-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EmxOfPnpJFokEw6oB3IKYJCKeNIoPie+XHABGnTAf3Gs5sXt8Si4Pn7k9TnIbU0q eXkCvd2ysZBb0fLe/aDfvQ== 0001104659-06-034878.txt : 20060515 0001104659-06-034878.hdr.sgml : 20060515 20060515140022 ACCESSION NUMBER: 0001104659-06-034878 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060515 DATE AS OF CHANGE: 20060515 GROUP MEMBERS: MCCC ICG HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MPOWER HOLDING CORP CENTRAL INDEX KEY: 0001117042 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 522232143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59595 FILM NUMBER: 06839350 BUSINESS ADDRESS: STREET 1: 175 SULLY STREET 2: STE 300 CITY: PITTSFORD STATE: NY ZIP: 14534 BUSINESS PHONE: 5852186550 MAIL ADDRESS: STREET 1: 175 SULLY STREET 2: STE 300 CITY: PITTSFORD STATE: NY ZIP: 14534 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICG COMMUNICATIONS INC /DE/ CENTRAL INDEX KEY: 0001013240 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841342022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST STREET 2: PO BOX 6742 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3034145643 MAIL ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST STREET 2: P O OX 6742 CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: ICG HOLDINGS CANADA CO DATE OF NAME CHANGE: 19990226 FORMER COMPANY: FORMER CONFORMED NAME: ICG COMMUNICATIONS INC DATE OF NAME CHANGE: 19960430 SC 13D/A 1 a06-11936_1sc13da.htm AMENDMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Mpower Holding Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

62473L 30 9

(CUSIP Number)

Daniel P. Caruso

ICG Communications, Inc.
MCCC ICG Holdings LLC
161 Inverness Drive West
Englewood, CO 80112

(303) 414-5000

COPY TO:

David J. Kendall, Esq.
Kendall, Koenig & Oelsner PC
1675 Broadway, Suite 750
Denver, CO 80202
(303) 672-0100

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 4, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 3d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall not be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 62473L 30 9

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

	ICG Communications, Inc.


2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o

	(b)	o

3.	SEC Use Only


4.	Source of Funds (See Instructions) OO


5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)


6.	Citizenship or Place of Organization Delaware


	7.	Sole Voting Power 0

Number of
Shares	8.	Shared Voting Power 12,740,030*
Beneficially
Owned by
Each	9.	Sole Dispositive Power 0
Reporting
Person With
	10.	Shared Dispositive Power 12,740,030*


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,740,030*


12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)


13.	Percent of Class Represented by Amount in Row (11) 13.66%*


14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 62473L 30 9

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). MCCC ICG Holdings LLC


2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o

	(b)	o

3.	SEC Use Only


4.	Source of Funds (See Instructions) OO


5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)


6.	Citizenship or Place of Organization Delaware


	7.	Sole Voting Power 1,988,894


Number of	8.	Shared Voting Power 12,740,030*
Shares
Beneficially
Owned by	9.	Sole Dispositive Power 1,988,894
Each
Reporting
Person With	10.	Shared Dispositive Power 12,740,030*


11.	Aggregate Amount Beneficially Owned by Each Reporting Person 14,728,924*


12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)


13.	Percent of Class Represented by Amount in Row (11) 15.79%*


14.	Type of Reporting Person (See Instructions) OO

* See Item 5 below.

Item 1. Security and Issuer

The class of equity security to which this Statement relates is the Common Stock, par value $0.001 per share (the “Common Stock”), of Mpower Holding Corporation, a Delaware corporation (“Issuer”). The name and address of the principal executive offices of Issuer are 175 Sully’s Trail, Pittsford, New York 14534.

Item 2. Identity and Background

(a), (b), (c) and (f)

This Statement is being filed jointly pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”) pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by each of MCCC ICG Holdings LLC, a Delaware limited liability company (“MCCC”), and ICG Communications, Inc., a Delaware corporation and wholly owned subsidiary of MCCC (“ICG”). Collectively, the filing persons are referred to herein as the “Reporting Persons.”

The address of the principal executive offices and place of business of each of ICG and MCCC is 161 Inverness Drive West, Englewood, CO 80112. MCCC is the parent company of ICG, a business communications company that specializes in converged voice and data services. The principal business of MCCC is to transact any or all lawful business for which limited liability companies and corporations, respectively, may be organized under the laws of Delaware, including, but not limited to, holding the capital stock ICG.

The name, business address, present principal occupation or employment and citizenship of each officer and director of ICG is set forth in Schedule I hereto and is incorporated herein by reference.

The name, business address, present principal occupation or employment and citizenship of each officer of MCCC and each member of MCCC’s board of managers is set forth in Schedule I hereto and is incorporated herein by reference.

MCCC has the following members: (1) Columbia Capital Equity Partners III (QP), L.P.; (2) Columbia Capital Equity Partners III (Cayman), L.P.; (3) Columbia Capital Equity Partners III (AI), L.P.; (4) Columbia Capital Investors III, L.L.C.; (5) Columbia Capital Employee Investors III, L.L.C. (together with the entities listed in numbers (1) through (4), the “Columbia Members”); (6) M/C Venture Partners V, L.P.; (7) M/C Venture Investors, L.L.C.; (8) Chestnut Venture Partners, L.P. (together with the entities listed in numbers (6) and (7), the “M/C Venture Members”); (9) Bear Investments, LLLP and (10) certain individuals who are current or former employees of ICG Communications, Inc. (collectively, the “Individual Members”).

The Columbia Members consist of (1) Columbia Capital Equity Partners III (QP), L.P., a Delaware limited partnership (“CC III QP”), which is managed by its general partner, Columbia Capital Equity Partners III, L.P. (“CC III”), whose general partner is Columbia Capital III, L.L.C. (“Columbia”); (2) Columbia Capital Equity Partners III (Cayman), L.P., a Cayman Islands exempted limited partnership (“CC III Cayman”), which is managed by its general partner, Columbia Capital Equity Partners (Cayman) III, Ltd., an exempted company incorporated in the Cayman Islands with limited liability, whose sole shareholder is CC III (together with CCIII and Columbia, the “Columbia Managing Entities”); (3) Columbia Capital Equity Partners III (AI), L.P., a Delaware limited partnership (“CC III AI”), which is managed by its general partner, CC III; (4) Columbia Capital Investors III, L.L.C., a Delaware limited liability company (“CC Investors”), which is managed by its managing member, CC III; and (5) Columbia Capital Employee Investors III, L.L.C., a Delaware limited liability company (“CC Employee Investors”), which is managed by its managing member, CC III. Each of the Columbia Members is controlled by CC III, which is managed by its general partner, Columbia.

The M/C Venture Members consist of (1) Chestnut Venture Partners, L.P., a Delaware limited partnership (“Chestnut”), which is managed by its general partner, Chestnut Street Partners, Inc., a Delaware corporation (“Chestnut Street”); (2) M/C Venture Partners V, L.P. , a Delaware limited partnership (“M/C Venture Partners V”), which is managed by its general partner, M/C VP V L.L.C., a Delaware limited liability company (“M/C VP V”) and together with Chestnut Street, the “M/C Venture Managing Entities”); and (3) M/C Venture Investors, L.L.C., a Delaware limited liability company.

Columbia is the manager of CC III, and conducts such other activities as may be necessary or incidental thereto. Columbia is a venture capital firm that specializes in the communications and

information technology industries. CC III acts as the manager of CC Investors and CC Employee Investors and as the general partner of CC III QP, CC III Cayman and CC III AI, and conducts such other activities as may be necessary or incidental thereto. Each of the Columbia Members was formed (i) to seek income and capital appreciation through the acquisition, holding, management, supervision and sale, exchange, distribution or other disposition of investments and (ii) to conduct such other activities as may be necessary or incidental to the foregoing. The principal business address of each of the Columbia Members and Columbia Managing Entities is 201 North Union Street, Suite 300, Alexandria, VA 22314.

M/C VP V and Chestnut Street manage investment companies, such as the M/C Venture Purchasing Entities, which specialize in investing in early-state communications and related information technology companies. M/C VP V is the general partner and manager of M/C Venture Partners V and Chestnut Street is the general partner and manager of Chestnut and each conducts such other activities as may be necessary or incidental thereto. Each of the M/C Venture Members was formed (i) to seek income and capital appreciation through the acquisition, holding, management, supervision and sale, exchange, distribution or other disposition of investments and (ii) to conduct such other activities as may be necessary or incidental to the foregoing. The principal business address of each of the M/C Venture Members and M/C Venture Managing Entities is 75 State Street, Suite 2500, Boston, MA 02109.

The principal occupation and business address of each of the Individual Members that is an executive officer of MCCC or ICG is set forth on Schedule I hereto, which is incorporated herein by reference.

(d) - - (e)

During the last five years, none of the persons listed in Item 2(a)-(c) above (1) has been convicted in a criminal proceeding or (2) has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of funds or Other Consideration

See Item 4 below, which is incorporated herein by reference.

Item 4. Purpose of Transaction

On December 31, 2004 at 11:00 pm Mountain Standard Time, MCCC and ICG sold certain assets (the “Asset Sale”) associated with ICG’s California business (the “Acquired Business”) to Communications as contemplated by the that certain Asset Purchase Agreement (the “Purchase Agreement”) between MCCC, ICG, Issuer and Mpower Communications Corp., a Nevada corporation (“Communications”). In the Asset Sale, ICG received 10,740,030 shares of Issuer’s Common Stock and a warrant to purchase 2,000,000 shares of Issuer’s Common Stock (the “Warrant”) and Communications assumed certain liabilities associated with the Acquired Business.

The warrant is exercisable for five years following the closing of the Asset Sale at an exercise price of $1.383 per share of Common Stock. The number of shares subject to the Warrant and the exercise price of such shares are subject to certain adjustments in the event of stock splits, future dilutive issuances, reorganizations, reclassifications, mergers, consolidations and the like.

As further contemplated by the Purchase Agreement, MCCC purchased an additional 1,988,894 shares of Issuer’s Common Stock from Issuer (the “Stock Purchase”) for an aggregate purchase price of $2,500,000 on January 5, 2005 pursuant to the terms of a Subscription Agreement (the “Subscription Agreement”). The funds used by MCCC to purchase such Common Stock were obtained from the repayment by ICG of approximately $2.46 million in principal and accrued interest under MCCC’s

secured debt facility with ICG with the remainder coming from MCCC’s available cash and an intercompany transfer from ICG.

In connection with the consummation of the Asset Sale and the Stock Purchase, MCCC, ICG and Issuer entered into an Investor Rights Agreement (the “Investor Rights Agreement”). The Investor Rights Agreement provides that MCCC and ICG may not make or solicit any sale of the shares of Common Stock acquired pursuant to the Purchase Agreement or the Subscription Agreement (the “Issuer Stock”) for a period of one year following the closing of the Asset Sale; provided however, that one-fourth of the Issuer Stock is free from such restriction six months after the closing of the Asset Sale and; provided, further, that MCCC and ICG may make or solicit a sale to parties that are not competitors of the Issuer during such one year period following the closing of the Asset Sale. Pursuant to the Investor Rights Agreement, the Issuer shall register for resale one-fourth of the Issuer Stock with the Commission within six months following the closing of the Asset Sale and the remaining three-fourths of the Issuer Stock with the Commission within one year following the closing of the Asset Sale.

Pursuant to the Investor Rights Agreement, the Issuer has agreed to appoint one individual designated by MCCC to the Issuer’s Board of Directors. Issuer has further agreed to recommend for election to its Board of Directors and use its reasonable efforts to solicit proxies for one nominee of MCCC until the first stockholder meeting of the Issuer after the date on which MCCC and its affiliates beneficially hold less than 5% of the Common Stock of the Issuer on a fully-diluted basis (as calculated pursuant to the Investor Rights Agreement). Pursuant to the Investor Rights Agreement, MCCC and ICG agree that they and their affiliates will vote all of their shares of Issuer’s Common Stock in favor of all directors nominated by Issuer’s Board of Directors.

All references to the Purchase Agreement are qualified in their entirety by reference to the copy of such agreement filed as Exhibit 10.1 to Issuer’s 8-K/A filed with the Securities and Exchange Commission (the “Commission”) on October 27, 2004, which is incorporated herein by reference. All references to the Warrant are qualified in their entirety by reference to the copy of such agreement filed as Exhibit 4 to the original Schedule 13D relating to events occurring on December 31, 2004 being amended hereby, which is incorporated herein by reference. All references to the Subscription Agreement are qualified in their entirety by reference to the copy of such agreement filed as Exhibit 10.01 to Issuer’s 8-K filed with the Commission on January 6, 2005, which is incorporated herein by reference. All references to the Investor Rights Agreement are qualified in their entirety by reference to the copy of such agreement filed as Exhibit 10.02 to Issuer’s 8-K filed with the Commission on January 6, 2005, which is incorporated herein by reference.

On May 4, 2006, MCCC and ICG entered into a Voting Agreement, by and among U.S. TelePacific Holdings Corp. (“TelePacific”), MCCC, ICG and certain other stockholders of the Issuer (the “Voting Agreement”). Pursuant to the Voting Agreement, each of MCCC and ICG has agreed to vote all of the Common Stock owned by it and any Common Stock acquired by it in the future (i) in favor of the merger of TPMC Acquisition Corp. (“Merger Sub”), a wholly owned subsidiary of TelePacific, with and into the Issuer pursuant to the Merger Agreement, dated as of May 4, 2006, by and among Telepacific, Merger Sub and the Issuer, and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (ii) against potential competing transaction proposals and certain other transactions and corporate actions that would impede, interfere with or adversely affect the transactions contemplated by the Merger Agreement. All references to the Voting Agreement are qualified in their entirety by reference to the copy of such agreement filed as Exhibit 7 to this amended Schedule 13D, which is incorporated herein by reference.

Other than as described in this Schedule 13D, the Reporting Persons do not have any plan or proposal that relates to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) and (b)

ICG is deemed to beneficially own an aggregate of 12,740,030 shares of Issuer’s Common Stock (consisting of the 10,740,030 shares of Common Stock acquired by ICG pursuant to the Asset Sale and the 2,000,000 shares of Common Stock that may be acquired by ICG pursuant to the exercise of the Warrant), representing approximately 13.66% of the Common Stock outstanding (based on 78,524,800 shares of Issuer’s Common Stock outstanding on November 4, 2004, as provided in Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2004 plus the shares issued to MCCC and ICG, including the shares issuable upon exercise of the Warrant). ICG is the direct beneficial owner, and MCCC (as the parent of ICG) may be deemed to be the indirect beneficial owner, of the 12,740,030 shares of Issuer’s Common Stock. MCCC disclaims beneficial ownership of the shares of Common Stock directly beneficially owned by ICG (except for its indirect pecuniary interest arising therein). Based upon MCCC’s ownership of ICG, MCCC and ICG may be deemed to have shared power to direct the vote and shared power to direct the disposition of these shares of Common Stock, subject to the requirement that the holder of such shares vote such shares in favor of the directors nominated by the Issuer’s Board of Directors pursuant to the Investor Rights Agreement.

MCCC is deemed to beneficially own an aggregate of 14,728,924 shares of Issuer’s Common Stock (consisting of the 1,988,894 shares of Common Stock acquired by MCCC pursuant to the Subscription Agreement, the 10,740,030 shares of Common Stock acquired by ICG pursuant to the Asset Sale and the 2,000,000 shares of Common Stock that may be acquired by ICG pursuant to the exercise of the Warrant), representing approximately 15.79% of the Common Stock outstanding (based on 78,524,800 shares of Issuer’s Common Stock outstanding on November 4, 2004, as provided in Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2004 plus the shares issued to MCCC and ICG, including the shares issuable upon exercise of the Warrant). MCCC is deemed to be the direct beneficial owner of the 1,988,894 shares of Common Stock acquired pursuant to the Subscription Agreement. MCCC has sole power to direct the vote and sole power to direct the disposition of these shares of Common Stock, subject to the requirement that the holder of such shares vote such shares in favor of the directors nominated by the Issuer’s Board of Directors pursuant to the Investor Rights Agreement.

(c) Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by the Reporting Persons in the last 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except described above or in responses to Items 3 and 4 of this Schedule 13D, which are hereby incorporated by reference, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

EXHIBIT		DESCRIPTION

1.		Schedule I

2.		Schedule 13D Joint Filing Agreement by and among MCCC ICG Holdings LLC and ICG Communications, Inc.

3.		Asset Purchase Agreement by and among MCCC ICG Holdings LLC, ICG Communications, Inc., Mpower Holding Corporation and Mpower Communications Corp. (1)

4.		Common Stock Purchase Warrant. (2)

5.		Subscription Agreement between Mpower Holding Corporation and MCCC ICG Holdings LLC. (3)

6.		Investor Rights Agreement between Mpower Holding Corporation and MCCC ICG Holdings LLC. (4)

7.		Voting Agreement between U.S. TelePacific Holdings Corp., MCC ICG Holdings LLC, ICG Communications, Inc. and certain other stockholders of Mpower Holding Corporation.

(1) Incorporated by reference from Exhibit 10.1 to Issuer’s Current Report on Form 8-K/A dated October 27, 2004.

(2) Incorporated by reference from Exhibit 4 to Schedule 13D relating to events occurring on December 31, 2004.

(3) Incorporated by reference from Exhibit 10.01 to Issuer’s Current Report on Form 8-K dated January 6, 2005.

(4) Incorporated by reference from Exhibit 10.02 to Issuer’s Current Report on Form 8-K dated January 6, 2005.

Signature

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated this 4th day of May, 2006.

	ICG Communications, Inc.


	By:	/s/ Daniel P. Caruso
	Name: Daniel P. Caruso
	Title: President & CEO


	MCCC ICG Holdings LLC

	By:	/s/ Daniel P. Caruso
	Name: Daniel P. Caruso
	Title: President & CEO

EX-99.1 2 a06-11936_1ex99d1.htm EX-99

Exhibit 1

Schedule I

MCCC ICG Holdings LLC’s (“MCCC”) officers and members of its board of managers and ICG Communications, Inc.’s (“ICG”) officers and directors (each, an “Individual” and collectively, the “Individuals”) and the information required by Item 2 of Schedule 13D are listed below, along with the offices held by such Individual. Each Individual is a U.S. citizen.

Peter H.O. Claudy 75 State Street Suite 2500 Boston, MA 02109		Member of Board of Managers of MCCC, Director of ICG and Member of M/C VP V L.L.C.
John T. Siegel 201 North Union Street Suite 300 Alexandria, VA 22314		Member of Board of Managers of MCCC, Director of ICG and Partner of Columbia Capital Equity Partners III, L.P.
Gillis S. Cashman 75 State Street Suite 2500 Boston, MA 02109		Member of Board of Managers of MCCC, Director of ICG and Member of M/C VP V L.L.C.
James B. Fleming, Jr. 201 North Union Street Suite 300 Alexandria, VA 22314		Member of Board of Managers of MCCC, Director of ICG and Partner of Columbia Capital Equity Partners III, L.P.
Daniel P. Caruso 2010 8th Street Boulder, Colorado 80302		Member of Board of Managers of MCCC, President and CEO of MCCC and President and CEO of ICG Communications, Inc. (“ICG”)
Robert J. Schmiedeler 2010 8th Street Boulder, Colorado 80302		CFO and Secretary of MCCC and CFO of ICG
John Scarano 2010 8th Street Boulder, Colorado 80302		Vice President of MCCC and EVP, Corporate Development of ICG
Martin L. Snella 2010 8th Street Boulder, Colorado 80302		Vice President of MCCC and EVP of ICG

EX-99.2 3 a06-11936_1ex99d2.htm EX-99

Exhibit 2

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to the joint filing of a Statement on Schedule 13D (including any amendments thereto) with respect to the shares of common stock of Mpower Holding Corporation, and further agree that this Joint Filing Agreement be included as an exhibit thereto, and have duly executed this joint filing agreement as of the date set forth below. In addition, each party to this Joint Filing Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement.

Date: January 7, 2005

	ICG Communications, Inc.


	By:	/s/ Daniel P. Caruso
	Name: Daniel P. Caruso
	Title: President & CEO


	MCCC ICG Holdings LLC


	By:	/s/ Daniel P. Caruso
	Name: Daniel P. Caruso
	Title: President & CEO

EX-99.7 4 a06-11936_1ex99d7.htm EX-99

Exhibit 7

VOTING AGREEMENT

VOTING AGREEMENT, dated as of May 4, 2006 (this “Agreement”), among U.S. TelePacific Holdings Corp., a Delaware corporation (“Parent”) and the stockholders of Mpower Holding Corporation, a Delaware corporation (the “Company”) listed on Schedule A hereto (each a “Stockholder” and collectively the “Stockholders”).

WHEREAS, concurrently herewith, Parent, TPMC Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which (and subject to the terms and conditions set forth therein) Merge Sub will merge with and into the Company, with the Company continuing as the surviving corporation in the merger (the “Merger”);

WHEREAS, the Stockholders are the record and beneficial owners of the shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) as set forth on Schedule A hereto (collectively, the “Owned Shares”; the Owned Shares, including any shares of the Company Common Stock acquired by any Stockholder after the date hereof and prior to the termination hereof, including without limitation, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange, or change of such shares, or upon exercise or conversion of any securities, that are, from time to time, owned of record or beneficially by any Stockholder, are collectively referred to herein as the “Covered Shares”);

WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and to proceed with the transactions contemplated thereby, including the Merger, Parent and the Stockholders are entering into this Agreement; and

WHEREAS, the Stockholders acknowledge that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Stockholders set forth in this Agreement and would not enter into the Merger Agreement if any Stockholder did not enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent and the Stockholders hereby agree as follows:

1. Agreement to Vote. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement. Prior to the Termination Date (as defined herein), each Stockholder irrevocably and unconditionally agrees that it shall at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of stockholders of the Company (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and respond to each request by the Company for written consent, if any, and (ii) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Covered Shares (A) in favor of the Merger and any

other matters necessary for consummation of the Merger and the other transactions contemplated in the Merger Agreement and (B) against (I) any Takeover Proposal, (II) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Company and any other Person, (III) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement, any transactions contemplated by this Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company or any of its Subsidiaries under the Merger Agreement, and (IV) any dividend by the Company or change in the capital structure of the Company.

2. No Inconsistent Agreements. Each Stockholder hereby covenants and agrees that, except as contemplated by this Agreement, such Stockholder shall not (a) enter into at any time prior to the Termination Date any voting agreement or voting trust with respect to any Covered Shares or (b) grant at any time prior to the Termination Date a proxy or power of attorney with respect to any Covered Shares, in either case, which is inconsistent with such Stockholder’s obligations pursuant to this Agreement.

3. Termination. This Agreement shall terminate upon the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms and (c) written notice of termination of this Agreement by Parent to the Stockholders (any such date shall be referred to herein as the “Termination Date”); provided that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement.

4. Representations and Warranties of Stockholders. Each Stockholder, as to itself (severally and not jointly), hereby represents and warrants to Parent as follows:

(i) Such Stockholder is owner of record of the Owned Shares set forth on Schedule A hereto opposite such Stockholder’s name, free and clear of Liens and such Stockholder has sole voting power and sole power of disposition with respect to all such Owned Shares, with no restrictions, subject to applicable federal securities laws, on their rights of disposition pertaining thereto (other than as created by this Agreement). As of the date hereof, such Stockholder does not own beneficially or of record any equity securities of the Company other than the Owned Shares. Stockholder has not appointed or granted any proxy or power of attorney which is still in effect with respect to any Covered Shares.

(ii) Each such Stockholder which is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder; each such Stockholder who is a natural person has full legal power and capacity to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against

such Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Laws affecting creditors rights generally and, by general principles of equity, including good faith and fair dealing, regardless whether in a proceeding at equity or at law).

(iii) Except for the applicable requirements of the Exchange Act (A) no filing with, and no permit, authorization, consent or approval of, any state, federal or foreign governmental authority is necessary on the part of such Stockholder for the execution and delivery of this Agreement by such Stockholder and, except as contemplated by the Merger Agreement, the performance by such Stockholder of such Stockholder’s obligations hereunder and (B) neither the execution and delivery of this Agreement by such Stockholder nor the consummation by such Stockholder of the transactions contemplated hereby nor compliance by such Stockholder with any of the provisions hereof shall (1) conflict with or violate, any provision of the organizational documents of any such Stockholder which is an entity, (2) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Stockholder pursuant to, any agreement, arrangement or understanding to which such Stockholder is a party or by which such Stockholder or any property or asset of such Stockholder is bound or affected or (3) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Stockholder or any of such Stockholder’s properties or assets.

(iv) There is no action, suit, investigation, complaint or other proceeding pending against any such Stockholder or, to the knowledge of such Stockholder, any other Person or, to the knowledge of such Stockholder, threatened against any Stockholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement.

5. Certain Covenants of Stockholder. Each Stockholder, for itself (severally and not jointly), hereby covenants and agrees as follows:

(a) Prior to the Termination Date, such Stockholder shall not, and shall not authorize or permit any of its Representatives, directly or indirectly, to:

(i) solicit, initiate or otherwise take action to facilitate (including by way of furnishing information) or encourage the making by any Person (other than the other parties to the Merger Agreement) of any Takeover Proposal;

(ii) participate in any discussions or negotiations regarding, or furnish or disclose to any Person any information with respect to or in furtherance of, or take any other action to facilitate any inquiries with respect to, any Takeover Proposal;

(iii) execute or enter into any agreement, understanding or arrangement with respect to any Takeover Proposal, or approve or recommend or propose to approve or recommend any Takeover Proposal or any agreement, understanding or arrangement relating to any Takeover Proposal (or resolve or authorize or propose to agree to do any of the foregoing actions); or

(iv) make, or in any manner participate in a “solicitation” (as such term is used in the rules of the SEC) of proxies or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of the Company Common Stock intending to facilitate any Takeover Proposal or cause stockholders of the Company not to vote to approve the Merger or any other transaction contemplated by the Merger Agreement.

(b) Such Stockholder will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted prior to the date of this Agreement with respect to any of the matters described in Section 5.1(a) above.

(c) Prior to the Termination Date, and except as contemplated hereby, such Stockholder shall not (i) tender into any tender or exchange officer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise dispose of (collectively “Transfer”), or enter into any contract, option, agreement or other arrangement or understanding with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), (iii) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares or (iv) knowingly take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement. Any Transfer in violation of this provision shall be void. Such Stockholder further agrees to authorize and request the Company to notify the Company’s transfer agent that there is a stop transfer order with respect to all of the Covered Shares and that this Agreement places limits on the voting of the Covered Shares. If so requested by Parent, such Stockholder agrees that the certificates representing Covered Shares shall bear a legend stating that they are subject to this Agreement.

(d) Prior to the Termination Date, such Stockholder shall promptly notify Parent of the number of any new shares of the Company Common Stock acquired by such Stockholder, if any, after the date hereof. Any such shares of the Company Common Stock shall automatically become subject to the terms of this Agreement.

(e) Such Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder may have.

(f) Such Stockholder hereby authorizes Parent and the Company to publish and disclose in any announcement or disclosure required by the SEC and in the Proxy Statement such Stockholder’s identity and ownership of the Covered Shares and the nature of such Stockholder’s obligations under this Agreement.

6. Further Assurances. From time to time, at the request of Parent and without further consideration, each Stockholder shall take such further action as may reasonably be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.

7. Amendment; No Waiver. Any provision of this Agreement may be amended or waived prior to the Effective Time if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each Stockholder and Parent or, in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

8. Non-survival of Representations and Warranties. The respective representations and warranties of the Stockholders and Parent contained herein shall not survive the closing of the transactions contemplated hereby and by the Merger Agreement.

9. Notices. All notices shall be in writing and shall be deemed given (i) when delivered personally, (ii) when telecopied (which is confirmed) or (iii) one business day after dispatching by a nationally recognized overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to a Stockholder, to the address set forth opposite such Stockholder’s name on Schedule A hereto.

If to Parent:

U.S. TelePacific Holdings Corp

515 S. Flower Street, 47th Floor

Los Angeles, CA 90071-2201

Attention: General Counsel

Facsimile: 213-213-3691

with a copy to Parent’s counsel (which shall not constitute notice to Parent):

Gibson, Dunn & Crutcher, LLP
200 Park Avenue
New York, NY 10166

Attention: E. Michael Greaney
Facsimile: 212-351-5260

10. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon such determination that any term, provision, covenant or restriction of this

Agreement is invalid, void, unenforceable or against regulatory policy, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

11. Entire Agreement; Assignment; Third Party Beneficiaries. This Agreement and the Merger Agreement (a) constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise, except (i) that Parent may assign all or any of its rights and obligations hereunder to any direct or indirect wholly owned subsidiary of Parent; provided, however, that no such assignment shall relieve the assigning party of its obligations hereunder if such assignee does not perform such obligations. This Agreement is not intended to confer any rights or remedies upon any Person other than the parties to this Agreement.

12. Legal Counsel. The Stockholders acknowledge that they have been advised by, and have had the opportunity to consult with, their own attorney prior to entering into this Agreement.

13. Confidentiality. The Stockholders agree (i) to hold any non-public information regarding this Agreement and the Merger in strict confidence and (ii) except as required by law or legal process not to divulge any such non-public information to any third Person.

14. Specific Performance. The parties agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Accordingly, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are or are to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. Any requirements for the securing or posting of any bond with such remedy are waived.

15. Governing Law. This Agreement and any controversies arising with respect hereto shall be construed in accordance with and governed by the law of the State of New York.

16. Exclusive Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated by this Agreement shall be brought against any of the parties in any Federal court located in the State of New York, or any New York state court, and each of the parties hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or outside the State of New York. Without limiting the generality of the foregoing, each party hereto agrees that service of process upon such party at

the address referred to in Section 9 together with written notice of such service to such party, shall be deemed effective service of process upon such party.

17. Headings. The Section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

18. Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that all parties need not sign the same counterpart.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, Parent and the Stockholders have caused to be executed or executed this Agreement as of the date first written above.

U.S. TelePacific Holdings Corp.

/s/ Richard A. Jalkut

Name: Richard A. Jalkut

Title: CEO

STOCKHOLDER:

MCCC ICG Holdings LLC

/s/ John T. Siegel

Name: John T. Siegel

Title: Director

STOCKHOLDER:

ICG Communications, Inc.

/s/ John T. Siegel, Jr.

Name: John T. Siegel, Jr.

Title: Director

STOCKHOLDER:

Aspen Advisors, LLC

/s/ Nikos Hecht

Name: Nikos Hecht

Title: Managing Member

STOCKHOLDER:

/s/ Rolla P. Huff

Rolla P. Huff

STOCKHOLDER:

/s/ S. Gregory Clevenger

S. Gregory Clevenger

STOCKHOLDER:

/s/ Joseph M. Wetzel

Joseph M. Wetzel

Schedule A

Stockholder	Address	Owned Shares
MCCC ICG Holdings LLC	161 Inverness Drive West Englewood, CO 80112	1,988,894
ICG Communications, Inc.	161 Inverness Drive West Englewood, CO 80112	12,740,030
Aspen Advisors, LLC	152 West 57th Street New York, NY 10019	10,490,000
Rolla P. Huff	175 Sully’s Trail, Suite 300 Pittsford, NY 14534	125,122
S. Gregory Clevenger	175 Sully’s Trail, Suite 300 Pittsford, NY 14534	41,246
Joseph M. Wetzel	175 Sully’s Trail, Suite 300 Pittsford, NY 14534	25,000

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