satisfaction Of Subordination and Other Rights

 All Claims of the holders of the Secured Lender Claims, and the
Old Note Claims against the Debtors and all rights and claims between or        
among such holders relating in any manner whatsoever to any claimed             
subordination rights or rights to assert Claims that are owned by any of        
the Debtors or their Estates against any other Debtor or third party, shall     
be deemed satisfied by the distributions under, described in, contemplated      
by, and/or implemented in Section 3.3 of this Plan. Distributions under,        
described in, contemplated by, and/or implemented by this Plan to the           
various Classes of Claims hereunder shall not be subject to levy,               
garnishment, attachment, or like legal process by any holder of a Claim,        
including, but not limited to, holders of Secured Lender Claims and Old         
Note Claims, by reason of any claimed subordination rights or otherwise, so     
that each holder of a Claim shall have and receive the benefit of the           
distributions in the manner set forth in the Plan.                              

12.9     Discharge Of The Debtors                             

     (a) Except as otherwise provided herein or in the
Confirmation Order, all consideration distributed under the Plan shall be       
in exchange for, and in complete satisfaction, settlement, discharge, and       
release of, all Claims of any nature whatsoever against the Debtors or any      
of their assets or properties, and, and regardless of whether any property      
shall have been distributed or retained pursuant to the Plan on account of      
such Claims, upon the Effective Date, the Debtors, and each of them, shall      
(i) be deemed discharged and released under section 1141(d)(1)(A) of the        
Bankruptcy Code from any and all Claims, including, but not limited to,         
demands and liabilities that arose before the Confirmation Date, and all        
debts of the kind specified in sections 502(g), 502(h) or 502(i) of the         
Bankruptcy Code, whether or not (a) a Proof of Claim based upon such debt       
is filed or deemed filed under section 501 of the Bankruptcy Code, (b) a        
Claim based upon such debt is Allowed under section 502 of the Bankruptcy       
Code, or (c) the holder of a Claim based upon such debt accepted the Plan,      
and (ii) terminate all ICG Interests.                                           

          (b) As of the Confirmation Date, except as provided in
the Plan or the Confirmation Order, all entities shall be precluded from        
asserting against the Debtors or the Reorganized Debtors, any other or          
further claims, debts, rights, causes of action, liabilities or equity          
interests relating to the Debtors based upon any act, omission, transaction     
or other activity of any nature that occurred prior to the Confirmation         
Date. In accordance with the foregoing, except as provided in the Plan or       
the Confirmation Order, the Confirmation Order shall be a judicial              
determination of discharge of all such Claims and other debts and               
liabilities against the Debtors and termination of all                          
ICG Interests, pursuant to sections 524 and 1141 of the Bankruptcy Code,        
and such discharge shall void any judgment obtained against the Debtors at      
any time, to the extent that such judgment relates to a discharged Claim or     
terminated Interest.                                                            

12.10    Injunction                                           

          (a) Except as provided in the Plan or the Confirmation
Order, as of the Confirmation Date, all entities that have held, currently      
hold or may hold a Claim or other debt or liability that is discharged or       
an Interest or other right of an equity security holder that is terminated      
pursuant to the terms of the Plan are permanently enjoined from taking any      
of the following actions against the Debtors, Reorganized Debtors or their      
property on account of any such discharged Claims, debts or liabilities or      
terminated Interests or rights: (i) commencing or continuing, in any manner     
or in any place, any action or other proceeding; (ii) enforcing, attaching,     
collecting or recovering in any manner any judgment, award, decree or           
order; (iii) creating, perfecting or enforcing any lien or encumbrance;         
(iv) asserting a setoff, right of subrogation or recoupment of any kind         
against any debt, liability or obligation due to the Debtors; and (v)           
commencing or continuing any action, in any manner, in any place that does      
not comply with or is inconsistent with the provisions of the Plan.             

        (b) As of the Effective Date, all entities that have
held, currently hold or may hold a Claim, demand, debt, right, cause of         
action or liability that is released pursuant to Section 5.12 or 12.11 of       
this Plan are permanently enjoined from taking any of the following actions     
on account of such released Claims, obligations, suits, judgments, damages,     
demands, debts, rights, causes of action or liabilities: (i) commencing or      
continuing in any manner any action or other proceeding; (ii) enforcing,        
attaching, collecting or recovering in any manner any judgment, award,          
decree or order; (iii) creating, perfecting or enforcing any lien or            
encumbrance: (iv) asserting a setoff, right of subrogation or recoupment of     
any kind against any debt, liability or obligation due to any released          
entity; and (v) commencing or continuing any action, in any manner, in any      
place that does not comply with or is inconsistent with the provisions of       
the Plan.                                                                       

            (c) By accepting distribution pursuant to the Plan, each
holder of an Allowed Claim or Allowed Interest receiving distributions          
pursuant to the Plan will be deemed to have specifically consented to the       
injunctions set forth in this Section 12.10.                                    

12.11    Exculpation And Limitation Of Liability              

         (a) None of the Debtors, the Reorganized Debtors, the
Creditors' Committee, the Claims Resolution Committee, the Indenture            
Trustees, or the Lenders, nor any of their respective present or former         
members, officers, directors, employees, advisors, or attorneys shall have      
or incur any liability to any holder of a Claim or an Interest, or any          
other party in interest, or any of their respective agents, employees,          
representatives, financial advisors, attorneys, or affiliates, or any of        
their successors or assigns, for any act or omission in connection with,        
relating to, or arising out of, the Chapter 11 Case, formulating,               
negotiating or implementing the Plan, the solicitation of acceptances of        
the Plan, the pursuit of confirmation of the Plan, the confirmation of the      
Plan, the consummation of the Plan, or the administration of the Plan or        
the property to be distributed under the Plan, except for their gross           
negligence or willful misconduct, and in all respects shall be entitled to      
reasonably rely upon the advice of counsel with respect to their duties and     
responsibilities under the Plan.                                                

            (b) Notwithstanding any other provision of this Plan, no
holder of a Claim or Interest, no other party in interest, none of their        
respective agents, employees, representatives, financial advisors,              
attorneys, or affiliates, and no successors or assigns of the foregoing,        
shall have any right of action against any Debtor or Reorganized Debtor,        
nor any statutory committee, nor any of their respective present or former      
members, officers, directors, employees, advisors or attorneys, for any act     
or omission in connection with, relating to, or arising out of, the Chapter     
11 Case, formulating, negotiating or implementing the Plan, solicitation of     
acceptances of the Plan, the pursuit of confirmation of the Plan, the           
consummation of the Plan, the confirmation of the Plan, or the                  
administration of the Plan or the property to be distributed under the          
Plan, except for their gross negligence or willful misconduct.                  

   (c) Reorganized ICG shall indemnify each Person
exculpated pursuant to this Section 12.11 against, hold each such Person        
harmless from, and reimburse each such Person for, any and all losses,          
costs, expenses (including attorneys' fees and expenses), liabilities and       
damages sustained by such Person arising from any liability described in        
this Section 12.11.                                                             

             (d) The foregoing exculpation and limitation on liability
shall not, however, limit, abridge, or otherwise affect the rights, if any,     
of the Reorganized Debtors to enforce, sue on, settle, or compromise the        
Litigation Claims retained pursuant to Sections 5.8 and 5.9 of this Plan.       

12.12    Binding Effect                                       

The Plan shall be binding upon and inure to the benefit of the
Debtors, all present and former holders of Claims against and Interests in      
the Debtors, their respective successors and assigns, including, but not        
limited to, the Reorganized Debtors, and all other parties-in-interest in       
this Chapter 11 Case.                                                           

12.13    Revocation, Withdrawal, Or Non-Consummation          

 The Debtors reserve the right to revoke or withdraw the Plan at
any time prior to the Effective Date and to file subsequent plans of            
reorganization. If the Debtors revoke or withdraw the Plan, or if               
Confirmation or consummation does not occur, then (a) the Plan shall be         
null and void in all respects, (b) any settlement or compromise embodied in     
the Plan (including the fixing or limiting to an amount certain any Claim       
or Class of Claims), assumption or rejection of executory contracts or          
leases effected by the Plan, and any document or agreement executed             
pursuant to the Plan shall be deemed null and void, and (c) nothing             
contained in the Plan, and no acts taken in preparation for consummation of     
the Plan, shall (x) constitute or be deemed to constitute a waiver or           
release of any Claims by or against, or any Interests in, any Debtor or any     
other Person, (y) prejudice in any manner the rights of any Debtor or any       
Person in any further proceedings involving a Debtor, or (z) constitute an      
admission of any sort by any Debtor or any other Person.                        

12.14    Plan Exhibits                                        

  Any and all Plan Exhibits, or other lists or schedules not filed
with the Plan shall be filed with the Clerk of the Bankruptcy Court at          
least five (5) Business Days prior to date of the commencement of the           
Confirmation Hearing. Upon such filing, such documents may be inspected in      
the office of the Clerk of the Bankruptcy Court during normal court hours.      
Holders of Claims or Interests may obtain a copy of any such document upon      
written request to the Debtors in accordance with Section 12.15 of the          
Plan.                                                                           

12.15    Notices                                              

    Any notice, request, or demand required or permitted to be made or
provided to or upon a Debtor or Reorganized Debtor under the Plan shall be      
(a) in writing, (b) served by (i) certified mail, return receipt requested,     
(ii) hand delivery, (iii) overnight delivery service, (iv) first class          
mail, or (v) facsimile transmission, and (b) deemed to have been duly given     
or made when actually delivered or, in the case of notice by facsimile          
transmission, when received and telephonically confirmed, addressed as          
follows:                                                                        

ICG COMMUNICATIONS, INC., et al.                              
161 Inverness Drive West                                      
Englewood, Colorado  80112                                    
Att'n: Bernard L. Zuroff, Esq.                                
Telephone:        (303) 414-5872                              
Facsimile:        (304) 414-8869                              

with a copy to:                                               

SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)               
333 West Wacker Drive                                         
Chicago, Illinois  60606-1285                                 
Att'n:     Timothy R. Pohl, Esq.                              
Rena M. Samole, Esq.                    
Telephone:        (312) 407-0700                              
Facsimile:        (312) 407-0411                              

with a copy to:                                               

CHAIM J. FORTGANG, ESQ.                                       
Hippodrome Center                                             
1120 Avenue of the Americas, Suite 4024                       
New York, NY 10036                                            
Telephone:        (212) 626-6710                              
Facsimile:        (212) 626-6711                              

WACHTELL, LIPTON, ROSEN & KATZ                                
51 West 52nd Street                                           
New York, NY  10019                                           
Attn:    Richard G. Mason, Esq.                               
Telephone:        (212) 403-1000                              
Facsimile:        (212) 403-2000                              

SHEARMAN & STERLING                                           
599 Lexington Avenue                                          
New York, NY  10002                                           
Attn:    Mark J. Shapiro, Esq.                                
Telephone: (212) 848-8195                                     
Facsimile: (212) 848-7179                                     

12.16    Indemnification and Related Matters                  

(a)      Third-Party Indemnification                          

Indemnification Obligations owed to any present or former     
professionals or advisors of the Debtors arising out of acts that occurred      
prior to the Petition Date, including, without limitation, accountants,         
auditors, financial consultants, underwriters, or attorneys, shall be           
deemed to be, and shall be treated as though they are, executory contracts      
that are rejected pursuant to section 365 of the Bankruptcy Code under this     
Plan.                                                                           

        (b)      Indemnification of Debtors' Directors, Officers and Employees

Reorganized ICG shall provide standard and customary          
indemnification for all officers and directors (as of the Petition Date and     
thereafter) for all actions or events occurring after the Petition Date.        
Indemnification Obligations to present and former officers and directors        
for actions or events occurring prior to the Petition Date shall be limited     
to director and officer liability insurance coverage; provided however that     
all Indemnification Obligations to members of the Special Committee,            
including for actions or events occurring prior to the Petition Date, shall     
be deemed to be, and shall be treated as though they are, executory             
contracts that are assumed pursuant to section 365 of the Bankruptcy Code.      
In addition, Reorganized ICG shall indemnify present and former officers        
and directors for all legal fees and expenses and shall advance all such        
fees and expenses, as well as any insurance deductibles (if applicable),        
related to any claims or lawsuits for any actions or events occurring prior     
to the Petition Date. Reorganized ICG shall also reimburse the Special          
Committee and its members for all legal fees and expenses incurred by them      
in connection with the Chapter 11 Cases and the Plan.                           

12.17    Prepayment                                           

    Except as otherwise provided in this Plan, any ancillary documents
entered into in connection therewith, or the Confirmation Order, the            
Debtors shall have the right to prepay, without penalty, all or any portion     
of an Allowed Claim at any time; provided, however, that any such               
prepayment shall not be violative of, or otherwise prejudice, the relative      
priorities and parities among the classes of Claims.                            

       12.18    Dissolution of the Creditors' Committee and Establishment of
the Claims Resolution Committee                                                 

(a)      Creditors' Committee               

   On the Effective Date, the Creditors' Committee will dissolve and
its members will be released and discharged from all duties and obligations     
arising from or related to the Chapter 11 Cases. The Professionals retained     
by the Creditors' Committee and the members thereof will not be entitled to     
compensation or reimburse ment of expenses for any services rendered after      
the Effective Date.                                                             

(b)      Claims Resolution Committee        

                        (i)      Function and Composition of the Committee

On the Effective Date, the Claims Resolution Committee will be
established. Its sole functions will be: (A) to review and (to the extent       
it deems necessary or appropriate) object to applications for allowance of      
compensation and reimbursement of expenses for Professionals filed before       
or after the Effective Date, (B) to monitor the Reorganized Debtors'            
progress in (x) reconciling and resolving Disputed Claims and (y) making        
distributions on account of such Claims once resolved and (C) to review and     
assert objections to the reasonable ness of settlements and compromises of      
such Claims, pursuant to Section 9.1. The Claims Resolution Committee will      
consist of three holders of Class H-4 and S-4 Claims who sit on the             
Creditors' Committee as of the Effective Date or other persons selected by      
the Creditors' Committee.                                                       

   (ii)     Committee Procedures

The Claims Resolution Committee will adopt by-laws that will  
control its functions. These by-laws, unless modified by the Claims             
Resolution Committee, will provide the following: (A) a majority of the         
Claims Resolution Committee will constitute a quorum, (B) one member of the     
Claims Resolution Committee will be designated by the majority of its           
members as its chairperson, (C) meetings of the Claims Resolution Committee     
will be called by its chairperson on such notice and in such manner as its      
chairperson may deem advisable and (D) the Claims Resolution Committee will     
function by decisions made by a majority of its members in attendance at        
any meeting.                                                                    

                 (iii)    Employment of Professionals by the
Committee and Reimbursement of Committee Members                                

  The Claims Resolution Committee will be authorized to retain and
employ counsel and other profession als to assist with the claims               
reconciliation process. The role of the Claims Resolution Committee's           
professionals will be strictly limited to assisting the committee in its        
functions as set forth herein. The Reorganized Debtors will pay the actual,     
necessary, reasonable and documented fees and expenses of the professionals     
retained by the Claims Resolution Committee, as well as the actual,             
necessary, reasonable and documented expenses incurred by each committee        
member in the performance of its duties upon the monthly submission of          
bills to the Reorganized Debtors and the members of the Claims Resolution       
Committee. If no objection to payment is received within 30 days following      
delivery of the bill, the bill (or its undisputed portion) will be paid by      
the Reorganized Debtors. Other than as specified in the preceding sentence,     
(or as agreed by the Debtors and the Creditors' Committee or Claims             
Resolution Committee, or ordered by the Bankruptcy Court) the members of        
the Claims Resolution Committee will serve without compensation. If there       
is any unresolved dispute between the Reorganized Debtors and the Claims        
Resolution Committee, its professionals or a member thereof as to any fees      
or expenses, such dispute will be submitted to the Bankruptcy Court for         
resolution.                                                                     

           (iv)     Dissolution of the Committee

Subject to further order of the Bankruptcy Court, the Claims  
Resolution Committee will dissolve on the date that an officer of               
Reorganized ICG files and serves on counsel to the Claims Resolution            
Committee by overnight delivery service or facsimile transmission a             
certification that the aggregate Face Amount of the remaining Disputed          
Claims in Classes H-4 and S-4, in the aggregate, is equal to or less than       
$25 million, or on the date that any objection filed to such certification      
is resolved by the Bankruptcy Court such that the aggregate Face Amount of      
the remaining Disputed Claims in Classes H-4 and S-4, in the aggregate, is      
equal to or less than $25 million. The Claims Resolution Committee may file     
and serve on the Reorganized Debtors an objection to the certification          
within ten (10) days of receipt thereof, with the issue of the aggregate        
Face Amount of remaining Disputed Claims to be determined by the Bankruptcy     
Court. The professionals retained by the Claims Resolution Committee and        
the members of the committee will not be entitled to compensation or            
reimbursement of expenses for any services rendered after the date of           
dissolution of the committee. Notwithstanding the foregoing, the Claims         
Resolution Committee will not dissolve until orders regarding final             
requests for compensation by professionals become Final Orders and until        
the Confirmation Order becomes a Final Order.                                   

12.19    Term Of Injunctions Or Stays                         

    Unless otherwise provided herein or in the Confirmation Order, all
injunctions or stays provided for in the Chapter 11 Case under sections 105     
or 362 of the Bankruptcy Code or otherwise, and extant on the Confirmation      
Date (excluding any injunctions or stays contained in this Plan or the          
Confirmation Order), shall remain in full force and effect until the            
Effective Date.                                                                 

Dated as of: April 3, 2002                                                      

ICG COMMUNICATIONS, INC.
                            (for itself and on behalf of the Subsidiary Debtors)

  By:  /s/ Randall E. Curran
                                 -----------------------------------------------
  Name:    Randall E. Curran
               Title:   Chief Executive Officer of ICG
              Communications, Inc.

SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)                                 

Timothy R. Pohl                                                                 
Rena M. Samole                                                                  
333 W. Wacker Drive                                                             
Chicago, Illinois 60606-1285                                                    
(312) 407-0700,                                                                 

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP                                        

/s/ Gregg M. Galardi                                                            
--------------------------------------------------------                        
Gregg M. Galardi                                                                
One Rodney Square                                                               
P.O. Box 636                                                                    
Wilmington, Delaware 19899-0636                                                 
(302) 651-3000                                                                  

Attorneys for ICG Communications, Inc., et al.                                  

EXHIBIT B     
---------     

REJECTION BAR DATE NOTICE     

UNITED STATES BANKRUPTCY COURT    
DISTRICT OF DELAWARE    

In re:                                      :                                   
                           :        Chapter 11
ICG COMMUNICATIONS, INC.,                   :        Case No.  00-4238 (PJW)    
et al.,                                     :                                   
-- ---                                      :        Jointly Administered       
Debtors.         :        

NOTICE REGARDING (A) EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO BE REJECTED  
PURSUANT TO SECTION 365 OF THE BANKRUPTCY CODE AND (B) BAR DATE FOR     
CLAIMS ARISING THEREFROM    
------------------------    

PLEASE TAKE NOTICE OF THE FOLLOWING:        

1.       Executory Contracts and Unexpired Leases to Be Rejected. Pursuant      
   to Section 7.3 of the Second Amended Joint Plan of Reorganization
 of ICG Communications, Inc. dated April 3, 2002, (the "Plan"),1
  section 365 of the Bankruptcy Code, 11 U.S.C.ss.ss.101-1330 (the
"Bankruptcy Code"), and the Order of the Bankruptcy Court     
confirming the Plan (the "Confirmation Order"), the           
  above-captioned debtors and debtors in possession (collectively,
the "Debtors") will reject, as of and conditioned upon the    
occurrence of the effective date of the Plan (the "Effective  
Date"), each of the executory contracts (collectively, the    
"Contracts") and unexpired leases (collectively, the "Leases")
    listed on Schedule 7.3 to the Plan that has not previously expired
 or been terminated pursuant to its own terms. The Contracts and
    Leases to which you are a party that appear on Schedule 7.3 to the
  Plan (and thus have been identified for rejection) are listed on
the attached Annex A.                                         

2.       Bar Date for Proof of Claim. Notwithstanding anything in the Bar       
Date Order to the contrary, if the rejection of a Contract or 
    Lease pursuant to Section 7.3 of the Plan gives rise to a Claim by
 the other party or parties to the Contract or Lease, such Claim
  shall be forever barred and shall not be enforceable against the
  Debtors, the Reorganized Debtors, their respective successors or
   their respective properties unless a proof of Claim is filed with
the Reorganized Debtors' claims and noticing agent, Logan and 
Company, Inc. by sending the executed proof of Claim by mail, 
 overnight delivery or hand delivery to Logan and Company, Inc.,
 546 Valley Road, Upper Montclair, NJ 07043 so that the proof of
    Claim is actually received no later than 30 days after the date of
this Notice indicated below. For your convenience, a copy of a
proof of Claim form is included with this Notice.             

--------                                                                        
1        Unless otherwise defined in this Notice, capitalized 
            terms and phrases used herein have the meanings given to
them in the Plan.                           

Dated:  June __, 2002                                                           
Wilmington, Delaware                                            

                       Timothy R. Pohl
                      Rena M. Samole
                             SKADDEN, ARPS, SLATE,
                                     MEAGHER & FLOM (ILLINOIS)
                             333 West Wacker Drive
                               Chicago, Illinois 60606
                      (312) 407-0700

                                 - and -

                                            ------------------------------------
                        Gregg M. Galardi
                                     SKADDEN, ARPS, SLATE, MEAGHER
                      & FLOM LLP
                         One Rodney Square
                                  Wilmington, Delaware 19899
                      (302) 651-3000

                                           ATTORNEYS FOR DEBTORS IN POSSESSION

ANNEX A     

EXHIBIT C     
---------     

CURE AMOUNT NOTICE    

UNITED STATES BANKRUPTCY COURT    
DISTRICT OF DELAWARE    

In re:                                         :                                
                                 :        Chapter 11
ICG COMMUNICATIONS, INC.,                      :        Case No.  00-4238 (PJW) 
et al.,                                        :                                
-- ---                                         :        Jointly Administered    
Debtors.            :     

NOTICE OF (I) ASSUMPTION OF CERTAIN EXECUTORY CONTRACTS     
AND UNEXPIRED LEASES AND    
(II) DEADLINE TO FILE A CURE AMOUNT NOTICE    
------------------------------------------    

PLEASE TAKE NOTICE THAT:                                                        

             1. Executory Contracts and Unexpired Leases to Be Assumed
or Assumed and Assigned. On May 20, 2002, the United States Bankruptcy          
Court for the District of Delaware (the "Bankruptcy Court") entered an          
order (the "Confirmation Order") confirming the Second Amended Joint Plan       
of Reorganization of ICG Communications, Inc. (the "Plan"), in the chapter      
11 cases of ICG Communications, Inc. ("ICG") and its affiliates                 
(collectively, the "Debtors"). Pursuant to Article VII of the Plan, the         
Debtors will assume certain executory contracts and unexpired leases            
(together the "Executory Contracts and Unexpired Leases"). The Executory        
Contracts and Unexpired Leases are all of the Debtors' executory contracts      
and unexpired leases (as those terms are defined under applicable law),         
except: (i) executory contracts and unexpired leases previously assumed by      
Order of the Court; (ii) executory contracts and unexpired leases               
previously rejected by Order of the Court and (iii) executory contracts and     
unexpired leases to be rejected listed on Schedule 7.3 to the Plan.             

          2. Proposed Amounts Required to Cure Defaults. Section
365(b)(1)(A) of the Bankruptcy Code requires that the Debtors cure ("Cure")     
or provide adequate assurance that they will promptly cure defaults under       
the Proposed Assumed Contracts at the time of assumption. The Debtors have      
determined the amounts required to cure defaults under the Proposed Assumed     
Contracts based on the Debtors' books and records and related documents         
(the "Cure Amount Claims"). The Cure Amount Claims for the Executory            
Contracts and Unexpired Leases to which you are a party are identified on       
the attached Annex A.                                                           

    3. Deadline to Respond to Proposed Assumption or
Assumption and Assign ment and Proposed Cure Amount Claims. Pursuant to the     
Confirmation Order, if you dispute (i) the amount of any Cure, (ii) the         
ability of the applicable Reorganized Debtor or any assignee to provide         
"adequate assurance of future performance" (within the meaning of section       
365 of the Bankruptcy Code) under the contract or lease to be assumed or        
(iii) any other matter pertaining to assumption of such contract or lease,      
you must file with the Bankruptcy Court and serve on the Debtors or the         
Reorganized Debtors, as applicable, a written objection setting forth the       
basis for such dispute no later than 20 days after the date of service of       
this Cure Amount Notice (the "Objection Deadline"). The Cure shall be made      
following the entry of a Final Order resolving the dispute and approving        
the assumption or assumption and assignment, as the case may be. For            
purposes of filing Objections, the address of the Bankruptcy Court is 824       
North Market Street, Wilmington, Delaware 19801.                                

             4. Consensual Resolution of Disputes. The Debtors request
that any party that disputes the assumption or assumption and assignment of     
a Executory Contracts and Unexpired Leases or the amount of a Cure Amount       
Claim contact the Debtors prior to the Objection Deadline to attempt to         
resolve such dispute consensually. The Debtors' contact person for such         
matters is Bernard Zuroff, Esq., at ICG Communications, Inc., 161 Inverness     
Drive West, Englewood, Colorado 80112 or (303) 414- 5872. If such disputes      
cannot be resolved consensually prior to the Objection Deadline, you must       
file and serve an Objection to preserve your right to dispute the               
assumption or assumption and assignment of an Executory Contract or             
Unexpired Lease or the amount of a Cure Amount Claim. If you do not timely      
and properly object to the proposed Cure Amount Claim identified on Exhibit     
A, the proposed amount shall become the final Allowed Cure Amount Claim         
without further action by the Bankruptcy Court, the Debtors or the              
Reorganized Debtors, and the Cure Amount Claim shall be paid or satisfied       
in accordance with the Plan and the Confirmation Order.                         

      5. Hearing; Reservation of Rights. If your dispute
regarding the amount of Cure or any requirement for adequate assurance of       
future performance that cannot be resolved consensually among the parties,      
(i) such disputes shall be determined by the Bankruptcy Court at a hearing      
scheduled on not less than 30 days notice and (ii) the Debtors shall have       
the right to reject the contract or lease for a period of five (5) days         
after entry of a Final Order establishing a Cure amount in excess of that       
provided by the Debtors or any requirement for adequate assurance of future     
performance that is not acceptable to the Debtors.                              

           6. Payment of Cure Amount. Absent any pending disputes,
the Cure Amount Claims shall be satisfied, at the option of the Debtor or       
Reorganized Debtor assuming the applicable Executory Contract or Unexpired      
Lease or the assignee of such Debtor or Reorganized Debtor, (a) by payment      
of the Cure Amount Claim in cash on the Effective Date or as soon as            
practicable after the applicable Objection Deadline or (b) on such other        
terms as agreed to by the parties to such Executory Contract or Unexpired       
Lease. If there is a dispute regarding the amount of any Cure Amount Claim      
or any other matter pertaining to the assumption or assumption and              
assignment of the underlying Executory Contract or Unexpired Lease, the         
applicable Cure Amount Claim shall be paid as soon as practicable following     
the entry of a Final Order, or the filing of such agreement or other            
document, resolving the dispute. Until a Cure Amount Claim becomes Allowed      
in accordance with the procedures set forth herein and in the Confirmation      
Order, such Claim shall be treated as a Disputed Claim for purposes of          
making distributions under the Plan.                                            

DATED this __ day of June, 2002.                              

                     -----------------------------
       Timothy R. Pohl
      Rena M. Samole
                     SKADDEN, ARPS, SLATE, MEAGHER
               & FLOM (ILLINOIS)

             - and -

        Gregg M. Galardi
                     SKADDEN, ARPS, SLATE, MEAGHER
        & FLOM LLP

                     Attorneys for the Debtors and
             Debtors-in-Possession

[EXHIBITS TO BE PROVIDED]     

EXHIBIT D     
---------     

CONFIRMATION NOTICE     

UNITED STATES BANKRUPTCY COURT    
DISTRICT OF DELAWARE    

In re:                                    :                                     
                       :        Chapter 11
ICG COMMUNICATIONS, INC.,                 :        Case No.  00-4238 (PJW)      
et al.,                                   :                                     
-- ---                                                                          
                                 :        Jointly Administered
Debtors.       :          

NOTICE OF ENTRY OF ORDER CONFIRMING THE SECOND AMENDED JOINT PLAN     
OF REORGANIZATION OF ICG COMMUNICATIONS, INC.     

PLEASE TAKE NOTICE OF THE FOLLOWING:        

            1. Confirmation of the Plan. On May 20, 2002, the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy           
Court") entered an order (the "Confirmation Order") confirming the Second       
Amended Joint Plan of Reorganization of ICG Communications, Inc., dated         
April 3, 2002, (the "Plan"), in the chapter 11 cases of the above-captioned     
debtors and debtors in possession (collectively, the "Debtors"). The            
Effective Date of the Plan (as defined therein) has occurred. Unless            
otherwise defined in this Notice, capitalized terms and phrases used herein     
have the meanings given to them in the Plan and the Confirmation Order.         

   2.       Discharge of Claims and Termination of
Interests.                

  (a) Except as provided in the Plan or in the Confirmation Order,
all consideration distributed under the Plan shall be in exchange for and       
in complete satisfaction, settlement, discharge and release of all Claims       
of any nature whatsoever against the Debtors or any of their assets or          
properties, and, regardless of whether any property shall have been             
distributed or retained pursuant to the Plan on account of such Claims,         
upon the Effective Date, the Debtors, and each of them, shall (i) be            
discharged and released under section 1141(d)(1)(A) of the Bankruptcy Code      
from any and all Claims, including, but not limited to, demands and             
liabilities that arose before the Confirmation Date, and all debts of the       
kind specified in section 502(g), 502(h) or 502(i) of the Bankruptcy Code,      
whether or not (A) a proof of Claim based upon such debt is filed or deemed     
filed under section 501 of the Bankruptcy Code, (B) a Claim based upon such     
debt is Allowed under section 502 of the Bankruptcy Code or (C) the holder      
of a Claim based on such debt accepted the Plan; and (ii) terminate all ICG     
Interests.                                                                      

  (b) Except as provided in the Plan or in the Confirmation Order,
the Confirmation Order constitutes a judicial determination, as of the          
Effective Date, of a discharge of all Claims and other debts and                
liabilities against the Debtors and termination of all ICG Interests and        
other rights of equity security holders in ICG, pursuant to sections 524        
and 1141 of the Bankruptcy Code, and such discharge shall void any judgment     
obtained against a Debtor at any time, to the extent that such judgment         
relates to a discharged Claim or terminated Interest.                           

3.       Injunctions.                       

  (a) Except as provided in the Plan or the Confirmation Order, as
of the Effective Date, all entities that have held, currently hold or may       
hold a Claim or other debt or liability that is discharged or an Interest       
or other right of an equity security holder that is terminated pursuant to      
the terms of the Plan are permanently enjoined from taking any of               
the following actions against the Debtors, Reorganized Debtors or their         
property on account of any such discharged Claims, debts or liabilities or      
terminated Interests or rights: (i) commencing or continuing in any manner      
or in any place any action or other proceeding; (ii) enforcing, attaching,      
collecting or recovering in any manner any judgment, award, decree or           
order; (iii) creating, perfecting or enforcing any lien or encumbrance;         
(iv) asserting a setoff, right of subrogation or recoupment of any kind         
against any debt, liability or obligation due to the Debtors and (v)            
commencing or continuing any action, in any manner, in any place that does      
not comply with or is inconsistent with the provisions of the Plan.             

(b) As of the Effective Date, all entities that have held,    
currently hold or may hold a Claim, demand, debt, right, cause of action or     
liability that is released pursuant to the Plan are permanently enjoined        
from taking any of the following actions against any released entity or its     
property on account of such released Claims, obligations, suits, judgments,     
damages, demands, debts, rights, causes of action or liabilities: (i)           
commencing or continuing in any manner any action or other proceeding; (ii)     
enforcing, attaching, collecting or recovering in any manner any judgment,      
award, decree or order; (iii) creating, perfecting or enforcing any lien or     
encumbrance; (iv) asserting a setoff, right of subrogation or recoupment of     
any kind against any debt, liability or obligation due to any released          
entity and (v) commencing or continuing any action, in any manner, in any       
place that does not comply with or is inconsistent with the provisions of       
the Plan.                                                                       

    (c) By accepting distribution pursuant to the Plan, each holder of
an Allowed Claim or Allowed Interest receiving distributions pursuant to        
the Plan shall be deemed to have specifically consented to the injunctions      
set forth above.                                                                

             4. Releases and Satisfaction of Subordination Rights. All
Claims of the holders of the Secured Lender Claims and the Old Note Claims      
against the Debtors and all rights and claims between or among such holders     
relating in any manner whatsoever to any claimed subordination rights or        
rights to assert Claims that are owned by any of the Debtors or their           
Estates against any other Debtor or third party, shall be deemed satisfied      
by the distributions under, described in, contemplated by, and/or               
implemented in Section 3.3 of the Plan. Distributions under, described in,      
contemplated by, and/or implemented by the Plan to the various Classes of       
Claims under the Plan shall not be subject to levy, garnishment, attachment     
or like legal process by any Claim holder, including but not limited to,        
holders of Secured Lender Claims and Old Note Claims by reason of any           
claimed subordination rights or otherwise, so that each Claim holder shall      
have and receive the benefit of the distributions in the manner set forth       
in the Plan.                                                                    

5.       Bar Dates.                         

(a) Except as otherwise provided below and in Sections 3.1 and
12.1 of the Plan, unless previously Filed, requests for payment of              
Administrative Claims must be Filed with the Bankruptcy Court and served on     
counsel to the Debtors and counsel for the Creditors' Committee so that         
they are actually received no later than forty-five (45) days after the         
Effective Date. Holders of Administrative Claims that are required to File      
and serve a request for payment of such Administrative Claims and that do       
not File and serve a request by the applicable bar date shall be forever        
barred from asserting such Administrative Claims against the Debtors, the       
Reorganized Debtors or their respective property, and such Administrative       
Claims shall be deemed discharged as of the Effective Date. Objections by       
the Debtors to such requests must be Filed not later than forty-five (45)       
days after the Filing of the applicable request for payment of                  
Administrative Claims.                                                          

  (b) No later than forty-five (45) days after the Effective Date,
Professionals or other entities asserting a Professional Fee Claim for          
services rendered before the Effective Date, other than any Professional        
who may receive compensation or reimbursement of expenses pursuant to the       
Ordinary Course Professionals' Order, must File with the Bankruptcy Court       
and serve the Reorganized Debtors and their counsel an application for          
final allowance of such Professional Fees. Objections to any Professional       
Fee Claim must be filed with the Bankruptcy Courtand served on the              
Reorganized Debtors and their counsel and the requesting Professional so        
that they are actually received not later than thirty (30) days after the       
Filing of the applicable application for compensation or reimbursement was      
served.                                                                         

    (c) Holders of Administrative Claims based on liabilities incurred
by a Debtor in the ordinary course of its business are not required to File     
or serve any request for payment of such Administrative Claims. Such            
Administrative Claims shall be satisfied pursuant to Section 3.1 of the         
Plan.                                                                           

       6. Bankruptcy Court Address. For purposes of Filing
requests for payment of Administra tive Claims and applications for             
allowance of Fee Claims, the address of the Bankruptcy Court is 824 Market      
Street, Marine Midland Plaza, 5th Floor, Wilmington, Delaware 19801.            

             7. Effective Date. A separate notice of the occurrence of
the Effective Date will be posted on the Debtors' website at                    
www.icgcomm.com and the Bankruptcy Court's website at www.deb.uscourts.gov      
as soon as practicable thereafter.                                              

  8. Copies of Confirmation Order. Copies of the
Confirmation Order are publicly available, free of charge and without a         
password, online in electronic format at www.icgcomm.com and                    
www.deb.uscourts.gov. Copies of the Confirmation Order may also be              
obtained, at the requesting parties expense, by contacting IKON Office          
Solutions at (302) 777-4500.                                                    

Dated:   Wilmington, Delaware                                                   
June __, 2002                                                 

                       Timothy R. Pohl
                      Rena M. Samole
                             SKADDEN, ARPS, SLATE,
                                     MEAGHER & FLOM (ILLINOIS)
                             333 West Wacker Drive
                               Chicago, Illinois 60606
                      (312) 407-0700

               - and -

                                     -----------------------------
                        Gregg M. Galardi
                             SKADDEN, ARPS, SLATE,
                          MEAGHER & FLOM LLP
                         One Rodney Square
                                  Wilmington, Delaware 19899
                      (302) 651-3000

                                           ATTORNEYS FOR DEBTORS IN POSSESSION

EXHIBIT E     
---------     

INITIAL BOARD OF DIRECTORS OF ICG     

UNITED STATES BANKRUPTCY COURT      
DISTRICT OF DELAWARE    

In re:                              :                                           
           :        Chapter 11
ICG COMMUNICATIONS, INC.,           :        Case No.  00-4238 (PJW)            
et al.,                             :                                           
-- ---                              :        Jointly Administered               
Debtors. :                

NOTICE OF IDENTIFICATION OF DIRECTORS OF REORGANIZED    
ICG COMMUNICATIONS, INC.    

 PLEASE TAKE NOTICE, that, in accordance with Section 5.7 of the
Second Amended Joint Plan of Reorganization of ICG Communications, Inc.,        
(the "Plan"), the following persons are hereby identified as the directors      
appointed to serve on the initial board of directors of Reorganized ICG.        

                                                        [Enlarge/Download Table]


======================================================================================================   

      Name                                   Background                                Appointed by      
======================================================================================================   

                                                                                                         
Randall E.       Randall E. Curran was named Chief Executive Officer in September        Debtors         
Curran           2000.  Prior to his position at the Company, Mr. Curran most                            
                 recently served as Chairman, President and Chief Executive Officer                      
                 of Thermadyne Holdings Corporation.  Mr. Curran also served as                          
                 vice president of Finance for Clarke Industries, a division of                          
                 Cooper Industries.  Mr. Curran received a Bachelor of Arts in                           
                 Economics from DePaul University and a Master of Business                               
                 Administration from Loyola University Chicago.                                          

------------------------------------------------------------------------------------------------------   

Robert C.        Robert C. Davenport is currently a Managing Director of  Cerberus       Cerberus        
Davenport        Capital Management, L.P.  Mr. Davenport joined Cerberus from            Capital         
                 Vestar Capital partners, a middle-market leveraged buyout firm,         Management, L.P.
                 where he was a principal until 1995.  At Vestar, he was                                 
                 responsible for identifying, analyzing and executing leveraged                          
                 buyout opportunities.  Mr. Davenport also worked in the M&A group                       
                 at Drexel Burnham and spent two years investing a small pool of                         
                 capital in special situations in the equity, high yield, and                            
                 derivatives markets.  Mr. Davenport is a graduate of the                                
                 University of California.                                                               

------------------------------------------------------------------------------------------------------   

Bruce Forsyth    Bruce Forsyth is a founding member of REO Consulting Group, L.L.C.,     Cerberus        
                 advising technology investment companies regarding strategic and        Capital         
                 tactical business planning , market assessment, and                     Management, L.P.
                 restructuring/turnaround situations. Prior to co-founding REO, Mr.                      
                 Forsyth spent 20 years in the communications industry serving in                        
                 executive level positions for OnTera Broadband, Inc., Davel                             
                 Communications, Intermedia Communications and Frontier                                  
                 Communications.                                                                         

------------------------------------------------------------------------------------------------------   

Mark A. Neporent Mark A. Neporent is the Chief Operating Officer and Managing            Cerberus        
                 Director of Cerberus Capital Management, L.P.  Mr. Neporent joined      Capital         
                 Cerberus in 1998 from Schulte Roth & Zabel LLP, a New York              Management, L.P.
                 City-based law firm where he was a partner in the firm's Business                       
                 Reorganization and Finance Group.   He is a graduate of Lehigh                          
                 University and a graduate of Syracuse University College of Law.                        

------------------------------------------------------------------------------------------------------   

Seth P. Plattus  Seth P. Plattus is currently a Managing Director at Cerberus            Cerberus        
                 Capital Management, L.P. where he has worked since 1994.  Prior to      Capital         
                 his work at Cerberus, Mr. Plattus spent four years at The               Management, L.P.
                 Blackstone Group  L.P.  Mr. Plattus also worked for four years as                       
                 an attorney at Skadden, Arps, Slate, Meagher & Flom.  He is a                           
                 graduate of Cornell University and a graduate of the University of                      
                 Pennsylvania Law School.                                                                

------------------------------------------------------------------------------------------------------   

Jill Thoerle     Jill Thoerle is a founding member of REO Consulting Group, L.L.C.,      Cerberus        
                 advising technology investment companies regarding strategic and        Capital         
                 tactical business planning , market assessment, and                     Management, L.P.
                 restructuring/turnaround situations. Prior to co-founding REO, Ms.                      
                 Thoerle served as President and Chief Executive Officer of OnTera                       
                 Broadband, Inc.  Ms. Thoerle has held executive positions with                          
                 AT&T, Teleport Communications Group, Inc., MCI Communications,                          
                 Inc., and Deloitte & Touche Management Consulting.                                      

------------------------------------------------------------------------------------------------------   

Joseph R.        Joseph Thornton, 40, is counsel to W.R. Huff Asset Management Co.,      W.R. Huff       
Thornton         LLC, and has worked with the firm for more than ten (10) years.         Asset           
                 Mr. Thornton received a BA degree (Economics), and JD and MBA           Management Co., 
                 degrees from the University of North Carolina at Chapel Hill. Mr.       LLC             
                 Thornton has served on the Boards of Directors of e.spire                               
                 Communications and Uniflex, Inc. and as an observer to the Board                        
                 of Price Communications.  Mr. Thornton is a Chartered Financial                         
                 Analyst.                                                                                
------------------------------------------------------------------------------------------------------   

William J.       William Connors is a Portfolio Manager for W.R. Huff Asset              W.R. Huff       
Connors          Management Co., LLC and the Chief Investment Officer of WRH             Asset           
                 Partners Global Securities, LP.  He has worked with the Huff group      Management Co., 
                 since 1992.  Mr. Connors received his undergraduate degree in           LLC             
                 Applied Mathematics from Drew University and his MBA from Columbia                      
                 University.  Mr. Connors is a Chartered Financial Analyst.                              
------------------------------------------------------------------------------------------------------   

Thomas Doster,   Thomas Doster is an Executive Director at Morgan Stanley, and has       Creditors'      
IV               worked with the company since 1996.  Prior to joining Morgan            Committee       
                 Stanley, Mr. Doster served as a distressed analyst at Goldman                           
                 Sachs.  Mr. Doster received his undergraduate degree from Cornell                       
                 University.                                                                             
------------------------------------------------------------------------------------------------------   

Dated:  Wilmington, Delaware                                                    
May 17, 2002                                                    

                       Timothy R. Pohl
                      Rena M. Samole
                             SKADDEN, ARPS, SLATE,
                                     MEAGHER & FLOM (ILLINOIS)
                             333 West Wacker Drive
                               Chicago, Illinois 60606
                      (312) 407-0700

                                 - and -

                                     -----------------------------
                                    Gregg M. Galardi (I.D. 2991)
                                   Marion M. Quirk (I.D. 4136)
                             SKADDEN, ARPS, SLATE,
                              MEAGHER & FLOM LLP
                         One Rodney Square
                                  Wilmington, Delaware 19899
                      (302) 651-3000

                                           ATTORNEYS FOR DEBTORS IN POSSESSION

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
Filed on:		6/4/02
For Period End:		5/21/02
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		12/19/00
		11/14/00		10-12B,  8-K,  NT 10-Q
		8/12/99
		4/27/98
		2/12/98		8-K,  SC 13G/A
		3/11/97
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