NuVox, Inc. Exhibit 10.1 to Form 10-Q




 

Exhibit 10.1

 

 

 

AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT


dated as of August 14, 2002


 

by and among


GABRIEL COMMUNICATIONS FINANCE COMPANY,
and

NUVOX, INC. (f/k/a GABRIEL COMMUNICATIONS, INC.), 

as Borrowers,


CERTAIN DIRECT AND INDIRECT SUBSIDIARIES OF BORROWERS,

as Guarantors,


 

CIT LENDING SERVICES CORPORATION,

as Lender

and

GENERAL ELECTRIC CAPITAL CORPORATION,

as Administrative Agent and Lender



 

 

 




Senior Secured Term Loan Facilities






AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

          This AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, is
dated as of August 14, 2002 (the "Agreement Date") and is effective as the date on which all conditions precedent
set forth in Section 3, including without limitation the making of the Required Contribution, have been satisfied (the
"Effective Date"), and is entered into by and among GABRIEL COMMUNICATIONS FINANCE COMPANY, a Delaware
corporation ("Finance"), NUVOX, INC. (formerly known as Gabriel Communications, Inc.), a Delaware corporation
("Parent;" and together with Finance collectively referred to hereinafter as the "Borrowers" and
each as an individual "Borrower"), CERTAIN OTHER DIRECT AND INDIRECT SUBSIDIARIES OF BORROWERS SIGNATORY
HERETO, as Guarantors, CIT LENDING SERVICES CORPORATION ("CIT"), as a Lender, and GENERAL ELECTRIC
CAPITAL CORPORATION ("GE Capital"), as a Lender and as the Administrative Agent (in such capacity, the
"Administrative Agent").

RECITALS:

          WHEREAS, a credit facility was established in favor of Finance
pursuant to the terms of that certain Credit and Guaranty Agreement dated as of October 31, 2000 (as amended and modified prior to
the date hereof, the "Existing Credit Facility") among Finance, as "Borrower," Parent, in its capacity as
a "Guarantor," the subsidiaries and affiliates of the Parent and Finance identified therein as "Guarantors," the
financial institutions party thereto as the "Lenders" (the "Previous Lenders"), including, without
limitation, CIT and GE Capital, Goldman Sachs Credit Partners, L.P., as Sole Lead Arranger, Sole Book Runner, and Syndication Agent,
Wachovia Bank, National Association (f/k/a First Union National Bank) ("Wachovia"), in its capacity as the
Administrative Agent and Collateral Agent (the "Previous Agent"), Barclays Bank PLC, as Documentation Agent, and
CIT, as Co-Documentation Agent; 

          WHEREAS, on or prior to the Effective Date, the Parent shall
join the Existing Credit Facility as a co-borrower pursuant to that certain Assumption Agreement to be dated as of the Effective Date
(the "Assumption Agreement"), and in connection therewith, shall execute and deliver to the Administrative Agent
that certain Parent Security Agreement dated as of the Effective Date (the "Co-Borrower Security Agreement"); and


          WHEREAS, pursuant to the terms and conditions of the Settlement
Agreement, (a) GE Capital shall succeed the Previous Agent as the "Administrative Agent" under the Existing Credit
Facility, (b) the Exiting Lenders shall release all of their rights and interests as Lenders under the Existing Credit Facility, and
(c) certain of the Existing Indebtedness will be repaid or otherwise deemed satisfied by the Previous Lenders; and

          WHEREAS, the Parent and Finance have requested that the
Existing Credit Facility be amended, modified and restated in its entirety pursuant to the terms set forth herein; and



1



          WHEREAS, the Lenders have agreed to amend, modify and restate
the terms of the Existing Credit Facility on the terms and conditions set forth herein; and

          WHEREAS, concurrently with the amendment and restatement of the
Existing Credit Facility as set forth herein, (a) GE Capital will advance to the Borrowers its Pro Rata Share of the Tranche A
Term Loan Commitment and CIT will advance to the Borrowers its Pro Rata Share of the Tranche A Term Loan Commitment, (b) the
Parent will issue the Series A Preferred Stock and the Preferred Note, and (c) the Parent will receive an equity contribution from
the Purchasers under the Series A Preferred Stock Agreement in an amount not less than the Required Contribution; and 

          WHEREAS, each of the Borrowers and the Guarantors acknowledge
and agree that on the Effective Date, the Obligations (as defined in the Existing Credit Facility) owed to the Continuing Lenders
under the Existing Credit Facility are as follows: (a) with respect to GE Capital, $25,474,453, of which (i) $10,000,000 shall be
deemed to be GE Capital's Tranche B Term Loan Commitment hereunder, and (ii) $15,474,453 shall be converted into 4,833,333
shares of the Series A Preferred Stock, and (b) with respect to CIT, $25,474,453, of which (i) $3,750,000 shall be deemed
to be CIT's Tranche B Term Loan Commitment hereunder, and (ii) $21,724,453 shall be converted into the Preferred Note; and

          WHEREAS, each of the Borrowers and the Guarantors acknowledge
and agree that the Liens and security interests granted pursuant to the Pledge and Security Agreement (as defined in the Existing
Credit Facility) and the Co-Borrower Security Agreement shall remain outstanding and in full force and effect, without interruption
or impairment of any kind, in accordance with their terms, as renewed, amended or restated pursuant to the Pledge and Security
Agreement (as defined herein) and shall continue to secure the Obligations (as defined herein); and

          WHEREAS, each of the Borrowers and the Guarantors acknowledge
and agree that such Liens and security interests granted pursuant to the Pledge and Security Agreement (as defined in the Existing
Credit Agreement) and the Co-Borrower Security Agreement have been assigned to the Administrative Agent by the Previous Agent; and

          WHEREAS, each of the Borrowers and the Guarantors acknowledge
and agree that (i) the Obligations represent, among other things, the amendment, restatement, and modification of certain
Indebtedness under the Existing Credit Facility (as modified by the Assumption Agreement); (ii) the Credit Documents (as defined
herein) are intended to restate, renew, amend and modify the Existing Credit Facility and the other Credit Documents (as defined in
the Existing Credit Facility) executed in connection therewith; and (iii) this Agreement is not intended to constitute, and shall not
constitute, a novation and shall in no way adversely affect or impair the priority of the Liens, and security interests granted in
connection with the Existing Credit Facility and the other Credit Documents (as defined in the Existing Credit Facility); and

          WHEREAS, capitalized terms used in these Recitals and not
otherwise defined therein shall have the respective meanings set forth for such terms in Section 1.1 hereof;




2



          NOW THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Existing
Credit Facility is hereby amended and restated as follows:

     SECTION 1.     DEFINITIONS AND INTERPRETATION

          1.1     Definitions.  The following terms
used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

          "Access Lines" shall mean the total number of DS-O
equivalent lines installed and activated, for customer billing purposes, that are being used to provide voice or data
telecommunications service to non-residential customers of the Credit Parties, including on-switch lines and UNE-P lines, but
excluding any other form of resale lines.

          "Access Lines Per New Customer" means, for any Fiscal
Quarter,  the ratio of (i) the number of Access Lines installed in such Fiscal Quarter which are for New Customers divided by
(ii) the number of New Customers added in such Fiscal Quarter.

          "Adjusted Eurodollar Rate" means, for any Interest
Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per annum obtained by dividing (and
rounding upward to the next whole multiple of 1/16 of 1%) (i) (a) the rate per annum (rounded to the nearest 1/100 of 1%) equal to
the rate determined by the Administrative Agent to be the offered rate which appears on Telerate page 3750 and accessed by
Bloomberg's Professional which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on
the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London,
England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not
appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest
1/100 of 1%) equal to the rate determined by the Administrative Agent to be the offered rate on such other index rate reporting
service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of
such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on
such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not
available, the Adjusted Eurodollar Rate shall be determined from such financial reporting service or other information as shall be
mutually acceptable to the Administrative Agent and the Borrowers, by (ii) an amount equal to (a) one minus (b) the Applicable
Reserve Requirement. 

          "Administrative Agent" shall have the meaning
ascribed to it in the preamble.

          "Adverse Proceeding" means any action, suit,
proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (whether or not purportedly on
behalf of any Credit Party) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any
Environmental Claims), whether pending or, to the knowledge of any Credit Party, threatened against or affecting such Credit Party or
any of its  property.




3



          "Affected Lender" shall have the meaning ascribed to
it in Section 2.17.

          "Affected Loans" shall have the meaning ascribed to
it in Section 2.17.

          "Affiliate" means, as applied to any Person, any
other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the 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 indirectly, of the power to
(i) vote 10% 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.  Neither the Administrative Agent nor any Lender shall be deemed Affiliates of any Credit Party by virtue of the
security interests granted under the Pledge and Security Agreement or any other relationship described or contemplated herein.

          "Aggregate Amounts Due" shall have the meaning
ascribed to it in Section 2.16.

          "Aggregate Payments" shall have the meaning ascribed
to it in Section 7.2.

          "Agreement" means this Credit and Guaranty Agreement,
as it may be amended, restated, supplemented or otherwise modified from time to time.

          "Agreement Date" shall have the meaning ascribed to
it in the preamble.

          "Applicable Margin" means, (i) with respect to
Eurodollar Rate Loans, (a) from the Effective Date until June 30, 2004, 4.50% per annum, and (b) from July 1, 2004 until the date
that is the earlier to occur of (1) the date on which all Obligations are paid in full in cash, or (2) the Maturity Date, 4.25% per
annum, and (ii) with respect to Base Rate Loans, (a) from the Effective Date until June 30, 2004, 3.50% per annum, and (b) from July
1, 2004 until the date that is the earlier to occur of (1) the date on which all Obligations are paid in full in cash, or (2) the
Maturity Date, 3.25% per annum; provided, however, that in the event that the interest rate at any time for any
Indebtedness permitted pursuant to Section 6.1(f) exceeds, on a current-pay basis, a per annum interest rate equal to the greater of
(A) ten percent (10%), and (B) the sum of the then current Adjusted Eurodollar Rate (for Interest Periods of six months) plus six
percent (6%), the Applicable Margin shall be increased for such period of time by the amount by which such interest rate exceeds the
greater of (A) and (B) above.

          "Applicable Reserve Requirement" means, at any time,
for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which reserves (including, without limitation, any basic,
marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against
"Eurocurrency liabilities" (as such term is defined in Regulation D) under regulations issued from time to time by the
Board of Governors of the Federal Reserve System or other applicable banking regulator.  Without limiting the effect of the
foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with
respect to (i) any category of liabilities which includes



4



 deposits by reference to which the applicable Adjusted Eurodollar Rate or
any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets which include
Eurodollar Rate Loans.  A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed
subject to reserve requirements without benefits of credit for proration, exceptions or offsets that may be available from time to
time to the applicable Lender.  The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the
effective date of any change in the Applicable Reserve Requirement.

          "Asset Sale" means a sale, lease or sub-lease (as
lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition to, or any exchange of property with,
any Person (other than between Credit Parties), in one transaction or a series of transactions, of all or any part of any Credit
Party's businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether
now owned or hereafter acquired, including, without limitation, the Capital Stock of any Credit Party other than (u) sales of the
Capital Stock or assets of any Unrestricted Subsidiary, (v) inventory (or other assets, including surplus capacity on a
telecommunications network or dark fiber in the ordinary course of business) sold or leased in the ordinary course of business, and
(w) disposals of obsolete, worn out or surplus property which any Credit Party reasonably deems no longer needed or useful in the
conduct of the Telecommunications Business of the Parent and its Subsidiaries, including, without limitation, assets relating to any
Indirect Geographic Market or shut down Geographic Market, (x) any swaps or exchanges of networks in any Geographic Market, (y) the
sale or other disposition of all of the Capital Stock of Amtel Acquisition Corp., CCN Acquisition Corp. and Teleco Acquisition Corp.
for $150,000 in Cash, a $325,000 8% secured promissory note due in monthly installments commencing September 1, 2002 through
September 1, 2007 of $6,589.83 each, and $75,000 in release of the obligations under the employment agreement with Russell Powell,
and (z) sales of all or substantially all of the assets of no more than two Geographic Markets in the aggregate during the term of
the Loans (excluding Indirect Geographic Markets and shut down Geographic Markets) for which the trailing revenues of the entities or
assets sold for the most recent four Fiscal Quarters for which such information is available prior to any such sale or sales, in the
aggregate, were less than the difference between (i) 10% of aggregate Revenues for the most recent four Fiscal Quarters as at any
date of determination (without giving effect to such sale or sales), and (ii) the trailing revenues of the entities or assets sold in
prior sales of any Geographic Market for the most recently ended four Fiscal Quarters for which such information was available prior
to such sale or sales, provided, however, that in the event of any sale of assets of all or substantially all of the assets of a
Geographic Market which, together with any such prior sales, would exceed the difference between (i) and (ii) above, only the last
such sale shall be an "Asset Sale."  

          "Assignment Agreement" means an Assignment Agreement
substantially in the form of Exhibit A, with such amendments or modifications as may be approved by the Administrative
Agent.

          "Assumption Agreement" shall have the meaning
ascribed to it in the recitals hereto.




5



          "Authorized Officer" means, as applied to any Person,
any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its
executive or senior vice presidents (or the equivalent thereof), and such Person's chief financial officer or treasurer.

          "Available Cash" means the sum as at each calculation
date of the Cash and Cash Equivalents on hand of the Credit Parties.

          "Bankruptcy Code" means Title 11 of the United States
Code entitled "Bankruptcy," as now and hereafter in effect, or any successor statute.

          "Base Rate" means, for any day, a rate per annum
(rounded to the nearest 1/100 of 1%) equal to the greater of (i) the variable rate of interest per annum on such day equal to the
rate publicly quoted from time to time by Deutsche Bank as its prime lending rate (or, if Deutsche Bank ceases quoting such a rate,
the highest per annum rate of interest published by the Federal Reserve Board in Federal Reserve statistical release H.15 (519)
entitled "Selected Interest Rates" as the Bank prime loan rate or its equivalent), and (ii) the Federal Funds Effective
Rate on such day plus 1/2 of 1% per annum.  Any change in the Base Rate due to a change in the prime rate as set forth in clause (i)
above, or the Federal Funds Effective Rate shall be effective on the effective day of such change in the prime rate or the Federal
Funds Effective Rate, respectively.

          "Base Rate Loan" means a Loan bearing interest at a
rate determined by reference to the Base Rate.

          "Beneficiary" means the Administrative Agent and the
Lenders.

          "Borrower" or "Borrowers" shall have
the meaning ascribed to it in the preamble hereto.  For the avoidance of doubt, each reference herein to the "Borrowers"
shall be deemed, as the context requires, to be a reference to "each" Borrower.

          "Business Day" means (i) any day excluding Saturday,
Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located
in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices,
determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term
"Business Day" shall mean any day which is a Business Day described in clause (i) and which is also a day for
trading by and between banks in Dollar deposits in the London interbank market.

          "Capital Lease" means, as applied to any Person, any
lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be
accounted for as a capital lease on the balance sheet of that Person.

          "Capital Stock" means any and all shares, interests,
participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership
interests in a Person (other than a corporation), including, without limitation,



6



 partnership interests and membership interests, and
any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

          "Cash" means money, currency or a credit balance in
any demand account or Deposit Account.

          "Cash Equivalents" means, as at any date of
determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the
United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and
credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any
state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each
case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from
S&P or at least P-1 from Moody's; (iii) commercial paper maturing no more than one year from the date of creation thereof and
having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody's; (iv) certificates
of deposit, time deposits, Eurodollar time deposits, overnight bank deposits or bankers' acceptances maturing within one year after
such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or
any state thereof or the District of Columbia that (a) is at least "adequately capitalized" (as defined in the regulations
of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000;
(v) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of
investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000, and (c) has the highest
rating obtainable from either S&P or Moody's; and (vi) repurchase obligations of any Lender or of any commercial bank satisfying
the requirements of clause (i) of this definition, having a term of not more than 30 days, with respect to securities issued or fully
guaranteed or insured by the United States government.

          "Certificate re Non-Bank Status" means a certificate
substantially in the form of Exhibit B.

          "CIT" shall have the meaning ascribed to it in the
preamble hereto.

          "Class" means each of the following classes of
Lenders: (i) the Lenders having Tranche A Term Loan Exposure, and (ii) the Lenders having Tranche B Term Loan Exposure.

          "CLEC" means a competitive local exchange carrier.

          "Co-Borrower Security Agreement" shall have the
meaning ascribed to it in the recitals hereto.

          "Collocation Equipment" means multiplexers, channel
banks, collocation termination devices (e.g., 1/0 DCS for T - 1 customers), data aggregation units (routers and frame relay
switches), racks, DSX panels and such other comparable or replacement equipment which any of the Credit Parties may install in
collocation sites in incumbent telephone company central



7



offices used by any of the Credit Parties in the operation of their
respective telecommunications networks.

          "Collateral" means, collectively, all of the real,
personal and mixed property (including Capital Stock) in which Liens are purported to be granted or assigned to the Administrative
Agent pursuant to the Collateral Documents as security for any of the Obligations.

          "Collateral Documents" means the Pledge and Security
Agreement, the Co-Borrower Security Agreement, the Mortgages (if any), the Landlord Personal Property Collateral Access Agreements,
if any, assignments of any of the foregoing in favor of the Administrative Agent, and all other instruments, documents and agreements
delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to the Administrative
Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of such Credit Party as security for the
Obligations, in each case, as amended, restated, supplemented or otherwise modified from time to time.

          "Commitments" means the commitments of the Lenders to
make Loans as set forth in Section 2.1(a) and (b) of this Agreement.  The amount of each Lender's Commitment is set forth on
Appendix A or in the applicable Assignment Agreement and is subject to any adjustment or reduction pursuant to the terms and
conditions hereof.

          "Communications Act" means the Communications Act of
1934, as amended (including, without limitation, pursuant to the Telecommunications Act of 1996), or any successor statute or
statutes thereto, and all regulations thereunder, in each case as from time to time in effect.

          "Communications License" means any license,
authorization, certification, waiver or permit required from the FCC, any PUC or any other relevant Governmental Authority acting
under applicable law or regulations pertaining to or regulating the Telecommunications Business of the Credit Parties.

          "Compliance Certificate" means a Compliance
Certificate substantially in the form of Exhibit C.

          "Continuing Lenders" means, either individually or
collectively, as the context requires, CIT and GE Capital.

          "Contractual Obligation" means, as applied to any
Credit Party, any provision of any Security issued by that Credit Party or of any agreement in respect of indebtedness for borrowed
money or Material Contract to which that Credit Party is a party or by which it or any of its properties is bound or to which it or
any of its properties is subject.

          "Contributing Guarantors" shall have the meaning
ascribed to it in Section 7.2.

          "Conversion/Continuation Date" means the effective
date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.



8



          "Conversion/Continuation Notice" means a
Conversion/Continuation Notice substantially in the form of Exhibit D.

          "Corporate Headquarters"  means the leased corporate
headquarters facilities of the Borrowers and the Holding Company that are presently located at 16090 Swingley Ridge Road,
Chesterfield, MO and 301 North Main Street, Greenville, SC, respectively, and any expansion or replacement of such corporate
headquarters facilities of the Parent, the Holding Company or the Borrowers by means of a new or amended lease. 

          "Counterpart Agreement" means a Counterpart Agreement
substantially in the form of Exhibit E. 

          "Credit Document" means any of this Agreement, the
Notes, if any, the Collateral Documents, and all other documents, instruments or agreements executed and delivered by any Credit
Party for the benefit of the Administrative Agent or any Lender in connection herewith, as may be amended, restated, supplemented or
otherwise modified from time to time; provided however, that Credit Documents shall not include the Preferred Note and
the Series A Preferred Stock Agreement.

          "Credit Party" or "Credit Parties"
means, individually or collectively as the context requires, each Person (other than the Administrative Agent, any Lender or any
other representative thereof) from time to time party to a Credit Document, including, without limitation, the Parent and any of its
Subsidiaries (other than the Unrestricted Subsidiaries).

          "Customer Premises Equipment" shall mean
telecommunications equipment installed or intended for installation in the premises of customers of any Credit Party including
integrated access devices, routers and modems.

          "Days Sales Outstanding" means for any Fiscal Quarter
(i) accounts receivable as of the end of such Fiscal Quarter multiplied by  (ii) 365 divided by (iii) the
product of (a) 4 multiplied by (b) the Revenues for such Fiscal Quarter.

          "Default" means a condition or event that, after
notice or lapse of time or both, would constitute an Event of Default.

          "Deposit Account" means a demand, time, savings,
passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account
evidenced by a negotiable certificate of deposit.

          "Dollars" and the sign "$" mean the
lawful money of the United States of America.

          "DS-O" means the standard telecommunications industry
digital signal format having a bit rate of up to 64 kilobits  per second.

          "EBITDA" means, for any period, the earnings (loss)
before interest, taxes, depreciation and amortization, as calculated generally by the Parent, on a consolidated basis,



9



 in the
historical preparation of its financial statements except as may otherwise be required by changes in GAAP.

          "Effective Date" shall have the meaning ascribed to
it in the preamble and shall not be later than August 16, 2002 unless otherwise agreed by Parent, GE Capital and CIT.

           "Eligible Assignee" means (i) any Lender, any
Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all
purposes hereof), and (ii) 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) and which extends credit or buys loans as one
of its businesses; provided, however, that (y) no Affiliate of the Parent or (z) unless an Event of Default shall have
occurred and be continuing, no competitor of Parent or any of the other Credit Parties shall be an Eligible Assignee.

          "Employee Benefit Plan" means any "employee
benefit plan" as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be
contributed by, the Parent,  any of its Subsidiaries or any of their respective ERISA Affiliates.

          "Environmental Claim" means any investigation,
notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order, by any Governmental Authority,
arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any
Release of Hazardous Material; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety,
natural resources or the environment.

          "Environmental Laws" means any and all current or
future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules,
regulations, guidance documents, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities
relating to environmental matters, including those relating to; (i) the generation, use, storage, transportation or disposal of
Hazardous Materials; or (ii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal
health or welfare, in any manner applicable any Credit Party or any Facility.

          "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time, and any successor thereto.

          "ERISA Affiliate" means, as applied to any Person,
(i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal
Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group
of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person
is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal
Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii)
above is a member.  Any former ERISA Affiliate of the Parent or any other Credit Party shall continue to be 



10



considered an ERISA
Affiliate of the Parent or such other Credit Party within the meaning of this definition with respect to the period such entity was
an ERISA Affiliate of the Parent or such other Credit Party and with respect to liabilities arising after such period for which the
Parent or such other Credit Party could be liable under the Internal Revenue Code or ERISA.

          "ERISA Event" means (i) a "reportable
event" within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan
(excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the
minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in
accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under
Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice
of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by the Parent,
any other Credit Party, or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or
the termination of any such Pension Plan resulting in liability pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the
PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under
ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on
the Parent, any other Credit Party, or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by
reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of the Parent, any other Credit Party, or any of their
respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any
Multiemployer Plan if there is any potential liability therefor, or the receipt by the Parent, any other Credit Party, or any of
their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to
Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the
occurrence of an act or omission which could reasonably be expected to give rise to the imposition on the Parent, any other Credit
Party or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal
Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix)
the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a
Multiemployer Plan or the assets thereof, or against the Parent, any other Credit Party or any of their respective ERISA Affiliates
in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension
Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify
under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for
exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

          "Eurodollar Rate Loan" means a Loan bearing interest
at a rate determined by reference to the Adjusted Eurodollar Rate.




11



          "Event of Default" means each of the conditions or
events set forth in Section 8.1.

          "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, and any successor statute.

          "Existing Credit Facility" shall have the meaning
ascribed to it in the recitals hereto.

          "Existing Indebtedness" means the Indebtedness and
other obligations of the Borrowers, the Holding Company and the other Guarantors outstanding under the Existing Credit Facility
immediately prior to the Effective Date, and before giving effect to the Settlement Agreement, in the outstanding principal amount
of  approximately $196 Million.

          "Existing Letter of Credit" means that certain letter
of credit issued by Wachovia, in its capacity as "Issuing Bank" under the Existing Credit Facility in favor of BellSouth
Corporation in the original face amount of $1,000,000, which Existing Letter of Credit will be cancelled on or before the Effective
Date.  

          "Exiting Lenders" means, collectively, Goldman Sachs
Credit Partners L.P., Wachovia, Barclays Bank PLC, Nortel Networks Inc. and CIBC Inc.

          "Facility" means any real property (including all
buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by any Credit
Party or any predecessor or Affiliate of such Credit Party.

          "Fair Share" shall have the meaning ascribed to it in
Section 7.2.

          "Fair Share Contribution Amount" shall have the
meaning ascribed to it in Section 7.2.

          "Fair Share Shortfall" shall have the meaning
ascribed to it in Section 7.2.

          "FCC" means the Federal Communications Commission or
any successor United States Governmental Authority exercising similar regulatory and jurisdictional authority.

          "Federal Funds Effective Rate" means for any day, the
rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average
of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on
such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided,
(i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on
such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to the
Administrative Agent, in its capacity as a Lender, on such day on such transactions from three federal funds brokers of recognized
standing selected by the Administrative Agent.




12



          "Financial Officer Certification" means, with respect
to the financial statements for which such certification is required, the certification of the chief financial officer of the Parent
that such financial statements fairly present, in all material respects, the financial condition of the Parent and its Subsidiaries
on a consolidated basis in accordance with GAAP as at the dates indicated and the results of their operations and their cash flows
for the periods indicated, subject (in the case of unaudited financial statements) to changes resulting from audit and normal
year-end adjustments and the absence of footnotes.

          "Financial Plan" shall have the meaning ascribed to
it in Section 5.1(j).

          "First Priority" means, with respect to any Lien
purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such
Collateral is subject, other than Permitted Liens.      

          "Fiscal Quarter" means a fiscal quarter of any Fiscal
Year.

          "Fiscal Year" means the fiscal year of the Parent and
its Subsidiaries ending on December 31 of each calendar year.

          "Flood Hazard Property" means any Real Estate Asset
subject to a mortgage in favor of the Administrative Agent, for the benefit of the Lenders, and located in an area designated by the
Federal Emergency Management Agency as having special flood or mud slide hazards.

          "Fraudulent Transfer Laws" shall have the meaning
ascribed to it in Section 7.2.

          "Free Cash Flow from Operations" means, for any
period, free cash flow from operations as calculated generally by the Parent, in the Updated Financial Plan, on a consolidated basis,
except as may otherwise be required by changes in GAAP.

          "Funding Guarantors" shall have the meaning ascribed
to it in Section 7.2.

          "Funding Notice" means a Funding Notice substantially
in the form of Exhibit F.

          "GAAP" means, subject to the limitations on the
application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of
determination thereof.

          "GE Capital" shall have the meaning ascribed to it in
the preamble hereto.

          "Geographic Market" means any one or more of the
following: (i) any Market in which any Credit Party is engaged in the Telecommunications Business as of the Effective Date; (ii) any
Pre-approved Borrower Market which has been designated in writing by the Parent to the Administrative Agent as being a Pre-approved
Borrower Market in which the Parent wishes to establish a Subsidiary to engage in the Telecommunications Business, and in respect of
which the Parent has provided the Administrative Agent with a revised Financial Plan which revised



13



 Financial Plan demonstrates that
the Credit Parties' business (including the business of the proposed Subsidiary) in all proposed and existing Geographic Markets, as
described in such revised Financial Plan, is fully financed and is approved by the Requisite Lenders, such approval not to be
unreasonably withheld; (iii) an Other Market becoming a Geographic Market as a result of an RS Conversion in accordance with Section
6.17(b)(i); or (iv) the New Borrower Markets;

          "Governmental Acts" means any act or omission,
whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

          "Governmental Authority" means any federal, state,
municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or
political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the
United States, or a foreign entity or government.

          "Governmental Authorization" means any permit,
license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

          "Grantor" shall have the meaning ascribed to it in
the Pledge and Security Agreement.

          "Guaranteed Obligations" shall have the meaning
ascribed to it in Section 7.1.

          "Guarantor" means the Holding Company, and each
current and future Subsidiary of each Borrower (other than the Unrestricted Subsidiaries).

          "Guarantor Subsidiary" means any Subsidiary of the
Borrowers that is a Guarantor.

          "Guaranty" means the guaranty of each Guarantor set
forth in Section 7.

          "Hazardous Materials" means any chemical, material or
substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which could pose an actual hazard
to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the environment.

          "Highest Lawful Rate" means the maximum lawful
interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to
any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in
effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

          "Historical Financial Statements" means as of the
Effective Date, (i) the audited consolidated financial statements of the Parent and its Subsidiaries for the Fiscal Year ended
December 31, 2001, consisting of its consolidated balance sheet and the related consolidated statements of income, stockholders'
equity and cash flows for such Fiscal Year, (ii) the unaudited



14



 consolidated financial statements of the Parent and its Subsidiaries
for the three months ended March 31, 2002, consisting of its consolidated balance sheet and the related consolidated statements of
income, stockholders' equity and cash flows for the three-month period ending on such date in each case, certified by the chief
financial officer of the Parent, (a) that they fairly present, in all material respects, the financial condition of the Parent and
its Subsidiaries as at the dates indicated and the consolidated results of its operations and consolidated cash flows for the periods
indicated, in accordance with GAAP, but subject, with respect to the unaudited financial statements, to changes resulting from audit
and normal year-end adjustments and the absence of footnotes.

          "Holding Company" means Gabriel Communications
Properties, Inc., a Delaware corporation and Wholly Owned Subsidiary of the Parent.

          "Increased-Cost Lender" shall have the meaning
ascribed to it in Section 2.21.

          "Indebtedness" as applied to any Person, means,
without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is
properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the
deferred purchase price of property or services (excluding any ordinary course trade payables and accrued expenses), which purchase
price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or
similar written instrument; (v) all indebtedness created or arising under any conditional sale or other title retention agreement
with respect to any property or asset acquired by that Person regardless of whether the indebtedness secured thereby shall have been
assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the
account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect
guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse
or sale with recourse by such Person of the obligation of another; (viii) any obligation of such Person the primary purpose or intent
of which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or any
agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in
respect thereof; (ix) any liability of such Person for the obligation of another through any agreement (contingent or otherwise) (a)
to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to
maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement
described under subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in clause (viii)
above; and (x) obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including,
without limitation, any Interest Rate Agreement.

          "Indemnified Liabilities" means, collectively, any
and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claims



15



(including Environmental Claims), costs (including the reasonable costs of any investigation, study, sampling, testing, abatement,
cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Release of Hazardous
Materials, to the extent required by applicable law), reasonable expenses and disbursements of any kind or nature whatsoever
(including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or
judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a
potential party thereto, and any reasonable fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct,
indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including
securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on
contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or
arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (or the use or
intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or
other realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) the statements contained in the commitment
letter delivered by any Lender to the Borrowers with respect to the transactions contemplated by this Agreement; or (iii) any
Environmental Claim relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or
practice of any Credit Party.

          "Indemnified Proceeding" shall have the meaning
ascribed to it in Section 10.3.

          "Indemnitee" shall have the meaning ascribed to it in
Section 10.3.

          "Indirect Geographic Market" means the Geographic
Markets of: (i) Miami/Fort Lauderdale, Florida; (ii) Jacksonville, Florida; (iii) Cincinnati, Ohio; (iv) Lexington, Kentucky; (v)
Dayton, Ohio; and (vi) Oklahoma City, Oklahoma, in each case as described in the Updated Financial Plan in which the relevant Credit
Party does not utilize direct sales account executives (other than after-market sales account executives) in the ordinary course of
its business.

          "Intellectual Property" shall have the meaning
ascribed to it in the Pledge and Security Agreement.

          "Intellectual Property Collateral" means all of the
Intellectual Property subject to the Lien of the Pledge and Security Agreement.

          "Interconnection Agreement" means any agreement
entered into with an incumbent provider of local exchange telephone service in accordance with Sections 251 and 252 of the
Communications Act as such may be amended, restated, supplemented or otherwise modified from time to time.

          "Interest Payment Date" means, commencing on the
first such date to occur after June 30, 2004 and ending on the Maturity Date, with respect to (i) any Base Rate Loan, each March 31,
June 30, September 30 and December 31 of each year, and (ii) any Eurodollar Rate



16



 Loan commencing after June 30, 2004, the last
day of each Interest Period applicable to such Loan; provided, in the case of Interest Periods of longer than three months,
"Interest Payment Date" shall also include each date that is three months, or an integral multiple thereof, after the
commencement of such Interest Period.

          "Interest Period" means, in connection with a
Eurodollar Rate Loan, an interest period of one, two, three, or six months, as selected by the Borrowers in the applicable
Conversion/Continuation Notice, (i) initially, commencing on the Effective Date or Conversion/Continuation Date thereof, as the case
may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a)
if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the
immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause
(c) of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any portion of the
Loans shall extend beyond the Maturity Date. 

          "Interest Rate Agreement" means any interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar
agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with the operations of
the Parent and its Subsidiaries.

          "Interest Rate Determination Date" means, with
respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

          "Internal Revenue Code" means the Internal Revenue
Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

          "Investment" means (i) any direct or indirect
purchase or other acquisition by any Credit Party of, or of a beneficial interest in, any of the Securities of any other Person; (ii)
any direct or indirect redemption, retirement, purchase or other acquisition for value, by any Credit Party from any Person (other
than any other Credit Party), of any Capital Stock of such Person; and (iii) any direct or indirect loan, advance (other than
advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course
of business) or capital contribution by any Credit Party to any other Person (other than any other Credit Party), including all
indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other
Person in the ordinary course of business.  The amount of any Investment shall be the original cost of such Investment plus the cost
of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment (including increases or decreases as a result of equity accounting adjustments).

          "Investment Related Property" shall have the meaning
ascribed to it in the Pledge and Security Agreement.



17




          "Joint Venture" means a joint venture, partnership or
other similar arrangement, whether in corporate, partnership, limited liability company, or other legal form; provided, in no
event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

          "Landlord Consent and Estoppel" means, with respect
to any Leasehold Property, a letter, certificate or other instrument in writing from the lessor under the related lease, pursuant to
which, among other things, the landlord consents to the granting of a Mortgage on such Leasehold Property by the Credit Party tenant,
such Landlord Consent and Estoppel to be in form and substance acceptable to the Administrative Agent in its reasonable discretion,
but in any event sufficient for the Administrative Agent to obtain a Title Policy with respect to such Mortgage.

          "Landlord Personal Property Collateral Access
Agreement" means a Landlord Collateral Access Agreement substantially in the form of Exhibit G with such amendments
or modifications as may be approved by the Administrative Agent.

          "Leasehold Property" means at any time, any leasehold
interest owned by any Credit Party as lessee under any lease of real property, other than any such leasehold interest designated from
time to time by the Administrative Agent in its sole discretion as not being required to be included in the Collateral.

          "Lender" means each financial institution or other
Person that becomes a Lender under this Agreement as of the Effective Date or thereafter, together with each such institution's
successors and permitted assigns.

          "Lien" means (i) any lien, claim, mortgage, pledge,
assignment, hypothecation, security interest, charge or encumbrance of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement and any lease in the nature thereof) and any option, trust or
other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities, any purchase
option, call or similar right of a third party with respect to such Securities.

          "Loan" or "Loans" means,
individually or collectively as the context requires, any Loan made by a Lender to the Borrowers pursuant to Section 2.1 of this
Agreement.

          "Loan Installment" shall have the meaning ascribed to
it in Section 2.10.

          "Management Services Agreement" means, collectively,
(i) that certain Management Services Agreement dated as of June 1, 2001 between Gabriel Communications Investments, Inc. and the
Holding Company, (ii) that certain Management Services Agreement dated as of June 1, 2001, among Gabriel Communications
Transportation Company, Inc., GCI Transportation Company, LLC and the Holding Company, as such agreements may be amended, restated,
supplemented, or otherwise modified from time to time in accordance with Section 6.14.




18



          "Margin Stock" shall have the meaning ascribed to it
in Regulation T, U or X of the Board of Governors of the Federal Reserve System as in effect from time to time.

          "Market" means any MSA and its environs located in
the United States of America.

          "Material Adverse Effect" means a material adverse
effect on (i) the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Credit Parties
taken as a whole; (ii) the ability of any Credit Party to fully and timely perform the Obligations; (iii) the legality, validity,
binding effect or enforceability against a Credit Party of a Credit Document to which it is a party; (iv) the material rights,
remedies and benefits available to, or conferred upon, any the Administrative Agent and any Lender under any Credit Document; or (v)
the Administrative Agent's Liens, on behalf of Secured Parties, on the Collateral or the priority of such Liens.

          "Material Contract" means any contract or other
arrangement to which the Borrowers and any of their respective Subsidiaries (other than the Unrestricted Subsidiaries) is, at any
time, a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew would reasonably
be expected to have a Material Adverse Effect, including without limitation (other than in the case of Section 4.16 itself) the
contracts listed on Schedule 4.16(a).

          "Material Real Estate Asset'' means (i) (a) any fee-owned
Real Estate Asset acquired by any Credit Party having a fair market value in excess of $1,000,000 as of the date of the acquisition
thereof and (b) any Leasehold Property other than the Corporate Headquarters, the aggregate payments under then current term of which
exceed $500,000 per annum or (ii) any other Real Estate Asset that the loss of use thereof would reasonably be expected to have a
Material Adverse Effect.

          "Maturity Date" means the earliest to occur of (a)
September 30, 2006, or (b) the date on which all Loans and other Obligations are declared immediately due and payable in accordance
with Section 8 hereof.

          "Merger Partner" shall have the meaning ascribed to
it in Section 6.7(h).

          "Moody's" means Moody's Investor Services, Inc.

          "Mortgage" means a mortgage, deed of trust or similar
instrument, in form satisfactory to the Administrative Agent, as it may be amended, restated, supplemented or otherwise modified from
time to time.

          "Mortgaged Property" shall have the meaning ascribed
to it in Section 5.10.

          "MSA" means a Metropolitan Statistical Area as such
term is defined and modified by the U.S. Census Bureau.

          "Multiemployer Plan" means any Employee Benefit Plan
which is a "multiemployer plan" as defined in Section 3(37) of ERISA.




19



          "NAIC" means The National Association of Insurance
Commissioners, and any successor thereto.

          "Narrative Report" means, with respect to the
financial statements for which such narrative report is required, either (i) a narrative report describing the operations of the
Parent and its Subsidiaries in the form prepared for presentation to senior management thereof for the applicable month, Fiscal
Quarter or Fiscal Year and for the period from the beginning of then current Fiscal Year to the end of such period to which such
financial statements relate, or (ii) the Form 10K or Form 10Q, if any, filed in connection with such financial statements.

          "Net Asset Sale Proceeds" means, with respect to any
Asset Sale of any Credit Party or any network swap effected in accordance with Section 6.8, an amount equal to: (i) Cash
payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or as a result
of the release of any amounts subject to any reserve described in clause (c) below or otherwise, but only as and when so received)
received by such Credit Party from such Asset Sale or network swap, as the case may be, minus (ii) any bona fide direct costs
incurred in connection with such Asset Sale or network swap, as the case may be, including (a) income or gains taxes payable by the
seller as a result of any gain recognized in connection with such Asset Sale or network swap, (b) payment of the outstanding
principal amount of, premium or penalty, if any, and interest on any Indebtedness (other than the Loans) that is secured by a Lien on
the stock or assets in question and that is required to be repaid under the terms thereof as a result of any such Asset Sale or
network swap, (c) a reasonable reserve for post-closing adjustments or any indemnification payments (fixed or contingent)
attributable to seller's indemnities and representations and warranties to purchaser in respect of such Asset Sale or network swap
undertaken by any Credit Party, in connection with such Asset Sale or network swap, and (d) reasonable attorneys fees, investment
banking fees, accountants fees, commissions and other reasonable and customary fees and expenses actually incurred in connection
therewith.

          "Net Insurance/Condemnation Proceeds" means an amount
equal to:  (i) any Cash payments or proceeds received by any Credit Party, (a) under any casualty insurance policy in respect of a
covered loss thereunder or (b) as a result of the taking of any assets of any Credit Party by any Person pursuant to the power of
eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of
such a taking, minus (ii) (a) any actual and reasonable costs incurred by any Credit Party, in connection with the adjustment
or settlement of any claims of such Credit Party, in respect thereof, and (b) any bona fide direct costs incurred in connection with
any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes payable as a result of any gain
recognized in connection therewith and reasonable attorneys fees, investment banking fees, accountants fees, commissions and other
reasonable and customary fees and expenses actually incurred in connection therewith.

          "Network Critical Equipment" means all switches and
switch components and software in the Credit Parties' telecommunications networks, and all equipment required for the continued
operation of the Credit Parties' network operating center.

          "New Borrower Market" means an Other Market which is
designated to constitute a Geographic Market by the Parent with the approval of Requisite Lenders  following a




20



 written request by the
Parent in respect of such Other Market in which the Parent wishes to establish a Subsidiary to engage in Telecommunications Business
and in respect of which the Parent has provided the Administrative Agent with a revised Financial Plan, which revised Financial Plan
demonstrates that Borrowers' business (including the business of the proposed Subsidiary) in all proposed and existing Geographic
Markets, as described in such revised Financial Plan, is fully financed and is approved in writing by the Requisite Lenders, such
approval not to be unreasonably withheld.

          "New Customer" means each new billing name activated
for customer billing purposes.

          "Non-US Lender" shall have the meaning ascribed to it
in Section 2.19(c).

          "Note" or "Notes" means, either
individually or collectively as the context requires, the Tranche A Term Loan Note and/or the Tranche B Term Loan Note, in each case,
as amended, restated, supplemented or otherwise modified from time to time, including, without limitation, replacement notes
delivered to the Lenders representing PIK Interest pursuant to Section 2.6(b).

          "Notice" means a Conversion/Continuation Notice.

          "Obligations" means all obligations of every nature
of each Credit Party from time to time owed to the Administrative Agent, the Lenders or any of them or their respective Affiliates
under any Credit Document, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy
with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party
for such interest in the related bankruptcy proceeding), payments for fees, expenses, indemnification or otherwise.

          "Obligee Guarantor" shall have the meaning ascribed
to it in Section 7.7.

          "Organizational Documents" means (i) with respect to
any corporation, its certificate or articles of incorporation, as amended, and its by-laws, as amended, (ii) with respect to any
limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with
respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company,
its certificate of formation or articles of organization, as amended, and its operating agreement, as amended.  In the event any term
or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of
state or similar governmental official, the reference to any such "Organizational Document" shall only be to a document of
a type customarily certified by such governmental official.

          "Other Markets" means any Market other than the
Initial Borrower Markets and the Pre-approved Borrower Markets.




21



          "PBGC" means the Pension Benefit Guaranty Corporation
or any successor thereto.

          "Pension Plan" means any Employee Benefit Plan, other
than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

          "Permitted Acquisition" shall have the meaning
ascribed to such term in Section 6.5(l).

          "Permitted Liens" means each of the Liens permitted
pursuant to Section 6.2.

          "Person" means and includes natural persons,
corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock
companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and Governmental Authorities.

          "PIK Interest" shall have the meaning ascribed to it
in Section 2.6(b).

          "Pledge and Security Agreement" means the Amended and
Restated Pledge and Security Agreement substantially in the form of Exhibit H, as it may be amended, restated, supplemented or
otherwise modified from time to time, to be executed by each of the Credit Parties.

          "Pre-approved Borrower Markets" means those
geographic Markets specified in Schedule 1.1.

          "Preferred Note" means the unsecured junior discount
preferred note of the Parent due September 30, 2008 in favor of CIT in the form attached hereto as Exhibit I, dated the
Effective Date and with a principal amount at maturity of $21,724,453.

          "Previous Agent" shall have the meaning ascribed to
it in the recitals hereto.

          "Previous Lenders" means the Exiting Lenders and the
Continuing Lenders.

          "Principal Office" means, for each of the
Administrative Agent and the Lenders, such Person's "Principal Office" as set forth on Appendix B, or such other
office as such Person may from time to time designate in writing as its "Principal Office" to the Borrowers, the
Administrative Agent and each Lender.

          "Pro Rata Share" means, with respect to all payments,
computations and other matters relating to (i) the Tranche A Term Loan of any Lender, the percentage obtained by dividing (x) the
Tranche A Term Loan Exposure of that Lender by (y) the aggregate Tranche A Term Loan Exposure of all Lenders; (ii) the Tranche B Loan
of any Lender, the percentage obtained by dividing (x) the Tranche B Term Loan Exposure of that Lender by (y) the aggregate Tranche B
Term Loan Exposure of all Lenders; and (iii) for all other purposes with respect to each Lender, the percentage obtained by dividing
(x) the sum of the Tranche A Term Loan




22



Exposure of that Lender plus the Tranche B Term Loan Exposure of that Lender by (y) the sum of
the aggregate Tranche A Term Loan Exposure of all Lenders plus the Tranche B Term Loan Exposure of all Lenders; in any such case, as
the applicable percentage may be adjusted by assignments permitted pursuant to Section 10.6.

          "PUC" means, with respect the any state, the public
utilities commission, public service commission or other state Governmental Authority with responsibility for telecommunications
regulation in such state having telecommunications regulatory jurisdiction over any Credit Party or any of such Credit Party's
business, operations or assets.

          "Real Estate Asset" means, at any time of
determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

          "Record Document" means, with respect to any
Leasehold Property, (i) the lease evidencing such Leasehold Property or a memorandum thereof, executed and acknowledged by the owner
of the affected real property, as lessor, or (ii) if such Leasehold Property was acquired or subleased from the holder of a Recorded
Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form
sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to the Administrative
Agent.

          "Recorded Leasehold Interest" means a Leasehold
Property with respect to which a Record Document has been recorded in all places necessary or desirable, in the Administrative
Agent's reasonable judgment, to give constructive notice under applicable state law of such Leasehold Property to third-party
purchasers and encumbrancers of the affected real property.

          "Register" shall have the meaning ascribed to it in
Section 2.5(b).

          "Regulation D" means Regulation D of the Board of
Governors of the Federal Reserve System, as in effect from time to time.

          "Regulatory Authorizations" shall have the meaning
ascribed to it in Section 8.1(m).

          "Related Agreements" means, collectively, the Tax
Sharing Agreement and the Management Services Agreement.

          "Related Fund" means, with respect to any Lender that
is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.

          "Release" means any release, spill, emission,
leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any
Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other
closed receptacles containing any Hazardous Material).




23



          "Replacement Lender" shall have the meaning ascribed
to it in Section 2.21.

          "Required Contribution" shall mean cumulative Cash
equity contributions in an aggregate amount of not less than $55,000,000 made to the Parent pursuant to the Series A Preferred Stock
Agreement from and including July 9, 2002 up to and including the Effective Date.

          "Requisite Lenders" means one or more Lenders having
or holding Tranche A Term Loan Exposure or Tranche B Term Loan Exposure representing more than 66-2/3% of the sum of (i) the
aggregate Tranche A Term Loan Exposure of all Lenders, and (ii) the aggregate Tranche B Term Loan Exposure of all Lenders;
provided, however, that at any time that any single Lender and its Affiliates hold more than 66-2/3% of such sum, the
foregoing percentage shall be increased to 90% without any further action of the parties.

          "Restricted Payment" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Parent now or hereafter outstanding,
except a dividend payable solely in shares of that class of Capital Stock to the holders of that class; (ii) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, to the extent made in Cash,
of any shares of any class of Capital Stock of the Parent now or hereafter outstanding, other than any redemption of shares of any
class of Capital Stock of the Parent in Cash in an amount not to exceed $100,000 in the aggregate during the term of the Loans; (iii)
any Cash payment on account of subordinated debt to any Person other than a Credit Party; and (iv) any Cash payment in excess of
$100,000 in the aggregate during the term of the Loans made to retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire shares of any class of stock of the Parent now or hereafter outstanding.

          "Revenues" means, for any Fiscal Quarter, the gross
revenues of the Parent and its Subsidiaries (other than the Unrestricted Subsidiaries) on a consolidated basis for such period taken
as a single accounting period determined in conformity with GAAP.

          "RS Conversion" shall have the meaning ascribed to it
in Section 6.17(b).

          "S&P" means Standard & Poor's Ratings Group, a
division of The McGraw Hill Companies, Inc.

          "Secured Parties" shall have the meaning ascribed to
it in the Pledge and Security Agreement.

          "Securities" means any Capital Stock, voting trust
certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, bonds, debentures, notes, or
other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly
known as "securities" or any certificates of interest, shares or participations in temporary or interim certificates for
the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.



24



          "Securities Act" means the Securities Act of 1933, as
amended from time to time, and any successor statute.

          "Series A Preferred Stock" means shares of the
Parent's $0.01 par value Series A Convertible Preferred Stock.

          "Series A Preferred Stock Agreement" means that
certain Securities Purchase Agreement dated July 9, 2002, among the Parent and the Purchasers named therein.

          "Settlement Agreement" means that certain settlement
agreement as in effect on the Effective Date immediately prior to the effectiveness of this Agreement, by and among the Credit
Parties, the Exiting Lenders and the Continuing Lenders.

          "Standby Letters of Credit" shall mean standby
letters of credit issued for the account of any Credit Party in the ordinary course of business and limited in amount to the sum of
(i) $3,800,000, plus, (ii) 50% of the amount of Cash equity contributions in excess of $55,000,000 received after the date hereof by
Parent (x) from the sale of Series A Preferred Stock on or prior to the date hereof, and (y) from the sale of Series A Preferred
Stock or otherwise after the date hereof.

          "Subsidiary" means, with respect to any Person, any
corporation, partnership, limited liability company, association, joint venture or other business entity of which 50% or more of the
total voting power of shares of stock or other ownership interests entitled (other than stock or other ownership interests having
such power only by reason of the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors,
managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management
and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof; provided, (i) in determining the percentage of ownership interests of
any Person controlled by another Person, no ownership interest in the nature of a "qualifying share" of the controlled
Person shall be deemed to be outstanding and (ii) unless otherwise qualified, for the purposes of the Credit Documents, all
references to "Subsidiaries" shall refer to Subsidiaries of the Parent.

          "Tax" means any present or future tax, levy, impost,
duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever
imposed, levied, collected, withheld or assessed; provided, "Tax on the overall net income" of a Person shall be
construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person's applicable
principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a
Lender, its lending office) is deemed to be doing business on all or part of the net income, profits or gains (whether worldwide, or
only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or otherwise) of
that Person (and/or, in the case of a Lender, its applicable lending office).




25



          "Tax Sharing Agreement" means the Tax Sharing
Agreement substantially in the form of Exhibit J, as it may be amended, restated, supplemented or otherwise modified from time
to time.

          "Telecommunications Approvals" shall have the meaning
ascribed to it in Section 4.25.

          "Telecommunications Assets" means all assets, rights
(contractual or otherwise) and properties, real or personal, whether tangible or intangible, used or intended for use in connection
with a Telecommunications Business.

          "Telecommunications Business" means the business of
(i) transmitting, or providing services relating to the transmission of, voice, fax, video or data through owned or leased wireline
or wireless transmission equipment, facilities and services, (ii) creating, developing, providing, constructing, installing,
repairing, maintaining or marketing communications-related systems, network equipment and facilities, software and other products and
services including, without limitation, Internet access, Internet portal, web hosting and design, e-commerce solutions, application
hosting, peering, communication equipment collocation and content products and services or (iii) evaluating, owning, operating,
participating in or pursuing any other business (including, without limitation, the publication and distribution of "yellow
pages" directories) that is primarily related to those identified in the foregoing clauses (i) or (ii) above (in the case of
this clause (iii), however, in a manner consistent with the manner of business of the Credit Parties on the Effective Date), and
shall, in any event, for all purposes include all businesses in which the Parent and its Subsidiaries (other than Unrestricted
Subsidiaries) are engaged on the Effective Date; provided that the determination of what constitutes a Telecommunications
Business shall be made in good faith by the board of directors of the Parent.

          "Total Acquisition Cost Per New Customer" means for
any Fiscal Quarter the ratio of (i) Total Acquisition Costs for such Fiscal Quarter divided by (ii) the number of New
Customers added in such Fiscal Quarter.

          "Total Acquisition Costs" means for any Fiscal
Quarter all sales and marketing expenses for such Fiscal Quarter plus the actual cost of Customer Premise Equipment installed for New
Customers in such Fiscal Quarter.

          "Total Debt" shall have the meaning ascribed to such
term in Section 6.7(h).

          "Total Leverage Ratio" means the ratio, as at any
date of determination, of (a) the aggregate stated balance sheet amount of all Indebtedness of any Person to (b) the EBITDA of such
Person for the most recently ended Fiscal Quarter multiplied by 4, in each case determined on a consolidated basis.

          "Tranche A Term Loan" means a Tranche A Term Loan
made by a Lender to the Borrowers pursuant to Section 2.1(a) of this Agreement.




26



          "Tranche A Term Loan Commitment" means the commitment
of a Lender to make or otherwise fund a Tranche A Term Loan to the Borrowers on the Effective Date, and "Tranche A Term Loan
Commitments" means such commitments of all Lenders in the aggregate.  The amount of each Lender's Tranche A Term Loan
Commitment, if any, is set forth on Appendix A-1 or in the applicable Assignment Agreement, subject to any adjustment or
reduction pursuant to the terms and conditions hereof.  The aggregate amount of the Tranche A Term Loan Commitments as of the
Effective Date is $12,500,000.

          "Tranche A Term Loan Exposure" means, with respect to
any Lender, as of any date of determination, the outstanding principal amount of the Tranche A Term Loans of such Lender,
provided, however, that at any time prior to the making of the Loans, the Tranche A Term Loan Exposure of any Lender
shall be equal to such Lender's Tranche A Term Loan Commitment.



          "Tranche A Term Loan Note" means a promissory note in
the form of Exhibit K, as it may be amended, restated, supplemented or otherwise modified from time to time.

          "Tranche B Term Loan" means a Tranche B Term Loan
made by a Lender to the Borrowers pursuant to Section 2.1(b) of this Agreement.

          "Tranche B Term Loan Commitment" means, as of the
Effective Date, the agreement of the Continuing Lenders to restructure $13,750,000 of Existing Indebtedness for an equal principal
amount of the Tranche B Term Loans.

          "Tranche B Term Loan Exposure" means, with respect to
any Lender, as of any date of determination, the outstanding principal amount of the Tranche B Term Loans of such Lender, provided,
however, that at any time prior to the making of the Loans, the Tranche B Term Loan Exposure of any Lender shall be equal to such
Lender's Tranche B Term Loan Commitment.

          "Tranche B Term Loan Note" means a promissory note in
the form of Exhibit L, as it may be amended, restated, supplemented or otherwise modified from time to time.

          "Transaction Costs" means the fees, costs and
expenses payable pursuant to Section 10.2 hereof by the Borrowers on or before the Effective Date in connection with the transactions
contemplated by the Credit Documents.

          "Type of Loan" means either a Base Rate Loan or a
Eurodollar Rate Loan.

          "UCC" means the Uniform Commercial Code (or any
similar or equivalent legislation) as in effect in any applicable jurisdiction.

          "UNE-P" means unbundled network element platform.



27



          "Unrestricted Subsidiary" means a direct or indirect
Subsidiary of the Parent specified on Schedule 6.17.

          "Updated Financial Plan" means the Financial Plan of
the Credit Parties dated July 25, 2002 attached hereto as Exhibit Q. 

          "Wachovia" shall have the meaning ascribed to it in
the recitals hereto.

          "Wholly Owned Subsidiary" means, as to any Person,
any other Person all of the Capital Stock of which (other than directors' qualifying shares required by law) is owned by such Person
directly and/or through other Wholly Owned Subsidiaries.

          1.2     Accounting Terms.  Except as
otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in
conformity with GAAP.  Financial statements and other information required to be delivered by the Borrowers to the Lenders pursuant
to Section 5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and
delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable), except, in the case of
unaudited quarterly and monthly statements, for accompanying notes thereto.  Subject to the foregoing, calculations in connection
with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those
used to prepare the Historical Financial Statements.

          1.3     Interpretation, etc.    Any of
the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the
reference.  References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an
Appendix , a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided.  The use
herein of the word "include" or "including", when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to
similar items or matters, whether or not nonlimiting language (such as "without limitation" or "but not limited
to" or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or
matters that fall within the broadest possible scope of such general statement, term or matter.

     SECTION 2.     LOANS

          2.1     Loans.

          (a)     Tranche A Term Loans.
Subject to the terms and conditions hereof, each Lender having a Tranche A Term Loan Commitment severally agrees to make a Tranche A
Term Loan to the Borrowers on the Effective Date in an amount equal to such Lender's Tranche A Term Loan Commitment.  The Borrowers
may make only one borrowing under the Tranche A Term Loan Commitment, which shall be on the Effective Date.  Any amount borrowed
under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed.  Subject to Sections 2.10, 2.11(a) and 2.12,
all amounts owed hereunder with respect



28



 to the Tranche A Term Loans shall be paid in full no later than the Maturity Date.  Each
Lender's Tranche A Term Loan Commitment shall terminate immediately and without further action on the Effective Date after giving
effect to the funding of such Lender's Tranche A Term Loan Commitment.  The Tranche A Term Loans shall be evidenced by a Tranche
A Term Loan Note for the benefit of each Lender having a Tranche A Term Loan Commitment in the amount equal to such Lender's
Pro Rata Share of the Tranche A Term Loan Commitment and on the Effective Date, the Borrowers shall execute and deliver such
Tranche A Term Loan Notes to the Administrative Agent for the benefit of each of the Lenders with a Tranche A Term Loan Commitment.
The Tranche A Term Loan Note shall represent the obligation of the Borrowers to pay to the Lenders the amount of their respective
Tranche A Term Loans, together with interest thereon as provided in Section 2.6.

          (b)     Tranche B Term Loans.  On the
Effective Date, $13,750,000 of the Existing Indebtedness owed to the Continuing Lenders shall be restructured as an equal principal
amount of the Tranche B Term Loans hereunder and shall be subject to the terms of this Agreement.  For the avoidance of doubt, each
of the Credit Parties, the Lenders and the Administrative Agent acknowledge and agree that (i) the Lenders shall have no obligation
or commitment to advance additional funds to the Borrowers hereunder on account of the Tranche B Term Loan Commitment, (ii) after the
Effective Date, the Credit Parties shall have no obligation to pay any other accrued and unpaid principal, interest or fees with
respect to any Existing Indebtedness owed to the Previous Lenders except as set forth herein with respect to the Continuing Lenders,
and (iii) each Lender's Tranche B Term Loan Commitment shall terminate immediately and without further action on the Effective Date.
Subject to Sections 2.10, 2.11(a) and 2.12, all amounts owed hereunder with respect to the Tranche B Term Loans shall be paid in full
no later than the Maturity Date.  The Tranche B Term Loans shall be evidenced by a Tranche B Term Loan Note for the benefit of each
Lender having a Tranche B Term Loan Commitment in the amount equal to such Lender's Pro Rata Share of the Tranche B Term Loan
Commitment and on the Effective Date, the Borrowers shall execute and deliver such Tranche B Term Loan Notes to the Administrative
Agent for the benefit of the Lenders with a Tranche B Term Loan Commitment.  The Tranche B Term Loan Notes shall represent the
obligation of the Borrowers to pay to the Lenders the amount of their respective Tranche B Term Loans, together with interest thereon
as provided in Section 2.6.

          (c)     Joint and Several Obligations.  The
obligation to repay in full the principal amount of, and interest on, the Tranche A Term Loans, the Tranche B Term Loans, and all
other Obligations hereunder, shall be joint and several obligations of the Borrowers.

          2.2     Intentionally Omitted.

          2.3     Pro Rata Shares.  All
Loans shall be made, and all participations purchased, by the Lenders proportionately to their respective Commitments and otherwise
in accordance with subsection 2.1, it being understood that no Lender shall be responsible for any default by any other Lender in
such other Lender's obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any
Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender's obligation to
make a Loan requested hereunder or purchase a participation required hereby.




29



          2.4     Use of Proceeds.  The proceeds
of the Tranche A Term Loans shall be fully drawn on the Effective Date and shall be used (i) to pay a portion of the Existing
Indebtedness, (ii) to pay Transaction Costs, (iii) for general corporate purposes, and (iv) as otherwise permitted hereunder.  The
Tranche B Term Loan represents a restructuring of certain Existing Indebtedness as set forth in Section 2.1(b) and
accordingly, no funds will be advanced on the Effective Date in connection therewith.  

          2.5     Evidence of Debt; Register;
Lenders' Books and Records; Notes.

               (a)     Lenders'
Evidence of Debt.  Each Lender shall maintain on its internal records an account or accounts evidencing the Indebtedness of the
Borrowers to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof.  Any
such recordation shall be conclusive and binding on the Borrowers, absent manifest error; provided, failure to make any such
recordation, or any error in such recordation, shall not affect the Borrowers' Obligations in respect of any applicable Loans; and
provided further, in the event of any inconsistency between the Register and any Lender's records, the recordations in the Register
shall govern, absent manifest error.

               (b)     Register.
The Administrative Agent shall maintain at its Principal Office a register for the recordation of the names and addresses of the
Lenders and the Loans of each Lender from time to time (the "Register").  The Register shall be available for
inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.  The
Administrative Agent shall record in the Register the Loans, and each repayment or prepayment in respect of the principal amount of
the Loans, and any such recordation shall be conclusive and binding on the Borrowers and each Lender, absent manifest error (it being
acknowledged that any Lender may request any supporting documentation and the Administrative Agent shall promptly provide the same);
provided, failure to make any such recordation, or any error in such recordation, shall not affect the Borrowers' Obligations in
respect of any Loan.  

          2.6     Interest on Loans

               (a)     Except
as otherwise set forth in clause (b) below, each Loan shall bear interest on the unpaid principal amount thereof from the Effective
Date until the date such Loan is paid in full in cash as follows:

                    (i)     if
a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

                    (ii)     if
a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin.

               (b)     During
the period from the Effective Date until June 30, 2004, interest on the Tranche A Term Loans and the Tranche B Term Loans shall be
pay-in-kind interest ("PIK Interest") and shall accrue daily on the principal balance thereof at the applicable rate
as set forth in Section 2.6(a) above.  For a Eurodollar Rate Loan, PIK Interest accrued during



30



 an Interest Period shall be added to
the principal balance in arrears on the last day of an Interest Period.  For a Base Rate Loan, accrued PIK Interest shall be added to
the principal balance in arrears on the last Business Day of a calendar quarter.  Replacement Notes evidencing the outstanding
principal of such Loan plus accrued PIK Interest shall be issued by the Borrowers in favor of the Lenders on the first anniversary of
the Effective Date and on June 30, 2004.  For the avoidance of doubt, all PIK Interest accrued pursuant to this Section 2.6(b) shall
constitute Obligations hereunder.

               (c)     The
basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any Eurodollar Rate
Loan, shall be selected by the Borrowers and notified to the Administrative Agent and the Lenders pursuant to the
Conversion/Continuation Notice.  If on any day a Loan is outstanding with respect to which a Conversion/Continuation Notice has not
been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the
rate of interest, then for that day such Loan shall be a Base Rate Loan.

               (d)     In
connection with Eurodollar Rate Loans there shall be no more than five (5) Interest Periods outstanding at any time.  In the
event the Borrowers fail to specify between a Base Rate Loan or a Eurodollar Rate Loan in the Conversion/Continuation Notice, such
Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of then-current
Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a
Base Rate Loan).  In the event the Borrowers fail to specify an Interest Period for any Eurodollar Rate Loan in the applicable
Conversion/Continuation Notice, the Borrowers shall be deemed to have selected an Interest Period of one month.  As soon as
practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine
(which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall
apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall
promptly give notice thereof and of the applicable Interest Period (in writing or by telephone confirmed in writing) to the Borrowers
and each Lender.

               (e)     Interest
payable pursuant to Section 2.6(a) and (b) shall be computed in the case of Base Rate Loans on the basis of a 365-day or 366-day
year, as the case may be, and in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case, for the actual
number of days elapsed in the period during which interest accrues.  In computing interest on any Loan, the date of the making of
such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a
Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be
included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect
to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate
Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day's interest
shall be paid on that Loan.




31



               (f)     Except
as otherwise set forth in this section, interest on each Loan shall be payable in arrears (i) on each Interest Payment Date
applicable to that Loan; (ii) in the case of any prepayment of that Loan, whether voluntary or mandatory, on the date of prepayment
(to the extent accrued on the amount being prepaid); and (iii) at maturity, including final maturity; provided, however, with respect
to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment
Date.

          2.7     Conversion/Continuation.

               (a)     Subject
to Section 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, the Borrowers shall have
the option:

                    (i)     to
convert at any time all or any part of any Loan equal to $1,000,000 and integral multiples of $500,000 in excess of that amount (plus
the amount representing PIK Interest added to the principal amount of the Loans pursuant to Section 2.6(b)) from one Type of Loan to
another Type of Loan; provided, a Eurodollar Rate Loan may only be converted into a Base Rate Loan on the expiration of the Interest
Period applicable to such Eurodollar Rate Loan unless the Borrowers shall pay all amounts due under Section 2.17 in connection with
any such conversion; or

                    (ii)     upon
the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to
$1,000,000 and integral multiples of $500,000 in excess of that amount as a Eurodollar Rate Loan.

               (b)     The
Borrowers shall deliver to the Administrative Agent telephonic notice no later than 12:00 noon (New York City time), followed by a
Conversion/Continuation Notice, at least one Business Day in advance of the proposed conversion date (in the case of a conversion to
a Base Rate Loan) and at least two Business Days in advance of the proposed conversion/continuation date (in the case of a conversion
to, or a continuation of, a Eurodollar Rate Loan).  Except as otherwise provided herein, any such telephonic notice and/or a
Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu
thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrowers shall be bound to effect a
conversion or continuation in accordance therewith.  Notice of receipt of each Conversion/Continuation Notice in respect of Loans,
the amount of each Lender's Pro Rata Share thereof, if any, together with the applicable interest rate and Interest Period, shall be
provided by the Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but not later than 2:00
PM (New York City time) on the same day as the Administrative Agent's receipt of such Conversion/Continuation Notice from the
Borrowers.

          2.8     Default Interest.  Upon the
occurrence and during the continuance of an Event of Default described in Section 8.1(a), the principal amount of all Loans and, to
the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder or under any
of the other Credit Documents not paid when due, in each case whether at stated maturity, by notice of prepayment, by acceleration or
otherwise, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code



32



 or other
applicable bankruptcy laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable
hereunder with respect to the applicable Loans (or, in the case of any such fees, over-due interest (to the extent permitted by
applicable law) and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for
Base Rate Loans); provided, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time
any such increase in interest rate is effective, such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall
thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable
hereunder for Base Rate Loans.  Payment or acceptance of the increased rates of interest provided for in this Section 2.8 is not a
permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any
rights or remedies of the Administrative Agent or any Lender.

          2.9     Fees.  On the Effective Date
and on each anniversary of the Effective Date through the Maturity Date, Borrowers shall pay to the Administrative Agent a loan
administration fee of $15,000 per annum, which fee shall be fully earned on the date each such payment is due.

          2.10     Scheduled Payments.  The
principal amount of the Loans shall be repaid in the percentage set forth below, measured based on the principal balance of the Loans
as of June 30, 2004, in consecutive quarterly installments (each, a "Loan Installment") on the dates set forth below:


	
Date
	
Percentage

	
June 30, 2004
	
2.50%

	
September 30, 2004
	
2.50%

	
December 31, 2004
	
2.50%

	
March 31, 2005
	
2.50%

	
June 30, 2005
	
3.75%

	
September 30, 2005
	
3.75%

	
December 31, 2005
	
3.75%

	
March 31, 2006
	
3.75%

	
June 30, 2006
	
5.00%

	
September 30, 2006
	
70.0%





          Notwithstanding the foregoing, (a) the amount of such Loan
Installments shall be reduced in connection with any voluntary or mandatory reduction or prepayments of the Loans in accordance with
Sections 2.11, 2.12 or 2.13 and (b) the Loans, together with all other amounts owed hereunder with respect thereto, shall be repaid
in full no later than the Maturity Date.

          2.11     Voluntary Prepayments.

               (a)     Any
time and from time to time:


33



                    (i)     with
respect to Base Rate Loans, the Borrowers may prepay, without premium or penalty, any such Loans on any Business Day in whole or in
part, in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount (or a lesser amount if
such lesser amount constitutes the entire outstanding principal amount of such Loan); and

                    (ii)     with
respect to Eurodollar Rate Loans, the Borrowers may prepay, without premium or penalty (but subject to Section 2.17), any such Loans
on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of
that amount (or a lesser amount if such lesser amount constitutes the entire outstanding principal amount of such Loan).

               (b)     All
such prepayments shall be made:

                    (i)     upon
not less than one Business Day's prior written or telephonic notice in the case of Base Rate Loans; and

                    (ii)     upon
not less than three Business Day's prior written or telephonic notice in the case or Eurodollar Rate Loans;

in each case, given to the Administrative Agent, as the case may be, by 12:00 p.m. (New York City time) on the date required and,
if given by telephone, promptly confirmed in writing to the Administrative Agent (and the Administrative Agent will promptly transmit
such telephonic or original notice by telefacsimile or telephonic notice confirmed in writing to each Lender, but in no event later
than 3:00 p.m. (New York City time) on the date such notice is received by the Administrative Agent).  Upon the giving of any such
notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified
therein, and any amounts prepaid may not be-reborrowed

          2.12     Mandatory Prepayments.

               (a)     Asset
Sales.  If, within the period of 270 days after receipt by any Credit Party of Net Asset Sale Proceeds, such Credit Party has not
reinvested or caused to be invested such Net Asset Sale Proceeds in Telecommunications Assets which are replacement assets of similar
kind and quality to those which generated such Net Asset Sale Proceeds, as certified to the Administrative Agent by the Parent, then,
to the extent the Borrowers have not previously done so, the Borrowers shall prepay the Loans as set forth in Section 2.13, in an
aggregate amount equal to the excess of such Net Asset Sale Proceeds over amounts so invested.  To the extent such Net Asset Sale
Proceeds are reinvested as provided above, replacement Liens shall be granted to the Administrative Agent pursuant to the Pledge and
Security Agreement.

               (b)     Insurance/Condemnation
Proceeds.  If, within the period of 270 days after receipt by any Credit Party of Net Insurance/Condemnation Proceeds, such
Credit Party has not invested or caused to be invested such Net Insurance/Condemnation Proceeds in Telecommunications Assets which
are replacement assets of similar kind and quality to those which generated the Net Insurance/Condemnation Proceeds, as certified to
the Administrative



34



 Agent by the Parent, then, to the extent the Borrowers have not previously done so, the Borrowers shall prepay the
Loans as set forth in Section 2.13, in an aggregate amount equal to the excess of such Net Insurance/Condemnation Proceeds over
amounts so invested.

               (c)     Treatment
of Proceeds.  In the event the Borrowers receive any Net Asset Sale Proceeds or any Net Insurance/Condemnation Proceeds which are
not immediately used to prepay the Loans, any such amounts shall be invested in Cash Equivalents pending reinvestment in
Telecommunications Assets or application to the prepayment of the Loans, in a securities or deposit account which is subject to a
deposit account control agreement or a securities account control agreement in the form required by the Pledge and Security
Agreement.

               (d)     Event
of Default.  In the event that, during any period of 270 days described in Section 2.12(a) or Section 2.12(b), (i) prior to such
time as Parent has achieved positive Free Cash Flow from Operations, there occurs an Event of Default, or (ii) on and after such time
as Parent has achieved positive Free Cash Flow from Operations, there occurs an Event of Default specified in Section 8.1(a), the
right of the Borrowers to reinvest such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds shall be suspended until such
Event of Default is cured or waived.

               (e)     Prepayment
Certificate.  Concurrently with any prepayment of the Loans pursuant to Sections 2.12(a) or 2.12(b), the Borrowers shall deliver
to the Administrative Agent (a copy of which the Administrative Agent shall promptly provide to each Lender) a certificate of an
Authorized Officer demonstrating the calculation of the amount of the applicable net proceeds.  In the event that the Borrowers shall
subsequently determine that the actual amount received exceeded the amount set forth in such certificate, the Borrowers shall
promptly make an additional prepayment of the Loans, and the principal balance of the Loans shall be permanently reduced, in an
aggregate amount equal to such excess, and the Borrowers shall concurrently therewith deliver to the Administrative Agent (a copy of
which the Administrative Agent shall promptly provide to each Lender) a certificate of an Authorized Officer demonstrating the
derivation of such excess.

          2.13     Application of
Prepayments/Reductions.

               (a)     Application
of Prepayments of the Loans.  Any prepayment of any Loan shall be applied on a pro rata basis to each scheduled installment of
principal of the Loans.

               (b)     Application
of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans.  Considering each Class of Loans being prepaid separately,
any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate
Loans, in each case in a manner which minimizes the amount of any payments required to be made by the Borrowers pursuant to Section
2.17(c).

          2.14     Allocation of Certain Payments
and Proceeds.  If an Event of Default shall have occurred and not otherwise be waived, and the maturity of the Obligations shall
have been accelerated pursuant to Section 8.1, all payments or proceeds received by the Administrative Agent hereunder in respect of
any of the Obligations, shall be applied by the



35



Administrative Agent in accordance with the application arrangements described in the
Pledge and Security Agreement.

          2.15     General Provisions Regarding
Payments.

               (a)     All
payments by the Borrowers of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without
defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than
1:00 p.m. (New York City time) on the date due at the Administrative Agent's Principal Office for the account of the Lenders;
funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrowers on the
next succeeding Business Day.

               (b)     All
payments in respect of the principal amount of any Loan shall include payment of accrued interest on the principal amount being
repaid or prepaid and all such payments (and, in any event, any payments in respect of any Loan on a date when interest is due and
payable with respect to such Loan) shall be applied to the payment of interest before application to principal.

               (c)     the
Administrative Agent shall promptly distribute on the date of receipt thereof if received not later than 1:00 p.m. (New York City
time) on the date of receipt and on the Business Day immediately following such date if received thereafter by wire transfer to each
Lender at such address as such Lender shall indicate in writing, such Lender's applicable Pro Rata Share, giving effect to
adjustments in Pro Rata Shares on and after the Effective Date, of all payments and prepayments of principal and interest due
hereunder, together with all other amounts due thereto hereunder or under any of the other Credit Documents, including, without
limitation, all fees payable with respect thereto, to the extent received by the Administrative Agent.

               (d)     Notwithstanding
the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected
Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect
thereto in apportioning payments received thereafter.

               (e)     Subject
to the provisos set forth in the definition of "Interest Period", whenever any payment to be made hereunder shall be stated
to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of
time shall be included in the computation of the payment of interest hereunder.

               (f)     The
Borrowers hereby authorize the Administrative Agent to charge any Borrowers' accounts with the Administrative Agent in order to cause
timely payment to be made to the Administrative Agent of all principal, interest, fees and expenses due hereunder (subject to
sufficient funds being available in its accounts for that purpose).

               (g)     the
Administrative Agent shall deem any payment by or on behalf of the Borrowers hereunder that is not made in same day funds prior to
1:00 p.m. (New York



36



 City time) on or before the due date to be a non-conforming payment.  Any such payment shall not be deemed to
have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the next
Business Day.  The Administrative Agent shall give prompt telephonic notice to the Borrowers and each applicable Lender (confirmed in
writing) if any payment is non-conforming.  Any non-conforming payment may constitute or become a Default or Event of Default in
accordance with the terms of Section 8.1(a).  Interest shall continue to accrue on any principal as to which a non-conforming payment
is made until such funds become available funds (but in no event less than the period from the date of such payment to the next
succeeding applicable Business Day) at the rate determined pursuant to Section 2.8 from the date such amount was due and payable
until the date such amount is paid in full.

               (h)     If an
Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated
pursuant to Section 8.1, all payments or proceeds received by the Administrative Agent hereunder in respect of any of the
Obligations, shall be applied in accordance with the application arrangements described in the Pledge and Security Agreement.

          2.16     Ratable Sharing.  The Lenders
hereby agree among themselves that, except as otherwise provided in the Collateral Documents with respect to amounts realized from
the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a
voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or
banker's lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as
adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion
of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other
Credit Documents (collectively, the "Aggregate Amounts Due" to such Lender) which is greater than the proportion
received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such
proportionately greater payment shall notify the Administrative Agent and each other Lender of the receipt of such payment and apply
a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation
simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so
that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them;
provided, if such participation is entered into after the Effective Date, if all or part of such proportionately greater payment
received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrowers or
otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be promptly returned to such
purchasing Lender ratably to the extent of such recovery, but without interest.  The Borrowers expressly consent to the foregoing
arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or
counterclaim with respect to any and all monies owing by the Borrowers to that holder with respect thereto as fully as if that holder
were owed the amount of the participation held by that holder. 



37



          2.17     Making or Maintaining Eurodollar
Rate Loans.

               (a)     Inability
to Determine Applicable Interest Rate.  In the event that the Administrative Agent shall have determined (which determination
shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any
Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for
ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, the
Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to the Borrowers and each
Lender of such determination, whereupon no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as the
Administrative Agent notifies the Borrowers and the Lenders (by telefacsimile or by telephonic notice confirmed in writing) that the
circumstances giving rise to such notice no longer exist, and any Funding Notice or Conversion/Continuation Notice given by the
Borrowers with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by the
Borrowers.

               (b)     Illegality
or Impracticability of Eurodollar Rate Loans.  In the event that on any date any Lender shall have determined (which
determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the
Borrowers and the Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans has become unlawful
as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or
would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the
failure to comply therewith would not be unlawful), or has become impracticable, as a result of contingencies occurring after the
date hereof which materially and adversely affect the London interbank market or the position of such Lender in that market, then,
and in any such event, such Lender shall be an "Affected Lender" and it shall on that day give notice (by
telefacsimile or by telephone confirmed in writing) to the Borrowers and the Administrative Agent of such determination (which notice
the Administrative Agent shall promptly transmit to each other Lender by telefacsimile or by telephonic notice confirmed in
writing).  Thereafter the obligation of the Affected Lender  to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be
suspended until such notice shall be withdrawn by the Affected Lender by telefacsimile or by telephonic notice confirmed in writing
and, to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by the Borrowers
pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Loan as (or continue such Loan
as or convert such Loan to, as the case may be) a Base Rate Loan, and the Affected Lender's obligation to maintain its outstanding
Eurodollar Rate Loans (the "Affected Loans") shall be terminated at the earlier to occur of the expiration of the
Interest Period then in effect with respect to the Affected Loans or when required by law, and the Affected Loans shall automatically
convert into Base Rate Loans on the date of such termination.  Notwithstanding the foregoing, to the extent a determination by an
Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by the Borrowers pursuant to a Funding
Notice or a Conversion/Continuation Notice, the Borrowers shall have the option, subject to the provisions of Section 2.17(c), to
rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone
confirmed in writing) to the Administrative Agent of such rescission on the date on




38



 which the Affected Lender gives notice of its
determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender by
telefacsimile or by telephonic notice confirmed in writing).  Except as provided in the immediately preceding sentence, nothing in
this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to
convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

               (c)     Compensation
for Breakage or Non-Commencement of Interest Periods.  The Borrowers shall compensate each Lender, upon written request by such
Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities
(including any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any
loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding
loss of anticipated profits) which such Lender may sustain:  (i) if for any reason (other than a default by such Lender) a borrowing
of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or
a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation
Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment or any conversion of
any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; (iii) if any
prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrowers; or
(iv) as a consequence of any other default by the Borrowers in the repayment of its Eurodollar Rate Loans when required by the terms
hereof.

               (d)     Booking
of Eurodollar Rate Loans.  Subject to Section 2.20, any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for
the account of any of its branch offices or the office of an Affiliate of such Lender.

               (e)     Assumptions
Concerning Funding of Eurodollar Rate Loans.  Calculation of all amounts payable to a Lender under this Section 2.17 and under
Section 2.18 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase
of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in
an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the
United States of America; provided, however, subject to Section 2.20, each Lender may fund each of its Eurodollar Rate Loans in any
manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this
Section 2.17 and under Section 2.18.

          2.18     Increased Costs; Capital
Adequacy.

               (a)     Compensation
For Increased Costs and Taxes.  Subject to the provisions of Section 2.19 (which shall be controlling with respect to the matters
covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and
conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein
or in the interpretation, administration or application thereof (including the introduction of any new law, treaty



39



 or governmental
rule, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the
date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any
central bank or other governmental or quasi-governmental authority (whether or not having the force of law):  (i) subjects such
Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with
respect to this Agreement or any other Credit Document or any of its obligations hereunder or thereunder or any payments to such
Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder or thereunder;
(ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other
reserve), special deposit, compulsory loan, Federal Deposit Insurance Corporation insurance or similar requirement against assets
held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any
other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to
Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or (iii) imposes any other condition (other
than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or
under any other Credit Document or the London interbank market; and the result of any of the foregoing is to increase the cost to
such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender
(or its applicable lending office) with respect thereto; then, in any such case, the Borrowers shall promptly pay to the
Administrative Agent for prompt delivery to such Lender, upon receipt of the statement referred to in the next sentence, such
additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as
such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or
reduction in amounts received or receivable hereunder or under any other Credit Document.  Such Lender shall deliver to the Borrowers
(with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the
additional amounts owed to such Lender under this Section 2.18(a), which statement shall be conclusive and binding upon all parties
hereto absent manifest error.

               (b)     Capital
Adequacy Adjustment.  In the event that any Lender shall have determined that the adoption, effectiveness, phase-in or
applicability after the date hereof of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any
change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any
guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental
Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Commitments, or
participations therein or other obligations hereunder or under any of the other Credit Documents with respect to the Loans to a level
below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or




40



 compliance (taking into consideration the policies of such Lender or such controlling corporation with
regard to capital adequacy), then from time to time, within five Business Days after receipt by the Borrowers from such Lender of the
statement referred to in the next sentence, the Borrowers shall pay to such Lender such additional amount or amounts as will
compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to the
Borrowers (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating
the additional amounts owed to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties
hereto absent manifest error.

          2.19     Taxes; Withholding, etc.

               (a)     Payments
to Be Free and Clear.  All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to the
extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax
on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by or within the United States of America
or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or
on behalf of any Credit Party or by any federation or organization of which the United States of America or any such jurisdiction is
a member at the time of payment.

               (b)     Withholding
of Taxes.  If any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such
Tax from any sum paid or payable by any Credit Party to the Administrative Agent or any Lender under any of the Credit Documents:
(i) the Borrowers shall notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the
Borrowers becomes aware of it; (ii) the Borrowers shall pay any such Tax before the date on which penalties attach thereto, such
payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on
the Administrative Agent or such Lender, as the case may be) on behalf of and in the name of the Administrative Agent or such Lender;
(iii) the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be
increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Administrative
Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such
deduction, withholding or payment been required or made; and (iv) within thirty (30) days after paying any sum from which it is
required by law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Tax which
it is required by clause (ii) above to pay, the Borrowers shall deliver to the Administrative Agent and the other affected parties
evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the
relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii)
above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on
the Effective Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the
case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an




41



increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such
Assignment Agreement in respect of payments to such Lender.

               (c)     Evidence
of Exemption From U.S. Withholding Tax.  Each Lender that is not a United States Person (as such term is defined in Section
7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes (a "Non-US Lender") shall deliver to
the Administrative Agent for transmission to the Borrowers, or on or prior to the date of the Assignment Agreement pursuant to which
it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of the
Borrowers or the Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue
Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other
documentation required under the Internal Revenue Code and reasonably requested by the Borrowers to establish that such Lender is not
subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal,
interest, fees or other amounts payable under any of the Credit Documents, or if such Lender is not a "bank" or other
Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver either Internal Revenue Service Form W-8BEN or
W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service
Form W-8 (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under
the Internal Revenue Code and reasonably requested by the Administrative Agent or the Borrowers to establish that such Lender is not
subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest
payable under any of the Credit Documents.  Each Lender required to deliver any forms, certificates or other evidence with respect to
United States federal income tax withholding matters pursuant to this Section 2.19(c) hereby agrees, from time to time after the
initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances
renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly
deliver to the Administrative Agent for transmission to the Borrowers two new original copies of Internal Revenue Service Form W-8BEN
or W-8ECI, or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8, as the case may be,
properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and
reasonably requested by the Borrowers to confirm or establish that such Lender is not subject to deduction or withholding of United
States federal income tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Agent and
the Borrowers of its inability to deliver any such forms, certificates or other evidence.  The Borrower shall not be required to pay
any additional amount to any Non-US Lender under Section 2.19(b)(iii) if such Lender shall have failed (1) to deliver the forms,
certificates or other evidence referred to in the second sentence of this Section 2.19(c), or (2) to notify the Administrative Agent
and the Borrowers of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such
Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c) on the Effective Date or on the date of
the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.19(c) shall
relieve the Borrowers of their obligation to pay any additional amounts pursuant to Section 2.19(a) in the event that, as




42



 a
result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at
a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

          2.20     Obligation to Mitigate.  Each
Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, as the case
may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an
Affected Lender or that would entitle such Lender to receive payments under Section 2.17, 2.18 or 2.19, it will, to the extent not
inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to
(a) make, issue, fund or maintain its applicable Commitments or Loans, including any Affected Loans, through another office of such
Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would
cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be
paid to such Lender pursuant to Section 2.17, 2.18 or 2.19 would be materially reduced and if, as determined by such Lender in its
sole discretion, the making, issuing, funding or maintaining of such Commitments or Loans through such other office or in accordance
with such other measures, as the case may be, would not otherwise adversely affect such Commitments or Loans or the interests of such
Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.20 unless the Borrowers
agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (i)
above.  A certificate as to the amount of any such expenses payable by the Borrowers pursuant to this Section 2.20 (setting forth in
reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrowers (with a copy to the Administrative
Agent) shall be conclusive absent manifest error.

          2.21     Removal or Replacement of a
Lender.  Anything contained herein to the contrary notwithstanding, in the event that any Lender (an "Increased-Cost
Lender") shall give notice to the Borrowers that such Lender is an Affected Lender or that such Lender is entitled to
receive payments under Section  2.17, 2.18 or 2.19, the circumstances which have caused such Lender to be an Affected Lender or which
entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five
Business Days after Borrowers' request for such withdrawal then, with respect to each such Increased-Cost Lender, the Borrowers may,
by giving written notice to Administrative Agent and any Increased-Cost Lender of their election to do so, elect to cause such
Increased-Cost Lender (and such Increased-Cost Lender hereby irrevocably agrees) to assign its outstanding Loans to one or more
Eligible Assignees (each a "Replacement Lender") in accordance with the provisions of Section 10.6 and Increased
Cost Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such
assignment, the Replacement Lender shall pay to Increased-Cost Lender an amount equal to the principal of, and all accrued interest
on, all outstanding Loans of the Increased-Cost Lender, and (2) on the date of such assignment, the Borrowers shall pay any amounts
payable to such Increased-Cost Lender pursuant to Section 2.17(c), 2.18 or 2.19 or otherwise as if it were a prepayment.  Upon the
prepayment of all amounts owing to any Increased-Cost Lender, such Increased-Cost Lender shall no longer




43



 constitute a
"Lender" for purposes hereof; provided, any rights of such Increased-Cost Lender to indemnification hereunder shall survive
as to such Increased-Cost Lender.

     SECTION 3.     CONDITIONS PRECEDENT

          3.1     Effective Date.  The
obligation of each Lender to make an advance equal to such Lender's Pro Rata Share of the Tranche A Term Loan Commitment to the
Borrowers pursuant to Section 2.1(a) hereof, and to restructure certain Existing Indebtedness in an equal principal amount of Tranche
B Term Loans pursuant to Section 2.1(b) hereof, is subject to the satisfaction, or waiver in accordance with Section 10.5 of the
following conditions on or before the Effective Date:

               (a)     Credit
Documents.  The Administrative Agent shall have received sufficient copies of each Credit Document originally executed and
delivered by each applicable Credit Party for each Lender, together with two original copies of the Settlement Agreement.

               (b)     Organizational
Documents; Incumbency.  The Administrative Agent shall have received (i) sufficient copies of each Organizational Document
originally executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date
by the appropriate governmental official, for each Lender and its counsel, each dated the Effective Date or a recent date prior
thereto; (ii) signature and incumbency certificates of the Authorized Officers of such Person executing the Credit Documents to which
it is a party, dated as of the Effective Date; (iii) duly adopted resolutions of the Board of Directors or similar governing body of
each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents
to which it is a party or by which it or its assets may be bound as of the Effective Date, which resolutions, in the case of the
Parent, shall have been approved by a supermajority vote of its board of directors, certified as of the Agreement Date by its
secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing
certificate from the applicable Governmental Authority of each Credit Party's jurisdiction of incorporation, organization or
formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated not
more than 20 days prior to the Effective Date; and (v) such other documents as the Administrative Agent or any Lender may
request.

               (c)     Organizational
and Capital Structure.  The organizational structure and the capital structure of the Credit Parties shall be as set forth on
Schedule 4.2.

               (d)     Capitalization
Matters.  On or before the Effective Date, the Parent shall have (i) issued 4,833,333 shares of the Series A Preferred Stock to
GE Capital or such Affiliate of GE Capital as GE Capital shall designate in writing to represent the restructuring of $15,474,453 in
principal amount of Existing Indebtedness, and any accrued and unpaid interest in respect thereof, which shares shall represent
$7,250,000 of notional investment amount in accordance with a Series A Preferred Stock Purchase Agreement in substantially the form
of Exhibit P hereto, (ii) issued the Preferred Note to CIT or such Affiliate of CIT as CIT shall designate in writing in to
represent the restructuring of $21,724,453 in principal amount of



44



 Existing Indebtedness, and any accrued and unpaid interest and fees
in respect thereof, and (iii) received the Required Contribution.

               (e)     Cancellation
of Existing Indebtedness.  On or prior to the Effective Date, the Credit Parties shall have (i) effected a payment in full of all
obligations (other than such obligations in favor of CIT and GE Capital) under the Existing Credit Facility to the Exiting Lenders by
means of a cash payment equal to the sum of $0.135 per $1.00 of all funded Loans ($17,982,000.00), plus $1,600,000 plus $0.135 per
$1.00 of the settlement amount of the Interest Rate Agreement between Finance and Wachovia ($1,619,151.56), plus up to $50,000 for
lawyers' and accountants fees and expenses (in addition to the $654,862 previously paid) pursuant to the terms and conditions of the
Settlement Agreement, and (ii) provided for the cancellation of the Existing Letter of Credit.

               (f)     Governmental
Authorizations and Consents.  Each Credit Party shall have obtained all Governmental Authorizations and all consents of other
Persons, in each case that are required in connection with the transactions contemplated by the Credit Documents and each of the
foregoing shall be in full force and effect and in form and substance  satisfactory to the Administrative Agent and the Lenders.  All
applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would
restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents and no action,
request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending,
and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

               (g)     Personal
and Mixed Property Collateral.  In order to create in favor of the Administrative Agent or assign to the Administrative Agent, as
applicable, for the benefit of Secured Parties, a valid and perfected First Priority security interest in the personal property
Collateral, the Borrowers shall have delivered, or caused the applicable third-party to deliver, to the Administrative Agent:

                    (i)     (1)
certificates (which certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise
satisfactory in form and substance to the Administrative Agent and the Lenders) representing all certificated shares or other
interests (however designated) with respect to Capital Stock pledged pursuant to the Pledge and Security Agreement and (2) all
instruments and promissory notes (which instruments shall be accompanied by instruments of transfer or assignment duly endorsed in
blank and otherwise in form and substance satisfactory to the Administrative Agent and the Lenders) evidencing all Indebtedness
pledged pursuant to the Pledge and Security Agreement;

                    (ii)     (1)
the results of a recent search, by a Person satisfactory to the Administrative Agent, of UCC financing statements and fixture filings
and all judgment and tax lien filings made with respect to any personal or mixed property of any Credit Party, together with copies
of all such filings disclosed by such search, and (2) UCC termination statements duly executed by all applicable Persons for filing
in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed
in such search (other than any such financing statements or fixture filings in respect of Permitted Liens) or, with




45



 respect to the
Existing Indebtedness, commitments to execute and file related UCC termination statements in form and substance satisfactory to the
Administrative Agent and the Lenders;

                    (iii)     UCC
financing statements and fixture filings, or amendments or assignments thereof, as appropriate, duly executed (where necessary) by
each applicable Credit Party with respect to all personal and mixed property Collateral of such Credit Party, for filing in all
jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect or continue perfected and
assign the security interests created in such Collateral pursuant to the Collateral Documents under the UCC;

                    (iv)     all
releases, cover sheets or other documents or instruments required to be filed in order to create, perfect or assign to the
Administrative Agent, Liens in respect of any Intellectual Property Collateral;

                    (v)     upon
request by the Administrative Agent or any Lender, delivery to the Administrative Agent of assignments by the Previous Agent of
Landlord Personal Property Collateral Access Agreements with respect to at least two thirds of the properties listed on Schedule 3.1,
such listed properties being all those Leasehold Properties at which Collateral having an aggregate book value in excess of
$1,000,000 is located; and

                    (vi)     evidence
that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and
delivered any other agreement, document and instrument (including, without limitation, any agreements governing deposit and/or
security accounts), and made or caused to be made any other filing and recording (other than as set forth herein) required pursuant
to the Pledge and Security Agreement or otherwise  required by the Administrative Agent or any Lender.

               (h)     Environmental
Reports.  The Administrative Agent shall have received reports and other information, in form, scope and substance reasonably
satisfactory to the Administrative Agent and the Lenders regarding any Environmental Claim relating to any Facility.

               (i)     Updated
Financial Plan.  The Lenders shall have received the Updated Financial Plan.

               (j)     Evidence
of Insurance.  The Administrative Agent shall have received a certificate from the Borrowers' insurance broker or other evidence
satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect and that the
Administrative Agent, for the benefit of the Secured Parties, and the Secured Parties have been named as additional insured and the
Administrative Agent, for the benefit of the Secured Parties, has been named as loss payee thereunder to the extent required under
Section 5.5.

               (k)     No
Litigation.  There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory
developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion
of the



46



 Administrative Agent, singly or in the aggregate, materially impairs any of the other transactions contemplated by the Credit
Documents, or that could have a Material Adverse Effect.

               (l)     Completion
of Proceedings.  All partnership, corporate and other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found acceptable by the Administrative Agent and its counsel
shall be satisfactory in form and substance to the Administrative Agent, the Lenders,  and such counsel, and the Administrative Agent
and such counsel shall have received all such counterpart originals or certified copies of such documents as the Administrative Agent
may  request, and the Parent shall have delivered the Effective Date Certificate.

               (m)     Legal
Opinions.  The Administrative Agent shall have received (i) the legal opinion of Bryan Cave LLP, counsel to the Credit Parties
and the same shall be substantially in the form attached hereto as Exhibit M, and (ii) such opinions of Borrowers' in-house counsel
as may be reasonably requested by Administrative Agent relating to FCC and state public utility commission regulatory matters. 

          Each Lender, by delivering its signature page to this Agreement (other
than in escrow for later release upon the instruction of such Lender) on the Effective Date or by giving instructions for the release
on such date of its signature pages previously delivered by it in escrow (as the case may be), shall be deemed to have acknowledged
receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any the
Administrative Agent, Requisite Lenders or the Lenders, as applicable, on or prior to the Effective Date.

          3.2     Conditions to each
Conversion/Continuation.  The conversion or continuation of any Loan to a Eurodollar Rate Loan or Base Rate Loan, as applicable,
shall be subject to the satisfaction of the following conditions on or before the applicable Conversion/Continuation Date as set
forth in the applicable Conversion/Continuation Notice:

               (a)     Administrative
Agent shall have received a duly executed Conversion/Continuation Notice in the manner required by Section 2.7; and

               (b)     No
Default or Event of Default shall have occurred and be continuing.

     SECTION 4.     REPRESENTATIONS AND WARRANTIES

          In order to induce the Lenders to enter into this Agreement and to
make the Loans, each Credit Party represents and warrants to each Lender, as of the Effective Date, that the following statements are
true and correct:

          4.1     Organization; Requisite Power and
Authority; Qualification.  Each of the Credit Parties (a) is duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization as identified in Schedule 4.1, (b) has all requisite power and authority to own and operate its
properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it
is a party and to carry out the




47



 transactions contemplated thereby, and (c) is qualified to do business and in good standing in every
jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions
where the failure to be so qualified or in good standing has not had, and could not reasonably be  expected to have, a Material
Adverse Effect.

          4.2     Capital Stock and Ownership.
The Capital Stock of each of the Credit Parties has been duly authorized and validly issued and is fully paid and non-assessable.
Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or
other agreement to which any of the Credit Parties is a party requiring, and there is no membership interest or other Capital Stock
of any of the Credit Parties outstanding which upon conversion or exchange would require, the issuance by any of the Credit Parties
of any additional membership interests or other Capital Stock of any such Credit Party or other Securities convertible into,
exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of any of the
Credit Parties.  Schedule 4.2 correctly sets forth the ownership interest of each of the Credit Parties in their respective
Subsidiaries (other than the Unrestricted Subsidiaries) as of the Effective Date.

          4.3     Due Authorization.  The
execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action on the part of each
Credit Party that is a party thereto.

          4.4     No Conflict.  The execution,
delivery and performance by each of the Credit Parties of the Credit Documents to which it is a party and the consummation of the
transactions contemplated by the Credit Documents do not and will not (a) violate any provision of any law or any governmental rule
or regulation applicable to any of the Credit Parties, any Governmental Authorization, any of the Organizational Documents of the
Credit Parties, or any order, judgment or decree of any court or other agency of government binding on any of the Credit Parties;
(b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of any of the Credit Parties; (c) result in or require the creation or imposition of any Lien upon any of the
material properties or assets of any of the Credit Parties (other than any Liens created under any of the Credit Documents in favor
of the Administrative Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any
approval or consent of any Person under any Contractual Obligation of any of the Credit Parties, except for such approvals or
consents which will be obtained on or before the Effective Date and disclosed in writing to the Lenders.

          4.5     Governmental Consents.  The
execution, delivery and performance by each of the Credit Parties of the Credit Documents to which it is a party and the consummation
of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of,
or notice to, or other action to, with or by, any Governmental Authority except as otherwise set forth on Schedule 4.5, and
except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Administrative Agent as of
the Effective Date.

          4.6     Binding Obligation; Creation,
Perfection and Priority of Liens.  Each Credit Document has been duly executed and delivered by each Credit Party that is a party




48



thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance
with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to enforceability.  The execution and delivery of the
Collateral Documents by each Credit Party which is a party to such Collateral Documents on any date on which this representation is
made, together with the delivery to the Administrative Agent of any Collateral not delivered to the Administrative Agent at the time
of execution and delivery of the applicable Collateral Document by such Credit Party are or will be, as the case may be, effective to
create in favor of the Administrative Agent for the benefit of Secured Parties, as security for the respective Secured Obligations
(as defined in the applicable Collateral Document in respect of any Collateral), a valid and perfected First Priority Lien on all of
the Collateral covered by such Collateral Documents, and all other actions necessary or desirable to perfect and maintain the
perfection and First Priority status of such Liens have been duly made or taken and remain in full force and effect or will be duly
made or taken and remain in full force and effect at the time of execution and delivery of such Collateral Documents by such Credit
Party. 

          4.7     Historical Financial
Statements.  The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material
respects, the financial position, on a consolidated basis, of the Parent and its Subsidiaries as at the respective dates thereof and
the results of operations and cash flows, on a consolidated basis, of the Parent and its Subsidiaries for each of the periods then
ended, subject, in the case of any such unaudited financial statements, to (i) changes resulting from audit and normal year-end
adjustments, and (ii) for accompanying notes thereto.  As of the Effective Date, neither the Parent nor any of its Subsidiaries have
any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in
the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business,
operations, properties, assets, condition (financial or otherwise) or prospects of the Parent and its Subsidiaries taken as a whole.


          4.8     Updated Financial Plan.  On
and as of the Effective Date, the Updated Financial Plan is based on good faith estimates and assumptions made by the management of
the Parent; provided, the Updated Financial Plan is not to be viewed as a fact and actual results during the period or periods
covered by the Updated Financial Plan may differ from such Updated Financial Plan and the differences may be material;
provided further, as of the Effective Date, management of the Parent believed that the good faith estimates and
assumptions in the Updated Financial Plan were overall reasonable and attainable. 

          4.9     Intentionally Omitted. 

          4.10     No Restricted Payments.  None of
the Credit Parties has directly or indirectly declared, ordered, paid or made, or set apart any sum or property for, any Restricted
Payment or agreed to do so except as permitted pursuant to Section 6.4.

          4.11     Adverse Proceedings, etc.
There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse




49



Effect. None of the Credit Parties (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any
final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the
aggregate, could  reasonably be expected to have a Material Adverse Effect.

          4.12     Payment of Taxes.  Except as
otherwise permitted under Section 5.3, all material tax returns and reports of any Credit Party required to be filed by any of them
have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other
governmental charges upon any Credit Party and upon their respective properties, assets, income, businesses and franchises which are
due and payable have been paid when due and payable, other than any proposed tax assessment against any Credit Party which is being
actively contested by such Credit Party in good faith and by appropriate proceedings; provided, that such reserves or other
appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

          4.13     Properties.

               (a)     Title.
Each Credit Party has (i) good, sufficient and marketable legal title to (in the case of fee interests in real property), and (ii)
valid leasehold interests in (in the case of leasehold interests in real property), all of their respective properties and assets
reflected in their respective Historical Financial Statements referred to in Section 4.7 or, if later, in the most recent financial
statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements
in the ordinary course of business or as otherwise permitted hereunder.  Except as permitted by this Agreement, all such properties
and assets are free and clear of Liens other than Permitted Liens.

               (b)     Real
Estate.  As of the Effective Date, Schedule 4.13 contains a true, accurate and complete list of (i) all Real Estate
Assets, and (ii) all material leases, subleases or assignments of leases (together with all amendments, modifications, supplements,
renewals or extensions of any thereof) affecting each Real Estate Asset, of any Credit Party, regardless of whether such Credit Party
is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment.
Except as specified in Schedule 4.13, each agreement listed in clause (ii) of the immediately preceding sentence is in
full force and effect and no Credit Party has knowledge of any default that has occurred and is continuing thereunder, and each such
agreement constitutes the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in
accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or limiting creditors' rights generally or by equitable principles related to enforceability.  As of the Effective Date,
Schedule 3.1 contains a true, accurate and complete list of all Leasehold Properties at which Collateral having an aggregate
book value in excess of $1,000,000 is located.




50



          4.14     Environmental Matters.
Neither the Credit Parties nor any of their respective Facilities or operations are subject to any outstanding written order, consent
decree or settlement agreement with any Person relating to any Environmental Law or any Environmental Claim that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.  No Credit Party has received any letter or request
for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or
any comparable state law.  There are and, to the knowledge of each of the Credit Parties, have been, no conditions or occurrences,
which could reasonably be expected to form the basis of an Environmental Claim against any Credit Party that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.  No Credit Party or, to the knowledge of any Credit Party,
any predecessor of any of such Credit Party has filed any notice under any Environmental Law indicating past or present treatment of
Hazardous Materials at any Facility, and none of the operations of the Credit Parties involves the generation, transportation,
treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent.  Compliance with
all current or known future requirements pursuant to or under Environmental Laws could not reasonably be  expected to have,
individually or in the aggregate, a Material Adverse Effect.  No event or condition has occurred or is occurring with respect to the
Credit Parties or any of their respective Facilities, relating to any Environmental Law, any Release of Hazardous Materials, or any
Environmental Claim which individually or in the aggregate had, or could reasonably be expected to have, a Material Adverse
Effect.

          4.15     No Defaults.  Except as set
forth on Schedule 4.15, no Credit Party is in default in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or
the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or
defaults, if any, could not reasonably be expected to have a Material Adverse Effect.  

          4.16     Material Contracts; Intellectual
Property.

               (a)     Schedule
4.16(a) contains a true, correct and complete list of all the Material Contracts of any Credit Party in effect on the Effective
Date, and except as described thereon, all such Material Contracts are in full force and effect and no defaults currently exist
thereunder.

               (b)     Each
Credit Party owns or possesses all the patents, trademarks, service marks, trade names, copyrights and licenses, and all rights with
respect to the foregoing, necessary for the conduct of its business as presently conducted without any known conflict with the rights
of others.  Schedule 4.16(b) accurately and completely lists all material items of Intellectual Property owned or possessed by
or licensed to such Credit Party.

          4.17     Governmental Regulation.  No
Credit Party is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or the Investment
Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or
which may otherwise render all or any portion of the Obligations unenforceable.  No Credit Party is a "registered investment
company" or company "controlled" 




51



by a "registered investment company" or a "principal underwriter"
of a "registered investment company" as such terms are defined in the Investment Company Act of 1940.

          4.18     Margin Stock.  No Credit
Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of
purchasing or carrying any Margin Stock. No part of the proceeds of the Loans made to such Credit Party will be used to purchase or
carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any
purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal
Reserve System.

          4.19     Employee Matters.  No Credit
Party is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect.  There is (a) no
unfair labor practice complaint pending against any Credit Party, or to the best knowledge of the Credit Parties, threatened against
any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any
collective bargaining agreement that is so pending against any Credit Party or, to the best knowledge of the Credit Parties,
threatened against any of them, (b) no strike or work stoppage in existence or threatened involving the Credit Parties that could
reasonably be expected to have a Material Adverse Effect, and (c) to the best knowledge of the Credit Parties, no union
representation question existing with respect to the employees of any Credit Party and, to the best knowledge of the Credit Parties,
no union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above,
either individually or in the aggregate) such as is not  likely to have a Material Adverse Effect.

          4.20     Employee Benefit Plans.  The
Parent and its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and
requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each
Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan except where, individually or in the
aggregate, the failure to comply or conform would not reasonably be expected to result in liability causing a Material Adverse
Effect.  Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a
favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and
nothing has occurred subsequent to the issuance of such favorable determination letter that would cause the Plan to lose its
qualified status.  No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee
Benefit Plan or any Trust established under Title IV of ERISA has been or could reasonably be expected to be incurred by the Parent
and its Subsidiaries or any of their ERISA Affiliates except for contributions thereto, in the normal course of business.  No ERISA
Event has occurred or is  expected to occur.  Except to the extent required under Section 4980B of the Internal Revenue Code or
similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for
any retired or former employee of the Parent and its Subsidiaries or any of their respective ERISA Affiliates.  As of the most recent
valuation date for any Pension Plan sponsored, maintained or contributed to by the Parent and its Subsidiaries or any of their ERISA
Affiliates, the amount of unfunded benefit liabilities (as



52



defined in Section 4001(a)(18) of ERISA), individually or in the aggregate
for all such Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit
liabilities), does not exceed $1,000,000.  As of the most recent valuation date for each Multiemployer Plan for which the actuarial
report is available, the potential liability of the Parent and its Subsidiaries and their respective ERISA Affiliates for a complete
withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability
for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is zero.
The Parent and its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with
respect to each Multiemployer Plan and are not in material "default" (as defined in Section 4219(c)(5) of ERISA) with
respect to payments to a Multiemployer Plan.

          4.21     Certain Fees.  No broker's or
finder's fee or commission will be payable with respect to this Agreement or any of the transactions contemplated hereby, except for
fees payable to Q Consulting LLC.

          4.22     Solvency.  Taking into
account the consummation of the financing transactions contemplated by this Agreement, the Settlement Agreement, and the Series A
Preferred Stock Agreement, the sum of Parent's Indebtedness will not exceed the value of its assets, including Cash, and Parent
believes that it will have tangible and intangible assets having a fair value in excess of the amount that will be required to pay
its probable liabilities on its existing debts as they become absolute and matured, that its capital will not be unreasonably small
for the conduct of its business as presently contemplated and that it will have the ability to pay its debts from time to time
incurred in connection therewith as such debts mature.  

          4.23     Compliance with Statutes,
etc.  Each of the Credit Parties is in compliance with all applicable statutes, regulations and orders of, and all applicable
restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property
(including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or governing its business and the
requirements of any permits issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of the
Borrowers or any of their respective Subsidiaries), except such non-compliance that, individually or in the aggregate, could not  be
expected to result in a Material Adverse Effect.

          4.24     Disclosure.  No
representation or warranty of any Credit Party contained in any Credit Document or in any other documents, certificates or written
statements furnished to the Lenders by or on behalf of any Credit Party for use in connection with the transactions contemplated
hereby contains any untrue statement of material fact or omits to state a material fact (known to each Credit party, in the case of
any document not furnished by any of them) necessary in order to make the statements contained herein or therein not misleading, in
light of the circumstances in which they were made, not misleading.  Any projections and pro forma financial information
contained in such materials are based upon good faith estimates and assumptions made by management of the Parent; provided
such projections and pro forma financial information are not viewed as facts and actual results during any period or periods
covered thereby may differ therefrom and such differences may be material.  There are no facts



53



 known (or which should upon the
reasonable exercise of diligence be known) to any Credit Party (other than matters of a general economic nature and matters affecting
the telecommunications industry generally) that, individually or in the aggregate, could  be expected to have a Material Adverse
Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished to the Lenders for
use in connection with the transactions contemplated hereby.

          4.25     Telecommunications
Approvals.  Each Credit Party has all FCC licenses and authorizations and all state governmental authorizations and certificates
and has filed all required federal and state notifications (all of the above being collectively referred to as
"Telecommunications Approvals") necessary for the operation of their respective currently conducted
Telecommunications Businesses in the United States, except for those Telecommunications Approvals the absence of which, individually
or in the aggregate, could not reasonably be expect to have a Material Adverse Effect.  All Telecommunications Approvals granted to
the Credit Parties remain in full force and effect, except to the extent the failure thereof to be in full force and effect,
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and have not been revoked,
suspended, canceled or modified in any adverse way, that could reasonably be expected to have a Material Adverse Effect, and are not
subject to any conditions or requirements that are not generally imposed by the FCC or the issuing state communications regulatory
agency upon the holders of such Telecommunications Approvals that could reasonably be expected to have a Material Adverse Effect.

          4.26     No Violation of
Telecommunications Regulations.  No Credit Party is in violation of, or in default of, in a manner that could reasonably be
expected to have a Material Adverse Effect, (a) any applicable telecommunications statute of the United States or any state in which
it operates, or (b) any applicable rule, regulation or requirement of the FCC or any state communications regulatory agency.  There
are no pending or, to the knowledge of any Credit Party, threatened formal complaints, proceedings, investigations, protests,
petitions or other written objections against any Credit Party at the FCC or the PUC of any state in which any Credit Party operates,
except for matters which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

     SECTION 5.     AFFIRMATIVE COVENANTS

          Each Credit Party jointly and severally covenants and agrees that
until payment in full in same day funds of all Obligations, it shall perform all applicable covenants in this Section 5.

          5.1     Financial Statements and Other
Reports.  The Borrowers will deliver to the Administrative Agent and the Lenders:

               (a)     Monthly
Reports.  As soon as available, and in any event within forty-five (45) days after the end of each month ending after the
Effective Date, the consolidated balance sheet of the Parent and its Subsidiaries as at the end of such month and the related
consolidated statements of income, stockholders' equity and cash flows of such Persons for such



54



 month and for the period from the
beginning of then current Fiscal Year to the end of such month, setting forth in each case in comparative form the corresponding
figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the
current Fiscal Year, to the extent prepared on a monthly basis, all in reasonable detail, together with a Financial Officer
Certification and a Narrative Report with respect thereto;

               (b)     Quarterly
Financial Statements.  As soon as available, and in any event within forty-five (45) days after the end of each of the first
three Fiscal Quarters of each Fiscal Year, the consolidated and consolidating balance sheets of the Parent and its Subsidiaries as at
the end of such Fiscal Quarter and the related consolidated (and with respect to statements of income, consolidating) statements of
income, stockholders' equity and cash flows of such Persons for such Fiscal Quarter and for the period from the beginning of then
current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for
the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal
Year, all in reasonable detail, together with (1) a Financial Officer Certification, (2) a Narrative Report and (3) revised Schedules
4.1 and 4.2 (if necessary) reflecting any changes in the organizational structure and capital structure of the Parent and its
Subsidiaries since the delivery of the last quarterly financial information, which revised Schedules 4.1 and 4.2 will be deemed to
amend then-existing Schedules 4.1 and 4.2 for all purposes under this Agreement;

               (c)     Annual
Financial Statements.  As soon as available, and in any event within ninety (90) days after the end of each Fiscal Year, (i) the
consolidated and consolidating balance sheets of the Parent and its Subsidiaries as at the end of such Fiscal Year and the related
consolidated (and, with respect to statements of income, consolidating) statements of income, stockholders' equity and cash flows of
such Persons for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal
Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable
detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; setting forth in each case in
comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the
Fiscal Year covered by such financial statements, in reasonable detail; (ii) with respect to each such consolidated financial
statements a report thereon of KPMG LLP or other independent certified public accountants of recognized national standing selected by
the Parent, and  satisfactory to the Administrative Agent (which report shall be unqualified as to going concern and scope of audit,
and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial
position of the Parent and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for
the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such
financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been
made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public
accountants stating whether any condition or event that constitutes a Default or an Event of Default has come to their attention and,
if such a condition or event has come to their attention, specifying the nature and period of existence thereof; and (iii) revised
Schedules 4.1




55



 and 4.2 (if necessary) reflecting any changes in the organizational structure and capital structure of the Parent and
its Subsidiaries since the delivery of the last quarterly financial information, which revised Schedules 4.1 and 4.2 will be deemed
to amend then-existing Schedules 4.1 and 4.2 for all purposes under this Agreement;

               (d)     Compliance
Certificate.  Together with each delivery of financial statements of the Parent and its Subsidiaries pursuant to Sections 5.1(b)
and 5.1(c), a duly executed and completed Compliance Certificate;

               (e)     Statements
of Reconciliation after Change in Accounting Principles.  If, as a result of any change in accounting principles and policies
from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of the Parent and
its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial
statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been
made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation
for the immediately preceding quarterly and annual financial statements in form and substance  satisfactory to the Administrative
Agent;

               (f)     SEC
Reports.  Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements
sent or made available generally by the Parent to its security holders acting in such capacity or by any Subsidiary of the Parent to
its security holders other than the Parent or another Subsidiary of the Parent, (ii) all regular and periodic reports (but not
including, unless requested by the Administrative Agent, routine reports regularly filed with the FCC and state commissions with
jurisdiction over telecommunications matters) and all registration statements (other than on Form S-8 or a similar form) and
prospectuses, if any, filed by the Parent and its Subsidiaries with any securities exchange or with the Securities and Exchange
Commission or any governmental or private regulatory authority, and (iii) all press releases and other statements made available
generally by Parent and its Subsidiaries to the public concerning material developments in the business of the Parent and its
Subsidiaries;

               (g)     Notice
of Default.  Promptly upon any Authorized Officer of the Parent  obtaining actual knowledge (i) of any condition or event that
constitutes a Default or an Event of Default; (ii) that any Person authorized to deliver such notice has given any notice to any
Credit Party or taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence
of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate
of its Authorized Officers specifying the nature and period of existence of such condition, event or change, or specifying the notice
given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and
what action the Borrowers have taken, is taking and proposes to take with respect thereto;

               (h)     Notice
of Litigation.  Promptly upon any Authorized Officer of the Parent  obtaining actual knowledge of the institution of, or
non-frivolous threat of, (i) any Adverse Proceeding not previously disclosed in writing by either Borrower to the Lenders, or (ii)




56



any material development in any Adverse Proceeding that, in the case of either (i) or (ii) if adversely determined, could reasonably
be expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages
or obtain relief as a result of, the transactions contemplated hereby or by any other Credit Document, written notice thereof
together with such other existing information readily available to the Borrowers to enable the Lenders and their counsel to evaluate
such matters;

               (i)     ERISA.
Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the
nature thereof, what action the Parent or any of its Subsidiaries or their respective ERISA Affiliates has taken, is taking or
proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department
of Labor or the PBGC with respect thereto; and with reasonable promptness, copies of (i) each Schedule B (Actuarial
Information) to the annual report (Form 5500 Series) filed by the Parent or any of its Subsidiaries, or any of their respective ERISA
Affiliates with the Internal Revenue Service with respect to each Pension Plan; (ii) all notices received by the Parent or any
of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and
(iii) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Administrative
Agent shall  request;

               (j)     Financial
Plan.  As soon as practicable and in any event no later than thirty (30) days after the beginning of each Fiscal Year, a
consolidated plan and financial forecast (a "Financial Plan"), for such Fiscal Year and each succeeding Fiscal Year
through the Maturity Date, including a forecasted consolidated balance sheet and forecasted consolidated statements of income and
cash flows of the Credit Parties for each such Fiscal Year, together with an explanation of the assumptions on which such forecasts
are based and forecasted consolidated statements of income and cash flows of the Credit Parties for each month of each such Fiscal
Year, together with an explanation of the assumptions on which such forecasts are based;

               (k)     Insurance
Report.  As soon as practicable following receipt and in any event by the last day of each Fiscal Year, a report in form and
substance satisfactory to the Administrative Agent outlining all material insurance coverage maintained as of the date of such report
by the Credit Parties and all material insurance coverage planned to be maintained by the Credit Parties in the immediately
succeeding Fiscal Year; 

               (l)     Notice
of Change in Board of Directors.  With reasonable promptness, written notice of any change in the board of directors (or similar
governing body) of the Parent;

               (m)     Unrestricted
Subsidiary Information.  Promptly upon reasonable request by the Administrative Agent, details of the amount and evidence of the
underlying calculation of Investments in the Unrestricted Subsidiaries, and related capital expenditures; 

               (n)     Notice
Regarding Material Contracts.  Prompt notice of (i) the termination of any Material Contract of any Credit Party prior to its
scheduled term or the




57



 amendment of a Material Contract in a manner that is materially adverse to such Credit Party, as the case may
be, or (ii) the fact that any new Material Contract has been entered into, together with copies of such material amendments or new
contracts, delivered to the Administrative Agent (to the extent such delivery is permitted by the terms of any such Material
Contract, provided, no such prohibition on delivery shall be effective if it were bargained for by such Credit Party with intent of
avoiding compliance with this Section 5.1(n)), and an explanation of any actions being taken with respect thereto;

               (o)     Environmental
Reports and Audits.  As soon as practicable following receipt thereof, copies of all final environmental audits and reports with
respect to environmental matters at any Facility or which relate to any environmental liabilities of the Parent or its Subsidiaries
which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; 

               (p)     Market
Information.  As soon as practicable and in any event no later than forty-five (45) days after the end of each Fiscal Quarter,
summary Market information, substantially in the form of Exhibit N, as of the end of such Fiscal Quarter;

               (q)     Regulatory
Notices.  Promptly upon receipt of notice of (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension,
impairment or material modification of any material Communications License held by any Credit Party, or any notice of default or
forfeiture with respect to any such material Communications License, or (ii) any refusal by the FCC or any PUC to renew or extend any
such material Communications License, a certificate of an Authorized Officer specifying the nature of such event, the period of
existence thereof, and what action such Credit Party is taking and propose to take with respect thereto; 

               (r)     Information
Distributed to Shareholders or other Security Holders.  Promptly upon transmission thereof, copies of any filings or
registrations with, or reports to, the Securities and Exchange Commission by the Parent or any Subsidiaries and copies of all
financial statements, proxy statements, notices and reports as the Parent or any Subsidiaries shall send to the holders of their
Capital Stock (in each case not theretofore delivered to the Lenders pursuant to this Agreement);

               (s)     Projections
and Financial Plans.  Promptly upon any Authorized Officer of either Borrower obtaining knowledge thereof, written notice of any
material change in (i) the operations, activities or business of the Credit Parties or (ii) any other material assumption, in each
case, from those upon which the forecasts contained in the Updated Financial Plan or any other Financial Plan delivered pursuant to
Section 5.1(j) were based; and

               (t)     Quarterly
Report.  As soon as practicable and in any event no later than forty-five (45) days after the end of each Fiscal Quarter after
the Effective Date, a quarterly report in the form attached hereto as Exhibit O setting out (1) on a quarterly and cumulative and
Market by Market basis, the number of DS-O equivalent installed and sold (i) on-net voice lines, (ii) on-net data lines,
(iii) digital subscriber lines, (iv) total on-net lines, (v) resale lines and (vi) total lines, and a breakdown of all other
types (if any) of product lines sold, together with such other related information as may reasonably be requested by the
Administrative Agent or any




58



 Lender; (2) an updated list of collocation facilities; and (3) the number of New Customers, Access
Lines Per New Customer, Days Sales Outstanding, Total Acquisition Cost per New Customer, quantity and cost of Customer Premise
Equipment installed and number of "local loops" installed (measured by adding T-1's and "EELs", excluding
conversions of existing lines to "EELs").

               (u)     Other
Information.  With reasonable promptness, such other information and data with respect to the Parent and its Subsidiaries as from
time to time may be reasonably requested by the Administrative Agent or any Lender.

          5.2     Existence.  Except as
otherwise permitted under Section 6.7 or Section 6.12, the Parent and each of its Subsidiaries will, at all times take all reasonable
action to preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to
its Telecommunications Business; provided, however, that the foregoing shall not prevent any of the Credit Parties from shutting down
(or converting to Indirect Geographic Markets) the operations of any network or from effecting any sales or other disposition of assets permitted by Section 6.7
or network swaps permitted by Section 6.8, in each case as contemplated by the Updated
Financial Plan or any Financial Plan delivered by Borrowers pursuant to Section 5.1(j).

          5.3     Payment of Taxes and Claims.
The Parent will, and will cause each of its Subsidiaries to, pay all Taxes imposed upon it or any of its properties or assets or in
respect of any of its income, businesses or franchises before any material penalty or fine accrues thereon, and all claims or
obligations of whatever nature (including claims for labor, services, materials and supplies) for sums that have become due and
payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine
shall be incurred with respect thereto; provided, no such Tax, claim or obligation need be paid if it is being contested in
good faith by appropriate proceedings promptly instituted and diligently conducted, so long as adequate reserves or other appropriate
provision, as shall be required in conformity with GAAP, shall have been made therefor, and in the case of a charge or claim which
has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion
of the Collateral to satisfy such Tax or claim.

          5.4     Maintenance of Properties.
Each Credit Party will maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear
excepted, all material properties used or useful in its Telecommunications Business and from time to time will make or cause to be
made all appropriate repairs, renewals and replacements thereof, and  the Credit Parties shall defend any Collateral against all
Persons at any time claiming an interest therein.

          5.5     Insurance.  Each Credit Party
will maintain or cause to be maintained, with financially sound and reputable insurers, such comprehensive general liability
insurance, third party property damage insurance, business interruption insurance, workers' compensation and employer's liability
insurance and property insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of
the Credit Parties as may be satisfactory to the Administrative Agent, but in any event not less than as shown on Schedule 5.5




59



hereto and made a part hereof, and in each case in such amounts (giving effect to self-insurance in amounts reasonably acceptable to
the Administrative Agent), with such deductibles and limits, covering such risks and otherwise on such terms and conditions as shall
be reasonably acceptable to the Administrative Agent.  Without limiting the generality of the foregoing, the Parent will maintain or
cause to be maintained:  (a) flood insurance with respect to each Flood Hazard Property that is located in a community that
participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of
Governors of the Federal Reserve System, and (b) replacement value property insurance on an all-risks basis on the Collateral under
such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks and
otherwise on such terms and conditions as are acceptable to the Administrative Agent; (c) with respect to each policy of insurance, a
waiver of subrogation in favor of the Administrative Agent and the Lenders; and (d) policies of insurance that (i) insure the
interests of the Administrative Agent and the Lenders and their respective Affiliates regardless of any breach of or violation by any
Credit Party of any warranties, declarations or conditions contained therein, (ii) contain cross liability clauses,
(iii) provide that the insurance shall be primary and without right of contribution from any other insurance which may be
available to the Administrative Agent or the Lenders, (iv) provide that the Administrative Agent and the Lenders have no
responsibility, obligation or liability for premiums, commissions, assessments or calls in connection with such insurance.  Each such
policy of liability insurance shall name each of the Administrative Agent and the Lenders and their respective Affiliates, as
additional insureds thereunder and in the case of each business interruption and casualty insurance policy, contain a standard
lender's loss payable clause or endorsement, reasonably satisfactory in form and substance to the Administrative Agent, that names
the Administrative Agent, on behalf of the Lenders, as the loss payee thereunder for any covered loss in excess of $1,000,000.  Each
such policy of insurance shall provide for at least thirty (30) days' prior written notice (ten (10) days' prior written notice in
the case of cancellation due to non-payment of premium by the Borrowers) to the Administrative Agent of any reduction of coverage or
cancellation of such policy.  The Borrowers shall also furnish or cause to be furnished to the Administrative Agent (which shall
promptly furnish a copy or copies thereof to each of the Lenders) a certificate or certificates of insurance (i) evidencing that all
the coverages required to be maintained pursuant to this Section 5.5 have been renewed and continue to be in full force and effect
for such period as shall be then stipulated, (ii) specifying the insurers with whom the insurances are carried and (iii) containing
such other certifications and undertakings as are customarily provided to the Lenders, as requested by the Administrative Agent or
any Lender.

          5.6     Books and Records; Inspections;
Lenders Meetings.  Each Credit Party will keep proper books of record and account in which full, true and correct entries in
conformity with GAAP are made of all dealings and transactions in relation to its business and activities.  The Credit Parties will
permit any authorized representatives designated by any Lender to visit and inspect any of its facilities, to inspect, copy and take
extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants, all upon not less than five (5) Business Days prior written notice (unless a
Default or Event of Default shall have occurred and be continuing, in which circumstances only one (1) day's notice shall be
required) and at such reasonable times



60



 during normal business hours and as often as may reasonably be requested, in each case,
subject to any applicable confidentiality undertakings by any of the Credit Parties to third parties.  The Parent will, upon the
request of the Administrative Agent or Requisite Lenders, participate in a meeting of the Administrative Agent and the Lenders once
during each Fiscal Year to be held at the Chesterfield, Missouri Corporate Headquarters (or at such other location as may be agreed
to by the Parent and the Administrative Agent) at such time as may be agreed to by the Parent and the Administrative Agent.

          5.7     Compliance with Contractual
Obligations and Laws.  Each Credit Party will comply, and shall cause each of its Subsidiaries to comply, with the requirements
of all material Contractual Obligations and all applicable laws, rules, regulations and orders of any Governmental Authority
(including all Environmental Laws), noncompliance with which could reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.  The Parent shall cause each Unrestricted Subsidiary to comply in all material respects with its
obligations under each of the Tax Sharing Agreement and the Management Services Agreement.

          5.8     Environmental.

               (a)     Environmental
Disclosure.  The Parent will deliver to the Administrative Agent and the Lenders:

                    (i)     as
soon as reasonably practicable following receipt thereof, copies of notices of Environmental Claims, all final reports of
environmental audits, investigations and analyses of any kind or character, whether prepared by personnel of any Credit Party or by
independent consultants, governmental authorities or any other Persons, with respect to significant environmental matters at any
Facility which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

                    (ii)     written
notice describing in reasonable detail (A) any Release required to be reported to any federal, state or local governmental or
regulatory agency under any applicable Environmental Laws and any remedial action taken by such Person in response thereto which
could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) any Environmental Claims that,
individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect, and (C) any Borrower's
discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could cause such
Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof
under any Environmental Laws which could reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect;

                    (iii)     as
soon as reasonably practicable following the sending or receipt thereof by any Credit Party, a copy of any and all written
communications with respect to (A) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of
giving rise to a Material Adverse Effect, (B) any Release required to be reported to any federal, state or local governmental or
regulatory agency which could reasonably be expected to have a Material Adverse Effect, and (C) any request for information from any
governmental




61



 agency that suggests such agency is investigating whether such Credit Party may be potentially responsible for any
Release of Hazardous Materials;

                    (iv)     prompt
written notice describing in reasonable detail (A) any proposed acquisition of stock, assets, or property by any Credit Party that
could reasonably be expected to (i) expose any Credit Party to, or result in, Environmental Claims that could reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect or (ii) affect the ability of any Credit Party to maintain in
full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations
and (B) any proposed action to be taken by any Credit Party to modify current operations in a manner that could reasonably be
expected to subject any Credit Party to any additional material obligations or requirements under any Environmental Laws; and

                    (v)     with
reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative
Agent in relation to any matters disclosed pursuant to this Section 5.8(a).

               (b)     Hazardous
Materials Etc.  Each Credit Party shall promptly take, and shall cause each of its Subsidiaries (other than an Unrestricted
Subsidiary) promptly to take, any and all actions necessary to (i) contest or cure any alleged violation of applicable Environmental
Laws by any Credit Party that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and
(ii) make an appropriate response to any Environmental Claim against any Credit Party and contest or discharge any obligations it may
have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.

          5.9     Subsidiaries.  In the event
that, after the Effective Date, any Person becomes a Subsidiary of Parent, Parent shall, or shall cause such Person to, promptly (i)
deliver to the Administrative Agent certificates (accompanied by irrevocable undated stock powers, duly endorsed in blank and
otherwise reasonably satisfactory in form and substance to the Administrative Agent) representing the Capital Stock of such
Subsidiary, which shall be pledged pursuant to the Pledge and Security Agreement and shall deliver to the Administrative Agent such
other additional agreements or instruments, each in form and substance satisfactory to the Administrative Agent, as may be necessary
or desirable to create in favor of the Administrative Agent, for the benefit of Secured Parties, a valid and perfected First Priority
security interest in all of the Capital Stock of such Subsidiary, (ii) cause such Subsidiary to become a Guarantor hereunder and a
Grantor under the Pledge and Security Agreement by executing and delivering to the Administrative Agent a Counterpart Agreement, and
(iii) take all such other actions and execute and deliver, or cause to be executed and delivered, all such other documents,
instruments, agreements, and certificates similar to those described in Section 3.1.  With respect to each such Subsidiary, the
Borrowers shall promptly send to the Administrative Agent written notice setting forth with respect to such Subsidiary (i) the date
on which such Subsidiary became a Subsidiary of any Borrower, and (ii) all of the data required to be set forth in Schedules 4.1 and
4.2 with respect to all Subsidiaries of any Borrower, and such written notice shall be deemed to supplement Schedules 4.1 and 4.2 for
all purposes hereof.




62



          5.10     Material Real Estate Assets.
In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or that, after the Effective
Date becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral
Documents in favor of the Administrative Agent, for the benefit of Secured Parties, then such Credit Party, contemporaneously with
acquiring such Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and
delivered, all such mortgages, documents, instruments, agreements, opinions and certificates as may reasonably be requested by the
Administrative Agent with respect to each such Material Real Estate Asset to create in favor of the Administrative Agent, for the
benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security
interest in or lien on such Material Real Estate Asset.  Without prejudice to the generality of the foregoing, in order to create in
favor of the Administrative Agent, for the benefit of Secured Parties, a valid and, subject to any filing and recording referred to
herein, perfected First Priority security interest in Material Real Estate Assets, the Administrative Agent shall receive from the
applicable Credit Party:

               (a)     a fully
executed and notarized Mortgage or, as applicable, an assignment in favor of the Administrative Agent of any mortgage in existence as
of the date hereof in favor of Previous Agent , in proper form for recording in all appropriate places in all applicable
jurisdictions, encumbering such Material Real Estate Asset (each, a "Mortgaged Property");

               (b)     in the
case of each Mortgaged Property that is a Leasehold Property, a Landlord Consent and Estoppel and, if applicable, evidence that such
Leasehold Property is a Recorded Leasehold Interest;

               (c)     an
opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) in the state in which a Mortgaged
Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other
matters as the Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the
Administrative Agent;

               (d)     ALTA
mortgagee title insurance policies or unconditional commitments therefor or, as applicable, an assignment in favor of the
Administrative Agent of any title insurance policy or unconditional commitment therefor in existence as of the date hereof in favor
of Previous Agent, issued by a title company with respect to such Mortgaged Property in an amount not less than the fair market value
of such Mortgaged Property, together with a title report issued by a title company with respect thereto, and copies of all recorded
documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the
Administrative Agent, and evidence that all premiums, recording charges and other sums required in connection with the issuance of
all such title policies have been paid in full by the applicable Credit Party;

               (e)     evidence
of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood
Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors




63



 of the Federal Reserve
System, in form and substance satisfactory to the Administrative Agent; and

               (f)     ALTA
surveys of the Mortgaged Property, to the extent available.

In addition to the foregoing, each Borrower shall, at the request of Requisite Lenders, deliver, from time to time (but no more
frequently than once during any calendar year), to the Administrative Agent such appraisals as are required by law or regulation of
Real Estate Assets with respect to which the Administrative Agent has been granted a Lien.  Any Credit Party's obligation to deliver
or cause to be delivered a Landlord Consent and Estoppel to the Administrative Agent under clause (ii) above shall (in the case of
Real Estate Assets owned on the Effective Date which become Material Real Estate Assets, but not in the case of Material Real Estate
Assets acquired after the Effective Date, at which are located any switch or network operating center) be limited to such Credit
Party's reasonable commercial efforts.  The Administrative Agent, on behalf of the Lenders, hereby acknowledges and agrees that the
use of reasonable commercial efforts shall not require any Credit Party to pay money (other than reasonable fees) or waive any
contractual or other rights in order to obtain such Landlord Consent and Estoppel.

          5.11     Intentionally
Omitted. 

          5.12     Intentionally Omitted. 

          5.13     Certain Post Closing Matters. 

               (a)     Within
45 days after the Effective Date, the Borrowers shall furnish to the Administrative Agent (which the Administrative Agent shall
promptly furnish to the Lenders if requested) post-closing searches made with respect to the personal or mixed property (including
fixtures) of the Credit Parties, reflecting the filing of the UCC Financing Statements referred to in Section 3.1(g)(iii) hereof.

               (b)     Within
45 days of the acquisition of any new Leasehold Property (at which Collateral which is Network Critical Equipment or has an aggregate
net book value in excess of $1,000,000 is to be located) by any Credit Party, such Credit Party shall deliver to the Administrative
Agent, a Landlord Personal Property Collateral Access Agreement.  Each Credit Party shall not permit Collateral which is Network
Critical Equipment or has an aggregate net book value in excess of $1,000,000 at any time to be located at a new Leasehold Property
in respect of which such Credit Party has not delivered to the Administrative Agent, a Landlord Personal Property Collateral Access
Agreement.

          5.14     Intentionally Omitted.

          5.15     Further Assurances.  At any time
or from time to time upon the request of the Administrative Agent, each Credit Party will, at its expense, promptly execute,
acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent may request in order to
effect fully the purposes of the Credit Documents to which it is a party.  In furtherance and not in limitation of the foregoing,
each Credit Party




64



 shall take such actions as the Administrative Agent may request from time to time (including, without limitation,
the execution and delivery of guaranties, security agreements, pledge agreements, mortgages, deeds of trust, landlord's consents and
estoppels, control agreements, stock powers, financing statements and other documents, the filing or recording of any of the
foregoing, title insurance with respect to any of the foregoing that relates to any Real Estate Asset, and the delivery of stock
certificates and other collateral with respect to which perfection is obtained by possession) to ensure that the Obligations are
guarantied by the Guarantors and are secured by substantially all of the assets of each of the Credit Parties (including a pledge of
all of the Capital Stock of each of their respective Subsidiaries but not any Unrestricted Subsidiaries), as provided in this
Agreement.  Each Credit Party shall (i) at all times ensure that all Cash and Cash Equivalents at any time held by it are subject to
a valid and perfected first priority Lien in favor of the Lenders, and (ii) ensure that at all times that all Cash and Cash
Equivalents are in bank accounts subject to the account control agreements or are otherwise subject to the securities control
agreements.

     SECTION 6.     NEGATIVE COVENANTS

          Each Credit Party covenants and agrees that, until payment in full
in same day funds of all Obligations, it shall perform all applicable covenants in this Section 6.

          6.1     Indebtedness.  No Credit Party
shall, nor shall it permit any of its respective Subsidiaries (other than the Unrestricted Subsidiaries) to, directly or indirectly,
create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness,
except:

               (a)     the
Obligations and the Preferred Note;

               (b)     Indebtedness
of any Credit Party to any other Credit Party; provided,  (i) all such Indebtedness shall be unsecured and subordinated in right
of payment to the payment in full of the Obligations pursuant to the terms of an intercompany subordination agreement that is
satisfactory to Administrative Agent (Administrative Agent and the Lenders hereby acknowledging and agreeing that such subordination
provisions shall permit the free flow of funds among Credit Parties in connection with such Indebtedness prior to the occurrence of a
Default and thereafter upon the cure or waiver of such Default), and (ii) any payment by any such Credit Party under any
guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Credit Party to any
other Credit Party (including Borrowers) for whose benefit such payment is made;

               (c)     Indebtedness
which may be deemed to exist pursuant to any guaranties, Standby Letters of Credit, performance bonds, surety bonds, statutory,
appeal or similar obligations (other than for borrowed money) incurred in the ordinary course of business;

               (d)     guaranties
by any Credit Party of Indebtedness of another Credit Party with respect, in each case, to Indebtedness otherwise permitted to be
incurred pursuant to this Section 6.1;




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               (e)     Indebtedness
described in Schedule 6.1, but not any extensions, renewals or replacements of such Indebtedness except refinancings and extensions
of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon and to the Lenders than
the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the
Indebtedness being refinanced or extended; provided, such Indebtedness permitted above shall not (A) include Indebtedness of an
obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal
amount the Indebtedness being renewed, extended or refinanced or (C) be incurred, created or assumed if any Default or Event of
Default has occurred and is continuing or would result therefrom;

               (f)     Indebtedness
with respect to (i) the financing of the acquisition of fixed or capital assets secured by Liens permitted by Section 6.2(g) and (ii)
Capital Leases of Telecommunications Assets for use in the Telecommunications Business of the Credit Parties in an aggregate amount
not to exceed at any time $25,000,000; provided, however, that (i) (x) no more than $5,000,000 in the aggregate of such amount of
Indebtedness at any time shall be in respect of Capital Leases of or other Indebtedness secured by items which constitute Network
Critical Equipment, (y) with respect to Customer Premises Equipment, such financing may be used only for the acquisition of new
Customer Premises Equipment and no more than $10,000,000 in the aggregate of such amount of such Indebtedness at any time shall be in
respect of Capital Leases or other Indebtedness secured by items which constitute Customer Premises Equipment, and (z) with
respect to Collocation Equipment, such financing may be used only for the acquisition of new Collocation Equipment and no more than
$10,000,000 in the aggregate of such amount of Indebtedness at any time shall be in respect of Capital Leases or other Indebtedness
secured by items which constitute Collocation Equipment, and (ii) such Indebtedness (x) shall not have a maturity less than
thirty-six months, (y) shall bear interest on a current-pay basis at a rate no greater than the greater of (A) ten percent (10%), and
(B) the sum of the then current Adjusted Eurodollar Rate (for Interest Periods of six months) plus six percent (6%), unless
adjustment is made to the Applicable Margin in accordance with the definition thereof, and (z) shall be unsecured, or shall be
secured only by the capital assets being acquired with the proceeds of such Indebtedness; provided, further,
however, that in the event (x) the Parent on a consolidated basis becomes EBITDA positive for any one month period ending on
or prior to February 28, 2003, and (y) the then current Financial Plan projects the Parent on a consolidated basis will remain EBITDA
positive for each month ending on or after February 28, 2003, the $25,000,000 limit contained in this clause (ii) may be increased,
dollar-for-dollar, by the amount of additional Cash equity contributions received by the Parent subsequent to the date Parent on a
consolidated basis becomes EBITDA positive, to the extent that such Cash equity contributions received by the Parent, together with
Cash equity proceeds from the sale of Series A Preferred Stock prior thereto, exceed $60,000,000 in the aggregate, such excess to be
distributed according to the ratio of the amounts set forth above with respect to Network Critical Equipment, Customer Premises
Equipment and Collocation Equipment to $25,000,000;

               (g)     unsecured
Indebtedness of up to $5,000,000 for working capital purposes;




66



               (h)     with
respect to Parent, additional Indebtedness of Parent (other than as set forth in this Section 6.1) after the Effective Date; provided
that (i)(A) the terms of such additional Indebtedness shall not contain any cross-default provisions (but may include a
cross-acceleration provision), (B) the terms of such additional Indebtedness shall not contain any financial maintenance or
performance covenants, (C) such additional Indebtedness shall not be secured by any asset of Parent or any of its Subsidiaries (other
than restricted Cash or Cash Equivalents allocated from the funds representing such Indebtedness securing prefunded interest
payments), (D) no portion of the principal of such additional Indebtedness shall be scheduled to be nor shall be redeemed,
repurchased or otherwise repaid or prepaid (voluntarily or mandatorily), nor shall any Cash interest be payable or paid, prior to the
date that is six months after the Maturity Date, (E) such Indebtedness shall otherwise be on terms then customary for high-yield debt
Securities of comparable issuers; and (F) such Indebtedness shall be subordinate to the Obligations; and (ii) the Lenders shall have
received evidence reasonably satisfactory to Requisite Lenders, that, after giving effect to the incurrence of such Indebtedness no
Default or Event of Default shall exist;

               (i)     Indebtedness
not in excess of $2,500,000 in the aggregate assumed in connection with a transaction permitted under Section 6.5(l) or 6.8, provided
that the terms and conditions of such Indebtedness are no more favorable to the holders thereof than the terms and conditions of the
Loans;

               (j)     Indebtedness
assumed in connection with a transaction permitted under Section 6.7(h); and

               (k)     Indebtedness
assumed in connection with a network swap transaction permitted under Section 6.8.

Notwithstanding the foregoing, except upon the Parent's request and with the Requisite Lenders' consent, Unrestricted Subsidiaries
of the Holding Company may not create, incur, assume or guaranty, or otherwise become or remain liable with respect to any
Indebtedness, other than Indebtedness described on Schedule 6.1.

          6.2     Liens.  No Credit Party shall,
directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any of its property or assets of any
kind (including, without limitation, any document or instrument in respect of goods or accounts receivable, and the Capital Stock of
any Credit Party, and in the case of the Holding Company, the Capital Stock and assets of its Unrestricted Subsidiaries), whether now
owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any
financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC of
any State or under any similar recording or notice statute, except:

               (a)     Liens
in favor of the Administrative Agent for the benefit of Secured Parties granted pursuant to any Credit Document;




67



               (b)     Liens
for Taxes not yet due or that are being contested in good faith by appropriate proceedings, provided that adequate reserves with
respect thereto are maintained on the books of the Parent and its Subsidiaries as may be required in conformity with GAAP;

               (c)     carriers',
warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not
overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;

               (d)     pledges
or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; 

               (e)     deposits
to secure the performance of bids, trade contracts (other than for borrowed money), leases, Standby Letters of Credit, statutory
obligations, surety, customs and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary
course of business; 

               (f)     easements,
rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that are not substantial in
amount and that, individually or in the aggregate, do not materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business any Credit Party;

               (g)     Liens
securing Indebtedness of any Credit Party incurred pursuant to Section 6.1(f), provided that (i) such Liens shall be created
substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens do not at any time encumber any
property other than the property financed by such Indebtedness, and (iii) the amount of the Indebtedness secured thereby is not
increased beyond the cost of such acquisition;

               (h)     interest
or title of a lessor (or sublessor) under any lease (or sublease) entered into by any Credit Party in the ordinary course of its
business and covering only the assets so leased (or subleased);

               (i)     judgment
Liens with respect to judgments not in excess of $4,000,000 in the aggregate and with respect to which Lien execution has been stayed
within thirty (30) days by appropriate judicial proceedings or the posting of an appeal bond or other security; 

               (j)     statutory
and common law landlord's Liens under leases to which any Credit Party is a party; and 

               (k)     Liens
securing Indebtedness permitted pursuant to Section 6.1(i) or 6.1(j), provided that such Lien was not created in contemplation of or
in connection with the assumption of such Indebtedness, and such Lien is limited to the assets being acquired in connection with a
transaction in which such Indebtedness is being assumed. 




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          6.3     Equitable Lien; No Further
Negative Pledges.   No Credit Party shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of
its properties or assets, whether now owned or hereafter acquired, except for (a) specific property encumbered by Permitted Liens to
secure the payment of particular Indebtedness permitted hereunder, or specific property to be sold pursuant to an executed agreement
in respect of a permitted Asset Sale or any other disposition of assets not constituting an Asset Sale, and (b) restrictions by
reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar
agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets
secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be).  Parent
shall not enter into any agreement that prohibits or limits the ability of any Credit Party to create, incur, assume or suffer to
exist any Lien upon the Capital Stock of any Credit Party other than this Agreement and the other Credit Documents. 

          6.4     Restricted Payments; Restrictions
on Subsidiary Distributions.  

               (a)     No
Credit Party shall directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment. 

               (b)     Except
as provided herein, no Credit Party shall create or otherwise cause or suffer to exist or become effective any consensual encumbrance
or restriction of any kind on the ability of any such Credit Party to (i) pay dividends or make any other distributions on any of
Subsidiary's Capital Stock owned by the Parent or any other Subsidiary of the Parent, (ii) make loans or advances to any other Credit
Party, or repay or prepay any Indebtedness owed by such Credit Party to another Credit Party, or (iii) transfer any of its property
or assets to any other Credit Party other than (1) customary provisions restricting assignments, subletting or other transfers
contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, and
(2) restrictions that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any
property, assets or Capital Stock not otherwise prohibited under this Agreement to the extent imposed on such property, assets or
Capital Stock.

          6.5     Investments.  No Credit Party
shall directly or indirectly make or own any Investment in any Person, including without limitation any Joint Venture, except:

               (a)     Cash
Equivalents;

               (b)     equity
Investments owned as of the Effective Date in any Subsidiary and Investments made after the Effective Date in any Subsidiary (other
than any Unrestricted Subsidiary); 

               (c)     Investments
(i) in accounts receivable arising and trade credit granted in the ordinary course of business and in any Securities received in
satisfaction or partial satisfaction thereof from financially troubled account debtors or in satisfaction of a judgment and (ii)
deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with the past practices of
the Credit Parties;




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               (d)     intercompany
loans between Credit Parties to the extent permitted under Section 6.1(b);

               (e)     Investments
described in Schedule 6.5;

               (f)     Investments
in prepaid expenses, negotiable instruments held for collection and lease, utility, workers' compensation, performance and other
similar deposits in the ordinary course of business;

               (g)     with
respect to the Holding Company, promissory notes and other Indebtedness received in connection with the sale of any Unrestricted
Subsidiary; provided that any such promissory note (or series of related promissory notes) payable in a principal amount equal to or
greater than $250,000 shall have been delivered to the Administrative Agent to be held as Collateral pursuant to the Pledge and
Security Agreement;

               (h)     capital
expenditures otherwise permitted hereunder;

               (i)     loans
and advances to employees made in the ordinary course of business up to an aggregate amount not to exceed $1,000,000, plus loans to
employee stockholders of the Parent to fund their purchase of Series A Preferred Stock pursuant to any such loan program approved by
the Parent's board of directors, and limited in amount to $6,037,637;

               (j)     the
Credit Parties may make Investments in the Telecommunications Business in the United States, provided (i) no cash consideration is
paid for such Investment, (ii) no Indebtedness is assumed or incurred in connection with such Investment, (iii) the Parent shall
provide to the Administrative Agent and the Lenders, prior to the consummation of such Investment, pro-forma financial information
demonstrating that, after giving effect to such Investment, there shall be no deterioration in projected EBITDA of the Credit Parties
(as customarily calculated by the Parent);

               (k)     promissory
notes and other Indebtedness received in connection with sales or other dispositions of assets permitted by Section 6.7 in an
aggregate amount not to exceed $3,000,000 at any one time outstanding; provided, however, that any such promissory note (or series of
related promissory notes) payable in a principal amount equal to or greater than $250,000 shall have been delivered to the
Administrative Agent to be held as Collateral pursuant to the Pledge and Security Agreement, with similar treatment to be provided to
promissory notes and other evidence of Indebtedness received by the Holding Company in connection with the sale of any Unrestricted
Subsidiary;

               (l)     other
Cash Investments by any Credit Party constituting an acquisition by any Credit Party, whether by purchase or otherwise (other than
any merger involving either Borrower or the Holding Company that is not permitted under Section 6.7(h) or (i)) of all or
substantially all of the assets of, all of the Capital Stock of, or a business line or unit or a division of, any Person; provided,
however, with respect to any such acquisition, each of the




70



 following requirements shall be met (any such acquisition meeting all such
requirements shall be a "Permitted Acquisition"): 

                    (i)
     immediately prior to, and after giving effect thereto, no Default or Event of Default shall have
occurred and be continuing or would result therefrom and the Total Leverage Ratio of the ultimate parent entity surviving such
acquisition or other transaction, giving effect to the consummation thereof, is no greater that the Total Leverage Ratio of Parent
and its Subsidiaries prior thereto;

                    (ii)
     all transactions in connection therewith shall be consummated in accordance with all applicable laws
and in conformity with all applicable Governmental Authorizations;

                    (iii)
     in the case of the acquisition of Capital Stock, (A) all of the Capital Stock (except for any such
Securities in the nature of directors' qualifying shares required pursuant to applicable law), acquired or otherwise issued by such
Person or any newly formed Subsidiary of Parent in connection with such acquisition shall be owned 100% by Parent or a Subsidiary,
and (B) Parent shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary, each of the actions set
forth in Section 5.9, as applicable;

                    (iv)
     the Parent and its Subsidiaries shall be in compliance with, immediately before and after giving pro
forma effect to such acquisition, Section 6.6;

                    (v)
     Parent shall have delivered to Administrative Agent (which Administrative Agent shall promptly furnish
to the Lenders) (A) at least 10 Business Days prior to such proposed acquisition, a Compliance Certificate evidencing pro forma
compliance with Section 6.6 as required under clause (iv) above, together with all relevant financial information with respect to
such acquired assets, including, without limitation, the aggregate consideration for such acquisition and any other information
required to demonstrate pro forma compliance with Section 6.6;

                    (vi)     
any Person or assets or division as acquired in accordance herewith shall be in same business or lines of business in which Parent
and its Subsidiaries are engaged as of the Effective Date or such other lines of business as may be consented to by Requisite
Lenders;

                    (vii)     
the principal operations of all Persons, assets or divisions acquired shall be located either (I) in a Market in which any Credit
Party is engaged in the Telecommunications Business as of the Effective Date or (II) in one of the Pre-approved Borrower Markets
(other than those located in New Mexico, Texas, Wisconsin or Minnesota) designated in writing by the Parent to the Administrative
Agent or (III) in an Other Market or Pre-approved Borrower Market located in New Mexico, Texas, Wisconsin or Minnesota designated by




71



Borrower in writing to Administrative Agent and approved by Requisite Lenders in their absolute discretion; provided in each case (A)
the principal operations, assets or divisions acquired are related to the Telecommunications Business of Parent and its Subsidiaries,
(B) not less than ten (10) Business Days prior to consummation of such Permitted Acquisition, the Parent shall provide the
Administrative Agent with a revised Financial Plan demonstrating that (1) the business of Parent and its Subsidiaries in all proposed
and existing Geographic Markets, as described in such revised Financial Plan, is fully financed, (2) the Parent is in pro forma
compliance with Section 6.6 as required pursuant to clause (iv) and (v) above, (3) the Credit Parties on a consolidated basis
are projected to become EBITDA positive no later than would be the case without the making of the Permitted Acquisition, (4) the
Credit Parties on a consolidated basis are projected to achieve positive Free Cash Flow from Operations no later than would be the
case without the making of the Permitted Acquisition, and (5) such Permitted Acquisition will have no adverse effect on the cash
"cushion" described in the Updated Financial Plan, (C) that the acquisition is not projected to reduce EBITDA on a pro
forma basis as to any future Fiscal Quarter in comparison to the Updated Financial Plan, and (D) if applicable, the Parent shall
have demonstrated with respect to such Permitted Acquisition that the Total Acquisition Cost per Access Line is not more than 105% of
the organic Total Acquisition Cost Per New Customer of the Credit Parties during the most recent Fiscal Quarter;

                    (viii)     
the aggregate cash portion of the purchase price paid in connection with all such acquisitions since the Effective Date does not
exceed an amount equal to the sum of (a) $10,000,000 plus (b) the sum of (i) the amount of Cash equity contributions in excess of
$75,000,000 received by Parent through the sale of Series A Preferred Stock plus (ii) the amount of any other Cash equity
contributions received by Parent subsequent to the Effective Date, to the extent that such Cash equity contributions received by
Parent, together with Cash equity proceeds from the sale of Series A Preferred Stock, exceed $75,000,000; and

                    (ix)     the
assets or Capital Stock being acquired pursuant to such Permitted Acquisition shall be subject to a Lien granted to the
Administrative Agent pursuant to the Pledge and Security Agreement.

               (m)     in the
case of the Holding Company, Investments in Unrestricted Subsidiaries made for the routine operation and maintenance of the aircraft
currently operated by GCI Transportation Company L.L.C. in an aggregate amount in any Fiscal Year not to exceed $100,000.

Notwithstanding anything to the contrary set forth in this Section 6.5, upon any permitted acquisition or other purchase or
acquisition of assets or of the Capital Stock any other Person by the Parent or any other Credit Party as permitted above, for so
long as the Obligations are outstanding, the Administrative Agent's First Priority perfected security interest and Lien in the
Collateral of the Parent and the Credit Parties, including any new Credit Parties, shall be continued without impairment of any
kind.




72



          6.6     Minimum Available Cash.  At
all times, the Borrowers shall maintain minimum Available Cash of not less than $3,000,000. 

          6.7     Fundamental Changes; Disposition
of Assets.  No Credit Party shall enter into any transaction of merger or consolidation (other than a Permitted Acquisition), or
liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or sub-lease (as lessor or
sublessor), transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its
business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now
owned or hereafter acquired, except:

               (a)     any
Credit Party may be merged with or into any other Credit Party, or be liquidated, wound up or dissolved, or all or any part of its
business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of
transactions, to any other Credit Party; provided, in the case of such a merger with the Parent, the Parent shall be the continuing
or surviving Person and in the case of such a merger with any Guarantor Subsidiary, a Wholly Owned Subsidiary of the Borrowers shall
be the continuing or surviving Person;

               (b)     sales
or other dispositions of assets that do not constitute Asset Sales;

               (c)     licenses
to or from other Persons of Intellectual Property by the Parent or any Subsidiary;

               (d)     Intentionally
Omitted;

               (e)     Intentionally
Omitted;

               (f)     sales
of the Capital Stock of Unrestricted Subsidiaries;

               (g)     Asset
Sales, subject to the requirements of Section 2.12;

               (h)     Finance
may enter into a merger or other combination with any other Person only if, not less than thirty days prior to any such proposed
merger or business combination, the Parent shall have provided the Lenders with information (verified, if so requested by the
Lenders, by an independent third-party consultant (whether a Big Four accounting firm or other consultant with CLEC industry
expertise, in either event satisfactory to the Lenders) demonstrating that each of the following criteria for the merger partner or
other Person entering into a combination with Finance (together with its Subsidiaries, if any, and any other Persons consolidated
with such Person, the "Merger Partner") is met:

          Assuming that the Total Debt of the Parent and its Subsidiaries on a
consolidated basis, over the Total Debt of the Merger Partner, expressed as a fraction, is X, then each of the following shall be
true:



73



                    (i)     the
revenues of the Merger Partner for the most recent trailing four quarter period for which financial statements are available,
multiplied by X, are no less than the revenues of the Parent and its Subsidiaries over such period;

                    (ii)     EBITDA
of the Merger Partner for the trailing four quarter period for which financial statements are available, multiplied by X,  is no less
than or, if negative, that the loss is no greater than, EBITDA for the Parent and its Subsidiaries for such period;

                    (iii)     that
at the time of the proposed merger, the Merger Partner's Access Lines, multiplied by X, shall equal or exceed the Access Lines of the
Parent and Subsidiaries; 

                    (iv)     the
Merger Partner's property, plant and equipment, as shown on its most recent balance sheet, multiplied by X, is not less than the
property, plant and equipment of the Parent and its Subsidiaries, as shown on the most recent balance sheet of the Parent and its
Subsidiaries; and

                    (v)     the
terms and conditions of the Total Debt of the Merger Partner shall be on terms and conditions no more favorable to the holders
thereof than the terms and conditions of the Loans.

               In the event that each of the foregoing
criteria is satisfied, the Lenders shall have ten days from  receipt of all such information and any supporting information regarding
the merger requested by either Lender in which to agree to give their consent, such consent to be delivered in writing and not to be
unreasonably withheld, and the Lenders further agree to negotiate reasonably and in good faith with the holders of the Total Debt of
the Merger Partner to arrive at appropriate and mutually satisfactory intercreditor arrangements.  In the event the Lenders fail to
give such written consent within such ten-day period, Finance may not enter into such merger.

               For purposes of this Section,
"Total Debt" shall mean all Indebtedness of such Person; provided, however, that with respect to Indebtedness which by its
terms accrues but does not pay interest, the amount of Indebtedness shall be deemed to be the principal amount plus any accrued or
accreted interest; and

               (i)     The
Parent or the Holding Company may enter into a merger with any Person only if, not less than thirty (30) days prior to any such
proposed merger, the Parent shall have provided the Administrative Agent and the Lenders with a revised Financial Plan demonstrating
that its business plan remains fully-financed, and shall certify that, both before and after giving effect to any such merger, no
Event of Default then exists or would be caused thereby.

               Notwithstanding anything to the contrary
set forth in this Section 6.7, upon the merger of any Credit Party with any other Person permitted under this Agreement, for as long
as the Obligations are outstanding, the Administrative Agent's First Priority perfected security




74



 interest and Lien in the Collateral
of such Credit Party shall be continued without impairment of any kind.

          6.8     Network Swaps.  Other than a
network swap transaction consisting solely of an Indirect Geographic Market, no Credit Party shall enter into any network swap
transaction, except for a network swap transaction as to which: 

               (a)     Administrative
Agent shall have received (10) Business Days notice prior to such network swap, and 

               (b)     prior
to consummation of such network swap, the Parent shall have provided the Administrative Agent with a revised Financial Plan
demonstrating that (w) the Credit Parties on a consolidated basis are projected to become EBITDA positive no later than would be the
case without the making of the network swap, (x) the Credit Parties on a consolidated basis are projected to achieve positive Free
Cash Flow from Operations no later than would be the case without the making of the network swap, (y) such network swap will have no
adverse effect on the cash "cushion," and (z) the network swap is not projected to reduce EBITDA on a pro forma basis as to
any future Fiscal Quarter, in each case, as set forth or described in, or compared to, the Updated Financial Plan, without giving
effect to any other Financial Plan delivered to the Administrative Agent and the Lenders after the date hereof pursuant to Section
5.1(j), and

               (c)     the
Indebtedness assumed in connection with such network swap is permitted under Section 6.1(i) hereof, and

               (d)     in
accordance with the Pledge and Security Agreement, the applicable Credit Party shall have granted to the Administrative Agent, for
the benefit of the Lenders, a security interest in any assets received by such Credit Party in consideration for such network swap,
which security interest shall be subject to no Liens other than Permitted Liens.

          Notwithstanding anything contained herein to the contrary, the network
swaps transactions consummated by the Credit Parties shall not exceed five (5) Geographic Markets (excluding any Indirect Geographic
Markets) in the aggregate during the term of this Agreement.

          6.9     Disposal of Subsidiary
Interests.  Except for any sale of all of its interest in the Capital Stock of any of its Subsidiaries in compliance with the
provisions of Section 6.7, no Credit Party shall, nor shall they permit any of their respective Subsidiaries to, directly or
indirectly sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of their respective Subsidiaries (other
than Unrestricted Subsidiaries), except to another Credit Party (subject to the restrictions on such disposition otherwise imposed
hereunder), or to qualify directors if required by applicable law.

          6.10     Sales and Lease-Backs.
Except as described on Schedule 6.1 and subject to the proviso therein (but not any amendment, replacement or refinancing thereof),
no Credit Party shall, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to
any lease of any property (whether real, personal or mixed), whether now




75



 owned or hereafter acquired, which the Parent or any of its
Subsidiaries (a) has sold or transferred or is to sell or to transfer to any other Person (other than the Parent or any of its
Subsidiaries, or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or
transferred by the Parent or any of its Subsidiaries to any Person (other than the Parent or any of its Subsidiaries) in connection
with such lease.

          6.11     Sale or Discount of
Receivables.  No Credit Party shall, directly or indirectly, sell with recourse, or discount or otherwise sell for less than the
face value thereof, any of its notes or accounts receivable (it being understood that the restrictions contained in this Section 6.11
shall not apply to any write-off of bad debt in the ordinary course of business consistent with prior practice).

          6.12     Transactions with Shareholders,
Affiliates and Unrestricted Subsidiaries.  The Parent shall not, nor shall it permit its respective Subsidiaries (other than
Unrestricted Subsidiaries) to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with (i) any holder of 10% or more of any class of Capital Stock
of the Parent or (ii) any Affiliate of the Parent or of any such holder (other than in either case, a Subsidiary of the Parent) or
(iii) any Unrestricted Subsidiary or any Affiliate of any Unrestricted Subsidiary, on terms that are less favorable to the Parent or
that Subsidiary or Affiliate, as the case may be, than those that might be obtained at the time from a Person who is not such a
holder or Affiliate or Unrestricted Subsidiary; provided that, without prejudice to the generality of the foregoing, the
Holding Company shall not directly or indirectly provide any services to any Unrestricted Subsidiary other than pursuant to the
Management Services Agreement; provided, the foregoing restriction shall not apply to (a) any transaction among Credit
Parties; (b) reasonable and customary director fees and expenses paid to, and reasonable and customary indemnity provided on behalf
of officers and directors of the Parent and its Subsidiaries; (c) compensation arrangements for officers and other employees of the
Parent and its Subsidiaries entered into in the ordinary course of business; (d) transactions described in Schedule 6.12; and
(e) Investments previously made by the Parent in Unrestricted Subsidiaries. 

          6.13     Conduct of Business.  From
and after the Effective Date, no Credit Party shall engage in any business other than (a) the Telecommunications Business, in the
Geographic Markets and (b) such other lines of business as may be consented to by Requisite Lenders.

          6.14     Amendments or Waivers of Related
Agreements.  No Credit Party shall amend or otherwise modify any material terms of the Management Services Agreement or the Tax
Sharing Agreement in a manner which is, in the reasonable opinion of the Administrative Agent, materially adverse to the Lenders,
without in each case obtaining the prior written consent of Requisite Lenders to such amendment, or other modification.  The
Borrowers shall ensure that a copy of any amendment or other modification of a Related Agreement (whether or not requiring such
consent pursuant to this Section 6.14) is promptly delivered to the Administrative Agent.

          6.15     Disposition of Licenses,
etc.  From and after the Effective Date, no Credit Party may sell, assign, transfer or otherwise dispose or attempt to dispose of
in any way any




76



 Governmental Authorization or any other licenses, permits or approvals, the assignments, transfer or disposal of which
could reasonably be expected to result in a Material Adverse Effect, without the prior written consent of the Requisite Lenders.

          6.16     Fiscal Year.  No Credit Party
shall change its Fiscal Year-end from December 31st.

          6.17     Unrestricted Subsidiaries.

               (a)     Without
the Requisite Lenders' consent, the Parent may not establish any new Unrestricted Subsidiaries.  

               (b)     The
Parent may make a capital contribution of the Capital Stock of any Unrestricted Subsidiary to any Credit Party such that it ceases be
an Unrestricted Subsidiary and becomes a Subsidiary of a Credit Party (an "RS Conversion") only if:

                    (i)     such
Subsidiary is engaged in the Telecommunications Business in a Geographic Market or in an Other Market which, following written
request by the Parent, the Requisite Lenders agree to designate as a Geographic Market;

                    (ii)     no
Event of Default shall have occurred and be continuing at the time of or after giving effect to such RS Conversion;

                    (iii)     after
giving effect to such RS Conversion, the Parent and each of it Subsidiaries would be in compliance with each of the covenants set
forth in Section 6.

                    (iv)     the
Parent has delivered to the Administrative Agent (x) written notice of such RS Conversion, (y) a certificate, dated the effective
date of such RS Conversion, of an Authorized Officer of the Parent stating that no Event of Default has occurred and is continuing
and (z) a revised Financial Plan in form and substance satisfactory to the Administrative Agent which revised Financial Plan
demonstrates that (i) the Parent's business (after giving effect to such RS Conversion) in all existing and proposed Geographic
Markets, as described in such revised Financial Plan, is fully financed; and 

                    (v)     all
Indebtedness of such Subsidiary outstanding and all Liens on assets of such Subsidiary existing immediately following the RS
Conversion would, if initially incurred at such time, have been permitted to be incurred pursuant to Section 6.1, and Section 6.2.

               (c)     No
Credit Party shall at any time (x) provide a Guaranty of any Indebtedness of any Unrestricted Subsidiary, (y) be directly or
indirectly liable for any Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly liable for any other
Indebtedness which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon (or cause such
Indebtedness or the payment thereof to be accelerated, payable or subject to repurchase prior to its final scheduled maturity) upon
the occurrence of a default with respect to any other Indebtedness that is Indebtedness of an Unrestricted Subsidiary.




77



          6.18     Formation of New
Subsidiaries.  No Credit Party may form or acquire any Subsidiary after the Effective Date without prior written notice to the
Administrative Agent and compliance with Section 5.9 hereof as well as the applicable provisions of the Pledge and Security
Agreement. 

     SECTION 7.     GUARANTY

          7.1     Guaranty of the
Obligations.  Subject to the provisions of Section 7.2, the Guarantors jointly and severally hereby irrevocably and
unconditionally guaranty to the Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in
full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section
362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the "Guaranteed Obligations").

          7.2     Contribution by Guarantors.


               (a)     Each
Guarantor desires to allocate among themselves (collectively, the "Contributing Guarantors"), in a fair and
equitable manner, their obligations arising under this Guaranty.  Accordingly, in the event any payment or distribution is made on
any date by a Guarantor (a "Funding Guarantor") under this Guaranty that exceeds its Fair Share as of such date,
such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in the amount of such other
Contributing Guarantor's Fair Share Shortfall as of such date, with the result that all such contributions will cause each
Contributing Guarantor's Aggregate Payments to equal its Fair Share as of such date.  "Fair Share" means, with
respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share
Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with
respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all
Funding Guarantors under this Guaranty in respect of the obligations Guarantied.  "Fair Share Shortfall" means, with
respect to a Contributing Guarantor as of any date of determination, the excess, if any, of the Fair Share of such Contributing
Guarantor over the Aggregate Payments of such Contributing Guarantor.  "Fair Share Contribution Amount" means, with
respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such
Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a
fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of
state law; provided, solely for purposes of calculating the "Fair Share Contribution Amount" with respect to
any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by
virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall
not be considered as assets or liabilities of such Contributing Guarantor.  "Aggregate Payments" means, with respect
to a Contributing Guarantor as of any date of determination, an amount equal to (a) the aggregate amount of all payments and
distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including, without limitation,
in respect of this Section 7.2), minus (b) the aggregate




78



 amount of all payments received on or before such date by such Contributing
Guarantor from the other Contributing Guarantors as contributions under this Section 7.2.  The amounts payable as contributions
hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding
Guarantor.  The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed
in any way to limit the liability of any Contributing Guarantor hereunder.  Each Guarantor is a third party beneficiary to the
contribution agreement set forth in this Section 7.2.

               (b)     Anything
contained in this guaranty to the contrary notwithstanding, if any Fraudulent Transfer Law (as hereinafter defined) is determined by
a court of competent jurisdiction to be applicable to the obligations of any Guarantor under this guaranty, such obligations of such
Guarantor hereunder shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations
hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any
applicable provisions of comparable state law or foreign law (collectively, the "Fraudulent Transfer Laws"), in each
case after giving effect to all other liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent
Transfer Laws (specifically excluding, however, any liabilities of such Guarantor (x) in respect of intercompany indebtedness to the
Borrowers or other Affiliates of the Borrowers to the extent that such indebtedness would be discharged in an amount equal to the
amount paid by such Guarantor hereunder and (y) under any guaranty of unsecured subordinated notes which guaranty contains a
limitation as to maximum amount similar to that set forth in this subsection 7.2(b)), and after giving effect as assets to the value
(as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, reimbursement,
indemnification or contribution of such Guarantor pursuant to applicable law or pursuant to the terms of any agreement as
contemplated by subsection 7.2(a).

          7.3     Payment by Guarantors.
Subject to Section 7.2, the Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of
any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of
the Borrowers to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), the Guarantors will upon demand pay, or cause to be
paid, in Cash, to the Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid
principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations
(including interest which, but for the Borrowers' becoming the subject of a case under the Bankruptcy Code, would have accrued on
such Guaranteed Obligations, whether or not a claim is allowed against the Borrowers for such interest in the related bankruptcy
case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

          7.4     Liability of the Guarantors
Absolute.  Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and
shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or




79



 surety other than
payment in full of the Guaranteed Obligations in Cash.  In furtherance of the foregoing and without limiting the generality thereof,
each Guarantor agrees as follows:

               (a)     this
Guaranty is a guaranty of payment when due and not of collectibility.  This Guaranty is a primary obligation of each Guarantor and
not merely a contract of surety;

               (b)     the
Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any
dispute between the Borrowers and any Beneficiary with respect to the existence of such Event of Default;

               (c)     the
obligations of each Guarantor hereunder are independent of the obligations of the Borrowers and the obligations of any other
guarantor (including any other Guarantor) of the obligations of the Borrowers, and a separate action or actions may be brought and
prosecuted against such Guarantor whether or not any action is brought against the Borrowers or any of such other guarantors and
whether or not the Borrowers are joined in any such action or actions;

               (d)     payment
by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any
Guarantor's liability for any portion of the Guaranteed Obligations which has not been paid.  Without limiting the generality of the
foregoing, if the Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor's covenant to pay a portion
of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of
the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such
Guarantor in Cash, limit, affect, modify or abridge any other Guarantor's liability hereunder in respect of the Guaranteed
Obligations;

               (e)     any
Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability
hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor's liability hereunder, from
time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or
terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of
performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate
the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed
Obligations and take and hold security for the payment hereof of the Guaranteed Obligations; (iv) release, surrender, exchange,
substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment
of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including
any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for
the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or
exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its
discretion may determine consistent herewith or any applicable security agreement, including foreclosure on any such




80



 security
pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and
even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any
Guarantor against the Borrowers or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it
under the Credit Documents; and

               (f)     this
Guaranty and the obligations of the Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction,
limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations in Cash),
including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i)
any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of
court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy
(whether arising under the Credit Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any
agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii)
any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including
provisions relating to events of default) hereof, any of the other Credit Documents or any agreement or instrument executed pursuant
thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the
terms hereof or such Credit Document, such other agreement relating to such other guaranty or security; (iii) the Guaranteed
Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv)
the application of payments received from any source (other than payments received pursuant to the other Credit Documents or from the
proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for
indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though
any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary's
consent to the change, reorganization or termination of the corporate structure or existence of the Credit Parties and to any
corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest
in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which the Borrowers
may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of
warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or
omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as
an obligor in respect of the Guaranteed Obligations.

          7.5     Waivers by the Guarantors.
Each Guarantor hereby waives, for the benefit of Beneficiaries:  (a) any right to require any Beneficiary, as a condition of payment
or performance by such Guarantor, to (i) proceed against the Borrowers, any other guarantor (including any other Guarantor) of the
Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrowers, any such other
guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of
any Beneficiary in favor of the Borrowers or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary
whatsoever; (b) any defense arising by reason of the




81



 incapacity, lack of authority or any disability or other defense of the
Borrowers or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the
Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the
Borrowers or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations in Cash; (c) any defense
based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other
respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary's errors or omissions in the
administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) any principles or provisions of law,
statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such
Guarantor's obligations hereunder; (f) the benefit of any statute of limitations affecting such Guarantor's liability hereunder or
the enforcement hereof; (g) any rights to set-offs, recoupments and counterclaims, and promptness, diligence and any requirement that
any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (h) notices,
demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance
hereof, notices of default hereunder or any agreement or instrument related thereto, notices of any renewal, extension or
modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrowers and
notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (i) any defenses or benefits
that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict
with the terms hereof.

          7.6     Guarantors' Rights of Subrogation,
Contribution, etc.  Until the Guaranteed Obligations shall have been indefeasibly paid in full in Cash, each Guarantor hereby
waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against the Borrowers or any
other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations
hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or
otherwise and including without limitation any right of subrogation, reimbursement or indemnification that such Guarantor now has or
may hereafter have against the Borrowers with respect to the Guaranteed Obligations, any right to enforce, or to participate in, any
claim, right or remedy that any Beneficiary now has or may hereafter have against the Borrowers, and any benefit of, and any right to
participate in, any collateral or security now or hereafter held by any Beneficiary.  In addition, until the Guaranteed Obligations
shall have been indefeasibly paid in full in Cash and the Commitments shall have terminated, each Guarantor shall withhold exercise
of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed
Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2.  Each Guarantor further
agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement,
indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any
reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against the Borrowers or against any
collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and
subordinate to any rights any Beneficiary may have against




82



 the Borrowers, to all right, title and interest any Beneficiary may have
in any such collateral or security, and to any right any Beneficiary may have against such other guarantor.  If any amount shall be
paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all
Guaranteed Obligations shall not have been finally and indefeasibly paid in full in Cash, such amount shall be held in trust for the
Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of
Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms hereof.

          7.7     Subordination of Other
Obligations.  Any Indebtedness of any Credit Party now or hereafter held by any Guarantor (the "Obligee Guarantor") is
hereby subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected or received by the Obligee
Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of
Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries to be credited and
applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee
Guarantor under any other provision hereof.

          7.8     Continuing Guaranty.  This
Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been finally and
indefeasibly paid in full in Cash.  Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future
transactions giving rise to any Guaranteed Obligations.

          7.9     Authority of the Guarantors or the
Borrowers.  It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or the Borrowers or
the officers, directors or any the Administrative Agent acting or purporting to act on behalf of any of them.

          7.10     Financial Condition of the
Borrowers.  Any additional extensions of credit hereunder (by amendment, restatement or other modification of this Agreement, or
otherwise) may be made to the Borrowers or continued from time to time, without notice to or authorization from any Guarantor
regardless of the financial or other condition of the Borrowers at the time of any such grant or continuation.  No Beneficiary shall
have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor's assessment, of the financial
condition of the Borrowers.  Each Guarantor has adequate means to obtain information from the Borrowers on a continuing basis
concerning the financial condition of the Borrowers and their respective ability to perform its obligations under the Credit
Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Borrowers
and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.  Each Guarantor hereby waives and
relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or
conditions of the Borrowers now known or hereafter known by any Beneficiary.

          7.11     Bankruptcy, etc.




83



               (a)     So
long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of the Administrative
Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy,
reorganization or insolvency case or proceeding of or against the Borrowers or any other Guarantor.  The obligations of the
Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or
proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement
of the Borrowers or any other Guarantor or by any defense which the Borrowers or any other Guarantor may have by reason of the order,
decree or decision of any court or administrative body resulting from any such proceeding.

               (b)     Each
Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement
of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to
accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such
portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed
Obligations because it is the intention of the Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by
the Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve the Borrowers of any
portion of such Guaranteed Obligations.  The Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession,
assignee for the benefit of creditors or similar person to pay the Administrative Agent, or allow the claim of the Administrative
Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

               (c)     In the
event that all or any portion of the Guaranteed Obligations are paid by the Borrowers or any Guarantor, the obligations of the
Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all
or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent
transfer or otherwise (whether by demand, settlement, litigation or otherwise), and any such payments which are so rescinded or
recovered shall constitute Guaranteed Obligations for all purposes hereunder.

          7.12     Notice of Events.  As soon as
any Guarantor obtains knowledge thereof, such Guarantor shall give the Administrative Agent written notice of any condition or event
which has resulted in a material adverse change in the financial condition of any Guarantor or the Borrowers or a breach of or
noncompliance with any term, condition or covenant contained herein, any other Credit Document or any other document delivered
pursuant hereto or thereto.

          7.13     Discharge of Guaranty Upon Sale
of Guarantor.  If all of the Capital Stock of any Guarantor or any of its successors in interest hereunder shall be sold or
otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such
Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any
further action by any Beneficiary or any other Person effective as of the time of such Asset Sale; provided, as a condition
precedent to such discharge and release, the Administrative Agent shall have received




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 evidence satisfactory to it that arrangements
satisfactory to it have been made for delivery to the Administrative Agent of the applicable Net Asset Sale Proceeds of such
disposition pursuant to Section 2.12(a).

     SECTION 8.     EVENTS OF DEFAULT

          8.1     Events of Default.  If any one
or more of the following conditions or events (each, an "Event of Default") shall occur:

               (a)     Failure
to Make Payments When Due.  Failure by the Borrowers to (i) pay within five days from the due date any installment of principal
of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise;
(ii) pay any interest on any Loan or any fee due hereunder within five (5) days after the date due or (iii) reimburse or indemnify
the Administrative Agent or any Lender for any expense reimbursable or indemnity hereunder or under any other Credit Document or any
of the other Obligations within ten (10) Business Days following demand for such reimbursement or payment of expenses or other
Obligations; or

               (b)     Default
in Other Agreements.  (i) Failure of any Credit Party to pay when due any principal of or interest on or any other amount payable
in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an aggregate principal
amount of, in the case of the Credit Parties, $4,000,000 or more, in each case beyond the grace period, if any, provided therefor; or
(ii) breach or default by any Credit Party with respect to any other material term of one or more items of Indebtedness in the
individual or aggregate principal amounts referred to in clause (i) above or  any loan agreement, mortgage, indenture or other
agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of
such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or
holders), to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the
stated maturity of any underlying obligation, as the case may be; provided, however, that the foregoing shall not apply
to any default resulting solely from a provision of other Indebtedness requiring repayment in the event of a change of control of the
Parent or any cross-default or acceleration right in respect of a default under such other Indebtedness which relates solely to a
change of control of the Parent; or

               (c)     Breach
of Certain Covenants.  Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.4,
Section 5.1(g), Section 5.2 (other than by an immaterial Subsidiary) or Section 6; or

               (d)     Breach
of Representations, etc.  Any representation, warranty, certification or other statement made or deemed made by any Credit Party
in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false or misleading in any material respect as of the date
made or deemed made; or




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               (e)     Other
Defaults Under Credit Documents.  Any Credit Party shall default in the performance of or compliance with any term contained
herein or any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and such
default shall not have been remedied or waived within thirty (30) days after the earlier of (i) an Authorized Officer of such
Credit Party having actual knowledge of such default or (ii) receipt by the Parent of notice from the Administrative Agent or
any Lender of such default; or

               (f)     Involuntary
Bankruptcy; Appointment of Receiver, etc.  (i) A court of competent jurisdiction shall enter a decree or order for relief in
respect of any Credit Party in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or
similar law now or hereafter in effect, adjudicating such Credit Party as a bankrupt or insolvent debtor or ordering a
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other similar relief with respect to
such Credit Party, which decree or order is not stayed; or (ii) an involuntary case shall be commenced against the any Credit Party
under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree
or order of a court having jurisdiction in the premises in an involuntary case for the appointment of a receiver, liquidator,
sequestrator, trustee, custodian or other officer having similar powers over any Credit Party, or over all or a substantial part of
its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or
other custodian of any Credit Party for all or a substantial part of its property; or a warrant of attachment, execution or similar
process shall have been issued against any substantial part of the property of any Credit Party, and any such event described in this
clause (ii) shall continue for sixty (60) days without having been dismissed, bonded or discharged; or

               (g)     Voluntary
Bankruptcy; Appointment of Receiver, etc.  (i) Any Credit Party shall commence a voluntary case under the Bankruptcy Code or
under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an
order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or
shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of
its property, or any Credit Party shall make any assignment for the benefit of creditors; or (ii) any Credit Party shall be unable,
or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or (iii) the board of
directors (or similar governing body) of any Credit Party (or any committee thereof) shall adopt any resolution or otherwise
authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

               (h)     Judgments
and Attachments.  Any money judgment, writ or warrant of attachment or similar process involving in the case of any Credit Party
an amount in excess of $4,000,000 in the aggregate in excess of the amount covered by insurance as to which a solvent and
unaffiliated insurance company has acknowledged coverage shall be entered or filed against any Credit Party or any of their
respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of sixty (60) days (or in any event
later than five days prior to the date of any proposed sale thereunder); or




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               (i)     Dissolution.
Any order, judgment or decree shall be entered against any Credit Party in an involuntary case under any other applicable federal or
state law, decreeing the dissolution or split up of such Credit Party, and such order shall remain undischarged or unstayed or
unbonded for a period in excess of sixty (60) days; or

               (j)     Employee
Benefit Plans.  There shall occur one or more ERISA Events which individually or in the aggregate results in or might be expected
to result in liability of any Credit Party or any of their respective ERISA Affiliates in excess of $4,000,000 during the term
hereof; or there shall exist an amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or
in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), which exceeds $4,000,000; or

               (k)     Intentionally
Omitted. 

               (l)     Guaranties,
Collateral Documents and other Credit Documents.  At any time after the execution and delivery thereof, (i) the Guaranty for any
reason, other than the satisfaction in full of all Obligations guaranteed thereby in Cash, shall cease to be in full force and effect
(other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations
thereunder, (ii) this Agreement, the Tax Sharing Agreement, the Management Services Agreement or any Collateral Document ceases to be
in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the
satisfaction in full of the Obligations in Cash in accordance with the terms hereof) or shall be declared null and void, or the
Administrative Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral (other than by reason of a
release of Collateral in accordance with the terms hereof or thereof) purported to be covered by the Collateral Documents with the
priority required by the relevant Collateral Document, in each case for any reason other than the negligent or willful failure of the
Administrative Agent to take any action within its control and required of it by the Credit Documents, or (iii) any Credit Party
shall contest the validity or enforceability of any Credit Document, the Tax Sharing Agreement or the Management Services Agreement
in writing or deny in writing that it has any further liability, including with respect to future advances by the Lenders, under any
Credit Document to which it is a party; or

               (m)     Regulatory
Authorizations.  Any of the following events shall occur and the occurrence thereof, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect: (i) any filing with, license, permit, certification or franchise granted
by, or authorization or other consent or approval of, the FCC, any PUC or any other Governmental Authority (collectively,
"Regulatory Authorizations") (x) shall not be made or obtained, as the case may be, as and when required to permit
(A) the continuing conduct by the Credit Parties of their respective businesses and operations in substantially the manner then being
conducted and (B) the performance by each Credit Party of its obligations under the Credit Documents or (y) shall be cancelled,
terminated, rescinded, revoked, suspended, materially impaired or otherwise finally denied renewal, or shall cease to be in full
force and effect, or (ii) any proceeding shall have been instituted by or shall have been commenced before any court, the FCC, any
PUC or any other Governmental Authority that could be expected to result in (x)




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 cancellation, termination, rescission, revocation,
suspension, material impairment or denial of renewal of any Regulatory Authorization or (y) a modification of any Regulatory
Authorization in a material adverse respect or a renewal thereof on terms that materially and adversely affect the economic or
commercial value or usefulness thereof, or (iii) any material Interconnection Agreement shall be terminated and not renewed or
replaced or shall be suspended or otherwise materially impaired, or shall be renegotiated and renewed or replaced on terms that
materially and adversely affect the economic or commercial value or usefulness thereof, whether by action of the parties thereto or
by action of or under, modification to, or rescinding of the Communications Act or any other applicable laws or regulations, in whole
or in part;

THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon
the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to the Parent
by the Administrative Agent, (A) each of the following shall immediately become due and payable, in each case without presentment,
demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party:  (i) the unpaid
principal amount of and accrued interest on the Loans, and (ii) all other Obligations; and (B) the Administrative Agent may take any
action to enforce any and all Liens and security interests created pursuant to Collateral Documents.

     SECTION 9. ADMINISTRATIVE AGENT

          9.1     Appointment of the
Administrative Agent.  Pursuant to the Settlement Agreement, GE Capital was appointed the Administrative Agent hereunder and
under the other Credit Documents and each Lender hereby authorizes the Administrative Agent to act as its agent in accordance with
the terms hereof and the other Credit Documents.  The Administrative Agent hereby agrees to act upon the express conditions contained
herein and the other Credit Documents, as applicable.  The provisions of this Section 9 are solely for the benefit of the
Administrative Agent and the Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions
thereof other than the right to receive notices pursuant to the first two sentences of Section 9.7.  In performing its functions and
duties hereunder, the Administrative Agent shall act solely as an the Administrative Agent of the Lenders and does not assume and
shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrowers or any of
their respective Subsidiaries. Upon the Effective Date and pursuant to the Settlement Agreement, all respective obligations of
Previous Agent shall have been assigned to GE Capital and Previous Agent's obligations thereunder shall have been discharged.
Pursuant to the Settlement Agreement, GE Capital was appointed as the Administrative Agent under the Pledge and Security Agreement
and the other Collateral Documents and each Lender hereby authorizes GE Capital to act as the Administrative Agent for its benefit
and for the benefit of the other Secured Parties (as defined in the Pledge and Security Agreement).

          9.2     Powers and Duties.  Each
Lender irrevocably authorizes the Administrative Agent to take such action on such Lender's behalf and to exercise such powers,
rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such the
Administrative Agent by the terms hereof and thereof, together with such




88



 powers, rights and remedies as are reasonably incidental
thereto.  The Administrative Agent shall have only those duties and responsibilities that are expressly specified herein and the
other Credit Documents. the Administrative Agent may exercise such powers, rights and remedies and perform such duties by or through
its agent or employees.  The Administrative Agent shall not have, by reason hereof or any of the other Credit Documents, a fiduciary
relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to
or shall be so construed as to impose upon the Administrative Agent any obligations in respect hereof or any of the other Credit
Documents except as expressly set forth herein or therein.  

          9.3     General Immunity.

               (a)     No
Responsibility for Certain Matters.  The Administrative Agent shall not be responsible to any Lender for the execution,
effectiveness, genuineness, validity, enforceability, collectibility or sufficiency hereof or any other Credit Document or for any
representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any
financial or other statements, instruments, reports or certificates or any other documents furnished or made by the Administrative
Agent to the Lenders or by or on behalf of any Credit Party to the Administrative Agent or any Lender in connection with the Credit
Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any
other Person liable for the payment of any Obligations, nor shall the Administrative Agent be required to ascertain or inquire as to
the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit
Documents by any Credit Party, or as to the use of the proceeds of the Loans or as to the existence or possible existence of any
Event of Default or Default.  Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any
liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

               (b)     Exculpatory
Provisions.  The Administrative Agent, nor any of its officers, partners, directors, employees shall not be liable to the Lenders
for any action taken or omitted by the Administrative Agent under or in connection with any of the Credit Documents except to the
extent caused by the Administrative Agent's gross negligence or willful misconduct as determined by a court of competent jurisdiction
in a final, non-appealable order.  The Administrative Agent shall be entitled to refrain from any act or the taking of any action
(including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any
power, discretion or authority vested in it hereunder or thereunder unless and until the Administrative Agent shall have received
instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under
Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), the
Administrative Agent shall act or (where so instructed) refrain from acting, or exercise such power, discretion or authority, in
accordance with such instructions.  Without prejudice to the generality of the foregoing, (i) the Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be
genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be





89



protected in relying on opinions and judgments of attorneys (who may be attorneys for the Credit Parties), accountants, experts and
other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against the Administrative
Agent as a result of such the Administrative Agent acting or (where so instructed) refraining from acting hereunder or any of the
other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give
such instructions under Section 10.5), except with respect to the Administrative Agent's gross negligence or willful misconduct as
determined by a court of competent jurisdiction in a final, non-appealable order.

               (c)     Administrative
Agent Entitled to Act as Lender.  The agency hereby created shall in no way impair or affect any of the rights and powers of, or
impose any duties or obligations upon, the Administrative Agent in its individual capacity as a Lender hereunder.  With respect to
its participation in the Loans, the Administrative Agent in its individual capacity, shall have the same rights and powers hereunder
as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and
the term "Lender" shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual
capacity.  The Administrative Agent in its individual capacity, and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of banking, trust, financial advisory or other business with the Parent or any of its Affiliates as if
it were not performing the duties specified herein, and may accept fees and other consideration from the Borrowers for services in
connection herewith and otherwise without having to account for the same to the Lenders.

          9.4     Lenders' Representations,
Warranties and Acknowledgment.  Each Lender represents and warrants that it has made its own independent investigation of the
financial condition and affairs of the Credit Parties in connection with Loans hereunder and that it has made and shall continue to
make its own appraisal of the creditworthiness of the Credit Parties. The Administrative Agent shall not have any duty or
responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the
Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before
the making of the Loans or at any time or times thereafter, and the Administrative Agent shall not have any responsibility with
respect to the accuracy of or the completeness of any information provided to the Lenders.

          9.5     Right to Indemnity.  Each
Lender, in proportion to its Pro Rata Share, severally agrees to indemnify the Administrative Agent, to the extent that the
Administrative Agent is required hereunder to be, and shall not have been reimbursed by any Credit Party, for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees
and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit
Documents or otherwise in its capacity as such the Administrative Agent in any way relating to or arising out hereof or the other
Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful
misconduct as determined by a court of




90



 competent jurisdiction in a final, non-appealable order.  If any indemnity furnished to the
Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the
Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify the
Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement
in excess of such Lender's Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to
indemnify the Administrative Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or
disbursement described in the proviso in the immediately preceding sentence.

          9.6     Successor Administrative
Agent.  The Administrative Agent may resign at any time by giving thirty (30) days' prior written notice thereof to the Lenders
and the Borrowers.  Upon any such notice of resignation, Requisite Lenders shall have the right, upon five (5) Business Days'
notice to the Borrowers, to appoint a successor Administrative Agent.  Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed
Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of
Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection
with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to
such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or
appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the
Collateral Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder.
After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Section 9 shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent hereunder.  

          9.7     Collateral Documents and
Guaranty.

               (a)     The
Administrative Agent under Collateral Documents and Guaranty.  Each Lender hereby further authorizes the Administrative Agent, on
behalf of and for the benefit of the Lenders, to be the Administrative Agent for and representative of the Lenders with respect to
the Guaranty, the Collateral and the Collateral Documents.  Subject to Section 10.5, without further written consent or authorization
from the Lenders, the Administrative Agent may execute any documents or instruments necessary to (i) release any Lien encumbering any
item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or
such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any
Guarantor from the Guaranty pursuant to Section 7.13 or with respect to which Requisite Lenders (or such other Lenders as may be
required to give such consent under Section 10.5) have otherwise consented.




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               (b)     Right
to Realize on Collateral and Enforce Guaranty.  Anything contained in any of the Credit Documents to the contrary
notwithstanding, each Credit Party, the Administrative Agent and each Lender hereby agree that (i) no Lender shall have any right
individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights
and remedies hereunder may be exercised solely by the Administrative Agent, for the benefit of Secured Parties in accordance with the
terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by the Administrative Agent,
and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the
Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative
Agent, as the Administrative Agent for and representative of the Lenders (but not any Lender or the Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of
bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale,
to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative
Agent at such sale.

     SECTION 10.     MISCELLANEOUS

          10.1     Notices.  Unless otherwise
specifically provided herein, any notice or other communication herein required or permitted to be given to a Credit Party, the
Administrative Agent, or Lender, shall be sent to such Person's address as set forth on Appendix B or in the other relevant Credit
Document.  Each notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States
mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against
receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with
postage prepaid and properly addressed; provided, no notice to the Administrative Agent shall be effective until received by such
Agent.

          10.2     Expenses.  Whether or not the
transactions contemplated hereby shall be consummated, the Borrowers agrees to pay promptly (a) all expenses of preparation of the
Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions
by counsel for any Credit Party (including any opinions requested by the Lenders as to any legal matters arising hereunder) and of
confirming each Credit Party's performance of and compliance with all agreements and conditions on its part to be performed or
complied with hereunder and the other Credit Documents, including with respect to confirming compliance with environmental, insurance
and solvency requirements; (c) the reasonable fees, expenses and disbursements of counsel to the Administrative Agent (including
allocated costs of internal counsel) in connection with the negotiation, preparation, execution of the Credit Documents (not in
excess of $200,000), and any consents, amendments, waivers or other modifications thereto and any other documents or matters
requested by any Credit Party; (d) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of the
Administrative Agent, for the benefit of Secured Parties pursuant hereto, including filing and recording fees, expenses and taxes,
stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel
providing any opinions that the Administrative Agent or Requisite Lenders may request in respect of the Collateral or the




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 Liens
created pursuant to the Collateral Documents; (e) all the actual costs and reasonable fees, expenses and disbursements of any
auditors, accountants, consultants or appraisers; (f) all actual costs and reasonable expenses (including the reasonable fees,
expenses and disbursements of any appraisers, consultants, advisors and the Administrative Agent employed or retained by the
Administrative Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other actual
and reasonable costs and expenses incurred by the Administrative Agent in connection with the negotiation, preparation and execution
of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated
thereby; and (h) after the occurrence of a Default or an Event of Default, all costs and expenses, including reasonable attorneys'
fees (including allocated costs of internal counsel) and costs of settlement, incurred by the Administrative Agent and the Lenders in
enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by
reason of such Default or Event of Default (including in connection with the sale of, collection from, or other realization upon any
of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit
arrangements provided hereunder in the nature of a "work-out" or pursuant to any insolvency or bankruptcy cases or
proceedings.

          10.3     Indemnity.  In addition to
the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each
Credit Party agrees to defend, indemnify, pay and hold harmless, the Administrative Agent and each Lender and each of their  or their
Affiliates' respective officers, partners, directors, trustees, attorneys, employees and the Administrative Agent (each, an
"Indemnitee"), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any
obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise
from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final,
non-appealable judgment, order or decree.  To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth
in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable
Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and
satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.  Promptly after receipt by an Indemnitee of
notice of the commencement of any investigative, administrative or judicial proceeding in respect of which a claim for
indemnification is to be made against a Credit Party hereunder (any such proceeding being an "Indemnified
Proceeding"), such Indemnitee will notify the Credit Parties in writing of the commencement thereof; provided, that
(a) the omission so to notify the Credit Parties will not relieve the Credit Parties from any liability which they may have to any
Indemnitee except to the extent that the Credit Parties have been materially prejudiced by such failure to give notice and (b) the
omission so to notify the Credit Parties will not relieve the Credit Parties from any liability that they may have to any Indemnitee
otherwise than on account of the indemnity provided for hereunder.  In case any such Indemnified Proceedings are brought against any
Indemnitee and it notifies the Credit Parties in writing of the commencement thereof, the Credit Parties will be entitled to
participate therein and may elect by written notice delivered to such Indemnitee to assume the defense thereof, with counsel
reasonably satisfactory to such Indemnitee; provided, however, that if in any such Indemnified Proceedings such
Indemnitee 




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shall have concluded that there may be legal defenses available to it which are different from or additional to those
available to the Credit Parties, such Indemnitee shall have the right to retain separate counsel to assert such legal defenses and to
otherwise participate in the defense of such Indemnified Proceedings on behalf of such Indemnitee.  Upon receipt of notice from the
Credit Parties to such Indemnitee of their election to assume the defense of such Indemnified Proceedings and approval by such
Indemnitee of counsel, the Credit Parties will not be liable to such Indemnitee under this Section 10.3 for any legal services
subsequently incurred by such Indemnitee in connection with the defense thereof (other than reasonable costs of investigation) unless
(1) such Indemnitee shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the
proviso to the next preceding sentence (it being understood, however, that the Indemnitee shall not be liable for the reasonable
expenses of more than one separate counsel (plus not more than one separate local counsel in any jurisdiction), approved by the
Administrative Agent, representing the Indemnities who are parties to such Indemnified Proceedings), (2) the Credit Parties shall not
have employed counsel reasonably satisfactory to such Indemnitee to represent such Indemnitee within a reasonable time after notice
of commencement of the Indemnified Proceedings, (3) the Credit Parties shall have authorized in writing the employment of counsel for
such Indemnitees or (4) the use of counsel chosen by the Credit Parties to represent such Indemnitees would present such counsel with
a conflict of interest, and except that, if clause (1) or (3) is applicable, such liability shall be only in respect of the counsel
referred to in clause (1) or (3).

          10.4     Set-Off.  In addition to any
rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any
Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the consent of the
Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other
Person (other than the Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to
apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or
unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit
or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender
hereunder, under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, or
with any other Credit Document, irrespective of whether or not (i) such Lender shall have made any demand hereunder or (ii) the
principal of or the interest on the Loans or any other amounts due hereunder or under any other Credit Document, shall have become
due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured.
Each Credit Party hereby further grants to the Administrative Agent and each Lender a security interest in all Deposit Accounts
maintained with the Administrative Agent or such Lender as security for the Obligations.

          10.5     Amendments and Waivers.

               (a)     Requisite
Lenders' Consent.  Subject to Sections 10.5(b) and 10.5(c), no amendment, modification, termination or waiver of any provision of
the Credit




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 Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written
concurrence of the Requisite Lenders.

               (b)     Affected
Lenders' Consent.  Without the written consent of each Lender that would be affected thereby, no amendment, modification,
termination, or consent shall be effective if the effect thereof would:

                    (i)     extend
the scheduled final maturity of any Loan or Note;

                    (ii)     waive,
reduce or postpone any scheduled repayment (but not prepayment), or postpone the Maturity Date;

                    (iii)     reduce
the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to
Section 2.8) or any fee or other amount payable hereunder or under any of the other Credit Documents;

                    (iv)     extend
the time for payment of any such interest or fees;

                    (v)     reduce
the principal amount of any Loan;

                    (vi)     amend,
modify, terminate or waive any provision of this Section 10.5(b) or Section 10.5(c) or Section 10.6(a);

                    (vii)     amend
the definition of "Requisite Lenders" or "Pro Rata Share" or make any other change which would have
the effect of causing any Lender to receive less than its Pro Rata Share of any payment except as expressly contemplated
hereunder;

                    (viii)     release
or otherwise subordinate all or any substantial part of the Collateral or all or substantially all of the Guarantors from the
Guaranty except as expressly provided in the Credit Documents;

                    (ix)     consent
to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document, which assignment or
transfer is not expressly permitted hereunder; or

                    (x)     change
or waive any provision of the Credit Documents which expressly requires the consent or concurrence of all Lenders.

               c)     Other
Consents.  No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any
departure by any Credit Party therefrom, shall:

                    (i)     increase
any Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment,




95



modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any
Commitment of any Lender;

                    (ii)     intentionally
omitted;

                    (iii)     intentionally
omitted; or

                    (iv)     amend,
modify, terminate or waive any provision of Section 9 or Section 10 as the same applies to any the Administrative Agent, or any other
provision hereof as the same applies to the rights or obligations of any the Administrative Agent, in each case without the consent
of such the Administrative Agent.

               (d)     Execution
of Amendments, etc.  The Administrative Agent may, but shall have no obligation to, with the written concurrence of any Lender,
execute amendments, modifications, waivers or consents on behalf of such Lender.  Any waiver or consent shall be effective only in
the specific instance and for the specific purpose for which it was given.  No notice to or demand on any Credit Party in any case
shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances.  Any amendment,
modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the
time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

          10.6     Successors and Assigns;
Participations.

               (a)     Generally.
This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of
the parties hereto and the successors and assigns of the Lenders.  Other than in connection with the merger of the Parent as
permitted under Section 6.7, no Credit Party's rights or obligations hereunder nor any interest therein may be assigned or delegated
by any Credit Party without the prior written consent of all Lenders.  In connection with any transaction permitted under Section
6.7(i), the Administrative Agent and each of the Lenders hereby agree to cooperate with the Credit Parties in order to effect the
assignment to and the assumption of the Obligations by any successor by merger to a Borrower.

               (b)     Register.
The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the
holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer
of any such Commitment or Loan shall be effective, in each case, unless and until an Assignment Agreement effecting the assignment or
transfer thereof shall have been delivered to and accepted by the Administrative Agent and recorded in the Register as provided in
Section 10.6(e).  Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to
the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of
making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any
subsequent holder, assignee or transferee of the corresponding Commitments or Loans.




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               (c)     Right
to Assign.  Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and
obligations under this Agreement, including, without limitation, all or a portion of its Commitment or Loans owing to it, Note or
Notes held by it, or other Obligation (provided, however, that each such assignment shall be of a uniform, and not
varying, percentage of all rights and obligations under and in respect of any Loan and its related Commitments):

                    (i)     to
any Person meeting the criteria of clause (i) of the definition of the term of "Eligible Assignee" upon (A) the giving of
notice to the Borrowers and the Administrative Agent, and (B)  in the event of any proposed assignment to Goldman Sachs Credit
Partners, L.P. or Wachovia or any of their respective Affiliates, receipt of the prior written consent of the Borrowers, which
consent shall not be unreasonably withheld; and

                    (ii)     to
any Person meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee" and, in the case of
assignments of Loans or Commitments to any such Person, consented to by each of the Borrowers and the Administrative Agent (such
consent not to be (x) unreasonably withheld or delayed or (y) in the case of the Borrowers, required at any time an Event of Default
shall have occurred and then be continuing); provided that such consent shall not be required if such Person has combined capital and
surplus of not less than $300,000,000 or its equivalent in foreign currency, whose long-term certificate of deposit rating or
long-term senior unsecured debt rating is rated "BBB" or higher by S&P and "Baa2" or higher by Moody's
Investor Service, Inc. or an equivalent or higher rating by a nationally recognized rating agency if both of the two named rating
agencies cease publishing rating of investments; provided, further each such assignment pursuant to this Section
10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000 (or such lesser amount as may be agreed to by the Borrowers
and the Administrative Agent or as shall constitute the aggregate amount of Commitments, and other Obligations of the assigning
Lender); provided further that after giving effect to such assignment, the assigning Lender shall have Commitments and
Loans aggregating at least $2,000,000 (unless such assigning Lender is assigning all of its Commitments and Loans), in each case
unless otherwise agreed to the Borrowers and the Administrative Agent.

               (d)     Mechanics.
The assigning Lender and the assignee thereof shall execute and deliver to the Administrative Agent an Assignment Agreement, together
with (i) (except in the case of any assignment to an Affiliate of the assigning Lender) a processing and recordation fee of $500 in
the case of assignments pursuant to Section 10.6(c)(i) or made by or to GSCP, and $2000 in the case of all other assignments (except
that only one fee shall be payable in the case of contemporaneous assignments to Related Funds), and (ii) such forms, certificates or
other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment
Agreement may be required to deliver to the Administrative Agent pursuant to Section 2.19(c).

               (e)     Notice
of Assignment.  Upon its receipt of a duly executed and completed Assignment Agreement, together with (if applicable) the
processing and recordation fee referred to in Section 10.6(d) (and any forms, certificates or other evidence required by this
Agreement in connection therewith), the Administrative Agent shall record the information




97



 contained in such Assignment Agreement in
the Register, shall give prompt notice thereof to the Parent and shall maintain a copy of such Assignment Agreement.

               (f)     Representations
and Warranties of Assignee.  Each Lender, upon execution and delivery hereof or upon executing and delivering an Assignment
Agreement, as the case may be, represents and warrants as of the Effective Date or as of the applicable Effective Date (as defined in
the applicable Assignment Agreement) that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of
or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or
invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view
to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities
laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Commitments or Loans or any
interests therein shall at all times remain within its exclusive control).

               (g)     Effect
of Assignment.  Subject to the terms and conditions of this Section 10.6, as of the "Effective Date" specified in
the applicable Assignment Agreement:  (i) the assignee thereunder shall have the rights and obligations of a "Lender"
hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and
shall thereafter be a party hereto and a "Lender" for all purposes hereof; (ii) the assigning Lender thereunder shall, to
the extent that rights and obligations hereunder have been assigned thereby pursuant to such Assignment Agreement, relinquish its
rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder
(and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations
hereunder, such Lender shall cease to be a party hereto; provided, anything contained in any of the Credit Documents to the
contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as
specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii)
the Commitments shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender,
if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the
effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to the Administrative Agent
for cancellation, and thereupon the Borrowers shall issue and deliver new Notes, if so requested by the assignee and/or assigning
Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Commitments and/or
outstanding Loans of the assignee and/or the assigning Lender.

               (h)     Participations.
Each Lender shall have the right at any time to sell one or more participations to any Eligible Assignee in all or any part of its
Commitments or Loans or in any other Obligation.  The holder of any such participation, other than an Affiliate of the Lender
granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with
respect to any amendment modification or waiver that would (i) extend the final scheduled maturity of any Loan or Note in which such
participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with
a waiver of applicability of any post-default increase in interest rates) or




98



 reduce the principal amount thereof, or increase the
amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or
Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and
that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant's
participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Credit Party of any of its
rights and obligations under this Agreement or (iii) release or subordinate the Administrative Agent's lien with respect to all or
substantially all of the Collateral under the Collateral Documents or release any of the Guarantors from their obligations hereunder
or subordinate any of their obligations hereunder (except as expressly provided in the Credit Documents) supporting the Loans
hereunder in which such participant is participating.  All amounts payable by any Credit Party hereunder, including amounts payable
to such Lender pursuant to Section 2.17(c), 2.18 or 2.19, shall be determined as if such Lender had not sold such participation.
Each Credit Party and each Lender hereby acknowledge and agree that, solely for purposes of Sections 2.16 and 10.4, (1) any
participation will give rise to a direct obligation of each Credit Party to the participant and (2) the participant shall be
considered to be a "Lender."

               (i)     Certain
Other Assignments.  In addition to any other assignment permitted pursuant to this Section 10.6, any Lender may assign and pledge
all or any portion of its Loans, the other Obligations owed to such Lender, and its Notes, if any, to secure obligations of such
Lender, including any pledge or assignment to secure obligations to any Federal Reserve Bank, or as collateral security for any loan
or other financing transaction as in or in connection with any securitization or other similar transaction, and this Section 10.6
shall not apply to any such pledge or assignment of a security interest or other transaction described herein; provided, (x) no
Lender, as between the Borrowers and such Lender, shall be relieved of any of its obligations hereunder as a result of any such
assignment and pledge, and (y) in no event shall the applicable Federal Reserve Bank or trustee or other financing party be
considered to be a "Lender" or be entitled to require the assigning Lender to take or omit to take any action hereunder and
(z) any transfer of the rights and obligations of a "Lender" hereunder to any Person upon the foreclosure of any pledge or
security interest referred to in this clause (i) may only be made pursuant to the provisions of Sections 10.6(c) through (e)
governing assignments of interests in the Loans.

          10.7     Independence of Covenants.
All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such
covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant
shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

          10.8     Survival of Representations,
Warranties and Agreements.  All representations, warranties and agreements made herein shall survive the execution and delivery
hereof and the extensions of credit hereunder.  Notwithstanding anything herein or implied by law to the contrary, the agreements of
each Credit Party set forth in Sections 2.17(c), 2.18, 2.19, 10.2, 10.3 and 10.4 and the agreements of the Lenders set forth in
Sections 2.16 and 9.6 shall survive the payment of the Loans and the termination hereof.




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          10.9     No Waiver; Remedies
Cumulative.  No failure or delay on the part of any the Administrative Agent or any Lender in the exercise of any power, right or
privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of
any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or
further exercise thereof or of any other power, right or privilege.  The rights, powers and remedies given to each the Administrative
Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing
by virtue of any statute or rule of law or in any of the other Credit Documents.  Any forbearance or failure to exercise, and any
delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a
waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

          10.10     Marshalling; Payments Set
Aside.  Neither any the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of any
Credit Party or any other Person or against or in payment of any or all of the Obligations.  To the extent that any Credit Party
makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent, on behalf of the Lenders), or
the Administrative Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or
payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other
state or federal law, common law or any equitable cause (whether by demand, settlement, litigation or otherwise), then, to the extent
of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or
related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such
enforcement or setoff had not occurred.

          10.11     Severability.  In case any
provision in or obligation hereunder or under any Note or any of the other Credit Documents shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such
provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

          10.12     Entire Agreement.  This
Agreement (together with the Exhibits, Schedules, and Appendices hereto and the other agreements, documents and
instruments delivered in connection herewith) and the Credit Documents constitute the entire agreement among the parties with respect
to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among
the parties or any of them with respect to the subject matter hereof, except for certain agreements in the Settlement Agreement
which, by their terms, survive the execution of this Agreement.

          10.13     Obligations Several; Independent
Nature of Lenders' Rights.  The obligations of the Lenders hereunder are several and no Lender shall be responsible for the
obligations or Commitment of any other Lender hereunder.  Nothing contained herein or in any other Credit Document, and no action
taken by the Lenders pursuant hereto or thereto, shall be




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 deemed to constitute the Lenders as a partnership, an association, a joint
venture or any other kind of entity. The amounts payable at any time hereunder or under any of the other Credit Documents to each
Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising
hereunder or thereunder and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for
such purpose.

          10.14     Headings.  

          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.

          10.15     APPLICABLE LAW.  THIS AGREEMENT
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.

          10.16     CONSENT TO JURISDICTION.  ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY OR ANY LENDER ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENT,
OR ANY OF THE OBLIGATIONS, 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 THIS AGREEMENT, EACH CREDIT PARTY AND EACH LENDER, 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 10.1; (d) AGREES THAT SERVICE AS PROVIDED IN CLAUSE
(c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY OR LENDER, 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
ADMINISTRATIVE AGENT AND LENDERS AND THE OTHER PARTIES HERETO RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO BRING PROCEEDINGS




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 AGAINST ANY OTHER PARTY HERETO IN THE COURTS OF ANY OTHER JURISDICTION.

          10.17     WAIVER OF JURY TRIAL.  EACH OF THE
PARTIES HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR
UNDER ANY OF THE OTHER CREDIT DOCUMENTS 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 ENTERING INTO THIS
AGREEMENT, 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 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 10.17 AND EXECUTED BY EACH OF THE PARTIES
HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER
CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER.  IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

          10.18     Confidentiality.  Each
Lender shall hold all non-public information obtained pursuant to the requirements hereof and which has (in the case of information
received after the Effective Date) been identified as confidential by a Credit Party, in accordance with such Lender's customary
procedures for handling confidential information of this nature and in accordance with prudent lending or investing practices, it
being understood and agreed by the Borrowers that in any event a Lender may make disclosures to Affiliates of such Lender (and to
other persons authorized by a Lender or the Administrative Agent to organize, present or disseminate such information in connection
with disclosures otherwise made in accordance with this Section 10.18), or discloses in connection with the enforcement of any of the
rights or remedies hereunder or under any of the Credit Documents or disclosures reasonably required by any bona fide or potential
assignee, transferee or participant in connection with the contemplated assignment, transfer or participation by such Lender of any
Loans, Commitments or other Obligations or any participations therein or by any direct or indirect contractual counterparties (or the
professional advisors thereto) or disclosures required or requested by any governmental




102



 agency or representative thereof or by the
NAIC or pursuant to legal process; provided, unless specifically prohibited by applicable law or court order, each Lender shall make
reasonable efforts to notify the Borrowers of any request by any governmental agency or representative thereof (other than any such
request in connection with any examination of the financial condition or other routine examination of such Lender by such
governmental agency) for disclosure of any such non-public information prior to disclosure of such information; and provided, further
that in no event shall any Lender be obligated or required to return any materials furnished by the Parent or any of its respective
Subsidiaries.  Notwithstanding the foregoing, each Lender and its Affiliates shall have the right to (i) list the Parent's name and
logo, as provided by the Borrowers from time to time, and describe the transaction that is the subject of this Agreement in their
marketing materials and (ii) post such information, including, without limitation, a customary "tombstone", on their
website.

          10.19     Usury Savings Clause.
Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all
charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful
Rate.  If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the
Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the
total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of
interest set forth in this Agreement had at all times been in effect.  In addition, if when the Loans made hereunder are repaid in
full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest
which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then
to the extent permitted by law, the Borrowers shall pay to the Administrative Agent for the account of the Lenders an amount equal to
the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate
had at all times been in effect.  Notwithstanding the foregoing, it is the intention of the Lenders and the Borrowers to conform
strictly to any applicable usury laws.  Accordingly, if any Lender contracts for, charges, or receives any consideration which
constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously
paid, shall at such Lender's option be applied to the outstanding amount of the Loans made hereunder or be refunded to the
Borrowers.

          10.20     Counterparts;
Effectiveness.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall
be deemed an original, but all such counterparts together shall constitute but one and the same instrument.  This Agreement shall
become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by the Borrowers and the
Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

          10.21     Valid Obligations; Continuing
Security Interest; No Novation.  The parties hereto acknowledge and agree that (a) the Obligations (as defined in the Existing
Credit Facility) owed to the Continuing Lenders pursuant to the Existing Credit Facility and pursuant to the Credit Documents (as
defined therein) that are being restructured hereunder constitute valid obligations of each Credit Party free and clear of all
defenses, offsets and counterclaims




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 of any kind or nature, (b) the Lenders have waived any Default or Event of Default (in each case,
as set forth in the Existing Credit Facility) under the Existing Credit Facility on or prior to the date hereof, provided that such
waiver shall not constitute a waiver of any Default or Event of Default hereunder, (c) this Agreement and the other Credit Documents
do not constitute a novation, payment or termination of the Obligations owed by Finance to the Continuing Lenders (except as
expressly set forth in the Settlement Agreement) pursuant to the Existing Credit Facility, which Obligations are expressly ratified
and reaffirmed by Finance, the Holding Company and each other Guarantor by this Agreement, and (d) except as expressly set forth in
the Settlement Agreement, all such Obligations (as defined in the Existing Credit Facility) owed to the Continuing Lenders are in all
respects continued and outstanding as Obligations, subject to the provisions of Section 2.1(b) hereof, under this Agreement and the
Notes with the terms of such Obligations (as defined in the Existing Credit Facility) being further modified from and after the
Effective Date in the manner provided in this Agreement.  The parties further agree that, on the Effective Date, the Liens in favor
of Previous Agent securing payment of the Obligations (as defined in this Agreement and the Existing Credit Facility), pursuant to
the Pledge and Security Agreement and the other Credit Documents (as defined in the Existing Credit Facility) shall be continued and
assigned in favor of the Administrative Agent, and shall remain in full force and effect to secure the Obligations under this
Agreement without further amendment.























104








          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written
above.     


	  	GABRIEL COMMUNICATIONS FINANCE COMPANY
NUVOX, INC.
(formerly known as Gabriel Communications, Inc.), as Borrowers 
	  	  	  
	  	  	  
	  	By: 	/s/ John P. Denneen
 
	  	  	Name:   John Denneen
Title:   Executive Vice President





	  	GABRIEL COMMUNICATIONS
PROPERTIES, INC.

NUVOX COMMUNICATIONS OF ARKANSAS, INC.

NUVOX COMMUNICATIONS OF KANSAS, INC.

NUVOX COMMUNICATIONS OF OKLAHOMA, INC.

NUVOX COMMUNICATIONS OF MISSOURI, INC.

NUVOX COMMUNICATIONS OF ILLINOIS, INC.

NUVOX COMMUNICATIONS OF INDIANA, INC.

NUVOX COMMUNICATIONS OF OHIO, INC.

NUVOX COMMUNICATIONS OF TENNESSEE, INC.

TRIVERGENT CORPORATION

CAROLINE ONLINE, INC.

ISAAC ACQUISITION CORP.

TELECO ACQUISITION CORP.

NUVOX COMMUNICATIONS, INC.

INTERNET/MCR CORPORATION

WEBBIZAPPS, INC.

AMTEL ACQUISITION CORP.

CCN ACQUISITION CORP.

SHARED TELCOM SERVICES, INC.

For each of the foregoing companies
	  	  	  
	  	  	  
	  	By: 	/s/ John P. Denneen
 
	  	  	Name:   John P. Denneen
Title:   Executive Vice President —

Corporate Development and Legal Affairs
and Secretary








SIGNATURE PAGE 1
AMENDED AND RESTATED CREDIT AGREEMENT






	  	TRIVERGENT LEASING, LLC
TRIVERGENT LEASING SOUTH, LLC.
	  	  	  
	  	By: 	NUVOX COMMUNICATIONS, INC., as
Manager for each of the foregoing companies
	  	  	  
	  	By: 	/s/ John P. Denneen
 
	  	  	Name:   John P. Denneen
Title:   Executive Vice President —

Corporate Development and Legal Affiars
and Secretary


















SIGNATURE PAGE 2
AMENDED AND RESTATED CREDIT AGREEMENT






	  	GENERAL ELECTRIC CAPITAL
CORPORATION,
as the Administrative Agent and a Lender
	  	  	  
	  	  	  
	  	By: 	/s/ Brian P. Ward
 
	  	  	Name:  Brian P. Ward
	  	  	Title:  Manager –– Operations














SIGNATURE PAGE 3
AMENDED AND RESTATED CREDIT AGREEMENT






	  	CIT LENDING SERVICES
CORPORATION,
as a Lender
	  	  	  
	  	  	  
	  	By: 	/s/ Doug Maher
 
	  	  	Name: Doug Maher
	  	  	Title: Vice President
























SIGNATURE PAGE 4
AMENDED AND RESTATED CREDIT AGREEMENT



APPENDIX A
TO CREDIT AND GUARANTY AGREEMENT

Trache A Term Loan Commitments


	Lender 	Commitment 	Pro
Rata Share 


	CIT LENDING SERVICES
CORPORATION	$2,500,000 	20% 
	GENERAL ELECTRIC CAPITAL
CORPORATION	10,000,000 	80% 
	Total	$12,500,000 	100% 





Trache B Term Loan Commitments


	Lender 	Commitment 	Pro
Rata Share 


	CIT LENDING SERVICES
CORPORATION	$3,750,000 	27.2727273
	GENERAL ELECTRIC CAPITAL
CORPORATION	10,000,000 	72.7272727
	Total	$13,750,000 	100% 






APPENDIX B
TO CREDIT AND GUARANTY AGREEMENT

Note Addresses

	All Credit Parties: 
	  	16090 Swingley Ridge Road
Suite 500
Chesterfield, Missouri 63017

Attention:   Michael E. Gibson, Chief Financial Officer
Telecopier:   (636) 537-7484 





	GENERAL ELECTRIC CAPITAL CORPORATION,
as the Administrative Agent and as a Lender




	  	GE Capital Services, Inc.
120 Long Ridge Road
Stamford, CT 06927
Attention:   Manager, Telecom Portfolio

Telecopier:   (203) 961-2194 





	  	With copies to:
Ms. Cindy Sheh
Telecopier:   (203) 961-2017




	  	and




	  	General Counsel
Telecopier:   (203) 357-6632





	CIT LENDING SERVICES CORPORATION
as a Lender. 




	  	c/o The CIT Group, Inc. - Structured Finance Group
1 CIT Drive

Livingston, New Jersey 07039
Attention:   Vice-President - Credit
Telecopier:   (973) 535-1816 




	  	Copy to:   Vice-President - Legal, Nick DeFabrizio, Esq.
Telecopier:   (973) 535-1816








TABLE OF CONTENTS

		 	Page	





	SECTION 1.	     DEFINITIONS AND INTERPRETATION	2	 
	     1.1	Definitions	3	 
	     1.2	Accounting Terms	26	 
	     1.3	Interpretation, etc	26	 
	SECTION 2.	     LOANS	27	 
	     2.1	Loans	27	 
	     2.2	Intentionally Omitted	28	 
	     2.3	Pro Rata Shares	28	 
	     2.4	Use of Proceeds	28	 
	     2.5	Evidence of Debt; Register; Lenders’ Books and Records; Notes	28	 
	     2.6	Interest on Loans	28	 
	     2.7	Conversion/Continuation	30	 
	     2.8	Default Interest	30	 
	     2.9	Fees	31	 
	     2.10	Scheduled Payments	31	 
	     2.11	Voluntary Prepayments	31	 
	     2.12	Mandatory Prepayments	32	 
	     2.13	Application of Prepayments/Reductions	33	 
	     2.14	Allocation of Certain Payments and Proceeds	33	 
	     2.15	General Provisions Regarding Payments	33	 
	     2.16	Ratable Sharing	35	 
	     2.17	Making or Maintaining Eurodollar Rate Loans	35	 
	     2.18	Increased Costs; Capital Adequacy	37	 
	     2.19	Taxes; Withholding, etc	38	 
	     2.20	Obligation to Mitigate	40	 
	     2.21	Removal or Replacement of a Lender	40	 
	SECTION 3.	     CONDITIONS PRECEDENT	41	 






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	     3.1	Effective Date	41	 
	     3.2	Conditions to each Conversion/Continuation	45	 
	SECTION 4.	     REPRESENTATIONS AND WARRANTIES	45	 
	     4.1	Organization; Requisite Power and Authority; Qualification	45	 
	     4.2	Capital Stock and Ownership	45	 
	     4.3	Due Authorization	45	 
	     4.4	No Conflict	45	 
	     4.5	Governmental Consents	46	 
	     4.6	Binding Obligation; Creation, Perfection and Priority of Liens	46	 
	     4.7	Historical Financial Statements	46	 
	     4.8	Updated Financial Plan	47	 
	     4.9	Intentionally Omitted.	47	 
	     4.10	No Restricted Payments	47	 
	     4.11	Adverse Proceedings, etc	47	 
	     4.12	Payment of Taxes	47	 
	     4.13	Properties	47	 
	     4.14	Environmental Matters	48	 
	     4.15	No Defaults	48	 
	     4.16	Material Contracts; Intellectual Property	48	 
	     4.17	Governmental Regulation	49	 
	     4.18	Margin Stock	49	 
	     4.19	Employee Matters	49	 
	     4.20	Employee Benefit Plans	49	 
	     4.21	Certain Fees	50	 
	     4.22	Solvency	50	 
	     4.23	Compliance with Statutes, etc	50	 






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	     4.24	Disclosure	50	 
	     4.25	Telecommunications Approvals	51	 
	     4.26	No Violation of Telecommunications Regulations	51	 
	SECTION 5.	     AFFIRMATIVE COVENANTS	51	 
	     5.1	Financial Statements and Other Reports	51	 
	     5.2	Existence	56	 
	     5.3	Payment of Taxes and Claims	56	 
	     5.4	Maintenance of Properties	56	 
	     5.5	Insurance	56	 
	     5.6	Books and Records; Inspections; Lenders Meetings	57	 
	     5.7	Compliance with Contractual Obligations and Laws	57	 
	     5.8	Environmental	57	 
	     5.9	Subsidiaries	59	 
	     5.10	Material Real Estate Assets	59	 
	     5.11	Intentionally Omitted.	60	 
	     5.12	Intentionally Omitted.	60	 
	     5.13	Certain Post Closing Matters.	60	 
	     5.14	Intentionally Omitted	61	 
	     5.15	Further Assurances	61	 
	SECTION 6.	     NEGATIVE COVENANTS	61	 
	     6.1	Indebtedness	61	 
	     6.2	Liens	63	 
	     6.3	Equitable Lien; No Further Negative Pledges	65	 
	     6.4	Restricted Payments; Restrictions on Subsidiary Distributions	65	 
	     6.5	Investments	65	 
	     6.6	Minimum Available Cash	68	 






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	     6.7	Fundamental Changes; Disposition of Assets	68	 
	     6.8	Network Swaps	70	 
	     6.9	Disposal of Subsidiary Interests	71	 
	     6.10	Sales and Lease-Backs	71	 
	     6.11	Sale or Discount of Receivables	71	 
	     6.12	Transactions with Shareholders, Affiliates and Unrestricted Subsidiaries	71	 
	     6.13	Conduct of Business	72	 
	     6.14	Amendments or Waivers of Related Agreements	72	 
	     6.15	Disposition of Licenses, etc	72	 
	     6.16	Fiscal Year	72	 
	     6.17	Unrestricted Subsidiaries	72	 
	     6.18	Formation of New Subsidiaries	73	 
	SECTION 7.	     GUARANTY	73	 
	     7.1	Guaranty of the Obligations	73	 
	     7.2	Contribution by Guarantors	73	 
	     7.3	Payment by Guarantors	75	 
	     7.4	Liability of the Guarantors Absolute	75	 
	     7.5	Waivers by the Guarantors	77	 
	     7.6	Guarantors’ Rights of Subrogation, Contribution, etc	77	 
	     7.7	Subordination of Other Obligations	78	 
	     7.8	Continuing Guaranty	78	 
	     7.9	Authority of the Guarantors or the Borrowers	78	 
	     7.10	Financial Condition of the Borrowers	78	 
	     7.11	Bankruptcy, etc	79	 
	     7.12	Notice of Events	79	 
	     7.13	Discharge of Guaranty Upon Sale of Guarantor	79	 






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	SECTION 8.	     EVENTS OF DEFAULT	80	 
	     8.1	Events of Default	80	 
	SECTION 9.	     ADMINISTRATIVE AGENT	83	 
	     9.1	Appointment of the Administrative Agent	83	 
	     9.2	Powers and Duties	83	 
	     9.3	General Immunity	84	 
	     9.4	Lenders’ Representations, Warranties and Acknowledgment	85	 
	     9.5	Right to Indemnity	85	 
	     9.6	Successor Administrative Agent	85	 
	     9.7	Collateral Documents and Guaranty	86	 
	SECTION 10.	     MISCELLANEOUS	86	 
	     10.1	Notices	87	 
	     10.2	Expenses	87	 
	     10.3	Indemnity	87	 
	     10.4	Set-Off	88	 
	     10.5	Amendments and Waivers	89	 
	     10.6	Successors and Assigns; Participations	90	 
	     10.7	Independence of Covenants	93	 
	     10.8	Survival of Representations, Warranties and Agreements	93	 
	     10.9	No Waiver; Remedies Cumulative	94	 
	     10.10	Marshalling; Payments Set Aside	94	 
	     10.11	Severability	94	 
	     10.12	Entire Agreement	94	 
	     10.13	Obligations Several; Independent Nature of Lenders’ Rights	94	 
	     10.14	Headings	95	 
	     10.15	APPLICABLE LAW	95	 






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	     10.16	CONSENT TO JURISDICTION	95	 
	     10.17	WAIVER OF JURY TRIAL	96	 
	     10.18	Confidentiality	96	 
	     10.19	Usury Savings Clause	97	 
	     10.20	Counterparts; Effectiveness	97	 
	     10.21	Continuing Security Interest; No Novation	97	 
















vi


EXHIBITS 


Exhibit A – Assignment Agreement

 Exhibit B – Certificate re: Non-Bank Status

 Exhibit C – Compliance Certificate

 Exhibit D – Conversion/Continuation Notice

 Exhibit E – Counterpart Agreement

 Exhibit F – Funding Notice 

 Exhibit G – Landlord Personal Property Collateral Access Agreement

 Exhibit H – Pledge and Security Agreement

 Exhibit I – Preferred Note

 Exhibit J – Tax Sharing Agreement

 Exhibit K – Tranche A Term Loan Note

 Exhibit L – Trance B Term Loan Note

 Exhibit M – Form of Bryan Cave LLP Legal Opinion

 Exhibit N – Form of Summary Market Information

 Exhibit O – Form of Quarterly Report

 Exhibit P – Form of Series A Preferred Stock Purchase Agreement with GE Capital

 Exhibit Q – Updated Financial Plan 



APPENDICES 

Appendix A – Lender Information

 Appendix B – Principal Offices of Lenders 



SCHEDULES 


Schedule 1.1 – Pre-Approved Borrower Markets

 Schedule 3.1 – List of Real Property Interests at which more than $1,000,000 of Collateral is Kept

 Schedule 4.1 – Credit Party Jurisdictions List

 Schedule 4.2 – Capital Stock and Ownership of Credit Parties

 Schedule 4.5 – Governmental Consents

 Schedule 4.13 – Real Estate Assets; Material Leases

 Schedule 4.14 – Defaults

 Schedule 4.16(a) –Material Contracts

 Schedule 4.16(b) –Material Intellectual Property

 Schedule 5.5 – Insurance

 Schedule 6.1 - Indebtedness

 Schedule 6.5 – Investments

 Schedule 6.12 – Transactions with Shareholders, Affiliates and Unrestricted Subsidiaries

 Schedule 6.17 – Unrestricted Subsidiaries