0001104659-06-040056.txt : 20060606 0001104659-06-040056.hdr.sgml : 20060606 20060606171716 ACCESSION NUMBER: 0001104659-06-040056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060606 DATE AS OF CHANGE: 20060606 GROUP MEMBERS: ICG COMMUNICATIONS, INC 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: 06889933 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: MCCC ICG Holdings LLC CENTRAL INDEX KEY: 0001298454 IRS NUMBER: 201362083 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O COLUMBIA CAPITAL LLC STREET 2: 201 NORTH UNION STREET, SUITE #300 CITY: ALEXANDRIA STATE: VA ZIP: 22334 BUSINESS PHONE: (703) 519-2000 MAIL ADDRESS: STREET 1: C/O COLUMBIA CAPITAL LLC STREET 2: 201 NORTH UNION STREET, SUITE #300 CITY: ALEXANDRIA STATE: VA ZIP: 22334 SC 13D/A 1 a06-13237_1sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Mpower Holding Corporation

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

62473L 30 9

(CUSIP Number)

John L. Scarano

ICG Communications, Inc.
9800 Mt. Pyramid Ct.
Suite 250
Englewood, CO 80112

MCCC ICG Holdings LLC

2010 8th Street

Boulder, CO 80302

(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 31, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 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) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

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

	13.	Percent of Class Represented by Amount in Row (11) 0

	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) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 14,728,924

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 14,728,924

			10.	Shared Dispositive Power 0

	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) o

	13.	Percent of Class Represented by Amount in Row (11) 15.68%

	14.	Type of Reporting Person (See Instructions) OO

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 ICG is 9800 Mt. Pyramid Court, Suite 250, Englewood, CO 80112. The address of the principal executive offices and place of business of MCCC is 2010 8th Street, Boulder, CO 80302.

Pursuant to a Stock Purchase Agreement, entered into as of April 14, 2006 (the “Level 3 Agreement”), by and among MCCC, Level 3 Communications, LLC, a Delaware limited liability company (“Level 3”), and, solely for purposes of Articles 8 and 4 of the Level 3 Agreement, Level 3 Communications, Inc., a Delaware corporation, MCCC sold all of the issued and outstanding stock of MCCC’s wholly-owned subsidiary, ICG, to Level 3. The sale of ICG by MCCC to Level 3 closed on May 31, 2006 at 11:59 p.m. Mountain Standard Time. ICG is a business communications company that specializes in converged voice and data services and is now a wholly-owned subsidiary of Level 3. 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.

The name, business address, present principal occupation or employment and citizenship of each officer of ICG is set forth in Schedule I hereto and is incorporated herein by reference. Pursuant to the Level 3 Agreement all of the members of the board of directors of ICG resigned as of the closing of the Level 3 Agreement, and new directors have not yet been appointed.

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 (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 Managing 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 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 registered 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 agreed to appoint one individual designated by MCCC to the Issuer’s Board of Directors. Issuer 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 agreed 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 April 14, 2006, MCCC, Level 3 and Level Communications, Inc. entered into the Level 3 Agreement. Immediately prior to the closing of the Level 3 Agreement on May 31, 2006 at 11:59 pm Mountain Standard Time, ICG transferred the shares of Common Stock acquired pursuant to the Purchase Agreement and the Warrant to MCCC (the “ICG Transfer”).

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. On May 31, 2006, Telepacific, MCCC, ICG and certain other stockholders of the Issuer, entered into an Amendment to the Voting Agreement allowing for the ICG Transfer. 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. All references to the Amendment to the Voting Agreement are qualified in their entirety by reference to the copy of such agreement filed as Exhibit 8 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) As of May 31, 2006, pursuant to the ICG Transfer, ICG no longer has any beneficial ownership in the Common Stock of Issuer. MCCC is deemed to be the direct beneficial owner of 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 transferred to MCCC pursuant to the ICG Transfer and the 2,000,000 shares of Common Stock that may be acquired by MCCC pursuant to the exercise of the Warrant), representing approximately 15.68% of the Common Stock outstanding (based on 91,942,985 shares of Issuer’s Common Stock outstanding on March 31, 2006, as provided in Issuer’s quarterly report on Form 10-Q for the quarter ended March 31, 2006 plus the shares issuable upon exercise of the Warrant). 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) &nbs p; 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., MCCC ICG Holdings LLC, ICG Communications, Inc. and certain other stockholders of Mpower Holding Corporation. (5)

8.		Amendment to Voting Agreement between U.S. TelePacific Holdings Corp., MCCC 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.

(5) Incorporated by reference from Exhibit 7 to Schedule 13D/A relating to events occurring on May 4, 2006.

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 6th day of June, 2006.

	ICG Communications, Inc.


	By:	/s/ John L. Scarano
	Name: John L. Scarano
	Title: Vice President


	MCCC ICG Holdings LLC


	By:	/s/ John L. Scarano
	Name: John L. Scarano
	Title: Vice President

EX-1 2 a06-13237_1ex1.htm EX-1

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 (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.

John T. Siegel 201 North Union Street Suite 300 Alexandria, VA 22314	Member of Board of Managers of MCCC 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 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 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
Robert J. Schmiedeler 2010 8th Street Boulder, Colorado 80302	CFO and Secretary of MCCC
John Scarano 2010 8th Street Boulder, Colorado 80302	Vice President of MCCC and ICG
Martin L. Snella 2010 8th Street Boulder, Colorado 80302	Vice President of MCCC

EX-2 3 a06-13237_1ex2.htm EX-2

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: June 6, 2006

	ICG Communications, Inc.


	By:	/s/ John L. Scarano
	Name: John L. Scarano
	Title: Vice President


	MCCC ICG Holdings LLC


	By:	/s/ John L. Scarano
	Name: John L. Scarano
	Title: Vice President

EX-8 4 a06-13237_1ex8.htm EX-8

Exhibit 8

AMENDMENT TO VOTING AGREEMENT

This AMENDMENT TO VOTING AGREEMENT (this “Amendment”) is entered into as of May 31, 2006 among U.S. TelePacific Holdings Corp., a Delaware corporation (“Parent”), and the stockholders of Mpower Holding Corporation, a Delaware corporation (the “Company”), listed as a “Stockholder” on the signature page hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

RECITALS

WHEREAS, Parent and the Stockholders are parties to the Voting Agreement, dated as of May 4, 2006 (the “Agreement”);

WHEREAS, capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in the Agreement;

WHEREAS, pursuant to Section 5(c)(ii) of the Agreement, each Stockholder covenanted and agreed, among other things, not to Transfer the shares of Company Common Stock owned by such Stockholder;

WHEREAS, ICG Communications, Inc. (“ICG”) and MCCC ICG Holdings LLC (“MCCC”), each a Stockholder, desire that ICG Transfer to MCCC all, but not less than all, of the Covered Shares owned by ICG; and

WHEREAS, Parent and the Stockholders desire to amend the Agreement as set forth herein to allow ICG to Transfer to MCCC all, but not less than all, of the Covered Shares owned by ICG at the time of such Transfer.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent and the Stockholders hereby agree as follows:

1. Amendment to Section 5(c). The first sentence of Section 5(c) of the Agreement hereby is amended by adding the following proviso at the end of such first sentence:

“; provided, however, that ICG Communications, Inc. (“ICG”) shall be permitted to Transfer to MCCC ICG Holdings LLC all, but not less than all, of the Covered Shares owned by ICG at the time of such Transfer.”

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

3. Counterparts; Telefacsimile Execution. This Amendment 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. Delivery of an executed counterpart of a signature page to this Amendment by telefacsimile shall be effective as delivery of a manually executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile also shall deliver a manually executed counterpart of this Amendment but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment.

4. Effect on Agreement. The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects.

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

	U.S. TelePacific Holdings Corp.


	By:	/s/ Richard A. Jalkut
		Name: Richard A. Jalkut
		Title: President and Chief Executive Officer


	STOCKHOLDERS

	MCCC ICG Holdings LLC


	By:	/s/ Robert J. Schmiedeler
		Name: Robert J. Schmiedeler
		Title: CFO and Secretary


	ICG Communications, Inc.


	By:	/s/ Robert J. Schmiedeler
		Name: Robert J. Schmiedeler
		Title: CFO


	Aspen Advisors, LLC


	By:	/s/ Nikos Hecht
		Name: Nikos Hecht
		Title: Managing Member


	/s/ Rolla P. Huff
	Rolla P. Huff


	/s/ S. Gregory Clevenger
	S. Gregory Clevenger


	/s/ Joseph M. Wetzel
	Joseph M. Wetzel

Signature Page to Amendment to Voting Agreement