EXHIBIT 10.34


[EXECUTION COPY]



$225,000,000

CREDIT AGREEMENT,

dated as of March 30, 2000,

among

CTC COMMUNICATIONS CORP.,
as the Borrower,

CTC COMMUNICATIONS GROUP, INC.,
as the Parent,

VARIOUS FINANCIAL INSTITUTIONS AND OTHER
PERSONS FROM TIME TO TIME PARTIES HERETO,
as the Lenders,

and

TORONTO DOMINION (TEXAS), INC.,
as the Administrative Agent for the Lenders.






TD SECURITIES (USA) INC.,
as the Lead Arranger and Book Runner.




	CREDIT AGREEMENT


THIS CREDIT AGREEMENT, dated as of March 30, 2000, is among CTC
COMMUNICATIONS CORP., a Massachusetts corporation (the "Borrower") and a
wholly-owned Subsidiary of the Parent (as defined below), CTC COMMUNICATIONS
GROUP, INC., a Delaware corporation (the "Parent"), the various financial
institutions and other Persons from time to time parties hereto
(collectively, the "Lenders"), TORONTO DOMINION (TEXAS), INC. ("TD"), as
administrative agent (in such capacity, the "Administrative Agent") for the
Lenders, and TD SECURITIES (USA) INC. ("TDSI"), as the Lead Arranger and
Bookrunner (in such capacity, the "Arranger").


	W I T N E S S E T H:


WHEREAS, the Borrower intends to refinance (the "Refinancing"), for an
aggregate amount of approximately $100,000,000, its existing (i) senior
credit facilities, evidenced by that certain Credit Agreement, dated as of
September 1, 1998 (as amended, supplemented, amended and restated or
otherwise modified prior to the date hereof, the "Existing Credit
Agreement"), among the Borrower, Goldman Sachs Credit Partners, L.P. and
Fleet National Bank, as a lender and as agent, and (ii) certain vendor
financing, evidenced by that certain Loan Agreement, dated as of October 14,
1998 (as amended, supplemented, amended and restated or otherwise modified
prior to the date hereof, the "Cisco Agreement", and, together with the
Existing Credit Agreement, the "Existing Financing Agreements"), among the
Borrower and Cisco Systems Capital Corporation;

WHEREAS, in connection with the Refinancing, certain capital
expenditures and the ongoing working capital and general corporate needs of
the Borrower and the Subsidiary Guarantors, the Borrower desires to obtain,
and the Lenders and the Issuers are willing to extend, on the terms and
subject to the conditions hereinafter set forth, the Commitments to make
Credit Extensions;

NOW, THEREFORE, the parties hereto hereby agree as follows.


	ARTICLE I
	DEFINITIONS AND ACCOUNTING TERMS

SECTION I.1.  Defined Terms.  The following terms (whether or not
underscored) when used in this Agreement, including its preamble and
recitals, shall, except where the context otherwise requires, have the
following meanings (such meanings to be equally applicable to the singular
and plural forms thereof):


"Administrative Agent" is defined in the preamble and includes each
other Person appointed as the successor Administrative Agent pursuant to
Section 10.4.

"Affiliate" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person.  "Control" of a Person means the power, directly or indirectly,

(a)  to vote 10% or more of the Capital Securities (on a fully
diluted basis) of such Person having ordinary voting power for the
election of directors, managing members or general partners (as
applicable); or

(b)  to direct or cause the direction of the management and
policies of such Person (whether by contract or otherwise).

"Agreement" means, on any date, this Credit Agreement as originally in
effect on the Effective Date and as thereafter amended, supplemented, amended
and restated or otherwise modified from time to time and in effect on such
date.

"ALE" means the total number of voice circuits and equivalent data
circuits that the Borrower and its Subsidiaries have in service.  Voice
circuits are the actual number of voice circuits purchased by the Borrower's
and its Subsidiaries' customers, while equivalent data circuits represents
the data transmission capacity purchased by such customers divided by 64
kilobits per second (the capacity necessary to carry one voice circuit).

"Alternate Base Rate" means, on any date and with respect to all Base
Rate Loans, a fluctuating rate of interest per annum equal to the higher of

(a)  the Base Rate in effect on such day; and

(b)  the Federal Funds Rate in effect on such day plus 1/2 of 1%.

Changes in the rate of interest on that portion of any Loans maintained as
Base Rate Loans will take effect simultaneously with each change in the
Alternate Base Rate.  The Administrative Agent will give notice promptly to
the Borrower and the Lenders of changes in the Alternate Base Rate; provided,
that the failure to give such notice shall not affect the Alternate Base Rate
in effect after such change.

"Annualized Consolidated EBITDA" means, at any date of determination,
Consolidated EBITDA for the most recently completed full Fiscal Quarter
multiplied by four.

"Applicable Commitment Fee" means the applicable percentage set forth
below corresponding to the relevant Average Used Amount:





Average
Used Amount
Applicable
	Commitment Fee

Greater than or equal to 0.67				0.75%
Less than 0.67 but greater than
  or equal to 0.33					1.00%

Less than 0.33						1.50%

The Average Used Amount used to compute the Applicable Commitment Fee shall
be that set forth in the Compliance Certificate most recently delivered by
the Borrower to the Administrative Agent.  Changes in the Applicable
Commitment Fee resulting from a change in the Average Used Amount shall
become effective upon delivery by the Borrower to the Administrative Agent of
a new Compliance Certificate pursuant to clause (d) of Section 7.1.1.  If the
Borrower shall fail to deliver a Compliance Certificate within 45 days after
the end of any Fiscal Quarter (or within 90 days, in the case of the last
Fiscal Quarter of the Fiscal Year) or if any Event of Default has occurred
and is continuing, the Applicable Commitment Fee from and including the 46th
(or 91st, as the case may be) day after the end of such Fiscal Quarter to but
not including the date the Borrower delivers to the Administrative Agent a
Compliance Certificate shall conclusively equal the highest Applicable
Commitment Fee set forth above.  Notwithstanding any of the foregoing, the
Applicable Commitment Fee shall be equal to 0.125% on the applicable
Commitment Amounts not available pursuant to Section 11.13.

"Applicable Margin" means, at all times during the applicable periods
set forth below,

(a)  from the Effective Date to (but excluding) the date upon
which the Compliance Certificate for the Fiscal Quarter ending March
31, 2001 is required to be delivered by the Borrower to the
Administrative Agent pursuant to clause (d) of Section 7.1.1, with
respect to the unpaid principal amount of each Revolving Loan and
Term A Loan maintained as a (i) Base Rate Loan, 3.25% per annum and
(ii) LIBO Rate Loan, 4.25% per annum; and

(b)  at all times from and after the date the Compliance
Certificate described in clause (a) above is required to be delivered,
with respect to the unpaid principal amount of each Revolving Loan and
Term A Loan, the rate determined by reference to the applicable Total
Leverage Ratio and at the applicable percentage per annum set forth
below under the column entitled "Applicable Margin for Base Rate
Loans", in the case of such Loans made or maintained as Base Rate
Loans, or by reference to the applicable Total Leverage Ratio and at
the applicable percentage per annum set forth below under the column
entitled "Applicable Margin for LIBO Rate Loans", in the case of such
Loans made or maintained as LIBO Rate Loans:





<TABLE>
<CAPTION>
Total Leverage Ratio 		Applicable Margin For
Base Rate Loans
	Applicable
Margin For
LIBO Rate Loans
<S>						<C>				<C>

Greater than or equal to 8.00:1	3.25%				4.25%

Greater than or equal to 6.00:1
but less than 8.00:1			2.75%*			3.75%

Greater than or equal to 5.00:1
but less than 6.00:1			2.50%				3.50%

Greater than or equal to 4.00:1
but less than 5.00:1			2.25%				3.25%

Less than 4.00:1				2.00%				3.00%
</TABLE>
(c)  at all times from and after the Effective Date, with respect
to the unpaid principal amount of each Term B Loan maintained as a
(i) Base Rate Loan, 3.50% per annum and (ii) LIBO Rate Loan, 4.50% per
annum.

With respect to clause (b) above, the Total Leverage Ratio used to compute
the Applicable Margin shall be the Total Leverage Ratio set forth in the
Compliance Certificate most recently delivered by the Borrower to the
Administrative Agent.  Changes in the Applicable Margin resulting from a
change in the Total Leverage Ratio shall become effective upon delivery by
the Borrower to the Administrative Agent of a new Compliance Certificate
pursuant to clause (d) of Section 7.1.1.  If the Borrower shall fail to
deliver a Compliance Certificate within 45 days after the end of any Fiscal
Quarter (or within 90 days, in the case of the last Fiscal Quarter of the
Fiscal Year) or if any Event of Default has occurred and is continuing, the
Applicable Margin from and including the 46th (or 91st, as the case may be)
day after the end of such Fiscal Quarter to but not including the date the
Borrower delivers to the Administrative Agent a Compliance Certificate shall
conclusively equal the highest Applicable Margin set forth above.
Notwithstanding the foregoing, with respect to clauses (a) through (c), the
Applicable Margins for all Loans shall each be reduced by 0.25% upon the
receipt by the Borrower of not less than $75,000,000 of cash equity proceeds
from the Parent in connection with the Parent's receipt of Net Equity
Proceeds not otherwise required to be applied to a mandatory prepayment of
the Loans pursuant to clause (h) of Section 3.1.1, such reduction to become
effective upon delivery by the Borrower to the Administrative Agent of a new
Compliance Certificate pursuant to clause (d) of Section 7.1.1 in respect of
the Fiscal Quarter during which the Borrower received such cash equity
proceeds.

"Arranger" is defined in the preamble.

"Assignee Lender" is defined in Section 11.11.1.


"Assignor Lender" is defined in Section 11.11.1.

"Authorized Officer" means, relative to any Obligor, those of its
officers, general partners or managing members (as applicable) whose
signatures and incumbency shall have been certified to the Administrative
Agent, the Lenders and the Issuers pursuant to Section 5.1.1.

"Average Used Amount" means, as of any date of determination, the
percentage (expressed as a decimal) which results from dividing (a) the
average daily amount of Revolving Loans and Term A Loans outstanding for the
Fiscal Quarter ending on or immediately preceding the date of determination
by (b) the sum of the then applicable Revolving Loan Commitment Amount, the
then applicable Term A Loan Commitment Amount and the average daily amount of
Term A Loans outstanding for such Fiscal Quarter.

"Bank Memorandum" means the Confidential Information Memorandum, dated
March, 2000, and prepared by the Arranger on the basis of information
supplied by the Parent and the Borrower.

"Base Rate" means, at any time, the rate of interest then most recently
established by the Administrative Agent in New York as its base rate for U.S.
dollars loaned in the United States.  The Base Rate is not necessarily
intended to be the lowest rate of interest determined by the Administrative
Agent in connection with extensions of credit.

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

"Borrower" is defined in the preamble.

"Borrower Pledge and Security Agreement" means the Pledge and Security
Agreement executed and delivered by an Authorized Officer of the Borrower,
substantially in the form of Exhibit G-2 hereto, as amended, supplemented,
amended and restated or otherwise modified from time to time.

"Borrowing" means the Loans of the same type and, in the case of LIBO
Rate Loans, having the same Interest Period made by all Lenders required to
make such Loans on the same Business Day and pursuant to the same Borrowing
Request in accordance with Section 2.1.

"Borrowing Request" means a Loan request and certificate duly executed
by an Authorized Officer of the Borrower, substantially in the form of
Exhibit B-1 hereto.

"Business Day" means

(a)  any day which is neither a Saturday or Sunday nor a legal
holiday on which banks are authorized or required to be closed in
New York, New York; and


(b)  relative to the making, continuing, prepaying or repaying of
any LIBO Rate Loans, any day which is a Business Day described in
clause (a) above and which is also a day on which dealings in Dollars
are carried on in the London interbank eurodollar market.

"Capital Expenditures" means, for any period, the aggregate amount of
(a) all expenditures of the Borrower and its Subsidiaries for fixed or
capital assets made during such period which, in accordance with GAAP, would
be classified as capital expenditures and (b) Capitalized Lease Liabilities
incurred by the Borrower and its Subsidiaries during such period.

"Capital Securities" means, with respect to any Person, any and all
interests, including shares of capital stock, membership interests in limited
liability companies and general or limited partnership interests in any
partnership, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's capital, whether now outstanding or
issued after the Effective Date.

"Capitalized Lease Liabilities" means all monetary obligations of the
Borrower or any of its Subsidiaries under any leasing or similar arrangement
which have been (or, in accordance with GAAP, should be) classified as
capitalized leases, and for purposes of each Loan Document the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP, and the stated maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of
a premium or a penalty.

"Cash Collateralize" means, with respect to a Letter of Credit, the
deposit of immediately available funds into a cash collateral account
maintained with (or on behalf of) the Administrative Agent on terms
satisfactory to the Administrative Agent in an amount equal to the Stated
Amount of such Letter of Credit.

"Cash Equivalent Investment" means, at any time:

(a)  any direct obligation of (or unconditionally guaranteed by)
the United States or a State thereof (or any agency or political
subdivision thereof, to the extent such obligations are supported by
the full faith and credit of the United States or a State thereof)
maturing not more than one year after such time;

(b)  commercial paper maturing not more than 270 days from the
date of issue, which is issued by

(i)  a corporation (other than an Affiliate of any Obligor)
organized under the laws of any State of the United States or of
the District of Columbia and rated A-1 or higher by S&P or P-1 or
higher by Moody's, or


(ii)  any Lender (or its holding company);

(c)  any certificate of deposit, time deposit or bankers
acceptance, maturing not more than one year after its date of issuance,
which is issued by either

(i)  any bank organized under the laws of the United States
(or any State thereof) and which has (x) a credit rating of A2 or
higher from Moody's or A or higher from S&P and (y) a combined
capital and surplus greater than $500,000,000, or

(ii)  any Lender; or

(d)  any repurchase agreement having a term of 30 days or less
entered into with any Lender or any commercial banking institution
satisfying the criteria set forth in clause (c)(i) which

(i)  is secured by a fully perfected security interest in
any obligation of the type described in clause (a), and

(ii)  has a market value at the time such repurchase
agreement is entered into of not less than 100% of the repurchase
obligation of such commercial banking institution thereunder.

"Casualty Event" means the damage, destruction or condemnation, as the
case may be, of property of the Borrower or any of its Subsidiaries.

"CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended.

"CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

"Change in Control" means


(a)  at any time, (i) any person or group (within the meaning of
Sections 13(d) and 14(d) under the Exchange Act), other than the
Permitted Holders, shall become the ultimate "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act) or holder of
voting power, directly or indirectly, with respect to Capital
Securities representing either (A) more than 40% of the Capital
Securities or voting power with respect to the Parent on a fully
diluted basis or (B) more than the percentage of the Capital Securities
or voting power with respect to the Parent on a fully diluted basis
then held by the Permitted Holders or (ii) the Fabbricatore Related
Parties hold less than 51% of the total number of shares of Capital
Securities held by the Fabbricatore Related Parties on and as of the
Effective Date (as adjusted for stock splits, stock dividends, stock
reclassifications and similar transactions); or

(b)  the failure of the Parent at any time to directly own
beneficially and of record on a fully diluted basis 100% of the
outstanding Capital Securities of the Borrower, such Capital Securities
to be held free and clear of all Liens (other than Liens granted under
a Loan Document); or

(c)  during any period of 24 consecutive months, individuals who
at the beginning of such period constituted the Board of Directors of
the Borrower (together with any new directors whose election to such
Board or whose nomination for election by the stockholders of the
Borrower was approved by a vote of a majority of the directors then
still in office who were either directors at the beginning of such
period or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors of the Borrower then in office; or

(d)  the occurrence of any "Change of Control" (or similar term)
under (and as defined in) any Subordinated Debt Document.

"Cisco Agreement" is defined in the first recital.

"Closing Date" means the date of the initial Credit Extension
hereunder, but in no event shall such date be later than March 31, 2000.

"Closing Date Certificate" means the closing date certificate executed
and delivered by an Authorized Officer of each of the Parent and the
Borrower, substantially in the form of Exhibit D hereto.

"Code" means the Internal Revenue Code of 1986, and the regulations
thereunder, in each case as amended, reformed or otherwise modified from time
to time.

"Collateral" is defined in the Pledge Agreements.

"Commitment" means, as the context may require, the Term A Loan
Commitment, Term B Loan Commitment, Revolving Loan Commitment or Letter of
Credit Commitment.

"Commitment Amount" means, as the context may require, the Term A Loan
Commitment Amount, the Term B Loan Commitment Amount, the Revolving Loan
Commitment Amount or the Letter of Credit Commitment Amount.

"Commitment Letter" means the confidential letter, dated January 21,
2000, from TDSI to the Borrower and the Parent, as amended, supplemented,
amended and restated or otherwise modified from time to time.


"Commitment Termination Date" means, as the context may require, the
Term A Loan Commitment Termination Date, the Term B Loan Commitment
Termination Date or the Revolving Loan Commitment Termination Date.

"Commitment Termination Event" means

(a)  the occurrence of any Event of Default with respect to the
Borrower described in clauses (a) through (d) of Section 8.1.9; or

(b)  the occurrence and continuance of any other Event of Default
and either

(i)  the declaration of all or any portion of the Loans to
be due and payable pursuant to clause (a) of Section 8.3, or

(ii)  the giving of notice by the Administrative Agent,
acting at the direction of the Required Lenders, to the Borrower
that the Commitments have been terminated.

"Communications Law" means the Communications Act of 1934, as amended,
and all rules and regulations thereunder, or any successor statute or
statutes amended, and all rules and regulation thereunder, or any successor
or statutes thereto (including the Telecommunications Act of 1996) and all
rules and regulation thereunder, and all rules and regulations of the FCC,
any applicable PUC or any other applicable Governmental Authority related to
the provision of telecommunication or broadcast services, each as amended or
supplemented from time to time.

"Compliance Certificate" means a certificate duly completed and
executed by an Authorized Officer of the Parent, substantially in the form of
Exhibit E hereto, together with such changes thereto as the Administrative
Agent may from time to time request for the purpose of monitoring the
Consolidated Group's compliance with the financial covenants contained
herein.

"Consolidated EBITDA" means, for any applicable period, the sum of

(a)  Net Income for such period, plus

(b)  to the extent deducted in determining Net Income, the sum of
(i) amounts attributable to amortization, (ii) income tax expense,
(iii) Interest Expense and (iv) depreciation of assets, in each case
annualized for applicable periods of less than a year, for such period.

"Consolidated Group" means the Parent, the Borrower and each of their
respective Subsidiaries.


"Contingent Liability" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is
contingently liable upon (by direct or indirect agreement, contingent or
otherwise, to provide funds for payment, to supply funds to, or otherwise to
invest in, a debtor, or otherwise to assure a creditor against loss) the
Indebtedness of any other Person (other than by endorsements of instruments
in the course of collection), or guarantees the payment of dividends or other
distributions upon the Capital Securities of any other Person.  The amount of
any Person's obligation under any Contingent Liability shall (subject to any
limitation set forth therein) be deemed to be the outstanding principal
amount of the debt, obligation or other liability guaranteed thereby.

"Continuation/Conversion Notice" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the
Borrower, substantially in the form of Exhibit C hereto.

"Controlled Group" means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the
Parent, the Borrower or any Subsidiary of the Borrower, are treated as a
single employer under Section 414(b) or 414(c) of the Code or Section 4001 of
ERISA.

"Copyright Security Agreement" means any Copyright Security Agreement
executed and delivered by any Obligor in substantially the form of Exhibit C
to any Pledge and Security Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time.

"Credit Extension" means, as the context may require,

(a)  the making of a Loan by a Lender; or

(b)  the issuance of any Letter of Credit, or the extension of
any Stated Expiry Date of any existing Letter of Credit, by an Issuer.

"Debt Service" means, for any period, any principal payments and any
cash Interest Expense required to be paid by the Consolidated Group for such
period.

"Default" means any Event of Default or any condition, occurrence or
event which, after notice or lapse of time or both, would constitute an Event
of Default.

"Disbursement" is defined in Section 2.6.2.

"Disbursement Date" is defined in Section 2.6.2.


"Disclosure Schedule" means the Disclosure Schedule attached hereto as
Schedule I, as it may be amended, supplemented, amended and restated or
otherwise modified from time to time by the Borrower with the written consent
of the Required Lenders (in their sole discretion).

"Disposition" (or similar words such as "Dispose") means any sale,
transfer, lease, contribution or other conveyance (including by way of
merger) of, or the granting of options, warrants or other rights to, any of
the Borrower's or its Subsidiaries' assets (including accounts receivables
and Capital Securities of Subsidiaries) to any other Person (other than to
another Obligor) in a single transaction or series of transactions.

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

"Domestic Office" means the office of a Lender designated as its
"Domestic Office" on Schedule II hereto or in a Lender Assignment Agreement,
or such other office within the United States as may be designated from time
to time by notice from such Lender to the Administrative Agent and the
Borrower.

"Effective Date" means the date this Agreement becomes effective
pursuant to Section 11.8.

"Eligible Assignees" means each Lender, any Affiliate of a Lender, any
commercial bank or other financial institution, any fund that invests in
loans (and any Related Funds) and any other Person approved in writing by the
Administrative Agent.

"Environmental Laws" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules, regulations and guidelines
(including consent decrees and administrative orders) relating to public
health and safety and protection of the environment.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto of similar import, together with
the regulations thereunder, in each case as in effect from time to time.
References to Sections of ERISA also refer to any successor Sections thereto.

"Event of Default" is defined in Section 8.1.

"Excess Cash Flow" means, for any Fiscal Year, the excess (if any), of
(a) Consolidated EBITDA for such Fiscal Year over (b) the sum (for such
Fiscal Year) of (i) Debt Service actually paid in cash by the Consolidated
Group, (ii) all income taxes actually paid in cash by the Consolidated Group
and (iii) Capital Expenditures actually made by the Consolidated Group during
such Fiscal Year.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exemption Certificate" is defined in clause (e) of Section 4.6.

"Existing Credit Agreement" is defined in the first recital.

"Existing Financing Agreements" is defined in the first recital.

"Fabbricatore" means Mr. Robert Fabbricatore.

"Fabbricatore Family Trusts" means trusts or other estate planning
vehicles established for the benefit of the Family Members of Fabbricatore.

"Fabbricatore Related Parties" means Fabbricatore, the Family Members
of Fabbricatore, Fabbricatore Family Trusts and any wholly owned Subsidiary
of any combination of the foregoing.

"Family Member" means, with respect to any individual, any other
individual having a relationship by blood (to the second degree of
consanguinity), marriage or adoption to such individual.

"FCC" means the Federal Communications Commission, or any other similar
or successor agency of the federal government administering the
Communications Act.

"Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to

(a)  the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by
federal funds brokers, as published for such day (or, if such day is
not a Business Day, for the next preceding Business Day) by the Federal
Reserve Bank of New York; or

(b)  if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such
transactions received by TD from three federal funds brokers of
recognized standing selected by it.

"Fee Letter" means the confidential letter, dated January 21, 2000,
from TDSI to the Borrower and the Parent, as amended, supplemented, amended
and restated or otherwise modified from time to time.

"Filing Agent" is defined in Section 5.1.10.

"Filing Statements" is defined in Section 5.1.10.

"Fiscal Quarter" means a quarter ending on the last day of March, June,
September or December.


"Fiscal Year" means any period of twelve consecutive calendar months
ending on March 31; references to a Fiscal Year with a number corresponding
to any calendar year (e.g., the "2000 Fiscal Year") refer to the Fiscal Year
ending on March 31 of such calendar year.

"Foreign Subsidiary" means any Subsidiary that is not a U.S.
Subsidiary.

"F.R.S. Board" means the Board of Governors of the Federal Reserve
System or any successor thereto.

"GAAP" is defined in Section 1.4.

"Governmental Authority" means the government of the United States, any
other nation or any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central
bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to
government.

"Guarantee Obligations" is defined in Section 9.1.

"Hazardous Material" means

(a)  any "hazardous substance", as defined by CERCLA;

(b)  any "hazardous waste", as defined by the Resource
Conservation and Recovery Act, as amended; or

(c)  any pollutant or contaminant or hazardous, dangerous or
toxic chemical, material or substance (including any petroleum product)
within the meaning of any other applicable federal, state or local law,
regulation, ordinance or requirement (including consent decrees and
administrative orders) relating to or imposing liability or standards
of conduct concerning any hazardous, toxic or dangerous waste,
substance or material, all as amended.

"Hedging Obligations" means, with respect to any Person, all
liabilities of such Person under currency exchange agreements, interest rate
swap agreements, interest rate cap agreements and interest rate collar
agreements, and all other agreements or arrangements designed to protect such
Person against fluctuations in interest rates or currency exchange rates.

"herein", "hereof", "hereto", "hereunder" and similar terms contained
in any Loan Document refer to such Loan Document as a whole and not to any
particular Section, paragraph or provision of such Loan Document.


"ICP Business" means the full-service integrated communications
provider business, providing business costumers with local exchange, long
distance, internet and high speed services for both voice and data.

"Impermissible Qualification" means any qualification or exception to
the opinion or certification of any independent public accountant as to any
financial statement of any member of the Consolidated Group which

(a)  is of a "going concern" or similar nature;

(b)  relates to the limited scope of examination of matters
relevant to such financial statement; or

(c)  relates to the treatment or classification of any item in
such financial statement and which, as a condition to its removal,
would require an adjustment to such item the effect of which would be
to cause such member of the Consolidated Group to be in Default.

"including" and "include" means including without limiting the
generality of any description preceding such term, and, for purposes of each
Loan Document, the parties hereto agree that the rule of ejusdem generis
shall not be applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar to the
matters specifically mentioned.

"Indebtedness" of any Person means:

(a)  all obligations of such Person for borrowed money or
advances and all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments;

(b)  all obligations, contingent or otherwise, relative to the
face amount of all letters of credit, whether or not drawn, and
banker's acceptances issued for the account of such Person;

(c)  all Capitalized Lease Liabilities of such Person;

(d)  for purposes of Section 8.1.5 only, all other items which,
in accordance with GAAP, would be included as liabilities on the
liability side of the balance sheet of such Person as of the date at
which Indebtedness is to be determined;

(e)  net liabilities of such Person under all Hedging
Obligations;


(f)  whether or not so included as liabilities in accordance with
GAAP, all obligations of such Person to pay the deferred purchase price
of property or services (excluding trade accounts payable in the
ordinary course of business which are not overdue for a period of more
than 60 days or, if overdue for more than 60 days, as to which a
dispute exists and adequate reserves in conformity with GAAP have been
established on the books of such Person), and indebtedness secured by
(or for which the holder of such indebtedness has an existing right,
contingent or otherwise, to be secured by) a Lien on property owned or
being acquired by such Person (including indebtedness arising under
conditional sales or other title retention agreements), whether or not
such indebtedness shall have been assumed by such Person or is limited
in recourse;

(g)  obligations arising under Synthetic Leases; and

(h)  all Contingent Liabilities of such Person in respect of any
of the foregoing.

The Indebtedness of any Person shall include the Indebtedness of any other
Person (including any partnership in which such Person is a general partner)
to the extent such Person is liable therefor as a result of such Person's
ownership interest in or other relationship with such other Person, except to
the extent the terms of such Indebtedness provide that such Person is not
liable therefor.

"Indemnified Liabilities" is defined in Section 11.4.

"Indemnified Parties" is defined in Section 11.4.

"Intercompany Subordination Agreement" means the Subordination
Agreement, substantially in the form of Exhibit H hereto, executed and
delivered by two or more Obligors pursuant to the terms of this Agreement, as
amended, supplemented, amended and restated or otherwise modified from time
to time.

"Interconnection Agreements" means each of the interconnection
agreements between the applicable incumbent local exchange carrier and a
member of the Consolidated Group.

"Interest Coverage Ratio" means, as of the last day of any Fiscal
Quarter, the ratio of (a) Annualized Consolidated EBITDA computed for such
Fiscal Quarter to (b) Interest Expense computed for the period consisting of
such Fiscal Quarter and each of the three immediately preceding Fiscal
Quarters.

"Interest Expense" means, for any period, the aggregate interest
expense (both accrued and paid) of the Consolidated Group for such period,
including the portion of any payments made in respect of Capitalized Lease
Liabilities allocable to interest expense (net of interest income paid during
such period to the Consolidated Group).


"Interest Period" means, relative to any LIBO Rate Loan, the period
beginning on (and including) the date on which such LIBO Rate Loan is made or
continued as, or converted into, a LIBO Rate Loan pursuant to Sections 2.3 or
2.4 and shall end on (but exclude) the day which numerically corresponds to
such date one, two, three or six months thereafter (or, if such month has no
numerically corresponding day, on the last Business Day of such month), as
the Borrower may select in its relevant notice pursuant to Sections 2.3 or
2.4; provided, however, that

(a)  the Borrower shall not be permitted to select Interest
Periods to be in effect at any one time which have expiration dates
occurring on more than ten different dates;

(b)  if such Interest Period would otherwise end on a day which
is not a Business Day, such Interest Period shall end on the next
following Business Day (unless such next following Business Day is the
first Business Day of a calendar month, in which case such Interest
Period shall end on the Business Day next preceding such numerically
corresponding day); and

(c)  no Interest Period for any Loan may end later than the
Stated Maturity Date for such Loan.

"Investment" means, relative to any Person, (a) any loan, advance or
extension of credit made by or contingent obligation entered into by, such
Person to or for the benefit of any other Person, including the purchase by
such Person of any bonds, notes, debentures or other debt securities of any
other Person; and (b) any Capital Securities held by such Person in any other
Person.  The amount of any Investment shall be the original principal or
capital amount thereof less all returns of principal or equity thereon and
shall, if made by the transfer or exchange of property other than cash, be
deemed to have been made in an original principal or capital amount equal to
the fair market value of such property at the time of such Investment.

"ISP Rules" is defined in Section 11.9.

"Issuance Request" means a Letter of Credit request and certificate
duly executed by an Authorized Officer of the Borrower, substantially in the
form of Exhibit B-2 hereto.

"Issuer" means TD in its capacity as Issuer of the Letters of Credit.
At the request of TD and with the Borrower's consent (not to be unreasonably
withheld), another Lender or an Affiliate of TD may issue one or more Letters
of Credit hereunder.

"Lender Assignment Agreement" means an assignment agreement
substantially in the form of Exhibit I hereto.

"Lenders" is defined in the preamble.


"Lender's Environmental Liability" means any and all losses,
liabilities, obligations, penalties, claims, litigation, demands, defenses,
costs, judgments, suits, proceedings, damages (including consequential
damages), disbursements or expenses of any kind or nature whatsoever
(including reasonable attorneys' fees at trial and appellate levels and
experts' fees and disbursements and expenses incurred in investigating,
defending against or prosecuting any litigation, claim or proceeding) which
may at any time be imposed upon, incurred by or asserted or awarded against
the Arranger, the Administrative Agent, any Lender or any Issuer or any of
such Person's Affiliates, shareholders, directors, officers, employees, and
agents in connection with or arising from:

(a)  any Hazardous Material on, in, under or affecting all or any
portion of any property of the Borrower or any of its Subsidiaries, the
groundwater thereunder, or any surrounding areas thereof to the extent
caused by Releases from the Borrower's or any of its Subsidiaries' or
any of their respective predecessors' properties;

(b)  any misrepresentation, inaccuracy or breach of any warranty,
contained or referred to in Section 6.13;

(c)  any violation or claim of violation by the Borrower or any
of its Subsidiaries of any Environmental Laws; or

(d)  the imposition of any lien for damages caused by or the
recovery of any costs for the cleanup, release or threatened release of
Hazardous Material by the Borrower or any of its Subsidiaries, or in
connection with any property owned or formerly owned by the Borrower or
any of its Subsidiaries.

"Letter of Credit" is defined in Section 2.1.2.

"Letter of Credit Commitment" means, with respect to an Issuer, such
Issuer's obligation to issue Letters of Credit pursuant to Section 2.1.2 and,
with respect to each Revolving Loan Lender, the obligations of each such
Lender to participate in such Letters of Credit pursuant to Section 2.6.1.

"Letter of Credit Commitment Amount" means, on any date, a maximum
amount of $7,000,000, as such amount may be permanently reduced from time to
time pursuant to clause (a) of Section 2.2.

"Letter of Credit Outstandings" means, on any date, an amount equal to
the sum of (i) the then aggregate amount which is undrawn and available under
all issued and outstanding Letters of Credit, and (ii) the then aggregate
amount of all unpaid and outstanding Reimbursement Obligations.


"LIBO Rate" means, relative to any Interest Period, either (a) the rate
of interest per annum determined by the Administrative Agent (rounded upward
to the nearest 1/16th of 1%) appearing on the Dow Jones Market Screen 3740 or
3750 (or, if more than one rate appears on such screen, the arithmetic mean
for all such rates rounded upward to the nearest 1/16th of 1%) as the London
interbank offered rate for deposits in the applicable currency at
approximately 11:00 a.m., London time, on the second full Business Day
preceding the first day of such Interest Period, and in an amount
approximately equal to the amount of the Administrative Agent's LIBO Rate
Loan and for a period approximately equal to such Interest Period or (b) if
such rate is for any reason not available, the rate per annum equal to the
rate at which the Administrative Agent or its designee is offered deposits in
such currency at or about 11:00 a.m., London time, two Business Days prior to
the beginning of such Interest Period in the interbank eurodollar market
where the eurodollar and foreign currency and exchange operations in respect
of its LIBO Rate Loans are then being conducted for settlement in immediately
available funds, for delivery on the first day of such Interest Period for
the number of days comprised therein, and in an amount comparable to the
amount of its LIBO Rate Loan to be outstanding during such Interest Period.

"LIBO Rate Loan" means a Loan bearing interest, at all times during an
Interest Period applicable to such Loan, at a rate of interest determined by
reference to the LIBO Rate (Reserve Adjusted).

"LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made,
continued or maintained as, or converted into, a LIBO Rate Loan for any
Interest Period, a rate per annum (rounded upwards, if necessary, to the
nearest 1/16 of 1%) determined pursuant to the following formula:


       LIBO Rate        =            LIBO Rate
                                          ----------------------------------
(Reserve Adjusted)          1.00 - LIBOR Reserve Percentage

The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans
will be determined by the Administrative Agent on the basis of the LIBOR
Reserve Percentage in effect two Business Days before the first day of such
Interest Period.

"LIBOR Office" means the office of a Lender designated as its "LIBOR
Office" on Schedule II hereto or in a Lender Assignment Agreement, or such
other office designated from time to time by notice from such Lender to the
Borrower and the Administrative Agent, whether or not outside the United
States, which shall be making or maintaining the LIBO Rate Loans of such
Lender.

"LIBOR Reserve Percentage" means, relative to any Interest Period for
LIBO Rate Loans, the reserve percentage (expressed as a decimal) equal to the
maximum aggregate reserve requirements (including all basic, emergency,
supplemental, marginal and other reserves and taking into account any
transitional adjustments or other scheduled changes in reserve requirements)
specified under regulations issued from time to time by the F.R.S. Board and
then applicable to assets or liabilities consisting of or including
"Eurocurrency Liabilities", as currently defined in Regulation D of the
F.R.S. Board, having a term approximately equal or comparable to such
Interest Period.


"Licenses" means any government license, authorization, certificate of
compliance, franchise, approval or permit for the provision of competitive
local exchange carrier telephony service, data transport, internet access and
other related services and any other license, permit, consent, certificate of
compliance, franchise, approval, waiver, or authorization granted or issued
by the FCC or any other applicable Governmental Authority, including any
applicable PUC Authorization and any of the foregoing authorizing or
permitting the acquisition, construction or operation of any Network Facility
or any other system for the provision of competitive local exchange carrier
telephony service, date transfer, internet connectivity and other related
services, required to be obtained by any member of the Consolidated Group in
order to conduct the ICP Business of the Borrower and its Subsidiaries.

"Lien" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property, or other priority or preferential
arrangement of any kind or nature whatsoever, to secure payment of a debt or
performance of an obligation.

"Loan Documents" means, collectively, this Agreement, the Notes, the
Letters of Credit, each Rate Protection Agreement, the Fee Letter, each
agreement pursuant to which the Administrative Agent is granted a Lien to
secure the Obligations and each other agreement, certificate, document or
instrument delivered in connection with any Loan Document, whether or not
specifically mentioned herein or therein.

"Loans" means, as the context may require, a Revolving Loan or a
Term Loan of any type.

"Material Adverse Effect" means a material adverse effect on (a) the
business, assets, debt service capacity, tax position, environmental
liability or financial condition, operations or prospects of the Parent, the
Borrower or the Borrower and its Subsidiaries taken as a whole, (b) the
rights and remedies of any Secured Party under any Loan Document or (c) the
ability of any Obligor to perform its Obligations under any Loan Document.

"Moody's" means Moody's Investors Service, Inc.

"Mortgage" means each mortgage, deed of trust or agreement executed and
delivered by any Obligor in favor of the Administrative Agent for the benefit
of the Secured Parties pursuant to the requirements of this Agreement in form
and substance reasonably satisfactory to the Administrative Agent, under
which a Lien is granted on the real property and fixtures described therein,
in each case as amended, supplemented, amended and restated or otherwise
modified from time to time.

"Necessary Authorizations" means all grants, approvals, and licenses
from, and all filings and registrations with, any Governmental Authority,
including the Licenses and all grants, approvals, licenses, filings and
registrations under any Communications Law, in each case necessary in order
to enable the Borrower and its Subsidiaries to own, construct, maintain, and
operate its ICP Business.


"Net Casualty Proceeds" means, with respect to any Casualty Event, the
amount of any insurance proceeds or condemnation awards (including
over-funding of any ERISA plan) received by the Borrower or any of its
Subsidiaries in connection with such Casualty Event, but excluding any
proceeds or awards required to be paid to a creditor (other than the Lenders)
which holds a first priority Lien permitted by Section 7.2.3 on the property
which is the subject of such Casualty Event.

"Net Debt Proceeds" means, with respect to the sale or issuance by any
member of the Consolidated Group to any Person of any Indebtedness permitted
to be sold or issued by the Required Lenders after the Effective Date, the
excess of (a) the gross cash proceeds received by such member of the
Consolidated Group from such sale or issuance, over (b) all reasonable and
customary underwriting commissions and legal, investment banking, brokerage
and accounting and other professional fees, sales commissions and
disbursements and all other reasonable fees, expenses and charges, in each
case actually incurred in connection with such sale or issuance which have
not been paid to Affiliates of such member of the Consolidated Group in
connection therewith.

"Net Disposition Proceeds" means, with respect to a Permitted
Disposition of the assets of the Borrower or any of its Subsidiaries, the
excess of (a) the gross cash proceeds received by the Borrower or such
Subsidiary from any Permitted Disposition, less (b) the sum of (i) all
reasonable and customary fees and expenses with respect to legal, investment
banking, brokerage and accounting and other professional fees, sales
commissions and disbursements and all other reasonable fees, expenses and
charges, in each case actually incurred in connection with such Permitted
Disposition which have not been paid to Affiliates of any of the Consolidated
Group, and (ii) all Taxes actually paid or estimated by the Borrower (in good
faith) to be payable in cash in connection with such Permitted Disposition;
provided, however, that if, after the payment of all Taxes with respect to
such Permitted Disposition, the amount of estimated Taxes, if any, pursuant
to clause (b)(ii) above exceeded the Taxes actually paid in cash in respect
of such Permitted Disposition, the aggregate amount of such excess shall be
immediately payable, pursuant to clause (f) of Section 3.1.1, as Net
Disposition Proceeds.

"Net Equity Proceeds" means with respect to the sale or issuance by the
Parent or the Borrower of any of its Capital Securities, warrants or options
or the exercise of any such warrants or options, the excess of (a) the gross
cash proceeds received by such Person from such sale, issuance or exercise
over (b) all reasonable and customary underwriting commissions and legal,
investment banking, brokerage and accounting and other professional fees,
sales commissions and disbursements actually incurred in connection with such
sale or issuance which have not been paid to Affiliates of the Parent or the
Borrower in connection therewith.

"Net Income" means, for any period, the aggregate of all amounts
(exclusive of all amounts in respect of (i) any non-cash extraordinary gains
and losses and (ii) any Non-Recurring Items in an amount not to exceed
$5,000,000 in the aggregate per annum) which would be included as net income
on the consolidated financial statements of the Consolidated Group for such
period.

"Network Agreement" means any document or agreement entered into by the
Borrower or any of its Subsidiaries regarding the use, operation or
maintenance of, or otherwise concerning, any of the Network Facilities.

"Network Facilities" means the switches and network of digital and
analog facilities owned or leased by the Borrower or any of its Subsidiaries
for use in its ICP Business.

"Non-Excluded Taxes" means any Taxes other than net income and
franchise taxes imposed with respect to any Secured Party by any Governmental
Authority under the laws of which such Secured Party is organized or in which
it maintains its applicable lending office.

"Non-Recurring Items" means, for any period, any non-cash item which
has reduced Net Income for such period but which, by its nature, will
represent a one-time charge and will not reduce Net Income in any subsequent
period.

"Non-U.S. Lender" means any Lender that is not a "United States
person", as defined under Section 7701(a)(30) of the Code.

"Note" means, as the context may require, a Revolving Note, a Term A
Note or a Term B Note.

"Obligations" means all obligations (monetary or otherwise, whether
absolute or contingent, matured or unmatured) of the Borrower and each other
Obligor arising under or in connection with a Loan Document, including
Reimbursement Obligations and the principal of and premium, if any, and
interest (including interest accruing during the pendency of any proceeding
of the type described in Section 8.1.9, whether or not allowed in such
proceeding) on the Loans.

"Obligor" means, as the context may require, each of the Consolidated
Group and each other Person (other than a Secured Party) obligated under any
Loan Document.

"Organic Document" means, relative to any Obligor, as applicable, its
certificate of incorporation, by-laws, certificate of partnership,
partnership agreement, certificate of formation, limited liability agreement,
operating agreement and all shareholder agreements, voting trusts and similar
arrangements applicable to any of such Obligor's partnership interests,
limited liability company interests or authorized shares of Capital
Securities.

"Other Taxes" means any and all stamp, documentary or similar taxes, or
any other excise or property taxes or similar levies that arise on account of
any payment made or required to be made under any Loan Document or from the
execution, delivery, registration, recording or enforcement of any Loan
Document.

"Parent" is defined in the preamble.


"Parent Pledge Agreement" means the Pledge Agreement executed and
delivered by an Authorized Officer of the Parent, substantially in the form
of Exhibit G-1 hereto, as amended, supplemented, amended and restated or
otherwise modified from time to time.

"Participant" is defined in Section 11.11.2.

"Patent Security Agreement" means any Patent Security Agreement
executed and delivered by any Obligor in substantially the form of Exhibit A
to any Pledge and Security Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

"Pension Plan" means a "pension plan", as such term is defined in
Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which
any of the Consolidated Group or any corporation, trade or business that is,
along with such member of the Consolidated Group, a member of a Controlled
Group, may have liability, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a
contributing sponsor under Section 4069 of ERISA.

"Percentage" means, as the context may require, any Lender's RL
Percentage, Term A Percentage or Term B Percentage.

"Permitted Acquisition" means an acquisition (whether pursuant to a
merger or an acquisition of Capital Securities, assets or otherwise) by the
Borrower or any Subsidiary from any Person in which the following conditions
are satisfied:

(a)  immediately before and after giving effect to such
acquisition, no Default shall have occurred and be continuing or would
result therefrom;

(b)  in the case of an Acquisition of Capital Securities by the
Borrower or such Subsidiary, such acquisition results in the issuer of
such Capital Securities becoming a wholly-owned Subsidiary (except for
Permitted Acquisitions the total consideration payable by the Borrower
and its Subsidiaries for which does not exceed $5,000,000 in the
aggregate during the term of this Agreement);


(c)  the aggregate consideration for all acquisitions made during
the term of this Agreement shall not exceed $25,000,000; provided,
however, that such amount shall be increased, Dollar for Dollar, by an
amount equal to that portion of the consideration for any such
acquisition which is comprised of Net Equity Proceeds not otherwise
required to be applied to a mandatory prepayment of the Loans pursuant
to clause (h) of Section 3.1.1; provided further, however, that the
consideration limits set forth in this clause shall not apply to the
extent that any portion of the consideration for any such acquisition
is comprised of Capital Securities of the Parent;

(d)  the Borrower shall have delivered to the Administrative
Agent (i) a Compliance Certificate for the period of four full Fiscal
Quarters most recently ended immediately preceding such acquisition
(prepared in good faith and in a manner and using such methodology
which is consistent with the most recent financial statements delivered
pursuant to Section 7.1.1) giving pro forma effect to the consummation
of such acquisition and evidencing compliance with the covenants set
forth in Section 7.2.4 (after giving effect to the proviso to
clause (a) of such Section, if applicable), (ii) the most recent annual
and interim financial statements for the Person being acquired
(prepared in good faith and in a manner and using such methodology
which is consistent with the most recent financial statements delivered
pursuant to Section 7.1.1) and (iii) new detailed projections for the
Consolidated Group through the Stated Maturity Date for Term B Loans
giving pro forma effect to such acquisition, based on assumptions
satisfactory to the Administrative Agent and demonstrating pro forma
compliance with all covenants contained in this Agreement, including
those contained in Section 7.2.4 (after giving effect to the proviso to
clause (a) of such Section, if applicable), and (iv) the acquisition
documentation relating thereto at least 10 days prior to the
consummation of the acquisition, such documentation to be reasonably
satisfactory in form and substance to the Administrative Agent and to
be accompanied by lien searches, payoff letters and other customary
requirements satisfactory to the Administrative Agent; and

(e)  concurrently with the consummation of such acquisition, the
Borrower will have complied with the requirements of Section 7.1.8 in
all respects.

"Permitted Disposition" means a sale, disposition or other conveyance
of assets by the Borrower or any of its Subsidiaries in accordance with the
terms of clause (c) of Section 7.2.10.

"Permitted Holders" means the Spectrum Related Parties and/or the
Fabbricatore Related Parties.

"Person" means any natural person, corporation, limited liability
company, partnership, joint venture, association, trust or unincorporated
organization, Governmental Authority or any other legal entity, whether
acting in an individual, fiduciary or other capacity.

"Pledge Agreement" means, as the context may require, the Parent Pledge
Agreement, the Borrower Pledge and Security Agreement and/or the Subsidiary
Pledge and Security Agreement.


"Pledged Subsidiary" means each Subsidiary in respect of which the
Administrative Agent has been granted a security interest in or a pledge of
(i) any of the Capital Securities of such Subsidiary or (ii) any intercompany
notes of such Subsidiary owing to any other member of the Consolidated Group.

"Pro Forma Debt Service Coverage Ratio" means, as of the last day of
any Fiscal Quarter, the ratio of (a) Annualized Consolidated EBITDA computed
for such Fiscal Quarter to (b) the aggregate amount (as determined in good
faith by the Parent and the Borrower) of Debt Service for the next four
Fiscal Quarters immediately following the Fiscal Quarter most recently ended.

"Projections" is defined in clause (a)(iii) of Section 5.1.9.

"PUC" means any Governmental Authority that exercises jurisdiction over
the rates or services or the ownership, construction or operation of any
Network Facilities or competitive local exchange carrier telephony system or
over Persons who own, construct or operate Network Facilities or any such
system, in each case by reason of the nature or type of the business subject
to regulation and not pursuant to laws and regulations of general
applicability to Persons conducting business in any such jurisdiction.

"PUC Authorizations" means all applications, filings, reports,
documents, recordings and registrations with, and all validations,
exemptions, franchises, waivers, approvals, orders or authorizations,
consents, licenses, certificates and permits from, any PUC.

"Quarterly Payment Date" means the last day of March, June, September
and December, or, if any such day is not a Business Day, the next succeeding
Business Day.

"Rate Protection Agreement" means, collectively, any interest rate
swap, cap, collar or similar agreement entered into by the Borrower or any of
its Subsidiaries under which the counterparty of such agreement is (or at the
time such agreement was entered into, was) a Lender or an Affiliate of a
Lender.

"Refinancing" is defined in the first recital.

"Register" is defined in clause (b)(ii) of Section 2.7.

"Reimbursement Obligation" is defined in Section 2.6.3.

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

"Release" means a "release", as such term is defined in CERCLA.

"Required Lenders" means, at any time, Lenders holding at least 51% of
the Total Exposure Amount.

"Resource Conservation and Recovery Act" means the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.

"Restricted Payment" means the declaration or payment of any dividend
(other than dividends payable solely in Capital Securities of any of the
Consolidated Group) on, or the making of any payment or distribution on
account of, or setting apart assets for a sinking or other analogous fund
for, the purchase, redemption, defeasance, retirement or other acquisition of
any class of Capital Securities of any of the Consolidated Group or any
warrants or options to purchase any such Capital Securities, whether now or
hereafter outstanding, or the making of any other distribution in respect
thereof, either directly or indirectly, whether in cash or property,
obligations of any of the Consolidated Group or otherwise.

"Revolving Loan" is defined in Section 2.1.1.

"Revolving Loan Commitment" means, relative to any Lender, such
Lender's obligation (if any) to make Revolving Loans pursuant to clause (a)
of Section 2.1.1.

"Revolving Loan Commitment Amount" means, on any date, $50,000,000, as
such amount may be reduced from time to time pursuant to clause (a) of
Section 2.2.

"Revolving Loan Commitment Termination Date" means the earliest of

(a)  March 31, 2000 (if the initial Credit Extension has not
occurred on or prior to such date);

(b)  September 30, 2007;

(c)  the date on which the Revolving Loan Commitment Amount is
terminated in full or reduced to zero pursuant to the terms of this
Agreement; and

(d)  the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in the preceding clause (c) or
(d), the Revolving Loan Commitments shall terminate automatically and without
any further action.

"Revolving Loan Lender" is defined in clause (a) of Section 2.1.1.

"Revolving Note" means a promissory note of the Borrower payable to any
Revolving Loan Lender, in the form of Exhibit A-1 hereto (as such promissory
note may be amended, endorsed or otherwise modified from time to time),
evidencing the aggregate Indebtedness of the Borrower to such Revolving Loan
Lender resulting from outstanding Revolving Loans, and also means all other
promissory notes accepted from time to time in substitution therefor or
renewal thereof.


"RL Percentage" means, relative to any Lender, the applicable
percentage relating to Revolving Loans set forth opposite its name on
Schedule II hereto under the Revolving Loan Commitment column or set forth in
a Lender Assignment Agreement under the Revolving Loan Commitment column, as
such percentage may be adjusted from time to time pursuant to Lender
Assignment Agreements executed by such Lender and its Assignee Lender and
delivered pursuant to Section 11.11.1.  A Lender shall not have any Revolving
Loan Commitment if its percentage under the Revolving Loan Commitment column
is zero.

"S&P" means Standard & Poor's Rating Services, a division of
McGraw-Hill, Inc.

"SEC" means the Securities and Exchange Commission.

"Secured Parties" means, collectively, the Lenders, the Issuers, the
Administrative Agent, each counterparty to a Rate Protection Agreement that
is (or at the time such Rate Protection Agreement was entered into, was) a
Lender or an Affiliate thereof and (in each case), each of their respective
successors, transferees and assigns.

"Spectrum Related Parties" means Spectrum Equity Investors II L.P. and
its Subsidiaries.

"Stated Amount" means, on any date and with respect to a particular
Letter of Credit, the total amount then available to be drawn under such
Letter of Credit.

"Stated Expiry Date" is defined in Section 2.6.

"Stated Maturity Date" means

(a)  with respect to all Term A Loans, September 30, 2007;

(b)  with respect to all Term B Loans, March 31, 2008; and

(c)  with respect to all Revolving Loans, September 30, 2007.

"Subordinated Debt Documents" means, collectively, the loan agreements,
indentures, note purchase agreements, promissory notes, guarantees, and other
instruments and agreements evidencing the terms of Subordinated Debt, as
amended, supplemented, amended and restated or otherwise modified in
accordance with Section 7.2.12.

"Subordinated Debt" means unsecured Indebtedness of the Parent
subordinated in right of payment to the Obligations pursuant to documentation
containing redemption and other prepayment events, maturities, amortization
schedules, covenants, events of default, remedies, acceleration rights,
subordination provisions and other material terms satisfactory to the
Required Lenders.

"Subordination Provisions" is defined in Section 8.1.11.

"Subsidiary" means, with respect to any Person, any other Person of
which more than 50% of the outstanding Voting Securities of such other Person
(irrespective of whether at the time Capital Securities of any other class or
classes of such other Person shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly owned or
controlled by such Person, by such Person and one or more other Subsidiaries
of such Person, or by one or more other Subsidiaries of such Person.  Unless
the context otherwise specifically requires, the term "Subsidiary" shall be a
reference to a Subsidiary of the Borrower.

"Subsidiary Guarantor" means each Subsidiary of the Borrower that has
executed and delivered to the Administrative Agent a Subsidiary Guaranty.

"Subsidiary Guaranty" means the subsidiary guaranty executed and
delivered by an Authorized Officer of each U.S. Subsidiary of the Borrower,
substantially in the form of Exhibit F hereto, as amended, supplemented,
amended and restated or otherwise modified from time to time.

"Subsidiary Pledge and Security Agreement" means the Pledge and
Security Agreement executed and delivered by an Authorized Officer of each
Subsidiary of the Borrower, substantially in the form of Exhibit G-3 hereto,
as amended, supplemented, amended and restated or otherwise modified from
time to time.

"Synthetic Lease" means, as applied to any Person, any lease (including
leases that may be terminated by the lessee at any time) of any property
(whether real, personal or mixed) (a) that is not a capital lease in
accordance with GAAP and (b) in respect of which the lessee retains or
obtains ownership of the property so leased for federal income tax purposes,
other than any such lease under which that Person is the lessor.

"Taxes" means any and all income, stamp or other taxes, duties, levies,
imposts, charges, assessments, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, and all interest, penalties or similar liabilities
with respect thereto.

"TD" is defined in the preamble.

"TDSI" is defined in the preamble.

"Term A Loan" is defined in clause (a) of Section 2.1.3.

"Term A Loan Commitment" means, relative to any Lender, such Lender's
obligation (if any) to make Term A Loans pursuant to clause (a) of
Section 2.1.3.

"Term A Loan Commitment Amount" means, on any date, $100,000,000, as
such amount may be reduced from time to time pursuant to clause (b) of
Section 2.2.


"Term A Loan Commitment Termination Date" means the earliest of

(a)  March 31, 2000 (if the initial Credit Extension has not
occurred on or prior to such date);

(b)  June 30, 2001;

(c)  the date on which the Term A Loan Commitment Amount is
terminated in full or reduced to zero pursuant to the terms of this
Agreement; and

(d)  the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in clause (c) or (d), the Term A
Loan Commitments shall terminate automatically and without any further
action.

"Term A Note" means a promissory note of the Borrower payable to any
Lender, in the form of Exhibit A-2 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Borrower to such Lender resulting from
outstanding Term A Loans, and also means all other promissory notes accepted
from time to time in substitution therefor or renewal thereof.

"Term A Percentage" means, relative to any Lender, the applicable
percentage relating to Term A Loans set forth opposite its name on
Schedule II hereto under the Term A Loan Commitment column or set forth in a
Lender Assignment Agreement under the Term A Loan Commitment column, as such
percentage may be adjusted from time to time pursuant to Lender Assignment
Agreements executed by such Lender and its Assignee Lender and delivered
pursuant to Section 11.11.1.  A Lender shall not have any Term A Loan
Commitment if its percentage under the Term A Loan Commitment column is zero.

"Term B Loan" is defined in clause (b) of Section 2.1.3.

"Term B Loan Commitment" means, relative to any Lender, such Lender's
obligation (if any) to make Term B Loans pursuant to clause (b) of
Section 2.1.3.

"Term B Loan Commitment Amount" means, on any date, $75,000,000.

"Term B Loan Commitment Termination Date" means the earliest of

(a)  March 31, 2000 (if the Term B Loans have not been made on or
prior to such date);

(b)  the Closing Date (immediately after the making of the Term B
Loans on such date); and


(c)  the date on which any Commitment Termination Event occurs.

Upon the occurrence of any event described in clause (b) or (c), the Term B
Loan Commitments shall terminate automatically and without any further
action.

"Term B Note" means a promissory note of the Borrower payable to any
Lender, in the form of Exhibit A-3 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Borrower to such Lender resulting from
outstanding Term B Loans, and also means all other promissory notes accepted
from time to time in substitution therefor or renewal thereof.

"Term B Percentage" means, relative to any Lender, the applicable
percentage relating to Term B Loans set forth opposite its name on
Schedule II hereto under the Term B Loan Commitment column or set forth in a
Lender Assignment Agreement under the Term B Loan Commitment column, as such
percentage may be adjusted from time to time pursuant to Lender Assignment
Agreements executed by such Lender and its Assignee Lender and delivered
pursuant to Section 11.11.1.  A Lender shall not have any Term B Loan
Commitment if its percentage under the Term B Loan Commitment column is zero.

"Term Loans" means, collectively, the Term A Loans and the Term B
Loans.

"Termination Date" means the date on which all Obligations have been
paid in full in cash, all Letters of Credit have been terminated or expired
(or been Cash Collateralized), all Rate Protection Agreements have been
terminated and all Commitments shall have terminated.

"Total Debt" means, on any date, the outstanding principal amount of
all Indebtedness of the Consolidated Group of the type referred to in
clause (a) (which, in the case of the Loans, shall be deemed to equal the
average daily amount of Loans outstanding for the Fiscal Quarter ending on or
immediately preceding the date of determination), clause (b) (which, in the
case of Letter of Credit Outstandings shall be deemed to equal the average
daily amount of Letter of Credit Outstandings for the Fiscal Quarter ending
on or immediately preceding the date of determination), clause (c) and
clause (g), in each case of the definition of "Indebtedness" (exclusive of
intercompany Indebtedness between the Consolidated Group) and any Contingent
Liability in respect of any of the foregoing.

"Total Debt to ALE Ratio" means, at any time, the ratio of (a) Total
Debt outstanding at such time to (b) the aggregate number of ALEs installed
and billed at such time.

"Total Exposure Amount" means, on any date of determination (and
without duplication), the outstanding principal amount of all Loans, the
aggregate amount of all Letter of Credit Outstandings and the unfunded amount
of the Commitments.


"Total Leverage Ratio" means, as of the last day of any Fiscal Quarter,
the ratio of (a) Total Debt outstanding on the last day of such Fiscal
Quarter to (b) Annualized Consolidated EBITDA computed for such Fiscal
Quarter.

"Trademark Security Agreement" means any Trademark Security Agreement
executed and delivered by any Obligor substantially in the form of Exhibit B
to any Pledge and Security Agreement, as amended, supplemented, amended and
restated or otherwise modified from time to time.

"Tranche" means, as the context may require, the Term A Loans, Term B
Loans or the Revolving Loans.

"type" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan.

"UCC" means the Uniform Commercial Code as in effect from time to time
in the State of New York; provided, that if, with respect to any Filing
Statement or by reason of any provisions of law, the perfection or the effect
of perfection or non-perfection of the security interests granted to the
Administrative Agent pursuant to the applicable Loan Document is governed by
the Uniform Commercial Code as in effect in a jurisdiction of the United
States other than New York, then "UCC" means the Uniform Commercial Code as
in effect from time to time in such other jurisdiction for purposes of the
provisions of each Loan Document and any Filing Statement relating to such
perfection or effect of perfection or non-perfection.

"United States" or "U.S." means the United States of America, its fifty
states and the District of Columbia.

"U.S. Subsidiary" means any Subsidiary that is incorporated or
organized under the laws of the United States or a state thereof.

"Voting Securities" means, with respect to any Person, Capital
Securities of any class or kind ordinarily having the power to vote for the
election of directors, managers or other voting members of the governing body
of such Person.

"Welfare Plan" means a "welfare plan", as such term is defined in
Section 3(1) of ERISA.

"wholly-owned Subsidiary" means any Subsidiary all of the outstanding
Capital Securities of which (other than any director's qualifying shares or
investments by foreign nationals mandated by applicable laws) is owned
directly or indirectly by the Borrower.


SECTION I.2.  Use of Defined Terms.  Unless otherwise defined or the
context otherwise requires, terms for which meanings are provided in this
Agreement shall have such meanings when used in each other Loan Document, the
disclosure Schedule, and each notice or communication delivered from time to
time in connection with any Loan Document.

SECTION I.3.  Cross-References.  Unless otherwise specified, references
in a Loan Document to any Article or Section are references to such Article
or Section of such Loan Document, and references in any Article, Section or
definition to any clause are references to such clause of such Article,
Section or definition.

SECTION I.4.  Accounting and Financial Determinations.  Unless
otherwise specified, all accounting terms used in each Loan Document shall be
interpreted, and all accounting determinations and computations thereunder
(including under Section 7.2.4 and the definitions used in such calculations)
shall be made, in accordance with those generally accepted accounting
principles ("GAAP") applied in the preparation of the financial statements
referred to in Section 5.1.9; provided, that if, after the Effective Date,
there occurs any change in GAAP that affects in any respect the calculation
of any covenant contained in Section 7.2.4, the Lenders and the Borrower
shall negotiate in good faith amendments to the provisions of this Agreement
that relate to the calculation of such covenant with the intent of having the
respective positions of the Lenders and the Borrower after such change in
GAAP conform as nearly as possible to their respective positions as of the
Effective Date and, until any such amendments have been agreed upon, the
covenants in Section 7.2.4 shall be calculated as if no such change in GAAP
has occurred.  Unless otherwise expressly provided, all financial covenants
and defined financial terms shall be computed on a consolidated basis for the
Borrower and its Subsidiaries, in each case without duplication.


	ARTICLE II
	COMMITMENTS, BORROWING AND ISSUANCE
	PROCEDURES, NOTES AND LETTERS OF CREDIT

SECTION II.1.  Commitments.  On the terms and subject to the conditions
of this Agreement, the Lenders and the Issuers severally agree to make Credit
Extensions as set forth below.


SECTION II.1.1.  Revolving Loan Commitment.  From time to time on any
Business Day occurring from and after the Effective Date, but prior to the
Revolving Loan Commitment Termination Date, each Lender that has a Revolving
Loan Commitment (referred to as a "Revolving Loan Lender"), agrees that it
will make loans (relative to such Revolving Loan Lender, its "Revolving
Loans") to the Borrower in an amount equal to such Revolving Loan Lender's RL
Percentage of the aggregate amount of each Borrowing of the Revolving Loans
requested by the Borrower to be made on such day.  On the terms and subject
to the conditions hereof, the Borrower may from time to time borrow, prepay
and reborrow Revolving Loans.  No Revolving Loan Lender shall be permitted or
required to make any Revolving Loan if, after giving effect thereto, the
aggregate outstanding principal amount of all Revolving Loans of such
Revolving Loan Lender, together with such Revolving Loan Lender's RL
Percentage of the Letter of Credit Outstandings, would exceed such Revolving
Loan Lender's RL Percentage of the then existing Revolving Loan Commitment
Amount.

SECTION II.1.2.  Letter of Credit Commitment.  From time to time on any
Business Day occurring from and after the Effective Date, but prior to the
Revolving Loan Commitment Termination Date, the relevant Issuer agrees that
it will

(a)  issue one or more standby letters of credit (relative to
such Issuer, its "Letter of Credit") for the account of the Borrower in
the Stated Amount requested by the Borrower on such day; or

(b)  extend the Stated Expiry Date of an existing standby Letter
of Credit previously issued hereunder.

No Stated Expiry Date shall extend beyond the earlier of (i) the Revolving
Loan Commitment Termination Date and (ii) unless otherwise agreed to by the
Issuer in its sole discretion, one year from the date of such extension.  No
Issuer shall be permitted or required to issue any Letter of Credit if, after
giving effect thereto, (i) the aggregate amount of all Letter of Credit
Outstandings would exceed the Letter of Credit Commitment Amount or (ii) the
sum of the aggregate amount of all Letter of Credit Outstandings plus the
aggregate principal amount of all Revolving Loans then outstanding would
exceed the Revolving Loan Commitment Amount.

SECTION II.1.3.  Term Loan Commitments.  (a) From time to time on any
Business Day occurring from and after the Effective Date, but prior to the
Term A Loan Commitment Termination Date, each Lender that has a Term A Loan
Commitment agrees that it will make loans (relative to such Lender, its
"Term A Loans") to the Borrower in an amount equal to such Lender's Term A
Percentage of the aggregate amount of the Borrowing of Term A Loans requested
by the Borrower to be made on such day; and

(b)  In a single Borrowing on a Business Day occurring on or prior to
the Term B Loan Commitment Termination Date, each Lender that has a Term B
Loan Commitment agrees that it will make loans (relative to such Lender, its
"Term B Loans") to the Borrower in an amount equal to such Lender's Term B
Percentage of the aggregate amount of the Borrowing of Term B Loans requested
by the Borrower to be made on such day.  No amounts paid or prepaid with
respect to Term Loans may be reborrowed.

SECTION II.2.  Reduction of the Commitment Amounts.  The Commitment
Amounts are subject to reduction from time to time as set forth below.


SECTION II.2.1.  Optional.  The Borrower may, from time to time on any
Business Day occurring after the Effective Date, voluntarily reduce the
amount of the Term A Loan Commitment Amount, Revolving Loan Commitment Amount
or the Letter of Credit Commitment Amount on the Business Day so specified by
the Borrower; provided, however, that all such reductions shall require at
least one Business Day's prior notice to the Administrative Agent and be
permanent, and any partial reduction of any Commitment Amount shall be in a
minimum amount of $1,000,000 and in an integral multiple of $500,000.  Any
optional or mandatory reduction of the Revolving Loan Commitment Amount
pursuant to the terms of this Agreement which reduces the Revolving Loan
Commitment Amount below the Letter of Credit Commitment Amount shall result
in an automatic and corresponding reduction of the Letter of Credit
Commitment Amount to an aggregate amount not in excess of the Revolving Loan
Commitment Amount, as so reduced, without any further action on the part of
any Issuer.

SECTION II.2.2.  Mandatory.  (a)  The Revolving Loan Commitment Amount
shall be reduced as set forth below.

(i)  Following the prepayment in full of the Term Loans, the
Revolving Loan Commitment Amount shall, without any further action,
automatically and permanently be reduced on the date the Term Loans
would otherwise have been required to be prepaid with any Net Casualty
Proceeds, Net Debt Proceeds, Net Disposition Proceeds or Net Equity
Proceeds, in any case in an amount equal to the amount by which the
Term Loans would otherwise be required to be prepaid if Term Loans had
been outstanding.

(ii)  On the Stated Maturity Date and on each Quarterly Payment
Date occurring during any period set forth below, the then Revolving
Loan Commitment Amount shall, without any further action, automatically
and permanently be reduced by an amount equal to the amount set forth
below opposite the Stated Maturity Date or such Quarterly Payment Date,
as applicable (unless on or prior to any such date the then Revolving
Loan Commitment Amount shall have been reduced to a lesser amount, in
which case the Revolving Loan Commitment Amount shall be equal to such
lesser amount):


Period                                      Amount of Mandatory
                                           Commitment Reduction

04/01/03 through (and including) 03/31/04    $1,250,000

04/01/04 through (and including) 03/31/05    $2,500,000

04/01/05 through (and including) 03/31/06    $3,125,000

04/01/07 through (and including) 03/31/07    $3,750,000

04/01/07 through (and including) the Stated
  Maturity Date for Revolving Loans        $1,875,000

provided, however, that, notwithstanding the foregoing, on the Revolving Loan
Commitment Termination Date, the Revolving Loan Commitment Amount shall be
zero.


(b)  On each date set forth below, the then Term A Loan Commitment
Amount shall, without any further action, automatically and permanently be
reduced by the amount set forth opposite such date (unless on or prior to any
such date the then Term A Loan Commitment Amount shall have been reduced to a
lesser amount, in which case the Term A Loan Commitment Amount shall be equal
to such lesser amount):


Date of Mandatory                    Amount of Mandatory
Commitment Reduction                 Commitment Reduction

June 30, 2000                         $25,000,000

December 31, 2000                     $25,000,000

March 31, 2001                        $25,000,000

June 30, 2001                         $25,000,000

provided, however, that, notwithstanding the foregoing, on the Term A Loan
Commitment Termination Date, the Term A Loan Commitment Amount shall be zero;
provided further, however, that if the Borrower shall have previously
delivered a Borrowing Request in accordance with Section 2.3.1 in respect of
Borrowings of Term A Loans to be made on any date set forth above, the
mandatory reduction of the Term A Loan Commitment Amount shall not take
effect until immediately after the making of such Term A Loans, and then the
Term A Loan Commitment Amount shall be reduced to an amount equal to the
lesser of (A) the amount set forth above and (B) the amount equal to (x) the
then applicable Term A Loan Commitment Amount (immediately prior to any
Borrowing or commitment reduction) less (y) the aggregate principal amount of
the Borrowing.

SECTION II.3.  Borrowing Procedure.  By delivering a Borrowing Request
to the Administrative Agent on or before 12:00 noon on a Business Day, the
Borrower may from time to time irrevocably request, on not less than one
Business Day's notice in the case of Base Rate Loans or three Business Days'
notice in the case of LIBO Rate Loans, and in either case not more than five
Business Days' notice, that a Borrowing be made in a minimum amount of
$1,000,000 and an integral multiple of $500,000 in the unused amount of the
applicable Commitment; provided, however, that all of the initial Loans made
on the Closing Date shall be made as Base Rate Loans.  On the terms and
subject to the conditions of this Agreement, each Borrowing shall be
comprised of the type of Loans, and shall be made on the Business Day,
specified in such Borrowing Request.  On or before 1:00 p.m. on such Business
Day of the requested Borrowing, each Lender that has a Commitment to make the
Loans being requested shall deposit with the Administrative Agent same day
funds in an amount equal to such Lender's Percentage of the requested
Borrowing.  Such deposit will be made to an account which the Administrative
Agent shall specify from time to time by notice to the Lenders.  To the
extent funds are received from the Lenders, the Administrative Agent shall
make such funds available to the Borrower by wire transfer to the accounts
the Borrower shall have specified in its Borrowing Request.  No Lender's
obligation to make any Loan shall be affected by any other Lender's failure
to make any Loan.


SECTION II.4.  Continuation and Conversion Elections.  By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before
10:00 a.m. on a Business Day, the Borrower may from time to time irrevocably
elect, on not less than one Business Day's notice in the case of Base Rate
Loans or three Business Days' notice in the case of LIBO Rate Loans, and in
either case not more than five Business Days' notice, that all, or any
portion in an aggregate minimum amount of $1,000,000 and an integral multiple
of $500,000, of the Loans identified in the Continuation/Conversion Notice
be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the
case of LIBO Rate Loans, converted into Base Rate Loans or continued as LIBO
Rate Loans (in the absence of delivery of a Continuation/Conversion Notice
with respect to any LIBO Rate Loan at least three Business Days (but not more
than five Business Days) before the last day of the then current Interest
Period with respect thereto, such LIBO Rate Loan shall, on such last day,
automatically convert to a Base Rate Loan); provided, however, that (x) each
such conversion or continuation shall be pro rated among the applicable
outstanding Loans of all Lenders that have made such Loans, and (y) unless
the Administrative Agent otherwise agrees in writing in its sole discretion,
no portion of the outstanding principal amount of any Loans may be continued
as, or be converted into, LIBO Rate Loans when any Default has occurred and
is continuing.

SECTION II.5.  Funding.  Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder by causing
one of its foreign branches or Affiliates (or an international banking
facility created by such Lender) to make or maintain such LIBO Rate Loan;
provided, however, that such LIBO Rate Loan shall nonetheless be deemed to
have been made and to be held by such Lender, and the obligation of the
Borrower to repay such LIBO Rate Loan shall nevertheless be to such Lender
for the account of such foreign branch, Affiliate or international banking
facility.  In addition, the Borrower hereby consents and agrees that, for
purposes of any determination to be made for purposes of Sections 4.1, 4.2,
4.3 or 4.4, it shall be conclusively assumed that each Lender elected to fund
all LIBO Rate Loans by purchasing Dollar deposits in its LIBOR Office's
interbank eurodollar market.

SECTION II.6.  Issuance Procedures.  By delivering to the
Administrative Agent an Issuance Request on or before 12:00 noon on a
Business Day, the Borrower may from time to time irrevocably request on not
less than three nor more than ten Business Days' notice, in the case of an
initial issuance of a Letter of Credit and not less than three Business Days'
prior notice, in the case of a request for the extension of the Stated Expiry
Date of a standby Letter of Credit (in each case, unless a shorter notice
period is agreed to by the Issuer, in its sole discretion), that an Issuer
issue, or extend the Stated Expiry Date of, a Letter of Credit in such form
as may be requested by the Borrower and approved by such Issuer, solely for
the purposes described in Section 7.1.7.  Each Letter of Credit shall by its
terms be stated to expire on a date (its "Stated Expiry Date") no later than
the earlier to occur of (i) the Revolving Loan Commitment Termination Date or
(ii) (unless otherwise agreed to by an Issuer, in its sole discretion), one
year from the date of its issuance.  Each Issuer will make available to the
beneficiary thereof the original of the Letter of Credit which it issues.


SECTION II.6.1.  Other Lenders' Participation.  Upon the issuance of
each Letter of Credit, and without further action, each Revolving Loan Lender
(other than the Issuer of such Letter of Credit) shall be deemed to have
irrevocably purchased, to the extent of its Percentage to make Revolving
Loans, a participation interest in such Letter of Credit (including the
Contingent Liability and any Reimbursement Obligation with respect thereto),
and such Revolving Loan Lender shall, to the extent of its Percentage to make
Revolving Loans, be responsible for reimbursing, within one Business Day, the
Issuer for Reimbursement Obligations which have not been reimbursed by the
Borrower in accordance with Section 2.6.3 or which have been so reimbursed
but are required to be disgorged or returned by such Issuer or the
Administrative Agent.  In addition, such Revolving Loan Lender shall, to the
extent of its Percentage to make Revolving Loans, be entitled to receive a
ratable portion of the Letter of Credit fees payable pursuant to
Section 3.3.4 with respect to each Letter of Credit (other than the issuance
fees payable to an Issuer of such Letter of Credit pursuant to the last
sentence of Section 3.3.4) and of interest payable pursuant to Section 3.2
with respect to any Reimbursement Obligation.  To the extent that any
Revolving Loan Lender has reimbursed any Issuer for a Disbursement, such
Lender shall be entitled to receive its ratable portion of any amounts
subsequently received (from the Borrower or otherwise) in respect of such
Disbursement.

SECTION II.6.2.  Disbursements.  An Issuer will notify the Borrower and
the Administrative Agent promptly of the presentment for payment of any
Letter of Credit issued by such Issuer, together with notice of the date (the
"Disbursement Date") such payment shall be made (each such payment, a
"Disbursement").  Subject to the terms and provisions of such Letter of
Credit and this Agreement, the applicable Issuer shall make such payment to
the beneficiary (or its designee) of such Letter of Credit.  Prior to 1:00
p.m. on the first Business Day following the Disbursement Date, the Borrower
will reimburse the Administrative Agent, for the account of the applicable
Issuer, for all amounts which such Issuer has disbursed under such Letter of
Credit, together with interest thereon at a rate per annum equal to the rate
per annum then in effect for Base Rate Loans (with the then Applicable Margin
for Revolving Loans accruing on such amount) pursuant to Section 3.2 for the
period from the Disbursement Date through the date of such reimbursement.
Without limiting in any way the foregoing and notwithstanding anything to the
contrary contained herein or in any separate application for any Letter of
Credit, the Borrower hereby acknowledges and agrees that it shall be
obligated to reimburse the applicable Issuer upon each Disbursement of a
Letter of Credit, and it shall be deemed to be the obligor for purposes of
each such Letter of Credit issued hereunder (whether the account party on
such Letter of Credit is the Borrower or a Subsidiary Guarantor).


SECTION II.6.3.  Reimbursement.  The obligation (a "Reimbursement
Obligation") of the Borrower under Section 2.6.2 to reimburse an Issuer with
respect to each Disbursement (including interest thereon), and, upon the
failure of the Borrower to reimburse an Issuer, each Revolving Loan Lender's
obligation under Section 2.6.1 to reimburse an Issuer, shall be absolute and
unconditional under any and all circumstances and irrespective of any setoff,
counterclaim or defense to payment which the Borrower or such Revolving Loan
Lender, as the case may be, may have or have had against such Issuer or any
Lender, including any defense based upon the failure of any Disbursement to
conform to the terms of the applicable Letter of Credit (if, in such Issuer's
good faith opinion, such Disbursement is determined to be appropriate) or any
non-application or misapplication by the beneficiary of the proceeds of such
Letter of Credit; provided, however, that after paying in full its
Reimbursement Obligation hereunder, nothing herein shall adversely affect the
right of the Borrower or such Lender, as the case may be, to commence any
proceeding against an Issuer for any wrongful Disbursement made by such
Issuer under a Letter of Credit as a result of acts or omissions constituting
gross negligence or wilful misconduct on the part of such Issuer.

SECTION II.6.4.  Deemed Disbursements.  Upon the occurrence and during
the continuation of any Default under Section 8.1.9 or upon notification by
the Administrative Agent (acting at the direction of the Required Lenders) to
the Borrower of its obligations under this Section, following the occurrence
and during the continuation of any other Event of Default,

(a   the aggregate Stated Amount of all Letters of Credit shall,
without demand upon or notice to the Borrower or any other Person, be
deemed to have been paid or disbursed by the Issuers of such Letters of
Credit (notwithstanding that such amount may not in fact have been paid
or disbursed); and

(b   the Borrower shall be immediately obligated to reimburse the
Issuers for the amount deemed to have been so paid or disbursed by such
Issuers.

Amounts payable by the Borrower pursuant to this Section shall be deposited
in immediately available funds with the Administrative Agent and held as
collateral security for the Reimbursement Obligations.  When all Defaults
giving rise to the deemed disbursements under this Section have been cured or
waived the Administrative Agent shall return to the Borrower all amounts then
on deposit with the Administrative Agent pursuant to this Section which have
not been applied to the satisfaction of the Reimbursement Obligations.

SECTION II.6.5.  Nature of Reimbursement Obligations.  The Borrower,
each other Obligor and, to the extent set forth in Section 2.6.1, each
Revolving Loan Lender shall assume all risks of the acts, omissions or misuse
of any Letter of Credit by the beneficiary thereof.  No Issuer (except to the
extent of its own gross negligence or wilful misconduct) shall be responsible
for:

(a   the form, validity, sufficiency, accuracy, genuineness or
legal effect of any Letter of Credit or any document submitted by any
party in connection with the application for and issuance of a Letter
of Credit, even if it should in fact prove to be in any or all respects
invalid, insufficient, inaccurate, fraudulent or forged;

(b   the form, validity, sufficiency, accuracy, genuineness or
legal effect of any instrument transferring or assigning or purporting
to transfer or assign a Letter of Credit or the rights or benefits
thereunder or the proceeds thereof in whole or in part, which may prove
to be invalid or ineffective for any reason;


(c   failure of the beneficiary to comply fully with conditions
required in order to demand payment under a Letter of Credit;

(d   errors, omissions, interruptions or delays in transmission
or delivery of any messages, by mail, cable, telegraph, telex or
otherwise; or

(e   any loss or delay in the transmission or otherwise of any
document or draft required in order to make a Disbursement under a
Letter of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of
the rights or powers granted to any Issuer or any Revolving Loan Lender
hereunder.  In furtherance and not in limitation or derogation of any of the
foregoing, any action taken or omitted to be taken by an Issuer in good faith
(and not constituting gross negligence or willful misconduct) shall be
binding upon each Obligor and each such Secured Party, and shall not put such
Issuer under any resulting liability to any Obligor or any Secured Party, as
the case may be.

SECTION II.7.  Register; Notes.  (a) Each Lender may maintain in
accordance with its usual practice an account or accounts evidencing the
Indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid
to such Lender from time to time hereunder.  In the case of a Lender that
does not request, pursuant to clause (b)(ii) below, execution and delivery of
a Note evidencing the Loans made by such Lender to the Borrower, such account
or accounts shall, to the extent not inconsistent with the notations made by
the Administrative Agent in the Register, be conclusive and binding on the
Borrower absent manifest error; provided, however, that the failure of any
Lender to maintain such account or accounts shall not limit or otherwise
affect any Obligations of the Parent, the Borrower or any other Obligor.

(b (i  The Borrower agrees that, upon the written request to the
Administrative Agent by any Lender, the Borrower will execute and deliver to
such Lender a Note evidencing the Loans made by, and payable to the order of,
such Lender in a maximum principal amount equal to such Lender's Percentage
of the original applicable Commitment Amount.  The Borrower hereby
irrevocably authorizes each Lender to make (or cause to be made) appropriate
notations on the grid attached to such Lender's Note (or on any continuation
of such grid), which notations, if made, shall evidence, inter alia, the date
of, the outstanding principal of, and the interest rate and Interest Period
applicable to the Loans evidenced thereby.  Such notations shall, to the
extent not inconsistent with notations made by the Administrative Agent in
the Register, be conclusive and binding on each Obligor absent manifest
error; provided, however, that the failure of any Lender to make any such
notations shall not limit or otherwise affect any Obligations of any Obligor.


(ii   The Borrower hereby designates the Administrative Agent to serve
as the Borrower's agent, solely for the purpose of this clause, to maintain a
register (the "Register") on which the Administrative Agent will record each
Lender's Commitment, the Loans made by each Lender and each repayment in
respect of the principal amount of the Loans, annexed to which the
Administrative Agent shall retain a copy of each Lender Assignment Agreement
delivered to the Administrative Agent pursuant to Section 11.11.1.  Failure
to make any recordation, or any error in such recordation, shall not affect
any Obligor's Obligations.  The entries in the Register shall be conclusive,
in the absence of manifest error, and the Borrower, the Administrative Agent
and the Lenders shall treat each Person in whose name a Loan is registered
(or, if applicable, to which a Note has been issued) as the owner thereof for
the purposes of all Loan Documents, notwithstanding notice or any provision
herein to the contrary.  Any assignment or transfer of a Commitment or the
Loans made pursuant hereto shall be registered in the Register only upon
delivery to the Administrative Agent of a Lender Assignment Agreement that
has been executed by the requisite parties pursuant to Section 11.11.1.  No
assignment or transfer of a Lender's Commitment or Loans shall be effective
unless such assignment or transfer shall have been recorded in the Register
by the Administrative Agent as provided in this Section.


	ARTICLE III
	REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION III.1.  Repayments and Prepayments; Application.  The Borrower
agrees that the Loans shall be repaid and prepaid pursuant to the following
terms.

SECTION III.1.1.  Repayments and Prepayments.  The Borrower shall repay
in full the unpaid principal amount of each Loan on the applicable Stated
Maturity Date therefor.  Prior thereto, payments and prepayments of Loans
shall or may be made as set forth below.

(a   From time to time on any Business Day, the Borrower may make
a voluntary prepayment, in whole or in part, of the outstanding
principal amount of any Loans; provided, however, that (A) any such
prepayment of the Term Loans shall be made pro rata among Term A Loans
and Term B Loans, and pro rata among Term A Loans and Term B Loans of
the same type and, if applicable, having the same Interest Period of
all Lenders that have made such Term A Loans or Term B Loans (to be
applied as set forth in clause (a) of Section 3.1.2) and any such
prepayment of Revolving Loans shall be made pro rata among the
Revolving Loans of the same type and, if applicable, having the same
Interest Period of all Lenders that have made such Revolving Loans;
(B) all such voluntary prepayments shall require at least one Business
Day's prior written notice in the case of Base Rate Loans or three
Business Days' prior written in the case of LIBO Rate Loans, and in
either case not more than five Business Days' prior written notice to
the Administrative Agent; and (C) all such voluntary partial
prepayments shall be in an aggregate minimum amount of $1,000,000 or
multiples of $500,000 in excess thereof.

(b   On each date when the sum of (i) the aggregate outstanding
principal amount of all Revolving Loans and (ii) the aggregate amount
of all Letter of Credit Outstandings exceeds the Revolving Loan
Commitment Amount (as it may be reduced from time to time pursuant to
this Agreement), the Borrower shall make a mandatory prepayment of
Revolving Loans and, if necessary, Cash Collateralize all Letter of
Credit Outstandings, in an aggregate amount equal to such excess.

(c   On the Stated Maturity Date and on each Quarterly Payment
Date occurring during any period set forth below, the Borrower shall
make a scheduled repayment of the aggregate outstanding principal
amount, if any, of all Term A Loans in an amount equal to the product
of (i) the percentage set forth below opposite the Stated Maturity Date
or such Quarterly Payment Date, as applicable and (ii) the aggregate
principal amount of Term A Loans outstanding on the Term A Loan
Commitment Termination Date:


*
Period                                         Percentage

04/01/03 through (and including) 03/31/04         10%

04/01/04 through (and including) 03/31/05         20%

04/01/05 through (and including) 03/31/06         25%

04/01/07 through (and including) 03/31/07         30%

04/01/07 through (and including) the Stated    15% or the then outstanding
Maturity Date for Term A Loans                 principal amount of all Term
                                               A Loans, if resulting product
                                               is different.

(d   On the Stated Maturity Date and on each Quarterly Payment
Date occurring during any period set forth below, the Borrower shall
make a scheduled repayment of the aggregate outstanding principal
amount, if any, of all Term B Loans in an amount equal to the amount
set forth below opposite the Stated Maturity Date or such Quarterly
Payment Date, as applicable:


Period                                         Amount of Required
                                               Principal Repayment

04/01/03 through (and including) 03/31/04            $187,500

04/01/04 through (and including) 03/31/05            $187,500

04/01/05 through (and including) 03/31/06             $187,500


04/01/07 through (and including) 03/31/07            $187,500

04/01/07 through (and including) the Stated      $18,000,000 or the then
  Maturity Date for Term B Loans*               outstanding principal amount
                                           of all Term B Loans, if different.


(e   The Borrower shall, following the receipt by the Borrower or
any Subsidiary of any Net Casualty Proceeds from any Casualty Event or
series of Casualty Events, the aggregate amount of which is in excess
of $500,000, deliver to the Administrative Agent a calculation of the
amount of such Net Casualty Proceeds and make a mandatory prepayment of
the Loans in an amount equal to 100% of such Net Casualty Proceeds
within three Business Days of the receipt thereof to be applied as set
forth in Section 3.1.2; provided, however, that no mandatory prepayment
from Net Casualty Proceeds shall be required under this clause if the
Borrower informs the Administrative Agent in writing no later than 30
days following the occurrence of the Casualty Event resulting in such
Net Casualty Proceeds of its or its Subsidiary's good faith intention
to apply such Net Casualty Proceeds to the rebuilding or replacement of
the damaged, destroyed or condemned assets or property and the Borrower
or such Subsidiary in fact uses such Net Casualty Proceeds to rebuild
or replace such assets or property within 120 days following the
receipt of such Net Casualty Proceeds, with the amount of such Net
Casualty Proceeds unused after such 120-day period being applied to the
Loans pursuant to Section 3.1.2; provided further, however, that at any
time when any Default or Event of Default shall have occurred and be
continuing, all Net Casualty Proceeds shall be deposited in an account
maintained with the Administrative Agent for, at the Administrative
Agent's discretion, (i) application to the Loans pursuant to
Section 3.1.2 or (ii) distribution to the Borrower or such Subsidiary
for such rebuilding or replacement whenever no Default or Event of
Default is then continuing.

(f   The Borrower shall, following the receipt by the Borrower or
any Subsidiary of any Net Disposition Proceeds from any Disposition or
series of Dispositions, the aggregate amount of which is in excess of
$500,000, deliver to the Administrative Agent a calculation of the
amount of such Net Disposition Proceeds and make a mandatory prepayment
of the Loans in an amount equal to 100% of such Net Disposition
Proceeds within three Business Days of the receipt thereof to be
applied as set forth in Section 3.1.2; provided, however, that no
mandatory prepayment from Net Disposition Proceeds shall be required
under this clause if the Borrower informs the Administrative Agent in
writing no later than one Business Day following the receipt of such
Net Disposition Proceeds of its or such Subsidiary's good faith
intention to apply such Net Disposition Proceeds to the purchase of
related assets, and the Borrower or such Subsidiary in fact uses such
Net Disposition Proceeds to purchase such assets or property within 120
days following the receipt of such Net Disposition Proceeds, with the
amount of such Net Disposition Proceeds unused after such 120-day
period being applied to the Loans pursuant to Section 3.1.2.

(g   The Borrower shall, no later than the July 31 following the
close of each Fiscal Year (beginning with the close of the 2002 Fiscal
Year), deliver to the Administrative Agent a calculation of the Excess
Cash Flow (if any) for the Fiscal Year last ended and make a mandatory
prepayment of the Loans in an amount equal to 75% of the Excess Cash
Flow (if any) for such Fiscal Year, to be applied as set forth in
Section 3.1.2; provided, however, that the amount of such prepayment
shall be reduced to an amount equal to 50% of the Excess Cash Flow (if
any) for such Fiscal Year if the Total Leverage Ratio on the last day
of such Fiscal Year is less than 4.00:1.


(h   Within three Business Days of the receipt by any applicable
member of the Consolidated Group of any Net Debt Proceeds or Net Equity
Proceeds, the Borrower shall deliver to the Administrative Agent a
calculation of the amount of such Net Debt Proceeds or Net Equity
Proceeds, as the case may be, and make a mandatory prepayment of the
Loans in an amount equal to 100% of such Net Debt Proceeds or 50% of
such Net Equity Proceeds, as the case may be, to be applied as set
forth in Section 3.1.2; provided, however, that no mandatory prepayment
of up to (i) $200,000,000 in the aggregate of Net Equity Proceeds and
(ii) $150,000,000 in the aggregate of Net Debt Proceeds in respect of
Subordinated Debt received by the Consolidated Group, in each case on
or prior to June 30, 2000, shall be required under this clause.

(i   Immediately upon any acceleration of the Stated Maturity
Date of any Loans pursuant to Section 8.2 or clause (a) of Section 8.3,
the Borrower shall repay all the Loans unless, pursuant to clause (a)
of Section 8.3, only a portion of all the Loans is so accelerated (in
which case the portion so accelerated shall be so repaid).

Each prepayment of any Loans made pursuant to this Section shall be without
premium or penalty, except as may be required by Section 4.4; provided,
however, that with respect to Term B Loans only, the Borrower shall pay to
the Lenders holding Term B Loans a prepayment fee equal to 2% of the
principal amount of such Term B Loans prepaid on or prior to the date which
is the first anniversary of the Closing Date.

SECTION III.1.2.  Application.  Amounts prepaid pursuant to
Section 3.1.1 shall be applied as set forth in this Section.

(a   Subject to clause (b), each prepayment or repayment of the
principal of the Loans shall be applied, to the extent of such
prepayment or repayment, first, to the principal amount thereof being
maintained as Base Rate Loans, and second, subject to the terms of
Section 4.4, to the principal amount thereof being maintained as LIBO
Rate Loans.


(b   Each prepayment of Loans made pursuant to clause (a) and
clauses (e) through (h) of Section 3.1.1 shall be applied (i) first,
pro rata to a mandatory prepayment of the outstanding principal amount
of all Term A Loans and Term B Loans (with the amount of such
prepayment of the Term A Loans and the Term B Loans being applied to
the remaining scheduled amortization payments of the Term A Loans or
Term B Loans, as the case may be, pro rata in accordance with the
amount of each such remaining Term A Loan or Term B Loan amortization
payments), and (ii) second, once all Term Loans have been repaid in
full, to the repayment of any outstanding Revolving Loans and a
reduction of the Revolving Loan Commitment Amount in accordance with
Section 2.2.2; provided, however, that in the case of any prepayment of
Term B Loans made pursuant to clause (a) and clauses (e) through (h) of
Section 3.1.1, any Lender that has Term B Loans may, so long as there
are Term A Loans outstanding, elect not to have such Term B Loans
prepaid with the amounts set forth above by delivering a notice of such
election to the Administrative Agent at least one Business Day prior to
the date that such prepayment is to be made, in which case the amounts
that would have been applied to a prepayment of such Lender's Term B
Loans shall instead be applied in the manner set forth above to a
prepayment of the principal amount of all outstanding Term A Loans
until all outstanding Term A Loans have been prepaid in full and
thereafter as set forth above.

SECTION III.2.  Interest Provisions.  Interest on the outstanding
principal amount of Loans shall accrue and be payable in accordance with the
terms set forth below.

SECTION III.2.1.  Rates.  Pursuant to an appropriately delivered
Borrowing Request or Continuation/Conversion Notice, the Borrower may elect
that Loans comprising a Borrowing accrue interest at a rate per annum:

(a   on that portion maintained from time to time as a Base Rate
Loan, equal to the sum of the Alternate Base Rate from time to time in
effect plus the Applicable Margin; and

(b   on that portion maintained as a LIBO Rate Loan, during each
Interest Period applicable thereto, equal to the sum of the LIBO Rate
(Reserve Adjusted) for such Interest Period plus the Applicable Margin.

All LIBO Rate Loans shall bear interest from and including the first day of
the applicable Interest Period to (but not including) the last day of such
Interest Period at the interest rate determined as applicable to such LIBO
Rate Loan.

SECTION III.2.2.  Post-Default Rates.  Immediately upon the receipt by
the Borrower of a written notice from the Administrative Agent of the
occurrence of an Event of Default, as a result of such Event of Default (and
until cured or waived), the Borrower shall pay interest (after as well as
before judgment) from and after the date of such notice at a rate per annum
equal to (a) in the case of any principal on any Loan or Reimbursement
Obligation (whether or not then due and payable), the rate of interest that
otherwise would be applicable thereto plus 2%, and (b) in the case of
interest, fees and other monetary Obligations payable hereunder, the
Alternate Base Rate plus the highest Applicable Margin for Base Rate Loans
plus 2%.

SECTION III.2.3.  Payment Dates.  Interest accrued on each Loan shall
be payable, without duplication:

(a   on the Stated Maturity Date therefor;

(b   on the date of any payment or prepayment, in whole or in
part, of principal outstanding on such Loan on the principal amount so
paid or prepaid;


(c   with respect to Base Rate Loans, on each Quarterly Payment
Date occurring after the Effective Date;

(d   with respect to LIBO Rate Loans, on the last day of each
applicable Interest Period (and, if such Interest Period shall exceed
three months, on the date occurring on each three-month interval
occurring after the first day of such Interest Period); and

(e   on that portion of any Loans the Stated Maturity Date of
which is accelerated pursuant to Section 8.2 or clause (a) of
Section 8.3, immediately upon such acceleration.

Interest accrued on Loans or other monetary Obligations after the date such
amount is due and payable (whether on the Stated Maturity Date, upon
acceleration or otherwise) shall be payable upon demand.

SECTION III.3.  Fees.  The Borrower agrees to pay the fees set forth
below.  All such fees shall be non-refundable.

SECTION III.3.1.  Commitment Fee.  The Borrower agrees to pay to the
Administrative Agent for the account of each Lender, for the period
(including any portion thereof when any of its Commitments are suspended by
reason of the Borrower's inability to satisfy any condition of Article V)
commencing on the Effective Date and continuing through the applicable
Commitment Termination Date, a commitment fee in an amount equal to the
Applicable Commitment Fee, in each case on such Lender's Percentage of the
sum of the average daily unused portion of the applicable Commitment Amount
(after subtracting Letter of Credit Outstandings, in the case of the
Revolving Loan Commitment Amount).  All commitment fees payable pursuant to
this Section shall be calculated on a year comprised of 360 days and payable
by the Borrower in arrears on the Effective Date and thereafter on each
Quarterly Payment Date, commencing with the first Quarterly Payment Date
following the Effective Date, and on the Revolving Loan Commitment
Termination Date.

SECTION III.3.2.  Administrative Agent's Fee.  The Borrower agrees to
pay to the Administrative Agent, for its own account, the fees in the amounts
and on the dates set forth in the Fee Letter.

SECTION III.3.3.  Letter of Credit Fees.  The Borrower agrees to pay to
the Administrative Agent, for the pro rata account of the applicable Issuer
and each Revolving Loan Lender, a Letter of Credit fee in an amount equal to
the then effective Applicable Margin for Revolving Loans maintained as LIBO
Rate Loans, multiplied by the Stated Amount of each such Letter of Credit,
such fees being payable quarterly in arrears on each Quarterly Payment Date
following the date of issuance of each Letter of Credit and on the Revolving
Loan Commitment Termination Date.  The Borrower further agrees to pay to the
applicable Issuer, quarterly in arrears on each Quarterly Payment Date
following the date of issuance of each Letter of Credit and on the Revolving
Loan Commitment Termination Date, an issuance fee in an amount agreed to by
the Borrower and such Issuer.


	ARTICLE IV
	CERTAIN LIBO RATE AND OTHER PROVISIONS

SECTION IV.1.  LIBO Rate Lending Unlawful.  If any Lender shall
determine (which determination shall, upon notice thereof to the Borrower and
the Administrative Agent, be conclusive and binding on the Borrower) that the
introduction of or any change in or in the interpretation of any law makes it
unlawful, or any Governmental Authority asserts that it is unlawful, for such
Lender to make or continue any Loan as, or to convert any Loan into, a LIBO
Rate Loan, the obligations of such Lender to make, continue or convert any
such LIBO Rate Loan shall, upon such determination, forthwith be suspended
until such Lender shall notify the Administrative Agent that the
circumstances causing such suspension no longer exist, and all outstanding
LIBO Rate Loans payable to such Lender shall automatically convert into Base
Rate Loans at the end of the then current Interest Periods with respect
thereto or sooner, if required by such law or assertion.

SECTION IV.2.  Deposits Unavailable.  If the Administrative Agent shall
have determined that

(a   Dollar deposits in the relevant amount and for the relevant
Interest Period are not available to it in its relevant market; or

(b   by reason of circumstances affecting it's relevant market,
adequate means do not exist for ascertaining the interest rate
applicable hereunder to LIBO Rate Loans;

then, upon notice from the Administrative Agent to the Borrower and the
Lenders, the obligations of all Lenders under Section 2.3 and Section 2.4 to
make or continue any Loans as, or to convert any Loans into, LIBO Rate Loans
shall forthwith be suspended until the Administrative Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist.


SECTION IV.3.  Increased LIBO Rate Loan Costs, etc. The Borrower agrees
to reimburse each Secured Party for any increase in the cost to such Secured
Party of, or any reduction in the amount of any sum receivable by such
Secured Party in respect of, such Secured Party's Commitments and the making
of Credit Extensions hereunder (including the making, continuing or
maintaining (or of its obligation to make or continue) any Loans as, or of
converting (or of its obligation to convert) any Loans into, LIBO Rate Loans)
that arise in connection with any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in after the date
hereof of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any Governmental Authority,
except for such changes with respect to increased capital costs and Taxes
which are governed by Sections 4.5 and 4.6, respectively.  Each affected
Secured Party shall promptly notify the Administrative Agent and the Borrower
in writing of the occurrence of any such event, stating the reasons therefor
and the additional amount required fully to compensate such Secured Party for
such increased cost or reduced amount.  Such additional amounts shall be
payable by the Borrower directly to such Secured Party within five days of
its receipt of such notice, and such notice shall, in the absence of manifest
error, be conclusive and binding on the Borrower.

SECTION IV.4.  Funding Losses.  In the event any Lender shall incur any
loss or expense (including any loss or expense incurred by reason of the
liquidation or reemployment of deposits or other funds acquired by such
Lender to make or continue any portion of the principal amount of any Loan
as, or to convert any portion of the principal amount of any Loan into, a
LIBO Rate Loan) as a result of

(a   any conversion or repayment or prepayment of the principal
amount of any LIBO Rate Loan on a date other than the scheduled last
day of the Interest Period applicable thereto, whether pursuant to
Article III or otherwise;

(b   any Loans not being made as LIBO Rate Loans in accordance
with the Borrowing Request therefor; or

(c   any Loans not being continued as, or converted into, LIBO
Rate Loans in accordance with the Continuation/Conversion Notice
therefor;

then, upon the written notice of such Lender to the Borrower (with a copy to
the Administrative Agent), the Borrower shall, within five days of its
receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss
or expense.  Such written notice shall, in the absence of manifest error, be
conclusive and binding on the Borrower.

SECTION IV.5.  Increased Capital Costs.  If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in after the Effective Date of, any law or regulation, directive,
guideline, decision or request (whether or not having the force of law) of
any Governmental Authority affects or would affect the amount of capital
required or expected to be maintained by any Secured Party or any Person
controlling such Secured Party, and such Secured Party determines (in good
faith but in its sole and absolute discretion) that the rate of return on its
or such controlling Person's capital as a consequence of the Commitments or
the Credit Extensions made, or the Letters of Credit participated in, by such
Secured Party is reduced to a level below that which such Secured Party or
such controlling Person could have achieved but for the occurrence of any
such circumstance, then upon notice from time to time by such Secured Party
to the Borrower, the Borrower shall within five days following receipt of
such notice pay directly to such Secured Party additional amounts sufficient
to compensate such Secured Party or such controlling Person for such
reduction in rate of return.  A statement of such Secured Party as to any
such additional amount or amounts shall, in the absence of manifest error, be
conclusive and binding on the Borrower.  In determining such amount, such
Secured Party may use any method of averaging and attribution that it (in its
sole and absolute discretion) shall deem applicable.


SECTION IV.6.  Taxes.  The Borrower covenants and agrees as follows
with respect to Taxes.

(a   Any and all payments by the Borrower under each Loan
Document shall be made without setoff, counterclaim or other defense,
and free and clear of, and without deduction or withholding for or on
account of, any Taxes.  In the event that any Taxes are required to be
deducted or withheld from any payment required to be made by any
Obligor to or on behalf of any Secured Party under any Loan Document,
then:

(i)  subject to clause (f), if such Taxes are Non-Excluded
Taxes, the amount of such payment shall be increased as may be
necessary so that such payment is made, after withholding or
deduction for or on account of such Taxes, in an amount that is
not less than the amount provided for in such Loan Document; and

(ii)  the Borrower shall withhold the full amount of such
Taxes from such payment (as increased pursuant to clause (a)(i))
and shall pay such amount to the Governmental Authority imposing
such Taxes in accordance with applicable law.

(b   In addition, the Borrower shall pay all Other Taxes imposed
to the relevant Governmental Authority imposing such Other Taxes in
accordance with applicable law.

(c   As promptly as practicable after the payment of any Taxes or
Other Taxes, and in any event within 45 days of any such payment being
due, the Borrower shall furnish to the Administrative Agent a copy of
an official receipt (or a certified copy thereof) evidencing the
payment of such Taxes or Other Taxes.  The Administrative Agent shall
make copies thereof available to any Lender upon request therefor.


(d   Subject to clause (f), the Borrower shall indemnify each
Secured Party for any Non-Excluded Taxes and Other Taxes levied,
imposed or assessed on (and whether or not paid directly by) such
Secured Party whether or not such Non-Excluded Taxes or Other Taxes are
correctly or legally asserted by the relevant Governmental Authority.
Promptly upon having knowledge that any such Non-Excluded Taxes or
Other Taxes have been levied, imposed or assessed, and promptly upon
notice thereof by any Secured Party, the Borrower shall pay such
Non-Excluded Taxes or Other Taxes directly to the relevant Governmental
Authority (provided, however, that no Secured Party shall be under any
obligation to provide any such notice to the Borrower).   In addition,
the Borrower shall indemnify each Secured Party for any incremental
Taxes that may become payable by such Secured Party as a result of any
failure of the Borrower to pay any Taxes when due to the appropriate
Governmental Authority or to deliver to the Administrative Agent,
pursuant to clause (c), documentation evidencing the payment of Taxes
or Other Taxes.  With respect to indemnification for Non-Excluded Taxes
and Other Taxes actually paid by any Secured Party or the
indemnification provided in the immediately preceding sentence, such
indemnification shall be made within 30 days after the date such
Secured Party makes written demand therefor.  The Borrower acknowledges
that any payment made to any Secured Party or to any Governmental
Authority in respect of the indemnification obligations of the Borrower
provided in this clause shall constitute a payment in respect of which
the provisions of clause (a) and this clause shall apply.

(e   Each Non-U.S. Lender, on or prior to the date on which such
non-U.S. Lender becomes a Lender hereunder (and from time to time
thereafter upon the request of the Borrower or the Administrative
Agent, but only for so long as such non-U.S. Lender is legally entitled
to do so), shall deliver to the Borrower and the Administrative Agent
either

(i (x) two duly completed copies of either (A) Internal
Revenue Service Form W-8BEN or (B) Internal Revenue Service Form
W-8ECI, or in either case an applicable successor form, and (y) a
duly completed copy of Internal Revenue Service Form W-8 or W-9,
or in either case an applicable successor form; or

(ii   in the case of a Non-U.S. Lender that is not legally
entitled to deliver either form listed in clause (e)(i)(x), (x) a
certificate of a duly authorized officer of such Non-U.S. Lender
to the effect that such Non-U.S. Lender is not (A) a "bank"
within the meaning of Section 881(c)(3)(A) of the Code, (B) a "10
percent shareholder" of the Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or (C) a controlled foreign
corporation receiving interest from a related person within the
meaning of Section 881(c)(3)(C) of the Code (referred to as an
"Exemption Certificate") and (y) two duly completed copies of
Internal Revenue Service Form W-8 or applicable successor form.


(f   The Borrower shall not be obligated to gross up any payments
to any Lender pursuant to clause (a)(i), or to indemnify any Lender
pursuant to clause (d), in respect of United States federal withholding
taxes to the extent imposed as a result of (i) the failure of such
Lender to deliver to the Borrower the form or forms and/or an Exemption
Certificate, as applicable to such Lender, pursuant to clause (e), (ii)
such form or forms and/or Exemption Certificate not establishing a
complete exemption from U.S. federal withholding tax or the information
or certifications made therein by the Lender being untrue or inaccurate
on the date delivered in any material respect, or (iii) the Lender
designating a successor lending office at which it maintains its Loans
which has the effect of causing such Lender to become obligated for tax
payments in excess of those in effect immediately prior to such
designation; provided, however, that the Borrower shall be obligated to
gross up any payments to any such Lender pursuant to clause (a)(i), and
to indemnify any such Lender pursuant to clause (d), in respect of
United States federal withholding taxes if  (i) any such failure to
deliver a form or forms or an Exemption Certificate or the failure of
such form or forms or Exemption Certificate to establish a complete
exemption from U.S. federal withholding tax or inaccuracy or untruth
contained therein resulted from a change in any applicable statute,
treaty, regulation or other applicable law or any interpretation of any
of the foregoing occurring after the date hereof, which change rendered
such Lender no longer legally entitled to deliver such form or forms or
Exemption Certificate or otherwise ineligible for a complete exemption
from U.S. federal withholding tax, or rendered the information or
certifications made in such form or forms or Exemption Certificate
untrue or inaccurate in a material respect, (ii) the redesignation of
the Lender's lending office was made at the request of the Borrower or
was consistent with the Lender's policies generally or (iii) the
obligation to gross up payments to any such Lender pursuant to
clause (a)(i) or to indemnify any such Lender pursuant to clause (d) is
with respect to an Assignee Lender that becomes an Assignee Lender as a
result of an assignment made at the request of the Borrower.

SECTION IV.7.  Payments, Computations, etc. Unless otherwise expressly
provided in a Loan Document, all payments by the Borrower pursuant to each
Loan Document shall be made by the Borrower to the Administrative Agent for
the pro rata account of the Secured Parties entitled to receive such payment.
All payments shall be made without setoff, deduction or counterclaim not
later than 11:00 a.m. on the date due in same day or immediately available
funds to such account as the Administrative Agent shall specify from time to
time by notice to the Borrower.  Funds received after that time shall be
deemed to have been received by the Administrative Agent on the next
succeeding Business Day.  The Administrative Agent shall promptly remit in
same day funds to each Secured Party its share, if any, of such payments
received by the Administrative Agent for the account of such Secured Party.
All interest (including interest on LIBO Rate Loans) and fees shall be
computed on the basis of the actual number of days (including the first day
but excluding the last day) occurring during the period for which such
interest or fee is payable over a year comprised of 360 days (or, in the case
of interest on a Base Rate Loan (calculated at other than the Federal Funds
Rate), 365 days or, if appropriate, 366 days).  Payments due on other than a
Business Day shall (except as otherwise required by clause (c) of the
definition of "Interest Period") be made on the next succeeding Business Day
and such extension of time shall be included in computing interest and fees
in connection with that payment.


SECTION IV.8.  Sharing of Payments.  If any Secured Party shall obtain
any payment or other recovery (whether voluntary, involuntary, by application
of setoff or otherwise) on account of any Credit Extension or Reimbursement
Obligation (other than pursuant to the terms of Sections 4.3, 4.4, 4.5 or
4.6) in excess of its pro rata share of payments obtained by all Secured
Parties, such Secured Party shall purchase from the other Secured Parties
such participations in Credit Extensions made by them as shall be necessary
to cause such purchasing Secured Party to share the excess payment or other
recovery ratably (to the extent such other Secured Parties were entitled to
receive a portion of such payment or recovery) with each of them; provided,
however, that if all or any portion of the excess payment or other recovery
is thereafter recovered from such purchasing Secured Party, the purchase
shall be rescinded and each Secured Party which has sold a participation to
the purchasing Secured Party shall repay to the purchasing Secured Party the
purchase price to the ratable extent of such recovery together with an amount
equal to such selling Secured Party's ratable share (according to the
proportion of (a) the amount of such selling Secured Party's required
repayment to the purchasing Secured Party to (b) total amount so recovered
from the purchasing Secured Party) of any interest or other amount paid or
payable by the purchasing Secured Party in respect of the total amount so
recovered.  The Borrower agrees that any Secured Party purchasing a
participation from another Secured Party pursuant to this Section may, to the
fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 4.9) with respect to such participation as
fully as if such Secured Party were the direct creditor of the Borrower in
the amount of such participation.  If under any applicable bankruptcy,
insolvency or other similar law any Secured Party receives a secured claim in
lieu of a setoff to which this Section applies, such Secured Party shall, to
the extent practicable, exercise its rights in respect of such secured claim
in a manner consistent with the rights of the Secured Parties entitled under
this Section to share in the benefits of any recovery on such secured claim.

SECTION IV.9.  Setoff.  Each Secured Party shall, upon the occurrence
and during the continuance of any Default described in clauses (a) through
(d) of Section 8.1.9 or, with the consent of the Required Lenders, upon the
occurrence and during the continuance of any other Event of Default, have the
right to appropriate and apply to the payment of the Obligations owing to it
(whether or not then due), and (as security for such Obligations) the
Borrower hereby grants to each Secured Party a continuing security interest
in, any and all balances, credits, deposits, accounts or moneys of the
Borrower then or thereafter maintained with such Secured Party; provided,
however, that any such appropriation and application shall be subject to the
provisions of Section 4.8.  Each Secured Party agrees promptly to notify the
Borrower and the Administrative Agent after any such setoff and application
made by such Secured Party; provided, however, that the failure to give such
notice shall not affect the validity of such setoff and application.  The
rights of each Secured Party under this Section are in addition to other
rights and remedies (including other rights of setoff under applicable law or
otherwise) which such Secured Party may have.


	ARTICLE V
	CONDITIONS TO CREDIT EXTENSIONS

SECTION V.1.  Initial Credit Extension.  The obligations of the Lenders
and, if applicable, the Issuer to fund the initial Credit Extension shall be
subject to the prior or concurrent satisfaction of each of the conditions
precedent set forth in this Article.

SECTION V.1.1.  Resolutions, etc. The Administrative Agent shall have
received from each Obligor, as applicable, (a) a copy of a good standing
certificate, dated a date reasonably close to the Closing Date, for each such
Person and (b) a certificate, dated the Closing Date, duly executed and
delivered by such Person's Secretary or Assistant Secretary, managing member
or general partner, as applicable, as to


(i   resolutions of each such Person's Board of Directors (or
other managing body, in the case of other than a corporation) then in
full force and effect authorizing, to the extent relevant, all aspects
of the  applicable to such Person and the execution, delivery and
performance of each Loan Document to be executed by such Person and the
transactions contemplated hereby and thereby;

(ii   the incumbency and signatures of those of its officers,
managing member or general partner, as applicable, authorized to act
with respect to each Loan Document to be executed by such Person; and

(iii   the full force and validity of each Organic Document of
such Person and copies thereof;

upon which certificates each Secured Party may conclusively rely until it
shall have received a further certificate of the Secretary, Assistant
Secretary, managing member or general partner, as applicable, of any such
Person canceling or amending the prior certificate of such Person.

SECTION V.1.2.  Delivery of Notes.  The Administrative Agent shall have
received, for the account of each Lender that has requested a Note in
writing, such Lender's Notes duly executed and delivered by an Authorized
Officer of the Borrower.

SECTION V.1.3.  Subsidiary Guaranty.  The Administrative Agent shall
have received, with counterparts for each Lender, the Subsidiary Guaranty,
dated the Closing Date and duly executed and delivered by each U.S.
Subsidiary.

SECTION V.1.4.  Pledge Agreements.  The Administrative Agent shall have
received, with counterparts for each Lender,

(a   each Pledge Agreement, each dated as of the Closing Date and
duly executed and delivered by an Authorized Officer of each applicable
Obligor, together with

(i   the certificates evidencing all of the issued and
outstanding shares of Capital Securities pledged pursuant to the
applicable Pledge Agreement, which certificates shall in each
case be accompanied by undated stock powers or powers of transfer
duly executed in blank, or, if any such shares of Capital
Securities pledged pursuant to such Pledge Agreement are
uncertificated securities, the Administrative Agent shall have
obtained "control" (as defined in the UCC) over such shares of
Capital Securities and such other instruments and documents as
the Administrative Agent shall deem necessary or in the
reasonable opinion of the Administrative Agent desirable under
applicable law to perfect the first priority security interest of
the Administrative Agent in such shares of Capital Securities
shall have been delivered to the Administrative Agent;


(ii   to the extent necessary, executed copies of UCC
financing statements (Form UCC-1) naming each Obligor executing a
Pledge Agreement as a debtor and the Administrative Agent as the
secured party, or other similar instruments or documents to be
filed under the UCC of all jurisdictions as may be necessary or,
in the opinion of the Administrative Agent, desirable to perfect
the security interests of the Administrative Agent pursuant to
such Pledge Agreement;

(iii   executed copies of proper UCC termination statements
(Form UCC-3), if any, necessary to release all Liens and other
rights of any Person (i) in any collateral described in any
security or pledge agreement previously executed and delivered by
any Person, and (ii) securing any of the Indebtedness identified
in Item 7.2.2(b) of the Disclosure Schedule, together with such
other UCC termination statements (Form UCC-3) as the
Administrative Agent may reasonably request from such Obligors;
and

(iv   certified copies of UCC Requests for Information or
Copies (Form UCC-11), or a similar search report certified by a
party acceptable to the Administrative Agent, dated a date
reasonably near to the Closing Date, listing all effective
financing statements which name each Obligor executing a Pledge
Agreement (under its present name and any previous names) as the
debtor, together with copies of such financing statements (none
of which shall cover any Collateral); and

(b   the Administrative Agent and its counsel shall be satisfied
that the Liens granted to the Administrative Agent, for the benefit of
the Secured Parties, in the Collateral are first priority (or local
equivalent thereof) security interests, and that no Liens exists on any
of the Collateral other than the Liens created in favor of the
Administrative Agent, for the benefit of the Secured Parties, pursuant
to the Loan Documents (except for Liens permitted by Section 7.2.3).

SECTION V.1.5.  Intellectual Property.  The Administrative Agent shall
have received the Patent Security Agreement, the Copyright Security Agreement
and the Trademark Security Agreement, as applicable, each dated as of the
Closing Date and duly executed and delivered by an Authorized Officer of each
Obligor that has delivered a Pledge and Security Agreement and is, pursuant
to the terms of such Pledge and Security Agreement, granting a Lien on any
Intellectual Property Collateral (as defined in the applicable Pledge and
Security Agreement).

SECTION V.1.6.  Closing Date Certificate.  The Administrative Agent
shall have received the Closing Date Certificate, dated the Closing Date and
duly executed and delivered by an Authorized Officer of each of the Parent
and the Borrower, in which certificate each of the Parent and the Borrower
shall agree and acknowledge that the statements made therein shall be deemed
to be true and correct representations and warranties of the Parent and the
Borrower as of such date, and, at the time each such certificate is
delivered, such statements shall in fact be true and correct in all material
respects.  All documents and agreements required to be appended to the
Closing Date Certificate shall be in form and substance satisfactory to the
Administrative Agent.


SECTION V.1.7.  Solvency, etc. The Administrative Agent shall have
received, with counterparts for each Lender, a certificate, dated the Closing
Date and duly executed and delivered by the chief financial or accounting
Authorized Officer of each of the Parent and the Borrower, as to the solvency
of the Parent and the Borrower, in form and substance satisfactory to the
Administrative Agent.

SECTION V.1.8.  Opinions of Counsel.  The Administrative Agent shall
have received opinions, each dated the Closing Date and addressed to the
Administrative Agent and all Lenders, from

(a)  Ropes & Gray, special counsel to the Obligors, in form and
substance satisfactory to the Administrative Agent; and

(b)  Swidler, Berlin, Shereff & Friedman, LLP, FCC regulatory
counsel to the Obligors, in form and substance satisfactory to the
Administrative Agent.

SECTION V.1.9.  Financial Information.  The Administrative Agent shall
have received

(a)  audited consolidated financial statements of the
Consolidated Group for the 1997 through 1999 Fiscal Years;

(b)  a pro forma consolidated balance sheet of the Consolidated
Group, as of the Closing Date, certified by the chief financial or
accounting Authorized Officer of the Parent, giving effect to the
consummation of the Refinancing and each other transaction contemplated
by this Agreement, which shall be satisfactory to the Administrative
Agent; and

(c)  projected consolidated financial statements (including
balance sheets and statements of operations, income and cash flows) of
the Consolidated Group for the ten-year period following the Closing
Date, evidencing the Consolidated Group's compliance with the covenants
set forth in Section 7.2.4 at all times during such ten-year period
(the "Projections").

SECTION V.1.10.  Filing Agent, etc. All UCC financing statements (Form
UCC-1) or other similar financing statements and UCC termination statements
(Form UCC-3) required pursuant to the Loan Documents (collectively, the
"Filing Statements") shall have been delivered to CT Corporation System or
another similar filing service company acceptable to the Administrative Agent
(the "Filing Agent").  The Filing Agent shall have acknowledged in a writing
satisfactory to the Administrative Agent and its counsel (a) the Filing
Agent's receipt of all Filing Statements, (b) that the Filing Statements have
either been submitted for filing in the appropriate filing offices or will be
submitted for filing in the appropriate offices within ten days following the
Closing Date and (c) that the Filing Agent will notify the Administrative
Agent and its counsel of the results of such submissions within 30 days
following the Closing Date.


SECTION V.1.11.  Insurance.  The Administrative Agent shall have
received certified copies of the insurance policies (or binders in respect
thereof) from one or more insurance companies satisfactory to the
Administrative Agent, evidencing coverage required to be maintained pursuant
to each Loan Document, together with a satisfactory broker's letter stating
that the Borrower's insurance coverage is sufficient and customary in the
industry.

SECTION V.1.12.  Necessary Authorizations.  The Administrative Agent
shall have received copies of all Necessary Authorizations or other required
consents to the Credit Extensions or to the execution, delivery and
performance of the Loan Documents, each of which shall be in form and
substance reasonably satisfactory to the Administrative Agent.

SECTION V.1.13.  Payment of Outstanding Indebtedness, etc. All
Indebtedness identified in Item 7.2.2(b) of the Disclosure Schedule
(including, in connection with the Refinancing, all Indebtedness outstanding
under the terms of the Existing Financing Agreements), together with all
interest, all prepayment premiums and other amounts due and payable with
respect thereto, shall have been paid in full from the proceeds of the
initial Credit Extension and the commitments in respect of such Indebtedness
shall have been terminated, and all Liens securing payment of any such
Indebtedness have been released and the Administrative Agent shall have
received all UCC termination statements (Form UCC-3) or other instruments as
may be suitable or appropriate in connection therewith.  The Administrative
Agent shall have received all payoff letters requested by the Administrative
Agent in connection with the repayment of such Indebtedness.

SECTION V.1.14.  Financing Arrangements.  The Arranger and the
Administrative Agent shall have received, and be satisfied in all respects
with the terms and conditions of, all documentation and other materials
relating to any preferred stock, vendor and/or other financing arrangements
to which any member of the Consolidated Group is a party.

SECTION V.1.15.  Closing Fees, Expenses, etc. The Administrative Agent
shall have received for its own account, or for the account of each Lender,
as the case may be, all fees, costs and expenses due and payable pursuant to
Sections 3.3 and, if then invoiced, 11.3.

SECTION V.2.  All Credit Extensions.  The obligation of each Lender and
each Issuer to make any Credit Extension (including the initial Credit
Extension) shall be subject to and the satisfaction of each of the conditions
precedent set forth below.

SECTION V.2.1.  Compliance with Warranties, No Default, etc. Both
before and after giving effect to any Credit Extension (but, if any Default
of the nature referred to in Section 8.1.5 shall have occurred with respect
to any other Indebtedness, without giving effect to the application, directly
or indirectly, of the proceeds thereof) the following statements shall be
true and correct:


(a)  the representations and warranties set forth in each Loan
Document shall, in each case, be true and correct in all material
respects with the same effect as if then made (unless stated to relate
solely to an earlier date, in which case such representations and
warranties shall be true and correct in all material respects as of
such earlier date); and

(b)  no Default shall have then occurred and be continuing.

SECTION V.2.2.  Credit Extension Request, etc. Subject to
Section 2.3.2, the Administrative Agent shall have received a Borrowing
Request if Loans are being requested, or an Issuance Request if a Letter of
Credit is being requested or extended.  Each of the delivery of a Borrowing
Request or Issuance Request and the acceptance by the Borrower of the
proceeds of such Credit Extension shall constitute a representation and
warranty by the Borrower that on the date of such Credit Extension (both
immediately before and after giving effect to such Credit Extension and the
application of the proceeds thereof) the statements made in Section 5.2.1 are
true and correct in all material respects.

SECTION V.2.3.  Satisfactory Legal Form.  All documents executed or
submitted pursuant hereto by or on behalf of the Borrower or any of its
Subsidiaries or any other Obligors shall be reasonably satisfactory in form
and substance to the Administrative Agent and its counsel; the Administrative
Agent and its counsel shall have received all information, approvals,
opinions, documents or instruments as the Administrative Agent or its counsel
may reasonably request.


	ARTICLE VI
	REPRESENTATIONS AND WARRANTIES

In order to induce the Secured Parties to enter into this Agreement and
to make Credit Extensions hereunder, each of the Parent and the Borrower
represents and warrants to each Secured Party as set forth in this Article.

SECTION VI.1.  Organization, etc. Each member of the Consolidated Group
is validly organized and existing and in good standing under the laws of the
state or jurisdiction of its incorporation or organization, is duly qualified
to do business and is in good standing as a foreign entity in each
jurisdiction where the nature of its business requires such qualification
(except where the failure to be so qualified or in good standing as a foreign
entity could not reasonably be expected to have a Material Adverse Effect),
and has full power and authority and holds all requisite governmental
licenses, permits and other approvals to enter into and perform its
Obligations under each Loan Document to which it is a party and to own and
hold under lease its property and to conduct its business substantially as
currently conducted by it.


SECTION VI.2.  Due Authorization, Non-Contravention, etc. The
execution, delivery and performance by each Obligor of each Loan Document
executed or to be executed by it, each Obligor's participation in the
consummation of all aspects of the Refinancing, and the execution, delivery
and performance by each applicable Obligor of the agreements executed and
delivered in connection with the Refinancing are in each case within each
such Person's powers, have been duly authorized by all necessary action, and
do not

(a)  contravene or, as applicable, result in a default under any
(i) Obligor's Organic Documents, (ii) contractual restriction, or any
License, binding on or affecting any Obligor, (iii) court decree or
order binding on or affecting any Obligor or (iv) law or governmental
regulation binding on or affecting any Obligor; or

(b)  result in, or require the creation or imposition of, any
Lien on any Obligor's properties (except as permitted by this
Agreement).

SECTION VI.3.  Government Approval, Regulation, etc. Except as
disclosed in Item 6.3 of the Disclosure Schedule, no authorization or
approval or other action by, and no notice to or filing with, any
Governmental Authority or other Person (other than those that have been, or
on the Effective Date will be, duly obtained or made and which are, or on the
Effective Date will be, in full force and effect) is required for the
consummation of the Refinancing or the due execution, delivery or performance
by each Obligor of any Loan Document to which it is a party, or for the due
execution, delivery and/or performance of any documents executed, delivered
and/or performed in connection with the Refinancing, in each case by the
parties thereto or the consummation of the Refinancing.  No member of the
Consolidated Group is an "investment company" within the meaning of the
Investment Company Act of 1940, as amended, or a "holding company", or a
"subsidiary company" of a "holding company", or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company", within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

SECTION VI.4.  Validity, etc. This Agreement has been duly executed and
delivered, and constitutes, and each other Loan Document executed by the
Parent and/or the Borrower will, on the due execution and delivery thereof,
constitute, the legal, valid and binding obligations of such Person,
enforceable against such Person in accordance with their respective terms;
and each Loan Document executed by each other Obligor will, on the due
execution and delivery thereof by such Obligor, constitute the legal, valid
and binding obligation of such Obligor enforceable against such Obligor in
accordance with its terms (except, in any case, as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors' rights generally and by principles of equity).

SECTION VI.5.  Financial Information. (a)  The financial statements
furnished to the Administrative Agent and each Lender pursuant to clause (a)
of Section 5.1.9 have been prepared in accordance with GAAP consistently
applied, and present fairly the consolidated financial condition of the
Persons and/or businesses covered thereby as at the dates thereof and the
results of their operations for the periods then ended.

(b)  The pro forma consolidated balance sheet furnished to the
Administrative Agent and each Lender pursuant to clause (b) of Section 5.1.9
fairly presents in all material respects the pro forma estimated financial
condition of the Consolidated Group as of such date.

(c)  The Projections were prepared by each of the Parent and the
Borrower in good faith on the basis of information and assumptions that each
of the Parent and the Borrower and their respective senior management
believed to be reasonable as of the date of the Projections and such
assumptions are reasonable as of the Closing Date (it being understood that
projections are not to be viewed as facts and that actual results during the
period covered by the Projections may differ from projected results).

(d)  All balance sheets, all statements of operations, shareholders'
equity and cash flow and all other financial information of each of the
Consolidated Group furnished pursuant to Section 7.1.1 have been and will for
periods following the Effective Date be prepared in accordance with GAAP
consistently applied, and do or will present fairly the consolidated
financial condition of the Persons covered thereby as at the dates thereof
and the results of their operations for the periods then ended.

SECTION VI.6.  No Material Adverse Change.  Except as disclosed in
Item 6.6 of the Disclosure Schedule, there has been no material adverse
change in the business, assets, debt service capacity, tax position,
environmental liability or financial condition, operations or prospects of
the Parent, the Borrower or the Borrower and its Subsidiaries taken as a
whole, since March 31, 1999.

SECTION VI.7.  Litigation, Labor Controversies, etc. There is no
pending or, to the knowledge of any member of the Consolidated Group,
threatened litigation, action, proceeding or labor controversy

(a)  except as disclosed in Item 6.7 of the Disclosure Schedule,
affecting any member of the Consolidated Group or any other Obligor, or
any of their respective properties, businesses, assets or revenues,
which could reasonably be expected to have a Material Adverse Effect,
and no adverse development has occurred in any labor controversy,
litigation, arbitration or governmental investigation or proceeding
(including, in each case, any controversy, litigation, arbitration,
investigation or proceeding involving the FCC) disclosed in Item 6.7;
or

 (b)  which purports to affect the legality, validity or
enforceability of any Loan Document or the Refinancing.

SECTION VI.8.  Subsidiaries.  The Parent has no direct Subsidiaries
except the Borrower.  The Borrower has no Subsidiaries, except those
Subsidiaries

(a)  which are identified in Item 6.8 of the Disclosure Schedule;
or

(b)  which are permitted to have been organized or acquired in
accordance with Section 7.2.5 or 7.2.9.


SECTION VI.9.  Ownership of Properties. Each member of the Consolidated
Group owns (i) in the case of owned real property, good and marketable fee
title to, and (ii) in the case of owned personal property, good and valid
title to, or, in the case of leased real or personal property, valid and
enforceable leasehold interests (as the case may be) in, all of its
properties and assets, real and personal, tangible and intangible, of any
nature whatsoever, free and clear in each case of all Liens or claims, except
for Liens permitted pursuant to Section 7.2.3.

SECTION VI.10.  Taxes.  Each member of the Consolidated Group has filed
all tax returns and reports required by law to have been filed by it and has
paid all taxes and governmental charges thereby shown to be due and owing,
except any such taxes or charges which are being diligently contested in good
faith by appropriate proceedings and for which adequate reserves in
accordance with GAAP shall have been set aside on its books.

SECTION VI.11.  Pension and Welfare Plans.  During the
twelve-consecutive-month period prior to the date of the execution and
delivery of this Agreement and prior to the date of any Credit Extension
hereunder, no steps have been taken to terminate any Pension Plan, and no
contribution failure has occurred with respect to any Pension Plan sufficient
to give rise to a Lien under Section 302(f) of ERISA.  No condition exists or
event or transaction has occurred with respect to any Pension Plan which
might result in the incurrence by the Borrower or any member of the
Controlled Group of any material liability, fine or penalty.  Except as
disclosed in Item 6.11 of the Disclosure Schedule, neither the Borrower nor
any member of the Controlled Group has any contingent liability with respect
to any post-retirement benefit under a Welfare Plan, other than liability for
continuation coverage described in Part 6 of Title I of ERISA.

SECTION VI.12.  Environmental Warranties.  Except as set forth in Item
6.12 of the Disclosure Schedule:

(a)  all facilities and property (including underlying
groundwater) owned or leased by any member of the Consolidated Group
have been, and continue to be, owned or leased by such member of the
Consolidated Group in material compliance with all Environmental Laws;

(b)  there have been no past, and there are no pending or, to the
knowledge of any member of the Consolidated Group, threatened (i)
claims, complaints, notices or requests for information received by any
member of the Consolidated Group with respect to any alleged violation
of any Environmental Law, or (ii) complaints, notices or inquiries to
any member of the Consolidated Group regarding potential liability
under any Environmental Law;

(c)  there have been no Releases of Hazardous Materials at, on or
under any property now or, to the knowledge of any member of the
Consolidated Group, previously owned or leased by any member of the
Consolidated Group that have, or could reasonably be expected to have,
a Material Adverse Effect;


(d)  each member of the Consolidated Group has been issued and is
in compliance with all permits, certificates, approvals, licenses and
other authorizations relating to environmental matters, the
non-issuance of or non-compliance with any of which, singly or in the
aggregate, could reasonably be expected to have a Material Adverse
Effect;

(e)  no property now or, to the knowledge of any member of the
Consolidated Group, previously owned or leased by any member of the
Consolidated Group is listed or proposed for listing (with respect to
owned property only) on the National Priorities List pursuant to
CERCLA, on the CERCLIS or on any similar state list of sites requiring
investigation or clean-up;

(f)  there are no underground storage tanks, active or abandoned,
including petroleum storage tanks, on or under any property now or, to
the knowledge of any member of the Consolidated Group, previously owned
or leased by any member of the Consolidated Group that, singly or in
the aggregate, have, or could reasonably be expected to have, a
Material Adverse Effect;

(g)  no member of the Consolidated Group has directly transported
or directly arranged for the transportation of any Hazardous Material
to any location which is listed or, to the knowledge of any member of
the Consolidated Group, proposed for listing on the National Priorities
List pursuant to CERCLA, on the CERCLIS or on any similar state list or
which is the subject of federal, state or local enforcement actions or
other investigations which may lead to material claims against such
member of the Consolidated Group for any remedial work, damage to
natural resources or personal injury, including claims under CERCLA;

(h)  there are no polychlorinated biphenyls or friable asbestos
present at any property now or, to the knowledge of any member of the
Consolidated Group, previously owned or leased by any member of the
Consolidated Group that, singly or in the aggregate, have, or could
reasonably be expected to have, a Material Adverse Effect; and

(i)  no conditions exist at, on or under any property now or, to
the knowledge of any member of the Consolidated Group, previously owned
or leased by any member of the Consolidated Group which, with the
passage of time, or the giving of notice or both, would give rise to
liability under any Environmental Law which could reasonably be
expected to have a Material Adverse Effect.


SECTION VI.13.  Accuracy of Information.  None of the factual
information heretofore or contemporaneously furnished in writing (including
the Bank Memorandum) to any Secured Party by or on behalf of any Obligor in
connection with any Loan Document, the Refinancing or any other transaction
contemplated hereby contains any untrue statement of a material fact, or
omits to state any material fact necessary to make any information not
misleading, and no other factual information hereafter furnished in
connection with any Loan Document by or on behalf of any Obligor to any
Secured Party will contain any untrue statement of a material fact or will
omit to state any material fact necessary to make any information not
misleading on the date as of which such information is dated or certified.

SECTION VI.14.  Regulations U and X.  No Obligor is engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock, and no proceeds of any Credit Extensions will be used to purchase or
carry margin stock or otherwise for a purpose which violates, or would be
inconsistent with, F.R.S. Board Regulation U or Regulation X.  Terms for
which meanings are provided in F.R.S. Board Regulation U or Regulation X or
any regulations substituted therefor, as from time to time in effect, are
used in this Section with such meanings.

SECTION VI.15.  Communications Regulatory Matters.

(a)  Each Network Agreement has been duly executed and delivered
by the respective parties thereto, is in full force and effect and no
member of the Consolidated Group nor, to the best knowledge of the
Parent and the Borrower, any of the other parties thereto, is in
default of any of the provisions thereof in any material respect.

(b)  No member of the Consolidated Group is in violation of any
Communications Law applicable thereto.

(c)  All of the Network Facilities and other material properties,
equipment and systems owned, leased or managed by members of the
Consolidated Group are, and all such property, equipment and systems to
be acquired or added in connection with any contemplated system
expansion or construction will be, in good repair, working order and
condition (reasonable wear and tear excepted) and are and will be in
compliance with all terms and conditions of the Licenses and all
standards or rules imposed by applicable Communications Law and any
Governmental Authority or as imposed under any agreements with
telephone companies and customers.

(d)  The members of the Consolidated Group have paid all
franchise, license or other fees and charges which have become due
pursuant to any governmental approval in respect of their business and
have made appropriate provision as required by GAAP for any such fees
and charges which have accrued.

(e)  Each Interconnection Agreement, each of which is listed on
Item 6.15 of the Disclosure Schedule, has been duly executed and
delivered by the respective parties thereto, is in full force and
effect and no member of the Consolidated Group is in default of any of
the provisions thereof in any material respect.


SECTION VI.16.  Licenses.  Each of the Licenses has been duly
authorized by the grantors thereof, is valid and in full force and effect
without conditions except for such conditions as are generally applicable to
holders of such Licenses.  No event has occurred and is continuing which
could reasonably be expected to (i) result in the imposition of a material
forfeiture or the revocation, termination or adverse modification of any such
License or (ii) materially and adversely affect any rights of any member of
the Consolidated Group thereunder.  Neither the Parent nor the Borrower has
reason to believe, and has no knowledge that, any Licenses will not be
approved or renewed, as applicable, in the ordinary course.  Item 6.16 of the
Disclosure Schedule sets forth a true and complete list of each of the
Licenses issued, as of the Effective Date, to the Consolidated Group, and,
with respect to each such License, the following information: (i) for all
Licenses other than PUC Authorizations, the name of the licensee, the type of
service and the expiration dates and (ii) for each PUC Authorization only,
the geographic area covered by such PUC Authorization, the services that may
be provided thereunder and the expiration date, if any.

SECTION VI.17.  Year 2000.  Each Obligor has successfully addressed the
"Year 2000 Problem" (that is, the risk that computer applications used by
such Obligor may be unable to recognize and properly perform date-sensitive
functions involving certain dates prior to and any date after December 31,
1999).


	ARTICLE VII
	COVENANTS

SECTION VII.1.  Affirmative Covenants.  Each of the Parent and the
Borrower agrees with each Secured Party that, until the Termination Date has
occurred, the Parent and the Borrower will, and will cause their respective
Subsidiaries to, perform or cause to be performed the obligations set forth
below.

SECTION VII.1.1.  Financial Information, Reports, Notices, etc. The
Borrower will furnish or cause to be furnished to the Administrative Agent
(with sufficient copies for each Lender) copies of the following financial
statements, reports, notices and information:

(a)  as soon as available and in any event within 30 days after
the end of each fiscal month other than the last such month of any
Fiscal Quarter, unaudited consolidated balance sheets of the
Consolidated Group as at the end of such fiscal month, together with
the related consolidated statements of income for such fiscal month and
for the period commencing at the end of the previous Fiscal Year and
ending with the end of such fiscal month, and including (in each case),
in comparative form the figures for the corresponding fiscal month in,
and year to date portion of, the immediately preceding Fiscal Year,
certified as complete and correct by the chief financial or accounting
Authorized Officer of the Parent;


(b)  as soon as available and in any event within 45 days after
the end of each of the first three Fiscal Quarters of each Fiscal Year,
unaudited consolidated and consolidating balance sheets of the
Consolidated Group as at the end of such Fiscal Quarter, together with
the related consolidated and consolidating statements of income and
cash flow for such Fiscal Quarter and for the period commencing at the
end of the previous Fiscal Year and ending with the end of such Fiscal
Quarter, and including (in each case), in comparative form the figures
for the corresponding Fiscal Quarter in, and year to date portion of,
the immediately preceding Fiscal Year, certified as complete and
correct by the chief financial or accounting Authorized Officer of the
Parent;

(c)  as soon as available and in any event within 90 days after
the end of each Fiscal Year, consolidated and consolidating balance
sheets of the Consolidated Group as at the end of such Fiscal Year,
together with the related consolidated and consolidating statements of
income and cash flow for such Fiscal Year, setting forth in comparative
form the figures for the immediately preceding Fiscal Year, audited
(without any Impermissible Qualification) by independent public
accountants acceptable to the Administrative Agent, which shall include
a statement by such accountants that, in performing the examination
necessary to deliver the audited financial statements of the
Consolidated Group, no knowledge was obtained of any Event of Default;

(d)  concurrently with the delivery of the financial information
pursuant to clauses (b) and (c), a Compliance Certificate, executed by
the chief financial or accounting Authorized Officer of the Parent,
showing compliance with the financial covenants set forth in
Section 7.2.4 and stating that no Default has occurred and is
continuing (or, if a Default has occurred, specifying the details of
such Default and the action that the applicable Obligor has taken or
proposes to take with respect thereto);

(e)  as soon as possible and in any event within three days after
any Obligor obtains knowledge of the occurrence of a Default, a
statement of an Authorized Officer of the Borrower setting forth
details of such Default and the action which such Obligor has taken and
proposes to take with respect thereto;

(f)  as soon as possible and in any event within three days after
any Obligor obtains knowledge of (i) the occurrence of any material
adverse development with respect to any litigation, action, proceeding
or labor controversy described in Item 6.7 of the Disclosure Schedule
or (ii) the commencement of any litigation, action, proceeding or labor
controversy of the type and materiality described in Section 6.7,
notice thereof and, to the extent the Administrative Agent requests,
copies of all documentation relating thereto;

(g)  promptly after the sending or filing thereof, copies of all
reports, notices, prospectuses and registration statements which any
Obligor files with the SEC or any national securities exchange;


(h)  immediately upon becoming aware of (i) the institution of
any steps by any Person to terminate any Pension Plan, (ii) the failure
to make a required contribution to any Pension Plan if such failure is
sufficient to give rise to a Lien under Section 302(f) of ERISA,
(iii) the taking of any action with respect to a Pension Plan which
could result in the requirement that any Obligor furnish a bond or
other security to the PBGC or such Pension Plan, or (iv) the occurrence
of any event with respect to any Pension Plan which could result in the
incurrence by any Obligor of any material liability, fine or penalty,
notice thereof and copies of all documentation relating thereto;

(i)  promptly upon receipt thereof, copies of all "management
letters" submitted to any Obligor by the independent public accountants
referred to in clause (b) in connection with each audit made by such
accountants;

(j)  as soon as possible and in any event within ten days after
any annual budgets or business plans prepared by or on behalf of any
Obligor are completed for the next succeeding Fiscal Year, copies of
such annual budgets or business plans, as applicable;

(k)  promptly following the mailing or receipt of any notice or
report delivered under the terms of any Subordinated Debt, copies of
such notice or report;

(l)  promptly upon receipt thereof, copies of any adverse notice
or report regarding any License from the FCC;

(m)  promptly upon receipt of any new License, information
relating to such License similar to that set forth in Item 6.16 of the
Disclosure Schedule; and

(n)  such other financial and other information as any Secured
Party through the Administrative Agent may from time to time reasonably
request (including information and reports in such detail as the
Administrative Agent may request with respect to the terms of and
information provided pursuant to the Compliance Certificate).

SECTION VII.1.2.  Maintenance of Existence; Compliance with Laws, etc.
Each of the Parent and the Borrower will, and will cause each of their
respective Subsidiaries to,

(a)  except as otherwise permitted by Section 7.2.9, preserve and
maintain its legal existence; and

(b)  comply with all contractual obligations, applicable laws,
rules, regulations and orders, including the payment (before the same
become delinquent), of all Taxes imposed upon any member of the
Consolidated Group or upon its property, the non-compliance with any of
which could reasonably be expected to have a Material Adverse Effect,
except to the extent being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance
with GAAP have been set aside on the books of such member of the
Consolidated Group, as applicable.


SECTION VII.1.3.  Maintenance of Properties.  Each of the Parent and
the Borrower will, and will cause each of their respective Subsidiaries to,
maintain, preserve, protect and keep their respective properties in good
repair, working order and condition (ordinary wear and tear excepted), and
make necessary repairs, renewals and replacements so that the business
carried on by the Consolidated Group may be properly conducted at all times,
unless any member of the Consolidated Group determines in good faith that the
continued maintenance of such property is no longer economically desirable.

SECTION VII.1.4.  Insurance.  Each of the Parent and the Borrower will,
and will cause each of their respective Subsidiaries to,

(a)  maintain insurance on its property with financially sound
and reputable insurance companies against loss and damage in at least
the amounts (and with only those deductibles) customarily maintained,
and against such risks as are typically insured against in the same
general area, by Persons of comparable size engaged in the same or
similar business as the Borrower and its Subsidiaries; and

(b)  all worker's compensation, employer's liability insurance or
similar insurance as may be required under the laws of any state or
jurisdiction in which it may be engaged in business.

Without limiting the foregoing, all insurance policies required pursuant to
this Section shall (i) name the Administrative Agent on behalf of Secured
Parties as mortgagee (in the case of property insurance) or additional
insured (in the case of liability insurance), as applicable, and provide that
no cancellation or modification of the policies will be made without thirty
days' prior written notice to the Administrative Agent and (ii) be in
addition to any requirements to maintain specific types of insurance
contained in the other Loan Documents.

SECTION VII.1.5.  Books and Records.  Each of the Parent and the
Borrower will, and will cause each of their respective Subsidiaries to, keep
books and records in accordance with GAAP which accurately reflect all of its
business affairs and transactions and permit each Secured Party or any of
their respective representatives, at reasonable times and intervals upon
reasonable notice to the Borrower, to visit each Obligor's offices, to
discuss such Obligor's financial matters with its officers and employees, and
its independent public accountants (and each of the Parent and the Borrower
hereby authorizes such independent public accountant to discuss each
Obligor's financial matters with each Secured Party or their representatives
whether or not any representative of any such Obligor is present) and to
examine (and photocopy extracts from) any of its books and records.  The
Borrower shall pay any fees of such independent public accountant incurred in
connection with any Secured Party's exercise of its rights pursuant to this
Section.

SECTION VII.1.6.  Environmental Law Covenant.  Each of the Parent and
the Borrower will, and will cause each of their respective Subsidiaries to,


(a)  use and operate all of its and their facilities and
properties in compliance with all Environmental Laws, keep all
necessary permits, approvals, certificates, licenses and other
authorizations relating to environmental matters in effect and remain
in compliance therewith, and handle all Hazardous Materials in
compliance with all applicable Environmental Laws, the non-compliance
with which, in any case, could reasonably be expected to have a
Material Adverse Effect; and

(b)  promptly notify the Administrative Agent and provide copies
upon receipt of all written claims, complaints, notices or inquiries
relating to the condition of its facilities and properties in respect
of, or as to compliance with, Environmental Laws (which, singly or in
the aggregate, could reasonably be expected to have a Material Adverse
Effect), and shall promptly resolve any non-compliance with
Environmental Laws and keep its property free of any Lien imposed by
any Environmental Law, which, in either case, could reasonably be
expected to have a Material Adverse Effect.

SECTION VII.1.7.  Use of Proceeds.  The Borrower will apply the
proceeds of the Credit Extensions as follows:

(a)  to repay the Indebtedness identified in Item 7.2.2(b) of the
Disclosure Schedule (including, in connection with the Refinancing, all
Indebtedness outstanding under the terms of the Existing Financing
Agreements);

(b)  to fund Capital Expenditures permitted pursuant to
Section 7.2.7, including the ongoing construction and maintenance
expenses associated with the Borrower's packet switched Internet
protocol communications network;

(c)  for working capital and general corporate purposes of the
Borrower and the Subsidiary Guarantors; and

(d)  to pay reasonable fees and expenses associated with the
Refinancing.


SECTION VII.1.8.  Future Subsidiary Guarantors, Security, etc. The
Borrower and, to the extent applicable, the Parent will, and will cause each
U.S. Subsidiary of the Borrower to, execute any documents, Filing Statements,
agreements and instruments, and take all further action (including filing
Mortgages) that may be required under applicable law, or that the
Administrative Agent may reasonably request, in order to effectuate the
transactions contemplated by the Loan Documents and in order to grant,
preserve, protect and perfect the validity and first priority of the security
interests created or intended to be created by the Loan Documents.  The
Borrower will cause any subsequently acquired or organized U.S. Subsidiary to
execute a Subsidiary Guaranty (or a supplement thereto) and each applicable
Loan Document in favor of the Secured Parties.  In addition, from time to
time, the Borrower will, at its cost and expense, promptly secure the
Obligations by pledging or creating, or causing to be pledged or created,
perfected security interests with respect to such of its and its U.S.
Subsidiaries' assets and properties as the Administrative Agent or the
Required Lenders shall designate, it being understood that it is the intent
of the parties that the Obligations shall be secured by, among other things,
substantially all the assets of the Borrower and its U.S. Subsidiaries
(including real and other properties acquired subsequent to the Effective
Date).  Such Liens will be created under the Loan Documents in form and
substance satisfactory to the Administrative Agent, and the Borrower shall
deliver or cause to be delivered to the Administrative Agent all such
instruments and documents (including legal opinions, title insurance policies
and lien searches) as the Administrative Agent shall reasonably request to
evidence compliance with this Section.

SECTION VII.1.9.  Hedging Obligations.  Within 180 days following the
Closing Date, the Borrower will enter into, and thereafter maintain or cause
to be maintained in effect, interest rate swap, cap, collar or similar
arrangements for a minimum period of three years and otherwise on terms and
conditions reasonably satisfactory to the Arranger and the Administrative
Agent, which arrangements shall at all times effectively limit the amount of
Indebtedness bearing interest at a floating rate to no more than 50% of the
aggregate principal amount of Total Debt outstanding as of any date of
determination.

SECTION VII.2.  Negative Covenants.  Each of the Parent and the
Borrower covenants and agrees with each Secured Party that, until the
Termination Date has occurred, the Parent and the Borrower will, and will
cause their respective Subsidiaries to, perform or cause to be performed the
obligations set forth below.

SECTION VII.2.1.  Business Activities.  The Borrower will not, and will
not permit any of its Subsidiaries to, engage in any business activity except
the ICP Business, servicing customers in business markets for local exchange,
long distance, internet and high-speed data services and other business
activities reasonably incidental thereto.

SECTION VII.2.2.  Indebtedness.  The Parent and the Borrower will not,
and will not permit any of their respective Subsidiaries to, create, incur,
assume or permit to exist any Indebtedness, other than:

(a)  Indebtedness in respect of the Obligations;

(b)  until the Closing Date, Indebtedness that is to be repaid in
full as further identified in Item 7.2.2(b) of the Disclosure Schedule;

(c)  Indebtedness existing as of the Effective Date which is
identified in Item 7.2.2(c) of the Disclosure Schedule, and refinancing
of such Indebtedness in a principal amount not in excess of that which
is outstanding on the Effective Date (as such amount has been reduced
following the Effective Date);

(d)  unsecured Indebtedness in respect of performance, surety or
appeal bonds provided in the ordinary course of business, but excluding
(in each case), Indebtedness incurred through the borrowing of money or
Contingent Liabilities in respect thereof;


(e)  Indebtedness in respect of Capitalized Lease Liabilities;
provided, that the aggregate amount of all Indebtedness outstanding
pursuant to this clause shall not exceed, (x) for that portion of the
2000 Fiscal Year remaining after the Effective Date through (and
including) the last day of the 2001 Fiscal Year, $60,000,000, and
(y) for each Fiscal Year thereafter, the amount set forth below
opposite such Fiscal Year:

	      Fiscal Year     	Capitalized Lease Amount

	2002		$100,000,000
	2003		$125,000,000
	2004		$165,000,000
	2005		$195,000,000
	2006		$205,000,000
	2007		$205,000,000
	2008		$220,000,000;

(f)  (i) in respect of industrial revenue bonds or other similar
governmental or municipal bonds and (ii) evidencing the deferred
purchase price of newly acquired property or incurred to finance the
acquisition of equipment of the Borrower and its Subsidiaries (pursuant
to purchase money mortgages or otherwise, whether owed to the seller or
a third party) used in the ordinary course of business of the Borrower
and its Subsidiaries (provided, that such Indebtedness is incurred
within 60 days of the acquisition of such property), provided that the
aggregate amount of Indebtedness at any time outstanding pursuant to
the foregoing clauses (i) and (ii) shall not exceed $500,000;

(g)  unsecured Indebtedness of any Subsidiary owing to the
Borrower or any other Subsidiary, which Indebtedness shall, if payable
to the Borrower or a U.S. Subsidiary, be evidenced by one or more
promissory notes in form and substance satisfactory to the
Administrative Agent, duly executed and delivered in pledge to the
Administrative Agent pursuant to a Loan Document, and shall not be
forgiven or otherwise discharged for any consideration other than
payment in full or in part in cash (provided, that only the amount
repaid in part shall be discharged);

(h)  unsecured Indebtedness (not evidenced by a note or other
instrument) of the Borrower owing to a Subsidiary that has previously
executed and delivered to the Administrative Agent the Intercompany
Subordination Agreement;

(i)  unsecured Contingent Liabilities of the Borrower and the
Subsidiary Guarantors in respect of the Subordinated Debt of the
Parent, but only if such Contingent Liabilities are subordinated to the
Obligations on substantially the same terms as the Subordinated Debt of
the Parent is subordinated to the Obligations and refinancings of such
Contingent Liabilities which continue to satisfy the terms of the
definition of "Subordinated Debt";


(j)  Indebtedness of a Person existing at the time such Person
became a Subsidiary of the Borrower in an amount not to exceed
$1,000,000, but only to the extent that such Indebtedness was not
created or incurred in contemplation of such Person becoming a
Subsidiary; and

(k)  other Indebtedness of the Borrower and its Subsidiaries in
an aggregate amount at any time outstanding not to exceed $3,000,000;

provided, however, that no Indebtedness otherwise permitted by clause (c),
(e), (f), (j), or (k) shall be assumed, created or otherwise incurred if a
Default has occurred and is then continuing or would result therefrom.

SECTION VII.2.3.  Liens.  The Parent and the Borrower will not, and
will not permit any of their respective Subsidiaries to, create, incur,
assume or permit to exist any Lien upon any of its property (including
Capital Securities of any Person), revenues or assets, whether now owned or
hereafter acquired, except:

(a)  Liens securing payment of the Obligations;

(b)  until the Closing Date, Liens securing payment of
Indebtedness of the type described in clause (b) of Section 7.2.2;

(c)  Liens existing as of the Effective Date and disclosed in
Item 7.2.3(c) of the Disclosure Schedule securing Indebtedness
described in clause (c) of Section 7.2.2, and refinancings of such
Indebtedness; provided, that no such Lien shall encumber any additional
property or assets and the amount of Indebtedness secured by such Lien
is not increased from that existing on the Effective Date (as such
Indebtedness may have been permanently reduced subsequent to the
Effective Date);

(d)  Liens securing Indebtedness of the type permitted under
clauses (e) and (f) of Section 7.2.2; provided, that (i) such Lien is
granted within 90 days after such Indebtedness is incurred, (ii) the
Indebtedness secured thereby does not exceed 100% of the lesser of the
cost or the fair market value of the applicable property, improvements
or equipment at the time of such acquisition (or construction) and
(iii) such Lien secures only the assets that are the subject of the
Indebtedness referred to in such clause;

(e)  Liens securing Indebtedness permitted by clause (i) of
Section 7.2.2; provided, that such Liens existed prior to such Person
becoming a Subsidiary, were not created in anticipation thereof and
attach only to specific tangible assets of such Person (and not assets
of such Person generally);

(f)  Liens in favor of carriers, warehousemen, mechanics,
materialmen and landlords granted in the ordinary course of business
for amounts not overdue or being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books;


(g)  Liens incurred or deposits made in the ordinary course of
business in connection with worker's compensation, unemployment
insurance or other forms of governmental insurance or benefits, or to
secure performance of tenders, statutory obligations, bids, leases or
other similar obligations (other than for borrowed money) entered into
in the ordinary course of business or to secure obligations on surety
and appeal bonds or performance bonds;

(h)  judgment Liens in existence for less than 45 days after the
entry thereof or with respect to which execution has been stayed or the
payment of which is covered in full (subject to a customary deductible)
by insurance maintained with responsible insurance companies and which
do not otherwise result in an Event of Default under Section 8.1.6;

(i)  easements, rights-of-way, zoning restrictions, minor defects
or irregularities in title and other similar encumbrances not
interfering in any material respect with the value or use of the
property to which such Lien is attached;

(j)  Liens for taxes, assessments or other governmental charges
or levies not at the time delinquent or thereafter payable without
penalty or being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books; and

(k)  restrictions on the transfer of any assets of any of the
Consolidated Group imposed by any License or by any Communications Law,
in either case binding on or affecting any such member of the
Consolidated Group.

SECTION VII.2.4.  Financial Condition and Operations.  (a)  During the
period from the Effective Date through (and including) March 31, 2001,
neither the Parent nor the Borrower will permit any of the events set forth
below to occur.

(i)  Maximum Total Debt to ALE Ratio.  Neither the Borrower nor
the Parent will permit the Total Debt to ALE Ratio as of the last day
of any Fiscal Quarter to be greater than $575:1.

(ii)  Minimum ALEs Installed and Billed.  Neither the Borrower
nor the Parent will permit the aggregate number of ALEs installed and
billed as of the last day of any Fiscal Quarter set forth below to be
less than the amount set forth opposite such Fiscal Quarter:



Fiscal Quarter           ALEs

March 31, 2000          260,000

June 30, 2000           300,000

September 30, 2000      350,000

December 31, 2000       390,000

March 31, 2001          430,000

(iii)  Minimum Revenue.  Neither the Borrower nor the Parent will
permit the revenue received by the Consolidated Group as of the last
day of any Fiscal Quarter set forth below to be less than the amount
set forth opposite such Fiscal Quarter:


Fiscal Quarter          Revenue

March 31, 2000       $40,000,000

June 30, 2000        $47,500,000

September 30, 2000    $55,000,000

December 31, 2000     $62,500,000

March 31, 2001         $70,000,000

(iv)  Minimum Consolidated EBITDA.  Neither the Borrower nor the
Parent will permit the Consolidated EBITDA as of the last day of any
Fiscal Quarter set forth below to be less than the amount set forth
opposite such Fiscal Quarter:


Period                Consolidated EBITDA

March 31, 2000         ($5,400,000)

June 30, 2000           ($3,700,000)

September 30, 2000      ($1,600,000)

December 31, 2000        $200,000

March 31, 2001           $5,400,000

provided, however, that, upon the consummation of a Permitted Acquisition,
the amounts set forth in clauses (a)(ii) and (a)(iii) above (for and after
the Fiscal Quarter most recently ended immediately prior to such acquisition)
shall be increased by the aggregate number of ALEs installed and billed (if
any) and the revenue of the Person acquired for such period, as applicable.


(b)  During the period from April 1, 2001 through (and including) the
Stated Maturity Date for Term B Loans, neither the Parent nor the Borrower
will permit any of the events set forth below to occur.

(i)  Maximum Total Leverage Ratio.  Neither the Parent nor the
Borrower will permit the Total Leverage Ratio as of the last day of any
Fiscal Quarter occurring during any period set forth below to be
greater than the ratio set forth opposite such period:


                                                       Total
Period                                          Leverage Ratio

04/01/01 through (and including) 06/30/01          7.75:1

07/01/01 through (and including) 09/30/01          5.75:1

10/01/01 through (and including) 12/31/01          4.75:1

01/01/02 and thereafter                            4.00:1

(ii)  Minimum Pro Forma Debt Service Coverage Ratio.  Neither the
Parent nor the Borrower will permit the Pro Forma Debt Service Coverage
Ratio as of the last day of any Fiscal Quarter occurring during any
period set forth below to be less than the ratio set forth opposite
such period:



Period                                        Pro Forma Debt
                                               Service Coverage Ratio

01/01/02 through (and including) 12/31/02         1.00:1

01/01/03 through (and including) 09/30/03         1.15:1

10/01/03 and thereafter                           2.00:1

(iii)  Minimum Interest Coverage Ratio.  Neither the Parent nor
the Borrower will permit the Interest Coverage Ratio as of the last day
of any Fiscal Quarter occurring during any period set forth below to be
less than the ratio set forth opposite such period:




Period                                            Interest
                                                  Coverage Ratio

04/01/01 through  (and including) 06/30/01         1.40:1

07/01/01 through (and including) 09/30/01           1.90:1

10/01/01 through (and including) 03/31/02           2.25:1

04/01/02 and thereafter                             3.00:1

SECTION VII.2.5.  Investments.  The Parent and the Borrower will not,
and will not permit any of their respective Subsidiaries to, purchase, make,
incur, assume or permit to exist any Investment in any other Person, except:

(a)  Investments existing on the Effective Date and identified in
Item 7.2.5(a) of the Disclosure Schedule;

(b)  Cash Equivalent Investments;

(c)  Investments received in connection with the bankruptcy or
reorganization of, or settlement of delinquent accounts and disputes
with, customers and suppliers, in each case in the ordinary course of
business;

(d)  Investments by way of contributions to capital or purchases
of Capital Securities (i) by the Borrower in any Subsidiaries or by any
Subsidiary in other Subsidiaries or (ii) by any Subsidiary in the
Borrower;

(e)  Investments of the type permitted pursuant to clauses (g)
and (h) of Section 7.2.2;

(f)  Investments constituting (i) accounts receivable arising,
(ii) trade debt granted, or (iii) deposits made in connection with the
purchase price of goods or services, in each case in the ordinary
course of business;

(g)  Investments in respect of Permitted Acquisitions;

(h)  Investments consisting of any deferred portion of the sales
price received by the Borrower or any Subsidiary in connection with any
Disposition permitted under Section 7.2.10; and


(i)  other Investments in an amount not to exceed $2,000,000
during the term of this Agreement;

provided, however, that

(j)  any Investment which when made complies with the
requirements of clauses (a), (b) or (c) of the definition of the term
"Cash Equivalent Investment" may continue to be held notwithstanding
that such Investment if made thereafter would not comply with such
requirements; and

(k)  no Investment otherwise permitted by clauses (d)(i), (g),
(h) or (i) shall be permitted to be made if any Default has occurred
and is continuing or would result therefrom.

SECTION VII.2.6.  Restricted Payments, etc. The Borrower will not, and
will not permit any of its Subsidiaries to, declare or make a Restricted
Payment, or make any deposit for any Restricted Payment, other than
Restricted Payments made by Subsidiaries to the Borrower or wholly-owned
Subsidiaries; provided, however, that, notwithstanding the foregoing, the
Borrower may declare, pay and make Restricted Payments in any Fiscal Year
(commencing with the 2001 Fiscal Year) to the extent the aggregate amount of
such Restricted Payments to be made during such Fiscal Year does not exceed
the amount of the Excess Cash Flow for the immediately preceding Fiscal Year
not otherwise required to be applied to a mandatory prepayment of the Loans
pursuant to clause (g) of Section 3.1.1; provided further, however, that the
Borrower may make any Restricted Payment permitted pursuant to this Section
only so long as

(a)  both before and after giving effect to any such Restricted
Payment, no Default shall have occurred and be continuing; and

(b)  the Borrower shall have delivered to the Administrative
Agent (A) financial statements prepared on a pro forma basis giving
effect to such Restricted Payment for the period of four consecutive
Fiscal Quarters ending with the Fiscal Quarter most recently ended for
which financial statements and the Compliance Certificate relating
thereto have been delivered to the Administrative Agent pursuant to
Section 7.1.1 and (B) a certificate executed by an Authorized Officer
of the Borrower demonstrating that the financial results reflected in
such financial statements would comply with the requirements of
Section 7.2.4 for the Fiscal Quarter in which such Restricted Payment
is to be made.


SECTION VII.2.7.  Capital Expenditures, etc. Subject (in the case of
Capitalized Lease Liabilities) to clause (e) of Section 7.2.2, the Borrower
will not, and will not permit any of its Subsidiaries to, make or commit to
make Capital Expenditures in any Fiscal Year (beginning with the 2001 Fiscal
Year) which in the aggregate do not exceed, (a) for that portion of the 2000
Fiscal Year remaining after the Effective Date through (and including) the
last day of the 2001 Fiscal Year, $90,000,000, and (b) for each Fiscal Year
thereafter, the amount set forth below opposite such Fiscal Year:

		          Capital
	      Fiscal Year     	Expenditure Amount

	2002		$115,000,000
	2003		$150,000,000
	2004		$190,000,000
	2005		$220,000,000
	2006		$220,000,000
	2007		$220,000,000
	2008		$220,000,000;

provided, however, that, to the extent the amount of Capital Expenditures
permitted to be made in any Fiscal Year pursuant to this Section exceeds the
aggregate amount of Capital Expenditures actually made during such Fiscal
Year, such excess amount (up to an aggregate of 50% of the amount of Capital
Expenditures permitted for such Fiscal Year, without giving effect to this
proviso) may be carried forward to (but only to) the next succeeding Fiscal
Year (any such amount to be certified by the Parent to the Administrative
Agent in the Compliance Certificate delivered for the last Fiscal Quarter of
such Fiscal Year, and any such amount carried forward to a succeeding Fiscal
Year shall be deemed to be used prior to the Borrower and its Subsidiaries
using the amount of Capital Expenditures permitted by this Section in such
succeeding Fiscal Year, without giving effect to such carry-forward);
provided further, however, that the amounts set forth in the table above for
each of the remaining Fiscal Years shall each be increased (on a pro rata
basis) by an amount equal to the Net Equity Proceeds not otherwise required
to be applied to a mandatory prepayment of the Loans pursuant to clause (h)
of Section 3.1.1 less the amount of any such Net Equity Proceeds used as
consideration for any Permitted Acquisition permitted pursuant to clause (g)
of Section 7.2.5.

SECTION VII.2.8.  Issuance of Capital Securities.  The Borrower will
not, and will not permit any of its Subsidiaries to,

(a)  issue any Capital Securities (whether for value or
otherwise) to any Person other than, (i) in the case of Subsidiaries,
to the Borrower or another wholly-owned Subsidiary, (ii) in the case of
the Borrower, to the Parent, or

(b)  become liable in respect of any obligation (contingent or
otherwise) to purchase, redeem, retire, acquire or make any other
payment in respect of any Capital Securities of any member of the
Consolidated Group or any option, warrant or other right to acquire any
such Capital Securities.


SECTION VII.2.9.  Consolidation, Merger, etc. The Parent and the
Borrower will not, and will not permit any of their respective Subsidiaries
to, liquidate or dissolve, consolidate with, or merge into or with, any other
Person, or purchase or otherwise acquire all or substantially all of the
assets of any Person (or any division thereof), except

(a)  any Subsidiary may liquidate or dissolve voluntarily into,
and may merge with and into, the Borrower or any other Subsidiary
(provided, however, that a Subsidiary Guarantor may only liquidate or
dissolve into, or merge with and into, the Borrower or another
Subsidiary Guarantor), and the assets or Capital Securities of any
Subsidiary may be purchased or otherwise acquired by the Borrower or
any other Subsidiary (provided, however, that the assets or Capital
Securities of any Subsidiary Guarantor may only be purchased or
otherwise acquired by the Borrower or another Subsidiary Guarantor);
provided further, that in no event shall any Pledged Subsidiary
consolidate with or merge with and into any Subsidiary other than
another Pledged Subsidiary unless after giving effect thereto, the
Administrative Agent shall have a perfected pledge of, and security
interest in and to, at least the same percentage of the issued and
outstanding interests of Capital Securities (on a fully diluted basis)
of the surviving Person as the Administrative Agent had immediately
prior to such merger or consolidation in form and substance
satisfactory to the Administrative Agent and its counsel, pursuant to
such documentation and opinions as shall be necessary in the opinion of
the Administrative Agent to create, perfect or maintain the collateral
position of the Secured Parties therein; and

(b)  so long as no Default has occurred and is continuing or
would occur after giving effect thereto, the Borrower or any of its
Subsidiaries may (to the extent permitted by clause (g) of
Section 7.2.5) purchase all or substantially all of the assets or
Capital Securities of any Person (or any division thereof), or acquire
such Person by merger.

SECTION VII.2.10.  Permitted Dispositions.  The Parent and the Borrower
will not, and will not permit any of their respective Subsidiaries to,
Dispose of any of the Parent's, the Borrower's or such Subsidiaries' assets
(including accounts receivable and Capital Securities of the Borrower and its
Subsidiaries) to any Person in one transaction or a series of transactions
unless:

(a)  such Disposition is of inventory or of obsolete or worn-out
equipment, in each case Disposed of in the ordinary course of its
business;

(b)  such Disposition is permitted by Section 7.2.9; or

(c)  (inclusive of any sales made in accordance with
Section 7.2.15) (i) such Disposition is for not less than the fair
market value of the assets to be Disposed, (ii) the consideration
received by the Parent, the Borrower or such Subsidiary consists of at
least 80% cash, (iii) the Net Disposition Proceeds received from such
Disposition, together with the Net Disposition Proceeds of all other
assets Disposed pursuant to this clause since the Closing Date, does
not exceed (individually or in the aggregate) $10,000,000 during the
term of this Agreement, and (iv) an amount equal to the Net Disposition
Proceeds received from such Disposition are applied in accordance with
clause (f) of Sections 3.1.1.

SECTION VII.2.11.  Amendment of Organic Documents.  The Parent and the
Borrower will not, and will not permit any of their respective Subsidiaries
to, amend, supplement or otherwise modify, or permit, consent or suffer to
occur any amendment, supplement or modification of any terms or provisions
contained in, or applicable to, any Organic Document of any such Person
if the effect thereof is to impair, or is in any manner adverse to, the
rights, interests or obligations of any Secured Party under any Loan
Document.

SECTION VII.2.12.  Modification of Certain Agreements.  The Parent and
the Borrower will not, and will not permit any of their respective
Subsidiaries to, consent to any amendment, supplement, waiver or other
modification of, or enter into any forbearance from exercising any rights
with respect to the terms or provisions contained in any Subordinated Debt
Documents, other than any amendment, supplement, waiver or modification for
which no fee is payable to the holders of the Subordinated Debt and which
(i) extends the date or reduces the amount of any required repayment,
prepayment  or redemption of the principal of such Subordinated Debt,
(ii) reduces the rate or extends the date for payment of the interest,
premium (if any) or fees payable on such Subordinated Debt or (iii) makes the
covenants, events of default or remedies in such Subordinated Debt Documents
less restrictive on the Parent.

SECTION VII.2.13.  Transactions with Affiliates.  The Parent and the
Borrower will not, and will not permit any of their respective Subsidiaries
to, enter into or cause or permit to exist any arrangement, transaction or
contract (including for the purchase, lease or exchange of property or the
rendering of services) with any of their respective Affiliates, unless such
arrangement, transaction or contract (i) is on fair and reasonable terms no
less favorable to the Parent, the Borrower or such Subsidiary than it could
obtain in an arm's-length transaction with a Person that is not an Affiliate
and (ii) is of the kind which would be entered into by a prudent Person in
the position of the Parent, the Borrower or such Subsidiary with a Person
that is not one of its Affiliates.

SECTION VII.2.14.  Restrictive Agreements, etc. The Parent and the
Borrower will not, and will not permit any of their respective Subsidiaries
to, enter into any agreement prohibiting

(a)  the creation or assumption of any Lien upon its properties,
revenues or assets, whether now owned or hereafter acquired;

(b)  the ability of any Obligor to amend or otherwise modify any
Loan Document; or

(c)  the ability of any Subsidiary to make any payments, directly
or indirectly, to the Borrower, including by way of dividends,
advances, repayments of loans, reimbursements of management and other
intercompany charges, expenses and accruals or other returns on
investments.

The foregoing prohibitions shall not apply to restrictions contained (i) in
any Loan Document or (ii) in the case of clause (a), any agreement governing
any Indebtedness permitted by clauses (e) and (f) of Section 7.2.2 as to the
assets financed with the proceeds of such Indebtedness.


SECTION VII.2.15.  Sale and Leaseback.  The Parent and the Borrower
will not, and will not permit any of their respective Subsidiaries to,
directly or indirectly enter into any agreement or arrangement providing for
the sale or transfer by it of any property (now owned or hereafter acquired)
to a Person and the subsequent lease or rental of such property or other
similar property from such Person, except to extent that (a) the aggregate
consideration received by the Parent, the Borrower or any such Subsidiary, as
applicable, in connection with all such agreements and arrangements would not
exceed $2,000,000 in the aggregate during the term of this Agreement and
(b) the provisions of Section 7.2.10 shall have been complied with.

SECTION VII.2.16.  Foreign Subsidiaries.  Notwithstanding any other
provisions of this Agreement to the contrary, the Parent and the Borrower
will not, and will not permit any of their respective Subsidiaries to,
organize or acquire any Foreign Subsidiaries.

SECTION VII.2.17.  No Prepayment of Subordinated Debt. The Parent and
the Borrower will not, and will not permit any of their respective
Subsidiaries to,

(a)  make any payment or prepayment of principal of, or premium
or interest on, any Subordinated Debt (i) other than the stated,
scheduled date for payment of interest set forth in the applicable
Subordinated Debt Documents, or (ii) which would violate the terms of
this Agreement or the applicable Subordinated Debt Documents;

(b)  redeem, retire, purchase, defease or otherwise acquire any
Subordinated Debt; or

(c)  make any deposit (including the payment of amounts into a
sinking fund or other similar fund) for any of the foregoing purposes.

Furthermore, no member of the Consolidated Group will designate any
Indebtedness other than the Obligations as "Designated Senior Debt" (or any
analogous term) in any Subordinated Debt Document.


SECTION VII.2.18.  Activities of the Parent.  Notwithstanding any other
provisions of this Agreement to the contrary, the Parent will not engage in
any business activity other than its continuing ownership of the all of the
Capital Securities of the Borrower and its compliance with (i) the
obligations applicable to it under the Loan Documents and (ii) any applicable
laws, rules, regulations and orders imposed upon it by any applicable
Governmental Authority (including the SEC).  Without limiting the generality
of the immediately preceding sentence, the Parent will not (a) create, incur,
assume or suffer to exist any Indebtedness (other than Indebtedness in
respect of (x) unsecured Subordinated Debt of the Parent to be incurred by
the Parent pursuant to the terms of the Subordinated Debt Documents in a
principal amount not to exceed $150,000,000 (unless the Required Lenders
shall otherwise consent) and refinancings of such Subordinated Debt which
continue to satisfy the terms of the definition of "Subordinated Debt", and
(y) the guaranty contained in Article IX), (b) create, assume, or suffer to
exist any Lien upon, or grant any options or other rights with respect to,
any of its revenues, property or other assets, whether now owned or hereafter
acquired (other than pursuant to the Loan Documents), (c) wind-up, liquidate
or dissolve itself (or suffer to exist any of the foregoing), consolidate or
amalgamate with or merge into or with any other Person, issue stock, or
convey, sell, transfer, lease or otherwise dispose of all or any part of its
assets, in one transaction or a series of transactions, to any Person or
Persons, (d) create, incur, assume or suffer to exist any Investment in any
Person other than as provided in clause (a) of Section 7.2.5 or (e) permit to
be taken any action that would result in a Change in Control.  The Parent
agrees not to commence or cause the commencement of any of the actions
described in clauses (b), (c) or (d) of Section 8.1.9 of this Agreement with
respect to any of its Subsidiaries.


	ARTICLE VIII
	EVENTS OF DEFAULT

SECTION VIII.1.  Listing of Events of Default.  Each of the following
events or occurrences described in this Article shall constitute an "Event of
Default".

SECTION VIII.1.1.  Non-Payment of Obligations.  The Borrower shall
default in the payment or prepayment when due of

(a)  any principal of any Loan, or any Reimbursement Obligation
or any deposit of cash for collateral purposes pursuant to
Section 2.6.4; or

(b)  any interest on any Loan, any fee described in Article III
or any other monetary Obligation, and such default shall continue
unremedied for a period of three days after such amount was due.

SECTION VIII.1.2.  Breach of Warranty.  Any representation or warranty
of any Obligor made or deemed to be made in any Loan Document (including any
certificates delivered pursuant to Article V) is or shall be incorrect when
made or deemed to have been made in any material respect.

SECTION VIII.1.3.  Non-Performance of Certain Covenants and
Obligations.  The Borrower or the Parent, as applicable, shall default in the
due performance or observance of any of its obligations under Section 7.1.1,
Section 7.1.7 or Section 7.2 or any Obligor shall default in the due
performance or observance of its obligations under (i) Article IV of the
Subsidiary Guaranty, (ii) Article IV of a Pledge Agreement.

SECTION VIII.1.4.  Non-Performance of Other Covenants and Obligations.
Any Obligor shall default in the due performance and observance of any
agreement contained in any Loan Document (other than those articles and
sections of the certain Loan Documents specifically enumerated in
Section 8.1.3) executed by it, and such default shall continue unremedied for
a period of 30 days after such Obligor has actual knowledge thereof or notice
thereof shall have been given to the Borrower by the Administrative Agent or
any Lender.

SECTION VIII.1.5.  Default on Other Indebtedness.  A default shall
occur in the payment of any amount when due (subject to any applicable grace
period), whether by acceleration or otherwise, of any principal or stated
amount of, or interest or fees on, any Indebtedness (other than Indebtedness
described in Section 8.1.1) of any member of the Consolidated Group or any
other Obligor having a principal or stated amount, individually or in the
aggregate, in excess of $2,000,000, or a default shall occur in the
performance or observance of any obligation or condition with respect to such
Indebtedness if the effect of such default is to accelerate the maturity of
any such Indebtedness or such default shall continue unremedied for any
applicable period of time sufficient to permit the holder or holders of such
Indebtedness, or any trustee or agent for such holders, to cause or declare
such Indebtedness to become due and payable or to require such Indebtedness
to be prepaid, redeemed, purchased or defeased, or require an offer to
purchase or defease such Indebtedness to be made, prior to its expressed
maturity.

SECTION VIII.1.6.  Judgments.  Any judgment or order for the payment of
money individually or in the aggregate in excess of $2,000,000 (exclusive of
any amounts fully covered by insurance (less any applicable deductible) and
as to which the insurer has acknowledged its responsibility to cover such
judgment or order) shall be rendered against the any member of the
Consolidated Group or any other Obligor and such judgment shall not have been
vacated or discharged or stayed or bonded pending appeal within 30 days after
the entry thereof or enforcement proceedings shall have been commenced by any
creditor upon such judgment or order.

SECTION VIII.1.7.  Pension Plans.  Any of the following events shall
occur with respect to any Pension Plan

(a)  the institution of any steps by the Borrower, any member of
its Controlled Group or any other Person to terminate a Pension Plan
if, as a result of such termination, the Borrower or any such member
could be required to make a contribution to such Pension Plan, or could
reasonably expect to incur a liability or obligation to such Pension
Plan, in excess of $1,000,000; or

(b)  a contribution failure occurs with respect to any Pension
Plan sufficient to give rise to a Lien under section 302(f) of ERISA.

SECTION VIII.1.8.  Change in Control.  Any Change in Control shall
occur.

SECTION VIII.1.9.  Bankruptcy, Insolvency, etc. Any member of the
Consolidated Group or any other Obligor shall

(a)  become insolvent or generally fail to pay, or admit in
writing its inability or unwillingness generally to pay, debts as they
become due;


(b)  apply for, consent to, or acquiesce in the appointment of a
trustee, receiver, sequestrator or other custodian for any substantial
part of the property of any thereof, or make a general assignment for
the benefit of creditors;

(c)  in the absence of such application, consent or acquiescence
in or permit or suffer to exist the appointment of a trustee, receiver,
sequestrator or other custodian for a substantial part of the property
of any thereof, and such trustee, receiver, sequestrator or other
custodian shall not be discharged within 60 days; provided, that the
Borrower, each Subsidiary and each other Obligor hereby expressly
authorizes each Secured Party to appear in any court conducting any
relevant proceeding during such 60-day period to preserve, protect and
defend their rights under the Loan Documents;

(d)  permit or suffer to exist the commencement of any
bankruptcy, reorganization, debt arrangement or other case or
proceeding under any bankruptcy or insolvency law or any dissolution,
winding up or liquidation proceeding, in respect thereof, and, if any
such case or proceeding is not commenced by the Borrower, any
Subsidiary or any Obligor, such case or proceeding shall be consented
to or acquiesced in by the Borrower, such Subsidiary or such Obligor,
as the case may be, or shall result in the entry of an order for relief
or shall remain for 60 days undismissed; provided, that the Borrower,
each Subsidiary and each Obligor hereby expressly authorizes each
Secured Party to appear in any court conducting any such case or
proceeding during such 60-day period to preserve, protect and defend
their rights under the Loan Documents; or

(e)  take any action authorizing, or in furtherance of, any of
the foregoing.

SECTION VIII.1.10.  Impairment of Security, etc. Any Loan Document or
any Lien granted thereunder shall (except in accordance with its terms), in
whole or in part, terminate, cease to be effective or cease to be the legally
valid, binding and enforceable obligation of any Obligor party thereto; any
Obligor or any other party shall, directly or indirectly, contest in any
manner such effectiveness, validity, binding nature or enforceability; or,
except as permitted under any Loan Document, any Lien securing any Obligation
shall, in whole or in part, cease to be a perfected first priority Lien.

SECTION VIII.1.11.  Failure of Subordination. Unless otherwise waived
or consented to by the Administrative Agent, the Lenders and the Issuers in
writing, the subordination provisions relating to any Subordinated Debt (the
"Subordination Provisions") shall fail to be enforceable by the
Administrative Agent, the Lenders and the Issuers in accordance with the
terms thereof, or the monetary Obligations shall fail to constitute "Senior
Indebtedness" (or similar term) referring to the Obligations; or any member
of the Consolidated Group shall, directly or indirectly, disavow or contest
in any manner (i) the effectiveness, validity or enforceability of any of the
Subordination Provisions, (ii) that the Subordination Provisions exist for
the benefit of the Administrative Agent, the Lenders and the Issuers or
(iii) that all payments of principal of or premium and interest on the
Subordinated Debt, or realized from the liquidation of any property of any
Obligor, shall be subject to any of such Subordination Provisions.

SECTION VIII.1.12.  Loss of Material License. Any member of the
Consolidated Group shall lose or have terminated or expired a material
License.

SECTION VIII.1.13.  Regulations, etc. Any federal, state, provincial or
local statute, regulation or ordinance or judicial or administrative decision
or order having a material effect or relating to the operation of the Network
Facilities and the conduct of their ICP Business by the Borrower and its
Subsidiaries (including any statues, decisions or orders affecting long
distance telecommunication resellers generally and not directed against the
Borrower or any of its Subsidiaries specifically) have been issued or adopted
(or have been proposed) and which could reasonably be expected to have a
Material Adverse Effect.

SECTION VIII.2.  Action if Bankruptcy.  If any Event of Default
described in clauses (a) through (d) of Section 8.1.9 with respect to the
Borrower shall occur, the Commitments (if not theretofore terminated) shall
automatically terminate and the outstanding principal amount of all
outstanding Loans and all other Obligations (including Reimbursement
Obligations) shall automatically be and become immediately due and payable,
without notice or demand to any Person and each Obligor shall automatically
and immediately be obligated to Cash Collateralize all Letter of Credit
Outstandings.

SECTION VIII.3.  Action if Other Event of Default.  (a) If any Event of
Default (other than any Event of Default described in clauses (a) through (d)
of Section 8.1.9 with respect to the Borrower) shall occur for any reason,
whether voluntary or involuntary, and be continuing, the Administrative
Agent, upon the direction of the Required Lenders, shall by notice to the
Borrower declare all or any portion of the outstanding principal amount of
the Loans and other Obligations (including Reimbursement Obligations) to be
due and payable and/or the Commitments (if not theretofore terminated) to be
terminated, whereupon the full unpaid amount of such Loans and other
Obligations which shall be so declared due and payable shall be and become
immediately due and payable, without further notice, demand or presentment,
and/or, as the case may be, the Commitments shall terminate and the Borrower
shall automatically and immediately be obligated to Cash Collateralize all
Letter of Credit Outstandings.


(b)  Without limiting the generality of the foregoing or limiting in
any way the rights of the Secured Parties under any Loan Document or
otherwise under applicable law, at any time after the occurrence, and during
the continuance, of any Event of Default arising under clause (a) of
Section 8.1.1, or anytime after the acceleration of the Loans, the
Administrative Agent, at the direction of the Required Lenders, shall be
entitled to apply for and have a receiver or receiver and manager appointed
under state or Federal law of the United States by a court of competent
jurisdiction in any action taken by any of the Secured Parties to enforce
their rights and remedies hereunder and under any Loan Document in order to
manage, protect, preserve, sell and otherwise dispose of all or any portion
of the Collateral and continue the operation of the businesses of the
Borrower and its Subsidiaries, and to collect all revenues and profits
thereof and apply the same to the payment of all expenses and other charges
of such receivership, including the compensation of the receiver, and to the
payment of the Obligations as aforesaid until a sale or other disposition of
such Collateral shall be finally made and consummated.  Each of the Parent
and the Borrower (for itself and, with all due authority, each of its
Subsidiaries) hereby irrevocably consents to and waives any right to object
to or otherwise contest the appointment of a receiver as provided above.
Each of the Parent and the Borrower (for itself and, with all due authority,
each of its Subsidiaries) grants such waiver and consent knowingly after
having discussed the implications thereof with counsel, acknowledges that the
uncontested right to have a receiver appointed for the foregoing purposes is
considered essential by the Secured Parties in connection with the
enforcement of their rights and remedies hereunder and under any Loan
Document, and the availability of such appointment as a remedy under the
foregoing circumstances was a material factor in inducing the Secured Parties
to make (and commit to make) the Credit Extensions to the Borrower; and
agrees to enter into any and all stipulations in any legal actions, or
agreements or other instruments in connection with the foregoing and to
cooperate fully with the Secured Parties in connection with the assumption
and exercise of control by the receiver over all or any portion of the
Collateral.


	ARTICLE IX
	GUARANTY

SECTION IX.1.  Guaranty.  The Parent hereby absolutely, unconditionally
and irrevocably

(a)  guarantees the full and punctual payment when due, whether
at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise, of all Obligations of each Obligor now or
hereafter existing, whether for principal, interest (including interest
accruing at the then applicable rate provided in this Agreement after
the occurrence of any Default set forth in Section 8.1.9, whether or
not a claim for post-filing or post-petition interest is allowed under
applicable law following the institution of a proceeding under
bankruptcy, insolvency or similar laws), fees, Reimbursement
Obligations, expenses or otherwise (including all such amounts which
would become due but for the operation of the automatic stay under
Section 362(a) of the United States Bankruptcy Code, 11 U.S.C. 362(a),
and the operation of Sections 502(b) and 506(b) of the United States
Bankruptcy Code, 11 U.S.C. 502(b) and 506(b)); and

(b)  indemnifies and holds harmless each Secured Party for any
and all costs and expenses (including reasonable attorneys' fees and
expenses) incurred by such Secured Party in enforcing any rights
hereunder;

This obligations of the Parent pursuant to this Article (the "Guarantee
Obligations") constitute a guaranty of payment when due and not of
collection, and the Parent specifically agrees that it shall not be necessary
or required that any Secured Party exercise any right, assert any claim or
demand or enforce any remedy whatsoever against any Obligor or any other
Person before or as a condition to the obligations of the Parent hereunder.


SECTION IX.2.  Reinstatement, etc.  The Parent hereby agrees that the
Guarantee Obligations shall continue to be effective or be reinstated, as the
case may be, if at any time any payment (in whole or in part) of any of the
Obligations is invalidated, declared to be fraudulent or preferential, set
aside, rescinded or must otherwise be restored by any Secured Party,
including upon the occurrence of any Default set forth in Section 8.1.9 or
otherwise, all as though such payment had not been made.

SECTION IX.3.  Acceleration of Guaranty.  The Parent agrees that, in
the event of the dissolution or insolvency of any Obligor (including the
Parent), or the inability or failure of any Obligor (including the Parent) to
pay debts as they become due, or an assignment by any Obligor (including the
Parent) for the benefit of creditors, or the commencement of any case or
proceeding in respect of any Obligor (including the Parent) under any
bankruptcy, insolvency or similar laws, and if such event shall occur at a
time when any of the Obligations of each Obligor (including the Parent) may
not then be due and payable, the Parent agrees that it will pay to the
Secured Parties forthwith the full amount which would be payable hereunder by
the Parent if all such Obligations were then due and payable.

SECTION IX.4.  Setoff.  The Parent hereby irrevocably authorizes each
Secured Party, without the requirement that any notice be given to the Parent
(such notice being expressly waived by the Parent), upon the occurrence and
during the continuance of any Default described in Section 8.1.9 or, with the
consent of the Required Lenders, upon the occurrence and during the
continuance of any other Event of Default, to setoff and appropriate and
apply to the payment of the Obligations (whether or not then due, and whether
or not any Secured Party has made any demand for payment of the Obligations),
any and all balances, claims, credits, deposits (general or special, time or
demand, provisional or final), accounts or money of the Parent then or
thereafter maintained with such Secured Party (but only to the extent of any
amounts constituting proceeds of Collateral received by the Parent at any
time after the occurrence and during the continuance of any Default described
in Section 8.1.9  or upon the occurrence and during the continuance of any
other Event of Default); provided, however, that any such appropriation and
application shall be subject to the provisions of Section 4.8.  Each Secured
Party agrees to notify the Parent and the Administrative Agent after any such
setoff and application made by such Secured Party; provided, however, that
the failure to give such notice shall not affect the validity of such setoff
and application.  The rights of each Secured Party under this Section are in
addition to other rights and remedies (including other rights of setoff under
applicable law or otherwise) which such Secured Party may have.

SECTION IX.5.  Waiver, etc.  The Parent hereby waives promptness,
diligence, notice of acceptance and any other notice with respect to any of
the Obligations and the Guarantee Obligations and any requirement that any
Secured Party exhaust any right or take any action against any Obligor or any
other Person (including any other guarantor) or entity or any collateral
securing the Obligations, as the case may be.

SECTION IX.6.  Guaranty Absolute.  All rights of the Administrative
Agent and the benefits granted to the Administrative Agent hereunder, and all
obligations of the Parent hereunder, shall be absolute and unconditional,
irrespective of:


(a)  any lack of validity or enforceability of any Loan Document;

(b)  the failure of any Secured Party (i) to assert any claim or
demand or to enforce any right or remedy against any Obligor or any
other Person (including any other guarantor) under the provisions of
any Loan Document or otherwise, or (ii) to exercise any right or remedy
against any guarantor of, or collateral securing, any Obligations;

(c)  any change in the time, manner or place of payment of, or in
any other term of, all or any part of the Obligations, or any other
extension, compromise or renewal of any Obligations;

(d)  any reduction, limitation, impairment or termination of any
Obligations for any reason, including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to (and
the Parent hereby waives any right to or claim of) any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of
the invalidity, illegality, irregularity, compromise, unenforceability
of, or any other event or occurrence affecting, any Obligations or
otherwise;

(e)  any amendment to, rescission, waiver, or other modification
of, or any consent to departure from, any of the terms of any Loan
Document;

(f)  any addition, exchange or release or of any collateral
(including the Collateral) or any Person that is (or will become) a
guarantor of the Obligations, or any surrender or non-perfection of any
collateral, or any amendment to or waiver or release of or addition to,
or consent to departure from, any guaranty, held by any Secured Party
securing any of the Obligations; or

(g)  any other circumstances which might otherwise constitute a
defense available to, or a legal or equitable discharge of any Obligor,
any surety or any guarantor.


SECTION IX.7.  Postponement of Subrogation, etc.  The Parent hereby
agrees that it will not exercise any rights which it may acquire by reason of
any payment made under this Article, whether by way of subrogation,
reimbursement or otherwise, until the Termination Date.  Any amount paid to
the Parent on account of any payment made under this Article prior to the
Termination Date shall be held in trust for the benefit of the Secured
Parties and shall immediately be paid to the Secured Parties and credited and
applied against the Obligations, whether matured or unmatured, in accordance
with the terms of this Agreement; provided, however, that if the Parent has
made payment to the Secured Parties of all or any part of the Obligations,
and the Termination Date has occurred, then at the Parent's request, the
Administrative Agent (on behalf of the Secured Parties) will, at the expense
of the Parent, execute and deliver to the Parent appropriate documents
(without recourse and without representation or warranty) necessary to
evidence the transfer by subrogation to the Parent of an interest in the
Obligations resulting from such payment.  In furtherance of the foregoing, at
all times prior to the Termination Date, the Parent shall refrain from taking
any action or commencing any proceeding against any Obligor (or its
successors or assigns, whether in connection with a bankruptcy proceeding or
otherwise) to recover any amounts in respect of payments made hereunder to
any Secured Party.


	ARTICLE X
	AGENCY

SECTION X.1.  Actions.  Each Lender hereby appoints TD as its
Administrative Agent under and for purposes of each Loan Document.  Each
Lender authorizes the Administrative Agent to act on behalf of such Lender
under each Loan Document and, in the absence of other written instructions
from the Required Lenders received from time to time by the Administrative
Agent (with respect to which the Administrative Agent agrees that it will
comply, except as otherwise provided in this Section or as otherwise advised
by counsel in order to avoid  contravention of applicable law), to exercise
such powers hereunder and thereunder as are specifically delegated to or
required of the Administrative Agent by the terms hereof and thereof,
together with such powers as may be reasonably incidental thereto.  Each
Lender hereby indemnifies (which indemnity shall survive any termination of
this Agreement) the Administrative Agent and the Arranger, pro rata according
to such Lender's proportionate Total Exposure Amount (which, for any period
after the Stated Maturity Date, shall mean the Total Exposure Amount on the
Stated Maturity Date), from and against any and all liabilities, obligations,
losses, damages, claims, costs or expenses of any kind or nature whatsoever
which may at any time be imposed on, incurred by, or asserted against, the
Administrative Agent or the Arranger, as the case may be, in any way relating
to or arising out of any Loan Document, including reasonable attorneys' fees,
and as to which the Administrative Agent or the Arranger, as the case may be,
is not reimbursed by the Borrower; provided, however, that no Lender shall be
liable for the payment of any portion of such liabilities, obligations,
losses, damages, claims, costs or expenses which are determined by a court of
competent jurisdiction in a final proceeding to have resulted from the
Administrative Agent's or the Arranger's gross negligence or wilful
misconduct.  The Administrative Agent shall not be required to take any
action under any Loan Document, or to prosecute or defend any suit in respect
of any Loan Document, unless it is indemnified hereunder to its satisfaction.
If any indemnity in favor of the Administrative Agent shall be or become, in
the Administrative Agent's determination, inadequate, the Administrative
Agent may call for additional indemnification from the Lenders and cease to
do the acts indemnified against hereunder until such additional indemnity is
given.


SECTION X.2.  Funding Reliance, etc. Unless the Administrative Agent
shall have been notified in writing by any Lender by 5:00 p.m. on the
Business Day prior to a Borrowing that such Lender will not make available
the amount  which would constitute its Percentage of such Borrowing on the
date specified therefor, the Administrative Agent may assume that such Lender
has made such amount available to the Administrative Agent and, in reliance
upon such assumption, make available to the Borrower a corresponding amount.
If and to the extent that such Lender shall not have made such amount
available to the Administrative Agent, such Lender and the Borrower severally
agree to repay the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the
date the Administrative Agent made such amount available to the Borrower to
the date such amount is repaid to the Administrative Agent, at the interest
rate applicable at the time to Loans comprising such Borrowing (in the case
of the Borrower) and (in the case of a Lender), at the Federal Funds Rate
(for the first two Business Days after which such amount has not been repaid,
and thereafter at the interest rate applicable to Loans comprising such
Borrowing.

SECTION X.3.  Exculpation.  Neither the Administrative Agent, the
Arranger nor any of their respective directors, officers, employees or agents
shall be liable to any Lender for any action taken or omitted to be taken by
it under any Loan Document, or in connection herewith or therewith, except
for its own wilful misconduct or gross negligence, nor responsible for any
recitals or warranties herein or therein, nor for the effectiveness,
enforceability, validity or due execution of any Loan Document, nor for the
creation, perfection or priority of any Liens purported to be created by any
of the Loan Documents, or the validity, genuineness, enforceability,
existence, value or sufficiency of any collateral security, nor to make any
inquiry respecting the performance by any Obligor of its Obligations.  Any
such inquiry which may be made by the Administrative Agent shall not obligate
it to make any further inquiry or to take any action.  The Administrative
Agent shall be entitled to rely upon advice of counsel concerning legal
matters and upon any notice, consent, certificate, statement or writing which
the Administrative Agent believe to be genuine and to have been presented by
a proper Person.


SECTION X.4.  Successor.  The Administrative Agent may resign as such
at any time upon at least 30 days' prior notice to the Borrower and all
Lenders.  If the Administrative Agent at any time shall resign, the Required
Lenders may appoint another Lender as a successor Administrative Agent which
shall thereupon become the Administrative Agent hereunder.  If no successor
Administrative Agent shall have been so appointed by the Required Lenders,
and shall have accepted such appointment, within 30 days after the retiring
Administrative Agent's giving notice of resignation, then the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be one of the Lenders or a commercial
banking institution organized under the laws of the U.S. (or any State
thereof) or a U.S. branch or agency of a commercial banking institution, and
having a combined capital and surplus of at least $500,000,000; provided,
however, that if, the retiring Administrative Agent is unable to find a
commercial banking institution which is willing to accept such appointment
and which meets the qualifications set forth in above, the retiring
Administrative Agent's resignation shall nevertheless thereupon become
effective and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor as provided for above.  Upon the acceptance of
any appointment as the Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall be entitled
to receive from the retiring Administrative Agent such documents of transfer
and assignment as such successor Administrative Agent may reasonably request,
and shall thereupon succeed to and become vested with all rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
under the Loan Documents.  After any retiring Administrative Agent's
resignation hereunder as the Administrative Agent, the provisions of this
Article shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Administrative Agent under the Loan Documents,
and Section 11.3 and Section 11.4 shall continue to inure to its benefit.

SECTION X.5.  Loans by TD.  TD shall have the same rights and powers
with respect to the (a) Loans made by it or any of its Affiliates, and
(b) the Notes held by it or any of its Affiliates as any other Lender and may
exercise the same as if it were not an Agent.  TD and its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with the Borrower or any Subsidiary or Affiliate of the Borrower as
if TD were not an Agent hereunder.

SECTION X.6.  Credit Decisions.  Each Lender acknowledges that it has,
independently of the Administrative Agent and each other Lender, and based on
such Lender's review of the financial information of the Borrower, the Loan
Documents (the terms and provisions of which being satisfactory to such
Lender) and such other documents, information and investigations as such
Lender has deemed appropriate, made its own credit decision to extend its
Commitments.  Each Lender also acknowledges that it will, independently of
the Administrative Agent and each other Lender, and based on such other
documents, information and investigations as it shall deem appropriate at any
time, continue to make its own credit decisions as to exercising or not
exercising from time to time any rights and privileges available to it under
the Loan Documents.

SECTION X.7.  Copies, etc. The Administrative Agent shall give prompt
notice to each Lender of each notice or request required to be given to the
Administrative Agent by the Borrower or the Parent pursuant to the terms of
the Loan Documents (unless concurrently delivered to the Lenders by the
Borrower or the Parent).  The Administrative Agent will distribute to each
Lender each document or instrument received from the Borrower for
distribution to the Lenders by the Administrative Agent in accordance with
the terms of the Loan Documents.


SECTION X.8.  Reliance by Administrative Agent.  The Administrative
Agent shall be entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telecopy, telegram or
cable) believed by it to be genuine and correct and to have been signed or
sent by or on behalf of the proper Person, and upon advice and statements of
legal counsel, independent accountants and other experts selected by the
Administrative Agent.  As to any matters not expressly provided for by the
Loan Documents, the Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder or thereunder in
accordance with instructions given by the Required Lenders or all of the
Lenders as is required in such circumstance, and such instructions of such
Lenders and any action taken or failure to act pursuant thereto shall be
binding on all Secured Parties.  For purposes of applying amounts in
accordance with this Section, the Administrative Agent shall be entitled to
rely upon any Secured Party that has entered into a Rate Protection Agreement
with any Obligor for a determination (which such Secured Party agrees to
provide or cause to be provided upon request of the Administrative Agent) of
the outstanding Obligations owed to such Secured Party under any Rate
Protection Agreement.  Unless they have actual knowledge evidenced by way of
written notice from any such Secured Party and the Borrower to the contrary,
the Administrative Agent, in acting in such capacity under the Loan
Documents, shall be entitled to assume that no Rate Protection Agreements or
Obligations in respect thereof are in existence or outstanding between any
Secured Party and any Obligor.

SECTION X.9.  Defaults.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of a Default unless the
Administrative Agent has received a written notice from a Lender or the
Borrower specifying such Default and stating that such notice is a "Notice of
Default".  In the event that the Administrative Agent receives such a notice
of the occurrence of a Default, the Administrative Agent shall give prompt
notice thereof to the Lenders.  The Administrative Agent shall (subject to
Section 11.1) take such action with respect to such Default as shall be
directed by the Required Lenders; provided, that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default as it shall deem advisable
in the best interest of the Lenders except to the extent that this Agreement
expressly requires that such action be taken, or not be taken, only with the
consent or upon the authorization of the Required Lenders or all Lenders.


	ARTICLE XI
	MISCELLANEOUS PROVISIONS

SECTION XI.1.  Waivers, Amendments, etc. The provisions of each Loan
Document may from time to time be amended, modified or waived, if such
amendment, modification or waiver is in writing and consented to by the
Borrower, the Parent and the Required Lenders; provided, however, that no
such amendment, modification or waiver shall:

(a)  modify this Section without the consent of all Lenders;

(b)  increase the aggregate amount of any Credit Extensions
required to be made by a Lender pursuant to its Commitments, extend the
final Commitment Termination Date of Credit Extensions made (or
participated in) by a Lender or extend the final Stated Maturity Date
for any Lender's Loan, in each case without the consent of such Lender
(it being agreed, however, that any vote to rescind any acceleration
made pursuant to Section 8.2 and Section 8.3 of amounts owing with
respect to the Loans and other Obligations shall only require the vote
of the Required Lenders);

(c)  reduce the principal amount of or rate of interest on any
Lender's Loan, reduce any fees described in Article III payable to any
Lender or extend the date on which interest or fees are payable in
respect of such Lender's Loans, in each case without the consent of
such Lender;


(d)   amend, modify or waive the provisions of clause (e), (f),
(g) or (h) of Section 3.1.1 or clause (b) of Section 3.1.2, in any case
in such a manner as to adversely affect the rights of the Lenders
participating in any particular Tranche differently from the rights of
Lenders participating in any other Tranche without the consent of the
Lenders holding more than 50% of the aggregate amount of Loans
outstanding under the Tranche or Tranches adversely affected by such
amendment, modification or waiver;

(e)  reduce the amount or extend the date of any mandatory
Commitment reductions otherwise required pursuant to Section 2.2.2, in
each case without the consent of all Lenders;

(f)  reduce the percentage set forth in the definition of
"Required Lenders", or modify any requirement hereunder that any
particular action be taken by all Lenders without the consent of all
Lenders;

(g)  increase the Stated Amount of any Letter of Credit unless
consented to by the Issuer of such Letter of Credit;

(h)  except as otherwise expressly provided in a Loan Document,
release (i) the Borrower from its Obligations under the Loan Documents,
the Parent from its obligations under this Agreement or the Parent
Pledge Agreement, or any Subsidiary Guarantor from its obligations
under the Subsidiary Guaranty or (ii) all or substantially all of the
collateral under the Loan Documents, in each case without the consent
of all Lenders; or

(i)  affect adversely the interests, rights or obligations of the
Administrative Agent (in its capacity as the Administrative Agent) or
any Issuer (in its capacity as Issuer), unless consented to by the
Administrative Agent or such Issuer, as the case may be.

No failure or delay on the part of any Secured Party in exercising any power
or right under any Loan Document shall operate as a waiver thereof, nor shall
any single or partial exercise of any such power or right preclude any other
or further exercise thereof or the exercise of any other power or right.  No
notice to or demand on any Obligor in any case shall entitle it to any notice
or demand in similar or other circumstances.  All rights and remedies
provided for in this Agreement are cumulative, and not exclusive of rights
and remedies provided by law.  No waiver or approval by any Secured Party
under any Loan Document shall, except as may be otherwise stated in such
waiver or approval, be applicable to subsequent transactions.  No waiver or
approval hereunder shall require any similar or dissimilar waiver or approval
thereafter to be granted hereunder.


SECTION XI.2.  Notices; Time.  All notices and other communications
provided under each Loan Document shall be in writing or by facsimile and
addressed, delivered or transmitted, if to the Borrower or the Administrative
Agent, at its address or facsimile number set forth on Schedule II hereto,
and if to a Lender or Issuer to the applicable Person at its address or
facsimile number set forth on Schedule II hereto or set forth in the Lender
Assignment Agreement, or at such other address or facsimile number as may be
designated by such party in a notice to the other parties.  Any notice, if
mailed and properly addressed with postage prepaid or if properly addressed
and sent by pre-paid courier service, shall be deemed given when received;
any notice, if transmitted by facsimile, shall be deemed given when the
confirmation of transmission thereof is received by the transmitter.  Unless
otherwise indicated, all references to the time of a day in a Loan Document
shall refer to New York time.

SECTION XI.3.  Payment of Costs and Expenses.  The Borrower agrees to
pay on demand all expenses of the Administrative Agent (including the
reasonable fees, out-of-pocket expenses and other charges of Mayer, Brown &
Platt, counsel to the Administrative Agent and of local counsel, if any, who
may be retained by or on behalf of the Administrative Agent) in connection
with

(a)  the negotiation, preparation, execution and delivery and
ongoing administration of each Loan Document, including schedules and
exhibits, and any amendments, waivers, consents, supplements or other
modifications to any Loan Document and any legal advice in connection
with any of the foregoing as may from time to time hereafter be
required, whether or not the transactions contemplated hereby are
consummated; and

(b)  the filing or recording of any Loan Document (including the
Filing Statements) and all amendments, supplements, amendment and
restatements and other modifications to any thereof, searches made
following the Effective Date in jurisdictions where Filing Statements
(or other documents evidencing Liens in favor of the Secured Parties)
have been recorded and any and all other documents or instruments of
further assurance required to be filed or recorded by the terms of any
Loan Document; and

(c)  the preparation and review of the form of any document or
instrument relevant to any Loan Document; and

(d)  the periodic review (at reasonable times and intervals) of
the Collateral (including any audits of the same); and

(e)  the syndication of the Commitments and Loans.

Furthermore, the Borrower agrees to pay, and to save each Secured Party
harmless from all liability for, any stamp or other taxes which may be
payable in connection with the execution or delivery of each Loan Document,
the Credit Extensions or the issuance of the Notes.  The Borrower also agrees
to reimburse each Secured Party upon demand for all reasonable out-of-pocket
expenses (including reasonable attorneys' fees and legal expenses of counsel
to each Secured Party) incurred by such Secured Party in connection with
(x) the negotiation of any restructuring or "work-out" with the Borrower,
whether or not consummated, of any Obligations and (y) the enforcement of any
Obligations (including the Obligations of the Parent under Article IX).  The
Borrower further agrees to reimburse the Administrative Agent upon demand for
all other administrative, audit and monitoring expenses incurred after the
occurrence of an Event of Default in connection with the Loan Documents.

SECTION XI.4.  Indemnification.  In consideration of the execution and
delivery of this Agreement by each Secured Party, the Borrower hereby
indemnifies, exonerates and holds each Secured Party and each of their
respective officers, directors, employees and agents (collectively, the
"Indemnified Parties") free and harmless from and against any and all
actions, causes of action, suits, losses, costs, liabilities and damages, and
expenses incurred in connection therewith (irrespective of whether any such
Indemnified Party is a party to the action for which indemnification
hereunder is sought), including reasonable attorneys' fees and disbursements,
whether incurred in connection with actions between or among the parties
hereto or the parties hereto and third parties (collectively, the
"Indemnified Liabilities"), incurred by the Indemnified Parties or any of
them as a result of, or arising out of, or relating to

(a)  any transaction financed or to be financed in whole or in
part, directly or indirectly, with the proceeds of any Credit
Extension, including all Indemnified Liabilities arising in connection
with the Refinancing;

(b)  the entering into and performance of any Loan Document by
any of the Indemnified Parties (including any action brought by or on
behalf of the Borrower as the result of any determination by the
Required Lenders pursuant to Article V not to fund any Credit
Extension, provided that any such action is resolved in favor of such
Indemnified Party);

(c)  any investigation, litigation or proceeding related to any
acquisition or proposed acquisition by any Obligor or any Subsidiary
thereof of all or any portion of the Capital Securities or assets of
any Person, whether or not an Indemnified Party is party thereto;

(d)  any investigation, litigation or proceeding related to any
environmental cleanup, audit, compliance or other matter relating to
the protection of the environment or the Release by any Obligor or any
Subsidiary thereof of any Hazardous Material;

(e)  the presence on or under, or the escape, seepage, leakage,
spillage, discharge, emission, discharging or releases from, any real
property owned or operated by any Obligor or any Subsidiary thereof of
any Hazardous Material (including any losses, liabilities, damages,
injuries, costs, expenses or claims asserted or arising under any
Environmental Law), regardless of whether caused by, or within the
control of, such Obligor or Subsidiary; or

(f)  each Lender's Environmental Liability (the indemnification
herein shall survive repayment of the Obligations and any transfer of
the property of any Obligor or its Subsidiaries by foreclosure or by a
deed in lieu of foreclosure for any Lender's Environmental Liability,
regardless of whether caused by, or within the control of, such Obligor
or such Subsidiary);


except for Indemnified Liabilities arising for the account of a particular
Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or wilful misconduct.  Each Obligor and its successors and assigns
hereby waive, release and agree not to make any claim or bring any cost
recovery action against, any Indemnified Party under CERCLA or any state
equivalent, or any similar law now existing or hereafter enacted.  It is
expressly understood and agreed that to the extent that any Indemnified Party
is strictly liable under any Environmental Laws, each Obligor's obligation to
such Indemnified Party under this indemnity shall likewise be without regard
to fault on the part of any Obligor with respect to the violation or
condition which results in liability of an Indemnified Party.  If and to the
extent that the foregoing undertaking may be unenforceable for any reason,
each Obligor agrees to make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law.

SECTION XI.5.  Survival.  The obligations of the Borrower under
Sections 4.3, 4.4, 4.5, 4.6, 11.3 and 11.4, and the obligations of the
Lenders under Section 10.1, shall in each case survive any assignment from
one Lender to another (in the case of Sections 11.3 and 11.4) and the
occurrence of the Termination Date.  The representations and warranties made
by each Obligor in each Loan Document shall survive the execution and
delivery of such Loan Document.

SECTION XI.6.  Severability.  Any provision of any Loan Document which
is prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
of such Loan Document or affecting the validity or enforceability of such
provision in any other jurisdiction.

SECTION XI.7.  Headings.  The various headings of each Loan Document
are inserted for convenience only and shall not affect the meaning or
interpretation of such Loan Document or any provisions thereof.

SECTION XI.8.  Execution in Counterparts, Effectiveness, etc. This
Agreement may be executed by the parties hereto in several counterparts, each
of which shall be an original and all of which shall constitute together but
one and the same agreement.  This Agreement shall become effective when
counterparts hereof executed on behalf of the Parent, the Borrower, the
Administrative Agent and each Lender (or notice thereof satisfactory to the
Administrative Agent), shall have been received by the Administrative Agent.


SECTION XI.9.  Governing Law; Entire Agreement.  EACH LOAN DOCUMENT
(OTHER THAN THE LETTERS OF CREDIT, TO THE EXTENT SPECIFIED BELOW AND EXCEPT
AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL EACH BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).  EACH LETTER OF CREDIT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES
DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO LAWS OR RULES ARE DESIGNATED,
THE INTERNATIONAL STANDBY PRACTICES (ISP98--INTERNATIONAL CHAMBER OF COMMERCE
PUBLICATION NUMBER 590 (THE "ISP RULES")) AND, AS TO MATTERS NOT GOVERNED BY
THE ISP RULES, THE INTERNAL LAWS OF THE STATE OF NEW YORK.  The Loan
Documents constitute the entire understanding among the parties hereto with
respect to the subject matter thereof and supersede any prior agreements,
written or oral, with respect thereto, except for the second and third
paragraphs of the Commitment Letter, which paragraphs shall expressly survive
execution and delivery of this Agreement and shall continue to be effective
in accordance with the terms thereof.

SECTION XI.10.  Successors and Assigns.  This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns; provided, however, that the Borrower may
not assign or transfer its rights or obligations hereunder without the
consent of all Lenders.

SECTION XI.11.  Sale and Transfer of Credit Extensions; Participations
in Credit Extensions; Notes.  Each Lender may assign, or sell participations
in, its Loans, Letters of Credit and Commitments to one or more other Persons
in accordance with this the terms set forth below.

SECTION XI.11.1.  Assignments.  Any Lender, pursuant to a Lender
Assignment Agreement,

(a)  with the consent of the Borrower and the Administrative
Agent (which consents shall not be unreasonably delayed or withheld and
which consent, in the case of the Borrower, shall not be required
during the continuation of an Event of Default) may at any time assign
and delegate to one or more Eligible Assignees; and

(b)  upon notice to the Borrower and the Administrative Agent,
upon the Administrative Agent's acknowledgment on a Lender Assignment
Agreement, may assign and delegate to any of its Affiliates or to any
other Lender;


(each Person described in either of the foregoing clauses as being (x) the
Person who is making such assignment and delegation, being hereinafter
referred to as an "Assignor Lender" and (y) the Person to whom such
assignment and delegation is to be made, being hereinafter referred to as an
"Assignee Lender"), all or any fraction of such Lender's Loans, Letter of
Credit Outstandings and Commitments in a minimum aggregate amount of (i)
$5,000,000, in the case of such Lender's Revolving Loans (together with
Letter of Credit Outstandings), Term A Loans and applicable Commitments, (ii)
$1,000,000, in the case of such Lender's Term B Loans and applicable
Commitment or (iii) in any case, if less, the entire remaining amount of such
Lender's Loans, Letter of Credit Outstandings and Commitments.  Each Obligor
and the Administrative Agent shall be entitled to continue to deal solely and
directly with a Lender in connection with the interests so assigned and
delegated to an Assignee Lender until

(c)  notice of such assignment and delegation, together with
(i) payment instructions, (ii) the Internal Revenue Service forms or
other statements contemplated or required to be delivered pursuant to
Section 4.6, if applicable, and (iii) addresses and related information
with respect to such Assignee Lender, shall have been delivered to the
Borrower and the Administrative Agent by such Assignor Lender and such
Assignee Lender;

(d)  such Assignee Lender shall have executed and delivered to
the Borrower and the Administrative Agent a Lender Assignment
Agreement, accepted by the Administrative Agent; and

(e)  the processing fees described below shall have been paid.


From and after the date that the Administrative Agent accepts such Lender
Assignment Agreement and such assignment is registered with Register pursuant
to clause (b) of Section 2.7, (x) the Assignee Lender thereunder shall be
deemed automatically to have become a party hereto and to the extent that
rights and obligations hereunder have been assigned and delegated to such
Assignee Lender in connection with such Lender Assignment Agreement, shall
have the rights and obligations of a Lender under the Loan Documents, and
(y) the Assignor Lender, to the extent that rights and obligations hereunder
have been assigned and delegated by it in connection with such Lender
Assignment Agreement, shall be released from its obligations hereunder and
under the other Loan Documents.  Within five Business Days after its receipt
of notice that the Administrative Agent has received and accepted an executed
Lender Assignment Agreement (and if requested by the Assignee Lender), but
subject to clause (c), the Borrower shall execute and deliver to the
Administrative Agent (for delivery to the relevant Assignee Lender) a new
Note evidencing such Assignee Lender's assigned Loans and Commitments and, if
the Assignor Lender has retained Loans and Commitments hereunder (and if
requested by such Lender), a replacement Note in the principal amount of the
Loans and Commitments retained by the Assignor Lender hereunder (such Note to
be in exchange for, but not in payment of, the Note then held by such
Assignor Lender).  Each such Note shall be dated the date of the predecessor
Note.  The Assignor Lender shall mark each predecessor Note "exchanged" and
deliver each of them to the Borrower.  Accrued interest on that part of each
predecessor Note evidenced by a new Note, and accrued fees, shall be paid as
provided in the Lender Assignment Agreement.  Accrued interest on that part
of each predecessor Note evidenced by a replacement Note shall be paid to the
Assignor Lender.  Accrued interest and accrued fees shall be paid at the same
time or times provided in the predecessor Note and in this Agreement.  Such
Assignor Lender or such Assignee Lender must also pay a processing fee in the
amount of $3,500 to the Administrative Agent upon delivery of any Lender
Assignment Agreement; provided, that no such processing fee shall be required
in connection with any such assignment and delegation (i) by a Lender to its
Affiliate or to a Related Fund, (ii) by a Lender to a Federal Reserve Bank
(or, if such Lender is an investment fund, to the trustee under the indenture
to which such fund is a party in support of its obligations to such trustee)
or (iii) if the non-payment of the processing fee is otherwise consented to
by the Administrative Agent.  Any attempted assignment and delegation not
made in accordance with this Section shall be null and void.  Notwithstanding
anything to the contrary set forth above, any Lender may (without requesting
the consent of the Borrower or the Administrative Agent) pledge its Loans to
a Federal Reserve Bank in support of borrowings made by such Lender from such
Federal Reserve Bank.

SECTION XI.11.2.  Participations.  Any Lender may sell to one or more
commercial banks or other Persons (each of such commercial banks and other
Persons being herein called a "Participant") participating interests in any
of the Loans, Commitments or other interests of such Lender hereunder;
provided, however, that

(a)  no participation contemplated in this Section shall relieve
such Lender from its Commitments or its other obligations under any
Loan Document;

(b)  such Lender shall remain solely responsible for the
performance of its Commitments and such other obligations;

(c)  each Obligor and the Administrative Agent shall continue to
deal solely and directly with such Lender in connection with such
Lender's rights and obligations under each Loan Document;

(d)  no Participant, unless such Participant is an Affiliate of
such Lender or is itself a Lender, shall be entitled to require such
Lender to take or refrain from taking any action under any Loan
Document, except that such Lender may agree with any Participant that
such Lender will not, without such Participant's consent, take any
actions of the type described in clauses (a), (b), (c), or (f) of
Section 11.1 with respect to Obligations participated in by such
Participant;

(e)  the Borrower shall not be required to pay any amount under
this Agreement that is greater than the amount which it would have been
required to pay had no participating interest been sold;

(f)  such Lender shall, as agent of the Borrower solely for the
purpose of this Section, record in book entries maintained by such
Lender the name of its Participants and the amount such Participant's
are entitled to receive in respect of any participating interests sold
pursuant to this Section; and

(g)  such participating interests shall be in a minimum aggregate
amount of (i) $5,000,000, in the case of such Lender's Revolving Loans
(together with Letter of Credit Outstandings), Term A Loans and
applicable Commitments, (ii) $1,000,000, in the case of such Lender's
Term B Loans and applicable Commitment or (iii) in any case, if less,
the entire remaining amount of such Lender's Loans, Letter of Credit
Outstandings and Commitments.

The Borrower acknowledges and agrees that each Participant, for purposes of
Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 7.1.1, 11.3 and 11.4, shall be
considered a Lender.  Each Participant shall only be indemnified for
increased costs pursuant to Section 4.3, 4.5 or 4.6 if and to the extent that
the Lender which sold such participating interest to such Participant
concurrently is entitled to make, and does make, a claim on the Borrower for
such increased costs.  Any Lender that sells a participating interest in any
Loan, Commitment or other interest to a Participant under this Section shall
indemnify and hold harmless the Borrower and the Administrative Agent from
and against any taxes, penalties, interest or other costs or losses
(including reasonable attorneys' fees and expenses) incurred or payable by
the Borrower or the Administrative Agent as a result of the failure of the
Borrower or the Administrative Agent to comply with its obligations to deduct
or withhold any Taxes from any payments made pursuant to this Agreement to
such Lender or the Administrative Agent, as the case may be, which Taxes
would not have been incurred or payable if such Participant had been a
Non-U.S. Lender that was entitled to deliver to the Borrower, the
Administrative Agent or such Lender, and did in fact so deliver, a duly
completed and valid Form W-8BEN or W-8ECI (or applicable successor form)
entitling such Participant to receive payments under this Agreement without
deduction or withholding of any United States federal taxes.

SECTION XI.12.  Other Transactions.  Nothing contained herein shall
preclude the Administrative Agent, any Issuer or any other Lender from
engaging in any transaction, in addition to those contemplated by the Loan
Documents, with the Borrower or any of its Affiliates in which the Borrower
or such Affiliate is not restricted hereby from engaging with any other
Person.

SECTION XI.13.  Availability of Loans.  Notwithstanding any other
provisions of this Agreement to the contrary, (i) on the Closing Date,
$100,000,000 in an aggregate principal amount of Loans (consisting of
$75,000,000 of Term B Loans and up to $25,000,000 of Revolving Loans) shall
be made available to the Borrower, and (ii) following the Closing Date and at
such time as the Parent shall have received at least $75,000,000 in the
aggregate of Net Equity Proceeds and shall have made a cash equity
contribution of such Net Equity Proceeds to the Borrower, $50,000,000 of the
Term A Loan Commitment Amount shall be made available to the Borrower.
Following the events set forth in clauses (i) and (ii), all or certain
portions of the remaining Revolving Loan Commitment Amount and Term A Loan
Commitment Amount shall be made available to the Borrower but only up to an
amount such that, after giving effect to the syndication of a sufficient
amount of the Total Exposure Amount to other Lenders, TDSI and/or certain of
its Affiliates has no more than $40,000,000 of the Total Exposure Amount.


SECTION XI.14.  Forum Selection and Consent to Jurisdiction.  ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY
LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE
LENDERS, ANY ISSUER, THE PARENT OR THE BORROWER IN CONNECTION HEREWITH OR
THEREWITH MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF
NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S
OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND.  EACH OF THE PARENT AND THE BORROWER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR
NOTICES SPECIFIED IN SECTION 11.2.  EACH OF THE PARENT AND THE BORROWER
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF
VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND
ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
TO THE EXTENT THAT EITHER THE PARENT OR THE BORROWER HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT
IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY,
SUCH PERSON HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW
SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

SECTION XI.15.  Waiver of Jury Trial.  THE ADMINISTRATIVE AGENT, EACH
LENDER, EACH ISSUER, THE PARENT AND THE BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW
ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, SUCH LENDER, SUCH
ISSUER, THE PARENT OR THE BORROWER IN CONNECTION THEREWITH.  EACH OF THE
PARENT AND THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH
OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH ISSUER
ENTERING INTO THE LOAN DOCUMENTS.

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


CTC COMMUNICATIONS CORP.
By:________________________________
_
      Title:

CTC COMMUNICATIONS GROUP, INC.

By:________________________________
_
      Title:

TORONTO DOMINION (TEXAS), INC.,
  as the Administrative Agent

By:________________________________
_
      Title:

TORONTO DOMINION (TEXAS), INC.,
  as Lender


By:________________________________
_
      Title:

                                  SCHEDULE I


	DISCLOSURE SCHEDULE TO CREDIT AGREEMENT


ITEM 6.6.	Material Adverse Change.


ITEM 6.7.	Litigation.


ITEM 6.8.	Existing Subsidiaries.


ITEM 6.11.	Employee Benefit Plans.


ITEM 6.12.	Environmental Matters.


ITEM 6.15.	Interconnection Agreements.


ITEM 6.16.	Licenses.


ITEM 7.2.2(b)             Indebtedness to be Paid.

CREDITOR	OUTSTANDING PRINCIPAL AMOUNT



ITEM 7.2.3(c)	Ongoing Liens.


ITEM 7.2.5(a)	Ongoing Investments.

SCHEDULE II

PERCENTAGES AND
ADMINISTRATIVE INFORMATION


Borrower:
CTC Communications Corp.
220 Bear Hill Road
Waltham, Massachusetts 02451
Facsimile No.: (781) 890-1613
Attn: Mr. John Pittenger

Parent:
CTC Communications Group, Inc.
220 Bear Hill Road
Waltham, Massachusetts 02451
Facsimile No.: (781) 890-1613
Attn: Mr. John Pittenger

Administrative Agent:
Toronto Dominion (Texas), Inc.
909 Fannin Street, Suite 1700
Houston, Texas 77010
Facsimile No.: (713) 951-9921
Attn: Mr. Jeffrey Lents

Lender Name      Revolving Loan      Term A Loan    Term B Loan
                 Commitment          Commitment       Commitment
                Percentages         Percentages      Percentages
Toronto Dominion     100%             100%             100%
(Texas), Inc.

Domestic Office and LIBOR Office:
Toronto Dominion (Texas), Inc.
909 Fannin Street, Suite 1700
Houston, Texas 77010
Facsimile No.: (713) 951-9921
Attn: Mr. Jeffrey Lents

	TABLE OF CONTENTS
Section	Page

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.1.	Defined Terms	1
1.2.	Use of Defined Terms	32
1.3.	Cross-References	32
1.4.	Accounting and Financial Determinations	32

ARTICLE II
COMMITMENTS, BORROWING AND ISSUANCEPROCEDURES, NOTES AND LETTERS OF
CREDIT
2.1.	Commitments	33
2.1.1.	Revolving Loan Commitment	33
2.1.2.	Letter of Credit Commitment	33
2.1.3.	Term Loan Commitments	34
2.2.	Reduction of the Commitment Amounts	34
2.2.1.	Optional	34
2.2.2.	Mandatory	34
2.3.	Borrowing Procedure	36
2.4.	Continuation and Conversion Elections	36
2.5.	Funding	37
2.6.	Issuance Procedures	37
2.6.1.	Other Lenders' Participation	37
2.6.2.	Disbursements	38
2.6.3.	Reimbursement	38
2.6.4.	Deemed Disbursements	38
2.6.5.	Nature of Reimbursement Obligations	39
2.7.	Register; Notes	40

ARTICLE III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
3.1.	Repayments and Prepayments; Application	41
3.1.1.	Repayments and Prepayments	41
3.1.2.	Application	44
3.2.	Interest Provisions	45
3.2.1.	Rates	45
3.2.2.	Post-Default Rates	45
3.2.3.	Payment Dates	45
3.3.	Fees	46
3.3.1.	Commitment Fee	46
3.3.2.	Administrative Agent's Fee	46
3.3.3.	Letter of Credit Fees	46

ARTICLE IV
CERTAIN LIBO RATE AND OTHER PROVISIONS
4.1.	LIBO Rate Lending Unlawful	47
4.2.	Deposits Unavailable	47
4.3.	Increased LIBO Rate Loan Costs, etc.	47
4.4.	Funding Losses	48
4.5.	Increased Capital Costs	48
4.6.	Taxes	49
4.7.	Payments, Computations, etc.	51
4.8.	Sharing of Payments	51
4.9.	Setoff	52

ARTICLE V
CONDITIONS TO CREDIT EXTENSIONS
5.1.	Initial Credit Extension	53
5.1.1.	Resolutions, etc.	53
5.1.2.	Delivery of Notes	53
5.1.3.	Subsidiary Guaranty	53
5.1.4.	Pledge Agreements	53
5.1.5.	Intellectual Property	55
5.1.6.	Closing Date Certificate	55
5.1.7.	Solvency, etc.	55
5.1.8.	Opinions of Counsel	55
5.1.9.	Financial Information	55
5.1.10.	Filing Agent, etc.	56
5.1.11.	Insurance	56
5.1.12.	Necessary Authorizations	56
5.1.13.	Payment of Outstanding Indebtedness, etc.	56
5.1.14.	Financing Arrangements	57
5.1.15.	Closing Fees, Expenses, etc.	57
5.2.	All Credit Extensions	57
5.2.1.	Compliance with Warranties, No Default, etc.	57
5.2.2.	Credit Extension Request, etc.	57
5.2.3.	Satisfactory Legal Form	57

ARTICLE VI
REPRESENTATIONS AND WARRANTIES
6.1.	Organization, etc.	58
6.2.	Due Authorization, Non-Contravention, etc.	58
6.3.	Government Approval, Regulation, etc.	58
6.4.	Validity, etc.	59
6.5.	Financial Information	59
6.6.	No Material Adverse Change	60
6.7.	Litigation, Labor Controversies, etc.	60
6.8.	Subsidiaries	60
6.9.	Ownership of Properties	60
6.10.	Taxes	60
6.11.	Pension and Welfare Plans	61
6.12.	Environmental Warranties	61
6.13.	Accuracy of Information	62
6.14.	Regulations U and X	62
6.15.	Communications Regulatory Matters	63
6.16.	Licenses	63
6.17.	Year 2000	64

ARTICLE VII
COVENANTS
7.1.	Affirmative Covenants	64
7.1.1.	Financial Information, Reports, Notices, etc.	64
7.1.2.	Maintenance of Existence; Compliance with Laws, etc.	66
7.1.3.	Maintenance of Properties	66
7.1.4.	Insurance	67
7.1.5.	Books and Records	67
7.1.6.	Environmental Law Covenant	67
7.1.7.	Use of Proceeds	68
7.1.8.	Future Subsidiary Guarantors, Security, etc.	68
7.1.9.	Hedging Obligations	69
7.2.	Negative Covenants	69
7.2.1.	Business Activities	69
7.2.2.	Indebtedness	69
7.2.3.	Liens	71
7.2.4.	Financial Condition and Operations	72
7.2.5.	Investments	75
7.2.6.	Restricted Payments, etc.	76
7.2.7.	Capital Expenditures, etc.	77
7.2.8.	Issuance of Capital Securities	78
7.2.9.	Consolidation, Merger, etc.	78
7.2.10.	Permitted Dispositions	79
7.2.11.	Amendment of Organic Documents	79
7.2.12.	Modification of Certain Agreements	79
7.2.13.	Transactions with Affiliates	79
7.2.14.	Restrictive Agreements, etc.	80
7.2.15.	Sale and Leaseback	80
7.2.16.	Foreign Subsidiaries	80
7.2.17.	No Prepayment of Subordinated Debt	80
7.2.18.	Activities of the Parent	81

ARTICLE VIII
EVENTS OF DEFAULT
8.1.	Listing of Events of Default	81
8.1.1.	Non-Payment of Obligations	81
8.1.2.	Breach of Warranty	82
8.1.3.	Non-Performance of Certain Covenants and Obligations	82
8.1.4.	Non-Performance of Other Covenants and Obligations	82
8.1.5.	Default on Other Indebtedness	82
8.1.6.	Judgments	82
8.1.7.	Pension Plans	83
8.1.8.	Change in Control	83
8.1.9.	Bankruptcy, Insolvency, etc.	83
8.1.10.	Impairment of Security, etc.	84
8.1.11.	Failure of Subordination.	84
8.1.12.	Loss of Material License.	84
8.1.13.	Regulations, etc.	84
8.2.	Action if Bankruptcy	84
8.3.	Action if Other Event of Default	85

ARTICLE IX
GUARANTY
9.1.	Guaranty	86
9.2.	Reinstatement, etc	86
9.3.	Acceleration of Guaranty	86
9.4.	Setoff	87
9.5.	Waiver, etc	87
9.6.	Guaranty Absolute	87
9.7.	Postponement of Subrogation, etc	88

ARTICLE X
AGENCY
10.1.	Actions	89
10.2.	Funding Reliance, etc.	89
10.3.	Exculpation	90
10.4.	Successor	90
10.5.	Loans by TD	91
10.6.	Credit Decisions	91
10.7.	Copies, etc.	91
10.8.	Reliance by Administrative Agent	91
10.9.	Defaults	92

ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1.	Waivers, Amendments, etc.	92
11.2.	Notices; Time	93
11.3.	Payment of Costs and Expenses	94
11.4.	Indemnification	95
11.5.	Survival	96
11.6.	Severability	96
11.7.	Headings	96
11.8.	Execution in Counterparts, Effectiveness, etc.	96
11.9.	Governing Law; Entire Agreement	97
11.10.	Successors and Assigns	97
11.11.	Sale and Transfer of Credit Extensions; Participations in
Credit Extensions; Notes	97
11.11.1.	Assignments	97
11.11.2.	Participations	99
11.12.	Other Transactions	100
11.13.	Availability of Loans	101
11.14.	Forum Selection and Consent to Jurisdiction	101
11.15.	Waiver of Jury Trial	102


SCHEDULE I	-	Disclosure Schedule to Credit Agreement
SCHEDULE II-	Percentages; LIBOR Office; Domestic Office
EXHIBIT A-1	- 	Form of Revolving Note
EXHIBIT A-2	-	Form of Term A Note
EXHIBIT A-3	-	Form of Term B Note
EXHIBIT B-1	-	Form of Borrowing Request
EXHIBIT B-2	-	Form of Issuance Request
EXHIBIT C	-	Form of Continuation/Conversion Notice
EXHIBIT D	-	Form of Closing Date Certificate
EXHIBIT E	-	Form of Compliance Certificate
EXHIBIT F	-	Form of Subsidiary Guaranty
EXHIBIT G-1	-	Form of Parent Pledge Agreement
EXHIBIT G-2	-	Form of Borrower Pledge and Security Agreement
EXHIBIT G-3	-	Form of Subsidiary Pledge and Security Agreement
EXHIBIT H	-	Form of Intercompany Subordination Agreement
EXHIBIT I	-	Form of Lender Assignment Agreement