-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A7F6mWpsCyIXczZ/ghYtVAgLYuyFha/i5RHrzfsIczi1waA1DQ+N3HYjPleYG/MM qb6NrOGcwcia/9+h5FZ5CQ== /in/edgar/work/20000725/0000950134-00-005940/0000950134-00-005940.txt : 20000921 0000950134-00-005940.hdr.sgml : 20000921 ACCESSION NUMBER: 0000950134-00-005940 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000725 GROUP MEMBERS: HICKS MUSE 1999 FUND IV LLC GROUP MEMBERS: HICKS MUSE GP 1999 PARTNERS IV LP GROUP MEMBERS: HICKS MUSE PG-IV 1999 CV GROUP MEMBERS: HICKS THOMAS O GROUP MEMBERS: HM 4-EQ 1999 COINVESTORS LP GROUP MEMBERS: HM 4-EQ ICG COINVESTORS LLC GROUP MEMBERS: HM 4-SBS 1999 COINVESTORS LP GROUP MEMBERS: HM 4-SBS ICG COINVESTORS LLC GROUP MEMBERS: HM BRIDGE PARTNERS LLC GROUP MEMBERS: HM EQUITY FUND IV/GP PARTNERS 1999 CV GROUP MEMBERS: HM FUND IV CAYMAN LLC GROUP MEMBERS: HM GP PARTNERS IV CAYMAN LP GROUP MEMBERS: HM PG-IV ICG LLC GROUP MEMBERS: HM4 ICG PRIVATE FUND LLC GROUP MEMBERS: HM4 ICG QUALIFIED FUND LLC GROUP MEMBERS: HM4/GP 1999 PARTNERS LP GROUP MEMBERS: HMTF BRIDGE ICG LLC GROUP MEMBERS: HMTF BRIDGE PARTNERS LP GROUP MEMBERS: HMTF EQUITY FUND IV 1999 LP GROUP MEMBERS: HMTF PRIVATE EQUITY FUND IV 1999 LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ICG COMMUNICATIONS INC /DE/ CENTRAL INDEX KEY: 0001013240 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 841342022 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47577 FILM NUMBER: 678710 BUSINESS ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3034145643 MAIL ADDRESS: STREET 1: 161 INVERNESS DRIVE WEST CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: ICG HOLDINGS CANADA CO DATE OF NAME CHANGE: 19990226 FORMER COMPANY: FORMER CONFORMED NAME: ICG COMMUNICATIONS INC DATE OF NAME CHANGE: 19960430 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HICKS THOMAS O CENTRAL INDEX KEY: 0000938201 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 459720171 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147407300 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 sc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) ICG Communications, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 449246107 (CUSIP Number) Thomas O. Hicks c/o Hicks, Muse, Tate & Furst Incorporated 200 Crescent Court Suite 1600 Dallas, Texas 75201 (214) 740-7300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Eric S. Shube Vinson & Elkins, L.L.P. 1325 Avenue of the Americas New York, New York 10019 (917) 206-8005 June 29, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] (Continued on following pages) 2 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mr. Thomas O. Hicks - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY N/A - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* 11,428,810 EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 11,428,810 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 11,428,810 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.03% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 3 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HM4 ICG Qualified Fund, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* 5,199,664 EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 5,199,664 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 5,199,664 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.66% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 4 SCHEDULE 13D CUSIP NO.449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HMTF Equity Fund IV (1999), L.P. - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* 5,199,664 EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 5,199,664 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 5,199,664 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.66% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 5 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HM4 ICG Private Fund, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* 36,789 EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 36,789 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 36,789 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.08% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 6 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HMTF Private Equity Fund IV (1999), L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* 36,789 EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 36,789 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 36,789 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.08% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 7 SCHEDULE 13D CUSIP NO. - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HM4/GP (1999) Partners, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* 5,236,454 EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 5,236,646 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 5,236,454 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.72% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 8 SCHEDULE 13D CUSIP NO. - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HM 4-EQ ICG Coinvesters, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* 76,492 EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 76,492 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 76,492 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.16% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 9 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HM 4-EQ (1999) Coinvesters, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* 76,492 EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 76,492 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 76,492 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.16% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 10 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HM 4- SBS ICG Coinvestors, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* 124,668 EACH REPORTING PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 124,668 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 124,668 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.26% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 11 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HM 4-SBS (1999) Coinvestors, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* EACH REPORTING 124,668 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 124,668 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 124,668 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.26% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 12 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hicks, Muse GP (1999) Partners IV, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* EACH REPORTING 5,437,614 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 5,437,614 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 5,437,614 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.06% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 13 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hicks, Muse (1999) Fund IV, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* EACH REPORTING 5,437,614 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 5,437,614 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 5,437,614 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.06% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 14 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HM PG-IV ICG, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* REPORTING EACH 276,790 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 276,790 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 276,790 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.57% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 15 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hicks, Muse PG-IV (1999), C.V. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* EACH REPORTING 276,790 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 276,790 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 276,790 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.57% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 16 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HM Equity Fund IV/GP Partners (1999), C.V. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* EACH REPORTING 276,790 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 276,790 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 276,790 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.57% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 17 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HM GP Partners IV Cayman, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* EACH REPORTING 276,790 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 276,790 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 276,790 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.57% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 18 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HM Fund IV Cayman LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* EACH REPORTING 276,790 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 276,790 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 276,790 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.57% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 00 - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 19 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HMTF Bridge ICG, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* EACH REPORTING 5,714,405 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 5,714,405 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 5,714,405 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.51% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 20 SCHEDULE 13D CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HMTF Bridge Partners, L.P. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* EACH REPORTING 5,714,405 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 5,714,405 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 5,714,405 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.51% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 21 CUSIP NO. 449246107 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HM Bridge Partners, LLC - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER* EACH REPORTING 5,714,405 PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER* 5,714,405 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON** 5,714,405 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.51% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- * The Reporting Person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such reporting person. ** Assuming (1) conversion of all 8% Series A Convertible Preferred Stock beneficially owned by such reporting person, but without giving effect to the conversion into Common Stock of (a) any 8% Series A Convertible Preferred Stock held by other holders or (b) any capital stock held by other holders and (2) exercise of all five-year Common Stock warrants beneficially owned by such reporting person, but without giving effect to the exercise of any warrants held by other holders. 22 SCHEDULE 13D This Statement constitutes Amendment No. 1 to the Schedule 13D originally filed with the Securities and Exchange Commission on April 20, 2000 (the "Schedule 13D"). The Schedule 13D relates to the Common Stock, par value $0.01 per share ("Common Stock") of ICG Communications, Inc., a Delaware corporation (the "Issuer"). The item numbers and responses thereto below are in accordance with the requirements of Schedule 13D. Capitalized terms used herein and not defined have the meaning set forth in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: As more fully described in Item 6 below, on April 10, 2000, Bridge LLC, Qualified LLC, Private LLC, PG-IV LLC, 4-SBS LLC and 4-EQ LLC each purchased from the Issuer the number of shares of Preferred Stock and the number of Warrants set forth opposite their respective names below at the purchase price set forth opposite their respective names below.
- -------------------- --------------- --------------- --------------- Number of shares Number of of Preferred Warrants Purchase Name of entity Stock purchased purchased Price - -------------------- --------------- --------------- --------------- Qualified LLC 10,464 1,395,253 $ 104,644,000 Private LLC 74 9,885 $ 741,000 4-EQ LLC 154 20,502 $ 1,538,000 4-SBS LLC 251 33,412 $ 2,506,000 PG-IV LLC 557 74,281 $ 5,571,000 Bridge LLC 11,500 1,533,334 $ 115,000,000 - -------------------- --------------- --------------- ---------------
23 Qualified LLC obtained funds for the purchase price of its shares of Preferred Stock and its Warrants from capital contributions provided by Equity L.P.; Equity L.P. obtained such funds from capital contributions provided by its limited partners and HM4/GP Partners; HM4/GP Partners obtained such funds from capital contributions provided by its limited partners and Hicks GP Partners; and Hicks GP Partners obtained such funds from capital contributions provided by its limited partners and Fund IV LLC. Fund IV LLC obtained such funds from capital contributions provided by Mr. Thomas O. Hicks, who obtained such funds from personal funds. Private LLC obtained funds for the purchase price of its shares of Preferred Stock and its Warrants from capital contributions provided by Private L.P.; Private L.P. obtained such funds from capital contributions provided by its limited partners and HM4/GP Partners; HM4/GP Partners obtained such funds from capital contributions provided by its limited partners and Hicks GP Partners; and Hicks GP Partners obtained such funds from capital contributions provided by its limited partners and Fund IV LLC. Fund IV LLC obtained such funds from capital contributions provided by Mr. Thomas O. Hicks, who obtained such funds from personal funds. 4-EQ LLC obtained funds for the purchase price of its shares of Preferred Stock and its Warrants from capital contributions provided by 4-EQ L.P.; 4-EQ L.P. obtained such funds from capital contributions provided by its limited partners and Hicks GP Partners, and Hicks GP Partners obtained such funds from capital contributions provided by its limited partners and Fund IV LLC. Fund IV LLC obtained such funds from capital contributions provided by Mr. Thomas O. Hicks, who obtained such funds from personal funds. 4-SBS LLC obtained funds for the purchase price of its shares of Preferred Stock and its Warrants from capital contributions provided by 4-SBS L.P.; 4-SBS L.P. obtained such funds from capital contributions provided by its limited partners and Hicks GP Partners, and Hicks GP Partners obtained such funds from capital contributions provided by its limited partners and Fund IV LLC. Fund IV LLC obtained such funds from capital contributions provided by Mr. Thomas O. Hicks, who obtained such funds from personal funds. PG-IV LLC obtained funds for the purchase price of its shares of Preferred Stock and its Warrants from capital contributions provided by PG-IV C.V.; PG-IV C.V. obtained such funds from capital contributions provided by its limited partners and HM Equity C.V.; HM Equity C.V. obtained such funds from capital contributions provided by its limited partners and G.P. Cayman L.P.; and G.P. Cayman L.P. obtained such funds from capital contributions provided by its limited partners and Fund IV Cayman LLC. Fund IV Cayman LLC obtained such funds from capital contributions provided by Mr. Thomas O. Hicks, who obtained such funds from personal funds. 24 Bridge LLC obtained funds for the purchase price of its shares of Preferred Stock and its Warrants from capital contributions provided by Bridge Partners L.P.; Bridge Partners L.P. obtained $3,489,230.00 of such funds from capital contributions provided by its general partner, Bridge Partners LLC, and its limited partners, and it obtained the remainder of the funds, $114,735,029.39 (including fees), from borrowing under a credit agreement dated December 28, 1999, among HMTF Partners, L.P. and HM/Europe Coinvestors, C.V., as Initial Borrowers, and any Future Borrowers from time to time parties thereto, the Lenders from time to time parties thereto, the Issuing Bank, The Chase Manhattan Bank, as Administrative Agent, and Bank of America, N.A., as Syndication Agent ("Credit Agreement"). On June 29, 2000, Bridge Partners L.P. repaid the borrowing under the Credit Agreement with the proceeds of loans provided by Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC. Demand Notes issued by Bridge LLC in connection with such loans are filed herewith as Exhibit 10.7 and are incorporated herein by reference. Bridge LLC intends, subject to the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, to sell its shares of Preferred Stock and Warrants to Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC, and such entities intend to purchase such securities. Bridge LLC expects to use the proceeds of such sales to repay such loans. Bridge Partners LLC obtained the funds it contributed to Bridge Partners L.P. from capital contributions provided by Mr. Thomas O. Hicks, who obtained such funds from personal funds. Item 4. Purpose of the Transaction. Item 4 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: The Reporting Persons consummated the transactions described herein in order to acquire an interest in the Issuer for investment purposes. The Reporting Persons intend to review continuously their position in the Issuer. Depending upon future evaluations of the business prospects of the Issuer and upon other developments, including, but not limited to, general economic and business conditions and stock market conditions, the Reporting Persons may retain or from time to time increase their holdings or dispose of all or a portion of their holdings, subject to any applicable legal and contractual restrictions on their ability to do so. In addition, the matters set forth in Item 6 are incorporated in this Item 4 by reference as if fully set forth herein. 25 Subject to the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Bridge LLC intends to sell its shares of Preferred Stock and Warrants to Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC, and such entities intend to purchase such securities, as set forth below:
Name of entity Number of shares Number of of Preferred Stock Warrants to be purchased to be purchased - -------------------- ------------------ --------------- Qualified LLC 10,464 1,395,254 Private LLC 74 9,885 4-EQ LLC 154 20,502 4-SBS LLC 251 33,412 PG-IV LLC 557 74,281 - -------------------- ------------------ ---------------
Except as set forth in this Item 4 (including the matters described in Item 6 below which are incorporated in this Item 4 by reference), the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: All beneficial ownership amounts set forth below give effect to the accretion of dividends through June 30, 2000, but do not give effect to the anticipated transfer by Bridge LLC of its shares of Preferred Stock and Warrants. (a) (1) Qualified LLC is the record and beneficial owner of 10,464 shares of Preferred Stock and 1,395,253 Warrants. Assuming conversion of all such shares of Preferred Stock and exercise of all such Warrants, Qualified LLC is the beneficial owner of 5,199,664 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 9.66% of the outstanding shares of Common Stock. (2) Assuming conversion of all 10,464 shares of Preferred Stock and exercise of all 1,395,253 Warrants owned of record by Qualified LLC, Equity L.P., in its capacity as sole member of Qualified LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 5,199,664 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 9.66% of the outstanding shares of Common Stock. 26 (3) Private LLC is the record and beneficial owner of 74 shares of Preferred Stock and 9,885 Warrants. Assuming conversion of all such shares of Preferred Stock and assuming exercise of all such Warrants, Private LLC is the beneficial owner of 36,789 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 0.08% of the outstanding shares of Common Stock.. (4) Assuming conversion of all 74 shares of Preferred Stock and exercise of all 9,885 Warrants owned of record by Private LLC, Private L.P., in its capacity as sole member of Private LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 36,789 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 0.08% of the outstanding shares of Common Stock. (5) Assuming conversion of all 10,538 shares of Preferred Stock and exercise of all 1,405,138 Warrants owned of record by Qualified LLC and Private LLC, HM4/GP Partners, in its capacity as the sole general partner of each of Equity L.P. and Private L.P., may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 5,236,454 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 9.72% of the outstanding shares of Common Stock. (6) 4-EQ LLC is the record and beneficial owner of 154 shares of Preferred Stock and 20,502 Warrants. Assuming conversion of all such shares of Preferred Stock and assuming exercise of all such Warrants, 4-EQ LLC is the beneficial owner of 76,492 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 0.16% of the outstanding shares of Common Stock. (7) Assuming conversion of all 154 shares of Preferred Stock and exercise of all 20,502 Warrants owned of record by 4-EQ LLC, 4-EQ L.P., in its capacity as sole member of 4-EQ LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 76,492 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 0.16% of the outstanding shares of Common Stock. (8) 4-SBS LLC is the record and beneficial owner of 251 shares of Preferred Stock and 33,412 Warrants. Assuming conversion of all such shares of Preferred Stock and exercise of all such Warrants, 4-SBS LLC is the beneficial owner of 124,668 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 0.26% of the outstanding shares of Common Stock. 27 (9) Assuming conversion of all 251 shares of Preferred Stock and exercise of all 33,412 Warrants owned of record by 4-SBS LLC, 4-SBS L.P., in its capacity as sole member of 4-SBS LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 124,668 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 0.26% of the outstanding shares of Common Stock. (10) Assuming conversion of all 10,943 shares of Preferred Stock and exercise of all 1,459,052 Warrants owned of record by Qualified LLC, Private LLC, 4-EQ LLC and 4-SBS LLC, Hicks GP Partners, in its capacity as sole general partner of each of HM4/GP Partners, 4-EQ L.P. and 4-SBS L.P., may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 5,437,614 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 10.06% of the outstanding shares of Common Stock. (11) Assuming conversion of all 10,943 shares of Preferred Stock and exercise of all 1,459,052 Warrants owned of record by Qualified LLC, Private LLC, 4-EQ LLC and 4-SBS LLC, Fund IV LLC, in its capacity as the sole general partner of Hicks GP Partners, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 5,437,614 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 10.06% of the outstanding shares of Common Stock. (12) PG-IV LLC is the record and beneficial owner of 557 shares of Preferred Stock and 74,281 Warrants. Assuming conversion of all such shares of Preferred Stock and exercise of all such Warrants, PG-IV LLC is the beneficial owner of 276,790 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 0.57% of the outstanding shares of Common Stock. (13) Assuming conversion of all 557 shares of Preferred Stock and exercise of all 74,281 Warrants owned of record by PG-IV LLC, PG-IV C.V., in its capacity as sole member of PG-IV LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 276,790 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 0.57% of the outstanding shares of Common Stock. 28 (14) Assuming conversion of all 557 shares of Preferred Stock and exercise of all 74,281 Warrants owned of record by PG-IV LLC, HM Equity C.V., in its capacity as sole general partner of PG-IV C.V., may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 276,790 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 0.57% of the outstanding shares of Common Stock. (15) Assuming conversion of all 557 shares of Preferred Stock and exercise of all 74,281 Warrants owned of record by PG-IV LLC, GP Cayman L.P., in its capacity as sole general partner of HM Equity C.V., may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 276,790 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 0.57% of the outstanding shares of Common Stock. (16) Assuming conversion of all 557 shares of Preferred Stock and exercise of all 74,281 Warrants owned of record by PG-IV LLC, Fund IV Cayman LLC, in its capacity as the sole general partner of GP Cayman L.P. may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 276,790 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 0.57% of the outstanding shares of Common Stock. (17) Bridge LLC is the record and beneficial owner of 11,500 shares of Preferred Stock and, 1,533,334 Warrants. Assuming conversion of all such shares and exercise of all such Warrants, Bridge LLC is the beneficial owner of 5,714,405 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 10.51% of the outstanding shares of Common Stock. (18) Assuming conversion of all 11,500 shares of Preferred Stock and exercise of all 1,533,334 Warrants owned of record by Bridge LLC, Bridge Partners L.P., in its capacity as sole member of Bridge LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 5,714,405 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 10.51% of the outstanding shares of Common Stock. (19) Assuming conversion of all 11,500 shares of Preferred Stock and exercise of all 1,533,334 Warrants owned of record by Bridge LLC, Bridge Partners LLC, in its capacity as general partner of Bridge Partners L.P., may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 5,714,405 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 10.51% of the outstanding shares of Common Stock. 29 (20) Assuming conversion of all 23,000 shares of Preferred Stock and exercise of all 3,066,667 Warrants owned of record by Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC, PG-IV LLC and Bridge LLC, Mr. Thomas O. Hicks, in his capacity as sole member of Fund IV LLC, Fund IV Cayman LLC and Bridge Partners LLC, may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 11,428,810 shares of Common Stock, which, based on calculations made in accordance with Rule 13d-3 of the Exchange Act and, as at May 10, 2000, there being 48,642,985 shares of Common Stock outstanding, represents approximately 19.03% of the outstanding shares of Common Stock. The Reporting Persons expressly disclaim (a) the existence of any group and (b) beneficial ownership with respect to any shares other than the shares owned of record by such Reporting Person. (b) The information set forth in Items 7 through 11 of the cover pages hereto is incorporated herein by reference. (c) Except as set forth herein, none of the persons named in response to paragraph (a) has effected any transactions in shares of Common Stock during the past 60 days. (d) The right to receive dividends on, and proceeds from the sale of, the shares of Common Stock which may be beneficially owned by the persons described in (a) and (b) above is governed by the limited liability company agreements and limited partnership agreements of each such entity, and such dividends or proceeds may be distributed with respect to numerous member interests and general and limited partnership interests. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: The matters set forth in Item 2 are incorporated in this Item 6 by reference as if fully set forth herein. 30 Securities Purchase Agreement Pursuant to the Preferred Stock and Warrant Purchase Agreement (as amended by the Amendment Agreement referred to below, the "Securities Purchase Agreement"), dated as of February 27, 2000 between the Issuer, Liberty Media Corporation, Gleacher/ICG Investors, LLC and Bridge LLC, the Issuer agreed, inter alia, to sell to Bridge LLC, and Bridge LLC agreed to purchase from the Issuer, 230,000 shares of Preferred Stock and 3,066,667 Warrants for a purchase price of $230,000,000. Prior to the issuance of the shares of Preferred Stock and Warrants at the Closing (as defined below), pursuant to an Assignment of Rights Under Preferred Stock and Warrant Purchase Agreement dated February 16, 2000 (the "Assignment Agreement"), Bridge LLC assigned 50% of its rights, titles, interests and obligations in, to and under the Securities Purchase Agreement to Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC (the "Assignees"). The number of shares of Preferred Stock to be sold to Bridge LLC and the Assignees was reduced to 23,000 and the Liquidation Preference of each share was increased from $1,000 to $10,000 (with no change to the aggregate purchase price) by way of an Amendment, Consent and Waiver dated April 10, 2000 ("Amendment Agreement"). The number of shares to be sold to the other purchasers under the Securities Purchase Agreement was also correspondingly reduced. Pursuant to the Amendment Agreement, the parties also agreed to redesignate the Preferred Stock such that Liberty Media Corporation would be issued Series A-1 Preferred Stock, Bridge LLC and the Assignees would be issued Series A-2 Preferred Stock and Gleacher/ICG Investors, LLC would be issued Series A-3 Preferred Stock. Unless the context otherwise requires, references herein to the "Preferred Stock" shall mean, collectively, the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock. 31 On April 10, 2000 at the closing held pursuant to the Securities Purchase Agreement (the "Closing"), the Issuer sold to each of the persons listed below (the "HMTF Holders") the number of shares of Preferred Stock and the number of Warrants set forth opposite such person's name below in exchange for the purchase price set forth opposite such person's name below.
Number of shares Number of of Preferred Stock Warrants Purchase Name of entity purchased purchased Price - -------------------- -------------------- -------------------- -------------------- Qualified LLC 10,464 1,395,253 $ 104,644,000 Private LLC 74 9,885 $ 741,000 4-EQ LLC 154 20,502 $ 1,538,000 4-SBS LLC 251 33,412 $ 2,506,000 PG-IV LLC 557 74,281 $ 5,571,000 Bridge LLC 11,500 1,533,334 $ 115,000,000
The foregoing description of the Securities Purchase Agreement is not, and does not purport to be, complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed as Exhibit 10.1 to the Schedule 13D and is incorporated herein by reference and the Amendment, Consent and Waiver, a copy of which is filed as Exhibit 10.2 to the Schedule 13D and is incorporated herein by reference. Registration Rights Agreement At Closing, the Issuer and the holders of Preferred Stock entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Issuer has agreed to effect three "demand" registrations at the request of the holders of a majority of the Registrable Securities held by the HMTF Holders and any direct or indirect transferee of any Registrable Securities held by the HMTF Holders, provided that each such demand registration must be in respect of Registrable Securities (as defined below) with a fair market value of at least $50,000,000 and provided that certain other restrictions are met. The HMTF Holders may make one additional demand for registration upon exercise of all or a portion of the Warrants held by them. The Registration Rights Agreement also grants demand registration rights to holders of Registrable Securities affiliated with Liberty Media Corporation. In addition, the purchasers have certain piggyback registration rights in connection with registrations of the Issuer's securities under the Securities Act of 1933 (the "Securities Act") as well as rights to request a shelf registration of portions of the Registrable Securities. 32 "Registrable Securities" means (a) the shares of Common Stock issued or issuable upon conversion of the Preferred Stock or upon exercise of the Warrants, plus any additional shares of Common Stock or Warrants issued in connection with any stock split, stock dividend or similar event with respect to the Common Stock and (b) any securities that the Issuer or any successor entity into which such Common Stock or such Preferred Stock may be converted or changed. The foregoing description of the Registration Rights Agreement is not, and does not purport to be, complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.3 to the Schedule 13D and is incorporated herein by reference. 33 Certificate of Designation As contemplated by the Securities Purchase Agreement, the Board of Directors of the Issuer approved and adopted the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series A-1 Convertible Preferred Stock, 8% Series A-2 Convertible Preferred Stock and 8% Series A-3 Convertible Preferred Stock, and Qualifications, Limitations and Restrictions Thereof (the "Certificate of Designation") to create three series of Preferred Stock. Except in relation to director appointment rights, the powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock are identical. Under the Certificate of Designation, the shares of Preferred Stock will, with respect to dividend rights and rights on liquidation, winding-up and dissolution, rank (i) senior to all shares of Common Stock and to each other class of capital stock or preferred stock of the Issuer (other than Preferred Stock Mandatorily Redeemable 2009 of the Issuer), the terms of which do not expressly provide that it ranks senior to or on a parity with the shares of the Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Issuer; (ii) on a parity with the Preferred Stock Mandatorily Redeemable 2009 of the Issuer and with each other class of capital stock or series of preferred stock of the Issuer issued by Issuer, the terms of which expressly provide that such class or series will rank on a parity with the shares of the Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution, if the Issuer, in issuing the shares, complies with applicable provisions in the Certificate of Designation; and (iii) junior to each class of capital stock or series of preferred stock of the Issuer issued by the Issuer, the terms of which expressly provide that such class or series will rank senior to the shares of Preferred Stock as to dividend rights and rights upon liquidation, winding-up and dissolution, if the Issuer, in issuing the shares, complies with applicable provisions in the Certificate of Designation. The holders of the shares of Preferred Stock will be entitled to receive with respect to each share of Preferred Stock, out of funds legally available for the payment of dividends, dividends at a rate per annum of 8% of the then-effective Liquidation Preference (as defined below). Such dividends shall be cumulative from the date of issuance of the Preferred Stock and shall be payable quarterly in arrears. On each Dividend Payment Date, commencing on the June 30, 2000 Dividend Payment Date, to and including the June 30, 2005 Dividend Payment Date, accrued dividends on a share of Preferred Stock for the preceding Dividend Period shall be added cumulatively to and thereafter remain a part of the Liquidation Preference of such share. Thereafter, accrued dividends shall be payable quarterly on each Dividend Payment Date, commencing on September 30, 2005, to the holders of record of Preferred Stock as of the close of business on the applicable Dividend Record Date. Accrued Dividends that are not paid in full in cash on any Dividend Payment Date (whether or not declared and whether or not there are sufficient funds legally available for the payment thereof) shall be added cumulatively to the Liquidation Preference on the applicable Dividend Payment Date and thereafter remain a part thereof. 34 The holders of shares of Preferred Stock will have the right, generally, at any time, to convert any or all their shares of Preferred Stock into a number of fully paid and nonassessable shares of Common Stock equal to the then effective Liquidation Preference thereof plus accrued and unpaid dividends to the date of conversion divided by the Conversion Price in effect at the time of conversion. The initial Conversion Price is $28.00 per share. The shares of Preferred Stock may be redeemed at any time commencing on or after June 30, 2000, in whole or from time to time in part, at the election of the Issuer, at a redemption price payable in cash equal to 100% of the then effective Liquidation Preference (after giving effect to the Special Dividend (as defined in the Certificate of Designation) if applicable) plus accrued and unpaid dividends from the last Dividend Payment Date to the date fixed for redemption. Shares of Preferred Stock (if not earlier redeemed or converted) shall be mandatorily redeemed by the Issuer on June 30, 2015, at a redemption price per share in cash equal to the then effective Liquidation Preference (after giving effect to the Special Dividend, if applicable), plus accrued and unpaid dividends thereon from the last Dividend Payment Date to the date of mandatory redemption. If a "Change of Control" (as defined in the Certificate of Designation) occurs prior to June 30, 2005, an amount equal to the Special Dividend is to be added to the Liquidation Preference of each share of Preferred Stock. The Special Dividend, for each share of Preferred Stock, is the difference between (i) $14,859.47 (as that number may be adjusted for stock splits, stock dividends or similar events) and (ii) the amount of the actual Liquidation Preference of such share immediately prior to the Change of Control. Upon occurrence of a Change of Control, the Issuer has the right, but not the obligation, to offer to repurchase all the shares of Preferred Stock at a purchase price per share in cash equal to 101% of the Liquidation Preference of each share of Preferred Stock repurchased (after giving effect to the Special Dividend, if applicable), plus an amount equal to 101% of all dividends accrued and unpaid thereon to the date fixed for the repurchase. If the Issuer does not offer to repurchase all the shares of Preferred Stock in accordance with the Certificate of Designation, the dividend rate on the Preferred Stock will increase to 16%. If the dividend rate is so increased, the Issuer will have the right (but not the obligation) (i) at any time prior to June 30, 2005 to offer to repurchase all the shares of Preferred Stock at a purchase price per share in cash equal to 101% of the Liquidation Preference of each share of Preferred Stock repurchased (after giving effect to the Special Dividend, if applicable), plus an amount equal to 101% of all dividends accrued and unpaid thereon to the date fixed for the repurchase and (ii) at any time after June 30, 2005, to offer to repurchase all the shares of Preferred Stock at a purchase price per share in cash equal to 100% of the Liquidation Preference of each share of Preferred Stock repurchased (after giving effect to the Special Dividend, if applicable), plus an amount equal to 100% of all dividends accrued and unpaid thereon to the date fixed for the repurchase. If the Issuer makes such an offer, the dividend rate on the Preferred Stock will be thereafter reduced to 8%. 35 The holders of the shares of Preferred Stock will be entitled to vote on all matters that the holders of the Issuer's Common Stock are entitled to vote upon. In exercising these voting rights, each share of Preferred Stock shall be entitled to vote on an as-converted basis with the holders of the Issuer's Common Stock. The approval of the holders of between 51% and 75% the then-outstanding shares of Preferred Stock, voting as one class, will be required for the Issuer to take certain actions. In addition, for so long as members of the HMTF Group own any combination of the shares of Common Stock (on an as converted basis) that, taken together, equal at least 4,107,143 shares of Common Stock (as adjusted for any stock dividends, splits and combinations and similar events affecting the Common Stock from time to time), the holders of Series A-2 Preferred Stock, voting as a class, may elect one director, or if greater, such number (rounded up to the nearest whole number) equal to 10% of the then authorized number of members of members of the Issuer's board of directors, to serve on the board of directors of the Issuer. Pursuant to this right, the holders of the Series A-2 Preferred Stock have elected Thomas O. Hicks to the board of directors of the Issuer. The Securities Purchase Agreement contains a parallel provision for the election of a director that is inoperative for so long as the above described provision is in effect. Pursuant to the Certificate of Designation, holders of the Series A-1 Preferred Stock have the right to elect up to two directors under certain circumstances. "Liquidation Preference" means an amount equal to $10,000 per share of Preferred Stock plus accrued and unpaid dividends, subject to change in accordance with the provisions of the Certificate of Designation. The foregoing description is not, and does not purport to be, complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 10.4 to the Schedule 13D and is incorporated herein by reference. Common Stock Warrant Certificate As contemplated by the Securities Purchase Agreement, at the Closing the Issuer issued the Warrants. The Warrants entitle the HMTF Holders or their permitted assigns to purchase from the Issuer fully paid and nonassessable shares of Common Stock at an exercise price of $34.00 per share, as adjusted from time to time pursuant to the terms of the Warrant Certificate. The Warrants are void after April 10, 2005. Warrants were also issued to the other purchasers. The foregoing description of the Warrants is not, and does not purport to be, complete and is qualified in its entirety by reference to the form of Common Stock Warrant, a copy of which is filed as Exhibit 10.5 to the Schedule 13D and is incorporated herein by reference. 36 Borrowings under Credit Agreement On June 29, 2000, Bridge Partners L.P. repaid the borrowing under the Credit Agreement referred to in Item 3 with the proceeds of loans provided by Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC. Demand Notes issued by Bridge LLC in connection with such loans are filed herewith as Exhibit 10.7 and are incorporated herein by reference. Bridge LLC intends, subject to the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, to sell its shares of Preferred Stock and Warrants to Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC and use the proceeds of such sales to repay such loans. Proposed Sale of Shares of Preferred Stock and Warrants by Bridge LLC Subject to the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Bridge LLC intends to sell its shares of Preferred Stock and Warrants to Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC, and such entities intend to purchase such securities, as set forth below:
Number of shares Number of of Preferred Stock Warrants Name of entity to be purchased to be purchased - -------------------- -------------------- -------------------- Qualified LLC 10,464 1,395,254 Private LLC 74 9,885 4-EQ LLC 154 20,502 4-SBS LLC 251 33,412 PG-IV LLC 557 74,281
The purchase price for the shares of Preferred Stock and Warrants sold by Bridge LLC will be equal to the original purchase price paid therefor by Bridge LLC together with an allocable portion of the interest and other expenses incurred by Bridge LLC under the Credit Agreement referred to in Item 3. Item 7. Material to be Filed as Exhibits. Exhibit 10.7: Demand Notes issued by Bridge LLC to Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC. 37 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 By: /s/ David W. Knickel* ---------------------- Name: Thomas O. Hicks *By: David W. Knickel Attorney-in-Fact 38 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HM4 ICG QUALIFIED FUND, LLC By: /s/ David W. Knickel ---------------------- Name: David W. Knickel Title: Vice President 39 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HMTF EQUITY FUND IV (1999), L.P. By: HM4/GP (1999) Partners, L.P., its General Partner By: Hicks, Muse GP (1999) Partners IV, L.P., its General Partner By: Hicks, Muse (1999) Fund IV, LLC, its General Partner By: /s/ David W. Knickel --------------------- Name: David W. Knickel Title: Vice President 40 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HM4 ICG PRIVATE FUND, LLC By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 41 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HM4/GP (1999) PARTNERS, L.P. By: Hicks, Muse GP (1999) Partners IV, L.P., its General Partner By: Hicks, Muse (1999) Fund IV, LLC, its General Partner By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 42 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HMTF PRIVATE EQUITY FUND IV (1999), L.P. By: HM4/GP (1999) Partners, L.P., its General Partner By: Hicks, Muse GP (1999) Partners IV, L.P., its General Partner By: Hicks, Muse (1999) Fund IV, LLC, its General Partner By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 43 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HM 4-EQ ICG COINVESTORS, LLC By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 44 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HM 4-EQ (1999) COINVESTORS, L.P. By: Hicks, Muse GP (1999) Partners IV, L.P., its General Partner By: Hicks, Muse (1999) Fund IV, LLC, its General Partner By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 45 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HM 4-SBS ICG COINVESTORS, LLC By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 46 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HM 4-SBS (1999) COINVESTORS, L.P. By: Hicks, Muse GP (1999) Partners IV, L.P., its General Partner By: Hicks, Muse (1999) Fund IV, LLC, its General Partner By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 47 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HICKS, MUSE GP (1999) PARTNERS IV, L.P. By: Hicks, Muse (1999) Fund IV, LLC., its General Partner By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 48 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HICKS, MUSE (1999) FUND IV, LLC By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 49 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HM PG4-IV ICG, LLC By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 50 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HICKS, MUSE PG-IV (1999), C.V. By: HM Equity Fund IV/GP Partners (1999), C.V., its General Partner By: HM GP Partners IV Cayman, L.P., its General Partner By: HM Fund IV Cayman LLC, its General Partner By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 51 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HM EQUITY FUND IV/GP PARTNERS (1999), C.V. By: HM GP Partners IV Cayman, L.P., its General Partner By: HM IV Cayman LLC, its General Partner By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 52 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HM GP PARTNERS IV CAYMAN, L.P. By: HM Fund IV Cayman LLC, its General Partner By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 53 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HM FUND IV CAYMAN LLC By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 54 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HMTF BRIDGE ICG, LLC By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 55 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HMTF BRIDGE PARTNERS, L.P. By: HMTF Bridge Partners, LLC, its General Partner By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 56 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. July 25, 2000 HMTF BRIDGE PARTNERS, LLC By: /s/ David W. Knickel ---------------------------- Name: David W. Knickel Title: Vice President 57 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.7 Demand Notes issued by Bridge LLC to Qualified LLC, Private LLC, 4-EQ LLC, 4-SBS LLC and PG-IV LLC.
EX-10.7 2 ex10-7.txt DEMAND NOTE 1 EXHIBIT 10.7 THIS DEMAND NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH CONDITIONS SPECIFIED HEREIN. HMTF BRIDGE ICG, LLC Demand Note Dallas, Texas FOR VALUE RECEIVED, the undersigned (the "Company") , a limited liability company organized and existing under the laws of the State of Delaware, hereby promises to pay to the order of HM4 ICG Qualified Fund, LLC, or registered assigns, the principal sum of one hundred and nine million, six hundred and forty three thousand, six hundred and twenty Dollars ($109,643,620.00) not later than three business days after written demand for payment is delivered by the holder hereof to the Company at its principal office (which is located at 200 Crescent Court, Suite 1600, Dallas, Texas, on the date of this Note) , with simple interest at a rate of 8% per annum. Interest will be paid at the time of payment of the related principal or at the time this Note is otherwise surrendered by the holder hereof for cancellation. Payments of principal and interest accrued on the principal being paid to the date of payment are to be made at the home office of the Company, or such other place as the holder of this Note shall have specified in writing to the Company, in lawful money of the United States of America. This Note and the other Demand Notes being issued and dated the date hereof are herein called the "Notes". The Company represents and warrants that: (i) it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all power and authority to own and lease its property and to conduct its business as presently conducted or contemplated; the Company is duly qualified to transact business as a foreign corporation in each jurisdiction in which the conduct of its business as presently conducted or its ownership or leasing of property makes such qualification necessary; (ii) the execution and delivery by the Company of the Notes have been duly authorized by all the necessary corporate action and the Notes constitute the valid and binding agreements of the Company enforceable in accordance with their terms except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights generally from time to time in effect; and (iii) the execution and delivery of the Notes does not and will not contravene, or constitute a default under, any law or regulation, the limited liability company agreement of the Company or any agreement, judgement, injunction, order, decree or instrument binding upon the Company, or result in the creation or imposition of any lien, claim or encumbrance on any asset of the Company. 2 If any of the following events shall occur: (i) any representation or warranty made by the Company in this Note shall be false in any material respect on the date as of which made or the Company shall violate any covenant or agreement made by it in this Note; (ii) the Company shall make an assignment for the benefit of creditors or admit in writing its inability to pay off its debts as they become due; (iii) an order, judgement or decree shall be entered adjudicating the Company bankrupt or insolvent; (iv) the Company shall petition or apply to any tribunal for the appointment of a trustee, receiver or liquidator of the Company or of any substantial part of its assets, or commence any proceedings relating to the Company under and bankruptcy, reorganization arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; (v) any such petition or application shall be filed, or any such proceeding shall be commenced, against the Company and the Company by any act shall indicate its approval thereof, consent thereto or acquiescence therein, or any order, judgement or decree shall be entered appointing any such trustee, receiver or liquidator, or approving the petition in any such proceedings, and any such order, judgement or decree shall remain unstayed and in effect for more than 60 days; or (vi) any order, judgement or decree shall be entered in any proceeding against the Company decreeing the dissolution of the Company; then, notwithstanding any provision herein to the contrary, this Note shall thereupon be and become forthwith due and payable without demand or other notice of any kind by the holder hereof or any other person. The Company promises to pay the following costs, expenses and attorneys' fees paid or incurred by the holder of this Note, or adjudged by the court: (a) reasonable costs of collection, costs and expenses and attorneys' fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; and (b) costs of suit and such sums as the court may adjudge as attorneys' fees in any action to enforce payment of this Note or any part of it. Upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or his attorney duly authorized in writing, and upon satisfaction of the Company that such transfer is exempt from registration under the Securities Act of 1933, a new note for a like principal amount will be issued to, and registered in the name of, the transferee. The Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary. 3 No alteration, amendment or waiver of any provision of this Note, made by agreement of the holder hereof and any other person or party, shall constitute a waiver of any term hereof, or otherwise release or discharge the liability of the Company under this Note. This Note may not be modified, terminated or discharged nor shall any waiver hereunder be effective unless in writing signed by the party against whom the same is asserted. The provisions of this Note shall be construed and interpreted, and in all rights and obligations hereunder determined, in accordance with the laws of the State of New York. HMTF BRIDGE ICG, LLC By: /s/ DAVID W. KNICKEL -------------------------- Name: David W. Knickel -------------------------- Title: Vice President -------------------------- 4 THIS DEMAND NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH CONDITIONS SPECIFIED HEREIN. HMTF BRIDGE ICG, LLC Demand Note Dallas, Texas FOR VALUE RECEIVED, the undersigned (the "Company") , a limited liability company organized and existing under the laws of the State of Delaware, hereby promises to pay to the order of HM4 ICG Private Fund, LLC, or registered assigns, the principal sum of seven hundred and seventy six thousand, seven hundred and fifty eight Dollars ($776,758.00) not later than three business days after written demand for payment is delivered by the holder hereof to the Company at its principal office (which is located at 200 Crescent Court, Suite 1600, Dallas, Texas, on the date of this Note) , with simple interest at a rate of 8% per annum. Interest will be paid at the time of payment of the related principal or at the time this Note is otherwise surrendered by the holder hereof for cancellation. Payments of principal and interest accrued on the principal being paid to the date of payment are to be made at the home office of the Company, or such other place as the holder of this Note shall have specified in writing to the Company, in lawful money of the United States of America. This Note and the other Demand Notes being issued and dated the date hereof are herein called the "Notes". The Company represents and warrants that: (i) it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all power and authority to own and lease its property and to conduct its business as presently conducted or contemplated; the Company is duly qualified to transact business as a foreign corporation in each jurisdiction in which the conduct of its business as presently conducted or its ownership or leasing of property makes such qualification necessary; (ii) the execution and delivery by the Company of the Notes have been duly authorized by all the necessary corporate action and the Notes constitute the valid and binding agreements of the Company enforceable in accordance with their terms except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights generally from time to time in effect; and (iii) the execution and delivery of the Notes does not and will not contravene, or constitute a default under, any law or regulation, the limited liability company agreement of the Company or any agreement, judgement, injunction, order, decree or instrument binding upon the Company, or result in the creation or imposition of any lien, claim or encumbrance on any asset of the Company. If any of the following events shall occur: 5 (i) any representation or warranty made by the Company in this Note shall be false in any material respect on the date as of which made or the Company shall violate any covenant or agreement made by it in this Note; (ii) the Company shall make an assignment for the benefit of creditors or admit in writing its inability to pay off its debts as they become due; (iii) an order, judgement or decree shall be entered adjudicating the Company bankrupt or insolvent; (iv) the Company shall petition or apply to any tribunal for the appointment of a trustee, receiver or liquidator of the Company or of any substantial part of its assets, or commence any proceedings relating to the Company under and bankruptcy, reorganization arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; (v) any such petition or application shall be filed, or any such proceeding shall be commenced, against the Company and the Company by any act shall indicate its approval thereof, consent thereto or acquiescence therein, or any order, judgement or decree shall be entered appointing any such trustee, receiver or liquidator, or approving the petition in any such proceedings, and any such order, judgement or decree shall remain unstayed and in effect for more than 60 days; or (vi) any order, judgement or decree shall be entered in any proceeding against the Company decreeing the dissolution of the Company; then, notwithstanding any provision herein to the contrary, this Note shall thereupon be and become forthwith due and payable without demand or other notice of any kind by the holder hereof or any other person. The Company promises to pay the following costs, expenses and attorneys' fees paid or incurred by the holder of this Note, or adjudged by the court: (a) reasonable costs of collection, costs and expenses and attorneys' fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; and (b) costs of suit and such sums as the court may adjudge as attorneys' fees in any action to enforce payment of this Note or any part of it. Upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or his attorney duly authorized in writing, and upon satisfaction of the Company that such transfer is exempt from registration under the Securities Act of 1933, a new note for a like principal amount will be issued to, and registered in the name of, the transferee. The Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary. No alteration, amendment or waiver of any provision of this Note, made by agreement of the holder hereof and any other person or party, shall 6 constitute a waiver of any term hereof, or otherwise release or discharge the liability of the Company under this Note. This Note may not be modified, terminated or discharged nor shall any waiver hereunder be effective unless in writing signed by the party against whom the same is asserted. The provisions of this Note shall be construed and interpreted, and in all rights and obligations hereunder determined, in accordance with the laws of the State of New York. HMTF BRIDGE ICG, LLC By: /s/ DAVID W. KNICKEL -------------------------- Name: David W. Knickel -------------------------- Title: Vice President -------------------------- 7 THIS DEMAND NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH CONDITIONS SPECIFIED HEREIN. HMTF BRIDGE ICG, LLC Demand Note Dallas, Texas FOR VALUE RECEIVED, the undersigned (the "Company") , a limited liability company organized and existing under the laws of the State of Delaware, hereby promises to pay to the order of HM 4-EQ ICG Coinvestors Fund, LLC, or registered assigns, the principal sum of one million, six hundred and eleven thousand, one hundred and twenty nine Dollars ($1,611,129.00) not later than three business days after written demand for payment is delivered by the holder hereof to the Company at its principal office (which is located at 200 Crescent Court, Suite 1600, Dallas, Texas, on the date of this Note) , with simple interest at a rate of 8% per annum. Interest will be paid at the time of payment of the related principal or at the time this Note is otherwise surrendered by the holder hereof for cancellation. Payments of principal and interest accrued on the principal being paid to the date of payment are to be made at the home office of the Company, or such other place as the holder of this Note shall have specified in writing to the Company, in lawful money of the United States of America. This Note and the other Demand Notes being issued and dated the date hereof are herein called the "Notes". The Company represents and warrants that: (i) it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all power and authority to own and lease its property and to conduct its business as presently conducted or contemplated; the Company is duly qualified to transact business as a foreign corporation in each jurisdiction in which the conduct of its business as presently conducted or its ownership or leasing of property makes such qualification necessary; (ii) the execution and delivery by the Company of the Notes have been duly authorized by all the necessary corporate action and the Notes constitute the valid and binding agreements of the Company enforceable in accordance with their terms except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights generally from time to time in effect; and (iii) the execution and delivery of the Notes does not and will not contravene, or constitute a default under, any law or regulation, the limited liability company agreement of the Company or any agreement, judgement, injunction, order, decree or instrument binding upon the Company, or result in the creation or imposition of any lien, claim or encumbrance on any asset of the Company. 8 If any of the following events shall occur: (i) any representation or warranty made by the Company in this Note shall be false in any material respect on the date as of which made or the Company shall violate any covenant or agreement made by it in this Note; (ii) the Company shall make an assignment for the benefit of creditors or admit in writing its inability to pay off its debts as they become due; (iii) an order, judgement or decree shall be entered adjudicating the Company bankrupt or insolvent; (iv) the Company shall petition or apply to any tribunal for the appointment of a trustee, receiver or liquidator of the Company or of any substantial part of its assets, or commence any proceedings relating to the Company under and bankruptcy, reorganization arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; (v) any such petition or application shall be filed, or any such proceeding shall be commenced, against the Company and the Company by any act shall indicate its approval thereof, consent thereto or acquiescence therein, or any order, judgement or decree shall be entered appointing any such trustee, receiver or liquidator, or approving the petition in any such proceedings, and any such order, judgement or decree shall remain unstayed and in effect for more than 60 days; or (vi) any order, judgement or decree shall be entered in any proceeding against the Company decreeing the dissolution of the Company; then, notwithstanding any provision herein to the contrary, this Note shall thereupon be and become forthwith due and payable without demand or other notice of any kind by the holder hereof or any other person. The Company promises to pay the following costs, expenses and attorneys' fees paid or incurred by the holder of this Note, or adjudged by the court: (a) reasonable costs of collection, costs and expenses and attorneys' fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; and (b) costs of suit and such sums as the court may adjudge as attorneys' fees in any action to enforce payment of this Note or any part of it. Upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or his attorney duly authorized in writing, and upon satisfaction of the Company that such transfer is exempt from registration under the Securities Act of 1933, a new note for a like principal amount will be issued to, and registered in the name of, the transferee. The Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary. 9 No alteration, amendment or waiver of any provision of this Note, made by agreement of the holder hereof and any other person or party, shall constitute a waiver of any term hereof, or otherwise release or discharge the liability of the Company under this Note. This Note may not be modified, terminated or discharged nor shall any waiver hereunder be effective unless in writing signed by the party against whom the same is asserted. The provisions of this Note shall be construed and interpreted, and in all rights and obligations hereunder determined, in accordance with the laws of the State of New York. HMTF BRIDGE ICG, LLC By: /s/ DAVID W. KNICKEL -------------------------- Name: David W. Knickel -------------------------- Title: Vice President -------------------------- 10 THIS DEMAND NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH CONDITIONS SPECIFIED HEREIN. HMTF BRIDGE ICG, LLC Demand Note Dallas, Texas FOR VALUE RECEIVED, the undersigned (the "Company") , a limited liability company organized and existing under the laws of the State of Delaware, hereby promises to pay to the order of HM 4-SBS ICG Coinvestors Fund, LLC, or registered assigns, the principal sum of two million, six hundred and twenty five thousand, six hundred and twenty six Dollars ($2,625,626.00) not later than three business days after written demand for payment is delivered by the holder hereof to the Company at its principal office (which is located at 200 Crescent Court, Suite 1600, Dallas, Texas, on the date of this Note) , with simple interest at a rate of 8% per annum. Interest will be paid at the time of payment of the related principal or at the time this Note is otherwise surrendered by the holder hereof for cancellation. Payments of principal and interest accrued on the principal being paid to the date of payment are to be made at the home office of the Company, or such other place as the holder of this Note shall have specified in writing to the Company, in lawful money of the United States of America. This Note and the other Demand Notes being issued and dated the date hereof are herein called the "Notes". The Company represents and warrants that: (i) it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all power and authority to own and lease its property and to conduct its business as presently conducted or contemplated; the Company is duly qualified to transact business as a foreign corporation in each jurisdiction in which the conduct of its business as presently conducted or its ownership or leasing of property makes such qualification necessary; (ii) the execution and delivery by the Company of the Notes have been duly authorized by all the necessary corporate action and the Notes constitute the valid and binding agreements of the Company enforceable in accordance with their terms except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights generally from time to time in effect; and (iii) the execution and delivery of the Notes does not and will not contravene, or constitute a default under, any law or regulation, the limited liability company agreement of the Company or any agreement, judgement, injunction, order, decree or instrument binding upon the Company, or result in the creation or imposition of any lien, claim or encumbrance on any asset of the Company. 11 If any of the following events shall occur: (i) any representation or warranty made by the Company in this Note shall be false in any material respect on the date as of which made or the Company shall violate any covenant or agreement made by it in this Note; (ii) the Company shall make an assignment for the benefit of creditors or admit in writing its inability to pay off its debts as they become due; (iii) an order, judgement or decree shall be entered adjudicating the Company bankrupt or insolvent; (iv) the Company shall petition or apply to any tribunal for the appointment of a trustee, receiver or liquidator of the Company or of any substantial part of its assets, or commence any proceedings relating to the Company under and bankruptcy, reorganization arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; (v) any such petition or application shall be filed, or any such proceeding shall be commenced, against the Company and the Company by any act shall indicate its approval thereof, consent thereto or acquiescence therein, or any order, judgement or decree shall be entered appointing any such trustee, receiver or liquidator, or approving the petition in any such proceedings, and any such order, judgement or decree shall remain unstayed and in effect for more than 60 days; or (vi) any order, judgement or decree shall be entered in any proceeding against the Company decreeing the dissolution of the Company; then, notwithstanding any provision herein to the contrary, this Note shall thereupon be and become forthwith due and payable without demand or other notice of any kind by the holder hereof or any other person. The Company promises to pay the following costs, expenses and attorneys' fees paid or incurred by the holder of this Note, or adjudged by the court: (a) reasonable costs of collection, costs and expenses and attorneys' fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; and (b) costs of suit and such sums as the court may adjudge as attorneys' fees in any action to enforce payment of this Note or any part of it. Upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or his attorney duly authorized in writing, and upon satisfaction of the Company that such transfer is exempt from registration under the Securities Act of 1933, a new note for a like principal amount will be issued to, and registered in the name of, the transferee. The Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary. 12 No alteration, amendment or waiver of any provision of this Note, made by agreement of the holder hereof and any other person or party, shall constitute a waiver of any term hereof, or otherwise release or discharge the liability of the Company under this Note. This Note may not be modified, terminated or discharged nor shall any waiver hereunder be effective unless in writing signed by the party against whom the same is asserted. The provisions of this Note shall be construed and interpreted, and in all rights and obligations hereunder determined, in accordance with the laws of the State of New York. HMTF BRIDGE ICG, LLC By: /s/ DAVID W. KNICKEL -------------------------- Name: David W. Knickel -------------------------- Title: Vice President -------------------------- 13 THIS DEMAND NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH CONDITIONS SPECIFIED HEREIN. HMTF BRIDGE ICG, LLC Demand Note Dallas, Texas FOR VALUE RECEIVED, the undersigned (the "Company") , a limited liability company organized and existing under the laws of the State of Delaware, hereby promises to pay to the order of HM4 PG-IV ICG Fund, LLC, or registered assigns, the principal sum of five million, eight hundred and thirty seven thousand, two hundred and fifty six Dollars ($5,837,256.00) not later than three business days after written demand for payment is delivered by the holder hereof to the Company at its principal office (which is located at 200 Crescent Court, Suite 1600, Dallas, Texas, on the date of this Note) , with simple interest at a rate of 8% per annum. Interest will be paid at the time of payment of the related principal or at the time this Note is otherwise surrendered by the holder hereof for cancellation. Payments of principal and interest accrued on the principal being paid to the date of payment are to be made at the home office of the Company, or such other place as the holder of this Note shall have specified in writing to the Company, in lawful money of the United States of America. This Note and the other Demand Notes being issued and dated the date hereof are herein called the "Notes". The Company represents and warrants that: (i) it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all power and authority to own and lease its property and to conduct its business as presently conducted or contemplated; the Company is duly qualified to transact business as a foreign corporation in each jurisdiction in which the conduct of its business as presently conducted or its ownership or leasing of property makes such qualification necessary; (ii) the execution and delivery by the Company of the Notes have been duly authorized by all the necessary corporate action and the Notes constitute the valid and binding agreements of the Company enforceable in accordance with their terms except to the extent that enforcement may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights generally from time to time in effect; and (iii) the execution and delivery of the Notes does not and will not contravene, or constitute a default under, any law or regulation, the limited liability company agreement of the Company or any agreement, judgement, injunction, order, decree or instrument binding upon the Company, or result in the creation or imposition of any lien, claim or encumbrance on any asset of the Company. 14 If any of the following events shall occur: (i) any representation or warranty made by the Company in this Note shall be false in any material respect on the date as of which made or the Company shall violate any covenant or agreement made by it in this Note; (ii) the Company shall make an assignment for the benefit of creditors or admit in writing its inability to pay off its debts as they become due; (iii) an order, judgement or decree shall be entered adjudicating the Company bankrupt or insolvent; (iv) the Company shall petition or apply to any tribunal for the appointment of a trustee, receiver or liquidator of the Company or of any substantial part of its assets, or commence any proceedings relating to the Company under and bankruptcy, reorganization arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; (v) any such petition or application shall be filed, or any such proceeding shall be commenced, against the Company and the Company by any act shall indicate its approval thereof, consent thereto or acquiescence therein, or any order, judgement or decree shall be entered appointing any such trustee, receiver or liquidator, or approving the petition in any such proceedings, and any such order, judgement or decree shall remain unstayed and in effect for more than 60 days; or (vi) any order, judgement or decree shall be entered in any proceeding against the Company decreeing the dissolution of the Company; then, notwithstanding any provision herein to the contrary, this Note shall thereupon be and become forthwith due and payable without demand or other notice of any kind by the holder hereof or any other person. The Company promises to pay the following costs, expenses and attorneys' fees paid or incurred by the holder of this Note, or adjudged by the court: (a) reasonable costs of collection, costs and expenses and attorneys' fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; and (b) costs of suit and such sums as the court may adjudge as attorneys' fees in any action to enforce payment of this Note or any part of it. Upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or his attorney duly authorized in writing, and upon satisfaction of the Company that such transfer is exempt from registration under the Securities Act of 1933, a new note for a like principal amount will be issued to, and registered in the name of, the transferee. The Company may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company shall not be affected by any notice to the contrary. No alteration, amendment or waiver of any provision of this Note, made by agreement of the holder hereof and any other person or party, shall 15 constitute a waiver of any term hereof, or otherwise release or discharge the liability of the Company under this Note. This Note may not be modified, terminated or discharged nor shall any waiver hereunder be effective unless in writing signed by the party against whom the same is asserted. The provisions of this Note shall be construed and interpreted, and in all rights and obligations hereunder determined, in accordance with the laws of the State of New York. HMTF BRIDGE ICG, LLC By: /s/ DAVID W. KNICKEL -------------------------- Name: David W. Knickel -------------------------- Title: Vice President -------------------------- -----END PRIVACY-ENHANCED MESSAGE-----