<PAGE> 1
EXHIBIT 10.7
THIS DEMAND NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND
MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH
CONDITIONS SPECIFIED HEREIN.
HMTF BRIDGE ICG, LLC
Demand Note
Dallas, Texas
FOR VALUE RECEIVED, the undersigned (the "Company") , a limited liability
company organized and existing under the laws of the State of Delaware, hereby
promises to pay to the order of HM4 ICG Qualified Fund, LLC, or registered
assigns, the principal sum of one hundred and nine million, six hundred and
forty three thousand, six hundred and twenty Dollars ($109,643,620.00) not later
than three business days after written demand for payment is delivered by the
holder hereof to the Company at its principal office (which is located at 200
Crescent Court, Suite 1600, Dallas, Texas, on the date of this Note) , with
simple interest at a rate of 8% per annum. Interest will be paid at the time of
payment of the related principal or at the time this Note is otherwise
surrendered by the holder hereof for cancellation.
Payments of principal and interest accrued on the principal being paid to
the date of payment are to be made at the home office of the Company, or such
other place as the holder of this Note shall have specified in writing to the
Company, in lawful money of the United States of America.
This Note and the other Demand Notes being issued and dated the date hereof
are herein called the "Notes".
The Company represents and warrants that:
(i) it is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all power and
authority to own and lease its property and to conduct its business as
presently conducted or contemplated; the Company is duly qualified to transact
business as a foreign corporation in each jurisdiction in which the conduct of
its business as presently conducted or its ownership or leasing of property
makes such qualification necessary;
(ii) the execution and delivery by the Company of the Notes have been duly
authorized by all the necessary corporate action and the Notes constitute the
valid and binding agreements of the Company enforceable in accordance with
their terms except to the extent that enforcement may be limited by applicable
bankruptcy, insolvency, moratorium or other similar laws of general
application relating to or affecting the enforcement of creditors' rights
generally from time to time in effect; and
(iii) the execution and delivery of the Notes does not and will not
contravene, or constitute a default under, any law or regulation, the limited
liability company agreement of the Company or any agreement, judgement,
injunction, order, decree or instrument binding upon the Company, or result in
the creation or imposition of any lien, claim or encumbrance on any asset of
the Company.
<PAGE> 2
If any of the following events shall occur:
(i) any representation or warranty made by the Company in this Note shall
be false in any material respect on the date as of which made or the Company
shall violate any covenant or agreement made by it in this Note;
(ii) the Company shall make an assignment for the benefit of creditors or
admit in writing its inability to pay off its debts as they become due;
(iii) an order, judgement or decree shall be entered adjudicating the
Company bankrupt or insolvent;
(iv) the Company shall petition or apply to any tribunal for the
appointment of a trustee, receiver or liquidator of the Company or of any
substantial part of its assets, or commence any proceedings relating to the
Company under and bankruptcy, reorganization arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect;
(v) any such petition or application shall be filed, or any such proceeding
shall be commenced, against the Company and the Company by any act shall
indicate its approval thereof, consent thereto or acquiescence therein, or any
order, judgement or decree shall be entered appointing any such trustee,
receiver or liquidator, or approving the petition in any such proceedings, and
any such order, judgement or decree shall remain unstayed and in effect for
more than 60 days; or
(vi) any order, judgement or decree shall be entered in any proceeding
against the Company decreeing the dissolution of the Company;
then, notwithstanding any provision herein to the contrary, this Note shall
thereupon be and become forthwith due and payable without demand or other notice
of any kind by the holder hereof or any other person.
The Company promises to pay the following costs, expenses and attorneys'
fees paid or incurred by the holder of this Note, or adjudged by the court:
(a) reasonable costs of collection, costs and expenses and attorneys' fees
paid or incurred in connection with the collection or enforcement of this
Note, whether or not suit is filed; and
(b) costs of suit and such sums as the court may adjudge as attorneys' fees
in any action to enforce payment of this Note or any part of it.
Upon surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or his attorney duly authorized in writing, and upon satisfaction
of the Company that such transfer is exempt from registration under the
Securities Act of 1933, a new note for a like principal amount will be issued
to, and registered in the name of, the transferee. The Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company shall not be
affected by any notice to the contrary.
<PAGE> 3
No alteration, amendment or waiver of any provision of this Note, made by
agreement of the holder hereof and any other person or party, shall constitute a
waiver of any term hereof, or otherwise release or discharge the liability of
the Company under this Note.
This Note may not be modified, terminated or discharged nor shall any
waiver hereunder be effective unless in writing signed by the party against whom
the same is asserted.
The provisions of this Note shall be construed and interpreted, and in all
rights and obligations hereunder determined, in accordance with the laws of the
State of New York.
HMTF BRIDGE ICG, LLC
By: /s/ DAVID W. KNICKEL
--------------------------
Name: David W. Knickel
--------------------------
Title: Vice President
--------------------------
<PAGE> 4
THIS DEMAND NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND
MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH
CONDITIONS SPECIFIED HEREIN.
HMTF BRIDGE ICG, LLC
Demand Note
Dallas, Texas
FOR VALUE RECEIVED, the undersigned (the "Company") , a limited liability
company organized and existing under the laws of the State of Delaware, hereby
promises to pay to the order of HM4 ICG Private Fund, LLC, or registered
assigns, the principal sum of seven hundred and seventy six thousand, seven
hundred and fifty eight Dollars ($776,758.00) not later than three business days
after written demand for payment is delivered by the holder hereof to the
Company at its principal office (which is located at 200 Crescent Court, Suite
1600, Dallas, Texas, on the date of this Note) , with simple interest at a rate
of 8% per annum. Interest will be paid at the time of payment of the related
principal or at the time this Note is otherwise surrendered by the holder hereof
for cancellation.
Payments of principal and interest accrued on the principal being paid to
the date of payment are to be made at the home office of the Company, or such
other place as the holder of this Note shall have specified in writing to the
Company, in lawful money of the United States of America.
This Note and the other Demand Notes being issued and dated the date hereof
are herein called the "Notes".
The Company represents and warrants that:
(i) it is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all power and
authority to own and lease its property and to conduct its business as
presently conducted or contemplated; the Company is duly qualified to transact
business as a foreign corporation in each jurisdiction in which the conduct of
its business as presently conducted or its ownership or leasing of property
makes such qualification necessary;
(ii) the execution and delivery by the Company of the Notes have been duly
authorized by all the necessary corporate action and the Notes constitute the
valid and binding agreements of the Company enforceable in accordance with
their terms except to the extent that enforcement may be limited by applicable
bankruptcy, insolvency, moratorium or other similar laws of general
application relating to or affecting the enforcement of creditors' rights
generally from time to time in effect; and
(iii) the execution and delivery of the Notes does not and will not
contravene, or constitute a default under, any law or regulation, the limited
liability company agreement of the Company or any agreement, judgement,
injunction, order, decree or instrument binding upon the Company, or result in
the creation or imposition of any lien, claim or encumbrance on any asset of
the Company.
If any of the following events shall occur:
<PAGE> 5
(i) any representation or warranty made by the Company in this Note shall
be false in any material respect on the date as of which made or the Company
shall violate any covenant or agreement made by it in this Note;
(ii) the Company shall make an assignment for the benefit of creditors or
admit in writing its inability to pay off its debts as they become due;
(iii) an order, judgement or decree shall be entered adjudicating the
Company bankrupt or insolvent;
(iv) the Company shall petition or apply to any tribunal for the
appointment of a trustee, receiver or liquidator of the Company or of any
substantial part of its assets, or commence any proceedings relating to the
Company under and bankruptcy, reorganization arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect;
(v) any such petition or application shall be filed, or any such proceeding
shall be commenced, against the Company and the Company by any act shall
indicate its approval thereof, consent thereto or acquiescence therein, or any
order, judgement or decree shall be entered appointing any such trustee,
receiver or liquidator, or approving the petition in any such proceedings, and
any such order, judgement or decree shall remain unstayed and in effect for
more than 60 days; or
(vi) any order, judgement or decree shall be entered in any proceeding
against the Company decreeing the dissolution of the Company;
then, notwithstanding any provision herein to the contrary, this Note shall
thereupon be and become forthwith due and payable without demand or other notice
of any kind by the holder hereof or any other person.
The Company promises to pay the following costs, expenses and attorneys'
fees paid or incurred by the holder of this Note, or adjudged by the court:
(a) reasonable costs of collection, costs and expenses and attorneys' fees
paid or incurred in connection with the collection or enforcement of this
Note, whether or not suit is filed; and
(b) costs of suit and such sums as the court may adjudge as attorneys' fees
in any action to enforce payment of this Note or any part of it.
Upon surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or his attorney duly authorized in writing, and upon satisfaction
of the Company that such transfer is exempt from registration under the
Securities Act of 1933, a new note for a like principal amount will be issued
to, and registered in the name of, the transferee. The Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company shall not be
affected by any notice to the contrary.
No alteration, amendment or waiver of any provision of this Note, made by
agreement of the holder hereof and any other person or party, shall
<PAGE> 6
constitute a waiver of any term hereof, or otherwise release or discharge the
liability of the Company under this Note.
This Note may not be modified, terminated or discharged nor shall any waiver
hereunder be effective unless in writing signed by the party against whom the
same is asserted.
The provisions of this Note shall be construed and interpreted, and in all
rights and obligations hereunder determined, in accordance with the laws of the
State of New York.
HMTF BRIDGE ICG, LLC
By: /s/ DAVID W. KNICKEL
--------------------------
Name: David W. Knickel
--------------------------
Title: Vice President
--------------------------
<PAGE> 7
THIS DEMAND NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND
MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH
CONDITIONS SPECIFIED HEREIN.
HMTF BRIDGE ICG, LLC
Demand Note
Dallas, Texas
FOR VALUE RECEIVED, the undersigned (the "Company") , a limited liability
company organized and existing under the laws of the State of Delaware, hereby
promises to pay to the order of HM 4-EQ ICG Coinvestors Fund, LLC, or registered
assigns, the principal sum of one million, six hundred and eleven thousand, one
hundred and twenty nine Dollars ($1,611,129.00) not later than three business
days after written demand for payment is delivered by the holder hereof to the
Company at its principal office (which is located at 200 Crescent Court, Suite
1600, Dallas, Texas, on the date of this Note) , with simple interest at a rate
of 8% per annum. Interest will be paid at the time of payment of the related
principal or at the time this Note is otherwise surrendered by the holder hereof
for cancellation.
Payments of principal and interest accrued on the principal being paid to
the date of payment are to be made at the home office of the Company, or such
other place as the holder of this Note shall have specified in writing to the
Company, in lawful money of the United States of America. This Note and the
other Demand Notes being issued and dated the date hereof are herein called the
"Notes".
The Company represents and warrants that:
(i) it is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all power and
authority to own and lease its property and to conduct its business as
presently conducted or contemplated; the Company is duly qualified to transact
business as a foreign corporation in each jurisdiction in which the conduct of
its business as presently conducted or its ownership or leasing of property
makes such qualification necessary;
(ii) the execution and delivery by the Company of the Notes have been duly
authorized by all the necessary corporate action and the Notes constitute the
valid and binding agreements of the Company enforceable in accordance with
their terms except to the extent that enforcement may be limited by applicable
bankruptcy, insolvency, moratorium or other similar laws of general
application relating to or affecting the enforcement of creditors' rights
generally from time to time in effect; and
(iii) the execution and delivery of the Notes does not and will not
contravene, or constitute a default under, any law or regulation, the limited
liability company agreement of the Company or any agreement, judgement,
injunction, order, decree or instrument binding upon the Company, or result in
the creation or imposition of any lien, claim or encumbrance on any asset of
the Company.
<PAGE> 8
If any of the following events shall occur:
(i) any representation or warranty made by the Company in this Note shall
be false in any material respect on the date as of which made or the Company
shall violate any covenant or agreement made by it in this Note;
(ii) the Company shall make an assignment for the benefit of creditors or
admit in writing its inability to pay off its debts as they become due;
(iii) an order, judgement or decree shall be entered adjudicating the
Company bankrupt or insolvent;
(iv) the Company shall petition or apply to any tribunal for the
appointment of a trustee, receiver or liquidator of the Company or of any
substantial part of its assets, or commence any proceedings relating to the
Company under and bankruptcy, reorganization arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect;
(v) any such petition or application shall be filed, or any such proceeding
shall be commenced, against the Company and the Company by any act shall
indicate its approval thereof, consent thereto or acquiescence therein, or any
order, judgement or decree shall be entered appointing any such trustee,
receiver or liquidator, or approving the petition in any such proceedings, and
any such order, judgement or decree shall remain unstayed and in effect for
more than 60 days; or
(vi) any order, judgement or decree shall be entered in any proceeding
against the Company decreeing the dissolution of the Company;
then, notwithstanding any provision herein to the contrary, this Note shall
thereupon be and become forthwith due and payable without demand or other notice
of any kind by the holder hereof or any other person.
The Company promises to pay the following costs, expenses and attorneys'
fees paid or incurred by the holder of this Note, or adjudged by the court:
(a) reasonable costs of collection, costs and expenses and attorneys' fees
paid or incurred in connection with the collection or enforcement of this
Note, whether or not suit is filed; and
(b) costs of suit and such sums as the court may adjudge as attorneys' fees
in any action to enforce payment of this Note or any part of it.
Upon surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or his attorney duly authorized in writing, and upon satisfaction
of the Company that such transfer is exempt from registration under the
Securities Act of 1933, a new note for a like principal amount will be issued
to, and registered in the name of, the transferee. The Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company shall not be
affected by any notice to the contrary.
<PAGE> 9
No alteration, amendment or waiver of any provision of this Note, made by
agreement of the holder hereof and any other person or party, shall constitute a
waiver of any term hereof, or otherwise release or discharge the liability of
the Company under this Note.
This Note may not be modified, terminated or discharged nor shall any
waiver hereunder be effective unless in writing signed by the party against whom
the same is asserted.
The provisions of this Note shall be construed and interpreted, and in all
rights and obligations hereunder determined, in accordance with the laws of the
State of New York.
HMTF BRIDGE ICG, LLC
By: /s/ DAVID W. KNICKEL
--------------------------
Name: David W. Knickel
--------------------------
Title: Vice President
--------------------------
<PAGE> 10
THIS DEMAND NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND
MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH
CONDITIONS SPECIFIED HEREIN.
HMTF BRIDGE ICG, LLC
Demand Note
Dallas, Texas
FOR VALUE RECEIVED, the undersigned (the "Company") , a limited liability
company organized and existing under the laws of the State of Delaware, hereby
promises to pay to the order of HM 4-SBS ICG Coinvestors Fund, LLC, or
registered assigns, the principal sum of two million, six hundred and twenty
five thousand, six hundred and twenty six Dollars ($2,625,626.00) not later than
three business days after written demand for payment is delivered by the holder
hereof to the Company at its principal office (which is located at 200 Crescent
Court, Suite 1600, Dallas, Texas, on the date of this Note) , with simple
interest at a rate of 8% per annum. Interest will be paid at the time of payment
of the related principal or at the time this Note is otherwise surrendered by
the holder hereof for cancellation.
Payments of principal and interest accrued on the principal being paid to
the date of payment are to be made at the home office of the Company, or such
other place as the holder of this Note shall have specified in writing to the
Company, in lawful money of the United States of America.
This Note and the other Demand Notes being issued and dated the date hereof
are herein called the "Notes".
The Company represents and warrants that:
(i) it is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all power and
authority to own and lease its property and to conduct its business as
presently conducted or contemplated; the Company is duly qualified to transact
business as a foreign corporation in each jurisdiction in which the conduct of
its business as presently conducted or its ownership or leasing of property
makes such qualification necessary;
(ii) the execution and delivery by the Company of the Notes have been duly
authorized by all the necessary corporate action and the Notes constitute the
valid and binding agreements of the Company enforceable in accordance with
their terms except to the extent that enforcement may be limited by applicable
bankruptcy, insolvency, moratorium or other similar laws of general
application relating to or affecting the enforcement of creditors' rights
generally from time to time in effect; and
(iii) the execution and delivery of the Notes does not and will not
contravene, or constitute a default under, any law or regulation, the limited
liability company agreement of the Company or any agreement, judgement,
injunction, order, decree or instrument binding upon the Company, or result in
the creation or imposition of any lien, claim or encumbrance on any asset of
the Company.
<PAGE> 11
If any of the following events shall occur:
(i) any representation or warranty made by the Company in this Note shall
be false in any material respect on the date as of which made or the Company
shall violate any covenant or agreement made by it in this Note;
(ii) the Company shall make an assignment for the benefit of creditors or
admit in writing its inability to pay off its debts as they become due;
(iii) an order, judgement or decree shall be entered adjudicating the
Company bankrupt or insolvent;
(iv) the Company shall petition or apply to any tribunal for the
appointment of a trustee, receiver or liquidator of the Company or of any
substantial part of its assets, or commence any proceedings relating to the
Company under and bankruptcy, reorganization arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect;
(v) any such petition or application shall be filed, or any such proceeding
shall be commenced, against the Company and the Company by any act shall
indicate its approval thereof, consent thereto or acquiescence therein, or any
order, judgement or decree shall be entered appointing any such trustee,
receiver or liquidator, or approving the petition in any such proceedings, and
any such order, judgement or decree shall remain unstayed and in effect for
more than 60 days; or
(vi) any order, judgement or decree shall be entered in any proceeding
against the Company decreeing the dissolution of the Company;
then, notwithstanding any provision herein to the contrary, this Note shall
thereupon be and become forthwith due and payable without demand or other notice
of any kind by the holder hereof or any other person.
The Company promises to pay the following costs, expenses and attorneys'
fees paid or incurred by the holder of this Note, or adjudged by the court:
(a) reasonable costs of collection, costs and expenses and attorneys' fees
paid or incurred in connection with the collection or enforcement of this
Note, whether or not suit is filed; and
(b) costs of suit and such sums as the court may adjudge as attorneys' fees
in any action to enforce payment of this Note or any part of it.
Upon surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or his attorney duly authorized in writing, and upon satisfaction
of the Company that such transfer is exempt from registration under the
Securities Act of 1933, a new note for a like principal amount will be issued
to, and registered in the name of, the transferee. The Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company shall not be
affected by any notice to the contrary.
<PAGE> 12
No alteration, amendment or waiver of any provision of this Note, made by
agreement of the holder hereof and any other person or party, shall constitute a
waiver of any term hereof, or otherwise release or discharge the liability of
the Company under this Note.
This Note may not be modified, terminated or discharged nor shall any
waiver hereunder be effective unless in writing signed by the party against whom
the same is asserted.
The provisions of this Note shall be construed and interpreted, and in all
rights and obligations hereunder determined, in accordance with the laws of the
State of New York.
HMTF BRIDGE ICG, LLC
By: /s/ DAVID W. KNICKEL
--------------------------
Name: David W. Knickel
--------------------------
Title: Vice President
--------------------------
<PAGE> 13
THIS DEMAND NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND
MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH
CONDITIONS SPECIFIED HEREIN.
HMTF BRIDGE ICG, LLC
Demand Note
Dallas, Texas
FOR VALUE RECEIVED, the undersigned (the "Company") , a limited liability
company organized and existing under the laws of the State of Delaware, hereby
promises to pay to the order of HM4 PG-IV ICG Fund, LLC, or registered assigns,
the principal sum of five million, eight hundred and thirty seven thousand, two
hundred and fifty six Dollars ($5,837,256.00) not later than three business days
after written demand for payment is delivered by the holder hereof to the
Company at its principal office (which is located at 200 Crescent Court, Suite
1600, Dallas, Texas, on the date of this Note) , with simple interest at a rate
of 8% per annum. Interest will be paid at the time of payment of the related
principal or at the time this Note is otherwise surrendered by the holder hereof
for cancellation.
Payments of principal and interest accrued on the principal being paid to
the date of payment are to be made at the home office of the Company, or such
other place as the holder of this Note shall have specified in writing to the
Company, in lawful money of the United States of America.
This Note and the other Demand Notes being issued and dated the date hereof
are herein called the "Notes".
The Company represents and warrants that:
(i) it is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of Delaware and has all power and
authority to own and lease its property and to conduct its business as
presently conducted or contemplated; the Company is duly qualified to transact
business as a foreign corporation in each jurisdiction in which the conduct of
its business as presently conducted or its ownership or leasing of property
makes such qualification necessary;
(ii) the execution and delivery by the Company of the Notes have been duly
authorized by all the necessary corporate action and the Notes constitute the
valid and binding agreements of the Company enforceable in accordance with
their terms except to the extent that enforcement may be limited by applicable
bankruptcy, insolvency, moratorium or other similar laws of general
application relating to or affecting the enforcement of creditors' rights
generally from time to time in effect; and
(iii) the execution and delivery of the Notes does not and will not
contravene, or constitute a default under, any law or regulation, the limited
liability company agreement of the Company or any agreement, judgement,
injunction, order, decree or instrument binding upon the Company, or result in
the creation or imposition of any lien, claim or encumbrance on any asset of
the Company.
<PAGE> 14
If any of the following events shall occur:
(i) any representation or warranty made by the Company in this Note shall
be false in any material respect on the date as of which made or the Company
shall violate any covenant or agreement made by it in this Note;
(ii) the Company shall make an assignment for the benefit of creditors or
admit in writing its inability to pay off its debts as they become due;
(iii) an order, judgement or decree shall be entered adjudicating the
Company bankrupt or insolvent;
(iv) the Company shall petition or apply to any tribunal for the
appointment of a trustee, receiver or liquidator of the Company or of any
substantial part of its assets, or commence any proceedings relating to the
Company under and bankruptcy, reorganization arrangement, insolvency,
readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect;
(v) any such petition or application shall be filed, or any such proceeding
shall be commenced, against the Company and the Company by any act shall
indicate its approval thereof, consent thereto or acquiescence therein, or any
order, judgement or decree shall be entered appointing any such trustee,
receiver or liquidator, or approving the petition in any such proceedings, and
any such order, judgement or decree shall remain unstayed and in effect for
more than 60 days; or
(vi) any order, judgement or decree shall be entered in any proceeding
against the Company decreeing the dissolution of the Company;
then, notwithstanding any provision herein to the contrary, this Note shall
thereupon be and become forthwith due and payable without demand or other notice
of any kind by the holder hereof or any other person.
The Company promises to pay the following costs, expenses and attorneys'
fees paid or incurred by the holder of this Note, or adjudged by the court:
(a) reasonable costs of collection, costs and expenses and attorneys' fees
paid or incurred in connection with the collection or enforcement of this
Note, whether or not suit is filed; and
(b) costs of suit and such sums as the court may adjudge as attorneys' fees
in any action to enforce payment of this Note or any part of it.
Upon surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or his attorney duly authorized in writing, and upon satisfaction
of the Company that such transfer is exempt from registration under the
Securities Act of 1933, a new note for a like principal amount will be issued
to, and registered in the name of, the transferee. The Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company shall not be
affected by any notice to the contrary.
No alteration, amendment or waiver of any provision of this Note, made by
agreement of the holder hereof and any other person or party, shall
<PAGE> 15
constitute a waiver of any term hereof, or otherwise release or discharge the
liability of the Company under this Note.
This Note may not be modified, terminated or discharged nor shall any
waiver hereunder be effective unless in writing signed by the party against whom
the same is asserted.
The provisions of this Note shall be construed and interpreted, and in all
rights and obligations hereunder determined, in accordance with the laws of the
State of New York.
HMTF BRIDGE ICG, LLC
By: /s/ DAVID W. KNICKEL
--------------------------
Name: David W. Knickel
--------------------------
Title: Vice President
--------------------------
