UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549 FORM 10-Q [X]
    
    QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period
ended June 30, 2003 OR [  
]
    
    TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934
 (Commission File Number
1-11965) ICG COMMUNICATIONS,
INC.(Exact names of registrant as specified in its
charter) Delaware(State or other jurisdiction of
      incorporation or organization)
    
    84-1342022(IRS Employer Identification
      Number)
  161 Inverness Drive
      WestEnglewood, Colorado 80112(Address of
      principal executive offices)
 Registrant's telephone
numbers, including area codes: (888) 424-1144 or (303)
414-5000 Indicate by check mark whether the
registrants: (1) have filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrants were required to file such
reports), and (2) have been subject to such filing requirements for the past 90
days.Yes [ X ] No [   ] Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).Yes
[   ]   No[ X ] As of August 7, 2003, 8,000,000 shares of
ICG Communications, Inc. common stock were outstanding, of which 5,972,576 have
been distributed to stockholders. Indicate by check whether the registrant
has filed all documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes [ X ]   No
[   ] Table of Contents PART I
    FINANCIAL
      INFORMATIONITEM 1.
    FINANCIAL
      STATEMENTSITEM 2.
    MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONSITEM 3.
    QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4.
    CONTROLS
      AND PROCEDURESPART II
    OTHER
      INFORMATIONITEM 1.
    LEGAL
      PROCEEDINGSITEM 2.
    CHANGES
      IN SECURITIES AND USE OF PROCEEDSITEM 3.
    DEFAULTS
      UPON SENIOR SECURITIESITEM 4.
    SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 5.
    OTHER
      INFORMATIONITEM 6.
    EXHIBITS
      AND REPORTS ON FORM 8-KSIGNATURES.
    SIGNATURESEXHIBITS.
    EXHIBITS  PART I - FINANCIAL INFORMATION ITEM 1.         
FINANCIAL STATEMENTS Condensed
      Consolidated Balance SheetsCondensed
      Consolidated Statements of OperationsCondensed
      Consolidated Statements of Stockholders' EquityCondensed
      Consolidated Statements of Cash FlowsNotes
      to Condensed Consolidated Financial Statements  ICG COMMUNICATIONS, INC.
AND SUBSIDIARIESCondensed
Consolidated Balance Sheets (Reorganized Company)(Unaudited)  December
      31,2002
    
    June
      30,2003(in
      thousands)AssetsCurrent assets:Cash and cash
    equivalents
    $
    50,729
    
    
    $
    24,941Restricted cash,
    current
    
    16,645
    
    
    
    18,281Trade receivables, net of allowance
      of $9.0 million and $6.6 million atDecember 31, 2002 and June 30,
      2003, respectively
    
    26,667
    
    
    
    29,086Other receivables, net of allowance
      of $4.4 million
    
    1,946
    
    
    
    1,473Prepaid expenses and
      deposits
    
    5,656
    
    
    
    6,579Total current assets
    
    101,643
    
    
    
    80,360Property and equipment, net (note
      4)
    
    231,238
    
    
    
    221,865Restricted cash,
      non-current
    
    34,393
    
    
    
    32,173Deposits
    
    7,076
    
    
    
    7,320Deferred financing costs, net of
      accumulated amortization of $0.3 millionand $0.8 million at December
      31, 2002 and June 30, 2003, respectively
    
    3,096
    
    
    
    2,556Other assets
    
    12
    
    
    
    -Total Assets
    $
    377,458
    
    
    $
    344,274(continued)
  See accompanying notes to
condensed consolidated financial statements.   ICG COMMUNICATIONS, INC.
AND SUBSIDIARIESCondensed Consolidated Balance Sheets (Reorganized Company),
Continued(Unaudited)  December
      31,2002
    
    June
      30,2003(in
      thousands)Liabilities and
      stockholders' equityCurrent
      liabilities:Accounts
      payable
    $
    8,921
    
    
    $
    3,202Accrued
      liabilities
    
    38,905
    
    
    
    41,001Restructuring accruals
      (note 6)
    
    16,734
    
    
    
    5,367Secured Notes and other
      long-term debt, current portion
    
    12,973
    
    
    
    16,140Capital lease
      obligations, current portion (note 5)
    
    5,642
    
    
    
    794Deferred revenue,
      current portion
    
    12,977
    
    
    
    12,865Total current
      liabilities
    
    96,152
    
    
    
    79,369Long-term
      liabilities:Secured
    Notes
    
    55,359
    
    
    
    50,908Capital lease
      obligations (note 5)
    
    90,943
    
    
    
    79,953Senior Subordinated
      Term Loan, net of $4.9 million and $4.3 million ofdebt discount at
      December 31, 2002 and June 30, 2003, respectively
    
    20,056
    
    
    
    20,746Other
debt
    
    16,660
    
    
    
    15,103Deferred
      revenue
    
    16,525
    
    
    
    13,637Other long-term
      liabilities (note 8)
    
    650
    
    
    
    3,670Total
      liabilities
    
    296,345
    
    
    
    263,386Commitments and
      contingencies (note 6)Stockholders'
      equity:Reorganized Company
      preferred stock, $0.001 par value, 10,000,000shares authorized; 0
      shares issued and outstanding
    
    -
    
    
    
    -Reorganized Company
      common stock, $0.01 par value, 100,000,000shares authorized; 8,000,000
      shares issued and outstanding
    
    80
    
    
    
    80Additional paid-in
      capital
    
    82,509
    
    
    
    82,509Accumulated
      deficit
    
    (1,476
    )
    
    
    (1,701
    )Total stockholders'
      equity
    
    81,113
    
    
    
    80,888Total liabilities and
      stockholders' equity
    $
    377,458
    
    
    $
    344,274
  See accompanying notes to
condensed consolidated financial statements.  ICG COMMUNICATIONS, INC.
AND SUBSIDIARIESCondensed
Consolidated Statements of Operations(Unaudited)  PredecessorCompany
    
    ReorganizedCompany
    
    PredecessorCompany
    
    ReorganizedCompanyThree
      months ended June 30,
    
    Six
      months ended June 30,2002
    
    2003
    
    2002
    
    2003(in
      thousands, except per share data)Revenue
    $
    102,780
    
    
    $
    97,585
    
    
    $
    214,951
    
    
    $
    197,812Operating costs and
      expenses:Operating costs
    
    60,912
    
    
    
    60,788
    
    
    
    128,290
    
    
    
    122,526Selling, general and administrative
      expenses
    
    23,960
    
    
    
    24,458
    
    
    
    51,562
    
    
    
    44,765Depreciation and
      amortization
    
    25,311
    
    
    
    10,279
    
    
    
    44,937
    
    
    
    20,150Other income, net
    
    535
    
    
    
    4
    
    
    
    529
    
    
    
    17Total operating costs and
      expenses
    
    110,718
    
    
    
    95,529
    
    
    
    225,318
    
    
    
    187,458Operating income
    (loss)
    
    (7,938
    )
    
    
    2,056
    
    
    
    (10,367
    )
    
    
    10,354Other income
    (expense):Interest expense (note
    3)
    
    (4,599
    )
    
    
    (6,513
    )
    
    
    (10,303
    )
    
    
    (12,768
    )Interest income (note
    3)
    
    -
    
    
    
    226
    
    
    
    -
    
    
    
    457Reorganization expense, net (note
      3)
    
    (5,441
    )
    
    
    -
    
    
    
    (28,732
    )
    
    
    -Other income (expense),
      net
    
    (57
    )
    
    
    1,711
    
    
    
    83
    
    
    
    1,732Total other expense,
    net
    
    (10,097
    )
    
    
    (4,576
    )
    
    
    (38,952
    )
    
    
    (10,579
    )Net loss
    $
    (18,035
    )
    
    $
    (2,520
    )
    
    $
    (49,319
    )
    
    $
    (225
    )Net loss per share:Basic
    $
    (0.33
    )
    
    $
    (0.32
    )
    
    $
    (0.91
    )
    
    $
    (0.03
    )Diluted
    $
    (0.33
    )
    
    $
    (0.32
    )
    
    $
    (0.91
    )
    
    $
    (0.03
    )Weighted average number of shares
      outstanding:Basic
    
    54,856
    
    
    
    8,000
    
    
    
    54,285
    
    
    
    8,000Diluted
    
    54,856
    
    
    
    8,000
    
    
    
    54,285
    
    
    
    8,000See accompanying notes
      to condensed consolidated financial
statements.
     ICG COMMUNICATIONS, INC.
AND SUBSIDIARIESCondensed
Consolidated Statements of Stockholders' Equity (Reorganized
Company)(Unaudited)  Common
      Stock
    
    AdditionalPaid-inCapital
    
    
    
    TotalStockholders'EquityShares
    
    Amount
    
    
    AccumulatedDeficitBalances at January 1,
      2003
    8,000
    
    $
    80
    
    $
    82,509
    
    $
    (1,476
    )
    
    $
    81,113Net loss
    -
    
    
    -
    
    
    -
    
    
    (225
    )
    
    
    (225
    )Balances at June 30,
      2003
    8,000
    
    $
    80
    
    $
    82,509
    
    $
    (1,701
    )
    
    $
    80,888See accompanying notes
      to condensed consolidated financial
statements.
   ICG COMMUNICATIONS, INC.
AND SUBSIDIARIESCondensed
Consolidated Statements of Cash Flows(Unaudited)  PredecessorCompany
    
    ReorganizedCompanySix
      months ended June 30,2002
    
    
    
    2003(in
      thousands)Cash flows from
      operating activities:Net loss
    $
    (49,319
    )
    
    $
    (225
    )Adjustments to
      reconcile net loss to net cash provided byoperating activities before
      reorganization items:Reorganization expense,
      net
    
    28,732
    
    
    
    -Depreciation and
      amortization
    
    44,937
    
    
    
    20,150Provision for
      uncollectible accounts
    
    3,675
    
    
    
    400Other
    
    2,479
    
    
    
    2,919Changes in operating
      assets and liabilities:Receivables
    
    1,602
    
    
    
    (2,346
    )Prepaid expenses and
      deposits
    
    (1,400
    )
    
    
    (234
    )Accounts payable and
      accrued liabilities
    
    (24,378
    )
    
    
    (3,457
    )Deferred
      revenue
    
    (1,939
    )
    
    
    (3,000
    )Net cash provided by
      operating activities before reorganizationitems
    
    4,389
    
    
    
    14,207Reorganization
      items:Reorganization expense,
      net
    
    (28,732
    )
    
    
    -Net gain on negotiated
      settlements and disposal of long-lived assets
    
    (7,049
    )
    
    
    -Increase in liabilities
      subject to compromise
    
    12,822
    
    
    
    -Increase (decrease) in
      post-petition restructuring accruals
    
    2,704
    
    
    
    (11,367
    )Net cash used by
      reorganization items
    
    (20,255
    )
    
    
    (11,367
    )Net cash provided
      (used) by operating activities
    
    (15,866
    )
    
    
    2,840Cash flows from
      investing activities:Acquisition of property
      and equipment
    
    (24,223
    )
    
    
    (23,111
    )Change in prepaid
      expenses, accounts payable and accrued liabilities foracquisition of
      property and equipment
    
    904
    
    
    
    118Proceeds from
      disposition of property, equipment and other assets
    
    3,181
    
    
    
    198Decrease in restricted
      cash
    
    38
    
    
    
    584Decrease in long-term
      deposits
    
    (1,119
    )
    
    
    (244
    )Proceeds from sale of
      short-term investments
    
    10,684
    
    
    
    -Purchase of short-term
      investments
    
    (10,684
    )
    
    
    -Net cash used by
      investing activities
    
    (21,219
    )
    
    
    (22,455
    )(continued)
  See accompanying notes to
condensed consolidated financial statements.  ICG COMMUNICATIONS, INC.
AND SUBSIDIARIESCondensed Consolidated Statements of Cash Flows
(Continued)(Unaudited)  PredecessorCompany
    
    ReorganizedCompanySix
      months ended June 30,2002
    
    
    
    2003(in
      thousands)Cash flows from
      financing activities:Principal payments on
      capital lease obligations
    $
    (8,133
    )
    
    $
    (3,011
    )Principal payments on
      long-term debt
    
    -
    
    
    
    (3,162
    )Settlement of preferred
      dividends
    
    163
    
    
    
    -Net cash used by
      financing activities
    
    (7,970
    )
    
    
    (6,173
    )Net decrease in cash
      and cash equivalents
    
    (45,055
    )
    
    
    (25,788
    )Cash and cash
      equivalents, beginning of period
    
    146,587
    
    
    
    50,729Cash and cash
      equivalents end of period
    $
    101,532
    
    
    $
    24,941Supplemental disclosure
      of cash flows information:Cash paid for
      interest
    $
    8,593
    
    
    $
    8,587Cash paid for income
      taxes
    $
    -
    
    
    $
    -Supplemental disclosure
      of non-cash investing and financingactivities:Increase in property
      and equipment and asset retirement obligations,resulting from the
      Company's adoption of the provisions of SFAS 143on January 1, 2003
      (note 8)
    $
    -
    
    
    $
    2,531Reduction in property
      and equipment and capital lease obligations,resulting from the
      renegotiation of contractual terms (note 5)
    $
    -
    
    
    $
    14,621
  See accompanying notes to
condensed consolidated financial statements.


ICG COMMUNICATIONS, INC.
AND SUBSIDIARIESNotes to
Condensed Consolidated Financial Statements(Unaudited)  (1)               
Organization and Description of Business ICG Communications, Inc., a Delaware
corporation, and its subsidiaries are collectively referred to as "ICG" or the
"Company."  The Company provides voice, data and Internet communication
services.  Headquartered in Englewood, Colorado, the Company operates an
integrated metropolitan and nationwide fiber optic infrastructure to
offer: Dial-Up Services, including primary
  rate interface and remote access services, on a wholesale basis to national
  and regional Internet Service Providers ("ISP"s).Point-to-Point Broadband Services,
  providing traditional special access service to long-distance and
  inter-exchange carriers and medium to large sized corporate customers, as well
  as switched access and SS7 services.Corporate Services, primarily retail
  voice and data services to businesses. On November 14, 2000, (the "Petition
Date"), ICG and its operating subsidiaries filed voluntary petitions for
protection under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States District Court for the District of
Delaware (the "Bankruptcy Court").  The filings were made in order to
facilitate the restructuring of the Company's debt, trade liabilities and other
obligations. On December 19, 2001, the Company filed a
proposed Plan of Reorganization and a Disclosure Statement in the Bankruptcy
Court. The Company subsequently filed a First Amended Plan and Disclosure
Statement on March 1, 2002.  On March 26, 2002, the Company filed a Second
Amended Plan and Disclosure Statement, which were amended on April 3,
2002.  The original Plan of Reorganization, the Disclosure Statement, the
First Amended Plan and Disclosure Statement, and the Second Amended Plan and
Disclosure Statement are collectively referred to herein as the "Original
Plan."  On April 3, 2002, the Company submitted the Original Plan to the
Company's creditors for approval. On May 21, 2002, the Bankruptcy Court entered
an order confirming the Original Plan. The Original Plan, however, did not
become effective as a result of certain disagreements relating to exit financing
between the Company and Cerberus Capital Management, L.P. ("Cerberus"). 
After engaging in renegotiations with Cerberus, on July 25, 2002, the Company
entered into an agreement with Cerberus that was embodied in a proposed
modification to the original Plan of Reorganization.  The Original Plan, as
modified, is referred to herein as the "Modified Plan." The Company determined that the changes
to the Original Plan, as reflected in the Modified Plan, required a
re-solicitation of votes from certain classes of creditors.  Thus, on July
26, 2002, the Company filed the proposed Modified Plan and a Supplement to the
Disclosure Statement in the Bankruptcy Court.  On August 23, 2002, the
Company submitted the Modified Plan to the Company's creditors for
approval.  On October 9, 2002, the Bankruptcy Court entered an order
confirming the Modified Plan.  On October 10, 2002 (the "Effective Date"),
the Company's Modified Plan became effective and the Company emerged from
Chapter 11 bankruptcy protection. The implementation of the Modified Plan
resulted in, among other things, Restated Articles of Incorporation and By-laws,
a new capital structure, the satisfaction or disposition of various types of
claims against the Predecessor Company (defined below) and the assumption or
rejection of certain lease agreements and executory contracts. Further, on the
Effective Date, the Company was authorized to issue 8,000,000 shares of new
common stock to the Company's pre-petition creditors. All of the Company's Board
members resigned as of the Effective Date and the new Board of Directors
officially took control of the Company. Pursuant to the Modified Plan, on October
10, 2002, the Company received new financing consisting of a $25 million senior
subordinated term loan (the "Senior Subordinated Term Loan").  The
Company's senior secured credit facility (the "Senior Facility") balance was
then cancelled and replaced with new notes (the "Secured Notes").  Proceeds
from the Senior Subordinated Term Loan were utilized to pay down the balance of
the Secured Notes to $59 million. (2)               
Summary of Significant Accounting Policies Basis of
Presentation As used in this Quarterly Report,
"Predecessor Company" refers to the Company prior to its emergence from
bankruptcy.  "Reorganized Company" refers to the Company after its
emergence from bankruptcy. Between November 14, 2000, and October
10, 2002, ICG operated as a debtor-in-possession under the supervision of the
Bankruptcy Court.  ICG's financial statements for reporting periods within
that timeframe were prepared in accordance with the provisions of Statement of
Position 90-7 ("SOP 90-7"), "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code." In connection with its emergence from
bankruptcy, the Company adopted Fresh Start ("Fresh Start") reporting in October
2002, in accordance with the requirements of SOP 90-7.  The application of
SOP 90-7 resulted in the creation of a new reporting entity. Under Fresh Start
reporting, the reorganization value of ICG was allocated to its assets and
liabilities on a basis substantially consistent with purchase accounting in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations." The accompanying interim unaudited
financial statements should be read in conjunction with ICG's Annual Report on
Form 10-K for the year ended December 31, 2002, as certain information and note
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the United States Securities and
Exchange Commission.  In the opinion of management, the Company's interim
financial statements reflect all necessary adjustments, which are of a normal
recurring nature, for a fair presentation.  Operating results for the six
months ended June 30, 2003 are not necessarily indicative of the results that
may be expected for the fiscal year ending December 31, 2003.  All
significant intercompany accounts and transactions have been eliminated in
consolidation.  Certain 2002 amounts have been reclassified to conform to
the 2003 presentation. The preparation of financial statements
in conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes.  Management bases its
estimates and judgments on historical experience, current economic and industry
conditions and on various other factors that are believed to be reasonable under
the circumstances.  Such information forms the basis for making judgments
about the carrying values of assets and liabilities that are not readily
apparent from other sources.  Actual results, however, may differ from
these estimates under different assumptions or conditions. Comparability of Financial
Information Due to the adoption of Fresh Start
reporting in October 2002, the Reorganized Company's accompanying post-Fresh
Start statement of operations and statement of cash flows have not been prepared
on a consistent basis with the Predecessor Company's financial statements, and
are therefore not comparable in certain respects to the financial statements
prior to the application of Fresh Start reporting. Net Loss Per
Share The Predecessor Company's weighted
average outstanding common shares were used in calculating basic and diluted net
loss per share for the three and six months ended June 30, 2002.  No
potential common shares of the Predecessor Company, such as options and
warrants, were included in the calculation, as their effect would have been
anti-dilutive.  All outstanding common shares and potential common shares
of the Predecessor Company were cancelled in October 2002 in connection with the
Company's emergence from bankruptcy. The Reorganized Company's weighted
average outstanding common shares were used in calculating basic and diluted net
loss per share for the three and six months ended June 30, 2003.  No
potential common shares of the Reorganized Company, such as options and
warrants, were included in the calculation, as their effect would have been
anti-dilutive. Stock-Based
Compensation The Company accounts for its stock-based
employee and non-employee director compensation plans using the intrinsic value
based method prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related Interpretations ("APB
25").  Stock-based instruments issued to third parties are accounted for in
accordance with SFAS No. 123, "Accounting for Stock-Based
Compensation." The Company has recorded no compensation
expense for the stock options granted under its employee stock option plan for
the periods presented pursuant to the intrinsic value based method of APB
25.  The following table illustrates the effect on net loss and net loss
per share for the three and six months ended June 30, 2003, if the Company had
applied the fair value recognition provisions of SFAS No. 123 to stock-based
employee compensation (in thousands, except per share data): Three
      MonthsEnded
    
    Six
      MonthsEndedJune 30,
      2003Net loss:As reported
    $
    (2,520
    )
    
    $
    (225
    )Deduct: total stock-based employee
      compensationexpense determined under fair value based methodfor
      all awards
    
    -
    
    
    
    (251
    )Pro forma
    $
    (2,520
    )
    
    $
    (476
    )
  Three Months
      Ended
    
    Six Months
      EndedJune 30,
      2003Asreported
    
    
    
    Proforma
    
    
    
    Asreported
    
    
    
    ProformaNet loss per share:Basic
    $
    (0.32
    )
    
    $
    (0.32
    )
    
    $
    (0.03
    )
    
    $
    (0.06
    )Diluted
    $
    (0.32
    )
    
    $
    (0.32
    )
    
    $
    (0.03
    )
    
    $
    (0.06
    )
 The fair value of each option grant
was estimated on the date of grant using the Black-Scholes option-pricing model
with the following assumptions: option life of 5 years, volatility of 60%,
risk-free interest rate ranging from 2.7% to 3.2%, and no dividends.The
following table summarizes the status of the Reorganized Company's employee
stock option plan: Sharesunderlyingoptions
    
    
    Weightedaverageexercise priceOutstanding at December
      31, 2002
    701,677
    
    
    $
    9.12Granted
    40,000
    
    
    
    3.25Cancelled
    (78,750
    )
    
    
    9.12Outstanding at June 30,
      2003
    662,927
    
    
    $
    8.77
 In addition, options to purchase 40,000
common shares at a strike price of $9.12 were outstanding at June 30, 2003,
under the ICG Communications, Inc. Directors' Stock Option Plan. (3)               
Accounting During Bankruptcy Proceedings ICG's financial statements during the
Company's bankruptcy proceedings were prepared in accordance with the provisions
of SOP 90-7. Interest Expense Contractual interest expense of $63
million and $126 million was not recorded for the three and six months ended
June 30, 2002, due to the Company's bankruptcy proceedings. Interest Income Interest income of $0.4 million and $1.0
million for the three and six months ended June 30, 2002, was considered earned
as a result of the bankruptcy filing, and was therefore classified as a
reorganization item, in accordance with the requirements of SOP 90-7. Reorganization Expense,
Net In accordance with SOP 90-7, all costs
and expenses incurred in connection with the Predecessor Company's
reorganization from the Petition Date to the Effective Date were classified as
reorganization items in the accompanying condensed consolidated statements of
operations. The Predecessor Company incurred the following reorganization items
for the three and six months ended June 30, 2002 (in thousands): Three
      MonthsEnded
    
    Six
      MonthsEndedJune 30,
      2002Severance and employee retention
      costs
    $
    3,582
    
    
    $
    3,894Legal and professional
      fees
    
    3,249
    
    
    
    6,957Switch site closure
    costs
    
    630
    
    
    
    1,336Contract termination
      expenses
    
    1,754
    
    
    
    23,308Net loss (gain) on disposal of
      long-lived assets
    
    2,759
    
    
    
    (195
    )Net gain on negotiated
      settlements
    
    (6,854
    )
    
    
    (6,854
    )Interest income
    
    (411
    )
    
    
    (988
    )Other
    
    732
    
    
    
    1,274Total
    $
    5,441
    
    
    $
    28,732
 (4)           Property
and Equipment Property and equipment, including assets
held under capital leases, is comprised of the following (in
thousands): December
      31,2002
    
    June
      30,2003Buildings and
      Improvements
    
    $
    29,370
    
    
    $
    29,370Furniture, fixtures and office
      equipment
    
    
    -
    
    
    
    363Machinery and
    equipment
    
    
    3,662
    
    
    
    3,693Fiber optic equipment
    
    
    51,864
    
    
    
    53,001Circuit switch
    equipment
    
    
    73,964
    
    
    
    74,434Packet switch
    equipment
    
    
    19,641
    
    
    
    18,306Fiber optic network
    
    
    47,432
    
    
    
    41,359Site improvements
    
    
    99
    
    
    
    2,725Construction in
    progress
    
    
    11,408
    
    
    
    24,097Assets held for sale
    
    
    1,749
    
    
    
    1,164239,189
    
    
    
    248,512Less accumulated
      depreciation
    
    
    (7,951
    )
    
    
    (26,647
    )$
    231,238
    
    
    $
    221,865
 Property and equipment includes $24.1
million of equipment that has not been placed in service and $1.2 million of
property and equipment that is being held for sale at June 30, 2003, that is not
being depreciated. The Company leases certain office
facilities and fiber equipment under various capital lease arrangements. 
Assets recorded under capitalized lease agreements included in property and
equipment consisted of $45.2 million and $33.7 million, less accumulated
amortization of $0.6 million and $1.6 million, at December 31, 2002 and June 30,
2003, respectively.  As discussed in note 5, in 2003 the Company completed
two transactions that changed the recorded amounts of assets under capitalized
lease agreements and the related capital lease liability. As described in note 8, ICG adopted SFAS
No. 143, "Accounting for Asset Retirement Obligations", effective January 1,
2003. (5)           Capital
Lease Obligations The Company leases certain office
facilities and fiber equipment under various capital lease arrangements. 
Assets recorded under capitalized lease agreements included in property and
equipment consisted of $45.2 million and $33.7 million, less accumulated
amortization of $0.6 million and $1.6 million, at December 31, 2002 and June 30,
2003, respectively. The Company leases certain portions of
its network from Southern California Edison Company ("SCE").  In the first
six months of 2003 the Company and SCE completed two transactions that changed
the recorded amounts of assets under capitalized lease agreements and the
related capital lease liability.   In January 2003, the Company
returned certain leased dark fiber to SCE, which resulted in corresponding $3.2
million reductions of property and equipment and capital lease
obligations.  Further, in May 2003, the Company and SCE agreed to return
additional assets and to replace the previous contract, as amended, with new
agreements.  In connection with the May 2003 termination of the previous
contract and execution of new licenses and leases, the Company recorded
corresponding $11.4 million reductions of property and equipment and capital
lease obligations.  Capital lease obligations relating to the SCE
agreements were, and continue to be recorded using a 15.1% interest rate. 
The new agreements with SCE are subject to the approval of the California Public
Utilities Commission. The following table represents
contractual payments under the terms of the Company's capital lease obligations
as of December 31, 2002 and June 30, 2003 (in thousands of dollars): December
      31,2002
    
    June
      30,2003Year:2003*
    17,216
    
    5,2052004
    17,235
    
    10,4992005
    17,182
    
    10,4442006
    10,397
    
    10,5592007
    10,584
    
    10,739Thereafter
    172,745
    
    174,745Total minimum lease
      payments
    245,359
    
    222,191Less amounts representing
      interest
    148,774
    
    141,444Present value of net minimum lease
      payments
    96,585
    
    80,747
 * As of June 30, 2003, the amount of
contractual payments is for the six months ended December 31, 2003. The difference in contractual payments
for each of the above periods is primarily due to the replacement of the SCE
capital lease, as described above. The weighted average interest rate on
capital lease obligations was 13.1% and 12.7% as of December 31, 2002 and June
30, 2003, respectively. (6)               
Commitments and Contingencies Impact of WorldCom, Inc.
Bankruptcy On July 21, 2002, WorldCom, Inc. and
substantially all of its active U.S. subsidiaries (collectively referred to as
"WorldCom") filed voluntary petitions for reorganization under Chapter 11 of the
Bankruptcy Code.  Since WorldCom's bankruptcy filing, ICG has continued to
provide service to WorldCom.  Revenue from WorldCom accounted for
approximately 10% and 11% of the Company's total revenue in the three and six
months ended June 30, 2003, respectively.  Under the Bankruptcy Code,
WorldCom can elect to affirm or reject its pre-petition contracts with
ICG. ICG and MCI WorldCom
Network Services, Inc., have reached agreement with regard to the renegotiation
and assumption of MCI WorldCom Network Services, Inc.'s pre-petition
contract.  In May 2003, WorldCom's bankruptcy court approved the settlement
and assumption agreement.  Under the terms of the settlement agreement,
WorldCom's minimum commitment to ICG decreased by approximately $1.2 million per
month in April 2003 through March 2004, and increased by approximately $0.8
million per month in April 2004 through September 2004.  In addition, in
May 2003, under the terms of the settlement agreement, MCI WorldCom Network
Services, Inc. paid ICG, and ICG recorded as revenue, approximately $1.5 million
relating to amounts earned for services provided by ICG in July 2002.  This
amount had not been previously recognized by ICG due to collection
concerns.  As of June 30, 2003, the Company had $1.1 million in net trade
receivables due from WorldCom. Operating Costs and Accrued
Liabilities The Company leases certain network
facilities, primarily circuits, from ILECs and CLECs to augment its owned
infrastructure for which it is generally billed a fixed monthly fee.  The
Company also uses the facilities of other carriers for which it is billed on a
usage basis.  The Company issued a significant number of disconnect orders
to ILECs and CLECs for leased circuits throughout 2001 and 2002 as a result of
the Company's optimization of its network and associated operating cost
structure, as well as the curtailment of the Company's expansions plans. 
In addition, many of these providers changed the Company's billing account
numbers ("BAN"s) in an attempt to segregate the Company's pre- and post-Chapter
11 petition billing activity.  Disconnected services were frequently not
reflected on a timely basis by these facilities providers on the Company's
invoices, resulting in inaccurate invoices and disputes, and the assignment of
new BANs by these facilities providers frequently resulted in incorrect balances
being carried forward on invoices.  The Company disputes invoices for usage
billings when the call record detail is not adequate to support such
charges.  As a result of these and other types of billing disputes, the
Company is in settlement negotiations with certain providers. In determining the amount of such
operating expenses and related accrued liabilities to reflect in its financial
statements, the Company considers the adequacy of documentation of disconnect
notices, compliance with prevailing contractual requirements for submitting such
disconnect notices and disputes to the provider of the facilities, and
compliance with its interconnection agreements with these carriers. 
Significant judgment is required in estimating the ultimate outcome of the
dispute resolution process, as well as any other amounts that may be incurred to
conclude the negotiations or settle any litigation. Other Commitments and
Contingencies The Company emerged from bankruptcy on
October 10, 2002.  However, certain post-confirmation proceedings continue
in the Bankruptcy Court relating to pre-petition claims, administrative claims
and claims for damages on rejected executory contracts.  As of June 30,
2003, the Reorganized Company's balance sheet includes $5.4 million in estimated
accrued liabilities for the settlement of such claims. (7)           Major
Customers A significant amount of the Company's
revenue is derived from long-term contracts with certain large customers,
including one major customer, Qwest Communications Corporation (together with
its affiliated entities, "Qwest").  Revenue from Qwest accounted for 31%
and 30% of total revenue in the three months ended June 30, 2002 and 2003,
respectively.  Revenue from Qwest accounted for 28% and 29% of total
revenue in the six months ended June 30, 2002 and 2003, respectively.  As
of June 30, 2003, the Company had $1.5 million in net trade receivables due from
Qwest. In addition, as described in more detail
in note 6, revenue from WorldCom accounted for approximately 10% and 11% of the
Company's total revenue in the three and six months ended June 30, 2003,
respectively. Certain customers, some of which are
significant to the Company, have approached ICG about the possibility of
settling or restructuring their service contracts.  If the Company agrees
to settle or restructure any significant customer contract, ICG's results of
operations and financial condition could be materially impacted.  At this
time, the Company cannot predict the possible outcome of such
negotiations. (8)           New
Accounting Standards Effective January 1, 2003, ICG adopted
SFAS No. 143, "Accounting for Asset Retirement Obligations." The statement
requires that a liability for the fair value of an asset retirement obligation
be recognized in the period in which it is incurred, with the offsetting
associated asset retirement cost capitalized as part of the carrying amount of
the long-lived asset. The asset retirement cost is subsequently allocated to
expense using a systematic and rational method over the useful life of the
related asset. Changes in the asset retirement obligation resulting from the
passage of time are recognized as an increase in the carrying amount of the
liability and as accretion expense. The adoption of SFAS 143 resulted in the
establishment of asset retirement obligations of $2.5 million, which are
included in other long-term liabilities in the accompanying balance sheet, and
an increase to net property and equipment of $2.5 million.  Accretion
expense of $0.1 million and $0.2 million for the three and six months ended June
30, 2003, is included in other operating income, net, in the accompanying
statement of operations. ITEM
2.          MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS Unless the context otherwise requires,
the term "Company", "ICG" or "Registrant" means the combined business operations
of ICG Communications, Inc. and its subsidiaries. This section and other parts of this
Quarterly Report contain "forward looking statements" intended to qualify as
safe harbors from liability as established by the Private Securities Litigation
Reform Act of 1995.  These forward looking statements can generally be
identified as such because the context of the statements include words such as
"intends," "anticipates," "expects," "estimates," "plans," "believes" and other
similar words.  Additionally, statements that describe the Company's future
plans, objectives or goals also are forward-looking statements.  All
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results or outcomes to differ materially from those currently
anticipated.  These risks and uncertainties, which are described in more
detail herein under "Liquidity and Capital Resources", include, but are not
limited to the following: Customer concentration and the
  Company's ability to retain its major customers on profitable
  terms;The Company's ability to collect
  reciprocal compensation;The Company's ability to
  successfully maintain commercial relationships with its critical
  suppliers;The Company's ability to manage
  expansion of its service offerings and its network and
  infrastructure;The Secured Notes and Senior
  Subordinated Term Loan contain certain covenants that restrict the Company's
  financial and operational flexibility;Changes in, or the Company's
  inability to comply with, existing government regulations;The performance of the Company's
  network;The rapid change of technology
  within the telecommunications industry;The Company's ability to access
  capital markets in a timely manner, at reasonable costs and on satisfactory
  terms and conditions;The Reorganized Company is largely
  controlled by two parties;Potential for business
  combinations; andGeneral economic conditions and the
  related impact on demand for the Company's services. These forward-looking statements speak
only as of the date of this Quarterly Report.  The Company does not
undertake any obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.  Although the Company believes that its plans, intentions and
expectations reflected in or suggested by the forward-looking statements made in
this Quarterly Report are reasonable, there is no assurance that such plans,
intentions or expectations will be achieved. The following discussion and analysis of
the Company's financial condition and results of operations should be read in
conjunction with the unaudited condensed consolidated financial statements and
accompanying notes included in this Quarterly Report.  All dollar amounts
are in U.S. dollars. BUSINESS OVERVIEW ICG is a facilities-based, nationwide
communications provider focused on providing data and voice services to Internet
Service Providers ("ISP"s), telecommunication carriers and corporate
customers.  Headquartered in Englewood, Colorado, ICG is a certified
competitive local exchange carrier ("CLEC") in most states, having
interconnection agreements with every major local exchange carrier. ICG's
facilities support three primary product offerings: Dial-Up Services The Company provides primary rate
interface ("PRI") ports (one and two way) and managed modem remote access
services ("RAS") to many of the largest national ISPs and other
telecommunications carriers, as well as to numerous regional ISPs and other
communication service companies. Most of these services are provided through the
Company's owned switch facilities. Currently, ICG's network footprint has the
capability to provide Dial-Up service to over 75% of the nation's population.
Before any reciprocal compensation revenue earned from these services, revenue
from Dial-Up services accounted for 52% of the Company's total second quarter
2003 revenue. Associated reciprocal compensation revenue accounted for an
additional 10% of the Company's total second quarter 2003 revenue. As of June
2003, the Company had approximately 765,000 ISP customer ports in
service. Point-to-Point Broadband
Service The Company provides dedicated bandwidth
to connect (i) inter-exchange carriers to local markets, large corporations and
other carrier facilities and (ii) large corporations to their inter-exchange
carrier sites and other corporate locations. Such dedicated bandwidth sales are
focused in areas where ICG maintains local fiber and buildings on its own
network or in close proximity thereto. Point-to-Point Broadband service also
includes switched access and SS7 services. Point-to-Point Broadband service
accounted for 24% of the Company's total second quarter 2003 revenue. Corporate Services The Company offers Internet access, data
and voice services to corporate customers, with an emphasis on Dedicated
Internet Access ("DIA") and Internet Protocol ("IP") telephony services. ICG is
well positioned to expand this service with its metropolitan and regional fiber
and switching asset base and nation-wide data network infrastructure. Corporate
Services accounted for 14% of the Company's total second quarter 2003 revenue.
As of June 2003, Corporate Services' customers accounted for approximately
97,000 access lines. Network To provide its service offerings, ICG
combines its approximately 5,700 route miles of metropolitan and regional fiber
network infrastructure and its 46 voice and data switches with its nationwide
fiber optic backbone, data points of presence, 23 asynchronous transfer mode
("ATM") switches, and numerous private and public Internet peering
arrangements.  The design of the physical network permits the Company to
offer flexible, high-speed telecommunications services to its
customers. The regional network infrastructure
consists of fiber optic cables and associated advanced electronics and
transmission equipment. The Company's network includes a centrally controlled,
logical IP switch (i.e., "Soft Switch"), and is generally configured in
redundant synchronous optical network ("SONET") rings to make the network
accessible to the largest concentration of telecommunications intensive business
customers within a given market. This network architecture also offers the
advantage of uninterrupted service in the event of a fiber cut or equipment
failure, thereby resulting in limited outages and increased network reliability
in a cost efficient manner. REORGANIZATION AND EMERGENCE FROM
BANKRUPTCY On November 14, 2000, (the "Petition
Date"), ICG and its operating subsidiaries filed voluntary petitions for
protection under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States District Court for the District of
Delaware (the "Bankruptcy Court").  The filings were made in order to
facilitate the restructuring of the Company's debt, trade liabilities and other
obligations. On December 19, 2001, the Company filed a
proposed Plan of Reorganization and a Disclosure Statement in the Bankruptcy
Court. The Company subsequently filed a First Amended Plan and Disclosure
Statement on March 1, 2002.  On March 26, 2002, the Company filed a Second
Amended Plan and Disclosure Statement, which were amended on April 3,
2002.  The original Plan of Reorganization, the Disclosure Statement, the
First Amended Plan and Disclosure Statement, and the Second Amended Plan and
Disclosure Statement are collectively referred to herein as the "Original
Plan."  On April 3, 2002, the Company submitted the Original Plan to the
Company's creditors for approval. On May 21, 2002, the Bankruptcy Court entered
an order confirming the Original Plan. The Original Plan, however, did not
become effective as a result of certain disagreements relating to exit financing
between the Company and Cerberus Capital Management, L.P. ("Cerberus"). 
After engaging in renegotiations with Cerberus, on July 25, 2002, the Company
entered into an agreement with Cerberus that was embodied in a proposed
modification to the original Plan of Reorganization.  The Original Plan, as
modified, is referred to herein as the "Modified Plan." The Company determined that the changes
to the Original Plan, as reflected in the Modified Plan, required a
re-solicitation of votes from certain classes of creditors.  Thus, on July
26, 2002, the Company filed the Modified Plan and a Supplement to the Disclosure
Statement in the Bankruptcy Court.  On August 23, 2002, the Company
submitted the Modified Plan to the Company's creditors for approval.  On
October 9, 2002, the Bankruptcy Court entered an order confirming the Modified
Plan.  On October 10, 2002 (the "Effective Date"), the Company's Modified
Plan became effective and the Company emerged from Chapter 11 bankruptcy
protection. The implementation of the Modified Plan
resulted in, among other things, Restated Articles of Incorporation and By-laws,
a new capital structure, the satisfaction or disposition of various types of
claims against the Predecessor Company and the assumption or rejection of
certain lease agreements and executory contracts. Further, on the Effective
Date, the Company was authorized to issue 8,000,000 shares of new common stock
to the Company's pre-petition creditors. All of the Company's Board members
resigned as of the Effective Date and the new Board of Directors officially took
control of the Company. Pursuant to the Modified Plan, on October
10, 2002, the Company received new financing consisting of a $25 million senior
subordinated term loan (the "Senior Subordinated Term Loan").  The
Company's senior secured credit facility (the "Senior Facility") balance was
then cancelled and replaced with new notes (the "Secured Notes").  Proceeds
from the Senior Subordinated Term Loan were utilized to pay down the balance of
the Secured Notes to $59 million. Under the terms of the Senior
Subordinated Term Loan, subject to certain ownership percentage requirements,
Cerberus is entitled to appoint two directors to the reorganized Company's Board
of Directors.  Pursuant to the Modified Plan, W. R. Huff Asset Management
Co. L.L.C. ("Huff") is also entitled to appoint two directors.  Further,
the Modified Plan authorized the appointment of the Company's Chief Executive
Officer, Randall E. Curran, to serve as Chairman of the Company's Board of
Directors until the first meeting of Stockholders.  According to the
Company's Restated By-laws, certain corporate actions require the approval of a
supermajority of the Board of Directors. CRITICAL ACCOUNTING
POLICIES Management's Discussion and Analysis of
Financial Condition and Results of Operations addresses the Company's condensed
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. 
The preparation of these financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. On an ongoing basis, management evaluates
its estimates and judgments, including those related to revenue recognition,
uncollectible accounts receivable, long-lived assets, operating costs and
accruals, litigation and contingencies.  Management bases its estimates and
judgments on historical experience, current economic and industry conditions and
on various other factors that are believed to be reasonable under the
circumstances.  Such information forms the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results, however, may differ from these estimates
under different assumptions or conditions.  Management believes the
following critical accounting policies address the more significant judgments
and estimates used in the preparation of its condensed consolidated financial
statements. Financial Reporting by Entities in
Reorganization under the Bankruptcy Code and Fresh Start
Reporting Between November 14, 2000, and October
10, 2002, ICG operated as a debtor-in-possession under the supervision of the
Bankruptcy Court.  ICG's financial statements for reporting periods within
that timeframe were prepared in accordance with the provisions of Statement of
Position 90-7 ("SOP 90-7"), "Financial Reporting by Entities in Reorganization
Under the Bankruptcy Code." In connection with its emergence from
bankruptcy, the Company adopted Fresh Start ("Fresh Start") reporting in October
2002, in accordance with the requirements of SOP 90-7.  The application of
SOP 90-7 resulted in the creation of a new reporting entity. Under Fresh Start
reporting, the reorganization value of ICG was allocated to its assets and
liabilities on a basis substantially consistent with purchase accounting in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations." As used in this Quarterly Report,
"Predecessor Company" refers to the Company prior to its emergence from
bankruptcy.  "Reorganized Company" refers to the Company after its
emergence from bankruptcy. Revenue Recognition and Accounts
Receivable Revenue for dedicated transport, data,
Internet and the majority of switched services, exclusive of switched access, is
generally billed in advance on a fixed rate basis and recognized over the period
the services are provided.  Switched access revenue and inter-carrier
compensation, including reciprocal compensation and carrier access, is generally
billed on a transactional basis determined by customer usage.  The
transactional elements of switched access services and inter-carrier
compensation are billed in arrears and estimates are used to recognize revenue
in the period that service is provided.  Fees billed in connection with
customer installations and other up front charges are deferred and recognized as
revenue ratably over the estimated average contract life. In the past, the Company entered into
indefeasible rights-of-use agreements ("IRUs"), pursuant to which the Company
continues to lease its metropolitan fiber and other infrastructure to other
telecommunications services providers.  If the requirements for sales-type
lease accounting were met, the Company recognized revenue in the period that
facilities became available for use by the customer.  If the requirements
for sales-type lease accounting were not met, as was generally the case, the
Company has recognized revenue ratably over the term of the agreement. 
Revenue earned on the portion of IRUs attributable to the provision of
maintenance services has been recognized ratably over the term of the
agreement. The Company records reciprocal
compensation and carrier access revenue in accordance with regulatory authority
approval and pursuant to interconnection agreements with incumbent local
exchange carriers ("ILEC"s) and interexchange carriers ("IXC"s) for the
origination, transport and/or termination of traffic originated by ILEC and IXC
customers, including Internet traffic.  The Company recognizes revenue as
the service is provided, except in those cases where historical experience
indicates that the revenue would be under dispute and collection would be
uncertain. The Company recognizes revenue at the
amount expected to be realized, which includes adjustments for billing accuracy
and service performance.  Valuation allowances for uncollectible accounts
receivable are established through a charge to selling, general and
administrative expenses.  The Company assesses the adequacy of this reserve
periodically, evaluating general factors such as the length of time individual
receivables are past due, historical collection experience, the economic and
competitive environment, and changes in the credit worthiness of
customers.  The Company also assesses the ability of specific customers to
meet their financial obligations and establishes specific valuation allowances
based on the amount the Company expects to collect from these customers, as
considered necessary.  If circumstances relating to specific customers
change or economic conditions improve or worsen such that past collection
experience and assessment of the economic environment are no longer relevant,
the estimate of the recoverability of the Company's trade receivables may
change. Operating Costs and Accrued
Liabilities The Company leases certain network
facilities, primarily circuits, from ILECs and CLECs to augment its owned
infrastructure for which it is generally billed a fixed monthly fee.  
The Company also uses the facilities of other carriers for which it is billed on
a usage basis.  The Company issued a significant number of disconnect
orders to ILECs and CLECs for leased circuits throughout 2001 and 2002 as a
result of the Company's optimization of its network and associated operating
cost structure, as well as the curtailment of the Company's expansions
plans.  In addition, many of these providers changed the Company's billing
account numbers ("BAN"s) in an attempt to segregate the Company's pre- and
post-Chapter 11 petition billing activity.  Disconnected services were
frequently not reflected on a timely basis by these facilities providers on the
Company's invoices, resulting in inaccurate invoices and disputes, and the
assignment of new BANs by these facilities providers frequently resulted in
incorrect balances being carried forward on invoices.  The Company disputes
invoices for usage billings when the call record detail is not adequate to
support such charges.  As a result of these and other types of billing
disputes, the Company is in settlement negotiations with certain
providers. In determining the amount of such
operating expenses and related accrued liabilities to reflect in its financial
statements, the Company considers the adequacy of documentation of disconnect
notices, compliance with prevailing contractual requirements for submitting such
disconnect notices and disputes to the provider of the facilities, and
compliance with its interconnection agreements with these carriers. 
Significant judgment is required in estimating the ultimate outcome of the
dispute resolution process, as well as any other amounts that may be incurred to
conclude the negotiations or settle any litigation. Property and
Equipment The Company's property and equipment
includes property and equipment in service, under construction or development,
and held for sale. Property and equipment in service is
stated at historical cost, reduced by provisions to recognize impairment in
value, as required.  Costs associated directly with network construction,
service installations and development of business support systems, including
employee related costs, and interest expense incurred during the construction
period, are capitalized.  Depreciation is calculated on a straight-line
basis over the assets' estimated useful lives, which are determined based on
historical usage with consideration given to technological changes, trends in
the industry and other economic factors that could impact the network
architecture and asset utilization.  Assets held for sale are stated at the
estimated proceeds from the sale, less costs to sell. Equipment held under capital leases is
stated at the lower of the fair value of the asset or the net present value of
the minimum lease payments at the inception of the lease.  Amortization of
equipment held under capital leases is included in depreciation and amortization
expense, and is calculated on a straight-line basis over the estimated useful
lives of the assets, or the related lease term, whichever is shorter. The Company provides for the impairment
of long-lived assets pursuant to SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which requires that long-lived assets and
certain identifiable intangibles held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying value of an asset may not be recoverable.  An impairment loss is
recognized when the asset's carrying value exceeds the estimated undiscounted
future cash flows from the asset, excluding interest.  Measurement of the
impairment loss is then based on the estimated fair value of the asset. 
Considerable judgment is required to project such future cash flows and, if
required, to estimate the fair value of the impaired long-lived
assets. Pursuant to the adoption of Fresh Start
in October 2002, the Company wrote down the value of its property and equipment
by $392 million, or 63%, and the balance of the accumulated depreciation by $126
million.  The total Fresh Start value of the long-lived assets was
generally allocated on a pro rata basis to the individual asset categories based
on asset appraisals obtained in November 2001 and March 2002.  The adjusted
property and equipment values are being depreciated over the remaining useful
lives of the assets. LIQUIDITY AND CAPITAL
RESOURCES Funding Requirements At June 30, 2003, the Company had cash,
cash equivalents and restricted cash totaling $75.4 million, which is comprised
of the following: (i) cash and cash equivalents of $24.9 million; (ii)
restricted cash - current of $18.3 million, which represents the amount the
Company expects will be available for current operations in the next twelve
months; and (iii) restricted cash - non-current of $32.2 million. The Company expects to pay approximately
$5.4 million in the next twelve months to certain holders of pre-petition
claims, professional services providers, and other parties for matters relating
to the Company's bankruptcy proceedings. The Company anticipates that it will need
additional financing in 2005 and 2006 in order to refinance the Secured Notes
and the Senior Subordinated Term Loan, respectively.  Additionally, as
discussed in more detail under Assessment of Risks and Uncertainties, any
default by the Company under the Secured Notes and the Senior Subordinated Term
Loan could accelerate the Company's refinancing requirements.  Such
refinancing, however, is contingent upon market conditions and the Company's
results of operations, and is therefore not assured. Capital Commitments Contractual Cash
Commitments The Company leases certain portions of
its network from Southern California Edison Company ("SCE").  In the first
six months of 2003 the Company and SCE completed two transactions that changed
the recorded amounts of assets under capitalized lease agreements and the
related capital lease liability.   In January 2003, the Company
returned certain leased dark fiber to SCE, which resulted in corresponding $3.2
million reductions of property and equipment and capital lease
obligations.  Further, in May 2003, the Company and SCE agreed to return
additional assets and to replace the previous contract, as amended, with new
agreements.  In connection with the May 2003 termination of the previous
contract and execution of new licenses and leases, the Company recorded
corresponding $11.4 million reductions of property and equipment and capital
lease obligations. Primarily as a result of the transactions
described above, capital lease commitments, which were presented in the
contractual cash commitments table in the Form 10-K for the year ended December
31, 2002, were modified.  The total of such future capital lease
commitments has declined from $96.6 million as of December 31, 2002, to $80.7
million at June 30, 2003, primarily due to the replacement of the SCE capital
lease.  As of June 30, 2003, future minimum principal payments associated
with capital lease obligations are $0.1 million for the remainder of 2003, $0.7
million in 2004-2005, $1.4 million in 2006-2007 and $78.5 million
thereafter. Capital
Expenditures Capital expenditures, exclusive of
amounts required to sustain network functionality, will be driven primarily by
customer demand for the Company's services.  If customer demand for new
services does not meet management's expectations, capital expenditures will be
proportionally reduced. Assessment of Risks and
Uncertainties The Company is subject to a number of
significant risks. The telecommunications industry contains many inherent risks,
and the Company faces risks specific to its own operations.  These risks
include, but are not limited to the following: Customer concentration and the
Company's ability to retain its major customers on profitable
terms A significant amount of the Company's
revenue is derived from long-term contracts with certain large customers. 
In the second quarter of 2003, four customers individually represented more than
5% of ICG's total revenue: Qwest Communications Corporation (together with its
affiliated entities, "Qwest"), various subsidiaries of WorldCom, Inc.,
altogether, "WorldCom"), and two large national ISPs.  Revenue from Qwest
accounted for approximately 30% and 29% of the Company's total revenue in the
three and six months ended June 30, 2003, respectively.  Revenue from
WorldCom, Inc. accounted for approximately 10% and 11% of the Company's total
revenue in the three and six months ended June 30, 2003, respectively.  
Revenue from the top four customers accounted for approximately 54% and 55% of
the Company's total revenue in the three and six months ended June 30, 2003,
respectively. In general, upon the contractual
expiration of the Company's agreements with its customers, there can be no
assurance that customers will elect to continue such agreements; in fact, they
may elect to disconnect services.  In addition, certain material customer
agreements do not require the customer to maintain minimum commitments at their
current levels.  There can be no assurance that such customers will
continue to purchase the same amount of services from ICG. During 2002, a number of the Company's
customers filed for bankruptcy protection.  Under the Bankruptcy Code,
customers who file for bankruptcy protection may choose to affirm or reject
their pre-petition contracts with the Company.  If they choose to reject
those contracts, ICG's recourse is to pursue an unsecured claim in the
customer's bankruptcy proceeding for damages associated with rejection of the
contract.  The ultimate amount and nature of recovery on such claims is
highly uncertain and specific to each proceeding. WorldCom filed for bankruptcy protection
on July 21, 2002.  Since WorldCom's bankruptcy filing, ICG has continued to
provide service to WorldCom.  ICG and MCI WorldCom Network Services, Inc.,
have reached agreement with regard to the renegotiation and assumption of MCI
WorldCom Network Services, Inc.'s pre-petition contract.  In May 2003,
WorldCom's bankruptcy court approved the settlement and assumption
agreement.  Under the terms of the settlement agreement, WorldCom's minimum
commitment to ICG decreased by approximately $1.2 million per month in April
2003 through March 2004, and increased by approximately $0.8 million per month
in April 2004 through September 2004.  In addition, in May 2003, under the
terms of the settlement agreement, MCI WorldCom Network Services, Inc. paid ICG,
and ICG recorded as revenue, approximately $1.5 million relating to amounts
earned for services provided by ICG in July 2002.  This amount had not been
previously recognized by ICG due to collection concerns.  As of June 30,
2003, the Company had $1.1 million in net trade receivables due from
WorldCom. As of June 30, 2003, customers who have
filed for bankruptcy protection, including WorldCom, represented approximately
9% of the Company's monthly revenue.  Given the depressed state of the
national economy and the telecommunications sector in particular, there can be
no assurance that the Company will not lose significant recurring revenue due to
customer bankruptcies. Certain customers, some of which are
significant to the Company, have approached ICG about possibly settling or
restructuring future rates and/or levels of service provided under their service
contracts.  If the Company agrees to settle or restructure the future
provisions of any significant customer contract, ICG's results of operations and
financial condition could be materially adversely affected. At this time, the
Company cannot predict the possible outcome of such negotiations. While management continues to evaluate
and plan for the expiration of certain contracts with large customers and the
replacement of monthly recurring revenue from customers currently involved in
bankruptcy proceedings, the loss of any one or more of these customers, some of
whom are significant to the Company, could have a material adverse effect on the
Company's operating results. The Company's ability to collect
reciprocal compensation Reciprocal compensation rates are
negotiated elements of inter-carrier compensation established pursuant to
interconnection agreements between the parties.  The Company has executed
interconnection agreements with all regional bell operating companies ("RBOC"s)
and most other ILECs and, while the initial terms of some of those agreements
have expired or are soon expiring, the Company is in the process of
renegotiating and extending the terms of the interconnection
agreements. In most states in which the Company
provides services, regulatory agencies have established lower traffic
termination rates than the negotiated rates provided for in the Company's
interconnection agreements.  As a result, future reciprocal compensation
rates will likely be lower than the rates under the expiring interconnection
agreements. Reciprocal compensation revenue is
discussed in more detail under "Results of Operations." The Company's ability to
successfully maintain commercial relationships with its critical
suppliers The Company relies in part on other
telecommunications service providers to provide data communications capacity via
leased telecommunications lines. If its suppliers are unable or unwilling to
provide or expand their current levels of service to the Company in the future,
or are unable to provide these services in a timely manner, ICG's operations
could be materially affected. Although leased telecommunications lines are
available from several alternative suppliers, there can be no assurance that ICG
could obtain substitute services from other providers at reasonable prices or in
a timely fashion. ICG is also subject to risks relating to potential disruptions
in its suppliers' services, and there is no assurance that such interruptions
will not occur. Service interruptions could produce substantial customer
dissatisfaction and possibly cause the Company to fail to meet its minimum
network performance commitments, which could adversely affect the Company's
results of operations and financial condition. The Company's ability to manage
expansion of its service offerings and its network and
infrastructure The Company plans to introduce new
communications services, expand service in its existing markets, and possibly
expand service offerings into new markets.  Such projects entail various
operational and financial risks, including the following: Obtaining any required governmental
  permits and rights-of-way;Implementing interconnection
  agreements with ILECs and addressing other regulatory matters;Designing, acquiring and installing
  transmission, switching and data facilities;Attracting new customers and selling
  new services to existing customers;Training and managing the Company's
  employee base; andAccurately predicting and managing the
  cost and timing of associated capital expenditure programs. In the event the Company is unable to
successfully manage and implement such projects, the Company's business, results
of operations and financial condition could be adversely affected in a material
manner. The Secured Notes and Senior
Subordinated Term Loan contain certain covenants that restrict the Company's
financial and operational flexibility Under the terms of the Secured Notes and
Senior Subordinated Term Loan, the Company is required to adhere to a number of
affirmative, negative and financial covenants, including among other things,
covenants which require it to (i) maintain a minimum cash balance ("Minimum Cash
Balance"); (ii) maintain a minimum level of EBITDA performance ("Minimum
EBITDA"); and (iii) limit capital expenditures ("Maximum Capital
Expenditures"). Specifically, the financial covenants in
the Secured Notes and the Senior Subordinated Term Loan require the Company to
maintain the following Minimum EBITDA amounts as of the end of each fiscal
quarter as set forth below (in thousands of dollars): Minimum EBITDA (1)
      (2)Fiscal Quarter
      Ending:
    
    Secured
      Notes
    
    Senior
      SubordinatedTerm LoanMarch 31, 2003
    
    63,854
    
    63,854June 30, 2003
    
    67,251
    
    67,251September 30, 2003
    
    70,649
    
    70,649December 31, 2003
    
    74,046
    
    74,046March 31, 2004
    
    79,586
    
    79,586June 30, 2004
    
    85,248
    
    85,248September 30, 2004
    
    91,269
    
    91,269December 31, 2004
    
    97,111
    
    97,111March 31, 2005
    
    109,708
    
    109,708June 30, 2005
    
    120,660
    
    120,660September 30, 2005
    
    N/A
    
    131,612December 31, 2005
    
    N/A
    
    142,564March 31, 2006
    
    N/A
    
    142,564June 30, 2006
    
    N/A
    
    142,564
 (1)           EBITDA is
defined in the Secured Notes and Senior Subordinated Term Loan as consolidated
net income (or net loss) plus income and franchise tax expenses, interest
expense, amortization expense, depreciation expense, other non-cash charges, and
any non-recurring extraordinary losses less interest income and any
non-recurring extraordinary gains. (2)           Minimum
EBITDA amount is calculated as the total consolidated EBITDA of the Company for
each of the preceding four fiscal quarterly periods (i.e. a trailing
four-quarter calculation). The Minimum Cash Balance financial
covenant in the Secured Notes required the Company to maintain cash balances on
deposit in collateral accounts equal to 75% of the outstanding Secured Notes
balance until July 25, 2003, and an amount equal to 50% of the outstanding
balance of the Secured Notes throughout the remainder of the term of the Secured
Notes.  On July 25, 2003, the Company and the lenders of the Secured Notes
executed a letter agreement, in which the Company agreed to keep the collateral
account balances at 75% of the outstanding Secured Notes balance until September
30, 2003. The financial covenants in the Secured
Notes and the Senior Subordinated Term Loan relating to capital expenditures
limit the Company's capital expenditures as set forth below (in thousands of
dollars): Maximum
      CapitalExpenditures (3)Fiscal Quarter
      Ending:
    
    Secured
      Notes
    
    Senior
      SubordinatedTerm LoanMarch 31, 2003
    
    81,052
    
    81,052June 30, 2003
    
    85,477
    
    85,477September 30, 2003
    
    72,948
    
    72,948December 31, 2003
    
    78,777
    
    78,777March 31, 2004
    
    82,755
    
    82,755June 30, 2004
    
    86,729
    
    86,729September 30, 2004
    
    90,704
    
    90,704December 31, 2004
    
    86,678
    
    86,678March 31, 2005
    
    93,123
    
    93,123June 30, 2005
    
    99,564
    
    99,564September 30, 2005
    
    N/A
    
    106,008December 31, 2005
    
    N/A
    
    112,455March 31, 2006
    
    N/A
    
    112,455June 30, 2006
    
    N/A
    
    112,455
 (3)           Maximum
Capital Expenditures are calculated as the total consolidated capital
expenditures, as defined in the agreements, of the Company for each of the
preceding four fiscal quarterly periods (i.e. a trailing four-quarter
calculation). In addition, the Secured Notes and the
Senior Subordinated Term Loan contain other restrictive provisions or covenants
that limit, and in some circumstances prohibit, the Company's ability
to: Incur additional debt;Engage in mergers and
  acquisitions;Pay dividends, make investments or
  other restricted payments;Create liens;Sell assets; andRaise additional capital. These provisions and covenants limit the
Company's future financial and operating flexibility. In addition, if the
Company is unable to maintain compliance with the covenants in the Secured Notes
and the Senior Subordinated Term Loan, the lenders may accelerate repayment of
amounts owed under these credit agreements.  Furthermore, the Secured Notes
and the Senior Subordinated Term Loan contain cross-default provisions under
which the Company is deemed to be in default under such credit agreements if it
is in default under any of the Company's other material outstanding
obligations. The financial covenants in the Secured
Notes and the Senior Subordinated Term Loan were established by the Company and
secured lenders based on the good faith assumptions and projections of
management regarding estimates of future revenues and operating results, as well
as estimates of the ultimate resolution of contingencies.  The projections
of future operating results included growth in revenue and EBITDA through
2005.  The financial projections are inherently uncertain and actual
results have proven to be different from the Company's projections. More specifically, the Company anticipated that the
telecommunications industry would experience an economic rebound, albeit modest,
during 2003. During the first half of 2003, this rebound did not materialize.
Conversely, the Company has continued to experience the effects of the current
economic slowdown in the general economy and in the telecommunications industry,
as evidenced by customer disconnections, pricing pressures and customer
insolvencies. As a result, the Company's actual results have lagged behind
projections. Notwithstanding the foregoing, the
Company remains in compliance with its covenants as of the end of the second
quarter of 2003.  Based upon current internal financial forecasts, however,
the Company anticipates that it may not be in compliance with the Minimum EBITDA
covenant in the Secured Notes and the Senior Subordinated Term Loan for the
quarter ending September 30, 2003, and potentially for subsequent fiscal
quarters.  As a result, the Company recently began discussions with its
administrative agent and Cerberus regarding a waiver or amendment of the
existing financial covenants.  While the outcome of these discussions is
uncertain, management believes it will be successful in negotiating the required
waivers or modifications. In the event of non-compliance, absent
the Company's ability to obtain a modification or waiver of non-compliance from
the secured lenders, or secure additional capital or alternative financing, the
secured lenders could declare a default requiring the Company to accelerate
repayment. Changes in, or the Company's
inability to comply with, existing government regulations Communication services are subject to
significant regulation at the federal, state and local levels.  Assumptions
inherent in ICG's business plan are consistent with both existing, as well as
recently enacted regulatory changes.  Adverse changes to the regulatory
environment, such as the following, could negatively impact the
Company: Delays in receiving required
  regulatory approvals or the imposition of onerous conditions for these
  approvals;Difficulties in completing and
  obtaining regulatory approval of interconnection agreements, which provide for
  the interconnection of ICG's networks with existing local telephone companies'
  networks;Enactment of new, adverse legislation
  or regulatory requirements or changes in the interpretation of existing laws
  or regulations; andEnactment of new, adverse legislation
  that increases the Company's tax burden or the tax burden of the Company's
  customers. Many regulatory proceedings regarding
issues that are important to the Company's business are currently underway or
are being contemplated by federal and state authorities. Changes in regulations
or future regulations adopted by federal, state or local regulators, or other
legislative or judicial initiatives relating to the telecommunications industry
could cause ICG's pricing and business models to fluctuate or otherwise have a
material adverse effect on the Company. The performance of the Company's
network Many of the Company's material service
contracts require the Company to meet certain minimum performance
standards.  In the event the Company fails to meet these minimum
performance levels, the Company may be required to issue credits and the
customers may, in certain circumstances, have the ability to terminate their
contracts and pursue other civil remedies.  Although the Company's network
has been designed in such a manner so as to mitigate the impact of network
outages, there can be no guarantee that such a network failure will not
occur.  In the event of a network outage, the Company could fail to meet
these performance standards and its revenue could be impacted
accordingly. Additionally, while the Company has
installed what it believes are adequate protections to guard against
unauthorized use of its network by third parties, these safeguards are not
infallible and it is possible that the integrity of the network could be
compromised to the detriment of the Company and its customers. The rapid change of technology
within the telecommunications industry ICG believes its telecommunications
infrastructure enables the Company to provide superior service and reliability
to its customers.  Nevertheless, the Company continuously evaluates
emerging technologies in light of its planned service offerings and the demands
of its customer base in order to maintain the Company's competitive positioning
within the industry (i.e. functionality, operating cost structure,
etc.). Integrating new technologies into the
Company's network, if necessary, may prove to be difficult and expensive and
technological upgrades to the Company's network may not become available in a
timely fashion at a reasonable cost, or at all.  Furthermore, the
development and introduction of new technologies by competitors may reduce the
cost of services similar to those the Company provides and/or could give rise to
new competition not currently anticipated.  If the Company's network
infrastructure becomes obsolete and the Company is unable to maintain its
competitive positioning, ICG's business, results of operations and financial
condition will be adversely affected in a material manner. Moreover, the Company relies on critical
vendors to support the existing technology deployed in the Company's
network.  While the Company's vendors are committed to supporting such
critical Company infrastructure for the near term, such support will not
necessarily be available indefinitely.  In such circumstances, the Company
would either need to develop alternative methods of support or replace existing
technology, neither of which may be feasible. The Company's ability to access
capital markets in a timely manner, at reasonable costs and on satisfactory
terms and conditions The terms and conditions of the Secured
Notes and the Senior Subordinated Term Loan require repayments in 2005 and 2006,
respectively.  Management does not anticipate that internally generated
funds will be sufficient to satisfy these debt payments. Accordingly, depending
upon actual operating results, ICG will likely need to raise additional funds to
refinance the Secured Notes and the Senior Subordinated Term Loan in 2005 and
2006, respectively.   Additionally, as noted above, any default by the
Company under the Secured Notes and the Senior Subordinated Term Loan could
accelerate the Company's refinancing requirements. Further, the Company may need to raise
additional funds to take advantage of unanticipated opportunities, including
expansion or acquisitions of complementary businesses or technologies, develop
new products or services, or respond to unanticipated competitive
pressures. If ICG does not have sufficient funding
for its growth or contractual cash commitments, it may be required to delay or
abandon certain development plans or seek additional capital earlier than
anticipated. The Company cannot provide any assurance that additional financing
arrangements will be available to it on acceptable terms, or at all. Moreover,
ICG's outstanding indebtedness may adversely affect its ability to engage in
additional financings. If adequate funds are not available, ICG's business,
results of operations and financial condition could be adversely affected in a
material manner. The Reorganized Company
is largely controlled by two parties Currently, Huff and Cerberus control
approximately 22% and 16%, respectively, of the voting securities of the
Reorganized Company.  Further, Cerberus owns substantially all of the
Senior Subordinated Term Loan.  Pursuant to the Modified Plan and the
Company's Restated By-laws, the Company's Board of Directors is comprised of
five directors, with Huff and Cerberus each having the right to appoint two
directors.  Further, a super-majority vote of the existing Board of
Directors is required to appoint an additional director. Additionally, the non-Huff and
non-Cerberus shareholders currently do not have the authority to amend the
Restated By-laws as they relate to the control of the Board of Directors by Huff
and Cerberus.  The non-Huff and non-Cerberus shareholders will have the
authority to replace one of the Huff nominees only when Huff beneficially owns
less than 5% of the common stock of the Reorganized Company (before management
options).  The second Huff nominee can be replaced if Huff holds less than
1% (before management options) of the common stock of the Reorganized
Company.  Similarly, the non-Huff and non-Cerberus shareholders will have
the authority to replace one of the Cerberus nominees only when Cerberus
beneficially owns less than 5% of the common stock of the Reorganized Company
(before management options) and Cerberus no longer owns any portion of the
Senior Subordinated Term Loan.  The second Cerberus nominee can be replaced
if Cerberus no longer owns any of the Senior Subordinated Term Loan and holds
less than 1% (before management options) of the common stock of the Reorganized
Company. As a result of the foregoing, it is
likely that, for the foreseeable future, Huff and Cerberus will have the
collective ability to control all matters requiring Board action, including
potential financing transactions, mergers and acquisitions, sales or other
dispositions of assets, the nomination of directors and the overall management
and policies of the Company.  It is also possible, however, that in certain
circumstances the interests of Huff and Cerberus may not coincide, particularly
given Cerberus' role as a secured lender.  Moreover, as certain of the
directors are in some cases also employees or agents of Huff or Cerberus, they
may not be considered independent by some standards. Potential for business
combinations, acquisitions and/or divestitures The Company continuously evaluates the
feasibility and possible strategic benefits of potential business combinations
and other transactions that would extend its geographic markets, increase
customer density within existing markets, expand its services, or enlarge the
capacity of the Company's networks.   Notwithstanding the required
consent from its secured lenders under the Senior Notes and the Senior
Subordinated Term Loan in order to consummate such a transaction, any material
transaction that the Company would undertake could result in an increase in the
Company's indebtedness or the issuance of additional common stock or both, or a
change of control. There can be no assurance that the Company will enter into
any such transaction or, if it does, on what terms. The Company also evaluates opportunities
to divest certain operations from time to time.  Such divestitures may
generate cash and allow the Company to focus its resources on opportunities that
are more profitable or better aligned with the Company's strategic
objectives.  Under the terms of the Secured Notes and the Senior
Subordinated Term Loan, the cash proceeds of any divestiture would likely be
required to be used to pay down existing debt balances. General economic conditions and
the related impact on demand for the Company's services The national economy, and the
telecommunications industry in particular, have been significantly affected by
the current economic slowdown. Many of the Company's customers have experienced
substantial financial difficulty over the last year, in some cases leading to
bankruptcies and liquidations. The financial difficulties of the Company's
customers could have a material impact if the Company is unable to collect
revenue from these customers. In addition, customers experiencing financial
difficulty are less likely to order additional services, and the Company's
business plan is predicated upon increasing both the number of customers and the
services current customers order. The telecommunications industry is
extremely competitive, particularly with regard to pricing for services and
service levels.  Many of the Company's existing and potential competitors
have significantly greater resources than ICG.  Competitors may also have
more established brand names and larger customer bases to better promote their
services. Further, the immense capital investments
made in the telecommunications industry have created an oversupply of network
infrastructure.  Combined with this oversupply, rapid technological
advancements and intense competition have resulted in significant pricing
pressure in each of the Company's main service areas.  While the Company
believes that overall its pricing is competitive, it cannot predict what impact
such oversupply of network infrastructure will have on future operating
results.  There can be no assurance that sufficient demand will exist for
the Company's services, that prices will not continue to decline, or that the
Company can successfully compete in its selected markets. Moreover, the financial difficulties
experienced by the telecommunications industry diminish the Company's ability to
obtain additional capital and may adversely affect the willingness of potential
customers to move their telecommunications services to an emerging provider such
as ICG. Historical Cash
Activities Due to the adoption of Fresh Start
reporting in October 2002, the Reorganized Company's post-Fresh Start statement
of cash flows has not been prepared on a consistent basis with, and is therefore
generally not comparable to, that of the Predecessor Company prior to the
application of Fresh Start.  In accordance with SOP 90-7, the Reorganized
Company's statement of cash flows has been presented separately from that of the
Predecessor Company. Cash and cash equivalents decreased $45.1
million and $25.8 million in the six months ended June 30, 2002 and 2003,
respectively. Net Cash Provided (Used) By
Operating Activities The Reorganized Company's operating
activities provided $2.8 million of cash in the six months ended June 30,
2003.  Operating activities before reorganization items provided $14.2
million of cash, which consisted of net non-cash charges of $23.4 million,
offset by net loss of $0.2 million and net cash used by working capital of $9.0
million.  Net cash used by working capital consisted of an increase in
receivables and prepaid expenses of $2.6 million and decreases in accounts
payable and accrued liabilities of $3.4 million and deferred revenue of $3.0
million.  Reorganization items, consisting of the change in post-petition
restructuring accruals, used $11.4 million of cash. The Predecessor Company's operating
activities used $15.9 million of cash in the six months ended June 30,
2002.  Operating activities before reorganization items provided $4.4
million of cash, which consisted of a net loss before reorganization items of
$20.6 million and net cash used by working capital of $26.1 million, offset by
net non-cash charges of $51.1 million. Reorganization items used $20.3 million
of cash, which consisted primarily of net reorganization expense of $28.7
million and net gain on negotiated settlements and disposal of long-lived assets
of $7.1 million, offset by the increase in liabilities subject to compromise of
$12.8 million and an increase in post-petition restructuring accruals of $2.7
million. Net Cash Used By Investing
Activities The Reorganized Company's investing
activities used $22.4 million of cash in the six months ended June 30, 2003,
which was comprised primarily of capital expenditures for network infrastructure
upgrades, enhancements to back office systems and labor costs associated with
the installation of new services. The Predecessor Company's investing
activities used $21.2 million of cash in the six months ended June 30, 2002.
  Net cash used by investing activities was comprised primarily of capital
expenditures of $24.2 million, proceeds of $3.2 million from the disposition of
property, equipment and other assets, and fluctuations in restricted cash and
long-term deposit balances. Net Cash Used By Financing
Activities The Reorganized Company's financing
activities used $6.2 million of cash in the six months ended June 30, 2003,
which included principal payments on long-term debt and capital lease
obligations. The Predecessor Company's financing
activities used $8.0 million of cash in the six months ended June 30, 2002,
which was comprised primarily of principal payments on capital lease
obligations. Supplemental Disclosure
of Non-cash Investing and Financing Activities The Company's property and
equipment and asset retirement obligations each increased by $2.5 million in the
six months ended June 30, 2003, as a result of the Company's adoption of the
provisions of SFAS 143 on January 1, 2003.  In addition, in the first six
months of 2003, the Company renegotiated the contractual terms of certain
capital lease obligations, as discussed further under Contractual Cash
Commitments herein, which resulted in a $14.6 million decrease in property
and equipment and a corresponding decrease in capital lease
obligations. RESULTS OF OPERATIONS Due to the adoption of Fresh Start
reporting in October 2002, the Reorganized Company's post-Fresh Start statement
of operations has not been prepared on a consistent basis with, and is therefore
generally not comparable to, that of the Predecessor Company prior to the
application of Fresh Start.  In accordance with SOP 90-7, the Reorganized
Company's statement of operations has been presented separately from that of the
Predecessor Company.  However, the Reorganized Company's revenue (except as
noted below), operating costs, and selling, general and administrative expenses
were not affected by the adoption of Fresh Start reporting, and are therefore
comparable to those of the Predecessor Company.  Statement of
      Operations Data (unaudited)Predecessor
      Company
    
    Reorganized
      Company
    
    Predecessor
      Company
    
    Reorganized
      CompanyThree months ended
      June 30,
    
    Six months ended
      June 30,2002
    
    2003
    
    2002
    
    2003$
    
    %
    
    $
    
    %
    
    $
    
    %
    
    $
    
    %($ values in
      thousands)Revenue
(1)
    102,780
    
    
    100
    
    
    97,585
    
    
    100
    
    
    214,951
    
    
    100
    
    
    197,812
    
    
    100Operating costs
    60,912
    
    
    59
    
    
    60,788
    
    
    62
    
    
    128,290
    
    
    60
    
    
    122,526
    
    
    62Selling, general and
      administrative
    23,960
    
    
    23
    
    
    24,458
    
    
    25
    
    
    51,562
    
    
    24
    
    
    44,765
    
    
    23Depreciation and amortization
      (2)
    25,311
    
    
    25
    
    
    10,279
    
    
    11
    
    
    44,937
    
    
    21
    
    
    20,150
    
    
    10Other income, net
    535
    
    
    -
    
    
    4
    
    
    -
    
    
    529
    
    
    -
    
    
    17
    
    
    -Operating income
    (loss)
    (7,938
    )
    
    (7
    )
    
    2,056
    
    
    2
    
    
    (10,367)
    
    
    (5
    )
    
    10,354
    
    
    5
  Statistical
      DataPredecessor
      Company
    
    Reorganized
      CompanyJune
      30,2002
    Sept.
      30,2002
    
    Dec.
      31,2002
    March
      31,2003
    June
      30,2003Full time employees
    1,138
    1,147
    
    1,146
    1,150
    890Access lines in service, in
      thousands (3)
    834
    870
    
    903
    937
    862Buildings connected:On-net
    912
    909
    
    909
    908
    904Hybrid (4)
    4,748
    4,413
    
    4,262
    4,121
    4,266Total buildings
    connected
    5,660
    5,322
    
    5,171
    5,029
    5,170Operational switches:Circuit
    46
    46
    
    47
    46
    46ATM
    26
    26
    
    24
    23
    23Total operational
      switches
    72
    72
    
    71
    69
    69Operational regional fiber route
      miles (5)
    5,542
    5,704
    
    5,726
    5,731
    5,660Operational regional fiber strand
      miles (6)
    165,927
    166,228
    
    172,574
    180,494
    182,305Collocations with ILECs
      (7)
    158
    158
    
    162
    145
    145
 (1)           Revenue
for the Reorganized Company is comparable to the revenue for the Predecessor
Company, except with respect to revenue recognition of certain deferred
revenue.  Due to the write down of the deferred revenue balance in
connection with the application of Fresh Start reporting, revenue was reduced by
approximately $1 million per quarter. (2)          
Depreciation and amortization amounts of the Reorganized Company periods are not
comparable to those of the Predecessor Company periods primarily due to the
adoption of Fresh Start in October 2002.  Pursuant to the adoption of Fresh
Start, the Company wrote down the value of its property and equipment by $392
million, or 63%, and the balance of the accumulated depreciation by $126
million.  The new property and equipment values are being depreciated over
the remaining useful lives of the assets. (3)           Access
lines in service include only provisioned lines generating revenue. (4)           Hybrid
buildings connected represent buildings connected to the Company's network via
another carrier's facilities. (5)           Regional
fiber route miles refers to the number of miles of fiber optic cable, including
leased fiber.  As of June 30, 2003, the Company had 5,660 regional fiber
route miles, 3,653 of which were leased. (6)           Regional
fiber strand miles refers to the number of regional fiber route miles, including
leased fiber, along a telecommunications path multiplied by the number of fiber
strands along that path.  As of June 30, 2003, the Company had 182,305
regional fiber strand miles, 43,739 of which were leased. (7)           The
Company consolidated certain collocations during the first six months of 2003 to
reduce operating costs.  Overview The general economic downturn and the
severe downturn in the telecommunications industry have resulted in an
oversupply of network infrastructure.  In addition, the slowing economy has
resulted in many of the Company's customers ceasing operations, filing for
bankruptcy protection, or looking for opportunities to cut costs.  The
effects on the Company include higher levels of customer disconnections and
increased pricing pressure on new and existing customer contracts.  In
addition, customers are taking longer to make buying decisions, thus lengthening
the sales cycle.  These trends have been partially offset by increased
Dial-up revenue earned from the Company's ISP customers. THREE MONTHS ENDED JUNE 30, 2003
COMPARED TO THREE MONTHS ENDED JUNE 30, 2002 Revenue PredecessorCompany
    
    ReorganizedCompanyThree Months Ended
      June 30,2002
    
    2003$
    
    %
    
    $
    
    %($ values in
      thousands)Dial-Up
    
    45,056
    
    44
    50,316
    
    52Point-to-Point
    Broadband
    
    27,009
    
    26
    
    23,385
    
    24Corporate Services
    
    17,445
    
    17
    
    13,662
    
    14Reciprocal
    Compensation
    
    13,270
    
    13
    
    10,222
    
    10Total Revenue
    
    102,780
    
    100
    
    97,585
    
    100
 Total revenue decreased $5.2 million, or
5%, for the three months ended June 30, 2003, as compared to the three months
ended June 30, 2002.  The decrease was due primarily to decreases of $3.8
million, $3.6 million and $3.0 million in Corporate Services, Point-to-Point
Broadband and Reciprocal Compensation revenue, respectively.  These
decreases were offset by a $5.2 million increase in Dial-Up
revenue. Dial-Up Dial-Up revenue is earned by providing
PRI ports (one- and two- way) and managed modem (RAS) services to ISPs and other
communication service companies.  Dial-Up revenue is comprised of (i)
monthly recurring revenue, which includes fixed monthly service revenue and
service revenue directly attributable to usage and (ii) non-recurring revenue,
which includes installation revenue, billing adjustments and credits, and other
non-recurring items. Dial-Up revenue increased 12% from $45.1
million in the second quarter of 2002 to $50.3 million in the second quarter of
2003, due primarily to a 12% increase in monthly recurring revenue.  The
increase in monthly recurring revenue was due to a 10% increase in the average
billed line count and a 1% increase in the average monthly revenue per
line.  Dial-Up revenue's contribution to total revenue rose from 44% in the
second quarter of 2002 to 52% in the second quarter of 2003.  These
increases are primarily due to the acquisition of a new customer, a major
national ISP, in late 2002. Point-to-Point
Broadband Point-to-Point Broadband revenue is
generated from service provided to IXCs and end-user business customers. 
This service provides dedicated bandwidth and offers DS1 to OC-192 capacity to
connect: (i) long-haul carriers to local markets, large companies and other
long-haul carrier facilities; and (ii) large companies to their long distance
carrier facilities and other facilities. Point-to-Point Broadband revenue
decreased 13% from $27.0 million in the second quarter of 2002 to $23.4 million
in the second quarter of 2003.  The decrease in Point-to-Point Broadband
revenue was comprised of decreases in special access, switched access and SS7
revenues of 13%, 9% and 37%, respectively.  Special access, switched access
and SS7 revenue represented 92%, 5% and 3%, respectively of total Point-to-Point
Broadband revenue in the second quarter of 2003.  Special access revenue
decreased primarily due to churn related to IXC customers reducing network
capacity and a loss of end-users as a result of the economic downturn. 
Switched access and SS7 revenues decreased primarily due to the loss of
customers.  Point-to-Point Broadband revenue's contribution to total
revenue declined from 26% in the second quarter of 2002 to 24% in the second
quarter of 2003. Corporate
Services Corporate Services revenue includes: (i)
local enhanced telephony ("Voice"); (ii) dedicated internet access ("DIA")
provided to businesses over ICG's major metropolitan fiber optic networks or
lines leased from the ILECs; and (iii) other business services.  Other
business services include carrier access billing service ("CABS"), which is
generated from the origination & termination of switched access
traffic. Corporate Services revenue decreased 22%
from $17.4 million in the second quarter of 2002 to $13.7 million in the second
quarter of 2003, due primarily to a $2.2 million, or 20%, decrease in monthly
recurring revenue.  The decrease in monthly recurring revenue was due to an
11% decrease in the average billed line count, which was primarily due to
customer churn, and an 11% decrease in the average monthly revenue per
line.  In addition, CABS revenue decreased $2.3 million, or 45%, due to
rate reductions and reduced call volume.  Corporate Services revenue's
contribution to total revenue declined from 17% in the second quarter of 2002 to
14% in the second quarter of 2003. Reciprocal
compensation Reciprocal compensation revenue is
primarily earned pursuant to interconnection agreements with ILECs for the
transport and termination of calls originated by ILEC customers, including
Internet bound calls. Reciprocal compensation revenue decreased
23% from $13.3 million in the second quarter of 2002 to $10.2 million in the
second quarter of 2003.  Reciprocal compensation's contribution to total
revenue decreased from 13% in the second quarter of 2002 to 10% in the second
quarter of 2003.  Reciprocal compensation revenue includes $2.8 million
from customer settlements in the three months ended June 30, 2003. 
Excluding revenue from customer settlements, reciprocal compensation revenue
would have decreased 44%, primarily due to contractual and regulated rate
reductions. The Company anticipates that reciprocal compensation revenue will
continue to decline in the future based on future negotiated and regulated rate
reductions and the expiration of agreements currently in effect between ICG and
the major ILECs. Operating
costs Total operating costs remained steady at
$60.8 million in the second quarter of 2003, compared to $60.9 million in the
second quarter of 2002.  As a percentage of revenue, operating costs
increased from 59% in the second quarter of 2002 to 62% in the second quarter of
2003.  Operating costs consist primarily of payments to ILECs, other CLECs,
and long distance carriers for the use of network facilities to support local,
special, switched access services, and long distance services as well as
internal network operating costs, right of way fees and other operating
costs.  Internal network operating costs include the cost of engineering
and operations personnel dedicated to the operations and maintenance of the
network. Operating costs reflect a decrease in
personnel expenses, which were offset by higher external line costs incurred as
a result of the Company's network footprint expansion.  The Company
initiated the expansion of its network to new markets in 2003 in order to serve
its customers, particularly a new major ISP customer acquired in late
2002.  Personnel expenses decreased due to a 17% reduction in average
headcount in the second quarter of 2003, as compared to the second quarter of
2002, which occurred as a result of a reduction in force initiated by the
Company in May 2003 and substantially completed by June 2003.  In addition,
second quarter 2002 personnel expenses included a Company-wide employee bonus
accrual.  No such accrual was made in the second quarter of
2003. Selling, general and
administrative expenses ("SG&A") SG&A expenses increased 2% from $24.0
million in the second quarter of 2002 to $24.5 million in the second quarter of
2003.  SG&A expenses represented 23% and 25% of revenue in the second
quarter of 2002 and 2003, respectively.  The Company initiated a reduction
in force in May 2003 and substantially completed it by June 2003.  The
reduction in force resulted in a 17% reduction in average headcount in the
second quarter of 2003, as compared to the second quarter of 2002. SG&A expenses increased primarily due
to $3.8 million of non-recurring severance costs associated with the reduction
in force completed in the second quarter of 2003.  This increase was offset
by decreases in other personnel expenses as a result of the lower average
headcount. In addition, second quarter 2002 SG&A
expenses included a Company-wide employee bonus accrual.  No such accrual
was made in the second quarter of 2003.  Also, the provision for doubtful
accounts in the second quarter of 2003 was $0.4 million, as compared to $1.3
million in the second quarter of 2002. Depreciation and
amortization The Reorganized Company's depreciation
and amortization expense was $10.3 million in the second quarter of 2003. 
The average remaining useful life of property and equipment in service is
approximately 6 years. The Predecessor Company's depreciation
and amortization expense was $25.3 million in the second quarter of 2002. 
Pursuant to the adoption of Fresh Start in October 2002, the Company wrote down
the book value of its property and equipment by $392 million, or 63%, and the
$126 million balance of the accumulated depreciation to zero.  The total
Fresh Start value of the long-lived assets was allocated pro rata to the
individual asset categories based on recent asset appraisals.  The adjusted
property and equipment values are being depreciated over the remaining useful
lives of the assets. Other operating income,
net Other operating income, net, includes the
net gain on disposals of long-lived assets in the second quarter of 2002 and
2003, as well as $0.1 million of SFAS 143 accretion expense in the second
quarter of 2003. Interest expense The Reorganized Company incurred $6.5
million in interest expense in the second quarter of 2003, primarily on the
Secured Notes, the Senior Subordinated Term Loan, other debt and capital
leases.  Interest expense includes $0.6 million of non-cash amortization of
deferred financing costs and debt discount, as well as $0.8 million of non-cash
accreted interest that is included in capital lease obligations. The Predecessor Company incurred $4.6
million in interest expense in the second quarter of 2002, primarily on the
Senior Facility, which was refinanced on the Effective Date, and capital leases.
Interest expense included $0.2 million of non-cash amortization of deferred
financing costs, as well as $0.6 million of non-cash accreted interest that was
included in capital lease obligations. Contractual
interest expense of $63 million was not recorded for the three months ended June
30, 2002, due to the Company's bankruptcy proceedings. Interest income The Reorganized
Company's interest income of
$0.2 million in the second quarter of 2003 is included in Interest Income in the
condensed consolidated statement of operations. The Predecessor Company's interest income
of $0.4 million in the second quarter of 2002 was considered earned as a result
of the bankruptcy filing, and was therefore classified as a reorganization item,
in accordance with the requirements of SOP 90-7. Reorganization expense,
net The Predecessor Company recorded net
reorganization expense of $5.4 million in the second quarter of 2002. 
Reorganization items consisted of income and expenses associated with the
bankruptcy proceedings that were not directly attributable to the ongoing
operations of the Company.  Significant reorganization items included
severance and employee retention costs, legal and professional fees, contract
termination expenses, net loss on disposal of long-lived assets and net gain on
negotiated settlements. Other income (expense),
net Other income, net of $1.7 million for the
three months ended June 30, 2003 is comprised primarily of $1.3 million related
to a withholding tax refund due from the Internal Revenue Service. SIX MONTHS ENDED JUNE 30, 2003
COMPARED TO SIX MONTHS ENDED JUNE 30, 2002 Revenue PredecessorCompany
    
    ReorganizedCompanySix Months Ended
      June 30,2002
    
    2003$
    
    %
    
    $
    
    %($ values in
      thousands)Dial-Up
    
    89,278
    
    42
    
    103,560
    
    53Point-to-Point
    Broadband
    
    56,970
    
    26
    
    45,722
    
    23Corporate Services
    
    37,686
    
    18
    
    28,386
    
    14Reciprocal
    Compensation
    
    31,017
    
    14
    
    20,144
    
    10Total Revenue
    
    214,951
    
    100
    
    197,812
    
    100
 Total revenue decreased $17.1 million, or
8%, for the six months ended June 30, 2003, as compared to the six months ended
June 30, 2002.  The decrease was due primarily to decreases of $9.3
million, $11.2 million and $10.9 million in Corporate Services, Point-to-Point
Broadband and Reciprocal Compensation revenue, respectively.  These
decreases were offset by a $14.3 million increase in Dial-Up
revenue. Dial-Up Dial-Up revenue increased 16% from $89.3
million in the first six months of 2002 to $103.6 million in the first six
months of 2003, due primarily to 22% increase in monthly recurring
revenue.  The increase in monthly recurring revenue was due to a 17%
increase in the average billed line count and a 4% increase in the average
monthly revenue per line.  Dial-Up revenue's contribution to total revenue
rose from 42% in the first six months of 2002 to 53% in the first six months of
2003.  These increases are primarily due to the acquisition of a new
customer, a major national ISP, in late 2002. Point-to-Point
Broadband Point-to-Point Broadband revenue
decreased 20% from $57.0 million in the first six months of 2002 to $45.7
million in the first six months of 2003.  The decrease in Point-to-Point
Broadband revenue was comprised of decreases in special access, switched access
and SS7 revenues of 17%, 23% and 55%, respectively.  Special access,
switched access and SS7 revenue represented 92%, 6% and 2%, respectively of
total Point-to-Point Broadband revenue in the first half of 2003.  Special
access revenue decreased primarily due to churn related to IXC customers
reducing network capacity and a loss of end-users as a result of the economic
downturn.  Switched access and SS7 revenues decreased primarily due to the
loss of customers.  Point-to-Point Broadband revenue's contribution to
total revenue declined from 26% in the first six months of 2002 to 23% in the
first six months of 2003. Corporate
Services Corporate Services revenue decreased 25%
from $37.7 million in the first six months of 2002 to $28.4 million in the first
six months of 2003, due primarily to a $5.9 million, or 26%, decrease in monthly
recurring revenue.  The decrease in monthly recurring revenue was due to a
15% decrease in the average billed line count, which was primarily due to
customer churn, and a 12% decrease in the average monthly revenue per
line.  In addition, CABS revenue decreased $4.1 million, or 39%, due to
rate reductions and reduced call volume.  Corporate Services revenue's
contribution to total revenue declined from 18% in the first six months of 2002
to 14% in the first six months of 2003. Reciprocal
compensation Reciprocal compensation revenue decreased
35% from $31.0 million in the first six months of 2002 to $20.1 million in the
first six months of 2003.  Reciprocal compensation's contribution to total
revenue decreased from 14% in the first six months of 2002 to 10% in the first
six months of 2003.  Reciprocal compensation revenue includes $5.0 million
and $2.8 million from customer settlements in the six months ended June 30, 2002
and 2003, respectively.  Excluding revenue from customer settlements,
reciprocal compensation revenue would have decreased 33%, primarily due to
contractual and regulated rate reductions.  The Company anticipates that
reciprocal compensation revenue will continue to decline in the future based on
future negotiated and regulated rate reductions and the expiration of agreements
currently in effect between ICG and the major ILECs. Operating
costs Total operating costs decreased 4% from
$128.3 million in the first six months of 2003 to $122.5 million in the first
six months of 2002.  As a percentage of revenue, operating costs increased
from 60% in the first six months of 2002 to 62% in the first six months of
2003. Operating costs reflect a decrease in
personnel expenses, which were offset by higher external line costs incurred as
a result of the Company's network footprint expansion.  The Company
initiated the expansion of its network to new markets in 2003 in order to serve
its customers, particularly a new major ISP customer acquired in late 2002.
Personnel expenses decreased due to a 17% reduction in average headcount in the
first six months of 2003, as compared to the first six months of 2002, which
occurred as a result of a reduction in force initiated by the Company in May
2003 and substantially completed by June 2003.  In addition, personnel
expenses for the first six months of 2002 included a Company-wide employee bonus
accrual.  No such accrual was made in the first six months of
2003. Selling, general and
administrative expenses ("SG&A") SG&A expenses decreased 13% from
$51.6 million in the first six months of 2002 to $44.8 million in the first six
months of 2003.  SG&A expenses represented 24% and 23% of revenue in
the first six months of 2002 and 2003, respectively.  The Company initiated
a reduction in force in May 2003 and substantially completed it by June
2003.  The reduction in force resulted in a 17% reduction in average
headcount in the first six months of 2003, as compared to the first six months
of 2002. SG&A expenses increased primarily due
to $3.8 million of non-recurring severance costs associated with the reduction
in force completed in the second quarter of 2003.  This increase was offset
by decreases in other personnel expenses as a result of the lower average
headcount. In addition, SG&A expenses for the
first six months of 2002 included a Company-wide employee bonus accrual. 
No such accrual was made in the first six months of 2003.  Also, the
provision for doubtful accounts in the first six months of 2003 was $0.4
million, as compared to $3.7 million in the first six months of 2002. Depreciation and
amortization The Reorganized Company's depreciation
and amortization expense was $20.2 million in the first six months of
2003.  The average remaining useful life of property and equipment in
service is approximately 6 years. The Predecessor Company's depreciation
and amortization expense was $44.9 million in the first six months of
2002.  Pursuant to the adoption of Fresh Start in October 2002, the Company
wrote down the book value of its property and equipment by $392 million, or 63%,
and the $126 million balance of the accumulated depreciation to zero.  The
total Fresh Start value of the long-lived assets was allocated pro rata to the
individual asset categories based on recent asset appraisals.  The adjusted
property and equipment values are being depreciated over the remaining useful
lives of the assets. Other operating expense (income),
net Other operating income, net, includes the
net gain on disposals of long-lived assets in the first six months of 2002 and
2003, as well as $0.2 million of SFAS 143 accretion expense in the first six
months of 2003. Interest expense The Reorganized Company incurred $12.8
million in interest expense in the first six months of 2003, primarily on the
Secured Notes, the Senior Subordinated Term Loan, other debt and capital
leases.  Interest expense includes $1.2 million of non-cash amortization of
deferred financing costs and debt discount, as well as $1.8 million of non-cash
accreted interest that is included in capital lease obligations. The Predecessor Company incurred $10.3
million in interest expense in the first six months of 2002, primarily on the
Senior Facility, which was refinanced on the Effective Date, and capital leases.
Interest expense included $0.4 million of non-cash amortization of deferred
financing costs, as well as $1.8 million of non-cash accreted interest that was
included in capital lease obligations. Contractual interest
expense of $126 million was not recorded for the six months ended June 30, 2002,
due to the Company's bankruptcy proceedings. Interest income The Reorganized
Company's interest income of
$0.5 million in the first six months of 2003 is included in Interest Income in
the condensed consolidated statement of operations. The Predecessor Company's interest income
of $1.0 million in the first six months of 2002 was considered earned as a
result of the bankruptcy filing, and was therefore classified as a
reorganization item, in accordance with the requirements of SOP 90-7. Reorganization expense,
net The Predecessor Company recorded net
reorganization expense of $28.7 million in the first six months of 2002. 
The largest component of net reorganization expense was contract termination
expenses, which amounted to $23.3 million.  Other significant
reorganization items included severance and employee retention costs, legal and
professional fees, switch site closure costs and net gain on negotiated
settlements.  Reorganization items consisted of income and expenses
associated with the bankruptcy proceedings that were not directly attributable
to the ongoing operations of the Company. Other income (expense),
net Other income, net of $1.7 million for the
six months ended June 30, 2003 is comprised primarily of $1.3 million related to
a withholding tax refund due from the Internal Revenue Service. NEW ACCOUNTING
STANDARDS Effective January 1, 2003, ICG adopted
SFAS No. 143, "Accounting for Asset Retirement Obligations." The statement
requires that a liability for the fair value of an asset retirement obligation
be recognized in the period in which it is incurred, with the offsetting
associated asset retirement cost capitalized as part of the carrying amount of
the long-lived asset. The asset retirement cost is subsequently allocated to
expense using a systematic and rational method over the useful life of the
related asset. Changes in the asset retirement obligation resulting from the
passage of time are recognized as an increase in the carrying amount of the
liability and as accretion expense. The adoption of SFAS 143 resulted in the
establishment of asset retirement obligations of $2.5 million, which are
included in other long-term liabilities in the accompanying balance sheet, and
an increase to net property and equipment of $2.5 million.  Accretion
expense of $0.1 million and $0.2 million for the three and six months ended June
30, 2003, is included in other operating expense (income), net, in the
accompanying statement of operations. In July 2002, the FASB issued SFAS No.
146, "Accounting for Costs Associated with Exit or Disposal Activities." This
Statement addresses financial accounting and reporting for costs associated with
exit or disposal activities and nullifies Emerging Issues Task Force Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)."  This Statement requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred, not at the date of an entity's commitment to an exit plan, as was
required under Issue 94-3.  Examples of costs covered by the standard
include lease termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operation, plant closing, or other
exit or disposal activity. This Statement also establishes that fair value is
the objective for initial measurement of the liability.  The provisions of
this Statement are effective for exit or disposal activities that are initiated
after December 31, 2002. ITEM
3.        QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK The Company is subject to market risks
arising from changes in interest rates. As of the Effective Date, the Company's
primary interest rate exposure results from changes in LIBOR or the prime rate,
which are used to determine the interest rate applicable to the Secured Notes
outstanding principal balance.   The weighted average interest rate
applicable to the Secured Notes outstanding principal balance at June 30, 2003,
was 7.5%.  A hypothetical change in annual interest rate of 1% per annum
applied to the Secured Notes outstanding principal balance on June 30, 2003,
would result in additional interest expense of $0.6 million. The Company does not, in the normal
course of business, use derivative financial instruments for trading or
speculative purposes. ITEM
4.        CONTROLS AND
PROCEDURES (a) 
        Disclosure Controls and
Procedures.  The Company's management, with the participation of the
Company's Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the Company's disclosure controls and procedures (as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) as of the end of the period covered by
this report.  Based on such evaluation, the Company's Chief Executive
Officer and Chief Financial Officer have concluded that, as of the end of such
period, the Company's disclosure controls and procedures are effective in
recording, processing, summarizing and reporting, on a timely basis, information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act. (b)        Internal Control Over
Financial Reporting.  There have not been any changes in the Company's
internal control over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to
which this report relates that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting. PART
II - OTHER INFORMATION ITEM
1.        LEGAL
PROCEEDINGS On November 14, 2000, the Company and
most of its subsidiaries filed voluntary petitions for protection under the
Bankruptcy Code in the Delaware Bankruptcy Court (Joint Case Number 00-4238
(PJW)). The bankruptcy petition was filed in order to preserve cash and give the
Company the opportunity to restructure its debt. The Company's Modified Plan was
confirmed and became effective on October 10, 2002.  The Bankruptcy Court
continues to retain exclusive jurisdiction over all matters arising out of and
related to the Company's bankruptcy case, including, but not limited to, the
resolution and disposition of pre-petition and administrative claims.  The
Company expects that these claims will be resolved not later than 2004, and that
the Bankruptcy Court will enter a final decree shortly thereafter closing the
Chapter 11 case. The Company is a party to certain other
litigation that has arisen in the ordinary course of business. In the opinion of
management, the ultimate resolution of these matters will not have a material
adverse impact on the Company's financial condition or results of operations.
The Company is not involved in any administrative or judicial proceedings
relative to an environmental matter. ITEM
2.        CHANGES IN SECURITIES AND USE OF
PROCEEDS. None. ITEM
3.        DEFAULTS UPON SENIOR
SECURITIES. None. ITEM
4.        SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS. The Annual Meeting of stockholders of ICG
Communications, Inc. was held on June 3, 2003 (the "Annual Meeting").  At
the Annual Meeting, three matters were considered and acted upon:  (1) the
election of one director, Mr. Randall E. Curran, to serve until the 2006 Annual
Meeting of Stockholders or until his successor has been duly elected and
qualified;  (2) the ratification of the adoption by the Board of Directors
of the Director's Stock Option Plan, and  (3) the ratification of the
appointment of KPMG LLP as independent auditors of ICG Communications, Inc. and
its subsidiaries for the fiscal year ending December 31, 2003. At the Annual Meeting, the holders of
4,644,492 shares of Common Stock, out of a total of 5,893,250 shares entitled to
vote at the Annual Meeting, were represented in person or by proxy, constituting
a quorum. At the Annual Meeting, the proposal to
elect Randall E. Curran to serve on the Company's Board of Directors received
the following vote: FOR
    AGAINST
    ABSTAIN4,490,302
    154,190
    0
 The proposal to ratify the adoption by
the Board of Directors of the Directors' Stock Option Plan received the
following vote: FOR
    AGAINST
    ABSTAIN4,542,072
    102,420
    0
 The proposal to ratify the appointment of
KPMG LLP as independent auditors of the Company and its subsidiaries for the
fiscal year ending December 31, 2003 received the following vote: FOR
    AGAINST
    ABSTAIN4,565,709
    78,783
    0
 ITEM
5.        OTHER
INFORMATION. None. ITEM
6.        EXHIBITS AND REPORTS ON FORM
8-K (A)       EXHIBITS 10.10 Indemnification and Advancement of Expenses Agreement between ICG
Communications, Inc. and William Connors, dated March 17, 2003. 10.11 Indemnification and Advancement of Expenses Agreement between ICG
Communications, Inc. and Timothy Price, dated March 20, 2003. 10.12 Indemnification and Advancement of Expenses Agreement between ICG
Communications, Inc. and Joseph Thornton, dated March 17, 2003. 10.13 Indemnification and Advancement of Expenses Agreement between ICG
Communications, Inc. and John Scarpati, dated March 17, 2003. 10.14 Indemnification and Advancement of Expenses Agreement between ICG
Communications, Inc. and Randall Curran, dated March 17, 2003. 10.15 Letter Agreement between ICG Communications, Inc. and Royal Bank of
Canada, and Consent by Subsidiary Guarantors. 31.1 Certification of the Chief Executive Officer Pursuant to Rule
13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002. 31.2 Certification of the Chief Financial Officer Pursuant to Rule
13a-14(a)/15d-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002. 32.1 Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. 32.2 Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. (B)       REPORTS ON FORM 8-K The registrant did not file any reports on Form 8-K during the three months
ended June 30, 2003.   SIGNATURES Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on August 14, 2003.   ICG COMMUNICATIONS,
      INC.
   Date:  August 14,
      2003
    
    /s/
      Richard E. Fish, Jr.Richard E. Fish, Jr.Executive
      Vice President and Chief Financial Officer(Principal Financial
      Officer)
   Date:  August 14,
      2003
    
    /s/
      John V. ColganJohn V. ColganSenior Vice
      President and Controller(Principal Accounting
  Officer)
   EXHIBIT
INDEX 10.10
    Indemnification and Advancement of
      Expenses Agreement between ICG Communications, Inc. and William Connors,
      dated March 17, 2003.10.11
    Indemnification and Advancement of
      Expenses Agreement between ICG Communications, Inc. and Timothy Price,
      dated March 20, 2003.10.12
    Indemnification and Advancement of
      Expenses Agreement between ICG Communications, Inc. and Joseph Thornton,
      dated March 17, 2003.10.13
    Indemnification and Advancement of
      Expenses Agreement between ICG Communications, Inc. and John Scarpati,
      dated March 17, 2003.10.14
    Indemnification and Advancement of
      Expenses Agreement between ICG Communications, Inc. and Randall Curran,
      dated March 17, 2003.10.15
    Letter Agreement between ICG
      Communications, Inc. and Royal Bank of Canada, and Consent by Subsidiary
      Guarantors.31.1
    Certification of the Chief
      Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted
      Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2
    Certification of the Chief
      Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), As Adopted
      Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1
    Certification of the Chief
      Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    Certification of the Chief
      Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 906 of the Sarbanes-Oxley Act of
2002.   Exhibit
10.10 ICG COMMUNICATIONS,
INC.  INDEMNIFICATION
AND ADVANCEMENT OF EXPENSES
AGREEMENT  This Agreement ("Agreement") is entered
into as of this 17th day of March, 2003 by and between ICG Communications, Inc.,
a Delaware corporation (the "Company") and William Connors
("Indemnitee").  RECITALS  A.               
The Company and Indemnitee recognize the significant increases in the cost of
liability insurance for the Company's directors, officers, employees, agents and
fiduciaries.  B.               
The Company and Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting directors, officers, employees,
agents and fiduciaries to expensive litigation risks at the same time as the
availability and coverage of liability insurance has been severely
limited.  C.               
Indemnitee and the Company are concerned that the current protection available
to Indemnitee may prove to be inadequate under the circumstances, and Indemnitee
and other directors, officers, employees, agents and fiduciaries of the Company
may not be willing to continue to serve in such capacities without additional
protection.  D.               
The Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company and, in part, in order to
induce Indemnitee to continue to provide services to the Company, wishes to
provide for the indemnification and the advancement of expenses to Indemnitee to
the maximum extent permitted by law.  E.               
In view of the considerations set forth above, the Company desires that
Indemnitee be indemnified by the Company as set forth herein.  NOW, THEREFORE, the Company and Indemnitee hereby agree as
follows:  1.               
Indemnification.  (a)               
Indemnification.  In addition to and not in substitution for
Indemnitee's rights under the Company's Certificate of Incorporation and Bylaws,
in the event that Indemnitee was or is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other
participant in, or in the event that Indemnitee's interests are impacted by, any
threatened, pending or completed action, suit, proceeding or alternative dispute
resolution mechanism, or any hearing, formal or informal, inquiry or
investigation whether civil, criminal, administrative, investigative or other
(hereinafter a "CLAIM") by reason of (or arising out of) Indemnitee's
service as an officer, director, agent or employee of the Company, or by reason
of any action or inaction on the part of Indemnitee while serving in such
capacity (hereinafter an "INDEMNIFIABLE EVENT") the Company shall
indemnify Indemnitee to the fullest extent permitted by law against any and all
expenses (including attorneys' (both outside counsel and in-house counsel),
professionals' and experts' fees and any similar fees and all other costs,
expenses and obligations incurred in connection with investigating, defending,
being a witness in or participating in (including on appeal), or preparing to
defend, be a witness in or participate in, any such action, suit, proceeding,
alternative dispute resolution mechanism, hearing, inquiry or investigation),
judgments, fines, penalties and amounts paid in settlement (if such settlement
is approved in advance by the Company, which approval shall not be unreasonably
withheld) of such Claim and any federal, state, local or foreign taxes imposed
on Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement (collectively, hereinafter "EXPENSES"), including all
interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses.  Such payment of Expenses shall be made by the
Company as soon as practicable but in any event no later than thirty (30) days
after written demand by Indemnitee therefor is presented to the
Company.  (b)               
Reviewing Party.  Notwithstanding the foregoing, (i) the obligations
of the Company under Section 1(a) shall be subject to the condition that the
Reviewing Party (as described in Section 10(e) hereof) shall not have determined
(in a written opinion, in any case in which the Independent Legal Counsel
referred to in Section 1(c) hereof is involved) that Indemnitee would not be
permitted to be indemnified under applicable law, and (ii) the obligation of the
Company to make an advance payment of Expenses to Indemnitee pursuant to Section
2(a) (an "EXPENSE ADVANCE") shall be subject to the condition that, if,
when and to the extent that the Reviewing Party determines that Indemnitee would
not be permitted to be so indemnified under applicable law, the Company shall be
entitled to be reimbursed by Indemnitee, and Indemnitee hereby agrees to
reimburse the Company for all such amounts theretofore paid; provided, however,
that if Indemnitee has commenced or thereafter commences legal proceedings in a
court of competent jurisdiction to secure a determination that Indemnitee should
be indemnified under applicable law, any determination made by the Reviewing
Party that Indemnitee would not be permitted to be indemnified under applicable
law shall not be binding and shall be excluded from evidence and Indemnitee
shall not be required to reimburse the Company for any Expense Advance until a
final judicial determination is made with respect thereto (as to which all
rights of appeal therefrom have been exhausted or lapsed).  Indemnitee's
obligation to reimburse the Company for any Expense Advance shall be unsecured,
require no bond, and no interest shall be charged thereon.  If there has
not been a Change in Control (as defined in Section 10(c) hereof), the Reviewing
Party shall be selected by the Board of Directors and reasonably acceptable to
Indemnitee, and if there has been such a Change in Control, the Reviewing Party
shall be the Independent Legal Counsel referred to in Section 1(c) hereof. 
If there has been no determination by the Reviewing Party or if the Reviewing
Party determines that Indemnitee substantively would not be permitted to be
indemnified in whole or in part under applicable law, Indemnitee shall have the
right to commence litigation, at Indemnitee's own expense, seeking an initial
determination by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, including the legal or factual bases
therefor, and the Company hereby consents to service of process and to appear in
any such proceeding. For avoidance of doubt, the fact that there has been no
determination by the Reviewing Party is not a basis for Company to deny or avoid
indemnification of or making advance expense payments to the Indemnitee. 
Any determination by the Reviewing Party otherwise shall be conclusive and
binding on the Company and, if Indemnitee prevails, in whole or in part, in any
such litigation, then Indemnitee's costs in bringing such litigation shall be
considered Expenses subject to reimbursement hereunder. For avoidance of doubt,
the Company has no right to litigate, arbitrate or otherwise appeal or overturn
the Reviewing Party's determination.  (c)               
Change in Control. The Company agrees that, if there is a Change in
Control of the Company , then Independent Legal Counsel (as defined in Section
10(d) hereof) with respect to all matters concerning the rights of Indemnitee to
payment of Expenses and Expense Advances under this Agreement, any other
agreement or the Company's Certificate of Incorporation or Bylaws, shall be
selected by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld).  Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be permitted to be indemnified under applicable law and the
Company agrees to abide by such opinion by advancing Expenses and indemnifying
Indemnitee to the fullest extent permitted by such law.  The Company agrees
to pay the reasonable fees of the Independent Legal Counsel referred to above
and to fully indemnify such counsel against any and all expenses (including
attorneys' and other professionals' fees and expenses), claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant
hereto.  (d)               
Mandatory Payment of Expenses.  Notwithstanding any other provision
of this Agreement other than Section 9 hereof, to the extent that Indemnitee has
been successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit,
proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in
the defense of any claim, issue or matter therein, Indemnitee shall be
indemnified against all Expenses incurred by Indemnitee in connection therewith
to the fullest extent permitted and/or required by law.  2.               
Expenses; Indemnification Procedure.  (a)               
Advancement of Expenses.  The Company shall advance all Expenses
incurred by Indemnitee.  The advances to be made hereunder shall be paid by
the Company to Indemnitee as soon as practicable but in any event no later than
thirty (30) days after written demand by Indemnitee therefor to the
Company.  (b)               
Notice/Cooperation by Indemnitee.  Indemnitee shall, as a condition
precedent to Indemnitee's right to be indemnified under this Agreement, give the
Company notice in writing as soon as practicable of any Claim made against
Indemnitee for which indemnification will be sought under this Agreement,
provided, however, that unless the failure to notify causes material prejudice
to the Company, the Indemnitee's failure to notify shall not relieve Company
from its obligations to indemnify or pay expenses under this Agreement. 
Notice to the Company shall be directed to the Chief Financial Officer of the
Company at the Company's principal offices or such other address as the Company
shall designate in writing to Indemnitee.  In addition, Indemnitee shall
give the Company such non-privileged information and cooperation as it may
reasonably require and as shall be within Indemnitee's reasonable control,
provided Indemnitee shall not be required to give the Company any information in
violation of law, regulation, order or agreement of confidentiality with a third
party. Company shall notify Indemnitee in writing as soon as practicable in the
event Company becomes aware of any potential claims against Indemnitee arising
in connection with Indemnitee's service to the Company.  (c)               
No Presumptions; Burden of Proof.  For purposes of this Agreement,
the termination of any Claim by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law.  In
addition, neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not
have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under
applicable law, shall be a defense to Indemnitee's claim or create a presumption
that Indemnitee has not met any particular standard of conduct or did not have
any particular belief.  In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled by clear and convincing evidence.  (d)               
Notice to Insurers.  If, at the time of the receipt by the Company
of a notice of a Claim pursuant to Section 2(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the Company shall give
prompt notice of the commencement of such Claim to the insurer(s) in accordance
with the procedures set forth in all potentially applicable insurance
policies.  The Company shall thereafter take all necessary or desirable
action to cause such insurer(s) to pay, on behalf of Indemnitee, all amounts
payable as a result of such action, suit, proceeding, inquiry or investigation
in accordance with the terms of such policies, provided, however, that a delay
or failure by any such insurer to make such payments shall not relieve the
Company from its obligations to pay all Expenses and Expense Advances as
required by this Agreement.  (e)               
Selection of Counsel.  In the event the Company shall be obligated
hereunder to pay the Expenses or Expense Advances of any Claim, the Company
shall be entitled to assume the defense of such Claim with counsel of national
standing and appropriate expertise and approved by Indemnitee, which approval
shall not be unreasonably withheld, upon the delivery to Indemnitee of written
notice of its election so to do.  After delivery of such notice, approval
of such counsel by Indemnitee and the retention of such counsel by the Company,
the Company will not be liable to Indemnitee under this Agreement for any fees
of counsel subsequently incurred by Indemnitee with respect to the same Claim;
provided that, (i) Indemnitee shall have the right to employ Indemnitee's
counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment
of counsel by Indemnitee has been previously authorized by the Company and has
not subsequently been withdrawn, (B) Indemnitee shall have reasonably concluded
that there is a possible conflict of interest between the Company and Indemnitee
or between Indemnitee and any other director or officer or other person who is
jointly represented by the same counsel as Indemnitee in the conduct of any such
defense, or (C) the Company shall not continue to retain such counsel to defend
such Claim, then the fees and expenses of Indemnitee's counsel shall be at the
expense of the Company.  At Company's expense Indemnitee may employ counsel
to determine whether such a possible conflict exists which determination shall
bind Company. The Company shall have the right to conduct such defense as it
sees fit in its sole discretion, including the right to settle any claim against
Indemnitee without the consent of Indemnitee, provided that Company must have
Indemnitee's written consent to any such settlement if it involves any admission
of impropriety or wrongdoing by Indemnitee or imposes any obligations on
Indemnitee (financial or otherwise).  3.               
Additional Indemnification Rights; Nonexclusivity.  (a)               
Scope.  The Company hereby agrees to indemnify Indemnitee for any
Indemnifiable Event to the fullest extent permitted by law, notwithstanding that
such indemnification is not specifically authorized by the other provisions of
this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws
or by statute.  In the event of any change after the date of this Agreement
in any applicable law, statute or rule which expands the right of a Delaware
corporation to indemnify a member of its Board of Directors or an officer,
employee, agent or fiduciary, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits afforded by such
change.  In the event of any change in any applicable law, statute or rule
which narrows the right of a Delaware corporation to indemnify a member of its
Board of Directors or an officer, employee, agent or fiduciary, such change, to
the extent not otherwise required by such law, statute or rule to be applied to
this Agreement, shall have no effect on this Agreement or the parties' rights
and obligations hereunder except as set forth in Section 8(a) hereof.  (b)               
Nonexclusivity.  The indemnification and the right to advancement of
Expenses provided by this Agreement are in addition to any rights to which
Indemnitee may be entitled under the Company's Certificate of Incorporation, its
Bylaws, any agreement, any vote of shareholders or disinterested directors, the
Delaware General Corporation Act, or otherwise.  The indemnification and
the right to advancement of expenses provided by this Agreement shall continue
as to Indemnitee for any action Indemnitee took or did not take while serving in
an indemnified capacity even though Indemnitee may have ceased to serve in such
capacity.  4.               
No Duplication of Payments.  The Company shall not be liable
under this Agreement to make any payment in connection with any Claim made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any Company insurance policy, the Certificate of Incorporation,
Bylaws or otherwise) of the amounts otherwise indemnifiable
hereunder.  5.               
Partial Indemnification.  If Indemnitee is entitled under any
provision of this Agreement to indemnification or expense advancement by the
Company for some Expenses incurred in connection with a Claim, but not, however,
for all of the total amount thereof, the Company shall nevertheless indemnify
and/or advance to Indemnitee for the portion of such Expenses to which
Indemnitee is so entitled.  6.               
Mutual Acknowledgement.  Both the Company and Indemnitee
acknowledge that, in certain instances, Federal law or applicable law or public
policy may prohibit the Company from indemnifying its directors, officers,
employees, agents or fiduciaries under this Agreement or otherwise.  In
addition, Indemnitee acknowledges that the Company has provided undertakings to
the U.S. Securities and Exchange Commission to the effect that the Company will
submit the question of the appropriateness, as a matter of law and public
policy, of the indemnification of its officers, directors, agents and employees
for violations of federal securities laws to a court for its determination as a
matter of law.  7.               
Liability Insurance.  To the extent the Company maintains
liability insurance applicable to directors, officers, employees, agents or
fiduciaries, Indemnitee shall be covered by such policies in such a manner as to
provide Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company's directors, if Indemnitee is a director; or of
the Company's officers, if Indemnitee is not a director of the Company but is an
officer; or of the Company's key employees, agents or fiduciaries, if Indemnitee
is not an officer or director but is a key employee, agent or fiduciary. The
Company shall use all reasonable efforts to maintain and keep in force the
Company's current director and officer liability insurance policies including
the current "tail" coverages (including, without limitation, the six-year tail
which provides coverage for acts committed between November 1, 2000 and October
10, 2002) provided Company shall be allowed to replace current policies with
policies issued by comparable insurance companies with coverage amounts at least
equal to the current coverages, or as otherwise agreed by Company and
Indemnitee. In the event of a change in control of the Company, Company shall
cause the successor to continue to provide comparable directors and officers
liability insurance to Indemnitee and use reasonable efforts to obtain
multi-year tail coverage.  8.               
Exceptions.  Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:  (a)               
Excluded Actions or Omissions. (i) To indemnify Indemnitee for
Indemnitee's acts, omissions or transactions for which Indemnitee may not be
indemnified under applicable law; or (ii) to indemnify Indemnitee for
Indemnitee's intentional acts or transactions in knowing violation of the
Company's policies;  (b)          Claims
Initiated by Indemnitee.  To indemnify or advance expenses to
Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee
and not by way of defense, except (i) with respect to actions or proceedings
brought to establish or enforce a right to indemnification under this Agreement
or any other agreement or insurance policy or under the Company's Certificate of
Incorporation or Bylaws now or hereafter in effect relating to Claims for
Indemnifiable Events, or (ii) in specific cases if the Board of Directors has
approved the initiation or bringing of such Claim, advance expense payment or
insurance recovery, as the case may be; or  Claims Under Section 16(b).  To indemnify Indemnitee for  the payment of
profits arising from the purchase and sale by Indemnitee of securities in
violation of Section 16(b) of the Securities Exchange Act of 1934, as amended,
or any similar successor statute.  9.               
Period of Limitations.  No legal action shall be brought and
no cause of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of one years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action within such one-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.  10.               
Construction of Certain Phrases.  (a)               
For purposes of this Agreement, references to the "Company" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees, agents or
fiduciaries, so that if Indemnitee is or was a director, officer, employee,
agent or fiduciary of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, Indemnitee shall stand in the same
position under the provisions of this Agreement with respect to the resulting or
surviving corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.  (b)               
For purposes of this Agreement, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on Indemnitee with respect to an employee benefit plan; and
references to "serving at the request of the Company" shall include any service
as a director, officer, employee, agent or fiduciary of the Company which
imposes duties on, or involves services by, such director, officer, employee,
agent or fiduciary with respect to an employee benefit plan, its participants or
its beneficiaries; and if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have
acted in a manner "not opposed to the best interests of the Company" as referred
to in this Agreement.  (c)               
For purposes of this Agreement a "Change in Control" shall be deemed to
have occurred if (i) any "person" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned directly or indirectly by the shareholders of
the Company in substantially the same proportions as their ownership of stock of
the Company, (A) who is or becomes the beneficial owner, directly or indirectly,
of securities of the Company representing 10% or more of the combined voting
power of the Company's then outstanding Voting Securities, increases his
beneficial ownership of such securities by 5% or more over the percentage so
owned by such person, or (B) becomes the "beneficial owner" (as defined
in Rule 13d-3 under said Act), directly or indirectly, of securities of the
Company representing more than 20% of the total voting power represented by the
Company's then outstanding Voting Securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the shareholders of the Company approve
a merger or consolidation of the Company with any other corporation other than a
merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the shareholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.  (d)               
For purposes of this Agreement, "Independent Legal Counsel" shall mean a
firm of attorneys of national standing with appropriate expertise, selected by
indemnitee and reasonably acceptable to Company, who is qualified to render the
opinion under applicable law and who shall not have otherwise performed services
for the Company or Indemnitee within the last five (5) years (other than with
respect to matters concerning the rights of Indemnitee under this Agreement, or
of other indemnitees under similar agreements).  (e)               
For purposes of this Agreement, a "Reviewing Party" shall mean any
appropriate person or body consisting of a member or members of the Company's
Board of Directors or any other person or body appointed by the Board of
Directors who is not a party to the particular Claim for which Indemnitee is
seeking indemnification, or Independent Legal Counsel provided, however, that
following a change of control, the Reviewing Party shall always be Independent
Legal Counsel.  (f)               
For purposes of this Agreement, "Voting Securities" shall mean any
securities of the Company that vote generally in the election of
directors.  11.               
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.  12.               
Binding Effect; Successors and Assigns.  This Agreement shall
be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs,
and personal and legal representatives.  The Company shall require and
cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part, of
the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.  This
Agreement shall continue in effect with respect to Claims relating to
Indemnifiable Events regardless of whether Indemnitee continues to serve as a
director, officer, employee, agent or fiduciary of the Company or of any other
enterprise at the Company's request.  13.               
Attorneys' Fees.  In the event that any action is instituted
by Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, the Company shall advance all Expenses incurred by Indemnitee in such
action, provided that Indemnitee shall reimburse the Company for such advanced
Expenses in the event Indemnitee does not prevail in the action.  In the
event of an action instituted by or in the name of the Company under this
Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee
shall be entitled to be paid all Expenses incurred by Indemnitee in defense of
such action (including costs and expenses incurred with respect to Indemnitee
counterclaims and cross-claims made in such action), and shall be entitled to
the advancement of Expenses with respect to such action provided that Indemnitee
shall reimburse the Company for such advanced Expenses in the event Indemnitee
does not prevail in the action.  14.               
Notice.  All notices and other communications required or
permitted hereunder shall be in writing, shall be effective when given, and
shall in any event be deemed to be given (a) five (5) days after deposit with
the U.S. Postal Service or other applicable postal service, if delivered by
first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c)
one business day after the business day of deposit with Federal Express or
similar overnight courier, freight prepaid, or (d) one day after the business
day of delivery by facsimile transmission, if delivered by facsimile
transmission, with copy by first class mail, postage prepaid, and shall be
addressed if to Indemnitee, at Indemnitee's address as set forth beneath
Indemnitee's signature to this Agreement and if to the Company at the address of
its principal corporate offices (attention: Secretary) or at such other address
as such party may designate by ten days' advance written notice to the other
party hereto.  15.               
Arbitration.  The parties shall use good faith efforts to
resolve any disputes.  Any unresolved disputes shall be submitted by
arbitration at a mutually agreed upon location in New York; provided, however,
that nothing in this Section shall restrict the right of either party to apply
to a court of competent jurisdiction for emergency relief pending final
determination of a claim by arbitration in accordance with this Section. 
All arbitration shall be conducted in accordance with the rules and regulations
of the American Arbitration Association, in force at the time of any such
dispute, by a single arbitrator selected by  Company and Indemnitee,
provided, however, that in the event Company and Indemnitee are unable to agree
upon an arbitrator, the arbitration shall be conducted by a panel of three (3)
arbitrators , one (1) selected by Company , one (1) selected by Indemnitee, and
the third (3rd) selected by the other two (2) arbitrators.  The decision of
the arbitrator(s), based upon written findings of fact and conclusions of law,
shall be binding upon the parties; and judgment in accordance with that decision
may be entered in any court having jurisdiction thereof.  In no event shall
the arbitrator(s) be authorized to grant any punitive, incidental or
consequential damages of any nature or kind whatsoever.  16.               
Severability.  The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable, and the
remaining provisions shall remain enforceable to the fullest extent permitted by
law.  Furthermore, to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of this Agreement
containing any provision held to be invalid, void or otherwise unenforceable,
that is not itself invalid, void or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.  17.               
Choice of Law.  This Agreement shall be governed by and its
provisions construed and enforced in accordance with the laws of the State of
Delaware, as applied to contracts between Colorado residents, entered into and
to be performed entirely within the State of Colorado, without regard to the
conflict of laws principles thereof.  18.               
Subrogation.  In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.  19.               
Amendment and Termination.  No amendment, modification,
termination or cancellation of this Agreement shall be effective unless it is in
writing signed by both the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.  20.               
Integration and Entire Agreement.  This Agreement sets forth
the entire understanding between the parties hereto and supersedes and merges
all previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties
hereto.  21.               
No Construction as Employment Agreement.  Nothing contained
in this Agreement shall be construed as giving Indemnitee any right to be
retained in the employ of the Company or any of its subsidiaries or to be
retained as an officer, director, employee or agent of the Company for any
period of time.  THE REMAINDER OF THIS PAGE
IS INTENTIONALLY BLANK   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.  ICG COMMUNICATIONS,
INC.   /s/Bernard L.
Zuroff By:  Bernard L. Zuroff General Counsel and Executive Vice
President   AGREED TO AND ACCEPTED BY:  /s/William J.
Connors Signature  William J. Connors Printed Name    Exhibit
10.11 ICG COMMUNICATIONS,
INC.  INDEMNIFICATION
AND ADVANCEMENT OF EXPENSES
AGREEMENT  This Agreement ("Agreement") is entered
into as of this 20th day of March, 2003 by and between ICG Communications, Inc.,
a Delaware corporation (the "Company") and Timothy Price
("Indemnitee").  RECITALS  A.               
The Company and Indemnitee recognize the significant increases in the cost of
liability insurance for the Company's directors, officers, employees, agents and
fiduciaries.  B.               
The Company and Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting directors, officers, employees,
agents and fiduciaries to expensive litigation risks at the same time as the
availability and coverage of liability insurance has been severely
limited.  C.               
Indemnitee and the Company are concerned that the current protection available
to Indemnitee may prove to be inadequate under the circumstances, and Indemnitee
and other directors, officers, employees, agents and fiduciaries of the Company
may not be willing to continue to serve in such capacities without additional
protection.  D.               
The Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company and, in part, in order to
induce Indemnitee to continue to provide services to the Company, wishes to
provide for the indemnification and the advancement of expenses to Indemnitee to
the maximum extent permitted by law.  E.               
In view of the considerations set forth above, the Company desires that
Indemnitee be indemnified by the Company as set forth herein.  NOW, THEREFORE, the Company and Indemnitee hereby agree as
follows:  1.               
Indemnification.  (a)               
Indemnification.  In addition to and not in substitution for
Indemnitee's rights under the Company's Certificate of Incorporation and Bylaws,
in the event that Indemnitee was or is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other
participant in, or in the event that Indemnitee's interests are impacted by, any
threatened, pending or completed action, suit, proceeding or alternative dispute
resolution mechanism, or any hearing, formal or informal, inquiry or
investigation whether civil, criminal, administrative, investigative or other
(hereinafter a "CLAIM") by reason of (or arising out of) Indemnitee's
service as an officer, director, agent or employee of the Company, or by reason
of any action or inaction on the part of Indemnitee while serving in such
capacity (hereinafter an "INDEMNIFIABLE EVENT") the Company shall
indemnify Indemnitee to the fullest extent permitted by law against any and all
expenses (including attorneys' (both outside counsel and in-house counsel),
professionals' and experts' fees and any similar fees and all other costs,
expenses and obligations incurred in connection with investigating, defending,
being a witness in or participating in (including on appeal), or preparing to
defend, be a witness in or participate in, any such action, suit, proceeding,
alternative dispute resolution mechanism, hearing, inquiry or investigation),
judgments, fines, penalties and amounts paid in settlement (if such settlement
is approved in advance by the Company, which approval shall not be unreasonably
withheld) of such Claim and any federal, state, local or foreign taxes imposed
on Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement (collectively, hereinafter "EXPENSES"), including all
interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses.  Such payment of Expenses shall be made by the
Company as soon as practicable but in any event no later than thirty (30) days
after written demand by Indemnitee therefor is presented to the
Company.  (b)               
Reviewing Party.  Notwithstanding the foregoing, (i) the obligations
of the Company under Section 1(a) shall be subject to the condition that the
Reviewing Party (as described in Section 10(e) hereof) shall not have determined
(in a written opinion, in any case in which the Independent Legal Counsel
referred to in Section 1(c) hereof is involved) that Indemnitee would not be
permitted to be indemnified under applicable law, and (ii) the obligation of the
Company to make an advance payment of Expenses to Indemnitee pursuant to Section
2(a) (an "EXPENSE ADVANCE") shall be subject to the condition that, if,
when and to the extent that the Reviewing Party determines that Indemnitee would
not be permitted to be so indemnified under applicable law, the Company shall be
entitled to be reimbursed by Indemnitee, and Indemnitee hereby agrees to
reimburse the Company for all such amounts theretofore paid; provided, however,
that if Indemnitee has commenced or thereafter commences legal proceedings in a
court of competent jurisdiction to secure a determination that Indemnitee should
be indemnified under applicable law, any determination made by the Reviewing
Party that Indemnitee would not be permitted to be indemnified under applicable
law shall not be binding and shall be excluded from evidence and Indemnitee
shall not be required to reimburse the Company for any Expense Advance until a
final judicial determination is made with respect thereto (as to which all
rights of appeal therefrom have been exhausted or lapsed).  Indemnitee's
obligation to reimburse the Company for any Expense Advance shall be unsecured,
require no bond, and no interest shall be charged thereon.  If there has
not been a Change in Control (as defined in Section 10(c) hereof), the Reviewing
Party shall be selected by the Board of Directors and reasonably acceptable to
Indemnitee, and if there has been such a Change in Control, the Reviewing Party
shall be the Independent Legal Counsel referred to in Section 1(c) hereof. 
If there has been no determination by the Reviewing Party or if the Reviewing
Party determines that Indemnitee substantively would not be permitted to be
indemnified in whole or in part under applicable law, Indemnitee shall have the
right to commence litigation, at Indemnitee's own expense, seeking an initial
determination by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, including the legal or factual bases
therefor, and the Company hereby consents to service of process and to appear in
any such proceeding. For avoidance of doubt, the fact that there has been no
determination by the Reviewing Party is not a basis for Company to deny or avoid
indemnification of or making advance expense payments to the Indemnitee. 
Any determination by the Reviewing Party otherwise shall be conclusive and
binding on the Company and, if Indemnitee prevails, in whole or in part, in any
such litigation, then Indemnitee's costs in bringing such litigation shall be
considered Expenses subject to reimbursement hereunder. For avoidance of doubt,
the Company has no right to litigate, arbitrate or otherwise appeal or overturn
the Reviewing Party's determination.  (c)               
Change in Control. The Company agrees that, if there is a Change in
Control of the Company , then Independent Legal Counsel (as defined in Section
10(d) hereof) with respect to all matters concerning the rights of Indemnitee to
payment of Expenses and Expense Advances under this Agreement, any other
agreement or the Company's Certificate of Incorporation or Bylaws, shall be
selected by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld).  Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be permitted to be indemnified under applicable law and the
Company agrees to abide by such opinion by advancing Expenses and indemnifying
Indemnitee to the fullest extent permitted by such law.  The Company agrees
to pay the reasonable fees of the Independent Legal Counsel referred to above
and to fully indemnify such counsel against any and all expenses (including
attorneys' and other professionals' fees and expenses), claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant
hereto.  (d)               
Mandatory Payment of Expenses.  Notwithstanding any other provision
of this Agreement other than Section 9 hereof, to the extent that Indemnitee has
been successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit,
proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in
the defense of any claim, issue or matter therein, Indemnitee shall be
indemnified against all Expenses incurred by Indemnitee in connection therewith
to the fullest extent permitted and/or required by law.  2.               
Expenses; Indemnification Procedure.  (a)               
Advancement of Expenses.  The Company shall advance all Expenses
incurred by Indemnitee.  The advances to be made hereunder shall be paid by
the Company to Indemnitee as soon as practicable but in any event no later than
thirty (30) days after written demand by Indemnitee therefor to the
Company.  (b)               
Notice/Cooperation by Indemnitee.  Indemnitee shall, as a condition
precedent to Indemnitee's right to be indemnified under this Agreement, give the
Company notice in writing as soon as practicable of any Claim made against
Indemnitee for which indemnification will be sought under this Agreement,
provided, however, that unless the failure to notify causes material prejudice
to the Company, the Indemnitee's failure to notify shall not relieve Company
from its obligations to indemnify or pay expenses under this Agreement. 
Notice to the Company shall be directed to the Chief Financial Officer of the
Company at the Company's principal offices or such other address as the Company
shall designate in writing to Indemnitee.  In addition, Indemnitee shall
give the Company such non-privileged information and cooperation as it may
reasonably require and as shall be within Indemnitee's reasonable control,
provided Indemnitee shall not be required to give the Company any information in
violation of law, regulation, order or agreement of confidentiality with a third
party. Company shall notify Indemnitee in writing as soon as practicable in the
event Company becomes aware of any potential claims against Indemnitee arising
in connection with Indemnitee's service to the Company.  (c)               
No Presumptions; Burden of Proof.  For purposes of this Agreement,
the termination of any Claim by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law.  In
addition, neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not
have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under
applicable law, shall be a defense to Indemnitee's claim or create a presumption
that Indemnitee has not met any particular standard of conduct or did not have
any particular belief.  In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled by clear and convincing evidence.  (d)               
Notice to Insurers.  If, at the time of the receipt by the Company
of a notice of a Claim pursuant to Section 2(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the Company shall give
prompt notice of the commencement of such Claim to the insurer(s) in accordance
with the procedures set forth in all potentially applicable insurance
policies.  The Company shall thereafter take all necessary or desirable
action to cause such insurer(s) to pay, on behalf of Indemnitee, all amounts
payable as a result of such action, suit, proceeding, inquiry or investigation
in accordance with the terms of such policies, provided, however, that a delay
or failure by any such insurer to make such payments shall not relieve the
Company from its obligations to pay all Expenses and Expense Advances as
required by this Agreement.  (e)               
Selection of Counsel.  In the event the Company shall be obligated
hereunder to pay the Expenses or Expense Advances of any Claim, the Company
shall be entitled to assume the defense of such Claim with counsel of national
standing and appropriate expertise and approved by Indemnitee, which approval
shall not be unreasonably withheld, upon the delivery to Indemnitee of written
notice of its election so to do.  After delivery of such notice, approval
of such counsel by Indemnitee and the retention of such counsel by the Company,
the Company will not be liable to Indemnitee under this Agreement for any fees
of counsel subsequently incurred by Indemnitee with respect to the same Claim;
provided that, (i) Indemnitee shall have the right to employ Indemnitee's
counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment
of counsel by Indemnitee has been previously authorized by the Company and has
not subsequently been withdrawn, (B) Indemnitee shall have reasonably concluded
that there is a possible conflict of interest between the Company and Indemnitee
or between Indemnitee and any other director or officer or other person who is
jointly represented by the same counsel as Indemnitee in the conduct of any such
defense, or (C) the Company shall not continue to retain such counsel to defend
such Claim, then the fees and expenses of Indemnitee's counsel shall be at the
expense of the Company.  At Company's expense Indemnitee may employ counsel
to determine whether such a possible conflict exists which determination shall
bind Company. The Company shall have the right to conduct such defense as it
sees fit in its sole discretion, including the right to settle any claim against
Indemnitee without the consent of Indemnitee, provided that Company must have
Indemnitee's written consent to any such settlement if it involves any admission
of impropriety or wrongdoing by Indemnitee or imposes any obligations on
Indemnitee (financial or otherwise).  3.               
Additional Indemnification Rights; Nonexclusivity.  (a)               
Scope.  The Company hereby agrees to indemnify Indemnitee for any
Indemnifiable Event to the fullest extent permitted by law, notwithstanding that
such indemnification is not specifically authorized by the other provisions of
this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws
or by statute.  In the event of any change after the date of this Agreement
in any applicable law, statute or rule which expands the right of a Delaware
corporation to indemnify a member of its Board of Directors or an officer,
employee, agent or fiduciary, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits afforded by such
change.  In the event of any change in any applicable law, statute or rule
which narrows the right of a Delaware corporation to indemnify a member of its
Board of Directors or an officer, employee, agent or fiduciary, such change, to
the extent not otherwise required by such law, statute or rule to be applied to
this Agreement, shall have no effect on this Agreement or the parties' rights
and obligations hereunder except as set forth in Section 8(a) hereof.  (b)               
Nonexclusivity.  The indemnification and the right to advancement of
Expenses provided by this Agreement are in addition to any rights to which
Indemnitee may be entitled under the Company's Certificate of Incorporation, its
Bylaws, any agreement, any vote of shareholders or disinterested directors, the
Delaware General Corporation Act, or otherwise.  The indemnification and
the right to advancement of expenses provided by this Agreement shall continue
as to Indemnitee for any action Indemnitee took or did not take while serving in
an indemnified capacity even though Indemnitee may have ceased to serve in such
capacity.  4.               
No Duplication of Payments.   The Company shall not be liable
under this Agreement to make any payment in connection with any Claim made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any Company insurance policy, the Certificate of Incorporation,
Bylaws or otherwise) of the amounts otherwise indemnifiable
hereunder.  5.               
Partial Indemnification.  If Indemnitee is entitled under any
provision of this Agreement to indemnification or expense advancement by the
Company for some Expenses incurred in connection with a Claim, but not, however,
for all of the total amount thereof, the Company shall nevertheless indemnify
and/or advance to Indemnitee for the portion of such Expenses to which
Indemnitee is so entitled.  6.               
Mutual Acknowledgement.  Both the Company and Indemnitee
acknowledge that, in certain instances, Federal law or applicable law or public
policy may prohibit the Company from indemnifying its directors, officers,
employees, agents or fiduciaries under this Agreement or otherwise.  In
addition, Indemnitee acknowledges that the Company has provided undertakings to
the U.S. Securities and Exchange Commission to the effect that the Company will
submit the question of the appropriateness, as a matter of law and public
policy, of the indemnification of its officers, directors, agents and employees
for violations of federal securities laws to a court for its determination as a
matter of law.  7.               
Liability Insurance.  To the extent the Company maintains
liability insurance applicable to directors, officers, employees, agents or
fiduciaries, Indemnitee shall be covered by such policies in such a manner as to
provide Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company's directors, if Indemnitee is a director; or of
the Company's officers, if Indemnitee is not a director of the Company but is an
officer; or of the Company's key employees, agents or fiduciaries, if Indemnitee
is not an officer or director but is a key employee, agent or fiduciary. The
Company shall use all reasonable efforts to  maintain and keep in force the
Company's current director and officer liability insurance policies including
the current "tail" coverages (including, without limitation, the six-year tail
which provides coverage for acts committed between November 1, 2000 and October
10, 2002) provided Company shall be allowed to replace current policies with
policies issued by comparable insurance companies with coverage amounts at least
equal to the current coverages, or as otherwise agreed by Company and
Indemnitee. In the event of a change in control of the Company, Company shall
cause the successor to continue to provide comparable directors and officers
liability insurance to Indemnitee and use reasonable efforts to obtain
multi-year tail coverage.  8.               
Exceptions.  Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:  (a)               
Excluded Actions or Omissions. (i) To indemnify Indemnitee for
Indemnitee's acts, omissions or transactions for which Indemnitee may not be
indemnified under applicable law; or (ii) to indemnify Indemnitee for
Indemnitee's intentional acts or transactions in knowing violation of the
Company's policies;  (b)          Claims
Initiated by Indemnitee.  To indemnify or advance expenses to
Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee
and not by way of defense, except (i) with respect to actions or proceedings
brought to establish or enforce a right to indemnification under this Agreement
or any other agreement or insurance policy or under the Company's Certificate of
Incorporation or Bylaws now or hereafter in effect relating to Claims for
Indemnifiable Events, or (ii) in specific cases if the Board of Directors has
approved the initiation or bringing of such Claim, advance expense payment or
insurance recovery, as the case may be; or  Claims Under Section 16(b).  To indemnify Indemnitee for  the payment of
profits arising from the purchase and sale by Indemnitee of securities in
violation of Section 16(b) of the Securities Exchange Act of 1934, as amended,
or any similar successor statute.  9.               
Period of Limitations.  No legal action shall be brought and
no cause of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of one years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action within such one-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.  10.               
Construction of Certain Phrases.  (a)               
For purposes of this Agreement, references to the "Company" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees, agents or
fiduciaries, so that if Indemnitee is or was a director, officer, employee,
agent or fiduciary of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, Indemnitee shall stand in the same
position under the provisions of this Agreement with respect to the resulting or
surviving corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.  (b)               
For purposes of this Agreement, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on Indemnitee with respect to an employee benefit plan; and
references to "serving at the request of the Company" shall include any service
as a director, officer, employee, agent or fiduciary of the Company which
imposes duties on, or involves services by, such director, officer, employee,
agent or fiduciary with respect to an employee benefit plan, its participants or
its beneficiaries; and if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have
acted in a manner "not opposed to the best interests of the Company" as referred
to in this Agreement.  (c)               
For purposes of this Agreement a "Change in Control" shall be deemed to
have occurred if (i) any "person" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned directly or indirectly by the shareholders of
the Company in substantially the same proportions as their ownership of stock of
the Company, (A) who is or becomes the beneficial owner, directly or indirectly,
of securities of the Company representing 10% or more of the combined voting
power of the Company's then outstanding Voting Securities, increases his
beneficial ownership of such securities by 5% or more over the percentage so
owned by such person, or (B) becomes the "beneficial owner" (as defined
in Rule 13d-3 under said Act), directly or indirectly, of securities of the
Company representing more than 20% of the total voting power represented by the
Company's then outstanding Voting Securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the shareholders of the Company approve
a merger or consolidation of the Company with any other corporation other than a
merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the shareholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.  (d)               
For purposes of this Agreement, "Independent Legal Counsel" shall mean a
firm of attorneys of national standing with appropriate expertise, selected by
indemnitee and reasonably acceptable to Company, who is qualified to render the
opinion under applicable law and who shall not have otherwise performed services
for the Company or Indemnitee within the last five (5) years (other than with
respect to matters concerning the rights of Indemnitee under this Agreement, or
of other indemnitees under similar agreements).  (e)               
For purposes of this Agreement, a "Reviewing Party" shall mean any
appropriate person or body consisting of a member or members of the Company's
Board of Directors or any other person or body appointed by the Board of
Directors who is not a party to the particular Claim for which Indemnitee is
seeking indemnification, or Independent Legal Counsel provided, however, that
following a change of control, the Reviewing Party shall always be Independent
Legal Counsel.  (f)               
For purposes of this Agreement, "Voting Securities" shall mean any
securities of the Company that vote generally in the election of
directors.  11.               
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.  12.               
Binding Effect; Successors and Assigns.  This Agreement shall
be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs,
and personal and legal representatives.  The Company shall require and
cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part, of
the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.  This
Agreement shall continue in effect with respect to Claims relating to
Indemnifiable Events regardless of whether Indemnitee continues to serve as a
director, officer, employee, agent or fiduciary of the Company or of any other
enterprise at the Company's request.  13.               
Attorneys' Fees.  In the event that any action is instituted
by Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, the Company shall advance all Expenses incurred by Indemnitee in such
action, provided that Indemnitee shall reimburse the Company for such advanced
Expenses in the event Indemnitee does not prevail in the action.  In the
event of an action instituted by or in the name of the Company under this
Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee
shall be entitled to be paid all Expenses incurred by Indemnitee in defense of
such action (including costs and expenses incurred with respect to Indemnitee
counterclaims and cross-claims made in such action), and shall be entitled to
the advancement of Expenses with respect to such action provided that Indemnitee
shall reimburse the Company for such advanced Expenses in the event Indemnitee
does not prevail in the action.  14.               
Notice.  All notices and other communications required or
permitted hereunder shall be in writing, shall be effective when given, and
shall in any event be deemed to be given (a) five (5) days after deposit with
the U.S. Postal Service or other applicable postal service, if delivered by
first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c)
one business day after the business day of deposit with Federal Express or
similar overnight courier, freight prepaid, or (d) one day after the business
day of delivery by facsimile transmission, if delivered by facsimile
transmission, with copy by first class mail, postage prepaid, and shall be
addressed if to Indemnitee, at Indemnitee's address as set forth beneath
Indemnitee's signature to this Agreement and if to the Company at the address of
its principal corporate offices (attention: Secretary) or at such other address
as such party may designate by ten days' advance written notice to the other
party hereto.  15.               
Arbitration.  The parties shall use good faith efforts to
resolve any disputes.  Any unresolved disputes shall be submitted by
arbitration at a mutually agreed upon location in New York; provided, however,
that nothing in this Section shall restrict the right of either party to apply
to a court of competent jurisdiction for emergency relief pending final
determination of a claim by arbitration in accordance with this Section. 
All arbitration shall be conducted in accordance with the rules and regulations
of the American Arbitration Association, in force at the time of any such
dispute, by a single arbitrator selected by  Company and Indemnitee,
provided, however, that in the event Company and Indemnitee are unable to agree
upon an arbitrator, the arbitration shall be conducted by a panel of three (3)
arbitrators , one (1) selected by Company , one (1) selected by Indemnitee, and
the third (3rd) selected by the other two (2) arbitrators.  The decision of
the arbitrator(s), based upon written findings of fact and conclusions of law,
shall be binding upon the parties; and judgment in accordance with that decision
may be entered in any court having jurisdiction thereof.  In no event shall
the arbitrator(s) be authorized to grant any punitive, incidental or
consequential damages of any nature or kind whatsoever.  16.               
Severability.  The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable, and the
remaining provisions shall remain enforceable to the fullest extent permitted by
law.  Furthermore, to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of this Agreement
containing any provision held to be invalid, void or otherwise unenforceable,
that is not itself invalid, void or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.  17.               
Choice of Law.  This Agreement shall be governed by and its
provisions construed and enforced in accordance with the laws of the State of
Delaware, as applied to contracts between Colorado residents, entered into and
to be performed entirely within the State of Colorado, without regard to the
conflict of laws principles thereof.  18.               
Subrogation.  In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.  19.               
Amendment and Termination.  No amendment, modification,
termination or cancellation of this Agreement shall be effective unless it is in
writing signed by both the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.  20.               
Integration and Entire Agreement.  This Agreement sets forth
the entire understanding between the parties hereto and supersedes and merges
all previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties
hereto.  21.               
No Construction as Employment Agreement.  Nothing contained
in this Agreement shall be construed as giving Indemnitee any right to be
retained in the employ of the Company or any of its subsidiaries or to be
retained as an officer, director, employee or agent of the Company for any
period of time.  THE REMAINDER OF THIS PAGE
IS INTENTIONALLY BLANK   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.  ICG COMMUNICATIONS,
INC.   /s/Bernard L.
Zuroff By:  Bernard L. Zuroff General Counsel and Executive Vice
President   AGREED TO AND ACCEPTED BY:  /s/Timothy F.
Price Signature  Timothy F.
Price Printed Name    Exhibit
10.12 ICG COMMUNICATIONS,
INC.  INDEMNIFICATION
AND ADVANCEMENT OF EXPENSES
AGREEMENT  This Agreement ("Agreement") is entered
into as of this 17th day of March, 2003 by and between ICG Communications, Inc.,
a Delaware corporation (the "Company") and Joseph Thornton
("Indemnitee").  RECITALS  A.               
The Company and Indemnitee recognize the significant increases in the cost of
liability insurance for the Company's directors, officers, employees, agents and
fiduciaries.  B.               
The Company and Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting directors, officers, employees,
agents and fiduciaries to expensive litigation risks at the same time as the
availability and coverage of liability insurance has been severely
limited.  C.               
Indemnitee and the Company are concerned that the current protection available
to Indemnitee may prove to be inadequate under the circumstances, and Indemnitee
and other directors, officers, employees, agents and fiduciaries of the Company
may not be willing to continue to serve in such capacities without additional
protection.  D.               
The Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company and, in part, in order to
induce Indemnitee to continue to provide services to the Company, wishes to
provide for the indemnification and the advancement of expenses to Indemnitee to
the maximum extent permitted by law.  E.               
In view of the considerations set forth above, the Company desires that
Indemnitee be indemnified by the Company as set forth herein.  NOW, THEREFORE, the Company and Indemnitee hereby agree as
follows:  1.               
Indemnification.  (a)               
Indemnification.  In addition to and not in substitution for
Indemnitee's rights under the Company's Certificate of Incorporation and Bylaws,
in the event that Indemnitee was or is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other
participant in, or in the event that Indemnitee's interests are impacted by, any
threatened, pending or completed action, suit, proceeding or alternative dispute
resolution mechanism, or any hearing, formal or informal, inquiry or
investigation whether civil, criminal, administrative, investigative or other
(hereinafter a "CLAIM") by reason of (or arising out of) Indemnitee's
service as an officer, director, agent or employee of the Company, or by reason
of any action or inaction on the part of Indemnitee while serving in such
capacity (hereinafter an "INDEMNIFIABLE EVENT") the Company shall
indemnify Indemnitee to the fullest extent permitted by law against any and all
expenses (including attorneys' (both outside counsel and in-house counsel),
professionals' and experts' fees and any similar fees and all other costs,
expenses and obligations incurred in connection with investigating, defending,
being a witness in or participating in (including on appeal), or preparing to
defend, be a witness in or participate in, any such action, suit, proceeding,
alternative dispute resolution mechanism, hearing, inquiry or investigation),
judgments, fines, penalties and amounts paid in settlement (if such settlement
is approved in advance by the Company, which approval shall not be unreasonably
withheld) of such Claim and any federal, state, local or foreign taxes imposed
on Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement (collectively, hereinafter "EXPENSES"), including all
interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses.  Such payment of Expenses shall be made by the
Company as soon as practicable but in any event no later than thirty (30) days
after written demand by Indemnitee therefor is presented to the
Company.  (b)               
Reviewing Party.  Notwithstanding the foregoing, (i) the obligations
of the Company under Section 1(a) shall be subject to the condition that the
Reviewing Party (as described in Section 10(e) hereof) shall not have determined
(in a written opinion, in any case in which the Independent Legal Counsel
referred to in Section 1(c) hereof is involved) that Indemnitee would not be
permitted to be indemnified under applicable law, and (ii) the obligation of the
Company to make an advance payment of Expenses to Indemnitee pursuant to Section
2(a) (an "EXPENSE ADVANCE") shall be subject to the condition that, if,
when and to the extent that the Reviewing Party determines that Indemnitee would
not be permitted to be so indemnified under applicable law, the Company shall be
entitled to be reimbursed by Indemnitee, and Indemnitee hereby agrees to
reimburse the Company for all such amounts theretofore paid; provided, however,
that if Indemnitee has commenced or thereafter commences legal proceedings in a
court of competent jurisdiction to secure a determination that Indemnitee should
be indemnified under applicable law, any determination made by the Reviewing
Party that Indemnitee would not be permitted to be indemnified under applicable
law shall not be binding and shall be excluded from evidence and Indemnitee
shall not be required to reimburse the Company for any Expense Advance until a
final judicial determination is made with respect thereto (as to which all
rights of appeal therefrom have been exhausted or lapsed).  Indemnitee's
obligation to reimburse the Company for any Expense Advance shall be unsecured,
require no bond, and no interest shall be charged thereon.  If there has
not been a Change in Control (as defined in Section 10(c) hereof), the Reviewing
Party shall be selected by the Board of Directors and reasonably acceptable to
Indemnitee, and if there has been such a Change in Control, the Reviewing Party
shall be the Independent Legal Counsel referred to in Section 1(c) hereof. 
If there has been no determination by the Reviewing Party or if the Reviewing
Party determines that Indemnitee substantively would not be permitted to be
indemnified in whole or in part under applicable law, Indemnitee shall have the
right to commence litigation, at Indemnitee's own expense, seeking an initial
determination by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, including the legal or factual bases
therefor, and the Company hereby consents to service of process and to appear in
any such proceeding. For avoidance of doubt, the fact that there has been no
determination by the Reviewing Party is not a basis for Company to deny or avoid
indemnification of or making advance expense payments to the Indemnitee. 
Any determination by the Reviewing Party otherwise shall be conclusive and
binding on the Company and, if Indemnitee prevails, in whole or in part, in any
such litigation, then Indemnitee's costs in bringing such litigation shall be
considered Expenses subject to reimbursement hereunder. For avoidance of doubt,
the Company has no right to litigate, arbitrate or otherwise appeal or overturn
the Reviewing Party's determination.  (c)               
Change in Control. The Company agrees that, if there is a Change in
Control of the Company , then Independent Legal Counsel (as defined in Section
10(d) hereof) with respect to all matters concerning the rights of Indemnitee to
payment of Expenses and Expense Advances under this Agreement, any other
agreement or the Company's Certificate of Incorporation or Bylaws, shall be
selected by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld).  Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be permitted to be indemnified under applicable law and the
Company agrees to abide by such opinion by advancing Expenses and indemnifying
Indemnitee to the fullest extent permitted by such law.  The Company agrees
to pay the reasonable fees of the Independent Legal Counsel referred to above
and to fully indemnify such counsel against any and all expenses (including
attorneys' and other professionals' fees and expenses), claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant
hereto.  (d)               
Mandatory Payment of Expenses.  Notwithstanding any other provision
of this Agreement other than Section 9 hereof, to the extent that Indemnitee has
been successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit,
proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in
the defense of any claim, issue or matter therein, Indemnitee shall be
indemnified against all Expenses incurred by Indemnitee in connection therewith
to the fullest extent permitted and/or required by law.  2.               
Expenses; Indemnification Procedure.  (a)               
Advancement of Expenses.  The Company shall advance all Expenses
incurred by Indemnitee.  The advances to be made hereunder shall be paid by
the Company to Indemnitee as soon as practicable but in any event no later than
thirty (30) days after written demand by Indemnitee therefor to the
Company.  (b)               
Notice/Cooperation by Indemnitee.  Indemnitee shall, as a condition
precedent to Indemnitee's right to be indemnified under this Agreement, give the
Company notice in writing as soon as practicable of any Claim made against
Indemnitee for which indemnification will be sought under this Agreement,
provided, however, that unless the failure to notify causes material prejudice
to the Company, the Indemnitee's failure to notify shall not relieve Company
from its obligations to indemnify or pay expenses under this Agreement. 
Notice to the Company shall be directed to the Chief Financial Officer of the
Company at the Company's principal offices or such other address as the Company
shall designate in writing to Indemnitee.  In addition, Indemnitee shall
give the Company such non-privileged information and cooperation as it may
reasonably require and as shall be within Indemnitee's reasonable control,
provided Indemnitee shall not be required to give the Company any information in
violation of law, regulation, order or agreement of confidentiality with a third
party. Company shall notify Indemnitee in writing as soon as practicable in the
event Company becomes aware of any potential claims against Indemnitee arising
in connection with Indemnitee's service to the Company.  (c)               
No Presumptions; Burden of Proof.  For purposes of this Agreement,
the termination of any Claim by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law.  In
addition, neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not
have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under
applicable law, shall be a defense to Indemnitee's claim or create a presumption
that Indemnitee has not met any particular standard of conduct or did not have
any particular belief.  In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled by clear and convincing evidence.  (d)               
Notice to Insurers.  If, at the time of the receipt by the Company
of a notice of a Claim pursuant to Section 2(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the Company shall give
prompt notice of the commencement of such Claim to the insurer(s) in accordance
with the procedures set forth in all potentially applicable insurance
policies.  The Company shall thereafter take all necessary or desirable
action to cause such insurer(s) to pay, on behalf of Indemnitee, all amounts
payable as a result of such action, suit, proceeding, inquiry or investigation
in accordance with the terms of such policies, provided, however, that a delay
or failure by any such insurer to make such payments shall not relieve the
Company from its obligations to pay all Expenses and Expense Advances as
required by this Agreement.  (e)               
Selection of Counsel.  In the event the Company shall be obligated
hereunder to pay the Expenses or Expense Advances of any Claim, the Company
shall be entitled to assume the defense of such Claim with counsel of national
standing and appropriate expertise and approved by Indemnitee, which approval
shall not be unreasonably withheld, upon the delivery to Indemnitee of written
notice of its election so to do.  After delivery of such notice, approval
of such counsel by Indemnitee and the retention of such counsel by the Company,
the Company will not be liable to Indemnitee under this Agreement for any fees
of counsel subsequently incurred by Indemnitee with respect to the same Claim;
provided that, (i) Indemnitee shall have the right to employ Indemnitee's
counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment
of counsel by Indemnitee has been previously authorized by the Company and has
not subsequently been withdrawn, (B) Indemnitee shall have reasonably concluded
that there is a possible conflict of interest between the Company and Indemnitee
or between Indemnitee and any other director or officer or other person who is
jointly represented by the same counsel as Indemnitee in the conduct of any such
defense, or (C) the Company shall not continue to retain such counsel to defend
such Claim, then the fees and expenses of Indemnitee's counsel shall be at the
expense of the Company.  At Company's expense Indemnitee may employ counsel
to determine whether such a possible conflict exists which determination shall
bind Company. The Company shall have the right to conduct such defense as it
sees fit in its sole discretion, including the right to settle any claim against
Indemnitee without the consent of Indemnitee, provided that Company must have
Indemnitee's written consent to any such settlement if it involves any admission
of impropriety or wrongdoing by Indemnitee or imposes any obligations on
Indemnitee (financial or otherwise).  3.               
Additional Indemnification Rights; Nonexclusivity.  (a)               
Scope.  The Company hereby agrees to indemnify Indemnitee for any
Indemnifiable Event to the fullest extent permitted by law, notwithstanding that
such indemnification is not specifically authorized by the other provisions of
this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws
or by statute.  In the event of any change after the date of this Agreement
in any applicable law, statute or rule which expands the right of a Delaware
corporation to indemnify a member of its Board of Directors or an officer,
employee, agent or fiduciary, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits afforded by such
change.  In the event of any change in any applicable law, statute or rule
which narrows the right of a Delaware corporation to indemnify a member of its
Board of Directors or an officer, employee, agent or fiduciary, such change, to
the extent not otherwise required by such law, statute or rule to be applied to
this Agreement, shall have no effect on this Agreement or the parties' rights
and obligations hereunder except as set forth in Section 8(a) hereof.  (b)               
Nonexclusivity.  The indemnification and the right to advancement of
Expenses provided by this Agreement are in addition to any rights to which
Indemnitee may be entitled under the Company's Certificate of Incorporation, its
Bylaws, any agreement, any vote of shareholders or disinterested directors, the
Delaware General Corporation Act, or otherwise.  The indemnification and
the right to advancement of expenses provided by this Agreement shall continue
as to Indemnitee for any action Indemnitee took or did not take while serving in
an indemnified capacity even though Indemnitee may have ceased to serve in such
capacity.  4.               
No Duplication of Payments.  The Company shall not be liable
under this Agreement to make any payment in connection with any Claim made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any Company insurance policy, the Certificate of Incorporation,
Bylaws or otherwise) of the amounts otherwise indemnifiable
hereunder.  5.               
Partial Indemnification.  If Indemnitee is entitled under any
provision of this Agreement to indemnification or expense advancement by the
Company for some Expenses incurred in connection with a Claim, but not, however,
for all of the total amount thereof, the Company shall nevertheless indemnify
and/or advance to Indemnitee for the portion of such Expenses to which
Indemnitee is so entitled.  6.               
Mutual Acknowledgement.  Both the Company and Indemnitee
acknowledge that, in certain instances, Federal law or applicable law or public
policy may prohibit the Company from indemnifying its directors, officers,
employees, agents or fiduciaries under this Agreement or otherwise.  In
addition, Indemnitee acknowledges that the Company has provided undertakings to
the U.S. Securities and Exchange Commission to the effect that the Company will
submit the question of the appropriateness, as a matter of law and public
policy, of the indemnification of its officers, directors, agents and employees
for violations of federal securities laws to a court for its determination as a
matter of law.  7.               
Liability Insurance.  To the extent the Company maintains
liability insurance applicable to directors, officers, employees, agents or
fiduciaries, Indemnitee shall be covered by such policies in such a manner as to
provide Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company's directors, if Indemnitee is a director; or of
the Company's officers, if Indemnitee is not a director of the Company but is an
officer; or of the Company's key employees, agents or fiduciaries, if Indemnitee
is not an officer or director but is a key employee, agent or fiduciary. The
Company shall use all reasonable efforts to  maintain and keep in force the
Company's current director and officer liability insurance policies including
the current "tail" coverages (including, without limitation, the six-year tail
which provides coverage for acts committed between November 1, 2000 and October
10, 2002) provided Company shall be allowed to replace current policies with
policies issued by comparable insurance companies with coverage amounts at least
equal to the current coverages, or as otherwise agreed by Company and
Indemnitee. In the event of a change in control of the Company, Company shall
cause the successor to continue to provide comparable directors and officers
liability insurance to Indemnitee and use reasonable efforts to obtain
multi-year tail coverage.  8.               
Exceptions.  Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:  (a)               
Excluded Actions or Omissions. (i) To indemnify Indemnitee for
Indemnitee's acts, omissions or transactions for which Indemnitee may not be
indemnified under applicable law; or (ii) to indemnify Indemnitee for
Indemnitee's intentional acts or transactions in knowing violation of the
Company's policies;  (b)          Claims
Initiated by Indemnitee.  To indemnify or advance expenses to
Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee
and not by way of defense, except (i) with respect to actions or proceedings
brought to establish or enforce a right to indemnification under this Agreement
or any other agreement or insurance policy or under the Company's Certificate of
Incorporation or Bylaws now or hereafter in effect relating to Claims for
Indemnifiable Events, or (ii) in specific cases if the Board of Directors has
approved the initiation or bringing of such Claim, advance expense payment or
insurance recovery, as the case may be; or  Claims Under Section 16(b).  To indemnify Indemnitee for  the payment of
profits arising from the purchase and sale by Indemnitee of securities in
violation of Section 16(b) of the Securities Exchange Act of 1934, as amended,
or any similar successor statute.  9.               
Period of Limitations.  No legal action shall be brought and
no cause of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of one years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action within such one-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.  10.               
Construction of Certain Phrases.  (a)               
For purposes of this Agreement, references to the "Company" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees, agents or
fiduciaries, so that if Indemnitee is or was a director, officer, employee,
agent or fiduciary of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, Indemnitee shall stand in the same
position under the provisions of this Agreement with respect to the resulting or
surviving corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.  (b)               
For purposes of this Agreement, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on Indemnitee with respect to an employee benefit plan; and
references to "serving at the request of the Company" shall include any service
as a director, officer, employee, agent or fiduciary of the Company which
imposes duties on, or involves services by, such director, officer, employee,
agent or fiduciary with respect to an employee benefit plan, its participants or
its beneficiaries; and if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have
acted in a manner "not opposed to the best interests of the Company" as referred
to in this Agreement.  (c)               
For purposes of this Agreement a "Change in Control" shall be deemed to
have occurred if (i) any "person" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned directly or indirectly by the shareholders of
the Company in substantially the same proportions as their ownership of stock of
the Company, (A) who is or becomes the beneficial owner, directly or indirectly,
of securities of the Company representing 10% or more of the combined voting
power of the Company's then outstanding Voting Securities, increases his
beneficial ownership of such securities by 5% or more over the percentage so
owned by such person, or (B) becomes the "beneficial owner" (as defined
in Rule 13d-3 under said Act), directly or indirectly, of securities of the
Company representing more than 20% of the total voting power represented by the
Company's then outstanding Voting Securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the shareholders of the Company approve
a merger or consolidation of the Company with any other corporation other than a
merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the shareholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.  (d)               
For purposes of this Agreement, "Independent Legal Counsel" shall mean a
firm of attorneys of national standing with appropriate expertise, selected by
indemnitee and reasonably acceptable to Company, who is qualified to render the
opinion under applicable law and who shall not have otherwise performed services
for the Company or Indemnitee within the last five (5) years (other than with
respect to matters concerning the rights of Indemnitee under this Agreement, or
of other indemnitees under similar agreements).  (e)               
For purposes of this Agreement, a "Reviewing Party" shall mean any
appropriate person or body consisting of a member or members of the Company's
Board of Directors or any other person or body appointed by the Board of
Directors who is not a party to the particular Claim for which Indemnitee is
seeking indemnification, or Independent Legal Counsel provided, however, that
following a change of control, the Reviewing Party shall always be Independent
Legal Counsel.  (f)               
For purposes of this Agreement, "Voting Securities" shall mean any
securities of the Company that vote generally in the election of
directors.  11.               
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.  12.               
Binding Effect; Successors and Assigns.  This Agreement shall
be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs,
and personal and legal representatives.  The Company shall require and
cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part, of
the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.  This
Agreement shall continue in effect with respect to Claims relating to
Indemnifiable Events regardless of whether Indemnitee continues to serve as a
director, officer, employee, agent or fiduciary of the Company or of any other
enterprise at the Company's request.  13.               
Attorneys' Fees.  In the event that any action is instituted
by Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, the Company shall advance all Expenses incurred by Indemnitee in such
action, provided that Indemnitee shall reimburse the Company for such advanced
Expenses in the event Indemnitee does not prevail in the action.  In the
event of an action instituted by or in the name of the Company under this
Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee
shall be entitled to be paid all Expenses incurred by Indemnitee in defense of
such action (including costs and expenses incurred with respect to Indemnitee
counterclaims and cross-claims made in such action), and shall be entitled to
the advancement of Expenses with respect to such action provided that Indemnitee
shall reimburse the Company for such advanced Expenses in the event Indemnitee
does not prevail in the action.  14.               
Notice.  All notices and other communications required or
permitted hereunder shall be in writing, shall be effective when given, and
shall in any event be deemed to be given (a) five (5) days after deposit with
the U.S. Postal Service or other applicable postal service, if delivered by
first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c)
one business day after the business day of deposit with Federal Express or
similar overnight courier, freight prepaid, or (d) one day after the business
day of delivery by facsimile transmission, if delivered by facsimile
transmission, with copy by first class mail, postage prepaid, and shall be
addressed if to Indemnitee, at Indemnitee's address as set forth beneath
Indemnitee's signature to this Agreement and if to the Company at the address of
its principal corporate offices (attention: Secretary) or at such other address
as such party may designate by ten days' advance written notice to the other
party hereto.  15.               
Arbitration.  The parties shall use good faith efforts to
resolve any disputes.  Any unresolved disputes shall be submitted by
arbitration at a mutually agreed upon location in New York; provided, however,
that nothing in this Section shall restrict the right of either party to apply
to a court of competent jurisdiction for emergency relief pending final
determination of a claim by arbitration in accordance with this Section. 
All arbitration shall be conducted in accordance with the rules and regulations
of the American Arbitration Association, in force at the time of any such
dispute, by a single arbitrator selected by  Company and Indemnitee,
provided, however, that in the event Company and Indemnitee are unable to agree
upon an arbitrator, the arbitration shall be conducted by a panel of three (3)
arbitrators , one (1) selected by Company , one (1) selected by Indemnitee, and
the third (3rd) selected by the other two (2) arbitrators.  The decision of
the arbitrator(s), based upon written findings of fact and conclusions of law,
shall be binding upon the parties; and judgment in accordance with that decision
may be entered in any court having jurisdiction thereof.  In no event shall
the arbitrator(s) be authorized to grant any punitive, incidental or
consequential damages of any nature or kind whatsoever.  16.               
Severability.  The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable, and the
remaining provisions shall remain enforceable to the fullest extent permitted by
law.  Furthermore, to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of this Agreement
containing any provision held to be invalid, void or otherwise unenforceable,
that is not itself invalid, void or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.  17.               
Choice of Law.  This Agreement shall be governed by and its
provisions construed and enforced in accordance with the laws of the State of
Delaware, as applied to contracts between Colorado residents, entered into and
to be performed entirely within the State of Colorado, without regard to the
conflict of laws principles thereof.  18.               
Subrogation.  In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.  19.               
Amendment and Termination.  No amendment, modification,
termination or cancellation of this Agreement shall be effective unless it is in
writing signed by both the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.  20.               
Integration and Entire Agreement.  This Agreement sets forth
the entire understanding between the parties hereto and supersedes and merges
all previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties
hereto.  21.               
No Construction as Employment Agreement.  Nothing contained
in this Agreement shall be construed as giving Indemnitee any right to be
retained in the employ of the Company or any of its subsidiaries or to be
retained as an officer, director, employee or agent of the Company for any
period of time.  THE REMAINDER OF THIS PAGE
IS INTENTIONALLY BLANK  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.  ICG COMMUNICATIONS,
INC.   /s/Bernard L.
Zuroff By:  Bernard L. Zuroff General Counsel and Executive Vice
President   AGREED TO AND ACCEPTED BY:  /s/Joseph R.
Thornton Signature  Joseph R.
Thornton Printed Name    Exhibit
10.13 ICG COMMUNICATIONS,
INC.  INDEMNIFICATION
AND ADVANCEMENT OF EXPENSES
AGREEMENT  This Agreement ("Agreement") is entered
into as of this 17th day of March, 2003 by and between ICG Communications, Inc.,
a Delaware corporation (the "Company") and John Scarpati
("Indemnitee").  RECITALS  A.               
The Company and Indemnitee recognize the significant increases in the cost of
liability insurance for the Company's directors, officers, employees, agents and
fiduciaries.  B.               
The Company and Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting directors, officers, employees,
agents and fiduciaries to expensive litigation risks at the same time as the
availability and coverage of liability insurance has been severely
limited.  C.               
Indemnitee and the Company are concerned that the current protection available
to Indemnitee may prove to be inadequate under the circumstances, and Indemnitee
and other directors, officers, employees, agents and fiduciaries of the Company
may not be willing to continue to serve in such capacities without additional
protection.  D.               
The Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company and, in part, in order to
induce Indemnitee to continue to provide services to the Company, wishes to
provide for the indemnification and the advancement of expenses to Indemnitee to
the maximum extent permitted by law.  E.               
In view of the considerations set forth above, the Company desires that
Indemnitee be indemnified by the Company as set forth herein.  NOW, THEREFORE, the Company and Indemnitee hereby agree as
follows:  1.               
Indemnification.  (a)               
Indemnification.  In addition to and not in substitution for
Indemnitee's rights under the Company's Certificate of Incorporation and Bylaws,
in the event that Indemnitee was or is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other
participant in, or in the event that Indemnitee's interests are impacted by, any
threatened, pending or completed action, suit, proceeding or alternative dispute
resolution mechanism, or any hearing, formal or informal, inquiry or
investigation whether civil, criminal, administrative, investigative or other
(hereinafter a "CLAIM") by reason of (or arising out of) Indemnitee's
service as an officer, director, agent or employee of the Company, or by reason
of any action or inaction on the part of Indemnitee while serving in such
capacity (hereinafter an "INDEMNIFIABLE EVENT") the Company shall
indemnify Indemnitee to the fullest extent permitted by law against any and all
expenses (including attorneys' (both outside counsel and in-house counsel),
professionals' and experts' fees and any similar fees and all other costs,
expenses and obligations incurred in connection with investigating, defending,
being a witness in or participating in (including on appeal), or preparing to
defend, be a witness in or participate in, any such action, suit, proceeding,
alternative dispute resolution mechanism, hearing, inquiry or investigation),
judgments, fines, penalties and amounts paid in settlement (if such settlement
is approved in advance by the Company, which approval shall not be unreasonably
withheld) of such Claim and any federal, state, local or foreign taxes imposed
on Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement (collectively, hereinafter "EXPENSES"), including all
interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses.  Such payment of Expenses shall be made by the
Company as soon as practicable but in any event no later than thirty (30) days
after written demand by Indemnitee therefor is presented to the
Company.  (b)               
Reviewing Party.  Notwithstanding the foregoing, (i) the obligations
of the Company under Section 1(a) shall be subject to the condition that the
Reviewing Party (as described in Section 10(e) hereof) shall not have determined
(in a written opinion, in any case in which the Independent Legal Counsel
referred to in Section 1(c) hereof is involved) that Indemnitee would not be
permitted to be indemnified under applicable law, and (ii) the obligation of the
Company to make an advance payment of Expenses to Indemnitee pursuant to Section
2(a) (an "EXPENSE ADVANCE") shall be subject to the condition that, if,
when and to the extent that the Reviewing Party determines that Indemnitee would
not be permitted to be so indemnified under applicable law, the Company shall be
entitled to be reimbursed by Indemnitee, and Indemnitee hereby agrees to
reimburse the Company for all such amounts theretofore paid; provided, however,
that if Indemnitee has commenced or thereafter commences legal proceedings in a
court of competent jurisdiction to secure a determination that Indemnitee should
be indemnified under applicable law, any determination made by the Reviewing
Party that Indemnitee would not be permitted to be indemnified under applicable
law shall not be binding and shall be excluded from evidence and Indemnitee
shall not be required to reimburse the Company for any Expense Advance until a
final judicial determination is made with respect thereto (as to which all
rights of appeal therefrom have been exhausted or lapsed).  Indemnitee's
obligation to reimburse the Company for any Expense Advance shall be unsecured,
require no bond, and no interest shall be charged thereon.  If there has
not been a Change in Control (as defined in Section 10(c) hereof), the Reviewing
Party shall be selected by the Board of Directors and reasonably acceptable to
Indemnitee, and if there has been such a Change in Control , the Reviewing Party
shall be the Independent Legal Counsel referred to in Section 1(c) hereof. 
If there has been no determination by the Reviewing Party or if the Reviewing
Party determines that Indemnitee substantively would not be permitted to be
indemnified in whole or in part under applicable law, Indemnitee shall have the
right to commence litigation, at Indemnitee's own expense, seeking an initial
determination by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, including the legal or factual bases
therefor, and the Company hereby consents to service of process and to appear in
any such proceeding. For avoidance of doubt, the fact that there has been no
determination by the Reviewing Party is not a basis for Company to deny or avoid
indemnification of or making advance expense payments to the Indemnitee. 
Any determination by the Reviewing Party otherwise shall be conclusive and
binding on the Company and, if Indemnitee prevails, in whole or in part, in any
such litigation, then Indemnitee's costs in bringing such litigation shall be
considered Expenses subject to reimbursement hereunder. For avoidance of doubt,
the Company has no right to litigate, arbitrate or otherwise appeal or overturn
the Reviewing Party's determination.  (c)               
Change in Control. The Company agrees that, if there is a Change in
Control of the Company , then Independent Legal Counsel (as defined in Section
10(d) hereof) with respect to all matters concerning the rights of Indemnitee to
payment of Expenses and Expense Advances under this Agreement, any other
agreement or the Company's Certificate of Incorporation or Bylaws, shall be
selected by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld).  Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be permitted to be indemnified under applicable law and the
Company agrees to abide by such opinion by advancing Expenses and indemnifying
Indemnitee to the fullest extent permitted by such law.  The Company agrees
to pay the reasonable fees of the Independent Legal Counsel referred to above
and to fully indemnify such counsel against any and all expenses (including
attorneys' and other professionals' fees and expenses), claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant
hereto.  (d)               
Mandatory Payment of Expenses.  Notwithstanding any other provision
of this Agreement other than Section 9 hereof, to the extent that Indemnitee has
been successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit,
proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in
the defense of any claim, issue or matter therein, Indemnitee shall be
indemnified against all Expenses incurred by Indemnitee in connection therewith
to the fullest extent permitted and/or required by law.  2.               
Expenses; Indemnification Procedure.  (a)               
Advancement of Expenses.  The Company shall advance all Expenses
incurred by Indemnitee.  The advances to be made hereunder shall be paid by
the Company to Indemnitee as soon as practicable but in any event no later than
thirty (30) days after written demand by Indemnitee therefor to the
Company.  (b)               
Notice/Cooperation by Indemnitee.  Indemnitee shall, as a condition
precedent to Indemnitee's right to be indemnified under this Agreement, give the
Company notice in writing as soon as practicable of any Claim made against
Indemnitee for which indemnification will be sought under this Agreement,
provided, however, that unless the failure to notify causes material prejudice
to the Company, the Indemnitee's failure to notify shall not relieve Company
from its obligations to indemnify or pay expenses under this Agreement. 
Notice to the Company shall be directed to the Chief Financial Officer of the
Company at the Company's principal offices or such other address as the Company
shall designate in writing to Indemnitee.  In addition, Indemnitee shall
give the Company such non-privileged information and cooperation as it may
reasonably require and as shall be within Indemnitee's reasonable control,
provided Indemnitee shall not be required to give the Company any information in
violation of law, regulation, order or agreement of confidentiality with a third
party. Company shall notify Indemnitee in writing as soon as practicable in the
event Company becomes aware of any potential claims against Indemnitee arising
in connection with Indemnitee's service to the Company.  (c)               
No Presumptions; Burden of Proof.  For purposes of this Agreement,
the termination of any Claim by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law.  In
addition, neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not
have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under
applicable law, shall be a defense to Indemnitee's claim or create a presumption
that Indemnitee has not met any particular standard of conduct or did not have
any particular belief.  In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled by clear and convincing evidence.  (d)               
Notice to Insurers.  If, at the time of the receipt by the Company
of a notice of a Claim pursuant to Section 2(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the Company shall give
prompt notice of the commencement of such Claim to the insurer(s) in accordance
with the procedures set forth in all potentially applicable insurance
policies.  The Company shall thereafter take all necessary or desirable
action to cause such insurer(s) to pay, on behalf of Indemnitee, all amounts
payable as a result of such action, suit, proceeding, inquiry or investigation
in accordance with the terms of such policies, provided, however, that a delay
or failure by any such insurer to make such payments shall not relieve the
Company from its obligations to pay all Expenses and Expense Advances as
required by this Agreement.  (e)               
Selection of Counsel.  In the event the Company shall be obligated
hereunder to pay the Expenses or Expense Advances of any Claim, the Company
shall be entitled to assume the defense of such Claim with counsel of national
standing and appropriate expertise and approved by Indemnitee, which approval
shall not be unreasonably withheld, upon the delivery to Indemnitee of written
notice of its election so to do.  After delivery of such notice, approval
of such counsel by Indemnitee and the retention of such counsel by the Company,
the Company will not be liable to Indemnitee under this Agreement for any fees
of counsel subsequently incurred by Indemnitee with respect to the same Claim;
provided that, (i) Indemnitee shall have the right to employ Indemnitee's
counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment
of counsel by Indemnitee has been previously authorized by the Company and has
not subsequently been withdrawn, (B) Indemnitee shall have reasonably concluded
that there is a possible conflict of interest between the Company and Indemnitee
or between Indemnitee and any other director or officer or other person who is
jointly represented by the same counsel as Indemnitee in the conduct of any such
defense, or (C) the Company shall not continue to retain such counsel to defend
such Claim, then the fees and expenses of Indemnitee's counsel shall be at the
expense of the Company.  At Company's expense Indemnitee may employ counsel
to determine whether such a possible conflict exists which determination shall
bind Company. The Company shall have the right to conduct such defense as it
sees fit in its sole discretion, including the right to settle any claim against
Indemnitee without the consent of Indemnitee, provided that Company must have
Indemnitee's written consent to any such settlement if it involves any admission
of impropriety or wrongdoing by Indemnitee or imposes any obligations on
Indemnitee (financial or otherwise).  3.               
Additional Indemnification Rights; Nonexclusivity.  (a)               
Scope.  The Company hereby agrees to indemnify Indemnitee for any
Indemnifiable Event to the fullest extent permitted by law, notwithstanding that
such indemnification is not specifically authorized by the other provisions of
this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws
or by statute.  In the event of any change after the date of this Agreement
in any applicable law, statute or rule which expands the right of a Delaware
corporation to indemnify a member of its Board of Directors or an officer,
employee, agent or fiduciary, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits afforded by such
change.  In the event of any change in any applicable law, statute or rule
which narrows the right of a Delaware corporation to indemnify a member of its
Board of Directors or an officer, employee, agent or fiduciary, such change, to
the extent not otherwise required by such law, statute or rule to be applied to
this Agreement, shall have no effect on this Agreement or the parties' rights
and obligations hereunder except as set forth in Section 8(a) hereof.  (b)               
Nonexclusivity.  The indemnification and the right to advancement of
Expenses provided by this Agreement are in addition to any rights to which
Indemnitee may be entitled under the Company's Certificate of Incorporation, its
Bylaws, any agreement, any vote of shareholders or disinterested directors, the
Delaware General Corporation Act, or otherwise.  The indemnification and
the right to advancement of expenses provided by this Agreement shall continue
as to Indemnitee for any action Indemnitee took or did not take while serving in
an indemnified capacity even though Indemnitee may have ceased to serve in such
capacity.  4.               
No Duplication of Payments.  The Company shall not be liable
under this Agreement to make any payment in connection with any Claim made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any Company insurance policy, the Certificate of Incorporation,
Bylaws or otherwise) of the amounts otherwise indemnifiable
hereunder.  5.               
Partial Indemnification.  If Indemnitee is entitled under any
provision of this Agreement to indemnification or expense advancement by the
Company for some Expenses incurred in connection with a Claim, but not, however,
for all of the total amount thereof, the Company shall nevertheless indemnify
and/or advance to Indemnitee for the portion of such Expenses to which
Indemnitee is so entitled.  6.               
Mutual Acknowledgement.  Both the Company and Indemnitee
acknowledge that, in certain instances, Federal law or applicable law or public
policy may prohibit the Company from indemnifying its directors, officers,
employees, agents or fiduciaries under this Agreement or otherwise.  In
addition, Indemnitee acknowledges that the Company has provided undertakings to
the U.S. Securities and Exchange Commission to the effect that the Company will
submit the question of the appropriateness, as a matter of law and public
policy, of the indemnification of its officers, directors, agents and employees
for violations of federal securities laws to a court for its determination as a
matter of law.  7.               
Liability Insurance.  To the extent the Company maintains
liability insurance applicable to directors, officers, employees, agents or
fiduciaries, Indemnitee shall be covered by such policies in such a manner as to
provide Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company's directors, if Indemnitee is a director; or of
the Company's officers, if Indemnitee is not a director of the Company but is an
officer; or of the Company's key employees, agents or fiduciaries, if Indemnitee
is not an officer or director but is a key employee, agent or fiduciary. The
Company shall use all reasonable efforts to  maintain and keep in force the
Company's current director and officer liability insurance policies including
the current "tail" coverages (including, without limitation, the six-year tail
which provides coverage for acts committed between November 1, 2000 and October
10, 2002) provided Company shall be allowed to replace current policies with
policies issued by comparable insurance companies with coverage amounts at least
equal to the current coverages, or as otherwise agreed by Company and
Indemnitee. In the event of a change in control of the Company, Company shall
cause the successor to continue to provide comparable directors and officers
liability insurance to Indemnitee and use reasonable efforts to obtain
multi-year tail coverage.  8.               
Exceptions.  Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:  (a)               
Excluded Actions or Omissions. (i) To indemnify Indemnitee for
Indemnitee's acts, omissions or transactions for which Indemnitee may not be
indemnified under applicable law; or (ii) to indemnify Indemnitee for
Indemnitee's intentional acts or transactions in knowing violation of the
Company's policies;  (b)          Claims
Initiated by Indemnitee.  To indemnify or advance expenses to
Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee
and not by way of defense, except (i) with respect to actions or proceedings
brought to establish or enforce a right to indemnification under this Agreement
or any other agreement or insurance policy or under the Company's Certificate of
Incorporation or Bylaws now or hereafter in effect relating to Claims for
Indemnifiable Events, or (ii) in specific cases if the Board of Directors has
approved the initiation or bringing of such Claim, advance expense payment or
insurance recovery, as the case may be; or  Claims Under Section 16(b).  To indemnify Indemnitee for  the payment of
profits arising from the purchase and sale by Indemnitee of securities in
violation of Section 16(b) of the Securities Exchange Act of 1934, as amended,
or any similar successor statute.  9.               
Period of Limitations.  No legal action shall be brought and
no cause of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of one years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action within such one-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.  10.               
Construction of Certain Phrases.  (a)               
For purposes of this Agreement, references to the "Company" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees, agents or
fiduciaries, so that if Indemnitee is or was a director, officer, employee,
agent or fiduciary of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, Indemnitee shall stand in the same
position under the provisions of this Agreement with respect to the resulting or
surviving corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.  (b)               
For purposes of this Agreement, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on Indemnitee with respect to an employee benefit plan; and
references to "serving at the request of the Company" shall include any service
as a director, officer, employee, agent or fiduciary of the Company which
imposes duties on, or involves services by, such director, officer, employee,
agent or fiduciary with respect to an employee benefit plan, its participants or
its beneficiaries; and if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have
acted in a manner "not opposed to the best interests of the Company" as referred
to in this Agreement.  (c)               
For purposes of this Agreement a "Change in Control" shall be deemed to
have occurred if (i) any "person" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned directly or indirectly by the shareholders of
the Company in substantially the same proportions as their ownership of stock of
the Company, (A) who is or becomes the beneficial owner, directly or indirectly,
of securities of the Company representing 10% or more of the combined voting
power of the Company's then outstanding Voting Securities, increases his
beneficial ownership of such securities by 5% or more over the percentage so
owned by such person, or (B) becomes the "beneficial owner" (as defined
in Rule 13d-3 under said Act), directly or indirectly, of securities of the
Company representing more than 20% of the total voting power represented by the
Company's then outstanding Voting Securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the shareholders of the Company approve
a merger or consolidation of the Company with any other corporation other than a
merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the shareholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.  (d)               
For purposes of this Agreement, "Independent Legal Counsel" shall mean a
firm of attorneys of national standing with appropriate expertise, selected by
indemnitee and reasonably acceptable to Company, who is qualified to render the
opinion under applicable law and who shall not have otherwise performed services
for the Company or Indemnitee within the last five (5) years (other than with
respect to matters concerning the rights of Indemnitee under this Agreement, or
of other indemnitees under similar agreements).  (e)               
For purposes of this Agreement, a "Reviewing Party" shall mean any
appropriate person or body consisting of a member or members of the Company's
Board of Directors or any other person or body appointed by the Board of
Directors who is not a party to the particular Claim for which Indemnitee is
seeking indemnification, or Independent Legal Counsel provided, however, that
following a change of control, the Reviewing Party shall always be Independent
Legal Counsel.  (f)               
For purposes of this Agreement, "Voting Securities" shall mean any
securities of the Company that vote generally in the election of
directors.  11.               
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.  12.               
Binding Effect; Successors and Assigns.  This Agreement shall
be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs,
and personal and legal representatives.  The Company shall require and
cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part, of
the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.  This
Agreement shall continue in effect with respect to Claims relating to
Indemnifiable Events regardless of whether Indemnitee continues to serve as a
director, officer, employee, agent or fiduciary of the Company or of any other
enterprise at the Company's request.  13.               
Attorneys' Fees.  In the event that any action is instituted
by Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, the Company shall advance all Expenses incurred by Indemnitee in such
action, provided that Indemnitee shall reimburse the Company for such advanced
Expenses in the event Indemnitee does not prevail in the action.  In the
event of an action instituted by or in the name of the Company under this
Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee
shall be entitled to be paid all Expenses incurred by Indemnitee in defense of
such action (including costs and expenses incurred with respect to Indemnitee
counterclaims and cross-claims made in such action), and shall be entitled to
the advancement of Expenses with respect to such action provided that Indemnitee
shall reimburse the Company for such advanced Expenses in the event Indemnitee
does not prevail in the action.  14.               
Notice.  All notices and other communications required or
permitted hereunder shall be in writing, shall be effective when given, and
shall in any event be deemed to be given (a) five (5) days after deposit with
the U.S. Postal Service or other applicable postal service, if delivered by
first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c)
one business day after the business day of deposit with Federal Express or
similar overnight courier, freight prepaid, or (d) one day after the business
day of delivery by facsimile transmission, if delivered by facsimile
transmission, with copy by first class mail, postage prepaid, and shall be
addressed if to Indemnitee, at Indemnitee's address as set forth beneath
Indemnitee's signature to this Agreement and if to the Company at the address of
its principal corporate offices (attention: Secretary) or at such other address
as such party may designate by ten days' advance written notice to the other
party hereto.  15.               
Arbitration.  The parties shall use good faith efforts to
resolve any disputes.  Any unresolved disputes shall be submitted by
arbitration at a mutually agreed upon location in New York; provided, however,
that nothing in this Section shall restrict the right of either party to apply
to a court of competent jurisdiction for emergency relief pending final
determination of a claim by arbitration in accordance with this Section. 
All arbitration shall be conducted in accordance with the rules and regulations
of the American Arbitration Association, in force at the time of any such
dispute, by a single arbitrator selected by  Company and Indemnitee,
provided, however, that in the event Company and Indemnitee are unable to agree
upon an arbitrator, the arbitration shall be conducted by a panel of three (3)
arbitrators , one (1) selected by Company , one (1) selected by Indemnitee, and
the third (3rd) selected by the other two (2) arbitrators.  The decision of
the arbitrator(s), based upon written findings of fact and conclusions of law,
shall be binding upon the parties; and judgment in accordance with that decision
may be entered in any court having jurisdiction thereof.  In no event shall
the arbitrator(s) be authorized to grant any punitive, incidental or
consequential damages of any nature or kind whatsoever.  16.               
Severability.  The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable, and the
remaining provisions shall remain enforceable to the fullest extent permitted by
law.  Furthermore, to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of this Agreement
containing any provision held to be invalid, void or otherwise unenforceable,
that is not itself invalid, void or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.  17.               
Choice of Law.  This Agreement shall be governed by and its
provisions construed and enforced in accordance with the laws of the State of
Delaware, as applied to contracts between Colorado residents, entered into and
to be performed entirely within the State of Colorado, without regard to the
conflict of laws principles thereof.  18.               
Subrogation.  In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.  19.               
Amendment and Termination.  No amendment, modification,
termination or cancellation of this Agreement shall be effective unless it is in
writing signed by both the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.  20.               
Integration and Entire Agreement.  This Agreement sets forth
the entire understanding between the parties hereto and supersedes and merges
all previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties
hereto.  21.               
No Construction as Employment Agreement.  Nothing contained
in this Agreement shall be construed as giving Indemnitee any right to be
retained in the employ of the Company or any of its subsidiaries or to be
retained as an officer, director, employee or agent of the Company for any
period of time.  THE REMAINDER OF THIS PAGE
IS INTENTIONALLY BLANK  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.  ICG COMMUNICATIONS,
INC.   /s/Bernard L.
Zuroff By:  Bernard L. Zuroff General Counsel and Executive Vice
President   AGREED TO AND ACCEPTED BY:  /s/John A.
Scarpati Signature  John A. Scarpati Printed Name   Exhibit
10.14 ICG COMMUNICATIONS,
INC.  INDEMNIFICATION
AND ADVANCEMENT OF EXPENSES
AGREEMENT  This Agreement ("Agreement") is entered
into as of this 17 day of March, 2003 by and between ICG Communications, Inc., a
Delaware corporation (the "Company") and Randall Curran
("Indemnitee").  RECITALS  A.               
The Company and Indemnitee recognize the significant increases in the cost of
liability insurance for the Company's directors, officers, employees, agents and
fiduciaries.  B.               
The Company and Indemnitee further recognize the substantial increase in
corporate litigation in general, subjecting directors, officers, employees,
agents and fiduciaries to expensive litigation risks at the same time as the
availability and coverage of liability insurance has been severely
limited.  C.               
Indemnitee and the Company are concerned that the current protection available
to Indemnitee may prove to be inadequate under the circumstances, and Indemnitee
and other directors, officers, employees, agents and fiduciaries of the Company
may not be willing to continue to serve in such capacities without additional
protection.  D.               
The Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company and, in part, in order to
induce Indemnitee to continue to provide services to the Company, wishes to
provide for the indemnification and the advancement of expenses to Indemnitee to
the maximum extent permitted by law.  E.               
In view of the considerations set forth above, the Company desires that
Indemnitee be indemnified by the Company as set forth herein.  NOW, THEREFORE, the Company and Indemnitee hereby agree as
follows:  1.               
Indemnification.  (a)               
Indemnification.  In addition to and not in substitution for
Indemnitee's rights under the Company's Certificate of Incorporation and Bylaws,
in the event that Indemnitee was or is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other
participant in, or in the event that Indemnitee's interests are impacted by, any
threatened, pending or completed action, suit, proceeding or alternative dispute
resolution mechanism, or any hearing, formal or informal, inquiry or
investigation whether civil, criminal, administrative, investigative or other
(hereinafter a "CLAIM") by reason of (or arising out of) Indemnitee's
service as an officer, director, agent or employee of the Company, or by reason
of any action or inaction on the part of Indemnitee while serving in such
capacity (hereinafter an "INDEMNIFIABLE EVENT") the Company shall
indemnify Indemnitee to the fullest extent permitted by law against any and all
expenses (including attorneys' (both outside counsel and in-house counsel),
professionals' and experts' fees and any similar fees and all other costs,
expenses and obligations incurred in connection with investigating, defending,
being a witness in or participating in (including on appeal), or preparing to
defend, be a witness in or participate in, any such action, suit, proceeding,
alternative dispute resolution mechanism, hearing, inquiry or investigation),
judgments, fines, penalties and amounts paid in settlement (if such settlement
is approved in advance by the Company, which approval shall not be unreasonably
withheld) of such Claim and any federal, state, local or foreign taxes imposed
on Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement (collectively, hereinafter "EXPENSES"), including all
interest, assessments and other charges paid or payable in connection with or in
respect of such Expenses.  Such payment of Expenses shall be made by the
Company as soon as practicable but in any event no later than thirty (30) days
after written demand by Indemnitee therefor is presented to the
Company.  (b)               
Reviewing Party.  Notwithstanding the foregoing, (i) the obligations
of the Company under Section 1(a) shall be subject to the condition that the
Reviewing Party (as described in Section 10(e) hereof) shall not have determined
(in a written opinion, in any case in which the Independent Legal Counsel
referred to in Section 1(c) hereof is involved) that Indemnitee would not be
permitted to be indemnified under applicable law, and (ii) the obligation of the
Company to make an advance payment of Expenses to Indemnitee pursuant to Section
2(a) (an "EXPENSE ADVANCE") shall be subject to the condition that, if,
when and to the extent that the Reviewing Party determines that Indemnitee would
not be permitted to be so indemnified under applicable law, the Company shall be
entitled to be reimbursed by Indemnitee, and Indemnitee hereby agrees to
reimburse the Company for all such amounts theretofore paid; provided, however,
that if Indemnitee has commenced or thereafter commences legal proceedings in a
court of competent jurisdiction to secure a determination that Indemnitee should
be indemnified under applicable law, any determination made by the Reviewing
Party that Indemnitee would not be permitted to be indemnified under applicable
law shall not be binding and shall be excluded from evidence and Indemnitee
shall not be required to reimburse the Company for any Expense Advance until a
final judicial determination is made with respect thereto (as to which all
rights of appeal therefrom have been exhausted or lapsed).  Indemnitee's
obligation to reimburse the Company for any Expense Advance shall be unsecured,
require no bond, and no interest shall be charged thereon.  If there has
not been a Change in Control (as defined in Section 10(c) hereof), the Reviewing
Party shall be selected by the Board of Directors and reasonably acceptable to
Indemnitee, and if there has been such a Change in Control, the Reviewing Party
shall be the Independent Legal Counsel referred to in Section 1(c) hereof. 
If there has been no determination by the Reviewing Party or if the Reviewing
Party determines that Indemnitee substantively would not be permitted to be
indemnified in whole or in part under applicable law, Indemnitee shall have the
right to commence litigation, at Indemnitee's own expense, seeking an initial
determination by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, including the legal or factual bases
therefor, and the Company hereby consents to service of process and to appear in
any such proceeding. For avoidance of doubt, the fact that there has been no
determination by the Reviewing Party is not a basis for Company to deny or avoid
indemnification of or making advance expense payments to the Indemnitee. 
Any determination by the Reviewing Party otherwise shall be conclusive and
binding on the Company and, if Indemnitee prevails, in whole or in part, in any
such litigation, then Indemnitee's costs in bringing such litigation shall be
considered Expenses subject to reimbursement hereunder. For avoidance of doubt,
the Company has no right to litigate, arbitrate or otherwise appeal or overturn
the Reviewing Party's determination.  (c)               
Change in Control. The Company agrees that, if there is a Change in
Control of the Company , then Independent Legal Counsel (as defined in Section
10(d) hereof) with respect to all matters concerning the rights of Indemnitee to
payment of Expenses and Expense Advances under this Agreement, any other
agreement or the Company's Certificate of Incorporation or Bylaws, shall be
selected by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld).  Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be permitted to be indemnified under applicable law and the
Company agrees to abide by such opinion by advancing Expenses and indemnifying
Indemnitee to the fullest extent permitted by such law.  The Company agrees
to pay the reasonable fees of the Independent Legal Counsel referred to above
and to fully indemnify such counsel against any and all expenses (including
attorneys' and other professionals' fees and expenses), claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant
hereto.  (d)               
Mandatory Payment of Expenses.  Notwithstanding any other provision
of this Agreement other than Section 9 hereof, to the extent that Indemnitee has
been successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, in defense of any action, suit,
proceeding, inquiry or investigation referred to in Section (1)(a) hereof or in
the defense of any claim, issue or matter therein, Indemnitee shall be
indemnified against all Expenses incurred by Indemnitee in connection therewith
to the fullest extent permitted and/or required by law.  2.               
Expenses; Indemnification Procedure.  (a)               
Advancement of Expenses.  The Company shall advance all Expenses
incurred by Indemnitee.  The advances to be made hereunder shall be paid by
the Company to Indemnitee as soon as practicable but in any event no later than
thirty (30) days after written demand by Indemnitee therefor to the
Company.  (b)               
Notice/Cooperation by Indemnitee.  Indemnitee shall, as a condition
precedent to Indemnitee's right to be indemnified under this Agreement, give the
Company notice in writing as soon as practicable of any Claim made against
Indemnitee for which indemnification will be sought under this Agreement,
provided, however, that unless the failure to notify causes material prejudice
to the Company, the Indemnitee's failure to notify shall not relieve Company
from its obligations to indemnify or pay expenses under this Agreement. 
Notice to the Company shall be directed to the Chief Financial Officer of the
Company at the Company's principal offices or such other address as the Company
shall designate in writing to Indemnitee.  In addition, Indemnitee shall
give the Company such non-privileged information and cooperation as it may
reasonably require and as shall be within Indemnitee's reasonable control,
provided Indemnitee shall not be required to give the Company any information in
violation of law, regulation, order or agreement of confidentiality with a third
party. Company shall notify Indemnitee in writing as soon as practicable in the
event Company becomes aware of any potential claims against Indemnitee arising
in connection with Indemnitee's service to the Company.  (c)               
No Presumptions; Burden of Proof.  For purposes of this Agreement,
the termination of any Claim by judgment, order, settlement (whether with or
without court approval) or conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by applicable law.  In
addition, neither the failure of the Reviewing Party to have made a
determination as to whether Indemnitee has met any particular standard of
conduct or had any particular belief, nor an actual determination by the
Reviewing Party that Indemnitee has not met such standard of conduct or did not
have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under
applicable law, shall be a defense to Indemnitee's claim or create a presumption
that Indemnitee has not met any particular standard of conduct or did not have
any particular belief.  In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled by clear and convincing evidence.  (d)               
Notice to Insurers.  If, at the time of the receipt by the Company
of a notice of a Claim pursuant to Section 2(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the Company shall give
prompt notice of the commencement of such Claim to the insurer(s) in accordance
with the procedures set forth in all potentially applicable insurance
policies.  The Company shall thereafter take all necessary or desirable
action to cause such insurer(s) to pay, on behalf of Indemnitee, all amounts
payable as a result of such action, suit, proceeding, inquiry or investigation
in accordance with the terms of such policies, provided, however, that a delay
or failure by any such insurer to make such payments shall not relieve the
Company from its obligations to pay all Expenses and Expense Advances as
required by this Agreement.  (e)               
Selection of Counsel.  In the event the Company shall be obligated
hereunder to pay the Expenses or Expense Advances of any Claim, the Company
shall be entitled to assume the defense of such Claim with counsel of national
standing and appropriate expertise and approved by Indemnitee, which approval
shall not be unreasonably withheld, upon the delivery to Indemnitee of written
notice of its election so to do.  After delivery of such notice, approval
of such counsel by Indemnitee and the retention of such counsel by the Company,
the Company will not be liable to Indemnitee under this Agreement for any fees
of counsel subsequently incurred by Indemnitee with respect to the same Claim;
provided that, (i) Indemnitee shall have the right to employ Indemnitee's
counsel in any such Claim at Indemnitee's expense and (ii) if (A) the employment
of counsel by Indemnitee has been previously authorized by the Company and has
not subsequently been withdrawn, (B) Indemnitee shall have reasonably concluded
that there is a possible conflict of interest between the Company and Indemnitee
or between Indemnitee and any other director or officer or other person who is
jointly represented by the same counsel as Indemnitee in the conduct of any such
defense, or (C) the Company shall not continue to retain such counsel to defend
such Claim, then the fees and expenses of Indemnitee's counsel shall be at the
expense of the Company.  At Company's expense Indemnitee may employ counsel
to determine whether such a possible conflict exists which determination shall
bind Company. The Company shall have the right to conduct such defense as it
sees fit in its sole discretion, including the right to settle any claim against
Indemnitee without the consent of Indemnitee, provided that Company must have
Indemnitee's written consent to any such settlement if it involves any admission
of impropriety or wrongdoing by Indemnitee or imposes any obligations on
Indemnitee (financial or otherwise).  3.               
Additional Indemnification Rights; Nonexclusivity.  (a)               
Scope.  The Company hereby agrees to indemnify Indemnitee for any
Indemnifiable Event to the fullest extent permitted by law, notwithstanding that
such indemnification is not specifically authorized by the other provisions of
this Agreement, the Company's Certificate of Incorporation, the Company's Bylaws
or by statute.  In the event of any change after the date of this Agreement
in any applicable law, statute or rule which expands the right of a Delaware
corporation to indemnify a member of its Board of Directors or an officer,
employee, agent or fiduciary, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits afforded by such
change.  In the event of any change in any applicable law, statute or rule
which narrows the right of a Delaware corporation to indemnify a member of its
Board of Directors or an officer, employee, agent or fiduciary, such change, to
the extent not otherwise required by such law, statute or rule to be applied to
this Agreement, shall have no effect on this Agreement or the parties' rights
and obligations hereunder except as set forth in Section 8(a) hereof.  (b)               
Nonexclusivity.  The indemnification and the right to advancement of
Expenses provided by this Agreement are in addition to any rights to which
Indemnitee may be entitled under the Company's Certificate of Incorporation, its
Bylaws, any agreement, any vote of shareholders or disinterested directors, the
Delaware General Corporation Act, or otherwise.  The indemnification and
the right to advancement of expenses provided by this Agreement shall continue
as to Indemnitee for any action Indemnitee took or did not take while serving in
an indemnified capacity even though Indemnitee may have ceased to serve in such
capacity.  4.               
No Duplication of Payments.  The Company shall not be liable
under this Agreement to make any payment in connection with any Claim made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any Company insurance policy, the Certificate of Incorporation,
Bylaws or otherwise) of the amounts otherwise indemnifiable
hereunder.  5.               
Partial Indemnification.  If Indemnitee is entitled under any
provision of this Agreement to indemnification or expense advancement by the
Company for some Expenses incurred in connection with a Claim, but not, however,
for all of the total amount thereof, the Company shall nevertheless indemnify
and/or advance to Indemnitee for the portion of such Expenses to which
Indemnitee is so entitled.  6.               
Mutual Acknowledgement.  Both the Company and Indemnitee
acknowledge that, in certain instances, Federal law or applicable law or public
policy may prohibit the Company from indemnifying its directors, officers,
employees, agents or fiduciaries under this Agreement or otherwise.  In
addition, Indemnitee acknowledges that the Company has provided undertakings to
the U.S. Securities and Exchange Commission to the effect that the Company will
submit the question of the appropriateness, as a matter of law and public
policy, of the indemnification of its officers, directors, agents and employees
for violations of federal securities laws to a court for its determination as a
matter of law.  7.               
Liability Insurance.  To the extent the Company maintains
liability insurance applicable to directors, officers, employees, agents or
fiduciaries, Indemnitee shall be covered by such policies in such a manner as to
provide Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company's directors, if Indemnitee is a director; or of
the Company's officers, if Indemnitee is not a director of the Company but is an
officer; or of the Company's key employees, agents or fiduciaries, if Indemnitee
is not an officer or director but is a key employee, agent or fiduciary. The
Company shall use all reasonable efforts to  maintain and keep in force the
Company's current director and officer liability insurance policies including
the current "tail" coverages (including, without limitation, the six-year tail
which provides coverage for acts committed between November 1, 2000 and October
10, 2002) provided Company shall be allowed to replace current policies with
policies issued by comparable insurance companies with coverage amounts at least
equal to the current coverages, or as otherwise agreed by Company and
Indemnitee. In the event of a change in control of the Company, Company shall
cause the successor to continue to provide comparable directors and officers
liability insurance to Indemnitee and use reasonable efforts to obtain
multi-year tail coverage.  8.               
Exceptions.  Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:  (a)               
Excluded Actions or Omissions. (i) To indemnify Indemnitee for
Indemnitee's acts, omissions or transactions for which Indemnitee may not be
indemnified under applicable law; or (ii) to indemnify Indemnitee for
Indemnitee's intentional acts or transactions in knowing violation of the
Company's policies;  (b)          Claims
Initiated by Indemnitee.  To indemnify or advance expenses to
Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee
and not by way of defense, except (i) with respect to actions or proceedings
brought to establish or enforce a right to indemnification under this Agreement
or any other agreement or insurance policy or under the Company's Certificate of
Incorporation or Bylaws now or hereafter in effect relating to Claims for
Indemnifiable Events, or (ii) in specific cases if the Board of Directors has
approved the initiation or bringing of such Claim, advance expense payment or
insurance recovery, as the case may be; or  Claims Under Section 16(b).  To indemnify Indemnitee for the payment of
profits arising from the purchase and sale by Indemnitee of securities in
violation of Section 16(b) of the Securities Exchange Act of 1934, as amended,
or any similar successor statute.  9.               
Period of Limitations.  No legal action shall be brought and
no cause of action shall be asserted by or in the right of the Company against
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or legal
representatives after the expiration of one years from the date of accrual of
such cause of action, and any claim or cause of action of the Company shall be
extinguished and deemed released unless asserted by the timely filing of a legal
action within such one-year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such
shorter period shall govern.  10.               
Construction of Certain Phrases.  (a)               
For purposes of this Agreement, references to the "Company" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees, agents or
fiduciaries, so that if Indemnitee is or was a director, officer, employee,
agent or fiduciary of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, employee
benefit plan, trust or other enterprise, Indemnitee shall stand in the same
position under the provisions of this Agreement with respect to the resulting or
surviving corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.  (b)               
For purposes of this Agreement, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on Indemnitee with respect to an employee benefit plan; and
references to "serving at the request of the Company" shall include any service
as a director, officer, employee, agent or fiduciary of the Company which
imposes duties on, or involves services by, such director, officer, employee,
agent or fiduciary with respect to an employee benefit plan, its participants or
its beneficiaries; and if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have
acted in a manner "not opposed to the best interests of the Company" as referred
to in this Agreement.  (c)               
For purposes of this Agreement a "Change in Control" shall be deemed to
have occurred if (i) any "person" (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended), other than a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or a corporation owned directly or indirectly by the shareholders of
the Company in substantially the same proportions as their ownership of stock of
the Company, (A) who is or becomes the beneficial owner, directly or indirectly,
of securities of the Company representing 10% or more of the combined voting
power of the Company's then outstanding Voting Securities, increases his
beneficial ownership of such securities by 5% or more over the percentage so
owned by such person, or (B) becomes the "beneficial owner" (as defined
in Rule 13d-3 under said Act), directly or indirectly, of securities of the
Company representing more than 20% of the total voting power represented by the
Company's then outstanding Voting Securities, (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose election by the
Board of Directors or nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, or (iii) the shareholders of the Company approve
a merger or consolidation of the Company with any other corporation other than a
merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) at least 80% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the shareholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of (in one transaction or a series of
transactions) all or substantially all of the Company's assets.  (d)               
For purposes of this Agreement, "Independent Legal Counsel" shall mean a
firm of attorneys of national standing with appropriate expertise, selected by
indemnitee and reasonably acceptable to Company, who is qualified to render the
opinion under applicable law and who shall not have otherwise performed services
for the Company or Indemnitee within the last five (5) years (other than with
respect to matters concerning the rights of Indemnitee under this Agreement, or
of other indemnitees under similar agreements).  (e)               
For purposes of this Agreement, a "Reviewing Party" shall mean any
appropriate person or body consisting of a member or members of the Company's
Board of Directors or any other person or body appointed by the Board of
Directors who is not a party to the particular Claim for which Indemnitee is
seeking indemnification, or Independent Legal Counsel provided, however, that
following a change of control, the Reviewing Party shall always be Independent
Legal Counsel.  (f)               
For purposes of this Agreement, "Voting Securities" shall mean any
securities of the Company that vote generally in the election of
directors.  11.               
Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original.  12.               
Binding Effect; Successors and Assigns.  This Agreement shall
be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any direct or
indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs,
and personal and legal representatives.  The Company shall require and
cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all, or a substantial part, of
the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.  This
Agreement shall continue in effect with respect to Claims relating to
Indemnifiable Events regardless of whether Indemnitee continues to serve as a
director, officer, employee, agent or fiduciary of the Company or of any other
enterprise at the Company's request.  13.               
Attorneys' Fees.  In the event that any action is instituted
by Indemnitee under this Agreement or under any liability insurance policies
maintained by the Company to enforce or interpret any of the terms hereof or
thereof, the Company shall advance all Expenses incurred by Indemnitee in such
action, provided that Indemnitee shall reimburse the Company for such advanced
Expenses in the event Indemnitee does not prevail in the action.  In the
event of an action instituted by or in the name of the Company under this
Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee
shall be entitled to be paid all Expenses incurred by Indemnitee in defense of
such action (including costs and expenses incurred with respect to Indemnitee
counterclaims and cross-claims made in such action), and shall be entitled to
the advancement of Expenses with respect to such action provided that Indemnitee
shall reimburse the Company for such advanced Expenses in the event Indemnitee
does not prevail in the action.  14.               
Notice.  All notices and other communications required or
permitted hereunder shall be in writing, shall be effective when given, and
shall in any event be deemed to be given (a) five (5) days after deposit with
the U.S. Postal Service or other applicable postal service, if delivered by
first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c)
one business day after the business day of deposit with Federal Express or
similar overnight courier, freight prepaid, or (d) one day after the business
day of delivery by facsimile transmission, if delivered by facsimile
transmission, with copy by first class mail, postage prepaid, and shall be
addressed if to Indemnitee, at Indemnitee's address as set forth beneath
Indemnitee's signature to this Agreement and if to the Company at the address of
its principal corporate offices (attention: Secretary) or at such other address
as such party may designate by ten days' advance written notice to the other
party hereto.  15.               
Arbitration.  The parties shall use good faith efforts to
resolve any disputes.  Any unresolved disputes shall be submitted by
arbitration at a mutually agreed upon location in New York; provided, however,
that nothing in this Section shall restrict the right of either party to apply
to a court of competent jurisdiction for emergency relief pending final
determination of a claim by arbitration in accordance with this Section. 
All arbitration shall be conducted in accordance with the rules and regulations
of the American Arbitration Association, in force at the time of any such
dispute, by a single arbitrator selected by  Company and Indemnitee,
provided, however, that in the event Company and Indemnitee are unable to agree
upon an arbitrator, the arbitration shall be conducted by a panel of three (3)
arbitrators , one (1) selected by Company , one (1) selected by Indemnitee, and
the third (3rd) selected by the other two (2) arbitrators.  The decision of
the arbitrator(s), based upon written findings of fact and conclusions of law,
shall be binding upon the parties; and judgment in accordance with that decision
may be entered in any court having jurisdiction thereof.  In no event shall
the arbitrator(s) be authorized to grant any punitive, incidental or
consequential damages of any nature or kind whatsoever.  16.               
Severability.  The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) are held by a court of
competent jurisdiction to be invalid, void or otherwise unenforceable, and the
remaining provisions shall remain enforceable to the fullest extent permitted by
law.  Furthermore, to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of this Agreement
containing any provision held to be invalid, void or otherwise unenforceable,
that is not itself invalid, void or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.  17.               
Choice of Law.  This Agreement shall be governed by and its
provisions construed and enforced in accordance with the laws of the State of
Delaware, as applied to contracts between Colorado residents, entered into and
to be performed entirely within the State of Colorado, without regard to the
conflict of laws principles thereof.  18.               
Subrogation.  In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable the
Company effectively to bring suit to enforce such rights.  19.               
Amendment and Termination.  No amendment, modification,
termination or cancellation of this Agreement shall be effective unless it is in
writing signed by both the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.  20.               
Integration and Entire Agreement.   This Agreement sets forth
the entire understanding between the parties hereto and supersedes and merges
all previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties
hereto.  21.               
No Construction as Employment Agreement.  Nothing contained
in this Agreement shall be construed as giving Indemnitee any right to be
retained in the employ of the Company or any of its subsidiaries or to be
retained as an officer, director, employee or agent of the Company for any
period of time.  THE REMAINDER OF THIS PAGE
IS INTENTIONALLY BLANK   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.  ICG COMMUNICATIONS,
INC.   /s/Bernard L.
Zuroff By:  Bernard L. Zuroff General Counsel and Executive Vice
President   AGREED TO AND ACCEPTED BY:  /s/Randall E.
Curran Signature  Randall E. Curran Printed Name    Exhibit
10.15 Execution Copy LETTER AGREEMENT Dated as of July 25, 2003 To the banks, financial
institutionsand other institutional lenders(collectively, the "Lenders")
partiesto the Credit Agreement referred tobelow and to Royal Bank of
Canada,as administrative agent and collateral agent(the "Agent") for the
Lenders and WachoviaBank, National Association, as Documentation
Agent Ladies and Gentlemen: We refer to the Credit Agreement dated as of July 25, 2002, as amended by
Amendment No. 1 to the Credit Agreement dated as of May 31, 2003 (the "Credit
Agreement") among us and you and the Security Agreement dated as of October
10, 2002 (the "Security Agreement") in favor of the Agent, for its
benefit and the benefit of the Secured Parties.  Capitalized terms not
otherwise defined in this Letter Agreement have the same meanings as specified
in the Credit Agreement. By signing this Letter Agreement, we agree that: 1.               
Notwithstanding the terms of Section 5.04(b) of the Credit Agreement and Section
7 of the Security Agreement, the Borrower will maintain at all times a minimum
cash balance of freely available funds held on deposit in the cash collateral
account maintained by Royal Bank of Canada or one of its affiliates (or such
other institution that is a Lender and is acceptable to the Agent) in an amount
equal to 75% of the outstanding principal amount of the Term Advances
outstanding under the Credit Agreement until September 30, 2003 or such other
date as shall be mutually agreed upon in writing by the Agent and the Borrower,
unless there is a Default or the Borrower anticipates a Default under the Credit
Agreement, in which case the balance will stay at the 75% level until there is
no longer a Default or an anticipated Default. 2.               
The failure to comply with the agreements set forth in this Letter Agreement
shall constitute an immediate Event of Default for all purposes under the Credit
Agreement and the other Loan Documents. This Letter Agreement shall become effective as of the date first above written
when, and only when the Agent shall have received counterparts of this Letter
Agreement executed by the undersigned, and the consent attached hereto executed
by the Subsidiary Guarantors. Notwithstanding the effectiveness of this Letter Agreement, the Credit
Agreement, the Notes and each of the other Loan Documents are and shall continue
to be in full force and effect and are hereby in all respects ratified and
confirmed; provided that the obligations of the Collateral Agent under the Loan
Documents to pay or release funds held in the cash collateral account are hereby
modified to effectuate the agreements set forth in this Letter Agreement. 
The execution, delivery and effectiveness of this Letter Agreement shall not
operate as a waiver of any right, power or remedy of any Lender or the Agent
under any of the Loan Documents, nor constitute a waiver of any provision of any
of the Loan Documents.  Except as otherwise set forth in this Letter
Agreement, the execution, delivery and effectiveness of this Letter Agreement
shall not operate as a waiver of any right, power or remedy of the Borrower
under any of the Loan Documents, nor constitute a waiver of any provision of any
of the Loan Documents. If you agree to the terms and provisions hereof, please evidence such agreement
by executing and returning (i) one counterpart of this Letter Agreement by fax
to Scott Shelley, Shearman & Sterling (telephone 212-848-8955, fax
212-848-7179) and (ii) at least three original counterparts of this Letter
Agreement to Scott Shelley, Shearman & Sterling, 599 Lexington Avenue, New
York, New York at your earliest convenience. This Letter Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.  Delivery of an executed counterpart
of a signature page to this Letter Agreement by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter
Agreement.  This Letter Agreement shall be governed
by, and construed in accordance with, the laws of the State of New
York.  Very truly yours, ICG COMMUNICATIONS, INC., as
Borrower By               
/s/Bernard L.
Zuroff               
Title:  Executive Vice President Agreed as of the date first above
written: ROYAL BANK OF CANADA,as
Administrative Agent and Collateral Agent By   /s/Rizwan
Ahmad        Title:  Senior
Manager  CONSENT Dated as of July 25,
2003 Each of the undersigned, as a Subsidiary Guarantor under the Subsidiary
Guarantee dated as of July 25, 2002 (the "Subsidiary
Guarantee") in favor of the Secured Parties (as defined in the Credit
Agreement referred to in the foregoing Letter Agreement) and as a Grantor under
the Security Agreement dated as of October 10, 2002 (the "Security
Agreement") in favor of the Agent, for its benefit and the benefit of the
Secured Parties (as defined in the Credit Agreement referred to in the foregoing
Letter Agreement), hereby consents to such Letter Agreement and hereby confirms
and agrees that notwithstanding the effectiveness of such Letter Agreement, (a)
the Subsidiary Guarantee is, and shall continue to be, in full force and effect
and is hereby ratified and confirmed in all respects and (b) the Collateral
Documents to which each such Grantor is a party and all of the Collateral
described therein do, and shall continue to, secure the payment of all of the
Secured Obligations (in each case, as defined therein).   ICG CANADIAN ACQUISITION, INC. By  /s/Bernard L.
ZuroffName:  Bernard L. ZuroffTitle:  Executive Vice
President  ICG CHOICECOM, L.P. By:  ICG ChoiceCom Management, LLC,
its General Partner ICG Telecom Group, Inc., its Managing
Member By  /s/Bernard L.
ZuroffName:  Bernard L. ZuroffTitle:  Executive Vice
President   ICG CHOICECOM MANAGEMENT, LLC By:  ICG Telecom Group, Inc., its
Managing Member By  /s/Bernard L.
ZuroffName:  Bernard L. ZuroffTitle:  Vice
President  ICG CONSOLIDATED, INC. By  /s/Bernard L.
ZuroffName:  Bernard L. ZuroffTitle:  Executive Vice
President  ICG EQUIPMENT, INC. By  /s/Bernard L.
ZuroffName:  Bernard L. ZuroffTitle:  Executive Vice
President  ICG HOLDINGS, INC. By  /s/Bernard L.
ZuroffName:  Bernard L. ZuroffTitle:  Executive Vice
President  ICG MOUNTAIN VIEW, INC. By  /s/Bernard L.
ZuroffName:  Bernard L. ZuroffTitle:  Executive Vice
President  ICG SERVICES, INC. By  /s/Bernard L.
ZuroffName:  Bernard L. ZuroffTitle:  Executive Vice
President  ICG TELECOM GROUP, INC. By  /s/Bernard L.
ZuroffName:  Bernard L. ZuroffTitle:  Vice
President  ICG TELECOM GROUP OF VIRGINIA,
INC. By  /s/Bernard L.
ZuroffName:  Bernard L. ZuroffTitle:  Vice
President  NIKONET, LLC By:  ICG Telecom Group, Inc., its
Managing Member By  /s/Bernard L.
ZuroffName:  Bernard L. ZuroffTitle:  Executive Vice
President      Exhibit
31.1 Certification Pursuant to
Rule 13a-14(a)/15d-14(a),As Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. I, Randall E. Curran, certify
that: 1)        I have reviewed this
Quarterly Report of ICG Communications, Inc.; 2)        Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report; 3)        Based on my knowledge, the
financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this report; 4)        The registrant's other
certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have: a)           designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared; b)           evaluated the
effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and c)           disclosed in this
report any change in the registrant's internal control over financial reporting
that occurred during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and 5)        The registrant's other
certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing
the equivalent functions): a)       all significant deficiencies and material
weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial information;
and b)      any fraud, whether or not material, that
involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.  Date:  August 14,
      2003
    
    /s/ Randall E.
      CurranRandall E. CurranChief
      Executive Officer
   Exhibit
31.2 Certification Pursuant to Rule 13a-14(a)/15d-14(a),As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. I, Richard E. Fish, certify
that: 1)        I have reviewed this
Quarterly Report of ICG Communications, Inc.; 2)        Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report; 3)        Based on my knowledge, the
financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this report; 4)        The registrant's other
certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have: a)           designed such
disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared; b)           evaluated the
effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and c)           disclosed in this
report any change in the registrant's internal control over financial reporting
that occurred during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and 5)        The registrant's other
certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing
the equivalent functions): a)       all significant deficiencies and material
weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial information;
and b)      any fraud, whether or not material, that
involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.  Date:  August 14,
      2003
    
    /s/
      Richard E. Fish, Jr.Richard E. Fish, Jr.Executive
      Vice President and Chief Financial Officer(Principal Financial
      Officer)
   Exhibit
32.1  CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002   In connection with the Quarterly Report
of ICG Communications, Inc. (the "Company") on Form 10-Q for the quarterly
period ended June 30, 2003, as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, Randall Curran, Chief Executive Officer of
the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:  (1)         The Report fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and  (2)         The information
contained in the Report fairly presents, in all material respects, the financial
condition and result of operations of the Company.  Date:  August 14,
      2003
    
    /s/
      Randall E. CurranRandall E. CurranChief
      Executive Officer
   This certification accompanies the Report
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 and shall not,
except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed
by the Company for purposes of section 18 of the Securities Exchange Act of
1934, as amended.  Exhibit
32.2  CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002   In connection with the Quarterly Report
of ICG Communications, Inc. (the "Company") on Form 10-Q for the quarterly
period ended June 30, 2003, as filed with the Securities and Exchange Commission
on the date hereof (the "Report"), I, Richard E. Fish, Chief Financial Officer
of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant
to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my
knowledge:  (1)          The Report
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and  (2)         The information
contained in the Report fairly presents, in all material respects, the financial
condition and result of operations of the Company.  Date:  August 14,
      2003
    
    /s/
      Richard E. Fish, Jr.Richard E. Fish, Jr.Executive
      Vice President and Chief Financial Officer(Principal Financial
      Officer)
   This certification accompanies the Report
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 and shall not,
except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed
by the Company for purposes of section 18 of the Securities Exchange Act of
1934, as amended.