NuVox Inc. Exhibit 10.2 to Form 10-Q




Exhibit 10.2




THESE SECURITIES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT
WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND APPLICABLE LAWS OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED. 


NUVOX, INC.
JUNIOR DISCOUNT PREFERRED NOTE



	$21,724,453.00 	August 14, 2002 





        NUVOX,
INC., a Delaware corporation (the “Company”),
having an address at 16090 Swingley Ridge Road, Suite 500, Chesterfield,
Missouri 63017, Attention: Chief Financial Officer, Telecopier: (636) 757-0000,
for value received hereby promises to pay to CIT Lending Services Corporation,
or its registered assigns, at its address c/o The CIT Group, Inc. - Structured
Finance Group, 1 CIT Drive, Livingston, NJ 07039, Attention: Vice-President
– Credit, Telecopier: (973) 535-1816, or such other location as the Holder
of this Note may specify in writing from time to time, the sum of Twenty One
Million Seven Hundred Twenty Four Thousand Four Hundred Fifty Three Dollars
($21,724,453.00), without interest, or such other amount as shall then equal the
outstanding principal amount hereof, as set forth below, on the earlier to occur
of (i) September 30, 2008, or (ii) when declared due and payable by the Holder
upon the occurrence of an Event of Default (as defined below). Payment for all
amounts due hereunder shall be made by wire transfer to the account designated
by the Holder. 


        The
following is a statement of the rights of the Holder of this Note and the
conditions to which this Note is subject, and to which the Holder hereof, by the
acceptance of this Note, agrees: 


        1.     
Definitions.     As used in this Note, the following terms, unless the context otherwise requires, have the following meanings:


               (a)
     “Accreted Value” means, for any date on which the Note shall become due and payable,  the amount  calculated  pursuant to (i),
(ii), (iii), (iv) or (v) below for each $1,000 principal amount at maturity of this Note:


               (i)
     if the date on which the Note  becomes due and payable  occurs on one of the  following  dates (each an “Accrual  Date”),  the
Accreted Value will equal the amount set forth below for such Accrual Date:


	Accrual Date 	Accreted Value 
	September 30, 2002 	$491.93 
	December 31, 2002 	$506.69 
	March 31, 2003 	$521.89 
	June 30, 2003 	$537.55 
	September 30, 2003 	$553.68 
	December 31, 2003 	$570.29 
	March 31, 2004 	$587.38 
	June 30, 2004 	$605.02 
	September 30, 2004 	$623.17 





– 1 –



	December 31, 2004	$641.86
	March 31, 2005 	$661.12
	June 30, 2005 	$680.95
	September 30, 2005 	$701.38
	December 31, 2005 	$722.42
	March 31, 2006 	$744.09
	June 30, 2006 	$766.42
	September 30, 2006 	$789.41
	December 31, 2006 	$813.09
	March 31, 2007	$837.48
	June 30, 2007 	$862.61
	September 30, 2007 	$888.49
	December 31, 2007	$915.14
	March 31, 2008	$942.60
	June 30, 2008 	$970.87
	September 30, 2008 	$1,000.00



               (ii)
     if the date on which the Note becomes due and payable  occurs  before the first Accrual  Date,  the Accreted  Value will equal
the sum of (a) $484.12 and (b) an amount equal to the product of (1) $7.81 and  multiplied  by (2) a fraction,  the  numerator of which
is the  number of days from the date of this Note to the date on which  this Note  becomes  due and  payable,  using a 360-day  year of
twelve 30-day months,  and the  denominator of which is the number of days between the date of this Note and September 30, 2002,  using
a 360-day year of twelve 30-day months;


               (iii)
     if the date on which the Note becomes due and payable  occurs  between two Accrual  Dates,  the Accreted  Value will equal the
sum of (a) the Accreted  Value for the Accrual Date  immediately  preceding such date and (b) an amount equal to the product of (1) the
Accreted  Value for the  immediately  following  Accrual  Date less the  Accreted  Value for the  immediately  preceding  Accrual  Date
multiplied  by (2) a fraction,  the  numerator of which is the number of days from the  immediately  preceding  the Accrual Date to the
date on which the Note becomes due and payable, using a 360-day year of twelve 30-day months, and the denominator of which is 90;


               (iv)
     if the date on which the Note  becomes due and payable  occurs on or after the last  Accrual  Date,  the  Accreted  Value will
equal $1,000.00; or


               (v)
     if the date on which the Note becomes due and payable  occurs on or after a Dissolution  Event,  the Accreted Value will equal
$1,000.  A  “Dissolution  Event” shall be deemed to have  occurred in the event of any  liquidation,  dissolution  or winding up of the
Company,  whether  voluntary or  involuntary,  provided,  however,  that (1) any acquisition of the Company by means of merger or other
form of corporate  reorganization  in which  outstanding  shares of the Company are  exchanged for  securities  or other  consideration
issued,  or caused to be  issued,  by the  acquiring  corporation  or its  subsidiary  or (2) any sale or other  disposition  of all or
substantially all of the assets of the Company or sale or other  disposition of all the outstanding stock of the Company,  shall not be
treated as a liquidation, dissolution or winding up of the Company.


               (b)
     “Affiliate”  means,  as applied to any Person,  any other Person directly or indirectly  controlling,  controlled by or under
direct common control with, that Person. For purposes of this definition,  “control” (including,  with correlative meanings,  the terms
“controlling”,  “controlled  by” and “under  common  control  with”),  as applied to any  Person,  means the  possession,
  directly  or




– 2 –



indirectly,  of the power to (i) vote ten percent or more of the securities  having ordinary voting power for the election of directors
of such Person or (ii) direct or cause the direction of the  management and policies of that Person,  whether  through the ownership of
voting securities or by contract or otherwise.




               (c)
     “Amended  Certificate  of  Incorporation”  means the Amended and Restated  Certificate  of  Incorporation  of the Company,  as
amended from time to time.


               (d)
     “Board of Directors” means the Board of Directors of the Company.


               (e)
     “Breach  Interest”  means 2 1/2% per annum  interest on the Accreted  Value of the Note as of the Day of Breach,  which shall be
calculated on the basis of a 360 day year for actual days elapsed.


               (f)
     “Chairman of the Board” means the Chairman of the Board of Directors.


               (g)
     “Charter”  shall include the articles or certificate of  incorporation,  statute,  constitution,  joint venture or partnership
agreement or articles or other  organizational  document of any Person other than an  individual,  each as from time to time amended or
modified and in the case of the Company shall mean the Amended Certificate of Incorporation.


               (h)
     “Code” shall mean the Internal Revenue Code of 1986, as amended.


               (i)
     “Company”  includes any  corporation  or other entity that, to the extent  permitted by this Note,  shall succeed to or assume
the obligations of the Company under this Note.


               (j)
     “Day of Breach” shall have the meaning ascribed to it in Section 8 of this Note.


               (k)
     “Default Amount” shall have the meaning ascribed to it in Section 9 of this Note.


               (l)
     “Dissolution Event” shall have the meaning ascribed to it in Section 1(a) of this Note.


               (m)
     “Environmental Law” means any law, regulation or ordinance relating to air or water quality,  waste management,  hazardous or
toxic substances or the protection of health or the environment.


               (n)
     “ERISA” means the federal Employee  Retirement Income Security Act of 1974, any successor  statute of similar import,  and the
rules and regulations thereunder, collectively and as from time to time amended and in effect.


               (o)
     “ERISA  Affiliate”  means each business or entity which is a member of a  “controlled  group of  corporations,”  under “common
control” or a member of an “affiliated  service group” with the Company within the meaning of Sections 414(b),  (c) or (m) of the Code,
or required to be aggregated with the Company under Section 414(o) of the Code, or is under “common  control” with the Company,  within
the meaning of Section 4001(a)(14) of ERISA.


               (p)
     “Event of Default” means the occurrence of any event specified in Section 9 of this Note.


               (q)
     “GAAP” means  accounting  principles  generally  accepted in the United  States of America which are (a)  consistent  with the
principles  promulgated or adopted by the Financial  Accounting




– 3 –



 Standards Board and its predecessors,  in effect from time to time and
(b) applied on a basis consistent with prior periods.


               (r)
     “Guaranteed  Pension  Plan” means any  employee  pension  benefit  plan within the  meaning of § 3(2) of ERISA  maintained  or
contributed  to by the Company or any ERISA  Affiliate the benefits of which are  guaranteed on  termination  in full or in part by the
PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.


               (s)
     “Hazardous  Materials”  means,  collectively,  (i) any  petroleum or petroleum  products,  flammable  explosives,  radioactive
materials,  friable  asbestos,  urea formaldehyde  foam insulation,  and transformers or other equipment that contain  dielectric fluid
containing  polychlorinated  biphenyls  (PCBs),  (ii) any chemicals or other  materials or substances as included in the  definition of
“hazardous  substance,”  “hazardous waste,” “hazardous  materials,” “extremely hazardous wastes,”
“restricted hazardous wastes,” “toxic
substances,”  “toxic  pollutants,”  “contaminants,”  “pollutants” or words of similar import under any Environmental Law; and (iii) any
other chemical or other material or substance, exposure to which is now prohibited, limited or regulated under any Environmental Law.


               (t)
     “Holder”  when the  context  refers to a holder of this Note,  means any person who shall at the time be the record  holder of
this Note.


               (u)
     “Lien” means (i) any encumbrance,  mortgage,  pledge,  lien,  charge or other security interest of any kind upon any Property,
or upon the income or profits  therefrom;  (i) any acquisition of or agreement to have an option to acquire any Property or assets upon
conditional  sale or other title  retention  agreement,  device or  arrangement  (including a  capitalized  lease);  or (iii) any sale,
assignment,  pledge or other transfer for security by the Company or any of its  Subsidiaries of any accounts,  general  intangibles or
chattel paper, with or without recourse.


               (v)
     “Majority  Holders”  means the holders of at least 66 2/3% of the Series A Preferred  Stock and, for this  purpose,  this Note
shall be deemed to be the  equivalent of that number of shares of Series A Preferred  Stock as is equal to the quotient of the Accreted
Value of this Note at the time divided by $1.50.


               (w)
     “Multiemployer  Plan” means any multiemployer  plan within the meaning of §3(37) of ERISA maintained or contributed to by the
Company or any ERISA Affiliate.


               (x)
     “Person” means an individual, partnership,  corporation,  association, trust, joint venture, unincorporated organization, and
any government, governmental department or agency or political subdivision thereof.


               (y)
     “Properties” means the assets and properties owned and/or operated by the Company and/or its Subsidiaries.


               (z)
     “Senior Indebtedness” shall have the meaning ascribed to it in Section 5 of this Note.


             (aa)
     “Series A Preferred Stock” means the shares of the Company's $0.01 par value Series A Convertible Preferred Stock.


             (bb)
     “Subsidiary”  means any Person in which the Company shall at the time own directly or indirectly  through another  Subsidiary
at least a majority of its outstanding capital stock (or other shares of beneficial interest) entitled to vote generally.




– 4 –



        2.
     Payment of Principal.  Payments of principal on this Note are to be made in lawful money of the United States of America.


        3.
     Principal  on the  Note.  The  Company  shall  pay the  principal  amount  of  $21,724,453.00  (or  such  lesser  amount  then
outstanding)  to the Holder on  September  30, 2008.  This Note is issued to  restructure  $21,724,453.00  of  indebtedness  of Gabriel
Communications  Finance  Company,  an indirect  wholly-owned  subsidiary  of the Company,  outstanding  under that  certain  Credit and
Guaranty  Agreement  dated as of October 31, 2000 among  Gabriel  Communications  Finance  Company,  as  Borrower,  the  Company,  as a
Guarantor,  Gabriel Communications Properties,  Inc., as a Guarantor,  certain Subsidiaries of the Borrower, as Guarantors, the Lenders
party thereto from time to time,  Goldman Sachs Credit Partners L.P., as Sole Lead Arranger,  Sole Book Runner and  Syndication  Agent,
Wachovia Bank,  National  Association  (formerly  known as First Union National Bank), as  Administrative  Agent and Collateral  Agent,
Barclays Bank PLC, as Documentation Agent, and CIT Lending Services Corporation, as Co-Documentation Agent.


        4.
     Representations  and  Warranties.  (a) In order to induce the Holder to accept this Note,  the Company  hereby  represents and
warrants  as of the date hereof that all of the  representations  and  warranties  contained  in Section 4 of the Amended and  Restated
Credit and Guaranty Agreement,  dated as of August 14, 2002 by and among the Company,  and Gabriel  Communications  Finance Company, as
Borrowers,  certain direct and indirect subsidiaries of Borrowers,  CIT Lending Services  Corporation,  as Lender, and General Electric
Capital Corporation, as Administrative Agent and Lender, are true and correct as of the date hereof.


               (b)
     The execution, delivery and performance by the Company of this Note (i) are within its corporate power and
authority, (ii) have been duly authorized by all necessary corporate, shareholder and other proceedings, and (iii) do not conflict
with or result in any breach of any provision of, or result in the creation of any Lien upon any of the assets of the Company
pursuant to, the Amended Certificate of Incorporation or by-laws of the Company or any law, regulation, order, judgment, writ,
injunction, license, permit, agreement or instrument, the non-compliance with which would materially adversely affect the business,
operations or financial condition of the Company.


               (c)
     This Note constitutes the legally binding obligation of the Company enforceable against it in accordance with
the terms and provisions hereof, except to the extent (i) such enforceability is limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting generally the enforcement of creditors' rights, and (ii) that the availability of
the remedy of specific performance or injunctive or other equitable relief is sought to the discretion of the court before which any
proceeding therefor may by brought.


               (d)
     The execution, delivery and performance by the Company of this Note do not require the approval or consent of,
or any filing with, any governmental authority or agency or any other Person.


        5.
     Subordination.  The  indebtedness  evidenced by this Note is hereby  expressly  subordinated,  to the extent and in the manner
hereinafter set forth.


               (a)
     Senior  Indebtedness.  As used in this Note,  the term “Senior  Indebtedness”  shall mean the principal of and unpaid  accrued
interest on all indebtedness of the Company to banks,  commercial finance lenders,  insurance companies or other financial institutions
(or affiliates  thereof)  regularly  engaged in the business of lending money,  which is for money borrowed by the Company  (whether or
not secured), and which is not expressly subordinated.




– 5 –



               (b)
     Bankruptcy.  If there should occur with respect to the Company any  receivership,  insolvency,  assignment  for the benefit of
creditors,  bankruptcy,  dissolution,  or  liquidation,  then (i) no amount shall be paid by the Company in respect of the principal of
this Note at the time  outstanding,  unless and until the principal of and interest on the Senior  Indebtedness  then outstanding shall
be  satisfied,  and (ii) no claim or proof of claim  shall be filed  with the  Company  by or on behalf of the Holder of this Note that
shall assert any right to receive any payments in respect of the principal of on this Note,  except subject to the  satisfaction of the
principal of and interest on all of the Senior Indebtedness then outstanding.


               (c)
     Liquidation,  Sale or Winding up of the  Business.  If there should  occur any  Dissolution  Event,  then this Note shall rank
pari passu in right of payment with the Series A Preferred Stock of the Company.


               (d)
Effect of  Subordination.  Subject to the  rights,  if any,  of the  holders of Senior  Indebtedness  under this  Section 5 to
receive cash,  securities or other properties  otherwise  payable or deliverable to the Holder of this Note,  nothing contained in this
Section 5 shall  impair,  as between the Company and the Holder,  the  obligation of the Company,  subject to the terms and  conditions
hereof,  to pay to the Holder the principal  hereof hereon as and when the same become due and payable,  or shall prevent the Holder of
this Note, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or by applicable law.


        6.     
Prepayment.  Except as provided in Section 9 hereof,  the  Company  may not be  required  to prepay this Note.  However,  upon
three (3) days' prior written  notice to the Holder,  the Company may at any time prepay in whole or in part the Accreted Value of this
Note without  premium or penalty,  provided  that, in the event of a prepayment at any time prior to August 13, 2003, the Company shall
pay the Holder the Accreted Value plus a prepayment  fee in an amount equal to the difference  between the Accreted Value on August 13,
2003 and the Accreted  Value on the  prepayment  date.  Upon the payment of the then Accreted  Value of this Note in its entirety,  the
Company's obligations hereunder shall be satisfied and discharged in full.


        7.     
Covenants of the Company.  The Company  covenants  that,  so long this Note is  outstanding,  the Company will comply and will
cause each of its  Subsidiaries  to comply with the  following  provisions  unless  otherwise  consented  to in writing by the Majority
Holders:


               (a)
     Records and Accounts.  Each of the Company and its  Subsidiaries  will keep true and accurate  records and books of account in
which full,  true and correct  entries will be made in accordance  with  generally  accepted  accounting  principles  and will maintain
adequate accounts and reserves for all taxes (including income taxes),  all depreciation,  depletion,  obsolescence and amortization of
its Properties, all contingencies, and all other reserves, all in accordance with GAAP.


               (b)
     Corporate  Existence;  Subsidiaries;  Maintenance  of  Properties.  The  Company and its  Subsidiaries  will not engage in any
business other than providing  telecommunications  services and those businesses  reasonably  ancillary  thereto.  Unless authorized by
the Board of Directors  each of the Company and its  Subsidiaries  will (i)  preserve  and keep in full force and effect its  corporate
existence,  rights and  franchises,  and (ii)  maintain  all of its  Properties  used or useful in the conduct of its  business in good
condition,  repair  and  working  order  (normal  wear and  tear  excepted)  and  cause to be made  all  necessary  repairs,  renewals,
replacements,  betterments  and  improvements  thereof,  all as in the  judgment of the Company may be  necessary  so that the business
carried on in connection therewith may be properly and advantageously  conducted at all times; provided,  however, that nothing in this
Section 7 shall  prevent the Company or any of its  Subsidiaries  from  discontinuing  the  operation  and  maintenance  of any of such
Properties if such  discontinuance is, in the judgment of the Company,  desirable in the conduct of such Person's business and does not
in the aggregate materially adversely affect the business of the Company and its Subsidiaries taken as a whole.




– 6 –



               (c)
     Insurance.  Each of the Company and its Subsidiaries will maintain with financially sound and reputable  insurance  companies,
funds or underwriters  insurance of the kinds,  covering the risks and in the relative  proportionate amounts which, in the judgment of
the Board of Directors,  are usually carried by reasonable and prudent companies  conducting  businesses similar to that of the Company
and its Subsidiaries.


               (d)
     Taxes and  Claims.  Each of the Company  and its  Subsidiaries  will pay and  discharge,  or cause to be paid and  discharged,
before the same shall  become  overdue,  all taxes,  assessments  and other  governmental  charges  imposed  upon the  Company  and its
Subsidiaries and their Properties,  sales and activities,  or any part thereof, or upon the income or profits therefrom, as well as all
claims for labor, materials, or supplies, which if unpaid might by law become a Lien upon any of their Properties;  provided,  however,
that any such tax,  assessment,  charge,  levy or claim need not be paid if the validity or amount thereof shall currently be contested
in good faith by  appropriate  proceedings  and if the Company or any of its  Subsidiaries  shall have set aside on its books  adequate
reserves with respect  thereto;  and provided,  further,  that the Company and its  Subsidiaries  will pay or cause to be paid all such
taxes,  assessments,  charges,  levies or claims  forthwith upon the commencement of foreclosure on any Lien which may have attached as
security therefor.


               (e)
     Inspection of Properties and Books.  Upon the request of the Holder,  the Company will furnish such information  regarding the
business,  affairs,  prospects and financial condition of the Company and its Subsidiaries as the Holder may reasonably  request.  Each
of the Company and its  Subsidiaries  shall permit the Holder,  or any of its  designated  representatives,  at its cost,  to visit and
inspect  any of the  properties  of the  Company  and its  Subsidiaries,  to  examine  the  books of  account  of the  Company  and its
Subsidiaries  (and to make copies  thereof and extracts  therefrom),  and to discuss the affairs,  finances and accounts of each of the
Company and its  Subsidiaries  with, and to be advised as to the same by, officers of such Persons,  all at such  reasonable  times and
intervals as the Holder may  reasonably  request.  At least three days prior to any  interview  of an officer by the Holder,  the chief
executive  officer of the Company shall be notified of such  interview and shall be invited to attend such  interview.  Prior to making
any such inspection or conducting any such interviews,  the Holder and its  representatives who are making the inspection or conducting
the interviews shall execute  confidentiality and non-disclosure  agreements  reasonably  acceptable to the Company and its counsel and
such holder and its  counsel.  As long as CIT Lending  Services  Corporation  is the Holder of this Note,  it shall be entitled to have
one  representative  attend meetings of the Board of Directors as a non-voting  observer.  In connection  therewith,  the Company shall
provide such  representative  with a copy of all notices,  minutes,  consents and other  materials,  financial or otherwise,  which the
Company  provides to members of its Board of Directors  concurrently  with the delivery of such information to the members of its Board
of Directors.  Participation  by such observer in any meeting of the Board of Directors  shall be at the  reasonable  discretion of the
Board of  Directors.  Any such  observer may be excluded  from all or any portion of any meeting in which the Board of Directors is (i)
considering  matters  with respect to which such  observer or any  Affiliate  of such  observer  has a conflict of interest,  (ii) when
deemed reasonably  advisable by the Chairman of the Board and counsel for the Company to preserve an  attorney-client  privilege or the
confidentiality  of any other significant  matter, and (iii) when the Board of Directors by majority vote otherwise resolves to conduct
its  proceedings  in  executive  session.  The Company  shall have no  obligation  to  reimburse  the  out-of-pocket  expenses for such
representative.




– 7 –



               (f)
     Compliance  with Laws,  Contracts,  Licenses and Permits.  The Company and each of its  Subsidiaries  will comply with (i) all
applicable laws and  regulations,  (ii) the provisions of its Charter and by-laws,  (iii) all agreements and instruments by which it or
any of its Properties may be bound, (iv) all applicable  decrees,  orders,  and judgments and (v) all required  approvals,  permits and
licenses.  If at any time while this Note is outstanding,  any authorization,  consent,  approval,  permit or license from any officer,
agency or  instrumentality  of any government  shall become  necessary or required in order that any of the Company or its Subsidiaries
may lawfully fulfill any of its obligations  hereunder,  each of the Company and its Subsidiaries  will immediately take or cause to be
taken all reasonable steps within its power to obtain such authorization,  consent,  approval, permit or license and furnish the Holder
with evidence thereof.


               (g)
     Employee Benefit Plans.  Neither of the Company nor any ERISA Affiliate will:


	 
	        
(i)     engage in any “prohibited transaction” within the meaning of §406 of ERISA or §4975 of the Internal Revenue Code;







	 
	        
(ii)     permit any Guaranteed  Pension Plan to incur an  “accumulated  funding  deficiency,” as such term is defined in §302 of ERISA,
                  whether or not such deficiency is or may be waived;







	 
	        
(iii)     fail to contribute to any Guaranteed  Pension Plan to an extent which,  or terminate any  Guaranteed  Pension Plan in a manner
                  which,  could  result  in the  imposition  of a lien  or  encumbrance  on the  assets  of the  Company  or any of its
                  Subsidiaries pursuant to §302(f) or §4068 of ERISA; or







	 
	        
(iv)     permit or take any action  which would result in the  aggregate  benefit  liabilities  (with the meaning of §4001 of ERISA) of
                  all  Guaranteed  Pension  Plans  exceeding  the value of the aggregate  assets of such plans,  disregarding  for this
                  purpose the benefit liabilities and assets of any such plan with assets in excess of benefit liabilities.







        The
Company will (x) promptly upon filing the same with the Department of Labor or
the Internal Revenue Service, furnish to the Holder a copy of the most recent
actuarial statement required to be submitted under §103(d) of ERISA and
Annual Report, Form 5500, with all required attachments, in respect of each
Guaranteed Pension Plan and (y) promptly upon receipt or dispatch, furnish to
the Holder a copy of any notice, report or demand sent or received in respect of
a Guaranteed Pension Plan under §§302, 4041, 4042, 4043, 4063, 4065,
4066 and 4068 of ERISA, or in respect of a Multiemployer Plan, under
§§4041A, 4202, 4219, 4242 or 4245 of ERISA. 


               (h)
     Further  Assurances.  The Company and the Holder will  cooperate  with each other and execute  such  further  instruments  and
documents as either of them shall reasonably request to carry out the transactions contemplated by this Note.


               (i)
     Notices of Events of  Default.  The  Company  will  promptly  notify the Holder in writing of the  occurrence  of any Event of
Default or if any Person shall give any notice or take any other action in respect of a claimed  default  (whether or not  constituting
an Event of  Default)  under any  material  agreement  to which the Company or any of its  Subsidiaries  is a party.  The Company  also
covenants and agrees to promptly  provide the Holder with written notice:  (i) upon the Company or any of its  Subsidiaries'  obtaining
knowledge  of any  violation  of  any  Environmental  Law  regarding  the  Property  or the  operations  of the  Company  or any of its
Subsidiaries;  (ii) upon the Company or any of its Subsidiaries'  obtaining  knowledge of any potential or known release,  or threat of
release,  of any




– 8 –



 Hazardous  Materials  at, from, or into the Property  which it reports in writing or is reportable by it in writing to
any  governmental  authority;  (iii)  upon  the  Company  or  any of its  Subsidiaries'  receipt  of any  notice  of  violation  of any
Environmental  Laws or of any release or threatened  release of Hazardous  Materials at, from or into the Property,  including a notice
or claim of liability or potential  responsibility  from any third party  (including  without  limitation  any federal,  state or local
governmental officials) and including notice of any formal inquiry,  proceeding,  demand,  investigation or other action with regard to
(a) the Company,  any of its  Subsidiaries or any other Person's  operation of the Property or (b)  contamination  on, from or into the
Property;  (iv) upon the  Company  or any of its  Subsidiaries'  receipt  of notice of any  investigation  or  remediation  of  offsite
locations at which the  Company,  any of its  Subsidiaries  or any of their  predecessors  are alleged to have  directly or  indirectly
disposed of Hazardous Materials;  or (v) upon the Company or any of its Subsidiaries'  obtaining knowledge that any expense or loss has
been incurred by such governmental  authority in connection with the assessment,  containment,  removal or remediation of any Hazardous
Materials  with  respect  to which the  Company  or any of its  Subsidiaries  may be liable or for which a Lien may be  imposed  on the
Property.


               (j)
     Response  Actions.  The Company  covenants  and agrees that if any release or disposal of Hazardous  Materials  shall occur or
shall have  occurred on its  Property,  the Company  will cause the prompt  containment  and removal of such  Hazardous  Materials  and
remediation  of the  Property  as  necessary  to comply in all  material  respects  with all  Environmental  Laws or to preserve in all
material respects the value of the Property.


               (k)
     Annual  Statements.  As soon as  available  and in any event within 90 days after the close of each fiscal year of the Company
commencing with the fiscal year ending December 31, 2002, the Company will deliver to the Holder: (i) an audited  consolidated  balance
sheet and  statement of income and retained  earnings  and of cash flows of the Company and its  Subsidiaries  audited to the extent so
required by any “big four” independent  public accounting firm, as selected by the Company,  and (ii) consolidated  internal  unaudited
balance  sheets and  statements  of income and retained  earnings  and of cash flows of each  Subsidiary  of the Company,  in each case
showing the  financial  condition  of the Company  and/or  each  Subsidiary  of the Company as of the close of such fiscal year and the
results of the Company's and/or such Subsidiary's  operations  during such fiscal year, all on a consolidated  basis, and setting forth
in  comparative  form the  comparable  statements  for the  previous  fiscal year,  if any.  Each of the audited  financial  statements
delivered  hereunder shall be certified by such accounting  firm to have been prepared in accordance  with GAAP  consistently  applied,
accompanied  by the  written  statement  of such firm to the  effect  that such  firm  does not know of the  existence  of any Event of
Default, or if such firm shall have obtained knowledge of any Event of Default, setting forth the nature thereof.


               (l)
     Monthly  Statements.  Within 45 days  after the end of each month  commencing  with the month  ending  August  31,  2002,  the
Company will deliver to the Holder a consolidated  internal,  unaudited balance sheet and statement of income and retained earnings and
of cash flows of the Company as of the end of each such month,  including  a  comparison  of such  financial  statements  to the annual
operating  budget and  projected  monthly  balance  sheets and  statements  of income  delivered  pursuant  to Section  7(m) hereof and
certified by the chief  financial  officer of the Company to be true and correct to the best of his or her  knowledge  and to have been
prepared in accordance  with GAAP  consistently  applied (other than such footnotes  which may be required by GAAP),  subject to normal
year-end adjustments.


               (m)
     Other Financial  Information.  The Company will deliver to the Holder within 30 days prior to the  commencement of each fiscal
year, (i) an annual  operating  budget and projected  monthly balance sheets and statements of income,  (ii) as soon as practical after
preparation  thereof,  complete and correct  copies of all quarterly or annual  budgetary  analyses or forecasts of the Company and its




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Subsidiaries  (if any) prepared by management  for the use of the Board of Directors and (iii)  updated  five-year  projections  of the
Company and its  Subsidiaries  (if any)  prepared  by  management  for the use of the Board of  Directors.  Promptly  after the receipt
thereof,  the  Company  will  provide  to the Holder  copies of any  reports as to  adequacies  in  accounting  controls  submitted  by
independent accountants with respect to the Company and its Subsidiaries.


               (n)
     Officer's  Certificates.  Together with delivery of consolidated  financial statements of the Company pursuant to Section 7(l)
above,  the Company shall deliver to the Holder a certificate of the chief  financial  officer of the Company,  to the effect that such
officer has caused the  provisions  of this Note to be reviewed and has no  knowledge  of any Event of Default,  or if such officer has
such knowledge,  specifying such Event of Default and the nature thereof,  and what action the Company has taken, is taking or proposes
to take with respect thereto.


               (o)
     Notice of  Litigation,  Defaults,  Etc.  The  Company  will  promptly  give  notice to the  Holder  of any  litigation  or any
administrative  proceeding to which the Company or any of its Subsidiaries  may hereafter become a party which,  after giving effect to
applicable  insurance,  may  reasonably  be expected to result in any adverse  change in the business,  assets,  prospects or financial
condition of the Company and its Subsidiaries  taken as a whole.  Forthwith upon any officer of the Company obtaining  knowledge of any
Event of Default  hereunder or any default or event of default under any agreement  relating to any  indebtedness of the Company or any
of its  Subsidiaries for borrowed money,  the Company will furnish a notice  specifying the nature and period of existence  thereof and
what action the Company or any of its Subsidiaries has taken, is taking or proposes to take with respect thereto.


        8.     
Breach of  Covenants.  In the  event the  Company  shall  fail in any  material  respect  to  perform  or  observe  any of the
covenants  to be  performed  or observed by it under  Section 7  of this Note  (except to the extent such  failure is  attributable  to
actions of the Holder),  and such failure  continues for a period of  thirty (30)  days after written  notice thereof has been given to
the Company by the Holder (the “Day of Breach”),  the Company  shall pay the Holder  Breach  Interest  from the Day of Breach until the
earlier of (i) the date such  breach is cured,  or (ii) the date the Holder  waives,  in  writing,  the breach of such  covenant.  Such
Breach  Interest  shall be due and payable upon the earlier of (i) September 30, 2008,  (ii) the date this Note becomes due and payable
pursuant to Section 9 of this Note, or (iii) the date the Company pays this Note in full pursuant to Section 6 of this Note.


        9.     
Events of Default.  If any of the events  specified  in this  Section 9 shall  occur  (herein  individually  referred to as an
“Event of Default”),  the Holder of the Note may, so long as such  condition  exists,  declare the Default Amount (as defined below) of
this Note immediately due and payable, by notice in writing to the Company:


               (a)
     Failure to make payment of the principal of this Note on the date such payment becomes due and payable; or


               (b)
     the Company or any of its Subsidiaries shall:


	 
	        
(i)     commence a voluntary case under Title 11 of the United States  Bankruptcy  Code as from time to time in effect,  or authorize,
                  by appropriate  proceedings of its board of directors or other governing  body, the  commencement of such a voluntary
                  case;







	 
	        
(ii)     have filed against it a petition  commencing  an  involuntary  case under said Title 11 and such petition  shall not have been
                  dismissed or stayed within 60 days;









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(iii)     seek relief as a debtor under any applicable  law, other than said Title 11, of any  jurisdiction  relating to the liquidation
                  or  reorganization  of debtors or to the  modification  or alteration  of the rights of  creditors,  or consent to or
                  acquiesce in such relief;







	 
	        
(iv)     have  entered  against it an order by a court of  competent  jurisdiction  (x)  finding it to be bankrupt  or  insolvent,  (y)
                  ordering or  approving  its  liquidation,  reorganization  or any  modification  or  alteration  of the rights of its
                  creditors,  or (z) assuming custody of, or appointing a receiver or other custodian for, all or a substantial part of
                  its property;  which order shall not be vacated,  denied, set aside, or stayed within 60 days from the date of entry;
                  or







	 
	        
(v)     make an  assignment of all or a substantial  part of its Property for the benefit of, or enter into a  composition  with,  its
                  creditors,  or appoint or consent to the appointment of a receiver or other  custodian for all or a substantial  part
                  of its Property.





        Until
and including September 30, 2008, the amount payable by the Company in respect
of this Note as of any particular date of acceleration of the principal balance
hereof as a result of the occurrence of an Event of Default (the
“Default Amount”) shall equal the then Accreted
Value of this Note. On and after September 30, 2008, the Default Amount in
respect of this Note shall equal 100% of the principal amount of this Note, and
interest shall accrue thereafter at the rate of 15% per annum. Upon payment of
the Default Amount so declared due and payable, together with any additional
interest as provided in the preceding sentence, all of the Company’s
obligations in respect of the payment of the principal of the Note shall
terminate. 


        10.     
Assignment.  The Holder may freely  assign and delegate its rights and  obligations  under this Note to any  commercial  bank,
insurance  company,  investment  or mutual fund or other entity or trust that is an  "accredited  investor" (as defined in Regulation D
under the Securities act of 1933) and which extends credit or buys loans as one of its customary  businesses;  provided,  however, that
unless an Event of Default  shall have  occurred and be  continuing,  (i) no competitor of the Company may be an assignee of this Note,
and (ii) the prior written consent of the Company, not to be unreasonably  withheld,  shall be required prior to the assignment of this
Note to Goldman  Sachs Credit  Partners,  L.P. or Wachovia  Bank,  National  Association  or any of their  respective  Affiliates.  The
Company's  rights and obligations  hereunder and any interest therein may not be assigned or delegated by the Company without the prior
written  consent of the Note  Holder,  except that the Company  may effect the  assignment  of this Note to any Person who shall be the
successor to the Company as a result of any merger  transaction or the sale of all or substantially  all of the assets or capital stock
of the Company to the extent  permitted  under the Credit  Agreement  referred to in  Section 4(a)  of this Note.  The Holder agrees to
cooperate with the Company in order to effect,  to the extent permitted under the Credit Agreement  referred to in Section 4(a) of this
Note,  the  assignment of this Note to any successor by merger to the Company or to the  purchaser of all or  substantially  all of the
assets or capital stock of the Company.


        11.     
Waiver and Amendment.  Any provision of this Note may be amended,  waived or modified upon the written  consent of the Company
and the Holder.


        12.     
Notices.  Any  notice,  request or other  communication  required  or  permitted  hereunder  shall be in writing  and shall be
deemed to have been duly given if  personally  delivered or if faxed with  confirmation  of receipt by telephone or if  telegraphed  or
mailed by registered or certified  mail,  postage  prepaid,  at the respective  addresses of the parties as set forth above.  Any party
hereto may by notice so given change its address for future notice  hereunder.  Notice shall  conclusively be deemed to have been given
when  personally  delivered,  faxed,  or when deposited in the mail or telegraphed in the manner set forth above and shall be deemed to
have been received when delivered.




– 11 –




        13.     
Governing  Law.  THIS NOTE AND THE  RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES  HEREUNDER  SHALL BE  GOVERNED  BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE  WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING  SECTION 5-1401 AND SECTION 5-1402 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES  THEREOF,  EXCEPT AS TO MATTERS OF
CORPORATE  GOVERNANCE,  WHICH SHALL BE GOVERNED BY AND CONSTRUED AND  INTERPRETED IN ACCORDANCE  WITH THE LAWS OF THE  JURISDICTION  OF
INCORPORATION OR ORGANIZATION OF THE SUBJECT PERSON.


        14.     
Consent to  Jurisdiction.  ALL  JUDICIAL  PROCEEDINGS  BROUGHT  AGAINST THE  COMPANY OR THE HOLDER  ARISING OUT OF OR RELATING
HERETO OR ANY OF THE COMPANY'S  OBLIGATIONS  HEREUNDER,  MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT  JURISDICTION IN THE
STATE,  COUNTY AND CITY OF NEW YORK.  BY EXECUTING  AND  DELIVERING  OR ACCEPTING  THIS NOTE,  EACH OF THE COMPANY AND THE HOLDER,  FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES,  IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE  JURISDICTION AND
VENUE OF SUCH COURTS AND ANY APPELLATE COURTS  THEREFROM);  (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;  (c) AGREES THAT SERVICE OF
ALL PROCESS IN ANY SUCH  PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED  MAIL,  RETURN RECEIPT  REQUESTED,  TO THE
APPLICABLE  CREDIT PARTY OR LENDER,  AS THE CASE MAY BE, AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 12; (d) AGREES THAT SERVICE
AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL  JURISDICTION  OVER THE COMPANY OR HOLDER,  AS THE CASE MAY BE, IN ANY
SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE  CONSTITUTES  EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (e) AGREES THAT EACH
OF THE COMPANY AND THE HOLDER RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING  PROCEEDINGS  AGAINST
THE OTHER PARTY HERETO IN THE COURTS OF ANY OTHER JURISDICTION.


        15.     
Waiver of Jury Trial.  EACH OF THE COMPANY AND THE HOLDER HEREOF HEREBY  WAIVES ITS  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION  BASED UPON OR ARISING  HEREUNDER OR ANY DEALINGS  BETWEEN  THEM  RELATING TO THE SUBJECT  MATTER OF THIS LOAN
TRANSACTION  OR  THE  LENDER/BORROWER   RELATIONSHIP  THAT  IS  BEING  ESTABLISHED.  THE  SCOPE  OF  THIS  WAIVER  IS  INTENDED  TO  BE
ALL-ENCOMPASSING  OF ANY AND ALL  DISPUTES  THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT  MATTER OF THIS  TRANSACTION,
INCLUDING  CONTRACT  CLAIMS,  TORT  CLAIMS,  BREACH OF DUTY CLAIMS AND ALL OTHER  COMMON LAW AND  STATUTORY  CLAIMS.  EACH PARTY HERETO
ACKNOWLEDGES  THAT THIS WAIVER IS A MATERIAL  INDUCEMENT TO ENTER INTO A BUSINESS  RELATIONSHIP,  THAT EACH HAS ALREADY  RELIED ON THIS
WAIVER IN EXECUTING  AND  DELIVERING  AND  ACCEPTING  DELIVERY OF THIS NOTE,  AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS
RELATED  FUTURE  DEALINGS.  EACH PARTY HERETO FURTHER  WARRANTS AND REPRESENTS  THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL
AND THAT IT  KNOWINGLY  AND  VOLUNTARILY  WAIVES




– 12 –



ITS JURY TRIAL  RIGHTS  FOLLOWING  CONSULTATION  WITH LEGAL  COUNSEL.  THIS  WAIVER IS
IRREVOCABLE,  MEANING THAT IT MAY NOT BE MODIFIED  EITHER  ORALLY OR IN WRITING  (OTHER THAN BY A MUTUAL  WRITTEN  WAIVER  SPECIFICALLY
REFERRING  TO THIS  SECTION 15 AND  EXECUTED  BY EACH OF THE  COMPANY  AND THE  HOLDER  HEREOF),  AND THIS  WAIVER  SHALL  APPLY TO ANY
SUBSEQUENT  AMENDMENTS,  RENEWALS,  SUPPLEMENTS OR  MODIFICATIONS  HERETO OR TO ANY OTHER DOCUMENTS OR AGREEMENTS  RELATING TO THE LOAN
MADE HEREUNDER.  IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



         16.     
Heading;  References.  Section  headings herein are included herein for convenience of reference only and shall not constitute
a part hereof for any other purpose or be given any substantive  effect.  Except where otherwise  indicated,  all references  herein to
Sections refer to Sections hereof.
















– 13 –




        IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date first above written.



	  	NUVOX, INC. 





	  	By: 	/s/ John P. Denneen



	  	Name: John P. Denneen
Title:  Executive Vice President




















– 14 –