##### 



Exhibit 2.11 SUPPORT AGREEMENT This SUPPORT AGREEMENT, is entered into as of July 19, 2004 among MCCC ICG
Holdings LLC, a Delaware limited liability company (Buyer), MCCC Merger
Corp., a Delaware corporation (Merger Sub), the persons listed on Schedule A
hereto (each a Stockholder, and, collectively, the Stockholders) and, for
the purposes of Section 9 hereof, ICG Communications, Inc., a Delaware
corporation (the Company). WHEREAS, Buyer, Merger Sub and the Company propose to enter into an
Agreement and Plan of Merger as of the date hereof (as the same may be amended
or supplemented, the Merger Agreement) providing for the merger of Merger Sub
with and into the Company (the Merger) in which the Companys Stockholders
would receive $0.75 per share; WHEREAS, each Stockholder is the record and beneficial owner of the number
of shares of Common Stock, par value $.01 per share, of the Company (Company
Common Stock) set forth opposite such Stockholders name on Schedule A hereto,
such shares of Company Common Stock, as the same may be adjusted by stock
dividend, stock split, recapitalization, combination or exchange of shares,
merger, consolidation, reorganization or other change or transaction of or by
the Company, together with shares of Company Common Stock that may be acquired
after the date hereof by such Stockholder, including shares of Company Common
Stock issuable upon the exercise of options or warrants to purchase or other
securities exchangeable for or convertible into Company Common Stock (as the
same may be adjusted as aforesaid) being collectively referred to herein as the
Shares; and WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Buyer and Merger Sub have requested that the Stockholders enter into
this Agreement; NOW, THEREFORE, to induce Buyer and Merger Sub to enter into, and in
consideration of its entering into, the Merger Agreement, and in consideration
of the promises and the representations, warranties and agreements contained
herein, the parties hereto agree as follows: 1. Representations and Warranties of the Stockholders. Each Stockholder
hereby, severally and not jointly, represents and warrants to Buyer and Merger
Sub as to itself as follows: (a) Authority. The Stockholder has all requisite partnership, corporate or
similar power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by the Stockholder. This
Agreement has been duly executed and delivered by the Stockholder and, assuming
this Agreement constitutes a valid and binding obligation of Merger Sub and the
Company, constitutes a valid and binding obligation of the Stockholder
enforceable against the Stockholder in accordance with its terms. Except for
the expiration or termination of the waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(the HSR Act) (if




---



##### 



applicable) and informational filings with the Securities
and Exchange Commission, neither the execution, delivery or performance of this
Agreement by the Stockholder nor the consummation by the Stockholder of the
transactions contemplated hereby will (i) require any filing with, or permit,
authorization, consent or approval of, any federal, state, local, municipal or
foreign or other government or subdivision, branch, department or agency
thereof or any governmental or quasi-governmental authority of any nature,
including any court or other tribunal, (a Governmental Entity), (ii) result
in a violation or breach of, or constitute (with or without due notice or lapse
of time or both) a default under, or give rise to any right of termination,
amendment, cancellation or acceleration under, or result in the creation of any
tax, lien, claim, charge, encumbrance or other restriction (collectively, a
Lien) upon any of the properties or assets of the Stockholder under, any of
the terms, conditions or provisions of any note, bond, mortgage, indenture,
lease, license, permit, concession, franchise, contract, agreement or other
instrument or obligation (a Contract) to which the Stockholder is a party or
by which the Stockholder or any of the Stockholders properties or assets,
including the Stockholders Shares, may be bound or (iii) violate any judgment,
order, writ, preliminary or permanent injunction or decree (an Order) or any
statute, law, ordinance, rule or regulation of any Governmental Entity (a
Law) applicable to the Stockholder or any of the Stockholders properties or
assets, including the Stockholders Shares, except any of the foregoing which
could not interfere with the Stockholders ability to perform its obligations
under this Agreement. (b) The Shares. The Stockholder is the beneficial owner (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange
Act)), of the Shares set forth opposite such Stockholders name on Schedule A
and the certificates representing such Shares are now, and at all times during
the term hereof will be, held by such Stockholder, or by a nominee or custodian
for the benefit of such Stockholder, and the Stockholder has good and
marketable title to such Shares, in each case, free and clear of any Liens,
proxies, voting trusts or agreements, understandings or arrangements, except
for any such Liens or proxies arising hereunder. The Stockholder owns of record
or beneficially no shares of the Company Common Stock and has no other rights
to purchase or acquire any such shares other than such Stockholders Shares and
shares of the Company Common Stock issuable upon the exercise of Company stock
options, except as set forth on Schedule A-2 hereto. The Shares set forth
opposite the Stockholders name on Schedule A and Schedule A-2 constitute all
of the securities (as defined in Section 3(a)(10) of the Exchange Act) of the
Company beneficially owned, directly or indirectly by such Stockholder. (c) Brokers. No broker, investment banker, financial advisor or other
person is entitled to any brokers, finders, financial advisors or other
similar fee or commission in connection with the transactions contemplated by
this Agreement based upon arrangements made by or on behalf of such Stockholder (d) Other Agreements. Other than (i) this Agreement, (ii) the Merger
Agreement, (iii) the Note and Warrant Purchase Agreement, dated as of July 25,
2002, by and among the Company, Madeleine L.L.C. (Madeleine:) and certain
other parties identified therein (the Note and Warrant Purchase Agreement),
(iv) the Registration Rights Agreement, dated as of the Effective Date (as
defined in the Note and Warrant Purchase Agreement) by and among the Company,
Madeleine and certain other parties identified therein (the Registration
Rights Agreement), (v) the By-Laws of the Company and (vi) as may be
disclosed in the




---



##### 



Companys annual report of Form 10-K, there are not as of the
date hereof, and there will not be at the effective time of the Merger, any
stockholder agreements, voting trusts or other agreements or understandings
relating in any way to any of the Stockholders Shares or to a Potential
Transaction (as defined below) to which the Stockholder (or any of its
affiliates, representatives, or agents) is a party or to which it is bound. (e) Merger Agreement. The Stockholder understands and acknowledges that
Buyer and Merger Sub are entering into the Merger Agreement in reliance upon
the Stockholders execution and delivery of this Agreement. (f) No Other Claims. (i) Except as provided in the Note and Warrant
Purchase Agreement and the Registration Rights Agreement, all of which are
hereby waived in accordance with Section 4 below, neither the Company nor any
of its subsidiaries has any outstanding material liabilities or obligations to
such Stockholder, and (ii) as of the date hereof and as of the Closing Date
such Stockholder has no outstanding material liabilities or obligations to the
Company or its Subsidiaries, which have either been asserted by the Company or
a Subsidiary or are liquidated or arise under a contract or agreement. 2. Representations and Warranties of Buyer and Merger Sub. Each of Buyer
and Merger Sub hereby represents and warrants to the Stockholders as follows: (a) Authority. Each of Buyer and Merger Sub has the requisite power
(corporate or otherwise) and authority to execute and deliver this Agreement
and to consummate the transactions contemplated hereby. The execution, delivery
and performance of this Agreement by each of Buyer and Merger Sub and the
consummation of the transactions contemplated hereby have been duly authorized
by all necessary corporate action on the part of Buyer and Merger Sub. This
Agreement has been duly executed and delivered by each of Buyer and Merger Sub
and, assuming this Agreement constitutes a valid and binding obligation of the
Stockholders and the Company, constitutes a valid and binding obligation of
Buyer and Merger Sub, respectively, enforceable in accordance with its terms. 3. Covenants of the Stockholders. Each Stockholder, severally and not
jointly, agrees as follows: (a) The Stockholder shall not (i) tender into any tender or exchange offer
or otherwise sell, transfer, pledge, assign or otherwise dispose of, or enter
into any Contract, option or other arrangement (including any profit sharing
arrangement) or understanding with respect to the sale, transfer, pledge,
assignment or other disposition of the Shares to any person other than Buyer or
Merger Sub or Buyers designee, (ii) enter into any voting arrangement, whether
by proxy, voting agreement, voting trust, power-of-attorney or otherwise, with
respect to the Shares, (iii) purchase or otherwise voluntarily acquire any
Company Common Stock or other securities of the Company, except (A) as provided
in Section 12 and (B) for such other securities as will constitute Shares
subject to the terms hereof, (iv) take any other action that would in any way
restrict, limit or interfere with the performance of its obligations hereunder
or the transactions
contemplated hereby or (v) do indirectly that which it may not do directly
in respect of the restrictions on its rights with respect to the Stockholders
Shares pursuant to this Section 3(a), including, but not limited to, the sale
of any direct or indirect holding company of the




---



##### 



Stockholders or the granting
of a proxy on the shares of any direct or indirect holding company of the
Stockholders which would have, indirectly, the effect prohibited by this
Section 3(a); provided, however, that the Stockholder shall be entitled to
transfer any and all of the Shares to an affiliate of the Stockholder that
undertakes through a binding written agreement with Buyer and Merger Sub to be
bound by the terms of this Agreement. (b) At any meeting of Stockholders of the Company called to vote upon the
Merger and the Merger Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval (including by
written consent) with respect to the Merger and the Merger Agreement is sought,
each Stockholder shall as requested by Buyer or Merger Sub (including, without
limitation, by cooperating with Buyer and Merger Sub with respect to the
irrevocable proxy granted to Buyer pursuant to Section 7 below), vote (or cause
to be voted) such Stockholders Shares in favor of the Merger, the adoption by
the Company of the Merger Agreement and the approval of the other transactions
contemplated by the Merger Agreement. (c) Such Stockholder will exercise all voting rights attaching to such
Stockholders Shares to oppose any proposed action by the Company, its
stockholders, any of its subsidiaries or any other person which reasonably
could be regarded as being directed towards or would be reasonably likely to
impede, frustrate, prevent, delay or nullify the Merger, the Merger Agreement
or any of the other transactions contemplated by the Merger Agreement
(collectively, Frustrating Transactions). Without in any way limiting the
foregoing, at any meeting of the Stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the Stockholders
vote, consent or other approval is sought, such Stockholder shall, as requested
by Buyer or Merger Sub, vote (or cause to be voted) such Stockholders Shares
against, (i) any merger agreement or merger (other than the Merger Agreement
and the Merger), consolidation, combination, sale of substantial assets,
reorganization, recapitalization, dissolution, liquidation or winding up of or
by the Company or any other Alternative Proposal (collectively, Alternative
Transactions) or (ii) (A) any change in a majority of the persons who
constitute the board of directors of the Company as of the date hereof, (B) any
change in the present capitalization of the Company as of the date hereof, (C)
any amendment of the Companys articles of incorporation or by-laws or (D) any
action or inaction which reasonably would be expected to result in any breach,
violation or contravention of the Merger Agreement. 4. Waiver and Releases. (a) Each Stockholder hereby waives any rights of
appraisal or rights to dissent from the Merger that such Stockholder may have.
Effective as of the date on which the Merger is consummated (the Closing
Date), each Stockholder on its own behalf and on behalf of its heirs,
successors, assigns, executors and personal representatives hereby releases and
discharges the Company and its predecessors, successors (by merger or
otherwise), parents, subsidiaries, affiliated entities, divisions and assigns,
together with each and every of their officers, directors, stockholders,
general partners, limited partners, members, employees and agents and the
heirs, personal representatives and executors of the same (herein collectively
referred to as the
Company Releasees), from any and all suits, causes of action,
complaints, obligations, demands or claims of any kind, whether in law or in
equity, direct or indirect, known or unknown, suspect or unsuspected
(hereinafter Claims), which such Stockholder ever had, now has, or may have
against the Company Releasees or any one of them in relation to the Company
arising out of or relating to any matter, thing or event occurring up to and
including the




---



##### 



Closing Date; provided, however, that nothing herein shall be
deemed to release any Claim which a Stockholder may have against the Company
(i) arising out of the Merger Agreement, including, without limitation the
right to receive Merger Consideration and the rights to indemnification of
directors and officers as set forth therein or (ii) arising under
indemnification agreements or arrangements existing as of the date hereof
between the Company and its officers or directors. (b) Effective as of the Closing Date, each of the Buyer and Merger Sub on
its own behalf and on behalf of its heirs, successors (by merger or otherwise),
assigns, executors and personal representatives hereby releases and discharges
each Stockholder and its predecessors, successors, parents, subsidiaries,
affiliated entities, divisions and assigns, together with each and every of
their officers, directors, stockholders, general partners, limited partners,
members, employees and agents and the heirs, personal representatives and
executors of the same (herein collectively referred to as the Stockholder
Releasees), from any and all Claims, which Parent or Merger Sub (and, from and
after the effective date of the Merger, the Company) ever had, now has, or may
have against the Stockholder Releasees or any one of them in relation to the
Company arising out of or relating to any matter, thing or event occurring up
to and including the Closing Date; provided, however, that nothing herein shall
be deemed to release any Claim which a Buyer or Merger Sub may have against the
Stockholder under this Agreement. 5. Notice of Acquisition of Additional Shares. Each Stockholder hereby
agrees, while this Agreement is in effect, to promptly notify Buyer of the
number of any new Shares acquired by such Stockholder, if any, after the date
hereof. 6. Non-Solicitation. Without limiting the provisions of Section 14
hereof, each Stockholder, whether acting as an individual or in his capacity as
an agent of the Company, severally and not jointly agrees that it shall not
(and shall, subject to the provisions of Section 14 hereof, cause each
affiliate, agent, trustee or other person acting on such Stockholders behalf
not to), directly or indirectly, other than with Buyer and its representatives
and agents, (a) initiate, solicit, encourage, entertain, accept, discuss or
negotiate any inquiries, proposals or offers (whether initiated by the
Stockholder or otherwise) with respect to (i) the acquisition or sale of any
Shares or other capital stock or capital stock equivalents of the Company, any
of its subsidiaries or any interests therein or other securities of the Company
or any of its subsidiaries, (ii) the acquisition of all or a material portion
of the assets and properties of the Company, its subsidiaries or any interests
therein, (iii) the merger, consolidation or combination of the Company or any
of its subsidiaries, (iv) the refinancing, reorganization, recapitalization,
dissolution, liquidation, wind-up or other restructuring of the Company or (v)
the acquisition, directly or indirectly, by the Company or any of its
subsidiaries or affiliates of capital stock or assets and properties of any
other person or persons in excess of $1 million in the aggregate(each a
Potential Transaction) from any party,
(b) provide information to any party in connection with a Potential
Transaction or (c) enter into any contract, agreement or arrangement with any
party, concerning or relating to a Potential Transaction or requiring such
Stockholder to abandon, terminate or fail to consummate or vote against the
Merger or the other transactions with Buyer and Merger Sub contemplated hereby;
provided, however, that nothing in this Agreement shall be deemed to prohibit
the Stockholder from participating in discussions or negotiations regarding a
Company Takeover Proposal from and after the time at which the Company has
terminated the




---



##### 



Merger Agreement pursuant to and has complied with all of the
terms and conditions of, Section 8.1(e) of the Merger Agreement . 7. Grant of Irrevocable Proxy Coupled with an Interest; Appointment of
Proxy. (a) Each Stockholder hereby irrevocably grants to, and appoints, each of
John Siegel and Peter H.O. Claudy, acting individually or collectively, and any
other individual who shall hereafter be designated by Buyer, such Stockholders
proxy and attorney-in-fact (with full power of substitution), for and in the
name, place and stead of such Stockholder, to vote such Stockholders Shares,
or grant a consent or approval in respect of such Shares, at any meeting of
Stockholders of the Company or at any adjournment thereof or in any other
circumstances upon which their vote, consent or other approval is sought, (i)
in favor of the Merger, the adoption by the Company of the Merger Agreement and
the approval of the other transactions contemplated by the Merger Agreement and
(ii) against any Alternative Transaction or Frustrating Transaction. (b) Each Stockholder represents that any proxies heretofore given in
respect of such Stockholders Shares are not irrevocable, and that any such
proxies are hereby revoked. (c) Each Stockholder hereby affirms that the proxy set forth in this
Section 7 is coupled with an interest and is irrevocable until such time as
this Agreement terminates in accordance with its terms. Such Stockholder hereby
further affirms that the irrevocable proxy is given in connection with the
execution of the Merger Agreement, and that such irrevocable proxy is given to
secure the performance of the duties of such Stockholder under this Agreement.
Such Stockholder hereby ratifies and confirms all that such irrevocable proxy
may lawfully do or cause to be done in accordance with the terms of this
Agreement by virtue hereof. Such irrevocable proxy is executed and intended to
be irrevocable in accordance with the provisions of Section 212 of the Delaware
General Corporation Law. Such irrevocable proxy shall be valid until the
termination of this Agreement pursuant to Section 11. 8. Further Assurances. Each Stockholder will, from time to time, execute
and deliver, or cause to be executed and delivered, such additional or further
transfers, assignments, endorsements, consents and other instruments as Buyer
or Merger Sub may reasonably request for the purpose of effectively carrying
out the transactions contemplated by this Agreement and to vest the power to
vote such Stockholders Shares as contemplated by Section 7. 9. Covenants of the Company. The Company covenants to Buyer and Merger Sub that (1) it and its Board
of Directors shall use reasonable best efforts to ensure that no state takeover
law or similar statute becomes applicable to the transactions herein that would
have the effect of preventing such transactions, and if such law becomes
applicable, to use its reasonable best efforts to minimize the effect of such
law on the transactions contemplated herein; (2) it will not register any
transfer of any certificate representing the Stockholders shares in
contravention of this Agreement; and (3) the transactions contemplated herein
and in the Merger Agreement are not in contravention of Section 203 of the
Delaware General Corporation Law. 10. Assignment; Binding Effect. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto (whether by operation of law or otherwise) without the prior
written consent of the other parties. Subject to




---



##### 



the preceding sentence, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable
by, the parties hereto and their respective successors and assigns.
Notwithstanding the foregoing, Each of Buyer and Merger Sub shall have the
right to assign its rights, interests and obligations hereunder to any of its
affiliates or financing sources and any of their respective affiliates at its
sole option and without the prior written consent of the other parties hereto.
Notwithstanding anything contained in this Agreement to the contrary, nothing
in this Agreement, expressed or implied, is intended to confer on any person
other than the parties hereto or their respective heirs, successors, executors,
administrators and assigns any rights, remedies, obligations or liabilities
under or by reason of this Agreement. 11. Termination. This Agreement, and all rights and obligations of the
parties hereunder, shall terminate upon the earliest to occur of (a)
termination of the Merger Agreement in accordance with its terms, (b) the
agreement of the parties hereto to terminate this Agreement, or (c) the
effective time of the Merger. Nothing in this Section 11 shall relieve any
party from liability for willful breach of this Agreement. 12. Dividends and Split-Ups. In the event of any change in the number of
issued and outstanding Shares by reason of any stock dividend, split-up,
recapitalization, merger, combination, conversion, exchange of shares, rights
plan or other change in the corporate or capital structure of the Company which
would have the effect of diluting the rights of Buyer and Merger Sub hereunder,
the number and kind of Shares subject to this Agreement shall be appropriately
adjusted. 13. General Provisions. (a) Expenses. Subject to the terms of the Merger Agreement (and except to
the extent already paid by the Company on behalf of the Stockholders), all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expense. (b) Amendments. This Agreement may not be amended except by an instrument
in writing signed by Buyer, Merger Sub and each Stockholder as to which such
amendment is to be effective. (c) Notice. All notices and other communications hereunder shall be in
writing and shall be deemed given upon receipt to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice): (i) if to Buyer or Merger Sub, to c/o COLUMBIA CAPITAL LLC
201 North Union Street
Suite 330
Alexandria, VA 22314
Telephone: (703) 519-2000
Fax:            (703) 519-5870
and:




---



##### 



c/o M/C VENTURE PARTNERS
75 State Street
Suite 2500
Boston, MA 02109
Telephone: (617) 345-7200
Fax:              (617) 345-7201 with a copy (which shall not constitute notice
to Buyer or Merger Sub) to: Kirkland & Ellis LLP
Citicorp Center
153 East 53rd Street
New York, NY 10022
Attention: Geoffrey W. Levin
Facsimile: (212) 446-4981 (ii) if to the Company, to ICG Communications, Inc.
161 Inverness Drive West
Englewood, CO 80112
Attention: Bernard L. Zuroff
Facsimile: (303) 414-5502 with a copy (which shall not constitute notice
to the Company) to: (iii) if to a Stockholder, to the address set forth under the name
of such Stockholder on Schedule A hereto with a copy (which shall not constitute notice to Buyer
or Merger Sub) to: ICG Communications, Inc.
161 Inverness Drive West
Englewood, CO 80112
Attention: Bernard L. Zuroff
Facsimile: (303) 414-5502 (d) Interpretation. When a reference is made in this Agreement to a
Section, such reference shall be to a Section of this Agreement unless
otherwise indicated. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Wherever the words include, includes or including are
used in this Agreement, they shall be deemed to be followed by the words
without limitation.




---



##### 



(e) 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 two or more counterparts have been signed by each
of the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart. (f) Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein) (i) constitutes
the entire agreement and supersedes all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter
hereof and (ii) is not intended to confer upon any person other than the
parties hereto any rights or remedies hereunder. (g) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware without regard to any
applicable conflicts of law. (h) Publicity. Except as otherwise required by law, court process or the
rules of a national securities exchange or the NASDAQ National Market or as
contemplated or provided in the Merger Agreement (any of the foregoing, a
Required Disclosure), for so long as this Agreement is in effect, neither any
Stockholder nor Buyer or Merger Sub shall issue or cause the publication of any
press release or other public announcement with respect to the transactions
contemplated by this Agreement or the Merger Agreement without the consent of
the other parties, which consent shall not be unreasonably withheld; provided,
that in any case, Except for Required Disclosures, a Stockholder will not use
the name of Buyer or Merger Sub or any affiliate thereof without Buyers
written permission and will discuss the term and contents of
any such release with Buyer prior to dissemination; provided, further,
that nothing contained herein shall preclude Buyer or Merger Sub from making
any announcement or disclosing any information to its financing and/or
management resources. 14. Stockholder Capacity. No person executing this Agreement who is or
becomes during the term hereof a director or officer of the Company (or who has
designated a director or officer of the Company) makes any agreement or
understanding herein in his or her capacity as such director or officer (or
with respect to any such designated director or officer, in his capacity as
such). Each Stockholder signs solely in his or her capacity as the record
holder and beneficial owner of, or the trustee of a trust whose beneficiaries
are the beneficial owners of, such Stockholders Shares and nothing herein
shall limit or affect any actions taken by a Stockholder (or such Stockholders
designee(s)) in its capacity as an officer or director of the Company to the
extent not prohibited by the Merger Agreement. 15. Enforcement. The parties agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in a court of the United States
(without posting of bond or other security). This being in addition to any
other remedy to which they are entitled at law or in equity.




---



##### 



16. Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, 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. If any provision of this
Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable. 17. Waiver of Jury Trial. Each party to this Agreement hereby waives, to
the extent permitted by applicable law, trial by jury in any litigation in any
court with respect to, in connection with, or arising out of this Agreement or
any ancillary agreement or the validity, protection, interpretation, collection
or enforcement thereof. * * * * *




---



##### 



IN WITNESS WHEREOF, Buyer, Merger Sub, the Company and each Stockholder
have signed, or caused this Agreement to be signed by its officer duly
authorized, all as of the date first written above. MCCC ICG HOLDINGS LLCBy:
    
    /s/ Daniel P. CarusoName: Daniel P. CarusoTitle: PresidentMCCC MERGER CORP.By:
    
    /s/ Daniel P. CarusoName: Daniel P. CarusoTitle: PresidentICG COMMUNICATIONS, INC.By:
    
    /s/ Bernard L. ZuroffName:
    
    Bernard L. ZuroffTitle:
    
    Executive Vice President,General Counsel and Secretary
 [Stockholder Signature Pages Follow]




---



##### 



Stockholder Signature Page to Support Agreement CERBERUS PARTNERS, L.P.
By: Cerberus Associates, L.L.C., its general partnerBy:
    
    /s/ Seth P. PlattusName: Seth P. Plattus
Title: Managing DirectorCERBERUS INTERNATIONAL, LTD.
By: Partridge Hill Overseas Management, LLC
itsInvestment ManagerBy:
    
    /s/ Seth P. PlattusName: Seth P. Plattus
Title: Managing DirectorCERBERUS SERIES ONE HOLDINGS, LLC
By: Cerberus Institutional Partners, L.P.,
its
managing partner
By: Cerberus Institutional Associates,
L.L.C., its general partnerBy:
    
    /s/ Seth P. PlattusName: Seth P. Plattus
Title: Managing Director




---



##### 



CERBERUS SERIES TWO HOLDINGS, LLC
By: Cerberus Institutional Partners, L.P., its
managing member
By: Cerberus Institutional Associates, L.L.C., its
general partnerBy:
    
    /s/ Seth P. PlattusName: Seth P. Plattus
Title: Managing DirectorW.R. HUFF ASSET MANAGEMENT CO. L.L.C.
signing in its capacity as investment
manager for various of its clientsBy:
    
    /s/ Joseph ThorntonName: Joseph Thornton




---



##### 



SCHEDULE A A
    
    A-2Number of shares of the Company
    
    Number of options toStockholder and Address
    
    Common Stock
    
    purchase the Company Common StockCERBERUS PARTNERS, L.P.
    
    
    225,045
    
    
    Warrants to purchase 22,245shares of common  stock at $9.12 per sharec/o299 Park AvenueFloors 21  23New York, NY 10171CERBERUS INTERNATIONAL, LTD.
    
    
    452,324
    
    
    Warrants to purchase 284,210 shares of common
stock at $0.01 per sharec/o
299 Park Avenue
Floors 21  23
    
    
    
    
    
    Warrants to purchase 164,814 shares of common stock at $9.12 per shareNew York, NY 10171CERBERUS SERIES ONE HOLDINGS, LLC
    
    
    75,498
    
    
    Warrants to purchase 56,843 shares of common stock at $0.01 per sharec/o
299 Park Avenue
Floors 21  23
    
    
    
    
    
    Warrants to purchase 31,494 shares of common stock at $9.12 per shareNew York, NY 10171CERBERUS SERIES TWO HOLDINGS, LLC
    
    
    N/A
    
    
    Warrants to purchase 85,263 shares of common stock at $0.01 per sharec/o
299 Park AvenueFloors 21  23
    
    
    
    
    
    Warrants to purchase 36,000 shares of common stock at $9.12 per shareNew York, NY 10171W.R. HUFF ASSET MANAGEMENT CO. L.L.C.
    
    
    1,163,453
    
    
    Warrants to purchase 17,043 shares of common
stock at $9.12 per sharec/o
67 Park PlaceMorristown, New Jersey 07960