<Page>

                           RHYTHMS NETCONNECTIONS INC.

                                   TERM SHEET

         This term sheet (this "TERM SHEET"), dated as of August 1, 2001
summarizes the general terms and conditions of a restructuring or an orderly
wind-down and distribution of proceeds of Rhythms NetConnections Inc.
("RHYTHMS," and together with its direct and indirect subsidiaries, the
"COMPANY") as agreed to by and among the Company, J.W. Braukman, Steve Stringer
(solely with respect to the treatment of their respective employment agreements
as described herein), and certain holders (the "NOTEHOLDERS") of the 12-3/4%
Senior Notes due 2009, the 13-1/2% Senior Discount Notes due 2008, and the 14%
Senior Notes due 2010 (collectively, the "NOTES"), all issued by Rhythms.

RESTRUCTURING PROCESS

     -   FILING DATE AND VOTING AGREEMENTS: The Company shall file petitions
         under chapter 11 of Title 11 of the United States Code, 11 U.S.C.
         Sections 101-1330 (as amended, the "BANKRUPTCY CODE") commencing
         reorganization cases (the "CHAPTER 11 CASES") on August 1, 2001 (the
         "FILING DATE") in the United States Bankruptcy Court for the Southern
         District of New York (the "BANKRUPTCY COURT"), PROVIDED THAT on or
         before the Filing Date, the Company shall have received executed voting
         agreements (the "VOTING AGREEMENT") from Noteholders holding or
         managing at least 60% (the "FILING MAJORITY") of the Notes (those
         Noteholders executing the Voting Agreement being referred to as the
         "CONSENTING NOTEHOLDERS"), which Voting Agreement shall be reasonably
         satisfactory in form and substance to the Company and the Consenting
         Noteholders; PROVIDED, HOWEVER, that the Company may commence the
         Chapter 11 Cases with less than the Filing Majority.

     -   FIRST-DAY ORDERS: On the Filing Date, the Company shall file, among
         other customary "first-day" motions (collectively, the "FIRST DAY
         MOTIONS"), a motion pursuant to sections 105 and 363 (the "SALE
         MOTION," and together with the First Day Motions, the "MOTIONS") of the
         Bankruptcy Code seeking the entry of an order establishing procedures
         for receiving bids for (i) an investment necessary to accomplish a
         stand-alone reorganization of the Company (a "REORGANIZATION BID"),
         (ii) a sale of the Company or all or substantially all of the assets of
         the Company (a "GOING CONCERN ASSETS BID") or (iii) a sale of select
         assets of the Company (a "SELECT ASSETS BID," and together with any
         Reorganization Bids and Going Concern Assets Bids, the "BIDS"). The
         Sale Motion shall set forth the procedure for bidding on the assets of
         the Company and may provide for appropriate bidding incentives such as
         customary break-up fees. If the form and substance of the First Day
         Motions are reasonably acceptable to the Consenting Noteholders, the
         Consenting Noteholders will support the entry of customary first-day
         orders authorizing such actions as the payment of prepetition wages,
         and enjoining the Company's utilities from discontinuing service and
         other similar

<Page>

         actions. The Company has provided copies of the Motions set forth on
         Exhibit D and the motion to assume the employment agreements of
         Messrs. Stringer and Braukman to the advisors for the Consenting
         Noteholders and such advisors have not objected to the form and
         substance thereof.

     -   AUCTION: The Company shall conduct an auction for consideration of the
         Bids (the "AUCTION") on the date (the "BID DATE") that is no later than
         forty-five (45) days from the Filing Date or on such later date as
         agreed to in writing by the Company and Consenting Noteholders holding
         a majority of the outstanding principal amount of the Notes held or
         managed by the Consenting Noteholders (a "COMMITTEE MAJORITY").

     -   TERMINATION NOTICE: If Noteholders holding or managing at least 66-2/3%
         of the Notes shall have executed the Voting Agreement, the Company
         shall provide the required 31-day advance notice of termination of
         service to its customers (the "SERVICE TERMINATION NOTICE") on or
         before August 10, 2001. In the event the Company provides the Service
         Termination Notice on or before August 10, 2001, accepts a Select
         Assets Bid, and otherwise complies with the provisions of this Term
         Sheet and the Voting Agreement, then the Company's equity holders will
         receive pursuant to a confirmed plan of reorganization or plan of
         liquidation (collectively, the "PLAN") the proceed allocations as
         calculated on Schedule B annexed hereto and as more fully described
         below; PROVIDED, HOWEVER, that if the Company fails to provide the
         Service Termination Notice to its customers on or before August 10,
         2001, revokes or otherwise withdraws or amends the Service Termination
         Notice, then the Voting Agreement and this Term Sheet shall
         automatically terminate and the provisions thereof and hereof shall be
         deemed null and void.

     -   Notwithstanding the foregoing, in the event the Company accepts a
         Reorganization Bid or a Going Concern Assets Bid that is not acceptable
         to a Committee Majority, then the Voting Agreement and this Term Sheet
         shall automatically terminate and the provisions thereof and hereof
         shall be deemed null and void.

     -   REDUCTION OF CASH BURN RATE: The Company will have reduced its cash
         burn rate to $1 million per day by July 1, 2001 and will further reduce
         its burn rate in accordance with the schedule set forth on Schedule A
         (the "CASH BURN SCHEDULE"), unless the terms of a bid acceptable to the
         Company and the Committee Majority require otherwise.

     -   TERMINATION EVENTS: "Noteholders' Termination Event", wherever used
         herein, means any of the following events (whatever the reason for
         such Noteholders' Termination Event and whether it will be voluntary
         or involuntary):

                  a.  the Company does not commence the Chapter 11 Cases on the
                      Filing


                                       2
<Page>

                      Date;

                  b.  the Company does not send the required Service Termination
                      Notice on or before August 10, 2001;

                  c.  the Company amends, withdraws or revokes the Service
                      Termination Notice or such notice is declared void or
                      ineffective

                  d.  the Company does not reduce its daily cash burn rate in
                      accordance with the time periods and amounts set forth on
                      the Cash Burn Schedule;

                  e.  the Company does not conclude the Auction and select the
                      winning bid(s) on or before September 14, 2001;

                  f.  the Company accepts or moves for approval of a
                      Reorganization Bid or Going Concern Assets Bid that is not
                      acceptable to a Committee Majority.

                  g.  the Company does not obtain Bankruptcy Court approval of
                      the successful bid(s) on or before September 21, 2001;

                  h.  the Company does not obtain Bankruptcy Court approval of a
                      disclosure statement (the "DISCLOSURE STATEMENT") for the
                      Plan on or before October 25, 2001;

                  i. the Bankruptcy Court does not confirm the Plan on or before
                     November 26, 2001;

                  j.  the Company does not commence distributions under the Plan
                      to the bondholder class on or before December 10, 2001;

                  k.  a trustee or examiner with enlarged powers shall have been
                      appointed under section 1104 or 105 of the Bankruptcy Code
                      for service in the Chapter 11 Cases;

                  l.  the Chapter 11 Cases shall have been converted to cases
                      under chapter 7 of the Bankruptcy Code;

                  m.  the Company shall have materially breached any provision
                      of the Voting Agreement or this Term Sheet, including, but
                      not limited to, ceasing to use its commercially reasonable
                      best efforts to obtain approval of the Disclosure
                      Statement and confirmation of the Plan;

                  n.  the Plan provides or is modified to provide for any terms
                      that are


                                       3
<Page>

                      materially adverse to or materially inconsistent with the
                      terms set forth in this Term Sheet, it being understood
                      that any improvement in the distribution to holders of the
                      Notes under the Plan shall not be deemed to be materially
                      adverse;

                  o.  after filing the Plan, the Company (i) submits a second or
                      amended plan of reorganization/liquidation that does not
                      incorporate all the terms and provisions of this Term
                      Sheet or (ii) moves to withdraw or withdraws the Plan;

                  p.  a transaction other than the structure contemplated by
                      this Term Sheet is approved by the Bankruptcy Court; and

                  q.  the Bankruptcy Court or any other court of competent
                      jurisdiction or governmental agency or body grants relief
                      that is materially inconsistent with this Term Sheet,
                      including, without limitation, a motion to vacate or
                      modify the automatic stay to seize or dissipate $2.5
                      million (exclusive of the Escrowed Funds (as defined
                      below) in unencumbered cash or cash equivalents of the
                      Company.

The foregoing Noteholders' Termination Events are intended solely for the
benefit of the Consenting Noteholders. Except as provided in the immediately
succeeding paragraph, all provisions of this Term Sheet, the Voting Agreement,
and the Restricted Period (as defined in section 5.02 of the Voting Agreement)
shall terminate automatically without the act of any Party upon the occurrence
of any of the Noteholders' Termination Events unless the occurrence of such
Noteholders' Termination Event is waived in writing within three (3) days of its
occurrence by a Committee Majority. If any Noteholders' Termination Event occurs
(and has not been waived) or the Company terminates this Term Sheet or the
Voting Agreement after the occurrence of a Company Termination Event at a time
when approval of the Bankruptcy Court shall be required for a Consenting
Noteholder to change or withdraw (or cause to be changed or withdrawn) its votes
to accept the Plan, the Company shall not oppose any attempt by such Consenting
Noteholder to change or withdraw (or cause to be changed or withdrawn) such
votes at such time. Except as with respect to a Survival Event (as defined
below) or unless such Noteholders' Termination Event is waived in accordance
with the terms hereof, upon the occurrence of a Noteholders' Termination Event
or a termination of this Term Sheet or the Voting Agreement by the Company after
the occurrence of a Company Termination Event, each of the Consenting
Noteholders shall have all rights and remedies available to it under the
Indentures, other documents relating to the Notes, as the case may be,
applicable law, or otherwise, with respect to any default under the Indentures
that may have occurred at any time prior to such event and which default has not
been waived or otherwise cured.

If the transactions contemplated by this Term Sheet and the Voting Agreement are
not consummated solely because the Plan does not satisfy the requirements of
section


                                       4
<Page>

1129(a) of the Bankruptcy Code, the Parties shall have the benefits of the
provisions of this Term Sheet other than the proceeds allocation provisions as
described herein as contemplated in Schedule B hereto, and such benefits shall
survive the termination of this Term Sheet and the Voting Agreement (such events
being "SURVIVAL EVENTS").

The Company shall, and shall cause each of its wholly owned subsidiaries at all
times to immediately advise the Consenting Noteholders of any breach of the
Voting Agreement or this Term Sheet by or on behalf of the Company or of the
occurrence of any Noteholders' Termination Event.

The waiver in writing by a Committee Majority of any condition hereunder or of
the occurrence of any Noteholders' Termination Event shall not relieve any other
Party of any liability or obligation with respect to any covenant or agreement
set forth in this Term Sheet or the Voting Agreement.

Notwithstanding anything to the contrary contained in this Term Sheet or the
Voting Agreement, to the extent that (i) a Consenting Noteholder is an
investment advisor or manager (the "ADVISOR") of a discretionary account (an
"ACCOUNT") that holds Notes and (ii) the owner of an Account directs the Advisor
to liquidate, transfer, or dispose of the Account or any securities contained
therein or to take any action that is inconsistent with this Term Sheet, this
Term Sheet and the Voting Agreement shall be deemed automatically terminated
with respect to such Account without any further action of any party and the
Advisor shall notify the Company in writing within three (3) days of such
occurrence; PROVIDED, HOWEVER, that, with respect to any transferee of the Notes
under this paragraph, the Advisor shall use its commercially reasonable best
efforts to obtain such transferee's agreement to assume all obligations of the
transferor hereunder. Notwithstanding anything to the contrary contained in this
Term Sheet or the Voting Agreement, a Consenting Noteholder may terminate the
Term Sheet and the Voting Agreement with respect to such Consenting Noteholder
if the fiduciary duties of such Consenting Noteholder, as reasonably determined
by such holder, to any investor, holder or beneficial owner of the Notes shall
require termination of the Term Sheet or Voting Agreement to support another
transaction that may enhance value for such investor, holder or beneficial
owner; PROVIDED, HOWEVER, that such transaction shall not include a liquidation
or wind-down transaction that does not incorporate a proceeds allocation for the
benefit of equity holders as contemplated in this Term Sheet.

Upon the occurrence of any Noteholders' Termination Event (unless such
Noteholders' Termination Event is waived in accordance with the terms hereof or
with respect to a Survival Event) or upon the Company's declaration of the
occurrence of a Company Termination Event, this Term Sheet and the Voting
Agreement shall terminate and, except as set forth in Section 15.11 thereof, no
Party (as defined in the Voting Agreement) shall have any continuing liability
or obligation to any other Party; PROVIDED, THAT, no such termination shall
relieve any Party from liability for its breach or non-performance of its
obligations hereunder prior to the date of such termination.


                                       5
<Page>

The Company shall have the right to terminate (a "COMPANY TERMINATION EVENT")
this Term Sheet and the Voting Agreement, by the giving of written notice to
each of the Consenting Noteholders, if the Voting Agreement is materially
breached by a Committee Majority or its fiduciary duties to all creditors and
other constituencies so requires.

PROCEEDS ALLOCATION

     -   Equity holders (preferred and common) will receive a share of the
         distributions made under the Plan on account of claims arising out of,
         or related to, the Notes (a "NOTEHOLDER CLAIM"), which Noteholder
         Claims will be separately classified under the Plan, which equity
         distributions shall be calculated according to Schedule B annexed
         hereto, and, subject to the performance of the Term Sheet and the
         Voting Agreement, such allocation shall apply irrespective of the form
         of plan of liquidation confirmed and the terms thereof. The allocation
         described in this paragraph is conditioned upon, among other things,
         the distribution of the escrowed monies held on account of certain
         issues of the Notes (the "ESCROWED FUNDS") to the holders thereof. The
         Escrowed Funds may be treated in a separate class under the Plan or may
         be distributed earlier to the holders of the Notes in accordance with
         the documents governing the Escrowed Funds or applicable law. The
         Company shall not seek or take any adverse actions against the Escrowed
         Funds.

RELEASES

     -   The Company, Messrs. Braukman and Stringer, and each of the Consenting
         Noteholders shall execute the Mutual Release Agreement (annexed to the
         Voting Agreement as Exhibit C). Upon the occurrence of a Noteholders'
         Termination Event (unless such Noteholders' Termination Event is waived
         in accordance with the terms hereof or with respect to a Survival
         Event) or in the event the Company terminates this Term Sheet or the
         Voting Agreement, any releases provided by the Consenting Noteholders
         shall be automatically deemed null and void.

     -   The Plan shall provide for mutual releases between the Company, Messrs.
         Braukman and Stringer, and each of the Consenting Noteholders, on
         substantially similar terms and conditions as set forth in the Mutual
         Release agreement (annexed to the Voting Agreement as Exhibit C), and
         such releases shall be effective as of the consummation date of the
         Plan.

COMPLIANCE WITH COLORADO WAGE ACT

     -   A severance trust (the "SEVERANCE TRUST") in the amount of $7.4 million
         has been established and shall be supported by the Consenting
         Noteholders in the Bankruptcy Court (and shall not be opposed by the
         Consenting Noteholders in any other court, proceeding or otherwise).
         The Company shall not increase or seek to increase the Severance Trust
         through further contributions or otherwise.


                                       6
<Page>

     -   An employee retention trust (the "RETENTION TRUST," and together with
         the Severance Trust, the "TRUSTS") in the amount of $7 million has been
         established and shall be supported by the Consenting Noteholders in the
         Bankruptcy Court in the Bankruptcy Court (and shall not be opposed by
         the Consenting Noteholders in any other court, proceeding or
         otherwise). The Company shall not increase or seek to increase the
         Retention Trust through further contributions or otherwise.

     -   The severance and retention portions of the employment agreements of
         Steve Stringer, Chief Operating Officer and Acting Chief Executive
         Officer, and J.W. Braukman, Executive Vice President and Chief
         Financial Officer, shall be assumed under section 365 of the Bankruptcy
         Code and shall be administrative obligations of the Company as modified
         in accordance with the amended and restated employment agreements
         annexed hereto as Exhibit C (Exhibits A&B are referred to herein as
         Schedules A&B). The Company shall indemnify Steve Stringer and J.W.
         Braukman for all liabilities arising under the Colorado Wage Act;
         PROVIDED, HOWEVER, that such indemnification rights first shall be
         satisfied by the distributions from the Trusts and second (and lastly)
         by an amount not to exceed $1.625 million (solely to satisfy claims
         relating to six senior executives without duplication or increase). The
         Debtors may file a motion on the Filing Date to approve the employment
         agreements (as modified) to be heard at the same time as the Court
         establishes procedures for the Auction, and such motion, to the extent
         it seeks approval of the terms set forth above, shall be supported by
         the Consenting Noteholders.

     -   Other than the Trusts and Messrs. Braukman's and Stringer's employment
         agreements (as amended by Exhibit C hereto), the Company shall not
         implement or seek authority to implement any additional employee
         retention, severance benefits or other compensatory programs without
         the consent of a Committee Majority.

     -   Upon the occurrence of a Noteholders' Termination Event (unless such
         Noteholders' Termination Event is waived in accordance with the terms
         hereof or with respect to a Survival Event) or in the event the Company
         terminates this Term Sheet or the Voting Agreement, the Consenting
         Noteholders obligation to support the Trusts shall automatically
         terminate.

CONFIDENTIALITY PROVISIONS

     -   All information obtained in the course of the negotiations leading up
         to this Term Sheet and the Voting Agreement shall be treated as
         confidential information pursuant to the confidentiality agreements
         previously executed by and among the Company and the Consenting
         Noteholders (the "CONFIDENTIALITY AGREEMENTS"), which Confidentiality
         Agreements are incorporated by reference as if fully set forth herein.


                                       7
<Page>

     -   The release date contained in the Confidentiality Agreements will
         hereby be extended to the Filing Date.

IMPLEMENTATION

     -   The Consenting Noteholders and the Company will implement this Term
         Sheet through the Voting Agreement. The Voting Agreement will, among
         other things, contain fiduciary duty exclusions with respect to the
         rights and duties of the members of the board of directors and for a
         Consenting Noteholder's service on an official committee of unsecured
         creditors or in furtherance of duties owed to investors.

     -   In the event a Consenting Noteholder assigns its Noteholder Claim to a
         third party, such third party assignor must agree to be bound by the
         Voting Agreement, subject to the exceptions for Advisors of accounts
         set forth in the Noteholders' Termination Events section of this Term
         Sheet.


                                       8
<Page>

                                   SCHEDULE A

<Table>
<Caption>
                                                                   Burn Rate per Day for the Periods
                              ----------------------------------------------------------------------------------------------------
                               July 1, 2001 -     August 1, 2001 -    August 10, 2001 -    Sept 12, 2001 -     October 1, 2001 -
                              July 31, 2001(1)    August 9, 2001        Sept 11, 2001      Sept 30, 2001(2)   December 11, 2001(3)
<S>                           <C>                 <C>                 <C>                  <C>                <C>
SPENDING CATEGORY
Network COGS                   $   475,000           $ 475,000           $ 475,000            $      --             $     --
Payroll                            200,000 (4)         200,000              90,000 (5)           25,000 (6)           25,000
Equipment Leases                   200,000             150,000 (7)         150,000                   --                   --
Capital Expenditures               100,000              70,000 (8)          50,000 (8)           50,000                   --
Other SG&A                         100,000              75,000 (9)          75,000               75,000               75,000
Net Other                          (75,000)(10)        (75,000)            (75,000)             (20,000)             (20,000)
                               -----------           ---------           ---------            ---------             --------
TOTAL BURN PER DAY             $ 1,000,000           $ 895,000           $ 765,000            $ 130,000             $ 80,000

</Table>

NOTES

-------------------

1)   Excludes employees' trusts for retention & severance (with reversionary
     interest) established on or before July 20, 2001, PTO and bonuses and any
     WARN Act liabilities (of which the company believes there will be none)

2)   Complete transfer of lines / network OR shut down network, finish building
     construction

3)   90 day winddown period

4)   990 employees

5)   250 employees

6)   70 employees

7)   Reject GATX 1981 ($1.5 million / month); continue paying GATX 1903 & Cisco
     as long as equipment is being used

8)   Suspend all IT and Network spending; estimate 30 days "lag" time

9)   Stop payments on excess building leases; restrict all T&E; increased
     professional fees

10)  Collections at $4-5 million per month (assumes current collections rate);
     interest income; CO grooming labor

<Page>

                 SCHEDULE B: PROPOSED ALLOCATION OF PROCEEDS(1)
                                 ($ IN MILLIONS)

<Table>
<Caption>
PERCENT RECOVERY TO      BONDHOLDER AGGREGATE     INCREMENTAL SHARED        ADDITIONAL            AGGREGATE
    BONDHOLDERS            RECOVERY AMOUNTS          PERCENTAGE OF          INCREMENTAL        DOLLARS SHARED
                                                  BONDHOLDER RECOVERY      DOLLARS SHARED      WITH EQUITY(2)
<S>                      <C>                      <C>                      <C>                 <C>
    0.0% - 2.8%                 $0-24.999                3.50%                   --             $0.0 - $0.9
    2.8% - 5.7%                $25-49.999                3.50%                   --             $0.9 - $1.8
    5.7% - 8.5%                $50-74.999                3.50%                   --             $1.8 - $2.6
    8.5% - 11.3%               $75-99.999                3.50%                   --             $2.6 - $3.5
   11.3% - 14.2%              $100-124.999               5.50%                  0.0             $3.5 - $4.9
   14.2% - 17.0%              $125-149.999               5.50%                   --             $4.9 - $6.3
   17.0% - 19.9%              $150-174.999               5.50%                   --             $6.3 - $7.6
   19.9% - 22.7%              $175-199.999               5.50%                   --             $7.6 - $9.0
      22.7% +                $200 and above              7.50%                   --               $9.0 +
</Table>

-------------------

(1)  All amounts exclude $41.4 million in escrowed interest.

(2)  Payments of amounts to equity will be shared ratably among all members of
     the bondholder class.

<Page>

                                    EXHIBIT C

                    (TO TERM SHEET - EMPLOYMENT AGREEMENTS)
<Page>

                                    EXHIBIT D

                         (TO TERM SHEET - MOTION INDEX)
<Page>

                                    EXHIBIT D

       SCHEDULE OF MOTIONS PROVIDED TO ADVISORS TO CONSENTING NOTEHOLDERS

<Table>
<Caption>
                                                                                TAB
<S>                                                                             <C>
Rhythms NetConnections Inc. Petition ...........................................   1

Rhythms Links Inc. Petition ....................................................   2

Rhythms Links Inc. -Virginia Petition ..........................................   3

Rhythms Leasing Inc. Petition ..................................................   4

RCanada, Inc. Petition .........................................................   5

Affidavit of J. W. Braukman III Pursuant to Local Bankruptcy Rule 1007-2 .......   6

Order Pursuant to Local Rule 1007-2(e) Scheduling Initial Case
Conference and Other Hearing Dates .............................................   7

Joint Administration ...........................................................   8
-MOTION
-ORDER

Extending Time to File Schedules of Assets and Liabilities,
Schedules of Current Income and Expenditures, Schedules of Executory
Contracts and Unexpired Leases, and Statements of Financial Affairs ............   9
-MOTION
-ORDER
-EXHIBIT A: AFFIDAVIT AND DISCLOSURE STATEMENT OF PAUL BASTA ON BEHALF OF WGM
-EXHIBIT B: RETENTION CHECKLIST

Notice Procedures ..............................................................  10
-MOTION
-ORDER
-MASTER SERVICE LIST

Authorization to (A) Maintain Existing Bank Accounts
and (B) Continue Centralized Cash Management Systems ...........................  11
-MOTION
-ORDER
-EXHIBIT A: RHYTHMS NETCONNECTIONS BANK ACCOUNTS
</Table>
<Page>

<Table>
<S>                                                                             <C>
Prepetition Employee Obligations ...............................................  12
-MOTION
-ORDER

WGM Retention ..................................................................  13
-APPLICATION
-ORDER
-EXHIBIT A: AFFIDAVIT AND DISCLOSURE STATEMENT OF PAUL BASTA ON BEHALF OF WGM
-EXHIBIT B: RETENTION CHECKLIST

Brownstein Hyatt & Farber, P.C .................................................  14
-APPLICATION
-ORDER
-EXHIBIT A: AFFIDAVIT OF JOHN L. RUPPERT
-EXHIBIT B: RETENTION CHECKLIST

[Intentionally Omitted] ........................................................  15

PricewaterhouseCoopers LLP .....................................................  16
-APPLICATION
-ORDER
-EXHIBIT A: AFFIDAVIT OF DAVID R. WILLIAMS
-EXHIBIT B: DISPUTE RESOLUTION PROCEDURES

Blumenfeld & Cohen .............................................................  17
-APPLICATION
-ORDER
-AFFIDAVIT OF KUNIN

Matzov, Salzman, Madoff & Gunn .................................................  18
-APPLICATION
-ORDER
-AFFIDAVIT OF MSMG

Ordinary Course Professionals ..................................................  19
-MOTION
-ORDER
-EXHIBIT A: LIST OF ORDINARY COURSE PROFESSIONALS
-EXHIBIT B: RETENTION QUESTIONAIRE

Interim Compensation ...........................................................  20
-MOTION
-ORDER

Bankruptcy Services L.L.C ......................................................  21
</Table>

                                       2
<Page>

<Table>
<S>                                                                             <C>
-APPLICATION
-ORDER
-EXHIBIT A: BSI AGREEMENT
-EXHIBIT B: THE GERBER AFFIDAVIT

Utilities ......................................................................  22
-MOTION
-ORDER
-EXHIBIT A: RHYTHMS NETCONNECTIONS UTILITIES

Investment Practices ...........................................................  23
-APPLICATION
-ORDER
-EXHIBIT A: INVESTMENT GUIDELINES
-EXHIBIT B: INVESTMENT ACCOUNTS

Sale Motion ....................................................................  24
-MOTION
-ORDER
-AFFIDAVIT
-EXHIBIT A: AUCTION PROCEDURES
-EXHIBIT B: NOTICE OF AUCTION PROCEDURES, AUCTION DATE, AND SALE HEARING
-EXHIBIT C: ASSET PURCHASE AGREEMENT
-EXHIBIT D: PURCHASE AGREEMENT
-EXHIBIT E: AGREEMENT TO ASSIGN AND ASSUME

Assumption of Two Executive Employment Agreements ..............................  25
-MOTION
-ORDER
</Table>

                                       3