X0201 4 2004-01-28 0001010286 FIRST AVENUE NETWORKS INC FRNS 0001127939 ASPEN ADVISORS LLC 152 WEST 57TH STREET 46TH FLOOR NEW YORK NY 10019 0 0 1 0 0001237622 ASPEN PARTNERS SERIES A 152 W. 57TH STREET 46TH FLOOR NEW YORK NY 10019 0 0 1 0 0001237613 ASPEN CAPITAL LLC 152 W. 57TH STREET 46TH FLOOR NEW YORK NY 10019 0 0 1 0 0001237606 HECHT NIKOS C/O ASPEN ADVISORS LLC 152 WEST 57TH STREET - 46TH FLOOR NEW YORK NY 10019 0 0 0 1 Managing Member Common Stock, par value $.001 per share 2004-01-28 4 P 0 625000 1.80 A 3701647 I Through a partnership & managed accounts Common Stock Purchase Warrants 1.84 2004-01-28 4 P 0 625000 1.80 A 2004-01-28 2009-01-28 Common Stock, par value $.001 per share 625000 1672140 I Through a partnership and managed accounts The Common Stock and Common Stock Purchase Warrants reported herein were purchased in a private transaction with the issuer. Of the 625,000 shares and 625,000 warrants reported in Table I and Table II, respectively, Aspen Partners, a series of Aspen Capital Partners LP, a Delaware limited partnership (the "Partnership") purchased 458,333 shares and 458,333 warrants, and a private institutional account managed by Aspen Advisors LLC, a Delaware limited liability company (the "Advisor") purchased 166,667 shares and 166,667 warrants. The Advisor also acts as the investment manager of the Partnership. Aspen Capital LLC, a Delaware limited liability company (the "General Partner") is the general partner of the Partnership. Of such 3,701,647 shares and 1,672,140 warrants, the Partnership owns 2,888,354 shares (including 103,025 shares received on December 23, 2003, as a final distribution under the issuer's plan of reorganization) and 1,306,122 warrants. The General Partner may be deemed to share beneficial ownership of such shares and warrants. The remaining 813,293 shares and 366,018 warrants are owned by private institutional clients of the Advisor (including 23,810 shares received on December 23, 2003, as a final distribution under the issuer's plan of reorganization). The Partnership and the General Partner disclaim any beneficial interest, pecuniary or otherwise, in the shares and warrants owned by the private institutional accounts, and the General Partner disclaims any beneficial interest in the shares and warrants owned by the Partnership in excess of a 1.77% pecuniary interest in such shares and warrants, calculated in accordance with Rules 16a-1(a)(2) and (a)(3). Mr. Nikos Hecht is the managing member of the General Partner and of the Advisor and, by virtue of such status, may be deemed the beneficial owner of the shares and warrants held by the Partnership and the private institutional clients. The Advisor disclaims any beneficial interest in the shares and warrants owned by the Partnership and the private institutional accounts. Mr. Hecht disclaims any beneficial interest in the shares and warrants owned by the Partnership and the private institutional accounts other than a 1.1% pecuniary interest in the shares and warrants owned by the Partnership, calculated in accordance with Rules 16a-1(a)(2) and (a)(3). Except as expressly acknowledged herein, this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Aspen Advisors LLC, by Nikos Hecht, Managing Member 2004-01-30 Aspen Partners Series A, a series of Aspen Capital Partners, LP by Aspen Capital LLC, General Partner, by Nikos Hecht, Managing Member 2004-01-30 Aspen Capital LLC by Nikos Hecht, Managing Member 2004-01-30 Nikos Hecht 2004-01-30