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Icg Communications Inc/DE · 8-K · For 5/21/02 · EX-2

Filed On 6/4/02   ·   Accession Number 950172-2-1202   ·   SEC File 1-11965

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 6/04/02  Icg Communications Inc/DE         8-K:3,7     5/21/02    6:2.5M                                   Skadden Arps Sla..LLP/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5±    23K 
 2: EX-2        Ex 2.1 Confirmation Order                             96±   416K 
 3: EX-2        Ex 2.2 Plan of Reorganization                        363±  1.96M 
 4: EX-2        Ex 2.3 Disclosure Statement                          510±  2.60M 
 5: EX-13       Ex 13.1 10Q                                           32    177K 
 6: EX-99       Ex 99.1 Press Release                                  2±     8K 


EX-2   —   Ex 2.2 Plan of Reorganization
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Exhibits
"Schedules
"Introduction
"Definitions, Rules of Interpretation, Computation of Time and Governing Law
"A. Scope Of Definitions; Rules Of Construction
"B. Definitions
"C. Rules of Interpretation
"D. Computation of Time
"E. Governing Law
"Classification of Claims and Interests
"2.1 Introduction
"2.2 Classification of Unimpaired Holdings Debtors' Claims and Interests
"2.3 Classification of Impaired Holdings Debtors' Claims and Interests
"2.4 Classification of Unimpaired Services Debtors' Claims and Interests Against the Holdings Debtors
"2.5 Classification of Impaired Services Debtors' Claims and Interests
"Treatment of Claims and Interests
"3.1 Unclassified Claims
"3.2 Unimpaired Classes of Holdings Debtors' Claims and Interests
"3.3 Impaired Classes of Holdings Debtors' Claims and Interests
"3.4 Unimpaired Classes Of Services Debtors' Claims and Interests
"3.5 Impaired Classes Of Services Debtors' Claims and Interests
"3.6 Reservation of Rights Regarding Claims
"Acceptance or Rejection of the Plan
"4.1 Impaired Classes of Claims and Interests Entitled to Vote
"4.2 Acceptance by an Impaired Class
"4.3 Presumed Acceptances by Unimpaired Classes
"4.4 Classes Deemed to Reject Plan
"4.5 Summary of Classes Voting on the Plan
"4.6 Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code
"Means for Implementation of the Plan
"5.1 Continued Corporate Existence
"5.2 Cancellation Of Old Securities And Agreements
"5.3 Certificates of Incorporation and By-laws
"5.4 Restructuring Transactions
"5.5 Issuance of New Securities
"5.6 Compensation And Benefit Programs
"5.7 Directors And Officers of Reorganized Debtors
"5.8 Revesting Of Assets; Releases of Liens
"5.9 Preservation Of Rights Of Action
"5.10 Effectuating Documents; Further Transactions
"5.11 Exemption From Certain Transfer Taxes
"5.12 Releases and Related Matters
"5.13 Lucent Settlement
"5.14 Cisco Settlement
"5.15 Exit Financing
"Substantive Consolidation
"6.1 Substantive Consolidation
"6.2 Order Granting Substantive Consolidation
"Treatment of Executory Contracts and Unexpired Leases
"7.1 Assumed Contracts And Leases
"7.2 Payments Related To Assumption Of Contracts and Leases
"7.3 Rejected Contracts and Leases
"7.4 Rejection Damages Bar Date
"Provisions Governing Distributions
"8.1 Distributions For Claims Allowed As Of The Effective Date
"8.2 Interest On Claims
"8.3 Distributions by Disbursing Agent
"8.4 Record Date For Distributions To Holders Of Lender Claims and Old Notes
"8.5 Means Of Cash Payment
"8.6 Calculation Of Distribution Amounts Of New Common Shares and New Holdings Creditor Warrants
"8.7 Delivery Of Distributions
"8.8 Surrender of Securities and Instruments
"8.9 Withholding And Reporting Requirements
"8.10 Setoffs
"9.1 Prosecution Of Objections to Claims
"9.2 Treatment of Disputed Claims
"9.3 Disputed Claims Reserves
"9.4 Distributions on Account of Disputed Claims Once They Are Allowed and Additional Distributions on Account of Previously Allowed Claims
"Conditions Precedent to Confirmation and Consummation of the Plan
"10.1 Conditions To Confirmation
"10.2 Conditions To Effective Date
"10.3 Waiver Of Conditions
"Retention of Jurisdiction
"Miscellaneous Provisions
"12.1 Professional Fee Claims
"12.2 Administrative Claims Bar Date
"12.3 Payment Of Statutory Fees
"12.4 Modifications and Amendments
"12.5 Severability Of Plan Provisions
"12.6 Successors And Assigns
"12.7 Compromises and Settlements
"12.8 Releases And Satisfaction Of Subordination and Other Rights
"12.9 Discharge Of The Debtors
"12.10 Injunction
"12.11 Exculpation And Limitation Of Liability
"12.12 Binding Effect
"12.13 Revocation, Withdrawal, Or Non-Consummation
"12.14 Plan Exhibits
"12.15 Notices
"12.16 Indemnification and Related Matters
"12.17 Prepayment
"12.18 Dissolution of the Creditors' Committee and Establishment of the Claims Resolution Committee
"12.19 Term Of Injunctions Or Stays
"Stock
"Lenders
"Interest
"Expenses
"Registration Rights Agreement
"Term Sheet
"Financing
"Convertible Unsecured Notes
"Priority
"Preferred Stock
EX-21st "Page" of 7TOCTopPreviousNextBottomJust 1st
 

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE - - - - - - - - - - - - - - - - - - - - - - - - x : Chapter 11 : In re: : : Case No. 00-4238 (PJW) ICG COMMUNICATIONS, INC. : et al., : -- -- : Jointly Administered Debtors. : x - - - - - - - - - - - - - - - - - - - - - - - SECOND AMENDED JOINT PLAN OF REORGANIZATION OF ICG COMMUNICATIONS, INC. AND ITS AFFILIATED DEBTORS AND DEBTORS IN POSSESSION --------------------------------- David S. Kurtz Timothy R. Pohl Rena M. Samole SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS) 333 West Wacker Drive Chicago, Illinois 60606-1285 (312) 407-0700 - and - Gregg M. Galardi (I.D. No. 2991) SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Rodney Square P.O. Box 636 Wilmington, Delaware 19899 (302) 651-3000 Counsel for Debtors and Debtors in Possession Dated as of: April 3, 2002 TABLE OF CONTENTS Page EXHIBITS...................................................................vii INTRODUCTION.................................................................1 ARTICLE I DEFINITIONS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW.....................................1 A. Scope Of Definitions; Rules Of Construction........................1 B. Definitions........................................................1 1.1 "Administrative Claim".................................1 1.2 "Allowed Claim"........................................1 1.3 "Allowed Class . . . Claim"............................1 1.4 "Ballots"..............................................2 1.5 "Bankruptcy Code"......................................2 1.6 "Bankruptcy Court".....................................2 1.7 "Bankruptcy Rules".....................................2 1.8 "Bar Date(s)"..........................................2 1.9 "BoA"..................................................2 1.10 "Business Day".........................................2 1.11 "Cash".................................................2 1.12 "Chapter 11 Case"......................................2 1.13 "Chief Executive Officer"..............................2 1.14 "Claim"................................................2 1.15 "Claims Objection Deadline"............................2 1.16 "Claims Resolution Committee"..........................2 1.17 "Class"................................................2 1.18 "Class H-4 Stock Pool".................................2 1.19 "Class S-4 Stock Pool".................................2 1.20 "Collateral"...........................................3 1.21 "Confirmation".........................................3 1.22 "Confirmation Date"....................................3 1.23 "Confirmation Hearing".................................3 1.24 "Confirmation Order"...................................3 1.25 "Convenience Claims"...................................3 1.26 "Credit Documents".....................................3 1.27 "Creditor".............................................3 1.28 "Creditors' Committee".................................3 1.29 "Cure".................................................3 1.30 "Debtor(s)"............................................3 1.31 "Dilution".............................................3 1.32 "Disclosure Statement".................................3 1.33 "Disbursing Agent".....................................3 1.34 "Disputed Claim".......................................3 1.35 "Disputed Claim Amount"................................4 1.36 "Distribution Date"....................................4 1.37 "Distribution Record Date".............................4 1.38 "Effective Date".......................................4 1.39 "Estate(s)"............................................4 1.40 "Exit Financing".......................................4 1.41 "Face Amount"..........................................4 1.42 "Final Order"..........................................4 1.43 "General Unsecured Claim"..............................5 1.44 "Holdings Debtors".....................................5 1.45 "ICG Interests"........................................5 1.46 "Impaired".............................................5 1.47 "Indemnification Obligation"...........................5 1.48 "Indenture Trustees"...................................5 1.49 "Intercompany Claim"...................................5 1.50 "Interest".............................................5 1.51 "Lender"...............................................5 1.52 "Lien".................................................5 1.53 "Litigation Claims"....................................5 1.54 "Management Option Plan"...............................5 1.55 "Management Option Plan Participants"..................5 1.56 "Management Options"...................................6 1.57 "New Common Shares"....................................6 1.58 "New Convertible Notes"................................6 1.59 "New Holdings Creditor Warrants".......................6 1.60 "New Secured Notes"....................................6 1.61 "New Securities".......................................6 1.62 "New Senior Subordinated Term Loan" ...................6 1.63 "Non-Debtor Subsidiaries"..............................6 1.64 "Old Common Shares"....................................6 1.65 "Old Holdings Indentures"..............................6 1.66 "Old Holdings Note Claims".............................6 1.67 "Old Holdings Notes"...................................6 1.68 "Old Indentures".......................................6 1.69 "Old Note Claims"......................................6 1.70 "Old Notes"............................................6 1.71 "Old Preferred Shares".................................7 1.72 "Old Securities".......................................7 1.73 "Old Services Indentures"..............................7 1.74 "Old Services Note Claims".............................7 1.75 "Old Services Notes"...................................7 1.76 "Old Stock Options"....................................7 1.77 "Other Priority Claim".................................7 1.78 "Other Secured Claims".................................7 1.79 "Person" ..............................................7 1.80 "Petition Date"........................................7 1.81 "Plan".................................................7 1.82 "Plan Exhibit".........................................7 1.83 "Pre-Petition Credit Agreement"........................7 1.84 "Pre-Petition Credit Facility Agreements"..............7 1.85 "Priority Tax Claim"...................................7 1.86 "Professional".........................................7 1.87 "Professional Fee Claim"...............................8 1.88 "Pro Rata".............................................8 1.89 "Proof of Claim".......................................8 1.90 "Quarterly Distribution Date"..........................8 1.91 "Registration Rights Agreement"........................8 1.92 "Reinstated" or "Reinstatement"........................8 1.93 "Reorganized Debtor(s)"................................8 1.94 "Reorganized Subsidiary Debtor(s)".....................8 1.95 "Reorganized ICG"......................................8 1.96 "Restructuring Transactions"...........................8 1.97 "Schedules"............................................8 1.98 "Secured Claim"........................................8 1.99 "Secured Lender Claim".................................9 1.100 "Securities Act".......................................9 1.101 "Services Debtors".....................................9 1.102 "Services Interests"...................................9 1.103 "Special Committee"....................................9 1.104 "Subordinated Claims"..................................9 1.105 "Subsidiaries".........................................9 1.106 "Subsidiary Debtors"...................................9 1.107 "Subsidiary Interests".................................9 1.108 "Substantial Contribution Claim".......................9 1.109 "Unimpaired"...........................................9 1.110 "Unimpaired Claim".....................................9 1.111 "Voting Record Date"...................................9 C. Rules of Interpretation................................9 D. Computation of Time...................................10 E. Governing Law.........................................10 ARTICLE II CLASSIFICATION OF CLAIMS AND INTERESTS.............................10 2.1 Introduction..........................................10 2.2 Classification of Unimpaired Holdings Debtors' Claims and Interests..................................10 2.3 Classification of Impaired Holdings Debtors' Claims and Interests..................................11 2.4 Classification of Unimpaired Services Debtors' Claims and Interests Against the Holdings Debtors.....11 2.5 Classification of Impaired Services Debtors' Claims and Interests..................................11 ARTICLE III TREATMENT OF CLAIMS AND INTERESTS..................................12 3.1 Unclassified Claims...................................12 3.2 Unimpaired Classes of Holdings Debtors' Claims and Interests.........................................12 3.3 Impaired Classes of Holdings Debtors' Claims and Interests.............................................13 3.4 Unimpaired Classes Of Services Debtors' Claims and Interests.............................................13 3.5 Impaired Classes Of Services Debtors' Claims and Interests.........................................14 3.6 Reservation of Rights Regarding Claims................14 ARTICLE IV ACCEPTANCE OR REJECTION OF THE PLAN................................14 4.1 Impaired Classes of Claims and Interests Entitled to Vote...............................................14 4.2 Acceptance by an Impaired Class.......................14 4.3 Presumed Acceptances by Unimpaired Classes............14 4.4 Classes Deemed to Reject Plan.........................15 4.5 Summary of Classes Voting on the Plan.................15 4.6 Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code.......................................15 ARTICLE V MEANS FOR IMPLEMENTATION OF THE PLAN...............................15 5.1 Continued Corporate Existence.........................15 5.2 Cancellation Of Old Securities And Agreements.........15 5.3 Certificates of Incorporation and By-laws.............15 5.4 Restructuring Transactions............................16 5.5 Issuance of New Securities............................16 5.6 Compensation And Benefit Programs.....................17 5.7 Directors And Officers of Reorganized Debtors.........17 5.8 Revesting Of Assets; Releases of Liens................17 5.9 Preservation Of Rights Of Action......................17 5.10 Effectuating Documents; Further Transactions..........18 5.11 Exemption From Certain Transfer Taxes.................18 5.12 Releases and Related Matters..........................18 5.13 Lucent Settlement.....................................19 5.14 Cisco Settlement......................................19 5.15 Exit Financing........................................19 ARTICLE VI SUBSTANTIVE CONSOLIDATION..........................................20 6.1 Substantive Consolidation.............................20 6.2 Order Granting Substantive Consolidation..............20 ARTICLE VII TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES..............21 7.1 Assumed Contracts And Leases..........................21 7.2 Payments Related To Assumption Of Contracts and Leases................................................21 7.3 Rejected Contracts and Leases.........................22 7.4 Rejection Damages Bar Date ..........................22 ARTICLE VIII PROVISIONS GOVERNING DISTRIBUTIONS.................................22 8.1 Distributions For Claims Allowed As Of The Effective Date..................................................22 8.2 Interest On Claims....................................22 8.3 Distributions by Disbursing Agent.....................22 8.4 Record Date For Distributions To Holders Of Lender Claims and Old Notes..................................23 8.5 Means Of Cash Payment.................................23 8.6 Calculation Of Distribution Amounts Of New Common Shares and New Holdings Creditor Warrants......23 8.7 Delivery Of Distributions.............................23 8.8 Surrender of Securities and Instruments...............24 8.9 Withholding And Reporting Requirements................24 8.10 Setoffs...............................................25 ARTICLE IX PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED AND DISTRIBUTIONS WITH RESPECT THERETO.............................25 9.1 Prosecution Of Objections to Claims...................25 9.2 Treatment of Disputed Claims..........................26 9.3 Disputed Claims Reserves..............................26 9.4 Distributions on Account of Disputed Claims Once They Are Allowed and Additional Distributions on Account of Previously Allowed Claims..................26 ARTICLE X CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN.......................................26 10.1 Conditions To Confirmation............................26 10.2 Conditions To Effective Date..........................26 10.3 Waiver Of Conditions..................................27 ARTICLE XI RETENTION OF JURISDICTION..........................................27 ARTICLE XII MISCELLANEOUS PROVISIONS...........................................28 12.1 Professional Fee Claims...............................28 12.2 Administrative Claims Bar Date........................29 12.3 Payment Of Statutory Fees.............................29 12.4 Modifications and Amendments..........................29 12.5 Severability Of Plan Provisions.......................29 12.6 Successors And Assigns................................29 12.7 Compromises and Settlements...........................30 12.8 Releases And Satisfaction Of Subordination and Other Rights................................................30 12.9 Discharge Of The Debtors..............................30 12.10 Injunction............................................30 12.11 Exculpation And Limitation Of Liability...............31 12.12 Binding Effect........................................31 12.13 Revocation, Withdrawal, Or Non-Consummation...........31 12.14 Plan Exhibits.........................................32 12.15 Notices...............................................32 12.16 Indemnification and Related Matters...................33 12.17 Prepayment............................................33 12.18 Dissolution of the Creditors' Committee and Establishment of the Claims Resolution Committee .....33 12.19 Term Of Injunctions Or Stays..........................35  EXHIBITS Exhibit A Form of Certificate of Incorporation of Reorganized ICG Exhibit B Form of Bylaws of Reorganized ICG Exhibit C Form of Management Option Plan Exhibit D Termsheet for New Holdings Creditor Warrants Exhibit E Termsheet for New Secured Notes Exhibit F Form of Registration Rights Agreement Exhibit G Commitment Letter and Termsheet For New Convertible Notes Exhibit H Commitment Letter and Termsheet for New Senior Subordinated Term Loan  SCHEDULES Schedule 1.63 Schedule of Non-Debtor Subsidiaries Schedule 1.106 Schedule of Subsidiary Debtors Schedule 5.9 Schedule of Causes of Action to be Retained by Reorganized ICG Schedule 5.13 Lucent Settlement Agreement Schedule 5.14 Cisco Settlement Agreement Schedule 7.1 Non-Exclusive Schedule of Assumed Contracts Schedule 7.3 Exclusive Schedule of Rejected Contracts  INTRODUCTION ICG Communications, Inc., a Delaware corporation ("ICG"), and those entities listed on Schedule 1.106 hereto (collectively, the "Subsidiary Debtors"), hereby propose the following joint plan of reorganization (the "Plan") for the resolution of their outstanding creditor Claims (as defined herein) and equity Interests (as defined herein). Reference is made to the Disclosure Statement (as defined herein) distributed contemporaneously herewith, for a discussion of the Debtors' history, businesses, properties, results of operations, projections for future operations, risk factors, a summary and analysis of the Plan, and certain related matters, including the New Securities (as defined herein) to be issued under the Plan. The Debtors are the proponents of this Plan within the meaning of section 1129 of the Bankruptcy Code. All holders of Claims are encouraged to read this Plan and the Disclosure Statement in their entirety before voting to accept or reject this Plan. Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Fed. R. Bankr. P. 3019 and Article XII of this Plan, the Debtors reserve the right to alter, amend, modify, revoke or withdraw this Plan prior to its substantial consummation. ARTICLE I  DEFINITIONS, RULES OF INTERPRETATION, COMPUTATION OF TIME AND GOVERNING LAW  A. Scope Of Definitions; Rules Of Construction For purposes of this Plan, except as expressly provided or unless the context otherwise requires, all capitalized terms not otherwise defined shall have the meanings ascribed to them in Article I of this Plan. Any term used in this Plan that is not defined herein, but is defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules. Whenever the context requires, such terms shall include the plural as well as the singular number, the masculine gender shall include the feminine, and the feminine gender shall include the masculine.  B. Definitions 1.1 "Administrative Claim" means a Claim for payment of an administrative expense of a kind specified in section 503(b) or 1114(e)(2) of the Bankruptcy Code and entitled to priority pursuant to section 507(a)(1) of the Bankruptcy Code, including, but not limited to, (a) the actual, necessary costs and expenses, incurred after the Petition Date, of preserving the Estates and operating the businesses of the Debtors, including wages, salaries, or commissions for services rendered after the commencement of the Chapter 11 Case, (b) Professional Fee Claims, (c) all fees and charges assessed against the Estates under 28 U.S.C. ss. 1930 and (d) all Allowed Claims that are entitled to be treated as Administrative Claims pursuant to a Final Order of the Bankruptcy Court under section 546(c)(2)(A) of the Bankruptcy Code. 1.2 "Allowed Claim" means a Claim or any portion thereof (a) that has been allowed by a Final Order, or (b) as to which, on or by the Effective Date, (i) no proof of claim has been filed with the Bankruptcy Court and (ii) the liquidated and noncontingent amount of which is Scheduled, other than a Claim that is Scheduled at zero, in an unknown amount, or as disputed, or (c) for which a proof of claim in a liquidated amount has been timely filed with the Bankruptcy Court pursuant to the Bankruptcy Code, any Final Order of the Bankruptcy Court or other applicable bankruptcy law, and as to which either (i) no objection to its allowance has been filed within the periods of limitation fixed by the Plan, the Bankruptcy Code or by any order of the Bankruptcy Court or (ii) any objection to its allowance has been settled or withdrawn, or has been denied by a Final Order, or (d) that is expressly allowed in a liquidated amount in this Plan. 1.3 "Allowed Class . . . Claim" means an Allowed Claim in the particular Class described. 1.4 "Ballots" means each of the ballot forms distributed with the Disclosure Statement to holders of Impaired Claims entitled to vote as specified in Section 4.1 of this Plan, in connection with the solicitation of acceptances of the Plan. 1.5 "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as codified in title 11 of the United States Code, 11 U.S.C.ss.ss. 101-1330, as now in effect or hereafter amended. 1.6 "Bankruptcy Court" means the United States Bankruptcy Court for the District of Delaware or such other court as may have jurisdiction over the Chapter 11 Case. 1.7 "Bankruptcy Rules" means, collectively, the Federal Rules of Bankruptcy Procedure and the Official Bankruptcy Forms, as amended, the Federal Rules of Civil Procedure, as amended, as applicable to the Chapter 11 Case or proceedings therein, and the Local Rules of the Bankruptcy Court, as applicable to the Chapter 11 Case or proceedings therein, as the case may be. 1.8 "Bar Date(s)" means the date(s), if any, designated by the Bankruptcy Court as the last dates for filing proofs of Claim or Interest against the Debtors. 1.9 "BoA" means Bank of America, N.A. 1.10 "Business Day" means any day, excluding Saturdays, Sundays or "legal holidays" (as defined in Fed. R. Bankr. P. 9006(a)), on which commercial banks are open for business in New York, New York. 1.11 "Cash" means legal tender of the United States or equivalents thereof. 1.12 "Chapter 11 Case" means the jointly administered Chapter 11 cases of the Debtors. 1.13 Chief Executive Officer means, at any time prior to the Effective Date, the Person holding the title of chief executive officer of ICG, and at any time after the Effective Date, the Person holding the title of chief executive officer of Reorganized ICG. 1.14 "Claim" means a claim against the Debtors, or any of them, whether or not asserted, as defined in Section 101(5) of the Bankruptcy Code. 1.15 "Claims Objection Deadline" means the last day for filing objections to Disputed Claims, which day shall be ninety (90) days after the Effective Date, unless such date is extended by the Bankruptcy Court upon request by the Debtors. 1.16 "Claims Resolution Committee" means the committee established pursuant to Section 12.18 of this Plan. 1.17 "Class" means a category of holders of Claims or Interests, as described in Article II of this Plan. 1.18 "Class H-4 Stock Pool" means New Common Shares in an amount equal to (a) eight (8) million multiplied by a fraction, the numerator of which is the amount of Allowed General Unsecured Claims against the Holdings Debtors and the denominator of which is the amount of all Allowed General Unsecured Claims plus (b) 280,000 New Common Shares. 1.19 "Class S-4 Stock Pool" means New Common Shares in an amount equal to (a) eight (8) million multiplied by a fraction, the numerator of which is the amount of Allowed General Unsecured Claims against the Services Debtors, and the denominator of which is the amount of all Allowed General Unsecured Claims minus (b) 280,000 New Common Shares . 1.20 "Collateral" means any property or interest in the property of a Debtor's Estate subject to a Lien to secure the payment or performance of a Claim, which Lien is not subject to avoidance under the Bankruptcy Code or otherwise invalid under the Bankruptcy Code or applicable state law. 1.21 "Confirmation" means entry by the Bankruptcy Court of the Confirmation Order. 1.22 "Confirmation Date" means the date of entry by the clerk of the Bankruptcy Court of the Confirmation Order. 1.23 "Confirmation Hearing" means the hearing to consider confirmation of the Plan under section 1128 of the Bankruptcy Code. 1.24 "Confirmation Order" means the order entered by the Bankruptcy Court confirming the Plan. 1.25 "Convenience Claims" means any Claim that otherwise would be an Allowed Class H-4 or S-4 Claim against the Debtors in an amount equal to or less than $5,000. Holders of Claims in excess of $5,000 may, by an irrevocable written election made on a validly executed and timely delivered ballot, reduce all of such holder's Claims to $5,000 in the aggregate, and thus have such reduced, single Claim classified in Class H-3 or S-3. 1.26 "Credit Documents" means the "Credit Documents" as defined in the Pre-Petition Credit Agreement. 1.27 "Creditor" means any Person who holds a Claim against any of the Debtors. 1.28 "Creditors' Committee" means the official committee of unsecured creditors appointed pursuant to section 1102(a) of the Bankruptcy Code in the Chapter 11 Case. 1.29 "Cure" means the distribution of Cash, or such other property as may be agreed upon by the parties or ordered by the Bankruptcy Court, with respect to the assumption of an executory contract or unexpired lease, pursuant to section 365(b) of the Bankruptcy Code, in an amount equal to all unpaid monetary obligations, without interest, or such other amount as may be agreed upon by the parties, under such executory contract or unexpired lease, to the extent such obligations are enforceable under the Bankruptcy Code and applicable bankruptcy law. 1.30 "Debtor(s)" means, individually, ICG and each of the Subsidiary Debtors, and collectively, ICG and the Subsidiary Debtors, including in their capacity as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code, and as reorganized hereunder. 1.31 "Dilution" means dilution subsequent to the Effective Date (a) from conversion of the New Convertible Notes into New Common Shares, (b) from exercise of the New Holdings Creditor Warrants, (c) to the extent necessary to give effect to the exercise of the Management Options, (c) from the exercise of the warrants to be issued in connection with the New Senior Subordinated Term Loan, or (e) otherwise as a result of the issuance of common shares, implementation of other management incentive programs or other action taken by the board of directors of Reorganized ICG. 1.32 "Disclosure Statement" means the written disclosure statement that relates to the Plan, as amended, supplemented, or modified from time to time, and that is prepared and distributed in accordance with section 1125 of the Bankruptcy Code and Fed. R. Bankr. P. 3018. 1.33 "Disbursing Agent" means Reorganized ICG or any party designated by Reorganized ICG, in its sole discretion, to serve as disbursing agent under the Plan. 1.34 "Disputed Claim" means any Claim that has not been Allowed pursuant to the Plan or a Final Order of the Bankruptcy Court, and (a) if no Proof of Claim has been, or deemed to have been filed, by the applicable Bar Date, which has been or hereafter is listed on the Schedules as unliquidated, contingent, or disputed, and which has not been resolved by written agreement of the parties or an order of the Bankruptcy Court; (b) if a Proof of Claim has been filed, or deemed to have been filed, by the applicable Bar Date (i) a Claim for which a corresponding Claim has been listed on the Schedules as unliquidated, contingent or disputed; (ii) a Claim for which a corresponding Claim has been listed on the Schedules as other than unliquidated, contingent or disputed, but the amount of such Claim as asserted in the Proof of Claim varies from the amount of such Claim as listed in the Schedules; or (iii) as to which a Debtor has timely filed an objection or request for estimation in accordance with the Plan, the Bankruptcy Code, the Bankruptcy Rules, and any orders of the Bankruptcy Court, or which is otherwise disputed by a Debtor in accordance with applicable law, which objection, request for estimation or dispute has not been withdrawn, or determined by a Final Order; (c) for which a Proof of Claim was required to be filed by order of the Bankruptcy Court, but as to which a Proof of Claim was not timely or properly filed; or (d) that is disputed in accordance with the provisions of this Plan. 1.35 "Disputed Claim Amount" means (a) if a liquidated amount is set forth in the Proof of Claim relating to a Disputed Claim, (i) the liquidated amount set forth in the Proof of Claim relating to the Disputed Claim; (ii) an amount agreed to by the Debtors and the holder of such Disputed Claim; or (iii) if a request for estimation is filed by the Debtors, the amount at which such Claim is estimated by the Bankruptcy Court; (b) if no liquidated amount is set forth in the Proof of Claim relating to a Disputed Claim, (i) an amount agreed to by the Debtors and the holder of such Disputed Claim or (ii) the amount estimated by the Bankruptcy Court with respect to such Disputed Claim; or (c) if the Claim was listed on the Schedules as unliquidated, contingent or disputed and no Proof of Claim was filed, or deemed to have been filed, by the applicable Bar Date and the Claim has not been resolved by written agreement of the parties or an order of the Bankruptcy Court, zero. 1.36 "Distribution Date" means the date, occurring as soon as practicable after the Effective Date, upon which distributions are made by the Reorganized Debtors, to holders of Allowed Claims entitled to receive distributions under this Plan. 1.37 "Distribution Record Date" means the record date for purposes of making distributions under the Plan on account of Allowed Claims, which date shall be the Confirmation Date or such other date designated in the Confirmation Order. 1.38 "Effective Date" means the Business Day on which all conditions to the consummation of the Plan as set forth in Section 10.2 of this Plan have been satisfied or waived as provided in Article X of this Plan and is the effective date of the Plan. 1.39 "Estate(s)" means, individually, the estate of each Debtor in the Chapter 11 Case, and, collectively, the estates of all Debtors in the Chapter 11 Case, created pursuant to section 541 of the Bankruptcy Code. 1.40 "Exit Financing" means the issuance by Reorganized ICG on the Effective Date of the New Senior Subordinated Term Loan and the New Convertible Notes. 1.41 "Face Amount" means (a) when used in reference to a Disputed Claim, the full stated amount claimed by the holder of such Claim in any proof of Claim timely filed with the Bankruptcy Court or otherwise deemed timely filed by any Final Order of the Bankruptcy Court or other applicable bankruptcy law, and (b) when used in reference to an Allowed Claim, the allowed amount of such Claim. 1.42 "Final Order" means an order or judgment of the Bankruptcy Court, or other court of competent jurisdiction, as entered on the docket in the Chapter 11 Case, the operation or effect of which has not been stayed, reversed, or amended and as to which order or judgment (or any revision, modification, or amendment thereof) the time to appeal or seek review or rehearing has expired and as to which no appeal or petition for review or rehearing was filed or, if filed, remains pending. 1.43 "General Unsecured Claim" means a Claim against the Debtors that is not an Administrative Claim, Priority Tax Claim, Other Priority Claim, Other Secured Claim, Secured Lender Claim, Subordinated Claim or Convenience Claim. 1.44 "Holdings Debtors" means all Debtors, collectively, other than the Services Debtors. 1.45 "ICG Interests" means, collectively, the Old Common Shares, the Old Preferred Shares, and the Old Stock Options, together with any other options, warrants, conversion rights, rights of first refusal or other rights, contractual or otherwise, to acquire or receive any Old Common Shares, Old Preferred Shares, Old Stock Options, or other equity ownership interests in ICG or any of the other Holdings Debtors (other than the Subsidiary Interests), and any contracts subscriptions, commitments or agreements pursuant to which a party was or could have been entitled to receive shares, securities or other ownership interests in ICG or any of the other Holdings Debtors (other than the Subsidiary Interests). 1.46 "Impaired" means, when used with reference to a Claim or Interest, a Claim or Interest that is impaired within the meaning of section 1124 of the Bankruptcy Code. 1.47 "Indemnification Obligation" means any obligation of any of the Debtors to indemnify, reimburse or provide contribution to any present or former officer, director or employee, or any present or former professionals, advisors or representatives of the Debtors, pursuant to by-laws, articles of incorporation, contract or otherwise as may be in existence immediately prior to the Petition Date. 1.48 "Indenture Trustees" means (a) with respect to the Old Services Notes, Bank One or its successor, in either case, in its capacity as indenture trustee for each of the Old Services Notes, and (b) with respect to the Old Holdings Notes, HSBC Bank USA or its successor, in either case, in its capacity as indenture trustee for each of the Old Holdings Notes. 1.49 "Intercompany Claim" means, as the case may be, any Claim (a) by a Debtor against another Debtor or (b) by a Non-Debtor Subsidiary against a Debtor. 1.50 "Interest" means (a) the legal, equitable, contractual and other rights of any Person (including any 401K plan or plan participant) with respect to ICG Interests, (b) the legal, equitable, contractual or other rights of any Person with respect to the Subsidiary Interests and (c) the legal, equitable, contractual or other rights of any Person to acquire or receive any of the foregoing. 1.51 "Lender" means a "Lender" as defined in the Pre-Petition Credit Agreement, dated as of August 12, 1999, Royal Bank of Canada as administrative agent and collateral agent, Morgan Stanley Senior Funding, Inc. as sole book-runner and lead arranger for the Lenders, BoA and Barclays Bank Plc as co-documentation agents, and their individual successors and assigns. 1.52 "Lien" means a charge against or interest in property to secure payment of a debt or performance of an obligation. 1.53 "Litigation Claims" means the claims, rights of action, suits, or proceedings, whether in law or in equity, whether known or unknown, that the Debtors or their Estates may hold against any Person, which are to be retained by the Reorganized Debtors pursuant to Section 5.9 of this Plan. 1.54 "Management Option Plan" means a stock option plan to be adopted by Reorganized ICG pursuant to Section 5.6 of this Plan, in substantially the form of Exhibit C to this Plan. 1.55 "Management Option Plan Participants" means the employees of Reorganized ICG entitled to participate in the Management Option Plan. 1.56 "Management Options" means the options to be issued by Reorganized ICG to the Management Option Plan Participants to purchase New Common Shares pursuant to the provisions of the Management Option Plan. 1.57 "New Common Shares" means the common shares of Reorganized ICG authorized pursuant to Section 5.5 of this Plan. 1.58 "New Convertible Notes" means the convertible unsecured promissory notes to be issued on the Effective Date, as contemplated by Section 5.15 of the Plan, with the terms and conditions substantially as set forth in Exhibit G to this Plan. 1.59 "New Holdings Creditor Warrants" means the warrants to purchase 800,000 New Common Shares, with terms and conditions set forth in Exhibit D to this Plan, to be issued on the Effective Date by Reorganized ICG pursuant to Section 5.5 of this Plan for distribution to holders of Allowed Claims in Class H-4, if Class H-4 accepts the Plan pursuant to Section 3.3(b) of this Plan. 1.60 "New Secured Notes" means the secured promissory notes to be issued on the Effective Date by Reorganized ICG pursuant to Section 5.5 of this Plan for distribution to holders of Allowed Claims in Class S-5, with the terms and conditions substantially as set forth in Exhibit E to this Plan. 1.61 "New Securities" means, collectively, the Management Options, New Common Shares, New Holdings Creditor Warrants, and New Secured Notes. 1.62 "New Senior Subordinated Term Loan" means the new senior subordinated term loan to be made on the Effective Date to Reorganized ICG in the principal amount of $25 million, to be arranged by Cerberus Capital Management L.P., as contemplated by Section 5.15 of this Plan, with the terms and conditions substantially set forth in Exhibit H to this Plan. 1.63 "Non-Debtor Subsidiaries" means, collectively, the direct and indirect subsidiaries of ICG listed on Schedule 1.63, which have not commenced Chapter 11 cases and thus are not Debtors. 1.64 "Old Common Shares" means the common shares of ICG issued and outstanding as of the Petition Date. 1.65 "Old Holdings Indentures" means Indentures (a) dated March 11, 1997, between Norwest, as trustee, and ICG Holdings, Inc., for the 11 5/8% Senior Notes due 2007; (b) dated April 30, 1996, between Norwest, as trustee, and ICG Telecom Group, Inc. (f/k/a Intelcom Group, Inc.) for the 12 1/2% Senior Notes due 2006; and (c) dated August 8, 1995, between Norwest, as trustee, and ICG Telecom Group, Inc. (f/k/a Intelcom Group, Inc.), for the 13 1/2% Senior Notes due 2005, pursuant to which the Old Holdings Notes were issued and are outstanding. 1.66 "Old Holdings Note Claims" means any Claim arising from the Old Holdings Notes. 1.67 "Old Holdings Notes" means the (a) the 11 5/8% Senior Notes due 2007 issued by ICG Holdings, Inc.; (b) the 12 1/2% Senior Notes due 2006 issued by ICG Telecom Group, Inc. (f/k/a Intelcom Group, Inc.); and (c) the 13 1/2% Senior Notes due 2005 issued by ICG Telecom Group, Inc. (f/k/a Intelcom Group, Inc.), issued and outstanding under the respective Old Holdings Indentures. 1.68 "Old Indentures" means, collectively, the Old Holdings Indentures and the Old Services Indentures. 1.69 "Old Note Claims" means, collectively, the Old Holdings Note Claims and the Old Services Note Claims. 1.70 "Old Notes" means, collectively, the Old Holdings Notes and the Old Services Notes. 1.71 "Old Preferred Shares" means the preferred shares of any of the Debtors issued and outstanding as of the Petition Date, including (i) ICG Communications, Inc. 8% Series A-1, A-2, and A-3 Convertible Preferred Securities Mandatorily Redeemable 2009; (ii) ICG Funding, LLC Exchangeable Limited Liability Company Preferred Securities Mandatorily Redeemable 2009; (iii) ICG Communications, Inc. 6 3/4% Preferred Stock Mandatorily Redeemable 2009; (iv) ICG Holdings, Inc. 14% Preferred Stock, Mandatorily Redeemable 2008; and (v) ICG Holdings, Inc. 14 1/4% Preferred Stock Mandatorily Redeemable 2007. 1.72 "Old Securities" means collectively, the Old Common Shares, the Old Preferred Shares, the Old Stock Options and the Old Notes. 1.73 "Old Services Indentures" means Indentures (a) dated April 27, 1998, between Norwest, as trustee, and ICG Services, Inc., for the 9 7/8% Senior Notes due 2008; and (b) dated February 12, 1998, between Norwest, as trustee, and ICG Services, Inc., for the 10% Senior Notes due 2008, pursuant to which the Old Services Notes were issued and are outstanding. 1.74 "Old Services Note Claims" means any Claim arising from the Old Services Notes. 1.75 "Old Services Notes" means the (a) 9 7/8% Senior Notes due 2008 issued by ICG Services, Inc.; and (b) the 10% Senior Notes due 2008, dated February 12, 1998 issued by ICG Services, Inc., issued and outstanding under the respective Old Services Indentures. 1.76 "Old Stock Options" means the outstanding options to purchase Old Common Shares or Old Preferred Shares, as of the Petition Date. 1.77 "Other Priority Claim" means a Claim entitled to priority pursuant to section 507(a) of the Bankruptcy Code other than a Priority Tax Claim or an Administrative Claim. 1.78 "Other Secured Claims" means all Secured Claims against any of the Debtors, as the case may be, other than the Secured Lender Claims. 1.79 "Person" means Person as defined in section 101 (41) of the Bankruptcy Code. 1.80 "Petition Date" means the date on which the Debtors filed their petitions for relief commencing the Chapter 11 Case. 1.81 "Plan" means this Chapter 11 reorganization plan and all exhibits annexed hereto or referenced herein, as the same may be amended, modified or supplemented from time to time. 1.82 "Plan Exhibit" means any exhibit or schedule attached hereto. 1.83 "Pre-Petition Credit Agreement" means the Credit Agreement, dated as of August 12, 1999, among ICG, as borrower, the Lenders, Royal Bank of Canada, as administrative agent and collateral agent, Morgan Stanley Senior Funding, Inc., as sole book-runner and lead arranger for the Lenders, and BoA and Barclays Bank Plc as co-documentation agents, as amended. 1.84 "Pre-Petition Credit Facility Agreements" mean the Pre-Petition Credit Agreement and the Credit Documents. 1.85 "Priority Tax Claim" means a Claim that is entitled to priority pursuant to section 507(a)(8) of the Bankruptcy Code. 1.86 "Professional" means any professional employed in the Chapter 11 Case pursuant to sections 327 or 1103 of the Bankruptcy Code or otherwise and any professionals seeking compensation or reimbursement of expenses in connection with the Chapter 11 Case pursuant to section 503(b)(4) of the Bankruptcy Code. 1.87 "Professional Fee Claim" means a Claim of a Professional for compensation or reimbursement of costs and expenses relating to services incurred after the Petition Date and prior to and including the Effective Date. 1.88 "Pro Rata" means, at any time, the proportion that the Face Amount of a Claim in a particular Class bears to the aggregate Face Amount of all Claims (including Disputed Claims) in such Class, unless the Plan provides otherwise. 1.89 "Proof of Claim" means the proof of claim that must be filed by a holder of an Impaired Unsecured Claim by the Bar Date. 1.90 "Quarterly Distribution Date" means the last Business Day of the month following the end of each calendar quarter after the Effective Date; provided, however, that if the Effective Date is within 30 days of the end of a calendar quarter, the first Quarterly Distribution Date will be the last Business Day of the month following the end of the first calendar quarter after the calendar quarter in which the Effective Date falls. 1.91 "Registration Rights Agreement" means an agreement to be entered into between Reorganized ICG and certain holders of General Unsecured Claims with respect to rights of registration as to the New Common Shares, in substantially the form set forth in Exhibit F to this Plan. 1.92 "Reinstated" or "Reinstatement" means (i) leaving unaltered the legal, equitable, and contractual rights to which a Claim entitles the holder of such Claim or Interest so as to leave such Claim or Interest unimpaired in accordance with section 1124 of the Bankruptcy Code or (ii) notwithstanding any contractual provision or applicable law that entitles the holder of such Claim to demand or receive accelerated payment of such Claim or Interest after the occurrence of a default (a) curing any such default that occurred before or after the Petition Date, other than a default of a kind specified in section 365(b)(2) of the Bankruptcy Code; (b) reinstating the maturity of such Claim or Interest as such maturity existed before such default; (c) compensating the holder of such Claim or Interest for any damages incurred as a result of any reasonable reliance by such holder on such contractual provision or such applicable law; and (d) not otherwise altering the legal, equitable, or contractual rights to which such Claim or Interest entitles the holder of such Claim or Interest; provided, however, that any contractual right that does not pertain to the payment when due of principal and interest on the obligation on which such Claim or Interest is based, including, but not limited to, financial covenant ratios, negative pledge covenants, covenants or restrictions on merger or consolidation, and affirmative covenants regarding corporate existence prohibiting certain transactions or actions contemplated by the Plan, or conditioning such transactions or actions on certain factors, shall not be required to be reinstated in order to accomplish Reinstatement. 1.93 "Reorganized Debtor(s)" means, individually, any Reorganized Debtor and, collectively, all Reorganized Debtors, on or after the Effective Date. 1.94 "Reorganized Subsidiary Debtor(s)" means, individually, a Reorganized Subsidiary Debtor, and, collectively, all Reorganized Subsidiary Debtors, on or after the Effective Date. 1.95 "Reorganized ICG" means reorganized ICG or its successor, on and after the Effective Date. 1.96 "Restructuring Transactions" has the meaning ascribed thereto in Section 5.4 of this Plan. 1.97 "Schedules" means the schedules of assets and liabilities and the statements of financial affairs, if any, filed in the Bankruptcy Court by the Debtors as such schedules or statements as may be amended or supplemented from time to time in accordance with Fed. R. Bankr. P. 1009 or orders of the Bankruptcy Court. 1.98 "Secured Claim" means a Claim that is secured by a Lien on property in which an Estate has an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim holder's interest in the Estate's interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code. 1.99 "Secured Lender Claim" means a Claim of a Lender arising under or as a result of the Pre-Petition Credit Facility Agreement, which Claims shall be deemed Allowed pursuant to this Plan in the aggregate amount of $84,573,943.83 million. 1.100 "Securities Act" means the Securities Act of 1933, 15 U.S.C.ss.ss.77a-77aa, as now in effect or hereafter amended. 1.101 "Services Debtors" means, collectively, ICG Equipment, Inc., ICG Mountain View, Inc., ICG NetAhead, Inc., and ICG Services, Inc. 1.102 "Services Interests" means the common stock of ICG Services, Inc., together with any other options, warrants, conversation rights, rights of first refusal, or other rights, contractual or otherwise, to acquire or receive any common or preferred stock or other equity interest in any of the Services Debtors (other than Subsidiary Interests), and any contracts, subscriptions, commitments or agreements pursuant to which a party was or could have been entitled to receive shares, securities, or other ownership interests in any of the Services Debtors (other than Subsidiary Interests). 1.103 "Special Committee" means the Special Committee of the Board of Directors of ICG, which is comprised of Messrs. William J. Laggett, John U. Moorhead, II, Leontis Teryazos, and Walter Threadgill. 1.104 "Subordinated Claims" means any Claim subordinated pursuant to sections 510(b) or (c) of the Bankruptcy Code, which shall include any Claim arising from the rescission of a purchase or sale of any Old Security, any Claim for damages arising from the purchase or sale of an Old Security, or any Claim for reimbursement, contribution or indemnification on account of any such Claim. 1.105 "Subsidiaries" mean, collectively, the Subsidiary Debtors and the Non-Debtor Subsidiaries. 1.106 "Subsidiary Debtors" means the direct and indirect subsidiaries of ICG listed on Schedule 1.106, each of which are Debtors. 1.107 "Subsidiary Interests" means, collectively, the issued and outstanding shares of common stock of the Subsidiary Debtors directly or indirectly owned by ICG, as of the Petition Date. 1.108 "Substantial Contribution Claim" means a claim for compensation or reimbursement of expenses incurred in making a substantial contribution in the Chapter 11 Case pursuant to section 503(b)(3),(4), or (5) of the Bankruptcy Code. 1.109 "Unimpaired" means, when used with reference to a Claim or Interest, a Claim or Interest that is not impaired within the meaning of section 1124 of the Bankruptcy Code. 1.110 "Unimpaired Claim" means a Claim that is not an Impaired Claim. 1.111 "Voting Record Date" means the voting record date for voting to accept or reject this Plan, as determined by the Bankruptcy Court.  C. Rules of Interpretation For purposes of the Plan (a) any reference in the Plan to a contract, instrument, release, indenture, or other agreement or documents being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions, (b) any reference in the Plan to an existing document or exhibit filed or to be filed means such document or exhibit as it may have been or may be amended, modified, or supplemented, (c) unless otherwise specified, all references in the Plan to sections, articles, schedules, and exhibits are references to sections, articles, schedules, and exhibits of or to the Plan, (d) the words "herein" and "hereto" refer to the Plan in its entirety rather than to a particular portion of the Plan, (e) captions and headings to articles and sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of the Plan, and (f) the rules of construction set forth in section 102 of the Bankruptcy Code and in the Bankruptcy Rules shall apply.  D. Computation of Time In computing any period of time prescribed or allowed by the Plan, the provisions of Fed. R. Bankr. P. 9006(a) shall apply.  E. Governing Law Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code and Bankruptcy Rules), the laws of (i) the State of Delaware shall govern the construction and implementation of the Plan and any agreements, documents, and instruments executed in connection with the Plan and (ii) the laws of the state of incorporation of each Debtor shall govern corporate governance matters with respect to such Debtor, in either case without giving effect to the principles of conflicts of law thereof. ARTICLE II  CLASSIFICATION OF CLAIMS AND INTERESTS  2.1 Introduction The Plan is premised on the substantive consolidation of the Estates that comprise the Holdings Debtors, and the Estates that comprise the Services Debtors, respectively, for purposes of voting on, distributions under, and Confirmation of the Plan only, as provided in Section 6.1 of the Plan. The Plan does not provide for the substantive consolidation of the Holdings Debtors and the Services Debtors. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims, have not been classified, and the respective treatment of such unclassified claims is set forth in Section 3.1 of the Plan. A Claim or Interest is placed in a particular Class only to the extent that the Claim or Interest falls within the description of that Class. A Claim may be and is classified in other Classes to the extent that any portion of the Claim or Interest falls within the description of such other Classes. A Claim is also placed in a particular Class only to the extent that such Claim is an Allowed Claim in that Class and such Claim has not been paid, released, or otherwise settled prior to the Effective Date.  2.2 Classification of Unimpaired Holdings Debtors' Claims and Interests (a) Class H-1: Other Priority Claims Against the Holdings Debtors Class H-1 consists of all Other Priority Claims against the Holdings Debtors. (b) Class H-2: Other Secured Claims Against the Holdings Debtors Class H-2 consists of separate subclasses for each Other Secured Claim against a Holdings Debtor secured by a Lien upon property in which a Holdings Debtor Estate has an interest. Each subclass is deemed to be a separate Class for all purposes under the Bankruptcy Code.  2.3 Classification of Impaired Holdings Debtors' Claims and Interests. (a) Class H-3: Convenience Claims Against the Holdings Debtors Class H-3 consists of all Convenience Claims against the Holdings Debtors. (b) Class H-4: General Unsecured Claims Against the Holdings Debtors Class H-4 consists of all General Unsecured Claims against the Holdings Debtors. (c) Class H-5: ICG Interests and Subordinated Claims Against the Holdings Debtors Class H-5 consists of all ICG Interests and any Subordinated Claims against the Holdings Debtors.  2.4 Classification of Unimpaired Services Debtors' Claims and Interests Against the Holdings Debtors (a) Class S-1: Other Priority Claims Against the Services Debtors Class S-1 consists of all Other Priority Claims against the Services Debtors. (b) Class S-2: Other Secured Claims Against the Services Debtors Class S-2 consists of separate subclasses for each Other Secured Claim against a Services Debtor secured by a Lien upon property in which a Services Debtor Estate has an interest. Each subclass is deemed to be a separate Class for all purposes under the Bankruptcy Code.  2.5 Classification of Impaired Services Debtors' Claims and Interests (a) Class S-3: Convenience Claims Against the Services Debtors Class S-3 consists of all Convenience Claims against the Services Debtors. (b) Class S-4: General Unsecured Claims Against the Services Debtors Class S-4 consists of all General Unsecured Claims against the Services Debtors. (c) Class S-5: Secured Lender Claims Class S-5 consists of all Secured Lender Claims. (d) Class S-6: Services Interests and Subordinated Claims Against the Services Debtors Class S-6 consists of the Services Interests and Subordinated Claims Against the Services Debtors. ARTICLE III  TREATMENT OF CLAIMS AND INTERESTS  3.1 Unclassified Claims (a) Administrative Claims Except as otherwise provided for herein, and subject to the requirements of Sections 12.1 - 12.3 of this Plan, on, or as soon as reasonably practicable after, the latest of (i) the Distribution Date, (ii) the date such Administrative Claim becomes an Allowed Administrative Claim, or (iii) the date such Administrative Claim becomes payable pursuant to any agreement between a Debtor and the holder of such Administrative Claim, each holder of an Allowed Administrative Claim shall receive in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Administrative Claim (x) Cash equal to the unpaid portion of such Allowed Administrative Claim or (y) such other treatment as to which the applicable Debtor, and such holder shall have agreed upon in writing; provided, however, that Allowed Administrative Claims with respect to liabilities incurred by a Debtor in the ordinary course of business during the Chapter 11 Case shall be paid in the ordinary course of business in accordance with the terms and conditions of any agreements relating thereto. (b) Priority Tax Claims Each holder of an Allowed Priority Tax Claim, at the sole option of the Debtors, shall be entitled to receive on account of such Allowed Priority Tax Claim, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Priority Tax Claim, (i) equal Cash payments made on the last Business Day of every three (3) month period following the Effective Date, over a period not to exceed six (6) years after the assessment of the tax on which such Claim is based, totaling the principal amount of such Claim plus simple interest on any outstanding balance from the Effective Date calculated at the interest rate available on ninety (90) day United States Treasuries on the Effective Date or (ii) such other treatment agreed to by the Allowed Priority Tax Claim holder and the Debtors.  3.2 Unimpaired Classes of Holdings Debtors' Claims and Interests (a) Class H-1: Other Priority Claims Against the Holdings Debtors On, or as soon as reasonably practicable after, the latest of (i) the Distribution Date, (ii) the date such Claim becomes an Allowed Class H-1 Claim, or (iii) the date such Class H-1 Claim becomes payable pursuant to any agreement between a Holdings Debtor and the holder of such Class H-1 Claim, each holder of an Allowed Class H-1 Claim shall receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Class H-1 Claim (x) Cash equal to the unpaid portion of such Allowed Class H-1 Claim or (y) such other treatment as to which a Debtor and such holder shall have agreed upon in writing. (b) Class H-2: Other Secured Claims Against the Holdings Debtors On the Effective Date, the legal, equitable and contractual rights of holders of Allowed Class H-2 Claims shall be Reinstated, subject to the provisions of Article VIII of this Plan. The Holdings Debtors' failure to object to any such Class H-2 Claims in the Chapter 11 Cases shall be without prejudice to the Holdings Debtors' or the Reorganized Debtors' right to contest or otherwise defend against such Claim in the appropriate forum when and if such Claim is sought to be enforced by the holder of such Claim. Notwithstanding section 1141(c) or any other provision of the Bankruptcy Code, all pre-petition liens on property of any Holdings Debtor held by or on behalf of the Class H-2 Claim holders with respect to such Claims shall survive the Effective Date and continue in accordance with the contractual terms of the underlying agreements with such Claim holders until, as to each such Claim holder, the Allowed Claims of such Class H-2 Claim holder are paid in full, subject to the provisions of Article VIII of this Plan. Nothing in this Section 3.2(b) or elsewhere in this Plan shall preclude the Holdings Debtors or Reorganized Debtors from challenging the validity of any alleged lien on any asset of a Holdings Debtor or the value of such Collateral.  3.3 Impaired Classes of Holdings Debtors' Claims and Interests (a) Class H-3: Convenience Claims Against the Holdings Debtors On or as soon as reasonably practicable after the Effective Date, each holder of an Allowed Class H-3 Claim shall receive, in full satisfaction, settlement, release, and discharge of an in exchange for such Allowed Class H-3 Claim, Cash equal to fifty percent (50%) of the amount of such Allowed Claim. (b) Class H-4: General Unsecured Claims Against the Holdings Debtors On or as soon as reasonably practicable after the Effective Date, each holder of an Allowed Class H-4 Claim, shall receive, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class H-4 Claim: (x) its Pro Rata share of 100% of the Class H-4 Stock Pool; plus (y) if Class H-4 votes to accept the Plan, its Pro Rata Share of 100% of the New Holdings Creditor Warrants. If Class H-4 votes against the Plan, holders of Allowed Class H-4 Claims shall not receive the New Holdings Creditor Warrants and such warrants shall not be issued. (c) Class H-5: ICG Interests and Subordinated Claims Against the Holdings Debtors The holders of ICG Interests and Subordinated Claims against the Holdings Debtors shall not receive or retain any property under the Plan on account of such Interests or Claims. On the Effective Date, all of the ICG Interests shall be deemed cancelled and extinguished.  3.4 Unimpaired Classes Of Services Debtors' Claims and Interests (a) Class S-1: Other Priority Claims Against the Services Debtors On, or as soon as reasonably practicable after, the latest of (i) the Distribution Date, (ii) the date such Claim becomes an Allowed Class S-1 Claim, or (iii) the date such Class S-1 Claim becomes payable pursuant to any agreement between a Services' Debtor and the holder of such Class S-1 Claim, each holder of an Allowed Class S-1 Claim shall receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Class S-1 Claim (x) Cash equal to the unpaid portion of such Allowed Class S-1 Claim or (y) such other treatment as to which a Debtor and such holder shall have agreed upon in writing. (b) Class S-2: Other Secured Claims Against the Services Debtors On the Effective Date, the legal, equitable and contractual rights of holders of Allowed Class S-2 Claims shall be Reinstated, subject to the provisions of Article VIII of this Plan. The Services Debtors' failure to object to any such Class S-2 Claims in the Chapter 11 Cases shall be without prejudice to the Services Debtors' or the Reorganized Debtors' right to contest or otherwise defend against such Claim in the appropriate forum when and if such Claim is sought to be enforced by the holder of such Claim. Notwithstanding section 1141(c) or any other provision of the Bankruptcy Code, all pre-petition liens on property of any Services Debtor held by or on behalf of the Class S-2 Claim holders with respect to such Claims shall survive the Effective Date and continue in accordance with the contractual terms of the underlying agreements with such Claim holders until, as to each such Claim holder, the Allowed Claims of such Class S-2 Claim holder are paid in full, subject to the provisions of Article VIII of this Plan. Nothing in this Section 3.4(b) or elsewhere in this Plan shall preclude the Debtors or Reorganized Debtors from challenging the validity of any alleged lien on any asset of a Debtor or the value of such Collateral.  3.5 Impaired Classes Of Services Debtors' Claims and Interests (a) Class S-3: Convenience Claims Against the Services Debtors On or as soon as reasonably practicable after the Effective Date, each holder of an Allowed Class S-3 Claim shall receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Class S-3 Claim, Cash equal to fifty percent (50%) of the amount of such Allowed Claim. (b) Class S-4: General Unsecured Claims Against the Services Debtors On or as soon as reasonably practicable after the Effective Date, each holder of an Allowed Class S-4 Claim, shall receive, in full satisfaction, settlement, release and discharge of and in exchange for such Allowed Class S-4 Claim, its Pro Rata share of 100% of the Class S-4 Stock Pool. (c) Class S-5: Secured Lender Claims On the Effective Date, each holder of an Allowed Class S-5 Claim shall receive, in full satisfaction, settlement, release, and discharge of and in exchange for such Allowed Class S-5 Claim, its Pro Rata share of (i) $25 million in Cash and (ii) one-hundred percent (100%) of the New Secured Notes. (d) Class S-6: Services Interests and Subordinated Claims The holders of Services Interests and Subordinated Claims against the Services Debtors shall not receive or retain any property under the Plan on account of such Interests or Claims. On the Effective Date, all of the Services Interests shall be deemed cancelled and extinguished.  3.6 Reservation of Rights Regarding Claims Except as otherwise explicitly provided in the Plan, nothing shall affect the Debtors' or Reorganized Debtors' rights and defenses, both legal and equitable, with respect to any Claims, including, but not limited to, all rights with respect to legal and equitable defenses to alleged rights of setoff or recoupment. ARTICLE IV  ACCEPTANCE OR REJECTION OF THE PLAN  4.1 Impaired Classes of Claims and Interests Entitled to Vote. Subject to Section 4.4 of the Plan, Claim and Interest holders in each Impaired Class of Claims or Interests are entitled to vote as a class to accept or reject the Plan.  4.2 Acceptance by an Impaired Class. In accordance with section 1126(c) of the Bankruptcy Code and except as provided in section 1126(e) of the Bankruptcy Code, an Impaired Class of Claims shall have accepted the Plan if the Plan is accepted by the holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims of such Class that have timely and properly voted to accept or reject the Plan.  4.3 Presumed Acceptances by Unimpaired Classes. Classes H-1, H-2, S-1, and S-2 are Unimpaired by the Plan. Under section 1126(f) of the Bankruptcy Code, such Claim holders are conclusively presumed to accept the Plan, and the votes of such Claim holders will not be solicited.  4.4 Classes Deemed to Reject Plan. Holders of Interests and Claims in Classes H-5 and S-6 are not entitled to receive or retain any property under the Plan. Under section 1126(g) of the Bankruptcy Code, Class H-5 and S-6 Interest and Claim holders are deemed to reject the Plan, and the votes of such Interest or Claim holders will not be solicited.  4.5 Summary of Classes Voting on the Plan. As a result of the provisions of Sections 4.1, 4.3 and 4.4 of this Plan, the votes of holders of Claims in Classes H-3, H-4, S-3, S-4, and S-5 will be solicited with respect to this Plan.  4.6 Confirmation Pursuant to Section 1129(b) of the Bankruptcy Code. To the extent that any Impaired Class rejects the Plan or is deemed to have rejected the Plan, the Debtors will request confirmation of the Plan, as it may be modified from time to time, under section 1129(b) of the Bankruptcy Code. The Debtors reserve the right to alter, amend, modify, revoke or withdraw the Plan or any Plan Exhibit or Schedule, including to amend or modify it to satisfy the requirements of section 1129(b) of the Bankruptcy Code, if necessary. ARTICLE V  MEANS FOR IMPLEMENTATION OF THE PLAN  5.1 Continued Corporate Existence Subject to the Restructuring Transactions defined in Section 5.4 of the Plan, the Reorganized Debtors shall continue to exist after the Effective Date as separate corporate entities, in accordance with the applicable law in the respective jurisdictions in which they are incorporated and pursuant to their respective certificates or articles of incorporation and by-laws in effect prior to the Effective Date, except to the extent such certificates or articles of incorporation and by-laws are amended by this Plan.  5.2 Cancellation Of Old Securities And Agreements (a) On the Effective Date, except as otherwise provided for herein, (a) the Old Securities and any other note, bond, indenture, or other instrument or document evidencing or creating any indebtedness or obligation of a Debtor, shall be canceled, and (b) the obligations of the Debtors and the Indenture Trustees under any agreements, indentures or certificates of designations governing the Old Securities and any other note, bond, indenture or other instrument or document evidencing or creating any indebtedness or obligation of a Debtor, as the case may be, shall be discharged. (b) Notwithstanding the foregoing, the applicable provisions of the Old Indentures shall continue in effect solely for the purposes of permitting the respective Indenture Trustees to make distributions to holders of Old Note Claims, pursuant to this Plan. Except as provided in any contract, instrument or other agreement or document entered into or delivered in connection with this Plan, on the Effective Date and immediately following the completion of distributions to holders of Claims in Classes H-4 and S-4, the Indenture Trustees shall be released from all duties, without any further action on the part of the Debtors or Reorganized ICG.  5.3 Certificates of Incorporation and By-laws The certificate or articles of incorporation and by-laws of each Debtor shall be amended as necessary to satisfy the provisions of the Plan and the Bankruptcy Code and shall include, among other things, pursuant to section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance of non-voting equity securities, but only to the extent required by section 1123(a)(6) of the Bankruptcy Code. The amended Certificate of Incorporation and By- laws of Reorganized ICG shall be in substantially the form attached to this Plan as Exhibits A and B, respectively, subject to modification to incorporate applicable provisions of the terms and conditions for the purchase of the New Convertible Notes, as set forth on Exhibit G to this Plan.  5.4 Restructuring Transactions (a) On or after the Effective Date, the applicable Reorganized Debtors may enter into such transactions and may take such actions as may be necessary or appropriate to effect a corporate restructuring of their respective businesses, to otherwise simplify the overall corporate structure of the Reorganized Debtors, or to reincorporate certain of the Subsidiary Debtors under the laws of jurisdictions other than the laws of which the applicable Subsidiary Debtors are presently incorporated. Such restructuring may include one or more mergers, consolidations, restructures, dispositions, liquidations, or dissolutions, as may be determined by the Debtors or Reorganized Debtors to be necessary or appropriate (collectively, the "Restructuring Transactions"). The actions to effect the Restructuring Transactions may include: (a) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, disposition, liquidation, or dissolution containing terms that are consistent with the terms of the Plan and that satisfy the applicable requirements of applicable state law and such other terms to which the applicable entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, duty, or obligation on terms consistent with the terms of the Plan and having such other terms to which the applicable entities may agree; (c) the filing of appropriate certificates or articles of merger, consolidation, or dissolution pursuant to applicable state law; and (d) all other actions that the applicable entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable state law in connection with such transactions. The Restructuring Transactions may include one or more mergers, consolidations, restructures, dispositions, liquidations, or dissolutions, as may be determined by the Reorganized Debtors to be necessary or appropriate to result in substantially all of the respective assets, properties, rights, liabilities, duties, and obligations of certain of the Reorganized Debtors vesting in one or more surviving, resulting, or acquiring corporations. In each case in which the surviving, resulting, or acquiring corporation in any such transaction is a successor to a Reorganized Debtor, such surviving, resulting, or acquiring corporation will perform the obligations of the applicable Reorganized Debtor pursuant to the Plan to pay or otherwise satisfy the Allowed Claims against such Reorganized Debtor, except as provided in any contract, instrument, or other agreement or document effecting a disposition to such surviving, resulting, or acquiring corporation, which may provide that another Reorganized Debtor will perform such obligations. (b) As part of the Restructuring Transactions, on, prior to, or as soon as practicable after, the Effective Date, Reorganized ICG shall take whatever steps are necessary and appropriate to wind-up and terminate the following entities' corporate existence, including to transfer the assets of such entity (including Subsidiary Interests) to such other of the Debtors as the Debtors may determine: ICG Funding, LLC (Delaware); ICG Services, Inc. (Delaware); ICG Telecom of San Diego, L.P. (CA Limited Partnership); ICG Telecom Canada, Inc. (Federal Canadian); Zycom Corporation (Alberta, Canada); Zycom Corporation (Texas); Zycom Network Services, Inc. (Texas); and ICG NetAhead, Inc. (Delaware). As part of the Restructuring Transactions, the following transactions will occur: (i) the holders of Allowed General Unsecured Claims of ICG Holdings, Inc., which are classified in Class H-4, will contribute such Claims to ICG Holdings, Inc. in exchange for New Common Shares necessary to fund the Class H-4 Stock Pool; and (ii) ICG Services, Inc. will contribute ICG Equipment, Inc. and ICG Mountain View, Inc. to ICG Holdings, Inc. in exchange for New Common Shares necessary to fund the Class S-4 Stock Pool, and the Disbursing Agent shall, on behalf of ICG Services, Inc., distribute such New Common Shares to the holders of Allowed General Unsecured Claims of ICG Services, Inc., which are classified in Class S-4, in satisfaction of such Claims and in complete liquidation of ICG Services, Inc.  5.5 Issuance of New Securities On the Effective Date, Reorganized ICG shall issue for distribution in accordance with the terms of the Plan: (a) $59,573,943.83 in principal amount of New Secured Notes to holders of Allowed Claims in Class S-5; (b) eight (8) million shares of New Common Shares to the holders of Allowed Claims in Classes H-4 and S-4; and (c) the New Holdings Creditor Warrants to holders of Allowed Claims in Class H-4 if Class H-4 accepts the Plan. The issuance of all of the New Securities, and the distribution thereof shall be exempt from registration under applicable securities laws pursuant to section 1145 of the Bankruptcy Code. Without limiting the effect of section 1145 of the Bankruptcy Code, on the Effective Date, Reorganized ICG will enter into a Registration Rights Agreement with each Allowed Class H-4 or S-4 Claim holder (a) who by virtue of holding New Common Shares and/or its relationship with Reorganized ICG could reasonably be deemed to be an "underwriter" or "affiliate" (as such terms are used within the meaning of applicable securities laws) of Reorganized ICG, and (b) who requests in writing that Reorganized ICG execute such agreement. The Registration Rights Agreements may contain certain demand and piggyback registration rights for the benefit of the signatories thereto. The Registration Rights Agreement shall be in substantially the form attached to this Plan as Exhibit F. Reorganized ICG shall use reasonable efforts to have the New Common Shares listed for trading on a national securities exchange.  5.6 Compensation And Benefit Programs (a) Except and to the extent previously assumed or rejected by an order of the Bankruptcy Court on or before the Confirmation Date, all employee compensation and benefit programs of the Debtors, including programs subject to sections 1114 and 1129(a)(13) of the Bankruptcy Code, entered into before or after the Petition Date and not since terminated, shall be deemed to be, and shall be treated as though they are, executory contracts that are assumed under Section 7.1 of this Plan. (b) On or about the Effective Date, management and the designated employees of Reorganized ICG and the other Reorganized Debtors shall receive stock options which are more specifically described in the Management Option Plan. The Management Option Plan shall be substantially in the form as Exhibit C to this Plan.  5.7 Directors And Officers of Reorganized Debtors (a) Appointment. The existing senior officers of ICG shall serve initially in the same capacities after the Effective Date for Reorganized ICG. The initial board of directors of Reorganized ICG shall consist of nine (9) directors. Cerberus Capital Management, L.P. shall be entitled to appoint five (5) directors; W.R. Huff Asset Management Co., L.L.C. shall be entitled to appoint two (2) directors; the Creditors' Committee shall be entitled to appoint one (1) director, and the Chief Executive Officer shall be a director. All of the selected directors shall be reasonably acceptable to the Chief Executive Officer and the Creditors' Committee. The Chief Executive Officer shall be Chairman of the board of directors. The Persons designating board members shall file with the Bankruptcy Court and give to ICG written notice of the identities of such members no later than three (3) Business Days before the date of the Confirmation Hearing. (b) Terms. Reorganized ICG board members shall serve for an initial two (2) year term commencing on the Effective Date as determined by the Debtors. If agreed upon by the Debtors and the Creditors' Committee, the terms for board members may be staggered. (c) Vacancies. Until the first annual meeting of shareholders of Reorganized ICG after the Effective Date, any vacancy in the directorship shall be filled by a person designated by such director (or the entity that originally designated such director) as a replacement to serve out the remainder of the applicable term.  5.8 Revesting Of Assets; Releases of Liens The property of each Debtor's Estate, together with any property of each Debtor that is not property of its Estate and that is not specifically disposed of pursuant to the Plan, shall revest in the applicable Debtor on the Effective Date, subject to the Restructuring Transactions. Thereafter, each Debtor may operate its business and may use, acquire, and dispose of property free of any restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy Court. As of the Effective Date, all property of each Debtor shall be free and clear of all Claims and Interests, except as specifically provided in the Plan or the Confirmation Order. Without limiting the generality of the foregoing, each Debtor may, without application to or approval by the Bankruptcy Court, pay fees that it incurs after the Effective Date for reasonable professional fees and expenses.  5.9 Preservation Of Rights Of Action Except as otherwise provided in this Plan or the Confirmation Order, or in any contract, instrument, release, indenture or other agreement entered into in connection with the Plan, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce, sue on, settle, or compromise (or decline to do any of the foregoing) all Litigation Claims that the Debtors or the Estates may hold against any Person or entity. Each Debtor or its successor(s) may pursue such retained Litigation Claims as appropriate, in accordance with the best interests of the Reorganized Debtor or its successor(s) who hold such rights. Schedule 5.9 to the Plan contains a non- exclusive list of claims or causes of actions that the Debtors hold or may hold either in pending or potential litigation. The Debtors reserve their right to modify Schedule 5.9 to add or delete parties or causes of action, but disclaim any obligation to do so.  5.10 Effectuating Documents; Further Transactions The Chief Executive Officer, chief financial officer, or any other appropriate officer of ICG or any applicable Debtor, as the case may be, shall be authorized to execute, deliver, file, or record such contracts, instruments, releases, indentures, and other agreements or documents, and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan. The secretary or assistant secretary of ICG or any applicable Debtor, as the case may be, shall be authorized to certify or attest to any of the foregoing actions.  5.11 Exemption From Certain Transfer Taxes Pursuant to section 1146(c) of the Bankruptcy Code, any transfers from a Debtor to a Reorganized Debtor or any other Person or entity pursuant to the Plan in the United States shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax or other similar tax or governmental assessment, and the Confirmation Order shall direct the appropriate state or local governmental officials or agents to forego the collection of any such tax or governmental assessment and to accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.  5.12 Releases and Related Matters (a) Releases by Debtors As of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, the Debtors and Reorganized Debtors will be deemed to forever release, waive and discharge all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities whatsoever in connection with or related to the Debtors and the Subsidiaries, the Chapter 11 Case or the Plan (other than the rights of the Debtors or Reorganized Debtors to enforce the Plan and the contracts, instruments, releases, indentures, and other agreements or documents delivered thereunder) whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforseen, then existing or thereafter arising, in law, equity or otherwise that are based in whole or part on any act, omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Reorganized Debtors or their Subsidiaries, the Chapter 11 Case or the Plan, and that may be asserted by or on behalf of the Debtors or their Estates or the Reorganized Debtors against (i) the Debtors' or Subsidiaries' present and former directors, officers, employees, agents and professionals as of the Petition Date or thereafter, (ii) the Creditors' Committee and its members, agents and professionals, and (iii) the Lenders, the agents under the Pre-Petition Credit Agreement, and their respective agents and professionals; provided that this release shall exclude Mr. Shelby Bryan unless Mr. Bryan executes a release in a form and substance acceptable to the Debtors that provides for a full release of any Claims or claims asserted or that could be asserted by Mr. Bryan or any of his affiliates against any Debtor or affiliate of any Debtor, and any present or former officer or director of any such entity. (b) Release by Holders of Claims and Interests As of the Effective Date, for good and valuable consideration, the adequacy of which is hereby confirmed, each holder of a Claim or Interest that affirmatively elects to do so on its Ballot (which election shall be independent of the vote on the Plan), shall have agreed to forever release, waive and discharge all claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action and liabilities whatsoever in connection with or related to the Debtors and the Subsidiaries, the Chapter 11 Case or the Plan (other than the obligations of the Debtors or Reorganized Debtors to perform under the Plan and the contracts, instruments, releases, indentures, and other agreements or documents delivered thereunder) whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforseen, then existing or thereafter arising, in law, equity or otherwise that are based in whole or part on any act, omission, transaction, event or other occurrence taking place on or prior to the Effective Date in any way relating to the Debtors, the Reorganized Debtors or their Subsidiaries, the Chapter 11 Case or the Plan, against (i) the Debtors and their Subsidiaries, (ii) the Debtors' and their Subsidiaries' present and former directors, officers, employees, agents and professionals as of the Petition Date or thereafter, (iii) the Creditors' Committee and its members, agents and professionals, and (iv) the Lenders, the agents under the Pre-Petition Credit Agreement, and their respective agents and professionals (c) Injunction Related to Releases As further provided in Article XII of this Plan, the Confirmation Order will enjoin the prosecution, whether directly, derivatively or otherwise, of any claim, obligation, suit, judgment, damage, demand, debt, right, cause of action, liability or interest released, discharged or terminated pursuant to the Plan.  5.13 Lucent Settlement On the Effective Date, the Debtors and Lucent Technologies, Inc. (together with its subsidiaries and affiliates, "Lucent") shall enter into the settlement agreement in substantially the form set forth on Plan Schedule 5.13, in full satisfaction of all claims and disputes between the parties arising out of agreements, acts or events in existence or occurring prior to the Effective Date.  5.14 Cisco Settlement On the Effective Date, the Debtors and Cisco Systems, Inc. and Cisco Capital (collectively, "Cisco") shall enter into the settlement agreement in substantially the form set forth on Plan Schedule 5.14, in full satisfaction of all claims and disputes between the parties arising out of agreements, acts or events in existence or occurring prior to the Effective Date.  5.15 Exit Financing On the Effective Date, Reorganized ICG shall enter into all necessary and appropriate documentation to obtain the Exit Financing, on substantially the terms and conditions set forth in Plan Exhibits G and H, in order to repay $25 million of the Secured Lender Claims and provide additional working capital to Reorganized ICG and its subsidiaries. Specifically: (a) On the Effective Date, Reorganized ICG shall issue the New Convertible Notes, pursuant to the terms and conditions set forth in Exhibit G to this Plan, to the parties identified therein. The issuance of the New Convertible Notes shall be in the aggregate principal amount of $40 million. The issuance of the New Convertible Notes and the distribution thereof shall not be exempt from registration under applicable securities laws pursuant to section 1145 of the Bankruptcy Code, and, accordingly, such securities will either have to be registered under the Securities Act or be issued and distributed pursuant to an exemption from registration other than under section 1145 of the Bankruptcy Code. (b) On the Effective Date, Reorganized ICG shall enter into the $25 million New Senior Subordinated Term Loan arranged by Cerberus Capital Management L.P., pursuant to the terms and conditions set forth in Exhibit H to this Plan. The proceeds of the Senior Subordinated Term Loan shall be utilized to repay $25 million of the Secured Lender Claims. The issuance of the New Senior Subordinated Term Loan and the notes distributed on account thereof, as well as the warrants issued in connection therewith, shall not be exempt from registration under applicable securities laws pursuant to section 1145 of the Bankruptcy Code, and, accordingly, such securities will either have to be registered under the Securities Act or be issued and distributed pursuant to an exemption from registration other than under section 1145 of the Bankruptcy Code. ARTICLE VI  SUBSTANTIVE CONSOLIDATION  6.1 Substantive Consolidation The Plan does not provide for the substantive consolidation of the Holdings Debtors and the Services Debtors. The Plan does, as set forth below, provide for the substantive consolidation of the Estates that comprise the Holdings Debtors, and the Estates that comprise the Services Debtors, respectively. (a) The Holdings Debtors The Plan is premised upon the substantive consolidation of the Estates that comprise the Holdings Debtors only for purposes of the Plan, for voting, confirmation and distribution purposes. Except as set forth in Section 5.4, the Plan does not contemplate the merger or dissolution of any Debtor entity or the transfer or commingling of any asset of any Debtor. On the Effective Date, (a) all assets and liabilities of the Holdings Debtors shall be deemed merged or treated as though they were merged into and with the assets and liabilities of ICG Communications, Inc.; (b) no distributions shall made under the Plan on account of Intercompany Claims; (c) no distributions shall be made under the Plan on account of Subsidiary Interests; and (d) all guarantees of the Debtors of the obligations of any other Debtor shall be deemed eliminated so that any claim against any Debtor and any guarantee thereof executed by any other Debtor and any joint or several liability of any of the Debtors shall be deemed to be one obligation of the consolidated Debtors. Such substantive consolidation (other than for purposes related to the Plan) shall not affect (i) the legal and corporate structures of the Reorganized Debtors, subject to the right of the Debtors or Reorganized ICG to effect Restructuring Transactions as provided in Section 5.4 of the Plan, (ii) Intercompany Claims, (iii) Subsidiary Interests, and (iv) pre and post Commencement Date guarantees that are required to be maintained (x) in connection with executory contracts or unexpired leases that were entered into during the Chapter 11 Cases or that have been or will be assumed, or (y) pursuant to the Plan. (b) The Services Debtors The Plan is premised upon the substantive consolidation of the Estates that comprise the Services Debtors only for purposes of the Plan, for voting, confirmation and distribution purposes. Except as set forth in Section 5.4, the Plan does not contemplate the merger or dissolution of any Debtor entity or the transfer or commingling of any asset of any Debtor. On the Effective Date, (a) all assets and liabilities of the Services Debtors shall be deemed merged or treated as though they were merged into and with the assets and liabilities of ICG Services, Inc.; (b) no distributions shall made under the Plan on account of Intercompany Claims; (c) no distributions shall be made under the Plan on account of Subsidiary Interests; and (d) all guarantees of the Debtors of the obligations of any other Debtor shall be deemed eliminated so that any claim against any Debtor and any guarantee thereof executed by any other Debtor and any joint or several liability of any of the Debtors shall be deemed to be one obligation of the consolidated Debtors. Such substantive consolidation (other than for purposes related to the Plan) shall not affect (i) the legal and corporate structures of the Reorganized Debtors, subject to the right of the Debtors or Reorganized ICG to effect Restructuring Transactions as provided in Section 5.4 of the Plan, (ii) Intercompany Claims, (iii) Subsidiary Interests, and (iv) pre and post Commencement Date guarantees that are required to be maintained (x) in connection with executory contracts or unexpired leases that were entered into during the Chapter 11 Cases or that have been or will be assumed, or (y) pursuant to the Plan.  6.2 Order Granting Substantive Consolidation This Plan shall serve as a motion seeking entry of an order substantively consolidating the Chapter 11 Cases, as described and to the limited extend set forth in Section 6.1 above. Unless an objection to such substantive consolidation is made in writing by any creditor affected by the Plan as herein provided on or before five (5) days prior to the date that is fixed by the Court as the last date on which acceptances to this Plan may be received, or such other date as may be fixed by the Court, the substantive consolidation order (which may be the Confirmation Order) may be entered by the Court. In the event any such objections are timely filed, a hearing with respect thereto shall occur at the Confirmation Hearing. ARTICLE VII  TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES  7.1 Assumed Contracts And Leases (a) Except as otherwise provided in the Plan, or in any contract, instrument, release, indenture or other agreement or document entered into in connection with the Plan, as of the Effective Date each Debtor shall be deemed to have assumed each executory contract and unexpired lease to which it is a party, including those listed on Schedule 7.1 attached hereto, unless such contract or lease (i) was previously assumed or rejected by such Debtor, (ii) previously expired or terminated pursuant to its own terms, or (iii) is listed on Schedule 7.3 attached hereto as being an executory contract or unexpired lease to be rejected, provided, however, that the Debtors reserve their right, at any time prior to the Confirmation Date, to amend Schedule 7.1 to delete an unexpired lease or executory contract therefrom or add any unexpired lease or executory contract thereto. To the extent that an executory contract or unexpired lease is not listed on either Schedule 7.1 or Schedule 7.3, such executory contract or unexpired lease shall be deemed assumed as if such executory contract or lease had been included on Schedule 7.1. The Confirmation Order shall constitute an order of the Bankruptcy Court under section 365 of the Bankruptcy Code approving the contract and lease assumptions described above, as of the Effective Date. (b) Each executory contract and unexpired lease that is assumed and relates to the use, ability to acquire, or occupancy of real property shall include (i) all modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affect such executory contract or unexpired lease and (ii) all executory contracts or unexpired leases appurtenant to the premises, including all easements, licenses, permits, rights, privileges, immunities, options, rights of first refusal, powers, uses, usufructs, reciprocal easement agreements, vaults, tunnel or bridge agreements or franchises, and any other interests in real estate or rights in rem related to such premises, unless any of the foregoing agreements has been rejected pursuant to an order of the Bankruptcy Court. (c) To the extent that any of the Debtors' contracts with its customers are executory contracts within the meaning of applicable law, such contracts shall be deemed assumed pursuant to Section 7.1(a) of this Plan. Due to the extremely large number of customer contracts, customer contracts are not listed on Schedule 7.1. A list of all of the Debtors' customer contracts is available at the Debtors' corporate headquarters, and will be made available upon request to the Debtors.  7.2 Payments Related To Assumption Of Contracts and Leases Any monetary amounts by which each executory contract and unexpired lease to be assumed pursuant to the Plan is in default shall be satisfied, under section 365(b)(1) of the Bankruptcy Code, at the option of the Debtor party to the contract or lease or the assignee of such Debtor party assuming such contract or lease, by Cure. If there is a dispute regarding (a) the nature or amount of any Cure, (b) the ability of any Reorganized Debtor or any assignee to provide "adequate assurance of future performance" (within the meaning of section 365 of the Bankruptcy Code) under the contract or lease to be assumed, or (c) any other matter pertaining to assumption, Cure shall occur following the entry of a Final Order resolving the dispute and approving the assumption or assumption and assignment, as the case may be; provided that if there is a dispute as to the amount of Cure or any requirement for adequate assurance of future performance that cannot be resolved consensually among the parties, the Debtors shall have the right to reject the contract or lease for a period of five (5) days after entry of a Final Order establishing a Cure amount in excess of that provided by the Debtors or any requirement for adequate assurance of future performance that is not acceptable to the Debtors. The Confirmation Order shall contain provisions providing for notices of proposed assumptions and proposed cure amounts to be sent to applicable third parties and for procedures for objecting thereto (which shall provide not less than twenty (20) days notice of such procedures and any deadlines pursuant thereto) and resolution of disputes by the Bankruptcy Court.  7.3 Rejected Contracts and Leases On the Effective Date, each executory contract and unexpired lease listed on Schedule 7.3 to this Plan shall be rejected pursuant to section 365 of the Bankruptcy Code. Each contract or lease listed on Schedule 7.3 shall be rejected only to the extent that any such contract or lease constitutes an executory contract or unexpired lease; provided, however, that the Debtors reserve their right, at any time prior to the Confirmation Date, to amend Schedule 7.3 to delete an unexpired lease or executory contract therefrom or add any unexpired lease or executory contract thereto. To the extent that an executory contract or unexpired lease is not listed on either Schedule 7.1 or Schedule 7.3, such executory contract or unexpired lease shall be deemed assumed as if such executory contract or lease had been included on Schedule 7.1. Listing a contract or lease on Schedule 7.1 or 7.3 shall not constitute an admission by ICG nor Reorganized ICG that such contract or lease is an executory contract or unexpired lease or that ICG or Reorganized ICG has any liability thereunder. The Confirmation Order shall constitute an order of the Bankruptcy Court approving such rejections, pursuant to section 365 of the Bankruptcy Code, as applicable, as of the Effective Date.  7.4 Rejection Damages Bar Date If the rejection by a Debtor, pursuant to the Plan or otherwise, of an executory contract or unexpired lease results in a Claim, then such Claim shall be forever barred and shall not be enforceable against any Debtor or Reorganized Debtor or the properties of any of them unless a Proof of Claim is filed with the clerk of the Bankruptcy Court and served upon counsel to the Debtors, and counsel to the Creditors' Committee, within thirty (30) days after service of the earlier of (a) notice of the Confirmation Order, or (b) other notice that the executory contract or unexpired lease has been rejected. ARTICLE VIII  PROVISIONS GOVERNING DISTRIBUTIONS  8.1 Distributions For Claims Allowed As Of The Effective Date Except as otherwise provided herein or as ordered by the Bankruptcy Court, and subject to the provisions of Section 9.3 and 9.4 of this Plan, all distributions to holders of Allowed Claims as of the Effective Date shall be made on the Distribution Date. Distributions on account of Claims that first become Allowed Claims after the Effective Date shall be made pursuant to Section 9.4 of this Plan. Notwithstanding the date on which any distribution of New Securities is actually made to a holder of a Claim that is an Allowed Claim on the Effective Date, as of the date of the distribution of such securities such holder shall be deemed to have the rights of a holder as of the Effective Date.  8.2 Interest On Claims Unless otherwise specifically provided for in this Plan or the Confirmation Order, or required by applicable bankruptcy law, post-petition interest shall not accrue or be paid on Claims, and no holder of a Claim shall be entitled to interest accruing on or after the Petition Date on any Claim. Interest shall not accrue or be paid upon any Disputed Claim in respect of the period from the Petition Date to the date a final distribution is made thereon if and after such Disputed Claim becomes an Allowed Claim.  8.3 Distributions by Disbursing Agent (a) Except as set forth in Section 8.3(c) of this Plan, the Disbursing Agent shall make all distributions required under this Plan. (b) If the Disbursing Agent is an independent third party designated by the Reorganized Debtors to serve in such capacity, such Disbursing Agent shall receive, without further Bankruptcy Court approval, reasonable compensation for distribution services rendered pursuant to the Plan and reimbursement of reasonable out-of-pocket expenses incurred in connection with such services from the Reorganized Debtors on terms acceptable to the Reorganized Debtors. No Disbursing Agent shall be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Bankruptcy Court. (c) Distributions to holders of Old Note Claims shall be made by the respective Indenture Trustees. In full satisfaction of the Claims of Indenture Trustees for services under the Old Indentures, including Claims secured by the Indenture Trustees' charging liens under the Old Indentures, the Indenture Trustees will receive Cash equal to the amount of the Indenture Trustees' reasonable fees and expenses. Distributions to be made to holders of Claims shall not be reduced on account of the payment to the Indenture Trustee fees and expenses. On or as soon as practicable after the Effective Date and without further application to the Bankruptcy Court or amendment to its Proof of Claim, Reorganized ICG will pay to each Indenture Trustee, in full satisfaction of such Indenture Trustee's reasonable fees and expenses, Cash in an amount equal to the amount of such fees and expenses of the Indenture Trustee. Any disputes as to the reasonableness of such fees and expenses shall be resolved by the Bankruptcy Court. Upon full satisfaction of the Indenture Trustees' fees and expenses, the Indenture Trustees' charging liens shall be released.  8.4 Record Date For Distributions To Holders Of Lender Claims and Old Notes At the close of business on the Distribution Record Date, the transfer records for the Old Notes and Lender Claims shall be closed, and there shall be no further changes in the record holders of the Old Notes or Lender Claims. None of Reorganized ICG, the Disbursing Agent, nor the administrative agent for the Lenders shall have any obligation to recognize any transfer of such Old Notes or Lender Claims occurring after the Distribution Record Date and shall be entitled instead to recognize and deal for all purposes hereunder with only those record holders as of the close of business on the Distribution Record Date.  8.5 Means Of Cash Payment Cash payments made pursuant to this Plan shall be in U.S. funds, by the means agreed to by the payor and the payee, including by check or wire transfer, or, in the absence of an agreement, such commercially reasonable manner as the payor shall determine in its sole discretion.  8.6 Calculation Of Distribution Amounts Of New Common Shares and New Holdings Creditor Warrants No fractional shares of New Common Shares or fractional New Holdings Creditor Warrants shall be issued or distributed under the Plan or by Reorganized ICG or the Disbursing Agent. Each Person entitled to receive New Common Shares or New Holdings Creditor Warrants will receive the total number of whole shares of New Common Shares and New Holdings Creditor Warrants to which such Person is entitled. Whenever any distribution to a particular Person would otherwise call for distribution of a fraction of a share of New Common Shares or fractional New Holdings Creditor Warrants, the actual distribution of shares or warrants shall be rounded to the next higher or lower whole number as follows: (a) fractions one-half (1/2) or greater shall be rounded to the next higher whole number, and (b) fractions of less than one-half (1/2) shall be rounded to the next lower whole number. No consideration shall be provided in lieu of fractional shares or warrants that are rounded down.  8.7 Delivery Of Distributions Distributions to holders of Allowed Claims shall be made by the Disbursing Agent (or Indenture Trustees) (a) at the addresses set forth on the Proofs of Claim filed by such holders (or at the last known addresses of such holders if no Proof of Claim is filed or if the Debtors have been notified of a change of address), (b) at the addresses set forth in any written notices of address changes delivered to the Disbursing Agent after the date of any related Proof of Claim, (c) at the addresses reflected in the Schedules if no Proof of Claim has been filed and the Disbursing Agent has not received a written notice of a change of address, or (d) in the case of the holder of an Allowed Old Note Claim, at the addresses contained in the official records of the indenture trustee under the Old Indenture, or (e) at the addresses set forth in a properly completed letter of transmittal accompanying securities properly remitted to the Debtors. If any holder's distribution is returned as undeliverable, no further distributions to such holder shall be made unless and until the Disbursing Agent is notified of such holder's then current address, at which time all missed distributions shall be made to such holder without interest. Amounts in respect of undeliverable distributions made by the Disbursing Agent, shall be returned to the Reorganized Debtors until such distributions are claimed. All claims for undeliverable distributions made by the Disbursing Agent must be made on or before the first (1st) anniversary of the Effective Date, after which date all unclaimed property shall revert to the Reorganized Debtors free of any restrictions thereon and the claims of any holder or successor to such holder with respect to such property shall be discharged and forever barred, notwithstanding any federal or state escheat laws to the contrary. Nothing contained in the Plan shall require the Debtors, Reorganized Debtors, any Disbursing Agent or the Indenture Trustee to attempt to locate any holder of an Allowed Claim.  8.8 Surrender of Securities and Instruments (a) Old Notes Except as provided in Section 8.8(b) of the Plan for lost, stolen, mutilated or destroyed Old Notes, each holder of an Allowed Claim evidenced by an Old Note shall tender such Old Note to the respective Indenture Trustee in accordance with written instructions to be provided in a letter of transmittal to such holders by the Indenture Trustee as promptly as practicable following the Effective Date. Such letter of transmittal shall specify that delivery of such Old Notes will be effected, and risk of loss and title thereto will pass, only upon the proper delivery of such Old Notes with the letter of transmittal in accordance with such instructions. Such letter of transmittal shall also include, among other provisions, customary provisions with respect to the authority of the holder of the applicable Old Note to act and the authenticity of any signatures required on the letter of transmittal. All surrendered notes and Old Notes shall be marked as canceled and delivered by the respective Indenture Trustee to Reorganized ICG. (b) Lost, Stolen, Mutilated or Destroyed Old Notes In addition to any requirements under the applicable certificate or articles of incorporation or by-laws of the applicable Debtor, any holder of a Claim evidenced by an Old Note that has been lost, stolen, mutilated or destroyed shall, in lieu of surrendering such Old Note, deliver to the Indenture Trustee: (i) evidence satisfactory to the respective Indenture Trustee of the loss, theft, mutilation or destruction; and (ii) such indemnity as may be required by the respective Indenture Trustee to hold the Indenture Trustee harmless from any damages, liabilities or costs incurred in treating such individual as a holder of an Old Note that has been lost, stolen, mutilated or destroyed. Upon compliance with this Section 8.8(b) by a holder of a Claim evidenced by an Old Note, such holder shall, for all purposes under the Plan, be deemed to have surrendered its Old Note, as applicable. (c) Failure to Surrender Canceled Old Notes Any holder of an Old Note that fails to surrender or be deemed to have surrendered such note or Old Note before the first (1st) anniversary of the Effective Date shall have its claim for a distribution on account of such Old Note discharged and shall be forever barred from asserting any such claim against any Reorganized Debtor or their respective property.  8.9 Withholding And Reporting Requirements In connection with this Plan and all distributions hereunder, the Disbursing Agent shall, to the extent applicable, comply with all tax withholding and reporting requirements imposed by any federal, state, provincial, local, or foreign taxing authority, and all distributions hereunder shall be subject to any such withholding and reporting requirements. The Disbursing Agent shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding and reporting requirements. Notwithstanding any other provision of the Plan: (a) each holder of an Allowed Claim that is to receive a distribution of New Securities pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding and other tax obligations, on account of such distribution, and (b) no distribution shall be made to or on behalf of such holder pursuant to the Plan unless and until such holder has made arrangements satisfactory to the Disbursing Agent for the payment and satisfaction of such tax obligations. Any New Securities to be distributed pursuant to the Plan shall, pending the implementation of such arrangements, be treated as an undeliverable distribution pursuant to Section 8.7 of this Plan.  8.10 Setoffs The Reorganized Debtors may, but shall not be required to, set off against any Claim, and the payments or other distributions to be made pursuant to the Plan in respect of such Claim, claims of any nature whatsoever that the Debtors or Reorganized Debtors may have against the holder of such Claim; provided, however, that neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Reorganized Debtors of any such claim that the Debtors or Reorganized Debtors may have against such holder. ARTICLE IX PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED CLAIMS AND DISTRIBUTIONS WITH RESPECT THERETO  9.1 Prosecution Of Objections to Claims (a) Objections to Claims All objections to Claims must be filed and served on the holders of such Claims by the Claims Objection Deadline. If an objection has not been filed to a Proof of Claim or a scheduled Claim by the Claims Objection Deadline, the Claim to which the Proof of Claim or scheduled Claim relates will be treated as an Allowed Claim if such Claim has not been allowed earlier. (b) Authority to Prosecute Objections (i) After the Confirmation Date, only the Reorganized Debtors will have the authority to file objections, settle, compromise, withdraw or litigate to judgment objections to Claims, including Claims for reclamation under section 546(c) of the Bankruptcy Code. Except as provided below, from and after the Effective Date, the Reorganized Debtors may settle or compromise any Disputed Claim without approval of the Bankruptcy Court. (ii) On or before the last Business Day of each month or as otherwise agreed in writing by the Creditors' Committee or the Claims Resolution Committee, as set forth in Section 12.18, the Reorganized Debtors will provide counsel to the Claims Resolution Committee with written notice of each Disputed Claim that has been settled or compromised in the prior month, other than such settlements or compromises that fall within the parameters of settlement guidelines to be agreed to by the Debtors and the Creditors' Committee or the Claims Resolution Committee. Within ten (10) days after the receipt of such notice, the Claims Resolution Committee will provide the Reorganized Debtors with written notice of any such settlements or compromises with which it does not concur. If the Reorganized Debtors and the Claims Resolution Committee cannot reach agreement with respect to any such settlement or compromise, the Claims Resolution Committee will be permitted to file and serve on the Reorganized Debtors an objection to the reasonableness of such settlement or compromise by the last Business Day of the month following the month in which the Claims Resolution Committee received written notice of the settlement or compromise, or such later date as may be agreed by the Reorganized Debtors, with the reasonableness of such settlement or compromise to be determined by the Bankruptcy Court. If the Claims Resolution Committee does not provide a written notice and file and serve an objection as specified in this Section with respect to any particular settlement or compromise, then such settlement or compromise will be deemed resolved on the terms and subject to the conditions agreed to by the Reorganized Debtors. The Reorganized Debtors and the Claims Resolution Committee may modify the foregoing procedures by a writing executed by both.  9.2 Treatment of Disputed Claims Notwithstanding any other provisions of the Plan, no payments or distributions will be made on account of a Disputed Claim, or, if less than the entire Claim is a Disputed Claim, the portion of a Claim that is disputed, until such Claim becomes an Allowed Claim.  9.3 Disputed Claims Reserves Prior to making any distributions of the New Common Shares to holders of Allowed Claims in either Class H-4 or S-4, or New Holdings Creditor Warrants to holders of Allowed Claims in Class H-4, the Disbursing Agent shall establish appropriate reserves for Disputed Claims in such Classes, respectively, to withhold from any such distributions 100% of distributions to which holders of Disputed Claims in such Classes would be entitled under the Plan as of such date if such Disputed Claims were Allowed Claims in their Disputed Claim Amount. The Disbursing Agent shall also establish appropriate reserves for Disputed Claims in other Classes, as it determines necessary and appropriate.  9.4 Distributions on Account of Disputed Claims Once They Are Allowed and Additional Distributions on Account of Previously Allowed Claims On each Quarterly Distribution Date, the Reorganized Debtors will make distributions from the Disputed Claims reserves (a) on account of any Disputed Claim that has become an Allowed Claim during the preceding calendar quarter and (b) on account of previously Allowed Claims, of property that would have been distributed to such Claim holders on the dates distributions previously were made to holders of Allowed Claims had the Disputed Claims that have become Allowed Claims been Allowed on such dates. Such distributions will be made pursuant to the provisions of the Plan governing the applicable Class. Holders of such claims that are ultimately Allowed will also be entitled to receive, on the basis of the amount ultimately allowed, the amount of any dividends or other distributions, if any, received on account of the shares of New Common Shares between the Effective Date and the date such shares are distributed to such Claim holder. ARTICLE X  CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN  10.1 Conditions To Confirmation The following are conditions precedent to the occurrence of the Confirmation Date: (a) the entry of an order finding that the Disclosure Statement contains adequate information pursuant to section 1125 of the Bankruptcy Code and (b) the proposed Confirmation Order shall be in form and substance reasonably acceptable to the Debtors and majority of the members of the Creditors' Committee that vote in favor of the Plan.  10.2 Conditions To Effective Date The following are conditions precedent to the occurrence of the Effective Date, each of which must be satisfied or waived in accordance with Section 10.3 of this Plan: (a) The Confirmation Order shall have been entered and become a Final Order in form and substance reasonably satisfactory to the Debtors and the majority of the members of the Creditors' Committee that vote in favor of the Plan and shall: (i) provide that the Debtors and Reorganized Debtors are authorized and directed to take all actions necessary or appropriate to enter into, implement and consummate the contracts, instruments, releases, leases, indentures and other agreements or documents created in connection with the Plan or the Restructuring Transactions; (ii) authorize the issuance of New Securities; and (iii) provide that the New Securities issued under the Plan in exchange for Claims against the Debtors are exempt from registration under the Securities Act of 1933 pursuant to section 1145 of the Bankruptcy Code, except to the extent that holders of the New Securities are "issuers" or "underwriters," as those terms are defined in section 1145 of the Bankruptcy Code. (b) The Debtors shall have entered into (i) a revised credit agreement and related documentation governing the New Secured Notes, (ii) final documentation of the New Senior Subordinated Term Loan, (iii) final documentation of the New Convertible Notes, and (iv) final documentation governing the New Holdings Creditor Warrants, each in form and substance reasonably satisfactory to ICG, the Agent under the Pre-Petition Credit Agreement, and the majority of the members of the Creditors' Committee that vote in favor of the Plan. (c) All Plan Exhibits shall be in form and substance reasonably acceptable to the Debtors and the majority of the members of the Creditors' Committee that vote in favor of the Plan, and shall have been executed and delivered. (d) All actions, documents and agreements necessary to implement the Plan shall have been effected or executed.  10.3 Waiver Of Conditions Each of the conditions set forth in Section 10.2 of the Plan may be waived in whole or in part by the Debtors, with the consent of the majority of the members of the Creditors' Committee that vote in favor of the Plan (and the Agent under the Pre-Petition Credit Agreement with respect to the condition set forth in Section 10.2(b) of this Plan), which consent shall not be unreasonable withheld. The failure to satisfy or waive any condition to the Effective Date may be asserted by the Debtors or Reorganized Debtors regardless of the circumstances giving rise to the failure of such condition to be satisfied (including any action or inaction by a Debtor or Reorganized Debtor). The failure of a Debtor or Reorganized Debtor to exercise any of the foregoing rights shall not be deemed a waiver of any other rights, and each such right shall be deemed an ongoing right that may be asserted at any time. ARTICLE XI  RETENTION OF JURISDICTION Under sections 105(a) and 1142 of the Bankruptcy Code, and notwithstanding entry of the Confirmation Order and occurrence of the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction over all matters arising out of, and related to, the Chapter 11 Case and the Plan to the fullest extent permitted by law, including, among other things, jurisdiction to: (a) Allow, disallow, determine, liquidate, classify, estimate or establish the priority or secured or unsecured status of any Claim or Interest not otherwise allowed under the Plan, including the resolution of any request for payment of any Administrative Claim and the resolution of any objections to the allowance or priority of Claims or Interests; (b) Hear and determine all applications for compensation and reimbursement of expenses of Professionals under the Plan or under sections 330, 331, 503(b), 1103 and 1129(a)(4) of the Bankruptcy Code; provided, however, that from and after the Effective Date, the payment of the fees and expenses of the retained Professionals of the Reorganized Debtors shall be made in the ordinary course of business and shall not be subject to the approval of the Bankruptcy Court; (c) Hear and determine all matters with respect to the assumption or rejection of any executory contract or unexpired lease to which a Debtor is a party or with respect to which a Debtor may be liable, including, if necessary, the nature or amount of any required Cure or the liquidation or allowance of any Claims arising therefrom; (d) Effectuate performance of and payments under the provisions of the Plan; (e) Hear and determine any and all adversary proceedings, motions, applications, and contested or litigated matters arising out of, under, or related to, the Chapter 11 Case; (f) Enter such orders as may be necessary or appropriate to execute, implement, or consummate the provisions of the Plan and all contracts, instruments, releases, and other agreements or documents created in connection with the Plan, the Disclosure Statement or the Confirmation Order; (g) Hear and determine disputes arising in connection with the interpretation, implementation, consummation, or enforcement of the Plan, including disputes arising under agreements, documents or instruments executed in connection with the Plan; (h) Consider any modifications of the Plan, cure any defect or omission, or reconcile any inconsistency in any order of the Bankruptcy Court, including, without limitation, the Confirmation Order; (i) Issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any entity with implementation, consummation, or enforcement of the Plan or the Confirmation Order; (j) Enter and implement such orders as may be necessary or appropriate if the Confirmation Order is for any reason reversed, stayed, revoked, modified, or vacated; (k) Hear and determine any matters arising in connection with or relating to the Plan, the Disclosure Statement, the Confirmation Order, or any contract, instrument, release, or other agreement or document created in connection with the Plan, the Disclosure Statement or the Confirmation Order; (l) Enforce all orders, judgments, injunctions, releases, exculpations, indemnifications and rulings entered in connection with the Chapter 11 Case; (m) Except as otherwise limited herein, recover all assets of the Debtors and property of the Debtors' Estates, wherever located; (n) Hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code; (o) Hear and determine all disputes involving the existence, nature, or scope of the Debtors' discharge; (p) Hear and determine such other matters as may be provided in the Confirmation Order or as may be authorized under, or not inconsistent with, provisions of the Bankruptcy Code; and (q) Enter a final decree closing the Chapter 11 Case. ARTICLE XII  MISCELLANEOUS PROVISIONS  12.1 Professional Fee Claims All final requests for compensation or reimbursement of Professional Fees pursuant to sections 327, 328, 330, 331, 503(b) or 1103 of the Bankruptcy Code for services rendered to the Creditors' Committee prior to the Effective Date and Substantial Contribution Claims under section 503(b)(4) of the Bankruptcy Code must be filed and served on the Reorganized Debtors and their counsel no later than forty-five (45) days after the Effective Date, unless otherwise ordered by the Bankruptcy Court. Objections to applications of such Professionals or other entities for compensation or reimbursement of expenses must be filed and served on the Reorganized Debtors and their counsel and the requesting Professional or other entity no later than thirty (30) days (or such longer period as may be allowed by order of the Bankruptcy Court) after the date on which the applicable application for compensation or reimbursement was served.  12.2 Administrative Claims Bar Date All requests for payment of an Administrative Claim (other than as set forth in Sections 3.1 and 12.1 of this Plan) must be filed with the Bankruptcy Court and served on counsel for the Debtors and counsel for the Creditors' Committee no later than thirty (30) days after the Effective Date. Unless the Debtors object to an Administrative Claim within forty-five (45) Business Days after receipt, such Administrative Claim shall be deemed allowed in the amount requested. In the event that the Debtors object to an Administrative Claim, the Bankruptcy Court shall determine the Allowed amount of such Administrative Claim. Notwithstanding the foregoing, no request for payment of an Administrative Claim need be filed with respect to an Administrative Claim which is paid or payable by a Debtor in the ordinary course of business.  12.3 Payment Of Statutory Fees All fees payable pursuant to Section 1930 of Title 28 of the United States Code, as determined by the Bankruptcy Court at the Confirmation shall be paid on or before the Effective Date.  12.4 Modifications and Amendments The Debtors may alter, amend, or modify the Plan or any Plan Exhibit under section 1127(a) of the Bankruptcy Code at any time prior to the Confirmation Date. After the Confirmation Date and prior to substantial consummation of the Plan, as defined in section 1101(2) of the Bankruptcy Code, the Debtors may, under section 1127(b) of the Bankruptcy Code, institute proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile any inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, and such matters as may be necessary to carry out the purposes and effects of the Plan and such proceedings do not materially adversely affect the treatment of holders of Claims under the Plan; provided, however, that prior notice of such proceedings shall be served in accordance with the Bankruptcy Rules or order of the Bankruptcy Court.  12.5 Severability Of Plan Provisions If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court, at the request of any Debtor, shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of the Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms.  12.6 Successors And Assigns The rights, benefits and obligations of any entity named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign of such entity.  12.7 Compromises and Settlements Pursuant to Fed. R. Bankr. P. 9019(a), the Debtors may compromise and settle various Claims against them and/or claims that they may have against other Persons. The Debtors expressly reserve the right (with Bankruptcy Court approval, following appropriate notice and opportunity for a hearing) to compromise and settle Claims against them and claims that they may have against other Persons up to and including the Effective Date.  12.8 Releases And Satisfaction Of Subordination and Other Rights All Claims of the holders of the Secured Lender Claims, and the Old Note Claims against the Debtors and all rights and claims between or among such holders relating in any manner whatsoever to any claimed subordination rights or rights to assert Claims that are owned by any of the Debtors or their Estates against any other Debtor or third party, shall be deemed satisfied by the distributions under, described in, contemplated by, and/or implemented in Section 3.3 of this Plan. Distributions under, described in, contemplated by, and/or implemented by this Plan to the various Classes of Claims hereunder shall not be subject to levy, garnishment, attachment, or like legal process by any holder of a Claim, including, but not limited to, holders of Secured Lender Claims and Old Note Claims, by reason of any claimed subordination rights or otherwise, so that each holder of a Claim shall have and receive the benefit of the distributions in the manner set forth in the Plan.  12.9 Discharge Of The Debtors (a) Except as otherwise provided herein or in the Confirmation Order, all consideration distributed under the Plan shall be in exchange for, and in complete satisfaction, settlement, discharge, and release of, all Claims of any nature whatsoever against the Debtors or any of their assets or properties, and, and regardless of whether any property shall have been distributed or retained pursuant to the Plan on account of such Claims, upon the Effective Date, the Debtors, and each of them, shall (i) be deemed discharged and released under section 1141(d)(1)(A) of the Bankruptcy Code from any and all Claims, including, but not limited to, demands and liabilities that arose before the Confirmation Date, and all debts of the kind specified in sections 502(g), 502(h) or 502(i) of the Bankruptcy Code, whether or not (a) a Proof of Claim based upon such debt is filed or deemed filed under section 501 of the Bankruptcy Code, (b) a Claim based upon such debt is Allowed under section 502 of the Bankruptcy Code, or (c) the holder of a Claim based upon such debt accepted the Plan, and (ii) terminate all ICG Interests. (b) As of the Confirmation Date, except as provided in the Plan or the Confirmation Order, all entities shall be precluded from asserting against the Debtors or the Reorganized Debtors, any other or further claims, debts, rights, causes of action, liabilities or equity interests relating to the Debtors based upon any act, omission, transaction or other activity of any nature that occurred prior to the Confirmation Date. In accordance with the foregoing, except as provided in the Plan or the Confirmation Order, the Confirmation Order shall be a judicial determination of discharge of all such Claims and other debts and liabilities against the Debtors and termination of all ICG Interests, pursuant to sections 524 and 1141 of the Bankruptcy Code, and such discharge shall void any judgment obtained against the Debtors at any time, to the extent that such judgment relates to a discharged Claim or terminated Interest.  12.10 Injunction (a) Except as provided in the Plan or the Confirmation Order, as of the Confirmation Date, all entities that have held, currently hold or may hold a Claim or other debt or liability that is discharged or an Interest or other right of an equity security holder that is terminated pursuant to the terms of the Plan are permanently enjoined from taking any of the following actions against the Debtors, Reorganized Debtors or their property on account of any such discharged Claims, debts or liabilities or terminated Interests or rights: (i) commencing or continuing, in any manner or in any place, any action or other proceeding; (ii) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (iii) creating, perfecting or enforcing any lien or encumbrance; (iv) asserting a setoff, right of subrogation or recoupment of any kind against any debt, liability or obligation due to the Debtors; and (v) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan. (b) As of the Effective Date, all entities that have held, currently hold or may hold a Claim, demand, debt, right, cause of action or liability that is released pursuant to Section 5.12 or 12.11 of this Plan are permanently enjoined from taking any of the following actions on account of such released Claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities: (i) commencing or continuing in any manner any action or other proceeding; (ii) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order; (iii) creating, perfecting or enforcing any lien or encumbrance: (iv) asserting a setoff, right of subrogation or recoupment of any kind against any debt, liability or obligation due to any released entity; and (v) commencing or continuing any action, in any manner, in any place that does not comply with or is inconsistent with the provisions of the Plan. (c) By accepting distribution pursuant to the Plan, each holder of an Allowed Claim or Allowed Interest receiving distributions pursuant to the Plan will be deemed to have specifically consented to the injunctions set forth in this Section 12.10.  12.11 Exculpation And Limitation Of Liability (a) None of the Debtors, the Reorganized Debtors, the Creditors' Committee, the Claims Resolution Committee, the Indenture Trustees, or the Lenders, nor any of their respective present or former members, officers, directors, employees, advisors, or attorneys shall have or incur any liability to any holder of a Claim or an Interest, or any other party in interest, or any of their respective agents, employees, representatives, financial advisors, attorneys, or affiliates, or any of their successors or assigns, for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Case, formulating, negotiating or implementing the Plan, the solicitation of acceptances of the Plan, the pursuit of confirmation of the Plan, the confirmation of the Plan, the consummation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for their gross negligence or willful misconduct, and in all respects shall be entitled to reasonably rely upon the advice of counsel with respect to their duties and responsibilities under the Plan. (b) Notwithstanding any other provision of this Plan, no holder of a Claim or Interest, no other party in interest, none of their respective agents, employees, representatives, financial advisors, attorneys, or affiliates, and no successors or assigns of the foregoing, shall have any right of action against any Debtor or Reorganized Debtor, nor any statutory committee, nor any of their respective present or former members, officers, directors, employees, advisors or attorneys, for any act or omission in connection with, relating to, or arising out of, the Chapter 11 Case, formulating, negotiating or implementing the Plan, solicitation of acceptances of the Plan, the pursuit of confirmation of the Plan, the consummation of the Plan, the confirmation of the Plan, or the administration of the Plan or the property to be distributed under the Plan, except for their gross negligence or willful misconduct. (c) Reorganized ICG shall indemnify each Person exculpated pursuant to this Section 12.11 against, hold each such Person harmless from, and reimburse each such Person for, any and all losses, costs, expenses (including attorneys' fees and expenses), liabilities and damages sustained by such Person arising from any liability described in this Section 12.11. (d) The foregoing exculpation and limitation on liability shall not, however, limit, abridge, or otherwise affect the rights, if any, of the Reorganized Debtors to enforce, sue on, settle, or compromise the Litigation Claims retained pursuant to Sections 5.8 and 5.9 of this Plan.  12.12 Binding Effect The Plan shall be binding upon and inure to the benefit of the Debtors, all present and former holders of Claims against and Interests in the Debtors, their respective successors and assigns, including, but not limited to, the Reorganized Debtors, and all other parties-in-interest in this Chapter 11 Case.  12.13 Revocation, Withdrawal, Or Non-Consummation The Debtors reserve the right to revoke or withdraw the Plan at any time prior to the Effective Date and to file subsequent plans of reorganization. If the Debtors revoke or withdraw the Plan, or if Confirmation or consummation does not occur, then (a) the Plan shall be null and void in all respects, (b) any settlement or compromise embodied in the Plan (including the fixing or limiting to an amount certain any Claim or Class of Claims), assumption or rejection of executory contracts or leases effected by the Plan, and any document or agreement executed pursuant to the Plan shall be deemed null and void, and (c) nothing contained in the Plan, and no acts taken in preparation for consummation of the Plan, shall (x) constitute or be deemed to constitute a waiver or release of any Claims by or against, or any Interests in, any Debtor or any other Person, (y) prejudice in any manner the rights of any Debtor or any Person in any further proceedings involving a Debtor, or (z) constitute an admission of any sort by any Debtor or any other Person.  12.14 Plan Exhibits Any and all Plan Exhibits, or other lists or schedules not filed with the Plan shall be filed with the Clerk of the Bankruptcy Court at least five (5) Business Days prior to date of the commencement of the Confirmation Hearing. Upon such filing, such documents may be inspected in the office of the Clerk of the Bankruptcy Court during normal court hours. Holders of Claims or Interests may obtain a copy of any such document upon written request to the Debtors in accordance with Section 12.15 of the Plan.  12.15 Notices Any notice, request, or demand required or permitted to be made or provided to or upon a Debtor or Reorganized Debtor under the Plan shall be (a) in writing, (b) served by (i) certified mail, return receipt requested, (ii) hand delivery, (iii) overnight delivery service, (iv) first class mail, or (v) facsimile transmission, and (b) deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows: ICG COMMUNICATIONS, INC., et al. 161 Inverness Drive West Englewood, Colorado 80112 Att'n: Bernard L. Zuroff, Esq. Telephone: (303) 414-5872 Facsimile: (304) 414-8869 with a copy to: SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS) 333 West Wacker Drive Chicago, Illinois 60606-1285 Att'n: Timothy R. Pohl, Esq. Rena M. Samole, Esq. Telephone: (312) 407-0700 Facsimile: (312) 407-0411 with a copy to: CHAIM J. FORTGANG, ESQ. Hippodrome Center 1120 Avenue of the Americas, Suite 4024 New York, NY 10036 Telephone: (212) 626-6710 Facsimile: (212) 626-6711 WACHTELL, LIPTON, ROSEN & KATZ 51 West 52nd Street New York, NY 10019 Attn: Richard G. Mason, Esq. Telephone: (212) 403-1000 Facsimile: (212) 403-2000 SHEARMAN & STERLING 599 Lexington Avenue New York, NY 10002 Attn: Mark J. Shapiro, Esq. Telephone: (212) 848-8195 Facsimile: (212) 848-7179  12.16 Indemnification and Related Matters (a) Third-Party Indemnification Indemnification Obligations owed to any present or former professionals or advisors of the Debtors arising out of acts that occurred prior to the Petition Date, including, without limitation, accountants, auditors, financial consultants, underwriters, or attorneys, shall be deemed to be, and shall be treated as though they are, executory contracts that are rejected pursuant to section 365 of the Bankruptcy Code under this Plan. (b) Indemnification of Debtors' Directors, Officers and Employees Reorganized ICG shall provide standard and customary indemnification for all officers and directors (as of the Petition Date and thereafter) for all actions or events occurring after the Petition Date. Indemnification Obligations to present and former officers and directors for actions or events occurring prior to the Petition Date shall be limited to director and officer liability insurance coverage; provided however that all Indemnification Obligations to members of the Special Committee, including for actions or events occurring prior to the Petition Date, shall be deemed to be, and shall be treated as though they are, executory contracts that are assumed pursuant to section 365 of the Bankruptcy Code. In addition, Reorganized ICG shall indemnify present and former officers and directors for all legal fees and expenses and shall advance all such fees and expenses, as well as any insurance deductibles (if applicable), related to any claims or lawsuits for any actions or events occurring prior to the Petition Date. Reorganized ICG shall also reimburse the Special Committee and its members for all legal fees and expenses incurred by them in connection with the Chapter 11 Cases and the Plan.  12.17 Prepayment Except as otherwise provided in this Plan, any ancillary documents entered into in connection therewith, or the Confirmation Order, the Debtors shall have the right to prepay, without penalty, all or any portion of an Allowed Claim at any time; provided, however, that any such prepayment shall not be violative of, or otherwise prejudice, the relative priorities and parities among the classes of Claims.  12.18 Dissolution of the Creditors' Committee and Establishment of the Claims Resolution Committee (a) Creditors' Committee On the Effective Date, the Creditors' Committee will dissolve and its members will be released and discharged from all duties and obligations arising from or related to the Chapter 11 Cases. The Professionals retained by the Creditors' Committee and the members thereof will not be entitled to compensation or reimburse ment of expenses for any services rendered after the Effective Date. (b) Claims Resolution Committee (i) Function and Composition of the Committee On the Effective Date, the Claims Resolution Committee will be established. Its sole functions will be: (A) to review and (to the extent it deems necessary or appropriate) object to applications for allowance of compensation and reimbursement of expenses for Professionals filed before or after the Effective Date, (B) to monitor the Reorganized Debtors' progress in (x) reconciling and resolving Disputed Claims and (y) making distributions on account of such Claims once resolved and (C) to review and assert objections to the reasonable ness of settlements and compromises of such Claims, pursuant to Section 9.1. The Claims Resolution Committee will consist of three holders of Class H-4 and S-4 Claims who sit on the Creditors' Committee as of the Effective Date or other persons selected by the Creditors' Committee. (ii) Committee Procedures The Claims Resolution Committee will adopt by-laws that will control its functions. These by-laws, unless modified by the Claims Resolution Committee, will provide the following: (A) a majority of the Claims Resolution Committee will constitute a quorum, (B) one member of the Claims Resolution Committee will be designated by the majority of its members as its chairperson, (C) meetings of the Claims Resolution Committee will be called by its chairperson on such notice and in such manner as its chairperson may deem advisable and (D) the Claims Resolution Committee will function by decisions made by a majority of its members in attendance at any meeting. (iii) Employment of Professionals by the Committee and Reimbursement of Committee Members The Claims Resolution Committee will be authorized to retain and employ counsel and other profession als to assist with the claims reconciliation process. The role of the Claims Resolution Committee's professionals will be strictly limited to assisting the committee in its functions as set forth herein. The Reorganized Debtors will pay the actual, necessary, reasonable and documented fees and expenses of the professionals retained by the Claims Resolution Committee, as well as the actual, necessary, reasonable and documented expenses incurred by each committee member in the performance of its duties upon the monthly submission of bills to the Reorganized Debtors and the members of the Claims Resolution Committee. If no objection to payment is received within 30 days following delivery of the bill, the bill (or its undisputed portion) will be paid by the Reorganized Debtors. Other than as specified in the preceding sentence, (or as agreed by the Debtors and the Creditors' Committee or Claims Resolution Committee, or ordered by the Bankruptcy Court) the members of the Claims Resolution Committee will serve without compensation. If there is any unresolved dispute between the Reorganized Debtors and the Claims Resolution Committee, its professionals or a member thereof as to any fees or expenses, such dispute will be submitted to the Bankruptcy Court for resolution. (iv) Dissolution of the Committee Subject to further order of the Bankruptcy Court, the Claims Resolution Committee will dissolve on the date that an officer of Reorganized ICG files and serves on counsel to the Claims Resolution Committee by overnight delivery service or facsimile transmission a certification that the aggregate Face Amount of the remaining Disputed Claims in Classes H-4 and S-4, in the aggregate, is equal to or less than $25 million, or on the date that any objection filed to such certification is resolved by the Bankruptcy Court such that the aggregate Face Amount of the remaining Disputed Claims in Classes H-4 and S-4, in the aggregate, is equal to or less than $25 million. The Claims Resolution Committee may file and serve on the Reorganized Debtors an objection to the certification within ten (10) days of receipt thereof, with the issue of the aggregate Face Amount of remaining Disputed Claims to be determined by the Bankruptcy Court. The professionals retained by the Claims Resolution Committee and the members of the committee will not be entitled to compensation or reimbursement of expenses for any services rendered after the date of dissolution of the committee. Notwithstanding the foregoing, the Claims Resolution Committee will not dissolve until orders regarding final requests for compensation by professionals become Final Orders and until the Confirmation Order becomes a Final Order.  12.19 Term Of Injunctions Or Stays Unless otherwise provided herein or in the Confirmation Order, all injunctions or stays provided for in the Chapter 11 Case under sections 105 or 362 of the Bankruptcy Code or otherwise, and extant on the Confirmation Date (excluding any injunctions or stays contained in this Plan or the Confirmation Order), shall remain in full force and effect until the Effective Date. Dated as of: April 3, 2002 ICG COMMUNICATIONS, INC. (for itself and on behalf of the Subsidiary Debtors) By: /s/ Randall E. Curran ----------------------------------------------- Name: Randall E. Curran Title: Chief Executive Officer of ICG Communications, Inc. SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS) Timothy R. Pohl Rena M. Samole 333 W. Wacker Drive Chicago, Illinois 60606-1285 (312) 407-0700, SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP /s/ Gregg M. Galardi -------------------------------------------------------- Gregg M. Galardi One Rodney Square P.O. Box 636 Wilmington, Delaware 19899-0636 (302) 651-3000 Attorneys for ICG Communications, Inc., et al. PLAN EXHIBIT A FORM OF ARTICLES OF INCORPORATION OF REORGANIZED ICG ---------------------------------------------------- AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ICG COMMUNICATIONS, INC. -------------------------------- 1. The name of the corporation is ICG Communications, Inc. 2. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 11, 1996. 3. A Certificate of Designation of Rights and Preferences of the Preferred Stock Mandatorily Redeemable 2009 was filed on September 25, 1997, a Certificate of Designation of the Series A Preferred Stock was Filed on April 7, 2001 and an Amendment to the Certificate of Incorporation was filed on June 8, 2000. 4. This Restated Certificate of Incorporation, which amends and restates the Certificate of Incorporation, as amended, is being filed in connection with the Corporation's reorganization plan, dated as of April 3, 2002, (as such plan may be amended, supplemented, or modified from time to time (the "Reorganization Plan")), and was duly adopted in accordance with the provisions of sections 242, 245, and 303 of the General Corporation Law of the State of Delaware ("Delaware General Corporation Law"). The Reorganization Plan was confirmed on , 2002, by the United States Bankruptcy Court for the District of Delaware. 5. The text of the Certificate of Incorporation of the corporation is hereby amended and restated so as to read in its entirety as follows: FIRST: The name of the corporation is ICG Communications, Inc. (hereinafter called the "Corporation"). SECOND: The address of the Corporation's registered office in the State of Delaware is the Corporate Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its registered agent, is the Corporate Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation are to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law. FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is One Hundred and One Million (101,000,000) shares, of which one hundred million (100,000,000) shares shall be Common Stock of the par value of one cent ($.01) per share (hereinafter called "Common Stock"), and one million (1,000,000) shares shall be Preferred Stock of the par value of one cent ($.01) per share (hereinafter called "Preferred Stock"). A. Provisions relating to Preferred Stock. -------------------------------------- Shares of Preferred Stock may be issued from time to time in series, and the Board of Directors of the Corporation is hereby authorized, subject to the limitations provided by law, to establish and designate one or more series of the Preferred Stock, to fix the number of shares constituting each series, and to fix the designa tions, powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of each series and the variations and the relative rights, preferences and limitations as between series, and to increase and to decrease the number of shares constituting each series. The authority of the Board of Directors of the Corporation with respect to each series shall include, but shall not be limited to, the authority to determine the following: (i) The designation of such series; (ii) The number of shares initially constituting such series; (iii) The increase, and the decrease to a number not less than the number of the outstanding shares of such series, of the number of shares constituting such series theretofore fixed; (iv) The rate or rates, and the conditions upon and the times at which dividends on the shares of such series shall be paid, the preference or relation which such dividends shall bear to the dividends payable on any other class or classes or on any other series of stock of the Corporation, and whether or not such dividends shall be cumulative, and, if such dividends shall be cumulative, the date or dates from and after which they shall accumulate; (v) Whether or not the shares of such series shall be redeemable and, if such shares shall be redeemable, the terms and conditions of such redemption, including, but not limited to, the date or dates upon or after which such shares shall be redeemable and the amount per share which shall be payable upon such redemption, which amount may vary under different conditions and at different redemption dates; (vi) The rights to which the holders of the shares of such series shall be entitled upon the voluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation, which rights may be different in the case of a voluntary liquidation, dissolution or winding up than in the case of such an involuntary event; (vii) Whether or not a sinking fund or a purchase fund shall be provided for the redemption or purchase of the shares of such series and, if such a sinking fund or purchase fund shall be provided, the terms and conditions thereof; (viii) Whether or not the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation and, if provision be made for conversion or exchange, the terms and conditions of conversion or exchange, including, but not limited to, any provision for the adjustment of the conversion or exchange rate or the conversion or exchange price; and (ix) Any other relative rights, preferences and limitations. B. Provisions relating to Common Stock. ----------------------------------- (i) Subject to the preferential dividend rights applicable to shares of the Preferred Stock, as determined by the Board of Directors of the Corporation pursuant to the provisions of part A of this Article FOURTH, the holders of shares of the Common Stock shall be entitled to receive such dividends as may be declared by the Board of Directors of the Corporation. (ii) Subject to the preferential liquidation rights and except as determined by the Board of Directors of the Corporation pursuant to the provisions of part A of this Article FOURTH, in the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Corporation, the holders of shares of the Common Stock shall be entitled to receive all of the assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares of the Common Stock held by them. (iii) Except as otherwise determined by the Board of Directors of the Corporation pursuant to the provisions of part A of this Article FOURTH subject to the provisions of Article FIFTH, the holders of shares of the Common Stock shall be entitled to vote on all matters at all meetings of the stockholders of the Corporation, and shall be entitled to one vote for each share of the Common Stock entitled to vote at such meeting, voting together with the holders of the Preferred Stock who are entitled to vote, and not as a separate class. FIFTH: The Corporation shall not issue any nonvoting equity securities to the extent prohibited by section 1123 of title 11 of the United States Code (the "Bankruptcy Code") as in effect on the effective date of the Reorganization Plan; provided, however, that this Article FIFTH (a) will have no further force and effect beyond that required under section 1123 of the Bankruptcy Code, (b) will have such force and effect, if any, only for so long as such section of the Bankruptcy Code is in effect and applicable to the Corporation, and (c) in all events may be amended or eliminated in accordance with such applicable law as from time to time may be in effect. SIXTH: The number of directors which shall constitute the whole Board of Directors shall not be less than three (3) nor more than ten (10). The initial Board of Directors shall consist of nine (9) persons. Except for the initial directors, the term of office of directors shall expire at the next annual meeting of stockhold ers after their election and in all cases as to each director until his successor shall be elected and shall qualify or until his earlier resignation, removal from office, death or incapacity. The term of office of the initial directors shall expire at the 2004 Annual Meeting of Stockholders. At each annual meeting of stockholders, the number of directors equal to the number of directors whose term expires at the time of such meeting shall be elected to hold office until the next annual meeting of stockholders after their election. The election of directors need not occur by written ballot. SEVENTH: All corporate powers shall be exercised by the Board of Directors, except as otherwise provided by statute or by this Certificate of Incorporation, or any amendment thereof, or by the Amended and Restated By-Laws of the Corporation (the "By-Laws"). The Board of Directors shall have the power to make, alter, amend or repeal the By-Laws, except to the extent that the By-Laws otherwise provide. EIGHTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit. If the Delaware General Corporation Law is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. NINTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and for of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation. TENTH: The Corporation, shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, or by or in the right of the Corporation to procure judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner be reasonably believed to be in or not opposed to the best interests of the Corporation, in accordance with and to the full extent permitted by applicable law. Expenses (including attorneys' fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section. The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under these Articles or any agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. ELEVENTH: The Corporation reserves the right to amend or repeal any provisions contained in this Certificate of Incorporation from time to time and at any time in the manner now or hereafter prescribed by the law of the State of Delaware, and all rights herein conferred upon stockholders, directors and officers are subject to this reserved power. IN WITNESS WHEREOF, ICG Communications, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by [ ], and attested by [ ], its [ ], this [ ], 2002. ICG COMMUNICATIONS, INC. By:____________________________ Name: Title: Attest: By: ------------------------------- Name: Title: PLAN EXHIBIT B FORM OF BY-LAWS OF REORGANIZED ICG ----------------------------------- RESTATED BY-LAWS OF ICG COMMUNICATIONS, INC. (a Delaware corporation) ARTICLE I Stockholders' Meetings; Voting Section 1.1 Annual Meetings. Annual meetings of stockholders shall be held on the date and at such time and place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of meeting. The first annual meetings of stockholders shall occur not later than June 15, 2003. At the annual meetings, the stockholders shall elect the number of directors equal to the number of directors whose term expires at such meetings to hold office until the next annual meeting of stockholders after their election. Any other proper business may be transacted at the annual meeting. Section 1.2 Special Meetings. Special meetings of stockholders may be called at any time by the Chairman of the Board, the Chief Executive Officer or a majority of the directors, to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting. Section 1.3 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. The Corporation shall, at the written request of any stockholder, cause such notice to such stockholder to be confirmed to such other address and/or by such other means as such stockholder may reasonably request, provided that if such written request is received after the date any such notice is mailed, such request shall be effective for subsequent notices only. Unless the Delaware General Corporation Law or the Certificate of Incorporation require otherwise, the Corporation is required to give notice only to stockholders entitled to vote at the meeting. Section 1.4 Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1.5 Quorum. At each meeting of stockholders, except where otherwise provided by law or the Certificate of Incorporation or these By-Laws, the holders of one-third of the outstanding shares of each class of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. With respect to any matter on which stockholders vote separately as a class, the holders of one-third of the outstanding shares of such class shall constitute a quorum for a meeting with respect to such matter. Two or more classes or series of stock shall be considered a single class for purposes of determining existence of a quorum for any matter to be acted on if the holders thereof are entitled or required to vote together as a single class at the meeting on such matter. In the absence of a quorum the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 1.4 of these By-Laws until a quorum shall attend. Section 1.6 Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, or in his absence by the Chief Executive Officer, or in his absence by the President, or in his absence by an Executive Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 1.7 Voting; Proxies. Unless otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot and need not be conducted by inspectors unless the holders of a majority of the outstanding shares of any class of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. At all meetings of stockholders for the election of directors, such election and all other elections and questions shall, unless otherwise provided by law or by the Certificate of Incorporation or these By-Laws, be decided by the vote of the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at the meeting, voting as a single class. Section 1.8 Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is expressed; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. Section 1.9 List of Stockholders Entitled to Vote. The Secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. Section 1.10 Consent of Stockholders in Lieu of Meeting. To the extent provided by any statute at the time in force, whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action, by any statute, by the Certificate of Incorporation or by these By-Laws, the meeting and prior notice thereof and vote of stockholders may be dispensed with if the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted shall consent in writing to such corporate action without a meeting by less than unanimous written consent and notice thereof shall be given to those stockholders who have not consented in writing. Section 1.11 Shares Held by Nominees. The Corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the Corporation as a stockholder. The extent of this recognition may be determined in the procedure thus established. ARTICLE II Board of Directors Section 2.1 Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the Certificate of Incorporation. The initial Board of Directors shall consist of nine (9) persons. Five of the initial directors shall be appointed by Cerberus Capital Management Co., L.P.. Two of the initial directors shall be appointed by W.R. Huff Asset Management Co., L.L.C.. One of the initial directors shall be appointed by the Company's Creditors' Committee. The Chief Executive Officer of the Corporation shall also serve as a director of the Company and shall act as Chairman of the Board of Directors. All of the initial directors proposed by Cerberus Capital Management, LP and W.R. Huff Asset Management Co., L.L.C. shall be reasonably acceptable to the Chief Executive Officer and the Creditors' Committee. The authority of Cerberus Capital Management, LP and W.R. Huff Asset Management Co., L.L.C. to appoint future directors shall be set forth in the Certificate of Designation Rights and Preferences of _________, dated ________, 2002. The number of directors which shall constitute the whole Board of Directors shall not be less than three (3) nor more than ten (10). Within such limits, the number of directors may be fixed from time to time by vote of the stockholders or of the Board of Directors, at any regular or special meeting, subject to the provisions of the Certificate of Incorporation. Section 2.2 Election; Term of Office. Except for the initial directors, the term of office of directors shall expire at each annual meeting of stockholders and in all cases, as to each director until his successor shall be elected and shall qualify or until his earlier resignation, removal from office, death or incapacity. The term of office of all initial directors shall expire at the 2004 Annual Meeting of Stockholders. At each annual meeting of stockholders following such initial election, the number of directors equal to the number of directors whose term expires at the time of such meeting shall be elected to hold office until the next annual meeting of stockholders after their election and until his successor is elected and qualified or until his earlier resignation or removal, except as provided in the Certificate of Incorporation. Section 2.3 Resignation; Removal; Vacancies; Special Elections. Any director may resign at any time upon written notice to the Board of Directors or to the Chairman of the Board or to the Chief Executive Officer of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any director may be removed with or without cause at any time upon the affirmative vote of a majority of the total number of directors. If any vacancies shall occur in the Board of Directors, by reason of death, resignation, removal or otherwise, or if the authorized number of directors shall be increased, the directors then in office shall continue to act, and such vacancies may be filled by a majority of the directors then in office, though less than a quorum; provided, however, that whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the Certificate of Incorporation, vacancies and newly created directorships of such class or classes or series shall be filled by a majority of the directors elected by such class or classes or series thereof then in office though less than a quorum or by a sole remaining director so elected. Any such vacancies or newly created directorships may also be filled upon the affirmative vote of the holders of a majority of the outstanding shares of stock of the Corporation entitled to vote for the election of directors, given at a special meeting of the stockholders called for the purpose. Each director chosen to fill a vacancy shall hold office until the next annual election at which directors are to be elected and until his successor shall be duly elected and shall qualify, or until his earlier death, resignation or removal. Section 2.4 Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given. Section 2.5 Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, by the Chief Executive Officer or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting. Section 2.6 Notice of Meetings. Regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Written, or oral, notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. The notice of any meeting need not describe the purpose of the meeting. A director may waive any notice before or after the date and time of the meeting stated in the notice. A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless: the director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting. Except as hereinbefore provided, a waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. Section 2.7 Telephonic Meetings Permitted. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any member of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this By-Law shall constitute presence in person at such meeting. Section 2.8 Quorum; Vote Required for Action. At all meetings of the Board of Directors the presence of a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of at least a majority of the directors present at any meeting at which a quorum is present shall be necessary to constitute and shall be the act of the Board unless the Certificate of Incorporation or these By-Laws shall otherwise provide. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall attend. Section 2.9 Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in his absence by the Chief Executive Officer, or in their absence by a chairman chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting. Section 2.10 Action by Directors Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consents thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. ARTICLE III  Committees Section 3.1 Committees. The Board of Directors may, by resolution passed by a majority of the total number of directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board, and unless otherwise restricted by the Certificate of Incorporation or these By-Laws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, to the full extent permitted by law. Section 3.2 Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board may adopt, amend and repeal rules for the conduct of its business. In the absence of a provision by the Board or a provision in the rules of such committee to the contrary, the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, the vote of a majority of such members present at a meeting shall be the act of such committee, and in other respects each committee shall conduct its business pursuant to Article II of these By-Laws. ARTICLE IV Officers Section 4.1 Officers; Election. As soon as practicable after the annual meeting of stockholders in each year, the Board shall elect a Chief Executive Officer and a Secretary. The Board may also elect a Chairman of the Board, a Treasurer and one or more Executive Vice Presidents. The Chief Executive Officer may select one or more Senior Vice Presidents, one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers and may give any of them such further designations or alternate titles as he considers desirable. Any number of offices may be held by the same person. Section 4.2 Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until the first meeting of the Board after the annual meeting of stockholders next succeeding his election, and until his successor is elected and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the Chief Executive Officer of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time, provided that such action by the Board shall require the vote of a majority of the whole Board. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election or selection of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise shall or may be filled for the unexpired portion of the term by the Board at any regular or special meeting in the manner provided in Section 4.1 for election of officers following the annual meeting of stockholders. Section 4.3 Chairman of the Board. The Chairman of the Board or, if there is not a Chairman of the Board, the Chief Executive Officer shall have general charge and supervision of the business of the Corporation. In addition, he shall preside at all meetings of the Board of Directors and of the stockholders at which he shall be present. He shall have and may exercise such powers and perform such other duties as are, from time to time, assigned to him by the Board and as may be provided by law. Section 4.4 Chief Executive Officer. The Chief Executive Officer shall perform all duties incident to such office, and such other duties as, from time to time, may be assigned to him by the Board or as may be provided by law. Section 4.5 Vice Presidents. The Executive Vice President or Vice Presidents, at the request of the Chief Executive Officer or in his absence or during his inability to act, shall perform the duties of the Chief Executive Officer, and when so acting shall have the powers of the Chief Executive Officer. If there be more than one Executive Vice President, the Board of Directors may determine which one or more of the Executive Vice Presidents shall perform any of such duties; or if such determination is not made by the Board, the Chief Executive Officer may make such determination; otherwise any of the Executive Vice Presidents may perform any of such duties. The Executive Vice President or Executive Vice Presidents shall have such other powers and perform such other duties as may be assigned to him or them by the Board or the Chief Executive Officer or as may be provided by law. Section 4.6 Secretary. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose; he shall see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; he shall be custodian of the records of the Corporation; he may affix the corporate seal to any document the execution of which, on behalf of the Corporation, is duly authorized, and when so affixed may attest the same; and, in general, he shall perform all duties incident to the office of secretary of a corporation, and such other duties as, from time to time, may be assigned to him by the Board or the Chief Executive Officer or as may be provided by law. Section 4.7 Treasurer. The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit or cause to be deposited, in the name of the Corporation, all moneys or other valuable effects in such banks, trust companies or other depositories as shall, from time to time, be selected by or under authority of the Board of Directors; if required by the Board, he shall give a bond for the faithful discharge of his duties, with such surety or sureties as the Board may determine; he shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Corporation and shall render to the Chief Executive Officer and to the Board, whenever requested, an account of the financial condition of the Corporation; and, in general, he shall perform all the duties incident to the office of treasurer of a corporation, and such other duties as may be assigned to him by the Board or the Chief Executive Officer or as may be provided by law. Section 4.8 Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries, when authorized by the Board of Directors, may sign with the Chief Executive Officer or a Vice President, certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries and Assistant Treasurers, in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Chief Executive Officer or Board of Directors. Section 4.9 Other Officers. The other officers, if any, of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in a resolution adopted by the Board of Directors which is not inconsistent with these By-Laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his duties. ARTICLE V  Stock Section 5.1 Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the Chief Executive Officer or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by him in the Corporation. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar on the date of issue. Section 5.2 Fractional Shares or Scrip. The Corporation may: (a) issue fractions of a share or pay in money the value of fractions of a share; (b) arrange for disposition of fractional shares by the stockhold ers; or (c) issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share. Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required to be included in a share certificate by the Delaware General Corporation Law. The holder of a fractional share is entitled to exercise the rights of a stockholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them. The Board of Directors may authorize the issuance of scrip subject to any condition considered desirable, including (a) that the scrip will become void if not exchanged for full shares before a specified date; and (b) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders. Section 5.3 Share Transfers. Upon compliance with any provisions restricting the transferability of shares that may be set forth in the Certificate of Incorporation, these By-Laws, or any written agreement in respect thereof, transfers of shares of the Corporation shall be made only on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer agent or a registrar and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon, if any. Except as may be otherwise provided by law or these By-Laws, the person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact, if known to the Secretary of the Corporation, shall be so expressed in the entry of transfer. Section 5.4 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. ARTICLE VI Miscellaneous Section 6.1 Seal. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. Section 6.2 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the Certificate of Incorporation or these By-Laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or these By-Laws. Section 6.3 Meaning of Certain Terms. As used herein, in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term "share" or "shares" or "stockholder" or "stockholders" refers to an outstanding share or shares and to a holder or holders of record of outstanding shares when the Corporation is authorized to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the Certificate of Incorporation confers such rights where there are two or more classes or series of shares or upon which or upon whom the Delaware General Corporation Law confers such rights notwithstanding that the Certificate of Incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder. Section 6.4 Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same. Section 6.5 Dividends. Dividends upon the stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, bonds, in property, or in shares of stock, subject to the provisions of the Certificate of Incorporation. Section 6.6 Reserves. Before the payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purposes as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve. Section 6.7 Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Section 6.8 Fiscal Year. The fiscal year of the Corporation shall be from January 1st through December 31st. Section 6.9 Offices. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may also have offices at such other places within or outside the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE VII Amendments Section 7.1 Amendments. These By-Laws may be altered, amended or repealed at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment or repeal be contained in the notice of such special meeting. ARTICLE VIII Indemnification Section 8.1 Indemnification. The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person, or a person of whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or any predecessor of the Corporation, or serves or served any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor of the Corporation. The Corporation shall pay any expenses reasonably incurred by a director or officer in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation under this Article or otherwise. The Corporation may, by action of its Board of Directors, provide for the payment of such expenses incurred by employees and agents of the Corporation as it deems appropriate. The rights conferred on any person under this Article shall not be deemed exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Corporation's Certificate of Incorporation, By-Laws, agreement, vote of stockholders or disinterested directors or otherwise. All rights to indemnification and to the advancement of expenses under this Article shall be deemed to be provided by a contract between the Corporation and the director, officer, employee or agent who serves in such capacity at any time while these By-Laws and any other relevant provisions of the Delaware General Corporation Law and any other applicable law, if any, are in effect. Any repeal or modification thereof shall not affect any rights or obligations then existing. For purposes of this Article, references to "the Corporation" shall be deemed to include any subsidiary of the Corporation now or hereafter organized under the laws of the State of Delaware. ARTICLE IX Rules of Order Section 9.1 Rules of Order. At any meeting of stockholders or directors of the Corporation at which a question of procedure arises, the person presiding at the meeting may rely upon the Robert's Rules of Order, Newly Revised as then in effect to resolve any such question. PLAN EXHIBIT C FORM OF MANAGEMENT OPTION PLAN ------------------------------ ICG COMMUNICATIONS, INC. YEAR 2002 STOCK OPTION PLAN SECTION 1 GENERAL TERMS 1.1 Purpose. The ICG Communications, Inc. Year 2002 Stock Option Plan has been established by ICG Communications, Inc. to (i) attract and retain persons eligible to participate in the Plan; (ii) motivate Participants, by means of appropriate incentives, to achieve long-range goals; (iii) provide incentive compensation opportunities that are competitive with those of other similar companies; and (iv) further identify Participants' interests with those of the Company's other shareholders through compensation that is based on the Company's common stock; and thereby promote the long-term financial interest of the Company and the Subsidiaries, including the growth in value of the Company's equity and enhancement of long-term shareholder return. 1.2 Participation. Subject to the terms and conditions of the Plan, the Committee will determine and designate, from time to time, from among the Eligible Persons, those persons who will be granted one or more Options under the Plan, and thereby become Participants in the Plan. In the discretion of the Committee, a Participant may be granted any type of Option permitted under the provisions of the Plan, and more than one Option may be granted to a Participant. 1.3 Operation, Administration, and Definitions. The operation and administration of the Plan, including the Options granted under the Plan, will be subject to the provisions of Section 3 (relating to operation and administration). Capitalized terms in the Plan will be defined as set forth in Section 7. SECTION 2 OPTIONS 2.1 Grants of Options. Options granted under this Section 2 may be either Incentive Stock Options ("ISOs") or Non-Qualified Stock Options ("NSOs"), as determined in the discretion of the Committee. The initial grants of Options under this Plan after the Effective Date will be made in substantially the form as set forth in Exhibit A. 2.2 Exercise Price. The Exercise Price of each Option granted under this Section 2 will be established by the Committee or will be determined by a method established by the Committee at the time the Option is granted; provided, however, that the exercise price for any Option must equal at least the Fair Market Value of the Stock on the date of grant. 2.3 Vesting. An Option will become vested in accordance with the vesting schedule and other terms and conditions set forth in the Option Agreement. If no vesting schedule is provided in the Option Agreement, the Option will become 33.3% vested on the first anniversary of the Grant Date, and vested as to an additional 33.3% on the second anniversary of the Grant Date and an additional 33.4% on the third anniversary of the Grant Date, provided that the Participant is employed by the Company or a Subsidiary on each such vesting date. 2.4 Payment of Option Exercise Price. The payment of the Exercise Price of an Option granted under this Section 2 will be subject to the following: (a) Subject to the provisions of this Section 2.4, the full Exercise Price for shares of Stock purchased upon the exercise of any Option will be paid at the time of such exercise (except that, in the case of an exercise arrangement approved by the Committee and described in Section 2.4(c), payment may be made as soon as practicable after the exercise). (b) The Exercise Price will be payable by cashier's or certified check or by tendering, by either actual delivery of shares or by attestation, shares of Stock acceptable to the Committee, and valued at Fair Market Value as of the day of exercise, or in any combination thereof, as determined by the Committee. (c) The Committee may permit a Participant to elect to pay the Exercise Price upon the exercise of an Option by irrevocably authorizing a third party to sell all or a portion of the shares of Stock acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. 2.5 Settlement of Option. Shares of Stock delivered pursuant to the exercise of an Option will be subject to such conditions, restrictions and contingencies as the Committee may establish in the applicable Option Agreement. The Committee, in its discretion, may impose such conditions, restrictions and contingencies with respect to shares of Stock acquired pursuant to the exercise of an Option as the Committee determines to be desirable. 2.6 Terms Applicable to NSOs. Except as otherwise expressly provided in the Option Agreement or as agreed to by the Committee, the following terms will apply to NSOs: (a) The Exercise Price for each share of Stock covered by a NSO may be at any price; provided that the Exercise Price is at least equal to the Fair Market Value of the Stock on the date of grant. (b) A NSO may not be exercisable more than ten years from the Grant Date of the NSO. 2.7 Terms Applicable to ISOs. Notwithstanding any other provision of the Plan, this Section 2.7 will apply to Options intended to be treated as ISOs. Any Option granted which is intended to be treated as an ISO which does not satisfy the requirements applicable to ISOs under Code Section 422 will be treated as a NSO to the extent such Option does not satisfy the ISO requirements. (a) The aggregate Fair Market Value of the shares of Stock for which an ISO is exercisable for the first time by a Participant in any calendar year, under the Plan or otherwise, will not exceed $100,000. For this purpose, the Fair Market Value of the Stock will be determined as of the Grant Date of the Option. In the event that the Code, or the regulations or other authority issued under the Code, are amended to provide for a different limit on the Fair Market Value of shares of Stock to be subject to an ISO, such different limit automatically will be incorporated herein and will apply to any ISOs granted after the effective date of such amendment. (b) The Exercise Price for each share of Stock covered by an ISO granted to an Eligible Person who then owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary (a "10% Shareholder") must be at least 110% of the Fair Market Value of the Stock subject to the ISO on the Grant Date of the Option. (c) The ISO may not be exercisable more than ten years from the Grant Date of the ISO; provided, however, that the exercise period of an ISO granted to a 10% Shareholder must expire not more than five years from the Grant Date of such ISO. (d) ISOs may not be granted to Eligible Employees who are not employees of the Company or any Subsidiary. 2.8 Exercise of Options. Vested Options (whether ISOs or NSOs) may be exercised at any time during the Participant's employment. Except as otherwise provided in any Option Agreement, or as otherwise determined by the Committee, the following provisions will occur with respect to the exercise of an Option: (a) Termination Because of Death or Disability: If the Participant dies or becomes Disabled during the Exercise Period while still employed, the Option may be exercised by those entitled to do so (who will be, in the event of the Participant's death, the Participant's beneficiary under Section 3.16) within eighteen (18) months following the Participant's death or Disability (provided that such exercise must occur within the Exercise Period), but not thereafter. (b) Other Termination: If the employment of the Participant is terminated (which for this purpose means that the Participant is no longer employed by the Company or any Subsidiary) within the Exercise Period for any reason other than for Cause or the Participant's death or Disability, the Option may be exercised by the Participant within eighteen (18) months following the date of such termination (provided that such exercise must occur within the Exercise Period), but not thereafter. (c) Only Vested Options May be Exercised: In any case, an Option may be exercised only as to the shares of Stock as to which the Option had become exercisable on or before the date of the Participant's termination, death or Disability. (d) Forfeiture for Terminations for Cause: In the event the Participant's employment with the Company or a Subsidiary is terminated for Cause, any Option then held by such Participant (whether or not vested) will be cancelled and will become void and the Participant will have no further interest in such Option. (e) Limited Exercise Periods for ISO Treatment: Notwithstanding the above, in order to retain ISO treatment for any Option, the Option must be exercised within the time periods set forth in this Section 2.8(e). Any Option granted which is intended to be treated as an ISO which does not satisfy the requirements applicable to ISOs under Code Section 422 will be treated as a NSO to the extent such Option does not satisfy the ISO requirements. (i) Exercise of ISO Upon Death or Disability: To retain ISO treatment, if the Participant dies or becomes Disabled during the Exercise Period while still employed, or within the 90-day period referred to in the following paragraph, the ISO must be exercised by those entitled to do so (who will be, in the event of the Participant's death, the Participant's beneficiary under Section 3.16) within twelve months following the Participant's death or Disability (provided that such exercise must occur within the Exercise Period), but not thereafter. (ii) Exercise of ISO Upon Other Termination: To retain ISO treatment, if the employment of the Participant is terminated (which for this purpose means that the Participant is no longer employed by the Company or any Subsidiary) within the Exercise Period for any reason other than for Cause or the Participant's death or Disability, the ISO must be exercised by the Participant within 90 days following the date of such termination (provided that such exercise must occur within the Exercise Period), but not thereafter. (f) Employment Status Upon Sale of Subsidiary: For purposes of this Section, unless the Committee determines otherwise, a Participant who is employed by a Subsidiary which Subsidiary is involved in a Disaffiliation, as defined in Section 4.1, will be treated as if that Participant's employment was terminated on the date of such Disaffiliation. SECTION 3 OPERATION AND ADMINISTRATION 3.1 Effective Date. The Plan will be effective as of January 1, 2002; provided, however, that, if shareholder approval of the Plan is required by law, the Plan will not become effective unless approved by the shareholders and to the extent that Options are granted under the Plan prior to its approval by shareholders, the Options will be contingent on approval of the Plan by the shareholders of the Company . 3.2 Term of Plan. The Plan will be unlimited in duration and, in the event of Plan termination, will remain in effect as long as any Options under it are outstanding; provided, however, that, to the extent required by the Code, no ISO may be granted under the Plan on a date that is more than ten years from the earlier of the date the Plan is adopted by the Company or the date the Plan is approved by shareholders. 3.3 Shares Subject to Plan. The shares of Stock for which Options may be granted under the Plan will be subject to the following: (a) Subject to the following provisions of this Section 3.3, the maximum number of shares of Stock that may be delivered to Participants and their beneficiaries under the Plan will equal 1,222,222shares of Stock. The number of shares of Stock available under Options granted under this Plan will increase on a pro rata basis to the extent that more than eleven million (11,000,000) New Common Shares (as defined in the Company's Plan of Reorganization) are issued in connection with the Plan of Reorganization, so that the shares of Stock represented by Options available under this Plan will constitute 10%of the Reorganized Company (as defined in the Company's Plan of Reorganization), on a fully-diluted basis after giving effect to all warrants, options or other securities convertible into New Common Shares of the Company issued pursuant to the Plan of Reorganization. (b) To the extent any shares of Stock covered by an Option are not delivered to a Participant or beneficiary because the Option is forfeited or canceled, or shares of Stock are not delivered because the shares are used to satisfy applicable tax withholding obligations, such shares will not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. (c) If the exercise price of any stock option granted under the Plan is satisfied by tendering shares of Stock to the Company (by either actual delivery or by attestation), only the number of shares of Stock issued net of the shares of Stock tendered will be deemed delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. (d) The maximum number of shares of Stock that may be issued under Options intended to be treated as ISOs will equal 1,222,222 shares of Stock. (e) The maximum number of shares of Stock that may be issued under Options granted under this Plan to any individual may not exceed 1,000,000 shares. 3.4 General Restrictions. Delivery of shares of Stock under the Plan will be subject to the following: (a) Notwithstanding any other provision of the Plan, the Company will have no liability to deliver any shares of Stock under the Plan unless such delivery would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity. (b) To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange. 3.5 Tax Withholding. All distributions under the Plan are subject to withholding of all applicable taxes, and the Committee may condition the delivery of any shares or other benefits under the Plan on satisfaction of the applicable withholding obligations. The Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligations to be satisfied through cash payment by the Participant, through the surrender of shares of Stock which the Participant already owns, or through the surrender of shares of Stock to which the Participant otherwise is entitled under the Plan. 3.6 Use of Shares. Subject to the overall limitation on the number of shares of Stock that may be delivered under the Plan, the Committee may use available shares of Stock as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company or a Subsidiary, including the plans and arrangements of the Company or a Subsidiary assumed in business combinations. In addition, Options may be granted as alternatives to or replacement of Options outstanding under the Plan, or any other plan or arrangement of the Company or a Subsidiary (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Subsidiary). Notwithstanding the above, in no event may Options granted and outstanding under this Plan be amended to provide for an Exercise Price lower than the original Exercise Price of such Option (repricing) without the consent of the shareholders of the Company. 3.7 Dividends and Dividend Equivalents. An Option may provide the Participant with the right to receive dividend payments or dividend equivalent payments with respect to Stock subject to the Option (both before and after the Stock subject to the Option is earned, vested, or acquired), which payments may be either made currently or credited to an account for the Participant, and may be settled in cash or Stock, as determined by the Committee. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in shares of Stock, may be subject to such conditions, restrictions and contingencies as the Committee will establish, including the reinvestment of such credited amounts in Stock equivalents. 3.8 Transferability. Except as otherwise provided by the Committee, Options under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution; provided, however, that an ISO may not be transferable except as designated by the Participant by will or by the laws of descent and distribution. 3.9 Form and Time of Elections. Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, will be in writing filed with the Committee at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee will require. 3.10 Agreement With Company. An Option granted under the Plan will be subject to such terms and conditions, not inconsistent with the Plan, as the Committee will, in its sole discretion, prescribe. The terms and conditions of any Option to any Participant will be reflected in an Option Agreement and in this Plan. A copy of such Option Agreement will be provided to the Participant, and the Committee may, but need not require that the Participant will sign a copy of such Option Agreement. The Participant and such Option Agreement will be subject to all of the terms of this Plan regardless of whether any Participant signature is required. 3.11 Action by Company or Subsidiary. Any action required or permitted to be taken by the Company or any Subsidiary will be evidenced by resolution of its board of directors, or by action of one or more members of the board (including a committee of the board) who are duly authorized to act for the board, or (except to the extent prohibited by applicable law or applicable rules of any stock exchange) by a duly authorized officer of such Company or Subsidiary. 3.12 Gender and Number. Where the context admits, words in any gender will include any other gender, words in the singular will include the plural and the plural will include the singular. 3.13 Limitation of Implied Rights. (a) Neither a Participant nor any other person will, by reason of participation in the Plan, acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Subsidiary, in their sole discretion, may set aside in anticipation of a liability under the Plan. A Participant will have only a contractual right to the Stock issued under the Plan, unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan will constitute a guarantee that the assets of the Company or any Subsidiary will be sufficient to pay any benefits to any person. (b) The Plan does not constitute a contract of employment, and selection as a Participant will not give any participating employee the right to be retained in the employ of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Except as otherwise provided in the Plan, no Option under the Plan will confer upon the holder thereof any rights as a shareholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights. 3.14 Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on such evidence considers pertinent and reliable, and signed, made or presented by the proper party or parties. 3.15 Leaves of Absence. Except as otherwise provided in any Option Agreement, a leave of absence approved by the Company (such approval may be conditioned upon, but not limited to, the reason for and duration of the leave) in accordance with the Company policies and procedures, and as required by law, will not be deemed a termination of employment for any purpose under this Plan. 3.16 Beneficiary of Option. Except as otherwise provided in a written beneficiary designation (in such form approved by the Committee) signed by the Participant and filed with the Committee prior to the death of the Participant, upon the death of a Participant, the beneficiary of any Option granted under this Plan will be the Participant's beneficiary or beneficiaries named under the terms of the basic life insurance program offered by the Company and in effect on the date of the Participant's death, including any and all provisions applicable under such basic life insurance program with respect to the beneficiary of a Participant who does not designate a beneficiary and a named beneficiary who predeceases the Participant. If the Participant is not a participant in any such basic life insurance program on the date of the Participant's death, and there is no written beneficiary designation signed by the Participant in effect, the Participant's beneficiary will be the Participant's estate. 3.17 Binding Effect. This Plan will be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon the Participant and his or her heirs, beneficiaries, and personal representatives. 3.18 Liability and Indemnification. (a) Neither the Company nor any Parent or Subsidiary will be responsible in any way for any action or omission of the Committee, or any other persons or fiduciaries in the performance of their duties and obligations as set forth in this Plan. Furthermore, neither the Company nor any Parent or Subsidiary will be responsible for any act or omission of any of their agents, or with respect to reliance upon advice of their counsel provided that the Company or the appropriate Parent or Subsidiary relied in good faith upon the action of such agent or the advice of such counsel. (b) Except for their own gross negligence or willful misconduct regarding the performance of the duties specifically assigned to them under, or their willful breach of the terms of, this Plan, the Company, each Parent and Subsidiary and the Committee will be held harmless by the Participant, former Participants, beneficiaries and their representatives against liability or losses occurring by reason of any act or omission. Neither the Company, any Parent or Subsidiary, the Committee, nor any agents, employees, officers, directors, or shareholders of any of them, nor any other person will have any liability or responsibility with respect to this Plan, except as expressly provided herein. 3.19 Governing Law. All issues relating to the validity, construction, and administration of this Plan will be governed by the laws of the State of Delaware. SECTION 4 CORPORATE TRANSACTIONS AND CHANGES IN CONTROL 4.1 Corporate Transactions. The Committee shall make such adjustments (if any) as it deems appropriate and equitable, in its discretion, to the following: (a) the aggregate number of shares of Stock available for issuance under Options under Section 3.3; (b) the number of shares of Stock covered by an outstanding Option; (c) the Exercise Price of an outstanding Option; (d) the maximum numbers of shares of Stock for which Options may be granted to any individual under Section 3.3; and (e) such other adjustments to outstanding Options as the Committee may determine to be appropriate and equitable; to reflect a stock dividend, stock split, reverse stock split, share combination, recapitalization, merger, consolidation, acquisition of property or shares, separation, spinoff, reorganization, stock rights offering, liquidation, Disaffiliation of a Subsidiary or similar event of or by the Company. Such adjustments may include, without limitation, (i) the cancellation of outstanding Options in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Options, (ii) the substitution of other property (including, without limitation, other securities) for the Stock covered by outstanding Options, and (iii) in connection with any Disaffiliation of a Subsidiary, arranging for the assumption, or replacement with new awards, of Options held by Participants employed by the affected Subsidiary, by the Subsidiary or an entity that controls the Subsidiary following the Disaffiliation. Notwithstanding the foregoing, each such adjustment with respect to an ISO will comply with the rules of Code Section 424(a), and, unless otherwise determined by the Committee, in no event will any adjustment be made which would render any ISO granted hereunder to be other than an incentive stock option under Code Section 422. The "Disaffiliation" of a Subsidiary means the Subsidiary's ceasing to be a Subsidiary for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary). 4.2 Vesting Upon Change in Control. Upon the occurrence of a Change in Control of the Company, all outstanding Options held by Participants who are in the employ of the Company on the date of such Change in Control will become fully vested and exercisable. 4.3 Change in Control. Except as otherwise defined in any Option Agreement, a "Change in Control" will be deemed to have occurred if any "Person," as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or "group," as such term is used in Section 13(d)(3) and 14(d)(2) of the Exchange Act, but excluding Excluded Entities, is or becomes a Beneficial Owner, directly or indirectly, of stock of the Company representing 50 percent or more of the total voting power of the Company's then outstanding securities entitled to vote in the election of directors, or 50 percent or more of the then-outstanding shares of Stock; provided, however, that any issuance of Stock made pursuant to the Company's Plan of Reorganization will not constitute a Change in Control. (a) For purposes of this Section, "Excluded Entities" means (i) any trustee or fiduciary holding securities under an employee benefit plan of the Company or a Subsidiary; (ii) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of the Company; (iii) the Company or any Subsidiary; and (iv) any Participant who, together with all Affiliates of the Participant, is or becomes the direct or indirect Beneficial Owner of the percentage of such securities set forth above. (b) For purposes of this Section, an "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlled by, controlling or under common control with such Person and "control" means the power to direct the management or policies of any Person, through the power to vote shares or other equity interests, by contract or otherwise. The term "Beneficial Owner" means a beneficial owner as defined in Rules 13d-3 and 13d-5 under the Exchange Act (or any successor rules), including (but not limited to) the provisions of such rules that a Person will be deemed to have beneficial ownership of all securities that such Person has a right to acquire within 60 days; provided that a Person will not be deemed a Beneficial Owner of, or to own beneficially, any securities if such Beneficial Ownership (i) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to, and in accordance with, the Exchange Act, and (ii) is not also then reportable on Schedule 13D or Schedule 13G (or any successor schedule) under the Exchange Act. SECTION 5 COMMITTEE 5.1 Administration. The authority to control and manage the operation and administration of the Plan will be vested in a committee (the "Committee") in accordance with this Section 5. The Committee will be selected by the Board and generally will consist of two or more members of the Board. If the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that otherwise would be the responsibility of the Committee. The Board may appoint such special committees as the Board determines necessary or desirable in accordance with the following provisions: (a) With respect to the grant of Options to persons who are or may become "covered employees", as such term is defined in Code Section 162(m), the Options will be granted by a Committee consisting only of two or more outside directors. For purposes of this Section 5.1(a), a director will be treated as an "outside director" if the director (i) is not a current employee of the Company or its affiliates; (ii) is not a former employee of the Company or its affiliates who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year; (iii) has not been an officer of the Company or its affiliates; and (iv) does not receive remuneration, either directly or indirectly, in any capacity other than as a director. To the extent that Code Section 162(m) or the regulations issued thereunder is amended to provide for Committee requirements different than those described above, this section will be deemed to reflect the requirements of such amended Code Section or regulations. (b) With respect to the grant of Options for which the exemption from Section 16(b) of the Exchange Act provided by Rule 16b-3 is desired, the Option will be granted by a Committee consisting of (i) only "non-employee directors" or (ii) the full board of directors. Alternatively, the Option may be granted by a Committee consisting of persons who are not non-employee directors; provided that the Option is approved by the full Board. 5.2 Powers of Committee. The Committee's administration of the Plan will be subject to the following: (a) Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from among the Eligible Persons those persons who will receive Options, to determine the time or times of Option grants, to determine the types of Options, and the number of shares covered by the Options, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such Options, to accelerate vesting of Options, and (subject to the restrictions imposed by Section 7) to cancel or suspend the grant of Options. (b) To the extent that the Committee determines that the restrictions imposed by the Plan preclude the achievement of the material purposes of the Options in jurisdictions outside the United States, the Committee will have the authority and discretion to modify those restrictions as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States. (c) The Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any Option Agreement made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. (d) Any interpretation of the Plan by the Committee and any decision made by it under the Plan will be final and binding on all persons. (e) In controlling and managing the operation and administration of the Plan, the Committee will take action in a manner that conforms to the articles and by-laws of the Company, and applicable state corporate law. 5.3 Delegation by Committee. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. 5.4 Information to be Furnished to Committee. The Company and Subsidiaries will furnish the Committee with such data and information as it determines may be required for it to discharge its duties. The records of the Company and Subsidiaries with respect to an employee's or Participant's employment, termination of employment, leave of absence, reemployment and compensation will be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan. SECTION 6 AMENDMENT AND TERMINATION The Board may, at any time, amend or terminate the Plan, provided that no amendment or termination may, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), materially adversely affect the rights of any Participant or beneficiary under any Option granted under the Plan prior to the date such amendment is adopted by the Board. An amendment that increases the number of shares of Stock available under the Plan or which changes the class of Eligible Employees under the Plan will require approval by the Company's stockholders. SECTION 7 DEFINED TERMS In addition to the other definitions contained herein, the following definitions will apply: (a) Board. The term "Board" will mean the Board of Directors of the Company. (b) Cause. Unless otherwise defined in the Option Agreement, the term "Cause" will mean: (i) a Participant's willful or gross negligence, in the performance of his or her duties for the Company or any Parent or Subsidiary, after prior written notice of such negligence and the continuance thereof for a period of 10 days after receipt by such Participant of such notice; (ii) a Participant's willful or gross misconduct in the performance of his or her duties for the Company or any Parent or Subsidiary; (iii) a Participant's intentional or habitual neglect of his or her duties for the Company or any Parent or Subsidiary after prior written notice of such neglect; or (iv) a Participant's theft or misappropriation of funds or property of the Company or any Parent or Subsidiary, or the commission of a felony. (c) Code. The term "Code" means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code will include reference to any successor provision of the Code. (d) Company. The term "Company" means ICG Communications, Inc., and any successor thereto. (e) Disabled or Disability. Unless otherwise provided by the Committee, a Participant will be considered to be "Disabled" or to have a "Disability" during the period in which the Participant is unable, by reason of a medically determinable physical or mental impairment, to engage in any substantial gainful activity, which condition, in the opinion of a physician selected by the Committee, is expected to have a duration of not less than twelve months, as determined under Code Section 22(e)(3). (f) Effective Date. The term "Effective Date" means January 1, 2002. (g) Eligible Person. The term "Eligible Person" means any employee of the Company or any Parent or Subsidiary. (h) Exercise Period. The term "Exercise Period" means that period, as established by the Committee, during which an Option may be exercised, to the extent vested. (i) Exercise Price. The term "Exercise Price" means that price at which an Option may be exercised. (j) Fair Market Value. The term "Fair Market Value" will mean the last reported sale price for the Stock on a Trading Day (during normal business hours) or, in the event no such reported sale occurs on such Trading Day, the average of the closing bid and asked prices for the Stock on such Trading Date (during normal business hours), in either case on the principal securities exchange on which the Stock is listed or admitted to trading. If the Stock is not listed or admitted to trading on any securities exchange, but is traded in the over-the-counter market, Fair Market Value will mean the closing sale price of the Stock or, if no sale is publicly reported, the average of the closing bid and asked quotations for the Stock as reported by the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or any comparable system (during normal business hours). If the Stock is not listed on NASDAQ or a comparable system, Fair Market Value will mean the closing sale price of the Stock or, if no sale is publicly reported, the average of the closing bid and asked prices, as furnished by two members of the National Association of Securities Dealers, Inc. who make a market in the Stock, as selected from time to time by the Company for that purpose. A Trading Day will mean, if the Stock is listed on any securities exchange, a business day on which such exchange was open for trading and at least one trade of Stock was effected on such exchange on such business day, or, if the Stock is not listed on any national securities exchange but is traded in the over-the-counter market, a business day on which the over-the-counter market was open for trading and at least one "eligible dealer" quoted both a bid and asked price for the Stock. In the event the Stock is not publicly traded, the Fair Market Value of the Stock will be determined in good faith by the Committee. (k) Grant Date. The term "Grant Date" means the date, as determined by the Committee, as of which an Option is granted to an Eligible Person. (l) ISO. The term "ISO" means an Option that is intended to satisfy the requirements applicable to an "incentive stock option" described in Code Section 422(b). (m) NSO. The term "NSO" means an Option that is not intended to be an "incentive stock option" as that term is described in Code Section 422(b). (n) Option. The term "Option" means a right to purchase shares of Stock at an Exercise Price established by the Committee. (o) Option Agreement. The term "Option Agreement" means the written document, in such form as is determined by the Committee, which reflects the terms and conditions of an Option granted to a Participant. (p) Parent. The term "Parent" means any company during any period in which it is a "parent corporation" (as that term is defined in Code Section 424(e)) with respect to the Company. (q) Participant. The term "Participant" means any Eligible Person who is selected by the Committed to be granted an Option. (r) Plan. The term "Plan" means this Year 2002 Stock Option Plan, as it may be amended. (s) Stock. The term "Stock" means shares of common stock of the Company. (t) Subsidiary. The term "Subsidiary" means any company during any period in which it is a "subsidiary corporation" (as that term is defined in Code Section 424(f)) with respect to the Company. EXHIBIT A The initial grants of Options under this Plan will be granted effective on the date the Company's Plan of Reorganization becomes effective. The Exercise Price for these initial grants of Options will be the Fair Market Value of the Stock as of the date of grant. The initial grant of Options shall be in the following percentages of the total number of shares of Stock available for grant under this Plan: Executive % of Total Plan o Randall E. Curran, Chief Executive Officer: 0.0% o Richard E. Fish, Jr., Executive Vice President and Chief Financial Officer: 4.3% o Michael D. Kallet, Executive Vice President - Products and Strategic Development: 8.3% o Bernard L. Zuroff, Executive Vice President, General Counsel and Secretary: 3.6% o Robert Athey, Senior Vice President, Sales: 2.37% o Robert Beaty, Senior Vice President, Sales: 2.37% o Jack Campbell, Senior Vice President and General Manager, NikoNet: 2.37% o Brian Cato, Senior Vice President, Customer Care: 2.37% o Darlinda J. Coe, Senior Vice President, Network Services Support: 2.37% o John V. Colgan, Senior Vice President, Financial Planning/Corporate Controller: 2.37% o Evelyn Goodger, Vice President, Vendor Relations: 2.37% o Kimberly Gordon, Senior Vice President, Marketing: 2.37% o Corey L. Grobe, Vice President, Nation Field Operations: 2.37% o Michael Harry, Vice President, Provisioning: 2.37% o LeCharles P. Keesee, II, Senior Vice President, Business and Government Affairs: 2.37% o Christopher P. Kunkel, Senior Vice President, Finance Operations - Network Services: 2.37% o Gayle Landis, Senior Vice President, People Services: 2.37% o Gary F. Lindgren, Senior Vice President, Engineering: 2.37% o Dennis J. Martin, Senior Vice President, Corporate Planning and Treasurer: 2.37% o Terry J. Mobley, Vice President, Network Services Support: 2.37% o James P. O'Brien, Vice President, Network Operations Center: 2.37% o James F. Smith, Senior Vice President, Information Technology: 2.37% o Robert S. Albery, Vice President and Assistant General Counsel: 1.39% o Maury L. Cuje, Vice President and Assistant General Counsel: 1.39% o Peter Dignam, Vice President, Sales - Corporate Services: 1.39% o JoAnne Drexler, Vice President - Receivables Operations: 1.39% o James A. Hart, Chief Architect: 1.39% o Dean A. Siegrist, Vice President, Infrastructure Deployment: 1.39% o Brian Timmons, Vice President, Sales - National Accounts: 1.39% o Marlene S. Williams, Vice President, Accounting Operations: 1.39% The initial grants of Options will become 33.3% vested on the first anniversary of the Grant Date, and vested as to an additional 33.3% on the second anniversary of the Grant Date and an additional 33.4% on the third anniversary of the Grant Date, provided that the Participant is employed by the Company or a Subsidiary on each such vesting date. The number of shares of Stock subject to Options to be issued under this Plan and the number of the individual shares issued in the initial grant listed above will increase on a pro rata basis to the extent that more than eleven million (11,000,000) New Common Shares (as defined in the Company's Plan of Reorganization) are issued in connection with the Plan of Reorganization, such that Participants will own (through the purchase of stock under Options granted under this Plan) 10%of the Reorganized Company (as defined in the Company's Plan of Reorganization), on a fully-diluted basis after giving effect to all warrants, options or other securities convertible into New Common Shares of the Company issued pursuant to the Plan of Reorganization. PLAN EXHIBIT D TERMSHEET FOR NEW HOLDINGS CREDITOR WARRANTS PLAN EXHIBIT D -------------------------------------------- Issuer ICG Communications ("ICG") Amount The warrants are to purchase 800,000 additional New Common Shares (approximately 10 percent (10%) of the aggregate amount of the New Common Shares to be issued and outstanding on the Effective Date), subject to customary anti-dilution provisions.Term Maturity The warrants will exercisable any time up to 5 years from issuance Price Exercise price of the warrants will be $20.00 per New Common Share Distribution If Class H-4 accepts the Plan, holders of Allowed Claims in Class H-4 will receive their Pro Rata share of the New Holdings Creditor Warrants as soon as practicable following the Effective Date of the Plan. If Class H-4 does not accept the Plan, the New Hold ings Creditor Warrants shall not be issued. PLAN EXHIBIT E TERM SHEET FOR NEW SECURED NOTES -------------------------------- Summary of Term Sheet for New Secured Notes ("Senior Facility") --------------------------------------------------------------- Summary of Principal Terms -------------------------- Borrower: ICG Communications, Inc. Guarantors: All present and future subsidiaries  Lenders: Lenders under Existing Credit Agreement dated as of August 12, 1999, as amended (the "Existing Credit Agreement") Administrative and Collateral Agent: Royal Bank of Canada Documentation Agent: First Union National Bank (together with the Administrative Agent and the Collateral Agent, the "Agents") Amount: Equal to amount outstanding under existing credit agreement on effective date ($84,573,943.83, being the "Original Principal Amount") less $25,000,000 paid as set forth below at Closing ($59,573,943.83, being the "Initial Principal Amount") Final Maturity: Three years from the Closing Date Scheduled Amortization: Payable as set forth below, each year in four equal installments, commencing on the 90th day after the Closing and payable every 90 days thereafter: As more fully set forth on the Bank Debt Amortization Schedules attached hereto, during each of the three years (each year ending on the anniversary of the Closing), $25,000,000 in cash paid at Closing, 10% of the Initial Principal Amount in year two (provided that in the event that the Borrower does not prepay $7.2 million of the Senior Facility from the sale of Identified Assets (defined below) by the first anniversary of the Closing Date, the Borrower shall pay an additional $1.5 million over the 10% amortization scheduled for year two which shall be paid ratably over year two), and 15% of the Initial Principal Amount in year three, with the balance payable at Final Maturity. Optional Prepayment: The Borrower may prepay, in full or in part, the Senior Facilities without penalty; provided, however, that each partial prepayment shall be in an amount of $500,000 or an integral multiple of $500,000 in excess thereof. Mandatory Prepayment: (a) 100% of net cash proceeds from the sale of the assets listed on Schedule I attached hereto (the "Identified Assets") up to a maximum amount of $7.2 million, which shall be applied to prepay the Senior Facility in inverse order of maturity (b)100% of net cash proceeds from the sale of other assets of the Borrower and its subsidiaries (excluding sales of services in the ordinary course of business but including any non-ordinary course IRUs), 50% of such proceeds to be applied to prepay the Senior Facility in inverse order of maturity, and 50% of such proceeds to be applied ratably over the scheduled amortization payments, (c) 100% of net cash proceeds of Extraordinary Receipts(1) (to be defined in the loan documentation and to exclude cash receipts in the ordinary course of business but to include any sale of receivables) which shall be applied to prepay the Senior Facility in inverse order of maturity, (d) 100% of net proceeds from the issuance of additional debt (other than Subordinated Debt, as defined below) permitted under the loan documentation, which shall be applied to prepay the Senior Facility in inverse order of maturity, (e) 50% of net cash proceeds from the issuance of Subordinated Debt in excess of $65 million or equity (plus the Subordinated Cerberus Notes, as defined below), which shall be applied to prepay the Senior Facility in inverse order of maturity. For purposes hereof "Subordinated Debt" shall mean any debt of the Borrower that (i) is unsecured (ii) is subordinated in all respects to the obligations of the Borrower under the Senior Facility, (iii) has no principal payments scheduled or otherwise payable prior to the maturity of the Senior Facility, (iv) requires the consent of the Required Lenders for any cash payments of interest and (v) otherwise contains terms and conditions satisfactory to the Required Lenders. For purposes hereof, non-ordinary course IRUs shall include IRUs for a term in excess of 10 years for which 75% or more of the aggregate dollar amount of lease payments are to be paid within the first 35% of such lease term. --------------------- (1) This would include items such as tax refunds, indemnity payments, pension reversions and certain insurance proceeds that are probably not covered as "asset sale" proceeds.  Interest: Payable at the Applicable Margin above Royal Bank of Canada's Base Rate (360 day basis) or, at the Borrower's option, Royal Bank of Canada's Eurodollar Rate (adjusted for reserves). Interest based on the Base Rate shall be payable monthly in arrears. Interest based on the Eurodollar Rate shall be payable in arrears at the earlier of the end of the applicable interest period and quarterly. Eurodollar Rate borrowings shall be available for 1, 2, 3 or 6 month interest periods.(2) Royal Bank of Canada's "Base Rate" is a fluctuating interest rate equal to the highest from time to time of (i) the rate of interest announced publicly by Royal Bank of Canada in New York as its base or prime rate and (ii) a rate equal to 1/2 of 1% per annum above the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is not a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized national standing selected by it. The "Applicable Margin" means 4.75% per annum for Base Rate borrowings and 6% per annum for Eurodollar Rate borrowings. The Applicable Margin will be reduced as set forth in the grid below (so long as no Default or Event of Default has occurred and is continuing at such time): -------------------------------------------------------------------------------- Cumulative Prepayment of Senior Applicable Rate Facility (excluding the $25,000,000 Base+ LIBOR+ payment at Closing ($ in Millions) -------------------------------------------------------------------------------- $0 - $ 9,999,999 475 bps 600 bps $10,000,000 - $14,999,999 425 bps 550 bps $15,000,000 - $19,999,999 375 bps 500 bps $20,000,000 - $24,999,999 325 bps 450 bps $25,000,000 - $29,999,999 275 bps 400 bps $30,000,000 225 bps 350 bps -------------------------------------------------------------------------------- --------------------- (2) The Base Rate definition should be conformed to any alternative formulation customarily used by the lead Lender. As used in the above chart, the term "Cumulative Prepayment of the Senior Facility" means the aggregate of all payments in excess of scheduled amortization payments to the extent applied to prepay principal outstanding under the Senior Facility in inverse order of maturity (excluding for all purposes the $25,000,000 payment at Closing). During the continuance of any default under the loan documentation, the Applicable Margin shall increase by 2% per annum. Annual Agency Fee: $100,000 in year one, such fee to be payable on the Closing Date; $75,000 in year two, such fee to be payable on the first anniversary of the Closing Date; and $75,000 in year three, such fee to be payable on the second anniversary of the Closing Date. Documentation Agent Fee: $150,000 one-time fee payable on the Closing Date Security: First priority lien on all unencumbered present and future property of the Borrower and the Borrower's present and future subsidiaries, including without limitation owned stock, real estate, leaseholds, fixtures, accounts, license rights and spectrum, patents, trademarks, tradenames, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, cash, bank accounts, tax refunds, documents, instruments, general intangibles, inventory, equipment, vehicles and other goods; second priority lien on all encumbered property. Facility Fees: 2.5% of the Initial Principal Amount payable in cash at Closing. Conditions Precedent: Those customarily found in credit agreements for similar financings and others appropriate in the judgment of the Administrative Agent for this transaction, including, without limitation, the following: (a) All documentation relating to the Transaction shall be in form and substance satisfactory to the Lenders, including a credit agreement incorporating substantially the terms and conditions outlined herein, shall be in form and substance satisfactory to the Lenders. (b) All governmental and third party consents and approvals necessary in connection with the Senior Facility shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect; all applicable waiting periods shall have expired without any action being taken by any competent authority; and no law or regulation shall be applicable in the judgment of the Lenders that restrains, prevents or imposes materially adverse conditions upon the Senior Facilities. (c) The Lenders shall have received (i) satisfactory opinions of counsel to the Borrower, of counsel to the Administrative Agent and of local counsel to the Lenders as to the transactions contemplated hereby and (ii) such corporate resolutions, certificates and other documents as the Lenders shall reasonably request. (d) All reasonable accrued fees and expenses of the Agents and the Lenders (including the fees and expenses of counsel and other advisors to the Agents and local counsel to the Lenders) shall have been paid. (e) The Company shall have received not less than $65 million net cash proceeds, less applicable fees and expenses incurred in the issuance of the securities, from the sale of not less than $25 million in secured Subordinated Debt (the "Subordinated Cerberus Notes") and not less than $40 million in unsecured Subordinated Debt (the "Subordinated PIK Notes") which shall be evidenced by definitive documentation which shall be in form and substance satisfactory to the Agent. (f) Subordination Agreements with respect to any Indebtedness relating to the Subordinated Cerberus Notes and Subordinated PIK Notes and collateral arrangements in form and substance acceptable to the Agent with terms and conditions as set forth in Exhibit B. (g) Entry of a final order confirming a plan of reorganization which is in form and substance satisfactory to the Agent (the "Plan"). (h) Occurrence of the Effective Date of the Plan in accordance with its terms (such terms not to be modified without the consent of the Agent). (i) the Debtors shall have paid in full all accrued and unpaid interest and fees (including, without limitation, all fees and expenses of attorneys, accountants and financial advisors) of the Lenders and the Agent under the Existing Credit Agreement. Representations and Warranties: Those customarily found in credit agreements for similar financings and others appropriate in the judgment of the Administrative Agent for this transaction Covenants: Those negative, affirmative and financial covenants customarily found in credit agreements for similar financings (applicable to the Borrower and its subsidiaries) and others appropriate in the judgment of the Administrative Agent for this transaction, including, without limitation, the following: (a) Affirmative Covenants - (i) Compliance with laws and regulations (including, without limitation, ERISA and environmental laws); (ii) payment of taxes and other obligations; (iii) maintenance of appropriate and adequate insurance; (iv) preservation of corporate existence, rights (charter and statutory), franchises, permits, licenses and approvals; (v) preparation of environmental reports; (vi) visitation and inspection rights; (vii) keeping of proper books in accordance with generally accepted accounting principles; (viii) maintenance of properties; (ix) maintenance of a cash collateral account with First Union National Bank or another bank acceptable to the Administrative Agent and of lockbox and blocked accounts, in each case on terms satisfactory to the Lenders; (x) performance of leases, related documents and other material agreements; (xi) conducting transactions with affiliates on terms equivalent to those obtainable on an arm's-length basis; (xii) further assistances as to perfection and priority of security interests; (xiii) grant of security on additional property and assets upon the occurrence of an Event of Default; (xiv) customary financial and other reporting requirements (including, without limitation, audited annual financial statements and monthly and quarterly unaudited financial statements, in each case prepared on a consolidated and a consolidating basis, notices of defaults, compliance certificates, annual business plans and forecasts, reports to shareholders and other creditors, periodic status reports on the sale of Identified Assets and other business and financial information as any Lender shall reasonably request); and (xv) Borrower will use its best efforts to sell the Identified Assets as soon as reasonably practicable. (b) Negative Covenants - Restrictions on (i) liens (other than liens securing the Senior Facilities, liens securing the Subordinated Cerberus Notes and liens specified as in existence on the effective date of the Plan (as described in the Disclosure Statement dated April 3, 2002 which is annexed hereto)); (ii) debt, guaranties or other contingent obligations (including, without limitation, the subordination of all intercompany indebtedness on terms satisfactory to the Lenders) other than: (w) debt existing on the effective date of the Plan (as described in the Disclosure Statement dated as of April 3, 2002 which is annexed hereto); (x) capital lease and purchase money indebtedness, not to exceed $10 million, (y) the Subordinated Cerberus Notes and the Subordinated PIK Notes and (iii) mergers and consolidations (other than the Restructuring Transactions set forth in the Plan); (iv) sales, transfers and other dispositions of assets (other than sales of service in the ordinary course of business, excluding the sale of receivables); (v) loans, acquisitions, joint ventures and other investments; (vi) dividends and other distributions to stockholders; (vii) creating new subsidiaries; (viii) becoming a general partner in any partnership; (ix) repurchasing shares of capital stock; (x) prepaying, redeeming or repurchasing debt; (xii) granting negative pledges other than to the Administrative Agent and the Lenders; (xiii) changing the nature of its business; (xiv) amending organizational documents, or amending or otherwise modifying any debt, any related document or any other material agreement; and (xv) changing accounting policies or reporting practices; in each of the foregoing cases, with such exceptions as may be agreed upon in the loan documentation. (c) Financial Covenants - Minimum EBITDA (see attached Exhibit A) and minimum cash balance (see attached Exhibit A), each of the foregoing to be based upon the Borrower's business plan. All of the financial covenants will be calculated on a consolidated basis and for each consecutive four fiscal quarter period occurring prior to the Final Maturity, except that during the first year following the Closing Date such measurements shall be made for the period of times since the Closing Date. (d) Capital Expenditure Covenants - (i) Capital expenditures cannot exceed 100% of Borrower's business plan in the aggregate, less any amounts permitted under the capital lease basket referred to in (b)(ii)(y) above. Capital expenditures will be calculated on a consolidated basis and for each consecutive four fiscal quarter period occurring prior to the Final Maturity, except that during the first year following the Closing Date such measurements shall be made for the period of time since the Closing Date. (ii) For all point to point broadband capital expenditures in years 2002, 2003, and 2004, the Chief Financial Officer of the Borrower shall provide a certificate to the Lenders on a quarterly basis reporting: the amount of actual aggregate point to point capital expenditures for the immediately preceding quarter compared to planned capital expenditures for that quarter, and the amount of point to point capital expenditure projects authorized during the immediately preceding quarter specifying for such projects the aggregate projected quarterly cash flows, internal rate of return and payback periods. The Borrower shall deliver with such certificate the computations supporting the certification. Events of Default: Those customarily found in credit agreements for similar financings and appropriate in the judgment of the Administrative Agent for this transaction.  Expenses: The Borrower shall pay all of the reasonable out-of-pocket expenses incurred by the Agents (including the fees and expenses of counsel to the Agents), as well as all expenses of the Agents in connection with the administration of the loan documentation. The Borrower shall also pay the expenses of the Lenders in connection with the enforcement of any of the loan documentation. The Administrative Agent shall have the right to obtain a field audit from a third party on an annual basis with the cost thereof to be borne by the Borrower. Indemnity: Standard provisions for similar credit agreements. Required Lenders: 51% Assignments and Participations: Without the consent of the Administrative Agent, assignments must be either (i) in the minimum amount of $2,000,000 or (ii) the entire amount of any Lender's pro rata share of the Senior Facility. No participation shall include voting rights, other than for reductions or postponements of amounts payable or releases of all or substantially all of the collateral; provided, that no assignments or participations may be made to any Person owning at such time any of the capital shares of the Company without the consent of the Required Lenders. Miscellaneous: Standard yield protection (including compliance with risk-based capital guidelines, increased costs, payments free and clear of withholding taxes and interest period breakage indemnities), eurodollar illegality and similar provisions. Closing: Not earlier than the entry of a final order confirming a plan and not later than the effective date of the Plan. Governing Law: New York Counsel to the Administrative Agent: Shearman & Sterling EXHIBIT A EBITDA and Minimum Cash Balance Covenants So long as any advance or any other obligation of any Loan Party under any Senior Facility loan document shall remain unpaid, or any Lender shall have any commitment under any Senior Facility loan document, the Borrower will: (a) Minimum EBITDA: At the end of each fiscal quarter set forth below, maintain consolidated EBITDA for each consecutive four fiscal quarter period (except that during the first year following the Closing Date such measurements shall be made for the period of time since the Closing Date) of the Borrower of not less than the amount set forth below for each period set forth below: Fiscal Quarter Ending Amount --------------------- June 30, 2002 $15,540,000 September 30, 2002 $30,901,000 December 31, 2002 $46,351,000 March 31, 2003 $63,854,000 June 30, 2003 $67,251,000 September 30, 2003 $70,649,000 December 31, 2003 $74,046,000 March 31, 2004 $79,586,000 June 30, 2004 $85,428,000 September 30, 2004 $91,269,000 December 31, 2004 $97,111,000 March 31, 2005 $109,708,000 As used herein "EBITDA" means, with respect to any person for any period, the sum of the following, determined on a consolidated basis without duplication, in accordance with GAAP: (a) net income (or net loss) of such person and its subsidiaries for such period plus (b) the sum of the following (in each case, to the extent deducted in determining net income) (i) income and franchise tax expenses of such person and its subsidiaries, (ii) interest expense of such person and its subsidiaries, (iii) amortization, depreciation and other non-cash charges and (iv) any non-recurring extraordinary losses, less (c) interest income of such person and its subsidiaries and any non-recurring extraordinary gains. (b) Minimum Cash Balance. Maintain at all times a minimum cash balance of an amount equal to (i) 75% of the outstanding principal amount of the Senior Facility for the period from the Closing Date until the first anniversary of the Closing Date and (ii) at all times thereafter, an amount equal to 50% of the outstanding principal amount of the Senior Facility. EXHIBIT B TERMS OF SUBORDINATION 1. The obligations of the holders under, and in respect of, any Subordinated Debt, the Subordinated Cerberus Notes and the Subordinated PIK Notes (all such obligations being referred to herein as the "Subordinated Obligations") shall, to the extent and in the manner set forth in this Exhibit B, be subordinated in right of payment to the prior payment in full, in cash or cash equivalents, of all obligations of the Borrower and the Guarantors (collectively, the "Loan Parties") under, and in respect of, the Senior Facility loan documents (the "Loan Documents"), all such obligations being referred to herein as the "Senior Indebtedness". 2. (a) During the continuance of any Event of Default (as defined in the credit agreement governing the Senior Indebtedness), with respect to any Senior Indebtedness pursuant to which the maturity thereof may be accelerated, upon receipt by the Borrower (with a copy to the agent for the holders of the Subordinated Obligations) of written notice from a representative for the holders of such Senior Indebtedness (or the holders of at least a majority in principal amount of such Senior Indebtedness then outstanding), no payment of the Subordinated Obligations hereunder may be made by or on behalf of any Loan Party for a period (a "Payment Blockage Period") commencing on the date of receipt of such notice and ending 179 days thereafter (unless, in each case, such Payment Blockage Period shall be terminated by written notice to any Loan Party from such representatives for such holders or by payment in full in cash or cash equivalents of such Senior Indebtedness or such event of default has been cured or waived). Not more than one Payment Blockage Period may be commenced with respect to the Subordinated Obligations during any period of 360 consecutive days. Notwithstanding anything in this Exhibit to the contrary, there must be 180 consecutive days in any 360-day period in which no Payment Blockage Period is in effect. No event of default that existed or was continuing (it being acknowledged that any subsequent action that would give rise to an event of default pursuant to any provision under which an event of default previously existed or was continuing shall constitute a new event of default for this purpose) on the date of the commencement of any Payment Blockage Period with respect to the Senior Indebtedness initiating such Payment Blockage Period shall be, or shall be made, the basis for the commencement of a second Payment Blockage Period by the representative for, or the holders of, such Senior Indebtedness, whether or not within a period of 360 consecutive days, unless such event of default shall have been cured or waived for a period of not less than 90 consecutive days. (b) Notwithstanding any provision to the contrary in the documentation setting forth the terms of the Subordinated Obligations, except for scheduled interest payments that are not subject to a payment blockage pursuant to paragraph 2(a) hereof, no payment (including mandatory prepayments) in respect of the Subordinated Obligations may be made by any Loan Party to the holders of the Subordinated Obligations unless and until the holders of the Senior Obligations shall have been paid in full in cash, and any such payment received by any holder of the Subordinated Obligations shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of such respective amount of Senior Indebtedness held by such holders) or their respective representatives, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness 3. (a) Upon any payment or distribution of assets of any Loan Party of any kind or character, whether in cash, property or securities, in connection with any dissolution or winding up or total or partial liquidation or reorganization of any Loan Party, whether voluntary or involuntary, or in bankruptcy, insolvency, receivership or other proceedings or other marshalling of assets for the benefit of creditors, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full, in cash or cash equivalents, before the holders of the Subordinated Obligations shall be entitled to receive any payment by (or on behalf of) such Loan Party on account of its Subordinated Obligations, or to acquire any of the Subordinated Obligations or any distribution by such Loan Party with respect to the Subordinated Obligations, in each case of any cash, property or securities of such Loan Party (except that the holders of Subordinated Obligations may receive and retain junior securities from a previously established defeasance trust). Any such payment or distribution by (or on behalf of) such Loan Party on account of its Subordinated Obligations in connection with any such dissolution, winding up, liquidation or reorganization to which the holders of the Subordinated Obligations would be entitled, but for these subordination provisions, shall be made by such Loan Party or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution or by the holders of the Subordinated Obligations if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their representatives as their respective interests appear, to the extent necessary to pay all such Senior Indebtedness in full, in cash or cash equivalents after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (b) To the extent any payment of Senior Indebtedness by (or on behalf of) any Loan Party, including as proceeds of security or enforcement of any right of setoff, is set aside or required to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person under any bankruptcy, insolvency, receivership, fraudulent conveyance or similar law, then the Senior Indebtedness or part thereof originally intended to be satisfied by such payment shall be deemed to be reinstated and outstanding as if such payment had not occurred. (c) No holder of any Subordinated Obligations nor any agent therefor shall commence, prosecute or participate in any action, suit or proceeding seeking to challenge the validity, enforceability, amount or priority of any Senior Indebtedness or any liens securing any Senior Indebtedness, unless agreed to in writing by the Collateral Agent or otherwise required by applicable law or judicial order. (d) In the event that, notwithstanding the foregoing provision prohibiting such payment or distribution, any payment or distribution of assets of any Loan Party of any kind or character, whether in cash, property or securities, shall be received by any holder of Subordinated Obligations at a time when such payment or distribution is prohibited by paragraph 3(a) hereof and before all Senior Indebtedness is paid in full, in cash or cash equivalents, such payment or distribution shall be received and held in trust for the benefit of, and shall be paid over or delivered to, the holders of Senior Indebtedness (pro rata to such holders on the basis of such respective amount of Senior Indebtedness held by such holders) or their respective representatives, as their respective interests appear, for application to the payment of Senior Indebtedness remaining unpaid until all such Senior Indebtedness has been paid in full, in cash or cash equivalents, after giving effect to any concurrent payment, distribution or provision therefor to or for the holders of such Senior Indebtedness. (e) For purposes of this paragraph 3, the words "cash, property or securities" shall not be deemed to include, so long as the effect of this clause is not to cause the Subordinated Obligations to be treated in any case or proceeding or similar event described in this paragraph 3 as part of the same class of claims as the Senior Indebtedness or any class of claims pari passu with, or senior to, the Senior Indebtedness for any payment or distribution, securities of any Loan Party or any other corporation provided for by a plan of reorganization or readjustment that are subordinated, at least to the extent that the Subordinated Obligations are subordinated, to the payment of all Senior Indebtedness then outstanding; provided that (1) if a new corporation results from such reorganization or readjustment, such corporation assumes the Senior Indebtedness and (2) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. 4. (a) Upon the payment in full of all Senior Indebtedness in cash or cash equivalents, the holders of the Subordinated Obligations shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Loan Parties made on such Senior Indebtedness until the principal of, premium, if any, and interest on the Subordinated Obligations shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the holders of the Subordinated Obligations would be entitled except for these subordination provisions, and no payment pursuant to these subordination provisions to the holders of Senior Indebtedness by holders of the Subordinated Obligations shall, as between the Loan Parties, their creditors other than holders of Senior Indebtedness, and the holders of the Subordinated Obligations, be deemed to be a payment by the Loan Parties to or on account of the Senior Indebtedness. It is understood that these subordination provisions are intended solely for the purpose of defining the relative rights of the holders of the Subordinated Obligations, on the one hand, and the holders of the Senior Indebtedness, on the other hand. (b) If any payment or distribution to which the holders of the Subordinated Obligations would otherwise have been entitled but for the provisions of this Exhibit B shall have been applied, pursuant to the provisions of this Exhibit B to the payment of all amounts payable under Senior Indebtedness, then, and in such case, the holders of the Subordinated Obligations shall be entitled to receive from the holders of such Senior Indebtedness any payments or distributions received by such holders of Senior Indebtedness in excess of the amount required to make payment in full, in cash or cash equivalents, of such Senior Indebtedness. 5. (a) Nothing contained in these subordination provisions is intended to or shall impair, as among the Loan Parties and the holders of the Subordinated Obligations, the obligation of the Loan Parties, which is absolute and unconditional, to pay to the holders of the Subordinated Obligations the Subordinated Obligations as and when the same shall become due and payable in accordance with the terms thereof, or is intended to or shall affect the relative rights of the holders of the Subordinated Obligations and creditors of the Loan Parties other than the holders of the Senior Indebtedness, nor shall anything herein prevent the holders of the Subordinated Obligations from exercising all remedies otherwise permitted by applicable law upon default, subject in each case to the rights, if any, of the holders of the Senior Indebtedness set forth herein. (b) The holders of the Subordinated Obligations will not exercise any claim, remedy or right that they may now have or hereafter acquire against any Loan Party that arises under, out of or in connection with the Subordinated Obligations, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Senior Indebtedness shall have been paid in full in cash (or, in the case of letters of credit, collateralized in full and in cash); provided, however, that notwithstanding the foregoing, (i) the holders of the Subordinated Obligations may (A) ask or make demand in respect of payments permitted to be received by paragraph 2(a) of this Exhibit, (B) exercise any and all of their rights and remedies in respect of conversion to equity of any Subordinated Obligations, and (C) sell, assign or otherwise transfer any and all of the Subordinated Obligations and their rights relating thereto, subject to the provisions of this Exhibit, and (ii) if an event of default with respect to the Subordinated Obligations shall have occurred and be continuing, the holders of the Subordinated Obligations may (i) accelerate any or all of the Subordinated Obligations, (ii) file and prosecute a lawsuit to collect, or otherwise enforce, subject to the provisions of this Exhibit, any and all of the rights in respect of, the Subordinated Obligations, (iii) commence, or join with any other creditor in commencing, any proceeding referred to in paragraph 3(a) of this Exhibit against the Borrower or any Loan Party, and (iv) exercise the rights of such holders in any proceeding referred to in paragraph 3(a) of this Exhibit, subject to the terms of this Exhibit B, and (v) realize upon and exercise any and all remedies in respect of any assets securing the Subordinated Cerberus Notes following, in the case of any assets of the Loan Parties upon which the Collateral Agent has a valid, perfected and enforceable lien, (A) written notice to the agent for the holders of the Senior Obligations, and (B) the expiration of 180 days, unless prior to the end of such 180-day period, the Collateral Agent shall have commenced and be pursuing enforcement of its liens on such assets in a commercially reasonable manner (it being recognized that the agent shall have no duties or obligations to the holders of the Subordinated Cerberus Notes in so doing, other than as expressly set forth in a collateral agency agreement, containing customary terms, to be entered into among the parties). 6. Upon any payment or distribution of assets or securities referred to in this Exhibit B, the holders of the Subordinated Obligations shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which bankruptcy, dissolution, winding up, liquidation or reorganization proceedings are pending, or upon a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other similar Person making such payment or distribution, delivered to the holders of the Subordinated Obligations for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other Indebtedness of the Loan Parties, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to these subordination provisions. 7. The failure to make a payment on account of principal of, premium, if any, or interest on the Subordinated Obligations by reason of any provision of these subordination provisions will not be construed as preventing the occurrence of an Event of Default under such Subordinated Obligations. 8. The holders of Senior Indebtedness (or any portion of them) may, with respect to the Senior Indebtedness and any and all collateral therefor and guaranties thereof, at any time and from time to time, without the consent of or notice to the holders of the Subordinated Obligations, without incurring responsibility to the holders of the Subordinated Obligations and without impairing or releasing the subordination provisions or the obligations hereunder of the holders of the Subordinated Obligations to the holders of Senior Indebtedness, but subject to the following proviso, agree to amend, waive, supplement or otherwise modify the terms or conditions of any of the Senior Indebtedness, or grant extensions of the time of payment or performance of, and make compromises in respect of, any or all of the Senior Indebtedness (including, without limitation, releases of collateral held by the Collateral Agent on behalf of the holders of Senior Indebtedness and the holders of Subordinated Obligations or guaranties of, and settlements with, the Loan Parties or any other Persons, including any guarantor, surety or provider of collateral security for the Senior Indebtedness) and the agreements, instruments and other documents related thereto, including (without limitation) any one or more of the following: (a) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding or secured; (b) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (c) release any Person liable in any manner for the collection of Senior Indebtedness; and (d) exercise or refrain from exercising any rights against the Loan Parties and any other Person; provided, however, that the holders of the Senior Indebtedness shall not without the prior written consent of a majority (in aggregate dollar amount) of the holders of Subordinated Cerberus Notes (i) increase the principal amount of the Senior Indebtedness outstanding at any time, or (ii) extend the final maturity date of any Senior Indebtedness, except that for all purposes of the Exhibit, insofar as the provisions of this Exhibit apply to the Subordinated PIK Notes, but not to the Subordinated Cerberus Notes, the term "Senior Indebtedness" shall include any refunding or refinancing of the then outstanding principal amount of any original Senior Indebtedness and the then outstanding principal amount of the Subordinated Cerberus Notes and any refunding or refinancing thereof. 9. Nothing contained herein shall prevent the Loan Parties, except under the conditions described in paragraph 2 or 3, from making payments of interest on the Subordinated Obligations, on the terms set forth in the instruments or agreements evidencing the Subordinated Obligations as of the date of this Agreement, to the holders entitled thereto unless, at least two Business Days prior to the date upon which such payment becomes due and payable, the relevant representative shall have received the written notice provided for in paragraph 2(a). The Borrower shall give prompt written notice to the relevant representative of any dissolution, winding up, liquidation or reorganization of any Loan Party. 10. The holders of the Subordinated Obligations acknowledge and agree that the security interests in and liens on the assets of the Loan Parties granted to the Collateral Agent on behalf of the Lenders are senior to any security interest and lien on such assets granted by the Loan Parties to the agent for the holders of the Subordinated Cerberus Notes and that any such security interest or lien on such assets granted or claimed to be granted by the Loan Parties to the holders of the Subordinated Cerberus Notes is subordinate to the security interests and liens granted to the Collateral Agent on behalf of the Lenders, regardless of the time or order of attachment or perfection of any of such liens or security interests, the time or order of filing of financing statements, the acquisition of purchase money or other liens or security interests, the time of giving or failure to give notice of the acquisition or expected acquisition of purchase money or other liens or security interests, or any other circumstances whatsoever, notwithstanding any provision of applicable law relating to perfection or priority to the contrary; provided, however, notwithstanding the foregoing or any other provision of this Exhibit, in the event that the Collateral Agent does not hold a valid, perfected and enforceable lien on any assets of any Loan Party, then the lien subordination herein shall not be effective on any date with respect to any such assets on which the Junior Agent holds on behalf of the holdersof the Subordinated Cerberus Notes a valid, perfected and enforceable lien. For purposes of the foregoing allocation of priorities, any claim of a right of setoff shall be treated in all respects as a security interest, and no claimed right of setoff shall be asserted by any Creditor to defeat or diminish the rights or priorities of any other Creditor provided for herein. The agent for the holders of the Subordinated Cerberus Notes hereby agrees, upon request of the Collateral Agent at any time and from time to time, to execute such other documents or instruments as may be reasonably requested by the Collateral Agent further to evidence as a matter of public record or otherwise the senior priority of the liens securing the Senior Indebtedness as contemplated by this Agreement. In addition, the holders of the Subordinated Cerberus Notes hereby acknowledge and agree that the Collateral Agent will take possession of all collateral for which possession is, in the reasonable judgment of the Collateral Agent, the preferred method of perfection under the relevant provisions of the Uniform Commercial Code. With respect to any assets of the Loan Parties in which a security interest may be perfected under the Uniform Commercial Code or other relevant law only by possession or control (collectively, "Specified Collateral"), each of the Collateral Agent on behalf of the holders of Senior Indebtedness (collectively, the "Senior Lenders"), on the one hand, and the agent (the "Junior Agent") for the holders of the Subordinated Cerberus Notes (collectively, the "Junior Lenders"), on the other hand (the Collateral Agent and the Junior Agent, each, an "Agent"), hereby appoints the other Agent as agent for the purposes of perfecting the other Agent's liens on any of all Specified Collateral in the possession or control of such Agent; provided, that, the Agent in possession of any Specified Collateral shall not have any duty or liability to protect or preserve any rights pertaining to any such Specified Collateral and, except for gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction, and the non-possessing Agent and the Senior Lender or the Junior Lenders, as the case may be, hereby waives, and releases the other Agent from, all claims and liabilities arising pursuant to the possessing Agent's role as bailee with respect to such Specified Collateral, so long as the possessing Agent shall use the same degree of care with respect thereto as the possessing Agent uses for similar property pledged to the possessing Agent as collateral for obligations of others owing to the possessing Agent. After all Senior Indebtedness is paid in full, possession, control or the other rights with respect to any such Specified Collateral remaining shall be immediately transferred to the Junior Agent. Each of the Senior Lenders and the Junior Lenders and each Agent (each, a "Secured Party") acknowledges and agrees that no other Secured Party makes any representation or warranty whatsoever as to the nature, extent, description, validity or priority of any Specified Collateral or the security interests in or liens upon any Specified Collateral. 11. Without the necessity of any reservation of rights against or any notice to or assent by holders of the Subordinated Obligations, subject to the provisions of paragraphs 8 and 10 hereof, any demand for payment of any of the Senior Indebtedness may be rescinded, in whole or in part, and any of the Senior Indebtedness may be continued or extended, and the Collateral Agent and the Senior Lenders may exercise or refrain from exercising any rights and remedies against the Loan Parties and the assets securing the Senior Indebtedness, all without impairing, abridging, releasing or affecting the subordination provisions or any of the other agreements or obligations of holders of the Subordinated Obligations or the Loan Parties. Subject to the provisions of paragraph 10 hereof, neither the Collateral Agent nor any of the Senior Lenders shall have any fiduciary duty to holders of the Subordinated Obligations or any other implied obligation to act or refrain from acting with respect to the Loan Parties or the collateral therefor, or with respect to any of the Senior Indebtedness in any manner that is contrary to what the Collateral Agent or the Senior Lenders may determine from time to time is in its or their own interests. 12. (a) Any holder of a Subordinated Cerberus Note that is controlled or managed by Cerberus Capital Management, L.P. or any affiliate thereof, or any other holder of a Subordinated Cerberus Note that is designated to the Collateral Agent in writing by Cerberus Capital Management, L.P. or any affiliate thereof as having rights under this paragraph 12 (the "Electing Junior Lender") shall have the option at any time upon not less than 10 Business Days' prior written notice to the Collateral Agent to purchase all of the Senior Indebtedness from the Collateral Agent and the Senior Lenders. Any such notice from the Electing Junior Lender to the Collateral Agent shall be irrevocable. If more than one holder of the Subordinated Cerberus Notes shall have delivered a notice indicating its intention to purchase all of the Senior Indebtedness, the Collateral Agent and the Senior Lenders shall have no obligations with respect to such notices other than with respect to the first such notice received by the Collateral Agent. (b) On the date specified by the Electing Junior Lender in such notice (which shall not be less than 10 days, nor more than 30 days, after the receipt by the Collateral Agent of the notice from the Electing Junior Lender of its election to exercise such option), the Collateral Agent and the Senior Lenders shall, subject to any required approval of any court or other regulatory or governmental authority then in effect, if any, sell to the Electing Junior Lender, and the Electing Junior Lender shall purchase from the Collateral Agent and the Senior Lenders, the Senior Indebtedness, together with their interests in the all assets of the Loan parties securing the Senior Indebtedness (collectively, "Senior Collateral"). (c) Upon the date of such purchase and sale, the Electing Junior Lender shall pay to the Collateral Agent and the Senior Lenders in cash as the purchase price therefor the full amount of all Senior Indebtedness then outstanding and unpaid (including principal, interest, early termination and other fees and expenses, including reasonable out-of-pocket attorneys' fees and legal expenses). (d) Such purchase price shall be remitted by wire transfer in Federal funds to such bank accounts of the Senior Lenders in New York, New York, as the Senior Lenders may designate in writing to Junior Agent and the Electing Junior Lender for such purposes. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Electing Junior Lender to the bank accounts designated by the Senior Lenders are received in such bank accounts prior to 11:00 a.m. New York time, and interest shall be calculated to and including such Business Day if the amounts so paid by the Electing Junior Lender to such bank accounts are received in such bank accounts later than 11:00 a.m. New York time. (e) Such purchase shall be expressly made without representation or warranty of any kind by any of the Collateral Agent or the Senior Lenders as to the Senior Indebtedness, the Senior Collateral or otherwise, and without recourse to any of the Collateral Agent and the Senior Lenders, except that each Senior Lender shall represent and warrant: (i) the amount of the Senior Indebtedness being purchased from it (but without representation or warranty as to the collectability, validity or enforceability of such Senior Indebtedness); (ii) that such Senior Lender owns such Senior Indebtedness free and clear of any liens or encumbrances created by it; and (iii) that such Senior Lender has the right to assign such Senior Indebtedness and the assignment is duly authorized by it. Upon the purchase by the Electing Junior Lender of the Senior Indebtedness, the Electing Junior Lender agrees to indemnify and hold harmless the Collateral Agent and the Senior Lenders from and against all loss, cost, damage or expense (including attorneys' fees and legal expenses) suffered or incurred by the Collateral Agent or the Senior Lenders arising from or in any way related to the act or omissions of such Junior Lender after the purchase. PLAN EXHIBIT F FORM OF REGISTRATION RIGHTS AGREEMENT ------------------------------------- ICG COMMUNICATIONS, INC. ---------  REGISTRATION RIGHTS AGREEMENT --------- Dated _______, 2002  REGISTRATION RIGHTS AGREEMENT OF ICG COMMUNICATIONS, INC. ----------------------------------------------------- REGISTRATION RIGHTS AGREEMENT, dated as of ____, 2002, among ICG Communications, Inc., a Delaware corporation (the "Company"), and the other undersigned parties hereto (the "Agreement"). Pursuant to the Second Amended of Reorganization of ICG Communications, Inc. and its affiliated debtors and debtors-in-possession (as amended or modified, the "Plan"), dated as of April 3, 2002, the Company has agreed, among other things, to authorize ___ million shares of new common stock, par value $0.01 per share (the "Common Stock"), of which approximately [ ] million shares will be issued in connection with the Plan. This agreement shall become effective upon the issuance of such securities pursuant to the Plan (the "Effective Date"). Certain capitalized terms used in this agreement are defined in Article I hereof. References to sections shall be to sections of this agreement. WHEREAS, the Company has agreed to grant to each of the Affiliated Stockholders the registration rights set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE I DEFINITIONS For purposes of this Agreement, the following terms shall have the following meanings: a. "Affiliate" shall have the meaning set forth in Rule 405 promulgated under the Securities Act. b. "Affiliated Stockholder" shall mean any holder or holders of Registrable Securities, both on the date of effectiveness of the Plan and at the time of the effectiveness of the registration statement, holding at least ten-percent (10%) of the Registrable Securities (by number of shares at the time issued and outstanding). c. "Board" shall mean the board of directors of the Company. d. "Commission" shall mean the United States Securities and Exchange Commission or any successor agency. e. "Common Stock" shall have the meaning set forth in the Preamble hereof. f. "Company" shall have the meaning set forth in the Preamble hereof. g. "Demand" shall have the meaning set forth in Section 2.1(a) hereof. h. "Demand Registration" shall have the meaning set forth in Section 2.1(a) hereof. i. "Demanding Holder" shall have the meaning set forth in Section 2.1(b) hereof. j. "Effective Date" shall have the meaning set forth in the Preamble hereof. k. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. l. "Internal Expenses" shall have the meaning set forth in Section 2.6 hereof. m. "Losses" shall have the meaning set forth in Section 2.7(a) hereof. n. "Market Price" for publicly traded shares of Common Stock or any other class of capital stock or other security of the Company or any other issuer for any trading day shall mean the last reported sales price, regular way on such day, or, if no sale takes place on such day, the average of the reported closing bid and asked prices on such day, regular way, in either case as reported on the securities exchange in which the Common Stock is listed for trading, or, if not listed or admitted for trading on any securities exchange, the average of the closing bid and asked prices on such day in over-the-counter market as reported by _______. o. "Maximum Demand Number" shall have the meaning set forth in Section 2.1(h) hereof. p. "Maximum Piggyback Number" shall have the meaning set forth in Section 2.2(b) hereof. q. "Other Demand Rights" shall have the meaning set forth in Section 2.2(b) hereof. r. "Other Demanding Seller" shall have the meaning set forth in Section 2.2(b) hereof. s. "Person" shall mean any individual, firm, corporation, partnership, limited liability company or other entity, and shall include any successor (by merger of otherwise) of such entity. t. "Piggyback Notice" shall have the meaning set forth in Section 2.2(a) hereof. u. "Piggyback Registration" shall have the meaning set forth in Section 2.2(a) hereof. v. "Piggyback Seller" shall have the meaning set forth in Section 2.2(b) hereof. w. "Plan" shall have the meaning set forth in the Preamble hereof. x. "Primary Offering" shall have the meaning set forth in Section 2.2(b)(i) hereof. y. "Public Offering" shall mean a public offering of equity securities of the Company pursuant to an effective registration statement under the Securities Act, including a public offering in which Affiliated Stockholders are entitled to sell Common Stock pursuant to the terms of this Agree ment. z. "Registrable Securities" shall mean (i) any Common Stock issued to the Affiliated Stockholders pursuant to the Plan, (ii) any Common Stock issued or issuable with respect to the securities referred to in clause (i) by way of stock dividend or stock split or in connection with a combina tion of shares, recapitalization, merger, consolidation, or other reorganization, (iii) [ ] Senior Notes and (iv) shares of Common Stock issued or issuable upon the exercise of the Rights (as defined in the Plan). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (x) a registration statement registering such securities under the Securities Act has been declared effective and such have been sold or otherwise transferred by the holder thereof pursuant to such effective registration statement; or (y) such securities are sold in accordance with Rule 144 (or any successor provision) promul gated under the Securities Act. aa. "Registration Expenses" shall have the meaning set forth in Section 2.6 hereof. bb. "Requisite Amount" shall mean 15% of the Registrable Securities outstanding at any given time. cc. "Restricted Securities" shall mean any Registrable Securities that are restricted from trading under the securities laws because the holder of such Registrable Securities is deemed an "underwriter" or "affiliate" as those terms are defined under the Securities Act and the Bank ruptcy Code. dd. "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. ARTICLE II REGISTRATION RIGHTS Section 2.1 Demand Registration. (a) Registration. At any time after the Effective Date, Affiliated Stockholders holding the Requisite Amount of Registrable Securities shall be entitled to make a written request of the Company (a "Demand") for registration under the Securities Act of all or part of their Registrable Securities (a "Demand Registration") and thereupon the Company will, subject to the terms of this Agreement, use its reasonable efforts to effect the registration under the Securities Act of: i. the Registrable Securities which the Company has been so requested to register by such Affiliated Stockholders for disposition in accordance with the intended method of disposition stated in such request; ii. all other Registrable Securities which the Company has been requested to register pursuant to Section 2.1(b) hereof; and iii. all shares of Common Stock which the Company may elect to register in connection with any offering of Registrable Securities pursuant to this Section 2.1; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered; provided that the Company shall not be required to effect a Demand Registration unless (x) a single holder of Registrable Securities has requested the registration of a number of shares of Registrable Securities held by such holder which is equal to or greater than ten percent (10%) of the shares of Common Stock at the time outstanding, and (y) the aggregate number of shares of Registrable Securities requested to be registered by all holders of Registrable Securities in such Demand Registration is equal to or greater than fifteen percent (15%) of the number of shares of Common Stock at the time outstanding. (b) Demands. A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration, (ii) the intended method of disposition in connec tion with such Demand Registration, to the extent then known, and (iii) the identity of the Affiliated Stockholder or Affiliated Stockholders (each, a "Demanding Holder") requesting such Demand. Within fifteen (15) days after receipt of a Demand, the Company shall give written notice of such Demand to all other Affiliated Stockholders. Subject to Section 2.1(h), the Company shall include in such registration all Registrable Securities with respect to which the Company has received a written request for inclusion therein within fifteen (15) days after the Company's notice required by this paragraph has been given. Such written notice shall comply with the requirements of a Demand as set forth in this Section 2.1(b). (c) Number of Demands. Each Affiliated Stockholder shall be entitled to one (1) Demand Registra tion; provided that, in the aggregate, Affiliated Stockholders shall be entitled to no more than two (2) Demand Registrations. (d) Effective Registration Statement. A Demand Registration shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective; provided that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal to proceed of the Affiliated Stockholders (other than a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company) shall be deemed to have been effected by the Company at the request of such Affiliated Stockholders unless the Affiliated Stockholders shall have elected to pay all Registration Expenses in connection with such registration, (ii) if, after it has become effective, and as a direct result of the actions of the Company, such registration becomes subject to any stop order, injunction or other order or requirement of the Commission or other govern mental agency or court for any reason, or (iii) if the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than by reason of some act or omission by such Affiliated Stockholders. (e) Satisfaction of Obligations. A registration shall not be treated as a permitted Demand for a Demand Registration until (i) the applicable registration statement under the Securities Act has been filed with the Commission with respect to such Demand Registration (which shall include any registration statement that is not withdrawn by holders of Registrable Securities in the circumstances contemplated by Section 2.3), and (ii) such registration statement shall have been maintained continuously effective for a period of sixty (60) days or such shorter period in the case where all Registrable Securities included therein have been disposed of thereunder in accordance with the manner of distribution set forth in such registration statement. (f) Registration Statement Form. Demand Registrations shall be on such appropriate registration form of the Commission as shall be selected by the Company; (g) Restrictions on Demand Registrations. The Company shall not be obligated to (i) maintain the effectiveness of a registration statement under the Securities Act, filed pursuant to a Demand Registration, for a period longer than sixty (60) days, or (ii) effect any Demand Registration (A) within six (6) months of a "firm commitment" underwritten registration in which all Affiliated Stockholders were given "piggyback" rights pursuant to Section 2.2 hereof and at least 50% of the number of Registrable Securities requested by such Affiliated Stockholders to be included in such registration were included, (B) within six (6) months of any other Demand Registration, or (C) if, in the Company's reasonable judgment, it is not feasible for the Company to proceed with the Demand Registration because of the unavailability of audited financial statements. In addition, the Company shall be entitled to postpone (upon written notice to all Affiliated Stockholders) for up to one hundred twenty (120) days the filing or the effectiveness of a registration statement for a Demand Registration (but no more than twice in any period of twelve (12) consecutive months) if the Board determines in good faith and in its reasonable judgment that the Demand Registration or the disclosure of material, non-public information in connection therewith would have a material adverse affect on the Company or on any proposal or plan by the Company or any of its subsidiaries to engage in any debt or equity offering, material acquisition or disposition of assets, merger, consolidation, tender offer or other similar transaction. In the event of a postponement by the Company of the filing or effectiveness of a registration statement for a Demand Registration, the holders of a majority of Registrable Securities held for all Demanding Holders shall have the right to withdraw such Demand in accordance with Section 2.3 hereof. (h) Participation in Demand Registrations. The Company shall not include any securities other than Registrable Securities and Common Stock included at the Company's election in a Demand Registration, except with the written consent of the holders of a majority, by number of shares, of the Registrable Securities held by all the Demanding Holders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company and reasonably acceptable to the holders of a majority of the Registrable Securities held by all the Demanding Holders and whose fees and expenses shall be borne solely by the Company) advises the Company, in writing, that, in its opinion, the inclusion of all of the securities, including securities of the Company which are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities as the Company is advised by such underwriter can be sold without such adverse effect (the "Maximum Demand Number") as follows and in the following order of priority: (i) first, Registrable Securities requested to be included in such registration by Affiliated Stockholders, pro rata among such Affiliated Stockholders requesting such registration on the basis of the number of such securities requested to be included by such Affiliated Stockholders; (ii) second, securities the Company proposes to sell; and (iii) third, all other securities of the Company duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to be included. (i) Selection of Underwriters. If the Demand Registration involves an underwritten offering, the underwriter or underwriters thereof shall be selected by the Company and shall be reasonably acceptable to the holders of a majority, by number of shares, of the Registrable Securities held by all of the Demanding Holders. Section 2.2 Piggyback Registrations. (a) Right to Piggyback. Subject to the terms and conditions hereof, whenever the Company proposes to register any of its securities under the Securities Act (other than a registration by the Company on a Registration Statement on Form 10, Form S-4 or a Registration Statement on Form S-8 or any successor form) (a "Piggyback Registration"), the Company shall give all Affiliated Stockholders prompt written notice thereof (but not less than fifteen (15) business days prior to the filing by the Company with the Commission of any registration statement with respect thereto). Such notice (a "Piggyback Notice") shall specify, at a minimum, the number of securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known), and a good faith estimate by the Company of the proposed minimum offering price of such securities. Upon the written request of an Affiliated Stockholder (which written request shall specify the number of Registrable Securities intended to be disposed of by such Affiliated Stockholder and the intended method of distribution thereof) given within ten (10) business days after such Piggyback Notice is given to such Affiliated Stockholder, the Company, subject to the terms and conditions of this Agreement, shall include in such registra tion all Registrable Securities held by Affiliated Stockholders with respect to which the Company has received such written requests for inclusion. (b) Priority on Piggyback Registrations. If, in connection with a Piggyback Registration, any managing underwriter (or, if such Piggyback Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Company reasonably acceptable to the holders of a majority, by number of shares, of the Registrable Securities sought to be included in such Piggyback Registration and whose fees and expenses shall be borne solely by the Company) advises the Company, in writing, that, in its opinion, the inclusion of all the securities sought to be included in such Piggyback Registration by the Company, any Persons who have sought to have shares registered thereunder pursuant to rights to demand (other than pursuant to so-called "piggyback" or other incidental or participation registration rights) such registration (such demand rights being "Other Demand Rights" and such Persons being "Other Demanding Sellers"), any holders of Registrable Securities seeking to sell such Registrable Securities in such Piggyback Registration ("Piggyback Sellers") and any other proposed sellers, as the case may be, would adversely affect the marketability of the securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Piggyback Registration only such securities as the Company is so advised by such underwriter can be sold without such an effect (the "Maximum Piggyback Number"), as follows and in the following order of priority: (1) if the Piggyback Registration relates to an offering for the Company's own account (a "Primary Offering"), then (A) first, such number of securities to be sold by the Company as the Company, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have deter mined, (B) second, Registrable Securities of Piggyback Sellers in an amount sufficient to reduce the amount of such Piggyback Sellers' Registrable Securi ties held after the offering to a level that would cause such Piggyback Sellers to each hold less than ten-percent (10%) of the total issued and outstanding Common Stock; provided that the Company shall, at the Company's discretion, include Registrable Securities in this category so as to maximize the number of Piggyback Sellers whose post-offering ownership of Common Stock is less than ten percent (10%) of the total issued and outstanding Common Stock; (C) third, such Registrable Securities duly requested to be included in such regis tration statement by any Piggyback Seller (consisting of the remaining Registrable Securities held by such Piggyback Sellers after application of the immediately preceding priority category), pro rata on the basis of the amount of such Registrable Securities held by such Piggyback Sellers. (2) if the Piggyback Registration relates to other than a Primary Offering, then (A) first, such number of securities sought to be registered by each Other Demand ing Seller, pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers in an amount sufficient to reduce the amount of such Piggyback Sellers' Registrable Securities held after the offering to a level that would cause such Piggyback Sellers to hold less than ten-percent (10%) of the total issued and outstanding Common Stock; provided that the Company shall, at the Company's discretion, include Registrable Securities in this category so as to maximize the number of Piggyback Sellers whose post- offering ownership of Common Stock is less than ten-percent (10%) of the total issued and outstanding Common Stock; and (C) third, such Registrable Securities duly requested to be included in such registration statement by any Piggyback Seller (consisting of remaining Registrable Securities held by such Piggyback Seller after application of the immediately preceding priority category), pro rata on the basis of the amount of such Registrable Securities held by such Piggyback Sellers. (c) Withdrawal by the Company. If, at any time after giving written notice of its intention to register any of its securities as set forth in this Section 2.2 and prior to the time the registration statement filed in connection with such registration is declared effective, the Company shall determine for any reason not to register such securities, the Company may, at its election, give written notice of such determination to each Affiliated Stockholder and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned registration (but not from its obligation to pay the Registration Expenses in connec tion therewith as provided herein). In the event that the Piggyback Sellers of such a registration hold the Requisite Amount of Registrable Securities, such holders may continue the registration as a Demand Registration pursuant to the terms of Section 2.1 hereof. Section 2.3 Withdrawal Rights. Any Affiliated Stockholder having notified or directed the Company to include any or all of its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company with respect to the Registrable Securities not so withdrawn; provided that in the case of a Demand Registration, if such withdrawal shall reduce the number of Registrable Securities sought to be included in such registration below the Requisite Amount, then the Company shall as promptly as practicable give each holder of Registrable Securities sought to be registered notice to such effect and, within ten (10) business days following the mailing of such notice, either the Company or the holders of a majority, in number of shares, of the Registrable Securities sought to be registered may, by written notices made to the Company and each holder of Registrable Securities sought to be registered, elect that such registration statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) business day period, the Company shall not file such registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek, and shall use its reasonable efforts to prevent, the effectiveness thereof. Any registration statement withdrawn or not filed (a) in accordance with an election by the Company, (b) in accordance with an election by the holders of a majority, in number of shares, of the Registrable Securities sought to be registered pursuant to such Demand Registration pursuant to Section 2.1(g) hereof, or (c) in accordance with an election by the holders of a majority of the Registrable Securities sought to be registered pursuant to such Demand Registration subsequent to the effectiveness of the applicable Demand Registration Statement because any post-effective amendment or supplement to the applicable Demand Registration Statement contains information regarding the Company which the Company deems adverse to the Company, shall not be counted as a Demand. Except as set forth in clause (c) of the previous sentence, any Demand withdrawn in accordance with an election by the Demanding Holders subsequent to the effectiveness of the applicable Demand Registration Statement shall be counted as a Demand unless the Demanding Holders reimburse the Company for its reasonable out-of-pocket expenses (but, without implication that the contrary would otherwise be true, not including any Internal Expenses, as defined in Section 2.6 hereof) related to the preparation and filing of such registration statement (in which event such registration statement shall not be counted as a Demand hereunder). Upon the written request of a majority, by number of shares, of such Demanding Holders, the Company shall promptly prepare a definitive statement of such out-of-pocket expenses in connection with such registration statement in order to assist such Demanding Holders with a determination in accordance with the preceding sentence. Section 2.4 Holdback Agreements. Each Affiliated Stockholder agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during the one hundred twenty (120) day period following the effective date of a Public Offering, Demand Registration or Piggyback Registration (in each case, except as part of such registration), or, in each case, a later date required by any underwriting agreement with respect thereto. Section 2.5 Registration Procedures. (a) Registration. If and whenever the Company is required to use its reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 2.1 and 2.2 (subject to its right to withdraw such registration as contemplated by Sections 2.2(c) and 2.3) the Company shall as expeditiously as reasonably possible: (i) prepare and file with the Commission a registration statement to effect such registration and thereafter use reasonable efforts to cause such registration statement to become and remain effective, pursuant to the terms of this agreement; provided however that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 2.1, its securities which are Registrable Securities) at any time prior to the effective date of the registration state ment relating thereto; provided further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration copies of all such documents proposed to be filed, to the extent specifically requested by such counsel, which documents will be subject to the review of such counsel, and such review to be conducted with reasonable promptness; (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provi sions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement or (i) in the case of a registration pursuant to Section 2.1, the expiration of sixty (60) days after such registration state ment becomes effective, or (ii) in the case of a registration pursuant to Section 2.2, the expiration of sixty (60) days after such registration statement becomes effective; (iii) furnish to each seller of Registrable Securities covered by such registration statement and each underwriter, if any, of the securities being sold by such seller such number of conformed copies of such registration statement and of each amendment and supple ment thereto (in each case including all exhibits), such number of copies of the prospec tus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as such seller and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller; (iv) use reasonable efforts to register or qualify such Registrable Securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdic tions as any seller thereof and any underwriter of the securities being sold by such seller shall reasonably request, and take any other action which may be reasonably necessary or advisable to enable such seller and underwriter to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller, except that the Com pany shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (iv) be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to file a general consent to service of process in any such jurisdic tion; (v) use its reasonable efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if no such securities are so listed, use its reasonable efforts to cause such Registrable Securities to be listed on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market ("Nasdaq"); (vi) use its reasonable efforts to cause such Registrable Securities covered by such registra tion statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (vii) in connection with an underwritten offering, obtain for each seller of Registrable Securities and underwriter: (a) an opinion of counsel for the Company, covering the matters custom arily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such sellers and underwriters, and (b) a "comfort" letter (or, in the case of any such Person which does not satisfy the conditions for receipt of a "comfort" letter specified in Statement on Auditing Standards No. 72, an "agreed upon proce dures" letter) signed by the independent public accountants who have certified the Company's financial statements included in such registra tion statement, covering substantially the same matters as are custom arily covered in opinions of issuer's counsel delivered to the under writers in underwritten public offerings of securities; (vii) promptly notify the holders of Registrable Securities and the underwriters, if any, of the following events and, if requested by any such holder or underwriter, confirm such notification in writing: (a) the filing of the registration statement, the prospectus or any prospec tus supplement related thereto or post-effective amendment to the registration statement, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (b) any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (c) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; and (d) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initia tion or threat of any proceeding for such purpose; (viii) notify each seller of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and, at the request of any such seller, promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (ix) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the registration statement; (x) otherwise use its reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to holders of Registrable Securities, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first day of the Com pany's first full quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. The Company may require each seller of Registrable Securities as to which any registration is being effected and each underwriter, if any, to furnish the Company in writing such information regarding each seller or underwriter and the distribution of such Registrable Securities as the Company may from time to time reasonably request to complete or amend the information required by the registration statement. (b) Underwriting. Without limiting any of the foregoing, in the event that the offering of Registrable Securities is to be made by or through an underwriter, the Company shall enter into an underwrit ing agreement with a managing underwriter or underwriters containing representations, warran ties, indemnities and agreements customarily included (but not inconsistent with the agreements contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, such issuers. In connection with any offering of Registrable Securities registered pursuant to this Agreement, the Company shall (i) furnish to the underwriter, if any (or, if no underwriter, the sellers of such Registrable Securities), unlegended certificates representing ownership of the Registrable Securities being sold, in such denominations as requested and (ii) instruct any transfer agent and registrar of the Registrable Securities to release any stop transfer order with respect thereto. (c) Return of Prospectuses. Each seller of Registrable Securities hereunder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.5(a)(viii), such seller shall forthwith discontinue such seller's disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until such seller's receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.5(a)(viii) and, if so directed by the Company, deliver to the Company, at the Com pany's expense, all copies, other than permanent file copies, then in such seller's possession of the prospectus current at the time of receipt of such notice relating to such Registrable Securities. In the event the Company shall give such notice, any applicable sixty (60) day period during which such registration statement must remain effective pursuant to this Agreement shall be extended by the number of days during the period from the date of giving of a notice regarding the happening of an event of the kind described in Section 2.5(a)(viii) to the date when all such sellers shall receive such a supplemented or amended prospectus and such prospectus shall have been filed with the Commission. Section 2.6 Registration Expenses. All expenses incident to the Company's performance of, or compliance with, its obligations under this Agreement including, without limitation, all registration and filing fees, all fees and expenses of compliance with securities and "blue sky" laws, all printing and copying expenses, all messenger and delivery expenses, all fees and expenses of the Company's independ ent certified public accountants and counsel (including, without limitation, with respect to "comfort" letters and opinions) (collectively, the "Registration Expenses") shall be borne by the Company. The Company will pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties, the expense of any annual audit and the expense of any liability insurance) (collectively, "Internal Expenses") and the expenses and fees for listing the securities to be registered on each securities exchange and included in each established over-the- counter market on which similar securities issued by the Company are then listed or traded. Section 2.7 Indemnification. (a) By the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities being sold, its officers, directors, employees, managers and agents and each Person who controls (within the meaning of the Securities Act) such holder or such other indemnified Person from and against all losses, claims, damages, liabilities and expenses (collectively, the "Losses") caused by, resulting from or relating to any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as the same are caused by any information furnished in writing to the Company by such holder expressly for use therein or by such holder's failure to deliver a copy of a current prospectus or any amendments or supplements thereto (which does not contain any such material misstatements or omissions) after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering and without limiting any of the Company's other obligations under this Agreement, the Company shall indemnify such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of the Securities Act) such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the holders of Registrable Securities being sold. (b) By the Stockholders. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing information regarding such holder's ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors, officers, employees and agents and each Person who controls (within the meaning of the Securities Act) the Company or such other indemnified Person against all Losses caused by any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such holder expressly for use therein; provided, however, that each holder's obligation to indemnify the Company hereunder shall, to the extent more than one holder is subject to the same indemnifica tion obligation, be apportioned between each holder based upon the net amount received by each holder from the sale of Registrable Securities, as compared to the total net amount received by all of the holders of Registrable Securities sold pursuant to such registration statement. Notwith standing the foregoing, no holder shall be liable to the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received by such holder in the offering giving rise to such liability. (c) Notice. Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, however, the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been materially prejudiced by such failure to provide such notice on a timely basis. (d) Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party or (ii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such unreasonable delay, in either event the indemnified party shall be reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld). (e) Survival. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified Person and will survive the transfer of the Registrable Securities and the termination of this Agreement. (f) Contribution. If recovery is not available under the foregoing indemnification provisions for any reason or reasons other than as specified therein, any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons. In determining the amount of contribution to which the respective Persons are entitled, there shall be considered the Persons' relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable considerations appropriate under the circumstances. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Affiliated Stockholder shall be required to make a contribution in excess of the net amount received by such holder from its sale of Registrable Securities in connection with the offering that gave rise to the contribution obliga tion. Section 2.8 Restrictions on Transfer. (a) Restrictive Legends. Except as otherwise permitted by this Section 2.8, each certificate or other instrument evidencing any Registrable Securities (including each such certificate or other instrument issued upon the transfer of any Registrable Securities) shall be stamped or otherwise imprinted with a legend in substantially the following form: "The shares of Common Stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any other applicable securities law and may not be transferred, sold or otherwise disposed of except pursuant to an effective registration or an exemption therefrom under such Act and applicable state securities laws." (b) Notice of Proposed Transfer; Opinions of Counsel. Prior to any transfer of any Restricted Securities which are not registered under an effective registration statement under the Securities Act, the holder thereof will give written notice to the Company of such holder's intention to effect such transfer and to comply in all other respect with this Section 2.8(b). Each such notice (i) shall describe the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinions referred to below, and (ii) shall designate in such notice and the Company will promptly submit a copy thereof to its counsel. The following provisions shall then apply: (i) If (A) in the opinion of such counsel for the holder the proposed transfer may be effected without registration of such Restricted Securities under the Securities Act, and (B) counsel for the Company shall not have rendered an opinion within twenty (20) days after the receipt by the Company of such written notice that such registration is required, such holder shall thereupon be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by such holder to the Company. Each certificate, if any, issued upon or in connection with such transfer shall bear the appropriate restrictive legend set forth in Section 2.8(a), unless in the opinion of each such counsel such legend is no longer required to ensure compliance with the Securities Act; and (ii) If in the opinion of either or both of such counsel the proposed transfer may not legally be effected without registration of such Restricted Securities under the Securities Act (such opinion or opinions to state the basis of the legal conclusions reached therein), the Company will promptly so notify the holder thereof and thereafter such holder shall not be entitled to transfer such Restricted Securities until receipt of a further notice from the Company under clause (i) above or until registration of such Restricted Securities under the Securities Act has become effective. Notwithstanding the foregoing provisions of this Section 2.8(b), the purchaser of the Common Stock shall be permitted to transfer any Restricted Securities to a limited number of institutional investors, provided that (A) each such investor represents in writing that it is acquiring such Restricted Securities for investment and not with a view to the distribution thereof (subject, however, to any requirement of law that the disposition thereof shall at all times be within the control of such transferee), (B) each such investor agrees in writing to be bound by all the restrictions on transfer of such Restricted Securities contained in this Section 2.8(b) and (C) the purchaser of the Common Stock delivers to the Company an opinion of counsel satisfactory to the Company, stating that such transfer may be effected without registration under the Securities Act. ARTICLE III MISCELLANEOUS Section 3.1 Headings. The heading in this Agreement are for convenience of reference only and shall not control or effect the meaning or construction of any provisions hereof. Section 3.2 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and there are no restrictions, promises, representations, warranties, covenants, conditions or undertak ings with respect to the subject matter hereof, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof. Section 3.3 Termination of Certain Rights. The rights and obligations hereunder of each Affiliated Stockholder will terminate with respect to such Affiliated Stockholder at such time when it is no longer an Affiliated Stockholder under this Agreement; provided, how ever, that the provisions of Section 2.5 hereof, the rights of any Affiliated Stockholder with respect to breach of any provision hereof, and any obligation accrued as of the date of termination shall survive termination of this Agreement. Section 3.4 Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if it is not required to file such reports, it will, upon the request of any holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 under the Securities Act), and it will take such further reasonable action, to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and filing requirements. Section 3.5 Notices. All notices and other communications hereunder shall be in writing and shall be delivered personally or by next-day courier, at the address specified below (or at such other address for a party as shall be specified by like notice; provided that notices of change of address shall be effective only upon receipt thereof). Any such notice shall be effective upon receipt, if personally delivered, or one business day after delivery to a courier for next-day delivery. If to Company: ICG Communications, Inc. 161 Inverness Drive West Englewood, CO 80112 Attention: Bernie Zuroff General Counsel with a copy to: Skadden, Arps, Slate, Meagher & Flom (Illinois) 333 West Wacker Drive Chicago, IL 60606 Attention: Timothy R. Pohl Rena M. Samole If to Stockholders: At the addresses listed on the signature pages hereto. Section 3.6 Applicable Law. The substantive laws of the State of New York shall govern the interpreta tion, validity and performance of the terms of this Agreement, without regard to conflicts of law doctrines. THE PARTIES HERETO WAIVE THEIR RIGHT TO A JURY TRIAL WITH RESPECT TO DISPUTES HEREUNDER. Section 3.7 Severability. The invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement, including any such provisions, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. Section 3.8 Successors; Assigns. The provisions of this Agreement shall be binding upon the parties hereto and their respective heirs, successors and assigns whether so expressed or not. In addition, whether or not any express assignment has been made, the provisions of this Agreement which are for the benefit of purchaser or holder of Registrable Securities are also for the benefit of, and enforceable by, any subsequent holder of Registrable Securities. Section 3.9 Amendments. This Agreement may not be amended, modified or supplemented unless such amendment, modification or supplement is in writing and signed by the Company and the holders of at least 60% of the Registrable Securities outstanding on the date thereof (and, in the case of any amendment, modification or supplement that materially adversely affects any particular Affiliated Stockholder or group of Affiliated Stockholders, with the written consent of such Affiliated Stockholder or group of Affiliated Stockholders). Section 3.10 Waiver. Any waiver (express or implied) of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Section 3.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same Agreement. Section 3.12 SUBMISSION TO JURISDICTION. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITUATED IN NEW YORK CITY OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENER ALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND APPELLATE COURTS FROM ANY THEREOF. EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY ACTION OR PRO CEEDING BY THE MAILING OF COPIES THEREOF TO SUCH PARTY BY REGIS TERED OR CERTIFIED MAIL TO SUCH PARTY AT ITS ADDRESS SPECIFIED IN THIS ARTICLE III. THE PARITIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS . IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their respective officers thereunto duly as of the date first above written. ICG Communications, Inc. By: _______________________________ Name: Title: [STOCKHOLDERS] ------------------------------- Name: Address Attention: Telephone: Facsimile: PLAN EXHIBIT G COMMITMENT LETTER AND TERMSHEET FOR NEW CONVERTIBLE NOTES CERBERUS CAPITAL MANAGEMENT, L.P. CSFB GLOBAL OPPORTUNITIES PARTNERS. L.P. MORGAN STANLEY & CO., INC. April 3, 2002 ICG Communications, Inc. 161 Inverness Drive West Englewood, Colorado 80112 Ladies and Gentlemen: ICG Communications, Inc., a Debtor-in-Possession ("ICG"), has requested that Cerberus Capital Management, L.P., CSFB Global Opportunities Partners, L.P. and Morgan Stanley & Co., Inc. (collectively, the "Lenders"), on behalf of certain funds and managed accounts to be designated by them, provide financing in the aggregate principal amount of $40 million (the "Financing") consisting of convertible unsecured notes (the "Convertible Unsecured Notes") issued by ICG and its subsidiaries (as such entities are reorganized pursuant to their pending Chapter 11 cases, the "Reorganized Companies"), to be used by the Reorganized Companies for general working capital and corporate purposes and to facilitate the confirmation of the Second Amended Joint Plan of Reorganization filed by ICG with the Bankruptcy Court as modified to reflect the definitive terms of the Financing, the Senior Subordinated Secured Notes and ICG's senior bank facility (the "Plan of Reorganization") that ICG will seek to confirm in such Chapter 11 cases. Each Lender is pleased to advise you that it severally commits to provide the Financing to the Reorganized Companies, substantially on the terms and conditions set forth in this Commitment Letter and in the term sheet attached hereto as Exhibit A (the "Term Sheet"), in the amount set forth for such Lender on the signature page hereto. Such commitment to provide the Financing is subject to the satisfaction of the terms and conditions contained in this Commitment Letter and in the Term Sheet. This Commitment Letter and the Term Sheet set forth only the material terms and conditions of the Financing. The Financing shall be subject to definitive legal documentation in form and substance reasonably satisfactory to each of the Lenders, which, in addition to the material terms set forth in this Commitment Letter and the Term Sheet, shall contain other provisions that are customary or typical for the type of transactions contemplated herein and therein (including customary representations and warranties by each Lender (i) as to such Lender's status as an "accredited investor" and (ii) to the effect that such Lender is acquiring Convertible Unsecured Notes for its own account (or on behalf of accounts it manages) and not with a view to the public distribution thereof in violation of federal or state securities laws). The Lenders' several commitments to provide the Financing are also subject to (i) the negotiation, execution and delivery of definitive financing documents in form and substance reasonably satisfactory to each of the Lenders and their counsel, (ii) there has not occurred or become known to ICG or the Lenders any material adverse change with respect to the condition, financial or otherwise, business, operations, properties, assets, liabilities or prospects of ICG or its subsidiaries (other than the filing of the Chapter 11 cases and the events resulting in the filing of the Chapter 11 cases), the Reorganized Companies or the consummation of the Plan of Reorganization (a "Material Adverse Change"), (iii) the absence of any material disruption or general adverse developments in the financial markets (a "Financial Markets Disruption"), and (iv) the conditions set forth on the Term Sheet. If at any time either (i) ICG is or becomes unable to fulfill any condition set forth in this Commitment Letter or in the Term Sheet or (ii) any Material Adverse Change or Financial Markets Disruption has occurred, any Lender may terminate this Commitment Letter by giving notice thereof to ICG (subject to the obligation of ICG to pay all fees, costs, expenses and other payment obligations expressly assumed by ICG hereunder, which shall survive the termination of this Commitment Letter). Each Lender's obligation to fund its several commitments is subject to each other Lender's having funded its commitment. Subject to receipt of the Orders (as hereinafter defined), the Lenders and ICG shall work in good faith to complete such documentation. Subject to receipt of Bankruptcy Court approval, ICG agrees to reimburse the Lenders for all reasonable costs, fees and expenses (the "Expenses") incurred by or on behalf of them in connection with the negotiation, preparation, execution and delivery of this Commitment Letter, the Term Sheet and any and all definitive documentation relating hereto or thereto, including, but not limited to, the reasonable fees and expenses of one firm of counsel to the Lenders, up to a maximum aggregate reimbursement of $350,000. In the event that the aggregate Expenses of the Lenders exceed the Expense Reimbursement Limitation, such excess shall be borne by the Lenders pro rata to their respective commitments. The obligations of ICG under this paragraph shall remain effective whether or not any definitive documentation is executed and notwithstanding any termination of this Commitment Letter. ICG hereby agrees to pay to the Lenders a refundable expense deposit of $200,000 (the "Expense Deposit") upon ICG's acceptance in writing of this Commitment Letter and the entry of one or more court orders approving the Expense reimbursement provisions of the foregoing paragraph, the indemnity provisions of the next succeeding paragraph and the payment of the Break-Up Fee (collectively, the "Orders"). In the event that the conditions set forth herein and in the Term Sheet are not satisfied, and definitive documentation related to the Financing is not negotiated and delivered, the Expense Deposit shall be returned to ICG, net of Expenses, including attorneys' and consultant fees. In the event that the transactions contemplated by this Commitment Letter and the Term Sheet are consummated, then the Lenders shall retain the unused balance of the Expense Deposit, if any, pro rata to the Lenders' respective commitments. Upon request of the Lenders, ICG shall make reasonable additional advances (not to exceed $150,000 in the aggregate) to the Lenders for Expenses to be incurred by or on behalf of the Lenders. Such additional advances, to the extent not applied to pay Expenses, shall be returned to ICG. Subject to receipt of Bankruptcy Court approval, ICG agrees to indemnify and hold harmless the Lenders and their respective affiliates, directors, officers, employees, agents and assignees (including affiliates thereof) (each an "Indemnified Party") from and against any and all losses, claims, damages, liabilities or other expenses to which such Indemnified Party may become subject, insofar as such losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof) or other expenses arise out of or in any way relate to or result from this Commitment Letter, the Term Sheet or the commitment made herein, or in any way arise from any use or intended use of this Commitment Letter, the Term Sheet or the proceeds of the Financing, and ICG agrees to reimburse each Indemnified Party for any legal or other expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability or action or other proceeding (whether or not such Indemnified Party is a party to any action or proceeding out of which indemnified expenses arise), but excluding therefrom all expenses, losses, claims, damages and liabilities that are finally determined in a non-appealable decision of a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. In the event of any litigation or dispute involving this Commitment Letter, the Term Sheet or the Financing, no Lender shall be responsible or liable to ICG or any other person or entity for any special, indirect, consequential, incidental or punitive damages. The obligations of ICG under this paragraph shall remain effective whether or not any of the transactions contemplated in this Commitment Letter are consummated, any definitive legal documentation is executed and notwithstanding any termination of this Commitment Letter and shall be binding upon Reorganized ICG in the event that any plan of reorganization of ICG is consummated. Subject to receipt of Bankruptcy Court approval, and provided that at the time of termination or expiration of this Commitment Letter the Lenders remain obligated and willing to consummate the Financing (other than as a result of a failure by ICG to satisfy the conditions (other than a Material Adverse Change) to such Financing), ICG hereby agrees to pay the Lenders a fee (the "Break-Up Fee") of $2,000,000 in the event that ICG consummates on or after the date hereof and on or prior to the six month anniversary of the date of this Commitment Letter (i) any debt or equity financing (other than ICG's senior bank facility, the Senior Subordinated Notes and/or any refinancing, without additional availability, of ICG's senior bank facility or the Senior Subordinated Notes with one or more similar credit facilities) or (ii) a sale of all or substantially all of the assets of ICG (whether as a single transaction or pursuant to a plan of reorganization or liquidation). Such agreement shall be binding upon Reorganized ICG in the event any plan of reorganization for ICG is consummated. ICG represents and warrants that (i) all written information and other materials concerning ICG, its subsidiaries, the Reorganized Companies and the Plan of Reorganization (the "Information") that has been, or is hereafter, prepared by, or on behalf of, ICG or its subsidiaries and delivered to the Lenders is, or when delivered will be, when considered as a whole, complete and correct in all material respects and does not, or will not when delivered, contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statement has been made and (ii) to the extent that any such Information contains projections, such projections were prepared in good faith on the basis of (A) assumptions, methods and tests stated therein that are believed by ICG to be reasonable and (B) information believed by ICG to have been accurate based upon the information available to ICG at the time such projections were furnished to the Lenders. ICG agrees that it will (i) consult with each Lender prior to the making of any filing in which reference is made to such Lender or this Commitment Letter, and (ii) obtain the prior approval of such Lender before releasing any public announcement in which reference is made to such Lender or this Commitment Letter. ICG acknowledges that any Lender and its affiliates may in the future provide financing or obtain other interests in other companies in respect of which ICG or its affiliates may be business competitors, and that the Lenders and their respective affiliates will have no obligation to provide to ICG or any of its affiliates any confidential information obtained from such other companies. The several offers made by the Lenders in this Commitment Letter shall remain in effect until 5:00 p.m. (New York City time) on April 3, 2002, at which time they will expire unless prior thereto the Lenders have received a copy of this letter signed by ICG. Any obligations of the Lenders hereunder shall terminate at 5:00 p.m. (New York City time) (i) on April 8, 2002 unless prior to such time ICG shall have submitted a motion, in form and substance reasonably satisfactory to the Lenders, requesting the Orders, (ii) on April 30, 2002 unless prior to such time the Orders shall have been entered and the Commitment Fee and Expense Deposit paid to the Lenders and the Orders shall provide for a Break Up Fee of at least $1,200,000 or, if not so terminated, (iii) on June 10, 2002 unless prior to such time (A) the Plan of Reorganization shall have been consummated and (B) definitive documentation in connection with the Financing shall have been executed and delivered by all parties, in form and substance satisfactory to the Lenders (it being understood that ICG's obligations to pay all amounts in respect of indemnification, fees and Expenses shall survive the termination of this letter). This Commitment Letter, including the attached Term Sheet (i) supersedes all prior discussions, agreements, commitments, arrangements, negotiations or understandings, whether oral or written, of the parties with respect thereto (other than the expense reimbursement provisions of the proposal letter, dated September 20, 2001, of CCM) and (ii) shall be governed by the laws of the State of New York, without giving effect to the conflict of laws provisions thereof. This Commitment Letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by facsimile transmission of an executed counterpart signature page to this Commitment Letter shall be effective as delivery of an executed original counterpart of this Commitment Letter. This Commitment Letter including the attached Term Sheet, may not be amended except in writing executed by the Company and each Lender; provided that any Lender may waive any condition to its own obligation to consummate the Financing without the consent of any other Lender. Should the terms and conditions of the commitment contained herein meet with your approval, please indicate your acceptance by signing and returning a copy of this Commitment Letter to the undersigned. Very truly yours, CERBERUS CAPITAL MANAGEMENT, L.P. By: /s/ Seth Plattus ---------------------------------- Name: Seth Plattus Title: Managing Director Amount of Commitment: $35,000,000 ----------------------- CSFB GLOBAL OPPORTUNITIES PARTNERS, L.P. By: CSFB Global Opportunities Advisers, LLC By: /s/ Frank S. Plimpton ------------------------------ Name: Frank S. Plimpton Title: Director Amount of Commitment: $2,500,000 ---------------------- MORGAN STANLEY & CO., INC. By: /s/ Michael Petrick ---------------------------------- Name: Michael Petrick Title: Managing Director Amount of Commitment: $2,500,000 ---------------------- Agreed and accepted on this 3rd day of April 2002: ICG COMMUNICATIONS, INC. By: /s/ Bernard Zuroff ----------------------------------- Name: Bernard Zuroff Title: Executive Vice President EXHIBIT A  Term Sheet This Term Sheet is part of the Commitment Letter dated April 3, 2002 (the "Commitment Letter"), addressed to ICG by Cerberus Capital Management, L.P., CSFB Global Opportunities Partners, L.P. and Morgan Stanley & Co., Inc. and is subject to the terms and conditions of the Commitment Letter. Capitalized terms used herein shall have the meanings set forth in the Commitment Letter unless otherwise defined herein. -------------------------------------------------------------------------------- BORROWER: ICG Communications, Inc. --------------------------------------------------------------------------------  LENDERS: Global Opportunities Partners, L.P. and Morgan Stanley & Co., Inc., on behalf of certain funds and managed accounts to be designated by them. --------------------------------------------------------------------------------  FINANCING: $40 million in convertible unsecured notes. -------------------------------------------------------------------------------- USE OF PROCEEDS: The cash provided by the Financing shall be used to (i) pay for administrative and transaction expenses and (ii) provide for working capital and capital expenditure needs of ICG. -------------------------------------------------------------------------------- PLAN OF REORGANIZATION: The Lenders' commitment to provide the Financing pursuant to the terms hereof shall be contingent upon a capital structure consistent with the following being in place upon consummation of the Plan of Reorganization and the Financing: Senior Bank Facility: Up to $60MM Senior Subordinated Secured Notes: $25MM  Convertible Unsecured Notes (including related Preferred Stock): $40MM Other indebtedness for borrowed money (including capitalized leases): Up to $125MM Shares Outstanding at Closing: 8,000,000 Shares issuable upon exercise of warrants issued to resolve the Holding/Services dispute (the "Holdings Warrants") 800,000 Shares issuable upon exercise of warrants issued to holders of Senior Subordinated Secured Notes: 200,000 Shares issuable upon conversion of Convertible Unsecured Notes: 2,250,000 Shares reserved for New Option Plan: 1,250,000 Cash on Balance Sheet (pro forma for the Reorganization, the Financing, the Senior Bank Facility and the Senior Subordinated Unsecured Notes): $87MM -------------------------------------------------------------------------------- The terms of the Convertible Unsecured Notes shall be as follows: Principal: $40MM, available on the closing date of the Financing.  Interest: Interest shall accrue quarterly on the Convertible Unsecured Notes at the rate of 11% per annum and shall be payable by the issuance of additional Convertible Unsecured Notes. Term: The Convertible Unsecured Notes shall mature and shall be due and payable on the seventh anniversary of the closing date of the Financing (the "Closing Date"). No Optional Prepayment: The Convertible Unsecured Notes shall not be prepayable at the option of the Company. ICG shall offer to prepay the Convertible Unsecured Notes from the net cash proceeds of sales of assets (including IRU's) and extraordinary receipts to the extent the same are not applied to repay the Senior Bank Facility or the Senior Subordinated Secured Notes.  Priority: No debt of ICG shall be senior (structurally or otherwise) to the Convertible Unsecured Notes except (i) the Senior Bank Facility, (ii) the Senior Subordinated Secured Notes, (iii) the other indebtedness for borrowed money (including capitalized leases) existing on the Closing Date of up to $125MM, (iv) up to $25MM of additional indebtedness and (v) refinancing of the foregoing (without increase in the principal amount thereof, and, in the case of the Senior Bank Facility and the Senior Subordinated Secured Notes, having financial terms and other covenants no less favorable to ICG) permitted in accordance with the provisions of the Convertible Unsecured Notes. Conversion: At any time, a Lender may convert all or a portion of such Lender's Convertible Unsecured Notes into shares of Common Stock (the "Conversion Shares"), at the rate of 56.25 shares for each $1,000 of principal converted as adjusted for stock splits and other similar transactions. Events of Default: The Convertible Unsecured Notes shall contain customary events of default for debt securities of this nature including, without limitation, payment, cross-default on other indebtedness, violation of covenants, breach of representation or warranty, judgments and ERISA. These events of default shall be subject to customary blockage rights in favor of the Senior Bank Facility and the Senior Subordinated Secured Notes.  Preferred Stock: The Convertible Unsecured Notes will be issued with non-detachable shares of preferred stock of ICG (the "Preferred Stock") having (a) aggregate liquidation preference of $10,000, (b) a dividend rate of 11% per annum, payable in kind and (c) voting rights equivalent to the voting rights of the Conversion Shares. The Preferred Stock will be optionally or mandatorily redeemable by ICG only in connection with the payment or retirement of the Convertible Unsecured Notes corresponding to such shares of Preferred Stock. The redemption price shall be equal to the liquidation preference plus accrued and unpaid dividends. Upon conversion, if any, of Convertible Unsecured Notes into Conversion Shares, the corresponding shares of Preferred Stock will be extinguished. -------------------------------------------------------------------------------- BOARD REPRESENTATION: The number of directors shall be fixed at 9, with the initial Board members being selected as follows: (a) 5 by Cerberus Capital Management, L.P. ("CCM"), (b) 2 by W.R. Huff Asset Management Co., L.L.C. ("WRH") (c) 1 by Morgan Stanley & Co., Inc. on behalf of the Unsecured Creditors Committee and (d) ICG's CEO. The ability of CCM to designate 5 directors will be tied to its maintaining equity interests in and Convertible Unsecured Notes (or Conversion Shares) of reorganized ICG at 50% of Closing Date levels. Each of CCM and WRH will be entitled to designate two members to the Board of Directors for as long as it beneficially owns at least 10% of ICG's Common Stock and each of CCM and WRH will be entitled to designate one member to the Board of Directors for so long as it beneficially owns at least 8% of ICG's Common Stock. The approval of a majority of the Board of Directors plus one of the designees of WRH or the Unsecured Creditors Committee shall be required for (i) consolidation or merger with or into any other person or transfer of all or substantially all of its properties and assets to any other person; (ii) the approval of ICG's annual budget (as so approved, the "Approved Annual Budget") and any material modification thereof; provided that in the absence of such approval, ICG's annual budget for the prior fiscal year shall be deemed the Approved Annual Budget; (iii)any capital expenditure, or series of related capital expenditures, exceeding $10 million in the aggregate; (iv) except as specifically contemplated by the Approved Annual Budget, borrowing funds or otherwise become subject to, whether directly or indirectly, or by way of guarantee or otherwise, any indebtedness (including capitalized leases but excluding ordinary course payables to vendors and customers); (v) the issuance of any capital stock of ICG, other than pursuant to the New Option Plan or upon the exercise of warrants or conversion of the Convertible Unsecured Notes; and (vi) the termination of the Chief Executive Officer of ICG. -------------------------------------------------------------------------------- UNSECURED NOTE Definitive loan documents for the COVENANTS: transaction shall provide for customary affirmative and negative covenants in favor of the Lenders. The material affirmative and negative covenants shall be as follows: Without the consent of the holders of a majority of the Convertible Unsecured Notes, neither ICG nor any of its subsidiaries shall: (a) enter into any transactions with affiliates (other than on an arms' length basis); (b) make any Restricted Payment. "Restricted Payment" means (i) the declaration or payment of any dividends or any other distributions of any sort in respect of its capital stock (including any payment in connection with any merger or consolidation) or similar payment to the direct or indirect holders of its capital stock (other than dividends or distributions on capital stock payable solely in capital stock, other than redeemable capital stock or exchangeable capital stock, and dividends or distributions payable solely to ICG), (ii) the purchase, redemption or other acquisition or retirement for value of any of its capital stock or the exercise by it of any option to exchange any capital stock that by its terms is exchangeable solely at its option, (iii) the setting apart of money or other property for any redemption, purchase or other analogous fund for the redemption, purchase or acquisition of any of its capital stock, (iv) the payment of any indebtedness that is subordinated in right of payment to the Convertible Unsecured Notes or (v) the prepayment of any indebtedness that is pari passu in right of payment to the Convertible Unsecured Notes; (c) borrow any funds or otherwise become subject to, whether directly or by way of guarantee or otherwise, any indebtedness (including capitalized leases but excluding ordinary course payables to vendors and customers) except the indebtedness specified under "Convertible Unsecured Notes - Priority" above; (d) create any lien, claim or encumbrance on any properties of ICG or any of its subsidiaries, except to secure (i) the Senior Bank Facility, (ii) the Senior Subordinated Secured Notes, (iii) capitalized leases outstanding upon the Closing Date or permitted to be incurred under clause (c) above, and (iv) up to $25 million of additional senior indebtedness permitted to be incurred under "Convertible Unsecured Notes - Priority" above; (e) acquire any assets (whether by means of an asset purchase, stock purchase or merger), other than in the ordinary course of business, having a fair market value, with respect to any transaction or series of related transactions, of $25 million or more; (f) consolidate with or merge with or into any other corporation or transfer all or substantially all of its properties and assets to any person or otherwise effect a change of control; (g) convey, sell, lease, assign, transfer or otherwise dispose of any of its material property, business or assets (including, without limitation, tax benefits, receivables and leasehold interests) whether now owned or hereafter acquired except: (i) for the sale or other disposition of any tangible personal property that has become obsolete or worn out and is disposed of in the ordinary course of business, and (ii) for sales or other dispositions of inventory made in the ordinary course of business; (h) make any advance, loan, extension of credit or capital contribution to, or purchase any stock, bonds, notes, debentures or other securities of, or make any other investment in, any person except: (1) ICG may make investments in, or loans or advances to, any wholly-owned subsidiaries and any wholly-owned subsidiaries may make investments in, or loans or advances to, ICG and (2) ICG or its wholly-owned subsidiaries may acquire and hold receivables owing to it, if created in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (i) permit to exist limitations on the payment of dividends or distributions by the operating subsidiaries of ICG, except for permitted exceptions satisfactory to the Lenders; (j) effect any liquidation, dissolution or winding up of ICG; (k) modify their respective charter, by-laws or other organizational documents; or (l) enter into any contract, agreement or understanding with respect to any of the foregoing. VOTING OF SHARES: Each Lender shall be entitled to vote all shares of Common Stock and Preferred Stock owned by it, in a single class with all other shares of Common Stock. -------------------------------------------------------------------------------- REPRESENTATIONS AND WARRANTIES: The final documents shall contain customary representations and warranties for a transaction and issuer of this nature. -------------------------------------------------------------------------------- REGISTRATION RIGHTS: The Lenders shall be entitled to demand and piggyback registration rights for the ICG Common Stock issuable upon conversion of the Convertible Unsecured Notes on terms reasonably satisfactory to them. -------------------------------------------------------------------------------- CONDITIONS PRECEDENT: The several obligations of the Lenders to make the Financing will be subject to customary conditions precedent. The material conditions shall be as follows: (a) the Plan of Reorganization of ICG shall (i) provide for the capital structure for the reorganized ICG upon the effective date of the Plan of Reorganization as set forth above, (ii) provide for the transactions contemplated by the Financing the Senior Credit Facility and the Senior Subordinated Secured Notes, (iii) be confirmed by the Bankruptcy Court and consummated by June 10, 2002, and (iv) be otherwise consistent with the Business Plan of ICG dated February 21, 2002, and the confirmation order shall be in form and substance satisfactory to the Lenders; provided that the Plan of Reorganization may also contain provisions that enable it to be confirmed and consummated in the event that the Financing does not occur. (b) there shall have been no Material Adverse Change or Financial Markets Disruption; (c) ICG's senior bank facility shall have been restructured or refinanced on the material terms (including as to maturity, interest rate, amortization, covenants and defaults) set forth in Exhibit A-1 hereto; (d) $25MM of ICG's Senior Subordinated Secured Notes shall have been issued on the material terms set forth in Exhibit A-2 hereto; (e) ICG's charter and by-laws shall have been amended to be consistent with the terms of this Term Sheet, and shall otherwise be in form and substance reasonably satisfactory to each Lender; (f) execution and delivery of appropriate legal documentation the material terms of which are set forth herein and that are otherwise in form and substance satisfactory to the Lenders and the satisfaction of the conditions precedent contained therein; (g) opinions from ICG's counsel as to such matters as the Lenders and their respective counsel may reasonably request; (h) all necessary governmental and third party approvals, waivers and/or consents in connection with the Financing (including the issuance of Common Stock upon conversion of Convertible Unsecured Notes) shall have been obtained and remain in full force and effect; (i) there shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality, which relates to the Financing or which has any reasonable likelihood of having a material adverse effect on the condition (financial or otherwise), business, operations, performance, properties, assets, liabilities or prospects of ICG; and (j) the total fees paid or payable to Dresdner Kleinwort Wasserstein, Inc. in connection with ICG's bankruptcy case and the Plan of Reorganization shall not exceed $8 MM in the aggregate, and the success fees paid or payable to Zolfo Cooper shall not exceed $800,000 in the aggregate. -------------------------------------------------------------------------------- FUNDING FEE: A funding fee of 3% of the aggregate amount of the Financing shall be due upon theconsummation of the Financing. -------------------------------------------------------------------------------- GOVERNING LAW: All documentation in connection with the Financing shall be governed by the laws of the State of New York. Each Lender and ICG shall each consent to the jurisdiction of state and federal courts located in New York City and waive any right to trial by jury. -------------------------------------------------------------------------------- Exhibit A-1 See Plan Exhibit E Exhibit A-2 See Plan Exhibit H PLAN EXHIBIT H COMMITMENT LETTER AND TERMSHEET FOR NEW SENIOR SUBORDINATED TERM LOAN CERBERUS CAPITAL MANAGEMENT, L.P. MORGAN STANLEY & CO., INC. 450 Park Avenue New York, New York 10022 April 3, 2002 ICG Communications, Inc. 161 Inverness Drive West Englewood, Colorado 80112 Re: Financing Commitment Ladies and Gentlemen: ICG Communications, Inc., as debtor-in-possession ("ICG") in certain cases pending under chapter 11 of the Bankruptcy Code (the "Chapter 11 Cases"), has requested that Cerberus Capital Management, L.P. ("CCM") and Morgan Stanley & Co., Inc., on behalf of one or more funds and managed accounts to be designated by them (the "Lenders") provide a $25 million senior subordinated secured term loan (the "Financing") to ICG Communications, Inc., as such entity is reorganized ("Reorganized ICG") pursuant to the Second Amended Joint Plan of Reorganization filed by ICG with the Bankruptcy Court as modified to reflect the definitive terms of the Financing, an amended and restated $60 million senior secured credit facility to be provided to the Borrower and $40 million of convertible debt securities, that ICG will seek to have confirmed by the court (the "Bankruptcy Court") in the Chapter 11 Cases (the "Plan of Reorganization"). Each Lender is pleased to advise you that it severally commits to provide the Financing to Reorganized ICG, substantially on the terms and conditions set forth in this Commitment Letter and in the term sheet attached hereto as Exhibit A (the "Term Sheet"). Such commitment to provide the Financing is subject to the satisfaction of the terms and conditions contained in this Commitment Letter and in the Term Sheet. This Commitment Letter and the Term Sheet set forth only the material terms and conditions of the Financing. The Financing shall be subject to definitive legal documentation in form and substance reasonably satisfactory to each of the Lenders, which, in addition to the material terms set forth in this Commitment Letter and the Term Sheet, shall contain other provisions that are customary or typical for the type of financing transactions contemplated hereby and thereby (including customary representations and warranties by each Lender (i) as to such Lender's status as an "accredited investor" and (ii) to the effect that such Lender is acquiring the warrants being issued in connection with the Financing for its own account (or on behalf of accounts it manages) and not with a view to the public distribution thereof in violation of federal or state securities laws). The Lenders' several commitments to provide the Financing is also subject to (i) the negotiation, execution and delivery of definitive financing documents in form and substance reasonably satisfactory to each Lender, ICG and their respective counsel, (ii) there has not occurred or become known to ICG or the Lenders any material adverse change with respect to the condition, financial or otherwise, business, operations, properties, assets, liabilities or prospects of ICG or any of its subsidiaries (other than the filing of the Chapter 11 Cases and the events resulting in the filing of the Chapter 11 Cases), Reorganized ICG or the consummation of the Plan of Reorganization (a "Material Adverse Change"), (iii) the absence of any material disruption or general adverse developments in the financial markets (a "Financial Markets Disruption"), and (iv) the conditions set forth on the Term Sheet. If at any time either (A) ICG is or becomes unable to fulfill any condition set forth in this Commitment Letter or in the Term Sheet or (B) any Material Adverse Change or any Financial Markets Disruption has occurred, any Lender may terminate this Commitment Letter by giving notice thereof to ICG (subject to the obligation of ICG to pay all fees, costs, expenses and other payment obligations expressly assumed by ICG hereunder, which shall survive the termination of this Commitment Letter). Each Lender's obligation to fund its several commitment is subject to each other Lender's having funded its commitment. Subject to receipt of the Orders (as hereinafter defined), the Lenders and ICG shall work in good faith to complete such documentation. In addition to the expense reimbursement pursuant to the proposal letter dated September 20, 2001 between CCM and ICG (the "Proposal Letter"), and subject to receipt of Bankruptcy Court approval, ICG agrees to reimburse the Lenders for all reasonable costs, fees and expenses (the "Expenses") incurred by or on behalf of the Lenders in connection with the negotiation, preparation, execution and delivery of this Commitment Letter, the Term Sheet and any and all definitive documentation relating hereto or thereto, including, but not limited to, the reasonable fees and expenses of one firm of counsel as well as consultants to the Lenders, up to a maximum aggregate reimbursement (in addition to amounts pursuant to the Proposal Letter) of $750,000 (the "Expense Reimbursement Limitation"). In the event that the aggregate Expenses of the Lenders exceed the Expense Reimbursement Limitation, such excess shall be borne by the Lenders pro rata to their respective commitments. The obligations of ICG under this paragraph shall remain effective whether or not any definitive documentation is executed and notwithstanding any termination of this Commitment Letter and shall be binding upon Reorganized ICG in the event any plan of reorganization for ICG is consummated. ICG hereby agrees to pay to the Lenders a refundable expense deposit (in addition to amounts pursuant to the Proposal Letter) of $375,000 (the "Expense Deposit") upon its acceptance in writing of this Commitment Letter and the entry of one or more court orders (the "Orders") approving the payment of the Expense reimbursement provisions of the foregoing paragraph, the indemnity provisions of the next succeeding paragraph and the payment of the Break-Up Fee (as hereinafter defined). In the event that the conditions set forth herein and in the Term Sheet are not satisfied and definitive documentation related to the Financing is not negotiated and delivered, the Expense Deposit shall be returned to ICG, net of Expenses, including attorney's and consultant fees. In the event that the transactions contemplated by this Commitment Letter and the Term Sheet are consummated, then the Lenders shall retain the unused balance of the Expense Deposit, if any, pro rata to the Lenders' respective commitment. Upon request of the Lenders, ICG shall make reasonable additional advances (not to exceed (in addition to amounts pursuant to the Proposal Letter) $375,000 in the aggregate) to the Lenders for Expenses to be incurred by or on behalf of the Lenders. Such additional advances, to the extent not applied to pay Expenses, shall be returned to ICG. Subject to receipt of Bankruptcy Court approval, ICG agrees to indemnify and hold harmless the Lenders and their respective affiliates, directors, officers, employees, agents and assignees (including affiliates thereof) (each an "Indemnified Party") from and against any and all losses, claims, damages, liabilities or other expenses to which such Indemnified Party may become subject, insofar as such losses, claims, damages, liabilities (or actions or other proceedings commenced or threatened in respect thereof) or other expenses arise out of or in any way relate to or result from this Commitment Letter, the Term Sheet or the commitment made herein, or in any way arise from any use or intended use of this Commitment Letter, the Term Sheet or the proceeds of the Financing, and ICG agrees to reimburse each Indemnified Party for any legal or other expenses incurred in connection with investigating, defending or participating in any such loss, claim, damage, liability or action or other proceeding (whether or not such Indemnified Party is a party to any action or proceeding out of which indemnified expenses arise), but excluding therefrom all expenses, losses, claims, damages and liabilities that are finally determined in a non-appealable decision of a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. In the event of any litigation or dispute involving this Commitment Letter, the Term Sheet or the Financing, no Lender shall be responsible or liable to ICG or any other person or entity for any special, indirect, consequential, incidental or punitive damages. The obligations of ICG under this paragraph shall remain effective whether or not any of the transactions contemplated in this Commitment Letter are consummated, any definitive legal documentation is executed and notwithstanding any termination of this Commitment Letter and shall be binding upon Reorganized ICG in the event any plan of reorganization for ICG is consummated. Subject to receipt of Bankruptcy Court approval, and provided that at the time of termination or expiration of this Commitment Letter, the Lenders remain obligated and willing to consummate the Financing (other than as a result of a failure by ICG to satisfy the conditions (other than a Material Adverse Change) to such Financing), ICG hereby agrees to pay the Lenders a fee (the "Break-Up Fee") of $1,250,000 in the event that ICG consummates on or after the date hereof and on or prior to the six month anniversary of the date of this Commitment Letter (i) an issuance or sale of debt or equity securities or another debt or equity financing (other than the refinancing of not more than $60,000,000 of ICG's existing bank credit facility with another similar credit facility and the issuance of not more than $40,000,000 of junior subordinated debt securities) or (ii) a sale of all or substantially all of the assets of ICG (whether as a single transaction or pursuant to a plan of reorganization or liquidation). Such agreement shall be binding upon Reorganized ICG in the event any plan of reorganization for ICG is consummated. ICG represents and warrants that (i) all written information and other materials concerning ICG, its subsidiaries, Reorganized ICG, its subsidiaries and the Plan of Reorganization (the "Information") that has been, or is hereafter, prepared by, or on behalf of, ICG or its subsidiaries and delivered to the Lenders is, or when delivered will be, when considered as a whole, complete and correct in all material respects and does not, or will not when delivered, contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such statement has been made and (ii) to the extent that any such Information contains projections, such projections were prepared in good faith on the basis of (A) assumptions, methods and tests stated therein that are believed by ICG to be reasonable and (B) information believed by ICG to have been accurate based upon the information available to ICG at the time such projections were furnished to the Lenders. ICG agrees that it will (i) consult with each Lender prior to the making of any filing in which reference is made to such Lender, the Proposal Letter or this Commitment Letter, and (ii) obtain the prior approval of such Lender before releasing any public announcement in which reference is made to such Lender, or this Commitment Letter. ICG acknowledges that any Lender and its affiliates may in the future provide financing or obtain other interests in other companies in respect of which ICG or its affiliates may be business competitors, and that the Lenders and their affiliates will have no obligation to provide to ICG or any of its affiliates any confidential information obtained from such other companies. The several offers made by the Lenders in this Commitment Letter shall remain in effect until 5:00 p.m. (New York City time) on April 3, 2002, at which time they will expire unless prior thereto the Lenders have received a copy of this letter signed by ICG. Any obligation of the Lenders hereunder shall terminate at 5:00 p.m. (New York City time) (i) on April 8, 2002, unless prior to such time ICG shall have submitted a motion, in form and substance reasonably satisfactory to the Lenders, requesting the Orders, (ii) on April 30, 2002 unless prior to such time the Orders shall have been entered and the Expense Deposit paid to the Lenders and the Orders shall provide a Break Up Fee of at least $750,000 or, if not so terminated, (iii) on June 10, 2002 unless prior to such time (A) the Plan of Reorganization shall have been consummated and (B) definitive documentation in connection with the Financing shall have been executed and delivered by all parties, in form and substance satisfactory to the Lenders (it being understood that ICG's obligations to pay all amounts in respect of indemnification, fees and Expenses shall survive the termination of this letter). This Commitment Letter and the Term Sheet (i) supersede all prior discussions, agreements, commitments, arrangements, negotiations or understandings, whether oral or written, of the parties with respect thereto (including, except where specifically referenced herein, the Proposal Letter) and (ii) shall be governed by the laws of the State of New York, without giving effect to the conflict of laws provisions thereof. Should the terms and conditions of the commitment contained herein meet with your approval, please indicate your acceptance by signing and returning a copy of this Commitment Letter to the undersigned. Very truly yours, CERBERUS CAPITAL MANAGEMENT, L.P. By: /s/ Seth Plattus ---------------------------------- Name: Seth Plattus Title: Managing Director Amount of Commitment: $22,500,000 MORGAN STANLEY & CO., INC. By: /s/ Michael Petrick ---------------------------------- Name: Michael Petrick Title: Managing Director Amount of Commitment: $2,500,000 Agreed and accepted on this 3rd day of April 2002: ICG COMMUNICATIONS, INC. By: /s/ Bernard Zuroff --------------------------------- Name: Bernard Zuroff Title: Executive Vice President EXHIBIT A  Term Sheet This Term Sheet is part of the Commitment Letter dated April 3, 2002 (the "Commitment Letter"), addressed to ICG Communications, Inc. by Cerberus Capital Management, L.P. and Morgan Stanley & Co., Inc. and is subject to the terms and conditions of the Commitment Letter. Capitalized terms used herein shall have the meanings set forth in the Commitment Letter unless otherwise defined herein. BORROWER: ICG Communications, Inc., as reorganized upon consummation of the Plan of Reorganization ("Reorganized ICG") GUARANTORS: All present and future subsidiaries of the Borrower.  LENDERS: Cerberus Capital Management, L.P. and Morgan Stanley & Co., Inc., on behalf of certain funds or managed accounts to be designated by them. AMOUNT: $25 million senior subordinated secured term loan. RANKING: The obligations of the Borrower and its subsidiaries under the Financing will be senior subordinated obligations, subordinated only to the obligations of the Borrower and its subsidiaries under the Borrower's senior secured bank facility described on Exhibit B-1(the "Senior Credit Facility") on terms satisfactory to the CCM and senior, with certain exceptions to be negotiated, to all existing and future debt of Reorganized ICG, including the Borrower's $40 million convertible notes described on Exhibit B-2 (the "Junior Notes"). FINAL MATURITY: Four years from the Closing Date. AMORTIZATION: None. USE OF PROCEEDS: The proceeds of the Financing shall be used to pay claims payable under the Plan of Reorganization on account of ICG's existing senior bank facility. OPTIONAL PREPAYMENT: Subject to the terms of the Senior Credit Facility, the Borrower may prepay, in full or in part, the Financing without penalty; provided, however, that each partial prepayment shall be in an amount of $500,000 or an integral multiple of $500,000 in excess thereof. MANDATORY PREPAYMENT: Subject to the terms of the Senior Credit Facility, substantially on the same terms as set forth therein.  INTEREST: 14% per annum, payable monthly in arrears. SECURITY: Second priority lien on all unencumbered present and future property of the Borrower and the Borrower's present and future subsidiaries, including without limitation owned stock, real estate, leaseholds, fixtures, accounts, license rights and spectrum, patents, trademarks, tradenames, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, cash, bank accounts, tax refunds, documents, instruments, general intangibles, inventory, equipment, vehicles and other goods; and third priority lien on all encumbered property, in each case subordinate to the liens on such property in favor of the agent under the Senior Credit Facility. Except for customary liens to be agreed upon, no other liens on any such property shall be permitted. WARRANTS: The Lenders will receive, pro rata to their respective Commitments, warrants to purchase 200,000 shares of ICG Common Stock at an initial exercise price of $20.00 per share. The Warrants shall expire, if unexercised, on the fifth anniversary of the date of their issuance. The Warrants shall provide for customary weighted average antidilution protection and shall also provide for cashless exercise. REGISTRATION RIGHTS: The Lenders shall be entitled to demand and piggyback registration rights for the ICG Common Stock issuable upon exercise of the Warrants on terms reasonably satisfactory to them. CONDITIONS PRECEDENT: The several obligations of the Lenders to provide the Financing will be subject to customary conditions precedent. The material conditions shall be as follows: (a) the Plan of Reorganization of ICG shall (i) provide for the capital structure for Reorganized ICG upon the effective date of the Plan of Reorganization consistent with that set forth in the Disclosure Statement, (ii) provide for the transactions contemplated by the Financing, the Senior Credit Facility and the Junior Notes, (iii) be confirmed by the Bankruptcy Court and consummated by June 10, 2002, and (iv) be otherwise consistent with the Business Plan of ICG dated February 21, 2002; and the confirmation order shall be in form and substance satisfactory to the Lenders; (b) concurrently with the closing of the Financing, (i) the Senior Bank Facility shall have been consummated on the material terms (including as to maturity, interest rate, amortization, covenants and defaults) set forth on Exhibit B-1 hereto; (ii) the transactions contemplated by the Junior Notes shall be consummated with CCM and other investors party to the Commitment Letter attached hereto as Exhibit B-2 and the Borrower shall have received the proceeds thereof in an aggregate amount not less than $40,000,000 (less the fees and expenses accrued in connection therewith as contemplated by Exhibit B-2) and (iii) the Plan of Reorganization shall have been consummated; (c) there shall have been no Material Adverse Change or Financial Markets Disruption; (d) the Lenders and the creditors in the Senior Credit Facility shall have entered into an intercreditor agreement on terms satisfactory to the Lenders; (e) execution and delivery of appropriate legal documentation the material terms of which are set forth herein and that are otherwise in form and substance satisfactory to the Lenders and the satisfaction of the conditions precedent contained therein; (f) opinions from ICG's counsel as to such matters as the Lenders and their respective counsel may reasonably request; (g) all necessary governmental and third party approvals, waivers and/or consents in connection with the Financing shall have been obtained and remain in full force and effect; (h) there shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality, which relates to the transactions contemplated by the Financing, the Senior Credit Facility, and the Junior Notes or which has any reasonable likelihood of having a material adverse effect on the condition (financial or otherwise), business, operations, performance, properties, assets, liabilities or prospects of the Borrower and its subsidiaries; and (i) the total fees paid or payable to Dresdner Kleinwort Wasserstein, Inc. in connection with ICG's bankruptcy case and Plan of Reorganization shall not exceed $8 MM in the aggregate, and the success fees paid or payable to Zolfo Cooper shall not exceed $800,000 in the aggregate. REPRESENTATIONS AND WARRANTIES: Those customarily found in credit agreements for similar financings and others appropriate in the judgment of the Lenders for the transaction contemplated hereby, equivalent, to the extent determined to be appropriate by the Lenders, to those set forth in the Senior Credit Facility. COVENANTS: Those negative, affirmative and financial covenants (applicable to the Borrower and its subsidiaries) customarily found in credit agreements for similar financings and others appropriate in the judgment of the Lenders for the transaction contemplated hereby, equivalent, to the extent determined to be appropriate by the Lenders, to those set forth in the Senior Credit Facility. EVENTS OF DEFAULT: Those customarily found in credit agreements for similar financings and others appropriate in the judgment of the Lenders for the transactions contemplated hereby, equivalent, to the extent determined to be appropriate by the Lenders, to those set forth in the Senior Credit Facility.  EXPENSES: The Borrower shall pay all out-of-pocket expenses incurred by the Lenders (including the fees and expenses of counsel) in connection with the execution, delivery, administration and enforcement of the loan documentation. CLOSING: Not earlier than the entry of a final order confirming the Plan of Reorganization and not later than the effective date of the Plan of Reorganization. COUNSEL TO THE LENDERS: Schulte Roth & Zabel LLP GOVERNING LAW: New York. ASSIGNMENT AND PARTICIPATION: Each Lender may assign, or grant participation contracts in, any and all of its rights and obligations without the consent of Reorganized ICG. SCHEDULE 1.63 SCHEDULE OF NON-DEBTOR SUBSIDIARIES 1. ICG Telecom Canada, Inc. (Federal Canadian) 2. Zycom Corporation (Alberta, Canada) 3. Zycom Corporation (Texas) 4. Zycom Network Services, Inc. (Texas) SCHEDULE 1.106 SCHEDULE OF SUBSIDIARY DEBTORS 1. ICG Communications, Inc. 2. ICG Services, Inc. 3. ICG Equipment, Inc. 4. ICG NetAhead, Inc. 5. ICG Mountain View, Inc. 6. ICG Canadian Acquisition, Inc. 7. ICG Holdings (Canada) Co. 8. ICG Holdings, Inc. 9. ICG Telecom Group, Inc. 10. NikoNet, LLC 11. ICG Ohio LINX, Inc. 12. ICG Enhanced Services, Inc. 13. Communications Buying Group, Inc. 14. ICG Telecom Group of Virginia, Inc. 15. ICG DataChoice Network Services, L.L.C. 16. PTI Harbor Bay, Inc. 17. Bay Area Teleport, Inc. 18. ICG Access Services - Southeast, Inc. 19. Trans American Cable, Inc. 20. ICG Telecom of San Diego, L.P. 21. Western Plains Finance, L.L.C. 22. ICG ChoiceCom Management, LLC 23. ICG ChoiceCom, L.P. 24. DownNorth, Inc. 25. ICG Tevis, Inc. 26. ICG Funding, LLC SCHEDULE 5.9 SCHEDULE OF CAUSES OF ACTION TO BE RETAINED BY REORGANIZED ICG The following is a non-exhaustive list of claims or causes of actions that the Debtors hold or may hold either in pending or potential litigation. The Debtors reserve their right to modify this list to add or delete parties or causes of action, but disclaim any obligation to do so. In addition to the possible causes of action and claims listed below, the Debtors have or may have causes of action, claims, or rights against contractors, subcontractors, suppliers and others with whom they formerly dealt in the ordinary course of their businesses (the "Ordinary Course Claims"). The Debtors and Reorganized ICG reserve their right to enforce, sue on, settle or compromise (or decline to do any of the foregoing) the Ordinary Course Claims, as well as the claims and causes of action listed below, and all other claims and causes of action. The Debtors and Reorganized ICG also have or may have, and are retaining, various claims or causes of action arising under or pursuant to their insurance policies, and all rights arising under, relating to, or in connection with such policies are expressly reserved and retained. Pending and Potential Litigations All claims, counterclaims, rights or causes of action, suits or judgments that the Debtors have or may have in the following litigations: 1. John D. Field. Mr. Field failed to repay a promissory note made in favor of ICG in the principal amount of $200,000. ICG obtained a judgment against Mr. Field in the amount of $275,418.94, which included fees and costs. ICG is currently pursuing collection on the judgment. 2. Harrison Grading, Inc. Harrison Grading severed ICG's fiber optic cable after failing to have subsurface installations marked causing damage in the amount of $75,678. Litigation has been filed in the Alameda California Superior Court (Case No. 84.843280-1). 3. OneNet International Communications, Inc. OneNet, a subtenant in ICG's office space failed to pay rent to ICG in the approximate amount of $60,000. Litigation has been filed in the Court of Common Pleas, Cuyahoga County, Ohio (Case No. 3967001). 4. Southwestern Bell Communications (SBC). SBC is the parent company for three of the regional Incumbent Local Exchange Carriers (ILECs), namely, Ameritech, Pacific Bell and Southwestern Bell Telephone. SBC owes ICG approximately $26.6 million in unpaid reciprocal compensation. SBC is obligated to pay reciprocal compensation to ICG as a result of a voluntary settlement agreement entered into in June, 2000. The parties are currently in negotiations regarding disputes that SBC claims represents the unpaid amount. In the event negotiations fail, litigation may become necessary. 5. BellSouth. Bell South is the ILEC that serves the southeastern United States. Bell South owes ICG approximately $6.4 million in unpaid reciprocal compensation. ICG has tendered a settlement offer to SBC and is awaiting a response from BellSouth. In the event negotiations fail, litigation may become necessary. 6, Cincinnati Bell Telephone (CBT). CBT owes ICG approximately $8.7 million in unpaid reciprocal compensation. The parties, however, have reached a tentative agreement to settle the past due amount for a $2.2million cash payment by CBT which both parties believe adequately resolves previous disputes. In the event the parties are unable to finalize the settlement, litigation may become necessary. 7. Verizon. Verizon was created by the consolidation of Bell Atlantic and GTE telecommunications companies. Verizon owes ICG approximately $6.5 million in unpaid reciprocal compensation. The parties are currently involved in negotiations to resolve the past due amount. In the event negotiations fail, litigation may become necessary. 8. Qwest. Qwest owes ICG approximately $4.1 million in unpaid reciprocal compensation. The parties are currently in discussions to resolve their competing legal positions as to whether Qwest owes ICG reciprocal compensation. In the event negotiations fail, litigation may become necessary. 9. Genuity Solutions, Inc. ICG is preparing to file suit against Genuity Solutions, Inc. and its affiliate Genuity Networks Inc. The lawsuit will contend that Genuity breached the contracts signed in June 2001 and September 2000. The contracts required Genuity to purchase 150,000 IRAS ports for a five year term that would have provided ICG will revenue of approximately $50 million. 9. Bad Debt Claims. ICG has numerous potential claims against customers who are behind or who have failed to make payment as required by contract. ICG is pursuing collection with respect to these accounts and may be forced to file suit against some of these customers. Additionally, many of ICG's past or present customers have filed for bankruptcy protection and ICG is pursuing claims against these customers through the bankruptcy process. 10. All claims, causes or rights of action, suits, or proceedings, whether in law or in equity, whether known or unknown, arising under sections 544, 545, 547, 548, and 553 of the Bankruptcy Code. SCHEDULE 5.13 SETTLEMENT AGREEMENT This Settlement Agreement ("Agreement") is made and entered into as of this ___ day of _______, 2002 by and between ICG Communications, Inc., by and on behalf of it and its subsidiaries and affiliates who are debtors in the Bankruptcy Proceedings (as defined below) (collectively, the "ICG Entities" or "ICG") and Lucent Technologies Inc. ("Lucent") with reference to the following (as used throughout this Agreement, the term "Parties" refers to ICG and Lucent and the term "Party" refers to anyone of the same); A. WHEREAS, ICG Telecom Group Inc. and Lucent entered into General Agreement Number LNS960730 CRICG, as the same has been amended by subsequent amendments and addenda (collectively the "General Agreement") pursuant to which Lucent agreed to sell (and license, as applicable) and ICG agreed to purchase (and license, as applicable) certain telecommunications Products, Services and Licensed Materials (all as defined in the Agreement); B. WHEREAS, on November 14, 2000 (the "Petition Date"), the ICG Entities filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Proceedings") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"); C. WHEREAS, Lucent filed proofs of claim in the Bankruptcy Proceedings asserting an unsecured claim in the amount of $84,376,701.00 (the "Claim"); D. WHEREAS, disputes exist between Lucent and ICG regarding title to certain of the Products delivered to ICG pursuant to the General Agreement, and obligations with respect to Services; E. WHEREAS, Lucent contends that ICG may not use certain Licensed Materials which have been delivered to ICG unless Lucent consents to the continued use of the Licensed Materials under the applicable licenses pursuant to which the Licensed Materials are used, and whereas ICG disputes this contention; and F. WHEREAS, the Parties desire to resolve and settle their differences concerning the Claims, the Licensed Materials and other issues between them; NOW, THEREFORE, in consideration of the following mutual terms, covenants and conditions, the Parties, and each of them, do hereby agree as follows: 1. On the effective date (the "Effective Date") of ICG's plan of reorganization (the "Plan"), pursuant to the Plan, ICG shall return to Lucent, free and clear of any and all liens, nine 5ESS switches and all associated Licensed Materials, software, equipment, components and accesso ries (collectively the "Switches") originally delivered to the following locations (the "Switch Sites"). Lucent shall be authorized to either remove the Switches with full cooperation by ICG (at Lucent's expense), or retain the Switches where presently located, at Lucent's sole discretion: Buffalo, New York Harrison, New Jersey Hartford, Connecticut Indianapolis, Indiana Memphis, Tennessee Orlando, Florida Philadelphia, Pennsylvania Phoenix, Arizona Portland, Oregon 2. On or before March 1, 2002, or such other mutually agreeable date, Lucent will advise ICG which, if any, executory contracts (the "Executory Contracts") related to the Switch Sites Lucent desires ICG to assume and assign to Lucent. Lucent shall be responsible for any cure costs associated with the assumption and assignment of the Executory Contracts. The Executory Contracts shall be assumed and assigned to Lucent pursuant to the Plan, effective as of the Effective Date. Lucent shall provide reasonable cooperation to ICG in connection with ICG's efforts to assume and assign the Executory Contracts. 3. On the Effective Date, ICG will deliver to Lucent a promissory note in the principal amount of $9,000,000 payable in 36 consecutive equal monthly installments bearing interest at the rate of 7% per annum, compounded quarterly (the "Note"). 4. Lucent shall receive $2,000,000 cash (the "Cash Payment") on the Effective Date. 5. Under the Plan, Lucent's Claim shall be deemed allowed against ICG Equipment, Inc. in the amount of $68,388,547.00. 6. On the Effective Date, Lucent shall be deemed to have released any claim for payment of any right-to-use fees in connection with Licensed Materials delivered by Lucent to ICG prior to the Petition Date and Lucent shall be deemed to consent to the assumption of the licenses pursuant to which ICG utilizes the Licensed Materials. 7. The General Agreement between Lucent and ICG will be deemed terminated. Lucent and ICG shall enter into a new mutually acceptable agreement providing for (a) ongoing rights and obligations with respect to the Licensed Materials, and (b) ongoing service and maintenance for equipment purchased from Lucent that remains owned by ICG. 8. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective agents, employees, heirs, successors, assigns, administrators, insurers, reinsurers, trustees, executors, receivers and legal representatives, whether a signatory hereto or not. 9. Waiver, Modification and Amendment. No provision hereof may be waived unless in writing and signed by the Party whose rights are thereby waived. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein (whether similar or not), nor shall such waiver constitute a continuing waiver unless otherwise expressly so provided. This Agreement may not be amended except for an instrument in writing signed on behalf of the Parties hereto. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws and rules applicable in the Bankruptcy Court for the District of Delaware. Where substantive law other than the Bankruptcy Code controls, this Agreement shall be governed by the laws of the State of New Jersey, other than its conflict of law rules. 11. Severability. In the event that any term or provision of this Agreement contradicts any term or provision of any other document, instrument or agreement between the Parties, the terms of this Agreement shall control. If any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, such provision shall be severable from all other provisions of this Agreement, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not be adversely affected or impaired, and shall thereby remain in full force and effect. 12. As a condition to the effectiveness of this Agreement, Lucent shall either (a) obtain and deliver to ICG the written consent of Anixter to this Agreement or (b) indemnify ICG for any claim related to this Agreement or its subject matter brought by Anixter. 13. Lucent hereby covenants that it shall support the Plan so long as it embodies this Settlement Agreement. 14. Conditions to Effectiveness. This Agreement shall become binding on the Effective Date. 15. Entire Agreement. It is expressly understood and agreed that this Agreement constitutes the entire understanding and agreement between the Parties hereto, and supersedes and replaces all prior negotiations, agreements or understandings between the Parties, whether written or oral, relating to the subject matter hereof. This Agreement may not be modified by the Parties except in writing signed by both Parties. Each of the Parties acknowledges and represents that no other Party or agent or attorney of any other Party has made a promise, representation, or warranty whatsoever, express or implied, not contained herein concerning the subject matter of this Agreement. Each Party acknowledges and represents that it has not executed this Agreement in reliance upon any promise, representation or warranty whatsoever not expressly set forth in this Agreement. 16. Representations of Authority. Subject to the effectiveness of the Plan with respect to ICG, the persons signing below each represent and warrant that they have the authority to enter into this Agreement on behalf of the Party on whose behalf they so sign. 17. Rights and Remedies Cumulative. The rights and remedies provided for in this Agreement or by law shall, to the extent permitted by law, be cumulative. 18. Counterparts. This Agreement may be signed in multiple counterpart copies, each of which shall constitute an original, with the same force and effect as if each of the Parties hereto has signed a single instrument. 19. Retention of Jurisdiction. The Bankruptcy Court retains jurisdiction to enforce, implement and interpret the terms and provisions of this Agreement, and the parties consent to such jurisdiction. IN WITNESS THEREOF, the undersigned Parties have executed this Agreement effective as of the date first set forth above. Lucent Technologies Inc. By: _____________________________ ICG Communications, Inc., by and on behalf of the ICG Entities By: _____________________________ Schedule 5.14 SETTLEMENT AGREEMENT This Settlement Agreement ("Agreement") is made and entered into as of this ___ day of ___________, 2002, by and between ICG Communications, Inc., by and on behalf of it and its subsidiaries and affiliates who are debtors in the Bankruptcy Proceedings (as defined below) (collectively, the "ICG Entities" or "ICG") and Cisco Systems, Inc., and Cisco Systems Capital Corporation (collectively, "Cisco") with reference to the following (as used throughout this Agreement, the term "Parties" refers to ICG and Cisco and the term "Party" refers to any one of the same): A. WHEREAS, prior to the commencement of the Bankruptcy Proceedings, ICG Equipment, Inc., and ICG NetAhead, Inc. (collectively, "ICG Equipment"), and Cisco entered into various agreements, including a Master Lease Agreement and related Equipment Schedules, pursuant to which ICG Equipment leased equipment (the "Equipment") from Cisco (together with all schedules attached thereto, the "Lease Agreements"), and nonexclusive, nontransferable agreements pursuant to which Cisco licensed certain software and related rights to ICG (the "Licenses"); B. WHEREAS, on November 14, 2000 (the "Petition Date"), the ICG Entities filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Proceedings") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"); C. WHEREAS, Cisco has asserted secured and unsecured claims in the Bankruptcy Proceedings exceeding in the aggregate $200 million (the "Claims"); D. WHEREAS, disputes exist between Cisco and ICG regarding title and interests with respect to certain of the Equipment, the validity of liens asserted against the Equipment by Cisco, and rights with respect to the Licenses; and F. WHEREAS, the Parties desire to resolve and settle their differences concerning the Claims, the Equipment, the Licenses and other issues between them; NOW, THEREFORE, in consideration of the following mutual terms, covenants and conditions, the Parties, and each of them, do hereby agree as follows: 1. On the effective date (the "Effective Date") of ICG's plan of reorganization (the "Plan"), pursuant to the Plan, ICG shall not contest Cisco's ownership of the Equipment located in Cisco-controlled warehouses, including without limitation the warehouse located at 4455 Reynolds Drive, Hilliard, Ohio ("Ohio Warehouse"). Commencing immediately on the Parties' execution of this Agreement, and continuing thereafter, any new equipment deliveries by Cisco to ICG, whether emanating from the Ohio Warehouse or otherwise, shall be upon such terms as mutually agreed upon by the Parties. 2. On the Effective Date, all Lease Agreements shall be deemed terminated, and ICG shall retain clear title to all of the Equipment it possesses, including equipment previously received from the Ohio Warehouse ("Transferred Equipment"). ICG shall pay, hereby indemnifies Cisco against, and shall hold Cisco harmless from, any property or use tax or taxes on the Transferred Equipment ("Property Tax") already assessed, or to be assessed, with respect to any period of time beginning on or after the date on which Cisco tendered delivery of such Transferred Equipment ("Transfer Date"). If a Property Tax has been, or is ever, assessed with respect to any period of time that begins before and ends on or after the Transfer Date, ICG shall pay, hereby indemnifies Cisco against, and shall hold Cisco harmless from, such Property Tax to the extent such period elapses on or after the Transfer Date. 3. As of the Effective Date, Cisco consents to assumption of the Licenses, pursuant to 11 U.S.C. ss. 365, by ICG Equipment. ICG and Cisco each acknowledge that they are bound by all terms and conditions of the Licenses, including that (a) such Licenses are nonexclusive, nonassignable, and nontransferable, (b) such Licenses are valid only upon ICG's satisfaction of the terms and conditions thereof, and (c) upon full payment of the Note and Cash Payment, as defined below, pursuant to the terms of the Licenses, ICG shall retain a non-transferable, perpetual (so long as ICG is not in breach), royalty-free license with respect to existing equipment owned by ICG as of the Effective Date and the software configuration maintained by ICG as of the Effective Date. 4. On the Effective Date, ICG Equipment will deliver to Cisco, in partial payment for the Licenses, an unsecured promissory note in the form attached hereto as Exhibit A, in the principal amount of $5.75 million, payable fifty percent (50%) on the first anniversary of the Effective Date and fifty percent (50%) on the second anniversary of the Effective Date, plus interest accrued at the rate of ten percent (10%) per annum (the "Note"). Pursuant to the Licenses, in accordance with the terms of the Lease Agreements, the Licenses shall be immediately termina ble by Cisco upon ICG's failure to provide the Cash Payment (as defined below) or comply with the terms of the Note. 5. On the Effective Date, ICG shall pay to Cisco $4.9 million in cash (the "Cash Payment") in partial payment for the Licenses. Upon Cisco's receipt of the Cash Payment and ICG's full performance of its obligations under the Note, Cisco shall be deemed to have received full payment for the Licenses. 6. Under the Plan, Cisco shall have an allowed general unsecured claim against ICG Equipment of $170 million. Upon entry of an order approving this Agreement and allowing Cisco's claim as discussed in the preceding sentence, Cisco shall be deemed to have withdrawn any proof of claim filed in the Bankruptcy Proceedings. 7. Releases. (a) On the Effective Date, except as provided in paragraphs 4 and 5 of this Agreement, the Note, and those agreements now or hereafter in effect between the Parties and continuing after the Effective Date (the "Continuing Agreements"), Cisco shall be deemed to have released and forever discharged ICG from any and all claims (including any other claim for payment in connection with the Licenses, and any other claim for payment in connection with prepetition obligations), damages, demands, debts, attorneys' fees, loss of services, costs, expenses, compensation, rights of action and causes of action, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, and suits of any kind or nature, whether in tort, contract or equity, and any and all other claims, counterclaims, defenses, rights of set-off, demands and obligations of whatsoever kind, nature, or description, known or unknown which Cisco may have as of the Effective Date against ICG (or any of its related entities) arising out of or relating to the Equipment, Lease Agreements, Licenses, software, or business relationship (collectively, "Cisco Released Claims"). Cisco represents that it has not assigned or transferred any Cisco Released Claims. (b) On the Effective Date, except as provided in para graphs 4 and 5 of this Agreement, the Note, and the Continuing Agreements, ICG shall be deemed to have released and forever discharged Cisco from any and all claims (including any claim for payment in connection with prepetition obligations), damages, demands, debts, attorneys' fees, loss of services, costs, expenses, compensation, rights of action and causes of action, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, and suits of any kind or nature, whether in tort, contract or equity, and any and all other claims, counterclaims, defenses, rights of set-off, demands and obligations of whatsoever kind, nature, or description, known or unknown which ICG may have as of the Effective Date against Cisco Systems, Inc. or Cisco Systems Capital Corporation arising out of or relating to the Equipment, Lease Agreements, Licenses, software, or business relationship (collectively, "ICG Released Claims"). ICG represents that it has not assigned or transferred any ICG Released Claims. (c) ICG and Cisco hereby acknowledge that it is their intention that, upon execution by all parties, this Agreement shall be effective as a full and final accord and satisfaction and settlement of, and as a barrier to each and every Cisco Released Claim and ICG Released Claim, respectively, heretofore referred to and released, which ICG and Cisco respectively have or have had against ICG or Cisco or their releasees, respectively. In connection with such waiver and relinquishment, the Parties acknowledge that they are aware that they or their attorneys may hereafter discover facts different from the facts which they know or believe to be true with respect to the subject matter of this Agreement, but that it is their intention hereby to fully, finally, absolutely, and forever settle any and all claims, disputes and differences which do now exist, may exist, or heretofore have existed between them (except as set forth in paragraph 7(d)), and that in the furtherance of such intention the general releases herein given by the Parties shall be and shall remain in effect as a full and complete general release notwithstanding the discovery of any such different or additional facts. Therefore, the parties acknowledge that they each have been informed by their attorneys and advisors of (and that they are familiar with) Section 1542 of the Civil Code of the State of California, or other law of similar import in other jurisdictions, to the full extent that they may lawfully waive all rights and benefits pertaining to the subject matters of this Agreement. (d) Subparagraphs 7(a), (b) and (c) do not apply to: (i) any claims or rights for enforcement of the terms of this Agreement, the Note, the Continuing Agreements or (ii) the Parties' obligations pursuant to the terms of this Agreement, the Note or the Continuing Agreements. 8. On, or as soon as practicable after the Effective Date, Cisco shall withdraw and/or release all UCC financing statements it filed in connection with the Lease Agreements and/or Licenses. 9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective agents, employees, heirs, successors, assigns, administrators, insurers, reinsurers, trustees, executors, receivers and legal representatives, whether a signatory hereto or not. 10. Waiver, Modification and Amendment. No provision hereof may be waived unless in writing and signed by the Party whose rights are thereby waived. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein (whether similar or not), nor shall such waiver constitute a continuing waiver unless otherwise expressly so provided. This Agreement may not be amended except for an instrument in writing signed on behalf of the Parties hereto. 11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws and rules applicable in the Bankruptcy Court for the District of Delaware. Where substantive law other than the Bankruptcy Code controls, this Agreement shall be governed by the laws of the State of California, other than its conflict of law rules. 12. Severability. In the event that any term or provision of this Agreement contradicts any term or provision of any other document, instrument or agreement between the Parties, the terms of this Agreement shall control. If any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, such provision shall be severable from all other provisions of this Agreement, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not be adversely affected or impaired, and shall thereby remain in full force and effect. 13. Cisco hereby covenants that it shall support the Plan so long as it embodies this Settlement Agreement. The Parties shall, to the greatest extent practicable, pursue approval of the terms of this Agreement through the Plan. 14. Conditions to Effectiveness. This Agreement shall become binding on the Effective Date. 15. Entire Agreement. It is expressly understood and agreed that this Agreement constitutes the entire understanding and agreement between the Parties hereto, and supersedes and replaces all prior negotiations, agreements or understandings between the Parties, whether written or oral, relating to the subject matter hereof. This Agreement may not be modified by the Parties except in writing signed by both Parties. Each of the Parties acknowledges and represents that no other Party or agent or attorney of any other Party has made a promise, representation, or warranty whatsoever, express or implied, not contained herein concerning the subject matter of this Agreement. Each Party acknowledges and represents that it has not executed this Agreement in reliance upon any promise, representation or warranty whatsoever not expressly set forth in this Agreement. 16. Representations of Authority. Subject to the effectiveness of the Plan with respect to ICG, the persons signing below each represent and warrant that they have the authority to enter into this Agreement on behalf of the Party on whose behalf they so sign. 17. Rights and Remedies Cumulative. The rights and remedies provided for in this Agreement or by law shall, to the extent permitted by law, be cumulative. 18. Counterparts. This Agreement may be signed in multiple counterpart copies, each of which shall constitute an original, with the same force and effect as if each of the Parties hereto has signed a single instrument. 19. Retention of Jurisdiction. The Bankruptcy Court retains jurisdiction to enforce, implement and interpret the terms and provisions of this Agreement, and the parties consent to such jurisdiction. The Parties agree that an action relating to such enforcement, implementation or interpretation of this Agreement constitutes a core proceeding pursuant to 28 U.S.C. ss. 1334 and waive any right to a jury trial thereon. 10
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IN WITNESS THEREOF, the undersigned Parties have executed this Agreement effective as of the date first set forth above. Cisco Systems, Inc. By:_________________________________ David A. Holland Vice-President, Treasurer Cisco Systems Capital Corporation By:_________________________________ David A.Rogan President ICG Communications, Inc., by and on behalf of the ICG Entities By:_________________________________ Name Title SCHEDULE 7.1 NON-EXCLUSIVE SCHEDULE OF CONTRACTS TO BE ASSUMED [Enlarge/Download Table] ICG Communications, Inc. Listing of Executory Contracts and Unexpired Leases To be Assumed ----------------------------------------------------------------------------------------------------------------------------------- Non-Debtor Party to Lease/Contract ----------------------------------------------------------------------------------------------------------------------------------- Address ----------------------------------------------------------------------------------------------------------------------------------- Name Street ----------------------------------------------------------------------------------------------------------------------------------- 10 Parkway Plaza Associates Two First Union Centre 301 South Tryon ST: STE 1910 1000 Atlantic Avenue/Aegis Corporate Services 101 Linden Street 1001 Euclid Associates Company, Ltd 1015 Euclid Ave, 6th Floor 1001 Euclid Associates Company, Ltd 1015 Euclid Ave, 6th Floor 1052 West Peachtree, LLC 3101 Towercreek Parkway, Suite 700 111 Dayton Association LTD 111 West First Street 11601 Wilshire Associates 11601 Wilshire 1200 Wilshire Building, Ltd 1200 Wilshire Blvd. 12039 W. Alameda Parkway AmCap/Denver Limited Partnership c/o AmCap Properties, Inc 201 Steele Street, Suite 201 129 W. Trade Street, L.L.C. 129 W. Trade St., Suite 1510 130 West Second Ltd. 130 West Second Street, Suite 628 1331 17th Inc 865 South Dixie Dr. 1331 17th Street, Inc. 1331 17th Street, Ste 511 1340 Old Bayshore Associates 1338 Bayshore Highway 13857 Hawthorne Blvd. Land Trust 13857 Hawthorne Boulevard 161 Inverness Drive West 1655 Walnut Street, LLC c/o Gibbons-White, Inc. 2305 Canyon Blvd, Suite 200 1700 I Street Associates 660 Commerce Dr., Suite A 17Th Street Plaza Realty Holding Seventeenth Street Plaza P.O. Box 99713 1800 NE Loop 1800 NE Loop, Suite 410 1903 S. Broadway Company c/o Hamilton Real Estate, Inc 400 South Broadway, Suite 100 1940 Blake St, Ste 301 200 North Third Ave P.O. Box 1394 2060 Broadway Suite 250 2100 West Loop South Suite 1200 2221 Bijou Limited Liability Company c/o Fieldhill Properties P.O. Box 158 2450 South Trust Tower 280 Associates, L.L.C. Common Use Agreement 30 P-Park, LLC P.O. Box 720593 300 Market Street Partnership 300 Market Street 3000 Pearl Street Boulder 3000 Pearl Street 3222 Winona Bldg., LLP 1072 Town and Country Rd. 3310 West End, LLC P.O. Box 640754 3411 Investments 3411 Office Park Drive 3825 Newport Street 2500 Cessna Drive 3875 Wilshire Company 3875 Wilshire Blvd 3rd St. LTD 5777 Central 410 Seventeenth Street Corp 410 17th Street, Suite 580 519 Carolina 519 Carolina 55 Almaden Bouelvard Partners c/o Wolf Sesnon Buttery, Acct# 100036 11828 La Grange Ave., Ste 200 5901A Peachtree-Dunwoody Road C/O Palisades One 5901-B Peachtree Dunwoody Road Suite 555 5th Avenue Professional Center c/o Quatro Property Management 1770 4th Street 6060 Partnership 4875 Pearl East Cr., #300 6310 Fairview Road 6310 Fairview Road 6401 Morrison Boulevard 6401 Morrison Boulevard 641 Mission Street Partners 116 Mission Street 65 Public Square Associates One South Main Street 700 Prospect Corporation 700 Prospect Ave 707 L.L.C. or 2850 L.L.C. Bigger Rd. & I-675 North (Carriage Trace Condos) 717 S Wells, LLC 111 East Wacker Drive, Suite 1220 75 Broad LLC P.O. Box 828613 770 L Street Investment Group, Inc. c/o Jones Lang LaSalle Americas, Inc. 770 L Street, #1040 8670 Property Partners LTD 8670 Wilshire Blvd. 888 Craycroft Properties 7070 N. Oracle Rd., Suite 208 910 Associates, Inc. The University Building 910 16th Street, Suite 500 9100 San Pedro Avenue 9100 San Pedro Avenue 9174 S. Jamaica Vyvx, Inc. 111 East 1st Street 96 Inverness LP 96 Inverness Drive East Business Park 9620 Chesapeake Building 225 Stevens Ave., Ste 201 c/o Ashcraft Investment Co Academy Travel Network Accelerated Bureau of Collections Inc 5295 DTC Parkway Access Developer 6150 Lusk Blvd Access Developer 6150 Lusk Blvd Access Transmission Services 2270 LAKESIDE BOULEVARD 41103/882 ACF Plaza 3325 Wilshire Blvd., Suite 1305 ACF Properties 1675 Larimer, #440 ACI P.O. Box 6269 Action Instruments 8601 Aero Drive Action Investments 8601 Aero Drive Actors Theatre of Louisville, Inc. 316 West Main Street Actors Theatre of Louisville, Inc. 316 West Main Street Adaptec 1951 South Fordham Street ADC SAVILLE Adkisson Vibeke 2095 W Hampden Ave Adler Office Associates, Ltd. 7925 N.W. 12th Street, Suite 118 ADS Switch Partners, LLC c/o Colliers International 1610 Arden Way, Suite 242 ADT Security Systems, Inc. 14201 East Public Market Drive Advanced Property Management & Leasing 1021 West Bastanchury Road, Suite 171 Adventure Unlimited 5201 South Quebec Street AEP COMMUNICATIONS LLC ONE RIVERSIDE PLAZA AEP Communications, LLC One Riverside Plaza Aero Industrial P.O. Box 12010 Ref Code #010AI-D117 Aero Park Associates c/o Foster Management Company 8401 Aero Drive #2 Aetna Life Insurance Co. Reliance Development Grp. 1670 Broadway, #3325 Aetna Life Insurance 1670 Broadway, Suite 2560 Unit Ref# 1670-ICG-CU Aetna Life Insurance Co. 6101 Carnegie Blvd. Affiliated Medical Practices 777 N. High Street Affordable Travel 5407-B Clay Avenue Aggreko, Inc. 4820 Forest St., Unit B AGT International Inc. BDSI Inc D/B/A Beechwood 700 Ackerman Rd. AIG Life Insurance Co 1225 17th Street, Ste 1690 Alameda Credit Union 2413 Webb Avenue Alameda Real Estate Investments 1150 Marina Village Pkwy., # 100 Alamo Management 3201 Cherry Ridge, #210 Alexander Street Investors, LLC c/o Tuscan Development II, LLC P.O. Box 9477 All Crane Erection & Rental Inc 16891 Brookpark Rd All State Management Co 4911 Caroline Drive ALTA Broadcasting 190 Park Center Plaza, #200 AmCap/Denver Limited Partnership 1281 E. Main Street American Baptist Churches of the Pacific Southwest 970 South Village Oak c/o Mark Anderson & Associates American Electric Power 215 N. Front Street American Housekeeping 625 Yuma Ct American Humane Association 63 Inverness Drive East AMERICAN RECOVERY SERVICE, INC P.O. Box 261172 AMERICAN TELECONFERENCING SERVICES, INC. 2221 EAST BIJOU, SUITE 100 America's First Federal Credit Union 1200 4th Avenue N Ameritech / Prism Ameritech Information Industry Srvs The Ohio Bell Telephone Company c/o Bankruptcy Collection 722 N Broadway, 11th Floor Amerivoice Corporation 572 West Marke Street, Suite 6 AmSher Collection 1816 3rd Ave Amstar Denver Ltd., 1050 Seventeenth Street, Ste 1610 Anderson Family Trust 19047 San Jose Ave Andrew Earl Karsh 1931 Vereda Ct Andrews-Bloom Investments LP c/o Liberty Bank P.O. Box 431 Anemone Properties Associates, L.P. 6300 South Syracuse Way, Suite 110 ANS Communications, Inc. 100 MANHATTANVILLE ROAD Anthony J. Kutschera c/o Feinstein/Kutschera P.O. Box 1867 Apollo-Pacifica, LLC 4556 Industrial Pkwy. ARAG Group 400 LOCUST ST, SUITE 480 Aragon, Debra 161 INVERNESS DR. WEST Arapahoe & Revere Business Center LLC 1512 Larimer Street Arapahoe & Revere Business Center LLC 1512 Larimer Street Arden Landmark, L.L.C. P.O. Box 2303 Department 161 Arden Realty Limited Partnership P.O. Box 7636 Arden Realty, Inc. 555 North Lane, Ste 6138 Arena Group 2000, LLC 3500 Sports Arena Blvd. Argora Properties, LP c/o Preidio Commercial Services, L.P. 534 Kansas Avenue, Suite 1105 Art Letich Realtors 4535 30th Street Artesia Data Systems, Inc. 4429 Hamann Pkwy. Arthur Bros Investment Co P. O. Box 98 Arts Center Foundation 126 North Main Street Arts Center Foundation 126 North Main Street Arunee & John Pattaphongse 111 East 10th Street Asean Telecom 17955 SUNRISE DRIVE Ashford Loop Associates, L.P. P.O. Box 23229 Ashisk Vibhakar C/O Ketan Parekh, 23639 Hawthorne Blvd., Suite 300 Ashley Weyland 601 E. Hampden, Suite 590 Aspen Properties LP 2951 E La Palma Ave Assistance League of Huntington Beach 8071 Slater Ave AT&T 32 AVENUE OF THE AMERICAS AT&T COMMUNICATIONS, INC 32 AVENUE OF THE AMERICAS Atomic Investments, Inc. 3200 B4-2 Highland Avenue Atrium Properties, LLC 12062 Valley View, Suite 125 Augustus Properties 215 W. Alameda Avenue Auraria Foundation Campus Box 00A, P.O. Box 173361 Auraria Higher Education Center Campus Box 00A, P.O. Box 173361 AVCO Center Corporation 10850 Wilshire Blvd Aweida Investment 1644 Conestage St, Ste 7 B. Donald Grant 10573 W. Pico Boulevard, Suite 858 Balco Properties 925 Ygnacio Valley Road Bank Building Limited Partnership, NW 55 Marietta Street, NW Suite 1555 Barber Dairies, Inc. 36 Barber Court Barber Dairies, Inc. 36 Barber Court Barber Dairies, Inc. 36 Barber Court Barber Dairies, Inc. 36 Barber Court Barber Dairies, Inc. 36 Barber Court Barber Dairies, Inc. 36 Barber Court Barclays American Corporation 201 South Tryon Street Barry Avenue Plating Co., Inc. 2210 Barry Avenue Batavia Investors LLC 26515 Dapple Grey Drive Bath Technology Associates P.O. Box 3515 Bath Technology Associates P.O. Box 3515 Bay 511 Corp 560 Davis Street Bay 511 Corp 560 Davis Street Bay 55 Corporation Bay Area Professional 7101 S. Padre Island Drive BayView Center 1475 6th Avenue BCI Properties Company # 44 4101 Stuart Andrews Boulevard BCI Properties Company # 44 4105 Stuart Andrews Boulevard BCI Properties Company # 44 4109 Stuart Andrews Boulevard BCI Properties Company # 44 4201 Stuart Andrews Boulevard BCI Properties Company # 44 4205 Stuart Andrews Boulevard BCI Properties Company # 44 4209 Stuart Andrews Boulevard BCI Properties Company # 44 4215 Stuart Andrews Boulevard BCI Properties Company # 44 4301 Stuart Andrews Blvd BCI Properties Company #44 4321 Stuart Andrews Blvd BCI Property Co. No. 10 1901 Roxborough Road BCI Property Company # 10 6525 Rexford Road BCI Property Company # 11 2001 Rexford Road BCI Property Company # 111 4201 Congress Street BCI Property Company # 21 2115 Rexford Road BCI Property Company # 43 2101 Rexford Road BDSI d/b/a Beechwood Intercom 100 Walnut Avenue Beechcroft Building Partnership 5795 Beechcroft Road Beerman Realty Company 11 West Monument Building Belk Brothers Properties Inc., 2801 West Tyvola Road Bell Atlantic-Virginia Inc. c/o Bell Atlantic Corporation 1095 Avenue of the Americas, 40th Floor Bell South Interconnection Services 600 North 19th Street, 9th Floor BellSouth Telecommunications Inc. 600 North 19th Street, 9th Floor BellSouth Telecommunications Inc. 3535 Colonnade Parkway, Room E4E1 Benjamin Ford 5010 Market Street Benjamin Ford 5010 Market Street Bernstein Investments BetaWest-Scanticon Joint Venture c/o BetaWest Properties, Inc. 1999 Broadway, Ste 2000 Beutler Heating and Air, Inc. 9605 Oates Dr Beverly Hills Center, LLC c/o Univision Center 2323 Bryan St, #2020 Bijou LTD Liability Co. P.O. Box 158 Birmingham Realty Company Attn: Accounting Dept. 27 Inverness Center Parkway Bitro Telecom 600 WILSHIRE BLVD, SUITE 1530 Bixby Ranch Company 3020 Old Ranch Parkway BJCC Authority 950 22nd Ave North, Ste 200 Blue Cross Blue Shield 2060 East 9th Street Blue Cross of California 21555 Oxnard Street Bluegrass Office Building 2108 Plantside Drive BMC Properties, LLC 3434 47th Street, Suite 220 Bo Gustafson 2124 El Camino Real, Suite 202 Bob Dean/Beliste Building 350 3rd Street, Suite 215 Boettcher Bldg LP c/o O'Connell Management Co Inc 500 Victory Rd Bolsa Business Park Management 5151 Oceanus Dr BOMCM/Village Hillcrest, LP P.O. Box 51378 BOS Properties 2655 Camino Del Rio North, Suite 100 Boulder and Left Hand Irr Co, The BOULEVARD MEDIA, INC. 1905 SHERMAN STREET Boulos Property Management October Corporation One Canal Plaza, 5th Floor Boyd Enterprises Utah, L.L.C. 1946 E Edinger Bradbury Family Partnership P.O. Box 256 Brandywine Operating Partnership, LP P.O. Box 828104 Brannan Partners LP 274 Brannan Street, Suite 603 BRE/MAXUS LLC 717 North Harwood Street, Suite 2780 Brent Bolken c/o Spectrum Property Management 4275 Executive Square, Suite 100 Brewer-Garret Company 6800 Eastlan Road Brewer-Garret Company 6800 Eastlan Road Bridgewater Place LLC c/o Old Kent Bank P.O. Box 2361 Bright Properties West 600 W. Broadway, Suite 1540 Britannia Hacienda I L.P. c/o Britannia Management Services Inc. 1939 Harrison Street, Suite 715 Brommel Properties c/o Ameriland Realty 1038 N Tustin, #600 Brontel-Bearing Bronze Co., 9314 Elizabeth Avenue Brookwood L.L.C. 2450 South Trust Tower Broomfield Tech Center Corporation Bryan Reed Company 209 South 19th Street BRYON SELL, KRISTINE SELL, TYRON SELL & MISTY SELL P.O. BOX 2872 Buell W. Stone 810 Jamacha Road Burlington Northern Santa Fe Railway Co. P.O. Box 1738 Burns Enterprises, Inc. 100 Inverness Terrace East Busch Properties 1105 Schrock Road Bushnell Investments, Inc. 1 S. Limestone St., Suite 1000 Butler-Johnson Corporation 1480 Nicora Avenue Byron Sell, Kristine Sell, Tyron Sell & Misty Sell P.O. Box 2872 Byron, Kristine, Tyron & Misty Sell P.O. Box 2872 C. K. Southern Associates 301 South College Street C.B. Investments 3601 Treadwell Drive C.S. Municipal Airport 7770 Drennan Road c/o Anastasi Realtors 1312 Aviation Blvd., c/o Brookwood Management Company, Inc. 1201 South Main Street, Ste 220 c/o John Stewart & Company 2310 Mason Street C3 Comm/Fortuna 2600 Via Fortuna C3 Comm/Fortuna 2600 Via Fortuna C3 COMMUNICATIONS 2600 VIA FORTUNA, SUITE 500 C3 COMMUNICATIONS 2600 VIA FORTUNA, SUITE 500 C3 COMMUNICATIONS 2600 VIA FORTUNA, SUITE 500 C3 COMMUNICATIONS 2700 VIA FORTUNA CAC Real Estate 330 Townsend St Cahners Publishing 8878 Barrons Boulevard California Institute of Technology 1200 East California Blvd Booth 105 California Pharmacists Inc 1112 I St California Workspace 3050 Fite Cir #101 Callidus Software Inc. 160 W Santa Clara St., Suite 1400 Cambridge Realty Group, Inc. 314 E. Commerce St. Camelot Real Estate 1192 35th Ave. Cameron Harris 6400 Fairview Road Cameron M. Harris 6324 Fairview Road Canal Place Ltd. 520 South Main Street, Suite 2511 Canal Place Ltd. 520 South Main Street, Suite 2511 Canal Place Ltd. 520 South Main Street, Suite 2511 Canyon Investments 2500 Marconi Avenue Capital & Counties c/o Charles Dunn RE Services 800 W. Sixth Street, Ste 600 Lease# t0005569 Capital Foresight 820 Sixteenth Street, Suite 400 Capital View Center Condominium Association 1301 South Capital of Texas Hwy CARDINAL MANAGEMENT CORPORATION 6231 LEESBURG PIKE Carlsbad Commerce Center c/o SZ Real Estate Management Services 2185 Faraday Avenue Carmel Country Plaza, LP c/o American Assets Inc 11455 El Camino Real Ste 200 Carriage Services Corporation 500 S.W. 100 th Street Carriage Trace, Inc. 6089 Singletree LN Carson Industrial Park Associates 515 S Flower St Cascade Plaza Associates, LLC Cascade Plaza Associates, L.L.C Attn: Patty Moutes One Cascade Plaza, 1st Floor Cascades Denver Corporation 6300 South Syracuse Castle Hills Church Northwest 9750 Huebner Road Catellus Corporation 555 Capitol Mall, Suite 215 Catellus Development Corporation 304 S Broadway, 4th Floor Catlin Properties, Owner Agent 707 17th St Ste 3120 CB Richard Ellis, Inc Management Office 600 W. Seventh Street CBIF VI, No. 1 Co. c/o CB Commercial Realty Advisors 535 South Fremont Avenue CBIZ PROPERTY TAX SOLUTIONS, INC. P.O. Box 2798 CC Drs Medical Bldg. Condo Assoc. Inc 3301 S. Alameda CCMI PO BOX 98067 CCS Assets Investments (Jendy and Sprague) 645 Lockhill-Selma Center Denver Industrial Associates 789 Sherman, Denver, CO Center for Communications Management Information 11300 Rockville Pike Centoff Realty Company, Inc. c/o Koger Real Estate Services, Inc. 278 Franklin Rd, Suite 100 Centoff Realty Company, Inc. c/o Koger Real Estate Services, Inc. 278 Franklin Rd, Suite 100 Central Bank National Association 1515 Arapahoe Street Central Building Associates, LLC c/o Tiarna Real Estate Services, Inc. 436 14th Street, Suite 130 Central Colorado Mgmt Owner Representatives 617 N 17th St Ste 201 Central Power & Light Company P.O. Box 24404 Att. Remittance Processing Customer #10002921 Central Power & Light/ CSWS 212 E 6th Street Central Power and Light Company 539 N. Carancahua Street Century Plaza Company 36 Barber Court Champions LLC c/o Graham & Co. 2200 Woodcrest Place, Suite 210 Charles & Sandra Metzger P. O. Box 19417 Charles Coben 8615 Marbach Charles Coben 8111 Meadow Leaf Charles Coben 8615 Marbach CHARLES J LOMBARDO 5615 CLOVERLEAF PKWY Charles J. Lombardo 5615 Cloverleaf Parkway Charles Schwab & Company 120 Kearney Street, #18-147 Charles Schwab Trust Company 425 Market Street 77th Floor Charter Communications 199 S. Los Robles Avenue Chartwell Limited Partnership II 3735-B Beam Road Chattanooga Bank Associates Attn : Marsi McLaughlin 737 Market Street, Suite 400 Chen International Publications USA, Inc. 870 Monterey Pass Road Cherry Creek Mortgage (David Kofoed) 18516 Beach Blvd., Huntington Beach, CA Cherry Tree, LLC Acct# CHERRY-0020-CH0020 c/o Hogy Real Estate, LLC, Dept 515 China Basin Landing, Ltd. 185 Berry Street, Suite 140 Chippendale Office Park 4811 Chippendale Drive Chrisman Construction CIGNA 3900 E. MEXICO AVENUE, RTNG 391 Cincinnati Bell Long Distance 201 E 4th St Cincinnati Bell Telephone Co 201 EAST FOURTH STREET Cincinnati Bell Telephone Company P.O. Box 2301 CITY & COUNTY OF DENVER 144 W. COLFAX AVE., PO BOX 17440 CITY & COUNTY OF DENVER Attn: City Attorney's Office., 1437 Bannock, Rm 353 City & County of San Francisco City & County of San Francisco 875 Stevenson St, Ste 460 CITY AND COUNTY OF DENVER 333 WEST COLFAX., SUITE 450 City Centre Partners c/o Heitman Properties LTD as Managing Agent 770 L Street City Mall 948 11th Street, Suite 11 City of Akron 146 South High Street, Suite 900 City of Akron 146 South Street, Suite 900 CITY OF ALAMEDA BUREAU OF ELECTRICITY PO BOX H, 2000 GRAND ST City of Alameda Bureau of Electricity P.O. Box H, 2000 Grand St. City of Anaheim Public Utilities Dept 201 S Anahheim Blvd, Suite 1100 City of Anaheim, City Clerk 200 S Anaheim Blvd City of Atlanta DEPT OF LAW 680 Mitchell Street, Suite 1400 City of Atlanta Comm of Public Works 55 Trinity Avenue SW City of Aurora 1470 South Havana Street, #212 CITY OF AUSTIN C/O ELECTRIC UTILITY DEPT., 721 BARTON SPRINGS ROAD City of Austin C/O Electric Utility Dept 721 Barton Springs RD City of Beachwood 2700 Richmond Rd City of Birmingham Department of Law 710 North 20th St City Hall, 6th Floor City of Broadview Heights 8938 Broadview Road City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City Of Charlotte 600 East Fourth Street City of Cincinnati 801 Plum Street - Room 214 CITY OF COLORADO SPRINGS P.O. Box 1575 City of Colorado Springs Office of the City Attorney City of Colorado Springs 224 E Kiowa St City of Colorado Springs 224 E Kiowa St City of Colorado Springs 224 E Kiowa St City of Columbia 1737 Main Street, P.O. Box 667 City of Corpus Christi 1201 Leopard Street Post Office Box 9277 City of Dallas City Hall City of Dublin c/o Baker & Hostetler, LLP 65 East State Street Capitol Square, Suite 2100 City of Fairlawn DEPARTMENT OF FINANCE 3487 S SMITH RD CITY OF GARFIELD HEIGHTS 5407 TURNEY ROAD CITY OF GLENDALE 950 S BIRCH CITY OF GREELY 1000-10TH STREET CITY OF GREELY 1000-10TH STREET CITY OF GREENWOOD VILLAGE BARBARA SMITH, CITY CLERK 6060 SOUTH QUEBEC STREET City of Greenwood Village 6399 S Fiddlers Green Cir CITY OF HOMEWOOD P.O. Box 59666 CITY OF HOMEWOOD P.O. Box 59666 CITY OF HOUSTON CITY HALL ANNEX 900 BAGBY ST, 4TH FL CITY OF INDEPENDENCE 6800 BRECKSVILLE ROAD CITY OF IRWINDALE 5050 NORTH IRWINDALE AVE CITY OF IRWINDALE 5050 NORTH IRWINDALE AVENUE CITY OF LAFAYETTE 1290 SOUTH PUBLIC ROAD CITY OF LAFAYETTE City Administrator, City of Lafayette, 1290 South Public Rd CITY OF LAKEWOOD 445 SOUTH ALLISON PARKWAY CITY OF LAKEWOOD 445 SOUTH ALLISON PARKWAY CITY OF LITTLETON 2255 WEST BERRY AVE CITY OF LITTLETON 2255 WEST BERRY AVE CITY OF LONGMONT ATTN: TELECOMMUNICATIONS MGR 1100 SOUTH SHERMAN STREET CITY OF LONGMONT POWER & COMMUNICATIONS DEPT 1100 SOUTH SHERMAN STREET CITY OF LOS ANGELES DEPT OF WATER & POWER 111 N HOPE STREET ROOM 221 P.O. BOX 111 CITY OF LOS ANGELES WATER & POWER DEPT P. O. Box 51212 CITY OF MAYFIELD HEIGHTS 6154 MAYFIELD ROAD CITY OF OAKLAND 505 14TH STREET STE 609 CITY OF PALO ALTO 250 HAMILTON AVENUE CITY OF PALO ALTO DEPT OF PUBLIC WORKS SENIOR ASSISTANT CITY ATTORNEY P. O. Box 10250 CITY OF PARKER 20120 E MAIN ST CITY OF PARMA 6611 RIDGE ROAD CITY OF SAN ANTONIO P. O. Box 839966 City Of Santa Monica 2525 Michigan Avenue, Suite B1 CITY OF SEVEN HILLS 7325 SUMMITVIEW DRIVE CITY OF SEVEN HILLS 7325 SUMMITVIEW DRIVE CITY OF TERRELL HILLS 5100 NORTH NEW BRAUNFELS ROAD CITY OF TORRANCE 3031 TORRANCE BOULEVARD CITY OF TORRANCE 3031 TORRANCE BLVD CITY OF VESTAVIA HILLS 513 MONTGOMERY HWY CITY OF WESTMINSTER 4800 WEST 92ND AVENUE City Treasury Supervisor City Hall Annex, 506 Dolorosa Civic Center Office Investors, LLc c/o Matteson Realty Services 675 N. 1st , Suite 725 CJ Figone 420 17th Street CKZ Limited Liability Company 3101 Iris Avenue, Suite 220 Cleveland Center Investors I, LLC c/o Kennedy-Wilson Ohio Management Inc. 1375 E 9th St Ste 2250 Clocktower Properties, LLC c/o Trammell Crow; Unit Ref#559999RCU 14231 East 4th Ave. #300 Clocktower Properties, LLC c/o Trammell Crow; Unit Ref#559999RCU 14231 East 4th Ave. #300 Clocktower Properties, LLC c/o Trammell Crow; Unit Ref#559999RCU 14231 East 4th Ave. #300 Clocktower Properties, LLC c/o Trammell Crow; Unit Ref#559999RCU 14231 East 4th Ave. #300 Clocktower Properties, LLC c/o Trammell Crow; Unit Ref#559999RCU 14231 East 4th Ave. #300 Clocktower Properties, LLC c/o Trammell Crow; Unit Ref#559999RCU 14231 East 4th Ave. #300 Clocktower Properties, LLC c/o Trammell Crow; Unit Ref#559999RCU 14231 East 4th Ave. #300 Cloughton Investments 2850 Serendipity Circle West, Suite 100 CM Federal, LP c/o AIRE Financial Corporation 60 Federal Street # 308 CMD Realty Investment Fund LP 9785 Maroon Circle, Suite 350 CoBank 1965 E. 6th St., Cleveland, OH COBRAHELP 1620 HIGH STREET Coleman Center Investors LLC c/o CBA Property Management, Inc. 11050 Santa Monica Blvd, Suite 150 Colleen Kroha 1000 Paloma Dr Colliers International P.O. Box 5878 Colliers International 1100 Superior Avenue Colliers International Attn Property Management Department The Diamond Building, 1100 Superior Avenue Colorado Community First National Bank 890 West Cherry Street Colorado Department of Transportation 4201 E Arkansas Colorado National Bank 950 17th Street, Suite 1250 Colorado Springs Utilities 215 Nichols Blvd Colorado Springs Utilities 215 Nichols Blvd COLORADO STATE UNIVERSITY E-103 GLOVER BUILDING COLORADO STATE UNIVERSITY E-103 GLOVER BUILDING Columbia / Columbine Psychiatric Center 8565 S Poplar Way Columbia / North Suburban Medical Center 9191 Grant Columbia / Swedish Medical Center 501 East Hampden Ave Columbia Medical Building, A Bancap Property 2840 Long Beach Blvd., Columbia/Aurora Presbyterian Hospital 700 S. Potomac Columbia/Aurora Regional Medical Center 1501 S. Potomac Columbia/Bethesda Campus 4400 E. Iliff Columbia/Centennial Healthcare Plaza 14100 E. Arapahoe Columbia/Rose Medical Center 4567 East 9th Avenue Columbus Central Properties c/o CB Richard Ellis Dept L, Lock Box 2218 COLUMBUS SOUTHERN POWER CO AMERICAN ELECTRIC POWER SRVC CORP 1 RIVERSIDE PLAZA COMMUNICATION SYSTEMS DEVELOPMENT, INC 450 PRYOR BOULEVARD PO BOX 10 COMPUTER BASICS, INC. 1121 OLD CONCORD ROAD COMPUWEB, INC. 1160 SUNNY SIDE ST, STE 5 Concordic LTD. 655 Richland Hills CONNECT COMMUNICATIONS INC 3464 FUCHSIA ST CONNECT COMMUNICATIONS INC 3464 FUCHSIA ST Constellation Properties 518 17th Street COPYRIGHT CLEARANCE CENTER INC 222 ROSEWOOD DR Corban Communications, Inc. P.O. Box 225264 Cornerstone Denver, LLC 1700 Lincoln St Ste 2500 c/o Hines Cornerstone Properties II, LLC 2 N. 2nd Street, #250 Cornerstone Real Estate Advisers, Inc. c/o Spectrum Properties 230 South Tryon Street, Suite 230 Corporate Express Real Estate Inc., 525 Interlocken Blvd Cortney Court Partners 18030 Cortney Court Cotton Club Bottling & Canning Co. 4922 East 49th Street Cottonwood Square Partnership 2729 S. Lakeridge Trail COUNTY OF MECKLINBURG TAX COLLECTOR P.O. BOX 32247 Coury Properties, Inc. Attention: Paul Coury 1350 S. Boulder, Suite 500 Cousins Properties, Inc 2500 Windy Ridge Parkway, Suite 1600 Crescent Real Estate Funding I, LP 4643 South Ulster Street, Suite 1140 Crown Enterprises, Inc. (Kee Logistics, Inc.) 6600 Busch Blvd., Columbus, OH Crown Equipment Corporation 40 S. Washington Street CSX TRANSPORTATION 500 WATER STREET #J180 Cummins Station LLC 209 Tenth Avenue South, Suite 325 Customs House Associates, LTD P.O. Box 23169 Cuyahoga Savings Mangement Compant One Erieview Plaza CYBER-TEL COMMUNICATIONS 4320 LA JOLLA VILLAGE DR. Cypress Communications, Inc. Fifteen Piedmont Center., Suite 710 Cyprus Amax Minerals Co 9100 E Mineral Circle D & G Development 3797 New Getwell Road D & K Management Fund, Inc c/o The Lozoff Company 312 E. Wisconsin Ave D.R.Russel c/o Cal Property Management 4406 Bayazo Street Dan Manin 4645 Cass St Danis Properties Co P.O. Box 544 Darryll Tetz 6169 Shadowbrook Drive Datachoice Network Services LLC (Data Choice) 9200 West Cross Drive, Suite 313 David A. Stockton 4730 Eucalyptus David H. Senseman 2715 18th Place David Hansen 1600 Auburn Blvd. David Smith 3690 Recycle Road, Suite 1 David Vickter 1653 S. La Cienega Blvd., Davis Property Management c/o Saxony & Associates 2424 Vista Way, Suite 300 DB PROVIDER DDD W-S Partnership 99 Almaden Blvd, Suite 1075 DEA Construction (Northern Colorado Water Conservancy District) 1250 North Wilson Deborah DeBow 2100 Northrop Avenue, Ste 700 Debra Deboe Dennis McNay 307 E Yampa Street Denver Gas & Electric Building Office of the Building 910 15th Street Denver Municipal Federal Credit Union 1075 Acoma Street Denver Place Associates, Ltd 999 18th Street, North Tower Suite 1201 Denver Place Associates, Ltd 999 18th Street, North Tower Suite 1201 Denver Property Partners LLC 3333 South Wadsworth Blvd DENVER RESERVE 7852 Elati Street, Suite 101 DENVER RESERVE 7852 Elati Street, Suite 101 Denver Stellar Associates, Ltd 999 18th Street; Unit Ref#0361999010F North Tower, Suite 1201 Denver West Office Building No 54 Venture LLP 1546 Cole Blvd Ste 120 Department of Personnel/GSS 1525 Sherman St Department of Personnel/GSS 1525 Sherman St Department of the Ait Force Headquarters Air Force Space Command Schriever Air Force Base DEPARTMENT OF TRANSPORTATION Desta One Partnership LTD 2600 Via Fortuna Devonshire Realty Ltd P.O. Box 140 Diamante Properties, Inc. 121 E. Pikes Beak, Ste 335 Diamante Properties, Inc. 121 E. Pikes Beak, Ste 335 Diamante Properties, Inc. 121 E. Pikes Beak, Ste 335 Dick Broadcasting Company 300 21st Ave North Digital Americal 333 Sunset Ave Direct Net 4400 Macarthur Blvd, Suite 410 DKD Properties 255 W Julian, Ste 301 Domain Silver Square c/o JKel Corporation 8801 Horizon Blvd. N.E, Suite 150 Dominion Ventures P.O. Box 25069 Don Dunagan 1717 N. IH 35 Don Morris 11180 Sun Center Dr Donald R. Kenny 470 Old Worthington Dow Jones News 1250 H Street NW Downtown / North Sixty Joint Venture 2450 South Trust Tower Downtown Properties 33 N Third Street, Ste 500 Dr. Herbert Yee 4030 South Land Park Dr. Marco Chavez 2460 Mission Street, Suite #201 Dr. Walter Jayasinghe c/o Metro Medical Mall 1930 Wilshire Blvd. Dr. Walter Jayasinghe c/o Metro Medical Mall 1930 Wilshire Blvd., DTC Investors, LLC 2620 East Prospect Road, Suite 100 DTC Investors, LLC 2620 East Prospect Road, Suite 100 DTC Investors, LLC 2620 East Prospect Road Suite 100 DTC West Land Venture 8390 E. Crescent Parkway, Suite 275 Duke Communication Services P.O. Box 1007 WC29H Duke Power Company Electric Systems Management P.O. Box 1006 Duke-Weeks Realty Limited Partnership Attn: FFC003 P.O. Box 101966 Dun & Bradstreet Information Svcs P.O. BOX 75434 Dynalink 1624 Franklin Street., Suite 702 Dynalink Corporation 5201 Richmond Rd E.P. Madigan & Sons 5528 Glenbrook Drive E-470 Public Highway Authority 22470 East 6th Pkwy. E-470 Public Highway Authority 22470 East 6th Pkwy. Earl Construction Company 3940 Industrial Blvd., Suite 100D Easter-Owens Integrated Systems, Inc. 4803 West Ave. Eastgate Technologies LP 2248 Main Street Echosphere Corporation 90 Inverness Circle East Echosphere, Inc. 5671 Warehouse Way ECR 105 Harcourt Rd. Ed Blanton 825 Thomasville Road Ed Sherman dba Find It Apt. Locators Ed Sherman dba Find It Apt. Locators Eddie Talbot 950 Aviation Blvd Edward Azar 5055 Viewridge Avenue Edwin Ursin 3830 Lexmoor Creek Eleventh Street Property Management 1127 11th Street, Suite 100D Elkton Business Park LLC 102 N Cascade Ave 5th Fl, c/o Griffis/Blessing Inc Emil Pisarri 10416 Avenida Lane Empire Business Brokers 7011 Shallowford Road, Suite 104 Employer's Unity, Inc. P. O. BOX 782 Enersource Partners 10175 Slater Ave, Ste 20 Entre Computers 4209 Shelbyville Rd EOP Operating Limited Partnership As Agent for The Solarium P.O. Box 842264 EOP-410 Building, LLC Department 178 EOP-Dominion Plaza, LLC c/o Equity Office Properties Trust 600 17th Street, Suite 610 South EOP-Quadrant LLC 5445 DTC Parkway EQR Reserve Square Limited Partnership Two North Riverside Plaza, Suite 400 Equi Max 7060 Hollywood Blvd., Equity Associates, Ltd 429 South Tryon Street Equity Associates, Ltd 429 South Tryon Street Equity Beachwood LTD Partnership c/o Equity Planning Holding Co. 23200 Chagrin Blvd, Bldg. 1, Ste 102 Equity Beachwood LTD Partnership c/o Equity Planning Holding Co. 23200 Chagrin Blvd, Bldg. 1, Ste 102 Equity Office Properties Dept. 8797 Equity Office Properties DBA 2010 Main Plaza Dept 8799 Equity Office Properties EOP-Metropoint L.L.C. P.O. Box 842167 Equity Office Properties DBA: One Market Dept. 8791 Equity Office Properties Trust c/o EOP-Quadrant LLC 5445 DTC Parkway Equity Office Properties Trust c/o EOP-Quadrant LLC 5445 DTC Parkway Equity Office Properties, LLC Office Of the Building 4365 Executive Drive Equity Office Properties, LLC Office Of the Building 4365 Executive Drive Equity Resources Venture c/o BetaWest Properties Inc. 1999 Broadway, Ste 2000 ERI Cornell, Inc. c/o CB Richard Ellis 4501 Erskine Rd., Suite 260 Erickson Employee Benefits 10288 W. CHATFIELD AVENUE Ernest S. Ralston 2603 Union Street Eskander (Alex) Kahen and Eshagh (Isaac) Kahen 2946 East 11th Street Everett John De Laura C/O Bolsa Business Park Mgmt., 5142 Bolsa Ave., Ste 101 Executive Park 2855 Atlantic Blvd., Suite 1222 Exodus Communications 1605 Wyatt Drive Experian Dept 1971 Extension Irrigation Ditch Company 812 E. National Rd. Facilicom Int'l 1401 New York Avenue, N.W., #800 Fairlawn Associates Ltd. 3180 W. Market Street Fairlawn Associates Ltd. 3180 W. Market Street Fairview Plaza Associates LTD Partnership 5950 Fairview Road Fairview Plaza Associates LTD Partnership 5960 Fairview Road Fairview Plaza Associates LTD Partnership 5970 Fairview Road Fairview Plaza Associaties Limited Partnership 3800 Arco Corporate Drive, Suite 200 Family Educators Alliance of South Texas 4719 Blanco Road Family Telecommunications, Inc. 3800 North Central, Suite B-1 Fax Link Plus, Inc., F/K/A audio Fax, Inc. 2000 Powers Ferry Road, Suite 200 FBM Properties 333 Guthrie Federal Transtel Inc. 2868 Action Road Feitleberg & Co. 1114 Horn Avenue Fiberoptic Network (Fiber Optic Network) 2290 Lee Road Fidelity Real Estate 1265 Lake Plaza Drive Fifth & Laurel Associates 2445 Fifth Avenue, Suite 330 Fiireline Corporation 4506 Hollins Ferry Road Fiireline Corporation 4506 Hollins Ferry Road Fiireline Corporation 4506 Hollins Ferry Road Financial Times Energy 1600 Wilson Blvd, Suite 600 FIRELINE TESTING, INSPECTION AND SERVICE OF FIRE P 4506 Hollins Ferry Road First Birmingham Tower, LLC 300 21st Avenue North First Communications 3879 E 120TH Ave, Box 169 First Industrial Realty, Inc. 5350 South Roslyn Street, Suite 240 First Merit Bank 106 South Main Street First Merit Bank 106 South Main Street First Union Management 55 Public Square, Suite 1910 First Union National Bank 301 South Tryon Street First Union National Bank 401 S. Tryon Street Firstworld Communications, Inc. 7100 E. BELLEVIEW AVE, SUITE 210 Firstworld Communications, Inc. 8390 E. CRESCENT PKWY, SUITE 300 Five Cloverleaf Parkway, Inc. 5613 Cloverleaf Pkwy. FJ CORBETT COMPANY 2810 DORR AVENUE FJ CORBETT COMPANY 125 NORTH WASHINGTON STREET Flatiron Industrial Park Co 5540 Central Avenue Flatiron Industrial Park Co 5540 Central Avenue FLEET ELECTRIC 3269 CLUBSIDE DRIVE FLEET ELECTRIC CO. 3629 CLUBSIDE DRIVE Fleming Business Park LLC c/o WP Investments 2101 Woodside Road Flexalloy Inc., 26000 Richmond Road Flight Director, Inc. Flour Bluff ISD 2505 Waldron Road FMC 737 N Padre Island Dr FMS Properties, Ltd. Foote, Cone & Belding 733 Front St Forcast Commercial 10601 Civic Center Dr #140 Forest City Management P.O. Box 5237-T Forest City Management P.O. Box 5237-T Forest City Management P.O. Box 5237-T Forest City Management P.O. Box 5237-T Forest City Management P.O. Box 5237-T Forest City Management Inc. 700 Terminal Tower Fortner & Son 910 15th Street, Suite 200 FountainView-48 c/o Nevins Lewbel Inc. 920 Garden Street, Suite A Four Corners Investments c/o Compass Leasing & Management 19900 MacArthur Blvd, Ste 1150 Four Pearl Partnership LTD. 4875 Pearl East Cr.#300 Four Pearl Partnership LTD. 4875 Pearl East Cr.#300 Four Pearl Partnership LTD. 4875 Pearl East Cr.#300 Four Pearl Partnership LTD. 4875 Pearl East Cr.#300 Four Pearl Partnership LTD. 4875 Pearl East Cr.#300 Four Pearl Partnership LTD. 4875 Pearl East Cr.#300 Four Pearl Partnership LTD. 4875 Pearl East Cr.#300 Four Pearl Partnership LTD. 4875 Pearl East Cr.#300 Four Pearl Partnership LTD. 4875 Pearl East Cr.#300 Four Pearl Partnership LTD. 4875 Pearl East Cr.#300 Four Pearl Partnership LTD. 4875 Pearl East Cr.#300 Fourth & Spruce Partnership 3170 4th Avenue Fourth & Walnut Centre c/o Jones Lang Lasalle Department L-1120 Fox International Ltd., Inc., 23600 Aurora Rd Foxhill Office Investors c/o Dial Realty 8205 W. 108th Terrace, Suite 120 Frank Astel 1133 Blumenfield Drive Frank Carson 9190 Jackson Rd Frank T. Sepulveda 750 Merida Street Franklin Industrial Group 5802 Franklin Street Fred Lavi & Associates 13658 Hawthorne Blvd Frontier Communications Services Customer Correspondence., 95 N.FITZHUGH STREET Fullerton South, LLC 1936 E Deere Ave, #216 FW Spencer & Sons Inc 99 South Hill Drive Gaedeke & Landers 3710 Rawlins Ste 1000 LB 24 Gaedeke Holdings II, Ltd. 2800 N. Central Avenue, Suite 1720 Gail Cullen 1111 Willow St Galleria Acquisition, Inc 720 S. Colorado Blvd.- Suite 188A Gary Beutler 9608 Oates Dr Gary Beutler 9608 Oates Dr Gary Braaksma 1140 Centre Dr Unit W Gary Jones 2424 Glendale Lane Gateway Associates c/o WEB Properties, Inc, 140 S. Arthur, Suite 510 Gateway Canyon, Inc. File #55924 Gateway Holdings, Inc. Attn: Benson Fogle 8008 Park Overlook Drive GENERAL DYNAMICS 1450 ACADEMY PARK LOOP Genesis Building Ltd. 1350 Euclid Ave, #300 GENESIS COMMUNICATIONS 11995 EL CAMINO REAL SUITE 102 Genesis Realty Holding Corp C/O Axiom Real Estate Management, Inc., 1350 Euclid ve., Ste 300 George Harrington 8601 Aero Dr. George Vogt et al 2724 Kilgore Road George Vukasin 237 Fallon Street George W. Barber Jr 36 Barber Court, Trust #5 George W. Barber Jr. 36 Barber Court George W. Barber Jr. 36 Barber Court George W. Barber Jr. 36 Barber Court George W. Barber Jr. 36 Barber Court George W. Barber Jr. 36 Barber Court George W. Barber Jr., Trust #5 36 Barber Court George W. Barber Jr., Trust #5 36 Barber Court George W. Barber Jr., Trust #5 36 Barber Court George W. Barber Jr., Trust #5 36 Barber Court George W. Barber Jr., Trust #5 36 Barber Court George W. Barber Jr., Trust #5 36 Barber Court George W. Barber Jr., Trust #5 36 Barber Court George W. Barber, Jr. 650 University Ave. Georgia Properties LP 27500 Detroit Rd, Ste 300 Geraldine Spira 521 Pier Ave Gilbert Breig 902 Brooklyn Avenue Glenarm 1800 LLC 1800 Glenarm Place Global Crossings Communications Customer Correspondence., 95 N.FITZHUGH STREET Global World Media Corporation 4326 Pico Blvd., GLOBALCOM 333 WEST WACKER DRIVE Globetek Inc. 1607 Akron Peninsula Road Suite 103 GMTD Corp. 8400 East Prentice Ave Goodwill Industries 6648 Franklin Bldg Graham & Company, Inc. 2200 Woodcrest Place, Suite 210 Greater Los Angeles World Trade Center Associates One World Trade Center Greater Roanoke Transit Co. P.O. Box 13247 GREELEY IRRIGATION COMPANY DITCH CROSSING AGREEMEN 1025 9TH AVENUE SUITE 309 Greenbrier Properties, LLC c/o Insignia Commercial Group, Inc 7150 Campus Center Drive, Suite B10 Greg Bisi 1796 Tribute Rd Griley Air Freight 5341 104th Street GROUP 1 SOFTWARE INC. 4200 PARLIAMENT PLACE, SUITE 600 Grubb & Ellis as Agent for Prudential VAL P.O. Box 640709 Grubb and Ellis Management Services (Agent) 650 Howe Avenue GTE 10 MOULTON AVE GTE CALIFORNIA INC ONE GTE PLACE GTE CALIFORNIA INC ONE GTE PLACE GTE CALIFORNIA INCORPORATED C/O GORDON & GODDARD 469 NINTH STREET, #200 GTE GLOBAL NETWORKS 5221 NORTH O'CONNOR BLVD. GTE NETWORK SERVICES (GTE SOUTHWEST INC) P.O. BOX 101687 GTE NETWORK SERVICES (GTE SOUTHWEST INC) P.O. BOX 101687 GTE NORTHWEST INC HQEWM NOTICES 600 HIDDEN RIDGE GTE NORTHWEST INC HQEWM NOTICES 600 HIDDEN RIDGE GTE SOUTH INC GTE TELEPHONE OPERATIONS 4100 ROXBORO ROAD Guaranty National Insurance Company 9800 S Meridian Blvd GUDENKAUF CORPORATION 2679 MCKINLEY AVENUE GUDENKAUF CORPORATION 2679 MCKINLEY AVENUE Gunbarrel City Centre LLC 1600 38th Street, Suite 203 Guy Gibson P.O. Box 1246 Gwen Kaplan & Royce Dyer 2757 16th St. H.L. YOH COMPANY, LLC 1818 MARKET ST Hamilton Oil Building Partnership 1560 Broadway Harbor Master 1150 Ballena Blvd Harding, Dahm & Company P.O. Box 11448 Harold L. & Phyllis Anderson, Trustees for the Anderson Family Trust 19047 San Jose Ave. Harry A. Altman Family Trust 1344 4th Street HASSLER COMMUNICATIONS SYSTEMS TECHNOLOGY, INC. 2332 GRANGE HALL ROAD Hauser Living Trust 5695 Spinnaker Bay Dr Hayvenhurst Partners 7100 Hayvenhurst Avenue HBJ Partnership 220 San Bravo Avenue HCF Inc. c/o 21st Century Investments 11347 Folsom Blvd., Suite#A Health South 4203 E. Southcross Blvd. Health South Corporation 9119 Cinnomon Hill Herman Blum Trust 9301 Borden Avenue Hesta Associates LTD Partnership 277 West Trade Street HEYBURN BUILDING 332 WEST BROADWAY, SUITE 1700 HID Corporation 9292 Jeronimo Rd. High Ten Partners Inc. 1611 S. Garfield Avenue High Ten Partners Inc. 19220 E. Colima Rd. Highland Ditch Company 4309 State Highway 66 Highwoods Forsyth, LP 4944 Parkway Place, Suite 250 HNS Partners c/o Jetro Cash & Carry Enterprises 105 W. Embarcadero Hodson Family Trust c/o The Tipton Group, Inc. 10532 Success Lane Holme Roberts & Owen 1700 Lincoln Street Suite 4100 Hope & Flower, LLC c/o Cushman & Wakefield of California 700 S. Flower Street # 406 Hopkins Family Trust 1055 Sunnyvale-Saratoga Rd Horizon Partners 201 Third Street Loft 1 HP Inc. on behalf of LBHI for 2000 PBL c/o Hatfield Philips, Inc. P.O. Box 930946 HSW Partnership 611 Commerce St #2920 Hub Valley Realty/ Rockside Investors LP 6200 Rockside Woods Boulevard Hughes Communications Satellite Services, Inc. 5454 Garton Road Humana Inc 500 West Main Street Humana Inc 500 West Main Street Hung Fung Holdings 804 North Gardner Drive IBG LLC 11000 East Yale IBM 8501 IBM Drive ICC Texas Holdings, L.P. 444 Executive Center Blvd., Suite 120 IDS Life Insurance Company P. O. Box 534 Unit 40 c/o American Express Financial Corp ILLUMINET 8500 W. 110TH Street, Suite 600 ILLUMINET INC 4501 Intelco Loop SE ILLUMINET INC 4501 Intelco Loop SE Independence Tower Ltd c/o Omni Realty Co Inc 29225 Chagrin Blvd Ste 250 Independent Telecommunications Network 8500 WEST 110TH Street, Suite 600 Infinet Company 740 Duke Street Information Handling Service 15 Inverness Way East Information Handling Service 15 Inverness Way East Intella II 8959 Complex Dr. Interactive Communication Systems 611 N. Weber Suite 102 Interlocken Hotel Co. 555 Eldorado Blvd, Suite 200 Interlocken Hotel Co. 555 Eldorado Blvd, Suite 200 Interlocken Hotel Co. 555 Eldorado Blvd, Suite 200 Interlocken, Ltd 555 Eldorado Boulevard, Suite 200 Intermedia Communications 3625 Queen Palm Dr Intermedia Communications P. O. Box 915238 Intermedia Resources 6114 LaSalle Ave, #505 Intermountain Electric, Inc. 701 West Mississippi Ave. International Gateway West LLC P.O. Box 34108 International Gateway West LLC P.O. Box 34108 International Marine Products 500 East 7th Street Internet Connect 4499 GLENCOE Intrinsic Ventures, Inc. 3526 Alameda De Las Anglas Inverness Associates 1 2 Inverness Drive East, Suite 200 Inverness Associates-23 315 Inverness Way S Investmark Realtors 5217 Wadsworth Road Investors Trust Property Co 1290 E Center Court Dr, Ste 100 IP Telephony 7220 West Jefferson, Ste 402 IPM Associates LLC c/o Integrated Properties, Inc. 400 S. Colorado Blvd., Suite 210 IPVOICE Communications, Inc. 5901 S. Middlefield Rd, Ste 100 IRP Sunset, LLC 9000 Sunset, Suite 909 ISP Alliance 6230 Shiloh Road, Suite 200 iStar Real Estate Services 6162 South Willow Drive IT Outsourcing P. O. Box 314 J Street Partners 5609 J Street J.O. Vandervoort Trust 18200 Yorba Linda Blvd, Ste 307 Jack and Alice Tu 17065 E. Green Drive Jacque and Herb Spivak P.O. Box 5771 Jade Properties 1900 Point West Way, Suite 156 James Adams 2755 Brogans Bluff Dr James J. Fischer, Trust c/o Friendship Village of Tempe, 2645 E. Southern Ave., Unit 228 James Morley 306 Canon Avenue James P. Gibbs 165 Doe Run James T. Henry 2050 S. Bundy Drive James W. Fields 11330 Sunrise Park Drive Jayasinghe, Dr. Walter 1930 Wilshire Blvd. Jayasinghe, Dr. Walter 2010 Wilshire Blvd. JB Carter 724 Harbor Blvd JB Company 2101 Evergreen Street JB Company 2101 Evergreen St Jean Van Arsdale 4616 Mission Gorge Place Jeff Hamilton Industries 2433 S. Grand Avenue Jeppesen Sanderson, Inc. 55 Inverness Drive East JER Denver LLC c/o Frederick Ross Company One Corporate Center, 1860 Lincoln, Suite 100 Jerry Roach 6545 West 44th Ave Jersey Business Park 10700 Jersey Blvd, Suite 510 Jetro Cash & Carry 2300 57th Street Jetro Cash & Carry 2300 57th Street John Bradley 2121 N.W. Military Hwy John Epstein 9611 Canoga Ave John J. Fedor c/o Homestead Mortgage 8001 Ravines Edge Ct. Ste 302 John J. Fedor c/o Homestead Mortgage 8001 Ravines Edge Ct. Ste 302 John J. Fedor c/o Homestead Mortgage 8001 Ravines Edge Ct. Ste 302 John Lewis 705-2 E Bidwell Street, Suite#332 John Morgan 816 H Street John Nemec 1425 63rd Street John Stewart & Company c/o Property Manager, 2310 Mason St. John W. McCray, Trustee 3199- A1 Airport Loop Drive John Yetto 4778 Dewey Drive Johnnie Chuoke 909 NE Loop 410 Suite 636 Johnson and Higgins 1225 17th St., Ste. 2100 Johnson Family Partnership 1880 South 57th Court Johnson Investments, Inc 126 West Harvard Street, Suite#2 Joseph Robert Martin P.O. Box 1791 Joshua Schechter 7300 Blanco Road, 401 JR & CR 10491 Old Placerville Rd JTR Land & Cattle Company 2300 75th Street Julian Sotomey 380 Embarcadero Julius Nasach 2277 Townsgate Road Jungle Labs 120 Industries Drive Juniper Investment Company 3 North Tejon Juzer Saifee 22001 Sherman Way JWC Family LLC 4015 Travis Drive K C Schnieder 2705 Spruce Street K/B Fund IV 60 State St K/B Opportunity Fund c/o Barbara Freeberg, P. O. Box 910454 Kaiser Center Inc. Attn: Accounting 300 Lakeside Drive Kaiser Foundation Health Plan, Inc Real Estate Department 1950 Franklin Street, 12th Floor Kaiser Permanente 2045 North Franklin Karl Potter 3904 Winters St KCNC TV Channel 4 1044 Lincoln KCRA-TV Dept. 05983 P.O. Box 39000 Kelcher Real Estate Services, Inc., 234 North Central Avenue Ken Ruby Construction 11845 W Olympic Blvd Ste 1200 Ken Swanson 941 Jennifer Street Kenneth R. Ahif 1230 Ruddell Road, Suite 201 Kenney Family Partnership 6099 Frantz Road Kenstep Corporation 2350 17th Avenue, Suite 205 Kettering Tower Miller-Valentine Realty, Inc., AF 1988 Keterring T Attn : Accounts Receivable P.O. Box 744 Kevin Fredregill 315 E. 5th Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street Key Services Corporation 2025 Ontario Street KFORCE.COM P. O. Box 970956 Kilroy Realty Corporation 2250 E. Imperial Highway, Suite 1200 Kilroy Realty Corporation 2250 E. Imperial Highway, Suite 1200 Kilroy Realty Corporation 2250 E. Imperial Highway, Suite 1200 Kilroy Realty Corporation 2250 E. Imperial Highway, Suite 1200 Kilroy Realty Corporation 2250 E. Imperial Highway, Suite 1200 Kilroy Realty, L.P. 2250 E. Imperial Highway, Suite 1200 Kimberley Harshbarger and Saundra Neds 8359 N. Main St. Kimco Development Corporation 5531 Bigger Road Kimco Development of Kettering 3333 New Hyde Park Road P. O. Box 5020 King Management Company 23625 Commerce Park Road King Management Company 23625 Commerce Park Road King Management Company 23625 Commerce Park Road King Management Company 23625 Commerce Park Road Kinyo Company 14235 Lomitas Avenue Kirkwood Properties (Telegen Wireless & Cable) Klaus Kretchmer 514 Eccles Avenue KMC Partners, LP c/o Yale Properties, 6256 Greenwich Drive Suite 230 Koll Center Irvine #2 18500 Von Karman Ave Koll/Intereal Bay Area 2041 Mission College Blvd., Ste 100 Kooiman Family Trust 14422 Pioneer Blvd., KPMG PEAT MARWICK 707 17TH ST, STE 2300 Kurt Duncan 3636 4th Avenue, P. O. Box 5020 Kurt S. Legler Building Account 1260 Creek Street Kyle Deaton 2500 Cessna Dr. Kyle Jones 3660 N 3rd Street Lafayette Tech Center LLC P.O. Box 727 Lafayette Tech Center LLC 2015 - 2nd Avenue North, Birmingham, AL Lainer Investments 16215 Kittridge Street Lake Centre Plaza, LTD, LLLP 4875 Pearl East Cr, Suite 300 Landmark Management 156 S. Main Street, Suite 601 Landrock Builder's Inc. 2222 E. State Street, Suite G, Highland Square LaPlata Investments 899 Logan, Denver, CO Larry Mathews 360 Ritch St LaSalle Fund III 565 Marriott Drive, Suite 400 LaSalle Partners Asset Management LTD as Managing Agents for Granyette Inc., 101 South Tryon St LBJ Brown Building, L.P. 114 West 7th Street, Suite 625 LCI INTERNATIONAL MGMT SRVCS INC 4650 LAKEHURST COURT Leader Hospitality 26328 Oso Pkwy Leane Kooyman 3153 Padre Street Leavenworth Health Services Corp 1835 Franklin Street LeBeau Emblem Co., Inc. 1500 East Gage Avenue Lee McNabb 700 Bradford Way Leetsdale LLC 2121 S Oneida St, Suite 600 Legacy 101 University LLC 101 University Lenox Towers (Bld 3400) Brannen/Goddard Mgt Co P.O. Box 101739 Lepaw Ltd 2312 S. Leyden Street Lepaw Ltd 2312 S. Leyden Street Les Paulick 950 Isom Road LeSea Broadcasting Inc 12999 E Jamison, Suite 100 LEVEL 3 COMMUNICATIONS LLC 7577 WEST 103RD AVENUE Levey & Company 185 West Cedar St. Levey & Company 185 West Cedar St. Levey & Company 185 West Cedar St. Levitt, Levitt and Lugash 10425 Bainbridge Ave Li Mei-Chen Chen 1823 East 17th Street, Suite #121 Liberty Square Partnership 4002 Maity Street, Suite 105 Linda Adams c/o The Turnbull Company 531 Stevens Ave W LINKNET, INC. 155 South 300 West, #206 Lino Properties 3240 W Henderson Road Lockheed Marin IMS 1200 K Street NW 11th Floor Lockheed Marin IMS 1200 K Street NW 11th Floor Lockheed Marin IMS 1200 K Street NW 11th Floor Lockheed Marin IMS 1200 K Street NW 11th Floor Lockheed Marin IMS 1200 K Street NW 11th Floor Lori A. Halligan Manfroy 12327 Farr Ranch Road Los Angeles Police Revolver & Athletic Club 1880 N. Academy Drive Lottie Rose 4 Commodore Dr #D Louart Corporation 1545 Sawtelle Blvd. LOUISVILLE GAS & ELECTRIC LG&E Energy Corp 220 West Main Street Louisville Gas & Electric Company 220 West Main LTG 7649 N. Maint Street LTV Steel Company 1555 Harvard Road LTV Steel Company 3341 Jennings Road LTV Steel Company 315 Clark Avenue LTV Steel Company 3175 Independence Blvd LTV Steel Company 3341 Jennings Road LTV Steel Company 3421 Independence Blvd LTV Steel Company 3430 Old Campbell Road Luby's Inc. 8511 Tesoro Dr. Luby's Inc. 8511 Tesoro Dr. Lumberyard Retail Investments, LLC Madison Marquette Retail Services 220 West Main Street Lumberyard Retail Investments, LLC Madison Marquette Retail Services 220 West Main Street M & H Realty Partners II, LP 21321 Cold Springs Lane M.B. Management Company 1106 Broadway MAB Services, Inc. 2121 W. Temple Street Macinkowski Family L.P. 526 Laurelwood Rd Mack Cali Realty LP 11 Commerce Dr Mack Cali Realty LP 11 Commerce Dr MacLaughlin & Company 1401 Shore Street Madonja Investments Limited Inc. 901 Congress Park Dr. Maguire/Thomas Partners-Library Square Ltd. 633 West Fifth Street Main St. Buildings Santa Anan, LLC 1055 North Main Street, Suite 406 Malcolm P. Wardlaw 16601 Blanco Road, 100 Malrite Communications Group, Inc. Attn: Harry Wilkins 1717 E 12th St Malrite Communications Group, Inc. 1717 E 12th St Management Recruiters 7272 Wurzbach Road, 1404 Mancini Properties 876 S Milpitas Blvd Mancini Properties 876 S Milpitas Blvd Mandrake Properties Associates 9250 E. Costilla Rd., Ste. 140 Mani Brothers, LLC 1401 Ocean Aenue Marathon Development Company Inc. 4 Venture Marathon Development Company Inc. 6 Venture Margarett H. Relles Trust, et al 2400 J Street Marie L. Hind 6650 Santa Monica Blvd. Mariner Development Company c/o John Beery Organization 2900 Main Street, Ste#100 Mariner's Telecom Group, Inc. P. O. Box 1620 Mariners' Telecommunications Group P. O. Box 1620 Mark and Bill Bucher 18001 Irvine Blvd Mark IV Capital Inc 100 Bayview Circle, Suite 4500 Mark Rosenburg 2235 Park Towne Circle Marketing Advocates, Inc. 7273 S. Allison Way Market-Post Tower, Inc. 55 S. Market Marlin Investments 712 Arrow Grand Circle Marvin Felman 100 North Jefferson Street Marvin Felman 100 North Jefferson Street Mass Mutual Life Insurance Co. c/o Transwestern Property Co. 1775 Sherman St #2075 Mass Mutual Life Insurance Co. c/o Transwestern Property Co. 1775 Sherman St #2075 Massachusetts Mutual Life Insurance Co c/o Mid South Financial Attn: Michelle Meyers 3322 W End Ave Max J. & Marjorie N. Breitenbach c/o Little & Sons Property Management 2878 Camino Del Rio Ste 120 MAXIM GROUP P.O. Box 198572 Maytag Corporation 245 N. Vineland Avenue McAllister Tower 100 McAllister St McCarthy and Stenson 2100 Capitol Ave. MCI Telecommunications Corporation 2270 Lakeside Blvd MCI Telecommunications Corporation 2270 Lakeside Blvd MCI Telecommunications Corporation 2270 Lakeside Blvd MCI Telecommunications Corporation 1133 19th Street NW MCI Telecommunications Corporation 1133 19th Street NW MCI Telecommunications Corporation 2270 Lakeside Blvd MCImetro Access Transmission Services C/O MCI Communications Corporation 1133 Nineteenth Street NW MCIMETRO ACCESS TRANSMISSION SERVICES, INC (MCI ME 7900 WESTPARK DRIVE MCIMETRO ACCESS TRANSMISSION SERVICES, INC. 2270 LAKESIDE BOULEVARD MCIMETRO ACCESS TRANSMISSION SRVC 2270 LAKESIDE BOULEVARD MCLEOD USA P.O. Box 3243 MCLEOD USA TELECOMMUNICATIONS INC MCLEOD USA TECHNOLOGY PARK P.O. BOX 3177 6400 C STREET SW MCLEODUSA TELECOMM. SVCS. 6400 C STREET SW McNeil Real Estate Fund XXV, LP c/o McNeil Real Estate Management 13760 Noel Road, Suite 600, LB70 McRoskey / Armacost Real Estate Operating Co, LLC 10101 Wilshire Boulevard MEGSINET 225 W. OHIO ST Meidinger Associates, LLC 462 S. 4th Avenue, Suite 1630 Meiser and Jacquet 3870 Murphy Canyon Rd, Suite 300 Melbourne International Communications LTD 2571 NE Kirby Ave Melvin Olsen 218 E Monument St Memorial Health Services c/o Unimed Essex Management 3146 Redhill Ave Meridian Associates West 8350 Easet Crescent Parkway, Suite 100 Meridian Associates West & Bradbury Family Part. 4601 DTC Blvd, Suite 1000 MERIDIAN METROPOLITAN DISTRICT 12111 E BELFORD AVE Meridian Metropolitan District 8350 East Crescent Parkway, Suite 100 Meridian Realty Service 147 S. Cherry Street, Suite 200 METLIFE 177 SOUTH COMMONS DRIVE METROMEDIA FIBER NETWORK SERVICES, INC. 360 HAMILTON AVENUE METROPOLITAN GOV'T OF NASHVILLE PUBLIC SQUARE 204 METRO COURTHOUSE Metropolitan Life 4741 Madison Avenue MFS NETWORK TECHNOLOGIES INC 1200 LANDMARK CENTER SUITE 1300 Miamisburg Commerce Park 2277 Maue Road MIBX 31 North Second Street Michael Daly et al 3790 Omec Circle Michael Thomas 8615 Elder Creek, Ste 200 Mickey Gold 200 West 10th Street Micromuse Inc. 139 Townsend St, 5th Floor Micromuse Inc. 139 Townsend St, 5th Floor MICROSOFT CORPORATION ONE MICROSOFT WAY MICROSOFT CORPORATION 3214 W. MCGRAW STREET., SUITE 300 Microsoft Corporation One Microsoft Way Microsoft Corporation Attn: Windows Deploy Tools., 3214 W. McGraw St., Ste 300 Midwest Holding Corp. #14-Westshore Center TC Tennessee, Inc as Agent P.O. Box 1000 Department #674 Midwest Property Services, LLC P.O. Box 3489 MILE HIGH ONLINE 1190 S. COLORADO BLVD. Miller Graphics Inc. 4550 Little John St., Miller-Valentine Partners 4000 Miller-Valentine Court Miller-Valentine Partners 4000 Miller-Valentine Court Milliken Business Center 1119 S. Milliken Avenue, Suite E Mindspring Enterprises, Inc. 1430 West Peachtree Street, Suite 400 MIP Properties, Inc. 350 South Grand Avenue, 46th Floor Mitsubishi Motors Sales Corporation of America 17665 Castleton Street MNE General Partnership 2360 Harvard Street Montgomery Management Company 8642 Sunset Bouelvard Moore 8490 East Crescent Parkway, Suite 200 Morris Investments P. O. Box 567WBB MOUNTAIN VIEW ELECTRIC P. O. Box 1600 Mr. Ashish Vibhakar 23639 Hawthorne Blvd., Suite 300 Mr. Bruce Beach and Mr. Donald Beach 312 Wilshire Blvd., Mr. Costas Fergagis 539 E. Villa Street, Suite 27 Mr. David Vickter 1653 S. La Cienega Blvd Mr. Eddie Talbot 950 Aviation Blvd., Mr. Gary Wagner 1600 Strathern Street Mr. James J. Fischer, Trust c/o Friendship Village of Tempe 2645 East Southern Avenue, Unit 228 Mr. Keyhan Moghaddam 15101 Keswick Street Mr. Mike Nazarian 7122 Beverly Blvd. Mr. Robert Kramer 1229 Santa Monica Blvd. Mr. Robert Leung 8632 E. Valley Blvd. Mr. Seymour Rosenblum 5315 Laurel Canyon Blvd., Mr. Sheldon Plutsky 4540 W. Valerio Street Mr. Stam Blaustein 3713 Highland Avenue Mr. Uri Mandelbaum 14857 Roscoe Blvd. Mr. Walter Huang 15237 Proctor Avenue Ms. Marsha Cummins 6855 Vineland Avenue Munco Inc. 401 E. Ocean Blvd., Suite 501 Municipal Government 217 S. Wahsatch Avenue Murakai Coporation 1740 W. Artesia Blvd., Murray Seidner 1290 E. Center Court Dr., Ste.100 Myers Baker & Associates 3480 Sunrise Blvd., Myron Oats 8615 Elder Creek Rd, #200 N & L, LP 400 S. Victory Blvd. National Jewish Medical & Research Center 1400 Jackson St National Service Industries Inc. ZEP; Mnfctrng Co. 325 South State Street NationsBank of North Carolina 2100 Rexford Road Nautilus-Pegasus Associates 950 17th Street Navipath 800 Federal Street NCS Trust 9401 Williamsburg Plaza, Suite 103 Neo Park 15491 Neo Parkway NEO Park Limited 340 Alpha Park Neodata Services Inc 833 W South Boulder Rd Neodata Services Inc 833 W South Boulder Rd Network Enhanced Telecom 119 W. Tyler, Suite 168 NetZero, Inc. 2555 Townsgate Road NEUSTAR INC FIRST UNION BANK P.O. Box 74563 NEUSTAR, INC. 200 South Wacker Drive, Suite 3000 NEUSTAR, INC. 1800 SUTTER STREET, SUITE 579 NEW ENGLAND TELEPHONE & TELEGRAPH c/o Bell Atlantic Corporation 1095 Avenue of the Americas, 40th Floor New Horizon Properties, LTD 12641 E. 166th Street NEW YORK TELEPHONE COMPANY DBA: BELL ATLANTIC - NEW YORK., C/O ACC NATIONAL TELECOM IND SRVCS., 400 WEST AVE Nexus Properties, Inc. 4350 La Jolla Village Drive, Suite #930 Nexus Properties, Inc. 4350 La Jolla Village Drive, Suite #930 Nexus Properties, Inc. 4350 La Jolla Village Drive, Suite #930 NFC 9400 Williamsburg Plaza Niesner Family Trust 14655 Titus St NIKONET/QWEST 4250 NORTH FAIRFAX DRIVE NORFOLK SOUTHERN CORP P.O. BOX 277531 NORFOLK SOUTHERN RAILWAY COMPANY 600 W PEACHTREE STREET N.W NORFOLK SOUTHERN RAILWAY COMPANY 600 W PEACHTREE STREET N.W Norge Partnership 2930 East 3rd Ave NORTH AMERICAN TELEPHONE NETWORK 4151 ASHFORD DUNWOODY RD. NORTH AMERICAN TELEPHONE NETWORK 4151 ASHFORD DUNWOODY RD North County Transit District 311 South Tremont St. Right-of-Way Liaison North County Transit District 311 South Tremont St. Right-of-Way Liaison North County Transit District 311 South Tremont St. Right-of-Way Liaison North County Transit District 311 South Tremont St. Right-of-Way Liaison North Sacramento Land Company 400 Slobe Ave. Northmeadows Investments Inc. c/o QBS Realty & Management 14 Tri-Park Way, Bldg. 2 Northwestern Mutual Life Insurance Company 1119 S Milliken Ave Suite B Norton Plaza Associates 11911 San Vincente Blvd NORWEGIAN CRUISE LINE 7665 CORPORATE CENTER DR. NORWEGIAN CRUISE LINE 7665 CORPORATE CENTER DRIVE Norwood Tower, LP c/o Norwood Tower Management Co. 114 West 7th Street, Suite 625 NTS Properties III 10172 Linn Station Rd. O Toole Properties 2210 O Toole Avenue O'Connor Development LLC 1600 38th Street Ste 203 OHIO EDISON COMPANY 76 SOUTH MAIN STREET OHIO EDISON COMPANY 76 SOUTH MAIN STREET OHIO EDISON COMPANY 76 SOUTH MAIN STREET Ohio Edison Tower LLC-066 c/o McKinley Commercial P.O. Box 3125 Ohio Restaurant Association c/o Commercial One Property Services 1515 Bethel Road, Suite 201 Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza Olen Commercial Realty Corp. 7 Corporate Plaza OLIGARCHY DITCH COMPANY Olympic Steel Inc., 5096 Richmond Rd Omni Business Park, LP 402 S Milliken Ave Ste A Omnivest Park, LLP 1401 17th Street., Suite 320 One American Center Cooper Realty Investments 1801 Forest Hills Blvd., One Prestige Place Office Building Ltd. 4000 Miller-Valentine Court One Southgate Corporation 60 Tejon Street One Summer Street MSP One Summer Street, LLC c/o Markley Stearns Partners 875 North Michigan Avenue, Suite 2615 One Wilshire Arcade Imperial LTD c/o Paramount Group, INC. Dept. 53077 Organizational Synergies 10980 Wilshire Blvd., Los Angeles, CA ORIX GF Denver Venture 100 N. Riverside Plaza Suite 1400 Orley & Lenoia Weaver, Family Trust c/o Byco, Inc. 3300 W. Coast Highway ORR PROTECTION SYSTEM P. O. Box 631702 ORR PROTECTION SYSTEM P. O. Box 631702 ORR PROTECTION SYSTEM, INC. 11379 GROOMS ROAD Ostendorf Morris c/o Colliers International 1100 Superior Avenue Ostendorf Morris Company P.O. Box 2359 Ostendorf Morris, Co c/o Colliers International P.O. Box 93107 Overton, Moore & Associates 1125 W. 190th Street P & H, Ltd. P.O. Box 1759 PAC BELL 4420 ROSEWOOD DRIVE BUILDING ONE, 4TH FLOOR PACIFIC BELL P. O. Box 60347 PACIFIC BELL MOBILE SERVICES 4420 ROSEWOOD DR BLDG 24TH FLOOR PACIFIC BELL SBC 722 N. BROADWAY 11TH FLOOR PACIFIC CARE OF COLORADO 6455 SOUTH YOSEMITE STREET Pacific Coast Properties (1) 700 Ygnacio Valley Rd. Pacific Coast Properties (2) 700 Ygnacio Valley Rd. PACIFIC GATEWAY EXCHANGE 533 AIRPORT BLVD #505 Pacific Gulf Properties 1787 Tribute Road Ste L Pacific Gulf Properties 2760 S Harbor Blvd Ste J Pacific Gulf Properties 2760 S Harbor Blvd Ste J Pacific Gulf Properties 2760 S Harbor Blvd Ste J Pacific Gulf Properties 2760 S Harbor Blvd Ste J Pacific Gulf Properties 2760 S Harbor Blvd Ste J Pacific Gulf Properties 2760 S Harbor Blvd Ste J Pacific Gulf Properties 2760 S Harbor Blvd Pacific Gulf Properties 2760 S Harbor Blvd Ste J Pacific Gulf Properties 2760 S Harbor Blvd Ste J Pacific Gulf Properties 2760 S Harbor Blvd Ste J Pacific Gulf Properties 2760 S Harbor Blvd Pacific Gulf Properties 92 Argonaut Pacific Partners 9363 Wilshire Blvd., Pacific Partnership 115th Street and Vermillion Road, Boulder County, CO Pacific Plaza Associates 4299 MacArthur Blvd Suite 220 Pacific Real Properties 5837 Mission Gorge Road Pacifica Hotel Company c/o Best Western Sunrise 400 N. Harbor Drive Pacifica Investment Co. 18344 Oxnard St. Padick Partners c/o Rita Wu 1200 Wilshire Boulevard, Suite 310 PAGING NETWORK, INC. 14911 QUORUM DRIVE Palmer Center, Ltd. Department 863 Palmer Center, Ltd. Department 863 Palomar Enterprises, Inc. 825 N. Escondido Blvd Paramount Partners, LLC 3550 Wilshire Boulevard Suite 1620 Park Building P.O. Box 106050 Park Central Building 412 W. 6th Street 65 E. Harrison Street Park Road Shopping Center, Inc. 4012 Park Road Parksdown Companies P.O. Box 910454 PARS SVSP II, LLC 7310 Miramar Road, Ste 625 Acct# MPINDUST-KIOSK2-ICGTELE Pasa Alta Manor 1790 N. Fair Oaks Avenue Patrict Heights Inc. 5000 Fawn Meadow Paul Dudum 180 Hubbell St Paul E. Iacono 2510 W. 237th Street Suite 100 PDS Technical 6143 S. Willow Dr. Suite 200 Pearl East Partnership, LLP 4875 Pearl East Circle PEOPLESOFT USA INC CORPORATE LEGAL 4305 HACIENDA DR PERA 1225 17th Street, Suite 2400 c/o LaSalle Advisors Limited Attn: PERA Advisor Perimeter Park Inc. 30 Perimeter Park Drive Phillip Calderon 1822 Hildsbrand Avenue Phillip Goodenough 4154 Wilson Ln PHOENIX DEVELOPMENT CORPORATION 1316 'N' Street Suite 101 Phoenix Home Life Lockbox Department 2006 P.O. Box 632006 Phoenix Home Mutual Insurance Company 1 American Row Piedmont Natural Gas Company Inc. 1915 Rexford Road Pieta and San Gal Trust 550 West C St Ste 1820 Pinnacle San Antonio, LLC 100 Taylor Street Suite 101 Pio V. de Feo c/o Enterprise Development Co. P.O. Box 1785 PIVOTAL SOFTWARE INC 224 W ESPLANNADE SUITE 300 PJS of Texas, Inc. 1304 West Oltorf Street PLATTE RIVER POWER AUTHORITY 2000 E HORSETOOTH RD PLATTE RIVER POWER AUTHORITY 2000 E HORSETOOTH RD Plazamerica Inc. c/o Ameplaza Inc. 6046 Cornerstone Ct. West, Suite 130 Plazamerica Inc. c/o Ameplaza Inc. 6046 Cornerstone Ct. West, Suite 130 PNC Bank, N.A. 1084 Solutions Center Point One Telecommunications, Inc. 6801 N. Capitol of Texas Highway Suite 100A Potrero Hill Investors, Limited Partnership 35 Mitchell Blvd Ste 9 POUDRE VALLEY RURAL ELECTRIC ASSOCIATION, INC. 7649 REA PARKWAY P.O. BOX 272550 Prado Partners Ltd P.O. Box 10638 Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land Limited Liability Company 1960 Industrial Circle Pratt Land LLC P.O Box 1937 Pratt Management, LLC 2101 Ken Pratt Blvd Precedent Health Center Realty LLC 1650 Filmore Street Precision Auto Care, Inc. 16801 Hawthorne Blvd., Preferred Properties Fund 82 7801 East Orchard Road PREMIER SEARCH P. O. Box 1067 Prentiss Properties Aquisition Partners P.O. Box 730267 Prentiss Properties LTD Inc 18881 Von Karman Ave Prentiss Properties Natomes, LP 2485 Natomes Park Dr Prestige Management Group P. O. Box 429 Princeland Properties Inc. P.O. Box 3938 Princeton Business Park 3353 Bradshaw Rd. Procomm 1017 Central Parkway, 112 Progressive Insurance 1110 Chapel Hills Drive Prologis North Carolina, LP P.O. Box 91126 Prologis Trust P.O. Box 843778 Prominade Mall Development Corp. 4150 Mission Blvd., Property Colorado OBJLW Property Colorado OBJLW P. O. Box 5037, Unit #78 Prospect Building G.P. c/o Steele Enterprises 2868 Prospect Park Drive, Suite 300 Provident Life & Accident Insurance Co 1720 South Bellaire, Ste 904 PRUDENTIAL P. O. Box 2300 Prudential Insurance Company of America 633 17th Street Prudential Insurance Company of America 90 S. Cascade Ave Prudential Insurance Company of America 633 17th Street Prudential Insurance Company of America 1050 17th Street Prudential Insurance Company of America 1050 17th Street Prudential Insurance Company of America 633 17th Street Prudential Insurance Company of America 633 17th Street Prudential/Daniel Office Venture, LLC C/O Daniel Realty Corporation., 1200 Corporate Dr.,Ste 250 Prugnara Corporation 351 California St. Ste 100 PS Business Parks, LP 17326 Edwards Road, Suite #115 PSINET TRANSACTION SOLUTIONS INC P. O. Box 221441 PUBLIC SERVICE COMPANY OF CO 2701 W 7TH AVENUE PUBLIC UTILITIES COMMISSION OF OHIO C/O FERRIS & FERRIS 27533 W. DUBLIN-GRANVILLE ROAD PUBLIC UTILITIES COMMISSION OF THE STATE OF NEW HA 8 Old Suncook Road Quail 600 Ltd. Partnership c/o Daniel Realty Services, LLC 3595 Grandview Parkway P.O. Box 43250 Quality Naturally Foods 18830 E. San Jose Quinby Building LLC 609 S. Grand Ave., #200 Quintiles Pacific, Inc. 10201 Waterridge Circle QWEST COMMUNICATIONS 4250 N. FAIRFAX, SUITE 9W QWEST COMMUNICATIONS 4250 N. FAIRFAX, SUITE 9W QWEST COMMUNICATIONS 4250 N. FAIRFAX, SUITE 9W QWEST COMMUNICATIONS 4250 N. FAIRFAX, SUITE 9W QWEST COMMUNICATIONS 4250 N. FAIRFAX, SUITE 9W QWEST COMMUNICATIONS 4250 N. FAIRFAX, SUITE 9W QWEST COMMUNICATIONS 4250 N. FAIRFAX, SUITE 9W QWEST COMMUNICATIONS P O BOX 35104 QWEST COMMUNICATIONS CORP 555 SEVENTEENTH STREET QWEST COMMUNICATIONS CORP 555 SEVENTEENTH STREET QWEST COMMUNICATIONS CORP 555 SEVENTEENTH STREET QWEST COMMUNICATIONS CORP 555 SEVENTEENTH STREET QWEST COMMUNICATIONS CORP 555 SEVENTEENTH STREET QWEST COMMUNICATIONS CORP 555 SEVENTEENTH STREET QWEST COMMUNICATIONS CORP 555 SEVENTEENTH STREET QWEST COMMUNICATIONS CORP 4250 N FAIRFAX DRIVE QWEST COMMUNICATIONS CORPORATION 4250 NORTH FAIRFAX DRIVE QWEST COMMUNICATIONS CORPORATION 4250 N. FAIRFAX DRIVE R&H Mission Gorge, Ltd. c/o Colliers StepStone LLC 610 West Ash Street, Ste #1400 R.R. Robinson 2534 State Street R.S. Mills c/o CB Richard Ellis, Reichle Klein P.O. Box 351150 RAL Group, LTD 2404 Wilshire Ramsey Realty Corp. 5407 Bandera Road, 113 Randy Mael 8520 Younger Creek Dr Randy Steinberg 8720 S. San Pedro RCB Trust Company c/o RCB Trust Company 29 Federal Street RDST, INC. 8100 JETSTAR DR., SUITE 100 Realtec Associates P.O. Box 7208 REDSTONE NETWORK SERVICES PREMIERE HOUSE ELSTREE WAY Reliable Wholesale Lumber, Inc. 5505 Garden Grove Boulevard, Suite 150 c/o Interpacific Asset Management Reliance Development Group c/o Reliance Insurance Company, Inc. 11878 La Grange Avenue Reliance Development Group c/o Reliance Insurance Company, Inc 11878 La Grange Avenue Remo Pasouini 3439 S. Broadway, Suite 202 Republic Park Building 99, LLC c/o ACF Property Mgmt., Inc. 13440 Ventura Blvd, Ste 200 Res-Care, Inc. 10140 Linn Station Reserve Building Associates L.P. 135 Wesern Reserve Building 1468 W. 9th Street RESONATE INC 385 MOFFETT PARK DR, SUITE 205 Rezepka & Associates c/o Owner's Management Co. 25250 Rockside Road RHSC LLC 90 South Cascade Ave, Ste. 1130 RHSC LLC 90 South Cascade Ave, Ste. 1130 Richard A. Lazarus & Family Trust 12 Manzanita Ave. Richard Bertolucci 1717 Stockton Blvd. Richard Deal 2557 Albatross Way Richard Moore 1420 Fulton Avenue Richard, Herbert R., Walter J. Brendlen 242 Shaw Road Rick Mower 1314 H Street Riger Investment Properties 16207 Ward Way Ritchie Commercial 2730 Union Avenue Riverboat Delta King 1000 Front Street Rob Miller 1816 19th St Robert Bell 2718 Merchantile Drive ROBERT BELTON - BORN INFORMATION SERVICES 445 E. Lake Street Suite 120 Robert Colman Trust 610 Santa Monica Blvd., Robert Jones P.O. Box 950 Robert Robeson 101 Eaton Ct Robert Willard 1040 S 8th St Ste 101 Rock Properties c/o Opus Investments, Inc. 7400 East Caley Avenue, Suite 100 Rockfield / Banyan Associates, LP 15707 Rockfield Blvd, Suite 345 Rockside Investors LP 6200 Rockside Woods Blvd ROCKY MTN. SECURITY SERVICES DBA INTEGRATED SYSTEM 2171 S. GRAPE ST. Roger Easley 1177 Laurelwood Rd Roll Properties 13360 E Firestone Blvd Ron Bieber 1401 El Camino Avenue Roque De La Fuente Alexander Revocable Trust #1 5440 Morehouse Dr, Ste 4000 Rose Canyon Business Park 4901 Morena Blvd Rose Realty P.O. Box 720 Rosenblum Associates 115 Great Oaks Blvd. Roy A. Woodward 8781 Cuyamoca, Suite G Royal Century Inc. 320 West Badillo Street, Suite 102 Royce Yost 11103 San Pedro Ruey F. Hodapp, Jr. 3490 S. Dixie Dr., Suite 114 Russell & Lavona Tinsley Living Trust 5858 Hollywood Blvd. S. Naimi 3200 Santa Monica Blvd., S.B. Jax Ltd. c/o Songy Partners Realty, Ltd. 200 W. Forsyth Street, Suite 800 S.X. Callahan Inc. 824 Laredo Street Safari Business Center c/o Zebra Properties 2020 Lynx Trail Saint Lukes Medical Ctr 1719 East 19th Street Samuel K. Wong 137 S. 7th Avenue San Diego 225 RPFIII Limited Liability Co. 225 Broadway San Diego Community College District 3375 Camino Del Rio South San Diego Community College District 3375 Camino Del Rio South San Diego Community College District 3375 Camino Del Rio South San Diego Community College District 3375 Camino Del Rio South San Diego Community College District 3375 Camino Del Rio South San Diego Community College District 3375 Camino Del Rio South San Diego Community College District 3375 Camino Del Rio South San Diego Community College District 3375 Camino Del Rio South San Diego Community College District 3375 Camino Del Rio South San Diego Community College District 3375 Camino Del Rio South SAN DIEGO GAS & ELECTRIC CO 101 ASH STREET San Diego Mayflower 9320 Miramar Road San Diego Mayflower 9320 Miramar Road San Diego Mayflower 9320 Miramar Road San Diego Mayflower 9320 Miramar Road San Diego Mayflower 9320 Miramar Road San Diego Tech Center LLC 9605 Scranton Rd #102 San Diego Tech Center LLC 9605 Scranton Rd #102 San Diego Tech Center LLC 9605 Scranton Rd #102 San Diego Tech Center LLC 9605 Scranton Rd #102 San Diego Tech Center LLC 9605 Scranton Rd #102 San Diego Tech Center LLC 9605 Scranton Rd #102 San Diego Tech Center LLC 9605 Scranton Rd #102 San Diego Tech Center LLC 9605 Scranton Rd #102 San Diego Tech Center LLC 9605 Scranton Rd #102 San Franando Cathedral 115 Main Plaza San Gabriel Valley Medical Center 438 W. Las Tunas Dr. San Marcos Pavilion/Las Campanillas Villa 703 Palomar Airport Rd., Suite 250 Sanderson J. Ray Carnagie Centre Associates 2699 White Rd, Ste 150 Sanderson J. Ray Carnagie Centre Associates 2699 White Rd, Ste 150 Sang C Lee & Soon Lee 155 Polo Pony Drive Sara H. Bissell and Alice Harney 6337 Morrison Blvd Sarah H. Bissell 6230 Fairview Road Sarah H. Bissell 6302 Fairview Road SBHI, Inc 580 N 4th St SCC COMMUNICATIONS 6285 LOOKOUT ROAD Scenic Loan Acquisition Partnership c/o Investment Properties Group 16672 Millikan Avenue SCHWAB RETIREMENT PLAN SERVICES 320 SPRINGSIDE DRIVE, SUITE 350 SCI 8200 Old Brownsville Road Scott Jones 14526 Jones Maltsberger, #210 Scurfield Co. 1012 2nd Street Service Corporation International 3422 Holly Road Seymour Rosenblum 5315 Laurel Canyon Blvd SHARED COMMUNICATIONS SERVICES, INC 3723 FAIRVIEW INDUSTRIAL DRIVE SE Sharland Investment 3820 Auburn Blvd. Shaw Business Center 1630 Union Street Sheldon Appel Company 2148A Federal Lane Sheldon Gans 242 E Gish Rd Shepards 555 Middlecreek Parkway Sheraton San Diego 1380 Harbor Island Drive Sherrilyn I. Coakes 26465 N. Paso Trail Shoal Creek No.1, LLC 16901 N. Dallas Parkway, #424 Sierra Curtis Neighborhood Association 2791 24th Street Sierra Development Company One East First Street Signature Services P.O. Box 2071 Signature Yosemite Limited Liability 11344 Coloma Rd Sinco Investments 5675 DTC Blvd, Suite 120 SJ Archulete 3130 Bradshaw Rd. 3330 C. One Half Rd Square Six Partnership, Ltd 700 3rd Street S.E Slesnick Realty Co. Ltd 700 3rd Street SE Slesnick Realty Co. Ltd. 25 Stillman St SlipNet, Incorporated 2402 Michelson Drive, Suite 270 Smyth Asset Management Company 1150 West Third Street Society National Bank c/o Induflex Properties Soeder Limited 33230 Lakeland Blvd. Softlanding Systems Inc 84 Elm Street Solana Beach Towne Centers Investments, LP c/o American Assets, Inc. 11455 El Camino Real, Suite# 200 SOSINC 4297 SERGEANT RD SOUTH DAKOTA NETWORK 2900 W. 10TH ST. South Grammar Office Complex 34 Connecticut Boulevard SOUTHEAST COLORADO POWER ASSOCIATION 901 WEST 3RD STREET SOUTHERN CALIFORNIA EDISON CO 2244 WALNUT GROVE AVE, P. O. Box 800 SOUTHERN CALIFORNIA EDISON CO 2244 WALNUT GROVE AVE, P. O. Box 800 SOUTHERN CALIFORNIA EDISON CO 2244 WALNUT GROVE AVE, P. O. Box 800 SOUTHERN DEVELOPMENT & 64 PERIMETER CENTER EAST Southern National Center LTD Partnership 200 S. College Street SOUTHERN TELECOM 1 INC 270 PEACHTREE STREET 15TH FL SOUTHWESTERN BELL ONE BELL PLAZA, ROOM 280 SOUTHWESTERN BELL TELEPHONE 208 S AKARD, ROOM 2802 SOUTHWESTERN BELL TELEPHONE CO 1010 PINE STREET SOUTHWESTERN BELL TELEPHONE COMPANY 6500 WEST LOOP SOUTH, ZONE 5-3 SOUTHWESTERN BELL TELEPHONE COMPANY ONE BELL PLAZA SOUTHWESTERN BELL TELEPHONE COMPANY (SWBT) ONE BELL PLAZA Spieker Properties LP 2200 Powell Street Spieker Properties LP 655 Montgomery Street, #1400 Spieker Properties LP 655 Montgomery Street, 1400 SPRINT 1200 MAIN ST., 10TH FLOOR Sprint Communications Company LP 8140 Ward Parkway Sprint Spectrum LP 4700 South Syracuse, Ste 600 ST PAUL FIRE AND MARINE INSURANCE COMPANY 385 WASHINGTON ST. St. Paul Properties Inc 385 Washington Street ST. PAULS GREEK ORTHODOX CHURCH 14 W. Anderson Street Standard Register 600 Albany Street Stanley & Ruth Crowe 4162 Weisenberger Rd Stanley Blaustein Stanton Partners 1640 Gilbreth Road STAR TELECOM INC 1145 HIGHBROOK ST, SUITE 411 STARNET 579 FIRST BANK DR, SUITE 100 STAR-TEL (STARTEL, STAR TEL) 1200 BRIARCREST DRIVE, SUITE 1000 Starwood SVP II, LLC c/o Trammell Crow Company 21515 Hawthorne Blvd, Ste 805 State of Colorado Attn: Dept of Personnel, General Support Services., 690 Kipling State of Colorado Attn: Dept of Personnel, General Support Services., 690 Kipling State of Colorado Attn: Dept of Personnel, General Support Services., 690 Kipling State of Colorado Attn: Dept of Personnel, General Support Services., 690 Kipling State of Colorado Attn: Dept of Personnel, General Support Services., 690 Kipling State of Colorado Attn: Dept of Personnel, General Support Services., 690 Kipling STATE COMMUNICATIONS 200 N. MAIN STREET, SUITE 303 STATE OF ALABAMA/GTE SOUTH, INC PO BOX 997 State of California Public Employees Retirement Sy 400 P Street, Room 3310 STATE OF COLORADO 690 KIPLING STREET STATE OF COLORADO DEPT OF TRANSPORTATION 4201 E ARKANSAS STATE OF GEORGIA 2 CAPITOL SQ STATE OF NORTH CAROLINA P. O. Box 25000 STATE OF NORTH CAROLINA COUNTY OF MECKLENBURG NORTH CAROLINA STATE OF DEPT OF TRANSPORTATION DIVISION OF HIGHWAYS State Teachers Retirement System 11755 Wilshire Blvd STD, Ltd 2901 Saco St Stephen Brandenburger 11290 Trade Center Drive Stephen J. Whicahard 225 Broadway, Ste 1700 c/o Sentre Partners Attn: Audrey Asaro STERLING TELECOMMUNICATIONS 215 SOUTH LA CIENEGA BLVD, SUITE 205 Steve Bayes 6127 Fair Oaks Blvd Steven C. Hallman Press 13624 Floyd Circle Strawberry Holding, Inc. 2350 17th Avenue, Suite 205 Stuart Gruendl 2067 Mountain Blvd Summit Office Park Summit Three, Acct# 63ICG01 P.O. Box 72393 Summit Office Park Summit One P.O. Box72391 Sunbelt-Varna, LTD 7633 Varna Avenue SUPERIOR 24012 CALLE DE LA PLATA SUITE 470 Surrendra & Savita Gorel 2740 Telegraph Avenue Sutton Properties 2174 Harris Avenue, Suite 5 Suzanne Kilmer 3835 J Street Swedish Hospital 701 E. Hampden Avenue Swedish Medical Center 6169 S. Balsam Way T Allan & J Henry et al 439 Eccles Avenue T.P. Corporation 6189 Mayfield Rd, Ste 202 T.P. Corporation 6189 Mayfield Rd, Ste 202 Taber Consultants c/o Al Taber 3911 W. Capitol Avenue Tabor Center Associates, L.P. 1200 17th Street, Suite 1130 TCAST COMMUNICATIONS, INC (T CAST) 624 SOUTH GRAND AVENUE, #2900 Tegra Telephone Systems, LLC 200 West 10th Street TEKSYSTEMS 7301 PARKWAY DRIVE TEKSYSTEMS, INC 7301 PARKWAY DRIVE TELECOM AFFILIATES INC 2601 SOUTH LEMAY, SUITE 36 Telehub, Inc. 65 Manor Road Telemax System TELEPACIFIC CORPORATION 515 S FLOWER ST, #4900 TELEPACIFIC CORPORATION 800 W. 6TH STREET Teresa Sharp 7217 Bandera Road, Building B Terry R O'Neill 23221 S. Pointe Drive, Suite 103 Th Harris Group Partners 330 South Tryon The Beerman Realty Company 11 West Monument Building The Brentwood at Kiowa, HOA 11500 San Vicente Blvd. The Briargate Joint Venture 7710 North Union Blvd The Burnham Insitute 10901 N. Torrey Pines Road., Suite 500 The Chateau 20501 Venture Boulevard, Suite 220 The Clorox Company 1221 Broadway The Equitable Life Assurance Society of the US COMPASS M&L - Denver 21201 Network Place The First National Bank of Boston 99 west Street THE FOXWORTHY PARTNERSHIP 1601 Jackson Street, Suite 200 The French Company 2500 Michelson Drive, Ste 250 The Galbreath Company 33 West First Street The Galbreath Company 40 West Fourth Street The Goathill Group, LLC 5670 Greenwood Plaza Blvd The Lafayette Partnership 523 S. Louisiana Street, Suite 100 The Lebovic Family Trust 7021 Radford Ave The Parklane Company P.O. Box 2725 The Realty Assoc Fund IV/Tri Freeway Business Park P. O. Box 51921, Unit X The Secretary of the Army Omaha District, Corps of Engineers ATTN: CENWO-RE-MM 215 N 17th Street THE SUPREME COURT LTD c/o Ivan Bruner 5555 Odana Road, Suite 115 The University of Denver 2301 South University Boulevard THE ZELLERBACH FAMILY FUND C/O B.E. PROPERTIES 120 MONTGOMERY STREET, SUITE 2000 Thomas A. Hollfelder 760 Arrow Grand Circle Thomas Gabele 6125 El Pomar Drive Thomas H. Oneal Revocable Trust 19039 E. Plaza Drive Three Cloverleaf Parkway 5525 Cloverleaf Parkway Thruway Court LLC c/o HKS Realty Associates 290 Elwood Davis Road, #306 Thunderstone-Expansion Programs International Inc. 11115 Edgewater Drive Tiernan Communications 11025 Roselle St TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLE NORTHEAST OHIO 1655 BRITTAIN ROAD TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLEVISION OF CHARLOTTE 316 E. Morehead Street TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLEVISION OF CHARLOTTE 316 E. Morehead Street TIME WARNER ENTERTAINMENT LP C/O TIME WARNER CABLEVISION OF CHARLOTTE 316 E. Morehead Street TIME WARNER TELECOM 10475 PARK MEADOWS DRIVE TIME WARNER TELECOM 4001 Main Street Todd Smith 6920 Miramar Road Toebben, LTD. 541 Buttermilk Pike, Suite 104 Tokai Financial Services, Inc. Reference # 24162043 P.O. Box 105819 Tom and Barbara Schmidt 2828 Q Street Tom Cheng 2149 Old Oakland Rd Tom Cook 2020 Hurley Way Tom Keberlein Construction, LLC 2990 29th Street, Unit 7 Tower Corporation 1405 Curtis Street Town & Country Foods 3115 E. Mulberry Toyo Real Estate Company USA, Inc. 600 Wilshire Blvd. Toyo Real Estate Company USA, Inc. 600 Wilshire Blvd. TRANSACTION NETWORK SERVICES (TNS) 1939 ROLAND CLARKE PLACE TRANSACTION NETWORK SERVICES (TNS) 1939 ROLAND CLARKE PLACE TRANSAMERICA 1150 SOUTH OLIVE STREET TRANSTEL COMMUNICATIONS, INC. D/B/A NATIONAL NETWO 324 SOUTH STATE, SUITE 308 TRAVERS REALTY CORP. 550 SOUTH HOPE STREET, 26TH FLOOR Tres Limited c/o Total Management 1201 16th Avenue South Triad Property Management 123 S. Alvarado Street Triangle Real Estate Services, Inc. P.O. Box 30917 Trident Center Partners 11355 W. Olympic Blvd., TriNet Essential Facilities X, Inc. Four Embarcadero Center Tri-State Improvement Co c/o Compass Management & Leasing 105 East 4th Street Triton Overseas Transportation TT Consulting 15398 S.W. 153rd Street Two American Center Cooper Realty Investments 1801 Forest Hills Blvd. Two First Unio Centre 301 South Tryon Street, Suite 1910 Two North Twentieth, L.P. 2 North 20th Steert Ultima Holdings LLC 55 Marietta Street, N.W., Suite 1555 UniFirst Holdings L.P. dba UniFirst 3047 E. Commerce St., UNION PACIFIC 37847 SHINN STREET Union Pacific Railroad 1416 Dodge Street UNION PACIFIC RAILROAD COMPANY 1800 FARNAM ST. UNION PACIFIC RAILROAD COMPANY 37847 SHINN STREET United Building Associates 707 S. Broadway, Suite 411 United Office Inc. 217 E. Stone Avenue, Suite 10 UNITED PARCEL SERVICE P.O. BOX 505820 UNITED PERSONNEL 7720 E. BELLEVIEW, SUITE B-103 United States Realty & Investment Co c/o Murphree Properties, Inc. P.O. Box 653 United Way 8912 Volunteer Ln Ste 200 University National Bank Center J V 2696 South Colorado Blvd University of Texas System 201 West 7th Street, Room 430 University Town Center Associates LP c/o TrizecHahn Offices Properties Inc. 233 S. Wacker Rd., Ste 3330 US ARMY., Omaha District, Corps of Engineers Attn: CENWO-RE-MM., 215 N. 17th Street US COM INC 146 W. COURTLAND US COM INC 146 W. COURTLAND US COM, INC. 2201 GLENARM PLACE US WEST COMMUNICATIONS 1801 CALIFORNIA ST., RM 2330 US WEST COMMUNICATIONS 800 MAIN STREET US WEST COMMUNICATIONS INC 1801 CALIFORNIA, ROOM 2410 Utah State Retirement Fund Sierra Properties, Inc. 102 South Tejon, Suite 104 Valley Business Park 1516 N Fairfax Ave Valley Community Health Center 157 Main St Valley Presbyterian Hospital c/o Transcon Property Services Partners 15211 Vanowen Avenue Valley Village 20830 Sherman Way ValleyLab, Inc. 5920 Longbow Drive VANION, INC. 2 NORTH CASADE, SUITE 900 VANKAMPEN INVESTMENTS, INC. ONE PARKVIEW PLAZA Vault/Land Limited Co. 2115 Wales Avenue N.W. VENTURE REALTY 101 North West 75th Street, Suite 1 VERIO TEXAS 2499 SOUTH CAPITAL OF TEXAS HIGHWAY VERIZON Vernon C. Genn 950 Parker Street Versacom, Inc 801 W Mineral Ave VERTEX INC 1041 OLD CASSATT ROAD VERTEX INC 8410 BRYN MAWR VIATEL, INC 800 3RD AVENUE Victor Dallari, Jr. 11363 Folsom Blvd. VILLAGE OF VALLEY VIEW 6848 HATHAWAY ROAD VILLAGE OF VALLEY VIEW 6848 HATHAWAY ROAD Vincent Maita 2500 Auburn Blvd Vincent Vanni c/o Harrison Vanderslice, Drawer 610 Vine Properties 3255 Wilshire Blvd. Violette Florika 8666 Commerce Avenue VIP Plaza 2209 N. San Gabriel Blvd. VISTA VOICE AND DATA P.O. BOX 25459 Vitesse Semiconductor, Inc. 741 Calle Plano VNET 325 East 9th Street VOICE VISION INTERNATIONAL 444 S. Flower Street Suite 4188 WALLER CREEK COMMUNICATIONS 1801 N. LAMAR BOULEVARD, SUITE M WALLER CREEK COMMUNICATIONS 1801 N. LAMAR BOULEVARD, SUITE M Wang Partnership 5325 Pacific Coast Highway Ward, Asel, Sunthimer & Co. P.C. 5495 Belt Line Road, #170 Warner Redhill Association, LTD c/o Insignia/ESG 15941 Redhill Avenue Watt Management Co. 1000 East Garvey Avenue South Waxie Enterprises, Inc. 9353 Waxie Way WCB Five Limited Partnership c/o PM Realty Company LP 9450 Scranton Road, Ste 105 WCB Five Limited Partnership c/o PM Realty Company LP 9450 Scranton Rd, Ste 105 Webster Street Partners LTD 2101 Webster Street WECS Corporation 1736 E. Sunshine, Suite 304 Weigand-Omega Management, Inc 333 S. Broadway, Suite 105 West Capital Partners 825 Harbor Blvd WEST COAST PORTABILITY SERVICES, LLC AND NEUSTAR, HTTP://WWW.NUMBERPOOL.COM West Court Square Triad Properties Corp 200 Westside Square, Suite 53 West End Properties, LLC P.O. Box 640754 West First Plaza, LLC c/o Stratford Business Corp 130 W. 2nd Street, Suite 628 West Investment Properties 1000 E. Garvey Avenue South West Jefferson Place c/o The Gibson Co. 340 S. Broadway, Suite 102 West Mall Associates LLP 8686 19th St West Point Development Co 910 54th Avenue Western Farm Credit Bank 3636 American River Dr Western Union ATS, Inc. 2400 N. Glenville Drive Western Union, ATS, Inc 2400 N. Glenville Drive Westport, LTD 333 West Hampden Avenue, Suite 800 Westside Residence Hall, Inc 733 South Hindry Avenue W-F Associates, LTD Partnership 101 North Tryon Street Whittington Realty Partners 10300 Linn Station WHML-S Real Estate Limited Partnership c/o Grubb & Ellis Management Services, Inc. 2001 Park Place North, Suite 910 WHML-S Real Estate Limited Partnership c/o Grubb & Ellis Management Services 2001 Park Place North, Suite 910 WHPX-S Real Estate Limited Partnership P.O. Box 2910 Willard & Company 4000 Dahlia St Willard Computers 276 West Bangle Road William C. Godley 415-D Minuet Lane William or Sharon Reininger 10934 Lin-Vale Drive Willow Trace II Associates LP 830 Fesslers Parkway, Suite 100 Wilshire Center Inc 3255 Wilshire Blvd Wilson Plaza Associates LP 606 N. Carancahua, Suite 900 Wilson Plaza Associates, LP 606 N. Carancahua Street Wilson Plaza Associates, LP 606 N. Carancahua Street WJS, Inc. 5031 Birch Street, Suite D WJS, Inc. 5031 Birch Street, Suite D WJS, Inc. 5031 Birch Street, Suite D WKB Value Partners, LP-Eaton Center c/o CB Richard Ellis 1111 Superior Ave., Suite 1105 Wohl/Valley Plaza 2402 Michelson Drive, Suite #170 Woodmen Office Campus 3 JV, LLC 400 S Colorado Blvd, Ste 210 Woodmen Office Campus 4 JV LLC 7350 Campus Drive WORLD TOUCH COMMUNICATIONS, INC (WORLDTOUCH) 1144 NORTH PLANN ROAD, SUITE 1400 Writer Corporation 27 Inverness Drive East WW & LJ Gateways Ltd 11111 Santa Monica Boulevard, Ste 100 WW & LJ Gateways Ltd 11111 Santa Monica Boulevard, Ste 100 Yehuda Lavee, Gideon Goldman and Yehuda Handel 16161 Roscoe Blvd Yellow Transportation LLC 7500 E 41st St Young Life Inc 420 North Cascade Ave Zellerbach Family Fund c/o B.E. Properties 120 Montgomery, Ste 2000 Ziff Properties Inc P.O. Box 751554 ZNET, INC. 777 SOUTH HIGHWAY 101, SUITE 204 Zufu Properties Company, LTD c/o Total Properties Management Company 3530 Wishire Blvd Zufu Properties Company, LTD c/o Total Properties Management Company 3530 Wishire Blvd Zufu Properties Company, LTD c/o Total Properties Management Company 3530 Wishire Blvd Zufu Properties Company, LTD c/o Total Properties Management Company 3530 Wishire Blvd Zufu Properties Company, LTD c/o Total Properties Management Company 3530 Wishire Blvd
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(TABLE CONTINUED) [Enlarge/Download Table] ICG Communications, Inc. Listing of Executory Contracts and Unexpired Leases To be Assumed ------------------------------------------------------------------------------------------------------------------------ Non-Debtor Party to Lease/Contract - Continued ------------------------------------------------------------------------------------------------------------------------ Address ------------------------------------------------------------------------------------------------------------------------ Name City State Zip ------------------------------------------------------------------------------------------------------------------------ 10 Parkway Plaza Associates Charlotte NC 28202 1000 Atlantic Avenue/Aegis Corporate Services Oakland CA 94607 1001 Euclid Associates Company, Ltd Cleveland OH 44115 1001 Euclid Associates Company, Ltd Cleveland OH 44115 1052 West Peachtree, LLC Atlanta GA 30309 111 Dayton Association LTD Dayton OH 45402 11601 Wilshire Associates Los Angeles CA 90025 1200 Wilshire Building, Ltd Los Angeles CA 90017 12039 W. Alameda Parkway Lakewood CO 80112 129 W. Trade Street, L.L.C. Charlotte NC 28202 130 West Second Ltd. Dayton OH 45402 1331 17th Inc Vandalia OH 1331 17th Street, Inc. Denver CO 80202 1340 Old Bayshore Associates Burlingame CA 91010 13857 Hawthorne Blvd. Land Trust Hawthorne CA 90250 161 Inverness Drive West Englewood CO 80112 1655 Walnut Street, LLC Boulder CO 80302 1700 I Street Associates Sacramento CA 95819 17Th Street Plaza Realty Holding Chicago IL 60690 1800 NE Loop San Antonio TX 78217 1903 S. Broadway Company Rochester MN 55904 1940 Blake St, Ste 301 Denver CO 80202 200 North Third Ave Camp Hill PA 17001-1394 2060 Broadway Denver CO 80206 2100 West Loop South Houston TX 77027 2221 Bijou Limited Liability Company c/o Fieldhill Properties Colorado Springs CO 80909 2450 South Trust Tower Birmingham AL 35223 280 Associates, L.L.C. 30 P-Park, LLC Atlanta GA 30341 300 Market Street Partnership Oakland CA 94607 3000 Pearl Street Boulder Boulder CO 80301 3222 Winona Bldg., LLP North Highlands CA 95660 3310 West End, LLC Cincinnati OH 45264-0754 3411 Investments Dayton OH 45439 3825 Newport Street Denver CO 80210 3875 Wilshire Company Los Angeles CA 90005 3rd St. LTD Boulder CO 410 Seventeenth Street Corp Denver CO 80202 519 Carolina San Antonio TX 78210 55 Almaden Bouelvard Partners Los Angeles CA 90025 5901A Peachtree-Dunwoody Road C/O Palisades One Atlanta GA 30328 5th Avenue Professional Center San Diego CA 92101 6060 Partnership Boulder CO 80301-3323 6310 Fairview Road Charlotte NC 28210 6401 Morrison Boulevard Charlotte NC 28211 641 Mission Street Partners San Francisco CA 94103 65 Public Square Associates Wilkes-Barre PA 18701 700 Prospect Corporation Cleveland OH 44115 707 L.L.C. or 2850 L.L.C. 717 S Wells, LLC Chicago IL 60607 75 Broad LLC New York NY 10004 770 L Street Investment Group, Inc. Sacramento CA 95814 8670 Property Partners LTD Beverly Hills CA 90211 888 Craycroft Properties Tucson AZ 85704-4339 910 Associates, Inc. Denver CO 80202 9100 San Pedro Avenue San Antonio TX 78216 9174 S. Jamaica Tulsa OK 74103 96 Inverness LP Englewood CO 80112 9620 Chesapeake Building San Diego CA 92123 Academy Travel Network Accelerated Bureau of Collections Inc Englewood CO 80111 Access Developer San Diego CA 92121 Access Developer San Diego CA 92121 Access Transmission Services Rchardson TX 75082 ACF Plaza Los Angeles CA 90010 ACF Properties Englewood CO 80111 ACI Vacaville CA 95696-6269 Action Instruments San Diego CA 92123 Action Investments Escondido CA 92025 Actors Theatre of Louisville, Inc. Louisville KY 40202 Actors Theatre of Louisville, Inc. Louisville KY 40202 Adaptec Longmont CO 80503 ADC SAVILLE 0 Adkisson Vibeke Englewood CO 80110 Adler Office Associates, Ltd. Miami FL 33126 ADS Switch Partners, LLC Sacramento CA 95814 ADT Security Systems, Inc. Aurora CO Advanced Property Management & Leasing Lakewood CA 90712 Adventure Unlimited Englewood CO 80111 AEP COMMUNICATIONS LLC Columbus OH 43215 AEP Communications, LLC Columbus OH 43215 Aero Industrial San Diego CA 92112-3010 Aero Park Associates San Diego CA 92123 Aetna Life Insurance Co. Denver CO 80202 Aetna Life Insurance Denver CO 80202 Aetna Life Insurance Co. Charlotte NC 28209 Affiliated Medical Practices Columbus OH 43205 Affordable Travel Austin TX 78756 Aggreko, Inc. Commerce City CO 80022 AGT International Inc. BDSI Inc D/B/A Beechwood Columbus OH 43202 AIG Life Insurance Co Denver CO 80202 Alameda Credit Union Alameda CA 94501 Alameda Real Estate Investments Alameda CA 94501 Alamo Management San Antonio TX 78230 Alexander Street Investors, LLC Charlotte NC 28202 All Crane Erection & Rental Inc Cleveland OH 44142 All State Management Co Akron OH 44310 ALTA Broadcasting San Jose CA 95113 AmCap/Denver Limited Partnership Lakewood CO 80228 American Baptist Churches of the Pacific Southwest Covina CA 91724 American Electric Power Columbus OH 43215 American Housekeeping Dallas TX 75208 American Humane Association Englewood CO 80112 AMERICAN RECOVERY SERVICE, INC Highlands Ranch CO 801631172 AMERICAN TELECONFERENCING SERVICES, INC. COLORADO SPRINGS CO 80919 America's First Federal Credit Union Birmingham AL 35203 Ameritech / Prism 0 Ameritech Information Industry Srvs Milwaukee WI 53202 Amerivoice Corporation Akron OH 44303 AmSher Collection Birmingham AL 35203 Amstar Denver Ltd., Denver CO 80265 Anderson Family Trust City of Industry CA 91748 Andrew Earl Karsh San Diego CA 92120 Andrews-Bloom Investments LP San Francisco CA 94080 Anemone Properties Associates, L.P. Englewood CO 80111 ANS Communications, Inc. Purchase NY 10577 Anthony J. Kutschera Atlantic City NJ 08404 Apollo-Pacifica, LLC Cleveland OH ARAG Group Des Moines IA 50309 Aragon, Debra Englewood CO 80112 Arapahoe & Revere Business Center LLC Englewood CO 80112 Arapahoe & Revere Business Center LLC Englewood CO 80112 Arden Landmark, L.L.C. Indianapolis IN 46206 Arden Realty Limited Partnership San Francisco CA 94120-7636 Arden Realty, Inc. Conshohocken PA 19428 Arena Group 2000, LLC San Diego CA 92210 Argora Properties, LP Topeka KS 66603 Art Letich Realtors San Diego CA 92116 Artesia Data Systems, Inc. Willoughby OH Arthur Bros Investment Co Santa Clara CA 95051 Arts Center Foundation Dayton OH 45402 Arts Center Foundation Dayton OH 45402 Arunee & John Pattaphongse Los Angeles CA 90021 Asean Telecom Rowland Heights CA 91708 Ashford Loop Associates, L.P. Newark NJ 71989 Ashisk Vibhakar Torrance CA 90505 Ashley Weyland San Antonio TX 78222 Aspen Properties LP Orange CA 92668 Assistance League of Huntington Beach Huntington Beach CA 92648 AT&T NEW YORK NY 10013-2412 AT&T COMMUNICATIONS, INC NEW YORK NY 10013 Atomic Investments, Inc. Vista CA 92083 Atrium Properties, LLC Garden Grove CA 92845 Augustus Properties Burbank CA 91502 Auraria Foundation Denver CO 80217 Auraria Higher Education Center Denver CO 80217 AVCO Center Corporation Los Angeles CA 90049 Aweida Investment Boulder CO 80301 B. Donald Grant Los Angeles CA 90064 Balco Properties Walnut Creek CA 94596 Bank Building Limited Partnership, NW Atlanta GA 30303 Barber Dairies, Inc. Birmingham AL 35209 Barber Dairies, Inc. Birmingham AL 35209 Barber Dairies, Inc. Birmingham AL 35209 Barber Dairies, Inc. Birmingham AL 35209 Barber Dairies, Inc. Birmingham AL 35209 Barber Dairies, Inc. Birmingham AL 35209 Barclays American Corporation Charlotte NC 28231 Barry Avenue Plating Co., Inc. Los Angeles CA 90064 Batavia Investors LLC Orange CA 92865 Bath Technology Associates Akron OH 44333 Bath Technology Associates Akron OH 44333 Bay 511 Corp Englewood CO 80111 Bay 511 Corp Englewood CO 80111 Bay 55 Corporation Bay Area Professional Corpus Christi TX 78412 BayView Center San Diego CA 92101 BCI Properties Company # 44 Charlotte NC 28217 BCI Properties Company # 44 Charlotte NC 28217 BCI Properties Company # 44 Charlotte NC 28217 BCI Properties Company # 44 Charlotte NC 28217 BCI Properties Company # 44 Charlotte NC 28217 BCI Properties Company # 44 Charlotte NC 28217 BCI Properties Company # 44 Charlotte NC 28217 BCI Properties Company # 44 Charlotte NC 28217 BCI Properties Company #44 Charlotte NC 28217 BCI Property Co. No. 10 Charlotte NC 28211 BCI Property Company # 10 Charlotte NC 28211 BCI Property Company # 11 Charlotte NC 28211 BCI Property Company # 111 Charlotte NC 28209 BCI Property Company # 21 Charlotte NC 28211 BCI Property Company # 43 Charlotte NC 28211 BDSI d/b/a Beechwood Intercom Clark NJ 07066 Beechcroft Building Partnership Columbus OH 43229 Beerman Realty Company Dayton OH 45402 Belk Brothers Properties Inc., Charlotte NC 28217 Bell Atlantic-Virginia Inc. New York NY 10036 Bell South Interconnection Services Birmingham AL 35203 BellSouth Telecommunications Inc. Birmingham AL 35203 BellSouth Telecommunications Inc. Birmingham AL 35243 Benjamin Ford San Diego CA 92101 Benjamin Ford San Diego CA 92101 Bernstein Investments BetaWest-Scanticon Joint Venture Englewood CO 80112 Beutler Heating and Air, Inc. Sacramento CA 95827 Beverly Hills Center, LLC Dallas TX 75201 Bijou LTD Liability Co. Colorado Springs CO 80909 Birmingham Realty Company Birmingham AL 35203 Bitro Telecom Los Angeles CA 90017 Bixby Ranch Company Seal Beach CA 90740 BJCC Authority Birmingham AL 35203 Blue Cross Blue Shield Cleveland OH 44115 Blue Cross of California Woodland Hills CA 91367 Bluegrass Office Building Louisville KY 40299 BMC Properties, LLC Boulder CO 80301 Bo Gustafson Oceanside CA 92054 Bob Dean/Beliste Building Baton Rouge LA 70801 Boettcher Bldg LP Englewood CO 80111 Bolsa Business Park Management Huntington Beach CA 92649 BOMCM/Village Hillcrest, LP San Diego CA 92121 BOS Properties San Diego CA 92108 Boulder and Left Hand Irr Co, The 0 BOULEVARD MEDIA, INC. DENVER CO 80203 Boulos Property Management Portland ME 04101 Boyd Enterprises Utah, L.L.C. West Valley UT 84120-2313 Bradbury Family Partnership CO Brandywine Operating Partnership, LP Philadelphia PA 19182-8104 Brannan Partners LP San Francisco CA 94107 BRE/MAXUS LLC Dallas TX 78758 Brent Bolken San Diego CA 92121 Brewer-Garret Company Middleburg Heights OH 44130 Brewer-Garret Company Middleburg Heights OH 44130 Bridgewater Place LLC Grand Rapids MI 49501 Bright Properties West San Diego CA 90101 Britannia Hacienda I L.P. Pleasonton CA 94588 Brommel Properties c/o Ameriland Realty Santa Ana CA 92705 Brontel-Bearing Bronze Co., Cleveland OH 44105 Brookwood L.L.C. Birmingham AL 35223 Broomfield Tech Center Corporation Broomfield CO Bryan Reed Company Omaha NE 68102 BRYON SELL, KRISTINE SELL, TYRON SELL & MISTY SELL PAGE AZ 86040 Buell W. Stone El Cajon CA 92019-3223 Burlington Northern Topeka KS 66601 Burns Enterprises, Inc. Englewood CO 80112 Busch Properties Columbus OH 43229 Bushnell Investments, Inc. Springfield OH 45502 Butler-Johnson Corporation San Jose CA 95161 Byron Sell, Kristine Sell, Tyron Sell & Misty Sell Page AZ 86040-2872 Byron, Kristine, Tyron & Misty Sell Aurora CO C. K. Southern Associates Charlotte NC 28202 C.B. Investments Oklahoma City OK 73112 C.S. Municipal Airport Colorado Springs CO 80916 c/o Anastasi Realtors Redondo CA 90254 c/o Brookwood Management Company, Inc. North Canton OH 44720 c/o John Stewart & Company Oakland CA 94612 C3 Comm/Fortuna Austin TX 78746 C3 Comm/Fortuna Austin TX 78746 C3 COMMUNICATIONS AUSTIN TX 78731 C3 COMMUNICATIONS AUSTIN TX 78731 C3 COMMUNICATIONS AUSTIN TX 78731 C3 COMMUNICATIONS AUSTIN TX 78746 CAC Real Estate San Francisco CA 94107 Cahners Publishing Highlands Ranch CO 80126 California Institute of Technology Pasadena CA 91125 California Pharmacists Inc Sacramento CA 95814 California Workspace Sacramento CA 95827 Callidus Software Inc. San Jose CA 95113 Cambridge Realty Group, Inc. San Antonio TX Camelot Real Estate Sacramento CA 95822 Cameron Harris Charlotte NC 28210 Cameron M. Harris Charlotte NC 28210 Canal Place Ltd. Akron OH 44311-1010 Canal Place Ltd. Akron OH 44311 Canal Place Ltd. Akron OH 44311 Canyon Investments Sacramento CA 95821 Capital & Counties c/o Charles Dunn RE Services Los Angeles CA 90017 Capital Foresight Denver CO 80202 Capital View Center Condominium Association Austin TX 78746 CARDINAL MANAGEMENT CORPORATION VIENNA VA 22182 Carlsbad Commerce Center Carlsbad CA 92008 Carmel Country Plaza, LP c/o American Assets Inc San Diego CA 92130 Carriage Services Corporation Corpus Christi TX Carriage Trace, Inc. Centerville OH Carson Industrial Park Associates Gardena CA 90248 Cascade Plaza Associates, LLC Akron OH 44308 Cascades Denver Corporation Englewood CO 80111 Castle Hills Church Northwest San Antonio TX 78240 Catellus Corporation Sacramento CA 95816 Catellus Development Corporation Santa Fe Springs CA 90670 Catlin Properties, Owner Agent Broomfield CO 80021 CB Richard Ellis, Inc Los Angeles CA 90017 CBIF VI, No. 1 Co. Englewood CO 80111 CBIZ PROPERTY TAX SOLUTIONS, INC. Littleton CO 80161-2798 CC Drs Medical Bldg. Condo Assoc. Inc Corpus Christi TX 78411 CCMI WASHINGTON DC 20090-8067 CCS Assets Investments (Jendy and Sprague) San Antonio TX Center Denver Industrial Associates Center for Communications Management Information Rockville MD 20852 Centoff Realty Company, Inc. Brentwood TN 37027 Centoff Realty Company, Inc. Brentwood TN 37027 Central Bank National Association Denver CO 80202 Central Building Associates, LLC Oakland CA 94612 Central Colorado Mgmt Owner Representatives Colorado Springs CO 80906 Central Power & Light Company Corpus Christi TX 78401 Central Power & Light/ CSWS Tulsa OK 74119 Central Power and Light Company Corpus Christi TX 78401 Century Plaza Company Birmingham AL 37209 Champions LLC Birmingham AL 35242 Charles & Sandra Metzger Sacramento CA 95816 Charles Coben San Antonio TX 78228 Charles Coben San Antonio TX 78227 Charles Coben San Antonio TX 78227 CHARLES J LOMBARDO VALLEYVIEW OH Charles J. Lombardo Valley View OH 44124 Charles Schwab & Company San Francisco CA 94104 Charles Schwab Trust Company San Francisco CA 94105 Charter Communications Pasadena CA 91101 Chartwell Limited Partnership II Charlotte NC 28217 Chattanooga Bank Associates Chattanooga TN 37402 Chen International Publications USA, Inc. Monterey Park CA 91754 Cherry Creek Mortgage (David Kofoed) Cherry Tree, LLC Denver CO 80291-0515 China Basin Landing, Ltd. San Francisco CA 94107 Chippendale Office Park Sacramento CA 95841 Chrisman Construction CIGNA Denver CO 80210 Cincinnati Bell Long Distance Cleveland OH 44115 Cincinnati Bell Telephone Co Cincinnati OH 45202 Cincinnati Bell Telephone Company Cincinnati OH 45201-2301 CITY & COUNTY OF DENVER DENVER CO 80217-0440 CITY & COUNTY OF DENVER Denver CO 80202 City & County of San Francisco San Francisco CA 94101 City & County of San Francisco San Francisco CA 94102 CITY AND COUNTY OF DENVER DENVER CO 80202 City Centre Partners Sacramento CA 95814 City Mall Modesto CA 95354 City of Akron Akron OH 44308 City of Akron Akron OH 44308 CITY OF ALAMEDA ALAMEDA CA 94501-1228 City of Alameda Alameda CA 94501-1228 City of Anaheim Anaheim CA 92805 City of Anaheim, City Clerk Anaheim CA 92805 City of Atlanta Atlanta GA 30335 City of Atlanta Comm of Public Works Atlanta GA 30335 City of Aurora Aurora CO 80012 CITY OF AUSTIN AUSTIN TX 78704 City of Austin C/O Electric Utility Dept Austin TX 78704 City of Beachwood Beachwood OH 44122 City of Birmingham Birmingham AL 35203 City of Broadview Heights Broadview Heights OH 44147 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28208 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City Of Charlotte Charlotte NC 28202 City of Cincinnati Cincinnati OH 45202 CITY OF COLORADO SPRINGS Colorado Springs CO 80901-1575 City of Colorado Springs Colorado Springs CO 80903 City of Colorado Springs Colorado Springs CO 80903 City of Colorado Springs Colorado Springs CO 80901 City of Colorado Springs Colorado Springs CO 80916 City of Columbia Columbia SC 29217 City of Corpus Christi Corpus Christi TX 78469 City of Dallas Dallas TX 75201 City of Dublin COLUMBUS OH 43215-4260 City of Fairlawn FAIRLAWN OH 44333 CITY OF GARFIELD HEIGHTS GARFIELD HEIGHTS OH 44125 CITY OF GLENDALE DENVER CO 80222 CITY OF GREELY GREELY CO 80631 CITY OF GREELY GREELY CO 80631 CITY OF GREENWOOD VILLAGE GREENWOOD VILLAGE CO 80111 City of Greenwood Village Greenwood Village CO CITY OF HOMEWOOD HOMEWOOD AL 35259-9666 CITY OF HOMEWOOD HOMEWOOD AL 35259-9666 CITY OF HOUSTON HOUSTON TX 77002 CITY OF INDEPENDENCE INDEPENDENCE OH 44131 CITY OF IRWINDALE IRWINDALE CA 91706 CITY OF IRWINDALE IRWINDALE CA 91706 CITY OF LAFAYETTE LAFAYETTE CO 80026 CITY OF LAFAYETTE LAFAYETTE CO 80026 CITY OF LAKEWOOD LAKEWOOD CO 80226 CITY OF LAKEWOOD LAKEWOOD CO 80226 CITY OF LITTLETON LITTLETON CO 80165 CITY OF LITTLETON LITTLETON CO 80165 CITY OF LONGMONT LONGMONT CO 80501 CITY OF LONGMONT LONGMONT CO 80501 CITY OF LOS ANGELES LOS ANGELES CA 90051-0100 CITY OF LOS ANGELES WATER & POWER DEPT LOS ANGELES CA 90051-5512 CITY OF MAYFIELD HEIGHTS MAYFIELD HEIGHTS OH 44124 CITY OF OAKLAND OAKLAND CA 94612 CITY OF PALO ALTO PALO ALTO CA 94301 CITY OF PALO ALTO DEPT OF PUBLIC WORKS PALO ALTO CA 94303 CITY OF PARKER PARKER CO 80138 CITY OF PARMA PARMA OH 44129 CITY OF SAN ANTONIO SAN ANTONIO TX 74121 City Of Santa Monica Santa Monica CA 90405 CITY OF SEVEN HILLS SEVEN HILLS OH 44131 CITY OF SEVEN HILLS SEVEN HILLS OH 44131 CITY OF TERRELL HILLS TERRELL HILLS TX 78209 CITY OF TORRANCE TORRANCE CA 90509-2970 CITY OF TORRANCE TORRANCE CA 90509-2970 CITY OF VESTAVIA HILLS VESTAVIA HILLS AL 35216 CITY OF WESTMINSTER WESTMINSTER CO 80030 City Treasury Supervisor San Antonio TX 78204 Civic Center Office Investors, LLc San Jose CA 95112 CJ Figone San Francisco CA 94107 CKZ Limited Liability Company Boulder CO 80301 Cleveland Center Investors I, LLC Cleveland OH 44114 Clocktower Properties, LLC Aurora CO 80011 Clocktower Properties, LLC Aurora CO 80011 Clocktower Properties, LLC Aurora CO 80011 Clocktower Properties, LLC Aurora CO 80011 Clocktower Properties, LLC Aurora CO 80011 Clocktower Properties, LLC Aurora CO 80011 Clocktower Properties, LLC Aurora CO 80011 Cloughton Investments Colorado Springs CO 80919 CM Federal, LP San Francisco CA 94107 CMD Realty Investment Fund LP Englewood CO 80112 CoBank COBRAHELP DENVER CO 80218 Coleman Center Investors LLC c/o CBA Property Management, Inc. San Marcos CA 92069 Colleen Kroha Temple City CA 91780 Colliers International Cleveland OH 44101-5878 Colliers International Cleveland OH 44114 Colliers International Cleveland OH 44114 Colorado Community First National Bank Louisville CO 80027 Colorado Department of Transportation Denver CO 80222 Colorado National Bank Denver CO 80206 Colorado Springs Utilities Colorado Springs CO 80920 Colorado Springs Utilities Colorado Springs CO 80920 COLORADO STATE UNIVERSITY FORT COLLINS CO 80253 COLORADO STATE UNIVERSITY FORT COLLINS CO 80253 Columbia / Columbine Psychiatric Center Littleton CO 80122 Columbia / North Suburban Medical Center Thornton CO 80021 Columbia / Swedish Medical Center Englewood CO 80110 Columbia Medical Building, A Bancap Property Long Beach CA 90806 Columbia/Aurora Presbyterian Hospital Aurora CO 80012 Columbia/Aurora Regional Medical Center Aurora CO 80012 Columbia/Bethesda Campus Denver CO 80014 Columbia/Centennial Healthcare Plaza Littleton CO 80112 Columbia/Rose Medical Center Denver CO 80220 Columbus Central Properties Columbus OH 43215 COLUMBUS SOUTHERN POWER CO COLUMBUS OH 43215 COMMUNICATION SYSTEMS DEVELOPMENT, INC STURGIS KY 42459 COMPUTER BASICS, INC. SALISBURY NC 28146 COMPUWEB, INC. HARTVILLE OH 44632 Concordic LTD. San Antonio TX CONNECT COMMUNICATIONS INC COSTA MESA CA 92626-1714 CONNECT COMMUNICATIONS INC COSTA MESA CA 92626-1714 Constellation Properties Denver CO 80202 COPYRIGHT CLEARANCE CENTER INC DANVERS MA 1923 Corban Communications, Inc. Austin TX 78758 Cornerstone Denver, LLC Denver CO 80203 Cornerstone Properties II, LLC San Jose CA 95113 Cornerstone Real Estate Advisers, Inc. Charlotte NC 28202 Corporate Express Real Estate Inc., Broomfield CO 80021 Cortney Court Partners City of Industry CA 91748 Cotton Club Bottling & Canning Co. Cleveland OH 44125 Cottonwood Square Partnership Boulder CO 80302 COUNTY OF MECKLINBURG CHARLOTTE NC 28232-2247 Coury Properties, Inc. Tulsa OK 74119 Cousins Properties, Inc Atlanta GA 30339 Crescent Real Estate Funding I, LP Denver CO 80237 Crown Enterprises, Inc. (Kee Logistics, Inc.) Crown Equipment Corporation Long Beach CA 90810 CSX TRANSPORTATION JACKSONVILLE FL 32202 Cummins Station LLC Nashville TN 37203 Customs House Associates, LTD Nashville TN 37203 Cuyahoga Savings Mangement Compant Cleveland OH 44114 CYBER-TEL COMMUNICATIONS SAN DIEGO CA 92122 Cypress Communications, Inc. ATLANTA GA 30305 Cyprus Amax Minerals Co Englewood CO 80112 D & G Development Memphis TN 38118 D & K Management Fund, Inc Milwaukee WI 53202 D.R.Russel San Diego CA 92109-4047 Dan Manin San Diego CA 92243 Danis Properties Co Miamisburg OH 45342 Darryll Tetz Gold River CA 95670 Datachoice Network Services LLC (Data Choice) LITTLETON CO 80123 David A. Stockton Ontario CA 92408 David H. Senseman Homewood AL 35209 David Hansen Sacramento CA 95815 David Smith Rancho Cordova CA 95742 David Vickter Los Angeles CA 90025 Davis Property Management c/o Saxony & Associates Oceanside CA 92054 DB PROVIDER DDD W-S Partnership DEA Construction (Northern Colorado Water Conservancy District) Loveland CO 80537 Deborah DeBow Sacramento CA 95825 Debra Deboe Dennis McNay Colorado Springs CO 80917 Denver Gas & Electric Building Denver CO 80202 Denver Municipal Federal Credit Union Denver CO 80204 Denver Place Associates, Ltd Denver CO 80202 Denver Place Associates, Ltd Denver CO 80202 Denver Property Partners LLC Denver CO 80032 DENVER RESERVE Littleton CO 80120 DENVER RESERVE Littleton CO 80120 Denver Stellar Associates, Ltd Denver CO 80202 Denver West Office Building No 54 Venture LLP Golden CO 80401 Department of Personnel/GSS Denver CO 80203 Department of Personnel/GSS Denver CO 80215 Department of the Ait Force Headquarters CO DEPARTMENT OF TRANSPORTATION 0 Desta One Partnership LTD Austin TX 78746 Devonshire Realty Ltd Champaign IL 61824-0140 Diamante Properties, Inc. Colorado Springs CO 80903 Diamante Properties, Inc. Colorado Springs CO 80903 Diamante Properties, Inc. Colorado Springs CO 80903 Dick Broadcasting Company Birmingham AL 35203 Digital Americal Suisun City CA 94585 Direct Net Newport Beach CA 92660 DKD Properties San Jose CA 95110 Domain Silver Square Albuquerque NM 87113 Dominion Ventures Colorado Springs CO 80918 Don Dunagan Round Rock TX Don Morris Rancho Cordova CA 95670 Donald R. Kenny Westerville OH 43082 Dow Jones News Washington DC 20005 Downtown / North Sixty Joint Venture Birmingham AL 35203 Downtown Properties Columbus OH 43215-3590 Dr. Herbert Yee Sacramento CA 95822 Dr. Marco Chavez Hayward CA 94541 Dr. Walter Jayasinghe Los Angeles CA 90057 Dr. Walter Jayasinghe Los Angeles CA 90057 DTC Investors, LLC Fort Collins CO 80525 DTC Investors, LLC Fort Collins CO 80525 DTC Investors, LLC Fort Collins CO 80525 DTC West Land Venture Denver CO 80237-3405 Duke Communication Services Charlotte NC 28201 Duke Power Company Charlotte NC 28201-1006 Duke-Weeks Realty Limited Partnership Nashville TN 37211 Dun & Bradstreet Information Svcs Chicago IL 60675-5434 Dynalink OAKLAND CA 94612 Dynalink Corporation Bedford Richmond OH 44146 E.P. Madigan & Sons Oakland CA 94610 E-470 Public Highway Authority Aurora CO 80018 E-470 Public Highway Authority Aurora CO 80018 Earl Construction Company West Sacramento CA 95691 Easter-Owens Integrated Systems, Inc. San Antonio TX 78213 Eastgate Technologies LP Chula Vista CA 91911 Echosphere Corporation Englewood CO 80155-6552 Echosphere, Inc. Sacramento CA 95826 ECR MT. VERNON OH 43050 Ed Blanton Tallahassee FL 32303 Ed Sherman dba Find It Apt. Locators Ed Sherman dba Find It Apt. Locators Eddie Talbot Hermosa Beach CA 90254 Edward Azar San Diego CA 92123 Edwin Ursin CA 95825 Eleventh Street Property Management Sacramento CA 95814 Elkton Business Park LLC Colorado Springs CO 80907 Emil Pisarri Citrus Heights CA 95610 Empire Business Brokers CHATTANOOGA TN 37421 Employer's Unity, Inc. WESTMINSTER CO 80030 Enersource Partners Fountain Valley CA 92708 Entre Computers Louisville KY 40207 EOP Operating Limited Partnership Englewood CO 80111 EOP-410 Building, LLC Denver CO 80271-0178 EOP-Dominion Plaza, LLC Denver CO 80202 EOP-Quadrant LLC Englewood CO 80111 EQR Reserve Square Limited Partnership Cleveland OH 44114 Equi Max Los Angeles CA 90036 Equity Associates, Ltd Charlotte NC 28202 Equity Associates, Ltd Charlotte NC 28202 Equity Beachwood LTD Partnership Beachwood OH 44122 Equity Beachwood LTD Partnership Beachwood OH 44122 Equity Office Properties Los Angeles CA 90084-8797 Equity Office Properties Los Angeles CA 90084-8799 Equity Office Properties Dallas TX 75283-2167 Equity Office Properties DBA: One Market Los Angeles CA 90084-8791 Equity Office Properties Trust Englewood CO 80111 Equity Office Properties Trust Englewood CO 80111 Equity Office Properties, LLC San Diego CA 92121 Equity Office Properties, LLC San Diego CA 92121 Equity Resources Venture Englewood CO 80112 ERI Cornell, Inc. c/o CB Richard Ellis Cincinnati OH 45242 Erickson Employee Benefits LITTLETON CO 80127 Ernest S. Ralston Oakland CA 94607 Eskander (Alex) Kahen and Eshagh (Isaac) Kahen Los Angeles CA 90023 Everett John De Laura Huntington Beach CA 92649 Executive Park San Diego CA 92111 Exodus Communications Santa Clara CA 95054 Experian Los Angeles CA 90088-7747 Extension Irrigation Ditch Company Vandalia OH Facilicom Int'l Washington DC 20005 Fairlawn Associates Ltd. Akron OH 44333 Fairlawn Associates Ltd. Akron OH 44333 Fairview Plaza Associates LTD Partnership Charlotte NC 28210 Fairview Plaza Associates LTD Partnership Charlotte NC 28210 Fairview Plaza Associates LTD Partnership Charlotte NC 28210 Fairview Plaza Associaties Limited Partnership Charlotte NC 28210 Family Educators Alliance of South Texas San Antonio TX 78121 Family Telecommunications, Inc. Phoenix AZ 85012 Fax Link Plus, Inc., F/K/A audio Fax, Inc. MARIETTA GA 30067 FBM Properties Louisville KY 40299 Federal Transtel Inc. BIRMINGHAM AL 35243 Feitleberg & Co. Los Angeles CA 90069 Fiberoptic Network (Fiber Optic Network) Winter Park FL 32789 Fidelity Real Estate Colorado Springs CO 80906-3598 Fifth & Laurel Associates San Diego CA 92101 Fiireline Corporation Baltimore MD 21227-4671 Fiireline Corporation Baltimore MD 21227-4671 Fiireline Corporation Baltimore MD 21227-4671 Financial Times Energy Arlington VA 22209 FIRELINE TESTING, INSPECTION AND SERVICE OF FIRE P Baltimore MD 21227 First Birmingham Tower, LLC Birmingham AL 35203 First Communications Thorton CO 80233 First Industrial Realty, Inc. Englewood CO 80111 First Merit Bank Akron OH 44308 First Merit Bank Akron OH 44308 First Union Management Cleveland OH 44113 First Union National Bank Charlotte NC 28288 First Union National Bank Charlotte NC 28202 Firstworld Communications, Inc. Greenwood Village CO 80111 Firstworld Communications, Inc. Greenwood Village CO 80111 Five Cloverleaf Parkway, Inc. Valley View OH 44125 FJ CORBETT COMPANY Fairfax VA 22031 FJ CORBETT COMPANY Falls Church VA 22046 Flatiron Industrial Park Co Boulder CO 80301 Flatiron Industrial Park Co Boulder CO 80301 FLEET ELECTRIC Norton OH 44203 FLEET ELECTRIC CO. Norton OH 44203 Fleming Business Park LLC Milpitas CA 95035 Flexalloy Inc., Cleveland OH 44146 Flight Director, Inc. Flour Bluff ISD Corpus Christi TX 78418 FMC Corpus Christi TX 78406 FMS Properties, Ltd. San Diego CA 92123 Foote, Cone & Belding San Francisco CA 94111 Forcast Commercial Sacramento CA 95815 Forest City Management Cleveland OH 44101 Forest City Management Cleveland OH 44101 Forest City Management Cleveland OH 44101 Forest City Management Cleveland OH 44101 Forest City Management Cleveland OH 44101 Forest City Management Inc. Cleveland OH 44115 Fortner & Son Denver CO 80202 FountainView-48 San Diego CA 92108-1740 Four Corners Investments Torrance CA 90505 Four Pearl Partnership LTD. Boulder CO 80303 Four Pearl Partnership LTD. Boulder CO 80303 Four Pearl Partnership LTD. Boulder CO 80303 Four Pearl Partnership LTD. Boulder CO 80303 Four Pearl Partnership LTD. Boulder CO 80303 Four Pearl Partnership LTD. Boulder CO 80303 Four Pearl Partnership LTD. Boulder CO 80303 Four Pearl Partnership LTD. Boulder CO 80303 Four Pearl Partnership LTD. Boulder CO 80303 Four Pearl Partnership LTD. Boulder CO 80303 Four Pearl Partnership LTD. Boulder CO 80303 Fourth & Spruce Partnership San Diego CA 92103 Fourth & Walnut Centre Cincinnati OH 45202 Fox International Ltd., Inc., Bedford Heights OH 44146 Foxhill Office Investors Overland Park KS 66210 Frank Astel Sacramento CA 95815 Frank Carson Sacramento CA 95826 Frank T. Sepulveda San Antonio TX Franklin Industrial Group Denver CO 80216 Fred Lavi & Associates Hawthorne CA 90250 Frontier Communications Services ROCHESTER NY 14614 Fullerton South, LLC Fullerton CA 92831 FW Spencer & Sons Inc Brisbane CA 94005 Gaedeke & Landers Dallas TX Gaedeke Holdings II, Ltd. Phoenix AZ 85004 Gail Cullen San Jose CA 95125 Galleria Acquisition, Inc Denver CO 80246 Gary Beutler Sacramento CA 95827 Gary Beutler Sacramento CA 95827 Gary Braaksma Rancho Cucamonga CA 91730 Gary Jones Sacramento CA 95825 Gateway Associates Spokane WA 99202 Gateway Canyon, Inc. Los Angeles CA 90074-5924 Gateway Holdings, Inc. Bethesda MD 20817 GENERAL DYNAMICS Colorado Springs CO 80910-3725 Genesis Building Ltd. Clevaland OH 44115 GENESIS COMMUNICATIONS San Diego CA 92130 Genesis Realty Holding Corp Cleveland OH 44115 George Harrington San Diego CA 92123 George Vogt et al Rancho Cordova CA 95670 George Vukasin Oakland CA 94607 George W. Barber Jr Birmingham AL 35209 George W. Barber Jr. Birmingham AL 35209 George W. Barber Jr. Birmingham AL 35209 George W. Barber Jr. Birmingham AL 35209 George W. Barber Jr. Birmingham AL 35209 George W. Barber Jr. Birmingham AL 35209 George W. Barber Jr., Trust #5 Birmingham AL 35209 George W. Barber Jr., Trust #5 Birmingham AL 35209 George W. Barber Jr., Trust #5 Birmingham AL 35244 George W. Barber Jr., Trust #5 Birmingham AL 35244 George W. Barber Jr., Trust #5 Birmingham AL 35209 George W. Barber Jr., Trust #5 Birmingham AL 35209 George W. Barber Jr., Trust #5 Birmingham AL 35209 George W. Barber, Jr. Sacramento CA Georgia Properties LP Westlake OH 44145 Geraldine Spira Santa Monica CA 90405 Gilbert Breig San Antonio TX 78215 Glenarm 1800 LLC Denver CO 80202 Global Crossings Communications ROCHESTER NY 14614 Global World Media Corporation Los Angeles CA 90019 GLOBALCOM Chicago IL 60606 Globetek Inc. Akron OH 44313 GMTD Corp. Park Meadows CO Goodwill Industries Sacramento CA 98823 Graham & Company, Inc. Birmingham AL 35216 Greater Los Angeles World Trade Center Associates Long Beach CA 90831 Greater Roanoke Transit Co. 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Lanham MD 20706-1844 Grubb & Ellis as Agent for Prudential VAL Aurora CO 80011-2041 Grubb and Ellis Management Services (Agent) Sacramento CA 95825 GTE Cambridge MA 2138 GTE CALIFORNIA INC Thousand Oaks CA 91362 GTE CALIFORNIA INC Thousand Oaks CA 91362 GTE CALIFORNIA INCORPORATED Oakland CA 94607 GTE GLOBAL NETWORKS Irving TX 75039 GTE NETWORK SERVICES (GTE SOUTHWEST INC) Atlanta GA 16621 GTE NETWORK SERVICES (GTE SOUTHWEST INC) Atlanta GA 16621 GTE NORTHWEST INC Irving TX 75038 GTE NORTHWEST INC Irving TX 75038 GTE SOUTH INC Durham NC 27702 Guaranty National Insurance Company Englewood CO 80112 GUDENKAUF CORPORATION COLUMBUS OH 43204 GUDENKAUF CORPORATION COLUMBUS OH 45402 Gunbarrel City Centre LLC Boulder CO 80301 Guy Gibson Sacramento CA 95815 Gwen Kaplan & Royce Dyer San Francisco CA 94103 H.L. 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Rowland Heights CA 91748 Highland Ditch Company Longmont CO 80504 Highwoods Forsyth, LP Charlotte NC 28217 HNS Partners c/o Jetro Cash & Carry Enterprises Oakland CA 94607 Hodson Family Trust Beavercreek OH 45432 Holme Roberts & Owen Denver CO 80274 Hope & Flower, LLC Los Angeles CA 90017 Hopkins Family Trust Sunnyvale CA 94087 Horizon Partners Oakland CA 94612 HP Inc. on behalf of LBHI for 2000 PBL Nashville TN 37238 HSW Partnership Nashville TN 37203 Hub Valley Realty/ Independence OH 44131 Hughes Communications Satellite Services, Inc. Castle Rock CO 80104 Humana Inc Louisville KY 40202 Humana Inc Louisville KY 40202 Hung Fung Holdings Van Nuys CA 91401 IBG LLC Aurora CO 80014 IBM Charlotte NC 28262 ICC Texas Holdings, L.P. El Paso TX 79902 IDS Life Insurance Company Sacramento CA 94826 ILLUMINET Overland Park KS 66210 ILLUMINET INC Lacey WA 98503 ILLUMINET INC Lacey WA 98503 Independence Tower Ltd Pepper Pike OH 44122 Independent Telecommunications Network Overland Park KS 66210 Infinet Company Norfolk VA 23510 Information Handling Service Englewood CO 80112 Information Handling Service Englewood CO 80111 Intella II San Diego CA 94103 Interactive Communication Systems Colorado Springs CO 80903 Interlocken Hotel Co. Broomfield CO 80021 Interlocken Hotel Co. Broomfield CO 80021 Interlocken Hotel Co. Broomfield CO 80021 Interlocken, Ltd Broomfield CO 80021 Intermedia Communications Tampa FL 33619 Intermedia Communications Orland FL 32891-5238 Intermedia Resources Oakland CA 94611 Intermountain Electric, Inc. Denver CO 80223 International Gateway West LLC Tukwila WA 98168 International Gateway West LLC Seattle WA 98124-1108 International Marine Products Los Angeles CA 90014 Internet Connect Marina Del Rey CA 90292 Intrinsic Ventures, Inc. Mountain View CA 94025 Inverness Associates 1 Englewood CO 80112 Inverness Associates-23 Englewood CO 80111 Investmark Realtors Dayton OH 45414 Investors Trust Property Co Huntington Beach CA 92648 IP Telephony LAKEWOOD CO 80235 IPM Associates LLC Denver CO 80246 IPVOICE Communications, Inc. LITTLETON CO 80123 IRP Sunset, LLC Los Angeles CA 90069 ISP Alliance ALPHARETTA GA 30005 iStar Real Estate Services Englewood CO 80111 IT Outsourcing DAVENPORT CA 95017 J Street Partners Sacramento CA 95819 J.O. Vandervoort Trust La Mirada CA 90638 Jack and Alice Tu La Puente CA 91715 Jacque and Herb Spivak Los Angeles CA 90048 Jade Properties Rancho Cordova CA 95742 James Adams Colorado Springs CO 80907 James J. Fischer, Trust Tempe AZ 85282 James Morley Manitou Springs CO 80829 James P. Gibbs Athens GA 30605 James T. Henry Los Angeles CA 90025 James W. Fields Sacramento CA 95742 Jayasinghe, Dr. Walter Los Angeles CA 90057 Jayasinghe, Dr. Walter Los Angeles CA 90057 JB Carter West Sacramento CA 95691 JB Company Sacramento CA 95827 JB Company Sacramento CA 95834 Jean Van Arsdale San Diego CA 92120 Jeff Hamilton Industries Los Angeles CA 90007 Jeppesen Sanderson, Inc. Englewood CO 80112 JER Denver LLC Denver CO 80295 Jerry Roach Wheatridge CO 80033 Jersey Business Park Rancho Cucamonga CA 91730 Jetro Cash & Carry Vernon CA 90058 Jetro Cash & Carry Long Beach CA 90805 John Bradley San Antonio TX John Epstein Chatsworth CA 91313 John J. Fedor Columbus OH 43235 John J. Fedor Columbus OH 43235 John J. Fedor Columbus OH 43234 John Lewis Rancho Cordova CA 95742 John Morgan Sacramento CA 95812 John Nemec Emeryville CA 94608 John Stewart & Company San Francisco CA 94133 John W. 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Oakland CA 94612 Kaiser Foundation Health Plan, Inc Oakland CA 94612 Kaiser Permanente Denver CO 80218 Karl Potter Sacramento CA 95838 KCNC TV Channel 4 Denver CO 80203 KCRA-TV Sacramento CA 95814 Kelcher Real Estate Services, Inc., Phoenix AZ 85004 Ken Ruby Construction Hawthorne CA 90250 Ken Swanson Milpitas CA 95035 Kenneth R. Ahif Lacey WA 98503 Kenney Family Partnership Worthington OH 43229 Kenstep Corporation Englewood CO 80111 Kettering Tower Dayton OH 45423 Kevin Fredregill Des Moines IA 50309 Key Services Corporation Cleveland OH 44106 Key Services Corporation Cleveland OH 44134 Key Services Corporation Cleveland OH 44106 Key Services Corporation Cleveland OH 44104 Key Services Corporation Cleveland OH 44107 Key Services Corporation Strongsville OH 44136 Key Services Corporation Cleveland OH 44114 Key Services Corporation Cleveland OH 44105 Key Services Corporation Cleveland OH 44111 Key Services Corporation Cleveland OH 44118 Key Services Corporation Cleveland OH 44124 Key Services Corporation Cleveland OH 44120 Key Services Corporation Lakewood OH 44107 Key Services Corporation Cleveland OH 44121 Key Services Corporation Cleveland OH 44112 Key Services Corporation Westlake OH 44145 Key Services Corporation Cleveland OH 44110 Key Services Corporation Cleveland OH 44110 Key Services Corporation Cleveland OH 44137 Key Services Corporation Cleveland OH 44111 Key Services Corporation Cleveland OH 44115 Key Services Corporation Cleveland OH Key Services Corporation Cleveland OH 44134 Key Services Corporation Cleveland OH 44112 Key Services Corporation Cleveland OH 44118 Key Services Corporation Cleveland OH 44116 Key Services Corporation Cleveland OH 44113 Key Services Corporation Cleveland OH 44116 Key Services Corporation Cleveland OH 44137 Key Services Corporation Cleveland OH 44123 Key Services Corporation Cleveland OH 44122 Key Services Corporation Cleveland OH Key Services Corporation Cleveland OH 44122 Key Services Corporation Bay Village OH 44140 Key Services Corporation Cleveland OH 44145 Key Services Corporation Cleveland OH 44124 Key Services Corporation Cleveland OH 44118 Key Services Corporation Willowick OH 44095 Key Services Corporation Cleveland OH 44139 Key Services Corporation Cleveland OH 44111 Key Services Corporation Cleveland OH 44122 Key Services Corporation Cleveland OH 44118 Key Services Corporation Cleveland OH 44114 Key Services Corporation Brunswick OH 44212 Key Services Corporation Chagrin Falls OH 44022 Key Services Corporation Cleveland OH 44103 Key Services Corporation Fairview Park OH 44126 Key Services Corporation Cleveland OH 44121 Key Services Corporation Cleveland OH 44125 Key Services Corporation Cleveland OH 44144 Key Services Corporation Cleveland OH 44144 Key Services Corporation Cleveland OH 44127 Key Services Corporation Cleveland OH 44103 Key Services Corporation Parma Heights OH 44130 Key Services Corporation Cleveland OH 44129 Key Services Corporation North Royalton OH 44133 Key Services Corporation Independence OH 44131 Key Services Corporation Cleveland OH 44130 Key Services Corporation Cleveland OH 44143 Key Services Corporation Cleveland OH 44119 Key Services Corporation Cleveland OH 44129 Key Services Corporation Brecksville OH 44141 Key Services Corporation Cleveland OH 44115 Key Services Corporation Cleveland OH 44106 Key Services Corporation Cleveland OH 44195 KFORCE.COM DALLAS TX 75397-0956 Kilroy Realty Corporation Anaheim CA 92805 Kilroy Realty Corporation Anaheim CA 92805 Kilroy Realty Corporation Anaheim CA 92805 Kilroy Realty Corporation Anaheim CA 92805 Kilroy Realty Corporation Anaheim CA 92805 Kilroy Realty, L.P. Garden Grove CA 92841 Kimberley Harshbarger and Saundra Neds Dayton OH 45415 Kimco Development Corporation Kettering OH 45440 Kimco Development of Kettering Dayton OH 45423 King Management Company Beachwood OH 44122 King Management Company Beachwood OH 44122 King Management Company Beachwood OH 44122 King Management Company Beachwood OH 44122 Kinyo Company La Puente CA 91746 Kirkwood Properties (Telegen Wireless & Cable) Klaus Kretchmer South San Francisco CA 94080 KMC Partners, LP Koll Center Irvine #2 Irvine CA 92612 Koll/Intereal Bay Area Santa Clara CA 95054 Kooiman Family Trust Norwalk CA 90650 KPMG PEAT MARWICK DENVER CO 80202 Kurt Duncan San Diego CA 92103 Kurt S. Legler Building Account Webster NY 14580 Kyle Deaton Erie CO 80516 Kyle Jones Phoenix AZ Lafayette Tech Center LLC Lafayette CO 80026 Lafayette Tech Center LLC Lainer Investments Chatsworth CA 91311 Lake Centre Plaza, LTD, LLLP Boulder CO 80301-2339 Landmark Management Akron OH 44308 Landrock Builder's Inc. Rockford IL 61104 LaPlata Investments Larry Mathews San Francisco CA 94107 LaSalle Fund III Nashville TN 37214 LaSalle Partners Asset Management LTD as Managing Agents for Granyette Inc., Charlotte NC 28202 LBJ Brown Building, L.P. LCI INTERNATIONAL MGMT SRVCS INC DUBLIN OH 43016 Leader Hospitality Mission Viejo CA 92691 Leane Kooyman Berkeley CA 94704 Leavenworth Health Services Corp Denver CO 80210 LeBeau Emblem Co., Inc. Los Angeles CA 90001