[FACE OF NOTE]
ICG HOLDINGS, INC.
11 5/8% Senior Discount Note Due 2007
[CUSIP] [CINS] __________
No. $_________
The following information is supplied for purposes of
Sections 1273 and 1275 of the Internal Revenue Code:
Issue Date: March 11, 1997 Original issue discount under
Section 1273 of the Internal
Yield to maturity for period Revenue Code (for each $1,000
from Issue Date to March 15, principal amount at maturity):
2007: 11.62% (rounded to two $1,013.59
decimal places), compounded
semiannually on March 15 and Issue Price (for each $1,000
September 15 commencing principal amount at maturity):
March 11, 1997 (computed $567.66
without giving effect to the
additional payments of
interest in the event the
issuer fails to commence the
exchange offer and fails to
cause the shelf registration
statement to be declared
effective, each as referred to
on the reverse hereof)
ICG HOLDINGS, INC., a Colorado corporation (the
"Company", which term includes any successor under the Indenture
hereinafter referred to), for value received, promises to pay to
[____________], or its registered assigns, the principal sum of
[_____] ($[_____]) on March 15, 2007.
Interest Payment Dates: March 15 and September 15,
commencing September 15, 2002.
Regular Record Dates: March 1 and September 1.
Reference is hereby made to the further provisions of
this Note set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
IN WITNESS WHEREOF, the Company has caused this Note to
be signed manually or by facsimile by its duly authorized
officers.
Date: [_______________] ICG HOLDINGS, INC.
By:
-----------------------------
Name:
Title:
Attest:
-----------------------------
Name:
Title:
(Form of Trustee's Certificate of Authentication)
This is one of the 11 5/8% Senior Discount Notes due 2007
described in the within-mentioned Indenture.
NORWEST BANK COLORADO,
NATIONAL ASSOCIATION, as Trustee
By:
-----------------------------
Authorized Signatory
[REVERSE SIDE OF NOTE]
ICG HOLDINGS, INC.
11 5/8% Senior Discount Note due 2007
1. Principal and Interest.
----------------------
The Company will pay the principal of this 11 5/8%
Senior Discount Note due 2007 (the "Note") on March 15, 2007.
The Company promises to pay interest on the principal
amount of this Note on each Interest Payment Date, as set forth
below, at the rate per annum shown above.
Interest will be payable semiannually (to the holders of
record of the Notes at the close of business on the March 1 or
September 1 immediately preceding the Interest Payment Date) on
each Interest Payment Date, commencing September 15, 2002;
provided that no interest shall accrue on the principal amount of
this Note prior to March 15, 2002 and no interest shall be paid on
this Note prior to September 15, 2002, except as provided in the
next paragraph.
If an exchange offer registered under the Securities Act
is not consummated, and a shelf registration statement under the
Securities Act with respect to resales of the Notes is not
declared effective by the Commission, on or before September 11,
1997 in accordance with the terms of the Registration Rights
Agreement dated March 11, 1997 among the Company, the Guarantor
and Morgan Stanley & Co. Incorporated, interest (in addition to
the accrual of original discount during the period ending
March 15, 2002 and in addition to the interest otherwise due on
the Notes after such date) will accrue, at an annual rate of 0.5%
of the Accreted Value on the preceding Semi-Annual Accrual Date on
the Notes, from September 11, 1997, payable in cash semiannually,
in arrears, on each March 15 and September 15, commencing
March 15, 1998. The Holder of this Note is entitled to the
benefits of such Registration Rights Agreement.
From and after March 15, 2002, interest on the Notes
will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from March 15, 2002;
provided that, if there is no existing default in the payment of
interest and this Note is authenticated between a Regular Record
Date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such Interest
Payment Date. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.
The Company shall pay interest on overdue principal and
premium, if any, and interest on overdue installments of interest,
to the extent lawful, at a rate per annum that is 2% in excess of
the rate otherwise payable.
2. Method of Payment.
-----------------
The Company will pay principal as provided above and
interest (except defaulted interest) on the principal amount of
the Notes as provided above on each March 15 and September 15 to
the persons who are Holders (as reflected in the Security Register
at the close of business on such March 1 and September 1,
immediately preceding the Interest Payment Date), in each case,
even if the Note is cancelled on registration of transfer or
registration of exchange after such record date; provided that,
with respect to the payment of principal, the Company will not
make payment to the Holder unless this Note is surrendered to a
Paying Agent.
The Company will pay principal, premium, if any, and as
provided above, interest in money of the United States that at the
time of payment is legal tender for payment of public and private
debts. However, the Company may pay principal, premium, if any,
and interest by its check payable in such money. It may mail an
interest check to a Holder's registered address (as reflected in
the Security Register). If a payment date is a date other than a
Business Day at a place of payment, payment may be made at that
place on the next succeeding day that is a Business Day and no
interest shall accrue for the intervening period.
3. Paying Agent and Registrar.
--------------------------
Initially, the Trustee will act as authenticating agent,
Paying Agent and Registrar. The Company may change any
authenticating agent, Paying Agent or Registrar without notice.
The Company, any Subsidiary or any Affiliate of any of them may
act as Paying Agent, Registrar or co-Registrar.
4. Indenture; Issuance of Additional Notes.
---------------------------------------
The Company issued the Notes under an Indenture dated as
of March 11, 1997 (the "Indenture"), among the Company, ICG
Communications, Inc., a Delaware corporation (the "Guarantor"),
and Norwest Bank Colorado, National Association, as trustee (the
"Trustee"). Capitalized terms herein are used as defined in the
Indenture unless otherwise indicated. The terms of the Notes
include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act. The Notes are
subject to all such terms, and Holders are referred to the
Indenture and the Trust Indenture Act for a statement of all such
terms. To the extent permitted by applicable law, in the event of
any inconsistency between the terms of this Note and the terms of
the Indenture, the terms of the Indenture shall control.
The Notes are general unsecured obligations of the
Company. The Indenture provides for an initial original issuance
of an aggregate principal amount at maturity of Notes of
$176,000,000, plus any Exchange Securities that may be issued
pursuant to the Registration Rights Agreement, and, subject to
Article Four of the Indenture, the issuance from time to time of
additional Notes under the Indenture.
5. Redemption.
----------
The Notes will be redeemable, at the Company's option,
in whole or in part, at any time and from time to time on or after
March 15, 2002 and prior to maturity, upon not less than 30 nor
more than 60 days' prior notice mailed by first-class mail to each
Holder's last address as it appears in the Security Register, at
the following Redemption Prices (expressed in percentages of their
principal amount at maturity), plus accrued and unpaid interest,
if any, to the Redemption Date (subject to the right of Holders of
record on the relevant Regular Record Date that is on or prior to
the Redemption Date to receive interest due on an Interest Payment
Date that is on or prior to the Redemption Date) if redeemed
during the 12-month period commencing on March 15 of the
applicable year set forth below:
Redemption
Year Price
---- -------------
2002 105.81250%
2003 102.90625
2004 and thereafter 100.00000
In addition, at any time on or prior to March 15, 2000,
the Company may, at its option from time to time, redeem
Securities having an aggregate principal amount of up to 35% of
the aggregate principal amount of all Securities issued, at a
redemption price equal to 111 5/8% of the Accreted Value thereof
on the Redemption Date, with proceeds of one or more Public Equity
Offerings of Common Stock of (A) the Guarantor or (B) the Company,
provided that (i) with respect to a Public Equity Offering
referred to in clause (A) above, cash proceeds of such Public
Equity Offering in an amount sufficient to effect the redemption
of Securities to be so redeemed are contributed by the Guarantor
to the Company prior to such redemption and used by the Company to
effect such redemption and (ii) such redemption occurs within 180
days after consummation of such Public Equity Offering.
6. Notice of Redemption.
--------------------
Notice of any optional redemption will be mailed at
least 30 days but not more than 60 days before the Redemption Date
to each Holder of Notes to be redeemed at his last address as it
appears in the Security Register. Notes in original denominations
larger than $1,000 may be redeemed in part. On and after the
Redemption Date, interest ceases to accrue on Notes or portions of
Notes called for redemption, unless the Company defaults in the
payment of the Redemption Price.
7. Repurchase upon Change in Control.
---------------------------------
Upon the occurrence of any Change of Control, each
Holder shall have the right to require the repurchase of its Notes
by the Company in cash pursuant to the offer described in the
Indenture at a purchase price equal to 101% of the Accreted Value
thereof plus accrued and unpaid interest, if any, to the date of
purchase (the "Change of Control Payment").
A notice of such Change of Control will be mailed within
30 days after any Change of Control occurs to each Holder at his
last address as it appears in the Security Register. Notes in
original denominations larger than $1,000 may be sold to the
Company in part. On and after the date of the Change of Control
Payment, interest ceases to accrue on Notes or portions of Notes
surrendered for purchase by the Company, unless the Company
defaults in the payment of the Change of Control Payment.
8. Denominations; Transfer; Exchange.
---------------------------------
The Notes are in registered form without coupons in
denominations of $1,000 of principal amount at maturity and
multiples of $1,000 in excess thereof. A Holder may register the
transfer or exchange of Notes in accordance with the Indenture.
The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any
taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer or exchange of any Notes
selected for redemption. Also, it need not register the transfer
or exchange of any Notes for a period of 15 days before a
selection of Notes to be redeemed is made.
9. Persons Deemed Owners.
---------------------
A Holder shall be treated as the owner of a Note for all
purposes.
10. Unclaimed Money.
---------------
If money for the payment of principal, premium, if any,
or interest remains unclaimed for two years, the Trustee and the
Paying Agent will pay the money back to the Company at its
request. After that, Holders entitled to the money must look to
the Company for payment, unless an abandoned property law
designates another Person, and all liability of the Trustee and
such Paying Agent with respect to such money shall cease.
11. Discharge Prior to Redemption or Maturity.
-----------------------------------------
If the Company or the Guarantor deposits with the
Trustee money or U.S. Government Obligations sufficient to pay the
then outstanding principal of, premium, if any, and accrued
interest on the Notes (a) to redemption or maturity, the Company
will be discharged from the Indenture and the Notes, except in
certain circumstances for certain sections thereof, and (b) to the
Stated Maturity, the Company and the Guarantor will be discharged
from certain covenants set forth in the Indenture.
12. Amendment; Supplement; Waiver.
-----------------------------
Subject to certain exceptions, the Indenture or the
Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount at maturity of
the Notes then outstanding, and any existing default or compliance
with any provision may be waived with the consent of the Holders
of at least a majority in principal amount at maturity of the
Notes then outstanding. Without notice to or the consent of any
Holder, the parties thereto may amend or supplement the Indenture
or the Notes to, among other things, cure any ambiguity, defect or
inconsistency and make any change that does not materially and
adversely affect the rights of any Holder.
13. Restrictive Covenants.
---------------------
The Indenture imposes certain limitations on the ability
of the Company and the Guarantor and its Restricted Subsidiaries,
among other things, to Incur Indebtedness, make Restricted
Payments, use the proceeds from Asset Sales, engage in
transactions with Affiliates or, with respect to each of the
Company and the Guarantor, merge, consolidate or transfer
substantially all of its assets. Within 45 days after the end of
each fiscal quarter (90 days after the end of the last fiscal
quarter of each year), the Company must report to the Trustee on
compliance with such limitations.
14. Successor Persons.
-----------------
When a successor person or other entity assumes all the
obligations of its predecessor under the Notes and the Indenture,
the predecessor person will be released from those obligations.
15. Defaults and Remedies.
---------------------
The following events constitute "Events of Default"
under the Indenture: (a) default in the payment of principal of
(or premium, if any, on) any Note when the same becomes due and
payable at maturity, upon acceleration, redemption or otherwise;
(b) default in the payment of interest on any Note when the same
becomes due and payable, and such default continues for a period
of 30 days; (c) the Company or the Guarantor defaults in the
performance of or breaches any other covenant or agreement of the
Company or the Guarantor in the Indenture or under the Notes and
such default or breach continues for a period of 30 consecutive
days after written notice by the Trustee or the Holders of 25% or
more in aggregate principal amount at maturity of the Notes; (d)
there occurs with respect to any issue or issues of Indebtedness
of the Company, the Guarantor or any Significant Subsidiary having
an outstanding principal amount at maturity of $10 million or more
in the aggregate for all such issues of all such Persons, whether
such Indebtedness now exists or shall hereafter be created, (I) an
event of default that has caused the holder thereof to declare
such Indebtedness to be due and payable prior to its Stated
Maturity and such Indebtedness has not been discharged in full or
such acceleration has not been rescinded or annulled within 30
days of such acceleration and/or (II) the failure to make a
principal payment at the final (but not any interim) fixed
maturity and such defaulted payment shall not have been made,
waived or extended within 30 days of such payment default; (e) any
final judgment or order (not covered by insurance) for the payment
of money in excess of $10 million in the aggregate for all such
final judgments or orders against all such Persons (treating any
deductibles, self-insurance or retention as not so covered) shall
be rendered against the Company, the Guarantor or any Significant
Subsidiary and shall not be paid or discharged, and there shall be
any period of 30 consecutive days following entry of the final
judgment or order that causes the aggregate amount for all such
final judgments or orders outstanding and not paid or discharged
against all such Persons to exceed $10 million during which a stay
of enforcement of such final judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; (f) a court
having jurisdiction in the premises enters a decree or order for
(A) relief in respect of the Company, the Guarantor or any
Significant Subsidiary in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in
effect, (B) appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the
Company, the Guarantor or any Significant Subsidiary or for all or
substantially all of the property and assets of the Company, the
Guarantor or any Significant Subsidiary or (C) the winding up or
liquidation of the affairs of the Company, the Guarantor or any
Significant Subsidiary and, in each case, such decree or order
shall remain unstayed and in effect for a period of 30 consecutive
days; or (g) the Company, the Guarantor or any Significant
Subsidiary (A) commences a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in
effect, or consents to the entry of an order for relief in an
involuntary case under any such law, (B) consents to the
appointment of or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of
the Company, the Guarantor or any Significant Subsidiary or for
all or substantially all of the property and assets of the
Company, the Guarantor or any Significant Subsidiary or (C)
effects any general assignment for the benefit of creditors.
If an Event of Default (other than an Event of Default
specified in clause (f) or (g) above that occurs with respect to
the Company or the Guarantor) occurs and is continuing under the
Indenture, the Trustee or the Holders of at least 25% in aggregate
principal amount at maturity of the Notes, then outstanding, by
written notice to the Company (and to the Trustee if such notice
is given by the Holders), may, and the Trustee at the request of
such Holders shall, declare the Accreted Value of, premium, if
any, and accrued interest, if any, on the Notes to be immediately
due and payable.
If an Event of Default, as defined in the Indenture,
occurs and is continuing, the Trustee or the Holders of at least
25% in principal amount at maturity of the Notes may declare all
the Notes to be due and payable. If a bankruptcy or insolvency
default with respect to the Company or any Restricted Subsidiary
occurs and is continuing, the Notes automatically become due and
payable. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. The Trustee may require
indemnity satisfactory to it before it enforces the Indenture or
the Notes. Subject to certain limitations, Holders of at least a
majority in principal amount at maturity of the Notes then
outstanding may direct the Trustee in its exercise of any trust or
power.
16. Guarantee.
---------
The Company's obligations under the Notes are fully and
irrevocably guaranteed by the Guarantor.
17. Trustee Dealings with Company or Guarantor.
------------------------------------------
The Trustee under the Indenture, in its individual or
any other capacity, may make loans to, accept deposits from and
perform services for the Company, the Guarantor or their
Affiliates and may otherwise deal with the Company, the Guarantor
or their Affiliates as if it were not the Trustee.
18. No Recourse Against Others.
--------------------------
No incorporator or any past, present or future partner,
shareholder, other equity holder, officer, director, employee or
controlling person as such, of the Company or the Guarantor or of
any successor Person shall have any liability for any obligations
of the Company or the Guarantor under the Notes or the Indenture
or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder by accepting a Note
waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.
19. Authentication.
--------------
This Note shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on
the other side of this Note.
20. Abbreviations.
-------------
Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants
with right of survivorship and not as tenants in common), CUST
(= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).
The Company will furnish to any Holder upon written
request and without charge a copy of the Indenture. Requests may
be made to ICG Holdings, Inc., 9605 East Maroon Circle, P.O. Box
6742, Englewood, Colorado, 80155-6742, Attention: Chief Financial
Officer.
[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder
hereby sell(s), assign(s) and transfer(s) unto
Insert Taxpayer Identification No.
----------------------------------
---------------------------------------------------------------
------------------------------------------
Please print or typewrite name and address including zip code of
assignee
---------------------------------------------------------------
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the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
-----------------------------------
attorney to transfer said Note on the
----------------------------
books of the Company with full power of substitution in the
premises.
[THE FOLLOWING PROVISION TO BE INCLUDED
ON ALL SECURITIES OTHER THAN EXCHANGE SECURITIES,
UNLEGENDED OFFSHORE GLOBAL SECURITIES AND
UNLEGENDED OFFSHORE PHYSICAL SECURITIES]
In connection with any transfer of this Note occurring prior
to the date which is the earlier of (i) the date of an effective
Registration or (ii) the end of the period referred to in Rule
144(k) under the Securities Act, the undersigned confirms that
without utilizing any general solicitation or general advertising
that:
[Check One]
---------
[ ] (a) this Note is being transferred in compliance with the
exemption from registration under the Securities Act of
1933, as amended, provided by Rule 144A thereunder.
or
--
[ ] (b) this Note is being transferred other than in accordance
with (a) above and documents are being furnished which
comply with the conditions of transfer set forth in this
Note and the Indenture.
If none of the foregoing boxes is checked, the Trustee or other
Registrar shall not be obligated to register this Note in the name
of any Person other than the Holder hereof unless and until the
conditions to any such transfer of registration set forth herein
and in Section 2.08 of the Indenture shall have been satisfied.
Date:
NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within-mentioned
instrument in every particular, without
alteration or any change whatsoever.
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which
it exercises sole investment discretion and that it and any such
account is a "qualified institutional buyer" within the meaning of
Rule 144A under the Securities Act of 1933, as amended, and is
aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding
the Company as the undersigned has requested pursuant to Rule 144A
or has determined not to request such information and that it is
aware that the transferor is relying upon the undersigned's
foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
Dated:
NOTICE: To be executed by an
executive officer
OPTION OF HOLDER TO ELECT PURCHASE
If you wish to have this Note purchased by the Company
pursuant to Section 4.11 or Section 4.12 of the Indenture, check
the Box: [ ]
If you wish to have a portion of this Note purchased by
the Company pursuant to Section 4.11 or Section 4.12 of the
Indenture, state the amount (in principal amount at maturity):
$___________________.
Date:
-----------------
Your Signature:
(Sign exactly as your name appears on
the other side of this Note)
Signature Guarantee: ______________________________